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HomeMy WebLinkAboutContract 49992 CITY SECRETARY �J�p CONTRACT NO._ r1. �C�3�1 01 MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT c��LZs QFCI Fort Worth Public Improvement District No. 1 (Downtown) ,I'his MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation organized under the laws of the State of Texas acting by and through its duly authorized Assistant City Manager, and DOWNTOWN FORT WORTH, INC., a Texas nonprofit corporation, ("Contractor") acting by and through Andy Taft, its duly authorized President. RECITALS The following statements are true and correct and constitute the basis upon which the City and Contractor have entered into this Agreement: WHEREAS, pursuant to Chapter 372 of the Texas Local Government Code on June 23, 2009, the City Council of the City of Fort Worth adopted Resolution No. 3756-06-2009 reestablishing Fort Worth Public Improvement District No. 1 (the "District"); and WHEREAS, the City is authorized to utilize the District to undertake improvements and 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 services conferred by the improvements and services,to pay the cost of such improvements and services; and WHEREAS, the City desires to enter into a written agreement with Contractor for provision of certain improvements and services in the District, as more specifically set forth in this Agreement; and WHEREAS, such improvements and services constitute a supplement to standard City services and an added increment of service to provide other special benefits and services which will enhance the vitality and quality of the District; and WHEREAS, Contractor wishes to assist the City by providing, furnishing, or performing such improvements and services; NOW, THEREFORE, for and in consideration of the mutual covenants, promises, and agreements contained herein,the City and Contractor do hereby covenant and agree as follows: OFFICIAL RECORD Page 1 CITY SECRETARY Management and Improvement Services Agreement VIOORTH TX with Downtown Fort Worth,Inc.for PID I (Downtown) s W AGREEMENT 1. ENGAGEMENT OF CONTRACTOR. The City hereby engages the Contractor, and the Contractor hereby agrees to provide, furnish, oversee or perform in accordance with this Agreement the improvements and services set forth in Section 2. 2. IMPROVEMENTS AND SERVICES FOR THE DISTRICT. 2.1. Scope of Contractor's Duties. Contractor shall provide or cause to be provided those improvements and services (the "Improvements and Services") set forth and subject to the Budget and Service Plan for the District approved by the City Council for the fiscal year covered by this Agreement (the "Budget and Service Plan") (which is attached hereto as Exhibit"A" and hereby made a part of this Agreement for all purposes), as may subsequently be amended, and the ordinance adopted by the City Council levying assessments on properties in the District for such Improvements and Services (which ordinance is a public document on file in the City Secretary's Office and is hereby incorporated for all purposes). Contractor shall also comply with the following related duties and responsibilities: (a) Oversee the bidding and awarding of any third party contracts for the above-referenced Improvements and Services in accordance with the guidelines set forth in the Policy and Guidelines for Public Improvement Districts adopted by the City Council pursuant to Resolution No. 3711-02- 2009 (the "PID Policy"), a copy of which Contractor hereby certifies it has received and which is incorporated herein by reference for all purposes; (b) Monitor work performed by any subcontractors for any of the above- referenced Improvements and Services to ascertain that all such work is performed completely, professionally, and with the appropriate level of quality and to make whatever changes are necessary to achieve these objectives; (c) Obtain, maintain and pay for insurance necessitated by the above- referenced Improvements and Services, as may be directed or reviewed by the City's Risk Manager; (d) In accordance with Section 372.013 of the Texas Local Government Code and the PID Policy, prepare a Budget and Service Plan for the first five (5) years following the fiscal year covered by this Agreement, to be adopted by the advisory body for the District or other entity designated by the City and approved by the City Council; Page 2 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) (e) Maintain a full and accurate accounting of disbursements for reimbursement from District revenues and all other financial reporting requirements set forth in the PID Policy, including, but not limited to, maintaining and providing original receipts for services performed under the Budget and Service Plan; and (f) Comply with all other duties and responsibilities set forth in the guidelines of the PID Policy; (g) Coordinate with the Administrator (as hereinafter defined) to Receive advance written approval by the Director of the City's Park and Recreation Department or his/her designee prior to any authorized construction or maintenance of capital improvements in any dedicated City park; (h) Comply with all duties and responsibilities set forth in Exhibits `B", "C", and "D", all of which are attached hereto and made a part of this Agreement for all purposes; and 2.2. Contractor Compensation. As full compensation for the provision of all Improvements and Services during the Term of this Agreement, the City shall pay Contractor the sum of$287,893.00, which amount is reflected in the Budget and Service Plan as a "Management Fee," which amount shall be paid in prorated installments in accordance with Section 6 hereof for the purpose of reimbursing Contractor for its actual administrative costs directly related to the District's operations. 2.3. Standard of Care; Nature of Relationship. Contractor shall commence, carry on, and provide the Improvements and Services with all practicable dispatch, in a sound, economical, and efficient manner, in accordance with this Agreement and its attachments and all applicable laws. Contractor shall ensure that any work on the Improvements and Services is properly coordinated with related work being performed by the City. Contractor represents that it has, or will secure at its own expense, all materials, supplies, machinery, equipment, accessories, and services necessary to provide the Improvements and Services. Unless otherwise specifically provided herein, all of the Improvements and Services will be performed by the Contractor or under the Contractor's supervision. All personnel engaged by the Contractor shall be fully qualified to perform those Improvements and Services delegated to them. 2.4. Security Personnel. Page 3 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID I (Downtown) In the event Contractor employs security personnel as a part of providing Improvements and Services under the Agreement, Contractor hereby assumes sole responsibility for any and all acts or omissions of security personnel in the performance of their responsibilities hereunder. Security personnel shall include, but not be limited to, any employee, agent, representative, security officer, or off-duty Fort Worth Police officer hired by the Contractor to provide Security Services within the District. "Security Services" shall not include the any duties or responsibilities related to the Ambassador Program (as defined in Exhibit D), running radar on drivers, writing parking citations, investigating crimes, or other job functions normally performed by on-duty police officers. Contractor shall bear sole responsibility, if any, for reporting its payment for each security personnel's services as taxable income to the Internal Revenue Service. If Contractor employs off-duty Fort Worth police officers to provide Security Services, the parties understand, acknowledge, and agree that, while performing Security Services for the Contractor under this Agreement, the off-duty officers are not considered employees of the City of Fort Worth, except as provided herein. Contractor shall direct residents to call 911 in the case of an emergency. Off-duty Fort Worth police officers working for the Contractor shall not answer calls for police service from Police Department dispatchers except in the event of a life-threatening emergency, in which case the off-duty officer would then be considered "on-duty" and working as an employee of the City of Fort Worth. If the off-duty officer becomes aware of a situation that warrants immediate police action within the District, he or she can take police action while also advising on-duty officers of the situation. Responsibility for the incident will be transferred to an on-duty officer as soon as one reaches the scene. 3. CITY'S DUTIES AND RESPONSIBILITIES. The City shall provide the following services in connection with operation of the District and the Contractor's performance under this Agreement: (a) Levying and collecting assessments and recording the same in a separate revenue account; (b) Making payments to Contractor from special assessment revenues and other District revenues; (c) Maintaining the same level of services in the District as that which the City provides in comparable areas of the City; (d) Maintaining complete and detailed records concerning any expenditure of special assessment revenues and other District revenues, which are made through City departments,boards, or agencies; (e) Retaining and expending revenues from special assessments, penalties, interest, and investment income thereon solely in the District; Page 4 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) (f) Preparing an annual report of delinquent property assessments and liens thereon to be assigned to the City's delinquent tax collection attorney; (g) Making regular reports concerning delinquent assessments and making billings thereon as necessary; and (h) Producing an annual assessment roll of property owners and property within the District. 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 Section 3(c) above, and, pursuant to and in accordance with this Agreement, paying for Improvements and Services that Contractor performs in the District. 4. AMENDMENTS. This Agreement may not be amended unless executed in writing by both parties. 5. TERM. This Agreement shall commence October 1, 2017 (the "Effective Date") and, unless terminated earlier in accordance with this Agreement, expire September 30, 2018 (the "Term"). 6. RELEASE OF FUNDS TO CONTRACTOR. 6.1. Procedure. Periodically, but not more frequently than once per month, Contractor shall present to the individual or individuals designated by the City to oversee and administer the District (the "Administrator") a report of the Improvements and Services provided by Contractor since (i) for the first report under this Agreement, the Effective Date and (ii) for all subsequent reports, the date of the previous report. All such reports must include documentation sufficient demonstrating to the Administrator that any sums paid or incurred by Contractor have been paid or are due. Provided that all such necessary reports and supporting documentation have been provided to the Administrator, the City shall pay the Contractor for all lawful expenses made or incurred by Contractor within fifteen (15) business days of receipt of all such reports and supporting documentation. Notwithstanding anything to the contrary herein, the City shall not be required to pay Contractor any amount that exceeds the then-current balance of District revenues or that is not in accordance with the Budget and Service Plan for the then-current fiscal year. The Contractor shall be required to pay or to reimburse the City for any unauthorized expenses incurred that are not in accordance with the Budget and Service Plan for the then-current fiscal year, unless otherwise approved by the Administrator. The City may withhold management fee payments due to the Contractor until such unauthorized expenses are reimbursed. The Contractor will be responsible for all Internal Revenue Page 5 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID I (Downtown) Service reporting and administration requirements associated with paying vendors for services provided under the Budget and Service Plan. 6.2. Work Reports. Contractor shall also submit a periodic work report, no less than quarterly, to the Administrator. This work report shall detail all of the Contractor's significant work activities in the District. The format of the report shall be mutually agreed upon by the Contractor and the Administrator. Notwithstanding anything to the contrary herein, payments to Contractor may be withheld if any such report is not received. The Administrator shall have the right to verify that the report is complete and accurate. 6.3. Insufficient District Funds. In the event that District revenues are not available or are insufficient for the City to make any payment to Contractor hereunder, the City will promptly notify Contractor. At Contractor's request, the City and the Contractor shall meet and attempt to negotiate an amendment to this Agreement so that the scope of Improvements and Services may be reduced to correspond to the amount of District funds that are available or are anticipated to become available. If such an amendment cannot be successfully negotiated, Contractor shall have the right to pay the deficit (on a non-reimbursable basis), in which case this Agreement shall continue in effect. If such an amendment cannot be successfully negotiated and Contractor does not elect to fund the deficit, either party may terminate this Agreement upon thirty(30) days' advance written notice to the other party. 7. DISCRIMINATION PROHIBITED. Contractor, in the execution, performance, or attempted performance of this Agreement, will not discriminate against any person or persons because of sex, race, religion, color, national origin, sexual orientation or familial status, nor will the Contractor permit its officers, agents, 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 (Employment Practices) of the Code of the City of Fort Worth, and Contractor hereby covenants and agrees that 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 Contractor, its officers, agents, employees or subcontractors. 8. BUSINESS DIVERSITY ENTERPRISE ORDINANCE In accordance with City of Fort Worth Ordinance No. 20020-12-2011, effective June 1, 2012, the City has established goals for the participation of Minority Business Enterprises ("MBEs") and Small Business Enterprises ("SBEs") in City contracts. Contractor shall comply, and require that its subcontractors comply, with the terms of this ordinance and any amendments thereto. Failure by the Contractor to comply, or to require its subcontractors to comply, with such ordinance shall constitute a breach of this Agreement and be grounds for termination of this Agreement by the City. Page 6 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) 4' 9. CONTRACTOR LIABILITY. Contractor hereby assumes full liability for any damages to any public or private property due to the negligence or willful misconduct of Contractor, its subcontractors, agents, permitees or assigns. 10. LIABILITY OF CITY; PERSONAL LIABILITY OF PUBLIC OFFICIALS. No employee of the City, nor any other agent or representative of the City, shall be personally liable for any damages caused by Contractor, its officers, agents, servants, employees, contractors and subcontractors or any other liabilities of Contractor under this Agreement or otherwise related to this Agreement. It is further expressly agreed that the City shall not be liable or responsible for any damages caused by Contractor, its officers, agents, servants, employees, contractors and subcontractors or any other liabilities of Contractor under this Agreement or otherwise related to this Agreement, nor shall the City be liable or responsible to 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. 11. INDEMNIFICATION. CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL SUITS OR CLAIMS FOR DAMAGES OR INJURIES, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ANY ACT OR OMISSION ON THE PART OF THE CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES, EMPLOYEES OR SUBCONTRACTORS, AND THE CONTRACTOR DOES HEREBYASSUME ALL L]ABILITYAND 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 ACT OR OMISSION ON THE PART OF THE CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, REPRESENTATIVES, OR SUBCONTRACTORS. SUCH INDEMNIFICATION SHALL INCLUDE WORKERS'COMPENSATION CLAIMS OF OR BYANYONE WHOMSOEVER IN ANY WAY RESULTING FROM OR ARISING OUT OF CONTRACTOR'S WORK, SERVICES AND OPERATIONS IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, OPERATIONS OF SUBCONTRACTORS. CONTRACTOR SHALL LIKEWISE INDEMNIFY AND HOLD HARMLESS THE CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT Page 7 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) i OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS,LICENSEES OR INVITEES. Insurance coverage specified herein constitutes the minimum requirements and such requirements shall in no way lessen or limit the liability of Contractor under the terms of this Agreement. 12. 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 the details of the services and work performed hereunder, and all persons performing the same; and shall be solely responsible for the negligent acts and negligent 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. 13. INSURANCE. Contractor shall not commence work under this Agreement until it has obtained and received approval from the City of all insurance coverage required hereunder. Contractor shall be responsible for delivering to the Administrator a certificate or certificates of insurance demonstrating that Contractor has obtained the coverage required under this Agreement, that all insurance policies provided pursuant to this Agreement are endorsed to name the City as an additional insured, and that all such insurance policies cover not only Contractor, but also Contractor's contractors and subcontractors. The minimum insurance required of Contractor is as follows: WORKER'S COMPENSATION INSURANCE: Contractor shall maintain throughout the Term of this Agreement statutory Worker's Compensation Insurance on all of its employees to be engaged in undertaking any Improvements and Services hereunder. In case any class of employees engaged in hazardous work under this Agreement is not protected under the state's Worker's Compensation statutes, Contractor shall provide adequate employer's general liability insurance for the protection of such employees not so protected. COMPREHENSIVE GENERAL LIABILITY INSURANCE: Contractor shall maintain throughout the Term of this Agreement 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. Page 8 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID I (Downtown) AUTOMOBILE INSURANCE - BODILY INJURY AND PROPERTY DAMAGE: Contractor shall maintain throughout the Term of this Agreement comprehensive automobile 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 Improvements and Services under this Agreement. The insurance company with whom Contractor's insurance is written shall be represented by an agent or agents having an office located within the Dallas-Fort Worth metropolitan area. Each such agent shall be duly qualified, upon whom service of process may be had, and must have authority and power to act on behalf of the insurance company to negotiate and settle with the City, or any other claimant, any claims that the City, or any other claimant, or any property owner who has been damaged may have against the Contractor or insurance company. The name of the agent or agents shall be set forth on all certificates of insurance. All policies must provide that they may not be changed or canceled by the insurer in less than five (5) business days after the City had received written notice of such change or cancellation. Such insurance amounts may be revised upward at City's request, and Contractor shall revise such amounts within thirty(30) calendar days after receipt of such request. 14. TAXES. Contractor shall pay all federal, state and local taxes that may be chargeable on any Improvements and Services provided hereunder or otherwise in relation to Contractor's duties and obligations hereunder. 15. PERMITS AND LICENSES. Contractor shall obtain or cause any of its contractors and subcontractors to obtain and pay for any necessary permits and licenses, whether issued by the state, county or City, before proceeding with any work hereunder that requires any such permits. 16. CHARACTER OF WORK AND OPERATIONS. Contractor and Contractor's employees, contractors and subcontractors shall be competent and careful workmen skilled in their respective trades. Contractor shall not employ any person who repeatedly engages in misconduct or is incompetent or negligent in the due and proper performance of his duties or has been convicted of any crime of moral turpitude. 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. 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 and telephone number. 17. ASSIGNMENT AND SUBCONTRACTING. Page 9 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID I (Downtown) Contractor shall have the right to subcontract for the provision of any Improvements and Services authorized hereunder so long as the subcontract is in writing. Contractor shall provide the Administrator with a final executed copy of all subcontracts. The existence of a subcontract shall not relieve Contractor of any responsibility or liability to the City under this Agreement. Otherwise, Contractor may not assign, transfer or convey any of its duties and responsibilities under this Agreement to another party without the advance written approval of the City and execution by such party of a written agreement with the City under which such parry agrees to be bound by the duties and obligations of Contractor under this Agreement. 18. DEFAULT. All terms, conditions and provisions of this Agreement shall be considered material, and Contractor's failure to perform any part of this Agreement shall constitute an event of default hereunder. Should the Contractor fail to fully cure any default hereunder within fourteen (14) calendar days after receipt from the City of written notice of the default (or, provided that Contractor has diligently commenced and continuously attempted cure within such time, such additional time as may be reasonably necessary to fully cure the default), the City may, at its option and in addition to any other remedies available to it under law or in equity, terminate this Agreement by providing written notice to Contractor. Notwithstanding the foregoing, City may terminate this Agreement for any reason upon thirty (30) calendar days' prior written notice to Contractor. In the event of any termination, any work in progress will continue to completion unless specified otherwise in the City's termination notice. The City shall pay for any such work in progress that is completed by Contractor and accepted by the City. 19. COOPERATION WITH CITY. 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. Contractor shall meet with the Administrator or other City officials as may be requested to discuss any aspect of this Agreement. 20. BOOKS AND RECORDS; AUDITING RIGHTS. Contractor shall maintain complete and accurate records with respect to all expenditures and costs incurred for all Improvements and Services provided hereunder. All such records shall be maintained on a generally accepted accounting basis and shall be clearly identified and readily accessible to the City. 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. Contractor shall further allow the City and its representatives to make inspections of all work data, documents, proceedings and activities related to this Agreement. Such right of access and audit shall continue for a period of three (3) years from the date of final payment under this Agreement. The City shall also have the right to conduct a performance audit and evaluation of Contractor at such times as the City deems necessary. Contractor shall fully cooperate with any such performance audit. The City may employ consultants at the City's expense to assist City in such performance audit. Contractor agrees to Page 10 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) give the City and its consultants access to all reports, data, schedules and other relevant information which may be required to conduct such performance audit. 21. NOTICES. Any notices, bills, invoices or reports required by this Agreement shall be conclusively determined to have been delivered three (3) business days after deposit in the United States mail, in a sealed envelope with sufficient postage attached, to the addresses listed below or such other addresses as may from time to time be provided to the other party: City: Contractor: City of Fort Worth Downtown Fort Worth, Inc. Attn: PID Administrator Attn: Andy Taft, President Financial Management Services Dept. 777 Taylor St., Suite 100 200 Texas Street Fort Worth, TX 76102 Fort Worth, Texas 76102-6311 Copy to: City Attorney, at the same address. 22. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 23. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 24. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 25. VENUE AND CHOICE OF LAW. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant Page 11 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) County, Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 26. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Contractor and are not intended to create any rights, contractual or otherwise,to any other person or entity. 27. INTERPRETATION. In the event of any dispute over the meaning or application of arty provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 28. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 29. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 30. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original,but all of which shall constitute one instrument. EXECUTED as of the last date indicated below: CITY OF FORT WORTH: DOWNTOWN FORT WORTH,INC., a Texas nonprofit corporation: B By: S an Alams dy Taft istant City Manager President OFFICIAL RECORD Page 12 Management and Improvement Services Agreement CITY SECRETARY with Downtown Fort Worth,Inc.for PID I (Downtown)WORTH,TX Date: 4(.r y 17 Date: ATTEST: ATTEST: GIT Y p� i By: By: Mary J. y Name: City Secre ary :ZtS Title: APPROVAL RECOMMENDED: By: //0- Aaron Bovos Chief Financial Services Officer APPROVED AS TO FORM AND LEGALITY: By: Tyler F. Wall Assistant Attorney M&C:—BH-372 9-12-17 Form 1295: 2017-253253 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. - OAnax� Name of E ployee - � �'�^�'`�` Ct 5S Title OFFICIAL RECORD Page 13 CITY SECRETARY Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) FT.WORTH,TX Page 14 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) EXHIBITS "A" —Budget and Service Plan for the District "B"—Additional Services to be Provided by Contractor "C"—Maintenance and Landscaping Program Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) Exhibit "A" FORTNORTH City of Fort worth Five Year Service Plan FY 2017-18-FY 2021-22 Public Improvement District No.1-Fort Worth , FY17118 FY18/19 FY19120 FY20121 FY21/22 REVENUES PID Assessments $2,487,232 $2,536,977 $2,587,716 $2,639,470 $2,692,260 COFW Assessment $204,000 $208,080 $212,242 $216,486 $220,816 COFW Payment in lieu of Services $147,009 $149,949 $152,948 $156,007 $159,127 PID Generated Revenue $153,141 $153,141 $153,141 $153,141 $153,141 Budget Revenues $2,991,382 $3,048,146 $3,106,046 $3,165,105 $3,225,344 Use of Fund Balance 54,420 57,900 59,058 60,239 61,444 Total Revenues $3,045,802 $3,106,046 $3,165,104 $3,225,344 $3,286,788 EXPENSES Management Fee 287,893 293,651 299,524 305,514 311,625 Water 12,000 12,240 12,485 12,734 12,989 Utilities 5,000 5,100 5,202 5,306 5,412 Landscaping 105,000 107 100 109,242 111,427 113,655 Trash Removal 1 193,307 1,217 173 1,241,517 1,266,347 1,291,674 Holiday Light/Deco 25,000 25,500 26,010 26,530 27,061 Security 635,000 654,050 667,131 680,474 694,083 Communications/Newsletters 5,000 5,100 5,202 5,306 5,412 Marketing 8 Research 399,810 407,806 415,962 424,282 432,767 Transportation&Planning 185,290 188,996 192,776 196,631 200,564 Insurance 5,850 5,967 6,086 6,208 6,332 Annual Review 15,000 15,300 15,606 15,918 16,236 City Administrative Fee 54,420 57,900 59,058 60,239 61,444 Budget Expenses 2,928,570 2,995,883 3,055,801 3,116,917 3,179,255 Contribution to Fund Balance 117,232 110,163 109,303 108,427 107,533 Total Expenses $3,045,802 $3,106,046 $3,165,104 $3,225,344 $3,286,788 Notes: 1 This 5-year service plan is based on$0.125 assessment rate 2.FY17-18 estimates the flat valuation from FY16-17 3.FY17-18 includes$0.025 rate increase required for Ambassador Program Submitted by Downtown Fort Worth,Inc. August 3,2017 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID I (Downtown) Exhibit "B" Additional Services to be Provided by Contractor (a) Contractor shall designate one of its employees to be the primary District manager; (b) Participate in meetings of City of Fort Worth departments of Performance and Budget, Financial Management Services, Park and Recreation, Transportation and Public Works, and Internal Audit to coordinate District activities; (c) Provided that the City has appointed an advisory body pursuant to Section 372.008(b) of the Texas Local Government Code, participate in all District advisory body meetings and update advisory body members on budget, security patrols, landscaping, City coordination issues, and other matters. At the request of the Contractor's president, arrange for guest presenters to attend meetings; (d) Establish means of communication for citizen input to report problems and make suggestions to the District. Coordinate responses to citizen input with the District advisory body or other entity selected by the City; (e) Maintain a full and accurate accounting of disbursements for reimbursement from District revenues, providing the District advisory body or other entity selected by the City with a monthly accounting statement; (f) Monitor recurring expenses and perform comparative analysis to identify emerging trends and real or potential problems. Notify the District advisory body or other entity selected by the City of trends and unusual or excessive expenses; (g) Maintain complete set of historical records of all District activity to include District charter, minutes of meetings, and agreements/contracts with other entities, grant applications, etc. from the beginning of the District to present; and (h) Work with all District committees to coordinate and handle all details associated with public events that are sponsored by District. The Contractor shall commence, carry on, and provide such Improvements and Services with all practicable dispatch, in a sound, economical, and efficient manner, in accordance with this Agreement and its attachments and all applicable laws. Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID I (Downtown) Exhibit"C" Maintenance and Landscaping Program a. The Contractor shall provide the following maintenance services in the District: a. The Contractor, either directly or by subcontract, will sweep the streets within the District at least two days a week. b. The Contractor will sweep 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. Sidewalks in the high-use or core area of the District will be swept at least once each day by a hand crew and once each night by mechanized sweepers, air blowers or high-pressure water hoses. Core area sidewalks shall also be high-pressure hot water washed or swept once a week by mechanized equipment. Sidewalks in the District but outside the core area will be cleaned by mechanized sweepers,air blowers or high-pressure water hoses weekly to ensure a clean,trash-free, stain-free appearance. c. The Contractor will 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, three 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,the Contractor will make any other pickups which are necessary to ensure that the receptacles in the District have adequate capacity remaining at all times. e. The Contractor will remove litter from sidewalks and streets in the District in a timely and efficient manner. f. The Contractor will regularly clean street furniture in the District, including benches, drinking fountains, street planters,pedestrian lighting,telephones and kiosks. g. The Contractor will remove ice and snow from sidewalks in the District by applying City-approved chemical de-icers as necessary to maintain free passage of pedestrians on the sidewalks. (The City will continue to be responsible for snow and ice removal on the streets.) h. The Contractor will inspect all street and sidewalk brickwork in the District on a regular basis and report all damage to the City Transportation and Public Works Department. b. The Contractor shall provide the following landscaping services in the District: a. The Contractor shall 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 Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) (6) Disease control (7) Insect control b. The Contractor's services include caring for and beautifying 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. 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 Houston, Main and Throckmorton Streets and replacement of any water sprinkler heads, which are damaged by the negligence or willful misconduct of the Contractor, its agents, servants, employees,representatives, or subcontractors. d. The Contractor shall report all electrical and plumbing problems to the City's Transportation and Public Works office,which shall report the same to the appropriate City department 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 coordinate supplemental utility usage for landscaped areas and pay for all water usage for irrigation of planter boxes on Houston, Main and Throckmorton Streets. g. 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 City's Transportation and Public Works Department concerning the need for capital improvements,replacements,repairs and relocations of street furniture in the District. i. The Contractor shall cooperate with those who provide audit and legal services to the District. Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID I (Downtown) Exhibit "D" Ambassador Program Contractor will be responsible for implementing and overseeing an ambassador program ("Ambassador Program") within the District. The primary purpose of the Ambassador Program is to provide the following safety and hospitality services in the District: a. Visible Presence—Ambassadors will circulate throughout the District daily to create a highly visible, accessible, outgoing, and inviting presence, with an attitude of friendly professionalism, superior customer service, and hospitality. Ambassadors will be on foot and will be deployed in a manner that ensures resources are placed strategically to address critical issues or needs at key times of day, days of the week, and as needed. b. Improved Public Order and Reduced Crime—Ambassadors will deter aggressive solicitation and other prohibited behaviors, report crimes, and provide information and support to the Fort Worth Police Department, City of Fort Worth Code Compliance, Contractor, and others to help reduce crime, code violations, and public order problems. Ambassadors will promptly call 911 to notify the Fort Worth Police Department of any crimes in progress, and conditions or individuals that may pose immediate risk or danger to persons or property. c. Property and Business Contacts—Ambassadors will interact directly with property and business owners, managers, and security personnel to build a network,provide and receive information relevant to downtown safety and hospitality, and to raise public awareness of the Ambassador Program. d. Social Service Outreach and Referrals—Ambassadors will engage with people that appear to be in need of mental or physical health services, substance abuse treatment, emergency shelter, or housing to provide resource information,make direct referrals to service agencies, or connect service staffs to people on the streets. e. Hospitality and Information—Ambassadors will actively greet pedestrians and provide general assistance, maps or directions, information on historic sites, shops, restaurants, public transportation, other places of interest, and general information that may be helpful and welcoming. f. Public Assistance—Ambassadors will provide help and support to the general public to address a wide range of situations and needs, such as: assistance with the use of parking meter stations, repairing a flat tire, opening a door, escorting employees to parking garages, and by off-setting any potentially negative experience with a positive interaction. g. Events Support—Ambassadors may be needed to provide support for the Contractor and other special events. h. Data,Metrics, and Reporting—Ambassadors will document all interactions and provide weekly, monthly, and annual reports that detail services provided, identify problem areas, identify trends, indicate the type of services or attention needed, and that demonstrate the effectiveness of the program. Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID I (Downtown) It Notwithstanding anything to the contrary, it is understood between the parties that the Ambassador Program is not intended to provide any Security Services for the District nor are the ambassadors to act as security personnel in any way. In addition to any other requirements set forth in the Agreement, Contractor is responsible for ensuring that the ambassadors have proper, identifiable uniforms signifying their inclusion in the Ambassador Program and that all ambassadors that interact with the public are properly screened and pass a thorough background check. Management and Improvement Services Agreement with Downtown Fort Worth,Inc.for PID 1 (Downtown) PID #1 Downtown Contract Checklist Budget & Service Plans: Attached to contract 10/5/2011/Annually Insurance Cerificates:Worker Comp Insurance; General Liability not less than $1,000,000 covering each occurrence with an aggregate limit of not less than $2,000,000; Automobile Insurance not less than $1,000,000 expires 3/1/2018 Advisory Board Members attached i List of contractors requested Contracts and sub-contract requested Books And 'Records: maintain complete and accurate records related to expenditures and cost incurred by PID Monthly review Bidding/Contract Process Monthly review Work Reports: Management company will submit quarterly; report will detail all of the contractor's ignificant work actvities As requested or at least quarterly Collecting Assessment: Done through TC contract, revenue posted in PeopleSoft Majority collected Dec-Feb Management Fee $287,893 Paid monthly Reports of Deliquent property assessments and � liens to be assigned to deliquent tax collection attorney Annually Reimbursements Paid monthNy Assessment roll of property owners and property Annually PID 1 Advisory Board 2016-17 NO. Attd. First Last Business E-Mail Business Phone Altemative)Additional Contact 1 Larry Aum Omni Hotel lauth(�omnihatdscom 817-350-4013 kendalt.ranrep onxrlrtriteh ccm 2 Rita Aves Oil 8 Gas Building raves@streamr¢alty.com 817-877-0641 rmatthews@sicca rr,realty_crm 3 Johnny Campbell Sundance Square Icamobell@sund,nresria re.tom 817-255-5701 THornick@surtdanre cLLar-om 4 Nolan Abney Starpoint Commercial Properties,LLC nolanaPstaroointn(oaerties.com 817-336-3500 karenv@staroo:ntnioncruwsrom 5 Gert'W. Cumbie The Cumble Consultancy RarvL�cumbieconsult.com 817-%2-0097 6 Ryan Delaney Hines Interests,L.P. RVan..0,0—y-[ai hmes,.com 817-885-3100 7 Jim Finley Finley Resources Inc. 'im afintey—oinces.corrl 817-336-1924 x 711 SThomoson@Fm evResources.com 8 Dave Fulton Hilton Fort Worth Dave.Fulton@hilt on.com 817870-2100x 3202 Kustine.devosl@hilton.com 9 Taylor Gandy Ron Investments,Ltd t.eandy dalworthmQmt.com 817-870-2402 10 Suzan Greene ONCOR Electric Delivery suzangreene@oncec.com 817-215-6422 richard.casarez@oncor.com 11 Mane Holliday Flowers to Go in Sundance Square flowersrgd(,rivOxgloba 1.net 817-339-2555 dochollidavfwAgmail.com 12 Chris Jeans XTO Energy Chris leans@xtoenerev.com 817-885-1661 ienifer broussard2xtoenerev.com 13 Julie Jones TEP Barnett USA,LLC iulie.iones fal_uc 817-233-1704 14 Robbie Tawil The Worthington Renaissance Fort Worth cobble.tawil@renarssancehotels.com 817-882-1650 Hotel is Walder Littlelonn The Fort Worth Club wlittlelohn(5)tortworthclub.com 817-336-7211 ascales@forturotthctub.com 16 Michelle Lynn Building Owners 8 Managers Association michelle Ivnn@bomafortworth.org 8173362662 17 Renee Massey Red Oak Realty rmasseyta rorealty.com 817-3364000 18 CURRENT CHAIR ..led Wagenknecht Downtown Fort Worth Blackstone cv dfwms,gm(�rriarriott.Com - 817$8$$700 Cou and 19 Joy Webster MomingStar Capital iwebster(wmspartners.com 817-334-7800 websteriov(&cmail.com 20 John Yeung Sheraton Hotel Fort Worth John.Yeune Ca)sheratonfortworth.com 817-335-7000 Non-Voting 1 Angela Estrada City of Fort Worth ante la,..estradar@fortworthtexes.aov 817-392-8511 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/1212017 -Ordinance Nos. 22881-09-2017,`22882-09-2017 & 22883-09-2017 DATE: Tuesday, September 12, 2017 REFERENCE NO.: BH-372 LOG NAME: 03PBD PlDlFY18 SUBJECT: Conduct Public Benefit Hearing for Public Improvement District 1, Downtown PID, Approve Fiscal Year 2017-2018 Budget and Five-Year Service Plan in the Amount of$3,045,802.00, Approve Tax Year 2017 Assessment Roll, Adopt Ordinance Levying Special Assessments for the 2017 Tax Year at a Rate of $0.125 Per Each $100.00 of Property Value, Adopt Ordinance Increasing Estimated Receipts and Appropriations in the Fort Worth Public Improvement District 1 - Downtown Fund in the Amount of $2,991,382.00, Adopt Ordinance Increasing Appropriations in the Fort Worth Public Improvement District 1 - Downtown Fund in the Amount of$54,420.00, and Reducing Unaudited, Unassigned Fund Balance by the Same Amount, and Authorize Execution of an Agreement with Downtown Fort Worth, Inc., in the Amount of$287,893.00 to Manage the District (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council: 1. Conduct a public benefit hearing concerning the proposed special assessments on the property located in Public Improvement District 1, Downtown Public Improvement District for the 2017 tax year; 2. Approve the attached Fiscal Year 2017-2018 Budget and Five-Year Service Plan for the Downtown Public Improvement District in the amount of$3,045,802.00; 3. Approve the Tax Year 2017 Assessment Roll for the Downtown Public Improvement District, on file with the City Secretary; 4. Adopt the attached ordinance levying special assessments on the property located in the Downtown Public Improvement District for the 2017 tax year at a rate of$0.125 per each $100.00 of property value; 5. Adopt the attached ordinance increasing estimated receipts and appropriations in the Fort Worth Public Improvement District 1 - Downtown Fund in the amount of$2,991,382.00 from available funds; 6. Adopt the attached ordinance increasing appropriations in the Fort Worth Public Improvement District 1 - Downtown Fund in the amount of$54,420.00, and reducing the unaudited, unassigned fund balance by the same amount; and 7. Authorize the execution of an Agreement with Downtown Fort Worth, Inc., in the amount of $287,893.00 to provide management and improvement services for the Downtown Public Improvement District during Fiscal Year 2017-2018. DISCUSSION: un june zo, zuuw, mayor ano �ouncii tommunicavon kma�, l,-zoozi) ine %.,iiy %,ouncii aaopiea Lngname- 03PRD PIDIFYI 9 Palle I of 3 Resolution No. 3756-06-2009 re-establishing Fort Worth Public Improvement District 1 (Downtown PID). The purpose of this benefit hearing is to receive comments from the public regarding the 2017-2018 Fiscal Year Budget and Five-Year Service Plan for the Downtown PID and the proposed assessments to be levied on each property in the Downtown PID for the 2017 tax year. Following the public hearing, it is recommended that the City Council approve the Tax Year 2017 Assessment Roll for the Downtown PID, approve the attached Budget and Five-Year Service Plan, adopt the attached ordinance levying the special assessments, and adopt the appropriation ordinances increasing estimated receipts and appropriations in the Fort Worth Public Improvement District 1- Downtown Fund. On August 29, 2017, the City Council conducted a public hearing (M&C BH-358) to receive comments on the proposed 2017-2018 Fiscal Year Budget and Five-Year Service Plan for the PID. Notice of this benefit hearing was published in the Fort Worth Star Telegram and mailed to all record owners of property in the Downtown PID, in accordance with state law. The improvements and services to be provided in the PID during the 2017-2018 Fiscal Year and the costs thereof are as follows: Improvements Total Budgeted Costs Management Fee $2871893.00 Water $12,00000 Utilities $57000.00 Landscaping $105,00000 Trash Removal $1 ,193,307.00 Holiday Light/Deco $257000.00 Security $60,000.00 Ambassador Program $575100000 Communications/Newsletters $5100000 Marketing & Research $3991810.00 Transportation & Planning $1851290,00 Insurance $5,850x00 Annual Review $15,000.00 City Administrative Fee $54,42000 Contribution to Fund Balance $117,2320.00 Total Expenses $3,04502.00 The total budgeted costs of the improvements are in the amount of$3,045,802.00. Of this amount, $2,487,232.00 will be funded by assessments collected on privately owned parcels located in the PID by applying a rate of$0.125, representing an increase of$0.02, to each $100.00 of property value. The remainder of the costs in the amount of$558,570.00 will be funded by other revenue sources including: an amount equal to $204,000.00 in direct payments from the City for Payment In-Lieu of Assessments, an amount equal to $147,009.00 in direct payments from the City for Payment In-Lieu of Services, an amount equal to $153,141.00 in revenues generated by PID activities, and an amount equal to $54,420.00 transferred from unaudited, unassigned fund balance. Logname: 03PBD PIDIFY18 Page 2 of 3 The Downtown PID is located in COUNCIL DISTRICT 9. FISCAL INFORMATION /CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and the adoption of the Fiscal Year 2017-2018 Budget by the City Council, funds will be available in the Fiscal Year 2018 operating budget, as appropriated, of the Fort Worth Public Improvement District 1 - Downtown Fund. FUND IDENTIFIERS (FIDs): TO Fund DepartmentAccoun Projec Program C V11y 3udge 'Reference ID ID Year # (ChartfeeW 2 FROM Fund Depar menfA►ccountProjecProgramAcllivityBudget Reference ID ID Year # (Chartfaelld 2 CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Lynda Johnson (6222) Additional Information Contact: Terry Hanson (7934) ATTACHMENTS 1. 03PBD PID1FY18 AO.docx (Public) 2. 03PBD PlD1 FY18 Assess Ord (rev).docx (Public) 3. 03PBD PID1 FYI Fund Bal Ord.docx (Public) 4. Form 1295 PID 1.pdf (Public) 5. PID 01 5 Yr Service Plan FY18 UPDATEDrev.pdf (Public) 6. PID 1 FID Sheet.xlsx (CFW Internal) 7. PID-1 Downtown orthos.pdf (Public) Lop-name: 03PBD PID I FY 18 Pape 3 of 3 CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft Complete Nos.i-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 I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-253253 Downtown Fort Worth,Inc 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 08/23/2017 being filed. City of Fort Worth Date Ackn w edge : 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 48398 FY18 PID 1 Downtown Management and Improvement Services Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure Is true and correct. CAROLE J ROBIN SON Notary Public State of Texas 19M Comm.Exp.08-x8. ' Slgnature of authorize ent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE / , J /,�- Sworn to and subscribed before me,by the said A"),per GU �' i/7� / this the 4` 3/ - day of 20to certify which,witness my hand and seal of office. IYA Signature of officer administering oath Printed name of officer administering oath Tit of officer administe oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337