Contract - Mejorando Group - 2013-01-07 RECEIVED
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AGREEMENT FOR CONSULTANT SERVICES DEC 3 1 2012
KNOWLEDGE TRANSFER PROGRAM CusIAIVItsASAthJARYDISIIlCJ
The Mejorando Group
This Agreement ("AGREEMENT") is made and effective as of
, between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), nd
Patrick Ibarra dba The Mejorando Group, a sole proprietor ("CONSULTANT"). In
consideration of the mutual covenants and conditions set forth herein, the parties agree
as follows:
1. TERM
This AGREEMENT shall commence on Few .26 , QO■ , and shall remain and
continue in effect until tasks described herein are completed, unless sooner terminated
pursuant to the provisions of this AGREEMENT.
2. SERVICES
CONSULTANT shall analyze, capture and report on explicit and tacit knowledge
of key positions/employees described below ("SERVICES") to DISTRICT for
DISTRICT's Knowledge Transfer Program ("PROJECT").
The SERVICES to be provided are more particularly described in the Scope of
Services attached hereto as Exhibit "A" and incorporated herein by reference.
3. PERFORMANCE
CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful
and competent manner, consistent with the standards generally recognized as being
employed by consultants in the same discipline in the State of California and consistent
with all applicable laws. CONSULTANT shall provide DISTRICT its work product in
"turnkey" form. DISTRICT reserves the right to perform reasonable testing of
CONSULTANT's work product before accepting the same. CONSULTANT shall warrant
that all services provided and equipment installed shall perform in a workmanlike
manner and be fit for its particular purpose.
4. COMPENSATION
Compensation for the SERVICES shall be based on the actual amount of time
spent in adequately performing the SERVICES in the amount of seventeen thousand
dollars ($17,000) plus reimbursement of reasonable and customary travel related
expenses including up to three on site visits. The District identifies the following are
reasonable reimbursable items: airfare (economy/coach), airport parking, car rental (up
to standard size), lodging (up to $150 per night) and meals.
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PSA 30U 12 10 The Mejorando Group
However, unless expressly agreed in a written change order in advance by
DISTRICT, the cost to DISTRICT for the SERVICES shall not exceed eighteen
thousand eight hundred dollars ($18,800). The written change order requirement
cannot be waived. Failure to submit a written change order and receive written
approval by the DISTRICT prior to performing extra work shall constitute a waiver of a
claim for additional time or compensation.
Invoices shall be submitted to DISTRICT monthly as performance of the
SERVICES progresses. DISTRICT shall review and pay the approved charges on such
invoices in a timely manner. SERVICES on the PROJECT shall begin immediately and
be completed by April 30, 2013, unless extended by DISTRICT in writing.
5. PREVAILING WAGES
CONSULTANT understands that this job, if over One Thousand Dollars
($1,000.00) in value and not exempt, requires compliance with the prevailing wage law.
(Labor Code §§ 1720 et seq.) As such, DISTRICT will ascertain the prevailing wages to
be paid on this job from the Director of Industrial Relations. Said amounts are listed at
http://www.dir.ca.gov/dlsr/pwd/index.htm. CONSULTANT agrees to pay prevailing
wages and maintain prevailing wage records regarding those payments.
CONSULTANT is also required to comply with the apprentice requirements.
CONSULTANT shall defend, indemnify, and hold the DISTRICT, its elected officials,
officers, employees, and agents free and harmless from any claim or liability arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws.
CONSULTANT recognizes that state law makes eight (8) hours a day's work, and any
worker working in excess of that time must be paid overtime. (Labor Code § 1813.)
6. INSURANCE
CONSULTANT shall, at its expense, procure and maintain for the duration of this
AGREEMENT insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of this AGREEMENT by the
CONSULTANT, its agents, representatives, employees, or subcontractors.
CONSULTANT shall also require all of its subcontractors to procure and maintain the
same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer
or otherwise hires one (1) or more employees during the term of this PROJECT,
CONSULTANT shall procure and maintain workers' compensation coverage for such
employees which meets all requirements of state law (Labor Code § 1861).
CONSULTANT shall also provide errors and omissions professional liability insurance
appropriate to its profession in an amount, with conditions, and for a term acceptable to
the DISTRICT.
At a minimum, CONSULTANT is required to submit proof of insurance in
accordance with the following standards:
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Minimum Scope of Insurance: Coverage shall be at least as broad as the
latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile
Liability: Insurance Services Office Business Auto Coverage form number CA 0001,
code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less
than:
(A)General Liability. One Million Dollars ($1,000,000.00) per occurrence for
bodily injury, personal injury and property damage. If Commercial General Liability
Insurance or other form with general aggregate limit is used, either the general
aggregate limit shall apply separately to this AGREEMENT/location or the general
aggregate limit shall be twice the required occurrence limit.
(B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for
bodily injury and property damage.
(C)Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the Labor Code of the State of California.
Employer's Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily
injury or disease.
Insurance Endorsements: The insurance policies shall contain the following
provisions, and a separate endorsement stating to add the following provisions to the
insurance policies shall be submitted and approved by DISTRICT:
(A)General Liability. The general liability policy shall be endorsed to state that:
(1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall
be covered as additional insureds with respect to the work or operations performed by
or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in
connection with such work; and (2) the insurance coverage shall be primary insurance
as respects DISTRICT, its directors, officials, officers, employees, agents, and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
CONSULTANT's scheduled underlying coverage. Any insurance or self-insurance
maintained by DISTRICT, its directors, officials, officers, employees, agents, and
volunteers shall be excess of the CONSULTANT's insurance and shall not be called
upon to contribute with it in any way.
(B)Workers' Compensation and Employer's Liability Coverage. The insurer
shall agree to waive all rights of subrogation against DISTRICT, its directors, officials,
officers, employees, agents, and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the CONSULTANT.
(C)AII Coverage. Each insurance policy required by this AGREEMENT shall be
endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or
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PSA 30U 12 10 The Mejorando Group
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to DISTRICT, and (B) any failure to comply with reporting or
other provisions of the policies, including breaches or warranties, shall not affect
coverage provided to DISTRICT, its directors, official, officers, employees, agents, and
volunteers.
Acceptability of Insurers: Insurance is to be placed with insurers with a current
A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and
satisfactory to DISTRICT.
All insurance documents must be submitted and approved by the District's Risk
Manager prior to execution of any AGREEMENT with DISTRICT.
7. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for CONSULTANT's services, to the fullest extent
permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless
DISTRICT and any and all of its officials, employees, and agents from and against any
and all losses, liabilities, damages, costs, and expenses, including attorney's fees and
costs to the extent the same arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or
subconsultants (or any entity or individual that CONSULTANT shall bear the legal
liability thereof) in the performance of professional services under this AGREEMENT.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the fullest extent permitted by law,
CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all
of its employees, officials, and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or
threatened, including attorney's fees and costs, court costs, interest, defense costs, and
expert witness fees) where the same arise out of, pertain to, relate to, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this AGREEMENT by CONSULTANT or by any individual or entity for which
CONSULTANT is legally liable, including, but not limited to, officers, agents, employees,
or subconsultants of CONSULTANT.
8. TERMINATION
DISTRICT may terminate this AGREEMENT at any time with or without cause. If
DISTRICT terminates this AGREEMENT without cause before PROJECT completion,
CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to
the notification of termination. CONSULTANT may terminate this AGREEMENT for
cause only.
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PSA 30U 12 10 The Mejorando Group
9. MISCELLANEOUS
This AGREEMENT shall be interpreted according to the laws of the State of
California and any action arising from this AGREEMENT shall be brought in the superior
or federal district court with jurisdiction over DISTRICT.
This AGREEMENT and the attachments hereto shall contain the entire
agreement between the parties. This AGREEMENT cannot be modified except in a
writing signed by both parties. In the event of inconsistency between this AGREEMENT
and any attachment hereto, this AGREEMENT shall control in all respects.
DISTRICT shall own all work product prepared in the course of providing the
SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT,
CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized
software or computer hardware is required to view or transmit said work product,
CONSULTANT shall make that software and hardware available to the DISTRICT at no
cost during normal business hours.
This AGREEMENT cannot be assigned without the prior written consent of the
DISTRICT.
CONSULTANT is and shall at all times remain as to DISTRICT an independent
contractor. No employee benefits shall be available to CONSULTANT in connection
with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT
as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other
compensation to CONSULTANT for performing any services hereunder for DISTRICT.
DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for
injury or sickness arising out of performing any services hereunder.
All information gained by CONSULTANT in the performance of this
AGREEMENT shall be considered confidential and shall not be released by
CONSULTANT without DISTRICT's prior written authorization. CONSULTANT shall
not, without written authorization from the General Manager or unless requested by the
District Counsel, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this AGREEMENT. Response to a subpoena or court order shall not
be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court
order or subpoena.
CONSULTANT warrants that the individual who has signed this AGREEMENT
has the legal power, right, and authority to make this AGREEMENT and bind the
CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by
signing and dating two original agreements where indicated below and return both to
the undersigned. Once the documents are fully executed, one original will be returned
to you for your records.
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PSA 30U 12 10 The Mejorando Group
DISTRICT CONSULTANT
Approved by: Reviewed and Accepted by:
General Manager Signature
P -f-( k. 5.6a,(✓6,
Approved as to Form: Name
(tine( -lh e ��j oki/m t. Gj rou1
Harper & Burns LLP Title
District Counsel
2C/12-
Date
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PSA 30U 12 10 The Mejorando Group
E IBIT A
Costa Mesa Sanitary District Knowledge Transfer Proposal
Knowledge Transfer is a segment of an overall approach to Succession Planning, which is
an on-going process of systematically identifying, assessing and developing talent to
ensure the leadership and management continuity for all key positions in your organization.
It ensures that replacements have been prepared to fill key vacancies on short notice, that
individuals have the development capacity to assume greater responsibility, and that
individuals are prepared for exercising increased technical proficiency in their work.
KNOWLE TRANSFER PROGRAM
� .a^'t�,se» '5;�.,
Generally speaking, the term "knowledge management" (KM) represents a broad concept,
and is thought of as a system for finding, understanding, and using knowledge to achieve
organizational objectives. The three activities of finding, storing and retrieving are the
"organizational memory of the District. It is more than simply moving or transferring files
and data from one employee (or department) to another. KM allows others to build upon a
person's professional experience, within the context of the organization, in a way that
strengthens not only the employee, but the organization as a whole.
There are at least two types of knowledge — Explicit and Tacit. Explicit can be described
as data and is often found in software systems or documents. On the other hand, tacit
knowledge is includes cognitive skills such as beliefs, images, intuition and mental models
as well as technical skills such as craft and know-how. Tactic knowledge is knowledge that
people carry in their minds and is, therefore, difficult to access. Often, people are not
aware of the knowledge they possess or how it can be valuable to others. Tacit knowledge
is considered more valuable because it provides context for people, places, ideas, and
experiences. Effective transfer of tacit knowledge generally requires extensive personal
contact and trust. Consequently, the focus of our approach is to implement a process
by which the tactic knowledge of key positionslemployrees is captured and available
for transfer.
FAR °vJECT APPROAG� �,
"'.�
Our approach will help the District obtain and transfer valuable information before it "walks
out the door." The goal of this process is to preserve knowledge assets, enabling the
District to:
o Minimize the risk and cost of lost knowledge
® Increase the speed to competence of individuals assuming new responsibilities.
o Create knowledge and skill repositories that support creative job and learning
design.
® Lower training costs through repurposing assets across various employee groups.
Knowledge is vastly different than data due to its subjective and contextual nature and
essentially can be defined as "how things get done" inside an organization. Knowledge is
obtained through a variety of experiences, typically over a period of time, and is the
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mej-Mrando group
Costa Mesa Sanitary District Knowledge Transfer Proposal
primary factor in exercising sound judgment and decision-making, two responsibilities often
handled by executives. To capture and transfer knowledge requires a categorization
system to identify the types of knowledge important to the organization.
Explicit knowledge can be preserved and transferred to other employees through the
creation of procedural guides, desk manuals, or libraries of related documents. Some
agencies have also developed transition planning forms that retiring employees complete
before they leave. Such forms identify key documents and where they are located (e.g.,
shared computer drive), important dates during the year given the specific duties of the
position, key players inside and outside the organization, needed skills and appropriate
skills training, and professional support organizations. It is more difficult to capture tacit
knowledge. Approaches such as wikis, knowledge blogs, or other online archives of
knowledge attempt to capture information, best practices, and stories (which are often the
best way to learn). To further extract tacit knowledge, some agencies conduct in-depth and
probing interviews of retiring interviews and post the videos of the interviews on their
intranets. Identifying communities of knowledge across the organization or developing an
"expert yellow pages" can assist newly promoted employees. Organizations can also bring
back retired professionals to assist their replacements.
Based on the size of the District and its most pressing needs, the "Expert Interview"
approach is being recommended for consideration. The goal of this endeavor is not to
manage, or transfer, all knowledge, but to manage the knowledge that is most important to
the District. In other words, what is referred to as Critical Knowledge. Expert interviews are
a way of making tacit knowledge more explicit. A person can describe not only what was
done but why, providing context and explaining the judgment behind the action. Interviews
are often easier for the experts than having them write down all the details and nuances.
The focus is to determine skills and knowledge make the person effective in his or her
position. What are the unique roles of this key player? What has made him or her
successful over the years? Essentially, it becomes the "highlight reel" of the person's job.
PRQJEGT WORK PLAN
Steps involved in the Expert Interviews include:
1. Meet with General Manager to review the overall work plan, the list of positions
identified, the actual interview tool and other transfer tools to be used, along with the
form of the final reports produced for each position in the program.
2. Meet individually with incumbents/Participants occupying the positions selected.
Each meeting will be sixty to ninety minutes in length. These interviews are
intended to obtain substantive information about the key roles each plays in
executing their respective responsibilities. Not intended to serve as an exhaustive
inventory of all duties and tasks, the focus is primarily on extracting critical District
related tacit knowledge as it relates to key internal processes and practices. For
example:
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mejarando group
Costa Mesa Sanitary District Knowledge Transfer Proposal
• What are the primary responsibilities of the position?
O What tasks do people in this position perform?
O How do they complete these tasks? What steps and actions do they take?
What tools, systems, or processes do they use?
• What does one need to know to be able to complete these tasks?
® What education, experience, or training prepared them to complete the
tasks?
® Identify storage location of key documents and plans.
• Crucial dates throughout the year(i.e. budget, maintenance activities, etc.).
O Key partnerships with external sources such as community groups, vendors,
and suppliers.
t Key relationships with other District staff:
® Training, developing and networking opportunities relevant to the position.
• Lessons Learned about position/job-essential responsibilities.
The intent is to document not only how things are done, but why they are done.
This helps knowledge recipients more fully understand the process and its
importance. Up to fourteen employees are included in the fee for services.
3. As the General Manager has a unique and highly nuanced role within agency
operations, he will be videotaped responding to a range of questions. The
subsequent video will provide his successor a tremendous amount of practical
information on the District way of doing business.
4. Each of the incumbents involved in the Program will complete a Position Description
Questionnaire (PDQ)/Job Analysis Questionnaire that will provide a personal written
summary of their tasks and responsibilities. (optional)
5. Job description for each of the positions involved in the Program will be obtained
and reviewed.
6. Information obtained through the interviews, PDQ and job description will be
analyzed, summarized and documented in a Position Summary written report. A
Summary will be provided for each of the positions in the Program. The draft will be
reviewed by the incumbent and subsequently finalized. The Position Summary is
designed to augment the respective job description in such a way that illuminates
the key aspects necessary to be effective. Job descriptions may identify estimated
percentage of time spent on "typical class essential duties." However, percentages
or frequency of time spent does not always constitute the level of importance that
specific duty is to fulfilling the job. Consequently, for the effective transfer of
knowledge, successors to the jobs currently held by Program participants, would
receive among other materials, both the Position Summary and job description.
Furthermore, the Position Summary provides potential content for selection
strategies including interviews and assessment centers of potential successors.
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mejnrando group
Costa Mesa Sanitary District Knowledge Transfer Proposal
Important to remember is that the focus is to capture and record "high value"
knowledge. While the information captured in the Position Summary may seem
ordinary to the incumbents, they are not the intended recipient for this information,
their successor is. Most likely the successor will not be versed in the Costa Mesa
Sanitary District way of doing business and consequently, the Position Summary will
enable them to determine the context in which they are to perform their
responsibilities.
7. In addition to the Position Summary, a range of transfer tools are available. The
intent is to make the knowledge easily accessible and usable. Some knowledge
can be disseminated through a simple checklist, while other knowledge may require
that a training course be designed. Types of transfer tools include:
o Training program materials
o Job aids (worksheets, tip sheets, templates)
® Coaching guides
® Procedure documentation
® Podcasts
The Mejorando Group will provide in addition to the Position Summary for
each of the positions in the Program, a series of targeted recommendations
on which transfer tools are most appropriate per position.
tfmicirt,„
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w.:ojorando group
-00.1 CITY OF COSTA MESA
C a TREASURY MANAGEMENT DIVISION
.
. '.z Fi'.1,i ,' P.O.BOX 1200 • CALIFORNIA 92628-1200
v _ of?` PHONE: (714)754.5235 • FAX (714)754-5149 • TDD: (714)754-5244
4�.A ORQ 96
BUSINESS LICENSE TAX CERTIFICATE
01-14-2013
THE MEJORANDO GROUP
7409 NORTH 84TH AVE
GLENDALE, AZ 85305
PLEASE NOTE THE FOLLOWING
Attached below is your current Business License Tax Certificate. Every business is responsible for annual
renewal of this license tax certificate.
Please Contact the Business License Division at (714) 754-5235 prior to making any of the following
changes:
1. Name change
2. Change of address within the City (requires zoning approval prior to commencing)
3. Ownership or representation change
4. Business activity change
DETACH AND POST THIS CERTIFICATE IN PUBLIC VIEW
CITY OF COSTAMESA BUSINESS LICENSE
NO T TRANSFERABLE `
THIS BUSINESS LICENSE TAX CERTIFICATE DOES NOT GUARANTEE COMRLIANCE;WITH STATE OR FEDERAL LICENSING
REQUIREMENTS. Issuance of this certificate indicates that the person, firm, or corporation Warned below has paid the applicable business
tax, pursuant to Title 9, Chapter 1, of the Costa Mesa MunicipaltCode for£the business enterprise;;,trade, calling, profession, exhibition, or
occupation described below. Issuance of thls'Certfficate;is not'�an'-endorsement nor certification of compliance with other ordinances or laws.
Business License Tax Certificate No.;;. 13L040509
Business Name: THE MEJORAND66ROUP
Business Location: .,
Principal's Name: IBARRA, PATRICK OWNFRZ
•
Standard Industrial Class Code: 8742^Mgmnt:'Consulting Sves z
Sales Tax No Exp)ratlon Date 12/31/2013
TO BE POSTED IN A PLACE VISIBLE TO THE PUBLIC-THIS'IS YOUR CURRENT TAX CERTIFICATE