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HomeMy WebLinkAboutA8920 - THE WESTERN ZENPROFESSIONAL SERVICES AGREEMENT THE WESTERN ZENTM DEVELOPMENTAL EVENT THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into on August 2, 2021, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and The Western ZenTM ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parries". RECITALS A. City requires the services of a professional consultant for a large format developmental experience of professional preventative resiliency training for the Fire and Police Departments ("Project"). B. Consultant has submitted a proposal to provide a presentation, The Western ZenTM Developmental Event, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide adequate training Services to ensure the resiliency and health of first responders by protecting them from overwork and excessive stress and supporting them in seeking help, when needed, as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "Services" or "Work"). Exhibit "A". Consultant warrants that the Services shall be performed in a competent, professional, and satisfactory manner, consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. Revised: 5/1120 55575.18165\32900156.2 1.3 Licenses and Permits. Consultant shall obtain, at its sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non- performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement. The total amount of Compensation shall not exceed $35,000. 3.2 Method of Pam. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payment shall be a one-time payment for authorized Services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional Services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised: 5/1 /20 5 575.18165\32900156.2 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed. Any time extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three (3) days, commencing on August 30, 2021, and ending on September 2, 2021, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Consultant's deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the City's corrective action. Consultant may not terminate this Agreement except for cause upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all j Revised: 5/1120 5 5 57 5.1816 5\ 32900156.2 decisions in its behalf with respect to the specified Services and Work: Jake Clark (name), Save A Warriofrm Trainer (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Consultant. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the Services required, except as otherwise specified. Consultant shall perform all required Services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City, a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Consultant shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. Consultant shall not have any authority to bind City in any manner. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the Services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. 4 Revised: 5/1/20 5575.18165\32900156.2 Name: Title: Jake Clark The Western ZenTM Trainer Adam Carr The Western Zeem Trainer 5.6 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify, and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to 5 Revised: 511/20 5 5 575.1816 5\ 32 900156.2 Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. Revised: 5/1/20 5 575.18165\32900156.2 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. ] Revised: 5/1/20 55 575.18165\32900156.2 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non -prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non -Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in g Revised: 5/1/20 i5575.18165\32900156.2 writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: The Western ZenTM Attention: Jake Clark / Adam Carr 7133 Emmet Row Lane Dublin, Ohio 43017 P: (614) 701-7558 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a parry to this Agreement. 11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Parry is bound, for purposes of this Agreement, by the same. 9 Revised: 5/1/20 55575.18165\32900156.2 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] 10 Revised: 5/1/20 5575.18165\32900156.2 11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] 1 Revised: 511 /20 5 5575.18165\32900156.2 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND THE WESTERN ZENTM IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: J Date: b Uv�l "CITY" City of Palm Springs By: JustiU Clifton City Manager By: J. e in Nalder Fire hief APPROVED BYCRY COUINCL APPROVED AS TO FORM: ATTEST 2;L-Z By: By: Jef ey allin wk2 : Anth y Mejia City Attorney City Clerk Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. lA Revised: 511 /20 55575.18165\32900156.2 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND THE WESTERN ZENTM IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: NA By: N 'A Justin Clifton City Manager Date: N IQ By: Nil J. Kevin Nalder Fire Chief APPROVED AS TO FORM: N42k Jeffrey S. Ballinger, City Attorney ATTEST By: N g Anthony Mejia City Clerk Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. jl Revised:5/1/20 55575.18165\32900156.2 CONSULTANT NAME: The Western ZenTM Corporation Jake Clark and Adam Carr 7133 Emmet Row Lane Dublin, Ohio 43017 Signature otarized) Check one _ Limited Liability Co_ Partnership By (f //tom--"' Signature (Notarized) 12 Revised: 5/1/20 5575.18165\32900156.2 ACKNOWLEDGEMENT CERTIFICATE State of Ohio, County of =ja The foregoing instrument was acknowledged before me on this a q -Lb� v a�df (date) by Um Lrr Ro hcL« U Q-r L (name of person acknowledging). V N o' Of. Signature o Not Public — State of Ohio My commission expires: 151 Qo a - (date) 112 cy C The Western ZenTM Developmental Event: Palm Springs Fire and Police, 2021 (3 Days) The Three Laws of Performance and the Leadership Corollaries — Zaffron & Logan First Law of Performance • How people perform correlates to how situations occur to them o Leadership Corollary 1 Leaders have a say, and give others a say, in how situations occur Second Law of Performance • How a situation occurs arises in language o Leadership Corollary 2 • Leaders master the conversational domain Third Law of Performance • Future -based language transforms how situations occur to people o Leadership Corollary 3 • Leaders listen for the future of their organization Whether we know it, or not, our future is already written. Similarly, the same holds true for organizations whose futures are already written by their history, circumstances, culture, aspirations, successes, and failures. These "default futures" — given from our past — inform, determine, and shape what is possible for people and the companies they work for. During our presentation, we will uncover, discover, and discard "unknown unknown" barriers for rewriting the future so as to inspire yet -to -be -declared levels of service and performance excellence. Any "philosophy" is an attempt to unfreeze habits of thinking, to replace them by less stiff and restricting ones.... Philosophy is criticizing, dissolving, and stepping over all prejudices, loosening all rigid and constricting molds of thought. We assert that prior to experiencing who one has declared themselves as Being — from future based generative language (the space of "nothing") — who one is occurs as a constellation of what is going on for them, internally. During this breakthrough developmental performance event for Palm Springs Fire & Police, we will present a "taste" of an experience designed to maximize personal and organizational effectiveness; a "taste" of what it means to rewrite one's future, whether at work, or at home. The conversation we lead inquires into the basic structure in which we know, think, and act in the world, and creates a powerful opening for change. Our conversations transform the way we think about ourselves, our families, our work, our communities — what we are really up to in life. About The Western ZenT"". Adam Carr & Jake Clark, Save A Warrior TM trainers, produce leading edge experiences designed to maximize personal and professional effectiveness. We work from the fields of philosophy, sociology, neurobiology, ontology, anthropology; linguistics; psychology; psychodrama; mythology, art, et cetera — actively investigating, inventing, and picking through disparate strands of evidence to catalyze disruptive perspectives. We synthesize a variety of insights into just what goes into the nature of being human. About Save A WarriorTm Save A Warrior TM (SAW) is a case study in design thinking for effective, meaningful, and 15 Revised: 5/1/20 55575.18165\32900156.2 strategic difference making. In 2012, SAW declared the idea that what was needed is a vehicle to inspire systemic change in the way Veterans return from war — to tend to the original wounds of the soul of those who sacrifice for others; not simply managing symptoms from a misdiagnosis. Our passion unites an unusual community of returning Veterans, First Responders, citizen donors, online supporters, and targeted foundations who take collective action to disrupt a pandemic of suicide. Led by its founder, Jake Clark, with all team members having a say, SAW is a transaction -free, evidence -based, intensive integrative healing experience of the first order. At S/SGT Dick Wood Warrior Village — home to the inaugural National Center of Excellence for Complex Post -Traumatic Stress — a shared commitment to a collective vision guides our efforts and the principles we choose to embrace. As visionary thought leaders, we challenge conventional wisdom in novel and inspiring ways. As a platform, we connect the lives of all who are transformed from participating in a shared experience of more than ordinary moments of existence. As a think tank, we share with others our "unique approach to ordinary", our experience, strength, hope and clarity... leaving our mark on medicine, as well as cement a legacy that will continue to bolster the adoption of integrative principles and strategies throughout our nation's healthcare system — and beyond. 16 Revised: 5/1/20 5 575.18165 \32900156.2 EXHIBIT 66B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self -Insured Retentions, and Severability of Interests (Separation of Insureds) 7 Revised: 511/20 55575.18165\32900156.2 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry Workers' Compensation insurance in accordance with California Workers' Compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of Services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: A. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; B. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; C. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: X required is not required; D. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 18 Revised: 5/1/20 5575.18165\32900156.2 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's Services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's Services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 19 Revised: 5/1120 55575.18165\32900156.2 D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or Services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Consultant guarantees payment of all deductibles and self -insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 20 Revised: 5/1/20 5575.18165\32900156.2 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Speakers T' Adam Carr Founder and CEO, The Western Zen Executive Director, Save A Warrior Former Green Beret B.A., MBA (Ohio State/Stanford) Jake Clark Founder of Save A Warrior Former FBI Agent, Secret Service , LAPD , Army Veteran MBA (Pepperdine), DSW (c) (USC) About this event About The Western Zen: Adam Carr and Jake Clark, Save A WarriorTI trainers, produce leading edge experiences designed to maximize personal and organizational effectiveness. Respected for their forward -thinking ability to catalyze disruptive perspectives, they synthesize a variety of insights into just what exactly goes into the nature of being human. From fields of philosophy, sociology, neurobiology, ontology, anthropology, linguistics, psychology, psychodrama, mythology, art etcetera - actively investigating, inventing, and picking through disparate strands of evidence. Where & When Palm Springs Police Training Center August 30th, 20219:00am - S:OOpm 200 S. Civic Drive Palm Springs , CA 92262 August 31st, 2021 9:OOam - S:00pm September 2nd, 2021 9:OOam - 5:OOpm Please choose one date and RSVP via e-mail to: Sandee.Bosler@palmspringsca.gov The Western Zen Developmental Event: Palm Springs Fire and Police, 2021 (3 Days) The Three Laws of Performance and the Leadership Corollaries — Zaffron & Logan First Law of Performance • How people perform correlates to how situations occur to them o Leadership Corollary 1 • Leaders have a say, and give others a say, in how situations occur Second Law of Performance • How a situation occurs arises in language o Leadership Corollary 2 • Leaders master the conversational domain Third Law of Performance • Future -based language transforms how situations occur to people o Leadership Corollary 3 • Leaders listen for the future of their organization Whether we know it, or not, our future is already written. Similarly, the same holds true for organizations whose futures are already written by their history, circumstances, culture, aspirations, successes, and failures. These "default futures" — given from our past — inform, determine, and shape what is possible for people and the companies they work for. During our presentation, we will uncover, discover, and discard "unknown unknown" barriers for rewriting the future so as to inspire yet -to -be -declared levels of service and performance excellence. Any "philosophy" is an attempt to unfreeze habits of thinking, to replace them by less stiff and restricting ones.... Philosophy is criticizing, dissolving, and stepping over all prejudices, loosening all rigid and constricting molds of thought. We assert that prior to experiencing who one has declared themselves as Being — from futurebased generative language (the space of "nothing") — who one is occurs as a constellation of what is going on for them, internally. During this breakthrough developmental performance event for Palm Springs Fire & Police, we will present a "taste" of an experience designed to maximize personal and organizational effectiveness; a "taste" of what it means to rewrite one's future, whether at work, or at home. The conversation we lead inquires into the basic structure in which we know, think, and act in the world, and creates a powerful opening for change. Our conversations transform the way we think about ourselves, our families, our work, our communities — what we are really up to in life. About The Western ZenTM: Adam Carr & Jake Clark, Save A WarriorTM trainers, produce leading edge experiences designed to maximize personal and professional effectiveness. We work from the fields of philosophy, sociology, neurobiology, ontology, anthropology; linguistics; psychology; psychodrama; mythology, art, et cetera — actively investigating, inventing, and picking through disparate strands of evidence to catalyze disruptive perspectives. We synthesize a variety of insights into just what goes into the nature of being human. About Save A WarriorTM Save A WarriorTM (SAW) is a case study in design thinking for effective, meaningful, and strategic difference making. In 2012, SAW declared the idea that what was needed is a vehicle to inspire systemic change in the way Veterans return from war — to tend to the original wounds of the soul of those who sacrifice for others; not simply managing symptoms from a misdiagnosis. Our passion unites an unusual community of returning Veterans, First Responders, citizen donors, online supporters, and targeted foundations who take collective action to disrupt a pandemic of suicide. Led by its founder, Jake Clark, with all team members having a say, SAW is a transaction -free, evidence -based, intensive integrative healing experience of the first order. At S/SGT Dick Wood Warrior Village — home to the inaugural National Center of Excellence for Complex Post -Traumatic Stress — a shared commitment to a collective vision guides our efforts and the principles we choose to embrace. As visionary thought leaders, we challenge conventional wisdom in novel and inspiring ways. As a platform, we connect the lives of all who are transformed from participating in a shared experience of more than ordinary moments of existence. As a think tank, we share with others our "unique approach to ordinary", our experience, strength, hope and clarity... leaving our mark on medicine, as well as cement a legacy that will continue to bolster the adoption of integrative principles and strategies throughout our nation's healthcare system — and beyond. m EXHIBIT "B" INSURANCE TO. ATTN: SUBJECT. City of Palm Springs City Clerk and Risk Manager Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm Springs that I am a ❑ Sole proprietor Vpartnership ❑ closely held corporation and do not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do not carry workers' compensation insurance coverage. I further warrant that I understand the requirements of Section 3700, et seq,, of the California Labor Code with respect to providing Workers' Compensation coverage for any employees. I agree to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA and tax withholding and similar employment issues. I further agree to hold the City of Palm Springs harmless from loss or liability which may arise from the failure to comply with any such laws or regulations. ontractor Signature Ab,4 m CA ZK. Printed Name of Contractor Z & Tu c.y zo z/ Date Risk Management Approval: Date Janet Vines From: Jeff Ballinger <Jeff.Ballinger@bbklaw.com> Sent: Thursday, July 22, 2021 6:07 PM To: Janet Vines Subject: Re: THE WESTERN ZEN 3 DAY TRAINING / AUTO INSURANCE REQUIREMENT NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe. Hi Janet, As long as they provide the legally required minimum auto insurance, I am OK waiving our other auto insurance requirements. Jeff Ballinger City Attorney x - ---- Jeffrey Ballinger Partner jeff.ballinger@bbklaw.com T: (619) 525-1343 C: (909) 528-9400 www.BBKlaw.com Mm On Jul 15, 2021, at 8:06 AM, Janet Vines <janet.vines@palmspringsca.gov> wrote: Good Morning Jeff, I am working on a Contract for a company called The Western Zen. They will be providing a three day training for our personnel. The training will be held at our Police Department Training Center. The Western Zen company is out of Ohio. The trainers will be flying out and renting a vehicle. They will not be using the vehicle in the course of business, but will park it on City property. Will they be required to provide auto insurance or can that requirement be waived? Procurement said they would need a written response from you to go along with the requisition for a Purchase Order. Thank you for your assistance. Kind Regards, Janet `Uirtea Janet Vines Administrative Assistant Palm Springs Fire Department EXHIBIT "C" PUBLIC INTEGRITY NOTICE �" `N PUBLIC INTEGRITY DISCLOSURE Y< �i A, LICANT DISCLOSURE FOR. CQ� lFORWAP 1. Name of Entity W E STE M F—E4 L to C 2. Address of Entity (Principle Place of Business) '7f 33 E M14f r RoV/ LAi. D05"d i OH 1307 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State if other than Califomia, is the Entity also registered in Califomia? Yes No 5. Type of Entity ❑ Corporation [�imited Liability Company ❑ Partnership ❑ Trust ❑ Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please idenW all officers, directors, members, managers and other flduclaries for the member, manager, trust or other entity A DAM Cam ❑Officer ❑ Director [alNember ❑Manager f [name] I ❑ General Partner ❑ Limited Partner + ❑ Other I Q P o N A >_> C L A KK []Officer ❑ Director 25M ember ❑ Manager I [name] ❑ General Partner ❑ Limited Partner ❑ Other ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other CITY OF PALM SPRINGS — PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 (Revised 0913 18) 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE �T JANE DOE A. 50,14, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] ARAM GAX& [name of owner/investor] oAJ,*I.b Gt hR.K [name of owner/investor] C. [name of owner/investor] A Sl X , THE WE-5TE04 Z&+J 4W— [percentage of beneficial interest in entity and name of entity] 19 %,TWE WEVem Zbj Li. C- [percentage of beneficial interest in entity and name of entitvl [percentage of beneficial interest in entity and name of entitvl [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title I Date tv, ADAM cb-tt— f cEo Z / Tv^!E 2oZ CITY OF PALM SPRINGS — PUBLIC INTEGRITY DISCLOSURE FORM APPLICANT DISCLOSURE FORM Page 2 of 2 (RovicPH nq 1;.1 Ai EXHIBIT "D" CONFLICT OF INTEREST STATEMENT CITY OF PALM SPRINGS, CA CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. NAME OF CONTRACTOR/VENDOR: THE WESTFAF1 ZEAJ , L is C. NAME and TITLE of Authorized Representative: (Print) OA M e"X- , GEo Signature and D to of Authorize Representative: (Sign) (Date) 7-1 J'A0018 Z& Z / EXHIBIT "E" QUOTE Quote r H L — WESTERN ZEN The Western Zen Novel. Disruptive... Essentioi Quote #: 210003 Date:23 June, 2021 Customer ID: Palm Springs Fire Dept TO: Palm Springs Fire Department Dates: 30 August, 2021 Fire Chief Kevin Nadler 300 N El Cielo Rd Palm Springs, CA 92262 760-323-8174 31 August, 2021 02 September, 2021 •Description• - 3.00 225 Large Format Developmental Experience $20,000.00 $25,000 $ 35,000.00 Total Discount $ 25,000.00 Subtotal Sales Tax Total $ 35,000.00 $ 35,000.00 Make all checks payable to The Western Zen lease pay 50% upon agreeance of dates of training. The remaining 507o shall be paid in full no later than 72 hours prior to the start of the training event. 7133 Emmet Row Lane, Dublin, OH ZIP 43017 614-701-7558 TheWesternZen@gmall.com