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HomeMy WebLinkAboutContract 47367 RAW d LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ELAN WEST 7TH,L.P.FOR THE DEVELOPMENT OF PARK IMPROVEMENTS IN FIRST FLIGHT AND LINWOOD-JESSIE D.SANDOVAL PARKS This LICENSE AGREEMENT FOR FIRST FLIGHT PARK AND LINWOOD-JESSIE D. SANDOVAL PARK("License") is made and entered into this of c�, ,, , 2015 ("Effective Date") by and between the CITY OF FORT WORTH ("Licensor"), a home-rule municipality organized under the laws of the State of Texas, and ELAN WEST 7TH, L.P., ("Licensee"), a Delaware limited partnership, acting by and through ELAN WEST 7"' GENERAL PARTNER GP, L.L.C., a Delaware limited liability company. WHEREAS, Licensee is developing approximately five acres of real property into a multi-family development consisting of townhomes,apartments,and a parking garage,all of which is located west of Carrol Street,north of Merrimac,east of Foch,and south of Azalea Avenue("Linwood Development"); WHEREAS,pursuant to the City of Fort Worth's Neighborhood and Community Park Dedication Policy("Policy"),Licensor has been assessed a park dedication fee of$187,000.00("Park Dedication Fee")for the Linwood Development; WHEREAS,Licensor owns First Flight Park located at 2700 Mercedes Avenue,Fort Worth,Texas, ("First Flight") and Linwood—Jessie D. Sandoval Park located at 301 Wimberly Street, Fort Worth, Texas ("Linwood") (First Flight and Linwood are collectively referred to herein as the "Parks"),both of which are adjacent to the Linwood Development; WHEREAS, Licensee desires to construct certain community enhancements and improvements to First Flight and Linwood as part of its Linwood Development,including,among other things,aviation themed and dog park areas at First Flight and a pavilion at Linwood; WHEREAS,construction costs related to Licensee's park improvements at First Flight will be applied towards the Park Dedication Fee with any remainder to be paid to the Licensor; WHEREAS, Licensor desires to license to Licensee and Licensee desires to license from Licensor First Flight and a portion of Linwood for the purpose of allowing Licensee to construct park improvements, after which Licensee intends to donate or dedicate such improvements to the City of Fort Worth; WHEREAS, because the construction of the Discretionary Improvements (as hereinafter defined) will help to enhance the overall environment and livability of the Linwood Development,Licensee desire to enter into a separate Adopt-A-Park agreement to govern the Licensee's ongoing general maintenance obligations for First Flight, which will be separate and apart from any obligations contained within this License;and NOW,THEREFORE,in consideration of the mutual covenants,promises and obligations contained herein,the parties agree as follows: 1. PROPERTY LICENSED. Licensor hereby grants unto Licensee a non-exclusive license over First Flight and a portion of Linwood, the location and boundary of which are attached as Exhibit "A" and incorporated herein for all purposes(the"Licensed Premises"). Licensor shall provide Licensee full access to the Licensed Premises for the purposes stated herein during the Term,as defined herein. u,WN ;IAP 1„ir1 Ni License Agreement with Elan West 7th,LP for Fast Flight and Linwood Parks "IT � of 51 1 C M7 G n � 2. TERM OF LICENSE. 2.1. Unless terminated earlier pursuant to the terms herein, the term of this License shall commence on the Effective Date and expire on the earlier of(i) 135 calendar days after the Effective Date,subject to extension for force maj eure,or(ii)seven(7)days after Licensor's receipt of notice from Licensee, of Licensee's abandonment of the Licensed Premises ("Term"). Licensee may be provided with limited discretionary access to the Licensed Premises after the Term to maintain and restore the Licensed Premises per Section 7 or to perform any warranty work per Section 13. 3. RENT. Licensee shall pay to Licensor the sum of$10.00 as rental for the full Term of the License,on or before the Effective Date,and prior to Licensee's entry onto the Licensed Premises. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Discretionary Improvements. a. Licensee may, at its sole discretion and subject to the terms herein(including,but not limited to, the approval process set forth in Section 4.2), perform the modifications, renovations, improvements, and other construction work set forth in Exhibit B, which is attached hereto and incorporated herein, on the Licensed Premises. Licensee acknowledges that the modifications, renovations, improvements, and other construction work set forth in Exhibit B are not intended to be an approval of any such plans and specifications by the City;rather, they are intended to define the scope of improvements that are the subject of this Agreement and shall be referred to hereafter as the "Discretionary Improvement(s)". The Discretionary Improvements shall include,but not be limited,to,the fenced dog park,sidewalks,irrigation,grass,planter areas(raised and at grade), trees, monument structure, passive seating areas, trash receptacles, lighting improvements,signage,and a paviliion. b. The Discretionary Improvements shall be performed by an affiliate of the Licensee engaged by and paid exclusively by Licensee("Licensee's Affiliate"). An"affiliate"shall mean all entities,incorporated or otherwise,under common control with,controlled by or controlling Licensee. For purposes of this definition,"control"means fifty percent(50%) or more of the ownership determined by either value or vote Licensee may not initiate any Discretionary Improvement on or to the Licensed Premises unless it first submits all plans, specifications,and estimates for the costs of the proposed work in writing and also requests and receives written approval from the Licensor, or its designated representative ("Licensor's Representative"),which Licensor herein designates as the Director of the Park and Recreation Department or his designee("Director"). C. Upon the start of construction of any Discretionary Improvement on or to the Licensed Premises by Licensee pursuant to the plans approved by Licensor in accordance with Section 4.2,Licensee shall complete the Discretionary Improvements in accordance with the plans and specifications within the Term(subject to Force Majeure Events). For the purposes of this Section,"start of construction"shall mean the date stated in a Notice to Proceed(or other similar document)issued by Licensee to Licensee's Affiliate. Licensee covenants and agrees that it shall fully comply with all provisions of this License in the performance of any such Discretionary Improvements. Title to all Discretionary License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 2 of 51 Improvements shall be retained by the Licensee during construction, but such title shall vest in the Licensor upon the completion of the Discretionary Improvements and execution of a legal instrument vesting title of each Discretionary Improvement to the Licensor. If title is to any artwork,then title to such artwork shall also include all copyright. Licensee shall take all steps necessary to vest title of the Discretionary Improvements to the Licensor, including, but not limited to, delivery of an instrument of conveyance to the Licensor in form of Exhibit C attached hereto. d. Licensee agrees that it will not adversely impact the usability of any parkland not subject to this Agreement during contruction of any Discretionary Improvements at Linwood. Specifically,Licensee will ensure that its construction activities remain strictly within the Licensed Premises at all times and that access to,and usability of,the other areas of Linwood are unobstructed. 4.2. Process for Approval of Plans. a. Licensee's plans for construction and improvements shall conform to the architectural standards established by Licensor's Representative and must also receive written approval from the Licensor's Representative and any other city departments, boards, or commissions as shall be required under ordinance or City policy. All plans,specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. Licensor shall inspect all work pursuant to its construction inspection procedures. b. Approval by the Licensor of any plans and specifications relating to the Discretionary Improvements shall not constitute or be deemed (i) to be a release by the Licensor of the responsibility or liability of Licensee,Licensee's Affiliate or any of their subcontractors,and their officers, agents, employees and subcontractors, for the accuracy or the competency of the plans and specifications,including,but not limited to,any related investigations,surveys, designs,working drawings and other specifications or documents,or(ii)an assumption of any responsibility or liability by the Licensor for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and other specifications or documents by Licensee or any of its contractors,and their officers, agents, employees and subcontractors. 4.3. Documents. Licensee shall supply Licensor's Representative with comprehensive sets of documentation relative to any Discretionary Improvements, including, at a minimum, as-built drawings of each project. As-built drawings shall be new drawings or redline changes to drawings previously provided to Licensor's Representative. Licensee shall supply the textual documentation in computer format as requested by Licensor. 4.4. Letter of Credit Required. Prior to commencement of any construction work or site work related to any Discretionary Improvements,Licensee shall provide Licensor with a letter of credit("Letter of Credit")in favor of Licensor in the full amount of the estimated cost of all such Discretionary Improvements. The Letter of Credit must be issued by a financial institution in the corporate limits of the City of Fort Worth and in a form acceptable to Licensor. This Letter of Credit shall serve as security to Licensor for the faithful performance by Licensee of all its obligations under any construction contracts for the License Agreement with Elan West 7t',LP for First Flight and Linwood Parks 3 of 51 Discretionary Improvements and for completion of the Discretionary Improvements in accordance with the plans and specifications approved by Licensor pursuant to Section 4.2. The Letter of Credit shall provide that Licensor may draw down any amount necessary to complete the Discretionary Improvements or fulfill Licensee's obligations under any construction contracts by presenting the issuer with(i) a written statement, signed by Licensor's City Manager, that states that Licensee has failed to complete the Discretionary Improvements in accordance with the License and that Licensee has been notified of such failure and has failed to cure such failure pursuant to and in accordance with the License and (ii) a copy of the Letter of Credit. Licensee shall keep in effect and maintain this Letter of Credit at the amount specified herein at all times until Licensor has accepted and taken title to the Discretionary Improvements pursuant to Section 4.L The Letter of Credit shall provide that the Letter of Credit shall not expire and that the issuer shall not cancel the Letter of Credit unless the issuer provides written notice both to Licensor and Licensee at least thirty(30)days prior to such expiration or termination,in which event Licensee shall be obligated to provide Licensor with a substitute Letter of Credit that complies with the requirements of this Section 4.4. 4.5. Park Dedication Fees. a. Licensee shall either(i) expend or cause to be expended the Park Dedication Fee on the Discretionary Improvements for First Flight, or(ii)pay to the Licensor an amount equal the Park Dedication Fee. Licensee can satisfy the requirements of the foregoing(i) or (ii) by any combination of(i) or(ii) above (i.e., Licensee may pay part of the amount pursuant to subsection (ii) and expend or cause to be expended the remaining amount pursuant to subsection (i) above). To prove the expenditures required herein, Licensee shall submit to the Licensor a final construction spending report along with receipts documenting such expenditures on or before the final day of the Term. If any amounts are due to the Licensor per subsection(ii)above,then such amounts shall be due and payable within thirty(30)calendar days after written notice from the Licensor. Expenditures by the Licensee on the approved Discretionary Improvements will be applied to offset the Park Dedication Fee on a dollar-per-dollar basis. b. The Park Dedication Fee is intended to be the minimum amount of money required to be expended for the Discretionary Improvements at First Flight. Nothing contained herein shall restrict the Licensor's ability to construct improvements in First Flight that exceed the amount of the Park Dedication Fee,provided that such improvements have been approved pursuant to the terms of this License. 5. USE OF LICENSED PREMISES. Licensee hereby agrees to use the Licensed Premises strictly in accordance with the terms and conditions of this License, and solely for the purposes related to the construction of Discretionary Improvements related to the Licensed Premises,including,but not limited to,the maintenance and restoration of the Licensed Premises.. 6. UTILITIES. Licensee, at Licensee's sole cost and expense, shall be responsible for the installation and use of all utilities services to all portions of the Licensed Premises and for all other related utilities expenses,including, but not limited to, deposits and expenses required for the installation of meters until the expiration or earlier termination of the Term. Licensee further covenants and agrees to pay all costs and expenses for any extension,maintenance or repair of any and all utilities serving the Licensed Premises during the Term. In addition, Licensee agrees that all utilities, air conditioning and heating equipment and other License Agreement with Elan West 7h,LP for First Flight and Linwood Parks 4 of 51 electrically-operated equipment which may be used on the Licensed Premises shall fully comply with Licensor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 7. MAINTENANCE REPAIRS RESTORATION AND ACCESS. 7.1. Access. a. First Flight-Licensee may access First Flight at any location. b. Linwood - Licensee's access point into Linwood to construct the Discretionary Improvements is set forth in more detail in Exhibit A. The access area must be matted or mulched to prevent damage to Linwood. 7.2. Documentin!Condition of the Licensed Premise. a. Licensee must provide the Director with videographic documentation of the condition of the Licensed Premises,including,but not limited to,any underground utilities, as they exist both before and after the uses permitted herein. All such video must include a visible date and time stamp indicating when the videography occurred. Licensee must submit documentation of the pre-construction condition prior to commencing any work on the Licensed Premises. Post-construction documentation must be submitted no later than five(5)business days after the last day of the Term. The Director will distribute copies of the documentation to all appropriate City personnel to determine whether any damage has been done to the Licensed Premises. 7.3. Maintenance,Repairs,and Restoration by Licensee. a. Licensee agrees to keep and maintain the Licensed Premises in a good,clean and sanitary condition at all times during the Term of this License. Any ongoing, general maintenance obligations of Licensee shall be set forth in a separate Adopt-A-Park agreement to be executed by the parties hereto. Licensee covenants and agrees that it will not make or suffer any waste of the Licensed Premises. Licensee, at Licensee's sole cost and expense,will make repairs necessary to prevent the deterioration in condition or value of the Licensed Premises and any improvements thereon, including, but not limited to, doors, windows and roofs for such improvements, and all fixtures, equipment, modifications and pavement on the Licensed Premises. Licensee shall be responsible for all damages to the Parks caused by Licensee,its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Licensee agrees to fully repair, restore, or otherwise cure all such damages,at its sole cost and expense,to the condition immediately prior to Licensee's entry onto the Licensed Premises or better. b. Notwithstanding anything to the contrary,to the extent any portion of the surface of the Licensed Premises or the Parks is damaged or disturbed in connection with Licensee's activities under this License, as determined by the Director in his sole reasonable discretion, Licensee shall restore the surface of the Licensed Premises and the Parks 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) sodding in accordance with the plans and specifications set forth in Exhibit D; and(iii)watering the restored areas as needed until the replacement vegetation is established and has been License Agreement with Elan West 70',LP for First Flight and Linwood Parks 5 of 51 approved and accepted by the Director. Prior to planting, Licensee shall provide the Director with documentation certifying the type and quality of the materials to be planted. The Director may,in the exercise of his reasonable discretion,reject any materials that do not meet the requirements of this section or Exhibit D. Any restoration required under this section must be completed by Licensee 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 Term. C. The Licensee may request limited access to the Licensed Premises to water, care for, and establish replacement vegetation required under section ("Limited Access"). A request for Limited Access must be made in writing and delivered to the Director at least two weeks prior to the expiration of the Term. Replacement vegetation or seed must be in place at the time the request is made. The Director may, in his reasonable discretion, authorize Limited Access for a period not to exceed two weeks from the expiration of the Term. During the Limited Access period,no Licensee materials or equipment may remain on the Licensed Premises with the exception of equipment directly involved in irrigation and temporary fencing used to protect areas being restored. d. Licensee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description that may at any time be on the Licensed Premises shall be at Licensee's sole risk or at the sole risk of those claiming under Licensee. Licensor shall not be liable for any damage to such property or loss suffered by Licensee's business or business operations that may be caused by the bursting,overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. e. If Licensee fails to complete all required maintenance, repairs, or restorations under this License prior to the expiration of the Term or the Limited Access period, as applicable, then the Licensor may either (i) extend the Term for a period not to exceed thirty(30) calendar days; (ii) submit an invoice to Licensee detailing all damages caused by Licensee and the reasonable cost to repair such damages; or (iii) perform such maintenance,repairs,or restorations on behalf of Licensee. In the event Licensor performs under either (ii) or (iii), the Licensee agrees to pay Licensor for the costs of the maintenance, repairs, or restorations, with such payment to be due immediately upon written request of the Licensor.-. 7.4. Minimizing Impact to Vegetation and Utilities. a. Vegetation. Licensee shall not cut,remove,or damage any trees on the Licensed Premises or the Parks,except as otherwise agreed to by the Director. To minimize damage during construction,the Licensee shall install orange mesh fencing on the outside drip line of trees and other vegetation specifically identified by the Director at a pre-construction meeting. Licensee shall notify the Director once the tree and vegetation protection measures have been installed and allow the Director an opportunity to inspect the work before construction begins. The Licensee shall have at least two business days following the date on which notice is received by the Licensor to conduct its inspection. The Licensee may begin construction on or after the third business day following the date on which the Licensor receives notice unless the Licensor contacts the Licensee and identifies specific issues that render the tree and vegetation protection measures unacceptable. If any tree within the Parks is damaged in connection with Licensee's operations,Licensee agrees License Agreement with Elan West 7'',LP for Fist Flight and Linwood Parks 6 of 51 to undertake remediation efforts,including paying of remediation costs,in accordance with Exhibit E,which is attached hereto and incorporated herein for all purposes. b. Utilities. If the Licensee encounters any utility infrastructure (including,but not limited to,electric lines,waterlines,sewer lines,storm drains and lines,or gas lines)in the course of or in connection with Licensee's use of the Licensed Premises, the Licensee covenants and agrees to cease construction operations and install protective matting over or around such utilities in compliance with specifications approved by the City's Water Department or by the Park and Recreation Department. Following installation of the matting, Company shall contact the Director to arrange for inspection and approval by appropriate City personnel. Licensee shall provide the Director with a copy of the matting specifications and the Licensor's inspection report within twenty-four (24) hours of receiving and prior to resuming construction in the Parks. Licensee may resume construction after the date on which it provided the inspection report and specifications to the Director unless the Director contacts Licensee and identifies specific issues that must be addressed. 7.5. Inspections. a. Licensor shall have the right and privilege,through its officers,agents,servants or employees,to inspect the Licensed Premises at any time and for any reason. b. During any inspection, Licensor may perform any obligations that Licensor is authorized or required to perform under the terms of this License or pursuant to its governmental duties under federal state or local laws,rules or regulations. C. Licensee will permit the City's Fire Marshal or his or her authorized agents to inspect the Licensed Premises and Licensee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Licensed Premises into compliance with the applicable City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Licensee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 7.6. Environmental Remediation. Licensee agrees that it has inspected the Licensed Premises and is fully advised of its own rights without reliance upon any representation made by Licensor concerning the environmental condition of the Licensed Premises. LICENSEE,AT ITS SOLE COST AND EXPENSE,AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF OR ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, LICENSEE'S AFFILIATE, CONTRACTORS, SUBCONTRACTORS OR INVITEES DURING THE TERM AND ANY DISCRETRIONARY LIMITED ACCESS PERIODS. This Section 7.7 shall surive the expiration or earlier termination of this License. 8. RIGHTS AND RESERVATIONS OF LICENSOR. 8.1. Licensor hereby retains the following rights and reservations: License Agreement with Elan West 7`",LP for First Flight and Linwood Parks 7 of 51 a. Licensor reserves the right to take any action it considers necessary to prevent Licensee from erecting or permitting to be erected any building or other structure which,in the reasonable opinion of Licensor,would limit the usefulness of the Licensed Premises or diminish the capability of use of adjacent property owned by Licensor. b. Licensor reserves the right to develop and improve adjacent property owned and operated by Licensor and any improvements thereon. C. Licensee's rights hereunder shall be subject to all existing utility and drainage easements and rights-of-way granted by Licensor for the installation, maintenance, inspection,repair or removal of facilities owned or operated by electric,gas,water,sewer, communication or other utility companies. Licensee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly-owned property for the provision of utility services. 9. INSURANCE. 9.1 Generally. Licensee shall procure or require Licensee's Affiliate to procure and maintain at all times during the Term,in full force and effect,the following policies of insurance: (i) statutory worker's compensation insurance for all of the Licensee's Affiliate's employees and all workmen on the Licensed Premises performing construction of the Discretionary Improvements, (ii) commercial general liability insurance, (iii) business automobile insurance, (iv) builder's risk insurance, and (v) environmental impairment liability(EIL) and pollution liability insurance. The commercial general liability insurance policy and the automobile liability insurance policy shall be primary to all other insurance maintained by Licensee or Licensor and shall be non-contributory and shall be written for not less than the limits of liability as follows: a. Commercial General Liability: $2,000,000 each occurrence; $3,000,000 general aggregate per project; $3,000,000 product/completed operations aggregate;and $2,000,000 personal and advertising injury. b. Business Automobile Liabili ty: $1,000,000 each accident on a combined single limit basis. Coverage shall be for "Any Auto"owned,non-owned,and hired. C. Environmental Impairment Liability(EIL)and Pollution Liabili ty: 2,000,000 per occurrence 2,000,000 aggregrate 9.2. Certificates. As a condition precedent to the effectiveness of this License,Licensee shall furnish Licensor with appropriate certificates of insurance signed by the respective insurance companies as proof that the Licensee or Licensee's Affiliate has obtained the types and amounts of insurance coverage required herein. If any such policy shall expire before the term of this License,Licensee shall furnish License Agreement with Elan West 7"',LP for First Flight and Linwood Parks 8 of 51 to Licensor a renewal certificate of insurance not less than thirty(30) days prior to the expiration of any such insurance policy required hereunder. 9.3. Additional Requirements. a. All insurance companies providing coverage pursuant to the requirements of this License shall have a minimum Best's Rating of A-and a Financial Size Category listing of no lower than VII, both as provided by A.M. Best Company, Inc. Upon request by Licensor, Licensee shall deliver a copy of all such policies of insurance required in this License. b. The commercial general liability policy shall contain a contractual liability endorsement and a products completed operations endorsement. The insurance policies shall not include any of the following endorsements excluding or limiting coverage: (i) contractual liability limitation, CG 21 39; (ii) amendment of insured contract definition, CG 24 26; (iii) exclusion—explosion,collapse and underground property damage hazard, CG 2142 or CG 2143;(iv)limitation of coverage to designated premises or project,CG 21 44 07 98; (v)exclusion—damage to work performed by subcontractors on your behalf,CG 22 94 or CG 22 95; (vi) any type of construction defect completed operations exclusion; and(vii)any type of punitive, exemplary,or multiplied damages exclusion. C. All insurance policies shall contain a waiver of subrogation endorsement in favor of Licensor and Licensee. d. Deductible or self-insured retention limits on any line of coverage required herein shall not exceed$25,000.00 in the annual aggregate unless the limit per occurrence or per line of coverage,or aggregate is otherwise approved by the Licensor. e. If insurance policies are not written for specified coverage limits,an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. f. The Licensor,its officers,agents,representatives, employees and volunteers shall be named as an Additional Insured on all policies of insurance required herein. 10. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Licensee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Licensor. Licensee shall have the exclusive right to control the details of its operations and activities on the Licensed Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, Licensee's Affiliate,contractors,subcontractors,patrons,licensees and invitees. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between Licensor and Licensee, its officers, agents, employees, contractors, Licensee's Affiliate, and subcontractors. Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Licensor and Licensee. 11. INDEMNIFICATION AND LIABILITY. 11.1. LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL License Agreement with Elan West 7t',LP for First Flight and Linwood Parks 9 of 51 PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR OPERATIONS ON THE LICENSED PREMISES OR WITH THE MAINTENANCE, USE, OR OCCUPANCY OF THE LICENSED PREMISES OR ANY IMPROVEMENTS THEREON BY LICENSEE, ITS OFFICERS, AGENTS, EMPLOYEES, LICENSEE'S AFFILIATES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 11.2. LICENSEE COVENANTS AND AGREES TO,AND DOES HEREBY,INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, AND LAWSUITS, INCLUDING, BUT NOT LIMITED TO, COPYRIGHT INFRINGEMENT, PROPERTY DAMAGE OR LOSS AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH THE USE, MAINTENANCE, OR OCCUPANCY OF THE LICENSED PREMISES OR ANY DISCRETIONARY IMPROVEMENTS CONSTRUCTED THEREON BY LICENSEE,ITS OFFICERS,AGENTS,EMPLOYEES,LICENSEE'S AFFILIATES, CONTRACTORS,SUBCONTRACTORS,LICENSEES OR INVITEES DURING THE TERM AND ANY DISCRETIONARY LIMITED ACCESS PERIODS, EXCEPT TO THE EXTENT CA USED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS AGENTS, SERVANTS OR EMPLOYEES. 11.3. LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR FOR ANYAND ALL INJURIES OR DAMAGES TO THE LICENSED PREMISES OR ANYIMPROVEMENTS THEREON, WHICHARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OF LICENSEE, ITS OFFICERS, AGENTS, EMPLOYEES, LICENSEE'S AFFILIATES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 11.4. Licensee agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.)and any regulations issued thereunder including,but not limited to,the assumption of any and all responsibilities for paying royalties that are due for the use of copyrighted works to the copyright owner, or representative of said copyright owner. Licensor expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. Licensor specifically does not authorize, permit, or condone the reproduction or other use of copyrighted materials by Licensee or its agents, Licensee Affiliates, or licensees without the appropriate licenses or permission being secured by Licensee in advance. Licensor expressly assumes no obligation of review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the Licensee. 11.5. This Section 11 shall survive the expiration or early termination of this License. License Agreement with Elan West 7ffi,LP for First Flight and Linwood Parks 10 of 51 12. DEFAULT AND TERMINATION. In addition to termination rights contained elsewhere in this License,Licensor shall have the right to terminate this License as follows: 12.1. Failure by Licensee to Pay Rent,Fees or Other Charges. If Licensee fails to pay any rent,fees or other charges due under this License,Licensor shall deliver to Licensee a written invoice and notice to pay the invoice within ten(10) calendar days. If Licensee fails to pay the balance outstanding within such time, Licensor shall have the right to terminate this License immediately. 12.2. Breach or Default by Licensee. If Licensee commits any breach or default,other than Licensee's failure to pay rent,Licensor shall deliver written notice to Licensee specifying the nature of such breach or default. Licensee shall have ten(10)calendar days following such written notice to cure,adjust or correct the problem to the standard existing prior to the breach. If Licensee fails to cure the breach or default within such time period,Licensor shall have the right to terminate this License immediately. 12.3. Abandonment or Non-Use of the Licensed Premises. Licensee's abandonment or non-use of the Licensed Premises for any reason for more than thirty (30) consecutive calendar days during the Term shall constitute grounds for immediate termination of this License by Licensor. 12.4. Discontinuation or Failure to Complete Construction of Discretionary Improvements. a. Subject to extension by a Force Majeure Event,if Licensee ceases construction of the Discretionary Improvements for more than fifteen (15) consecutive calendar days, Licensor shall deliver written notice to Licensee specifying the nature of such breach or default. Licensee shall have five(5)calendar days following such written notice to resume construction. If Licensee fails to resume construction within such time period, Licensor shall have the right to terminate this License immediately. b. If Licensee fails to complete construction of the Discretionary Improvements in accordance with the approved plans and specifications within the Term,Licensee shall be in default of the License, absent a mutually agreed-upon written waiver of this time requirement. C. In the event of a default or termination under this Section 12.4, in addition to Licensee's financial obligations to Licensor upon termination as provided in Section 12.5, Licensee shall have the right,pursuant to Section 4.4,to draw down the necessary funds to pay the reasonable costs of completion of the Discretionary Improvements in accordance with the approved plans and specifications. d. Licensor reserves all other rights and remedies available to it whether expressly stated or not. License Agreement with Elan West 7`i',LP for First Flight and Linwood Parks 11 of 51 12.5. Licensee's Financial Obligations to Licensor upon Termination,Breach or Default. If Licensor terminates this License for any non-payment of rent,fees or other charges or for any other breach or default as provided in Sections 12.1, 12.2, 12.3,or 12.4 of this License,Licensee shall be liable for and shall pay to Licensor all rent due Licensor for the remainder of the Term as well as all arrearages of rentals, fees and charges payable hereunder, and any other payments or costs associated with Licensee's breach. In no event shall a reentry onto or reletting of the Licensed Premises by Licensor be construed as an election by Licensor to forfeit any of its rights under this License. 12.6. Rights of Licensor Upon Termination or Expiration. Upon termination or expiration of this License, title to all improvements on the Licensed Premises,including the Discretionary Improvements,and all fixtures and other items attached to any structure on the Licensed Premises shall pass to Licensor. In addition,all rights,powers and privileges granted to Licensee hereunder shall cease and Licensee shall vacate the Licensed Premises. Within twenty (20) calendar days following the effective date of termination or expiration, Licensee shall remove from the Licensed Premises all tools,machinery,equipment,materials and supplies placed on the Licensed Premises by Licensee pursuant to this License (other than machinery, equipment and materials incorporated into or used in the operation of the Facility). After such time, Licensor shall have the right to take full possession of the Licensed Premises,by force if necessary, and to remove any and all parties and property remaining on any part of the Licensed Premises. Licensee agrees that it will assert no claim of any kind against Licensor,its agents,servants,employees or representatives, which may stem from Licensor's termination of this License or any act incident to Licensor's assertion of its right to terminate or Licensor's exercise of any rights granted hereunder. 12.7 Adopt-A-Park.Agreement. Licensee and Licensor agree to execute an Adopt-A-Park agreement for the general,ongoing maintenance of First Flight within thirty(30)calendar days after the execution of this License,unless otherwise agreed to by the parties in writing. In the event that this License and the Adopt-A-Park are not executed within the thirty(30)day timeframe or as otherwise agreed to by the parties in writing, then the City shall have the right to terminate this License immediately. 13. WARRANTY AND CORRECTION OF DEFECTIVE WORK. 13.1 For a period of two(2)years following the date that title to the Discretionary Improvements are tranferred to the City per the Conveyance Instrument attached in Exhibit C,Licensee represents and warrants to the Licensor that the materials and equipment finished for the Discretionary Improvements are new,of good quality,in good working order,and perform as intended; and that all work will be performed in conformance with the agreed upon plans and specifications and professional"workmanlike"standards and free from defective or inferior materials and workmanship (including any defects consisting of"inherent vice,"or qualities that cause or accelerate deterioration). Licensee also represents and warrants that the Discretionary Improvements and materials used are not currently known to be harmful to public health and safety. Any Discretionary Improvements not conforming to these requirements may be considered defective. 13.2 Licensee agrees to cure any breach satisfactorily and consistent with industry standards for a period of two(2)years from the date that title to the Discretionary Improvements are transferred to the City per the Conveyance Instrument attached as Exhibit C,provided Licensee is given notice and an opportunity to repair or replace the Discretionary Improvements. Licensee shall commence any work License Agreement with Elan West 70i,LP for First Flight and Linwood Parks 12 of 51 in accordance with this warranty within fourteen (14) calendar days from receipt of written notice from the Licensor and complete such work within thirty(30)business days thereafter at no expense to the Licensor. If the Licensor observes any breach of warranty as described herein that is not curable by the Licensee,then the Licensee is responsible for reimbursing the Licensor for damages,expenses,and losses incurred by the Licensor as a result of such breach. The warranties contained herein are not exclusive. Nothing contained in this section shall limit or exclude any express or implied warranties, including, but not limited to, any manufacturer or product warranties. To the extent that the Discretionary Improvements, or any portion thereof, are covered by a manufacturer's warranty, Licensee shall provide copies of such warranties to Licensor. If any warranties are transferrable,then the Licensee shall transfer such warranties to the Licensor upon the expiration of the Licensee's two (2) year warranty period. The representations and warranties in this section shall survive the termination or other extinction of this License. 14. NOTICES. Notices required pursuant to the provisions of this License shall be conclusively determined to have been delivered when(i)hand-delivered to the other party,its agents,employees,servants or representatives,or (ii)deposited in the United States Mail,postage prepaid,addressed as follows: To LICENSOR: City of Fort Worth Attn: Director Park and Recreation Department 4200 South Freeway,Suite 2200 Fort Worth,Texas 76115 With a copy to: City of Fort Worth Attn: City Attorney 1000 Throckmorton Fort Worth,TX 76102 To LICENSEE: Elan West 7"',LP Attn: Laird Sparks 600 E.Las Colinas Boulevard, Ste.2100 Irving,Texas 75039 15. LIENS BY LICENSEE. Licensee acknowledges that it has no authority to engage in any act or to make any contract,which may create or be the foundation for any lien upon the property or interest in the property of Licensor. If any such purported lien is created or filed,Licensee,at its sole cost and expense,shall liquidate and discharge the same within ninety (90) calendar days of such creation or filing. Licensee's failure to discharge any such purported lien shall constitute a breach of this License and Licensor may terminate this License upon thirty(30) calendar days'written notice. However,Licensee's financial obligation to Licensor to liquidate and discharge such lien shall continue in effect following termination of this License and until such a time as the lien is discharged. License Agreement with Elan West 7b,LP for First Flight and Linwood Parks 13 of 51 16. TAXES AND ASSESSMENTS. Licensee agrees to pay any and all federal, state or local taxes, or assessments that may lawfully be levied against Licensee due to Licensee's use or occupancy of the Licensed Premises or any improvements or property placed on the Licensed Premises by Licensee as a result of its occupancy. 17. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. 17.1. Licensee covenants and agrees that it shall not engage in any unlawful use of the Licensed Premises during the Term. Licensee further agrees that it shall not permit its officers, agents, servants, employees, contractors, Licensee's Affiliates, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Licensed Premises,and Licensee immediately shall remove from the Licensed Premises any person engaging in such unlawful activities. Unlawful use of the Licensed Premises by Licensee itself shall constitute an immediate breach of this License. 17.2. Licensee agrees to comply with'all federal, state and local laws; all ordinances,rules and regulations of Licensor; and all rules and regulations adopted by the City Council pertaining to the Licensed Premises and the Discretionary Improvements to be constructed thereon. If Licensor notifies Licensee or any of its officers,agents,employees,contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations,Licensee shall immediately desist from and correct the violation. 18. NON-DISCRIMINATION COVENANT. 18.1. Licensee,for itself,its personal representatives, successors in interest and assigns, as part of the consideration herein,agrees that no person shall be excluded from participation in or denied the benefits of Licensee's use of the Licensed Premises during the Term on the basis of race, color, national origin, religion, handicap, sex, sexual orientation, familial status, gender identity,gender expression,or transgender. 18.2. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY LICENSEE, ITS PERSONAL REPRESENTATIVES, SUCCESSORS IN INTEREST OR ASSIGNS, LICENSEE AGREES TO INDEMNIFY LICENSOR AND HOLD LICENSOR HARMLESS. 19. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this License,Licensor does not waive or surrender any of its governmental powers or immunities. 20. NO WAIVER. The failure of Licensor to insist upon the performance of any term or provision of this License or to exercise any right granted herein shall not constitute a waiver of Licensor's right to insist upon appropriate performance or to assert any such right on any future occasion. 21. VENUE AND CHOICE OF LAW. If any action,whether real or asserted,at law or in equity,arises on the basis of any provision of this License or of Licensee's operations on the Licensed Premises, venue for such action shall lie in state courts License Agreement with Elan West 7`t',LP for First Flight and Linwood Parks 14 of 51 located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This License shall be construed in accordance with the laws of the State of Texas. 22. ATTORNEYS'FEES. In the event there should be a breach or default under any provision of this License and either party should retain attorneys or incur other expenses for the collection of rent,fees or charges,or the enforcement of performance or observances of any covenant,obligation or agreement,Licensor and Licensee agree that each party shall be responsible for its own attorneys'fees. 23. SEVERABILITY. If any provision of this License shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 24. FORCE MAJEURE. If either party is unable,either in whole or part,to fulfill its obligations under this License 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,commission,or agency of the United States or of any state; declaration of a state of disaster or 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 Force Majeure 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. Licensee hereby waives any claims it may have against the City for damages resulting from any such Force Majeure Event. 25. HEADINGS NOT CONTROLLING. Headings and titles used in this License are for reference purposes only and shall not be deemed a part of this License. 26. AUDIT. 26.1. Licensee agrees that City and its internal auditor will have the right to audit, which shall include,but not be limited to,the right to complete access to and the right to examine,the financial and business records of Licensee that relate coley to this License, including,but not limited to, all necessary books, papers, documents, records, and personnel, (collectively "Records") in order to determine compliance with this License. Licensee shall make all Records available to City at a location in Tarrant County acceptable to both parties within thirty (30) days after written notice by City and shall otherwise cooperate fully with City during any audit. Notwithstanding anything to the contrary herein, this section shall survive expiration or earlier termination of this License for a period of three (3)years. License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 15 of 51 26.2. Licensee further agrees to include in all of its contractor and design professional agreements hereunder a provision to the effect that the contractor or design professional agrees that Licensor shall,until the expiration of three (3) years following completion of the construction of the Discretionary Improvements, have access during normal working hours to all contractor or design professional facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. Licensor shall give contractor or design professional reasonable advance notice of intended audits. 27. ENTIRETY OF AGREEMENT AND AMENDMENT. This written instrument,including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Licensor and Licensee,its assigns and successors in interest,as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this License. The terms and conditions of this License shall not be amended unless agreed to in writing by both parties and,if necessary,approved by the City Council of Licensor. IN WITNESS WHEREOF,the parties hereto have executed this License in multiples to be effective as of the Effective Date. CITY OF FORT WORTH: ELAN WEST 7T11,L.P., a Delaware limited partnership by: Elan West 7`"General Partner GP,L.L.C. a Delaware limited liability ccnpany .w B _, r y. isan Alanis Laird Sparks ssistant City Manager Vice President Date: L)- I I S Date: i APPROVED AS TO FORM AND LEGALITY: Tyler F. lach Assistant City Attorney n IT ,�',E FT i License Agreement with Elan West 7",LP for First Flight and Linwood Parks 16 of 51 Vin; ',y��aeaeea r` ATTEST- Mary J.Kayser �, City Secretary Authorization: M&C: C-27547 Date: December 8 2015 II)FFICIAL, RECORD License Agreement with Elan West 7h,LP for First Flight and Linwood Parks 17 of 51 EXMIT A LICENSED PREMISES First Flight Park � n i f 1 n i i � r M �f d License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 18 of 51 Linwood—Jesse Sandoval Park �j. X11 ii i U License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 19 of 51 � r i n rE i I ill uu uuuuul 1uu911 m � „I v MM I� I , I, License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 20 of 51 I� License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 21 of 51 EXHIBIT B PLANS AND SPECIFICATIONS FOR FIRST FLIGHT AND LINWOOD per / px , m � 2 a m Im , u � Y g y u u °I /�l/r�✓ a r K s I FIRST FLIGHT PARK g IIi FT,WOfffK TEXAS f Iii! Aft�S�OENfUL WMIM�pOY OevftoFm er a�+�y , 's GREYSTARDEVELOPMENTGROUP `"�.... g License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 22 of 51 I I I: U d All mvw �z3 1 iI an Am ON ' r 7 rti • I IA � � _1�g JP I JIM r is�..`-a'`' ��! ,•�,b� p� t Imo__ •_�� �� Z > ` t � � I A l i l i FIRST FLIGHT PARK IriGs � � (�( �1 E ",; z� � '� RmRaoe•maRCOV+e.em oRxwrton� �� � ".,,� ' E I GREYSTAR DEVELOPMENT GR.,P License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 23 of 51 I 3 r f I a I� I ��t�° � 9 �t,"� � pp-m' ' 1 f'� f^ �%� ✓� y� t�' yr } t{f^° � C , r I � C IN V r T II itI li 'fl fl,. f* 'r'' '(TJ / , r ..1_ .... ..CI. I f R /, 4 1 21I �/( p ( , w� - 1 � ` i r.. 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A� n O � Q� y a Z< Z AN n C1 Z A a Z n v z 0 b rozh v j00 oz o� yA z m� w z a o z x � n z a z z A_ S db 2 -.0 r5 op a4� ; m. E T* S6 jZOCin�D b $ANQOVAL PARK urtiv�w'--6!<(}J13 ncrtyke SYtIl:01< 0 1676)399.1463 A o'Ww.poSpon,com FORT WORTH.TX w 51865 A tw•PORIRCO ROOF CONNECTION DETAILS "SQR-24MR•82-H9-51S65 License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 39 of 51 EXHIBIT C FORM OF CONVEYANCE INSTRUMENT CONVEYANCE INSTRUMENT FOR PARK IMPROVEMENTS THE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF TARR ANT § THAT, Elan West 70', L.P., a Delaware limited partnership, acting by and through Elan West 7"' General Partner GP, L.L.C, a Delaware limited liability company ("Grantor"), does hereby GIVE, GRANT AND CONVEY unto the City of Fort Worth,a municipal corporation existing under the Constitution and laws of the State of Texas ("Grantee"), the newly constructed improvements located at [Linwood-Jessie D. Sandoval. Park, located at 301 Wimberly Street, Fort Worth, Texas] [First Flight Patti, located at 2700 Mercedes Avenue, Fort Worth, Texas], including [Insert a list of the Improvements or an Attachment], together with all rights appertaining thereto,if any(herein collectively called the"Improvements"). This Conveyance Instrument for the Improvements is executed by Grantor and accepted by Grantee subject to the terms and conditions of Fort Worth City Secretary Contract Number[Insert Number],including, but not limited to, all indemnification, liability, copyright, and warranty provisions contained therein. The Grantor represents and warrants that the Improvements are free and clear of any liens, claims, restrictions, covenants,and any other matter of whatsoever nature,if any,affecting the Improvements. TO HAVE AND TO HOLD the Improvements together with all and singular the rights thereto in anywise belonging unto Grantee,its successors and assigns forever. WITNESS THE EXECUTION HEREOF as of the_day of 20_ GRANTOR: Elan West 7th L.P., a Delaware limited partnership by:Elan West 7th General.Partner,GP,L.L.C., a Delaware limited liability company By: Laird Sparks Vice President License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 40 of 51 STATE OF § COUNTY OF § This instrument was acknowledged before me on the_ day of , 20_, by of Elan West 7`h L.P.,by and through Elan West 7`h General Partner, GP,L.L.C.,on behalf of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of 20_. Notary Public, State of Texas Notary's Printed Name My Commission Expires: License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 41 of 51 EXHIBIT D SODDING AND SEEDING SPECIFICATIONS SECTION 02930-SEEDING PART 1-GENERAL 1.01 DESCRIPTION A. Work Included: Seeding of grass seed or wildflower seed,as specified on the plans. B. Related Work Specified Elsewhere: Section 02300,Earthwork. 1.02 REFERENCE STANDARDS A. Standardized Plant Names 1. For exotic plant materials: American Joint Committee of Horticultural Nomenclature,Second Edition, 1942. 2. For native materials a. Manual of the Vascular Plants of Texas by Correll and Johnston b. Check List of Vascular Plants of Texas by Hatch C. Flora of North Central Texas by Shinners and Moller B. Texas Highway Department: Standard Specifications for Construction,Item 164,"Seeding for Erosion Control"and Item 180,"Wildflower Seeding". 1.03 SUBMITTALS A. Seed 1. Vendors'certification that seeds meet Texas State seed law including: a. Testing and labeling for pure live seed(PLS) b. Name and type of seed 2. If using native grass or wildflower seed,seed must have been harvested within one hundred(100)miles of the construction site. 3. All seed shall be tested in a laboratory with certified results presented to the Licensor, in writing,prior to planting. 4. All seed to be of the previous season's crop and the date on the container shall be within twelve months of the seeding date. 5. Each species of seed shall be supplied in a separate,labeled container for acceptance by the City. B. Fertilizer 1. Unopened bags labeled with the analysis 2. Conform to Texas fertilizer law 1.04 JOB CONDITIONS A. Planting Season: The season varies according to species(see Part 2-Products). Do not seed when soil is excessively wet or dry or when wind exceeds ten(10)miles per hour. B. Schedule After All Other Construction and planting is complete. License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 42 of 51 C. Protect and Maintain Seeded Areas 1. From erosion 2. From traffic and all other use 3. Until seeding is complete and accepted 1.05 QUALITY CONTROL The contractor who plants the seeds,whether the general contractor or a subcontractor,is responsible for daily supervision of his crew,and for the planting and maintaining of seedlings until acceptable, viable growth is achieved and the project accepted by the Licensor. PART2-PRODUCTS 2.01 MATERIALS A. Seed All seed shall be planted at rates based on pure live seed(PLS=purity x germination)per acre. Substitution of individual seed types due to lack of availability shall be made only by the Licensee at the time of planting. The Licensor shall notify the Licensee,prior to bidding,of difficulties locating certain species. Only those areas indicated on the plans and areas disturbed by construction shall be seeded. Prior to seeding,each area shall be marked in the field and approved by the Director. Any adjustment of area location by the Director shall be considered incidental and shall not entitle the Licensor to additional compensation. Weed seed shall not exceed ten percent(10%) by weight of the total of pure live seed(PLS) and other material in the mixture. Johnsongrass and nutgrass seed shall not be allowed. The seed shall be clean,dry and harvested within one year of planting. 1. Non-native grass seed shall consist of: If planted between April 15 and September 10: Lbs./Acre Common Name Scientific Name Purity Germination 25 Bermuda(unhulled) Cynodon dacodon 85% 90% 75 Bermuda(hulled) Cynodon dactylon 95% 90% Substitute the following if planted between September 10 and April 15: Lbs./Acre Common Name Scientific Name Puri Germination 220 Rye Grass Lolium multii forum 82% 80% 40 Bermuda(unhulled) Cynodon daco4on 84% 85% 2. Native grass seed-The seed shall be planted between February 1 and October 1 and shall consist of: Lbs.PLS/Acre Common Name Botanical Name License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 43 of 51 1.6 Green Sprangletop Leptochloa dubia 5.5 Sideoats Grama* Bouteloua curtipendula 3.7 Little Bluestem* Schizachyrium scopariu n 17.0 Buffalograss Buchloe dactyloides 1.8 Indian Grass* Sorghastruni nutans 0.5 Sand Lovegrass* Eragrostis trichodes 6.0 Big Bluestem Andropogon gerardii 8.0 Eastern Grama Tripscacuna dactyloides 1.2 Blue Grama Bouteloua gracilis 1.8 Switchgrass Panician virgatum 10.0 Prairie Wildrye* Elymus canadensis *These grasses are not to be planted within ten feet of a road or parking lot or within three(3)feet of a walkway. 3. Wildflower seed-All wildflower seeds are to be hand broadcast,(see 3.02,A). The seed shall be planted between March 5 and May 31 or between September 1 and December 1 and shall consist o£ Lbs.PLS/Acre Common Name Botanical Name 3.0 Bush Sunflower Sinsia calva 5.0 Butterfly Weed Asclepias tuberosa 2.0 Clasping Coneflower* Rudbeckia amplexicaulis 3.0 Golden-Wave Coreopsis basalis 13.4 Illinois Bundleflower Desmanthus illinoensis 13.6 Partridge Pea Cassia fascicidata 2.0 Prairie Verbena Verbena bipinnatifida 8.0 Texas Yellow Star Lindheimeri texana 8.0 Winecup Callirhoe involcrata 2.0 Black-eyed Susan Rudbeclda hirta 18.0 Cutleaf Daisy Engelmannia pinnatifida 2.0 Obedient Plant Physostegia intermedia 3.0 Pitcher Sage Salvia azurea 2.0 Plains Coreopsis Coreopsis tinctoria 8.0 Scarlet Sage Salvia coccinea *These wildflowers are not to be planted within ten feet of a road or parking lot or within three feet of a walkway. 4. Temporary erosion control seed When specified on the plans,temporary control measures shall be performed. These measures shall consist of the sowing of cool season plant seeds and the work and materials as required in this section. License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 44 of 51 B. Mulch 1. Mulch should be designed for use with conventional mechanical or hydraulic planting of seed,either alone or with fertilizer. 2. Mulch should be wood cellulose fiber produced from virgin wood or recycled paper-by-products(waste products from paper mills or recycled newspaper). 3. Mulch should contain no growth or germination inhibiting factors. 4. Mulch should contain no more than ten percent(10%)moisture,air dry weight basis. 5. Additives shall include a binder in powder form. 6. Material shall form a strong moisture retaining mat. C. Fertilizer 1. All fertilizer shall be delivered in bags or containers clearly labeled showing the analysis. 2. All fertilizer shall be in acceptable condition for distribution and shall be applied uniformly over the planted area. 3. Analysis of 16-20-0, 16-8-8,or as designated on the plans. Fertilizer rate: a. No fertilizer is required for wildflower seeding. b. Where applying fertilizer on newly established seeding areas-100 pounds of Nitrogen per acre. C. Where applying fertilizer on established seeding areas - 150 pounds of Nitrogen per acre. D. Erosion Control Measures 1. For seeding application in areas up to 3:1 slope,use cellulose,fiber or recycled paper mulch,(see 2.01,B.Mulch and 3.03). 2. For seeding application in areas 3:1 slope or greater,use the following soil retention blanket(Follow the manufacturer's directions): "Curlex I"from American Excelsior,900 Ave.H East,Post Office Box 5624, Arlington,Texas 76001, 1-800-777-SOIL. 2.02 MIXING Seed,mulch,fertilizer and water may be mixed provided that: 1. Mixture is uniformly suspended to form a homogenous slurry. 2. Mixture forms a blotter-like ground cover impregnated uniformly with grass seed. 3. Mixture is applied within thirty(30)minutes after placed in the equipment. PART 3-EXECUTION 3.01 SEEDED PREPARATION A. Clear Surface of All Materials,Such As: 1. Stumps,stones,and other objects larger than one inch. 2. Roots,brush,wire,stakes,etc. 3. Any objects that may interfere with seeding or maintenance. B. Tilling 1. In all compacted areas till one inch(1")deep. 2. If area is sloped greater than 3:1, run a tractor parallel to slope to provide less seed/water run-off. License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 45 of 51 3. In areas near trees: Do not till deeper than one half(1/2") inch inside"drip line" of trees. C. Water: Shall be furnished by the Licensee as an ancillary cost to the License by the Licensee by means of temporary metering/irrigation,water truck or by any other method necessary to achieve viable,acceptable stand of turf as noted in 3.04.B.of this specification. The water source shall be clean and free of industrial wastes or other substances harmful to the germination of the seed or to the growth of the vegetation. The amount of water will vary according to the weather variables. Generally,an amount of water that is equal to the average amount of rainfall plus one half inch(1/2")per week should be applied until such time 100% full growth coverage is achieved and one mowing cycle is performed by the Licensee and accepted by the Licensor. Watering: Soil should be watered to a minimum depth of four inches within forty eight(48) hours of seeding. 3.02 SEEDING A. If Sowing Seed By Hand 1. Broadcast seed in two directions at right angles to each other. 2. Harrow or rake lightly to cover seed. 3. Never cover seed with more soil than twice its diameter. 4. For wildflower plantings, scalp existing grasses to one (1") inch, remove grass clippings,so seed can make contact with the soil. B. Mechanically Seeding(Drilling): If mechanically seeding(drilling)the seed or seed mixture,the quantity specified shall be uniformly distributed over the areas shown on the plans or where directed. All varieties of seed,as well as fertilizer,maybe distributed at the same time provided that each component is uniformly applied at the specified rate. Seed shall be drilled at a depth of fiom one quarter inch to three eighth inch(1/4"-3/8")utilizing a pasture or rangeland type drill. All drilling is to be on the contour. After planting,the area shall be rolled with a roller integral to the seed drill,or a corrugated roller of the"Cultipacker"type. All rolling of slope areas shall be on the contour. 3.03 MULCHING A. Apply uniformly after completion of seeding in areas up to 3:1 slope. Mulch may be applied concurrently with fertilizer and seed,if desired. B. Apply at the following rates unless otherwise shown on plans: 1. Sandy soils,flat surfaces-minimum 1,5001bs./acre. 2. Sandy soils,sloping surfaces-minimum 1,800 lbs./acre. 3. Clay soils,flat surfaces-minimum 2,500 lbs./acre. 4. Clay soils,sloping surfaces-minimum 3,000 lbs./acre. 5. "Flat"and"sloping"surfaces will be shown on the plans if not visually obvious. C. Apply within thirty(30)minutes after placement in equipment. Keep mulch moist,by daily water application,if necessary: 1. For approximately twenty-one(21)days,or License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 46 of 51 2. Until seeds have germinated and have rooted in soil,(see 3.04.13.2.)and project has been accepted by the City. 3.04 ESTABLISHMENT,MAINTENANCE AND ACCEPTANCE A. Includes initial seed and/or sod application and establishment,protection,replanting as necessary,maintaining grades and immediate repair of erosion damage until the project receives final acceptance. Refer to Part 2—2.01—D. for watering requirements to be executed by the contractor. B. Initial full coverage turf establishment shall be considered as 100% grow in to a height of three(3")inches with one mow cycle performed by the Licensee on all newly established areas prior to consideration of acceptance by the Owner.. C. Replanting 1. Replant areas where a stand of grass or wildflowers are not present in a reasonable length of time,as determined by the City. 2. A"stand"shall be defined as: a. Bermuda/Rye grasses: See 3.04 B b. Native grass and wildflowers: eighty percent (80%) coverage of growing plants within seeded area within twenty-one days of seeding date on a smooth bed free of foreign material and rocks or clods larger than one inch diameter. END OF SECTION License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 47 of 51 PART2—PRODUCTS 2.01 SOD A. The sod shall be Buchloe dactyloides("Prairie"Buffalograss)and shall consist of stolons, leaf blades,rhizomes and roots with a healthy,virile system of dense,thickly matted roots throughout the soil of the sod for a thickness not less than one inch. Sod shall be alive, healthy and vigorous and shall be free of insects,disease,stones and undesirable foreign materials and grasses. Sod shall have been produced on growing beds of clay or clay-loam topsoil. The sod shall not be harvested or planted when its moisture condition is so excessively wet or dry that its survival will be affected. If sod is stacked,it shall be kept moist and shall be stacked roots-to-roots and grass-to-grass. B. The sod shall be cut in strips four feet wide to be laid parallel with the contours. 2.02 FERTILIZER A. All fertilizer shall be delivered in bags or containers clearly labeled showing the analysis. B. All fertilizer shall be in acceptable condition for distribution and shall be applied uniformly over the planted area two weeks after sodding. C. All fertilizer shall have an analysis of 3-1-2 or as designated on the plans. The fertilizer rate shall be 45 pounds of nitrogen per acre. 2.03 WATER The water shall be furnished by the Developer/Contractor and shall be clean and free of industrial wastes or other substances harmful to the germination of the seed or to the growth of the vegetation. The amount of water will vary according to the weather variables. Generally,the sod should be soaked one time per day for three weeks or until established. Soaking is mandatory after spreading die fertilizer. 2.04 COMPOST" All compost material is to be totally organic and decomposed for at lease nine months. All compost is to be clean and free of fungus,disease,live plants,seed,excessive cotton lint and any harmful chemicals. "New Life Soil Conditioner"or"Perna Green Compost",as specified below or an approved equal,shall be used. Raw organics are not acceptable. A. For soil with an alkaline PH condition: Use"New Life Acid Gro"(acid pH)soil conditioner as produced by Soil Building Systems of Dallas,or an approved equal. B. For soil with an acidic pH conditioty Use"Perna Green Compost"by Texas Earth Resources,Inc.of Dallas,or"New Life Natural Grower"(ph 8.0 to 9.0)by Soil Building Systems,Inc.,of Dallas. C. Sample and Specification Submittal: Submit a producer's specification and a quart sample of the compost proposed for the City's approval. TURF SODDA`6, 62930 -2- License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 48 of 51 PART 3-EXECU'T'ION 3.01 GENERAL All turfing operations are to be executed across the slope,parallel to finished grade contours. 3.02 SOIL PREPARATIONT A. Scarify subgrade to a depth of three inches before depositing the required topsoil. B. 'Tillage shall be accomplished to loosen the topsoil,destroy existing vegetation and prepare an acceptable sod bed. All areas shall be tilled with a heavy duty disc or a chisel- type breaking plow,chisels set not more than ten inches apart. Initial tillage shall be done in a crossing pattern for double coverage,then followed by a disc harrow. Depth of tillage shall be five inches. A heavy duty rototiller may be used for areas to be planted 09 with sod. 0* C. Cleaning: Soil shall be further prepared by the removal of debris,building materials, rubbish,weeds and stones larger than one inch in diameter. D Fine Grading: After tillage and cleaning,all areas to be planted shall be topdressed with one-half inch compost and then shall be leveled,fine graded,and drug with a weighted spike harrow or float drag. The required result shall be the elimination of ruts, depressions,humps and objectionable soil clods. This shall be the final soil preparation step to be completed before planting. 3.03 PLANTING Prior to laying the sod,the planting bed shall be raked smooth to true grade and moistened to a depth of four inches,but not to the extent causing puddling. The sod shall be laid smoothly, tightly butted edge to edge,and with staggered joints. The sod shall be pressed firmly into the sod bed by rolling or by hand tamping with an approved tamper so as to eliminate all air pockets, provide a true and even surface,and insure knitting without displacement of the sod or deformation of the surfaces of sodded areas. Following compaction,compost shall be used to fill all cracks between sods. Excess compost shall be worked into the grass with suitable equipment and shall be well watered. The quantity of compost shall be such that it will cause no smothering or burning of the grass. 3.04 FER'I7LIZI\G Twenty-one days after planting,urrfgrass areas shall receive an application of 3-1-2 fertilizer at the rate of 45 pounds of nitrogen per acre. Water well after application to prevent burning. END OF SECTION !e C'93�i License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 49 of 51 EXHIBIT E DAMAGE TO CITY TREES NO PRUNING OF ANY CITY TREE SHALL BE PERMITTED, UNLESS SPECIFIED OTHERWISE IN THESE SPECIFICATIONS. Severe damage to trees will result in replacement or compensation of trees by the Licensee. Failure to replace damaged trees shall be considered a breach of contract and Licensee shall be assessed for damages. Slight or moderate damage to trees will result in assessment of damages. ASSESSMENT OF DAMAGES TO TREES 1.1 Licensee will check trees in the Licensed Premises before contract work begins,any damage will be noted and reported to the Director. 1.2 The Director may conduct random checks of the trees during the License Period. 1.3 A check of all trees may be made at the end of the License Period. The City Forester, Director,and Licensee will attend the inspection. 1.4 Damages shall be documented by memo to the City Forester with copy to contract file and the Licensee.. 1.5 Licensee may have the option of replacement or payment for severely damaged trees at a location to be designated by the Director. Replacement shall be made on caliper inch per caliper inch basis with a minimum size of replacement tree of 2"in caliper for trees damaged or removed less than 30"diameter at breast height(DBH) and 2"per inch on trees 30"DBH or greater. Licensee shall be responsible for any planting, watering, mulching and maintenance of replacement trees for a period of not less than 2 years. Licensee shall compensate the City at a rate of$200 per caliper inch for any tree that does not survive the 2 year establishment period. 1.6 Slight Damage shall be defined as damage,in the opinion of the City Forester,that may heal. Examples include,but are not limited to,scaring of the trunk into the cambial layer V2"to 2"in width but less than 1/3 hunk circumference or breaking of limbs less than 2"in diameter or limbs less than 1/3 trunk caliper,whichever is less. Slight damage shall also include removal or lying down of protective tree fencing prior to the end of construction,storing equipment or supplies within the critical root zone(CRZ),or disposing of paint or concrete within the CRZ but not closer to the trunk than 50% radius of the CRZ. Slight damage to trees shall be assessed at a rate of$100.00 for each instance. For each day that tree fencing is not properly placed,equipment or supplies are stored within CRZ,or fill is stored within the CRZ,shall be considered one instance. 1.7 Moderate damage shall be defined as damage, in the opinion of the City Forester, that contributes to the poor health and reduced longevity of the tree,and examples include,but are not limited to,scaring of the trunk into the cambial layer greater than 2"but less than 1/3 of the trunk circumference or breaking of limbs more than 2"in diameter but less than 1/3 trunk caliper. Moderate damage shall also include compaction of soil,grading or filling in 20%of the CRZ on one of four sides but outside the 50%radius of the CRZ,or disposing of paint or concrete within 50%radius of the CRZ.Moderate damages shall be calculated at a rate of'/ the assessed value of the tree per each instance of damage. License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 50 of 51 1.8 Severe damage or removal of trees is subject to a penalty of$200 per diameter inch of trees removed or damaged for trees less than 30" DBH and $400 per diameter inch of trees 30" DBH or greater. Severe damage or removal shall include,but is not limited to,scaring of the trunk to the cambial layer greater than 1/3 the trunk circumference,uprooting or causing a tree to lean,or damage to a scaffolding branch or branch greater than 1/3 of trunk caliper. Severe damage shall also include compaction of soil,grading or filling more than 20%of the CRZ,or within 50%radius of the CRZ or on more than one of 4 sides.Cutting 1/3 of the buttress roots within 3 times the distance of the DBH of the trunk,or cutting 4 roots 4"or greater in diameter within 4'of the trunk shall also be considered severe damage. 1.19 Branches shall be measured at the point of attachment or at the lateral to which the branch would be pruned back to according to ANSI standards. Trees caliper shall be measured according to accepted industry standards. Trees greater than 6" in caliper shall be measured using DBH. Trees that must be removed due to damage caused by Licensee shall be removed by the Department's Forestry Section Tree Removal Contractor at Licensee's expense. 1.10 All damages shall be paid to the City Tree Fund. Failure to replace or pay for damaged trees shall result in a breach of contract and Licensee will be automatically assessed damages. Damages as described herein shall be deducted from payments otherwise due to Licensee. 1.11 Remediation costs assessed hereunder constitute contractual damages intended to compensate the City,as property owner,and have no bearing on whether or to what extent any fines may be due under the Urban Forestry Ordinance of the Fort Worth Zoning Ordinance. License Agreement with Elan West 7th,LP for First Flight and Linwood Parks 51 of 51 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved As Corrected on 12/8/2015 -Approved As Corrected CONTINUED FROM A PREVIOUS WEEK DATE: Tuesday, December 01, 2015 REFERENCE NO.: C-27547 LOG NAME: 80FIRST FLIGHT/JESSIE D, SANDOVAL DEVELOPMENT LICENSE AGMT SUBJECT: Authorize Execution of a License Agreement with Elan West 7th, L.P., to Construct Various Improvements for First Flight Park and Linwood-Jessie-Jesse D. Sandoval Park and Authorize Acceptance of Improvements Upon Completion (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize the execution of a License Agreement with Elan West 7th, L.P., for the construction of various park improvements in First Flight Park and Linwood-Jessie Jesse D. Sandoval Park and accept such improvements as City property upon completion. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize the City Manager to enter into a License Agreement with Elan West 7th, L.P. (Developer), for design and construction of park infrastructure improvements in First Flight and Linwood-Jessie D. Sandoval Parks. The improvements for First Flight Park, which is located at 2700 Mercedes Avenue, are in lieu of park dedication fees. The Developer will be constructing approximately $200,000.00 in park improvements at First Flight Park in lieu of paying $1$9;000-00 $187,000.00 in park dedication fees for the Carroll Street Apartments Project (FP-013-029) located adjacent to the park. To the extent that the Developer expends less on the proposed improvements at First Flight Park than the amount due for the park dedication fee, then the Developer will be responsible for paying the City the difference. The Developer will also be constructing a pavilion in Linwood-Jessie D. Sandoval Park, which is located at 301 Wimberly Street, as part of the conditions stipulated in the Zoning Case No. ZC-12-118. All improvements at both sites will be required to meet federal, state and local guidelines for accessibility and construction. In accordance with the License Agreement, the Developer will file for all necessary permits to construct the improvements. The attached documents contain additional details regarding the proposed improvements and diagrams showing their locations. The major terms of the License Agreement are as follows: Period i The City will license Elan West 7th, L.P., approximately 0.6 acres for the construction of improvements at First Flight Park and approximately 0.6 acres for the construction of 135 Days "improvements and temporary access on Linwood-Jessie D. Sandoval Park. jThe Developer will construct improvements at First Flight Park, with an approximate value of$200,000.00, which will become City property upon completion and acceptance ,by the City. 1l he De veloper will construct a pavilion at Linwood-Jessie D, Sandoval Park with a n approximate value of$54,000.00. Logname: 80FIRST FLIGHT/JESSIE D, SANDOVAL DEVELOPMENT LICENSE AGMT Page 1 of 3 IAII plans and improvements will be subject to approval by the Park and Recreation Department(PARD) Director and all improvements will be inspected by PARD prior to acceptance. - - - — -- - !Plans will be submitted to the Texas Department of Licensing and Regulation for 'accessibility review and subsequent inspection_ — - — The types of improvements and amenities to be constructed at First Flight Park go beyond that which would otherwise be constructed for parks of similar size; therefore, an enhanced level of service and maintenance is required. As a condition to the zoning approval for the Carroll Street Apartment Project, the Developer submitted a list of development standards to which it agreed to abide by in the development of its project, which included a promise to adopt First Flight Park. City Staff has been working with the Developer over the last few years on the planning and development of First Flight Park, including the proposed improvements, under the assumption that the Developer would undertake long-term maintenance of the park per its promise to adopt. To ensure that First Flight Park and any improvements to be constructed thereon by the Developer, can be maintained at a level of service and maintenance necessary for the proper and intended use of the park, the Developer will be required, as a condition of the License Agreement, to enter into an Adopt-A-Park Agreement for First Flight Park to perform primary maintenance of the park and all amenities and improvements thereon for an agreed upon period of time. The PARD will incur an increase in cost of approximately $2,200.00 annually for maintaining the proposed pavilion at Linwood-Jessie D. Sandoval Park, beginning in February 2016. PARD will include the total annual park maintenance costs of$2,800.00 in the proposed 2017 budget. First Flight Park and Linwood-Jessie D. Sandoval Park are located in COUNCIL DISTRICT 9. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations, funds are available in the current operating budget, as appropriated of the General Fund. There is currently $31,594.00 allocated in the operating budget and the available balance is $31,594.00. Prior to an expenditure being made the Park and Recreation Department has the responsibility to validate the availability of the funds. FUND IDENTIFIERS (FIDs): TO Fund Department Accoun Project ProgramlActivityl Budget Reference # moun ID ID Year (ChartfieId 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID _ Year Chartfield 2 10100 0807021 5610401 $2,200.00 CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Richard Zavala (5704) Additional Information Contact: David Creek (5744) ATTACHMENTS 1. MAYOR AND COUNCIL first flight aerial.pdf (Public) 2. MAYOR AND COUNCIL first flight pic.pdf (Public) 3. MAYOR AND COUNCIL linwood 1 parkaerial.pdf (Public) Logname: 80FIRST FLIGHT/JESSIE D, SANDOVAL DEVELOPMENT LICENSE AGMT Page 2 of 3 4. MAYOR AND COUNCIL linwood aerial p.pdf (Public) Logname: 80FIRST FLIGHT/JESSIE D, SANDOVAL DEVELOPMENT LICENSE AGMT Page 3 of 3