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CM-10-09-181ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. City Manager Approval Summary Sheet Consider execution of an Agreement for Personal Services for Human Resources Item Caption: Department Project Consulting Services with Modern Perspectives Consulting. Approval Date: September 10, 2010 Department: Human Resources Project Manager: Teresa Bledsoe Item Summary: This Agreement will provide project consulting services to the Human Resources Department in areas of polity revision and creation, HR Department Assessment, development of training materials, and other assigned duties. Goal 9.0 Ensure plans, policies and procedures are consistent with the vision, intent, Strategic Plan Relevance: and goals of the strategic plan. Payments on account of services rendered shall be made monthly upon Cost: presentation of Consultant's invoices. Not to exceed $15,000. Source of Funds: General Fund Professional Services — 5216 —100-24000 REV. 6/10/10 THIS AGREEMENT made as of the (In words, indicate day, month and ear) BETWEEN the City of Round Rock, Texas, identified as the Owner: (Name, address and other hrfornurrion.) City of Round Rock 221 East Main Street Round Rock, Williamson County, 'texas 78664 Agreement for Personal Services for Human Resources Department Project Consulting Services with Modern Perspectives Consulting ( t.') day of the month of and Modern Perspectives Consulting, identified as the Consultant: (Name, address and other information.) Kristie O'Hara Modern Perspectives Consulting 912 Blue Spring Circle Round Rock, Texas 78681 in the year Two Thousand Ten. For the following Project: (Include detailed description of Project) Personal services including providing project consulting services to the Human Resources Department in areas of policy revision and creation, HR Departtnent Assessment, development of training materials, and other assigned duties. Kristie O'Hara, by signature hereon, certifies that she is the only person who will be personally performing the required services. City and Consultant agree as follows: ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following Items by inserting the requested information or a statement such as 'nor applicable," "unknow, al time of execution" or "to be determined later by mutual agreement') 1.1,2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Identrh' or describe, ijappropriate, proposed use or goals.) Objectives include but are not limited to obtaining personal services from Consultant including project consulting services to the Human Resources Department in areas of policy revision and creation, HR Department Assessment, development of training materials, and other assigned duties. 1.1.2.2 The physical parameters are: (Idents or describe, (f appropriate, size, /oration, dimensions, or other pertinent h formation, such as geotechnical reports about the site.) The site of the Human Resources Department, City of Round Rock, Texas. 1.1.2.3 City's Program is; (Identify documentation or state the manner in which the program will be developed.) 1.1.2.4 The legal parameters are: (/dentih'pertinent legal lltformation, including, if appropriate, land surveys and legal descriptions and restrictions of the site.) 1.1.2.5 The financial parameters are as follows: Compensation to Consultant for Consultant's personal services is estimated as follows; 00199076/jkg CA_to-cfl -tgi Total Not -to -Exceed Fee 515,000,00 1.1.2.6 The time parameters are: (Mena) if appropriate, milestone dates, durations or fast track scheduling) Nine (9) months front Consultant's receipt of City's written Notice to Report. 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify' method such as competitive bid, negotiated contract, or construction management) Personal services herein are engaged by this negotiated Agreement. 1.1.2.8 Other parameters are: (Men* special characteristics or needs of the Project such as energy, environmental or historic preservation requirements) 1.1.3 PROJECT TEAM 1.1.3.1 Owner's Designated Representative is: (List name, address and other information) Teresa Bledsoe, Human Resources Director City of Round Rock 221 East Main Street Round Rock, Texas 78664 1.1.3.2 The persons or entity, in addition to Owner's Designated Representative, who is required to review Consultant's submittals to Owner are: (List name, address and other information) City Manager 221 East Main Street Round Rock, Texas 78664 1.1.3.3 Owner's other consultants and contractors are: (List discipline and if known, !dentify'them by name and address) 1.1.3.4 Consultant's Designated Representative is: (List name, address and other information) Kristie O'l lara Modern Perspectives Consulting 912 Blue Spring Circle Round Rock, Texas 78681 1.1.3.5 The consultants retained at Consultant's expense are: (List discipline and, ((known, ident 'thembynameazuladdress) None. This is a personal services agreement with Kristie O'Hara. 1,1.4 Other important initial information is: It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly authorized by City Council or City Manager action. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 Owner and Consultant shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships. 2 1.2.2 OWNER'S RESPONSIBILITIES 1.2.2.1 Unless otherwise provided under this Agreement, Owner shall provide full information in a timely manner regarding requirements for and limitations on the services required. Owner shall furnish to Consultant, within fifteen (15) days after receipt of a written request, information necessary and relevant for Consultant to evaluate, give notice of, or enforce rights. 1.2.2.2 Owner's Designated Representative identified in Section 1.1.3 shall be authorized to act on Owner's behalf with respect to the services required. Owner or Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Consultant in order to avoid unreasonable delay in the orderly and sequential progress of Consultant's services. 1.2.2.3 Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time to meet Owner's needs and interests. 1.2.3 CONSULTANT'S RESPONSIBILITIES 1.2.3.1 The services performed by Consultant shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in exhibits, in supplemental documents, and in related documents. 1.2.3,2 Consultant's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the services required. Consultant shall submit for Owner's approval a schedule for the performance of services which initially shall be consistent with the time periods established in this Agreement and which may be adjusted, if necessary and approved by Owner. Time limits established by this schedule approved by Owner shall not, except for reasonable cause, be exceeded by Consultant or Owner. 1.2.3.3 Consultant, as the Designated Representative identified in Section 1.1.3.4, shall be the only person authorized to act with respect to the services required. 1.2.3.4 Consultant shall maintain the confidentiality of information specifically designated as confidential by Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent Consultant from establishing a claim or defense in an adjudicatory proceeding. 1.2.3.5 Except with Owner's knowledge and consent, Consultant shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise Consultant's professional judgment with respect to this Project. 1.2.3.6 Consultant shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by Owner. Each party shall provide prompt written notice to the other if either becomes aware of any errors, omissions or inconsistencies in such services or information, ARTICLE 1.3 TERMS AND CONDITIONS 1.3.1 OWNERSHIP OF DOCUMENTS 1.3.1.1 Drawings, reports, specifications and other documents, including those in electronic form, prepared by Consultant are for use solely with respect to this Project. All Consultant's designs and work product under this Agreement , completed or partially completed, shall be the property of Owner to be used as Owner desires, without restriction on future use; by execution of this Agreement and in confirmation of the fee for services to be paid under this Agreement, Consultant hereby conveys, transfers and assigns to Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the work product developed under this Agreement. Copies may be retained by Consultant. 1.3.1.2 Upon execution of this Agreement, Consultant grants to Owner permission to reproduce Consultant's documents for its own purposes, provided that Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. If and upon the date Consultant is adjudged in default of this Agreement, Owner is permitted to authorize other similarly credentialed persons to reproduce and, where permitted by law, to make changes, corrections or additions to the documents. 1.3.2 CHANGE IN SERVICES I.3.2.1 Change in Services of Consultant may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing. It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council or City Manager action. 3 1.3.3 MEDIATION 1.3.3.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation. If such matter relates to or is the subject of a lien arising out of Consultant's services, Consultant may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation. 1.3.3.2 Owner and Consultant shall endeavor to resolve claims, disputes and other matters in question between them by mediation. Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 1.3.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the services are performed, unless another Location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 1.3.4 ARBITRATION 1.3.4.1 Owner and Consultant hereby expressly agree that no claims or disputes between Owner and Consultant arising out of or relating to this Agreement or a breach hereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-I4) or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Consultant consents to be joined in the arbitration proceeding if Consultant's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 1.3.5 CLAIMS FOR CONSEQUENTIAL DAMAGES 1.3.5.1 Consultant and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to alt consequential damages due to either party's termination in accordance with Section 1.3.8. 1.3.6 MISCELLANEOUS PROVISIONS 1.3.6.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Consultant. 1.3.6.6 Owner and Consultant, respectively, bind themselves, their successors, assigns and legal representatives to the other party to this Agreement and to the successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Consultant shall assign this Agreement without the written consent of the other. 1.3.6.7 Consultant shall comply with all applicable federal and state laws, the Charter and ordinances of the City of Round Rock, and with all applicable rules and regulations promulgated by all local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits and licenses required in the performance of the personal services contracted for herein. 1.3.6.8 Consultant will pay all taxes, if any, required by law arising by virtue of the personal services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. 1.3.6.9 Consultant covenants and represents that she 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 for the Project. 1.3.6.10 Consultant understands and agrees that time is of the essence and that any failure of Consultant to complete the services for each portion of this Agreement within the agreed schedule will constitute a material breach of this Agreement. 1.3.6.11 Neither Owner nor Consultant shall be deemed in violation of this Agreement if prevented from performing any obligations hereunder by reasons for which it or she are not responsible or circumstances beyond its or her control. However, notice of such impediment or delay in performance niust be timely given and all reasonable efforts undertaken to mitigate its effects. 1.3.7 TERMINATION OR SUSPENSION 1.3.7.1 If Owner fails to make paytnents to Consultant in substantial compliance with this Agreement, such failure may be considered substantial nonperformance and cause for suspension of performance of services under this Agreement. If Consultant elects to suspend services, prior to suspension of services, Consultant shalt give fifteen (15) days' written notice to Owner. In the event of a suspension of 4 services, Consultant shall have no liability to Owner for delay or damage caused Owner because of such suspension of services. Before resuming services, Consultant shall be paid all non -disputed sums due prior to suspension. Consultant's fees for the remaining services and the titne schedules shall be equitably adjusted. 1.3.7.2 In connection with the work outlined in this Agreement, it is agreed and fluty understood by Consultant that Owner may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of Owner, upon fifteen (15) days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Consultant shall invoice Owner for all work satisfactorily completed and shalt be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should Owner subsequently contract with another person for continuation of services on the Project, Consultant shad cooperate in providing information. 1.3.7.3 Nothing contained in Section 1.3.8.2 shall require Owner to pay for any work that is unsatisfactory as determined by Owner's representative or that is not submitted in compliance with the terms hereof. Owner shall not be required to make any payments to Consultant when Consultant is in default under this Agreement, nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Consultant is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. 1.3.8 PAYMENTS TO CONSULTANT 1.3.8.1 Payments on account of services rendered shall be made monthly upon presentation of Consultant's invoices. No deductions shall be made from Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments, or on account of the cost of Changes in the Work, other than those for which Consultant has been adjudged to be liable. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreetnent. This Agreement represents the entire and integrated agreement between Owner and Consultant and supersedes alt prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Consultant. 1.4.1.1 Other documents as follows: (List other documents, Ilan); forming part of the Agreement) Exhibit "A" entitled "Scope of Services" 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: ARTICLE 1.5 COMPENSATION 1.5.1 Por Consultant's services as described herein, compensation shall be computed as follows: In accordance with Section 1.1.2.5 herein. 1.5.2 If the services of Consultant are changed as described in Section 1.3.3.1, the compensation may be adjusted. Such adjustment shall be calculated in an equitable manner. (Insert basis of compensation, including rates and muhiples of Direct Personnel £rpense for Principals and employees, and iden* Principals and classy employees, if required. Identj/ specific services to which particular methods of compensation apply) 1.5.3 Payments are due and payable thirty (30) days from the date of Consultant's invoice, or not later than the time period required under the Texas Prompt Payment Act, whichever is later. Non -disputed amounts unpaid sixty (60) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of Consultant. (Insert rate of interest agreed upon) One percent (I %) per month (Usmry laws and requirements under the Federal Truth in Lending Acl, similar state and local consumer credit lams and other regulations al the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the vallduy of this provision. Speclfrc legal advice should be obtained with respect to deletions or mod{lcations, and also regarding requirements such as written disclosures or waivers) 5 ARTICLE L6 INDEMNIFICATION 1.6.1 Indemnification (Damage Claims). Consultant agrees to defend, indetnnify and hold City, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Consultant's breach of any of the terms or provisions of this Agreement, or by any negligent act or omission of Consultant in the performance of this Agreement; except that the indemnity provided for in this section shall not apply to any liability resulting from the sole negligence of City, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both Consultant and City, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without, however, waiving any governmental immunity available to City under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this section are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. ARTICLE 1.7 INSURANCE 1.7.1 Insurance. Consultant, at her sole cost, shall purchase and maintain during the term and entire duration of this Agreement minimum insurance coverages itt the types and amounts as directed by City's Finance Department. 1.7.2 Insurance Requirements. (1) All insurance shall be obtained by Consultant from a company authorized to do insurance business in Texas and otherwise acceptable to City. (2) Consultant shall not commence work at any sites under this Agreement until she has obtained all required insurance and until such insurance has been approved by City. Approval of the insurance by City shall not relieve or decrease the liability of Consultant hereunder. 1.7.3 Insurance Policy Endorsements. Each insurance policy hereunder shall include the following conditions by endorsement to the policy: (I) 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 certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Consultant shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from her insurer. (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) The Term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and/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 such 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 sante is covered by the proceeds of insurance, 1.7.3 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Consultant shalt be borne solely by Consultant, with certificates of insurance evidencing such minimum coverage in force to be filed with the City. IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor or City Manager, duly authorized to execute the same in its behalf, and by Kristie O'Hara, with both parties binding themselves, their successors and assigns and legal representatives for the faithful and fuli performance of the terms and provisions of this Agreement. 6 OWNER: CITY OF ROUND ROCK, TEXAS By: Title: Date Sign ATTEST: 'NAY/ Sara L.1 Secretary 3 FOR CITY, APPROVED AS TO FORM: I pi_ Stephan L. Sheets, City Attorney 7 PROVIDER OF PERSONAL SERVICES: MODERN PERSPECTIVES CONSULTING K stie O'Hara �l Title: in Ga nc.9 i 'Nei t: i ret �1tV" Date Signed: 8-33.10 en s:.f,..., ; r;r• n c d: €`$3s' e sciss- S ...f..z.; [ 1'a.`,e_.tE,t ?. ssaw .ax, a Y a i" t e' ; _i .ri �� .:w.�x.1+�:� nm�i�L�a Human Resources Project Assistance Scope of Services ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. Modern Perspectives Consulting August 3, 2010 EXHIBIT uAn Scope of Services August 2010 0 SCOPE OF SERVICES The proposed Scope of Services has been divided into three project phases. Phase 1 (August - September 2010): Human Resources and information Technology Policies The Consultant will review identified existing Human Resources and Information Technology policies to ensure legal compliance**, consistency, and to ensure each policy supports the goals and objectives of the City. The Consultant will spend approximately 30 minutes to review each identified policy for legal compliance and consistency with other applicable policies. For each policy that needs to be revised, the Consultant estimates 1 hour for editing. All policies that are edited will be red -lined for the Director's review. If a policy needs to be developed, the Consultant will spend approximately 3 hours on each policy. Estimated Hours: Depends on the Number of Policies Identified ** All Policies should be reviewed by the City Auorney prior to implementation. hp1MS and Balanced Score Card As requested by the Human Resources Generalist working on the hp IMS and Balanced Score Card projects, the Consultant may audit departments' submitted metrics for consistency, thoroughness, and applicability. The Consultant will also evaluate any overlap and inconsistencies across the departments' metrics. Additional assistance may be provided upon request. Estimated Hours: 40-60 hours Various Additional Projects On an as needed basis, Modern Perspectives Consulting may assist in other Human Resources projects as requested by the Human Resources Director. Estimated Hours: To I3e Determined Phase 11 (October - November 2010): hpIMS and Balanced Score Card As requested by the Human Resources Generalist working on the hp IMS and Balanced Score Card projects, the Consultant may audit departments' submitted metrics for consistency, thoroughness, and applicability. The Consultant will also evaluate any overlap and inconsistencies across the departments' metrics. Additional assistance may be provided upon request. Estimated Hours: 40-60 hours Highline Employee/Manager Self Service Training & Implementation While working with the Human Resources Generalist responsible for the training and implementation of the Highline Employee/Manager Self Service system, the Consultant may assist by testing the system as a user to identify bugs or issues, developing the training materials to be dispersed during implementation, and by evaluating the Human Resources Generalist training effectiveness. Additional or modified duties may be identified after discussing the project needs with the Human Resources Generalist. Estimated Hours: 40-60 hours Various Additional Projects On an as needed basis, Modern Perspectives Consulting may assist in other Human Resources projects as requested by the Human Resources Director. Estimated Hours: To Be Determined Phase Ili (December 2010): Human Resources Team Assessment The goal of the team assessment is to evaluate each member's path to success and to determine the steps necessary to bring the team to the next level. A multi -step approach will be used to conduct a Human Resources team assessment. In using this approach, the Human Resources assessment will provide full -circle analysis while allowing each team member a bit of anonymity in answering questions. This approach will also assist m validating the results by measuring consistency in answers provided as well as assist in identifying trends in the data. Below identifies the general steps to be used to complete the team assessment. Multi -Step Approach: Scope of Services August 2010 • Initial Kick-off: At a Human Resources staff meeting, the Director will introduce the team assessment and its intended goals. The Consultant will walk through the steps and the timing to be completed. The Consultant will also answer any questions and further support the goal of conducting the assessment. Estimated Hours: 2 hours Electronic Survey: The Consultant will create an electronic survey to be provided to the Human Resources team through a third party survey engine such as Survey Monkey. While the survey will be short, it will ask questions that compliment the next step in the process. The Consultant will also review and summarize the survey results. Estimated Hours: 12 hours Individual Staff Interviews: The Consultant will schedule 1-1.5 hour meetings with each Human Resources team member to conduct a personal interview and assessment. Each meeting will be scheduled at the convenience of the Human Resources team member within a specified and agreed upon week. Estimated Hours: 14 hours Collate Data and Develop an Initial Report: After the data gathering has been completed, the Consultant will collate the data, determine trends, and create an initial report identifying the results. This report will be distributed to the team members for review. Estimated Hours: 16 hours Final Report After the initial report has been finalized, the Consultant will meet with the Director to review the findings. Based on the results of the assessment, initial recommendations for moving forward will be provided to the Director. Estimated Hours: 4 hours Total Project Hours (estimate: 48 hours Various Additional Protects On an as needed basis, Modern Perspectives Consulting may assist in other Human Resources projects as requested by the Human Resources Director. Estimated Hours: To Be Determined Billable Hours and Payment While hour estimates were provided for each identified project, the Consultant will bill the City of Round Rock for the actual hours necessary to complete the stated project, which may he more or less than the estimated hours. The agreed upon rate for these projects is $65.00 per hour. The Consultant will bill the City on a monthly basis or as requested.