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HomeMy WebLinkAboutContract 17438 CONTRACT FOR IMPROVEMENTS AND/OR SERVICES IN THE FORT WORTH IMPROVEMENT DISTRICT NO. 1 STATE OF TEXAS § UR COUNTY OF TARRANT § CITY SECK CONTRACT No 7M WHEREAS, on September 5, 1989, the City Council of the City of Fort Worth, Texas, adopted a Resolution which reestablished a public improvement district under Chapter 372, Local Government Code, 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 special 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 improvements and/or services shall consist of a management pro- gram, a maintenance and landscaping program, a promotions program, a marketing program, a security program, and a transpor- tation and parking program; and WHEREAS, such improvements and/or services constitute a sup- plement 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 improvements 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 per- form such improvements and/or services as further detailed here- in; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That, for and in consideration of the mutual covenants, promises and agreements contained herein, the City of Fort Worth, hereinafter referred to as "City" , acting by and through David A. Ivory, its duly authorized City Manger, and Downtown Fort Worth, Inc . , a Texas corporation, hereinafter referred to as the "Contractor" , acting by and through John M. Stevenson, its duly authorized Chairman, 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 provi,,,ded in the Fort Worth Improvement District No. 1 (hereinafter called the "District" ) , as described in this contract and all attachments hereto. II . Scope of Services by Contractor The overall scope and approach of the improvements and/or services to be provided, furnished or performed by the Contractor are more fully set forth in the Contractor's 1989-1990 Budget and Service Plan which is on file in the office of the City Secretary of the City of Fort Worth which is incorporated herein by reference for all purposes . Such improvements and/or services 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 pub- lic space management provided by the District; 2 . Providing management, financial and program monitoring systems for operation of the District; 3 . Providing required reports to the City concerning opera- tion of the District; 2 4 . Providing staff for administration and management of the District; 5 . Recruiting, hiring, paying and supervising the work force which the Contractor will utilize to furnish ser- vices in the District; 6 . Providing office space for the Contractor's administra- tive and management personnel and an operations center for the Contractor's employees and equipment, if neces- sary; 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 meetings concerning operation of the District; 9 . Providing liaison between the District, City, property owners, interested persons and groups to ensure success- ful operation 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 elects to provide through subcontract; 12 . Supervising and monitoring the performance of subcon- tractors who are employed by the Contractor; 13. Providing assistance to the City Planning Department concerning use of the District to complement downtown planning proposals and projects; 14 . 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 pedestrian bridges are examples of such projects; 15. Functioning as the Information/Complaint Center for all matters relating to operation of the District and advis- ing the City in a timely manner of any problems with City-owned equipment or facilities in 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 subcon- tract, 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/or high-pressure hot water wash 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. 41 Core area sidewalks shall also be high-pressure hot water washed 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 weekly to ensure a clean, trash-free, stain-free appearance. The core area is shown on Exhibit "A" , 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 capacity 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 furni- ture in the District, including benches, drinking 4 fountains, street planters , pedestrian lighting, telephones and kiosks . g. The Contractor will remove ice and snow from side- walks in the District by applying City-approved 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 side- walk 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 a. The Contractor shall maintain City-owned landscap- ing in the District ( excluding tree and shrub replacements and landscaping in City parks) includ- ing: ( 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 Houston, Main and Throckmorton Streets ( 11, 000 square feet of planter boxes) two times a year. The Contractor will replace all dead plants regu- larly. C . The Contractor shall not be responsible for the maintenance and repair of plumbing or electrical equipment except for electrical equipment pertain- ing to the tree lights on Houston, Main and Throckmorton Streets and replacement of any water sprinkler heads which are damaged by the negli- gence of the Contractor, its agents , servants, employees or subcontractors . 5 d. The Contractor shall report all electrical and plumbing 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 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 Throckmorton 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 bar issued by the City under the same terms and conditions as such meters are custo- marily issued to other Contractors . h. The Contractor shall advise the office of the City Manager concerning the need for capital improve- ments, replacements, . repairs and relocations of street furniture in the District. i. The Contractor shall cooperate with those who pro- vide audit and legal services to the District. C. Promotions Program 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 include: 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 con- ducted 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 6 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; 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 . Monitoring and evaluating all major events in the District to improve the quality of the events and to meet changing needs in the District; 5 . Posting public information on kiosks and in display case spaces in the District and periodically removing old, outdated information from the kiosks and display cases; 6 . Monitoring kiosks and display cases daily to ensure that they remain free of inappropriate materials; 7 . Setting up a system to collect data about each event and activity in the District. Information collected shall include 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. Marketing Program The Contractor shall provide a marketing program which shall include the following services : 1. Developing a public relations/public service campaign to reach downtown workers, surrounding neighborhoods, and the convention and visitors market; 2 . Seeking a wide variety of media exposure for the District; 3 . Placing both public service and nonprofit ads to maintain a positive image of the District in the public view; 7 4 . Organizing, publishing and distributing a bimonthly calendar of events in the District; 5 . Cooperating and communicating with businesses in the District, the Chamber of Commerce, the City of Fort Worth, the Fort Worth Transportation Authority and the Convention and Visitors Bureau; 6 . Evaluating existing data and obtaining new data to build a reliable informaiton base about the District and its markets . E. Security Program The Contractor shall provide for an increased level of security presence in the District in the following ways: 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; 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 pos- sible; 6 . Providing increased parking garage and parking lot security through a safety inspection program to be operated by the Contractor and the Police Department; and, when necessary, 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 . 8 F. Transportation and Parking Program The Contractor shall assist the City in improving traffic circulation and parking in the District in the following ways: 1. Improving access into the District by cooperative promo- tion of The T 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 The T and the City in the promotion of parking lots and mass transit service; 5 . Proposing modification or improvements which would enhance 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 provid- ing 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. 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 Contractor's Proposal. 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 . 9 III . 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 contract: 1 . Levying and collecting assessments and recording the same in a separate revenue account; 2 . Making payments to the Contractor from special-- assess- ment 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 assess- ments , penalties , interest and investment income thereon in the District; 7 . Preparing an annual report of delinquent property assessments and liens thereon to be filed in the County Clerk's office; 8. Making regular reports to the Contractor concerning delinquent assessments and making billings thereon as necessary; 9 . Producing an annual assessment roll of property owners and property within the district. B. 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 Sections VI and VII hereof . 10 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 beginning October 1, 1989, and terminating September 30, 1990. This contract may be extended for up to four 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 current 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 Contractor shall send the City an invoice detailing the improve- ments 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 fifteenth ( 15th) 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 revenues and payments to the Contractor shall consist of the following amounts shown below for the following .improve- ments and/or services, which amounts are based on the cost of twelve ( 12) months of work: 11 Revenues Total from Contractual Revenues assessmts .Revenues Revenues to 1989-1990 from from Contrac- FY City Others for (a) Maintenance & Landscaping Prog. $326 ,580 $96 ,3251 $22 ,095 $445,000 (b) Promotions Program 108,257 5,000 113,257 (c) Marketing Program 56 ,743 56 ,743 (d) Security Program 23,818 23,818 (e) Transportation & Parking Prog. 4 ,550 4 ,550 ( f) Management Prog. 136 ,903 13, 170 150,073 TOTAL REVENUES $656 ,851 $96 ,325 $40,2652 $793,4413 Note 1 - The $96 ,325 is payment from the City to the Contractor for performance of the follol7ing services which were previously performed by the City: a) Planter box maintenance $38, 000 b) Sidewalk cleanup and garbage pickup on Main Street $22, 000 c) Planter box and sidewalk cleanup on Houston Street and Throckmorton Street as well as on 10th Street and Throckmorton Street adjacent to the Municipal Complex 536 . 325 $96 ,325 Note 2 - The $40,265 is revenue to be collected directly by the Contractor from others . The $20,095 consists of $15, 000 to be collected by the Contractor from the "T" for bus shelter cleaning and $7, 095 from promotional events or contingency funds , if available. The $5,000 and $13, 170 are revenue to be raised by the Contractor through promotional events or contingency funds, if available. The City is not responsible for payment of the $40,265 to the Contractor. Note 3 - $793,441 is the total cost of all programs. Payments by the City to the Contractor under this contract shall consist of $656,851 from assessments and $96, 325 in contractual payments . The remaining balance of $40,265 is revenue which the Contractor will raise and expend on the programs. The City is not respon- sible for payment of the $40,265 to the Contractor. 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 12 rata payment to cover only the months when such improvements and/or service were actually provided. VII . Availability of Funds If the $656,851 in revenue from special assessments is not available or is 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 alter- native, 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 improvements and/or ser- vices to be provided by the" Contractor will correspond to the amount of available funds. VIII . Public Convenience and Safety 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 controlling 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 pro- tection 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 property of City, and such property cannot be disposed of by Contractor without the express written consent of City. 13 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 discrimina- tion. B. This contract is made and entered into with reference .specif- ically 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 subcon- tractors, have fully complied with all provisions of same and that no employee or applicant for employment has been discrimi- nated against under the termm of such ordinances by either the Contractor, its officers, agents, employees or subcontractors . XI . Minority Business Enterprise Policy The City has adopted goals for the participation of minority and women owned business enterprises in City contracts . compli- ance 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 concerning goals for the participation of minority and women owned business enterprises in City contracts . XII . Contractor Liability 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 14 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 per- son for or on account of any stoppage or delay in the work herein provided for by injunction or other legal or equitable pro- ceedings, 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 connec- tion with any negligent act or omission on the part of the Contractor, its officers, agents, servants, employees or subcon- tractors, and the Contractor does hereby assume all liability and responsibility for injuries, claims or suits for the damages to persons or property, of whatsoever kind or character, whether real or asserted, occurring during or arising out of the perfor- mance of this contract as a result of any negligent act or omission on the part of the Contractor, its officers, agents, servants , employees or subcontractors . Such indemnification shall include Workers' Compensation claims of or by anyone whomso- ever in any way resulting from or arising out 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 omis- sions of Contractor, its officers, agents, employees, contrac- tors, subcontractors, 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 15 that, in its own judgment, may be necessary for proper protection in the prosecution 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 exclusive 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 point enterprise between City and Contractor. No person performing any of the work and services described hereunder shall be considered an officer, agent, ser- vant 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 con- tract and such insurance has been approved by the City. Contractor shall be responsible for delivering to the City the Contractor's certificate of insurance for approval . Contractor shall indicate on the certificate of insurance whether or not its insurance covers subcontractors . It is the intention of the City that the insurance coverage required herein shall include the coverage of all subcontractors . 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 adequate employer's general liability insurance for the protection 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 16 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 prop- erty damage. C. AUTOMOBILE INSURANCE - BODILY INJURY AND PROPERTY DAMAGE: The Contractor shall procure and maintain, during the life of this contract, comprehensive auto- mobile liability 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 acci- dent, and automobile property 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 clams 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 the City of Fort Worth, 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. 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 cancellation. Such insurance amounts may be revised upward at City's request, and 17 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 regulations of the federal, state, county or city governments. The 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 ignorance 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 proceeding with the work hereunder, 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 subcontractors, shall be competent and careful workmen skilled in their 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 per- formed for the public benefit and it is necessary that it be performed in an acceptable manner and at a satisfactory rate of progress . 18 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 sub- letting work shall not be considered as making the City a party to such subcontract or subjecting the City to liability of any kind to any Contractor. No subcontract shall under any circum- stances relieve the Contractor of his liability and obligations under the contract; all transactions will be made through the Contractor. Such subcontractors will be recognized and dealt with only as workmen and representatives 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 con- tract. 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. XXV. Contract Administration The City Manager shall designate a representative to admin- ister 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 this contract 19 and the 1989-1990 Budget and Service Plan which is on file in the office of the City Secretary. The Contractor shall be responsi- ble for operation, oversight and supervision of the management program, the maintenance and landscaping program, the promotions program, the marketing program, the security program and the transportation 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 relative to the project as may be requested by the City. XXVII . V 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 copies thereof. The Contractor shall further allow the City and its representatives to make inspections of all work data, docu- ments, 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 consultants access to all reports, data, schedules, etc. , which may be required to conduct said performance audit. 20 XXIX. Notices Any notices , bills, invoices or reports required by this contract 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, President 1000 Throckmorton Street Suite 920, Fort Worth Club Tower Fort Worth, Texas 76102 Fort Worth, Texas 76102 XXX. Headings Disregarded Y The titles of the several sections, subsections and para- graphs set forth in this contract are inserted for convenience of reference only and shall be disregarded in construing or inter- preting 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 per- formance 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. 21 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 relinquish- ment 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 agree- ments which purport to vary feom the terms hereof shall be void. XXV Effective Date This contract is made and entered as of October 1, 1989 . r k. WITNESS the following signatures and seals this day of �_ •Y, v e. r 1989 . ATTEST: �/ CITY OF FORT WORTH, TEXAS _ By. Ruth Howard, City Secretary David A. Ivory, City Manager PROVED AS TO FORM AND LEGALITY: Wade Adkins, City Attorney Contract -Au-tbori on Date: - -7 - s- ( - Date 22 THE CONTRACTOR: ATTEST: DOWN T WN FO R H a Te a Co por t' (signature) ( ignatu e) Title: 'tl 23 i LI Q7 till Willi am IMI r City of Fort Worth, Texas -� . � m 1 a13,l Mayor and (Council (Communicat*on DATE REFERENCE SUBJECT: FY 1989-90 FORT WORTH PAGE NUMBER IMPROVEMENT DISTRICT FUNDING 2 10/24/89 C-11955 AND CONTRACT for RECOMMENDATION: It is recommended that the City Council authorize the City Manager to: 1) Adopt the attached appropriations ordinance increasing estimated receipts and appropriations by $753,176 in Special Assessment Fund 87, Project No. 100090, Fort Worth Improvement District No. 1 ($610,176 from private assessments , $36 ,675 from City property assessments, $10,000 from interest earnings and $96,325 in City of Fort Worth contractual payments); and 2) Authorize the City Manager to pay the City's assessment of $36,675 and the City's contractual payments of $96,325 by transferring $133,000 from General Fund 01 , Non-Departmental Account No. 90-58-00, to Fund 87, Project No. 100090-00; and 3) Authorize the City Manager to execute a contract with Do ntown Fort Worth , Inc . to provide improvements and/or services in oth Improvement Ufistrict No. 1 for FY 1989-90. DISCUSSION: The Five Year Plan of Services for fiscal years 1989-90 through 1993-94 of the Fort Worth Improvement District No. 1 ("District" ) was approved by the City t,Qixncil on September 5, 1989 (M&C C-11854), with adoption of the City's Budget occurring on September 19, 1989. This represents a continuation of the services and improvements provided during the first three years of the District. State Statute requires cities which have improvement districts to pay their share of assessments for city-owned land in the district. The Dis-tr4 ct is being provided funds in lieu of services previously provided by the City; $38,000 for planter box maintenance, and $22 ,000 for sidewalk cleaning and garbage pick-up along Main Street to be provided by Downtown Fort Worth, Inc. Additional funds are provided in the amount of $36 ,325 for contractual maintenance of planter boxes and sidewalk cleaning along Houston and Throckmorton Streets as well as the plant containers at 10th and Throckmorton adjacent to the Municipal Complex. FINANCING: The budget for the Special Fund No. 87, Fort Worth Improvement District No. 1 (F.W.I.D.#1), for fiscal year 1989-90, must be adopted by ordinance. The City ' s expenditures as approved in the Adopted Budget needs to be transferred to the Fund 87. DATE REFERENCE SUBJECT: FY 1989-90 FORT WORTH PAGE NUMBER IMPROVEMENT DISTRICT FUNDING 2 cf 2 ND 10-24-89 C-11955 CONTRACT Sufficient funds are available in General Fund 01, Non-Departmental Account No. 90-58-00 as indicated below for transfer to Special Assessment District Fund 87, Project 100090-00: TRANSFER TRANSFER OUT TRANSFER IN AMOUNT INDEX CODE TITLE INDEX CODE INDEX CODE $36,675 City's Property Assessment 902056 011077 $38,000 Park & Recreation Services 902072 071035 $22,000 City Services (Sidewalks) 902106 071027 $36,325 Contract Above Assessments 902122 087916 Upon completion of Recommendations 1 through 3, sufficient funds will be available in the Special Assessment District Fund 87, Project No. 100090-00, Fort Worth Improvement District No. 1, in the amount of $753,176 to finance the 1989-90 fiscal year expenditures. The expenditures for the contract with Downtown Fort Worth, Inc. will be made from Index Code 687178. Attachment DAI:b/6 z�uw1.0 BY CITY COUNCIL OCT 24 1969 o"t sem-w A a. c'st'Y of Fat Wag*,Tema SUBMITTED FOR THE CITY MANAGER'S DISPOSITION BY COUNCIL: PROCESSED BY OFFICE BY: Bob Terrell ❑ APPROVED ORIGINATING ❑ OTHER (DESCRIBE) DEPARTMENT HEAD: David Ivory CITY SECRETARY FOR ADDITIONAL INFORMATION CONTACT: W. Lister 6094 DATE