Loading...
HomeMy WebLinkAboutContract 28473 STATE OF TEXAS § CITY SECRETARY p� COUNTY OF TARRANT § CONTRACT NO. o THIS AGREEMENT is made and entered into this A day of , 2003, by and between the City of Fort Worth, a home rule municipal cor- poration situated in Tarrant and Denton Counties, Texas (hereinafter referred to as "City") acting by and through its duly authorized Assistant City Manager and Fort Worth Cultural District Committee (hereinafter referred to as "Cultural District Committee"). WITNESSETH That for and in consideration of the mutual covenants and agreements herein contained the parties hereto do hereby covenant and agree as follows: SECTION 1. SERVICES Section 1.1 City hereby contracts with Cultural District Committee, as an independent con- tractor, and Cultural District Committee hereby agrees to perform the services herein described with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: "Wayfinding Program for Downtown, the Cultural District, and the Historic Cultural District Committee" (hereinafter referred to as "Project"). Boundaries of Cultural District Committee portion of Project are shown in Exhibit A. Section 1.2 The services to be performed by Cultural District Committee shall include the scope of services listed in Exhibit B attached hereto, incorporated herein and made a part hereof for all intents and purposes as it relates to the Project. HKORD Page 1 of 11 ' ' SECTION 2. PROGRAM Section 2.1 The Project is part of an overall economic revitalization and marketing program to assist Downtown, the Cultural District, and the Historic Cultural District Committee visitors in finding destinations and parking, thereby reducing congestion and air pollution, and to promote tourism for the City. Specifically, the Project will promote economic activity in the three dis- tricts, promote efficient transportation, and create a clean, attractive city by installing appealing signage and possibly reducing or combining some existing signs. The Project has three components: 1) Design and implement a signage system to direct vehicular and pedestrian traffic within the three visitor districts. This signage system will provide information about attractions, parking facilities, bus routes, and rail stations; 2) Develop and maintain an interactive website with information about parking, transit, and points of interest in Downtown, the Cultural District, and the Historic Cultural District Committee; and 3) Conduct a coordinated marketing campaign. SECTION 3. PHASES AND SCHEDULES Section 3.1 The work for the Project shall be completed according to the schedule in Exhibit B. SECTION 4. FUNDING Section 4.1 The City was awarded a Congestion Mitigation Air Quality(CMAQ) grant from the Federal Highway Administration in the amount of$336,300.00 for the Project, which re- quires a local match of$223,700.00. Cultural District Committee' monetary contribution shall include cash and in-kind services in the amounts listed in Exhibit C. All cash contributions by Cultural District Committee, as listed in Exhibit C, shall be paid to the City by no later than No- vember 1, 2003. Page 2 of 11 Section 4.2 It is understood that this Agreement contemplates the full and complete services for this project including any and all changes necessary to complete the work as outlined in the scope of services. Nothing contained herein shall be construed as authorizing any additional fees for services necessary for the successful completion of this project. Cultural District Committee acknowledges by the execution of this Agreement that such contingencies as may be deemed necessary and proper have been included in the basic fee. SECTION 5. COORDINATION WITH THE CITY Section 5.1 City shall be the primary contact and coordinator for the Project. City shall make available to Cultural District Committee for use in performing services hereunder all data in City's possession relative to the Project. SECTION 6. PROGRESS REPORT Cultural District Committee shall submit monthly progress reports to Vida Hariri, Project Man- ager, City of Fort Worth Planning Department. SECTION 7. TRANSFER OF AGREEMENT Cultural District Committee shall not assign, sublet or transfer, in whole or in part, its interest in this agreement without the prior written consent of City. SECTION 8. TERMINATION OF AGREEMENT Section 8.1. All terms, conditions and specifications of the contract shall be considered mate- rial, and failure to perform any part of the Agreement shall be considered a breach of contract. Should Cultural District Committee fail to remedy any breach of contract within 14 days after written notification to Cultural District Committee the violation, City may, at its option and in addition to any other remedies available to it under law, terminate the Agreement. The Agree- ment shall not be terminated, however, if Cultural District Committee has commenced to cure Page 3 of 11 the breach within said 14-day period, and thereafter pursues such cure with reasonable diligence and in good faith. Upon receipt of such notice of termination and after said 14-day cure period, Cultural District Committee shall immediately discontinue all services and work and the placing of all orders or the entering into Agreements for supplies, assistance, facilities, and materials, in connection with the performance of this Agreement and shall proceed to cancel promptly all existing agreements insofar as they are chargeable to this Agreement. Section 8.2. All completed or partially completed reports prepared under this Agreement, in- cluding the original drawings, shall become the property of City when the Agreement is termi- nated, and may be used by City in any manner it desires, provided however, that Cultural District Committee, shall not be liable for the use of such drawings for any project other than the project described in this Agreement. SECTION 9. INDEPENDENT CONTRACTOR Section 9.1 Cultural District Committee covenants and agrees that it will perform the work hereunder as an independent contractor, and not as an officer, agent, servant, or employee of City. Cultural District Committee shall have exclusive control of and the exclusive right to con- trol the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, sub- contractors, and consultants; that the doctrine of respondent superior shall not apply as between City and Cultural District Committee, its officers, agents, employees, contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Cultural District Committee. SECTION 10. INDEMNITY AND INSURANCE Section 10.1 Approval by City of this Agreement shall not constitute or be deemed to be a re- lease of the responsibility and liability of Cultural District Committee, its officers, agents, em- ployees, and subcontractors for the accuracy and competency of the services performed under Page 4 of 11 this Agreement, including but not limited to surveys, designs, working drawings and specifica- tions and other engineering documents. Such approval shall not be deemed to be an assumption of such responsibility and liability by City for any negligent act, error or omission in the perform- ance of Cultural District Committee' professional services or in the conduct of the duties listed in the scope of services listed in Exhibit B. SECTION 10.2 CULTURAL DISTRICT COMMITTEE SHALL INDEMNIFY AND HOLD CITY AND ALL OF ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE LIABILITY OR EXPENSES, ON ACCOUNT OF DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ALL PERSONS, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS, OR EMPLOYEES OF CULTURAL DISTRICT COMMITTEE, OR SUBCONTRACTORS, AND ALL PERSONS PERFORMING ANY PART OF THE WORK AND IMPROVEMENTS WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF CULTURAL DISTRICT COMMITTEE' PROFESSIONAL SERVICES OR IN THE CONDUCT OF THE SCOPE OF SERVICES LISTED IN EXHIBIT B. CULTURAL DISTRICT COMMITTEE SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, OR ANY OF THEM ON ACCOUNT THEREOF, AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH, PROVIDED AND EXCEPT, HOWEVER, THAT THIS INDEMNIFICATION PROVISION SHALL NOT BE CONSTRUED AS REQUIRING CULTURAL DISTRICT COMMITTEE TO INDEMNIFY OR HOLD CITY, OR ANY OF IT'S OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES HARMLESS FOR ANY LOSS, DAMAGES, LIABILITY OR EXPENSE, DUE TO THE SOLE NEGLIGENCE OR MISCONDUCT OF CITY. Section 10.3 Cultural District Committee agrees that all consultants hired by Cultural District Committee to perform any work under this Agreement shall obtain Professional Liability Insur- ance in the minimum amount of $1,000,000 and shall include coverage of Contractually As- sumed Liability. All insurance coverage shall be maintained until completion of the work by the consultant and shall not be canceled without prior written notice to City. A Certificate of Insur- ance shall be furnished to City prior to the consultant beginning work and contain the provision Page 5 of 11 that such insurance shall not be canceled or modified without thirty (30) days prior written notice to City. Cultural District Committee shall notify City within ten (10) days of any modification or alteration to such Professional Liability Insurance. SECTION 11 RIGHT TO AUDIT Section 11.1 Cultural District Committee agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine and pho- tocopy any directly pertinent books, documents, papers and records of Cultural District Commit- tee involving transactions relating to this Agreement. Cultural District Committee agrees that City shall have access during normal working hours to all necessary Cultural District Committee facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Section 11.2 Cultural District Committee further agrees to include in all its subcontracts here- under a provision to the effect that the subcontracting consultant agrees that City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontrac- tor, involving appropriate work space, in order to conduct audits in compliance with the provi- sions of this section together with subsection hereof. City shall give the subcontractor reasonable advance notice of intended audits. SECTION 12. SUCCESSORS AND ASSIGNS Section 12.1 City and Cultural District Committee each bind themselves, their successors and assigns, to the other party to this Agreement and to the successors and assigns of each other party in respect to all covenants of this Agreement. Page 6 of 11 SECTION 13. VENUE-LAW Section 13.1 Venue of any suit or cause of action under this Agreement shall lie exclusively in Tarrant County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas IN TESTIMONY WHEREOF, the City of Fort Worth has caused this instrument to be signed in quintuplet in its name and on its behalf, by its Assistant City Manager and attested by its City Secretary and the Cultural District Committee also has properly executed this instrument in quintuplet copies each of which is deemed an original. EXECUTED in the City of Fort Worth, this day of hit\. 2003. CITY OF FORT WORTH ATTEST: By: ° By: ..� +x.1:4_ L Gloria Pe son Assistant City Manager (J -CD City Secretary APPROVED AS TO FORM AND LEGALITY: APPROVAL RECOMMENDED: David Yett, City Attorney By: Assistan C' y Attorney Fernando Costa, Director Department of Planning CULTURAL DISTRICT COMMITTEE (� Contract- Alm-.:thorization By. LW-4 4 Date Tom Reynolds, resi ent Fort Worth Cult al istrict Committee if i Page 7of11 n? EXHIBIT A CULTURAL DISTRICT WAYFINDING PROGRAM FOR DOWNTOWN,THE CULTURAL DISTRICT,AND THE HISTORIC CULTURAL DISTRICT COMMITTEE BOUNDARY MAP, CULTURAL DISTRICT PORTION Cultural Area x J'O ` HAI I LTDN v U=_ /TH TOC O 5 3o \ A 5TH p0 O g n MO I msoN LSI U� —I °z � x � __DARNELL EDSOE C E O �P ANCASTER 9 / m-- Z0Z Z lCRESTL BUR NETT TANDY � STLINE a RNER m WASH RN K o Ilk III ALAF VETTE X O -ER RYCE VER 0 / INDEN _ �I COLLI _ P ROCK SPRINg y4 F �i EL PO PERS NG JAPAN &R HMAN ori 1H 3D yy8 -_ CALM T W 30 W� '"-..�ROSElSALE AEG LRVAN 0L x .1 m L a _ MAGNOLI Page 8 of 11 EXHIBIT B CULTURAL DISTRICT WAYFINDING PROGRAM FOR DOWNTOWN, THE CULTURAL DISTRICT, AND THE HISTORIC CULTURAL DISTRICT COMMITTEE SCOPE OF SERVICES Cultural District Committee will commit to the following tasks for the Wayfinding Program: Management of Cultural District Committee portion of Wayfinding Program • Schedule and coordinate the Project meetings. Meetings will be held at least monthly dur- ing the duration of the project, which is anticipated for one year. • Coordinate all activities with the City's Planning Department. • Assist in coordination of meetings with Downtown and Historic Stockyards, anticipated to be quarterly during the duration of the Project. • Submit monthly records of in-kind services to Vida Hariri, City's Project Manager. Analysis of Cultural District signage and parking facilities/spaces • Inventory existing signage and public and private parking facilities/spaces and locate on a map for the Cultural District portion. • Provide a recommended list of cultural, historic, sports, entertainment, and recreational attractions targeted for inclusion in the Project and locate them on a map. • Develop a manual, which includes photos of all existing signs, parking facilities/spaces, and existing attraction spots documenting features, location, orientation, and other neces- sary information for analysis. • Analyze strengths and weaknesses of Cultural District vehicular and pedestrian-oriented signage. • Compile recommendations and suggestions of Cultural District Committee for Cultural District signage by May 2003. Creation of marketing materials • Start three-year marketing campaign by December 2003. • Analyze existing materials and needs. • Coordinate marketing brochure design with Downtown and Historic Stockyards. • Distribute marketing brochures to Convention and Visitors Bureau, Cultural District mu- seums, Cultural District businesses, and cultural, historic, sports, entertainment, and recreational attractions targeted for inclusion in the Project. Assistance with creating interactive web page and developing final report • Provide parking data and contact information for Cultural District parking facilities to web designer. Page 9 of 11 • Provide information on Cultural District attractions, public transportation, and other data as needed to web designer. • Provide photos or other graphics as needed to web designer. • Provide assistance as needed for web page. • Design signage for the Cultural District portion of the project. • Coordinate signage design with Downtown and Historic Stockyards. • Provide assistance to Project Manager to complete signage design manual/final report. Securing signage and website design approval from the following committees/boards by December 2003: • Cultural District Committee In addition to project management, City will commit to the following tasks for the Wayfinding Program: • Make available, at no cost to Cultural District Committee, all relevant and/or technical data in the City's possession relating to the Cultural District's services on the Project. • Provide prompt notice to Cultural District Committee whenever City observes or becomes aware of any development that affects the scope or timing of the Cultural District Commit- tee's services or of any defect in the work of Cultural District. • Assist consultant in signage design. • Produce signage design manual. • City installs new signs. SCHEDULE Date Activity February 2003 City signs contracts with TxDOT and project partners. February 2003 City issues RFPs for website and signage design. March 2003 Federal Highway Administration obligates project funds. March 2003 City hires consultants for website and signage design. May 2003 Downtown Fort Worth, Inc., Cultural District Committee, and Stockyards Station complete inventories of existing signs and park- ing facilities. October 2003 Planning Department and consultants complete signage and website design. December 2003 Planning Department produces signage design manual. December 2003 City Council approves signage design manual. December 2003 Downtown Fort Worth, Inc., Cultural District Committee, and Stockyards Station start three-year marketing campaign. June 2004 Transportation and Public Works Department completes installa- tion of new signs. Page 10 of 11 EXHIBIT C CULTURAL DISTRICT WAYFINDING PROGRAM FOR DOWNTOWN, THE CULTURAL DISTRICT, AND THE HISTORIC CULTURAL DISTRICT COMMITTEE CULTURAL DISTRICT COMMITTEE FUNDING CONTRIBUTION The Project's Funding Sources Cash In-Kind Total Federal Highway Administration $336,300 $ 0 $336,300 Downtown Fort Worth, Inc. 62,648 93,972 156,620 Cultural District Committee 15,416 23,124 38,540 Stockyards Station 15,416 23,124 38,540 Total Funds $429,780 $140,220 $570,000 The Project's Funding Allocation Cash In-Kind Total TxDOT administration fee $ 2,500 $ 0 $ 2,500 Website design consultant fee, including maintenance for three years 41,525 0 41,525 Signage design consultant fee 15,000 0 15,000 Sign production and installation 324,255 0 324,255 Marketing campaign production cost 25,000 0 25,000 Computer equipment for website 21,500 0 21,500 Signage and parking inventories, marketing campaign 0 140,220 140,220 Total Funds $429,780 $140,220 $570,000 Page 11 of 11 City of Fort Worth, Texas "Agar and council Communication DATE REFERENCE NUMBER LOG NAME PAGE 11/26/02 **C-19365 22WAYFIND 2 of 2 SUBJECT ADOPTION OF APPROPRIATION ORDINANCE AND AUTHORIZATION TO ACCEPT A FEDERAL REIMBURSEMENT GRANT TO EXECUTE A LOCAL PROJECT ADVANCE FUNDING AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION; AND EXECUTE THREE SEPARATE CONTRACTS WITH DOWNTOWN FORT WORTH, INC., CULTURAL DISTRICT COMMITTEE, AND STOCKYARDS STATION FOR DEVELOPMENT OF A SIGNAGE AND INFORMATION SYSTEM • Develop and maintain an interactive website with information about parking, transit, and points of interest in Downtown Fort Worth, the Cultural District, and the Historic Stockyards; and • Conduct a coordinated marketing campaign. The project will be funded as follows: Cash In-Kind Total Federal Highway Administration reimbursement grant $336,300 $ 0 $336,300 Downtown Fort Worth, Inc. $ 62,648 $ 93,972 $156,620 Cultural District Committee $ 15,416 $ 23,124 $ 38,540 Stockyards Station $ 15,416 $ 23,124 $ 38,540 Total Funds $ 429,780 $140,220 $570,000 The City of Fort Worth is the primary contact and coordinator for the project. The City Council's Capital Improvement and Infrastructure Committee reviewed and endorsed this project on November 12, 2002. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon receipt of the grant and adoption of the attached appropriation ordinance, funds will be available in the current budget, as appropriated, in the Grants Fund. CB:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) 1)GR76 451942 022302825000 $336,300.00 Charles Boswell 6183 3)GR76 488339 022302825000 $140,220.00 Originating Department Head: 2)GR76 488925 022302825000 $ 93,480.00 1&3)GR76 5(various) 022302825010 $429,780.00 1&3)GR76 533280 022302825020 $ 93,972.00 1&3)GR76 533280 022302825030 $ 23,124.00 1&3)GR76 533280 022302825040 $ 23,124.00 Fernando Costa 8042 (from) APPROVED 11/26/02 ORD.#15350 Additional Information Contact: Vida Hariri 8045 City of Fort Worth, Texas 4velvor Arid Council commu"icatio" DATE REFERENCE NUMBER LOG NAME PAGE 11/26/02 **C-19365 22WAYFIND 1 of 2 SUBJECT ADOPTION OF APPROPRIATION ORDINANCE AND AUTHORIZATION TO ACCEPT A FEDERAL REIMBURSEMENT GRANT TO EXECUTE A LOCAL PROJECT ADVANCE FUNDING AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION; AND EXECUTE THREE SEPARATE CONTRACTS WITH DOWNTOWN FORT WORTH, INC., CULTURAL DISTRICT COMMITTEE, AND STOCKYARDS STATION FOR DEVELOPMENT OF A SIGNAGE AND INFORMATION , SYSTEM RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to accept a Congestion Mitigation and Air Quality (CMAQ) grant from the Federal Highway Administration in the amount of $336,300 for a coordinated wayfinding program; and 2. Authorize the City Manager to execute a Local Project Advance Funding Agreement (LPAFA) with the Texas Department of Transportation (TxDOT) in the amount of $336,300 for a signage and information system that would direct visitors to destinations in Downtown Fort Worth, the Cultural District, and the Historic Stockyards; and 3. Authorize the City Manager to execute contracts with Downtown Fort Worth, Inc., the Cultural District Committee, and Stockyards Station for the local match of $233,700 ($93,480 cash and $140,220 in-kind); and 4. Authorize payment in the amount of$2,500 from said local match to TxDOT to cover the cost for the state's review of plans and specifications in accordance with the LPAFA; and 5. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations in the Grants Fund by $570,000 upon receipt of the grant. DISCUSSION: The Transportation Equity Act for the 21st Century (TEA-21) established a Congestion Mitigation and Air Quality (CMAQ) improvement program to contribute toward attainment of natural ambient air quality standards by reducing traffic congestion. The North Central Texas Council of Government's Regional Transportation Council awarded CMAQ funds to the City in the amount of $336,300 for a wayfinding program in 1999. A local match of $233,700 is required, for a total project cost of$570,000. The program has three components: • Design and implement a signage system to direct vehicular and pedestrian traffic within the three visitor districts. This signage system will provide information about attractions, parking facilities, bus routes, and rail stations; and I