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HomeMy WebLinkAboutA8688 - NEXTIONS LLCCONSULTING SERVICES AGREEMENT (Anti -racism training by Nextions LLC) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on December 18, 2020, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Nextions LLC, an Illinois limited liability company, a diversity and inclusion education company, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of diversity and inclusion education company to provide a city-wide, anti -racism training, ("Project"). B. Consultant has submitted to City a proposal to provide anti -racism training 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 Scone of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide anti -racism training services to City 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" includes the agreed upon schedule of performance and the schedule of fees. 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: 5/1 /20 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 according to the agreed upon schedule of performance set forth in Exhibit "A." 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 in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $22,500, which is explained in Exhibit "A". 3.2 Method of Payment. 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. Payments shall be based on both the hourly rates and virtual training project component fees set forth in Exhibit "A" 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. City shall notify Consultant in writing if funds will not be appropriated prior to consultant beginning the work. 2 Revised: 5/1 /20 5 5575.18165\32900156.2 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period 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, the 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 commencing on December 18, 2020, and ending on July 1, 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. 3 Revised: 5/1 /20 55575.18165\32900156.2 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 decisions in its behalf with respect to the specified Services and work: Dr. Arin N. Reeves, President and Managing Director. 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 designee ("Contract Officer"). Consultant or a representative of 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 provisions 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. 4 Revised: 511120 5 5575.18165\3 2900156.2 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. Name: Dr. Arin Reeves Emma Laurent Autumn Worten Jessica Shoemaker Various Administrative 6. INSURANCE Title: President and Managing Director Consulting Services Manager Client Services Manager Research Specialist & Project Manager Consultant assigned Administrative Staff to assist as necessary 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 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), 5 Revised: 5/1/20 55575.18165\32900156.2 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 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. 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 6 Revised: 5/1/20 5 5575.18 l 65\32900156 2 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. 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. 7 Revised: 5/1 /20 55575.18165\32900156.2 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 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: Nextions, LLC Attention: Dr. Arin N. Reeves 1341A South Indiana Ave. Chicago, Illinois 60605 US 8 Revised: 5/1 /20 55575.18165132900156.2 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 signed 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 that 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 party 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 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] 9 Revised: 5/1 /20 55575.18165\32900156.2 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND NEXTIONS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: David H. Ready, P City Manager APPROYM PY CRY MANAGER APPROVED AS TO FORM: ATTEST Al9—NTC By: 4eey` taU �r, City Attorney 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. CONSULTANT NAME: Nextions LLC 1341A South Indiana Ave. Chicago, Illinois 60605 US r� By: . Ari;VReeves (Notarized) i Check one _Individual Partnership _Corporation _LLC Not To Excees Without The Express Wrif#err Authorization Of The City Manager. 55575,18165"UZ900156.2 10 Revised: 511/20 CIYL RODE § 110 A nm y Pullin Cr — liar IFI r 0 tine dtlm m W WTee odj ft ideaiy of fw id�Ni ' - rto ignd Ur dodsdaenet4efifnllidadtli�diatddiedandnot�d a�===c*WVm fgd#wdoadrdnL State of Illinois � before ma.DAb Nrb lrmw1 Abm rnd Tulle of bW OAlianr pereQnLVI yea afro proved to me m the bane of y wKi nce to be the peramN whome nan mW mAmm aAWcabed to the -Min, wmbwnet and mkwwkdgod to no tot hdah@ Mnetr a sm*od Nre cans in ar and thed bV hb twdVmir ueW an the wmbune * &S — ee°e�y}, Pa aonM acted arroaAed the 'um bumw t. 1 certify under PENALTY F R1URV the i of the State of Illinois at foregoing ragra SER is true and correct. ppV15•�u5 Kya� p flda1 sea, t Mtnots �c .Ste p1re, �U% Z6 ZOZA p°tarY isslo^ E.xP MY �Om� Pica Afo6ay Se d Above OPJJraHAL Thwah ilia aeWan 4QpE(orad co,rtpteSrq 63is Irtltahration oan defieraltera(iondine doaeAerd rr b�ddarrtiarfbrdxrrentdthts fwM Am an teed dmzmw t. Deecnpban of 1116ndned Doaanent Tithe or Type of Document Nmdar of Pmpeo Donrmacd fide: OWm"cedar Then M rned Above: � fllaiaad � fibraG r—Tme ❑ Ir■i.idiaf ❑ Aflw+ay in Fact ❑ Tnabe ❑ Anardam or Oonsayscr ❑ OMar_ ft—b R1110de111~ awmestam¢ ❑•ounce. —TOOK ❑ F%Ebar — O Urd'led ❑ t3wvwA O brdvidual ❑Aitlomey in Fact OThmdue ❑ Gum of Co msrvfcr ❑ OMar 8*w k RmpummikW DOMWdionrNAwyAmoddin•+nrrll�aMMMEryOw•14004A NOTARY{t-I004754MM &Maw 55575.19165\32900156.2 11 Revised. 511Y20 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 12 Revised: 5/1/20 55575.18165\32900156.2 EXHIBIT "A" I. DESCRIPTION OF SERVICES The City has retained Nextions as part of its efforts to impact organizational excellence and individual success through leadership and inclusion. Specifically, Dr. Arin N. Reeves will develop and deliver the following: A. Strategic Advising & Consulting The Nextions team, led by Dr. Arin N. Reeves, is available to provide strategic consulting, education, and implementation counseling in the areas of diversity, inclusion, equity and leadership to the City. Dr. Reeves is available to provide general consulting, feedback, review of materials, creation of curriculum, strategic advice, and host strategy and working sessions for the City and its leadership as requested by the City, in order to ensure that the City reaches it's overall 2021 diversity and inclusion programming and cultural goals. Specifically, this will include, but is not limited to, listening sessions that include City employees of the City's leadership's choosing. These listening sessions will inform virtual and in -person trainings developed and delivered by Dr. Reeves. Given our conversations thus far, we believe a blended rate as detailed below will be a productive use of the City's resources. Nextions will send the City an invoice at the end of each month that will include projects from January 4, 2021, through December 31, 2021. Following December 31, 2021, Nextions and the City will determine project needs and next steps if necessary. Project Date(s): Dr. Reeves is available for all scenarios outlined in Item I.A. at dates and times that are mutually agreeable to both parties. • Project Component Fees: • $450 per hour for audio conferences calls involving Dr. Reeves (this will blend all of the scheduling and other efforts into one simple participation rate); For audio conference calls upon which Dr. Reeves cannot be present, the fee will be $150 per hour for a Nextions team member to participate and/or transcribe notes; $450 per hour for Dr. Reeves' review of materials, providing feedback, or the creation of curriculum or other content; EXHIBIT "A" • $650 per hour for video -conference calls involving Dr. Reeves (this will blend all of the scheduling and other efforts into one simple participation rate) • Item I.A. will not exceed a project total of $6,000 in services unless requested and put into writing by the City. B. Unlearning Racism: Understanding Racism, Becoming Anti -Racist (60- minute virtual presentation; Audience: TBD) This presentation rooted in research, current events, and proven strategies challenges participants to analyze the structures of power and privilege that impact racial equity/justice and empowers them to be proactive anti -racists in their interactions at work and in their communities. Participants will develop: a common definition of racism and an understanding of its different forms: individual, institutional/systemic, linguistic, and cultural; a common language and analysis for examining racism in the United States; and a connection to how racism impacts their everyday lives. The presentation will cover some foundational issues like the historical context for how racial classifications in the United States came to be and how and why they are maintained and how unlearning racism is the key to becoming an active anti -racist. • Each presentation will be tailored to the City's chosen audience. • Please note: All of our trainings include updated research on how, in the weeks leading up to the presentation date, COVID-19 and the racial justice movement impact the curriculum content and suggested strategic action steps for attendees. • Project Dates: • Dr. Reeves is available to conduct a content prep call on March 23, 2021: 12:00 PM - 12:30 PM PT / 2:00 PM - 2:30 PM CT • Dr. Reeves is available to present this presentation three times on the following dates and times, for the City's chosen audience: • April 22, 2021: 11:30 AM - 12:30 PM CT / 1:30 PM - 2:30 PM CT • April 26, 2021: 11:30 AM - 12:30 PM CT / 1:30 PM - 2:30 PM CT • April 29, 2021: 11:30 AM- 12:30 PM CT / 1:30 PM - 2:30 PM CT • Project Component Fee: $16,500 Any connected presentations done by Nextions LLC may not be recorded, distributed, or shared without express written consent from Nextions LLC. EXHIBIT "A" Nextions will use their presentation platform for all virtual sessions. If the City insists on using their own platform, Nextions will not guarantee the quality of the recording/video and will not re-record any part thereof. Dr. Reeves will develop and present a tailored webinar/virtual conference via the GoToWebinar platform. A Nextions associate will arrange for the set-up of the platform and invitations via a Nextions account. (Our virtual trainings and webinars are designed for virtual delivery and have several components of engagement and interactivity for the participants and can include introductory/closing remarks from your organization and other ways to highlight the uniqueness of the program for you.) Nextions will create the registration link that will be sent to the client to send to their participants to register and receive their individual join link for the day -of presentation. PLEASE NOTE: Due to time constraints, Nextions is not able to register participants on behalf of the client. In delivering the above, we promise to stay away from outmoded thinking, tepid ideas, and imitative strategies in order to provide you with the most innovative approaches to achieve the impact you want. II. FEES AND PAYMENT Nextions LLC will be compensated by the City in the amount of $150 - $650 per hour for parameters laid out in Item I.A., not to exceed $6,000 without written request of the City; and, $16,500 for three, 60-minute virtual presentations as outlined in Item I.B. This component fee is inclusive of all preparatory conference calls and all background research/work. For items outlined in Item I.A., Nextions will invoice the City at the end of every month for the work completed in the last 30 days. For items outlined in Item I.B., Nextions will invoice the City for the full amount of this portion via electronic invoice upon completion of the project (and if you feel that we have lived up to our promise of unsurpassed excellence, we will happily accept additional compensation in the form of friendship and good karma!) III. INVOICE CONTACT AND ADDRESS Please fill out the appropriate contact information for submitting an invoice once the project is complete. Full Name: Address: EXHIBIT "A" Email: City, State: Phone Number: Zip Code: IV. NECESSARY APPROVAL OF CHANGES Any changes made to the description and/or delivery of services above must be pre -approved by Nextions LLC and will be subject to Dr. Reeves' availability. As you may expect, these changes could alter the terms of this agreement - specifically, the project fees as detailed in Section II above. Nextions LLC will notify you of any possible changes to the project fees as part of the approval process for the changes, and we will work with you to ensure that we execute the excellence in service and delivery that you have come to rely upon from Nextions LLC. V. CONFIDENTIALITY AND NON -DISCLOSURE We firmly believe that excellent and innovative solutions can only be developed and delivered within the context of mutual respect and trust. Per that belief, Nextions LLC and all of its employees and partners agree to maintain the highest level of confidentiality while working under this agreement, and we will treat all correspondence, communications, and materials related to the agreement in this way, as well as information shared during discussions and other information gathered in the due course of a confidential client engagement. VI. FORCE MAJEURE Neither party shall be liable for any costs or damages due to delay or nonperformance arising out of any cause or event beyond such party's control, including, without limitation, cessation of services hereunder or any damages resulting therefrom to the other party as a result of work stoppage, natural disaster, government action, any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction or transportation, or transportation cancellations or delays. Nextions has the right to cancel and reschedule a presentation and/or request to present via virtual delivery any scheduled in -person presentation as the result of travel restrictions or cancellations due to COVID-19 issues or any issues noted above. If a session is not fit for a virtual component, the City must notify Nextions in writing. VII. INTELLECTUAL PROPERTY RIGHTS & RECORDING OPTIONS EXHIBIT "A" It is our policy to never give permission to relinquish a license, title, intellectual property rights, ownership, copyright, royalties, or the ability (in any way) to sell Dr. Reeves' work product or to benefit monetarily from her work. Dr. Reeves owns all rights to her work product. PLEASE NOTE: Nextions will not provide any presentation slides or handouts before or after the presentation due to internal intellectual property guidelines. Nextions will record virtual sessions and, if client requests, will host the recording on the Nextions password -protected website for at least 30 days where participants are able to view again and take necessary notes. INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability insurance against claims resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain 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 Illinois workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. 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 Scone of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 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. 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 Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 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 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. 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. 14 Revised: 511/20 55575.18165\32900156.2 Verification of Insurance coverage may be provided by 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 workperformed 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. 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. 15 Revised: 5/1120 55575,18165\32900156.2 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 Aeainst 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: ,ALX-7—r ,DAIS LLC... NAME and TITLE of Authorized Representative: (Print) A-t2irJ /U R.teevas_ AiP2�e_e.1�/, Signature and Date of Aut horized Representative: (Sign) _ 0_&,t , T Q,e T_.4• (Date) eXD PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity k 7` r v ^,�c L. L C- 2. Address of Entity (Principle Place of Business) 7 I � � c� v '� �iU.�1 �y�4-fv ✓�- � if � i C o 3. _ oe Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State TLLi N o is If other than Califomia, is the Entity also registered in Califomia7 D Yes No 5. Type of Entity ❑ Corporation Limited 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 identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity 6 R 4 V i WA P ty i 1< R-P—VP c ❑ Officer ❑ Director Kmember ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other El 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 09 13 18) 7. Owners/investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE 506, ABC COMPANY, Inc. [name of ownerlinvestor] [percentage of beneficial interest in entity and name of entity] A. (name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. (name of ownerlinvestor) (percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] (percentage of beneficial interest in entity and name of entity] D. [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 entity] 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 Date OAx.n, 7L- T-uvt.4, e- C -- A-\ 0 -q 0 CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 (Revised 09 13 18) CONTRACT ABSTRACT Contract Company Name: Company Contact: Nextions LLC Dr. Arin Reeves Summary of Services: Anti -racism training Contract Price Funding Source: Contract Term $22,500 Dec 2020 — July 2021 Contract Administration Lead Department: Human Resources Contract Administrator: Kim Hardcastle Contract Approvals Agency Approval Date: Minute Order/Resolution Number: Agreement Number: II ?)(Psq Contract Compliance Exhibits: Signatures: Insurance: Bonds: Contract prepared by: Stephanie George Submitted on: r. z By: 0A�`�-( �'