HomeMy WebLinkAboutContract 45179 My SECRETARY C
COWRACT '
MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT
Fort Worth Public Ligprovement I l*str ct No. LiDownto
wn
This MANAGEMENT AND IMPROVEMENT SERVICES AGREEMENT
("Agreement"') is made and entered into by and between the CITY OF FORT WORTH (the
City"), a home rule municipal corporation organized under the laws of the State of Texas acting
by arid'th ou h Fernando Gaeta, its duly authorized Assistant City Manager, and DOWNTOWN
FORT WORTH, INC., a Texas nonprofit corporation C ntra t r acting by and through
Andy Tagil, its duly authorized President.
RECITALS
The following, statements are true and correct and constitute the basis upon which the
City and Contractor have entered into this Agreement:
WHEREAS pursuant to Chapter 372 of the Texas Local Government Code on June 23,
2009, the City Council of the City of Fort Worth adopted Resolution No. 3756-06-2OOi9
reestablishing Fort Worth Public, Improvement District No�. l (thee "Distri'011); and
WHEREAS, the City is authorized to t liz the District to undertake improvements
and/or services that confer special benefits on the part of the City within the District; and
WHEREAS, the City Council, is authorize to levy and collect special assessments on
property in the District, based on the special services conferred by the improvements anchor
services, to pay the cost of such improvements and services; and
WHEREAS, the City desires to enter into a written agreement ent with Contractor for
provision of certain improvements and services in the District, as more specifically set forth in
this Agreement and
WHEREAS, such improvements and services constitute a supplement to standard City
services and an added increment of service to provide other special benefits and services which
will enhance the vitality and quality of the District; and
WHEREAS, Contractor wishes to assist the City by providing, furnishing, or performing
such improvements and services;
NOW, THEREFORE, for and in consideration of the mutual covenants, promises, and
agreements contained herein, the City and Contractor do hereby covenant and agree as follows:
P age, 1, LFFICIAL RECORD
Management and Improvement Services Agreement, C Ty SE
CIT'Y SECRETARY
with Downtown Fort Worth,Inc. 2 0`1 3.
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ID l (Downtown)
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AGREEMENT
1. ENGAGEMENT OF CONTRACTOR.
The City hereby engages the Contractor, and the Contractor hereby agrees to provide,
furnish, oversee or per on-n in accordance with this Agreement the improvements and/or services
set forth in Section 2.
2. IMPROVEMENTS AND SERVICES FOR THE DISTRICIT-6
2.1. Scope of Contractor's Duties.
Contractor shall provide or cause to be provided those improvements and services
(the "Improvements and Services") set forth and subject to the Service plan and Budget
for the District approved by the City Council for the fiscal year covered by this
Agreement (the "Se vike Plan and Budget") (which is attached eret.o as ; xhl bl*t"A
and hereby made a part of this Agreement for all p"urp"oses), as may subsequently be
amended, and the ordinance adopted by the City Council, levying assessments on
properties in the District for such Improvements, and Services (which ordinance is a
public document can yule in the City Secretary's Oiffiee and is, hereby incorporated for all
purposes). Contractor, shall also comply with the following related duties and
responsibilities:
(a) Oversee the bidding and awarding of any third party contracts for 'the
above-referenced Improvements, and Services in accordance with the
guidelines set forth in -the Policy and Guidelines for Public Improvement
Districts adopted by the City Council pursuant to Resolution No. 3711-02-
2009 (tie 11 1D Policy"), a, copy of which Contractor hereby certifies it
has received and which is incorporated herein by reference for all
purposes
(b) Monitor work performed by any subcontractors for any of the above
referenced Improvements and Services to ascertain that all such work is
performed completely, professionally, and with the appropriate level of
quality and to make whatever changes are necessary to achieve these
objectives;
(c) Obtain, maintain and pay for insurance necessitated by the above-
referenced Improvements and Services, as may be directed or reviewed by
the City's Risk Manager;
(d) In accordance with 'Section 372.013 of the Teas Local Goven-tment Code
and the PIID Policy, prepare a Service P''lan and Budget for the first five 5
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years following the fiscal year covered by this Agreement, to be adopted
by the advisory body for the District or other entity des,ignated by the City
and approved by the City Council';
(e), Maintain a full and accurate accounting of disbursements for
reimbursement from District revenues and all other financial reporting
requirements set forth in the PID Policy; and
(1) Comply with all other duties and responsibilities set forth in the guidelines
-1
of the PID Policy,
(g) Receive advance written approval by the Director of the City's Parks and
,Community Services Department or his/her designee prior to any
,authorized construction or maintenance of capital improvements in any
dedicated City park;
(h) Comply with all duties and responsibilities set forth in Exhiffil't B"
attached hereto, and hereby made a p art of this Agreement for all purposes;
and
(i) Comply with all duties and responsibilities set forth in Exhl*bl*t "C",
attached hereto and hereby made a part of'this Agreement for all purposes.
2.2. Contractor Compensation,
Now
As full compensation for the provision a ll Improvements and Services during
the Term of this Agreement, the City shall pay Contractor the sum of$13231,755.00, which
amount is reflected in the Service Plan and Budget as "Management Fee," which amount
shall be paid in prorated installments, in accordance with Section 6 hereof for the purpose
of reimbursing Contractor for its actual administrative costs directly related to the
District's operations.
2.3. Standard of Care; Nature of Relationship.
Ig
Contractor shall commence, carry on, and provide the Improvements and Services
with all practicable dispatch, in a sound economical and efficient marnier, in accordance
with -this Agreement and its attachments and all applicable laws. Contractor shall ensure
that any work on the Improvements and Services is properly coordinated with related
work being performed by the City. Contractor represents that it has, or will secure at its
own expense, all materials, supplies,, machinery, equipment, accessories, and services
necessary to provide the Improvements and Services. Unless otherwise specifically
provided herein, all of the Improvements and Services, will be performed by the
Contractor or under,the Contractor's supervision. All personnel engaged by the Contractor
shall be fully qualified to perform those Improvements and Services delegated to them.
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2.4. Securj!j Personnel.
In the event Contractor employs security personnel as a part of providing
Improvements and Services under the Agreement, Contractor hereby assumes sole
responsibility for any and all acts or omissions of security personnel in the performance
of their responsibilities hereunder. Security personnel shall include, but not be limited to,,
any employee, agent, representative, security officer, or off-duty Fort Worth Police officer
hired by the Contractor to provide Security Services within -the District. "Security
Services" shall not include running radar on drivers, writing, parking citations,
investigating cn*mes,, or other job, functions, normally perfomied by on-duty police
officers. Contractor shall blear sole responsibility, if any, for reporting its payment for
each security personnel's services as taxable income to the Internal Revenue Service.
If Contractor employs off-duty, Fort Worth pollice officers to provide Security
Services, the parties understand, acknowledge, and agree that, while performing Security
Services for the Contractor under this Agreement,, the off-duty officers are not considered
employees of the City of'Fort Worth, except as provided herein. Contractor shall direct
residents to call 911 in the case of an emergency. Off duty Fort Worth police officers
working for the Contractor shall not answer calls for police service from Police
Department dispatchers except in the event of a life-threatening emergency, in which case
the off-duty officer would then be considered "on-duty" and working as, an empllolyee of
the City of Fort Worth., If the off-duty officer becomes aware of a situation that warrants
immediate police action within the District, he or she can take police action while also
advising on-duty officers of the situation. Responsibility for the incident will be
transferred to an on-duty officer as soon as one reaches the scene.
3, CITY'S DUTIES AND RESPONSIBILITIES.
The City shall provide the following services, in connection 'with operation of the District
and the Contractor's performance under this Agreement.,
(a) Levying and collecting assessments and recording the same in a separate revenue
account;
(b) Making payments to Contractor from special assessment revenues and other
District revenues'.
(c) Maintaining the same, level of services in the District as that which the City
provides in comparable areas f"the City;
(d), Maintaining complete and detailed records, concerning any expenditure of special
assessment revenues and other District revenues, which are made through City
departments, boards, or agencies;
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(e) Retaining and expending revenues from special assessments, penalties, interest,
and investment income thereon solely in the District,
(f) Preparing are annual report of delinquent property assessments and liens thereon to
he assigned to the City's delinquent tax collection attorney
(g) Making regular reports to Contractor concerning delinquent assessments an
making billings thereon as necessary; and
(h) Producing are annual assessment roil] of property owners and property within. -the
District,
The City shall have no financial obligation to the District other than levying and
collecting the assessments levied by the District, except as provided in Section 3(e) above, and,
pursuant to and in accordance, with this Agreement, paying for Improvements and Services, that
Contractor performs in the District.
4. AMENDMENTS.
This Agreement may not he amended unless executed in writing by both parties.
5. T
This Agreement all commence October 1, 201 (the "'Effective Date") arid, sunless
terminated earlier in accordance with this Agreement, expire September 30, 2014 the "Term").
6. RELEASE Off''FUNDS TO CONTRACTOR.
6.1. 'Procedure.
Periodically, but not more frequently than once per month, Contractor shall
resent to the individual or individuals designated by the City to oversee and administer
the District (the A 'nistrator") a report of the Improvements and Services provided
by Contractor since i) for the first report under this Agreement, the Effective Date and
(ii)
for all subsequent reports, the date of the, previous report. All such reports must
include documentation sufficient demonstrating to the Administrator that any sums paid
or incurred by Contractor have been paid or are due. provided that all such necessary
reports and supporting documentation have been provided to the Administrator, the City
shall play the Contractor for all lawful expenses made or incurred by Contractor within
fifteen 0 5 business days of receipt of all such reports and supporting documentation.
Notwithstanding anything to the contrary herein, the City shall not be required to pay
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Contractor, any amount that exceeds the there current balance of District revenues or that
s not in accordance with the Service Plan and budget for the then current fiscal ear.
6.2. WoC rk Reports.
+.�wiMrwwioimn oaiuiir o. wwiw�r
Contractor shall also submit a periodic work report, no less than quarterly, to the
Administrator. This work report shall detail all of the Contractor's significant work
activities in the District. The format of the report shall be mutually agreed, upon by the
Contractor and the Administrator. Notwithstanding anything to the contrary herein,
paw part is not received. The
�rit,�� t Contractor � . �� withheld ��` such r
g ports complete � n accurate.
Administrator shall have the right to v � that,the r�
6.3. Insufficient District Funds.
In the event that District revenues are not available or are insufficient for the City
to make any payment to Contractor hereunder, the City will promptly notify C ntract r,.
At C'ontractor's request, the City and the Contractor shall meet and attempt to negotiate
an amendment to this Agreement so that, the scope of Improvements .r d Services may,he
reduced to correspond to the amount of District funds, that are available or are anticipated
to ecom available. If such an amendment carrot he successfully negotiated, Contractor
shall have the right to pay the deficit t (on a on-�reimbur�sable basis), in which case this
Agreement shall continue in effect. If such are amendment cannot he successfully
negotiated and Contractor does not, elect to fund the deficit, ether party may terminate
this Agreement upon thirty 3 days' advance written notice to the other party.
7. DISCRIMINATION PROHIBITED.
Contractor 1� in the execution, performance,nce, or attempted performance of this Agreement,
will not discriminate against any person or persons because of see, race, religion, color, national
origin, sexual orientation or familial status, nor will the Contractor permit its officers, agents,
employees or subcontractors, to engage in such discrimination. This Agreement is made and
entered, into with reference specifically to the ordinances, codified at Chapter 17, Article 111,
Division 3 Employment Practices of the Code of the City of Fort Worth, and Contractor hereby
covenants and agrees that Contractor, its officers, agents, employees and subcontractors, have
fully complied with. all provisions f"same aid that no e�
� �" p � employee or applicant for employment has
been discriminated against under the terms of such ordinances by either Contractor, its officers,
agents, employees or subcontractors.
8. BUSINESS DIVERSITY ENTERPRISE ORDINANCE,
I accordance with City of Fort Werth Ordinance No. 20020-12-2011, effective June 1, 2012, the
City has established goals for the participation of Minority' Business Enterprises ("MBEs") and SmIl
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Management,n and Improvement Services Agreement
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Business Enterprises ("SBU) in City contracts. Contractor shall comply, and require that its
subcontractors comply, with the terms of this ordinance and any amendments, thereto. Failure by the
Contractor to comply, or to require its subcontractors to comply, with such ordinance shall constitute a
breach of this,Agreement and be grounds for termination of this Agreement by the City.
9. CONTRACTOR LIABILITY.
Contractor hereby assumes full liability for any damages to any public or private property
due to the negligence of Contractor, its subcontractors, agents, pie tees or assigns.
10. LIABILITY 0FC1TY* PERSONAL LIABILITY OF PUBLIC OFFICIALS.
2
No employee of the City, nor any other agent of the City, shall be personally liable for
any damages caused by Contractor, its officers,, agents, servants, employees, contractors and
subcontractors, or any other liabilities of Contractor under this Agreement or otherwise related to
this Agreement. It is further expressly agreed that the City shall not be liable or responsible for
any damages caused by Contractor, its officers, agents, servants, employees, contractors and
subcontractors or any other liabilities of Contractor under this Agreement or otherwise related to
this Agreement, nor shall the City be liable or responsible to Contractor or any other person for
or on account of any stoppage or delay in the work herein provided for by injunction or other
legal or equitable proceedings, or from or by or on account of any delay for any cause over which
the City has no control.
11. INDEMNIFICATION.
CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY
, ITS OFFICERS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL SUITS OR CLAIMS FOR
DAMA GES OR INJURIES, INC L VDING DEA TH
9 TO ANY AND ALL PERSONS OR
PROPERTY, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ANY NEGLIGENT ACT OR NEGLIGENT OMISSIONON THE
PART OF THE CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES
OR SUBCONT1?ACTORS, AND THE CONTRACTOR DOES HEREBY ASSUME ALL
LIABILITY AND RESPONSIBILITY FOR INJURIES, CLAIMS OR SUITS FOR' THE
DA MA GESTO PERSONS OR PROPER TY, OF WHA ISE VER KIND OR CA RA CTER,
WHETHER REAL OR ASSERTED, OCCURRING DURING OR ARISING OUT OF THE
PERFORMANCE OF THIS CONTRA CT AS A RESULT OF'ANY NEE .ENS" CT OR:
NEGLIGENT' OMISSION ON THE PART OF THE CONTRACTOR, ITS OFFICERS,,
AGENTS, SERVANTS SUCH
EMPLOYEES OR SUBCONTRACTORS.
INDEMNIFICA TION SHALL INCA USE WORKERS' COMPENSA TION CLAIMS OF' OR
B Y A NYO NE WHOMSOEVER IN A NY WA Y RESUL TING FR OM OR A RISING 0 UT OF
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CONTRACTOR'S WORK, SERVICES AND OPERA T ONS IN CONNECTION
HEREWITH, INCL UDING OPERA TIONS OF SUB CONTRA CT ORS
CONTRACTOR SHALL LIKEWISE INDEMNIFY AND HOLD HARMLESS THE
CITY FOR A NY A ND A LL INJU 'Y OR DA MA GE TO CITY PR O ER TY A RISING 0 UT
OF OR IN CONNECTION WITH ANY AND ALL NEG IGENT CIS OR NEGLIGENT
OMISSIONS OF CONTRACTOR ITS OFFICERS, AGENTS,, EMPLOYEES,,
CONTRA C RS� SUB CONTRA C S LICENSEES OR INVITEES.
"ES.
Insurance coverage specified herein constitutes the minimum requirements and such
requirements shall in no way lessen or limit the liability of Contractor under the terms of thus
Agreement.
12. INDEPENDENT CONTRACTOR,
it is expressly understood and agreed that Contractor shall perform all work and services
described herein as an independent contractor, and not as an officer, agent, servant or employee of
the City that Contractor shall have exclusive control of 'the details of the services and work
performed hereunder, and all persons performing the sane; and shall e solely responsible for the
negligent acts and negligent omissions of its officers, agents, employees, contractors and
subcontractors; that the doctrine of respondent superior shall not apply as between City and
Contractor, its officers., agents, employees, contractors and subcontractors and that nothing
herein shall be construed as creating a partnership or joint enterprise between City and
Contractor. No person performing any of the work and services described hereunder shall be
considered an officer,1 agent, servant oremployee of the City.
13. INSURANCE.
Contractor shall not commence work under this, Agreement until it has obtained and
received approval from the City of all insurance coverage required hereunder. Contractor shall
be responsible for delivering to the Administrator a certificate or certificates of insurance
demonstrating that Contractor has obtained the coverage required ired u:under this Agreement, that all
insurance policies provided pursuant to this Agreement are endorsed to name the City as an
additional insured, and that all such insurance policies cover not only Contractor, but also
Contractor's contractors arid, subcontractors... The minimum insurance required of Contractor is
as f6llows
WORKER'S COMPENSATION PENSATION INSU NCE: Contractor shall maintain throughout
the Term. of this agreement statutory Worker's Compensation Insurance on all of its
employees to be engaged in undertaking any Improvements or Services hereunder.. Tn.
case any class of employees engaged in hazardous work under this Agreement is not
protected under the state's Wort er's Compensation statutes, Contractor shall provide
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adequate employer's gener.al habil ty insurance for the protection of such employees not
so protected.
COMPREHENSIVE GENERAL LIABILITY NSU NCE: Contractor shall maintain
throughout the Tenn of this Agreement a commercial general liability insurance policy in
are amount of net less than $1,000,000 covering each occurrence with are aggregate limit
of not less than $27000,000.
AUTOMOBILE INSURANCE - BODILY INJURY AND PROPERTY DAMAGE:
Contractor shall maintain throughout the Tenn of this Agreement comprehensive
automobile liability coverage In are amount not less than $1,000,000 for each accident.
This policy shall cover any automobile used in the provision, of Improvements and
Services under this Agreem e t.
The insurance company with whom Contractor's insurance is written shall be represented
by an agent or agents having an o�flice located within the Dallas-Fort Worth metropolitan area.
Each such agent shall be duly qualified, upon whom, service of process may be had, and must
have authority and power to act on behalf of the insurance company to negotiate and settle with
the City, or any other claimant, any claims that the City, or any other claimant, or any property
owner who has been damaged may have against the Contractor or insurance company. The name
of the agent or agents shall be set forth on all certificates of insurance. All policies must provide
that they may not be charged or canceled by the insurer in less than five days after the City
had received written notice of such charge or cancellation. Such insurance arnounts may be
revised upward at ity�s request, and Contractor shall revise such amounts within thirty 0 days
after receipt of such request.
1410 TAXE .
Contractor shall pay all federal, state and local taxes that may be chargeable on any
Improvements and Services provided hereunder or otherwise in relation„ to Contractor's duties
and obligations hereunder.
15, PERMITS
Contractor shall and shall cause any o f its contractors and subcontractors to obtain and
pay for any necessary perry-its and licenses, whether issued by the state, county or City, before
proceeding with any work hereunder that requires any such permits.
16. CHARACTER WORK AND OPERATIONS.
,Contractor and Contractor's employees, contractors and subcontractors shall be competent
and careful wort men skilled in their respective trades. Contractor shall not employ any person.
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who repeatedly engages in misconduct t or is incompetent or negligent in the due and proper.
performance of his duties or has been convicted of any crime of moral turpitude. The City shall
retain the right to require the Contractor to remove any employee who is guilty of misconduct
.
toward the public or is in any way discourteous to the public. This work is being performed for
the public benefit and it 1s necessary that It be performed In an acceptable manner and at a
satisfactory rate of progress. Contractor shill at all times maintain its equipment lr a clean
serviceable condition. All equipment shall he properly licensed and inspected and clearly
marked with the Contractor's name and telephone number.
17- ASSIGNMENT AND SUBCONTRACTING
Contractor shall have the right to subcontract for the provision of any Improvements and
Services authorized hereunder se long as the subcontract is in writing. Contractor shall provide
the Administrator with ainal executed copy of all subcontracts. The existence of a subcontract
shall not relieve, Contractor of any responsibility or liability to the City ender this Agreement..
Otherwise, Contractor may not assign, transfer or convey any of its duties and responsibilities
under this Agreement to another party without the advance written approval of the City and
execution by such party of a written agreement with the City under which such party agrees to he
hound by the duties and obligations of Contractor under this Agreement.
18. DEFAULT.
All terms, conditions and previsions of this Agreement shall be considered material, and
Contractor's failure to perform any part of this Agreement shall constitute an event of default
hereunder. Should the Contractor fail to fully cure any default hereunder within fourteen (14)
calendar days after receipt from the City of written notice of the default r, provided that
Contractor has diligently commenced and continuously attempted cure within such time, such
additional time as may be reasonably necessary to fully cure the default), the City may, at its
option and in addition to any other remedies available to it under law or in equity, terminate this
Agreement by providing written notice to, Contractor. Notwithstanding the foregoing, City may
terminate this Agreement for any reason upon thirty (310) calendar days' prior written notice to
Contractor. to the event of' any termination, any work in progress will continue to compiletion
unless specified otherwise in the City's termination notice. The City shall pay for any such wort
in progress that is completed by Contractor and accepted by the City.
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19. COOPERATION WITH CITY.
Contractor shall, at such time and in such form as City may require, furnish periodic
information concerning the status of the project and such other statements, certificates and
approvals, relative to the project as may be requested by the City. Contractor shall meet with the
Administrator or other City officials, as may be requested to discuss any aspect of this
Agreement.
20. BOOKS AND RECORDS- AUDITING RIGHTS.,
Contractor shall maintain complete and accurate records with respect to all expenditures
and costs, incurred for all Improvements and Services provided hereunder. All such records shall
be maintained on a generally accepted accounting basis and shall be clearly identified and readily
accessible to the City. Contractor shall provide representatives, of City or its appointees, free
access to such books and records, at all proper times, in order that they may examine and audit
the same and make copies thereof Contractor, shall further allow the City and its representatives
to make inspections, of all work data, documents, proceedings and activities related to this
Agreement. Such right of access and aud,it shall continue for a period of three (3) years from the
date of final payment under this Agreement. The City shall also have the right to conduct a
performance audit and evaluation of Contractor at such times as the City deems necessary.
Contractor shall fully coolplerate with any such performance audit. The City may employ
consultants at the City's expense to assist City in such performance audit. Contractor agrees to
give the City and its consultants access to all reports, data, schedules and other relevant
infon-nation which may be required to conduct such perfo iiance audit.
21. NOTICES.
A
Any notices, bills, invoices or reports required by this Agreement shall be conclusively
determined to have been defivered three (3 business days after deposit in the United States mail,
in a sealed envelope with sufficient postage attached, to the addresses listed, below or such other
addresses, as may from time to time be provided to the other party:
C40
I - Contractor:
City of Fort Worth Downtown Fort Worth, Inc.
Attn: PID Administrator Attn: Andy Taft, President
Housing & Economic Dev. Dept. 777 Taylor St., Suite 100
1000 Tbrockimorton Street Fort Worth, TX 7'6102
Fort Worth, Texas 76102-6311,
2,2, COMPLIANCE WITH LAWS,, ORDINANCES, RULES AND REGULATIONS,
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This Agreement will be subject to all applicable federal, state and local laws, ordinances
rules and regulations, including, but not limited to, all provisions of the City's Charter and
ordinances, as amended.
23- GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of it governmental pourers or immunities.
24. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such rift on any future occasion.
25�. VENUE AND JURISDICTION,
If' any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie n state courts located in Tarrant
County, `texas or the United States District Court for the Northern District of Texas Fort Worth
Division. This Agreement shall be construed in accordance with the laws of the State of Texas.
26, NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City and
Contractor, and are not intended to create any rights, contractual or otherwise, t o any other person
or entity.
27, INTERPRETATION,.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly
for or against any party, regardless of the actual drafter of this Agreement.
28 CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
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2,9. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference,, contains the entire understanding and agreement between the City and
Contractor as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement.
30, COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original,,but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH,. DOWNTOWN FORT WORTH, INC.,
aTexas nonprofit corporation:
nr
ell
Fernan do Costa A dy Taft
Assistant City Manager ress
ent
Date:
Date:
ATTEST. ATTEST:
"ka
V.
By,-.
"77
Namc:
Mary J. er
Ti t1e.,
City Secretary
u.
ell
e Y-
d,
APPROVED AS TO FORM A T
...........
Malesbia Farmer
Senior Assistant City Attorney
M&C: BH-300 9-1,01-13
OFFICIAL RECORD
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Management and Improvement Services Agreement
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'E.ZVUIBITS
"Al'—Service Plan and Budget for the District
"B"'—Additional Services to be Provided by Contractor
0
"C"'—Maintenance and Landscaping Program
Management and Improvement Services Agreement
with Downtown Fort Worth,Inc.
P I (Downtown)
IN
,AIR
City of Fort Worth
PID#I PROPOSED BUDGET&FIVE YEAR SERVICE,PLAN
FY13114 FY14115 FY15116 FY 16117 FY 17118
REVENUES
PID Assessments $ 11632,610 1:x`1 ,22oo $ 1,7 ,656 1,1819655 $ 1,474,245
COFW Assessments, S 1 1,858 195„500 $ 200r9ou 2,04„p $ 208,000
City Pay.in-fieuaf service 3 138,498 $ 1.41, 00 $ 144,000 3 1,47,000 $ 150,000
PID,Generated Revenue $ 148,657 $ 149,000 150,000 $ 1619,000 $ 163,000
Ptior Yeaes assessment $ 303527 $ 182,005, S 134,1155 S ID3,075 $ 117,075
Total Revenues $ 2141 fi,150 $ 21,3,93tOQ5 $ 2,394,811 $ 2,434J30 $ 2,51 ,320
EXPENSES
Management Fee(Admin.) S 323,7551 S 330,000 $ 336,323 S 341 0092 $ 355.,420
waw, $ '14.m000 $ 14,500 $ 15,000 3 115,500, $ 1,5,500
utifties 15 14,5(0 $ 15,000 $ 15,500 S 16,000 $ 16,000
LandscapefTree,Mainten. S 64,516 $ 6511800 3 67,000 $ 618,450 $ x,500
Trash Re -(other Maint) S 10105,4V $ 1!1251000 $ 1145,000 3 1'1501000 $,. 12157,4,80
Holiday Ug1 t.0eco.(Repairs) $1 15,000 $ 15,000 $ 15'.000 $ 15t0 oo $ 20,000
Security Enhancement S 761,900 S 55,000 $ 56,000 S 57,000 $ 58,0,00
Com grunjca.tNews L-fters 20,2100 $ 20,.no $ 20,200 S 20,200 $ 20,200
Marikefing(&Research) 3-40,9a5 $ 342,814 $ 348,000 $1 352,000 $ 359,500
Transportation&Planning 5 199,993 S 2019,00a $ 213.000 S 219,000 $ 2-24,000
Capital Improvements 3 5,000 $ 2,500 $ 2,500 $ 2,500 $ 2,500
Insurance $ 4,100 $ 4,500 $ 7,000 $ 7,5DO $ 7,500
Annual review(Audit) S 7,500 $ 8,500 3 97000 $ 10,000 $ 10,000
City Administrative Fee S 39,2591 $ 41, x+6 $ 42,213 $ 43,413 $ 44,6,45
Bull et Expenses $ 21233t145 $ .202489,850 $ 2,2%t,736 S 2,317,665 $ 213660,245
Estmated Operafihg Reserve $ 182,00-5 $ 1341155 $ 1 G3,07 5) S 1172075 $ 152,075
Total Expenses S 2$41 5 1 60 $ 2,343.1005 $ 2.,394.811 S 21434,730 $ 2,612,320
Management and Improvement Services Agreement
with Downtown Fort Worth, Inc.
PID I (Downtown)
Exhibit"B"
Additional Services to be Provided by Contractor
(a) Contractor shall designate one of its employees to he the primary PID manager,-
(b) Participate in meetings of City of port Worth: departments of Housing and Economic
Development, Parks, Transportation and Public Works, Internal, Audit, and Budget to
coordinate PID; activities;
(c) Provided that the City has appointed an advisory body pursuant to Section 372.008(b)
of the Texas Local Government Code, participate in all PID advisory body meetings
and update advisory body members on budget, security patrols, landscaping, City
coordination issues, and other matters. At the request of the Board president, arrange
for guest presenters to attend meetings;
(d) Establish means of communication for citizen input to report, problems and make
suggestions to the PIID. Coordinate responses to citizen 'input with the PID advisory
body or other entity selected b y e th City;
11
(e) Maintain a full and accurate accounting of disbursements for reimbursement from
PID revenues, providing the PID advisory body or other entity selected by the City
with a monthly accounting statement,
Monitor recurring expenses and perfon-n comparative analysis to identify emerging
trends and real or potential problems. Not the PID advisory body or other entity
selected by the City of trends and unusual or excessive expenses;
(g) Maintain complete set of historical records of all PID activity to include PID charter,
minutes of meetings, and agreements/contracts with other entities, grant applications,
etc. from the beginning of PID to present; and
(h) Work with all PID committees to coordinate and handle all details associated with
public events that are sponsored by PID.
The Contractor shall commence, carry on, and provide such improvements and/or services with
all practicable dispatch, in a sound, economical, and efficient manner, in accordance with this
contract and its attachments and all applicable laws.
Management and improvement Services Agreement
with Downtown For Worth Inc.
PID I (Downtown)
x uIVW
Exhibit"C"
Maintenance and Landscaping trogram
1. The Contractor shall provide the following maintenance services in the District:
y p the streets within the
�. The��ntra�t�r, either directly, �r� subcontract, �� ��'�
District at least two, days a eek.
b. The Contractor will sweep and/car high-pressure hot water wash all sidewalks, within
the District on a regular basis as :frequently as necessary to deep the sidewalks in a
clean, stain-free and trash-free condit n.. Sidewalks in the high ease or core area of
the District will he swept at least once each day by a hand crew and once each night
by mechanized sweepers, air blowers or high-pressure water hoses. Care area
sidewalks shall also he high-pressure hot grater washed or swept once a week by
mechanized l e ui ment. Sidewalks s in the District but outside the core area will be
cleaned by mechanized sweepers, air blowers or high-pressure water hoses weekly to
ensure a clean, trash-free, stain-free appearance.
c. The Contractor will sweep the area around, and within all bus shelters daily to ensure a
clean, trash-free appearance. Bus shelters will he high-pressure, hot water hosed once
a day, three days a weep, to re hove dirt and stains from the shelter area.
. In addition to the City's regular once®a--day pickup of trash from receptacles in the
District and the City's once-a- ay pickup of'trash from receptacles adjacent to bus
shelters, the Contractor will snake any other pickups which are necessary to ensure
that the receptacles in the District have adequate capacity remaining at all times.
eW The Contractor will remove litter from sidewalks and streets in the District in.. a timely
and efficient manner.
The Contractor will regularly clean street furniture in the District, including benches,
drinking fountains, street planters, pedestrian lighting,, tele hones and kiosks.
. The Contractor will remove ice and snow from sidewalks in the District by applying
City approved chemical de-icers as necessary to maintain free passage of pedestrians
on the sidewalks. "he City shall c ontinue to he responsible for sneer and ice removal
on the streets.
h. The Contractor will inspect all street and sidewalk brickwork in the District on a
regular basis and report all damage to the City'Fran s ortation and Public Works
Department.
2. The Contractor shall provide the following landscaping services in the District:
a. The Contractor shall maintain City-owned landscaping in the District (excluding tree
and shrub replacements and landscaping in City arts including,-,
(1) Watering
(2) Fertilizing
(3) Inspection
(4) Pruning.
(5) Treatment of wounds
Management and Improvement Services Agreement
with Downtown Fart Worth,Inc.
PILE Downtown
(6) Disease control
(7) Insect control
b. The Contractor's services shall include caring for and beautifying shrubs, trees,
decorations in all public City-owned planter boxes in the District except in parks.
Such services shall also include planting blooms in each of the planter boxes on
Houston, Main and Throck-i-norton Streets (11,000 square feet of planter boxes) two
times a year. The Contractor will replace all dead plants regularly.
c. The Contractor shall not be responsible for the maintenance and repair of plumbing or
electrical equipment except fo�r electrical equipment pertaining to the tree lights on
Houston, Main and Throckmorton Streets and replacement of any water sprinkler
heads, which are damaged by the negligence of the Contractor, its agents, servants,
employees, or subcontractors.
d. The Contractor shall report all electrical and plumbing problems to the City's
Transportation and Public Works office, which shall report the same to the
appropriate City department for timely correction.
e. The Contractor shall reimburse the City or,pay directly for any repairs resulting from
negligence or abuse of City electrical or plumbing facilities by Contractor, its agents,,
servants or employees,
f The Contractor shall coordinate supplemental utility usage for landscaped areas and
pay for all water usage for irrigation of planter boxes on Houston, Main and
Th roc kmorton Streets.
g. The City shall arrange for a meter to be issued to the Contractor to permit the
Contractor to remove water from fire hydrants in the District. Such meter shall be
issued by the City under the same terms and conditions, as such meters are customarily
issued to other Contractors.
h,. The Contractor shall advise the City's Transportation and Public Works Department
concerning the need for capital improvements, replacements, repairs and relocations,
of street furniture in the District.
i, The Contractor shall cooperate with those who provide audit and legal services to the
District.
Management and Improvement Services Ag-t-eement
with Downtown Fort Worth,,111C.
PID I (Downtown)