HomeMy WebLinkAboutContract 32035 CITY SECRETARY1
CONTRACT NO.
SECOND AMENDMENT TO CITY SECRETARY
CONTRACT NO. 28882
WHEREAS, on July 15, 2003, the City of Fort Worth ("City") and Southeast FW, Inc.
("Contractor") made and entered into City Secretary Contract No. 28882 (the "contract");
WHEREAS, the contract provided finding to Contractor pursuant to a grant received by
City from the United States Department of Housing and Urban Development ("HUD") through
the Community Development Block Grant ("CDBG") Program No. B-03-MC-48-0010, Catalog
of Federal Domestic Assistance ("CFDA") No. 14.218, to provide services to the citizens of the
City;
WHEREAS, one of the national objectives of the CDBG program is to benefit low and
moderate income citizens (the "National Objective");
WHEREAS, on May 10, 2004, City and Contractor amended City Secretary Contract No.
28882 through City Secretary Contract Amendment No. 29989 to amend the term of the contract
to be for the term June 1, 2003 to May 31, 2005;
WHEREAS, the contract amendment expires by its terms on June 1, 2005;
WHEREAS, it the mutual desire of City and Contractor to again extend City Secretary
Contract No. 28882.
NOW, THEREFORE, City, whose address is 1000 Throckmorton St., Fort Worth TX
76102, acting by and through Richard Zavala, its duly authorized Assistant City Manager, and
Southeast FW, Inc., whose address is 1150 South Freeway, Ste. 148, Fort Worth, TX 76104
("Contractor"), acting by and through Glenn Forbes, its duly authorized Executive Director, do
hereby agree as follows:
I.
1. Scope of Services This section is amended to be and read as follows:
"a. Contractor will administer services to citizens of the City under the program name
Action Plan for Economic Development ("Program"), for the term June 1, 2005 to May 31,
2006."
1I.
2. Compensation and Method ofPayment This section is amended to be and read as
follows:
"d. All non-federal entities that expend $500,000 or more in Federal funds within one
(1) year, regardless of the source of the Federal award, must submit to City an annual audit
prepared in accordance with 24 CFR Sections § 570.502-570.503 generay,.with-
CONTRACT AMENDMENT CSC NO.28882 - Page 1
Southeast FW, Inc. (CDBG)
reference to OMB Circulars (with attachments) A-122, "Cost Principles for Non-Profit
Organizations", and A-133, "Audits of States, Local Governments, and Non-Profit
Organizations", as appropriate. The audit may cover either Contractor's fiscal year during
which this contract is in force or cover the period of this Contract. The audit must be
prepared by an independent certified public accountant, be completed within twelve (12)
months following the end of the period being audited and be submitted to City within
thirty (30) days of its completion. Contractor's audit certification is attached hereto as
Exhibit D - Audit Schedule Independent Audit Requirement. The Audit Schedule Form
must be submitted to City within sixty (60) days of the end of the period being audited
(Contractor's fiscal year). Costs of preparation of this audit may be an allowable
expenditure of CDBG funds in an amount proportional to that of the CDBG funds used in
Contractor's total agency operating budget. Non-profit entities that expend less than
$500,000 a year in Federal funds are exempt from Federal audit requirements for that year,
but records must be available for review or audit by appropriate officials of the Federal
agency, City, and General Accounting Office ("GAO")."
III.
6. Applicable Laws This section is amended to be and read as follows:
"a. Federal
Contractor agrees to comply with the following laws and the applicable regulations as they are
currently written or are hereafter amended during performance of this Contract:
• Title VI of the Civil Rights Act of 1964 (42 USC 2000d et seq.)
• Title VIII of the Civil Rights Act of 1968 (42 USC 3601 et seq.)
• Executive Orders 11063, 11246, as amended by Executive Orders 11375 and 12086
and as supplemented by 41 CFR Part 60
• The Age Discrimination in Employment Act of 1967 (29 USC 62 1)
• The Age Discrimination Act of 1975 (42 USC 6101 et seq.)
• Section 504 of the Rehabilitation Act of 1973 (29 USC 794 et seq.) and 24 CFR Part 8
where applicable
• National Environmental Policy Act of 1969, as amended, 42 USC 4321 et seq.
("NEPA") and the related authorities listed 24 CFR Part 58
• The Clean Air Act, as amended (42 USC 7401 et seq.), the Clean Water Act of 1977, as
amended (33 USC 1251 et seq.) and the related EPA regulations at 40 CFR Part 15, as
amended from time to time, and Executive Order 11738. In no event shall any amount
of the assistance provided under this Contract be utilized with respect to a facility that
has given rise to a conviction under the Clean Air Act or the Clean Water Act.
• The Immigration Reform and Control Act of 1986 (8 USC 1101 et seq.), specifically
including the provisions requiring employer verification of the legal status of its
employees
• The Housing and Community Development Act of 1987 (42 USC 5301 et seq.)
• The Americans with Disabilities Act of 1990 (42 USC 12101 et seq.)
• Drug Free Workplace Act of 1988 (41 USC 701 et seq.) and 24 CFR Part 23, Subpart F
CONTRACT AMENDMENT CSC NO. 28882
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• Regulations as 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons
• Executive Order 12549 and 24 CFR Part 5.105 (c) pertaining to restrictions on
participation by ineligible, debarred, or suspended persons or entities.
b. Section 3 of the Housing and Urban Development Act of 1968, as amended, (12 USC
1701 u et seq.) and its related regulations at 24 CFR Part 135
As the work to be performed under this Contract is on a project assisted under a program
providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 135.38
("Section 3") requires that the following clause be inserted in all covered contracts
("Section 3 Clause"):
A. The work to be performed under this contract is subject to the requirements of section 3
of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170lu (section 3).
The purpose of Section 3 is to ensure that employment and other economic opportunities
generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest
extent feasible, be directed to low- and very low-income persons, particularly persons who are
recipients of HUD assistance for housing.
B. The Parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135,
which implement Section 3. As evidenced by their execution of this contract, the Parties to this
contract certify that they are under no contractual or other impediment that would prevent them
from complying with the Part 135 regulations.
C. The contractor agrees to send to each labor organization or representative of workers with
which the contractor has a collective bargaining agreement or other understanding, if any, a
notice advising the labor organization or workers' representative of the contractor's commitments
under this section 3 clause, and will post copies of the notice in conspicuous places at the work
site where both employees and applicants for training and employment positions can see the
notice. The notice shall describe the Section 3 preference, shall set forth minimum number and
job titles subject to hire, availability of apprenticeship and training positions, the qualifications
for each; and the name and location of the person(s) taking applications for each of the positions;
and the anticipated date the work shall begin.
D. The contractor agrees to include this section 3 clause in every subcontract subject to
compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as
provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding
that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will
not subcontract with any subcontractor where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations in 24 CFR Part 135.
E. The contractor will certify that any vacant employment positions, including training
positions, that are filled (1) after the contractor is selected but before the contract is executed, and
(2) with persons other than those to whom the regulations of 24 CFR Part 135 require
employment opportunities to be directed, were not filled to circumvent the contractor's
obligations under 24 CFR Part 135.
F. Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions,
termination of this contract for default, and debarment or suspension from future HUD assisted j
contracts.
G. With respect to work performed in connection with Section 3 covered Indian housing
CONTRACT AMENDMENT CSC NO.28882
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Southeast FW, Inc. (CDBG) 1II S
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assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25
U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires
that to the greatest extent feasible (i) preference and opportunities for training and employment
shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be
given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract
that are subject to the provisions of section 3 and section 7(b) agree to comply with Section 3 to
the maximum extent feasible, but not in derogation of compliance with section 7(b)."
City and Contractor understand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and
orders of HUD shall be a condition of the Federal financial assistance provided to
the Program, binding upon City and Contractor, and their respective successors,
assigns and subcontractors. Failure to fulfill these requirements shall subject
Contractor and its subcontractors, and their respective successors and assigns, to
those sanctions specified by the Grant Agreement through which Federal assistance
is provided and to such sanctions as are specified by 24 CFR Part 135.
c. Other Laws
Contractor covenants and agrees that its officers, members, agents, employees, Program
participants and subcontractors shall abide by and comply with all other laws, federal, state
and local, relevant to the performance of this Contract, including all applicable City
ordinances, rules and regulations and the Housing and Community Development Act of 1974
(42 USC 5301 et seq.), as amended, and all related regulations. Contractor further promises
and agrees that it has read, and is familiar with, terms and conditions of the Community
Development Block Grant under which CDBG fiends are granted and that it will fully comply
with them. It is agreed and understood that, if City notifies Contractor of any such violation
on the part of Contractor or any of its officers, members, agents, employees, Program
participants or subcontractors, then Contractor shall immediately desist from and correct such
violation."
IV.
7. Nondiscrimination This section is amended to be and read as follows:
"a. Contractor will not unlawfully discriminate against any person or persons because of sex,
race, religion, age, disability, color, national origin, or familial status, nor will Contractor
permit its officers, members, agents, employees, subcontractors or Program participants to
engage in such discrimination.
b. Contractor covenants that neither it nor any of its officers, members, agents, employees,
Program participants or subcontractors, while engaged in performing this Contract, shall, in
connection with the employment, advancement or discharge of employees or in connection
with the terms, conditions or privileges of their employment, discriminate against persons
because of their age except on the basis of bona fide occupational qualification, retirement
plan or statutory requirement.
c. Contractor further covenants that neither it nor its officers, members, agents, employees,
subcontractors, Program participants, or persons acting on their behalf, shall specify, in ,J
CONTRACT AMENDMENT CSC NO.28882 Page 4
Southeast FW, Inc. (CDBG)
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solicitations or advertisements for employees to work on this contract, a maximum age limit
for such employment unless the specified maximum age limit is based upon a bona fide
occupational qualification, retirement plan or statutory requirement.
d. In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Contractor warrants that it and any and all of its subcontractors will not unlawfully
discriminate on the basis of disability in the provision of services to the general public, nor in
the availability, terms and/or conditions of employment for applicants for employment with
Contractor, or employees of Contractor or any of its subcontractors. Contractor warrants it
will fully comply with ADA's provisions and any other applicable Federal, state and local laws
concerning disability and will defend, indemnify and hold City harmless against any claims or
allegations asserted by third parties or subcontractors against City arising out of Contractor's
and/or its subcontractors' alleged failure to comply with the above-referenced laws concerning
disability discrimination in the performance of this Contract.
e. This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article III, Division 3 "Discrimination in Employment Practices", of
the City Code, and Contractor hereby covenants and agrees that Contractor, its officers,
members, agents, employees and subcontractors, have frilly complied with all provisions of
same and that no employee, employee-applicant or Program participant has been
discriminated against by the terms of such ordinances by either the Contractor or its officers,
members, agents, employees or subcontractors."
V.
10. Non-Assignment This section is amended to be and read as follows:
"No assignment or delegation of duties under this contract by Contractor shall be
effective without City's prior written approval."
VI.
12. Insurance and Bonding This section is amended to be and read as follows:
"a. CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, 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 CONTRACT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAM DESCRIBED
HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY, AND CONTRACTOR HEREBY ASSUMES ALL 5
LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS. AGENTS
CONTRACT AMENDMENT CSC NO.28882 r '_ =Page61
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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 CONTRACT AND AGREEMENT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAMS DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY CONTRACTOR LIKEWISE COVENANTS AND
AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM
AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY
OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS
OF CONTRACTOR, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, OR
CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF
CITY.
CONTRACTOR AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY
FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED
IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS
CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY THE
CITY'S SOLE OR CONCURRENT NEGLIGENCE.
CONTRACTOR SHALL REQUIRE ALL OF ITS SUBCONTRACTORS TO INCLUDE IN
THEIR SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF THE CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
b. Contractor will maintain blanket fidelity coverage in the form of a bond in the amount of
$50,000, to insure against loss from the fraud, theft or dishonesty of any of Contractor's
officers, agents, trustees, directors or employees. The proceeds of such bond shall be used to
reimburse City for any and all loss of CDBG funds occasioned by such misconduct. To
effectuate such reimbursement, such bond shall include a rider stating that reimbursement for
any loss or losses thereunder shall be made directly to City for the uses and benefit of
Contractor.
c. Contractor shall furnish certificates of insurance as proof that it has secured and paid for
policies of workers' compensation, public liability and automobile liability insurance covering
all risks incident to or in connection with the execution, performance, attempted performance
or nonperformance of this Contract. The amounts of such insurance shall not be less than the
maximum liability that can be imposed on City under the laws of the State of Texas.
Contractor understands and agrees that such insurance amounts may be revised upward at
City's option and that Contractor shall revise such amounts within thirty (30) days following
notice to Contractor of such requirements.
CONTRACT AMENDMENT CSC NO. 28882
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d. Contractor will submit documentation to City that it has obtained insurance coverage and
has executed bonds as required in this contract within thirty (30) days of the execution of this
Contract and prior to payment of any monies hereunder.
e. Any failure on part of the City to request certificate(s) of insurance shall not be construed
as a waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Contractor insurance policies shall be licensed to do business in the State of Texas
by the Department of Insurance or be otherwise eligible and authorized to business in the state
of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency
and each such company shall have a current minimum A.M. Best Key Rating Guide rating of
A: VII or other equivalent insurance industry standard rating unless otherwise approved by
City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
f. Any local, federal or other regulatory insurance or bonding requirements for the Program
that exceed those specified herein shall prevail.
g. Contractor shall agree to require its subcontractors to maintain applicable insurance
coverages, limits, and other requirements as those specified herein; and, Contractor shall
require its subcontractors to provide Contractor with certificate(s) of insurance documenting
such coverage. Also, Contractor shall require its subcontractors to have City and Contractor
endorsed as additional insured (as their interests may appear) on their respective insurance
policies. Contractor shall require its subcontractors to maintain builders risk insurance at the
limit of applicable project(s) costs when the value of materials involved exceeds $10,000 or at
a different limit value limit as specified by City."
VII.
15. Certif cation Regarding Lobbying This section is amended to add the following
subsection:
"c. This certification is a material representation of fact upon which reliance was placed
when this Contract was made or entered into. Submission of this certificate is a prerequisite
for making or entering into this Contract imposed by 31 USC Section 1352. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than
$10,000.00 and not more than $100,000.00 for each such failure."
VIII.
16. Miscellaneous Provisions This section is amended to add the following subsections:
'T. All notices required or permitted by this Contract must be in writing and are deemed
delivered on the earlier of the date actually received or the third day following (i) deposit in a
United States Postal Service post office or receptacle; (ii) with proper postage (certified mail,
return receipt requested); and (iii) addressed to the other party at the address set out in the
preamble of this Contract or at such other address as the receiving party designates by proper
notice to the sending party.
CONTRACT AMENDMENT CSC NO.28882 Pegs 7'
Southeast FW, Inc. (CDBG)
g. None of the performance rendered under this Contract shall involve, and no portion of the
CDBG funds received hereunder shall be used, directly or indirectly, for the construction,
operations, maintenance or administration of any sectarian or religious facility or activity, nor
shall said performance rendered or funds received be utilized so as to benefit, directly or
indirectly, any such sectarian or religious facility or activity.
h. Contractor represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this
Contract and to perform the responsibilities herein required."
All other terms and conditions of City Secretary Contract No. 29989 not amended herein
remain unaffected and in full force and effect, are binding upon the parties, and are hereby
ratified by the parties.
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CONTRACT AMENDMENT CSC NO.28882
Southeast FW, Inc. (CDBG)
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IN WITNESS WHEREOF, the parties he-et°have execopies of this contract
amendment in Fort Worth, Texas, this ;Wt day of , 2005.
ATTEST: CITY OF FORT WORT
f V\"P�k-�-�- By: (QQS2zW
City Secretary 0 Ri hard Zavala 11
Acting Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
SOuTIIF,aST FW, INC.
i
NO M&C ItLQUIRED B�. �
22
Glenn Forbes
Executive Director
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on S , 2005
by Richard Zavala, the Acting Assistant City Manager, of the City of Fort Worth, on behalf of the
City of Fort Worth, Texas.
Elavl.k
hg ROSEUAMRNES NOTARY PUBLIC, STATE OF TEXAS
My COMMISSION EXPIRES
s, Meech 31,2M
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before e'on 2005
by Glenn Forbes, Executive Director, of Southe t , on half of said corporation.
W__ SFIERRYYVEiTEJOHNSON - NOTA PUB C, STATE OF TEXAS
My COMMISSION EXPIRES
December 7,2008
JS.L 2
CONTRACT AMENDMENT CSC NO.28882
Southeast FW, Inc. (CDBG) v8 .- �}--�^�J '•