HomeMy WebLinkAboutContract 54280 CSC No.54280
COVID-19 TESTING SITE LICENSE AGREEMENT
BETWEEN THE CITY OF FORT WORTH
CHRIST CHURCH ASSEMBLY OF GOD
THIS LICENSE AGREEMENT("Agreement")is made and entered into by and between the
CITY OF FORT WORTH,a home rule municipal corporation of the State of Texas ("Licensee"
or "City") and CHRIST CHURCH ASSEMBLY OF GOD, a Texas Non-profit Religious
Corporation, ("Licensor").
WHEREAS, Licensor is the owner of certain property located at 5301 Altamesa Blvd.,
Fort Worth,TX 76123; and
WHEREAS, due to the COVID-19 outbreak,the City has declared a State of Emergency
and has determined that extraordinary and immediate measures must be taken in order to ensure
the health and safety of the citizens of the City of Fort Worth and the surrounding area; and
WHEREAS, in order to minimize the spread of COVID-19, the City requires additional
outdoor space to install temporary"pop-up"COVID-19 testing sites throughout the City; and
WHEREAS,in support of the City's mission to protect the health and safety of the ctizens
of Fort Worth and the surrounding area and to minimize the impacts of COVID-19, Licensor has
offered to license a portion of Licensor's property to the City; and
WHEREAS, City and Licensor wish to set forth Cher terms by which the City may use a
portion of Licensor's property for installing and operating an outdoor COVID-19 testing site.
NOW,THEREFORE,in consideration of the covenants and agreements contained in this
Agreement,Licensor and Licensee hereby agree as follows:
Licensed Premises; Use of Premises. For and in consideration of the agreements of the parties
expressed herein, Licensor does hereby grant to Licensee the use of a portion of outdoor space
located at 5301 Altamesa Blvd., Fort Worth, TX 76123 (the "Premises") as set forth in greater
detail in Exhibit A,which is attached hereto and incorporated herein for all purposes.The Premises
will be open to the public and will be used solely by Licensee as an outdoor, temporary, "pop-up"
COVID-19 testing site(the"Testing Program"). Licensor shall retain the right to use the Premises
to the extent that Licensor's use does not interfere with Licensee's use of the Premises for the
Testing Program.
I.Term and License Fee.
I.I. Term. Unless terminated earlier pursuant to the terms herein,the initial term of
this Agreement shall be effective beginning on the 11 th day of August,2020 and ending on October
6th, 2020 ("Term"). The City will provide COVID-19 testing at the Premises in accordance with
the schedule set forth in Exhibit B, which is attached hereto and incorporated herein for all
purposes, and at other dates and times as may be agreed upon by the parties. The Term may be
extended by the written mutual agreement of the parties.
OFFICIAL RECORD
CITY SECRETARY
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1.2. License Fee. Nothing herein shall constitute an obligation of City funds.
Neither party shall owe any amount of money for any reason whatsoever to the other party for
services rendered in connection with this License Agreement. City shall not be liable nor owe any
payment, fee, cost, penalty, or money for any other reason whatsoever to Licensor. City and
Licensor expressly agree and stipulate that this License Agreement is based on valuable consideration
and an exchange of promises that will be independently beneficial to both parties. Specifically,
Licensor agrees that the City will provide a benefit to Licensor by encouraging the health and well-
being of citizens in the City of Fort Worth and the surrounding area. Licensor has accepted this as
valuable consideration for its obligations under this License Agreement. Additionally,City agrees that
the Licensor will provide a benefit to City by providing the City with the use of the Property in
accordance with this License Agreement.
2. Licensor's Duties and Responsibilities.In addition to any other duties and responsibilities set
forth in this License Agreement,Licensor shall:
2.1. If possible,provide restroom facilities for Licensee staff, contractors, volunteers,
and partners;
2.2. Ensure the Premises is suitable for its intended purpose;
2.3. Provide parking at the Premises sufficient to serve the purpose of the Testing
Program,including,but not limited to,parking for City staff,contractors,and partners.
2.4. Permit City to bring into the Premises any equipment, including signage, and
supplies reasonably necessary to further the purposes of the Testing Program.
2.5. If necessary,provide staff to lock and unlock the Premises and arm and disarm any
security system;
2.6. Designate a Licensor employee to serve as the point of contact for logistic and
reporting requirements. The initial point of contact shall be:
Chennette Messick,Business Administrator
Email: cmessick@christchurchfw.com/Phone: 817.292.9292
2.7. As soon as is reasonably practical,notify Licensee,through its point of contact,of
any unforeseen closure of the Premises;
2.8. Allow Licensee to photograph,video, graphically depict and publicly display the
Premises and other documentation of the Testing Program for any non-commercial purpose
whatsoever;
2.9. Notify Licensee,through its point of contact, of all complaints received related to
Licensee's use of the Premises.
3. Licensee's Duties and Responsibilities. In addition to any other duties and responsibilities
set forth in this License Agreement,Licensee shall:
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3.1. Manage and operate all aspects of the Testing Program.
3.2. Provide a Testing Program Coordinator to help oversee implementation and
supervision of the Testing Program and work collaboratively with Licensor in the delivery of the
Testing Program services. Among other things, City's Testing Program Coordinator will
communicate with Licensor on issues related to the Testing Program,including the installation and
removal of any City equipment necessary for the operation of the Testing Program,
3.3. Designate a point of contact and Testing Program Coordinator for Testing Program
administration and logistics.The initial point of contact and Testing Program Coordinator shall be:
Cody Whittenburg
Email:Cody.Whittenburg@fortworthtexas.gov
Phone: 817.392.5455
3.4. Each day, assemble and install all necessary equipment for the operation of the
Testing Program and remove all equipment and clean-up before leaving the Premises.
4. Condition of the Premises. LICENSEE EXPRESSLY ACKNOWLEDGES AND
AGREES IT HEREBY ACCEPTS THE PREMISES,AS IS,WHERE IS,AND WITHOUT ANY
WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE
INTENTION OF THE LICENSOR AND LICENSEE TO EXPRESSLY NEGATE AND
EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY LAW,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF SUITABILITY,
AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE,CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF
THE STATE OF TEXAS.
5. Security Deposit. Licensor and Licensee each acknowledge and agree that no security
deposit for the Premises has been received by the Licensor from Licensee, and therefore, the
Licensor shall have no obligation to refund any such amounts to Licensee upon the termination of
this Agreement.
6. Utilities and taxes. All utilities and taxes related to the Premises will be paid by the
Licensor.
7. Repairs and Maintenance. If deemed necessary or desirable by Licensor, any such
repairs(including structural repairs)or general maintenance shall be Licensoe's sole responsibility
and expense. Licensee shall maintain the Premises as necessary to serve Licensee's purposes
hereunder. Notwithstanding the foregoing, Licensor shall not be obligated to make any repair
necessitated by the negligence of Licensee or by any breach of this Agreement by Licensee.
8. Alterations and Improvements. Licensee shall make no alterations or improvements to
the Premises without the prior written consent of the Licensor. Any Licensee improvements
approved by the Licensor and made by Licensee after the Effective Date which remain on the
Premises after the termination of this Agreement may become the property of the Licensor and may
be disposed of as the Licensor may determine with no liability or obligation to Licensee.
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9. Insurance.
9.1. The Licensor shall have no contractual obligation to insure the Premises or any of
Licensee's personal property located thereon or therein.
9.2. Licensee is a self-funded entity and as such may not maintain a commercial
liability insurance policy to cover premises liability. Damages for which Licensee would ultimately
be found liable would be paid directly and primarily by the Licensee and not by a commercial
insurance company.
10. Indemnity; Limitation of Right of Recovery against Licensee. Except for the gross
negligence or willful misconduct of Licensee, or a breach of this Agreement by Licensee or its
agents, attorneys, employees, contractors, representatives, officers, directors, and related parties,
Licensor agrees to indemnify and hold harmless the Licensee and its agents,attorneys, employees,
contractors, representatives, officers, directors, and related parties (the "Licensee Indemnified
Parties") of and from any claim, assertion, demand, right, or cause of action arising out of
Licensee's use of the Premises or the performance of this Agreement.
11. Assignment or Encumbrance.
11.1. Without the prior written consent of the Licensor, which may be withheld in the
Licensor's sole discretion,Licensee may not mortgage,pledge,encumber or assign this Agreement
or sublet the Premises, in whole or in part, to any person, firm, or corporation. Any attempted
sublease or assignment without such consent shall be void and of no effect.
11.2. Licensee agrees to prevent any mechanic's, materialmen's, laborer, or any other
lien from being placed upon all or any portion of the Premises or improvements thereto. In addition
to any other indemnity obligations of Licensee herein, Licensee agrees to hold harmless the
Licensor Indemnified Parties from and against any and all liabilities for damages occasioned by
such liens,to the extent allowed by law.
12. Defaults and Remedies.
12.1. Licensee's failure to perform or observe any covenant or condition of this
Agreement shall, if continuing for thirty (30) days after written notice thereof to Licensee,
constitute an"Event of Default"hereunder.
12.2. This Agreement and the term and estate hereby granted and the demise hereby
made are subject to the limitation that if and whenever any Event of Default shall occur, the
Licensor may, at its option, terminate this Agreement, in which event Licensee shall surrender
possession of the Premises to the Licensor, and in connection therewith the Licensor may enter
upon and take possession of the Premises and expel or remove Licensee after Licensee receives
notice of such Event of Default.
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12.3. In the event the Licensor elects to terminate this Agreement by reason of an Event
of Default,then,notwithstanding such termination,Licensee shall be liable to the Licensor for the
sum of any indebtedness accrued to the date of such termination.
13. Termination. Either party may terminate this agreement without cause by providing
fourteen (14)days' written notice to the other party.
14. Notices.
14.1. All notices to the Licensor shall be sent to:
Chennette Messick,Business Administrator
Christ Church Fort Worth
5301 Altamesa Blvd
Fort Worth,TX 76123
14.2. All notices to Licensee shall be sent to:
City of Fort Worth
Maribel Martinez
Office of Emergency Management
200 Texas Street
Fort Worth,TX 76102
With a copy to:
City of Fort Worth
City's Attorney Office
200 Texas Street
Fort Worth,Texas 76102
14.3. Mailing of all notices under this Agreement shall be deemed sufficient if mailed
certified, return receipt requested and addressed as specified herein to the other party's address.
All time periods related to any notice requirements specified in this Agreement shall commence
upon the terms specified in the section requiring the notice. In the absence of any such provision,
notice shall be deemed effective on the earlier of actual receipt or three (3) days after mailing.
15. No Options or Rights of First Refusal. It is expressly agreed and acknowledged that this
Agreement is limited to the Premises. Licensee shall have no rights to use from the Licensor any
lands other than this Premises, and all options or rights of first refusal in and to any portion of the
Premises,if any,are hereby expressly terminated.
16. Entire Agreement; Modification. This Agreement shall constitute the entire agreement
of the Licensor and Licensee, and shall supersede any prior agreements, either oral or written,
pertaining to the Premises. This Agreement cannot be changed or modified orally,but only by an
instrument in writing signed by both parties.
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17. Waivers. One or more waivers of any covenant,term, or condition of this Agreement by
either the Licensor or Licensee shall not be construed as a waiver of a subsequent breach of the
same covenant, term, or condition. The consent or approval by either the Licensor or Licensee to
or of any act by the other party requiring such consent or approval shall not be deemed a waiver or
render unnecessary consent to or approval of any subsequent similar act.
18. No Partnership. No provisions of this Agreement shall be deemed or construed to
constitute a partnership or joint venture. Licensee shall have no express or implied right or
authority to assume or create any obligations on behalf of or in the name of the Licensor.
19. Choice of Law, Venue. This Agreement and the relationship created hereby shall be
governed by the laws of the State of Texas. Exclusive venue for any action brought to interpret or
enforce the terms of this Agreement or for any breach shall be in Tarrant County, Texas.
20. Construction. Paragraph headings used in this Agreement are intended for convenience
only and not necessarily to describe the intent of a particular Paragraph and therefore shall not be
construed as limiting the effect of any provision of this Agreement.
21. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or
construed to waive either party's sovereign immunity.
22. Charitable Immunity.Licensor agrees that if it is a charitable organization,corporations,
entity or individual enterprise having, claiming or entitled to any immunity, exemption(statutory
or otherwise) or limitation from and against liability for damage or injury to property or persons
under the provisions of the Charitable Immunity and Liability Act of 1987, C.P.R.C., § 84.001 et
seq., or other applicable law, that Licensor hereby expressly waives its right to assert or plead
defensively any such immunity or limitation of liability as against Licensee.
23. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
24. Effectiveness. This Agreement shall be binding upon the Licensee only when signed by
its Assistant City Manager and shall be of no force and effect until so executed.
25. Time is of the Essence. Time is of the essence of this Agreement and each and every
provision hereof.
COVID-19 Testing Site License Agreement between the
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EXECUTED this 1 lth day of August , 2020.
LICENSEE: LICENSOR:
CITY OF FORT WORTH,a home-rule CHRIST CHURCH ASSEMBLY OF GOD
municipal corporation of the State of Texas
s — Cheee t e tilt fN(
Jesus J.Chapa(Aug 11,2620 20:56 CDT) Chennette Messick(Aug 10,202016:24 CDT)
Jay Chapa Chennette Messick
Deputy City Manager Business Administrator
APPROVAL RECOMMENDED:
M�t�rde�Ma�ftnez
By: Maribel Martinez(Aug 10,202016:27 CDT)
Name: Maribel Martinez
Title: Emergency Management Coordinator
CONTRACT COMPLIANCE MANAGER
By signing,I acknowledge that I am the person responsible for the monitoring and administration
of this contract,including ensuring all performance and reporting requirements.
Tas-tin Cox
By: Justin Cox(Aug 11,2020 20:29 CDT)
Name: Justin Cox
Grants Manager/OEM
APPROVED AS TO FORM AND LEGALITY:
By: Matt Murray(Aug 11,2020 20:31 f )
Matthew Murray
Assistant City Attorney
No M&C required. Ordinance No.24161-04-2020
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By:
Mary Kayser
City Secretary
Form 1295:Not required
M&C:Not Required
OFFICIAL RECORD
CITY SECRETARY
COVID-19 Testing Site License Agreement between the
City of Fort Worth and Christ Church Assembly of God FT. WORTH, TX 7 of 9
Exhibit
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Testing Site License Agreement
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Exhibit`B"
Schedule
Times and dates may vary based on community need, facility availability,
and mutual agreement of the parties.
Tuesday Wednesday Thursday Friday
Council District 5 Council District 7 Council District 9 Council District 3
Council District 4 Council District 2 Council District S Council District b
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