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2017-005 - Authorizing Resource Management & Consulting Company to provide administrative services for an anticipated Texas Department of Housing & Community Affairs HOME Fund grantRESOLUTION NO. 2017 -005 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF A PROFESSIONAL MANAGEMENT SERVICES AGREEMENT WITH RESOURCE MANAGEMENT AND CONSULTING COMPANY TO IMPLEMENT A CONTRACT ADMINISTRATION SYSTEM UNDER THE GENERAL DIRECTION OF THE TDHCA HOME PROGRAM; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Paris is a participant in the Texas Department of Housing and Community Affairs ( "TDHCA ") HOME program and is a recipient of grant funding for the Homeowner Rehabilitation Assistance Program; and, WHEREAS, Resource Management and Consulting Company has agreed to provide management and administrative services under the aforesaid TDHCA HOME Program and Homeowner Rehabilitation Assistance Program; and, WHEREAS, it is deemed to be in the best interest of the City of Paris that the City enter into a professional services agreement with Resource Management Consulting Company; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the City is authorized to enter into a Professional Management Services Agreement with Resource Management and Consulting Company to implement a contract administration system under the general direction of the TDHCA HOME Program and for certain services in connection with the Homeowner Rehabilitation Assistance Program. Section 3. That the City Manager is hereby authorized to enter into and execute a Professional Services Agreement with Resource Management and Consulting Company in a form substantially similar to the form attached hereto as Exhibit "A ". Section 4. That this resolution shall be effective from and after the date of passage. PASSED AND ADOPTED this 23rd day of January, 2017. ATTEST: ce Ellis, City Clerk APPROVED AS TO FORM: Ii I - - AIL�2 "�6m Stepha ie H. Harris, City Attorney MANAGEMENT /ADMINISTRATION SERVICES PART I AGREEMENT THIS AGREEMENT, entered into this day of , by and between the CITY OF PARIS hereinafter called the "City ", acting herein by John Godwin, City Manager, hereunto duly authorized, and RESOURCE MANAGEMENT & CONSULTING CO., hereinafter called "the Contractor ", acting herein by Charles Edwards, Vice President. WITNESSETH THAT: WHEREAS, the City of Paris desires to implement the following: HOME Reservation System program under the general direction of the Texas Department of Housing and Community Affairs HOME program (hereinafter called "HOME"); and Whereas the City desires to engage Resource Management & Consulting Co. to render certain professional administrative services in connection with this HOME Reservation System Project NOW THEREFORE, the parties do mutually agree as follows: 1. Definitions: Throughout this document: a. "Agreement" refers to the contract between a city and a professional or administrative services Contractor to assist with the administration, construction, engineering or implementation of all or any portion of a HOME grant from the Texas Department of Housing and Community Affairs. b. "Contractor" refers to a professional or administrative services Contractor engaged to assist a with the administration, construction, engineering or implementation of all or a portion of a HOME grant from the Texas Department of Housing and Community Affairs. c. "Parties" refer to the Contractor and the City. 2. Scope of Services The Contractor will perform the services set out in Part II, Scope of Services. 3. Time of Performance - The services of the Contractor shall commence on In any event, all of the services required and performed hereunder shall be completed no later than the close of the City's HOME program contract 4. Local Program Liaison - For purposes of this Contract, the City Manager or equivalent authorized person will serve as the Local Program Liaison and primary point of contact for the Contractor. All required progress reports and communication regarding the project shall be directed to this liaison and other local personnel as appropriate. 5. Access to Information - The City, the Texas Department of Housing and Community Affairs, the Texas State Auditor's Office, the Comptroller General of the United States, or any successor agency or representative, shall have access to any books, documents, papers and records relating to the Contractor's agreement with the City or the administration, construction, or implementation of the HOME award between TDHCA and the City. 6. Compensation and Method of Payment - The maximum amount of compensation and reimbursement to be paid hereunder shall not exceed the values identified in the attached schedule. Payment to the Contractor shall be based on satisfactory completion of identified milestones in Part III - Payment Schedule of this Agreement. 7. Indemnification — The Contractor 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 from and against any and all claims, costs, suits, and damages, including attorneys' fees, arising out of the Contractor's performance or nonperformance of the activities, services or subject matter called for in this agreement or in connection with the management and administration of the HOME contract, and shall assume full responsibility for payments of Federal, State and local taxes on contributions imposed or required under the Social Security, worker's compensation and income tax laws. 8. Miscellaneous Provisions a. This Agreement shall be construed under and in accord with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Lamar County, Texas. b. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement. c. In any 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 and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. d. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. e. This Agreement may be amended by mutual agreement of the parties hereto and a writing to be attached to and incorporated into this Agreement. 9. Extent of Agreement This Agreement, which includes Parts I -IV, including all exhibits /attachments: represents the entire and integrated agreement between the City and the Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by authorized representatives of both City and Contractor. IN WITNESSETH WHEREOF, the parties have executed this Agreement by causing the same to be signed on the day and year first above written. M. (Local City Official) John Godwin (Printed Name) City Manager (Title) (Contractor's Authorized Representative) Charles Edwards (Printed Name) Vice President (Title) PART II SCOPE OF SERVICES The Contractor shall provide the following scope of services: (choose contracted services) A. Project Management 1. Develop a recordkeeping system consistent with program guidelines, including the establishment of a filing system. 2. Maintenance of filing system. 3. Provide general advice and technical assistance to the City personnel on implementation of project and regulatory matters. 4. Furnish City with necessary forms and procedures required for implementation of project. 5. Assist the City in meeting all special condition requirements that may be stipulated in the contract between the City and TDHCA. 6. Prepare and submit to TDHCA documentation necessary for amending the HOME contract. 7. Conduct re- assessment of environmental clearance for any program amendments. 8. Prepare Financial Information Report for City. 9. Establish procedures to document expenditures associated with local administration of the project. 10. Provide guidance and assistance to City regarding acquisition of property: • Submit required reports concerning acquisition activities to TDHCA; • Establish a separate acquisition file for each parcel of real property acquired; • Determine necessary method(s) for acquiring real property; • Prepare correspondence to the property owners for the City's signature to acquire the property or to secure an easement; and • Assist the City in negotiation with property owner(s). 11. Maintain HOME Property Management register for any property /equipment purchased or leased. 12. 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). B. Financial Management 1. Assist the City in proving its ability to manage the grant funds to the state's audit division. 2. Assist the City in establishing and maintaining a bank account (Direct Deposit account) and/or separate local bank account, journals and ledgers. 3. Assist the City in submitting the required Accounting System Certification letter, Direct Deposit Authorization Form (if applicable), and/or Depository/Authorized Signatory form to TDHCA. 4. Prepare all fund drawdowns on behalf of the City in order to ensure orderly, timely payments to all contracting parties within the allotted time period. 5. Review invoices received for payment and file back -up documentation. 6. Provide general advice and technical assistance to City personnel on implementation of project and regulatory matters. 7. Assist the City in establishing procedures to handle the use of any HOME program income. C. Environmental Review 1. Prepare environmental assessment, as necessary. 2. Coordinate environmental clearance procedures with other federal or state agencies and interested parties responsible for implementing applicable laws. 3. Document consideration of any public comments. 4. Prepare any required re- assessment of environmental assessment. 5. Prepare Request for Release of Funds and certifications to be sent to TDHCA. D. Acquisition 1. Prepare required acquisition reports(s). 2. Obtain documentation of ownership for City -owned property and/or Right of Way (ROWS). 3. Maintain a separate file for each parcel of real property acquired. 4. Determine necessary method(s) for acquiring real property. 5. Prepare correspondence with property owners. 6. Assist City in negotiations with property owner(s). 7. Prepare required acquisition reports and submit to TDHCA. E. Construction Management 1. Establish procedures to document expenditures associated with local construction of the project (if force account is applicable). • Assist City in determining whether and/or what HOME contract activities will be carried out in whole or in part via force account labor. • Assist City in determining whether or not it will be necessary to hire temporary employees to specifically carry out HOME contract activities. • Assist City in maintaining adequate documentation of personnel, equipment and materials expended/used and their costs. 2. Assist City in documenting compliance with all federal and state requirements related to equal employment opportunity. 3. Assist City in documenting compliance with all federal and state requirements related to minimum wage and overtime pay requirements. 4. Advertise for bids. 5. Verify construction contractor eligibility with TDHCA. 6. Review construction contract. 7. Conduct pre - construction conference and prepare minutes. 8. Issue Notice of Start of Construction. 9. Process change orders approved by City. 10. Obtain Certificate of Construction Completion and submit to TDHCA. 11. Provide general advice and technical assistance to City personnel on implementation of project and regulatory matters. F. Fair Housing / Equal Opportunity 1. Assist the City in developing, implementing and documenting new activities to affirmatively further fair housing during the contract period. 2. Maintain documentation of all project beneficiaries by ethnicity and gender. 3. Assist with the development and administration of the Citizen Participation Plan per 24 CFR Part 91, including grievance procedures. 4. Assist with Section 3 requirements per 24 CFR Part 135. 5. Prepare all Section 504 requirements per 24 CFR Part 8. 6. Provide all applicable equal opportunity provisions and certifications for inclusion in bid packet. 7. Ensure adoption of Excessive Force provision per 24 CFR Part 91. 8. Ensure the adequate publication of required notices. G. Relocation 1. Prepare and submit local relocation guidelines to TDHCA for approval. 2. Assist City in identifying individuals to be relocated and prepare appropriate notices. 3. Interview relocatees and identify assistance needs. 4. Maintain a relocation record for each individual/family. 5. Provide education/assistance to relocatees. 6. Inventory local available housing resources and maintain a referral list. 7. Issue appropriate notices to relocatees. 8. Ensure that all payments are made in a timely manner. H. Rehabilitation of Private Propert y 1. Prepare and submit local rehabilitation guidelines to TDHCA for approval. 2. Assist City in establishing escrow account and obtaining TDHCA approval. 3. Develop outreach and necessary application processing /verification forms. 4. Screen applicants. 5. Prepare work write -ups and cost estimates. 6. Issue Notice to Proceed to construction contractor(s). 7. Conduct interim/final inspections, process final contract documents, and maintain a record of beneficiaries. 8. Maintain client files following TDHCA requirements. Audit / Close -out Procedures 1. Prepare the final Project Completion Report, including the General Report, Recipient Beneficiary Report, Final Financial Interest Report, and any required documentation regarding citizen participation/equal rights /fair housing and Certificate of Completion. 2. Assist City in resolving any monitoring and audit findings. 3. Assist City in resolving any third party claims. 4. Provide auditor with HOME audit guidelines. PART III PAYMENT SCHEDULE City shall reimburse (Contractor) for management /administrative services provided for completion of the following project milestones per the following percentages of the maximum contract amount: Total 100% NOTE: Percentages of payment listed here are guidelines based on management services typically provided. The payment schedule should be tied directly to the actual Scope of Work identified in Part II - Administrative Scope of Services. Localities may also opt to reimburse Professional Services Contracts on an hourly basis. % of Milestone / Task Contract Fee • Establishment of Recordkeeping System 5% • Completion of Environmental/Special Conditions Clearance 15% • Completion of all Acquisition Activities 10% • Completion of the Bid/Contract Award Process 15% • Labor Standards Compliance /Completion of Construction 15% • Comply with EEO / Fair Housing Requirements 10% • Program and Financial Management 20% • Filing of all Required Close -out Information 10% Total 100% NOTE: Percentages of payment listed here are guidelines based on management services typically provided. The payment schedule should be tied directly to the actual Scope of Work identified in Part II - Administrative Scope of Services. Localities may also opt to reimburse Professional Services Contracts on an hourly basis. PART IV TERMS AND CONDITIONS 1. Termination for Cause. If the Contractor fails to fulfill in a timely and proper manner its obligations under this Agreement, or if the Contractor violates any of the covenants, conditions, agreements, or stipulations of this Agreement, the City shall have the right to terminate this Agreement by giving written notice to the Contractor of such termination and specifying the effective date thereof, which shall be at least five days before the effective date of such termination. In the event of termination for cause, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Contractor pursuant to this Agreement shall, at the option of the City, be turned over to the City and become the property of the City. In the event of termination for cause, the Contractor shall be entitled to receive reasonable compensation for any necessary services actually and satisfactorily performed prior to the date of termination. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of contract by the Contractor, and the City may set -off the damages it incurred as a result of the Contractor's breach of contract from any amounts it might otherwise owe the Contractor. 2. Termination for Convenience of the City. The City may terminate this Agreement at any time by giving at least ten (10) days' notice in writing to the Contractor. If this Contract is terminated for convenience, the City will pay the Contractor for actual services rendered up to the termination date, based on the charges for time, labor, expenses and other items specified in the Agreement. 3. Changes. The City may, from time to time, request changes in the services the Contractor will perform under this Agreement. Such changes, including any increase or decrease in the amount of the Contractor's compensation, must be agreed to by all parties and finalized through a signed, written amendment to this Agreement. 4. Resolution of Program Non - Compliance and Disallowed Costs. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, or the breach thereof, including determination of responsibility for any costs disallowed as a result of non - compliance with federal, state or HOME program requirements, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith within 30 days of receipt of a written notice of the dispute or invitation to negotiate, and attempt to reach a just and equitable solution satisfactory to both parties. If the matter is not resolved by negotiation within 30 days of receipt of written notice or invitation to negotiate, the parties agree first to try in good faith to settle the matter by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. The parties may enter into a written amendment to this Agreement and choose a mediator that is not affiliated with the American Arbitration Association. The parties shall bear the costs of such mediation equally. [This section may also provide for the qualifications of the mediator(s), the locale of meetings, time limits, or any other item of concern to the parties.] If the matter is not resolved through such mediation within 60 days of the initiation of that procedure, either party may proceed to file suit. 5. Personnel. a. The Contractor represents that he /she /it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. 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 the Contractor or under its 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 Agreement 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 Agreement. 6. Assi ability. The Contractor shall not assign any interest on this Agreement, 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 the Contractor from the City under this Agreement 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. 7. Reports and Information. The Contractor, 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 Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. Records and Audits. The Contractor shall insure that the City maintains fiscal records and supporting documentation for all expenditures of funds made under this contract in a manner that conforms to 2 CFR 200.300 -.309, 24 CFR 570.490, and this Agreement. Such records must include data on the racial, ethnic, and gender characteristics of persons who are applicants for, participants in, or beneficiaries of the funds provided under this Agreement. City shall retain such records, and any supporting documentation, for the greater of three years from closeout of the Agreement or the period required by other applicable laws and regulations. 9. Findings Confidential. All of the reports, information, data, etc., prepared or assembled by the Contractor under this contract are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. 10. Copyright. No report, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Contractor. 11. Compliance with Local Laws. The Contractor shall comply with all applicable laws, ordinances and codes of the State and local governments, and the Contractor shall save the City harmless with respect to any damages arising from any tort done in performing any of the work embraced by this Agreement. 12. Conflicts of interest. a. Governing Body. 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 administration, construction, engineering, or implementation of the HOME award between TDHCA and the City shall have any personal financial interest, direct or indirect, in the Contractor or this Agreement; and the Contractor shall take appropriate steps to assure compliance. b. Other Local Public Officials. No other public official who exercises any functions or responsibilities in connection with the planning and carrying out of administration, construction, engineering or implementation of the HOME award between TDHCA and the City shall have any personal financial interest, direct or indirect, in the Contractor or this Agreement; and the Contractor shall take appropriate steps to assure compliance. Contractor and Employees. The Contractor warrants and represents that it has no conflict of interest associated with the HOME award between TDHCA and the City or this Agreement. The Contractor further warrants and represents that it shall not acquire an interest, direct or indirect, in any geographic area that may benefit from the HOME award between TDHCA and the City or in any business, entity, organization or person that may benefit from the award. The Contractor further agrees that it will not employ an individual with a conflict of interest as described herein. 13. Debarment and Suspension (Executive Orders 12549 and 12689). The Contractor certifies, by entering into this Agreement, that neither it nor its principals are presently debarred, suspended, or otherwise excluded from or ineligible for participation in federally- assisted programs under Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235). The term "principal" for purposes of this Agreement is defined as an officer, director, owner, partner, key employee, or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Contractor. The Contractor understands that it must not make any award or permit any award (or contract) at any tier to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension." Federal Civil Rights Compliance. 14. Equal Opportunity Clause (applicable to contracts and subcontracts over $10,000). During the performance of this contract, the Contractor agrees as follows: a. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. b. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. c. The Contractor will not discourage or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. d. The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. e. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. f. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. g. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. h. The Contractor will include the portion of the sentence immediately preceding paragraph (a) and the provisions of paragraphs (a) through (h) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 15. Civil Rights Act of 1964. Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, religion, sex, 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 financial assistance. 16. Section 109 of the Housing and Community Development Act of 1974. The Contractor shall comply with the provisions of 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, religion, 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. 17. Section 504 Rehabilitation Act of 1973, as amended. The Contractor agrees that no otherwise qualified individual with disabilities shall, solely by reason of his/her disability, be denied the benefits of, or be subjected to discrimination, including discrimination in employment, under any program or activity receiving federal financial assistance. 18. Age Discrimination Act of 1975. The Contractor shall comply with the Age Discrimination Act of 1975 which provides that no person in the United States shall on the basis of age be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.