HomeMy WebLinkAboutC23-348 The Kaleidoscope GroupAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND THE KALEIDOSCOPE GROUP, LLC THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between The Kaleidoscope Group, a Limited Liability Corporation (hereinafter “Contractor” or “Consultant”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Eagle County contracted with Contractor to provide consulting services to design and facilitate an inclusive and engaging planning and learning process that results in supportive Equity, Diversity, and Inclusion practices for Eagle County (C21-465); and WHEREAS, the County desires to have Contractor perform additional consulting services for additional compensation as set forth herein; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than March 1, 2024 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 10/31/2023 2 Eagle County Professional Services IT Final 8/15/2022 2. County’s Representative. The Administration Department’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 1st day of March, 2024. 4. Extension or Modification. This Agreement may be extended for up to three additional one-year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $225,300. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 3 Eagle County Professional Services IT Final 8/15/2022 budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 4 Eagle County Professional Services IT Final 8/15/2022 employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 5 Eagle County Professional Services IT Final 8/15/2022 to time amended, or otherwise available to County, its subsidiary, associated and/or affiliated entities, successors, or assigns, or its elected officials, employees, agents and volunteers. xii. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Rhea Silverkorn 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8500 E-Mail: rhea.silverkorn@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 6 Eagle County Professional Services IT Final 8/15/2022 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: The Kaleidoscope Group, LLC Primary Project Contact: Chris Georgas 416 W. Ontario Street, C-2 Chicago, IL 60654 Email: chris.georgas@kgdiversity.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements and Contractor Representations. DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 7 Eagle County Professional Services IT Final 8/15/2022 a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 8 Eagle County Professional Services IT Final 8/15/2022 k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 16. Data Security. a. Definitions: i. “County Data” means all data created by or in any way originating with County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with County and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Contractor Services and Protected Information. ii. “End User” means the individuals (including, but not limited to employees, authorized agents, students and volunteers of County; Third Party consultants, auditors and other independent contractors performing services for County; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of County provided services; and any external users collaborating with County) authorized by County to access and use the Services provided by Contractor under this Agreement. iii. “Protected Information” includes, but is not limited to, personally-identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. §§ 24-72-101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such information. The loss of such Protected Information would constitute a direct damage to the County. iv. “Security Incident” means the potentially unauthorized access by non-authorized persons to personal data or non-public data the Contractor believes could reasonably result in the use, disclosure or theft of County Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 9 Eagle County Professional Services IT Final 8/15/2022 b. During the course of Contractor's performance of the Work, the Contractor may be required to maintain, store, process or control County Data. The Contractor represents and warrants that: i. Contractor will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data; ii. Contractor’s collection, access, use, storage, disposal and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Contractor will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Contractor becomes aware of it; iv. Contractor will provide information sufficient to satisfy County’s legal and regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to County. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Contractor will promptly return or destroy any County Data upon request from the County Representative. c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 10 Eagle County Professional Services IT Final 8/15/2022 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Kathy Chandler-Henry, Chair Attest: By: _____________________________ Regina O’Brien, Clerk to the Board CONSULTANT Chris Georges, The Kaleidoscope Group, LLC By: _____________________________________ Print Name: ______________________________ Title: ____________________________________ DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 Chris Georgas COO Matt Scherr, Vice Chair _________________________ 11 Eagle County Professional Services IT Final 8/15/2022 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 STATEMENT OF WORK ADDENDUM TO SUPPORT DEI AT EAGLE COUNTY Prepared by: Katarina Vinyard-Perez Consultant Prepared for: Jeff Shroll County Manager 03 / 07 / 2023 DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 SECTION 1: ABOUT THE KALEIDOSCOPE GROUP The Kaleidoscope Group, LLC (KG) is a full-service diversity, equity and inclusion (DEI) consulting firm. We are committed to providing customized strategic solutions to address the specific needs of an organization’s culture. We drive sustainable measurable results in the workforce, workplace, community, supplier base, and marketplace through a tailored DEI journey leading to organization change and impact. We have had the distinct pleasure to serve and partner with over 1000 clients across every industry. Founded in 1993, The Kaleidoscope Group is recognized among the top 10 pioneers in the DEI industry. Our clients trust us as a leader in the areas of DEI, culture change, competence development via education and coaching, and organization development, assessment, strategy and measurement. We are a certified minority business enterprise (MBE). The Kaleidoscope Group has a few factors that make it unique against our competitors: • We are a long-standing pioneer in this industry • Diversity, Equity and Inclusion is all we do • While we have many frameworks and models that have been created and tested throughout time, everything we do is tailored for each client for maximum impact and relevance • We focus on tangible impact and connection to business success • Our mantra and approach to the work is Real People, having Real Conversations, about Real Issues to create Real Change leading to Real Impact! Headquarters: 416 W. Ontario, Unit C-2, Chicago, IL 60654 Number of KG Team Members: Approximately 100 employees and associates, located around the world Vision: Unity: We Are Better Together Contact Information: Katarina Vinyard-Perez Consultant 773-326-8489 katarina.vinyard-perez@kgdiversity.com DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 SECTION 2: UNDERSTANDING YOUR NEEDS BACKGROUND: Eagle County, through its Equity and Inclusion Steering Committee, selected the Kaleidoscope Group to provide consulting services to design and facilitate an inclusive and engaging planning and learning process that results in a Diversity, Equity, and Inclusion Roadmap for Eagle County. The work commenced in February 2022 and is underway. CURRENT NEEDS: The current SOW requires an addendum based on additional needs from Eagle County, including but not limited to: additional time and budget for in-person education sessions delivery, Recording and Licensing Fees of education content, Measuring the Impact of Training, Education Reinforcement, Community Facing Team Support, and DEI Infrastructure Support for Council Refresh & Work Group development. DESIRED IMPACTS: Eagle County is seeking further partnership that will: • Deliver in person DEI education sessions for all 591 employees • DEI Education Recording & Licensing • Measure the impact of training for all education session participants • Reinforce Education Training • Design 3 custom Tool Development Suites for leaders of the organization to keep the DEI conversation moving forward • Provide ongoing support for DEI Council Infrastructure and refresh • Implement foundational processes and share best practices for Work Project Teams AKA Employee Resource Groups (ERGs) • Offer Key Guidance and Support for Community facing Departments to Handle and Address Issues Related to DEI • Provide ongoing support for DEI Strategic Implementation RECOMMENDED APPROACH: To address your current needs and achieve the desired impacts, The Kaleidoscope Group recommends the following approach: Phase 1: Stakeholder Education Phase 2: Measure the Impact of Training Phase 3: Education Reinforcement Phase 4: Community Facing Team Support Phase 5: DEI Infrastructure • Council Refresh and Work Group Launch • Strategic County Project Teams • DEI Strategic Implementation On the following pages, you will find an overview of our suggested engagement steps and associated professional fees. Please view this as a framework that will help us further solidify your move forward plan. We are very open to your feedback and input to refine it further and best fit the needs of Eagle County. We look forward to our next conversation to discuss your thoughts and desired next steps. We appreciate the potential opportunity to partner with you in achieving DEI success. DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 SECTION 3: ENGAGEMENT STEPS AND INVESTMENT PHASE 1: STAKEHOLDER EDUCATION STAKEHOLDER EDUCATION Timeframe: April - October 2023 DELIVER ADDITIONAL 2 HOUR IN-PERSON EDUCATION SESSIONS 1. Deliver 8 additional in-person sessions, up to 25 participants per session. EDUCATION RECORDING AND LICENSING FEES 1. Update and tailor the 2 hour education design for recorded delivery in two (2) videos, up to 45 minutes of content. 2. Development and licensing fees. 3. Kaleidoscope to record the education content and provide Eagle County with the recording for perpetual use. 4. To be completed by October 31, 2023. DELIVER IN-PERSON SESSIONS $24,000.00 EDUCATION RECORDING & LICENSE FEES $10,000.00 PHASE 1 TOTAL INVESTMENT = $34,000.00 PHASE 2: MEASURE THE IMPACT OF TRAINING MEASURE THE IMPACT OF TRAINING Timeframe: April - October 2023 DESIGN & DEPLOY POST-EDUCATION SESSION EVALUATIONS 1. Design post-education evaluations and deploy to all participants across 25 education sessions. The post- education evaluations will be sent shortly after the education session for initial measurement that focuses on satisfaction, learning, predicted job impact, and predicted performance impact. 2. KG will analyze Eagle County's pre-education survey data in conjunction with the post-education evaluations collected and compile in an interim report. 3. Design follow up evaluations and deploy to all participants across 25 education sessions. The follow up evaluations will be sent 90 days post-education and will be focused on job impact, performance, enablers/ DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 barriers to success, and return on investment. 4. Design Success Case Interview Guide and conduct interviews with participants who report the greatest and least success applying the education. KG will conduct up to ten 30-minute interviews. 5. KG will analyze the data collected by KG (post event survey, follow up survey, interview data), as well as up to two data sets collected by ECG (pre-event survey and post-event survey). All data provided by ECG must be provided at the individual level in Excel format. 6. All analyses will be compiled in a final report and recommendations for maximizing the impact of education will be provided by October 2023. 7. KG will present 2 presentations of the report. DESIGN & DEPLOYMENT POST-EDUCATION SESSION EVALUATIONS $31,500.00 PHASE 2 TOTAL INVESTMENT = $31,500.00 PHASE 3: EDUCATION REINFORCMENT CUSTOM DESIGNED TOOL DEVELOPMENT Timeframe: September - December 2023 DESCRIPTION A reinforcement tool for people leaders to keep the DEI conversation alive, sustain the learning, and drive application on the job. A customized guide of checklists and best practices will be developed to connect the organizational competency model or any other performance management concept that the organization wants to reinforce and connect to DEI. Using the training objectives and competencies outlined in the Stakeholder Education Sessions, develop a suite of tools and trainings (2 per employee level) to support Employees, Managers, and Directors on their DEI journey based on their individual responses or their teams responses to DEI (excited, limbo, resistant). This work will ensure ongoing cultural support of DEI at Eagle County This work should be regularly shared by the DEI Council and visible throughout 2023. STEPS 1. Identify client specific best practices and incorporate the findings from the education measurement work, based on Eagle County's unique needs. • Employees are expected to: Manage relationships effectively access lines of difference, behave inclusively. • Supervisors and Managers are expected to: Build a diverse team, leverage differences within a team and lead inclusively. • Directors are expected to: Expand the profile of success, develop inclusive leaders and communicate the diversity, equity and inclusion message. 2. Design and develop tools and trainings to support Employees, Managers, and Directors, including step-by- step directions for Eagle County Government teams to meet the expectations and recommendations of how we hold leaders and employees accountable. Kaleidoscope will design 2 resources for each level. Total of 6. 3. Review with client and obtain feedback & input. DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 4. Make one round of design updates based on feedback. 5. Guides can be used by all current and future people leaders at the client organization. CUSTOM DESIGNED TOOL DEVELOPMENT SUITES $24,000.00 PHASE 3 TOTAL INVESTMENT = $24,000.00 PHASE 4: COMMUNITY FACING TEAM SUPPORT COMMUNITY FACING COUNTY DEPARTMENTS SUPPORT TO DELIVER INCLUSIVE SERVICES Timeframe: September 2023 - January 2024 DESCRIPTION: A collaborative initiative to establish organizational support and skills for key community facing departments (Community Development, County Clerk Recorders, Housing, Human Services, Public Health, Sheriff’s Office etc.) and their staff who are treated unprofessionally by the public. Including but not limited to: incivility or disrespect from members of the public while on the job, e.g., being shouted at, insulted, or threatened. STEPS 1. Review any pertinent data and conduct interviews with key leaders to confirm areas and opportunities in serving the Community. 2. Conduct up to 4 listening sessions with staff to confirm the needs for serving the vast community inclusively and handling difficult situations. Groups will be separated by those who deliver service and work directly with residents. Conduct up to 2 in person sessions and 2 virtual sessions. 3. Summarize Findings. 4. Design an Inclusive Service Modules tailored for different situations and departments, including internal processes and procedures on reporting instances and recommended actions. 5. Conduct the Education sessions ~ 4 (2 hours per) in person training. 2 sessions per day. 2 days total. 6. Provide up to 2 resource guides to reinforce the learnings and proper reporting procedures. 7. Appoint up to 5 department coaches to support the ongoing DEI needs for staff to address difficult situations/residents/constituents. (they can work in tandem with the Employee Work Groups) SUPPORT TO DELIVER INCLUSIVE SERVICES $59,900.00 PHASE 4 TOTAL INVESTMENT = $59,900.00 PHASE 5: DEI INFRASTRUCTURE DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 DEI COUNCIL REFRESH Timeframe: October - November 2023 PART 1: COUNCIL GOVERNANCE AND MEMBER SELECTION 1. Draft recommended governance for Council and update based on feedback from Eagle County. Among other items, the governance should define the role, responsibility, authority, and decision-making for the Council. 2. Provide communication examples to solicit member nominations. 3. Customize member application and solicit nominations from the organization. 4. Partner with Eagle County to identify recommended members. 5. Provide communication examples to notify members of selection. PART 2: COUNCIL LAUNCH 1. Align with Eagle County on outcomes of Council Launch session. Develop and implement a reflective process with the Council to define norms, success, and consider what capacity may need to be developed among members, e.g., identities, working through stress, systems building, addressing burn out, etc. 2. Customize, design and facilitate a 1-2 hour Council Launch session virtual. 3. Conduct conference call to debrief and recommend next steps. PART 1: GOVERNANCE & MEMBER SELECTION $2,850.00 PART 2: COUNCIL LAUNCH $6,100.00 EMPLOYEE WORK GROUPS DEVELOPMENT & LAUNCH Work Groups will be designed to support Eagle County in two priority areas: Recruitment and Hiring and Community Engagement Optional third priority area: Working with Residents, TBD after Phase 4 completion Timeframe: January - March 2024 PART 1: WORK GROUP GOVERNANCE AND MEMBER SELECTION 1. Draft recommended governance and update based on feedback from Eagle County. 2. Provide communication examples to solicit member nominations. 3. Customize member application and solicit nominations from the organization. 4. Partner with Eagle County to identify recommended members. 5. Provide communication examples to notify members of selection. PART 2: WORK GROUP LAUNCH 1. Align with Eagle County on outcomes of Launch session. 2. Customize, design and facilitate a 1-2 hour Launch session virtual. 3. Conduct conference call to debrief and recommend next steps. PART 3: WORK GROUP SUPPORT DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 1. KG will provide guidance to the Employee Work Groups to ensure they are meeting their objectives. 2. KG will participate in check-ins and/or work group meetings to share expertise and monitor progress. PART 1: GOVERNANCE & MEMBER SELECTION $2,850.00 PART 2: WORK GROUP LAUNCH $6,100.00 PART 3: WORK GROUP SUPPORT $5,600.00 DEI STRATEGIC PLAN IMPLEMENTATION Timeframe: Length of Project (August 2023 - March 2024) DESCRIPTION: The Kaleidoscope Group will provide ongoing guidance and support throughout the length of the project. This includes but is not limited to: providing ad-hoc guidance for implementation of Eagle County's DEI Strategic Plan for the remainder of 2023, honing, refining, and aiding delivery of 2024 DEI Strategic Plan and Goals with the refreshed DEI Council, continuing the bi-weekly meeting cadence with the Eagle County team and any other meetings as necessary to ensure the project is on track and successful, and communication support. ONGOING GUIDANCE AND SUPPORT $22,400.00 PHASE 5 TOTAL INVESTMENT = $40,300.00 TRAVEL BUDGET DESCRIPTION: On-site travel for KG associates including airfare, hotel, car rental, and meals. ON-SITE TRAVEL FOR FACILITATORS DELIVERING EDUCATION SESSIONS (COMPLETED) $12,000.00 DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 ON-SITE TRAVEL FOR 3 PEOPLE, UP TO 3 TRIPS $18,000.00 TRAVEL BUDGET = $30,000.00 TOTAL INVESTMENT NOT TO EXCEED (INCLUDES 20% NFP DISCOUNT): $225,300.00 DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 SECTION 4: THE KALEIDOSCOPE GROUP TERMS AND CONDITIONS PROJECT SCOPE The professional fees shown above are estimates only: additional cost will not be incurred without written consent of Eagle County. PAYMENT Payment schedule for services described in this statement of work: • 50% of Professional Fees will be billed and payable upon contract initiation • The remaining professional fees and reimbursable expenses will be invoiced monthly until the work plan budget is exhausted. (Travel and reimbursable expenses will be invoiced as incurred and billed according to the policy or guidelines of Eagle County). • All prices are guaranteed for twelve (12) months from the date of execution of the contract REIMBURSEMENTS Travel and out-of-pocket expenses (e.g., airfare, hotel, rental car, ground transportation, parking, mileage, meals, etc.) will be billed as incurred. TIME FOR WORK If work is pre-billed and work is not completed within twelve months of date of contract, the contract will expire and any collected pre-billed funds will be forfeited. AUDIO AND VIDEO RECORDING Audio and/or video recording of Kaleidoscope Group content, consultants, and/or events at any Eagle County venue is prohibited unless written consent is provided in advance by The Kaleidoscope Group. Additional fees may apply. LANGUAGE DELIVERY Costs assume that all communication is in English language. Based on availability, The Kaleidoscope Group is able to deliver in languages outside of English; additional costs will apply. CANCELLATION OF WORK If Eagle County cancels this agreement, Eagle County shall pay for work completed based on above terms. If scheduled delivery of facilitated sessions, virtual or in person, are cancelled by Eagle County within 20 business days prior to the scheduled date, the charge will be one-half the cost of the work; if cancelled by Eagle County within 10 business days prior to the scheduled date, the charge will be the full cost of the work. Cancellation fees apply even if the work is rescheduled. Eagle County agrees to make good faith efforts to avoid cancellations. If The Kaleidoscope Group cancels this agreement, Kaleidoscope will reimburse Eagle Countyany unexpended funds from the payments that have been received to date towards pre-paid work. PROPERTY RIGHTS The Kaleidoscope Group shall copyright the materials that it develops for use with Eagle County. All materials developed and used by The Kaleidoscope Group shall be the exclusive property of Kaleidoscope and Eagle Countyagrees that it will not disclose any materials to a third party or use materials to conduct its own diversity services without the prior written consent of The Kaleidoscope Group. Any material specifically developed for Eagle County may be copied, distributed and reviewed by any employee of Eagle Countywithout further charge. CONFIDENTIALITY The Kaleidoscope Group shall regard as confidential and proprietary all Eagle County “internal use” and “confidential” information communicated to it by Eagle County in connection with this work plan. The Kaleidoscope Group shall not, without Eagle County's prior written consent, at any time (a) use such information for any purpose other than in connection with this work plan for the benefit of Eagle County or (b) disclose any portion of such information to third parties. DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 AFFIRMED AND AGREED THE KALEIDOSCOPE GROUP EAGLE COUNTY By:By: Printed Name:Printed Name: Title:Title: Date:Date: DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 12 Eagle County Professional Services IT Final 8/15/2022 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 8/31/2023 (773) 273-8777 (312) 256-9124 22357 The KALEIDOSCOPE GROUP, LLC 416 W ONTARIO ST. #C-2 CHICAGO, IL 60654 A 1,000,000 X 83SBAFV3447 1/12/2023 1/12/2024 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A X 83SBAFV3447 1/12/2023 1/12/2024 5,000,000A 83SBAFV3447 1/12/2023 1/12/2024 5,000,000 10,000 A 83WECBR3193 4/19/2023 4/19/2024 500,000 500,000 500,000 B Cyber Liability CYB-3007195-00 8/19/2022 8/19/2023 2,000,000 Eagle County Government, Assistant County Attorney, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are Additional Insureds under the commercial general liability and automobile liability policies of insurance. Eagle County Government Assistant County Attorney POB 850 500 Broadway Eagle, CO 81631 KALEGRO-01 JPORTZEN Power Risk Management Services, LLC.5343 W. Devon Ave. Chicago, IL 60646 Hartford Insurance Company Hudson Specialty Insurance X X X X X X X X X DocuSign Envelope ID: AEA94886-5C64-4D66-B4FE-50C99C6230C1