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HomeMy WebLinkAboutCoxswain Consulting 2018-11-09 opuftj Aci 13 D COXSWAIN C0N_SU L T I NG EDUCATE • 111MOV4TE •A'CELERATE 2400 E. Katella Avenue, Ste.800 Anaheim, CA 92806 Main: 714-627-2699 Fax: 714-274-6249 info@coxswainadvisors.com TRAINING SERVICES AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") dated this 191h day of September 2018, by and between the CITY OF UKIAH—FINANCE DEPARTMENT located at 300 SEMINARY AVE, UKIAH, CA 95482 ("CLIENT") and Coxswain Consulting with its place of business at 2400 E. Katella Avenue, Ste. 800, Anaheim, CA 92806 ("CONSULTANT"). ARTICLE ONE - PURPOSE CLIENT retains CONSULTANT and CONSULTANT agrees to provide CLIENT with educational and training services more substantively described on Schedule "A" attached hereto and made a part of this Agreement(the "Services"). ARTICLE TWO—ENGAGEMENT, TIME AND LOCATION CONSULTANT shall provide the Services to CLIENT as follows: DATE(S): Beginning on 1 1I09138 and ending on 11/09/18 INSTRUCTOR: Julia ErdkaM LOCATION: Off-Site, Ukiah, CA (TBD by CLIENT) CONTACT: Julia Erdkg 2400 E. Katella Avenue, Ste. 800, Anaheim, CA 92806 (714)786-8608,Julia a,coxswainadvisors.com COURSE: Leadership & Management Retreat COURSE HOURS: Arrive 9:00 AM and depart 4:00 PM www,C9XSWatnAdyisors,CoM Educate.Innovate-ArCeIeHlte- COXSWAIN C0NS_ULTING_ FOUCA".E• INNOVATE 0 A_-CELEPATE For purposes of this Agreement, the CLIENT acknowledges and understands that, unless otherwise provided in Schedule "A", Services rendered by the CONSULTANT per day shall consist of a total of six (6)contact hours over the course of an eight hour training day. ARTICLE THREE - FEES AND EXPENSES As consideration for the Services, CLIENT agrees to pay CONSULTANT a fixed price in the amount of$_4500 , as well as a flat-rate reimbursement for CONSULTANT'S travel related expenses (air fare, lodging, car rental, meals) in the amount of$ 500 for performing the Services under this Agreement(the total of all such amounts to be collectively referred to as the "Fee"). A Fifty percent(50%)deposit is required to be rendered to the CONSULTANT at the time CLIENT and CONSULTANT enter into this Agreement. Payment by CLIENT of the balance of the agreed upon Fee for Services is due the day of the training. CLIENT will receive an itemized invoice of the balance no later than fifteen (15)days prior to the day of training. ARTICLE FOUR - CANCELLATION Deposits received are non-refundable. If CLIENT cancels, terminates or reschedules at least fifteen (15) days prior to training, no additional Fees are due. If CLIENT cancels, terminates or reschedules for any cause less than fifteen (15) days prior to the training day, CLIENT will pay CONSULTANT 755, of total Fees. All cancellations must given through written notice. Neither the CLIENT nor the CONSULTANT shall be held responsible for cancellations due to State of Emergency Conditions, inclement weather-related conditions, or other circumstances beyond the reasonable control of the parties. ARTICLE FIVE - INDEPENDENT CONTRACTOR STATUS It is understood that CONSULTANT shall perform Services for CLIENT pursuant to this Agreement as an independent contractor. Nothing in this Agreement shall be construed to create the relationship of employer and employee between the parties. CONSULTANT further agrees that no statute, rule, or custom providing for termination, indemnities or like social benefits is applicable to the relationship established by this Agreement, and CONSULTANT hereby waives any right to demand any such indemnities or benefits under any statute, rule or custom. ARTICLE SIX—NONDISCLOSURE;NO CONFLICT CONSULTANT recognizes that by virtue of this Agreement it occupies a position of confidence and trust in its dealings with CLIENT. Accordingly, CONSULTANT agrees to receive and hold a'�i {W lInnovate. - COXSWAIN CONSULTING EDUCATE • INNOVATE •A-CELE in confidence and not to use or disclose any confidential information imparted to CONSULTANT except as is necessary to carry out the duties of CONSULTANT under this Agreement. CONSULTANT agrees that there will be no publication of any confidential information arising from its rendering of Services under this Agreement without the prior written consent of CLIENT. CONSULTANT represents and warrants that to the best of CONSULTANT'S knowledge, there is no conflict of interest which will prevent CONSULTANT from performing Services for CLIENT. ARTICLE SEVEN - PROPRIETARY INFORMATION CLIENT acknowledges and agrees that the information including writings, course materials, visual aids, and any other substantive material provided by CONSULTANT during its training services is PROPRIETARY INFORMATION and the sole property of, proprietary to the CONSULTANT and that any reproduction or unauthorized use thereof will cause irreparable harm and loss to CONSULTANT. CLIENT agrees to treat the PROPRIETARY INFORMATION in confidence and to undertake the following additional obligations with respect thereto: (a)to use the PROPRIETARY INFORMATION for the sole purpose of the participants of the sessions; (b)to refrain from reproducing or copying, in whole or in part, PROPRIETARY INFORMATION; and (c)to refrain from disclosing or disseminating the PROPRIETARY INFORMATION to third parties. The CLIENT understands and agrees that the CONSULTANT'S role is to present materials solely for educational purposes; therefore, CONSULTANT shall not be held liable or responsible for damages or injuries arising out of the actions of course attendees due to their reliance upon course materials during a session or thereafter. Therefore,the CLIENT knowingly and voluntarily, with the intention of binding itself and its successors, heirs ande'or assigns, covenants to never institute any suit or action at law or in equity against CONSULTANT, its agents, employees, contractors, successors andlor assigns by reason of any claim of damages or injuries arising out of the actions of course attendees due to their reliance upon course materials during a session or thereafter. W".C6xsw9inAdy1sois.com COXSWAIN C0NSULTIN _G EDUCATE •INNOVATE •A,f.E3.ERATF ARTICLE EIGHT- PAYMENT In the event that CLIENT fails to pay CONSULTANT the entire Fee within Fifteen (15) days of the due date, CLIENT shall, in addition to said payment, be liable for a Late Fee of Ten Percent (10%) of the late payment, as well as court costs, and reasonable attorneys fees and costs. ARTICLE NINE-NO ASSIGNMENT This Agreement is personal between the parties and shall not be assigned by either party without the prior written consent of the other party. ARTICLE TEN - REPORTS CONSULTANT agrees to make all reports and recommendations to CLIENT in writing within Thirty (30) days after completion of its Services upon any assigned subject if so requested by CLIENT. In addition, CONSULTANT shall also submit from time to time written reports of the progress being made upon any assigned subject upon request from CLIENT, within Thirty(30) days of such request. ARTICLE ELEVEN - MISCELLANEOUS PROVISIONS CONSULTANT agrees that in the performance of its Services, it will, to the best of its knowledge, comply with al I laws of the United States of America and of the various states of the United States, and of any country in which CONSULTANT performs Services. CONSULTANT may utilize training for any lawful purpose including, but not limited to, marketing to the extent only that such uses do not contain"Confidential Information." ARTICLE TWELVE -NOTICES All notices provided for in this Agreement shall be given in writing, either by personal delivery of the notice or by the mailing via certified mail RRR to the parties respectively at the addresses set forth above, or at such other address as the party shall notify the other in writing. ARTICLE THIRTEEN - GOVERNING LAW This Agreement shall be construed and the legal relations of the parties determined in .w. F .i Educate.Innovate.Accelerate. COXSWAI N C_ONSU_LTIN _G EDUCATE 0 INNOVATE •A-CE3_ERATE accordance with the laws of the State of California, without regard to principles of conflicts of laws. ARTICLE FOURTEEN - ENTIRE AGREEMENT This Agreement is executed and delivered with the understanding that it embodies the entire Agreement between the parties and that there are no prior representations, warranties or agreements relating to the subject matter of this Agreement. ARTICLE FIFTEEN - MODIFICATIONS,• BINDING EFFECT,• NO WAIVER No change in, addition to, or waiver of the terms and provisions of this Agreement shall be binding upon either party unless approved in writing by its authorized representative. The failure by the CONSULTANT to object to or take affirmative action with respect to any conduct of any of the CLIENT which constitutes a breach, or is in violation, of this Agreement shall not constitute, nor be construed as, a waiver thereof, of any future breach, violation or subsequent wrongful conduct. This Agreement is binding on the parties hereto, and their successors and assigns. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate and their signatures affixed to it as of the date and year first above written. ATTEST OR WITNESS: BY: Coxswain Consulting BY:<Ale< Ci of Ukiah www.CoxswainAdviSOFS.COM COXSWAIN C_0NSULT_ IN_G_ EDUCATE• INNOVATE •A:CEI.ERATE SCHEDULE A - SCOPE CLIENT City of Ukiah CLIENT CONTACT Dan Buffalo, Finance Director Dbuffalo cit ofukiah.com CONSULTANT Coxswain Consulting,_ CONSULTANT CONTACT Julia Erdkamp, CEO julia(@coxswainadvisors.com coxswainadvisors.com DESCRIPTION OF SERVICES Management and Leadership Retreat LOCATION Onsite training at CLIENT's designated location DETAILS OF SERVICES The exact schedule will be mutually agreed upon by the CLIENT and CONSULTANT. High-level course topics include: - Define management and why it matters. -General discussion of core competencies as it relates to Finance Department -Manage information and make decisions. -Use organizational strategies to facilitate change, foster innovation, and get the right things done more efficiently and effectively. -Create structures and processes to manage teams. -Learn about motivation and strategic leadership. DATE & DURATION November 9, 2018 9:00 AM to 4:00 PM FEE $4500(for up to 6 participants)+ Flat Travel Reimbursement of$500 (to cover flight, lodging, car rental, incidentals). TERMS 50%of fee due upon execution of contract. remainder payable day of training. Thank you for entrusting your training needs to Coxswain Consulting! Innovate.Accelerate,