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HomeMy WebLinkAboutContract 54786 CSC No. 54786 MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT Fort Worth Public Improvement District No. 19(Historic Camp Bowie) This MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("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 CAMP BOWIE DISTRICT, INC., a Texas nonprofit corporation, ("Contractor") acting by and through Wade Chappell, 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 August 14, 2018, the City Council of the City of Fort Worth adopted Resolution No. 4966-08-2018 establishing Fort Worth Public Improvement District No. 19(the"District"); 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; 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; 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 that will enhance the vitality and quality of the District; WHEREAS, Contractor wishes to assist the City by providing, furnishing, or performing such improvements and services; and 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: AGREEMENT 1. ENGAGEMENT OF CONTRACTOR. 1.1 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 of this Agreement for the City's 2020-2021 fiscal year(October 1, 2020—September 30, 2021) ("Fiscal Year"). 2. IMPROVEMENTS AND SERVICES FOR THE DISTRICT. 2.4. Scope of Contractor's Duties. Contractor will provide or cause to be provided those improvements and services ("Improvements and Services") set forth and subject to the Budget and Service Plan for the District, as approved by the City Council for this Fiscal Year ("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 Management and Improvement Services Agreement OFFICIAL RECORD with Camp Bowie District,Inc.for PID 19(Historic Camp Bowie) CITY SECRETARY I of IS FT.WORTH,TX 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 will also comply with the related duties and responsibilities: (a) Oversee the bidding and awarding of any third-party contracts for the Improvements and Services in accordance with all applicable laws and the policy and guidelines set forth in the Policy for Operating Public Improvement Districts adopted by the City Council pursuant to Resolution No. 4905-02-2018 (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 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 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 PTD 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, with any proposed Budget and Service Plan to include, at the very least, the following: i. Detailed, line item budget of the Management Fee(as defined hereinafter); it. Summary of Improvements and Services provided in the prior year and highlights of accomplishments; Ili. Plans for Improvements and Services over the next five years with highlights of major investments and expenditures; iv. If the plan calls for major investments and expenditures to include capital improvements as defined by the City's Capital Asset Policy, a project plan associated with the acquisition, design,and construction,of the project is also required. v. Projections of assessment rates; and vi. If rates for property types (i.e., commercial versus residential) are different within the District, the Contractor must compute the benefit/expense ratio ensuring the amount paid by types of property is relative to the benefit received. (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. (f) Comply with all other duties and responsibilities set forth in 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. Adherence to the City's capital improvements application process,as set forth by the City's Park and Recreation Department must be followed. Management and Improvement Services Agreement with Camp Bowie District,Inc.,for PID 19(Historic Camp Bowie) 2 of 18 (h) Publish a newsletter(once per quarter in a month that does not contain a quarterly meeting set out below) for property owners within the District, informing them of news that is pertinent to the District, including, without limitation, upcoming meetings and events, project updates, future projects, and the like. (i) Conduct quarterly meetings for the property owners within the District,which will include, at a minimum: a published agenda; updates on activities occurring within the District; overview of upcoming events and activities within District; financial updates(i.e.,budget and year-to-date revenues and expenditures); and educational topics that benefit people within the District. (j) Create and maintain a dedicated District website that includes specific information about the District,including without limitation, the following: I. Resolutions passed by the City of Fort Worth Mayor and City Council establishing the District; ii. Map of the District; Ili. Contact information for the Contractor and the Administrator, including e-mail addresses and phone numbers; iv. Updates on major activities and events occurring within the District; v. District meeting schedule for the fiscal year, including times and locations; vi. Current budget of the District; vii Current Five-Year Service and Assessment Plan; and viii.Current year's assessment ordinance. (k) Ensure that a live person is available to answer phone calls from property owners,residents, and occupants of the District and emails regarding services,activities, and general District questions between normal or posted business hours(Monday through Friday from 8:00 am to 5:00 pm). The Contractor must return any phone calls and messages within 48 hours. (1) If Contactor receives any non-assessment revenue generated from the District, including, but not limited to, event sponsorships, banner programs, and advertisements, then the Contractor is responsible for ensuring that any such revenue is provided to the City to be receipted into the respective District fund. Contractor must submit such revenue on a monthly basis with the required report set forth in Section 6.3. (m)As part of the annual external audit or annual review set out in the Budget and Service Plan,Contractor must timely respond to inquiries and requests for information and provide all relevant documents, data, and information that relate to the District's business and activities that enable the external audit engagement to be completed. External audits will only be required where District assessment revenue exceeds $150,000.00; however, pursuant to the PID Policy, all records maintained by the Contractor are subject to review and audit by the city personnel and external auditors at any time. Where District assessment revenue is $150,000.00 or less, the Contractor will be subject to an Agreed Upon Procedure(AUP)engagement by an outside auditor,where a sample of the expenses will be selected and tested for inclusion in the budget and service plan. For external audits, the external auditor will be selected by the City and will be engaged to provide, at a minimum,an opinion of the Contractor on the following activities: Management and Improvement Services Agreement with Camp BoNvie District,Inc.,for PID 19(Historic Camp Bowie) 3 of 18 i. Financial statements; ii. All expenses paid by the Contractor were compliant with this Agreement, including, but not limited to, all applicable laws (i.e., Chapters 252 and 372 of the Texas Local Government Code); iii. Compliance with all procurement laws,rules,and regulation,including,but not limited to, City and State of Texas; iv. Compliance with the PID Policy, as amended from time-to-time; and v. Contractor's delivery of the Improvements and Services outlined within the Budget and Service Plan. (n) Review the monthly financial reports to ensure compliance with the City's standards on budgetary controls and month-to-date and year-to-date expenditures. Contractor will not overspend any annual appropriation or end the year with expenditures exceeding available resources (revenue plus spendable fund balance). (o) Complete a fiscal review at mid-year, in conjunction with the Administrator, of the District's revenue and expenditure activity and project year-end spend to ensure compliance with City's Fiscal Politics such that expenditures will not exceed appropriations and expenditures will not exceed available resources (revenue plus spendable fund balance). (p) Identify, apply, receive, monitor, and comply with external grant opportunities that facilitate the furtherance of the activities and goals of the District in accordance with the City's Grant Management Policies and Procedures. All grants must be approved by the Administrator prior to being accepted by the Contractor. (q) Designate one of its employees to be the primary District manager. Nothing contained in this subsection is intended to prohibit the designated employee from performing other job functions on behalf of or for the Contractor. (r) Participate in meetings of City of Fort Worth departments of Financial Management Services, Park and Recreation, Transportation and Public Works, and Internal Audit to coordinate District activities. (s) 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. (t) 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. (u) Maintain complete set of all available 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. (v) Work with all District committees to coordinate and handle all details associated with public events that are sponsored by District. Management and Improvement Services Agreement with Camp BoNvie District,Inc.,for PID 19(Historic Camp Bowie) 4 of 18 (w)The payment-in-lieu of services("PILOS")that is set forth in the Budget and Services Plan is intended to act as supplementary funding to provide for the standard level of improvements and services within the PID as comparable to what would be provided by the City for the taxpayers generally. PILOS funding may not be used to fund any improvements or services that go beyond the standard level provided by the City (i.e., enhanced). 0 In addition to the PILOS, the PARD may perform the following maintenance within City-owned parks: A. Fiber installation B. Pedestrian bridge repairs—includes addressing erosion around abutments C. Trail and court repairs — replacing broken concrete panels, addressing trip hazards or unsafe concrete conditions D. Routine inspections&repairs to play equipment—includes vandalism E. Repairs to basketball goals F. Repairs to shelters (pavilions) G. Repairing/replacing park signs — only those that have been installed by PARD or under the direction of PARD H. Repair lights 1. Repair Backstops J. Repair tennis nets or replace nets and fence repair K. Restripe parking lots (x) Contractor will work with the City's Park and Recreation Department to develop a maintenance allocation plan to ensure that the PILOS are used in accordance with the Budget and Service Plan. Any improvements and services not covered by the Budget and Service plan will be the responsibility of the City with the understanding that the City is not obligated to perform any improvements and services not authorized by the City Council or City Management. (y) Comply with all duties and responsibilities set forth in Exhibit `B", which are attached hereto and made a part of this Agreement for all purposes; and 2.2. Standard of Care, Nature of Relationship. Contractor will conurience, 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 must 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 must be fully qualified to perform those Improvements and Services delegated to them. 2.3. Security Personnel. (a) In the event Contractor employs security personnel as a part of providing Improvements and Services under this Agreement, Contractor hereby assumes sole responsibility for any and all acts or omissions of security personnel in the performance of their responsibilities Management and Improvement Services Agreement with Camp Bowie District,Inc.,for PID 19(Historic Camp Bowie) 5 of 18 hereunder. Security personnel includes, but is not 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" does not include any duties or responsibilities related to running radar on drivers, writing parking citations,investigating crimes,or other j ob functions normally performed by on-duty police officers. Contractor will bear sole responsibility, if any, for reporting its payment for each security personnel's services as taxable income to the Internal Revenue Service. When hiring an off-duty Fort Worth police officer to perform security services in a City of Fort Worth police patrol vehicle, the Contractor is responsible for ensuring that the City is reimbursed mileage for any PID-related costs. Mileage will be reimbursed at the then standard IRS mileage rate. (b) 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 will direct residents to call 911 in the case of an emergency. Off-duty Fort Worth police officers working for the Contractor will 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. Should off-duty Fort Worth police officers be used by Contractor to provide Security Services,reimbursement by the City for such services shall be done on forms and in a manner proscribed by the City. (c) Notwithstanding anything to the contrary in this Section 2.3,the City reserves the right, at any time and for any reason, to remove the administration of security services from the scope of the Contractor's work, either in whole or in part. In the event the City exercises this provision,the Administrator will provide the Contractor with written notice at least ten (10)calendar days prior to assuming such administrative obligations. 3. CITY'S DUTIES AND RESPONSIBILITIES. 3.1 The City will provide the following services in connection with the 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 a standard level of services in the District comparable to what would be provided for the taxpayers generally; (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; Management and Improvement Services Agreement with Camp Bowie District,Inc.,for PID 19(Historic Camp Bowie) 6 of 18 (e) Retaining and expending revenues from special assessments, penalties, interest, and investment income thereon solely in the District; (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; (h) Producing an annual assessment roll of property owners and property within the District; (i) Adopting the annual budget of the District; (j) Providing monthly budget to actual reports to the Contractor to facilitate a review of month-to-date and year-to-date financial activity; and (k) Reporting and publishing the financial activity of the District in the City's audited financial statcments. 3.2 The City will 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. 3.3 Contractor understands and acknowledges that the District is not a separate legal entity; therefore, Contractor agrees that it will not create ownership of anything under the name of the District, including,but not limited to,assets,bank accounts,personal property,real property,and insurance policies. 4. AMENDMENTS. 4.1 This Agreement may not be amended unless executed in writing by both parties. 5. TERM. 5.1 This Agreement is effective beginning on October 1, 2020 ("Effective Date")and,unless terminated earlier in accordance with this Agreement, expires on the later of September 30, 2021 or the date that all obligations of the City and Contractor have been met in accordance with the terms herein ("Term"). 6. FUNDING. 6.1. Management Fee. As full compensation for the provision of all Improvements and Services during the term of this Agreement, City will pay the Contractor a management fee of Ninety- Three Thousand, Nine Hundred Sixty-Two Dollars and No Cents ($93,962.00) in equal monthly installments ("Management Fee"). This amount is reflected in the Budget and Service Plan as the "Management Fee". The term Management Fee includes any and all administrative costs incurred by the Contractor to perform its duties and responsibilities under this Agreement,including,but not limited to,the insurance requirements set forth in Section 13, rent, office space, telephone charges (wired and wireless), office and general supplies, salaries, clerical costs, project management fees and costs, staff expenses, Management and Improvement Services Agreement with Camp BoNvie District,Inc.,for PID 19(Historic Camp Bowie) 7 of 18 professional development,training,education,and the like. Exhibit A also contains a separate line item for "Insurance",which includes the costs of insurance for any policies not required under Section 13. 6.2 Improvements and Services. City will reimburse the Contractor all actual and necessary expenses incurred to perform the Improvements and Services, exclusive of the Management Fee,up to the amount of each respective line item in the Budget and Service Plan. 6.3 Process for Payment. To receive payment under this Agreement, on or before the tenth (10")day of each month that this Agreement is in effect,beginning in November of 2020,Contractor must submit a written report to the Director of the City's Financial Management Department or that person's authorized designee("Administrator") detailing the Improvement and Services provided by Contractor for the prior month, inclusive of the monthly Management Fee, and any non-assessment revenue received by the Contractor. If the tenth (1 Ot') of the month falls on a weekend or City holiday, then the deadline will be extended to the next day that the City is open for regular business. (a) The written report must include documentation sufficiently demonstrating to the Administrator any sums paid by Contractor,a summary of any amounts awarded to vendors for contracts,year-to-date payments,any revenues received from non-assessment revenue, and any other documentation requested by the Administrator. Provided that all such necessary reports and supporting documentation have been provided to the Administrator, the City will pay the Contractor for all lawful expenses paid by Contractor within thirty (30)calendar days of receipt of all such written reports and supporting documentation. 6.4 Notwithstanding anything to the contrary herein, the City will 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.Contractor must pay or 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. City may withhold Management Fee payments due to the Contractor until such unauthorized expenses are reimbursed. Contractor will be responsible for all Internal Revenue Service reporting and administration requirements associated with paying vendors for services provided under the Budget and Service Plan. Contractor will not be reimbursed for any late fees or interest that accrues as a result of a late payment by the Contractor to a vendor or subcontractor. 6.5 Work Reports. Contractor must also submit a quarterly work report to the Administrator. This work report must detail all of the Contractor's significant work activities in the District. The format of the report must be mutually agreed upon by the Contractor and the Administrator. Notwithstanding anything to the contrary herein, payments to Contractor may be withheld if the Administrator does not receive a report in a timely manner. The Administrator reserves the right to verify that the report is complete and accurate. 6.6 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 will 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 will have the right to pay the deficit(on a non- reimbursable basis),in which case this Agreement will 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. Management and Improvement Services Agreement with Camp BoNvie District,Inc.,for PID 19(Historic Camp Bowie) 8 of 18 7. DISCRIMINATION PROHIBITED. 7.1 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 8.1 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 must 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 will constitute a breach of this Agreement and be grounds for termination of this Agreement by the City. 9. CONTRACTOR LIABILITY. 9.1 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. 40.4 No employee of the City, nor any other agent or representative of the City, will 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 will 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 will 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. 11.1 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 LIABILITYAND RESPONSIBILITY FOR INJURIES, CLAIMS, OR SUITS FOR DAMAGES TO PERSONS OR Management and Improvement Services Agreement with Camp BoNvie District,Inc.,for PID 19(Historic Camp Bowie) 9 of Is PROPERTY, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, OCCURRING DURING OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT AS A RESULT OFANYACT OR OMISSION ON THE PART OF THE CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, REPRESENTATIVES, OR SUBCONTRACTORS. SUCH INDEMNIFICATION MUST INCLUDE WORKERS' COMPENSATION CLAIMS OF OR BY ANYONE 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. 11.2 CONTRACTOR MUST LIKEWISE INDEMNIFY AND HOLD HARMLESS THE CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES. 11.3 Insurance coverage specified herein constitutes the minimum requirements and such requirements will in no way lessen or limit the liability of Contractor under the terms of this Agreement. 12. INDEPENDENT CONTRACTOR. 12.1 It is expressly understood and agreed that Contractor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Contractor acknowledges that the doctrine of respondeat superior will not apply as between the City and its officers,representatives,agents, servants, and employees, and Contractor- and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Contractor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City will in no way be considered a Co-employer or a Joint employer of Contractor or any employees, representative,agents,servants,officers,contractors, subcontractors,and volunteers of Contractor.Neither Contractor,nor any officers,agents,servants,employees or subcontractors of Contractor will be entitled to any wages or employment benefits from the City. Contractor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers, contractors, subcontractors,and volunteers 13. INSURANCE. 13.1 Contractor will not commence work under this Agreement until it has obtained and received approval from the City of all insurance coverage required hereunder. Contractor will be responsible for delivering to the Administrator a certificate or certificates of insurance demonstrating that Contractor has obtained the coverages required under this Agreement. The minimum insurance required of Contractor, throughout the term of this Agreement, is as follows: (a) WORKER'S COMPENSATION INSURANCE: Contractor must maintain 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 Management and Improvement Services Agreement with Camp Bowie District,Inc.,for PID 19(Historic Camp Bowie) 10 of 18 Compensation statutes, Contractor must provide adequate employer's general liability insurance for the protection of such employees not so protected. (b) COMPREHENSIVE GENERAL LIABILITY INSURANCE: Contractor must maintain 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. (c) AUTOMOBILE INSURANCE - BODILY INJURY AND PROPERTY DAMAGE: Contractor must maintain comprehensive automobile liability coverage in an amount not less than$1,000,000 for each accident. This policy must cover any automobile used in the provision of Improvements and Services under this Agreement. 13.2 Additional Requirements. (a) Where applicable, insurance policies required herein must be endorsed to include City as an additional insured as its interest may appear. Additional insured parties must include employees,representatives, officers,agents, and volunteers of City. (b) The Workers' Compensation Insurance policy must be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Such insurance must cover employees performing work on any and all projects. Contractor or its contractors must maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Contractor must maintain the coverage on such contractor,if applicable, for each applicable contract. (c) Any failure on the part of City to request certificate(s) of insurance will not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. (d) Insurers of Contractor's insurance policies must be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers must be acceptable to City insofar as their financial strength and solvency and each such company must have a current minimum A.M. Best Key Rating Guide rating of A-: VII or other equivalent insurance industry standard rating otherwise approved by City. (e) The insurer be represented by an agent or agents having an office located within the Dallas- Fort Worth metropolitan area.Each such agent must 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 will be set forth on all certificates of insurance. (f) Deductible limits on insurance policies must not exceed $10,000 per occurrence unless otherwise approved by City. (g) In the event there are any local, federal, or other regulatory insurance or bonding requirements for Contractor's operations, and such requirements exceed those specified herein,the former will prevail. Management and Improvement Services Agreement with Camp Bowie District,Inc.,for PID 19(Historic Camp Bowie) It of 18 (h) Contractor must require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Contractor must require its contractors and subcontractors to provide Contractor and City with certificate(s) of insurance documenting such coverage. Also,Contractor must require its subcontractors to have City and Contractor endorsed as additional insureds (as their interest may appear) on their respective insurance policies. (i) 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 has received written notice of such change or cancellation. Such insurance amounts may be revised upward at City's request, and Contractor must revise such amounts within thirty(30) calendar days after receipt of such request. 14. TAXES. 14.1 Contractor must 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. 15.1 Contractor must 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. 16.1 Contractor and Contractor's employees,contractors,and subcontractors must be competent and careful workmen skilled in their respective trades. Contractor will not employ any person who repeatedly engages in misconduct or is incompetent or negligent in the due and proper performance of its duties or has been convicted of any crime of moral turpitude. The City retains 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. The Improvements and Services are 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. 16.2 Contractor must, at all times,maintain its equipment in a clean and serviceable condition. All equipment must be properly licensed and inspected and clearly marked with the Contractor's name and telephone number. 17. ASSIGNMENT AND SUBCONTRACTING. 17.1 Contractor will have the right to subcontract for the provision of any Improvements and Services authorized hereunder so long as the subcontract is in writing. Contractor must provide the Administrator with a final executed copy of all subcontracts. The existence of a subcontract will 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 party agrees to be bound by the duties and obligations of Contractor under this Agreement. Management and Improvement Services Agreement with Camp BoNvie District,Inc.,for PID 19(Historic Camp Bowie) 12 of 18 18. TERMINATION. 18.1 All terms, conditions, and provisions of this Agreement are considered material, and Contractor's failure to perform any part of this Agreement constitutes 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. 18.2 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 will pay for any such work in progress that is completed by Contractor and accepted by the City. 19. COOPERATION WITH CITY. 19.1 Contractor must, at such time and in such form as City may require, furnish periodic information concerning the status of the Improvements and Services and such other statements,certificates, and approvals relative to the same as may be requested by the City. Contractor- must 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. 20.1 Contractor must maintain complete and accurate records with respect to all expenditures and costs incurred for all Improvements and Services provided hereunder. All such records must be clearly identified and readily accessible to the City. Contractor must provide representatives of City or its appointees free access to such records, at all proper times, in order that they may examine and audit the same and make copies thereof. Contractor- must 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 will continue for a period of three (3) years from the expiration or termination under this Agreement. The City will also have the right to conduct a performance audit and evaluation of Contractor at such times as the City deems necessary. Contractor must 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 give the City and its consultants access to all reports, data, schedules and other relevant information that may be required to conduct such performance audit. 20.2 Contractor further agrees to include in any contractor and subcontractor agreements hereunder a provision to the effect that the contractor and subcontractors agree that the City will,until the expiration of three (3)years after the expiration or termination of the contract or subcontract, have access to and the right to examine any directly pertinent books, documents,papers,and records of such contractor or subcontractor involving transactions of the contract or subcontract,and further that City will have access during normal working hours to all contractor and subcontractor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City will give the contractor-and subcontractor reasonable advance notice of intended audits. 21. NOTICES. 21.1 Any notices, bills, invoices, or reports required by this Agreement will be conclusively determined to have been delivered three(3)business days after deposit in the United States mail,in a sealed Management and Improvement Services Agreement with Camp Bowie District,Inc.,for PID 19(Historic Camp Bowie) 13 of 18 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 Camp Bowie District, Inc. Attn: PID Administrator Attn: Wade Chappell Financial Management Services Dept. 4731 Camp Bowie Boulevard, Suite 1 200 Texas Street Fort Worth, Texas 76107 Fort Worth, Texas 76102-6311 Copy to: City Attorney, at the same address 22. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. 22.4 This Agreement is 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. 22.2 Company is also subject to the City's Donations Policy and Records Retention Schedule, which the City will make available upon request. 23. GOVERNMENTAL POWERS. 23.4 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. 24.1 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 does 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. 25.1 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 will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement will be construed in accordance with the laws of the State of Texas. 26. NO THIRD PARTY RIGHTS. 26.1 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. Management and Improvement Services Agreement with Camp BoNvie District,Inc.,for PID 19(Historic Camp Bowie) 14 of 18 27.1 In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement will be interpreted fairly and reasonably, and neither more strongly for or against any party,regardless of the actual drafter of this Agreement. 28. CAPTIONS. 28.1 Captions and headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. 29. COUNTERPARTS. 29.1 This Agreement may be executed in multiple counterparts, each of which will be considered an original,but all of which will constitute one instrument. 30. ENTIRETY OF AGREEMENT. 30.1 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. 31. PROHIBITION AGAINST BOYCOTTING ISRAEL. 31.1 If Contractor has fewer than 10 employees or this Agreement is for less than$100,000, this section does not apply. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel;and (2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. EXECUTED in Fort Worth, Tarrant County, Texas as of the last date indicated below: CITY OF FORT WORTH: CAMP BOWIE DISTRICT,INC. a Texas nonprofit corporation: B Jesus Ch�02017:10 CST) B CBD Pres(Oct 29,2020 20: CDT) Y� Y� Jay Chapa Wade Chappell Deputy City Manager President Date: Nov3,2020 Date: Oct 29, 2020 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Management and Improvement Services Agreement with Camp BoNvie District,Inc.,for PID 19(Historic Camp Bowie) 15 of 18 44�oan ATTEST: �p FORT4�aa ATTEST: as° °°°o�dp 9.t o By- o�°s o=d By: p°o'�°°°° �°*�� Mary J.Kayser anu nEzoSaap Name: City Secretary Title: APPROVAL RECOMMENDED: ��crinald Zeno By:Regi ald Zeno(Nov 3,202015:57 CST) Nov 3,2020 Reginald Zeno Finance Director APPROVED AS TO FORM AND LEGALITY: Tye,G�J�Q��1 By:�O Tyler F. Wallach Assistant City Attorney M&C:20-0578 Date: August 25,2020 Form 1295: 2020-653165 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. Name of Employee PID Administrator Title OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Management and Improvement Services Agreement with Camp Bowie District,Inc.,for PID 19(Historic Camp Bowie) 16 of 18 Exhibit"A" Budget and Service Plan City of Fort Worth Five Year Service Plan-FY 2820a621 FINAL Public Improvement District No.19-Historic Camp Bowie FYE 2921 FYE 2V22 FYE 27123 FYE 2324 FYE 2,25 REVENUES PID Assessments $ 452,020 S 470AD1 $ 486,905 $ 508,461 $ 528,799 CCFW Payment in lieu of S-t- 17,791 17,791 17,791 17,791 17,791 Total Budgeted Revenues $ 469,611 $ 487,892 $ 506,696 $ 526,252 $ 546,590 Use of Funds Balance 62,886 - - - - Total Funds,Available for Use $ 532,691 S 467,B92 $ 506,696 $ 526,252 S 546,500 EXPENSES Management Fee $ 93.962 $ 94,020 $ 97,781 $ 101 692 $ 105?60 Beautification(CumenBy Undesignated) 10.905 70,760 85,211 72,944 76.201 Green Ribbon Funding 15,000 - - - - Beautlficalion-Utilities 20.000 20,000 20.000 20,000 20,000 Beautification-Maintenance 08,086 110,740 t0B,648 126,304 126,842 Litter Abatement 79,800 82,194 86,304 90,620 08,963 Security 24,980 26,208 27,518 28,894 30,338 Economic Development 122,100 4,925 - - - Marketing&Promotion 28,828 29,000 28,0130 30,000 32,000 Communication 24,000 25,200 26,460 27,783 29,172 lnsurance 7.035 7,387 7,756 8,144 8,551 Audi 6,000 6,300 6,615 6,946 7,293 City Administrative Fee 9.396 9,402 9,778 10,169 - 10,576 City Administrative Audit 2,625 2,756 2,625 2,768 2,894 Total Budgeted Expenses $ 532,697 S 487,692 $ 506,696 $ 526,252 $ 545,590 Net Change in Fund Balance $ (62,886) $ - $ • # $ - $ - Estimated Fund Balance,Beginning of Year 161,736 98,850 98,850 # 98,850 98.850 Estimated Fund Balance,End of Year 98,850 98,850 98,850 # 98,050 98,350 Reserve Requirement 98,850 99,793 81,315 84,443 87,709 Cver(Undef)Reseme $ - S 10,067 S 17,535 # $ 14,401 $ 11,141 `FY21121 Assessment Rate=3.10 Management and Improvement Services Agreement with Camp Bowie District,Inc.,for PID 19(Historic Camp Bowie) 17 of 18 EXHIBIT`B" ALLOCATION METHODOLOGY This concerns the allocation methodology for shared expenses related to Contractor's management of Public Improvement Districts 19 — Historic Camp Bowie ("PID") as well as its own private operations. Contractor is a private, non-profit organization dedicated to revitalizing Camp Bowie Boulevard and its surrounding streets. Funding for Contractor comes from two sources: (1)members, and (2)PID assessments. Contractor uses both of these funding sources to carry out its operations,which often includes sharing expenses between the funds for things that are difficult to parse, including office rent, accounting,bookkeeping, tax preparation,and audits. Contractor contracts with the City to manage the annual improvements and services for the PTD pursuant. As part of that agreement, the City pays Contractor a monthly management fee, which covers all administrative costs incurred by Contractor to perform its duties and responsibilities under the agreements, including insurance, rent, office space, telephone charges, office and general supplies, employee insurance,salaries,clerical costs,project management fees and costs,staff expenses,professional development,training, education,and a like. Because certain common Contractor operations are funded by both member dues and PID funds, it is important to set forth the allocation methodology for sharing those expenses so that the City can ensure that the PIDs' funds aren't being expended to subsidize the operations of a private entity.As such,the City and Contractor have agreed to the following cost allocation methodology: Board Lunches: 50%PID 19-Historic Camp Bowie 50%Member Funded *Roughly half of the discussions pertain to each category Office Space Rent: 90%PTD 19-Historic Camp Bowie 10%Camp Bowie District *CBD administrative oversight of marketing and promotional activities take place in shared office space; all other activities pertain to PID 19 Accounting/Bookkeeping/Tax Prep/Financial Audit: 80%PTD 19-Historic Camp Bowie 20%Camp Bowie District *The majority of time spent on PID 19 activity per The Walton Group(PID 19 Bookkeeper/Tax Prep group) Management and Improvement Services Agreement with Camp Bowie District,Inc.,for PID 19(Historic Camp Bowie) IS of IS City of Fort Worth, Texas Mayor and Council Communication DATE: 08/25/20 M&C FILE NUMBER: M&C 20-0578 LOG NAME: 13FMS PID19FY21 SUBJECT (CD 3 and CD 7)Conduct Public Benefit Hearing for Fort Worth Public Improvement District 19-Historic Camp Bowie,Approve Fiscal Year 2020-2021 Budget in the Amount of$532,697.00 and Five-Year Service Plan,Approve Tax Year 2020 Assessment Roll,Adopt Ordinance Levying Special Assessments for the 2020 Tax Year at a Rate of$0.10 Per Each$100.00 of Property Value for Commercial Property,Authorize Execution of an Agreement with Camp Bowie District, Inc., in the Amount of$93,962.00 to Manage the PID;and Adopt Appropriation Ordinance (PUBLIC HEARING-a. Report of City Staff:Anthony Rousseau; b. Public Comment;c.Council Action:Close Public Hearing and Act on M&C) RECOMMENDATION: It is recommended that the City Council: 1. Conduct a public benefit hearing concerning the proposed special assessments on the property located in Fort Worth Public Improvement District 19-Historic Camp Bowie for the 2020 tax year; 2. Approve the attached Fiscal Year 2020-2021 Budget in the amount of$532,697.00 and Five-Year Service Plan for Fort Worth Public Improvement District 19-Historic Camp Bowie; 3. Approve the Tax Year 2020 Assessment Roll for Fort Worth Public Improvement District 19-Historic Camp Bowie,on file with the City Secretary; 4. Adopt the attached ordinance levying special assessments on the commercial property located in Fort Worth Public Improvement District 19 -Historic Camp Bowie for the 2020 tax year at a rate of$0.10 per each$100.00 of property value; 5. Authorize the execution of an Agreement with Camp Bowie District, Inc., in the amount of$93,962.00 to provide management of the improvements and services for Fort Worth Public Improvement District 19-Historic Camp Bowie during Fiscal Year 2020-2021;and 6. Adopt the attached appropriation ordinance(1)increasing estimated receipts and appropriations in the FWPID#19-Hist Camp Bowie Fund in the amount of$469,811.00 from available funds;and(2)increasing appropriations in the FWPID#19-Hist Camp Bowie Fund in the amount of$62,886.00 and reducing fund balance by the same amount. DISCUSSION: On August 14,2018,the City Council adopted Resolution No.4966-08-2018,establishing the Fort Worth Public Improvement District 19-Historic Camp Bowie(Historic Camp Bowie PID). The purpose of this benefit hearing is to receive comments from the public regarding the Fiscal Year 2020-2021 Budget and Five-Year Service Plan for the Historic Camp Bowie PID and the proposed assessments to be levied on each commercial property in the Historic Camp Bowie PID for the 2020 tax year. Following the public hearing,it is recommended that the City Council take the following actions:(a)approve the attached Budget and Five-Year Service Plan;(b)approve the 2020 Assessment Roll;and(c)adopt the attached ordinances levying the proposed assessments and appropriating funds. The improvements and services to be provided in the Historic Camp Bowie PID during the Fiscal Year 2020-2021 and the costs thereof are as follows: FY2020-2021 Budget Total Budgeted Cost Management Fee $93,962 Beautification $10,905 Green Ribbon Funding F $15,000 Beautification-Utilities $20,000 Beautification-Maintenance $88,086 Litter Abatement $79,800 Security $24,960 Economic Development F $122,100 Marketing&Promotion $28,828 11 Communication $24,000 Insurance $7,035 Audit F $6,000 City Annual Review $2,625 FY2020-2021 Budget Total Budgeted Cost (City Administrative Fee I $9,3961 Total Expenses $532,697 The total budgeted costs of the improvements and services are in the amount of$532,697.00.Of this amount,$452,020.00,will be funded by assessments collected on privately owned parcels located in the Historic Camp Bowie PID by applying a rate of$0.10 per each$100.00 of property value.The remainder of the costs in the amount of$80,677.00 will be funded by other revenue sources including: (a)$17,791.00 in direct payments from the City for Payment In-Lieu of Services,and(b)$62,886.00 transferred from the unaudited,unassigned fund balance.The 2020 assessment rate is the same as the prior year. On August 18,2020,the City Council conducted a public hearing to receive comments on the proposed 2020-2021 Fiscal Year Budget, Five-Year Service Plan,and 2020 Assessments for the Historic Camp Bowie PID(M&C 13FMS PID19FY21 BENEFIT). Notice of the August 18,2020, benefit hearing and this hearing were published in the Fort Worth Star-Telegram and mailed to all owners of property on record in the Historic Camp Bowie PID on August 7,2020,in accordance with state law. The Historic Camp Bowie PID is located in COUNCIL DISTRICTS 3&7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and the adoption of the Fiscal Year 2020-2021 Budget by the City Council,funds will be available in the Fiscal Year 2021 operating budget,as appropriated,of the FWPID#19-Hist Camp Bowie Fund. Prior to any expenditure being incurred,the Financial Management Services Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by. Jay Chapa 5804 Originating Business Unit Head: Reginald Zeno 8517 Additional Information Contact: Crystal Hinojosa 7808