HomeMy WebLinkAboutContract 51340 CITY SECRETARY
CONTRACT N0, Jib_
PROFESSIONAL SERVICES AGREEMENT
MAXIMUS Consulting Services,Inc.
This PROFESSIONAL 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 Fernando Costa, its duly authorized Assistant City Manager, and MAXIMUS Consulting
Services, Inc. ("Consultant"), a Virginia Corporation, and acting by and through Nelson H. Clugston, its
duly authorized Vice President, each individually referred to as a "party" and collectively referred to as
the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
The cost allocation is a plan that determines the cost of General Fund services and utilized by other
Funds within the City within a specific fiscal year. Consultant will develop detailed cost allocation plans
that comply with the provisions of Title 2, Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards(2 CFR 200). The 2 CFR 200 cost allocation plans will be used to
recover indirect costs from federal and state grants by establishing new rates and reconciling actual costs
with charges made in the prior year. Exhibit "A," - Scope of Services more specifically describes the
services to be provided hereunder.
2. TERM.
This Agreement shall begin on October 1, 2018("Effective Date")and shall expire on September
30,2019("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term").
City shall 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 options,at City's sole discretion.
3. COMPENSATION.
City shall pay Consultant a firm fixed fee for the first year of Twenty Seven Thousand Five
Hundred Dollars ($27,500.00) in accordance with the provisions of this Agreement and Exhibit`B,"—
Price Schedule. Consultant shall 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 shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless City first approves such expenses in writing.
4. TERMINATION. OFFICIAL kiK CURD
CITY SECRETARY
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4.1. Written Notice. City or Consultant may terminate this Agreement at any time and for any
reason by providing the other party with 30 days'written notice of termination. In the event of default,the
termination notice shall detail the default and the defaulting party shall have such 30 day notice period to
cure prior to termination. Should the defaulting party fail to cure within the 30 day cure period, this
Agreement shall terminate without further notice.
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 Consultant of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to 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 shall pay Consultant for services actually rendered up to the effective date of
termination and Consultant shall 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, Consultant shall provide City with copies of all completed or partially completed documents first
prepared under this Agreement. In the event Consultant has received access to City Information or data as
a requirement to perform services hereunder, Consultant shall 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. Consultant hereby warrants to City that Consultant has made full
disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Consultant hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Consultant, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City("City Information")as confidential and shall
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 shall promptly
notify Seller.It will be the responsibility of Seller 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. Consultant shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Consultant shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Consultant
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
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Consultant agrees that City shall, until the expiration of three (3)years after final payment under
this contract, 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 books,documents,papers and records,
including, but not limited to, all electronic records, of Consultant involving transactions relating to this
Agreement at no additional cost to City. Consultant agrees that City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section.City shall give Consultant
reasonable advance notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as
to all rights and privileges 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,
Consultant shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subConsultants. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between City, its officers,agents, servants and employees,and Consultant,its officers,agents,employees,
servants,Consultants and subConsultants. Consultant further agrees that nothing herein shall be construed
as the creation of a partnership or joint enterprise between City and Consultant.It is further understood that
City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers,agents,
servants,employees or subConsultant of Consultant. Neither Consultant,nor any officers,agents,servants,
employees or subConsultant of Consultant shall be entitled to any employment benefits from City.
Consultant shall 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 or subConsultant.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- CONSULTANT SHALL 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 CONSULTANT, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND
AGREES 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 PROPERTY
DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'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
CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPER TYINDEMNIFICATION--Consultant 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 shall not apply if City modifies or misuses the software and/or
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documentation. So long as Consultant bears the cost and expense of payment for claims or actions
against City pursuant to this section, Consultant shall 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 shall 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
Consultant 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 shall 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,
Consultant shall fully participate and cooperate with City in defense of such claim or action.
City agrees to give Consultant 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 shall not eliminate Consultant'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, Consultant shall, 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 to Consultant terminate this Agreement, and refund
all amounts paid to Consultant by City,subsequent to which termination City may seek any and all
remedies available to City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Consultant shall 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 shall execute a written agreement with City and Consultant under which the
assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant
and Assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,sub Consultant shall execute a written
agreement with Consultant referencing this Agreement under which sub Consultant shall agree to be bound
by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply.
Consultant shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall 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 work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
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$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Consultant, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employer's liability
$100,000- Bodily Injury by accident;each accident
$1003000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(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 shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' prior written notice of cancellation or non-
renewal shall be provided to City,except for professional liability.Ten(10)days'
prior written notice shall be acceptable in the event of non-payment of
premium.Notice shall be sent to the Certificate Holder on file with the insurance
company.
(d) The insurers for all required 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
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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 shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Consultant has obtained all required insurance shall be
delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it shall 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 Consultant of any violation of such laws,ordinances,rules
or regulations,Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subConsultants and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONSULTANTS OR SUCCESSORS IN
INTEREST, CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered,return receipt requested,addressed as follows:
To CITY: To CONSULTANT:
City of Fort Worth MAXIMUS Consulting Service,Inc.
Attn: Fernando Costa,Assistant City Manager Nelson H.Clugston,Vice President
200 Texas Street 1891 Metro Center Drive
Fort Worth,TX 76102-6314 Reston,VA 20190
Facsimile:(817)392-8654 Facsimile: 703-251-8240
With copy to Fort Worth City Attorney's Office at With a copy to MAXIMUS, Inc. Contracts
same address Department at same address
14. SOLICITATION OF EMPLOYEES.
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Neither City nor Consultant shall, during the term of this Agreement and additionally for a period of one
year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. 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.
16. NO WAIVER.
The failure of City or Consultant to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the 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
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Consultant shall exercise their best efforts to meet their respective duties and obligations
as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C.
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22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A,B and C,contains the entire understanding and agreement
between City and Consultant, their assigns and successors in interest, as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Consultant 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 Consultant's option, Consultant shall 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 Consultant for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Consultant shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Consultant shall adhere to
all Federal and State laws as well as establish appropriate procedures and controls so that no services will
be performed by any Consultant employee who is not legally eligible to perform such services.
CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively,"Work Product"). Further,City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire"within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
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not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Consultant hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark, trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
Notwithstanding the foregoing, to the extent that the Work Product provided by Consultant is
generated by Consultant's proprietary software, nothing contained herein is intended nor shall it be
construed to require Consultant to provide such software to the City. The City agrees that it has no claims
of ownership, including copyright, patents or other intellectual property rights to Consultant's software.
Nothing in this Agreement shall be construed to grant the City any rights to Consultant's materials created
prior to the execution of this Agreement. All of the deliverables under this Agreement are specifically set
out in Exhibit A.
28. 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 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 "C". Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Consultant shall 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 Consultant 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.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
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 contract,
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 contract.
31. LITIGATION REIMBURSEMENT
If Consultant is requested by City to produce Consultant deliverables,documents,records,working
papers, or personnel for testimony or interviews with respect to this Agreement or any services provided
hereunder,then City and Consultant shall execute a change order or new services agreement for the sole
purpose of setting forth any payment and the terms associated with Consultant's response and related to the
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reasonable fees of Consultant in responding. The foregoing does not diminish or negate Consultant's
obligation to negotiate and defend all cost allocation plans and State mandated cost claims as specifically
provided in Paragraph 1 or under the Scope of Services contained in Exhibit A.
31. DATA ACCURACY
Consultant shall provide guidance to the City in determining the data required. The City represents
that all financial and statistical information provided to Consultant by City, its employees and/or agents is
accurate and complete to the best of City's knowledge. The City further acknowledges and agrees that
Consultant shall be entitled to rely upon the accuracy and completeness of the data to perform the services.
City shall provide all such data in a timely manner sufficient to allow Consultant to provide the services.
Consultant shall have no liability to City whatsoever if City provides incomplete or inaccurate data or
provides data in an untimely manner.
32. CONSULTANT LIABILITY IF AUDITED
Consultant shall, upon notice of audit, make work papers and other records available to the auditors.
Consultant's sole responsibility under an audit shall be to provide reasonable assistance to City through the
audit and to make changes to the work product required as a result of the audit. Consultant shall not be
liable for any audit disallowances or any missed or lost revenue associated with,or related to,the Services,
regardless of cause.
33. LIMITATION OF LIABILITY
City agrees that Consultant's total liability to City for any and all damages whatsoever arising out of,or in
any way related to, this Agreement from any cause, including but not limited to negligence, errors,
omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed
$27,500.00. This limitation shall not apply to proven direct damages, liabilities and costs (including
reasonable attorneys' fees) as a result of Consultant's liability for: (i)bodily injury; (ii)personal property
damage; and(iii)U.S.copyright infringement.
In no event shall Consultant be liable for indirect,special, incidental,economic, consequential or punitive
damages,including but not limited to lost revenue,lost profits,replacement goods,loss of technology rights
or services, loss of data,or interruption or loss of use of software or any portion thereof regardless of the
legal theory under which such damages are sought even if Consultant has been advised of the likelihood of
such damages, and notwithstanding any failure of essential purpose of any limited remedy.
Any claim by City against Consultant relating to this Agreement must be made in writing and presented to
Consultant within one(1) year after the date on which Consultant completes performance of the Services
specified in this Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this I"
day of October,2018.
(Signature page follows)
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Professional Services Agreement Page 11 of 15
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,including ensuring all performance and
BY Y
Name: Fernando Costa reporting requirements.
Title: Assistant City Manager
Date: J ;28118 By:
4ame: I- [APPROVAL RECOMMENDED: Lthnr
APPROVED AS TO FORM AND LEGALITY:
By:
Name :Lynda Jo son [
Title: Chief Performance Officer By: r/ _
N, e: John B. Stro g
ATTEST: Title: Assistant ity Attorney
CONTRACT AUTHORIZATION:
IFY
ame: Ma J. a , -A� 010
Title: City Secretary ; .A
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CONSULTANT: �XAS
MAXIMUS Consulting Services-, Inc._
By: i �1
Na L wren Ful,
Title : . klt .
Date: q �'
OFFICIAL RECORD
CITY s ECRETARY
FT.WOR" Hj TX
Professional Services Agreement Page 12 of 15
EXHIBIT A
SCOPE OF SERVICES
Cost allocation is a plan that determines the cost of General Fund services utilized by other Funds within
the City within a specific fiscal year. Consultant will develop detailed cost allocation plans that comply
with the provisions of Title 2,uniform Administrative Requirements,Cost Principles, and Audit
Requirements for Federal Awards (2 CFR 200). The 2 CFR 200 cost allocation plans will be used to
recover indirect costs form federal and state grants by establishing new rates and reconciling actual costs
with charges made in the prior year.
1. Consultant shall develop detailed cost allocation plans that comply with the provisions of Title 2,
Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal
Awards(2 CFR 200),Appendix VII(D). The following plans will be prepared:
• Cost Allocation Plan per 2 CFR 200 based on actual costs for fiscal year(FY) 2017; and
• Full Cost Allocation Plan based on budget costs for FY2019.
The 2 CFR 200 cost allocation plans will be used to recover indirect costs from federal
and state grants by establishing new rates and reconciling actual costs with charges made
in the prior year.
2 CFR 200 is available on the federal government's website at
https//www.gpo.gov/fdsys/granule/CFR-2014-title2-voll/CFR-2014-title2-voll-part200-
appVII. Further information(2CFR225) can be found at
https://www.gpo.izov/fdsys/granule/CFR-2012-title2-voll/CFR-2012-title2-voll/CRF-
2012-title2-voll-part225/content-detail.htmi.
2. Consultant shall negotiate completed cost allocation plans with the appropriate federal and/or
state representatives if requested. Also, Consultant shall assist City in preparing claims to the
state and/or outside resources to ensure that City receives all recoveries owed to it.
3. Consultant shall develop full cost allocation plans in accordance with a full cost concept. The full
cost plan will include general government costs and will be used for management purposes such
as internal service costing,administrative cost transfers from enterprise funds,and information
for budgeting. The full cost plans will be based upon budgeted costs for fiscal year(FY) 2017.
4. The city of Fort Worth Water and Wastewater Enterprise Fund provide services to other City
Enterprise Funds which are not considered"utility rate" services. These services include but are
not limited to: customer account setup and database management,monthly billing,remittance
processing,customer service,accounting,and delinquency maintenance.
• Consultant shall obtain an understanding of services being provided to other enterprise
funds;
• Consultant shall determine cost drivers;
• Consultant shall differentiate between costs common to the parties while identifying costs
that exceed the Water Department's stand-alone costs;
• Consultant shall estimate direct and indirect costs being absorbed by the Water and
Wastewater Enterprise Fund; and
• Consultant shall develop a fair and equitable allocation method for costs to the various
Enterprise Funds for the services performed.
Vendor Services Agreement—Exhibit A Page 13 of 15
EXHIBIT B
PRICE SCHEDULE
Consultant Hour Summary Project Director Project Manager Project Advisor Total
T.Tangen M.Miller J.Glennon
Total Hours,all tasks 9.00 207.00 3.00 219.00
Hourly Rates $ 230.00 $ 122.00 $ -
Hourly Charges $ 2,070.00 $ 25,254.00 $ - $27,324.00
Travel-Mileage,Parking,Etc. $ - $ 176.00 $ - $ 176.00
TOTAL FEE $27,500.00
-- I
I
I
Hours I
Task Name
Initiate MAXIMUS Project
Conduct Kickoff Meeting 8
Update Project Schedule 4
Create Project Repository 4
Conduct Research and Gather Materials
Determine Available Financial Information 4
Classify Departments 3
Determine Administrative Departments 3
Determine Allocation Bases 1 13
Develop Allocation Data 24
Analyze Expenditures 2 16
Develop Full-Cost CAP
Adjust Costs to Include Federal Unallowable Costs 2
Allocate Central Services Costs 24
Summarize Costs 12
._........
Formalize Full-Cost CAP 4
Review Full-Cost CAP with Core City Personnel 2 3 1
Prepare Final Full-Cost CAP 2
Identify the Water and Wastewater Fund Cost of Services
Review W/WW Fund Financial Information Sources 2
Update Organization Charts 1
Determine W/WW Administrative Costs 3
Interview W/WW Service Staff 8
Collect Allocation Statistics 6
Prepare Costing Worksheets 10
Formalize W/WW Fund CAP 2 6
Review W/WW Fund CAP with Core City Personnel 2
Prepare Final W/WW Fund CAP 1
Develop OMB CAP
Allocate Central Services Costs 16
Summarize Costs 16
Formalize OMB CAP 6
Review OMB CAP with Core County Personnel 2 3 2
Prepare Final OMB CAP 1
TOTAL HOURS 9 207 3
Vendor Services Agreement—Exhibit B Page 14 of 15
MAXIMUS
N}.ANG GOVERMMENT SUVETM PEOPLE'
EXHMIT C
VERIFICATION OF SIGNATURE AUTHORITY
CERTIFICATE OF CORPORATE SECRETARY
The undersigned Secretary of MAXIMUS Consulting Services,Inc.(the"Corporatiod)hereby
certifies that Lauren Fujioka,Director,Contracts&Legal Counsel,has been authorized by the
Board of Directors of the Corporation to sign the City of Fort Worth,Texas CAP contract. This
authorization is provided on behalf of the Corporation in accordance with internal procedures
adopted by the Corporation.
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the seal of the Corporation.
SEA],
David R.Francis
Secretary
Date: 7 0
Prof—iOnal1§ffVi% is gyMfgojtrfbN.VA 20190 1 703.251.5500 1703.251 'Ax I WWW.MAX1M_- 5of 15
Vendor Services Agreement—Exhibit C Page 15 of 15