CM-2014-410City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing a Professional Consulting Services Agreement with
Dr. Emily S. Sharvero for a research plan for events hosted by the City of
Round Rock in the summer of 2014.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 5/2/2014
Dept Director: Cheryl Delaney, Finance Director
Cost: $7,000.00
Indexes: Hotel Occupancy Tax Fund
Attachments: Consulting Agreement - Dr. Emily S. Sparvero (4-28-14)
(00297833xA08F8)
Department: Finance Department
Text of Legislative File CM -2014-410
This agreement will allow for an economic impact analysis for events hosted by the City of Round
Rock in the summer of 2014.
Staff recommends approval.
City of Round Rock Page 1 Printed on 5/2/2014
LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION
Required for Submission of ALL City Council and City Manager Items
Department Name: Finance
Project Mgr/Resource: Cheryl Delaney
Council Action:
ORDINANCE
Agenda Wording
Project Name: Research Plan for Summer 2014 Events
ContractorNendor: Dr. Emily S. Sparvero
n RESOLUTION
[ 1City Manager Approval
CMA Wording
Consider executing a Professional Consulting Services Agreement with Dr. Emily S. Sparvero for a research plan for events
hosted by the City of Round Rock in the summer of 2014.
Attorney Approval
Attorney
Notes/Comments
Date 4412 el ly
Subject to receipt of a signed copy by the Consultant.
O:\wdox\SCClnts\0117\1403\MISC100297827.XLS Updated 6/3/08
CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES WITH
DR. EMILY S. SPARVERO
THE STATE OF TEXAS
THE CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENTS
THIS AGREEMENT for professional consulting services related to a research plan for
events hosted by the City of Round Rock in the summer of 2014 (hereinafter referred to as 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 DR. EMILY S. SPARVERO, located at 1810 North 13th Street, Speakman
Hall 368, Philadelphia, PA 19122 (hereinafter the "Consultant").
RECITALS:
WHEREAS, City previously determined that there is a need for the delineated services;
and
WHEREAS, City desires to enter into an Agreement with Consultant for a research plan
for City events hosted in the summer of 2014 as set forth herein; 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 until the services are completed as set forth in the
document attached as Exhibit "A," hereinafter referred to as the "Scope of Services" and
incorporated herein.
City reserves the right to review the Agreement at any time, and may elect to terminate
the Agreement with or without cause pursuant to Section 1.10.
00297820/ss2
CM -2014-410
1.02 CONTRACT AMOUNT; AND SCOPE OF WORK DELINEATION
In consideration for the professional consulting services to be performed by Consultant
pursuant to the Scope of Services, City agrees to pay Consultant a sum not to exceed Seven
Thousand Dollars and no/1000 ($7,000.00) during the term of this Agreement for payment of
services as delineated in Exhibit "A."
Consultant shall perform its services in accordance with this Agreement and in
accordance with the referenced Scope of Work. Consultant shall satisfactorily provide all
services and deliverables described under the referenced Scope of Work within the contract term
specified in Section 1.01. Consultant's undertakings shall be limited to performing services for
City and/or advising City concerning those matters on which Consultant has been specifically
engaged. Consultant shall perform its services in a professional and workmanlike manner.
Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit
"A." However, either party may make written requests for changes to the Scope of Work. To be
effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details,
and must be embodied in a valid Supplemental Agreement as described in Section 1.04 hereof.
1.03 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES
Not -to -Exceed Total Payment for Services: Consultant's total compensation for
consulting services hereunder shall not exceed Seven Thousand Dollars and no/100.
($7,000.00). This amount represents the absolute limit of City's liability to Consultant hereunder
unless same shall be changed by Supplemental Agreement, and City shall pay, strictly within the
not -to -exceed sum recited herein, Consultant's professional fees for work done on behalf of City.
This amount includes all reimbursable expenses, including travel costs.
Payment for Reimbursable Expenses: There shall be no payments for reimbursable
expenses included in this Agreement.
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 City or denied.
1.04 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 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
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materials furnished unless and until there is full execution of any Supplemental Agreement, and
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.
1.05 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit a series of monthly
detailed invoices to City for services rendered. Each invoice for professional services shall detail
the service performed, along with documentation. All payments to Consultant shall be made on
the basis of the invoices submitted by Consultant and approved by City.
Should additional backup material be requested by City, Consultant shall comply
promptly. In this regard, should City determine it necessary, Consultant shall make all records
and books relating to this Agreement available to City for inspecting and auditing.
If City has any dispute with work performed, then then City shall notify Consultant
within thirty (30) days after receipt of invoice. In the event of any dispute regarding the work
performed, then and in that event Consultant shall either (a) satisfactorily re -perform the disputed
services or (b) provide City with an appropriate credit.
Payment of Invoices: 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, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.09 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 City or because of amounts which City has a right to withhold under this Agreement or state
law. 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.
Offsets: City may, at its own option, offset any amounts due and payable hereunder
against any debt (including taxes) lawfully due to City from Consultant, regardless of whether
the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of
whether or not the debt due to City has been reduced to judgment by a court.
1.06 REQUIRED REPORTS
Consultant agrees to provide City with any necessary detailed interim and final written
reports, together with all information gathered and materials developed during the course of the
project. Additionally, Consultant agrees to provide City with any necessary oral presentations or
such detailed interim and final written reports, at City's designation and at no additional cost to
City.
1.07 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the scope of services to be performed is enumerated in
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Exhibit "A," and may not be changed without the express written agreement of the parties.
Notwithstanding anything herein to the contrary, the parties agree that City retains absolute
discretion and authority for all funding decisions, such to be based solely on criteria accepted by
City which may be influenced by but not be dependent on Consultant's work.
1.08 NON -APPROPRIATION AND FISCAL FUNDING
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.
1.09 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date 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 City in the event:
(a)
(b)
There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
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 City from
making a timely payment with federal funds; or
(d) The invoice is not mailed to City in strict accordance with any instruction on
the purchase order relating to the payment.
1.10 TERMINATION
This Agreement may be terminated for any of the following conditions:
(1) By City for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, provided a written termination notice is given
to Consultant not less than thirty (30) days prior to termination.
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(2) By mutual agreement and consent of the parties, provided such agreement is in
writing.
(3)
By either party for failure by the other to perform the services set forth herein in a
satisfactory manner, provided such notice is given to the other party in writing.
(4) By either party for failure by the other party to fulfill its obligations herein.
(5)
By satisfactory completion of all services and obligations described herein.
Should City terminate this Agreement as herein provided, no fees other than fees due and
payable at the time of termination shall thereafter be paid to Consultant. City shall pay
Consultant for all uncontested services performed to date of notice of termination.
If City terminates this Agreement for default on the part of the Consultant, then 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 City, the cost to City of employing another
firm to complete the useable work, and other factors will affect the value to City of the work
performed at the time of default.
The termination of this Agreement and payment of an amount in settlement as set forth
above shall extinguish all rights, duties, and obligations of City and the Consultant to fulfill
contractual obligations. Termination under this section shall not relieve the terminated party of
any obligations or liabilities which occurred prior to cancellation.
1.11 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's
employees or subcontractors are not 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 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.
(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 its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant.
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(5)
Neither Consultant nor its employees or subcontractors shall receive training from
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.
(7)
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 City.
1.12 NON -SOLICITATION
All parties agree that they shall not directly or indirectly solicit for employment, employ,
or otherwise retain staff of the other during the term of this Agreement.
1.13 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by 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 hold all confidential information in the strictest confidence and
not make any use thereof other than for the performance of this Agreement. Notwithstanding the
foregoing, the parties recognize and understand that City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
Any and all materials created and developed by Consultant in connection with services
performed under this Agreement, including all trademark and copyright rights, shall be the sole
property of City at the expiration of this Agreement.
1.14 WARRANTIES
Consultant warrants that all services performed shall be performed consistent with
generally prevailing professional or industry standards, and be performed in a professional and
workmanlike manner. Consultant shall re -perform any work no in compliance with this
warranty.
1.15 INDEMNIFICATION
Consultant agrees to hold harmless, exempt, and indemnify City, its officers, agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type, or description, including but not limited to any and all expenses of
litigation, court costs, attorneys' fees and all other costs and fees incident to any work done as a
result hereof.
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To the extent allowable by law, City agrees to hold harmless, exempt, and indemnify
Consultant, its officers, agents, directors, servants, representatives and employees, from and
against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages,
fines, penalties, liabilities and claims of any character, type, or description, including but not
limited to any and all expenses of litigation, court costs, attorneys' fees and all other costs and
fees incident to any work done as a result hereof.
1.16 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.
1.17 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 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, City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
1.18 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 City at the expiration of the term of this Agreement.
1.19 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.
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1.20 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Cheryl Delaney, Finance Director
City of Round Rock
221 East Main Street
Round Rock, TX 78664
Consultant hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
1.21 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. Sparvero
1810 North 13th Street
Speakman Hall 368
Philadelphia, PA 19122
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 City and Consultant.
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1.22 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.
1.23 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
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.
1.24 DISPUTE RESOLUTION
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.
1.25 ATTORNEYS FEES
In the event that any lawsuit is brought by one party against any of the other parties in
connection with this Agreement, the prevailing party shall be entitled to seek to recover its
reasonable costs and reasonable attorney fees.
1.26 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 City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
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1.27 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.
1.28 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 City and according to generally accepted business
practices.
1.29 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. City agrees to provide Consultant with one fully executed original.
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By:
Printe
Title:
e_R
Date Signed:
For City, Attest:
By:
v 0*
Sara L. White, City Clerk
For City, A s proved as to Form:
By:
Stephan . Sheets, City Attorney
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Dr. Emily S. Sparvero
By:
Printed Name:
Title:
Date Signed:
SCOPE OF SERVICES
The following research proposal is presented to the Round Rock Convention and Visitors Bureau
(RRCVB) by Dr. Emily Sparvero. The purpose of this proposal is to present a research plan for
events hosted by Round Rock in the summer of 2014.
Research Process
Phase 1— Data Collection
Data will be collected from event spectators. Data collection will consist of on-site survey
administration at four of the following events: Super Series TX State Week 1 (June 6-8), 3v3 Live
Soccer (July 8-10), Nationals of America (June 27-29), and Adidas Crown of Texas (June 21-22).
Dr. Sparvero will develop the survey, with RRCVB responsible for final approval of the survey
instrument. Dr. Sparvero will provide and train the surveyors, who will be stationed at the events
listed above. The data from these on-site, intercept surveys will be entered into a database and
prepared for data analysis by Dr. Sparvero and her team. In addition to surveys administered on-
site, RRCVB will have the option to provide data on direct revenue (e.g., ticket sales, concessions)
generated by the events for inclusion in the analysis.
Phase 2 — Data Analysis
1. Economic Impact Analysis
Dr. Sparvero and her team will conduct a comprehensive analysis to estimate the total economic
impact of the events listed above. The economic impact is derived from the attraction of new
money to the local economy. This "new money" includes the money spent by visitors that can be
attributed to the event. When this new money is spent in Round Rock, economic impact is created
through new earnings, new jobs, and new tax revenues. In this project, three stages of impact will
be estimated: (1) direct impact, which consists of all spending by visitors in various sectors of the
economy; (2) indirect impact, which results from inter -industry transactions necessitated by direct
expenditures; and (3)induced impact, which measures the effects of changes in household income
attributable to direct expenditures. The economic impact of the event will use multipliers derived
from IMPLAN regional economic modeling software. These multipliers will be used to estimate the
sales impact, income impact, and employment impact for each of the three stages of impact listed
above.
Project Deliverables
Outcomes included in the final report will include:
• Complete demographic information and visitor profile
• Comprehensive economic impact assessment
Round Rock CVB will retain all rights to the data collected for this project and to the final report.
EXHIBIT "A"
Research Project Costs
The following are project related costs:
• On-site data collection — 200 man-hours (50 man hours per event)'
• Survey development and deployment — 15 hours
• Purchase of IMPLAN statistical software
• Data entry and analyses — 100+ hours
• Report generation and distribution — 15 hours
Total Project Cost: $70002
'Surveyors will be paid a rate of $10 per hour and will be paid directly by RRCVB
2 This includes $2000 paid to surveyors and $5000 in analysis, report production, and oversight provided by Dr.
Sparvero