HomeMy WebLinkAboutContract 27880 TY SECRETARY � b
07-26-02 ACP - 7 JTRACT NO. 1rt
07-08-02 A08 :30 N
HERITAGE TRAILS PROGRAM AGREEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
WHEREAS,the Heritage Trails project,a collaborative community program created
by various non-profit and for profit constituent organizations, has been established to
create in downtown Fort Worth a heritage interpretation program ("the Program"), which
recalls Fort Worth's unique history through the placement of building and sidewalk
markers; and
WHEREAS, the Fort Worth Chamber Foundation, Inc. ("Foundation"), the City of
Fort Worth ("City"), and the Fort Worth Convention and Visitors' Bureau ("CVB") desire to
enter into an agreement providing forthe funding of improvements to be installed in areas
mutually acceptable to the Parties and for the maintenance and replacement of such
improvements;
NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:
That for and in consideration of the mutual covenants, promises, and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, City, acting by and through Reid Rector, its duly
authorized Assistant City Manager, and Foundation, acting herein by and through Patricia
O'Neal, its duly authorized Chairperson, and CVB, acting herein by and through Douglas
Harman, its duly authorized President and Chief Executive Officer, do hereby represent
Heritage Trails Project Contract Between
FTW Chamber Foundation, City of FTW &
FTW Convention &Visitors' BureauPID
V
that they have the authority to enter into this agreement and do hereby covenant and agree
as follows:
1.
TERM
The provisions of this agreement (the "Agreement') will become effective upon
execution of this Agreement by all Parties and will terminate on December 31,2014, unless
terminated earlier in the manner expressly described in Paragraph 6 of this Agreement.
At any time during the term of this Agreement, the Parties may, in writing, agree to extend
this Agreement for an additional period not to exceed five(5)years, subject to the approval
of the City Council of the City of Fort Worth.
2.
RESPONSIBILITIES OF FOUNDATION
2.1 Foundation shall submit to City, for its approval (which may not be
unreasonably withheld), detailed drawings of the proposed location for the placement of
any building and/or sidewalk markers. These drawings shall, at a minimum, include:
a. As to sidewalk markers (only), distances to/from the curb, parking
meters (if applicable), planter boxes and other street amenities, and street
intersections (for sight line analysis).
b. As to sidewalk markers (only), wiring diagrams for electrical service
to each building or sidewalk or marker; and
C. Design and measurement of each building or sidewalk marker.
Heritage Trails Project Contract Between
FTW Chamber Foundation, City of FTW &
FTW Convention &Visitors' Bureau Page 2
2.2 Foundation shall provide all funding for the initial installation of all markers
and shall be responsible for the actual installation. No installation may occur until
Foundation has received written approval from City of the proposed location(s)and design
or type of marker.
2.3 Once such initial installation has been completed by Foundation, Foundation
will have no further obligations under this Agreement with regard to the installed markers.
3.
RESPONSIBILITIES OF CITY.
3.1 City shall be responsible for review and approval of the placement of each
sidewalk or building marker within City's right-of-way. City agrees to complete its review
within ten (10)days after the submittal of the detailed drawings as described in Section 2.1
above. If, upon its initial review, City does not approve of the design and/or location
submitted by Foundation, City agrees to coordinate with Foundation to identify an
acceptable alternate design and/or location. City's approval may not be unreasonably
withheld.
3.2 All markers installed by Foundation within City's right-of-way will become
property of City upon City's acceptance of the installation.
3.3 If, at any time this Agreement is in effect, CVB fails to fund any of its
obligations defined herein, City may remove any and all markers as it may determine in
its sole discretion (subject to section 3.4 below).
3.4 Upon termination or expiration of this Agreement,City shall give written notice
to CVB, which shall have sixty (60) days from the date of receipt of such notice to remove
Heritage Trails Project Contract Between
FTW Chamber Foundation, City of FTW &
FTW Convention &Visitors' Bureau Page 3
any of the improvements installed underthis Agreement. After expiration of such sixty(60)
day period, City may remove the improvements without recourse by Foundation or CVB.
4.
RESPONSIBILITIES OF CVB
4.1 After initial installation of the building and sidewalk markers, CVB shall be
responsible for funding all maintenance, replacement, or removal (subject to Section 3.4)
of such markers. CVB shall also be responsible for performing all replacement and
removal (subject to Section 3.4) of any markers.
.4.2 CVB shall obtain and maintain property damage insurance.
4.3 The Parties hereto understand and agree that CVB intends to contract with
Downtown Fort Worth, Inc. for the operation and maintenance of the improvements to be
installed under this Agreement.
5.
BUILDING OWNERS
The Parties understand and agree that any and all actions taken under this
Agreement in relation to markers located on buildings or other property not owned by the
Parties hereto will be contingent on such owner's approval of such actions.
Heritage Trails Project Contract Between
FTW Chamber Foundation, City of FTW &
FTW Convention & Visitors' Bureau Page 4
6.
TERMINATION
6.1 This Agreement may be terminated by any Party hereto, as to that Party, by
giving written notice of termination to the other Parties in the event any such other Party
materially fails to perform, observe, or comply with any obligations hereunder, and such
failure has not been cured within thirty (30) days after the terminating Party has given
written notice specifying such failure to the breaching Party.
6.2 This Agreement shall terminate immediately upon Foundation's and/or CVB's
failure to fund any of its or their obligations or responsibilities contained herein.
7.
INDEPENDENT CONTRACTORS
It is understood and agreed by all Parties to this Agreement that each Party is solely
responsible forthe duties to be performed by each Party. Each Party shall have exclusive
control of, and the exclusive right to control, the details of its area of responsibility. Each
Party is an independent contractor as to the other Parties to this Agreement. The doctrine
of respondeat superior shall not apply to the Parties to this Agreement, nor to their officers,
agents, employees, and contractors. Nothing contained herein shall be construed as
creating a partnership, employment relationship, or joint enterprise between the Parties
hereto.
Heritage Trails Project Contract Between
FTW Chamber Foundation, City of FTW &
FTW Convention &Visitors' Bureau Page 5
8.
ASSIGNMENT
Foundation and CVB shall not subcontract or assign all or any part of their rights,
privileges, or duties under this Agreement without the prior written consent of City; any
attempted subcontract or assignment of same without such prior consent shall be void.
9.
NOTICES
All notices required hereunder shall be sent to City at the following address:
Department of Transportation and Public Works
City of Fort Worth
1000 Throckmorton
Fort Worth, TX 76102
Attn: Joe Ternus
All notices to Foundation shall be sent to the following address:
Fort Worth Chamber Foundation, Inc.
777 Taylor, Suite 900
Fort Worth, TX 76102
Attn: Ms. Patricia O'Neal
All notices to CVB shall be sent to the following address:
Fort Worth Convention and Visitors Bureau
415 Throckmorton
Fort Worth, TX 76102-7410
Attn: Mr. Douglas Harman
Mailing of all notices pursuant to this paragraph shall be deemed sufficient if mailed
postage prepaid, return receipt requested, and addressed as specified above, unless the
Parties have been notified in writing of any changes in the other Party's address. All time
periods related to any notice requirements specified in this Agreement shall commence on
Heritage Trails Project Contract Between
FTW Chamber Foundation, City of FTW &
FTW Convention &Visitors' Bureau Page 6
the date notice is received by the Party to whom it is sent, depending on the terms
specified in the paragraph requiring the notice.
10.
SUCCESSORS
Subject to the limitations contained herein, the covenants, conditions, and
agreements made and entered into by the Parties hereto are declared to be for the benefit
of and binding upon their respective successors, representatives, and assigns, if any.
11.
CONSTRUCTION AND VENUE
The laws of the State of Texas shall govern this Agreement and the relationships
created hereby. Venue for any action brought to interpret or enforce, or arising out of or
incident to, the terms of this Agreement shall be in Tarrant County, Texas.
12.
ENTIRE AGREEMENT
This Agreement supersedes any and all previous agreements, either oral or in
writing, between the Parties hereto with respect to the subject matter herein and contains
all of the covenants and agreements between the Parties with respect thereto. Each Party
to this Agreement acknowledges that no representations, inducements, promises, or
agreements, oral or otherwise, have been made by any Party, or anyone acting on behalf
of any Party, which are not embodied herein, and that no other agreement, statement, or
promise excluded from this Agreement will be valid or binding.
Heritage Trails Project Contract Between
FTW Chamber Foundation, City of FTW&
FTW Convention & Visitors' Bureau Page 7
13.
AMENDMENTS
This Agreement cannot be amended except by a writing dated subsequent to the
date hereof and executed on behalf of both Parties by their duly authorized
representatives.
14.
SEVERABILITY
If any term or provision of this Agreement, or the application thereof to any person
or circumstance, is held by a court of competent jurisdiction to be invalid or unenforceable,
the remainder of this Agreement, and the application of such terms or provisions to other
persons or circumstances, will not be affected thereby, but rather shall be enforceable to
the greatest extent permitted by law.
15.
PARAGRAPH HEADINGS
Paragraph headings in this Agreement are inserted for convenience only and will
not control or affect the meaning or construction of any provision of this Agreement.
Heritage Trails Project Contract Between
FTW Chamber Foundation, City of FTW &
FTW Convention &Visitors' Bureau Page 8
IN WITNESS WHEREOF the said Parties have hereto set their hands and seal of
office to duplicate originals on this day of June;2002.
CITY OF FORT WORTH FORT WORTH CHAMBER
FOUNDATION, INC.
Reid Rector, By:
Assistant City Manager Patricia O'N al, Chairperson
ATTEST:
FORT WORTH CONVENTION
AND VISITORS BUREAU
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,City Secretary By: 6�u�
DouqNas Harman, Presi ent
APPRO ED AS TO FORM AND
LEGA Y:
Cynthia Garcia,
Assistant City Attorney
1665.00008/194834.26
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Contract Authorization
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Date
Heritage Trails Project Contract Between
FTW Chamber Foundation, City of FTW &
FTW Convention & Visitors' Bureau P
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City of Fort Worth, Texas
Mayor and Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
6/18/02 **C-19'123 17MARKERS 1 of 1
SUBJECT AUTHORIZATION TO ENTER INTO AN AGREEMENT WITH THE FORT WORTH
CHAMBER FOUNDATION, INC. AND THE FORT WORTH CONVENTION AND
VISITORS' BUREAU FOR THE PLACEMENT OF HISTORICAL MARKERS WITHIN
THE CITY'S RIGHTS-OF-WAY
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to enter into an agreement with the
Fort Worth Chamber Foundation, Inc. and the Fort Worth Convention and Visitors' Bureau for the
placement of historical markers within the City's rights-of-way.
DISCUSSION:
The Fort Worth Chamber Foundation, Inc. (Chamber) and the Fort Worth Convention and Visitors'
Bureau (CVB) have proposed entering into an agreement with the City of Fort Worth for the placement
of historical markers in the City's rights-of-way. The agreement provides that the Chamber will submit
drawings to the City with the proposed location of the building or sidewalk markers to be installed in the
City's rights-of-way. Once the City approves the placement of the markers, the Chamber will install the
historical markers. CVB will be responsible for the maintenance, replacement and removal of the
markers once installed.
Once executed by the parties, the agreement shall continue until December 31, 2014, unless
terminated earlier as a result of a party's default or upon the failure of the Chamber or CVB to fund any
of its obligations or responsibilities under the agreement.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
RR:n
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Reid Rector 6140
Originating Department Head:
Tom Higgins 6192 (from) APPROVED 06/18/02
Additional Information Contact:
Ardina Washington 8003