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HomeMy WebLinkAboutContract 51959-A3 Trinity River Authority of Texas r Planning,Design and Construction Administration DATE: December 8, 2020 City Secretary Contract no. 51959-A3 FILE: 3828.642/3110.635.003 TO: Matt Murray Assistant City Attorney I City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 RE: Denton Creek Regional Wastewater System Henrietta Creek Interceptor, 25HC-1 Third Amendment to the Interlocal Agreement with City of Fort Worth (City Secretary Contract No. 51959) Dear Matt: The Authority executed an Interlocal Agreement(Agreement,Attachment A) with the City of Fort Worth(City) on October 24, 2018, for the above referenced project. The Agreement provides the Authority with permanent and temporary easement rights to construct the 25HC-1 Interceptor and to conduct tree mitigation within Chadwick Farms Park. Terms of the Agreement included a date of commencement no later than April 15, 2019, as summarized below. a. License Period. The term of the access to and use of the area described in Exhibit D shall consist of one (1) license period of two hundred fifty(250) consecutive calendar days, commencing no later than April 15, 2019. TRA must notify the Director of the City's Parks and Community Services Department or that person's designee ("Director') at least five (5) business days prior to the date on which the License Period will commence. The license period shall end at 11 :59 p.m. on the 250th calendar day following the day of commencement ("License Period'). If TRA 's use of the Licensed Premises does not commence on or before April 15, 2019, TRA shall immediately begin to restore the surface of the area previously licensed by the City to TRA through City Secretary Contract No. 46707 which was executed on May 28, 2015. Such restoration shall be in full compliance with the terms of City Secretary Contract No. 46707 and shall include all Park property included in both City Secretary Contract No. 46707 and this Agreement. The First Amendment to the Agreement(Attachment B) was executed on August 29, 2019, for a revised commencement date of no later than August 13, 2019. A Second Amendment to the Agreement(Attachment C) was executed on April 21, 2020 which revised the date of Recyc OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX MR. MATT MURRAY December 8, 2020 3828.642 Page 2 commencement to no later than April 8, 2020. The Authority requests a Third Amendment to increase the License Period to three hundred and eighty-seven (387) consecutive calendar days, expiring on April 30, 2021, to account for delays incurred due to adverse weather and for the necessary time to establish replacement vegetation by hydro-mulch seeding during the cold weather season. This Third Amendment shall result in no increase to the value of the Agreement. All other provisions of the Agreement not specifically amended hereby remain in full force and effect. If this Third Amendment is acceptable, please indicate your acceptance and acknowledgment by signing below and returning an original executed copy to this office. Re pectfully submitted, Kt ELPDAVIS6.E. Manager, Capital Improvement Program Planning, Design and Construction Administration KAD/cj r/tms Attachment A— Interlocal Agreement with the City of Fort Worth Attachment B—First Amendment to Interlocal Agreement with the City of Fort Worth Attachment C—Second Amendment to Interlocal Agreement with the City of Fort Worth APPROVED: City of Fort Worth 4Trinit River Authority of Texas Dec 20,2020Valerie Washington Date e n I Date Assistant City Manager General Manager Approved as to Form and Legality: Dec 18,2020 � 16.� Matt Murray Date VoArd S. Slobodin Date Assistant City Attorney I General Counsel ATTEST: Dec 21,2020 Mary Kayser Date Itloward S. Slobodin Date City Secretary a444�nn�� General Counsel p9� FORrkn OFFICIAL RECORD o°~o o op'�dd CITY SECRETARY ono o=d ppo o*� 0000 FT. WORTH, TX �a��b AEXA`-aoAop Attachment A CITYSECRETAW CONTRACT NO. J� INTERLOCAL AGREEMENT FOR CHADWICK FARMS PARK This Interlocal Agreement for Chadwick Park("Agreement') is made and entered into by and between the City of Fort Worth (hereinafter referred to as "City"), a home-rule municipal corporation organized under the laws of the State of Texas, acting by and through its duly authorized Assistant City Manager, and Trinity River Authority of Texas (hereinafter referred to as"TRA"), a conservation and reclamation district and political subdivision of the State of Texas, created by and functioning under TEx.REV.CIV.STAT.ANN. Art. 8280-188, and acting pursuant to the powers granted by that article and general law, by and through its duly authorized General Manager. The following statements are true and correct and constitute the basis upon which the City has executed the Agreement: A. This Agreement is made under the authority granted by and pursuant to Chapter 791 of the Texas Local Government Code; B. The City owns a certain piece of property known as Chadwick Farms Park,located at 15700 Cleveland-Gibbs Road, Fort Worth, Denton County, Texas 76262, and more accurately depicted in Exhibit A, which is attached hereto and incorporated herein for all purposes ("Park"). C. TRA owns a Substitution Easement and Right-of-Way ("Easement') through the Park which authorizes it to construct sanitary sewer lines within the confines of the Easement,and which permits TRA the right of reasonable ingress and egress across the adjacent Park property for purposes of constructing and maintaining said lines. A copy of the Easement is attached hereto as Exhibit B. D. TRA requires additional permanent and perpetual rights through an undeveloped portion of the Park for the purpose of constructing, operating and maintaining an additional sanitary sewer line providing service to the City of Fort Worth said permanent rights being described in the instrument attached hereto as Exhibit C, and additionally certain temporary rights to facilitate construction, described on Exhibit D. E. This Agreement will provide TRA with both permanent rights and temporary access and workspace to a portion of the Park for purposes of reconstructing a sanitary sewer line beneath the Park and within the Easement owned by TRA and within the area described in Exhibit C, which is in the common interest of both parties and will benefit the general public. F. Each governing body, in performing government functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party. G. The City and TRA find that the subject of this Agreement is necessary for the RECEIVED benefit of the public and that each has the legal authority to perform and to provide FEB 21 2019 CITY OF FORTVV(Ilocal Agreement for Chadwick Farms Park 1 of 51 CITY SKCRETARY the government function or service that is the subject matter of this Agreement. H. The City and TRA are parties to City Secretary Contract No. 46707 which was executed on May 28,2015. The City and TRA agree that nothing in this Agreement shall be construed as to alter the obligations of either party under City Secretary Contract No. 46707. Agreement I. Grant of Permanent Rights For the consideration in hand paid by TRA to the City of Twelve thousand five-hundred seventy-nine dollars and twenty cents ($12,579.20), the City shall grant TRA the permanent rights described in Exhibit C by the execution of that instrument. II. Term of Temporary Rights a. License Period. The term of the access to and use of the area described in Exhibit D shall consist of one (1) license period of two hundred fifty (250) consecutive calendar days, commencing no later than April 15,2019. TRA must notify the Director of the City's Parks and Community Services Department or that person's designee ("Director") at least five (5) business days prior to the date on which the License Period will commence. The license period shall end at 11:59 p.m. on the 250th calendar day following the day of commencement ("License Period"). If TRA's use of the Licensed Premises does not commence on or before April 15,2019, TRA shall immediately begin to restore the surface of trie Licensed Premises in accordance with this Agreement. NOthing hereln sha11 reduce or alter TRA's obligations to restore the property described in City Secretary Contract No. 46707. b. Extension of License Period. If TRA fails to complete all obligations hereunder in accordance with this Agreement on or before the expiration of the License Period, including,but not limited to,restoration as specified herein,then TRA agrees to extend the License Period on a month-to-month basis until TRA has completed all obligations pursuant to this Agreement. If an extension occurs, then TRA shall pay or cause the City to be paid rent in the amount of one dollar and fifty cents per square foot per month for the entirety of the Licensed Premises(as hereinafter defined)under this Agreement,which will be due and payable on or before the first (lst) day of each extended License Period. Such rent shall be paid to the City without demand and without offset. The extension of the License Period shall occur and renew automatically each month until TRA receives notice from the City that all of its obligations under the Agreement have been completed. Notwithstanding anything to the contrary, the City may terminate the extended License Period at any time and for any reason. C. Access. No use of or access to the Park or the Licensed Premises shall be allowed outside of the designated License Period or applicable extension period, except as is authorized by any easements or permanent rights held by TRA. TRA's rights in and to the Licensed Premises hereunder shall be strictly limited and shall fully and absolutely Interlocal Agreement for Chadwick Farms Park 2 of 51 terminate and be of no further force and effect at the conclusion of the License Period or applicable extension period, except as is authorized by any easements held by TRA. After the License Period or applicable extension period ends, all rights of TRA in and to the Licensed Premises shall,automatically and without the need for any further documentation, fully and unconditionally terminate,whereupon TRA shall have no right of entry or use of the Licensed Premises whatsoever except as is authorized by any easements held by TRA. III. Licensed Premises a. Subject to the tenns and conditions set forth in this Agreement and the City Charter and ordinances, for and in consideration of the monetary payments to be made hereunder and the other covenants and promises expressed herein, the City does hereby agree to license to TRA during the License Period the use of the following portions of the Park for the purposes stated herein: l. A portion of the Park,the description, location, and boundaries of which are depicted in Exhibit D, which is attached hereto and incorporated herein for all purposes as though it were set forth at length ("Licensed Premises"), for use as temporary access and workspace for purposes of constructing a sanitary sewer line beneath the Park and within the area described in Exhibit C and for no other purpose. 2. The parties understand and acknowledge that TRA has an Easement that grants it the right of reasonable ingress and egress across the Park, where necessary, for the purposes of laying, constructing, inspecting, operating, maintaining, repairing, replacing, adding, changing, or removing its sanitary sewer pipelines (see Exhibit B). In the interest of efficiency and protection of the Park and its patrons,the parties hereby agree to the following with respect to ingress and egress concerning the Project: i. The Access and Workspace Area is referred to herein as the "Licensed Premises." ii, TR A and its contractors and subcontractors shall enter the Park and access and exit the Licensed Premises and the area described in Exhibit C via the access road on the neighboring "Lot 1, Block 1 Fairway Ranch Addition"tract, which is depicted in Exhibit C. If TRA desires ingress and egress access to any other portion of the Park not specified herein but which may be allowed pursuant to the terms of its Easement,then the parties agree to work together to come to a mutual agreement concerning the location of such access, recognizing the interest of TRA in exercising its rights under the Easement and the City in protecting its interest in the Park. If TRA utilizes ingress and egress access to any other portion of the Park which is not pursuant to this Agreement or to the terms of its Easement, then TRA shall pay or cause the City to be paid reasonable fees as determined by the Fair Market Value and square footage of the property utilized. iii. TRA agrees to contact the Director at least twenty(20)calendar days prior to accessing the Park for its construction activities within the Easement. Interlocal Agreement for Chadwick Farms Park 3 of 51 3. TRA's use the Park is strictly limited to the Licensed Premises, its existing permanent easement and the area as depicted in Exhibit C and TRA shall not have access to any other area of the Park. In the event any portion of the Park is occupied or used, either actively or passively, outside of the Licensed Premises,then TRA shall pay or cause the City to be paid monthly rent in the amount of one dollar and fifty cents per square foot for the entirety of the Licensed Premises. Such payment shall be made in full to the City for a minimum of one, full thirty day period. If TRA removes or damages trees through any such unauthorized use, TRA shall also pay to the City a tree mitigation fee, in accordance with Exhibit E. Upon notification by the City, TRA shall immediately cease such use or occupancy and immediately restore any such Park property in accordance with the applicable provisions set forth in this Agreement. IV. Consideration a. Contemporaneously with executing this Agreement, TRA shall deliver to the offices of the City's Parks and Community Services Department (the "Department"), 4200 South Freeway, Suite 2200, Fort Worth, Texas 76115, payment of a Fee of twelve thousand five hundred seventy-nine dollars and twenty cents ($12,579.20) as consideration for the approximately 0.31448 acres of easement area granted under this Agreement. b. Contemporaneously with executing this Agreement, TRA shall deliver to the offices of the City's Parks and Community Services Department (the "Department"), 4200 South Freeway, Suite 2200, Fort Worth, Texas 76115, payment of a License Fee of fifty-eight thousand two hundred and seventeen dollars ($58,217.00) for the use of approximately 58,211 7 square feet of parkland granted as a temporary workspace under this Agreement. c. Consideration for any additional use of the Licensed Premises beyond the initial 250 day license period will be in accordance with Section II. d. The proposed alignment will impact approximately 58 trees totaling 52.3 Cali_ner inches within the park. Mitigation fees in the amount of $83,200.00, has been assessed for the proposed tree removal impacts. TRA will pay to the City a mitigation fee of eighty-three thousand two hundred dollars ($83,200.00). All remaining trees will be protected with tree protection fencing. Any additional impacts shall be assessed under the CRZ notes as defined in Exhibit E. V. Acceptance of Licensed Premises TRA takes all portions of the Licensed Premises and all appurtenances in "AS IS" condition without any express or implied warranty on the part of the City. TRA accepts the Licensed Premises in their present condition, finds them suitable for the purposes intended, and further acknowledges that it is thoroughly familiar with such condition by reason of personal inspection and does not rely on any representations by the City as to the condition of the Licensed Premises or their suitability for the purposes intended. TRA accepts the Licensed Premises subject to any and all previously recorded easements that may have been granted on,along, over, under, or across said property,and releases the City Interlocal Agreement for Chadwick Farms Park 4 of 51 from any and all damages, claims for damages, loss, or liabilities that may be caused to invitees, licensees, or trespassers by reason of the exercise of such rights or privileges granted in said easements. TRA's taking possession of the Licensed Premises shall be conclusive evidence that: (a)the Licensed Premises are suitable for the purposes and uses for which same are licensed; and (b)TRA waives any and all defects in and to the Licensed Premises and all the appurtenances thereto. The City shall not be liable to TRA, its agents, employees, contractors, subcontractors, invitees, licensees, or guests for any damage to any person or property due to the acts or omissions of TRA, its agents, employees,contractors, or subcontractors, unless such damage is caused by the gross negligence or willful misconduct of City or its agents, employees, separate contractors, or subcontractors. VI. Use Not Exclusive With respect to the Licensed Premises,this Agreement and all rights granted to TRA herein are strictly non-exclusive. The City reserves the right to enter into and grant other and future licenses, leases, and other authorizations for use of the Park and the Licensed Premises to other persons and entities as the City deems appropriate in accordance with applicable law; provided, however, that in granting subsequent authorization for use, the City will not allow a use that will unreasonably interfere with IRA's use of the Licensed Premises as provided herein. This Agreement does not establish any priority for the use of the Park or the Licensed Premises by TRA or by any present or future licensees or other pen-nit holders. In the event of any dispute as to the priority of use of the Park or the Licensed Premises, the first priority shall be to the public generally, the second priority to the City in the performance of its various functions, and thereafter, as between licensees and other pen-nit holders, as determined by the airy in the exercise of its powers, inc,u ing the police power and other powers reserved to and conferred on it by the State of Texas. VII. Limitations on Use a. Construction on the Licensed Premises is allowed only between 7:00 A.M. and 7:00 P.M.Monday through Friday_ For purposes of this provision,the term "construction," shall include (i)clearing, dredging, excavating, compacting, or grading of land; (ii) delivery or assembly of pipe, fittings, or similar materials; and (iii) operation of heavy equipment, including,but not limited to, a backhoe,backhoe loader,boom truck,bulldozer,compactor, crane, dump truck, excavator, grader, grapple truck, loader, pile driver, power shovel, roller, scraper, tractor, trencher, and tunnel boring machine. b. All TRA equipment and materials shall be placed and maintained solely within the confines of the Licensed Premises. Unless otherwise approved by the Director, TRA shall enter and leave the Park and access the Licensed Premises via the neighboring "Lot 1, Block 1 Fairway Ranch Addition"tract, which is depicted in Exhibit C. Cleveland-Gibbs Road shall not be used for ingress and egress purposes. TRA's use of the Licensed Premises hereunder shall be solely restricted to IRA's activities on the Licensed Premises and shall not include the use of the Park or the Licensed Premises to serve any activities, including, but not limited to, construction activities, occurring outside of the Licensed Premises. lnterlocal Agreement for Chadwick Farms Park 5 of 51 C. In accessing and using the Licensed Premises, TRA shall comply with all of its obligations and responsibilities under this Agreement and under any and all applicable, federal, state, or local law, rule, or ordinance. VIII. Public Safety a. TRA shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with TRA's use of the Licensed Premises and the Park. b. At a minimum, TRA shall: (i) install and maintain construction fencing in accordance with any preconstruction plans agreed to by the Director; and (ii) ensure that no equipment or materials are stored in the Park in a manner that is not secure. Following installation of the fencing, TRA shall contact the Director to inspect for proper installation. TRA shall ensure that all equipment and materials are stored on the Licensed Premises in an enclosed area that shall be kept locked when not in use, and TRA shall provide the Director with keys for all fence and entry locks. At no time shall any fenced area be left open unless staffed by security personnel. C. In addition, TRA shall provide construction and maintenance signs and sufficient barricades at work sites to protect the public. The use of traffic control devices shall be consistent with the standards and provisions of Part VI of the Texas Manual on Uniform Traffic Control Devices. TRA shall also take all necessary precautions and shall provide all necessary protection to prevent damage, injury, or loss to (a) all persons accessing portions of the Licensed Premises on which any construction is being performed by or on behalf of TRA; (b) all work performed on or from the Licensed Premises and all materials and equipment to be incorporated therein that are under the care, custody, or control of TRA, or TRA's employees, agents, contractors, or subcontractors, regardless of whether such material and equipment is stored on or off the Licensed Premises; and (c) other property on or adjacent to the Licensed Premises. TX. Protection. of the Fnyirnyirnent a. TRA shall not handle or store any Hazardous Materials on the Licensed Premises or the Park, except that TRA may, in compliance with applicable environmental laws, use and store Hazardous Materials in such amounts and types that are commonly used in connection with pipeline bursting operations, provided, however, that TRA specifically agrees to remove any and all such Hazardous Materials on or before the final day of the License Period. TRA shall not introduce, use, generate, store, accept, or dispose of on, under, or about, transport across, or permit to exist on the Licensed Premises or the Park any"treatment, storage or disposal facility"or"underground storage tank," as those teens are defined under applicable environmental laws. For purposes of this Agreement, "Hazardous Materials" shall mean potentially dangerous hazardous wastes, toxic substances, or related materials, including, but not limited to, pollutants; asbestos; polychlorinated biphenyl (PCB); petroleum or other fuels (including crude oil or any fraction or derivative thereof); underground storage tanks, and substances considered hazardous, toxic, or the equivalent pursuant to applicable laws. Any Hazardous Materials used by TRA on the Licensed Premises shall be posted on site and a list shall be given to lnterlocal Agreement for Chadwick Farms Park 6 of 51 City. b. TRA shall not create or aggravate any condition at the Park or the Licensed Premises that could present a threat to human health or to the environment. X. Documenting Condition of Licensed Premises TRA must provide the Department with videographic documentation of the condition of the Licensed Premises as they exist both before and after the uses pennitted herein. All such video must include a visible date and time stamp indicating when the videography occurred. TRA must submit documentation of the pre-installation condition prior to commencing any work on the Licensed Premises. Post-installation documentation must be submitted no later than five (5) business days after the last day of the License Period. Department staff will distribute copies of the documentation to all appropriate City personnel to detennine whether any damage has been done to the Licensed Premises. XI. Minirnizin2 Impact on Vegetation a. TRA is authorized to remove trees from the Park as represented and set forth in Exhibit E and shall pay to the City a tree mitigation fee of Eighty-three thousand two hundred dollars US. ($83,200.001 due and payable to the Department prior to commencing any use of the Licensed Premises under this Agreement. TRA shall not cut, remove or damage any other trees on the Licensed Premises except as agreed to otherwise by the parties. b. Prior to beginning any construction, TRA shalt install perimeter construction fencing in accordance with any preconstruction plans agreed to by the Director. In addition, to minimize damage during construction, TRA shall install chain link fencing on the outside drip line of trees and other vegetation specifically identified by the Director at a pre-construction meeting and as outlined in accordance with Exhibit E,which is attached hereto and incorporated herein for all purposes. TRA shall notify the Director once the PrimetPr fencing and tree nrntection measures have been installed and allow the Director an opportunity to inspect the work before construction begins. The City shall have at least four (4) business days following the date on which notice is received to conduct its inspection. TRA may begin construction on or after the third (3rd) business day following the date on which it provided notice to the City unless the City contacts TRA and identifies specific issues that render the perimeter fencing or tree protection measures unacceptable. C. TRA shall ensure that tree protection fencing remains in place throughout the License Period or any extended License Period. At no time shall any tree be damaged or removed except as allowed herein. If any other tree within the Park is damaged in connection with TRA's operations,TRA agrees to undertake remediation efforts, including paying of remediation costs, in accordance with Exhibit R, which is attached hereto and incorporated herein for all purposes. Any fencing shall remain in place until such time as the Licensed Premises are restored pursuant to the terms of this Agreement. Interlocal Agreement for Chadwick Farms Park 7 of 51 XII. Minimizing Impact on Utilities a. TRA acknowledges the existence of City-owned utilities in the Park and Licensed Premises (including, but not limited to, waterlines, sewer lines, and storm drains) and covenants and agrees to install protective matting over such utilities in accordance with any preconstruction plans agreed to by the Director, which agreement shall not unreasonably be withheld, and in compliance with specifications approved by the City's Water Department. Following installation of the matting, TRA shall contact the Water Department (John Lopez or other designated representative) for inspection and approval. b. TRA shall provide the Department with a copy of the matting specifications and the Water Department's inspection report within twenty-four (24) hours of receiving the report from the Water Department and prior to mobilization of pipeline construction equipment in the Park. TRA may begin construction after the date on which it provided the inspection report and specifications to the Department unless the Department contacts TRA and identifies specific issues that render the measures unacceptable. XIII. Restoration of Improvements To the extent any road,curb, gutter,irrigation system,utility line, barricade, fence, or other improvement is destroyed, removed, or altered in connection with TRA's activities under this Agreement, as determined in the sole reasonable discretion of the Director, TRA shall reconstruct and restore such improvement in a good and workmanlike manner to a condition that is equal to or better than the one in which such improvement existed as of the date this Agreement is fully executed, as evidenced by the pre-installation video required under Section X of this Agreement. Any restoration required under this section must be completed by TRA and inspected and approved by the Director prior to the expiration of the License Period or the License Period will be extended per Section II. XIV. Restoration of Surface of Licensed Premises To the extent any portion of the surface of the Park incl,,,ding both the Licensed Premises and Easement, is damaged or disturbed in connection with TRA's activities under this Agreement, as determined by the Director in his sole reasonable discretion, TRA shall restore the surface of the Licensed Premises by; (i) aerating the soil using a heave-action aerator with six-to-eight inch tines to address compaction caused during the use of the Licensed Premises; (ii) replanting and reseeding with Common Bermuda grass in accordance with the seeding specifications outlined in the attached Exhibit F; and (iii) watering the replanted and reseeded areas as needed until the replacement vegetation is reasonably established and has been approved and accepted by the Director. Prior to planting, TRA shall provide the Director with documentation certifying the type and quality of the materials to be planted. The Director may, in exercise of reasonable discretion, reject any plant material that does not meet the requirements of this section or Exhibit F or is otherwise unacceptable for one or more specific, clearly identified reasons. Any restoration required under this section must be completed by TRA in compliance with the specifications set forth in this section and the attached exhibits and inspected and approved by the Director, which approval shall not be unreasonably withheld, prior to the expiration of the License Period or the License Period will be extended per Section Il. Interlocal Agreement for Chadwick Farms Park 8 of 51 XV. Discretionary Limited Access to Care for and Establish Vegetation a. TRA may request limited access to the Licensed Premises to water, care for, and establish replacement vegetation required under Section XIV ("Limited Access"). A request for Limited Access must be made in writing and delivered to the Department at least one month prior to the expiration of the License Period or extended License Period. Replacement vegetation or seed must be in place at the time the request is made. b. Director may, in its reasonable discretion, authorize Limited Access for a period not to exceed two weeks from the expiration of the License Period or extended License Period. During the Limited Access period, no TRA materials or equipment may remain on the Licensed Premises with the exception of irrigation directly involved in irrigation and temporary fencing used to protect areas being restored. TRA's use of the Licensed Premises under Limited Access in accordance with this Section shall not invoke any additional extended License Period beyond that which already exists at the time that Limited Access is granted. XVI. Liability, Indemnification. a. TRA agrees to pay City for all damages suffered or incurred by City, either directly or indirectly, as a result of any operations on or from the Licensed Premises conducted for or by TRA, its agents, employees or representatives, including all damage or injury to standing or fallen timber,buildings,fences,equipment,and all other property,whether real or personal. TRA warrants against any slumping or settling as it relates to the work within the Park related to TRA's installation of the sewer line or the uses permitted herein and agrees to pay City for all damages related to such slumping, settling, or both. b. SUBJECT TO THE LIMITATIONS OF TEXAS LAW, TRA COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY,HOLD HARMLESS,AND DEFEND, AT ITS OWN EXPENSE, CITY, ITS OFFICERS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF THE ACTS OR OMISSIONS OF TRA, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS,INVITEES,LICENSEES,VOLUNTEERS, OR PROGRAM PARTICIPANTS. TRA LIKEWISE COVENANTS AND AGREES TO,AND DOES HEREBY, INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURIES, DAMAGE, LOSS, OR DESTRUCTION TO PROPERTY OF CITY DURING THE PERFORMANCE OF ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. HOWEVER, THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT EXTEND TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND,IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH TRA AND THE CITY,RESPONSIBILITY AND LIABILITY,IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A Interlocal Agreement for Chadwick Farms Park 9 of 51 WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF THE STATE OF TEXAS. C. TRA covenants and agrees that City shall no way or under any circumstances be responsible for any property belonging to TRA, its members, employees, agents, contractors,subcontractors, invitees,licensees,or trespassers that may be stolen,destroyed, or in any way damaged, and TRA hereby indemnifies and holds harmless City from any and all such claims. City does not guarantee police protection and will not be liable for any loss or damage sustained by TRA, its members, employees, agents, contractors, subcontractors, invitees, licensees, or trespassers on any of the Premises. d. TRA agrees that City shall not be liable for any loss, injury or damage whatsoever suffered or incurred by TRA or IRA's agents, employees or representatives while on the Licensed Premises. e. All of the obligations set forth above are subject to the limitations of state law and subject to any defenses or immunities TRA may possess. XVII. INSURANCE a. Duty to Acquire and Maintain TRA shall cause its contractor to procure and maintain at all times, in full force and effect, a policy or policies of insurance to provide coverages of the types and amounts specified herein, naming the City as an additional insured and covering all public risks related to the use, occupancy, condition, maintenance, existence, or location of the Park and the construction, installation, operation, maintenance, repair, reconstruction, or condition of the pipeline. The insurance required hereunder may be met by a combination of self-insurance and primary and excess policies. TRA shall provide proof of all requirements stated herein to the City prior to beginning any work pursuant to this Agreement. b. Types and Amounts of Coverage Required 1. Commercial General Liability: i. $5,000,000.00 per occurrence, including coverage for the following: (i)Premises Liability; (ii)independent contractors; (iii)products/completed operations; (iv) personal injury; (v) contractual liability; (vi) explosion, collapse, and underground property damage 2. Property Damage Liability: i. $5,000,000.00 per occurrence 3. Umbrella Policy i. $5,000,000.00 Interlocal Agreement for Chadwick Farms Park 10 of 51 4. Environmental Impairment Liability (EIL) &/or Pollution Liability i. $5,000,000 per occurrence ii. $10,000,000 aggregate 5. Automobile Liability: i. $1,000,000.00 per accident, including, but not limited to, all owned, leased, hired, or non-owned motor vehicles used in conjunction with the rights granted under this Agreement 6. Worker's Compensation: i. As required by law 7. Employer's Liability: i. $1,000,000.00 per accident c. Revisions to Required Coverage At the reasonable recommendation of the City's Risk Manager,the City may at any time revise insurance coverage requirements and limits required by this Agreement. TRA agrees that within thirty (30) days of receipt of written notice from the City, TRA will implement all such revisions requested by the City. Policies shall not have exclusions that nullify or alter the required lines of coverage, or decrease the limits of said coverages required by this Agreement, unless such endorsements are approved in writing by the City. The policy or policies of insurance shall be endorsed to provide that no material changes in coverage,including,but not limited to, cancellation, termination, non-renewal, or amendment, shall be made without thirty (30) days' prior written notice to the City. d. Underwriters and Certificates TRA shall procure and maintain its insurance with underwriters who are authorized to do business in the State of Texas and who are acceptable to the City in terms of solvency and financial strength. Within ten(10)business days following execution of this Agreement, TRA shall furnish the City with certificates of insurance signed by the respective companies as proof that it has obtained the types and amounts of insurance coverage required herein. In addition, TRA shall, on demand, provide the City with evidence that it has maintained such coverage in full force and effect. e. Deductibles Deductible or self-insured retention limits on any line of coverage required herein shall not exceed $1,000,000.00 in the annual aggregate unless the limit per occurrence or per line of coverage, or aggregate is otherwise approved by the City. Interlocal Agreement for Chadwick Farms Park 11 of 51 f. Waiver of Subrogation TRA shall require any of its contractors'worker's compensation policies to contain a waiver of subrogation endorsement in favor of the City. g. No Limitation of Liability The insurance requirements set forth in this section and any recovery by the City of any sum by reason of any insurance policy required under this Agreement shall in no way be construed or affected to limit or in any way affect TRA's liability to the City or other persons as provided by this Agreement or law. XVIII.Prohibition Against Liens TRA shall not do any act or make any contract that may be purported to create or be the foundation of any lien on or any interest in the Licensed Premises or the Park. Any such act, contract, or lien attempted to be created shall be void. Should any purported lien on the Licensed Premises be created or filed, TRA shall, at its sole expense, liquidate and discharge same within ten (10) business days after notice from the City to do so. XIX. Notices All notices required or permitted under this Agreement shall be conclusively determined to have been delivered when (i) hand-delivered to the other party, its agent, employee, servant, or representative, or (ii) received by the other party by reliable overnight courier or United States Mail,postage prepaid,return receipt requested,at the address stated below or to such other address as one party may from time to time notify the other in writing. To THE CITY: To TRA: Director Manager Parks and Community Services Construction Management Services City of Fort Worth Trinity River Authority of Texas 4200 South Freeway, Ste 2200 5300 S. Collins Fort Worth, Texas 76115 Arlington, Texas 76018 With a copy to: Department of Law City of Fort Worth Attn: City Attorney 1000 Throckmorton Dallas, Texas 75201 Fort Worth, Texas 76102 Interlocal Agreement for Chadwick Fauns Park 12 of 51 XX. Independent Contractor It is expressly understood and agreed that TRA shall operate as independent entity in each and every respect hereunder and not as an agent, representative, or employee of the City. TRA shall have the exclusive control and the exclusive right to control all details and day- to-day operations and activities relative to operation of TRA and installation of the pipeline and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. TRA acknowledges that the doctrine of respondeat superior shall not apply as between the City and TRA, its officers, agents, servants, employees, contractors, subcontractors, licenses, and invitees. Nothing contained in this Agreement shall be construed as the creation of a partnership or joint enterprise between the City and TRA. XXI. Prohibition Against Assignment TRA may not sell, assign, or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the City. Any such attempted assignment without the City's consent shall be void. XXIL Compliance with haws and Regulations a. In operating under this Agreement, TRA agrees to comply with all applicable federal, state, and local laws, regulations, and ordinances, including all City ordinances, charter provisions,and rules,regulations, and requirements of the City's Police,Fire,Code Compliance, Transportation and Public Works, and Health Departments. b. TRA will not knowingly do or suffer to be done anything on said Licensed Premises during the terms of this Agreement in violation of the laws, statutes, ordinances, rules, regulations, charter provisions, directives or requirements referenced in this Agreement. If the City calls the attention of TRA to any such violation on the part of said TRA or any person employed by or admitted to said Licensed Premises by TRA,TRA will immediately (or otherwise as soon as reasonably possible) desist from and correct such violation and/or vacate the Licensed Premises. XXIII.Taxes TRA acknowledges and agrees that it shall be solely responsible for paying all taxes assessed or imposed by any governmental entity in connection with the construction, installation, operation, maintenance, repair, or reconstruction of the pipeline and with the use of the Licensed Premises or other City property related to activities within the scope of this Agreement. XXIV.Force Maieure; Homeland Security If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, lnterlocal Agreement for Chadwick Farms Park 13 of 51 commission,or agency of the United States or of any state;declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its community centers,parks,or other City-owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. XXV. Ileadin2s The section headings contained herein are solely for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. XXVI.Choice of Law; Venue This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision 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. XXVII. Governmental Powers It is understood and agreed that by execution of this Agreement, the City and TRA do not waive or surrender any of their respective governmental powers. XXVIIL Authorization By executing this Agreement, TRA's agent affirms that he or she is authorized by TRA to execute this Agreement and that all representations made herein with regard to TRA's identity, address and legal status (corporation, partnership, individual, etc.) are true and correct. XXIX.Entirety of Agreement This instrument (including all attachments, schedules, and exhibits attached hereto) constitutes the entire understanding and agreement of the City and TRA as to use of the Licensed Premises and the Park. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with the terms and conditions of this Agreement. This Agreement shall not be amended unless agreed to in writing by both parties. By executing this Agreement, TRA agrees to and accepts the terms, conditions and provision contained herein. Interlocal Agreement for Chadwick Farms Park 14 of 51 IN WITNESS WHEREOF,the parties hereto have executed this Agreement this 19A day of �r6,Yu,ry , 2019 in Fort Worth, Tarrant County, Texas. Trinity River Authori of T xas The City of Fort Worth By: By: ��� Sign 8 . evin Ward Fernando Costa General Manager Assistant City Manager Approved s to F d egality: Approved as to Form and Legality: By: By: �Apin o rA S. Slobodin Matthew A. MufFay General Counsel Assistant City Attorney ATT ATT ST: By: Had !< odin Mary kalys r Secretary, Board of Directors City Secreta Contract Authorization -M&C: , M&C L-16156; October 16, 2018 Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name of Employee 'Rk�-I rl P1V Title Interlocal Agreement for Chadwick Farms Park 15 of 51 Exhibit A Park 'or •` .• r '�, 1� C- 2 m ' 3 i Zp �'M Ri r - _ ". Interlocal Agreement for Chadwick Farms Park 16 of 51 Attachment B Trinity River Authority of Texas 2 Northern Region Office 3828.642 P r?� CONSECRETARY NN q51-8 -_ August 19, 2019 ' ro g 'e� 00 r J? ��j 40 Mr. Matt Murray ti° �a Assistant City Attorney I :_A City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 RE: Denton Creek Regional Wastewater System Henrietta Creek Interceptor, 25 HC-1 First Amendment to Interlocal Agreement with City of Fort Worth (City Secretary Contract No. 51959) Dear Mr. Murray: The Authority executed an Interlocal Agreement (Agreement) with the City of Fort Worth (City) on October 24, 2018, for the above referenced project. The Agreement provides the Authority with permanent and temporary easement rights to construct the 25HC-1 Interceptor and to conduct tree mitigation within Chadwick Farms Park. Terms of the Agreement included a date of commencement no later than April 15, 2019, as summarized below. a. License Period. The term of the access to and use of the area described in Exhibit D shall consist of one (1) license period of two hundred fifty (250) consecutive calendar days, commencing no later than April 15, 2019. TRA must notify the Director of the City's Parks and Community Services Department or that person's designee ("Director') at least five(5) business days prior to the date on which the License Period will commence. The license period shall end at 11:59 p.m. on the 250th calendar day following the day of commencement("License Period'). If TRA's use of the Licensed Premises does not commence on or before April 15, 2019, TRA shall immediately begin to restore the surface of the area previously licensed by the City to TRA through City Secretary Contract No. 46707 which was executed on May 28, 2015. Such restoration shall be in full compliance with the terms of City Secretary Contract No. 46707 and shall include all Park property included in both City Secretary Contract No. 46707 and this Agreement. The Authority requests the date of commencement be amended to no later than August 13, 2019, to coincide with the Authority's construction contract Notice to Proceed date. This First Amendment is for a revised commencement date only, and shall result in no increase to the P.O.Box 240 Arlington,Texas 76004-0240 (817)493-5100 41% MR. MATT MURRAY August 19, 2019 3828.642 Page 2 value of the original Agreement. All other provisions of the Agreement not specifically amended hereby remain in full force and effect. If this First Amendment is acceptable, please indicate your acceptance and acknowledgment by signing below and returning an original executed copy to this office. *ectfullybmitted, I , P.E.tal Improvement Program Planning Design and Construction Administration KAD/cea Attachment APPROVED: City of Fort Worth Trinity River Authority of Texas 0 "q Fernando Costa Date P6eneral Kevin Ward Date Assistant City Manager Manager Approved as to Form and Legality: •tip- �3�z►�.i� '�� •�� Matt Murray Date HG6ard S. Slobo in Date Assistant City Attorney I General Counsel ATTE T � U ly } ��1 a, y Kayser Date rd S. Slobodin Date,���� 0� ►i City Secretary j� �eneral Counsel ����� �.•' �, �� Attachment C Trinity River Authority of Texas r Planning, Design and Construction Administration DATE: April 8, 2020 City Secretary Contract No. 51959-A2 FILE: 3828.642 TO: Matt Murray Assistant City Attorney I City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 RE: Denton Creek Regional Wastewater System Henrietta Creek Interceptor, 25HC-1 Second Amendment to the Interlocal Agreement with City of Fort Worth (City Secretary Contract No. 51959) Dear Matt: The Authority executed an Interlocal Agreement (Agreement) with the City of Fort Worth (City) on October 24, 2018, for the above referenced project. The Agreement provides the Authority with permanent and temporary easement rights to construct the 25HC-1 Interceptor and to conduct tree mitigation within Chadwick Farms Park. Terms of the Agreement included a date of commencement no later than April 15, 2019, as summarized below. a. License Period. The term of the access to and use of the area described in Exhibit D shall consist of one (1) license period of two hundred fifty(250) consecutive calendar days, commencing no later than April 15, 2019. TRA must notify the Director of the City's Parks and Community Services Department or that person's designee ("Director') at least five (5) business days prior to the date on which the License Period will commence. The license period shall end at 11:59 p.m. on the 250th calendar day following the day of commencement ("License Period). If TRA's use of the Licensed Premises does not commence on or before April 15, 2019, TRA shall immediately begin to restore the surface of the area previously licensed by the City to TRA through City Secretary Contract No. 46707 which was executed on May 28, 2015. Such restoration shall be in full compliance with the terms of City Secretary Contract No. 46707 and shall include all Park property included in both City Secretary Contract No. 46707 and this Agreement. The First Amendment to the Agreement (Attachment B) was executed on August 29, 2019, for a revised commencement date of no later than August 13, 2019. The Authority requests a Second Amendment to further revise the date of commencement to no later than April 8, 2020, to account for delays incurred by unforeseen conditions at the downstream pipeline connection and the COVID-19 Pandemic. This Second Amendment shall result in no increase to the value of the Agreement. All other provisions of the Agreement not specifically amended hereby MR. MATT MURRAY April 8, 2020 3828.642 Page 2 remain in full force and effect. If this Second Amendment is acceptable, please indicate your acceptance and acknowledgment by signing below and returning an original executed copy to this office. Respectfully submitted`, 1 K*EL LY"A. DS, E. Manager, Capital Improvement Program Planning, Design and Construction Administration KAD/cjr/anf Attachment A- Interlocal Agreement with the City of Fort Worth Attachment B - First Amendment to Interlocal Agreement with the City of Fort Worth APPROVED: City of Fort Worth Trinity River Authority of Texas -id- Apr 21, 2020 7 esyl,� w�VY Apr 21, 2020 Fernando Costa(Apr 21,2020) J.Kevin Ward(Apr 21,2020) Fernando Costa Date J. Kevin Ward Date Assistant City Manager General Manager Approved as to Form and Legality: maft Murray Apr 21, 2020 Hoy~ds Apr 21, 2020 Matt Murray(Apr 21,2020! Howard S.Slobodin(Apr 21,2020) Matt Murray Date Howard S. Slobodin Date Assistant City Attorney I General Counsel ATTEST: Apr 21, 2020 Apr 21, 2020 Howard S.Slobodin(Apr 21,2020) Mary Kayser Date Howard S. Slobodin Date City Secretary General Counsel