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HomeMy WebLinkAboutContract 39971CITY SECRETARY 2 CONTRACT NO. CONSULTANT AGREEMENT 3 THIS AGREEMENT ("Agreement") entered into the 9th day of _March , 2010 by and between the City of Fort Worth, a home -rule municipal corporation of the State of Texas, acting herein by and through Thomas M. Higgins, its duly authorized Assistant City Manager, hereinafter called the "City", Lacefield Compliance Consulting, LLC d/b/a The Risk Mitigation Group, acting by and through Dr. Gary Lacefield its duly authorized Member, 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 and the Analysis of Impediments to Fair Housing Choice, a part of the Consolidated Plan for submittal to HUD and is in need of professional assistance to complete said Analysis of Impediments to Fair Housing Choice (the "Project"); WHEREAS, Consultant provides professional services to assist entities in preparing, completing, and submitting Analysis of Impediments to Fair Housing Choice; 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. OFFICIAL RECORD d S-r•CRt Ate• . �- o WORiall, TX Section 2. 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. ARTICLE 2 COMPENSATION Consultant shall be compensated in an amount not to exceed FIVE THOUSAND AND No/100 Dollars ($5,000). Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the Services. Consultant shall provide an invoice in the amount of Twenty Five Hundred and No/100 Dollars ($2,500) at the beginning of Project to the City and an invoice after the completion of the Project in the amount of Twenty Five Hundred and No/100 Dollars ($2,500). Payment for Services rendered shall be due within thirty (30) days of the receipt by City of Consultant's invoice, provided that all Services have been provided to the sole satisfaction of City . ARTICLE 3 TERM This Agreement shall be in effect from February 15, 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 HARMLESS 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 2. 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, non -transferable, 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 11 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 SEVERABILITY 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: City of Fort Worth Attn: Director of Housing and Economic Development 1000 Throckmorton Street Fort Worth, Texas 76102 With a copy to: City Attorney's Office City of Fort Worth Attn Leann D. Guzman 1000 Throckmorton Street Fort Worth, Texas 76102 CONSULTANT: Risk Mitigation Group 1402 W. Mayfield Rd, Suite 400 Arlington, Texas 76105 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 ] II\ WTI 'N ES S 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 RECOMMENDED* } ---a Jay Chapa,CDirect r Housing and Economic Development Department CONSULTANT Lacefield Compliance Consulting, LLC d/b/a The Risk Mitigation Group � Dr. Gary %acefield, Member APPROVED AS TO FORM AND LEGAILITY: (114 Leann D. Guzman Assistant City Attorney ATTEST: Marty Hendrix City Secretary } 3 It 2oto Date S-i-= _� ----r 0 vo Yoo e90.°00.0 acts. zit( ll:" ,1/40C/ C REQUII(ED ATTACHMENT "A" SCOPE OF SERVICES The Consultant will complete the City of Fort Worth Analysis of Impediments to Fair Housing which will include: • Executive Summary, • Narrative of Fort Worth Demographics • Housing Policies. Proceeding narratives will include a Housing Market Analysis • Barriers to Affordable Housing, Impediments to Fair Housing Choice • Housing Discrimination by Neighborhood, Lending Impediments to Fair Housing Choice • City of Fort Worth Fair Housing Measures and Objectives • Responses to the Analysis of Impediments Survey Instrument • Evaluation of Jurisdiction's Current Fair Housing Status, Fair Housing complaint Profiles, and Fair Housing Initiatives. All work will be complete no later than March 30, 2010 assuming that all responses have been complete and sent to Consultant. A detailed list of services to be performed is as follows: Description Deadline Compile and analyze the completed questionnaires from the February 28, 2010 citizens of Fort Worth. February 28, 2010 Evaluate data on home purchase loans within the `City" of Fort Worth Texas 2008 Identify financial institutions in the City February 28, 2010 Analyze the Home Mortgage Disclosure Act (HMDA) for City March 15, 2010 lenders including the applications, originations and purchase of home purchase loans. March 15, 2010 Examine the ten largest financial institutions under the in Fort Community Reinvestment Act which conduct business Worth Report home loans made in 2008 by the ten major financial March 15, 2010 institutions in Fort Worth by loans African American and Hispanic applicants. applicants received; and percent of all minority Report denial rates of financial institutions by race and ethnicity. March 21, 2010 Review of the 2008 Final HMDA Report for each financial institution, the mortgage apphcations and the denial reason by race/ethnicity. Prepare the Analysis of Impediment that contains all the required March 30, 2010 listed in first this Attachment A. items the paragraph of