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HomeMy WebLinkAboutContract 40780.�, , � . . � j, � � �� T 's Banner P ogram Management Agreement ("Agreement") is executed as of theli�� day of O10 by and between the City of Fort Worth, ahome-rule municipal corporati n situat in Tarrant, Denton, Parker and Wise Counties, Texas ("City"), acting by and through ernando Costa, its duly authorized Assistant City Manager, and Downtown Fort Worth Initiatives, Inc., ("Contractor"), acting by and through, Andy Taft, its duly authorized President. City and Contractor may be referred to herein individually as a "Party" or collectively as the "Parties." ARTICLE I RECITALS WHEREAS, the Fort Worth City Council adopted the City of Fort Worth Banner Policy and Procedures on March 12, 1998, via M&C G-12155 ("Policy"); and WHEREAS, the Policy governs the installation of vertical banners suspended from rods and brackets attached to metal street light poles ("Poles") within City Right -of --Way; and WHEREAS, the Policy permits special agreements with non/not-for-profit organizations seeking to manage a banner program. within a defined area of the City if recommended by the Director of Transportation and Public Works and the appropriate Council Committee and authorized by the Fort Worth City Council; and WHEREAS, Downtown Fort Worth, Inc. is a non/not-for-profit organization authorized to manage Public Improvement Districts No. 1 and 14 in the City; and WHEREAS, Downtown Fort Worth, Inc. seeks a special agreement with the City of Fort Worth to manage a banner program within Public Improvement Districts No. 1 and 14 in accordance with the Policy; and WHEREAS, the Director of Transportation and Public Works and the Infrastructure and Transportation Committee recommended said agreement on December 8, 2009 and City Council authorized the agreement on January 26, 2010 via M&C No. C-24034; and WHEREAS, the Parties have reached agreement concerning the management of a banner program for PID Nos. 1 and 14 as more fully set forth herein. ARTICLE II. BANNER PROGRAM MANAGEMENT 1. In accordance with the Policy, Contractor will manage a banner program for vertical banners on offsite poles within Public improvement District Nos. 1 and 14 in the following OFFtCIA` RECORD CITY SECRETARY Page 1 of 6 F�: WORTH, TX The area bounded by the Santa Fe (Burlington Northern) tracks, as well as Weatherford to Nichols, to Belknap, west on Belknap to Bluff, North on Bluff to the former right-o- way of Cummings, then along the western border of the Nash Elementary property to the Trinity River, on the east; The Trinity River on the north and the west ; I Oth Street, east on 1 Oth Street to Florence, south on Florence to Texas, then west on Texas to the western edge of the Tarrant College District parking lot, south along the alley to the north curb of Lancaster Boulevard, along the north curb line of Lancaster to the intersection of Lancaster with the Railroad trestle on the south. The area bounded by the western property line of the Nash Elementary School to the Trinity River, along the Trinity River on the west to the northern Boundary of Block 1 Mulligan Addition; along the northern property line of Block 1 Mulligan Addition and along the northern property line Pioneers West Cemetery on the north; the Gulf Colorado and Santa Fe Railway on the East to Belknap Street; Belknap Street to Elm Street on the South, north on Elm Street to the Southern property line of Nash Elementary, west along the southern property line of Nash Elementary to the Western property line of Nash Elementary School. 2. Contractor may suspend vertical banners from rods and brackets attached to metal street light poles ("Poles") located in the ROW within the boundaries described above to promote an event/exhibit to be held in the City of Fort Worth and open to public within the parameters provided by the Policy. 3. City waives all fees associated with Contractor's management of the banner program contemplated by this Agreement. However, if Contractor charges others fees to participate in the banner program under this Agreement, those fees cannot exceed those identified in the Policy. 4. Contractor shall maintain the following insurance coverage during the term of this Agreement: A. WORKERS' COMPENSATION INSURANCE: The Contractor shall maintain, during the life of this Agreement and any extension period, statutory Workers Compensation Insurance on all of its employees engaged in work under this Agreement and for all subcontractors unless such subcontractors maintain their own Workers' Compensation Insurance. B. COMMERCIAL GENERAL LIABILITY INSURANCE: The Contractor shall procure and maintain during the life of this Agreement and any extension period, a commercial general liability insurance policy in the amount of $1,000,000.00 covering each occurrence with an aggregate limit of $2,000,000.00. Such policy shall be endorsed to name the City as an additional insured. Page 2 of 6 C. AUTOMOBILE INSURANCE: The Contractor shall procure and maintain, during the life of this Agreement and any extension period, a comprehensive bodily injury and property damage automobile liability policy in the amount not less than $1,000,000.00 for each accident. This policy shall cover any automobile used within the scope of this contract. Such policy shall be endorsed to name the City as an additional insured. D. INSURANCE REQUIlZEMENTS: The insurance specified in this Section 5 hereof shall comply with the following requirements: 1. The named insured on Contractor's insurance policies shall be Downtown Fort Worth Initiatives, Inc. 2. Additional insured on the Contractor's insurance policies listed in paragraphs B and C, shall be the City of Fort Worth. 3. Certificates of Insurance showing the City of Fort Worth as the Certificate Holder and additional insured and evidencing coverage required in this Agreement shall be provided to the Director, Department of Transportation and Public Works, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102 within 10 days fiom the date of execution; and any failure of the City to request same shall not be construed as a waiver of such requirement. No banners shall be installed until documentation of insurance coverage is provided to the City. 4. A minimum notice of thirty (30) days shall be provided the City in the event of cancellation or non -renewal of policy(s); provided, however, a ten (10) day notice shall be acceptable in the event of non-payment of insurance premium(s). 5. Insurers of all policies of insurance shall be licensed or otherwise authorized to do business in the State of Texas and be otherwise acceptable to the City in terms of financial strength and solvency. 6. Deductible limits of required insurance policies shall be acceptable to the City. 7. Applicable policies shall be endorsed with waiver(s) of subrogation in favor of the City. 8. The City shall be entitled, upon its request, and without incurring expense, to review the Contractor's insurance policies including endorsements thereto and, at the City's discretion, the Contractor may be required to provide proof of insurance premium payments. 9. The Commercial General Liability insurance policy required of the Contractor shall have no exclusions by endorsement unless approved in writing by the City. 10. The City shall never be responsible for the cost of any insurance required of the Contractor. 11. All liability insurance required of the Contractor shall be written on an occurrence basis as such is authorized in the State of Texas by the State Department of Insurance and its respective Board. 5. Contractor is responsible for any damage to City property caused by Contractor, its contractors, subcontractors, employees, agents, visitors or invitees as determined by the City. Page 3 of 6 6. The City shall be responsible for repair and replacement of the electrical components of the Poles as well as repair, and maintenance of the Poles unless said repair, maintenance and/or replacement is necessitated by Contractor, its contractors, subcontractors, employees, or agents as determined by the City. 7. Contractor shall be responsible for the painting and cleaning of the Poles. 8. Contractor is responsible for ensuring that the content of the banners displayed conform to the Policy. 9. Contractor will advise all approved applicants of the following: a. Generally, Contractor will cause the installation of the banners contemplated by this Agreement. However, applicants seeking to cause the installation of banners by those other than Contractor shall be required to hire contractors who are licensed and bonded in accordance with City standards and policies to work in the City's right-of-way to install banners during the hours of 9:00 a.m. — 4:00 p.m. weekdays and daylight hours on weekends. b. The applicant's contractor must provide commercial general liability insurance of $1,000,000 for any auto and obtain a "Street Use Permit" from T/PW Street Permit Center (311 W. 1 Oth Street) prior to working in the City's right-of-way. c. Banner installation shall occur only between the hours of 9:00 a.m. to 4:00 p.m. on weekdays and 30 minutes after sunrise and 30 minutes prior to sundown on weekends. 10. Either party hereto may give notice in writing of a change of address at least 30 days prior to the effective date of the change of address. Any notice that is required or may be given hereunder shall be addressed as follows. If to the City of Fort Worth: Director Transportation and Public Works 1000 Throckmorton Fort Worth, Texas 76102 If to Contractor: President Downtown Fort Worth Initiatives, Inc. 777 Taylor Street Suite 100 Fort Worth, Texas 76102 11. Term: a. Unless terminated as provided for herein, the term of this Agreement shall be contemporaneous with the term of City Secretary Contract No. 36039 for PID # 1 and City Secretary Contract No. 39349 for PID # 14. Renewal of City Secretary Page 4 of 6 Contact No. 36039 and City Secretary Contract No. 39349 shall be a renewal of this Agreement as it pertains to the respective PID. b. Notwithstanding any such renewal, either party hereto may terminate this agreement upon thirty (30) days notice by giving the other party hereto notice in writing of its intention to so terminate. 12. Indemnification: a. Contractor covenants and agrees to, and does hereby, indemnify, hold harmless and defend the City, its officers and employees, from and against any and all suit or claims for damages or injuries, including death, to any and all persons or property, whether real or asserted, arising out of or in connection with any negligent act or omission on the part of the Contractor, its officers, agents, servants, employees, contractors, or subcontractors, and the Contractor does hereby assume all liability and responsibility for injuries, claims or suits for the damages to persons or property, of whatsoever kind of character, whether real or asserted, occurring during or arising out of the performance of this Agreement as a result of any negligent act or omission on the part of the Contractor, its officers, agents, servants, employees, contractors, or subcontractors. Such indemnification shall include Worker's Compensation claims of or by anyone whomsoever in any way resulting from or arising out of the Contractor's work, services and operations in connection herewith, including operations of subcontractors, if any, and the acts or omissions of employees or agents of the Contractor. b. Contractor shall likewise indemnify, defend and hold harmless the City for any and all injury or damages to City property arising out of or in connection with any and all negligent acts or omissions of Contractor, its officers, agents, servants, employees, contractors, subcontractors, licensees, or invitees. c. Insurance coverage specified herein constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability of the Contractor under the terms of this Agreement. Contractor shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance that, in its own judgment, may be necessary for proper protection in the prosecution of its work. 13. It is expressly understood and agreed that Contractor shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant or employee of the City; that Contractor shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder, and all persons performing the same; and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors; that the doctrine of respondent superior shall not apply as between City and Contractor, its officers, agents, employees, contractors, and subcontractors; and that nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. No person performing any of the work and services described hereunder shall be considered an officer, agent, servant or employee of the City. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) Page 5 of 6 CITY OF FORT WORTH Fernando Costa, Assistant City Manager Recommended by: Transportation and Public Works Approved as to Form and Legality: Assistant ATTEST: a� Attorney Marty Hendrix u City Secretary Authorization: M&C &oZL}e3L4 Date: i a l� I n Page 6 of 6 CONTRACTOR. DOWN TOWN FORT WORTH INITIATIVES, INC. An�t'y Taft President 1 x OFt=iCIAL RECORC CITY SECRETARY T. WORTH, TX Official site of the City of Fort North, Texas COUNCIL ACTION: Approved on 1/26/2010 REFERENCE 20PID1AND14 BANNER DATE: ** 1/26/2010 NO : C-24034 LOG NAME: PROGRAM CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Execution of an Agreement with Downtown Fort Worth, Inc., for Management of the City's Street Banner Program in the Downtown and Trinity Bluff Areas RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a Banner Program Management Agreement for management of the City's Street Banner Program in the Downtown and Trinity Bluff areas. DISCUSSION: On March 12, 1998, the City Council adopted a policy and procedures governing the placement of banners within the public right-of-way in the City (M&C G-12155) (the Banner Policy). Downtown Fort Worth, Inc, (DFWI) has requested that it be permitted to manage the City's banner program in the Downtown and Trinity Bluff areas of the City. DFWI currently is under contract to manage Public Improvement District (PID) No. 1 (the Downtown PID) and PID No. 14 (the Trinity Bluff PID). The specific area in which DFWI would manage the City's banner program will conform to the boundaries of those two PIDs. DFWI will manage the banner program in accordance with the City's existing Banner Policy. The term of the proposed Agreement will be contemporaneous with the terms of the Public Improvement District Management Agreements between the City and DFWI for administration of the Downtown PID and the Trinity Bluff PID. Either party may terminate the Agreement for any reason upon 30 days' notice. DFWI may use existing metal streetlight/pedestrian poles to promote an event or exhibit held in Fort Worth and open to the public under the guidelines stated in the Banner Policy. DFWI will be required to maintain insurance in accordance with the Banner Policy. As compensation for its management services under the Agreement, DFWI will charge and retain the fees set forth in the Banner Policy from entities requesting banner placement in the right-of-way and DFWI will not be subject to payment of any fees. A presentation was made to the Infrastructure and Transportation Committee on December 8, 20091 and the Committee voted to recommend that the City Council approve this proposal. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by. Originating Department Head: Additional Information Contact: ATTACHMENTS 20P1_D__landl4Banner Program (Agreement).pdf Fernando Costa (6122) William Verkest (7801) Randy Burkett (8774)