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HomeMy WebLinkAboutContract 29010 08-26-03 Pn 1 :48 IN CITY SECRETARY CONSULTING AGREEMENT CONTRACT NO. O THIS AGREEMENT is made and entered into as of this j�0' th day of August 2003, by and between City of Fort Worth Water Department ("Client") and Carolyn M. Marshall, CPA (CPA) with offices at 849 Dianna Ave, Hurst Texas 76053. WHEREAS, Carolyn M. Marshall, CPA is in the business of providing financial and management consulting services to local government and not-for-profit agencies; WHEREAS, Client desires to engage CPA for a project relating to the above mentioned financial and management consulting services NOW, THEREFORE, in consideration of the promises and mutual agreements herein, Client and CPA agree as follows: 1. CPA's Engagement (a) Client hereby engages CPA and CPA agrees to be so engaged on the terms and conditions set forth in this Agreement to perform an analysis of methods, procedures, and practices currently in place regarding financial management for Client, and recommending changes, improvement, modification, or other actions deemed appropriate by CPA, and agreed to by Client, such work being hereinafter referred to as the "Project". (b) CPA shall undertake and accomplish the Project with standards acceptable to Client. In carrying out the Project, CPA shall maintain liaison with the appropriate finance personnel or such other employee of Client as may be designated. 2. Scope of Engagement CPA shall provide professional financial services to close completed water and sewer capital project funds (PS46 and PW77) in order to free up surplus revenue and interest earnings. CPA shall: A. Coordinate with City staff (Water Department, City Finance, etc) on applicable procedures to use. B. Obtain general understanding of transactions and records of the accounting system. C. Coordinate with Engineering Division on the list of projects to be closed. D. Zero the actual retainage and encumbrance balances in the fund/account/center using specified accounting reports, procedures and forms. E. Review overall center balances to determine if a credit, debit or zero balance exists. F. Eliminate the center balances by a debit or credit to the appropriate accounts as defined by the revenue source. G. Ensure that the completed projects have been capitalized in the fixed asset system of the City. Enter assets into the fixed asset system if not already in the system. H. Provide the Finance Department a list of all centers to be closed in the City Accounting system. 3. Independent Contractor Status CPA shall be an independent contractor and CPA acknowledges, and confirms to client, its status as that of an independent contractor. Nothing herein shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship between the parties for any purpose, including but not limited to taxes or employee benefits. CPA will be solely responsible for payment of any and all taxes and insurance. CPA will submit to Client upon request, evidence of cornpliance with the provisions of this paragraph in a form and manner satisfactory to Client. 4. No Power to Act on Behalf of Client CPA shall have no right, power or authority to create any obligation, express or implied, or make representation on behalf of Client except as CPA may be expressly authorized in advance in writing from time to time by Client and then only to the extent of such authorization. 5. Fees Client shall pay to Carolyn M Marshall, CPA a fee based upon the following: PW77: An hourly rate of $75 per hour, not to exceed 100 hours for a total fee not to exceed $7,500. And PS46: An hourly rate of $75 per hour, not to exceed 100 hours for a total fee not to exceed $7,500. An invoice will be sent to the Fort Worth Water Department at the beginning of each month for work done in the previous month until the project is completed. The Fort Worth Water Department agrees to pay the invoice(s) upon receipt. 2 6. Expenses CPA will be responsible for all out-of-pocket expenses, except for out of town travel (airfares, hotel, rental car, and meals), which will be reimbursed at actual cost, as provided by receipts and other evidence provided to Client by CPA. CPA shall not incur such expenses without the express approval, in advance, of Client. 7. Carolyn M Marshall CPA's Covenants CPA covenants to Client as follows: (a) CPA will comply at all times with all applicable laws and regulations of any jurisdiction in which CPA acts; (b) CPA will comply with all applicable policies and standards and shall carry out the Project in a manner consistent with the ethical and professional standards of Client; (c) CPA will comply at all times with all security provisions in effect from time to time at Client's premises, with respect to access to premises, and all materials belonging to Client; (d) CPA shall not use Client's name in any promotional materials or other communications with third parties without Client's prior written consent, and (e) CPA is legally authorized to engage in business in Texas and will provide Client satisfactory evidence of such authority upon request. 8. Confidentiality During the course of carrying out the Project, CPA may have access to Confidential Information that relates to Client's past, present, or future. In connection therewith, the following subsections shall apply.- (a) pply:(a) The Confidential Information may be used by CPA only to assist CPA in connection with the Project; (b) CPA will protect the confidentiality of the Confidential Information in the same manner that Carolyn M Marshall, CPA protects her own confidential information of like kind. Access to the Confidential Information shall be restricted to CPA and Client's personnel and CPA shall not disclose Confidential Information to any third party. 3 (c) The Confidential Information may not be copied or reproduced without Client's prior written consent; (d) Unless otherwise expressly authorized in writing by Client, all Confidential Information made available to CPA, including copies thereof, shall be returned to Client upon the first to occur of (i) termination of this Agreement or (ii) request by Client; and (e) Nothing in this Agreement shall prohibit or limit CPA's use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodology) (i) previously known to it, (ii) independently developed by it, (iii) acquired by it from a third party which is not, to CPA's knowledge, under an obligation to Client not to disclose such information, or (iv) which is or becomes publicly available through no breach by CPA of this Agreement. (f) Due to CPA's access to Confidential Information, Client reserves the right to request a background report, should Client deem such report to be necessary. 9. Ownership All materials prepared by CPA for Client pursuant to this Agreement shall be owned exclusively by Client and CPA hereby assigns to Client all rights in such materials and copyrights therein 10. Indemnification Carolyn M Marshall, CPA shall indemnify, defend, and hold the City of Fort Worth, its employees and agents, harmless from and against any claims, demands, loss, damage or expense (i) related to bodily injury or death of any person or damage to property resulting from the negligent or willful acts or omissions of CPA, (ii) resulting from any claim that CPA is not an independent contractor, (iii) incurred by Client based on any claim that any deliverable or other materials delivered under this Agreement or use thereof by Client infringes any copyright, trade secret or other proprietary right of any third party or (iv) resulting from a breach by CPA of the covenants under Section 6. 11. Term This Agreement shall be effective as of the day and year the agreement is first signed, and shall terminate on January 31, 2004 unless the term hereof is extended pursuant to express written agreement of the parties or unless previously terminated as provided in Section 12 below. 4 12. Termination (a) Client may, upon giving fourteen (14) days' written notice identifying specifically the basis for such notice, terminate this Agreement for breach of a material term or condition of this Agreement, provided CPA shall not have cured such breach within the fourteen (14) day period. (b) In the event unsatisfactory results to the inquiry referred to in paragraph (f) of Section 7 are received, Client may terminate this Agreement without notice. (d) In the event this Agreement is terminated, CPA shall be entitled to payment of all fees, as provided in Sections 4 and 5 respectively, incurred prior to the effective date of such termination. (e) Upon termination of this Agreement for any reason, CPA will cease all activity on the Project and shall promptly provide to Client, without cost to Client, all work product and files developed by CPA under this Agreement and all materials provided to CPA by Client in connection with this Agreement. 13. Priority of this Agreement This Agreement sets forth the entire intent and understanding of the parties hereto on the subject matter hereof, and supersedes any other agreements or understandings. It may be amended only by a writing duly signed by both of the parties hereto. 14. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 5 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first below written. City of Fort Worth Carolyn M. Marshall, CPA APPROVAL RECOMMENDED Maebell Brown, P.E l Acting Director, Water Department/ L Date Dat ATTESTED BY Marc A. Ott Assistant City Manager Date Contract Authorization APPROVED AS TO FORM AND LEGALITY Date C; Assistant City Attorney Date