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CM-2014-561 - 10/10/2014City of Round Rock ROUND ROCK reins Agenda Item Summary Agenda Number: Title: Consider accepting and authorizing a Professional Development Proposal from Variate for two professional development presentations to the City. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 10/10/2014 Dept Director: Laurie Hadley, Interim City Manager Cost: $3,000.00 Indexes: General Fund Attachments: Variate_Agreement.pdf Department: Administration Text of Legislative File CM -2614-661 C(yof Boum Rock Pogo 1 Fnnrea on 10i➢/01e CONTRACT APPROVAL FORM FOR CITY MANAGER ACTION Required for Submission of Specific City Manager Items Department Name: Administration Project Name: Professional Development Proposal Project MgrlResoume: Seddon Chambless City Manager Approval Approval ContractorlVendor. variate CMA Wording Consider accepting and authorizing a Professional Development Proposal from Variate for two professional development presentations to the City. i lEmployee EE Bowden — Date October 1, 2014 1�'VAR IATE Agreement for Professional Services Agreement for Coaching, Consulting and/or Training and Development Services, (hereinafter referred to as the "Agreement'). This Agreement is made on the 26 day of _September_, 2014 between _City of Round Rock_ and Variate, LLC (hereinafter referred to as the "Consultant'). 1.1 Recitals The Client desires to engage the services of the Consultant, as an independent contractor and not as an employee, to render services on the terms and conditions provided in this agreement. Considering the foregoing, the terms and conditions of our engagement are as follows: 1.2 Term This agreement is effective as of the _26 day of _September , 2014. It will continue in effect until completion of the 2 presentations, or until it has been terminated by either party by giving thirty (30) days written notice to the other party. 1.3 Services The services to be rendered by Variate to the Client consist of: Tuesday, October 2P from 1:30 — 3 p.m. "Teambuilding with Intention" Wednesday, October 29a° from 10 — 11:30 a.m. "Personality in the Workplace: The Good, The Bad, and The Ugly" 1.4 Fees and Billing The services outlined above will be provided for $1,500/presentation for a total of $3,000. Fees and expenses will be billed on a thirty (30) day billing cycle and forwarded to the Client. The Client acknowledges that it will pay said statements within thirty (30) days of receipt. If the Client requires additional services not included in this agreement, the fee for the services must be negotiated and paid separately. A fifteen (150/9) percent monthly service charge is payable on all overdue balances. The Client shall assume responsibility for all legal fees accrued in attempting to collect default payment(s). 1.5 Changes Page 1 of 0 M -Zo l-} - 5te I V VARIATE The Client shall be responsible for making any additional payments for changes requested by the Client to the original Agreement. Any changes will be documented and agreed to by both parties. 1.7 Cancellation In the event of cancellation of this Agreement, a cancellation fee of $1,000 for work completed shall be paid by the Client within thirty (30) days of receiving our final bill. 1.8 Ownership and Return of Intellectual Property Created From Agreement The Consultant retains ownership of all original work, whether preliminary or final, and the Client has the right to use said work within the guidelines of this Agreement when full payment has been rendered. 1.9 Modifications Modification of the Agreement must be written, except that the invoice may include, and the Client Shall pay, fees or expenses that were orally authorized in order to progress promptly with the work. 1.10 Limitation of Liability Client agrees that it shall not hold the Consultant or any of their agents or employees liable for any incidental or consequential damages beyond the amount of this Agreement, that arise from the Consultant's failure to perform any aspect of the Agreement in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Consultant or a third party. 1.11 Dispute Resolution In the unlikely event that a disagreement arises between us that cannot be resolved without outside assistance, Client and Consultant mutually agree to resolve any such disagreement in excess of $5,000 through binding arbitration. The arbitration shall be conducted by a sole arbitrator in Travis County, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitrator shall be a neutral and impartial lawyer with excellent professional credentials (i) who is or has been practicing law for at least twenty (20) yews, (ii) who has had training and experience as an arbitrator and is generally available to serve as an arbitrator, and (iii) who is a member of the AAA law Practice Dispute Resolution Panel or the AAA Commercial Arbitration Panel. If we cannot agree on the arbitrator, the arbitrator shall be appointed pursuant to the applicable AAA rules. When an arbitration decision is rendered in accordance with those rules, judgment on that decision may be entered in any court in Travis County, Texas, having jurisdiction over the parties and the arbitration decision. The party obtaining a favorable arbitration decision shall be entitled to an award of reasonable Firm's fees and expenses incurred in obtaining the arbitration decision and judicial enforcement thereof. THIS AGREEMENT TO ARBITRATE CONSTITUTES A KNOWING AND VOLUNTARY WAITER OFANYRIGHT TO TRIAL BYJURY Page 2 of 4 �;OVAR IATE ONANYDISPUTE ARISING BETWEEN CONSULTANT AND THE CLIENT OVER $5,000. 1.12 Integration. This Agreement represents the final and mutual understanding of the parties. It replaces and supersedes any prior agreements or understandings, whether written or oral. This Agreement may not be modified, amended, or replaced except by another signed written agreement. 1.13 Governing Law This agreement, and the rights and duties of the parties under it, are governed by the laws of the State of Texas. 1.14 Place Where Services Will Be Rendered. The Consultant will perform the services in the City of Round Rock. ht addition the consultant will perform services on the telephone, at the Client's specified location and at such other places as necessary to perform these services in accordance with this agreement. 1.15 Independent Contractor. Both the Client and the Consultant agree that the Consultant will act as an independent contractor in the performance of its duties under this agreement. 1.16 Confidential Information. The Consultant agrees that any information received by the Consultant during any furtherance of the Consultant's obligations in accordance with this agreement, which concerns the personal, financial or other affairs of the Client or its employees will be treated by the Consultant in full confidence and will not be revealed to any other persons, firms or organizations. 1.17 Legal Construction In the event that any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions, and the Agreement will be construed as if the invalid, illegal, or unenforceable provision had never been contained in it. 1.18 Acceptance of Terms The signature of both parties on the following page shall evidence acceptance of these terms. Page 3 of 4 `VARIATE Consented and Agreed to by: By Monica Scamardo, President—VARIATE Date _9/26/14_ Authorized Client Signature V f w`1' z "- Date ICIV4 Printed Name and Title Lq UV(�, l-Piy� �,Vl-tvv�Yl/I G. TF-- lryf�^ Page 4 of 4