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Item 5DCity of Southlake, Texas M E M O R A N D U M February 1, 2006 TO: Shana Yelverton, City Manager FROM: Ben Thatcher, Assistant to the City Manager Professional Services Agreement to Conduct a Management Study for the SUBJECT: Department of Community Services. ___________________________________________________________________________ Action Requested: Authorize the City Manager to enter into a professional services agreement with Matrix Consulting Group to conduct a management study of the Department of Community Services. Background Information: One of the initiatives of the City Manager’s transition plan is to conduct management studies of the larger operating departments to identify opportunities for improved resource utilization. The scope of the Community Services study is intended to be comprehensive and the areas of review will include:  Workload, staffing and deployment  Organization structure  Management systems  Recruitment and training  Policies and procedures  Use of technology  Fleet size and utilization  Comparison of parks and recreation operations to industry best practices  Space needs assessment  Long term community needs  Potential long term impact of programs and services on operating budget The Matrix Consulting Group has experience conducting management reviews and feasibility studies of parks and recreation agencies. In addition, the project team has conducted several hundred operations studies around the nation. You may recall that the Matrix Consulting Group conducted the DPS study for the City last year, and staff was impressed with the work they performed. Matrix has also worked with many communities similar to Southlake in regards to size of population, high quality of life, and high development standards. Shana Yelverton, City Manager November 29, 2010 Page 2 Financial Considerations: A fixed priced fee of $54,200 has been negotiated with Matrix that includes all professional fees and travel costs. Financial Impact: $50,000 was budgeted for the current fiscal year to conduct this study. The remaining $4,200 is available out of the Community Services budget due to savings from position vacancies during the first quarter. In addition, prior experience has shown that the cost of the study will be recouped as a result of implementing recommendations which reduce or avoid increases in operating costs. Citizen Input/ Board Review: N/A Legal Review: The professional services agreement has been reviewed by Tom Scollon of TOASE. Alternatives: The City could look at proposals from other consulting groups. Supporting Documents: Professional Services Agreement with Matrix Consulting Group. Staff Recommendation: Authorize the City Manager to enter into a professional services agreement with Matrix Consulting Group to conduct a management study of the Department of Community Services for $54,200. AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT , entered into this ___ day of February, 2006 and effective immediately by and between Matrix Consulting Group, a _____________ __________________ (hereinafter called the "CONSULTANT") and THE CITY OF SOUTHLAKE, TEXAS (hereinafter called "CITY"), WITNESSETH THAT, WHEREAS, CITY desires to engage the CONSULTANT to Conduct a Management Study of the Department of Community Services. NOW, THEREFORE , the parties hereto mutually agree as follows: Employment of Consultant (1) . (a) CITY agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the th professional services described in the CITY’s Request for Proposals dated November 18, 2005 and th incorporated into this Agreement as Attachment A; CONSULTANT’S proposal dated December 15, 2005and incorporated into this Agreement as Attachment B; and the redefined scope of services th which is described in Attachment C dated January 19, 2006 (the “Project”). (b) Notwithstanding anything to the contrary contained in this Agreement, CITY and CONSULTANT agree and acknowledge that CITY is entering into this Agreement in reliance on CONSULTANT’s special and unique abilities with respect to management audits and studies of community services operations. CONSULTANT accepts the relationship of trust and confidence established between it and the CITY by this Agreement. CONSULTANT covenants with CITY to use its best efforts, skill, judgment, and abilities to perform the work in the Project and to further the interests of CITY in accordance with CITY’s requirements, in accordance with the highest standards of CONSULTANT’s profession or business and in compliance with all applicable national, federal, state, municipal, laws, regulations, codes, ordinances, orders and with those of any other body having jurisdiction. The CONSULTANT warrants, represents, covenants, and agrees that all of the work to be performed by the CONSULTANT under or pursuant to this Agreement shall be of the standard and quality which prevail among similar businesses and organizations of superior knowledge and skill engaged in providing similar services in major United States urban areas under the same or similar circumstances and involving a project such as the Project. CONSULTANT warrants, represents, covenants, and agrees that the work it performs will be accurate and free from any material errors. Time of Performance (2) . The services to be performed hereunder by the CONSULTANT shall be undertaken and completed in accordance with the “Project Work Schedule” found on page 19 of Attachment B. Compensation (3) . The CITY agrees to pay the CONSULTANT a sum not to exceed fifty-four thousand two hundred dollars ($54,200), to be paid in accordance with the services CONSULTANT performs as described in Attachment A, and as Attachment A is modified by Attachment C, Redefined Scope of Services. CONSULTANT agrees to complete the project and all services provided herein for said sum. Method of Payment (4) . The CONSULTANT shall bill monthly out of current funds for hours completed to date as described in Attachment B. Total payments shall not exceed the amount shown in (3), above. CITY shall pay invoices for services properly performed within thirty (30) days of receipt; provided however, that in the event CITY requests any supporting documentation for charges, payment shall be made within 30 days of receipt of the documentation. Changes. (5) CITY 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 CITY and the CONSULTANT, shall be incorporated in written amendments to this Agreement. Services and Materials to be Furnished by CITY. (6) CITY shall furnish the CONSULTANT with all available information, data, and material CONSULTANT requests pertinent to the execution of this Agreement. CITY shall cooperate with the CONSULTANT in carrying out the work herein and shall provide adequate staff for liaison with the CONSULTANT. Termination of Agreement. (7) (a) If, for any cause, the CONSULTANT shall fail to fulfill in timely and proper manner its obligations under this agreement, CITY shall thereupon have the right to terminate this Agreement by giving written notice to the CONSULTANT of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. (b) CITY has the right to terminate this agreement for any reason upon 10 days’ notice to CONSULTANT. (c) Upon termination pursuant to this paragraph, the CONSULTANT shall be entitled to payment of such amount as shall compensate CONSULTANT for the services satisfactorily performed from the time of the last payment date to the termination date in accordance with this Agreement, provided the CONSULTANT shall have delivered to CITY such statements, accounts, reports and other materials as required herein, and provided that CONSULTANT shall have delivered to CITY all reports, documents and other materials prepared by CONSULTANT prior to termination. CITY shall not be required to reimburse CONSULTANT for any services preformed or expenses incurred after the date of the termination notice. Information and Reports. (8) The CONSULTANT shall, at such time and in such form as CITY may require, furnish such periodic reports concerning the status of the project, such statements, and copies of proposed and executed plans and other information relative to project as may be requested by CITY. The CONSULTANT shall furnish CITY, upon request, with copies of all documents and other material prepared or developed in relation with or as part of project. The CONSULTANT shall furnish CITY with an electronic copy of all materials prepared or developed in relation with or as part of the project. Records and Inspections. (9) CONSULTANT shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of one year after the completion of the project, or if litigation relating to any aspect of this Agreement is commenced within that year, until there is a final, nonappealable judgment or a settlement agreement has been executed between all the parties. CITY shall have free access at all proper times to such records, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities. Completeness of Contract. (10) This contract and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. CITY Not Obligated to Third Parties. (11) CITY shall not be obligated or liable hereunder to any party other than the CONSULTANT. When Rights and Remedies Not Waived. (12) In no event shall the making by CITY of any payment to the CONSULTANT constitute or be construed as a waiver by CITY of any breach of covenant, or any default which may exist on the part of the CONSULTANT and the making of any such payment by CITY while any such breach or default shall exist in no way impairs or prejudices any right or remedy available to CITY in respect to such breach or default. Hold Harmless. (13) Each party shall be responsible for its own acts and will be responsible for all damages, costs, fees and expenses which arise out of the performance of this Agreement and which are due to that party’s own negligence, tortious acts and other unlawful conduct and the negligence, tortious action and other unlawful conduct of its respective agents, officers and employees. Insurance. (14) Consultant agrees to maintain insurance for comprehensive general liability, automobile liability insurance, workers’ compensation and professional liability during the term of this Agreement in the amounts not less than those required of other professional consultants retained by CITY. CONSULTANT shall provide CITY with evidence of such coverages in a form which is acceptable to the CITY. Such policies shall name the CITY, its officers, and employees as an additional insured and shall provide for a waiver of subrogation against the CITY. Personnel. (15) The CONSULTANT has all personnel required in performing the services under this Agreement. All of the services required hereunder will be performed by the CONSULTANT or under CONSULTANT'S supervision, and all personnel engaged in the work shall be qualified to perform such services. Assignability. (16) The parties hereby agree that Consultant may not assign, convey or transfer its interest, rights and duties in this Agreement without the prior written consent of CITY. Notices. (17) Any notices, bills, invoices, or reports required by this Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, return receipt requested or via overnight delivery service, to the addresses noted below and shall be effective upon receipt: Shana Yelverton Richard P. Brady, President City Manager Matrix Consulting Group City of Southlake 2470 El Camino Real, Suite 210 th 1400 Main Street, 4 Floor Palo Alto, California 94306 Southlake, TX 76092 Miscellaneous (18) . (a) This Agreement shall be governed by the laws of the State of Texas and any action relating to this Agreement shall be filed in state district court in Tarrant County, Texas. (b) CONSULTANT is an independent contractor and not an employee of the CITY. IN WITNESS WHEREOF, CITY and the CONSULTANT have executed this agreement as of the date first written above. CITY OF SOUTHLAKE, TEXAS By: ____________________________ Date: MATRIX CONSULTING GROUP By: ____________________________ Richard P. Brady, President Date: