HomeMy WebLinkAboutContract 48165 CITY SECRETARY
COMTRACT a0. 1
LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
DREAM PARK FOR THE DEVELOPMENT OF A UNIVERSAL PLAYGROUND IN
TRINITY PARK
This LICENSE AGREEMENT FOR A PORTION OF TRINITY PARK ("License") is
made and entered into by and between the CITY OF FORT WORTH ("Licensor"), a home rule
municipal corporation organized under the laws of the State of Texas and acting by and through
Susan Alanis, its duly authorized Assistant City Manager, and DREAM PARK ("Licensee"), a
Texas non-profit corporation, acting by and through Rachael Churchill, its President.
RECITALS
WHEREAS,Licensor owns and operates the Trinity Park located at 2401 University Drive,
Fort Worth, Texas; and
WHEREAS, Licensee desires to construct a Universal Playground ("Facility") to provide
a universal play experience for Licensor's residents,to be between 15,000–20,000 square feet in
size, to utilize pour-in-place safety surfacing, to have a minimum estimated capital value of
$1,000,000, be fully accessible in design and construction; and
WHEREAS, several generous benefactors in the community have stepped forward to
pledge funds to Licensee for construction of the Facility; and
WHEREAS, Licensor has authorized the use of 1.3 acres of Trinity Park ("Proposed
Site"), and area primarily occupied by an existing playground, for the purpose of constructing a
universal playground (M&C L-15816, 10/13/15); and
WHEREAS, Licensor desires to license to Licensee and Licensee desires to license from
Licensor the Proposed Site for the purpose of allowing Licensee to construct the Facility, after
which Licensee intends to donate the Facility to the City of Fort Worth;
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 1.3 acres of Trinity Park,
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 during the Term, as defined herein.
2. TERM OF LICENSE.
The Term of this License shall commence on the date of construction start ("Effective
Date") and expire on the earlier of(i)ten (10)months after the .ffectivj,-Dat Qr- en(7) days
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
after Licensor's receipt of notice from Licensee, of Licensee's abandonment of the Licensed
Premises ("Term").
3. RENT.
Licensee shall pay to Licensor the sum of$100.00 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.
Licensee may, at its sole discretion and subject to the terms herein, perform
modifications, renovations, improvements and other construction work on the Licensed
Premises. Any modifications, renovations, improvements or other construction work on the
Licensed Premises shall be referred to hereafter as "Discretionary Improvements", and shall
be performed by an independent contractor engaged by and paid exclusively by Licensee
("Licensee's Contractor"). 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 in writing approval
from the Licensor, or its designated representative ("Licensor's Representative"), which
Licensor herein designates as the Director of the Parks and Community Services
Department or his designee.
Upon start of construction of any Discretionary Improvement on or to the Licensed
Premises by Licensee pursuant to plans approved by Licensor pursuant to Section 4.2,
Licensee shall substantially complete the Discretionary Improvements in accordance with
the plan specifications within the Term. 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 its Contractor, and "substantial completion" shall mean that point in
time when the Discretionary Improvements are completed to such extent as the City of Fort
Worth could issue a Certificate of Occupancy and a final punch-list is developed by
Licensee and its Contractor. Licensee covenants and agrees that it shall fully comply with
all provisions of this Section 4 in the performance of any such Discretionary Improvements.
Upon completion of any such Discretionary Improvements or earlier termination of this
License, Licensor shall take full title to any Discretionary Improvements on the Licensed
Premises.
Any of Licensor's property adjacent to the Licensed Premises that is damaged during the
course of constructing the Discretionary Improvements shall be repaired and returned to
its previous condition or better, at Licensee's sole cost and expense. Such repairs shall be
performed prior to Licensee's Contractor demobilizing from the Licensed Premises.
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 2 of 15
Licensee agrees that no improvement to the Licensed Premises will be designed or
constructed in such a manner that it causes an adverse impact to the usability of
Licensor's adjacent property, which is parkland.
4.2. Process for Approval of Plans.
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 Director of the Parks and Community Services Department of the
City of Fort Worth or his/her designee and any other city departments 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. The City of Fort Worth shall inspect all work pursuant to its
construction inspection procedures.
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 Indemnification.
LICENSEE FURTHER AGREES TO DEFEND AND INDEMNIFY
LICENSOR FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE
LICENSED PREMISES WHICH LICENSOR POSSESSES PURSUANT TO THIS
LICENSE, ARISING OUT OF THE PERFORMANCE OF CONSTRUCTION OF
DISCRETIONARY IMPROVEMENTS BY LICENSEE'S CONTRACTOR ON THE
LICENSED PREMISES.
5. USE OF LICENSED PREMISES.
Licensee hereby agrees to use the Licensed Premises strictly in accordance with the terms
and conditions of this License, solely for purposes related to playground construction, or for the
construction of Discretionary Improvements related to playground construction.
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
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 3 of 15
Licensed Premises during the Term. In addition, Licensee agrees that all utilities, air conditioning
and heating equipment and other 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 AND REPAIRS.
7.1. Maintenance and Repairs by Licensee.
Licensee agrees to keep and maintain the Licensed Premises in a good, clean and
sanitary condition at all times throughout the Term. 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 all repairs necessary to prevent the deterioration in condition or
value of the Licensed Premises and any improvements thereon, including,but not limited to,
all fixtures, equipment, modifications and pavement on the Licensed Premises throughout
the Term. Licensee shall be responsible for all damages caused by Licensee, its agents,
servants, employees, contractors, subcontractors, licensees or invitees during the Term, and
Licensee agrees to fully repair or otherwise cure all such damages at Licensee's sole cost
and expense.
Licensee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which 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 which 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.
7.2. Compliance with ADA.
Licensee agrees to submit the plans and specifications for the Discretionary
Improvements to the Texas Department of Licensing and Regulation for review and
approval for compliance with applicable accessibility statutes and regulations prior to the
commencement of construction of the Discretionary Improvements.
7.3. Inspections.
7.3.1. Licensor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Licensed Premises. Except in the event of an
emergency, Licensor shall conduct such inspections during Licensee's ordinary
business hours and shall use its best efforts to provide Licensee at least two (2)
hours'notice prior to any inspection.
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 4 of 15
7.3.2. If Licensor determines during an inspection of the Licensed Premises that
Licensee is responsible under this License for any maintenance or repairs, Licensor
shall notify Licensee in writing. Licensee agrees to begin such maintenance or
repair work diligently within thirty (30) calendar days following receipt of such
notice and to then complete such maintenance or repair work within a reasonable
time, considering the nature of the work to be done. If Licensee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Licensor may, in its discretion,
perform such maintenance or repairs on behalf of Licensee. In this event, Licensee
will reimburse Licensor for the cost of the maintenance or repairs, and such
reimbursement will be due immediately upon written request of Licensor.
7.3.3. 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.
7.3.4. 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.
7.4. 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
REMEDL4TION 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,
CONTRACTORS,SUBCONTRACTORS OR INVITEES.
7.5 Protection of Trinity River.
Due to the proximity of the Licensed Premises to the Trinity River, Licensee shall
use commercially reasonable efforts to protect the integrity and water quality of the Trinity
River, including, without limitation,providing and maintaining suitable methods and means
for the disposal of trash, body waste, and excreta in compliance with applicable sanitation
laws and ordinances.
8. RIGHTS AND RESERVATIONS OF LICENSOR.
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 5 of 15
Licensor hereby retains the following rights and reservations:
8.1. 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 opinion of Licensor,would limit the usefulness of the Licensed Premises or diminish the
capability of use of adjacent property owned by Licensor.
8.2. Licensor reserves the right to develop and improve adjacent property owned and
operated by Licensor and any improvements thereon.
8.3. Licensee's rights hereunder shall be subject to all existing and future 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. Licensee shall require Licensee's Contractor 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 Contractor's employees and all workmen on the
Licensed Premises performing construction of Discretionary Improvements, (ii) commercial
general liability insurance, (iii) business automobile insurance, and (iv) builder's risk
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; shall contain an endorsement listing the Licensor and
Licensee as additional insured(endorsement CG 20 10 10 01 and CG 20 37 10 01) such that
coverage is provided to the additional insured parties for completed operations; and shall be
written for not less than the limits of liability as follows:
(i) 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.
(ii) Business Automobile Liability:
$1,000,000 combined single limit.
The commercial general liability policy shall contain a contractual liability endorsement and
a products completed operations endorsement. The insurance policies shall not include any
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 6 of 15
of the following endorsements excluding or limiting coverage: (i) contractual liability
limitation, CG 2139; (ii) amendment of insured contract definition, CG 24 26; (iii)
exclusion—explosion, collapse and underground property damage hazard, CG 2142 or CG
21 43; (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/or (vii) any
type of punitive, exemplary, or multiplied damages exclusion.
The worker's compensation policy shall contain a waiver of subrogation endorsement in
favor of Licensor and Licensee.
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 it 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 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.
All insurance companies providing coverage pursuant to the requirements of this
License Agreement 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 Agreement.
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, 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 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.
LICENSEE HEREBY ASSUMES ALL LL4BILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 7 of 15
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS
USE OF OR OPERATIONS ON THE LICENSED PREMISES DURING THE TERM OR
WITH THE MAINTENANCE, USE, OR OCCUPANCY OF THE LICENSED PREMISES OR
ANY IMPROVEMENTS THEREON DURING THE TERM, EXCEPT TO THE EXTENT
CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LICENSOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
DURING THE TERM OF THE LICENSE, LICENSEE COVENANTS AND AGREES
TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR,
ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
AND/OR PERSONAL INJURY, INCL UDING 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 CONSTRUCTION OF IMPROVEMENTS THEREON,
EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OFLICENSOR,ITS OFFICERSAGENTS,SERVANTS OR EMPLOYEES.
LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR
FOR ANY AND ALL INJURIES OR DAMAGES TO THE LICENSED PREMISES OR ANY
IMPROVEMENTS THEREON, WHICHARISE OUT OF OR IN CONNECTION WITHANY
AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES,
EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OFLICENSOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
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.
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 8 of 15
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 thirty (30) 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 shall constitute grounds for immediate
termination of this License by Licensor.
12.4. Discontinuation or Failure to Complete Construction of Discretionary
Improvements.
If Licensee ceases construction of the Discretionary Improvements for more than
thirty (30) consecutive calendar days, 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 resume construction. If Licensee fails to resume
construction within such time period, Licensor shall have the right to terminate this License
immediately.
If Licensee fails to substantially complete construction of the Discretionary
Improvements in accordance with the approved plans and specifications within twelve
months of the start of construction, Licensee shall be in default of the License, absent a
mutually agreed-upon written waiver of this time requirement for substantial completion.
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.
Licensor reserves all other rights and remedies available to it whether expressly
stated or not.
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
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 9 of 15
the remainder of the Term as well as all arrearages of rentals, fees and charges payable
hereunder, and any other costs associated with remediating 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. RiLyhts 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) 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.
13. 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
Park and Recreation Department
Attn: Richard Zavala,Director
4200 S. Freeway, Suite 2200
Fort Worth, TX 76115
With a copy to:
City Attorney's Office
Attn: Leann Guzman
1000 Throckmorton
Fort Worth, TX 76102
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 10 of 15
To LICENSEE:
Dream Park
Attn: tGhOLe l X�tt+Pl
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Fort Worth, Texas , ��/ l
14. 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) 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) 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.
15. TAXES AND ASSESSMENTS.
Licensee agrees to pay any and all federal, state or local taxes, or assessments which 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.
16. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Licensee covenants and agrees that it shall not engage in any unlawful use of the Licensed
Premises. Licensee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, 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.
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. 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.
17. NON-DISCRIMINATION COVENANT.
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 on the basis of race, color, national origin,
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 11 of 15
religion, handicap, sex, sexual orientation, familial status, gender identity, gender expression, or
transgender. Licensee further agrees for itself, its personal representatives, successors in interest
and assigns that no person shall be excluded from the provision of any services on or in the
construction of any improvements or alterations to the Licensed Premises on grounds of race, color,
national origin, religion, handicap, sex, sexual orientation, familial status, gender identity, gender
expression, or transgender.
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.
18. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this License, Licensor does not waive or
surrender any of its governmental powers.
19. 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.
20. VENUE AND JURISDICTION.
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 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.
21. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this License and
either parry 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.
22. 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.
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FOR A PORTION OF TRINITY PARK PAGE 12 of 15
23. FORCE MAJEURE.
If either party is unable, either in whole or part,to fulfill its obligations under this Agreement due to
acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars;
blockades; insurrections; riots; epidemics;public health crises; earthquakes; fires; floods; restraints
or prohibitions by any court, board, department, 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.
24. 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.
25. ENTIRETY OF AGREEMENT.
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,this
day of ,2016.
LICENSOR:
CITY OF FORT WORTH:
By:
usa Alanis
A . nt City Manager
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 13 of 15
APPROVED AS TO FORM AND LEGALITY:
Wa
By:
eann D. Guzman
Senior Assistant City Attorney
ATTEST:
By: °
�a a
Ma J. ka-ybdg o
9 1
City Secretary °o
AS
Approved:
DREAM PARK,
a Texas non-profit corporation
By: '
L;lS
Name: t1(tC�i�I LL-
Title:
LTitle: TRf—:Sll" �ftv
OFFICIAL RECORD
0117 SECRETARY
:, Y°�0RTHI 711
LICENSE AGREEMENT WITH DREAM PARK
FOR A PORTION OF TRINITY PARK PAGE 14 of 15
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M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCILAGENDA FORT VVURTI_I
COUNCIL ACTION: Approved on 10/13/2015
DATE: 10/13/2015 REFERENCE L-15816 LOG NAME: 80DREAMPARK
NO.: LEASE
CODE: L TYPE: NON- PUBLIC CONSENT HEARING: NO
SUBJECT: Authorize the City Manager to Enter Into a License Agreement with Dream Park for the c
Design and Construction of a Universal Playground in Trinity Park and Accept
Improvement Upon Completion (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a License Agreement
with Dream Park for the design and construction of a universal playground in Trinity Park and accept
improvements as City property upon completion.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize the City Manager to I
enter into a License Agreement with Dream Park for design and construction of a universal
playground in Trinity Park.
The Park and Recreation Department(PARD) has been approached by Dream Park, a nonprofit 501
(c)(3) corporation, seeking a partnership with the City to provide for the design and construction of a
universal playground on public parkland. Through a series of discussions, it was determined that
Trinity Park was the most appropriate location to construct this facility. The proposed project would
be constructed where the current park playground exists and would be considered a destination
playground to be used by tourists/visitors and citizens alike. The current playground meets all federal {
and state guidelines for accessibility, however it is not considered a universally designed
playground. Portions of the equipment in the current playground will be removed by City Staff in
salvageable condition and relocated to North Z. Boaz Park, the remaining play equipment will be
removed and re-purposed. The proposed location for the facility is considered appropriate for this
use and is consistent with existing land use for Trinity Park.
The Park and Recreation Department proposes that the City enter into a License Agreement with
Dream Park for a term of 10 months during which Dream Park will construct a new, universally
accessible playground, at Dream Park's sole cost and expense, on an approximately one acre area
that is centrally located within the boundaries of the existing playground area. The attached 3
documents contain additional details regarding the proposed facility and diagrams showing its
location.
In May 2014, the City entered into a Professional Services Agreement(City Secretary No. 45633)
with Savant Group, Inc., to perform a detailed traffic study for consideration in placing a universally
designed playground in Trinity Park. The result of the study indicated that if the full 20,000 square
foot playground is constructed in the subject area of Trinity Park that a parking supply deficit of 15 to
63 spaces is projected. Trinity Park gas lease revenue has been appropriated (M&C G-18586)for
the design and construction of road, parking and ancillary improvements in Trinity Park to ensure that
sufficient parking is available upon completion of the project.
Since commencement of construction on this project is dependent upon fundraising by Dream Park
F
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M&C Review Page 2 of 3
and construction will last for approximately 10 months and must be between annual Mayfest events,
a specific start date for the construction timeline has not yet been identified. Additional first year
maintenance costs are anticipated for approximately four to six months of the fiscal year in which
construction ends at approximately$1,250.00 after which there will be an anticipated additional
operating impact in the amount of$2,500.00 annually. The Department will budget funds for such
costs beginning in the year to follow construction start.
A universal playground includes elements like ramps in lieu of transfer stations, so that those with
more severe mobility challenges do not have to leave their mobility device in order to interact with
peers in the play environment. It also considers special needs universally, meaning not just those
with mobility impairments but those with mental and sensory impairments as well. Having a special
need is not a requirement as the ideal design will look to create a play environment where all children
can experience a positive play experience, while building life skills, self-esteem and mental and
physical fitness. The proposed universal playground will be between 15,000-20,000 square feet in
size, have poured-in-place rubber safety surfacing, include perimeter fencing and accommodate
children from ages two to twelve. It is anticipated that this will be a destination facility that families
and schools with special needs children/students will come from all over the metroplex to enjoy, in the
heart of the cultural district of Fort Worth.
The major terms of the License Agreement are as follows:
The City will license to Dream Park approximately five acres for the construction of the
universal playground to accommodate project staging.
The license shall begin on the date the site is occupied for construction commencement
activities and will be for a term of 10 months -- construction activities are to be scheduled so
that the project is completed between annual Mayfest events.
Dream Park shall construct a universal playground, with an approximate value of
$1,000,000.00- $1,500,000.00, which will become City property upon completion.
Plans for improvements will be subject to approval by PARD Director.
Plans shall be submitted to the Texas Department of Licensing and Regulation for
accessibility
review and subsequent inspection.
Dream Park will set up a maintenance endowment to assist the City with routine maintenance
as it relates to rubberized surfacing. The endowment will be managed by Dream Park in
planning for all routine maintenance associated with the rubberized surfacing and total
replacement of rubberized surfacing after 10 years (to be defined in the License
Agreement). The endowment will remain in place over the lifespan of the improvement,
estimated to be 20 years.
Representatives from Mayfest, Inc., Dream Park and the City have met and discussed the
construction activities associated with the universal playground. All parties understand that the
construction of the new universal playground will need to be completed during the calendar period of
June- March. Mayfest, Inc., has expressed their support of the project and intends to secure their
Boards' endorsement of the project.
ki
On December 17, 2014, the Parks and Community Services Advisory Board endorsed Staffs
recommendation to the City Council to authorize the use of a portion of Trinity Park for construction of
a universally designed and constructed playground.
Trinity Park is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this License Agreement will have no
material effect on City funds.
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M&C Review Page 3 of 3
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Richard Zavala (5704)
Additional Information Contact: Scott Penn (5750)
ATTACHMENTS
Dream Park Concept.pdf
C
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http://apps.cfwnet.org/council_packet/mc review.asp?ID=20549&councildate=10/13/2015 11/19/2015
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