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HomeMy WebLinkAboutContract 26014 CITY SECRETARY 06-23-00PG3 : .i 9 RCv0 CONTRACT No. / T 3 ARTHURANDERSEN Arthur Andersen LLP Suite 5600 901 Main Street Dallas TX 75202-3799 Tel 21.4 731 8300 June 19, 2000 Ms. Lisa Pyles Director Aviation Department City of Fort Worth 4201 N. Main Street, Suite 200 Fort Worth, Texas 76106-2749 Re: Meacham Airport Dear Lisa: Thank you for the opportunity to assist the City of Fort Worth, Texas (the "Fort Worth"). This letter, including the attached engagement terms, outlines the terms of our engagement. If you have any questions or comments about them, please let us know, as we wish to avoid any misunderstandings. Scope of Work You have requested that we prepare an application to the Foreign Trade Zones Board to expand the DFW International Airport Foreign Trade Zone to include portions of Meacham Airport. As you know, our firm also consults with DFW International Airport. As DFW has approved this project, we do not envision there being any conflict of interest with this project. Our representation will be limited to these tasks. However, should AA and Fort Worth later agree that we will assist Fort Worth with additional matters and responsibilities in the future, the provisions set forth in this letter will govern our continuing relationship. Client Responsibilities In fulfilling these objectives, Fort Worth understands that AA's performance is dependent on Fort Worth's timely and effective satisfaction of its own activities and responsibilities in connection with the project, as well as timely decisions and approvals by client. AA is not responsible for any delays or failures to perform due to causes beyond our control. 9(^Ici Ms. Lisa Pyles June 19,2000 Page 2 Results AA cannot and does not make any representations to you as to the probability of ultimate success or results in your matter, and similarly we cannot guarantee any particular result. However, we will exert in good faith our ethical and professional efforts on your behalf. Personnel Kristine Price, David Moore, and I will be working on the engagement with me. AA may, from time to time, add or re-assign personnel. Fees Fees are established through the exercise of judgment on each individual matter after considering a number of factors, including the time and labor required, the novelty and difficulty of the issues involved, the skill required to perform the services properly, time limitations imposed by the client or by the circumstances, the experience, reputation and ability of the advisors performing the services, the amount involved, the likelihood that such employment will preclude other employment, the fee customarily charged in the locality by others for similar services, and the nature and length of our relationship with the client. The fee for this service will not exceed $25,000.00. If additional work is justified that causes the original amount to increase, prior authorization from the City must be obtained before any work can begin. No payment will be authorized for any amount over the original contract amount without prior written approval. Billing Practices and Payment It is our practice to bill for matters such as yours on a monthly basis. Payment of our statement is expected within 21 days of receipt. In addition to reflecting the charges for our services, our statement will reflect reimbursement for out-of-pocket costs (travel, lodging, etc.) and administrative charges for support, communications, and technology (facsimile, copying, long- distance charges, etc.). If you ever have a question about our billing procedures or statements, please ask us. We wish to address issues in advance so that you are satisfied with our procedures and statements. We want you to be frank with us should you have any concerns. Vd'G�l��� Ms. Lisa Pyles June 19,2000 Page 3 Conclusion If you agree with the foregoing, please sign and return the enclosed copy of this letter. Again, we appreciate your employing Arthur Andersen to assist you with this matter, and we look forward to working with you and building a mutually beneficial relationship over the years. Sincerely, ARTHUR ANDERSEN LLP By: William M. Methenitis LJ Enclosures: Engagement Terms Copy of Engagement Letter The matters set forth in this letter are understood and agreed to by the undersigned on this day of June, 2000, on behalf of the City of Fort Worth, Texas. City of Fort Worth, Texas By: ATTES �BY Ramon Guajardo, A sistant City Manager -/, AS TO FORM AND LEGALITY: -.;2 ;�Z� C-11076 Assistant City ttorneyCITY 9? ( n►I �S�M Revised 4/18/00 ARTHUR ANDERSEN ENGAGEMENT TERMS These terms apply to the engagement described in any arrangement letter referencing them but shall also apply to any additional work we are asked within twelve months of any such arrangement letter to perform for client(unless a separate arrangement letter is used). 1. Cooperation and Participation. AA shall be entitled to rely on all information provided by and decisions and approvals of client (and its counsel). Client's management shall be solely responsible for applying independent business judgment with respect to AA's services and work product (including decisions on implementation or other further course(s) of action) and to be solely and exclusively responsible for such decisions.Although AA will endeavor to be alert to any incorrect or missing data,and plans to apply its normal diligence in this regard, AA shall nevertheless be entitled to rely on the accuracy and completeness of all information provided to us. 2. Confidentiality. AA will maintain the confidentiality of client information of a confidential nature using the same degree of care it uses in maintaining its own confidential information. Client shall at no time disclose any of AA's work product and other confidential material,or its role in this engagement,to any third party (except to a government agency or court,to the extent such filing is an agreed objective of this engagement)without AA's prior written consent in each case. Client's use of AA's work product from this engagement(except for copies of filed tax returns)shall in any event be restricted to the item's stated purpose(if any)and otherwise to client's internal business use only. Each of us retains the right in any event to use the ideas,concepts,techniques,industry data and know-how used or developed in the course of the engagement. Notwithstanding anything herein to the contrary,(i)no restriction in this agreement is intended to be nor shall be construed as a condition of confidentiality as such term is used in IRC§§6011, 6111,6112 and the regulations thereunder;and(ii)any corporation who is a party to this agreement has AA's authorization to disclose to any and all persons,without limitation of any kind,any entity,plan, arrangement or transaction(including every aspect thereof)with respect to which AA,in connection with this agreement,does or is required to introduce,recommend,give advice,or otherwise provide consultation or services. Except as instructed otherwise in writing,each party may assume that the other approves of properly addressed fax,email(including email exchanged via Internet media)and voicemail communication of both sensitive and non-sensitive documents and other communications concerning this engagement,as well as other means of communication used or accepted by the other. 3. Taxpayer Confidentiality Privileges; Use of Counsel. The parties acknowledge that certain documents and other communications involving and/or disclosed to or by AA may be subject to one or more claims of privilege by or on behalf of client (e.g., the attorney-client privilege; the IRC §7525 tax advisory privilege, etc.). Although client is solely responsible for managing the recognition, establishment and maintenance (e.g. possible waiver) of these possible protections (and for involving legal counsel as it deems necessary), AA shall cooperate with client's reasonable written instructions regarding same. 4. Agreed Upon Scope of Work. AA shall be obligated only for work or deliverables specified in the arrangement letter referencing these terms,and only for changes in such scope that are set forth in writing and duly executed by the parties hereto. To the extent all specific details of the engagement are not so documented, the parties shall work diligently and in good faith to document them at the request of either party. Unless expressly provided for, AA's services do not include giving testimony or appearing or participating in discovery proceedings, in administrative hearings, in court, or in other legal or regulatory inquiries or proceedings. 5. Access to Resources and Information. Unless specified herein as the responsibility of AA to provide, client shall have obtained for AA on a timely basis any internal and third-party permissions, licenses or approvals that are required for AA to perform the services contemplated hereunder (including use of any necessary software or data). Client shall also provide AA with such information,signoffs and assistance as may be necessary to AA's work or as AA may reasonably request,and AA's personnel assigned to any work hereunder shall not be assumed or deemed to have knowledge of information provided to others,whether external to or within AA. EC cuGM Revised 4/18/00 6. External Factors; Standards of Performance. Client acknowledges that this engagement will involve analysis, judgment and other performance from time to time in a context where the participation of the client or others is necessary, where answers often are not certain or verifiable in advance and where facts and available information change with time. Accordingly,evaluation of AA's performance of its obligations shall be based solely on its substantial conformance with any standards or specifications expressly set forth in this agreement and all applicable professional standards,any such nonconformance (and applicability)to be clearly and convincingly shown. If there are any changes in the relevant laws, regulations, industry, market conditions or other circumstances, including in the client's own business practices, AA has no responsibility to advise client of any such changes and client acknowledges the need for it to re-evaluate AA's preceding services and deliverables. AA reserves the right to in whole or in part decline to perform certain tasks if information comes to AA's attention indicating that performing such tasks could cause AA to be in violation of applicable law,regulations or standards or in a conflict of interest,or to suffer reputational damage. 7. Business Risk Allocations. With respect to any services,work product or other deliverables hereunder, or this engagement generally, AA's liability shall in no event exceed the fees it receives hereunder for the portion of the work giving rise to liability nor include any special, consequential, incidental or exemplary damages or loss (nor any lost profits, savings or business opportunity). Client shall upon the receipt of written notice indemnify AA and its affiliates,and their partners,principals and personnel,against all costs, fees,expense,damages and liabilities(including defense costs)associated with any third-party claim arising from or relating to: any services,work product or deliverables that client uses or discloses to others;or this engagement generally. THE TERMS OF THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE NATURE OF ANY CLAIM ASSERTED (INCLUDING CONTRACT, STATUTE, ANY FORM OF NEGLIGENCE WHETHER OF CLIENT, AA OR OTHERS, TORT, STRICT LIABILITY OR OTHERWISE) and whether or not AA was advised of the possibility of the damage or loss asserted, but shall not apply to the extent finally determined to be contrary to any applicable law. Such terms shall also continue to apply after any termination of this agreement and during any dispute between the parties. 8. Affiliates. Recognizing that at times AA's work may pertain not only to client but also to a parent, various of its subsidiaries, other affiliates, advisors and contractors,or to family members or related trusts, partnerships, partners, estates or foundations, client shall, as may be requested by AA from time to time (including subsequent to completion of the services), obtain written confirmation of their agreement to the terms of this letter. This agreement is binding on each party hereto and on each of its permitted successors, assigns and legal representatives. AA may authorize or allow its affiliates and contractors to assist in performing this letter and to share in AA's rights hereunder, provided any such party shall commit (as applicable)to be bound by the restrictions set forth in this letter and AA obtains such express commitments as are necessary. 9. General. This agreement, including its formation and the parties' respective rights and duties and all disputes that might arise from or in connection this letter or its subject matter, shall be governed by and construed in accordance with the laws of Illinois,without giving effect to conflicts of laws rules. Each party is an independent contractor with respect to the other and shall not be construed as having a trustee or fiduciary relationship. The letter, including this and any other incorporated attachments, sets forth the entire understanding between and among the parties regarding the subject matter addressed herein, supersedes all prior agreements, arrangements and communications and may not be modified or amended except by the mutual written agreement of both parties. If any term hereof is found unenforceable or invalid this shall not affect the other terms hereof,all of which shall continue in effect as if the stricken term had not been included. City of Fort Worth, Texas "attar andC aunc"il Communication DATE REFERENCE NUMBER LOG NAME PAGE 6/20/00 **C-18076 12METHENITIS 1 of 2 SUBJECT AMENDMENT OF M&C G-12809, RESOLUTION AND PROFESSIONAL SERVICES AGREEMENT REGARDING EMPLOYMENT OF OUTSIDE LEGAL COUNSEL FOR ASSISTANCE IN THE SUBMISSION OF AN APPLICATION FOR FOREIGN TRADE ZONE EXPANSION AT MEACHAM INTERNATIONAL AIRPORT RECOMMENDATION: It is recommended that the City Council: 1. Amend M&C No. G-12809 to reflect that Bill Methenitis, formerly with the law firm of Strasburger & Price, L.L.P. may continue to serve as outside counsel in his new capacity as a partner with Arthur Andersen, LLP in order to assist the City Attorney in the submission and oversight of an application to the D/FW Airport Board and the Foreign Trade Zone Board in Washington, D.C. requesting expansion of Foreign Trade Zone 3, Railhead Fort Worth, Second Site (the "Foreign Trade Zone"); and 2. Adopt the attached resolution fixing in advance, as far as practicable, that the sum to be paid to Mr. Methenitis and Arthur Andersen, LLP for these services shall not exceed $350 per hour for a total sum not to exceed $25,000; and 3. Authorize the City Manager to execute a Professional Services Agreement with Mr. Methenitis and Arthur Andersen, LLP outlining the scope of services to be provided as part of the study and for a sum not to exceed $25,000. DISCUSSION: On February 15, 2000 the City Council approved M&C No. G-12809 and adopted Resolution No. 2613, which authorized Bill Methenitis of Strasburger & Price, L.L.P. to serve as outside counsel in order to oversee the submission of an application to the D/FW Airport Board and the Foreign Trade Zone Board MW in Washington, D.C. requesting expansion of the Foreign Trade Zone to include Fort Worth Meacham International Airport. Since that time, Mr. Methenitis has left Strasburger & Price, L.L.P. and joined M Arthur Andersen, LLP. Because Mr. Methenitis has joined a new firm, the City Council must, in accordance with Section 3, Chapter VI of the City Charter, a. again authorize Mr. Methenitis, this time in his capacity as a partner at Arthur Andersen LLP, to serve as outside counsel in this matter; and b. adopt a resolution establishing the maximum compensation that Mr. Methenitis and Arthur Andersen, LLP will receive. This M&C does not authorize any increase in the funds originally appropriated for this purpose. City of Fort Worth, Texas "ayor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 6/20/00 **C-18076 1 12METHENITIS 2 of 2 SUBJECT AMENDMENT OF M&C G-12809, RESOLUTION AND PROFESSIONAL SERVICES AGREEMENT REGARDING EMPLOYMENT OF OUTSIDE LEGAL COUNSEL FOR ASSISTANCE IN THE SUBMISSION OF AN APPLICATION FOR FOREIGN TRADE ZONE EXPANSION AT MEACHAM INTERNATIONAL AIRPORT FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the funds are available in the current operating budget, as appropriated, of the General Fund. CB:I Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) APPROVED Charles Boswell 8511 CITY COUNCL Originating Department Head: David Yett 7606 (from) JUN 20 2000 GG01 5390120 0905500 $25,000.00 Additional Information Contact: �Wj�VA-4-j City�°tary of d o David Yett 7606 CUT d Fort WorftTeim Hi,StJ4U l.Jl� l�U. ��r yS