HomeMy WebLinkAboutProfessional Service Agreement with Kay Frances for Grant Management
AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this _ day of
March, 2007, and entered into by and between the City of Meridian, a municipal corporation
organized under the laws of the State ofIdaho, hereinafter referred to as "CITY," 33 East Idaho
Avenue, Meridian, Idaho 83642, and Kay Frances Company, hereinafter referred to as
"CONSULTANT," whose business address is 3645 Sanada Way, Boise, Idaho 83702.
I. RECITALS
WHEREAS, CITY has a need for services involving set-up, management, and technical
assistance as to the CITY's participation as an Entitlement Community in the United States
Department of Housing and Urban Development's Community Development Block Grant
program; and
WHEREAS, CONSULT ANT is specially trained, experienced, and competent to provide,
and has agreed to provide, such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions hereinafter contained, the parties agree as follows:
II. TERMS AND CONDITIONS
A. Scope of Services:
I. CONSULTANT shall perform and furnish to CITY, upon execution of this
Agreement and receipt of CITY's written notice to proceed, all services, and comply
in all respects, as specified in the document entitled "Scope of Services," a copy of
which is attached hereto as Exhibit A and incorporated herein by this reference,
together with any amendments that may be agreed to in writing by the parties.
2. CONSULTANT shall provide services and work under this Agreement consistent
with the requirements and standards established by applicable federal, state and city
laws, ordinances, regulations and resolutions. eONSUL T ANT represents and
warrants that she will perform her work in accordance with generally accepted
industry standards and practices for the profession or professions that are used in
perfoIDlaJlCe of this Agreement and that are in effect at ilie time of performance of
this Agreement. Except for that representation and any representations made or
contained in any proposal submitted by CONSULTANT and any reports or opinions
prepared or issued as part of the work performed by the CONSULT ANT under this
AGREEMENT FOR PROFESSIONAL SERVICES
KAy FRANCES COMPANY
PAGE 1 of 13
Agreement, CONSULTANT makes no other warranties, eiilier express or implied, as
part of this Agreement.
3. Services and work provide by CONSULTANT at CITY's request under this
Agreement will be performed in a timely manner in accordance with the document
entitled "Schedule of Work," a copy of which is attached hereto as Exhibit B and
incorporated herein by this reference, together wiili any amendments that may be
agreed to in writing by ilie parties. The Schedule of Work may be revised from time
to time upon mutual written consent of the parties.
B. Consideration:
1. CONSULTANT shall be compensated as provided in the document entitled "Budget"
a copy of which is attached hereto as Exhibit C and incorporated herein by this
reference, together with any amendments iliat may be agreed to in writing by the
parties.
2. CONSULTANT shall provide CITY with a monthly statement, as services warrant, of
fees earned and costs incurred for services provided during the billing period, which
CITY shall pay within thirty (30) days of receipt of a correct invoice and approval by
CITY. CITY shall not withhold any Federal or State income taxes or Social Security
Tax from any payment made by CITY to CONSULTANT under the terms and
conditions of this Agreement. Payment of all taxes and other assessments on such
sums is the sole responsibility of CONSULTANT.
3. Except as expressly provided in iliis Agreement, CONSULTANT shall not be entitled
to no receive from CITY any additional consideration, compensation, salary, wages,
or oilier type of remuneration for services rendered under iliis Agreement., including,
but not limited to: meals, lodging, or transportation. Specifically, without limitation,
CONSULTANT shall not be entitled by virtue of this Agreement to consideration in
the form of overtime, health insurance benefits, retirement benefits, paid holidays or
other paid leaves of absence of any type or kind whatsoever.
C. Time of Performance:
This Agreement shall become effective upon execution by both parties, and shall expire
upon completion of the agreed upon services, September 30, 2007, or unless sooner
terminated as provided herein or unless some other meiliod or time of teIDlination is
listed in Exhibit A. This Agreement shall terminate automatically on ilie occurrence of (a l
bankruptcy or insolvency of eiilier party, or (b) sale or transfer of CONSULTANT's
business.
D. Independent Contractor:
AGREEMENT FOR PROFESSIONAL SERVICES
KAY FRANCES COMPANY
PAGE 2 of 13
1. In all matters pertaining to this agreement, CONSULTANT shall be acting as an
independent contractor, and neither CONSULTANT nor any officer, employee or
agent of CONSULT ANT shall be deemed an employee of CITY. Except as expressly
provided in Exhihit A, CONSULTANT has no authority or responsibility to exercise
any rights or power vested in CITY. The selection and designation of the personnel
of CITY in ilie performance of this agreement shall be made by CITY.
2. CONSULTANT shall determine ilie method, details and means of performing the
work and services to be provided by CONSULTANT under this Agreement.
CONSULTANT shall be responsible to CITY only for the requirements and results
specified in this Agreement and, except as expressly provided in this Agreement, shall
not be subjected to CITY's control wiili respect to ilie physical action or activities of
CONSULTANT in fulfillment of this Agreement.
E. Indemnification and Insurance:
1. CONSULTANT shall indemnifY and save and hold harmless CITY from and for any
and all losses, claims, actions, judgments for damages, or injury to persons or
property and losses and expenses and other costs including litigation costs and
attoIDey's fees, arising out of, resulting from, or in connection with the performance
of this Agreement by the CONSULTANT, her servants, agents, officers, employees,
gnests, and business invitees, and not caused by or arising out of the tortuous conduct
of CITY or its employees. CONSULTANT shall maintain, and specifically agrees
iliat she will maintain, tlrroughout ilie term of this Agreement, liability insurance, in
which CITY shall be named an additional insured in the minimum amounts as
follows:
a. Professional Liability/Professional Errors and Omissions Insurance: One
Million Dollars ($1,000,000) aggregate; and
b. Automobile Liability msurance: One Million Dollars ($1,000,000) per
incident or occurrence.
2. CONSULTANT shall not be required by this Agreement to obtain Worker's
Compensation msurance because she is a sole practitioner; however, should
CONSULTANT, in ilie course of work related to this Agreement, employ any person,
CONSULTANT shall notify CITY and shall obtain Worker's Compensation
msurance in tlle statutory limits as required by law.
3. The limits of insurance enumerated herein shall not be deemed a limitation of the
covenants to indemnifY and save and hold harmless CITY; and if CITY becomes
liable for an amount in excess of the insurance limits, herein provided,
AGREEMENT FOR PROFESSIONAL SERVICES
KAy FRANCES COMPANY
PAGE 3 of 13
CONSULTANT covenants and agrees to indemnifY and save and hold harmless CITY
from and for all such losses, claims, actions, and/or judgments for damages or injury
to persons or property and oilier costs, including litigation costs and attoIDeys' fees,
arising out of, resulting from, or in connection with the performance ofthis
Agreement by CONSULTANT and/or CONSULTANT's officers, employs, agents,
representatives and/or subcontractors and resulting in and/or attributable to personal
injury, death, and/or danlage and/or destruction to tangible or intangible property.
4. CONSULTANT shall provide CITY with a Certificate of Insurance, or other proof of
insurance evidencing CONSULTANT's compliance with ilie requirements of this
paragraph within at least ten (10) days prior of the effective date of this Agreement.
5. In ilie event ilie insurance minimums are changed, CONSULTANT shall innnediately
submit proof of compliance with the changed limits. Evidence of all insurance shall
be mailed by United States Mail to ilie City Purchasing Agent, 33 East Idaho Avenue,
Meridian, Idaho 83642, and to the Meridian City Accounting Department, 33 East
Idaho Avenue, Meridian, Idaho 83642.
F. Notices:
I. Any and all notices required to be given by either of the parties hereto, unless
oilierwise stated in this agreement, shall be in writing and be deemed communicated
when mailed by United States Mail, certified, return receipt requested, addressed as
follows:
City of Meridian
Purchasing Agent
33 E. Idaho Avenue
Meridian, Idaho 83642
Kay Frances Company
3645 Sanada Way
Boise, Idaho 83702
2. Either party may change their address for the purpose ofthis paragraph by giving
written notice of such change to the other in ilie manner herein provided.
G. Attorney Fees:
Should any litigation be commenced between the parties hereto concerning this
Agreement, ilie prevailing party shall be entitled, in addition to any other relief as may be
granted, to court costs and reasonable attoIDeys' fees as deteIDlined by a Court of
AGREEMENT FOR PROFESSIONAL SERVICES
KAY FRANCES COMPANY
PAGE 4 of 13
competent jurisdiction. This provision shall be deemed to be a separate contract between
the parties and shall survive any default, termination or forfeiture of this Agreement.
H. Time is of the Essence:
The parties hereto acknowledge and agree that time is strictly of the essence wiili respect
to each and every term, condition and provision hereof, and iliat the failure to timely
perform any of the obligations hereunder shall constitute a breach of, and a default under,
this Agreement by the party so failing to perform.
I. Assignment:
It is expressly agreed and understood by the parties hereto, that CONSULTANT shall not
have the right to assign, transfer, hypothecate or sell any of her rights under this
Agreement except upon the prior express written consent of CITY.
J. Discrimination Prohibited:
ill performing the Services required herein, CONSULTANT shall not unlawfully
discriminate in violation of any federal, state or local law, rule or regulation against any
person on ilie basis of race, color, religion, sex, national origin or ancestry, age or
disability.
K. Reports and Infornlation:
1. At such times and in such forms as CITY may require, there shall be furnished to
CITY such statements, records, reports, data and information as CITY may request
pertaining to matters covered by iliis Agreement.
2. CONSULTANT shall maintain all writings, documents and records prepared or
compiled in connection wiili the performance of this Agreement for a minimum of
four (4) years from the termination or completion of this or Agreement. This includes
any handwriting, typewriting, printing, photo static, photographic and every other
means of recording upon any tangible thing, any form of communication or
representation including letters, words, pictures, sounds or symbols or any
combination thereof.
L. Audits and Inspections:
At any time during normal business hours and as often as CITY may deem necessary,
there shall be made available to CITY for examination all of CONSULTANT's records
with respect to all matters covered by this Agreement. CONSULTANT shall permit
CITY to audit, examine, and make excerpts or transcripts from such records, and to make
AGREEMENT FOR PROFESSIONAL SERVICES
KAY FRANCES COMPANY
PAGE 5 of13
audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of
employment and other data relating to all matters covered by this Agreement.
M. Publication, Reproduction and Use of Material:
No material produced in whole or in part under this Agreement shall be subject to
copyright in ilie United States or in any other country. CITY shall have unrestricted
authority to publish, disclose and otherwise use, in whole or in part, any reports, data or
other materials prepared under this Agreement.
N. Compliance with Laws:
h1 performing the scope of services required hereunder, CONSULT ANT shall comply
with all applicable laws, ordinances, and codes of Federal, State, and local governments.
O. Chauges:
CITY may, from time to time, request changes in the Scope of Services to be performed
hereunder. Such changes, including any increase or decrease in the amount of
CONSULTANT's compensation, which are mutually agreed upon by and between CITY
and CONSULTANT, shall be set forth in written amendments to this Agreement.
P. Termination:
l. If, tlrrough any cause, CONSULTANT, and/or her officers, employees, or agents, fails
to fulfill in a timely and proper mam1er her obligations under this Agreement, violates
any ofilie covenants, agreements, and/or stipulations ofiliis Agreement, falsifies any
record or document required to be prepared under this agreement, engages in fraud,
dishonesty, or any oilier act of misconduct in ilie performance of this contract, and/or
ifthe City Council determines that teIDlination ofthis Agreement is in the best
interest of CITY, CITY shall thereupon have ilie right to teIDlinate this Agreement by
giving written notice to CONSULTANT of such termination and specifying the
effective date thereof at least fifteen ( 15) days before the effective date of such
termination. CONSULT ANT may terminate this agreement at any time by giving at
least sixty (60) days notice to CITY.
2. h1 ilie event of any termination of this Agreement, all fInished or unfinished
documents, da~ and reports prepared by CONSULTANT under this Agreement
shall, at ilie option ofCTTY, become its property, and CONSULTANT shall be
entitled to receive just and equitable compensation for any work satisfactorily
completed hereunder.
AGREEMENT FOR PROFESSIONAL SERVICES
KAY FRANCES COMPANY
PAGE 6 of 13
3. Notwithstanding the above or any oilier provision of this Agreement, CONSULTANT
shall not be relieved of liability to CITY for damages sustained by CITY by virtue of
any breach of this Agreement by CONSULTANT, and CITY may withhold any
payments to CONSULTANT for the purposes of set-off until such time as the exact
amount of damages due CITY from CONSULTANT is determined. This provision
shall survive the termination of this agreement and shall not relieve CONSULTANT
of her liability to CITY for damages.
Q. Construction and Severability:
If any part of this Agreement is held to be invalid or unenforceable, such holding will not
affect the validity or enforceability of any oilier part of this Agreement so long as the
remainder of the Agreement is reasonably capable of completion.
R. Advice of Attorney:
Each party warrants and represents iliat in executing this Agreement, it has received
independent legal advice from its attorney and/or has received the opportunity to seek
such advice.
S. Entire Agreement:
This Agreement contains ilie entire agreement of ilie parties and supersedes any and all
other agreements or understandings, oral of written, whether previous to the execution
hereof or contemporaneous herewith.
T. Applicable Law:
This Agreement shall be governed by and construed and enforced in accordance wiili the
laws of the State ofIdaho and ilie ordinances of the City of Meridian.
U. Approval Required:
This Agreement shall not become effective or binding until approved by CITY.
I'd lJpr';l P')(/ft
Dated this ;. -- day ofM"".h, 2007. Dated this ~ day of March, 2007.
CITY OF MERIDIAN
PAGE 7 of 13
c" '6:~.~;:~;%;i~~;;,;\
:: / ,:jJ' ".t;'~ -:'~
Attest: F ("; SEXr; ~
~g ( 91: ~\"'~ SBAL,~ )
WILLIAM G. BERG, ~ CLEm,'()..., ~r 1$"(' ~~.t
"'/ ~~-~ .....,..,....'
1/1~1'" . ,..,
11/1 ""
Approved as to Content '''''''''A'P'P~oved as to Form
BY: !f.1fJJ UKlb- 3hQ/CJ7
Keith tts, Purchasing Agent I
BY: ~)(~W
Bill Nary, City A IDey
AGREEMENT FOR PROFESSIONAL SERVICES
KAY FRANCES COMPANY
PAGE 8 of13
Attachment A
SCOPE OF SERVICES
A. Step 1: Development of a Citizen Participation Plan
1. Establish contact/mailing list of individuals, groups, agencies, organizations, associations,
non-profits and service providers (Community Partners)
2. Develop draft Citizen Participation Plan and review components with CITY staff
3. Select dates for public hearings
4. Select location and times for two Focus Group Sessions
5. Develop a Planning Announcement Notice, including a schedule of public meetings and
hearings
6. Assist staff to mail Planning Announcement Notice
7. Finalize and begin implementation of Citizen Participation Plan
B. Step 2: Consultations, Preparedness and Background Information
1. Identify all sources to secure appropriate information and documents relevant to
housinglhomeless activities and community/economic development needs
2. Provide a Housing and Community Development Needs survey form that will be used to
collect concise and consistent data from appropriate source
3. Secure pertinent statistical data from CITY -identified sources as available through
databases or printed reports
4. Conduct Focus Group Sessions and fact-finding interviews
5. Make appointments with important sources to secure any additional appropriate
data/reports, i.e. Chamber of Commerce, Service Organizations, Associations
6. Determine outline, structure, format and layout of the new Consolidated Plan document
C. Step 3: Research
I. Solicit and secure area-wide statistical data
2. Conduct on-site interviews and meetings to collect information using the survey form and
from appropriate printed materials for housing, homelessness, community and economic
development needs
3. Research and review data and printed materials to make determinations on:
a. A geographical delineation of the market area
b. An analysis of the economic trends
c. Historic housing absorption rates
d. A determination of demand factors, such as
. Employment
. Disposable illcome
. Population Characteristics
. Political and Economic Climate
AGREEMENT FOR PROFESSIONAL SERVICES
KAY FRANCES COMPANY
PAGE 9 oft3
. Residential Construction Activity
. Existing Housing Inventory, illcluding Condition of Units
. Sales and Rental Activity
. Mortgage Defaults
. Foreclosure
4. Specialized Housing Availability and Needs including:
a. Public and Assisted Housing
b. Emergency Shelters
c. Transitional Shelters
d. Special Needs Facilities and Services
e. Permanent and Supportive Housing
5. Lead Based Paint Hazards
6. Barriers To Affordable Housing
7. Components of the Analysis oflmpediments to Fair Housing
a. Review city ordinances, Land Use Plans, zoning issues, building permits data, and
Comprehensive Plan
b. Review tax assessment information/abatement practices
c. Secure latest U.S. Census data on housing and demographic infoID1ation
d. Identify housing industry contacts, i.e. bankers, realtors, organizations, associations,
service providers
e. Identify data pertaining to vacancy rates, housing sales, new construction
development
f. Conduct various interviews, speak before professional organization meetings (e.g.
realtors/mortgage lenders)
g. Secure Fair Housing compliant data
h. HMDA Data
i. Section 8 Data
D. Step 4: Study Development
1. Finalize compilation of statistical data
2. Create graphs, charts, tables, maps and illustrations
3. Conduct statistical analysis of data and review wiili staff
4. Work with the staff/elected officials to identifY priorities, strategies, objectives and
performance measurements for the Consolidated Plan
5. Work with CITY staff to analyze the CDBG application process including, program
timelines, length of applications/form design, review, ranking and selection of grants for
the Annual Action Plan
6. Conduct the CDBG Application Workshop (based upon program design)
7. Coordinate with CITY staff to determine findings of impediments to fair housing and
concur on remediation efforts to be included in the Action Plan
8. Assist as appropriate at a Public Hearing
9. Develop draft narratives and texts for all four documents
AGREEMENT FOR PROFESSIONAL SERVICES
KAY FRANCES COMPANY
PAGE 10 of 13
10. Submit draft documents to CITY staff for review and comments
E. Step 5: Final Draft Narrative, Tables and Exhibits
1. illcorporate staff comments and suggestions into narratives and attachments
2. Complete Statutory Certifications
3. Finalize the Citizen Participation Plan, Analysis ofImpediments to Fair Housing and
Action Plan, Consolidated Plan, and Annual Action Plan for availability and comment by
the general public
4. Assist at Public Hearing/City Council to adopt Plans and obtain comments
5. 3D-day Public Comment Period begins
F. Step 6: Completion and Submittal to HUD
1. 30-day Public Comment Period ends
2. Document citizen comments and make any necessary changes to the Plans
3. Attend City Council meeting to receive final approval and adoption of the Plans
4. Deliver camera-ready originals, backup documentation to CITY
G. Step 7: BUD Review Period
1. Provide assistance during HUD's 45-day review period to insure acceptance of all
documents
AGREEMENT FOR PROFESSIONAL SERVICES
KAy FRANCES COMPANY
PAGE 11 of 13
Attachment B
SCHEDULE OF WORK
Commence Completed
Step 1: March 6, 2007 March 16, 2007
Step 2: March 6, 2007 April 20, 2007
Step 3: March 16, 2007 May 18,2007
Step 4: April 1, 2007 May 31, 2007
Step 5: June 1, 2007 July 1,2007
Step 6: July 31, 2007 August 15,2007
Step 7: August 15,2007 September 30, 2007
AGREEMENT FOR PROFESSIONAL SER vrCES
KAY FRANCES COMPANY
PAGE 12 of 13
Step 1
Step 2
Step 3
Step 4
Step 5
Steps 6 and 7
Attachment C
BUDGET
72 hours @ $55.00 per hour $ 3,960.00
90 hours @ $55.00 per hour $ 4,950.00
210 hours @$55.00perhour= $11,550.00
244 hours @ $55.00 per hour = $13,420.00
95 hours @ $55.00 per hour = $ 5225.00
70 hours @ $55.00 per hour = + $ 3.850.00
TOTAL BUDGET: $42,995.00
AGREEMENT FOR PROFESSIONAL SERVICES
KAy FRANCES COMPANY
PAGE 13 of 13