HomeMy WebLinkAboutContract 40441ciTr secREraRr
CONTRACT NO, 4n441
CONTRACT FOR PROFESSIONAL SERVICES
This Professional Services Contract ("Contract") is made by and between the City of Fort
Worth, Texas, a municipal corporation situated in Tarrant, Denton, and Wise Counties, Texas,
hereinafter called ty," acting herein by and through Karen L. Montgomery, its duly authorized
Assistant City Manager and Emma S. Walker, PC, an individual, hereinafter called "Consultant."
1.
Scope of Services
Consultant agrees to perform in accordance with the highest professional indushy
standards the following professional accounting services:
1.1 Assist the City in completion of its Fiscal Year 2010 and Fiscal Year 2011
Comprehensive Annual Financial Report ("CAFR");
1.2 Provide general ledger account reconciliations
1.3 Provide overall cash to equity reconciliations
1.4 Prepare and train City staff on Capitalized Interest
2.
Compensation; Payment Schedule
2.1 The maximum amount to be paid to Consultant for all services performed hereunder
shall be $25,000.00, which shall include all expenses incurred by Consultant.
2.2 Payment shall be made based on an hourly rate of $70.00 per hour for Consultant's
staff and $90.00 per hour for Emma S. Walker for work on the listed scope of services,
herereinafter "Consultant's Fee."
2.3 Consultant shall submit monthly invoices to the City for payment of the sums
referenced in Section 2.2.
OFFit��Af.. RECt��tD
CITY SECRETARY
FT. WORTH, TX
Contract for Professional Services 0 0_ 1� -1 0 A 1 0� 5 6 I
Emma S. Walker, PC /City of Fort Worth
Page 1 of 8
2.3.1 Invoices shall include the City's contract number and contract purchase
order number, the quantity of hours worked and the dates work was performed. Time sheets
covering invoiced timeframes shall be submitted with the invoices.
2.4 It is understood that this Contract contemplates the provision of full and complete
consulting services for this project, including any and all necessary changes or contingencies to
complete the work as outlined in Section 1, "Scope of Services," for the fee described in Section
2.2.
3.
Term
Unless terminated pursuant to section 4, this Contract shall be effective upon the date of
execution and shall expire upon completion of all work contemplated herein, but not later than
September 30, 2011.
4.
Termination
4.1 The City may terminate this Contract for its convenience upon ten (10) days written notice
to Consultant. Upon receipt of such notice, Consultant shall immediately discontinue all services and
work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities
and materials in connection with the performance of this Contract and shall proceed to cancel promptly
all existing contracts insofar as they are chargeable to this Contract. If the City terminates this Contract
under this Section 4.1, the City shall pay Consultant for services actually performed in accordance
herewith prior to such termination, less such payments as have been previously made, in accordance
with a final statement submitted by Consultant documenting the performance of such work.
4.2 The City may terminate this Contract for cause in the event Consultant fails to perform in
accordance with the requirements contained herein. In such event City shall give Consultant written
notice of Consultant's failure to perform, giving Consultant seven (7) calendar days to come into
compliance with the Contract requirements. If Consultant fails to come into compliance with this
Contract, City shall notify Consultant in writing and this Contract shall be terminated as of the date of
such notification. In such event, Consultant shall not be entitled to any additional compensation.
Contract for Professional Services
Emma S. Walker, PC /City of Fort Worth
Page 2 of 8
4.3 In the event no funds or insufficient funds are appropriated and budgeted by the City in any
fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this
Contract shall terminate on the last day of the fiscal period for which appropriations were made
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 and budgeted. City has informed
Consultant that, concurrently with approval of this Contract, City will appropriate and budget 100% of
the funds specified in this Contract, so that all funds will be appropriated and budgeted prior to the
commencement date of this Contract. This notification shall not otherwise abrogate the City's right to
terminate for non -appropriation of funds or to make payment in accordance with Section 2 herein.
4.4 Upon termination of this Contract for any reason, Consultant shall provide the City with
copies of all completed or partially completed documents prepared under this contract.
5.
Liability, Indemnification and Release
S.1 Consultant shall be liable for and shall indemnify and Bold the City mid its officers,
agents and employees harmless for any loss, dainage, liability or expense for dannages, and
damages to property and iniuries, including death, to any person, including but not limited to
officers, agents or employees of Consultant or subcontractors, which zrzay arise out of any
iegligent act, error, omission, or intentional iisconduct in the performance of Consultant's
professional services. Consultant shall defend at its own expense any suits or other proceedings
brought against the City, its officers, agents and employees, or alzy of them, resulting from such
negligent act, error, omission, or intentional misconduct; and shall pay all expenses and satisfy
all iudgments which may be incurred by or rendered against them or any of them in connection
therewith resulting from such negligent act, error or omission.
5.2 In addition to the indemnification requirement above, Consultant hereby releases the
City from any liability for injury or property damage incurred during this contract, unless such injury
or property damage was the result of intentional misconduct committed by an employee of the City.
Consultant shall not permit any employee, officer, and agents of the Consultant or any employees,
officers or agents of any subcontractor to perform any activity under this Contract without first
executing a release containing such provisions.
Contract for Professional Services
Emma S. Walker, PC / City of Fort Worth
Page 3 of 8
6.
Independent Contractor
Consultant shall perform all work and services hereunder as an independent contractor and not
as an officer, agent or employee of the City. Consultant shall have exclusive control of, and the
exclusive right to control, the details of the work performed hereunder and all persons performing same
and shall be solely responsible for the acts and omissions of its officers, agents, employees and
subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the
City and the Consultant, its officers, agents, employees and subcontractors; and the doctrine of
respondeat superior shall have no application as between the City and the Consultant. It is further
understood that the City shall in no way be considered a Co -employer or a Joint employer of
Consultant, or any officers, agents, servants, employees or subcontractors of Consultant. Neither
Consultant, nor any of its officers, agents, servants, employees or subcontractors shall be entitled to
any employment benefits from the City. Consultant shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, its officers, agents, servants, employees or
subcontractors.
Disclosure of Conflicts; Confidentiality
7.1 Consultant warrants to the City that it has made full disclosure in writing of any existing or
potential conflicts of interest related to the services to be performed hereunder. Consultant further
warrants that it will make prompt disclosure in writing of any conflicts of interest that develop
subsequent to the signing of this Contract.
7.2 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
a third party without the prior written approval of the City. 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 the City immediately if the
security or integrity of any City information has been compromised or is believed to have been
compromised.
Contract for Professional Services
Emma S. Walker, PC /City of Fort Worth
Page 4 of 8
8.
Right to Audit
8.1 Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this Contract, have access to and the right to examine any directly pertinent books,
documents, papers and records of the Consultant involving transactions relating to this Contract at no
additional cost to the City. 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.
8.2 Consultant further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees 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 subcontractor involving transactions to the
subcontract at no additional cost to the City, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable advance notice of intended audits.
Prohibition of Assignment
Neither party hereto shall assign, sublet or transfer its interest herein without the prior written
consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof
without such prior written consent shall be void.
Notices required pursuant to the provisions of this Contract 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
Contract for Professional Services
Emma S. Walker, PC / City of Fort Worth
Page 5 of 8
follows:
TO THE CITY:
City of Fort Worth
Attn: Finance Department
1000 Throckmorton
Fort Worth TX 76102
Facsimile: 817-3 92-2514
TO CONSULTANT:
Emma S. Walker, PC
Attn: Emma S. Walker
1009 Henderson Street
Fort Worth, TX 76102
Facsimile: 817-332-7404
11.
Insurance
11.1 Consultant shall provide the City with certificate(s) of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to commencement of any work
pursuant to this Agreement:
11.2 Professional Liability insurance shall be maintained to protect against liability or financial
loss, should an error or omission occur in the performance of services under this agreement. The
minimum limit of insurance required is $1,000,000 per claim and aggregate. If coverage is written on a
claims -made basis, the retroactive date shall be coincident with, or prior to the date of the contractual
agreement. The certificate of insurance shall state that the coverage is claims made and include the
retroactive date. The insurance shall be maintained for the duration of the contractual agreement and for
three (3) years following completion of the service provided under this agreement. An annual certificate
of insurance submitted to the City shall evidence coverage.
12.
Nondiscrimination.
As a condition of this Contract, Consultant covenants that it will take all necessary actions to
insure that, in connection with any work under this Contract, Consultant, its associates and
subcontractors, will not discriminate in the treatment or employment of any individual or groups of
Contract for Professional Services
Emma S. Walker, PC /City of Fort Worth
Page 6 of 8
individuals on the grounds of race, color, religion, national origin, age, sex or physical handicap
unrelated to job performance, either directly, indirectly or through contractual or other arrangements.
13.
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.
IC!
Force Majeure
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 (force majeure),
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.
15.
Choice of Law; Venue
15.1. This contract shall be governed by and construed in accordance with the internal law of the
State of Texas.
15.2. Should any action, whether real or asserted, at law or in equity, arise out of the terms of
this Contract, venue for said action shall be exclusively in the District or Federal Courts in Fort Worth,
Tarrant County, Texas,
16.
Entirety of Agreement
This Agreement contains the entire understanding and agreement between the 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.
Contract for Professional Services
Emma S. Walker, PC /City of Fort Worth
Page 7 of S
�ffN
IN W TNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day
of , 2010.
CITY OF FORT WORTH:
By:
Date
Assistant City Manager
4///;>//o
ATTEST:
By:"YN
Marty Hendrix
City Secretary
I\' ' Z�lil �177.�1C�h1C�7:71% /_\►11] Icy
Assistant City Attorney
CONTRACT AUTHORIZATION:
Date Approved:
Contract for Professional Services
Emma S. Walker, PC /City of Fort Worth
Page 8 of 8
/1
EMMA S. WALKER, PC:
By:
Emma S. Warker
Chief Executive Office
Date: q
ATTEST:
�$ �P Name:
Title:
Date:
Date:
*AY
OFFICIAL RECORD
SECRETARY
FT. WORTH, TX