HomeMy WebLinkAboutContract 44731 City Secretary Contract No.
PROFESSIONAL,SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the'"'City"), a home rule municipal corporation situated in portions
of Tarrant, Denton andl Wise Counties, Texas, acting by and through Charles Daniels, its duly aluth,orized
Assistant City Manager, and W.A.Waterman & Colmpan with offices alit 8827 S. Santa Fe, Oklahoma
City$ OK 73139-8410.
CONTRACT DOCUMENTS:
The Contract Documents shall: include the following in order of precedence.:
This Professional Services Agreement
Statement of Work— Exhibit A
Exhibit B—Payment Schedule and Rates
Exhibit C—Work Verification Form
Exhibit D—Rate Schedule
All Exhiblits, sh�a�lll', be attached and incorporated into the Professional Services,Agreement for all purposes
herein.
I. SCOPE OF SERVICES.
Consultant hereby agrees, to provide thle City with temporary consulting services, for professional
consul�ting_for the purpose of performing an audit of gas royalty payment and production information
related to the Spinks, and all Unit gas wells located in Fort, Worth, Texas,. Attached hereto and
incorporated for all purposes incident to this Agreement is Exhibit "A", Statement of Work, more
specifically describing the services to be piroviided hereunder. The term Consultant shall include
Consultant, its officers, agents, eimpiloyees, directors, representatives, temporary employees,, or any
individuals who provide services to the City pursuant to this Agreement. The term "City" shall include its
officers, agents, employees,, directors,, and authorized representatives.
2. TERM.
Date") and shall
This Agreement shall commence upon the hest date executed' by the parties "Effective
expire on December 31, 2013, u�nllelsis terminated earl:i:er in accordance with the provisions of thiis
Agreement.
3. COMPENSATION.
The City, shall pay Consultant an amount not to exceed $41,,51010.0!0 in accordance with the provisions of
this Agreement, as outlined in the Payment Schedule attached as Exhibit "B", and Rate Schedule
attached as Exh*lb*lt "D", which are incorporated for all purposes herein. Consultant shall not perform any
additional services for the City not specified by this Agreement 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 Iby this Agreement unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by providing the
other party with 30 days written notice of termination.
4.2 Non-appro riation of Funds.
OFFICIAL,RECORD
Form Services Agreemein�t CITYSECRETARY
W.A.Waterman&Col.,
Page I olf'l 1 i
RtCEIV�O AUG 20'fr,WORTN'T'X
I
City Secretary Contract No.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any
payments due 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed
upon,for which funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant
for services actually rendered up to the effective date of termination and 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. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing
or potential conflicts of interest related to, Consultants services under this Agreement. In the event that
any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and
employees, further 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 prior written approval of the City.
Consultant shall store and maintain City Information in a secure manner and shall not allow u�nauithoirizeld
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.
6 RIGHT TO AUDIT.,
Consultant agrees that the City shall, until the expiration of'two (2), years after final payment under this
contract, have access, to and the right to examine, at reasonable times any directly pertinent books,
documents, papers and 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 normall 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 subcontractor, agreements hereunder as provision to the
effect that the subcontractor agrees that the City shall, until expiration of two (2) years after final payment
of the subcontract, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of such subcontractor involving transactions related to the
subcontract,, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audlits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to
all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject
to and in accordance with the conditions and provisions of this Agreement, Consultant shall, have the
exclusive right to control the details, of'its operations and activities and be solely responsible for the acts
and omissions of its officers,, agents,, servants, employees, contractors and subcontractors. Consultant
acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers,,
agents, servants and employees, and Consultant, its officers, agents, employees,,, servants, contractors
and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Consultant. . It is further understood that the City shall
Form Services Agreement
W.A.Waterman&Col.
Page 2 of 11
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City Secretary Contract No.
in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents,
servants,, employe�es or subcontractors of Consultant., Neither Consultant, nor any officers, agents,
servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from
the City. Consultant shal�l be responsible and liable for any and al�l payment, and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,
PROPERTY DAMAGE AND,IOR 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 HEREBYy INDEMNIFY, HOLD,
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANTIS BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND,
ALL PERSONS, OF ANY 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.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obli:giations or rights under this Agreement
without, the prior written consent of the City., If the City graints 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. Thee Consultant and
Assignee, shall be jointly 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. INSURANCE.
Consultant shall provide the City w�ith certificate(s) of insurance documenting policies of the folillowinig
minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this
Agreement:
10.1 'Coverage and Limits,
(a) Commercial General Liability
V 10001,000 Each Occurrence,
$1,000,000 Aggregate Lirnit
(b) Automobile Liability
$300,000 Each occurrence on a combined single lim" it basis
$100,0010 Aggregate Limit
Coverage shall be on any vehicle used by the Consultant its eimployees, agents, representatives
in the course of the providing services under this Agreement. "A,ny vehicle' shall be any vehicle
owned, hired and non owned.
Form Services Agreement
W.A.Waterman&Co.
Page 3 of 11
City Secretary Contract Nol.,
Technology coverage may be provided 1h, h an endorsement to 'the Commercial General
Liability (CGL) policy, or a separate policy cific to Techino:logy E&O. Either is acceptable if
I
coverage meets alll' other requirements. ver e shall be claims made, and maintained for the
duration of the contractual agreement d for (2) years, following completion of services
twIp
provided. An, annual certificate of incur ce shall be Znitted to the C1YV to,evidence coverage.
10.2'General Reguirements,
(a) The commercial general liability and automobile,liabil�ity policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers, in respect to the contracted services.
(b), The workers' compensation policy shall include a Waiver of Subrogation, (Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty, (30), days notice of cancellation or reduction in limits of coverage shall be
p *ded to the City. Ten (1 0) days, notice shall be acceptable in the event of non-payment of
provided
premium. Notice shall be sent to, the Risk Manager, City of' F'ort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102, with copies to,the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Gluide, or have reasonably equivalent financial strength and solvency to the satisfaction of' Risk
Management. If the rating, is below that required, written approval of list Management is
required.,
(e) Any failure on the part of the City to request re:qulired insurance documentation shall not constitute
a waiver of the insurance reqiuirem�ent.
(f) Certificates of Insurance evidencing that the Consultant has obtained all' required insurance shall
be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.,
Consultant agrees to comply with all applicable, federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations,
Consultant shall immediately desist from and correct the violation.
112,. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as
part of' the consideration herein, agrees that in the performance of Consultant's duties and obligations
hereunder, it shall not dlisicrimina,te in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. If any claim arises from an alleged violation of thiis, non-dis,criminatilon,
covenant by Consultant I its personal representatives,, assigns, subcontractors or successors in interest,
Consultant agrees to assume such liability and to indemnify and defend the City and hold the City
harmless from such claim.,
13. Non'CES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been........ delivered when (1) hand-delivered to the other party) its agents, employe s, servants or
representatives, (2) d!ellivered' by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
Form Services Agreement
W.A.Waterman&Co.
Page 4 of 11
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City Secretary Contract No.
follows..
TO THE,CITY:
City of Fort Worth
Attn: Office of City Auditor[Terry Folder an
1000 Th rockmorton
Fort Worth TX 7611 o2 3 1
Facsimile: (817) 392-6133
TO CONSULTANT:
Name: KA, Waterman & Co.
Aftn: Bill"Waterman
Address: 8827 Santa Fe Oikla�h�oma City,, OK 731319-84,10
Facsimile: 405-632-6466
114. SOLICIT ATIOIS11 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 indeplendent
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.
i I
�5. GIOVERNI'I�IENT'AL POWERS.,
It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any
of its governmental powers.
16. NO WAIVER.
The failure, of' the City or Consultant to i'n�sist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.,
This Agreement shall be construed in accordance with the internal law's 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 Texal:s, Fort Worth, Division.
18. 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 i paired.
1�gin FORCE MAJEU�RE'.
The City and Consultant shall exercise their best,efforts to meet their 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, riot, , material or labor restrictions by any governmental
authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
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W.A.Waterman&Co.
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Aw
City Secretary Contract No.
Headlings and titles used in this Agreement are for reference purposes only and shall not be d' emed a
part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and
that the normal rules of construction to the effect that, any ambiguities are to has resolved against the
drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
221. AMIENIDMENTS/ MODIFICATIONS/ EXTEN" STIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto, unless
such extension,, modification, or amendment is set forth in a written instrument, which is executed by an
authorized representative and delivered on behalf of such party.
23. ENTIRETY OF AGREEMENT..,
This Agreement, including the schedule of exhibits attached hereto and any documents incorporated
herein by reference, contains, the entire understanding and' agreement between the City and Consultant,
their assigns and successors in interest,, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent,in conflict with
any provision of this Agreement.
24. 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. The other party is fully entitled to rely on
this warranty and representation in entering into this Agreement.
25. NETWORK ACCESS.
If Consultant requires access to the City's computer network in order to provide the services, herein,
Consultant,shall execute the Network Access Agreelmlent which is currently not attached.
[SIGNATURE PAGE FOLLOWS]
Form Services Agreement
W.A.Waterman&Co.
Pagl:e 6 of 11
City Secretary Contract No.,
of PAC ii ry, 20
Executed in multiples this th day
AGREED: AGREED:
CITY OF FORT WORTH. [W.A. Waterman &Company];
Bye: Zoom 00
Assistant City Manager Name
T, e
Date: 08s 2 Date,
ATTEST* 'TTEST:
OEM
Mul
Sec, a
dity
APPROVED AS 1pe�f ORK,�,�41) LEGALITY:
AssistantCity ATt6—rne_y__'
v V
CONTRACT AUTHORIZATION:
M C MIA
Date Approved:
offICIAL
Farm Services Agreement
W.A.Waterman,&Co. CIvf Y SECRE
Page 7 of 11 VIOROMs
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Consultant agrees to provide Oil's Gas Consulting services, in accordance with the highest professional,
industry standards.
These services will consist of providing the following:
Develop audit programs, and on-going analysis of Oil's gas revenues,
• Analysis and review of Oil's gas lease
• Training of client personnel
• Develop comprehensive revenue monitoring system for client's gas revenues
Consultant is expected to notify Office of City Auditor (OCA) staff and management of any issues and/or
situations,that may impact their completion of the above-mentioned services. Any significant issues and/or
problems noted during the performance of this Agreement should also be discussed with OCA
management to ensure the City receives the end product contracted for pursuant to this Agreement.
For �Services Agreement
W.A.Waterman&Co.
Page 2 of 11
ry
City Secretary Contract, No.
EXHIBIT B
PAYMENT SCHEDULE
Consultant and/or consultant's employee(s) assigned under this agreement will submit a "WORK
if
VERIFICATION FORM or substitute form, containing the same information as outlined in the form of
1
I s"C" for the City 1 s approval at the end of each week. The City's approval thereby will indicate its
acceptance of the consultant services provided in accordance with this Agreement.
The payment will be based upon hourly rates and associated expenses as outlined in Exhibit "W" Rate
,Schedule.'hotel payments underthis Agreement shall not exceed $41,500.00.
Form,Services Agreement
W.A.Waterman&Col.
Page 3 of 11
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City Secretary Contract No.
EXHIBIT C
WORK VERIFICATION FORM
Name of Consultant.-
Name of Personnel Assigned:
Audit Project#4
Date of Submission'.
Number of'Hours Worked:
Description of Work Completed and number of hours.-
Comments from City Audit Staff(if needed -
Work Approved
Work Not Approved
Approved by Contractor'. Approved by City:
Signature: Signature:
Printed Name. Printed Name-
Title: Title:
Date: Date:
For it Use Only,
Total Contract Amount.*
Approved Payment Amount:
(rate X hrs worked)
Remaining Balance:
Remaining Hours:
Form Services,Agreement
W.A.Waterman&Co.
Page 4 of 11
City Secretary Contract No,
EXHIBIT ID
RATE SCHEDULE
Wo A. TERN & CO,
Oil & Gas, Consultants
SPECIAL PROJECTS FEE SCHEDULE
JANUARY 1, 2013
Prepared for The City of Fort Worth,Texas
CONSULTANT FEES:
W.A.Waterman $190.,010/hour
Cindy Heymann $175.00/hour
John Wilson $160.00/hour
Idalia Romanos, $160.001hour
Staff Consultant $125.00/hour
For work in connection with proposed or on,-g,oing litigation, a separate fee schedule will be applicabile.
EXPENSES:
Expenses may include but will not necess,ariiliy be limited to travel,l transportation, lodging, telephone,
duplicating services,and other expenses deemed reasonable and necessary to the conduct of our
engagemeint. Personal living expenses may be charged at actual I costs incurred or at a fixed per-diem
rate mutually agreed,to prior to commencement of the engagement.
ADMINISTRATIVE COSTS*
Administrative (Clerical), Data Input $65. /hour
Postage, Long-Distance, supplies, Misc. Actual
TRAVELEXPENSES*
Company or Personal Automolbile $ .60/mile
'PERSONAL LIVING EXPENSES,
Hotel Motel, Meals, Laundry Actual or
- i
Telephone, Supplies, Miscellaneous, Per D*ern
and any other necessary expense.
Form Services Agreement
W.A.Waterman&Co.
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