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Res 026-2020 Contract for Comp Study MAG, Inc 3/3/2020Resolution No. 26-2020 Resolution authorizing the City Manager to enter into a contract with Management Advisory Group International, Inc. (MAG) for compensation and classification study consultation services WHEREAS, the City issued a Request for Proposals and received proposals from four vendors for these services; and, WHEREAS, proposals from various consulting firms have been reviewed to determine which proposal is in the best interest of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The City Manager is hereby authorized to enter into a contract with Management Advisory Group International, Inc., to be reviewed and approved by the City Attorney. PASSED AND APPROVED this the 3rd day of March, 2020. ATTEST: City Clerk ' AGREEMENT TO PROVIDE PROFESSIONAL MANAGEMENT CONSULTING SERVICES THIS AGREEMENT, entered into this 3rd day of March 2020 ("effective date") by and between Management Advisory Group International, Inc. (hereinafter called the "Consultant") and Wichita Falls, Texas (hereinafter called the "Client") (together referred to as the "parties"). WITNESSETH: WHEREAS, the Client is interested in obtaining professional human resource and management consulting services to assist in developing plans and programs that conform to Federal, State, and local requirements and that will be approved by their representatives; and WHEREAS, the Consultant is staffed with personnel knowledgeable and experienced in the development of human resource and management systems. NOW, THEREFORE, for and in consideration of the services hereinafter contained, the parties hereby agree as follows: 1. Employment of Consultant. The Client agrees to engage the Consultant and the Consultant hereby agrees to perform the services described in the "Scope of Services" listed below. 2. Scope of Services. The Consultant shall do, perform and carry out in a good and professional manner human resource and management consulting services as may be requested by the Client, and included by reference herein is the Consultant's Proposal to the Client dated January 18, 2020 which details the proposed study timeline, work plan, and deliverables. (Exhibit "A") 3. Time of Performance. The services to be performed hereunder by the Consultant shall be undertaken and completed in such sequence so as to ensure their expeditious completion and best carry out the purposes of the agreement. The project will commence within ten (10) days of notification to proceed and will be completed within a 120-day time period or as agreed to by the Consultant and the Client. It is expected that the time period will be approximately four (4) months. 4. Method of Payment. Total cost of the proposed scope of services is $ 63,675. Ten percent (10%) of the total agreement amount shall be held back by Client - payable to Consultant upon successful completion of the services. Twenty percent (20%) of the total agreement amount will be paid to Consultant within (7) days from the effective date of this agreement and upon Consultant providing Client an invoice for said amount. Additional 1 payments shall be due and payable in accordance with periodic invoices based upon work performed toward delivery of final reports and products as described herein. 5. Changes and Additional Services. The Client may, from time to time, require changes in the "Scope of Services" of the Consultant to be performed hereunder. Such changes, which are mutually agreed upon by and between the Client and the Consultant, shall be incorporated in written amendment to this agreement. The written amendment shall identify whether said change(s) alter the total agreement amount. For services not included in the "Scope of Services", a rate of$200 per professional hour expended and $55 per clerical hour expended, plus expenses will be charged. Any expenses for work done beyond the scope of services anticipated under this agreement will be approved prior to undertaking. 6. Services and Materials to be Furnished by the Client.The Client shall furnish the Consultant with all available necessary information pertinent to the execution of this agreement. The Client shall cooperate with the Consultant in scheduling and carrying out the work herein. 7. Rights to Terminate Agreement. The terms of this agreement shall be in effect through and including September 2020. Either party shall have the right to terminate this agreement with or without cause, by giving written notice to the other party of such termination at least thirty (30) days before the effective date of such termination. Consultant shall be entitled to compensation for services rendered and expenses incurred through the effective date of termination. 8. Indemnification. Subject to Section 10, Limitation of Liability, set forth herein, Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless Client for any amounts (including reasonable attorney's fees)for which the Client shall become legally obligated to pay as damages for negligent acts, errors and/or omissions of the Consultant arising out of the Consultant's performance under this agreement. 9. Limitation of Liability. The Client agrees that the Consultant's total aggregate of liability hereunder (whether contractual, statutory,tortious or otherwise) for damages on any one or more or all claims (regardless of the number of different or other claims, claimants or occurrences) shall not exceed the total of professional fees actually paid under this agreement. The Client further agrees that the Consultant shall not be liable to the Client for any indirect, incidental, special or consequential damages, any lost profits or any claim or demand against the Client by any other party, arising out of or in connection with the performance of services hereunder. 2 10. Information and Reports. The Consultant shall, at such time and in such form as the Client may require, furnish such periodic reports concerning the status of the project as may be requested by the Client. The Consultant shall furnish the Client, upon request, with copies of all documents and other materials prepared or developed in relation with or as a part of the services herein. 11. Matters to be Disregarded. The titles of the several sections, subsections, and paragraphs set forth in this agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this agreement. 12. Completeness of Agreement. This agreement and any additional or supplementary document or documents incorporated herein by specific reference contain all of the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this agreement or any part thereof shall have any validity or bind any of the parties hereto. 13. Personnel. The Consultant represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with the Client. All of the personnel engaged in the services herein shall be fully qualified to perform such services. 14. Signatures. The Parties, may execute this agreement in counterparts. Each executed counterpart shall be deemed an original and all of them, together, shall constitute one and the same agreement. 3 15. Notices. Any notices, bills, invoices, or reports required by this agreement shall be sufficient if sent by the parties hereto in the United States mail, postage paid,to the address noted below. As to Client: As to Consultant: City Manager Management Advisory Group International, Attention: Director of Human Resources Inc. 1300 7th Street _ 2992 Reidville Road Wichita Falls,TX 76302 Spartanburg, SC 29301 (940) 761-7615 (703) 590-7250 16. Waiver of Attorney's Fees. If any action at law or in equity is necessary to enforce this agreement, each party agrees to pay its own attorneys' fees and will not seek to recover its own attorneys' fees from the other party. All parties understand that Texas Local Government Code subchapter I, § 271.153(a)(3) provides that the total amount of money awarded in an adjudication brought against a governmental entity for breach of a contract includes attorneys' fees. All parties expressly waive all statutory and other rights to recover attorneys' fees pursuant to in § 271.153(a)(3) and all other law. 17. Governmental Function Clause. All parties agree that this contract is one that pertains solely to a governmental function taken by or on behalf of the City of Wichita Falls. All parties expressly agree that the City is not engaging in any propriety functions. 18. Venue. Venue shall reside exclusively in Wichita County, Texas [Signature page and exhibits to follow] 4 IN WITNESS WHEREOF, All of the above occurred as of the date first written below; this agreement shall be binding on Consultant beginning on the date it is accepted and executed by Client. Consultant: Client Donald C. Long CityM r ( J ` President Management Advisory Group International, Inc. 2992 Reidville Road Spartanburg, SC 29301 Attest : 611 nku, Cit4 Clerk Approved as to form : 0-411107)(10 C y ttorney 5 %h.