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Home My WebLink AboutContract 62741-A1CSC No. 62724-Al FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 62724. A MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT Fort Worth Public Improvement District No. 7 (Heritage) This FIRST AMENDMENT TO CITY SECRETARY CONTRACT NUMBER 62724 (First Amendment") is made and entered into by and between the CITY OF FORT WO TH (the "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 CASTLE GROUP TEXAS, LLC, a Texas limited liability company ("Contractor"), acting by and through its duly authorized representative. WHEREAS, the City and Contractor are parties to a Management and Improvement Services Agreement for Fort Worth Public Improvement District No. 7, the same being City Secretary Contract Number 62724 ("Agreement"); WHEREAS, Contractor identified a need to reallocate certain funds between budgeted line items; WHEREAS, on April 22, 2025, the City Council adopted an ordinance approving a revised Fiscal Year 2024-2025 budget and five-year service plan, taking into account the budgetary adjustments; WHEREAS, the parties wish to amend the Agreement to incorporate the revised budget and five- year service plan; and WHEREAS, the Parties desire to amend the Agreement to modify the insurance requirements under Section 13.1, to clarify the role of off -duty Fort Worth police officers in providing Security Services under the Agreement, and to remove Section 2.3(c). NO THEREFORE, for and in consideration of the mutual covenants, promises, and agreements contained herein, the City and Contractor do hereby covenant and agree to amend the Agreement as follows: 1. Exhibit A to the Agreement concerning the Budget and Service Plan for the District is replaced with, and superseded by, a new Exhibit A that is attached to this First Amendment, which is incorporated into the Agreement for all purposes. 2. Section 13.1 of the Agreement is hereby amended by revising subsection (c) and adding a new subsection (d) to read as follows: (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, including the use of off -duty police officers not acting in a law enforcement capacity. (d) INSURANCE COVERAGE OF LAW ENFORCEMENT OFFICERS ACTING AS SECURTY PERSONNEL — If the Contractor hires off -duty police officers to act as security personnel as part of the Services herein, then Contractor agrees to provide general liability insurance coverage for the officers. When off -duty officers act in a law enforcement capacity, the officers will be covered under the City. OFFICIAL RECORD First Amendment to CSC 62724 CITY SECRETARY 1 of FT. WORTH, TX Section 2.3(b) of the Agreement is hereby amended to read as follows: (b) If the 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. The Contractor must direct, or ensure that the subcontractor directs, residents to call 911 in the event 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 shall be considered "on -duty" and working as an employee of the City of Fort Worth. If an off -duty officer becomes aware of a situation that requires immediate police action within the District, the officer may take appropriate action while notifying on -duty officers of the situation. Responsibility for the incident shall be transferred to an on -duty officer upon their arrival at the scene. Off -duty officers are not able to provide transportation of individuals to jail. While off -duty officers are authorized to make arrests, they must contact an on - duty officer to assume custody and complete the arrest process. Off -duty officers may issue General Complaint Citations; however, when engaged in a security capacity, such as store security, they are prohibited from issuing citations for offenses including, but not limited to, theft, assault, or possession of drug paraphernalia. In such instances, a patrol unit must be dispatched, and the responding on -duty officer shall determine whether to issue a citation or make a custodial arrest. 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. 4. Section 2.3(c) of the Agreement is hereby deleted in its entirety. 5. All terms of this First Amendment that are capitalized but not defined have the meanings assigned to them in the Agreement. 6. All terms and conditions of the Agreement that are not expressly amended pursuant to this First Amendment will remain in full force and effect. First Amendment to CSC 62724 2 of 3 IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be executed in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: By: op� Jesica McEachern Assistant City Manager Date: 06/19/2025 CASTLE GROUP TEXAS, LLC a Texas limited liability company By: wa�lg d De TO 2025 Q2O:58 EDT) Will Delgado President Date: 06/10/2025 First Amendment to CSC 62724 3 of 3 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: APPROVAL RECOMMENDED: Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of By: / this contract, including ensuring all performance and Name: Kevin Gunn reporting requirements. Title: Interim Economic Development Director By: � Name: Crystal Hinojosa APPROVED AS TO FORM AND LEGALITY: Title: Economic Development Manager F�4Il 4FORt �Ba a ........ o�pppd By. � a Q � a'� City Secretary: O C1g o=d Name: Trey Qualls A r3� acaQIl 45q�` Title: Assistant City Attorney By: °� n Name: Jannette S. Goodall Contract Authorization: Title: City Secretary M&C: 24-0074 (January 28,2025), 25-0368 (April 22, 2025) Form 1295: 2025-1253772 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit "A" REVENUES PIC .ssaasmerts' COPrV Pa}meni ^ Icu of Services CpPrV Assessment Total Budgeted Revenues Usea Furrc6alatce Total Rereaaes EXPENSES Managua "'t Fee Wits Land --Wing CanmanArea Mairmenmti e Secsity E4uncgnewts A,aw.: using Ptba Events Arssoda5m Evnpkrje Capital Improvements Arnual Revew City,4txrinistmtim Fee Total Budgeted Expenses Czn i6umw to Fund Balance Total Ewense Net Change in Fund Balance Begimng Fund Balance, Estina&d (Ws 2Lj Estimated Fund Balance. End of Yea Reserve Requienet Ovef(Unde� Reserve City a4 Fax Worth Fire Year SErrice Plan FY25 - FY29 Public Ingrorement District No. 7 - Heritage h9QYEA R A WUSTMENT FY24r25 FY25)26 FY2W7 S 2.142,506 i 2.22B,'M i 2,317.337 249,907 208,31K 208.392 18,473 18,473 18,473 $ 2A10,9711 S 2.451075 $ 2,50-202 407,391 $ 2.11111,31119 2,453,073 ;; z54z202 $ 172.774.00 i 151,01100 i 154,03122 $ 270.486.00 i 206,04000 i 2M.160841 5 1,17fi-910.00 i 1,218,&MM 5 1,257,767A0 S 194203.00 ; 196,067-O6 i 202.04&W S 102,500.00 S 104,551M i 106,641A0 i 500.00 S 500M ; 500.00 3 81,500.00 S 83,1mm i 84,702M S 84.804.00 S 113.GM46 ; 115,30025 S 884,245.00 i 100,000-0o i 102,000.00 s 3,000.00 ; 3,000A0 i 3,000.00 S 47,347.00 i 49,081-47 i 50,1344A3 S 2fflM,369 $ z225,051 $ 2,267,086 228,022 255,116 S 2,610,369 i 2,453.Tn $ 2.UZ202 S (407,391) S 220,022 $ 255 16 825,791 418,400 04f ,422 458,400 60,422 901,538 37g916 381,257 301.017 S 47,464 S 265,165 $ 509.621 'FY2025 Assessment Rate= V45 Residential!$. 110 C�cial F! Cf28 5 2.410,030 M,302 18,473 $ 2.63d,895 $ zfi3S,865 S 157,111.84 S 214 364.00 S 1,300.381.00 S 208,089.78 5 lM773.82 $ 500.00 s M486A5 6 117,6W25 S 104,040.00 S 3,000.00 S 52,e97.90 2,351,033 283,862 s z634,895 $ 283,162 001,536 1,185,-000 3N.M $ M511 FY26YL9 i 2,508,431 208,3W 1 B,473 ; 180,254M ; 21B4O51.O0 ; 1,328,38822 S 2111,211.57 S 1111,949-30 i 50 ilo S 86,21822 1 %,058.35 108,120-80 ; 3,000-00 54.M&93 / 2,398,1357 332,d39 i 2,731,296 S 332,4W 900,5-0 1,232,049 i 1,232,949 City of Fort Worth, Texas Mayor and Council Communication DATE: 04/22/25 M&C FILE NUMBER: M&C 25-0368 LOG NAME: 17PID07 MIDYEAR FY25 SUBJECT (CD 4 and CD 10) Adopt Ordinance Amending Public Improvement District 7 — Heritage Fiscal Year 2024-2025 Adopted Budget and Five -Year Service Plan; Authorize the Execution of an Amendment to the Associated Management and Improvement Services Agreement with Castle Group, LLC to Align with these Changes; and Adopt Appropriation Ordinances RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached ordinance amending Public Improvement District 7 — Heritage Fiscal Year 2024-2025 Adopted Budget and Five -Year Service Plan to reflect amendments associated with a mid -year review; and direct the City Secretary to record the same in the real property records of Tarrant County, Texas no later than the seventh (7th) day after adoption by the City Council; and 2. Authorize the execution of an amendment to the associated Management and Improvement Services Agreement with Castle Group, LLC (City Secretary Contract No. 62757) to align with these changes; and 3. Adopt the attached appropriation ordinance reallocating estimated receipts and appropriations in the Park & Recreation Department of the General Fund by decreasing appropriations in the General Operating & Maintenance category in the amount of $43,605.00, and increasing appropriations in the Transfers & Other category by the same amount, for the purpose of funding the Fort Worth Public Improvement District 7 — Heritage Fund for the Payment In -Lieu of Services; and 4. Adopt the attached appropriation ordinance reallocating estimated receipts and appropriations in the Public Improvement District 7 — Heritage Fund 1) by increasing in the amount of $43,605.00, transferred from Park and Recreation Department, 2) decreasing the use of fund balance in the amount of $26,891.00, and 3) increasing other contractual services account in the amount of $16,714.00, for the purpose of funding expenditures related to the mid -year adjustment. DISCUSSION: The City of Fort Worth's Department of Economic Development administers the City's Public Improvement Districts (PIDs). The City's PID Policy outlines the need to proactively work with the City's PID management companies to oversee the services being provided within each of the PIDs. PID 7 — Heritage (Heritage PID) is managed by Castle Group, LLC (Castle). On September 17, 2024, City Council adopted Ordinance No. 27160-09-2024, approving the Fiscal Year (FY) 2024-2025 Budget, Five -Year Service Plan, Assessment Plan, and Tax Year 2024 Assessment Roll for the Heritage PID. On December 10, 2024, following the PID Board's recommendation, the City identified the need for a new management company for the Heritage PID, and after a competitive selection process by the Heritage HOA Board, issued a termination letter to FirstService Residential effective January 31, 2025, selecting Castle Group Texas, LLC as the new management company, pending agreement approval, to serve from February 1, 2025, through September 30, 2025, for the remainder of Fiscal Year 2024-2025. On January 28, 2025, City Council authorized the execution on an agreement with Castle Group, LLC, to provide management of the improvements and services in the PID. After conducting a mid -year review of the Heritage PID's budget, City staff and Castle have identified the need to increase Heritage PID's allocations by $16,714.00 to account for $43,605.00 additional payment in -lieu of services. The additional revenue increase will result in a reduction to the original use of fund balance in the amount of $26,891.00. The primary factors driving expenditure adjustments include increased costs associated with onboarding a new management company and reductions in association employee salaries due to a position structure realignment The City's Payment In -Lieu of Services is a supplement to the PID budget and intended to provide for the standard level of improvements and services as comparable to what would be provided by the City for the taxpayers generally. Revenue Adjustments: Previously Line Items Approved FY25 Budget Item PID $2,142,508.00 Assessments FW FO Payment in lieu $206,392.00 Recommended Amended Mid -Year FY25 Budget Adjustment Item $0.00 $2,142,508.00 $43,605.00 $249,997.00 of Services COFW $18,473.00 $0.00 $18,473.00 Assessment Use of Fund $434,282.00 ($26,891.00) $407,391.00 Balance I Totals $2,801,655.00 $16,714.00 $2,818,369.00 Expenditure Adjustments: Previously Approved Recommended Amended FY25 Budget Mid -Year FY25 Budget Line Item Item Adjustment Item IiManagement Fee $148,050.00 $24,724.00 $172,774.00 JUtilities $270,486.00 $0.00 $270,486.00 lLandscaping $1,176,910.00 $0.00 $1,176,910.00 lCommon Area Maintenance $194,203.00 $0.00 $194,203.00 lSecurity Enhancements $102,500.00 $0.00 $102,500.00 JAdvertising $500.00 $0.00 $500.00 JPublic Events $81,500.00 $0.00 $81,500.00 JAssociation Employees $110,823.00 ($26,019.00) $84,804.00 Illnsurance $0.00 $0.00 $0.00 lCapital Improvements $666,336.00 $18,009.00 $684,345.00 JAnnual Review $3,000.00 $0.00 $3,000.00 lCity Administration Fee 1 $47,347.001 $0.00 $47,347.00 lTotals I $2,801,655.001 $16,714.00 $ 2,818,369.00 Upon approval of the above recommendations, the total budgeted expenses for FY 2024-2025 will be $2,818,369.00. The revised Budget and Five -Year Service Plan will take effect upon approval by City Council. The City and Castle will amend the existing management contract to reflect the mid -year adjustments (City Secretary Contract No. 62757). The Heritage PID is located in COUNCIL DISTRICTS 4 & 10. A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are currently available in the General Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds will be available in the FWPID #7 — Heritage Fund. Prior to an expenditure being incurred, the Economic Development Department has the responsibility of verifying the availability of funds. Submitted for Citv Manaaer's Office bv: Jesica McEachern 5804 Oriainatina Business Unit Head: Kevin Gunn 2015 Additional Information Contact: Crystal Hinojosa 7808 Expedited