HomeMy WebLinkAboutContract 56783 CSC No. 56783
FORT WORTUr
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through its duly authorized Assistant City Manager, and CDFI FRIENDLY AMERICA, LLC
("Vendor"), a Pennsylvania limited liability company, actin by and through its duly authorized
representative, each individually referred to as a"party"and collectively referred to as the"parties."
RECITALS
WHEREAS,on March 11,2020,the World Health Organization declared COVID-19 a worldwide
pandemic;
WHEREAS, on March 11, 2021, President Joseph Biden signed the American Rescue Plan Act
("ARPA") to provide support to State and local governments to respond to the financial impacts of the
COVID-19 pandemic;
WHEREAS,the State and Local Fiscal Recovery Funds ("FRF") authorized in ARPA (C.F.D.A
921.027) are to be used to mitigate the ongoing effects of COVID-19 and support the nation's pandemic
recovery;
WHEREAS,the City has received FRF funds to respond to the continuous impact of COVID-19
as outlined in the Interim Final Rule(IFR)promulgated by the Department of Treasury("Treasury");
WHEREAS, Treasury has issued guidance for the use of FRF in the form of Frequently Asked
Questions,and will continue to issue guidance and clarification on the appropriate use of these funds;
WHEREAS,Treasury guidance specifically notes FRF can be deployed for a broad range of uses
to address the disproportionate economic impacts of the crisis on the hardest-hit communities,populations,
and household and to provide services and additional investments in qualified census tracts;
WHEREAS, minority owned firms and communities of color have shown disproportionate
financial impacts from the pandemic; therefore, City Council has determined that entering into this
Agreement is an eligible use of funds as response to negative economic impacts on hard-hit communities
(M&C 21-0809);and
THEREFORE, for and in consideration of the mutual undertaking hereinafter set forth and for
adequate consideration given,the City and Vendor agree to the following:
AGREEMENT
OFFICIAL RECORD
CITY SECRETARY
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1. Scope of Services. The parties agree that the recitals set forth above are true and correct
and form the basis for this Agreement and are hereby incorporated by reference into the body of this
Agreement. The Vendor must provide consulting services in assessing the potential roles of Community
Development Financial Institutions ("CDFI") financing in the community, organizing potential CDFI-
friendly strategies, developing an actionable CDFI friendly business plan, and providing the City with
consultative capacity-building support for the implementation of that business plan ("Services"), which
Services are set forth in more detail in Exhibit"A,"attached hereto and incorporated herein for all purposes.
2. Term. This Agreement will be effective beginning November 1,2021 ("Effective Date")
and expire on April 30,2023,unless terminated earlier in accordance with this Agreement("Term").
3. Monetary Commitment.
3.1 The City's total commitment under this Agreement and any related agreements
mentioned herein will not exceed Three Million Dollars and Zero Cents ($3,000,000.00)
("City Commitment"). The City's Commitment is broken down as follows:
3.1.1 City will pay an amount up to One Million Five Hundred Thousand
Dollars and Zero Cents ($1,500,000.00) for all Services performed and expenses
incurred under this Agreement in accordance with Exhibit B, which is attached
hereto and incorporated herein for all purposes.
(a) City will pay Vendor for Services in accordance with the Prompt
Payment Act(Chapter 2251 of the Texas Government Code) and
provisions of this Agreement.
(b) Vendor will not perform any additional services or bill for
expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such
services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves
such expenses in writing.
3.1.2 City will commit up to Five Hundred Thousand Dollars and Zero Cents
($500,000.00) for a pool of grant funding that the Vendor will use to incentivize
CDFI engagement in Fort Worth during this contract period while CDFI Friendly
Fort Worth (See Exhibit A) is ramping up its operations and outreach ("Grant
Funding'). The City and Vendor will enter into a separate agreement to set out the
terms and conditions for the Grant Funding.
3.1.3 City will commit up to One Million Dollars and Zero Cents
($1,000,000.00) to seed capitalize the CDFI Friendly Fort Worth Enhancement
Fund ("Enhancement Fund"). The intent of the Enhancement Fund is to help
finance small business, affordable housing, individuals, nonprofits, and
commercial real estate to advance the CDFI Friendly strategy on a pari pasu basis
alongside CDFIs. The City and Vendor will enter into a separate agreement to set
out the terms and conditions for the Grant Funding.
3.2 Vendor acknowledged that it is a recipient of the City's FRF and will follow the
guidelines as provided in Exhibit C (attached hereto and incorporated herein for all
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e '
purposes)and all guidance issued by the Treasury pertaining to proper use of FRF.
3.3 Any and all unspent FRF will be kept and maintained in accordance with all
applicable federal, state,and local laws, statutes,rules, and regulations.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement will 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 have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access,modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised,in which event,
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Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Reportina Requirements,Audit,and Documentation.
6.1 Vendor must provide to City quarterly and annual reports containing all relevant
data per the evaluation measures and key performance indicators mutually agreed upon by both
parties, along with those set forth in ARPA, IFR, and any subsequent rule or guidance issued by
the U.S.Treasury.
6.2 Vendor must supply quarterly and annual reports to City according to the schedule
in Exhibit C.
a. With each quarterly report,Vendor must provide invoices for eligible
expenses as outlined in Appendix A along with proof of expenditures.
b. All quarterly and annual reports must comply with ARPA, IFR, or any
subsequent rule or guidance issued by the U.S.Treasury.
6.3 Vendor must submit an inventory log of all assets purchased through this program
every two(2)years beginning two(2)years after the Effective Date.As provided for in the award
terms,payments from the FRF as a general matter will be subject to the provisions of the Uniform
Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards(2 CFR
part 200) (the Uniform Guidance), including the cost principles and restrictions on general
provisions for selected items of cost.
6.4 Vendor agrees that City will,until the expiration of the federal retention period as
referenced in 2 CFR 200.334, have access to,and the right to examine at reasonable times,any
directly pertinent books,documents,papers,and records(hard copy,as well as computer generated
data) of Vendor involving transactions related to this Agreement. This right to audit also extends
to any obligations assigned to any subcontracts or agreements formed between the Vendor and any
subcontractors to the extent that those subcontracts or agreements relate to fulfillment of
the Vendor's obligations to City under this Agreement. City will have access during normal
working hours to all necessary facilities, staff,and workspace in order to conduct audits.City will
provide the Vendor with reasonable advance notice of intended audits. The Vendor must provide
records within ten(10)business days or a mutually agreed upon timeline.
6.5 If the U.S. Treasury requests recoupment from City any funds related to
this Agreement, Vendor must reimburse the City within sixty (60) days from receipt of the
final notice of recoupment.City agrees to work with Vendor throughout the recoupment timeline
as promulgated in the IFR or any subsequent rule or guidance issued by the U.S.Treasury.
6.6 Vendor must keep and maintain,for a period not less than five (5)years after the
completion of the Services,any and all records relating to the Services and distributed funds.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
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and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees,or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANYRESULTING LOST
PROFITS)AND PERSONAL INJURY,INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES,
SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend,settle or pay will not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section,Vendor will have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however,City will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event
City, for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement,City
will have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
Vendor will fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with copies of
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all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement.If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise,such use is materially adversely restricted,Vendor will,at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or(c) replace the software and
documentation with equally suitable,compatible,and functionally equivalent non-infringing
software and documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City,subsequent to which termination City may seek any and all
remedies available to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
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Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):E]
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear.The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City.Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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11. Compliance with Laws,Ordinances,Rules and Reeulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCREVIINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth CDFI Friendly America
Attn: Assistant City Manager Adina Abramowitz
200 Texas Street 7340 Rural Lane
Fort Worth,TX 76102-6314 Philadelphia,PA 19119
Facsimile: (817)392-8654 Email:[adina@cdfifriendlyamerica.con
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
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17. Governine Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas.If any action,whether real or asserted,at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will 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 government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30)days from the date that the services are completed. In such event, at Vendor's
option,Vendor will either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
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of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides, and documentation that are created,published,displayed,or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product!). Further,City
will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right,title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due,or rights of retention thereto on the part of City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
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. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor.Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 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"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of
the Agreement.
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30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1)does not boycott energy companies; and(2)will not boycott energy companies during the term of the
contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1)does not boycott energy companies; and(2)will not boycott energy companies during the term of this
Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S.,S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2)will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
Dec 6,2021
(signature page follolvs)
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
city: Vendor:
Vendor Services Agreement Page 11 of 21
v.1.3(August 27,2021)
By: Jesu%J.Chapa ec6, 0210� By:
Name 1 Jay Chapa Name: dina Abramowitz
Title: Deputy City Manager Title: an7 ng Member
Dec 6,2021
Date: Date:
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
pig, s of this contract, including ensuring all
By: performance and reporting requirements.
Name: obert Sturns
Title: Pirector,Economic Development
By:
Approved as to Form and Legality: Name: bert Sturn
Title: Oirector,Economic Developmen>
By: City Secretary:
Name: yler F. Wallac
Title: Assistant City Attorney
Jan nette S.Goodall,City Secretary(Dec 6,20211.3 CST)
By:
Contract Authorization: Name: Ronald P.Gonzales
M&C: [M&C 21-080q Title: Acting City Secretary
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OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement
v.1.3(August 27,2021) FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Vendor will complete the Service for the City. The Services will result in building the City's capacity to
attract,engage,and facilitate substantial new financing by CDFIs on a sustainable and ongoing basis. That
capacity will be the product of a full range of organizations and individuals with working knowledge of
CDFIs and understanding of CDFI financing. That financing will be in support of and consistent with the
stated goals and priorities of the collaborative City-community education, organizing, and planning work
defined by the Services.
To perform the Services,the Vendor will work with the City's Economic Development Department in
coordination with the Department of Diversity&Inclusion.
Summary
Vendor will begin work on November 1, 2021, and, in the absence of a force majeure, will complete the
Services by April 30,2023.As part of the Services,the Vendor must:
Inform and create a CDFI Friendly strategy to significantly increase CDFI financing in
Fort Worth with a priority on financing for communities of color, people of color, and others that
have long been denied full access to essential financing on reasonable and appropriate terms;
- Help the City build the Fort Worth community's capacity by establishing an independent,
permanent CDFI Friendly entity("CDFI Friendly Fort Worth")with appropriate local Board and
staff to manage and execute the community's CDFI Friendly strategy;
- Educate individuals and institutions that are interested in participating in this strategy on:
o CDFIs and the CDFI industry, including what they finance,how they function,who they
serve,what products they offer,and what complementary civic roles they play,
o Non-CDFI (mainstream) financial institutions, including what they finance, how they
function, who they serve, what products they offer, and what additional civic roles they
plan,
o Community development strategies and opportunities that might benefit the target markets
the strategy identifies;
o The fundamentals of community development finance; and
o Other topics as needed and appropriate.
- Research in quantitative and qualitative ways past community development efforts in Fort
Worth, local market conditions, significant market trends and/or opportunities, and other elements
that might affect the community's decisions;
Research relevant community development and CDFI strategies in other markets that might
be relevant to the emergent CDFI Friendly Fort Worth strategy;
Create and coordinate a working coalition("the coalition")for the purposes of developing
and implementing the strategy. The coalition will comprise:
o City officials and staff,
o Mainstream financial institution executives and staff working in Fort Worth,
o CDFI executives and staff working in and interested in working in Fort Worth,
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v.1.3(August 27,2021)
o Entrepreneurs and real estate developers working in target markets or interested in working
in target markets,
o Business executives and staff interested in increasing the supply of flexible, affordable
CDFI financing in Fort Worth, including but not limited to business executives and staff
that seek access to this financing,
o Business, civic, community,neighborhood,homeowner, and other associations interested
in increasing the supply of flexible,affordable CDFI financing in Fort Worth,
o Community development, small business, homeownership, and other capacity-building
organizations that can increase the effectiveness of the CDFI Friendly strategy;
o Other people and organizations interested in increasing the supply of flexible, affordable
CDFI financing in Fort Worth;
- Work with the coalition to identify credit gaps that CDFI financing might fill and prioritize
them to inform the CDFI Friendly business strategy;
- Without regard to the status of these steps towards creation of CDFI Friendly Fort Worth,
refer potential CDFI financing customers in Fort Worth and facilitate,as appropriate,to a CDFI or
CDFIs so that the CDFI(s)might finance the customers;
Scope and scale the prospective financing markets in Fort Worth that are not currently
served or are only partially filled by financial institutions, including but not limited to CDFIs, and
where CDFI financing might produce significant economic,community, social,or other benefits;
Prepare—in collaboration with the working coalition—a business plan that clarifies and
illuminates key findings, assumptions, resource needs, market priorities, and projected outcomes
of a CDFI Friendly strategy for Fort Worth;
During the business planning process, engage—for the purpose of ensuring the business
plan is appropriate and workable—Fort Worth residents, business owners, developers, City
officials, financial institutions, CDFIs (including CDFIs that demonstrate interest in working in
Fort Worth), CDFI investors (including investors that are not currently working in Fort Worth),
CDFI funders,the federal CDFI Fund in the U.S.Department of the Treasury, and others who are
important to the implementation of CDFI Friendly Fort Worth;
- Train CDFI Friendly Fort Worth Board Members and staff in the requisite policies and
practices of a CDFI Friendly entity and support them in developing policies and procedures;
Work with the Board and staff of CDFI Friendly Fort Worth to capitalize the entity and its
Enhancement Fund and to establish policies necessary for operation of the entity;
- Assist the Board and staff of CDFI Friendly Fort Worth in its duties, including but not
limited to identifying potential financing customers, identifying CDFIs for potential financing
customers,facilitating CDFIs in working in Fort Worth,coordinating CDFI financing activity with
local mainstream financial institutions,and other duties.
Complete other duties as necessary to establish and operate CDFI Friendly Fort Worth.
Key Assumptions
Based on conversations to date,the Vendor is scoping its work based on the following assumptions:
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v.1.3(August 27,2021)
1. The Vendor will provide expertise, information, research, and staffing to this engagement at its
discretion, consistent with the guidance of the working coalition, and sufficient to complete the
work on the schedule agreed to in this contract.
2. The Vendor will work on-site (in Fort Worth)to the greatest extent possible and as necessary to
complete its work, allowing for the possibility that COVID-19 or other factors outside both the
client's and the Vendor's control may affect the ability to travel and/or to meet in person during
the engagement.
3. City will provide meeting spaces,as needed,most importantly for the two large meetings planned
in January and June/July 2022.
4. City will commit the Grant Funding subject to the execution of a separately binding contract
between the City and Vendor for the same.
5. City will commit to the Enhancement Fund subject to the execution of a separately binding contract
between the City and Vendor for the same.
6. Vendor must provide periodic written updates to the client and responds in a timely and appropriate
manner to all requests for information,updates,and presentations.
7. Vendor will organize monthly meetings with the City and will meet as needed as often as necessary
to complete the Services.
Workplan
Consistent with GAANT chart attached to this Schedule,the Vendor will begin work on or about
November l'and complete work on April 30,2023.
Vendor's Services will involve four main activities:
Outreach&Launch (November 2021-mid-January 2022)
The effort will publicly"Launch"the second week of January 2022 at a kick-off gathering of all potential
partners in Fort Worth.That meeting will present:
- An introduction to CDFIs&the CDFI Industry
- Why the City of Fort Worth is working on CDFI Friendly Fort Worth
- Explanation of the CDFI Friendly Fort Worth model&Vision
- Introduction of key Vendor and client personnel
o Announcement of commitments of support from the City,financial institutions,
community organizations,CDFIs,and others,as possible
- Presentation of the CDFI Friendly Workplan&Timeline
- Question and Answer
- Next Steps
In preparation for the launch, the Vendor will meet with City officials, community and neighborhood
leaders,CDFI leaders,business leaders,financial institution leaders,and others to explain the Services and
the CDFI Friendly approach. To the extent possible, Vendor will seek to secure public commitments of
support for the effort.At the same time,the Vendor will review current and past community development
and community development efforts in the City and will explore other,comparable cities where CDFIs are
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v.1.3(August 27,2021)
working to identify promising elements of successes there. Vendor will develop appropriate outreach and
educational materials.Finally,Vendor will design,organize,plan,and run the January 2022 kickoff event.
One goal for the kickoff meeting is to announce the City's financial commitment to the planned
Enhancement Fund as well as supplemental incentive funding to bring CDFIs to Fort Worth early in the
process to pursue financing opportunities while the work is in its earlier stages.
Educating& Organizing(January-July 2022)
Following the January event, the Vendor will conduct at least 50 group, community meetings for the
primary purposes of(1)learning about potential credit gaps and(2)teaching participants about the potential
roles CDFIs might play.These meetings will be organized in appropriate ways,i.e.,neighborhood residents
in some instances and African American business leaders in other instances. In addition, those meetings
will seek to identify and recruit potential working coalition members.
The Vendor also will conduct at least 100 individual meetings with key leaders across sectors.The purpose
of these meetings will be to learn about their past and ongoing efforts related to community development
finance,their interest in the CDFI Friendly Fort Worth effort,their willingness(as appropriate in the cases
of financial institutions and philanthropic institutions) to provide financial support to the resulting CDFI
Friendly Fort Worth strategy, their potential interest in participating in the working coalition or in other
roles,and their ability to provide guidance on potential credit gaps.
The Vendor will create,organize, and facilitate the working coalition starting in January to help guide the
educational and organizing capacity-building work, to introduce key prospective partners to one another,
and to provide input for the June/July 2022 large-group gathering. In addition,the working coalition will
assume responsibility with support from the Vendor for the production of 25-30 "deal sheets"—short
summaries of potential CDFI financing opportunities in Fort Worth. These deal sheets may reveal active
demand that CDFIs could meet during this period and will provide vital discussion material for the
June/July 2022 meeting. The Vendor will work with CDFIs in Fort Worth, in Texas, and elsewhere to try
to meet immediate CDFI financing demands.
During the phase, the Vendor will assist in the formation of the CDFI Friendly Fort Worth entity—a
nonprofit legal entity that will implement the CDFI Friendly Fort Worth strategy, continuing indefinitely
after Vendor has completed its work. To that end,the Vendor will identify and meet with potential Board
members, recommend to the working coalition the core Board members for start-up, and provide CDFI
Friendly Board member training. In addition,to assist the core Board in its first and most important duty,
the Vendor will facilitate a search for the founding Executive Director of the entity and assist the Board as
it completes the process,resulting in the hiring and onboarding of that person.
This organizational work will ensure that there is a local entity actively involved in business planning and
implementation of CDFI Friendly Fort Worth.
The Vendor will design,develop,plan,and conduct the June/July 2022 large-group convening.The purpose
of this convening is to understand the depth and breadth of support for a CDFI Friendly Fort Worth strategy
and,more concretely,to bring together partners around the"deal sheets"to demonstrate how CDFIs work
in complement to banks,other financial institutions, community development and economic development
organizations, local residents, and others. Finally, the convening will give final shape to the financing
priorities of the Fort Worth community.
Business Planning(July- October 2022)
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The Vendor will combine all of the work to date, organized around the priorities that result from the
June/July 2022 convening, into a complete and actionable business plan. During preparation of the plan,
the Vendor will work with the working coalition and remain in contact with key stakeholders in the City to
test business assumptions and the specifics in the plan.
The Vendor will engage in an iterative process with prospective participants in CDFI Friendly Fort Worth
to gain feedback and to adapt the plan as needed. During these discussions, Vendor will work to secure
financial commitments—as appropriate—from banks, philanthropic institutions, and others to the
Enhancement Fund and to the ongoing operating costs of the CDFI Friendly Fort Worth entity.
The plan will be a comprehensive CDFI Friendly Fort Worth action plan that the City and others will use
to operationalize the strategy. It will provide a timeline, explain CDFI financing priorities, set financing
goals, and detail steps to fully operationalize the CDFI Friendly Fort Worth entity.
Ramp Up Implementation (November 2022 Apri12023)
With completion of the business plan, the Vendor will assist the Board and Executive Director of CDFI
Friendly Fort Worth to stand up the entity and to ramp up its capacity to facilitate CDFI financing. This
will include creation of appropriate legal documents—such as filing the IRS nonprofit application and
developing policies for use of the Enhancement Fund, community outreach, CDFI outreach, investor
relations,and other duties as needed.
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EXHIBIT B
PAYMENT SCHEDULE
1. Compensation.
1.1.City will compensate Vendor in an amount up to One Million Five Hundred Thousand
Dollar and Zero Cents ($1,500,000.00) for all Services performed under this Agreement
to include the total of Vendor's fixed fee and all reimbursable expenses for the Term of
this Agreement.
1.1.1. Fee. As full and complete compensation for all Services described herein,
Vendor will be paid a fixed fee of One Million Thirty-Five Thousand Dollars
and Zero Cents ($1,035,000.00). City will pay Vendor in the following
installments set forth below:
1.1.1.1. One Hundred Fifteen Thousand Dollars and Zero Cents
($115,000.00) within thirty (30) days after the City executes this
Agreement, which will cover payment for all Services rendered from
November 2021 through December 2021.
1.1.1.2. Fifty-Seven Thousand Five Hundred Dollars and Zero Cents
($57,500) on a monthly basis beginning in January 2022 and ending in
March 2023 for all Services rendered through each respective month.
1.1.1.3. Fifty-Seven Thousand Five Hundred Dollars and Zero Cents
($57,500.00) for services rendered through April 2023. Notwithstanding
anything to the contrary, the City may withhold this final payment until
such time as the City determines that all Services have been performed in
accordance with this Agreement.
1.1.2. Reimbursable Expenses.In addition to any fee due under Section 1.1.1,
the City will reimburse Vendor up to Four Hundred Sixty-Five Thousand and
Zero Dollars ($465,000.00) for reasonable and necessary expenses incurred for
travel, which includes food, lodging, transportation, mileage, and meals (but no
alcohol) ("Reimbursable Expenses"). Incurred Reimbursable Expenses will be
paid concurrently with any invoice submitted for the performance of Services.
1.2.At the end of each month during the Term of this Agreement,Vendor will provide the City
with a signed fee invoice summarizing: (i) the portion of the Services that have been
completed and(ii)the eligible Reimbursable Expenses that have been incurred. If the City
requires additional reasonable information, it will request the same promptly after
receiving the above information, and the Vendor will provide such additional reasonable
information to the extent the same is available. Invoices must be submitted to the City of
Fort Worth, Economic Development Director, 1150 South Freeway, Ste. 106,Fort Worth,
Texas 76104.
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EXHIBIT C
REPORTING GUIDELINES
Reports are due according to the following schedules:
Quarterly Pro'ect and Expenditure Report Periods Report Due
First July 1 —Sept 30 Oct 15
Second Oct 1 —Dec 31 Jan 15
Third Jan 1 —Mar 31 April 15
Fourth —April 1 —Jun 30 Vuly 15
Annual Project and Expenditure Report Periods Report Due Date
Year 1 Dct. 1 —Sept. 30, Oct. 15,2022
022
Year 2 Dct. 1 —Sept. 30,2023 Oct. 15,2023
Year 3 Dct. 1 —Sept. 30,2024 ct 15, 2024
Year 4 j2ct. 1 —Sept. 30,2025 ct 15,2025
Year 5 loct. 1 —Sept. 30,2026 ct 15,2026
Annual Performance Reporting Periods Report Due Date
Year 1 July 1 —June 30, July 15,2022
022
Year 2 July 1 —June 30,2023 -July 15, 2023
Year 3 July 1 —June 30,2024 July 15,2024
Year 4 uly 1 —June 30,2025 July 15,2025
Year 5 uly 1 —June 30,2026 July 15,2026
STANDARDS FOR FINANCIAL MANAGEMENT
In accordance with 2 CFR 200 — Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards,Vendor will develop, implement and maintain financial management
and control systems, which include,at a minimum accurate payroll, accounting and financial reporting
records, cost source documentation, effective internal and budgetary controls, and determination of
reasonableness, allowability and allocability of costs, and timely and appropriate audits and resolution
findings.
Vendor must maintain an effective accounting system,which will:
• Identify and record valid transactions
• Record transactions to the proper accounting period in which transactions occurred
• Describe transactions in sufficient detail to permit proper classification
• Maintain records that permit the tracing of funds to a level of detail that establishes that the funds
have been used in compliance with contract requirements
• Adequately identify the source and application of funds of each grant contract
• Generate current and accurate financial reports in accordance with contract requirements
REPORTS,INSPECTIONS,AND MONITORING REVIEWS
Vendor will submit fiscal, progress, programmatic, and other reports as requested by City in the approved
format.
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� 1
Any authorized representatives of the local, state or federal government have the right, at all reasonable
times,to inspect or otherwise evaluate the work performed or being performed and the premises in which
it is being performed.Vendor will participate in and provide reasonable access to facilities for assisting said
representatives.All inspections and evaluations will be performed in such a manner as will not unduly delay
the work.
PARTICIPANT RECORDS
Vendor grants City, the Inspector General, the Comptroller General of the United States, or any of their
duly authorized representatives,the right of timely and unrestricted access to any books,documents,papers,
or other records of Vendor pertinent to the Agreement, in order to make audit, examinations, excerpts,
transcripts and copies of such documents. This right also includes timely and reasonable access
by City fiscal and program personnel for the purpose of reviewing,interviewing,evaluating and monitoring
related to such documents.
City retains the right of access to Vendor's records or the right to obtain copies of said records for audit,
litigation,or other circumstances that may arise.
These documents will be maintained and retained by the Vendor in accordance with state and federal
retention schedules. If any litigation, claim, or audit involving these records begins before the retention
period expires,the Organization will retain the records and documents in accordance with state and federal
retention schedule or until litigation,claims,or audit findings are resolved,whichever is later.
ALLOWABLE COSTS
City's payment to Vendor does not stop the City from determining that certain costs were ineligible for
reimbursement or payment. If the City determines that a cost the City has paid for is ineligible for
reimbursement,Vendor will refund the ineligible amount to the City.City will determine whether costs
submitted by Vendor are allowable and eligible for reimbursement. If City has paid funds to Vendor for
unallowable or ineligible costs,City will notify Vendor in writing,and Vendor
must return the funds to City within thirty (30) calendar days of the date of this written notice.City may
withhold all or part of any payments to Vendor to offset reimbursement for any unallowable or ineligible
expenditure that Vendor has not refunded to City,or if financial status report(s)required are not submitted
by the due date(s).
SINGLE AUDIT
An audit must be completed if required by 2 CFR Part 200.500-520. If the guidance does not require a
single audit,Vendor will notify City in writing.
Independent Single or Program-Specific Audit. If Vendor within Vendor's fiscal year, expends a total
amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds
awarded,Vendor must conduct a single audit or program-specific audit in accordance with the 2 CFR 200.
The $750,000 federal threshold amount includes federal funds passed through by way of other agency
awards.The audit must be conducted by an independent certified public accountant and in accordance with
2 CFR Part 200 and Government Auditing Standards.
EQUIPMENT
Any purchase of equipment must be consistent with the Uniform Guidance at 2 CFR Part 200 Subpart D.
Equipment acquired under this program must be used for the originally authorized purpose.Consistent with
2 CFR 200.313,any equipment acquired using federal funds shall vest in the non-Federal entity.
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Procedures for managing equipment must meet the following requirements:
(1)Property records must be maintained that include a description of the property,a serial number or other
identification number,the source of funding for the property,who holds title,the acquisition date,and cost
of the property, percentage of Federal participation in the project costs for the Federal award under which
the property was acquired,the location,use and condition of the property,and any ultimate disposition data
including the date of disposal and sale price of the property.
(2)A physical inventory of the property must be taken and the results reconciled with the property records
at least once every two years.
(3)A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of
the property. Any loss,damage,or theft must be investigated.
(4)Adequate maintenance procedures must be developed to keep the property in good condition.
(5)If the non-Federal entity is authorized or required to sell the property, proper sales procedures must be
established to ensure the highest possible return.
Disposition.When original or replacement equipment acquired under FRF is no longer needed for the
original project,the non-Federal entity must request disposition instructions from the City.
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v.1.3(August 27,2021)
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10/19/21 M&C FILE NUMBER: M&C 21-0809
LOG NAME: 17ARPA ALLOCATION CDFI FRIENDLY AMERICA
SUBJECT
(ALL)Approve Allocation of$3,000,000.00 in Funds from the American Rescue Plan Act and Authorization Execution of a Contract with CDFI
Friendly America, LLC to Bring Financing from One or More Community Development Financial Institutions to the City in Support of Business
Equity Capacity Building
RECOMMENDATION:
It is recommended that the City Council:
1. Approve the allocation of up to$3,000,000.00 from the American Rescue Plan Act,Subtitle M (Coronavirus State and Local Fiscal Recovery
Funds);and
2. Authorize the City Manager to enter into a contract with CDFI Friendly America, LLC to bring financing from one or more Community
Development Financial Institutions to the City in support of Business Equity Firm capacity building.
DISCUSSION:
The proposed contract with CDFI Friendly America, LLC would engage the consultant to provide consulting services in assessing the potential
roles of Community Development Financial Institution(CDFI)financing in the community,organizing potential CDFI Friendly strategies,developing
an actionable CDFI Friendly business plan, and providing the City with consultative capacity-building support for the implementation of that
business plan in collaboration with the Economic Development Department and the Department of Diversity&Inclusion.
A general outline of the scope of work to be provided includes:
• Inform and create a CDFI Friendly strategy to significantly increase CDFI financing in Fort Worth with a priority on financing for communities
of color,people of color,and others that have long been denied full access to essential financing on reasonable and appropriate terms;
• Help the City build its community's capacity by establishing an independent, permanent CDFI Friendly entity("CDFI Friendly Fort Worth")
with appropriate local board and staff to manage and execute the community's CDFI Friendly strategy;
• Perform research and make reports on past community development efforts in Fort Worth, local market conditions,significant market trends
and/or opportunities,and other elements that might affect the community's decisions;
• Work with the City and identified stakeholders to identify credit gaps that CDFI financing might fill and prioritize them to inform the CDFI
Friendly business strategy;and
• Prepare—in collaboration with the City and identified stakeholders—a business plan that clarifies and illuminates key findings,assumptions,
resource needs, market priorities,and projected outcomes of a CDFI Friendly strategy for Fort Worth.
The initial term of the engagement would start on November 1,2021,and continue until April 30,2023.At the end of the Initial Term,any additional
work shall be performed on a time-and-expense basis at the applicable rate(s)outlined in the contract. The proposed contract would utilize up to
$3,000,000 of ARPA funding to launch the program and help capitalize the CDFI Friendly Fort Worth Enhancement Fund that the consultant might
use to incent CDFI engagement in Fort Worth while CDFI Friendly Fort Worth is ramping up its operations and outreach.
Allocation of ARPA Subtitle M Funding
Responding to the negative economic impacts of the coronavirus pandemic is a specifically identified use of ARPA dollars under Section 603(c)
(1)(A)of Title VI of the Social Security Act(added by ARPA). Treasury Department guidance specifically notes that these Fiscal Recovery Funds
can be deployed for a broad range of uses to address"the disproportionate . . .economic impacts of the crisis on the hardest-hit communities,
populations, and households" and to provide services and additional investments in Qualified Census Tracts. Minority owned firms and
communities of color have shown disproportionate financial impacts from the pandemic;therefore,it has been determined that establishing this
program is an eligible use of funds as a response to negative economic impact on hard-hit communities.
Capacity building efforts for Business Equity firms was also determined to be a qualified priority by City Management for ARPA funding as
approved by the City Council in M&C 21-0445 on June 22,2021. ARPA funds must be committed by the end of 2024 and spent by the end of
2026.
Approval of this M&C will allocate $3,000,000 for FY2022 in the American Rescue Plan Act project in the Grants Operating Federal Fund
budget. Necessary reporting and documentation requirements will be followed to ensure the City can comply with all reporting requirements of the
ARPA legislation.
The following chart reflects the current status for allocation of the City's ARPA funding under Subtitle M and incorporates each ARPA M&C on the
October 19,2021 Council Agenda:
1 11 IM&C's
Total CFW ARPA Subtitle M
Funding $173,745,090.00 21-0445
Allocations Approved To-Date $6,000,000.00 25ARPA-VFW TDG
Pending Allocation $1,000,000.00 13ARPA-ADMINISTRATION
Pending Allocation $10,100 000.00 19ARPA ALLOCATIONS TO HOUSING AND HUMAN
SERVICES PROJECTS
Pending Allocation $300,000.00 25ARPA-WRMC MURAL PLAQUES
Pending Allocation $2,400,000.00 7117ARPA ALLOCATIONS UNTHSC
Pending Allocation $4,245,533.42 17ARPA ALLOCATIONS EVANS&ROSEDALE
REDEVELOPMENT
Pending Allocation $3,000,000.00 17ARPA ALLOCATION CDFI FRIENDLY AMERICA(This M&C)
Remaining Unallocated $146,699,556.58
Balance
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations,funds are available in the current operating budget,as
appropriated,of the Grants Operating Federal Fund.The Economic Development Department and Diversity& Inclusion Department shall be
responsible for ensuring that only expenditures allowable under the American Recovery Plan Act are charged to this funding source.
Submitted for City Manager's Office W. Jay Chapa 5804
Originating Business Unit Head: Robert Sturns 2663
Additional Information Contact: Robert Sturns 2663
Christina Brooks 8988
Expedited