1. law, govt and politics

BOC MEETING DATE
Fulton County Board of Commissioners
Agenda Item Summary: 15-0277
04/01/2015
County Manager
Request approval of a pro bono agreement with Accenture to provide facilitation services for the
strategic planning retreat which will take place at the Georgia Institute of Technology Hotel and
Conference Center on April 16, 2015.
Requirement for Board Action (Cite specific Board policy, statute or code requirement)
Is this Item Goal Related?
Yes
(If yes, describe how this action meets the specific Board Focus Area or Goal)
No
Summary & Background
(First sentence includes Agency recommendation. Provide an executive summary of the action that gives an
overview of the relevant details for the item.)
Fiscal Impact / Funding Source
(Include projected cost, approved budget amount and account number, source of funds, and any future funding
requirements.)
Exhibits Attached
(Provide copies of originals, number exhibits consecutively, and label all exhibits in the upper right corner.)
Source of Additional Information
(Type Name, Title, Agency and Phone)
Agency Director Approval
Typed Name and Title
Phone
Signature
Date
Revised 03/12/09 (Previous versions are obsolete)
County Manager’s
Approval
March 17, 2015
Mr. Dick Anderson
Fulton County Manager
141 Pryor Street – 10th Floor
Atlanta, Georgia 30303
Re:
Facilitator: Strategic Planning Board Retreat
Dear Mr. Anderson:
Accenture (“Accenture”) is pleased to provide this Arrangement Letter confirming the services
to be provided by Accenture (the “Services”) to assist Fulton County (“Fulton County”) in
connection with serving as a facilitator for its Strategic Planning Board Retreat (the “Project”).
Background
Fulton County recently concluded a Strategic Plan term ending 2014. In addition, the County
inaugurated a newly elected Board of Commissioners (the “Board”) January 2015. As well, after
several years of Interim appointments and transitions in leadership, the Board appointed you,
Dick Anderson, as Fulton County Manager on March 5, 2015.
Fulton’s new leadership is interested in mapping a path forward with the development and
adoption of a strategic plan. Naturally, this effort will commence with and be guided by strategic
priorities. The Board anticipates these priorities will develop as an outcome of a strategic
planning retreat, facilitated by Accenture, to take place on April 16, 2015.
Fulton County’s Business Objectives
Accenture understands that Fulton County’s business objective in connection with this Project is:
to reach a consensus among the Board and with the County Manager of priorities for
transforming Fulton County Government to achieve levels of service that meet or exceed citizen
expectations at an affordable cost.
Description of Project, Scope, and Responsibilities
Description of Project
The Project will involve Accenture: gathering and analyzing organizational information
requested and provided; conducting Commissioner, employee group, and department head
Accenture
March 17, 2015
Fulton County Government
interviews; serving as a facilitator at the Board’s strategic planning retreat; and providing
deliverables as outlined below.
Description and Scope of Accenture’s Services
Accenture will provide the following Services to assist Fulton County with the Project.
 Review existing County reports on:
 Strategic plans
 Operating performance
 Citizen feedback
 Budget
 Review efficiencies report from KPMG
 Interviews
 Board members individually and the County manager
 Select department directors
 Focus groups
 3 focus groups (2 hours duration) of 20 people each selected from a cross
section of employees
 Serve as a facilitator during the strategic planning retreat on April 16, 2015
Unless otherwise agreed to in writing by the parties, the above describes Accenture’s complete
scope of Services. The work will be performed by a blended team comprised of personnel from
Accenture and Fulton County (the “Project Team”). The composition of the Project Team is
described below.
Fulton County’s Responsibilities
In addition to any other obligations described in this Arrangement Letter, Fulton County will be
responsible for:
• Coordinating meetings/interviews with Commissioners, department heads, and employee
groups,
• Securing and providing information on a venue for the retreat,
• Providing information and/or documentation requested by Accenture in connection with
Accenture’s services under this Agreement.
2
March 17, 2015
Fulton County Government
Deliverables
The following deliverables (“Deliverables”) will be produced by Accenture during the course of
this Arrangement Letter:





Agenda and facilitation of April 16 retreat
Summary of results from interviews and focus groups
Summary of review of reports/ plans/ performance information
Catalogue of transformation opportunities based on research and Accenture
experience for discussion during the retreat
Report summarizing the results of the retreat.
The parties will develop mutually agreeable acceptance criteria and procedures that will apply to
the Deliverables developed by Accenture hereunder. The only basis for acceptance of
Deliverables will be substantial conformance to such acceptance criteria, in accordance with the
acceptance procedures. The only basis for rejection of Deliverables will be the failure of the
Deliverables substantially to conform to the acceptance criteria, in accordance with the
acceptance procedures.
Project Approach, Organization, and Staffing
Project Approach
Work on the Project will be performed at times and locations determined by Accenture, except
that the team member(s) identified as facilitator(s) for the strategic planning retreat are required
to be present, attend, and facilitate the strategic planning retreat scheduled to take place at the
Georgia Institute of Technology Hotel and Conference Center on April 16, 2015 between 8:30
a.m. and 3:00 p.m.
The estimated timeframe established for overall performance of the Services is March 23, 2015
through April 30, 2015.
Organization
The Project will be under the control of Dick Anderson, Fulton County Manager, and Anna
Roach, Assistant County Manager, will serve as Project Manager. Peter Hutchinson,
Management Consulting Strategy Lead: State, Provincial and Local Government – Health and
Public Service will serve as Accenture’s project lead.
The Project Team will communicate weekly, at minimum, to discuss performance, progress, and
issues.
3
March 17, 2015
Fulton County Government
Fulton County Obligations
In addition to any other responsibilities or duties described in this Arrangement Letter, set forth
below is a list of the obligations for which Fulton County is responsible, conditions on
Accenture’s performance, and assumptions upon which Accenture has relied in agreeing to
perform the Services described in this Arrangement Letter on the terms set out herein
(collectively “Fulton County’s Obligations”). If any of Fulton County’s Obligations are not
performed or prove to be incorrect, it may cause changes to the Project schedule, Deliverables,
level of effort required, or otherwise impact Accenture’s performance of the Services described
in this Arrangement Letter, and Accenture will have no liability with respect to its inability to
perform the Services resulting therefrom.
1. Fulton County will commit the necessary resources and management involvement to
support the Project and perform the agreed upon acceptance procedures in a timely
manner.
2. Decisions to be made by the Fulton County will be made promptly and without delay.
3. Fulton County will be responsible for its operation and use of the Deliverables and for
ensuring that the Deliverables meet Fulton County’s requirements.
4. Fulton County will be responsible for its operation and use of the Deliverables, as defined
below, and for ensuring that the Deliverables meet Fulton County’s requirements. Fulton
County understands and agrees that Fulton County will be responsible for determining
whether the services and Deliverables provided by Accenture hereunder, including any
revised business processes implemented pursuant to this Arrangement Letter, (i) meet
Fulton County’s business requirements, (ii) comply with all federal, state and local laws,
ordinances, codes, regulations and policies, and (iii) comply with Fulton County’s
applicable internal guidelines, long-term goals and any related agreements.
5. Fulton County will be responsible for the performance of other contractors or vendors
engaged by Fulton County in connection with the Project, even if Accenture has been
involved in recommending or selecting such contractors or vendors, or in the monitoring
of their work.
6. Fulton County will be responsible for the contractual relationship with third parties and
for ensuring that they cooperate with Accenture.
7. Fulton County will be responsible for determining if and how it will implement any
recommendations made by Accenture.
Project Fees and Expenses
Accenture will perform its Services pro bono, meaning that Accenture will not bill Fulton
County for fees or expenses associated with the Services.
Standard Business Practices
This Arrangement Letter is subject to the terms and conditions set forth in Attachment A to this
Arrangement Letter, which is incorporated herein by this reference.
4
March 17, 2015
Fulton County Government
*
*
*
*
*
*
Accenture appreciates the opportunity to be of service to Fulton County and looks forward to
working with you on this interesting and challenging Project. I have provided you with two
signed originals of this Arrangement Letter. If it is consistent with your understanding and
acceptable to Fulton County, please sign each of the two originals and return one to me while
retaining one for your files. If you have any questions or concerns, please do not hesitate to
contact me at (612) 277-5604.
Very truly yours,
Accepted and Agreed:
ACCENTURE
John Eaves, Chairman
Fulton County Board of Commissioners
Peter Hutchinson
Senior Executive
Date __________________________________
75 5th Street,
Mark Massey, Clerk
Fulton County Board of Commissioners
NW Suite 1100
Atlanta, Georgia 30308
Address (Printed or Typed)
Date __________________________________
5
March 17, 2015
Fulton County Government
Attachment A
Standard Business Practices
This Arrangement Letter is subject to the terms and conditions set forth below:
1. Because Accenture is providing these Services pro bono (as described in the
Arrangement Letter), Accenture provides the Services and Deliverables “AS IS” without
warranties of any kind. Accenture expressly disclaims all warranties, conditions and
representations, express or implied, including any implied warranties of fitness for a
particular purpose, merchantability, informational content, systems integration, noninfringement, interference with enjoyment or otherwise.
2. The sole liability of either party to the other (whether in contract, tort, negligence, strict
liability in tort, by statute or otherwise) for any claim in any manner related to this
Arrangement Letter will in no event in the aggregate exceed $10,000. In no event will
either party be liable for consequential, incidental, indirect, special or punitive damage,
loss or expenses (including, but not limited to, business interruption, lost business, lost
profits or lost savings), even if it has been advised of their possible existence. Any
action by either party must be brought within two (2) years after the cause of action
arose.
3. Fulton County will retain responsibility for its compliance with all applicable federal,
state and local laws and regulations relating to the Project and to its use of the Services
and the Deliverables. Accenture will be responsible for compliance with all laws
applicable to its own performance of the Services or preparation of the Deliverables.
Each party will comply with U.S. export control and sanctions laws with respect to the
export or re-export of U.S.-origin goods, software and technical data, or the direct
product thereof, and each party agrees to abide by all such regulations in respect of all
information supplied by or on behalf of the other party. Prior to providing Accenture any
goods, software or technical data subject to export controls, Fulton County will provide
written notice to Accenture specifying the nature of the controls and any relevant export
control classification numbers.
4. Either party may terminate this Arrangement Letter for convenience at any time upon
five (5) days written notice to the other party, without further liability. All provisions of
this Arrangement Letter which are by their nature intended to survive the expiration or
termination of this Arrangement Letter will survive such expiration or termination.
5. Each party is an independent contractor and does not have any authority to bind or
commit the other. Nothing in this Arrangement Letter will be deemed or construed to
create a joint venture, partnership, fiduciary or agency relationship between such parties
6
March 17, 2015
Fulton County Government
for any purpose. Neither party will solicit, offer work to, employ, or contract with,
directly or indirectly, any of the other party’s Personnel during their participation in the
Services or during the twelve (12) months after the conclusion of such Services.
“Personnel” means any individual or Accenture a party employs or has employed as a
partner, employee or independent contractor and with which a party comes into direct
contact in the course of the Services. However, this Section will not apply to Personnel
who independently respond to indirect solicitations (such as general newspaper
advertisements, employment agency referrals and internet postings) not targeting such
Personnel.
6. Accenture has alliance relationships with third party product and services vendors. As
part of many such relationships, Accenture is able to resell certain products and services
and/or may receive compensation from vendors in the form of fees or other benefits in
connection with the marketing, technical and other assistance provided by Accenture.
Fulton County acknowledges that such relationships may be beneficial to Accenture and
assist in its performance of the Services hereunder.
7. This Arrangement Letter sets forth the entire understanding between the parties with
respect to its subject matter, and supersedes all prior agreements, conditions, warranties,
representations, arrangements and communications, whether oral or written, and whether
with or by Accenture, any of its affiliates, or any of their employees, officers, directors,
agents or shareholders. Each party acknowledges that it is entering into this Arrangement
Letter solely on the basis of the agreements and representations contained herein, and that
it has not relied upon any representations, warranties, promises, or inducements of any
kind, whether oral or written, and from any source. Each party acknowledges that it is a
sophisticated business entity and that in entering into this Arrangement Letter it has had
the opportunity to consult with counsel of its choosing. This Arrangement Letter may be
executed by facsimile and in any number of counterparts, each of which will be
considered an original for all purposes, and all of which when taken together will
constitute one agreement binding on the parties, notwithstanding that both parties are not
signatories to the original or the same counterpart. This Arrangement Letter may not be
modified or amended except by the mutual written agreement of the parties. Any
purchase order issued by the Fulton County will be for its administrative purposes only
and none of its terms and conditions will be of any force or effect against Accenture.
Nothing in this Agreement is intended or will be construed to confer on any party (other
than Fulton County and Accenture) any rights, benefits or remedies of any kind, and no
other party will be deemed to be a third party beneficiary.
8. Neither party may assign this Arrangement Letter without the prior written consent of the
other, which consent will not be unreasonably withheld or delayed. If a court of
competent jurisdiction or arbitral panel finds any term or provision of this Arrangement
Letter to be invalid, illegal or otherwise unenforceable, such term or provision will not
affect the other terms or provisions of this Arrangement Letter. Such term or provision
will be deemed modified to the extent necessary, in the court’s or panel’s opinion, to
render such term or provision enforceable while preserving to the fullest extent
7
March 17, 2015
Fulton County Government
permissible, the intent and agreements of the parties set forth in this Arrangement Letter.
Upon such modification, the rights and obligations of the parties will be construed and
enforced in accordance with such modification.
9. Any notice or other communication provided under this Arrangement Letter will be in
writing and will be effective either when delivered personally to the other party, or five
(5) days following deposit of such notice or communication into the United States mail
(certified mail, return receipt requested), or upon delivery by overnight delivery service
(with confirmation of delivery), addressed to such party at the address set forth in this
Arrangement Letter. Either party may designate a different address by notice to the other
given in accordance with this Arrangement Letter.
10. Neither party will be liable for any delays or failures to perform due to causes beyond
that party’s control.
11. Fulton County will not use Accenture’s name outside Fulton County’s organization
without Accenture’s express written consent, which may be withheld by Accenture in its
sole discretion. Because Accenture is providing the Services pro bono, Fulton County
hereby agrees that Accenture may use Fulton County’s name in Accenture’s marketing
materials, advertisements, and proposals. Accenture’s use of such name will be subject
to Fulton County’s policies which Fulton County communicates to Accenture.
12. No waiver of any provision of this Arrangement Letter will be effective unless it is in
writing and signed by the party against which it is sought to be enforced. The delay or
failure by either party to exercise or enforce any of its rights under this Arrangement
Letter is not a waiver of that party’s right to later enforce those rights, nor will any single
or partial exercise of any such right preclude any other or further exercise of these rights
or any other right.
13. This Arrangement Letter will be governed by and construed in accordance with the laws
of Georgia, without giving effect to conflict of law rules. To the extent it may be
applicable, the parties expressly agree to exclude the application of the U.N. Convention
on Contracts for the International Sale of Goods (1980) to this Arrangement Letter.
8