2007-233s:\our documents\ordinances\OTt. r. edgar & associates -second amendment to psa - 100207 agenda.doc
ORDINANCE NO. 2007- ~~33
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE THE SECOND
AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE
CITY OF DENTON AND T. R. EDGAR & ASSOCIATES; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE
(APPROVAL OF PROFESSIONAL SERVICES AGREEMENT BY THE CITY MANAGER ON
FEBRUARY 7, 2007; APPROVAL OF FIRST AMENDMENT TO PROFESSIONAL SERVICES
AGREEMENT ON THE 18`~ DAY OF JULY, 2007 BY THE PURCHASING DEPARTMENT;
NOW THE SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR THE
ADDITIONAL PROFESSIONAL SERVICES OF T.R. EDGAR & ASSOCIATES - IN THE
AMOUNT OF NOT TO EXCEED $19,200; FOR THE TOTAL AMOUNT AUTHORIZED OF
$118,700).
WHEREAS, on February 7, 2007, the City Manager, within his delegated authority, signed
and approved a Professional Services Agreement awarding to T. R. Edgaz & Associates, a
Professional Services Agreement in the amount of $95,500 for the Cazeer Progression Program for
the Human Resources Department; and
WHEREAS, on July 18, 2007, the City Purchasing Department, within his delegated
authority, signed and approved a First Amendment to Professional Services Agreement in the
amount of $4,000 for additional services to be provided in relation to the Career Progression
Program for the Human Resources Department, thereby totaling $99,500; and
WHEREAS, the Staff having recommended, and the City Manager having recommended to
the Council that a Second Amendment to Professional Services Agreement be authorized to amend
such previous Agreements with respect to the scope of work and an increase in the payment amount,
and said fees provided for in the proposed Second Amendment to Professional Services Agreement
aze fair and reasonable, and are consistent with and not higher than the recommended practices and
fees published by the professional associations applicable to the Provider's profession, and such fees
do not exceed the maximum provided by law; NOW, THEREFOR,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Second Amendment To Professional Services Agreement, increasing
the amount of the professional services between the City and Tom Edgaz & Associates, which is on
file in the office of the Purchasing Agent, in the amount of Nineteen Thousand Two Hundred and
00/100 ($19,200) Dollars, is hereby approved and the expenditure of funds therefore is hereby
authorized. The total purchase order amount thereby increases to $118,700. A true and correct copy
of the Second Amendment to Professional Services Agreement is attached hereto and incorporated
by reference herein; and the City Manager is hereby authorized to execute the said Second
Amendment to Professional Services Agreement.
s:\our documents\ordinances\OTt. r. edgar & associates -second amendmem [o psa - 100207 agcnda.doc
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ~~~ day of , 2007.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
EDWIN M.
TO LEGAL FORM:
DER, CITY ATTORNEY
BY: _
2-ORD-
THE STATE OF TEXAS §
COUNTY OF DENTON §
SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
THIS SECOND AMENDMENT to that certain "Professional Services
Agreement" (hereafter the "Agreement") in the original not-to-exceed amount of
$95,500, was signed and approved by the City Manager on February 7, 2007, within his
delegated authority; and
Thereafter, that certain "First Amendment to Professional Services Agreement"
(hereafter the "First Amendment"), was executed on July 18, 2007, in the original
principal sum of an additional sum of $4,000, was approved within the delegated
authority by the City of Denton Purchasing Agent; said Agreement and the First
Amendment were heretofore entered into by and between the City of Denton, Texas, a
Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton,
Texas 76201 (hereafter referred to as "CITY"); and the firm of T. R. Edgar & Associates,
with its offices at 1610 6'h Place, McLean, Virginia 22101 (hereafter referred to as the
"EDGAR;" and
CITY and EDGAR desire to further amend said Agreement and First Amendment
for a second time for the purpose of adding additional work to be performed by the
EDGAR, in an amount not to exceed $19,200, to wit: for a monthly retainer of $1,600 per
month for a total of twelve consecutive months, to provide professional services and
answers to Staff regarding questions relating to Human Resources Management, and
specifically, any issues related to the implementation of the Career Progression Program;
and
CITY and EDGAR hereby agree and stipulate that the total not-to-exceed amount
of the Agreement, the First Amendment, and this Second Amendment to Professional
Services Agreement (hereafter the "Second Amendment"), total an aggregate not-to
exceed amount of $118,700.
NOW THEREFORE, the CITY and EDGAR (hereafter collectively referred to as
the "Parties"), in consideration of their mutual promises and covenants, as well as for
other good and valuable considerations, do hereby AGREE to the following Second
Amendment, which amends the terms and conditions of the said Agreement, to wit:
The provisions of Article II. of the Second Amendment ("Scope of Services") are
hereby amended to add the following provision, to wit:
"C. EDGAR shall perform services to Human Resources staff in the area of
Human Resources Management, and in particular, the implementation of the Career
Progression Program. This agreement shall be a "retainer" agreement wherein EDGAR
is paid the sum of $1,600 per month by the CITY for a period up to one-year. The CITY
may cancel this Agreement at any time upon fifteen (15) days advance written notice
delivered to EDGAR of its desire to so terminate this Agreement. The monthly retainer
payment represents eight (8) billable hours of EDGAR's time. Any billable time spent
over eight (8) hours per month shall be billed at the rate of $200 per billable hour.
EDGAR shall perform the personal and professional services that are generally
set forth in EDGAR's Proposal to Carla Romine-Haggmark, the Director of Human
Resources of the CITY, dated August 31, 2007. That letter details the additional services
to be rendered by EDGAR pursuant to this Second Amendment; a true and correct copy
of such letter of proposal is attached hereto and is incorporated by reference herewith as
Exhibit "A."
The provisions of Article III. "Period of Service" are hereby amended by
substituting the following provision:
Substituting "$19,200, totaling an authorized amount of $118,700" for
$95,500 in line 4 thereof.
III.
The provisions of Article IV. "Compensation" are hereby amended by
substituting the following provisions:
B. 1. Substituting "not to exceed $19,200" for $95,500.
2. Substituting the following for IV.B.2.:
"The fee for the services described in this Second Amendment to be
performed by EDGAR is to be paid as a retainer in an amount of $1,600
per month; said monthly payment being due and payable on the first day
of each successive month, until the amount of $19,200 is extinguished, or
the services have been fully performed, or the Second Agreement has been
earlier terminated. Any billing time in excess of eight (8) hours per
month shall be billed at the rate of $200 per month for that particular
month. Monthly bills shall be sent to CITY by EDGAR by the 15'h day of
the month next following the month in which services have been rendered.
IV.
The Parties hereto agree, that except as specifically provided for by this Second
Amendment, that all of the terms, covenants, conditions, agreements, rights,
responsibilities, and obligations of the Parties, set forth in both the Agreement, and the
First Amendment, shall remain in full force and effect.
2
TN WITNESS WHEREOF, the City of Denton, Texas and the firm of T. R. Edgar
& Associates have each executed this Second Amendment to Professional Services
Agreement, in (4) original counterparts, by. through 'r respective duly authorized
representatives and officers on this the ~~y of ~~r~^J , 2007.
"CITY"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: `-~~
ORGE C. CAMPBELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APP VEDA O LE AL FORM:
EDWIN M. SNYDER ITY ATTORNEY
By:
"EDGAR"
T. R. EDGAR & ASSOCIATES
A Proprietorship
By: ~t~~~~G~ ti/
THOMAS R. EDGAR tJ
AUTHORIZED REPRESENTATIVE
ATTEST:
By: ~.~-r~n~~ ` I~G~Z
T. R. EDGAR & ASSOCIATES
August 31, 2007
Carla Romine-Haggmark
Director of Human Resources
City of Denton
601 E. Hickory, Suite A
Denton, TX 76205
Dear Carla:
This letter represents my proposal for the on-going support that we discussed during my
last visit. Since much of what you want/need is responding to questions from managers or
other issues relating to the implementation of the CPP that cannot be predicted in advance,
T believe the best type of relationship is represented by a Retainer Agreement. The Retainer
is a monthly fee that would cover any and all issues relating to Human Resources
Management but, in this case, mostly related to the implementation of the Career
Progression Program. Generally, this type of agreement does not include "project" work
where this is a specific deliverable. As Director of Human Resources, it is likely that you
and I would have the most contact but, I would be available to anyone on your
management team including the City Manager. The basic purpose of the Agreement is to
help you and the rest of your HR Team meet the needs of the City's employees,
particularly managers. A secondary purpose would be to facilitate the professional
development of the Human Resources staff. Having spent the last 40+ years of my life
engaged in Human Resources work, I have a lot of knowledge and experience that cannot
be replicated, at least on the short term. There is no practical reason not to try and take
advantage of that.
I propose a Retainer of $1,600/month. That covers eight (8) hours of my time. I anticipate
that almost all of that time will be consumed by phone calls and responses to e-mails. But,
I would also be available to do research on any HR issue, particularly wages/salaries, and
write a report of my findings. Of course, I keep a fairly extensive library of surveys and 1
have access to all of the major Human Resource periodicals and web sites. Those resources
would also be available to you as well. The Retainer operates on a "use it or lose it"
manner. The retainer is paid whether you use all of the hours or not If you have needs that
exceed the eight (8) hour commitment, then, with your authorization, I will continue to
work on an hourly basis at the rate of $200/hr.
As a reminder, the Retainer Agreement does not include any project oriented work e.g.
Policy Manual, Training Program, etc. for which there is a specific deliverable and a fixed
price. Also note that the Retainer represents the full cost of the service. Unlike Lawyers
and Accountants, I do not charge for phone calls, copies, faxes, etc. unless they represent a
EXHIBIT "A"
major expense. In such a case, I would so inform you and we would agree on a practical,
cost-effective solution.
It is unlikely that there would be any travel associated with the Retainer Agreement but, if
there were, I would only seek reimbursement of actual out-of-pocket expenses without
mark-up.
If there is a need for me to be in Denton to attend meetings or make a presentation etc., 1
would estimate those hours and credit any remaining hours of the Retainer in that month
against the hours expended on site. In other words, you wouldn't be paying me twice for
the same hours.
I recommend that the Agreement be in effect for one (I) year with either party having the
right to cancel the Agreement with thirty (30) days written notice to the other.
For my purposes, feel free to use this document as the official agreement or official
proposal.
Bestt~ s
y ~ ~
Thomas R. Edgar
T.R.Edgar & Associates
Approved and Agreed:
I hereby accept the terms and conditions of the Retainer Agreement outlined above and
authorize T.R.Edgar & Associates to begin work effective October 1, 2007.
Carla mine-Haggmark Date
Director of Human Resources
City of Denton, Texas
EXHIBIT "A"