09 - FEMA Flood Mitigation Assistance (FMA) Program Third Party AdministratorItem No. 9
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TO: Mayor & City Council
FROM: Grayson Path, City Manager
SUBJECT: FEMA Flood Mitigation Assistance (FMA) Program
Third Party Administrator Agreement
DATE: May 10, 2021
BACKGROUND:
The City of Paris has been awarded FEMA FMA Program Funding to assist the owner of 2597
Clark Lane. This home is in a flood plain and was eligible for FEMA assistance through this
program. It has taken several years to secure this funding. The City will now purchase their home
and demolish it. The owner will use the purchase revenue to buy a new home, thus moving out of
the flood plain. The City will then own the vacant property indefinitely so that no one else can
build in this known flood -prone lot.
To assist with administration of this program and carrying out all FEMA/TWDB program
requirements, the City Manager decided to procure the services of a third party administrator.
There is a fair amount of reporting, administering, and procedures to carry out, more than the City
Manager was comfortable with overseeing in-house with the existing work load.
STATUS OF ISSUE:
An RFP was prepared, reviewed by the Texas Water Development Board (TWDB), and advertised
for the purpose of seeking a third party administrator. Bids were due Friday, April 10h. Only one
bid was received, that being from Resource Management & Consulting Co. The City Manager
has reviewed their bid and found it to satisfy the RFP requirements. The City has successfully
worked with RMC on numerous occasions, most recently being the CRF Program Funding and
HOME Program. The primary point of contact is Charles Edwards. The City Manager prepared
the City's template contract which has been reviewed and approved by both RMC and the TWDB.
The City Manager is now seeking the City Council's approval to sign this agreement for third party
administrator services for the FEMA FMA Program. The program must be completed by
September 2022.
BUDGET:
The FEMA FMA Program is for $189,500.00 to complete all necessary requirements of the
program. There is no City match other than employee time. If costs exceed the $189,500.00 in
available funds, then the City would have to cover the net difference. There was $8,725.00 set
aside in this funding for management services. Resource Management & Consulting Co. has
agreed to perform all necessary third party administrator services for this same $8,725.00 amount.
OPTIONS:
1. Approve the Professional Service Agreement for FEMA FMA Program Third Party
Administrator Services with Resource Management & Consulting Co. in the amount of
$8,725.00 and authorize the City Manager to sign.
2. Request edits and/or reject the Professional Service Agreement and advise the City
Manager as to next steps for implementation of the FEMA FMA Program.
RECOMMENDATION:
1. Approve the Professional Service Agreement for FEMA FMA Program Third Party
Administrator Services with Resource Management & Consulting Co. in the amount of
$8,725.00 and authorize the City Manager to sign.
THE STATE OF TEXAS §
§ Professional Services Contract
COUNTY OF LAMAR 8
THIS CONTRACT is entered into on this 10" day of May, 2021, by and between the CITY OF
PARIS, TEXAS, a municipal corporation located in Lamar County, Texas, (hereinafter referred to as
"CITY"), acting by and through its City Manager or his designee, and Resource Management &
Consulting Co. ("hereinafter referred to as "CONSULTANT") whose address is 3729 Lamar Avenue,
Paris, Texas 75460.
WITNESSETH:
WHEREAS, CITY desires to obtain third -party administrative services to assist in the administration
of the CITY's awarded FEMA Flood Mitigation Assistance (FMA) Program Funding; and
WHEREAS, CONSULTANT is qualified to provide such services and is willing to undertake the
performance of such services for CITY in exchange for fees hereinafter specified;
NOW, THEREFORE,
THAT IN CONSIDERATION of the covenants and agreements hereinafter contained and subject
to the terms and conditions hereinafter stated, the parties hereto do mutually agree as follows:
I.
Em Flo ,ment of Consultant
CONSULTANT will perform as an independent contractor all services under this Contract to the
prevailing professional standards consistent with the professional level of care and skill ordinarily
provided by competent members of its profession, both public and private, currently practicing in the
same or similar locality under the same or similar circumstances and professional license including but
not limited to the exercise of reasonable, informed judgments and prompt, timely action considering the
ordinary professional skill and care of a competent consultant. If CONSULTANT is representing that it
has special expertise in one or more areas to be utilized in this Contract, then CONSULTANT agrees to
perform those special expertise services to the appropriate local, regional and national professional
standards.
II.
Scope of Services
CONSULTANT shall perform such services related to the administration of the Terms and
Conditions of the FMA Program Funding between the CITY and the Texas Water Development Board
(TWDB) as provided in Contract No. 2000012422, specifically including, but not necessarily limited to,
the tasks enumerated more fully in Attachment "A" hereto entitled "Scope of Work" (hereafter referred
to as the "Project"). Attachment "A" is hereby incorporated herein by reference and made a part hereof
as if written word for word. However, in case of conflict in the language of Attachment "A" and this
Contract, the terms and conditions of this Contract shall be final and binding upon both parties hereto.
III.
Payment for Services
Total payment for services described herein shall be a sum not to exceed Eight Thousand Seven
Hundred Twenty -Five and No/100 Dollars ($8,725.00) as shown in Attachment "B". This total payment
for services includes CONSULTANT's ordinary expenses such as salary costs, overhead, direct expenses
and profit. Additional expenses, which are extraordinary in nature, shall be approved in advance by
CITY in writing signed by the parties. Such extraordinary expenses may be paid as incurred and billed
to the CITY pursuant to this Contract over and above the total payment amount identified in this
provision. Any extraordinary expenses not approved in writing in advance by the CITY shall remain the
sole responsibility of the CONSULTANT.
CONSULTANT will bill CITY on a monthly basis using statements approved by the CITY;
however, under no circumstances shall any monthly statement for services exceed the value of work
performed at the time a statement is rendered. If additional services, trips or expenses are requested,
CONSULTANT will not provide such additional services until authorized by CITY in writing to proceed.
The scope of services shall be strictly limited. CITY shall not be required to pay any amount in excess
of the amount identified in the preceding paragraph unless CITY shall have approved in writing in
advance (prior to the performance of additional work) the payment of additional amounts.
Each month CONSULTANT will submit to CITY an invoice supporting the payment sought.
Each invoice shall also state a total of the current invoice amount and a running total balance for the
Project to date.
Within thirty (30) days of receipt of each such monthly invoice, CITY shall make payment in the
amount shown by CONSULTANT's approved monthly statements and other documentation submitted.
Such payments shall be subject to the Texas Prompt Payment Act, Texas Government Code §§ 2251.001,
et seq.
Nothing contained in this Contract shall require CITY to pay for any work that is unsatisfactory
as determined by CITY or which is not submitted in compliance with the terms of this Contract, nor shall
failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at
law or in equity, which CITY may have if CONSULTANT is in default, including the right to bring legal
action for damages or for specific performance of this Contract. Waiver of any default under this Contract
shall not be deemed a waiver of any subsequent default.
IV.
Revisions of the Scone of Services
CITY reserves the right to revise or expand the scope of services after due approval by CITY as
CITY may deem necessary, but in such event CITY shall pay CONSULTANT equitable compensation
for such services. In any event, when CONSULTANT is directed to revise or expand the scope of services
under this Section of the Contract, CONSULTANT shall provide CITY a written proposal for the entire
cost involved in performing such additional services. Prior to CONSULTANT undertaking any revised
or expanded services as directed by CITY under this Contract, CITY must authorize in writing the nature
and scope of the services and accept the method and amount of compensation and the time involved in
all phases of the Project.
It is expressly understood and agreed by CONSULTANT that any compensation not specified in
Paragraph III hereinabove may require approval by the City Council and is subject to the current budget
year limitations.
V.
Term and Time of Performance
This Contract shall begin on the date first written above, and shall terminate when CITY has
approved the Project as being final or otherwise terminates this Contract as provided herein.
The CONSULTANT shall commence services upon execution of this Contract. Unless
terminated, or unless the Scope of Services and Time of Performance are changed in accordance with
Article XV, Changes, the CONSULTANT shall complete the Scope of Services provided under Article II
by September 16, 2022.
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The completion schedule set for in this Article may be subject to causes that result in delay over
which neither CONSULTANT nor the CITY has any control. Notification and justification for any such
delays identified by the CONSULTANT must be made in writing and approved by the CITY. The
schedule of work will be extended to include any such delays pursuant to Article XV, Changes.
VI.
Contract Termination Provision
This Contract may be terminated at any time by CITY for any cause by providing CONSULTANT
thirty (30) days written notice of such termination. Upon receipt of such notice, CONSULTANT shall
immediately terminate working on, placing orders or entering into contracts for supplies, assistance,
facilities or materials in connection with this Contract and shall proceed to promptly cancel all existing
contracts insofar as they are related to this Contract. Data and study products prepared by the
CONSULTANT under this Contract shall be delivered to the CITY if requested. The CITY will only be
obligated to compensate the CONSULTANT in a just and equitable manner for those services performed
prior to the effective date of termination and upon the CONSULTANT's submitting a statement of actual
services performed and payment requested.
VII.
Ownershin of Documents
All materials and documents prepared or assembled by CONSULTANT under this Contract shall
become the sole property of CITY and shall be delivered to CITY without restriction on future use.
CONSULTANT may retain in its files copies of all drawings, specifications and all other pertinent
information for the work. CONSULTANT shall have no liability for changes made to any materials or
other documents by others subsequent to the completion of the Contract.
The Texas Water Development Board (TWDB) shall have unlimited rights to technical or other data resulting
directly from the performance of services under this contract. It is agreed that all reports, drafts of reports, or other
material, data, drawings, computer programs and codes associated with this contract and developed by the
CONSULTANT or its contracted parties pursuant to this contract shall become the joint property of the
CONSULTANT and the TWDB. These materials shall not be copyrighted or patented by the CONSTULANT or by
any consultants involved in this contract unless the EXECUTIVE ADMINISTRATOR of the TWDB approves in
writing the right to establish copyright or patent; provided, however, that copyrighting or patenting by the
CONSULTANT or its SUB -CONSULTANTS will in no way limit the TWDB 's access to or right to request and
receive or distribute data and information obtained or developed pursuant to this contract. Any material subject to a
TWDB copyright and produced by the CONSULTANT or TWDB pursuant to this contract may be printed by the
CONSULTANT or the TWDB at their own cost and distributed by either at their discretion. The CONSULTANT
may otherwise utilize such material provided under this contract as it deems necessary and appropriate, including the
right to publish and distribute the materials or any parts thereof under its own name, provided that any TWDB
copyright is appropriately noted on the printed materials. The CONSULTANT and its contracted parties agree to
acknowledge the TWDB in any news releases or other publications relating to the work performed under this contract.
VIII.
Insurance Reouirements
A. Before commencing work, the consultant shall, at its own expense, procure, pay for and maintain
during the term of this Contract the following insurance written by companies approved by the
State of Texas and acceptable to the City of Paris. The consultant shall furnish to the City Clerk
copies of the insurance policies required herein stating coverages, limits, expiration dates and
compliance with all applicable required provisions. Certificates shall reference the project and
be addressed as follows:
City of Paris
150 SE First St
Paris TX 75460
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I . Commercial General Liability insurance, including, but not limited to
Premises/Operations, Personal & Advertising Injury, Products/Completed Operations,
Independent Contractors and Contractual Liability, with minimum combined single limits
of $1,000,000 per -occurrence, $1,000,000 Products/Completed Operations Aggregate
and $1,000,000 general aggregate. Coverage must be written on an occurrence form.
The General Aggregate shall apply on a per project basis.
2. Workers' Compensation insurance with statutory limits; and Employers' Liability
coverage with minimum limits for bodily injury: a) by accident, $100,000 each accident,
b) by disease, $100,000 per employee with a per policy aggregate of $500,000.
3. Business Automobile Liability insurance covering owned, hired and non -owned vehicles,
with a minimum combined bodily injury and property damage limit of $1,000,000 per
occurrence.
4. Professional Liability Insurance to provide coverage against any claim which the
consultant and all consultants engaged or employed by the consultant become legally
obligated to pay as damages arising out of the performance of professional services
caused by error, omission or negligent act with minimum limits of $2,000,000 per claim,
$2,000,000 annual aggregate.
NOTE: If the insurance is written on a claims -made form, coverage shall be continuous (by
renewal or extended reporting period) for not less than thirty-six (36) months following
completion of the contract and acceptance by the City of Paris.
B. With reference to the foregoing required insurance, the Consultant shall endorse applicable
insurance policies as follows:
A waiver of subrogation in favor of City of Paris, its officials, employees, and officers
shall be contained in the Workers' Compensation insurance policy.
The City of Paris, its officials, employees and officers shall be named as additional
insureds on the Commercial General Liability policy, by using endorsement CG2026 or
broader; and, the City of Paris shall be provided a defense to any and all claims and
causes of action arising out of or related to this Agreement as may be provided pursuant
to CONSULTANT's general liability insurance policies. In this regard, CONSULTANT
shall assist CITY to obtain any defense provided by the CONSULTANT's general
liability insurance policies.
Nothing contained in Section XII of this Agreement shall be interpreted or applied as
limiting, reducing, or eliminating any obligation or duty that CONSULTANT's insurance
carrier may owe to CITY as an additional insured, pursuant to endorsement CG2026 or
broader under the CONSULTANT's general liability insurance policies required by this
Agreement, to provide the CITY with a defense and/or indemnify the CITY for any claim
or cause of action, whether one or more, regardless of the proportionate responsibility or
liability of the CONSULTANT or the CITY. Neither shall anything contained in this
Section VIII be interpreted or applied as providing or otherwise entitling either
CONSULTANT, CONSULTANT's insurance carrier or any other party any right or
ability to recover over against CITY any amounts of money attributable to damages,
costs, expenses and/or attorneys' fees based on or arising out of a finding of comparative
or proportionate responsibility or liability as against the CITY it being understood and
agreed that CITY in no way intends by this Agreement to waive its sovereign immunity
regarding any claim, suit or cause of action.
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All insurance policies shall be endorsed to the effect that City of Paris will receive at
least thirty (30) days notice in advance of the cancellation effective date of any policy of
insurance that is cancelled by the insurance company for any reason other than
nonpayment of premium.
4. All insurance policies shall be endorsed to the effect that City of Paris will receive at
least ten (10) days notice in advance of the cancellation effective date of any policy of
insurance that is cancelled by the insurance company for nonpayment of premium or by
CONSULTANT for any reason.
C. All insurance shall be purchased from an insurance company that meets a financial rating of A -
or better as assigned by A.M. Best Company or equivalent.
D. The CONSULTANT shall notify CITY in writing at least thirty (30) days prior to CONSULTANT
cancelling or making any material change to any coverage(s) provided in, or through, the
insurance policies required under this Section VIII. Failure by CONSULTANT` to provide CITY
the notice required hereunder may, in the sole discretion of CITY, be deemed a material breach
of this Agreement.
CONSULTANT agrees that CITY shall have access to and the right to examine any books,
documents, papers and records of CONSULTANT involving transactions relating to this Contract.
CONSULTANT agrees that CITY shall have access during normal working hours to all necessary
CONSULTANT facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. CITY shall give CONSULTANT reasonable
advance notice of intended audits.
CONSULTANT further agrees to include in subcontract(s), if any, a provision that any
subcontractor or engineer agrees that CITY shall have access to and the right to examine any directly
to the subcontract, and further, that CITY shall have access during normal working hours to all such
engineer or sub -contractor facilities and shall be provided adequate and appropriate work space, in order
to conduct audits in compliance with the provisions of the paragraph. CITY shall give any such engineer
or sub -contractor reasonable advance notice of intended audits.
X.
Successors and Assians
CITY and CONSULTANT each bind themselves and their successors, executors, administrators
and assigns to the other party to this contract and to the successors, executors, administrators and assigns
of such other party in respect to all covenants of this Contract. Neither CITY nor CONSULTANT shall
assign or transfer its interest herein without the prior written consent of the other.
Xi.
CONSULTANT's Liability
Acceptance of the final deliverables by the CITY shall not constitute nor be deemed a release of
the responsibility and liability of CONSULTANT', its employees, associates, agents or consultants for
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the accuracy and competency of their documents and work; nor shall such acceptance be deemed an
assumption of responsibility by CITY for any defect in the documents and work; nor shall such acceptance
be deemed an assumption of responsibility by CITY for any defect in the documents and work prepared
by said CONSULTANT, its employees, associates, agents or sub -consultants.
XII.
INDEMNIFICATION
CONSULTANT DOES HEREBY COVENANT AND CONTRACT TO WAIVE ANY AND
ALL CLAIMS, RELEASE, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS CITY
COUNCIL, OFFICERS, EMPLOYEES, AND AGENTS, IN BOTH THEIR PUBLIC AND PRIVATE
CAPACITIES, FROM AND AGAINST ALL LIABILITY, CAUSES OF ACTION, CITATIONS,
CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LOSSES,
PENALTIES OR SUITS, WHICH IN ANY WAY ARISE OUT OF, RELATE TO, OR RESULT
FROM CONSULTANT'S PERFORMANCE UNDER THIS CONTRACT AND WHICH ARE
CAUSED BY THE INTENTIONAL WRONGFUL ACTS OR NEGLIGENT ACTS OR OMISSIONS
OF CONSULTANT OR CONSULTANT'S SUBCONTRACTORS AND THE OFFICERS, AGENTS
OR EMPLOYEES OF EITHER CONSULTANT OR CONSULTANT'S SUBCONTRACTORS (THE
"INDEMNIFIED ITEMS") SUBJECT TO THE LIMITATIONS IN TEXAS LOCAL
GOVERNMENT CODE § 271.904 AND TEXAS CIVIL PRACTICE AND REMEDIES CODE, §
130.002(B).
BY WAY OF EXAMPLE, THE INDEMNIFIED ITEMS MAY INCLUDE PERSONAL
INJURY AND DEATH CLAIMS AND PROPERTY DAMAGE CLAIMS, INCLUDING THOSE FOR
LOSS OF USE OF PROPERTY, AS WELL AS INTELLECTUAL PROPERTY INFRINGEMENT
OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER.
INDEMNIFIED ITEMS SHALL INCLUDE REASONABLE ATTORNEYS' FEES IN
PROPORTION TO THE CONSULTANT'S LIABILITY AND COSTS, COURT COSTS, AND
SETTLEMENT COSTS. INDEMNIFIED ITEMS SHALL ALSO INCLUDE ANY EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, INCURRED BY AN
INDEMNIFIED INDIVIDUAL OR ENTITY IN ATTEMPTING TO ENFORCE THIS INDEMNITY.
THE CONSULTANT SHALL INDEMNIFY AND HOLD THE TWDB AND THE STATE OF
TEXAS HARMLESS, TO THE EXTENT THE CONSULTANT MAY DO SO IN ACCORDANCE
WITH STATE LAW, FROM ANY AND ALL LOSSES, DAMAGES, LIABILITY, OR CLAIMS
THEREFORE, ON ACCOUNT OF PERSONAL INJURY, DEATH OR PROPERTY DAMAGE OF
ANY NATURE WHATSOEVER CAUSED BY THE CONSULTANT, ARISING OUT OF THE
ACTIVITIES OF THIS AGREEMENT.
XIII.
Independent Contractor
CONSULTANT's status shall be that of an Independent Contractor and not an agent, servant,
employee or representative of CITY in the performance of this Contract. No term or provision of or act
of CONSULTANT or CITY under this Contract shall be construed as changing that status.
CONSULTANT will have exclusive control of and the exclusive right to control the details of the work
performed hereunder, and shall be liable for the acts and omissions of its officers, agents, employees,
contractors, subcontractors and engineers and the doctrine of respondeat superior shall not apply as
between CITY and CONSULTANT, its officers, agents, employees, contractors, subcontractors and
engineers, and nothing herein shall be construed as creating a partnership or joint enterprise between
CITY and CONSULTANT. CITY and CONSULTANT shall not be construed to be in any type of joint
venture with respect to the scope of work set forth in this Contract.
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XIV.
Default
If at any time during the term of this Contract, CONSULTANT shall fail to commence the work
in accordance with the provisions of this Contract or fail to diligently provide services in an efficient,
timely and careful manner and in strict accordance with the provisions of this Contract or fail to use an
adequate number or quality of personnel to complete the work or fail to perform any of its obligations
under this Contract, then CITY shall have the right, if CONSULTANT shall not cure any such default
after thirty (30) days written notice thereof, to terminate this Contract. Any such act by CITY shall not
be deemed a waiver of any other right or remedy of CITY. If after exercising any such remedy due to
CONSULTANT's nonperformance under this Contract, the cost to CITY to complete the work to be
performed under this Contract is in excess of that part of the Contract sum which has not theretofore been
paid to CONSULTANT hereunder, CONSULTANT shall be liable for and shall reimburse CITY for such
excess. CONSULTANT'S liability under this provision shall be limited to the total dollar amount of this
Contract.
CITY's remedies for CONSULTANT's default or breach under this Contract shall be one or more
of the following remedies which may be exercised separately or in combination at CITY's sole exclusive
choice:
(a) Specific performance of the Contract;
(b) Re -performance of this Contract at no extra charge to CITY; or,
(c) Monetary damages in an amount not to exceed the greater of:
(1) The amount of any applicable insurance coverage CONSULTANT is required to
purchase and maintain under this Contract plus any deductible amount to be paid by
CONSULTANT in conjunction with said coverage regardless of whether CONSULTANT
has actually purchased and maintained said coverage; or,
(2) The total dollar amount of this Contract.
The terms of Sections XII entitled Indemnification, and XVII entitled Confidential Information
shall survive termination of this Contract.
XV.
Chan Pes
CITY may, from time to time, require changes in the scope of services to be performed under this
Contract. Such changes as are mutually agreed upon by and between CITY and CONSULTANT shall be
incorporated by written modification to this Contract.
XVI.
Conflict of Interest
CONSULTANT covenants and agrees that CONSULTANT and its associates and employees will
have no interest, and will acquire no interest, either direct or indirect, which will conflict in any manner
with the performance of the services called for under this Contract. All activities, investigations and
other efforts made by CONSULTANT pursuant to this Contract will be conducted by employees,
associates or subcontractors of CONSULTANT.
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XVII.
Confidential Information
CONSULTANT hereby acknowledges and agrees that its representatives may have access to or
otherwise receive information during the furtherance of its obligations in accordance with this Contract,
which is of a confidential, non-public or proprietary nature. CONSULTANT shall treat any such
information received in full confidence and will not disclose or appropriate such Confidential Information
for its own use or the use of any third party at any time during or subsequent to this Contract. As used
herein, "Confidential Information" means all oral and written information concerning City of Paris, its
affiliates and subsidiaries, and all oral and written information concerning CITY or its activities, that is
of a non-public, proprietary or confidential nature including, without limitation, information pertaining
to customer lists, services, methods, processes and operating procedures, together with all analyses,
compilation, studies or other documents, whether prepared by CONSULTANT or others, which contain
or otherwise reflect such information. The term "Confidential Information" shall not include such
materials that are or become generally available to the public other than as a result of disclosure of
CONSULTANT, or are required to be disclosed by a governmental authority or pursuant to a properly
submitted request under the Texas Public Information Act.
XVIII.
Mailing Address
All notices and communications under this CONTRACT to be mailed to CITY shall be sent to
the address of CITY's agent as follows, unless and until CONSULTANT is otherwise notified:
Grayson Path
City Manager
City of Paris
Post Office Box 9037
Paris, Texas 75461
Notices and communications to be mailed or delivered to CONSULTANT shall be sent to the
address of CONSULTANT as follows, unless and until CITY is otherwise notified:
Charles Edwards
Vice President
Resource Management & Consulting Co.
3729 Lamar Avenue
Paris, Texas 75460
Any notices and communications required to be given in writing by one party to the other shall
be considered as having been given to the addressee on the date the notice or communication is posted,
faxed or personally delivered by the sending party.
XIX.
Amicable Law
The CONTRACT is entered into subject to the Paris City Charter and ordinances of CITY, as
same may be amended from time to time, and is subject to and is to be construed, governed and enforced
under all applicable State of Texas and federal laws. CONSULTANT will make any and all reports
required per federal, state or local law including, but not limited to, proper reporting to the Internal
Revenue Service, as required in accordance with CONSULTANT's income. Situs of this Contract is
agreed to be Lamar County, Texas, for all purposes, including performance and execution.
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XX.
Severabilitv
If any of the terms, provisions, covenants, conditions or any other part of this Contract are for
any reason held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants,
conditions or any other part of this Contract shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
XXI.
Remedies
No right or remedy granted herein or reserved to the parties is exclusive of any other right or
remedy herein by law or equity provided or permitted; but each shall be cumulative of every other right
or remedy given hereunder. No covenant or condition of this Contract may be waived without written
consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any
covenant or condition to be performed pursuant to this Contract.
XXII.
Entire A reement
This Contract embodies the complete agreement of the parties hereto, superseding all oral or
written previous and contemporaneous agreements between the parties relating to matters herein, and
except as otherwise provided herein cannot be modified without written agreement of the parties.
XXIII.
Non -Waiver
It is further agreed that one (1) or more instances of forbearance by CITY in the exercise of its
rights herein shall in no way constitute a waiver thereof.
XXIV.
Headinss
The headings of this Contract are for the convenience of reference only and shall not affect any
of the terms and conditions hereof in any manner.
XXV.
Venue
The parties to this Contract agree and covenant that this Contract will be enforceable in Paris,
Texas; and that if legal action is necessary to enforce this Contract, exclusive venue will lie in Lamar
County, Texas, or in the United States District Court for the Eastern District of Texas, Sherman Division.
XXVI.
No Third Party, Beneficiary
For purposes of this Contract, including its intended operation and effect, the parties (CITY and
CONSULTANT) specifically agree and contract that: (1) the Contract only affects matters/disputes
between the parties to this Contract, and is in no way intended by the parties to benefit or otherwise affect
any third person or entity notwithstanding the fact that such third person or entity may be in contractual
relationship with CITY or CONSULTANT or both; and (2) the terms of this Contract are not intended to
release, either by contract or operation of law, any third person or entity from obligations owing by them
to either CITY or CONSULTANT.
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XXVII
Incor oration of Provisions Reg uired by Law
Each provision and clause required by law to be inserted into the Contract shall be deemed to
be enacted herein and this Contract shall be read and enforced as though each were included herein. If
through mistake or otherwise any such provision is not inserted or is not correctly inserted, the
Contract shall be amended to make such insertion on application by either party.
CONSULTANT agrees and acknowledges that it is subject to all applicable requirements of the
master contract between CITY and the Texas Water Development Board, TWDB Contract No.
2000012422. CONSULTANT adopts by reference the requirements of Article IX of TWDB Contract
No. 2000012422 for this subcontract of the master contract.
XXVIII
Equal Employment Opportunity
During the performance of this contract, the CONSULTANT agrees as follows:
1. The CONSULTANT will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, sexual orientation, gender identity, or national origin. The CONSULTANT
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:
a. 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 CONSULTANT 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.
2. The CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of
the CONSULTANT, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
3. The CONSULTANT will not discharge 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 CONSULTANT's legal duty to furnish information.
4. The CONSULTANT 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 CONSULTANT's commitments under this section,
and shall post copies of the notice in conspicuous places available to employees and applicants for
employment.
5. The CONSULTANT 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.
6. The CONSULTANT 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,
Professional Services Contract — FMA Program Funding Administration
Resource Management & Consulting Co. Page 10 of 18
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.
In the event of the CONSULTANT'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 CONSULTANT 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.
8. The CONSULTANT will include the portion of the sentence immediately preceding paragraph (1) and
the provisions of paragraphs (1) through (8) 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 sub -consultant or
vendor. The CONSULTANT 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:
a. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened
with, litigation with a sub -consultant or vendor as a result of such direction by the administering
agency, the CONSULTANT may request the United States to enter into such litigation to
protect the interests of the United States.
The applicant further agrees that it will be bound by the above equal opportunity clause with respect to
its own employment practices when it participates in federally assisted construction work: Provided,
That if the applicant so participating is a State or local government, the above equal opportunity clause
is not applicable to any agency, instrumentality or subdivision of such government which does not
participate in work on or under the contract.
The applicant agrees that it will assist and cooperate actively with the administering agency and the
Secretary of Labor in obtaining the compliance of CONSULTANTs and sub -consultants with the equal
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will
furnish the administering agency and the Secretary of Labor such information as they may require for
the supervision of such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance.
The applicant further agrees that it will refrain from entering into any contract or contract modification
subject to Executive Order 11246 of September 24, 1965, with a CONSULTANT debarred from, or who
has not demonstrated eligibility for, Government contracts and federally assisted construction contracts
pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal
opportunity clause as may be imposed upon CONSULTANTs and subCONSULTANTs by the
administering agency or the Secretary of Labor pursuant to Part H, Subpart D of the Executive Order. In
addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the
administering agency may take any or all of the following actions: Cancel, terminate, or suspend in
whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further
assistance to the applicant under the program with respect to which the failure or refund occurred until
satisfactory assurance of future compliance has been received from such applicant; and refer the case to
the Department of Justice for appropriate legal proceedings.
XXIX
SusVension and Debarment
This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the
CONSULTANT is required to verify that none of the CONSULTANT's principals (defined at 2 C.F.R. § 180.995) or
Professional Services Contract — FMA Program Funding Administration
Resource Management & Consulting Co. Page 11 of 18
its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2
C.F.R. § 180.935).
The CONSULTANT must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and
must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
This certification is a material representation of fact relied upon by the CITY. If it is later determined that the
CONSULTANT did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to
remedies available to the CITY, the Federal Government may pursue available remedies, including but not limited to
suspension and/or debarment.
The CONSULTANT agrees to comply with the requirements oft C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The
bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered
transactions.
XXX
B)rrd Anti -Lobbying Amendment
CONSULTANT certifies that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. CONSULTANT shall disclose any
lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.
XXXI
State Auditor Clause
By executing this Contract, the CONSULTANT accepts the authority of the State Auditor's Office, under
direction of the legislative audit committee, to conduct audits and investigations in connection with any and all state
funds received pursuant to this contract. The CONSULTANT shall comply with and cooperate in any such
investigation or audit. The CONSULTANT agrees to provide the State Auditor with access to any information the
State Auditor considers relevant to the investigation or audit. The CONSULTANT also agrees to include a provision
in any subcontract related to this contract that requires the CONSULTANT to submit to audits and investigation by
the State Auditor's Office in connection with any and all state funds received pursuant to the subcontract.
XXXII
No Debt Against the State Clause
This Agreement shall not be construed as creating any debt by or on behalf of the State of Texas and the
TWDB, and all obligations of the State of Texas are subject to the availability of funds. To the extent the
performance of this Agreement transcends the biennium in which this Agreement is entered into, this Agreement is
specifically contingent upon the continued authority of the TWDB and appropriations therefore.
XXXIII
LICENSES AND PERMITS
The CONSULTANT shall be solely and entirely responsible for procuring all appropriate licenses and
permits, which may be required by any competent authority for the CONSULTANT to perform the subject work.
IN WITNESS WHEREOF, the parties hereto have set their hands by their representatives duly authorized
on the day and year first written above.
--------------------------------SIGNATURE PAGE FOLLOWS --------------------------------
Professional Services Contract —FMA Program Funding Administration
Resource Management & Consulting Co. Page 12 of 18
ATTEST:
Janice Ellis
City Clerk
APPROVED AS TO FORM:
STEPHANIE HARRIS
City Attorney
CITY OF PARIS
By:
GRAYSON PATH
City Manager
Date Signed:
Resource Management & Consulting Co.
By:
Charles Edwards
Vice President
Date Signed:
[Remainder of page left blank intentionally]
Professional Services Contract — FMA Program Funding Administration
Resource Management & Consulting Co. Page 13 of 18
THE STATE OF TEXAS
COUNTY OF LAMAR
BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared
GRAYSON PATH, City Manager of the CITY OF PARIS, a Texas Municipal Corporation, known to me
to be the person who's name is subscribed to the foregoing instrument, and acknowledged to me that he
has executed the same on the City's behalf.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE
DAY OF . 20
Notary Public Lamar County, Texas
My commission expires
THE STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on the
day of
in his capacity as of
r oration, known to me to be the person whose
„A, ......e..... P p
instrument, and acknowledged that he executed the same
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE
DAYOF_ ..................................................................................A� 20_ .
Notary Public
My commission expires
20 , by
a
name is subscribed to the foregoing
3n behalf of and as the act of
Professional Services Contract — FMA Program Funding Administration
Resource Management & Consulting Co.
County, Texas
Page 14 of 18
Attachment "A"
SCOPE OF SERVICES
TO BE PROVIDED BY RESOURCE MANAGEMENT & CONSULTING CO.
TO
CITY OF PARIS
FOR
FMA PROGRAM FUNDING ADMINISTRATION
The Consultant shall provide administrative services to the City for the purpose of remaining in compliance with and
to fulfill the requirements of the Terms and Conditions of the Flood Mitigation Assistance (FMA) Program through
the Texas Water Development Board as described in TWDB Contract No. 2000012422. Services, in general,
consist of but are not limited to:
1. Program Administration
2. Financial Administration
3. Record Keeping
4. Completion of Special Conditions
5. Procurement of Needed Services
6. Compliance with Terms and Conditions of Program
7. Compliance with Federal and State Assurances, Laws, Acts, Regulations, and Executive Orders
8. Contract Close-out Assistance
Specific services will include:
A. Pro'ect Mana, 11 ement
1 . Develop a recordkeeping system consistent with program guidelines, including the
establishment of the filing system.
2. Provide maintenance of filing system.
3. Provide general advice and technical assistance to the City personnel on implementation
of project and regulatory matters.
4, Develop/Utflize the 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
Terms and Conditions between the City and the TVVDB or the FEMk
6. Prepare and submit reports (as required).
7. Prepare Financial Information Report for City.
8. Establish procedures to document expenditures associated with local administration of the
Oroject.
9. Serve as liaison for the City during any communication, correspondence or monitoring visit
from/by staff representafives from either the TVVD8 or the FEMA,
13. Financial Mana,,,�Ipment
I , Assist the City in proving its ability to manage the grant funds.
2. Assist the City in establishing and maintaining a bank account (Direct Deposit account)
andlor separate local bank account, journals and ledgers.
3Assist the City In submitdng the required financial forms.
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,
Professional Services Contract — FMA Program Funding Administration
Resource Management & Consulting Co. Page 15 of 18
C. Accuisition
2. Assist City in obtaining documentation of ownership.
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 the TWDB and the FEMA.
D. Construction Ma
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 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 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 U
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.
a Request wage rates.
6Assist with creation of contract documents and assist with bid advertisement.
7, Verify construction contractor eligibility,
8. Review construction contract.
9. Conduct pre -construction conference and prepare minutes.
10. Submit any reports of additional classification and rates.
11, Issue documents confirming start of construction,
12, Serve as Labor Standards Officer responsible for the review of weekly payrolls, including
compliance follow-ups, Conduct employee interviews,
13. Process change orders approved by City.
14. Obtain Certificate of Construction Completion/Final Wage Compliance Report.
15. Provide general advice and technical assistance to City personnel on implementation of
project and regulatory matters.
Audit Close-out Procedures
1. Prepare a final Project Completion Report
2. Assist City in resolving any monitoring and audit findings.
3, Assist City in resolving any third party claims.
4. Provide auditor with the TWDB or the FEMA audit guidelines,
Professional Services Contract — FMA Program Funding Administration
Resource Management &Consulting Co. Page 16of1G
Attachment "B"
TASK BUDGET
TASK
DESCRIPTION
CITY OF PARIS
SUBCONTRACT
$8,725.00
$8,725.00
CONTRACT
AMOUNT
$0.00
_..... ........—_
Travel'
AMOUNT ($)
......... � ....
$0.00
1
Demolition
$15,275.00
$0.00
... _...... _ww
2
w ........ ... .w.._._..._ ...— ...................
Backfill and Landscape
...........................
$5,500.00
$0.00
3 �,�
Appraisal Fee �..
$1,000
.�.�...._9 �.m.m..._.......... $0.0.0._
4
Survey Fee
$500.00
$0.00
5
Buyout Rep Fee/ Consultant
$1,500.00
$0.00
6
Closing Costs
$2,000.00
$0.00
_�_—
7 �
--------------
Costes...�....w w.........�................_............................................................................................�.�.............�.�.�.�.�..$..1.50,�0.0.0...0.0.�
�.. .......�..
lnhnre.rs etc fnr time
......._�_�_.............. $0.00
8
Asbestos Abatement
$5,000.00
$0.00
9
Subapplicant Management Fee
$8,725.00
$8,725.00
TOTAL
$189,500.00
$8,725.00
EXPENSE BUDGET
Expense Category
Total Contract Budget ($)
Subcontract Amount
Salaries and Wages'
$8,725.00
$8,725.00
Fringe
0.00
$0.00
_..... ........—_
Travel'
_
0.00
......... � ....
$0.00
Subcontractor (Pre -Award) .....................................................
0.00
$0.00
Subcontractor
0.00
$0.00
Demolition
$26,275.00
$0.00
�._.� _.. ........_.,....�...........................................................................4.................................................
Other Expenses- Temporary Housing
......_................_....._.._...��...,.._.m.................,.,......_..._......
0.00
................................................................... .............—_
$0.00
Overhead'
0.00
$0.00
Property Buyout'
$154,500.00
$0.00
�Profit d�...a_..� .w�.a �_.....�_
.......................................�.. ......... _0.00..
$0.00
Total
..........
$189,500.00
$8,725.00
�1...k.��nri a._.iq--1P— --�m....--..�..�.m..—
lariea and Wazrea is defined as the nnst of salaries
of envineers draftsmen snrvevme.n clerks
�.. .......�..
lnhnre.rs etc fnr time
directly chargeable to this CONTRACT.
Z Fringe is defined as the cost of social security contributions, unemployment, excise, and payroll taxes, workers
compensation insurance, retirement benefits, medical and insurance benefits, sick leave, vacation, and holiday pay applicable
thereto.
3 Travel is limited to the maximum amounts authorized by the U.S. General Services Administration, as amended or
superseded._
"Other Extrenses is defined to include the cost of temporary housing for the homeowner while the elevation is being performed
for this CONTRACT.
5 Overhead is defined as the costs incurred in maintaining a place of business and performing professional services similar to
those specified in this CONTRACT.
6 Property Buyout is defined as the cost of Site Acquisitions, Appraisal, Property Owner Counseling, Title Search and Closing
and tenant or inhabitant relocation assistance
Professional Services Contract — FMA Program Funding Administration
Resource Management & Consulting Co. Page 17 of 18
Seirv�ce
RtianicialMarmpinent
Recii)irdkeephg
pipgrarn N11wilagement
Com�!�41aince
:onto cu IIlOSe-olut
RIM Cost sth'ri to
EXPENSE BUDGET BREAKDOWN
k
i�
Professional Services Contract — FMA Program Funding Administration
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