View the PDF version Google Docs PDF Viewer
MASTER SERVICES AGREEMENT
PHASE 2 OF PROJECT
THIS MASTER SERVICES AGREEMENT ("Agreement") is entered into as of February 7, 2024
("Effective Date") between MGT of America Consulting, LLC ("MGT"), with offices located at 4320 West
Kennedy Boulevard, Tampa, FL 33609, and City of Muskegon ("Client"), located at 933 Terrace Street,
Muskegon, MI 49440, collectively referred to herein as the "Parties."
WHEREAS, MGT offers global technological, educational, organizational and staffing consulting solutions
services to the public and private sectors;
WHEREAS, Client anticipates a need within its organization for MGT's services; and
WHEREAS, the Parties intend for this Agreement to serve as the governing, contractual basis of MGT's
provision of future project-level services to Client.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. THIS AGREEMENT AND STATEMENTS OF WORK. The Parties enter into this Agreement
to set forth the general terms and conditions that will govern MG T's provision of services to Client. Such
services will be subsequently agreed upon by the Parties in individual Statements of Work ("SOW").
Each SOW will state all details required for the proper provision of project-level services, including scope,
pricing, period of performance, and other required information ("Services") each an Exhibit A, Statement
of Work, attached hereto and incorporated into the Agreement. Unless otherwise stated in an SOW, all
Services shall be performed remotely. Each SOW will require signature by both parties to be effective.
2. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE. The contract documents
consist of this Agreement and all exhibits, attachments, amendments, and SOWs subsequently executed by
the Patties and all exhibits, attachments, amendments, and other documents made a part of the SOW
("Contract Documents"). Upon signature by the Parties, all SOWs executed during the Term shall be
considered incorporated into and made a part of this Agreement.
In the event of a conflict among the terms and conditions in this Agreement and any SOW, unless that SOW
expressly states the intention for the SOW to control with regard to the conflicting term or condition, then
this Agreement shall control. Any terms or conditions contained in documents issued by Client other than
the Contract Documents, including purchase orders, shall be voidable at MGT's discretion.
3. TERM. The term of this Agreement shall commence on the Effective Date and will continue for
a period of one (I) year or until terminated in accordance with this Agreement.
4. TERMINATION. This Agreement or any individual SOW may be terminated with cause by either
patty: (a) if the other party materially breaches the terms of this Agreement and fails to cure the breach
within thitty (30) calendar days following written notice specifying the breach, or (b) immediately upon
written notice if the other party fails to comply with applicable law or regulation.
5. INSURANCE. During the Term of this Agreement and any SOW, MGT will maintain the
minimum insurance coverages below. MGT shall provide Certificates of Insurance to Client upon request
1
and as required under SOWs.
a. Commercial General Liability $1,000,000 per occurrence
$2,000,000 annual aggregate
C. Business Automobile Liability $1,000,000 combined single-limit, non-owned
and hired. (MGT does not own autos)
d. Umbrella/Excess Liability $10,000,000 per occurrence & aggregate,
follows form
e. Worker's Compensation Per Statute
f. Employer's Liability $1,000,000 each accident
f. Professional Liability $6,000,000 aggregate
7. LIMITATION OF LIABILITY. MGT shall not be held liable for factors outside of its reasonable
control, including losses or damages as a result of Client's provision of inaccurate data, or changing laws,
regulations, political conditions.
TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE,
DATA OR DATA USE, OR LOSS OR INTERRUPTION OF BUSINESS, ARISING OUT OF ANY OF
THE TERMS OR CONDITIONS OF THIS AGREEMENT OR WITH RESPECT TO ITS
PERFORMANCE HEREUNDER, WHETHER ARISING OUT OF BREACH OF CONTRACT,
BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT
LIABILITY OR ANY OTHER THEORY. THE FOREGOING LIMITATION OF LIABILITY AND
EXCLUSION OF DAMAGES APPLIES EVEN IF A PARTY HAD OR SHOULD HAVE HAD
KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
To the extent permitted by law, except for actions or claims resulting from MGT's gross negligence or
intentional or willful misconduct, MGT's total aggregate liability to Client shall be limited to the amount
of compensation paid by Client to MGT under this Agreement in the twelve (12) months prior to the action
giving rise to liability.
8. GOVERNING LAW, JURISDICTION AND CONSENT TO SUIT. This Agreement shall be
governed by and construed and interpreted in accordance with the laws of the state of Florida, irrespective
of the choice of laws principles of the state of Florida, as to all matters including validity, construction,
effect, enforceability, performance, and remedies. Client submits itself and its property in any legal action
or proceeding relating to this Agreement to the exclusive jurisdiction of any state or federal comt within
Hillsborough County, Florida and Client hereby accepts venue in each such court.
9. DISPUTE RESOLUTION PROCEDURE. In the event of a dispute, controversy or claim by
and between the Parties arising out of matters related to this Agreement, the Parties will first attempt in
good faith to resolve through negotiation any such dispute, controversy, or claim. Either party may initiate
negotiations by providing written notice to the other party setting fo1th the subject of the dispute and the
relief requested. The recipient of such notice will respond in writing within five (5) business days with a
statement of its position on, and recommended solution to, the dispute. If the dispute is not resolved by this
exchange of correspondence, then senior management representatives of each party with full settlement
authority will meet at a mutually agreeable time and place within fifteen (15) business days of the date of
the initial notice to exchange relevant information and perspectives and to attempt to resolve the dispute.
If the dispute is not resolved by negotiation, either party may commence mediation by written request to
2
the other party. The Parties will cooperate in selecting a mediator and in scheduling the mediation
proceedings. The mediation shall take place in Tampa, Florida. The Parties will participate in the mediation
in good faith and will share equally in its costs. All offers, promises, conduct and statements, whether oral
or written, made in the course of the mediation by either of the parties, their agents, employees, experts or
attorneys, or by the mediator, are confidential, privileged and inadmissible for any purpose, including
impeachment, in any litigation or other proceeding involving the patties; provided, however, that evidence
that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a
result of its use in the mediation.
Either party may seek equitable relief prior to the mediation to preserve the status quo pending the
completion of that process. Except for such an action to obtain equitable relief, neither party shall
commence a civil action with respect to the matters submitted to mediation until after the completion of the
initial mediation session, at which time suit may be brought in any court of competent jurisdiction. The
prevailing party shall be entitled to an award of all reasonable costs, expenses, and attorneys' fees. In
addition, should the dispute under this Agreement involve the failure to pay fees, and the matter is not
resolved through negotiation or mediation, Client shall pay all costs of collection, including, but not limited
to, MGT's legal fees and costs should MGT prevail.
10. CONFIDENTIALITY. Each party shall maintain in confidence and protect from unauthorized
disclosure all information exchanged between the Patties that is reasonably understood under the
circumstances to be confidential, whether disclosed orally, in writing or marked as confidential
("Confidential Information").
The receiving patty shall make all reasonable efforts to protect Confidential Information from disclosure to
unauthorized third patties. Confidential Information may be disclosed to third parties with a need-to-know
under the circumstances and who are bound by confidentiality obligations no less restrictive than those
herein. Neither patty shall use such Confidential Information except in performance of the Services. MGT
may, however, disclose Client's name and the general nature ofMGT's work for Client sales proposals.
The above obligations of confidentiality shall not apply to the extent that the receiving party can show that
the relevant information (a) was at the time ofreceipt already in the receiving party's possession; (b) is, or
becomes in the future, public knowledge through no fault or omission of the receiving party; (c) was
received from a third-party having the right to disclose; or (d) is required to be disclosed by law.
11. FORCE MAJEURE. Neither party shall be liable or considered at fault for any delay ( except for
payment) resulting from circumstances beyond the party's reasonable control, including but not limited to
fire, flood, emthquake, elements of nature, epidemics, global pandemics, quarantines, acts of God, acts of
war, labor disputes, and supply chain disruptions ("Excusable Delays"). The delayed party shall notify the
other party in writing upon the discovery of any significant Excusable Delay. During an Excusable Delay,
the delayed party shall use reasonable efforts to mitigate costs and damages and to resume performance
under this Agreement.
The Parties recognize that MGT's ability to timely perform under a SOW is contingent upon Client's timely
provision of any agreed-upon data, personnel access, or other requirements. If Client's failure to provide to
such data, access or other requirements causes significant delays to MGT's progression of Services, and
MGT incurs losses or damages as a result, then the Patties shall negotiate and execute a SOW amendment
for an equitable adjustment to the schedule and for additional costs. MGT shall provide all substantiating
documentation of costs reasonably requested by Client in consideration for any equitable adjustment.
Excusable Delays shall not give rise to an equitable adjustment.
12. FEES AND PAYMENT. Unless otherwise set forth in a SOW, all correct invoices submitted by
3
MOT to Client shall be due and payable upon receipt. If Client disputes an invoice or portion thereof in
good faith, then Client shall pay any undisputed po1tion and provide MOT with written notice of the dispute,
in reasonable detail, and the Parties shall promptly meet to resolve such dispute. MOT may stop work after
sixty (60) days of Client's non-payment of undisputed invoiced amounts.
13. MODIFICATION. This Agreement and any SOW shall only be modified by written amendment
signed by the Parties. All signed amendments shall be deemed incorporated into this Agreement by
reference.
14. NON-SOLICITATION. During the term of this Agreement and for a period of two (2) years
following termination or expiration, neither patty shall knowingly, directly or indirectly, solicit nor
encourage the solicitation of any person who is, or was within a 12-month period prior to such solicitation,
an employee of the other party or its affiliates that became known to the other party as a result of this
Agreement, except with the prior written consent of the other party. This provision shall not restrict the
right of either patty to solicit by public adve1tisement.
15. ASSIGNMENT. Neither party may assign any rights nor delegate any duties or obligations under
this Agreement without the express written consent of the other party. Notwithstanding the foregoing,
MOT, or its permitted successive assignees or transferees, may assign or transfer this Agreement or delegate
any rights or obligations hereunder without consent: (i) to any entity controlled by, or under common
control with, MOT, or its permitted successive assignees or transferees; or (ii) in connection with a merger,
reorganization, transfer, sale of assets or change of control or ownership of MOT, or its permitted successive
assignees or transferees.
16. INDEPENDENT CONTRACTOR. It is expressly understood that at all times, while rendering
the Services, MOT is acting as an independent contractor and not as an officer, agent, or employee of the
Client. MOT shall not be required to keep specific work hours (except in the case of specific hours required
under employee leasing contracts), equipment, or a specific office, and shall use independent means and
methods for performing the Services. For all purposes, including Medicare, Social Security taxes, the
Federal Unemployment Act ("FUTA"), income tax withholding, worker's compensation, and
unemployment insurance, MOT, its personnel and contractors will be treated and deemed independent
contractors and not employees of Client.
17. NON-DISCRIMINATION/EQUAL EMPLOYMENT PRACTICES. Neither party shall
unlawfully discriminate or permit discrimination against any person or group of persons in any matter
prohibited by federal, state, or local laws. During the performance of this Agreement, neither patty or their
employees, agents, or subcontractors, if any, shall discriminate against any employee or applicant for
employment because of age, marital status, religion, gender, sexual orientation, gender identity, race, creed,
color, national or ethnic origin, medical conditions, physical disability, or any other classifications protected
by local, state, or federal laws or regulations. The parties further agree to be bound by applicable state and
federal rules governing equal employment oppo1tunity and non-discrimination.
18. NOTICES. All legal notices required by this Agreement are deemed to have been given when
notices are both (1) delivered by email to the email address below, and (2) following such email delivery,
a mailed copy of the notice is delivered to the mailing address below.
ToMGT: To Client:
Name: MOT of America Consulting, LLC Name: City of Muskegon
ATTN: Legal Notice/Contracts ATTN: LeighAnn Mikesell
Address: 4320 West Kennedy Blvd. Address: 933 Terrace Street
4
Tampa, FL 33609 Muskegon,MI 49440
Email: [email protected] Email: lei [email protected]
If the email address and mailing address is incomplete for a party, then notice shall be mailed to the address
on the first page of this Agreement.
19. SEVERABILITY. If any provision of this Agreement shall be declared illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining provisions hereof, but such illegal or
invalid provision shall be fully severable, and this Agreement shall be interpreted and enforced as if such
illegal or invalid provision had never been included herein.
20. COUNTERPARTS AND EXECUTION. This Agreement and any SOW may be executed in
counterparts, each of which when so executed shall be deemed an original and all of which together shall
constitute one and the same instrument. The counterpatts may be executed by electronic signature and
delivered by scanned signature or other electronic means by any of the patties to any other party and the
receiving party may rely on the receipt of this Agreement so executed and delivered as if the original had
been received.
21. SURVIVAL. The sections Term, Termination, Insurance, Indemnification, Limitation of Liability,
Governing Law, Jurisdiction, Consent to Suit, Dispute Resolution Procedure, Confidentiality, and Non-
Solicitation, of this Agreement and the payment obligations described in any SOW shall survive the
termi-nation or expiration of the Agreement or SOW.
22. ENTIRE AGREEMENT. This Agreement and all exhibits constitute the entire and only
agreement between the Parties. Each party acknowledges that in entering into this Agreement it has not
relied on any representation or unde1taking, whether oral or in writing, except for those expressly stated
herein. Any purchase order provided by the Client will be limited by, and subject to, the terms and
conditions of this Agreement.
23. NON-EXCLUSIVITY. This Agreement is non-exclusive, and both Patties remain free to enter
into similar agreements with third patties. During the term of this Agreement, MOT may perform Services
for any other entities, so long as the performance of such services does not interfere with MOT's
performance of obligations under this Agreement and does not create a conflict of interest.
24. THIRD PARTY BENEFICIARIES. Except as specifically set fo1th herein, nothing in this
Agreement is intended or shall be construed to confer upon any person or entity, other than the patties
hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Master Services Agreement.
MGT OF AMERICA CONSULTING, LLC CITY OF MUSKEGON
Name·
Title: A. Trey Traviesa
Date:CEO
2/29/2024
5
EXHIBIT A
PROFESSIONAL CONSULTING STATEMENT OF WORK
PHASE2
As of February 7, 2024 ("Effective Date"), MGT of America Consulting, LLC ("MGT") and City of
Muskegon ("Client") execute this Statement of Work ("SOW") pursuant to the Master Services Agreement
between the Parties dated February 7, 2024 ("Agreement").
SCOPE: MGT will provide services in accordance with MGT's Phase 2 Proposed Workplan listed below.
All terms of the Phase 2 Proposal are incorporated herein by reference.
Phase 2 Proposed Workplan
SCOPE: MGT will provide services in accordance with MGT's Phase 2 Proposed Workplan litsed below.
All terms of the Phase 2 Proposal are incorporated herein by reference.
Task 1.0: Client Engagement
1.1 Project Kickoff
Similar to phase 1, MGT will facilitate an initial meeting for key members of the project team to meet each
other, identify desired communication strategies, ensure mutual understanding of the project goals and
outcomes, identify potential barriers, and establish consensus regarding activities, timelines, deliverables,
and mutual expectations.
DELIVERABLES
• Finalized work plan and project schedule
• Description of deliverables
• Identification of key stakeholders, engagement expectations, responsibilities, and project roles
• Logistics for project management meeting schedule, agenda, and reporting protocols
• List of potential stakeholders who might advise the project and provide valuable insight
1.2 Client Engagement
As with phase 1, MGT prioritizes effective communication with our clients to maximize trust, clarity of
project progress and action steps, and ensure timely and successful execution of all components of the
project. Regular collaborative engagement in a manner that meets our clients' availability and interest
allows mutual certainty that all aspects of our work align with the organization's mission and ultimate goals.
DELIVERABLES
• Facilitation ofregular (weekly, bi-weekly, or monthly) meeting agendas and minutes
• Meeting documents including PowerPoint presentations and related materials
• Documentation of decisions made, action steps, responsibility matrix, and deadlines
Task 2.0: Organizational Assessment
MGT will continue to assess the organization to determine strengths, weaknesses, DEi understanding, and
readiness to embrace and infuse DEi through all levels of the organization's structure and operations. In
phase two, this will involve an analysis of qualitative data and other information to ensure a comprehensive
understanding of the state of the organization related to DEi.
6
2.1 Analysis of External Operations
MGT will conduct an external audit of the organization's external policies and practices. We will determine
strengths and weaknesses of the City's work and identify opp01iunities for change to elevate its success in
ensuring equity for all residents without exception to one's race, ethnicity, gender, disability, age, sexual
orientation, gender identity, or religion. This will involve a gap analysis of documented policies and
processes to ensure a comprehensive understanding of the impact of the City's work related to ensuring
equity. A sample of the items for analysis are as follows:
• External Operations
• Community engagement
• External communications
• Interactions between the Insert city/county name and its residents
• Breadth and access to community support programming
DELIVERABLE
• Gap analysis and recommendations to address shortfalls in externally facing policies
2.2 Self Outreach Plan
MGT will build on the phase I communication and outreach plan to ensure widespread engagement in this
important work.
DELIVERABLE
• Phase 2 of Employee Outreach Plan to maximize awareness and motivation for internal
stakeholders to engage in the feedback po1tion of the DEI assessment
2.3 Staff Engagement
MGT will design and administer a set of protocols to garner insight of staff and leadership perspective
regarding organizational culture, equity in the workplace, and the employee experience - building on the
phase I work. We will design and facilitate interviews and conduct focus groups of the staff, middle
managers, and leadership team. Upon completion, we will evaluate all insight collected to ensure
representative pmiicipation from all stakeholder groups and re-administer with targeted outreach if
necessary.
DELIVERABLES
• Focus Group Interview Guide and Protocol
• Qualitative analysis of interview and focus group
Task 3.0: Summary Report and Presentation
3.1 DEi Assessment Report
The assessment concludes with the delivery of a report and presentation that provides a comprehensive
synopsis of what was learned in the assessment, as well as our observations and recommendations from
internal and external stakeholders.
DELIVERABLES
• Written delivery of final report: The Current State of DEI at City of Muskegon
7
• Comprehensive list of recommendations for prioritization of actions to take to elevate equity,
access, and opportunity for City employees and stakeholders
3.2 Presentation of Findings and Recommendations
Our team will deliver an oral presentation of the project methodology, findings, recommendations, and
suggested action steps to City leaders to ensure widespread understanding and internalization of strengths,
gaps and improvement actions needed to meet the goals and performance expectations of the organization.
DELIVERABLES
• Oral presentation of final report
• Presentation materials including PowerPoint and related documents
Project Schedule
MGT proposes a timeline of 6 months. Phase 2 is to begin July 2024 and completed by December 2024.
Project Cost
8
MGT OF AMERICA CONSULTING, LLC CITY OF MUSKEGON
Name: .
Title: A. Trey Trav1esa
Date: CEO
2/29/2024
9