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Home My WebLink AboutContract 36788-A1 AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 36788 STATE OF TEXAS § § CITY SECRETARY CONTRACT NO. COUNTY OF TARRANT § WHEREAS, the City of Fort Worth ("City") and New Dimensions Solutions, Inc. ("NDS") made and entered into City Secretary Contract No. 36788 (the "Contract") which was authorized by the City Council by M&C C-22706 on March 4, 2008; WHEREAS,the Contract involves professional training services for the following project: Fort Worth Reliability Centered Maintenance Pilot Projects for the Water Department WHEREAS, NDS has assigned its rights and obligations under the Contract to PricewaterhouseCoopers LLP ("PwC") pursuant to a Consent to Assignment and Amendment document provided to City staff on July 23, 2008, attached hereto as Attachment"A' WHEREAS, City consents to said assignment and City and PwC seek to amend the assigned Contract as proposed in Attachment-A-I"hereto; WHEREAS, it has become necessary to execute this Amendment No. 1 to said Contract to change the Consultant from NDS to PwC and incorporate the amendments suggested by Attachment"A-1". NOW THEREFORE, City and PwC, acting herein by and through their duly authorized representatives, enter into the following agreement that amends the Contract: 1. From July 23, 2008 forward, the duties, obligations, rights and responsibilities of New Dimensions Solutions, Inc. as Consultant shall be those of PricewaterhouseCoopers LLP as Consultant; 2. Article 3, Term, shall be amended to be and read: Unless terminated pursuant to the terms herein,this Agreement shall be for a 0-r F C;s r -4C�R� -1- CITY SECRETARY � ORIGINAL FT.WORTH,TX term of 2 years,beginning upon the date of its execution,or until the completion of the subject matter contemplated herein,whichever occurs first. 3. Article 16,Notices, shall be amended to be and read: Consultant: PricewaterhouseCoopers LLP Attn: Marius Basson, Director 734 Franklin Avenue,#514 Garden City,NY 11530 4. The Contract is amended to incorporate the provisions set forth in Attachment "A-1 attached hereto and incorporated herein by this reference. 5. All other provisions of the Contract which are not expressly amended herein shall remain in full force and effect. EXECUTED on this the-0-1 S+ day of No, 2008, in Fort Worth, Tarrant County, Texas. ATTEST: CITY OF FORT WORTH: arty Hendrix Fernando Costa City Secretary Assistant City Manager No Ib &C APPROVAL RECOMMENDED: Approve o Form qA Le alit S. Frank Crumb, P.E., Director Amy Vlkam y Water Department Assistant ty Attorney CONSULTANT: PricewaterhouseCoopers LLP By: �. Marius Basson Director Advisory Service -2- CITY S C%R IARY FT,WORTH,TX New York Office Toronto Office 600 Mamaroneck Ave,Suite 400 1 Yonge Street,Suite 1801 Harrison NY 10528 Toronto,M5E1W7 EM Nf-,. :h July 23, .008 Citv of Fort Worth 1000 Thmckmorton Street Fort Worth,Texas 76102 Attention: Chris Harder Re: Consent to Assignment and Amendment of NDS Contracts and Transfer of Data Dear Madam or Sir: PricewaterhouseCoopers LLP ("PwC") and New Dimension Solutions, Inc_ ("NDS') have entered into an Asset Purchase Agreement, whereby PwC will acquire various assets relating to NDS' consulting services business(the"Business"),of which you are a present client. Following,the closing of the sale transaction (the"Closing"), PwC will be undertaking any engagements with you regarding the work of the Business, subject to your agreement to the contractual amendments set forth on Attachment I to this letter. Consequently, at the Closing, NDS will transfer to PwC its client files,contracts, and work papers in each case relating to the Business, including such files,contracts and work papers relating to you and your employees. PwC will, and will cause its partners, principals, employees, advisors and affiliates, to keep such files, contracts and work papers confidential in accordance with the terms of your continuing engagement with PwC and in accordance with PwC's standard confidentiality policies. NDS requests that you, by counter-signing this notice where indicated below, consent to the transfer to PwC of such client files and work papers, including all confidential information contained therein,,and to the assignment to PwC of such contracts; provided, however,that PwC is not assuming any liabilities under the contracts prior to the date of assignment. In addition, by counter-signing below, you agree to the contractual amendments set forth on Attachment 1. PwC will be contacting you shortly to coordinate the transition. In the meantime, if you have any questions, please call Karl Bromley at(213)910-9101. Thank you, PRICI:WA1F.RHOUSL'COOPERS LLP NER'DtMF'vSION SOLUTIONS,INC. By Atct 1i -/i le,_" 4 Ld-y: Name: David Etheridge Name: Ch U n Title: Partner Title: C-E0 Acknowledged and agreed this day of 2008 Ciry of FO RI WORTH Bv: Name: APPRO AS TO FORM AND LEGALITY: Title: Assistant tY A tomey ATTACHMENT "A" CITY SECRETARY FT WORTH,TX New York Office Toronto Office 600 Mamaroneck Ave,Suite 400 1 Yonge Street,Suite 1801 Harrison NY 10528 Toronto,MEW Attachment l Contractual Amendments I. Definitions, Agreements Amended. "Agreements" means, individually and collectively,the following agreement(s): City Secretary Contract No. 36788, dated as of March 4,2008, between the City of Fort Worth and New Dimension Solutions, Inc.,together A ith any amendments thereto. As used herein, the term "PwC`'means PricewaterhouseCoopers LLP, a Delaware limited liability partnership. All references to New Dimension Solutions in the Agreements are replaced with references to PwC. "City"means the City of Fort Worth. 2. Conflict. To the extent there is any coalit t between any provision of any of the Agreements and any provision ofthis Attachment 1,the relevant provision of this Attachment 1 shall control. 3. Additional Terms. The following provisions are hereby added to each of the Agreements: a. Standards of Performance; Disclaimers. PwC will perform the services and other work under the Agreement("Services") in accordance with the Standards for Consulting Services promulgated by the American Institute of Certified Public Accountants("AICPA"). PwC's role is advisory only. Accordingly, PwC will not provide an audit or attest opinion or other form of assurance,and PwC will not verify or audit any information provided to it. Because PwC will provide the Services solely for City's use and benefit and pursuant to a relationship exclusively with City, PwC disclaims anv contractual or other responsibility to others based upon the Services or upon any deliverables or advice PwC provides. b. City Responsibilities. City is responsible for all management functions and decisions relating to the Services, including without limitation evaluation and acceptance of the scope, adequacy and results of the Services for its purposes. City will designate a competent individual to oversee the Services. c. I_,imitation of Liability. Except to the extent resulting from PwC's gross negligence or intentional misconduct,PwC's aggregate liability for all claims under this Agreement and in connection with its subject matter, regardless of the theory of liability asserted,whether based in contract,indemnity,negligence or otherwise,is limited to no more than twice the total amount of fees paid to PwC under the statement(s)of work under this Agreement giving rise to the liability. PwC will not be liable for lost profits or any consequential, indirect,punitive,exemplary or special damages. Also,PwC shall have no liability arising from or relating to any third party hardware,software,information or materials selected or supplied by City. d. Termination. PwC may terminate the Agreement or any statement of work thereunder to the extent necessary to comply with applicable law, regulation or professional standard. (End of Attachment 1) ATTACHMENT nr:.." A-1 CITY SEER iARY FT. jC NTH,TX