HomeMy WebLinkAboutContract 49628 FORTWORTH colcT N0
February 12, 2016
Mr. Lowell Denton
Denton Navarro Rocha Bernal Hyde &Zech, PC
2517 North Main Avenue
San Antonio, TX 78212-4481
Re: Consultant Agreement ("Agreement") with the City of Fort Worth— Public Safety Labor
Negotiations with the Fort Worth Police Officers Association
Dear Mr. Denton,
This Agreement is to formalize your engagement to serve as a consultant to the City Manager for
the City of Fort Worth in connection with public safety labor negotiations with the Fort Worth
Police Officers Association. For purposes of this Agreement, you and Denton Navarro Rocha
Bernal Hyde & Zech, PC, will be referred to as "You"or"Your" and the City of Fort Worth will
be referred to as the"City"or"We."
Your January 27, 2016 proposal is incorporated by reference into this agreement and is included
in Your duties, with the understanding that Your services will be provided as a consultant to the
City Manager,rather than providing legal representation.
Your primary contact with the City will be Valerie Washington, Assistant City Manager, in the
City Manager's Office. Ms. Washington will provide You with the specific work assignments in
connection with this agreement.
The following are the additional terms and conditions of your employment:
A. Billing
1. Fees for Your services will be paid by the City at the rate of: Lowell Denton
(Partner) $350.00 per hour; Albert Pena (Partner) $270.00 per hour; Liz
Provencio (Partner) $250.00 per hour; and Paralegals $95.00 per hour. Billing
will be in tenths of an hour and itemized. Do not perform services or incur
reimbursable costs exceeding $80,000.00 without prior written approval of the
City Manager. As soon as You reasonably anticipate that Your engagement may
exceed the dollar limits, please contact Ms. Washington to discuss future
requirements.
2. Fee bills should be submitted monthly, but in no case less Ere
quarterly,to:
cP
alerie Washington Assistant City Manager N rn Z
FOFFICIALECOR ity of Fort Worth yETARY �H TX -<:x, �
OFFICE OF THE CITY ATTORNEY
The City of Fort Worth* 1000 Throckmorton Street*Fort Worth,Texas 76102 le
817-392-7600*Fax 817-392-8359
Mr.Lowell Denton
February 12,2016
Page 2
1000 Throckmorton
Fort Worth,Texas 76102
With a copy to:
Christopher A.Troutt
City Attorney's Office
City of Fort Worth
1000 Throckmorton
Fort Worth,Texas 76102
3. Fee bills should be itemized to include the following information:
a. The date of each service performed;
b. The project for which the service was performed;
C. A brief description of the service performed; and
d. The amount of time spent in performing the service
4. Please do not include past due invoice amounts in Your current billing, as such
practice will delay payment until research can be done on the past due amount.
Please stay current with Your billing. Services performed more than three months
prior to initial billing for those services will not be honored. If there is a delay in
payment, please contact Ms.Washington at(817)392-8476 to resolve.
5. The City of Fort Worth will not pay for charges relating to word processing or
computer time, except Westlaw or Lexis. If charged separately for Westlaw or
Lexis, such use must be specifically described on the detailed billing. We do not
anticipate that the services You are being retained to perform will require
extensive research,word processing or computer time.
6. The City of Fort Worth will pay for photocopying at actual cost, which will
generally not exceed $.15 per page. When feasible, large copying projects should
be sent to a copying service. Clerical time for photocopying will not be paid. We
do not anticipate that Your services will require large copying projects.
7. Telephone and delivery charges will be paid at actual cost. These services should
be used with restraint and only when necessary. The City of Fort Worth will not
pay for ordinary postage and facsimile charges.
8. We do not pay for overhead expenses. Overhead, computer time, and preparation
of fee bills are not reimbursable items unless specifically approved.
9. As You find it necessary to travel in connection with this agreement, travel
arrangements should be discussed with Ms. Washington in advance. We will
work together to schedule efficiently to reduce travel costs such as airfare,
mileage and lodging.
Mr.Lowell Denton
February 12,2016
Page 3
10. Except during travel described above, We do not reimburse for the cost of meals.
If business is conducted during a meal, appropriate charges may be made at
normal hourly rates,but charges for food,beverages,etc.,will not be reimbursed.
11. The City of Fort Worth reviews each fee and expenses bill to determine the
reasonableness of the charges and the necessity and cost-effectiveness of the
service and/or expense. In this regard, We may from time to time ask for
additional supporting information regarding Your services.
12. You will provide the certification attached as Exhibit A with each of your bills.
B. Other Conditions of Employment
Conflicts of Interest. The City of Fort Worth expects the highest ethical standards in
Your work as a consultant to the City Manager. You must be free of conflicting interests.
Please provide me with a list of potentially conflicting representations with Your
acceptance of this agreement or an affirmative statement that no potentially conflicting
representations exist. Any potential conflict must be discussed with us as soon as You
recognize its existence. Should a conflict or a potential conflict arise during Your
services hereunder, please notify the undersigned immediately so that we may meet and
resolve the matter.
We reserve the right to decide whether an actual or potential conflict exists. If, in the
City's opinion, an actual or potential conflict does exist, You will not be permitted to go
forward with your services as a consultant to the City Manager until the situation has
been resolved.
C. General Terms and Conditions
1. The term of this Agreement shall begin upon Your acceptance and end one year from
that date. This Agreement may be extended upon mutual written consent of both
parties.
2. The City may terminate this Agreement at any time for cause or for convenience of
the City by notice in writing to You. Upon the receipt of such notice, You must
immediately discontinue all services and work in connection with the performance of
this Agreement. The City will pay You for all appropriate services due and payable
at the time of such termination. You shall not be entitled to lost or anticipated profits
should the City choose to exercise its option to terminate.
3. You shall perform all work and services hereunder as an independent contractor and
not as an officer, agent or employee of the City. You shall have exclusive control of
and the exclusive right to control, the details of the work performed hereunder and all
persons performing same and shall be solely responsible for the acts and omissions of
Your agents, employees and subcontractors. Nothing herein shall be construed as
creating a partnership or joint venture between You and the City, its agents,
Mr.Lowell Denton
February 12,2016
Page 4
employees and subcontractors; and the doctrine of respondeat superior shall have no
application as between You and the City.
4. You shall not have the right to assign, sublet or transfer this Agreement without the
prior written consent of the City, and any attempted assignment, sublease or transfer
of all or any part hereof without such prior written consent shall be void.
5. This Agreement shall be construed in accordance with the laws of the State of Texas.
Should any action, at law or in equity, arise out of the terms herein, exclusive venue
for said action shall be in Tarrant County,Texas.
6. Neither party shall be liable for failure to perform its obligations under this Agreement
if the performance is delayed by reason of war; civil commotion; acts of God;
inclement weather; governmental restrictions, regulations, or interferences; fires;
strikes; lockouts, national disasters; riots; material or labor restrictions; transportation
problems; or any other circumstances which are reasonably beyond the control of the
party.
7. You shall not disclose any sensitive or confidential information provided to you by
the City. Confidential information shall be governed by the Non-Disclosure
Agreement attached hereto as Exhibit C,and incorporated herein for all purposes.
8. During the term of this Agreement, and at any time within three (3) years following
the expiration of this Agreement, the City shall have the right of access to all
information held in Your possession related to services performed under this
Agreement, for audit purposes or any other lawful purpose. You agree to provide
access to such information unless expressly prohibited from doing so by court or
other governmental order. Except in the event of an emergency, the City will provide
reasonable advance notice of any intended audits and the need for the information.
You agree that You will keep records relating to the services provided hereunder for
as long as required by law.
9. YOU AGREE TO RELEASE FROM LIABILITY, INDEMNIFY AND HOLD THE
CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM
ANY LOSS,DAMAGE LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY
AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT
NOT LIMITED TO OFFICERS, AGENTS OR YOUR EMPLOYEES OR
SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT,
ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. YOU
SHALL DEFEND AT YOUR OWN EXPENSE ANY SUITS OR OTHER
PROCEEDINGS BROUGHT AGAINST THE CITY,ITS OFFICERS,AGENTS AND
EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT
ACT,ERROR OR OMISSION;AND SHALL PAY ALL EXPENSES AND SATISFY
ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST
THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM
SUCH NEGLIGENT,ERROR OR OMISSION.
Mr.Lowell Denton
February 12,2016
Page 5
10. You shall provide the City with certificate(s)of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of
any work pursuant to this Agreement:
Professional Liability(Errors and Omissions)
$1,000,000 Each Occurrence
$1,000,000 Aggregate
If the agreement set out above is acceptable to you, please sign the Acceptance attached hereto
and return it to me. If you wish to discuss any aspect of your services further before accepting,
please call me at (817)392-8476.
Mr. Denton,we look forward to working with you. With best personal regards I am,
Sincerely yours,
Valerie Washington
Assistant City Manager
Enclosures
C: David Cooke, City Manager
Christopher A.Troutt,Assistant City Attorney ( _
Attested by:
Contract Authorization
FORT3_1 a�
Mary Kayser, e tary - 0 Date
David Cooke "F Date
City Manager AS
Approved as to Form And Legality: Form 1295 Certification No.
&,� � �-� 2w - 1, 0
C ristopher A.Troutt
Senior Assistant City Attorney
OFFICIAL.RECORD
CITY SECRETARY
FT.W.CRTH,TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee/Signature
Title
0 This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
ACCEPTANCE
To: City of Fort Worth
This is to acknowledge that I hereby agree to provide services as a consultant to the City
Manager of the City of Fort Worth with regard to the public safety labor negotiations with the
Fort Worth Police Officers Association in accordance with the terms and conditions specified in
the Consultant Agreement of February ,2016.
Lowell enton
Authorized Representative for Denton
Navarro Rocha Bernal Hyde &Zech,PC
7
Date:
EXHIBIT A
CERTIFICATION
Public Safety Labor Negotiations with the Fort Worth Police Officers Association
The attached bill of fees and expenses is submitted in compliance with the terms and conditions
of my engagement as a consultant to the City Manager. Underlying documentation for fees and
expenses will be retained for three years after payment for review by City of Fort Worth, if
requested.
Lowell Denton
Date
EXHIBIT B
CONFLICTS
Please Check One(and provide information,as needed):
XI have carefully reviewed the cases in which I am currently involved and certify that I do
of have a conflict in serving as a consultant to the City Manager for the City of Fort Worth
concerning the public safety labor negotiations with the Fort Worth Police Officers Association.
I agree to notify Assistant City Manager Valerie Washington immediately if a conflict or
potential conflict arises.
_ I have carefully reviewed the cases in which I am currently involved and have attached a
list of potentially conflicting representations.
I awelt Denton
Date
EXHIBIT C
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into between the City of Fort Worth
("City") located at 1000 Throckmorton Street, Fort Worth, Texas, 76102, and Lowell Denton,
and Denton Navarro Rocha Bernal Hyde & Zech, PC ("Recipient") with offices located at
2517 North Main Street, San Antonio, Texas 78212. For purposes of providing information for
public safety labor negotiations with the Fort Worth Police Officers Association, the City may be
disclosing sensitive, confidential or personal information ("Confidential Information" or "City-
provided Information") to the Recipient. The City would not make such disclosures without
Recipient's agreement to maintain confidential treatment of such information. It is understood
that confidential, sensitive or personal information provided by the City may be the property of
City partners, City employees or officials, as well as of City of Fort Worth, itself. Therefore, the
parties agree as follows:
1. Recipient will not disclose or use any sensitive, personal, or confidential information
from City designated orally or in writing as "Confidential" or "Sensitive" or in like
words, or which Recipient should reasonably know is sensitive or confidential, without
the prior written consent of City, and then only to the extent specified in such consent.
Recipient agrees to treat Confidential Information as it would its own Confidential
Information and to disseminate it within its own organization only to the extent necessary
for the purposes for which it has been provided and only to Recipient's employees or
consultants who are bound to maintain its confidentiality.
The Confidential Information is being disclosed for the purposes of public safety labor
negotiations with the Fort Worth Police Officers Association.
2. Such restrictions on use or disclosure of Confidential Information described in Paragraph
1 do not extend to any information which (i) is publicly known at the time of its
disclosure (ii) is lawfully received from a third party not bound in a confidential
relationship to City (iii) is published or otherwise made known to the public by City (iv)
is independently developed by Recipient or Subsidiary of the Recipient without using
Confidential Information of City or (v) is required to be disclosed pursuant to a court
order, duly authorized subpoena, or other governmental or legislative authority. In such
cases, notice must be provided to City prior to such disclosure.
3. Upon request by City, Recipient shall return all Confidential Information received,with a
letter confirming that the Confidential Information has in no way been compromised, and
that all copies have been returned.
4. This Agreement shall be binding on the parties and their successors and assigns, and shall
be governed by the laws of the state of Texas. This Agreement shall be effective for as
long as the Consultant Agreement to which it is incorporated remains effective ("Initial
Term") with respect to any Confidential Information which is disclosed by City, unless
either party notifies the other that subsequent disclosures are not to be included within the
terms of this Agreement. Recipient's duty to maintain the confidentiality of all
Confidential Information shall continue even after the Consultant Agreement has expired.
5. This Agreement specifically prohibits the Recipient from granting any access to City-
provided information to any third party. The Recipient is solely responsible to protect
access to City-provided information against any third party while the information is in the
Recipient's possession.
6. Recipient agrees that it shall store and maintain Confidential Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt Confidential Information in any way. Recipient shall notify the City
immediately if the security or integrity of any Confidential information has been
compromised or is believed to have been compromised.
7. The Recipient shall not distribute any information in any form that was in all or partly
derived from any City-provided information.
8. RECIPIENT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES
THAT THE CITY INCURS DUE TO ANY BREACH OF THIS AGREEMENT
CAUSED SOLELY BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT
RECIPIENT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO
OR DENIAL OF ACCESS TO INFORMATION ON ACCOUNT OF ANY
BREACH OF THIS AGREEMENT BY RECIPIENT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY
MEASURES TAKEN BY THE CITY. RECIPIENT, AT RECIPIENT'S OWN
COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY, ITS OFFICERS,AGENTS, SERVANTS AND/OR
EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR
OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
UNAUTHORIZED USE, DISTRIBUTION, DISCLOSURE, OR DISSEMINATION
OF CITY CONFIDENTIAL INFORMATION AND CAUSED BY THE SOLE
NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF
RECIPIENT,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
9. Recipient agrees that the City shall, during the Initial Term, and until the expiration of
three (3) years after termination or expiration of this Agreement, have access to and the
right to examine at reasonable times any directly pertinent books, data, documents,
papers and records, both hard copy and electronic, of the Recipient, and any sub-
recipient, involving transactions relating to this Agreement. Recipient agrees that the
City shall have access during normal working hours to all necessary Recipient, and any
sub-recipient facilities and shall be provided adequate and appropriate work space in
order to conduct audits to ensure compliance with the provisions of this section. The City
shall give Recipient, or any sub-recipient, reasonable advance written notice of intended
audits.
10. The terms of this Agreement shall not be waived, altered,modified,supplemented, or
amended in any manner except by written instrument signed by an authorized
representative of both the City and Recipient.
11. Recipient may not assign or in any way otherwise transfer any of its interest in this
Agreement without the express written consent of the City.
The signature below by an authorized representative of each party shall indicate acceptance and
agreement to the terns set forth herein.
CM OF FORT WORTH: LOWELL DENTON and
Denton Navarro Rocha Bernal
Hyde & Zech,PC:
RECIPIENT'
o/`t�v
David Cooke,City Manager Lowell Den n
Date Da e
Approved to Form and Legality:
Christopher A. IYoutt Date
Senior Assistant City Attorney
Mary j.Kayser,City SWTOMY
M&C Review Page I of 2
Official
CITY COUNCIL AGENDA FcRII'4'ORT
COUNCIL ACTION: Approved on 3/22/2016
DATE: 3/22/2016 REFERENCE NO.: C-27646 LOG NAME: 02DENTON 201
CODE: C TYPE: NON-CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Contract to be Paid to Lowell Denton of Denton, Navarro, Rocha, Bernal, Hyd
and Zech., P.C., in an Amount Up to $80,000.00 to Assist the City as a Consultant to the
City Manager in Fort Worth Police Labor Association Negotiations (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to enter into a contract with Lowel
Denton of Denton, Navarro, Rocha, Bernal, Hyde and Zech, P.C., in an amount up to $80,000.00 as a
consultant to assist the City Manager in regards to labor negotiations with the Fort Worth Police
Association.
DISCUSSION:
The City Manager has determined that an outside labor negotiations consultant with knowledge and
expertise in matters involving labor negotiations should be retained to assist the City Manager as a
consultant in the City's public safety labor negotiations with the Fort Worth Police Officers Association
Lowell Denton of Denton, Navarro, Rocha, Bernal, Hyde and Zech, P.C., has the required experience
labor negotiations to assist the City Manager as a consultant in those negotiations.
M/WBE Office - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Department and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the
purchase of goods or services from sources(s) where subcontracting or supplier opportunities are
negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that, upon approval of the above recommendations, funds will be ava
in the current operating budget of the General Fund. The funds will be transferred from non-departme
to City Manager's Office through the use of delegated authority for the aforementioned purpose.
TO
Fund Department Account Project Program Activity Budget Reference # Ary
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amo
ID ID Year (Chartfield 2)
10100 1 0021000 5330500 2016 $80,
http:Happs.cfwnet.org/council packet/mc_review.asp"ID=21969&councildate=3/22/2016 9/18/2017
M&C Review Page 2 of 2
Submitted for City Manager's Office by: Valerie Washington (6192)
Originating Department Head: Valerie Washington (6192)
Additional Information Contact:
ATTACHMENTS
2016 Engagement Itr MCA- Lowell Denton 2.08.16 (2).pdf
Form 1295 Certificate DNRBHZ 20160225.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21969&councildate=3/22/2016 9/18/2017
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
loft
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
I Name of business entity filing form,and the city,state and country of-the business entity's place Certificate Number:
of business. 2016-18560
Denton Navarro Rocha Bernal Hyde&Zech,P.C.
San Antonio,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/25/2016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
Consultation for Negotiations
Provide legal consultation services for the negotiations between the City of Fort Worth and the Fort Worth Police Officers
Association
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct
Signature of authorize age contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
rn n subscribed before me,by the saidbl12� i , ��, Q�-'�� this the day of Qr
��,to certify which,witness my hand and seal of office.
+r' MARY ANN FIERNAAIDEZ
_* r1 MY COMMISSION EXPIRES
r � �,,�a • Deoelf�ier 18,P018
Signature officer administering oath Printed name of officer administering oath Title of officer a ministering oa
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312