Resolution 95-22
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
CITY OF WYLIE, TEXAS
AND
SOUTHWEST CONSULT ANTS
WHEREAS, the City of Wylie, Texas, hereinafter referred to as the City, desires to engage the services of
Southwest Consultants, hereinafter referred to as SWC, to provide management and administrative
assistance in the administration of a Texas Community Development Program (TCDP) grant from the
Texas Department of Housing and Community Affairs (TDHCA) under the 1995 program; and
WHEREAS, SWC agrees to provide such management and administrative assistance in the
implementation of the City's 1995 TCDP Community Development Fund project;
WHEREAS THIS AGREEMENT, entered into by and between the City, acting herein by the duly
elected Mayor, and SWC, acting herein by a duly appointed officer;
NOW THEREFORE, both parties agree as follows:
L TIME OF PERFORMANCE
The services ofSWC shall commence on the acceptance of this contract by the City. In any event, all of
the services required and performed hereunder shall be completed no later than the end date of the 1995
TCDP Community Development Fund Contract between the City of Wylie and the Texas Department of
Housing and Community Affairs, subject to Part IV-B of this contract.
ll. SCOPE OF SERVICES
S WC shall provide the following professional services under this agreement:
A. Program Management
(1) During the course of the project, SWC will provide general advice with respect to the
implementation of the project and regulatory matters.
(2) Furnish the City with necessary forms and procedures required for implementation of the
project.
(3) As a normal part of the services, SWC will also implement an on-going training program
for City personnel who will be directly involved in the program to assist them in handling.
any routine and daily tasks they may be required to perform.
(4) Assist the City in developing a recordkeeping system consistent with the program
guidelines, including the establishment and maintenance of a filing system.
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(5) SWC will serve as liaison for the City during any monitoring visit by staff representatives
from either TDHCA or the U.S. Department of Housing and Urban Development (HUD).
SWC will provide a representative for any scheduled monitoring visit(s), provided the
City gives sufficient notice of such visit(s).
(6) SWC will assist the City in meeting all special condition requirements.
(7) SWC will prepare and submit to TDHCA all required periodic progress and compliance
reports.
(8) SWC will assist the City in meeting citizen participation, fair housing, personnel and
flood prevention requirements as may be required for participation in the TCDP. It is
understood, however, that SWC shall be compensated, in addition to the fee prescribed
herein, if the preparation of any fair housing ordinance/resolution, personnel policy
manual, or flood prevention ordinance is required.
B. financial Management
(1) SWC will assist the City in proving its ability in managing the grant funds to the state's
audit division and assist in the establishment of a simple but satisfactory accounting
system
(2) SWC will assist or instruct the City in establishing a separate bank account, journals,
ledgers, and a policy to retain all files for a period of not less than three (3) years from
close-out.
(3) SWC will assist the City in subr.-utting the required accounting system certification letter
and the depository/authorized signatory form to TDHCA.
(4) S WC will order all fund drawdowns on behalf of the City as they are needed in order to
ensure orderly, timely payments to all contracting parties.
(5) SWC will submit all interim financial reports as required.
(6) SWC will not complete the following without additional compensation: (a) obtain
appropriate surety bond; (b) be responsible for internal control; ( c) provide day-to-day
maintenance of records and files; Cd) draft checks; (e) pay invoices; Cf) enter transactions
in books; (g) reconcile bank statements; or (h) establish and administer procurement
procedures.
C. Environmental Review
(1) SWC will assist the City in meeting all environmental clearance procedures required by
TDHCA, including the preparation of a preliminary environmental assessment and
consideration of any historic and flood plain concerns. SWC shall not be required to
conduct any needed Environmental Impact Statement. Any environmental related
problems identified through the preliminary environmental assessment shall be resolved
entirely by the City.
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(2) The City shall be required to advertise/publicize the environmental clearances/public
notices and to execute the required certifications for submittal to TDHCA. SWC will
provide advice and instruction for such notices and certifications.
D. Labor Standards and Equal Opportunity
(1) SWC will assist the City in meeting the labor standards and equal opportunity
requirements of the program by reviewing all contract documents, providing proper
notices to TDHCA, conducting preconstruction conferences, providing job site posters,
securing prevailing wage rates, and reviewing payroll reports.
(2) SWC will furnish the local businesses and/or contractor(s) involved with the project all
necessary forms and documents necessary for their execution as may be required by
TDHCA in order to fulfill their requirements in the program. This will include Section 3
Affmnative Action Plans, special wage classification requests, equal opportunity, labor
standards and prevailing wage requirements, and Section 504 Handicapped Affirmative
Action.
(3) The City shall be responsible for conducting periodic on-site employee interviews and
job-site monitoring visits, at least once a month.
E. Close-Out and Audit Reports
(I) SWC will prepare a final performance report (project Completion Report) along with the
required close-out documents for submission to TDHCA for close-out of the program.
(2) SWC will provide the City's auditor with adequate information and audit guidelines for
conducting an official audit report of the grant funds.
(3) SWC will conduct, prior to the auditor compiling his official audit report, any necessary
exit conferences with the auditor in order to rectify or explain any negative fmding(s) that
may have arisen during the audit. In the event any finding cannot be adequately resolved
with the auditor, SWC will determine the basis for the finding, and if a satisfactory
response to the finding can be made, include it in the audit report to mitigate its adverse
effects.
F. Miscellaneous
(1) SWC will assist the City in the procurement of professional consulting engineering
services through the request for proposal process, if applicable, and as required by the
TCDP regulations.
(2) SWC will furnish the City with property acquisition procedures, should real property. ,
acquisition activities be required, in accordance with program requirements. It is
understood that these acquisition services are limited to the provision of procedures and
instructions. Actual acquisition assistance is not included as a part of this agreement and
any and all assistance provided in addition to that of providing forms, procedures, and
general guidance shall be compensable in addition to the fee established herein.
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(3) SWC will be compensated, in addition to the fee established herein, by separate
agreement (to be attached hereto as an addendum to this agreement, if applicable) for
administration of any housing program activities such as rehabilitation, demolition,
relocation, or code enforcement.
m. COMPENSATION
A. The City agrees to compensate SWC as a base price the sum of Twenty Thousand Dollars
($20,000.00) for its services set out in Part II, according to the following schedule:
An initial payment of One Thousand Two Hundred Dollars ($1,200.00), to be paid
upon signing of this agreement.
Twenty two additional monthly payments of Eight Hundred Dollars ($800.00).
A final payment of One Thousand Two Hundred Dollars ($1,200.00) to be paid upon
fmal closeout of the contract between the City and TDHCA.
B. If the project is closed out prior to completion of all payments due, the remaining balance
shall be paid upon closeout. If the project is not completed prior to payment of all
installments due, the fmal payment shall be withheld by the City until completion of the
project.
C. Any additional services desired by the City and not associated with the general services
described in Part II shall be billed at Forty Five Dollars ($45.00) per hour, which includes
travel and clerical costs, unless a formal addendum indicating otherwise has been
executed by both parties.
IV. GENERAL PROVISIONS
A. The City agrees to provide adequate staff support, resources and general cooperation,
including publishing notices and holding meetings, throughout the term of the program to
ensure completion of the project.
B. All services provided by SWC under this agreement shall be provided during the course
of the program, but in no event shall SWC be obligated to provide these services longer
than Part I of this contract permits. Should the project contract be extended past the the
termination date, then SWC will be compensated an additional amount not to exceed ten
percent (10%) over and above the compensation amount established in Part III above.
C. This agreement provides services and requires compensation based on the original scope
of work as outlined in the 1995 TCDP application. Should the scope of work be so
amended to require SWC to provide additional and/or duplicated services, SWC shall be
compensated in accordance with any executed addendum or in accordance with the hourly
rate as specified in Part III, COMPENSATION, of this agreement
D. This contract is fully performable in the county in which the City is located and any
dispute hereunder shall be resolved in the courts of that county.
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TCDP TERMS AND CONDITIONS
1. Termination of Contract for Cause - If, through any cause, SWC shall fail to fulfill in a timely
and proper manner the obligations under this Contract, or if SWC shall violate any of the
covenants, agreements, or stipulations of this Contract, the City shall thereupon have the right to
terminate this Contract by giving written notice to SWC of such termination and specifying the
effective date thereof, at least ten days before the effective date of such termination. In such
event, all fmished or unfmished documents, data, studies, surveys, drawings, maps, models,
photographs and reports prepared by SWC under this Contract shall, at the option of the City,
become its property and SWC shall be entitled to receive just and equitable compensation for any
work satisfactorily completed hereunder.
Notwithstanding the above, SWC shall not be relieved of liability to the City for damages
sustained by the City by virtue of any breach of the Contract by SWC, and the City may withhold
any payments to S WC for the purpose of set-off until such time as the exact amount of damages
due the City from SWC is determined.
2. Termination for Convenience of the City - The City may terminate this Contract at any time by
giving at least ten (10) days notice in writing to SWc. If the Contract is terminated by the City as
provided herein, SWC will be paid for the time provided and expenses incurred up to the
termination date. If this Contract is terminated due to the fault of SWC, Paragraph 1 hereof
relative to termination shall apply.
3. Changes - The City may, from time to time, request changes in the scope of the services of
SWC to be performed hereunder. Such changes, including any increase or decrease in the amount
ofSWC's compensation, which are mutually agreed upon by and between the City and SWC, shall
be incorporated in written amendments to this Contract.
4. Personnel
(a) SWC represents that the fmn has, or will secure at his own expense, all personnel required
in performing the services under this Contract. Such personnel shall not be employees of
or have any contractual relationship with the City.
(b) All of the services required hereunder will be performed by SWC or under the finnis
supervision and all personnel engaged in the work shall be fully qualified and shall be
authorized or permitted under State and Local law to perform such services.
(c) None of the work or services covered by this Contract shall be subcontracted without the
prior written approval of the City. Any work or services subcontracted hereunder shall be
specified by written contract or agreement and shall be subject to each provision of this
Contract.
5. Assignability - SWC shall not assign any interest on this Contract and shall not transfer any
interest in the same (whether by assignment or novation), without the prior written consent of the
City thereto: Provided, however, that claims for money by SWC from the City under this
Contract may be assigned to a bank, trust company, or other financial institution without such
approval. Written notice of any such assignment or transfer shall be furnished promptly to the
City.
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6. Reports and Information - SWC, at such times and in such forms as the City may require, shall
furnish the City such periodic reports as it may request pertaining to the work or services
undertaken pursuant to this Contract, the costs and obligations incurred or to be incurred in
connection therewith, and any other matters covered by this Contract.
7. Records and Audits - SWC shall maintain accounts and records, including personnel, property
and financial records, adequate to identify and account for all costs pertaining to the Contract and
such other records as may be deemed necessary by the City to assure proper accounting for all
project funds, both Federal and non-Federal shares. These records will be made available for
audit purposes to the City or any authorized representative, and will be retained for three (3) years
after the expiration of this Contract unless permission to destroy them is granted by the City.
8. Findings Confidential - All of the reports, information, data, etc., prepared or assembled by
SWC under this contract are confidential and SWC agrees that they shall not be made available to
any individual or organization without the prior written approval of the City.
9: Copyright - No report, maps, or other documents produced in whole or in part under this
Contract shall be the subject of an application for copyright by or on behalf of S WC.
10. Compliance with Local Laws - SWC shall comply with all applicable laws, ordinances and
codes of the State and local governments, and SWC shall save the City harmless with respect to
any damages arising from any tort done in performing any of the work embraced by this Contract.
11. Equal Employment Opportunity - During the performance of this Contract, SWC agrees as
follows:
(a) SWC will not discriminate against any employee or applicant for employment because of
race, creed, sex, color"or national origin. SWC will take affmnative action to ensure that
applicants are employed, and that employees are treated during employment, without
regard to their race, creed, sex, color, or national origin. Such action shall include but not
be limited to the following: employment, upgrading, promotion, or transfer; recruitment
or recruitment advertising; layoff or termination; rates of payor other forms of
compensation; and selection for training, including apprenticeship SWC agrees to post in
conspicuous places, available to employees and applicants for employment, notices to be
provided by the City setting forth the provisions of this non-discrimination clause.
(b) SWC will, in all solicitation or advertisements for employees placed by or on behalf of
SWC, state that all qualified applicants will receive consideration for employment without
regard to race, creed, color, sex, or national original.
(c) SWC will cause the foregoing provisions to be inserted in all subcontracts for any work
covered by this Contract so that such provisions will be binding upon each subcontractor,
provided that the foregoing provisions shall not apply to contracts or subcontracts for
standard commercial supplies or raw materials.
(d) SWC will include the provisions of the paragraphs (a) through (c) in every subcontract or
purchase order unless exempted
12. Civil Rights Act of 1964 - Under Title VI of the Civil Rights Act of 1964, no person shall, on
the grounds of race, color, or national origin, be excluded from participation in, be denied the
benefits of, or be subjected to discrimination under any program or activity receiving Federal
fmancial assistance.
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13. Section 109 of the Housing and Community Development Act of 1974 - No person in the
United States shall on the ground of race, color, national origin, or sex be excluded from
participation in, be denied the benefits of, or be subjected to discrimination under any program or
activity funded in whole or in part with funds made available under this title.
14. "Section 3" Compliance in the Provision of Training. Emplovment and Business Opportunities
(a) The work to be performed under this contract is on a project assisted under a program
providing direct Federal fmancial assistance from the Department of Housing and Urban
Development and is subject to the requirements of Section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 V.S.C. 1701u. Section 3 requires that to the
greatest extent feasible opportunities for training and employment be given lower income
residents of the project area and contracts for work in connection with the project be
awarded to business concerns which are located in, or owned in substantial part by
persons residing in the area of the project.
(b) The parties to this contract will comply with the provisions of said Section 3 and the
regulations issued pursuant thereto by the Secretary of Housing and Urban Development
set forth in 24 C.F.R. 235, and all applicable rules and orders of the Department issued
thereunder prior to the execution of this Contract. The parties to this Contract certify and
agree that they are under no contractual or other disability which would prevent them
from complying with these requirements.
(c) SWC will send to each labor organization or representative of workers with which he/she
has a collective bargaining agreement or other contract or understanding, if any, a notice
advising the said labor organization or workers' representative of his/her commitments
under this Section'3 clause and shall post copies of the notice in conspicuous places
available to employees and applicants for employment or training.
(d) SWC will include this Section 3 clause in every subcontract for work in connection with
the project and will, at the direction of the applicant for or recipient of Federal fmancial
assistance, take appropriate action pursuant to the subcontract upon a finding that the
subcontractor is in violation of regulations issued by the Secretary of Housing and Urban
Development, 24 C.F.R. Part 135. SWC will not subcontract with any subcontractor
where it has notice or knowledge that the latter has been found in violation of regulations
under 24 C.F.R. Part 135 and will not let any subcontract unless the subcontractor has
first provided it with a preliminary statement of ability to comply with the requirements of
these regulations.
(e) Compliance with the provisions of Section 3, the regulations set forth in 24 C.F.R. Part
135, and all applicable rules and orders of the Department issued hereunder prior to the
execution of the contract, shall be a condition of the federal financial assistance provided
to the project, binding upon the applicant or recipient for such assistance, its successors
and assigns. Failure to fulfill these requirements shall subject the applicant or recipient,
its contractors and subcontractors, its successors and assigns to those sanctions specified
by the grant or loan agreement or contract through which federal assistance is provided,
and to such sanctions as are specified by 24 C.F.R. Part 135.
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15. Section 503 Handicapped (if$2.500 or Over) Affmnative Action for Handicapped Workers.
(a) SWC will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant
for employment is qualified. SWC agrees to take affmnative action to employ, advance
in employment and otherwise treat qualified handicapped individuals without
discrimination based upon their physical or mental handicap in all employment practices
such as the following: , demotion or transfer, recruitment, advertising, layoff or
termination, rates of payor other forms of compensation, and selection for training,
including apprenticeship.
(b) SWC agrees to comply with the rules, regulations, and relevant orders of the Secretary of
Labor issued pursuant to the Act.
(c) In the event of SWC's non-compliance with the requirements of this clause, actions for
non-compliance may be taken in accordance with the rules, regulations, and relevant
orders of the Secretary of Labor issued pursuant to the Act.
(d) SWC agrees to post in conspicuous places, available to employees and applicants for
employment, notices in a form to be prescribed by the Director, provided by or through
the contracting officer. Such notices shall state SWC's obligation under the law to take
affmnative action to employ and advance in employment qualified handicapped
employees and applicants for employment, and the rights of applicants and employees.
16. Interest of Members of a City.- No member of the governing body of the City and no other
officer, employee, or agent of the City who exercises any functions or responsibilities in
connection with the planning and carrying out of the program, shall have any personal fmancial
interest, direct or indirect, in this Contract; and SWC shall take appropriate steps to assure
compliance.
17. Interest of Other Local Public Officials - No member of the governing body of the locality and
no other public official of such locality, who exercises any functions or responsibilities in
connection with the planning and carrying out of the program, shall have any personal financial
interest, direct or indirect, in this Contract; and SWC shall take appropriate steps to assure
compliance.
18. Interest of Consultant and Emplovees - SWC covenants that the firm presently has no interest
and shall not acquire interest. direct or indirect, in the study area or any parcels therein or any
other interest which would conflict in any manner or degree with the performance of hislher
services hereunder. SWC further covenants that in the performance of this Contract, no person
having any such interest shall be employed.
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GENERAL COVENANTS
1. Time of Performance - The services of SWC shall commence on the date that the agreement for
professional services is adopted by the City. All of the services required and performed shall be
completed no later than the TCDP contract termination date, unless said date is formally extended.
2. Access to Information - It is agreed that all information, data, reports, records, and maps as are
existing, available, and necessary for the carrying out the project shall be furnished to SWC by the
City and its agencies. No charge will be made to SWC for such information and the City and its
agencies will cooperate with SWC in every way possible to facilitate the performance of the work
described in the contract.
3. . Indemnification - SWC shall comply with the requirements of all applicable laws, rules and
regulations, and shall exonerate, indemnify and hold harmless the City and its agency members frOIr.
and against them, and shall assume full responsibility for payments of federal, state and local taxes Ofl
contributions imposed or required under the social security, workers' compensation and income ta::
laws.
4. Miscellaneous Provisions
(a) This agreement shall be construed under and accord with the laws of the State of Texas, a'ld
all obligations of the parties created hereunder are performable in the county or counties in
which the City is located.
(b) This agreement shall be binding upon and ensure to the benefit of the parties hereto and tleir
respective heirs, executors, administrators, legal representatives, successors and assigns wIlcre
permitted by this agreement.
(c) In case one or more of the provisions contained in this agreement shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision thereof.
(d) If any action at law or in equity is necessaIy to enforce or interpret the terms 0:' this
agreement, the prevailing party shall be entitled to reasonable attorney's fees, cost) and
necessary disbursements in addition to any other relief to which such party may be entith:d.
(e) This agreement may be amended by mutual agreement of the parties hereto and a writing to be
attached to and incorporated unto this agreement.
(f) The City agrees to timely provide such information as may be requested by SWC for the
project, hold meetings as needed, to publish such notices as may be required, and to provide
any other needed information or action.
(g) The City shall forever hold SWC or any of its officers, employees or associates harmless of
and from any claims, demands, suits, actions, causes of action, liability and expenses, all of
any kind or type whatsoever, including, but not limited to, attorney's fees and expenses
incurred in defense thereof, arising either directly or indirectly from SWC's business
association with City, excepting only a breach of this agreement by SWC. In no e\.cnt shall
SWC's liability exceed the total amount of compensation paid to SWC under the terr,lS of this
agreement.
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v. ACCEPTANCE
ACCEPTED, APPROVED, EXECUTED, and ENTERED into this agreement by the authorized parties as
signed below on thisaday of '1)10 \.J . 1995.
f
CITY OF WYLIE
Pat Dillon, Partner
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