HomeMy WebLinkAboutContract 53978 CSC#:53978
AGREEMENT FOR SERVICES
This Agreement for Services ("Agreement") is made and entered into by and between the
City of Fort Worth, a home-rule municipal corporation of the State of Texas ("City"), acting by
and through its duly authorized Assistant City Manager, and United Way of Tarrant County, a
Texas non-profit corporation("Partner"), acting by and through its duly authorized President.
RECITALS
WHEREAS, City has received a direct allotment of funds("Funds")through Title V of the
CARES Act and desires to allocate a portion of that funding to support small businesses
("Recipients")impacted by the Covid-19 pandemic ("Pandemic");
WHEREAS, City will establish and provide for the administration of a Small Business
Stabilization Grant Program("Program")to promote local economic development by maintaining
small business operations and retaining employment within the City,pursuant to 42 U.S.C. §5305
and the Coronavirus Aid, Relief, and Economic Security (CARES)Act;
WHEREAS,the Program will be administered by the Economic Development Department
through a partnership with Partner, the Fort Worth Chamber of Commerce, the Fort Worth
Metropolitan Black Chamber and the Fort Worth Hispanic Chamber to promote and implement
the Program.
WHEREAS, Partner can efficiently capture grant requests through its website and related
applications, and quickly distribute grant funds to Fort Worth area businesses affected by the
Pandemic in accordance with the Program; and
WHEREAS, City and Partner desire to enter into a contract whereby City will provide
Partner with Funds to be distributed by Partner to Recipients in response to the Pandemic.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the
parties agree as follows:
AGREEMENT
1. Scope of Services. Partner covenants and agrees to establish an efficient online
portal to capture grant requests from small businesses, and a system to distribute Funds delivered
to Partner by City in accordance with the Program to Recipients. Partner shall distribute the Funds
as directed by City to Recipients with good faith and due diligence. In furtherance of the Program,
the City and Partner agree to comply with the processes and responsibilities outlined in Exhibit
"A", attached hereto and hereby made a part of this Agreement for all purposes. Because of the
urgent need to implement the Program as quickly as possible, at the request of either the City or
Partner,the other party agrees to meet promptly and in good faith to address and mutually resolve
any issues, concerns, or problems that may arise during the course of the Program.
2. Compensation. In consideration of the services to be performed hereunder by
Partner, City promises and agrees to transfer to Partner the sum of thirty five thousand and
00l100 dollars ($35,000.00). Partner shall not perform any additional services for City not
specified by this Agreement unless City requests and approves in writing the additional costs for
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FT.WORK TX
such services. City shall not be liable for any additional expenses of Partner not specified by this
Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of
Partner within thirty (30) days of receipt of such invoice.
3. Distributions. City will deliver an initial disbursement of five million and 00/100
dollars ($5,000,000) in funding to Partner required to support the Program's grant distributions by
May 29, 2020. Partner shall distribute respective Funds to each eligible Recipient within three (3)
business days of receiving direction from the City of the specific Fund amount to be distributed.
A second disbursement of five million and 00/100 dollars ($5,000,000) will be transferred to
Partner when the initial grant fund balance reaches one million and 00/100 dollars ($1,000,000).
4. Reporting. Partner shall deliver to City's Economic Development Director reports
weekly detailing how the Funds were distributed by Partner ("Weekly Report"). Each Weekly
Report shall contain the following information:
a. A spreadsheet (A) identifying each Recipient, including name, employer
identification or similar number, and business address and (B) detailing date and the
amount of Funds that were distributed to each Recipient.
b. A statement from Partner's bank detailing the incoming transfer of funds from the
City for the Program and outgoing transfer of funds to each Recipient.
5. Collateral. To the extent disbursements from City to Partner to support the
Program's grant distributions deposited in Partner's bank exceed the amounts insured by the FDIC
and remain uninvested in a money market fund or other instrument that complies with the Public
Funds Investment Act, Chapter 2257, TEX. GOVT CODE ANN., as amended, and the City's
investment policy statements, those excess amounts shall be continuously secured by a valid
pledge of direct obligations of the United States of America or other collateral meeting the
requirements of the Public Funds Collateral Act, Chapter 2257, TEX. GOVT CODE ANN., as
amended.
6. Term and Termination.This Agreement shall be for a term beginning May 22,2020
and ending December 31, 2020.
a. Either party may terminate this Agreement upon thirty(30) days' notice in writing
to the other party of such intent to terminate.
b. City may terminate this Agreement immediately for any violation of this
Agreement by Partner.
c. In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments hereunder, City will notify the Partner 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.
d. In the event of any termination under this section, Partner shall reimburse to City
within five(5)business days all Funds that Partner has received under this Agreement that
have not been distributed to Recipients.
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7. Monitoring. City shall be responsible for monitoring the grant of Funds.
8. Independent Contractor. United Way of Tarrant County is referred to herein as
"Partner" solely to reflect the spirit of community-based partnership that it and the City have
undertaken to launch and operate the Program. Notwithstanding any interpretation of this
Agreement to the contrary, Partner shall operate hereunder as an independent contractor and not
as an officer, agent, servant, or employee of City. Partner 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 respondeat
superior shall not apply as between the City and Partner, its officers, agents, servants, employees,
subcontractors, or program participants. Nothing herein shall be construed as creating a
partnership or joint enterprise between City and Partner. It is expressly understood and agreed that
no officer, agent, employee, or subcontractor of Partner is in the paid service of City.
9. Liability and Indemnification. CITY SHALL IN NO WAY OR UNDER ANY
CIRCUMSTANCES BE RESPONSIBLE FOR ANY PROPERTY BELONGING TO
PARTNER, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS,
PROGRAM PARTICIPANTS, OR RECIPIENTS THAT MAY BE LOST, STOLEN,
DESTROYED, OR IN ANY WAY DAMAGED. PARTNER HEREBY AGREES TO
INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS CONCERNING
SUCH PROPERTY. PARTNER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND,AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,AGENTS,
SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR
SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NON-
PERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS,ACTIVITIES,AND
SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART,
BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS OF CITY, AND PARTNER HEREBY ASSUMES
ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS,
SERVANTS,AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY
LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE, OR NON-PERFORMANCE OF THIS
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES, AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS OF CITY. PARTNER LIKEWISE COVENANTS AND AGREES TO
AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST
ANY AND ALL INJURY, DAMAGE, OR DESTRUCTION OF PROPERTY OF CITY,
ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF PARTNER,
ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES,
LICENSEES,PROGRAM PARTICIPANTS, OR RECIPIENTS, WHETHER OR NOT CAUSED,
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IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS OF CITY. PARTNER
AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS,
AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH,
DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH
OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE
INJURY. DEATH, DAMAGE, OR LOSS ,IS CAUSED BY CITY'S SOLE OR CONCURRENT
NEGLIGENCE.
10. Insurance. Partner shall procure and shall maintain during the term of this
Agreement the following insurance coverage:
a. Commercial General Liability (CGL): $5,000,000.00 per occurrence, with a
$10,000,000.00 annual aggregate limit, in a form that is acceptable to the City's Risk
Manager.
b. Non-Profit Organization Liability or Directors & Officers Liability: $1,000,000.00
per occurrence, with a $1,000,000.00 annual aggregate limit, in a form that is acceptable
to the City's Risk Manager.
Partner's insurer(s)must be authorized to do business in the State of Texas for the lines of
insurance coverage provided and be currently rated in terms of financial strength and solvency to
the satisfaction of the City's Risk Manager.
Each insurance policy required herein shall be endorsed with a waiver of subrogation in
favor of the City. Each insurance policy required by this Agreement (except for policies of
workers' compensation or accident/medical insurance, if required) shall list the City as an
additional insured. City shall have the right to revise insurance coverage requirements under this
Agreement.
Partner further agrees that it shall comply with the Texas Workers' Compensation Act and
shall provide sufficient compensation insurance to protect Partner and City from and against any
and all Workers' Compensation claims arising from the work and services provided under this
Agreement.
11. Misappropriation of Funds. In the event it is determined that Partner has misused,
misapplied, or misappropriated all or any part of the Funds provided hereunder, Partner agrees to
indemnify, hold harmless and defend the City, its officers, agents, servants, and employees, from
and against any and all claims or suits resulting from such misuse, misapplication, or
misappropriation.
12. Charitable Immunity. If Partner, as a charitable or 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, Partner hereby expressly waives its rights to
plead defensively such immunity or exemption as against the City.
13. Assignment and Subcontracting. Partner 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 or subcontract of same without such prior written approval
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shall be void and constitute a breach of this Agreement.
14. Compliance with Laws, Ordinances, Rules and Regulations. Partner, its officers,
agents, employees, and subcontractors shall abide by and comply with all federal, state, and local
laws, including all ordinances, rules, and regulations of City. It is agreed and understood that, if
City calls to the attention of Partner any such violation on the part of Partner or any of its officers,
agents, employees, or subcontractors, then Partner shall immediately desist from and correct such
violation.
15. Non-Discrimination Covenant. Partner, in the execution, performance, or
attempted performance of this contract and Agreement, will not discriminate against any person
or persons because of disability, age, familial status, sex, race, religion, color or national origin,
nor will Partner 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 Ill, Division 3, of the City Code of the City of Fort Worth ("Discrimination in
Employment Practices"), and Partner hereby covenants and agrees that Partner, 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 either Partner, its agents,
employees, or subcontractors.
16. Right to Audit Records. Partner agrees that the City shall, until the expiration of
three(3)years after final payment under this Agreement, have access to and the right to examine,
whether in hard copy or electronic format, any directly pertinent books, documents, papers,
and records of the Partner involving transactions relating to this Agreement. Partner agrees that
the City shall have access during normal working hours to all necessary Partner 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 Partner reasonable advance notice of intended
audits. Partner further agrees to include in all of its subcontractor and Recipient agreements
hereunder a provision to the effect that the subcontractor and/or the Recipient agrees that the City
shall, until the expiration of three (3) years after final payment under the subcontract or this
Agreement, have access to and the right to examine, whether in hard copy or electronic format,
any directly pertinent books, documents, papers, and records of such subcontractor or Recipient
involving transactions relating to the subcontract or this Agreement, and further that City shall
have access during normal working hours to all subcontractor or Recipient 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 or Recipient reasonable advance notice
of intended audits.
17. Survival. The Liability and Indemnification and Right to Audit sections herein shall
survive the expiration or termination of this Agreement.
18. Governing Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas. 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.
19. 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:
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City of Fort Worth United Way of Tarrant County
Attn: Economic Development Director Attn: Jeffrey J. Allison
200 Texas Street 1500 North Main Street, #200
Fort Worth Texas, 76102 Fort Worth, Texas 76164
20. No Waiver. The failure of City or Partner to insist upon the performance of any
term or provision of this Agreement or to exercise any right conferred herein shall not be construed
as a waiver or relinquishment to any extent of City's or Partner's right to assert or rely upon any
such term or right on any future occasion.
21. Disclosure of Conflicts and Confidential Information. Partner hereby warrants to
City that Partner has made full disclosure in writing of any existing or potential conflicts of interest
related to Partner's services under this Agreement. In the event that any conflicts of interest arise
during the time in which this Agreement is in effect, Partner hereby agrees immediately to make
full disclosure to the City in writing. Partner, for itself, its officers, agents, and employees, further
agrees that it shall treat all information provided to it by City("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
the City. Partner shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete, or otherwise corrupt City Information in any way.
Partner shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised.
22. 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.
23. Force Majeure. The City and Partner shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement. If either party is unable, either in
whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts,
or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots;
epidemics;public health crises; earthquakes; fires; floods;restraints or prohibitions by any court,
board, department, commission, or agency of the United States or of any state; declaration of a
state of disaster or of emergency by the federal, state, county, or City government in accordance
with applicable law; issuance of a Level Orange or Level Red Alert by the United States
Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or
some other reason beyond the party's reasonable control (each a "Force Majeure Event"), the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event.
24. Headings 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. Review of Counsel. The parties acknowledge that each party and its counsel have
had the opportunity to review and revise this Agreement and that the normal rules of construction
to the effect that any ambiguities are to be resolved against the drafting party shall not be employed
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in the interpretation of this Agreement or any exhibit hereto.
26. Entirety of Agreement and Electronic Signatures. This Agreement (together with
all exhibits and schedules attached hereto and incorporated herein) constitutes the entire
understanding of the parties hereto concerning the subject matter and transaction addressed herein.
Any prior or contemporaneous, oral or written agreement that purports to vary from the terms
hereof shall be void. A signature received via facsimile or electronically via email shall be as
legally binding for all purposes as an original signature.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: APPROVED AS TO FORM AND
LEGALITY:
-�" Pete r Va k
By: By: Y
Jesus J. Chapa Peter Vaky
Deputy City Manager Deputy City Attorney
Date: M&C: none required
Form 1295: none required
Auth: Ord. No. 24161-04-2020
UNITED WAY OF TARRANT COUNTY, 6
a Texas non-profit corporation: «'
Attested by:
/ ! � � //� �`{ V •.`k}�A,( � ♦ ASS `v*
Name: Leah M.King Mazy J. Keyser, City Secre 8
Title: President and CEO
Date: June 3,2020
OFEC9AL RECORD
Agreement for Services COTY SOMEWRY
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EXHIBIT "A"
I. City of Fort Worth Roles & Responsibilities
a) Marketing—The City of Fort Worth, along with its partners at the Fort Worth Chamber
of Commerce, Fort Worth Metropolitan Black Chamber of Commerce and the Fort
Worth Hispanic Chamber of Commerce will market and promote the grant program
through email, social media and other channels to ensure that there is effective awareness
of the program and the application process.
b) Application Review—The City of Fort Worth Economic Development Department,
along with representatives from each Chamber of Commerce, will review all applications
and documentation received through the application portal on a daily basis. The initial
review team will determine if the applicant meets the base eligibility requirements and
which funding level they would qualify for. As a part of this initial review, the City of
Fort Worth will determine if the applicant is a minority-owned businesses and if they are
located in a Neighborhood Empowerment Zone (NEZ) or Designated Investment Zone. A
secondary review team will review the recommendation from the initial review team and
prioritize applicants. Applicants that are not approved for funding will be notified by the
City of Fort Worth no later than June 26, 2020.
c) Funding Recommendation—After review of the application, a final recommendation
for funding will be developed and provided to United Way for disbursement. The City of
Fort Worth will track all funding recommendations to ensure that commitments to
minority owned businesses and businesses located in a NEZ/Designated Investment Zone
are met.
d) Records —The City of Fort Worth will maintain all records including the applications
and documentation submitted under this program.
H. United Way of Tarrant County Roles & Responsibilities
a) Web Presence—United Way, under guidance from the City, will develop and launch a
web portal that will be the site for receiving all applications for the grant program. The
City will have viewing rights to the portal to review all applications received and
documentation provided. The City will receive real time notifications of applications
received through the portal on a daily basis. United Way will have the portal developed
by May 22°a to allow for testing of the site. The application period will open May 26,
2020 and close June 8, 2020.
b) Grant Disbursement— Once United Way has received a funding recommendation for
the City,they will notify the applicant that funding has been approved and will disburse
the grant funds through ACH deposit or check. United Way will disburse grant funds no
Agreement for Services—Exhibit A Page 8 of 9
i Y
1
later than three (3) days from receiving the funding recommendation from the City of
Fort Worth. United Way will report to the City on a daily basis the amount of grant
applications that have been processed and the amount of funds remaining in the account.
c) Fund Accounting—United Way will maintain the grant funds under a separate fund
account so all expenditures can be tracked. United Way will conduct a single fund
account audit of the grant program as part of their annual process and share those results
with the City of Fort Worth upon completion.
Agreement for Services—Exhibit A Page 9 of 9