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HomeMy WebLinkAboutContract 43779-R1 (2)CRETARY CITY S EHo. L)5'77q) sa_sseaa. FIRST RENEWAL OF CITY SECRETARY CONTRACT NO. 43779 PROFESSIONAL SERVICES AGREEMENT This First Renewal of City Secretary Contract No. 43779 ("First Renewal") is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and Crowe Horwath LLP ("Consultant"), an Indiana limited liability partnership, acting by and through its duly authorized representative. WHEREAS, City and Consultant are parties to an agreement for Consultant to provide professional consulting services to the City in connection with completion of City's Comprehensive Annual Financial Report ("CAFR"), the same being City of Fort Worth City Secretary Contract No. 43 779 ("Contract"), and WHEREAS, the Contract provides for an initial one-year term and for two, one-year renewal options; and WHEREAS, the parties wish to exercise the first renewal option to renew and extend the Contract to encompass consulting services in connection with the completion of City's CAFR for Fiscal Year 2013 and to establish the compensation for these services. NOW, THEREFORE, the City and Consultant do hereby agree as follows: 1. By execution of this First Renewal, the City and Consultant agree to be bound by all terms and provisions of Fort Worth City Secretary Contract No. 43779, except as specifically amended herein, for a First Renewal Term. For purposes hereof, the First Renewal Term shall be the period beginning on the last date that both parties have executed this First Renewal and continuing through September 30, 2014 (the "First Renewal Period"), unless the Contract is terminated earlier in accordance with the terms thereof. 2. Consultant hereby agrees to provide the City with professional consulting services during the First Renewal Term for the purpose of completing the City's 2013 Comprehensive Annual Financial Report. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A-1," Statement of Work, more specificall e servi,:es to be provided hereunder during the First Renewal Term. OFFICUAL RECORD CITY SECRETARY Ft WORTH, TX First Renewal of Contract No. 43779 PEttivn SEPSO2OI5g All services will be provided in accordance with the Standards for Consulting Services established by the American Institute of Certified Public Accountants. The extent and sufficiency of the services and procedures to be performed will be determined with the City and are the sole responsibility of the management of the City. 3. For services provided during the First Renewal Term, the City shall pay Consultant an amount not to exceed Six Hundred Fifty Thousand Dollars ($650,000.00) in accordance with the provisions of Fort Worth City Secretary Contract No. 43779, as amended by this First Renewal, and the Payment Schedule attached as Exhibit "B-1," which is attached hereto and incorporated herein for all purposes. Consultant shall not perform any additional services for the City not specified by the Contract or this First Amendment unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. All other provisions of Fort Worth City Secretary Contract No. 43779 not expressly amended herein shall remain in full force and effect throughout the First Renewal Term. Executed on this they -1 day o CITY OF FORT WORTH: By: Susan Alanis Assistant City Manage Date: ct Approved as to form and legality: By: Assdtant Cittorney V CONTRACT AUTHORIZATION: M&C: (n - I Ig n Date Approved: I (Wit 2_ First Renewal of Contract No. 43779 , 2013. CROWE HORWATH LLP: By: tCe4in W. Smith Partner Date: a•y1•13 b serft;i Seomtaty OFFICIAL RECORD 1 CITYSECRETARY Fr.woRfiCilif 9 EXHIBIT A-1 STATEMENT OF WORK 1. Consultant shall assist and train City staff to produce and publish the Fiscal Year ("FY") 2013 Compiehensive Annual Financial Report ("CAFR") and Single Audit Report ("SAR") by March 11, 2014. The Consultant will not be required to bear the responsibility for the audit opinion. The Consultant shall make every effort to provide timely and accui ate information that would result in an unqualified opinion 2. In connection with the FY2013 CAFR and SAR, Consultant shall provide the following services: (a) Task 1 — Assist and train City staff in the preparation of GASB 34 and Consolidating Entries, including the government -wide roll forward and reconciliation (b) Task 2 — Assist City staff in the preparation of all draft(s) and the final CAFR, including Government -Wide Statements, Footnotes, Combining Schedules and Management Discussion and Analysis ("MD&A"). i. Advise and assist City staff in the preparation of the Notes to the Financial Statements. ii Assist City staff with implementation of the following GASB Statements: 60 (Service Concession Arrangements), 61 (Financial Reporting Entity: Omnibus), 62 (Codification of Accounting and Financial Reporting Guidance) and 63 (Financial Reporting of Deferred Outflows and Inflows and Net Position) iii. Assist City staff with corrections related to the auditor's review of the draft(s) and the final CAFR and SAR as needed. (c) Task 3 — Provide audit assistance and on-the-job training for issues that arise related to audit preparation as requested by the City Controllei and/or City staff. i. Participate in weekly meetings with City Controllei and/or City staff to discuss City issues or risks that may affect the audit process audit findings, and the City's response to those findings, as well as the overall status of the audit. ii. Instruct City staff on the preparation of revenue and expenditure variance analyses across funds. iii Assist and train City staff on preparation of prepared -by -client schedules ("PBC"s). iv. Assist and train City staff in certain analytical, mathematical, and technical tests of the roll forwards of capital assets. Review City -prepared capital asset additions deletions, and depreciation schedules for accuracy and completeness and report any errors or concerns to the appropriate City representative to resolve and assist with final resolution of errors and concerns. v. Provide monthly status reports that include the number of hours worked by Consultant staff for each area that services are provided. (d) Task 4 — Provide additional services as needed. First Renewal of Contract No. 43779 Page 3 of 9 i In the event that the City is unable to allocate sufficient resources to timely complete trial balance reconciliations or is otherwise unable to meet those obligations outlined below under the heading of "City Responsibility, ' the City may engage Consultant to provide additional services If such services are required, the parties shall execute a written amendment specifically setting forth the nature of the services to be provided. 3. City Responsibility (a) The City agrees to make all management decisions and perform all management functions; designate an individual who possesses suitable skill, knowledge, and expenence, preferably within senior management, to oversee the Consultant's services; evaluate the adequacy and results of the services peiformed; accept responsibility for the results of the services, and establish and maintain internal controls, including monitoring ongoing activities. (b) The City agrees to provide sufficient staff and consultants to complete CAFR and SAR preparation and audit coordination. (c) The City will provide the Consultant's personnel with access to the Internet Consultant agrees to execute the City s Network Access Agreement attached as `Exhibit C-1' to the First Amendment in order to gain access to the Internet while working on this project. (d) The City will have all bank reconciliations pi epared on a current basis with appropriate reconciling items and all corrections made to the City's general ledger. The City will also ensure that all cash basis transactions are accounted for and recorded in the City's general ledger. The Consultant is not expected to compile information for unrecorded cash transactions. The City maintains bank accounts, investment accounts, and subsidiary ledgers in a format that can be audited and that can support the transactions in the City's general ledger. (e) City staff will record all adjusting journal entries in the City's general ledger. The City is responsible for the completeness of the accounting records and the underlying supporting documentation The City shall ensure the regular transactions of the City have been posted to the ledgers and that the trial balances are complete and accurate. The City will be responsible for closing the year end records and reviewing the trial balances for completeness and accuracy Beginning fund equity amounts will be reconciled to prior year audited ending fund equity. (f) City staff will prepare all audit PBC requests and address all audit open item requests. City staff will be responsible for making corrections to audit PBCs, if necessary. • First Renewal of Contract No. 43779 Page 4 of 9 EXHIBIT B-1 PAYMENT SCHEDULE In accordance with Section 3 of the First Renewal, City shall pay Consultant a total amount not to exceed Six Hundred Fifty Thousand Dollars ($650,000.00) for all services rendered during the First Renewal Period. The amounts listed below next to each Task reflect the City's estimated allocation of the budget at the time of execution of the First Renewal. The fisted figures are for estimating purposes only and are not binding. The City reserves the right to adjust the allocation of funds among Tasks based on what services are actually needed during the presentation of the CAFR and SAR. Actual payment to the Consultant shall be calculated on an hourly basis using a blended rate of $200.00 per hour. Consultant shall submit monthly invoices to the City requesting payment Invoices shall be computer -generated or typewritten. Each invoice shall include the following information: (i) the City's contract number; (ii) the release purchase order number; (iii) a description of each service provided during the preceding month; (iv) the number of hours for each service provided; (v) the subtotal amount due for each service provided, which shall be equal to the total number of hours multiplied by the blended rate; (vi) the total amount due for all services provided during the preceding month; and (vii) the cumulative total amount billed to City during the First Renewal Period as of the invoice date. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. For contested billings the City shall make payment in full to Consultant within 60 days of the date the contested matter is resolved. If City fails to make such payment, Consultant may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved In the event of suspension of services, Consultant shall have no liability to City for delays 1. Services associated with Task 1 — $80,000.00 2. Services associated with Task 2 — $330,000, which is expected to be divided as follows: (a) Notes to the Financial Statements, Combining Schedules, Required Supplemental Information and MD&A — $120,000 (b) Implementation of new GASB Statements — $60,000 (c) Assist City staff in the compilation of the draft and final CAFR and SAR — $150,000. 3. Services associated with Task 3 - Audit Assistance and On-the-job Training - $150,000 4. Additional Services — $90,000 First Renewal of Contract No. 43779 Page 5 of 9 EXHIBIT C-1 NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ('City'), a home -rule municipal corporation of the State of Texas with its principal location at 1000 Thiockmorton Street, Fort Worth, Texas 76102, and CROWE HORWATH LLP ("Consultant' ), an Indiana limited liability company with its principal location at . 1. The Network. The City owns and operates a computing environment and network (collectively the 'Network' ). Contractor wishes to access the City's network in order to perform activities defined in the Professional Services Agreement for the Completion of the City's C omprehensive Annual Financial Report (CAFR). In order to provide the necessary support, Contractor needs access to the City's Internet. 2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the City's Network for the sole purpose of providing services related to CAFR activities as described in the Professional Services Agreement Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Consultant with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement If this access is being granted for purposes of completing services for the City pursuant to a services agreement, then this Agreement will expire at the completion of the contracted services, or upon termination of the services agreement, whichever occurs first 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met* 4.1 Contracted services have not been completed. 4 2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Consultant has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Consultant shall provide the City with a current list of officers agents servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Consultant officer, agents servants, employees or representatives may not share the City -assigned user IDs and passwords. Consultant acknowledges, agrees and hereby gives its authorization to the City to monitor Consultant's use of the City's First Renewal of Contract No. 43779 Page 6 of 10 Network in order to ensure Consultant's compliance with this Agreement A breach by Consultant, its officers, agents servants, employees or representatives, of this Agreement and any other wutten mst actions or guidelines that the City provides to Consultant pursuant to this Agreement shall be grounds for the City immediately to deny Consultant access to the Network and Consultant s Data, terminate the Agi eement, and pursue any other remedies that the City may have under this Agreements or at law or in equity 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agi eement, Consultant agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Consultant, its officers, agents, servants, employees and/or representatives to access the City's Network 7. Information Security Consultant agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Consultant agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Consultant -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. EXCEPT FOR TANGIBLE PROPERTY DAMAGE CLAIMS OR PERSONAL INJURY CLAIMS, INCLUDING DEATH, CONSULTANT'S LIABILITY TO CITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE LEGAL THEORY OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THREE (3) TIMES THE TOTAL CONTRACT AMOUNT. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY TO THE FULL EXTENT ALLOWED BY LAW THIS LIMITATION OF LIABILITY SHALL ALSO APPLY AFTER TERMINATION OF THIS AGREEMENT CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS, FOR EITHER TANGIBLE PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. SUBJECT TO THE LIMITATION ABOVE, CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, First Renewal of Contract No. 43779 Page 7 of 10 AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONSULTANT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONSULTANT'S DATA ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY 9. Confidential Information. Consultant, for itself and its officers, agents, employees, and representatives, 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 piioi written approval of the City. Consultant further agrees that it 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. 10. Right to Audit Consultant agrees that the City shall, during the initial term, during any renewal terms, and until the expiration of three {3) years after final payment this contract have access to and the right to examine at reasonable times any invoices, workpapers, including but not limited to documents and information retained by Consultant to support processes. Procedures and conclusions reached by Consultant timesheets and any relevant 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 work space 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 its subConsultant agreements hereunder a provision to the effect that the subConsultant agrees that the City shall, during the initial term, during any renewal terms and until expiration of three (3) years after final payment of the subcontract, have access and the right examine at reasonable times any invoices, workpapers, including but not limited to documents and retained by subConsultant to support processes, procedures, and conclusions reached by subConsultant, timesheets and any relevant records of the subConsultant mvolvrng transactions relating to the subcontract and further that City shall have access during normal working hours to all subConsultant 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 subConsultant reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Consultant. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Consultant as to the matters contained herein regarding Consultant's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Consultant. 13. Assignment Consultant may not assign or in any way transfer any of its interest in this Agreement Any attempted assignment or transfer of all or any part hereof shall be null and void 14. Severabihtv. 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 First Renewal of Contract No. 43779 Page 8 of 10 way be affected or impaired. 1 5. Force Ma i eure. Each party shall exercise its best efforts to meet its 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. 16. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. The signature below of an authorized representative acknowledges that the Consultant has read this Agreement and agrees to be bound by terms and conditions set forth herein. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: S. isan Alanis Atisistant City Manager Date: csIL () Approved as to form and legality: By: i Assi ' ant Ci First Renewal of Contract No. 43779 CROWE HORWATH LLP: By: D• Oh Lit kg/yin W. Smith Partner Date: 4' n • l 3 • OFRCML RECORD CITY SECRETARY FL WORm, TX 9 of 10 EXHIBIT D-1 ACCEPTANCE FORM Services Delivered: Deliverable Ref. #: Deliverable Name: Deliverable Target Completion Date: Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultant: Approved by City: Signature: Signature: Printed Name: Printed Name. Title: Title: Date: Date: For City Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: First Renewal of Contract No. 43779 Page 10 of 10 M&C Review Page 1 of 2 DATE: CODE: SUBJECT: COUNCIL ACTION: Approved on 9/25/2012 9/25/2012 REFERENCE NO.: P-11433 P TYPE NON - CONSENT Official site of the City of Fo t Worth, Texas FORT WORTH LOG NAME PUBLIC HEARING• 13P CROWE 2012CAFR MJ NO Authorize Execution of Professional Services Agreement with Crowe Horwath LLP, in the Amount Up to $1,300,000.00 for the Financial Management Services Department for Completion of the Fiscal Year 2012 Comprehensive Annual Financial Report (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a professional services Agreement with Crowe Horwath LLP, in the amount up to $1,300,000 00 for the Financial Management Services Department for the purpose of completing the City's Fiscal Year 2012 Comprehensive Annual Financial Report. DISCUSSION: Since 2008, Crowe Horwath LLP (Crowe), has provided the City's Financial Management Services Department with professional consulting services for the purpose of completing the City's Comprehensive Annual Financial Report (CAFR) and the Single Audit Report to ensure timely production and completion. Services initially included documentation of the processes, responsibilities and rules to enhance the City's ability to produce future CAFRs in an efficient and timely manner. The contract was later amended to add reconciliation and analytical services in conjunction with the completion of the CAFR. Crowe has provided services for the completion of the CAFR for Fiscal Year 2007 through Fiscal Year 2011 The current Agreement (City Secretary Contract No. 39162, as amended by City Secretary Contract No 39162-A1) will expire on September 30, 2012. Under the proposed Agreement, Crowe will offset reduction of hours for Staff and will assume expanded responsibilities for the financial audit and preparation of the CAFR. The primary objective is to assist in the development and timing of the "Prepared by Client' (PBC) Schedule required by the City's external auditor Crowe will participate in weekly status meetings with City management to discuss (i) issues or risks that may affect the audit process, (ii) audit findings, (iii) the City's response to those findings and (iv) the overall status of the audit. Crowe will review the City s capital asset work plan and provide comments on the plan. In addition, the company will review capital asset additions, deletions and depreciation schedules prepared by the City for accuracy and completeness, will report any errors or concerns to the appropriate City representative to resolve and will assist with final resolution. AGREEMENT TERM - On City Council's approval, the Agreement will begin October 1, 2012 and shall remain in effect until all services have been provided under the Agreement, but no later than September 30, 2013. RENEWAL OPTIONS - This Agreement may be renewed for up to two additional, one-year periods at the City's sole discretion. This action does not require specific City Council approval provided that the http://apps.cfwnet org/council_packet/mc_review.asp7ID=17350&councildate=9/25/2012 9/30/2013 M&C Review Page 2 of 2 City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. M/WBE - Crowe is in compliance with the City's M/WBE Ordinance by committing to 10 percent M/WBE participation on this project. The City's M/WBE goal on this project is 10 percent. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds will be available in the Fiscal Year 2013 operating budget, as appropriated, of the General Fund. BQN\2012CAFR\MJ TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS Susan Alanis (8180) Lena Ellis (8517) Marilyn Jackson (2059) Jack Dale (8357) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=17350&councildate=9/25/2012 9/30/2013