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HomeMy WebLinkAboutContract 50239 CITY SECRETARY CONTRACT N0. 3 January 22, 2018 � OFF�S��PRNk � Mr. Jesus "Jay" Chapa Assistant City Manager The City of Fort Worth. City Hall, 3rd Floor 200 Texas Street Fort Worth, Texas 76102 Dear Mr. Chapa: As you may know, McGuireWoods Consulting LLC is a separately incorporated, but wholly owned subsidiary of McGuireWoods LLP. McGuireWoods LLP is a large multi-national law firm. Given the law firm's size and client base, and the City of Fort Worth's size and stature, McGuireWoods LLP may be asked to represent existing and future clients that are competitors of The City of Fort Worth in legal matters where the clients' interests are adverse to The City of Fort Worth's interests. This legal adversity could include actual or potential business ventures and transactions, litigation and other disputes resolution proceedings. As part of it's engagement for The City of Fort Worth, McGuireWoods Consulting LLC has agreed not to provide lobbying services within Texas on issues that are adverse to City of Fort Worth's interests without prior written consent. This agreement will in no way alter that commitment, and simply clarifies that our existing contract was intended to cover legislative lobbying services performed by McGuireWoods Consulting LLC, rather than unrelated legal work performed by McGuireWoods LLP. The City of Fort Worth agrees not to use the legislative lobbying work that McGuireWoods Consulting LLC does for The City of Fort Worth in Texas as a basis for seeking to disqualify McGuireWoods LLP from representing clients in legal matters that are directly adverse to the City of Fort Worth but unrelated to the consulting services that McGuireWoods Consulting LLC provides to The City of Fort Worth. McGuireWoods Consulting LLC and McGuireWoods LLP agree that if any such adversity does occur as a result of work undertaken by McGuireWoods LLP, the McGuireWoods Consulting LLC team working on behalf of The City of Fort Worth will be completely screened from, and share no information about The City of Fort Worth with any McGuireWoods LLP attorney who may undertake unrelated matters adverse to The City of Fort Worth. Sincerely, Kwame Walker Vice President OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX STATE OF TEXAS § COUNTY OF TARRANT § AGREEMENT This Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), acting herein by and through its duly authorized Assistant City Manager, and McGuireWoods Consulting, LLC ("Consultant"), acting herein by and through its duly authorized Member. The City and Consultant are individually referred to as a "party," and collectively referred to as the "parties." For and in consideration of the covenants and promises contained herein, the parties hereto agree as follows: 1 General Provisions & Scope of Services For and in consideration of the payment of the amount of money set out in Section Five (5) below, Consultant agrees to represent the City concerning legislative and administrative matters in the form of communications to be used during the official session of the Texas Legislature and at other times during the term of this Agreement. More specifically, Consultant agrees to perform the personal services described in Exhibit 'A" which is attached hereto and made a part of this Agreement for all purposes. 2. Term of Agreement This Agreement shall begin February 1, 2018 and terminate September 30, 2018 ("Initial Term"), unless terminated sooner as provided herein. The City shall have the option to renew and extend this Agreement up to two additional one-year periods. The terms and conditions of this Agreement are subject to re-negotiation upon mutual consent of both parties at the time of each such renewal. 3. Point of Contact Consultant agrees to cooperate with the City's Governmental Relations staff and the City Manager, who shall relate to Consultant requests from the City. For purposes of this Agreement, the term City Manager shall include the City Manager and his or her designee. Consultant will respond to requests made by the Mayor, the Chair of the Legislative and Intergovernmental Affairs Committee, the City Manager, and the City's Governmental Relations staff. Consultant will coordinate all responses or actions taken on the City's behalf through the Governmental Relations staff or appropriate City staff. 4. Independent Contractor Status Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent, servant or employee of the City. Consultant shall McGuireWoods Consulting,LLC 2018 Legislative Agreement Page 1 of 8 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 $6,000 per month. It is understood that said payments are due and payable by City upon receipt of an invoice from Consultant. In addition, the City shall reimburse Consultant an amount not to exceed $1,000.00 per year for approved expenses. Unless otherwise agreed to by the parties, payment under this Agreement shall not exceed the total amount of $49,000.00 for the Initial Term for services and expenses. In the event the parties enter into a full-year renewal, payment under this Agreement shall not, unless otherwise agreed to by the parties, exceed the total amount of $73,000.00 per year for services and expenses for a full-year renewal period. 6. Termination Either party may terminate this Agreement for breach upon ten (10) days written notice if the other party fails to cure such breach to the satisfaction of the non-breaching party within the 10 day time period. Either party may terminate this Agreement without cause by providing a thirty (30) day written notice to the other party. Upon termination, all reports and other work product prepared by Consultant hereunder whether fully or partially completed, shall become the property of the City, and shall be returned to the City immediately at no additional cost to the City. Upon termination, all payment obligations of the City under this Agreement shall end. 7. Work Product Consultant shall furnish the City periodic reports on its work at such time as the City may request. All of the reports, information and data prepared or assembled for City under this Agreement shall be kept confidential and shall not be made available to any individual or organization without the prior written approval of the City, except as such disclosure may be required by law. 8. Conflict of Interest& Other Clients Consultant shall inform the City of any other municipalities, counties, or transit agencies it represents and any other of its clients that might represent a potential conflict of interest. If the City, in its sole discretion, believes that a conflict exists, such conflict shall be discussed by Consultant and the City and resolved to the satisfaction of the City. McGuireWoods Consulting,LLC 2018 Legislative Agreement Page 2 of 8 Consultant shall comply with Section 305.028 of the Texas Government Code. 9. Compliance with State Anti-Boycott Law Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel' and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 10. 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. 11 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. 12. Notices All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Consultant: City of Fort Worth McGuireWoods Consulting, LLC Attn: City Manager 816 Congress Ave, Suite 940 200 Texas Street Austin, Texas 78701-2442 Fort Worth, TX 76102 with copies to: City Secretary, City Attorney and McGuireWoods Consulting,LLC 2018 Legislative Agreement Page 3 of 8 Governmental Affairs Division at the same address 13. 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. 14. Liability CONSULTANT SHALL INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, LAWSUITS, DAMAGES, LOSSES, JUDGMENTS AND LIABILITIES, ARISING FROM CONSULTANT'S OWN NEGLIGENCE, WRONGFUL ACTS, ERRORS, OMISSIONS, OR INTENTIONAL MISCONDUCT AS A RESULT OF CONSUTLANT'S PERFORMANCE PURSUANT TO THIS AGREEMENT. CONSULTANT SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING SOLELY FROM THE CITY'S NEGLIGENCE, WRONGFUL ACTS, ERRORS, OMISSIONS OR INTENTIONAL MISCONDUCT. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. 15. Review of Counsel The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. McGuireWoods Consulting,LLC 2018 Legislative Agreement Page 4 of 8 16. 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. 17 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. 18. 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. 19. Assignment The Consultant may not assign or subcontract any of its rights or obligations without the prior consent of the City, which consent may be withheld in the City's sole and absolute discretion. 20. 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. McGuireWoods Consulting,LLC 2018 Legislative Agreement Page 5 of 8 21. Execution —Signature Authority; Counterparts The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. This Agreement may be executed in counterparts, each of which so executed shall be deemed an original and such counterparts together shall constitute the same agreement. 22. 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. Executed on this day of 2018. CONSULTANT: CITY OF FORT WORTH: F r By: 4t`• By: Kwalae Walker Jesus "Jay" Chapa Vice President, State Government Relations Assistant City Manager Date: /S Date: —vim ORT Attest: Mary ays ' y Se reta * Air ed as to F' rm a egalityr.. 5 By: � Denis roy, Yst. City Attorney t./ OFFICIAL RECORD CITE!SECRETARY McGuireWoods Consulting,LLC FT.WORTH,TX 2018 Legislative Agreement Page 6 of 8 EXHIBIT "A" SCOPE OF SERVICES 1. Consultant will provide advice and counsel regarding those state agencies and commissions which interface with the City and will promote working relationships and goodwill between the City and key staff and board members of those state agencies and commissions, when requested by the City. 2. During the legislative session and interim sessions, Consultant will work with City staff to ensure attendance at relevant committee meetings or hearings and ensure that appropriate written reports are prepared. 3. Consultant will inform the City (generally by contacting the City Manager's designee) of any legislative initiatives felt to be possibly detrimental to the interests of the City, the City's Comprehensive Plan or the City's State Legislative Agenda, as Consultant becomes aware of any such initiative. 4. Consultant will assist the City Manager and other designated City staff in the development and coordination of the City's legislative programs 5. Consultant will generally cooperate with City Manager or his designee to promote the passage of proposed legislative initiatives included in the City Council adopted legislative agenda/packet, in cooperation with City representatives. Consultant will assist, when requested, in acquiring sponsors for bills in the legislative packet. 6. Consultant will assist the City Manager and other designated City staff in defeating any legislation, amendments to legislation, appropriation or other action by the Texas Legislature that will erode, weaken, decrease or take away the City's authority to govern the municipal affairs of the City or that is detrimental to the interests of the City of Fort Worth. 7. Consultant will assist the City Manager and other designated City staff in the review and analysis of pending and proposed legislation as well rule proposals by state regulatory agencies, and provide the City with notification on issues of interest or concern on a proactive basis. 8. Consultant will assist the City Manager and other designated City staff in the development and evaluation of strategies for the support, defeat or amendment of pending legislation, policy, rules and funding opportunities. 9. Consultant will assist the City Manager and other designated City staff in the presentation of regular oral and written reports to the City Council and other stakeholders, as well as provision of requested reports on legislative action. 10. Consultant will assist the City Manager and other designated City staff periodically with logistical support for City Council members, City Management, City staff and the staffs thereof while said are in Austin attending conferences or public hearings and or meetings. McGuireWoods Consulting,LLC 2018 Legislative Agreement Page 7 of 8 11. Consultant will promote working relationships and goodwill between the City and members of the Texas Legislature, the Texas Executive Branch, state agency leadership, state Commission leadership, state board leadership and the staffs thereof, with particular emphasis on Texas House and Texas Senate leadership, key committee chairs and members, the Tarrant County delegation and members of state agencies, state commissions and state boards. 12. Consultant will assist in introducing City Manager or his designee to members of the Texas Legislature and staff members, in particular the leadership and members of the Tarrant County legislative delegation and members of state agencies, state commissions and state boards. 13. Consultant will provide advice and counsel to City Manager or his designee, City Council or other City staff regarding legislative strategy and provide such background information as proponents, opponents, attitude of key legislators, and positions of related entities. 14. When requested by City Manager or his/her designee, Consultant will, communicate with written memorandum or telephonically, summarize contacts made with state legislators, state agency leadership, state board leadership and key staff on behalf of the City. As the need arises, he/she will discuss with City Manager or his/her designee coverage of key legislative committee hearings/meetings, state agency hearings/meetings, state board hearings/meetings and proposer will attend hearings/meetings upon request, as necessary and possible. McGuireWoods Consulting,LLC 2018 Legislative Agreement Page 8 of 8 CONTRACT COMPLIANCE MANAGER: I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name. T.J. atterson Title/*0 d