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R-86-830 - 3/13/1986ATTEST: JO E LAND, City Secretary RESOLUTION NO. 130 WHEREAS, the City of Round Rock has received a Community Development Block Grant for certain captial improvements; and WHEREAS, the firm of Westbrook and Associates has submitted a proposal to provide the necessary administration of said grant; and WHEREAS, the City Council wishes to accept said proposal, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS That the Mayor is hereby authorized and directed to execute on behalf of the City an agreement with Westbrook and Associates for the necessary administration of the Community Development Block Grant, a copy of said agreement being attached hereto and incorporated herein for all purposes. RESOLVED this 13th day of March, 1986. F ' MIKE ROBINSON, Mayor City of Round Rock, Texas CONTRACT FOR PROFESSIONAL SERVICES PART I - AGREEMENT THIS AGREEMENT, entered into this 13 day of March , 1986 by and between the CITY OF ROUND ROCK, State of Texas (hereinafter called the "City ") acting herein by the Mayor hereunto duly authorized, and Gilson Westbrook & Associates acting herein by Gilson Westbrook (hereinafter called the "Consultant "). WITNESSETH THAT: WHEREAS, the City of Round Rock desires to implement a Texas Community Development grant under a general direction of the Texas Community Development Program; and Whereas the City desires to engage Gilson Westbrook & Asosicates to render certain services in connection with its Texas Community Development grant. NOW, THEREFORE, the parties do mutually agree as follows: 1. Scope of Services Project Management Financial Management Environmental and related clearances Labor Standards Compliance Equal Employment Opportunity Compliance Close -out procedures Miscellaneous services as required 2. Time of Performance. The services of Gilson Westbrook & Associates shall commence on March 13, 1986. In any event, all of the services required and performed hereunder shall be completed no later than March 13, 1988. 3. Access to Information. It is agreed that all information, data, reports and records and maps as are existing, avail- able and necessary for the carrying out of the work out- lined above shall be furnished to the Consultant by the City and its agencies. No charge will be made to the Consultant for such infor- mation and the City and its agencies will cooperate with the Consultant in every way possible to facilitate the performance of the work described in the contract. 4. Compensation and Method of Payment. The maximum amount of compensation and reiumbursement to be paid hereunder shall not exceed $ 20,000.00. Payment to the Consultant shall be based on satisfactory completion of identified milestones in,Part II - Payment Schedule of this Contract. 5. Indemnification. The Consultant shall comply with the requirements of all applicable laws, rules and regulations, and shall exonerate, indemnify, and hold harmless the City and its agency members from and against them, and shall assume full responsibility for payments of Federal, State and local taxes on contributions imposed or required under the Social Security, workmen's compensation and in- come tax laws. 6. Miscellaneous Provisions. a. This Agreement shall be construed under and accord with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. b. This Agreement shall be binding upon and ensure to the benefit of the parties hereto, and their respective heirs, executors, administrators, legal representatives, succes- sors and assigns where permitted by this Agreement. c. In any case one or more of the provisions contained in this Agreement shall for any reason be held to be in- valid, illegal or unenforceable in any such in- validity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall not be construed as if such invalid, illegal or unenforceable provision had never been contained herein. d. If any action at law or in equity is necessary to en- force or interpret the terms of this Agreement, the prevail- ing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. e. This Agreement may be amended by mutual agreement of the parties hereto and a writing to be attached to and incorporated into this Agreement. 7. Terms and Conditions. This Agreement is subject to the provi- sions titled, "Part III Terms and Conditions" and attached hereto and incorporated by reference herein. PART II PAYMENT SCHEDULE The City shall reimburse the consultant for management services provided for completion of the following project milestones per the following percentages of the maximum contract amount: 1) Establishment of Recordkeeping System 15% $ 2,500 2) Completion of Environmental /Special Conditions 40% 8,000 Clearance 3) Completion of all Acquisition Activities 20% 4,000 4) Labor Standards Compliance 5% 1,000 5) Completion of the Bid /Contract Award Process 10% 2,000 6) Completion of Construction 5% 1,000 7) Filing of all Required Close -out Information 5% 1,000 TOTAL 100% $20,000 PART III - TERMS AND CONDITIONS. 1. Termination of Contract for Cause. If, through any cause, the Consultant shall fail to fulfill in a timely and proper manner his /her obligations under this Contract, or if the Consultant shall violate any of the covenants, agreements, or stipulations of this Contract, the City, shall thereupon have the right to terminate this Contract by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Contract shall, at the option of the City become its property and the Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by ',the City by virtue of any breach of the Contract by the Consultant, and the City may withhold any payments to the Consultant for the purpose of set -off until such time as the exact amount of damages due the City, from the Consultant is determined. 2. Termination for Convenience of the City • The' City may terminate this Contract at any time by giving at least ten (10) days notice in writing to the Consultant. If the Contract is terminated by the C i t y as provided herein, the Consultant will be paid for the time provided and expenses incurred up to the termination date. If this Contract is terminated due to the fault of the Consultant, Paragraph 1 hereof relative to termination shall apply. 3. Changes. The C ity 'niay, from time to time, request changes in the scope of the services of the Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of the Consultant's compensation, which are mutually agreed upon by and between the City and the Consultant, shall be incorporated in written amendments to this Contract. 4. Personnel. a. The Consultant represents that he /she has, or will secure at his own expense, all personnel required in performing the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the City • b. All of the services required hereunder will be performed by the Consultant or under his /her supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under Slate and Local law to perform such services. c. None of the work or services covered by this Contract shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Contract. 5. Assignability. The Consultant shall not assign any interest on this Contract, and shall not transfer any interest•in the same (whether by , assignment or novation), without the prior written consent of the City thereto: Provided, however, that claims for money by the Consultant from 'the City under this Contract may be assigned to a bank, trust company, or other financial institution without such approval. Written notice of any such assignment or transfer shall be " furnished promptly to the City. 6. Reports and Information. The Consultant, at such times and in such forms as the City may require, shall furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Contract, the costs and obligations incurred or to be incurred to connection therewith, and any other matters covered by this Contract. 7. Records and Audits. The Consultant shall maintain accounts. and records, including personnel, property and financial• records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds, both Federal and non — Federal shares. These records will be made available for audit purposes to the City or any authorized representative, and will be retained for three years after the expiration of this Contract unless permission to destroy them is granted by the City. 8. Findings Confidential. All of the reports, Information, data, etc., prepared or assembled by the Consultant under this contract are confidential and the Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City. • 9. Copyright. No report, maps, or other documents produced in whole or in part under this Contract shall be the•subject of an application for copyright by or on behalf of the Consultant. 10. Compliance with Local Laws. The Consultant shall comply with all applicable laws, ordinances and codes of the State and local governments, and the Consultant shall save the City harmless with respect to any damages arising from any tort done In perrorming any of the work embraced by this Contract. I 11. Equal Employment Opportunity. During the performance of this Contract, the Consultant agrees as follows: a. The Consultant will not discriminate against any employee or applicant for employment because of race, creed, sex, color 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, creed, sex, color or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by • the City setting forth the provisions of this non - discrimination clause. b. The Consultant will, in all solicitation 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, creed, color, sex;'or national original. c. The Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. d. 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. e. The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his /her books, records, and accounts by the City's Department of Housing and Community Development and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. f. In the event of the Consultant's non - compliance with the non - compliance clauses of this Agreement or with any of such rules. regulations or orders, this Agreement may be cancelled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government 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. g. The Consultant will include the provisions of the paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to'any subcontract or.' ' purchase order as the City's . Department of Housing and Community Development may direct as a means of enforcing such provisions including sanctions for non - compliance: Provided, however, that in the event the . Consultant becomes involved in, oris threatened with, litigation with a subcontractor or vendor as a result of such direction by the City's Department of Housing and Community Development, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. 12. Civil Rights Act of 1964. ' Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to• discrimination under any program or activity receiving Federal. : financial assistance. 13. Section 109 of the Housing and Community Development Act of 1974., (a) No person in the United States shall on the ground of race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title. ' 14. "Section 3" Compliance in the Provision of Training, Employment and Business Opportunities. (a) lhe work•to'be performed under this contract is on a project assisted under a program providing direct Federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. Section 3 requires that to the • greatest extent feasible opportunities for training and employment be • given lower income residents of the project area and contracts for work in connection with the project be•awarded to business concerns which are located in, or owned in substantial part by persons residing in the area of the project. (b) lhe parties to this contract will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 C.F.R. 235, and all applicable rules and orders of the Department issued thereunder prior to the execution of this Contract. The parties to this Contract certify and agree that they are under no contractual or other disability which would prevent them from complying with these requirements. (c) The contractor will send to each labor organization or representative of workers with which he /she has a collective bargaining agreement or other contract or understanding, if any, a notice advising the said labor organization or workers' representative of his /her commitments under this Section 3 clause and shall post'copies of the notice in conspicuous places available to employees and applicants for employment or training. (d) The contractor will include this Section 3 clause in every subcontract for work in connection with the project and will, at the direction of the applicant for or recipient of Federal financial assistance, take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the latter has been found in violation of regulations under 24 C.F.R. Part 135 and will not let any subcontract unless the subcontractor has first provided it with a preliminary statement of ability to comply with the requirements of these regulations.. (e) Compliance with the provisions of Section 3, the regulations set forth In 24 C.F.R. Part 135, and all applicable rules and orders of the Department issued hereunder prior to the execution of the contract, shall be a condition of the federal financial assistance provided to the project, binding upon the applicant or recipient for such assistance, its successors and assigns. Failure to fulfill these requirements shall subject the applicant or recipient, its contractors and subcontractors, its successors and assigns to those sanctions specified by the grant or loan agreement or contract through which federal assistance is provided, and to such sanctions as are specified by 24 C.F.R. Part 135. 15. Section 503 Handicapped (if $2,500 or Over) Affirmative Action for Handicapped Workers (a) The contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: Employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, Including apprenticeship. (b) The contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act. (c) In the event of the contractor's non - compliance with the requirements of this clause, actions for non - compliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary_of Labor issued pursuant to the Act. (d) The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Director, provided by or through the contracting officer. Such notices shall state the contractor's obligation under the law to take affirmative action to employ and advance in employment qualified handicapped employees and apppllcants for employment, and the rights of applicants and employees. (e) The contractor will notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the contractor is bound by the terms of Section•503 of Rehabilitation Act of 1973, and is committed to take ,affirmative action to.employ and advance in employment physically and mentally handicapped individuals. (f) The contractor will include the provisions of this clause in every subcontract or purchase order of $2,500 or more unless exempted by rules, regulations, or orders of the Secretary issued pursuant to Section•503 of the Act,'so that such provisions will be binding upon each subcontractor with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for non - compliance. 16. Interest of Members of a City. No member of the governing body of the City and no other officer, employee, or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Contract; and the Consultant shall take appropriate steps to assure compliance. 17. Interest of Other Local Public Officials. No member of the governing body of the locality and no other public official of such locality, who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or Indirect, in this Contract; and the Consultant shall take appropriate steps to assure compliance. 18. Interest of Consultant and Employees. The Consultant covenants that he /she presently has no'interest and shall not acquire interest, direct or indirect, in the study area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of his /her services hereunder. The Consultant further covenants that in the performance of this Contract, no person having any such interest shall be employed. IN WITNESSETH HEREOF, the parties have hereunto set their hands and seals. CITY OF BY: BY: J