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Home My WebLink AboutContract 28475STATE OF TEXAS § COUNTY OF TARRANT § CITY �ECRETARY CONTRACI� NO. THIS AGREEMENT is inade and entered into this �� day of �� , 2003, by and between the City of Fort Worth, a home rule municipal cor- paration situated in Tarrant and Denton Counties, Texas (hereinafter referred to as "Cit�') acting by and through its duly authorized Assistant City Manager and Downtown Fort Worth, Inc. (hereinafter refened to as "DFWI") WITNESSETH That for and in consideration of the inutual covenants and agreements herein contained the parties hereto do hereUy covenant and agree as follows: SECTION 1. SERVICES Section 1.1 City hereby contracts with DFWI, as an independent contractor, and DFWI hereby agrees to perfonn the services herein described with diligence and in accordance with the highest professional standards custoinarily obtained for such services in the State of Texas. The profes- sional services set out herein are in comlection with the following described project: "Wayfinding Program for powntown, the Cultural District, and the Historic Stocicyards" (hereinafter referred to as "Project"). Bounda- ries of Downtown portion of Project are shown in Exhibit A. Section 1,2 The services to Ue performed by DFWI, shall include the scope of services listed in Exhibit B lttached hereto, incorporated herein and made a part hereof for all intents and pur- poses as it relates to the Proj ect. Page 1 of 11 ��..-..��r�-�- � . _ _.,.. . ..�,.-� _ �� U��r Ai��ad ° C'�� ° � �� t_-_ � ��`��+�� , I�'�1(�>>I��i�� , 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 Stocicyards visitors in finding destina- tions 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 effi- cient transportation, and create a clean, attractive city by installing appealing signage and possi- bly reducing or combining some existing 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 attractions, 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 marlceting 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 re- quires a local match of $223,700.00. DFWI's monetary contribution shall include cash and in- lcind services in the amounts listed in Exhibit C. All cash contributions by DFWI, as listed in Exhibit C, shall be paid to the City by no later than November 1, 2003. Page 2 of 11 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. DFWI 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 malce available to DFWI for use in performing services hereunder all data in City's possession relative to the Proj ect. SECTION 6. PROGRESS REPORT Section 6.1 DFWI shall submit monthly progress reports to Vida Hariri, Project Manager, City of Fort Worth Planning Department. SECTION 7. TRANSFER OF AGREEMENT Section 7.1 DFWI 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 the DFWI fail to remedy any breach of contract within 14 days after written notification to the DFWI 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 Page 3 of 11 the DFWI 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, DFWI shall immediately 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 DFWI, 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 DFWI covenants and agrees that it will perform the work hereunder as an inde- pendent contractor, and not as an officer, agent, servant, or employee of City. DFWI shall have exclusive control of and the exclusive right to control the details of the work performed here- under, 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 DFWI, its officers, agents, em- ployees, contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and DFWI. 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 DFWI, its officers, agents, employees, and subcontrac- tors for the accuracy and competency of the services performed under this Agreement, including but not limited to surveys, designs, worlcing drawings and specifications and other engineering Page 4 of 11 documents. Such approval shall not be deemed to be an assumption of such responsibility and liability by City for any negligent act, error or omission in the performance of DFWI's profes- sional services or in the conduct of the duties listed in the scope of services listed in Exhibit B. SECTION 10.2 DFW, INC.� 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 EMPLOYEES oF DFWI, OR SUBCONTRACTORS� AND ALL PERSONS PERFORMING ANY PART OF THE WORK AND IMPROVEMENTS WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT� ERROR OR OMISSION IN THE PERFORMANCE OF DFWI'S PROFESSIONAL SERVICES OR IN THE CONDUCT OF THE SCOPE OF SERVICES LISTED IN EXHIBIT B. DFWI SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST CITY AND ITS OFFICERS� AGENTS, SERVANTS, AND EMPLOYEES� OR ANY 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 DFWI 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 DFWI agrees that all consultants hired by DFWI 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 coverage 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 furnished to City prior to the consult- ant beginning work and contain the provision that such insurance shall not be canceled or modi- fied without thirty (30) days prior written notice to City. DFWI shall notify City within ten (10) days of any modification or alteration to such Professional Liability Insurance. Page 5 of 11 SECTION 11 RIGHT TO AUDIT Section 11.1 DFWI agrees that City shall, until the expiration of three (3) years after final pay- ment under this Agreement, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of DFWI involving transactions relating to this Agreement. DFWI agrees that City shall have access during normal working hours to all neces- sary DFWI facilities and shall be provided adequate and appropriate workspace in order to con- duct audits in compliance with the provisions of this section. Section 11.2 DFWI 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 intended audits. SECTION 12. SUCCESSORS AND ASSIGNS Section 12.1 City and DFWI 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 Page 6 of 11 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 i�s Assistant City Manager and attested by its City Secretary and Downtown Fort Worth, Inc. also has properly executed this instrument in quintuplet copies each of which is deemed an original. EXECUTED in the City of Fort Worth, this p�� day of 1' `�/� , 2003. CITY OF FORT WORTH By�� - � - C d � � 1 Assistant City Manager (�� APPROVED AS TO FORM AND LEGALITY David ett, City Attorney B � r � ra�.� r .c., � Assistant Cit�ttorney DOWNTOWN FORT WORTH, INC. : �� . . Kenneth Devero, President Downtown Fort Worth, Inc. Page 7 of 11 ATTEST: i� �r� � By: � °"� 1 � �� ;� ��.. ��-�� + ,r-_ _ Gloria Pe�rson City Secretary APPROVAL RECOMMENDED: BY� � '�.�—,1� (�L_ Fernando Costa, Director Department of Planning ��_ ��,��, 'j f:ontract Authorization ,� _ _ _ I_I_ � �.�'_ _.. _.__ [�� uG�'I��l1�7c''�ii (�'?Ir��r�(�1i� ��_- d � � �. ,f �., � �i -��-„�,.,�,� .� �;�� c�[?,C,1,(��;�i�„�ii;,� Cr�4�,1;�'�� ;;��;j;;� ��j;;�>� EXHIBIT A DOWNTOWN FORT WORTH, INC. WAYFINDING PROGRAM FOR DOWNTOWN, THE CULTURAL DISTRICT, AND THE HISTORIC STOCKYARDS BOUNDARY MAP, DOWNTOWN PORTION �� (/ �, �� -; �- f �� 1� II�� im�� ! (--��==�-T':� � r.�:¢t11]Tl [I]l� /_..� �i��[�7 �I Page8of11 EXHIBIT B DOWNTOWN FORT WORTH, INC. WAYFINDING PROGRAM FOR DOWNTOWN, THE CULTURAL DISTRICT, AND THE HISTORIC STOCKYARDS SCOPE OF SERVICES Downtown Fort Worth, Inc. will commit to the following tasks for the Wayfinding Program: Management of Downtown portion of Wayfinding Program • Schedule and coordinate meetings of Downtown Transportation Management Organiza- tion (TMO, the entity that will oversee the Downtown portion of the program). Meetings will be held at least monthly during the duration of the project, which is anticipated for one year. • Coordinate all activities with the City's Planning Department. • Assist in coordination of ineetings with Historic Stockyards and Cultural District, antici- pated to be quarterly during the duration of the program. • Submit monthly records of in-kind services to Vida Hariri, City's Project Manager. Analysis of Downtown signage and parking facilities/spaces • Inventory existing signage and public and private parking facilities/spaces and locate on a map for the downtown 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 Downtown vehicular and pedestrian-oriented sign- age. • Compile recommendations and suggestions of Downtown TMO for powntown signage by May 2003. Creation of marketing materials • Start three-year marketing campaign by December 2003. • Analyze existing materials and needs. • Coordinate design with Historic Stockyards and Cultural District. • Complete design and coordinate printing of materials. • Print at least 20,000 marketing brochures and distribute them to Convention and Visitors Bureau, Downtown 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 powntown parking facilities to web de- signer. Page 9 of 11 • Provide information on Downtown 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: • Downtown Transportation Management Organization • Downtown Fort Worth, Inc. Board In addition to project management, City will commit to the following tasks for the Wayfinding Program: • Make available, at no cost to DFWI, all relevant andlor technical data in the City's possession relating to the DFWI's services on the Project. • Provide prompt notice to DFWI whenever City observes or becomes aware of any develop- ment that affects the scope or timing of the DFWI's services or of any defect in the work of DFWI. • 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. Planning Department produces signage design manual. Downtown Design Review Board and City Council approve signage design manual. Downtown Fort Worth, Inc., Cultural District Committee, and Stockyards Station start three-year marlceting campaign. Transportation and Public Works Department completes installa- tion of new signs. Page 10 of 11 f F EXHIBIT C DOWNTOWN FORT WORTH,INC. WAYFINDING PROGRAM FOR DOWNTOWN, THE CULTURAL DISTRICT, AND THE HISTORIC STOCKYARDS DFWI FUNDING CONTRIBUTION The Project's Funding Sources Federal Highway Adnunistration Downtown Fort Worth, Inc. Cultural District Committee Stockyards Station Total Funds Cash $336,300 62,648 15,416 15,416 $429,780 In-Kind $ 0 93,972 23,124 23,124 $140,220 Total $336,300 156,620 38,540 38,540 $570,000 The Project's Funding Allocation TxDOT admuustration fee Website design consultant fee, including maintenance for three years Signage design consultant fee Sign production and installation Marketing campaign production cost Computer equipment for website Signage and parking inventories, marketing campaign Total Funds Cash $ 2,500 41,525 15,000 324,255 25,000 21,500 0 $429,780 In-Kind $ 0 0 0 0 0 0 140,220 $140,220 Total $ 2,500 41,525 15,000 324,255 25,000 21,500 140,220 $570,000 Page 11 of 11 City of Fo�t Worth, Texas n✓I,�Ayar And Caunc�l Cammun�cAt�an DATE REFERENCE NUMBER LOG NAME PAGE 11/26/02 **C-19365 I 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 I��i ►�7�1►�il�l►nt��[!LB 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 Fo�t Worth, Texas �✓1�' 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 8045 6183 8042 I FUND � (to) � 1) GR76 I3) GR76 2) GR76 � 1&3) GR76 � 1&3) GR76 � 1 &3) GR76 1&3) GR76 (from) I ACCOUNT I 451942 488339 488925 5 (various) 533280 533280 533280 CITY SECRETARY CENTER AMOUNT 022302825000 022302825000 022302825000 022302825010 022302825020 022302825030 022302825040 $336,300.00 $140,220.00 $ 93,480.00 $429,780.00 $ 93,972.00 $ 23,124.00 $ 23,124.00 APPROVED 11/26/02 ORD.# 15350