HomeMy WebLinkAboutContract 60314CSC No. 60314
MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT
Fort Worth Public Improvement District No. 20 (East Lancaster Avenue)
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 FIRSTSERVICE RESIDENTIAL TEXAS PID, LLC, a Texas limited
liability company, ("Contractor") acting by and through its duly authorized representative.
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 February 12, 2019,
the City Council of the City of Fort Worth adopted Resolution No. 5052-02-2019 establishing Fort Worth
Public Improvement District No. 20 (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 2023-2024 fiscal year (October 1, 2023 — September 30, 2024)
("Fiscal Year").
2. IMPROVEMENTS AND SERVICES FOR THE DISTRICT.
2.1. 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
OFFICIAL RECORD
Management and Improvement Services Agreement CITY SECRETARY
with Camp Bowie District, Inc. for PID 20 (East Lancaster Avenue) 1 of 18
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. 5312-12-2020 (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 PID
Policy, prepare a Budget and Service Plan for the first five (5) years following the Fiscal
Year covered by this Agreement, to be adopted by the advisory body for the District or
other entity designated by the City and approved by the City Council, 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);
ii. Summary of Improvements and Services provided in the prior year and highlights of
accomplishments;
iii. 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
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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.
(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. Options for publishing may be allowed to be
presented on the official PID district website or may be mailed.
(i) Conduct at a minimum quarterly advisory board meeting open to the public, which will
include, at a minimum: a published agenda; updates on activities occurring within the
District including Ambassador Program updates, landscaping, City coordination issues,
and other matters.; 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. At the request of the Contractor's president,
arrange for guest presenters to attend meetings.
i. Contractor will be required to publish the advisory board agendas on the
official PID district website, take minutes at each advisory board meeting and
provide those minutes to the Director upon request.
ii. Contractor must ensure that advisory board meetings are open and accessible
to the public, where members of the public will be allowed to attend and
record such meetings.
iii. A list of the informal advisory board members, along with the documented
process for appointing the informal advisory boards is attached hereto as
Exhibit `B" and incorporated herein. The Contractor will notify the
Administrator, in writing, if membership on the board changes during the
term of this Agreement.
(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;
iii. 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 advisory board meeting schedule for the fiscal year, including times and
locations;
vi. Current budget of the District;
vii. Meeting Minutes;
viii Current Five -Year Service and Assessment Plan; and
ix. 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
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Contractor is responsible for ensuring that any such revenue is provided to the City to be
receipted into the respective District fund.
i. Contractor must provide the City with monthly reports (in accordance with Section
6.3) detailing any and all revenue received by Contractor from non -assessment revenue
generated from the District.
ii. Contractor must pay the City all such non -assessment revenue generated from the
District on or before September 30, 2024.
(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:
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 Policies 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.
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(r) Participate in meetings of City of Fort Worth departments of Economic Development,
Financial Management Services, Park and Recreation, Transportation and Public Works,
and Internal Audit to coordinate District activities. The district manager shall be exclusive
to the PID where appropriate.
(s) 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.
(t) 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.
(u) Work with all District committees to coordinate and handle all details associated with
public events that are sponsored by District.
2.2. Standard of Care; Nature of Relationship. Contractor will 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 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, or engages a subcontractor to employ, 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 hereunder. Security personnel includes, but not be limited to, any employee, agent,
subcontractor, 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 the Ambassador Program (as defined in Exhibit C), running
radar on drivers, writing parking citations, investigating crimes, or other job functions normally
performed by on -duty police officers. Contractor bears sole responsibility, if any, for reporting its
payment for each security personnel's services as taxable income to the Internal Revenue Service.
b. If Contractor employs, or engages a subcontractor to employ, off -duty Fort Worth police officers
to provide Security Services, the parties understand, acknowledge, and agree that, while performing
Security Services for the Contractor or subcontractor, as applicable, under this Agreement, the off -
duty officers are not considered employees of the City of Fort Worth, except as provided herein.
Contractor must direct or ensure that the subcontractor directs residents to call 911 in the case of
an emergency. Off -duty Fort Worth police officers working for the Contractor or subcontractor, as
applicable may 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
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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. If the
Contractor employs, or engages a subcontractor to employ, off -duty Fort Worth police officers to
provide Security Services, then the Contractor or subcontractor, as applicable, must use a City -
prescribed and approved form for reimbursement.
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;
(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
statements.
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
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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, 2023 ("Effective Date") and, unless
terminated earlier in accordance with this Agreement, expires on the later of September 30, 2024 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 Nineteen Thousand,
Five Hundred and Ninetv Dollars and No Cents ($19,590.00) in equal monthly installments
("Management Fee"), which 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, professional
development, training, education, and the like.
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 Pavment. 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 2023, Contractor must
submit a written report to the 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 (10t") 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.
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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.
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. 24534-11-2020, as amended, the
City has established goals for the participation of Business Equity Firms 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.
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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
except to the extent caused by the negligence or willful misconduct of the City.
10. LIABILITY OF CITY, PERSONAL LIABILITY OF PUBLIC OFFICIALS.
10.1 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 LIABILITY AND
RESPONSIBILITY FOR INJURIES, CLAIMS, OR SUITS FOR DAMAGES TO PERSONS OR
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 EXCEPT
TO THE EXTENT THAT THE SAME IS CAUSED BY THE NEGLIGENCE OR WILFULL
MISCONDUCT OF THE CITY. 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 EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILFULL
MISCONDUCT OF THE CITY.
11.2 CONTRACTOR MUST LIKEWISE INDEMNIFY AND HOLD HARMLESS THE
CITY FOR ANYAND ALL INJURY OR DAMAGE TO CITY PROPERTYARISING OUT OF OR IN
CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS,
AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES, OR INVITEES.
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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
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.
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(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.
(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.
Management and Improvement Services Agreement
with FirstService Residential Texas PID, LLC for PID 20 (East Lancaster Avenue) 11 of 19
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.
i r§ �01 I I1:7TO I W M13 a\i.Y1];7;1FRel 1ZII 9II 4"XI 1 117efli
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.
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.
Management and Improvement Services Agreement
with FirstService Residential Texas PID, LLC for PID 20 (East Lancaster Avenue) 12 of 19
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
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 FirstService Residential Texas PID, LLC
Attn: PID Administrator Attn: Kathleen Ward
Management and Improvement Services Agreement
with FirstService Residential Texas PID, LLC for PID 20 (East Lancaster Avenue) 13 of 19
Economic Development Dept.
1150 South Freeway
Fort Worth, Texas 76104
Copy to:
City Manager and
City Attorney
200 Texas Street
Fort Worth, Texas 76102
211 E 71h Street, Ste. 620
Austin, Texas 78701-3218
22. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
22.1 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 Contractor is also subject to the City's Donations Policy and Records Retention Schedule,
which the City will make available upon request, which includes, but is not limited to, the requirement that
all records subject to any litigation, claim, negotiation, audit, public information request, administrative
review or other action involving such records not be destroyed until the completion of the action and the
resolution of all issues arising from the action (including any seed money received by the Contractor from
the City for the benefit of the District). Furthermore, fiscal records must be retained based on final date of
repayment, if the repayment date is beyond the end of the Term.
23. GOVERNMENTAL POWERS.
23.1 It is understood that by execution of this Agreement, the City does not waive or surrender
any of its 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.
Management and Improvement Services Agreement
with FirstService Residential Texas PID, LLC for PID 20 (East Lancaster Avenue) 14 of 19
27. INTERPRETATION.
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. NO BOYCOTT OF ISRAEL
30.1 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 2271 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" has
the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. PROHIBITION ON BOYCOTTING ENERGY COMPANIES
31.1 Contractor acknowledges that, in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the Contractor that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company" and
"company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code
is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature
provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
32. PROHIBTION ON DISCRIMINATION AGAINST FIREARMS AND AMMUNITION
INDUSTRIES
32.1 Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering
Management and Improvement Services Agreement
with FirstService Residential Texas PID, LLC for PID 20 (East Lancaster Avenue) 15 of 19
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly
from public funds of the City with a company with 10 or more full-time employees unless the contract
contains a written verification from the Contractor that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity", and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Contractor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
33. ENTIRETY OF AGREEMENT.
33.1 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.
[Signature Page Follows]
Management and Improvement Services Agreement
with FirstService Residential Texas PID, LLC for PID 20 (East Lancaster Avenue) 16 of 19
EXECUTED in Fort Worth, Tarrant County, Texas as of the last date indicated below:
City:
By:
William Johnson (09h 18, 202315:43 CDT)
Name:
William M. Johnson
Title:
Assistant City Manager
Date:
Oct l% 2023
FIRSTSERVICE RESIDENTIAL TEXAS
PID, LLC:
k4wd"ftl WA-11-v
By: Kathleen Ward (Oct 12, 202311:37 CDT)
Name: Kathleen Ward
Title: President
Date: Oct 12, 2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Robert Sturns
Title: Economic Development Director
Approved as to Form and Legality:
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.
cm *Vol
By: Lacey ctct 12, 2024 1:38 CDT)
Name: Lacey Ruiz
Title: Sr. Contract Compliance Specialist
.�/�
By: NicoAriaS( ct18,202314:35CDT) City Secretary: oFFo"'�aa
Name: Nico Arias ;mooA 0
Title: Assistant City Attorney * a
o
.�� Paan �zA5aap
�dA6444
By:
Contract Authorization: Name: Jannette S. Goodall
M&C: 23-0722 (September 12, 2023) Title: City Secretary
Form 1295: 2023-1041846
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Management and Improvement Services Agreement
with FirstService Residential Texas PID, LLC for PID 20 (East Lancaster Avenue) 17 of 19
Exhibit "A"
Budget and Service Plan
City of Fort worth
Five Year Service Plan FY24-FY28
Public Improvement District No. 20
- East Lancaster
FY23124
FY24125
FY25l26
FY28127
FY27M
REVENUES
PID Assessments
$ 333.704
$ 340,378
$ 347.185
S 354,129
$ 351 .212
Total Budgeted Revenues
$ 333,704
$ 340,376
$ 347,186
$ 354,129
S 361,212
Use of Fund Bafance
-
-
-
-
-
Total Funds Available for Use
$ 333,704
3 340,37a
3 347,186
3 354,129
S 361,212
EXPENSES
Management Fee
$ 19,590
$ 19,981
$ 20,381
$ 20,788
$ 21,203
City Administrative Fee
6,674
6,806
6,944
7,083
7r224
Security
275,000
286,000
297.440
309,338
321,711
Community MarketinglEvents
3,200
3,200
3,200
3,200
3,20O
Audit/Annual Review
3,000
3,000
3.000
3,000
3,000
Communications
3,000
3,000
3,000
3,000
3,000
Total Budgeted Expenses
$ 310,464
$ 321,289
3 333,964
$ 346,408
$ 359,338
Contribution to Fund Balance
23.240
18,390
13.221
7.721
- 1,874
Total Expenses
333,704
340,378
347,186
354,129
361,212
Net Change in Fund Balance
$ 23,240
$ 18,300
$ 13,221
$ 7,721
$ 1,814
Estimated Fund Balance, Beginning of Year
50,871
74,111
92,600
105,722
113.443
Estimated Fund Balance, End of Year
74,111
92,500
105,722
113,"3
115,316
Reserve Requirement
53,675
65,672
57,746
57,746
59,902
Over (Under) Reserve
$ 20,435
$ 36,928
$ 47,975
$ 66,696
$ 55,415
`FY2024 Assessment Rate = $.266
Management and Improvement Services Agreement
with FirstService Residential Texas PID, LLC for PID 20 (East Lancaster Avenue) 18 of 19
EXHIBIT `B"
ADVISORY BOARD MEMBER INFORMATION AND APPOINTMENT PROCESS
ADVISORY BOARD MEMBERS
NO.
First Name
Last Name
1
Dale
Uberman
2
Sigi
Munoz
3
Bill
Kiker
4
Barry
Smith
5
Michael
Shedd
APPOINTMENT PROCESS
The PID 20 Advisory Board will be composed of five positions for property owners (or authorized
representatives of property owners). One of those positions will be held for the position of the president of the
East Fort Worth Business Association. Ideally, representation should be evenly distributed by property
ownership along the entire PID corridor.
Board positions will be assigned two-year terms, with three terms expiring September 30 of odd years and
two terms expiring September 30 of even years.
PID 20 Board is advisory only, an election is not required. There is not currently a limit to the number of
consecutive terms a board member may serve.
Management and Improvement Services Agreement
with FirstService Residential Texas PID, LLC for PID 20 (East Lancaster Avenue) 19 of 19
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/12/23 M&C FILE NUMBER: M&C 23-0722
LOG NAME: 17ED PID20FY24
SUBJECT
(CD 8 and CD 11) Conduct Public Benefit Hearing for Fort Worth Public Improvement District 20 - East Lancaster Avenue, Adopt the Ordinance
(1) Approving and Adopting the Fiscal Year 2023-2024 Budget, Five -Year Service Plan, Assessment Plan, and Tax Year 2023 Assessment Roll,
and (2) Levying Special Assessments for the 2023 Tax Year at a Rate of $0.266 Per Each $100.00 of Property Value; Authorize Execution of
Agreement with FirstService Residential Texas PID, LLC, in the Amount of $19,590.00 to Manage the Public Improvement District; and Adopt
Appropriation Ordinance
(PUBLIC HEARING - a. Report of City Staff: Lacey Ruiz; 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 20 - East Lancaster Avenue for the 2023 tax year;
2. Adopt the attached ordinance (1) approving and adopting the fiscal year 2023-2024 budget in the amount of $333,704.00, five-year service
plan, assessment plan, and tax year 2023 assessment roll (on file with the City Secretary) for the East Lancaster Public Improvement District;
and (2) levying special assessments on the property located in the East Lancaster Public Improvement District for the 2023 tax year at the
rate of $0.266 per each $100.00 of property value (Service Assessment Plan and Assessment Ordinance);
3. Direct the City Secretary to record a copy of the Service Assessment Plan and Assessment Ordinance in the real property records of Tarrant
County, Texas no later than the seventh (7th) day after adoption by the City Council;
4. Authorize the execution of an agreement with FirstService Residential Texas PID, LLC., in the amount of $19,590.00 to provide management
of the improvements and services for the East Lancaster Avenue Public Improvement District during Fiscal Year 2023-2024; and
5. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Fort Worth Public Improvement District
20 — East Lancaster Fund in the amount $333,704.00 from available funds.
DISCUSSION:
On February 12, 2019, the City Council adopted Resolution No. 5052-02-2019, establishing Fort Worth Public Improvement District 20 - East
Lancaster Avenue (East Lancaster PID).
The purpose of this benefit hearing is to receive comments from the public regarding the Fiscal Year 2023-2024 budget and five-year service plan
for the East Lancaster PID and the proposed assessments to be levied on each property in the East Lancaster PID for the 2023 tax
year. Following the public hearing, it is recommended that the City Council take the following actions: adopt the attached ordinances (1)
approving and adopting the budget, five-year service plan, assessment plan, and assessment roll; (2) levying the proposed assessments; and (3)
appropriating funds.
The improvements and services to be provided in the East Lancaster PID during the 2023-2024 Fiscal Year and the costs thereof are as follows:
Fiscal Year 2024 Budget
Improvements
Ianagement Fee
Security
(Community Marketing/Events
Communications
lAudit/Annual Review
lCity Administrative Fee
IlContribution to Fund Balance
(Total Expenses
Total Budgeted Cost
$19, 590.00
$275,000.001
$3,200.00
$3,000.00
$3,000.00
$6,674.00
$23,240.00
$333,704.00 1
The total budgeted costs of the improvements and services are in the amount of $333,704.00. The entire amount will be funded by assessments
collected on privately owned parcels located in the East Lancaster PID by applying a rate of $0.266 per each $100.00 of property value. This is the
same assessment rate as last year.
On August 22, 2023, the City Council conducted a public hearing to receive comments on the proposed 2023-2024 Fiscal Year budget, five-year
service plan, and 2023 assessments for the East Lancaster PID. Notice of the August 22, 2023, benefit hearing and this hearing were published
in the Fort Worth Star -Telegram and mailed to all owners of property on record in the East Lancaster PID on August 10, 2023, in accordance with
state law.
The East Lancaster PID is located in COUNCIL DISTRICTS 8 & 11.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and the adoption of the Fiscal Year 2023-2024 Budget by the
City Council, funds will be available in the Fiscal Year 2024 operating budget, as appropriated, in the FWPID #20 - East Lancaster Ave Fund.
Prior to any expenditure being incurred, the Economic Development Department has the responsibility to validate the availability of funds.
Submitted for Citv Manaaer's Office bv: William Johnson 5806
Oriainatina Business Unit Head: Robert Sturns 2663
Additional Information Contact: Crystal Hiniojosa 7808
Lacey Ruiz 2608