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HomeMy WebLinkAboutContract 25389 ;,n- . ",: ,,i , _. _. v CITY SECRETARY CONTRACT N4. CONTRACT FOR IMPROVEMENTS AND/OR SERVICES IN THE FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 1 FOR FISCAL YEAR 1999-2000 STATE OF TEXAS § COUNTY OF TARRANT § WHEREAS, on September 7, 1999, the City Council of the City of Fort Worth, Texas, adopted a Resolution which reestablished a public improvement district under Chapter 372, Local Government Code,which district is known as the Fort Worth Public Improvement District No. 1 (the"District"); and WHEREAS, the City of Fort Worth (the "City") is authorized to utilize the District to undertake improvements and/or services that confer special benefits on the part of the City within the District; and WHEREAS, the City Council is authorized to levy and collect special assessments on property in the District, based on the special benefits conferred by the improvements and/or services, to pay the cost of such improvements and/or services; and WHEREAS, the City now desires to enter into a contract for certain improvements and/or services in the District for the period from October 1, 1999 to September 30, 2000, which improvements and/or services shall consist of a management program, a maintenance and landscaping program, a promotions program, a marketing program, a security program, and a transportation and parking program; and WHEREAS, such improvements and/or services constitute a supplement to standard City services and an added increment of service to ensure the continued high quality of maintenance in the District and to provide other special benefits and services which will enhance the vitality and quality of the downtown area; and WHEREAS, Downtown Fort Worth, Inc., has offered to assist the City by providing, furnishing or performing the aforesaid improvements and/or services; and WHEREAS, the City and Downtown Fort Worth, Inc., mutually desire to enter a contract whereby, for the consideration stated below, Downtown Fort Worth, Inc., will provide, furnish or perform such improvements and/or services as further detailed herein; NOW,THEREFORE: That, for and in consideration of the mutual covenants, promises and agreements contained herein, the City of Fort Worth, hereinafter referred to as "City" acting by and through Charles R. Boswell, its duly authorized Assistant City Manager, and Downtown Fort Worth,Inc., Oo L RECCG�D CCU� C ������(����J� R MIN R. UV�%VIN9 M lfl. a Texas corporation, hereinafter referred to as the "Contractor", acting by and through Gary W. Cumbie, its duly authorized Chief Executive Officer,do hereby covenant and agree as follows: I. Engagement of Contractor The City hereby engages the Contractor, and the Contractor hereby agrees, to provide, furnish or perform the improvements and/or services to be provided in the Fort Worth Public Improvement District No. I(hereinafter called the "District"), as described in this contract and all attachments hereto. H. Scope of Services by Contractor The overall scope and approach of the improvements and/or services to be provided, furnished or performed by the Contractor are more fully set forth in the District's 1999-2000 Budget and Service Plan which is on file in the office of the City Secretary of the City of Fort Worth and is incorporated herein by reference for all purposes. Such improvements and/or services shall consist of the following: A. Management Program The Contractor shall provide the following administrative and management services for operation of the District: 1. Providing the staff and administrative services which are necessary to supervise the daily services and public space management provided by the District; 2. Providing management, financial and program monitoring systems for operation of the District; 3. Providing required reports to the City concerning operation of the District; 4. Providing staff for administration and management of the District; 5. Recruiting, hiring, paying and supervising the work force which the Contractor will utilize to furnish services in the District; 6. Providing office space for the Contractor's administrative and management personnel and an operations center for the Contractor's employees and equipment, if necessary; 2 7. Recommending actions and guidelines which the City of Fort Worth could take to regulate vending activities, outdoor cafes, kiosks and information booths and to coordinate the use of the public spaces in the District to maximize the contribution of activities and events; 8. Providing staff to participate in private or public meetings concerning operation of the District; 9. Providing liaison between the District, City, property owners, interested persons and groups to ensure successful operation of the District; 10. Administering and supervising services in the District, which are provided directly by the Contractor; . 11. Entering contracts with subcontractors to provide landscaping, street cleaning, sidewalk cleaning or other services which the Contractor elects to provide through subcontract; 12. Supervising and monitoring the performance of subcontractors whom are employed by the Contractor; 13. Providing assistance to the City Planning Department concerning use of the District to complement downtown planning proposals and projects; 14. Assisting the City in briefing developers and property owners concerning proposed activities and projects,which would complement private development activities in the District. Plazas, landscaping, street furniture and pedestrian bridges are examples of such projects; 15. Functioning as the Information/Complaint Center for all matters relating to operation of the District and advising the City in a timely manner of any problems with City-owned equipment or facilities in the District. B. Maintenance and Landscaping Program 1. The Contractor shall provide the following maintenance services in the District, either directly or through a subcontractor: a. Sweep the streets within the District at least two days a week. b. Sweep .and/or high-pressure hot water wash all sidewalks within the District on a regular basis as frequently as necessary to keep the sidewalks in a clean, stain-free and trash-free condition. 3 C. Sweep the area around and within all bus shelters daily to ensure a clean, trash-free appearance. Bus shelters will be high-pressure; hot water hosed once a day, five days a week,to remove dirt and stains from the shelter area. d. In addition to the City's regular once-a-day pickup of trash from receptacles in the District and the City's once-a-day pickup of trash from receptacles adjacent to bus shelters, make any other pickups which are necessary to ensure that the receptacles in the District have adequate capacity remaining at all times. e. Remove litter from sidewalks and streets in the District in a timely and efficient manner. f. Regularly clean street furniture in the District, including benches, drinking fountains, street planters,pedestrian lighting,telephone and kiosks. g. Remove ice and snow from sidewalks in the high use pedestrian areas of the District (primarily the Main Street, Throckmorton Street, Houston Street corridor) by applying City-approved chemical de-icers as practical to maintain free passage of pedestrians on the sidewalks. Removal of ice and snow in the described area will be undertaken,unless the weather conditions are so severe that complete removal of ice cannot be accomplished in a practical and timely manner. (The City shall continue to be responsible for snow and ice removal, if any, on the streets.) 2. The Contractor shall provide the following landscaping services in the District, either directly or through a subcontractor: a. Maintain City-owned landscaping in the District (excluding tree and shrub replacements and landscaping in City parks)including: (1) Watering (2) Fertilizing (3) Inspection (4) Pruning (5) Treatment of wounds (6) Disease control (7) Insect control b. Care for and beautify shrubs, trees, decorations in all public City-owned planter boxes in the District except in parks. Such services shall also include planting blooms in each of the planter boxes on Houston,Main and Throckmorton Streets (11,000 square feet of planter boxes) two times a year. The Contractor will replace all dead plants regularly. 4 C. The Contractor shall not be responsible for the maintenance and repair of plumbing or electrical equipment except for electrical equipment pertaining to'the tree lights on Main Street and replacement of any water sprinkler heads which are damaged by the negligence of the Contractor, its agents, servants, employees or subcontractors. d. The Contractor shall report all plumbing problems to the City Manager's office which shall report the same to the appropriate City departments for timely correction. e. , The Contractor shall reimburse the City or pay directly for any repairs resulting from negligence or abuse of City electrical or plumbing facilities by Contractor, its agents, servants or employees. f, The Contractor shall pay for or coordinate a cooperative arrangement with the City for supplemental utility usage for landscaped areas, and shall pay for all water usage for irrigation of planter boxes on Houston, Main and Throckmorton Streets. 9. The City shall arrange for a meter to be issued to the Contractor to permit the Contractor to remove water from fire hydrants in the District. Such meter shall be issued by the City under the same terms and conditions as such meters are customarily issued to other Contractors. h. The Contractor shall advise the office of the City Manager in a timely manner of the need for capital improvements, replacements, repairs and relocations of street furniture in the District. i. The Contractor shall cooperate with those who are authorized by the City to provide audit and legal services to the District. C. Promotions Program The Contractor shall promote, supervise and coordinate various activities and events in the District so as to provide a more active, interesting and varied environment. These services shall include: 1. Directly producing, promoting and supervising a number of major festivals and events within the District. Approximately one-half of the activities will be conducted in public spaces and the other one-half will be conducted in privately owned "semi-public" space such as plazas and mall areas. Activities will range from jazz, classical, western and contemporary concerts to quality art exhibits and demonstrations of consumer products, etc. The contractor will encourage the use of volunteers for the staffing of such activities and will attempt to leverage funds for interested businesses to provide the activities; 5 2. Coordinating public events and activities in the District to minimize scheduling conflicts and maximize the benefits of each event or activity; 3. Promoting, supervision and coordinating major downtown seasonal promotional events, which are strongly oriented toward retail shoppers. Such events will include assuming the responsibility for presenting the annual P arade of Lights. The Contractor will provide staff to organize these events and will encourage the use of volunteer staffing for such events; 4. Monitoring and evaluating all major events in the District to improve the quality of the events and to meet changing needs in the District; 5. Setting up a system to collect data about each event and activity in the District. Information collected shall include the number and type of people attending, costs, people's responses to the activities,problems encountered and other information useful in planning future events; D. Marketing Program The Contractor shall provide a marketing program, which shall include the following services: 1 Developing communications vehicles to reach downtown workers, surrounding neighborhoods, and the convention and visitors market; 2. Seeking a wide variety of media exposure for the District; 3. Placing both public service and nonprofit ads to maintain a positive image of the District in the public view; 4. Seek additional funds to support the efforts of the District; 5. Cooperating and communicating with businesses in the District, the Chamber of Commerce, the City of Worth, the Fort Worth Transportation Authority and the Convention and Visitors Bureau; 6. Evaluating existing data and obtaining new data to build a reliable information base about the District and its markets. E. Securily Program The Contractor shall provide for an increased level of security presence in the District in the following ways: 6 1. Acting as a liaison with the City concerning the need for a bike patrol and mounted patrol presence in the District; 2. Acting as a liaison with the City concerning the need for police cruiser patrols in the District; 3. Assisting the Police Department in establishing a Crime Prevention/Public Relations program designed to improve the security image of the District and to reduce crime; 4. Promoting optimum coordination between private security departments in the District and the Police Department to gain the highest level of security presence possible; 5. Providing increased parking garage and parking lot security as needed through a safety inspection program to be operated by the Contractor and the Police Department; and, when necessary, requesting police surveillance of particular garages or lots on a short-term basis; 6. Advising the City concerning the need for increased park security through foot and cruiser patrol on a coordinated basis. F. Transportation and Parking Program The Contractor shall assist the City in improving circulation and parking in the District in the following ways: 1. Improving access into the District by cooperative promotion of the T and Rideshare; 2. Improving circulation in the District by working with the City to improve parking lot signs and point of interest signs; 3. Improving transportation and a round downtown by providing a forum for discussing,planning and deciding transportation issues; 4. Improving the image of parking and transit in the District by cooperating with the T and the City in the promotion of parking lots and mass transit service; 5. Assisting in the planning of modifications or improvements, which would enhance the operations of free zone, bus service in the District. Particular attention will be made to routing and the integration of bus stops into public space activity centers. The Contractor shall commence, carry on and provide such improvements and/or services with all practicable dispatch, in a sound, economical and efficient manner, in accordance with this contract and its attachments and all applicable laws. In providing such improvements and/or 7 services, the Contractor shall take such steps as are appropriate to insure that the work involved is properly coordinated with related work being performed by the City. The Contractor represents that it has or will secure at its own expense all materials, supplies, machinery, equipment, tools, superintendence, labor, personnel, insurance, and' other accessories ssones and services necessary to provide such improvements and/or services in accordance with the requirements of the annual Budget and 'Service Plan. The Contractor's personnel shall not be employees of or considered under any contractual relationship with the City. Unless otherwise specifically provided herein, all of the improvements and/or services required hereunder will be performed by the Contractor or its subcontractors, and all personnel engaged by the Contractor shall be fully qualified to perform such improvements and/or services. The City's Duties and Responsibilities A. The City shall provide the following services in connection with operation of the District and with the performance of this contract: 1. Levying and collecting assessments and recording the same in a separate revenue account; 2. Making payments to the Contractor from special assessment revenues; 3. Maintaining the existing level of services which the City currently provides in the District, either directly or by payment(s)in lieu thereof; 4. Maintaining complete and detailed records concerning any expenditures of special assessment revenues,which are made through City departments,boards or agencies; 5. Promulgating rules and regulations pertaining to the use of the public space in the District after receiving the Contractor's advice and assistance; 6. Retaining and expending revenues from special assessments, penalties, interest and investment income thereon in the District; 7. Preparing an annual report of delinquent property assessments and liens thereon to be filed in the County Clerk's office; 8. Making regular reports to the Contractor concerning delinquent assessments and making billings thereon as necessary; 9. Producing an annual assessment roll of property owners and property within the District. 8 B. The City shall have no financial obligation to the District other than levying and collecting the assessments levied by the District, except as provided in Paragraph 3 above, paying the assessments on City property in the District, and paying for improvements and/or services that the Contractor performs in the District, subject, however, to the provisions of Section VI and VII hereof. IV. Amendments to Contract This contract shall not be considered to be modified, altered, changed or amended in any respect unless the same is done in writing and is signed by both parties. V. . 'Perm The initial term of this contract will be for a period beginning October 1, 1999, and terminating September 30, 2000. This contract may be extended up to four additional one-year terms upon mutual agreement of both parties. Any extensions shall be authorized by the Fort Worth City Council on an annual basis. The compensation for contract extensions may be adjusted in accordance with the annual Budget and Service Plan approved by the City Council. The agreement between both parties to exercise the extension option must be completed at least thirty(30) days prior to the end of the current contract term. VI. Payments to Contractor A. The City shall pay the Contractor monthly in advance for performance of the work as hereinafter provided. At the beginning of each month, the Contractor shall send the City an invoice detailing the improvements and/or services to be performed during that month. Upon approval of such invoice and the improvements and/or services to be performed, the City shall, within ten(10)working days,pay the invoice. B. The Contractor shall make a monthly work report to the City Manager or his designated representative. This monthly report shall detail all of the Contractor's significant work activities during the preceding month. The format of the report shall be in a form that is mutually agreed upon by the Contractor and the City Manager. The report shall be due on the fifteenth (15th) working day of the month. Payments to the Contractor may be withheld if the monthly report is not received. The City Manager or his designated representative shall have the right to verify that the report is complete and accurate. 9 C. Total revenues and payments to the Contractor shall consist of the following amounts shown below for the following improvements and/or services, which amounts are based on the cost of twelve(12)months of work: Revenues Contractual Other Total Cost of from Payments Revenues Improvemnts Assessments from City Services FY 1999-00 (a) Maintenance and $335,652 $124,442 $543,924 Landscaping (b) Promotions Program 28,973 46,950 (c) Marketing Program 41,654 67,500 (d) Security Program 14,295 23,165 (e) Transportation and 55,318 89,642 Parking Program (f) City Administrative 5,000 5,000 (g) Management Program 123,858 108,702 142,100 203,813 1 2 3 $604,750 $233,144 $142,100 $979,994 Note 1 The $124,442 is for assessments against City property. The $108,702 is for payment from the City to the Contractor for performance of the following services that were previously performed by the City: a) Park Services and Maintenance $42,239 b) Sidewalk cleanup, street sweeping and garbage pickup 35,852 C) Houston/Throckmorton street and sidewalk services 30,611 Note 2 The $142,100 includes revenue to be collected by the Contractor from others, and $10,000.00 from interest payable on assessments. $132,100 is from revenues to be generated by the Improvement District. The City is not responsible for payment of the$132,100 to the Contractor. Note 3 $979,994 is the total cost of all programs. The City shall withhold $5,000.00 from assessments as its administrative fee for services provided to the District. Payments from the City to the Contractor under this contract shall consist of 10 $599,750 from assessments ($604,750 less the $5,000.00 administrative fee), plus $10,000.00 in interest on the assessments, plus $233,144 in contractual payments, for a total of$842,894. The remaining balance of$132,100 is revenue, which the Contractor will raise and spend on the programs. The City is not responsible for payment of the$132,100 to the Contractor. In the case of any improvements and/or services, which the Contractor does not provide throughout the entire (12) month term of the contract," the Contractor shall receive a pro rata payment to cover only the months when such improvements and/or service were actually provided. VII. Availability of Funds If the $842,894 in City revenues referred to in Section VI. C. above is not available or is insufficient for the City to make the payments due hereunder, the City will immediately notify the Contractor of such occurrence, and this contract may be terminated by the City on the last day of the month for which funds were available without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds are available from special assessments or sufficient funds are not available, the City and the Contractor may meet and negotiate an amendment to this contract so that the scope of improvements and/or services to be provided by the Contractor will correspond to the amount of available funds. VIII. Public Convenience and Safety A. The Contractor shall observe City ordinances relating to obstructing streets, keeping alleys or other rights-of-way open and protecting same and shall obey all laws and City ordinances controlling or limiting those engaged in the work and shall coordinate with the respective City departments concerning same. B. The Contractor shall perform its duties in a manner that will cause the least inconvenience and annoyance to the general public and the property owners. Contractor will exercise every necessary precaution for the safety of the property and the protection of any and all persons and/or property located adjacent to or making passage through said property. IX. Right of Ownership All permanent public facilities and equipment owned by City within the Fort Worth Public Improvement District No. I shall remain property of City, and such property cannot be disposed of by Contractor without the express written consent of City. X. Discrimination by Contractor A. The Contractor, in the execution, performance or attempted performance of this contract, will not discriminate against any person or persons because of.sex, race, religion, color or national origin,nor will the Contractor permit its officers, agents, employees or subcontractors to engage in such discrimination. B. This contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth, and the Contractor hereby covenants and agrees that the Contractor, its officers, 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 the Contractor, its officers, agents, employees or subcontractors. XI. Compliance with the City's Minority[Women Business Enterprise Ordinance The City has adopted a goal-oriented program for the inclusion of minority and women business enterprises (M/WBE) in City contracts through Ordinance No. 13471, as amended. The Contractor has committed to meeting a 25% M/WBE goal on this project. The total of the dollars budgeted in this contract for Maintenance/Landscaping will be used to determine the achievement of the percentage goal on the project. Compliance by the Contractor with the goal and/or procedures outlined in the Ordinance is mandatory; failure by the Contractor to comply with such procedures shall constitute a breach of this contract and shall be grounds for termination by the City. 12 XII. Contractor Liability The Contractor shall assume full liability for any damages to any public or private property, which is due to the negligence of Contractor, its subcontractors, agents, permittees or assigns. XIII. Personal Liability of Public officials No employee of the City of Fort Worth, nor any other agent of the City, shall be personally responsible for any liability arising under or growing out of the contract or operations of the Contractor under the terms of this contract. XIV. City Not Liable for belay It is further expressly agreed that in no event shall the City be liable or responsible to the Contractor or any other person for or on account of any stoppage or delay in the work herein provided for by injunction or other legal or equitable proceedings, or from or by or on account of any delay for any cause over which the City has no control. XV. Indemnification A. The Contractor covenants and agrees to, and does hereby, indemnify and hold harmless and defend the City, its officers and employees, from and against any and all suits 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 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 or character, whether real or asserted, occurring during or arising out of the performance of this contract as a result of any negligent act or omission on the part of the Contractor, its officers, agents, servants, employees 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 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 13 omissions of Contractor, its officers, agents, 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 Contract. The 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. XVI. Independent contractor 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 respondeat 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. XVII. Insurance The Contractor shall not commence work under this contract until it has obtained all the insurance required under the contract and such insurance has been approved by the City. Contractor shall be responsible for delivering to the City the Contractor's certificate of insurance for approval. Contractor shall indicate on the certificate of insurance whether or not its insurance covers subcontractors. The insurance coverage required herein shall include the coverage of all subcontractors; or such subcontractors shall provide to Contractor documentation of insurance reasonably equivalent to that required of the Contractor, according to the liability exposures related to the subcontractors' services and/or materials. A. WORKERS' COMPENSATION INSURANCE: The Contractor shall maintain, during the life of this contract and any extension period, statutory Workers Compensation Insurance on all of its employees engaged in work under this contract 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 contract and any extension period, a commercial general liability insurance policy in the amount of less than$1,000,000.00 covering each occurrence with 14 an aggregate limit of $2,000,000.00. Such policy shall be endorsed to name the City as an additional insured. C. AUTOMOBILE INSURANCE: The Contractor shall procure and maintain, during the life of this contract and any extensive 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. CRIME INSURANCE: The Contractor shall maintain an insurance policy having a minimum limit of$50,000.00 per loss to cover money and securities for which the Contractor is contractually and/or fiscally responsible. The policy shall provide the following changes: 1. Employee Dishonesty. 2. Theft,Disappearance and Destruction of Money and Securities. E. PROFESSIONAL LIABILITY INSURANCE: (for errors and omissions): The Contractor shall maintain an insurance policy to cover professional liability exposures related to Section II (Scope of Services by Contractor), Paragraphs A through F. Such insurance policy shall be maintained at a limit of not less than$250,000.00 for each claim. F. SPECIAL EVENTS LIABILITY INSURANCE: The Contractor shall maintain coverage under a liability insurance policy for events Contractor holds and/or sponsors. This insurance coverage may be included under the Commercial General Liability insurance policy of Contractor if clearly endorsed thereon or under a separate policy. The minimum limit of coverage for special events shall be $1,000,000.00 per occurrence. Contractor shall, as appropriate, require holders of special events for which Contractor is responsible to maintain liability insurance for respective events and require such event holders to provide Contractor with certification of insurance of the aforementioned limit, or, at a minimum of$500,000.00 per each occurrence. G. LIQUOR LIABILITY INSURANCE: Contractor shall maintain an insurance policy at a limit of not less than $500,000.00 for each common cause (claim) as excess and/or primary coverage for events for which the Contractor is responsible. Contractor shall require event holders to maintain such insurance for respective events when event holder(s). Commercial General Liability insurance does not cover this liability exposure, for example, when event holder(s) are in the business of selling,manufacturing or distributing alcoholic beverages. H. INSURANCE REQUIREMENTS: The insurance specified in Section XVII hereof shall comply with the following requirements: 1. The named insured on Contractor's insurance policies shall be: Downtown Fort Worth,Inc. 15 2. Additional insured on the Contractor's insurance policies listed in Section XVII (Insurance),Paragraphs B, C,F and G, shall be the City of Fort Worth. 3. Certificates of insurance documenting coverages required in this contract shall be provided to the City Manager, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102, in a timely manner; and any failure of the City to request same shall not be construed as a waiver of such requirement. 4. A minimum notice of thirty (30) days shall be provided the City(as designated in Item 1.3. above) in the event of cancellation or non-renewal of policy(s) except 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 by the City. 10. The City shall not 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. I., LOCAL AGENT FOR INSLMANCE: The insurance company or managing brokerage firm with or through whom the Contractor's insurance is written shall be represented by an agent or agents having an office located within the Fort Worth-Dallas metropolitan area. The name of the agent or agents shall be stated on all certificates of insurance. Contractor shall keep the required insurance in effect at all times during the term of this contract and any extension thereof. Contractor shall furnish to City a certificate of insurance on a form approved by the City, evidencing that Contractor has obtained the required insurance coverage. All policies must provide that they may not be changed or canceled by the insurer in less than thirty(30) days after the City of Fort Worth has received written notice of such change or cancellation except a notice 16 of ten (10) days shall be acceptable if cancellation is due to non-payment of policy premium. The lines of coverage and policy limits of such insurance may be revised upward at City's request with reasonable notice by the City to the Contractor, and Contractor shall revise such lines of coverage and policy limits within thirty(30) days after receipt of such request. XVHI. Laws to be Observed The Contractor at all times shall observe and comply with all applicable federal and state laws, local laws, ordinances, orders and regulations of the federal, state, county or city governments. No pleas of misunderstanding will be considered on account of ignorance thereof. XIX. 'faxes The Contractor shall pay all federal, state and local taxes, which may be chargeable against the performance of this work. XX. Permits Before proceeding with the work hereunder, the Contractor shall obtain and pay for any necessary permits and licenses, whether issued by the state, county or city, and furnish proof thereof. XXI. Character of Workers and Work The Contractor and the Contractor's employees, including subcontractors, shall be competent and careful workers skilled in their respective trades. The Contractor shall not employ nor contract with any person who repeatedly engages in misconduct or is incompetent or negligent in the due and proper performance of his duties. The City shall retain the right to require the Contractor to remove any employee who is guilty of misconduct toward the public or is in any way discourteous to the public. This work is being performed for the public benefit and it is necessary that it be performed in an acceptable manner and at a satisfactory rate of progress, as determined by the City. 17 XXII. Equipment The Contractor shall at all times maintain its equipment in a clean, serviceable condition. All equipment shall be properly licensed and inspected and clearly marked with the Contractor's name. The continued use of unserviceable and improper equipment shall be considered a breach of contract. XXIII. Assigning or Subletting the contract The Contractor shall not assign or sublet the contract or any portion of the contract without written approval of the City Manager. The City's written approval of the Contractor subletting work shall not be considered as making the City a party to such Contractor. No subcontract shall under any circumstances relieve the Contractor of the Contractor's liability and obligations under the contract; all transactions will be made through the Contractor. Such subcontractors will be recognized and dealt with only as workers and representatives who are providing services to the Contractor. Any subcontracts shall be subject to the provisions of Section XI hereof. XXIV. Breach of Contract All terms, conditions and specifications of the contract shall be considered material, and failure to perform any part of the contract shall be considered a breach of contract. Should the Contractor fail to remedy any breach of contract within fourteen (14) days after written notification to the Contractor of the violation, the City may, at its option and in addition to any other remedies available to it under law, terminate the contract. This contract shall not be terminated, however, if the Contractor has commenced to cure the breach within said fourteen (14) day period, and thereafter pursues such cure with reasonable diligence and in good faith. XXV. Contract Administration The City Manager shall designate a representative to administer this contract. The City assigns to the Contractor the responsibility to perform the administrative, supervisory and management tasks for the District as set forth in this contract and the 1999-2000 Budget and Plan of Services which is on file in the office of the City Secretary. The Contractor shall be responsible for operation, oversight and supervision of the management program, the maintenance and landscaping program, the promotions program, the marketing program, the security program and the transportation and parking program. 18 XXVI. Information The Contractor shall, at such time and in such form as City may require, furnish periodic information concerning the status of the project and such other statements, certificates and approvals relative to the project as may be requested by the City. XXVH. Books and Records The Contractor shall maintain complete and accurate records with respect to costs incurred under the contract. All such records shall be maintained on a generally accepted accounting basis and shall be clearly identified and readily accessible. The Contractor shall provide representatives of City or its appointees free access to such books and records, at all proper times, in order that they may examine and audit the same and make copies thereof. The Contractor shall further allow the City and its representatives to make inspections of all work data, documents, proceedings and activities related to this contract. Such right of access and audit shall continue for a period of three (3) years from the date of final payment under this contract. XXVIII. Performance Audit City shall have the right to conduct a performance audit and evaluation of Contractor at such times as City deems necessary. The Contractor shall fully cooperate with any such performance audit. The City may employ consultants at the City's expense to assist City in the audit. The Contractor agrees to give the City and its consultants access to all reports, data, schedules, etc.,which may be required to conduct said performance audit. XXIX. Notices Any notice, bill, invoice or report required by this contract shall be conclusively determined to have been delivered at the time same is deposited in the United States mail, in a sealed envelope with sufficient postage attached,to the address listed below: City of Fort Worth Downtown Fort Worth,Inc. ATTN:City Manager ATTN:Ken Devero,President 1000 Throckmorton Street Suite 400 Fort Worth Club Tower Fort Worth,Texas 76102 Fort Worth,Texas 76102 19 XXX. Headings Disregarded The titles of the several sections, subsections and paragraphs set forth in this contract are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this contract. XXM. Venue and Jurisdiction Should any action,whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance or nonperformance of this contract, venue for said action shall lie in Tarrant County, Texas. This contract and any action in connection herewith shall be governed, construed and enforced by the laws of the State of Texas. XXXII. Severability 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, which contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. XXXIII. Non-waiver The failure of the city to insist upon the performance of any term or provision of this contract or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such term or right on any future occasion. XXXIV. Entirety of Agreement This written instrument an d all attachments incorporated herein by reference constitute the entire agreement by the parties hereto concerning the work and services to be performed hereunder; and any prior or contemporaneous oral or written agreements which purport to vary from the terms hereof shall be void. 20 XXXV. Effective Date This contract is made and entered as of October 1; 1999. EXECUTED on this the / 'IZ7 ay ofy��u 1999. CITY OF FORT WORTH TEXAS DOWNTOWN FORT WORTH,INC. a Texas Corporation BY: " BY: Charles R. Boswell Assistant City Manager Title: APPROVED AS TO FORM AND LEGALITY: Assistant City Aft 9rney Date: AT ST: Gloria Pearson ity Secretary (o 5-5 '011tract Authorization - 9 q - 9 q� .Date 21 City of Fort Worth, Texas qo1r and councit 1 ion DATE REFERENCE NUMBER LOG NAME PAGE 9/7/99 G-12655 13HEAR 1 of 3 SUBJECT PUBLIC HEARING AND CONSIDERATION OF A RESOLUTION REESTABLISHING FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 1; ADOPTING A BUDGET AND SERVICE PLAN; ADOPTING A PROPOSED ASSESSMENT ROLL AND SETTING A li BENEFIT HEARING DATE FOR FISCAL YEAR 1999-2000; ADOPTING AN ORDINANCE APPROPRIATING CERTAIN FUNDS FOR THE DISTRICT; AND AUTHORIZING A CONTRACT WITH DOWNTOWN FORT WORTH, INC. TO PROVIDE MANAGEMENT SERVICES FOR THE DISTRICT RECOMMENDATION: It is recommended that the City Council take the following actions regarding the reestablishment of Fort Worth Public Improvement District No. 1 (PID No. 1): 1. Hold a public hearing concerning the following matters; and a. the advisability of reestablishing the proposed district; b. the general nature of the proposed improvements and/or services; c. the estimated costs thereof; d. the boundaries of the proposed district; e. the proposed method of assessment; and f. the proposed apportionment of costs between the improvement district and the City as a whole, and 2. Adjourn such public hearing; and 3. Adopt the attached resolution which: a. reestablishes a public improvement district under Chapter 372, Local Government Code (the "Act"), to be known as the Fort Worth Public Improvement District No. 1; b. authorizes the City to exercise the powers granted by the Act in connection with the reestablishment of the public improvement district; c. makes findings concerning the nature and advisability of the improvements and/or services to be provided by the district, the estimated costs, the boundaries of the district, the method of assessment, and the apportionment of costs between the district and the City as a whole; and d. directs the City Secretary to publish notice of the reestablishment of the district as required by the act; and 4. Approve the attached service plan and budget for FY 1999-2000 as recommended by the Advisory Board of PID No. 1; and City of'.,fort Worth, Texas "CO.Jor and Council COM*gIniceltion DATE REFERENCE NUMBER LOG NAME PAGE 9�7�99 G-12655 13HEAR 2 of 3 HEAR SUBJECT PUBLIC ING AND CONSIDERATION OF A RESOLUTION REESTABLISHING FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 1; ADOPTING A BUDGET AND SERVICE PLAN; ADOPTING A PROPOSED ASSESSMENT ROLL AND SETTING A BENEFIT HEARING DATE FOR FISCAL YEAR 1999-2000;99 2000 ADOP TING AN ORDINANCE APPROPRIATING CERTAIN FUNDS FOR THE DISTRICT; AND AUTHORIZING A CONTRACT WITH DOWNTOWN FORT WORTH, INC. TO PROVIDE MANAGEMENT SERVICES FOR THE DISTRICT 5. Authorize the transfer of $234,985 from the General Fund to the Special Assessment District Fund, PID No. 1, FY 1999-2000 project account; and 6. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations by $234,985 in the Special Assessment District Fund from available funds; and c 7. Authorize the transfer of $5,000 for administrative fees from the Special Assessment District Fund, PID No. 1, FY 1999-2000 project account to the General Fund; and 8. Authorize the City Manager, to contract with Downtown Fort Worth, Inc. to provide improvements and services in PID No. 1' during FY 1999-2000 for the sum of$857,894; and 9. Adopt the proposed 1999 assessment roll which is on file with the City Secretary and set Tuesday, September 28, 1999, at 10:00 a.m. in the City Council Chambers as the time and place for the benefit hearing; and 10. Direct the City Secretary to give notice of the September 28, 1999, hearing in accordance with state law; and 11.Approve adding to the 1999-2000 budget, as contingency, any unencumbered revenues from PID No. 1's assessment from prior years. i DISCUSSION: On August 3, 1999, the City Council received a petition requesting reestablishment of PID No. 1. The petition established an advisory body to develop and recommend a service, improvement and assessment plan. The City Council approved M&C G-12635 at its regular and public meeting on August 17, 1999, which found that the petition was sufficient, met the requirements of Chapter 372 of the Act and City PID policy, and authorized the proceedings to reestablish PID No. 1. The approved M&C G-12635 further set a public hearing on September 7, 1999, at 7:00 p.m. concerning various matters regarding the reestablishment of PID No. 1. Notice of the hearing was given by the City Secretary according to the Act. f City ®f'Fort Worth, Texas ,Am cis ava."Orr el"d (.�Ounelt C.�Ommunlcatlo" DATE REFERENCE NUMBER LOG NAME PAGE 9/7/99 G-12655 13HEAR 3 of 3 SUBJECT PUBLIC HEARING AND CONSIDERATION OF A RESOLUTION REESTABLISHING FORT WORTH PUBLIC IMPROVEMENT DISTRICT NO. 1; ADOPTING A BUDGET AND SERVICE PLAN; ADOPTING A PROPOSED ASSESSMENT ROLL AND SETTING A BENEFIT HEARING DATE FOR FISCAL YEAR 1999-2000; ADOPTING AN ORDINANCE APPROPRIATING CERTAIN FUNDS FOR THE DISTRICT; AND AUTHORIZING A CONTRACT WITH DOWNTOWN FORT WORTH, INC. TO PROVIDE MANAGEMENT SERVICES FOR THE DISTRICT The Act provides that after the public hearing is held, the City Council may adjourn the hearing and within six months after such adjournment, may make findings by resolution as to whether the proposed improvement district should be reestablished, the nature, costs and advisability of the proposed improvements and/or services, the boundaries of the proposed district, the method of assessment and the apportionment of costs between the district and the City as a whole. If the Council decides to authorize reestablishment of the district, such authorization would take effect when a resolution is adopted authorizing the district and a notice is published once in a newspaper of general circulation. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval and completion of the above recommendations and the adoption of the attached appropriation ordinance, funds will be available in the Fiscal Year 1999- 2000 operating budget, as appropriated, of the Special Assessment District Fund. CB:j Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) 5&6)GS87 472001 002100000000 $234,985.00 Charles Boswell 8511 7)GG01 481306 0134010 $ 5,000.00 �� p��D Originating Department Head: 6)GS87 539120 002100000000 $234,985.00 CITY COUNCIL Jim Keyes 8517 (from) $E P 7 1999 5)GG01 538070 0905800 $234,985.00 Additional Information Contact: 8)GS87 539120 002100000000 $857,894.00 7)GS87 539120 002100000000 $ 5,000.00 City se=Gtuy of the Linda Brown 6030 city of Fort Worth,Texas A01upted ResoluU it i"40� Adopted Ordinance No.lMaB