HomeMy WebLinkAboutContract 55032 CSC No.55032
LICENSE-AGREEMENT BETWEEN THE CITY OFFORT WORTH
AND HELICOPTER INSTITUTE,.INC-.
THIS ]LICENSE AGR.EEMEN't."(f'A..gToement")' is made and entered:ii-ito by and
between the CITY OF FORT WORTH, TEXAS; 4 home rule Municipal Corporation of
the State, of Texas, located within Tarrant, Denton; Parker, and Wise Counties, Texas,
acting by and through its duly authorized Assistant City 'Manager ('Ticensor") and
.HELICOPTER INSTITUTE, INC., a.Texas .Corporation ("'Licensee") as of the.date Oil
which this Contract is executed by the last to sign of Licensor and.Licensee ('Effective
Date").
RECITALS
1. Licensor is the owner of 120.1 American Concourse; Suite 120. Fort Worth, Texas
-716 .to.gether with aiiy, easements, rights-of way, licenses,. interests,
ntetests, benefits.,
privileges:and rights appurtenant thereto (collectively,vely, the "Premises"), as shown
and.more particularly described on.the atta6hed:.Exhibit "A", incorporated-h. . .ertin
for all.purposes:
2. License�e desi r&s to-potentially lease the Premises for a.restaurant.
.3. Through this Agreement, Licensor will convey Licensee a temporary license to
access the as-built drawings for the proposed lease Apace as well as allow access to
the premises itself to.conduct.a feasibility study to:determine.:if the space will meet
the requirements for the Licensee's business,heedsi
AGREEMENT
In consideration of the mutual covenants, representations, warranties and
agreements contained herein; and for other good and valuable consideration, the receipt
and adequacy of which.are.hereby acknowledged, Licensor and Licensee agree asfollows-
1 Lieense Granted. Licensor hereby grants Licensee the non-rexclUsive limited right
to access the,property arid review the as-built drawings, for the Property solely for .the.
purpose:of dbferminingr the..feasibility.of refitilig out the Premises.for Licensee's business.
The Licens0e is hereby granted.the right to access to Suite 1.20 and.the ability
ility to review as-
built drawings. for the. Meacham Administration Building located at 201 American
Concourse. If License& desires to access these records for an additional time. period, a
signed written agreement for the,extension must be executed b s y both parties. Licensee
.5hall use the as-built drawings as provided,. without any Modifications or changes
Whatsoever,.
.a. Restrictions.. Licensee agrees that it shall not: (i) Copy 'any of the components
of the as-built drawings or other.written materials in which the Licensor has
provided authority to Licensee to review; (ii) Sublicense,distribute; dis.. lose
OFFICIAL RECORD
CITY SECRETARY
License Agreen*nt for As-fluilt DraWing Review FT.WORTH, TX
sell,:lease,brotherwi.so transfer The as built drawings:in whole of in part,to any
third.party; Usethe asmbuilt drawings or any portion.thereof for any purpose
be ond determining the feasibility of the premises for:the Licensee's business
or(iv)Use the as-built-drawings for any purpose urppse.not.expressly permitted by the
provisions of this Agreement. The reviewer of the:as-built drawings must be a
W`.2.employee of Licensee. Title in and to the:asmbuilt drawings remains
exclusively '.in Licensor, subject. to the express, limited, and non-exclusive
license-granted to Licensee putsuant to,this Agreement.. Licensee.is requited to
return All versions of*the:as-built drawings, whether in digital or paper format.,
to Licensor at,the end of the Term.
b. Acceptance of Licensed Premises. Licensee fakes all pp"ions,of the Premises
and all appurtenances. in "'AS IS" condition without any express. or.implied
.warranty on the part of the Licensor. Licensee accepts the Premises in their
present condition, finds them suitable.for the purposes intended, and.further
acknowledg:es that Licensee is thoroughly familiar with such condition by
reason of personal inspection and.does not rely on any representations by the
Licensor as to the condition of the Premises of`their
their suitability
ity' for the purposes
intended.
c. Public Safety. Licensee
icen.seQ shall. be.solely responsible for initiating,-maintaining,
and supervising
ising all safety precautions and, programs in connection with
Licensee's use:of the Premises..
d. Restoration pf:the Premises. Licensee. agrees to repair and restore.: (1) the
Premises; and (2) any Licensor property Licensee .damages; to. the game
condition_or better condition than the Premises or Licensor property'Was in
immediately prior to the execution of this Agreement as determined by. the
Director.. If Licensee .fails tQ` complete all repairs and restoration to the
. .MP .
.Premises and any other Licensor property prior to the expiration of the
Agreement, Licensor may, in its discretion. perfotm all such a'. and
. . . . . . . 1 1 1. . . repairs
restoration onbehalf of theLicensee. In this.event,Licensee wi.11 reimburse the
Licensor for the costs of such repairs and testorationj. and such reimbursement
will be*due:immediately upon written request of the Licensor.
2. Term. The License granted herein*shall be for.the Ter.m of 90'days from the date
in which this license.is executed by both parties.
I License Fee,On or before the Commencement Date,Helicopter Institute,Inc.must
pay the: City One Dollar and Zero Cents ($1.00) as consideration for of the as-built
drawings and.access to the i the tents of this Agreement.
premise
3. Confidential Information. Licensee,, for itself and its officers, agents and
employees, agrees that if shall treat all information provided to it by Licensor.'.specifically
License Agreement for As-Built.Drawing Review
the as-built drawings for the Premises, as confidential and shall not disclose any such
information to.a third party without the prior written approval of Licensor..
.4. Indemnity and Liability: LICENSEE COVENANTS AND AGREES TO AND
DOES HEREBY INDEMNIFY,HOLD..HARMLESS.AND DEFEND.,AT ITS OWN
EXPENSE, LICENSOR FROM AND AGAINST ANY AND ALL CLAIMS,
LAWSUITS, JUDGMENTS, ACTIONS., CAUSES OF ACTION, LIENS, LOSSES,
EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO,
ATTORNEY'S FEES:A." COSTS OF DEFENSE),PROCEEDINGS;DEMANDS,
DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR. NATURE,
INCLUDING, BUT NOT. LBUTED TO, THOSE. FOR PROPERTY LOSS
(INCLUDING, BUT NOT LIMITED TO,. WORKERS' 'COMPENSATION ACT
LIABILITY, LOST PROFITS,..AND PROPERTY DAMAGE) AND/OR PERSONAL
INJURY (INCLUDING, BUT NOT LIMITED TO., DEATH) TO ANY AND ALL
PERSONS; OR OTHER HARM FOR WHICH.RECOVERY .OF DAMAGES IS
SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL. OR
ASSERTED,ARISING O'U' TOF OR RESULTING FROM ANY-ACTS,ERRORSI).OR
OMISSIONS OF LICENSEE AND/OR SUBCONTRACTORS. AND
CONTRACTORS' AND THEIR RESPECTIVE OFFICERS, AGENTS,
EMPLOYEES;DIRECTORS,MEMBERS,PARTNERS,AND REPRESENTATIVES
IN CONNECTION WITH THE. EXECUTION, PERFORMANCE, ATTEAWTED
PERFORMANCE,OR-.NONPERFORMANCE OF THIS AGREEMENT OR FROM
THE USE AND OCCUPANCY OF THE PREMISES.
Licensee agrees to and-shall.release City.frorn-aiv and all liabil4y for injury,death,
darnage, or loss to persons or property sustained or caused by Licensee in
connection with or incidental to performance under this.Agreement or from.the use
qndoccu ancy'of the Premises. Further,.
Licensee shall require all ofits contractorsp
and subcontractoisto include in their subcontracts a release and indemnity in.favor
of City in substantially the game form as,above.
5. Termination for Convenience. The license to be.peiformedvnder this Agreement
may be terminated by either Party irrirbediately'upon written notice.
6. Right to-Audit, In accordance with fe.quire.m e.nts under Licensor's City Code,both
parties
es will have the right to audit.any.records related.to this License for.two (2)
years after the termination of the License.
7. Insurance. Company Must carry insurance as set.out in Exhibit.B, which is,
attached hereto and incorporated herein"for all purposes. Company's.Certificate of
Insurance should be. attached as.Exhibit C,
S. Notice. All notices required or permitted under this Agreement will be
License Agreement far As-Built Drawing..Review
conclusively determined. to have. been.delivered when.(i). hand-delivered to. the
other party, its agent..employee, servant, or.representative, or (ii) received by:the
other part.y by reliable overnight courier of United:States Mail, postage prdpaid-,:
return receipt requested, at.the address stated below or to such.other address as one
party may from time to time.notify the other in writing.
To THE CITY: To: HELICOPTER INSTITUTE,INC.:
Roger Venables Helicopter Institute,: Inc.
Interim Director Randy R6wles
Aviation Department 101 Aviator Way
City of Fort Worth Saginaw Texas 76t7.9..*.
With a:copy to:
Department of Law
City-ofFort Worth
Attn:. City Attorney
200 Texas Street
Fort North, Texas 76102
9. Choice of LAW;. Venue. This Agreement wi 11 be governed by and construed in
.accordance with the. laws of the State of Texas, If any action,., whether real or
asserted, at law br in equity, arises on the basis.of any provision ofthis Agreement,,
venue for such actionwill lie in.state courts located in Tarrant County,"Texas or the
United. States District Court f6r the Northern District of Texas - Fort Worth.
Division.
10i Binding.Effect. The terms. and provisions of this Agreement. Wi 11 inure to the.
bene.fit of and be binding upon Licensor And -Licensee and their respective
successors and.assigns and will.be covenants.running.with the-jd.hd.
11. Entire Agreement. This.Agreement.contains all of the agreements..be*twcen the
parties respecting, the subject, mattpr hereof,* and .noprior representations or
statements, verb-at or written; have:been:made modifying, adding.to, or changing
the terms of this instrument..
12. No Waiver:of.lrnmunitY. Nothing here in will be deemed to limk.oi waive the
.Sovereign or governmental immunity of City or Company-
13. AgigaMgg T-Iiis Agreement, in whole or in part,is not assignable by either party,
without.the express written_consent- of the other.party. Any attempt-to assign this
License.Agreement for As-Built Drawing Review
Agreement without the required consent.is void and without force..and effect.
14. SeverabilitV: if any provision o£this Contract.is held.to be invalid, illegal, or
unenforceable in any respect,,sucli invalidity,illegality,or unenforceability will not
affect any other provision, and this Contract will.be construed as:if`such invalid,
.illegal or.unenforceable provision had never been contained herein.
85. Counteoarts and Electronic.SianAtures. This Agreement may be executed in
several counterparts,.each of which will be deemed:an..original, .but all:of which.
together will constitute one and the saine instrument: A signature received via
facsimile or.electronically via email shall be as legally bihdii g.for all purposes as
an original signature.
[Signatures Pages to Follow]
License Agreement for As-Built Drawing Review
This Agreement is executed as of the Effective Date.
LICENSOR.:. CITY-OF FORT WORTH,.TEXAS
,7D cf—
Ay:Fernando Costa(Dec 14,202010:42 CST)
,dp94Un� Date:
b
9 F FORp�a��
A.° d
°
is o °°�=d Attest
°o a dd
* Ronald P. Lo_ les,Assisfant LHX secrefaa
a�nnEXp5o4d Ronald P.Gonzales,Assistant City Secretary(Dec 14,202014:26CST)
M&C: N/A
Date:.
DOE# N/A
Approved as to Legality. and Form
Assistant City Attorney
LICENSEE: HELICOPTER INSTFrUi`E,INC.
By:
Na. e i
Title:
Date: i�_- Z 2v2-c-;?
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
License Agreement'forAs=Built biawing Review
DIRECTOR APPROVAL:
By:
Roger Venables
Aviation Director
Date:
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.
9'_4aA�_?aa
Real Property Manager
Barbara Goodwin
Print Name
OFFICIAL RECORD
CITY SECRETARY
License Agreement for As-Built Drawing Review FT.WORTH, TX
EXHIBIT "A"
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MEACHAM OFFICE BUILDING Hoffer ptxr,,lors Fort Worth Texas 76IC37
Stanford fa 7"9`' 0P.0
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FORT WORTH,TX iniennrs i7x r3 t 7.309.C1F92
License Agreement for As-Built Drawing Review
EXHIBIT "B"
INSURANCE REQUIREMENTS
1.61 Du to Acquire and Maintain. Company will ensure that a policy or policies.of insurance
are procured and maintained at.all times; in.full force and effect;to provide coverage of the types
and.amounts specified herein, naming the City as an additional insured as set.forth herein; and
covering all public risks ireiated .to. the: use, .occupancy,:condition, .maintenance, existence, .or
location of the Premises. The insurance required hereunder may be-mO by a combination of self
insurance:and primary and Excess policies.
1.02 Tynes.and Amounts of CoveraLe Required
a. Cominercial.General.Liability:
(1) $1;Q00,040.00 per occurrence,, $2,000,000.00 aggregafe, 'including
coverage for the following: (i) Premises Liability; (ii).independent contractors;
(iii).products/completed operations;.(iv) personal injury; (v) contractual liability;
(Vi)explosion,collapse,and underground property damage
b. Property Damage Liability:
(1) $:.1,OQ0,000:QO per:occurrence
C. Umbrella Policv
(1) $5,00.0,060.00
d, Environmental Impairment Liability(EIL)and Pollution Liability
(1) $2,000,000 per occurrence.
(2} $5,000;0.00 aggregate
e. Automobile.Liability:
(1). .$1,0.00,000.00 Each accident on a combined single-limit basis
f. Worker's Compensation;
(1) As required by law
g. Employer's Liability:
(1) $1,000,000600 per accident
1.03 Revisions to:Required Cov_eogee. At..the reasonable recommendation of the City's Risk
Manager,the City may at anytime.revise insurance coverage requirements and limits required by
this License: Company`agrees.that within ten(10)days'of receipt of written notiee from..the City,
all such revisions requested.by the.City will.be.implemented. The policy or policies of insurance
Will be endorsed to provide that no material changes in coverage; including, but'not limited to,
cancellation.,terimination.,non-renewal,or arriendment,will be made without thirty. (30)days'prior
Liwnse.Agreementfar.As-Built Drawing•Review
written notice to.thetity.
1.04 Underwriters and Certificates. The insurers for all,-Dolicies must be licensed:and aporoved.
to d&.business inthe State of Texas. Except.for Workers? compensation, all insurers must have a
minimum rating of.A.: VII in the current A. M. Best Key Rating Guide or have reasonably
equivalent'financial strength and solvency to the satisfaction of Risk.Management, If the.rating is
below that required, prior written approval of the City's Risk Management Division is required.
Within.t.611i(10)'business days following.execution.of this-Li C*Pnse; Company will ensure that:City
is.furnished with certificates.of insurance signed by the.respective companies as proof that the types
and amounts of insurance-coverage-required herein have been obtained:. In:addition,Company will,
-on demand provide the City with evide.ncethaf it has Maintained such coverage.in full force and
1.6 Deductibles. Deductible.or self-insured retention limits on.any line of coverage required
herein will not exceed $25,00(0.00 in the.annual aggregate.unless:the limit per occurrence or per
fine of coverage,or-aggregate.is otherwise approved by the City..
L.O& No Limitation of Liability. The insurance.requirements set
t-forth.in this section and any
recovery.by theCity of any sum by reason of apy-irisiitance policy required underthis License will
in no way be construed.or affected to limit or.in any Way affect Company's liabi lity.46 the.City.or
otherpersorts as prpyided by this Agreement.or Jaw.
407 Umbrella.or Excess Liability; If insurance policies are.not wtitten-Tor#ecified::coverage
lim.its,.an Umbrella or Excess.Liability insurance for any differences is required. Excess Liability
will follow form of the primary coverage.
1.08, Additional insured, The City, its officers,employees and volunteers
luntepis will be named as an
Additional-Insured.on the Automobile and Commercial-General.Liability policies.
1.09 Waiver .of.Subrogatton. The insurance will include a waiver of rights of.recovery
(subrogation}in.favor:of'the City of Fort Worth.
.1.10 'Canies bf'.Policies and Endorsements. City will be.entitled,,upon request and Without
expense to.receive copies.-of policies and endorsements thereto and may Make any:reasonable
.requests for deletion or revision or modifications of particular policy terms;conditions,limitations,
or exclusions in order to comply With the requirements of this Agreement except where policy
established by or binding upon either of party.-pr,th provisions are-esta'b e underwriter on
any such policies.
1.11 Cortificate. of Insurance. Company WIN submit.to. the City a.certificate of insurance
-evidencing all required insurance coverage and any applioa b16:endorsements.
License Agrcerneni for M-Ruilt Drawing Review
EXHIBIT C
Ac fPW> CERTIFICATE OF LIABILITY INSURANCE 7aWo°r"
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS
CERTIFICATE DOES NOT AFFRMATtVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER
IMPORTANT: It the certificate holder is an ADDITIONAL INSURED,the policygirs►must be endorsed. If SUBROGATION IS WAIVED.subject to
the terns and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the
certificate holder in lieu of such endcrsemen s.
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201 ANERICAN CONCOURSE,SUITE 330 ACCORDANCE MTN THE POUCY PRO'OISIONS,
FORT WORTH.TX 76 105-2740
AUF1pn1ZED REPRESEWA`tTJE
c;1988-2010 ACORD CORPORATION. All rights reserved_
ACORD 25(2010115) The ACORD name and logo are registered marks of ACORD
License Agreement for As-Built Drawing Review