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HomeMy WebLinkAbout065518 - General - Contract - Forvis Mazars, LLPCity Secretary Contract No. 65518 FORT WORTH PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through Jesus "Jay" Chapa, its duly authorized City Manager, and Forvis Mazars, LLP, a Delaware limited liability partnership. ("Vendor"), and acting by and through Rachel Ormsby, its duly authorized Partner, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: OFFICIAL RECORD The Agreement documents shall include the following: CITY SECRETARY 1. This Professional Services Agreement; 2. Exhibit A — Scope of Services; and FT. WORTH, TX 3. Exhibit B — Price Schedule. Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A and B and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services. External Audit Services. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. Vendor will perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor will perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement control. 2. Term. This Agreement shall begin on the date signed by the City Manager or Assistant City Manager below ("Effective Date") and shall expire on June 30, 2029 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, with Forvis Mazars' agreement, to renew this Agreement under the same terms and conditions, for up to two (2) one-year renewal options. 3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit `B," — Price Schedule. Vendor will submit a monthly invoice for work completed, City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement. Total compensation under this Agreement will not exceed Eight Hundred Forty Thousand Dollars ($840,000.00) annually. Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Professional Services Agreement Page 1 of 17 City Secretary Contract No. 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 shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall 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 shall 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 shall return all City provided data to City in a machine readable format or other format deemed acceptable to City; provided Vendor is may retain a copy of any City Information that must be retained for regulatory, legal, or risk management purposes or which is retained as part of its routine archival or backup procedures. 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 that are required to be disclosed under applicable AICPA professional standards. In the event that any such conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of 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 shall 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. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in Professional Services Agreement Paac 2 of 17 City Secretary Contract No. identifying what information has been accessed by unauthorized means and shall cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have the right to examine at reasonable times and circumstances dictated by Vendor 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 shall have access during normal working hours to necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor at least fourteen (14) days advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall 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 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, Vendors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall 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 or subcontractor. Liability and Indemnification. 8.1 LIABILITY - VENDOR SHALL 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 OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY HOLD HARMLESS CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCL UDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UOING 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 OR EMPLOYEES. Unless disallowed by law or applicable professional standards, City will hold Vendor harmless from any and all claims which arise from knowing misrepresentations to Vendor, or the intentional withholding or concealment of information from Vendor by City's management or any employee, agent, or assign of City, provided, however, this obligation shall never be understood to require the City to levy or assess a tax or to create a Professional Services Agreement Paac 3 of 17 City Secretary Contract No. sinking fund. In no event shall either party have an obligation to indemnify, defend, or hold harmless the other for their own respective actions or omissions. 8.3 LIMITATION OF LIABILITY. Except as noted, each party's liability to the other, if any, arising from or related to this Agreement and the services provided hereunder, shall be limited to the amount of the fees paid by the City for services rendered under this Agreement. This limitation shall not apply to (i) infringement, misuse or misappropriation of intellectual property, (ii) breach of confidentiality obligations, (iii) willful misconduct or fraud; (iv) acts or omissions resulting in personal injury or property damage, (v) violation of laws; or (vi) where enforcement of this provision is disallowed by law or professional standards governing the work performed. Notwithstanding the foregoing, Vendor's liability, if any, arising out of a breach of confidentiality obligations shall not exceed $1,000,000. 8.4 WAIVER OF CERTAIN DAMAGES- In no event shall either party be liable to the other for any indirect, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, loss of revenue, interruption, loss of use, damage to goodwill or reputation, regardless of whether the party was advised of the possibility of such damages, regardless of whether such damages were reasonably foreseeable, and regardless of whether such damages arise under a theory of contract, tort, strict liability, or otherwise. 8.5 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to indemnify and hold harmless the City for 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 software and/or documentation in accordance with this Agreement, it being understood that this agreement to indemnify shall not apply if City modifies or misuses the software and/or documentation. City shall 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 shall have the right to participate and shall 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 shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation 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 shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation 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. Assignment and Subcontracting. 9.1 Assignment. Vendor shall 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 shall execute a written agreement with City and Vendor under which Professional Services Agreement Page 4 of 17 City Secretary Contract No. the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall 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 work pursuant to this Agreement upon request: 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 shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall 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 work is 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 shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An Professional Services Agreement Page 5 of 17 City Secretary Contract No. annual certificate of insurance shall be submitted to City to evidence coverage upon request. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name 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 City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall 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 shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement upon request. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall 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 shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall 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, SUBCONTRACTORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Use of Name. Except as otherwise provided, any time either party intends to reference the other's name in any manner in any published materials, including on an electronic site, the parry seeking to Professional Services Agreement Page 6 of 17 City Secretary Contract No. reference the other parry's name agrees to provide draft materials for review and approval before publishing or posting such information. Notwithstanding the generality of the foregoing, City may identify Vendor as its authorized external auditor in reports, correspondence, and action items taken to the City Council as well as in published documents without submitting a draft or obtaining additional approval, provided however, that such references are limited to identifying Vendor and describing its services in general terms. 14. Dispute Resolution. Any dispute arising out of or related to this engagement will, prior to resorting to litigation, be submitted for nonbinding mediation upon written request by either party. Both parties agree to try in good faith to settle the dispute in mediation. Unless the parties agree otherwise, the American Arbitration Association ("AAA") will administer any such mediation in accordance with its Commercial Mediation Rules. The parties will mutually select a mediator. If the parties cannot agree, the AAA shall designate a mediator. The mediation proceeding shall be confidential to the full extent allowed by law. Each party will bear its own costs in the mediation, but the fees and expenses of the mediator will be shared equally between the parties. 15. Maintenance of Records. City agrees to assume full responsibility for maintaining its original data and records and that Vendor has no responsibility to maintain this information. City will not rely on Vendor to provide hosting, electronic security, or backup services, e.g., business continuity or disaster recovery services, for City data unless separately engaged to do so. City's access to data, records, and information shared with Vendor in providing services and stored on Vendor's servers can be terminated at any time. 16. Use of Deliverables and Drafts. City agrees it will not modify any deliverables or drafts prepared by Vendor for distribution to third parties. Vendor may send City documents marked as draft and those shall be for City's review purpose only and should not be distributed in any way beyond internal discussions limited to City employees and officials. Vendor's report on any of City's financial statements must be associated only with the financial statements that were the subject of Vendor's Services. City may make copies of Vendor's report, but only if the entire financial statements (exactly as attached to Vendor's report, including related footnotes and supplementary information, as appropriate) are reproduced and distributed with Vendor's report. City will not reproduce or associate Vendor's report with any other financial statements, or portions thereof, that are not the subject of Vendor's Services. 17. Workpapers. Vendor's workpapers and documentation retained in any form of media for this engagement are the property of Vendor, but Vendor shall have no ownership rights to any City data contained therein but may retain a copy of data provided by the City in its workpapers as necessary to comply with audit standards. Vendor can be compelled to provide information under legal process. In addition, Vendor may be requested by regulatory or enforcement bodies (including any State Board of Accountancy) to make certain workpapers available to them pursuant to authority granted by law or regulation. Unless Vendor is prohibited from doing so by law or regulation, Vendor will inform City of any such legal process or request. City agrees Vendor will have legal responsibility to City in the event Vendor determines it is compelled to provide such documents or information. 18. Vendor Not a Municipal Advisor. Vendor is not acting as the City's municipal advisor under Section 15B of the Securities Exchange Act of 1934, as amended. As such, Vendor is not recommending any action to City and does not owe City a fiduciary duty with respect to any information or communications regarding municipal financial products or the issuance of municipal securities. City should discuss such matters with internal or external advisors and experts deemed appropriate before acting on any such information or material provided by Vendor. None of Vendor's services will constitute legal or investment advice. Professional Services Agreement Paac 7 of 17 City Secretary Contract No. 19. Proprietary Information. City acknowledges that proprietary information, documents, materials, management techniques, and other intellectual property are a material source of the services Vendor performs and were developed prior to Vendor's association with City. Any new forms, software, documents, or intellectual property Vendor develops during this engagement for City's use shall belong to Vendor, and City shall have the limited right to use them solely within City's business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements, and other documents which Vendor makes available to City are confidential and proprietary to Vendor. Subject to the limitations noted in Section 5.3, the City and its agents will not copy, electronically store, reproduce, or voluntarily make any such documents available to anyone other than its personnel. This provision will apply to all materials whether in digital, "hard copy" format, or other medium. 20. Electronic Data Communication and Storage. Vendor may send data over the internet, temporarily store electronic data via computer software applications hosted remotely on the internet or utilize cloud -based storage. City's confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, Vendor will employ measures designed to maintain data security. Vendor agrees to use reasonable efforts to keep such communications and electronic data secure in accordance with Vendor's obligations under applicable laws, regulations, and professional standards. City accepts the risk of unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by Vendor. City consents to use of these electronic devices and applications during to perform services under this Agreement. 21. Network. Forvis Mazars Global Limited ("the Network") is a leading global professional services network consisting of independent members Forvis Mazars, LLP in the U.S. and Forvis Mazars Group, a Belgium integrated partnership with member firms operating in over 100 countries. The Network is a United Kingdom company limited by guarantee and does not provide any services to clients. 22. Notices. 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, employees, servants or representatives, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Reginald Zeno, FMS Director/CFO 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address Forvis Mazars, LLP. Rachel Ormsby, Partner and National Industry Leader 777 Main Street, Suite 2000 Fort Worth, TX 76102 Email: rachel.ormsby@us.forvismazars.com With a copy to: Forvis Mazars, LLP 910 E St Louis St, Springfield, MO 65806 Attn: Chief Legal Officer 23. Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other Professional Services Agreement Paae 8 of 17 City Secretary Contract No. during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 24. 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. 25. 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 shall 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. 26. 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, is brought pursuant to 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 Texas, Fort Worth Division. 27. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 28. 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 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 form of notice required by this section will be the same as Section 13. 29. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 30. 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 shall not be employed in the interpretation of this Agreement or Exhibits A and B. 31. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. Professional Services Agreement Paac 9 of 17 City Secretary Contract No. 32. Entirety of Agreement. This Agreement, including Exhibits A and B, 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. 33. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 34. Intentionally omitted. 35. City's Management Responsibilities. The City agrees to be ultimately responsible for the results of nonattest services, including assuming all management responsibility, overseeing the services by a management -level individual(s) who possesses suitable skill, knowledge, and/or experience, and evaluating the adequacy and results of the services, as well as the business decisions the City makes following the services or any other nonattest services Vendor may provide. 36. Immigration Nationality Act. Vendor shall 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 shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall 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 SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 37. Ownership of Work Product. Subject to the limitations on use and disclosure herein, City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). 38. Data Usage. For the purposes of providing services to City, City Information and data may be used by applying various technologies, including but not limited to large language models or generative artificial intelligence. If such use requires Vendor to disclose City Information to any third -party provider, Vendor agrees to comply with the notice and approval required by Section 5.2 above. Any disclosures of City Information to third parties must be covered by written confidentiality and data security requirements no less stringent than those required by this Agreement. Vendor shall not sell or resell information obtained from Client. 39. 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. 40. Change in Company Name or Ownership. Vendor shall notify City's Purchasing Professional Services Agreement Page 10 of 17 City Secretary Contract No. Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. 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. 41. 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 this Agreement. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Chapter 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. 42. Prohibition on Boycotting Energy Companies. 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 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 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. 43. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to 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 Vendor 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 this Agreement against a firearm entity or firearm trade association. 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. 44. 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. Professional Services Agreement Page 11 of 17 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Name: Title: Date: By: Name Title: (signature page.follows) (A= Jay Chapa (Jul 13, 2026 10:21:22 CDT) Jesus "Jay" Chapa City Manager 20 Reginald Zeno (Jul 13, 2026 10:17:29 CDT) Reginald Zeno FMS Director/CFO ATTEST: By: Name: Title: Jannette S. Goodall City Secretary 1L_D1►1 I111A Forvis Mazars, LLP. 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: 45--- Christian McCoy (Jul 13, 2026 08:44:42 CDT) Christian McCoy, CPA Financial Services Manager, FMS w 1110 I l :�;Z� I11,lu :ice N xe��A an 4FF°4T°Ila Wo o0 By: c p_8 zo Name: PV" S=a $� •d0 Title: paIlIlpoEXp5o4' By: ar hh'el Ormsby (Jul 10, 2026 07:19:19 Name: Rachel Ormsby Title: Partner and National Industry Leader Date: J U 1Y 10 20 26 Gavin Midgley Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 26-0443 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Page 12 of 17 1*74111G�YII_l SCOPE OF SERVICES Scope of Services Vendor will express an opinion on the fair presentation of the City's basic financial statements in conformity with Generally Accepted Accounting Principles (GAAP) and the financial reporting requirements of the Governmental Accounting Standards Board (GASB). Vendor shall be responsible for performing certain procedures involving Management's Discussion and Analysis and the supplementary information as required by the Government Accounting Standards Board and Generally Accepted Auditing Standards (GAAS) and shall also be responsible for performing reviews and testing and issuing all documents listed under "Required Reports" below. Vendor may be requested to perform other auditing services at the discretion of the City. Required Auditing Standards In addition to GAAP, GASB, and GAAS, Vendor will perform the audit in accordance with: 1) Generally Accepted Auditing Standards and Audits of State and Local Governmental Units as issued by the American Institute of Certified Public Accountants (AICPA) 2) Government Auditing Standards, as issued by the Comptroller General of the United States 3) 2 CFR 200, Audits of State and Local Governments, Office of Management and Budget (OMB) 4) The provisions of the Federal Single Audit Act (as amended) 5) The provisions of the Texas Single Audit Circular 6) Rules and State of Texas Department of Banking and Finance Regulations 7) Statements on Auditing Standards 8) Other applicable federal, state and local laws or regulations or professional guidance not specifically listed above as well as any additional requirements, which may be adopted by these organizations in the future Required Reports Following the completion of the audit of the fiscal year's financial statements, Vendor shall issue the following: 1) A report on the fair presentation of the City's basic financial statements as a whole, in conformity with GAAP. City Secretary Contract No. 2) A report on the internal control structure based on the auditor's understanding of the control structure and control risk assessment. 3) A report on compliance with laws and regulations. 4) A report on compliance with the City's Investment Policy and the Public Funds Investment Act as required by the City's Investment Policy Statement. See Public Funds Investment Act Compliance below. 5) A report on compliance with the City's local government financial test requirements under Texas Administrative Code Title 30, Chapter 37, Rule 37.271 ("TAC 30, Chapter 37, section 37.271 "), on an annual basis. 6) A report on compliance with the City's Water and Sewer System Master Ordinance 10968, Section 4(J) related to its Water and Sewer System Revenue Financing Program (Insurance) requirements 7) A report on compliance with the City's Water and Sewer System Master Ordinance 10968, Section 4(K) related to its Water and Sewer System Excess Pledged Revenues calculation 8) Reports required by the Single Audit Act of 1996, 2 CFR 200, and the State of Texas Uniform Grant Management Standards to include: a. A report on compliance and on internal control over financial reporting based on an audit of financial statements performed in accordance with Government Auditing Standards. b. A report on compliance for each major federal and state program; report on internal control over compliance; and report on schedule of expenditures of federal and state awards required by 2 CFR 200 and the State of Texas Uniform Grants Management Standards. c. A schedule of findings and questioned costs. d. A report on compliance with requirements applicable to State Financial Assistance. e. Irregularities and illegal Acts. Auditors shall be required to make an immediate, written report of all irregularities and illegal acts of which they become aware to the Chief Financial Officer, City Manager, and City Council as appropriate. Special Considerations and Services 1) The City will send the Annual Comprehensive Financial Report to the Government Finance Officers Association (GFOA) of the United States for review as part of the Certificate of Achievement for Excellence in Financial Reporting Program. Vendor will be required to provide special assistance to the City to meet that program's requirements by providing technical advice to ensure awarding of certification. 2) Vendor will ensure that the City remains compliant with changes in any reporting requirements to remain in conformity with GAAP. 3) Vendor will provide guidance and assistance to the City related to American Rescue Plan Act of 2021 (ARPA) Grants received by the City to ensure grant compliance. 4) Vendor will perform a financial assessment of up to four (4) separate component units if requested or as deemed appropriate by the City. These component units include the Central City Local Government Corporation, Fort Worth Housing Finance Corporation, Fort Worth Local Development Corporation, Research and Innovation Local Government Corporation, and Fort Worth Sports Authority. Agreed -upon procedures are performed for component units as requested by the Governing Board or the City except for Fort Worth Housing Financing Professional Services Agreement Page 14 of 17 City Secretary Contract No. Corporation (including Terrell Homes, a Discretely Presented Component Unit) which has engaged its own external audit firm to conduct an audit of their financial statements. 5) Vendor may be asked to perform other services (e.g. more tests of details or additional agreed -upon procedures) as deemed appropriate by the City. 6) Print seventy-five physical copies of the ACFR and the Single Audit (cost to be included in All - Inclusive Maximum Price). Public Funds Investment Act Compliance Vendor will evaluate the City's compliance with the Public Funds Investment Act (the Act). The Public Funds Investment Act regulates the investment activities of State agencies and local governments in the State of Texas. A compliance checklist is to be used for testing compliance with the Act in local governmental entities only. Material instances of non-compliance will be noted in a separate report published by the external auditors regarding the City's compliance with laws and regulations. Texas Commission on Environmental Quality (TCEQ) The City owns the Southeast landfill and must satisfy the State's requirements of financial assurance for closure, post closure, or corrective action by establishing a local government financial test. Vendor will be required to perform certain agreed -upon procedures to assist the City and the TCEQ evaluation of the City's compliance with the local government financial test requirements under Texas Administrative Code Title 30, Chapter 37, Rule 37.271 ("TAC 30, Chapter 37, section 37.271 "), on an annual basis. Water and Sewer System Revenue Financing Program (Insurance) Vendor will evaluate the City's compliance with Water and Sewer System Master Ordinance 10968, Section 4(J) related to its Water and Sewer System, Revenue Financing Program (Insurance) requirements. Water and Sewer System Excess Pledged Revenues Vendor will evaluate the City's compliance with Water and Sewer System Master Ordinance 10968, Section 4(K) related to its Water and Sewer System Excess Pledged Revenues calculation. Water and Sewer System Net Revenues As required, Vendor will calculate Net Revenues to verify the City's compliance with bond covenants in connection with the issuance of Water and Sewer System bonds. City Charter Requirements - Financial Reporting The City reviews and publishes a balance sheet, exhibiting the assets and liabilities of the City, supported by departmental schedules, and schedules for each utility publicly owned or operated; summaries of income and expenditures, supported by detailed schedules; and also comparison, in proper classification, with the last previous year. Professional Services Agreement Page 15 of 17 City Secretary Contract No. Vendor shall review and report on such information for the fiscal year and provide a copy thereof to each member of the Council, City Manager, and to each citizen who may apply therefore. The original report shall be kept among the permanent records of the City. The City's Annual Comprehensive Financial Report has served to satisfy these requirements. Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at Vendor's expense, in accordance with Vendor's professional standards and data retention policies. Vendor will be required to make working papers available, upon request, to the following parties or their designees: a) City of Fort Worth b) U.S. General Accounting Office (GAO) c) Cognizant Agency d) Parties designated by the federal or state governments or by the City as part of an audit quality review process e) Auditors of entities of which the City is sub -recipient of grant funds In addition, Vendor shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance upon execution of appropriate access letter. As requests for copies of working papers are fulfilled, the auditors will be required to notify the Director of Finance of the request, as appropriate. Assistance to be Provided to Vendor and Report Preparation 1) Financial Management Services Department The Financial Management Services Department staff and responsible management personnel will be available during the audit to assist Vendor by providing information, documentation and explanations. The preparation of confirmations will be the responsibility of the City. 2) Information Technology (IT) Assistance Certain IT personnel will be available to assist Vendor in performing the engagement. IT personnel will also be available to provide systems documentation and explanations. Vendor will not be provided with computer time or the use of the City's computer hardware and software. 3) Work Area, Network, Telephones, Photocopying and Fax Machines The City will provide Vendor with reasonable workspace, desks and chairs. Vendor will also be provided access to telephone lines, photocopying facilities and facsimile machines for the on -site audit staff. Any cost or charge incurred not associated with the engagement will be paid by Vendor. Professional Services Agreement Page 16 of 17 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE Total All-inclusive Maximum Price All -Inclusive Fee S697,500 S709.500 $721,500 $733,500 $745,500 Professional Services Agreement Page 17 of 17 7/9/26, 2:57 PM M&C Review ACITY COUNCIL AGEND Create New From This M&C DATE: 6/9/2026 REFERENCE NO.: **M&C 26-0443 LOG NAME: CODE: G TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FoR� H 13AUDIT SERVICES FY26 NO SUBJECT. (ALL) Authorize Execution of a Professional Services Agreement with Forvis Mazars, LLP for External Financial Audit Services in an Amount Up to $840,000.00 per Year for a Three - Year Initial Term with Two One -Year Renewal Options RECOMMENDATION: It is recommended that the City Council authorize execution of a professional services agreement with Forvis Mazars, LLP to provide external financial audit services for the City of Fort Worth in an amount up to $840,000.00 per year for a three-year initial term with two one-year renewal options. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize a professional services agreement with Forvis Mazars, LLP to obtain external financial audit services for the City of Fort Worth (City). Services will include review of the City's financial statements to ensure conformity with Generally Accepted Accounting Principles (GAAP), examination of compliance with requirements established by state law and the City Charter and Ordinances and certain limited procedures involving supplementary information required by the Governmental Accounting Standards Board (GASB). All services will be provided in accordance with Generally Accepted Auditing Standards (GAAS) as set forth by the American Institute of Certified Public Accountants and Government Auditing Standards. On March 23, 2026, a Request for Qualifications (RFQ) for external financial audit services was issued by Financial Management Services with a proposal deadline of April 24, 2026. Proposals addressing evaluation criteria that included experience and performance for comparable government engagements, implementation of GASB statements, quality of professional personnel, availability of technical consultation, proposed staffing plan, techniques, analytical procedures, and price. Proposals were received from the following firms: Cherry Bekaert CLA Crowe, LLP Forvis Mazars, LLP MGO RSM Weaver & Tidwell, L.L.P. d/b/a Weaver The proposals were evaluated by the selection committee (Committee), which consisted of key staff from the FMS, Information Technology Solutions and Internal Audit Departments. The proposals were evaluated based on the following criteria: Firm's Qualifications and Experience (50\%) Understanding the Needs of the City (20\%) Reasonableness of Costs (20\%) Soundness of Approach (10\%) The top two responding firms were invited to give a presentation and participate in an interview process. Based on ratings received in both processes, Forvis Mazars, LLP was ranked the highest. The Committee agrees the recommended firm meets specifications and that its price is fair and reasonable. apps.cfwnet.org/counciI_packet/mc_review.asp? I D=34486&counciIdate=6/9/2026 1 /2 7/9/26, 2:57 PM M&C Review ADMINISTRATIVE CHANGE ORDER - An administrative change, order or increase may be made by the City Manager in an amount of up to $100,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. Funding is budgeted in the Consultant & Other Prof Service account within the General Fund and will be budgeted in the Consultant & Other Prof Services account within the General Fund for Fiscal Year 2027 for the Financial Management Services Department. Agreement Terms The contract will commence upon execution with an initial three-year term, followed by two optional one-year renewal terms. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. This will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, and upon adoption of the Fiscal Year 2027 Budget by the City Council, funds will be available in the Fiscal Year 2027 Operating Budget, as appropriated, in the General Fund to support the approval of the recommendation and execution of the professional services agreement. Prior to an expenditure being incurred, the Financial Management Services Department has the responsibility to validate the availability of funds. Fund Department ID Account Project ID Program Activity Budget Year Reference # (Chartfield 2) Amount FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Reginald Zeno (8517) Reginald Zeno (8517) Catherine Perry (2234) 13AUDIT SERVICES FY26 fid table.xlsx (CFW Internal) 13AUDIT SERVICES FY26 funds avail.docx (CFW Internal) Form 1295 Certificate - Completed.pdf (CFW Internal) apps.cfwnet.org/counciI_packet/mc_review.asp? I D=34486&counciIdate=6/9/2026 2/2 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Forvis Mazars, LLP. Subject of the Agreement: Professional Services Agreement - External Audit Services. M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No ED *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.