HomeMy WebLinkAboutContract 44523 CITY SECRETARY,
CONTRACT
CONSULTANT AGREEMENT
THIS AGREEMENT "Agreement" by and between the City of Fort worth, a Texas
home -rule municipal corporation acting, herein by and through Fernando Costa, 'Its duly
authorized assistant City Manager, hereinafter called the "City', and Western Economic
Services Limited Liability Company, acting by and through Robert M. Gaudin, its duly
authorized Member, hereinafter called "'Consultant"'. City and Consultant may he referred
to herein individually as a Party, or collectively as the Parties.
WHEREAS, the City is required to submit a Consolidated Plan to the United States
Department of :Housing and Urban Development rnent "H D" on a periodic basis setting
forth its planned utilization of federal funding received by City;
WHEREAS, the City is required to certify to HUD that it is affirmatively rthering fair
housing, and so City will conduct a n Analysis of Impediments to Fair Housing Choice
("A.L"), tale appropriate actions to overcome the effects of impediments identified
through that analysis, and maintain records reflecting the analysis and any actions taken
WHEREAS, the City is currently preparing its 2012-2018 Consolidated Plan and is in
need of professional assistance to complete the Analysis of Impediments t Fair Housing
Choice(the "Project"),
WHEREAS, Consultant provides professional services to assist governmental entities
that receive federal grant funds in preparing, completing, and submitting Analysis of
Impediments to Fair:Dousing Choice; and
E .EAS,1 City and Consultant agree to enter into an agreement to for such services to
City.
WITNESSETH
That for and in consideration of mutual covenants and agreements herein contained, the
Parties hereto mutually agree as follows:
ARTICLE l
SERVICES
Section I.
Consultant hereby agrees to perform as an independent contractor the professional
services as set forth inn the Scope of Services described in Attachment ""A" — Scope of
Services, attached hereto and made apart hereof for all purposes ("Services"). These
Services shall he performed to assist the City with the completion of the Project. Services
shall he performed in a professional manner and in strict compliance with all terms and
conditions set forth in this Agreement.
OFFICIAL
CITYSECRETARY
ED JUN I I FT*WORTHo TX
RECEIV
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 worl erformed 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.
Section 2.
CONSULTANT COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS
AND DEFEND, AT ITS 01WN 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
CONSULTANT HEREBY ASSUMES ALL LIABILITY AND, RESPONSIBILITY' OF
THE CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, 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 OMISSION'S OF CONSULTANT, ITS OFFICERS, MEMBERS, AGENTS,
EMPLOYEES, SUBCONTRACTORS, INVITEES, OR LICENSEES.
CONSULTANT AGREES TO AND SHALL RELEASE THE, CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES 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 4.
This Article 5 shall survive the expiration or earlier 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 or subcontracting of same without such prior written approval, shall be void
and constitute a breach of this Agreement.
ARTICLE 7
TERMINATION OF CONTRACT
Section I.
City may terminate this Agreement for its convenience on 30 days written notice., Either
City or Consultant 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 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 Cttv a
nonexclusive, non-transferable, irrevocable, perpetual, royalty-free license to use W the
Consultant Property contained in the reports or other deliverables provided hereunder for
the purposes of this Agreement.
ARTICLE 8
RIGHT T01 AUDIT
Consultant agrees that City shall, until the expiration of 4 years, after final payment under
this A
I greernent, 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
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 sub-consultant,
involving transactions to the subcontract, and further, that City shall have access during
normal working hours to all SUb-consultant facilities, and shall be provided adequate and
i in compliance with I is
appropriate work space in order to conduct audits, ' iance with the provision of this
article. City shall give Consultant and any sub-co�nsultant reasonable advance notice of'
intended I ntended audit.
Consultant and sub-consultants 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 perfon-ned.
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 trans gender. This action shall include, but not be limited to the following:
employment, promotion, demotion, transfer, working conditions, recruitment, layoff,
termination, rates of payment other fori-ris 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 gnorance tnereof shall be
consi dered. CONSULTANT AGREES TO DEFEND, INDEM-NIFY 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 it has made fti.11 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
INSURANCE
Sect on 1.
Consultant shall not commence work under this Agreement until it has obtained all
insurance required under this Article and the 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 the City,,
provided, however, Consultant may elect to add any subcontractor as an additional insured
under its liability policies.
Commercial General Liab i I iily.Insurance
$1,0100,000 each occurrence
$1,000,0100 aggregate
Business Automobile t Liab"Ii'
i -Y Insurance
$1,0001,000 each accident on a combined single-limit basis, or
$250,1000 Property Damage
$5ft,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance poll"icy shall be endorsed to cover Any Auto", defined
as autos owned, 141'red, and non owned. Pending availability of the
above coverage and at the discretion of City, the policy shall be the
primary responding ng insurance policy versus a personal auto
insurance policy if or when in the course of Contractor's business as
contracted herein. Coverage shall be on any vehicle used in the
course of the Project.
Section 2.
,A-
Additional Insurance Requkernents
a. Where applicable, City, its officers, employees and servants shall be endorsed
as an additional insured on Consultant's "insurance policies.,
bl. Certificates, of insurance shall be delivered to the Housing and Economic
Development Department,l Attention: Sherle Goin, Community Development
Coordinator, 1000 Throckmiorton Street, Fort Worth, Texas 761102, prior to
commencement of Services.
c. Any failure on part of the City to insurance required insurance documentation
shall not constitute a waiver of the requ irements specified herein.,
d. Insurers must be authorized to do business in the State of Texas and have a
current A.M., Blest rating of A: VII or equivalent measure of financial strength
and solvency.
e. 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.
f 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.,
g. Consultant's liability shall not be limited to the specified amounts: of insurance
required herein.
h. Upon the request of City, Consultant shall provide complete copies of all
insurance policies required by these Agreement documents.
I Such insurance amounts shall be revised upward at City"s reasonable option
and no more frequently than once every 12 months, and Consultant shall
revise such amounts within 30, days foillo,wing notice to, Consultant of such
requirements.
j. Deductible limits on 'insurance policies shall not exceed $5,000 per occurrence
unless,otherwise approved by City.
k. In the event there are any local, federal or other regulatory 'insurance or
bonding requirements for the Program, and such requirements, exceed those
specified herein, the former shall prevail.
1. Consultant shall require its subcontractors to maintain applicable insurance
coverages, limits, and other requirements as those specified herein* and
Consultant shall require its subcontractors to provide Consultant with
certificate(s) of'insurance documenting such coverage. Also, Consultant shall
re i
quire its subcontractors to have City and Consultant endorsed as additional
insureds as their interest may appear) on their respective insurance policies.
m. Directors and Officers Liability coverage shall be in force and may be
provided on a claims made basis. This coverage may also be referred to as
rovi
Management Liability, and shall protect the insured against nst claims arising out
of alleged errors in Judgment, breaches of duty and wrongful. acts, arising out
of their organ izati onal duties. Coverage shall protect not only the entity, but
all past, present and future directors, officers, trustees, employees, volunteers
and committee members.
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 or
this A I I
I greement, 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
ambliguities, 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
SEVERAB,ILITY
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 Juris iction 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
A I i or unconstitutional portion had never
,greement shall be construed as, *f such invalid
been contained herein.
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:
City of Fort, Worth
Attn: Director of Ho,us,ing and Economic Development Department
1000 Throckmorton Street
Fort Worth,Texas 76102
With a copy to:
City Attorney's Office
City of Fort Worth
Attn-. Vicki Ganske and Leann D. Guzman
1000 Throckmorton Street
Fort Worth,Texas 76102
CONSULTANT.-
Robert M. Gaudin
Western Economic Services, LLC
212 SE 1 8th Ave
Portland, Oregon,9721 �
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,ON FOLLOWING PAGE.]
IN WITNESS THEREOF, the Parties hereto have made an executed this greeme
CITY OF FORT WORTH CO U ANT
00 � o
Fernando Costa R d
Assistant City Manager �. it char of'Research and
Planning
APPROVED AS TO FORM
AND LEGALITY
Vick. S. Ganske
Senior Assistant City attorney
ATTEST
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4
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P
City Secretary 00,0000
OFFICIAL NO M&C NECESSARY
RECORD
CITy SECRETARY
Im
FT*WORTK TX
ATTACHMENT "A"
SCOPE OF SERVICES
The Consultant will complete the City of Fort Worth Analysis of Impediments to Fair Housing
which will include-,
1. Introduction and Executive Summary of the Analysis
A. Who Conducted
B. Participants
C. Methodology Used
Di. How Funded
E.Conclusions
1. Impediments Found
2. Actions To Address Impediments
1. Jurisdictional Background Data
A.Demographic Data
B. Income Data
C. Employment Data
Di.Hous,ing,Profile
E. Maps
F. Other Relevant Data
Ill. Evaluation of Jurisdiction's Current Fair Housing Legal Status:
A. Fair housing complamts or compliance reviews where the Secretary has issued a charge of or
made a finding of discrimination
B.Fair housing discrinination suit filed by the Department of Justice or private Plaintiffs
C.Reasons for any trends or patterns
D.Discussion of other fair housing concerns or problems,
IV. Identification of Impediments to Fair Housing Choice
A.Public Sector
1. Zoning and Site Selection
2,. Neighborhood Revitalization,Municipal and Other Services,Employment-Housing
Transportation Linkage
3. PHA and Other Assisted/Insured Housing Provider Tenant Selection Procedures,-
Housing Choices for Certificate and Voucher Holders
4. Sale of Subsidized Housing and Possible Displacement
5. Property Tax Policies,
6. Planning and Zoning Boards,
7. Building Codes(Accessibility)
B. Private Sector Lending Policies and Practices
C. Public and Private Sector
1. Fair Housing Enforcement
2. Informational Programs
3, Visitabilitymi Housing
D. Where there is a determination of unlawftil segregation or other housing discriinination by a
court or a finding of'noncompliance by HUD under Title VI of the Civil Rights Act of 1964
or Section 504 of the Rehabilitation Act of 1973,or where the Secretary has issued a charge
under the Fair Housing Act regarding assisted housing within i a recipient's jurisdiction,, an
analysis of the actions which could be taken by the recipient to help remedy the
discriminatory condition,, including actions involving the expenditure of funds by the
jurisdiction.
It 11
v Assessment of Current Public and Private Fair Housing Programs And Activities
in the Jurisdiction
vi# Conclusions and Recommendations
All work will be completed no later than September 310, 2013.,
ATTACHMENT"B"
FEE, SCHEDULE
AMOUNT
C' L E DATE DELIVERABLE
RESPONSIBILITY
$12>462.50 x Phase I June 15, 2013 PhaseI deliverables, 'Include the survey
I
I instrUment, orientation meeting agenda,
collection and submittal of progress
review materials associated with the
economic and dernographic data.
Note: The City would create the email
list and distribute the survey
announcement, which would have the
survey link embedded 'in the email.
$12,462.50 x Phase 2 July 15,, 2,013 Phase 11 deliverables include completing
the data collection efforts, submitting
progress review memos pertain ingto the
remat I ning elconomic,and demographic
data, HMDA and CRA data, and the
results,of the progress review telephone
conference,.,
$12546,2.50 X Phase,3 August 15, 20113 1 Phase tII deliverables include preparation
of finial analysis of the survey, complete
analysis of all Census data,,with
correspond'ng geographic rnaps, prepare
preliminary findings, make a presentation
at the fair housing forums, hold a
debriefing/strategy meeting and submit a
progress review memo pertaining to the
preliminary implediments,and actions to
c 'der.
onsi
$1214612.50 X Phase 4 S,eptembleri 15, Phase IV deliverables include preparing
2013, the draft report for internal review,
receive comments on that internal
document,, prepare and submit the draft
report for pitibilic rev iew, make a,formal
presentation of findings,,, rece ive
comment from the City, submit the final
lort and the final billing.
Total Cost$149,850.010
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