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Contract 37686
Ci TY SECRETARY CONTRACT ND PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and Crowe Horwath .LP ("Consultant"), an Indiana limited liability partnership and acting by and through Bert G. Nuehring, its duly authorized representative. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of augmenting City staff for completion of the City's 2007 and 2008 Comprehensive Annual Financial Reports (CAFR). Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. This service will be provided in accordance with the Standards for Consulting Services established by the American Institute of Certified Public Accountants. The extent and sufficiency of the services and procedures to be performed will be determined with the City and are the sole responsibility of the management of the City. 2. TERM. This Agreement shall commence upon September 15, 2008 ("Effective Date"), and shall remain in effect until all services have been provided as contemplated in the Agreement, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $930,000.00 ("Contract Amount") in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION, 4.1. Default. In the event of a default, the defaulting party must be given written notice specifying the event of default and a minimum of thirty (30) days to cure such default the "cure period"). If the default is not cured within the cure period to the satisfaction of the non -defaulting, then the non -defaulting party shall have the right to terminate the Agreement immediately upon written notice. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate 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 as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the completion of all services contemplated herein, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any any invoices, workpapers, including but not limited to documents and information retained by Consultant to support processes, procedures, and conclusions reached by Consultant, timesheets and any relevant records of the Consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space 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 subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any any invoices, workpapers, including but not limited to documents and information retained by Consultant to support processes, procedures, and conclusions reached by Consultant, timesheets and any relevant records of the subcontractor involving transactions relating to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIMITATION OF LIABILITY AND INDEMNIFICATION. EXCEPT FOR TANG/BLE PROPERTY DAMAGE CLA/MS OR PERSONAL INJURY CLA/MS, INCLUDING DEATH, CONSULTANT'S LIABILITY TO CITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE LEGAL THEORY OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THREE (3) TIMES THE TOTAL CONTRACT AMOUNT. THIS L/M/TA T/ON OF L/AB/L/TYIS INTENDED TOAPPL Y TO THE FULL EXTENTALL OWED BY LAW. THIS LIMITATION OF LIABILITY SHALL ALSO APPLYAFTER TERMINATION OF THIS AGREEMENT CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS, FOR EITHER TANGIBLE PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificates) 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: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non - owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability (Errors &Omissions) including Technology Liability $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Professional Liability policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. (a) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City Manager's Office prior to Consultant proceeding with any work pursuant to this Agreement. The Commercial General Liability and Auto Liability policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term "City" shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (b) Consultant shall endeavor to provide a minimum of thirty (30) days notice of cancellation or reduction in limits of coverage to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultant's insurance policies. Notices shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Each party agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: City of Fort Worth Attn: Karen L. Montgomery Assistant City Manager/CFO 1000 Throckmorton Street Fort Worth, Texas 76102-6311 Facsimile: (817) 392-6134 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: Crowe Horvath LLP Attn: Bert G. Nuehring Executive 4545 Fuller Drive, Suite 404 Irving, Texas 75014 Facsimile: 214-614-2401 Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver A the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW /VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE, The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. CHANGES IN LAWS REGULATIONS OR RULES. Consultant may periodically communicate changes in laws, regulations, or rules to the City. However, the City has not engaged the Consultant to and Consultant does not undertake an obligation to advise the City of changes in laws, regulations, rules, industry or market conditions, the City's own business practices, or other circumstances, except to the extend required by professional standards. No advice Consultant may provide should be construed to be investment advice. 21. MEDIATION. If a dispute arises in whole or in part, out of or related to this engagement, or after the date of this agreement, between the City and the Consultant, and if the dispute cannot be settled through negotiation, the City and the Consultant agree first to try in good faith to settle the dispute by non -binding mediation administered by the American Arbitration Association under its mediation rules for professional accounting and related services disputes before resorting to litigation or other dispute -resolution procedure. 22. NO PUNITIVE OR CONSEQUENTIAL DAMAGES. Any liability of either party to the other party shall not include any special, consequential, incidental, punitive, or exemplary damages or loss nor any lost profits, savings, or business opportunity. 23. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 24. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised 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. 25. AMENDMENTS /MODIFICATIONS /EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. on ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 27. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the 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. 28. AFFILIATES. Crowe Horvath LLP is a member of Horvath International Association, a Swiss association (Horwath). Each member firm of Horwath is a separate and independent legal entity. Crowe Horwath LLP and its affiliates are not responsible or liable for any acts or omissions of Horvath or any other member of Horwath and specifically disclaim any and all responsibility or liability for acts or omissions of Horwath or any other member of Horwath. Horwath does not render any professional services and does not have an ownership or partnership interest in Crowe Horwath LLP. Horwath and its other member firms are not responsible or liable for any acts or omissions of Crowe Horwath LLP and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe Horwath LLP. Notwithstanding anything to the contrary in this section, in the event that Crowe Horwath assigns or subcontracts any portion of this Agreement to a Horwath Affiliate, such assignment or subcontract shall be subject to the other terms of this Agreement. [Signature page follows] IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this ;_: day of September, 2008. CITY OF FORT WORTH: By: L'('U�w CA 4^1 Karen L. Montgome Assistant City Manager/CFO )ate: F/ '? OF ATTEST: M y Hendrix S Cityecretary APPROVED AS TO FORM AND LEGALITY: B ?J-P Maleshia Farmer Assistant City Attorney CONTRACT AUTHORIZATION: M&C: C-230Or) Date Approved: September 9, 2008 j'��. I Amm'04A q IjAic CROWE HORWATH LLPa By: Bert G. Nuehring Executive Date: q1 zN ag OFFICIAL RECORD CITY SECRETARY T. WORTH, TX EXHIBIT A STATEMENT OF WORK 1. Oversee and direct the efforts of four City accounting staff, and provide additional governmental accountants, as needed, to produce and publish the fiscal year (FY) 2007 CAFR (Comprehensive Annual Financial Report) by January 31, 2009. The Consultant will not be required to bear the responsibility for the audit opinion. The Consultant shall make every effort to provide timely and accurate information that would result in an unqualified opinion. 2. Oversee and direct the efforts of four City accounting staff, and provide additional governmental accountants, as needed, to produce and publish the FY 2008 CAFR by June 30, 2009, The Consultant will not be required to bear the responsibility for the audit opinion. The Consultant shall make every effort to provide timely and accurate information that would result in an unqualified opinion. 3. Provide documentation of procedures, roles, and responsibilities of staff to assist with subsequent CAFRs in order that projects can be completed in-house in a timely manner, or specified timeframe established by the City, whichever is the earliest date. The review and approval of CAFR preparation procedures, roles, and responsibilities documentation shall not delay or hinder CAFR production. The procedures, roles, and responsibilities documentation shall be delivered to the City Manager's Office by July 31, 2009, and delivered in the following formats: (a) Five printed copies on 8.5 inch by 11 inch, bright white 20 pound paper, bound in three-ring binders with a table of contents (including book numbers if multiple binders used to make a set) and dividers for each of the 11 major work processes required. Font shall be Arial 12 point. Pages shall have one -inch margins top, bottom and sides with headers and footers at one-half inch. Pages shall be numbered "Page X of Y," centered at the bottom of each page where X is the actual page number and Y shall be the total number of pages that make up the document. If multiple binders are needed for each copy, the binders shall be labeled "Book X of Y" where X is the binder number and Y is the total number of binders in the set. (b) Ten compact discs (CD) in hard plastic cases, CDs and cases shall be clearly and professionally labeled "City of Fort Worth Comprehensive Annual Financial Report Procedures, Roles, and Responsibilities" with the documentation saved on the CDs in Microsoft Word° format, readable by and transferable to City computer equipment. Text shall include a Table of Contents and section headings. (c) The City shall own all rights to the final work product produced and delivered to the City by the Consultant. 4. The services provided by the Consultant for each CAFR shall include: (a) Reconcile Significant Balance Sheet Accounts Across Funds (b) Assist the City to record Fixed Asset Additions, Deletions, and Depreciation (c) Revenue and Expenditure Variance Analyses Across Funds (d) Prepare and deliver to the City six printed copies and two electronic versions on CDs of the CAFR Draft (e) Finalize and Prepare Auditor Required PBC Schedules (f) Respond to Auditor Questions and Requests for Additional Information (g) Finalize, and deliver to the City six printed copies and two electronic versions on CDs of the Final CAFR 5. Project Phases (a) Phase 1 -Plan the Project (organize the effort) Task 1 —Entrance Conference ii. Task 2 —Project Plan Development Deliverable: Project Plan with Engagement Timeline (b) Phase 2 — 2007 CAFR Preparation Task 1 —Reconciliation Assistance and Year-end closeout Procedures Task 2 —Posting of GASB 34 and Consolidating Entries Task 3 —Creation of CAFR document and Related Single Audit Report schedules iv. Deliverables: 1. Draft 2007 CAFR 2. Single Audit Schedules 3. Draft Schedule of Expenditures of Federal Awards (SEFA) 4. PBC Schedules 5. Audit -related Lead Schedules and Working papers (c) Phase 3 - Audit Assistance, 2007 CAFR Task 1 — Audit Readiness Assessment Task 2 —Preparation of Supporting Audit Documents . Task 3 —Audit Process Assistance iv. Task 4 —Audit Resolution Documents v. Deliverables: 1. Final 2007 CAFR 2. PBC Schedules 3. Audit -related Lead Schedules and Working Papers 4. Audit Documentation 5. Audit Finding Responses (d) Phase 2 - 2008 CAFR Preparation Task 1 —Reconciliation Assistance and Year-end closeout Procedures ii. Task 2 —Posting of GASB 34 and Consolidating Entries Task 3 —Creation of CAFR document and Related Single Audit Report schedules iv. Deliverables: 1. Draft 2008 CAFR 2. Single Audit Schedules 3. Draft Schedule of Expenditures of Federal Awards (SEFA) 4. PBC Schedules 5. Audit -related Lead Schedules and Working papers (e) Phase 3 -Audit Assistance, 2008 CAM Task 1 —Audit Readiness Assessment ii. Task 2 —Preparation of Supporting Audit Documents 0 Task 3 —Audit Process Assistance iv. Task 4 — Audit Resolution Documents v. Deliverables: 1. Final 2008 CAFR 2. PBC Schedules 3. Audit -related Lead Schedules and Working Papers 4. Audit Documentation 5. Audit Finding Responses (f) Phase 4 Recommendations and Knowledge Transfer Task 1 —Document the Process and Roles ii. Task 2 —Develop the Process Recommendations iii. Task 3 —Present Process Tools and Recommendations iv. Deliverables: 1. CAFR Preparation Tools 2. Audit Preparation Tools 3. CAFR Preparation Procedures City Responsibility (a) The City agrees to make all management decisions and perform all management functions; designate an individual who possesses suitable skill, knowledge, and /or experience, preferably within senior management to oversee the Consultant's services; evaluate the adequacy and results of the services performed; accept responsibility for the results of the services; and establish and maintain internal controls, including monitoring ongoing activities. (b) The City agrees to provide the Consultant timely with information requested and to make City employees available for the Consultant's questions. The City will provide at least four dedicated City employees who will each work a maximum of 50 hours per week during this engagement. The dedicated employees shall possess the experience level stated in the RFP. The dedicated City employees will report to Karen Montgomery, Assistant City Manager/CFO during this engagement. The dedicated employees shall be allowed the following vacation time off work during the engagement: Stephen Nesbitt - Sept. 15: (8-12); 22: (8-12); 29: (8-12); Oct 6: (8- 12); Nov. 24,25,26; Dec. 26,29,30,31 plus 10.5 hrs of CPE before 12/31/08 ii. Matthew Quinn - Sept. 15: (8-12); 22: (8-12); 29: (8-12); Oct 6: (8- 12); Oct. 24; Nov. 24-26; June 5 (8-12) plus any Dr. appointments for kids iii. Tony Rousseau -Sept. 15: (8-12); 22: (8-12); 29: (8-12); Oct 6: (8- 12); Jan. 6 (1/2 day till noon); March 16 — 20 plus any Dr. appointments for kids iv. Ken Stewart -Sept. 15: (8-12); 22: (8-12); 29: (8-12); Oct 6: (8-12); Oct. 7.10; part-time maybe Oct. 13-17 Additional time off for the dedicated employees will be allowed by mutual consent of the City and the Consultant. (c) The City will provide the Consultant's personnel with access to the Internet. Consultant agrees to execute the City's Limited Access Agreement, attached as Exhibit "C" to this contract in order to gain access to the Internet while working on this project. (d) The City will have all bank reconciliations prepared on a current basis with appropriate reconciling items and all corrections made to the City's general ledger. The City will also ensure that all cash basis transactions are accounted for and recorded in the City's general ledger. The Consultant is not expected to compile information for unrecorded cash transactions. The City maintains bank account, investment account and subsidiary ledgers in a format that can be audited and that can support the transactions in the City's general ledger. (e) The City will assist the consultant by gathering relevant information, including: source documents, financial transactions from MARS, information from contractors, actuarial studies, arbitrage calculations, escrow verifications, economic gains or losses, grant agreements and grant documentation. All original source documentation is available in order to prepare reconciliations, audit schedules and the CAFR. If original source documentation is not available, the City assumes responsibility to resolve the issue. City staff will cooperate with requests for information such as explanation of account activity and changes in account activity from one year to the next. (f) City staff will record all adjusting journal entries into the City's general ledger. The Consultant shall identify affected fund account centers (in accordance with the City's Chart of Accounts), the dollar amounts and the dollar amounts of entries needed. The Consultant shall provide written explanations for entries needed. (g) The City is responsible for the completeness of the accounting records and the underlying supporting documentation. The regular transactions of the City have been posted to the ledgers and that the trial balances are complete with the exception of the items that the City explained in its responses to the questions submitted during the RFP process. (h) Beginning fund equity amounts will be reconcilable to prior year audited ending fund equity. PAYMENT SCHEDULE Payments shall be made by the City on a net 30 days basis following receipt of a valid invoice from the Consultant according to the following schedule. Invoices shall be computer -generated or typewritten and shall include the City's contract number, the release purchase order number, the deliverable item provided, proof of acceptance of the deliverable by the City in the form of Exhibit "D" attached hereto and the proper dollar amount for that item. Amounts listed in the payment schedule below shall include all costs and fees including all out-of-pocket costs as listed in the Consultant's proposal dated July 31, 2008. 1. City acceptance of Deliverable: Project Plan with Engagement Timeline - $761000.00 2. City acceptance of Deliverables: Phase 2 - 2007 CAFR, including Draft CAFR, Single Audit Schedules, Draft Schedule of Expenditures of Federal Awards (SEFA), PBC Schedules, Audit -related Lead Schedules and Working papers - $203,500,00, divided as follows: a. PBC Schedules, Audit -related Lead Schedules and Working papers $95,000 b. Single Audit Schedules $24,500 c. Draft Schedule of Expenditures of Federal Awards (SESA/SEFA) $34,000 d. Draft CAFR $50,000 3. City acceptance of Deliverables: Phase 3 -Audit Assistance 2007 CAFR including Final 2007 CAFR and Audit Documentation, Audit Finding Responses - $177,500.00, divided as follows: a. Audit Documentation $107,000 b. Audit Finding Responses $20,500 c. Final 2007 CAFR $50,000 4. City acceptance of Deliverables: Phase 2 - 2008 CAFR, including Draft CAFR, Single Audit Schedules, Draft Schedule of Expenditures of Federal Awards (SEFA), PBC Schedules, Audit -related Lead Schedules and Working papers - $179,500.00, divided as follows: a. PBC Schedules, Audit -related Lead Schedules and Working papers $80,500 b. Single Audit Schedules $25,000 c. Draft Schedule of Expenditures of Federal Awards (SESA/SEFA) $24,000 d. Draft CAFR $50,000 5. City acceptance of Deliverables: Phase 3 - Audit Assistance 2008 CAFR including Final 2008 CAFR, Audit Documentation, Audit Finding Responses - $179,500.00, divided as follows: a. Audit Documentation $109,500 b. Audit Finding Responses $20,000 c. Final 2008 CAFR $50,000 6. Delivery by Consultant and Acceptance by the City of Phase 4 -CAFR Preparation Tools, Audit Preparation Tools, CAFR Preparation Procedures- $114,000.00, divided as follows: a. Draft Procedures $25,000 b. Draft CAFR Preparation Tools $25,000 c. Audit Preparation Tools $30,000 d. Final Procedures, CAFR Preparation Tools, and Audit Preparation Tools, $34,000 EXHIBIT C LIMITED ACCESS AGREEMENT This LIMITED ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and CROWE HORWATH LLP, ("Contractor"). The following statements are true and correct and form the basis of this Agreement: WHEREAS: A. The City owns and operates a file server computer system and network (collectively the "Network"). Contractor wishes to have access to the City's network. B. Contractor wishes to perform activities as defined in the Professional Services Agreement for Staff Augmentation for Completion of the City's 2007 and 2008 Comprehensive Annual Financial Reports and as provided for in City Secretary Contract No, together with any amendments, appendixes or future statement(s) of work. C. In order to perform the necessary duties, Contractor needs access to the Internet. D. The City is willing to grant Contractor access to the Network, subject to the terms and conditions set forth in this Agreement, and in the City's standard outside connections policy, ("Extranet Standard") attached as Exhibit "A" and hereby incorporated by reference and made a part of this Agreement for all purposes herein. NOW, THEREFORE, the City and Contractor hereby agree as follows: 1. GRANT OF LIMITED ACCESS. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing services as set forth in Section B above. The City will provide Contractor with a password and access number or numbers as necessary to perform Contractor's duties. 2. NETWORK RESTRICTIONS. 2.1. Contractor may not share any passwords or access number or numbers provided by the City except with Contractor's officers, agents, servants or employees who work directly with this project. 2.2. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. 2.3. A breach by Contractor, its officers, agents, servants or employees, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data in addition to any other remedies that the City may have under this Agreement or at law or in equity. 2.4. The City may terminate this Agreement at any time and for any reason. 3. LIABILITY AND INDEMNIFICATION. 3.1 EXCEPT FOR TANGIBLE PROPERTY DAMAGE CLAIMS OR PERSONAL INJURY CLAIMS, INCLUDING DEATH, CONSULTANT'S LIABILITY TO CITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE LEGAL THEORY OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THREE (3) TIMES THE TOTAL CONTRACT AMOUNT. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY TO THE FULL EXTENT ALLOWED BY LAW. THIS LIMITATION OF LIABILITY SHALL ALSO APPLYAFTER TERMINATION OF THIS AGREEMENT. 3.2 CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 3.3 CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER TANGIBLE PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF %ONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 4. AMENDMENTS. 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 Contractor. 5. ENTIRE AGREEMENT. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. In the event of conflict between this Agreement and [CSC No. ], as it relates to Network access, this Agreement shall control. 6. CONFIDENTIAL INFORMATION. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 7. RIGHT TO AUDIT 7.1 Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any invoices, workpapers, including but not limited to documents and information retained by Consultant to support processes, procedures, and conclusions reached by Consultant, timesheets and any relevant records of the Consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. 7.2 Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any invoices, workpapers, including but not limited to documents and information retained by Consultant to support processes, procedures, and conclusions reached by Consultant, timesheets and any relevant records of the subcontractor involving transactions relating to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 8. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this day of September, 2008. CITY OF FORT WORTH: By: Karen L. Montgomery U Assistant City Manager/CFO °�'� ATTEST: By: Marty, endrix / City Secretary APPROVE ( ^ Riv.• Maleshia Firmer Assistant City Attorney AND LEGALITY: CONSULTANT: By: Bert G. Nuehring Executive ATTEST: FT. WWRIAH7 TX EXHIBIT "A" TO LIMITED ACCESS AGREEMENT EXTRANET STANDARD Overview The purpose of this standard is to establish the requirements under which third party organizations may connect to the City of Fort Worth networks for the purpose of transacting City business. The standards listed are specific activities required by Section 2.2 of the City of Fort Worth Information Security Policy, Scope Connections between third parties that require access to non-public City of Fort Worth resources fall under this standard, regardless of whether a telecommunications circuit (such as frame relay or ISDN) or Virtual Privacy Network (VPN) technology is used for the connection. Connectivity to third parties such as the Internet Service Providers (ISPs) that provide Internet access for the City of Fort Worth or to the Public Switched Telephone Network do not fall under this standard. Standard Security Review All new extranet connectivity will go through a security review with the Information Security department (IT Solutions). The reviews are to ensure that all access matches the business requirements in a best possible way, and that the principle of least access is followed. Third Party Connection Agreement All new connection requests between third parties and the City of Fort Worth require that the third party and the City of Fort Worth representatives agree to and sign a third party agreement. This agreement must be signed by the Director of the sponsoring organization as well as a representative from the third party who is legally empowered to sign on behalf of the third party. The signed document is to be kept on He with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs are to be kept on file with IT Solutions. Business Case All production extranet connections must be accompanied by a valid business justification, in writing, that is approved by a project manager in IT Solutions. Lab connections must be approved by IT Solutions. Typically this function is handled as part of a third party agreement. The sponsoring organization must designate a person to be the Point of Contact (POC) for the Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions of this policy and the third party agreement that pertain to it. In the event that the POC changes, IT Solutions must be informed promptly. ESTABLISHING CONNECTIVITY Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third party are to file a new site request with IT Solutions to address security issues inherent in the project. If the proposed connection is to terminate within a lab at the City of Fort Worth, the sponsoring organization must engage IT Solutions. The sponsoring organization must provide full and complete information as to the nature of the proposed access to the extranet group and IT Solutions, as requested. All connectivity established must be based on the least -access principle, in accordance with the approved business requirements and the security review. In no case will the City of Fort Worth rely upon the third party to protect the City of Fort Worth's network or resources. MODIFYING OR CHANGING CONNECTIVITY AND RCCESS All changes in access must be accompanied by a valid business justification, and are subject to security review. Changes are to be implemented via corporate change management process. The sponsoring organization is responsible for notifying IT Solutions when there is a material change in their originally provided information so that security and connectivity evolve accordingly. TERMINATING ACCESS When access is no longer required, the sponsoring organization within the City of Fort Worth must notify IT Solutions, which will then terminate the access. This may mean a modification of existing permissions up to terminating the circuit, as appropriate. IT Solutions must conduct an audit of their respective connections on an annual basis to ensure that all existing connections are still needed, and that the access provided meets the needs of the connection. Connections that are found to be deprecated, and/or are no longer being used to conduct the City of Fort Worth business, will be terminated immediately. Should a security incident or a finding that a circuit has been deprecated and is no longer being used to conduct the City of Fort Worth business necessitate a modification of existing permissions, or termination of connectivity, IT Solutions will notify the POC or the sponsoring organization of the change prior to taking any action. Definitions Circuit For the purposes of this policy, circuit refers to the method of network access, whether it's through traditional ISDN, Frame Relay etc. or via VPN encryption technologies. Sponsoring Organization The City of Fort Worth organization that requested that the third party have access to the City of Fort Worth network. Third Party A business that is not a formal or subsidiary part of the City of Fort Worth. EXHIBIT D Acceptance Form Services Delivered: Milestone /Deliverable Ref. #: Milestone /Deliverable Name: Unit Testing Completion Date: Milestone /Deliverable Target Completion Date: Milestone /Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Contractor: Signature: Printed Name: Title: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: Approved by Director: Signature: Printed Name: Title: Date: Client#: 31304 CROWCHIZ Q CERTIFICATE OF LIABILITY INSURANCE osi22/os°"YYY' A ■ \DTM PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Chicago Risk Management ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HUB International Midwest Limited HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 55 East Jackson Boulevard Chicago, IL 60604 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERA: Hartford Insurance Group 29424 Crowe Horwath, LLP INSURER B: Federal Insurance Company 20281 320 East Jefferson Blvd INSURER C: South Bend, IN 46601 INSURER D: INSURER E: �il�l�c7e�c THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. S LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DD/YY POLICY EXPIRATION DATE MMIDD/YY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE 51 OCCUR 83UUNZ05916 04/01/08 04/01/09 EACH OCCURRENCE $1 1 000 1 000 DAMAGE TO RENTED PREMISES Ea occurrence) $19000 000 MED EXP (Any one person) $10 000 PERSONAL & ADV INJURY $1 000 000 GENERAL AGGREGATE s2,000,000 PRODUCTS - COMP/OP AGG s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY X j Roi X LOC A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS Drive Other Car 83UUNZ05916 04/01/08 04/01/09 COMBINED SINGLE LIMIT (Ea accident) $1,000r000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X X PROPERTY DAMAGE (Per accident) $ X GARAGE LIABILITY ANY AUTO AUTO ONLY- EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ B EXCESS/UMBRELLA LIABILITY X OCCUR El CLAIMS MADE DEDUCTIBLE RETENTION $ 93631253 04/01/08 04/01/09 EACH OCCURRENCE s5,000,000 AGGREGATE $,5,000 000 $ $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below 83WBII9894 04/01/08 I 04/01/09 X TUS TNC ORY LAMIT 'TH OER E.L. EACH ACCIDENT s500,000 E.L. DISEASE - EA EMPLOYEE $500,000 E.L. DISEASE - POLICY LIMIT $5001000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS *The certificate holder is an Additional Insured as regards General Liability for operations performed by the Named Insureds. City of Fort Worth Attn: Karen Montgomery Asst. City Mgr./CFO 1000 Throckmorton Street Fort Worth, TX 76102-6311 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL __30_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR ACORD 25 (2001/08) 4 of 2 4fS181526/M173612 CKG ©ACORD CORPORATION 1988 If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001/08) 2 of 2 #S181526/M173612 CERTIFI PRODUCER Aon Insurance Services 300 South Wacker Drive, Suite 700 Chicago, IL 60606 Crowe Horvath LLP 330 East Jefferson Blvd. South Bend, IN 46624 TE OF INSURANCE ( llAT8 08/25/0 /YY) 25/08 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. A Co 0 NG COVERAGE I D COVERAGES' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CnNnITIONS nF SI ICH POI ICIFR I IMITR RHnWN MAY HAVF RFFN RFnt1CFn RY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDDIYY POLICY EXPIRATION DATE (MM/DD/YY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE ❑ OCCUR OWNER'S CONT. PROT, GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG. $ PERSONAL & ADV. INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MED EXP. (Any one person) $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIREDAUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM EACH OCCURRENCE $ AGGREGATE $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR/PARTNERS/ INCL EXECUTIVE/OFFICERS ARE: EXCL STATUTORY LIMITS EACH ACCIDENT $ DISEASE - POLICY LIMIT $ DISEASE - EACH EMPLOYEE $ A OTHER Professional Liability Insurance ABF-188122303 8/25/2008 8/25/2009 Annual Aggregate $1,000,000 CERTIFICATE HOLDER ' CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL _45_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. • • •' DATE: Tuesday, September 23, 2008 LOG NAME: 13P08-0177R REFERENCE NO.: **C-23059 SUBJECT: Approve Correction of M&C C-23029 to Correct the Name of the Consultant from Crowe Chizek and Company, LLC, to Crowe Horvath, LLP RECOMMENDATION: It is recommended that the City Council approve correction of M&C C-23029 to correct the name of the consultant from Crowe Chizek and Company, LLC, to Crowe Horvath, LLP. DISCUSSION: On September 9, 2008, the City Council approved M&C C-23029 for the execution of a contract for staff augmentation for completion of Comprehensive Annual Financial Reports for Fiscal Years 2007 and 2008. The consultant's name was listed as Crowe Chizek and Company, LLC. However, the City was notified just prior to Council approval of the M&C on September 9, 2008, that the correct consultant's name is Crowe Horvath, LLP. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this transaction will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office bv: Karen Montgomery (6222) Originating Department Head: Lena Ellis (8517) Additional Information Contact: Jack Dale (8357) Logname: 13P08-0177R Page 1 of 1 • • - , DATE: Tuesday, September 09, 2008 LOG NAME: 13P08-0177 REFERENCE NO.: C-23029 SUBJECT: Authorize Execution of a Contract for Staff Augmentation Services for Completion of Comprehensive Annual Financial Reports for Fiscal Years 2007 and 2008 with Crowe Chizek and Company, LLC, for the Finance Department for a Cost Not to Exceed $930,000.00 and Adopt Supplemental Appropriation Ordinance for the Finance Department RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached supplemental appropriation ordinance increasing appropriations in the General Fund by $930,000.00 and decreasing the unreserved retained earnings by the same amount; and 2. It is recommended that the City Council authorize execution of a contract for staff augmentation services for completion of Comprehensive Annual Financial Reports for Fiscal Years 2007 and 2008 with Crowe Chizek and Company, LLC, for the Finance Department for a projected cost not to exceed $930,000.00. DISCUSSION: This contract will provide additional staff and services to the Finance Department in order to speed up production of the Comprehensive Annual Financial Reports (CAFRs) for Fiscal Years 2007 and 2008 as well as provide documentation of processes, responsibilities and rules to enhance the City's ability to produce future CAFRs in an efficient and timely manner. The City issued a request for proposals (RFP) for these services on July 1, 2008. This RFP was advertised in the Fort Worth Star -Telegram on July 2, 9, 16, 23, and 30, 2008. This RFP was also posted on the City's website from July 2 through July 31, 2008. The City notified 82 firms of this RFP by email or facsimile. The City held apre-proposal conference on July 11, 2008, five interested firms attended. Three firms, Alvarez & Marsal Business Consulting, LLC, Crowe Chizek and Company, LLC, (Crowe Chizek), and Jefferson Wells, submitted proposals by the deadline of July 31, 2008. An evaluation panel made up of representatives from the Audit and Finance Advisory Committee, the City Manager's Office, the Finance Department, the City's financial advisor, and the Minority/Women Business Enterprise (M/WBE) Office, evaluated the proposals. Proposal evaluation factors included background and relevant experience of the firms, personnel qualifications, references, contract costs, and M/WBE participation. Crowe Chizek was determined to be the best evaluated firm for the contract. If approved, this contract shall begin on have been provided under the agreement. September 15, 2008, and shall remain in effect until all services Logname: 13P08-0177 Page 1 of 2 M/WBE - A goal for M/1/VBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office. The M/WBE goal for this contract is 10 percent of the total expenditures under the contract. Crowe Chizek is in compliance by committing to 10 percent M/WBE participation in the contract. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations and adoption of the attached supplemental appropriation ordinance, funds will be available in the current operating budget, as appropriated, of the General Fund. Upon approval, the projected unaudited, unreserved, undesignated fund balance of the General Fund will be $4,673,114.00 below the minimum reserve fund balance of $51,044,414.00 required by the City's Financial Management Policy Statements (i.e., 10 percent of the current -year adopted budget expenditures less the annual transfer from the General Fund to the Debt Service Fund). Fiscal Year 2009 General Fund appropriations will be reduced by $930,000.00 in order to restore the use of fund balance. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 531200 0901000 Submitted for City Manager's Office bv: Karen Montgomery (6222) Originating Department Head: Lena Ellis (8517) Additional Information Contact: Jack Dale (8357) $930, 000.00 Logname: 13P08-0177 Page 2 of 2