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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"