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Home My WebLink AboutContract 28474STATE OF TEXAS § ��"�� ECRETARY � � COUNTY OF TARRANT § �•;�,�I�"[�AGT IdO. THIS AGREEMENT is made and entered into this ��f-'��' day of , 2003, by and between the City of Fort Worth, a home rule municipal cor- poration situated in Tarrant and Denton Counties, Texas (hereinafter referred to as"City") acting by and through its duly authorized Assistant City Manager and Stockyards Station (hereinafter referred to as "Stockyards"). WITNESSETH That for and in consideration of the mutual covenants and agreements herein contained the parties hereto do hereby covenant and agree as follows: SECTION 1. SERVICES Section 1.1 City hereby contracts with Stockyards, as an independent contractor, and Stock- yards hereby agrees to perform the services herein described with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: "Wayfinding Program for powntown, the Cultural District, and the Historic Stockyards" (hereinafter referred to as "Project"). Bounda- ries of Stockyards portion of Project are shown in Exhibit A. Section 1.2 The services to be performed by Stockyards shall include the scope of services listed in E�chibit B attached hereto, incorporated herein and made a part hereof for all intents and purposes as it relates to the Project. = U�G��I(Cp�a11�.,j }_'��r� ��,�IG�� - �� r C, �"'- �.,,r�-,,, �,•�.,��r , � ((r�11�1� ��,��,��u=�u � _ , �, �ri�� l�'"�� '°�ill��l,� �ill�;'t�{�. SECTION 2. PROGRAM Section 2.1 The Project is part of an overall economic revitalization and marketing program to assist Downtown, the Cultural District, and the Historic Stockyards visitors in finding destinations and parking, thereby reducing congestion and air pollution, and to promote tourism for the City. Specifically, the Project will promote economic activity in the three districts, promote efficient transportation, and create a clean, attractive city by installing appealing signage and possibly re- ducing or combining some e�cisting signs. The Project has three components: 1) Design and implement a signage system to direct vehicular and pedestrian traffic within the three visitor districts. This signage system will provide information about at- tractions, parking facilities, bus routes, and rail stations; 2) Develop and maintain an interactive website with information about parking, transit, and points of interest in Downtown, the Cultural District, and the Historic Stockyards; and 3) Conduct a coordinated marketing campaign. SECTION 3. PHASES AND SCHEDULES Section 3.1 The work for the Project shall be completed according to the schedule in Exhibit B. SECTION 4. FUNDING Section 4.1 The City was awarded a Congestion Mitigation Air Quality (CMAQ) grant from the Federal Highway Administration in the amount of $336,300.00 for the Project, which requires a local match of $223,700.00. Stockyards' monetary contribution shall include cash and in-kind services in the amounts listed in E�chibit C. All cash contributions by Stockyards, as listed in Ex- hibit C, shall be paid to the City by no later than November l, 2003. / Section 4.2 It is understood that this Agreement contemplates the full and complete services for this project including any and all changes necessary to complete the work as outlined in the scope of services. Nothing contained herein shall be construed as authorizing any additional fees for services necessary for the successful completion of this project. Stockyards acknowledges by the execution of this Agreement that such contingencies as may be deemed necessary and proper have been included in the basic fee. SECTION 5. COORDINATION WITH THE CITY Section 5.1 City shall be the primary contact and coordinator for the Project. City shall make available to Stockyards for use in perforniing services hereunder all data in City's possession rela- tive to the Project. SECTION 6. PROGRESS REPORT Stockyards shall submit monthly progress reports to Vida Hariri, Project Manager, City of Fort Worth Planning Department. SECTION 7. TRANSFER OF AGREEMENT Stockyards shall not assign, sublet or transfer, in whole or in part, its interest in this agreement without the prior written consent of City. SECTION 8. TERMINATION OF AGREEMENT Section 8.1. All terms, conditions and specifications of the contract shall be considered mate- rial, and failure to perform any part of the Agreement shall be considered a breach of contract. Should Stockyards fail to remedy any breach of contract within 14 days after written notification to Stockyards the violation, City may, at its option and in addition to any other remedies available to it under law, terminate the Agreement. The Agreement shall not be terminated, however, if Stockyards has commenced to cure the breach within said 14-day period, and thereafter pursues such cure with reasonable diligence and in good faith. ,� Upon receipt of such notice of termination and after said 14-day cure period, Stockyards shall unmediately discontinue all services and work and the placing of all orders or the entering into Agreements for supplies, assistance, facilities, and materials, in connection with the performance of this Agreement and shall proceed to cancel promptly all existing agreements insofar as they are chargeable to this Agreement. Section 8.2. All completed or partially completed reports prepared under this Agreement, in- cluding the original drawings, shall become the property of City when the Agreement is termi- nated, and may be used by City in any manner it desires, provided however, that Stockyards, shall not be liable for the use of such drawings for any project other than the project described in this Agreement. SECTION 9. INDEPENDENT CONTRACTOR Section 9.1 Stockyards covenants and agrees that it will perform the work hereunder as an in- dependent contractor, and not as an officer, agent, servant, or employee of City. Stockyards shall have exclusive control of and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omis- sions of its officers, agents, employees, contractors, subcontractors, and consultants; that the doc- trine of respondent superior shall not apply as between City and Stockyards, its officers, agents, employees, contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Stockyards. SECTION 10. INDEMNITY AND INSURANCE Section 10.1 Approval by City of this Agreement shall not constitute or be deemed to be a re- lease of the responsibility and liability of Stockyards, its officers, agents, employees, and subcon- tractors for the accuracy and competency of the services performed under this Agreement, includ- ing but not limited to surveys, designs, working drawings and specifications and other engineering documents. Such approval shall not be deemed to be an assumption of such responsibility and li- 1� ability by City for any negligent act, error or omission in the performance of Stockyards' profes- sional services or in the conduct of the duties listed in the scope of services listed in Exhibit B. SECTION 10.2 STOCKYARDS SHALL INDEMNIFY AND HOLD CITY AND ALL OF ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS FROM ANY LOSS� DAMAGE LIABILITY OR EXPENSES, ON ACCOUNT OF DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ALL PERSONS, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS, OR EM- r[.ovEEs oF 5TOCKYARDS, OR SUBCONTRACTORS, AND ALL PERSONS PERFORMING ANY PART OF THE WORK AND IMPROVEMENT5 WHICH MAY ARISE OUT OF AIYY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF STOCKYARDS' PROFESSIONAL SERVICES OR IN THE CONDUCT OF THE SCOPE OF SERVICES LISTED IN EXHIBIT B. STOCKYARDS SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST CITY AND ITS OFFICERS� AGENTS� SERVANTS� AND EMPLOYEES, OR AM' OF THEM ON ACCOUNT THEREOF, AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH� PROVIDED AND EXCEPT, HOWEVER� THAT THIS INDEMNIFICATION PROVISION SHALL NOT BE CONSTRUED AS REQUIRING STOCKYARDS TO INDEMNIFY OR HOLD CITY, OR ANY OF IT'S OFFICERS, AGENTS� SERVANTS� OR EMPLOYEES HARMLESS FOR ANY LOSS, DAMAGES, LIABILITY OR EXPENSE, DUE TO THE SOLE NEGLIGENCE OR MISCONDUCT OF CITY. Section 10.3 Stockyards agrees that all consultants hired by Stockyards to perform any work under this Agreement shall obtain Professional Liability Insurance in the minimum amount of $1,000,000 and shall include coverage of Contractually Assumed Liability. All insurance cover- age shall be maintained until completion of the work by the consultant and shall not be canceled without prior written notice to City. A Certificate of Insurance shall be fiunished to City prior to the consultant beginning work and contain the provision that such insurance shall not be canceled or modified without thirty (30) days prior written notice to City. Stockyards shall notify City within ten (10) days of any modification or alteration to such Professional Liability Insurance. 1� �� SECTION 11 RIGHT TO AUDIT Section 11.1 Stockyards agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine and photocopy any di- rectly pertinent books, documents, papers and records of Stockyards involving transactions relat- ing to this Agreement. Stockyards agrees that City shall have access during normal working hours to all necessary Stockyards facilities and shall be provided adequate and appropriate work- space in order to conduct audits in compliance with the provisions of this section. Section 11.2 Stockyards further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontracting consultant agrees that City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any di- rectly pertinent books, documents, papers and records of such subcontractor, involving appropri- ate work space, in order to conduct audits in compliance with the provisions of this section to- gether with subsection hereof. City shall give the subcontractor reasonable advance notice of in- tended audits. SECTION 12. SUCCESSORS AND ASSIGNS Section 12.1 City and Stockyards each bind themselves, their successors and assigns, to the other party to this Agreement and to the successors and assigns of each other party in respect to all covenants of this Agreement. SECTION 13. VENUE-LAW Section 13.1 Venue of any suit or cause of action under this Agreement shall lie exclusively in Tarrant County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas � m IN TESTIMONY WHEREOF, the City of Fort Worth has caused this instrument to be signed in quintuplet in its name and on its behalf, by its Assistant City Mana.ger and attested by its City Secretary and Stockyards Station also has properly executed this instrument in quintuplet copies each of which is deemed an original. EXECUTED in the City of Fort Worth, this a�� day of �. . 2003. CITY OF FORT WORTH By: ��j 1_a 8 ,� Gv,�,Q � c-��x �� dq �,� � Assistant City Manager �.� t�� APPROVED AS TO FORM AND LEGALITY: David Ye City Attorney <, '/��`" / /�2'wl_�� Assistant C'ty Attorney STOCKYARDS STATION BY� ('a0 �C�r� Gary Br ey, General Manager Stockyards Station ATTEST�� / ,i �� ,= �� By: � '7 �• � Gloria Pe�on City Secretary APPROVAL RECOMMENDED: By: � �� (.e-�L_ Fernando Costa, Director Department of Planning �- (�� (��. �.3 contiract 14uthorization . �_�!��' � �'' �' ... �� ;��i��liri�� '�,,�I I�'�k��r�il��,�i�� . � �;'�."�'�v�i�,i,:i'� _;�i� i., � � .� �� .,� , .,�i1 � � i, � . � � ��,',��'�� I''��,;�i,y�',�4�i'r,^,ta � �9 . , � S� i' ;�„ �n�� 1��', �� I �, i� ir � , >� u � �, . „ �.__.__. � EXHIBIT A HISTORIC STOCKYARDS WAYFINDING PROGRAM FOR DOWNTOWN, THE CULTURAL DISTRICT, AND THE HISTORIC STOCKYARDS BOUNDARY MAP, HISTORIC STOCKYARDS PORTION 1 7qT\�\ � �/ Stockyards Historic District � EXHIBIT B HISTORIC STOCKYARDS WAYFINDING PROGRAM FOR DOWNTOWN, THE CULTURAL DISTRICT, AND THE HISTORIC STOCKYARDS SCOPE OF SERVICES Stockyards will commit to the following tasks for the Wayfinding Program: Management of Stockyards portion of Wayfinding Program • Schedule and coordinate the Project meetings. Meetings will be held at least monthly dur- ing the duration of the project, which is anticipated for one year. • Coordinate all activities with the City's Plaruung Department. • Assist in coordination of ineetings with Downtown and Cultural District, anticipated to be quarterly during the duration of the Project. • Submit monthly records of in-kind services to Vida Hariri, City's Project Manager. Analysis of Stockyards signage and parking facilities/spaces • Inventory existing signage and public and private parking facilities/spaces and locate on a map for the Stockyards portion. • Provide a recommended list of cultural, historic, sports, entertainment, and recreational attractions targeted for inclusion in the Project and locate them on a map. • Develop a manual, which includes photos of all existing signs, parking facilities/spaces, and existing attraction spots documenting features, location, orientation, and other neces- sary information for analysis. • Analyze strengths and weaknesses of Stockyards vehicular and pedestrian-oriented sign- age. • Compile recommendations and suggestions of Stockyards interest groups for Stockyards signage by May 2003. Creation of marketing materials • Start three-year marketing campaign by December 2003. • Analyze existing materials and needs. • Coordinate marketing brochure design with Downtown and Cultural District. • Distribute marketing brochures to Convention and Visitors Bureau, Stockyards Visitors Center, Stockyards hotels, and cultural, historic, sports, entertainment, and recreational attractions targeted for inclusion in the Project. Assistance with creating interactive web page and developing final report � Provide parking data and contact information for Stockyards parking facilities to web de- signer. \ 1� • Provide information on Stockyard attractions, public transportation, and other data as needed to web designer. • Provide photos or other graphics as needed to web designer. • Provide assistance as needed for web page. • Provide assistance to Project Manager as needed to complete final report. Securing signage and website design approval from the following committees/boards by December 2003: • Stockyards Station Board • Billy Bqb's Texas Board In addition to project management, City will commit to the following tasks for the Wayfinding Program: • Make available, at no cost to Stockyards, all relevant and/or technical data in the City's pos- session relating to the Stockyards' services on the Project. • Provide prompt notice to Stockyard whenever City observes or becomes aware of any devel- opment that affects the scope or timing of the Stockyards' services or of any defect in the work of Stockyards. • Assist consultant in signage design. • Produce signage design manual. • City installs new signs. � SCHEDULE Date February 2003 February 2003 March 2003 March 2003 May 2003 October 2003 December 2003 December 2003 December 2003 June 2004 Activitv City signs contracts with TxDOT and project partners. City issues RFPs for website and signage design. Federal Highway Administration obligates project funds. City hires consultants for website and signage design. Downtown Fort Worth, Inc., Cultural District Committee, and Stockyards Station complete inventories of existing signs and park- ing facilities. Planning Department and consultants complete signage and website design. Plaruiing Department produces signage design manual. City Council approves signage design manual. Downtown Fort Worth, Inc., Cultural District Committee, and Stockyards Station start three-year marketing campaign. Transportation and Public Works Department completes installation of new signs. � EXHIBIT C HISTORIC STOCKYARDS WAYFINDING PROGRAM FOR DOWNTOWN, THE CULTURAL DISTRICT, AND THE HISTORIC STOCKYARDS STOCKYARDS STATION FUNDING CONTRIBUTION The Project's Funding Sources Federal Highway Administration Downtown Fort Worth, Inc. Cultural District Committee Stockyards 5tation Total Funds The Project's Funding Allocation TxDOT administration fee Website design consultant fee, including maintenance for three years Signage design consu(tant fee Sign production and installation Marketing campaign production cost Computer equipment for website Signage and parking inventories, marketi�g campaign Total Funds Cash $336,300 62,648 15,416 15,416 $429,780 Cash $ 2,500 41,525 I5,000 324,255 25,000 2 (,500 0 $429,780 In-Kind $ 0 93,972 23,124 23,124 $140,220 In-Kind $ 0 0 0 0 0 0 140,220 $140,220 Tota I $336,300 156,620 38,540 38,540 $570,000 Total $ 2,500 41,525 I5,000 324,255 25,000 21,500 I 40,220 $570,000 � City of Fo�t Worth, Texas �✓IJ' Ayar And Caunc�l C,ammun�cAt�an DATE REFERENCE NUMBER LOG NAME PAGE 11/26/02 **C-19365 22WAYFIND 1 of 2 SUBJECT ADOPTION OF APPROPRIATION ORDINANCE AND AUTHORIZATION TO ACCEPT A FEDERAL REIMBURSEMENT GRANT TO EXECUTE A LOCAL PROJECT ADVANCE FUNDING AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION; AND EXECUTE THREE SEPARATE CONTRACTS WITH DOWNTOWN FORT WORTH, INC., CULTURAL DISTRICT COMMITTEE, AND STOCKYARDS STATION FOR DEVELOPMENT OF A SIGNAGE AND INFORMATION SYSTEM RECOMMENDATION: It is recommended that the City Council: Authorize the City Manager to accept a Congestion Mitigation and Air Quality (CMAQ) grant from the Federal Highway Administration in the amount of $336,300 for a coordinated wayfinding program; and 2. Authorize the City Manager to execute a Local Project Advance Funding Agreement (LPAFA) with the Texas Department of Transportation (TxDOT) in the amount of $336,300 for a signage and information system that would direct visitors to destinations in Downtown Fort Worth, the Cultural District, and the Historic Stockyards; and 3. Authorize the City Manager to execute contracts with Downtown Fort Worth, Inc., the Cultural District Committee, and Stockyards Station for the local match of $233,700 ($93,480 cash and $140,220 in-kind); and 4. Authorize payment in the amount of $2,500 from said local match to TxDOT to cover the cost for the state's review of plans and specifications in accordance with the LPAFA; and 5. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations in the Grants Fund by $570,000 upon receipt of the grant. DISCUSSION: The Transportation Equity Act for the 21St Century (TEA-21) established a Congestion Mitigation and Air Quality (CMAQ) improvement program to contribute toward attainment of natural ambient air quality standards by reducing traffic congestion. The North Central Texas Council of Government's Regional Transportation Council awarded CMAQ funds to the City in the amount of $336,300 for a wayfinding program in 1999. A local match of $233,700 is required, for a total project cost of $570,000. The program has three components: Design and implement a signage system to direct vehicular and pedestrian traffic within the three visitor districts. This signage system will provide information about attractions, parking facilities, bus routes, and rail stations; and City of Fort Wo�th, Texas �►�Ayar And Caunc�l Cammun�cAt�an DATE REFERENCE NUMBER LOG NAME PAGE 11/26/02 **C-19365 22WAYFIND 2 of 2 SUBJECT ADOPTION OF APPROPRIATION ORDINANCE AND AUTHORIZATION TO ACCEPT A FEDERAL REIMBURSEMENT GRANT TO EXECUTE A LOCAL PROJECT ADVANCE FUNDING AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION; AND EXECUTE THREE SEPARATE CONTRACTS WITH DOWNTOWN FORT WORTH, INC., CULTURAL DISTRICT COMMITTEE, AND STOCKYARDS STATION FOR DEVELOPMENT OF A SIGNAGE AND INFORMATION SYSTEM � Develop and maintain an interactive website with information about parking, transit, and points of interest in Downtown Fort Worth, the Cultural District, and the Historic Stockyards; and • Conduct a coordinated marketing campaign. The project will be funded as follows: Cash In-Kind Total Federal Highway Administration reimbursement grant $336,300 $ 0 $336,300 Downtown Fort Worth, Inc. $ 62,648 $ 93,972 $156,620 Cultural District Committee $ 15,416 $ 23,124 $ 38,540 Stockyards Station $ 15,416 $ 23,124 $ 38,540 Total Funds $ 429,780 $140,220 $570,000 The City of Fort Worth is the primary contact and coordinator for the project. The City Council's Capital Improvement and Infrastructure Committee reviewed and endorsed this project on November 12, 2002. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon receipt of the grant and adoption of the attached appropriation ordinance, funds will be available in the current budget, as appropriated, in the Grants Fund. CB:k Submitted for City Manager's Office by: Charles Boswell Originating Department Head Fernando Costa Additional Information Contact: Vida Hariri � FUND � (to) � 1) GR76 6183 I 3) GR76 2) GR76 � 1&3) GR76 � 1&3) GR76 � 1&3) GR76 � 1&3) GR76 8042 I (from) � 8045 I ACCOUNT I 451942 488339 488925 5 (various) 533280 533280 533280 CENTER 022302825000 022302825000 022302825000 022302825010 022302825020 022302825030 022302825040 I AMOUNT $336,300.00 $140,220.00 $ 93,480.00 $429,780.00 $ 93,972.00 $ 23,124.00 $ 23,124.00 CITY SECRETARY I APPROVED 11/26/02 I ORD.# 15350