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CM-05-07-146REG' 7005 Request for City Council/City Manager Action JUL 9 8 City Council d City Manager Submit fOflIbTALL.Ci Department Name: Contact Person: Project Manager/Resource: Project Coordinator: Assigned Attorney: Teresa S. Bledsoe Teresa Beldsoe Same as Above Same as Above JK Gayle Ccencli orgitYllanager Approver/Agenda Date: 7/ Blue Sheet Wording •C‘Ountulappr Project Name: Market Study For Administration Use ONLY Tag#: -cc 4tp Documents: Scan Date: Return to: Ric Bowden ConiractorA/endor. WatsonWyatt Worldwide Funding Source: General Fund/Utility Fund Amount Jot to exceed $25,000 Finance Information Is Funding Required? X Finance Approval EFinance OFinance 0Purchasing Budget 1 Yes EJ No Initial Construction Contract Construction Contract Amendment Change Order Change in Quantity Unforeseen Circumstances Initial Professional Services Agreement Supplemental Professional Svcs. Agr. Purchasing/Service Agreement Purchase Order Item(s) to be purchased: Amount $25,000 Other (Please clearly identify action on lines below) n/a L. Olsen Cheryl Delaney For SubMisSitasto ALL tits:CoUnCifand,Cilv Date Date Date Date 7/13/2005 7/11/2005 Project Mgr. Signature: - - City` Attorney Signature*: City Manager Signature: AL Director and Lege/Approval-Aprils required for ALL Date: Date:7 /..,c2 76.s Date: Date: regtieVng City'.41!nagPriCilY Celina 8MA:wet, Updated 6-9-05 BLUE SHEET FORMAT (Explanation of what is required in specific areas) DATE: Ally 27, 20051. SUBJECT: City Manager ITEM: This will be the fourth update of the City's compensation system by the firm of Watson Wyatt Worldwide. The City continues to be committed to Maintaining a Pay and Classification Plan that is internally equitable and externally competitive with business in our community, cities, and other competing markets. Department: Human Resources Staff Person: Teresa Bledsoe Justification: The City continues to be committed to maintaining a Pay and Classification Plan that is internally equitable and externally competitive with business in our community, cities, and other competing markets. Funding: Cost: Amount Not to exceed $25,000 Source of funds: General Fund Outside Resources: WatsonWyattWorldwide Background Information: This is the fourth major market study since 1997. The majority of the work was completed by a committer from various city department. The City continues to be committed to maintaining a Pay and Classification Plan that is internally equitable and externally competitive with business in our community, cities, and other competing markets. Public Comment: N/A Blue Sheet Format Updated 01/20/04 CITY OF ROUND ROCK AGREEMENT FOR CONSULTING SERVICES WITH WATSON WYATT & COMPANY THIS AGREEMENT is made and entered into on this the i day of the month of , 2005, by and between the City of Round Rock, a Texas home -rule m cipacorporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as the "City"), and Watson Wyatt & Company, whose offices are located at 2001 Ross Avenue, Suite 4200, Dallas, Texas 75201-2989 (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, relative to City's compensation system, City desires to contract for Consultant's assistance in conducting an update of the database of jobs last priced by Consultant in 2003; 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 every 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 no later than three (3) months from the effective date hereof. It is acknowledged by the parties hereto that Consultant has made a written representation to City that its time estimate for completion of the project is approximately four to six weeks. 1.02 PAYMENT In consideration for the professional services to be performed by Consultant, City agrees to pay Consultant a not -to -exceed sum of Twenty-two Thousand Dollars and No/100 ($22,000.00), plus a seven percent (7%) Technical and Administrative Services fee, plus expenses only as enumerated on Exhibit A attached hereto and made a part hereof for all purposes. 00089331/jkg 1 Cm -ns -©--/-/q0 1.03 TERMS OF PAYMENT To receive payment, Consultant shall prepare and submit a series of monthly invoices. Each invoice shall state and detail the deliverable(s) accomplished, along with documentation for each deliverable, and shall state the percent completion of the work accomplished during that particular billing period. 1.04 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Consultant will be made within thirty (30) days of the day City receives the performance and/or deliverables, or within thirty (30) days of the day the performance of services was complete, or within thirty (30) days of the day City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Consultant may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this Prompt Payment Act policy; however, this policy does not apply to payments made by City in the event: 1. there is a bona fide dispute between City and Consultant concerning the services performed that causes the payment to be late; or 2. the terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or 3. there is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier concerning the services performed which causes the payment to be late; or 4. the invoice is not mailed to City in strict accordance with instructions, if any, on any purchase order, or this Agreement or other such contractual agreement. 1.05 EXPENSES City shall reimburse Consultant at actual cost for expenses described in Exhibit A that are directly attributable to work performed under this Agreement. Consultant shall submit an itemized invoice of Consultant's expenses, with appropriate documentation attached. City shall endeavor to pay Consultant in accordance with the Prompt Payment Act policy described above. 1.06 OBJECTIVES, DELIVERABLES, AND SCOPE OF WORK The parties agree that Consultant has relied on City's representation that sworn police and fire positions are excluded from this market update, and that City has approximately thirty (30) new positions for Consultant to market price. 2 Scope of Services Consultant shall hold one six -hour meeting in Dallas to review market matches and match any new positions; Consultant shall update REWARD reports and job value matrix, and provide same to City in electronic format through email; Consultant shall review such reports and matrix with City in one one-hour conference call; Consultant shall provide a spreadsheet for costing to City, and City's Human Resources department shall conduct any actual costing if needed; City's Human Resources depaitnient shall review such reports internally and provide to Consultant any changes City deems necessary; Consultant shall make such changes; and Consultant shall provide final copies of market pricing worksheets, standard reports, and job value matrix to City in electronic format through email. Consultant and City agree that no formal final report will be produced. Technical and Administrative Services 7% Fee Total Estimate Fee Range for Professional Services $20,000.00 - $22,000.00 City reserves the right to review the project at any time, including at the end of any deliverable or phase, and may elect to terminate the project with or without cause or elect to continue with the next deliverable or phase. 1.07 NON -APPROPRIATION This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Consultant a written notice of termination at the end of its then current fiscal year. 1.08 TERMINATION City may terminate or suspend performance of this Agreement for City's convenience upon written notice to Consultant. Consultant shall terminate or suspend performance of the 3 Services on a schedule acceptable to City. If termination or suspension is for City's convenience, City shall pay Consultant for all uncontested services performed to date of notice of termination. This Agreement may be terminated by either City or Consultant upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The non-performing party shall have fifteen (15) calendar days from the date of the termination notice to cure or to submit a plan for cure acceptable to the other party. The non - defaulting party shall be entitled to receive just and equitable compensation for all services completed and all legal fees incurred by this action. 1.09 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, not City's employee. Consultant's employees or subcontractors are not City's employees. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts as agent for the other party. Consultant and 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 of this Agreement. 2. Consultant has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed. 3. Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. 4. Consultant or Consultant's employees or subcontractors shall perform the services required by this Agreement. City shall not hire, supervise, or pay any assistants to help Consultant. 5. Neither Consultant nor Consultant's employees or subcontractors shall receive any training from City in the skills necessary to perform the services required by this Agreement. 6. City shall not require Consultant or Consultant's employees or subcontractors to devote full time to performing the services required by this Agreement. 7. Neither Consultant nor Consultant's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City. 4 1.10 CONFIDENTIALITY Consultant shall take reasonable measures to preserve the confidentiality of any proprietary or confidential information that City provides to it in connection with this engagement, provided that no claim may be made for any failure to protect information that occurs more than two (2) years after the termination or expiration of this agreement. At the conclusion of the engagement, at City's request, Consultant shall return to City all materials, data and documents that City has provided to Consultant, except that Consultant may retain one (1) copy of these materials for its archival purposes, subject to Consultant's confidentiality obligations hereunder. All proprietary information, materials and software owned or created by Consultant and all work papers, computer runs, software, databases and drafts created during the course of this engagement will remain the property of Consultant, and be subject to Consultant's records retention policy. 1.11 INTELLECTUAL PROPERTY OWNERSHIP Consultant brings his procedures and processes to the scope of work addressed by this Agreement. Nothing herein shall limit Consultant's right to copyrights, patent rights, and other intellectual property rights held by Consultant and utilized in performing the services hereunder. All final documents and reports prepared by Consultant as part of the services shall become the exclusive property of City. 1.12 WARRANTIES Consultant warrants that all services performed under this Agreement shall be performed consistent with generally prevailing professional or industry standards. City must report any deficiencies in Consultant's services to Consultant in writing within 120 days of performance to receive warranty remedies. City's exclusive remedy for breach of the above warranty shall be the re -performance of Consultant's services or as otherwise provided for herein. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT. 1.13 LIMITED LIABILITY Consultant's total liability to City under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the compensation received by Consultant under this Agreement. In no event shall Consultant be liable for City's lost profits or special, incidental or consequential damages even if Consultant has been advised of the possibility of such damages. 5 1.14 INDEMNIFICATION Consultant agrees to hold harmless, defend, and indemnify City for and from all losses, damages, and claims arising as a result of actions by Consultant and its agents and subcontractors during its performance pursuant to this Agreement. Except to the extent that Consultant is obligated to indemnify City, City shall indemnify Consultant against any third party claim or liability not arising from negligent or wrongful performance by Consultant. 1.15 ASSIGNMENT AND DELEGATION No party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval. 1.16 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. City will not do the following: 1. Withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf; 2. Make state and/or federal unemployment compensation contributions on Consultant's behalf; or 3. Withhold state or federal income tax from Consultant's payments. 1.17 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 the recipient's address as stated in this Agreement. 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: Watson Wyatt & Company AND TO: 2001 Ross Avenue Suite 4200 Dallas, Texas 75201-2989 6 General Counsel Watson Wyatt & Company 1717 H Street, N.W. Washington D.C. 20006 Notice to City: City of Round Rock AND TO: Attention: City Manager 221 E. Main Street Round Rock, Texas 78664 City of Round Rock Attention: City Attorney 309 East Main Street Round Rock, Texas 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of City and Consultant. 1.18 APPLICABLE LAW The laws of the State of Texas shall govern this Agreement. Venue shall lie in Williamson County, Texas. 1.19 EXCLUSIVE AGREEMENT This is the entire Agreement between Consultant and City. 1.20 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, City and Consultant shall each select a mediator and the 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. 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. 1.21 AMERICANS WITH DISABILITIES ACT Consultant shall take the necessary actions to ensure its facilities and employment practices are in compliance with the requirements of the Americans with Disabilities Act. Any cost of such compliance will be the sole responsibility of Consultant. 1.22 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 of 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 7 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. IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the dates indicated. CITY OF ROUND ROCK, TEXAS By: Js R. Nuse, P.E.,1City Manager D. igned: 7- .a9-06 WATSON WYATT & COMPANY By: ATTEST: Christine R. Martinez, City Secretary Date Signed: 7-,2 9 -05 Sarah T. Hutchinson, CCP, SPHR, Senior Consultant Date Signed: 8 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. IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the dates indicated. CITY OF ROUND ROCK, TEXAS By: .14 R. Nuse, P.E., City Manager igned: %-a9-05 ATTEST: nut,h. Christine R. Martinez, City Secretary Date Signed: %-a (1-05 WATSON WYATT & COMPANY By: Sarah T. Hutchinso , CCP SPHR, Senior Consultant Date Signed: ``/i f y 8 Exhibit A Expenses City shall reimburse Consultant at actual cost for the following expenses that are directly attributable to authorized work performed under this Agreement: • Travel expenses other than nouiial commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at $0. cents per mile. All travel must be approved by City prior to Consultant incurring travel expenses. • Meals, not to exceed City's travel per diem. • Lodging. • Telephone, fax, online and telegraph charges. • Postage and courier services. • Printing and reproduction. • Computer services. 9 0,12/2005 09:31 FAX 5122187028 CORR PURCHASING t/Watson Wyatt Yorldwide April 27, 2005 Ms. Teresa Bledsoe Director of Human Resources City of Round Rock 221 E. Main Street Round Rock, TX 78664 Dear Teresa: Q001 \\ tsort Wyatt .c. 4uitr azn,, 2001 f2 opi .1 virtue 3i;cI 1 phont 2149". 47,0ii Fax f 4 530 1250 Subject: Engagement Letter for Market Update This letter agreement confirms the scope and terms of Watson Wyatt's engagement by City or Round Rock for a market update. Project Scope of Services Watson Wyatt (WW) will update approximately the database of jobs we last priced for you in 2003. We understand, however, that you will not require for us' to include sworn police and fire positions and that you will have up to 30 new jobs to market price. For the update this year, you have requested a stream -lined approach, as follows: • Six hour meeting in Dallas to review market matches and match any new positions • WW to update REWARD reports and job value matrix and provide to the City by email • WW to review reports and matrix with City in a one-hour conference call • WW to provide a spreadsheet for costing to the City, and City HR to conduct any actual costing, if needed • City HR to review reports internally and provide any changes to WW • WW to provide final copies of market pricing worksheets, standard reports, and job value matrix to City by email. No formal final report will be produced. Staffing, Timing and Fees Sarah Hutchinson will have overall responsibility for this project and will be supported by local analytical staff. We anticipate completing the project within four to six weeks from commencement. Professional fees for your project are estimated to be $20,000 to $22,000. 07(12/2005 09:31 FAX 5122187028 Ms. Teresa Bledsoe April 27, 2005 Page 2 CORR PURCHASING [21002 The estimated fees above are for professional services only_ In addition, Watson Wyatt charges separately for out-of-pocket expenses for travel, special mailings, data access charges. etc. Additionally, Watson Wyatt follows the standard practice for our industry and charges an additional Technical and Administrative Services fee of 7%. This charge helps to recover our ongoing investment in technical and administrative services (Le., computer systems, software, and hardware) that enable us to work more effectively and efficiently on our clients' behalf. Terms and Conditions of Engagement The services described above and any other services that Watson Wyatt provides to City of Round Rock will be provided subject to the Terms and Conditions of Engagement executed on March 11, 2003. If this letter accurately describes the terms of our engagement, please sign and return the enclosed copy to me. We will then provide you with a fully executed copy of this agreement. Watson Wyatt & Company appreciates the opportunity to be of service to City of Round Rock. If you have any questions now or during the course of our engagement, please contact me at (214) 530-4154. Sincerely, WATSON WYATT & COMPANY Sarah Hutchinson David Seitz Compensation Practice Leader Senior Consultant