Loading...
HomeMy WebLinkAboutContract 45179 (2)CbTY$ECRETARV Li5 11 el CONTRACT NO.MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT Fort Worth Public Improvement District No. 1 (Downtown) This 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 Fernando Costa, 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/or services that confer special benefits on the part of the City within the District; and WHEREAS, the City Council is authorized to levy and collect special assessments on property in the District, based on the special services conferred by the improvements and/or 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: Page 1 Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) OFFICIAL icfcIOR6 CITY SECRETARY Ft woS DEC 0 5 2i3 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/or 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 Service Plan and Budget for the District approved by the City Council for the fiscal year covered by this Agreement (the "Service Plan and Budget") (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 obj ectives; (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 Service Plan and Budget for the first five (5) Page 2 Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) 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; (e) Maintain a full and accurate accounting of disbursements for reimbursement from District revenues and ail other financial reporting requirements set forth in the PID Policy; and Comply with all other duties and responsibilities set forth in the guidelines of the PID Policy; Receive advance written approval by the Director of the City's Parks and Community Services 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 Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes; and (i) Comply with all duties and responsibilities set forth in Exhibit "C", attached hereto and hereby made a part of this Agreement for all purposes. 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 $323,755.00, which amount is reflected in the Service Plan and Budget as 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. Page 3 Management and Improvement Services Agreement with Downtown Fort Worth, Inc PID 1 (Downtown) 2.4. Security Personnel. 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 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; Page 4 Management and Improvement Services Agreement with Downtown Fort Worth, Inc PID 1 (Downtown) (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 to Contractor 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, 2013 (the "Effective Date') and, unless terminated earlier in accordance with this Agreement, expire September 30, 2014 (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 Page 5 Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) Contractor any amount that exceeds the then -current balance of District revenues or that is not in accordance with the Service Plan and Budget for the then -current fiscal year. 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 venfy 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 discnmination. 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 tenns 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 Page 6 Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) 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. 9. CONTRACTOR LIABILITY. Contractor hereby assumes full liability for any damages to any public or private property due to the negligence 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 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 AND EMPLOYEES, FROM AND AGAINST ANY AND ALL SUITS OR CLAIMS FOR DAMAGES OR INJURIES, INCLUDING DEATH, TO ANY AND ALL PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ANY NEGLIGENT ACT OR NEGLIGENT OMISSION ON THE PART OF THE CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES OR SUBCONTRACTORS, AND THE CONTRACTOR DOES HEREBY ASSUME ALL LIABILITY AND RESPONSIBILITY FOR INJURIES, CLAIMS OR SUITS FOR THE DAMAGES TO PERSONS OR PROPERTY, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, OCCURRING DURING OR ARISING OUT OF THE PERFORMANCE OF THIS CONTRACT AS A RESULT OF ANY NEGLIGENT ACT OR NEGLIGENT OMISSION ON THE PART OF THE CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES OR SUBCONTRACTORS. SUCH INDEMNIFICATION SHALL INCLUDE WORKERS' COMPENSATION CLAIMS OF OR BY ANYONE WHOMSOEVER IN ANY WAY RESULTING FROM OR ARISING OUT OF Page 7 Management and Improvement Services Agreement with Downtown Fort Worth, Inc PID 1 (Downtown) CONTRACTOR'S WORK, SERVICES AND OPERATIONS IN CONNECTION HEREWITH, INCLUDING OPERATIONS OF SUBCONTRACTORS. CONTRACTOR SHALL 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 NEGLIGENT ACTS OR NEGLIGENT OMISSIONS OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, 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 perfoiined 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 or 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 Page 8 Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) 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. 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) 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) 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. Contractor shall and shall 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 Page 9 Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) 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. 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 party 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. Page 10 Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) 19. COOPERATION WITH CITY. Contractor shall, at such time and in such fou n 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 perfoninance audit. The City may employ consultants at the City's expense to assist City in such perfoiinance audit. Contractor agrees to 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 Attn: PID Administrator Housing & Economic Dev. Dept. 1000 Throckmorton Street Fort Worth, Texas 76102-6311 Downtown Fort Worth Inc Attn: Andy Taft, President 777 Taylor St., Suite 100 Fort Worth, TX 76102 22. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Page I 1 Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) 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 JURISDICTION. 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 he 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 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 any 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 Page 12 Management and Improvement Services Agreement with Downtown Fort Worth, Inc PID 1 (Downtown) 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: By: Fernando Costa Assistant City Manager Date: /Z/3/3 ATTEST: City Secretary APPROVED AS TO FORM Maleshia�. Farmer Senior Assistant City Attorney M&C: BH-300 9-10-13 Page 13 Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) DOWNTOWN FORT WORTH, INC., a Texas nonprofit corporation: 44441001---ft By: Andy. Taft President Date: Date: ATTEST: aei: Name: r ':= J Title: Z .j 000 `' 'LITY: OFFICIAL. RECORD :J CITY SECRETARY o ' `ing f EXHIBITS "A" — Service Plan and Budget 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. PID 1 (Downtown) City of Fort Worth PID # 1 PROPOSED BUDGET & FIVE YEAR SERVICE PLAN REVENUES PID Assessments COFW Assessments City Pay. in -lieu of Service PID Generated Revenue Prior Year's assessment Total Revenues EXPENSES Management Fee (Admin_) Water Utilities Landscape/Tree Mainten. Trash Rernov_ (other Maint) Holiday Light/Deco.(Repairs) Security Enhancement Communise /Newsletters Marketing (& Research) Transportation & Planning Capital Improvements Insurance Annual review (Audit) City Administrative Fee Budget Expenses Estimated Operating Reserve Total Expenses FY13/14 1,632,610 191,658 138,498 148,657 303,527 FY14115 1,715,200 195,500 141,300 149,000 182,005 FY15I16 1,766,656 200,000 144,000 150,000 134,155 2,415,150 $ 2,383,005 $ 2,394,811 $ 323,755 $ 14,000 $ 14,500 $ 64,516 $ 1,105,487 $ 15,000 $ 78,900 $ 20,200 $ 340,935 $ 199,993 $ 5,000 $ 4,100 $ 7,500 $ 39,259 $ 330,OD0 $ 14,500 $ 15,000 $ 65,800 $ 1,125,000 $ 15,000 $ 55,000 $ 20,200 $ 342,814 $ 209,000 $ 2,500 $ 4,500 $ 6,500 $ 41,036 $ 2,233,145 $ 2,248,850 $ 162,005 $ 134,155 $ 2,415,150 $ 2,383,005 $ Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID 1 (Downtown) 336,323 $ 15,000 S 15,500 $ 67,000 $ 1,145,000 S 15,000 $ 56,000 $ 20,200 S 348,000 S 213,000 $ 2,500 $ 7,000 $ 9,000 $ 42,213 $ 2,291,736 $ 103,075 $ 2,394,811 $ FY 16/17 1,819,655 $ 204,000 $ 147,000 $ 161,000 $ 103,075 $ FY 17/18 1,874,245 206,000 150,000 163,000 117,075 2,434,730 $ 2,512,320 341,092 $ 15,500 $ 16,000 $ 65,450 $ 1,150,000 $ 15,000 $ 57,000 $ 20,200 $ 352,000 $ 219,000 $ 2,500 $ 7,500 $ 10,00D $ 43,413 $ 355,420 15,500 16,000 69,500 1,157,480 20,000 58,000 20,200 3591500 224,000 2,500 7,500 10,000 44,645 2,317,655 $ 2,360,245 117,075 $ 2,434,730 $ 152,075 2,512,320 Exhibit "B" Additional Services to be Provided by Contractor (a) Contractor shall designate one of its employees to be the primary PID manager; (b) Participate in meetings of City of Fort Worth departments of Housing and Economic Development, Parks, Transportation and Public Works, Internal Audit, and Budget to coordinate PID 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 PID advisory body meetings and update advisory body members on budget, security patrols, landscaping, City coordination issues, and other matters. At the request of the Board president, arrange for guest presenters to attend meetings; (d) Establish means of communication for citizen input to report problems and make suggestions to the PID Coordinate responses to citizen input with the PID advisory body or other entity selected by the City; (e) Maintain a full and accurate accounting of disbursements for reimbursement from PID revenues, providing the PID advisory body or other entity selected by the City with a monthly accounting statement; (f) (g) Monitor recurring expenses and perform comparative analysis to identify emerging trends and real or potential problems. Notify the PID advisory body or other entity selected by the City of trends and unusual or excessive expenses; Maintain complete set of historical records of all PID activity to include PID charter, minutes of meetings, and agreements/contracts with other entities, grant applications, etc. from the beginning of PID to present; and (h) Work with all PID committees to coordinate and handle all details associated with public events that are sponsored by PID The Contractor shall commence, carry on, and provide such improvements and/or services with all practicable dispatch, in a sound, economical, and efficient manner, in accordance with this contract and its attachments and all applicable laws. Management and Improvement Services Agreement with Downtown Fort Worth, Inc. PID I (Downtown) Exhibit "C" Maintenance and Landscaping Program 1. 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 and/or high-pressure hot water wash all sidewalks within the District on a regular basis as frequently as necessary to keep the sidewalks in a clean, stain -free and trash -free condition 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 shall 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. 2. 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. PID 1 (Downtown) (6) Disease control (7) Insect control b. The Contractor's services shall 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 of the Contractor, its agents, servants, employees 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. PID 1 (Downtown)