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
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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;
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(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.
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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;
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(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
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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.
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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
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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.
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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.
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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
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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
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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
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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
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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