Ordinance No. 14,468ORDINANCE NO. 14,468
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO
NEGOTIATE AND EXECUTE A GRANT ADMINISTRATION SERVICES
AGREEMENT FOR DISASTER RECOVERY FUNDING WITH PUBLIC
MANAGEMENT, INC.; MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Grant Administration
Services Agreement for disaster recovery funding with Public Management, Inc.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the EDON
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uncil of the
City of Baytown this the 131h day of August, 20
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APPROVED AS TO FORM:
KAREN L. HORNER, Interim City Attorney
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Exhibit "A"
GRANT ADMINISTRATION SERVICES AGREEMENT
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KNOWN BY THESE PRESENTS:
COUNTY OF HARRIS
This Agreement is made this _ day of , 2020, by and between the City of
Baytown, Texas, acting by and through its City Council of the City of Baytown, Texas, hereinafter
referred to as the "City," and Public Management, Inc., a Texas corporation, hereinafter referred to as the
"Consultant"; and the Parties do hereby make and enter into the following agreement:
ARTICLE I.
Consultant
1.1 The Consultant, as an independent contractor, covenants and agrees to perform grant application
and administrative services associated with various grants to support infrastructure and property
buyout acquisition activities in Baytown for disaster recovery and mitigation purposes from one
or more of the following sources: (i) Community Development Block Grant through the State of
Texas General Land Office, (ii) Community Development Block Grant through Harris County,
(iii) Community Development Block Grant through the Houston -Galveston Area Council, (iv)
federal sources such as the Federal Emergency Management Agency (FEMA), and/or (v) other
local government or private sources (collectively the "Grants"). Such services shall be performed
by the Consultant in accordance with the terms of this Agreement together with the terms of the
applicable grant contract award and work authorization, the form of which is attached hereto as
Exhibit "A" and incorporated herein for all intents and purposes (the "Work Authorization"). The
Consultant covenants and agrees to perform the services in a professional manner. The
Consultant shall complete the scope of work described in Article II for each Work Authorization
and shall submit reports to the City and to other entities as required by the applicable grant.
1.2 The Consultant shall provide its services under this Agreement with the same degree of care, skill
and diligence as is ordinarily provided by such professional under similar circumstances. The
Consultant will further give professional consultations and advice to the City during the
performance of the services under this Agreement.
ARTICLE II.
Scone of Work
2.1 The Consultant will perform the following professional services related to the Grants for each
Work Authorization, as more specifically detailed in Exhibit "B," which is attached hereto and
incorporated herein for all intents and purposes, and the corresponding Work Authorization:
a. Pre -Funding Services. For each Grant, the Consultant will develop project scope and
complete all related funding applications. The Consultant will also work with various
City departments, including Engineering, Public Works, Planning and Finance, as
applicable, to provide necessary documents and concise information to various funding
entities relating to the disaster recovery funding applications. The required information
shall be submitted in a format acceptable to the applicable funding entity.
Grant Administration Services Agreement. Page 1 A---
b. Post -Funding Services. The Consultant will administer and complete infrastructure,
utilities, buyouts. acquisition, and all eligible projects appropriate for funding by the
Grants. The Consultant must follow all requirements of the applicable funding entity.
c. General Administration Services. In addition to general administrative duties and
construction management, the Consultant will provide infrastructure -related services
such as, but not limited to, acquisition and environmental services as described in
Exhibit "B." In relation to property buyouts, the Consultant will provide case
management services including, but not limited to, site inspections, environmental
services and all related closing documents and procedures.
2.2 It is expressly understood and agreed that the services required herein will not be complete until
the services set forth herein for each Grant are complete and accepted by the City. The
Consultant will, without additional compensation, revise program documents as necessary in
order for the City to obtain final approval by the applicable funding entity.
2.3 Pursuant to this Agreement, the City shall have the option to obtain the services of the Consultant
to perform additional services. Such additional services shall be described in a written
amendment to this Agreement, as agreed mutually by the City and the Consultant, including a
description of the additional work, associated compensation, and time schedule as applicable.
Such amendment must be finally agreed to and fully executed prior to the City being liable for
expenses associated with any additional services.
ARTICLE III.
Consultant Personnel
3.1 The Consultant represents that it has or will secure at its own expense all personnel required in
performing the services under this Agreement. Such personnel shall not be employees of or have
any contractual relationship with the City.
3.2 The Consultant may contract with subconsultants for portions of the work or services under this
Agreement with the prior written approval of the City. Any work or services subcontracted
hereunder shall be specified by a written contract and shall be subject to the provisions of this
Agreement.
ARTICLE IV.
Support Services
4.1 To the extent authorized by law, the readily available existing data and documentation obtained
by the City that are relevant to the accomplishment of the Scope of Work specified in Article II
and the Work Authorization shall be made available by the City for use by the Consultant. The
City will provide the best documentation and data that it possesses; however, in providing such
data and documentation, the City makes no warranty as to the accuracy or reliability of the same.
Furthermore, the existing data and documentation shall be provided in a format as approved by
the City. Nothing contained herein shall be construed as requiring the City to tender information
in any particular format, including shape files.
4.2 The City shall consider and act on all documents and project work items submitted by the
Consultant that require review, comments or approval by the City within a reasonable period of
Grant Administration Services Agreement, Page 2 n /
time so as to enable the Consultant to complete the work on schedule as provided in Article V of
this Agreement.
ARTICLE V.
Time of Performance
5.1 The Consultant shall commence services upon execution of this Agreement and receipt of written
notice to proceed from the City.
5.2 The Consultant shall complete the services described in Article II in accordance with the timeline
in each Grant, unless the scope of work and time of performance are changed in accordance with
Article X or Section 14.1.
5.3 This agreement shall extend and be in full force until the completion and acceptance by the City
of the tasks set forth in Exhibit "B."
5.4 The completion schedule set forth in this Article V may be subject to causes that result in delay
over which neither the Consultant nor the City has any control. Notification and justification of
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 Section 14.1.
5.5 Except for the indemnity, release, and the tail coverage required in Article XIII, this Agreement
shall terminate upon the City's final acceptance of work completed by the Consultant, unless
otherwise terminated or modified as hereinafter provided.
ARTICLE VI.
Compensation to Consultant
6.1 Subject to Section 6.4, the City shall compensate the Consultant for the professional services
performed under this Agreement. For the basic services described in Exhibit "B," the City shall
pay the Consultant in full payment for services rendered an amount as indicated hereinbelow
based upon the percentage of completion of each task as determined in the sole reasonable
discretion of the City Manager. The fee for each Grant will be based upon each Grant's final
award amount. The City reserves the right to renegotiate fees based upon the type and scope of
the Project being pursued. It is agreed that upon determination of total funding request amount,
Consultant and the City will execute a Work Authorization that will detail the final contract
amount and cost for services. It is also agreed that payments to such Consultant shall be subject to
adjustment where monitoring reviews or audits by the funding agency indicate that personal
services were compensated at greater than reasonable rates.
a. Application Services. For work associated with Community Development Block Grant
Disaster Recovery (CDBG-DR) or Community Development Block Grant Mitigation
(CDBG-MIT) and in consideration of the foregoing, the City shall pay Consultant a fee
not to exceed ZERO AND NO 100 DOLLARS ($0.00) for Application Preparation
Services.
b. Administrative Services. For administrative services associated with Community
Development Block Grant Disaster Recovery (CDBG-DR) or Community
Development Block Grant Mitigation (CDBG-MIT), the City shall pay Consultant a fee
Grant Administration Services Agreement, Page 3 ^ /
not to exceed the maximum percentage on the table below for Administrative Services,
as may be amended by the applicable Work Authorization, based upon the final grant
award amount.
$0 - $249,999
13.00%
$32,499.87
$250,000 - $749,999
11.00%
$82,499.89
$750,000 - $999,999
10.00%
$99,999.90
$1,000,000 - $10,000,000
8.00%
$800,000.00
$10,000,001 - $25,000,000
7.00%
$1,750,000.00
$25,000,001 - $50,000,000
6.00%
$3,000,000.00
$50,000,001 - $100,000,000
5.75%
$5,750,000.00
$100,000,001 +
4.50%
Based on Final Award Amoun
6.2 For additional services rendered pursuant to Section 2.3, the City shall compensate the Consultant
in the manner similar to the basic services and in accordance with the maximum amount payment
and other terms as specified in the amendatory agreement providing for the additional services.
6.3 Payment shall be made only after receipt of a detailed statement showing the work performed and
the time spent performing the same. The progress report letter will describe the basic or
additional services performed and the work accomplished during the report period, as well as any
problems or delays encountered and actions taken to remedy them. Each statement shall be
certified as true and correct by an officer of the Consultant. Each invoice is due and payable by
the City within thirty (30) calendar days following the date of the City's receipt of an approved
invoice by the applicable funding entity. However, the City shall not be obligated to pay the full
amount of an invoice if there is a dispute in the bill tendered by the Consultant to the City for
payment or in the reimbursement received by the applicable funding entity for the services. The
City will not dispute payment of bills in an unreasonable manner. IF there is a dispute, the City
shall pay only the undisputed amount. Any dispute pertaining to the percentage to be paid under
section 6.1, the delay resulting from an event of force majeure pursuant to section 14.1 or in the
amount billed on an invoice in excess of $250.00 shall require a face-to-face meeting between a
representative from Consultant and a representative from the City to discuss the basis for the
dispute and a method by which to resolve the dispute. This meeting must be requested within
forty-five (45) calendar days of the date the bill is received by the City.
6.4 The terms of this Agreement are contingent upon the City's receipt of funding from the Grants
and the execution of a Work Authorization by the parties hereto.
6.5 If Consultant, at any time during the term of this agreement, incurs a debt, as that word is defined
in section 2-662 of the Code of Ordinances of the City of Baytown and attached hereto as Exhibit
"C," it shall immediately notify the City's Director of Finance in writing. If the City's Director of
Finance becomes aware that Consultant has incurred a debt, the City's Director of Finance shall
immediately notify Consultant in writing. If Consultant does not pay the debt or dispute the debt
within 30 calendar days of either such notification, the City's Director of Finance may deduct
funds in an amount equal to the debt from any payments owed to Consultant under this
Agreement, and Consultant waives any recourse therefor.
Grant Administration Services Agreement, Page 4 /
ARTICLE VII.
Product of Services. Copyright
7.1 The Consultant and the City mutually agree that reports and materials prepared or developed
under the terms of this Agreement shall be delivered to and become the property of the City. The
Consultant shall have the right to retain copies and to utilize the product of its services for
marketing purposes, except for any confidential information, as defined in Article XI hereof.
7.2 Nothing produced in whole or in part by the Consultant under this Agreement shall be subject to
application for copyright by or for the Consultant.
7.3 The Consultant hereby grants and conveys an ownership interest to the City in all work products
relating to the services required to be performed in this Agreement without additional
compensation.
ARTICLE VIII.
Private Interest of Public Officials and Consultant
8.1 No employee, agent or member of the City Council of the City shall have any financial interest,
direct or indirect, in this Agreement or the proceeds thereof.
ARTICLE IX.
Certifications of Consultant
9.1 The Consultant has not employed or retained any company or person, other than a bona fide
employee working solely for the Consultant, to solicit or secure this Agreement, and that it has
not been paid or agreed to pay any company or person other than a bona fide employee working
solely for the Consultant, any fee, commission, percentage, brokerage fee, or any other
consideration contingent upon or resulting from the award or making of this Agreement.
9.2 The Consultant presently has no interest and shall not acquire any interest, direct or indirect,
which would conflict in any manner or degree with the performance of services under this
Agreement.
ARTICLE X.
Changes or Termination
10.1 This Agreement may not be altered, changed or amended except by instrument in writing
executed by the parties hereto, which instrument may include an amendment to this Agreement or
a Work Authorization.
10.2 The City may, from time to time, request changes in the scope of work and time of performance
for 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 Agreement or in a Work Authorization.
Grant Administration Services Agreement, Page 5 n /
10.3 This Agreement, with the exception of the indemnity, release and tail coverage required in Article
XIII, may be terminated before the expiration date specified in Article V by any of the following
conditions:
a. Right of either party to terminate for cause. This Agreement may be terminated by either
of the parties hereto for failure by the other party to perform in a timely and proper
manner its obligation under this Agreement. A signed written notice of such termination
shall be delivered to the other party by registered or certified mail; and such termination
shall take effect twenty (20) calendar days after the notice is deposited in the mail,
provided that the failure to perform has not been remedied in full prior to the expiration
of the twenty -calendar -day period. By such termination, either party may nullify
obligations already incurred for the performances or failure to perform before the
termination date.
b. Right of the City to terminate for convenience. This Agreement may also be terminated
by the City for reasons other than failure by the Consultant to perform in a timely and
proper manner its obligations under this Agreement. A signed, written notice of such
termination shall be delivered to Consultant by registered or certified mail, and such
tennination shall take effect not less than seven calendar days following the date that the
notice is deposited in the mail or at 5:00 p.m. on the date the notice is received by the
Consultant, whichever is sooner.
10.4 Upon receipt of a notice of termination under Section 10.3, the Consultant shall, unless the notice
otherwise directs, immediately discontinue all services in connection with the performance of this
Agreement. Within thirty (30) calendar days after the conditions specified in Sections 10.3 and
10.4 being met or within thirty (30) calendar days after the Consultant submits a statement of the
actual services performed and payment requested, or within thirty (30) calendar days after the
City's receipt of all data, study products and all other work products required to be tendered to the
City, whichever is later, the City shall pay the Consultant costs allowed in this Agreement which
are actually incurred, less previous payments. The City will only be obligated to compensate the
Consultant in a just and equitable manner for those services actually performed prior to the
effective date of termination. Data, study products and all other work product prepared by
Consultant under this Agreement shall be delivered to the City within thirty (30) calendar days
after the receipt of the notice of termination if terminated by the City or within thirty (30)
calendar days after tendering the notice of termination if terminated by the Consultant.
10.5 Notwithstanding the provisions of Section 10.3 above, Consultant shall not be relieved of liability
to the City for damages sustained by the City by virtue of any negligent act or omission or any
breach of the Agreement.
ARTICLE XI.
Confidentiality
11.1 Any information determined by the City to be confidential pursuant to the Texas Public
Information Act that is provided to or developed by the Consultant in the performance of this
Agreement shall be kept confidential and shall not be made available to any individual or
organization by the Consultant without prior written approval of the City. Consultant may make
such information available to third parties in compliance with an order from a court, the State of
Texas, the United States government or applicable funding entity after five (5) calendar days'
written notice to the City that the Consultant intends to release the information.
Grant Administration Services Agreement, Page 6
ARTICLE XII.
Insvection of Records
12.1 The City, the agency, the U.S. Department of Housing and Urban Development (HUD) and/or
Federal Emergency Management Administration (FEMA), Inspectors General, the Comptroller
General of the United States, or any of their duly authorized representatives, shall have access to
any books, documents, papers, and records of Consultant which are directly pertinent to this
Program, for the purpose of making audit, examination, excerpts, and transcriptions, and to close
out the City's contract. Consultant agrees hereby to maintain all records made in connection with
the Program for a period of three (3) years after the City makes final payment and all other
pending matters are closed. All subcontracts of Consultant shall contain a provision that the City,
the agency, and the Texas State Auditor's Office, or any successor agency or representative, shall
have access to all books, documents, papers and records relating to subcontractor's contract with
Consultant for the administration, construction, engineering or implementation of the Program
between the agency and the City.
12.2 Any time during normal business hours and as requested by the City, the Consultant shall make
available to the City for examination all of its project records with respect to all matters covered
by this Agreement and will allow the City to review, examine and make excerpts from such
records, and to make copies of all contracts, invoices, materials, payrolls, records of personnel,
conditions of employment and other data relating to all matters covered by this Agreement. The
financial records of the Consultant will be available upon request by the City's representative in a
timely manner at City Hall, for audit purposes to the City or its authorized representative. In any
event, the financial records shall be made available to the City within (10) calendar days of the
City's request for the same. All copies made by the City pursuant to this Section shall be made at
the sole cost and expense of the Consultant.
ARTICLE XIII.
Insurance and Indemnification
13.1 Throughout the term of this Agreement, the Consultant, at its own expense, shall purchase,
maintain and keep in force and effect insurance against claims for injuries to or death of persons
or damages to property which may arise out of or result from the Consultant's services, whether
such services be by the Consultant, its agents, representatives, volunteers, employees or
subconsultants or by anyone directly or indirectly employed by any of them, or by anyone for
whose acts any of them may be liable.
13.2 The Consultant's insurance coverage shall be primary insurance with respect to the City, its
officers, agents and employees. Any insurance or self-insurance maintained by the City, its
officials, agents and employees shall be considered in excess of the Consultant's insurance and
shall not contribute to it. All coverage for subconsultants shall be subject to all of the
requirements stated herein.
13.3 The insurance coverage herein shall, at a minimum, meet the following requirements:
Commercial General Liability (CGL)
General Aggregate: $2,000,000
Products & Completed Operations: $1,000,000
Grant Administration Services Agreement, Page 7 /�
r Personal & Advertising Injury: $1,000,000
➢ Per Occurrence: $1,000,000
➢ Coverage shall be broad form CGL
➢ No coverage shall be excluded from standard policy without notification of
individual exclusions being attached for review and acceptance
➢ Waiver of subrogation required
Business Automobile Policy (BAP)
Combined Single Limits: $1,000,000
➢ Coverage for "Any Auto.
➢ Waiver of Subrogation required
Workers' Compensation Insurance
Statutory Limits
➢ Employer's Liability $500,000
➢ Waiver of Subrogation required
13.4 Prior to any work being performed on the site, the Consultant shall file with the City valid
Certificates of Insurance and endorsements acceptable to the City. Such Certificates shall contain
a provision that coverage afforded under the policies will not be canceled, suspended, voided, or
reduced until at least thirty (30) calendar days' prior written notice has been given to the City via
certified mail, return receipt requested.
13.5 The Consultant shall also file with the City valid Certificates of Insurance covering all
subconsultants.
13.6 The following are general requirements applicable to all policies:
13.7
➢ Insurance carrier must have an A.M. Best Rating of A-: VII or better.
➢ Only insurance carriers licensed and admitted to do business in the State of Texas will be
accepted.
➢ Liability policies must be on occurrence form.
➢ The City, its officers, agents and employees are to be added as Additional Insureds to all
liability policies.
➢ A waiver of subrogation in favor of the City is required on all policies.
➢ Upon request and without cost to the City, certified copies of all insurance policies
and/or certificates of insurance shall be furnished to the City.
➢ Upon request and without cost to the City, loss runs (claims listing) of any and/or all
insurance coverage shall be furnished to the City.
➢ All insurance required herein shall be secured and maintained in a company or companies
satisfactory to the City, and shall be carried in the name of the Consultant. The Consultant
shall provide copies of insurance policies required hereunder to the City upon request.
THE CONSULTANT AGREES TO AND SHALL INDEMNIFY AND
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS
THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
Grant Administration Services Agreement, Page 8 n /
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO
ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT,
ARISING OUT OF, OR IN CONNECTION WITH THE WORT{
DONE BY THE CONSULTANT UNDER THIS AGREEMENT
CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF THE
CONSULTANT. IT IS THE EXPRESS INTENTION OF THE
PARTIES HERETO, BOTH THE CONSULTANT AND THE CITY,
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH
IS INDEMNITY BY THE CONSULTANT TO INDEMNIFY AND
PROTECT THE CITY FROM THE CONSEQUENCES OF THE
CONSULTANT'S OWN NEGLIGENCE, WHETHER THAT
NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF
THE RESULTING INJURY, DEATH OR DAMAGE. SUCH
INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY
ARISING FROM THE PERSONAL INJURY, DEATH, OR
PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR
RESULTS FROM THE NEGLIGENCE OF THE CITY. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE CITY FROM WHICH THE CITY IS
INDEMNIFIED, THE CONSULTANT FURTHER AGREES AND
COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY
LEGAL COUNSEL ACCEPTABLE TO THE CITY.
The indemnity provided hereinabove shall survive the termination and/or expiration of this
Agreement.
13.8 By this Agreement, the City does not consent to litigation or suit, and the City hereby
expressly revokes any consent to litigation that it may have granted by the terms of this
Agreement or any other contract or agreement, any charter, or applicable state law.
Nothing herein shall be construed so as to limit or waive City's sovereign immunity. The
Consultant assumes full responsibility for its work and services performed hereunder and
hereby releases, relinquishes and discharges the City, its officers, agents, and employees
from all claims, demands, and causes of action of every kind and character, including the
cost of defense thereof, for any injury to or death of any person (whether they be either of
the parties hereto, their employees, or other third parties) and any loss of or damage to
property (whether the property be that of either of the parties hereto, their employees, or
other third parties) that is caused by or alleged to be caused by, arising out of, or in
connection with the Consultant's work and/or services to be performed hereunder. This
release shall apply with respect to the Consultant's work and/or services regardless of
whether said claims, demands, and causes of action are covered in whole or in part by
insurance.
Grant Administration Services Agreement, Page 9 ^ /
ARTICLE XIV.
:Miscellaneous Provisions
14.1 Neither the City nor Consultant shall be required to perform any term, condition or covenant of
this Agreement while such performance is delayed or interrupted by acts of God, material or labor
restrictions by any governmental authority, civil riot, flood, hurricanes or other natural disasters,
any other cause not within the control of the City or Consultant that by the exercise of due
diligence the City or Consultant is unable, wholly or in part, to prevent or overcome and
supersedes all prior agreements and understandings between City and Consultant concerning the
subject matter of this Agreement. Any such delay in performance shall be excused only for the
same amount of time as the occurrence giving rise to the delay shall have lasted or such period of
time as is reasonably necessary after such occurrence abates for the effects thereof to have
dissipated as determined in the sole reasonable discretion of the City.
14.2 This Agreement, along with the applicable Work Authorization, constitutes the entire agreement
between the City and Consultant and supersedes all offers, negotiations, and other agreements of
any kind. There are no representations or understandings of any kind not set forth herein. No
agreements, amendments, modifications, implied or otherwise, shall be binding on any of the
parties unless set forth in writing and signed by both parties. Should there be any conflict
between this Agreement and a Work Authorization, the Work Authorization shall control for the
specific grant only.
14.3 If one or more of the provisions of this Agreement or the application of any provision to any party
or circumstance is held invalid, unenforceable or illegal in any respect, the remainder of this
Agreement and the application of the provision to other parties or circumstances shall remain
valid and in full force and effect.
14.4 Any notice required to be given pursuant to the terms and provisions of this Agreement shall be
in writing and shall be mailed by certified or registered mail addressed as set forth below or at
such other address as may be specified by written notice:
CONSULTANT
Public Management, Inc.
Attn: Patrick K. Wiltshire, President
P.O. Box 1827
Cleveland, TX 77328-1827
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
14.5 The waiver by either party of a breach of any provision of this Agreement shall not constitute a
waiver of any subsequent breach of this Agreement.
14.6 The Consultant shall not assign any interest in this Agreement and shall not transfer any interest
in the same without the prior written consent of the City thereto.
Grant Administration Services Agreement, Page 10 n /
14.7 This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit the Consultant and the City only.
14.8 The parties agree that this Agreement shall not be construed in favor of or against any party on
the basis that the party did or did not author this Agreement.
14.9 The City and Consultant each bind itself and its successors, executors and administrators and
assigns of such other parties, in respect to all covenants of this Agreement. Nothing herein shall
be construed as creating any personal liability on the part of any officer, board member,
commissioner, employee or agent of the City.
14.10 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 Agreement.
14.11 Each provision and clause required by law to be inserted into the Agreement shall be deemed to
be included herein, and this Agreement 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 Agreement shall be amended to make such insertion on application by either party.
14.12 The failure on the part of any party herein at any time to require the performance by the other
party of any portion of this Agreement shall not be deemed a waiver of or in any way affect that
party's rights to enforce such provision or another provision in the future. Any waiver by any
party herein of any provision hereof shall not be taken or held to be a waiver of any other
provision hereof or any other breach hereof.
14.13 Any and all representations and conditions made by the Consultant and the City under this
Agreement are of the essence of this Agreement and shall survive the execution, delivery and
termination of it, and all statements contained in any documents required by the City, whether
delivered at the time of execution or at a later date, shall constitute representations hereunder.
14.14 In the event of default by any party herein, all other parties shall have all rights and remedies
afforded to it at law or in equity to recover damages and to interpret or enforce the terms of this
Agreement. The exercise of any one right or remedy shall be without prejudice to the
enforcement of any other right or remedy allowed at law or in equity.
14.15 This Agreement is performed in Harris County, Texas, and is subject to all applicable Federal and
State laws, statutes, codes, and any applicable permits, ordinances, rules, orders and regulations
of any local, state or federal government authority having or asserting jurisdiction.
14.16 In the performance of this Agreement, the Consultant will not discriminate against any employee
or applicant for employment or assistance because of race, color, religion, age, sex or national
origin. The Consultant will, in all solicitations or advertisements for employees placed by or on
behalf of it, state that it is an equal opportunity employer.
14.17 Two copies of this Agreement are executed; each shall be deemed an original.
14.18 The parties acknowledge that they have read, understand and intend to be bound by the terms and
conditions of this Agreement.
Grant Administration Services Agreement, Page 11 ^ /
14.19 The section headings are used in this Agreement for convenience and reference purposes only and
are not intended to define, limit or describe the scope or intent of any provision of this Agreement
and shall have no meaning or effect upon its interpretation.
14.20 Words of any gender used in this Agreement shall be held and construed to include any other
gender, and words in the singular number shall be held to include the plural, and vice versa,
unless context requires otherwise.
14.21 The officers executing this Agreement on behalf of the parties hereby confirm that such officers
have full authority to execute this Agreement and to bind the party he she represents.
IN WITNESS HEREOF, the parties have executed this agreement in duplicate originals at
Baytown, Harris County, Texas.
CITY OF BAYTOWN
RICHARD L. DAVIS
City Manager
ATTEST:
LETICIA BRYSCH
City Clerk
APPROVED AS TO FORM:
KAREN L. HORNER
Interim City Attorney
PUBLIC MANAGEMEN N .
PATRICK K. WILTSHIRE
President
STATE OF TEXAS
COUNTY OF HARRIS
Before me, , the undersigned notary public, on this day personally
appeared Patrick K. Wiltshire, the President of Public Management, Inc., on behalf of such corporation
known to me;
proved to me on the oath of ; or
Grant Administration Services Agreement, Page 12
proved to me through his/her current
(description of identification card or other document issued by the federal government or
any state government that contains the photograph and signature of the acknowledging
person)
(check one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of 12020.
Notary Public in and for the State of
Texas
My commission expires:
Ul(arenTiles\Contracts Public Management\2020 Grant Administration Services Agreement.doc
Grant Administration Services Agreement, Page 13 A/
Exhibit "A"
WORD AUTHORIZATION
For work associated with
(Name of Grant), Consultant agrees to perform the Scope of Work as modified as follows:
In consideration of such services, the City agrees to pay Consultant a fee not to exceed:
based upon the following schedule:
GENERAL ADMINISTRATIVE SERVICES
Kick-off Meeting & Start-up Package
$
Environmental Notice to Proceed
$
Authority to Use Grant Funds
$
Bid Advertise
$
Construction Notice to Proceed
$
As-Builts/COCC/FWCR
$
Closeout Packet Approval
$
Subtotal
$
ENVIRONMENTAL SERVICES
Environmental Services
$
Subtotal
$
TOTAL FEE
$
It is also agreed that payments to the Consultant shall be subject to adjustment where monitoring reviews or audits
by the City indicate that personal services were compensated at greater than reasonable rates.
Consultant City
PATRICK K. WILTSHIRE, President RICHARD L. DAVIS, City Manager
ATTEST: ATTEST:
Secretary LETICIA BRYSCH, City Clerk
Exhibit "A," Page Solo 4/
Exhibit "B"
SCOPE OF WORK
Scope of Work: The Consultant will assist the City with fulfilling federal, state, county and local
statutory responsibilities for each Grant. Grant administrative services must be performed in compliance
with statutes and guidelines issued by the applicable funding entity for each Grant. If managing more than
one source of funding, compliance for each source of funding must be maintained separately and apart
from any other funding source. The Consultant shall coordinate all activities and other service providers
with regard to the preparation of the application. The tasks in the scope of work shall in all respects
comply with the applicable funding entity's requirements for the Grant and shall include, but not be
limited to:
PRE -FUNDING SERVICES
Task 1: General Application Preparation.
The Consultant will prepare the application as directed by the City to apply for available funding sources
adherent to the state and federal agencies' guidelines. The Consultant will coordinate all activities and
other service providers with regard to the preparation of the application, including, but not limited to:
• Review of proposed project for program compliance and will work with City staff to provide an
overview of damage assessment;
• Advise on important deadlines and procedures;
• Schedule project meetings with City staff to evaluate proposed project and timeframes;
• Prepare project description in conjunction with staff and project engineer;
• Evaluate project objective and develop timelines milestones;
• Prepare project maps in ArcGIS and PDF format;
• Prepare necessary preliminary Environmental Compliance documentation;
• Conduct public hearings (as applicable) for application submission and attend City meetings to
address application development;
• Package complete application with all pertinent supplemental documentation for the City to
review prior to submission;
• Identify and document beneficiaries; and
• Advise the City on funding availability, anticipated scoring, selection and award process.
Task 2: Application Preparation for Mitigation Projects (as applicable).
In addition to general application preparation services, the Consultant will provide grant application
development services, to include Benefit Cost Analysis (BCA) completion, for applications associated
with Hazard Mitigation Assistance Grant programs (including, but not limited to, Flood Mitigation
Assistance (FMA), Pre -Disaster Mitigation (PDM) and Hazard Mitigation Grant Program for mitigation
activities). The Consultant shall Prepare and submit applications for grant funding in compliance with local,
state and federal requirements.
• Review Notices of Intent;
• Develop and implement local criteria to prioritize applicants;
• Facilitate the collection homeowner information as needed to develop grant application;
• Identify and evaluate candidate projects suitable for grant funding;
• Provide written overview of drainage project evaluations to include list of data needs;
• Conduct water surface reduction analysis for potential drainage project areas;
• Provide written report summarizing results of water surface reduction analysis with estimated
benefit calculations for each reduction scenario;
• Complete Benefit Cost Analysis for candidate drainage projects;
• Complete project scope of work, cost estimate, schedule and justifications and all other elements
of grant application;
• Complete Benefit Cost Analysis calculations for properties to be included in grant application;
• Provide recommendation to the City of which properties or drainage projects to include in grant
application based on HMA guidance and Benefit Cost Analysis calculations;
• Conduct review and analysis of data to validate property classification and cost estimates;
• Assist the City with execution of required certifications and other documents;
• Assist the City with the completion and submittal of grant applications; and
• Respond to requests for information post -application submittal (RFIs).
Task 3: Flood Protection Planning (as applicable).
• In addition to general application preparation services, the Consultant will support the City in
coordinating application development for the Texas Water Development Board Flood Protection
Planning Program.
• Coordinate and prioritize flood protection planning, flood early warning systems, and flood
response activities;
• Identify watershed for which flood protection will be addressed;
• Identify how the project will reduce the loss of life and property;
• Develop project schedule and budget;
• Provide TWDB with requested population and beneficiary documentation; and
• Develop required Written Assurances.
POST -FUNDING SERVICES
GENERAL ADMINISTRATION SERVICES
Task 4: Administrative Duties.
The Consultant will coordinate, as necessary, between the City and any other appropriate service
providers (i.e. Engineer, Environmental, etc.), contractor, subcontractor and/or administrative agency to
effectuate the services requested.
• Oversee the project and achieve all of the project goals within the constraints given by the
funding agency;
• Develop and implement project phases to plan, budget, oversee, and document all aspects of the
specific project; and
• Coordinate all activities related to the project's successful completion with all other professionals
and organizations associated with this project;
Task 5: Recordkeeping.
The Consultant will assist the City with maintaining all records generated by the program. This includes
all records required by the funding agency and the City (i.e. program management records).
• Complete filing system will be developed and maintained at the City's office;
• Both physical and electronic form of records will be developed and accessible;
• Records will be updated as necessary to ensure compliance with funding source and
administrative agency; and
• Records will be retained for the appropriate period of time as dictated by the funding agency,
with electronic records available for perpetuity.
Task 6: Financial Management.
Exhibit "B," Page 16�
The Consultant will assist the City in keeping the general journal, general ledger, cash receipts journal
and all other necessary financial documents, as well as monitor the City's financial system.
• Utilize and assist with the agency's system of record to complete milestones, submit
documentation, reports, draws, change requests, etc.;
• Request fund expenditure in line with project milestones;
• Develop a detailed Contract Ledger;
• Establish a filing system that accurately and completely reflects the financial expenditures of the
program and project(s); and
• Keep track of disbursement of funds and ensure that the vendors are paid within the required
timeframe set out by the funding agency.
Task 7: Construction Management.
The Consultant will coordinate and supervise the project to ensure designated activities are realizing the
intended outcomes as stated in contract documents. The Consultant will oversee specialized contractors
and other personnel and allocate necessary resources.
• Assist the City in submitting/setting up project applications in the Agency's system of record;
• Coordinate the development, completion, and execution of contract documents to ensure
supporting documentation is in order;
• Conduct regular on -site visitations and assessments;
• Develop and maintain construction management status log; and
• Recommendation and development of scope realignments as prescribed by the project's
complexities.
Task 8: Flood Protection Planning (as applicable).
In addition to general administrative services, the Consultant will work with the City to provide
support and the necessary administrative services to successfully implement and complete flood
protection planning projects.
• Assist the City with establishing formal and direct contact with appropriate entities affected by
the project and in coordinating with existing flood protection planning activities in the watershed;
• Develop detailed budgets for subcontracts;
• Schedule and assist facilitating, at a minimum, three (3) required public meetings; and
• Submit planning studies for review.
CONTRACT ADMINISTRATION SERVICES
Task 9: Administrative Duties.
The Consultant will work with the City's staff to provide the necessary administrative and planning
services to see the project to completion. The Consultant will meet with officials on a regular basis to
review progress on the objectives of the project and then take actions to see that those objectives are met.
• Act as the City's liaison to the funding agency in all matters concerning the project;
• Coordinate communication via email, conference call, facsimile, and direct meetings to ensure
the project is on schedule and all parties are properly informed;
• Prepare and submit any necessary reports required by the funding agency during the course of the
project (i.e. Monthly 'Quarterly Progress Reports, Project Monitoring Reports, Project Completion
Reports, etc.);
• Provide City staff specific instructions on the necessary administrative procedures that will assure
a successful project;
• Establish and maintain recordkeeping systems; and
• Assist with resolving monitoring and audit findings.
Exhibit "B," Page 17 41A/
Task 10: Real Property Acquisition Procedures (as applicable).
The Consultant will assist the City in the preliminary acquisition assessment as well as the development
and/or coordination of acquisition of real property (real property in the context of acquisition refers to
permanent interest in real property, as well as certain less -than -full -fee interests in real property).
Adherence to the Uniform Act (URA) which guides the acquisition of real property that may be
necessary to the needs of the project;
If it is determined that property needs to be acquired, the Consultant will perform: the
following services according to the Uniform: Relocation Act for an additional fee;
• Development and maintenance of appropriate file materials to ensure compliance with
federal, state, and program requirements;
• Administrative coordination of parcels, values and correspondence;
• Coordinate property appraisals and determine just compensation;
• Ensure easement right of way boundaries are in line with proposed project and survey; and
• Completion and/or file closure of acquired property.
Task 11: Environmental Services.
The Consultant will prepare all documents and correspondence for environmental review and clearance,
as well as maintain close coordination with local officials, project engineer and other members of the
project Consultant to assure appropriate level of environmental review is performed. This project element
will abide by the National Environmental Policy Act (NEPA) or any other federal, state or local
regulation as applicable.
• Review each project description to ascertain and/or verify the level of environmental review
required: Exempt, Categorical Exclusion not Subject to 58.5, Categorical Exclusion Subject to
58.5, Environmental Assessment, and Environmental Impact Statements;
• Prepare and maintain a written environmental review record;
• Consult and coordinate with oversight/regulatory agencies to facilitate environmental clearance;
• Conduct site visits as necessary to ensure environmental compliance;
• Prepare all responses to comments received during comment phase of the environmental review,
including state federal agencies requiring further studies and/or comments from public or private
entities during public comment period;
• Provide documentation of clearance for Parties Known to be Interested as required by 24 CFR
58.43;
• Advise and complete environmental re-evaluations per 24 CFR 58.47 when evidence of further
clearance or assessment is required; and
• Assist in compliance with flood plain and wetlands management review guidelines.
• Not included in this service are archeological, engineering or other special services costs
mandated by environmental review record compliance agencies.
Task 12: Civil Rights Requirements.
The Consultant will structure the program so that all procurement procedures, contracts, and policies will
be in accordance with state and federal regulations associated thereto. Ensure that the contractors make
affirmative efforts to employ Section 3 Residents and Business Concerns, Minority Business Enterprises,
Small Business Enterprises and Women Business Enterprises.
• Set up Civil Rights & Citizen Participation File;
• Designate a Civil Rights Officer (CRO);
• Adopt policies and grievance procedures regarding citizen participation;
• Adopt policies and pass resolution/proclamation/ordinances regarding civil rights;
Exhibit "B." Page 18 4/
• Publish citizen participation and civil rights notices;
• Place necessary documentation in bid packets for contractors;
• Include required clauses in construction contracts between grant recipient and contractor; and
• Take action to affirmatively further fair housing.
The Consultant will be diligent and consistent in implementing the project's civil rights
responsibilities and will undertake further action and reporting requirements.
Task 13: Procurement/Bidding/Contracting.
Procurement is the process through which an entity obtains goods and services from vendors. The
Consultant will assist the City in following appropriate procurement procedures to obtain professional and
construction services necessary to complete the project.
• Provide assistance to ensure compliance with Local Government Code Chapter 252 as applicable
to goods and services; and
• Provide assistance to ensure compliance with 2 CFR 200.320 (Methods of Procurement to be
Followed).
Task 14: Labor Standards Monitoring.
The Consultant will ensure that all labor standards laws and regulations are observed during the course of
the project. The Consultant will structure the program so that all procurement procedures and contracts
will meet equal opportunity requirements. The Consultant will also ensure that the contractors make
affirmative efforts to employ minority persons and minority subcontractors. Ensure compliance with laws
regarding labor standards, which include:
• Davis -Bacon Act (40 USC Chapter 31, Subchapter IV);
• Contract Work Hours & Safety Standards Act (CWHSSA);
• Copeland (Anti -Kickback) Act (18 USC 874; 40 USC 3145); and
• Fair Labor Standards Act.
Task 15: Force Account (as applicable).
The Consultant will assist the City in preparing force account documentation for the project, if
necessary, and will consolidate this information for suitable presentation to funding agency.
• Develop and maintain documentation of all associated costs;
• Use appropriate recordkeeping forms required by funding agency; and
• Submit documentation upon completion of necessary milestones.
Task 16: Contract Close-out Assistance.
The Consultant will prepare any necessary reports required by the funding agency to close out the project.
The Consultant will work with the City in preparing the annual audits and necessary actions to ensure the
project reaches the "Administratively Closed" status.
• Ensure project outcomes are in line with contract documents and funding agency's goals and
objectives;
• Ensure project beneficiaries are appropriately documented and reported; and
• Develop, complete, and submit project completion report(s) and any other necessary
administrative completion documents.
Exhibit "B," Page 19 41A/
Exhibit "C"
"DEBT" AS DEFINED IN SECTION 2-662 OF THE CODE OF ORDINANCES OF THE CITY OF
BAYTOWN
Debt shall mean any delinquent sum of money in an amount greater than $100.00 levied, imposed
or assessed against any contracting entity, or owner thereof, by the City, including those for ad valorem
taxes on real or personal property located within the boundaries of the City.
Exhibit "C," Page Solo