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HomeMy WebLinkAbout015356 - General - Contract - Downtown Fort Worth, Inc.CITY SECRETARY CONTRACT CONTRACT FOR IMPROVEMENTS AND/OR SERVICES IN THE FORT WORTH IMPROVEMENT DISTRICT NO. 1 STATE OF TEXAS § COUNTY OF TARRANT § WHEREAS, on July 22, 1986, the City Council of the City of Fort Worth, Texas, adopted a Resolution which created a public improve- ment district under Article 1269j-4.12, V.A.C.S., which district is known as the Fort Worth Improvement District No. 1 (the "District"); and WHEREAS, the City of Fort Worth (the "City") is authorized to utilize 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 authorized to levy and collect special assessments on property in the District, based on the spe- cial benefits conferred by the improvements and/or services, to pay the cost of such improvements and/or services; and WHEREAS, the City now desires to enter into a contract for certain improvements and/or services in the District, which improve- ments and/or services shall consist of a management program, a main- tenance and landscaping program, a promotions program, a security program, and a transportation and parking program; and WHEREAS, such improvements and/or services constitute a supple- ment to standard City services and an added increment of service to ensure the continued high quality of maintenance in the District and to provide other special benefits and services which will enhance the vitality and quality of the downtown area; and WHEREAS, Downtown Fort Worth, Inc., has offered to assist the City by providing, furnishing or performing the aforesaid improve- ments and/or services; and WHEREAS, the City and Downtown Fort Worth, Inc., mutually desire to enter a contract whereby, for the consideration stated below, Downtown Fort Worth, Inc., will provide, furnish or perform such improvements and/or services as further detailed herein; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That, for and in consideration of the mutual covenants, prom- ises and agreements contained herein, the City of Fort Worth, here- inafter referred to as "City", acting by and through Douglas Harman, its duly authorized City Manager, and Downtown Fort Worth, Inc., a Texas corporation, hereinafter referred to as the "Contractor", acting by and through •Vre.vtte_ et �2, its duly authorized , do hereby covenant and agree as follows: I. Engagement of Contractor The City hereby engages the Contractor, and the Contractor hereby agrees, to provide, furnish or perform the improvements and/ or services to be provided in the Fort Worth Improvement District No. 1 (hereinafter called the "District"), as described in this con- tract and all attachments hereto. II. Scope of Services by Contractor The overall scope and approach of the improvements and/or ser- vices to be provided, furnished or performed by the Contractor are more fully set forth in the Contractor's bid proposal to the City, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference for all purposes. Such improvements and/or ser- vices shall consist of the following: A. Management Program The Contractor shall provide the following administrative and management services for operation of the District: 1. Providing the staff and administrative services which are necessary to supervise the daily services and public space management provided by the District; 2. Establishing management, financial and program monitoring systems for operation of the District; 3. Establishing procedures for reporting to the City concern- ing operation of the District; 4. Establishing positions for administration and management of the District; 5. Recruiting, hiring, paying and supervising the work force which the Contractor will utilize to furnish services in the District; -2- 6. Providing office space for the Contractor's administrative and management personnel and an operations center for the Contractor's employees and equipment, if necessary; 7. Recommending actions and guidelines which the City of Fort Worth could take to regulate vending activities, outdoor cafes, kiosks and information booths and to coordinate the use of the public spaces in the District to maximize the contribution of activities and events; 8. Providing staff to participate in private or public meet- ings concerning operation of the District; 9. Providing liaison between the District, City, property owners, interested persons and groups to ensure successful operaton of the District; 10. Administering and supervising services in the District which are provided directly by the Contractor; 11. Entering contracts with subcontractors to provide land- scaping, street cleaning, sidewalk cleaning or other services which the Contractor wishes to provide through subcontract; 12. Supervising and monitoring the performance of subcontrac- tors who are employed by the Contractor; 13. Providing assistance to the City Planning Department con- cerning use of the District to complement downtown plan- ning proposals and projects; 14. Preparing and furnishing to the City a proposed budget for the operational costs and capital expenses of the District; 15. Preparing and furnishing to the City an annual projection of expected revenues for the District; 16. Assisting the City in briefing developers and property owners concerning proposed activities and projects which would complement private development activities in the District. Plazas, landscaping, street furniture and pedes- trian bridges are examples of such projects; 17. Functioning as the Information/Complaint Center for all matters relating to operation of the District. -3- B. Maintenance and Landscaping Program 1. The Contractor shall provide the following maintenance services in the District: a. The Contractor, either directly, or by subcontract; will sweep the streets within the District at least two days a week (streets in the District will be swept three times a week by the City). b. The Contractor will sweep and scrub all sidewalks within the District on a regular basis as frequently as necessary to keep the sidewalks in a clean, stain -free and trash -free condition. Sidewalks in the high -use or core area of the District will be swept at least once each day by a hand crew and once each night by mechanized sweepers, air blowers or high pressure water hoses. Core area sidewalks shall also be scrubbed once a week by mechanized equipment. Sidewalks in the District but outside the core area will be cleaned by mechanized sweepers, air blowers or high pressure water hoses and scrubbed weekly to ensure a clean, trash -free, stain -free appearance. The core area is shown on Exhibit "B", which is attached hereto. c. The Contractor will sweep the area around and within all bus shelters daily to ensure a clean, trash -free appearance. Bus shelters will be high-pressure, hot- water hosed once a day, five days a week, to remove dirt and stains from the shelter area. d. In addition to the City's regular once -a -day pickup of trash from receptacles in the District and the City's once -a -day pickup of trash from receptacles adjacent to bus shelters, the Contractor will make any other pickups which are necessary to ensure that the receptacles in the District have adequate capa- city remaining at all times. e. The Contractor will remove litter from sidewalks and streets in the District in a timely and efficient manner. f. The Contractor will regularly clean street furniture in the District, including benches, drinking foun- tains, street planters, pedestrian lighting, tele- phones and kiosks. g. The Contractor will remove ice and snow from side- walks in the District by applying City -approved -4- chemical de-icers as necessary to maintain free passage of pedestrians on the sidewalks. (The City shall continue to be responsible for snow 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 Transportation 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 replace- ments and landscaping in City parks) including: (1) Watering (2) Fertilizing (3) Inspection (4) Pruning (5) Treatment of wounds (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 Main and Throckmorton Streets (11,000 square feet of planter boxes) four times a year. The Contractor will replace all dead plants regularly. c. The Contractor shall not be responsible for the main- tenance and repair of plumbing or electrical equip- ment except for 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 Contrac- tor, its agents, servants, employees or subcon- tractors. d. The Contractor shall report all electrical and plumb- ing problems to the City Manager's 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 -5- 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 above amount equal to that used by the City over the past 12 months. 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 office of the City Manager 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. C. Promotions Proqram The Contractor shall promote, supervise and coordinate various activities and events in the District so as to provide a more active, interesting and varied environment. These services shall in- clude: 1. Directly promoting, supervising and coordinating a number of activities within the District. Thirty-six weeks of activities will be programmed in cooperation with sponsors of existing noon and evening activities. Approximately one-half of the activities will be conducted in public spaces and the other one-half will be conducted in privately -owned "semi-public" space such as plazas and mall areas. Activities will range from jazz, classical and western concerts to demonstrations of crafts, cooking, safety, woodworking, fashion shows, public speakers and demonstrations of consumer products. The Contractor will encourage the use of volunteers for the staffing of such activities and will attempt to leverage funds from interested businesses to provide the thirty-six weeks of activities; 2. Coordinating public events and activities in the District to minimize scheduling conflicts and maximize the benefits of each event or activity; -6- 3. Promoting, supervising and coordinating major downtown seasonal promotional events which are strongly oriented toward retail shoppers. Such events will include assuming the responsibility for presenting the existing Christmas Program Parade and Festival Fort Worth. The Contractor will provide staff to organize these events and will encourage the use of volunteer staffing for such events; 4. Promoting and marketing the District on a comprehensive and coordinated basis as a safe, clean, exciting place to work, visit, shop or find entertainment; 5. Monitoring and evaluating all major events in the District to improve the quality of the events and to meet changing needs in the District; 6. Posting public information on kiosks and in display case spaces in the District and periodically removing old, out- dated information from the kiosks and display cases; 7. Monitoring kiosks and display cases daily to ensure that they remain free of inappropriate materials; 8. Setting up a system to collect data about each event and activity in the District. Information collected shall in- clude the number and type of people attending, costs, people's responses to the activities, problems encountered and other information useful in planning future events; D. Security Program The Contractor shall provide for an increased level of security presence in the District in the following manner: 1. Acting as a liaison with the City concerning the need for a significant foot patrol and mounted patrol presence in the District; 2. Acting as a liaison with the City concerning the need for police cruiser patrol in the District; 3. Providing funds for 25 percent of a police sergeant's salary to coordinate all police activity in the District. This sergeant will report police schedules and criminal activity in the District to the Contractor on a regular basis so that the Contractor may act as a liaison with property owners and tenants in the District; -7- 4. Assisting the Police Department in establishing a Crime Prevention/Public Relations program designed to improve the security image of the District and to reduce crime; 5. Promoting better coordination between private security departments in the District and the Police Department to gain the highest level of security presence possible; 6. Providing increased parking garage and parking lot secu- rity through a safety inspection program to be operated by the Contractor and the Police Department; and, when neces- sary, requesting police surveillance of particular garages or lots on a short-term basis; 7. Advising the City concerning the need for increased park security through foot and cruiser patrol on a coordinated basis. E. Transportation and Parking Program The Contractor shall assist the City in improving traffic cir- culation and parking in the District in the following ways: 1. Improving access into the District by cooperative promo- tion of CITRAN and Rideshare; 2. Improving short-term parking in the District by working with the City to eliminate abuses of short-term parking meters; 3. Improving circulation in the District by working with the City to improve parking lot signs and point of interest signs; 4. Improving the image of parking and transit in the District by cooperating with CITRAN and the City in the promotion of parking lots and mass transit service; 5. Proposing modifications or improvements which would en- hance the operations of free zone bus service in the District. Particular attention will be made to routing and scheduling needs. 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. In providing such improvements and/or services, the Contractor shall take such steps as are appropriate to insure that the work involved is properly coordinated with related work being performed by the City. ME The Contractor represents that it has, or will, secure at its own expense all materials, supplies, machinery, equipment, tools, superintendence, labor, personnel insurance, and other accessories and services necessary to provide such improvements and/or services in accordance with all of the requirements of the Request for Proposals. The Contractor's personnel shall not be employees of or considered under any contractual relationship with the City. Unless otherwise specifically provided herein, all of the improvements and/or services required hereunder will be performed by the Contractor or under its supervision, and all personnel engaged by the Contractor shall be fully qualified to perform such improvements and/or services. The City's Duties and Responsibilities A. The City shall provide the following services in connection with operation of the District and with the performance of this con- tract: 1. Levying and collecting assessments and recording the same in a separate revenue account; 2. Making payments to the Contractor from special assessment revenues; 3. Maintaining the existing level of services which the City currently provides in the District; 4. Maintaining complete and detailed records concerning any expenditures of special assessment revenues which are made through City departments, boards or agencies; 5. Promulgating rules and regulations pertaining to the use of the public space in the District after receiving the Contractor's advice and assistance; 6. Retaining and expending revenues from special assessments, penalties, interest and investment income thereon in the District; 7. Preparing an annual report of delinquent property assess- ments and liens thereon to be filed in the County Clerk's office; 8. Making regular reports to the Contractor concerning delin- quent assessments and making billings thereon as neces- sary; -9- 9. Producing an annual assessment roll of property owners and property within the District; 10. 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 Paragraph 3 above, paying the assessments on City property in the District, and paying for improvements and/or services that the Contractor performs in the District, subject, however, to the provisions of Section VII hereof; B. In addition, as part of the maintenance and landscaping pro- gram, the City shall pay Downtown Fort Worth, Inc., the sum of $45,112 to reimburse Downtown Fort Worth, Inc., for part of a $169,000 payment which Downtown Fort Worth, Inc., has agreed to make to the City to offset a shortfall in City funds for the Houston/ Throckmorton Bus Spine Improvements Project. The City shall make such payment as soon as funds are reasonably available to the City out of special assessments against property in the District. Such payment shall be included in the $482,084.00 which the City has agreed to pay the Contractor for the maintenance and landscaping program. IV. Amendments to Contract This contract shall not be considered to be modified, altered, changed or amended in any respect unless the same is done in writing and is signed by both parties. V. Term The initial term of this contract will be for a period begin- ning October 1, 1986, and terminating September 30, 1987. This contract may be extended for up to two additional one-year terms beyond the initial term upon mutual agreement of both parties. An extension shall be in the form of an amendment to the contract. The compensation for contract extensions may be adjusted in accordance with the annual service plan approved by the City Council. The agreement between both parties to exercise the extension option must be completed at least thirty (30) days prior to the end of the cur- rent contract term. VI. Payments to Contractor A. The City shall pay the Contractor monthly in advance for performance of the work. At the beginning of each month, the -10- Contractor shall send the City an invoice detailing the improvements and/or services to be performed during that month. Upon approval of such invoice and the improvements and/or services to be performed, the City shall, within ten (10) working days, pay the invoice. B. The Contractor shall make a monthly work report to the City Manager or his designated representative. This monthly report shall detail all of the Contractor's significant work activities during the preceding month. The format of the report shall be mutually agreed upon by the Contractor and the City Manager. The report shall be due on the first working day of the month. Payments to the Contractor may be withheld if the monthly report is not received. The City Manager or his designated representative shall have the right to verify that the report is complete and accurate. C. Total payments to the Contractor hereunder shall not exceed the following amounts for the following improvements and/or ser- vices, which amounts are based on the cost of twelve (12) months of work: 1. Management Program $141,888 2. Maintenance and Landscaping Program $482,084 3. Promotions Program $ 98,313 4. Security Program $ 19,147 5. Transportation and Parking Program $ 2,000 GRAND TOTAL $743,432 It is understood, however, that the Contractor may not be able to begin providing all of such improvements and/or services immediate- ly. In the case of any improvements and/or service which the Contractor does not provide throughout the entire twelve (12) month term of the contract, the Contractor shall receive a pro rata pay- ment to cover only the months when such improvements and/or service were actually provided. VII. Availability of Funds If funds from special assessments are not available or are insufficient for the City to make the payments due hereunder, the City will immediately notify the contractor of such occurrence, and this contract may be terminated by the City on the last day of the month for which funds were available without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds are available from special assessments. In the alternative, when insufficient funds are available from assessments, the City and the Contractor may meet and negotiate an amendment to this contract so that the scope of -11- improvements and/or services to be provided by the Contractor will correspond to the amount of available funds. VIII. Public Convenience and Safet A. The Contractor shall observe City ordinances relating to obstructing streets, keeping alleys or other right-of-way open and protecting same and shall obey all laws and City ordinances control- ling or limiting those engaged in the work. B. The Contractor shall perform his duties in a manner that will cause the least inconvenience and annoyance to the general public and the property owners. Contractor will exercise every necessary precaution for the safety of the property and the protec- tion of any and all persons and/or property located adjacent to or making passage through said property. IX. Right of Ownership All permanent public facilities and equipment owned by City within the Fort Worth Improvement District No. 1 shall remain prop- erty of City, and such property cannot be disposed of by Contractor without the express written consent of City. X. Discrimination by Contractor A. The Contractor, in the execution, performance or attempted performance of this contract, will not discriminate against any person or persons because of sex, race, religion, color or national origin, nor will the Contractor permit its officers, agents, employees or subcontractors to engage in such discrimination. B. This contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth, and the Contractor hereby covenants and agrees that the Contractor, its officers, agents, employees and subcontractors, have fully complied with all provisions of same and that no employee or applicant for employment has been discriminated against under the terms of such ordinances by either the Contractor, its officers, agents, employees or subcontractors. -12- XI. Minority Business Enterprise Policy The City has adopted goals for the participation of minority and women owned business enterprises in City contracts. Compliance by the Contractor with the policies designed to meet these goals is mandatory; failure by the Contractor to comply with such policies shall constitute a breach of this contract and shall be grounds for termination by the City. Any subcontracts to be performed hereunder shall also be subject to provisions of the City's policies concern- ing goals for the participation of minority and women owned business enterprises in City contracts. XII. Contractor Liabilit The Contractor shall assume full liability for any damages to any public or private property which is due to the negligence of contractor, its subcontractors, agents, permitees or assigns. XIII. Personal Liability of Public Officials No employee of the City of Fort Worth, nor any other agent of the City, shall be personally responsible for any liability arising under or growing out of the contract or operations of the contractor under the terms of this contract. XIV. City Not Liable for Delay It is further expressly agreed that in no event shall the City be liable or responsible to the 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. XV. Indemnification A. The 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 damages or injuries, including death, to any and all persons or property, whether real or asserted, arising out of or in connection with any -13- negligent act or omission on the part of the Contractor, its offi- cers, agents, servants, employees or subcontractors. Such indemnifi- cation shall include Workers' Compensation claims of or by anyone whomsoever in any way resulting from or arising out of the Contractor's work, services and operations in connection herewith, including operations of subcontractors, if any, and the acts or omissions of employees or agents of the Contractor. B. Contractor shall likewise indemnify and hold harmless the City for any and all injury or damage to City property, arising out of or in connection with any and all negligent acts or omissions of Contractor, its officers, agents, employees, contractors, subcon- tractors, licensees or invitees. C. Insurance coverage specified herein constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability of the Contractor under the terms of this Contract. The Contractor shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance that, in its own judgment, may be necessary for proper protection in the prosecu- tion of its work. XVI. 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 and the exclu- sive right to control the details of the services and work performed hereunder, and all persons performing the same; and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors; that the doctrine of respondeat 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, agent, servant or employee of the City. XVII. Insurance The Contractor shall not commence work under this contract until it has obtained all the insurance required under the contract, and such insurance has been approved by the City. Contractor shall be responsible for delivering to the City the Contractor's certifi- cate of insurance for approval. Contractor shall indicate on the -14- certificate of insurance whether or not its insurance covers subcon- tractors. It is the intention of the City that the insurance coverage required herein shall include the coverage of all subcon- tractors. A. COMPENSATION INSURANCE: The Contractor shall maintain, during the life of this contract, Workers' Compensation Insurance on all of its employees to be engaged in work under this contract and for all subcontractors. In case any class of employees engaged in hazardous work under this contract is not protected under the Workers' Compensation statute, the Contractor shall provide ade- quate employer's general liability insurance for the pro- tection of such employees not so protected. B. COMPREHENSIVE GENERAL LIABILITY INSURANCE: The Contractor shall procure and shall maintain during the life of this contract public liability and property damage insurance in an amount not less than $300,000 covering each occurrence on account of bodily injury, including death, and in an amount not less than $100,000 covering each occurrence on account of property damage. C. AUTOMOBILE INSURANCE - BODILY INJURY AND PROPERTY DAMAGE: The Contractor shall procure and maintain, during the life of this contract, comprehensive automobile liability insurance in an amount not less than $100,000 for injuries including accidental death to any one person and subject to the same limit for each person an amount not less than $300,000 on account of one accident, and automobile prop- erty damage insurance in an amount not less than $100,000. D. SCOPE OF INSURANCE: The insurance required under the above paragraphs shall provide adequate protection for the Contractor and its subcontractors, respectively, against damage claims which may arise from operations under this contract, whether such operations be by the insured or by anyone directly or indirectly employed by the insured. All insurance requirements made upon the Contractor shall apply to subcontractors should the Contractor's insurance not cover the work operations of subcontractors. E. LOCAL AGENT FOR INSURANCE: The insurance company with whom the Contractor's insurance is written shall be represented by an agent or agents having an office located within the Fort Worth -Dallas 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 of Fort Worth, or any other claimant, any claims that -15- the City of Fort Worth or 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. Contractor shall keep the required insurance in full force and effect at all times during the term of this contract and any renewals thereof. Contractor shall furnish to City a certificate of insurance on a form furnished and approved by City, evidencing that Contractor has obtained the required insurance coverage. All policies must provide that they may not be changed or cancelled by the insurer in less than five (5) days after the City of Fort Worth has received written notice of such change or cancella- tion. Such insurance amounts may be revised upward at City's request, and Contractor shall revise such amounts within thirty (30) days after receipt of such request. XVIII. Laws to be Observed The Contractor at all times shall observe and comply with all federal and state laws, local laws, ordinances, orders and regula- tions of the federal, state, county or city governments. The Contractor represents that the Contractor is familiar with all federal, state and local laws, ordinances and regulations which affect those engaged or employed in the work or equipment used in the work, or which in any way affects the conduct of the work, and no pleas of misunderstanding will be considered on account of ignor- ance thereof. XIX. Taxes The Contractor shall pay all federal, state and local taxes which may be chargeable against the performance of this work. XX. Permits Before a notice to proceed will be issued, the Contractor shall obtain and pay for any necessary permits and licenses, whether issued by the state, county or city, and furnish proof thereof. XXI. Character of Workmen and Work The Contractor and the Contractor's employees, including sub- contractors, shall be competent and careful workmen skilled in their -16- respective trades. The Contractor shall not employ any person who repeatedly engages in misconduct or is incompetent or negligent in the due and proper performance of his duties. 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 is necessary that it be performed in an acceptable manner and at a satisfactory rate of progress. XXII. Equipment The Contractor shall at all times maintain its equipment in a clean, serviceable condition. All equipment shall be properly licensed and inspected and clearly marked with the contractor's name. The continued use of unserviceable and improper equipment shall be considered a breach of contract. XXIII. Assigning or Subletting the Contract The Contractor shall not assign or sublet the contract or any portion of the contract without written approval of the City Manager. The City's written approval of the Contractor subletting work shall not be considered as making the City a party to such sub- contract or subjecting the City to liability of any kind to any Contractor. No subcontract shall under any circumstances relieve the Contractor of his liability and obligations under the contract; all transactions will be made through the Contractor. Such subcontrac- tors will be recognized and dealt with only as workmen and represen- tatives of the Contractor. Any subcontracts shall be subject to the provisions of Section XI hereof. XXIV. Breach of Contract All terms, conditions and specifications of the contract shall be considered material, and failure to perform any part of the contract shall be considered a breach of contract. Should the Contractor fail to remedy any breach of contract within fourteen (14) days after written notification to the Contractor of the violation, the City may, at its option and in addition to any other remedies available to it under law, terminate the contract. This contract shall not be terminated, however, if the Contractor has commenced to cure the breach within said fourteen (14) day period, and thereafter pursues such cure with reasonable diligence and in good faith. -17- XXV. Contract Administration The City Manager has designated Ann Long Diveley to administer this contract. The City assigns to the Contractor the responsibility to perform the administrative, supervisory and management tasks for the District as set forth in the Request for Proposals. The Contractor shall be responsible for operation, oversight and super- vision of the management program, the maintenance and landscaping program, the promotions program, the security program and the trans- portation and parking program. XXVI. Information The 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 rela- tive to the project as may be requested by the City. XXVII. Books and Records The Contractor shall maintain complete and accurate records with respect to costs incurred under the contract. All such records shall be maintained on a generally -accepted accounting basis and shall be clearly identified and readily accessible. The 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 transcripts therefrom. The Contractor shall further allow the City and its representatives to make inspections of all work data, documents, proceedings and activities related to this contract. Such right of access and audit shall continue for a period of three (3) years from the date of final payment under this contract. XXVIII. Performance Audit City shall have the right to conduct a performance audit and evaluation of Contractor at such times as City deems necessary. The Contractor shall fully cooperate with any such performance audit. The City may employ consultants at the City's expense to assist City in the audit. The contractor agrees to give the City and its consul- tants access to all reports, data, schedules, etc., which may be required to conduct said performance audit. -18- XXIX. Notices Any notices, bills, invoices or reports required by this con- tract shall be conclusively determined to have been delivered at the time same is deposited in the United States mail, in a sealed envelope with sufficient postage attached, to the addresses listed below: City of Fort Worth Downtown Fort Worth, Inc. ATTN: City Manager ATTN. Ken Devero, Executive Director 1000 Throckmorton Street Suite 505, Fort Worth Club Fort Worth, Texas 76102 Building North Fort Worth, Texas 76102 XXX. Headings Disregarded The titles of the several sections, subsections and paragraphs set forth in this contract are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this contract. XXXI. Venue and Jurisdiction Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted perfor- mance or nonperformance of this contract, venue for said action shall lie in Tarrant County, Texas. This contract and any action in connection herewith shall be governed, construed and enforced by the laws of the State of Texas. XXXII. Severability In case any one or more of the provisions contained in this contract shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this contract, which contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. -19- XXXIII. Non -waiver The failure of the City to insist upon the performance of any term or provision of this contract or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such term or right on any future occasion. XXXIV. Entirety of Agreement This written instrument and all attachments incorporated herein by reference constitute the entire agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous oral or written agreements which purport to vary from the terms hereof shall be void. WITNESS the following signatures and seals this _ day of _ 1986. ATTEST: Ruth Howard, City Secretary APPROVED AS TO FORM AND LEGALITY: Fof- W e Adkins, City Attorney i Date:________________ ATTEST: 7 _____ (signature) Title: 5CX y Contract Authorization Date CITY OF FORT WORTH, TEXAS By • �r�_ C _ ouglas Harman, City Ma ager THE CONTRACTOR: DOWNTOWN FORT WORTH, INC., a Texas Corporation (signature) Title: -20- °"� ..:.. C2t ' of Fort Worth fie. LS r.... .. - MASTER FILE v` Mayor and Council Communication y ACCOUNTING+2 TRANSPO:TTl7cl-23-8 � WORK EFERENCE SUBJECT: Award of Contract for- Services UMBER PAGE in Fort Worth Improvement District 4 99 223-86 C-9866 No. 1 N&TER MMINTSTHAT10N LAYS -1 • Reco=endations: - - It is recommended that the City Council: 1. -Adopt the attached supplemental appropriations ordinance which increases estimated revenues accruing to Special Fund No. 87, "Fort Worth Improve- ment District No. 1" for fiscal year 1986-1987 by $743,432, the estimated amount of proposed special assessments, and appropriates $743,432 from Special Fund No. 87 to provide funds for the project described below. 2. Adopt the attached ordinance: A. declaring the need for and ordering the project; B. making provisions for levying assessments; C. directing the City Manager to prepare estimates of costs and amounts to be assessed; D. awarding a contract to Downtown Fort Worth, Inc., in the amount of $743,432, based on their low bid. 3. Adopt the attached supplemental appropriations ordinance which decreases the undesignated fund balance of the General Fund for fiscal year 1986- 1987 by appropriating $80,000 to Special Fund No. 87 to pay proposed assessments against the City of Fort Worth's property in the district. 4. Authorize the City Manager to pay the proposed assessment of $80,000 against the City's property from funds available in Special Fund No. 87. Origin of the Project: On July 22, 1986, the City Council (M&C G-6742) adopted a resolution which established the Fort Worth Improvement -District No. 1. The District is comprised of the following area: the area bounded by Jones Street on the east; Lancaster Avenue cn the south; Texas Street, Macon Street, Fourth Street, Burnett Street, Belknap Street and Taylor Street on the west; and the Trinity River and the East 100 and East 200 blocks of Bluff Street on the north.. The Council also adopted the service, improvement and assessment plan recom- mended by the Advisory Board of the district and authorized the City Manager to take bids for proposed improvements and/or services in the k�ti 'The project has been advertised and bids have been taken. - .. . .: . •\ - l ;- - . DATE 9-23-86 REFERENCE NUMBER C-9866, W JECT: Award of Contract or Services in Fort Worth Improvement District 2 PAGE Scope of I proveents and Services: The improvements and/or services in the district will consist of: (1) a maintenance and landscaping program; (2) a promotions program; (3) a security program; (4) a transportation and parking program; and (5) a management program. The improvements and/or services will be provided under contract for the period from October 1, 1986 to September 30, 1987. The contract may be renewed for up to two successive one-year terms. Project Cost and Financing: The contract will be financed exclusively by special assessments against property in the district as provided in Article 1269j-4.12, V.A.C.S.- Assess- ments will be based on the value of property but may not exceed an amount equal to 8.5 cents per $100 of. value as determined by the City Council. The 'estimated annual assessment against City property is $80,000. The contract for improvements and/or services will provide that if funds from special assessments arenot available or are insufficient to make the monthly payments due thereunder, the City will immediately notify the contractor and the contract may be terminated on the last day of the month for which -funds were available without penalty or expense to the City for which funds are available from special assessments. In the alternative, if insufficient funds are available, the City and the contractor may renego- tiate the scope of services so that the services will correspond to the amount of available funds. The contract will further provide that under the district maintenance and landscaping program the City of Fort Worth shall make an annual payment of $45,112 to Downtown Fort Worth, Inc. as reimbursement for part of a $169,000 pledge which Downtown Fort Worth, Inc. made to the City for the Houston/Throckmorton Bus Spine Improvements Project. This project is now under construction. The payment shall be made directly to Downtown Fort Worth, Inc. out of the special assessments. Receipt of Bids: The project was advertised for bids on August 27, 1986, and September 2, 1986, and the following bids were received on September 15, 1986: Bidder Amount 1. Downtown Fort Worth, Inc. A. Management Program $141,888 B. Maintenance and Landscaping Programnt, C. Promotions Program 313,Y D. Security Program {it9;14 E. Transportation and i. i ...... . _ ..._ Park' ng Program Total Bid. $ 3,432 '. . FORM NO. TCPP-2 Effective • December 1, 1987 TEXAS COMMERCIAL PACKAGE POLICY CHANGE ENDORSEMENT ] rh..t t} . rnmmnn r1eo1 iratinnc ce nart declarations, schedules and/or coverage forms are modified as indicated below: -______-___.. , ,., - NAMED INSURED io.l to:,n _ c t iort`.i, AGENT COMPANY te l"F11L CO. /etcre iflixLc' Iris. Co. POLICY NUMBER EFFECTIVE DATE i��2 21 12 7- %- COVERAGE PART INFORMATION —Coverage parts affected by this change as indicated by ❑x below. :❑ Commercial Property .© Commercial General Liability ❑ Commercial Crime ❑ Commercial Inland Marine CHANGE DESCRIPTION i o h i Cl�;',> 1;�cri L1Dt1 1r C�� i1C'" T L 1 c t:i,.�. %•>f!t: 1:111.=! C �::Y� i t l._ __ - to reei.: Office connLrnct^(! +.1L'i.':? City of Fort .'dor ti to :' 3.T? 1", ". an::,-arovidc_� env .c'r in ��.� FortG 1ortt,. L,l; sc v. .. _n r District Co. 1 This Endorsement forms a part of your Policy and should bs attrched to the same. Please DO NOT FAIL to do this. FORMS ATTACHED AS THE RES•T:LT OF THIS CHANGE TITLE NUM 1�a r Se PREMIUM CHANCE Additional $_:/C Return $ Premium due on the effective date of this change. COUNTERSIGNATURE This change endorsement is not valid unless countersigned by a duly authorized Agent of such company. o AutW(eA&),* j COMPANY Countersignature Date t ?Oi L 1,i.''/ /J1/J THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TI.ac Prescribed by the State Board of Insurance ,' 1 Form No. TCPP-2—`",Texas Commercial Package Policy Change Endorsement —Effective December 1, 1987 L', . zw 303 MAIN STREET • FORT WORTH, TEXAS 76102 • (817) 336-3030 METRO 429-3033 G,B, BRANTS • K.D, McKENZIE • H,C, BRANTS, JR. • R.A. FERGUSON • E.E. STOCKER, JR. AFFILIATE: BRANTS REALTORS, INC.