2004-294~'S:\Our Documents\Ordinances\04WlcCall Con~'act Ordinance 2004.doc
ORDNANCE NO.
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PERSONAL
SERVICES AGREEMENT WITH BARBARA T. MCCALL ASSOCIATES, 1NC. TO
PROVIDE CERTAIN INFORMATION AND SERVICES WITH REGARD TO
LEGISLATION OF INTEREST TO THE CITY; AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton wishes to employ Barbara T. McCall Associates, Inc. to
provide personal services with regard to legislation which is of interest to the City; and
WHEREAS, the City of Denton will be participating with a number of other cities that
have entered into similar Personal Services Agreements with Barbara T. McCall Associates, Inc.;
and
WHEREAS, due to the concurrent participation of other Texas cities and that Barbara T.
McCall has unique qualifications and experience that no other person can offer the City during
this period of time as a Personal Services Contract, this Contract is exempt from competitive
bidding in accordance with Tex. Loc. Gov't Code §252.002(a)(4); and
WHEREAS, the City Council deems it in the public interest to authorize the City
Manager to enter into a Personal Services Contract with Barbara T. McCall Associates, Inc. for
the above-mentioned legislative services; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the City Manager is hereby authorized to enter into a Personal
Services Agreement with Barbara T. McCall Associates, Inc., substantially in the form of the
attached Agreement, which is made a part of this ordinance for all proposes, to provide
information about legislation and other related personal services to the City.
SECTION 2. That the City Manager is hereby authorized to make the expenditures as
outlined in the attached Agreement.
SECTION 3. That this ordinance shall become effective immediately upon its passage
and approval.
d/
PASSED AND APPROVED this the day of~, 2004.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPR~)J/ED'AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
Page 2
PERSONAL SERVICES AGREEMENT
Between the City of Denton, Texas
State of Texas, County of Denton
and
BARBARA T. McCALL ASSOCIATES, INC.
Washington, D.C.
WHEREAS, the City of Denton, ("City"), in consultation with other major cities in
Texas, has determined that there is a need for jointly sponsored Washington representation; and
WHEREAS, this need is particularly pressing in relation to:
1. information about legislative and executive action on issues of common interest,
2. transmitting City positions on these issues to the Congressional delegation and to
the Administration, and
3. obtaining individual City service to pursue defined projects or individual
legislative priorities; and
WHEREAS, Barbara McCall, due to the concurrent participation of other Texas cities has
unique qualifications and experience that no other person can offer the city during this period of
time; and
WHEREAS, Barbara T. McCall is known to the Cities and is capable of and willing to
undertake such representation in Washington as a personal services contract exempt from
competitive bidding in accordance with Section 252.022 (a) of the Texas Local Government
Code;
NOW, THEREFORE, the City of Denton, in association with and recognizing the
concurrent participation of the Cities of Austin and of Dallas (collectively, the "Cities"), enters
into this personal services agreement with Barbara T. McCall Associates, Inc. ("Consultant").
I. OBLIGATIONS OF THE CONSULTANT
The Consultant will operate a unit to act as a Washington office for the Cities and
head this trait and as Washington Assistant to the Cities. The Consultant will
furnish requisite staff, office space, utilities, furnishings, and equipmem,
secretarial services, common-use office supplies and services, and general
administrative support.
The Consultant will consult with the "Committee" (see Section IIE) to determine
issues of specific interest to the Cities and to determine policies and positions
which the Cities as a group hold and wish to be pursued. In cases in which the
City positions differ from or conflict with the Cities' group position, the
Consultant will consult with the City and the Committee to determine the proper
course of action.
C. Information.
The Consultant will provide regular information on Washington issues and
events of interest to the Cities. This will be done by:
a) a regular "Washington Report,"
b)
written reports, bulletins, and memoranda on developments
regarding Texas-specific issues, and
c) direct phone contact.
The Consultant will present federal affairs briefings for
the Cities at times and places specified by the Committee.
Congressional Relations.
The Consultant will establish and maintain on a regular basis contact with the
Texas Senators and the Cities' delegation in the House of Representatives.
Administrative Relations.
The Consultant will advise and consult on behalf of the City with the White
House and the following federal agencies or departments: Commerce, SBA,
Treasury, HUD, Labor, HHS, DOT, EPA, Interior, Justice, DOE, and such other
agencies, departments and commissions as may be necessary to the performance
of Washington service to the City.
F. Individual City Services.
The Consultant will initiate and pursue research, reports, meetings,
consultation and other activities on matters of interest to the City and will
respond to requests for similar actions fi.om the City. She will inform the
Administration and Congress of the needs of the City. Such services and
activities will be provided at a cost of $105.00 per hour.
Should billable costs for the contract period appear to exceed the costs
specified in Sections II, B or C. The consultant will notify the City,
together with her estimates of the extra amounts expected to be required,
the reasons therefore, and her recommendation to the City.
II. OBLIGATIONS OF THE CITY
The City will contract with the Consultant for specified services for a period of
one year, commencing October 1, 2004 and ending September 30, 2005.
B. Service Costs
1. The service cost of this Contract is composed of three elements:
A retainer of eighteen thousand two hundred and twenty dollars
($18,220.00) per the one year period.
h)
Thirty-six assured-usage hours of service at one hundred and five
dollars ($105.00) per hour, totaling three thousand seven hundred
eighty dollars ($3,780.00).
c)
Optional use hours of service at the rate of one hundred five dollars
($105.00) per hour, not to exceed fifteen thousand seven hundred
fifty dollars ($15,750.00).
C. Reimbursable Costs--Not to Exceed five thousand dollars ($5,000.00).
Costs incident to travel outside Washington, D.C. for long-distance
telephone calls and for expedited communication services shall be
reimbursed to the Consultant upon submission of its invoice to the City. It
is understood that travel is to be pre-authorized by the City or the
Committee. In the case of travel authorized by the Committee, the City
agrees to pay its pro-rata share of the costs.
Costs for the following items which exceed the allocation for such items in
the basic contract cost shall, when authorized by the City and the
Committee, be reimbursed to the Consultant upon presentation of an
invoice:
a) Subscription and dues.
b) Printing and graphics.
c) Supplies.
d) Provision of local ground transportation in Washington.
e) Rental of meeting facilities and other meeting expenses.
3. If an expenditure under this section is authorized by the Committee, the
City agrees to pay its pro-rata share.
Contract costs are payable as follows:
1. The retainer and assured hourly costs of twenty two thousand dollars
($22,000) are payable, quarterly, in advance in these amounts:
October 1, 2004
January 1, 2005
April 1, 2005
July 1, 2005
$5,500.00
$5,500.00
$5,5O0.0O
$5,500.00
The optional hourly costs above the first thirty-six hours of service are
payable upon billing by the Consultant, after the assured hours of service
have been exceeded. (Sec. II, B. 2)
The Committee.
The City will appoint a member to a Committee of the Cities associated in
this effort. The Committee will appoint its own chairperson and determine
the times and places of its meetings. The functions of the Committee are:
to determine common positions on federal issues which the
Consultant is to pursue on behalf of the Cities.
b)
to discuss apparent conflicts or differences on issues or projects
which may arise among the Cities and to resolve them in terms of a
course of action for the Consultant.
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III.
c)
to monitor the function and operation of the Washington office to
determine if it is fulfilling the goals and objectives for which it was
designed.
to authorize travel and other reimbursable expenses to be incurred
for the common purposes of the Cities.
F. General.
The City will inform the Consultant of the person(s) authorized to request
services and to serve as the chief contact.
The City will supply the Consultant with a summary of the federal
programs in which the City is participating and other information
necessary to an understanding of the City's purposes in relation to the
federal government.
THE CITY AND THE CONSULTANT AGREE THAT CERTAIN EXCLUSIONS
SHALL APPLY.
The Consultant will not:
A. Directly or indirectly participate in or intervene in any political
campaign on behalf of or in opposition to any candidate for city office.
B. Will not represent the interests of local constituents in pursuit of
federal business.
C. By virtue of this agreement, represent other local agencies in the
City except those which are instrumentalities or agencies of the City.
D. Perform any legal, engineering, accounting, or other similar
professional services.
E. Expend more than two thousand five hundred dollars ($2,500.00)
provided by this contract in efforts to influence HUD directly, as specified in Sec
7 (d) and 13 (g) of the Department of Housing and Urban Development Act 42
USC 3535 (d) and 3537 b(g) and 24 CFR Sec. 86.1.
THE CITY AND THE CONSULTANT AGREE
Either party may terminate this agreement at any time by giving the other at least
thirty days' written notice.
VI.
B. This agreement shall take effect on October 1, 2004.
PROFESSIONAL COMPETENCY
The Consultant agrees that in the performance of these personal services,
Consultant shall be responsible to the level of competency and shall use the same
degree of skill and care presently ma'mtained by other practicing professionals
performing the same or similar types of work. For the purpose of this Agreement,
the key person who will be performing most of the work hereunder shall be
Barbara T. McCall. However, nothing herein shall limit Consultant fi:om using
other qualified and competent members of her firm to perform the services
required herein so long as they are working in a support role to Ms. McCall.
The City shall be able to make copies of any reports and documents prepared or
obtained under the terms of this Agreement. The City shall be able to use copies
of these repons and documents without restriction on their use and without further
compensation to Consultant.
ESTABLISHMENT AND MAINTENANCE OF RECORDS
Full and accurate records shall be maintained by the Consultant at its place of business
with respect to all matters covered by this Agreement. Such records shall be maintained
for a period of at least three years after receipt of final payment trader this Agreement.
VII. AUDITS AND INSPECTION
At any time during normal business hours and upon reasonable notice to the Consultant,
there shall be made available to the City all of the Consultant's records with respect to all
matters covered by this Agreement. The Consultant shall permit the City to audit,
examine, and make excerpts or transcripts fi:om such records, and to make audits of
contracts, invoices, materials, and other data relating to all matters covered by this
Agreement.
VIII. INDEMNITY AND INDEPENDENT CONTRACTOR RELATIONSHIP
The Consultant shall perform all services as an independent contractor not under
the direct supervision and control of the City. Nothing herein shall be construed
as creating a relationship o femployer and employee between the parties. T he
City and Consultant agree to cooperate in the defense of claims, actions, suits, or
proceedings of any kind brought by a third party which may result fi:om or
directly or indirectly arise from any negligence and/or errors or omissions on the
part of the Consultant or fi:om any breach of the Consultant's obligations under
this Agreement. In the event of any litigation or claim under this Agreement in
which the City is joined as a party, Consultant shall provide suitable counsel to
defend City and Consultant against such claim, provided the Consultant shall have
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the fight to proceed with the competent counsel of its own choosing. The
Consultant agrees to defend, indemnify, and hold harmless the City and all of its
officers, agents, servants, and employees against any all such claims to the extent
of coverage by Consultant's commercial liability policy. The Consultant agrees
to pay all expenses, including, but not limited to attorney's fees, and satisfy all
judgments which may be incurred or rendered against the Consultant's
commercial liability insurance policy. Nothing herein constitutes a waiver of any
rights or remedies the City may have to pursue under either law or equity,
including, without limitation, a cause of action for specific performance or for
damages, a loss to the City resulting l~om Consultant's negligent errors or
omissions, or breach of contract, and ali such rights and remedies are expressly
reserved.
Consultant shall maintain and shall be caused to be in force at all times during the
term of this Agreement, a legally binding policy of commercial liability
insurance, with a rating of at least A- with Best Rated Carriers. Such coverage
shall cover any claim hereunder occasioned by the Consultant's negligent
professional act and/or error or omission, in an amount not less than $ 500,000
combined single limit coverage occurrence. In the event of change or
cancellation of the policy by the insurer, the Consultant hereby covenants to
forthwith advise the City thereof; and in such event, the consultant shall, prior to
the effective date of change or cancellation, serve substitute policies furnishing
the same coverage. The Consultant shall provide a copy of such policy or the
declarations page of the policy or a certificate of insurance, whichever is
reasonably satisfactory, to the City through its City Manager simultaneously with
the execution of this Agreement.
IX. COMPLIANCE WITH LAWS
The consultant shall comply with all applicable laws.
GOVERNING LAW
This agreement shall be governed by the laws of the State of Texas, venue and
jurisdiction of any suit or cause of action arising under this agreement shall lie
exclusively in a court of competent jurisdiction sitting in Denton County, Texas.
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In witness hereof, the City of Denton, Texas, has caused this agreement to be executed by its
duly authorized City Manager and,,~2onsultant has executed this agreement through its duly
authorized President, dated this e~/~' day o~004.
FOR THE CITY OF DENTON, TEXAS
Michael A. Conduff
City Manager
Attest:
Barbara T. McCall, President
Barbara T. McCall Associates, Inc.
1212 New York Ave, NW
Washington, DC 20005
202-842-5430
Federal Employer ID #: 52-1906049
Approved to legal form:
Herb-Prouty, City~ttomey