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HR Organizational Development; Rick BrazielAGREEMENT FOR PROFESSIONAL SERVICES FOR ORGANIZATIONAL DEVELOPMENT CONSULTING This Agreement is made and entered into this 15 day of November, 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and RICK BRAZIEL CONSULTING, INC. (hereinafter "CONTRACTOR"). WHEREAS, the CITY desires expert services related to organizational development, support in addressing and resolving complex governance and procedural issues, and guidance and advice on various management, staffing and structural issues in CITY's Police Department; and WHEREAS, CONTRACTOR has the skills and experience to provide such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The City Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Rick Braziel is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in Exhibit "1" attached and incorporated herein. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "1" attached and incorporated herein. ri1-�f l.,-3- U30G 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit "1" attached and incorporated herein, in a total amount not to exceed $19,999.00 including reimbursement of expenses. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for (1) year(s) commencing as of November 15, 2016. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to one (1) year(s). 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of five hundred thousand dollars ($500,000) dollars per occurrence, with and an umbrella automobile liability policy of one million dollars ($1,000,000). 2. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. CONTRACTOR has acknowledged to CITY that it has only one owner/ employee, and is therefore not subject to this requirement. 3. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. B. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. C. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Jim Schutz City Manager City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Rick Braziel Rick Braziel Consulting, Inc 2055 Fort John Ct. Gold River, CA 95670 For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terns and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terns and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL 4JIMMCZ, City ag ATTEST: - Re -t R." ESTHER C. BEIRNE, City Clerk L L� . in ffc-- ROBERT F. EPSTEIN, ity AtkMey CONTRACTOR By: Name: IG iL (Z ei Title: Exhibit 1 San Rafael Police Department Organizational Improvement Draft Work Plan 10/31/2016 V2 Task 1— Document review and data collection. 1.1 The first phase is designed around the collection of applicable information and data to include: department policies, manuals, newsletter, and press releases. Review the surveys conducted by the San Rafael Police Association (contingent on cooperation of SRPA) and labor agreements. Review information and data related to recruitment, resignations, promotions, commendations, and discipline. Review budgets with attention to the goals related to public safety. Estimated time: 4-8 hours Task 2 — Employee Engagement 2.1 Interviews will be conducted with key stakeholders including the City Manager, Chief, Captains, SRPA President, and other individuals identified by the City Manager or Chief. 2.2 Several small group sessions will be conducted that ultimately include all employees, excluding the chief and captains. The groups will be designed around work areas of employees of equal/similar rank. For example, line employees would be placed into focus groups depending on their shifts. Supervisors will have a separate group meeting. The facilitation technique used will be a slightly modified version of Nominal Group Technique. Every session will be asked the same question, "what is the #1 issue affecting San Rafael PD?" Each individual in each session will be asked to identify answers to this question by first writing them down for their own reference. Then using a structured round table format all the issues will be listed on easel paper forming a comprehensive list. There is no minimum or maximum number of issues. It is the facilitator's responsibility to drill down on each issue so that is unique and easily defined. Once all issues are listed there is clarifying discussion. All participates are then asked to vote on their top 3-5 issues with the votes being totaled for each issue. The voting is used to assist in setting a priority or level of concern. The lists and priorities for each session will be summarized for review and use by project team(s) established in Task 3. 2.3 Ride -along and sit -along with different employees to develop a better understanding of the SRPD. 2.4 Prepare a summary document that categorizes issues, priorities, and potential goals. Estimated Time: 24-32 hours depending on the number of small group sessions and employee scheduling. The goal is to conduct interviews, ride-alongs, and sit-alongs between group sessions to use time in the most efficient manner. Exhibit 1 Task 3 — Solution Generation, Goal Establishment, Goal Actualization 3.1 Establish a project team to address the issues identified in Task 2. The Team will utilize the lists generated in Task 2 to establish a Department priority with an understanding that some tasks may be simple to address while others may require changes beyond the authority of the Team. 3.2 Assist the Team with planning and actualization strategies to include: how is the goal demonstrated, measured, and reported? Develop a general planning process for each of the priority issues. For example: A. Issue 1 a. Expectation b. Current performance c. Gap identification d. Current capabilities e. Projected timeline B. Issue 2 f. Expectation g. Current performance h. Gap identification i. Current capabilities j. Projected timeline 3.3 Create a communications plan so Department employees are informed of the Team's work and progress. Estimated Time: 40-60 hours depending on the complexity of the issues identified and the level of consultant involvement. Task 4 - Assessment 4.1 Design an assessment tool, timeline, and criteria for each of the priority issues. Estimate time: 8 hours Cost - $200 hour plus expenses not to exceed $20,000. 2 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager's Office Project Manager: Jim Schutz Extension: 3475 Contractor Name: Braziel Consulting Contractor's Contact: Rick Braziel Contact's Email: brazielconsulting@gmail.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor 2 3 4 i i I b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Project Manager Forward three (3) originals of final agreement to contractor for their signature Project Manager When necessary, * contractor -sinned agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY Project Manager Forward signed original agreements to City 12/1/2016 Attorney with printed copy of this routing form City Attorney Review and approve hard copy of signed Click here to agreement City Attorney Review and approve insurance in PINS, and bonds ❑ N/A (for Public Works Contracts) City Manager/ Mayor Agreement executed by Council authorized official City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE 11/4/2016 11/14/2016 REVIEWER Check/Initial 121V16 Ab 12/1/2016 ® LAG 12/1/2016 ❑ LAG N/A Click here to enter a date ❑ N/A Or N/A 12/6/2016 121V16 Ab