HomeMy WebLinkAboutContract 62342CSC No. 62342
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FOR ENVIRONMENTAL AND CLIMATE JUSTICE COMMUNITY CHANGE GRANT
SUSTAINABLE FUTURES AND AIR QUALITY PLANNING IN FORT WORTH
BETWEEN THE CITY OF FORT WORTH AND
NORTH TEXAS COMMISSION FOUNDATION
This PARTNERSHIP 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 North Texas Commission Foundation ("Statutory Partner"), a
Texas nonprofit corporation, each individually referred to as a"party" and collectively referred to as the
"parties."
RECITALS
WHEREAS, the United States Environmental Protection Agency ("EPA") has an Environmental
and Climate Justice Community Change Grant ("CCG") program; and
WHEREAS, CCG grant funding is competitive opportunity available through the Inflation
Reduction Act of 2022 to support local efforts to advance environmental and climate justice activities that
benefit local communities; and
and
WHEREAS, each application for a CCG may seek a maximum award of up to $20,000,000.00;
WHEREAS, the City, in making an application as the lead applicant for the CCG is required by
federal law to partner with a community-based, non-profit organization to serve as a statutory partner; and
WHEREAS, the City and North Texas Commission Foundation desire to apply for a CCG grant
for air quality monitoring projects in the City of Fort Worth; and
WHEREAS, if awarded, funding is intended to support programs in Fort Worth such as air quality
planning, as further outlined in this Agreement and the application; and
WHEREAS, City and Statutory Partner desire to enter into this Agreement in connection with
applying for the CCG for air quality planning, and if awarded, completing the requirements of the CCG;
NOW, THEREFORE, City and Statutory Partner, acting through their duly authorized
representatives agree as follows:
1. INCORPORATION OF RECITALS.
The foregoing recitals are true and correct, form the basis upon which this Agreement is entered
into, and are incorporated by reference in this Agreement.
PARTNERSHIP AGREEMENT FOR ENVIRONMENTAL AND Page 1 of 17
CLIMATE JUSTICE COMMUNITY CHANGE GRANT
SUSTAINABLE FUTURES AND AIR QUALITY PLANNING IN FORT WORTH OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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A. The CCG is identified in E�ibit "A" which is attached hereto and incorporated by reference. Upon
award of the CCG, the parties agree to amend Exhibit "A" to include the information from the
award.
B. City shall act as the Lead Applicant for the CCG.
C. Statutory Partner shall assist City with the application for CCG grant funding for greenspace
acquisition and recovery projects in the City of Fort Worth, and if awarded, provide survey
development, data analysis, and community engagement services ("Services"), which are set forth
in more detail in Exhibit "A" which is attached hereto and incorporated herein for all purposes.
D. City's Duties — City shall perform the duties identified in Exhibit A and pay Statutory Partner in
accordance with the terms of Exhibit A.
E. Statutory Partner's Duties — Statutory Partner shall perform its duties in accordance with the terms
of Exhibit A.
3. TERM.
This Agreement shall begin on the date signed by both parties and shall expire on December 31,
2027, unless terminated earlier in accordance with this Agreement. This agreement may be renewed and
extended upon written agreement of the parties in order to complete the objectives of the CCG grant within
the timelines speciiied in the grant.
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City shall not pay or reimburse Statutory Partner in connection with the application for the CCG
grant. If a grant is awarded by the EPA, City shall reimburse Statutory Partner as a subrecipient under the
CCG grant for the Service performed pursuant to this Agreement in an amount not to exceed Fifty
Thousand Dollars and No Cents ($50,000.00). City shall not reimburse Statutory Partner any amount for
any Services that are not authorized under the CCG Grant. Statutory Partner shall 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 shall not be liable for any
additional expenses of Statutory Partner not specified by this Agreement unless City first approves such
expenses in writing.
5. TERMINATION.
5.1 Termination Upon Failure to Obtain Grant Fundin� If the EPA does not approve a CCG
grant for the City and Statutory Partner, this Agreement shall automatically terminate upon receipt of notice
from the EPA that a CCG grant was not awarded. In the event this occurs, the parties agree to execute a
written ternunation of this agreement.
5.2 Duties and Obligations of the Parties., In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Statutory Partner for services actually rendered up to the effective
date of termination and Statutory Partner shall 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
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Agreement for any reason, Statutory Partner shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Statutory Partner has received access to
City Information or data as a requirement to perform services hereunder, Statutory Partner shall return all
City provided data to City in a machine-readable format or other format deemed acceptable to City.
6. FLOW DOWN REQUIREMENTS.
Statutory Partner shall comply with the following requirements to ensure the EPA award is used in
accordance with Federal statutes, regulations, and the terxns of the EPA award:
6.1 Title VI of the City Rights Act of 1964 and other Federal statutes and regulations prohibiting
discrimination in Federal financial assistance programs, including Section 13 of the Federal
Water Pollution Control Act Amendments of 1972, Section 504 of the Rehabilitation Act of
1973, and the Age Discrimination Act of 1975. Statutory Partner shall not discriminate on the
basis of race, color, national origin, sex, disability or age.
6.2 Reparting Subawards and Executive Compensation under Federal Funding Accountability and
Transparency Act (FFATA) set forth in the General Condition of the City's agreement with the
EPA entitled "Reporting Subawards and Executive Compensation."
6.3 The limitations on individual consult fees as set forth in the General Condition 2 CFR 1500.10
and the General Condition of the City's agreement with the EPA entitled "Consultant Fee Cap."
6.4 EPA's prohibition on paying management fees as set forth in the General Condition of the
City's agreement with EPA entitled "Management Fees."
6.5 The Procurement Standards in 2 CFR Part 200 including those requiring competition when the
subrecipient acquires goods and services from contractors (including consultants) and
Domestic preferences for procurements at 2 CFR 200.322.
6.6 Subawards shall not be conditioned in a manner that would disadvantage applicants for
subawards based on their religious character.
6.7 All other statutes, regulations and Executive Orders that apply to the subaward.
7. ADDITIONAL REQUIREMENTS.
7.1 Reporting Requirements. Statutory Partner shall comply with all program performance and
financial and administrative reporting requirements applicable to the grant requirements and
shall provide City with all necessary information to enable City to make these reports to the
EPA.
7.2 Financial Records Retention. In accordance with 2 CFR § 200.334, Statutory Partner shall
retain financial records, supporting documents, statistical records, and all other non-Federal
entity records pertinent to the grant award for a period of three years from the date of
submission of the final expenditure report. Statutory Partner shall comply with any additional
record retention requirements on program income used after the end of the period of
performance that is specified in close-out agreements.
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SUSTAINABLE FUTURES AND AIR QUALITY PLANNING IN FORT WORTH
7.3 MBE / WBE Utilization.. If required, Statutory Partner will comply any MBE/WBE utilization
requirements under the grant and supply all information necessary for the City to complete and
submit a"MBE/WBE Utilization Under Federal Grants and Cooperative Agreements" report
to the EPA on an annual basis.
8. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
8.1 Disclosure of Conflicts. Statutory Partner hereby warrants to City that Statutory Partner has
made full disclosure in writing of any existing or potential conflicts of interest related to
Statutory Partner's services under this Agreement. In the event that any conflicts of interest
arise after the Effective Date of this Agreement, Statutory Partner hereby agrees immediately
to make full disclosure to City in writing.
8.2 Confidential Information. Statutory Partner, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as
confdential and shall not disclose any such information to a third party without the prior
written approval of City.
8.3 Unauthorized Access., Statutory 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. Statutory Partner shall 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, Statutory Partner shall, in good faith, use all commercially
reasonable efforts to cooperate with City in identifying what information has been accessed by
unauthorized means and shall fully cooperate with City to protect such City Information from
further unauthorized disclosure.
9. RIGHT TO AUDIT.
Statutory Partner agrees that City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, have access
to and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Statutory Partner involving transactions relating to
this Agreement at no additional cost to City. Statutory Partner agrees that City shall have access during
normal working hours to all necessary Statutory Partner facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. City
shall give Statutory Partner reasonable advance notice of intended audits.
10. INDEPENDENT CONTRACTOR.,
It is expressly understood and agreed that Statutory Partner shall 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, Statutory Partner shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees,
consultants and subcontractors. Statutory Partner acknowledges that the doctrine of respondeat superior
shall not apply as between City, its officers, agents, servants and employees, and Statutory Partner, its
officers, agents, employees, servants, Statutory Partners and subcontractors. Statutory Partner FURTHER
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AGREES THAT NOTHING HEREIN SHALL BE CONSTRUED AS THE CREATION OF A
PARTNERSHIP OR JOINT ENTERPRISE BETWEEN CITY AND Statutory Partner. It is further
understood that City shall in no way be considered a co-employer or a joint employer of Statutory Partner
or any officers, agents, servants, employees or subcontractors of Statutory Partner. Neither Statutory
Partner, nor any officers, agents, servants, employees or contractors of Statutory Partner shall be entitled to
any employment benefits from City. Statutory Partner shall 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
subcontractor.
ll. LIABILITY AND INDEMNIFICATION.
ll.1 LIABILITY - Statutory PaYtneY shall be liable ar�d responsible for ar�y and all pYoperty
loss, property damage and/or personal injury, including 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 interztiorzal miscorzduct of Statutory PartneY, its officeYs, agerzts, servants oY employees.
ll.2 GENERAL INDEMNIFICATION - Statutory Partner hereby covenants and agrees to
indemr�ify, hold haYmless and defer�d city, its officers, ager�ts, servants and employees, from ar�d agair�st
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 Statutory Partner's business and any resulting lost
profits) and✓or peYsohal injury, including death, to ahy and all persohs, arising out of or in conrzection
with the performance of Statutory Partner's duties as identified in Exhibit A of this Agreement, to the
extent caused by the hegligent acts ov omissions or malfeasance of Statutory Partner, its officevs, agerzts,
servants or employees.
ll.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Statutory Partner agrees to
defer�d, settle, or pay, at its own cost and exper�se, ar�y clairrc or action against City foY infrir�gement of
any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
softwaYe ar�d/or documentation in accordar�ce with this AgYeement, it being ur�deYstood that this
agreement to defehd, settle or pay shall not apply if City rrcodifies oY misuses the soft►vaYe and/oY
documentation. So long as Statutory Partner bears the cost and expense ofpayment for claims or actions
against Cirypuvsuant to this sectioh, Statutory Pavthev shall 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, Ciry shall have the right to fully participate in ahy and all such settlement,
negotiatiohs, or lawsuit as necessary to protect Ciry's interest, and City agrees to cooperate with Statutory
Partner 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 Ciry for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such clainc or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Statutory Partner shall fully participate and cooperate with City in defense of such claim or action.
City agrees to give Statutory Partner timely written notice of any such claim or action, with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment
of costs or expenses shall not eliminate Statutory Partner's duty to indemnify City under this Agreenzent.
If the softrvare 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, Statutory Partner shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the softrvare and/or documentation; or (b) modify the softrvare andlor
documentation to make it non-infringing, provided that such modification does not materially adversely
affect City's authorized use of the softrvare and/or documentation; or (c) replace the software and/or
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docurrcentation with equally suitable, compatible, and functionally equivalent r�on-infYingir�g softwaYe
and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Statutory Partner terminate this Ag�^eement, and refund all amounts paid to
Statutory PaYtner by Ciry, subsequent to which teYmir�ation City rrcay seek nny nnd all remedies available
to City under law.
12. ASSIGNMENT AND SUBCONTRACTING.
12.1 Assignment• Statutory Partner shall not assign or subcontract any of its primary duties,
obligations or rights under this Agreement without the prior written consent of City. If City
grants consent to an assignment, the assignee shall execute a written agreement with City and
Statutory Partner under which the assignee agrees to be bound by the duties and obligations of
Statutory Partner under this Agreement. Statutory Partner and Assignee shall be jointly liable
for all obligations of Statutory Partner under this Agreement prior to the effective date of the
assignment.
12.2 Subcontract. If City grants consent to a subcontract for primary duties, such subcontractor
shall execute a written agreement with Statutory Partner referencing this Agreement under
which subcontractor shall agree to be bound by the duties and obligations of Statutory Partner
under this Agreement as such duties and obligations may apply. Statutory Partner shall provide
City with a fully executed copy of any such subcontract.
13. INSURANCE. StatutoryPartnermustprovideCitywithcertificate(s)ofinsurancedocumentingpolicies
of the following types and minimum coverage limits that are to be in effect prior to commencement of any
Services pursuant to this Agreement:
13.1 Covera�e and Limits
13.11 Commercial General Liability:
131.11 $1,000,000 - Each Occurrence
131.1.2 $2,000,000 — General Aggregate Limit
131.1.3 $2,000,000 — Products/Completed Operations Aggregate Limit
13.1.1.4 $1,000,000 — Personal and Advertising Injury Liability Limit
13.1.2 Automobile Liability
13.1.2.1 $1,000,000 — Combined Bodily Injury and Property Damage
Liability: Each Accident Limited
131.2.2 Coverage will be on any vehicle used by Statutory Partner, 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.
13.1.3 Worker's Compensation: [INTENTIONALLY DELETED]
13.1.4 Employers' liability
131.41 $1,000,000 - Bodily Injury by accident; each accident/occurrence
13.1.4.2 $1,000,000 - Bodily Injury by disease; each employee
131.4.3 $1,000,000 - Bodily Injury by disease; policy limit
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13.1.5 Pollution Liability (Errors & Omissions): [INTENTIONALLY DELETED]
13.1.6 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.
13.2 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.
13.3 The workers' compensation policy must include a Waiver of Subrogation (Right of
Recovery) in favor of City.
13.4 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.
13.5 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.
13.6 Any failure on the part of City to request required insurance documentation will not
constitute a waiver of the insurance requirement.
13.7 Certificates of Insurance evidencing that Statutory Partner has obtained all required
insurance will be delivered to the City prior to Statutory Partner proceeding with any wark
pursuant to this Agreement.
14. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Statutory Partner agrees that in the performance of its obligations hereunder, it shall 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 Statutory Partner of any violation of such laws,
ordinances, rules or regulations, Statutory Partner shall immediately desist from and correct the violation.
15. NON-DISCRIMINATION COVENANT.
Statutory Partner, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Statutory Partner's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
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of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY STATUTORY PARTNER, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN
INTEREST, STATUTORY PARTNER AGREES TO ASSUME SUCH LIABILITY AND TO
INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
16. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by electronic means with confrmation of the transmission, or (3) received by
the other party by United States Mail, registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Dan Miracle, Sr. Environmental Specialist
Environmental Services
100 Fort Worth Trail
Fort Worth, Texas 76102
Tel: 817-713-1703
Email: Daniel.miracle@fortworthtexas.gov
With copy to Fort Worth City Manager's Office and
the City Attorney's Office at same address
To STATUTORY PARTNER:
North Texas Commission Foundation
Attn: Dawn Miller
8445 Freeport Parkway
Suite 640
Irving, Texas 75063
Tel: 972-621-0400
Email: dawn@ntc-dfw.org
17. SOLICITATION OF EMPLOYEES.
Neither City nor Statutory Partner shall, 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 shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
18. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers ar immunities.
19. NO WAIVER.
The failure of City or Statutory Partner 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 City's or Statutory
Partner's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
20. GOVERNING LAW / VENUE.
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This Agreement shall 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
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
21. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
22. FORCE MAJEURE.
City and Statutory Partner 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: acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, and/or any other similar causes.
23. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
24. 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 shall not be employed in the interpretation of this Agreement including its Exhibits.
25. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
26. ENTIRETY OF AGREEMENT.
This Agreement, including its Exhibits, contains the entire understanding and agreement between
City and Statutory Partner, 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.
27. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
28. WARRANTY OF SERVICES.
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Statutory Partner 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 Statutory Partner's option, Statutary
Partner shall 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 Statutory Partner for the nonconforming
services.
29. IMMIGRATION NATIONALITY ACT.
Statutory Partner shall verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification Form (I-
9). Upon request by City, Statutary Partner shall provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Statutory Partner
shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any Statutory Partner employee who is not legally eligible to perform such
services. STATUTORY PARTNER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY STATUTORY PARTNER, STATUTORY PARTNER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Statutory Partner, shall
have the right to immediately terminate this Agreement for violations of this provision by Statutory Partner.
30. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement (collectively, "Work ProducY'). Further, City shall 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 shall 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 shall be considcred 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,
Statutory Partner 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.
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. This Agreement and any amendment hereto,
may be executed by any authorized representative of Statutory Partner whose name, title and signature is
afiixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
32. CHANGE IN COMPANY NAME OR OWNERSHIP
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Statutory Partner shall 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
Statutory Partner or authorized of�cial 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.
33. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Statutory Partner acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, the City is prohibited from entering into a contract with a company with 10 ar more full-time
employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the
City 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" have the meaning ascribed to those terms by Chapter 2271 of the Texas Government
Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing
this Agreement, Statutory Partner certifies that Statutory Partner's signature provides written verification
to the City that Statutory Partner: (1) does not boycott Israel; and (2) will not boycott Israel during the term
of this Agreement.
34. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
If Statutory Partner has fewer than 10 employees or this Agreement is for less than $100,000,
this section does not apply. Statutory Partner acknowledges that in accordance with Chapter 2276 of the
Texas Government Code, 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 Statutory
Partner that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this
Agreement, by signing this Agreement, Statutory Partner certifies that Statutory Partner's signature
provides written verification to the City that Statutory Partner: (1) does not boycott energy companies; and
(2) will not boycott energy companies during the term of this Agreement.
35. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
If Statutory Partner has fewer than 10 employees or this Agreement is for less than $100,000,
this section does not apply. Statutory Partner acknowledges that except as otherwise provided by Chapter
2274 of the Texas Government Code, 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 Statutory Partner that it: (1) does not have a practice, policy, guidance, ar 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. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement, by signing this Agreement, Statutory Partner
certifies that Statutory Partner's signature provides written verification to the City that Statutory Partner:
(1) does not have a practice, policy, guidance, or directive that discriminates against a�rearm entity or
PARTNERSHIP AGREEMENT FOR ENVIRONMENTAL AND Page 11 of 17
CLIMATE JUSTICE COMMUNITY CHANGE GRANT
SUSTAINABLE FUTURES AND AIR QUALITY PLANNING IN FORT WORTH
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
(signature page and exhibits follow)
PARTNERSHIP AGREEMENT FOR ENVIRONMENTAL AND Page 12 of 17
CLIMATE JUSTICE COMMUNITY CHANGE GRANT
SUSTAINABLE FUTURES AND AIR QUALITY PLANNING IN FORT WORTH
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on
the date signed by the City's Assistant City Manager ("Effective Date").
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
Valerie Washington (Nov 21, 2024 08:53 CST)
By: Valerie Washington
Assistant City Manager
Date: Nov 21, 2024
APPROVAL RECOMMENDED:
u).,,u;k � By: � ------,----Name: Wyndie Tmpen
Title: Environmental Assistant Director
ATTEST:
By:
Name: Jannette S Goodall
Title: City Secretary
STATUTORY PARTNER:
North Texas Commission Foundation
Chri";�ov20,2024 23:42 csn By: Chris Wallace
CEO
Date: Nov 20, 2024
APPROVED AS TO FORM AND LEGALITY: CONTRACT COMPLIANCE MANAGER:
By: "'1. Kevin finders, I/
Name: M. Kevin Anders, II
Title: Assistant City Attorney I
CONTRACT AUTHORIZATION:
M&C: ---------DATE: ------1295: ---------
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: Nixa Benitez
Title: Interim Environmental Manager
PARTNERSHIP AGREEMENT FOR ENVIRONMENTAL AND
CLIMATE JUSTICE COMMUNITY CHANGE GRANT
Page 13 of 17
SUSTAINABLE FUTURES AND AIR QUALITY PLANNING IN FORT WORTH
EXHIBIT A
GRANT IDENTIFICATION
United States Environmental Protection Agency
Environmental and Climate Justice Community Change Grant
Statutory Partner's registered name and Unique Entity Identifier in the System for Award
Management:
2. Federal Award Identification Number (FAIN) (Assistance ID No. on the EPA Notice of Award: _
3. EPA Award Date:
4. Subaward Period — Performance Start: End Date:
5. Federal Award Project Description:
6. Assistance Listing Number and Name for each EPA award used to support the subaward:
7. Indirect cost rate for pass-through entity's federal award:
STATUTORY PARTNER'S DUTIES
Statutory Partner shall perform the following duties:
A. Statutory Partner shall be the City's Statutory Partner for purposes of the City's application
for the United States Environmental Protection Agency Environmental and Climate Justice
Community Change Grant.
B. Statutory Partner shall create and post written communications to promote key data
findings and insights related to the City's projects it is performing as a recipient of the
Environmental and Climate Justice Community Change Grant on the following social
media platforms: Facebook, LinkedIn, and X(formerly known as Twitter). Statutory
Partner shall not post any information related to this proj ect on TikTok.
C. Statutory Partner shall create and post written communications through its Weekly
Stakeholder Updates digital publication to promote key data findings and insights related
to the City's projects it is performing as a recipient of the Environmental and Climate
Justice Community Change Grant.
D. Statutory Partner shall allow a City representative to present an update and project findings
during Statutory Partner's tri-annual board meetings.
E. Statutory Partner shall allow a City representative to provide updates on the City's projects
during Statutory Partner's North Texas Mayors' Calls to inform regional leadership about
the City's projects and to promote the need to reduce air pollution and the importance of
air quality monitoring.
Statutory Partner Services Agreement — Exhibit B Page 14 of 17
F. Statutory Partner shall provide information and other insights about the City's projects at
its weekly speaking engagements to promote the work the City is performing as a recipient
of the Environmental and Climate Justice Community Change Grant.
G. Statutory Partner shall inform regional media, including, but not limited to, print,
television, and digital media outlets, about the importance of the City's projects related to
the Environmental and Climate Justice Community Change Grant.
H.
I.
Statutory Partner shall allow the City to participate at any conference sponsored by the
Statutory Partner, with the type of participation to be mutually agreed upon in writing by
the Parties.
Statutory Partner shall provide proof of all expenditures to the City within 30 days after
Statutory Partner submits a request for reimbursement under the grant.
Statutory Partner shall provide City with all information or supplemental information
necessary related to the City's grant application or re-application, as necessary.
CITY'S DUTIES
A. City shall be the Lead Applicant for the City's application for the United States
Environmental Protection Agency Environmental and Climate Justice Community Change
Grant.
B. City shall be responsible for
reporting responsibilities under
subawards to Statutory Partner.
the overall management, performance, oversight, and
the grant. City shall also be responsible for making
C. City shall be responsible for the receipt of federal funds, if awarded by the United States
Environmental Protection Agency. City shall also ensure the proper expenditure of these
grant funds, if any, and shall be liable for any unallowable costs.
D. City shall follow all applicable laws and regulations, and is responsible for ensuring that
Statutory Partner is responsible for compliance with all applicable laws and regulations.
City shall also be responsible for any applicable risk management associated with the
proj ect.
E.
F.
City shall pay Statutory Partner the rate of $150.00 per hour to perform the services
described in this Exhibit A.
City shall use reasonable efforts to ensure the accuracy of the information it provides to
Statutory Partner regarding City's projects under this Agreement.
PROCEDURE FOR REPLACING STATUTORY PARTNER
City, at its sole option, retains the discretion to replace Statutory Partner as Statutory Partner with
another statutory partner for good cause related to Statutory Partner's performance of this Agreement.
Before electing to replace Statutory Partner, City shall provide Statutory Partner with written notice
PARTNERSHIP AGREEMENT FOR ENVIRONMENTAL AND Page 15 of 17
CLIMATE JUSTICE COMMUNITY CHANGE GRANT
SUSTAINABLE FUTURES AND AIR QUALITY PLANNING IN FORT WORTH
identifying the deficiencies with Statutory Partner's performance with the Agreement. Upon receipt of this
written notice, Statutory Partner shall cure these deficiencies within thirty (30) days. If Statutory Partner
fails to cure these deficiencies within this time frame, City has the right to terminate this Agreement with
Statutory Partner and select a new Statutory Partner. Upon City's election to replace Statutory Partner, City
shall replace Statutory Partner with another statutory partner with comparable expertise, experience,
knowledge, and qualifications to Statutory Partner to ensure that the City successfully completes its
obligations under the terms of its grant, if awarded, within three years.
PARTNERSHIP AGREEMENT FOR ENVIRONMENTAL AND Page 16 of 17
CLIMATE JUSTICE COMMUNITY CHANGE GRANT
SUSTAINABLE FUTURES AND AIR QUALITY PLANNING IN FORT WORTH
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
North Texas Commission Foundation
Attn: Dawn Miller
8445 Freeport Parkway
Suite 640
Irving, Texas 75063
Statutory Partner hereby agrees to provide City with independent audit basic financial statements, but also
the fair presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Statutory Partner and to execute any agreement,
amendment or change order on behalf of Statutory Partner. Such binding authority has been granted by
proper order, resolution, ordinance or other authorization of Statutory Partner. City is fully entitled to rely
on the warranty and representation set forth in this Form in entering into any agreement or amendment with
Statutory Partner. Statutory Partner will submit an updated Form within ten (10) business days if there are
any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives
a revised Form that has been properly executed by Statutory Partner.
Name: Chris Wallace
Position: CEO
�
Chris Wallace (Nov 20, 202423:42 CST)
Slgnature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President / CEO
Other Title:
Date: N OV 20, 2024