HomeMy WebLinkAboutContract 29439 CITY SECRETAW
CONTRACT NO. gIR
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL 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 and acting by and through
Reid Rector, its duly authorized Assistant City Manager, and GIDEONTOAL, INC.
("Consultant"), a Texas corporation acting by and through James R. Toal, its duly authorized
Co-Chairman.
1. SCOPE OF SERVICES.
1.1. Consultant's Services.
Consultant hereby agrees to provide the City with professional consulting services
to assist the City in all work necessary and desirable for the City to designate and
implement a tax increment reinvestment zone in accordance with Chapter 311 of the
Texas Tax Code (the "Project") in support of the City's efforts to cause the
redevelopment of the downtown portion of Lancaster Avenue. The Project, and its
associated milestones and timetables, is described in detail in Exhibit "A", attached
hereto and hereby made a part of this Agreement for all purposes. The City and
Consultant may change the scope of the Project by substituting an amended Exhibit "A",
signed by both the City and Consultant, which shall then be attached to this Agreement
and made a part of this Agreement for all purposes.
1.2. City's Duties.
The City shall provide Consultant access on a reasonably timely basis to various
City personnel for interviews, questions, consultation, document reviews and other forms
of participation necessary to the Project.
1.3. Work Product.
All work produced by Consultant under this Agreement (the "Work Product")
shall be owned, at all times,by the City. Consultant shall deliver the Work Product to the
City from time to time in accordance with the progression of the Project and upon the
termination or expiration of this Agreement. The City shall have access to and be entitled
to review and copy any portion of the Work Product at any time. Consultant may retain a
copy of the Work Product except as to any portion thereof that is proprietary or otherwise
confidential.
2. TERM.
This Agreement shall commence upon the date as of which both the City and Consultant
have executed this Agreement ("Effective Date") and shall continue in full force and effect until
terminated in accordance with the provisions of this Agreement or when the City provides
Consultant with written notice that Consultant has fulfilled its obligations under this Agreement
and that Consultant's services are no longer required.
3. COMPENSATION.
The City shall pay Consultant a sum not to exceed $34,640.00 for all services provided
and expenses incurred in the carrying out and fulfillment of Consultant's duties and obligations
under this Agreement. The specific services and expenses involved in each step of the Project
are described in Exhibit "B", attached hereto and hereby made a part of this Agreement for all
purposes. If the City is not satisfied with Consultant's performance at any step or point in the
Project,the City shall notify Consultant in writing and may suspend payment for the services that
are unsatisfactory until the problem is remedied. In such an event, the parties shall negotiate
and endeavor in good faith to remedy or mitigate the problem in a timely manner. In no event
shall the City's aggregate financial obligations to Consultant under this Agreement exceed
$34,640.00. If this Agreement is terminated prior to the date that Consultant provides all
services required hereunder, Consultant shall, at the City's request, complete the step or line item
of work, as provided in Exhibit "A", on which Consultant is working at the time and the
effective date of termination shall be extended if necessary until Consultant has completed the
step or line item of work.
4. TERMINATION.
4.1. Written Notice.
The City terminate this Agreement at any time and for any reason by its providing
the other party with written notice of termination.
4.2. Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the
City shall pay Consultant for services actually rendered as of the effective date of
termination and Consultant shall continue to provide the City with services requested by
the City and in accordance with this Agreement up to the effective date of termination.
fl ,l �l
4 't1.�l:Cli1
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing
of any existing or potential conflicts of interest related to Consultant's services and proposed
services with respect to the Project. In the event that any conflicts of interest arise after the
Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure
to the City in writing.
The City acknowledges that Consultant may use products, materials or methodologies
proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products, materials or methodologies unless the parties have executed a separate written
agreement with respect thereto. Consultant, for itself and its officers, agents and employees,
further agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to any third parry without the prior written approval of the
City.
6. AUDITS.
The City shall have, for three (3) years following the expiration or earlier termination
date of this Agreement and upon reasonable advance notice, access to and the right to examine
and audit any books, documents, papers, records or other data of Consultant that involve
transactions relating to this Agreement, which right shall survive the expiration or termination of
this Agreement. Accordingly, Consultant shall provide the City with access during normal
working hours to all of Consultant's facilities and with appropriate work space at Consultant's
facilities necessary for the City to conduct examinations and audits in accordance with this
Agreement.
7. INSUI'.ANCE.
During the term of this Agreement, Consultant shall procure and maintain at all times, in
full force and effect, a policy or policies of insurance that provide the specific coverage set forth
in this Section 7 as well as any and all other public risks related to Consultant's performance of
its obligations under this Agreement. Consultant shall specifically obtain the following types of
insurance at the following limits:
• Commercial General Liabflity:
$1,000,000 per occurrence; providing blanket contractual liability insurance for all
written contracts; products and completed operations; independent contractor's
liability; and coverage for property damage to City facilities; and
• Automobile Liability:
$1,000,000 per occurrence or accident; including, but not limited to, all vehicles,
whether owned or hired, in use by Consultant, its employees, agents or
subcontractors; and
• Worker's Compensation/Employer's Liability:
Worker's compensation coverage as required by applicable law; and Employer's
Liability at $100,000 per accident.
Prior to the Effective Date, Consultant shall provide the City with certificates of
insurance that verify Consultant's compliance with the insurance requirements of this
Agreement. The City's Risk Manager shall have the right to review and evaluate Consultant's
insurance coverage and to make reasonable requests or revisions pertaining to the types and
limits of that coverage. Consultant shall comply which such requests or revisions as a condition
precedent to the effectiveness of this Agreement.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Consultant shall have the exclusive right to control the details of its operations and
activities and shall be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine
of respondent superior shall not apply as between the City, its officers, agents, servants and
employees, and Consultant, its officers, agents, employees, contractors and subcontractors.
Consultant further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between the City and Consultant.
9. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE FOR AND HEREBYAGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES,
HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, COSTS AND EXPENSES
FOR PERSONAL INJURY (INCLUDING DEATH, PROPERTY DAMAGE OR OTHER
HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT THAT MAY ARISE OUT
OF OR BE OCCASIONED BY THE PROJECT, CONSULTANT'S BREACH OF ANY OF
THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR BY ANY NEGLIGENT ACT
OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS(OTHER THAN THE CITY) OR SUBCONTRACTORS, IN
THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY
RESULTING FROM THE SOLE NEGLIGENCE OF CITY, ITS OFFICERS, AGENTS,
EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND
CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND THE CITY,
RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
10. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants such consent, the
assignee or subcontractor shall execute a written agreement with the City under which the
assignee or subcontractor agrees to be bound by the duties and obligations of Consultant under
this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINA T ION CO F�NANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors
in interest, as part of the consideration herein, agrees that in the performance of Consultant's
duties and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on the basis of race, color, national origin, religion, handicap,
sex, sexual orientation or familial status. If any claim arises from an alleged violation of this
non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors
or successors in interest, Consultant agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
13. LICENSES AND PERMITS.
Consultant shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for it to carry out its duties and obligations hereunder.
14. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of
_a
the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
To THE CITY: To CONSULTANT:
CITY OF FORT WORTH—ECD DEPT GIDEONTOAL
ATTN DIRECTOR JAMES R. TOAL, CO-CHAIRMAN
1000 THROCKMORTON 500 WEST SEVENTH STREET, SUITE 1400
FORT WORTH TX 76102-6311 FORT WORTH, TX 76102
Facsimile: (817) 392-2431 Facsimile: (817) 877-1861
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of the City's or Consultant's respective right to insist upon appropriate performance or to assert
any such right on any future occasion.
17. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City and
Consultant and are not intended to create any rights, contractual or otherwise, to any other person
or entity.
18. VENUE , JURISDICTION AND EXPENSES.
This Agreement shall be construed in accordance with the laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas, Fort Worth Division. In any such
action, the prevailing party shall be entitled to recover from the other party reasonable attorneys'
fees incurred in the bringing or defending of the action.
wll 61.
6 �, ,.
19. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
20. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties
and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar
causes.
21. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
22. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the
City and Consultant, their assigns and successors in interest, 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. This Agreement shall not be amended
unless agreed to in writing by both parties and, if required, approved by the City's City Council.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
O^a0'Ja�9^�JG. d �,
7 av •-- �if
as of the later date set forth below:
CITY OF FORT WORTH: GIDEONTOAL,INC.
a Texas corporation:
By: rfll�y rv(-;17z4- By: njill
`^
Reid Rector Ja s R. Toal
Assistant City Manager C - hairman
Date: f� d'�� Date: j - C
ATTEST: ATTEST:
By: By:
City Secretary
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARR.ANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared James R. Toal, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
GideonToal, Inc. and that he executed the same, and had authorization to execute the same, as the
act of GideonToal, Inc. for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this J-f-f- day of J
200Y
No Publ• m and for the S exas
* U 1* MARY F.SWOFFORD
7 Notary Public,State of Texas
STATE OF TEXAS § C Mly Comm.Expires Oct.14,2M
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Reid Rector,known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort
Worth and that he executed the same as the act of the City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �" day of r ,
200 .
=pfPRY•P�BC ROSELLA BARNES
� NOTARY PUBLIC Notary Public in and for the State of Texas
State of Texas
F?� Comm. Exp. 03-31-2005
-
��,J,;�� 1D
Exhibit "A"
Schedule for Completion of Scope of Work
TASK DATE
1 Prepare Financing Plan, Project Plans, August 11 thru September 12, 2003
and Detailed Description of TIF Zone,
and all other exhibits as required
2 Send formal notice and copy of Plan September 16, 2003
to other taxing entities of the intent to
create a TIF
3 Request a waiver of 60-day public September 16, 2003
hearing notice from taxing entities
4 Negotiate interlocal agreements and September 1 through 30, 2003
make presentations to Tarrant County,
Hospital District, Tarrant County
College, and Tarrant Regional Water
District.
5 Post public hearing notice September 26, 2003
6 Publication of public hearing September 30, 2003
7 Public hearing and TIF designation October 7, 2003
8 Formation of Board by City October 7, 2003
9 TIF Board approval of Plan October 15, 2003
10 CityCouncil approval of final plan October 21, 2003
11 Formal action by taxing districts October 21 thru November 14, 2003'
12 City Council approval of interlocal November 18, 2003
agreements
M
Jan-06-04 15 : 04 GIDEON TOAL 8173323329 P-O2
Exhibit "B"
GideonToal
August 25, 2003
Invoice No: 02133.01-0010073
Economic Development Department
Attn: Mr. Tom Higgins
City of Fort Worth
900 Monroe, Suite 301
Fort Worth TX 76102
RE: Lancaster TIF Implementation
Professional Services: July 1,2003 through July 31, 2003
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Task: 00 Task 00 for 02133.01 Phase I
Fee
Percent
Phase Fee Complete Earned
Phase II 0.00 0.00 0.00
Expand and Update all Data 17,640.00 100.00 17,640.00
Phase 111 0.00 0.00 0.00
Complete TIF Formation 31,640.00 100.00 31,640.00
Total Fee 49,280.00 Total Earned 49,280.00
Previous Fee Billing 17,640.00
Current Fee Billing 31,640.00
Total Fee 31,640.00
Reimbursable Expenses
Automobile 20.00
Reproductions 297.95
Total Reimbursables 1.0 times 317.95 317.95
Billing Limits Current Prior To-date
Expenses 317.95 26.25 344.20
Limit 4,000.00
Remaining 3,655.80
Total this task $31,957.95
Total this invoice $31,957.95
Architecture - Engineering - Planning - Interiors - Landscape Architecture
500 West Seventh Street Suite 1400 Fort Worth, Texas 76102 Phone 817.33 S.4991 Fax 81'.877. 861.V
City of Fort Worth, Texas
"Cogor And Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
9/23/03 C-19763 17LANCASTER 1 of 2
SUBJECT AUTHORIZE THE EXECUTION OF A PROFESSIONAL SERVICES CONTRACT WITH
GIDEONTOAL FOR IMPLEMENTATION OF A TAX INCREMENT REINVESTMENT
ZONE FOR THE SOUTHERN DOWNTOWN AND LANCASTER AVENUE AREA
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute the attached contract
with GideonToal in an amount not to exceed $34,640 for professional services relating to the
implementation of a Tax Increment Reinvestment Zone for the southern downtown and Lancaster
Avenue area.
DISCUSSION:
In October 1999, the City and the Lancaster Corridor Steering Committee hired EDAW and GideonToal
to provide professional design services for the Lancaster Corridor Redevelopment Project. In
November 2000, the City Council endorsed the consultant team's framework for the redevelopment of
Lancaster Avenue. With the preliminary engineering of the public improvements well underway, the
City hopes to begin construction in 2004. It is the goal of the City and the Lancaster Corridor Steering
Committee that the $15 million of public investment for streetscape and infrastructure improvements will
leverage significant private sector investment in new development along the corridor.
The Lancaster Corridor Redevelopment Plan recommended the creation of a Tax Increment
Reinvestment Zone (TIF) to support private-sector led redevelopment of the Lancaster Corridor. The
purpose of the TIF would be to support public participation in development projects that support the
district's redevelopment. The success of the TIF would be contingent on establishing the TIF when
property values are at their lowest, before the public infrastructure improvements commence.
Since January 2003, staff has analyzed the appropriateness and feasibility of establishing a TIF for the
Lancaster Corridor. Staff took into consideration potential redevelopment scenarios, input from a range
of private sector developers, and a recent proposal to redevelop the T&P Terminal and adjacent
property. Staff recommends that a TIF be put in place before the end of the 2003 calendar year. The
professional services contract with GideonToal will expedite the creation of the TIF by the end of 2003,
before an anticipated increase in property tax values in the following years.
City Council approval of this Mayor and Council Communication only initiates a process to commence a
process for City Council consideration of establishing a TIF for the Lancaster corridor. The City Council
will consider the proposed TIF project and finance plan at a future date.
This project is located in COUNCIL DISTRICT 9.
City of Fort Worth, Texas
41�jagor And Council Communication
DATE REFERENCE NUMBER I LOG NAME PAGE
9/23/03 C-19763 17LANCASTER 2 of 2
SUBJECT AUTHORIZE THE EXECUTION OF A PROFESSIONAL SERVICES CONTRACT WITH
GIDEONTOAL FOR IMPLEMENTATION OF A TAX INCREMENT REINVESTMENT
ZONE FOR THE SOUTHERN DOWNTOWN AND LANCASTER AVENUE AREA
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated,
of the General Fund. No funds were budgeted for this purpose; however, projected savings in the
consultant services in the General Fund, Non-Departmental, should offset expenditures.
RRA
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Reid Rector 6140
Originating Department Head:
Tom Higgins 6192 (from) APPROVED 09/23/03
GG01 531200 0905500 $34,640.00
Additional Information Contact:
Christine Maguire 8187