HomeMy WebLinkAboutContract 56219 City Secretary Contract No. 56219
FORT WORTH.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through its duly authorized Assistant City Manager,and BKD,LLP("Vendor"),a Missouri limited liability
partnership and acting by and through its duly authorized representative, each individually referred to as a
"party"and collectively referred to as the"parties."
1. Contract Documents; Priority. The relationship between the City and Vendor shall be
governed by the following documents (each a "Contract Document", collectively the "Contract
Documents"), all of which together constitute a single contract:
This Vendor Services Agreement
• BKD,LLP's Engagement Letter Dated August 13,2021 (Engagement Letter)
• HIPAA Business Associate Agreement(BAA)
In the event and to the extent of any inconsistency between two or more Contract Documents, the
documents will be interpreted in the order of the priority listed above. Any documents subsequently
incorporated by amendment will be prioritized consistently with the foregoing.
2. Scope of Services.Vendor will serve as independent auditor in connection with the preparation
of City's annual comprehensive financial report and single audit and will also perform agreed-upon
procedures, all of which are described in more detail in the Engagement Letter.
3. Term. This Agreement begins on July 1,2021 ("Effective Date")and expires on June 30,
2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
City will have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions, for up to two(2)one-year renewal option(s)(each a"Renewal Term").
4. Compensation. Total compensation for all services associated with the annual audit and
agreed-upon procedures that are provided under this Agreement during the initial contract year shall not
exceed Seven Hundred Thirty-Five Thousand Five Hundred Dollars ($735,500.00), which amount
includes vendor's travel-related costs during the initial contract year. For the second and third contract
year of the initial term,total compensation be set forth in written addenda agreed to by the parties but shall
not exceed Seven Hundred Fifty-Five Thousand Five Hundred Dollars ($755,500.00) per contract
year. City will pay Vendor in accordance with the provisions of this Agreement, with Vendor invoicing
City monthly based on the percentage of services completed during the preceding month. Vendor will not
perform any additional services or bill for expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City will not be liable for any
expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing.
Vendor may suspend or terminate the Services for nonpayment of fees. If work is suspended or terminated,
Vendor will not be responsible to City for any failure of City to meet governmental and other deadlines,for
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY
FT. WORTH, TX
any penalties or interest that may be assessed against City resulting from City's failure to meet such
deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or
punitive damages)incurred as a result of the suspension or termination of Vendor's services.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
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identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Rip-11t to A tit]it. Vendor agrees that City will, until the expiration of three(3)years after
final payment under this Agreement,or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent time and billing
records at no additional cost to City. Vendor agrees to either provide this information electronically or to
provide on-site access during normal working hours to all necessary Vendor facilities and will be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions of this
section. City will give Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants,employees,contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, 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
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS
8.2 LIMITATION OF LIABILITY—Except as noted below,each party's liability
to the other, if any, arising from or related to this Agreement and the services provided
hereunder,shall be limited to the amount of the fees paid by City for services rendered under
this Agreement. This limitation shall not apply to (i) infringement, misuse or
misappropriation of intellectual property; (ii) breach of confidentiality obligations; (iii)
willful misconduct or fraud; (iv) acts or omissions resulting in personal injury or property
damage;(v)violation of laws;or(vi)where enforcement of this provision is disallowed by law
or professional standards governing the work performed.
8.3 WAIVER OF CERTAIN DAMAGES-In no event shall either party be liable
to the other for any indirect, special, consequential, punitive, or exemplary damages,
including but not limited to lost profits, loss of revenue, interruption, loss of use, damage to
goodwill or reputation,regardless of whether the party was advised of the possibility of such
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damages, regardless of whether such damages were reasonably foreseeable, and regardless
of whether such damages arise under a theory of contract,tort,strict liability,or otherwise
GENERAL INDEMNIFICATION- VENDOR HEREB Y CO VENANTS AND A GREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. Unless
disallowed by law or applicable professional standards, City will hold Vendor harmless from any
and all claims which arise from knowing misrepresentations to Vendor, or the intentional
withholding or concealment of information from Vendor by City's management or any
employee, agent, or assign of City;provided,however,this obligation shall never be understood
to require the City to levy or assess a tax or to create a sinking fund. In no event shall either
party have an obligation to indemnify,defend,or hold harmless the otherfor their own respective
actions or omissions.
8.4 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend,settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however,Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted,Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or(d) if none of the foregoing alternatives is reasonably available
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to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignmcn(and Subconlrae in .
10.1 Assignment; Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
10.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
11.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
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(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must 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 must be submitted to City to evidence coverage.
11.2 General Requirements.
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) Vendor agrees to provide the City a minimum of thirty (30) days' notice
in the event of cancellation or a material reduction in limits of coverage. Ten(10)
days' notice will be acceptable in the event of non-payment of premium.Notice
must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort
Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same
address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws Ordinances Rules and Re ulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
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12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors,subcontractors, and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Use of Name. Except as otherwise provided,any time either party intends to reference the
other's name in any manner in any published materials,including on an electronic site,the party seeking to
reference the other party's name agrees to provide draft materials for review and approval before publishing
or posting such information. Notwithstanding the generality of the foregoing,City may identify Vendor as
its authorized external auditor in reports,correspondence,and action items taken to the City Council as well
as in published documents without submitting a draft or obtaining additional approval,provided however,
that such references are limited to identifying Vendor and describing its services in general terms.
14. Dispute Resolution. Any dispute arising out of or related to this engagement will, prior
to resorting to litigation,be submitted for nonbinding mediation upon written request by either party. Both
parties agree to try in good faith to settle the dispute in mediation. Unless the parties agree otherwise,the
American Arbitration Association ("AAA") will administer any such mediation in accordance with its
Commercial Mediation Rules. The parties will mutually select a mediator. If the parties cannot agree,the
AAA shall designate a mediator. The mediation proceeding shall be confidential to the full extent allowed
by law. Each party will bear its own costs in the mediation,but the fees and expenses of the mediator will
be shared equally between the parties.
15. Maintenance of Records. City agrees to assume full responsibility for maintaining its
original data and records and that Vendor has no responsibility to maintain this information. City will not
rely on Vendor to provide hosting, electronic security, or backup services, e.g., business continuity or
disaster recovery services,for City data unless separately engaged to do so. City's access to data,records,
and information shared with Vendor in providing services and stored on Vendor's servers, i.e.,
BKDconnect,can be terminated at any time.
16. Use of Deliverables and Drafts. City agrees it will not modify any deliverables or drafts
prepared by Vendor for distribution to third parties. Vendor may send City documents marked as draft
and those shall be for City's review purpose only and should not be distributed in any way beyond internal
discussions limited to City employees and officials. Vendor's report on any of City's financial statements
must be associated only with the financial statements that were the subject of Vendor's Services. City
may make copies of Vendor's report, but only if the entire financial statements (exactly as attached to
Vendor's report, including related footnotes and supplementary information, as appropriate) are
reproduced and distributed with Vendor's report. City will not reproduce or associate Vendor's report
with any other financial statements, or portions thereof,that are not the subject of Vendor's Services.
17. Worknaners. Vendor's workpapers and documentation retained in any form of media for
this engagement are the property of Vendor, but Vendor shall have no ownership rights to any City data
contained therein but may retain a copy of data provided by the City in its workpapers as necessary to
comply with audit standards. Vendor can be compelled to provide information under legal process. In
addition, Vendor may be requested by regulatory or enforcement bodies (including any State Board of
Accountancy) to make certain workpapers available to them pursuant to authority granted by law or
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regulation. Unless Vendor is prohibited from doing so by law or regulation, Vendor will inform City of
any such legal process or request. City agrees Vendor will have legal responsibility to City in the event
Vendor determines it is compelled to provide such documents or information.
18. Regulatory Bodies and Offering Documents.Where Vendor is providing services either
for(a) an entity that is registered with the Securities and Exchange Commission, (b) an affiliate of such
registrant, or(c)an entity or affiliate that is subject to rules,regulations, or standards beyond those of the
American Institute of Certified Public Accountants("AICPA"),any term of this Agreement that would be
prohibited by or impair Vendor's independence under applicable law or regulation shall not apply to the
extent necessary only to avoid such prohibition or impairment. City may wish to include Vendor's
report(s) on financial statements in an exempt offering document. City agrees that any report, including
any auditor's report, or reference to Vendor, will not be included in any such offering document without
notifying Vendor. Performance of any work in connection with an exempt offering document, including
providing agreement for the use of the auditor's report in the exempt offering document,will be by separate
mutual written agreement. Any exempt offering document issued by Vendor where Vendor is not involved
will clearly indicate that Vendor was not involved by including a disclosure such as, "BKD, LLP, our
independent auditor, has not been engaged to perform and has not performed, since the date of its report
included herein, any procedures on the financial statements addressed in that report. BKD, LLP also has
not performed any procedures relating to this offering document."
19. Vendor Not a Municipal Advisor. Vendor is not acting as the City's municipal advisor
under Section 15B of the Securities Exchange Act of 1934, as amended. As such, Vendor is not
recommending any action to City and does not owe City a fiduciary duty with respect to any information
or communications regarding municipal financial products or the issuance of municipal securities. City
should discuss such matters with internal or external advisors and experts deemed appropriate before
acting on any such information or material provided by Vendor. None of Vendor's services will constitute
legal or investment advice.
20. Proprietary Information. City acknowledges that proprietary information, documents,
materials, management techniques, and other intellectual property are a material source of the services
Vendor performs and were developed prior to Vendor's association with City. Any new forms, software,
documents, or intellectual property Vendor develops during this engagement for City's use shall belong
to Vendor, and City shall have the limited right to use them solely within City's business. All reports,
templates, manuals, forms, checklists, questionnaires, letters, agreements, and other documents which
Vendor makes available to City are confidential and proprietary to Vendor. Subject to the limitations
noted in Section 5.3, the City and its agents will not copy, electronically store, reproduce, or voluntarily
make any such documents available to anyone other than its personnel. This provision will apply to all
materials whether in digital, "hard copy"format, or other medium.
21. Electronic Data Communication and Storage. Vendor may send data over the internet,
temporarily store electronic data via computer software applications hosted remotely on the internet or
utilize cloud-based storage. City's confidential electronic data may be transmitted or stored using these
methods.In using these data communication and storage methods,Vendor will employ measures designed
to maintain data security. Vendor agrees to use reasonable efforts to keep such communications and
electronic data secure in accordance with Vendor's obligations under applicable laws, regulations, and
professional standards.City accepts the risk of unauthorized interception or breach of any communications
or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored,
notwithstanding all reasonable security measures employed by Vendor. City consents to use of these
electronic devices and applications during to perform services under this Agreement.
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22. Independent Accuuntinp- Firm. Vendor is an independent accounting firm allowed to
use the name "Praxity" in relation to its practice. Vendor is not connected by ownership with any other
firm using the name"Praxity." Vendor will be solely responsible for all work carried out on City's behalf.
City acknowledges that Vendor has not represented that any other firm using the name "Praxity"will in
any way be responsible for Vendor's work.
23. Notices. Notices required pursuant to the provisions of this Agreement will 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 electronic mail transmission(including PDF),or(3)received by the other party by United
States Mail,registered,return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth BKD, LLP
Attn: Assistant City Manager Attn: Danny Martinez,CPA, CGFM
200 Texas Street 14241 Dallas Parkway, Suite 1100
Fort Worth, TX 76102-6314 Dallas, TX 75254
Facsimile: (817)392-8654 Email: dmartinez@bkd.com
Email: FIN F[NANCIAL REPORTING@fortworthtexas.gov
With copy to:
With copy to Fort Worth City Attorney's Office at same address BKD, LLP
Attn: Chief Legal Officer
910 E. St. Louis Street, Suite 400
Springfield,MO 65801
Email: legal@bkd.com
24. Solicitation of Emolo►+ees. Neither City nor Vendor will, 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.
Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
25. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
26. No Wainer. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
27. Governing Law 1 Venue. This Agreement will 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 pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
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28. Severabillily. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
29. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
30. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
31. 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 will not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
32. Amendments/ Modifications/Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
33. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
34. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
35. Immigration Nationali( Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (1-9). Upon request by City, Vendor will provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
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perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
36. Ownership of Work Product. City will be the sole and exclusive owner of all deliverables
and reports that are created, published, displayed, or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product").
37. NP-nature _Authority. The person signing this Agreement hereby warrants that they have
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. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
38. Change in Company N-arne or Owncrship. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
39. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and"company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of
the Agreement.
40. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
41. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, 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.
(signature page follows)
Vendor Services Agreement Page 11 of 12
City Secretary Contract No.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
3susJ.Chapa(Aug 6,202110:17CDT) this contract,including ensuring all performance and
By: J
Name: Jesus"Jay"Chapa reporting requirements.
Title: Deputy City Manager
Aug 26,2021 Au426,2W1 Tony Rousseau
Date: ,20_ By: Tony Rousseau(Aug26,202109:46CDT)
Name: Anthony Rousseau
APPROVAL RECOMMENDED: Title: Assistant Director-FMS
APPROVED AS TO FORM AND LEGALITY:
By: Regi d Zeno(Aug 26,2 9:46 CDT)
Name: Reginald Zeno ��4,a�u�� /-
Title: FMS Director/CFO dolt FORT�aa By:
'O*000
°°°°°° L
p� G�� Name: Denis C.McElroy
ATTEST: �oo�0, Title: Assistant City Attorney
�° °
° CONTRACT AUTHORIZATION:
d °000000. *� M&C: 21-0454
By: � rSbAp Form 1295:
Name: Ronald P. Gonzales
Title: Acting City Secretary
VENDOR:
By:
Name: _
Title: ;:Yh4n�h4e O;C49�
Date: yS , 20
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 12 of 12
BKO
14241 Dallas Parkway,Suite 1100 1 Dallas,TX 75254-2961
CPAs&Advisors 972.702.8262 1 Fax 972.702.0673 1 bkd.com
i
August 13, 2021
To the Honorable Mayor and
City Council Members of City of Fort Worth,Texas
200 Texas Street
Fort Worth,TX 76102
We appreciate your selection of BKD, LLP as your service provider and are pleased to confirm the
arrangements of our engagement in this contract. Within the requirements of our professional standards
and any duties owed to the public, regulatory, or other authorities, our goal is to provide you Unmatched
Client Service®.
In addition to the terms set forth in this contract, including the detailed Scope of Services,our engagement
is governed by the following, incorporated fully by this reference:
• HIPAA Business Associate Agreement
• City of Fort Worth Vendor Services Agreement
Summary Scope of Services
As described in the attached Scope of Services,our services will include the following:
City of Fort Worth
• Audit Services for the year ended September 30,2021
• Agreed-upon procedure services related to Chapter X, Section 11 of the City Charter (Annual
Budget)
• Agreed-upon procedure services related to Public Funds Investment Act, Chapter 2256, Texas
Government Code(the Act)
• Agreed-upon procedure services related to Texas Commission on Environmental Quality(TCEQ)
• Agreed-upon procedure services related to Section 4(J) Water and Sewer System Revenue
Financing Program
• Agreed-upon procedure services related to Section 4(K) Water and Sewer System Revenue
Financing Program
PRAXITV
�� Empowering Business Globally
City of Fort Worth
August 13,2021
Page 2
Contract Agreement
Please sign and return this contract to indicate your acknowledgment of, and agreement with, the
arrangements for our services including our respective responsibilities.
BKD, LLP
Acknowledged and agreed to as it relates to the entire contract, including the Scope of Services,HIPAA
Business Associate Agreement, and City of Fort Worth Vendor Services Agreement on behalf of the
City of Fort Worth.
BY Regi d Zeno(Aug 18,2 3:06 CDT)
CFO
Name and Title-Member of Those Charged with Governance
DATE Aug 18, 2021
Deputy City Manager
BY Jesus J.C_hapa(Aug 1 ,2021 14:52 CDT)
Name and Title-Member of Management
DATE Aug 18, 2021
City of Fort Worth
August 13,2021
Page 3
Scope of Services
The following apply for all services:
Assistance Our timely completion of services depends on the assistance you provide us in
accumulating information and responding to our inquiries. Inaccuracies or delays
in providing this information or the responses may result in untimely filings or
inability to meet other deadlines.
Responsibility for We may perform additional services for you that are not covered by this contract.
Outcomes You agree to assume full responsibility for the substantive outcomes of the
contracted services and for any other services we may provide, including any
findings that may result provided,however,that no such additional services shall
be performed unless agreed to in writing by both parties in advance.
You also acknowledge these services are adequate for your purposes, and you
will establish and monitor the performance of these services to ensure they meet
management's objectives. All decisions involving management responsibilities
related to these services will be made by you, and you accept full responsibility
for such decisions.
We understand you have designated (or will) a management-level individual to
be responsible and accountable for overseeing the performance of these services,
and you have determined (or will) this individual is qualified to conduct such
oversight.
Boycott Israel As required by Chapter 2271,Texas Government Code,we represent that we do
not boycott Israel and will not boycott Israel through the term of this engagement.
For purposes of this representation,"boycott Israel"means refusing to deal with,
terminating business activities with, or otherwise taking any action that is
intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in
an Israeli-controlled territory, but does not include an action made for ordinary
business purposes.
City of Fort Worth
August 13,2021
Page 4
Audit Services
We will audit the basic financial statements and related notes to the basic financial statements for the entity
with the objective of expressing an opinion on the financial statements;issuing a report on your compliance
based on the audit of your financial statements; issuing a report on your internal control over financial
reporting based on the audit of your financial statements; expressing an opinion on your compliance, in all
material respects, with the types of compliance requirements described in the U.S. Office of Management
and Budget (OMB) Compliance Supplement and State of Texas Uniform Grant Management Standards
(UGMS)that are applicable to each of your major federal and state award programs; issuing a report on
your internal control over compliance based on the audit of your compliance with the types of compliance
requirements that are applicable to each of your major federal and state award programs; and issuing a
report on your schedule of expenditures of federal and state awards:
City of Fort Worth as of and for the year ended September 30,2021
We will also express an opinion on whether the combining and individual fund financial statements and
schedules, schedule of expenditures of federal awards, schedule of expenditures of state awards,
supplementary information, etc. are fairly stated, in all material respects, in relation to the financial
statements as a whole.
Danny Martinez, Managing Director is responsible for supervising the engagement and authorizing the
signing of the report or reports.
We will issue a written reports upon completion of our audit,addressed to the following parties:
Entity Name Party Name
City of Fort Worth Mayor and City Council
You are responsible to distribute our reports to other officials who have legal oversight authority or those
responsible for acting on audit findings and recommendations, and to others authorized to receive such
reports.
The following apply for the audit services described above:
Our We will conduct our audit in accordance with auditing standards generally
Responsibilities accepted in the United States of America (GAAS), the standards applicable to
financial audits contained in Government Auditing Standards issued by the
Comptroller General of the United States, Title 2 U.S. Code of Federal
Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards(Uniform Guidance)and
State of Texas Uniform Grant Management Standards (UGMS). Those
standards require that we plan and perform the audit of the financial statements
to obtain reasonable rather than absolute assurance about whether the financial
statements are free of material misstatement, whether caused by fraud or error,
and the audit of compliance with the types of compliance requirements described
in the OMB Compliance Supplement and UGMS applicable to each major federal
and state award program to obtain reasonable rather than absolute assurance
about whether noncompliance having a direct and material effect on a major
federal and state award program occurred.
City of Fort Worth
August 13,2021
Page 5
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of significant accounting estimates made by management,
as well as evaluating the overall presentation of the financial statements.
Limitations & Because of the inherent limitations of an audit, together with the inherent
Fraud limitations of internal control, an unavoidable risk that some material
misstatements or noncompliance having a direct and material effect may not be
detected exists, even though the audit is properly planned and performed in
accordance with GAAS.
In making our risk assessments, we consider internal control relevant to your
preparation and fair presentation of the financial statements in order to design
audit procedures that are appropriate in the circumstances but not for the purpose
of expressing an opinion on the effectiveness of your internal control. However,
we will communicate to you in writing any significant deficiencies or material
weaknesses in internal control relevant to the audit of the financial statements
that we identify during the audit. Also, in the future, procedures could become
inadequate because of changes in conditions or deterioration in design or
operation. Two or more people may also circumvent controls, or management
may override the system.
We are available to perform additional procedures with regard to fraud detection
and prevention at your request,subject to completion of our normal engagement
acceptance procedures. The actual terms and fees of such an engagement would
be documented in a separate contract to be signed by you and BKD, LLP.
Opinion We cannot provide assurance that an unmodified opinion will be expressed.
Circumstances may arise in which it is necessary for us to modify our opinion,
add an emphasis-of-matter or other matter paragraph(s), or withdraw from the
engagement. If we discover conditions that may prohibit us from issuing a
standard report, we will notify you as well. In such circumstances, further
arrangements may be necessary to continue our engagement.
Your Management and,if applicable,those charged with governance acknowledge and
Responsibilities understand their responsibility for the following:
• For the preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United
States of America
• For the design,implementation,and maintenance of internal control relevant
to the preparation and fair presentation of financial statements that are free
from material misstatement,whether due to fraud or error
City of Fort Worth
August 13,2021
Page 6
• For identifying and ensuring compliance with the laws, regulations,
contracts,and grants applicable to your activities(including your federal and
state award programs)
• To provide us with:
o Access to all information of which you are aware that is relevant to
the preparation and fair presentation of the financial statements such
as records, documentation,and other matters
o Additional information that we may request for the purpose of the
audit
o Unrestricted access to persons within the entity from whom we
determine it necessary to obtain audit evidence
The results of our tests of compliance and internal control over financial reporting
performed in connection with our audit of the financial statements may not fully
meet the reasonable needs of report users. Management is responsible for
obtaining audits, examinations, agreed-upon procedures, or other engagements
that satisfy relevant legal, regulatory, or contractual requirements or fully meet
other reasonable user needs.
Written As part of our audit process,we will request from management and,if applicable,
Confirmations those charged with governance written confirmation acknowledging certain
Required responsibilities outlined in this contract and confirming:
• The availability of this information
• Certain representations made during the audits for all periods presented
• The effects of any uncorrected misstatements,if any,resulting from errors or
fraud aggregated by us during the current engagement and pertaining to the
latest period presented are immaterial,both individually and in the aggregate,
to the financial statements taken as a whole
Peer Review Government Auditing Standards require that we provide you with a copy of our
Report most recent external peer review report and any letter of comment, and any
subsequent peer review reports and letters of comment received during the period
of the contract. Our most recent peer review report accompanies this contract.
Supplementary With regard to any supplementary information that we are engaged to report on:
Information
• Management is responsible for its preparation in accordance with applicable
criteria
• Management will provide certain written representations regarding the
supplementary information at the conclusion of our engagement
• Management will include our report on this supplementary information in
any document that contains this supplementary information and indicates we
have reported on the supplementary information
• Management will make the supplementary information readily available to
intended users if it is not presented with the audited financial statements
City of Fort Worth
August 13,2021
Page 7
Assistance with Transactions or changes in business may require you to apply existing standards
Application of differently each year, such as when business operations create new revenue
Standards streams, operations are discontinued, liquidity or operational challenges are
encountered, business combinations are executed, etc. We welcome your
questions throughout the year and are happy to provide general guidance and
routine support; however, our engagement does not include substantive effort to
assist you with applying standards to these circumstances, unless otherwise
indicated in the contract.
City of Fort Worth
August 13,2021
Page 8
Agreed-Upon Procedure Services
We will apply the procedures (subject to final approval by City management) regarding the City of Fort
Worth's Chapter X, Section I 1 of the City Charter (Annual Budget) compliance report, Public Fund
Investment Act, Chapter 2256, Texas Government Code (the Act) compliance report, Texas Commission
of Environmental Quality (TCEQ) compliance report, Section 4(J) Water and Sewer System Revenue
Financing Program compliance report and Section 4K) Water and Sewer System Revenue Financing
Program compliance report as of and for the year ended September 30, 2021. The sufficiency of these
requested procedures is solely the responsibility of the specified parties listed above. Consequently, we
make no representation regarding the sufficiency of the procedures for the purpose for which the report has
been requested or for any other purpose.
Because we have not been engaged to conduct an examination or review,we will not express an opinion or
conclusion, respectively, on the reports listed above. In addition, we have no obligation to perform any
procedures beyond those approved by City management and provided at a later date as an addendum to this
contract.
Danny Martinez, Managing Director, is responsible for supervising the engagement and authorizing the
signing of the report or reports.
We will issue written reports summarizing the procedures performed and the results of those procedures to
the following:
Entity Name Party Name
City of Fort Worth The Honorable Mayor and Members of City
Council
The reports are intended solely for the information and use of the specified parties and are not intended to
be and should not be used by anyone other than these specified parties.
The following apply for the agreed-upon procedure services described above:
Our We will conduct our agreed-upon procedures engagement in accordance with
Responsibilities attestation standards established by the American Institute of Certified Public
Accountants.
Limitations & Our engagement will not include a detailed examination of all transactions and
Fraud cannot be relied upon to disclose misstatements that might exist due to error,
fraud, and illegal acts. However, we will inform you of any such matters, if
material,that come to our attention.
You accept that these procedures are not a substitute for management's
responsibility to ensure controls are in place to prevent and detect theft and all
other forms of fraud and illegal acts. Therefore,you agree we are not responsible
for the cost of damages or any liability arising from errors or irregularities,fraud,
defalcations, or any other form of noncompliance or theft, caused by current or
former employees, directors, owners,or third parties.
Report If,for any reason,we are unable to complete our procedures, we may decline to
issue a report as a result of this engagement.
City of Fort Worth
August 13,2021
Page 9
Management The management of the City is responsible for the following:
Responsibilities
• Proper recording of transactions and preparation of financial statements
• Establishing and maintaining effective internal control over financial
reporting
• Setting the proper tone
• Creating and maintaining a culture of honesty and high ethical standards
• Establishing appropriate controls to prevent, deter, and detect fraud and
illegal acts
• Identifying and ensuring compliance with laws and regulations applicable to
its activities
• Establishing and maintaining effective internal control over compliance
• Implementing and monitoring controls
Written Assertions To facilitate our engagements,management is responsible for providing a written
assertion about the measurement or evaluation of the subject matter against the
criteria, supplying us with all necessary information, and for allowing us access
to personnel to assist in performing our services. It should be understood that
management is responsible for the accuracy and completeness of these items,for
the subject matter and the written assertions referred to above, and for selecting
and determining the appropriateness of the criteria.
At the conclusion of our engagements, management will provide to us a letter
confirming the availability of this information, the written assertions, certain
representations made during the engagements, and acknowledging certain
responsibilities outlined in this contract.
City of Fort Worth
August 13,2021
Page 10
HIPAA Business Associate Agreement
We agree not to use or disclose Protected Health Information("PHI")obtained or produced in any form of
media during the course of our work in a manner prohibited by the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), as amended. We may use or disclose PHI for purposes of
(a)performing our engagement, (b)management and administration of BKD, or (c)carrying out legal
responsibilities of BKD. We will not further disclose information except as permitted or required by this
contract or as required by law. When using or disclosing PHI in relation to this engagement,we will limit
disclosures as required by HIPAA. We will not use PHI in any marketing activities in a manner that would
violate HIPAA. We represent to you that we have implemented what we consider to be appropriate
administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability
of PHI as required for us as a business associate to comply with HIPAA.
With respect to your PHI,we will report to you any breach(as defined in 45 CFR 164.402),material security
incident, or use or disclosure not authorized by this agreement and, to the extent practical, assist you in
mitigating any harmful effects caused by breaches, material security incidents, or unauthorized uses or
disclosures of which we become aware. To assist you in fulfilling your responsibility to notify impacted
individuals and others of a breach involving unsecured PHI(as required under 45 CFR 164.400 et seq.), in
this report we will identify to you,to the extent reasonably possible:
1. Each individual whose unsecured PHI was subject to the breach.
2. Any other available information you are required to include in your notification to such
individual(s)or others under 45 CFR 164.404(c).
We agree that any material violation of these confidentiality provisions by us entitles you to terminate this
engagement. Similarly,if we become aware of a violation of HIPAA by you that cannot be or is not timely
cured,we may be obligated to terminate this engagement.
BKD agrees to:
1. Upon their request, make available to the Secretary of Health and Human Services (HHS) our
internal practices and books and records relating to the use and disclosure of PHI for purposes of
determining your compliance with the Security and Privacy Rule, subject to any applicable legal
privileges.
2. Make available information necessary for you to make an accounting of disclosures of PHI about
an individual.
3. To the extent we maintain information that is part of a Designated Record Set, make available
information necessary for you to respond to requests by individuals for access to PHI that is not in
your possession but is considered part of a Designated Record Set.
4. Upon receipt of a written request from you, incorporate any amendments or corrections to PHI
contained in our workpapers in accordance with the Security and Privacy Rule to the extent such
PHI is considered part of a Designated Record Set.
City of Fort Worth
August 13,2021
Page 11
For purposes of this agreement,the term"Security and Privacy Rule"refers to the final rules published to
implement the Administrative Simplification provisions of the Health Insurance Portability and
Accountability Act of 1996, specifically 45 CFR Parts 160 and 164. The terms "Protected Health
Information" and"Designated Record Set" have the same meaning as defined in the Security and Privacy
Rule.
At the conclusion or termination of this engagement, any PHI retained by us will be subject to the same
safeguards as for active engagements.
We will obtain from any agents, including subcontractors,to whom we provide PHI received from you, or
created or received by us on behalf of you, an agreement to the same restrictions and conditions that apply
to us with respect to such PHI.
To the extent that any relevant provision of HIPAA is eliminated or held to be invalid by a court of
competent jurisdiction,the corresponding portion of this agreement shall be deemed of no force and effect
for any purpose. To the extent that any relevant provision of HIPAA is materially amended in a manner
that changes the obligations of business associates or covered entities that are embodied in term(s) of this
engagement, the Parties agree to negotiate in good faith appropriate amendment(s)to this engagement to
give effect to such revised obligations. In addition, the terms of this engagement should be construed in
light of any interpretation and/or guidance on HIPAA issued by HHS from time to time.
BKO
14241 Dallas Parkway,Suite 1100 1 Dallas,TX 75254-2961
CPAs&Advisors 972.702.8262 1 Fax 972.702.0673 1 bkd.com
i
August 13, 2021
To the Honorable Mayor and
City Council Members of City of Fort Worth,Texas
200 Texas Street
Fort Worth,TX 76102
We appreciate your selection of BKD, LLP as your service provider and are pleased to confirm the
arrangements of our engagement in this contract. Within the requirements of our professional standards
and any duties owed to the public, regulatory, or other authorities, our goal is to provide you Unmatched
Client Service®.
In addition to the terms set forth in this contract, including the detailed Scope of Services,our engagement
is governed by the following, incorporated fully by this reference:
• HIPAA Business Associate Agreement
• City of Fort Worth Vendor Services Agreement
Summary Scope of Services
As described in the attached Scope of Services,our services will include the following:
City of Fort Worth
• Audit Services for the year ended September 30,2021
• Agreed-upon procedure services related to Chapter X, Section 11 of the City Charter (Annual
Budget)
• Agreed-upon procedure services related to Public Funds Investment Act, Chapter 2256, Texas
Government Code(the Act)
• Agreed-upon procedure services related to Texas Commission on Environmental Quality(TCEQ)
• Agreed-upon procedure services related to Section 4(J) Water and Sewer System Revenue
Financing Program
• Agreed-upon procedure services related to Section 4(K) Water and Sewer System Revenue
Financing Program
PRAXITV
�� Empowering Business Globally
City of Fort Worth
August 13,2021
Page 2
Contract Agreement
Please sign and return this contract to indicate your acknowledgment of, and agreement with, the
arrangements for our services including our respective responsibilities.
BKD, LLP
Acknowledged and agreed to as it relates to the entire contract, including the Scope of Services,HIPAA
Business Associate Agreement, and City of Fort Worth Vendor Services Agreement on behalf of the
City of Fort Worth.
BY Regi d Zeno(Aug 18,2 3:06 CDT)
CFO
Name and Title-Member of Those Charged with Governance
DATE Aug 18, 2021
Deputy City Manager
BY Jesus J.C_hapa(Aug 1 ,2021 14:52 CDT)
Name and Title-Member of Management
DATE Aug 18, 2021
City of Fort Worth
August 13,2021
Page 3
Scope of Services
The following apply for all services:
Assistance Our timely completion of services depends on the assistance you provide us in
accumulating information and responding to our inquiries. Inaccuracies or delays
in providing this information or the responses may result in untimely filings or
inability to meet other deadlines.
Responsibility for We may perform additional services for you that are not covered by this contract.
Outcomes You agree to assume full responsibility for the substantive outcomes of the
contracted services and for any other services we may provide, including any
findings that may result provided,however,that no such additional services shall
be performed unless agreed to in writing by both parties in advance.
You also acknowledge these services are adequate for your purposes, and you
will establish and monitor the performance of these services to ensure they meet
management's objectives. All decisions involving management responsibilities
related to these services will be made by you, and you accept full responsibility
for such decisions.
We understand you have designated (or will) a management-level individual to
be responsible and accountable for overseeing the performance of these services,
and you have determined (or will) this individual is qualified to conduct such
oversight.
Boycott Israel As required by Chapter 2271,Texas Government Code,we represent that we do
not boycott Israel and will not boycott Israel through the term of this engagement.
For purposes of this representation,"boycott Israel"means refusing to deal with,
terminating business activities with, or otherwise taking any action that is
intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in
an Israeli-controlled territory, but does not include an action made for ordinary
business purposes.
City of Fort Worth
August 13,2021
Page 4
Audit Services
We will audit the basic financial statements and related notes to the basic financial statements for the entity
with the objective of expressing an opinion on the financial statements;issuing a report on your compliance
based on the audit of your financial statements; issuing a report on your internal control over financial
reporting based on the audit of your financial statements; expressing an opinion on your compliance, in all
material respects, with the types of compliance requirements described in the U.S. Office of Management
and Budget (OMB) Compliance Supplement and State of Texas Uniform Grant Management Standards
(UGMS)that are applicable to each of your major federal and state award programs; issuing a report on
your internal control over compliance based on the audit of your compliance with the types of compliance
requirements that are applicable to each of your major federal and state award programs; and issuing a
report on your schedule of expenditures of federal and state awards:
City of Fort Worth as of and for the year ended September 30,2021
We will also express an opinion on whether the combining and individual fund financial statements and
schedules, schedule of expenditures of federal awards, schedule of expenditures of state awards,
supplementary information, etc. are fairly stated, in all material respects, in relation to the financial
statements as a whole.
Danny Martinez, Managing Director is responsible for supervising the engagement and authorizing the
signing of the report or reports.
We will issue a written reports upon completion of our audit,addressed to the following parties:
Entity Name Party Name
City of Fort Worth Mayor and City Council
You are responsible to distribute our reports to other officials who have legal oversight authority or those
responsible for acting on audit findings and recommendations, and to others authorized to receive such
reports.
The following apply for the audit services described above:
Our We will conduct our audit in accordance with auditing standards generally
Responsibilities accepted in the United States of America (GAAS), the standards applicable to
financial audits contained in Government Auditing Standards issued by the
Comptroller General of the United States, Title 2 U.S. Code of Federal
Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards(Uniform Guidance)and
State of Texas Uniform Grant Management Standards (UGMS). Those
standards require that we plan and perform the audit of the financial statements
to obtain reasonable rather than absolute assurance about whether the financial
statements are free of material misstatement, whether caused by fraud or error,
and the audit of compliance with the types of compliance requirements described
in the OMB Compliance Supplement and UGMS applicable to each major federal
and state award program to obtain reasonable rather than absolute assurance
about whether noncompliance having a direct and material effect on a major
federal and state award program occurred.
City of Fort Worth
August 13,2021
Page 5
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of significant accounting estimates made by management,
as well as evaluating the overall presentation of the financial statements.
Limitations & Because of the inherent limitations of an audit, together with the inherent
Fraud limitations of internal control, an unavoidable risk that some material
misstatements or noncompliance having a direct and material effect may not be
detected exists, even though the audit is properly planned and performed in
accordance with GAAS.
In making our risk assessments, we consider internal control relevant to your
preparation and fair presentation of the financial statements in order to design
audit procedures that are appropriate in the circumstances but not for the purpose
of expressing an opinion on the effectiveness of your internal control. However,
we will communicate to you in writing any significant deficiencies or material
weaknesses in internal control relevant to the audit of the financial statements
that we identify during the audit. Also, in the future, procedures could become
inadequate because of changes in conditions or deterioration in design or
operation. Two or more people may also circumvent controls, or management
may override the system.
We are available to perform additional procedures with regard to fraud detection
and prevention at your request,subject to completion of our normal engagement
acceptance procedures. The actual terms and fees of such an engagement would
be documented in a separate contract to be signed by you and BKD, LLP.
Opinion We cannot provide assurance that an unmodified opinion will be expressed.
Circumstances may arise in which it is necessary for us to modify our opinion,
add an emphasis-of-matter or other matter paragraph(s), or withdraw from the
engagement. If we discover conditions that may prohibit us from issuing a
standard report, we will notify you as well. In such circumstances, further
arrangements may be necessary to continue our engagement.
Your Management and,if applicable,those charged with governance acknowledge and
Responsibilities understand their responsibility for the following:
• For the preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United
States of America
• For the design,implementation,and maintenance of internal control relevant
to the preparation and fair presentation of financial statements that are free
from material misstatement,whether due to fraud or error
City of Fort Worth
August 13,2021
Page 6
• For identifying and ensuring compliance with the laws, regulations,
contracts,and grants applicable to your activities(including your federal and
state award programs)
• To provide us with:
o Access to all information of which you are aware that is relevant to
the preparation and fair presentation of the financial statements such
as records, documentation,and other matters
o Additional information that we may request for the purpose of the
audit
o Unrestricted access to persons within the entity from whom we
determine it necessary to obtain audit evidence
The results of our tests of compliance and internal control over financial reporting
performed in connection with our audit of the financial statements may not fully
meet the reasonable needs of report users. Management is responsible for
obtaining audits, examinations, agreed-upon procedures, or other engagements
that satisfy relevant legal, regulatory, or contractual requirements or fully meet
other reasonable user needs.
Written As part of our audit process,we will request from management and,if applicable,
Confirmations those charged with governance written confirmation acknowledging certain
Required responsibilities outlined in this contract and confirming:
• The availability of this information
• Certain representations made during the audits for all periods presented
• The effects of any uncorrected misstatements,if any,resulting from errors or
fraud aggregated by us during the current engagement and pertaining to the
latest period presented are immaterial,both individually and in the aggregate,
to the financial statements taken as a whole
Peer Review Government Auditing Standards require that we provide you with a copy of our
Report most recent external peer review report and any letter of comment, and any
subsequent peer review reports and letters of comment received during the period
of the contract. Our most recent peer review report accompanies this contract.
Supplementary With regard to any supplementary information that we are engaged to report on:
Information
• Management is responsible for its preparation in accordance with applicable
criteria
• Management will provide certain written representations regarding the
supplementary information at the conclusion of our engagement
• Management will include our report on this supplementary information in
any document that contains this supplementary information and indicates we
have reported on the supplementary information
• Management will make the supplementary information readily available to
intended users if it is not presented with the audited financial statements
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Page 7
Assistance with Transactions or changes in business may require you to apply existing standards
Application of differently each year, such as when business operations create new revenue
Standards streams, operations are discontinued, liquidity or operational challenges are
encountered, business combinations are executed, etc. We welcome your
questions throughout the year and are happy to provide general guidance and
routine support; however, our engagement does not include substantive effort to
assist you with applying standards to these circumstances, unless otherwise
indicated in the contract.
City of Fort Worth
August 13,2021
Page 8
Agreed-Upon Procedure Services
We will apply the procedures (subject to final approval by City management) regarding the City of Fort
Worth's Chapter X, Section I 1 of the City Charter (Annual Budget) compliance report, Public Fund
Investment Act, Chapter 2256, Texas Government Code (the Act) compliance report, Texas Commission
of Environmental Quality (TCEQ) compliance report, Section 4(J) Water and Sewer System Revenue
Financing Program compliance report and Section 4K) Water and Sewer System Revenue Financing
Program compliance report as of and for the year ended September 30, 2021. The sufficiency of these
requested procedures is solely the responsibility of the specified parties listed above. Consequently, we
make no representation regarding the sufficiency of the procedures for the purpose for which the report has
been requested or for any other purpose.
Because we have not been engaged to conduct an examination or review,we will not express an opinion or
conclusion, respectively, on the reports listed above. In addition, we have no obligation to perform any
procedures beyond those approved by City management and provided at a later date as an addendum to this
contract.
Danny Martinez, Managing Director, is responsible for supervising the engagement and authorizing the
signing of the report or reports.
We will issue written reports summarizing the procedures performed and the results of those procedures to
the following:
Entity Name Party Name
City of Fort Worth The Honorable Mayor and Members of City
Council
The reports are intended solely for the information and use of the specified parties and are not intended to
be and should not be used by anyone other than these specified parties.
The following apply for the agreed-upon procedure services described above:
Our We will conduct our agreed-upon procedures engagement in accordance with
Responsibilities attestation standards established by the American Institute of Certified Public
Accountants.
Limitations & Our engagement will not include a detailed examination of all transactions and
Fraud cannot be relied upon to disclose misstatements that might exist due to error,
fraud, and illegal acts. However, we will inform you of any such matters, if
material,that come to our attention.
You accept that these procedures are not a substitute for management's
responsibility to ensure controls are in place to prevent and detect theft and all
other forms of fraud and illegal acts. Therefore,you agree we are not responsible
for the cost of damages or any liability arising from errors or irregularities,fraud,
defalcations, or any other form of noncompliance or theft, caused by current or
former employees, directors, owners,or third parties.
Report If,for any reason,we are unable to complete our procedures, we may decline to
issue a report as a result of this engagement.
City of Fort Worth
August 13,2021
Page 9
Management The management of the City is responsible for the following:
Responsibilities
• Proper recording of transactions and preparation of financial statements
• Establishing and maintaining effective internal control over financial
reporting
• Setting the proper tone
• Creating and maintaining a culture of honesty and high ethical standards
• Establishing appropriate controls to prevent, deter, and detect fraud and
illegal acts
• Identifying and ensuring compliance with laws and regulations applicable to
its activities
• Establishing and maintaining effective internal control over compliance
• Implementing and monitoring controls
Written Assertions To facilitate our engagements,management is responsible for providing a written
assertion about the measurement or evaluation of the subject matter against the
criteria, supplying us with all necessary information, and for allowing us access
to personnel to assist in performing our services. It should be understood that
management is responsible for the accuracy and completeness of these items,for
the subject matter and the written assertions referred to above, and for selecting
and determining the appropriateness of the criteria.
At the conclusion of our engagements, management will provide to us a letter
confirming the availability of this information, the written assertions, certain
representations made during the engagements, and acknowledging certain
responsibilities outlined in this contract.
City of Fort Worth
August 13,2021
Page 10
HIPAA Business Associate Agreement
We agree not to use or disclose Protected Health Information("PHI")obtained or produced in any form of
media during the course of our work in a manner prohibited by the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), as amended. We may use or disclose PHI for purposes of
(a)performing our engagement, (b)management and administration of BKD, or (c)carrying out legal
responsibilities of BKD. We will not further disclose information except as permitted or required by this
contract or as required by law. When using or disclosing PHI in relation to this engagement,we will limit
disclosures as required by HIPAA. We will not use PHI in any marketing activities in a manner that would
violate HIPAA. We represent to you that we have implemented what we consider to be appropriate
administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability
of PHI as required for us as a business associate to comply with HIPAA.
With respect to your PHI,we will report to you any breach(as defined in 45 CFR 164.402),material security
incident, or use or disclosure not authorized by this agreement and, to the extent practical, assist you in
mitigating any harmful effects caused by breaches, material security incidents, or unauthorized uses or
disclosures of which we become aware. To assist you in fulfilling your responsibility to notify impacted
individuals and others of a breach involving unsecured PHI(as required under 45 CFR 164.400 et seq.), in
this report we will identify to you,to the extent reasonably possible:
1. Each individual whose unsecured PHI was subject to the breach.
2. Any other available information you are required to include in your notification to such
individual(s)or others under 45 CFR 164.404(c).
We agree that any material violation of these confidentiality provisions by us entitles you to terminate this
engagement. Similarly,if we become aware of a violation of HIPAA by you that cannot be or is not timely
cured,we may be obligated to terminate this engagement.
BKD agrees to:
1. Upon their request, make available to the Secretary of Health and Human Services (HHS) our
internal practices and books and records relating to the use and disclosure of PHI for purposes of
determining your compliance with the Security and Privacy Rule, subject to any applicable legal
privileges.
2. Make available information necessary for you to make an accounting of disclosures of PHI about
an individual.
3. To the extent we maintain information that is part of a Designated Record Set, make available
information necessary for you to respond to requests by individuals for access to PHI that is not in
your possession but is considered part of a Designated Record Set.
4. Upon receipt of a written request from you, incorporate any amendments or corrections to PHI
contained in our workpapers in accordance with the Security and Privacy Rule to the extent such
PHI is considered part of a Designated Record Set.
City of Fort Worth
August 13,2021
Page 11
For purposes of this agreement,the term"Security and Privacy Rule"refers to the final rules published to
implement the Administrative Simplification provisions of the Health Insurance Portability and
Accountability Act of 1996, specifically 45 CFR Parts 160 and 164. The terms "Protected Health
Information" and"Designated Record Set" have the same meaning as defined in the Security and Privacy
Rule.
At the conclusion or termination of this engagement, any PHI retained by us will be subject to the same
safeguards as for active engagements.
We will obtain from any agents, including subcontractors,to whom we provide PHI received from you, or
created or received by us on behalf of you, an agreement to the same restrictions and conditions that apply
to us with respect to such PHI.
To the extent that any relevant provision of HIPAA is eliminated or held to be invalid by a court of
competent jurisdiction,the corresponding portion of this agreement shall be deemed of no force and effect
for any purpose. To the extent that any relevant provision of HIPAA is materially amended in a manner
that changes the obligations of business associates or covered entities that are embodied in term(s) of this
engagement, the Parties agree to negotiate in good faith appropriate amendment(s)to this engagement to
give effect to such revised obligations. In addition, the terms of this engagement should be construed in
light of any interpretation and/or guidance on HIPAA issued by HHS from time to time.
8/18/2021 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA Fn
DATE: 6/22/2021 REFERENCE NO.: **M&C 21-0454 LOG NAME: 13AUDIT SERVICES
CODE: G TYPE: CONSENT PUBLIC HEARING: NO
SUBJECT: (ALL) Authorize Execution of a Professional Services Agreement with BKD, LLP
for External Financial Audit Services in an Amount Not to Exceed $900,000.00 per Year for
a Three-Year Initial Term with Two One-Year Renewal Options
RECOMMENDATION:
It is recommended that the City Council authorize execution of a professional services agreement with
BKD, LLP to provide external financial audit services for the City of Fort Worth in an amount not to
exceed $900,000.00 per year for a three-year initial term with two one-year renewal options.
DISCUSSION:
The Financial Management Services Department (FMS) will use the professional services agreement
with BKD, LLP (BKD) to obtain external financial audit services for the City. Services will include
review of the City's financial statements to ensure conformity with generally accepted accounting
principles, examination of compliance with requirements established by state law and the City Charter
and Ordinances and certain limited procedures involving supplementary information required by the
Governmental Accounting Standards Board (GASB). All services will be provided in accordance with
generally accepted auditing standards as set forth by the American Institute of Certified Public
Accountants and Government Auditing Standards.
On April 19, 2021, a request for qualifications (RFQ) external financial audit services was issued by
FMS with a proposal deadline of May 10, 2021. Proposals addressing evaluation criteria that
included experience and performance for comparable government engagements, implementation of
GASB statements, quality of professional personnel, availability of technical consultation, proposed
staffing plan, techniques, analytical procedures, Diversity and Inclusion (DVIN) participation and price
were received from the following firms:
BKD, LLP
C LA
Crowe, LLP
Deloitte &Touche LLP
RSM
Weaver &Tidwell, L.L.P. d/b/a Weaver
The proposals were evaluated by the selection committee (Committee), which consisted of key staff
from the FMS, Water and Internal Audit Departments. The proposals were evaluated based on the
following criteria:
Firm's Qualifications and Experience (50\%)
Understanding the Needs of the City (25\%)
Commitment to Business Equity (15\%)
Reasonableness of Costs (10\%)
The top three responding firms were invited to give a presentation and participate in an interview
process. Based on ratings received in both processes, BKD was ranked the highest. The Committee
agrees the recommended firm meets specifications and that its price is fair and reasonable. Staff from
the DVIN office scored the commitment to business equity component of the evaluation criteria. The
RFQ and proposal received from the selected firm are attached.
ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by
the City Manager in an amount of up to $100,000.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
Business Equity
apps.cfwnet.org/counciI_packet/mc_review.asp?ID=29003&counciIdate=6/22/2021 1/2
8/18/2021 M&C Review
BKD, LLP is in compliance with the City's Business Equity Ordinance by committing to 15\% Business
Equity participation on this project. The City's Business Equity goal on this project is 15\%.
Agreement Terms
Upon City Council's approval, a contract will be executed with an initial three-year term beginning on
execution and ending three years thereafter.
Renewal Options
This agreement may be renewed for up to two successive one-year terms at the City's option. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the General Fund to support the approval of the above recommendation
and execution of the agreement. Prior to any expenditure being incurred, the Financial Management
Services Department has the responsibility to validate the availability of funds.
TO _
Fund Department Account Project Program Activity Budget Reference # Amount
ID I ID I I Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_ Jay Chapa (5804)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Anthony Rousseau (8338)
ATTACHMENTS
RFQ-2021 External Audit Services Official.pdf
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