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HomeMy WebLinkAboutContract 36194 r ;.�. al-,�RETARY NO LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City" or "Licensor"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Joe Paniagua, its duly authorized Assistant City Manager, and The Fort Worth Museum of Science and History, ("Museum" or "Licensee"), and acting by and through Van Romans, collectively referred to as the"parties." 1. LICENSED PREMISES/ACCESS TO EQUIPMENT Licensor hereby grants to Licensee a personal, non-transferable, limited, and non-exclusive license to use the Swine Barn and the Tower area of the Will Rogers Memorial Center ("WRMC") located at 3401 W Lancaster, Fort Worth, Texas (the "Licensed Premises") for the purpose of erecting, installing, mounting, operating, housing, and maintaining two digital cameras to record the demolition and reconstruction of the new Fort Worth Museum of Science and History to be located at 1501 Montgomery, Fort Worth, Texas. Licensee shall pay no fee for the license to use the Premises. 1.1 Equipment Licensee is solely responsible for and only authorized to install and operate the following equipment (hereafter"equipment"): • Time lapse construction camera to be placed on the corner of the Swine Barn. The camera should be self-contained and not require power for operation. • Controllable Interactive Webcam is to be placed near the top of the Will Rogers Tower. This camera will be a web interactive site to be accessed through the Museum's website. • The term equipment shall also include all necessary hardware, software, or other items to be utilized to install, mount, erect, house and/or operate the cameras. • The Licensee will be responsible for providing power to any equipment, if necessary. 1.2 Access • Licensee shall have the right to access the equipment on a regular basis for updates, testing, and maintenance as necessary. The time and manner of access is to be agreed upon by the parties. 1.3 Restrictions/ Limitations • Licensee shall not alter the premises in any way that would be a permanent change to the premises or any facilities thereon. • Licensor shall not be responsible for providing security or maintenance for any of the equipment under this Agreement. • Licensor shall not be responsible for any damage to the equipment, interruptions or loss of signal or failure of the equipment due to loss of power for any reason. 2. TERM. This license Agreement shall commence upon October 1, 2007 and shall last for the duration of the demolition, reconstruction and dedication of the new Museum, or not later than December 31, 2009, whichever occurs first, unless terminated earlier in accordance with the provisions of this Agreement. ti City of Fort Worth License Agreement Fort Worth Museum of Science and History Page 1 of 6 3. OWNERSHIP OF CONTENT. Licensee shall have the right to retain proprietary ownership of and shall be solely liable and responsible for any depictions or images derived from the camera(s). Licensee shall be solely liable for the publication, distribution, reproduction and availability of any images that are published, distributed, reproduced, or made available on any medium or in any manner. 4. TERMINATION. Either Licensor or Licensee shall have the right to terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. Following termination or expiration of this Agreement, Licensee shall be responsible for removing all equipment installed under this Agreement. Upon removal of the equipment, Licensee agrees to return the premises in the same or better condition. 5. INDEPENDENT CONTRACTOR. The term Licensee shall mean the Museum, its employees, directors, officials, agents, servants, subcontractors, volunteers and authorized representatives. 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 agent, representative or employee of Licensor. Subject to and in accordance with the conditions and provisions of this Agreement, Licensee shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, volunteers, authorized representatives and subcontractors. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between the Licensor, its officers, agents, servants and employees, and Licensee, its officers, agents, employees, servants, 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. 6. LIABILITY AND INDEMNIFICATION. LICENSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE RESULTING FROM THE ERECTION, INSTALLATION, MOUNTING, MAINTENANCE, REMOVAL OR USE OF THE EQUIPMENT. LICENSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LICENSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. LICENSOR SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, TO ANY PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FOR ANY REASON. LICESNOR FURTHER DISCLAIMS LIABILITY FOR ANY DAMAGE TO OR MALFUNCTION OF THE EQUIPMENT IN ANY WAY. LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES OR THIRD PARTY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF THE ERECTION, INSTALLATION, MOUNTING, MAINTENANCE, REMOVAL OR USE OF THE EQUIPMENT. City of Fort Worth License Agreement s V' Fort Worth Museum of Science and History 5 l Page 2 of 6 7. ASSIGNMENT AND SUBCONTRACTING. Licensee shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Licensee under which the assignee agrees to be bound by the duties and obligations of Licensee under this Agreement. The Licensee and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Licensee referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Licensee under this Agreement as such duties and obligations may apply. The Licensee shall provide the City with a fully executed copy of any such subcontract. 8. INSURANCE. Licensee shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: Coverage and Limits Commercial General Liability $1,000,000 Each Occurrence/$1,000,000 Aggregate Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Property damage $500,000 Bodily injury per person per occurrence Coverage shall be on any vehicle used by the Licensee, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned. Worker's Compensation Statutory limits 9. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Licensee agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Licensee of any violation of such laws, ordinances, rules or regulations, Licensee shall immediately desist from and correct the violation. 10. NON-DISCRIMINATION COVENANT. Licensee, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Licensee's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Licensee, its personal representatives, assigns, subcontractors or successors in interest, Licensee agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 11. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth License Agreement Fort Worth Museum of Science and History Page 3 of 6 `;j Jl i 2 11 I •� 4 To The CITY: To LICENSEE: Will Rogers Memorial Center Museum of Science & History 3401 W. Lancaster 1501 Montgomery Fort Worth, Texas 76107 Fort Worth, Texas 76107 Fax: (817) 392-8170 Fax: (817) 255-9357 12. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 13. NO WAIVER. The failure of the City or Licensee to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Licensee's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, 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. 15. SEVERABILITY. If any provision of this Agreement is 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. 16. FORCE MAJEURE. The City and Licensee shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 17. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. REVIEW OF COUNSEL. The parties acknowledge that each party and/or its counsel has reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. AMENDMENTS I MODIFICATIONS/EXTENSTIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which i!executed City of Fort Worth License Agreement Fort Worth Museum of Science and History Page 4 of 6 by an authorized representative and delivered on behalf of such party. 20. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Licensee, their 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 provision of this Agreement. 21. AUTHORIZED SIGNATURE. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities listed below, and each party agrees that the other party is authorized to rely on such representation. [SIGNATURE PAGE FOLLOWS] City of Fort Worth License Agreement Fort Worth Museum of Science and History s 1 Lc' Page 5 of 6 �J1� dl,p i iv wITNE S HEREOF, the parties hereto have executed this Agreement in multiples this day of 200L. CITY OF FORT WORTH. FOR WOR US UM F SCIENCE AND HIST Y: By: By: Jo iagi a Van . Romans As sta y nager President and Execu ' e Director Date: Date: C C � ATT T: ATTEST: (� By: By: Marty Hend ' arlie Walter City Secretary Chief Operating Officer APPROVED AS TO FORM AND LEGALITY: N�5 I's sists As City Attorney M&C: None Required City of Fort Worth License Agreement 7777-71 Fort Worth Museum of Science and History Page 6 of 6 �I-• � sao