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HomeMy WebLinkAboutContract 47220 1 p CITY SECRETARY CONTRACT NO SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND FORT WORTH METROPOLITAN BLACK CHAMBER OF COMMERCE This Agreement ("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, acting by and through Jesus Chapa, its duly authorized Assistant City Manager, and the Fort Worth Metropolitan Black Chamber of Commerce ("Contractor"), a Texas non-profit corporation, acting by and through Devoyd Jennings, its duly authorized President and Chief Executive Officer, each individually referred to as a "party" and collectively referred to as the "parties." RECITALS WHEREAS, the Fort Worth Metropolitan Black Chamber of Commerce provides professional services to small minority and women owned businesses; and WHEREAS, the City of Fort Worth desires to contract with Fort Worth Metropolitan Black Chamber of Commerce on a consulting basis to provide professional services, as outlined in Exhibit "A", to small minority and women owned businesses and to Fort Worth residents who are owners of these small businesses; and WHEREAS, the Fort Worth Metropolitan Black Chamber of Commerce has offered to provide such professional services on a consulting basis with the City to citizens of the City of Fort Worth; 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 measurables ("Services") described in the attached Exhibit "A" and incorporated herein for all purposes incident to this Agreement. The Services shall be performed in accordance with these measurables, attached hereto as Exhibit "A" and with the budget, attached hereto as Exhibit "B" and incorporated herein for all purposes incident to this Agreement. 2. Term. Such Services are to be provided for a period beginning November 1, 2015, and ending September 30, 2016 (the "Term"). ,t, Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 1 of 11 '%' 3. Fee. In consideration of the Services to be performed hereunder by Contractor, City promises and agrees to pay Contractor $117,457.00 in eleven installments of $10,677.91 to be dispersed upon submission and approval of monthly reports. There will be no payments remitted for this FY2015-16 contract term until all monthly reports have been submitted and approved for the previous contract year. Contractor will submit electronic monthly report only no later than the 201h of the month following the month which is reported for services performed by Contractor in performance of this Agreement using the measurables set forth in Exhibit "A". Each measurable shall be submitted in an editable excel format and the attachments shall be in the readable .pdf file format. The report will include but is not limited to the following: complete name of business, complete address, complete contact information and the identification of business services of those assisted in the measurable; detailed information associated with outreach activities, capacity enhancements and workshops. When a measurable involves distinct items, a copy of at least one item must be attached to the report, when the number reported is at least one. If information is not complete, payment will not be rendered until such completed information is submitted in each measurable. Each monthly report must be prepared and signed by a representative of the Contractor that has received the Training for City of Fort Worth Fund Recipients: Reporting Requirements ("Fiscal Training"), or by a Certified Public Accountant. If the Contractor deviates from this reporting requirement, the Contractor will be considered in non-compliance with this Agreement. Any non-compliance by Contractor under Section 3 of this Agreement may jeopardize the Contractor's ability to receive future funding from the City. 4. Termination. Either party may, without or without cause, cancel this Agreement upon thirty (30) days written notice to the other party of such intent to terminate. If the City exercises its right to terminate this Agreement prior to its expiration, Contractor's obligations to the City under this Agreement shall continue until the date such termination actually takes effect. In the event of such termination, on the date of termination Contractor shall reimburse to the City all funds it has received, but not otherwise committed, earned by Services performed, or encumbered by contract, under this Agreement. If, on the date of termination, Services have been performed by Contractor but Contractor has not been reimbursed for such Services, City shall reimburse Contractor for the Services performed up to the date of termination. 5. Training. The Chief Executive Officer, Executive Officer, or Chief Financial Officer of Contractor shall receive Fiscal Training on an annual basis. Evidence of receipt of such training shall be submitted to the City no later than December 30, 2015. Contractor shall be responsible for training its representatives at its own cost and expense. 6. Monitoring. Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 2 of 11 Contractor covenants and agrees to fully cooperate with City in monitoring the effectiveness of the Services, and City shall have access at all reasonable hours to offices and records of Contractor for the purpose of such monitoring. 7. 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. 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, 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. 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. 8. Indemnification. CONTRACTOR 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, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND AT ITS OWN EXPENSE, THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTYDAMAGE 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,ITS OFFICERS A GENTS,SERVANTS OR EMPLOYEES. 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, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR SUITS RESULTING FROM SUCH MISUSE, MISAPPLICATION OR MISAPPROPRIATION. Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 3 of 11 Contractor shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. This Section 8 shall survive the expiration or termination of this Agreement. 9. Non-Profit. 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. 10. 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 any attempted assignment of subcontract or same without such prior written approval shall be void and constitute a breach of this agreement. 11. 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. It is agreed and understood that, if City 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. 12. Non-Discrimination. 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. This Agreement is made and entered into with reference specifically to Chapter 17, Article I1I, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Contractor hereby covenants and agrees 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. 13. Insurance. a. Contractor shall furnish a certificate of insurance 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 contract and agreement. Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 4 of 11 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 with the understanding and agreement that such insurance amounts shall be revised upward'at City'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 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. b. 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. 14. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City 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 of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 15. Audit. Contractor agrees that the City 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 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 shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City 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 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 shall give subcontractor reasonable advance notice of intended audits. 16. Venue. Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 5 of 11 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. 17. 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: Robert Sturns Devoyd Jennings, President Economic Development and Chief Executive Officer Department Fort Worth Metropolitan Black City of Fort Worth Chamber of Commerce 1150 South Freeway, Suite 106 1150 South Freeway, Suite 211 Fort Worth, Texas 76104 Fort Worth, Texas 76104 (817) 212-2680 (817) 871-6538 With copy to City Attorney's Office at 1000 Throckmorton Street Fort Worth, Texas 76102 18. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 19. 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. 20. 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. 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. Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 6 of 11 22. Force Maieure. The City 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 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. 23. 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. 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. 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. 26. 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. 27. 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. IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective November 1, 2015. [SIGNATURES APPEAR ON FOLLOWING PAGES] Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 7 of 11 FORT WORTH METROPOLITAN BLAC CHAMBER OF COMMERCE evoyd nn' , President a Chief Exe ti facer STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Devoyd Jennings, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the Fort Worth Metropolitan Black Chamber of Commerce and that he executed the same as the act of said Fort Worth Metropolitan Black Chamber of Commerce for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 5. Lorene Colier P commission Exores y 0 _�®e , Notar bl' m and for he ___.._. State of ex nlrryfi c Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 8 of 11 %0 CITY OF FORT WORTH: ATTEST: - -_ Jesus Chapa 7 M r, a err: XIS Assistant City Manager City Secretary APPROVED AS TO FORM AND LEGALITY: irmo (Will) Trevino Assistant City Attorney Date: M&C w STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Jesus Chapa, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the City of Fort Worth for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,�� , 2015. �Y c,anU HiFIRINUER Notary Public d lic in a for the � F ( u State of Texas f .n. Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 9 of 11 f' r EXHIBIT A WHEREAS, the City of Fort Worth desires to contract with the Fort Worth Metropolitan Black Chamber of Commerce on a consulting basis to provide such services during FY 15-16 as listed below to small minority and women owned businesses and to Fort Worth residents who are owners of these small businesses: 1. EDUCATION/TRAINING a. Assist small businesses with completing Business Plans Annual No. 35 b. Assist small businesses with completing Marketing Plans Annual No. 70 C. Outreach activities to encourage business activity Annual No. 20 d. Number of outreach activity attendees Annual No. 240 e. Assist small businesses with Business Counseling Annual No. 120 2. PROCUREMENT ASSISTANCE a. Conduct how-to-do-business workshops for small businesses; particularly City of Fort Worth procurement opportunities' Annual No. 4 b. Foster capacity enhancement for small businesses via mentorships,joint ventures and partnering Annual No. 10 C. Outreach activities to encourage business activity Annual No. 4 3. CERTIFICATION ASSISTANCE a. Provide assistance and/or referral to a certification entity Annual No. 30 4. CONSTRUCTION ASSISTANCE a. Outreach activities to encourage business activity on the use of Buzz Saw and ISQFT City of Fort Worth/Tarrant County projects Annual No. 4 b. Assist small businesses with a take-off class; plan reading and estimating class Annual No. 4 c. Assist small businesses with Back Office Services Annual No. 20 d. Assist small businesses with Bonding Assistance Annual No. 20 e. Assist small businesses with Tarrant County bid opportunities via e-mail Annual No. 1000 'Not to include Agenda for Building Capacity(ABC)Events Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 10 of 11 EXHIBIT B To: CITY OF FORT WORTH Economic Development Department From: Metropolitan Black Chamber of Commerce 1150 S. Freeway, Suite 211 Fort Worth, TX 76104 Subject: FY 15-16 Annual Budget CONTRACT PERIOD: From: November 1, 2015 To: September 30, 2016 Program Budget Business Assistance Cost category Program (BAP) Personnel Services Salaries Fica Employment Tax-State Employment Tax-Federal Worker's Comp Supplies Office Supplies Postage Contractual Services Telephone Office Lease Office Equipment Rental Printing Repair Legal and Accounting Private Auto Allowance Advertising Conference & Seminars Office Furniture Computer Equipment Other: Operations and Maintenance TOTAL $ $117,457 Services Agreement between City of Fort Worth and Metropolitan Black Chamber of Commerce Page 11 of 11 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas FORT Wo RTn COUNCIL ACTION: Approved on 10/20/2015 REFERENCE ,,.C-27509* 17ED BLACKCHAMBERFY15- DATE: 10/20/2015 NO.: LOG NAME: 16 CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Contract with the Fort Worth Metropolitan Black Chamber of Commerce to Assist Minority and Women Business Enterprises and Small Businesses for a Cost Not to Exceed $117,457.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a contract with the Fort Worth Metropolitan Black Chamber of Commerce in an amount not to exceed $117,457.00 to assist Minority and Women Business Enterprises and Small Businesses for the period of November 1, 2015 through September 30, 2016. DISCUSSION: During the Fiscal Year 2015-2016 budget process, the City Council approved financial support for the Fort Worth Metropolitan Black Chamber of Commerce (Chamber) to continue providing business development assistance, construction assistance and outreach programs to Minority and Women Business Enterprises and Small Businesses located in Fort Worth, The City will pay the Chamber an amount not to exceed $117,457.00 to perform contract measurables. The contract includes a detailed description of services to be' provided and requires monthly reporting. For several years now, the Chamber has provided counseling to individuals within the Fort Worth area on the topic of small business development. The Chamber provides program services such as business development initiatives, outreach, construction assistance that includes bid estimating and related access to construction estimating software and one-on-one counseling and mentoring. In conjunction with these programs, the Chamber coordinates monthly business roundtables and other activities designed to help small business development and growth. FISCAL INFORMATION/CERTIFICATION: The Fiscal Year 2016 Budget included appropriations of $117,457.00 in the General Fund for the contract with the Fort Worth Metropolitan Black Chamber of Commerce. To date, none of those appropriations have been expended. Upon approval of this recommendation, the Financial Management Services Director certifies that funds are available within the existing appropriations for this expenditure. http://www.fortworthgov.org/council_packet/mc review.asp?ID=21591&councildate=l0... 11/10/2015 M&C Review Page 2 of 2 TO Fund De artment Account Pro ram Activit [Buedagret Reference#� p ID g ChartfieId 2 FROM--- Fund Department Account Project Program Activity Budget Reference# Amount �_ ID Year Chartfield 2) 1) 10100 ( 0172000 5330201 T $117,457.00 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Robert Sturns (2122663) Additional Information Contact: Natalie Moore (2122265) Ossana Hermosillo (2122680) ATTACHMENTS http://www.fortworthgov.org/council_packet/mc_review.asp?ID=21591&councildate=l 0... 11/10/2015