Loading...
HomeMy WebLinkAboutContract 53196 CITY SECRETARY CONTRACTNO. 5319 (o j SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND CF 1 19 FORT WORTH METROPOLITAN BLACK CHAMBER OF COMMERCE ��isO This Services Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home-rule municipal corporation organized under the laws of the State of Texas, and the Fort Worth Metropolitan Black Chamber of Commerce ("Contractor"), a Texas non-profit corporation, each individually referred to as a "party" and collectively referred to as the "parties". RECITALS WHEREAS, Contractor provides professional services to small minority and women owned businesses; and WHEREAS, the City of Fort Worth desires to contract with Contractor on a consulting basis to provide professional services, as outlined in Exhibit "A", to small minority and women owned businesses and to Fort Worth residents who are owners of these small businesses; and WHEREAS, Contractor has offered to provide such professional services on a consulting basis with the City to citizens of the City of Fort Worth; NOW, THEREFORE, for and in consideration of the mutual covenants, promises and agreements contained herein,the parties hereby covenant and agree as follows: AGREEMENT 1. Services. Contractor covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, all services consistent with the measures described in the attached Exhibit"A" and incorporated herein for all purposes (the "Services"). 2. Term. The term of this Agreement will be effective as of October 1, 2019 (the "Effective Date") and expire September 30, 2020, unless lawfully terminated earlier in accordance with the provisions of this Agreement(the "Term"). 3. Fee. In consideration of the Services to be performed hereunder by Contractor, City promises and agrees to pay Contractor $126,504.00 in twelve installments of$10,542.00 to be dispersed upon submission and approval of monthly reports. There will be no payments remitted for this Services Agreement between City of Fort Worth and Q, F F1 CRA[1,_ F'., Fort Worth Metropolitan Black Chamber of Commerce Page 1 of 9 R _ 1 i� FY2019-20 contract term until all monthly reports have been submitted and approved for the previous contract year. Contractor will submit electronic monthly reports (in a form reasonably acceptable to the City) no later than the 20th of the month following the month which is reported for services performed by Contractor in performance of this Agreement. Each report will include but is not limited to the following: complete name of business, complete address, complete contact information and the identification of business services of those assisted in and the Services rendered to them, along with detailed information associated with outreach activities, capacity enhancements and workshops. If Contractor fails to comply with this reporting requirement, the City will have the right to withhold any additional fee installments or to terminate this Agreement in accordance with Section 4. 4. Termination. Either parry may, without or without cause, cancel this Agreement upon thirty (30) days written notice to the other party of such intent to terminate. If the City exercises its right to terminate this Agreement prior to its expiration, Contractor's obligations to the City under this Agreement shall continue until the date such termination actually takes effect. In the event of such termination, on the date of termination Contractor shall reimburse to the City all funds it has received, but not otherwise committed, earned by Services performed, or encumbered by contract, under this Agreement. If, on the date of termination, Services have been performed by Contractor but Contractor has not been reimbursed for such Services, City shall reimburse Contractor for the Services performed up to the date of termination. 5. Monitoring. Contractor covenants and agrees to fully cooperate with City in monitoring the effectiveness of the Services, and City shall have access at all reasonable hours to offices and records of Contractor for the purpose of such monitoring. 6. Independent Contractor. Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City of Fort Worth. Contractor shall have exclusive control of and the exclusive right to control the details of the services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractors and program participants. The doctrine of respondent superior shall not apply as between the City and contractor, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. It is expressly understood Services Agreement between City of Fort Worth and Fort Worth Metropolitan Black Chamber of Commerce Page 2 of 9 and agreed that no officer, agent, employee, or subcontractor of Contractor is in the paid service of the City of Fort Worth. 7. Indemnification. CONTRACTOR AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LL4BILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTYSUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND AT ITS OWN EXPENSE, THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESSAND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY BIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, OR ATTEMPTED PERFORMANCE OF THIS CONTRACT AND AGREEMENT, AND/OR THE SERVICES PERFORMED HEREUNDER, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE CITY,ITS OFFICERS A GENTS,SERVANTS OR EMPLOYEES. IN THE EVENT IT IS DETERMINED THAT CONTRACTOR HAS MISUSED, MISAPPLIED OR MISAPPROPRIATED ALL OR ANY PART OF THE FUNDS PROVIDED HEREUNDER, CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF FORT WORTH, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS RESULTING FROM SUCH MISUSE, MISAPPLICATION OR MISAPPROPRIATION. Contractor shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. This Section 7 shall survive the expiration or termination of this Agreement. 8. Form 990; Non-Profit. Within 30 calendar days following execution of this Agreement, Contractor must supply the City with a copy of the completed Form 990 filed with the Internal Revenue Service for the full tax year immediately preceding the Effective Date. If Contractor, as a charitable or Services Agreement between City of Fort Worth and Fort Worth Metropolitan Black Chamber of Commerce Page 3 of 9 nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damage or injury, including death, to persons or property, Contractor hereby expressly waives its rights to plead defensively such immunity or exemption as against the City. 9. Assignment. Contractor shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment of subcontract or same without such prior written approval shall be void and constitute a breach of this agreement. 10. Compliance with Law. Contractor, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of the City of Fort Worth. It is agreed and understood that, if City calls to the attention of Contractor any such violation on the part of Contractor or any of its officers, agents, employees or subcontractors,then Contractor shall immediately desist from and correct such violation. 11. Non-Discrimination. Contractor, in the execution, performance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, transgender, gender identity or gender expression, nor will Contractor permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Contractor hereby covenants and agrees that Contractor, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee, or employee-applicant has been discriminated against by the terms of such ordinance by either Contractor,its agents, employees or subcontractors. 12. Insurance. a. Contractor shall furnish a certificate of insurance as proof that it has secured and paid for a policy of public liability insurance covering all public risks incident to or in connection with the execution,performance, attempted performance or nonperformance of this Agreement. Services Agreement between City of Fort Worth and Fort Worth Metropolitan Black Chamber of Commerce Page 4 of 9 Such amounts shall be as follows: Bodily injury or death, per person $250,000 Bodily injury or death,per occurrence $500,000 Property damage,per occurrence $100,000 With the understanding and agreement that such insurance amounts shall be revised upward at City's option and the Contractor shall revise such amounts within thirty (30) days following notice to Contractors of such requirements. The City of Fort Worth, its' Officers, Employees and Volunteers shall be named as an Additional Insured. This insurance shall not be canceled, limited in scope or coverage, or non-renewed, unless thirty (30) days prior written notice has been given to the City of Fort Worth. b. Contractor father agrees that it shall comply with the Worker's Compensation Act of Texas and shall provide Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 for each accidentloccurrence, $500,000 bodily injury disease policy limit and$100,000 per disease per employee. The policy shall be endorsed with a Waiver of Subrogation on behalf of the City of Fort Worth. 13. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 14. Audit. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Contract, have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract,have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City shall have access during normal working Services Agreement between City of Fort Worth and Fort Worth Metropolitan Black Chamber of Commerce Page 5 of 9 hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. 15. Venue. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, or attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 16. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: Mr. Robert Sturns Mr. Devoyd Jennings Director President and Chief Executive Officer Economic Development Department Fort Worth Metropolitan Black City of Fort Worth Chamber of Commerce 1150 South Freeway, Suite 106 1150 South Freeway, Suite 211 Fort Worth, Texas 76104 Fort Worth, Texas 76104 (817) 392-2680 (817) 871-6538 With copy to City Attorney's Office at 200 Texas Street Fort Worth, Texas 76102 17. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 18. No Waiver. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Services Agreement between City of Fort Worth and Fort Worth Metropolitan Black Chamber of Commerce Page 6 of 9 19. Prohibition on Contracting with Companies that Boycott Israel. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 20. Amendments/Modifications. No modification or amendment of this Agreement shall be binding upon a parry hereto unless such modification, or amendment is set forth in a written instrument,which is executed by an authorized representative and delivered on behalf of such party. 21. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 22. Force Maj eure. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any governmental law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 23. Contract Construction. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting parry must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Services Agreement between City of Fort Worth and Fort Worth Metropolitan Black Chamber of Commerce Page 7 of 9 24. HeadinFs not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 25. Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be considered an original, but such counterparts shall together constitute one and the same instrument and agreement. Any signature delivered by a party by facsimile or other electronic transmission (including email transmission of a portable document file (pdf) or similar image) shall be deemed to be an original signature hereto. 26. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement,which purports to vary from the terms hereof shall be void. 27. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. IN WITNESS WHEREOF,the parties hereto have executed this agreement in multiples to be effective October 1, 2019. CITY OF FORT WORTH: FORT WORTH METROPOLITAN BLACK CHAMB OF COMMERCE: By: � — By: Jesus J. Chapa oyd J gs Assistant City Manager Presidenf and C 'ef Executive Officer Date: /� / Date: Services Agreement between City of Fort Worth and U F RCQAQz kL:�;�'�GAG Fort Worth Metropolitan Black Chamber of Commerce CM SECRETARY Page 8 of i tWORTH,TX F 0 �. ATTEST: TTEST: By: Mary K y `r Name: AAD ' City Secr tary `` Title: APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Deputy City Attorney CONTRACT AUTHORIZATION: M&C: 19-0254 Date: 10-15-19 Form 1295 Certification No.: 2019-535791 CONTRACT COMPLIANCE MANAGER: By signing below, I hereby acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements: By: Name o City Employee: akc4-- S}*4,wS Title: ►�e��v— Services Agreement between City of Fort Worth and Fort Worth Metropolitan Black Chamber of Commerce F'r wcfRTH' Tr' Page 9 of 9 Exhibit "A" Services Agreement between City of Fort Worth and Fort Worth Metropolitan Black Chamber of Commerce tORTWORTHO CITY OF FORT WORTH PARTNERSHIP AGREEMENT Objective: Enhance the Fort Worth Metropolitan Black Chamber of Commerce role in assisting the Economic Development Department's efforts to grow small businesses and meet its aspirational goal of 25% MBE participation on Construction projects. The Chamber will proactively communicate directly with MBEs from the certified MBE list provided by the Office of Business Diversity. 1. EDUCATION/TRAINING Deliverable Annual Goal Participate in at least twelve Office of Business Diversity-hosted events, i.e.Vendor 12 Bi-Monthly Information Forums (6), Certification Workshops (4)and RFP, RFO ITB, Best Value Solicitation Workshops. Conduct independent site visits with established MBE firms to understand their 24 business offerings to determine how they can potentially do business with the City of Fort Worth. Provide assistance on City of Fort Worth bid proposals to MBEs in the six county 4 marketplace. MWBE's often do not understand what the City is looking for in a qualified bid. This deliverable will have the Chambers providing support in completing the bid proposals to ensure that qualified bids are submitted on contracts. Support efforts in provide Bonding Assistance by engaging with Drew Greene, 1 Baldwin-Cox-Allen or other entities as a resource in providing training or referrals'for MBE's. Since bonding is an on-going concern raised by MWBE's,this deliverable will have the Chambers engaging and referring clients that may need bonding assistance to some of our partner agencies. The goal is to have the Chamber's seek out and take a more active role in overcoming contracting barriers. Provide monthly notifications through the Chamber website and newsletters to 12 promote the City's upcoming bids, requests,workshops and events. Conduct business development seminars/events and implement programs to assist 12 with contractor vendor registration and one on one business counseling. 2. PROCUREMENT ASSISTANCE Deliverable Annual Goal Identify and contact qualified MBEs from the listings provided by the Office of 48 Business Diversity to participate in upcoming bids and requests identified on the City's procurement webpage at www.fortworthtexas.gov/purchasing Include in Monthly report the name of MBEs from the qualified MBE listing or from 12 newly identified companies that the Chamber directly assisted and actions taken to get the company bid ready and/or reasons why contractor did not bid on city ECONOMIC DEVELOPMENT DEPARTMENT The City of Fort Worth*200 Texas Street*Fort Worth,Texas 76102 817-392-2674 *Fax 817-392-2681 procurement work.This deliverable would also identify any contracting success from firms assisted by the Chamber during the year. Attend and track advocacy networking events and trade fairs in the six-county region 4 that support development of M/WBEs. 3. CERTIFICATION ASSISTANCE Deliverable Annual Goal Provide assistance to non-certified firms by advising them on the certification 6 process; and,document number of firms that received assistance. 4. COMMITTEES AND ADVISORY BOARDS Deliverable Annual Goal Serve and participate in bi-monthly MWBE Advisory Committee Meetings 6 Serve and participate in quarterly meetings of the Oversite Committee for the 4 Mentor/Protege Program S. ECONOMIC DEVELOPMENT Deliverable Annual Goal Assist City of Fort Worth Economic Development Staff in business recruitment, 6 retention,and other Economic Development initiatives. Promote the Business Assistance Center(BAC) as a one stop shop for economic 6 development for small business enterprises. Assist in initiatives that are outlined in the MOU between the three local Chambers 4 of Commerce(Fort Worth, Black, & Hispanic)and the City of Fort Worth. Name of Chamber' designated person responsible for implementation Signatu Date: /Z rresident/CEO c Print Nam e O v Signature: Date: Economic Develop me Director ECONOMIC DEVELOPMENT DEPARTMENT The City of Fort Worth*200 Texas Street*Fort Worth,Texas 76102 817-392-2674*Fax 817-392-2681 M&C Review Page 1 of 2 Official site of the City of Fort Woith,Texas CITY COUNCIL AGENDA FoR-fWORTII DATE: 10/15/2019 REFERENCE **M&C 19- LOG NAME: 17BLACKCHAMBER FY19-20 NO.: 0254 — CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Contract with the Fort Worth Metropolitan Black Chamber of Commerce to Assist Minority and Women Business Enterprises and Small Businesses in an Amount Not to Exceed $126,504.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a contract with the Fort Worth Metropolitan Black Chamber of Commerce in an amount not to exceed $126,504.00 to assist Minority and Women Business Enterprises and Small Businesses for the period of October 1, 2019 through September 30, 2020. DISCUSSION: During the Fiscal Year 2019-2020 budget process, the City Council approved financial support for the Fort Worth Metropolitan Black Chamber of Commerce (Chamber) to continue providing business development assistance, construction assistance and outreach programs to Minority and Women Business Enterprises and Small Businesses located in Fort Worth. The City will pay the Chamber an amount not to exceed $126,504.00 to perform the services outlined under this contract. For several years, the Chamber has provided counseling and support to individuals within the Fort Worth area on the topic of small business development. The Chamber provides program services such as business development initiatives, outreach, construction assistance that includes bid estimating and related access to construction estimating software and one-on-one counseling and mentoring. In conjunction with these programs, the Chamber coordinates monthly business roundtables and other activities designed to help small business development and growth. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of this recommendation, funds are available within existing appropriations in the current operating budget of the General Fund and anticipates, upon adoption of the Fiscal Year 2020 Budget by the City Council, to include the recommended payments mandated by state statutes, the funds will be available in the Fiscal Year 2020 budget, as appropriated, of the General Fund, TO Fund Department Account Project Program Activity Budget Reference# Amou7 nt ID ID Year I (Chartfield 2) FROM Fund Department Account Project Program I Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Robert Sturns (2663) http://apps.cfwnet.org/council_packet/me_review.asp?ID=27402&councildate=10/15/2019 12/10/2019 M&C Review Page 2 of 2 Additional Information Contact: Robert Sturns (2663) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc review.asp?ID=27402&councildate=10/15/2019 12/10/2019