HomeMy WebLinkAboutContract 62416HHM & Associates, Inc. - Vendor Services Agreement
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PROFESSIONAL SERVICES AGREEMENT
_____________________________________________________________________________
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into by
and between the CITY OF FORT WORTH (“City”), a Texas home rule municipal corporation, acting by
and through its duly authorized Assistant City Manager, and HHM & Associates, Inc. (“Vendor”), a Texas-
registered land use planning and implementation corporation acting by and through its duly authorized
representative, each individually referred to as a “party” and collectively referred to as the “parties.”
1.Scope of Services. The primary purpose of this Agreement is to complete Phase VII (a.k.a
Phase II, parts 2-14) of an update to the Fort Worth Historic Resources Survey (“Services”), which Services
are set forth in more detail in Exhibit “A,” attached hereto and incorporated herein for all purposes.
Services shall be performed in accordance with standards in the industry for the same or similar services.
2.Term. The initial term of this Agreement is for one (1) year, beginning on the date that
this Agreement is executed by the City’s Assistant City Manager (“Effective Date”), unless terminated
earlier in accordance with this Agreement (“Initial Term”). City will have the option, in its sole discretion,
to renew this Agreement under the same terms and conditions for a single one-year renewal option (a
“Renewal Term”).
3.Compensation.
3.1 Total compensation under this Agreement will not exceed seventy-three
thousand, five hundred forty dollars and zero cents ($73,540.00) during any individual
term. An administrative change order or increase may be made by the City Manager up to
the amount allowed by relevant law and the Fort Worth City Code and does not require
specific City Council approval as long as sufficient funds have been appropriated.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit “B,”
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
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4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with at least 30 days’ written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by the Fort Worth City Council in any fiscal period for any payments due hereunder,
City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the
fiscal period for which appropriations were received without penalty or expense to City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds have
been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated for any reason prior to its natural expiration, City will pay Vendor for services actually
rendered up to the effective date of termination and Vendor will continue to provide City with
services requested by City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Vendor will provide City with
copies of all completed or partially completed documents prepared under this Agreement. In the
event Vendor has received access to City Information or data as a requirement to perform services
hereunder, Vendor will return all City provided information or data to City in a machine readable
format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City (“City Information”) as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and as such all documents held or maintained by City may be subject to disclosure under the
Texas Public Information Act. In the event there is a request for information marked by Vendor as
“Confidential” or “Proprietary,” City will promptly notify Vendor. It will be the responsibility of
Vendor to submit to the Texas Attorney General’s Office reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by City, but by the Office
of the Attorney General of the State of Texas or by a court of competent jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
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6.Right to Audit.Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers, and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits. To the extent that the Vendor hires a subcontractor, the
Vendor agrees to include in all its subcontractor agreements hereunder a provision to the effect that the
subcontractor agrees that the City shall have the same rights to audit as afforded under this section.
7.Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement and
not as agent, representative, or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, subvendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants, and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a co-employer or a joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors of Vendor. Neither Vendor nor any
officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any
employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting
of taxes on behalf of itself and any of its officers, agents, servants, employees, or contractors.
8.Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE,
OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
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8.3 INTELLECTUAL PROPERTY INDEMNIFICATION – Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City’s use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle, or pay will not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section, Vendor will have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City’s interests, and City agrees to cooperate with Vendor in doing so. In the event
City, for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement, City
will have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
Vendor will fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City’s
assumption of payment of costs or expenses will not eliminate Vendor’s duty to indemnify
City under this Agreement. If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, Vendor will, at its own expense: (a)
procure for City the right to continue to use the software and/or documentation; (b) modify
the software and/or documentation to make it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the software and/or
documentation; (c) replace the software and documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor, terminate this Agreement and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
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10.Insurance.Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a)Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor or its employees, agents, or
representatives in the course of providing Services under this Agreement. “Any
vehicle” will be any vehicle owned, hired, and non-owned.
(c) Workers’ Compensation:
Statutory limits according to the Texas Workers’ Compensation Act or any other
state workers’ compensation laws where the Services are being performed
Employers’ liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
“City” includes its employees, officers, officials, agents, and volunteers with
respect to the contracted services.
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(b) The workers’ compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of thirty (30) days’ notice of cancellation or reduction in
limits of coverage must be provided to City. A minimum of ten (10) days’ notice
will be acceptable in the event of non-payment of premium. Notice must be sent
to the City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11.Compliance with Laws, Ordinances, Rules, and Regulations. Vendor agrees that in the
performance of its obligations hereunder it will comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately
desist from and correct the violation.
12.Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor’s duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13.Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
To VENDOR:
HHM & Associates, Inc.
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Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
With copy to Fort Worth City Attorney’s Office at
same address
Emily Payne, President
P.O. Box 9648
Austin Texas 78766
14.Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the
foregoing, this provision will not apply to an employee of either party who responds to a general solicitation
or advertisement of employment by either party.
15.Governmental Powers. It is understood and agreed that by execution of this Agreement
City does not waive or surrender any of its governmental powers or immunities.
16.No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor’s respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17.Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18.Severability. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be
affected or impaired.
19.Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, “Force Majeure Event”). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event and an explanation as to how it prevents or
hinders the Party’s performance as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
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20.Headings not Controlling.Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21.Review of Counsel.The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of contract construction to the effect that
any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of
this Agreement or Exhibits A, B, and C.
22.Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by
an authorized representative of each party.
23.Counterparts. This Agreement may be executed in one or more counterparts, and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24.Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor’s
option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25.Immigration and Nationality Act. Vendor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all federal and state laws and establish appropriate procedures and
controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR’S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26.Ownership of Work Product.City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, “Work Product”). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other rights in and
to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of
conception, creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs
first). Each copyrightable aspect of the Work Product will be considered a "work-made-for-hire" within the
meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part
thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as
amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in and to the Work
Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that City may have or obtain, without further consideration, free from any claim,
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lien for balance due, or rights of retention thereto.
27.Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28.Change in Company Name or Ownership. For purposes of maintaining updated City
records, Vendor must notify City’s Purchasing Manager, in writing, of a company name, ownership, or
address change. The president, or another authorized official, of Vendor must sign the notification. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such change, a copy of
the board of director’s resolution approving the action, or an executed merger or acquisition agreement.
Failure to provide the specified documentation may adversely impact future invoice payments.
29.No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel”
and “company” have the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30.Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
of the City with a company with 10 or more full-time employees unless the contract contains a written
verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides
written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement.
31.Prohibition on Discrimination Against Firearm and Ammunition Industries . Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City
is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the Vendor that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
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trade association during the term of this Agreement.
32.Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, “electronic signature” means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33.Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns, and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
By: ___________________________
Name: Dana Burghdoff
Title: Assistant City Manager
Date: ___________________________
Vendor:
By: ___________________________
Name: Emily Payne
Title: President
Date: ___________________________
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: ______________________________
Name: D. J. Harrell
Title: Director
Approved as to Form and Legality:
By: ______________________________
Name: Trey Qualls
Title: Assistant City Attorney
Contract Authorization:
M&C: M&C 24-0835
Form 1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: ______________________________
Name: Lorelei Willett
Title: Historic Preservation Officer
City Secretary:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
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EXHIBIT A
SCOPE OF SERVICES
Task 1. Project Initiation
Internal kickoff meeting
Conference call with City
Review previous documentation
Final scope of work
Task 2. Research Design & GIS Integration of Prior Survey Data
Research design and fieldwork methodology, pulling from the overall citywide research design
developed previously, to include
o Research schedule
o Survey report outline – including estimated page lengths for historic context statements for
each district
o Research questions
o Preliminary bibliography
o Fieldwork methodology
o Eligibility evaluation methodology
Collecting prior survey data and prior designations
Cleaning up data to ensure consistency and GIS-compatibility
Linking data to the Phase V-a GIS database template
Testing the template's collector tool for field survey
Task 3. Field Survey and Research
Working with the City of Fort Worth to notify the public and the police department about
upcoming field survey work
o Developing a letter on City letterhead to answer Frequently Asked Questions, to be
distributed to interested community members in the field
o Emailing neighborhood organization leaders
Travel
Field documentation of a maximum of 663 resources within prior districts listed in Table 1
below.
Field management/ daily review
Contextual research following the approved research design
Table 1. Historic districts and parcel counts for field survey.
District Parcels
Central Handley 12
Chase Court 11
Elizabeth Blvd.45
Garden of Eden 16
Hillcrest 37
Kenwood Court 31
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Linden Ave.19
Mistletoe Heights 395
Stockyards 94
WA Powers 3
TOTAL 663
Task 4. Data Processing and Property-Specific Research
Post-fieldwork processing
Sanborn map analysis
Historic aerial analysis
Contextual research using prior survey reports, local history collections at the Fort Worth Public
Library and Tarrant County Archives, and newspapers as needed
Limited City Directory research (as detailed under the assumptions below)
Limited occupant background research, building permit research, and/or architect research as
needed to support eligibility evaluations – assuming a maximum of 48 hours total
Survey forms for individually eligible resources
Migrating data into the City of Fort Worth’s GIS database, developed under Phase V-a.
Letter Report
Task 5. First Draft Survey Report for City and THC Review
Executive Summary
Survey Purpose
Brief historic context statements for each of the ten districts within the project area (maximum
of 20 pages total, with the distribution of pages per district to be determined during the
research design task )
Survey Results
Future Recommendations
Appendices
o Prior Survey Inventories
o Updated National Register District Inventories where applicable
o THC-like survey forms for individually eligible resources
o Maps
Blank comment matrix
Task 6. Final Survey Report
Revised versions of all sections of the Draft Survey Report
Updated comment matrix showing how all comments were addressed
Electronic files
o Data in GIS format
o Electronic copies of research files
Updated Near Southeast National Register District Inventory to be sent to the THC.
Assumptions
The research design and fieldwork methodology for this project will reuse the as much of the
research design and fieldwork methodology developed under Phase I of this project as possible.
Because the primary focus of this project is to update historic district evaluations rather than to
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identify new individually eligible resources, property-specific research will be limited to 48
hours.
Minimal historic context development is included within this scope. As much as possible, this
project will reuse the historic context completed under Phases I-IV of this project and/or context
in prior nominations. Context development will include a maximum of 20 pages for all historic
districts combined, with the distribution of pages per district to be determined during the
research design task.
No GIS database development is included within this scope. This project will reuse the GIS
database developed under Phase V-a of this project.
Field survey of selected prior districts listed above will encompass a maximum of 663 parcels.
Field documentation will follow all THC requirements for reconnaissance-level survey. Fieldwork
will only document resources visible from the public right-of-way.
The City of Fort Worth will notify the public and the police department of upcoming field survey.
HHM will supply letter templates for notifications.
Since the ESRI ArcGIS Online “Collector” feature will be discontinued, HHM will use it in-house
database for field survey, then migrate survey date into the database template prepared during
Phase V-a.
Individual survey forms will approximate the appearance/content of the THC Historic Sites Form
and will completed only for resources recommended individually eligible for the National
Register and/or local landmark designation or contributing to historic districts.
Minimal contextual research will be included in this scope. All research will be property-specific,
focused on assessing the integrity and eligibility of surveyed resources – such as Sanborn maps,
historic aerial photographs, building permits, City Directories, and background materials on
historic occupants such as census records and newspaper articles.
Per feedback from the City of Fort Worth during the project kickoff meeting, property-specific
research will focus on potentially individually eligible resources.
City Directory research will be limited to a maximum of 100 hours. For surveyed resources, City
Directory research will be conducted only for resources that are historic-age and retain
physical integrity. City Directory research will use 10-year intervals from the date of
construction through approximately 1975.
Occupant history research will be limited to a maximum of 40 hours. Occupant history research
will only be conducted if City Directory research reveals consistent occupancy over three
intervals (at least 20 years).
The City of Fort Worth and the THC will review the First Draft Survey Report (Task 5)
concurrently.
The City of Fort Worth and the THC will be available to review draft deliverables according to the
anticipated project schedule below.
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HHM will be able to communicate directly with the THC throughout the project, copying the
client on all email communication and maintaining an administrative record of all
communication that will be available to the client at any time.
No public meetings are included within HHM’s scope of work for this project. The City of Fort
Worth independently may circulate the draft to the public for review and comment if
desired, provided that the review is completed within the anticipated project schedule
below.
The client will use the comment matrix provided by HHM, or a similar comment matrix
approved by HHM.
All comments from all stakeholders will be compiled within one, single comment matrix.
Any contradictions within the comments will be resolved internally before providing comments
to HHM.
If additional comments are provided separately, or if comments are provided after the 30-day
review timeframe in the schedule herein, HHM will consider the comments outside this
scope of work, and HHM will work with the client to negotiate a supplemental scope of work
to address the additional comments.
All tables, graphs, charts, inventories, and forms will use HHM's standard templates, which
routinely are accepted by the THC. This scope of work will not include customization of the
format of any tables, graphs, charts, inventories, or forms.
All maps will be based upon HHM's standard templates, which routinely are accepted by the
THC. All records will be mapped as points rather than polygons; all maps with address labels will
be zoomed in for legibility, made into a multi-page series, and placed in an appendix. This scope
of work will not include any customization of mapping templates.
The City of Fort Worth will liaise with the THC to see how best to submit the updated Near
Southeast National Register District Inventory that will be part of the package of final
deliverables.
HHM will not execute any work beyond the scope herein. If the client requests work beyond this
scope, HHM will work with the client to negotiate a supplemental work agreement to provide
compensation for the additional work.
Tables
Task Days +
NTP*Anticipated Deadline
Task 1. Project Initiation 7 Friday, December 6, 2024
Task 2. Research Design & GIS Integration of Prior Survey Data 32 Tuesday, December 31, 2024
Task 3. Field Survey of Selected Prior Historic District 349 Thursday, November 13, 2025
Task 4. Data Processing and Property-Specific Research 433 Thursday, February 5, 2026
Task 5. First Draft Survey Report for City & THC 517 Thursday, April 30, 2026
City and THC Review (32 days)549 Monday, June 1, 2026
Task 6. Final Survey Report 642 Wednesday, September 2, 2026
Contract Expiration 670 Wednesday, September 30, 2026
*Assumed NPT Friday, November 29, 2024
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Delivarables
Deliverables: All work produced by Consultant shall comply with the following requirements of the
Texas Historical Commission:
Final Deliverables
One (1) bound hard copy. The hard copy should be printed on 8½ x 11 and 11 x 17 paper. Please do
not use 8½ x 14/legal-sized paper. For binding, use 3-hole punch binder; do not use spiral or comb
bindings.
One (1) electronic copy on CD or thumb drive. The electronic copy should include the Historic
Resources Survey Report and all photographic documentation, maps, etc. The survey data shall also be
submitted in Microsoft Access, Microsoft Excel, or GIS-based format. This allows the THC to upload the
survey data into the THC Online Atlas database.
Each CLG survey grant recipient is sent a THC Historic Resources Survey Packet on a CD that includes
a THC Access database for survey purposes. While it is not required to use this Access database, the survey
data should include the same information. The full range of products for a historic resources survey
includes the following:
• A Research Design Report is written to establish knowledge of the area’s historical development and
to list known existing historical resources such as National Register of Historic Places and districts,
Recorded Texas Historic Landmarks, State Antiquities Landmarks, Official Texas Historical Markers, and
local landmarks and districts, and to provide a map of the area to be surveyed. This report sets up periods
of significance and areas of significance, so surveyors know how to assess the resources.
• A Draft and Final Historic Resources Survey Report should include the survey’s purpose and
methodology, a historic context (pulled from the Research Design), survey results, and survey
recommendations. Survey results should discuss analysis, implications and recommendations for local,
state and federal historical designation and other appropriate preservation methods. This report must be
in conformance with the U.S. Secretary of the Interior’s Guidelines for Identification.
• A Historic Resources Survey Form must be provided for each surveyed resource in the survey area.
It is preferred that the THC survey database form (Microsoft Access format preferred) is used, but an
equivalent format is acceptable.
• An Inventory Table must be provided for all surveyed resources in the survey area. This should include
basic information about each resource: thumbnail image, address, historic and current name, historic and
current function, construction date, existing designations, National Register of Historic Places eligibility,
and Priority rating at a minimum.
• Photo documentation for all surveyed resources must be provided. Color digital images should be saved
as uncompressed TIF files. If this format is not available, save as JPGs. Do not alter images (other than
naming files). The size of each image must be at least 1200 x 1600 pixels at 300 ppi (pixels per inch) or
larger (2000 x 3000 preferred). It is recommended that digital images be saved in 8-bit (or larger) color
HHM & Associates, Inc. - Vendor Services Agreement
Page 17 of 20
format. Proper identification of each view must be provided with all photo documentation, utilizing the
standard 2-letter Texas county abbreviations recognized by TARL (see the THC Photo Labeling Protocol).
Example: The first image for 103 East Marshall Street in Pittsburg, Camp County would be: TX-CP-
Pittsburg-Marshall-St-E-103-01.tif. In addition, a second set of digital images of representative streetscape
views is encouraged.
• Detailed Maps must identify the location of all surveyed resources with their site numbers. Maps
developed using GIS data are strongly encouraged, but not required. • The Project Manager is responsible
for reviewing all survey work before submission to the THC. Reports and other documentation require
proper citations and may not be plagiarized. All of the above-mentioned products become the property of
the THC upon completion of the grant project. Survey and inventory projects may be modified, but should
be discussed with and approved by THC staff prior to modification. Attachment E must be submitted
with all contract amendments, including modifications to the deliverables described here.
All materials published, printed, or used for public distribution shall note the following on the
materials:
This project was funded in part through a Certified Local Government Grant from the National Park
Service, U.S. Department of the Interior, as administered by the Texas Historical Commission.
The contents and opinions, however, do not necessarily reflect the views and policies of the Department
of the Interior, nor does the mention of trade names or commercial products constitute endorsement
or recommendation by the Department of the Interior.
This program receives Federal funds from the National Park Service. Regulations of the U.S.
Department of the Interior strictly prohibit unlawful discrimination in departmental Federally
Assisted Programs on the basis of race, color, national origin, age or handicap. Any person who
believes he or she has been discriminated against in any program, activity, or facility operated
by a recipient of Federal assistance should write to: Director, Equal Opportunity Program, U.S.
Department of the Interior, National Park Service, P.O. Box 37127, Washington, D.C. 20013-
7127.
HHM & Associates, Inc. - Vendor Services Agreement
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EXHIBIT B
PAYMENT SCHEDULE
City agrees to pay Consultant in the installments set forth above upon completion of each task,
each installment to represent full and final, non-refundable payment for all services provided
prior to the due date thereof. City will make each installment payment within thirty (30) calendar
days after receipt, approval by City of the respective Work and an invoice therefor. City shall
withhold an amount not to exceed 12.5% until: (a) Texas Historical Commission review of the
draft project material, products and deliverables and the Commission’s comments are incorporated
therein; (b) receipt by the Texas Historical Commission of two (2) final reports; and (c) receipt by
the Texas Historical Commission of properly documented reimbursement materials.
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EXHIBIT C
VERIFICATION OF SIGNATURE
AUTHORITY
HHM and Associates, Inc.
P.O. Box 9648
Austin, Texas
78766
Execution of this Signature Verification Form (“Form”) hereby certifies that the following
individuals and/or positions have the authority to legally bind Consultant and to execute any
agreement, amendment or change order on behalf of Consultant. Such binding authority has
been granted by proper order, resolution, ordinance or other authorization of Consultant. City is
fully entitled to rely on the warranty and representation set forth in this Form in entering into
any agreement or amendment with Consultant. Consultant will submit an updated Form within
ten (10) business days if there are any changes to the signatory authority. City is entitled to rely
on any current executed Form until it receives a revised Form that has been properly executed
by Consultant.
Name: ___________________________________
Signature of President / CEO
Title (if other):
Date:
HHM & Associates, Inc. - Vendor Services Agreement
Page 20 of 20
EXHIBIT D
STATE REQUIREMENTS
Notwithstanding anything to the contrary in this Agreement, Consultant agrees to the following:
(attached)
Attachment D.1
Page 1 of 2
Child Support Obligation. Under Section 231.006 of the Family Code, the consultant, subrecipient, or
subcontractor certifies that the individual or business entity named in this contract, bid or application is not
ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated
and payment may be withheld if this certification is inaccurate. A bid or an application for a contract, grant, or loan
paid from state funds must include the name and social security number of the individual or sole proprietor and
each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity
submitting the bid or application.
Discrimination Prohibited. The consultant, subrecipient or subcontractor will comply with Title VI of the Civil
Rights Act of 1964 (P.L. 88-352) and all requirements imposed by or pursuant to the Department of the Interior
Regulations (43 CFR 17) issued pursuant to that title, to the end that, in accordance with Title VI of that Act and
the Regulation, no person in the United States shall, on the ground of race, color, or national origin, be excluded
from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or
activity for which the consultant, subrecipient or subcontractor receives financial assistance from Department of the
Interior, National Park Service, and hereby gives assurance that it will immediately take any measures to effectuate
this agreement.
This Assurance is given in consideration of and for the purpose of obtaining any and all federal grants, loans,
contracts, property discounts, or other federal financial assistance extended after the date hereof to the consultant,
subrecipient or subcontractor, including installment payments after such date on account of arrangements for
federal financial assistance which were approved before such date. The consultant, subrecipient or subcontractor
recognizes and agrees that such federal financial assistance will be extended in reliance on the representations and
agreements made in this assurance, and that the United States shall reserve the right to seek judicial enforcement of
this assurance. This assurance is binding on the consultant, subrecipient or subcontractor, its successors, transferees,
and assignees, and the person or persons whose signature appear below are authorized to sign this assurance on
behalf of the consultant, subrecipient or subcontractor.
DI 1350 Addendum.The consultant, subrecipient or subcontractor agrees to comply with the Rehabilitation Act of
1973 and the Age Discrimination Act of 1975 and all requirements imposed by or pursuant to these titles, to the
end that, no person in the United States shall, on the grounds of age or handicap be excluded from participation in,
be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the
consultant, subrecipient or subcontractor receives financial assistance from the National Park Service, and hereby
gives assurance that it will immediately take any measures to effectuate this agreement.
18 USC 1913.No part of the money appropriated by any enactment of Congress shall, in the absence of express
authorization by Congress, will be used directly or indirectly to pay for any personal service, advertisement,
telegram, telephone, letter, printed or written matter, or other device, intended or designed to influence in any
manner a Member of Congress, to favor or oppose, by vote or otherwise, any legislation or appropriation by
Congress, whether before or after the introduction of any bill or resolution proposing such legislation or
appropriation; but this shall not prevent officers or employees of the United States or of its departments or agencies
from communicating to Members of Congress on the request of any Member of Congress, thorough the proper
official channels, requests for legislation or appropriations which they deem necessary for the efficient conduct of
the public business.
ATTACHMENT D.1
Assurances for Consultants, Subrecipients or Subcontractors
Attachment D.1
Page 2 of 2
Whoever, being an officer or employee of the United States or of any department or agency thereof, violates or
attempts to violate this section, shall be fined not more than $500 or imprisoned not more than one year, or both;
and after notice and hearing by the superior officer vested with the power of removing him, shall be removed from
office or employment. (June 25, 1948, Ch. 645, 62 Stat. 792.)
DI 1954. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion. Lower
Tier Cover Transactions.
This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension,
43 CFR Part 12, Section 12.5.10, Participants’ responsibilities. The regulations were published as Part VII of the
May 26, 1988 Federal Register (pages 19160-19211). Copies of the regulations are included in the proposal package.
For further assistance in obtaining a copy of the regulations, contact the U.S. Department of the Interior,
Acquisition and Assistance Division, Office of Acquisition and Property Management, 18 th and C streets, N.W.,
Washington, D.C. 20240.
1. The prospective lower tier participant certified, by submission of this proposal, that neither it nor its
principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any federal department or agency.
2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
Records Retention. The consultant, subrecipient or subcontractor represents and warrants its compliance with the
records retention requirements of 2 CFR § 200.333. The consultant, subrecipient or subcontractor shall maintain
and retain all records relating to the performance of the grant including supporting fiscal documents adequate to
ensure that claims for grant funds are in accordance with applicable State of Texas requirements. These records will
be maintained and retained by the consultant, subrecipient or subcontractor for a period of seven (7) years after the
grant expiration date or until all audit, claim, and litigation matters are resolved, whichever is later. The Commission
reserves the right to direct a consultant, subrecipient or subcontractor to retain documents for a longer period of
time or transfer certain records to Commission custody when it is determined the records possess longer term
retention value. The consultant, subrecipient or subcontractor must include the substance of this clause in all
subcontracts.
State Auditor’s Right to Audit. Pursuant to Section 2262.154 of the Texas Government Code, the state auditor
may conduct an audit or investigation of any entity receiving funds from the state directly under any contract or
indirectly through a subcontract under the contract. The acceptance of funds by the consultant, subrecipient or
subcontractor, or any other entity or person directly under the contract or indirectly through a subcontract under
the contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit
committee, to conduct an audit or investigation in connection with those funds. Under the direction of the
legislative audit committee, the consultant, subcontractor, or other entity that is the subject of an audit or
investigation by the state auditor must provide the state auditor with access to any information the state auditor
considers relevant to the investigation or audit. The consultant, subrecipient or subcontractor shall ensure that this
paragraph concerning the authority to audit funds received indirectly by subcontractors through the contract and
the requirement to cooperate is included in any subcontract it awards.
Consultant/Subcontractor Date
City of Fort Worth,
Mayor and
DATE: 09/17/24
Texas
Council Communication
M&C FILE NUMBER: M&C 24-0835
LOG NAME: 06TEXAS HISTORICAL COMMISSION GRANT - PHASE VII - APPLICATION
SUBJECT
(ALL) Ratify the Application for and Authorize Acceptance of a Grant and Execution of a Grant Agreement in the Amount Up to $73,540.00 with the
Texas Historical Commission, with a Grant Amount Up to $36,770.00 and a Local Match in the Amount Up to $36,770.00, to Support the City of
Fort Worth's Historic Resources Survey, Authorize Transfer of $20,000.00 from the General Fund for a Portion of the City's Required Match, and
Adopt Appropriation Ordinances
RECOMMENDATION:
It is recommended that the City Council:
1. Ratify the application for and authorize acceptance of a grant and execution of a grant agreement in the amount up to $73,540.00 with the
Texas Historical Commission, with a grant amount up to $36,770.00 and a local match in an amount up to $36,770.00, to support the City of
Fort Worth's Historic Resource Survey;
2. Adopt the attached appropriation ordinance reallocating appropriations in the Development Services Department of the General Fund by
decreasing the General Operating and Maintenance accounts in the amount of $20,000.00 and increasing the Transfer Out category by the
same amount, for the purpose of transferring to the Grants Operating Federal Fund for a portion the City's required match for the Texas
Historical Commission grant; and
3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Federal Fund, subject
to receipt of grant, in an amount up to $73,540.00, for the purposes of funding Phase VII of the City-wide Historic Resources Survey in the
Central Arlington Heights Historic Preservation Project.
DISCUSSION:
As a participating community in the Texas Historical Commission's (THC) Certified Local Government (CLG) program, the City of Fort Worth is
eligible for grant funding for preservation-related projects tied to the THC's Statewide Preservation Plan. Upon adoption of the Fort Worth Citywide
Historic Preservation Plan in July 2003, recommendations were made that all previously conducted historic resource surveys should be updated
and expanded.
In August 2017, the Texas Historical Commission undertook its four-year evaluation of the City of Fort Worth's Certified Local Government program
under Section 101 (a)(7)(C) of the National Historic Preservation Act of 1966. That evaluation highlighted an item in the Certification Agreement
between the City of Fort Worth and the Texas Historical Commission, where it states that the CLG will maintain a system for the survey and
inventory of local historic properties that is coordinated with the statewide cultural resources survey process, with technical assistance provided
by the National Register Program office of the Texas Historical Commission's History Programs Division. In order to resolve this outstanding
issue, a proposal was developed that outlined the City's plan to undertake a multi-year survey update in phases, administered by staff and
undertaken by a preservation consultant. The proposal was deemed acceptable by the THC.
In 2019, the City completed Phases I and II of the update, completing a historic context statement for the City of Fort Worth during the period
between 1900-1945. In 2021, the City completed Phases III and IV of the update, completing a historic context statement for the City of Fort Worth
between 1840-1980; developing a comprehensive survey plan for Fort Worth; and developing an ArcGIS online mapping system and digital survey
collector tool for future survey efforts. In 2023, the City completed Phases V-VI of the update, which surveyed the Terrell Heights local historic
district and resurveyed the near Southeast National Register District, and encoded previously identified historic resources across Fort Worth into
the online ArcGIS mapping system that was created in Phase IV.
The City then applied to the THC in the fall of 2023 for the next phase of the update. Staff was notified on January 31, 2024 that the City's grant
application was successful and the full amount requested ($36,770.00) was being awarded for Phase VII of the update to the Historic Resource
Survey in Fiscal Year (FY) 2024. This grant is a 1:1 matching grant; the City is also committing $36,770.00 to Phase VII. The CLG Grant funds, in
conjunction with the City's matching share, will be used to pay for a consultant to perForm the next phases of the historic resources survey
update. The Texas Historical Commission administers the Texas CLG grant program utilizing federal funding it receives from the U.S. Department
of Interior, National Park Service (NPS) Historic Preservation Fund Program.
The City's matching funding will be provided from finro sources. The first $20,000.00 will be transferred from the FY2024 Development Services
operating budget within the General Fund. The remaining $16,770.00 is already appropriated in the Central Arlington Heights Historic
Preservation project within the Stormwater Capital Projects Fund (City Project No. 102742). The mitigation funds from the Central Arlington
Heights Historic Preservation project are part of the mitigation of an adverse effect on an eligible National Register Historic District, and will be
used for a range of mitigation measures including, but not limited to, paying a consultant to advance the next phases of the historic resources
survey update.
The objectives of the current phase of the overall update to the City's historic resource survey update are:
a. Survey previously unsurveyed or out of date surveys for 10 districts including: Central Handley, Chase Court, Elizabeth Blvd, Garden of Eden,
Hillcrest, Kenwood Court, Linden Avenue, Mistletoe Heights, Stockyards and W.A. Powers Historic District;
b. To begin to address a key area (an inaccurate and out-of-date historic resource survey) identified in the 2017 four-year CLG review, which is
an essential component of the City's Certification Agreement with the THC;
c. To work towards the establishment of an accurate survey that is used regularly in virtually all land-use decisions involving historic resources;
and
d. To utilize the products from each phase as part of an ongoing education and awareness initiative.
A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds
will be available in the current operating budget, as appropriated, in the Grants Operating Federal Fund. The Development Services Department
(and Financial Management Services) will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure being
incurred, the Development Services Department has the responsibility to validate the availability of funds. This is a reimbursement grant.
Submitted for City Manager's Office b� Dana Burghdoff 8018
Originating Business Unit Head: D.J. Harrell 8032
Additional Information Contact:
Page 1 of 8
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorneys for review. The attorneys will review the information you
have provided to is
defensible. Failure to provide sufficient information may result in follow up questions and cause a
Section 1: General Information
Requesting Department: Development Services
Name of Contract Manager: Lorelei Willett
Departmental Attorney: Chris Austria, Trey Qualls
Item or Service sought: Hire a consultant to conduct the next phase in the
Historic Resources Survey Update project.
Goods:
Service:
Anticipated Amount: $73,540.00
Vendor: HHM & Associates Inc.
Current/Prior Agreement for item/service: Yes No
CSC or Purchase Order #: 102742 Ft. Worth Historical Survey Project
Amount: $73,540.00
Projected M&C Date: 9/17/2024
How will this item or service be used? The City of Fort Worth was recently awarded a
undertake the next phase in updating its survey of
historical resources, after having established a multi-year strategy with the Texas Historical
2018. The primary existing survey dates from 1989 and is
county-wide. Subsequent surveys undertaken primarily in 2007 were incomplete and all surveys
remain inaccessible online. The City has set out a strategy to update its survey and to make it
accessible online. In progressing phases I-IIV, the City retained the services of an external
consultant to prepare a historic contect statement for the City; develop a survey plan for the
Page 2 of 8
project; and develop an online ArcGIS database for accessibility of survey information. Phase I-
Historic Context 1900-1945 was completed in September 2019. Phase II-IV Historic Context
1840-1980; Suvey Plan; and ArcGIC survey tool and database were completed in September
2021. Phase V-VI incorporation of past survey data into the ArcGIS database and survey of the
Terrell Heights local historic district and Near Southeast National Register District was
completed in September 2023. The project that the City is now seeking an exemption for relates
to Phase VII, which identifies surveying the following 10 local historic districts: Central
Handley, Chase Court, Elizabeth Boulevard, Garden of Eden, Hillcrest, Kenwood Court, Linden
Avenue, Mistletoe Heights, W.A. Powers and the Stockyards. Eight of the 10 districts have never
had a formal survey completed and the two that have a survey are over 15 years old.
Development Pressures for commercial districts like the Stockyards and Central Handley put
properties at risk for inappropriate alterations and demolitions since little is known about the
the city to plan for future endeavors. The project will conduct reconnaissance-level surveys of
each of these districts and incorporate them into the GIS layer that was created with the Terrell
Heights Survey project so that the information is easily accessible to staff and the public.
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes No
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: Working with the Grants Accountant to fill out the GIF and set up new
activity, budget set up and combo code. Development Services Admin requires Ch 252 Form
before completed PAF and PSA.
Page 3 of 8
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE: For sole-source exemption requests, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth
A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
A procurement for personal, professional, or planning services;
A procurement for work that is performed and paid for by the day as the work
progresses;
A purchase of land or a right-of-way;
Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
Personal property sold:
at an auction by a state licensed auctioneer;
at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
Services performed by blind or severely disabled persons;
Goods purchased by a municipality for subsequent retail sale by the municipality;
Page 4 of 8
Electricity; or
Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form. In 2019, the City issued an informal
s from professionals or consulting firms
for the completion of Phase 1 of an update to the Fort Worth Historic Resources Survey. HHM &
The preservation planning and
architectural history services already provided by HHM was part of a multi-year survey update,
pending funding. The 2019 contract was of limited scope and duration because the Development
encumber
the end of the fiscal year. Due to the specialized nature of the services required, it was desirable
to proceed with the initial phase in 2019 and then apply for a CLG grant for the next phase,
allowing an opportunity to evaluate the service provided and prepare for a larger scope of work
in 2020. The Department was advised of being awarded the CLG grant just as the COVID-19
pandemic began to impact city services, but was able to complete Phases II-IV of the survey
update in September 2021. The Department was awarded an exemption for Phases V-VI to
continue the survey update, and in February 2024 the Department was advised of being awarded
the CLG grant for Phase VII. The Department is now positioned to advance the next phase of
the work and would prefer, if appropriate, to update the 2024 contract to reflect the continuum of
professional services while making provision for continuing with HHM (or re-bidding if
appropriate) since the full scope of work consists of one large project spread over a number of
years. If there is a requirement to commence a new bid process, this will delay the start of the
work and the submission of the first substantive progress report, which is due to the THC in
December 2024. Given the specialized nature of the professional services required, the
Department would not anticipate substantially different bid outcome for this next phase of the
work and if required to rebid, the Department would need to compensate another consultant
while they got up to speed whereas HHM who are already considerably involved and familiar
with the nature of each phase, would afford greater efficiencies and continuity. The Department
therefore believes that the exemption applies to the purchase of the specific preservation
planning services for the following reasons: 1) The professional preservation planning and
architectural history services that the City requires consists of labor and skill that is
predominately mental or intellectual, rather than physical or manual; and 2) HHM are members
of disciplines requiring special knowledge or attainment and a high order of learning, skill, and
intelligence as required by the THC for consultants who provide grant- funded services for
preservation planning projects. These Federally-adopted standards are set out in the Secretary of
History,
Architectural History and Historic Architecture and may be found here
https://www.nps.gov/articles/sec-standards-prof-quals.htm. In regards to knowledge and skills,
the consultant has to have the following knowledge and skills to undertake the various aspects of
the projects: Historic resource surveys and database management; National Register of Historic
Places and National Historic Landmark nominations; Evaluations of eligibility for historic
designation; GIS analysis and mapping solutions; Historic contexts and archival research; Deed
and census research; Historic map research; Oral history research; Settlement pattern and land
use studies; Historical socio-economic studies; Analysis of preservation design guidelines;
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Understanding of preservation plans; Skills to create historically-focused interactive media
including Esri Story Maps; Ability to administer public outreach and preservation education
programs. . to
begin to address a key area identified in the 2017 four-year CLG review, which is an essential
to work towards the
establishment of an accurate survey that is used regularly in virtually all land-use decisions
involving historic resources; and to utilize the products from each phase as part of an ongoing
education and awareness initiative. The consultant will be surveying 10 local historic districts
and incorporating the results into the ArcGIS layer for public and staff accessibility.
Section 3: Claimed Sole-Source Exemption and Justification
NOTE: For all non-sole-source exemption requests, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
*A procurement of items that are available from only one source, including:
items that are available from only one source because of patents, copyrights,
secret processes, or natural monopolies;
films, manuscripts, or books;
gas, water, and other utility services;
captive replacement parts or components for equipment;
books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
[EXPLAIN HOW YOU DETERMINED EXCEPTION APPLIES (RESEARCH,
COMMUNICATIONS, DOCUMENTATION)]
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
[SHOW YOUR RESEARCH/WORK THAT LEAD TO YOUR CONCLUSION]
Did you attach a sole source justification letter? Yes No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.).
[DESCRIBE THE UNIQUNESS OF THE ITEM/SERVICE THAT QUALIFIES IT AS A SOLE
SOURCE]
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Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase?Yes No.
Was there anything attached to this form that was relied on in making this determination?
Yes No.
If yes, please explain:N/A
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes No.
If yes, please explain:N/A
Approved By:
Date: 10/8/24
Andrea Phillips / Jessika Williams
Assistant City Attorney