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Ord 35-2008 7/1/2008 ORDINANCE NO. J�'�i�� ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, MAKING AN APPROPRIATION FROM THE TAX INCREMENT FINANCING (TIF) FUND IN THE AMOUNT NOT TO EXCEED ONE-HUNDRED THOUSAND DOLLARS ($100,000) TO DOWNTOWN WICHITA FALLS DEVELOPMENT, INC. (DWFD, INC.) FOR STAFFING AND OPERATIONAL PURPOSES AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE WAS PASSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW. WHEREAS, the City Council of the City of Wichita Falls finds there is a need to support economic development in the City and adopted Tax Increment Financing Zone #1 in 1986; and, WHEREAS, the proposed project is consistent with the Project Plan for the Reinvestment Zone #1; and, WHEREAS, the Tax Increment Financing Board of Directors voted at a meeting held on June 10, 2008 to recommend funding to Downtown Wichita Falls Development, Inc.(DWFD, Inc.) to the City Council. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: SECTION 1. The preamble stated above is made part of this ordinance. SECTION 2. TIF funds in an amount not to exceed $100,000.00 be appropriated to DWFD, Inc. for staffing and operations for a fifteen-month period. SECTION 3. The City Manager is authorized to utilize Tax Increment Financing funding from Reinvestment Zone #1 to provide these funds and to execute agreements for this function. SECTION 4. It is hereby officially found and determined that the meeting at which this ordinance was passed was open to the public as required by law. PASSED AND APPROVED this the 1 day of Jul 8. — � -�.. r � - _ M PRO-TEM ATTEST: �� City lerk . � CONTRACT WITH DOWNTOWN WICHITA FALLS DEVELOPMENT, INC. This contract, made and entered into this the day of , 2008, by and between the City of Wichita Falls, Texas, hereinafter referred to as "City," and Downtown Wichita Falls Development, Inc., also known as "Visions" and hereinafter referred to as "Contractor." WITNESSETH: For and in consideration of the mutual covenants herein contained, the parties do hereby agree as follows: 1. Scope of Services. The Contractor agrees to perform the following services in a satisfactory and proper manner as determined by the City: a. Operate a downtown devetopment and promotion office utilizing "Attachment A" as a budget guide. b. Implement the Project Plan for the Reinvestment Zone #1, Wichita Falls, Texas as adopted on February 7, 1989, as interpreted and directed by the Tax Increment Finance Board of the City of Wichita Falls. 2. Term of Contract. The term of this agreement shall be for a fifteen month (one-year and three months) period beginning July 1, 2008 and ending September 30, 2009, subject to satisfactory performance by the Contractor as outlined herein. 3. Compensation. The City agrees to pay to the Contractor a maximum amount of One-Hundred Thousand Dollars ($100,000), which shall constitute full compensation for the Contractor's services and expenses incurred under this contract. 4. Method of Pavment. Payments to the Contractor shall be made in monthly payments and processed upon receipt of a request for payment. The payment on each third month will be processed upon the receipt of the quarterly report. The lack of receipt of a quarterly report shall suspend future payments until resolved. 5. Budaet. In performing the services called for under the provisions of this contract, the Contractor shall conform his expenditures to the services outlined in the budget request as submitted to the City. Said budget and any account, set out therein can be altered, amended or modified as mutually agreeable befinreen the finro parties hereto so that the full intent and purpose of this contract can be carried out. Upon request of the Contractor, line item changes may be made in the budget referred to herein without further City Council action if approved by the City Manager; provided, however, no such change may alter the intent or purpose of this contract without further approval by the City Council of the City. In no event shall the City be required to pay more than One-Hundred Thousand Dollars ($100,000) to the Contractor under the terms of this contract. 6. Contractor's Contribution. The Contractor shall contribute sufficient funds for continued performance to fulfill terms of the contract and shall provide evidence of the availability of such funding. 7. Financial Reports. A budget report, to contain such reasonable financial information and data as the City deems necessary, shall be submitted to the City by the Contractor upon the request of the City. 8. Future Fundinq. The funding of this project in no way commits the City to future funding of this program beyond the current contract period. Any future funding is solely the responsibility of the Contractor. 9. Termination of The Contract. This agreement shall continue in full force and effect until the expiration of the term set forth above. If either party fails to fulfill their obligations under this contract in a timely and proper manner, the other party shall have the right to terminate this contract for cause. Written notice stating the grounds for termination will be given to the other party, not less than thirty (30) days prior to the effective date of such termination. If either party to the contract should desire to terminate the contract prior to the date of expiration, they may do so by giving written notice to the other party not less than sixty (60) days prior to the intended termination date. The Contractor shall be entitled to receive just and equitable compensation from the City for any satisfactory work completed prior to the termination. The Contractor will refund any unearned funds advanced by or received from the City. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Contractor. The City may withhold any payments due the Contractor for the purposes of setoff until such time as the exact amount of damages due the City from the Contractor are determined. 10. Chanqes. The City may, from time to time, request changes in the Scope of Services of the Contractor as may be mutually agreed to be performed hereunder. Such changes, including any increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon by and between the City and the Contractor, shall be incorporated in written amendments to the contract. 11. Records a. Establishment and Maintenance of Records. The Contractor shall establish and maintain records in accordance with requirements prescribed by the City, with respect to all matters covered by this contract. Except as otherwise authorized by the City, the Contractor . - shall retain such records for a period of three years after receipt of the final payment under this contract or termination of this contract. b. Documentation of Costs. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, vouchers, orders, and/or any other accounting documents. Any of the above related in whole or in part to this contract shall be clearly identified and readily accessible. c. Reports and Information. The Contractor shall furnish quarterly to the City reports on progress and activities and such statements, records, reports, data, and information as the City may request pertaining to matters covered by this contract. d. Audits and Inspections. The Contractor shall at any time during normal business hours and as often as the City may deem necessary, make available to the City for examination all of its records and data with respect to all matters covered by this contract and shall permit the City or its designated authorized representative to audit and inspect all invoices, materials, payrolls, records of personnel conditions of employment and other data relating to all matters covered by this contract. e. Accountinq. The Contractor shall establish and maintain on a current basis an adequate accounting system on an accrual or other accounting basis in accordance with generally accepted accounting principles and standards. 12. Limitation on Compensation for Personal Services. Compensation for personal services includes, but is not limited to, wages, salaries, and supplementary compensation and benefits. Compensation for employees of the Contractor shall not exceed that paid for similar work paid by the City. In cases where the kinds of personal services provided have no counterpart in local governmental agencies, compensation shall not exceed that paid for similar work in the labor market in which the Contractor competes for the kinds of personal services involved or the compensation level established by the Contractor's primary funding source. 13. Compliance with Local Laws. The Contractor shall comply with applicable laws, ordinances, and codes of the State and local governments and the Contractor shall save and hold harmless the City with respect to damages arising from any tort committed in performing any of the work embraced by this contract. 14. Political Activitv Prohibited. None of the funds, materials, property or services provided directly or indirectly under this contract shall be used in the performance of this contract for any partisan political activity. 15. Applicable LawNenue. The law of the State of Texas shall apply to this agreement, and all rights, construction and questions of validity hereunder shall be governed by Texas �aw. It is further agreed that venue for all purposes shall be Wichita County, Texas. 16. Independent Contractor. Contractor must perForm this contract as an independent contractor. Nothing in the contract will be construed to be inconsistent with the independent contractor status. 17. Lobbvinq Prohibited. None of the funds provided under this contract shall be used for publicity or propaganda purposes designed to support or defeat legislation pending before any governmental entity. 18. Equal EmploYment OpportunitY During the perFormance of this contract, the Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to insure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. 19. Liabilitv Insurance. The Contractor shall maintain during the term of this contract liability insurance in the amount of $250,000 for bodily injury or death to any individual and in the amount of $500,000 for any single occurrence for bodily injury or death. Liability insurance for injury or destruction to property shall also be maintained in the amount of $100,000. The City shall be named as an additional insured and a certificate of insurance evidencing the above liability limits shall be furnished and kept on file with the City Clerk during the duration of this agreement. Such liability policy shall further provide that in the event the insurance is canceled for any reason that the City shall be immediately notified of the intent to terminate coverage by the insurance provider. This agreement made and entered into the day of , 2008. CITY OF WICHITA FALLS, TEXAS By: Darron Leiker, City Manager ATTEST: City Clerk . • APPROVED AS TO FORM: City Attorney DOWNTOWN WICHITA FALLS DEVELOPMENT, INC. By: STATE OF TEXAS § COUNTY OF WICHITA § This instrument was acknowledged before me on the day of , 2008, by , for powntown Wichita Falls Development, Inc. Notary Public, State of Texas