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HomeMy WebLinkAbout1998-02-03; City Council; Resolution 98-286 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 m e RESOLUTION NO. 98-28 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, INCREASING THE REVENUE ESTIMATES AND APPROPRIATIONS THE MAYOR TO SIGN AMENDMENT NO. 3 TO THE AGREEMENT WITH WATSON WYATT & COMPANY TO DESIGN AND DELIVER TRAINING FOR THE PERFORMANCE MANAGEMENT AND COMPENSATION PLAN. FOR 1997-98, AND RATIFYING AND AUTHORIZING WHEREAS, the financial results through December reflect revenue receipts which are $4.8 million ahead of the estimate and much of the increase is related to development activity which may continue; and WHEREAS, the City has also realized an increase in expenses for the first half of the year; and WHEREAS, total appropriations for each fund may only be increased or decreased by authorization of the City Council; and WHEREAS, the City Council approved an agreement with Watson Wyatt & Company dated February 24, 1997 to design and develop a Performance Management & Compensation System; and WHEREAS, the City Council has previously approved Amendment No.1 and Amendment No. 2 to the agreement with Watson Wyatt & Company. 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. 2. That estimated revenues will be increased by $6,132,678 as shown in Exhibit 3. 3. That budgeted appropriations for the General fund will be f 0 m 1 2 3 4 5 6 7 8 9 lo 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I1 increased by $626,318 as shown in Exhibit 4. 4. That a loan in the amount of $300,000 is authorized from the General Capital Construction fund balance to the TransNeULocal fund. 5. That budgeted appropriations for Capital Improvement Projects will be increased by $415,000. Appropriations will be increased by $300,000 from the TransNeULocal fund, $80,000 from the Gas Tax fund balance, and $35,000 from the General Capital Construction fund balance to fund the projects, as shown in Exhibit 5. 6. That the Mayor of the City of Carlsbad is authorized to sign the amendment to the contract between the City of Carlsbad and Watson Wyatt & Company attached hereto. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on the 3rd day of February , 1998, by the following vote, to wit: AYE^: Council Members Lewis, Finnila, Nygaard, Kulchin, and H NOES: None ABSENT: None ATTEST: 1 METHA L. RAUTENKRANZ, City Clerk I (SEAL) I 0 a AMENDMENT NO. 3 TO AGREEMENT THIS AGREEMENT, made and entered into as of the 19" day of January 1998, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as l'City'', and WATSON WATT & COMPANY, hereinafter referred to as "Contractor." RECITALS City requires the services of a human resources consulting firm with expertise in performance appraisal and compensation systems development to assist in training employees and implementing the revised performance-based management compensation plan; and Contractor possesses 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. CONTRACTORS OBLIGATIONS Contractor's obligations will include design, development and delivery of on-site training, training materials, and a "tool kit" (employee handbook) for approximately 100 management employees in the areas of I) performance planning / competencies 2) performance planning / goal setting, 3) coaching, counseling and feedback, and 4) evaluation and compensation administration. Each module will be offered approximately six weeks apart, respectively, and conducted four times over a two day period. This will allow for approximately 25 participants per 4 hour training session. In addition, specific training will be designed and delivered to the Leadership Team who are tasked with the responsibility of ensuring successful implementation of the Performance Management and Compensation plan. Specific training for the Leadership Team will provide in- rev. 10/22/97 1 .I 0 0 depth executive briefings on the administration of each of the above four modules in addition to a module on Integrating Goal and Performance Planning Efforts. The Leadership Team training on each module will be conducted prior to the “just-in-time” training sessions on each module for the management employees. 2. CITY OBLIGATIONS The City shall provide any documents, access to personnel, scheduling of employees, facilities, audio-visual equipment, in addition to any interim reviews and approvals that are necessary for Contractor to complete their scope of work. 3. PROGRESS AND COMPLETION The work under this contract will begin immediately after receipt of notification to praceed by the City. Training will be completed by December 31, 1998. Extensions of time may be granted if requested by the Contractor and agreed to in writing by the Human Resources Director. The Human Resources Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Contractor, or delays caused by City inaction or other agencies’ lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed as outlined in Exhibit “A shall be $95,000. No other compensation for services will be allowed ‘except those items covered by supplemental agreements per Paragraph 8, “Changes in Work.” The City reserves the right to withhold a ten percent (10%) retention until the project has been accepted by the City. 5. DURATION OF CONTRACT This agreement shall extend for a period of one year from date thereof. The contract may be extended by the City Manager for an additional one (1) year period 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. rev. 10/22/97 2 *! 0 0 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor within 30 days of receipt of the invoice. 7. FINAL SUBMISSIONS Within 10 days of completion and approval of the Human Resources Director the Contractor shall deliver to the City the following items: 1). a "tool kit" (employee handbook), 2) one set of training materials for management employees, and 3) one set of training materials for the Leadership Team. 8. 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. 9. 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 . rev. 10/22/97 3 .I 0 m breach 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. IO. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. 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 Manager may terminate this contract for nonperformance 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 Human Resources Director. The 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. 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. 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 Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. rev. 10/22/97 4 0 a 12. DISPUTES If a dispute should arise regarding the performance of work under this agreement, 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 Human Resources Director. A copy of such documented dispute shall be fonvarded to both parties involved along with recommended methods of resolution. The Human Resources Director or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (IO) 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 consideration 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 seeking remedies available to them at law. 13. 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 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 rev. 10/22/97 5 -1 0 0 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 public work or improvement for a period of up to five years. The Contractor acknowledges debarment by another jurisdicti n is grounds for the City of Carlsbad to disqualify the Contractor from the selection process. i L. nitial) 3.32.028 pertaining to false claims are incorporated herein by reference. ' P mnitial) The provisions of Carlsbad Municipal Code sections 3.32.025, 3.3 . 26, 3.32.027 and 14. 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 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 hidher employees or subcontractors. The City shall not be required to pay any workers' Compensation insurance or unemployment contributions on behalf of the Contractor or hidher 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 rev. 1 0/22/97 6 0 e to the Contractor. The Contractor shall be awar; 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. 15. CONFORMITY TO LEGAL REQUIREMENTS The Contractor shall cause all drawings and specifications 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. The City will provide copies of the approved plans to any other agencies. 16. OWNERSHIP OF DOCUMENTS All final reports delivered under this contract will be the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all completed deliverables shall be delivered forthwith to the City. Contractor shall have the right to make one (I) copy of the plans for his/her records. 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. 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 attorneys fees arising out of the performance of the work described herein caused 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 rev. 10/22/97 7 a, e e liable. 19. 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. 20. 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 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. 21. 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. rev. 10/22/97 8 *. 0 a 22. 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. 23. 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. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 25. 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. 26. 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, his agents, representatives, employees or subcontractors. 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-:V" and shall meet the City's policy for insurance as stated in Resolution No. 91-403. rev. 10/22/97 9 .. .. 0 0 A. Coveracles 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. Comprehensive General Liability Insurance. $1,000,000 combined single- firnit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits shall apply separately to the work under this contract or the general aggregate shall be twice the required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved for Contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3. 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 $1,000,000 per accident for bodily injury. 4. Professional Liability. .Errors and omissions liability appropriate to the contractor's profession with limits of not less than $1,000,000 per claim. Coverage shall be maintained for a period of five years following the date of completion of the work. 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 and Professional Liability. 2. . The Contractor shall furnish certificates of insurance to the City before commencement of work. .. 3. The Contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 10 rev. 10/22/97 0 0 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 mayxollect the same from the Contractor or deduct the amount paid from any sums due the Contractor under this agreement. 27. 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 Cheverton Address 1200 Carlsbad Village Drive Carlsbad, CA 92008 For Contractor: Title Practice Leader Compensation Name Luellen Lucid/ PaulMee Address 15303 Ventura Blvd. Suite 700 Sherman Oaks, CA 91403-3197 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. rev. 10/22/97 11 0 0 .. 29. 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 by the party against ’ which enforcement of such amendment, waiver or discharge is sought. . Executed by Contractor this 19th CONTRACTOR: Watson Wvatt Worldwide Paul Mee, Vice President (print namehitle) r ATTEST: I By: (sign here) RiiE!Z%P7 City Clerk (print name/title) (Proper notarial acknowledgment of execution by Contractor must be attached.) (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 rev. 10/22/97 12 .. ' CALIFORNIA ALL-PURPO 9 E ACKNOWLEDGMENT 0 No. 590' State of (?,ACIFORN IA Countyof LOS ANQELE-s On &WuAK.cl 19 t \998 before me, "& C.?rRlbCI; dkq?ubkL personally appeared ?dul V, Mee 1 DATE ' 9 NAME, TITLE OF OFFICER - E.G., *JANE DOE, NOTARY PUBLIC NAME@) OF SIGNER(S) dpersonally known to me - OR - @wwec! ?c c to be the person(g3 whose name($) is/= subscribed to the within instrument and ac- knowledged to me that he/- executed the same in hislh&kh& authorized capacity(+, and that by hisltw-&bek signature(@ on the instrument the personM, or the entity upon behalf of which the person@ acted, executed the instrument. ii WITNESS my hand and official seal. &&d& c .Phi&-> SIGNATURE OF NOTARY 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 ATTACHED DOCUMENT #E;~GE omcm te ?reade& TITLE(S) 0 PARTNER(S) c] LIMITED 0 ATTORNEY-IN-FACT [7 TRUSTEE(S) c] GUARDIAN/CONSERVATOR OTHER: c] GENERAL SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) Agreemeurt: kba% Gh % GI r-1 dad andcliluscnn Wo& 8 fmw TITLE OR TYPE OF DOCUMENT 13 NUMBER OF PAGES &nmr~~, IS, 1938 BATE OF DOCUMENT &eth L . 'i?auken kwnz ROYddda,B31\ SIGNER(S) OTHER MAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION e 8236 Rernmet Ave., P.O. Box 7184 Canoga Park, CA 91309-7184 f "' *'. e a' WATSON WYATT & COMPANY CERTIFICATE OF ASSISTANT SECRETARY I, James S. Minogue, III, Aqistant Secretary of Watson Wyatt & Company, a Delaware corporation (the Tompany"), do hereby certify that: 1. I am the duly elected, qualified and acting Assistant Secretary of the Company; 2. The resolutions attached hereto as Exhibit A are true and complete copies of the resolutions duly adopted at a meeting of the Board of Directors of the Company on November 22, 1996, and such resolutions are in full force and effect as of the date hereof. 3. r Pursuant to such resolutions Paul V. Mee, Vice President and Western Regional Manager has been delegated the authority to bind the Company and is authorized to execute an agreement for the provision of consulting services to the City of Carlsbad, California. IN WITNESS WHEREOF, I have hereunto set my hand and have affixed the corporate seal as of the 28th day of January, 1997. [SE.A.L] u A sistant Secretary ' ,L .( .c. Exhibit A RESOLVED, that the President and Chief Executive Officer, the Executive Vice President and Chief Operating Officer, the Vice President and Chief Financial Officer, the General Counsel, and any Regional Manager are hereby authorized and empowered in the name and on behalf of the Company to execute and deliver any contracts (including confidentiality agreements, engagement letter agreements and software license agreements) to provide professional services (in the case of Regional Managers, within said Regional Manager's respective jurisdiction) to clients; FURTHER RESOLVED, that the Regional Managers and the Executive Vice President and Chief Operating Officer are hereby authorized to redelegate, in their discretion, to Managing Consultants, National/Global Practice Directors, regional or local practice directors, account managers or other senior consultants the authority to execute and deliver any contracts (including confidentiality agreements, engagement letter agreements and software license agreements) to provide professional services to clients serviced by the respective office or practice, provided however, that any iuch agreement pursuant to which the aggregate fees anticipated to be received by the Company will be greater than US$J.,OOO,OOO shall also require the signature of the Regional Manager; and g:\corp\seccert\forms\asstsety.doc z .' 0 EXHIBIT A e Performance Management and Compensation Program Training Scope of Work and Fee Schedule TRAINING FOR 100 MANAGEMENT STAFF: Development of Training Materials* 0 Performance Planning/Competencies As Neclotiated $28,000 0 Performance Planning/Goal Setting 0 Coaching, Counseling & Feedback 0 Evaluation €i Compensation Administration Delivery of Training Modules with Kathy Burns $16,600 7 days (14 sessions) @ $2,00O/day 1 day (2 sessions) @ $2,60O/day Estimated Expenses** $5,000 TOTAL $49,600 Not to ESTIMATED COSTS FOR LEADERSHIP TEAM TRAINING: Exceed Development of Workshop and Training Materials* $15,000 Workshop Facilitation and Delivery of Training with Kathy Burns Up to 4 days @ $2,60O/day $1 0,400 Expenses** $3,600 TOTAL $29,000 Not to ESTIMATED COSTS FOR OTHER EXPENSES: Exceed Development of Tool Kit $10,000 Miscellaneous Training Expenses $6,400 TOTAL $16,400 GRAND TOTAL $95,000 * All materials will include only one set of revisions; Watson Wyatt will deliver one set of materials to the City of Carlsbad and the City will reproduce and distribute the required number of copies. ** Watson Wyatt charges 5% for administrative expenses and charges out-of-pocket expenses (travel, express mail, etc.) at cost. We estimate total expenses for this project to be approximately 10% of professional fees.