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HomeMy WebLinkAboutContract 36863 Ci i l' SECRETARY CONTRACT NO. PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH, a home rule municipal corporation organized under the laws of the State of Texas (the "City"), acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager/Chief Financial Officer, and GOVERNMENT RESOURCE ASSOCIATES, LLC, a Texas limited liability company ("Consultant"), acting by and through Becky Brooks Grimm, its duly authorized member. RECITALS WHEREAS, Consultant provides professional financial forecasting; and WHEREAS,the City is in need of professional financial forecasting to assist City in completion of its Fiscal Year 2008-2009 Five-Year Financial Forecast for the General Fund(the 112009 Financial Forecast"); and WHEREAS, City and Consultant desire to enter into a contract to have such services provided,which will benefit the City. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. Services. Consultant covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, all objectives described in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes (collectively, the "Services"). 2. Term. The Services shall be provided by Consultant for a term beginning February 18, 2008 and ending on the date as of which the City determines the Services are complete, or April 11, 2008, whichever occurs first(the"Term"). 3. Fee. The City shall pay Consultant $120 per hour for Services rendered hereunder, for a total amount not to exceed an aggregate of $21,600.00. Payment from City to Consultant shall be made on an invoice basis following receipt by City from Consultant of a signed invoice. The invoice shall be submitted to City no later than the 15th day following the end of a given month. 4. Termination. Either party may cancel this Agreement at any time and for any reason by providing the other party within ten (10) days' written notice CITY `6EC-I APY `^ U 04-07-08 A09:40 IN event this Agreement is terminated prior to expiration of the Term, the City shall pay Consultant only for Service actually rendered as of the effective date of termination. 5. Independent Contractor. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractors and program participants. The doctrine of respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Consultant. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant is in the paid service of City. 6. Indemnification. CONSULTANT AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) CONSULTANT'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE SERVICES OR THE PERFORMANCE OF THIS AGREEMENT. Consultant shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. This Section 6 shall survive the expiration or termination of this Agreement. 7. Insurance. During the term of this Agreement, Consultant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section 7 as well as any and all other public risks related to Consultant's performance of its obligations under this Agreement. Consultant shall specifically obtain the following types of insurance at the following limits: • Automobile Liability: $1,000,000 per occurrence or accident; including, but not limited to, all vehicles, whether owned or hired, in use by Consultant, its employees, agents or subcontractors; and • Workers' Compensation/Employer's Liability: 2 Workers' compensation coverage is not required for services provided pursuant to this Agreement. 8. Assignment. Consultant shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 9. Compliance with Law. Consultant, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, employees or subcontractors, then Consultant shall immediately desist from and correct such violation. 10. Non-Discrimination. Consultant, in the execution, performance or attempted performance of this contract and Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will Consultant permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth("Discrimination in Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Consultant, its agents, employees or subcontractors. 11. Right to 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 of the Consultant 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 of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of one (1) year after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. This Section 11 shall survive the expiration or termination of this Agreement. 3 12. Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments 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 shall have been appropriated. 13. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void. 14. Governing Law / Venue and Jurisdiction. This Agreement shall be governed by the laws of the state of Texas. Should any action, whether real or asserted, at law or in equity, rise out of the execution, performance, attempted performance of this Agreement, venue for any action shall lie in state district courts located in Tarrant County, Texas. 15. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand-delivery or via U.S. Postal Service certified mail,postage prepaid, to the address of the other party shown below: Karen L. Montgomery, Assistant City Manager/CFO Becky Brooks Grimm, Pres/CEO City of Fort Worth 6805 Savannah Lane 1000 Throckmorton St. Fort Worth, Texas 76132 Fort Worth, Texas 76102 (817) 308-5189 (817) 392-2689 16. Non-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 herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such term or right on any future occasion. 17. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services and proposed services with respect to the Project. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. The City acknowledges that Consultant may use products, materials or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, Consultant understands and agrees that any information held by the City is subject to various public information laws and regulations, including, but not limited to, Chapter 552 of the Texas Government Code, the Texas Public Information Act. 4 Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. 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 Maieure. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headinas Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. No Third Party R i!hts. The provisions and conditions of this Agreement are solely for the benefit of the City and Consultant, and are not intended to create any rights, contractual or otherwise, to any other person or entity. IN WITNESS WHEREOF,the parties hereto have executed this agreement in multiples as of the later date below: CITY OF FORT WORTH: ATTEST: Karen L. Montgomery Marty Hendrix Assistant CityManaager/CFO City Secretary Date: qr ,/ry/ 'Oe- APPROVED AS TO FORM AND LEGALITY: NO &C REQUIRED M", YEN, 5 By. Assistant Ci Attorney M&C: none required GOVERNMENT RESOURCE ASSOCIATES, LLC, a Texas limited 1' bility comp y: By: Bec y ooks Grimm Member Date: - Z/hl Exhibit"A" PURPOSE: The purpose of the plan is to provide planning projections on revenues and expenditures as a framework for council deliberation heading into the FY08-09 budget process. DEADLINE/OUTCOME: The deliverable will be a preliminary presentation presented to the city council at a workshop/retreat on April 8,2008. Thereafter, follow-up plans will be made based on council input and the budget decisions with in the scope and timing available. GOALS IN THE PROCESS: • Incorporate multi-disciplinary input through an assumption review team • Incorporate departmental input on revenues and service delivery issues • Develop a process in the budget office where present staff can continue updating the series of worksheets on a routine basis, including o Connection to financial reporting data o Consistent formatting with other financial/budgetary reports o More in-depth analysis of critical revenue sources STEPS IN PROCESS: 1. Identify stakeholders 2. Develop and assemble 3. Roll out assumptions to critical team members for revenue and expenditure projections 4. Receive and incorporate input on projected amounts 5. Link historical figures to official documents (i.e. CAFR, adopted budget, etc.) 6. Run preliminary plan for assumption team 7. Refine run preliminary plan for management team 8. Finalize for City Council ROLES AND RESPONSIBILITIES: • City will provide equipment and facilities for contractor to work and meet • City will provide staff analysis and support for generating data, compiling data, analyzing data, and prepare working schedules • City will provide management oversight of process to ensure compatibility with other financial documents such as operating budget and financial statements • City will provide leadership on management initiatives and guidance on driving forces that may affect the plan • Contractor will facilitate budget and finance resources in compiling the data and assisting in validation checks • Contractor will help coordinate other department resources as inputs to the forecast process and through the assigned analyst • Contractor will facilitate review sessions with assigned review team, and management 7 • Contractor will compile the reports and presentations to review team,management, and council • Contractor will make final presentation to City Council 8