HomeMy WebLinkAbout1995-04-25; City Council; 13122; Systemics- 44. CITF )F CARLSBAD - AGEND.~ BILL e
AB # j3! 13%
RECOMMENDED ACTION:
DEPT. HR
AND RELATED CONSULTING SERVICES WITH MTG. !!
DEPT. Hi! TITLE: CONTRACT FOR ORGANIZATIONAL DEVELOPMENT
SYSTEMICS
Adopt Resolution No. 95-10? authorizing the Mayor to execute an
agreement with Systemics for consulting services.
DFM EXPl ANATION
The City of Carlsbad is an ever changing and growing organization.
Although the City has not increased the size of its staff, the City is
continually challenged to develop and refine its systems and procedures,
its values and vision, its skills and its people in an effort to deal with
increasingly complex and challenging issues. The challenges of meeting
the needs of the Council and the citizens of this community demand that
this organization be dynamic as opposed to static in nature.
Part of being able to succeed at meeting these new challenges is giving
the people responsible for carrying out the Council’s policies access to
new skills, techniques, theories, and tools to do the job. In the past this
organizational need has been met by drawing on the private sector through
individuals and companies who can help the City develop the skills
necessary to be a top level performer. Consultants and resources with a
variety of professional expertise have been used to help inject new ideas
and concepts into the organization.
One of the key resources for assistance in developing strategic plans,
training programs, team building, management and supervisory training,
training trainers, and other services has been the utilization of a
professional organizational development consulting firm. This type of
firm is used throughout the organization on a project by project basis to
assist departments, managers and staff alike, as they deal with the day to
day issues of working in a complex team environment.
Staff is recommending that the Council authorize the retention of
Systemics, an organizational development consulting firm, to perform
these services during the next year. The assignments for Systemics would
be defined by the City Manager on a case by case basis. Projects already
envisioned would include internal strategic planning, delivery of City
[raining programs focusing on managing change, communications, problem
PAGE 2 OF AB # 13, t a2
solving and conflict management, Council workshops, and third party
interventions when needed.
The attached contract would allow the City to use the services of
Systemics in the capacity of an organizational development consultant,
for a period of one year with the option of extending the contract for two
additional one year periods. The budget for each project would be
approved by the City Manager, and funds would have to be available in the
existing budget prior to commencement of work. The total budget for
Systemics services would depend on the extent to which services are
required.
The City Council’s goals and objectives for 1995 include many projects
which will begin to redefine the character of Carlsbad for the future.
Utilization of Systemics, in the capacity of organizational development
consultant, would maximize staff’s ability to take action on these goals.
FISCAL:
The 1994-95 budget includes sufficient funds in various departments to
cover services necessary for the remainder of this fiscal year. Funding
for 1995-96 project would need to be approved by Council as part of the
budget adoption process. Systems will be compensated at a rate of $1,000
per day for services rendered under this agreement.
Resolution No. 95-10 7 .
Agreement between the City of Carlsbad and Systemics
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EXHIBIT 1
RESOLUTION NO. 95-107
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT
FOR CONSULTING SERVICES BETWEEN THE CITY OF
CARLSBAD AND SYSTEMICS.
WHEREAS, the City has a need for services in the areas of
organizational development consulting and related services; and
WHEREAS, the City needs to contract with an organizational
development consulting firm which possesses and has demonstrated
the qualifications required by the City; and
WHEREAS, the City has interviewed a series of consulting
firms for other services and has determined that Systemics
possesses the requisite qualifications and expertise needed by the
City.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Carlsbad, California, as follows:
1. That the above recitations are true and correct.
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2. Tha It th e City Council authorizes the Mayor to enter into a
contract for professional services with Systemics for the provision
of organizational development and related consulting services.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the
City Council of the City of Carlsbad, California, on the 25th day of
APRIL , 1995, by the following vote, to wit:
AYES: Council Members Lewis, Kulchin, Finnila, Hall
None
ABSENT: Council Member Nygaard
ATTEST:
ALETHA L. RAUTENKRANZ, city CIA
(SEAL)
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EXHIBIT 2
AGREEMENT
THIS AGREEMENT, made and entered into as of the 27th day of APRIL
I 1995, by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter referred to as “City”, and Systemics, hereinafter referred to as
“Contractor.”
RECITALS
City requires the services of an Organizational Development Contractor to provide
various services to the City related to training, strategic planning, managing, change and
other related services; and Contractor possess the necessary skills and qualifications to
provide the services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. CONTRACTOR’S OBLIGATIONS
Contractor shall provide professional consulting services as directed by the City
Manager. Services provided by Contractor shall be defined on a project-by-project basis.
by the City Manager or his designated representative.
2. CITY OBLIGATIONS
The City shall:
a) Allow Contractor to have access to those key staff members as the City and
Contractor may deem necessary to provide the services requested by the City.
b) Make available facilities as may be mutually deemed necessary to hold
meetings, training sessions, or other gatherings related to delivery of services.
rev.2/18/85
c) Assign staff as deemed necessary, by the City Manager to accomplish the
service requested.
d) Assist Contractor by providing copies, materials and supplies as necessary to
accomplish the service requested.
3. PROGRESS AND COMPLETION
The work under this contract will begin when directed by the City Manager and
shall be completed on a schedule mutually agreed to by City and contractor.
4. FEES TO BE PAID TO CONTRACTOR
Contractor shall bill the City at a rate of $1,000 per day for services provided
under this contract. The cost of individual projects shall be agreed upon by City and
Contractor prior to beginning work on each project.
5. DURATION OF CONTRACT
This contract shall be effective for a period of twelve (12) months from the date
of this contract. The contract may be extended by the City Manager for two (2) one-year
periods, based upon satisfactory performance of Contractor. Any extension shall be
made in writing, authorized by the City Manager, indicating effective date and length of
the extended contract.
6. PAYMENT OF FEES
Contractor shall submit his/her invoice for work performed on a monthly basis.
7. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or the
City, and informal consultations with the other party indicate that a change in the
conditions of the contract is warranted, the Contractor or the City may request a change
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in contract. Such changes shall be processed by the City in the following manner: A
letter outlining the required changes shall be forwarded to the City by Contractor to
inform them of the proposed changes along with a statement of estimated changes in
charges or time schedule. A supplemental agreement shall be prepared by the City and
approved by the City according to the procedures described in Carlsbad Municipal Code
Section 3.28.172. Such supplemental agreement shall not render ineffective or invalidate
unaffected portions of the agreement.
8. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained any company
or person, other than a bona fide employee working for the Contractor, to solicit or
secure this agreement, and that Contractor has not paid or agreed to pay any company
or person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift, or any other consideration contingent upon, or resulting from, the award or
making of this agreement. For break or violation of this warranty, the City shall have the
right to annul this agreement without liability, or, in its discretion, to deduct from the
agreement price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fees, gift, or contingent fee.
9. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the state and federal laws regarding
nondiscrimination.
10. TERMINATION OF CONTRACT
In the event of the Contractor’s failure to prosecute, deliver, or perform the work
as provided for in this contract, the City may terminate this contract for nonperformance
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by notifying the Contractor by certified mail of the termination of the contractor. The
Contractor, thereupon, has five (5) working days to deliver said documents owned by the
City and all work in progress to the City Human Resources Director. The City Human
Resources Director shall make a determination of fact based upon the documents
delivered to City of the percentage of work which the Contractor has performed which
is usable and of worth to the City in having the contract completed. Based upon that
finding as reported to the City Manager, the Manager shall determine the final payment
of the contract.
11. DISPUTES
If a dispute should arise regarding the performance of work under this contract,
the following procedure shall be used to resolve any question of fact or interpretation not
otherwise settled by agreement between parties. Such questions, if they become
identified as a part of a dispute among persons operating under the provisions of this
contract, shall be reduced to writing by the principal of the Contractor or the City Human
Resources Director. A copy of such documented dispute shall be forwarded to both
parties involved along with recommended methods of resolution which would be of
benefit to both parties. The City Human Resources Director or principal receiving the
letter shall reply to the letter along with recommended methods of resolution within ten
(10) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter
outlining the dispute shall be forwarded to the City Council for their resolution through
the Office of the City Manager. The City Council may then opt to consider the directed
solution to the problem. In such cases, the action of the City Council shall be binding
upon the parties involved, although nothing in this procedure shall prohibit the parties
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seeking remedies available to them at law.
12. SUSPENSION OR TERMINATION OF SERVICES
This contract may be terminated by either party upon tendering thirty (30) days
written notice to the other party. In event of such suspension or termination, upon
request if the City, the Contractor shall assemble the work product and put same in order
for property filing and closing and deliver said product to City. In the event of
termination, the Contractor shall be paid for work performed to the termination date;
however, the total shall not exceed the lump sum fee payable under Paragraph 4. The
City shall make the final determination as to the portions of tasks completed and the
compensation to be made.
13. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein in Contractor’s own
way as an independent contractor and in pursuit of Contractor’s independent calling, and
not as an employee of the City. Contractor shall be under control of the City only as to
the result to be accomplished, but shall consult with the City as provided for in the
request for proposal. The persons used by the Contractor to provide services under this
contract shall not be considered employees of the City for any purposes whatsoever.
The Contractor is an independent contractor of the City. The payment made to
the Contractor pursuant to the contract shall be the full and complete compensation to
which the Contractor is entitled. The City shall not make any federal or state tax
withholdings on behalf of the Contractor or his/her employees or subcontractors. The
City shall not be required to pay any workers’ compensation insurance or unemployment
contributions on behalf of the Contractor or his/her employees or subcontractors. The
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Contractor agrees to indemnify the City for any tax, retirement contribution, social
security, overtime payment, unemployment payment or workers; compensation payment
which the City may be required to make on behalf of the Contractor or any employee or
subcontractor of the Contractor for work done under this contract.
The Contractor shall be aware of the requirements of the Immigration Reform and
Control Act of 1986 and shall comply with those requirements, including, but not limited
to, verifying the eligibility for employment of all agents, employees, subcontractors and
Contractors that are included in this contract.
The City will provide copies of the approved plans to any other agencies.
14. OWNERSHIP OF DOCUMENTS
a) All documents, reports, artwork or other written or printed material developed
by Contractor under this contract shall be the property of Contractor. However,
Contractor hereby grants to City an unlimited, nonexclusive, royalty-free, perpetual
license for the use of said material. City shall have the right to copy, distribute both
internally and to other parties, and use this material in any manner.
b) All documents, reports, artwork or other written or printed material developed
by City under this contract shall be the property of City. However, City hereby grants to
Contractor an unlimited, nonexclusive, royalty-free, perpetual license for the use of said
material. Contractor shall have the right to copy, distribute both internally and to other
parties, and use this material in any manner.
15. REPRODUCTION RIGHTS
All copyrights for original material which arise from creation of the work pursuant
to this contract shall be vested in City and Contractor as described in Paragraph 13.
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16. HOLD HARMLESS AGREEMENT
The City, its officers, and employees shall not be liable for any claims, liabilities,
penalties, fines, or any damage to goods, properties, or effects of any person
whatsoever, nor for personal injuries or death caused by, or resulting from, any
intentional or negligent acts, errors or omissions of Contractor or Contractor’s agents,
employees, or representatives. Contractor agrees to defend, indemnify, and save free
and harmless the City and its officers and employees against any of the foregoing
claims, liabilities, penalties or fines, including liabilities or claims resulting from
Contractor’s employment under this contract, and any cost, expense or attorney’s fees
which are incurred by the City on account of any of the foregoing.
17. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any monies due
thereunder without the prior written consent of the City.
18. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under this
contract by the Contractor, Contractor shall be fully responsible to the City for the acts
and omissions of Contractor’s subcontractor and of the persons either directly or
indirectly employed by Contractor. Nothing contained in this contract shall create any
contractual relationship between any subcontractor of Contractor and the City. The
Contractor shall bind every subcontractor and every subcontractor of a subcontractor by
the terms of this contract applicable to Contractor’s work unless specifically noted to the
contrary in the subcontract in question approved in writing by the City.
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19. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the City to
negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or
approving of this contract, shall become directly or indirectly interested personally in this
contract or in any part thereof. No officer or employee of the City who is authorized in
such capacity and on behalf of the City to exercise any executive, supervisory, or similar
functions in connection with the performance of this contract shall become directly or
indirectly interested personally in this contract or any part thereof.
20. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the
City, either before, during or after the execution of this contract, shall affect or modify any
of the terms or obligations herein contained nor entitle the Contractor to any additional
payment whatsoever under the terms of this contract.
21. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms,
conditions, and provisions hereof shall inure to and shall bind each of the parties hereto,
and each of their respective heirs, executors, administrators, successors, and assigns.
22. EFFECTIVE DATE
This contract shall be effective on and from the day and year first written above.
23. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform Act and the
City's conflict of interest code, that the Contractor will not be required to file a conflict of
interest statement as a requirement of this contract. However, Contractor hereby
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acknowledges that Contractor has the legal responsibility for complying with the Political
Reform Act and nothing in this agreement releases Contractor from this responsibility.
24. INSURANCE
Due to the nature of the services provided by Contractor under this contract, City
hereby waives its standard insurance requirement. However, Contractor shall maintain
all insurance coverage that may be required by State law including, but not limited to,
workers’s compensation and auto liability policies.
25. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of the City and on behalf of the Contractor in connection with the
foregoing are as follows:
For City: Title: Human Resources Director
Name: Ann Jensen
Address: 1200 Carlsbad Village Drive
Carlsbad, CA 92008
For Contractor: Title:
Name: Gary Winters
Address: 8666 Lake Murray Blvd.
Suite 300
San Diego, CA 92119
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26. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the
duration of the contract.
Executed by Contractorthis as?!- dayof UL 1- 19 9s:
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CONTRACTOR:
(name of Contractor)
A
By: -\M
I fl-EL5
(print name here)
CITY OF CARLSBAD, a municipal
cotporatioo/af the State of California
ATTEST:
Mecf. PAkhkL
(title and organization ofkignatory)
City Clerk
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or vicepresident and secretary or assistant secretary must sign for
corporations. If only one officer signs, the corporation must attach a resolution certified
by the secretary or assistant secretary under corporate seal empowering that officer to
bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney n
BY "y City Attorney
rev.2/16/05. -
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No. 5907
. . State of PaltfArnla.
County of h v\ao
On 4 1% 195 before me, Gv.@nc rA .%w-. Ndtauu QdbIic
personally appeared Claw Wltlterrs
VR -'a proved to me on the basis of satisfactory evidence
to be the personH whose nam&)@aw
subscribed to the within instrument and ac-
knowledged to me thatm/m executed
the same in @t)atjflyw authorized
capacity($g, and that by@WfFqyf
signaturem on the instrument the personw,
or the entity upon behalf of which the
personM acted, executed the instrument.
DATE NAME, mnE OF OFFICER - ~.b.. .JAN&E. NOTARY P&LIC*
NAMEIS) OF SIGNER(S1
WITNESS my hand and official seal.
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT TITLEIS)
0 PARTNER@) 0 LIMITED
0 ATTORNEY-IN-FACT NUMBER OF PAGES 0 TRUSTEE(S) 0 GUARDIANICONSERVATOR
OTHER:
0 GENERAL
DATE OF DOCUMENT
SIGNER IS REPRESENTING: NAME OF PERSONIS) OR EMITYIIES)
SIGNER(S) OTHER THAN NAMED ABOVE
01993 NATIONAL NOTARY ASSOCIATION 8236 Rernrnet AYB.. P.O. Box 7184 * Canoga Park. CA 91309-7184