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HomeMy WebLinkAboutContract 43826 (2)STATE E OF TEXAS COUNTY OF TARRANT SERVICES AGR hEIVIRIT CITY SECRETARY, �, CONTRACT MO. This Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), acting herein by and through its duly authorized Assistant City Manager, Adams & Zottarelli, LLC, acting by and through its managing partner, and Solutions for Local Control, LLC, acting by and through its duly authorized principal. Adams & Zottarelli, LLC and Solutions for Local Control, LLC, are joint partners under this Agreement, (collectively referred to as "joint partners" or "Consultant"), and the entities whose personal services are to be retained hereunder. The City and Consultant are individually referred to as a "Party," collectively referred to as the "Parties." WHERFAS, on or about June 6, 2012, the City issued a Request for Qualifications ("RFQ") for representation and consultation services for legislative and administrative matters before the Texas Legislature during the official sessions of the Texas Legislature, and at other times as deemed necessary; and WHEREAS, Consultant submitted a joint response to the RFQ, indicating the existence of a partnership for the purposes of providing joint services under this Agreement; and WHEREAS, the parties wish to enter into an Agreement whereby the Consultant shall be jointly responsible for providing services to the City as set forth herien. NOW THEREFORE, In consideration of the covenants and promises contained herein, the parties hereto agree as follows: 1 General Provisions 8 Scope of Services For and in consideration of the payment of the amount of money set out in Section Five (5) below, Consultant agrees to represent the City concerning legislative and administrative matters in the form of communications to be used during the official session of the Texas Legislature and at other times during the term of this Agreement. More specifically, Consultant agrees to perform the personal services described in Exhibit "A," which is attached hereto and made a part of this Agreement for all purposes. 2. Term of Agreement This Agreement shall be effective as of October 1, 2012 and terminate September 30, 2013 ("Initial Term"), unless terminated sooner as provided herein. The City shall have the option to renew and extend this Agreement for one year, with the period beginning October 1, 2013, and terminating on September 30, 2014 ("Renewal Term"). The terms and conditions of this Agreement are subject to re -negotiation uponn_utual .consent of both parties at the time of such renewal • Adams & Zottarelli, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page 1 of 10 MTV im- RETARY T.h. 3 Point of Contact Consultant agrees to cooperate with the City's Director of Governmental Relations and the City Manager, who shall relate to Consultant requests from the City. For purposes of this Agreement, the term City Manager shall include the City Manager and his or her designee. Consultant will respond to requests made by the Mayor, the Chair of the Legislative and Intergovernmental Affairs Committee, the City Manager, and the City's Director of Governmental Relations. Consultant will coordinate all responses or actions taken on the City's behalf through the Director of Governmental Relations or appropriate City staff. Consultant shall designate a single point of contact authorized to make binding decisions on behalf of the joint partners. 4. Independent Contractor Status As between the City and Consultant, Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent, servant or employee of the City Consultant shall have exclusive control of, and exclusive right to control, the details of the services performed hereunder and shall be solely responsible for the acts or omissions of his officers, agents, employees, and subconsultants. Nothing herein shall be construed as creating a partnership or joint enterprise between the City and Consultant, its officers agents, employees and subconsultants, and the doctrine of respondeat superior shall have no application as between the City and Consultant. 5. Payment, Expenses & Travel In full payment and consideration for all services provided hereunder, the City shall pay Consultant an amount not to exceed $3833.33 per month The parties agree that all payments for services under this Agreement shall be made payable to Adams & Zottarelli, LLC for and on behalf of the joint partners. It is understood that said payments are due and payable by City upon receipt of an invoice from Adams & Zottarelli, LLC For the Initial Term, and the Renewal Term, the City shall reimburse Consultant an amount not to exceed $1,000.00 for approved expenses. The $1,000.00 limit for expenses shall be the combined total allotted for expenses for the joint partners. Unless otherwise agreed to by the parties, payment under this Agreement shall not exceed the total amount of $47,000.00 for services and expenses 6. Termination The City may terminate this Agreement at any time for breach of this Agreement by providing a ten (10) day written notice or the City may terminate this Agreement without cause by providing a thirty (30) day written notice to Consultant. Upon termination, all products prepared by Consultant hereunder whether completed or partially completed, shall become the property of the City and shall be returned to the City immediately at no additional cost to the City. Upon termination, all payment obligations of the City under this Agreement shall end, except for payment for any services already rendered up through the effective date of the termination. 7 Adams & Zottarelli, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page 2 of 10 Work Product Consultant shall furnish the City periodic reports on its work at such time as the City may request. All of the reports, information and data prepared or assembled for City under this Agreement shall be kept confidential and shall not be made available to any individual or organization without the prior written approval of the City, except as such disclosure may be required by law 8. Conflict of Interest & Other Clients Consultant shall inform the City of any other municipalities or counties or transit agencies it represents and any other of its clients that might represent a potential conflict of interest. If the City in its sole discretion, believes that a conflict exists, such conflict shall be discussed by Consultant and the City and resolved to the satisfaction of the City. Consultant shall comply with Section 305.028 of the Texas Government Code. 9. 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, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts, located in Tarrant County, Texas or the Federal District courts of the Northern District of Texas. 10. Availability of Funds In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement including any renewal periods, then the City will immediately notify Consultant of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 11. Notices All written notices called for or required by this Agreement shall be addressed to the following or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Adams & Zottarelli, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page 3 of 10 Consultant: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102 with copies to: The City Attorney and Governmental Relations Director at the same address Adams & Zottarelli, LLC Attn: Angelo Zottarelli, Principal 405 W. 14th Street Austin, Texas 78701 Solutions for Local Control, LLC Attn: Fred Hill, Principal 909 N. Waterview Drive Richardson, Texas 75080 12. Access to Records; Audit 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 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. Consultant further agrees to include in all its subcontracts hereunder a provision to the effect that the subconsultants agree 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 subconsultant, involving transactions 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 article. City shall give subconsultant reasonable advance notice of intended audits. 13. Liability CONSULTANT SHALL BE JOINTLY AND SEVERALLY LIABLE, AND SHALL INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, LAWSUITS, DAMAGES LOSSES, JUDGMENTS AND LIABILITIES, ARISING FROM CONSULTANT'S OWN NEGLIGENCE, WRONGFUL ACTS, ERRORS, OMISSIONS, OR INTENTIONAL MISCONDUCT AS A RESULT OF CONSUTLANT'S PERFORMANCE PURSUANT TO THIS AGREEMENT. CONSULTANT SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING SOLELY FROM THE CITY'S NEGLIGENCE, WRONGFUL ACTS ERRORS, OMISSIONS OR INTENTIONAL MISCONDUCT. 14. Adams & Zottarelli, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page 4 of 10 Entirety of Agreement This Agreement shall be the entire, full and complete agreement between the Parties concerning the subject matter hereof and shall supersede all prior agreements. There are no valid or binding representations, inducements, promises or agreements, oral or otherwise, between the Parties that are not embodied herein. No amendment, change, or variance of or from this Agreement shall be binding on either Party unless agreed to in writing signed by both of the Parties. This Agreement may be executed in counterparts, each of which so executed shall be deemed an original and such counterparts together shall constitute the same agreement 15. Headings not Controlling The headings appearing at the beginning of each paragraph of this Agreement are for convenience only and do not define, limit or construe the contents of any such paragraph. Whether expressly indicated or not, the singular usage includes the plural, and the neuter usage includes the masculine or the feminine or both the masculine and the feminine. 16. Waiver The City and the Consultant may waive an obligation of or restriction upon the other u nder this Agreement only in writing No failure, refusal, neglect delay, forbearance or omission of the City or the Consultant to exercise any right or remedy under this Agreement or to insist u pon full compliance by the other with his, her or its obligation hereunder shall constitute a waiver of any provisions(s) of the Agreement. 17. Severability Each provision of this Agreement or part thereof shall be severable. If for any reason, any provision or part thereof in this Agreement is finally determined to be invalid and contrary to, o r in conflict with, any existing or future law or regulation, such determination shall not impair the o peration or affect the remaining provisions of this Agreement and such remaining provisions will continue to be given full force and effect and bind each Party Each invalid provision or part thereof shall be deemed not to be a part of this Agreement. 18. Assignment The Consultant, individually or jointly, may not assign or subcontract any of its rights or o bligations without the prior consent of the City, which consent may be withheld in the City s sole and absolute discretion. 19. Adams & Zottarelli, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page 5of10 Force Majeure It is expressly understood and agreed by the Parties that if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences, fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the Party obligated or permitted under the terms of this Agreement to do or perform the same regardless of whether any such circumstance is similar to any of those enumerated or not, the Party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such obligation shall be extended for a period of time equal to the period such Party was delayed. 20. Signature Authority The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective Party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "B" and incorporated herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Executed on this I day of Adams & Zottarelli, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page 6 of 10 [Signature Page Follows] 2012. ADAMS s ZOTTAR E LLI, LLC: By yr Angel6 Z• ar •Ili Principal Date: ATTEST: Name: Title: 0 SOLUTIONS FOR LOCAL CONTROL, LLC: By: �h FfidHit Principal 2/9) Date: IoI 1"/I I V I ATTEST: Name: Adams & Zottarelli, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page 7 of 10 a Title: CITY OF FORT WORTH: By: (at!, Charles W. Daniels Assistant City Manager • Date: /0. 3 D. ia Approved aip Form and Legality: Bct: Maleshia B. Farmer Assistant City Attorney Contract Authorization: MC: Wig 114 ier& Date Approved:'�i ATTE Mary Kay & City Secre s ooat 41/4 t � ciase 0.0° C Lf 0 / 00*choo 4r-tbeiren 0 rsr—ro-Aol coy( 4 000000 OFFICIAL RF © '•ti! CITY SECRETARY Y Fir, WORTH,TX { EXHIBIT "A" SCOPE OF SERVICES ARE LIMITED TO PENSION RELATED ISSUES 1. Consultant will provide advice and counsel regarding pension related issues with those state agencies and commissions which interface with the City and will promote working relationships and goodwill between the city and key staff and board members of those state agencies and commissions, when requested by the City 2. During the legislative session (2013), Consultant will work with City staff to ensure attendance at relevant interim committee meetings or hearings and legislative committee meetings or hearings relating to the issue of pensions and ensure that the appropriate written reports are prepared. 3. Consultant will inform the City (generally by contacting the City Manager) of any pension related legislative initiatives felt to be possibly detrimental to the interests of the City, the City's Comprehensive Plan or the City's State Legislative Agenda, as they become aware of any such initiative 4. Consultant will assist the City Manager and other designated city staff in the development and coordination of the city's legislative program relating to pension initiatives. 5. Consultant will generally cooperate with City Manager to promote the passage of proposed legislative pension related initiatives included in the City Council adopted legislative agenda/packet in cooperation with City representatives. Consultant will assist, when requested, in acquiring sponsors/authors for pension related appropriations, riders, legislation, amendments, initiatives or other action in the packet. 6. Consultant will assist the City Manager and other designated city staff in defeating any pension related legislation, amendments to legislation, appropriation or other action by the Texas Legislature that will erode, weaken, decrease or take away the City's authority to govern the municipal affairs of the City or that is detrimental to the pension interests of the City of Fort Worth. 7. Consultant will assist the City Manager and other designated city staff in the review and analysis of pending and proposed pension related legislation, appropriation, rider, legislation, amendment, initiative as well rule proposals by state regulatory agencies, and provide the City with notification on issues of interest or concern on a proactive basis. 8. Consultant will assist the City Manager and other designated city staff in the development and evaluation of strategies for the support, defeat or amendment of pending pension legislation, pension policy, pension regulatory rules and pension related funding opportunities. 9. Consultant will assist the City Manager and other designated city staff in the presentation of regular oral and written reports to the City Council and other stakeholders relating the issue of pensions, as well as provision of requested reports on pension legislative actions. Adams & Zottarelh, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page 8 of 10 10. Consultant will assist the City Manager and other designated city staff periodically with logistical support for City Council members, City Management, City staff and the staffs thereof while said are in Austin attending pension related conferences or pension related public hearings and or meetings. 11. Consultant will promote working relationships and goodwill between the City and members of the Legislature, the Executive Branch, state agency leadership, state Commission leadership, state board leadership and the staffs thereof, with particular emphasis on House and Senate leadership, key committee chairs and members, the Tarrant County delegation and members of pension related state agencies, pension related state commissions and pension related state boards 12. Consultant will assist in introducing City Manager or his/her designee to members of the Legislature and staff members in particular the leadership and members of the Tarrant County legislative delegation and members of pension related state agencies, pension related state commissions and pension related state boards. 13. Consultant will provide advice and counsel to City Manager or his/her designee, City Council or other city staff regarding pension related legislative strategy and provide such background information as proponents, opponents, attitude of key legislators, and positions of related entities. 14. When requested by City Manager or his/her designee, Consultant will, communicate with written memorandum or telephonically, summarize contacts made with state legislators, pension related state agency leadership, pension related state board leadership and key staff on behalf of the City. As the need arises they will discuss with the City Manager or his designee coverage of key pension related legislative committee hearings/meetings pension related state agency hearings/meetings pension related state board hearings/meetings and proposer will attend pension related hearings/meetings upon request, as necessary. 15. Consultant shall not have the authority to represent or represent the interest of the City of Fort Worth before members of the Texas Legislature, the Executive Branch, state agency leadership, state commission leadership, state board leadership, House or Senate leadership, key committee chairs and/or members, and the staffs thereof, on any non -pension related issues without the express written consent of the City Manager or his/her designee. Adams & Zottarelli, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page 9 of 10 EXHIBIT "B" VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Adams & Zottarelli, LLC Legal Address: 405 West 14th Street, Austin, TX 78701 Services to be provided: Consulting and representation regarding pension related issues Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Consultant. The City is fully- entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Consultant. 1. 2. Name. Position: S iet.=ture 3. Name. P osition: S ignature N ame: S ignature of President / CEO Other Title: Date: Adams & Zottarelli, LLC Solutions for Local Control, LLC 2012-2013 Legislative Agreement Page l0 of 10