HomeMy WebLinkAboutContract 46496 N SECRETAW
fort ,.,Nk7RACTN0--
wort
zoo
January 20,2015
City of Fort Worth
C/O Ms. Susan Alanis
Assistant City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
Susan.aIan is(v,fortworthtexas.�,Yov
RE: Supplemental agreement regarding alternative arrangement by and between the Fort Worth
Zoological Association (the "Zoo Association") and the City of Fort Worth (the "City" and,
together with the Zoo Association, the "Parties").
Dear Mrs. Alanis:
The Zoo Association is delighted that the City has agreed to a one-time modification of the Parties'
obligations with respect to the proposed development of the African Savannah exhibit(the "Development") at the
Fort Worth Zoo (the "Zoo"). The City and Zoo Association are currently parties to a management agreement
concerning the Zoo, said agreement being City Secretary Contract No. 40564 dated effective as of October 1,
2010 (as amended to date, the "Master Agreement"). The Master Agreement sets forth, among other things,
certain obligations of the Parties as they relate to the construction of Improvements at the Zoo. In recognition of
the significant and unique opportunity that this Development presents, the Parties have discussed and are willing
to participate in an alternative arrangement for this Development to address funding and construction for certain
improvements, including water, sewer, Zoo Creek drainage, electrical, data, and gas line improvements. The
intent is for this letter to serve as a supplement to the Master Agreement by memorializing and confirming the
Parties' respective commitments regarding the funding, construction, and installation of certain Basic Utilities and
stormwater improvements for this Development only ("Supplemental Agreement"). All capitalized terms used in
this Supplemental Agreement and not defined herein shall have the meanings assigned to them in the Master
Agreement.
1. City's Obligations.
Under the terms of the Master Agreement, the City is responsible for relocating or altering Basic Utilities
to accommodate any construction or modification at the Zoo, and with respect to all Improvements, is responsible
for providing all lines, pipes, and other connections within five feet of the location of such Improvement.
However, for purposes of this Development, and this Development only, the Parties agree that the City will
contribute funds to the Zoo Association for domestic water line improvements and sanitary sewer service
improvements. Furthermore, instead of installing or funding any other Basic Utilities under the Master
Agreement, the City will provide funding for the design and construction of drainage and erosion control
improvements, including one or more storm sewer box culvert(s) at the Zoo and along00'-Cr&R—, t0 t adUffess
OFFICIAL RECORD
R E-... E— `d`f ; 0 h 2015 CITY SECRETARY
fort v�orth zoo association FI',WORTH,TX
1989 colonial park�Nay, tort v�orth, texas 76110 • 817-759-7500 • fax 817-759-7[01
«��\ .fort\\orthzoo.org
Ms.Susan Alanis
January 20,2015
Pace 2 of 5
ongoing Zoo Creek drainage issues. The Zoo Association agrees and acknowledges that (i) the obligations of the
City with respect to construction and installation of improvements and Basic Utilities relating to the Development
shall be only as set forth in this Supplemental Agreement and will not be governed by the other provisions of the
Master Agreement and (ii) the City's funding obligations with respect to the City-Funded Improvements, as
defined below, are set forth in their entirety in this Section 1 and in Section 5 of this Supplemental Amendment.
The funding amounts for the domestic water line improvements, sanitary sewer service improvements, and Zoo
Creek drainage improvements are set forth below and collectively referred to herein as the "City-Funded
Improvements."
City-Funded Improvements: Amount:
(i) Domestic Water Line Improvements up to $198,778.97
(ii) Sanitary Sewer Service Improvements up to $298,168.45
(iii) Drainage and Erosion Control Improvements, up to $924,707.21
including Storm Sewer Box Culvert(s)
The City will provide the above-listed funding on a reimbursable basis. To receive reimbursement, the Zoo
Association shall submit to the City a copy of all applications for payment received from the Zoo Association's
prime contractor(s). An application for payment must include supporting documentation for the cost of work
incurred through the date of the application for payment, including, but not limited to, partial lien waivers for the
period covered by the prior application for payment and all prior periods from the prime contractor(s) and each
subcontractor who has performed any work during the period covered by application for payment and any other
substantiating documentation requested by City. The City shall pay to the Zoo Association the amount contained
within the application for payment that is attributable to the City obligations herein, less any retainage provided
for in the construction contract between the Zoo Association and its prime contractor(s), in accordance with
Chapter 2251 of the Texas Government Code(otherwise known as the Prompt Pay Act). .
2. Zoo Association's Estimated Obligations.
Notwithstanding any terms or conditions in the Master Agreement to the contrary, the Zoo Association
shall fund any and all costs associated with the following improvements for the Development: (i) electrical
ductbank improvements, (ii) data ductbank improvements, and (iii) gas line improvements (collectively, the "Zoo
Association-Funded Improvements"). The estimated projected cost of each Zoo Association-Funded
Improvement is set forth below.
Zoo Association-Funded Improvements: Amount:
(i) Electrical Ductbank Improvements $496,947.41
(ii) Data Ductbank improvements, including, but not $298,168.45
limited to, communications, fiber optics,type lines,
and the like.
(iii Gas Line Improvements $136,290.00
The Zoo Association has the right to manage the construction of all City-Funded Improvements and Zoo
Association-Funded Improvements pursuant to the terms of this Supplemental Agreement and in accordance with
any terms and conditions applicable to the construction of Improvements set forth in the Master Agreement,
including, but not limed to, Article III. The Zoo Association agrees that it will comply with the requirements of
Supplemental Agreement CSC 40564
Ms.Susan Alanis
January 20,2015
Page 3 of 5
Chapter 252, Texas Local Government Code, and all other applicable federal, state, and local laws, regulations,
ordinances, and City policies in awarding any contracts related to the City-Funded Improvements. In addition to
any requirements set forth in this Supplemental Agreement and the Master Agreement, the Zoo Association shall
require all of its contractors to provide insurance in accordance with minimum requirements that may be required
by the City, as approved in writing by the City's Risk Manager and delivered to the Zoo Association in writing
within a reasonable time, but, in no event later than ten (10) business days, after submission of all relevant and
necessary construction contracts and any associated certificates of insurance to the City's Risk Manager and the
City Attorney's Office for review.
3. The Parties hereby expressly agree and understand that the obligations set forth in this Supplemental
Agreement apply to this Development only and supersede any existing obligations set forth in the Master
Agreement that directly conflict. Any Improvements to the Zoo outside the scope of this Development shall be
governed by and in accordance with the terns and conditions of the Master Agreement and neither Party shall
rely on this Supplemental Agreement.
4. The City shall own title to all City-Funded Improvements at all times; however, the Zoo Association shall
own title to all Zoo Association-Funded Improvements during construction, but shall vest title in the City upon
completion of each project. The Zoo Association shall take all steps necessary to vest title of the Zoo
Association-Funded Improvements in the City, including, but not limited to, the delivery of an instrument of
donation to the City.
5. The Parties acknowledge that the total cost of the Development may increase, including as bid documents
are developed, after construction contracts are awarded, and/or after project completion, due to cost overruns,
delay claims or other similar or unforeseen conditions. Reasonably promptly after such cost overruns, claims
and/or other conditions are incurred or are reasonably expected to be incurred, the Parties agree to negotiate in
good faith the prompt payment of funds to cover the cost of same. As soon as reasonably practicable following
the date an agreement is reached with respect to such matters, the Parties agree to amend this Supplemental
Agreement to reflect the terms of such mutual agreement with respect to the payment of such costs. For the
avoidance of doubt, the Zoo Association agrees to use commercially reasonable efforts to complete each of the
City-Funded Improvements and Zoo Association-Funded Improvements, as applicable, using an amount of funds
that does not exceed the relevant amount specifically referenced herein.
6. The Parties will execute and deliver, or cause to be executed and delivered, all documents, instruments,
conveyances and assurances and take such further actions as may be reasonably required to carry out the
provisions hereof.
7. Except as expressly provided under the terms of this Supplemental Agreement, any and all terms and
conditions of the Master Agreement shall remain in full force and effect and the Parties shall continue to be bound
by the terms and conditions of the Master Agreement with respect to this Development and all ongoing operations
at the Zoo.
8. This Supplemental Agreement may be executed in multiple counterparts, each of which will be deemed as
original, but which together will constitute one and same instrument. A signature received via facsimile or
electronically via e-mail shall be as legally binding for all purposes as an original signature.
Supplemental Agreement CSC 40564
Ms.Susan Alanis
January 20,2015
Page 4 of 5
9. This Supplemental Agreement constitutes the entire agreement between the parties with respect to the
funding, construction, and installation of the Basic Utilities and stormwater improvements for this Development,
and supersedes all prior and contemporaneous undertakings and agreements, whether written or oral, with respect
to such subject matter. This Supplemental Agreement may be amended only by written agreement of the parties.
Please execute three (3) copies of this Supplemental Agreement, retain one original for your files and
return one original to the Zoo Association at the address shown above. Please return a scan of a signed copy of
the Supplemental Agreement to Mr. Michael D. Fouraker by e-mail to MFourakergfortworthzoo.org.
Very truly yours,
Fort Worth Zoological Association,
A Texas non-profit corporation
By:
Michael D. Fouraker,
Executive Director
Date: January 20, 2015
By signing below, you represent to the Zoo Association that you have the right to enter into this Supplemental
Agreement on behalf of the City to bind the City to the terms herein.
Received, Acknowledged and Agreed this day of 2015.
CITY OF FORT WORTH
By
CcQa-4��-
LS'R11an Aianis
Assistant City Manager
AUTHORIZATION:
M&C: < — 2 1
Date:
Supplemental Agreement CSC 40564
Ms.Susan Alanis
January 20,2015
Page 5 of 5
APPROVED AS TO FORM AND LEGALITY:
c c
Tyler F. Wallach
Assistant City Attorney
2ary
TEST: QoP�°
Kayse (,8
0
City Secretary $ , 8�
y1 coo coo yi
OFFICIAL RECORD
Supplemental Agreement CSC 40564 CITY SECRETARY
FT. WORTH, TX
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/3/2015
DATE: Tuesday, March 03, 2015 REFERENCE NO.: **C-27211
LOG NAME: 80Z000TILITYFUNDING
SUBJECT:
Authorize Execution of Supplemental Letter Agreement with the Fort Worth Zoological Association to
Provide a One-Time Alternative Utility-Funding Arrangement for the Development of the African Savannah
Exhibit Depicted in the Master Plan at the Fort Worth Zoo (2014 BOND PROGRAM) (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a supplemental Letter Agreement with th
Fort Worth Zoological Association to provide for a one-time, alternative utility-funding arrangement for the
African Savannah Exhibit that differs from the parties' obligations under the long-term contract for the
management, operation and development of the Fort Worth Zoo, Fort Worth Contract No. 40564.
DISCUSSION:
On April 27, 2010, (M&C C-24194) the City Council authorized a Management Agreement (Fort Worth Cont
No. 40564) with the Fort Worth Zoological Association (FWZA) for the management, operation and
development of the Fort Worth Zoo. On March 30, 2011, a contractually authorized Addendum was added
outline the scope of a cleaning and clearing project along Zoo Creek to improve water flow and reduce the r
of flooding (Fort Worth Contract No. 40564-A1).
The purpose of this Mayor and Council Communication (M&C) is to authorize the City Manager to execute
supplemental Letter Agreement with the FWZA to provide for a one-time, alternative utility-funding
arrangement for the proposed African Savannah Exhibit to enable more efficient and effective project
infrastructure phasing and development. The alternative utility-funding arrangement is specific to this partici
project and therefore, temporary in nature; it will not affect or amend the primary Agreement between the Ci
and the FWZA.
Under the terms of City Secretary Contract No. 40564, the City retains responsibility to relocate or alter basi
utilities to accommodate any construction or modifications at the Zoo with basic utilities defined to include, t
are not limited to, sewage, water, fiber optic and other communication, gas and electricity. However, becau
of the nature and sequencing of the infrastructure and utility improvements required for the future developm
of the African Savannah Exhibit, the FWZA approached Parks and Community Services Department staff
about reallocating the parties responsibilities in connection with this exhibit to allow for a more efficient over
implementation.
The proposed Letter Agreement calls for the City to fund implementation of certain planned erosion and
drainage improvements related to Zoo Creek that were included in the 2014 Bond Program and that are a
necessary precursor to the FWZA's development of the Savannah and to pay for water and sewer
improvements that would ordinarily be the City's responsibility under the primary contract. In exchange, the
Zoo Association has agreed to fund the electrical, fiber optic and communications and gas utilities
improvements, all of which are considered basic utilities and would ordinarily be the City's responsibility unc
Logname: 80Z00UTILITYFUNDING Pagel of 3
City Secretary Contract No. 40564.
From a cost participation perspective, the alternative utility funding arrangement is consistent with the cost
participation levels specified in the primary Agreement.
The proposed distribution of costs and responsibilities for utilities and related infrastructure, source of funds
and participation by the City and the FWZA are listed in the following tables:
City-Funded Improvements: Amount: Source of
Funds:
(i) Domestic Water Line Improvements $198,778.97 Water Capital
Projects Fund
7(ii) Sanitary Sewer Service Improvements $298,168.45 Sewer Capital
Projects Fund
Drainage and Erosion Control
(iii) Improvements including Storm Sewer Bond
Pack
Box Culvert(s) $924,707.21 Package
Zoo Association-Funded Improvements Amount SouE Q
Source
i Electrical Duct Bank Fort Wort
( ) Improvements $496,947.41 Zoologlc'.
Associati
Fort Wort
(ii) Data Duct Bank Improvements $298,168.45 Zoologic"
Associati
Fort Wort
(iii) Gas Line Improvements $136,290.00 Zoologic"
Associati
Proposition 2 of the 2014 Bond Program, Parks, Recreation and Community Center Improvements, include
planned allocation of funds to finance the design and construction of drainage and erosion control
improvements at certain City parks with $2,000,000.00 identified for Fort Worth Zoo Creek Drainage
improvements. As noted above, under the proposed Letter Agreement a little less than half of these bond
funds would be used for initial drainage and erosion control improvements related to Zoo Creek that will be
undertaken in connection with development of the Savannah. Upon completion of these improvements, the
balance of the funds allocated will also be utilized to address drainage in the Zoo Creek corridor.
This project is included in the 2014 Bond Program. Available resources within the General Fund will be use
to provide interim financing until debt is issued. Once debt associated with this project is sold, bond procee
will reimburse the General Fund in accordance with the statement expressing official intent to reimburse tha
was adopted as part of the ordinance canvassing the bond election (Ordinance No. 21241-05-2014).
Logname: 8OZ00UTILITYFUNDING Page 2 of 3
The Fort Worth Zoo is located in COUNCIL DISTRICT 9 and is classified as a Special-Use Facility that senr
on a City-wide and regional basis.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current capital budget i
the Water Capital Projects Fund, Sewer Capital Projects Fund and that funds are included in the Fiscal Yea
2015 Adopted Budget for the 2014 Bond Program per Ordinance No. 21457-09-2014 and funds are availab
in the General Fund to pay expenses which will be incurred on this contract until reimbursement can occur
from the issuance of public securities.
FUND CEN T ERS:
TO Fund/Account/C enters FROM Fund/Account/Centers
1) P253 541200 609150244780 $198,778.97
1) P258 541200 709130244780 $298,168.45
1) C210 541200 809360244780 $924,707.21
CERTIFICATIONS:
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Richard Zavala (5704)
Additional Information Contact: Richard Zavala (5704)
ATTACHMENTS
1. Fort Worth Zoo Association Supplemental Agreement to CSCO.40564.pdf (Public)
2. FW Zoo Drainage Improvements CIP 2014 FAR 2014(C210).pdf (CFW Internal)
3. FW Zoo Drainage Improvements Sewer FAR(P258) 021115.pdf (CFW Internal)
4. FW Zoo Drainage Improvements Water FAR (P253) 021115.pdf (CFW Internal)
5. P253 476053 601159990100.docx (CFW Internal)
6. P258 476058 701139990100.docx (CFW Internal)
Logname: 9OZ00UTILITYFUNDING Page 3 of 3