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Home My WebLink AboutContract 57544 i CSC No.57544 j I MEMORANDUM OF AGREEMENT I This Memorandum of Agreement("MOA")is made and entered into by and between the City of Fort Worth ("City"), a Texas Home Rule Municipality, acting by and through its duly authorized City Manager,and Flipnmove Productions,Inc.("FIipNMove"),a California corporation,acting by and through its duly authorized representative,each individually referred to as a"party"and collectively referred to as the"parties." WHEREAS, F1ipNMove approached the City to donate funds for the purpose of funding the removal of lead-based paint hazards from eight (8) Fort Worth residences who qualify under the City's existing Lead Safe Program;and WHEREAS, F1ipNMove will use information provided by the City regarding the assisted households to fulfill a settlement agreement between FIipNMove and the Environmental Protection Agency ("EPA");and i WHEREAS, the Parties agree that for their mutual benefit, to execute this MOA including the general parameters of the information to be shared and other general terms. NOW THEREFORE,the Parties agree to the following terms and conditions. 1. Donated Funds.FIipNMove has made a nonrefundable donation to City in the amount of eighty-thousand dollars ($80,000.00) ("Donated Funds") to be used for lead abatement activities and services performed under the City's Lead Safe Program that comply with 40 C.F.R. §745.83.This donation is final and is not subject to repayment for any reason. i 2. City's Responsibilities.Prior to September 30,2022,City will provide FIipNMove with a written report including (i) the name of the state licensing testing and the abatement and certification company that performed related work,(ii)the location and work performed at each selected residence,and (iii) any other publicly-releasable information that the City deems necessary to confirm the work was performed in compliance with the City's Lead Safe Program for services performed at eight(8)Fort Worth residences pursuant to the City's Lead Safe Program that were partially funded using the Donated Funds ("Services").-It is agreed by the Parties that the City will perform all work pursuant to its existing Lead Safe Program, and that the City will not deviate from the program, its policies or procedures, eligibility requirements, or reporting requirements. That Parties agree this is a governmental function by City. It is further agreed that the City will not provide any information that is deemed confidential or private under applicable federal,state,or local laws or regulations,including the federal grant that funds the City's Lead Safe Program. By providing the Donated Funds the City agrees that FIipNMove in no way shall become responsible for the performance of the abatement activities or any claims or causes of action arising out of them. 3. F1ipNMove's Responsibilities. FIipNMove agrees to INDEMNIFY,HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS RELATED.TO FLIPNMOVE'S SETTLEMENT WITH THE ENVIRONMENTAL PROTECTION AGENCY AND ANY RELATED AGREEMENTS. The Parties agree this section shall survive the expiration or termination of this MOA. OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX MOA Between City and FIipNMove Page I of 4 I I 4. General Terms 4.1 The Parties agree that the City is in no way responsible for ensuring compliance with the terms and conditions of the settlement agreement between F1ipNMove and the EPA and that FIipNMove expressly waives any and all claims or cause of action as against City for any failure to comply with the EPA settlement agreement. 4.2 Neither Party shall receive any funds pursuant to this MOA and neither Party shall be obligated to provide any funds to the other for any reason, except as required by FlipNMove's indemnity duties and obligations. This provision does not address or impact the Donated Funds. 4.3 The Parties agree,as evidenced by execution of this MOA,that each Party has received good and valuable consideration for its performance obligations and other promises made herein. 4.4 If the City does not provide the written report as required in Section 2 of this MOA, the City shall be in default. In the event that City is in default,the Parties shall make good faith efforts to extend the deadline for the City to submit the written report; if j after such efforts,the City has not submitted such report, then, as the sole remedy to the default,this MOA shall terminate immediately. 4.5 This MOA is effective upon execution by the Parties and terminates on September 30, 2022,unless extended by mutual consent of the Parties. 4.6 To the extent funds are paid from City to FIipNMove,City shall have the right to audit all pertinent papers of FIipNMove for up to 1 year following expiration of this MOA. The Parties agree no funds are being paid from City to F1ipNMove under this MOA. 4.7 The Parties agree that nothing herein will be construed as the creation of an employer relationship, partnership, joint enterprise, or any other similar relationship between City and F1ipNMove.Neither Party shall be responsible for the actions or omissions of the other. 4.8 This MOA will be construed in accordance with the laws of the State of Texas and venue for any 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. 4.9 The person signing this MOA hereby warrants that they have the legal authority to execute this MOA on behalf of the respective party. This MOA may be executed in multiple counterparts and 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. 4.10 This MOA contains the entire understanding and agreement between City and j FIipNMove as to the matters contained herein.Any prior or contemporaneous oral or written agreement, including any letter accompanying the Donated Funds, is hereby declared null and void.Any modification or amendment to this MOA must be made in writing and signed by both Parties. 4.11 Each party and its counsel have reviewed and revised this MOA and 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 MOA. 4.12 If any provision of this MOA 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. 4.13 Any notices or required reports shall be sent to each Party at the information included below: (signature page follows) MOA Between City and FIipNMove Page 2 of 4 i I To CITY: To FLIPNMOVE: Name: Victor T.Turner Name:Jesse Fawcett Email address: Victor.Turner@fortworthtexas.gov Email address: Jessefawcett@icloud.com icloud.com i Copy to: will@wdfarrarlaw.com Copy to Jo.Gunn@FortWorthTexas.gov Will Farrar William D. Farrar&Associates,PLLC Attorneys and Counselors 1021 ESE Loop 323, Suite 120 Tyler,Texas 75701 Telephone: 903-705-4250 i Facsimile: 888-511-5462 email:will@wdfarrarlaw.com I� (signature page follows) i l MOA Between City and F1ipNMove Page 3 of 4 I i IN WITNESS WHEREOF,the parties hereto have executed this MOA in multiples. CITY: CONTRACT COMPLIANCE MANAGER: By: By signing I acknowledge that I am the j Name: Fernando Costa person responsible for the monitoring and Title; Assistant City Manager administration of this contract, including Date; ,2022 ensuring all performance and reporting requirements, i i APPROVAL RECOMMENDED: BY: Name: Amy Connolly Title: Neighborhood ervices As ' tant Director i APPROVED AS TO FORM AND LEGALITY: By: Name: Victor T.Turner Title: Neighborhood Services Director By: �- Name: Taylor C.Paris Title: Assistant City Attorney IFORr d F moo oO��l� �vo a=A �d . 0 rEX FLIPNMOVE: ATT T: �� o°°°°°° ee ��ua�� FlipNMove Productions,Inc By: -fteS.G..&[[)Mzy11,202216j CDT) By Name: Jannette Goodall Name: Jesse Fawcett Title: City Secretary Title: President Date: M`2b LL�Yz OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX MOA Between City and F1ipNMove Page 4 of 4