HomeMy WebLinkAboutContract 43654CITY SECRETARY/ ,
CONTRACT NO. � 5I P��I
CONTRACT FOR PROFESSIONAL SERVICES,
This Professional Services Contract ("Contract") is made by and between the City of Fort Worth,
a home -rule municipal corporation of the State of Texas, acting herein by and through its duly authorized
Assistant City Manager (the "City"), and Emma S. Walker, P.C., a Texas professional corporation, acting
herein by and through its duly authorized President (the "Consultant").
1.
Scope of Services
Consultant agrees to perform in accordance with the highest professional industry standards the
following professional accounting services:
1.1 Assist the City in completion of its Fiscal Year 2012 Comprehensive Annual Financial
Report ("CAFR");
1.2 Provide general ledger account reconciliations;
1.3 Provide overall cash to equity reconciliations; and
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
shalt be $45,000.00, which shall include all expenses incurred by Consultant.
2.2 Payment shall be made for work on the listed scope of services based on an hourly rate
of $90.00 per hour for work performed by Emma S. Walker personally and $70.00 per hour for work
performed by Consultant's other professional accounting staff.
2.3 Consultant shall submit monthly invoices to the City for payment of the sums referenced
in Section 2.2. Each invoice shall include (i) the City's contract number, (ii) the City's purchase order
number, (iii) the identity of each individual performing work, (iv) the quantity of hours worked by each
identified individual, and (v) the dates work was performed by each identified individual. Time sheets
covering invoiced timeframes shall be submitted with each invoice.
09-28-12 P03:46 I N
Contract for Professional Services - Emma S. Walker, P C. / City of Fort Worth
•
ii OFFICIAL RECORD
CITY SECRETARY
fleWORTh, TX
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 on the date of execution
by the City and shall expire on completion of all work contemplated herein, but not later than September
30, 2013.
4.
Termination
4.1 The City may terminate this Contract for its convenience on ten (10) days' written notice
to Consultant. On receipt of such notice, Consultant shall immediately discontinue all services and work
and the placing of all orders or the entering into agreements for all supplies, assistance, facilities and
materials in connection with the performance of this Contract and shall proceed to cancel promptly all
existing agreements 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.
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 on for which funds shall have been appropriated and budgeted.
Contract for Professional Services - Emma S. Walker, P.C. / City of Fort Worth Page 2 of 8
4.4 On 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
5.1 Consultant shall be liable for and shall indemnify and hold the City and its officers.
agents and employees harmless for any loss, damage, liability, or expense for damages, and damages
to property and injuries, including death. to any person, including but not limited to officers, agents,
or employees of Consultant or its subcontractors, that may arise out of any negligent act, error,
omission, or intentional misconduct 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 any of them, resulting from such negligent act, error, omission, or
intentional misconduct and shall pay all expenses and satisfy all judgments that may be incurred by or
rendered against them or any of them in connection therewith resulting from such negligent act,
error, omission, or intentional misconduct.
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, or agent of the Consultant or any employee, officer, or
agent of any subcontractor to perform any activity under this Contract without first executing a release
containing such provisions.
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. The doctrine of respondeat superior
shall have no application as between the City and the Consultant. It is further understood that the City
Contract for Professional Services - Emma S. Walker, P.C. / City of Fort Worth Page 3 of 8
shall in no way be considered a co -employer or a joint employer of Consultant, or any officer, agent,
servant, employee, or subcontractor 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, and subcontractors.
7.
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 by the City ("City Information") 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.
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 and at no additional cost to the City, 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. 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)
Contract for Professional Services - Emma S. Walker, P.C. / City of Fort Worth Page 4 of 8
years after final payment under the subcontract and at no additional cost to the City, 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 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.
9.
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.
10.
Notices
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 agent employee, servant, or
representative, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received to the other party by United States Mail, registered, return receipt requested, addressed as
follows:
TO THE CITY:
City of Fort Worth
Attn: Finance Department
1000 Throckmorton
Fort Worth TX 76102
Facsimile 817-392-2514
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 Contract:
Contract for Professional Services - Emma S. Walker, P.C. / City of Fort Worth
Page 5 of 8
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 Contract. The
minimum limit of insurance required is $1,000,000.00 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 Contract. Consultant shall submit
an annual certificate of insurance to the City to evidence coverage.
12.
Nondiscrimination.
As a condition of this Contract, Consultant covenants that it will take all necessary actions to
ensure 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
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 Contract 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.
14.
Force Majeure
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Contract. If either party is unable, either in whole or part, to fulfill its
obligations under this Contract due to acts of God; strikes, lockouts, or other industrial disturbances; acts
of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes;
fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the
United States or of any state; declaration of a state of disaster or emergency by the federal, state, county,
or City government in accordance with applicable law; any arrests and restraints; civil disturbances; or
explosions; or some other reason beyond the parry's reasonable control (collectively, "Force Majeure
Event"), the obligations so affected by such Force Majeure Event will be suspended during the
Contract for Professional Services - Emma S. Walker, P.C. / City of Fort Worth Page 6 of 8
continuance of such event.
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.
Headings
Headings and titles used in this Contract are foi reference purposes only and shall not be deemed
a part of this Contract.
17.
Review of Counsel
The parties acknowledge that each Party and its counsel have had the opportunity to review and
revise this Contract 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 Contract or exhibits
hereto.
18.
Amendment
No amendment modification, or alteration of the terms of this Contract shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the parties hereto.
19.
Signature Authority
The person signing this Contract hereby warrants that he or she has the legal authority to execute
this Contract on behalf of his or her respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to
rely on this warranty and representation in entering into this Contract.
Contract for Professional Services - Emma S. Walker, P.C. / City of Fort Worth Page 7 of 8
20.
Entirety of Agreement
This Contract 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 Contract.
IN WITNESS WHEREOF, the parties hereto have executed this Contract in multiples this
ofh�<4.,-2012.
CITY OF FORT WORTH:
By:
Date:
L,LUCLAILNC
n Alanis
ssistant City Manager
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APPROVED AS TO FORM AND LEGALITY:
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CONTRACT AUTHORIZATION:
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Date Approved:
EMMA S. WALKER, P.C.:
By:
Emma S. Walker
President
Date:
ATTEST:
By:
Name:
Title:
Date:
OFFICIAL RECORD
CITY SECRETARY
tMMAPT1'C; u %S
Contract for Professional Services - Emma S. Walker, P.C. / City of Fort Worth
Page 8 of 8
Mills, Stephanie
From:
S ent:
To:
S ubject:
Jackson, Marilyn
Monday, October 01, 2012 9:30 AM
Mills, Stephanie
RE: Question over contract
N o, I don't think so, Legal and ACM signed already.
Mcwaywf
Contracts Supervisor
FMS-Purchasing
City of Fort Worth
817-392-2059 Phone
817-392-8440 Fax
tnarilvn.iackson@ fortworthtexas. rov
From: Mills, Stephanie
Sent: Monday October 01, 2012 9:16 AM
To: Jackson, Marilyn
Subject: Question over contract
Good morning'
Regarding the Professional Services Agreement with Emma Walker underneath Ms. Watsons' signature is a place for an
attest signature that is blank. Before I number this contract, I need to know if this signature is necessary.
Thanks,
Stephanie Mills
Adminisrative Technician
City Secretary's Office
(817)392-6090
Stenhanie.Mills@fortworthtexas.gov
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