HomeMy WebLinkAboutContract 54677 STATE OF TEXAS § CSC No.o. 54677
§
COUNTY OF TARRANT §
AGREEMENT
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, and McGuireWoods Consulting, LLC ("Consultant"), acting herein by and
through its duly authorized Member. The City and Consultant are individually referred to
as a "party," and collectively referred to as the "parties."
For and in consideration of the covenants and promises contained herein, the
parties hereto agree as follows:
1.
General Provisions & 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 begin October 1, 2020 and terminate September 30, 2021
("Initial Term"), unless terminated sooner as provided herein. The City shall have the
option to renew and extend this Agreement up to two additional one-year periods. The
terms and conditions of this Agreement are subject to re-negotiation upon mutual
consent of both parties at the time of each such renewal.
3.
Point of Contact
Consultant agrees to cooperate with the City's Governmental Relations staff 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
Governmental Relations staff. Consultant will coordinate all responses or actions taken
on the City's behalf through the Governmental Relations staff or appropriate City staff.
4.
Independent Contractor Status
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
McGuireWoods Consulting,LLC OFFICIAL RECORD
2020 Legislative Agreement
Page 1 of 8 CITY SECRETARY
FT. WORTH, TX
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 $6,000 per month. It is understood that
said payments are due and payable by City upon receipt of an invoice from Consultant.
In addition, the City shall reimburse Consultant an amount not to exceed $1,000.00 per
year for approved expenses. Unless otherwise agreed to by the parties, payment under
this Agreement shall not exceed the total amount of $73,000.00 per year for services
and expenses.
6.
Termination
Either party may terminate this Agreement for breach upon ten (10) days written
notice if the other party fails to cure such breach to the satisfaction of the non-breaching
party within the 10 day time period. Either party may terminate this Agreement without
cause by providing a thirty (30) day written notice to the other party. Upon termination,
all reports and other work product prepared by Consultant hereunder whether fully 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.
7.
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, 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.
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9.
Compliance with State Anti-Boycott Law
Consultant acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, the 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 Consultant's signature provides written
verification to the City that Consultant: (1) does not boycott Israel; and(2) will not
boycott Israel during the term of the Agreement.
10.
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.
11.
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.
12.
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: Consultant:
City of Fort Worth McGuireWoods Consulting, LLC
Attn: City Manager 816 Congress Ave, Suite 940
200 Texas Street Austin, Texas 78701-2442
Fort Worth, TX 76102
with copies to:
City Secretary, City Attorney and
Governmental Affairs Division
at the same address
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2020 Legislative Agreement
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13.
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.
14.
Liability
CONSULTANT SHALL INDEMNIFY, DEFEND AND HOLD THE CITY
HARMLESS FROM AND AGAINST 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 CONSUTTANT'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. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF
BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE
APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF
THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS
OF TEXAS.
15.
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.
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2020 Legislative Agreement
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16.
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.
17.
Waiver
The City and the Consultant may waive an obligation of or restriction upon the
other under 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 upon full compliance by the other with his, her or its
obligation hereunder shall constitute a waiver of any provisions(s) of the Agreement.
18.
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, or in conflict with, any existing or future law or regulation, such
determination shall not impair the operation 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.
19.
Assignment
The Consultant may not assign or subcontract any of its rights or obligations
without the prior consent of the City, which consent may be withheld in the City's sole
and absolute discretion.
20.
Force Majeure
It is expressly understood and agreed by the parties that if the performance of
any obligations hereunder is delayed, either in whole or part, 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 party's
reasonable control (each a "Force Majeure Event"), the party so obligated or permitted
shall be excused from doing or performing the same only during the continuation of such
Force Majeure Event such that the time period applicable to such obligation shall be
extended for a period of time equal to the period such party was delayed.
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2020 Legislative Agreement
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21.
Execution —Signature Authority; Counterparts
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. 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.
22.
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.
Executed on this day of 0(�oD6;P-, , 2020.
CONSUL ANT: CITY OF FORT WORTH:
CZ,/
By: �— By: Fernando Costa(Oct 9,2020 14:58 CDT)
Kwame Walker Fernando Costa
Vice President, State Government Relations Assistant City Manager
Date: �V " Date: 10/09/20
CONTRACT COMPLIANCE MGR:
By signing I acknowledge that I am the
person responsible for the monitoring
and administration of this contract,
including ensuring all performance and
repo ' g requirements.
44p44Ilnq�
T att son, Gov&Kffairs Liaison
�pOF FORT�aad
Attest.
P v o o sA {vr
d�a*o°° `1o.RoRaP. C202x 074s8/i
con°aa�Ileza544 Mary Kayser, City Secretary
na o44
Approved as to Form and Legality:
By:
Denis McElroy, Asst. City Attorney
McGuireWoods Consulting,LLC OFFICIAL RECORD
2020 Legislative Agreement CITY SECRETARY
Page 6 of 8
FT. WORTH, TX
EXHIBIT "A"
SCOPE OF SERVICES
1. Consultant will provide advice and counsel regarding 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 and interim sessions, Consultant will work with
City staff to ensure attendance at relevant committee meetings or hearings and ensure
that appropriate written reports are prepared.
3. Consultant will inform the City (generally by contacting the City Manager's
designee) of any 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
Consultant becomes 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.
5. Consultant will generally cooperate with City Manager or his designee to
promote the passage of proposed legislative initiatives included in the City Council
adopted legislative agenda/packet, in cooperation with City representatives. Consultant
will assist, when requested, in acquiring sponsors for bills in the legislative packet.
6. Consultant will assist the City Manager and other designated City staff in
defeating any 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 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 legislation 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 legislation, policy, rules and 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, as well as provision of requested reports on legislative action.
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 conferences or public hearings
and or meetings.
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11. Consultant will promote working relationships and goodwill between the City
and members of the Texas Legislature, the Texas Executive Branch, state agency
leadership, state Commission leadership, state board leadership and the staffs thereof,
with particular emphasis on Texas House and Texas Senate leadership, key committee
chairs and members, the Tarrant County delegation and members of state agencies,
state commissions and state boards.
12. Consultant will assist in introducing City Manager or his designee to
members of the Texas Legislature and staff members, in particular the leadership and
members of the Tarrant County legislative delegation and members of state agencies,
state commissions and state boards.
13. Consultant will provide advice and counsel to City Manager or his designee,
City Council or other City staff regarding 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, state agency leadership, state board leadership and key staff on
behalf of the City. As the need arises, he/she will discuss with City Manager or his/her
designee coverage of key legislative committee hearings/meetings, state agency
hearings/meetings, state board hearings/meetings and proposer will attend
hearings/meetings upon request, as necessary and possible.
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2020 Legislative Agreement
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