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HomeMy WebLinkAboutResolution No. 09-080 CITY OF THE COLONY, TEXAS RESOLUTION NO. 09-080 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING THE TERMS AND CONDITIONS OF THE CONSULTING AGREEMENT BY AND BETWEEN THE CITY OF THE COLONY AND THE WATERS CONSULTING GROUP, INC., FOR PROVIDING EXECUTIVE RECRUITMENT SERVICES FOR THE POSITION OF CITY MANAGER, WHICH IS ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City and Consultant have entered into an Agreement such that the Consultant is to provide the following services: EXECUTIVE RECRUITMENT SERVICES FOR THE POSITION OF CITY MANAGER; and WHEREAS, the City has determined that it is in the best interest of the City to enter into the Agreement with The Waters Consulting Group, Inc., which is attached hereto and incorporated herein by reference as Exhibit "A," under the terms and conditions provided therein; and WHEREAS, with this Agreement the City of The Colony is agreeing to pay the sum not to exceed $26,650 for such work. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THAT: Section 1. The Professional Services Agreement, which is attached hereto and incorporated herein as Exhibit "A", having been reviewed by the City Council of the City of The Colony, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved in the base amount of $18,500, plus a contingency amount of $1,850 and allowable other related costs in an amount of $6,300, for a total amount not to exceed $26,650. Section 2. The City Manager is hereby authorized to execute the Agreement on behalf of the City of The Colony, Texas. Section 3. This Resolution shall take effect immediately from and after its adoption and it is so resolved. 63918 PASSED, APPROVED and EFFECTIVE this 20th day of October, 2009. ATTEST: 4Zr, , G J McCou , Mayor ' ity of The olony, Texas l , Christie Wilson, City Secretary APPROV S TO FO . Robert E. Hager, City orney 63918 STATE OF TEXAS § § CONSULTING AGREEMENT COUNTY OF DALLAS § THIS AGREEMENT is made and entered into as of this 20th day of October 2009, by and between the City of The Colony, Texas, (hereinafter "City"), whose address is 6800 Main Street, The Colony, Texas 75056 and The Waters Consulting Group, Inc. (hereinafter "Consultant"), whose address is 5050 Quorum Drive, Suite 625, Dallas, Texas 75254. WHEREAS, Consultant specializes in executive recruitment and other related human resources services; and WHEREAS, City desires to engage Consultant for purposes of providing executive recruitment services (the "Project"); and WHEREAS, Consultant desires to perform said services for the City and incorporates Consultant's Proposal dated August 27, 2009 by reference; NOW, THEREFORE, in consideration of the promises and mutual agreements herein, City and Consultant agree as follows: 1.00 ENGAGEMENT: 1.01 City hereby engages Consultant and Consultant agrees to be so engaged on the terms and conditions set forth in this Agreement to perform services related to the Project. Consultant services related to the Project shall consist of those services outlined and defined in Section 2, Scope of Services, as provided herein. 1.02 Consultant shall undertake and accomplish the Project with standards acceptable to City. In carrying out services related to the Project, Consultant shall maintain liaison with the City Manager or his designee. 2.00 SCOPE OF SERVICES AND FEES: 2.01 Consultant shall perform those professional services necessary to recruit candidates for the position of City Manager, including the following: (a) development of a comprehensive recruitment brochure with a profile of the ideal candidate, and a marketing and advertising strategy to notify potential candidates about the position; (b) execution of the City approved marketing and advertising strategy, and identification of quality candidates within eighty (80) days of the City's approval of the recruitment brochure and candidate profile; (c) applicant screening and preliminary interviews, culminating in written recommendations of finalists for City review and consideration; CONSULTING AGREEMENT Page 1 TM 39814 (d) background checks, reference checks, and academic verifications for finalists scheduled for interviews; and (e) supply written report providing: (1) a summary on each finalist, highlighting professional experience and leadership/management profile, along with results of reference checks, background checks, and academic verifications; and (2) guidelines for interviewing candidates, including suggested interview questions and a rating process for the interview panel(s). (f) participate in final interviews as either an observer or participant in order to assist with a final selection. 2.02 Project Cost and Payment. The City agrees to pay Consultant a base amount of Eighteen thousand five hundred and 00/100 dollars ($18,500.00) for its professional services, excluding any expenses for consultant travel, the costs for production and distribution of the recruitment brochure or any other printing or shipping requirements, advertising costs, long-distance telephone fees, or charges related to background checks or candidate assessments (hereinafter referred to collectively as "Project-Related Expenses"). The City agrees to reimburse Consultant for any Project-Related Expenses at cost and in an amount not to exceed $6,300.00, provided the City receives an expense report with supporting documents detailing the charges. Consultant is not responsible for providing travel expenses for finalists for on-site interviews. 2.03 Consultant's fee for professional services shall be billed in four installments, as follows: PHASE DESCRIPTION OF PROFESSIONAL SERVICES AMOUNT DUE Contract $5,550.00 initiation (due at time of contract Phase I Task 1-Candidate Profile Development / Advertising / Marketing $5,550.00 Task 2-Identify Quality Candidates (due at initiation of phase) Phase II Task 3-Preliminary Screening for Semi-Finalists and Initial Report to Client $5,550.00 Task 4-Reference Checks, Background Checks, and Academic Verifications (due at initiation of phase) Phase III Task 5-Final Process / On-site Interviews with Finalists Conclusion Acceptance of offer by Candidate $1,850.00 TOTAL PROFESSIONAL FEE $18,500.00 In connection with its professional services, Consultant agrees to conduct five (5) on-site consulting meetings to include: (a) a date to meet with the Mayor, City Council, and Board individually to develop the City Manager candidate profile; (b) one group meeting with the Mayor, City Council, and Board to develop and reach a consensus on the candidate profile; (c) one group meeting with the Mayor, City Council and Board to present the candidate profile and recruiting brochure; (d) one group meeting with the Mayor, Council, and Board to review recommended finalists; and (e) one group meeting with the Mayor, Council, and Board to facilitate interviews with the finalists. These meetings are included in the base amount for professional services. CONSULTING AGREEMENT Page 2 TM 39814 2.04 Consultant shall devote such time to the performance of its duties under this Agreement as is necessary for the completion of all project phases. However, the fixed professional fee for this recruitment anticipates no more than five on-site consulting meetings as provided in subsection 2.03. Additional on-site consulting related to the recruitment process and specifically requested by City that is in excess of those anticipated for the project shall result in additional charges at a standard daily rate of $1,500, plus expenses. However, Consultant may not exceed any of the fees or expenses approved in Section 2.02 herein except after written notice and approval as provided in Section 10 of this Agreement. 2.05 Consultant shall provide City with invoices for professional services in accordance with subsection 2.03. The City agrees to pay the invoices within thirty (30) days of receipt of said invoice. Consultant also shall provide City with monthly invoices for Project-Related Expenses in accordance with subsection 2.02. The City agrees to pay the invoices for Project-Related Expenses within thirty (30) days of receipt of said invoice. 2.06 In the event additional services beyond the scope of services provided herein are necessary, the Consultant must receive prior written approval from the City to perform such additional services, and in no event shall the total cost of the Project exceed the amount of fifty thousand dollars ($50,000.00). 3.00 TERMAND TERMINATION: 3.01 Term. This Agreement shall be effective as of the date of its execution and shall terminate upon successful completion of the Project, unless terminated earlier by the City as provided herein. 3.02 Termination. (a) City may, upon giving five (5) days written notice identifying specifically the basis for such notice, terminate this Agreement for breach of material term or condition of this Agreement, provided Consultant shall not have cured such breach within the fourteen (14) day period. (b) The City may at any time terminate this Agreement by providing Consultant with 30 days written notice of the termination. (c) In the event this Agreement is terminated, Consultant shall be entitled to payment of all fees incurred prior to the effective date of termination. 4.00 INDEPENDENT CONTRACTOR STATUS. Consultant shall be an independent contractor and Consultant acknowledges and confirms to City its status as that of an independent contractor. Nothing herein shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship CONSULTING AGREEMENT Page 3 TM 39814 letween the parties for any purposes, including but not limited to taxes or employee benefits. Consultant will be solely responsible for payment of any and all taxes and insurance. 5.00 CONSULTANT'S GUARANTEE: 5.01 Consultant agrees to continue with the recruitment project until the City has made a City Manager appointment. If the City does not make a selection from the initial group of Finalists, Consultant will work for no additional professional fee to identify a supplemental group until the City finds a candidate to hire. The City, however, will have to pay any Project-Related Expenses. 5.02 Consultant guarantees its executive recruitment of a City Manager for two years against voluntary resignation or termination for cause. Within the first year, the replacement recruitment will be repeated with no additional professional fee, but City will incur Project-Related Costs. During the second year, the cost of the replacement recruitment will be 50% of the professional fee, plus Project-Related Costs. This guarantee does not apply to candidates appointed from within the City's organization. This guarantee is subject to further limitations and restrictions under State law. 5.03 Consultant agrees that it will not solicit any candidates selected under this Agreement for any other position while the candidate is employed with the City. 6.00 ENTIRE AGREEMENT: This Agreement constitutes the full and complete agreement of the parties, and all either prior and/or contemporaneous agreements between the parties have been merged herein. Any future amendment of this Agreement shall be in writing and shall require the written consent of both parties. 7.00 JURISDICTIONS: This Agreement is governed by and is to be construed and enforced in accordance with the laws of the State of Texas and of the United States. The parties agree and consent to the jurisdiction of the District Courts and County Courts at Law of Denton County, Texas and of the United States District Court for the Eastern District of Texas (Sherman Division) and acknowledge that such courts shall constitute proper and convenient forums for the resolution of any actions among the parties with respect to the subject matter hereof. The parties further agree that such courts shall be the exclusive forums for the resolution of any actions among the parties with respect to the subject matter hereof. 8.00 VENUE: This Agreement will be governed and construed according to the laws of the State of Texas. This Agreement is performable in Denton County, Texas. CONSULTING AGREEMENT Page 4 TM 39814 9.00 ASSIGNMENT: This Agreement may not be assigned without the prior written consent of the City. 10.00 AMENDMENT: This Agreement may be amended by the written mutual agreement of the parties; the City Manager may amend the terms and/or scope of this Agreement, however, the City Manager may not exceed the maximum amount of his signature authority under the City purchasing policy. 11.00 SEVERABILITY: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 12.00 CONFLICTS. In accordance with Chapter 176 of the Texas Local Government Code, Consultant has performed an internal conflicts of interest inquiry. Based on the information obtained from said inquiry, Consultant will file a completed conflict of interest questionnaire with the City Secretary. CONSULTANT: CITY: The Waters Consulting Group, Inc. City of The Colony, Texas By. f By: _ (AI'm X Stacy L. Waters, Antonio John ton, Executive Vice President City Manager Date: Date: CONSULTING AGREEMENT Page 5 TM 39814