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HomeMy WebLinkAboutContract 45260 CONTRAM NO$, f MCI (;*ITY,rEMWAW , { LICENSE AGREEMENT THE SATE OF TEXAS COUNTY of TA ANT THIS LICENSE AGREEMENT (the "Agreement") is reads and entered into y and between the City of Fort Worth, a home-rule municipal corporation of the State of `texas (the "CITY"), acting by and through its duly authorized Assistant City Manager, and Downtown Fort Worth Initi-a iv s, Inc., a Texas non-profit corporation 61DFW11" , acting by and through its duly authorized President.. RECITALS, WHEREAS the City owns a park called heritage Park in whlioh Heritage Plaza LAZA is located; and WHEREAS on May 12, 19619, the Fort Worth City Council adopted a resolution creating the Streams and Valleys Committee to study challenges and opportunities associated with the 'Trinity River and its tributaries, and to advise the City Council and the City Ilan Commission on issues affecting those waterways; and WHEREAS in 1'97o, Streams and Valleys commissioned renowned landscape architect Lawrence Halpr'in to create the Trinity River Planning Program, which laid the foundation for various improvements to the Trinity River corridor, including the eventual construction of Heritage Plaza as Fort W'�orth's official contribution to the American blioentennial celebration; and WHEREAS, in 20,07, the City of Fort Worth closed Heritage Plaza in view of signiM icant maintenance problems and related public safety hazards; and WHEREAS in 2008, Streams and Valleys commissioned a study concluding that the cost to restore and improve Heritage Plaza could range between million and $10 million" and WHEREAS in 2009, Heritage Playa was listed by the cultural Landscape F=oundation as a "marvel of modernism, cited by Preservation Texas and Historic Fort Forth on their "most endangered„ lists, and nominated by the, Texas historical Commission to the National Register of historic Pilaoos; and WHEREAS in 2009, Downtown Fort Worth Initiatives, Inc. DF 11 commissioned the Olin Studio, under the leadership of Lawrence Halprin's friend and colleague Laurie Olin,, to assess ideas for restoring and improving Heritage Plaza through a community visiloning process; and' OFFICIAL RECORD CITY SECRETARY' License Agreement w Heritage Plaza. t FT.WORTH, I V M 1,� a� 'D„.mww wuauid''✓eImIVUORFW�M"a"uWN Y.. ®.,mm.... .....mm,...,.wmm®wwwrwmwwwuwmwwwrvrf��YIUUU� WHEREAS in 2010 a Heritage Plaza. Diesigin Workshop led by the Olin Studio resulted in a recommendation from the Heritage Plaza Steering Committee to move forward with a, Phase I analysis of' Morita ge Plaza; and WHEREAS the City Council! passed Resolution NO. 3768-017-20019 to support current efforts by Downtown Fort Worth Initiatives, Inc., St reams and Valleys, the Heritage Park Steering, Committee recommendations for restoring and improving Heritage Plaza; and-, WHEREAS Items to complete before pursuing initial improvements that would permit reopening of Heritage Plaza included a complete, a full structural assessment including geotechnical investigation; a complete a tree survey-Complete and develop engineering drawings, of-the Plaza (Phase, I); WHEREAS in 20113 Freese and Nichols (FNI) completed their analysis, incluld'ing the tree and soil survey. The scope of their work included installing an inclinometer and survey points to co,llelct geologic data throughout the pilaza. FN identified several structural repairs that should be considered as part of any park improvements before a reopening. Those issues, include addressing settlement issues near the east and west sides of the overlook (belvedere) and repairing the storm drain that runs through the site and down the slope; and WHEREAS FW11 staff and city staff would like to evaluate the fountain equipment. This evaluation will provide, a better understanding of the work regquired to turn the water feature on,, in all or in part, if funding is available and is the work is feasible NOW THEREFORE, in consideration, of the mutual promises contalined herein,, the City and DFWII do hereby covenant and agree as follows.: SECTION 1 PURPOSE PARTIES 1.1 The purpose of this Agreement is to establish, the administration and criterion pursuant to which DFWII shall analyze the current condition of Heritage Plaza and work toward restoration of' the Plaza. DFWII shall analyze the PLAZA by engaging a qualified Consultant and shall pay the Consultant for all work done within the scope of a separate agreement DFWII will, enter into an agreement with the Consultant,, such work being identical to that which is enumerated in Exhibit A of this Agreement. DFWlI is entering into an Agreement with the CITY, which is the true "Ownee' of the PLAZA. In addition, DFWII will contact with a qualified Consultant to develop plans and construction documents, to restore the PLAZA. License Agreement—Hefitage Plaza Page 2 of'14 This Agreement is made and entered into by and between the City of Fort Worth, Texas and Downtown Fort Worth Initiatives, Inc. When used herein, the term "DFWII"' and the term "CITY" shall include officers, agents, employeesy successors, and assigns, of each of the parties respectively. SECTION 2 TERM 2.1 The primary term, of this Agreement shall be for twelve (12) months,,: cornmencing! on, the December 117 20113, and ending on December 1 1 201 4,. SECTION 3 RESPONSIBILITIES OF THE PARTIES 3.1 The CITY agrees to: A. Allow DFWII and its Consultant access to the Park during the hours of 7.-010 A.M. to 7:00 PM' throughout the term of this Agreement to work on the Project., The parties agree, to, revise these, hours by execution of a written amendment to this Agreement if either party receives requests or complaints from a business or resident within a one-half mill e radius, of the Park. B., Through the Planning and Development Department, review all documentation and recommendations. C. Provide in kind general project management services including but not limited to project initiation, project planning and research, production oversight, mo!nlitoring, and controlling, closing and liaison between! D,FWII and the, CITY. 3.2 DFWII agrees to.- A. Provide primary project management for the Project through the administration of DFWII's separate agreement with the Consultant. B. Take steps to ensure that work, analysis, studies, or reports by or on behalf of' DFWII is properly coordinated with the CITY. DFWII staff will' inform CITY staff of Phase I project progress and recommendations through e-mail, phone calls, meetings with CITY staff and' DFWIl1 consultant. SECTION 4 RESPONSIBILITY FOR PARK AND COSTS License Agreement—Heritage Plaza Page 31 of 14 4.1 DFWII shall assume primary responsibility for managing the contract for ,professional services, to analyze the condition of the PLAZA during the term of this Ag�reement. However, Heritage Park and Plaza shall remain at all time a CITY park subject to the ultimate authority, of Parks and Comimiunlity Services Department (PACS D) and the CITY. The CITY does not relinquish the right to enforce all necessary and proper rules for the management and operation of the Park. The CITY, through personnel in its police, fire, code compliance, parks, and health departments, has the right at any time to enter any portion of the Park (without causing or constituting a termination of the Agreement or an interference with the use of the Park by DFWII) for the purpose of inspection and maintenance and performance of any and all activities necessary for the proper * conduct and' operation of public property; provil ded this riglht of entry shall not authorize or empower the CITY to direct the activities of DlFWII' or assume liability for DFWII's activities. In addition, all permanent public facilities and elq�u,ipm,ent owned by the CITY within, the, Park shall remain property of the CITY, and such property cannot be disposed of by DFW11 without the, express wri tten consent of CITY. SECTION 5 LIABILITY AND INDEMNIFICATION 51.1 DFWII covenants and agrees, that the CITY shall in no way nor under any circumstances be responsible for any property belonging to DFWII, its merribers, ernployeesy agents, contractors, subcontractors, invitees, licensees, or trespassers that may be stolen, destroyed, or in any way damaged, and DFWII hereby indemnifies and holds harmless the CITY from and against any and all such claims. The CITY does not guarantee pollice protection and will not be liable for any loss or damage sustained by DFWII, its members, employees, agents, contractors,1 subcontractors, invitees,1 licensees, or trespassers on Heritage Plaza or any other CITY property. 5.2 DFW1111 AGREES TO DEFEND, INDE NIF'Y, AND HOLD HARMLESS THE CITY',i ITS OFFICERS,1 AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS,1 AND EXPENSES OF ANY KIND,, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLU' DING ALLEGED DAMAGE OR LOSS 'TO ANY BUSINESS AND ANY RESULTING LOST PROFITS) AN'D/OR, PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (i) DFW111S BREACH OF ANY OF THE TERM'S OR PROVISIONS OF' THIS AGREEMENT OR (ii) ANYINTENTIONAL, KNOWING, RECKLESS, OR NEGLIGENT ACT OR OMISSION OF DFWI1, ITS OFFICERS,, AGENTS, ASSOCIATES, EMPLOYEES, SEPARATE ENGINEERS, CONTRACTORS, OR SUBCONTRACTORS, RELATED TO THE ANALYSIS OF THE CONDITION OF' HERITAGE PLAZA OR THE PERFORMANCE OF 'THIS AGREEMENT, License Agreement—Heritage P'laza Page 4 of 14 SECTION 6 a DISCRIMINATION/DISABILITIES 6.1 DFWlI, in its occupancy or use of the Park and Plaza shall not discriminate against any person or persons because of race, age, gender, religion, collo,r, national origin, marital status, sexual orientation, or disability'. SECTION 7 NOTICES 7.1 Any notice, required shall be sufficient if deposited in the U.S. Mail, postage prepaid, certified mail, return receipt requested, and addressed to the other party as follows: CITY: DFWIl: City of Fort Worth Downtown Fort Worth; Initiatives, Inc. Planning and Development Director Andrew M. Taft, President 1000 Th roof morton Street 777 Taylor Street, Suite 100 Fort Worth; Texas 76102 Fort Worth, TX 76102-4908 With copy to.* Assistant City Attorney 0010, 1 hrockmorton Street Fort Worth, Texas 76102 6.2 Mailing of all notices pursuant to this Section shall' be deemed' sufficient if (i) properly addressed as specified above or to such other person and address as previously designated in writing by the receiving party; and (ii) mailed via certified snail, postage prepaid, return receipt requested. All time period's related to any notice requirements specified in this Agreement shall commence on the date that notice is mailed,. SECTION 8 INDEPENDENCE OF THE PARTIES 8.1 The parties hereto covenant and agree that each such party is independent and not an officer, agent, servant, or employee of the other party. The parties further covenant and agree that each such party shall have exclusive control of and the exclusive right to, control (1) the details, of the portion of work that each such party is performing hereunder and (ii) all persons, performing same on behalf of each party respectively. In addition, the parties covenant and agree that each such party is responsible for the acts and omissions of its respective officers, agents, employees, separate contractors, subcontractors, consultants, and subconsultants. Noth"Ing herein shall be construed, as creating a partnership or Joint enterprise between the CITY and DFWII License Agreement—Heritage Plaza Page 5 of 14 SECTION 9 SUCCESSORS AND, ASSIGNS 9.1 Neither party shall assign or otherwise transfer any or all of' its, rights, and obligations under this Agreement without the prior written consent of the other party. Any attempted assignment or transfer without the consent of the other party shall be null an�di, void. SECTION 10 TERMINATION AND REMEDIES 10.1 This Agreement may be terminated by either party in writing for Cause. For I "Ce" sh , any purposes, of this provision, the term aus all refer to the occurrence of of the following: (i) DFWIl fails to comply with Section 3, Section! 11, or Section 12 of this Agreement; (ii) DFWll shall become insolvent, or shall make a transfer in fraud of crediitors, or shall', make an assignment for the benefit of creditors; (iii) DFW111 shall file a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any si,milar law or statute of the Un�ited States or any State thereof, or DFWlI shall be adjudged bankrupt or insolvent in proiceeld'in,gs, filed against DFWlI thereunder; (iv) a receiver or trustee shall be appointed for th�is Agreement or for substantially all of the assets of DFWII; (v) DFWlI vacates any substantial portion of the Project area of' Park for a period of longer than thirty (30) days after Phase I activities has commences, unless DFWlI can demonstrate to the satisfaction olf' the City that all reasonable efforts are being made by DFWl1I to continue pursuit of the Project; (vi) DFW11 shall do or permit to be done anything which creates a lien upon -the Park or any improvement therein; (viii) DFWll fails to comply with any other term, provision or covenant of this Agreement in any material respect. 10.2 Except for termination due to non-appropriation, termination shall be effective ten (10) days from the date that written notice is sent to the other party. Termination due to non-appropriation shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated -funds, whichever comes first. 10.3 If this Agreement, is terminated pirior to completion of the Project as outlined in Exhibit "A," DFWII shall return to the City all unexpended -funds and shall transfer to City all other funds raised for the Park that DFWll has in its possession: as of the effective date of termination. City shall use any and all such funds toward completion of the repair and redevelopment of the Park. Any information gathered prior to such termination shall be turned over to the City as, well' and may be used at our sole discretion., J, .11 10.4 Within, twemy (20) days following the effective date of term 1 nation or expiration, DFWll shall remove from the Park all trade fixtures, tools, machinery, equipment, materials and supplies placed on 'the Park by DFW11 or its agents. After such License Agreement—Heritage Plaza Page 6 of 14 time, City shall have -the right to take full possession of the Park and (ii), to remove any and all parties and property remaining on any part of the Park or (ii) to remove any and all parties and take and hold any personal property remaining on any part of the Park as City's sole property., DFWII agrees that it will assert no claim of' any kind against City, its agents, servants, employees, or representatives, stemming from City I s termination of this Agreement or any act incident to City's assertion of its right to terminate or City's, exercise of any rights granted hereunder. SECTION 11 INSURAN�CE 11.1 Before commencement of Phase 1, DFWI1 shall require its Consultant and subcontractors, to obtain and maintain the types, of insurance and limits of coverage described below', and such coverage shall be evidenced by an ACORD form that lists the CITY as the Certificate Holder and as an additional insured. 11.2 INSURANCE PROFESSIONAL SERVICES INSURANCE A., Commercial General Liability — anyone providing PROFESSIONAL SERVICES shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,0001,000,.00 aggregate. If such Commercial General Liiability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an insured under the CG,L, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs, afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions by endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal iinjury, or advertising injury, which are normally contained within, the policy, unless the CITY approves such exclusions in writing. ii. Anyone providing PROFESSIONAL SERVICES waives all rights against the CITY and its agents,, officers, directors and employees for recovery of damages to the extent these damages, are covered by the commercial general liability or commercial umbrella liabiility insurance maintained in accordance, with this agreement., License Agreement—Heritage Plaza Page 7 of 14 B. Business Auto — anyone providing PROFESSIONAL SERVICES shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,,000,,000 each, accident. Such insurance shall cover liability arising out of it any auto", including owned, fired,, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns, no vehicles, coverage for hired or noni-ow neldi is acceptable. i. anyone providing PROFESSIONAL SERVICES waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages, are covered by the business auto liability or comm,ercia,l, umbrella liablility insurance obtained by the PROFESSIONAL SERVICES provider pursuant to this agreement or under any applicable auto, physical damage coverage. C. Workers' Compensation — anyone providing PROFESSIONAL SERVICES shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of' not less than $100,000.00 each accident for bodily injury by accident or $1,00,000.00 each employee for bodily injury by disease, with $500,000.,00 policy limit,., i. Anyone providing PROFESSIONAL SERVICES waives all rights against the CITY and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or comimerc,ial umbrella, insurance obtained, by anyone; providing PROFESSIONAL SERVICES pursuant to this agireement, D. Professional, Liability — anyone providing PROFESSIONAL SERVICES shall maintain professional liability, a claims-made policy, With a minimum of $1,0100,000-00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the contract or the first date of services to be performed,, whichever is earlier. Coverage shall be maintained for a period of five (5) years following the completion of the contract. An annual certificate of insurance specifically referencing this project shall be submitted to the CITY for each year following completion of the contract. 11.3 General Conditions for all Insurance GENERAL INSURANCE REQUIREMENTS License Agreement—Heritage:Plaza Page 8 of 14 A. Certificates of insurance shall be delivered to the City of Fort Worth prior to commencement of work, addressed to the attention of Sue Haupt, Risk Manialgem,en,t, 1000 Throckmorton Street, Fort Worth, Texas 76102 with a copy to Randy Hutcheson, City of' Fort Worth Planning and Development Department 11000 Throckmortoin Street, Fort Worth, Texas, 76,102., B. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. C. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies, documented thereon. D. Any failure on part of the CITY to request required insurance documentation shall not constitute a, waiver of the insurance requirements. E. A minimum of thirty (30) day's, notice of cancellation or material change in coverage shall be provided to the CITY. A ten (1 0) days notice shall be acceptable in the event of non-payment of premium. Notice shall, be sent to the Planning and Development Director- Randle Harwood, City of Fort Worthy 1000 T'h,rockmorton, Fort Worth, Texas 76102 with a copy to Randy Hutcheson, City of Fort Worth Planning and Development 10010 T'h rockm,o rto n Street, Fort Worth Texas 76102. F. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of AN or greater, in the current A.M. Best Ke stink; Guide or have reasonably equ�ivalent financial strength and solvency to the satisTaction of Risk Management. G. Any deductible or self-insured retention in excess of $25,000.00 that would change or alter the requirements herein is, subject to approval by 5, i' dollar b asis. The the CITY w in writing if coverage s not provided on a first llar CITY, at its sole discretion, may consent to alternative, coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptab:le to the CITY. H. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. 1. The CITY shall be entitled, upon its request and without incurring expense, to review the Consultant's 'insurance policies including License Agreement—Heritage Plaza Page 9 of 14 endorsements thereto and, at the CITY's discretion; anyone providing PROFESSIONAL SIERVICE,S may be required to provide proof of insurance premium payments. J. Lines of cov rage, other than Professional Liability, underwritten on a: claims-made b, pis, shall contain a retroactive date coincident with, or prior to the date of the contractual agreement,. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. K. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date: of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments., L. The CITY shall not be responsible for the direct payment of any insurance premiums required by this agreement. M. Sub consultants and subcontractors to/of the CONSULTANT shall be required by the CONSULTANT to maintain the same or reasonably equivalent insurance coverage, as required for the CONSULTANT. When sub consultants/subcontractors maintain insurance coverage, anyone providing PROFESSIONAL SERVICES s,h,alil, provide CITY with documentation, thereof on a certificate of insurance. N. The CITY I its officers, employees, and servants shall be endorsed, as, an additional insured on all insurance policies required under this Agreement with the exception of worker's compensation insurance policies. 0. Required insurance policies shall each be endorsed to provide that such insurance is primary protection and that any self-funded or commercial coverage maintained by CITY sihalil, not be called upon to contribute to loss, recovery., P. During any term of this Agreement, Engineer shall report to the Risk Management Division in a timely manner any loss occurrence that could give rise to a liability claim or lawsuit or that could result in a property loss. Q. Liability shall not be limited to the specified amounts of' insurance required herein�., License Agreement—Heritage Plaza Page 10 olf 14 SECTION 121 SEVERABILITY; WAIVER; HEADINGS 12.1 In the event any covenant, condition, or provision of'this Agreement is held to be invalid by any court of competent jurisdiction, the Invalidity of such covenant' condition, or provision shall in no way affect any other covenant, condition or provision herein contained, provided however, that the invalidity of any such covenant,, condition, or provision does not materially prejudice either, the CITY or DFWIl in connect,ion, with the rights and obligations contained in the valid covenants, conditions, and provisions of this Agreement. 12.2 The failure of' the CITY to insist on the performance of any term or provision of this Agreement or to exercise any, right herein conferred shall not be construed, as, a waiver or relinquishment to any extent of the CITY's ability to assert or rely on any such term or right on any future occasion. The waiver by the CITY of any default or breach of a term, covenant, or condition of this Agreement shall not be deemed to be a waiver of any other breach of that term,, covenant, or condition or of any other term, covenant, or condition of this Agreement, regardless of when the breach occurred. 12.3 The section headings, contained herein are solely for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. SECTION 13 EFFECT ON THIRD PARTIES 13.1 Nothing herein shall be deemed to constitute a waiver of any immunity or affirmative defense that may be asserted by the CITY or DFWII as to any claim of any third party. Nothing herein shall be construed in any manner, to create a cause of action for the benefit of any person not a party to this Agreement, or to create any rights for the benefit of any person not a party to this Agreement, not otherwise existing at law. SECTION 14 DAMAGE TO CITY PROPERTY 14.1. In the event that any CITY-owned property, such as utilities, park improvements, equipment, turf, etc,., is damaged, or destroyed during installation, watering, or maintenance of the Project improvements due to negligence or acts, or omissions of D,FWII or of its officers, agents, servants, employees, separate contractors, subcontractors, engineers, consultants, or subconsultants), DFW11 shall be solely responsible for all repairs or replacements. In the event of damage attributable License Agreement—Heritage Plaza Page I I of 14 .......... to DFWIl, DFWI1 shall replace or repair the damaged property at no cost to the CITY. The CITY and D,FWII shall jointly determine whether any damage has been done, the amount of the damage, the reasonable costs of repairing the damage, and whether DFWII is responsible. SECTION 15 COMPLIANCE WITH LAW' 15.1 DFWII shall comply with all federal, state, and local laws, rules, and regulations, as well as with all regulations, restrictions, and requirements, of the CITY's police, fire, code compliance, and health departments now or hereafter in effect that are a,pp;licable to sits operations. DFWII shall obtain and keep in effect at its own cost and expense all licenses and permits (except for those permits for which the CITY has agreed to waive the fees under Section 3.1.5 of this Agreement), and shall pay all taxes incurred or required in connection with this Agreement and its operations hereunder. 11 5.2 DFWII shall require -through its contract with anyone providing PROFESSIONAL SERVICES, that the Consultant and its subcontractors observe and corn y with all federal,, state,, and, local laws, rules, and regulations, as well as with all regulations,, restrictions, and requirements of the CITY's police, fire, code compl'iance, and, health departments, now or hereafter in effect that are, applicable to its operations. In particular, DFWII shall include in its contract language requiring the PROFESSIONAL SERVICES and all subcontractors to observe and comply with all CITY ordinances relating to obstructing streets,, keeping alleys and other right-of-way open and protecting same. 15.3 DFWII shall require through its agreement with the Consultant, that the Consultant and its Sub-C,ontract,ors, shall perform their duties in a manner that will cause the least inconvenience andi annoyance to the general public and the property owners. DFWII shall require through its agreement with the Consultant that the Consultant exercise every reasonable precaution for the safety of the property and the protection of any and all persons and/or property located adjacent to or making passage through, or using said property. SECTION, 16 VEN�UE AND JURISDICTION 161.1 This Agreement shall be governed by the laws of the State of Texas. 16.2 Venue for any action brought to interpret or enforce or otherwise arising out of or incident to the terms of this Agreement shall be in Tarrant County, Texas or the United States District Court for the Northern, District of Texas, Fort Worth Division License g; ment-Heritage Plaza Page 1 2 of 14 v 9k SECTION 1 ' ENTIRE UNDERSTANDING; MODIFICATION A 17. Th I IS Agreement (including all, attachments, schedules, and exhibits attached heireto) constitutes the final, entire, and complete understanding between, the CITY and DFWlI concern,ing, the responsibilities with respect to Hentage Plaza. Any prior or contemporaneous, oral or written agreement that purports, to vary from the terms hereof shall be void. 17.2 Amendments to this Agreement or to any attachment,, schedule, or exhibit affixed hereto may be proposed by either party and shall take effect only after written approval by both parties. SECTION 18 AUTHORITY' 18.1 The undersigned officers and/or agents of the parties, hereto covenant and affirm that the are the properly authorized officials and have the necessary authority to execute this Agreement on beh,alf of the parties, hiereto. [SIGNATURES, APPEAR ON NEXT PAGIE] License Agrecnient---1....feritage Plaza Page 13 of 14 iu IN WITNESS WHEREOF-1 DFWI1 and the CITY' have signed dupficate counterparts, of the Agreement. CITY OF FORT WORTH DOWNTOWN FORT WORTH INITIATIVES, INC., Ae� Al" Fernianidol Costa Assistant City Manager Andrew M. Taft, Ilk President APPROVED AS TO FORM AND, LEGALITY APPROVED AS TO FORM 000 Melind'a Ramols Senior Assistant City Attorney ATTEST: ATTEST.- ............ W"7, City Sel re :emu �WAV OFFICIAL RECORD ORD Y CITY'SECRE,TARY FT. WORTHy TX1 License Ag reement--Heritage Plaza Page 14 of 14 ...........