HomeMy WebLinkAbout1998-06-23; City Council; 14743; Organizational Development Contract With SystemicsClV OF CARLSBAD - AGEPQA BILL
AB # J5$ ?& TITLE:
MTG. 6-23-98 CONTRACT FOR ORGANIZATIONAL DEVELOPMENT
AND RELATED CONSULTING SERVICES WITH
CITY ,,,‘TY
DEPT. HR SYSTEMICS
RECOMMENDED ACTION:
Adopt Resolution No. or8 -ao*
effective June 23
authorizing the Mayor to execute an Agreement
, 1998 with Systemics for consulting services.
ITEM EXPLANATION:
For the last several years, the City of Carlsbad has been in the process of implementing
its Strategic Plan and engaging in “change management” in order to maximize the
organization’s ability to deliver top quality services to its citizens and customers. As an
integral part of that process, the consulting firm “Systemics” has been on retention since
April, 1995 to assist with the City’s on-going organizational development requirements,
Systemics has assisted the City in the development of strategic plans, training programs,
team building, management and supervisory training, and other organizational
development components.
The contractual term of service between the City and Systemics has now expired.
However, the City is still in the process of developing departmental strategic plans and
has transitioned to the change management phase of this overall management effort. Staff
strongly believes that changing consulting firms midway in the implementation of such
a critical operation would be detrimental to the organization, since a change in the service
provider would result in a loss of continuity in the implementation process. Staff
therefore considers Systemics the sole source for these consulting services.
The City Purchasing Officer has waived the requirement for solicitation of multiple
proposals, as it is the opinion of staff that Systemics is the only firm which can provide
this service.
Staff is recommending that the Council authorize the retention of Systemics to continue
performing organizational development services, which would be defined by the City
Manager on a case by case basis. 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 three years, with the option of extending the contract for two one-year periods.
The total fee for Systemics services for each fiscal year shall not exceed seventy-five
thousand dollars ($75,000.00). The budget for each project would be approved by the
City Manager, and funds would have to be available in the existing FY budget prior to
commencing of work. The total budget for Systemics services would depend on the
extent to which services are required, not to exceed seventy-five thousand dollars
($75,000.00) per FY.
FISCAL IMPACT:
The 1997-98 budget includes suffkient funds in various departments to cover services
necessary for the remainder of this fiscal year. Funding for 1998-99 and 1999-00 projects
would need to be approved by Council as part of the budget adoption process. Systemics
will be compensated at a rate of one thousand five hundred dollars ($1,500.00) per day
for services rendered under this Agreement, not to exceed seventy-five thousand dollars
($75,000.00) per FY.
EXHIBITS:
1. Resolution No. W-JO& .
2. Exhibit A: Agreement between the City of Carlsbad and Systemics
RESOLUTION NO. 98-202
! 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
8 development consulting and related services; and
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WHEREAS, the City has had a contract with the organizational development firm
Systemics since April 1995; and
WHEREAS, the City considers Systemics the sole source for these consulting
~ services and the City Purchasing Offker has waived the requirement for solicitation of
multiple proposals.
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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1 2. That the City Council authorizes the Mayor to enter into a contract for
2 professional services with Systemics for the provision of organizational
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development and related consulting services.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the Carlsbad
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City Council held on the 23rd day of June 6 , 1998, by the following
7 vote, to wit:
0 AYES: Council Members Lewis, Finnila, Nygaard and Hall
NOES: None *_e.
ABSENT: Council Member
14 ATTEST:
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into as of the 23 rd day of
June , 19 98 , 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, and
managing change. These sewices involve consultation with department heads,
managers, project leaders and teams on major change efforts; city-wide and,
departmental strategic planning consultation; and department and cross-departmental
team building activities. Contractor possesses the necessary skills and qualifications
to provide these services to 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. These services include, but are not limited to, helping the organization to
create a vision and to define a mission; clarifying values and enrolling employees;
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creating processes to develop leadership and management skills, including one-on-one
coaching; “360 degree” performance feedback; providing workshop and seminar
training; and conducting employee opinion surveys. Services provided by Contractor
shall be approved by the City Manager, or his designated representative.
Contractor will provide City with a written proposal for each requested project,
which may be accepted or rejected by the City. If accepted by City in writing,
Contractor shall submit a monthly invoice to City for approval.
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.
c) Assign staff as deemed necessary by the City Manager to accomplish the
services requested .
d) Assist Contractor by providing copies, materials and supplies as necessary to
accomplish the service requested.
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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
The total fee payable for the services to be performed shall not exceed seventy-
five thousand dollars ($75,000.00) per fiscal year. Service shall be billed at the rate of
one thousand five hundred dollars ($1,500.00) per day, which includes travel expenses.
Incidental expenses will be itemized and are not included in the contracted daily rate.
The cost of individual projects (i.e. total number of days at $1,500 per day) shall be
agreed upon by City and Contractor prior to beginning work on each project.
5. DURATION OF CONTRACT
This agreement shall extend for a period of three (3) years from date thereof.
The contract may be extended by the City Manager for two (2) additional one (1) year
periods or parts thereof, based upon a review of satisfactory performance and the City’s
needs. The parties shall prepare extensions in writing indicating effective date and
length of the extended contract.
6. PAYMENT OF FEES
Contractor shall submit its invoice for work performed on a monthly basis.
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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
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 Standard Amendment to 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 Amendment to 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 breach or violation of ‘this warranty,
the City shall have the right to annul this agreement without liability, or, in its discretion,
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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
This agreement may be terminated by either party upon tendering thirty (30)
days written notice to the other party. In the event of such suspension or termination,
upon request of the City, the Contractor shall assemble the work product and put same
in order for proper filing and closing and deliver said product to City. 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 the
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 City Manager shall determine the final payment of the
contract.
11. CLAIMS AND LAWSUITS
The Contractor agrees that any contract claim submitted to the City must be
asserted as part of the contract process as set forth in this agreement and not in
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anticipation of litigation or in conjunction with litigation. The Contractor acknowledges
that if a false claim is submitted to the City, it may be considered fraud and the
Contractor may be subject to criminal prosecution. The Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act, provides for
civil penalties where a person knowingly submits a false claim to a public entity. These
provisions include false claims made with deliberate ignorance of the false information
or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks
to recover penalties pursuant to the False Claims Act, it is entitled to recover its
litigation costs, including attorney’s fees. The Contractor acknowledges that the filing of
a false claim may subject the Contractor to an administrative debarment proceeding
wherein the Contractor may be prevented to act as a Contractor on any City project for
a period of up to five years. The Contractor acknowledges debarment by another
jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor from the
selection process. cd (Initial)
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and
3.32.028 pertaining to false claims are incorporated herein by reference. 6l.J (Initial)
12. 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
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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
agreement 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 Contractor agrees to indemnify the City within 30 days 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 agreement or such indemnification amount may be deducted by the City from any
balance owing to the Contractor.
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 Consultants that are included in this agreement.
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13. CONFORMITY TO LEGAL REQUIREMENTS
The Contractor shall cause all final reports to conform to all applicable
requirements of law: federal, state and local. Contractor shall provide all necessary
supporting documents, to be filed with any agencies whose approval is necessary.
Contractor agrees to allow City or its designated representative to monitor, audit,
review, and examine the methods, procedures, and results of Contractor.
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 to 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 to use this material
in any manner.
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15. HOLD HARMLESS AGREEMENT ,
Contractor agrees to indemnify and hold harmless the City of Carlsbad and its
officers, officials, employees and volunteers from and against all claims, damages,
losses and expenses including attorney’s fees arising out of the performance of the
work described herein caused in whole or in part by any willful misconduct or negligent
act or omission of the Contractor, any subcontractor, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable, except
where caused by the active negligence, sole negligence, or willful misconduct of the
City of Carlsbad.
Contractor shall at its own expense, upon written request by the City, defend any
such suit or action brought against the City, its officers, officials, employees and
volunteers. Contractor’s indemnification of City shall not be limited by any prior or
subsequent declaration by the Contractor.
16. 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.
17. 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
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indirectly employed by the subcontractor, as Contractor is for the acts and omissions of
persons directly 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.
18. 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 agreement, 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.
19. 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.
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20. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 17, “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.
21. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written
above.
22. 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 agreement. However, Contractor hereby
acknowledges that Contractor has the legal responsibility for complying with the
Political Reform Act and nothing in this agreement releases Contractor from this
responsibility.
23. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract and any
and all amendments insurance against claims for injuries to persons or damage to
property which may arise out of or in connection with performance of the work
hereunder by the Contractor, its agents, representatives, employees or subcontractors.
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Said insurance shall be obtained from an insurance carrier admitted and authorized to
do business in the State of California. The insurance carrier is required to have a
current Best’s Key Rating of not less than “A-Y and shall meet the City’s policy for
insurance as stated in Resolution No. 91-403.
A. Coveraaes and Limits.
Contractor shall maintain the types of coverages and minimum limits
indicated herein, unless a lower amount is approved by the City Attorney or City
Manager:
1. Automobile Liability (if the use of an automobile is involved for
Contractor’s work for the City). $500,000 combined single-limit per accident for bodily
injury and property damage.
2. Workers’ Compensation and Employer’s Liability. Workers’
Compensation limits as required by the Labor Code of the State of California and
Employer’s Liability limits of $1 ,OOO,OOO per accident for bodily injury.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under this
agreement contain, or are endorsed to contain, the following provisions.
1. The City shall be named as an additional insured on all policies
excluding Workers’ Compensation.
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2. The Contractor shall furnish certificates of insurance to the City
before commencement of work.
3. The Contractor shall obtain occurrence coverage.
4. This insurance shall be in force during the life of the agreement and
any extension thereof and shall not be canceled without 30 days prior written notice to
the City sent by certified mail.
5. If the Contractor fails to maintain any of the insurance coverages
required herein, then the City will have the option to declare the Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order that the required coverages may be maintained. The Contractor is
responsible for any payments made by the City to obtain or maintain such insurance
and the City may collect the same from the Contractor or deduct the amount paid from
any sums due the Contractor under this agreement.
24. 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:
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For City:
Title: Acting Human Resources Director
Name: Julie Clark
Address: 1200 Carlsbad Village Drive
Carlsbad, CA 92008
4
For Contractor:
Title: Managing Partner
Name: Gary Winters
Address: 5638 Lake Murray Blvd.,
Suite 204
La Mesa, CA, 91942
25. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the
duration of the contract.
26. ENTIRE AGREEMENT
This agreement, together with any other written document referred to or
contemplated herein, embody the entire agreement and understanding between the parties
relating to the subject matter hereof. Neither this agreement nor any’ provision hereof may
be amended, modified, waived or discharged except by an instrument in writing executed
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by the party against which enforcement of such amendment, waiver or discharge is sought.
Executed by Contractor this /Ta day of &#- , 19 yy
CONTRACTOR:
SYSTEMICS, a General Partnership
GfAY cr-)‘UW I M4*J&r4 PM% (print name/title)
(Proper notarial acknowledgment of execution by Contractor must be attached.) &T-r,+~w+
(President or vice-president 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
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ALIFORNIA ALL-PURR ,E ACKNOWLEDGMENT
State of CAU err XlfA
County of ffik &rc G’n
On )s 3A?G I 7. /P9P before me, flbp,Qo 2 cr RI1”04&lN bdy( date Name and Title of Officer (e.g.. “Jane doe. Notary Public”)
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personally appeared CAP4L cu /& i-c-fC - 9 Name(s) of Signer(s)
e on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
gnatwe ot fdotary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: .A6 Pemft-;;kY 6f f,4aF& ‘6s/oAAC S&eorcg r-
Document Date: Number of Pages: CM\
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer’s Name:
Cl Individual
Cl Corporate Officer
Title(s):
Cl Partner - 0 Limited 0 General
0 Attorney-in-Fact
q Trustee
cl Guardian or Conservator
a Other:
Signer Is Representing:
Signer’s Name:
Cl Individual
0 Corporate Officer
Title(s):
0 Partner - 0 L@d 0 General
Signer Is Representing:
Top of thumb here
0 1996 National Notary Associahon l 6236 Remmet Ave.. P.O. Box 7164 l Canoga Park, CA 91309-7164 Prod. No. 5907 Reorder: Call Toll-Free l-800-676-6627
June 29,1998
Systemics
Gary Winters, Partner
5638 Lake Murray Blvd. Suite 204
La Mesa, CA 91942
RE: CONTRACT FOR ORGANIZATIONAL DEVELOPMENT
Enclosed for your records are copies of City Council Agenda Bill No. 14,743 and
Resolution No. 98-202, which was adopted by Council on June 23, 1998.
Also enclosed is a copy of the fully executed consultant contract with the City for
provision of Organizational Development and related consulting services.
If you have specific questions regarding Council’s actions, or the contract, please call
Julie Clark, Human Resources Manager, at (760) 434-2852 extension 2955.
KATHLEEN D. SHOUP
Sr. Office Specialist
1200 Carlsbad Village Drive - Carlsbad. California 92008-l 989 - (760) 434-2808