R-09-04-23-10C2 - 4/23/2009RESOLUTION NO. R-09-04-23-1OC2
WHEREAS, the City of Round Rock desires to retain professional
consulting services for facilitation and strategic planning advisory
services, and
WHEREAS, Analytica has submitted an Agreement for Professional
Consulting Services to provide said services, and
WHEREAS, the City Council desires to enter into said agreement
with Analytica, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Professional Consulting Services
for Facilitation and Strategic Planning Advisory Services with
Analytica for Phase 2 of Strategic Planning: Sustained High
Performance - Execution Through Systems, a copy of same being
attached hereto as Exhibit "A" and incorporated herein for all
purposes.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended
RESOLVED this 23rd day of April, 2009.
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ATTEST:
SARA L. WHITE, City Secretary
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City of Rock, Texas
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CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES FOR
FACILITATION AND STRATEGIC PLANNING ADVISORY SERVICES
WITH ANALYTICA
EXHIBIT
"A"
THIS AGREEMENT for professional consulting services for facilitation and strategic
planning advisory services relating to development of a comprehensive strategic plan
incorporating strategic, leadership, and operational objectives into the City of Round Rock's
"high performance" philosophy (the "Agreement") is made by and between the City of Round
Rock, a Texas home -rule municipal corporation with offices located at 221 East Main Street,
Round Rock, Texas 78664-5299, (the "City") and Analytica (the "Consultant"), with offices
located at Post Office Box 998, Newberry, Florida 32669.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than one (1) year from the effective date of this
Agreement.
City reserves the right to review the Agreement at any time, including at the end of any
deliverable or phase or task, and may elect to terminate the Agreement with or without cause or
may elect to continue.
1.02 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a total sum not to exceed Fifty Thousand and No/100 Dollars
($50,000.00), in payment for services and the Scope of Services deliverables as delineated in
Exhibit "A" and herein in Section 1.03. This amount does not include expenses which otherwise
are reimbursable under this Agreement as delineated in Section 1.04.
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1.03 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its Scope of Services for the
assignments delineated herein, and such Scope of Services is recited in Exhibit "A" attached
hereto and incorporated herein by reference for all purposes. This Agreement shall evidence the
entire understanding and agreement between the parties and shall supersede any prior proposals,
correspondence or discussions. Consultant shall satisfactorily provide all services and
deliverables described under the referenced Scope of Services within the contract term specified
in Section 1.01. Consultant's undertakings shall be limited to performing services for the City
and/or advising the City concerning those matters on which Consultant has been specifically
engaged. Consultant shall perform its services in accordance with this Agreement and in
accordance with the referenced Scope of Services. Consultant shall perform its services in a
professional and workmanlike manner.
Consultant shall not undertake work that is beyond the Scope of Services set forth in
Exhibit "A" and in this Section 1.03. However, either party may make written requests for
changes to the Scope of Services. To be effective, a change to the Scope of Services must be
negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental
Agreement as described in Section 1.05 hereof.
1.04 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES
Payment for Services: In consideration for the consulting services to be performed by
Consultant, the City agrees to pay Consultant the following "Payment for Services:"
Fees for the listed deliverables in the total amount of Fifty Thousand and No/100 Dollars
($50,000.00) shall be paid by the City in the following manner:
Month 1 $ 4,166.67
Month 2 $ 4,166.67
Month 3 $ 4,166.67
Month 4 $ 4,166.67
Month 5 $ 4,166.67
Month 6 $ 4,166.67
Month 7 $ 4,166.67
Month 8 $ 4,166.67
Month 9 $ 4,166.67
Month 10 $ 4,166.67
Month 11 $ 4,166.67
Month 12 $ 4,166.67
TOTAL $50,000.00
Payment for Reimbursable Expenses: Reimbursable travel expenses authorized in
advance by the City shall be paid to Consultant at actual cost, upon Consultant properly
invoicing for same and providing documentation for same.
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Not -to -Exceed Total Payment for Services: Unless subsequently changed by
Supplemental Agreement, Consultant's total compensation for consulting services hereunder
shall not exceed Fifty Thousand and No/100 Dollars ($50,000.00). This amount represents the
absolute limit of the City's liability to Consultant hereunder unless same shall be changed by
Supplemental Agreement, and the City shall pay, strictly within the not -to -exceed sum recited
herein, Consultant's professional fees for work done on behalf of the City.
Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon project
claims, whether paid by the City or denied.
1.05 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
1.06 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive monthly payment for satisfactory delivery of deliverables,
Consultant shall prepare and submit detailed progress invoices to the City, in accordance with
the delineation contained herein, for services rendered. Such invoices for professional services
shall track the referenced Scope of Services, and shall detail the services performed, along with
documentation for each service performed. Payment to Consultant shall be made on the basis of
the invoices submitted by Consultant and approved by the City. Such invoices shall conform to
the schedule of services and costs in connection therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.10 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
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or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
1.07 REQUIRED DRAFT REPORTS AND FINAL REPORT
Consultant agrees to provide the City with draft reports and a detailed final written report,
together with all information gathered and materials developed during the course of the project.
Additionally, Consultant agrees to provide any necessary oral presentations of such written
reports, at the City's designation and at no additional cost to the City.
Consultant agrees to provide the City with ten (10) additional bound copies of the final
written report, with one (1) additional unbound copy being delivered which is suitable for
making additional copies at the sole election of the City. All copies of the written final report
will be on 8-1/2" x 11" or 8-1/2" x 17" paper, will be primarily in black and white, will be spiral
bound, and will contain color pages, images, photos, and diagrams as necessary. Consultant
shall also deliver two (2) reproducible CDs to the City, all at no additional cost to the City.
1.08 LIMITATION TO SCOPE OF WORK
Consultant and the City agree that the Scope of Services to be performed is enumerated
in Exhibit "A" and in Section 1.03 herein, and may not be changed without the express written
agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that
the City retains absolute discretion and authority for all funding decisions, such to be based
solely on criteria accepted by the City which may be influenced by but not be dependent on
Consultant's work.
1.09 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may effect
such termination by giving Consultant a written notice of termination at the end of its then -
current fiscal year.
1.10 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
(a)
There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
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(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the
service performed that causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
1.11 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City may terminate this
Agreement for the convenience of the City, upon fifteen (15) days' written notice to Consultant,
with the understanding that immediately upon receipt of said notice all work being performed
under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily
completed and shall be compensated in accordance with the terms hereof for work accomplished
prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or
anticipated profits for work terminated under this Agreement. Unless otherwise specified in this
Agreement, all data, information, and work product related to this project shall become the
property of the City upon termination of this Agreement, and shall be promptly delivered to the
City in a reasonably organized form without restriction on future use, subject to the conditions
set forth in the Standard Proposal Addendum. Should the City subsequently contract with a new
consultant for continuation of service on the project, Consultant shall cooperate in providing
information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
City and the terminated party to fulfill contractual obligations. Termination under this section
shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
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Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
1.12 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(3)
(5)
Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
(7)
1.13 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
1.14 CITY'S RESPONSIBILITIES
Full information: The City shall provide full information regarding project
requirements. The City shall have the responsibility of providing Consultant with such
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documentation and information as is reasonably required to enable Consultant to provide the
services called for. The City shall require its employees and any third parties who are otherwise
assisting, advising or representing the City to cooperate on a timely basis with Consultant in the
provision of its services. Consultant may rely upon written information provided by the City and
its employees and agents as accurate and complete. Consultant may rely upon any written
directives provided by the City or its designated representative concerning provision of services
as accurate and complete.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. The City shall furnish information
which includes but is not limited to pertinent correspondence with other local municipal and
planning officials, previous market analyses or feasibility studies, and other pertinent
information. Consultant agrees, within ten (10) days of the effective date of this Agreement, to
provide the City with a comprehensive and detailed information request list.
1.15 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
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without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein
shall preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than the Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to
Consultant. The City shall have a non-exclusive, non -transferable license to use Consultant's
Confidential Information for the City's own internal use and only for the purposes for which they
are delivered to the extent that they form part of the Deliverables.
1.16 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction
at no additional charge, or (b) if such deficient services cannot be cured within the cure period
set forth herein in Section 1.11, then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
In no event shall Consultant be liable to the City, by reason of any act or omission
relating to the services provided under this Agreement (including the negligence of Consultant),
whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit,
punitive, special or similar damages relating to or arising from the services, or (b) in any event,
in the aggregate, for any amount in excess of the total professional fees paid by the City to
Consultant under this Agreement, except to the extent determined to have resulted from
Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service
provided hereunder.
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1.17 INDEMNIFICATION
Consultant and the City each agree to indemnify, defend and hold harmless the other
from and against amounts payable under any judgment, verdict, court order or settlement for
death or bodily injury or the damage to or loss or destruction of any real or tangible property to
the extent arising out of the indemnitor's negligence in the performance of this Agreement.
Consultant agrees to indemnify, defend and hold harmless the City from and against any
and all amounts payable under any judgment, verdict, court order or settlement for Third Party
claims of infringement of any trade secrets, copyrights, trademarks or trade names alleged to
have occurred and arising from the deliverables provided by Consultant to the City in connection
with the performance of this Agreement. Should the City's use of such deliverables be
determined to have infringed, Consultant may, at its option: (i) procure for the City the right to
continue using such deliverables provided or (ii) replace or modify them to make their use non -
infringing while yielding substantially equivalent results. If neither of the above options is or
would be available on a basis that is commercially reasonable, then Consultant may terminate
this Agreement, the City shall return such deliverables provided, and Consultant will refund to
the City the fees paid for the deliverables provided. This infringement indemnity does not cover
claims arising from the combination of such deliverables with products or services not provided
by Consultant; the modification of such deliverables by any person other than Consultant;
deliverables complying with or based upon (1) designs provided by or at the direction of the City
or (2) specifications or other information provided by or at the direction of the City; or use of
systems, materials or work performed in a manner not permitted hereunder or by another
obligation of the City to Consultant.
The indemnities in this section are contingent upon: (1) the indemnified party promptly
notifying the indemnifying party in writing of any claim which gives rise to a claim for
indemnification hereunder; (2) the indemnifying party being allowed to participate in the defense
and settlement of such claim; and (3) the indemnified party cooperating with all reasonable
requests of the indemnifying party (at the indemnifying party's expense) in defending or settling
a claim. The indemnified party shall have the right, at its option and expense, to participate in
the defense of any suit or proceeding through counsel.
1.18 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
1.19 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
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(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
Withhold state or federal income tax from any of Consultant's payments.
(3)
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
1.20 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the
term of this Agreement professional liability insurance coverage in the minimum amount of One
Million Dollars from a company authorized to do insurance business in Texas and otherwise
acceptable to the City.
Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Consultant, Consultant shall require each subconsultant performing work under this Agreement
to maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in the immediately preceding paragraph, including the
required provisions and additional policy conditions as shown below. As an alternative,
Consultant may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Consultant's certificate of insurance shall note in such
event that the subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant
in order to assure compliance with the insurance requirements. Consultant must retain the
certificates of insurance for the duration of this Agreement, and shall have the responsibility of
enforcing these insurance requirements among its subconsultants. The City shall be entitled,
upon request and without expense, to receive copies of these certificates of insurance.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
non -renewal or any material change in coverage, a notice thereof shall be given to
City by mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify City, within ten (10) days of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives
from its insurer.
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(2) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the
sole responsibility and risk of Consultant.
(3) Terms "the City" or "the City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees
and designated agents in their official capacities, or while acting on behalf of the
City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any future coverage, or to City's Self -Insured Retentions
of whatever nature.
(5)
Consultant and City mutually waive subrogation rights each may have against the
other for loss or damage, to the extent same is covered by the proceeds of insurance.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Consultant shall be borne solely by Consultant, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City.
1.21 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall use best efforts to
comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to the City at the expiration of the term of this Agreement.
1.22 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
1.23 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
James Nuse, P.E.
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
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Dr. Herbert A. Marlowe, Jr., Principal
Analytica
Post Office Box 998
Newberry, Florida 32669
1.24 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Dr. Herbert A. Marlowe, Jr., Principal
Analytica
Post Office Box 998
Newberry, FL 32669
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
1.25 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
1.26 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
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agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
1.27 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
the City shall select one mediator and Consultant shall select one mediator and those two
mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees,
associated with the mediation shall be shared equally by the parties.
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
1.28 FORCE MAJEURE
Notwithstanding any other provisions hereof to the contrary, no failure, delay or default
in performance of any obligation hereunder shall constitute an event of default or breach of this
Agreement, only to the extent that such failure to perform, delay or default arises out of causes
beyond control and without the fault or negligence of the party otherwise chargeable with failure,
delay or default; including but not limited to acts of God, acts of public enemy, civil war,
insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other
casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to the City if its failure
to perform or its substantial delay in performance is due to the City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
1.29 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
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1.30 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
1.31 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such
right or power or be construed to be a waiver. A waiver by either party of any of the covenants
to be performed by the other or any breach thereof shall not be construed to be a waiver of any
succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in
writing and signed by an authorized representative of the party against whom such waiver or
discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered one original. The City agrees to provide Consultant with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas Attest:
By:
Title:
Date Signed:
Analytica
By:
Printed Name:
Title:
Date Signed:
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Sara L. White, City Secretary
For City, Approved as to Form:
Stephan L. Sheets, City Attorney
Scope of Services — Phase 2 of Strategic Planning
Sustained High Performance: Execution through systems
The City of Round Rock has taken several steps toward building the high performance organization. It
has developed the intellectual platform to understand the concepts and principles of high performance
through a variety of training investments. It has articulated values and formed an organizational culture
that is consistent with and supportive of high performance. It has developed a community vision and
organizational focus via the strategic plan. These actions comprise the fundamental building blocks for a
high performance organization.
The next step is to build those systems which allow the City of Round Rock to execute those principles,
values and vision/focus and sustain that execution (across time, personnel changes, governing body
changes , community changes of expectation or demand and environmental changes) at a high level of
performance. This proposed scope of services focuses on developing six systems
• Strategy execution
• Key process management
• Organizational performance management
• Aligned individual performance
• Integrated strategy, process and operational management
• Integrated budgeting for strategy, process and operational performance
These systems are premised on the proposition that the failure to sustain high performance emerges
from four more fundamental failures. By developing systems to prevent these failures, as well as
maintaining the values and culture which expect high performance, sustained high performance can be
achieved. These failures are:
• Failure to anticipate. This is the failure to see a problem emerging in time to formulate an
adequate response;
• Failure to accurately define. In this case the problem is recognized, but mis-understood to the
point where responses are ineffective;
• Failure to act. This is the situation where even though the problem is understood (by at least
part of the organization), action cannot be mobilized either because others don't' recognize the
problem, there is no shared understanding of the problem or there are counter -veiling forces
which make it difficult to act;
• Ineffective action. In this case the attempted solution fails or only partially succeeds. This may
be due to an inadequate definition, a Tess -than -full commitment on the part of some of the
actors, a solution not sufficiently complex to address the full complexities of the problem or
external events which changed the problem in some way and made the solution less viable.
Each of the proposed systems is designed to address one or more of the fundamental failures.
11 Page
The Strategy Execution System: Development of action plans for Strategic
Plan Goals
Fundamental failure this system is designed to prevent: Failure to act
This system consists of four primary components:
• A process by which action plans for strategic goals are formulated based on the strategic and
business plans;
• A process for review and adoption of action plans which builds broad understanding and
commitment by the leadership team;
• A process for managing the action plans;
• A process for adapting and re -prioritizing work within the action plans.
Action plans will all follow a general format which will address the following topics:
• Goal statement
• Objectives from the business plan
o Review and editing as needed
• The deliverables needed to achieve the goal and produce the objectives
o Documentation of any best or proven practices (if relevant)
• Listing of internal units as well as any external bodies needed to produce the deliverables
• Identification of key processes involved in producing the deliverables
• Mapping of those processes if they have not already been mapped by Plante -Moran or
elsewhere
• Mapping any key inter -dependencies with other strategic plan goals or other City projects that:
o Will impact the production of these deliverables
o Will impact the ability of other teams to produce their deliverables
o (This step will be particularly important if software such as "The Brain" is used to
manage the Strategic Plan)
• Performance metrics that can be used to manage the action plan as to:
o Meeting the time frame of the plan
o Meeting the quality standard for the deliverables
o Meeting the quantity standard for the deliverables (if applicable)
o Meeting any sustainability standard (if relevant)
o Document status or impact on key inter -dependencies (if any)
• Listing of work tasks and linkages (using project management or other software if appropriate)
• Development of project time frame
• Task assignments to individuals or teams
• Identification of needed resources
o Existing that need to be made available
o New that need to be budgeted
21 Page
In the upcoming Department Head workshop Strategic PIan Goals will be sorted into three categories —
those clearly belonging to a single department and that can be managed by that department with
minimal coordination, those clearly that are cross -departmental in nature and will require significant
cross -departmental and/or city/external groups coordination, and those that do not fit readily into
either of the two above categories and will require some different approach.
This service proposes to facilitate the development of action plans for either of the latter two types of
goals, beginning with the highest priority goals set by the Council, then moving to the "near priority
goals" (those where 3 of 7 Council members endorsed as a priority) , and then finishing with any
remaining goals that the City wishes to begin action on within the next two years.
Once action plans are developed, they will be submitted, via an internal review process to be developed
as part of this service, to the Department Heads as a body for review and recommendation to the
Manager for approval.
Consultant activities will include:
1. Provide training on the action plan format;
2. Facilitate the approximate four 2-3 hour work sessions per goal needed to develop the action
plan for type 2 and 3 strategic goals (session 1: goal — objective — deliverables -internal/external
units -key processes; session 2: mapping, interdependencies, performance metrics; session 3:
performance metrics, work tasks list; Session 3: work tasks lists, linkages; Session 4: time line,
task assignments, resource analysis, overall review;
3. Document the product of the four work sessions per goal and prepare the action plan for review
and adoption;
4. Assist in conceptualization and design of review process;
5. Facilitation of review process by City Executives (Department Heads and higher);
6. Consultation to departments as needed for those goals under the purview of a single
department;
7. Design of key features of mechanism to manage and monitor the action plans including:
o Review of appropriate software if needed
o Development of initial "Brain" map if that software is selected
o Loading or guidance in loading data into another software tool if selected;
8. Design of update system.
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The key process management system
Fundamental failure this system is designed to prevent: Ineffective action
This system consists of the following components:
• Determination of key processes required for achievement of on-going high performance status
and strategic plan execution (as identified in the Department Head workshop, by Plante -Moran,
during Action Planning or other sources);
• Maps of those key processes (building if and as needed on the work of Plante -Moran);
• Mechanism to establish process performance standards (time, error rates, professional
benchmarks)
• Development of indicators to assess process performance (quality and quantity);
• Identification of process owner;
• Methodology for costing processes;
• Mechanism for coordination and oversight of process owners;
• Mechanism to report on status of processes, resolve issues or problems and provide direction to
process owners
Consultant activities will include:
1. Determination of key processes in high performance workshop (to be completed in March 2009)
2. Review of status of process maps and conduct of mapping sessions if needed (for any processes
identified as key that have not already been mapped);
3. Workshops to develop process performance standards for key processes. These would be a
series of workshops between the team mapping and proposing standards and Department
Heads in a later session that would agree that the proposed standards would meet their needs;
4. Development of costing methodology. This would be done using one or two key processes as
"pilots" to determine the best mix of validity and time efficiency that will result in reliable
process costing. Alternatives range from observed time on task to self-report monitoring to
initial estimation followed by sampling. Once the methodology is accepted, process owners
would be responsible for costing their process;
5. Development of role, responsibility and expectations statements for process owners;
6. Development of system to coordinate process owners and provide feedback to them on their
performance;
7. Development of system for managerial oversight by City executives (Department Head and
above) involving review of process performance indicators, modification of standards where
needed and endorsement of process modifications as needed
4IPage
Development of Analytics system
Fundamental failure this system Is designed to prevent: Failure to anticipate, Failure to adequately
define
This system will consist of the following components:
• Strategic goal metrics as developed in the action plan
• Key process measures as developed in the key process management system
• Critical operational performance measures as identified during the final site visit of the current
contract
• Customer service data
• Fiscal performance data
• Community trend data (including appropriate macro -data with localized interpretation)
• Professional field data
Consultant services include:
1. Development of master list of metrics and analytics;
2. Comparison to metrics in use by ICMA, etc;
3. Review of metrics that would meet Baldrige standards
4. Review with City executives those they wish to review as a team (as opposed to metrics that
each department head will use with their department). This could include any summative
indexes. The intent of this is to select those metrics that would be valued by the Executives as
useful for collaborative decision making;
5. Development of metrics or summative metrics in the form of indexes that the Council may wish
to review (this would involve development of draft system, discussion with Council and Council
adoption);
6. Review of potential software systems that can be used to automate analytics;
7. Development of final reporting and review process.
5IPage
The individual performance alignment system: Revisions of performance
appraisal system to reflect strategic plan line of sight
Fundamental failure this system is designed to prevent: Ineffective action
The system will consist of the following components:
• Mechanism for identifying employee contributions to strategic goals, key process improvements
and/or repeated unit functions
• Mechanism for identifying those services experiences the employee is expected to contribute;
• Mechanism to identify those practices the employee is expected to engage in based on the
organization's values;
• Mechanism for the employee to establish their own goals and objectives;
• Mechanisms through which the employee receives feedback;
• Mechanisms for self-assessment.
Consultant services will include:
1. In concert with HR director, review of best practices and best practices workshop on individual
performance appraisal to include both individual and team based performance approaches;
2. Analysis of how to integrate the service experience concept into performance appraisal;
3. In concert with HR director, preparation of City Executives workshop that will address the major
options for an alternative individual performance appraisal system, including options for linking
pay for performance and arguments against such a step. Options as a minimum will include 360
degree systems, individual self -assessments against a formulated work plan, standard deviation
a pproaches;
4. Based on the above workshop and any needed subsequent discussion, formulate in concert with
the HR director a draft approach. With respect to this draft approach review availability of
existing or customizable software that would automate the draft approach. Develop model
forms for the approach;
5. In concert with the HR director present the draft approach to the City Executives and if needed
to the Council;
6. In concert with the HR director develop a plan for implementation of the approved approach,
including staff training and any needed policy or procedural modifications;
7. In concert with the HR director present the plan for formal adoption.
Wage
Integrated strategy, process and operational management system
Fundamental failure this system is designed to prevent: All four
The intent of this system is to develop both a model and the practical tools through which strategy,
process and operations can be managed at the executive level in a collaborative manner. This system is
intended to provide:
1. The "space" (in terms of thinking time) that enables anticipatory problem solving and accurate
problem definition;
2. The discussion and deliberation needed to develop consensus and ownership of proposed
solutions including critiques so that better solutions can be built;
3. The analysis of metrics so that data -based performance assessment and decision making can be
practiced;
4. The opportunity to evaluate strategies in terms of their effectiveness and develop modifications
where needed;
5. The opportunity to examine organizational issues from a processes perspective and contribute
direction as to process improvements;
6. The opportunity to examine operational issues from process and system perspectives, from a
strategic direction perspective and a values and culture perspective;
7. A mechanism by which differing perspectives are legitimated and questions of value can be
raised.
Consultant services will include:
• Further development and refinement of organizational structure;
• Facilitation of department head collaborative thinking in relevant areas:
o Anticipatory problem solving
o Problem definition
o Consensus for action
o Solution monitoring and adaptation;
• Development of organizational processes that foster problem anticipation and definition;
• Development of solution review and adaptation processes including:
o Review and update of strategic and business plan status and modification, including
Council involvement
• Development of processes for managing status and progress of strategic, process and
operational tasks, benchmarks and performance measures including:
o Review of any available software;
o Assistance in adaptation of selected or customized software;
o Pilot testing and revisions of system;
o Assistance in data -loading or database development;
7}Page
o Design of training program;
o Consensus development and ownership by Executives.
Integrated budgeting and financial planning system for strategy, process and
operational performance
Fundamental failure this system is designed to prevent: Ineffective action (due to inadequate resources)
This system is intended to ensure that appropriate and adequate financial resources are allocated to the
operational requirements, key process and strategic goals and that the priorities and focus of the City
are reflected in the resource allocation process. It is also intended to offer an alternative process for
resource prioritization that is driven more by the desired results than by departmental structures, i.e.
would public safety be better enhanced by an investment in adolescent recreation than a traditional law
enforcement investment?
Consultant services include:
1. Conceptual collaborative design of system with budget and financial staff including:
a. Best practice research
b. Development of costing methodology for processes
c. Methodology to integrate strategic business plan costs
d. Process to project future significant unusual costs identified via problem anticipation
activities
e. Process to anticipate significant financial risks to the City
f. Process to allocate resources based on desired results;
2. Development of pilot tests of:
a. Forms
b. Calculation methods
c. Anticipatory processes
d. Process for resource allocation based on desired results;
3. Modifications based on pilot test results
4. Development of timed implementation plan with:
a. Prioritized tasks
b. Time frames
c. Lead parties;
5. Facilitation of work sessions with city executives to:
a. Critique and improve;
b. Development agreement and support for modified implementation plan.
$IPage
DATE: April 16, 2009
SUBJECT: City Council Meeting — April 23, 2009
ITEM: 10C2. Consider a resolution authorizing the Mayor to execute an Agreement for
Professional Services with Analytica for Phase 2 of Strategic Planning.
Department:
Staff Person:
Justification:
Administration
Cindy Demers, Assistant City Manager
The City hired Analytica to facilitate and assist in the development of a Strategic Pian. The next step is to
implement the principles, values and vision of the adopted plan. The scope of services for phase 2
focuses on executing the goals identified in the Strategic Plan and sustaining that execution at a high
level of performance (across time, personnel changes, governing body changes, community changes of
expectation or demand and environmental changes). This implementation phase includes developing six
systems: Strategy execution; Key process management; Organizational performance management;
Aligned individual performance; Integrated strategy; process and operational management; and
Integrated budgeting for strategy, process and operational performance.
Funding:
Cost:
Source of funds:
$50,000 (plus reimbursements for travel expenses)
Self Financed Construction
Outside Resources: Dr. Herb Marlowe, Analytica
Background: N/A
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES FOR
FACILITATION AND STRATEGIC PLANNING ADVISORY SERVICES
WITH ANALYTICA
THIS AGREEMENT for professional consulting services for facilitation and strategic
planning advisory services relating to development of a comprehensive strategic plan
incorporating strategic, leadership, and operational objectives into the City of Round Rock's
"high performance" philosophy (the "Agreement") is made by and between the City of Round
Rock, a Texas home -rule municipal corporation with offices located at 221 East Main Street,
Round Rock, Texas 78664-5299, (the "City") and Analytica (the "Consultant"), with offices
located at Post Office Box 998, Newberry, Florida 32669.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than one (1) year from the effective date of this
Agreement.
City reserves the right to review the Agreement at any time, including at the end of any
deliverable or phase or task, and may elect to terminate the Agreement with or without cause or
may elect to continue.
1.02 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a total sum not to exceed Fifty Thousand and No/100 Dollars
($50,000.00), in payment for services and the Scope of Services deliverables as delineated in
Exhibit "A" and herein in Section 1.03. This amount does not include expenses which otherwise
are reimbursable under this Agreement as delineated in Section 1.04.
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1.03 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its Scope of Services for the
assignments delineated herein, and such Scope of Services is recited in Exhibit "A" attached
hereto and incorporated herein by reference for all purposes. This Agreement shall evidence the
entire understanding and agreement between the parties and shall supersede any prior proposals,
correspondence or discussions. Consultant shall satisfactorily provide all services and
deliverables described under the referenced Scope of Services within the contract term specified
in Section 1.01. Consultant's undertakings shall be limited to performing services for the City
and/or advising the City concerning those matters on which Consultant has been specifically
engaged. Consultant shall perform its services in accordance with this Agreement and in
accordance with the referenced Scope of Services. Consultant shall perform its services in a
professional and workmanlike manner.
Consultant shall not undertake work that is beyond the Scope of Services set forth in
Exhibit "A" and in this Section 1.03. However, either party may make written requests for
changes to the Scope of Services. To be effective, a change to the Scope of Services must be
negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental
Agreement as described in Section 1.05 hereof.
1.04 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES
Payment for Services: In consideration for the consulting services to be performed by
Consultant, the City agrees to pay Consultant the following "Payment for Services:"
Fees for the listed deliverables in the total amount of Fifty Thousand and No/100 Dollars
($50,000.00) shall be paid by the City in the following manner:
Month 1 $ 4,166.67
Month 2 $ 4,166.67
Month 3 $ 4,166.67
Month 4 $ 4,166.67
Month 5 $ 4,166.67
Month 6 $ 4,166.67
Month 7 $ 4,166.67
Month 8 $ 4,166.67
Month 9 $ 4,166.67
Month 10 $ 4,166.67
Month 11 $ 4,166.67
Month 12 $ 4,166.67
TOTAL $50,000.00
Payment for Reimbursable Expenses: Reimbursable travel expenses authorized in
advance by the City shall be paid to Consultant at actual cost, upon Consultant properly
invoicing for same and providing documentation for same.
2
Not -to -Exceed Total Payment for Services: Unless subsequently changed by
Supplemental Agreement, Consultant's total compensation for consulting services hereunder
shall not exceed Fifty Thousand and No/100 Dollars ($50,000.00). This amount represents the
absolute limit of the City's liability to Consultant hereunder unless same shall be changed by
Supplemental Agreement, and the City shall pay, strictly within the not -to -exceed sum recited
herein, Consultant's professional fees for work done on behalf of the City.
Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon project
claims, whether paid by the City or denied.
1.05 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
1.06 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive monthly payment for satisfactory delivery of deliverables,
Consultant shall prepare and submit detailed progress invoices to the City, in accordance with
the delineation contained herein, for services rendered. Such invoices for professional services
shall track the referenced Scope of Services, and shall detail the services performed, along with
documentation for each service performed. Payment to Consultant shall be made on the basis of
the invoices submitted by Consultant and approved by the City. Such invoices shall conform to
the schedule of services and costs in connection therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.10 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
3
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
1.07 REQUIRED DRAFT REPORTS AND FINAL REPORT
Consultant agrees to provide the City with draft reports and a detailed final written report,
together with all information gathered and materials developed during the course of the project.
Additionally, Consultant agrees to provide any necessary oral presentations of such written
reports, at the City's designation and at no additional cost to the City.
Consultant agrees to provide the City with ten (10) additional bound copies of the final
written report, with one (1) additional unbound copy being delivered which is suitable for
making additional copies at the sole election of the City. All copies of the written final report
will be on 8-1/2" x 11" or 8-1/2" x 17" paper, will be primarily in black and white, will be spiral
bound, and will contain color pages, images, photos, and diagrams as necessary. Consultant
shall also deliver two (2) reproducible CDs to the City, all at no additional cost to the City.
1.08 LIMITATION TO SCOPE OF WORK
Consultant and the City agree that the Scope of Services to be performed is enumerated
in Exhibit "A" and in Section 1.03 herein, and may not be changed without the express written
agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that
the City retains absolute discretion and authority for all funding decisions, such to be based
solely on criteria accepted by the City which may be influenced by but not be dependent on
Consultant's work.
1.09 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a conunitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may effect
such termination by giving Consultant a written notice of termination at the end of its then -
current fiscal year.
1.10 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
(a) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
4
(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the
service performed that causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
1.11 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City may terminate this
Agreement for the convenience of the City, upon fifteen (15) days' written notice to Consultant,
with the understanding that immediately upon receipt of said notice all work being performed
under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily
completed and shall be compensated in accordance with the terms hereof for work accomplished
prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or
anticipated profits for work terminated under this Agreement. Unless otherwise specified in this
Agreement, all data, information, and work product related to this project shall become the
property of the City upon termination of this Agreement, and shall be promptly delivered to the
City in a reasonably organized form without restriction on future use, subject to the conditions
set forth in the Standard Proposal Addendum. Should the City subsequently contract with a new
consultant for continuation of service on the project, Consultant shall cooperate in providing
information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
City and the terminated party to fulfill contractual obligations. Termination under this section
shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fi►lfill contractual obligations.
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Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
1.12 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(3)
(5)
Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
(7)
1.13 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
1.14 CITY'S RESPONSIBILITIES
Full information: The City shall provide full information regarding project
requirements. The City shall have the responsibility of providing Consultant with such
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documentation and information as is reasonably required to enable Consultant to provide the
services called for. The City shall require its employees and any third parties who are otherwise
assisting, advising or representing the City to cooperate on a timely basis with Consultant in the
provision of its services. Consultant may rely upon written information provided by the City and
its employees and agents as accurate and complete. Consultant may rely upon any written
directives provided by the City or its designated representative concerning provision of services
as accurate and complete.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. The City shall furnish information
which includes but is not limited to pertinent correspondence with other local municipal and
planning officials, previous market analyses or feasibility studies, and other pertinent
information. Consultant agrees, within ten (10) days of the effective date of this Agreement, to
provide the City with a comprehensive and detailed information request list.
1.15 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
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without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by Iaw, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein
shall preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than the Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to
Consultant. The City shall have a non-exclusive, non -transferable license to use Consultant's
Confidential Information for the City's own internal use and only for the purposes for which they
are delivered to the extent that they form part of the Deliverables.
1.16 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction
at no additional charge, or (b) if such deficient services cannot be cured within the cure period
set forth herein in Section 1.11, then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
In no event shall Consultant be liable to the City, by reason of any act or omission
relating to the services provided under this Agreement (including the negligence of Consultant),
whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit,
punitive, special or similar damages relating to or arising from the services, or (b) in any event,
in the aggregate, for any amount in excess of the total professional fees paid by the City to
Consultant under this Agreement, except to the extent determined to have resulted from
Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service
provided hereunder.
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1.17 INDEMNIFICATION
Consultant and the City each agree to indemnify, defend and hold harmless the other
from and against amounts payable under any judgment, verdict, court order or settlement for
death or bodily injury or the damage to or Loss or destruction of any real or tangible property to
the extent arising out of the indemnitor's negligence in the performance of this Agreement.
Consultant agrees to indemnify, defend and hold harmless the City from and against any
and all amounts payable under any judgment, verdict, court order or settlement for Third Party
claims of infringement of any trade secrets, copyrights, trademarks or trade names alleged to
have occurred and arising from the deliverables provided by Consultant to the City in connection
with the performance of this Agreement. Should the City's use of such deliverables be
determined to have infringed, Consultant may, at its option: (i) procure for the City the right to
continue using such deliverables provided or (ii) replace or modify them to make their use non -
infringing while yielding substantially equivalent results. If neither of the above options is or
would be available on a basis that is commercially reasonable, then Consultant may terminate
this Agreement, the City shall return such deliverables provided, and Consultant will refund to
the City the fees paid for the deliverables provided. This infringement indemnity does not cover
claims arising from the combination of such deliverables with products or services not provided
by Consultant; the modification of such deliverables by any person other than Consultant;
deliverables complying with or based upon (1) designs provided by or at the direction of the City
or (2) specifications or other information provided by or at the direction of the City; or use of
systems, materials or work performed in a manner not permitted hereunder or by another
obligation of the City to Consultant.
The indemnities in this section are contingent upon: (1) the indemnified party promptly
notifying the indemnifying party in writing of any claim which gives rise to a claim for
indemnification hereunder; (2) the indemnifying party being allowed to participate in the defense
and settlement of such claim; and (3) the indemnified party cooperating with all reasonable
requests of the indemnifying party (at the indemnifying party's expense) in defending or settling
a claim. The indemnified party shall have the right, at its option and expense, to participate in
the defense of any suit or proceeding through counsel.
1.18 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
1.19 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
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(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3)
Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
1.20 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the
term of this Agreement professional liability insurance coverage in the minimum amount of One
Million Dollars from a company authorized to do insurance business in Texas and otherwise
acceptable to the City.
Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Consultant, Consultant shall require each subconsultant performing work under this Agreement
to maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in the immediately preceding paragraph, including the
required provisions and additional policy conditions as shown below. As an alternative,
Consultant may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Consultant's certificate of insurance shall note in such
event that the subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant
in order to assure compliance with the insurance requirements. Consultant must retain the
certificates of insurance for the duration of this Agreement, and shall have the responsibility of
enforcing these insurance requirements among its subconsultants. The City shall be entitled,
upon request and without expense, to receive copies of these certificates of insurance.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
non -renewal or any material change in coverage, a notice thereof shall be given to
City by mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify City, within ten (10) days of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives
from its insurer.
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(2) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the
sole responsibility and risk of Consultant.
Terms "the City" or "the City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees
and designated agents in their official capacities, or while acting on behalf of the
City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any future coverage, or to City's Self -Insured Retentions
of whatever nature.
(3)
(5)
Consultant and City mutually waive subrogation rights each may have against the
other for loss or damage, to the extent same is covered by the proceeds of insurance.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Consultant shall be borne solely by Consultant, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City.
1.21 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall use best efforts to
comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies. Consultant shall fu ther obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to the City at the expiration of the term of this Agreement.
1.22 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
1.23 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
James Nuse, P.E.
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
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Dr. Herbert A. Marlowe, Jr., Principal
Analytica
Post Office Box 998
Newberry, Florida 32669
1.24 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
When delivered personally to recipient's address as stated herein; or
Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Dr. Herbert A. Marlowe, Jr., Principal
Analytica
Post Office Box 998
Newberry, FL 32669
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
1.25 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
1.26 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
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agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
1.27 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
the City shall select one mediator and Consultant shall select one mediator and those two
mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees,
associated with the mediation shall be shared equally by the parties.
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
1.28 FORCE MAJEURE
Notwithstanding any other provisions hereof to the contrary, no failure, delay or default
in performance of any obligation hereunder shall constitute an event of default or breach of this
Agreement, only to the extent that such failure to perform, delay or default arises out of causes
beyond control and without the fault or negligence of the party otherwise chargeable with failure,
delay or default; including but not limited to acts of God, acts of public enemy, civil war,
insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other
casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to the City if its failure
to perform or its substantial delay in performance is due to the City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
1.29 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall pe deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
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1.30 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
1.31 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such
right or power or be construed to be a waiver. A waiver by either party of any of the covenants
to be performed by the other or any breach thereof shalt not be construed to be a waiver of any
succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in
writing and signed by an authorized representative of the party against whom such waiver or
discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered one original. The City agrees to provide Consultant with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Roun
By:
Title:
Date Signed:
xas
AnaIytica
By:
Printed Name: Ij 1A
Title: Fi . �. r� ,
Date Signed: 4 j Q { ,moi
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Attest:
Sara L. White, City Secretary
For i , Approved a to Form:
Sheets, City Attorney
Scope of Services — Phase 2 of Strategic Planning
Sustained High Performance: Execution through systems
The City of Round Rock has taken several steps toward building the high performance organization. It
has developed the intellectual platform to understand the concepts and principles of high performance
through a variety of training investments. It has articulated values and formed an organizational culture
that is consistent with and supportive of high performance. It has developed a community vision and
organizational focus via the strategic plan. These actions comprise the fundamental building blocks for a
high performance organization.
The next step is to build those systems which allow the City of Round Rock to execute those principles,
values and vision/focus and sustain that execution (across time, personnel changes, governing body
changes , community changes of expectation or demand and environmental changes) at a high level of
performance. This proposed scope of services focuses on developing six systems
• Strategy execution
• Key process management
• Organizational performance management
• Aligned individual performance
• Integrated strategy, process and operational management
• Integrated budgeting for strategy, process and operational performance
These systems are premised on the proposition that the failure to sustain high performance emerges
from four more fundamental failures. By developing systems to prevent these failures, as well as
maintaining the values and culture which expect high performance, sustained high performance can be
achieved. These failures are:
• Failure to anticipate. This is the failure to see a problem emerging in time to formulate an
adequate response;
• Failure to accurately define. In this case the problem is recognized, but mis-understood to the
point where responses are ineffective;
• Failure to act. This is the situation where even though the problem is understood (by at least
part of the organization), action cannot be mobilized either because others don't' recognize the
problem, there is no shared understanding of the problem or there are counter -veiling forces
which make it difficult to act;
• Ineffective action. In this case the attempted solution fails or only partially succeeds. This may
be due to an inadequate definition, a less -than -full commitment on the part of some of the
actors, a solution not sufficiently complex to address the full complexities of the problem or
external events which changed the problem in some way and made the solution less viable.
Each of the proposed systems is designed to address one or more of the fundamental failures.
1i>
The Strategy Execution System: Development of action plans for Strategic
Plan Goals
Fundamental failure this system is designed to prevent: Failure to act
This system consists of four primary components:
• A process by which action plans for strategic goals are formulated based on the strategic and
business plans;
• A process for review and adoption of action plans which builds broad understanding and
commitment by the leadership team;
• A process for managing the action plans;
• A process for adapting and re -prioritizing work within the action plans.
Action plans will all follow a general format which will address the following topics:
• Goal statement
• Objectives from the business plan
o Review and editing as needed
• The deliverables needed to achieve the goal and produce the objectives
o Documentation of any best or proven practices (if relevant)
• Listing of internal units as well as any external bodies needed to produce the deliverables
• Identification of key processes involved in producing the deliverables
• Mapping of those processes if they have not already been mapped by Plante -Moran or
elsewhere
• Mapping any key inter -dependencies with other strategic plan goals or other City projects that:
o Will impact the production of these deliverables
o Will impact the ability of other teams to produce their deliverables
o (This step will be particularly important if software such as "The Brain" is used to
manage the Strategic Plan)
• Performance metrics that can be used to manage the action plan as to:
o Meeting the time frame of the plan
o Meeting the quality standard for the deliverables
o Meeting the quantity standard for the deliverables (if applicable)
o Meeting any sustainability standard (if relevant)
o Document status or impact on key inter -dependencies (if any)
• Listing of work tasks and linkages (using project management or other software if appropriate)
• Development of project time frame
• Task assignments to individuals or teams
• Identification of needed resources
o Existing that need to be made available
o New that need to be budgeted
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In the upcoming Department Head workshop Strategic Plan Goals will be sorted into three categories —
those clearly belonging to a single department and that can be managed by that department with
minimal coordination, those clearly that are cross -departmental in nature and will require significant
cross -departmental and/or city/external groups coordination, and those that do not fit readily into
either of the two above categories and will require some different approach.
This service proposes to facilitate the development of action plans for either of the latter two types of
goals, beginning with the highest priority goals set by the Council, then moving to the "near priority
goals" (those where 3 of 7 Council members endorsed as a priority) , and then finishing with any
remaining goals that the City wishes to begin action on within the next two years.
Once action plans are developed, they will be submitted, via an internal review process to be developed
as part of this service, to the Department Heads as a body for review and recommendation to the
Manager for approval.
Consultant activities will include:
1. Provide training on the action plan format;
2. Facilitate the approximate four 2-3 hour work sessions per goal needed to develop the action
plan for type 2 and 3 strategic goals (session 1: goal — objective — deliverables -internal/external
units -key processes; session 2: mapping, interdependencies, performance metrics; session 3:
performance metrics, work tasks list; Session 3: work tasks lists, linkages; Session 4: time line,
task assignments, resource analysis, overall review;
3. Document the product of the four work sessions per goal and prepare the action plan for review
and adoption;
4. Assist in conceptualization and design of review process;
5. Facilitation of review process by City Executives (Department Heads and higher);
6. Consultation to departments as needed for those goals under the purview of a single
department;
7. Design of key features of mechanism to manage and monitor the action plans including:
o Review of appropriate software if needed
o Development of initial "Brain" map if that software is selected
o Loading or guidance in loading data into another software tool if selected;
8. Design of update system.
3IPage
The key process management system
Fundamental failure this system is designed to prevent: Ineffective action
This system consists of the following components:
• Determination of key processes required for achievement of on-going high performance status
and strategic plan execution (as identified in the Department Head workshop, by Plante -Moran,
during Action Planning or other sources);
• Maps of those key processes (building if and as needed on the work of Plante -Moran);
• Mechanism to establish process performance standards (time, error rates, professional
benchmarks)
• Development of indicators to assess process performance (quality and quantity);
• Identification of process owner;
• Methodology for costing processes;
• Mechanism for coordination and oversight of process owners;
• Mechanism to report on status of processes, resolve issues or problems and provide direction to
process owners
Consultant activities will include:
1. Determination of key processes in high performance workshop (to be completed in March 2009)
2. Review of status of process maps and conduct of mapping sessions if needed (for any processes
identified as key that have not already been mapped);
3. Workshops to develop process performance standards for key processes. These would be a
series of workshops between the team mapping and proposing standards and Department
Heads in a later session that would agree that the proposed standards would meet their needs;
4. Development of costing methodology. This would be done using one or two key processes as
"pilots" to determine the best mix of validity and time efficiency that will result in reliable
process costing. Alternatives range from observed time on task to self-report monitoring to
initial estimation followed by sampling. Once the methodology is accepted, process owners
would be responsible for costing their process;
5. Development of role, responsibility and expectations statements for process owners;
6. Development of system to coordinate process owners and provide feedback to them on their
performance;
7. Development of system for managerial oversight by City executives (Department Head and
above) involving review of process performance indicators, modification of standards where
needed and endorsement of process modifications as needed
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Development of Analytics system
Fundamental failure this system is designed to prevent: Failure to anticipate, Failure to adequately
define
This system will consist of the following components:
• Strategic goal metrics as developed in the action plan
• Key process measures as developed in the key process management system
• Critical operational performance measures as identified during the final site visit of the current
contract
• Customer service data
• Fiscal performance data
• Community trend data (including appropriate macro -data with localized interpretation)
• Professional field data
Consultant services include:
1. Development of master list of metrics and analytics;
2. Comparison to metrics in use by 1CMA, etc;
3. Review of metrics that would meet Baldrige standards
4. Review with City executives those they wish to review as a team (as opposed to metrics that
each department head will use with their department). This could include any summative
indexes. The intent of this is to select those metrics that would be valued by the Executives as
useful for collaborative decision making;
5. Development of metrics or summative metrics in the form of indexes that the Council may wish
to review (this would involve development of draft system, discussion with Council and Council
adoption);
6. Review of potential software systems that can be used to automate analytics;
7. Development of final reporting and review process.
SiPage
The individual performance alignment system: Revisions of performance
appraisal system to reflect strategic plan line of sight
Fundamental failure this system is designed to prevent: Ineffective action
The system will consist of the following components:
• Mechanism for identifying employee contributions to strategic goals, key process improvements
and/or repeated unit functions
• Mechanism for identifying those services experiences the employee is expected to contribute;
• Mechanism to identify those practices the employee is expected to engage in based on the
organization's values;
• Mechanism for the employee to establish their own goals and objectives;
• Mechanisms through which the employee receives feedback;
• Mechanisms for self-assessment.
Consultant services will include:
1. In concert with HR director, review of best practices and best practices workshop on individual
performance appraisal to include both individual and team based performance approaches;
2. Analysis of how to integrate the service experience concept into performance appraisal;
3. In concert with HR director, preparation of City Executives workshop that will address the major
options for an alternative individual performance appraisal system, including options for linking
pay for performance and arguments against such a step. Options as a minimum will include 360
degree systems, individual self -assessments against a formulated work plan, standard deviation
approaches;
4. Based on the above workshop and any needed subsequent discussion, formulate in concert with
the HR director a draft approach. With respect to this draft approach review availability of
existing or customizable software that would automate the draft approach. Develop model
forms for the approach;
5. In concert with the HR director present the draft approach to the City Executives and if needed
to the Council;
6. In concert with the HR director develop a plan for implementation of the approved approach,
including staff training and any needed policy or procedural modifications;
7. In concert with the HR director present the plan for formal adoption.
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Integrated strategy, process and operational management system
Fundamental failure this system is designed to prevent: All four
The intent of this system is to develop both a model and the practical tools through which strategy,
process and operations can be managed at the executive level in a collaborative manner. This system is
intended to provide:
1. The "space" (in terms of thinking time) that enables anticipatory problem solving and accurate
problem definition;
2. The discussion and deliberation needed to develop consensus and ownership of proposed
solutions including critiques so that better solutions can be built;
3. The analysis of metrics so that data -based performance assessment and decision making can be
practiced;
4. The opportunity to evaluate strategies in terms of their effectiveness and develop modifications
where needed;
5. The opportunity to examine organizational issues from a processes perspective and contribute
direction as to process improvements;
6. The opportunity to examine operational issues from process and system perspectives, from a
strategic direction perspective and a values and culture perspective;
7. A mechanism by which differing perspectives are legitimated and questions of value can be
raised.
Consultant services will include:
• Further development and refinement of organizational structure;
• Facilitation of department head collaborative thinking in relevant areas:
o Anticipatory problem solving
o Problem definition
o Consensus for action
o Solution monitoring and adaptation;
• Development of organizational processes that foster problem anticipation and definition;
• Development of solution review and adaptation processes including:
o Review and update of strategic and business plan status and modification, including
Council involvement
• Development of processes for managing status and progress of strategic, process and
operational tasks, benchmarks and performance measures including:
o Review of any available software;
o Assistance in adaptation of selected or customized software;
o Pilot testing and revisions of system;
o Assistance in data -loading or database development;
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o Design of training program;
o Consensus development and ownership by Executives.
Integrated budgeting and financial planning system for strategy, process and
operational performance
Fundamental failure this system is designed to prevent: Ineffective action (due to inadequate resources)
This system is intended to ensure that appropriate and adequate financial resources are allocated to the
operational requirements, key process and strategic goals and that the priorities and focus of the City
are reflected in the resource allocation process. It is also intended to offer an alternative process for
resource prioritization that is driven more by the desired results than by departmental structures, i.e.
would public safety be better enhanced by an investment in adolescent recreation than a traditional law
enforcement investment?
Consultant services include:
1. Conceptual collaborative design of system with budget and financial staff including:
a. Best practice research
b. Development of costing methodology for processes
c. Methodology to integrate strategic business plan costs
d. Process to project future significant unusual costs identified via problem anticipation
activities
e. Process to anticipate significant financial risks to the City
f. Process to allocate resources based on desired results;
2. Development of pilot tests of:
a. Forms
b. Calculation methods
c. Anticipatory processes
d. Process for resource allocation based on desired results;
3. Modifications based on pilot test results
4. Development of timed implementation plan with:
a. Prioritized tasks
b. Time frames
c. Lead parties;
5. Facilitation of work sessions with city executives to:
a. Critique and improve;
b. Development agreement and support for modified implementation plan.
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