2014-032 - Authorizing the execution of a Professional Management Services Agreement with Resource Management & Consulting Company to implement a contract administration system under the general direction of the Texas Department of Agriculture (TDA) TXCDBRESOLUTION NO. 2014 -032
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING THE EXECUTION OF A PROFESSIONAL SERVICES
AGREEMENT WITH RESOURCE MANAGEMENT AND CONSULTING
COMPANY TO IMPLEMENT A CONTRACT ADMINISTRATION SYSTEM
UNDER THE GENERAL DIRECTION OF THE TEXAS DEPARTMENT OF
AGRICULTURE (TDA) TXCDBG 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 TDA TxCDBG Disaster Relief
Program Contract No. 7214077; and
WHEREAS, Resource Management and Consulting Company has agreed to provide
professional management and administrative services under the aforesaid TDA Disaster
Relief Program Contract No. 7214077; 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 provide
professional management and administrative services for the City for the TDA TxCDBG
Program Contract No. 7214077 and for certain services in connection with the Disaster
Relief 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 27th day of October, 2014.
Matt Frierson, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
Kent cIlyar, City Attorney
PROFESSIONAL SERVICES AGREEMENT
MANAGEMENT AND ADMINISTRATIVE SERVICES
FOR TDA TXCDBG DISASTER RELIEF FUND CONTRACT NO. 7214077
This AGREEMENT is entered into by and between the City of Paris, Texas a home -rule
municipal corporation hereinafter called ( "City ") and Resource Management and Consulting
Company, a Texas Corporation with principal offices at 3729 Lamar Avenue, Paris, TX 75460
(herein after called "RMCC ") for Professional Management and Administrative assistance in the
administration of City's participation in the Texas Department of Agriculture (TDA) Texas
Community Block Grant Disaster Relief Program (hereinafter referred to as TxCDBG Program).
WITNESSETH:
For the mutual promises and benefits herein described, the parties agree as follows:
1. Term of Agreement: This agreement shall become effective on the day it is signed by the last
party hereto, and shall continue in effect thereafter until the services provided for herein
have been performed, or until terminated as provided herein. The term of Texas
Department of Agriculture Disaster Relief Fund Contract No. 7214077 is September 6, 2014
through September 5, 2016.
Services to be Performed by RMCC: RMCC shall provide City with Professional Management
and Administrative Services in the administration of a TxCDBG Program Grant for Disaster
Relief in the City of Paris, Lamar County, Texas (Texas Department of Agriculture TxCDBG
Disaster Relief Fund Contract No. 7214077) and including such other services described in
the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A"
(collectively the "Project ").
3. Compensation of RMCC: Compensation to RMCC for professional management and
administrative services provided under this Agreement will be made in accordance with the
TxCDBG Cost Estimate attached hereto as Exhibit "B;" provided, however, total
compensation under this Agreement shall not exceed the amount of fees authorized by
TxCDBG under the TxCDBG Disaster Relief Fund Contract No. 7214077.
4. Independent Contractor: RMCC covenants and agrees that RMCC is an independent
contractor and not an officer, agent, servant or employee of CITY; that RMCC shall have
exclusive control of and exclusive right to control the details of the work performed
hereunder and all persons performing same, and shall be responsible for the acts and
omissions of its officers, agents, employees, contractors, subcontractors and Sub - consultant;
that the doctrine of respondent superior shall not apply as between CITY and RMCC, its
officers, agents, employees, contractors, subcontractors and RMCCs, and nothing herein
shall be construed as creating a partnership or joint enterprise between CITY and RMCC.
S. Indemnification: RMCC hereby agrees to release, defend, indemnify and hold the CITY and
its elected officials, officers, agents, employees, attorneys and insurers harmless from and
against all damages injuries (including death), claims, property damages (including loss of
use), losses, demands, suits, judgments and costs, including reasonable attorney's fees and
expenses, in any way arising out of, related to, or resulting from the services provided by
RMCC pursuant to this Agreement, but only to the extent caused by the negligent act or
RMCC Professional Services Agreement
Page 1 of 4
EXHIBIT' N.
omission or intentional wrongful act of omission or RMCC, its officers, agents, employees,
subcontractors, sub - consultants, licensees, invitees or any other third parties for whom
RMCC is legally responsible (hereinafter "Claims "). RMCC is expressly required to defend
CITY against all such claims and /or lawsuits.
6. Insurance requirements: RMCC shall obtain an insurance policy or policies for this Project
in accordance with the required coverage's and limits set out below, and upon request shall
provide a copy of the insurance policy or properly signed Accord Certificates to the CITY.
The City of Paris, its elected officials, officers and employees shall be included and covered
as additional insured's on all policies listed below except the Professional Liability and
Workers Compensation policies. The policies shall provide 30 days advance notice of
termination or expiration of policy to the City of Paris, Texas c/o City Clerk; PO Box 9037,
Paris, TX 75461 -9037. All insurance policies shall be issued by properly licensed, funded
and capitalized insurance companies authorized and licensed to write insurance policies in
the State of Texas:
RMCC Required Insurance Coverage
Professional Liability (Errors & Omissions) $1,000,000 per claim and in the aggregate
Workers Compensation State required minimum limits
Contractor /Subcontractor Required Insurance Coverage
7. Termination: This Agreement may be terminated for cause by either party following prior
written notice of default delivered to the breaching party and upon the breaching party's
failure to correct the default within twenty (20) days following receipt of the notice of
default. This Agreement may also be terminated by City for convenience upon ten (10)
calendar day's written notice to the other party. In such event, CITY shall pay RMCC for all
services rendered by RMCC and accepted by City up through the date of termination. Upon
notice of termination, RMCC shall turn over all files, documents, financial records, reports,
tests, graphs, permits, files, photographs, videotape and all other documents related to the
Project to the city of Paris.
8. Reuse of Documents: All documents prepared by RMCC are instruments of service for the
specific project contemplated under the AGREEMENT. They are not intended for reuse on
extensions of that project, or on any other project. Any reuse without written verification or
adaptation by RMCC for the specific purpose intended will be at CITY's sole risk and without
liability to RMCC.
9. Notices: Any notices to be given hereunder by either party to the other may be effected
either by personal delivery, in writing, or by registered or certified mail, to the following
address:
RMCC: CITY:
Director City Manager
Resource Management & Consulting Company City of Paris, Texas
3729 Lamar Ave. P.O. Box 9037
Paris, TX 75460 Paris, Texas 75460
RMCC Professional Services Agreement
Page 2 of 4
Any change of address for the purposes of Notice shall not be effective until ten (10) days
following receipt of the change of address.
10. Other Provisions. The parties hereto further agree as follows:
(a) Compliance with Texas Department of Agriculture Disaster Relief Fund Contract No.
7214077. RMCC shall strictly comply with all State and Federal laws, regulations and
rules set out in TDA Contract No. 7214077 and as may otherwise be applicable to the
Project. A copy of the TDA Contract No. 7214077 is attached hereto as Exhibit "C ".
(b) Standard of Care. RMCC shall perform all services required by this Agreement and this
Project in a manner consistent with that level of care and skill ordinarily exercised by
members of the Professional Management and Administrative Services Community
overseeing and managing State and Federal Grant Programs similar to the Disaster
Relief Fund Program TDA Contract # 7214077.
(c) Retention of Records and Audit. RMCC shall be responsible for keeping and maintaining
all records, reports and other documents or filings required by TDA Disaster Relief Fund
Contract No. 7214077 for the time required by the TDA Contract No. 7214077 contract
and as required by all other applicable Federal, State and local laws. RMCC shall make
all files, records and documents related to this Agreement or the Project available for
audit or inspection at any time on Forty -Eight (48) hour's notice by City, State or
Federal authorities or their designated representatives or agents.
(d) Texas Law to Al2ply: Successors: Construction. This Agreement shall be construed under
and in accordance with the laws of the State of Texas. It shall be binding upon, and
inure to the benefit of, the parties hereto and their representatives, successors and
assigns. Should any provisions in the Agreement later be held invalid, illegal or
unenforceable, they shall be deemed void, and the remainder of this Agreement shall be
construed as if such provision had never been contained herein.
(e) Non - Assignment. The parties hereto further agree that during the term of this
agreement, the services to be provided hereunder shall remain the sole responsibility of
RMCC and that RMCC shall not during the term of this agreement assign, subcontract, or
in any other way authorize or retain other parties to provide such services without the
express written consent of the City Manager of the City of Paris, Texas.
(f) No Waiver. No waiver of either party's rights under this Agreement shall be deemed to
have been made unless expressed in writing and signed by an authorized representative
of that Party.
(g) Sole parties to Agreement. This Agreement shall not create any rights or benefits to
anyone except the CITY and RMCC, and contains the entire agreement between the
parties. Oral modifications to this agreement shall have no force or effect.
(h) Governing Law and Venue. The parties agree that the laws of the State of Texas shall
govern this Agreement, and that all aspects of this Agreement are performable in Lamar
County, Texas. Exclusive venue for any claim or lawsuit arising out of or related to this
Agreement shall lie in Lamar County, Texas.
RMCC Professional Services Agreement
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11. Any Amendment of Supplement to this Agreement shall be in writing, and be signed by the
appropriate authorized parties for both CITY and RMCC.
IN WITNESS WHEREOF, the parties, having read and understood this Agreement, have executed
such in duplicate copies, each of which shall have full dignity and force as an original, on the
day of 2014.
CITY OF PARIS
RESOURCE MANAGEMENT & CONSULTING CO.
BY: BY:
John Godwin, City Manager
NAME
TITLE:
ATTEST:
Witness
RMCC Professional Services Agreement
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ATTEST:
Witness
SCOPE OF SERVICES
Resource Management & Consulting Co. (RMCC) shall provide the following scope of services:
A. Project Administration /Contract Management
1. Provide general advice and technical assistance to the City and its staff on
implementation of project and regulatory matters.
2. Furnish necessary forms and procedures for implementation of the project.
3. Assist in the procurement of professional consulting engineering services through the
request for proposal process, if applicable.
4. Develop and assist the City with a recordkeeping system consistent with program
guidelines, including establishment and maintenance of program files.
5. Serve as liaison for the City during any monitoring visits by staff representatives from the
Departments.
6. Assist the City in meeting all special condition requirements that may be stipulated in the
contract between the City and Departments.
7. Prepare and submit to Department quarterly reports. (Progress and minority hiring)
8. Prepare and submit to Department documentation necessary for amending the
TDHCA/TxCDBG contracts.
9. Conduct re- assessment of environmental clearance for any program amendments.
10. Prepare Recipient Financial Interest Report form for City signature and submittal.
11. Establish procedures to document expenditures associated with local administration of
the project.
12. Provide guidance and assistance to City regarding acquisition of property:
• Submit required reports concerning acquisition activities to Departments.
• 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.
• Assist the City in negotiation with property owner(s).
13. Maintain TDHCA/TxCDBG Property Management register for any property /equipment
purchased or leased.
14. Assist in the administration of the funded grant project in accordance with all
TDHCA/TxCDBG requirements, including but not limited to the following:
• Housing rehab or utility services replacement activity management.
• Preparation of program forms, recipient applications, recipient requirements and
application priority rating.
• Work write -up, general construction specifications and inspections.
• Forgivable loan processing and tracking, bidding and project closeout.
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EXHIBIT
B. Financial Manaciement
1. Assist the City in proving its ability to manage the grant funds to the state's audit division
and assist in the establishment of a satisfactory accounting system.
2. Assist the City in establishing and maintaining a bank account (Direct Deposit account)
and /or separate local bank account, journals, and ledgers and a policy to retain all files
for a period of not less than three (3) years from closeout.
3. Assist the City in submitting the required Accounting System Certification letter, Direct
Deposit Authorization Form (if applicable), and /or the Depository /Authorized Signatory
form to Department.
4. Assist the City in submitting and updating all necessary financial forms.
5. Preparation of drawdown requests on behalf of the City in order to ensure orderly, timely
payments to all contracting parties within the allotted time period.
6. Assist the City to establish procedures to handle the use of any TDHCA/TxCDBG
program income as necessary.
7. Review invoices received for payment and file back -up documentation.
8. Provide general advice and technical assistance to City personnel on implementation of
project and regulatory matter.
C. Environmental Clearance Procedures
1. Assist the City in meeting all environmental clearance procedures required by
Departments, including the preparation of a preliminary environmental assessment and
consideration of any historic and flood plain concerns.
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 Request for Release of Funds and certifications to be sent to Departments.
5. Assist the City with advertisement, public comments.
6. Assist in maintaining environmental review file.
7. Ensure compliance with EO 11988 for projects in the flood plains.
D. Acguisition (not anticipated)
1. Prepare required acquisition report(s).
2. Assist the City in obtaining documentation of ownership for City -owned property and /or
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 the City in negotiations with property owner(s).
7. Prepare required acquisition final reports and submit to Departments.
E. Labor Standards and Construction Management
1. Establish procedures to document expenditures associated with local construction of the
project (if force account is applicable).
• Assist the City in determining whether or not it will be necessary to hire
temporary employees to specifically carry out TDHCA/TxCDBG contract
activities.
• Assist the City in determining whether and /or what contract activities will be
carried out in whole or in part via force account labor.
• Assist the City in maintaining adequate documentation of personnel, equipment
and materials expended /used and their costs.
2. Assist the City in documenting compliance with all federal and state requirements related
to equal employment opportunity.
3. Assist the 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.
5. Request wage rates from Departments.
6. Assist the City with the advertisement for bids.
7. Make ten -day call to Departments.
8. Verify construction contractor eligibility with Departments.
9. Submit Notice of Start of Construction Form to Departments.
10. Conduct pre- construction conference and prepare minutes.
11. Review weekly payrolls and conduct compliance follow -ups.
12. Conduct employee interviews.
13. Process and submit change orders to Departments prior to execution.
14. Maintain Monthly Employment Utilization reports.
15. Obtain Certificate of Construction Completion /Final Wage Compliance Report and submit
to Departments.
16. Provide sample TxCDBG contract documents to engineer.
17. Review construction contract.
18. Submit any reports of additional classification and rates to Departments.
19. Provide general advice and technical assistance to City personnel on implementation of
project and regulatory matters.
F. Equal Opportunity / Fair Housing
1. Assist the City in developing, implementing and documenting new activities to
affirmatively further fair housing activities.
2. Maintain documentation of all project beneficiaries by ethnicity and gender.
3. Ensure compliance with Section 3 and Affirmative Action Plan.
4. Assist the City with Section 504 Self- Evaluation Review Form.
5. Assist the City with newspaper advertisement - Notice on Section 504 Compliance
Requirements.
6. Maintain correspondence concerning Contractor Equal Opportunity compliance.
7. Assist the City with Excessive Force Policy.
G. Relocation (not anticipated)
1. Assist the City in designing local relocation guidelines.
2. Assist the 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 relocates.
8. Ensure that all payments are made in a timely manner.
H. Economic Development Functions (Applicable to Texas Capital Fund Projects only)
1. Monitor status of leveraged funds.
2. Oversee execution of local loan contracts
3. Monitor employment creation and job goals.
4. Assist in preparing hiring plan.
5. Assist in developing loan reuse plan.
6. Monitor project compliance with Department requirements as specified in grant
agreement.
1. Rehabilitation of Private Property (Applicable to Housing Rehabilitation Projects only)
1. Prepare and submit local rehabilitation guidelines to Departments for approval.
2. Assist the City in establishing escrow account and obtaining Departments 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 Departments requirements.
J. Audit/Close -out Procedures
1. Prepare the final Project Completion Report, including Section 3, Monthly Employment
Utilization Report, Recipient Disclosure /Update Report, documentation of fair housing
activities and Certificate of Completion.
2. Attend and prepare necessary documentation for state monitoring visit.
3. Assist the City in responding to any monitoring findings.
4. Assist the City in resolving any third party claims.
5. Provide auditor with TDHCAITxCDBG audit guidelines.
( THE ABOVE SCOPE OF WORK IS INTENDED TO IDENTIFY THE MAJOR ELEMENTS ASSOCIATED
WITH THE MANAGEMENT AND IMPLEMENTATION OF PUBLIC WORK PROJECTS UTILIZING
TEXAS COMMUNITY DEVELOPMENT BLOCK GRANT /HOME HRA PROGRAM FUNDS. IT IS OUR
INTENTION AND PRACTICE TO PROVIDE OUR CLIENTS WITH ALL NECESSARY AND REQUIRED
ASSISTANCE TO SUCCESSFULLY COMPLETE THE PROGRAM MANAGEMENT ASPECT OF
THEIR PROJECT.
Administration /Management Services
TxCDBG Cost Estimate
Service
Financial Management
Recordkeeping Requirements
Environmental Clearance Procedures
Equal Employment Opportunity Requirements
Labor Standards Monitoring
Contract Close -Out
Total Cost Estimate:
Cost Percent
$3,000
15%
4,000
20%
4,000
20%
2,000
10%
3,000
15%
4,000
20%
$20,000 100%
THE ABOVE SERVICES IS INTENDED TO IDENTIFY THE MAJOR ELEMENTS ASSOCIATED WITH THE MANAGEMENT
AND IMPLEMENTATION OF PUBLIC WORK PROJECTS UTILIZING TEXAS COMMUNITY DEVELOPMENT BLOCK GRANT
FUNDS. IT IS OUR INTENTION AND PRACTICE TO PROVIDE OUR CLIENTS WITH ALL NECESSARY AND REQUIRED
ASSISTANCE TO SUCCESSFULLY COMPLETE THE PROGRAM MANAGEMENT ASPECT OF THEIR PROJECT
WITHIN THE COST ESTIMATE STATED.
"THIS COST ESTIMATE IS BASED ON A TXCDBG GRANT AWARD FOR AN INDIVIDUAL LOCATION /PROJECT TYPE.
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