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HomeMy WebLinkAboutContract 36849 CITY CON RACTENo, STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF TARRANT § THIS AGREEMENT ("Agreement"), entered into the J=day of , 2008 by and between the City of Fort Worth, a home-rule municipal corporation of Tarrant, Denton, Parker, and Wise Counties, Texas, acting herein by and through Joe Paniagua, its duly authorized First Assistant City Manager, hereinafter called the "City", and Pam Buchenauer Consulting, acting by and through Robert Buchenauer, its duly authorized Vice President, hereinafter called "Consultant". City and Consultant may be referred to herein individually as a Party, or collectively as the Parties. 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". These services shall be performed in connection with and in support of the reconciliation of financial records regarding funding allocations and expenditures between the General Ledger and the U.S. Department of Housing and Urban Development's ("HUD") Integrated Disbursement and Information System ("IDIS") financial database, otherwise known as the City of Fort Worth Housing Department's IDIS/MARS Reconciliation Project(the "Project"). Section 2. Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. ARTICLE 2 COMPENSATION Consultant shall be compensated an amount not to exceed Nineteen Thousand Six Hundred Fifty and No/100 Dollars ($19,650.00) in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the professional services describQd i hment 04-01 -08 A10: 39 IN in Attachment `B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment"A". The Consultant shall provide periodic invoices to the City, no less often than monthly. 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 same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. ARTICLE 3 TERM Unless terminated pursuant to the terms herein, this Agreement shall be for a term of twelve(12) months, beginning on March 1, 2008 and running until the completion of the subject matter contemplated herein,whichever occurs first. 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 respondent 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 PROFESSIONAL COMPETENCE AND INDEMNIFICATION Section 1. To the best of its professional ability, all work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. defend at its own expense any suits or other proceedings brought against the City, its officers, agents and employees, or any of them, resulting from such negligent act, error or omission; and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith resulting from such negligent act, error or omission. Section 3. In addition to the indemnification requirement above, Consultant releases City from any liability for injury or property damage incurred during the term of this Agreement, unless such injury or property damage was the result of intentional conduct committed by an employee of the City. Consultant shall not permit any employee, officer, and agents of the Consultant or any employees, officers or agents of any subcontractor to perform any activity under this Agreement without first executing a release containing such provisions. ARTICLE 6 INSURANCE Section 1. Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease -policy limit $100,000 disease-each employee Section 2. Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall s an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the City of Fort Worth Housing Department, Attention: Jerome Walker, Housing Director, 1000 Throckmorton Street, Fort Worth,TX 76102,prior to commencement of work. c. Any failure on part of City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide City a minimum thirty (30) days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten(10)days notice shall be acceptable in the event of non-payment of premium. e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. 1. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. ARTICLE 7 TRANSFER OR ASSIGNMENT City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without City's prior written consent. ARTICLE 8 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 cT,F I!,� !, Vi n thereafter. v' V GZ,. �:a V'J 1�uu Section 2. If City chooses to terminate this Agreement under Article 8 hereof, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article 2 of this Agreement and Attachment"B" attached hereto and incorporated herein. 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 its 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 payment in full and 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 9 RIGHT TO AUDIT Consultant agrees that City shall, until the expiration of three (3) 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 three (3) 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 provisions 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 10 MINORITY AND WOMAN BUSINESS ENTERPRISE PARTICIPATION In accordance with City Ordinance No. 15530, the City has goals for the participation of minority business enterprises and woman business enterprises ("M/WBE") in City contracts. Consultant acknowledges the M/WBE goal established for this Agreement and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. ARTICLE 11 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, or place of birth. 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, or place of birth. 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 12 OBSERVE AND COMPLY Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and 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. Consultant warrants to City that it has made full disclosure in writing of any existing or potential conflicts of interest related tot 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 13 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 of this Agreement, venue for said action shall be exclusively in the District Court located in Tarrant County, Texas . ARTICLE 14 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 15 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 contained therein. ARTICLE 16 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 Housing Department Attn: Jerome Walker, Director 1000 Throckmorton Fort Worth, Texas 76102 Phone: 817-392-7540 Fax: 817-392-7328 Consultant: PAM BUCHENAUER CONSULTING 806 Monument Avenue Woodbridge, VA 22191 Phone: (703) 494-1003 Fax: (703) 997-5977 pbuchenauer@comcast.net ARTICLE 17 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 18 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 APPEAR ON FOLLOWING PAGE] J n CI -x• L IN WITNESS THEREOF, the Parties hereto have made and executed this Agreement in multiple originals the day and year first above written, in Fort Worth, Tarrant County, Texas. CITY O O CONSULTANT: Pam Buchenauer Consulting -<7r 1 '0 Joe Nm gua,/ By: Assistant ity Man ger Robert uchenauer Vice President Pam Buchenauer Consulting A Division of The Buchenauer Group LLC RECOMMENDED: J me Walker Director using Department APPROVED AS TO FORM AND LEGALITY: Vicki Ganske Assistant City Attorney ATTEST: a '4" 4k?� Marty Hendrix City Secretary LNO M&C REQUIRED Date c' ,t IL"U"),7 ATTACHMENT"A" SCOPE OF SERVICES Proposal This proposal is in response to a request for Technical Assistance and training for management from the City of Fort Worth, Texas for the City's grants reconciliation issues related to HUD's Integrated Disbursement and Information System ("IDIS"). Scope of Work This proposal involves a variety of topic areas for Technical Assistance and some management training. The delivery of Technical Assistance is expected to cover a three (3) to five (5) month period depending on the speed of solution implementation. The HUD legacy grants management system used for HUD's formula grant programs (Community Development Block Grant, HOME Investment Partnerships, Housing Opportunities for Persons with AIDS and Emergency Shelter Grants) provides information on the City's accomplishments, performance indicators and beneficiaries to HUD. Accomplishments tracked include when and how funds are spent, on which activities the HUD grant funds are spent, and which eligible beneficiaries benefit. This system provides access to the City's HUD formula grant funding allocation through the U.S. Treasury's Line Of Credit Control System ("LOCCS"), where the City's funds are held until drawn. These funds are then reconciled against City reimbursed funds as recorded in the local financial accounting system. The work proposed includes: OFFSITE: Review of internal audit reports, most recent HUD monitoring letters and reports. Download City IDIS applicable reports and review in preparation for meeting with key staff. Travel based on two (2)trips and the associated travel costs. Training site assistance to City IT staff on the configuration needed to access IDIS, IDIS Reports and BOSMAC for management training. Based on kick off timeline, establish ongoing email/conference call/web interface on problem resolution sessions and research - available 75 hours. Management training presentation for City on City Performance. Reports, IDIS Reports and activity accomplishment/completions development and printing. Training materials printing/CD-ROMs. ONSITE: March 6-7, 2008 One to two days meeting with key City staff/consultants to kick off: Technical assistance Identify other internal operational issues Review the City's draft solutions work plan and to establish the timeline Consider and incorporate revisions as necessary To Be Determined - May 2008 One day Management Training for selected management personnel covering: Overview presentation for HOME Performance Reports and IDIS reports, IDIS Activity update and/or completion Accessing reports, downloading reports, formatting reports, utilizing reports in program and activity management and monitoring. Use of HOME data downloads and auto and custom data filter options Review of issues identified in City HUD monitoring letters and/or IDIS reports will be reviewed,possible solutions identified and discussed. Note- If any time remains after the management training,technical assistance for any outstanding issues may be addressed Management Training and Training Site The training will take place at a City computer training facility arranged by City staff. The training facility will provide IDIS accessible computers with MS Office for each participant and one trainer computer with MS PowerPoint projected by an LCD. A flip chart is also required. Pam Buchenauer Consulting will provide the logistics detail necessary for each computer and confirm access. Persons with access to IDIS Pseudo- Production will be needed for each computer and confirmation of access provided to Pam Buchenauer Consulting two (2) weeks prior to training. If IDIS training IDs are needed they must be requested via the Fort Worth Field Office by the City at least three weeks in advance of the training delivery date. ATTACHMENT "B" FEE SCHEDULE Cost The cost of the Technical Assistance and training as described in the above scope of delivery is $19,650.00, but if cost is less only that amount will be invoiced. If additional hourly services are required, IDIS technical assistance with the IDIS/MARS Reconciliation Project will be provided at a rate of $135.00 per hour, however, in no event will the total amount disbursed under the Agreement exceed $19,650. OJNO