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HomeMy WebLinkAboutContract 26912 AGREEMENT BY AND BETWEEN DOWNTOWN FORT WORTH,INC. AND THE CITY OF FORT WORTH CITY SECRETARY CONTRACT NO. STATE OF TEXAS § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF TARRANT § This Agreement is made by and between Downtown Fort Worth, Inc., a non for profit corporation organized and existing under the laws of the State of Texas (hereinafter referred to as "DFWI") and the City of Fort Worth Texas a home rule municipal corporation of the State of Texas, located within Tarrant and Denton Counties, Texas (Hereinafter referred to as the "CITY") WITNESSETH WHEREAS, in 1999, Downtown Fort Worth Inc., (DFWI) through Urban Marketing Collaborative, conducted a comprehensive study of the feasibility of a full- time public market in Fort Worth. WHEREAS, the study concluded that an urban public market, similar to those in other cities, would create an active and dynamic public space, stimulate economic opportunity and benefit the community, small business operators and farmers. WHEREAS, the Fort Worth Transportation Authority has agreed to provide the parking canopies and pavilions of the Intermodal Transportation Center located along Jones Street for a weekend farmers market. WHEREAS, DFWI intends to expand the market into the adjacent Santa Fe Northern Warehouse to create a full-time public market for farm, greenhouse, and craft vendors. WHEREAS, the canopies and pavilion located on Jones Street and the Santa Fe Northern Warehouse would complement other south downtown developments such as the Trinity Railway Express commuter rail service, the Convention Center expansion, the Water Gardens improvements, the Hyde Park improvements and the Lancaster Avenue redevelopment. WHEREAS, in order to assist in a portion of the initial operating start-up costs for a farmers and public market on Jones Street and pursuant to City Ordinance No. 14618, the City of Fort Worth ("CITY") approved the adoption of a supplemental appropriation ordinance in the amount of $85,000 to be used towards the start-up operation costs and to secure the rental rate on the Santa Fe Northern Warehouse. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, it is agreed as follows: I. DEFINTIONS "Agreement" shall mean this Agreement and any attached exhibits between DFWI and the CITY. "Administrative and Management Services" shall mean such administrative and management services described in this Agreement and in any attached exhibits. "ITC" shall mean the Intermodal Transportation Center located on Jones Street, Fort Worth. "T" shall mean the Fort Worth Transportation Authority. "Farmers Market" shall mean the proposed farmers market located under the canopies and pavilions of the ITC on Jones Street, Fort Worth. "Public Market" shall mean the proposed year-around public market located in the Santa Fe Northern Warehouse. "Warehouse" shall mean the Santa Fe Northern Warehouse located on Jones Street,Fort Worth. IL ENGAGEMENT OF DFWI AND SCOPE OF SERVICES The City of Fort Worth hereby engages DFWI, and DFWI hereby agrees to provide, furnish or perform certain administrative and management services for the CITY pursuant to and in accordance with the directive of City Council to assist in the start-up costs of the proposed farmers market to be located on Jones Street and the proposed public market to be located in the Santa Fe Northern Warehouse. Funding provided by the CITY is to fund the salary of a Public Market Manager, marketing expenses and to pay the option fee for leasing rights of the Santa Fe Northern Warehouse for the next six months. III. PAYMENT TO DFWI CITY agrees to pay to DFWI the total amount of Eighty-Five Thousand Dollars ($85,000) to assist in the start-up costs of the proposed farmers and public market. Of this amount, Sixty-five Thousand Dollars ($65,000) is to be used to fund the salary of a Public Market Manager and any marketing expenses. Said marketing expenses include reasonable equipment costs, supplies, printing, duplication, postage, courier fees and any 2 other expenses directly associated with the outreach, recruitment and marketing for the grand opening of the farmers and public market. The remaining Twenty Thousand Dollars ($20,000) is to be used to pay the option fee for leasing rights for the next six months of the Santa Fe Northern Warehouse for the year-around public market. The payment of Eighty-five Thousand Dollars ($85,000) to DFWI by the CITY is to be used only for the expenses as outlined above in this Section. DFWI agrees to submit a monthly accounting of expenditures to the CITY by the 10`h day of the month following such expenditure. IV. SANTE FE NORTHERN WAREHOUSE DFWI agrees to take all necessary steps to execute and finalize an agreement with the legal owner/entity of the Santa Fe Northern Warehouse to obtain lease option rights for six months for the Santa Fe Northern Warehouse for the purpose of a year-long public market. DFWI will utilize Twenty Thousand Dollars ($20,000) from the funds appropriated by the CITY, as described in Section III., to establish the option to lease the Santa Fe Northern Warehouse for the year-around public market under the following terms: 1. The Agreement between DFWI and/or assignees and the legal owner/entity of the Santa Fe Northern Warehouse will provide for the option to lease 31,758 square feet of the Santa Fe Northern Warehouse for the purpose of a year-long public market at the proposed initial rental rate of. a.) $5.86 per square foot to include $470,000.00 of landlord improvements for a yearly lease rate of$186,102.00 or b.) $3.59 per square foot with no improvements provided by the landlord for a yearly rate of$114,011.00. Said Agreement shall contain language to allow the assignment, without penalty, of the lease option to lease the Santa Fe Northern Warehouse. DFWI agrees to execute in a timely and reasonable manner, all necessary documents to assign the lease option to lease the Santa Fe Northern Warehouse to the appropriate entity. The failure of DFWI to execute and finalize an agreement with the legal owner/entity of the Santa Fe Northern Warehouse to obtain an option to lease the premises of Santa Fe Northern Warehouse for the purpose of a year-long public market within six months of the signing of this Agreement shall be grounds for immediate termination of this Agreement by the CITY. Upon termination for the failure to execute an agreement as described in this paragraph, DFWI agrees to immediately refund to the CITY the amount of Twenty Thousand Dollars ($20,000). 3 V. COMPLIANCE WITH APPLICABLE LAWS DFWI, in performance of its duties under this Agreement will comply with the provisions all applicable federal, state and local laws or ordinances and the requirements of any and all governmental regulatory agencies having jurisdiction over the subject matter and venue shall be in Fort Worth, Tarrant County, Texas or the Federal court of the Northern District of Texas. VI. SUCCESSOR AND ASSIGNS This Agreement shall bind and benefit the respective parties and their legal successors and shall not be assignable, in whole or in part, by any party without first obtaining the written consent of the other party. Nothing herein shall be construed as creating any personal liability on the part of any officer, director, employees, agents or servants of the CITY or DFWI. VII. CHARACTER OF WORKERS AND WORK Services provided under this Agreement are being performed for the public benefit. The Public Market Manager employed by DFWI shall be competently recruited and hired based solely on the skills for the profession. The failure of DFWI to immediately address unsatisfactory performance of service by the Public Market Manager, including any acts of unethical or professional conduct, misconduct toward the public, any conduct inconsistent with the best interest of the public and/or public entities or failure to meet prescribed work standards in an acceptable manner and at an acceptable rate shall be grounds for immediate termination this Agreement by the CITY. Upon termination by the CITY for the above stated cause, DFWI shall promptly refund any unused portion of the $65,000 designated by this Agreement for the salary of the Public Market Manager and marketing expenses. VII. SEVERABILITY OF PROVISIONS. If any of the Provisions contained in this Agreement shall be held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability, shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. VIII. SOLE AGREEMENT. This Agreement constitutes the sole and only agreement of the parties hereto and 4 supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter. Except as otherwise provided in this Agreement, this Agreement shall be subject to change, amendment or modification only upon the written consent of all parties. IX. TERM AND TERMINATION The initial term of this Agreement shall begin upon execution of this Agreement and end six months from the execution date. This Agreement may be extended for an additional six months subject to written agreement and consent of all parties. This Agreement may be terminated per the terms and conditions set out in the preceding paragraphs of this Agreement EXECUTED this the day of JUIJ, , 2001. CITY OF FORT WORTH,TEXAS DOWNTOWN FORT WORTH, INC Assistant City Manager President ATTEST: al 10,4,4'z' Secretary 4itySecretAMt� APPROVED AS TO FORM Contract Authorization AND LEGALITY b-6 /0 David Yett, City Attorney Date B t %JJ", Assis t City Attorney 5 City of Fort Worth, Texas IM11yor and council Communicalflon DATE REFERENCE NUMBER LOG NAME PAGE 6/26/01 **C-18636 22FUND 1 of 2 SUBJECT AUTHORIZATION TO ENTER INTO A CONTRACT WITH DOWNTOWN FORT WORTH, INC. TO FUND A PORTION OF THE INITIAL OPERATING COSTS FOR A PUBLIC MARKET ON JONES STREET RECOMMENDATION: It is recommended that the City Council authorize the City Manager to enter into a contract with Downtown Fort Worth, Inc. (DFWI) in the amount of $85,000 to fund a portion of the initial operating costs for a public market on Jones Street. DISCUSSION: On May 15, 2001 (M&C G-13227), the City Council approved a supplemental appropriation ordinance providing $85,000 to fund a portion of the initial operating costs for a public market on Jones Street. Of that amount, $65,000 will be used to fund the salary of a public market manager and marketing expenses. The remaining $20,000 will be used to pay the lease option fee to obtain first right of refusal for use of the Santa Fe Northern warehouse. DFWI, the Fort Worth Convention and Visitors Bureau, and the Fort Worth Chamber of Commerce will each contribute $5,000 to fund the remaining start-up costs for the next six months. DFWI will create an initial farmers market at the Intermodal Transportation Center (ITC) under the parking canopies on Jones Street. DFWI and the Fort Worth Transportation Authority (The T) will jointly publicize the grand openings of the ITC and the farmers market in Fall 2001. DFWI intends to expand the market into the adjacent Santa Fe Northern warehouse to create a full-fledged public market. The public market will feature approximately 75 local farmers, 5 greenhouse/flower vendors, and 20 craft vendors. The proposed expansion into the Santa Fe Northern warehouse would provide space for up to 20 retail tenants. The market will also include innovative programming and educational events. Pursuant to Section 2-9 of Article 1, Chapter 2 "Administration", of the City Code, any contract to which the City is a party that involves an expenditure of more than $15,000 of City funds shall be approved by the City Council prior to execution by the City Manager. City of Fort Worth, Texas 4vagor And Council communication DATE REFERENCE NUMBER LOG NAME PAGE 6/26/01 **C-18636 1 22FUND 2 of 2 SUBJECT AUTHORIZATION TO ENTER INTO A CONTRACT WITH DOWNTOWN FORT WORTH, INC. TO FUND A PORTION OF THE INITIAL OPERATING COSTS FOR A PUBLIC MARKET ON JONES STREET FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the General Fund CB:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) CITY APPROVED Charles Boswell 8511 CI ! Y COUNCIL Originating Department Head: 11 q?" 2009 -H1 Fernando Costa 8042 (from) GG01 539120 0905500 $85,000.00 �Additional Information Information Contact: '^ 'y t: c.ei<.ry of the (its';of Worth, exas Fernando Costa 8042