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CM Integration of Library and Community Services DepartmentsAGREEMENT FOR PROFESSIONAL SERVICES FOR THE INTEGRATION OF LIBRARY AND COMMUNITY SERVICES DEPARTMENTS This Agreement is made and entered into this~ day of November, 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and MANAGEMENT PARTNERS (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the City has decided to merge the Library and Community Services Departments together over the next several months; and WHEREAS, the merger of Library and Community Services Departments will create new possibilities for collaboration and innovation in programming and services for the community along with opportunities for staff talent development by creating a combined department; and WHEREAS, the City intends for the integration effort to be a participatory one, engaging staff from both departments; and WHEREAS, the City requires assistance to guide, engage and integrate the staff of the two departments; and WHEREAS, the CONTRACTOR is qualified to provide these needed professional services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Community Services Director, Susan Andrade-Wax 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. JAN PERKINS 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 l\-~-1-82 ORIGINAL 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. ASSIGN ABILITY. 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. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's 3 (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. 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. D. 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. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under 5 TO CITY's Project Manager: TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Jim Schutz, City Manager City of San Rafael 1400 Fifth A venue P.O. Box 151560 San Rafael, CA 94915-1560 Andrew Belknap, Regional Vice President Management Partners 2107 N. First St. Suite 470 San Jose, CA 95131 Office: (408) 437-5400 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 terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms 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. 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR J ~ GERALDNEWFR,Predent/CEO Management Partners, Inc. ATTEST: LINDSAY LARA, City Clerk VEDAS TO FORM: 9 Management Partners Mr. Jim Schutz City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Dear Mr. Schutz: EXHIBIT A October 5, 2018 Management Partners is pleased to provide this proposal to the City of San Rafael to facilitate the process of integrating the Library and Community Services Departments. We have the experience to assist the City with this important work and would be pleased to do so. Jan Perkins, Senior Partner, will be our lead consultant on this engagement. Our Understanding of the Engagement The current library director position is vacant and you have decided to merge the Library and Community Services Departments together over the next several months. The intention is to create new possibilities for collaboration and innovation in programming and services for the community along with opportunities for staff talent development by creating a combined department. The Library and Community Services Departments serve a community of over 57,000 located in Marin County. The Library has approximately 21 full-time equivalent employee (FTE) positions providing service in the main library and a branch located in a community center. The City has partially completed a library facilities planning project that will determine location and cost of a future library. The assistant library director is serving as acting library director at present. The Community Services Department has approximately 50 FTEs providing a range of recreation programs and a robust child care program. The Library Board of Trustees and the Parks and Recreation Commission are staffed by the two departments. The City intends for the integration effort to be a participatory one, engaging staff from both departments. The leaders of the two departments understand that the cultures of each differ and that some employees will have concerns about their future in the new, combined department. It is hoped that engaging staff in conversations about possibilities that can be created through a combined department, support and enthusiasm will be generated to serve the department well as it is launched. 1730 MADISON ROAD • CINCINNATI, OH 45206 • 513 8615400 • FAX 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAX 408 453 6191 3152 RED HILL AVENUE, SUITE 210 • COSTA MESA, CALIFORNIA 92626 • 949 2221082 • FAX 408 453 6191 Mr. Jim Schutz Management Partners' assistance is desired to facilitate this process as described in the following scope of work: » Create a vision, mission, set of values and initial goals for the new department; Page2 » Provide advice about an organizational stmcture for the newly formed department; » Conduct teambuilding and review the roles of managers, supervisors and staff in the newly formed department; and » Determine any changes in roles or communications pertaining to the Library Board of Trustees and the Parks and Recreation Commission that may be needed as a result of the merged departments. Plan of Work Based on our understanding of San Rafael's needs, we have prepared a detailed plan of work which is amenable to refinement to adapt it to your specific interests. Our process provides for ongoing and meaningful collaboration between our staff and yours. A draft schedule follows the plan of work outlined below. City staff will be integrally involved in developing the strategic plan. The table below shows the anticipated roles of the City and Management Partners. City Staff Management Partners » Guide process » Schedule meetings » Distribute online surveys » Handle workshop logistics and print materials » Manage communications with staff » Manage communications with Library Board and Parks and Recreation Commission » Provide information on the functions, staffing and reporting relationships of the Library and Community Services » Provide high-resolution photos to be inserted into the final vision, mission, values, goals document » Design and administer online survey » Facilitate workshops » Create organization structure options » Prepare document containing vision, mission, values and goals Activity 1 -Start Project and Conduct Kickoff Meeting Management Partners will begin with an initial conference call meeting with you, the acting library director, the community services director and their senior managers. During this meeting, we will review a draft work plan and schedule for the process as well as the roles of the parties. This project start-up activity will form the basis of the partnership between Management Partners' team and the City's team. This initial planning meeting will afford the opportunity to Mr. Jim Schutz Page 3 share information, establish communication protocols and refine the schedule and work plan so that it is comfortably integrated with staff's other work demands during the project. We will refine the work plan and schedule as needed based on feedback received. Activity 2 -Conduct Employee Survey and Review Documents Next, we will gather information through an online staff survey and a review of various documents. Both are described below. 1) Design and administer online staff survey. Employees of the two departments will have important observations and suggestions that will be helpful to the success of the new department. » Management Partners will design a confidential online survey to seek input from permanent and temporary employees about strengths, opportunities for collaboration, training and professional development, and other factors. » We will create a draft for the City's review and place it into an online format once it is final. The City will then send the link to all employees. » Responses will be returned to Management Partners. » We will analyze the responses and identify themes. This information will be part of the workshop materials we prepare, as described in Activity 3. 2. Review documents. We will review materials from the City that describe the functions of each of the work units within the Library and Community Services, as well as a listing of positions assigned to each of the major functions and reporting relationships. This will be helpful information for the workshop described next in Activity 3. We will convene a conference call with the acting library director and the community services director to discuss the results of the online staff survey and materials prepared by the City on the functions of the two departments. This conference call will be helpful in creating the agenda for the workshop. Activity 3 -Design and Facilitate First Workshop Next, we will design and facilitate the first one-day workshop. The focus of this workshop will be to create a shared understanding of the strengths of the Library and Community Services functions and staff, identify possibilities that could be created with the new department, discuss areas of potential collaboration, and start the conversation about mission, vision and values of the new department. To prepare for the workshop, we will complete the following tasks. 1) Determine workshop participants. Our suggestion is that the morning include all staff in both departments and that the afternoon include managers and supervisors. We will collaborate with the directors to finalize the list of participants. Mr. Jim Schutz Page4 2) Prepare agenda. We will prepare a detailed agenda for the workshop and review it with the directors . Potential agenda items include: Morning sessio11 with all staff. » Hear comments from the City Manager; » Participate in icebreaker to get to know each other; » Review results of online staff survey; » Identify possibilities, potential new collaborations and opportunities for change in roles or functions created by the new department; and » Identify possible impediments to be aware of and address. Afternoon session with ma11agers and supervisors: » Identify key concepts for a vision and mission for the new department; » Identify a set of values for the new department; » Identify what will be needed for the new department to be successful; and » Identify communications that will be needed with various stakeholders. 3) Prepare workshop materials. Management Partners will prepare workshop materials to enable the day to be most productive. We will prepare a slide deck to present this information, as well as a handout for each participant. 4) Coordinate logistics. We will work with City staff on room set up, location and other logistics to set the stage for a productive day for all participants. We will then facilitate the workshop, using a combination of small and large groups. The workshop will be interactive and engaging, ensuring that everyone has an opportunity to fully participate in the discussions. Following the workshop, Management Partners will prepare a summary of the discussions and outcomes. Activity 4 -Advise on Organizational Stmcture Management Partners will create organization structure options and discuss them with you, the acting library director, the community services director and others you designate. We have examples of combined library and community services departments in other cities that will inform this discussion. We will have also learned much more about the City of San Rafael's particular situation and will be able to provide meaningful suggestions. We will design options and convene a conference call to discuss them as noted above. After this meeting, we will summarize the results and prepare one or more organization charts to provide to the City. Activity 5 -Design and Facilitate Second Workshop and Prepare Workshop Report We will design and facilitate the second one-day workshop. The first half will be with the management team and the second half will be with all staff from the two departments. The focus of this workshop will be on finalizing the vision, mission and values, and creating several goals for the new department's first year. Mr. Jim Schutz Page5 We will complete the following tasks in Activity 5. 1) Determine workshop participants. We will collaborate with the directors to finalize a list of participants. 2) Prepare agenda. We will prepare a detailed agenda for the workshop and review it with the directors. The workshop will be interactive and engaging, with the objective being to instill a sense of possibility about the future with the creation of the new department. Potential agenda topics include: Morning session with managers and supervisors: » Finalize vision, mission and values; and » Create several goals for the new department. Afternoon session with all staff: » Hear comments from the City Manager; » Review the new organization structure; » Discuss how each of their program areas relate to the new vision, mission and values; » Discuss specific steps they can take in their program areas to collaborate and begin to implement goals of the new department; and » Discuss communications and how questions will be addressed as they arise. 3) Prepare workshop materials. Management Partners will prepare workshop materials to enable the day to be most productive. 4) Coordinate logistics. We will work with City staff on room set up, location and other logistics to set the stage for a productive day for all participants. 5) Facilitate workshop. We will then facilitate the workshop in a way that is interactive and engaging, using a combination of small and large groups. 6) Prepare workshop report. After the workshop, we will create a workshop report containing the new mission, vision, values and goals. We will insert high-resolution photos provided by the City into this document so that it can be used as an accessible communication vehicle with staff and others. This will contain an implementation action plan for the goals established during the workshop. Project Team Management Partners has a project team that is highly qualified to complete this work for the Pleasanton library. This project will be a top priority for Management Partners and our team members will be available in whatever capacity will contribute to the success of the project. Jan Perkins will serve as project manager and will be responsible for execution of the project. She Mr. Jim Schutz will be supported by Mandy Brown and Christine Butterfield. The project team members' qualifications are briefly summarized below. Jan Perkins, Senior Partner Page 6 Jan has 30 years of management experience in local government. Before joining Management Partners in 2005 she served in several California and Michigan jurisdictions, including as city manager in Fremont and Morgan Hill, California. She also served the cities of Santa Ana, California; Grand Rapids, Michigan; and Adrian, Michigan. She provides assistance to government leaders in organizational analysis, leadership development, facilitation, strategic planning, teambuilding, executive performance evaluation, and policy board/staff effectiveness. Jan is a frequent speaker at conferences and has authored a number of articles on leadership, executive performance evaluation, ethics and successful hiring strategies. Jan holds an undergraduate degree in sociology and a master's degree in public administration from the University of Kansas. She completed the Program for Senior Executives in State and Local Government from Harvard University and is an ICMA Credentialed Manager. Mandy Brown, Management Advisor Mandy is responsible for conducting financial and operational analyses to support many types of client projects including organization reviews, process improvement, financial planning, and budgeting studies. She has a background in urban planning and statistics with significant community engagement and project management experience. Her analytic training includes inferential statistics, linear and logistic regression, and survey research and design. She is experienced in collecting data and using analysis and modeling tools for forecasting, policy analysis, and the design of projects and plans. Christine Butterfield, Senior Management Advisor Christine has worked in local government since 1992 in California, Illinois and Minnesota. She has held positions of responsibility in organizations with 1,500 employees and a budget of $500 million (serving a population of 320,000) to communities with only 130 employees (serving fewer than 30,000 people). Christine has served as an assistant city manager and as community development director. In this capacity with the City of Cedar Rapids, Iowa, she headed the City's response to the 2008 flooding disaster, the worst disaster in the history of Iowa and one of the most expensive disasters in the history of the United States. She has worked on numerous projects, including a master plan for parks and recreation, a flood protection plan and ten neighborhood redevelopment plans. Christine has experience managing all municipal operations as well as intergovernmental relations, strategic planning and labor negotiations. She also has considerable experience with process improvement and reengineering and has used the LEAN Six Sigma method to make improvements to land use/development entitlement functions. In this regard she oversaw implementation of the first paperless land development submission process. She has a proven ability to lead diverse teams, develop trust and build consensus in a collaborative way. In addition to her public service, Christine also has 10 years of Mr. Jim Sd1Utz Page7 experience working as a consultant providing strategic planning, economic development and fiscal impact analysis. Hours, Cost and Schedule Management Partners estimates that 160 hours of management consulting assistance will be required to complete the project scope described above. The ultimate test of a quality project is that the client is pleased with the results, and we are committed to achieving that goal. The total cost of this project is $24,900, which includes all fees and expenses. The table below shows the cost by activity . ACTIVITY COST 1-Start Project and Conduct Kickoff Meeting $1,500 2 -Conduct Employee Survey and Review Documents $3,300 3 -Design and Facilitate First Workshop $8,500 4 -Advise on Organizational Structure $2,400 5 -Design and Facilitate Second Workshop and Prepare Document $9,200 TOTAL $24,900 The tentative schedule for this project follows. ACTIVITY SCHEDULE 1-Start Project and Conduct Kickoff Meeting Oct 15-30 2 -Conduct Employee Survey and Review Documents Nov 1-Dec 15 3 -Design and Facilitate First Workshop Jan 2-Feb 8 4 -Advise on Organizational Structure Nov 5-Dec 31 5 -Design and Facilitate Second Workshop and Prepare Report Feb 12 -March 8 Conclusion We look forward to working with the City of San Rafael. We welcome the opportunity to provide additional information that may be helpful. If you have any questions about our proposal please contact Jan Perkins (949-202-8870). Thank you for your consideration. Sincerely, ltlt;~ Andrew S. Belknap Regional Vice President Mr. Jim Schutz Page8 Accepted for the City of San Rafael by: Name: _____________ _ Title: Date: 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: 7248 Contractor Name: Management Partners, Inc. Contractor's Contact: Jan Perkins Contact's Email: jperkins@managementpartners.com □ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 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 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRI N T CO NTI NUE ROU TIN G PROCESS W ITH H ARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE 10/25/2018 10/25/2018 10/31/2018 Click here to en.er a elate 11/9/2018 □ N/A Or Click here to enter a date. 11/13/18 lit l"' \' ~L L '\I l/L'" II i~\ll I l\ I 1.. 1 hi REVIEWER Check/Initial □ □ ~ LMM □ □ □ ~ ~ 1¼' ~ ~ V'-· iJ-