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HomeMy WebLinkAboutContract 39858PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") entered into the day ofl 2010 by and between the City of Fort Worth, a Texas home -rule municipal corporat , acting herein by and through Thomas M. Higgins, its duly authorized Assistant City Manager, hereinafter called the "City", and Jo Carroll DeStefano, d/b/a Community Development and Training Network, hereinafter called "Consultant". City and Consultant may be referred to herein individually as a Party, or collectively as the Parties. WHEREAS, City is required to prepare, complete and submit a Consolidated Plan to the U.S. Department of Housing and Urban Development ("HUD") on a periodic basis setting forth the planned utilization of federal funding received by City; WHEREAS, City is currently preparing a Consolidated Plan for years 2010-2013 for submittal to HUD and is in need of professional assistance to complete said Consolidated Plan (the "Project"); WHEREAS, Consultant provides professional services to assist entities in preparing, completing, and submitting Consolidated Plans to HUD; and WHEREAS, City and Consultant agree to enter into an agreement to have such services provided to City. WITNESSETH That for and in consideration of mutual covenants and agreements herein contained, the Parties hereto mutually agree as follows. ARTICLE 1 SERVICES Section 1. Consultant hereby agrees to perform as an independent contractor the professional services as set forth in the Scope of Services attached hereto as Attachment "A", attached hereto and made apart hereof for all purposes ("Services"). These Services shall be performed to assist City with the completion of the Project. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. Section Z. Additional services, if any, will be requested in writing by the City and shall be set forth in addenda to be executed by both Parties and to be attached hereto and made apart hereof for all purposes. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. It is specifically agreed that Consultant shall not be compensated for any work not set forth in writing in this Agreement or any addenda thereto, including but not limited to verbal requests by City staff. OFFICIAL RECORD CITY SECI'ETARY FT. WORTH, TX ARTICLE 2 COMPENSATION Consultant shall be compensated in an amount not to exceed Twenty Four Thousand Five Hundred and No/100 Dollars ($24,500) in accordance with the fee schedule shown in Attachment `B", attached hereto and made apart hereof for all purposes ("Fee Schedule"). Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the Services. Consultant shall provide periodic an invoices to the City at least once after the completion of the Project Payment for Services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Consultant's invoice for payment of the same ARTICLE 3 This Agreement shall be in effect from February 8, 2010, and, unless terminated earlier pursuant to such provisions in this Agreement, shall extend until all Services are performed by Consultant, as determined by City, in City's sole discretion. ARTICLE 4 INDEPENDENT CONTRACTOR Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondeat superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. ARTICLE 5 INDEMNIFICATION SECTION 1. CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD IIARMLESS AND DEFEND, AT ITS OWN EXPENSE, THE CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN; AND APPRAISER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF THE CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, INCLUDING THE ARTS COUNCIL,, FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN. CONSULTANT LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF APPRAISER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, OR LICENSEES. SECTION 2. CONSULTANT AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES INCLUDING THE ARTS COUNCIL, FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED BY APPRAISER IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT. SECTION 3. Consultant shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. SECTION 3. This Section 5 shall survive the expiration or termination of this Agreement. ARTICLE 6 ASSIGNMENT AND SUBCONTRACTORS Consultant shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this Agreement. ARTICLE 7 TERMINATION OF CONTRACT Section 1. City may terminate this Agreement for its convenience on thirty (30) days written notice. Either City or Consultant for cause may terminate this Agreement for cause if either Party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with five (5) days of written notice and diligently complete the correction thereafter. Section I If City chooses to terminate this Agreement under Article 7 hereof, upon receipt of notice of termination, Consultant shall discontinue Services immediately and City shall compensate Consultant for Services actually rendered in accordance with Article 2. Section 3. All reports, whether partial or complete, first prepared under this Agreement, whether furnished by City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant or any subcontractor of Consultant, shall be or become the property of City, and shall be furnished to the City prior to or at the time such Services are completed, or upon termination or expiration of this Agreement. In addition to Consultant's newly -created work product, such reports may contain Consultant Property. The term "Consultant Property" shall mean all pre-existing material, including, but not limited to, any products, software, materials and methodologies proprietary to Consultant or provided by Consultant or is suppliers and certain trade secrets, know-how, methodologies and processes related to Consultant's products or services, all of which shall remain the sole and exclusive property of Consultant or its suppliers. Subject to the terms of this Agreement, Consultant grants to the City a non- exclusive, nontransferable, irrevocable, perpetual, royalty -free license to use the Consultant Property contained in the reports or other deliverables provided hereunder for the purposes of this Agreement. ARTICLE 8 RIGHT TO AUDIT Consultant agrees that City shall, until the expiration of four (4) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of four (4) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provision of this article. City shall give Consultant and any subconsultant reasonable advance notice of intended audit. Consultant and subconsultants agree to photocopy such documents as may be requested by City. City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. ARTICLE 9 NON-DISCRIMINATION Consultant shall not discriminate against any employee or applicant for employment because of race, age, color, religion, sex, sexual orientation, national origin, ancestry, disability, place of birth, familial status, gender identity, gender expression or transgender. Consultant shall take action to ensure that all persons are employed and/or treated without regard to their race, age, color, religion, sex, sexual orientation, national origin, ancestry, disability, place of birth, familial status, gender identity, gender expression or transgender. This action shall include, but not be limited to the following: employment, promotion, demotion, transfer, working conditions, recruitment, layoff, termination, rates of pay or other forms of compensation, and training opportunities. ARTICLE 10 COMPLIANCE WITH LAWS Consultant, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, employees or subcontractors, then Consultant shall immediately desist from and correct such violation. Consultant shall observe and comply with all orders, laws, ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. CONSULTANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY CONSULTANT OR ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS. ARTICLE ll CONFLICT OF INTEREST Consultant warrants to City that is has made full disclosure in writing of any existing or potential conflicts of interest related to the services to be performed hereunder. Consultant further warrants that it will make prompt disclosure in writing of any conflicts of interest that develop subsequent to the signing of this Contract. ARTICLE 12 VENUE AND JURISDICTION This Agreement shall be construed in accordance with the laws of the State of Texas. Should any action, whether real or asserted, at law or in equity, arise out of the terms or this Agreement, venue for said action shall be exclusively in the District Court located in Tarrant County, Texas. ARTICLE 13 CONTRACT CONSTRUCTION The Parties acknowledge that each Party and, if it so chooses its counsel, have reviewed and revised this Agreement and that the normal rule 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 any amendments or attachments hereto. ARTICLE 14 SEYERABILITY The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contain therein. ARTICLE 15 NOTICES Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand -delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other party shown below: City of Fort Worth Attn: Director of Housing and Economic Development 1000 Throckmorton Street Fort Worth, Texas 76102 With a copy to: City Attorneys Office City of Fort Worth Attn: Leann D. Guzman 1000 Throckmorton Street Fort Worth, Texas 76102 Community Development and Training Network 7160 Wood Oak Drive Bryan, Texas 77808 ARTICLE 16 HEADINGS The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. ARTICLE 17 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 but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE.] IN WITNESS THEREOF, the Parties hereto have made and executed this Agreement to be effective as of February 8, 2010. CITY OF FORT WORTH T.M. Higgins Assistant City Manager l��K•)rl�l•1► • �� Jay Chapa, Director Housing and Economic Development Department LEGAILITY: D. Guzman Assistant City Attorney ATTEST: Marty Hendr City Secretary Date OFFICIAL RECORD C;iTY SECRETARY FT. WORTH, TX CONSULTANT Jd Carroll DeStefaib, d/b/a Development and Training Network NO 1Vd�C r�FraiIRR�D ATTACHMENT "A" SCOPE OF SERVICES Services provided will be in connection with the production of the 2010-2013 Consolidated Plan. Consultant's services upon completion will produce the HUD - required data, documentation, and approval necessary for submittal of the Consolidated Plan. Consultant will ensure that the programs and projects that are planned and funded within the Consolidated Plan will provide comprehensive and effective services to meet the needs of low-income families and enhance their ability to achieve self-sufficiency. The services shall be as follows: 1. Provision of the Housing Market Analysis narrative; 2. Assist staff in the development and review of the following specific sections of the Consolidated Plan: a. Housing Needs; b. Barriers to Affordable Housing; and c. General barriers which low-income households are faced with in Fort Worth. 3. Review and provide input and comments for improvement of the following portions of the Consolidated Plan prepared by City staff: a. Housing - Homeless; b. Housing - Special needs; c. Housing - Lead Hazard; d. Public and Assisted Housing; e. Homeless Facilities and Services; f. General Narrative; g. Homeless and other special needs; h. The Non -Housing Community Development Plan; i. Lead -Base Paint Hazards; j. Anti -Poverty Strategy; k. Institutional Structure and Coordination; and 1. Public Housing. 3. Assisting staff in the development and coordination of Goals, Objectives, and Performance Measurements. 4. Advise City on ways and best practices to reduce the complexities of receiving and monitoring federal funds, while creating a positive public image of the programs and services that will ultimately lead to increased and more satisfactory participation of the public, community leaders and HUD. 5. The Consultant will provide a complete draft to the City within 2 months after the date of this Agreement, with an additional 1 month to make any necessary changes ATTACHMENT 15 FEE SCHEDULE Amount Consultants Responsibility Section Deliverable $7,500 Contribute and review Housing needs Estimated number and types of families with housing needs; types of housing needs; and disproportionate needs. To provide feedback to section Housing — Homeless Written response and prepared by City. comments to improve section. Review Housing -Special Needs Review Review Housing -lead Hazards Review $10,000 Develop and Review Housing Market Analysis Significant characteristics of housing market and housing stock, supply and demand, condition and cost of housing, low- income/minority concentrations. Review Public and Assisted Number and condition of Housing public housing units Review Homeless Facilities and Special Needs Facilities Services and Services $3,000 Contribute and Review Barriers to Affordable Narrative regarding Housing identification of barriers to development of affordable housing Review General Basis for priorities, obstacles, accomplishments and outcomes Review Homelessness and Other Review Strategies Special Needs $400 Review Non -housing CD Plan Describe priority needs Contribute and Review Barriers Strategy to remove barriers Review Lead paint Hazards Actions to evaluate and reduce lead -based paint hazards Review Anti -Poverty Strategy Goals and policies to reduce number of poverty level families Review Institutional Structure Description of institutional structure Review Coordination Efforts to coordinate amongst providers Review Public Housing Activities to address needs of public housing and public housing residents. $245500 Total