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CrrY SECRETARY
STATE of TEXAS § CONTRACT No.
COUNTY OF TARRANT §
SERVICES AGREEMENT
This Agreement ("Agreement") is made and entered into by and between the City of
Fort Worth ("City"), acting herein by and through its duly authorized Assistant City Manager,
Adams & Zottarelli, LLC, acting by and through its managing partner, and Solutions for Local
Control, LLC, acting by and through its duly authorized principal. Adams & Zottarelli, LLC and
Solutions for Local Control, LLC, are joint partners under this Agreement, (collectively referred
to as "joint partners" or "Consultant"), and the entities whose personal services are to be
retained hereunder. The City and Consultant are individually referred to as a "Party," collectively
referred to as the "Parties."
WHEREAS, on or about June 5, 2012, the City issued a Request for Qualifications
("RFQ") for representation and consultation services for legislative and administrative matters
before the Texas Legislature during the official sessions of the Texas Legislature, and at other
times as deemed necessary; and
WHEREAS, Consultant submitted a joint response to the RFQ, indicating the existence
of a partnership for the purposes of providing joint services under this Agreement; and
WHEREAS, the parties wish to enter into an Agreement whereby the Consultant shall be
jointly responsible for providing services to the City as set forth herien.
NOW THEREFORE, In consideration of the covenants and promises contained herein,
the parties hereto agree as follows:
1.
General Provisions & Scope of Services
For and in consideration of the payment of the amount of money set out in Section Five
(5) below, Consultant agrees to represent the City concerning legislative and administrative
matters in the form of communications to be used during the official session of the Texas
Legislature and at other times during the term of this Agreement. More specifically, Consultant
agrees to perform the personal services described in Exhibit "A," which is attached hereto and
made a part of this Agreement for all purposes.
2.
Term of Agreement
This Agreement shall be effective as of October 1, 2012 and terminate September 30,
2013 ("Initial Term"), unless terminated sooner as provided herein. The City shall have the
option to renew and extend this Agreement for one year, with the period beginning October 1,
2013, and terminating on September 30, 2014 ("Renewal Term"). The terms and conditions of
this Agreement are subject to re-negotiation uDon onsent of both parties at the time of
such renewal. AL PEcOR D
OFF
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&Zottarelli LLC iCl
Solutions for Local Control,LLC SIECRETARY
2012-2013 Legislative Agreement C1T�
Page 1 of 10 ,WORTHi TX
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3.
Point of Contact
Consultant agrees to cooperate with the City's Director of Governmental Relations and
the City Manager, who shall relate to Consultant requests from the City. For purposes of this
Agreement, the term City Manager shall include the City Manager and his or her designee.
Consultant will respond to requests made by the Mayor, the Chair of the Legislative and
Intergovernmental Affairs Committee, the City Manager, and the City's Director of Governmental
Relations. Consultant will coordinate all responses or actions taken on the City's behalf through
the Director of Governmental Relations or appropriate City staff. Consultant shall designate a
single point of contact authorized to make binding decisions on behalf of the joint partners.
4.
Independent Contractor Status
As between the City and Consultant, Consultant shall perform all work and services
hereunder as an independent contractor and not as an officer, agent, servant or employee of
the City. Consultant shall have exclusive control of, and exclusive right to control, the details of
the services performed hereunder and shall be solely responsible for the acts or omissions of
his officers, agents, employees, and subconsultants. Nothing herein shall be construed as
creating a partnership or joint enterprise between the City and Consultant, its officers agents,
employees, and subconsultants, and the doctrine of respondeat superior shall have no
application as between the City and Consultant.
5.
Payment, Expenses &Travel
In full payment and consideration for all services provided hereunder, the City shall pay
Consultant an amount not to exceed $3833.33 per month. The parties agree that all payments
for services under this Agreement shall be made payable to Adams & Zottarelli, LLC, for and on
behalf of the joint partners. It is understood that said payments are due and payable by City
upon receipt of an invoice from Adams & Zottarelli, LLC For the Initial Term, and the Renewal
Term, the City shall reimburse Consultant an amount not to exceed $1,000.00 for approved
expenses. The $1,000.00 limit for expenses shall be the combined total allotted for expenses for
the joint partners. Unless otherwise agreed to by the parties, payment under this Agreement
shall not exceed the total amount of$47,000.00 for services and expenses.
G.
Termination
The City may terminate this Agreement at any time for breach of this Agreement by
providing a ten (10) day written notice or the City may terminate this Agreement without cause
by providing a thirty (30) day written notice to Consultant. Upon termination, all products
prepared by Consultant hereunder whether completed or partially completed, shall become the
property of the City, and shall be returned to the City immediately at no additional cost to the
City. Upon termination, all payment obligations of the City under this Agreement shall end,
except for payment for any services already rendered up through the effective date of the
termination.
7.
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Solutions for Local Control,LLC
2012-2013 Legislative Agreement
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A ,
Work Product
Consultant shall furnish the city periodic reports on its work at such time as the City may
request. All of the reports, information and data prepared or assembled for City under this
Agreement shall be kept confidential and shall not be made available to any individual or
organization without the prior written approval of the City, except as such disclosure may be
required by law.
8.
Conflict of Interest&other Clients
Consultant shall inform the city of any other municipalities or counties or transit
agencies it represents and any other of its clients that might represent a potential conflict of
interest. If the City, in its sole discretion, believes that a conflict exists, such conflict shall be
discussed by consultant and the city and resolved to the satisfaction of the city.
Consultant shall comply with Section 305.028 of the Texas Government code.
J.
Governing Law &Venue
This Agreement shall be construed in accordance with the laws of the state of Texas. If
any action, whether real or asserted, at law or in equity, arises on the basis of any provision of
this Agreement, venue for such action shall lie in state courts, located in Tarrant county, Texas
or the Federal District courts of the Northern District of Texas.
10.
Availability of Funds
In the event no funds or insufficient funds are appropriated and budgeted or are
otherwise unavailable by any means whatsoever in any fiscal period for payments due under
this Agreement including any renewal periods, then the City will immediately notify Consultant of
such occurrence and this Agreement shall be terminated on the last day of the fiscal period for
which appropriations were received without penalty or expense to the city of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which funds shall
have been appropriated and budgeted or are otherwise available.
11.
Notices
All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid, or by hand delivery:
City: Consultant:
Adams&Zottarelli,LLC
Solutions for Local Control,LLC
2012-2013 Legislative Agreement
Page 3 of 10
City of Fort Worth Adams &Zottarelli, LLC
Attn: City Manager Attn: Angelo Zottarelli, Principal
1 000 Throckmorton 405 W. 14th Street
Fort Worth, TX 75102 Austin, Texas 78701
with copies to: Solutions for Local Control, LLC
The City Attorney and Attn: Fred Hill, Principal
Governmental Relations 909 N. Waterview Drive
Director at the same address Richardson, Texas 75080
12.
Access to Records; Audit
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine any directly pertinent
books, documents, papers and records involving transactions relating to this Agreement.
Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. The City shall give Consultant
reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontracts hereunder a provision to the
effect that the subconsultants agree that the City shall, until the expiration of three (3) years
after final payment under the subcontract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such subconsultant, involving transactions
to the subcontract, and further, that City shall have access during normal working hours to all
subconsultant facilities, and shall be provided adequate and appropriate work space, in order to
conduct audits in compliance with the provisions of this article. City shall give subconsultant
reasonable advance notice of intended audits.
13.
Liability
CONSULTANT SHALL BE JOINTLY AND SEVERALLY LIABLE, AND SHALL
INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FROM ANY AND ALL CLAIMS,
CAUSES OF ACTION, LAWSUITS, DAMAGES, LOSSES, JUDGMENTS AND LIABILITIES,
ARISING FROM CONSULTANT'S OWN NEGLIGENCE, WRONGFUL ACTS, ERRORS,
OMISSIONS, OR INTENTIONAL MISCONDUCT AS A RESULT OF CONSUTLANT'S
PERFORMANCE PURSUANT TO THIS AGREEMENT. CONSULTANT SHALL NOT BE
LIABLE FOR ANY DAMAGES OR LOSSES ARISING SOLELY FROM THE CITY'S
NEGLIGENCE, WRONGFUL ACTS, ERRORS, OMISSIONS OR INTENTIONAL
MISCONDUCT.
14.
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Solutions for Local Control,LLC
2012-2013 Legislative Agreement
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Entirety of Agreement
This Agreement shall be the entire, full and complete agreement between the Parties
concerning the subject matter hereof and shall supersede all prior agreements. There are no
valid or binding representations, inducements, promises or agreements, oral or otherwise,
between the Parties that are not embodied herein. No amendment, change, or variance of or
from this Agreement shall be binding on either Party unless agreed to in writing signed by both
of the Parties. This Agreement may be executed in counterparts, each of which so executed
shall be deemed an original and such counterparts together shall constitute the same
agreement.
15.
Headings not Controlling
The headings appearing at the beginning of each paragraph of this Agreement are for
convenience only and do not define, limit or construe the contents of any such paragraph.
Whether expressly indicated or not, the singular usage includes the plural, and the neuter usage
includes the masculine or the feminine or both the masculine and the feminine.
18.
Waiver
The City and the Consultant may waive an obligation of or restriction upon the other
under this Agreement only in writing. No failure, refusal, neglect, delay, forbearance or omission
of the City or the Consultant to exercise any right or remedy under this Agreement or to insist
upon full compliance by the other with his, her or its obligation hereunder shall constitute a
waiver of any provisions(s) of the Agreement.
17.
severability
Each provision of this Agreement or part thereof shall be severable. If, for any reason,
any provision or part thereof in this Agreement is finally determined to be invalid and contrary to,
or in conflict with, any existing or future law or regulation, such determination shall not impair the
operation or affect the remaining provisions of this Agreement, and such remaining provisions
will continue to be given full force and effect and bind each Party. Each invalid provision or part
thereof shall be deemed not to be a part of this Agreement.
18.
Assignment
The Consultant, individually or jointly, may not assign or subcontract any of its rights or
obligations without the prior consent of the City, which consent may be withheld in the city's sole
and absolute discretion.
19.
Adams&Zottarelli,LLC
Solutions for Local Control,LLC
2012-2013 Legislative Agreement
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Force Majeure
It is expressly understood and agreed by the Parties that if the performance of any
obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement
weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national
disasters; riots; material or labor restrictions; transportation problems; or any other
circumstances which are reasonably beyond the control of the Party obligated or permitted
under the terms of this Agreement to do or perform the same, regardless of whether any such
circumstance is similar to any of those enumerated or not, the Party so obligated or permitted
shall be excused from doing or performing the same during such period of delay, so that the
time period applicable to such obligation shall be extended for a period of time equal to the
period such Party was delayed.
20.
Signature Authority
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective Party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative
of Consultant whose name, title and signature is affixed on the Verification of Signature
Authority Form, which is attached hereto as Exhibit "B" and incorporated herein by reference.
Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
[Signature Page Follows]
Executed on this day of kwa, 2012.
Adams&Zottarelli,LLB`
Solutions for Local Control,LLC
2012-2013 Legislative Agreement
Page 6 of 10
ADAMS &ZOTTARELLI, LLC: CITY of FORT WORTH:
By: 40 A- On-
By:
Angel Z ar Ili C rles W. Daniels
Principal Assistant City Manager
Dater �.r ,Z r Z— Date: /0. D. Z
ATTEST: Approved a Form and Legality:
B '
Name: Maleshia . Farmer
Title: Assistant city Attorney
Contract Authorization:
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ATTEST:
Name:
Title:
OFFICIAL RECORD
Adams&Zottarelli,LLC CITY SRETARY
Solutions for Local Control,LLC
2012-2013 Legislative Agreement ���WoRTH9 TX
Page 7 of 10
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EXHIBIT "A"
SCOPE OF SERVICES ARE LIMITED TO PENSION RELATED ISSUES
1. Consultant will provide advice and counsel regarding pension related issues with
those state agencies and commissions which interface with the City and will promote working
relationships and goodwill between the city and key staff and board members of those state
agencies and commissions, when requested by the City.
2. During the legislative session (2013), Consultant will work with City staff to ensure
attendance at relevant interim committee meetings or hearings and legislative committee
meetings or hearings relating to the issue of pensions and ensure that the appropriate written
reports are prepared.
3. consultant will inform the City (generally by contacting the city Manager) of any
pension related legislative initiatives felt to be possibly detrimental to the interests of the City,
the city's Comprehensive Plan or the City's State Legislative Agenda, as they become aware of
any such initiative.
4. consultant will assist the City Manager and other designated city staff in the
development and coordination of the city's legislative program relating to pension initiatives.
5. consultant will generally cooperate with city Manager to promote the passage of
proposed legislative pension related initiatives included in the City Council adopted legislative
agenda/packet, in cooperation with City representatives. Consultant will assist, when
requested, in acquiring sponsors/authors for pension related appropriations, riders, legislation,
amendments, initiatives or other action in the packet.
6. Consultant will assist the City Manager and other designated city staff in defeating any
pension related legislation, amendments to legislation, appropriation or other action by the
Texas Legislature that will erode, weaken, decrease or take away the city's authority to govern
the municipal affairs of the City or that is detrimental to the pension interests of the City of Fort
Worth.
7. Consultant will assist the City Manager and other designated city staff in the review
and analysis of pending and proposed pension related legislation, appropriation, rider,
legislation, amendment, initiative as well rule proposals by state regulatory agencies, and
provide the city with notification on issues of interest or concern on a proactive basis.
8. Consultant will assist the city Manager and other designated city staff in the
development and evaluation of strategies for the support, defeat or amendment of pending
pension legislation, pension policy, pension regulatory rules and pension related funding
opportunities.
0. consultant will assist the City Manager and other designated city staff in the
presentation of regular oral and written reports to the City Council and other stakeholders
relating the issue of pensions, as well as provision of requested reports on pension legislative
actions.
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Solutions for Local Control,LLC
2012-2013 Legislative Agreement
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•
10. consultant will assist the City Manager and other designated city staff periodically
with logistical support for City Council members, City Management, City staff and the staffs
thereof while said are in Austin attending pension related conferences or pension related public
hearings and or meetings.
11. Consultant will promote working relationships and goodwill between the City and
members of the Legislature, the Executive Branch, state agency leadership, state Commission
leadership, state board leadership and the staffs thereof, with particular emphasis on House and
Senate leadership, key committee chairs and members, the Tarrant County delegation and
members of pension related state agencies, pension related state commissions and pension
related state boards.
12. Consultant will assist in introducing City Manager or his/her designee to members of
the Legislature and staff members, in particular the leadership and members of the Tarrant
County legislative delegation and members of pension related state agencies, pension related
state commissions and pension related state boards.
13. consultant will provide advice and counsel to city Manager or his/her designee, City
Council or other city staff regarding pension related legislative strategy and provide such
background information as proponents, opponents, attitude of key legislators, and positions of
related entities.
14. When requested by City Manager or his/her designee, consultant will, communicate
with written memorandum or telephonically, summarize contacts made with state legislators,
pension related state agency leadership, pension related state board leadership and key staff
on behalf of the City. As the need arises, they will discuss with the City Manager or his
designee coverage of key pension related legislative committee hearings/meetings, pension
related state agency hearings/meetings, pension related state board hearings/meetings and
proposer will attend pension related hearings/meetings upon request, as necessary.
15. Consultant shall not have the authority to represent or represent the interest of the
City of Fort Worth before members of the Texas Legislature, the Executive Branch, state
agency leadership, state commission leadership, state board leadership, House or Senate
leadership, key committee chairs and/or members, and the staffs thereof, on any non-pension
related issues without the express written consent of the City Manager or his/her designee.
Adams&Zottarelli,LLC
Solutions for Local Control,LLC
2012-2013 Legislative Agreement
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EXHIBIT "B"
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Adams & Zottarelli, LLC
Legal Address: 405 West 14th Street, Austin, TX 78701
Services to be provided: Consulting and representation regarding pension related issues
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind the Consultant and to execute any
agreement, amendment or change order on behalf of Consultant. Such binding authority has
been granted by proper order, resolution, ordinance or other authorization of consultant. The
City is fully entitled to rely on the warranty and representation set forth in this Form in entering
into any agreement or amendment with Consultant. Consultant will submit an updated Form
within ten (10) business days if there are any changes to the signatory authority. The City is
entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Consultant.
1. me:
ositio
Ntur '
2. Name:
Position:
Si to re
3. Name:
Position:
Signature
Name:
Signature of President/ CEO
Other Title:
Date:
Adams&Zottarelli,LLC
Solutions for Local Control,LLC
2012-2013 Legislative Agreement
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