HomeMy WebLinkAboutContract 53614 CITY SECRETARY
CONTRACT NO. 73(o l
DECEIVED
STATE OF TEXAS MAR-5 2020
CITY OF FORT WORTH
COUNTY OF TARRANT CITYSFCRTARY
AGREEMENT
This Agreement ("Agreement") is made and entered into by and between the City of Fort
Worth ("City"), acting herein by and through its duly authorized Assistant City Manager, and
Greenberg Traurig, LLP ("Consultant"), acting herein by and through its duly authorized Member.
The City and Consultant are individually referred to as a "party," and collectively referred to as the
"parties."
For and in consideration of the covenants and promises contained herein, the parties
hereto agree as follows:
1.
General Provisions & Scope of Services
For and in consideration of the payment of the amount of money set out in Section Five
(5) below, Consultant agrees to represent the City concerning legislative and administrative
matters in the form of communications to be used during the official session of the Texas
Legislature and at other times during the term of this Agreement. More specifically, Consultant
agrees to perform the personal services described in Exhibit "A," which is attached hereto and
made a part of this Agreement for all purposes.
2.
Term of Agreement
This Agreement shall begin March 1, 2020 and terminate September 30, 2020 ("Initial
Term"), unless terminated sooner as provided herein. The City shall have the option to renew
and extend this Agreement up to two additional one-year periods. The terms and conditions of
this Agreement are subject to re-negotiation upon mutual consent of both parties at the time of
each such renewal.
3.
Point of Contact
Consultant agrees to cooperate with the City's Governmental Relations staff and the City
Manager, who shall relate to Consultant requests from the City. For purposes of this Agreement,
the term City Manager shall include the City Manager and his or her designee. Consultant will
respond to requests made by the Mayor, the Chair of the Legislative and Intergovernmental Affairs
Committee, the City Manager, and the City's Governmental Relations staff. Consultant will
coordinate all responses or actions taken on the City's behalf through the Governmental Relations
staff or appropriate City staff.
4.
Independent Contractor Status
Consultant shall perform all work and services hereunder as an independent contractor
and not as an officer, agent, servant or employee of the City. Consultant
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FT. WORTH,TX
control of, and exclusive right to control, the details of the services performed hereunder and shall
be solely responsible for the acts or omissions of his officers, agents, employees, and
subconsultants. Nothing herein shall be construed as creating a partnership or joint enterprise
between the City and Consultant, its officers, agents, employees, and subconsultants, and the
doctrine of respondeat superior shall have no application as between the City and Consultant.
5.
Payment, Expenses & Travel
In full payment and consideration for all services provided hereunder, the City shall pay
Consultant an amount not to exceed $5,000 per month. It is understood that said payments are
due and payable by City upon receipt of an invoice from Consultant. In addition, the City shall
reimburse Consultant an amount not to exceed $1,000.00 per year for approved expenses.
Unless otherwise agreed to by the parties, payment under this Agreement shall not exceed the
total amount of$36,000.00 for the seven-month Initial Term for services and expenses. In the
event the parties enter into a full-year renewal, payment under this Agreement shall not, unless
otherwise agreed to by the parties, exceed the total amount of $61,000.00 per year for services
and expenses for a full-year renewal period.
6.
Termination
Either party may terminate this Agreement for breach upon ten (10) days written notice if
the other party fails to cure such breach to the satisfaction of the non-breaching party within the
10 day time period. Either party may terminate this Agreement without cause by providing a thirty
(30) day written notice to the other party. Upon termination, all reports and other work product
prepared by Consultant hereunder whether fully or partially completed, shall become the property
of the City, and shall be returned to the City immediately at no additional cost to the City. Upon
termination, all payment obligations of the City under this Agreement shall end.
7.
Work Product
Consultant shall furnish the City periodic reports on its work at such time as the City may
request. All of the reports, information and data prepared or assembled for City under this
Agreement shall be kept confidential and shall not be made available to any individual or
organization without the prior written approval of the City, except as such disclosure may be
required by law.
8.
Conflict of Interest & Other Clients
Consultant shall inform the City of any other municipalities, counties, or transit agencies it
represents and any other of its clients that might represent a potential conflict of interest. If the
City, in its sole discretion, believes that a conflict exists, such conflict shall be discussed by
Consultant and the City and resolved to the satisfaction of the City.
Consultant shall comply with Section 305.028 of the Texas Government Code.
9.
Compliance with State Anti-Boycott Law
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Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Agreement, Consultant certifies that Consultant's
signature provides written verification to the City that Consultant: (1) does not boycott
Israel; and(2) will not boycott Israel during the term of the Agreement.
10.
Availability of Funds
In the event no funds or insufficient funds are appropriated and budgeted or are otherwise
unavailable by any means whatsoever in any fiscal period for payments due under this Agreement
including any renewal periods, then the City will immediately notify Consultant of such occurrence
and this Agreement shall be terminated on the last day of the fiscal period for which appropriations
were received without penalty or expense to the City of any kind whatsoever, except to the
portions of annual payments herein agreed upon for which funds shall have been appropriated
and budgeted or are otherwise available.
11.
Compliance with Anti-Boycotting Requirements
Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Agreement, Consultant certifies that Consultant's signature
provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of this Agreement or any renewal thereof.
12.
Notices
All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid, or by hand delivery:
City: Consultant:
City of Fort Worth Greenberg Traurig, LLP
Attn: City Manager 300 West 6th, Suite 2050
200 Texas Street Austin, Texas 78701
Fort Worth, TX 76102
with copies to:
The City Secretary, City Attorney and
Governmental Affairs Division
at the same address
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13.
Governing Law & Venue
This Agreement shall be construed in accordance with the laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, arises on the basis of any provision of
this Agreement, venue for such action shall lie in state courts, located in Tarrant County, Texas
or the Federal District courts of the Northern District of Texas.
14.
Access to Records; Audit
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine any directly pertinent
books, documents, papers and records involving transactions relating to this Agreement.
Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. The City shall give Consultant
reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontracts hereunder a provision to the
effect that the subconsultants agree that the City shall, until the expiration of three (3) years after
final payment under the subcontract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such subconsultant, involving transactions to
the subcontract, and further, that City shall have access during normal working hours to all
subconsultant facilities, and shall be provided adequate and appropriate work space, in order to
conduct audits in compliance with the provisions of this article. City shall give subconsultant
reasonable advance notice of intended audits.
15.
Liability
CONSULTANT SHALL INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS
FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, LAWSUITS, DAMAGES,
LOSSES, JUDGMENTS AND LIABILITIES, ARISING FROM CONSULTANT'S OWN
NEGLIGENCE,WRONGFUL ACTS, ERRORS, OMISSIONS, OR INTENTIONAL MISCONDUCT
AS A RESULT OF CONSUTLANT'S PERFORMANCE PURSUANT TO THIS AGREEMENT.
CONSULTANT SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING SOLELY
FROM THE CITY'S NEGLIGENCE, WRONGFUL ACTS, ERRORS, OMISSIONS OR
INTENTIONAL MISCONDUCT. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE
OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED
COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL
IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS.
16.
Review of Counsel
The parties acknowledge that each party and its counsel have had the opportunity to
review and revise this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation
of this Agreement or exhibits hereto.
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17.
Headings not Controlling
The headings appearing at the beginning of each paragraph of this Agreement are for
convenience only and do not define, limit or construe the contents of any such paragraph.
Whether expressly indicated or not, the singular usage includes the plural, and the neuter usage
includes the masculine or the feminine or both the masculine and the feminine.
18.
Waiver
The City and the Consultant may waive an obligation of or restriction upon the other under
this Agreement only in writing. No failure, refusal, neglect, delay, forbearance or omission of the
City or the Consultant to exercise any right or remedy under this Agreement or to insist upon full
compliance by the other with his, her or its obligation hereunder shall constitute a waiver of any
provisions(s) of the Agreement.
19.
Severability
Each provision of this Agreement or part thereof shall be severable. If, for any reason, any
provision or part thereof in this Agreement is finally determined to be invalid and contrary to, or in
conflict with, any existing or future law or regulation, such determination shall not impair the
operation or affect the remaining provisions of this Agreement, and such remaining provisions will
continue to be given full force and effect and bind each party. Each invalid provision or part thereof
shall be deemed not to be a part of this Agreement.
20.
Assignment
The Consultant may not assign or subcontract any of its rights or obligations without the
prior consent of the City, which consent may be withheld in the City's sole and absolute
discretion.
21.
Force Majeure
It is expressly understood and agreed by the parties that if the performance of any
obligations hereunder 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 obligated or permitted under the terms of
this Agreement to do or perform the same, regardless of whether any such circumstance is similar
to any of those enumerated or not, the party so obligated or permitted shall be excused from doing
or performing the same during such period of delay, so that the time period applicable to such
obligation shall be extended for a period of time equal to the period such party was delayed.
22.
Execution — Signature Authority; Counterparts
The person signing this Agreement hereby warrants that he or she has the legal authority
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to execute this Agreement on behalf of his or her respective party and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the entity. The
other party is fully entitled to rely on this warranty and representation in entering into this
Agreement. This Agreement may be executed in counterparts, each of which so executed shall
be deemed an original and such counterparts together shall constitute the same agreement.
23.
Entirety of Agreement
This Agreement shall be the entire, full and complete agreement between the parties
concerning the subject matter hereof and shall supersede all prior agreements. There are no valid
or binding representations, inducements, promises or agreements, oral or otherwise, between the
parties that are not embodied herein. No amendment, change, or variance of or from this
Agreement shall be binding on either party unless agreed to in writing signed by both of the parties.
M(i
Executed on this �k day of r&k 2020.
CON ULTA T: CITY O FORT WORT
t
By: _ By:
De eitu . McDanie Valerie Washington
Co- ion I Operating Shareholder Assistant City Manager
Date: 2 r Z � "� �y �Q Date: 1 4 l 'L0
CONTRACT COMPLIANCE MANAGER
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring I performance and reporting
require nts.
B W&1z O' tV
T a t son
rf Government Affairs Liaison
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ti ar Kayser, City Secrets y
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Approved as to Form and Legality:
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By:
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Denis VcElro A t. City Attorney
Contract Auth e' ation:
No M&C Req'd (City Code § 2-9.(d)(1))
Form 1295:
OFFICIAL RECORII)
Greenberg Traurig,LLP
2020 Legislative Agreement CITY SECRETARY
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F7 WORTH,TX �
EXHIBIT "A"
SCOPE OF SERVICES
1. Consultant will provide advice and counsel regarding those state agencies and
commissions which interface with the City and will promote working relationships and goodwill
between the City and key staff and board members of those state agencies and commissions,
when requested by the City.
2. During the legislative session and interim sessions, Consultant will work with City staff
to ensure attendance at relevant interim committee meetings or hearings and legislative
committee meetings or hearings and ensure that appropriate written reports are prepared.
3. Consultant will inform the City (generally by contacting the City Manager or his/her
designee) of any legislative initiatives felt to be possibly detrimental to the interests of the City,
the City's Comprehensive Plan or the City's State Legislative Agenda, as Consultant becomes
aware of any such initiative.
4. Consultant will assist the City Manager and other designated City staff in the
development and coordination of the City's legislative program.
5. Consultant will generally cooperate with City Manager or his/her designee to promote
the passage of proposed legislative initiatives included in the City Council adopted legislative
agenda/packet, in cooperation with City representatives. Consultant will assist, when requested,
in acquiring sponsors for bills in the legislative packet.
6. Consultant will assist the City Manager and other designated City staff in defeating any
legislation, amendments to legislation, appropriation or other action by the Texas Legislature that
will erode, weaken, decrease or take away the City's authority to govern the municipal affairs of
the City or that is detrimental to the interests of the City of Fort Worth.
7. Consultant will assist the City Manager and other designated City staff in the review
and analysis of pending and proposed legislation as well rule proposals by state regulatory
agencies, and provide the City with notification on issues of interest or concern on a proactive
basis.
8. Consultant will assist the City Manager and other designated City staff in the
development and evaluation of strategies for the support, defeat or amendment of pending
legislation, policy, rules and funding opportunities.
9. Consultant will assist the City Manager and other designated City staff in the
presentation of regular oral and written reports to the City Council and other stakeholders, as well
as provision of requested reports on legislative action.
10. Consultant will assist the City Manager and other designated City staff periodically
with logistical support for City Council members, City Management, City staff and the staffs
thereof while said are in Austin attending conferences or public hearings and or meetings.
11. Consultant will promote working relationships and goodwill between the City and
members of the Texas Legislature, Texas the Executive Branch, state agency leadership, state
Commission leadership, state board leadership and the staffs thereof, with particular emphasis
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on Texas House and Texas Senate leadership, key committee chairs and members, the Tarrant
County delegation and members of state agencies, state commissions and state boards.
12. Consultant will assist in introducing City Manager or his/her designee to members of
the Legislature and staff members, in particular the leadership and members of the Tarrant
County legislative delegation and members of state agencies, state commissions and state
boards.
13. Consultant will provide advice and counsel to City Manager or his/her designee, City
Council or other City staff regarding legislative strategy and provide such background information
as proponents, opponents, attitude of key legislators, and positions of related entities.
14. When requested by City Manager or his/her designee, Consultant will, communicate
with written memorandum or telephonically, summarize contacts made with state legislators, state
agency leadership, state board leadership and key staff on behalf of the City. As the need arises,
he/she will discuss with City Manager or his/her designee coverage of key legislative committee
hearings/meetings, state agency hearings/meetings, state board hearings/meetings and proposer
will attend hearings/meetings upon request, as necessary and possible.
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