HomeMy WebLinkAboutContract 50298 CITY SECRETARY Q
CONTRACT NO._ V
Al CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT
o-- DISTRICT
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7�� 8 ,This contract for the collection of assessments and provision of services and improvements
C1N°F ps Fort Worth Tourism Public Improvement District (the "Contract") effective as of October
CSN 1, 2017, is made by and between the Fort Worth Tourism Public Improvement District
Corporation, ("FWTPIDC"), a Texas nonprofit corporation, the Fort Worth Convention and
Visitors Bureau ("FWCVB"), a Texas nonprofit corporation, and the City of Fort Worth (the
a Texas municipal corporation.
RECITALS:
)WHEREAS, on August 29, 2017, the City Council (1) adopted Resolution No. 4837-08-2017
that made certain findings concerning the advisability of establishing the Fort
Worth Tourism Public Improvement District No. 18 (the Tourism PID) (the
"District") under Chapter 372 of the Texas Local Government Code; and (2)
approved Mayor and Council Communication BH-367 designating the FWTPIDC
as the entity responsible for the management of and provision of services and
improvements to the District, authorized the City Manager to enter into a contract
with FWTPIDC and FWCVB for the provision of services and improvements for
the District and collection services by the City for the District, and approved the
initial District service plan, attached hereto as Exhibit A (the "Initial Service
Plan"); and
WHEREAS, FWTPIDC shall be the primary entity responsible for the oversight of services and
improvements to the District, but the FWCVB shall implement the Initial Service
Plan and subsequent Service Plans (as defined in Section 2(a) and collectively
referred to herein as "Service Plan") for the District under FWTPIDC's oversight;
and
WHEREAS, the Board of Directors of FWTPIDC and the Board of Directors of the FWCVB
have each passed a resolution authorizing their respective entities to enter into this
Contract and authorizing Robbie Tawil to sign on behalf of FWTPIDC to bind the
corporation under this Contract,and Bob Jameson to sign on behalf of the FWCVB;
and
WHEREAS, the City, FWTPIDC and the FWCVB now desire to enter into this Contract for the
collection of the assessments and the management of the provision of services and
improvements to the District; and
WHEREAS, the services to be supplied to the District provide special benefits to the property
owners within the District and are supplemental to standard City services.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, FWTPIDC, the
FWCVB,and the City agree as follows:
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027 OFFICIAL RECORD
Page I CITY SECRETARY
FT.WORTH,TX
1. Engagement and Compensation. The City hereby engages FWTPIDC and the FWCVB
and they agree to provide in accordance with the provisions of this Contract and Resolution
No.4837-08-2017 the services and improvements described in the Service Plan and future
annual service plans to be proposed by FWTPIDC and approved by the City Council. The
cost to be paid for services rendered under this Contract shall not exceed the amount
established under each annually approved Service Plan (as defined in Section 2(a) of this
Contract).
2. Scope of Services. Throughout the duration of this Contract, FWTPIDC and the FWCVB
shall provide the services and improvements as described in the Service Plan and thereafter
approved annually by the City Council. In providing these services and improvements,
FWTPIDC and FWCVB shall:
(a) timely deliver the services and improvements in accordance with the annually
approved Service Plan, subject to FWTPIDC's ability to modify or substitute items
without City Council approval within the program categories if FWTPIDC
determines that such changes would serve the common interest of owners in the
District and the increase or decrease in the amount of a program category does not
exceed ten percent (10%) of the budgeted amount for that category (the Service
Plan and each such annually approved service pian as same may thereafter be
adjusted in accordance with this Section shall be hereafter referred to as the
"Service Plan") so long as the total approved expenditures do not exceed the total
budgeted revenue under the annually adopted budget and Service Plan. The
FWTPIDC and FWCVB's administrative expenses shall not exceed ten percent
(10%) of the total budget in any year unless approved by City Council. "Program
categories"in the Service Plan include marketing and incentive activities and other
services as provided in the Service Plan
(b) only use District assessment funds received from levies imposed pursuant to
Chapter 372, Texas Local Government Code ("Assessments"), to defray costs or
expenditures which: (i) clearly fit within the noted categories specifically listed in
the Service Plan; and (ii) incurred after October 1, 2017 (hereinafter called
"Allowable Costs"), other than allowable start-up costs as referred to in the "Start-
Up Costs for Creation of the PID" section of Exhibit 2
(c) support all costs covered by District assessment funds by properly executed checks,
orders, payrolls, time records, invoices, contracts, vouchers, or other accounting
documents evidencing in detail the nature and propriety of the charges. Such
documentation shall be clearly identified, readily accessible and, to the extent
possible, kept separate and apart from all other such documents
(d) set priorities and schedules for implementing the service pian elements,considering
the needs and preferences of owners in the District and the availability of personnel
and financial resources
(e) if necessary, secure and retain the services of qualified personnel to implement the
service plan and provide communication equipment and office supplies
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
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(f) prepare a timely annual update of the Service Plan for the District to be presented
to the City Council for annual review and approval consistent with the City's annual
budget and financial planning process.. The plan must include a budget, an
assessment plan and an updated ten-year plan for services and improvements
(g) prepare and deliver to the City quarterly reports of financial revenues and
expenditures for work activities within the District and any budget revisions within
thirty(30) days after the end of each fiscal quarter
(h) prepare and deliver to the City joint quarterly progress reports of the FWTPIDC's
and FWCVB's efforts to implement the Service Plan within thirty (30) days after
the end of each fiscal quarter
(i) commission an annual financial audit of all District expenditures by a Certified
Public Accountant reasonably acceptable to the City and make the audit available
to the City within ninety (90) calendar days after the end of the City's fiscal year
(j) allow reasonable access by the City to the financial records of FWTPIDC and the
FWCVB that relate to the District
(k) prepare and deliver to the City quarterly/annual financial reports in a timely manner
as listed in Exhibit B, attached hereto and hereby made a part of this Contract for
all purposes
(1) in accordance with this Contract, take other actions reasonably necessary for the
management and administration of the District and the provision of the services and
improvements to the District
(m) cooperate with the City in the provision and release of any information in
possession of FWTIPDC or FWCVB that relate to the District, expenditures of
Assessment revenues, or any other matters pertaining to this Contract which are
considered "public information" under Chapter 552, Texas Government Code,
except information that may be treated as exempt under existing statutory
provisions or information, if released, would give advantage to a competitor or
bidder as recognized by applicable statutes, attorney general rulings, and case law.
3. Collection and Distribution of Assessments. The City shall collect the annual
Assessments for the District along with the other local hotel occupancy taxes paid by hotels
within the District. Funds shall be accounted for and distributed as provided below.
(a) Assessments received by the City, net of any fees retained by the City under
subsection (c) below, will be transferred to a designated FWTPIDC account, as
administered by the FWCVB, on a monthly basis. The District Assessment
collection process is explained in Exhibit C, attached hereto and hereby made a
part of this Contract for all purposes. Delinquent Assessments collected after the
District has been dissolved shall be retained by the City, but the retention of such
Assessments shall be subject to utilization by the City to repay any hotel that is
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
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legally entitled to a refund of all or a portion of an Assessment and any interest
required by law to be paid.
(b) For its services in creating the District, the City shall retain a one-time
administration fee of$17,000. This fee will cover the costs of the District creation
by City staff. This one-time administration fee will not be counted as part of the
10% maximum limit for administrative expenses in the Service Plans.
(c) The City will also be entitled to retain two percent(2%)of Assessment revenues as
an administrative fee to cover costs related to District operations by the City,
including, but not limited to, staff time and expenses related to the Assessment
collections, costs for publication and mailing of legal notices required for the
District under Chapter 372, Texas Local Government Code, review of reports and
audits, and preparation of tax rolls and City Council documents related to the
District. This annual City fee will not be counted as part of the 10% maximum
allocation for administrative expenses in a District budget. This fee will be
included in as an "Administration" line item in the District's annual budget and
service plan. At the City's election, the City will have the right to collect this
administrative fee either annually by deducting the full amount of the fee from
Assessments collected for the month of October or monthly by deducting one-
twelfth (1/12) of this administrative fee from each month's collection of
Assessments. The administrative fee shall be capped at fifty-five thousand dollars
($55,000.00) on an annual basis. In the event that the City reasonably believes and
can demonstrate that this administrative fee will not be sufficient to cover the City's
costs of administering the District in any given fiscal year, the City will notify
FWTIPDC and FWCVB in writing, and the maximum amount defined above shall
be adjusted to cover all costs incurred by the City for administrative expenses. The
City will conduct a cost-allocation study no later than June 1, 2018, and may enter
into an amendment regarding the administrative fee or recommend a budget
adjustment to the City Council as appropriate.
(d) The remaining Assessment revenues after the collection service fees and city staff
fees and expenses related to District operations have been deducted, including any
interest for late payments, shall be transferred on a monthly basis to an account of
the FWCVB for the benefit of the FWTPIDC by Automated Clearing House, wire
transfer or other means mutually agreed to by the City and the FWCVB.
(e) Pursuant to Section 2.(m) above, the City hereby expressly acknowledges that
FWTPIDC is contracting with FWCVB to implement the Service Plan for the
District, more specifically: to enhance services, undertake certain improvements,
in particular, special supplemental services relating to District marketing, business
recruitment, and promotional activities for improvement and promotion of the
District, including the provision of incentives to organizations to encourage them
to bring their large and City-wide meetings to Fort Worth and to fund marketing to
increase hotel stays within the city. A copy of the FWTPIDC/FWCVB contract is
included as Exhibit D, attached hereto and hereby made a part of this Contract for
all purposes;provided,however,that in the event of any direct conflict between the
body of this Contract and the FWTPIDC/FWCVB contract, as may be amended,
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
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the body of this Contract shall control. FWTPIDC and FWCVB agree that if they
amend the FWTPIDC/FWCVB contract, the City will be provided with a copy of
the amended contract within thirty(30) days of its execution. In the event that the
City has any concerns with the amended FWTPIDC/FWCVB contract,the City will
notify FWTPIDC and FWCVB in writing, in which case FWTPIDC and FWCVB
agree to meet with the City to discuss and address such concerns in good faith.
(f) The City shall provide FWCVB with printed reports or diskettes of each annual
Assessment roll. The FWCVB shall make that information available to the
FWTPIDC Board.
(g) If necessary, FWTPIDC shall make available to the City sufficient funds to repay
any hotel that is legally entitled to a refund of all or a portion of an assessment and
any interest required by law to be paid. City shall make a good faith effort to notify
FWTPIDC of such potential situations (including, but not limited to, lawsuits and
tax protests) so that FWTPIDC is able to set aside a sufficient reserve to cover any
such refunds and interests.
(h) FWTPIDC will invest and manage the District Assessments received from the City
and any income earned on those assessments in accordance with the investment
policies and strategies prescribed in Chapters 2256 and 2257 of the Texas
Government Code to achieve the following investment objectives, in order of
priority: (1) understanding of the suitability of the investment to the financial
requirements of the entity;(2)preservation and safety of principal;(3)liquidity;(4)
marketability of the investment if the need arises to liquidate the investment before
maturity; (5) diversification of the investment portfolio; and (6) yield. The
assessments and any interest or other income earned on such public funds shall be
used by FWTPIDC and the FWCVB to fund services and improvements listed in
the Service Plan annually approved by the City Council.
(i) The FWTPIDC may not enter into any contracts by the FWTPIDC which commit
Assessment funds beyond the projected revenues of the ten year term of the District.
Further,upon expiration of the District,any unexpended Assessment revenues held
by FWTPIDC shall be transferred to the City for distribution back to hotels in the
District.
4. Conflict of Interest. By signing this Contract, the FWTPIDC and FWCVB both
acknowledge to the CITY that it has made and will continue to make full disclosure in
writing of any existing conflicts of interest or potential conflicts of interest, including,
without limitation, personal financial interest, direct or indirect, in property and business
relationships that relate to the duties of the FWTPIDC and FWCVB. The FWTPIDC and
FWCVB further agree that they shall make disclosures in writing of any conflicts of interest
which develop subsequent to the signing of this Contract and prior to its termination.
5. Discrimination Prohibited. FWTPIDC and FWCVB agree that in the execution,
performance, or attempted performance of the Agreement, they will not discriminate
against any person or persons because of sex, race, religion, color, national origin, sexual
orientation, or familial status, nor will FWTPIDC or FWCVB permit its officers, agents,
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
Page 5
employees or subcontractors to engage in such discrimination. This Agreement is made
and entered into with reference specifically to the ordinances codified at Chapter 17,
Article III, Division 3 of the Code of the City of Fort Worth and FWTPIDC hereby
covenants and agrees that FWTPIDC, FWCVB, and any of their officers, representatives,
agents,employees and subcontractors,have fully complied with all provisions of same and
that no employee or applicant for employment has been discriminated against under the
terms of such ordinances by either FWTPIDC or FWCVB, their officers, representatives,
agents, employees, or subcontractors.
6. Gift to Public Servant. City may terminate this Contract immediately if FWTPIDC or
the FWCVB has offered or agreed to confer any benefit upon a City employee or official
that the City employee or official is prohibited by law from accepting.
For purposes of this section, "benefit" means anything reasonably regarded as pecuniary
gain or pecuniary advantage, including benefit to any other person in whose welfare the
beneficiary has a direct or substantial interest, but does not include a contribution or
expenditure made and reported in accordance with law.
Notwithstanding any other legal remedies, City may require FWTPIDC and/or the
FWCVB to remove any employee of FWTPIDC or of the FWCVB who has violated the
restrictions of this section or any similar state or federal law, and obtain reimbursement for
any expenditures made as a result of the improper offer,agreement to confer,or conferring
of a benefit to a City employee or official.
7. Offset. City may, at its option, offset any amounts due and payable under this Contract
against any debt (including, without limitation, taxes) lawfully due to City from
FWTPIDC, regardless of whether the amount due arises pursuant to the terms of this
Contract or otherwise and regardless of whether or not the debt due to City has been
reduced to judgment by a court.
8. No Partnership or Joint Venture. It is specifically understood that the relationship
described in this Contract between FWTPIDC,the FWCVB, and the City is contractual in
nature and is not to be construed to create an agency, partnership or joint venture
relationship between FWTPIDC,the FWCVB, and the City;nor shall the City be liable for
any debts incurred by the FWTPIDC or the FWCVB in the conduct of such other party's
business or function.
9. Independent Contractor. FWTPIDC's and the FWCVB's status shall be that of
independent contractors and not an agent, servant, employee, or representative of City in
the performance of services under this Contract. FWTPIDC and the FWCVB shall exercise
independent judgment in performing duties under this Contract and are solely responsible
for setting working hours, scheduling or prioritizing the work flow and determining how
the work is to be performed. No term or provision of this Contract or act of FWTPIDC or
the FWCVB in the performance of this Contract shall be construed as making FWTPIDC
or the FWCVB the agent, servant or employee of City, or making FWTPIDC or the
FWCVB or any of their employees eligible for any City benefits provided by the City to
its employees, including, without limitation, retirement, insurance and worker's
compensation.
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
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10. Assignment. FWTPIDC and the FWCVB shall not sell, assign, transfer or convey this
Contract, or any rights or interests contained herein, in whole or in part, without the prior
written consent of City. Any attempted assignment without the prior written consent of
the City will be void. As an express condition of consent to any assignment, FWTPIDC
and the FWCVB shall remain liable for completion of the Contract work in the event of
default by the successor contractor or assignee.
11. Insurance.
(a) The FWTPIDC shall maintain or cause to be maintained by FWCVB on FWTPIDC
behalf in full force and effect throughout the term of this Contract insurance as set
forth below:
1. Comprehensive General Liability Insurance:A commercial general liability
insurance policy in an amount of not less than $1,000,000 covering each
occurrence with an aggregate limit of not less than$2,000,000.
2. Automobile Insurance — Bodily Iniury and Property Damage: A
comprehensive automotive liability coverage in an amount not less than
$1,000,000 for each accident. This policy shall cover any automobile used
in the provision of services under this Contract.
3. Worker's Compensation Insurance: Statutory Worker's Compensation
Insurance on all its employees to be engaged in undertaking any
Improvements or Services hereunder. In case any class of employees
engaged in hazardous work under this Contract is not protected under the
state's Worker Compensation statutes, FWTPIDC shall provide adequate
employer's general liability insurance for the protection of such employees
not so protected.
(b) Other Requirements:
1. The City shall be named as an additional insured and a waiver of
subrogation in favor of the City shall be provided on every applicable
insurance policy. The FWTPIDC and the FWCVB hereby waive
subrogation rights for loss or damage to the extent same are covered by
insurance. Insurers shall have no right of recovery or subrogation against
the City.
2. The term "CITY" shall include all authorities, boards, bureaus,
commissions, divisions, departments and offices of the City, and the
individual members, employees and agents in their official capacities.
3. Insurance shall be provided through companies duly approved to transact
that class of insurance in the State of Texas. Companies providing coverage
shall have a minimum A.M. Best rating of A VII.
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
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4. Certificates of insurance and, if requested by the City, copies of the actual
insurance policies required hereunder, shall be provided to the Director of
the City's Financial Management Services Department. Thirty (30) days
written notices is required before any insurance is altered,cancelled,or non-
renewed.
City of Fort Worth
Attn: Director, Financial Management Services Department
200 Texas Street
Fort Worth, Texas 76102-6311
CITY SHALL HAVE NO DUTY TO EXECUTE OR PERFORM UNDER THIS
CONTRACT UNTIL THE CERTIFICATE AND SUFFICIENT EVIDENCE OF
CONFORMITY TO CITY'S INSURANCE REQUIREMENTS SHALL HAVE
BEEN DELIVERED AND APPROVED BY THE CITY, AND NO CITY OFFICER
OR EMPLOYEE SHALL HAVE AUTHORITY TO WAIVE THIS
REQUIREMENT.
1 Indemnity. FWTPIDC AND THE FWCVB AGREE TO INDEMNIFY, DEFEND,
AND HOLD HARMLESS THE CITY, ITS OFFICERS, REPRESENTATIVES,
AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS,
LAWSUITS, JUDGMENTS, COSTS AND EXPENSES FOR PERSONAL INJURY
(INCLUDING DEATH),PROPERTY DAMAGE OR OTHER HARM FOR WHICH
RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR
ENTITY THAT MAY ARISE OUT OF OR BE OCCASIONED BY FWTPIDC'S OR
THE FWCVB'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
CONTRACT, OR BY ANY NEGLIGENT OR INTENTIONAL ACT OR
OMISSION OF FWTPIDC OR THE FWCVB, THEIR OFFICERS,
REPRESENTATIVES, DIRECTORS, AGENTS, ASSOCIATES, EMPLOYEES,
SUB-CONSULTANTS OR CONTRACTORS, IN THE PERFORMANCE OF THIS
CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM
THE SOLE NEGLIGENCE OF CITY, ITS OFFICERS, REPRESENTATIVES,
AGENTS,EMPLOYEES OR SEPARATE CONTRACTORS AND IN THE EVENT
OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH FWTPIDC AND/OR
THE FWCVB AND THE CITY, RESPONSIBILITY AND INDEMNITY, IF ANY,
SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY
GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS
LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE OFFICERS,
DIRECTORS,AGENTS,ASSOCIATES,EMPLOYEES,SUB-CONSULTANTS OR
CONTRACTORS IN CONNECTION WITH THE PERFORMANCE OR
CONDUCT OF THE SERVICES RELATED TO, CONTEMPLATED BY OR
ARISING AS A RESULT OF THE SERVICE PLAN, AND ARE NOT INTENDED
TO CREATE OR GRANT ANY RIGHTS,CONTRACTUAL OR OTHERWISE,TO
ANY OTHER PERSON OR ENTITY.
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
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13. Rights,Remedies and Termination. All parties are executing this Contract in good faith
and with the intent that all provisions contained herein shall be met in accordance with
their terms. In the event of a breach or violation of its terms by any party to this Contract,
then the party(ies) in compliance may exercise whatever rights and remedies may be
available or afforded to such party(ies)at law or in equity. In addition to any other remedies
available, the City may terminate this Contract if FWTPIDC or the FWCVB violates any
part of this Contract and FWTPIDC or the FWCVB fails to reasonably cure the violation
of this Contract within thirty (30) days of receipt of written notice to both entities by the
City of a violation of this Contract by certified mail.
In addition to any other remedies available, the City Manager may terminate this Contract
upon thirty (30) days written notice to FWTPIDC and the FWCVB if City Council fails to
approve an annual Service Plan for the District. All services being performed under this
Contract shall cease upon the date specified in such notice.
In addition to termination, the City shall recover those portions of assessment funds,
including interest or other income earned on such public funds that were not spent on
Allowable Costs per the Service Plan, plus any other damages suffered by the City as a
result of FWTPIDC or the FWCVB's violation of the terms and conditions of this Contract.
FWTPIDC and the FWCVB may each invoice City for all services they respectively
completed and shall be compensated in accordance with the terms of this Contract with
special assessments for all services performed by FWTPIDC and the FWCVB prior to the
date specified in such notice. A previous payment or approval of payment of all or any
portion of assessment funds by City shall not be deemed a waiver of the City's rights under
this section. Any express waiver by the City of a violation by FWTPIDC or by the FWCVB
shall not be deemed to waive any subsequent violation by FWTPIDC or the FWCVB.
14. Notice. Any notice, payment, statement, or demand required or permitted to be given
under this Contract by any party to the other may be effected by personal delivery in writing
or by mail, postage prepaid. Mailed notices shall be addressed to the parties at the
addresses appearing below, but each party may change its address by written notice in
accordance with this section. Mailed notices shall be deemed communicated as of three
(3) days after mailing:
If to the City:
City of Fort Worth
Attn: Director, Financial Management Services Department
200 Texas Street
Fort Worth, TX 76102-6311
with a copy to:
City of Fort Worth
Attn: Director, Public Events Department
200 Texas Street
Fort Worth, TX 76102-6311
If to FWTPIDC:
Robbie Tawil or Current FWTPIDC Chair
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
Page 9
Fort Worth Tourism Public Improvement District Corporation(FWTPIDC)
200 Main Street or 111 W. 4`h Street, Suite 200 (if Robbie Tawil is no longer Chair)
Fort Worth, TX 76102
If to FWCVB:
Bob Jameson
Fort Worth Convention and Visitors Bureau
111 W. 4`h Street, Suite 200
Fort Worth, Texas 76102
15. Right of Review and Audit.
(a) The FWTPIDC and the FWCVB agree that the City shall, until the expiration of
three(3)years after expiration of this Contract,have access to and the right to examine any
directly pertinent books, documents, papers, and records of the FWTPIDC and FWCVB
relating to this Contract. The FWTPIDC and the FWCVB agree that the City shall have
access during normal working hours to all necessary FWTPIDC and the FWCVB facilities
and shall be provided adequate and appropriate workspace to conduct audits in compliance
with the provisions of this section. City shall give the FWTPIDC and the FWCVB
reasonable advance notice of intended audits.
(b) FWTPIDC and the FWCVB further agree to include in any subcontractor
agreements hereunder a provision to the effect that the subcontractor agrees that the City
shall, until the expiration of three (3) years after expiration or termination of 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 work space in order
to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable advance notice of intended audits.
(c) Prior to securing an external auditor for matters pertaining to the District and the
expenditure of Assessment revenues pursuant to the FWTIPDC/FWCVB agreement
attached hereto as Exhibit "D", the City shall be given 10 calendar days to review and
comment on any representation letter to which FWTIPDC or FWCVB wish to agree. If
the City does not notify both FWTPIDC and FWCVB in writing of any objection(s) it has
to the proposed external auditor or the proposed scope of engagement within these 10
calendar days,then FWTPIDC or FWCVB may proceed in engaging such external auditor
to perform his/her professional services. If any annual financial audit supplied to the City,
as required by Section 2(i), recommend implementation to address or correct any material
weakness or significant deficiency, FWTPIDC and FWCVB agree to discuss with and
obtain approval by the City(which approval shall not unreasonably be delayed or withheld)
of their plans for such implementation.
16. Captions. The captions, headings, and arrangements used in this Contract are for
convenience only and shall not in any way affect, limit, amplify, or modify its terms and
provisions.
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
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17. Compliance with Laws and Regulations. This Contract is entered into subject to and
controlled by the Charter and ordinances of the City of Fort Worth and all applicable laws,
rules, and regulations of the State of Texas and the Government of the United States of
America. FWTPIDC and the FWCV13 shall, during the course of performance of this
Contract, comply with all applicable City codes and ordinances, as amended, and all
applicable State and Federal laws,rules and regulations, as amended.
18. Venue. The obligations of the parties to this Contract shall be performable in Tarrant
County,Texas,and if legal action is necessary in connection with or to enforce rights under
this Contract, exclusive venue shall lie in Tarrant County, Texas.
19. Governing Law. This Contract shall be governed by and construed in accordance with
the laws and court decisions of the State of Texas, without regard to conflict of law or
choice of law principles of Texas or of any other state.
20. Legal Construction. In case any one or more of the provisions contained in this Contract
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of this
Contract, and this Contract shall be considered as if such invalid, illegal, or unenforceable
provision had never been contained in this Contract.
21. Term. This Contract shall expire on September 30, 2027, unless otherwise agreed to in
writing by the parties through a validly executed amendment to this Contract. If for any
reason the District is dissolved before September 30, 2027, this Contract shall
automatically expire upon the payment to FWTPIDC and the FWCVB solely from
Assessment revenues for all services and improvements provided to the District to the date
of dissolution and for the reasonable cost of services to conclude the business of the
District.
22. Force Majeure. If any party is unable, either in whole or part, to fulfill its obligations
under this Contract due to acts of God; strikes, lockouts, or other industrial disturbances;
acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health
crises;earthquakes;fires;floods;restraints or prohibitions by any court,board,department,
commission,or agency of the United States or of any state; declaration of a state of disaster
or emergency by the federal, state, county, or City government in accordance with
applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the
United States Department of Homeland Security or any equivalent alert system that may
be instituted by any agency of the United States; any arrests and restraints; civil
disturbances; or explosions (collectively, "Force Majeure Event"), the obligations so
affected by such Force Majeure Event will be suspended only during the continuance of
the same.
23. Counterparts. This Contract may be executed in any number of counterparts, each of
which shall be deemed an original and constitute one and the same instrument. If this
Contract is executed in counterparts, then it shall become fully executed only as of the
execution of the last such counterpart called for by the terms of this Contract to be executed.
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
Page 11
24. Successors and Assigns. This Contract shall be binding upon and inure to the benefit of
the parties and their respective successors and, except as otherwise provided in this
Contract, their assigns.
25. Powers and Immunities. It is understood that by execution of this Contract,the City does
not waive or surrender any of its governmental powers or immunities.
26. Severability. In the event that any clause or provision of this Contract is held to be invalid
by any court of competent jurisdiction, the invalidity of such clause or provision will not
affect any of the remaining portions hereof.
27. Review of Counsel and Signature Authority. The parties acknowledge that each party
and its counsel have reviewed and revised this Contract. The person signing this Contract
warrants that he/she has the legal authority to execute this Contract 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 parties are fully
entitled to rely on this warranty and representation in entering into this Contract.
28. Entire Agreement; No Oral Modifications. This Contract(with all referenced exhibits,
attachments, and provisions incorporated by reference) embodies the entire agreement of
the City with both parties, superseding all oral or written previous and contemporary
agreements between the parties relating to matters set forth in this Contract. Except as
otherwise provided elsewhere in this Contract, this Contract cannot be modified without
written supplemental agreement executed by both parties.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE.]
CONTRACT FOR THE FORT WORTH TOURISM PUBLIC IMPROVEMENT DISTRICT 2017-2027
Page 12
EXECUTED to be effective as of the 1 st day of October 2017, by City, signing by and through its
Assistant City Manager, duly authorized to execute same by M&C BH-367, approved by the City
Council on August 29, 2017, and by FWTPIDC and FWCVB, acting through their authorized
officials.
CITY OF FORT WORTH FORT WORTH TOURISM PUBLIC
IMPROVEMENT DISTRICT
CORPORATION, a Texas nonprofit
corporation
By.
Su Alanis Robbie Tawi ,
Assistant City Manager Chairman
Form 1295: zl!�73 too ---<I
APPROVED AS TO FORM FORT WORTH CONVENTION AND
AND LEGALITY: VISITO BUREAU, a Texas nonprofit
corpor
By:
Tyler F. allach ob ameson
AssistKit City Attorney Chief Executive Officer-
Form 1295:
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.
Name: —�
Title: -5p i-x-..--
Attachments:
Resolution No. 4837-08-2017
Exhibit A—The Initial Service Plan
Exhibit B—Financial Reports
Exhibit C—Tourism PID Assessment Collection Process
Exhibit D—FWTPIDC/FWCVB C
pFFp��
�► by. -a
OFFICIAL RECORD
I Lary . Ka e , Ci Secretary77:x, CITY SECRETARY
t .:., .
FT.WORTH,TX
A Resolution
NO.4837-08-2017
AUTHORIZING AND ESTABLISHING FORT WORTH PUBLIC
IMPROVEMENT DISTRICT NO.18(TOURISM PID)AND TAKING CERTAIN
OTHER ACTIONS CONCERNING THE DISTRICT
WHEREAS, the Public Improvement District Assessment Act, Chapter 372 of the
Texas Local Government Code ("Act") allows for the establishment of public
improvement districts;
WHEREAS, a petition ("Petition") was submitted to the City of Fort Worth, Texas
("City"), pursuant to the Act, requesting the establishment of a public improvement
district on land within the City to be known as the Fort Worth Public Improvement
District No. 18 ("Tourism PID") and has been on file in the office of the City Secretary
for public inspection;
WHEREAS, pursuant to Section 372.009 of the Act, the City provided notice and
publication of a public hearing to be conducted on August 29, 2017 to consider the
creation of the Tourism PID ("Public Hearing"), which notice and publication included the
following: (i) time and place of the public hearing; (ii) general nature of the proposed
improvements and services; (iii) estimated costs of the improvements and services; (iv)
boundaries of the proposed Tourism PID; (v) proposed method of assessment; and (vi)
proposed apportionment of cost between the Tourism PID and the City;
WHEREAS, notice of the Public Hearing was published on August 13, 2017 in the
Fort Worth Star-Telegram, a newspaper of general circulation in the City, and was also
mailed on August 11, 2017 to all record owners of property in the Tourism PID, and all
persons desiring to be heard were given a full and fair opportunity to be heard at the
Public Hearing;
WHEREAS, the City Council conducted and adjourned the Public hearing to
consider the creation of the Tourism PID; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH, TEXAS:
1. Recitals.
The findings set forth in the recitals of this Resolution are found to be true
and correct.
2. Findines.
The City Council, after duly considering the evidence and testimony
ORTWO
(14)
presented at the Public Hearing and based on all information known by the City
Council, hereby makes the following findings:
2.1 Petition. The Petition was tiled with the City Secretary and complies
with Section 372.005 of the Act and has been signed by record owners of
taxable real property liable for assessment under the proposal who constitute:
(a) 73.13% of the appraised value of taxable real property liable for
assessment under the proposal set forth in the Petition, as determined by the
current roll of the Tarrant Appraisal District, and (b) 62.96% of the area of
all taxable real property that is liable for assessment under the proposal.
2.2 Advisability and Feasibility of the Improvements and Services
Proposed for the Tourism PID. It is advisable to create the Tourism PID to
provide the proposed improvements and services described in the Petition and
this Resolution. The improvements and services will promote the interests of
the City and confer a special benefit on the assessed properties within the
Tourism PID. The Fort Worth Convention and Visitor's Bureau staff have
done an analysis of the proposed tourism public improvement, its service
plan and strategies, and have concluded that it provides a very effective
means for significantly enhancing the ability of Fort Worth to promote its
hotel, convention, and tourism activity. Based on this analysis, the City finds
the proposed tourism public improvement district to be both advisable and
feasible.
2.3 Nature of the Improvements and Services. The general nature of the
proposed improvements and services to be provided in the Tourism PID
include, without limitation, marketing, business recruitment, and promotional
activities authorized by the Act for improvements and promotion of the
Tourism PID, including, but not limited to, the provision of incentives by the
Fort Worth Convention and Visitors Bureau to organizations to encourage
them to bring large and city-wide events (including, without limitation,
meetings, sporting, recreation, and cultural events) to Fort Worth and to fund
additional marketing by the Fort Worth Convention and Visitors Bureau to
increase hotel stays within the City.
2.4 Estimated Cost of the Improvements and Services. Over the ten
(10) year period beginning on January 1, 2018 and ending on the expiration
of the Tourism PTD as provided in Section 3, the estimated total cost of the
improvements and services provided by the Tourism PTD will be
$57,036,809.00, which includes an estimated cost of $3,469,985.00 for the
2017-2018 fiscal year, a 40% increase for the 2018-2019 fiscal year, and a
year-over-year increase thereafter of five percent (5%) for the remaining
eight-year term.
For the 2017-2018 fiscal year, the estimated cost of the above-referenced improvements
and services,and estimated costs to implement such improvements and services is:
�mv..7'WO T
(15)
Incentives and Sales Effort, $1,474,74-11,
,ll:rri:cfir5�k'1'rcmntiosti;ll�crti;ink) Sl.": =,;�r�
SitL� Visits&1-aHnilianz:rtk m lt)u;s S N6,99„
1 rkracling�tlzplica8ia�a�,Pool 200,249
t �cr stip>atsll2escarctl'a�lkniryictr ttic tt 1 SO.499
Fime City Adwittistrwive i ec $17,000
[of tlI $=,4169,985
Such estimated costs are reasonable and appropriate. The estimated costs of
improvements and services provided in the 2017-2018 fiscal year will be determined in a
subsequent annual budget and service plan for the Tourism PID to be approved by the
City Council on August 29,2017,in accordance with Chapter 372 of the Act. Such costs
will be paid from assessments levied in accordance with Chapter 372 of the Act. The
ten-year service plan proposed for the Tourism PID is attached hereto as "Exhibit A"
("Service Plan')and incorporated herein for all purposes. The Service Plan budget and
assessment amount are subject to annual review and approval by the City Council.
2.5 Boundaries of the Tourism PID. The boundaries of the Tourism PID are
noncontiguous areas authorized under Subchapter 372.0035 of the Act consisting solely
of hotel properties with 100 or more rooms ordinarily used for sleeping within the City of
Fort Worth as set forth in the attached"Exhibit B",which is incorporated herein for all
purposes. The Tourism PID's boundaries may be expanded by the same procedure
required by Chapter 372.012 of the Act for establishment of the Tourism PID.
2.6, Method of Assessment. The costs of the improvements and services will be
funded from assessments levied on and collected from properties located in the Tourism
PID that contain hotels of one hundred(100)or more guest rooms and that are subject to
payment of City hotel occupancy taxes pursuant to Chapter 32, Article 11 of the City
Code, as amended. The City will levy a special assessment against properties located
within the boundaries of the Tourism PID ("Hotel Parcel') in an amount equal to two
percent(2%)of the consideration paid for occupancy of any sleeping room furnished by a
hotel located on a Hotel Parcel(subject to any lawful exemption of the hotel occupancy
tax under applicable state law and City ordinances),with such assessments to be collected
in the same manner and in accordance with the same procedures as those established for
collection of the City's hotel occupancy tax,as set forth in Chapter 32,Article 11 of the
City Code, as amended. The collection of assessments will be made at the same time
hotel occupancy taxes are collected on and after January 1, 2018. The City Council
hereby finds that the proposed method of assessment is reasonable and necessary. The
Tourism PID shall not incur bonded indebtedness.
2.7. Apportionment of Costs Between the Tourism PID and the City,as a Whole.
The apportionment of costs between the Tourism PID and the City, as a whole, is as
follows:
o rwo
(16)
(a) The entire cost of each improvement and service will be paid from
assessments levied in accordance with Chapter 372 of the Act.
(b) No City funds will be used to pay any portion of the cost of any
improvement or service,unless such funding is approved from the City Council or
other appropriate municipal authority on a case-by-case basis.
3. Establishment of the PID;Term.
Based on the findings set forth above, the Tourism PID comprising the boundaries set
forth in Section 2.5 above is authorized to be established and shall be known as Fort Worth
Public Improvement District No. 18 (Tourism PID). The Tourism PID shall take effect on the
date on which the City Council's authorization to establish the Tourism PID pursuant to and in
accordance with this Resolution is published in a newspaper of general circulation in the City in
accordance with Section 372.010(b)of the Act("PID Effective Date")and shall expire on the
earlier of(i)ten years from the PID Effective Date or September 30,2027(whichever is earlier);
(ii) the effective date of a Resolution dissolving the Tourism PTD adopted by the City Council
following receipt of a petition requesting dissolution and the holding of a public hearing to
consider such dissolution in accordance with Section 372.011 of the Act;or(iii)any other lawful
method provided for dissolution of a public improvement district pursuant to the Act,as it may
be amended. The Tourism PID shalt be subject to all conditions,limitations,and reservations set
forth in the findings in Section 2.All other provisions of this Resolution shall be effective from
and after adoption of this Resolution.
4. Advisory Body.
The City Council hereby declines to appoint an advisory body for the Tourism PID
pursuant to Section 372.008 of the Act. The City Council hereby reserves the right to assign
responsibility for preparation of the ongoing service plan for the PID to another entity in the
absence of such an advisory body,as authorized by Section 372.013(a)of the Act.
5. Publication.
The City Secretary is hereby directed to publish notice of the City Council's
authorization to establish the PID once in a newspaper of general circulation in the City.
ADOPTED this 29'h day of August 2017.
ATTEST:
Mary J.Ka?ser;�t�Cretary
f
ORTWO T
(17)
Fad Wad TMM lubk wpaeemt Wd
FWYeas 201.8 2019 2020 20 1012 2023 2024 2125 w X27 10•YW
TPIOCclkctkns $ 3,469,0 S_4,61,979$ 5,104878$ 4354922$ 4W,719$ 5,9M,%4 S 4204150 S 6,510,157 $ 613S,66S$ 7,177,448 $ S7,CXW9
Petabn Cael. M",d Ettk.M EO ted EbWd E4W W Esthak Es6mded MMM tli. d EAimated TOW
lmnias6SaksEfforts S 4474,744$ 2,064,611 S 2,76T,973 $ 2,27537 $ 4394080 S 2309,564 S 4635464 S 7,_7648:7 S 4905,158 S 3494416 S il240,Kd
MadetWB�rowionlAdwbgj S 4214,49 S 1,70D,S3 S 478S,X7 S 4874,513,S 4. 61$ 4066,111$ 4170462 2,278,955 S 2.392,483$ LS12.107 S 19,96181x3
Site Us 4 Fauftimion Twm $ 346,998 S 425,V S 510,4$ 535,592 S 567,372$ ,590,0 S 614015 S 6510'.6 S 63,566$ 727,745 S 4793,E
ErrntWndbtAPCi Wn9ad $ 29,6$ 364,318 S 381x6.$ 40464 S ,44779$ 44ZS6$ 465411$ 484,261$ 517,675 S SUM S 4,177,761
0"Iab nlBesear Mini 4atWn 5 154499 S 242,9"ri i 85,.44 $ 267,796$ 784186$ 295,45 f 31097$ 3255M$ 344783 S 3SU72 $ 2,834,60
4,857,975$ .5,104818.5_4355,922 S 4613719 S S.99,9U_S 4214150 S 4514157 5 6,895,669 S T,V,443 f 51.06,898
MYI:Ereadrre;4�Wnl�imaroal:o&eena rNcf ma roterrredtlx2l(eemeabaavpkd�a4madr�xdN depra`a,n, _ .
oz:Op-m wNexaxA/StrrdnuOoGon«Jft;d;�l7rrcCostra:r2urdWAe otoBmt/tlie chtsCFiad rea1018@8tt6axma4near, he dak a(6?172R0/B
� Jrt
� tz
EXHIBIT B
Boundaries of the Tourism PID
Account Name Address City,State,Zip RMS
Aloft Downtown Fort Worth 300 W.3rd St. Fort Worth,TX 180
76102
American Airlines Training and Conference 4200 American Blvd 76155 Fort Worth,TX 299
Center 76155
Autograph Collection Downtown Fort Worth 512 Main St. Fort Worth,TX 165
76102
Budget Suites of America-Fossil Creek 3500 NE Loop 820 Fort Worth,TX 366
76137
Candlewood Suites-DFW South 4200 Reggis Drive Fort Worth,TX 174
76155
Courtyard by Marriott-Alliance 3001 Amador Dr. Fart Worth,TX 127
76177
Courtyard by Marriott-Blackstone 601 Main Street Fort Worth,TX 203
76102
Courtyard by Marriott-Fossil Creek 3751 NE Loop 820 Fort Worth,TX 154
76137
Courtyard by Marriott-Stockyards 2537 Main St. Fort Worth,TX 124
76164
Courtyard by Marriott-University Drive 3150 Riverfront Fort Worth,TX 130
76107
Courtyard by Marriott-West at Gtyview 6400 Overton Ridge Fort Worth,TX 104
Boulevard 76132
Crossland Economy Studios-Fossil Creek 3804 Tanacross Fort Worth,TX 124
76137
Dalworth Inn 812 E.Felix Street Fort Worth,TX 120
76115
DFW Airport Marriott South 4151 Centreport Boulevard Fort Worth,TX 295
76155
DFW Marriott Hotel and Golf Club at 3300 Championship Pkwy Fort Worth,TX 286
Champions Circle 76177
Embassy Suites Hotel-Downtown Fort 600 Commerce Street Fort Worth,TX 156
Worth 76102
Extended Stay America-CityView 5831 Overton Ridge Blvd Fort Worth,TX 104
76132
Fairfield Inn Suites Downtown 1010 Houston Fort Worth,TX 110
76102
ORTwoT
9
(19)
Fairfield Inn&Suites Fossil Creek 3701 NE Loop 820 Fort Worth,TX 106
76137
Hampton Inn and Suites- West/1-30 2700 Green Oaks Fort Worth,TX 105
76177
Hampton Inn and Suites-DFW South 4201 Reggis Court Fort Worth,TX 116
76155
Hampton Inn and Suites Downtown Fort 210 E.9th Street Fort Worth,TX 245
Worth 76102
Hawthorn Suites-University 1701 South University Fort Worth,TX 120
Drive 76107
Hilton Fort Worth 815 Main Street Fon Worth,TX 294
76102
Hilton Garden Inn-Fort Worth Alliance 2600 Westport Parkway Fort Worth,TX 127
Airport 76177
Hilton Garden Inn-Medical Center 912 Northton Street Fort Worth,TX 157
76104
Holiday Inn-DFW Airport South 14320 Centre Station Road Fort Worth,TX 143
76155
Holiday Inn Express-Downtown 1111 W Lancaster Fort Worth,TX 132
76102
Holiday Inn North-Fossil Creek 4635 Gemini Place _ Fort Worth,TX 126
76106
Homewood Suites-Fossil Creek 3701 Tanacross Fort Worth,TX 137
76137
Homewood Suites-Medical Center 2200 Charlie Lane Fort Worth,TX 157
76104
Hyatt Place—Cityview 5900 Cityview Street Fort Worth,TX 127
76132
Hyatt Place—Stockyards 132 E Exchange Fort Worth,TX 100
76164
La Quinta Inn and Suites-Fort Worth North 4700 North Street _ Fort Worth,TX 133
76137
La Quints Inn and Suites-Southwest 4900 Bryant Irvin Fort Worth,TX 128
76132
Omni Fort Worth Hotel 1300 Houston Fort Worth,TX 614
76102
Quality Inn and Suites-Cattle Baron 2700 S Cherry Lane Fort Worth,TX 109
76116
Radisson-Fort Worth South Hotel 100 Alta Mesa East Fort Worth,TX 247
76134
Radisson Hotel-Fort Worth Fossil Creek 2540 Meacham Street Fort Worth,TX 247
= 76106
oxrwo
(20)
Residence Inn-Alliance Airport 13400 North Freeway Fort Worth,TX 111
76177
Residence Inn-Cultural District 2500 Museum Way Fort Worth,TX ISO
76107
Residence Inn-Fossil Creek 5801 Sandshell Drive . Fort Worth,TX 114
76137
Sheraton Fart Worth Hotel and Spa 1701 Commerce Street Fort Worth,TX 429
76102
SpringHill Suites by Marriott-University 3250 Lovell Street Fort Worth,TX 145
76107
Stay Express Hotel Fort Worth 2000 Beach Street Fort Worth,TX 168
76111
TownePiace Suites Downtown 805 E Belknap �— Fort Worth,TX 140
76102
TownePiace Suites University W.Vickery&Trinity Street Fort Worth,TX 128
76107
WoodSpring Suites Fort Worth 3501 NE Loop 820 Fort Worth,TX 121
76137
Worthington Renaissance Hotel 200 Main Street Fort Worth,TX 504
76102
ORTWO
(2 l)
Exhibit A
Fart Worth Tourism Public Improvement DWAct
Fiscal Year 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 10-Year
TND Collections S 3,469,985 S 4,857,979 5 5,100,878 S 5,3SS922 5 5,623,719 S 5,904907 S 6,200,150 5 6,510.157 S 6,835,665 S 7,177,448 5 57,036"
►etroal Cateeales Estimated Estimated Estimated Estimated Estimated Estimated Estimated Estimated Estimated Estimated Total
Incentives R Sales Efforts $ 1,474,744 $ 2,0641A1 5 2,36Y,873 $ 2,776,267 5 2,390,080 S 2,509,584 5 2,635,064 5 2,766,817 $ 2,905,158 5 3,050,416 $ 24,240,644
Merkeft(Pranodon/Adverdsln8) S 1,214A95 S 1,700,293 S 1,785,307 5 1,874,573 S 1,968,301 S 2,066,717 S 2,17Q052 $ 2,278.555 S 2,392A83 S 2.572,107 S 19,962,883
Site Visits i Famlrarlation Tours 5 146,998 S 485,798 5 510,068 S 535,592 S 562,372 $ 59OA90 S 620,D1S 5 651.016 S 683,566 S 717,745 5 5,701,680
Evart Funding Application Pod S 260,249 $ 364,348 S 382,566 S 401.694 S 421,779 S 442,E68 S 465,011 5 488,262 S 512,675 S $38,309 $ 4,277.761
Oparnlans/Roswrch/Admkdstradw $ 156,499 $ 242,899 5 2SS,O44 S 767,796 $ 781,186 S 79S,145 5 110,007 5 175.508 $ 141,783 5 358,872 $ 2.SSa,840
Ona Time City Administrative Fee 5 17.000 $ - SI S - 5 5 5 - 5 S $ $ 17,Dnn
$ 3A69,985 $ 4,857,979 S S,lOOX M $ 5,355,922 5 5,623,719 S %644,904 5 6,20Q1SO 5 6,510,157 5 6,835,665 $ 7,177,448 $ 57,036,&18
Note-EapeadOures am smiled to odaol co8rct"n which con not eacevdthe 7%lee on each occupied room at de(mMin the petition.
Note:Operofbm/8ewich/AdmMhtration rrf*fts fugyeor costs attributed to the creation of the dWrkt;Mcol year 2018 Collections assume on of eake dote of 02/01/5018
(22)
Exhibit B
Category Timeline(annually)
TPID Management Workshop April/May/June
1St Quarter financial report(Cover Letter, P&L,
Balance Sheet&Spending Update,Collateralization January 31
Report, Investment Report)
2nd Quarter financial report(Cover Letter, P&L,
Balance Sheet&Spending Update, Collateralization April 30
Report, Investment Report)
3rd Quarter financial report(Cover Letter, P&L,
Balance Sheet&Spending Update,Collateralization July 31
Report, Investment Report)
4th Quarter financial report(Cover Letter, P&L,
Balance Sheet&Spending Update,Collateralization October 31
Report, Investment Report)
Annual Financial Report November 30
Annual Financial Audit Report December 31
Reports for District Assessment(Service Plan,Cover
Letter,Ten-Year Assessment Plan &Ten-Year June 1
Budget)
The fiscal year will be based on the City's fiscal year, which is from October 1 through
September 30. Thus,the fiscal quarters will be as follows: 1St Quarter(October 1 —December
30), 2"d Quarter(January 1 —March 30), 3rd Quarter(April 1 —June 30), and 4th Quarter(July 1 —
September 30).
(23)
Exhibit C
Assessment:The District was created by Resolution No:4837-08-2017 on August 29, 2017. A two
percent(2%)Assessment was created by Resolution No:4837-08-2017 on August 29, 2017, and
applies to hotels with 100 or more rooms within the designated District within the City of Fort Worth.
The definitions related to hotel,occupancy,collection procedures, remedies,etc.,are applied as
referred to in Fort Worth City Code and applicable state law.
Fiscal Year Billing Cycle:Assessments will be collected beginning January 1, 2018 until the District's
expiration on September 30, 2027. The Assessment rate will be approved annually by the City Council.
Charges/Collection:The two percent(2%)Assessment only applies to hotel charges that are subject to
city hotel occupancy tax at hotels with 100 or more rooms. The Assessments will be remitted to and
collected by the City using the schedule and process that is in place for City hotel occupancy tax
payments. Remittances,collection and any penalties shall occur in accordance with City ordinances and
state law.
(24)
Exhibit D
FORT WORTH CONVENTION & VISITORS BUREAU (FWCVB) & FORT WORTH
TOURISM PUBLIC IMPROVEMENT DISTRICT CORPORATION (FWTPIDC)
EFFECTIVE DATE: October 1, 2017
TERM OF AGREEMENT: 120 months
CONTRACT AMOUNT: $57,016,809 est.
FWCVB CONTACT: Bob Jameson
111 W. 41h Street, Suite 200
Fort Worth, TX 76102
FWCVB PHONE NUMBER: 800-433-5747
FWCVB FACSIMILE NUMBER: 817-336-3282
FWTPIDC CONTACT: Bob Jameson
111 W. 4th Street, Suite 200
Fort Worth, TX 76102
FWTPIDC PHONE NUMBER: 800-433-5747
FWTPIDC FACSIMILE NUMBER: 817-336-3282
This Agreement (the "Agreement") is between FORT WORTH CONVENTION &
VISITORS BUREAU ("FWCVB"), with its principal place of business at 111 W. 4th Street, Suite
200, Fort Worth, Texas and the FORT WORTH TOURISM PUBLIC IMPROVEMENT
DISTRICT CORPORATION(hereinafter"FWTPIDC"),with its principal place of business at 111
W. 4U' Street, Suite 200,Fort Worth, Texas 76102.
Whereas the Texas Legislature has provided the authority to the City of Fort Worth to create a
Tourism Public Improvement District that is composed solely of hotels with 100 or more rooms.
Whereas the City of Fort Worth has received petitions from more than the requisite number of
properties within the proposed Tourism Public Improvement District to enable the creation of the
district.
Whereas the City of Fort Worth has held the two required public hearings on the public improvement
district and on August 29, 2017, has approved the creation of a Fort Worth Tourism Public
Improvement District.
Whereas a group of hoteliers have created a non-profit 501 (c) (6) entity entitled the Fort Worth
Tourism Public Improvement District Corporation(FWTPIDC)with the intention that this entity will
oversee the administration of the Fort Worth Tourism Public Improvement District.
(25)
Whereas it is the intent of the Fort Worth Tourism Public Improvement District Corporation Board
to contract with the Fort Worth Convention and Visitors Bureau to implement the funded activities
of the Fort Worth Tourism Public Improvement District.
Whereas the Fort Worth Convention and Visitors Bureau is mutually interested in working with the
Fort Worth Tourism Public Improvement District Corporation Board as a contracted entity to
implement the District programs under the project funding guidelines authorized by the Fort Worth
Tourism Public Improvement District Corporation Board.
Therefore,be it resolved, in consideration of the mutual covenants and conditions set forth herein and
in Exhibits and Attachments hereto, all of which are incorporated herein by reference, FWCVB and
FWTPIDC agree as follows:
Subject to the terms and conditions specified in Exhibits 1 and 2 hereto,FWTPIDC agrees to contract
with the FWCVB to perform the obligations specified hereto under the Scope of Work Summary in
Exhibit 2 with reimbursement for actual expenses and services by the FWCVB and other entities for
implementation of the work, as provided in the Fort Worth Tourism Public Improvement District
Service Plan and Budget.
FORT WORTH CONVENTION & FORT WORTH TOURISM PUBLIC
VISITORS BUREAU IMPROVEMENT DISTRICT
("FWCVB") CORPORATION
("FWTPIDC")
By: By
Name: Bob Jameson Name: Robbie Tawil
Title: Chief Executive Officer (CEO) Title: Chairman
Date: I 2.o I v Date:
� —rr
(26)
EXHIBIT 1
STANDARD TERMS AND CONDITIONS
1. REPRESENTATIONS AND WARRANTIES. FWCVB and FWTPIDC each warrant and
represent that (i) it has the power and authority to grant the rights and perform the obligations
to which it commits herein; (ii) the execution of the Agreement by the person representing it
will be sufficient to render the Agreement binding upon it; and (iii) neither its performance
hereunder nor the exercise by the other party of rights granted by the warranting party
hereunder will violate any applicable laws or regulations,or the legal rights of any third parties,
or the terms of any other agreement to which the warranting party is or becomes a party. Each
party is separately responsible for ensuring that its performance and grant of rights does not
constitute any such violation during the Term. No party's approval of advertising or other copy
submitted by another will relieve the other's responsibility under this Section.
2. USE OF TRADE AND SERVICE MARKS. Nothing contained herein will give either party
a license or other right to use the trade or service marks of the other party except as expressly
provided for in this agreement. Any such use will require the prior written consent of the party
that owns the marks.
3. CONFIDENTIALITY. FWCVB and FWTPIDC each agree that they will not use in any way
for their own account or the account of any third party,nor will they disclose to any third party,
any confidential information revealed to them by the other party which is identified in writing
as confidential prior to disclosure. Each party will take such reasonable precautions to protect
the confidentiality of such information as are employed to protect the party's own confidential
information of a similar nature. It is expressly understood and agreed that all information
disclosed by either party, or gained by either party in the course of this agreement, including
this agreement,whether files,records,documents,presentations,research material,operational
methods, marketing plans or strategies, electronic data, tapes, software, drawings, manuals,
guidebooks, reports, plans, proposals, customer lists, business processes, know-how,
specifications,or any other information not generally known outside of FWCVB or FWTPIDC
(collectively known as "Confidential Information",) shall be considered confidential and shall
be retained in confidence.
In furtherance of the business relationship between the parties, it is agreed as follows:
• to take or cause to be taken all reasonable precautions to prevent the disclosure or
communication of Confidential Information to third parties consistent with requirements
imposed under the Texas Public Information Act;
• that this confidentiality clause shall survive the term of this or any other agreement or
understanding the parties may have with each other, and
• that either party will at no time take any action or make any statement that could discredit
the reputation of the other party.
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4. TERM AND TERMINATION. The Agreement will be effective on the Effective Date and
will terminate immediately after the completion of the Term. In the event of expiration or
early termination of the Agreement, the terms of Section 3 above and Sections 5, 6, and 9
below will forever survive the termination of the Agreement. Either party may terminate the
Agreement in the event of a material default by the other party on any of its representations,
warranties, or obligations under the Agreement by the following procedure: (i) the non-
defaulting party will provide the defaulting party with written notice specifying the particulars
of the default; (ii) if the default is not cured within thirty (30) days after such notice is given,
the non-defaulting party may terminate the Agreement immediately upon providing written
notice to the defaulting party. Additionally,either party may terminate the Agreement for any
reason upon the completion of the fiscal year with sixty (60) days' written notice to the other
party prior to the fiscal year's completion. Upon provision of termination notice by either
party, and except to the extent the other party intends to timely cure its default, both parties
will engage in good faith negotiations to arrange for a mutually satisfactory end to the
Agreement. In the event of any termination prior to the natural expiration of the Term,
FWCVB shall be entitled to payment for deliverables in progress to the extent work has been
performed satisfactorily.
5. INDEMNIFICATION. FWTPIDC will indemnify and hold harmless FWCVB and its
respective institutions, officers, directors, employees, franchisees, attorneys, agents,
successors and assigns from any claims, damages, liabilities, losses, government procedures,
and costs, including reasonable attorneys' fees and costs of suit,arising out of(i)FWTPIDC's
failure to comply with applicable laws and regulations, unauthorized use of FWCVB's
trademarks or negligence or willful misconduct in connection with its performance of the
Agreement; or (ii) FWTPIDC's intentional misrepresentation or breach of any warranty,
obligation or covenant of the Agreement.
FWCVB will indemnify and hold harmless FWTPIDC and its respective institutions,officers,
directors, employees, franchisees, attorneys, agents, successors and assigns from any claims,
damages, liabilities, losses, government procedures and costs, including reasonable attorneys'
fees and costs of suit, arising out of(i) FWCVB's failure to comply with applicable laws and
regulations, unauthorized use of FWTPIDC's trademarks or negligence or willful misconduct
in connection with its performance of the Agreement; or (ii) FWCVB's intentional
misrepresentation or breach of any warranty, obligation or covenant of the Agreement.
Except in the case of third party claims, neither party will be obligated to the other party for
indirect, special, consequential, or incidental damages.
6. DISPUTE RESOLUTION.
a. All claims, disputes or controversies between the parties under this Agreement ("Claim")
that cannot be resolved through ordinary business negotiations will be resolved, at the
election of either party, through mediation until such time as the parties mutually agree to
terminate such mediation or the mediator declares an impasse.
b. All offers, promises, conduct and statements, whether written or oral, made in the course
of negotiation,or proceedings by either party to confirm awards hereunder are confidential,
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privileged, and inadmissible for any purpose, including, without limitation, impeachment
or estoppel,in any other litigation or proceeding involving any of the parties,provided that
evidence that is otherwise admissible or discoverable will not be rendered inadmissible or
non-discoverable as a result of its use in the negotiation or arbitration.
T RELATIONSHIP OF THE PARTIES. FWCVB and FWTPIDC are independent
contractors, and the Agreement does not create a partnership, joint venture,
employee/employer or other agency relationship between them.
8. ASSIGNMENT. The Agreement will be binding on and inure to the benefit of each of the
parties,their successors and assigns. It may not be assigned or transferred,in whole or in part,
without the written consent of the other party. Any such assignment or transfer without consent
will be void.
9. NOTICES. All notices and other communications required to be given under the Agreement
shall be in writing and shall be deemed to have been given (i) when personally delivered; or
(ii) three (3) business days after mailing, postage prepaid, by certified mail; or (iii) when
delivered (and receipted for) by an overnight delivery service, addressed in each case to the
parties at the addresses set forth on the Agreement unless a different address shall have been
designated in writing.
10. GOVERNING LAW. The Agreement will be governed by the laws of the State of Texas,
without giving effect to its conflicts of law provisions. Any failure by either of the parties to
exercise any right granted herein upon the occurrence of any contingency set forth in this
Agreement will not in any event constitute a waiver of any such right upon the exercise of any
such contingency. In case any term in this Agreement shall be held invalid, illegal or
unenforceable in whole or in part,neither the validity of the remaining part of such term nor the
validity of any other term shall be in any way affected thereby.
11. OWNERSHIP.All records,reports, documents and other material delivered or transmitted to
FWTPIDC by FWCVB shall remain the joint property of FWCVB and FWTPIDC, and shall,
upon request, a copy of such documents and other materials shall be returned by FWTPIDC to
FWCVB, at FWTPIDC's expense, at termination or expiration of this contract. All records,
reports, documents, or other material related to this contract and/or obtained or prepared by
FWTPIDC in connection with the performance of the services contracted for herein shall
become the joint property of FWTPIDC and FWCVB, and shall, upon request, a copy of such
documents and other materials shall be returned by FWCVB to FWTPIDC, at FWCVB's
expense, at termination or expiration of this contract.
12. INSPECTION AND AUDIT. The FWTPIDC, or its authorized agents or representatives,
shall have the option of reviewing, examining, and/or auditing all accounts, records,
documents, books, and other supporting materials of FWCVB relating to this contract.
FWCVB shall provide reasonable access to such material at no charge.
13. FUNDING. The continuation of this contract is contingent upon the approval of funds to
fulfill the requirements of the contract by the City of Fort Worth. If the City fails to approve
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sufficient monies to provide for the continuation of the contract, or if such approval is denied,
the contract shall terminate pursuant to Section 4 above.
14. NONDISCRIMINATION CLAUSE. FWTPIDC and FWCVB agree not to discriminate in
their employment practices,and will render services under this contract without regard to race,
color,religion, age, sex,national origin,veteran status,political affiliation, or disabilities. Any
act of discrimination committed by FWTPIDC or FWCVB shall be grounds for immediate
termination of this contract.
15. AMENDMENTS IN WRITING. Any alteration, variation, modification, or waiver of
provisions of this contract shall be valid only when it has been reduced to writing and executed
by all parties.The effective date of this contract may be extended only if an amendment to that
effect is duly executed by the contracting parties and approved by the necessary authorities
prior to said termination date.
16. SEVERABILITY. If any provision of the Contract is declared or found to be illegal,
unenforceable or void, in whole or in part,then both parties shall be relieved of all obligations
arising under such provision, but only to the extent that it is illegal, unenforceable or void, it
being the intent and agreement of the parties that the Contract shall be deemed amended by
modifying such provision to the extent necessary to make it legal and enforceable while
preserving its intent or, if that is not possible, by substitution therefore another provision that
is legal and enforceable and achieves the same objectives. Any such invalidity, illegality, or
unenforceability shall not affect any other provision of the Contract. The parties agree to
negotiate in good faith for a proper amendment to the Contract in the event any provision
thereof is declared illegal, invalid or unenforceable.
17. ENTIRE AGREEMENT. This Contract contained in Exhibit D between FWCVB and
FWTPIC and Exhibits 1 and 2 and the attached contract between FWCVB, FWTPIDC, and
the City and related exhibits thereto constitute the entire agreement and understanding between
FWCVB and FWTPIDC, and there are no other agreements, representatives, warranties or
understandings between FWCVB and FWTPIDC with respect to the subject matter hereof. To
the extent that any other agreement,written or verbal,appears to exist between the parties with
respect to the subject matter hereof, the Contract supersedes any such agreement.
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(30)
EXHIBIT 2
SCOPE OF WORK for the Fort Worth Convention & Visitors Bureau (FWCVB)
on behalf of the Fort Worth Tourism Public Improvement District (FWTPID) and the Fort
Worth Tourism Public Improvement District Corporation (FWTPIDC)
Summary
The Fort Worth Convention and Visitors Bureau (FWCVB) proposes to contract with the Fort
Worth Tourism Public Improvement District Corporation (FWTPIDC). The contract will enable
the FWCVB to implement additional marketing and incentive programs to secure increased
convention, group, and other hotel activity to the City of Fort Worth. The contract will be funded
by Fort Worth Tourism Public Improvement District (FWTPID) proceeds received from a two
percent special assessment levied against all hotels with 100 or more rooms within the City of Fort
Worth.
To implement this program, the Fort Worth Tourism Public Improvement District Corporation
(hereinafter referred to as FWTPIDC) Board will adopt an annual budget along with specific ROI
requirements for marketing and incentive expenditures. The FWTPIDC Board shall adopt
incentive and marketing policies and protocols under which the FWCVB can,pursuant to advance
approval by the FWTPIDC Board, implement projects if the project meets the preset criteria
adopted by the FWTPIDC Board. The FWTPIDC Board may choose to provide adjustments to
the annual plan throughout the budget year that are not inconsistent with the annual adopted
FWTPID budget and service plan, including the shifting of resources as provided for in the
"Shifting Between Expenditure Categories" section of this Exhibit. The FWCVB shall expend
FWTPID proceeds only for proposals that meet the ROI standards and protocols adopted by the
FWTPIDC Board of Directors unless a specific exception is approved by a majority of the
FWTPIDC Board of Directors.
Mission of the FWTPID: The Fort Worth Tourism Public Improvement District is a public
improvement district dedicated to improving convention and group hotel bookings and hotel room
night consumption in the City of Fort Worth.
Purpose of the Public Improvement District and the Non-Profit Corporation: The creation
of the Fort Worth Tourism Public Improvement District and of the Fort Worth Tourism Public
Improvement District Corporation is to ensure the effective and judicious allocation of district
assessment revenues to accomplish the above noted mission of the District.
Start-Up Costs for Creation of the PID
It is understood by both the FWTPIDC and by the FWCVB that there are certain start-up costs for
creation of the district. These costs include the consulting, legal, and administrative services that
enabled creation of the district, and the administrative costs to the city for implementing the
district. State law provides for the reimbursement of these costs from the proceeds of the District
once it is established and the FWCVB will coordinate the presentation for payment/reimbursement
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of these costs to the FWTPIDC Board for their approval. It is estimated that these costs will total
less than$125,000.
Ongoing Administrative Costs for the PID
Similarly,it is understood by both the FWTPIDC and by the FWCVB that there are certain ongoing
administrative costs for operation of the district. These costs include the consulting, legal, and
administrative services that enable sustaining the operation of the district, and the administrative
costs to the city for processing payments of the assessments to the district. State law provides for
the reimbursement of these costs from the proceeds of the District and the FWCVB will coordinate
the presentation for payment/reimbursement of these costs to the FWTPIDC Board for their
approval. It is estimated that these costs will total less than $200,000 per year.
General FWTPID Operations
Obligations and Expenditures: The FWCVB is authorized to enter into contracts and otherwise
obligate and spend FWTPID funds only in accordance with the FWTPIDC Board approved budget
and plan. The FWCVB shall not incur obligations or indebtedness for the current or any future
fiscal year in excess of its fund balance and/or anticipated revenues that will be available by the
fiscal year in which the obligation must be paid.
Requisitions to utilize FWTPID funds will only be sought by FWCVB staff for initiatives that
meet the FWTPIDC ROI criteria as outlined in the FWTPID budget and operating plan, unless a
specific exception is approved by a majority of the FWTPIDC Board of Directors. The FWCVB
CFO must review all such expenditures to ensure compliance with this agreement and the approved
FWTPID budget and plan. Staff utilizing FWTPID funds shall be bound by current FWCVB travel
and expense policies.
Maintenance of FWTPIDC Funds: All assessment funds received from the City of Fort Worth
for the FWTPIDC shall be deposited in a bank account separate from all other FWCVB funds.
Utilized banking institutions shall be FDIC insured and maintain a minimum of either a Moody's
rating of "Baal" or higher, or a Standard & Poor's rating of "BBB+" or higher. An annual
investment strategy and goals shall be presented to the FWTPIDC Board as part of the annual plan
and budget approval process for funds that do not need to be reserved for maintenance and
operation of the district. FWTPIDC and FWCVB will maintain compliance with all applicable
Governmental Accounting Standards Board (GASB) statements.
Insurance and Audit Services: The FWCVBC shall secure insurance and financial and
performance audit services for matters pertaining to the FWTPIDC. The representation contracts
will generally go out through a RFP process in compliance with the city's MWBE guidelines.
Recommendations will be brought to the FWTPIDC Board for approval. The completed
performance and annual audit reports will be provided to the FWTPIDC Board and to the Director
of the City's Financial Management Services Department.
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Staffing Pattern and Duties Summary
The FWCVB will accomplish its contractual duties for the FWTPIDC and the FWTPID through a
mix of contracts with outside firms, very limited hiring of new staff, and utilization of existing
FWCVB staff. The costs for each of these resources will be allocated to the FWTPID solely based
on the percentage of time spent on FWTPID functions that are within the approved FWTPID
budget and action plan.
Approvals from FWTPIDC Board
Approval of Budget, Operating Plan, and Amendments/Exceptions: The annual FWTPID
budget and operating plan will be presented to the FWTPIDC Board for approval at a meeting at
least 30 days prior to the start of each fiscal year, other than the initial fiscal year of the FWTPID.
Proposed amendments or exceptions to the annual plan or to the ROI protocols may be presented
to the FWTPIDC Board for approval at their quarterly meetings. If there is a very time sensitive
matter,recommendations for amendments or exceptions may be presented to the FWTPIDC Board
at other times through email or specially called meetings, in accordance with the FWTPIDC
bylaws or board approved operational policies. For the purposes of this agreement, amendments
may also include the addition or deletion of previously approved marketing or sales initiatives.
Overall Goals for FWTPID Marketing and Promotion Initiatives: The goals of the FWTPID
marketing and promotion initiatives will be outlined definitively in each year's annual plan that
will be approved by the FWTPIDC Board. The target audience will include convention and
meeting planners, business travelers, and leisure travelers.
Requests for Exceptions to ROI Requirements: While the FWCVB does not anticipate the need
to ask for exceptions to the ROI Requirement,it is possible that such a situation may present itself.
For example,there may be a meeting that requires more incentives than the ROI in lodging nights
would indicate (e.g.; conventions held by ASAE, MPI, etc.)but offers the city and its hotel sector
access to entities that can bring much other needed conventions and groups to our area. In such
scenarios and other meritorious situations, the FWCVB staff may bring such items up for
consideration to the FWTPIDC Board for their review and consideration. A brief summary of the
anticipated ROI and an explanation of the grounds for considering an exception will be provided
to the FWTPIDC Board. Whether to grant such an exception will be at the discretion of the
FWTPIDC Board. Similarly,the FWTPIDC Board,one of its members, or a funding hotel within
the district may propose such an item for consideration by the FWTPIDC Board for its review and
consideration.
Shifting Between Expenditure Categories: The FWCVB has the authority to propose to the
FWTPIDC Board a shifting of resources between categories for approved activities and efforts.
Shifts between categories shall not exceed 10%. Similarly,the FWTPIDC Board on its own motion
may propose, approve and require such a shifting of resources.
Conflict of Interest Administration: It is possible that certain hotel members of the FWTPIDC,
and in certain cases a majority of the board, will have an interest in a city-wide or regional
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convention or meeting that may be marketed or provided incentives through the FWTPID. In such
cases, the FWCVB shall work with the involved board member(s) to file the appropriate conflict
of interest forms as outlined in the bylaws for the FWTPIDC and shall secure the needed votes to
authorize the project as outlined in the bylaws for the FWTPIDC.
Reports to the FWTPIDC Board
Reports on Status of Projects/Expenditures: Quarterly and annual reports shall be provided to
the FWTPIDC Board on the progress of the FWCVB staff in implementation of the FWTPID
programs. These reports will indicate the status of progress on the approved plan, financial
statements, bank balances, and a cash flow statement showing the timing of actual FWTPID
revenues and expenses. The quarterly financial statement, balance sheet, and statement of
activities shall be maintained and presented in compliance with General Accepted Accounting
Principles (GAAP) for non-profit corporations. These reports shall be similar to those currently
produced by the FWCVB, incorporating the items contained in the FWTPIDC board approved
plan and budget.
The FWCVB staff will also provide courtesy copies of the quarterly and annual reports to the City
Manager for the City of Fort Worth for further distribution.
Financial Statements: The FWTPID cash flow statement will show the timing in which actual
assessments will be collected and when they will be spent. In accordance with standard practices,
the FWCVB may book meetings that will be held a number of years later. In this case, a meeting
may be booked, and an obligation made, in one year; but the incentive expense will not actualize
until the meeting occurs (up to twenty years in the future). With this in mind, revenues will be
shown over the ten-year term of the district, while expenses are shown over a twenty-year period
(ten years past the initial ten-year term of the PID). Balances are to be carried forward, and all
FWTPID assessments along with any earned interest will be proposed for expenditure over the
booking period for eligible FWTPID marketing, events, and programs. In accordance with city
and state law, any funds not obligated during the term of the district must be returned to the city
for distribution back to the assessed properties.
Access to FWTPID Materials: Reasonable access to all FWTPID related materials and
information shall also be available to the FWTPIDC Board at all times. Courtesy copies of
quarterly and annual reports will be emailed to the Fort Worth City Manager for further appropriate
distribution. Requests for access to FWTPID documents by other parties will be handled as
required under the Texas Public Information Act.
Orientation for the Fort Worth FWTPIDC Board: An annual orientation shall be done for the
FWTPIDC Board on the administration of the FWTPID, board roles and responsibilities, and the
responsibilities of the FWCVB under this contract.
(The remainder of this page intentionally left blank)
(34)
CERTIFICATE OF INTERESTED PARTIES
FORM 1.295
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-311359
Fort Worth Convention&Visitors Bureau
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/07/2018
being filed.
City Of Fort Worth Date Acknowl dged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contrac ,and provide a
description of the services,goods,or other property to be provided under the contract.
BH-367
Agreement to Manage Tourism Public Improvement District
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Tawil, Robbie Fort Worth,TX United States X
Jameson, Robert Fort Worth,TX United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DE ARATION
Y I J �'C rn Y
M name is t7�jE2� �— and m date of birth is C7 I I Zo
My address is V1OS MW�0'k1 S LJ14T W, S Fk—C Www T, —7 6�3�Z u S .
(street) (city) (state) (zip code) (country)
declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of [EAS ,on the day of A 20�
(month) 1 (year)
Signature of aut riz46 agent of contracting business entity
darant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523
CERTIFICATE OF INTERESTED PARTIES FORM 1295
Complete Nos.1-a and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-311590
Fort Worth Public Improvement District
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/08/2018
being filed.
City of Fort Worth Date Acknowledged:
s
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide
description of the services,goods,or other property to be provided under the contract.
BH-367
Agreement to manage Tourism Public Improvement District
Nature of interest
4
Name of Interested Parry City,State,Country(place of business) (check applicable)
Controlling Intermediary
Jameson, Robert Fort Worth,TX United States X
Tawil,Robbie Fort Worth,TX United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is.20 :-.Q ,�zL � and my date of birth is O
My address is » n VIOL1T
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that
�the
-foregoing is true and correct.
Executed inCounty, State of on the day of _,20-a
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523