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11 - Contract with Resource Management for administration of TxCDBG Main Street GrandItem No. 11 Memorandum TO: City Council Grayson Path, City Manager FROM: Carla Easton, PE, City Engineer SUBJECT: 2020 TxCDBG MAIN STREET — GRANT ADMINISTRATION DATE: August 10, 2020 BACKGROUND: The City is eligible to apply for grant opportunities from the Texas Capital Fund Community Development Block Grant (TxCDBG) - Main Street Program for an amount up to $500,000 to reconstruct infrastructure in downtown. The proposed project location includes a walkable street with pedestrian amenities, lighting, and utility improvement along 1St SE from Lamar to Clarksville, and sidewalk replacement from Clarksville to Kaufman. The intent is to include as many of the improvements as possible from the Toole Design Group Downtown Visioning Plan, as the grant will allow. A grant administrator is needed to assist with both the application process and overall grant management in order to meet the program requirements. STATUS OF ISSUE: A request for qualifications was sent to 5 pre -approved grant administrators, and two qualified proposals were received. Upon review by committee, it was found that Charles Edwards at the Resource Management & Consulting Company (RMCC) is the qualified firm selected for grant management on this project. (RMCC). Mr. Edwards has many years of experience managing CDBG grants for the City, and has submitted a proposal in the amount of $25,000 for these services, if a grant is awarded. There is no charge for the application process. BUDGET: There is no impact to the budget until a grant is awarded. If awarded, the amount paid towards this contract will contribute to the required local match, which is in the 2021 grant budget. RECOMMENDATION: Authorize the City Manager to execute a professional services agreement for grant application and administration services with Resource Management & Consulting for the anticipated 2020 TxCDBG Main Street grant, if a grant is awarded. RESOLUTION NO. 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 TXCDBG MAIN STREET PROGRAM; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Paris is eligible to apply for grant opportunities from the Texas Capital Fund community Development Block Grant (TxCDBG) - Main Street Program for an amount up to $500,000.00 to reconstruct infrastructure in downtown; and, WHEREAS, in response to a request for qualifications sent to 5 pre -approved grant administrators, the city received 2 qualified proposals; and WHEREAS, upon review by committee, Resource Management and Consulting Company (RMCC) has been selected to provide management and administrative services under the aforesaid TxCDBG Main Street Program; and, WHEREAS, RMCC has submitted a proposal in the amount of $25,000.00 for these services, to be paid if a grant is awarded; 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 TxCDBG Main Street Program in connection with walkable street with pedestrian amenities, lighting, and utility improvement along 1St SE from Lamar to Clarksville, and sidewalk replacement from Clarksville to Kaufman. 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 10th day of August, 2020. Steven J. Clifford, M.D., Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: Stephanie H. Harris, City Attorney TXCDBG ADMINISTRATION SERVICES CONTRACT PART AGREEMENT THIS AGREEMENT, entered into this day of �, by and between the CITY OF PARIS, TEXAS hereinafter called the "City", acting herein by 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: 2020 Main Street Program under the general direction of the Texas Community Development Block Grant (hereinafter called "TxCDBG") Program administered by the Texas Department of Agriculture; and Whereas the City desires to engage the Contractor to render certain administration services in connection with this TxCDBG Project, Contract Number TBD NOW THEREFORE, the parties do mutually agree as follows: 1. Scope of Services The Contractor will perform the services set out in Part II, Scope of Services. 2. 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 3. Local Program rLiaison, - 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. 4. Access to Records - The U.S. Department of Housing and Urban Development (HUD), Inspectors General, the Comptroller General of the United States, the Texas Department of Agriculture (TDA), and the City, or any of their authorized representatives, shall have access to any documents, papers, or other records of the Contractor which are pertinent to the TxCDBG award, in order to make audits, examinations, excerpts, and transcripts, and to closeout the City's TxCDBG contract with TDA. 5. Retention of Records - The Contractor shall retain all required records for three years after the City makes its final payment and all pending matters are closed. 6. Com ensation and Method of Payment - The maximum amount of compensation and reimbursement to be paid hereunder shall not exceed $25,000.00. 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 TxCDBG 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, [and if applicable, including the following 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. BY: BY: (Local City Official) (Printed Name) (Title) (Contractor's Authorized Representative) (Printed Name) (Title) PART II SCOPE OF SERVICES The Contractor shall provide the following scope of services: (choose contracted services) A. Project Mana ement 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. Assist in the procurement of professional consulting engineering services through the request for proposal process, if applicable, and as required by the TxCDBG regulations. 5. Furnish City with necessary forms and procedures required for implementation of project. 6. Assist the City in meeting all special condition requirements that may be stipulated in the contract between the City and TDA. 7. Prepare and submit to TDA documentation necessary for amending the TxCDBG contract. 8. Conduct re -assessment of environmental clearance for any program amendments. 9. Prepare and submit quarterly reports (progress and minority hiring). 10. Prepare Financial Information Report or City. 11. Establish procedures to document expenditures associated with local administration of the project. 12. Serve as liaison for the City during any monitoring visit by staff representatives from either TDA or the U.S. Department of Housing and Urban Development (HUD). B. Financial Mana iement 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 TDA. 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. C. Environmental Review 1. Prepare environmental assessment or appropriate level of environmental review. 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 TDA. D. Acquisition 1. Prepare required acquisition reports(s). 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 TxCDBG 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 TxCDBG 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. Provide assistance to or act as local labor standards officer. Notify TDA in writing of name, address, and phone number of appointed labor standards compliance officer. 5. Request wage rates from TDA. 6. Provide sample TxCDBG contract documents to engineer. 7. Make ten-day call to TDA. 8. Verify construction contractor eligibility with TDA. 9. Review construction contract. 10. Conduct pre -construction conference and prepare minutes. 11. Submit any reports of additional classification and rates to TDA. 12. Issue Notice of Start of Construction to TDA. 13. Review weekly payrolls, including compliance follow-ups. Conduct employee interviews. 14. Process change orders approved by City and the project engineer and submit to TDA prior to execution with the construction contractor. 15. Obtain Certificate of Construction Completion/Final Wage Compliance Report and submit to TDA. 16. Provide general advice and technical assistance to City personnel on implementation of project and regulatory matters. F. Fair Housin / 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. 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 TxCDBG 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: % Of Milestone / Task Contract Fee • Establishment/Maintenance of Recordkeeping System 20% • Completion of Environmental/Special Conditions 20% Clearance Labor Standards Compliance/Completion of 14% Construction • Comply with EEO / Fair Housing Requirements 16% • 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. City may at any time and for any reason terminate Contractor's services and work at City's convenience upon providing written notice to the Contractor specifying the extent of termination and the effective date. Upon receipt of such notice, Contractor shall, unless the notice directs otherwise, immediately discontinue the work and placing of orders for materials, facilities and supplies in connection with the performance of this Agreement. 3. ChChanes. 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 Pro ram 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 TxCDBG 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. 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. Assinabilit . 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. 8. 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. 1. 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. 2. 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. 3. Com liance 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. 4. 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 TxCDBG award between TDA 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 TxCDBG award between TDA 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. c. Contractor and Em to ees. The Contractor warrants and represents that it has no conflict of interest associated with the TxCDBG award between TDA 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 TxCDBG award between TDA 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. 5. 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 (1986) and 12689 (1989). 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 Ri hts ComIRIliance. 6. Equal O ortunit Clause a licable to federal) assisted construction contracts and subcontracts over x10.,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, "Equal Employment Opportunity," 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. 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 Ri hts Act of 1964 no erson shall on the grounds of race color, religion, sex or national ori in be excluded from artici ation in be denied the benefits of or be sub'ected to discrimination under an program or activity receiving Federal financial assistance. 16. Section 109 of the Housin and Communit Develo ment 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. Ae 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.