Loading...
HomeMy WebLinkAboutRes 2012-11-04 Professional Services Agreement with The Management Connection for Strategic Planning Serv.CITY OF ANNA, TEXAS RESOLUTION NO. 2012-11-04 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTING A PROFESSIONAL SERVICES AGREEMENT WITH THE MANAGEMENT CONNECTION, INC. FOR STRATEGIC PLANNING SERVICES, AND APPROVING A CONTINGENCY APPROPRIATION FOR THE PROJECT. WHEREAS, the City Council of the City of Anna, Texas (the "City Council") desires to hire a consultant to facilitate a strategic planning process for the City of Anna (the "City"); and, WHEREAS, the Management Connection, Inc. has proposed a work plan to facilitate a strategic planning process for the City; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval and Authorization of Professional Services Agreement. The City Council hereby approves the Professional Services Agreement for Strategic Planning Services with The Management Connection, Inc., attached hereto as Exhibit 1, and authorizes, ratifies and approves the City Manager's execution of same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the Agreement. Section 3. Contingency Appropriation Consistent with Section 7.08 of the Anna City Charter, the City Council hereby authorizes the City Manager to transfer $20,000 from the FY 2013 Budget Contingency Appropriation to the City Council departmental appropriation (10-403) in the General Fund. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 13th day of November 2012. ATTEST: ftlkison, Cifisecretary RES. 2012-11-12 Professional Sery Agreement for Strategic Planning PAGE 1 OF 1 11-13-12 PROFESSIONAL SERVICES AGREEMENT FOR STRATEGIC PLANNING SERVICES STATE OF TEXAS § COUNTY OF COLLIN § THIS AGREEMENT is made and entered into as of the day of , 2012, by and between the City of Anna, Texas, a Texas municipal corporation, with its principal office at 111 North Powell Parkway, Anna, Collin County, Texas 75409, hereinafter called "OWNER" and The Management Connection, Inc. with (his/her) address being 4444 Carter Creek, Ste. 110 Bryan, TX 77802, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 ENGAGEMENT OF CONSULTANT OWNER hereby contracts with CONSULTANT, as an independent contractor, and CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: Facilitate a Strategic Planning Process for the City of Anna ARTICLE 2 SCOPE OF SERVICES A. CONSULTANT shall perform all those services as necessary and as described in the Work Plan which is attached hereto as "Exhibit "A" and made a part of this Agreement. B. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement or any task orders, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE 3 PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by OWNER and CONSULTANT, and shall remain in force for the period which may reasonably be required for the completion of the Project, and any required extensions approved by OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the PROFESSIONAL SERVICES AGREEMENT FOR Page 1 of 7 essence in this Agreement. CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule(s) established by OWNER, acting through its City Manager. ARTICLE 4 COMPENSATION A. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by CONSULTANT herein, OWNER agrees to compensate CONSULTANT the amounts and in the manner described in the Work Plan which is attached hereto as Exhibit "A" and made a part of this Agreement. Nothing contained in this Article shall require OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. OWNER shall not be required to make any payments to CONSULTANT when CONSULTANT is in default under this Agreement. It is specifically understood and agreed that CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by OWNER for any charge, expense, or reimbursement above any maximum not -to -exceed fee as stated within the Work Plan (Exhibit A) without first having obtained written authorization from OWNER. B. PAYMENT: If OWNER fails to make payments due CONSULTANT for services and expenses within 60 days after receipt of CONSULTANT's undisputed statement thereof, the amounts due CONSULTANT will be increased by the rate of one percent (1 %) per month from the said 60th day, and, in addition, CONSULTANT may, after giving seven days' written notice to OWNER, suspend services under this Agreement until CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require OWNER to pay the late charge of one percent (11%) set forth herein if OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article 4, "Compensation." ARTICLE 5 INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. OWNER shall not control the means, methods, sequences, procedures, or techniques utilized by CONSULTANT to perform work or services under this Agreement. ARTICLE 6 INDEMNITY AGREEMENT PROFESSIONAL SERVICES AGREEMENT FOR Page 2 of 7 CONSULTANT shall indemnify, defend, and save and hold harmless OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, that is caused by or results from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the CONSULTANT or the CONSULTANT'S agent, another consultant under contract, or another entity over which the CONSULTANT exercises control. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 7 INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. CONSULTANT shall furnish insurance certificates or insurance policies at OWNER's request to evidence such coverages. The insurance policies shall name OWNER as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without 30 days' prior written notice to OWNER and CONSULTANT. In such event, CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 10 TERMINATION OF AGREEMENT PROFESSIONAL SERVICES AGREEMENT FOR Page 3 of 7 A. Notwithstanding any other provision of this Agreement, either party may terminate by giving 30 days' advance written notice to the other party. B. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to OWNER within 30 days after the date of termination. OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article 4 "Compensation." Should OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE 11 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by OWNER for any defect in the design or other work prepared by CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE 12 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three days after mailing: To CONSULTANT: Joe M. Gonzalez, CEO The Management Connection, Inc 4444 Carter Creek, Ste. 110 Bryan, TX 77802 weremyA 011 :11 H City Manager City of Anna 111 North Powell Parkway P.O. Box 776 Anna, Texas 75409 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three days after mailing. PROFESSIONAL SERVICES AGREEMENT FOR Page 4 of 7 ARTICLE 15 ENTIRE AGREEMENT This Agreement constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 16 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 17 COMPLIANCE WITH LAWS CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE 18 DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 19 PERSONNEL A. CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with OWNER. CONSULTANT shall inform OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. PROFESSIONAL SERVICES AGREEMENT FOR Page 5 of 7 ARTICLE 20 ASSIGNABILITY CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of OWNER. ARTICLE 21 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 22 MISCELLANEOUS A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Collin County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. For the purpose of this Agreement, the key person who will perform most of the work hereunder shall be Joe M. Gonzalez. C. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by OWNER. D. CONSULTANT shall at all times maintain OWNER'S confidential or proprietary information in confidence and shall disclose same to third parties only as specifically instructed by OWNER. Any disclosure of privileged or confidential information by OWNER to CONSULTANT is in furtherance of OWNER's purposes and is not intended to and does not waive any privileges that may exist with regard to such information. E. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Anna, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this PROFESSIONAL SERVICES AGREEMENT FOR Page 6 of 7 Agreement through its duly authorized undersigned officer on this the day of 2012. ATTEST: NATHA WILKISON, CITY SECRETARY WITNESS: :1 PHILIP SANDERS, CITY MANAGER CONSULTANT JOE M. GONZALEZ CHIEF EXECUTIVE OFFICER PROFESSIONAL SERVICES AGREEMENT FOR Page 7 of 7 ANNA STRATEGIC PLANNING PROCESS 31 OCTOBER 2012 The Management nn ctin, Inc. 4444 Carter Creek, Ste. 110 Bryan, TX 77802 www.profacilitator.com 979-846-4481 (Office) 979-846-4482 (Fax) Joe M. Gonzalez, Chief Executive Officer Professional Facilitator joe@profacilitator.com ThI, A111".1goifwi l, Cta=i 3"lcci i t n 111c. PA OF LIS'I01,IA FAG. ILII T Table of Contents Introduction Letter.............................................................. 1 Vision, Mission, and Principles .......... Workflow Chart Work Plan ... ...................... 2 ................. 3 ................................ 4 Investment........................................................................... 6 October 31, 2012 Philip Sanders City Manager City of Anna P.O. Box 776 Anna, Texas 75409 Dear Philip: THE MANAGEMENT CONNECTION, INC. (TMC) appreciates the opportunity to facilitate this important project and to serve the City of Anna. As a professional facilitation firm established in 1992 in Bryan -College Station, TX, we have grown to be one of the leading providers in Texas. We are expert designers and facilitators of processes that maximize the ability of individuals, groups, organizations, and communities to reach their desired results. We do extreme customization of all our processes and products to honor the unique characteristics and leadership style of each of our clients. We work diligently to exceed client expectation. We establish quality, long-term relationships and provide follow-up service to ensure significant results. Our approach is driven by our Vision, Mission and Principles, provided for you on the next page. "THE EYE OF THE HURRICANE" represents our Professional Facilitation Model. The "eye" is the calm and guide within the chaotic storm. When faced with a constant bombardment of challenges and competing interest any organization may feel like it is whirling in a chaotic storm. Focused leadership, at all levels, creates the "eye" within the organization. TMC's professional facilitation will guide you in strengthening the "eye of the hurricane" in your organization. Attached herein is our work plan. We stand ready to answer any questions, and look forward to serving you. Committed your leadership, Joe M. Gonzalez Chief Executive Officer/Professional Facilitator Vision Committed to YourLeadershp Mission Facilitate Significant Results Through Quality Relationsh ps Principles Wle Believe in Personal Leadershp Wle Believe in Establishing Long Term Relationsh ps Wle Believe in Impacting Our Clients Significantly Wle Believe in Meeting Our Client Needs Wle Believe in Providing Follow-up to Ensure Our Clients Achieve Their Results a c 0 V � a v 4. 9 Ell v i I O ke CIO N E, IS rl •t O N � ~ 0 to O O N a M <u E :,. C •V Q O U U U aY p N V E a N c Z` c m y �- v v m •° `o �u �o. 0 N LLrnw E E _0 0 o Y ro 'ai O ^� m m ;; v= r u m o �a„ V m �' N N t`a O O V O w O Oi O V O N 6 0 d O C �n O. Z W L E a W O N r\I V Y n O d c c c E > o E C O C E •C °` o> u op u uE u c v E a E a in uo w m d E c ~ c ry a u ¢ u a 19 v 0 m V o ` um s o 01 m u m E N N N N N r O 0. 0- N rl N s LL o a u M .i M ri M r•1 M e-� M N M N M N M N M N M M M V M v1 rn O N c a c � o ° 0 E m 61 E L c j N V O U a % E A n Work Plan #1149 Tfie I let,n<t;gemelit Confl€'ctioll I11C°. PROFESSIONAL FACILITATORS Philip Sanders City Manager City of Anna P.O. Box 776 Anna, Texas 75409 Dear Philip: Thank you for considering The Management Connection, Inc. (TMC) as your professional facilitation firm. This is a Work Plan/Invoice for professional facilitation of the Strategic Planning process. We are excited to be working with you and the City of Anna. Professional facilitation services............................................................................... $15,000.00 Due upon completion of the first 1 Y2 day planning conference ........................ $10,000.00 Due upon completion of Strategic Map................................................................ $5,000.00 In addition, we request travel expense reimbursement including travel expenses, meal, lodging, flight and/or mileage at the current government rate from Bryan/College Station to conference location. Please make check payable to: THE MANAGEMENT CONNECTION, INC. 4444 CARTER CREEK PARKWAY, STE 110 BRYAN, TX 77802 EIhl: 06-1685067 We appreciate our relationship with you and the City of Anna and look forward to each opportunity to serve as your professional facilitators. Committed to your leadership, Joe M. Gonzalez Chief Executive Officer N.