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Home My WebLink AboutContract 34436C�i`i�Y ��RET�f�Y' �C)N��;A�;�s f�CJ . ��.�`�__�� STATE OF TEXAS § COUNTY OF TARRANT § PROFESSIONAL SERVICES AGREEMENT This contract is made by and between the City of Fort Worth, Texas, a municipal corporation siivated in Tarrant, Denton and Wise Counties, Texas, hereinafter called "City," and United Community Centers, Inc., hereafter called "Subcontractor." RECITALS WHEREAS, on ar about December 29, 2005, the City entered into City Secretary Contract ("CSC") No. 33032 with Tarrant County Local Workforce Development Board (the `Board") to serve as project manager for the Early Leaining Opportunities Act Grant (the "Grant") to provide early learning opportunity services through neighborhood early literacy hubs. CSC No. 33032 is a public document on file with the City's Secretary; WHEREAS, in order to effectively adininister the program, the City and Subcontractor wish to enter into an agreement (the "AgreemenY') to provide a portion of the services as required by CSC No. 33032. This Agreement is subject to all terms and conditions of CSC No. 33032, as it applies to subcontractors that receive funds hereunder. All applicable tertns and conditions of CSC No. 33032 are hereby incorporated by reference and made a part of this Agreement for all purposes herein; NOW THEREFORE, and in consideration of the mutual covenants, promises and agreements contained herein, the City and Subcontractor hereby covenant and agree as follows: 1. SCOPE OF SERVICES City and Subcontractor agree to provide the services specified in Attachment "A," attached hereto, generally described as "Scope of Work" and incorporated into this agreement for all purposes. 2. COMPENSATION The Subcontractor's compensarion under this Agreement shall not exceed $18,000.00 (eighteen thousand dollars). v��'lw� �� 'til �� i Oe '.�'i'J�!�� C �� C7�U� 3. TERM The term of this Agreement shall commence on January 1, 2006, and shall expire on February 28, 2007, unless terminated earlier as hereinafter provided. In the case of an extension of the grant, the term shall be extended until the ending date for the grant. 4. TERn�IINATION A. Only the City may ternunate this Agreement for convenience by giving Subcontractor 30 days' written notice. Either the City or Subcontractor may terminate this Agreement for cause if either pariy fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with ten (10) days of written notice of such non-performance and diligently complete the correction thereafter. B. If tlus Agreement is terminated for the convenience of the City, Subcontractor will be paid for allowable expenses already incurred and allowable services already rendered under this Agreement up to the time of ternunation. Upon termination of services, Subcontractor shall submit to the City an itemized statement of all expenses incurred and service rendered. No payments shall be made until the Ciry has received such invoice. The City reserves the right to deny payment on any item that is not allowable under the Grant 5. INDENINIFICATION / LIABILITY Subcontractor shall fully indemnify and hold the City and its officers, agents and employees harmless from any loss, damage liability or expense for damage to property and injuries, including death, to any person, including but not limited to officers, agents or employees of Subcontractor or subcontractors, which may arise out of any negligent act, error or omission in the performance of this Agreement. Subcontractor shall defend at its own expense any suits or other proceedings brought against the City, its officers, agents and employees, or any of them, resulting from such negligent act, error or omission; and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith resulting from such negligent act, error or omission. Subcontractor shall further indemnify the City for any improperly expended or misappropriated funds under this Grant by subcontractor, its officers, employees, agents or representatives. ELOA Subcontractor Agreement United Community Centers, Inc. - � � ; � ' � � �� . ��'��,,�:`-� �� l� `�'��; � �� 7�o•. ^ G•� UI °�"U � '��d:i: �; J ;1; n 1 _�'��` � Page 2 of 12 6. INSURANCE Subcontractor shall provide to the City certificate(s) of insurance documenting policies of the following coverage at minimum limits that are to be in effect prior to commencement of work under this agreement: Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the. Worker's Compensation Coverage A: statutory luruts Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Professional Liability $1,000,000 each claim/annual aggregate Certificates of insurance evidencing that Subcontractor has obtained all required insurance shall be delivered to the City prior to Subcontractor proceeding with the project. Applicable policies shall be endorsed to name the City an Additional Primary Insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, representatives and volunteers as with respect to the contracted services. Certificate(s) of insurance shall document that insurance coverage required herein is provided under applicable policies documented thereon. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Subcontractor's insurance policies. Notice shall be sent to Sue Haupt, Risk Management Department, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City, and such insurers shall be acceptable to the City in terms of their fmancial strength and solvency. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions. ELOA Subcontractor Agreement United Community Centers, Inc. . � ._� n ��]i;'��, '��', �� j��6! ��`7��u Page3of12 ��, �.�:�,J�U°?��, ��. �. INDEPENDENT CONTRACTOR Subcontractor shall perform all wark and services hereunder as an independent contractar and not as an o�cer, agent or employee of the City. Subcontractor shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder and all persons perfornung same and shall be solely responsible for the acts and omissions of its agents, employees and subcontractors. Nothing herein shall be conshued as creating a partnership or joint venture between the City and the Subcontractor, its agents, employees and subcontractors. The doctrine of respondeat superior shall have no application as between the City and the Subcontractor. 8. PROHIBITION OF ASSIGNMENT Neither party hereto shall assign, sublet or transfer its interest in this Agreement without the prior written consent of the other pariy. Any attempted assigmment, sublease or transfer of all or any part hereof without such prior written consent shall be void. 9. CHOICE OF LAW / VENUE This Agreement shall be governed by and construed in accardance with the internal law of the State of Texas. Should any action, at law or in equity, arise out of the terms of this Agreement, exclusive venue for said action shall be in Tarrant County, Texas. I� 1 f.Yy �l �I A\►i �C�III.y A. This Agreement gives no rights or benefits to anyone other than the City and Subcontractor and there are no third-party beneficiaries. B. Subcontractor shall certify in writing to the City that it is current in state franchise taxes, pursuant to Article 2.45, Texas Business Corporation act, or that it is a non-profit corporation. C. Subcontractor shall certify in writing to the City that it is current in Unemployment Insurance taxes, Payday and Child Labor law monetary obligations, Proprietary School fees and assessments, and has no outstanding Unemployment Insurance overpayment balance. D. Upon teiniination of this Agreement, or CSC No. 33032, whether for cause or convenience, all fuushed or unfinished documents, records, reports, photographs etc, purchased or developed with "JI��'�'`' � '��i ELOA Subcontractor Agreement V 4` Page 4 of 12 UnitedCommunityCenters,lnc. ��7�;� :`(�� )l�.T,NJ�.u�� UlSG�� funds awarded by the Board to the City, become the properiy of the Board at its option. Subcontractor agrees to transfer title and deliver to the City, or the Board at the City's direction, any property or products the Subcontractor has acquired or produced in performance of this Agreement. If Subcontractor refuses to afford such rights to the Board, the City shall promptly bring such refusal to the attention of the Board. �� E. If Subcontractor, or any of its employees, agents, ofiicers, or representatives have knowledge of suspected fraud, program abuse, possible illegal expenditures, unlawful activity, violations of law or Board or Tarrant County Workforce rules, policies and procedures occurring under any funds awarded by the Board to the City, Subcontractor agrees to report such information to the City and to the designated Board Staff inember no later than five (5) working days from the date of discovery of such act. F. Subcontractor shall make full written disclosure of any interest, fact or circumstance which does or may present a potential conflict of interest under this Agreement. Such conflict of interest disclosure statement shall be updated, as circumstances require, but at least annually. G. Subcontractor may not deny services under this Agreement to any person and is prohibited from discriminating against any employee, applicant for employment, or beneficiary because of race, color, religion, sex, national origin, age, physical or mental disability, temporary medical condition, political a�liation or belief, citizenship or his or her participation in any Workforce Investment Act Title I-financially assisted program and/or activity. Subcontractor shall take appropriate steps to ensure that the evaluation and treatment of employees and applicants for employment are free from discrimination. H. Subcontractar shall certify in writing, by utilizing Attachment B— Certification (Attachment D to CSC No. 33032), that it will not use any funds under this Agreement in any way to attempt to influence in any manner a member of Congress to favor or oppose any legislation or appropriation by Congress, or for lobbying with State or local legislators. I. Subcontractor shall certify in writing, by utilizing Attachment B— Certification (Attachment D to CSC No. 33032), that neither it nor its principals are presently debarred, suspended, proposed for debarement, declared ineligible, or voluntarily excluded from participating in this agreement by any federal deparhnent or agency. J. Subcontractor agrees, as evidenced by completion of Attachment B— Certification (Attachment D to CSC No. 33032), that it will provide a drug-free workplace in compliance with the Drug-Free Workplace Act of 1988 (102 Stat. 4304, P.L. 100-690, Title V, Subtitle D). K. Subcontractor understands and acknowledges that the City is a governmental entity under the laws of the state of Texas, and as such, all documents, records, or information created pursuant to this Agreement are subject to public inspection in accordance with Chapter 552 of the Texas Governtnent Code. 11. r p �, r� i�, �1 r� ELOASubcontractorAgreement ��V��6 �a6�� Page5of12 United Community Centers, Inc. ��,g :��f,a�j�n �� ' � {L'ri! �r �*,; �''�'} �� G�. 'ta...v1.0 � FORCE MAJEURE If, by reason of Force Majeure as hereinafter defined, any party shall be rendered wholly or partially unable to carry out its obligations under this Agreement, then such party shall give written notice of the particulars of such Force Majeure to the other party within a reasonable time after the occurrence thereof. The obligations of the party giving such notice, to the extent affected by such Force Majeure, shall be suspended during the continuance of the inability claimed and for no longer period, and any such party shall be in good faith exercise its best efforts to remove and overcome such inability. The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States, the State of Texas, or any other civil or military authority; insurrections; riots; epidemics; landslides; earthquakes; lightning; %res; hurricanes; storms; floods; washouts; or other natural disasters; arrest; restraint of government and people; civil disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other causes not reasonably within the control of the party claiming such inability. Force Majeure shall not excuse the obligation of G�stomer to pay for emergency water service provided under this Agreement. 12. i�I_�YN1 A�1i1►1 �] I►[K�lry � In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the City will immediately notify Subcontractor of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. Provided, however, that this Section is not intended to grant to the Ciry an independent ground for termination of this agreement separate and apart from any grounds for termination for non-appropriation or non-availability of funds which would otherwise be provided to City. 13. RIGHT TO AUDIT Subcontractor agrees that the Ciry shall, until the expiration of three (3) years after imal payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Subcontractor involving transactions relating to this Agreement. Subcontractor agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Subcontractor reasonable advance notice of intended audits. If the Subcontractor spends or receives $500,000 or more in federal or state funding --^, n ,,� �('^','��I ELOASubcontractorAgreement �;��,,��\� ��\yV�G Page6of12 United Community Centers, Inc. '�� l� �J��;'�'��`� ��, ��::�.�� w, ��. during any fiscal year in which the agreement is in effect, then the Subcontractor will provide a Single Audit Report to the City. If the Subcontractor does not provide a Single Audit Report to the City, then it must provide verification that a Single Audit Report is not required. EXECUTED on this ��`�� day of ��,; ��;;;-„l�_4 ,� , 2006. ATTEST: � ��—Pi �'� �City ' ecretary APPROVED AS TO FORM AND LEGALITY: ��; ��" � Assistant Ci Attorney INC: Celia Esparza President, United Community 1200 E. Maddox Ave. Fort Worth, TX 76104 ELOA Subcontractor Agreement United Community Centers, Inc. CITY OF RT WORTH: By: ibby Watson Assistant City Manager APPROV NI7: ^ /—� � _, Vanessa oling, Dir tor Community Relations Department �1�3� ��s�' � _ {��7I��,�� 4,, = _ _ - =�_:---.� __:-__�_— �� ,-, r, ,�, 1 oj C N,,, �1,f,` ��,,],-�� Nr��.L�J �9��' ,`�� 11�� Page 7 of 12 9 �� M ��. `�:"Ju°�� 6a. ATTACHMENT "A" TO CITY SECRETARY CONTRACT NO. SCOPE OF WORK The Early Childhood Resource Center will serve the Polytechnic Community and the clients currently served by the Polytechnic United Community Center ("Polytechnic UCC"), through trainings and workshops targeted to parents and other caregivers of children 0-5 years old. In addition, the City will oversee a public relations campaign in the neighborhood to heighten the awareness of the importance of early child development. The City of Fort Worth agrees to the following: 1. The City will operate an Early Childhood Program called an Early Childhood Resource Center in office space provided at Polytechnic United Community Center at 3101 Avenue J, Fort Worth, Texas 76105. 2. The City will provide all resource materials necessary to conduct the Early Childhood Program, including books, supplies, and incentives for participants. � 3. The City will coordinate with the Polytechnic United Community Center Director on timing and availability of additional spaces, such as the gym, library, and classrooms for training and implementing the program. There will be no charge for the use of additional spaces, but the City agrees to pay $10.00 per hour far set up or clean up time, when applicable. When training is scheduled at times when the center would normally be closed, the city will pay Polytechnic UCC to be open on an hourly basis, with a two-hour minimum. The hourly rate for these hours will be $10.00/hour. The City will pay $20 per hour if there is a large public event held at the Center. In addition, the City will pay $100 per day to have use of the center on weekends with heating and air conditioning on turned. 4. At mutually agreed times, and on an individual event basis, the City will pay UCC for catering services for training events at $4.00 per meals ordered. At mutually agreed upon times, the city may also negotiate separately for other food services to be performed by UCC. The City may also choose hire other caterers for training and events taking place in Polytechnic UCC. 5. The City will pay $80 per month for cleaning and maintenance, which includes ofiice space, and common spaces such as toilets and hallways, beginning February 20, 2006, and ending when the contract ends. 6. The City will present to the Polytechnic UCC Program Director, or designee, for review and approval any marketing materials used to publicize events held at Polytechnic UCC no less than forty-eight (48) hours in advance of the distribution. 7. The City will pay $.15 per copy for use by Polytechnic UCC copiers and $.25 per faxed received. �� ,, , � � �� '� ��,��;`!� �s��" U�� ELOA SubcontractorAgreement ��r �i�l; ��,�� Page 8 of 12 United Community Centers, Inc. •,:� -,}�I� ? ��, �:�:�✓��1`:Uutl� ��tl� United Community Centers, Inc. agrees to provide the following: 1. Provide office space and make available office keys to the City's Program Coordinator and the Early Childhood Specialist assigned to the center. 2. Provide lockable storage space for supplies needed for the project. Keys will be made available to the City's Early Childhood Specialist assigned to the center. 3. Provide electrical, heating and air conditioning for the office space at no charge. Telephone service will be provided at $30/month, if desired by the City. The computer provided by the city can be connected to the Polytechnic UCC's existing wireless Internet service, if technologically possible. 4. Will assist in the recruiting and provide leadership for the Neighborhood Early Childhood Leadership Council. 5. Will make its employees available for interviews as part of the program evaluation process through the University of Texas at Arlington. 6. Will allow placement of permanent signs on the exterior of the building or on the property, indicating the presence of the Early Childhood Resource Center. The City will submit sign template, size and type of mounting to building to UCC administration and will obtain approval by the Executive Director of UCC or designee prior to placement. 7. The Polytechnic UCC will submit monthly invoices for payment for any catering, photocopies, telephone expenses or any approved expenses incurred related to the Early Childhood program. ELOA Subcontractor Agreement United Community Centers, Inc. ';��'�1�;.,1�;'�� a�� i��r ��G°?� �` �� r�� `�''JU°1�� Page 9 of 12 ATTACHMENT "B" - CERTIFICATIONS TO CITY SECRETARY CONTRACT NO. Lobbying This certification is required by the Federal Regulations, implementing Section 1352 of the Program Fraud and Civil Remedies Act, Title 31 U.S. Code, for the Departtnent of Agriculture (7 CFR Part 3018), Deparhnent of Labor (29 CFR Part 93), Departtnent of Education (34 CFR Part 82), Department of Health and Human Services (45 CFR Part 93). The undersigned certifies that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal grand award, grant, loan or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member of Congress in connection with this federal grant award, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form —LLL, "Disclosure Form to Report Lobbying", in accardance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including sub-grant awards, sub-grants, and grant awards under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accardingly. Debarment, Suspension, and Other Responsibility Matters This certification is required by the Federal Regulations, implementing Executive Order 12549, Government-wide Debarment and Suspension, for the Deparkment of Agriculture (7 CFR Part 3017), Deparhnent of Labar (29 CFR Part 98), Department of Education (34 CFR Part 85), Department of Health and Human Services (45 CFR Part 76). The undersigned certiiies that neither it nor its principals: (1) Are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department of Agency. ., (^�� r� n� N� O 1 'v��.,1�ti1 �� ELOASubcontractorAgreement ��yq ,��4�, ��j Page 10 of 12 United Community Centers, Ina Q � � ��. �"��, �� (2) Have not within a three-year period preceding this grant award been convicted of or had a civil judgment rendered against them for commission of fraud or a crnivnal offense in connection with obtauung, attempting to obtain, or performing a public (Federal, State or Local) transaction or grant award under a public transaction, violation of Federal or State antitrust statues ar commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, ar receiving stolen properly; (3) Are not presently indicted for or otherwise criininally or civilly charged by a governmental entity with commission of any of the offenses enumerated in Paragraph (2) of this certification; and, (4) Have not within a three-year period preceding this grant award had one or more public transactions terminated for cause or default. Drug-Free Workplace This certification is required by the Federal Regulations, implementing Sections 5151-5160 of the Drug-Free Workplace Act, 41 U.S.C. 701; for the Departtnent of Agriculture (7 CFR Part 3017), Department of Labor (29 CFR Part 98), Department of Education (34 CFR Part 85), and Deparhnent of Health and Htunan Services (45 CFR Part 76). The undersigned certifies that it shall provide a drug-free workplace by: (a) Publishing a policy statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the consequences of any such action by an employee; (b) Establishing an ongoing drug-free awareness program to inform employees of the dangers of drug abuse in the warkplace, the Board's policy of maintaining a drug-free workplace, the availability of counseling, rehabilitation and employee assistance programs, and the penalties that may be imposed on employees for drug abuse violations in the workplace; (c) Providing each employee with a copy of the policy statement; (d) Notifying the employees in the policy statement that as a condition of employment under this grant award, employees shall abide by the terms of the policy statement and notifying the employer in writing within five days after any conviction for a violation by the employee of a cruninal drug statute in the workplace; (e) Notifying the Agency within ten days of receipt of a notice of a conviction of an employee; and, ��Ji�!'� ��i ELOA Subcontractor Agreement {��, Y�q `� �' Pa e 11 of 12 United Community Centers, Inc. "��"/ �� 9 ��, �:�'��W� ��. ( fl Taking appropriate personnel action against an employee convicted of violating a crunulal drug statute or requiring such employee to participate in a drug abuse assistance or rehabilitation program. Certification These certifications are a material representation of fact upon which reliance is placed when entering into this transaction. Signature by an authorized representative of the awardee and return of this document to the Agency are prerequisites for finalizing the award. Where the undersigned awardee is unable to certify to any of the statements above, an explanation shall be attached. The undersigned certifies that the indicated statements are true and correct and understands that making a false statement is a material breach of the grant award and is grounds for grant award cancellation. The person signing this grant award on behalf of the awardee hereby warrants that he / she has been fully authorized to execute this grant award on behalf of the awardee and to legally bind the awardee to al �' erms, performances an ro isions herein set forth. �. . � ` Date Celia Esparza " Typed/Printed Name and Title of Authorized Representative United Communitv Centers, Inc. Organization 1200 E. Maddox Ave. Address Fort Worth, TX 76104 City, State, Zip Code . ^, ,,_.1.� . v��V'�J�;! �� ELOA Subcontractor Agreement ��% `\R� ��Q,Q jp�QJ Page 12 of 12 United Community Centers, Inc. 0 U N15 Qf/��,t �( 71i ��l/i�:0�� 16��