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2001-321S \Our Documents\Ordinances\01 kMcCall Contract Ordinance doc O INANCENO 001-3 / AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PERSONAL SERVICES AGREEMENT WITH BARBARA T MCCALL ASSOCIATES, INC TO PROVIDE CERTAIN INFORMATION AND SERVICES WITH REGARD TO LEGISLATION OF INTEREST TO THE CITY, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Denton wishes to employ Barbara T McCall Associates, Inc to prowde personal servmes with regard to legislation which ~s of interest to the C~ty, and WHEREAS, the City of Denton will be part~mpat~ng w~th a number of other reties that have entered into similar Personal Services Agreements with Barbara T McCall Associates, Inc, and WHEREAS, due to the concurrent partmlpat~on of other Texas reties and that Barbara T McCall has unique qualifications and experience that no other person can offer the City during th~s period of time as a Personal Services Contract, th~s Contract is exempt from competmve b~dd~ng ~n accordance with Tex Loc Gov't Code §252 002(a)(4), and WHEREAS, the City Council deems ~t ~n the pubhc interest to authorize the C~ty Manager to enter into a Personal Services Contract w~th Barbara T McCall Associates, Inc for the above-mentioned legislative sermees, 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 Servmes Agreement w~th Barbara T McCall Assocmtes, Inc, substantially in the form of the attached Agreement, which ~s made a part of this ordinance for all purposes, to prowde information about legislation and other related personal services to the City SECTION 2 That the C~ty Manager ~s hereby authorized to make the expenditures as outhned in the attached Agreement SECTION 3 That this ordinance shall become effective ~mmediately upon ~ts passage and approval PASSED AND APPROVED thls the ¢¢ dayof~~(~.2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED 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 C~ty of Denton, ("C~ty"), ~n consultation w~th other major c~t~es ~n Texas, has determined that there ~s a need for jointly sponsored Washington representation, and WHEREAS, th~s need ~s particularly pressing ~n relabon to 1 ~nformat~on about legislative and executive action on ~ssues of common ~nterest, 2 transmitting C~ty positions on these ~ssues to the Congressional delegation and to the Administration, and 3 obta~mng ~nd~v~dual C~ty service to pursue defined projects or ~nd~wdual legislative priorities, and WHEREAS, Barbara McCall, due to the concurrent participation of other Texas c~t~es has umque quahflcat~ons and experience that no other person can offer the c~ty dunng th~$ period of t~me, and WHEREAS, Barbara T McCall ~s known to the C~t~es and ~s capable of and w~lhng to undertake such representation ~n Washington as a personal services contract exempt from competitive bidding ~n accordance w~th Section 252 022 (a) of the Texas Local Government Code, NQW, THEREFORE, the C~ty of Denton, ~n association w~th and recognizing the concurrent participation of the C~t~es of Austin, Dallas, Lubbock, and Piano (collectively, the "C~t~e~s"), enters ~nto th~s personal services agreement w~th Barbara T McCall Associates, Inc ("Consultant") I OBLIGATIONS OF THE CONSULTANT A The Consultant w~ll operate a unit to act as a Washington office for the C~t~es and head th~s umt and as Washington Assistant to the C~t~es The Consultant w~ll furmsh requisite staff, office space, ubht~es, furmsh~ngs, and equipment, secretanal services, common-use office supphes and services, and general administrative support B The Consultant w~ll consult w~th the "Committee" (see Section liE) to determine ~ssues of specific interest to the C~t~es and to determine pohc~es and pos~bons which the C~t~es as a group hold and w~sh to be pursued In cases ~n which the C~ty pos~t~ons d~ffer from or confhct w~th the C~t~es' group pos~bon, the Consultant w~ll consult w~th the C~ty and the Committee to determine the proper course of acbon C Information 1 The Consultant w~ll prowde regular ~nformat~on on Washington ~ssues and events of interest to the C~t~es Th~s w~ll be done by a) a regular '~Nashmgton Report," b) wntten reports, bullebns, and memoranda on developments ragard~ng Texas-specific issues, and c) d~rect phone contact 2 The Consultant w~ll present federal affairs bneflngs for the Cities at times and places specified by the Committee D Congressional Relations The Consultant w~ll estabhsh and maintain on a regular basis contact w~th the Texas Senators and the C~bes' delegation ~n the House of Representatives E Adm~mstrat~ve Relations The Consultant will advise and consult on behalf of the C~ty w~th the White House and the following federal agencies or departments Commerce, SBA, Treasury, HUD, Labor, HHS, DOT, EPA, Interior, Jusbce, DOE, and such other agencies, departments and commissions as may be necessary to the performance of Washington service to the C~ty F Individual C~ty Services 2 I The Consultant w~ll ~mt~ate and pursue research, reports, meetings, consultation and other act~wtms on matters of interest to the City and wdl respond to requests for s~mdar actions from the C~ty She will reform the Admmmtratmn and Congress of the needs of the C~ty Such serwces and act~wtms wdl be prowded at a cost of $100 00 per hour 2 Should bdlable costs for the contract per~od appear to exceed the costs specified m Sections II, B or C The consultant not~fy the C~ty, together w~th her estimates of the extra amounts expected to be required, the reasons therefore, and her recommendation to the C~ty II OBLIGATIONS OF THE CITY A The C~ty will contract with the Consultant for speclhed serwces for a per~od of one year, commencing October 1, 2001 and ending September 30, 2002 B Serwce Costs 1 The service cost of this Contract ~s composed of three elements a) A retainer of s~xteen thousand dollars ($16,000 00) per the one year per~od b) Thlrty-s~x assured-usage hours of serwce at one hundred dollars ($10000) per hour, totaling three thousand six hundred dollars ($3,600 00) c) Optional use hours of service at the rate of one hundred dollars ($100 00) per hour, not to exceed ten thousand dollars ($10,000 00) C Reimbursable Costs-Not to Exceed five thousand dollars ($5,000 00) I Costs incident to travel outside Washington, D C for Iong-dmtance telephone calls and for expedited commumcat~on serwces shall be reimbursed to the Consultant upon submission of ~ts mvome to the C~ty It ~s understood that travel ~s to be pre-authorized by the C~ty or the Committee In the case of travel authorized by the Committee, the C~ty agrees to pay ~ts pro-rata share of the costs 2 Costs for the following ~tems which exceed the allocation for such items in the basra contract cost shall, when authorized by -3- the C~ty and the Committee, be reimbursed to the Consultant upon presentation of an invoice a) Subscnpt~on and dues b) Pnnt~ng and graphics c) Supphes d) Prowslon of local ground transportation ~n Washington e) Rental of meeting facd~t~es and other meeting expenses 3 If an expenditure under th~s section ~s authorized by the Committee, the C~ty agrees to pay ~ts pro-rata share D Contract costs are payable as follows 1 The retainer and assured hourly costs of (nineteen thousand four hundred twenty dollars (919,600) are payable, quarterly, In advance In these amounts October 1, 2001 94,900 O0 January 1, 2002 94,900 O0 April 1, 2002 94,900 O0 July 1, 2002 94,900 O0 2 The optional hourly costs above the first th~rty-s~x hours of serwce are payable upon bdhng by the Consultant, after the assured hours of serwce have been exceeded (Sec II, B 2) E The Committee 1 The City will appoint a member to a Committee of the C~tms associated m thru effort The Committee wdl appoint ~ts own chairperson and determine the t~mes and places of ~ts meetings The functions of the Committee are a) to determine common pos~t~ons on federal msues which the Consultant ~s to pursue on behalf of the C~tms -4- b) to d~scuss apparent conflicts or differences on ~ssues or projects whmh may anse among the C~t~es and to resolve them ~n terms of a course of acbon for the Consultant c) to monitor the function and operation of the Washington office to determine ~f ~t ~s fulfllhng the goals and objecbves for which ~t was designed d) to authorize travel and other reimbursable expenses to be ~ncurred for the common purposes of the C~t~es F General 1 The C~ty will inform the Consultant of the person(s) authorized to request services and to serve as the chief contact 2 The City will supply the Consultant w~th a summary of the federal programs ~n which the C~ty ~s participating and other information necessary to an understanding of the C~ty's purposes in relabon to the federal government III THE CITY AND THE CONSULTANT AGREE THAT CERTAIN EXCLUSIONS SHALL APPLY The Consultant w~ll not A D~rectly or indirectly participate ~n or ~ntervene ~n any pohbcal campaign on behalf of or ~n oppos~bon to any candidate for pubhc office B W~II not represent the ~nterests of local constituents ~n pursuit of federal bus~ness C By virtue of th~s agreement, represent other local agencies ~n the C~ty except those which are ~nstrumentaht~es or agencies of the C~ty D Perform any legal, englneenng, accounting, or other s~m~lar professional services E Expend more than two thousand five hundred dollars ($2,500 00) provided by th~s contract ~n efforts to influence HUD d~rectly, as specified ~n 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 5 IV THE CITY AND THE CONSULTANT AGREE A E~ther party may terminate th~s agreement at any t~me by g~wng the other at least thirty days' written not~ce B Th~s agreement shall take effect on October 1, 2001 V PROFESSIONAL COMPETENCY A The Consultant agrees that ~n the performance of these personal services, Consultant shall be responsible to the level of competency and shall use the same degree of sk~ll and care presently maintained by other practicing professionals performing the same or s~m~lar types of work For the purpose of th~s Agreement, the key person who w~ll be performing most of the work hereunder shall be Barbara T McCall However, nothing hereto shall I~m~t Consultant from using other qualified and competent members of her firm to perform the serv;ces required here~n so long as they are working ~n a support role to Ms McCall B The C~ty shall be able to make cop~es of any reports and documents prepared or obtained under the terms of th~s Agreement The C~ty shall be able to use cop~es of these reports and documents w~thout restriction on their use and w~thout further compensabon to Consultant VI ESTABLISHMENT AND MAINTENANCE OF RECORDS Full and accurate records shall be maintained by the Consultant at ~ts place of bus;ness w~th respect to all matters covered by th~s Agreement Such records shall be maintained for a penod of at least three years after receipt of final payment under th;s Agreement VII AUDITS AND INSPECTION At any t~me dunng normal bus~ness hours and upon reasonable not~ce to the Consultant, there shall be made available to the C~ty all of the Consultant's records w~th respect to all matters covered by this Agreement The Consultant shall permit the C;ty to aud;t, examine, and make excerpts or transcripts from such records, and to make audits of contracts, ~nvo~ces, materials, and other data relating to all matters covered by this Agreement VIII INDEMNITY AND INDEPENDENT CONTRACTOR RELATIONSHIP A The Consultant shall perform all services as an ~ndependent contractor not under the d~rect supervision and control of the C~ty Nothing here~n shall 6 be construed as creating a relationship of employer and employee between the part~es The City and Consultant agree to cooperate ~n the defense of claims, actions, su~ts, or proceedings of any kind brought by a third party which may result from or d~rectly or ~nd~rectly arise from any neghgence and/or errors or omissions on the part of the Consultant or from any breach of the Consultant's obhgabons under th~s Agreement In the event of any ht~gat~on or claim under this Agreement ~n whmh the C~ty ~s io~ned as a party, Consultant shall provide suitable counsel to defend City and Consultant against such claim, provided the Consultant shall have the right to proceed w~th the competent counsel of its own choosing The Consultant agrees to defend, indemnify, and hold harmless the City and all of ~ts officers, agents, servants, and employees against any all such claims to the extent of coverage by Consultant's commercial liability pohcy The Consultant agrees to pay all expenses, ~ncludlng, but not hm~ted to attorney's fees, and satisfy all judgements which may be ~ncurred or rendered against the Consultant's commercial hab~hty ~nsurance pohcy Nothing herein constitutes a waiver of any rights or remedies the C~ty may have to pursue under e~ther law or equity, including, w~thout hmltat~on, a cause of action for specific performance or for damages, a loss to the City resulting from Consultant's negligent errors or omissions, or breach of contract, and all such rights and remedies are expressly reserved B Consultant shall maintain and shall be caused to be in force at all times during the term of th~s Agreement, a legally binding policy of commercial hab~hty ~nsurance, w~th a rating of at least A- with Best Rated Carriers Such coverage shall cover any claim hereunder occasioned by the Consultant's neghgent professional act and/or error or omission, ~n an amount not less than $500,000 combined s~ngle hm~t coverage occurrence In the event of change or cancellation of the pohcy by the ~nsurer, the Consultant hereby covenants to forthwith advise the C~ty thereof, and in such event, the consultant shall, prior to the effective date of change or cancellation, serve substitute pohc~es furmsh~ng the same coverage The Consultant shall provide a copy of such pohcy or the declarations page of the policy or a certificate of ~nsurance, whichever ~s reasonably satisfactory, to the C~ty through its C~ty Manager s~multaneously w~th the execution of th~s Agreement IX COMPLIANCE WITH LAWS The consultant shall comply w~th all apphcable laws X, GOVERNING LAW Th~s agreement shall be governed by the laws of the State of Texas, venue and jurisdiction of any su~t or cause of acbon ans~ng under th~s agreement shall he exclusively ~n a court of competent jurisdiction s~tt~ng ~n Denton County, Texas In w~tness hereof, the C~ty of Denton, Texas, has caused th~s agreement to be executed by ~ts duly authorized C~ty Manager and Con2~,~.l.t~_t t_as executed th~s agreement through ~ts duly authorized President, dated th~s'~l~ of 2001 FOR THE CITY OF DENTON, TEXAS Attest Barbara T McCall, President Barbara T McCall Associates, Inc 1401 K Street, NW Suite 700 Washington, DC 20005 202-842-5430 Federal Employer ID # 52-1906049 Approved to legal form Dorothy Paluml~, C~ty Attorney 8