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HomeMy WebLinkAboutContract 59240CSC No. 59240 INTERLOCAL AGREEMENT BETWEEN TARRANT COUNTY AND THE CITY OF FORT WORTH TO FUND AND ORGANIZE AN ENTITY TO SUPPORT THE TEXAS A&M DOWNTOWN FORT WORTH CAMPUS AND SURROUNDING AREA This Interlocal Agreement ("Agreement") is between Tarrant County ( "County"), a political subdivision of the State of Texas, and the City of Fort Worth ("City"), home -rule municipal corporation (collectively, the "Parties"), and shall be effective upon execution by both parties ("Effective Date"). The Parties have reviewed this Agreement and agree to the following: WHEREAS, Tarrant County and the City are partnering to assist in the synchronization and success of the Texas A&M University System campus in downtown Fort Worth ("Innovation Hub"); WHEREAS, the Innovation Hub will be a major opportunity for economic development and growth in the City and County through intentional integration and planning; WHEREAS, the City and the County, in collaboration with the Texas A&M University System ("TAMUS"), are currently in developer procurement for two buildings, the Gateway Building and Innovation and Research Building, that will be a part of the Innovation Hub ; WHEREAS, the County and City desire to fund and organize an entity ("Entity") which will serve as the point of coordination between the City, County, developer(s), TAMUS, corporate tenants, and local stakeholders; WHEREAS, the anticipated costs of funding, organizing, and the services to be provided by the entity is up to $4,000,000.00 over a four (4) year period, of which both the City and Tarrant County will contribute $2,000,000.00; WHEREAS, any payments or performance required by this Agreement shall come from current revenues legally available to the Parties; WHEREAS, this Agreement is made pursuant to the authority of Section 791.001of the Texas Government Code; and WHEREAS, the subject of this Agreement is necessary for the benefit of the public and each party has the legal authority to perform and to provide the governmental function or service which is the subject matter of this contract. NOW, THEREFORE, for and in consideration of the mutual undertaking hereinafter set forth and for adequate consideration given, the Parties agree to the following: 1. Services. The City and County covenant and agree to fully perform, or cause to be performed, with good faith and due diligence, all services consistent with the functions described in this Agreement. Interlocal Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 5 2. Term. The term of this Agreement shall commence upon execution by both Parties and shall continue and remain in full force and effect until January 31, 2027, unless terminated earlier in accordance with this Agreement. 3. Termination. Either the City or County may immediately terminate this Agreement without cause, by giving thirty (30) days written notice to the other party. Upon termination by either party, the City shall return any funds deposited with it by the County in accordance with this Agreement to the County upon payment in full of all outstanding invoices to the Entity. Within thirty (30) days after receipt of a notice of termination, the City of Fort Worth agrees to submit an invoice showing, in detail, the services performed under this Agreement up to and including the date of termination. The ownership of all assets and services acquired under the Agreement shall be retained by the City of Fort Worth and Tarrant County. 4. Force Majeure. In the event that either Party is unable to perform any of its obligation under the Agreement or to enjoy any of the benefits because of natural disaster, global pandemic, actions or decrees of governmental bodies or communication line failure not the fault of the affected party (referred to as a "Force Majeure Event"), the party who has been so affected immediately agrees to give notice to the other part and agrees to do everything possible to resume performance. Upon receipt of such notice, the Agreement is immediately suspended. If the period of nonperformance exceeds ten (10) calendar days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been affected may terminate the Agreement immediately by giving written notice to the other Party. 5. Entity. The City and County hereby agree that the following actions shall take place prior to the City distributing any funds to the Entity: a. A Services Agreement will be signed between the City, County, and Entity that details out the services to be provided by the Entity in a substantially similar form to the draft agreement attached hereto as Exhibit A ("Services Agreement"). b. The Entity will draft and the City and County will approve new Bylaws for the Entity that change the purpose of the Entity and grant the City Manager, a designee of the City Manager, the County Administrator, and a designee of the County Administrator a place on the Entity's Board of Directors. The Bylaws shall also grant the City and County the ability to appoint four "at large" Directors. The "at large" Directors will be agreed upon by the City and County through the City Manager and County Administrator in writing prior to the Entity's election of officers. c. The Entity will draft and the City and County will approve a name change for the Entity with the Texas Secretary of State. Interlocal Agreement Page 2 of 5 6. Distribution of Funds. a. The County shall make available a total amount not to exceed two million dollars ($2,000,000.00) to the City for purposes of paying the Entity under the Services Agreement, and remit payment to the City in four equal payments of five hundred thousand dollars ($500,000.00) annually on or about the 31st of January, beginning on or about January 31, 2023 and ending on or about January 31, 2026. b. The City shall also make available an amount not to exceed two million dollars ($2,000,000.00) for purposes of paying the Entity under the Services Agreement for a total of budget of four million dollars ($4,000,000.00). 7. Notice. Any notice required to be given under the provisions of this Agreement shall be in writing and shall be duly served when it shall have been personally delivered to the address below, or deposited, enclosed in a wrapper with the proper postage prepaid thereon, and duly registered or certified, return receipt requested, in a United States Post Office, addressed to the County or the City at the following addresses. If mailed, any notice or communication shall be deemed to be received three (3) days after the date of deposit in the United States Mail. Unless otherwise provided in this Agreement, all notices shall be delivered to the following addresses: TO THE COUNTY: TO THE CITY c/o County Administrator 100 E. Weatherford Street Fort Worth, Texas 76196 c/o City Manager 200 Texas Street Fort Worth, Texas 76102 With Copy to the City Attorney at same address Either Party may change addresses by giving the other Party ten (10) days written notice. 8. Applicable Law and Venue. This Agreement is governed by the laws of the State of Texas. The exclusive venue for any action arising out of, in connection with, or in any way relating to this Agreement shall be in a state or federal court of competent jurisdiction in Tarrant County, Texas. 9. Modifications. This instrument contains the entire Agreement between the Parties relating to the rights herein granted and obligations herein assumed. Any oral or written representations or modifications concerning this instrument shall not be effective excepting a subsequent written modification signed by both Parties. 10. Execution. The Agreement may be executed in several counterparts. Each counterpart is deemed an original. All counterparts together constitute one and the same instrument. Each Party warrants that the undersigned is a duly authorized representative with the power to execute the Agreement. Interlocal Agreement Page 3 of 5 SIGNED AND EXECUTED this 7 7 day of S) c earn '' , 2022. COUNTY OF TARRANT STATE OF TEXAS B. Glen Whitley County Judge APPROVED AS TO FORM: Criminal District Attorney's Office* Fund Certification contingent on the approval of the Fiscal Year 2023 Appropriation Adjustments on the 12/27/2022 Commissioners Court CERTIFICATION OF AV _adoreI • A LE FUNDS: $off 000,0.00.00 Tarrant County Auditor *By law, the Criminal District Attorney's Office may only approve contracts for its clients. We reviewed this document as to form from our client's legal perspective. Other parties may not rely on this approval. Instead those parties should seek contract review from independent counsel. THE CITY OF FORT WORTH City of Fort Worth By: Dana Burghdoff (Jan 20, 20'17:42 CST64/ Name: Dana Burghdoff Title: Assistant City Manager Date: Jan 20, 2023 Approval Recommended: By: Name: Title: By: Name: Title: *4- Roger Venables Aviation System Director ---IFORr°A A�y IVS aP o000 Jannette S. Goodall City Secretary Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Robert Sturns Title: Economic Development Director Approved as to Form and Legality: By: Name: John B. Strong Title: Senior Assistant Attorney Contract Authorization: M&C: 22-1076 Interlocal Agreement Page 4 of 5 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A Attached SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH, TARRANT COUNTY, AND FORT WORTH NOW Interlocal Agreement Page 5 of 5 SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH, TARRANT COUNTY, AND FORT WORTH NOW This Services Agreement Between the City of Fort Worth, Tarrant County, and Fort Worth Now ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation organized under the laws of the State of Texas, Tarrant County ("County"), a political subdivision of the State of Texas, and Fort Worth Now ("Contractor"), a Texas non-profit corporation, each individually referred to as a "party" and collectively referred to as the "parties". RECITALS WHEREAS, Contractor has been organized to provide support and assistance to the development and success of the Texas A&M University System campus in downtown Fort Worth ("Innovation Hub"); WHEREAS, the City and County desire to contract with Contractor to provide services, as outlined in Exhibit A, to further the success and impact of commercial development and commercialization of research associated with Innovation Hub; and WHEREAS, Contractor will provide services with goals to develop a vibrant innovation district that attracts world -class tenants and partners and creates a thriving downtown innovation ecosystem in Fort Worth and Tarrant County. NOW, THEREFORE, for and in consideration of the mutual covenants, promises and agreements contained herein, the parties hereby covenant and agree as follows: AGREEMENT 1. Services. Contractor covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, all services consistent with the functions described in the attached Exhibit A and incorporated herein for all purposes ("Services"). Upon execution of the Agreement, Contractor shall develop and deliver a project plan ("Project Plan") that will include specific measurable milestones aligned with agreed upon services outlined on Exhibit A by June 1, 2023. 2. Change Contractors Name and Purpose. a. Name. Contractor shall change its name to "Fort Worth Tarrant County Innovation Partnership" or a substantially similar name following the execution of this Agreement but no later than January 31, 2023. Once the name change has been completed with the Texas Secretary of State, Contractor will send written notification to City and County. b. Purpose. It is anticipated that Contractor will change its purpose in its Certificate of Formation and may need to apply for a new determination letter with the Services Agreement Page 1 of 13 Internal Revenue Service. If Contractor decides not to apply for a new determination letter, it must provide an attorney's opinion detailing why it does not need to do so. City has the right to refuse any payment to Contractor until it is satisfied with the 501(c) (3) status of Contractor. If Contractor applies for a new determination letter, it shall keep City and County apprised of the status of such application in its quarterly reports described below. c. Bylaws and Certificate of Formation. Contractor shall submit its revised Bylaws and amended Certificate of Formation for approval by the City and County prior to approval by the Board of Directors and filing with the Texas Secretary of State, respectively. 3. Term. The term of this Agreement will be effective as of January 1, 2023 ("Effective Date") and expire December 31, 2026, unless lawfully terminated earlier in accordance with the provisions of this Agreement ("Term"). The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to three (3) one-year renewal options. 4. Compensation. The City shall pay Contractor an amount not to exceed four million dollars ($4,000,000.00) for the total of the four years of the Agreement. If the City exercises each of its three renewal options in accordance with the provisions of this Agreement and Exhibit B, Payment Schedule, which is attached hereto and incorporated herein for all purposes. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of Contractor within thirty (30) days of receipt of such invoice. 5. Reports. Contractor shall prepare and deliver quarterly electronic reports (in a form reasonably acceptable to the City and County) detailing the activities and outcomes from services._Each report shall include an outline of activities and outcomes associated with each service to be provided by Contractor. Contractor shall submit to City and County for approval on an annual basis by August 1 of each year, a detailed budget and an expenditure report in a format designed by Contractor and agreed to by City and County prior to the submittal of the first report. Additionally, at least once annually, Contractor will provide a presentation to the Fort Worth City Council and to the Tarrant County Commissioners Court with an update on the Project Plan, development of the Innovation Hub and surrounding area, and key outcomes including investment, jobs and impacts on the community. If Contractor fails to comply with any reporting requirement, the City and County will have the right to withhold any additional fee installments or to immediately terminate this Agreement in accordance with Section 4. 6. Disclosure of Conflicts and Confidential Information. a. Disclosure of Conflicts. Contractor hereby warrants to City and County that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City and County in writing. Services Agreement Page 2 of 13 b. City Ethics Code. Contractor hereby agrees to draft bylaws that will subject each of Contractor's Directors to the City Ethics Code. c. Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City and County ("City and County Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City or County, respectively. d. Public Information Act. City and County are government entities under the laws of the State of Texas and all documents held or maintained by City and County are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City and County shall promptly notify Contractor. It will be the responsibility of Contractor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City or County, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. e. Unauthorized Access. Contractor shall store and maintain City and County Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City or County Information in any way. Contractor shall notify City and County immediately if the security or integrity of any City or County Information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with City and/or County in identifying what information has been accessed by unauthorized means and shall fully cooperate with City and/or County to protect such City or County Information from further unauthorized disclosure. 7. Termination. a. Written Notice. City, County, or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. b. Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City or County in any fiscal period for any payments due hereunder, City or County will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City or County of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. c. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide City and County with services requested by City and County and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide City and County with copies of all completed or Services Agreement Page 3 of 13 partially completed documents prepared under this Agreement. In the event Contractor has received access to City or County Information or data as a requirement to perform services hereunder, Contractor shall return all City or County provided data to City or County, respectively, in a machine readable format or other format deemed acceptable to City or County. 8. Monitorine. Contractor covenants and agrees to fully cooperate with City and County in monitoring the effectiveness of the Services. City and County shall have access at all reasonable hours to offices and records of Contractor for the purpose of such monitoring. 9. Independent Contractor. Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City of Fort Worth or Tarrant County. Contractor shall have exclusive control of and the exclusive right to control the details of the services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractors and program participants. The doctrine of respondent superior shall not apply as between the City and Contractor, County and Contractor, its officers, agents, servants, employees, subcontractors, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor or County and Contractor. It is expressly understood and agreed that no officer, agent, employee, or subcontractor of Contractor is in the paid service of the City of Fort Worth or Tarrant County. 10. Indemnification. a. CONTRACTOR AGREES TO AND SHALL RELEASE CITY AND COUNTY, THEIR 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, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF CITY AND COUNTY, THEIR OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. b. CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND AT ITS OWN EXPENSE, THE CITY AND COUNTY, THEIR OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, OR ATTEMPTED PERFORMANCE OF THIS CONTRACT AND AGREEMENT, AND/OR THE SERVICES PERFORMED HEREUNDER, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE CITY AND COUNTY, THEIR OFFICERS AGENTS, SERVANTS OR EMPLOYEES. Services Agreement Page 4 of 13 c. IN THE EVENT IT IS DETERMINED THAT CONTRACTOR HAS MISUSED, MISAPPLIED OR MISAPPROPRIATED ALL OR ANY PART OF THE FUNDS PROVIDED HEREUNDER, CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF FORT WORTH AND TARRANT COUNTY, THEIR OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS RESULTING FROM SUCH MISUSE, MISAPPLICATION OR MISAPPROPRIATION. d. Contractor shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City and County in substantially the same form as above. e. This Section shall survive the expiration or termination of this Agreement. 11. Form 990; Non -Profit. Within thirty (30) calendar days following execution of this Agreement, Contractor must supply the City and County with a copy of the completed Form 990 filed with the Internal Revenue Service for the full tax year immediately preceding the Effective Date. If Contractor, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damage or injury, including death, to persons or property, Contractor hereby expressly waives its rights to plead defensively such immunity or exemption as against the City or County. 12. Assignment. Contractor shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreement without the prior written consent of City and County, and any attempted assignment of subcontract or same without such prior written approval shall be void and constitute a breach of this agreement. 13. Compliance with Law. Contractor, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of the City of Fort Worth and Tarrant County. It is agreed and understood that, if City or County calls to the attention of Contractor any such violation on the part of Contractor or any of its officers, agents, employees or subcontractors, then Contractor shall immediately desist from and correct such violation. 14. Non -Discrimination. a. Contractor, in the execution, performance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, transgender, gender identity or gender expression, nor will Contractor permit its officers, agents, employees, or subcontractors to engage in such discrimination. b. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Contractor hereby covenants and agrees Services Agreement Page 5 of 13 that Contractor, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee, or employee -applicant has been discriminated against by the terms of such ordinance by either Contractor, its agents, employees or subcontractors. 15. Insurance. a. Contractor shall furnish a certificate of insurance to City and County as proof that it has secured and paid for a policy of public liability insurance covering all public risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Agreement. Such amounts shall be as follows: Bodily injury or death, per person $250,000 Bodily injury or death, per occurrence $500,000 Property damage, per occurrence $100,000 b. With the understanding and agreement that such insurance amounts shall be revised upward at City's and County's option and the Contractor shall revise such amounts within thirty (30) days following notice to Contractors of such requirements. The City of Fort Worth, its' Officers, Employees and Volunteers, along with the County shall be named as an Additional Insured. This insurance shall not be canceled, limited in scope or coverage, or non -renewed, unless thirty (30) days prior written notice has been given to the City of Fort Worth and Tarrant County. c. Contractor further agrees that it shall comply with the Worker's Compensation Act of Texas and shall provide Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 for each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. The policy shall be endorsed with a Waiver of Subrogation on behalf of the City of Fort Worth. 16. Audit. a. Contractor agrees that the City and County shall, until the expiration of three (3) years after final payment under this Contract, have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract. Contractor agrees that the City and County shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City and County shall give Contractor reasonable advance notice of intended audits. Services Agreement Page 6 of 13 b. Contractor further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City and County shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City and County shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City and County shall give subcontractor reasonable advance notice of intended audits. 17. Venue. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, or attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 18. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand -delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: Mr. Robert Sturns Economic Development Department City of Fort Worth 1150 South Freeway, Suite 106 Fort Worth, Texas 76104 (817) 392-2663 Ms. Maegan P. South Economic Development Manager Tarrant County Administration 100 E. Weatherford Street Fort Worth, Texas 76196 (817) 884-1522 With copy to City Attorney's Office at 200 Texas Street Fort Worth, Texas 76102 Fort Worth Now c/o Jarratt Watkins Jwatkins@winstead.com 817-420-8285 19. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City or County does not waive or surrender any of its governmental powers. 20. No Waiver. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Services Agreement Page 7 of 13 21. Prohibition on Contracting with Companies that Boycott Israel. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City and County that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 22. Prohibition on Boycotting Energy Companies. Contractor 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 and County are prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will 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, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 23. Prohibition on Discrimination Against Firearm and Ammunition Industries. Contractor 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 and County are prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will 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, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (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. 24. Amendments/Modifications. No modification or amendment of this Agreement shall be binding upon a party hereto unless such modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. Services Agreement Page 8 of 13 25. 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. 26. Force Maieure. The City, County and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any governmental law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 27. Contract Construction. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 28. 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. 29. Counternarts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be considered an original, but such counterparts shall together constitute one and the same instrument and agreement. Any signature delivered by a party by facsimile or other electronic transmission (including email transmission of a portable document file (pdf) or similar image) shall be deemed to be an original signature hereto. 30. Entire Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void. 31. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. Services Agreement Page 9 of 13 IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples to be effective January 1, 2023. ACCEPTED AND AGREED: City: Contractor: By: By: Name: Dana Burghdoff Name: Title: Assistant City Manager Title: Date: Date: County: By: Name: B. Glen Whitley Title: County Judge Date: APPROVED AS TO FORM: Criminal District Attorney's Office* *By law, the Criminal District Attorney's Office may only approve contracts for its clients. We reviewed this document as to form from our client's legal perspective. Other parties may not rely on this approval. Instead those parties should seek contract review from independent counsel. CERTIFICATION OF AVAILABLE FUNDS: $ Tarrant County Auditor Services Agreement Page 10 of 13 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance By: and reporting requirements. Name: Roger Venables Title: Aviation System Director Approved as to Form and Legality: By: Name: Title: Assistant City Attorney Contract Authorization: M&C: M&C 22-1076 By: Name: Robert Sturns Title: Economic Development Director City Secretary: By: Name: Jannette Goodall Title: City Secretary Services Agreement Page 11 of 13 EXHIBIT "A" Real Estate Development Support • Aid in planning efforts to integrate the Texas A&M University System ("TAMUS") designed and constructed law school building with the developer/City efforts to design and construct the Research and Innovation Building and Gateway Conference Center Building and associated spaces (plaza, parking, etc.). • Coordinate the activities of partners involved in and around the development of the Innovation Hub. • Promote to local, regional and national industry partners the commercialization opportunities associated with the Innovation Hub. • Participate in commercial tenant/partner recruitment with emphasis on research and innovation. • Provide coordination on behalf of all parties in connection with negotiations of the development agreement between the City, TAMUS and chosen developer for the Innovation Hub. Stakeholder and Community Engagement • Secure local and regional philanthropy to help support the Innovation Hub through fund raising associated with business opportunities emerging from the Innovation Hub. • Build stakeholder networks of adjacent property owners to best coordinate and understand development opportunities around the Innovation Hub. • Support efforts to raise funds associated with early -stage funding for business opportunities emerging from the Innovation Hub • Coordinate partner engagement and community stakeholder meetings. Economic Development • Assist with planning efforts to support future growth of the Innovation Hub and surrounding area. • Coordinate with City, County and economic development groups in the City and County, such as the Fort Worth Chamber of Commerce about the opportunities for the use of incentives to help development in and around the Innovation Hub. Milestones • The parties agree to amend this Agreement to ascribe specific milestones upon approval of the Project Plan. Services Agreement Page 12 of 13 Exhibit B Payment Schedule The following represents the payments to be made under this Agreement: 1. Initial Payment ($250,000.00) — to be made within forty-five (45) days of the effective date of this Agreement but only if Contractor successfully changes its name and the City and County approve of the Contractor's change in purpose. 2. First Quarterly Payment ($250,000) — to be made after submission and approval of the Project Plan and all required reports and if required, approval of a new determination letter from the Internal Revenue Service. 3. Subsequent Quarterly Payments ($250,000.00) — to be made after submission and approval of all required quarterly reports and meeting required milestones. If milestones are not met, the payments may be delayed reduced accordingly. 4. Invoices shall be due to the City with submission of each required quarterly report. City will not pay Contractor without submission of a detailed invoice. 5. Each Payment to the Contractor will occur within 30 days following submission and approval of reports. Services Agreement Page 13 of 13 M&C Review Page 1 of 3 CITY COUNCIL AGENDA Create New From This M&C DATE: CODE: SUBJECT: 12/13/2022 REFERENCE NO.: C TYPE: LOG NAME: PUBLIC HEARING: (CD 9) Authorize Execution of an Interlocal Agreement with Tarrant County; Authorize the Acceptance of Funds from Tarrant County in the Amount of $2,000,000.00; Authorize Execution of a Services Agreement Between City of Fort Worth, Tarrant County and Fort Worth Now in an Amount not to Exceed $4,000,000.00 Relative to Services to be Provided That Support the Growth and Success of the Texas A&M University System Research and Innovation Hub and Surrounding Area; and Adopt Appropriation Ordinance in the Amount of $2,000,000.00 Official site of the City of Fort Worth, Texas FORTWORTH 17FW TC INNOVATION PARTNERSHIP RECOMMENDATION: It is recommended that the City Council: **MC 22- 1076 CONSENT NO 1. Approve the acceptance of funds from Tarrant County in the amount of $2,000,000.00 from the American Rescue Plan Act, Subtitle M (Coronavirus State and Local Fiscal Recevery Funds); 2. Authorize the City Manager or his designee to execute an Interlocal Agreement with Tarrant County; 3. Authorize the City Manager or his designee to enter into a Services Agreement between City of Fort Worth, Tarrant County and Fort Worth Now to provide services that support the future growth and success of the Texas A&M University Campus and surrounding area; and 4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Federal Fund, subject to receipt of the grant, in an amount up to $2,000,000.00. DISCUSSION: The purpose of this M&C is authorize the execution of an Interlocal Agreement with Tarrant County and Services Agreement with Fort Worth Now relative to services to be provided that support the future growth and success of the Texas A&M University System Research and Innovation Hub (Innovation Hub); and allocate funds in the amount of $2,000,000.00 from ARPA funds to pay for services provided under the Services Agreement. Interlocal Aareement (ILA) Responding to the negative health and economic impacts of the coronavirus pandemic is a specifically identified use of American Rescue Plan Act (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 mitigate the effects of COVID-19 on local residents and accelerate the community's recovery from the pandemic. To aid in the community's recovery Tarrant County and the City will use ARPA funds in an amount up to $2,000,000.00 each. The City portion of $2,000,000.00 will come from the already set aside $5,000,000.00 in ARPA funding dedicated to the Innovation Hub. Services Aareement The City of Fort Worth and Tarrant County have identified a need to partner on the creation of an entity to assist with the synchronization and success of the Texas A&M System Research and Innovation Hub which consists of the new Texas A&M Law & Education building and two additional http://apps.cfwnet.org/council packet/mc review.asp?ID=30628&councildate=12/13/2022 1/17/2023 M&C Review Page 2 of 3 Texas A&M occupied buildings (Innovation Hub) and surrounding district -wide vision. The entity will work with developer(s), Texas A&M University System (TAMUS), corporate tenants, entrepreneurs, and local stakeholders to maximize the impact of the collaboration between the City of Fort Worth (City) and Tarrant County (County), local industries and top research, education, and workforce training assets of the Texas A&M system. To leverage existing resources, the City and County will utilize the current and mostly inactive Fort Worth Now non-profit corporation by legally amending it to become the Fort Worth Tarrant County Innovation Partnership (FWTCIP), retaining Jarratt Watkins, the current Executive Director of Fort Worth Now to assist with modifying the legal name, amending the bylaws with its new purpose, and creating a new board of directors. The new board of directors will be led by the City and County appointees. This new entity will help spark a vibrant innovation district that attracts world -class tenants and partners, creates partnerships between TAMUS, the City, County, and corporate tenants to build a thriving downtown innovation ecosystem. The Innovation Hub will be a major opportunity for economic development and growth in the City and County. Initial key areas of focus and services to be provided by the FWTCIP will include, but not limited to the following; Real Estate Development Support Serve as lead in coordinating planning efforts to integrate TAMUS designed and constructed building with developer/City efforts to design and construct the Research and Innovation Building and Gateway Conference Center Building and associated spaces (plaza, parking, etc.). Coordinate the activities of partners involved in the development of the Innovation Hub and surrounding area. Participate in commercial tenant/partner recruitment. Provide coordination on behalf of all parties in connection with negotiations of the development agreement between the City, TAMUS and chosen Innovation Hub developer. Research and Innovation Promote to local, regional and national industry partners the commercialization opportunities associated with the Innovation Hub. Work with local and state partners supporting entrepreneurs' efforts throughout the community. Stakeholder and Community Engagement Secure local and regional philanthropy to help support the TAMUS Urban Campus development through fund raising associated with business opportunities emerging from the Innovation Hub. Coordinate partner engagement and community stakeholder meetings. Economic Development Assist with planning efforts to support future growth of the TAMUS Urban Campus and surrounding district -wide vision. Coordinate with City, County and Chamber economic development groups the opportunities for the use of incentives to help development in and around the TAMUS Urban Campus. In consideration of the services to be performed by FWTCIP, the City and County will agree to pay up to $4,000,000.00 spread out over the four year term of a Services Agreement with FWTCIP from funding provided by both the City and Tarrant County. Funds will be used for setting up the new entity and providing services outlined in the agreement. The term of this agreement will be effective as of January 1, 2023 and expire December 31, 2026, unless terminated earlier in accordance with the provisions of the agreement. A Form 1295 will be provided prior to execution of the Services Agreement. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current operating budget, as appropriated, in the Grants Operating Federal Fund. The Economic Development Department (and Financial Management Services) will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure being incurred, the Economic Development Department has the http://apps.cfwnet.org/council packet/mc review.asp?ID=30628&councildate=12/13/2022 1/17/2023 M&C Review Page 3 of 3 responsiblility to validate the availability of funds. This is an advance grant. TO Fund Department Account I Project Program Activity Budget Reference # ID ID I Year I (Chartfield 2) Amount FROM Fund Department Account Project I Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manaaer's Office bv: William Johnson (5806) Originating Department Head: Robert Sturns (2663) Additional Information Contact: Robert Sturns (2663) ATTACHMENTS 17FW TC INNOVATION PARTNERSHIP 21001 A023(r4).docx (Public) M&C 17 FW TC INNOVATION PARTNERSHIP FORM 1295.docx (CFW Internal) http://apps.cfwnet.org/council packet/mc review.asp?ID=30628&councildate=12/13/2022 1/17/2023