HomeMy WebLinkAboutContract 39162 (2)c�NTRACTNO 1 I2,
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 LLP ("Consultant"), an Indiana limited
liability partnership and acting by and through Bert G. Nuehring, its duly authorized representative,
individually referred to as a "party," collectively referred to as the "parties."
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of completing the City's 2009 Comprehensive Annual Financial Report (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
A the management of the City.
2. TERM.
This Agreement shall commence upon the last date that both parties have executed this
Agreement ("Effective Date"), and shall remain in effect until all services for the 2009 CAFR have been
provided as contemplated in the Agreement, unless terminated earlier in accordance with the provisions
of this Agreement. The City shall have the option to renew this Agreement, at the City's discretion, for two
additional one year options for completion of the 2010 CAFR and the 2011 CAFR.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $1,300,000.00 ("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 party, 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, during the initial term, during any renewal terms, and 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.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, during the inal term, during any renewal
terms, and 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 subcontractor to support processes, procedures, and conclusions reached
by subcontractor, 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 respondent 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 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 APPLY AFTER
TERMINATION OF THIS AGREEMENT. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL TANGIBLE PROPERTY DAMAGE AND/OR 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 AND/OR 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
A 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
Facsimile: (817) 392-6134
14. SOLICITATION OF EMPLOYEES.
TCONSULTANT:
Crowe Horwath LLP
Attn: Bert G. Nuehring
Partner
5215 North O'Connor Boulevard, Suite 200
Irving, Texas 75039
Facsimile: 800-599-9114
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 of 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.
18. SEVERABILITY.
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,
ural disasters) wars) riots,
acts of the public overnmental authority, transportationtp problems and/or any other similar causes.
rial or labor
enemy, fires) strikes, ckouts, causes.
restrictions by any g
20. CHANVts m LHvv� Rc•��"-•,, — - ---
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.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 / EXTENSwNs.
arty hereto
No extension, modification or amendment of this Agreement shall be binding upon a p
unless such extension, modification,
and delivered amendment
m behalf t forth
hinarty written instrument, which is executed
by an authorized representative
26. 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
conflict with
contemporaneous oral or written agreement is hereby declared null and void to the extent in
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
tionthat
of the entity.'nThe other pa ty g authority has b fully ent tl den granted bto
proper order, resolution, ordinance or other authoriza
rely on this warranty and representation in entering into this Agreement.
28. AFFILIATES.
ember of Crowe Horwath International, a Swiss association Each
Crowe Horwath LLP is a m
member firm of Crowe Horwath International is a separate and independent legal entity. Crowe Horwath
LLP and its affiliates are nresponsible f owe CrHorwiable for any wath International tandrsp c' f c'ally disclaim any andons of Crowe I
International or any other member
responsibility or liability for acts or omissions of Crowe Horwath International or any other member o
Crowe Horwath International, Crowe Horwath International does not render any professional services
and does not have an ownership
firms
i msparenership not responsible ble or liable for rest in Crowe any a tsLor omissions ions of Crowe
Crowe Horwath
International and its other member
Horwath LLP and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe
Horwath LLP, subcontracts
an portion ofg to hthisoAgreementry in i to action, in the Crowe Horwath event
Internat International affiliate,
LLP assigns or subcontracts y p
such assignment or subcontract shall be subject to the other terms of this Agreement.
[Signature page follows]
IN WIT ESS WHEREO
F, the parties hereto have executed this Agreement in multiples thisO day of
2009.
CITY OF FORT WORTH:
Karen L. Montgomery L
Assistant City Manager %
Date: f 4� D
ATTEST: _
By: �.
Marty Hendri
City Secretary
APPROVED AS TO FORM AND LEGALITY:
B
Males 'a Farmer
Assistant City Attorney
CONTRACT AUTHORIZATION:
&C: �-�311o' M
Date Approved: % '15�0 9
CROWS HORWATH LLP:
By:
Partner
Date: IN! 0
I
.... __
--c-.�
Y_
EXHIBIT A
STATEMENT OF WORK
2009 Comprehensive
1. Oversee and direct the efforts of oneCity
accountintghet ffand al Year , provide
dditional governments
accountants, as needed, to producepublish
Annual Financial Report (CAFR) by March 31, 2010. The Consultant will not be required ear
t
the responsibility for the audit opinion. The
Consultant al shall
ied al p n k every effort to provide timely
and accurate information that would result in
2. The services provided by the Consultant for each CAFR shall include:
(a) Reconcile Required Balance Sheet Accounts Across Funds to complete PBC schedules
(b) Identify and record Fixed Asset Additions, Deletions, and Depreciation
(c) Revenue and Expenditure Variance Analyses Across Funds
(d) Prepare and deliver to the City one printed copy and one electronic version 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 one printed copy and one electronic version of the Final
CAFR
(h)
Deliver to the City electronic copies of schedules and supporting documentation
3. Project Phases
(a) Phase 1 . Plan the Project (organize the effort)
i. Task 1 — Entrance Conference
ii. Task 2 — Project Plan Development
Deliverable: Project Plan with Engagement Timeline
(b) Phase 2 — 2009 CAFR Preparation
i. 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 2009 CAFR
2. Single Audit Schedules
3. Draft Schedule 0f Expenditures of Federal Awards (SEFA)
4. PBC Schedules
5. Audit -related Lead Schedules and Working papers
(c) Phase 3 - Audit Support and Management, 2009 CAFR
i. Task 1 — Audit Readiness Assessment
ii. Task 2 — Preparation of Supporting Audit Documents
Task 3 —Audit Process Assistance
iv. Task 4 — Audit Resolution Documents
v. Deliverables:
1. PBC Schedules
2. Audit -related Lead Schedules and Working Papers
3. Audit Documentation
4. Audit Finding Responses
5. Final 2009 CAFR
4. City Responsibility
(a) The City agrees to make all management decisions and perfor a, knond loomexperience, e
functions; designate senior
individual
a emeon tonesses oversee 'tthee Colnlsultant'Isdsservi the results evaluate
of the
preferably within senior g etormed; accept responsibility for
adequacy and results of the services p
services; and establish and maintain internal controls, including monitoring ongoingactivities.
(b) The City agrees to provide the Consultantauestions.mely ithThe information
C City willequested provide at and
leastmake
one
City employees available for the Consult q ement. The
assigned City employee h o2009 CAFRill work ssI Kenhthe
Stewart and the a Consultant uexpected eamount of hours
assigned employee for roximately 1,000 hours annually, during the term of the
available to the Consultant will be appat
is unavailable the City will replacee tConsultal�t employeewith
vthe
contract. If the assigned City employeethe Consultant.
someone of similar skills
and experie acceptance will not be unreasonably withheld by
replacement employee, Peoples3
The assigned City employee will report tlterthe 2009 CAFRawill'ass st the Consultant nrduring sultantt with
engagement. The assigned City employee
various tasks, including but not limited to the following:
i. Year-end closeout activities for grant funds and grant project ledgers,
ii. Draft grant workbook and related schedules to enable the preparation of the
Schedule of Expenditures of Federal and State Awards (SEFA/SESA),
iii. Obtain data from the City 's accounting system including data mining activities,
iv. Prepare and enter adjusting journal entries into the City's accounting and financial
reporting systems,
v. Assistance in resolving auditor questions related to audit exceptions and findings,
vi. Obtaining auditee responses and corrective action plans for findings and
management comments from the Auditor.
The City also agrees to provide additional staffing to assist the Consultant with certain activities.
The additional staffing will be provided by Jerry Murrish who will assist the City and the
Consultant by performing the following tasks:
SectionBudgetary
Preparation of CAFR schedules including the Statistical ,
Schedules,
viii. Preparation of the Statements of Cash Flows for the Proprietary Fund Types and
Business Activity Funds,
il Communication (M & C)
ix. Preparation of the Appropriation (Budget) Mayor &Counc
for City Council approval related to budgetary changes, and
(c) The City will provide the Consultant's personnel with access to the Internet. Consultant
agrees to execute the City's Network 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
sidmaintains bank can account,
t support the transact transactions account and the subCity'g'eneralary dledger gers n aformat that can be
audited and that pp
(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
ountConsultant shall assist i the dollar identifying amounts fund acc of entries needed.centers T'he Consultant shallaccorance withh provide
Chart of Accounts)
written explanations for entries needed and supporting documentation.
responsible for the completeness of the accounting records and the
(g) The City is resp regular transactions of the City
underlying supporting documentation. The City shall ensure the and are
have been posted to the ledgers and that the trial balances are complete and accurate of each
provided to the Consultant, with underlying supporting documentation, by the trial
year. The City will be responsible for closing the year end records and reviewing
rocess. The trial
and the agreement of the trial
balances for completeness and accuracy, through a "Trial Balance Scrub' p
balance scrub process will help ensure completeness, accuracy
balances to underlying records and will include, but is not limited to, the following activitiesi
i. Bank account reconciliations are
ecomplete and investment ledger rolforward
information is complete anupdated
and other receivables, deferrals and
ii. Property taxes, gas lease transactions
corresponding revenues are properly recorded in the correct fund and ,as
g
schedules of activity are prepared, including property tax allocation schedules, gas
lease schedules, and schedules maintained by the City's Departments that were
provided during the 2008 CAM preparation process,
iii. Prepaid accounts have proper supporting
documentation,
iv. Inventory analysis is prepared by the City's Internal Audit Department and is properly
recorded in the accounting recor
dsl v. Accounts, rege,
escrow and other payable accounts are complete through
search for unrecorded liabilities procedures and detail departmental records a
unrecorded
re
obtained and reconciled to general ledger activity,
vi. Accrued payr
oll, uncompensated absences and other related liabilities are supported
by detailed schedules and are in agreement with the trial balance,
vii. All debt related transactions, including cash, investment, issuance costs, premium or
discount, escrow fees and other related activity is recorded and the related
amortization schedules are prepared,
viii. All interfund and intrafund transactions are reconciled and in balance by
fund,
ix. All unnatural balance activity is analyzed and properly adjusted or reconciled with
proper supporting justification, and
x. All funds reported in the trial balance are in balance (debits/credits equal zero).
(h)
Beginning fund equity amounts will be reconciled to prior year audited ending fund equity.
EXHIBIT B
PAYMENT SCHEDULE
Payments shall be made by the City on a net 30 days basis following receipt of a valid invoice
be invoiced
computer -generated or
Consultant according to the following e schedule.
derable as completed. Invoices shall beecomp risk )
to the City on a monthly basis untilrchase
typewritten and shall include the City's contract
theudber, th e by thee
the form eof Exhibit `tDe
deliverable item provided, proof of accept
ance attached hereto and the proper dollar amount for that item.
1. City acceptance of Deliverable: Project Plan with Engagement Timeline - $50,000.00 for the
2009 CAFR.
e 2 - 2009 CAFR, including Draft CAPBCSScghledulest
2. City acceptance of Deliverables: Phas
Schedules, Draft Schedule of Expenditures oers Federal $910,000 00, divided as follows:
Audit -related Lead Schedules and Working pap
a. PBC Schedules, Audit -related Lead Schedules and Working papers $650,000*
b. Single Audit Schedules $100,000*
c. Draft Schedule of Expenditures of Federal Awards (SESA/SEFA) $30,000
d. Draft CAFR $130,000
e 3 Audit 2009 CAFR ding
3. City acceptance of Deliverables: P asFinding Responses Assistance $340,000.00, divided ded asi follows:
CAFR and Audit Documentation, Audit
a. Audit Documentation $200,000*
b. Audit Finding Responses $40,000
c. Final 2009 CAFR $100,000
4, Additional Services
a. In the event that the City is unaablle If
complete reconciled trial balancethe City is unable r to completett e dtrial balance
scrub activities (pursuant to Exhibit A); if the City is unable to provide staff to compete
the Grant Schedules and Workbooks (pursuant to Exhibit A); or if the City is unable to
provide assistance as outlined as the City Responsibility (pursuant to Exhibit A) the
Consultant and the City shall negotiate additional service needs.
b. In the event additional services are required, the parties shall execute a written
t
amendment to this Agreement specifically
to bereceived for thedSelr �nalces services and the
resulting change in compensation,
services at a
ofessional
c. The Consultant will be entitled to btll the City for thhe 2009 CAFR, The add(City ationalnd Consultant wrill arrive at
hourly rate of $160.00 per hour for
a mutually agreed upon rate prior to the commencement of such additional services.*
5. Renewal Options
Should the City decide to exercisepbelow: Section 2 of this Agreement, Consultant agrees
to complete additional CAFR s set forth
Option No. 1 — 2010 CAFR - $1,380,000.00
Option No. 2 — 2011 CAFR - $1,380,000.00
The fee for the 2010 CAFRand the 2011 CAFR are subject to scope changes, economic factors
at the City and Consultant mutually agree upon at the time services
and other circumstances
nces
are to be rendered.
* Designated payment item is available for monthly billing.
EXHIBIT C
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal
102,
zed under the laws of the State of
location at situ Td in portion Street, ns
s of Tarrant, Deorth, Texas nton and WisOe Counties, Texas) and CROWE HORWATH
Texas and situated in port
LLP, ("Consultant").
1. The Network. The City owns and operates a computing environment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to perform activities defined in
the Professional Services In der to frorthe vide the nelceissary supportn of the yCon0tra9toroneeds Comprehensual
ive
Financial Report (CAFR). p
City's Internet.
onsultant is hereby granted a limited right of access to the City's
2. Grant of Limited Access. C
Network for the sole purpose of providing services related to CAFR activities as described in the Professional Services Agreement. Such access is granted subject to the terms and conditions forth in this
Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic
Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by
reference and made a part of this Agreement for all purposes herein and are available upon request.
3. tials. The City will provide Consultant with Network Credentials consisting of
Network Creden
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being
a services
granted for purposes of the completion et onvices of theor the City contra contracted pursuant
or upon terming on of thethen services
Agreement will expire at p
agreement, whichever occurs first.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Consultant has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Consultant
shall provide the City with a current list of officers, agents, servants, employees or representatives
that require Network credentials on an annual basis. Failure to adhere to this requirement may result
in denial of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Consultant officers, agents, servants, employees or representatives may
dgesagrees and hereby gives
not share the City -assigned user IDs and passwords. Consultant acknowle,
its authorization to the City to monitor Consultant's use of the City's Network in order to ensure
Consultant's compliance with this Agreement. A breach by Consultant, its officers, agents, servants,
etatives, of this Agreement and any other written instructions or guidelines that the
mployees or represen
City provides to Consultant pursuant to this Agreement shall be grounds for the City immediately to deny
's Data, terminate the Agreement, and pursue any other
Consultant access to the Network and Consultant
remedies that the City may have under this Agreement or at law or in equity.
to the
her
ts of
on set
rein, the
ty
g. Termination. In addition andd for any reasonhwith or
iut noticertandewithout pelnaltyat Lei,
the'C City.
this Agreement at any time an Y any
n�ndy client communications
Upon termination of this Agree computing agrees
oequipment own
by the Consultant, is
software provided by the City from all g
officers, agents, servants, employees and/or representatives to access the City's Network.
in
dance with
7. Information Security. Consultant Network credentials alsmake very rease and access methodstp o vdedrby the City
accepted security practices to protect the
from unauthorized f breach which could docomlpromistant ge the integrity of therees to notify the to
Ct y's Netwcrkuy immediately pclud'i g but not
a breach or threat of bre
limited to, theft of Cons ultantent�owns e ervgantpsm containsent that
employees orrepresentatives access N
with access to Ct yrpro ided
or resignation of officermination
s, ag
Network credentials, and unauthorized use or sharing of Network credentials.
g. LIABILITY AND INDEMNIFICATIONO EXCEPT FOR TANGIBLE PROPERTY DAMAGE CLAIMS
NCLUDING DEATH, CONSULTANT'S LIABILITY TOCITY HEREUNDER
OR PERSONAL INJURY CLAIMS,
HE LEGAL FOR DAMAGES, REGARDLESS OFTIMES THE TOTALRCONTRACT MOUNT. (INCLUDINGY OF THE CLAIM THIS SLIM LIMITATION OF
SHALL NOT EXCEED THREE ()
LIABILITY INTENDED TO APPLY
LIM
S
LIABILITY SHALL ALSO APPLY AFTER TERMINATION OF THIS AGREEMENT CONSUL CONSULTANT HALL
ALLPROPERTY DAMAGE
BE LIABLE AND RESPONSIBLE
RA ANY
TODANY ANDGALLEP RSONS3 OF ANY KIND /OR
PERSONAL INJURY, INCLUDING
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR O SMAN T CONSULTANINTENIONAL TDUCT COVENANTS OF NAND AGREES
SULTANTy ITS
OFFICERS, AGENTS,
SERVANTS OR EMPLOYEESTHE
TO, AND DOES HEREBY, INDEM
EMPLOYEESI,®FROM AND AGAINSTNIFY, HARMLESS ANDEANY ANDITALL CLLAIMS OR
AGENTS, SERVANTS AND
LAWSUITS, FOR EITHER TANGIBLE YOFANYKIND OR
DAMAGE CHARACTONAL INJURY3
ER, WHETHER
INCLUDING DEATH, TO AN ANDALL PERSONS
UT OF
HE IN
WITH
3 TO
GREEMENT
NECTION
REAL OR ASSERTED, ARIS E GNEGLIGENTR ACTS N OR OMISSIONS HORA MALFEASAN E TOF
IS
EXTENT CAUSED BY TH
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
SUBJECT TO THE LIMITATION IOE C CITY
MAY NCURLTANT SHALL BE LIABLE AND RESPONSIBLE
DIIRECTLY ON ACCOUNT OF ANY BREACH OF
FOR ALL DAMAGES THAT THTS OR
THIS ACCESS AGREEMENT O BY CERSNAGENTSy SERVANTS ANDSEMPLOYEES,, AGENTS, SSHALLNNOT BE
EMPLOYEES. THE CITY, ITS
LIABLE FOR ANY DAMAGES THAT OF ACONSULCESS TO CONSULTANT'S DATA ON ACCOUNT OFTANT MAY INCUR AS A RESULT OF THE IANY
RESTRICTIONS TO OR DENIAL
BREACH OF THIS ACCESS AY EEMENT BY CONSULTANT3 ITS OFFICERSAGENTS3 REASONABLE SECURITY MEASURES TAKEN BY THE CITYR
RVANT
OR EMPLOYEES, OR FOR AN
g. Confidential InformationConsltant, fr itself and treat all information provided to it byf therCity asnconfidenptial and loyeesshaldl
representatives, agrees that it shall
tant
not disclose any such informtoenandamainta maintain party
ywithout
Informaton nwa'secureapproval
manner and shall not allow
further agrees that it shall storeCity
unauthorized users to access, modify, isecurie or ty or integrity otherwise of anytCity info�m tion has beenacomp omised
shall notify the City immediatelyhe
or is believed to have been compromised.
10. to Audit. Consultant agrees
t the during
initial the during n
terms, and until the expirationof three(3) years after final under this contract, have
ork
but
access to and the right to examine at reasonable times any invoices,
tv to papers,uppoincluding
n ludingues,
not limited to documents and information retained by
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
subConsultant agreements hereunder a provision to the effect that the subConsultant agrees that
the City shall, during the initial term, during any renewal terms, and 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 subConsultant to support processes, procedures, and conclusions
reached by subConsultant, timesheets and any relevant records of the subConsultant involving
transactions relating 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 paragraph. City shall
give subConsultant reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Consultant. This
Agreement and any other documents incorporated herein by reference constitute the entire
understanding and Agreement between the City and Consultant as to the matters contained herein
regarding Consultant's access to and use of the City's Network.
12. 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 Consultant.
13. Assignment. Consultant may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. SeveLy_ 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.
15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and
this Agreement, but shall not be held liable for any delay or omission in
obligations as set forth in or other causes ses beyond their reasonable control (force majeure),
performance due to force thismajeure
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.
16. 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, 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.
es
17. Signaturesignature
Authorit andagrees to be bound hby terms and conditionsorized representative setforth gherein. t the
Consultant has read this Agreement
[Signature page follows]
ACCEPTED AND AGREED:
CITY OF
By:
WORTH:
Karen L. Montgomery
Assistant City Mana�E
Date: �
AT--"'�
By:
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
M & C: none required
CROWE HORWATH, LLP
By:
Bert G. Nuehring (�
Partner
Date: C
ATTEST:
By:
Name:
Title:
OFFICIALRECORD�
CITY SECRETARY
�'T. �ti�ORTH, T� I
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 Consultant:
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:
• "• �
DATE: Tuesday, September 15, 2009
LOG NAME: 13CROWE_2009_CAFR
REFERENCE NO.: C-23778
SUBJECT:
Authorize the Execution of a Contract for Professional Consulting Services with Crowe Horvath, LLP, for
the Purpose of Completing the City's 2009 Comprehensive Annual Financial Report for the Financial
Management Services Department for a Cost Not to Exceed $1,300,000.00 and Adopt Appropriation
Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached supplemental appropriation ordinance increasing appropriations in the General
Fund by $1,300,000.00 and decreasing the unreserved, undesignated fund balance by the same amount;
and
2. Authorize the City Manager to enter into a contract with Crowe Horvath, LLP, for professional
consulting services for the purpose of completing the City's 2009 Comprehensive Annual Financial Report
for the Financial Management Services Department at a cost not to exceed $1,300,000.00; and authorize
the contract to include two one year options for completion of the 2010 Comprehensive Annual Financial
Report and the 2011 Comprehensive Annual Financial Report.
DISCUSSION:
This contract will provide additional staff and professional consulting services to the Financial
Management Services Department (FMS) to assure the timely production and completion of the
Comprehensive Annual Financial Report (CAFR) and Single Audit Report for Fiscal Year 2009 and
includes two one-year renewal options for the Fiscal Year 2010 and Fiscal Year 2011 CAFR's and Single
Audit Reports. This staff augmentation is necessary to allow City staff to focus on the ERP Phase II
Financials project implementation while ensuring timely completion of the CAFR. ERP Phase II has a
tentative completion date of October 2012 and requires the dedication of City staff for the implementation
work of general ledger cleanup, system requirements definition, software selection, and system
implementer assessment and selection as well as full system implementation efforts. As with Phase I
(HR/Payroll) implementation the ERP financials implementation will require dedicated FMS Department
and other City resources through its completion and go -live in October 2012.
In July 2008, the City issued a Request for Proposal (RFP) for the preparation of the Fiscal Year 2007 and
Fiscal Year 2008 CAFR's. An evaluation panel made up of representatives from the Audit and Finance
Advisory Committee, the City Manager's Office, the Financial Management Services Department, the
City's financial advisor and the Minority Women Business Enterprise (M/WBE) Office, evaluated proposals
submitted in response to the RFP. Proposal evaluation factors included background and relevant
experience of the firms, personnel qualifications, references, contract costs and M/WBE
participation. Crowe Horvath, LLP, was determined to be the best evaluated firm for the contract. Crowe
Horvath, LLP, performed professional services for the City in accordance with the terms of the contract
executed based on the selection under the aforementioned RFP process for the 2007 and 2008
CAFR's. The cost of those services was $1,443,280,00.
Due to its prior performance on the Fiscal Year 2007 and Fiscal Year 2008 CAFR's, Crowe Horwath, L.L.
has been determined to be the firm that is most capable of performing the services for the 2009 CAFR
preparation process. The Fiscal Year 2007 and Fiscal Year 2008 contract with Crowe Horwath, LLP
required the City dedicate four resources to the external audit, the CAFR and Single Audit Report
preparation. The hours worked by City staff was approximately 7,740. For this contract the number of
dedicated City staff is reduced to one employee or 1,290 hours. This contract requires the consultant to
absorb the reduction of hours for City staff and assume expanded responsibilities for the financial audit
and preparation of the Comprehensive Annual Report (CAFR).
This contract will include options to complete the 2010 CAFR and the 2011 CAFR at a cost of
$1,380,000.00 for each year.
Funding for this contract is a supplemental appropriation of the General Fund's fund balance. Funding
was originally included as part of the City Manager's 2009-2010 Budget. The use of fund balance yields a
corresponding Fiscal Year 2010 budget savings of $1,300,000.00.
If approved, this contract shall begin on September 21, 2009, and shall remain in effect until all services
have been provided under the Agreement.
M/WBE - Crowe Horwath, LLP, is in compliance with the City's M/1NBE Ordinance by committing to 10
percent M/WBE participation on this project. The City's M/WBE goal on this project is 10 percent.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above recommendations
and adoption of the attached supplemental appropriation ordinance, funds will be available in the current
operating budget, as appropriated, of the General Fund. Upon approval, the unreserved, undesignated
fund balance of the General Fund will exceed the minimum reserve as outlined in the Financial
Management Policy Statements,
FUND CENTERS:
TO Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
GG01 531200 0901000
Karen Montgomery (6222)
Lena Ellis (8517)
Walter Peoples (6217)
ATTACHMENTS
1. 13CROWE 2009 CAFR AO.doc (Public)
2. 13CROWE 2009 CAFR MWBE.pdf (CFW Internal)
3. m&cfundlog.pdf (CFW Internal)
1$ 300,000.00