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HomeMy WebLinkAboutContract 55178 CSC No. 55178 LICENSE AGREEMENT FOR Heritage and Paddock Park Improvements and Associated Pedestrian and Streetscape Improvements THIS AGREEMENT ("Agreement") is by and between the City of Fort Worth, a Texas home-rule municipal corporation ("City"), acting by and through its duly authorized Assistant City Manager, and Downtown Fort Worth Initiatives, Inc., a Texas non-profit corporation ("DFWII"), acting by and through its duly authorized President. RECITALS WHEREAS the City, Tarrant County, and Tarrant Regional Water District owns or maintains Heritage Park and Paddock Park ("Parks"); and WHEREAS the City, with DFWII along with many other interested parties, desire to plan and make improvements to Heritage Park, the nearby Paddock Park and other adjacent areas to facilitate the reopening of Heritage Park and the enhanced use of Paddock Park; and WHEREAS on May 12, 1969, the Fort Worth City Council adopted a Resolution creating the Streams and Valleys Committee ("Streams and Valleys") to study challenges and opportunities associated with the Trinity River and its tributaries, and to advise the City Council and the City Plan Commission on issues affecting those waterways; and WHEREAS in 1970, Streams and Valleys commissioned renowned landscape architect Lawrence Halprin to create the Trinity River Planning Program, which laid the foundation for various improvements to the Trinity River corridor, including the eventual construction of Heritage Plaza as Fort Worth's official contribution to the American bicentennial celebration; and WHEREAS in 2007, the City of Fort Worth closed Heritage Plaza due to significant maintenance needs and related public safety hazards; and WHEREAS in 2008, Streams and Valleys commissioned a study concluding that the cost to restore and improve Heritage Plaza could range between $8 million and $10 million; and WHEREAS in 2009, Heritage Plaza was listed by the Cultural Landscape Foundation as a "marvel of modernism," cited by Preservation Texas and Historic Fort Worth on their "most endangered" lists, and nominated by the Texas Historical Commission to the National Register of Historic Places; and WHEREAS in 2009, Downtown Fort Worth Initiatives, Inc. commissioned the Olin Studio, under the leadership of Lawrence Halprin's friend and colleague Laurie Olin, to assess OFFICIAL RECORD CITY SECRETARY License Agreement—Heritage Park and Paddock Park Improvements Pag FT.WORTH, TX ideas for restoring and improving Heritage Plaza through a community visioning process; and WHEREAS on July 28, 2009 the City Council passed Resolution No. 3768-07-2009 to support efforts by Downtown Fort Worth Initiatives, Inc., Streams and Valleys, the Heritage Park Steering Committee recommendations for restoring and improving Heritage Plaza; and WHEREAS in 2010, a Heritage Plaza Design Workshop led by the Olin Studio resulted in a recommendation from the Heritage Plaza Steering Committee to move forward with a Phase I analysis of Heritage Plaza; and WHEREAS since 2011 the City of Fort Worth and Downtown Fort Worth Initiatives, Inc. have worked in partnership to analyze the condition of the Plaza in preparation for restoration; and WHEREAS in 2013, DFWII issued an RFP for final design of Heritage Plaza and selected a partnership of Studio Outside and Bennett, Benner and Partners to lead this effort; and WHEREAS on May 10, 2014 Fort Worth citizens passed a bond package that included $1.5 million for design for the restoration of Heritage Plaza (the "2014 Bond Funds"). The full amount of Heritage Park bond authorization was appropriated in September of 2015 (Ordinance 21920-09-2015); and WHEREAS on August 19, 2015 the City and DFWII entered into a License Agreement (CSC 46944) to provide DFWII and its consultant with access to Heritage Plaza for the purpose of preparing design and construction document; and WHEREAS in October 2015, the City Council authorized an amendment to that agreement, waived permitting, construction related fees, and authorized use of the 2014 Bond Funds toward the restoration costs (M&C G-18595; CSC 49644-A1); and WHEREAS since late 2015, design and construction documents have been secured for the restoration of Heritage Plaza; however, during this phase it was determined that future success of the plaza and parks must include integral improvements to increase and provide improved access to and within Heritage Park and as a result, no funds have actually been expended, no construction has taken place and the License Agreement has expired; and WHEREAS from 2016 to 2019, DFWII explored options to increase and improve access to Heritage Park, including from the Trinity River, to connect it with the linear park along the Trinity River and Paddock Park in order to make the parks more usable and user- friendly; and WHEREAS over the past year, DFWII and the City have explored funding options for the preliminary design concepts for all the elements and have determined that funding will License Agreement—Heritage Park and Paddock Park Improvements Page 2 of 14 come from a combination of the $1,000,000.00 of 2014 Bond Program funding identified for "Heritage Park Redevelopment" and a match from private dollars to pay a qualified design team to refine and advance the conceptual design documents, advance the schematic design, design development to construction documents incorporating the above-stated goals through an additional robust public engagement process, develop reliable construction cost estimates, and greater detail on timing and sequencing of actual construction of the improvements; and WHEREAS on April 7, 2020, The Fort Worth City Council authorized the use of $1,000,000.00 in previously appropriated 2014 Bond Program funds toward the costs of design work for Heritage and Paddock Parks and authorized execution of this license agreement with Downtown Fort Worth Initiatives, Inc. for access to Heritage and Paddock Parks and to procure design consultants (M&C 20-0145). NOW THEREFORE, in consideration of the mutual promises contained herein, the City and DFWII do hereby covenant and agree as follows: SECTION 1 PURPOSE; PARTIES 1.1 The purpose of this Agreement is to establish the administration and criterion pursuant to which DFWII shall be granted exclusive access to prepare or have prepared design documents, plans and construction documents for improvements to Heritage and Paddock Parks and associated pedestrian and streetscape improvements as defined in Exhibit A and as further described in the Request for Qualifications issued May 29, 2020 ("Project" or "Improvement Activities"). DFWII shall engage a qualified landscape architect, engineer or other appropriate professionals (collectively, "Design Team") and shall be responsible to pay the Design Team for all work satisfactorily completed within the scope of a separate agreement between DFWII and Design Team. It is anticipated that DFWII will subsequently contract for construction services necessary to construct improvements with additional City financial participation and oversight, and this License may be amended to provide for same. The City will provide its share of the Project funding to DFWII on either a reimbursement or pass-through basis. DFWII understands and acknowledges that the City is the "Owner" of the Project. 1.2 This Agreement is made and entered into by and between the City of Fort Worth, Texas and Downtown Fort Worth Initiatives, Inc. When used herein, the term "DFWII" and the term "City" shall include officers, agents, employees, successors, and assigns of each of the parties respectively. SECTION 2 TERM 2.1 The primary term of this Agreement shall be for thirty-six (36 months, commencing on the date subscribed below by the City's designated City Manager. License Agreement—Heritage Park and Paddock Park Improvements Page 3 of 14 SECTION 3 RESPONSIBILITIES OF THE PARTIES 3.1 The CITY: A. Hereby grants a license to DFWII allowing DFWII and the Design Team access to the Parks during the weekday hours of 7:00 A.M. to 8:00 PM, or at such other reasonable times as may be requested by DFWII, throughout the term of this Agreement to work on the Project. The parties may revise these hours, by written agreement, if either party receives requests or complaints from a business or resident within a one-half mile radius of the Park. B. Through the Development Services Department, shall review all documentation and recommendations made by DFWII or the Design Team. C. Shall reimburse or pay to DFWII up to $1,000,000.00 for costs related to the design professionals, as invoices are approved. D. Will provide in-kind project management support including but not limited to project initiation, project planning and research, production oversight, monitoring and controlling, closing and liaison between DFWII and the City. 3.2 DFWII will: A. Provide project management including but not limited to project initiation, project planning and research, production oversight, monitoring and controlling, closing and liaison between Stakeholders. B. Provide project management for the Project through the administration of DFWII's agreement with the Design Team including review and forwarding of invoices to City for review and reimbursement/payment. C. Take steps to ensure that work, analysis, studies, or reports by or on behalf of DFWII is properly coordinated with the City. DFWII staff will inform City staff of Project progress and recommendations through e-mail, phone calls, meetings with City staff and DFWII which may also include members of Design Team. SECTION 4 RESPONSIBILITY FOR PARKS AND COSTS 4.1 DFWII shall assume primary responsibility for managing the Design Team during the term of this Agreement. Heritage and Paddock Parks ("Parks") shall remain at all times public parks subject to the ultimate authority of Park and Recreation Department (PARKS) and the City or county. The City does not relinquish the right to enforce all necessary and proper rules for the management and operation of the License Agreement—Heritage Park and Paddock Park Improvements Page 4 of 14 Parks. The City, through personnel in its police, fire, code compliance, PARKS, or other relevant department(s), has the right at any time to enter any portion of the Parks (without causing or constituting a termination of the Agreement or an interference with the use of the Parks by DFWII) for the purpose of inspection and maintenance and performance of any and all activities necessary for the proper conduct and operation of public property; provided this right of entry shall not authorize or empower the City to direct the activities of DFWII or its contractors or assume liability for DFWII's or its contractor's (whether one or more) activities. In addition, all permanent public facilities and equipment owned by the City within the Parks shall remain property of the City, and such property cannot be disposed of by DFWII without the express written consent of City. SECTION 5 LIABILITY AND INDEMNIFICATION 5.1 DFWII covenants and agrees that the City shall in no way nor under any circumstances be responsible for any property belonging to DFWII, its members, employees, agents, contractors (including Design Team), subcontractors, invitees, licensees, or trespassers that may be stolen, destroyed, or in any way damaged, and DFWII hereby indemnifies and holds harmless the City from and against any and all such claims. The City does not guarantee police protection and will not be liable for any loss or damage sustained by DFWII, its members, employees, agents, contractors, subcontractors, invitees, licensees, or trespassers on Heritage and Paddock Parks or any other City property. 5.2 DFWII AGREES TO INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO ANY BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (i) DFWII'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY INTENTIONAL, KNOWING, RECKLESS, OR NEGLIGENT ACT OR OMISSION OF DFWII, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, SEPARATE ENGINEERS, CONTRACTORS, OR SUBCONTRACTORS, RELATED TO THE ANALYSIS OF THE CONDITION OF HERITAGE AND PADDOCK PARKS OR THE PERFORMANCE OF THIS AGREEMENT. SECTION 6 DISCRIMINATION/DISABILITIES DFWII, in its award of any contract and occupancy or use of the Parks shall not discriminate against any person or persons because of race, age, gender, religion, License Agreement—Heritage Park and Paddock Park Improvements Page 5 of 14 color, national origin, marital status, sexual orientation, or disability. DFWII shall ensure its Design Team complies with all current Americans with Disabilities Act requirements, unless exceptions or exemptions are applied with documentation thereof supplied to City. SECTION 7 NOTICES 7.1 Any notice regarding Sections 10 or 14 shall be sufficient if hand delivered or deposited in the U.S. Mail, postage prepaid, certified mail, return receipt requested, and addressed to the other party as follows: CITY: DFWII: City of Fort Worth Downtown Fort Worth Initiatives, Inc. Development Services Director Andrew M. Taft, President 200 Texas Street 777 Taylor Street, Suite 100 Fort Worth, Texas 76102 Fort Worth, TX 76102-4908 With copy to: City Attorney 200 Texas Street Fort Worth, Texas 76102 7.2 Mailing of notices pursuant to this Section shall be deemed sufficient if (i) properly addressed as specified above or to such other person and address as previously designated in writing by the receiving party; and (ii) mailed via certified mail, postage prepaid, return receipt requested. All time periods related to any notice requirements specified in this Agreement shall commence on the date that notice is mailed. 7.3 All other notice may be provided as specified in Section 7.1 or via electronic transmission. SECTION 8 INDEPENDENCE OF THE PARTIES The parties hereto covenant and agree that each such party is independent and not an officer, agent, servant, or employee of the other party. The parties further covenant and agree that each such party shall have exclusive control of and the exclusive right to control (i) the details of the portion of work that each such party is performing hereunder and (ii) all persons performing same on behalf of each party respectively. In addition, the parties covenant and agree that each such party is responsible for the acts and omissions of its respective officers, agents, employees, separate contractors, subcontractors, consultants, and subconsultants. Nothing herein shall be construed as creating a partnership or joint enterprise between the City and DFWII. License Agreement—Heritage Park and Paddock Park Improvements Page 6 of 14 SECTION 9 SUCCESSORS AND ASSIGNS Neither party shall assign or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written consent of the other party. Any attempted assignment or transfer without the consent of the other party shall be null and void. SECTION 10 TERMINATION AND REMEDIES 10.1 This Agreement may be terminated by either party in writing for Cause. For purposes of this provision, the term "Cause" shall refer to the occurrence of any of the following: (i) DFWII fails to comply with Section 3, Section 4, Section 5, or Section 11 of this Agreement; (ii) DFWII shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors; (iii) DFWII shall file a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statute of the United States or any State thereof; or DFWII shall be adjudged bankrupt or insolvent in proceedings filed against DFWII thereunder; (iv) a receiver or trustee is appointed for this Agreement or for substantially all of the assets of DFWII; (v) DFWII vacates any substantial portion of the Project area for a period of longer than thirty (30) business days after Improvement Activities have commenced, unless DFWII can demonstrate to the satisfaction of the City that all reasonable efforts are being made by DFWII to continue pursuit of the Project; (vi) DFWII shall do or permit to be done anything which creates a lien upon the Parks or any improvement therein; (vii) DFWII fails to comply with any other term; provision or covenant of this Agreement in any material respect. 10.2 Except for termination due to non-appropriation, termination shall be effective twenty (20) business days from the date that written notice is sent to the other party. The party receiving such notice of termination shall have the 20-day time period to initiate a correction of the nonperformance at issue. The parties may mutually agree on an extension of the time period to allow for diligent completion of the correction. Termination due to non-appropriation shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever comes first. 10.3 If this Agreement is terminated for Cause prior to completion of the Project, DFWII shall return to the City all unexpended City funds and shall transfer to City all other funds raised for the Parks that DFWII has in its possession as of the effective date of termination. City shall use any and all such funds toward completion of the repair and redevelopment of the Parks. Any information gathered prior to such termination shall be turned over to the City as well and may be used at our sole discretion. License Agreement—Heritage Park and Paddock Park Improvements Page 7 of 14 10.4 Within twenty business (20) days following the effective date of termination or expiration, DFWII shall remove from the Parks all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Parks by DFWII or its agents. After such time, City shall have the right to take full possession of the Parks and (i) to remove any and all parties and property remaining on any part of the Parks or (ii) to remove any and all parties and take and hold any personal property remaining on any part of the Parks as City's sole property. DFWII agrees that it will assert no claim of any kind against City, its agents, servants, employees, or representatives stemming from City's termination of this Agreement or any act incident to City's assertion of its right to terminate or City's exercise of any rights granted hereunder. SECTION 11 INSURANCE 11.1 Before commencement of Improvement Activities, DFWII shall require its Design Team and subcontractors, to obtain and maintain the types of insurance and limits of coverage described below, and such coverage shall be evidenced by an ACORD form that lists the City as the Certificate Holder and as an additional insured. 11.2 INSURANCE DESIGN TEAM'S INSURANCE A. Commercial General Liability — the Design Team shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. i. The City shall be included as an insured under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. The Commercial General Liability insurance policy shall have no exclusions by endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal 'injury, or advertising injury, which are normally contained within the policy, unless the City approves such exclusions in writing. ii. ' Design Team waives all rights against the City and its agents, officers, directors and employees for recovery of damages to the License Agreement—Heritage Park and Paddock Park Improvements Page 8 of 14 extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this agreement. B. Business Auto — the Design Team shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of "any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the Design Team owns no vehicles, coverage for hired or non-owned is acceptable. i. Design Team waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Design Team pursuant to this agreement or under any applicable auto physical damage coverage. C. Workers' Compensation — Design Team shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. Design Team waives all rights against the City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Design Team pursuant to this agreement. D. Professional Liability — the Design Team shall maintain professional liability, a claims-made policy, with a minimum of$1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the contract or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of five (5)years following the completion of the contract. An annual certificate of insurance specifically referencing this project shall be submitted to the City for each year following completion of the contract. 11.3 General Conditions for all Insurance GENERAL INSURANCE REQUIREMENTS A. Certificates of insurance shall be delivered to the City of Fort Worth prior to commencement of work, addressed to the attention of Risk Management, 200 Texas Street, Fort Worth, Texas 76102 with a copy License Agreement—Heritage Park and Paddock Park Improvements Page 9 of 14 to Sevanne Steiner, City of Fort Worth Development Services Department 200 Texas Street, Fort Worth, Texas 76102. B. Applicable policies shall be endorsed to name the City an Additional Insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. C. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. D. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. E. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to the City. A ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Development Services Director- D.J. Harrell, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102 with a copy to Sevanne Steiner, City of Fort Worth Development Services Department 200 Texas Street, Fort Worth, Texas 76102. F. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. G. Any deductible or self-insured retention in excess of$25,000.00 that would change or alter the requirements herein is subject to approval by the City in writing, if coverage is not provided on a first-dollar basis. The City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the City. H. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Project. I. The City shall be entitled, upon its request and without incurring expense, to review the Design Team's insurance policies including endorsements thereto and, at the City's discretion; Design Team may be required to provide proof of insurance premium payments. J. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the contractual agreement. The certificate of insurance shall License Agreement—Heritage Park and Paddock Park Improvements Page 10 of 14 state both the retroactive date and that the coverage is claims-made. K. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. L. The City shall not be responsible for the direct payment of any insurance premiums required by this agreement. M. Sub consultants and subcontractors to/of the Design Team shall be required by the Design Team to maintain the same or reasonably equivalent insurance coverage as required for the Design Team. When sub consultants/subcontractors maintain insurance coverage, Design Team shall provide City with documentation thereof on a certificate of insurance. N. The City, its officers, employees, and servants shall be endorsed as an additional insured on all insurance policies required under this Agreement with the exception of worker's compensation insurance policies. O. Required insurance policies shall each be endorsed to provide that such insurance is primary protection and that any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. P. During any term of this Agreement, Design Team shall report to the Risk Management Department in a timely manner any loss occurrence that could give rise to a liability claim or lawsuit or that could result in a property loss. Q. Liability shall not be limited to the specified amounts of insurance required herein. SECTION 12 SEVERABILITY; WAIVER; HEADINGS 12.1 In the event any covenant, condition, or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall in no way affect any other covenant, condition or provision herein contained, provided however, that the invalidity of any such covenant, condition, or provision does not materially prejudice either the City or DFWII in connection with the rights and obligations contained in the valid covenants, conditions, and provisions of this Agreement. License Agreement—Heritage Park and Paddock Park Improvements Page 11 of 14 12.2 The failure of the City to insist on the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of the City's ability to assert or rely on any such term or right on any future occasion. The waiver by the City of any default or breach of a term, covenant, or condition of this Agreement shall not be deemed to be a waiver of any other breach of that term, covenant, or condition or of any other term, covenant, or condition of this Agreement, regardless of when the breach occurred. 12.3 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. SECTION 13 EFFECT ON THIRD PARTIES 13.1 Nothing herein shall be deemed to constitute a waiver of any immunity or affirmative defense that may be asserted by the City or DFWII as to any claim of any third party. Nothing herein shall be construed in any manner, to create a cause of action for the benefit of any person not a party to this Agreement, or to create any rights for the benefit of any person not a party to this Agreement not otherwise existing at law. SECTION 14 DAMAGE TO CITY PROPERTY 14.1. In the event that any City-owned property, such as utilities, park improvements, equipment, turf, etc., is damaged or destroyed during installation, watering, or maintenance of the Project improvements due to negligence or acts or omissions of DFWII (or of its officers, agents, servants, employees, separate contractors, subcontractors, engineers, consultants, or subconsultants), DFWII shall be solely responsible for all repairs or replacements. In the event of damage attributable to DFWII, DFWII shall replace or repair the damaged property at no cost to the City. The City and DFWII shall jointly determine whether any damage has been done, the amount of the damage, the reasonable costs of repairing the damage, and whether DFWII is responsible. SECTION 15 COMPLIANCE WITH LAW 15.1 DFWII shall comply with all federal, state, and local laws, rules, and regulations, as well as with all regulations, restrictions, and requirements of the City's police, fire, code compliance, and other relevant departments now or hereafter in effect that are applicable to its operations. DFWII shall obtain and keep in effect at its own cost and expense all licenses and permits (except for those permits for which License Agreement—Heritage Park and Paddock Park Improvements Page 12 of 14 the City has agreed to waive the fees) and shall pay all taxes incurred or required in connection with this Agreement and its operations hereunder. 15.2 DFWII shall require through its contract with Design Team, that Design Team and its subcontractors observe and comply with all federal, state, and local laws, rules, and regulations, as well as with all regulations, restrictions, and requirements of the CITY's police, fire, code compliance, and health departments now or hereafter in effect that are applicable to its operations. In particular, DFWII shall include in its contract language requiring Design Team and all subcontractors to observe and comply with all City ordinances relating to obstructing streets, keeping alleys and other right-of-way open and protecting same. 15.3 DFWII shall require through its agreement with Design Team, that Design Team and its sub-contractors shall perform their duties in a manner that will cause the least inconvenience and annoyance to the general public and the adjacent property owners. DFWII shall require through its agreement with Design Team that Design Team exercise every reasonable precaution for the safety of the property and the protection of any and all persons and/or property located adjacent to or making passage through, or using said property. SECTION 16 VENUE AND JURISDICTION 16.1 This Agreement shall be governed by the laws of the State of Texas. 16.2 Venue for any action brought to interpret or enforce or otherwise arising out of or incident to the terms of this Agreement shall be in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. SECTION 17 ENTIRE UNDERSTANDING; MODIFICATION 17.1 This Agreement (including all attachments, schedules, and exhibits attached hereto) constitutes the final, entire, and complete understanding between the City and DFWII concerning the responsibilities with respect to Heritage and Paddock Parks. Any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. 17.2 Amendments to this Agreement or to any attachment, schedule, or exhibit affixed hereto may be proposed by either party and shall take effect only after written approval by both parties. SECTION 18 AUTHORITY 18.1 The undersigned officers and/or agents of the parties hereto covenant and affirm that they are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto. License Agreement—Heritage Park and Paddock Park Improvements Page 13 of 14 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. 1 4 Sevanne Steiner Senior Planer Email: Sevanne.Steiner@fortworthtexas.gov IN WITNESS WHEREOF; DFWII and the City have signed duplicate counterparts of the Agreement. CITY OF FORT WORTH DOWNTOWN FORT WORTH INITIATIIV7ES, INC. <<-- Fernando Costa(Jan 4,202112:01 CST) Fernando Costa Ark rew M. TU Assistant City Manager President Date: 01/04/2021 Date: Ia '4,1-ao oavnn�� �a F°Rr�aa��F000000000`y°a�� ATTEST: v�o 0.4 o �JL)� °=d MC20-0145 0 o00 *� M&C oo0000oo is Mary Kayser aa�b�EXpS�aa City Secretary Date: Jan 20,2021 APPROVED AS TO FORM AND LEGALITY Mack(Jan 4,202112:00 CST) Douglas W. Black Senior Assistant City Attorney RECOMMENDED BY 0�7tf&h2GG DJ Harrell(Jan 4,2021 11:36 CST) D.J. Harrell Development Services Department Director OFFICIAL RECORD CITY SECRETARY License Agreement—Heritage Park and Paddock Park Improvements Pag FT.WORTH, TX City of Fort Worth, Texas Mayor and Council Communication DATE: 04/07/20 M&C FILE NUMBER: M&C 20-0145 LOG NAME: 06HERITAGE PARK DESIGN SUBJECT Authorize Execution of Agreement with Downtown Fort Worth Initiatives, Inc.to Conduct Design Work for Heritage and Paddock Parks and Authorize Use of$1,000,000.00 in 2014 Bond Funds Toward Total Costs(COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council: 1. Authorize execution of an agreement with Downtown Fort Worth Initiatives, Inc.for a license to access Heritage and Paddock Parks,related records,and to procure design consultants;and 2. Authorize use of$1,000,000.00 in previously appropriated 2014 Bond Program funds toward the costs of design work for Heritage and Paddock Parks. DISCUSSION: The purpose of this Mayor and Council Communication(M&C)is to authorize execution of an agreement with Downtown Fort Worth Initiatives, Inc. (DFWII)for a license to access Heritage Park,which includes Heritage Plaza, related City records,and for DFWII to provide the procurement of design services for Heritage and Paddock Parks with the City contributing$1,000,000.00 in previously appropriated 2014 bond funds toward design costs for Heritage Park. Under the agreement, DFWII will use extensive public engagement to develop 30%conceptual design with reliable construction cost estimates,phasing,and timing.The Agreement provides for City funding toward design costs in the amount of$1,000,000.00 from the 2014 Bond Program. DFWII,with the support of the private funding partners,will match the public contribution and procure design services through a public notice. DWFII will charge a 3%administrative fee which will be paid by the privately contributed funds. Heritage Park,established in 1975, is a Lawrence Halprin design and is located on the bluff overlooking the confluence of the Clear and West Forks of the Trinity River. The park was closed in 2007 due to concerns regarding condition and safety. In response to a community effort led by Ruth Carter Stevenson to reopen the Plaza,the City Council adopted a resolution expressing the intent to collaborate with a variety of public and private partners in formulating schematic design recommendations for the restoration and improvement of Heritage Plaza and;and,as financial resources permit,in implementing such recommendations. (Resolution No.3768-07-2009). On May 19,2011, Informal Report 9384 provided the Council an update on efforts by City staff, in cooperation with various stakeholders represented on the Heritage Park Steering Committee,to restore Heritage Plaza. In that report,Council was updated on necessary steps leading to the restoration of Heritage Plaza. Since May 2011,City staff and DFWII,through a series of License Agreements(City Secretary Contract Nos.42630 and 45260), have overseen the completion of a series of preliminary studies and analyses intended to inform final design for the restoration of Heritage Plaza. During this time, DFWII engaged in private fundraising efforts to provide funding for the final design of the improvements. The private financial contributions to the project to date total$1,070,000.00. In 2013, DFWII issued an RFP for final design and selected a partnership of Studio Outside and Bennett, Benner and Partners to lead this effort. On May 10,2014 Fort Worth citizens passed a bond package that included$1.5 million for design work for the restoration of Heritage Plaza(2014 Bond Funds). The full amount of Heritage Park bond authorization was appropriated in September of 2015(Ordinance 21920-09-2015). On June 17,2015,by Resolution No.2015-6,TIF No.3 authorized funding for the renovations in an amount up to$1,000,000.00. On August 19,2015 the City and DFWII entered into a License Agreement(City Secretary Contract Nos.46944)to provide DFWII and its consultant with access to Heritage Plaza for the purpose of preparing design and construction documents. In October 2015,the City Council authorized an amendment to that agreement,waived permitting and construction related fees,and authorized use of the 2014 Bond Funds toward the restoration costs(M&C G-18595;CSC 49644-A1). Although bond funds were approved for use,they were not expended,and the agreement regarding their potential use has expired. Since 2015,design and construction documents have been secured for the restoration of the plaza; however,during this phase it was determined that future success must include integral improvements to increase and provide improved access to and within Heritage Park. From 2016 to 2019, DFWII explored options to increase and improve access to Heritage Park,to better connect it with the adjacent Paddock Park,and to make the parks more usable and user-friendly. Preliminary concepts include the following: • Improve pedestrian and vehicular access around Tarrant County Courthouse and North Main Street; • Strengthen the visual and physical connection between Heritage Plaza and Tarrant County Courthouse via Paddock Park; • Improve access from Heritage Park Plaza to the Trinity River via a grand stair case and accessible tree canopy walk;and, • Strengthen the connection between Heritage Park,Sundance Square,General Worth Square,and the Fort Worth Water Gardens via Houston Street. Over the past year, DFWII has explored funding options for these preliminary design concepts and has determined that funding will come from a combination of private and public sources. Feedback from private donors indicated overall support but a need for more specific information on project sequencing,timing,and cost.The$1,000,000.00 of 2014 Bond Program funding was identified for"Heritage Park Redevelopment"and will be used to match private dollars to pay a qualified design team to produce conceptual design documents through an extensive public engagement process,develop reliable construction cost estimates,and produce greater detail on timing and sequencing. The design costs will be capitalized as part of the completed construction project and are therefore eligible expenditures of bond funds. By approving this M&C,the City Council will be finding that design and construction documents for Heritage and Paddock Parks,including design for improvements along the street frontages of both parks,are within the scope of the Heritage Park Redevelopment project as proposed in the bond booklet and approved by voters in 2014. This project is included in the 2014 Bond Program. Available resources within the General Fund will be used to provide interim financing until debt is issued. Once debt associated with the project is sold, bond proceeds will reimburse the General Fund in accordance with the statement expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election(Ordinance No.21241-05-2014) and subsequent actions taken by the Mayor and Council. The project is located in COUNCIL DISTRICT 9 A Form 1295 is not required because:This contract legally does not require City Council approval. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget,as appropriated,of the 2014 Bond Program Heritage Park project to support approval of the above recommendations and award of the contract. Prior to any expenditure being incurred,the Park& Recreation Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by. Fernando Costa 4006 Originating Business Unit Head: DJ Harrell 6101 Additional Information Contact: Randy Hutcheson 8008 Sevanne Steiner 8012 too. Ing Iz opr i ir .. e LL M 4 L `r� ��� �s AFC i •- � � O 4I �y o m C. LO tt: 1, (� a� ��Y�y- �� �'�-ap>•wT+r � P6�y '�:' az r/ mc i 4 I s R- w g,oWw > a opw R Q CL I " �wg :..; l0Q U p ' I w� j p ppwp Usw w Qp�pk c a N 10 K N �-+ L .�"' O 3 0 @� 0 � a �? c a > r � '�o R W C t%!