HomeMy WebLinkAboutAgreement A-24-037 Amendment I to Agreement with Nightingale Resolutions.pdf Agreement No. 24-037
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement A-22-480 ("Amendment No. 1") is dated
3 January 23, 2024, and is between Nightingale Dispute Consultants, Inc., a California
4 corporation ("Contractor"), DBA Nightingale Resolutions, and the County of Fresno, a political
5 subdivision of the State of California ("County").
6 Recitals
7 A. On October 25, 2022, the County and the Contractor entered into agreement number A-
8 22-480 ("Agreement"), for Contractor to provide transformative leadership and conflict resolution
9 training services to further develop the Probation Department's leadership team.
10 B. The County and the Contractor now desire to amend the Agreement to expand the
11 scope of services to include the District Attorney's Office, and increase the maximum contract
12 compensation amount accordingly.
13 The parties therefore agree as follows:
14 1. Section A, located on page one of the Agreement, is deleted in its entirety, and
15 replaced with the following:
16 "A. The County, through its Probation Department and District Attorney's Office
17 (individual, "Probation" and "District Attorney's Office," and collectively,
18 "Department") has determined there is a need for transformative leadership and
19 conflict resolution training services to further develop the Department leadership
20 team, grow professional capacities, and foster an environment of unity."
21 2. Section 1.4, located on page two of the Agreement, is deleted in its entirety, and
22 replaced with the following:
23 1.4 The services shall be provided at the Juvenile Justice Campus ("JJC") and
24 at other designated locations specified by the Department. Contractor shall not
25 have any right to control or exclusively possess all or any portion of any County
26 facility, including the JJC, and at any time, authorized County staff may enter
27 County facilities, including the JJC, where Contractor is performing services."
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1 3. Section 3.2, entitled "Maximum Compensation," located on pages two and three of
2 the Agreement, is deleted in its entirety and replaced with the following:
3 "3.2 Maximum Compensation. The maximum compensation payable to the
4 Contractor under this Agreement is Seventy-Four Thousand Five Hundred and
5 Fifty Dollars ($74,550) during the initial annual term of this Agreement. The
6 maximum annual compensation for years two and year three is Ninety-Four
7 Thousand Four Hundred and Twenty-Five Dollars ($94,425). In no event shall
8 compensation paid for services performed under this Agreement exceed Two
9 Hundred Sixty-Three Thousand, Four Hundred Dollars ($263,400) during the
10 total possible three-year term of this Agreement. The Contractor acknowledges
11 that the County is a local government entity, and does so with notice that the
12 County's powers are limited by the California Constitution and by State law, and
13 with notice that the Contractor may receive compensation under this Agreement
14 only for services performed according to the terms of this Agreement and while
15 this Agreement is in effect, and subject to the maximum amount payable under
16 this section. The Contractor further acknowledges that County employees have
17 no authority to pay the Contractor except as expressly provided in this
18 Agreement."
19 4. Section 3.3, entitled "Invoices" located on page three of the Agreement, is deleted in
20 its entirety and replaced with the following:
21 "3.3 Invoices. The Contractor shall submit invoices for the Probation
22 Department to Fresno County Probation Department, 3333 East American Ave.
23 Bldg. 701 Ste. B Fresno, CA 93725, or electronically to:
24 Probation lnvoices(c0tresnocountyca.go\, The Contractor shall submit invoices for
25 the District Attorney's Office to Fresno County District Attorney's Office, 2100
26 Tulare Street, Fresno, CA 93721, or electronically to:
27 DAbusinessoffice(a-)fresnocountyca.gov.
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1 The Contractor shall submit each invoice within 60 days after the month in which
2 the Contractor performs services, and in any case, within 60 days after the end of
3 the term or termination of the Agreement."
4 5. Section 5.1, entitled "Contact Information," located on page four of the Agreement, is
5 deleted in its entirety and replaced with the following:
6 "5.1 Contact Information. The persons and their addresses having authority to
7 give and receive notices provided for or permitted under this Agreement include
8 the following:
9 For the County:
Chief Probation Officer
10 County of Fresno
Probation Department
11 County of Fresno
3333 E. American Ave., Suite B
12 Fresno, CA 93725
13 and
14 District Attorney
County of Fresno
15 District Attorney's Office
2100 Tulare Street
16 Fresno, CA 93721
17
For the Contractor:
18 President
Nightingale Resolutions
19 5132 N Palm Ave #362
Fresno, CA 93704
20 tim.nightingaledc@gmail.com
Tel: 559.970.4349
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22 6. Exhibit A to the Agreement is deleted in its entirety, and replaced with the attached
23 Exhibit A-1.
24 7. Exhibit B to the Agreement is deleted in its entirety, and replaced with the attached
25 Exhibit B-1.
26 8. When both parties have signed this Amendment No. 1, the Agreement and this
27 Amendment No. 1 together constitute the Agreement.
28 9. The Contractor represents and warrants to the County that:
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1 a. The Contractor is duly authorized and empowered to sign and perform its
2 obligations under this Amendment No. 1.
3 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
4 authorized to do so and his or her signature on this Amendment No. 1 legally
5 binds the Contractor to the terms of this Amendment No. 1.
6 10. The parties agree that this Amendment No. 1 may be executed by electronic
7 signature as provided in this section.
8 a. An "electronic signature" means any symbol or process intended by an individual
9 signing this Amendment No. 1 to represent their signature, including but not
10 limited to (1) a digital signature; (2) a faxed version of an original handwritten
11 signature; or (3) an electronically scanned and transmitted (for example by PDF
12 document) version of an original handwritten signature.
13 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is
14 deemed equivalent to a valid original handwritten signature of the person signing
15 this Amendment No. 1 for all purposes, including but not limited to evidentiary
16 proof in any administrative or judicial proceeding, and (2) has the same force and
17 effect as the valid original handwritten signature of that person.
18 c. The provisions of this section satisfy the requirements of Civil Code section
19 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code,
20 Division 3, Part 2, Title 2.5, beginning with section 1633.1).
21 d. Each party using a digital signature represents that it has undertaken and
22 satisfied the requirements of Government Code section 16.5, subdivision (a),
23 paragraphs (1) through (5), and agrees that each other party may rely upon that
24 representation.
25 e. This Amendment No. 1 is not conditioned upon the parties conducting the
26 transactions under it by electronic means and either party may sign this
27 Amendment No. 1 with an original handwritten signature.
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1 11. This Amendment No. 1 may be signed in counterparts, each of which is an original,
2 and all of which together constitute this Amendment No. 1.
3 12. The Agreement, as amended by this Amendment No. 1, is ratified and continued. All
4 provisions of the Agreement not amended by this Amendment No. 1 remain in full
5 force and effect.
6 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
NIGHTINGALE RESOLUTIONS COUNTY C>FFRESN{}
5 �
8 |/m Nightingale, President,,, - Nathan w'uyu�/ BoardC /unmn of the �w* of
� Supervisors of the County ofFresno
7 5132N Palm Ave#362
Fresno, CA 93704
8 Aftest:
Bernice E. Seidel
8 Clerk of the Board ofSupervisors
County of Freono. State of California
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11 By:
Deputy
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For accounting use only:
13
Probation
14 OngNo.: 343DSS8B
Account No.: 7285
15 Fund No.: 0001
Subclass No.: 1000O
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17 District Afforney
18 Account No.: 7295
Fund No.: OOO1
19 Subclass No.: 1OOOD
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Exhibit A-1
1 Scope of Services
2 Nightingale Resolutions will engage in agreed upon services and deliverables, as described in
3 this Exhibit A-1.
4 Probation Department
5 1) Probation Executive Council (EC) Resources: Making resources available to EC as
members shift focus towards fulfilling EC's highest goals and exercising the members'
6 highest collective potential.
7 a.Executive Coaching: Participants gain knowledge and discern the options prior to
taking action steps.
8 b.Collaborative Meetings: Strategically convening key groups for intentional
9 conversations.
2) Task Forces: Launching and sustaining opt-in topic centered work groups with EC level
10 commitment to piloting innovations will give Probation an ability to attend to obstacles
identified through the Assessment and any additional obstacles noted along the way.
11 Additional detail is shown on page A-3.
12 a.Potential Task Force Topics, as ascertained from Assessment and on-going work:
i. Employee Retention
13 ii. Succession Planning
iii. Access to Information
14 iv. Unity
15 v. Appropriately Inclusive Decision-Making
vi. Tracking Progress
16 vii. Evidenced-Based Practice (EBP)
viii. Increasing Field Interactions for Officers
17 3) Training Resources: Mutually agreed upon training opportunities that do not naturally fit
18 within the "EC Resources" or"Task Forces" categories.
19 Professional Fees Total $74,550 per year, $223,650 over potential three-year term
20 ■ Service Term 11/01/2022 — 10/31/2025
■ Scheduled in the format of full-day reservations for services related to
21 consulting/training/documentation engagements, with proposed service fees detailed in
22 Exhibit B.
o This scope of services estimates approximately forty days of services for
23 consulting/training/documentation engagements, as outlined on page A-3 &
Exhibit B
24 It should be noted that while page A-3 & Exhibit B-1 propose an
estimated number of training days for each service type, ultimately
25 Probation and Nightingale Resolutions will agree upon and jointly
26 schedule the allotted workdays for specific services, (currently proposing
an estimated 34-42 workdays, with proposed breakdowns shown on page
27 A-3 & Exhibit B-1).
■ These mutually agreed upon days will be scheduled as close to the
28 beginning of the engagement calendar as is feasible, up to 6 months in
advance.
A-1
Exhibit A-1
1 Once a day is mutually agreed upon by both Probation and Nightingale
Resolutions, it will be held on behalf of Probation by Nightingale
2 Resolutions and Probation will be invoiced for actual services rendered
3 on that day. The services rendered on that day may be non-client facing,
or with clients, and take place either in person or via an online platform.
4 o Both Probation and Nightingale Resolutions will commit to the allotted days,
unless both parties mutually agree upon rescheduling the allotted days. Exhibit
5 B-1 describes the types of activities that may be invoiced on those allotted days.
6 o If a training/consulting engagement is mutually agreed upon that is over and
above the allotted amount, it will be invoiced at the same rate, as defined in
7 Exhibit B-1.
o If a mutually agreed upon training/consulting engagement requires additional
8 mutually agreed upon services, Nightingale Resolutions will be reimbursed for
the additional expenses, as defined in Exhibit B-1.
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A-2
Exhibit A-1
1 Task Force Stage EC Task Force Task Force session 25 Total Days
Session x Time by Time Reserved*
2 Common Goal 2 x 3 hrs = 6 hrs 1
3 Launch Groups 2x3 hrs = 6hrs 2x3 hrs = 6hrs 2
Train Leaders 4 x 3 hrs = 12 hrs 2
4 Develop 2x3hrs = 6hrs 8x3 hrs = 24hrs 5
Recommendations
5 Prepare 2x3 hrs = 6hrs 4x3 hrs = 12hrs 3
Recommendations
6 Recommend 2x3 hrs = 6hrs 2x3 hrs = 6hrs 2
7 Negotiate 2x3 hrs = 6hrs 2x3 hrs = 6hrs 2
Implement 4x3 hrs = 12hrs 4x3 hrs = 12hrs 4
8 Sustain 8 x 3 hrs = 24 hrs 4
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10 Task Force Projects
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Common Goal Gain Data Innovate&Affirm Implement&
13 Sustain
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21 Agreed upon What we already know. Recognize what is in place that Accept
direction/purpose What we need to know. meets the desired requirements. recommendations.
22 for Work Group Discovering what we don't Recommend what could move the Organize steps for
23 know. work forward. change.
24 Follow steps.
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A-3
Exhibit A-1
1 Requirements specific to the Fresno County District Attorney's Office:
2 4) Strategic Planning Meeting Resources: Providing training and direct services that
focus on skills in the areas of leadership, communication, conflict transformation,
3 collaboration and team growth.
4 a.Executive Coaching: Regularly scheduled meeting dedicated to professional
growth and implementing the leadership strategies discussed in the team
5 building sessions.
6 b.Training Resources: Training for Assistant District Attorneys, Commanders, and
Chief Deputy District Attorneys, and other staff(as agreed upon). Organized by
7 division, agenda will include:
i. Skill Building Activities
8 ii. Application of Team Growth Cycle
9 iii. Identification of Next Steps for Team
c.Collaborative Priority Development Opportunity: The following collaborative
10 conversation team building activities are designed to locate specific areas of
collaboration and initiate constructive dialogue. This intentional direction gives
11 organizations the ability to work towards common goals across the chain of
12 command.
i. Locating priorities for the District Attorney's Office and/or division
13 ii. Setting goals
iii. Defining Timelines
14 iv. Creating Action Plans
15 d.Implementation: Adopt agreed upon adjustments
16 Professional Fees Total $19,875 per year; $39,750 over term of the Agreement
17 • Service Term 01/23/24 — 10/31/2025
• Proposal includes six executive coaching sessions (with 4 participants) and five sessions
18 with each selected team. These sessions are spread out over three to four months. The
19 layout of the sessions is detailed in Exhibit B-1.
• It should be noted that while Page A-5 & B-2 provide an example with an estimated
20 number of hours for each service type, ultimately the District Attorney's Office and
Contractor will agree upon and jointly schedule the allotted times for specific services
21 (The estimate with proposed breakdowns is provided on page A-5 & B-2).
22 • Both District Attorney's Office and Contractor will commit to the allotted days/times,
unless both parties mutually agree upon rescheduling the allotted days/times. Exhibit B-
23 1 describes the types of activities that may be invoiced.
• If a mutually agreed-upon training/consulting engagement requires additional mutually
24 agreed-upon services, District Attorney's Office shall reimburse Contractor for the
25 additional expenses, as defined in Exhibit B-1.
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A-4
Exhibit A-1
1
2 Example of Schedule
3
4 Task Force Stage Projected Sessions 25 Total '/2 Days
x Time Reserved*
5 Introduction to 3 x 2.5 hrs = 7.5 hrs 3
6 Training
Respect 3 x 2.5 hrs = 7.5 hrs 3
7 Trust 3 x 2.5 hrs = 7.5 hrs 3
Decision-Making 3 x 2.5 hrs = 7.5 hrs 3
8 Practices
9 Outcomes and 3 x 2.5 hrs = 7.5 hrs 3
Feedback
10 Priorities Identified 2 x 1.5 hrs = 3 hrs 1
Invite Participation 2 x 1.5 hrs = 3 hrs 1
11 from Key Participants
Collaborate on 2 x 1 hrs = 2 hrs 1
12 identified Priorities
Implement and 2 x 1 hrs = 2 hrs 1
13 Sustain
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17 Task Force Projects
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20 Priorities Invite Participation Collaborate on Implement and
identified during from Key identified Sustain
21 training Participants Priorities
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A-5
Exhibit B-1
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
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6 Specific Service Fees
7 Executive Coaching $150 per session
8 (Executive Coaching takes place in (Sessions range from 45 minutes
a 1-on-1 format) to 1 hour)
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10 Training/ Collaborative Meetings
$312.50 per hour
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13 Task Force Projects $375 per hour
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Service Commitment Days Set Aside/Associated Forecasted
17 Fees Total
18 $74,550
19 Executive Coaching 1 session with 12 Days/8 sessions per day = 96 $14,400
20 EC (8 members) each member sessions
once per
21 month $150 per session
22 Executive Coaching 1 Session 26 sessions/$150 per session $3,900
Chief Every 2
23 Weeks
24 Task Force—Work 50 three-hour 25 Days/ $2,250 per reserved $56,250
Groups sessions, day (6 hours at $350/hour)
25 organized into
26 25 reserved $1,125 per half day reserved (3
days (6 hours)
27 hours/day)
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B-1
Exhibit B-1
1 Requirements specific to the Fresno County District Attorney's Office:
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B (Not to exceed $39,750).
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6 Specific Service Fees
7 Executive Coaching $250 per session
8 (Executive Coaching takes place in (Sessions range from 45 minutes
a 1-on-1 format) to 1 hour)
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10 Training/ Collaborative
Meetings/MCLE $425 per hour
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13 Example of Schedule and Fees
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15 Examples of Service Commitment Examples of Days Set Aside Forecasted
/Associated Fees Total
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$26,187.50
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18 TOTAL NOT TO
EXCEED
19 $39,750
20 Executive Coaching 1 session with 4 Days/6 sessions per day = 24 $6,000
(4 members) each member sessions
21 once per
month $250 per session
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Training 1 Session 15 sessions/$1,062.50 per $15,937.50
23 Every 2-3 session
24 Weeks per
group
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Collaborative 1 Session 4-6 sessions/between $425 & $ 4,250
26 Meetings Every 2-3 wks $850 per session
after training
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B-2