CM-06-04-067CITY OF ROUND ROCK
AGREEMENT FOR CONSULTING SERVICES
WITH THE UNITED WAY OF WILLIAMSON COUNTY
THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made by and
between the City of Round Rock, a Texas home -rule municipal corporation, whose offices are
located at 221 East Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as the
"City"), and the United Way of Williamson County whose offices are located at 101 East Old
Settlers Boulevard, Suite 160, Round Rock, Texas 78664 (hereinafter referred to as the
"Consultant").
RECITALS:
WHEREAS, City has determined that there is a need to provide for the health and welfare
of the City's citizens who are eligible for social services, and
WHEREAS, City has also determined that addressing these needs is a legitimate public
purpose under the Constitution and laws of the state of Texas, and
WHEREAS, City desires to contract for Consultant's assistance in identifying the
greatest health and welfare needs and in developing procedures for determining how City can
best address those needs by contracting with various existing social service, charitable, and non-
profit agencies which provide for such needs, 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 TERM
This Agreement 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 for one (1) twelve-month period.
1.02 PAYMENT
In consideration for the services to be performed by Consultant, City agrees to pay
Consultant a not -to -exceed total sum of Twenty -Six Thousand Dollars and No/100 ($26,000.00).
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1.03 TERMS OF PAYMENT
To receive payment, Consultant shall prepare and regularly submit a series of invoices
and reports documenting completion of significant process milestones. Upon City's satisfaction
with such documentation, City shall make the appropriate payments to Consultant. For services
covering City's fiscal year, payments shall be in the amount of $6,500.00 each, with such
payments being due December 31st, March 31st, June 30th, and September 30th of said fiscal
year.
1.04 OBJECTIVES AND SCOPE OF WORK
Consultant agrees to provide the following services during City's fiscal year:
1. Assist City in identifying the health and welfare needs of City's citizens and
developing procedures for determining funding priorities;
2. Assist in identifying social agencies whose purpose is to address those needs;
3. Assist in the development of general criteria to be met by social agencies
requesting funds to address those needs;
4. Assist in the development of an appropriate application form to be used by social
agencies requesting funds to address those needs;
5. Assist in the distribution of application forms to those agencies requesting forms;
6. Recruit and train community volunteers to review applications submitted by
social agencies and make recommendations to the United Way and City
representative team;
7. Oversee the United Way volunteer and City representative team's development of
funding recommendations for City Council consideration; and send notifications
to social service agencies regarding funding request status and recommendations;
8. Develop performance outcome data criteria, in consultation with City; and
9. Collect, monitor and report performance outcome data from social agencies.
a. Provide semi-annual listing of agencies that have reported performance
measurements;
b. Provide a comprehensive end -of -year report including:
i. Short synopsis of each agency funded by City,
ii. Performance measurement status and results,
iii. Date of on-site visit,
iv. Comments during on-site visit,
v. Discussion regarding compliments/concerns regarding funded
agencies, and provision of a short personal opinion regarding how
the organization is currently operating.
c. Provide reports/presentations for Council as requested by City staff.
1.05 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the scope of Consultant's work is limited to those items
listed in Section 1.04. Notwithstanding anything in this Agreement to the contrary, Consultant
and City further agree that City retains full and absolute discretion and authority for all funding
decisions, and all such decisions shall be based solely on criteria determined by City which may
be influenced by, but shall not be dependent on, Consultant's work.
1.06 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.
1.07 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
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.
1.08 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, not the 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.
1.09 WARRANTIES
Consultant warrants that all services performed under this Agreement shall be performed
consistent with generally prevailing professional or industry standards.
1.10 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.
1.11 ASSIGNMENT AND DELEGATION
No party may assign any rights or delegate any duties under this Agreement without the
other party's prior written approval.
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1.12 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.
1.13 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,
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:
United Way of Williamson County
Attention: Jennifer Edwards, Chief Professional Officer
101 East Old Settlers Boulevard, Suite 160
Round Rock, Texas 78664
Notice to City:
City of Round Rock
Attention: James R. Nuse, City Manager
221 East Main Street
Round Rock, Texas 78664
With a copy to:
Stephan L. Sheets
Sheets & Crossfield, P.C.
309 East Main Street
Round Rock, Texas 78664
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Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.14 APPLICABLE LAW
The laws of the State of Texas shall govern this Agreement. Venue shall lie in
Williamson County, Texas.
1.15 EXCLUSIVE AGREEMENT
This is the entire Agreement between Consultant and City.
1.16 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.
1.17 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
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:
s R. Nuse, P
Signed:
., City Manager
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ATTEST:
Christine Martinez, City Secretary
FOR CITY, APPROVED AS TO FORM:
Stepha L. Sheets, City Attorney
UNITED WAY OF WILLIAMSON COUNTY
By:
Jennifer dwar
Date Si ed:
Chief Professional Officer
�j �o�
DATE: April 3, 2006
SUBJECT: City Manager Approval
ITEM: Consider a resolution authorizing the City Manager to execute an
agreement with United Way of Greater Williamson County for assistance in
determining and addressing the health and welfare needs of the citizens of
Round Rock.
Department: Finance Department
Staff Person: Cindy Demers
Justification:
The assistance of the United Way enables the City to
better identify social service needs within the community.
The United Way collects social service requests and
provides recommendations regarding how City funds
should be allocated. The Untied Way also monitors the
performance of the agencies throughout the year.
Performance measurements for each agency have been
established, they work with agencies to ensure there
measures are achieved.
Funding:
Cost: $26,000
Source of funds: General Fund
Background Information: Each year the City of Round Rock works in
conjunction with the United Way of Greater
Williamson County to identify the social service
needs of the community.
Updated 3-10-05
Request for City Council/City Manager Action
101
For Admini
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City Council lo j City Manager /� /�Rj � [
Tag # CA ,4 't� 10 -' �r — ta____7
Original Documents Received:
etAti '1\-7/1"Af./gbA
Project Name:
Submit completed form for all City Manager and City Council approvals.
Department Name: Finance
Contact Person: Noelle Jones/Cheryl Delaney
Project
Manager/Resource: Cindy Demers
Project Coordinator: Cheryl Delaney
Assigned Attorney:
Council or City Manager Approval Date:
Blue Sheet Wording
ContractorNendor:
Funding Source:
Amount:
Account Number:
7 -Apr -06
United Way
General Fund
$26,000.00
5265-100-19000
Consider a resolution authorizing the City Manager to execute an agreement with United Way of Greater Williamson County for assistance in determining and addressing the health and
welfare needs of the citizens of Round Rock.
Finance Information
Is Funding Required? 10';1 Yes[D No
EJ
0
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Purchasing/Service Agreemern
Purchase Order
Initial Construction Contras
Construction Contract Amendmen #
Change Order
Change in Quantity
Unforeseen Circumstances
Initial Professional Services Agreemen
Supplemental Professional Svcs. A #
Item(s) to be purchased
Amount
JOther (Please clearly identify action on lines below
Finance Approval
EJFinance n/a L. Olsen Date 4/5/2006
EJFinance Date
EJPurchasing N/A HB Date
X❑Budget Cheryl Delaney Date 4/3/2006
4/5/2006
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Required for Submission of LL ,CityC nc'I andmCity Manager Items
Project Mgr. Signature: Daterj:
Dept. Director Signature.
City Attorney Signature*:
City Manager Signature:
Legal pproval is required for all items.
Date:
Date:
Date:
Updated 2/16/06