CM-2018-1933 - 11/2/2018CITY OF ROUND ROCK AGREEMENT FOR
CONSULTING SERVICES FOR
COMMUNITY DEVELOPMENT BLOCK GRANT PLANS
WITH
BBC RESEARCH & CONSULTING
THIS AGREEMENT for consulting services related to the completion of a Community
Block Grant (CDBG) Five -Year (2019-2023) Consolidated Plan and One -Year Annual Action
Plan (2019-2020) (the "Agreement") is made by and between the CITY OF ROUND ROCK, a
Texas home -rule municipal corporation with offices Iocated at 22I East Main Street, Round
Rock, Texas 78664-5299 (hereinafter referred to as "City"), and BBC RESEARCH &
CONSULTING, with oMces at 1999 Broadway, Suite 2200, Denver, Colorado 80202
(hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to contract for Consultant's professional consulting services
related to the completion of a CDBG 2019-2023 five -Year Consolidated Plan and a 2019-2010
One-Ycar Annual Action Plan; and
WHEREAS, City has determined there is a need for the delineated services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto ("effective date") and shall remain in full force and effect unless and until it
expires by operation of the term indicated herein or is terminated.
B. The term of this Agreement shall be for twenty-four (24) months from the
effective date of this Agreement.
2.01 SCOPE OF WORK
A. For the purposes of this Agreement, Consultant has issued its proposal for
services for the tasks delineated therein, such proposal for services being attached to this
Agreement as Exhibit "A" titled "Scope of Services," which document is incorporated herein for
all purposes.
00406192Iss2
B. Consultant shall satisfactorily provide consulting services as described in the
attached Exhibit "A," "Scope of Services." Consultant shall satisfactorily provide all services
and deliverables in a professional and workmanlike manner. Consultant's undertakings shall be
limited to performing services for City and/or advising City concerning those matters on which
Consultant has been specifically engaged.
3.01 CONSULTING FEE
In consideration for the consulting services to be performed by Consultant, City agrees to
pay Consultant in accordance with the fees set forth on page forty-one (41) of Exhibit "A" of the
Scope of Services ("Cost Proposal").
Not -to -Exceed Total Payment of Services: Consultant's total compensation for
consulting services hereunder shall not exceed Forty -Four Thousand Four Hundred Ten and
No/100 Dollars ($44,410.00). This amount represents the absolute Iimit of City's liability to
Consultant hereunder unless modified by Supplemental Agreement.
Payment for Reimbursable Expenses: There shall be no additional payments for
reimbursable expenses included in this Agreement.
4.01 TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed monthly
invoices to City, in accordance with the delineation contained herein, for services rendered. Such
invoices shall detail the services performed, along with documentation for each service
performed. Payment to Consultant shall be made on the basis of the invoices submitted by
Consultant and approved by City. Such invoices shall conform to the schedule of services and
costs in connection therewith.
Should additional backup material be requested by City relative to service deliverables,
Consultant shall comply promptly. In this regard, should City determine it necessary,
Consultant shall make all records and books relating to this Agreement available to City for
inspection and auditing purposes.
Eayment of Invoices: City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.06 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law.
5.01 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant
relating to additional work not directly authorized by Supplemental Agreement.
6.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect" on September
I of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This prompt Payment Policy does not apply to
payments made by City in the event:
(a) There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the
service performed that causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
(d) The invoice is not mailed to City in strict accordance with any instruction on
the purchase order relating to the payment.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then -current fiscal year.
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8.01 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor and is not City's employee. ConsuItant's
employees or subcontractors are not City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and City agree to the following rights
consistent with an independent contractor relationship:
(I) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant.
(S) Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
9.01 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to City's business and any other information which
reasonably should be understood to be confidential City is confidential information of City. If
applicable, Consultant's proprietary software, tools, methodologies, techniques, ideas,
discoveries, inventions, know-how, and any other information which reasonably should be
understood to be confidential to Consultant is confidential information of Consultant. City's
confidential information and Consultant's confidential information is collectively referred to as
"Confidential Information." Each party shall use Confidential Information of the other party
only in furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Infornation and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein
shall preclude or limit Consultant from providing similar services for other clients.
Neither City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
City and delivered to City under the terms of this Agreement; and if applicable, Consultant shall
own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes,
software, or other similar information which may have been discovered, created, developed or
derived by Consultant either prior to or as a result of its provision of services under this
Agreement.
10.01 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that City may terminate this
Agreement for the convenience of City, upon thirty (30) days' written notice to Consultant, with
the understanding that immediately upon receipt of said notice all work being performed under
this Agreement shall cease. Consultant shall invoice City for work satisfactorily completed and
shall be compensated in accordance with the terms hereof for work accomplished prior to the
receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated
profits for work terminated under this Agreement. Unless otherwise specified in this Agreement,
all data, information, and work product related to this project shall become the property of City
upon termination of this Agreement and shall be promptly delivered to City in a reasonably
organized form without restriction on future use. Should City subsequently contract with a new
consultant for continuation of service on the project, Consultant shall cooperate in providing
information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Tennination under this section shall
not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the non -defaulting party provides the defaulting party with written notice of such default and the
defaulting party fails to satisfactorily cure such default within ten (10) business days of receipt of
such notice (or a greater time if agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to
the actual costs incurred by Consultant in performing the work to the date of default. The cost of
the work that is useable to City, the cost to City of employing another firm to complete the
useable work, and other factors will affect the value to City of the work performed at the time of
default. Neither party shall be entitled to any lost or anticipated profits for work terminated for
default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating party and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory, or which is not performed in compliance with the tenns of this Agreement.
11.01 INDEMNIFICATION
Consultant shall comply with the requirements of all applicable laws, rules and
regulations, and shall indemnify, defend, and hold harmless City and its agents employees from
and against any and all claims, costs, suits and damages, including attorney's fees, arising out of
the Consultant's performance or nonperformance of the activities or services provided for in
connection with this Agreement.
12.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
13.01 DESIGNATION OF REPRESENTATIVE
City hereby designates the following representative authorized to act on its behalf with
regard to this Agreement:
Elizabeth Alvarado
Administration Coordinator - CDBG
City of Round Rock
221 East Main Street
Round Rock, TX 78664
(512) 341-3328
14.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
BBC Research & Consulting
1999 Broadway, Suite 2200
Denver, CO 80202
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
15.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to City at the expiration of the term of this Agreement.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel.
C. The parties acknowledge and agree that if this Agreement is made under a Federal
Award as defined in the Code of Federal Regulations (CFR), the City will adhere to the
provisions described in §200.326 of the CFR as set forth in Appendix II to Part 200 — Contract
Provisions for noir Federal Entity Contracts tinder Federal Reti,ards. In addition, the City
acknowledges and agrees that if 2 CFR part 180 regarding suspension and debarment applies to
this Agreement, the City is prohibited from contracting with or making prime or sub -awards to
vendors that are suspended or debarred or whose principles are suspended or debarred from
doing business with the Federal Government, State of Texas, of the City of Round Rock.
16.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
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17.01 DISPUTE RESOLUTION
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
18.011 FORCE MAJEURE
Notwithstanding any other provisions hereof to the contrary, no failure, delay or default
in performance of any obligation hereunder shall constitute an event of default or breach of this
Agreement, only to the extent that such failure to perform, delay or default arises out of causes
beyond control and without the fault or negligence of the party otherwise chargeable with failure,
delay or default; including but not limited to acts of God, acts of public enemy, civil war,
insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other
casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
19.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement.
Any void provision shall be deemed severed from this Agreement, and the balance of this
Agreement shall be construed and enforced as if this Agreement did not contain the particular
portion of provision held to be void. The parties further agree to amend this Agreement to
replace any stricken provision with a valid provision that comes as close as possible to the intent
of the stricken provision. The provisions of this Article shall not prevent this entire Agreement
from being void should a provision which is of the essence of this Agreement be determined
void.
20.01 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such
right or power or be construed to be a waiver. A waiver by either party of any of the covenants
to be performed by the other or any breach thereof shall not be construed to be a waiver of any
succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in
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writing and signed by an authorized representative of the party against whom such waiver or
discharge is sought to be enforced.
This Agreement shall evidence the entire understanding and agreement between the
patties and shall supersede any prior proposals, correspondence or discussions.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered one original. City agrees to provide Consultant with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By
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Title: ISM ° A ,.
Date Signed:r— !
For City, Attest:
By. .
Sara L. White, City Clerk
For City, Approved as to Form:
By:4J�Mfls LC;VY,
Stephan 4 Sheets, City Attorney
BBC Research & Consulting
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TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Consulting Services Agreement with BBC Research &
Consulting for the completion of a Community Development Block Grant
(CDBG) Five -Year Consolidated Plan (2019-2023) and a One -Year Annual
Action Plan (2019-2020).
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 11/2/2018
Dept Director: Brad Wiseman
Cost: $44,410.00
Indexes: CDBG HUD Entitlement Grants
Attachments: BBC Research LAF, Consulting Agreement w BBC Research with
attachment signed, CDBG Consulting Agreement - BBC (08-01-18)
(00406649xA08F8) (003) with proposal attachment, BBC CommGen and
WC COI 2017-2018, BBC WorkerComp 2018-2019 CERTIFICATE OF
INSURANCE, BBC Research bid tab CDBG 5 yr Con Plan
Department: Planning and Development Services Department
Text of Legislative File CM -2018-1933
The City of Round Rock Citizen Participation Plan requires that a Consolidated Plan be
adopted every five years as well as an annual action plan for every year of the five-year plan.
This five-year consolidated plan assesses the community characteristics and needs, identifies
priorities in addressing community needs and establishes specific objectives that the City
intends to initiate or complete during the following five-year period. The current five-year
consolidated plan is in its fifth year (2018-2019) and a new five-year consolidated plan
(2019-2023) and a new one-year annual action plan (2019-2020) is due at HUD next August
15, 2019. To ensure that the next five-year consolidated plan and one-year action plan is
developed accurately and completely and meet all HUD requirements, hiring a consultant that
specializes in developing these plans is recommended by HUD and is an eligible CDBG
administrative expense.
Consider executing a Professional Services Consulting Agreement with BBC Research &
Consulting for the preparation of the Community Development Block Grant (CDBG) Five -Year
Consolidated Plan (2019-2023) and One -Year Action Plan (2019-2020) in the amount of
$44,410.00.
Cityof Round Rock Page 1 Printed on 11/1/2016
Agende item Summery Continued iCM-2018-190
Cost: $44,410.00
Source of Funds: CDBG HUD Entitlement Grants
City of Round Rack Page 2 Printed an 41/'+12018