Loading...
HomeMy WebLinkAboutContract 60963FORT WORTH ® City Secretary Contract No. (9 {) Q { o 3 November 16, 2023 Brad Dowell Naman, Howell, Smith and Lee , P.L.L.C. 1300 Summit Ave., Suite 700 Fort Worth, TX 76102 Re: Consultant Agreement ("Agreement") with the City of Fort Worth -investigation of complaints submitted by Paula Conaway Dear Mr. Dowell: This Agreement is to formalize your engagement to serve as a consultant to the City Manager for the City of Fort Worth in connection with the investigation of several complaints filed with the Human Resources Employee Labor Relations Division, and the EEOC by Paula Conaway on or about October 9, 2023. Your services will be provided as a consultant to the City Manager, rather than providing legal representation. For purposes of this Agreement, you and Naman, Howell, Smith and Lee, P.L.L.C. will be referred to as "You" or" Your" and the City of Fort Worth will be referred to as the" City" or" We." Your primary contact with the City will be Christopher A . Troutt, Senior Assistant City Attorney, with the City Attorney's Office. Mr. Troutt will provide You with the specific work assignments in connection with this Agreement. The following are the additional terms and conditions of your employment. A. Billing 1. Fees for Your services will be paid by the City at the rate of: Attorneys $300.00 per hour; and Paralegals no more than $125.00 per hour. If appearing to provide testimony, fees for Your services will be paid by the City at the rate of $300 per hour. Billing will be in tenths of an hour and itemized. Do not perform services or incur reimbursable costs exceeding $50,000.00 without prior written approval of the City Manager. As soon as You reasonably anticipate that Your engagement may exceed the dollar limits , please contact Mr. Troutt to discuss future requirements. 2. Fee bills should be submitted monthly, but in no case less frequently than quarterly , to: Christopher A. Troutt, Senior Assistant City Attorney City of Fort Worth 200 Texas Street OFFICE OF THE CITY ATTORNEY I OFFJr w ., • u 1 ' ~rt Y The City of Fort Worth * 200 Texas Street, 3rd Floor* Fort Worth , Texas 76102 817-392-7600 * Fax 817-392-8359 Mr. Brad Dowell November 16, 2023 Page 2 of 13 Fort Worth, Texas 76102 3. Fee bills should be itemized to include the following information: a . The date of each service performed; b. The project for which the service was performed; c . A brief description of the service performed; and d. The amount of time spent in performing the service 4. Please do not include past due invoice amounts in Your current billing, as such practice will delay payment until research can be done on the past due amount. Please stay current with Your billing. Services performed more than three months prior to initial billing for those services will not be honored. If there is a delay in payment, please contact Mr. Troutt at (817) 392 -7609 to resolve the issue. 5. The City of Fort Worth will not pay for charges relating to word processing or computer time, except Westlaw or Lexis. If charged separately for Westlaw or Lexis, such use must be specifically described on the detailed billing. We do not anticipate that the services You are being retained to perform will require extensive research, word processing or computer time. 6. The City of Fort Worth will pay for photocopying at actual cost, which will generally not exceed $.15 per page. When feasible, large copying projects should be sent to a copying service. Clerical time for photocopying will not be paid. We do not anticipate that Your services will require large copying projects . 7. Telephone and delivery charges will be paid at actual cost. These services should be used with restraint and only when necessary. The City of Fort Worth will not pay for ordinary postage and facsimile charges. 8. We do not pay for overhead expenses. Overhead, computer time, and preparation of fee bills are not reimbursable items unless specifically approved. 9. If You find it necessary to travel in connection with this agreement, travel arrangements should be discussed with Mr. Troutt in advance. We will work together to schedule efficiently to reduce travel costs such as airfare, mileage and lodging. 10. Except during travel described above, We do not reimburse for the cost of meals. If business is conducted during a meal, appropriate charges may be made at normal hourly rates, but charges for food, beverages, etc ., will not be reimbursed. 11. The City of Fort Worth reviews each fee and expenses bill to determine the reasonableness of the charges and the necessity and cost-effectiveness of the service and/or expense. In this regard, We may from time to time ask for additional supporting information regarding Your services. Mr. Brad Dowell November 16, 2023 Page 3 of 13 12. You will provide the certification attached as Exhibit A with each of your bills . B. Other Conditions of Employment 1. Conflicts of Interest. The City of Fort Worth expects the highest ethical standards in Your work as a consultant to the City Manager. You must be free of conflicting interests. Please refer to the attached Exhibit B and provide to the City a list of potentially conflicting representations, or affirm that you have no existing conflicts, along with Your acceptance of this Agreement. Any potential conflict must be discussed with us as soon as You recognize its existence. Should a conflict or a potential conflict arise during Your services hereunder, please notify the undersigned immediately so that we may meet and resolve the matter. 2. We reserve the right to decide whether an actual or potential conflict exists. If, in the City's opinion, an actual or potential conflict does exist, You will not be permitted to go forward with your services as a consultant to the City Manager until the situation has been resolved. C. General Terms and Conditions 1. The term of this Agreement shall begin upon Your acceptance and end one year from that date. This Agreement may be extended upon mutual written consent of both parties . 2. The City may terminate this Agreement at any time for cause or for convenience of the City by notice in writing to You. Upon the receipt of such notice , You must immediately discontinue all services and work in connection with the performance of this Agreement. The City will pay You for all appropriate services due and payable at the time of such termination. You shall not be entitled to lost or anticipated profits should the City choose to exercise its option to terminate. 3. You shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. You shall have exclusive control of and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of Your agents , employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between You and the City , its agents , employees and subcontractors; and the doctrine of respondeat superior shall have no application as between You and the City. 4. You shall not have the right to assign , sublet or transfer this Agreement without the prior written consent of the City , and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. Mr. Brad Dowell November 16, 2023 Page 4 of 13 5. This Agreement shall be construed in accordance with the laws of the State of Texas. Should any action, at law or in equity, arise out of the terms herein, exclusive venue for said action shall be in Tarrant County, Texas. 6. Neither party shall be liable for failure to perform its obligations under this Agreement if the performance is delayed due to force majeure or other causes beyond their reasonable control, 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies ; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (co llecti vely, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the party's performance , as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. 7. You shall not disclose any sensitive or confidential information provided to you by the City. Confidential information shall be governed by the Non-Disclosure Agreement attached hereto as Exhibit C, and incorporated herein for all purposes. 8. During the term of this Agreement, and at any time within three (3) years following the expiration of this Agreement, the City shall have the right of access to all information held in Your possession related to services performed under this Agreement, for audit purposes or any other lawful purpose . You agree to provide access to such information unless expressly prohibited from doing so by court or other governmental order. Except in the event of an emergency, the City will provide reasonable advance notice of any intended audits and the need for the information. You agree that You will keep records relating to the services provided hereunder for as long as required by law. 9. YOU AGREE TO RELEASE FROM LIABILITY, INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS , AGENTS OR YOUR EMPLOYEES OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. YOU SHALL DEFEND AT YOUR OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES Mr. Brad Dowell November 16 , 2023 Page 5 of 13 AND SATISFY ALL JUDGMENTS WIDCH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT, ERROR OR OMISSION. 10. You shall provide the City with certificate( s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: Professional Liability (Errors and Omissions) $1,000,000 Each Occurrence $1,000,000 Aggregate If the agreement set out above is acceptable to you , please sign the Acceptance attached hereto and return it to me. If you wish to discuss any aspect of your services further before accepting, please call Christopher A. Troutt at (817) 392-7609. Mr. Do we ll , we look forward to working with you . Sincerely Yours , ~ ?t. ~ Christopher A. Troutt Senior Assistant City Attorney Enclosures City of Fort Worth: Fernando Costa Assistant City Manager Approved as to Form and Legality Date ~ ?t . ~ 12/4/2023 Christopher A. Troutt Date Senior Assistant City Attorney Form 1295 Certification No .: ------OFFICNAl RECORD I CIT\' ECRETARY FT. WORTH, TX Mr. Brad Dowell November 16 , 202 3 Pag e 6 of 13 Attested by : Contract Authorization Number OFFICIAL RECORD CllY SECRETARY FT. WORTH, TX Mr. Brad Dowell Nove mber 16 , 202 3 Pag e 7 of 13 Contract Compliance Manager: 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. ~ ~-~ Ch ritopher A. Troutt 12/4/2023 Name of Employee Date • A ' ECORD • r::R ETARY ·~;O RTH, TX Mr. Brad Dowell November 16, 2023 Page 8 of 13 To: City of Fort Worth ACCEPTANCE This is to acknowledge that I hereby agree to provide services as a consultant to the City Manager of the City of Fort Worth with regard to the investigation of complaints and an EEOC Charge submitted to the Human Resources Employee Labor Relations Division and the EEOC by Paula Conaway on or about October 9, 2023 in accordance with the terms and conditions specified in the Consultant Agreement of November 14, 2023. ~JJU Brad Dowell Authorized Representative for Naman, Howell, Smith and Lee, P.L.L.C. Mr. Brad Dowell November 16 , 2023 Page 9 of 13 EXHIBIT A CERTIFICATION Investigation of complaints and an EEOC Charge submitted to the Human Resources Employee Labor Relations Division and the EEOC by Paula Conaway on or about October 9, 2023 . The attached bill of fees and expenses is submitted in compliance with the terms and conditions of my engagement as a consultant to the City Manager. Underlying documentation for fees and expenses will be retained for three years after payment for review by City of Fort Worth, if requested. Brad Dowell Date Mr. Brad Dowell November 16, 2023 Page 10 of 13 EXHIBITB CONFLICTS Please Check One (and provide information, as needed): ~ I have carefully reviewed the cases in which I am currently involved and certify that I do -~ have a conflict in serving as a consultant to the City Manager for the City of Fort Worth concerning the investigation of complaints and an EEOC Charge submitted to the Human Resources Employee Labor Relations Division and the EEOC by Paula Conaway on or about October 9, 2023. I agree to notify Senior Assistant City Attorney Christopher A. Troutt immediately if a conflict or potential conflict arises □ I have carefully reviewed the cases in which I am currently involved and have attached a list of potentially c nflicting representations. Brad Dowell Mr. Brad Dowell November 16 , 2023 Page 11 of 13 EXHIBITC NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement(" Agreement") is entered into between the City of Fort Worth City") located at 200 Texas Street, Fort Worth, Texas, 76102, and Brad Dowell, Naman, Howell, Smith and Lee, P.L.L.C., 1300 Summit Ave., Suite 700, Fort Worth, TX 76102. For purposes of providing information for the investigation of complaints and an EEOC Charge submitted to the Human Resources Employee Labor Relations Division and the EEOC by Paula Conaway, the City may be disclosing sensitive, confidential or personal information ("Confidential Information" or "City provided Information") to the Recipient. The City would not make such disclosures without Recipient's agreement to maintain confidential treatment of such information. It is understood that confidential, sensitive or personal information provided by the City may be the property of City partners, City employees or officials, as well as of City of Fort Worth, itself. Therefore, the parties agree as follows: 1. Recipient will not disclose or use any sensitive, personal, or confidential information from City designated orally or in writing as "Confidential" or "Sensitive" or in like words, or which Recipient should reasonably know is sensitive or confidential, without the prior written consent of City, and then only to the extent specified in such consent. Recipient agrees to treat Confidential Information as it would its own Confidential Information and to disseminate it within its own organization only to the extent necessary for the purposes for which it has been provided and only to Recipient's employees or consultants who are bound to maintain its confidentiality. The Confidential Information is being disclosed for the purposes of providing information for the investigation of complaints and an EEOC Charge submitted to the Human Resources Employee Labor Relations Division and the EEOC by Paula Conaway, 2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully received from a third party not bound in a confidential relationship to City (iii) is published or otherwise made known to the public by City (iv) is independently developed by Recipient or Subsidiary of the Recipient without using Confidential Information of City or (v) is required to be disclosed pursuant to a court order, duly authorized subpoena, or other governmental or legislative authority. In such cases, notice must be provided to City prior to such disclosure. 3. Upon request by City, Recipient shall return all Confidential Information received, with a letter confirming that the Confidential Information has in no way been compromised, and that all copies have been returned. 4. This Agreement shall be binding on the parties and their successors and assigns, and shall be governed by the laws of the state of Texas. This Agreement shall be effective for as long as the Consultant Agreement to which it is incorporated remains effective (" Initial Term") with respect to any Confidential Information which is disclosed by City, unless either party Mr . Brad Dowell November 16, 2023 Page 12 of 13 notifies the other that subsequent disclosures are not to be included within the terms of this Agreement. Recipient's duty to maintain the confidentiality of all Confidential Information shall continue even after the Consultant Agreement has expired. 5. This Agreement specifically prohibits the Recipient from granting any access to City provided information to any third party. The Recipient is solely responsible to protect access to City-provided information against any third party while the information is in the Recipient's possession. 6. Recipient agrees that it shall store and maintain Confidential Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Confidential Information in any way. Recipient shall notify the City immediately if the security or integrity of any Confidential information has been compromised or is believed to have been compromised. 7. The Recipient shall not distribute any information in any form that was in all or partly derived from any City-provided information. 8. RECIPIENT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY INCURS DUE TO ANY BREACH OF TIDS AGREEMENT CAUSED SOLELY BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT RECIPIENT MAY INCUR AS A RESULT OF THE CITY' S RESTRICTIONS TO OR DENIAL OF ACCESS TO INFORMATION ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. RECIPIENT, AT RECIPIENT' S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE UNAUTHORIZED USE, DISTRIBUTION, DISCLOSURE, OR DISSEMINATION OF CITY CONFIDENTIAL INFORMATION AND CAUSED BY THE SOLE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Recipient agrees that the City shall, during the Initial Term, and until the expiration of three (3) years after termination or expiration of this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Recipient, and any subrecipient, involving transactions relating to this Agreement. Recipient agrees that the City shall have access during normal working hours to all necessary Recipient, and any sub-recipient facilities and shall be provided adequate and appropriate work space in order to conduct audits to Mr. Brad Dowell November I 6, 2023 Page 13 of 13 ensure compliance with the provisions of this section. The City shall give Recipient, or any sub-recipient, reasonable advance written notice of intended audits. 10. 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 Recipient. 11 . Recipient may not assign or in any way otherwise transfer any of its interest in this Agreement without the express written consent of the City. The signature below by an authorized representative of each party shall indicate acceptance and agreement to the terns set forth herein. CITY OF FORT WORTH: Fernando Costa, Assistant City Manager Date Approved as to Form and Legality: ~ ~. ~ Christopher A . Troutt Senior Assistant City Attorney 12/4/2023 Date Attested by: Date Signature: r...,..i.C.L_. Email: Fernando .Costa@fortworthtexas.gov Naman, Howell, Smith and Lee, PLLC: :S::Jilw! Brad Dowell Date OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX