Loading...
HomeMy WebLinkAboutContract 27190, �: . CITY �EC�ET/�RY . � � ' CONi�ACi �6� . - — - - COI�TTRACT FDR I1�YPRO�E11�E1�TT� AND/QR �ER�7ICE� II�T TH� FEDRT ��RTH PUBL�C IIVIPR�VEI�rIE1�T DT�TR�CT 1��. 3� FOR FI�CAL YEAR 20d1d�00� STt�TE OF TE�� � CQ�7PTTY �F T�►RRA1�T � ��, on October 16, 2001, th� City Council of the City o� Fort ViTorth, Te�.s, adopted a Resolutian� which est�blisk�ed a publi� iumpravement district under Chapter 372, Loca1 Governme€�t Code, w�ch district is known as t�e Fort Worth Public Improvement District No. 10 (the "District"); and �+�+t�x�:AS, the City of Fort Wnrth (the "City") is authorized to util'sze the District to undertake improvements ar�d/or services that confer special benefits an the part af the City within the District; a�d WHEREA�, the City Council is authorized to �e�cry and cQllect specitat assessment� on properiy in the District, based a:n #he special benefits conferred by the irnprovements anci/or services, to pay the cost o� s�tch improvements a,�d/or services; and V�►'HEREA�, the City now des�res to enter into a contract for certain impro�ements and/or servi�es in the Dis#.�ict %r the period from �ctober i, 2001 to September 30, 2002, which improv�ments and/ar servi�es shall consist of a managem�n# program, a rr�aintenance and landscapit�g program, a prornations program, a marketing prngram, a security program, ant� a transportatian and pa�rking program; an.d �VHEREA�, such improvements and/or services ca�stitute a supplement to s�andard City services and an added increment of service #o ensure the continued high quality af maintenance in the District and tv pravide other spec�ial benefits and services wl�ich will e�ce the vitality and quality of the dovmtowrt area; and �HERE�S, Downtowri Fort Worth, Isic., has offered to a�sist the City by providing, furnishing or per%rming the aforesaid impravements andlor seivices; and �HEREA3, the City and Downtnwn Fort Worth, Inc., mutua,lly desue �o enter a contract whereby, £ar the consideratian siated below, Downtown Fart Wortt�, Inc., will provide, fi�rnish or perForm such improvernents and/or services as further detaaled herein; ���, ��o�. That, for and in consideration of the mutual covenas�ts, promises and agreements confained herein, the City of Fort VL�orth, hereinafter re%rred to as "Ci#y" acting by and through Charles R. Boswell, its duly authoxizet� Assistant City Ma.nager, and Downtown Fort Worth, Inc., ���� ��'��Y���� — �o ----�-���b� �� a T�xas cvrporation, hereinafter referrad ta as the "Contractor", acting bp and through Greg� Upp, its duly authorized Chairman, do hereby ca�venant and agree as fallows: L Enga�ement o� Cantra,Ftor The City hereby engages the Cantracxar, and th� Contractvr he�e�by agrees, ta provide, fi�rnish or perfc�rm the improvements and/vr services to b� �r�vided in the Fc�rt �Vorth Public Improvement District Nc�, 10 (hereinafter ca,lled th� "District"'}, �,s described in tlus cantract and a11 �ttachments hereto. II. Sco�e of Sezwices bv� Coq�ractor The over�ll scope and appz�oacl� of the improvements and/ox services to be pro�uided, fi�rni�aed or p�rformeri by the Contractar are mare fully set forth in the Dist�ct's 2001-2002 Budget and Secr�ice P1an whi�h is o�n file in ti�e affice af the City Secretary of the Gity of Fort Warth and is inca�pnrated herein �y reference �or all pur�aoses. 5uc� imgrovements andlor sefvices shall consist o�the follawing: A. Maxta�ement Proaram The Contractor sball provide t�e iallow'ssig administrative and management servic.es for op�r�.tion of the Disfrict: 1, Providing the staffand administrativ� serv�ces which ace necessary to supervise t�e da�y services a�d public space management provided by the District; 2. Pro�iding managemer�t, financia.! and pragram monitoring systems for operation of the Disirict; 3. Providing requ�red reports to the City conceming operation of the District; 4. Providin� st�.ff for administration and management of the District; S. Recnuting, hiritzg, gaying and supervis�g the u�ark farc�, which the Coz�tractor Qvil]� utilize ta furnish services in the District; 6. Providin�g • offce space for the Cant�ractar's a.dm�inisfirative and ma.r�agement personnel and an aperations center for the Contractor's employees and equipment, if necess�ry; Z �' 7. Recommending actxans and guidelines, w4�ich the Gity of Fvrt Wc�rth could take to regulate vendin�g activities, vutdoor ca£es, kiosks and information booths and ia coardinate the use of the public s�ace� in the Dis�rict to maximize the contribu�io� of activities and events; 8. Pravidin� staf� ta partlGipate in privat� or public meetings c.oncerning aperation af ti�e Distr�ict; 9. Providing liaison between the District, City, property owners, inter�sted persons and groups to ensure succ�ssful opetation of th� D�strict; 10. Adrninistering and supervising services in the District, which ar� prvvided di�ectly by the Contr&ctoc, 11. Entering cantracts with subco�ntractors to provxda Zandscaping, street cl�aning, sidewalk cleaning or other services which the �ontractor �leets to provide ihrough subcontract; 12. Supervising and monitoring the performance of SU�COA1iSCtQIS wham are employed by the Contractor; 13. Pravid�ng assistance to the City Planning Department conceming use of the Distri.ct to complement dovvnto�vn planrting propQsals �nnd proj�s; 14. Assisting th� City in brie�ng devalapers and property awners cancerning proposed ac#ivities and projects, which would complement private develvpment activit�e� in the District. Plaza.s, .landscaping, street furniture and ped�striasi bridges are examples af suc� projects; 15. Functi�ning a� the InfarmatianlComplaint Cent�r �or all rnatters relating tn apera�ion of the District and advising the City in a timeiy manner of any problems with City-owned equipmerrt vr f�cilities in the District. B. Maintet�ance ax�d �,andseanin� Pra�ram L Tbe Cantractvr shall provid� the fpllawin� maintenance services in the District, either directly c�r tbraugh a subcontractor: a. Sweep the streets within the District at least two days a wee�. b. Sweep and/or high-pressure hot water wash all s�dewallcs within the District on a rregu�ar basis as frequently as necessary to l�eep the sidewa�s in a clean, stain�-free and txas3�-free condition. 3 c. In additian tQ tha City's regular ancera-day psckup of trash firom receptacies in the Dis�rinct, make any other pickups which are necessary to ensure tkt�.t the rec�ptacles in the District have ad�quate capacity remaining at a11 times. d. Remove litter from sidewa�ks and str�ts in the District in a time�y and e�tcient ma.tuner. e. Regularly clean street furniture in the District, includ'uag benche�, drinking fvuntains, street pla�tsrs, pedestrian lighting, t�lephone and kiosks. f. Rernove ice and sno�v fram sidewallcs in the k�igh�. use pedestrian ax-ea� of the District by applyutg City-ap�roved chemica� de-icers as practic�l ta maint�in free passage o£ pedestr�ans vn the sid�walks. Removal of ice and snow in the describ�d area wil� be undertaken, unless the weather ca�diiions are so severe that complete removal of icc cannot be accomplished in a prac�ieal and tiraaely manner. ('The City sha11 continue to be responsible for snow and ice remaval, if any, on the str�ets.) 2. The Contrac�or s�ali prQvide t�e follQwing laradscaping services in the District, either directly or through a subc�t�tractor: a. Maintain C�ty-owned lanciscaping ua the District {excluding tree a,nd shrub replacements and lasidscaping in City parks) including: (1) Watering {2) Fertilizing (3} Inspection (4} Pruning (Sj Treatment of waunds (6} Disease control (7) Insect control b. Care ftir and beautify ahrubs, t�rees, decorativns in a11 public City-owned planter baxes in #,�.e D�strict except in parks. The Ct�ntractor will ;replace all dead plants regularly. c. The Contractar shall report ai� plumbing prablems to the City Manager's offic� which shall repart tt�e san�e tn the apprapriate City departments for timely correction. d. T�e Contractor shall reimburse the resulting from negligence vr abu�e nf Cit Ca�tractar, i#s agents, servar�ts or employees. City or pay directiy for any repairs y electrical or plumbing �aciii�ies by 4 e. The Contractar sha11 pay for or coordinate a cooperative arrangemen# with the Ciiry for supplemental utility u�age for landscaped areas, and sha11 pay For all water usage for irrigat�on of p�anter baxes. f. The City shall arrange for a�neter to be issued to the Contractor to permit the Contractar to remove water frvm fire.hydrants in the Distr�ct. Su�h meter shall b� issued by the City und�r the same terms and conditions as such meters are customarily issued ta other Contractors. g. The Contra.ctor shall advise the office of the City 1Vlanager in a ti�mely manner of the ne.ed for capital improvements, replacements, repairs and retacatians of street furniture in i�e Dis#rict_ h. The Contractor shall coa�erate with those who are authorized by the City to pravide audit and legal services to the District. C. Promotions Pro� The Contractor shall promate, supervise and caardinate various activities and events in the District so as ta pravide a more active, in�eresting and v�.ried environment. These services sha11 include: D�ectly producing, promoting and supen+ising a number af major fesfi�vaLs and events wit�n t�e District. Ap�roximately one-�ialf oi the activiti�s will be conducted in pubiic spaces and the other one-half will �� conducied im privatet�+ owned "semi-pubfic" space such as plaz�s and mall areas. Activities will range from jazz, classical, �nvestern and contemporary concerts to qua�ty �.rt exhibits and demonstrations of consumer prod�ets, etc. The contra�or will encaur�ge the use of volunteers far the staffing af such ac��ities and will attempt to leverage funds for interested businesses to provide the activities; 2. Caordina.ting public events and activities in the Di�trict io :minimize scheduling cor�flicts and m�cirnize the benefrts of �ach event or activity; 3. Promoting, supervision and caordinating major down�own seasonal proinoizanai events, which are s#rongly oriented tov�ard retail shoppers. Such events will inciude assuxning t�e responsibility for pr�sentiu�g the annual Pa,rade of Lights. The Cont�ractar will pro�ride staff to organize these events and wii� encourage the use o£va�unteer sta�'ing iOT SUG�i eventS; �}. Monitoring and ev�uating a� major ev�nts ut the District to improve the quality nf the events and to meet changing ne�ds in the District; 5. Setting up a system to coileet data about each event a�d activity in ihe District. Tr�formatian collected shall include i�e number and iype of peopl� attending, costs, peaple's respo�s�s to the ae�ivities, probletns �ncountered and other informatian useful in ptanr�ing £�xture events; D. Marketing Pro�ram The Contra�or st�all provide a marketing program, which staall include the fvllowing seivices: 1. Developing communications vel�icles to reach downtown workers, surrounding neighborhood,s, and the convention and visitors mar�Cet; 2. Seeking a wide vanet�+� of inedia exposure far th� District; 3. P�acing both public service and nonprofit ads ta maintain a positive image af the District xn the public vi�ew; 4. Seek addition�l funds to suppari the efforts af the Distriet; �. Cooperating and communicating vvith businesses in the District, th�; Chamber of Cammerce, th� City of Worth, the Fort Worth Transportation Authority and the Convention and Visitors Burea�; 6. Evaluating existing data and obtaining new data to build �, reliable in%rnaation base about the District and its rnarkets. E. Sec�titv Pra�ram The Contractor shall �rovide %r an increased level of security presence in the District in #�e follawing wa�s: 1. Actang as a 3iaison wit�i the City concemang the need for a bike p�trol arsd mau�ted patrvl presence in th� District; 2. Ac�ing as a liaison with the City concernimg the need %r police cnuser patrals in the District; 3. Assisting tha Police Department in establishing a Crime Prevention/Public Relations program designed to iumprove the sec�rity image af th� Dist�ct and ta reduce cri.me; 4, Promoting opiitnum coordiu�iion between private security departmenta in #he District and the Police Departm�nt �o gai� the highest levet o£ security presence possible; 5. Providing increased parking garage and parking lat secarity as needed through a safety inspection program ta be operated by �he Coniractor and the Police Depart�ent; � and, when necessary, requesting palice surveillance o� particular garages or lo�s on a 5�'l01i #eTCri 1}&SiS; 6. Advising the City conce:r�ng the need far nncreased park security thraugh foot and cruiser patrol an a caardinated basis. F. Transnarta.tion and Parkin� Prct�am The Contraci�or shall �.ssist the Ci�ry in impro�ing circulation and parking in the Distr�ct in the following ways: 1. Imp:roving access into the District by cooperative promotion of the T and Rideshare; 2_ Improving ci�culation in i�e Di,strict by working with the City to im�rave par�g Iot signs and point of interest sigis; 3. Impro�ing transportation and a raund dovtm�own by providing a for�rn for discussing, planning and deciding tran�portatian issues; 4. Imp�oving �e image of parking and tran�it in the District by cooperating with the T and th�: City in the prom�tian nf parking lots and mass transit service; 5. Assisting in tl�e planning of motiifications or improvernents, which wou�d enhance the operatians of free zane, bus service in the D�stri.ct. Particular attention r�virl be mads to routing and #he integration af bus stnps into public space activity centers. The Contractar shall cornm�nce, carry on and provide such improvements a.�d/ar service� with a!l practicable dispatc�, ;in a sound, economical and efficient mat�ner, in accardance with thi�s con�ract and its attachments and all �.pplicable laws. In praviding such im�rovements anci/or servic�s, the Contractor sha11 iake such steps as are a�propriate to insure that tb�e worlc involved is properly coordinated with Xelated work be�ng performed by the City. The Contra�ar represents tl�at ii has or will secure at its own expense all materials, supplies, mac�ery, equipment, tools, supexivat$!ndence, labar, �ersannel, insurance, and o#�er accessories and services necessary to provide such im�rovetne�ts and/or services in accarda�nee with the requi�-ements of the annua[ Budget and Service Pla�, The Contractor's personnel sball not be ernployees af or considered under any contrac#ual rsiationslup with �e City. Unless otherwise sp�cific�.ly pxovided herein, a1� of the improvemen#s and/or servi�es required hereunder will bs �erfarmed by the Con.tractor or its subcontr�.ctors, and a11 personnel enga,�ed by the Contractor shail b� fully quali�ied ta peaform such imprav�ments anrVor services. 7 III. The Citv's �luties and Res�ponsibilities A. The City sk�all provide the following services in ca�ection with operation of the District and with the per�orrnance of this cantract: 1. Levying and coll�Ctin� assessmen�s and recording the same in a separate revenue account; 2. Ma�ing payments �a the Contractar from special �,ssessment revenues; . 3. Maintaining the existing level af services which the City currently provides in the District, either directly or by paym�nt(s) in lieu thereaf; 4. Maintaining complete and detailed records concerning any expenditures of special assessment revenues, wiuch are rnade througl� Ciry departtnents, boards or agencies; 5_ Prom�lgating rules and regu[ations pertaining io the use af the public space in the Di�strict after receiving the Contractor's ad�rice and a.ssistance; 6. Retainiu�g and expe�ding revenues from special assessments, penalties, interest and inves�ment income thereon in the District; 7. Preparing an annual report of delinquent property assessments and liens thereon to be �led in the County Clerk's of�xce; S. Mak�ng regular reports ta the Contractor concerning delinquent assessmen#s and mal�g billings ther�on as necessary; 9. Produc�.g a� annual assessmen# roll of pt-operty owners and property within the Distric#. B. , The City aha11 have no financial obligation to the District other than l�vying and collecting tha assessments Ievied by the District, excep� as provided in Paragraph 3 above, paying the assessments an City praperty in ihe District, and paying for impravements and/or sen+ices that the Contractor performs in the District, subject, �owever, to the provisions of Section VI �nd VTI hereof. � �,rnendrnents to Contract This contract shall not be co�sidered to be modified, altered, changed or arnended in any respect unless the same is done in writin� and is signed by both parties. 8 �l, T�rm The initia3 term of this eontract will be £or a period beginning October 1, 2001, and terminating September 30, 2d02. This cantract may be e�ended up to Four additional one-year terms upon mutuat agteement of bnth parties. Any e�ctensians shall be authorized by the Fart Worth City C�uncil on an annual bas�s. The compensation for contract extensions may b� adjusted in accordance with the annual Budget and S�rvice Plan approved by the City Council. The agreement between both parties to ex�rcise the e�ctenston option mu�t be eompleted at least thirty (30) days priar to the end afthe current contract term. VI. �t��nts to Contra�e#or A. The City shall pay the Contractar mont�y in advance �for perfomaance of the work as hereimafter pr�vided. At the beginning of each mo�th, the Contractor sha11 send the City an i�voice detailing the improvements and/or services to be perFormed during that month. Upon approval af such invoice and the improvements anc�/or se�vices to be pecformed, the City shall, wi#�rin ten (10) working days, pay t�e invoice. . B. The Contractor shall make a montkaly wark report to the City Manager or his des�gnated representative. This man�hly report shall detail all of the Can�aractor's significant work activiti�s during the �receding manth.. The format of the report ��all be in a form t�iat is mu�trally agreed upon by the Contractor and th� City Manager. The report shali be due on the fifteentl� (15th) working ciay of the month. Payments to th�e Contractor may be u�ithheld if the �nc�nthly report is not recei�ed. The City Manager o�- his designated representa�i�re shall �ave the right #o verify that the report is cornplete and accurate. C. Totai revenues and pa�ments ta the Cantractor sha11 consist of the fc�llawing amaunts shown be�ow far the foll�owing impravements andlor services, which amounts are based vn the cost of twelve (12) months af wor�: Revenues Con�ractaal (Dther To#al Cost of fi°om Pay�nents Revenues Improvemnts �1.ssess�nents from City �erv�ces FY 1999�40 i�) ��� Maintenance and Landscaping Managernent Pragr�sn Totals $33,368 -0- $33,358 9 $1,020 $1,02d 57,362 2,512 $59,874 $91,75Q 2,512 2 3 $94,262 Note 1 The $1,020 is for assessments against City property. Note 2 The $59,874 includes revenue to be coiiected by the Cantractar from others, including $7,352 from "The T" �or contract services. $52,522 is from re�enues to be generated by the �nprovement Distract No. 1. The City is not resgonsible for payment of the $59,874 to ihe Contractor. Note 3 $9�4,262 is the tatal cost of all programs. The City shall witl�hald $2,500 from assesscnents as its admir►i.strative fee for services provided to the District, Payments &om the City to the Cantraetor under t�is cantr�ct shall, con�sist oi $3a,868 from assessments ($33,3�8 less th� $2,SOb administrative Fee). The r�mai�ing balanc� of $59,874 is revenue, wluch the Contractor will raise and spend an tt�e programs. The City is nat re�ponsible far paym�nt ofth� $59,87� to the Contractor. In the case of auy improvements and/ar services, which the Contractor daes not provide throughout the entire (12) month term a�' the contract," the Contractor shall receive a pro rata payment to co�er only the manths when such iumprovements andlor service were actually pro�vided. C%� �vailabilitv of Funds If the $30,868 in Gity revenues referred to in Section Vi. C. abave is not availabfe or is insuff cient for �he City to ma.�ce tiie paym�nts due hereunder, the City will immediately natify the Contractor of such occurrence, and this contract may be terminated by the City on �he last day af �he monih foz� which fiz�ds were available without penalt� ar expense to the City of any kind whatso�ver, except as to the portions of the payments hereiun agx'eed upon for which funds are available fram special assessments or sufficient fixnds are no� ava�lable, the City and the Contractor may meet and negotiate an amendrnent to this contract so that the scnpe of improvement� and/nr serv�ices to be provided by the Contractor wi� correspond to �he amount of available funds. - �I Pu6�Ave�i�nce and SaFeiy A. The Contractor shall o�serve City ordinances relating tp obstructing str��ts, ke�ping alleys or other rights-of-way open and �rotecting same and shall obey all laws and City ordina�ces contralling or limating those engaged in the work at�d s�hal1 caordinate with the respectiv� City de�art�ments con�erning same. B. The Contractar shall perForm its duties in a manner that wii� cause the least inconvenience and annoyance to the genera[ public and the property owners. Contractar wi11 exercise every 10 necessary precaution for the safety af the praperty and the protectian af any and all persons a�dlor prop�rty located adjacent to ar making passage through said property. � �ht o� CDwnershiq All permanent public facilitiEs and equipment owned by City within ti�e Fort Worth Public Improvernent Dis#rict No. 10 sha�l remain property of City, and such praperty cannot be dis�osed af by Contractar without the express written consent of City. Ei� Discriminati� bv Cnntractor A. The Contractor, in the execution, perfarmance or at�empted perFormance of this eontract, will nat discriminate against any person or persons because of sex, race, religivn, calor or national origin, nor will tl�e Contractoar permit its officers, agents, employees or subcantractors to engage in such discnmiz�a�ian. B. This cantract is made and entered into with reference s�ec�fically to the ardinances codified at Chapter 1'�, Article III, Division 3("Emp�oyment Practices"), af the City Code of the City of Fort Worih, and the Contractor herehy covenants and agrees tha.t the Contractor, its officers, agents, em�loyees and sul�contractars, ��,ve fi�i�y comp�ied with all provisions of sama and that no etnployee or applicant for employment has been discriminated against under the terrns af such ordinances by eith�r the Cantractar, its officers, agents, ernploye�s ar subcontractors. 7�I. f'omnlia�ce with the Citv'� Minoritv/V�Qmen Bvsiness.Enterar� Urdinance The City has adapted a goal-oriented progratn for the inclusion of minarity and women business entexprises (�V�/WBE} in City contracts th�rough Q�rdinance Na. 13471, as amended. The Cnntractor has c��ni�tted to meeting a 2S% MIWBE goal on this praject. The total of the dollars budgeted in this cantract for Maint�nance/Landscaping will be used to determine th� ac�i�veinent of tt�e percen�age goal on the project. Compliance by the Contractor with the gnal andJo:r procedures outlined in the Ordinance is mandatory; failure by the Contractvr to comply with suc� }�rocedures shall constitut� a breach of this con.traet and s��t be grounds for termina#ion by the City. 1� XII. Contractor Liabilit_y_ Th� Contractor shall assume full liability for any damages to any public or private praperty, which is due to the negiigence ai Contractor, its subcontra,ctors, agents, permittees or assigns, r:�ll� Per�onai Lia6iliiv of Pu61�c offrcia�s 1Vo employee of the City af F�rt Warth, nor ��r other agent of th� City, shall be persanally responsible iar any liabi�iiy axising under ar grawing out of �he contract ar operations of the Contractar under the �enms oftksis contract. 1 ��'� Cit� l�Tot Liable far I)e1�Y It is further expressly a�reed that in no event shall the City be liable or responsibl� to the Contractor or an� other person for or on account of any stoppage or d�lay in the wor� herein prav�ided for by injunction or atb.err legal or equitable proce�dings, or from or by or on a.ccount of any delay for any cause over which �he City has no control. I��. Iademnif cation A. The Contractor covenant� and agrees to, and daes hereby, indemni£y and hold harmless and defend the City, its oi�icers and emplayees, from and against any and all suits or c�aims fnr d�mages or injuries, s�clud�g death, to any and all persons or property, whether real or asaer�ed, arising nut af ar in co�nection with any s�egligent act or amission on the part ofthe Contractor, 'sts officers, agents, servants, employees or sul�contr�ctors, and the Contraetor does n�reby assume all liability and responsibility far injuries, claims or suits for the �amages to persons ox property, of whatsoever ��nd or character, whether real ar asserted, accumng durit�g or arising aut of the performance af this contract �s a result of any negligent act or omission on th� part of the Cont�-ac�or, its a�cers, ag�nts, servants, employees oe subcontractors. SuCh indemnification shall include Worker's Compe.�sation claims of or by anyo�e w�iomsoever in �ny way resulting from or arising out o£ tib:e Cantractar's work, services and operations in cox�nection herevv�t�, inc[uding operations of subcoatractors, if any, and the acts or omissions of employees or agents of the Con#ractor. B. Cantractor shall likewise iuidernnify and hold ha,rmless the Ci�y for at�y aind all injwy or damages to City property arising out of or in cnnnectian with any and all neglig�nt acts or 12 omissions of Contractor, its officers, agents, emp�oyees, contractors, sub�ontractors, lice:nsees orr :�nvitees. C. Insurance caverage specified herein cons�itutes the rninimum r�quirements and said requirements shall in no way lessen or limit the liability of the Contractor undec the terms of tlus Contrac�. The Cantractor sha,ll procure and maintaim, at its own cast and expense, any additiortal l�inds and amaunts oiins�rance that, in iis own judgment, ma.y be necessary for proper protection in the pros�cution of its work. � �VI. Ind��endent co�tractor It is expressly understood and agt'eed ti�at Contractar sna.� p�rform all wark and services described herain �s an iitadependent con�-actor and not as a.n officer, agen�, servant or employee of the City; t�at Contractor shall hav� �xclusive con#rol of and the exclusive right to control the details oi the services and work perfarmed hereunder, and all p�rsons performing the same; and shai� be solely respQnsible for the acts and omissions of its officers, agents, employees, contractors �nd subcontractars� that tY�a doctrine of respandeat superia�r shall not apply as between City and Contractor, its officers, agents, ennployees, cont�ractors and subcontractors; and that nothing herein shall be coz�stnxed as creating a partn�rsbip or joint enterprise between City and Contractor. No person performing any of the work and services described hereunder sha� be considered an officer, agent, servant ar emplayee of the C'sty, XVIL Insurance The Contractor �all no# com�nence work under this contract until it has obtained all t�:e insurance required under the contract and such insurance has been approved by the City. Contractor shall be resp�nsible for delivering to t1�e City the Contractor's certificate of insurance for approval. Contractor ahall indicate on t�e certificate of insurance w�ether or nat its insurance covers subcnntractnrs. The insurance coverage required herein shall include the coverage of all subca�ntractors; or such aubcontractors shall pro�ride to Contractor documentation of insurance reasonably equivalent to that required of the Cantractor, according to ihe lia.bility exposu:res related to the subcaz�tractors' services and/or materials. A. WORKERS' COMPENSATION INSIJRANCE: The Con#ractar sha� maintain, during the life of tlus contract and any extension period, statutory Workers Compensation Insura€ice on all o£ its employees e�gag�d in work under this contract and for a11 subcantractors unless s�xch �ubcontractors maintain their own Workers' Compensa�ion Insuranca. B. CQNIlI�IERCIAL GENERAI, LIAB�I.ITY INSiJR.ANCE: The Cos�tractor sha11 procure and m�ntain during the li£e of this contract and any �xter�sion period, a cammercial general liabili�y �surance policy in the amount ofless than $1,�OQ,QOp.OQ covering each occurrence with 13 an aggregate limit of $2,OOa,000.00. Such policy� shall be endorsed to name t�e City as an additional insured. C. AUTOMOBILE IN�UR.ANCE: The Cantractor sha11 proeure and maintain, during th� li% of this contract and any e�ensive period, a comprehensive bodily injury and property damage automobile liability policy �n the amount not less than $1,00(},000.00 �or each accid�nt. This �o�icy sha�1 cover any au#amobile useci within the scope of this contract Such policy shall be endorsed to name the �ity as an additional insured. D. CRIIi�E IlVSURANCE: The Contractar shall main#ain an insurance policy having a mi�imum limit of $50,000.00 per loss to cover money and securities �o:r which the Contrac�or is coniractuaUy ancUor fiscally responsible. T�e policy sha.11 provide the follarving changes: Employee Dishonesiy. Z. Theft, Disappearance and Destruction af Money and Securities. E. PROFES�iONAL LIABILITY iNSURANCE: (for errars and omissions}: The Contractor shall maintain an insw-ance policy to cover prof�ssional liability expasu�es related ta Section II{Scope of Services by Contractor), Paragraphs A thraugh F. Such insurance policy shall be maintain�d at a limit nf not less tha�n $250,000.00 for each claim. F. SPECTAL EVENTS LIABILITY INSURANCE: The Cvntractor shall maintain coverage under a li,ability insurance policy for events Contractor halds and/or sponsars. This insur�nce cav�rage may be included under the Corn�riercial General Liability insurance policy af Contractor if clea�rlp�endarsed thereon or under a separate palicy. The minimum limit of coverage for special events shall be $1,OOQ,Oa0.0U per occurrence. Contractor shall, as appropriate, require holders af special events for which Contractor is res�onsible ta maintain liability insurance £or re�pective events anc} require such event �olders to provide Contractor v�tl� eertification af insurance af the a%rementioned �imit, or, at a min�mum of $504,Oa0.00 per each occurrence. G. LIOU�R LIABTLITY IN5UR.ANCE: Contractor shall maintain an insurance p�licy at a limit of not �ess than $SOO,OOO.QO £or ea.ch common cause (claim} as excess and/or primary cav�rage for events fo:r which the Contxactar is responsible. Cantractor shall require event haldecs to maintain such insurance for res�ective even#s when event holder(s}. Commerciai General Liability insurance dnes not cover this �a�ility exposure, for example, when event holder{s) are in the business of selling, manufacturing or di�tributing alcaholic bevea-agea. H. TNSURANCE REQLTIREMEN_TS: The insurance specified in Sectian XVII hereof shall comply w�#h the follawing requirements: 1. T�e named insured on Contractor's insuraflce policies shall be: Downtown Fort Worth, �nc. 14 2. 1�dditiana! insured on t�� Contr$.ctor's insuranee policies Iisted in Seetion XV'II {InsurancE), Paragraphs B, C, F and G, s�ali be the City of Fort Worth. 3. Certific�.tes of insurance documenting coverages required in this contract sball be pravided to the City Manager, City ai Fort Worth, 1�4Q Th�-ockmorton Street, Fort Worth, Texas 75102, in a timety manner; and a,ny failure of the City to request same shall not be constnxed as a waiver of such requirement. �4. A minimum notice of thirty (30} days shall be provided the City (as designated in 7tem 1.3. abov�) in t3�e event of cancellation or non renewal of policy(s) except a te� (10) day notice shall be accep#able in the event of nan payment o£ ins�rance premium(s). 5. Insurers of a� policies of insurance shall b� lic�nsed or otherwise authoriz�d to da busin.ess in ihe State of Texas and be othexwise acceptable ta t�e City in terms o£financ:� strength and solvency. 6. Deductible l�rruts o£required insurance pol�cies shall be acceptable ta the City. 7. Applicat�le polici�s shall be endorsed with waivet(s) of subrogation in favor of the City. 8. The City shall be entitled, upon its reques#, and withou# incurring earpense, to re�iew the Cr�ntractor'� insurance policies including endorsem�nts thereta and, at the City's discretion, the Con�'actor may ba required to provide proof oi i�surance pre�niutn paym�n�s. 9. The Commeecial Generai Liability insurance policy requireci of the Contractor shall have na exclusions by endorsement unl�ss �p�roved by the City. 1Q. Tlze City shall not be responsible for the cost a� any insurance required of the Cantractar. 1i. All liability i�surance required of the Contractor shall be writter� on as� t�ccurrence basis as sueh is authoriz�d in the State of Texas by the State Department of Insurance and 1tS 1'�SP�Ct1V� BORi'C�. T. LOCAL AGENT FOR IN�LTR.ANCE: The insuranee company ar rn�aging brokerage firm wi� or through whom the Cantractor's insurance is written shall be zepresented by an agen# or agents having an of�ice located within t13e Fart Worth-Dallas metropalitan area. The name af the ag�nt or agents shall be stated on all certificates of insurance. Contractor shall keep the required insurance in effect at a�i times during the term of this contract and any e�rtension thereof. Contractor shall furnish to City a cenificate of insurance on a farm approv�d by the City, �videncing that Contractor has obta'rtied the required insurance coverage. All policies must provide that they may not be changed ar cance�ed by ��e insurer in less than thirty (30) days a$er ihe City of Fart Warth has r�cei�ed written notice of such ch��e or cancellation except a�otice 15 af ten {10) days shall be acceptable if cancellatian is due to nvn-payment of policy prenaium. The lines of cover�ge and policy �imits of such insuranc� may be revised upward at City's request with reasonable notice by the Gitq to the Contractor, and Contractoz shall revise such lines af coverage and policy iimits within thirty (30} days after receipt of such request. ►, �f La�s to be Observed The Co�tractor at all times shall observe and comply with all applicable federal and state taws, local 1aws, ordinances, orders and reguiations of the federal, state, coun.ty or city gc�vernrnents. No pleas af misunderstanding wiil be considered on account o�igmorance thereof � Taxes T1�e Contraetor shall pay all federal, state and local ta�es, which may be ehargeable against the perform�nce af this work. � Fermits Be�ore proceeding with the work hereund�r, the Contra,ctor shall abtain and pay far any necessary per.mits and licenses, v�hetb,er issued by the state, county ar citq, and fi�rnish prnof thareof. XXI. Character of V�orl�ers and �Jork The Co�tractor and the Cantractor's employees, including subcontractvrs, shall be competent and carefi�l workers skill�d in their r�spective trades. The Contra,ctor shall not employ nor contract wit� any persan who repea#edly engages in misconduct or is incompetent or negligent in t�e du� and proper performance of his duties. The City shall retain the right to require the Cantractor io remov� any employee who is guilty of miscanduct toward t�ie public ar is in. any way discourteous to the pub�c. Tkus wock is heing per£ormed for the public benefit and it is necessary tl�.i it be performed in an acceptable manner and at a satisfacto� rate of progress, as determined by ihe City. l6 � �'� 1 Eauinment The Contractar �ha�t at all times maintain its equipment in a clean, serviceable candition, A�l equipment shall be properly licensed and inspected and clearly marked with the Co�€tractor's name. The cantinued use of unseraic�able and improper equipment ahall be considered a breach of cantract. ��� As�i�.� ar Su6�ettin� the �ntr� The Contracivr shall not assign or sublet the contrac� or ar�y portion of the contract without written approval of the Crty Ma,�ager. The City's written approval o£ the Contractor subletting work sha11 not ba cansidered as making th� City a, pa.rty to such Contracior. Na subco�tract shall under any eircumstarices relieve the Contractor of the Contractor's �iability and obligations under tf�e eontract; all tran�actions will ba made throu,gh -the Contractor, Such subcontractors will be recagnized and dealt with anly as wor�ers and represent�tives who aze providing services to the ContracCor. Any subcontracts s�all be sub,ject to the provisions af Section XI hereof. � Breach of Con�ract A11 terms, conditions asid specific�tians of the contract shall be considered materia], and failure to perform any part nf the contract shail be consider�d a breach of contract. Should t�e Cantractor fail to remedy any b�each of contract within £ourteen {14} days after written notif'ication to the Co�tractor of the violation, the City may, at it� option and in additian #a any other remedies available to it under 1aw, terrninate the contract. This contract shall not be terminated, however, ii the Contractor has commenced io cure the breach within said fourteen {14} day pe�iod, and thereaft�r pursues such cure with reasonab�e diligenee and in good faith. xxv. Contract Administration The City Nianager shail designats a repres�ntative to adrninister this contract. The City a.ssigns to the Contractor the responsibility to per�orm the adm�istrative, su�ervisory and management tasks %r the District as set forth in this contract and the 2Q01-204� Budget and P�an of Seivices wf�ich is on file in the atTice af the City Secretary. The Contractor shall be responsib�e for operation, oversi�ht and supervision o£ the management �rogram, the maintenance and landscaping pragram, t�e pramotians program, the cnarketing program, the securi[iy pragram and the transportation and parking program. 17 ��I. InformafioII The Contractor shall, at such time and in such form as City may requir�, fixrnish peri�dic in%rmation concerning �tiie status af the project and �such other statements, certificates and appfovals relative to the pra�ect as rnay b� requested by the City. �'_ I Boo�s and Records The Contractor shall rnaintain campletE and acc�,trate records with respect ta costs incurred under the contract. A11 such records sha11 be maintained on a generally accepted accou�cting basis and shall tae cle�.rly iden 't.�fied and readily accessible. The Contractar shall pravi�de represe�tatives of Ciiy or its appoin�ees fie� access to such baoks �,nd recards, at all proper times, in order that they may examine and audit the same and make copies ther�of. The Contractor shall further allow the City and its representatives to make inspect�o�s of all work data, documents, praceedings a.nd activities relat�d to tl�is cantract. Such right of access and audit shall con�inue £or a period of tl�ree {3) years from the date of final payment under this cor�tract. �VIiY. Performanee Audit City 5hali have the right to conduet �. per%rmance a�t�it and evaluation af Contractor at such times as City deems necessary. The Contractor shall fully cooperate with any such pe�'ormance audit. The City map employ consulta.�ts at the Gity's expe�se to assist City in the audit. Tha Contractor agrees to give the City and its �onsu�tants access to all reparts, data, scheduies, etc., which may be required to conduct said perf'ormance audit. Q l�otice.s Any natice, bill, invaice ar report required by this contract shall be cvnclusively det�rmined to have been delivared at the tirr�e same is deposited in the United States mai1, in a sealed et�veiope with sufficient posta.ge attac3�ed, to the address listed beZor�v; City of Fort Worth Downtown Fort Worth, It�c. ATTN: City Mataager ATTN:I�en Devero, President 1000 Tb.rackrnarton Street Suite 400 Fart Worth Club Tawer Fart Worth, Texas 76102 Fort Worth, Te�as fi610�, 18 � X�. Headin�s Disregarded The tit�es af the severaC sections,. aubsections and parag.�aphs �et forth in thi� contract are insertad for convenience of referencs only and shall be disregarded in construing or interpreting any of the provisions of this contract. ��� Venue and J�risdiction Shauld any action, wh�th�r real or asserted, at law or in equi#y, �ise out afthe executio�, petformance, attempted per�ormanc�e oX nonperforrnance of this contract, venue for said action sl�a.11 lie in Tarrant Caunty, Texas. This contract and any action in connectian herewith sha11 be governed, canstrued and enfarc�d hy ths laws of the St�te of Texas. ��,�� Severabilitv In ease any one or morE of the gro�+isions contained in t�is contract s�a11, for any reason, be held to be invalid, illeg�l or unenforceable in any re�p�ct, such invalidity, illegality or unenforc�ability shal[ nat affect any other provision of th'ss cantt'act, w�uch contract sha11 be construed as if such invalid, illegal or unenfarceablr; provision had never bee� contained herein. F*�;—�.1� l�Ton�wai+ver The ��.�ilure of the city to insist upon the performance of any term or provision of this contract or to exer�ise any right herein con£erred s}��1 not be construed as a waiver �r relinq�ishment to any extent of City's right to assert ar rely upon any such term or righ� on any future occasio�. �KX�1V. �ntiretv of A�reement This written ins#rument and all attack�nents incorporated herein by r�fer�nce constitute the entire agreement by the parties hereto concerning the wark and services to be performed hereunder, and any prior or contemporaneous ora.l or written agreements which purport ta vary from the te�ns hereo� shall be vaid. 19 I�V. Et%cti�e IDate This contract is m�,de arid entered as af �ctober 1, 2001. � EXECUTED on tlais the :ay� Cicly Of �lu v�. �� r_ CITY �F FORT `��RTH, TEI�S ' ► r � -- , BY: ',,r , �'� :, ;,`;�_ Chaxles R. Bvswell Assista�t City Manager APPRO B AS TO F(}RI�I A�D LEGAI.ITY: Assistant �y Attomey Date: A��'E�T: .,� . "�� S�� ; , � � :��.;�— loria Pear�`ity Secretary {� � ! �`�I� `i" ,_ _ - �Q��g��� Authori��gian _//�" : �/r, ri ..._ a �. ���� 0 2401. DU�1vT0'�1� FORT �ORTH, Il�C. a Texas Corporatian BY: Gr� Chauma� � ���0�4�1� ����°� ��" ^.. - ����� �' "'�� "� o . , _.� �'�t,� of �'o�-� �'��th, ���ca� ���ar ��� �a�r��� ����������i�� DAT� � f��F��t�NC� lxILJMSER LC�� E�1F��+1� PIIGE 91����� �-� ���3 13F�ID� � of � s��a.��c�� PU�I.I� 1���1R�fV� FOF� F�F27 W�I��`1� PEJBI.I� I�V1���II�NI�NT D���'RI�� �JO. S (PAR4C �L��3�, AC�OPT !� �UD��T �i�D �ERVI�� PLA�I, �DOPT A F'ROP���D F���F��M�fVT R���., ��`C A���1��11' �I�A�l�� E�,�T� F�� FI��AI. 1��P�f� ��{]'f- ��Q�, ���F''C` A� �f��lf���l�E APPl��I�f�lA71fV� �CF2T'�If� �U�1D� �OC� TH� pI�TF�I�T, {��D A�1`ChI�I��,�F A���JTRA�T F}�`���f����V V�lI-CH Pf�li��EPA�L N1A�hJA�El�lE�VT �k��UP T� ���V1[�E �A�f�A����+1E�VT �E1�11J�E� FC�R TH� D1�71���7 �t�Ea I�w req�ir�s �r� annu�l r��port aM�� th� plan of s�r-vic�s ��� pra�os�d burJ��t, whlc� ��e �ncl�xdad as � ��rt c�f t���s 1�+1a�+or and �oun�il �or��rnui7�catMan. �Th� ��n�r�k n�tu�� �f l��e �ropas�s� it�prov�me�ks a���ar sefv�ce� ta be pr�vided b�r t#�� D€s�ri�t shafl kncl�ide: •�4n irr�prove�x�ent di�l�ic! la�ds�aping. canstr�cti�n ��d mair�tena�n�� pra�rarn �a�aaistir�� of th� plar�#in� an�i rr�ainten�r�c� of �pecia! supplementa� M�nc�sc�,pin�, lhe m�inter��r�c� of �upp�emental ir�ig��ior� ��st�rr�s. and �a�k maint�nan��: �nd •�pe�G�l fen��ng �� an�i �lor�g �oul�v�rd�, p�f ks �nd op�n spa�e�; �r7d • �uppiementary s���Rfily ��rvic� �rovid�d by off-d�Ey law ��farcc�en��t �ersar�r��E; �r�d • Ar� �m�rov�rryent District 41�1an����x�c�nt Pr�gram to provid� for t�e administratia�, rr�anag��ent and aperatRo� of l�� Uistrl�t. �IS��1L ifVF�RIv�1�71{��ll��f�71FICA�`IOh�: �h� ��r�ar��e Dir�ct�r c�r�rfi�� th�i upt�r� a�prov�l ar�d cornpleii�n of l�� aba►�e re�a�r�me�da�io�7� ar�d th� �doption o� t?�� altach�ci �p�ro{�riati�n orclina��e, f�nds wi11 b� avaiiab�e rn #�� f`�'�0�'i -�t7�� operatGr�� bur��et, as �ppropriat�d, �f lh� �p���al �lssessrr��r�i C�i��fl�t F��►tl. �8,n S�Irmi�trd for Clly 14tanflgc��'s Oftiee I}��: ChntGcs Eos�vcN C�rl�inaiing �1c�ar�me�Mt iirn�l Jir� Kcyes A��iitiunnl li�t�arinaiion Cnulncl �udy W�1tan FUT+2D �taf d&�} �S#�7 �5i1 ��ca(��l�I �) GSBT 5517 (f�urnk --d} ��01 �� GSR'I 8� �5a7 8334 � j �cca�r�T � 472��'E ��11 ��h :�3�1�0 � 53�Q7� �391�� 539 � 2{7 CCTti�ER 00?�{304020U0 ���a��� 007������4�)0 �9458{}D �€�?f��0024�4 U{]�8{10�Q2000 � r�n��r�r��r � i I 7,1 � [}_0� � iQ,i}4i}_00 $ 11 T,1 ti�,00 $ 1 � 7.180.�]iJ $�,�47.�#78,{�� � 1�.000,04 Cli"4' SEC�TARIf I�R��V�D ��� I 4��111V���1.. :r � � +� � �Q�� .. �� ,1�i�� � � t�il� F+�c�u�ar� r! tltiu [;il�� a! �'ar� L'rcax�ia. �'a�nw w i !„`'� ! � iif�l)�]iisi� �}K{.11�E�1ftG;; i�if,i, �_.._ ���,� II��'`y�F'� ������� ��,JICQf4� ����r� �n� ������ �,�����i���io� f�A-f� I�F::�E:l�t�i���1�1UM13�.#� C�C7�t��4M1A� PaiGE. ����roi C`7��1338� "f��iE�6 � C1f � su�.��c:�r PU��.€� �i�AF�kf�� F�F2 F�}i�T 1+V�R7W PIJB�,IC� ih+���2�V�Ni�I�T ���TRa�T �lc�. � 1 �PA�F�K �LEhlp, ADOP� l� BUD��T Ai�D �ERVk�� f�Lf��V, A���T A PR��(���D A�����MCf�17 R{�LL, ��7 !�1 ��h1C�=17 HEAFtI�V� DJ�17� ��R FI��FI� *fE�f� �00'i- �0��, �1L��PT �11V C�RDIiVAfV�� AF�Pf��PRIATFf�� �Ef�TAIN �UE�D� ��R iI�E �IST�21�T, ►41VD AU�`F#����� � �(��3iI�AC;i �X7EfV�l�h1 VVI�F� PF�x�l�pPl�L �+1I�iVA,�E[v�EfVT �RQUP T� F�RC�III�E N1�1NA��N�E�T �E�1�I�E� F�R TI�E , G]l�7�R1�T R E��f�lV1 E�l DAT � OiV ; It �s r�commended thal li�e� �it� �ouk���i�; �. Hold a��b��c hearir�g �oncerr�in� lh� plan of s���ices and �ud��# ��or �Y��01Y���1�; �nd �. �4d�c�urn �k��h puk�lic h�a�ing; �nd �. �4ppr�ve tl�� ��ta��ti�d s�rvi�e �}lar� �n�# b��dgc�t for FY2��1���4� as r�r,:omm�r��i�d l�y tki� Ac�lvisarY Bva��l �f �'u�Ci� Irr�provem�N�t D�s�i�i�i {�ID} fVo, fi: and 4. A�tl�ari�� t�e i��an���r of ��'17,�8�0 frorrr #h� �vr�eral ����d to th� ����ia� Ass�ss�r��t�t C}is1�c:� Fund, PID �Vn_ �, 1=1'�00�-�OC?� proJ��t acc:o�ir�t; �rrtf �. Ado�t the �tt��hed appr��rria#ian orc�i��ncc� In�rea�sir�� e�kirrtata� re�aipts an�i �p�r��priatiar�� k��r $� �I 7, � 8Q in �h� �p[��ia9 A�sessm�ni Clistr�cf Fun�l from ��+ailable #ur�ds; ar�� �. A�ulhorize the #ra��f�� vf $�O,�D� �ar admGr�rs�r�tl�r� �e�� �rom tF�� ��.�ecial Asse��rrtier�t Diskrlct Fund, PaD hlo. C, I�Y�[}01-�Of}� pro}ect a�cc��a�tit �o thr: ��nc�r�l �u�tc#; r�r�d T. Aul��r�z� tE�� �ity Mar��g�r Io �xe�ul� a cor�traci e�cler��io� +r�rltl�� �rincf�al f'+rlar�as��mar�# �ro�p to �rt�v��le im�ravement� an� s�ervi�$s f�t PID f��. 6 dt�ring �Y��D�-2�0� for l�e s�m �fi $�,2��',47'8; and 8. �Ado�t th� �roposed ��0'f a�s�s��n�ni rolf w��icY� a� ar� �fil� �nr{�h khe �ily ��cr�t�aEy ���� s�t T��e�day, �ct��er 1�, 2�01 ai 1��;�� �.�, in fha �i�}� ���nr,il �h��nb�r as kh� #�r�� �n�l pface far tho b�neti# f�ear�ng: ar��l 9. �irc��# tha �iiy �r����t�ry to ���+� no�rc� of tl�� ��kot��� 1�, 2[?�� pu�l�� he�aring Ir� �c�rorc�ance with �tate l�v�r; �r�d 1�.�1}�prov� �dc�ins� to tlti� �{]�1'�-�(1�� �ud�e�, as C�nLl��en�y. ar�y unenc���r��ere� rever�uo� f�orn t�e PII] �ta. f �ss��s€x��i��s irnr-n prior �rc�ars. � DI��I.J��I{.}�: �r� �e�terr�t��r ��. 1��� �I�.+��� �-1�34'I�, ���ie C�ity �o��nc�l �stabli��red Fori Wc�rl�� F'�aislic Irr��}ru��r�,or�t �Islt�ict #�o. f�. _