HomeMy WebLinkAboutHR 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.
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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
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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
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