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MASTER SERVICES AGREEMENT
PHASE 1 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 MGT'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 patt 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 ( 1) year or until terminated in accordance with this Agreement.
4. TERMINATION. This Agreement or any individual SOW may be terminated with cause by either
party: (a) if the other patty materially breaches the terms of this Agreement and fails to cure the breach
within thirty (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
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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 ofits 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 HA VE 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 court 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 fmth 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 patty 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
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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 Pmties 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 parties; 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 pmty 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 comt 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, MOT'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 Parties that is reasonably understood under the
circumstances to be confidential, whether disclosed orally, in writing or marked as confidential
("Confidential Information").
The receiving party shall make all reasonable eff01ts to protect Confidential Information from disclosure to
unauthorized third parties. Confidential Information may be disclosed to third patties 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 patty; (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 patty 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, earthquake, 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 patty shall use reasonable efforts to mitigate costs and damages and to resume performance
under this Agreement.
The Parties recognize that MOT'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 MOT'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.
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12. FEES AND PAYMENT. Unless otherwise set fo1th in a SOW, all correct invoices submitted by
MGT to Client shall be due and payable upon receipt. If Client disputes an invoice or p01tion thereof in
good faith, then Client shall pay any undisputed portion and provide MGT with written notice of the dispute,
in reasonable detail, and the Parties shall promptly meet to resolve such dispute. MGT 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 patty 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 patty. Notwithstanding the foregoing,
MGT, 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, MGT, 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 ofMGT, or its permitted successive
assignees or transferees.
16. INDEPENDENT CONTRACTOR. It is expressly understood that at all times, while rendering
the Services, MGT is acting as an independent contractor and not as an officer, agent, or employee of the
Client. MGT 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, MGT, 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 opportunity 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: MGT of America Consulting, LLC Name: City of Muskegon
ATTN: Legal Notice/Contracts ATTN: LeighAnn Mikesell
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Address: 4320 West Kennedy Blvd. Address: 933 Terrace Street
Tampa, FL 33609 Muskegon, MI49440
Email: [email protected] Email: [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 counterparts may be executed by electronic signature and
delivered by scanned signature or other electronic means by any of the parties 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 ofLiability,
Governing Law, Jurisdiction, Consent to Suit, Dispute Resolution Procedure, Confidentiality, and Non-
So1icitation, of this Agreement and the payment obligations described in any SOW shall survive the
termination 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 Parties remain free to enter
into similar agreements with third patties. During the term of this Agreement, MGT may perform Services
for any other entities, so long as the performance of such services does not interfere with MGT's
performance of obligations under this Agreement and does not create a conflict of interest.
24. THIRD PARTY BENEFICIARIES. Except as specifically set forth herein, nothing in this
Agreement is intended or shall be construed to confer upon any person or entity, other than the parties
hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
IN WITNESS WHEREOF, the Patties hereto have executed this Master Services Agreement.
MGT OF AMERICA CONSULTING, LLC CITY OF MUSKEGON
Name: A. Trey Traviesa
Title:
CEO
Date:
2/29/2024
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EXHIBIT A
PROFESSIONAL CONSULTING STATEMENT OF WORK
PHASE 1
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 Patties dated February 7, 2024 ("Agreement").
SCOPE: MGT will provide services in accordance with MGT's Phase 1 Proposed Workplan litsed below.
All terms of the Phase 1 Proposal are incorporated herein by reference.
Phase 1 Proposed Workplan
Task 1.0: Client Engagement
1.1 Project Kickoff
MGT will facilitate an initial phase 1 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 repo1ting protocols
• List of potential stakeholders who might advise the project and provide valuable insight
1.2 Client Engagement
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 conduct phase 1 of an assessment of 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. This will involve a thorough review of selected internal policies, processes and procedures
and include suggestions for how to enhance these documents. To adhere to the City's budgetary
constraints for the for phase of this work, phasel of the project and organizational assessment will
take place virtually. The proposed second phase of this work will include in-person engagement and an
in-person presentation of findings.
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2.1 Analysis of Relevant Internal Policies
MGT will work with the City's project leadership to establish a comprehensive list of documents and formal
policies to be included in the equity audit. Each of these will be strategically organized for effective
assessment by our expert consultants. This assessment will include analysis of internal polices with special
emphasis on the impact of policies and practices on people from historically marginalized demographic
groups.
An equity lens will be applied to our analysis of the following topics:
• Candidate Selection
• Assessment of candidate selection practices including emergent practices around diversifying
candidate pools.
• Identification of policies and practices that are either contributing to or inhibiting the success
of people from historically marginalized backgrounds.
• Employee Lifecycle
• Evaluate opportunities for all staff including accessibility to suppmi networks, coaching, and
continuing education
• Review of performance evaluation metrics focused on equitable application ofinternal policies.
• Anti-Discrimination
• Conduct review of Equal Employment Opportunity Commission (EEOC) statement and
disability accommodation process ensure alignment with federal guidelines.
• Identification of policies and practices that are either contributing to or inhibiting the success
of people from historically marginalized backgrounds.
• Benefits
• Assess current benefits meets federal requirements (i.e., lactation break policies)
• Review for emergent practice that equitably benefits all people.
• Harassment and Retaliation
• Evaluate the anti-harassment policy and repmiing process ensuring compliance with both
emergent and established practices.
• Language and Accessibility
• Review all policies to ensure proper and equitable language in line with emergent practices.
DELIVERABLES
• Comprehensive set of policies, practices, and documents for review and analysis
• Proprietary MGT rubric and score coupled with policy maturity model related to equity and
inclusion
2.2 Self Outreach Plan
MGT will develop a phase I communication and outreach plan to ensure widespread understanding,
representative patiicipation, and authentic engagement in this important work. To maximize awareness of
the City's commitment to equity, build interest and motivation to engage in the organization's DEi-related
vision and this assessment, we will create an internal staff outreach plan to boost authentic engagement.
This staff outreach plan will provide a strategic road map for informing staff of the importance of their
participation.
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DELIVERABLE
• Employee Outreach Plan to maximize awareness and motivation for internal stakeholders to
engage in the feedback portion of the DEI assessment
2.3 Staff Engagement
MGT will design and administer an employee DEI survey. Upon completion, we will evaluate all insight
collected to ensure representative participation from all stakeholder groups and re-administer with targeted
outreach if necessary.
DELIVERABLES
• DEI Survey
• Quantitative analysis of survey results
Project Schedule
MGT proposes a timeline of 5 months, to begin February 2024 and to complete the end of June 2024.
Project Cost
Project Kickoff & Client Engagement
- Organizational Assessment
Total Fe
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MGT OF AMERICA CONSULTING, LLC CITY OF MUSKEGON
Name: A. Trey Traviesa
Title:
Date: CEO
2/29/2024
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