HomeMy WebLinkAboutContract 40132ci Y SECRETARY
CONTRACT NO. 4o i a
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, its duly
authorized member.
RECITALS
WHEREAS, Consultant provides professional financial planning; and
WHEREAS, the City is in need of professional financial planning to assist City
in completion of its Fiscal Year 2010-2011 Five -Year Financial Plan for the General
Fund (the "2011 Financial Plan"); and
WHEREAS, City and Consultant desire to enter into a contract to have such
services provided, which will benefit the City.
NO`'V, 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 gence, 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 March 15,
2010 and ending on the date as of which the City determines the Services are complete,
June, 30, 2010, whichever occurs first (the "Term").
3. Fee. The City shall pay an aggregate of $19,800.00. Payment from City to
Consultant shall be made on an invoice basis following receipt by City from Consultant
of a invoice. The invoice shall be submitted to City no later than the 15th day following
the end of a given month. It is presumed that the Consultant will spend approximately
130 to 150 hours on this project. Any major variation from this plan will require approval
from the City and Consultant. Such time will be coordinated with a representative of the
Budget Division to ensure performance of this contract.
OFFICIAL RECORD
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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 of termination. In the
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 PROPERTY DAMAGE 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 Oli�IISSION 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:
$500,000 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:
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Workers' compensation coverage is not required for services provided pursuant to
this Agreement.
• Limits of Consultant Professional Liability:
It is understood that a majority of the information and analysis will be provided
by city staff under the coordination of the Consultant, for which the Consultant is
not professionally liable. In the event of major errors, omissions on the part of the
Consultant, the extent of the Consultant's professional liability shall be limited to
the fees listed in section 3.
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. Comuliance 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. The consultant will leave any relevant electronic and hard -copy
files with the city as city property. To the extent any additional records exist, 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.
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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.
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
BeckBrook
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.
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. Headings 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 Rights. 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
Assistant City Manager
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APPROVED AS TO FORM AND LEGALITY:
Assistant Ci%y Attorney
M&C: none required
By: l��
City Secretary
GOVERNMENT RESOURCE ASSOCIATES, LLC,
a Texas limited.liabilitycnmpany:
By:
Date: %/�//���
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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 FYI O-I I budget
process.
DEADLINE/OUTCOME: The deliverable will be a preliminary presentation presented to
the city council at a workshop/retreat currently planned for May 25, 2010. Thereafter,
follow-up plans will be made based on council input and the budget decisions within the
scope and timing available.
ROLES AND RESPONSIBILITIES:
• City will provide equipment and facilities for Consultant to work and meet
• City will provide staff analysis and support for generating data, compiling data,
analyzing data, and prepare working schedules
o In particular, city budget staff will generate a 2"d quarter re -estimate for the
period ending March, 31, 2010 and provide it and continuing future year
forecast model by mid April, 2010.
o Budget staff will be responsible for identifying object cost and revenue drivers
and future year impacts of ongoing operations. Staff will prepare and compile
the detail financial data under the direction of the budget manager and the
consultant.
• City will provide management oversight of process to ensure compatibility with other
financial documents such as operating budget and financial statements
o In particular, city budget and finance staff will ensure that the financial plan
ties to the most recently completed FY2009 CAFR.
o Management staff will provide direction as to the basis of figures to be used
for the FY2010-11 planning year. This direction will be provided at the kick
off meeting
• City will provide leadership on management initiatives and guidance on driving
forces that may affect the plan
• Consultant will facilitate budget and finance resources in compiling the data and
assisting in validation checks
o In particular, consultant will work with planning and economic development
staff to develop property value assumptions for the upcoming and future
budget years.
o Consultant will work with budget staff and other external
resources/consultants for projection of sales tax revenues.
• Consultant will help coordinate other department resources as inputs to the planning
process and through the assigned analyst
• Consultant will facilitate review sessions with assigned review team, and
management
• Budget staff will compile the presentations to review team, management, and council;
consultant will support and review
• Budget Officer will make final presentation to City Council
TARGET TIMLLINLS:
Tuesday March 30, 2010 — Kick off with Budget Team; Meet with
Planning/Development team
Week %J May 11 —Draft financial plan to Assistant City Manager
(Staff will need to have received budget submission from departments and updated into
planning file by May 100)
Week of May 18 —Draft presentation to CMO executive team
Tuesday May 25, 2010 —Council Presentation