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HomeMy WebLinkAboutContract 54261 CITY SECRETARYCACKURACTNO.I Q 1 0 AGREEMENT FOR PROFESSIONAL SERVICES v v� THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into by and between THE CITY OF FORT WORTH, a home-rule municipal corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and WEAVER AND TIDWELL, L.L.P. ("Consultant"), a Texas limited liability partnership, acting by and through its duly authorized Partner. 1. Services. a) Consultant will, with good faith and due diligence, consult with and advise the City with respect to the implementation of Governmental Accounting Standards Board ("GASB") Statement No. 87, regarding accounting and financial reporting for leases. In particular, Consultant will perform all duties outlined and described in the Scope of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes as though it were set forth at length. The actions and objectives contained in Exhibit "A" are referred to herein as the "Services." Services shall be performed in accordance with the April 24, 2020 "Proposal for Consulting Services for GASB 87 Implementation" submitted by Consultant ("Proposal"), which is incorporated by reference. To the extent of any conflict between the terms of this Agreement or its exhibits and the Proposal, the terms of this Agreement or its exhibits shall control. b) Consultant shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. 2. Term. Services shall be provided by Consultant for a term beginning July 21, 2020 and ending September 30, 2020 ("Initial Term"), unless terminated earlier in accordance with Section 4 of this Agreement. This Agreement may be renewed for up to two additional periods of one year each by mutual written agreement of the Parties (each a"Renewal Term"). t() �UAL RE ORI) C�V SECRETARY FT WORTH,TX Professional Services Agreement with Weaver and Tidwell,L.L.P. -- age 1 of 14 3. Compensation. a) Fee As full and complete compensation for the GASB-87 Services described above, Consultant shall be paid a fee of Two Hundred Dollars ($200.00) per hour. Consultant is estimated to provide one hundred (100) hours of GASB-87 consulting services during the Initial Term, seventy five hours (75) during the first Renewal Term, and twenty five hours (25) during the second Renewal Term. Based on these hourly projections, the total fee is estimated to be Twenty Thousand Dollars ($20,000) for the Initial Term, Fifteen Thousand Dollars ($15,000) for the first Renewal Term, and Five Thousand Dollars ($5,000) for the second Renewal Term. If the City requests additional hours of GASB-87 related consulting services, such services shall be charged at the same hourly rate identified above. Consultant will inform the City before incurring any hours or costs in excess of the estimate for any contract term. If the City requests services that are not related to GASB 87, such services shall be billed at hourly rates shown in Exhibit B based on the position of the individual(s) providing such services. Consultant shall not provide any non- GASB-87 services unless it receives a written request for such work that is signed by the City Manager, the Deputy City Manager, or an Assistant City Manager b) Structure of Payments i. The Consultant will issue monthly invoices for all work performed under this Agreement. Invoices shall be submitted no later than the 15th day following the end of the month and sent to Tony Rousseau, 200 Texas Street, Fort Worth, Texas 76102. Invoices are due and payable within 30 days of receipt. Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 2 of 14 ii. The Consultant shall provide the City with monthly invoices identifying the dates, times, and number of hours for consulting services provided during the preceding month, which shall generally be sufficient documentation to substantiate invoices. If the City requires additional reasonable documentation, it shall request the same promptly after receiving the above-described information, and the Consultant shall provide such additional reasonable documentation to the extent the same is available. iii. On full and final completion of the Services, Consultant shall submit a final invoice, and City shall pay any balance due within 30 days of receipt of such invoice. iv. 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. V. 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 or damages caused to City because of such suspension of services. 4. Termination. Either Party may terminate this Agreement at any time, with or without cause, by providing the other Party with thirty (30) days' written notice of termination. In the event this Agreement is terminated prior to expiration of the Term, City shall pay Consultant only for Services actually rendered as of the effective date of termination. In the event this Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 3 of 14 Agreement is terminated prior to expiration of the Term, Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to 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 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, and subcontractors. The doctrine of respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, or subcontractors. 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, servants, employee, or subcontractor of Consultant is in the paid service of City. 6. Liability and Indemnification. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANYKIND 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 AGREES TO DEFEND, INDEMNIFY,AND HOLD THE CITY, ITS OFFICERS,AGENTS, SERVANTS,AND EMPLOYEES HARMLESS AGAINST ANYAND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO,ARISE OUT OF, OR BE OCCASIONED BY(I) CONSULTANT'S BREACH OFANYOF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR(ii)ANY NEGLIGENTACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,AGENTS,ASSOCIATES, EMPLOYEES, CONTRACTORS(OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANYLIABILITYRESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE Professional Services Agreement with Weaver and Tidwell, L.L.P. Page 4 of 14 APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTR UED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. 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 shall survive the expiration or termination of this Agreement. 7. Confidential Information. Consultant, for itself and its officers, agents, servants, employees, and subcontractors, 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. In addition, Consultant understands and agrees that the City is a public entity under the laws of the State of Texas, and as such, is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). Consultant acknowledges that, under the Act, the following information is subject to disclosure: 1) all documents and data held by the City, including information obtained from the Consultant, and 2) information held by the Consultant for or on behalf of City that relates to the transaction of City's business and to which City has a right of access. If the City receives a request for any documents that may reveal any of Consultant's proprietary information under the Act, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify Consultant prior to disclosure of such documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly marked as "Proprietary / Confidential Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Consultant to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. Professional Services Agreement with Weaver and Tidwell, L.L.P. Page 5 of 14 8. 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 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: • Errors & Omissions (Professional Liability): 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 five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence coverage. Coverage shall be in the following amounts: (1) $1,000,000.00 per occurrence or claim (2) $1,000,000.00 aggregate Consultant shall promptly provide the City with certificates of insurance that verify Consultant's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Consultant's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply with such requests or revisions as a condition precedent to the effectiveness of this Agreement. 9. Assignment. Consultant shall not assign or subcontract all or any part of itsghts, privileges, or duties under this Agreement without the prior written consent of City.I Any attempted assignment of subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. If City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 6 f 14 liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. Compliance with Law. Consultant, its officers, agents, servants, 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, servants, employees, or subcontractors, then Consultant shall immediately desist from and correct such violation. 11. Non-Discrimination. In the execution, performance, or attempted performance of this Agreement, Consultant will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will Consultant permit its officers, agents, servants, 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 officers, 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 officers, agents, employees, or subcontractors. 12. Right to 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 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 Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 7 of 14 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 of 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, 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 section. City shall give subcontractor reasonable advance notice of intended audits. This section shall survive the,expiration or termination of this Agreement. 13. 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. 14. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie 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: Jesus Chapa, Deputy City Manager rJoseph"Jody"R. Allred City of Fort Worth Weaver 200 Texas Street 2821 W. 7th St., Suite 700 Fort Worth, Texas 76102 Fort Worth, TX 76107 (817) 392-5804 817.882.7750 Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 8 lof 14 16. Solicitation of Employees. Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. 17. Non-Waiver. The failure of either Party 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 or Consultant's right to assert or rely on any such term or right on any future occasion. 18. 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 provision of the Services. In the event that any conflicts of interest arise after the execution of this Agreement, Consultant hereby agrees to make full disclosure to the City in writing immediately upon learning of such conflict. 19. Minority and Woman Business Enterprise Participation. In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE") in City contracts. Consultant acknowledges the M/WBE goal established for this Agreement and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3)years. 20. Non-boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Consultant certifies that its Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 9 of 14 signature provides written verification to the City that Consultant and any wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Consultant (1) do not boycott Israel; and (2) will not boycott Israel during the term of the Agreement, as amended and extended. 21. Governmental Powers. Both Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement. 22. 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. 23. Force Majeure. If either Party is unable, either in whole or part, to fulfill its obligations under this Agreement 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 of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a heightened security alert level by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (each, a "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. 24. 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. 25. Review of Counsel. The Parties acknowledge that each Party and its counsel have had the opportunity to review and revise this Agreement 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 Agreement or exhibits hereto. Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 10 of 14 26. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. 27. Signature Authority. The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement 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 Agreement. 28. Multiple Counterparts, Electronic Signature. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 29. Entire Agreement. This written instrument (together with any attachments, exhibits, and appendices) constitutes the entire understanding between the Parties concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 11 of 14 i �wEXECUTED in multiple originals on this,the A day of 2 , 0: CITY OF FORT WORTH, TEXAS CONSULT - �., - c�� Jesus"Jay" Chapa jartner-ijn-((C;har?ge, y" R. ed Deputy City Manager visor Services Date Signed: Date Signed: �. ,.. ATTEST: _ .,� WITNESS: Mary Kaye ity "tart'' '�. CONTRACT COMPLIANCE MIAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: jl�A. Anthony Rousseau, Asst. Director APPROVED AS TO FORM AND LEGA ITY: Denis C. McE y,Assistant City Attorney No M&C Required UFFIClALRECORD CITY SECRETARY FT WORTH,TX Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 12 pf 14 EXHIBT A SCOPE OF SERVICES Consultant will provide advice and recommendations regarding the implementation of the GASB 87 new lease accounting standard for the City of Fort Worth — including lease implementation, identification of leases, evaluation of lease agreements, and assisting with the accounting and reporting in accordance with GASB 87 standards. Within one month of the beginning of the Initial Term, Consultant will work collaboratively with the City to develop a detailed, mutually-agreeable timeline and implementation plan for the engagement. In exchange for the fee to be paid by the City, Consultant will provide City with access to and royalty-free license to use of Consultant's lease implementation resources, research tools and internally developed GASB 87 checklists for lessees and lessors, with the term of such royalty-free license to continue beyond expiration or termination of this Agreement. Consultant will assist the City's GASB 87 working group/task force and provide technical consultation on all aspects of the new lease standard and its implementation. Consultant will assist City in the City's development of written documentation for the implementation of the GASB 87 standards and will analyze and discuss activities to be executed by City management and personnel. Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 13 of 14 Exhibit B The following hourly rates shall apply for any work that is requested by the City and that does not relate to the implementation of GASB 87. Partner $380 Senior manager/Director $304 Manager $210 Senior Associate III $180 Senior Associate II $170 Senior Associate 1 $1 d5 Associate II $150 Associate 1 $130 Consultant shall not provide any non-GASB-87 unless it receives a written request for such work thal is signed by the City Manager,the Deputy City Manager, or an Assistant City Manager. Professional Services Agreement with Weaver and Tidwell,L.L.P. Page 14 of14