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HomeMy WebLinkAboutTenzinga, LLC/Fire/16,160/Performance Management System – Sworn Personnel and Leadership DevelopmentTenzinga, LLC Fire Department - 2018 Appropriation # 43-509.00, 44-632.02; P.O. #100899 Contract Not To Exceed $16,160.00 d JA21 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Tenzinga, LLC, an entity duly authorized to do business in the State of Indiana ("Vendor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget appropriation number 43-509.00 and 44-632.02 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Sixteen Thousand One Hundred Sixty Dollars ($16,160.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within thirty-five (35) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in conformance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City and/or by Vendor to and accepted by City, all of which documents are incorporated herein by reference, and that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient for their particular purpose. 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. [S:` mMwts\Plof.Svcs & Goods S-sTwe Dept\2017\Te nga Goods and Savi—d-2202018 1:47 PK Tenzinga, LLC Fire Department - 2018 Appropriation # 43-509.00, 44-632.02; P.O. #100899 Contract Not To Exceed $16,160.00 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. [S:\Can¢acls\Prot.S— & Goods Svcs\Fuc Depl\2017\Te ga Good and S-o-s.doc:2120/2018 1:47 PM[ Tenzinga, LLC Fire Department - 2018 Appropriation # 43-509.00, 44-632.02; P.O. #100899 Contract Not To Exceed $16,160.00 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E -VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E -Verify Law"), Vendor is required to enroll in and verify the work eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E -verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E -Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E -Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E - Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON -ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement [S:SCa ttr U\Prof.Svcs & Goods Sv Tirc DeV\2017\Tmringa Goode and Scr—d-2202018 1:47 PMI Tenzinga, LLC Fire Department - 2018 Appropriation # 43-509.00, 44-632.02; P.O. #100899 Contract Not To Exceed $16,160.00 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel Fire Department Two Civic Square Carmel, IN 46032 If to Vendor: Tenzinga, LLC 188 Front Street Suite 116-107 Franklin, TN 37064 Attention: Bob Norton AND Douglas C. Haney, Corporation Counsel Department of Law One Civic Square Carmel, Indiana 46032 Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. [S:VCmtmU\Prof Svcs & Good. S—Tire Dept\20MT—aga Good and Sm—da::2202018 1:47 PK 4 Tenzinga, LLC Fire Department - 2018 Appropriation # 43-509.00, 44-632.02; P.O. #100899 Contract Not To Exceed $16,160.00 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2018 and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 27. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 28. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. (SAConrt \Prof.S-s & Goods S—Tire Dept\2017\Taringe Goad and Susi—d-2202018 1:47 PMS Tenzinga, LLC Fire Department - 2018 Appropriation # 43-509.00, 44-632.02; P.O. #100899 Contract Not To Exceed $16,160.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: James Brainard, Presiding Officer Date: Mary'Ann.turke, Merpber/ Date: - 3/ 7 / / R Lori S. W#tson Date: 3 ATTEST: 611stine LS.Pau e A C4 , <-T!surer Date: �" IS'Cmcwv�Ad S.�s R Gn1• S�Fvc Ocp11iU1717'rn�ings Qa.ls mil SnvreiJu:12011018 I:17 PMI 6 Tenzinga, LLC By: Authorizg Signature Robert Norton Printed Name CEO Title FID/TIN: 20-5352098 Last Four of SSN if Sole Proprietor: Date: 1/1/18 Proposal for Tenzinga Performance Management System TENIINGA PROPOSAL This proposal is for the Implementation of the Tenzinga Performance Management System for the Carmel Fire Department. Tenzinga proposes to grant a non-exclusive and non -transferable use of Tenzinga's proprietary web -based employee performance management system, including any updates, for an annual fee per user and set-up fee will be waived (see pricing sections). Also proposed in the Investment Proposal section is a Leadership Development course that provides leaders with a new foundation for becoming better leaders and how to best leverage their employees through Tenzinga. During the Term, Tenzinga shall provide the following features, certification and support: a. Tenzinga Performance Power'" with features that Include: • Performance power log submission • View Logs Capability • Annual Reports • Leadership "Tools" Including: mentoring forms, counseling forms, coaching forms, team assessment forms and team member diagnosis forms • Development Plan • Organization Chart • Goals setting module • Individualized Dashboard for each employee b Technical support shall constitute the following: • Assistance from Tenzinga Trained On-site Client Administrator • Email Tech Support UPFRONT/SET UP COST (WAIVED) a Development of Agreement of Expectations for each position including: Tasks/Job Assignments Standards Measurements Proposal for Carmel Fire Department ( o F3 Tenzinga 10.31.17 b Set up of Employees, Positions, Org Chart, and System c Train Carmel Fire Department Client Administrator on general use of system, expectation development (tasks, standards and measurements), and system modification as necessary for system start-up and operation LEADERSHIP DEVELOPMENT In order to accomplish more, with fewer resources, in real time, organizations need strong, yet flexible leaders. Great leaders keep their focus on efficiently and effectively transforming beginners and learners Into peak performers on their critical tasks. Only over a period of time, with appropriate leadership skills being used along the way, do employees reach the levels of competence and commitment that enable them to master tasks and achieve goals. Without good leadership, most employees end up achieving only a moderate level of performance on key tasks instead of pushing through to the highest level possible The leadership challenge then Is to develop people to become more skillful, adaptable, and open to new challenges and change, thus improving productivity. morale, and overall organizational performance and long-term results. The Leadership Development Process Tenzinga has created will be vital to improving the leadership of Carmel Fire Department. This will be a process that will include 1 day seminar on leadership The leadership seminar will cover the specifics of leadership that are practical and crucial to effective leadership. They will highlight a leadership model that includes coaching, mentoring, and counseling for leaders. The emphasis for the leadership development would be to develop each leader into the most of effective leader possible. The leaders would learn how to tap into the resource of the people that are a part of their teams for the benefit of increasing the results of the performance of the leadership of the Carmel Fire Department. The following are the deliverables for the Leadership Development Presentation: Present 1 day Leadership Seminar that would include. • How to improve communication skills of being specific, maintaining or building self-esteem, and active listening. • How to inspire and motivate others. • How to be a coach, not a boss. Proposal for Carmel Fire Department 2 Tennnsa 10.31.17 • How to recognize achievements in a wide variety of ways. • How to get agreement that a problem exists and gain commitment to work on solving it • How to effectively mentor. • How to tap Into the various thinking processes people use. • How to positively confront sub -standard performance. • How to modify behavior for Improved results_ • How to understand what produces conflict and how to skillfully resolve It. • How to apply concepts to real-life situations by using case studies, games, and exercises. • How to analyze development needs and create action plans for using the appropriate leadership style and the techniques of coaching, mentoring, and counseling. Present and Implement a leadership model that Includes coaching, mentoring and counseling roles for the leader. Class size Is up to Carmel Fire Department INVESTMENT PROPOSAL Tenzinga for Carmel Fire Department — Upfront/Set-up Cost (Normally this cost would be $5,580.00) = Waived Annual Fee for 155 Users (S72 per user) = S11,160.00 Leadership Development Course 1 — One Day Course = $2,500.00 Or 3 - One Day Courses = $5,000.00 'Expenses (Travel, hotel and food) are not Included, but are to be Invoiced and paid at time of service. &A] Proposal for Carmel F re Department �T Tenzinga 10.31.17 V EXHIBIT B Invoice Name of Company: Address & Zip: Telephone No.: Fax No.. Project Name: Invoice No. Purchase Order No: Date: Signature Printed Name Goods Services Person Providing; Goods/Services Date (;oodti/ tier%ice Prn% ided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation & Disability Statutory Limits Employer's Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products -completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 50,000 Comprehensive Auto Liability (owned, hired and non -owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accidew $500,000 each accident $500,000 11 111 1 111 Tenzin a g Performance Management November 14, 2017 Denise Snyder Budget & Accreditation Manager Carmel Fire Department 2 Civic Square Carmel IN 46032 Denise, In response to your request, HRE, LLC dba Tenzinga does not have any employees. All personnel connected to Tenzinga are independent contractors that are 1099 status each year. Any questions please call me directly. Sincerely, bNoro CEO/Founder HRE, LLC ,dba Tenzinga 615.647.8230 HRE, LLC dba Tenzinga 188 Front St., Suite 116-107 Franklin, TN 37064 INDIANA RETAIL TAX EXEMPT Page 1 of 1 City ®� Carmel CERTIFICATE NO. 003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 100899 ONE CIVIC SQUARE 35.6000972 THIS NUMBER MUST APPEAR ON INVOICES, AIP CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 11/9/2017 372055 Performance Management System - Sworn TENZINGA Fire Department VENDOR 188 FRONT STREET SHIP 2 Civic Square SUITE 116-107 TO Carmel, IN 46032 - FRANKLIN, IN 37064 - PURCHASEID BLANKET CONTRACT PAYMENTTFRM,, FREIGHT 20581 QUANTITY UN'TOFMEASURE DESCRIPION UNIT PRICE EXTENSION Department: 1120 Fund: 101 General Fund Account: 43-509.00 1 Each Leadership Development $5,000.00 $5,000.00 Sub Total $5,000.00 Department: 1120 Fund: 102 Ambulance Capital Fund Account: 44-632.02 155 Each Performance Management System - Sworn Personnel $72.00 $11,160.00 Sub Total $11,160.00 ltl Send Invoice To: Fire Department 2 Civic Square Carmel, IN 46032 - PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYM NT $16,160.00 SHIPPING INSTRUCTIONS AIPVOUCHER CANNOT BEAPPROVED FOR PAYMENT UNLESS THE P.O. NUMBER ISMADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN 'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN 'C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. 'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL 'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY - - - - - Denise Snyder James Crider TITLE Budget & Accreditation Manager Administration CONTROL N0. 100899 CLERK -TREASURER