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HomeMy WebLinkAboutContract 62022City Secretary Contract No. _____________ Vendor Services Agreement Page 1 of 14 VENDOR SERVICES AGREEMENT _____________________________________________________________________________ This VENDOR SERVICES AGREEMENT (“Agreement”) is made and entered into by and between the CITY OF FORT WORTH (“City”), a Texas home rule municipal corporation, and FTI Consulting, Inc. (“Vendor”), each individually referred to as a “party” and collectively referred to as the “parties.” 1. Scope of Services. Vendor will conduct a review of the City’s Risk Financing fund practices and methodology, specifically focusing on 2024 Insurance Property Renewal Support (“Services”), as set forth in more detail in Exhibit “A,” attached hereto and incorporated herein for all purposes. 2.Term. This Agreement begins on August 30, 2024 (“Effective Date”) and expires on August 29, 2025 (“Expiration Date”), unless terminated earlier in accordance with this Agreement (“Initial Term”). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a “Renewal Term”). 3. Compensation. City willpay Vendor in accordance with the provisions of this Agreement, including Exhibit “B,” which is attached hereto and incorporated herein for all purposes. Total annual compensation under this Agreement will not exceed Forty-Five Thousand Dollars ($45,000.00).50% of the fees for Services ($22,500.00) will be due at the outset of the engagement with the remainder due upon completion of Services. City will pay vendor within 60 days of receipt of a proper invoice. Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.1. Right to Stop Work; Collection Costs. Without limiting Vendor’s other rights and remedies available at law, Vendor reserves the right to halt further services until payment is received on past-due invoices. 4. Termination. 4.1. Written Notice. City or Vendor 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-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will 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 have been appropriated. City Secretary Contract No. _____________ Vendor Services Agreement Page 2 of 14 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. Notwithstanding the foregoing, City recognizes and understands that Vendor is a global firm and, through its practice groups and affiliated entities, provides a variety of services to third parties on a non-exclusive basis including by way of example and not limitation, Forensic and Litigation Consulting, Technology Services, Corporate Finance/Restructuring, Economic Consulting and Strategic Communications. Other professionals of Vendor may be engaged by parties with interests that are adverse to and may not be consistent with the interests of the City. During the pendency of this Agreement, Vendor’s professionals providing Services hereunder will not provide services in this matter to a party that is adverse to the City. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City (“City Information”) as confidential and will not disclose any such information to a third party without the prior written approval of City. However, Confidential Information shall not include information that is: (a) already in the possession of, or was previously known by, Vendor without any obligation of confidentiality; (b) already in, or becomes part of (through no fault of Vendor), the public domain; (c) rightfully received from a third party without any obligation of confidentiality known to Vendor; (d) independently developed by Vendor without any use or reliance on any Confidential Information received by or on behalf of the City; or (e) authorized for disclosure, in writing, by the City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must promptly notify (within 5 days) City if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. City Secretary Contract No. _____________ Vendor Services Agreement Page 3 of 14 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor at least ten (10) business day’s written notice of intended audits. Additionally, any such audit will be subject to the following restrictions and conditions: (i) the auditor must be subject to appropriate confidentiality undertakings and must not be a competitor of Vendor; (ii) all costs and expenses of such audit will be the responsibility of the City; (iii) at any time an auditor is on Vendor’s premises, the auditors will be escorted by personnel designated by Vendor; (iv) the physical data center from which any services are rendered, or where the City’s Confidential Information is or may be stored, may or may not be accessible to the City, however, Vendor will make available, via a secure table top conference, various documents which demonstrates the security posture of such facility. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. THE PARTIES AGREE THAT: (A) VENDOR SHALL NOT BE LIABLE UNDER THIS AGREEMENT TO THE CITY FOR DAMAGES IN EXCESS OF THE TOTAL AMOUNT OF THE FEES PAID TO VENDOR UNDER THIS AGREEMENT, AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY City Secretary Contract No. _____________ Vendor Services Agreement Page 4 of 14 DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION – Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City’s use of the Services and/or any Work Product or Deliverable (each defined below in Section 26) in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the Services and/or Work Product or Deliverable. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City’s interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City’s assumption of payment of costs or expenses will not eliminate Vendor’s duty to indemnify City under this Agreement. If the Services and/or Work Product or Deliverable or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Services and/or Work Product or Deliverable; or (b) modify the Services and/or Work Product or Deliverable to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Services and/or Work Product or Deliverable; or (c) reperform the Services and/or replace the Work Product or Deliverable with equally suitable, compatible, and functionally equivalent non-infringing Services and/or Work Product or Deliverable at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. City Secretary Contract No. _____________ Vendor Services Agreement Page 5 of 14 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10.Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. “Any vehicle” will be any vehicle owned, hired and non-owned. (c) Worker’s Compensation: Statutory limits according to the Texas Workers’ Compensation Act or any other state workers’ compensation laws where the Services are being performed Employers’ liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements City Secretary Contract No. _____________ Vendor Services Agreement Page 6 of 14 (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers’ compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) Vendor shall endeavor to provide a minimum of thirty (30) days’ notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days’ notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth 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 Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11.Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12.Non-Discrimination Covenant.Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor’s duties and obligations hereunder, it will not discriminate 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 THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13.Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered 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 follows: City Secretary Contract No. _____________ Vendor Services Agreement Page 7 of 14 To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney’s Office at: 100 Fort Worth Trail Fort Worth, TX 76102 To VENDOR: FTI Consulting, Inc. Rudy Dimmling, Senior Managing Director 1166 Avenue of the Americas 15th Floor New York, NY 10036 With a physical and electronic copy to: FTI Consulting, Inc. 555 12th Street NW, Suite 700 Washington, DC 20004 Attn.: Legal Department Email: legal@fticonsulting.com 14.Solicitation of Employees.Neither City nor Vendor will, 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. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15.Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16.No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor’s respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17.Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, 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 will not in any way be affected or impaired. 19.Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance 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 City Secretary Contract No. _____________ Vendor Services Agreement Page 8 of 14 performance is affected (collectively, “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. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20.Headings not Controlling.Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision 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 be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A and B. 22.Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23.Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24.Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards and in accordance with the skill and care generally exercised by other consultants performing similar services under similar circumstances and conditions (“Standard of Care”). City must give written notice of any breach of this warranty within thirty (30) days from the date that the Services are completed or Deliverable issued. In such event, at Vendor’s option, Vendor will either (a) use commercially reasonable efforts to re-perform the Services in a manner that conforms with the Standard of Care, or (b) refund an equitable amount of the fees paid by City to Vendor for the nonconforming Services. 25.Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR’S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26.Ownership of Work Product. 26.1 Definitions. “Work Product” includes Vendor’s notes, analyses, workpapers, and any initial or preliminary drafts of any reports, memorandums, opinions or conclusions, and/or presentations prepared as part of the Services and in the development of any Deliverable. City Secretary Contract No. _____________ Vendor Services Agreement Page 9 of 14 “Deliverable” includes the final drafts of any Work Product or reports, memorandums, and opinions and/or conclusions to be prepared by Vendor as part of any Services and expressly identified in Exhibit A attached hereto. 26.2 Ownership. Vendor shall retain all right, title and interest in any Work Product developed hereunder, except to the extent that such incorporates any of City’s Confidential Information, which City shall retain all rights thereto. Any Deliverable(s) prepared by Vendor in connection with the Services and specifically set forth in Exhibit “A” attached hereto, City will, conditioned upon Vendor’s actual receipt of final payment for all Services rendered and expenses incurred (if any), obtain ownership of such Deliverable subject to any exclusions or any restrictions on use or disclosure contained herein. To the extent that Vendor uses any of its property in connection with the Services, such property shall, at all times, remain the property of Vendor, and City shall not acquire any ownership right or interest in such property, provided however, Vendor grants to City a perpetual, worldwide, irrevocable, limited license to use such preexisting intellectual property for the sole purpose for which the Deliverable was prepared. Vendor shall have ownership (including, without limitation, copyright ownership) and all rights to use and disclose its ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof in conducting Vendor’s business. 26.3 Restrictions on Use and Disclosure. Any advice given, or report, Work Product, or Deliverable prepared and issued by Vendor (collectively, the “Vendor Materials”) is provided solely for the City’s use and benefit and only in connection with the purpose in respect of which the Services were provided. Unless required by law or judicial process or as set forth in this Agreement, the City shall not provide any Vendor Materials to any third party, or refer to Vendor or the Services, without Vendor’s prior written consent, which consent shall not be unreasonably withheld or delayed but may be conditioned on the recipient executing a third-party release letter in a form acceptable to Vendor. In no event, regardless of whether consent has been provided, shall Vendor assume any responsibility to any third party to which any Vendor Materials are disclosed or otherwise made available. 27.Signature Authority. The person signing this Agreement hereby warrants that they have 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 hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28.Change in Company Name or Ownership. Vendor must notify City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29.No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 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” City Secretary Contract No. _____________ Vendor Services Agreement Page 10 of 14 and “company” has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30.Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31.Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate,” “firearm entity” and “firearm trade association” have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32.Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, “electronic signature” means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33.Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, 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. (signature page follows) City Secretary Contract No. _____________ Vendor Services Agreement Page 11 of 14 City Secretary Contract No. _____________ Vendor Services Agreement Page 12 of 14 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: ___________________________ Name: Jesica L. McEachern Title: Assistant City Manager Date: _______________ APPROVAL RECOMMENDED: By: ______________________________ Name: Dianna Giordano Title: Human Resources Director ATTEST: By: ______________________________ Name: Jannette Goodman Title: City Secretary 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. By: ______________________________ Name: Title: APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: ______________ VENDOR: FTI Consulting, Inc. By: Name: Rudy Dimmling Title: Senior Managing Director City Secretary Contract No. _____________ Vendor Services Agreement Page 13 of 14 EXHIBIT A SCOPE OF SERVICES Vendor’s work is to assist City with consultation with respect to property and casualty insurance professional services. Specifically, FTI will perform the following for City: 1. 2024 Insurance Property Renewal Support - Provide ad hoc strategic insurance renewal support and advisory work, which may include the following, among other services as requested by the City: a. Insurance broker and vendor - oversight and relationship management of brokers, carriers, claims administrators, actuaries, and loss control partners; b. Renewal Program Evaluation – Support the review and placement of exposures and program structure (including alternative options) to align with true risk of loss, including limits, retentions, and participating carriers, with a primary focus on property; c. Risk management support - analyze, benchmark, and interpret data from multiple sources such as renewal results, audits, claims, exposures, policies, renewals, and financial reports to identify issues, trends, and coverage needs; d. Insurance renewal – coordinate insurance renewals providing strategic input, renewal options, and analysis with the internal team and brokers, as well as, support for carrier renewal marketing oversight and presentation preparation, renewal program design and selection, including invoicing and financing, as needed. Service shall include attendance, at will, to conference calls with current broker(s) of record, appraisal company, and City departments. Rudy Dimmling and Andrew Whitman will serve as City’s engagement team and be responsible for delivery of the services as specified herein. Rudy will maintain overall responsibility for the Scope of Services and will ensure that City receives the quality services that it expects. Andrew Whitman will be responsible for the day-to-day services that FTI will provide and at times may leverage other staff for assistance as necessary. City Secretary Contract No. _____________ Vendor Services Agreement Page 14 of 14 EXHIBIT B PAYMENT SCHEDULE Vendor will provide Services outlined in Exhibit A for an all-inclusive fee as follows: 1. 2024 Insurance Property Renewal Support - $45,000.00 Out-of-pocket expenses, such as incidental printing, shipping charges or travel, are not expected. Any travel must be pre-approved by the City. 50% of the fees for Services, or $22,500, will be due at the outset of the engagement with the remainder due upon completion of Services. City will pay vendor within 60 days of receipt of a proper invoice. Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing.