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R-04-04-22-14F1 - 4/22/2004RESOLUTION NO. R -04-04-22-14F1 WHEREAS, the City of Round Rock desires to retain consulting services to determine and address the health and welfare needs for the citizens of Round Rock, and WHEREAS, the Council hereby determines that addressing these needs is a legitimate public purpose under the Constitution and laws of the state of Texas, and WHEREAS, the United Way of Greater Williamson County has submitted an Agreement for Consulting Services ("Agreement") to provide the aforesaid services, and WHEREAS, the City Council desires to enter into said Agreement with the United Way of Greater Williamson County, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Consulting Services with the United Way of Greater Williamson County, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. @PFDesktop\:: ODMA/WORLDOX/O:/WDOX/RESOLUTI/R40422F1.WPD/sc RESOLVED this 22nd day of April., 2004. L , a�.r City of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secretary 2 CITY OF ROUND ROCK AGREEMENT FOR CONSULTING SERVICES WITH THE UNITED WAY OF GREATER 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 Greater Williamson County whose offices are located at 101 E. Old Settlers Blvd., Suite 160, Round Rock, Texas 78664 (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, the 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, the 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, the City desires to contract for Consultant's assistance in identifying the greatest health and welfare needs and in developing procedures for determining how the City can best address these 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 EFFECTIVE DATE, DURATION, AND TERM This Agreement shall be effective on January 1, 2004, 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 for nine months, and shall expire on September 30, 2004. EXHIBIT 2 "Af 1 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 Nineteen Thousand Five Hundred Dollars and No/100 ($19,500.00). 1.03 TERMS OF PAYMENT To receive payment, Consultant shall prepare and submit a series of invoices and reports of completion of significant process milestone in the amount of $6,500.00, the first payment being due March 31, 2004, and the others payable on June 30, 2004 and September 30, 2004. 1.04 OBJECTIVES AND SCOPE OF WORK Consultant agrees to provide the following services: 1. To assist the City in identifying the health and welfare needs of the City's citizens and developing procedures for determining funding priorities; 2. To assist in identifying the social agencies whose purpose is to address these needs; 3. To assist in the development of general criteria to be met by social agencies requesting funds to address these needs; 4. To assist in the development of an appropriate application form to be used by social agencies requesting funds to address these needs; 5. To assist in the distribution of application forms to those agencies requesting forms; 6. To recruit and . train community volunteers to review applications submitted by social agencies and make recommendations to the United Way and City representative team; 7. To oversee the United Way volunteer and City representative team's development of funding recommendations for Council consideration; 8. To develop performance outcome data criteria, in consultation with the City; and 9. To collect, monitor and report performance outcome data from social agencies. 2 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 paragraph 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 will be based solely on criteria accepted 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 the 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 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. 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. 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 parties' prior written approval. 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: 4 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. 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 Greater Williamson County ATTN: Debbie Hoffman, Executive Director 101 E. Old Settlers Blvd., Suite 160 Round Rock, Texas 78664 Notice to City: City of Round Rock ATTN: James R. Nuse, City Manager 221 E. Main Street Round Rock, Texas 78664 With Copy to: Stephan L. Sheets Sheets & Crossfield, P.C. 309 E. 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. 1.14 APPLICABLE LAW The laws of the State of Texas shall govern this Agreement. Venue shall lie in Williamson County, Texas. 5 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 ATTEST: By: Nyle Maxwell; Mayor Christine Martinez, City Secretary Date Signed: Date Signed: UNITED WAY OF GREATER WILLIAMSON COUNTY By: Debbie Hoffman, its Executive Director Date Signed: 6 DATE: April 16, 2004 SUBJECT: City Council Meeting - April 22, 2004 ITEM: 14.F.1. Consider a resolution authorizing the Mayor to execute an Agreement for consulting services with the United Way of Greater Williamson County for assistance in determining and addressing the health and welfare needs of the citizens of Round Rock. Department: Staff Person: Justification: Finance Cindy Demers, Finance Director David Kautz, Assistant City Manager The assistance of the United Way enables the City to better identify social service funding needs within the community. The United Way collects social service requests and provides recommendations regarding how City funds should be allocated. The United Way also monitors the performance of the agencies throughout the year. Once performance measures for each agency have been established, they work with the agencies to ensure these measures are achieved. Funding: Cost: $19,500 Source of funds: General Fund Outside Resources: N/A 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 within the community. Public Comment: Debbie Hoffman, presentation of monitoring results EXECUTED DOCUMENT FOLLOWS CITY OF ROUND ROCK AGREEMENT FOR CONSULTING SERVICES WITH THE UNITED WAY OF GREATER 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 Greater Williamson County whose offices are located at 101 E. Old Settlers Blvd., Suite 160, Round Rock, Texas 78664 (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, the 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, the 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, the City desires to contract for Consultant's assistance in identifying the greatest health and welfare needs and in developing procedures for determining how the City can best address these 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 EFFECTIVE DATE, DURATION, AND TERM This Agreement shall be effective on January 1, 2004, 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 for nine months, and shall expire on September 30, 2004. 1 eo4-oy ac2-Nci 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 Nineteen Thousand Five Hundred Dollars and No/100 ($19,500.00). 1.03 TERMS OF PAYMENT To receive payment, Consultant shall prepare and submit a series of invoices and reports of completion of significant process milestone in the amount of $6,500.00, the first payment being due March 31, 2004, and the others payable on June 30, 2004 and September 30, 2004. 1.04 OBJECTIVES AND SCOPE OF WORK Consultant agrees to provide the following services: 1. To assist the City in identifying the health and welfare needs of the City's citizens and developing procedures for determining funding priorities; 2. To assist in identifying the social agencies whose purpose is to address these needs; 3. To assist in the development of general criteria to be met by social agencies requesting funds to address these needs; 4. To assist in the development of an appropriate application form to be used by social agencies requesting funds to address these needs; 5. To assist in the distribution of application forms to those agencies requesting forms; 6. To recruit and . train community volunteers to review applications submitted by social agencies and make recommendations to the United Way and City representative team; 7. To oversee the United Way volunteer and City representative team's development of funding recommendations for Council consideration; 8. To develop performance outcome data criteria, in consultation with the City; and 9. To collect, monitor and report performance outcome data from social agencies. 2 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 paragraph 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 will be based solely on criteria accepted 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 the 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 fiinge 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. 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. 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 parties' prior written approval. 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: 4 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. 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 Greater Williamson County ATTN: Debbie Hoffman, Executive Director 101 E. Old Settlers Blvd., Suite 160 Round Rock, Texas 78664 Notice to City: City of Round Rock ATTN: James R. Nuse, City Manager 221 E. Main Street Round Rock, Texas 78664 With Copy to: Stephan L. Sheets Sheets & Crossfield, P.C. 309 E. 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. 1.14 APPLICABLE LAW The laws of the State of Texas shall govern this Agreement. Venue shall lie in Williamson County, Texas. 5 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 ' OUND OC By: ATTEST: axwell; M. yor Christine Martinez, City Secreta Date Signed: 4 -aa -O4 Date Signed: 24-,,la-o UNITED WAY OF GREATER WILLIAMSON COUNTY Debbie Hoffman, s Executive Director Date Signed: 5- /7- o 6