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Home My WebLink AboutResolution - 2006-R0517 - Agreement - Waters Consulting Group Inc.- Assistant Water Utility Director - 10_26_2006Resolution No. 2006—RO517 October 26, 2006 Item No. 5.12 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Professional Services Agreement by and between the City of Lubbock and Waters Consulting Group, Inc. for the Assistant Water Utility Director position, and all related documents. Said Professional Services Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 26th day of ATTEST: ReBecca Garza, City Secreta APPROVED AS TO CONTENT: Thomas Adams, Deputy City M APPROVED AS TO FORM: Casner, as/ccdocs/Waters Consulting Group Res. October 10, 2006 October 2006. 007 DAVID A.AlILLER, MAYOR ater Utilities Director City Attorney OCTOBER 4, • 2006 WCG AND THE CITY OF LUBBOCK, TEXAS Resolution No. 2006-RO517 AGREEMENT FOR SERVICES Agreement made this 26`h day of October 2006 between the City of Lubbock, Texas, hereafter referred to as "the Client", and The Waters Consulting Group, Inc., hereafter referred to as "WCG". RECITALS The Client has its principal place of business at 1625 13`h Street, Lubbock, Texas 79401. WCG has its principal place of business at 5050 Quorum Drive, Suite 625, Dallas, Texas 75254. WCG provides services to clients across the nation in the field of wage and salary system development, performance management, executive search and other related human resource areas; therefore, the Client hereby engages in the services of WCG, and in consideration of the promises herein contained, both parties agree to the following: TERM 1. This Agreement shall be for the period necessary for successful completion of the project, commencing on October 4, 2006 and may be terminated by the Client on thirty (30 days written notice. If the Client terminates, WCG is entitled to any portion of its fee so earned. If any of these provisions apply, the terminating party must provide 30 days written notice to the other party. SCOPE OF PROFESSIONAL SERVICES 2. WCG will provide professional services in the area of an executive search for the position of Assistant Water Utility Director. PROFESSIONAL FEES AND EXPENSES 3. Professional fees for services are $18,500.00 for general project elements with an additional hourly rate for other optional elements, as authorized by the Client, with such authorization not unreasonably withheld or delayed. The City Council hereby delegates the authority to authorize such additional work to the City Manager or her designee. Project related expenses will be additional and charged as incurred and include, but are not PAGE •1 OCTOBER 4, • 2006 WCG AND THE CITY OF LUBBOCK, TEXAS limited to consultant travel, printing, profile mailing labor/services, shipping, long distance telephone fees, advertising, background check services, and video conferencing fees. Additional services and project related expenses shall not exceed $12,000.00 unless an amendment to this agreement for such is approved by Client. WCG will not be responsible for fees related to candidate travel. The Client will make payments for the project upon receipt of an invoice submitted by WCG. Payment to WCG is expected within 30 calendar days. All invoices will be forwarded to Mr. Thomas Adams, Deputy City Manager, for processing unless otherwise directed. For reporting purposes, WCG's tax identification number is 75-2272138. The professional fee will be billed in four installments; 30% of the fee will be billed at the initiation of the search; 30% at the initiation of Phase 11; 30% at the initiation of Phase III; and the final 10% upon acceptance of offer by the candidate. -7 PHASE DESCRIPTION OF PROFESSIONAL SERVICES Phase I Task 1 - Profile Development & Posting (includes 1 day on site) Task 2 - Identify Quality Candidates Phase II Task 3 - Preliminary Screening & Initial Report Task 4 - Background Interviews S& References Phase III Task 5 - Finalize Search / Recommend Finalists Conclusion Acceptance of offer by candidate Total Professional Fees $18,500.00 DEVOTION OF TIME 4. WCG shall devote such time to the performance of its duties under this Agreement as is necessary for the completion of all project phases. PAGE • 2 OCTOBER 4, • 2006 WCG AND THE CITY OF LUBBOCK, TEXAS ENTIRE AGREEMENT 5. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement that is not contained herein shall be valid or binding. EVENTS OF DEFAULT/REMEDIES 6. WCG's Defaults/The Client's Remedies. In the event WCG shall default in the performance of any term or provision of this Agreement for any reason other than failure by the Client to perform hereunder, the Client may, if said default shall be continuing after fifteen (15) days written notice of such default is delivered to WCG, terminate this Agreement without additional notice, resulting in neither party having any further liability or responsibility to the other INDEPENDENT CONTRACTOR 7. It is understood and agreed that WCG is to perform the Services in a sound and professional manner and exercising the degree of care, skill and diligence in the performance of the Services as is exercised by a professional consulting group under similar circumstances and WCG hereby warrants to the Client that the Services shall be so performed. Further, WCG is and shall be considered at all times an independent contractor under this Agreement and/or in its service, hereunder. During the performance of the Services under this Agreement, WCG and WCG's employees will not be considered, for any purpose, employees or agents of the Client within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, industrial acts, labor, personal injury or taxes of any kind. MISCELLANEOUS S. a. Any notice required by this Agreement shall be deemed to be properly served, if (i) provided in person, electronic mail, or by telephonic facsimile; or (ii) deposited in the PAGE • 3 OCTOBER 4, • 2006 WCG AND THE CITY OF LUBBOCK, TEXAS United States trail by certified letter, return receipt requested, addressed to the recipient at recipient's address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. Notice shall be deemed to be received when delivered if provided in person or by telephonic facsimile or, if deposited in the United States mail, as set forth above, three (3) days after depositing such notice in the United States mail, as set forth above. For Client: Tom Adams, Deputy City Manager City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 Facsimile: 806-775-2051 Electronic Mail: tadams@mylubbock.us For WCG: Rollie O. Waters, CMC President The Waters Consulting Group, Inc. 5050 Quorum Drive, Suite 625 Dallas, Texas 75254 Facsimile: Electronic Mail: b. THIS AGREEMENT IS TO BE CONSTRUED UNDER TEXAS LAW WITHOUT REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF THE PARTIES CREATED BY THIS AGREEMENT ARE PERFORMABLE, AT LEAST IN PART, IN LUBBOCK COUNTY, TEXAS. VENUE FOR ANY ACTION BROUGHT PAGE • 4 OCTOBER 4, • 2006 WCG AND THE CITY OF LUBBOCK, TEXAS PURSUANT TO THIS AGREEMENT, OR ACTIVITY CONTEMPLATED HEREBY, SHALL EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS_ c. Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between WCG and the Client. d. A waiver by either Client or WCG of a breach of this Agreement shall be in writing. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. e. Neither the Client nor WCG may assign this Agreement, in whole or in part, without the written consent of such assignment by the non -assigning party. The Client and WCG each bind itself or himself, their legal representatives and permitted assigns in respect to all provisions of this Agreement. f. Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than the Client and WCG. AMENDMENT 9. This Agreement may be amended by the mutual agreement of the parties hereto in writing and must be attached to and incorporated into this Agreement. LEGAL CONSTRUCTION 10. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof and this Agreement shall be constructed as if such invalid, illegal, or unenforceable provision had never been contained herein. PAGE • 5 OCTOBER 4, • 2006 WCG AND THE CITY OF LUBBOCK, TEXAS Executed on the day and the year first written in this Agreement. THE WATERS CONSULTING GROUP, INC By: Name: ROLLIE O. WATERS, CIVIC Title: PRESIDENT CITY OF LUBBOCK ATTEST: Re ecca Garza, City Secretary APPROVED AS TO CONTENT: Tom Adams, Deputy City Manager/Water Utilities Director APPROVED AS TO FORM: as/CityAtt/Richard/Service Agreement — Assistant Water Utility Director RdLineAccptd PAGE • 6