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CONTRACT
RECIPROCAL MAINTENANCE LICENSE AGREEMENT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
THIS RECIPROCAL MAINTENANCE LICENSE AGREEMENT ("Agreement") is
made and entered into by and between Event Facilities Fort Worth, Inc., a Texas non-profit
corporation, acting by and through Mike Groomer, its duly authorized President ("EFFW"), and
the City of Fort Worth, a home -rule municipal corporation of the State of Texas, acting by and
through Susan Alanis, its duly authorized Assistant City Manager ("City"), as of September 26,
2013 ("Effective Date").
RECITALS
WHEREAS, the City owns certain parkland located at 3220 Botanic Garden Boulevard,
Fort Worth, Texas, such land being described on Exhibit "A" attached hereto and being
commonly known as the Fort Worth Botanic Garden ("City Property"); and
WHEREAS, EFFW owns that certain tract of land located at 3400 Bryce Avenue, Fort
Worth, Texas, such land being described on Exhibit "B" attached hereto and being immediately
adjacent to the City Property ("EFFW Property"); and
WHEREAS, the City Property and the EFFW Property share the common boundary line
depicted on Exhibit "C" attached hereto ("Boundary Line"); and
WHEREAS, the City constructed certain fencing and other improvements on the City
Property along the Boundary Line ("Botanic Garden Fence"); and
WHEREAS, EFFW constructed certain fencing and other improvements on EFFW
Property along the Boundary Line ("EFFW Fence"); and
WHEREAS, the City and EFFW are willing to grant to each other non-exclusive access
to certain portions of their property in order for each to maintain and repair their fences.
NOW, THEREFORE, for and in consideration of the mutual agreements stated herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. ACCESS LICENSES AND LIMITATIONS.
(a) Botanic Garden Fence.
(i) In order to facilitate the maintenance and repair' a� . -� •
,, R. •� n
Fence, EFFW grants to the City non-exclusive ingress, egress an access over a W's
Reciprocal Maintenance Licenses Agreement between City of Fort Worth
and Event Facilities Fort Worth, Incp E C E 1 f E ® NOV 2 7 Zi3
ut MORITA1
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the area extending five feet (5') beyond the Boundary Line onto the EFFW Property (the
City Maintenance Area").
(ii) The City will schedule all access of the City Maintenance Area in
coordination with, and notice to, EFFW. At a minimum, the City shall provide advanced
notice to EFFW prior to any access as follows: twenty -foul (24) hours' notice prior to
inspections, seventy-two (72) hours prior to minor maintenance, and thirty (30) days prior
to major maintenance. Advanced notice is not required for emergency access or access
that is necessary to preserve the health and safety of the general public In the event of
any conflict between access by the City and the activities of EFFW on the City
Maintenance Area, the activities of EFFW shall take absolute precedence, except where
advanced notice may not be required.
(iii) The City shall take all reasonably necessary precaution to prevent damage
or disturbance to the t1FFW Property (including all trees and vegetation thereon and the
contour thereof) during the exercise of the City's rights and obligations under this
Agreement.
(iv) To the extent that the EFFW Property, or any improvement thereon
existing as of the Effective Date is damaged or altered in connection with the City's
activities under this Agreement, the City shall restore same to a condition that is similar
to or better than that which existed as of the Effective Date.
(v) If the Botanic Garden Fence is removed for whatever reason or cause, the
City shall be responsible for all costs associated with such removal including, but not
limited to, deinstallation, transportation, required iemediation, and restoration of the
EFFW Property to a condition that is similar to or better than that which existed as of the
Effective Date.
(vi) The City shall be solely responsible for initiating, maintaining, and
supervising all safety precautions and programs in connection with use of the City
Maintenance Area.
(vii) The City's activities under this Agreement shall be conducted in such a
manner as to cause the least possible interference with the use of the EFFW Property by
EFFW and the general public.
(b) EFFW Fence.
(i) In order to facilitate the maintenance and repair of the EFFW Fence, the
City grants to hFFW non-exclusive ingress, egress and access over and across the area
extending five feet (5') beyond the Boundary Line onto the City Property (the ` EFFW
Maintenance Area").
(ii) EFFW will schedule all access of the EFFW Maintenance Area in
coordination with, and notice to, the City. At a minimum, EFFW shall provide advanced
notice to the City prior to any access as follows: twenty-four (24) hours notice prior to
inspections, seventy-two (72) hours prior to minor maintenance, and thirty (30) days prior
Reciprocal Maintenance Licenses Agreement between City of Fort Worth
and Event Facilities Fort Worth, Inc. Page 2 of 11
to major maintenance. Advanced notice is not required for emergency access or access
that is necessary to preserve the health and safety of the general public. In the event of
any conflict between access by EFFW and the activities of the City on the EFFW
Maintenance Area, the activities of the City shall take absolute precedence, except where
advanced notice may not be required.
(iii) EFFW shall take all reasonably necessary precaution to prevent damage or
disturbance to the City Property (including all trees and vegetation thereon and the
contour thereof) during the exercise of EFFW's rights and obligations under this
Agreement.
(iv) To the extent that the City Property, or any improvement thereon existing
as of the Effective Date, is damaged or altered in connection with EFFW's activities
under this Agreement, EFFW shall restore same to a condition that is similar to of better
than that which existed as of the Effective Date as soon as reasonably practible.
(v) If the EFFW Fence is removed for whatever reason or cause, EFFW shall
be responsible for all costs associated with such removal including, but not limited to,
deinstallation, transportation, required remediation, and restoration of the City Property
to a condition that is similar to of better than that which existed as of the Effective Date.
(vi) EFFW expressly acknowledges and agrees that the City shall have no
obligation to make repairs or to maintain the EFFW Fence or the EFFW Maintenance
Area EFFW shall be solely responsible for initiating, maintaining and supervising all
safety precautions and programs in connection with construction of the EFFW Fence and
the associated use of the EFFW Maintenance Area.
(vii) EFFW's activities under this Agreement shall be conducted in such a
manner as to cause the least possible interference with the use of the City Property by the
City and the general public.
2. TERM. This Agreement shall begin on the Effective Date and expire one year
thereafter. This Agreement will automatically renew annually unless it is otherwise terminated
prior to the date for renewal.
3. TERMINATION. This Agreement may be terminated at any time by either party
with written notice delivered to the other party.
4. DEFAULT.
(a) Event of Default. A party shall be in default of this Agreement if any of its duties
and obligations set forth in any portion of this Agreement are not performed ("Event of
Default").
(b) Notice to Cure If the non -defaulting party determines that an Event of Default
has occurred, the non -defaulting party shall provide a written notice to the defaulting party that
describes the nature of the Event of Default. The defaulting party shall have fourteen (14)
calendar days from the date of receipt of this written notice to fully cure or have cured the Event
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of Default (or a reasonable period thereafter if a cure is commenced with the fourteen (14) day
period and is diligently pursued to completion). If the defaulting party reasonably believes that it
will require additional time to cure the Event of Default, the defaulting paity shall promptly
notify the non -defaulting party in writing during the fourteen (14) day period, and shall have a
reasonable period thereafter to complete the cure.
(c) Cure by Non -Defaulting Party. If an (bent of Default has not been cured within
the time frame specifically allowed under Section 5(b), the non -defaulting party shall have the
right to provide for the performance of the cure, and the defaulting party shall reimburse the non -
defaulting party within thirty (30) calendar days for all reasonable and actual expenses related to
the cure upon written request.
5. INSURANCE
(a) City's Contractors• Any contractors of the City accessing the City Maintenance
Area shall maintain in effect the following insurance coverages:
(i) Commercial general liability: $500,000.00 combined single limit per
occurrence for bodily injury, personal, and property damage; minimum $1,000,000 00
aggregate (the general aggregate limit shall apply separately to the City Maintenance Area
or the general aggregate shall be twice the required occurrence limit); and
(ii) Automobile liability insurance: $1,000,000.00 each accident on a
combined single limit basis (but only to the extent that vehicles will be operated in the
City Maintenance Area).
(iii) The City shall furnish EFFW with certificates of insurance evidencing the
coverages requned by this clause. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. In addition,
EFFW, its officers, and employees are to be endorsed as an "Additional Insured."
(b) EFFW Any contractors of EFFW accessing the EFFW Maintenance Area shall
maintain in effect the following insurance coverages:
(i) Commercial general liability: $500,000.00 combined single limit per
occurrence for bodily injury, personal, and property damage; minimum $1,000,000 00
aggregate (the general aggregate limit shall apply separately to the EFFW Maintenance
Area or the general aggregate shall be twice the required occurrence limit); and
(ii) Automobile liability insurance: $1,000,000.00 each accident on a
combined single limit basis (but only to the extent that vehicles will be operated in the
EFFW Maintenance Area).
(iii) EFFW shall furnish the City with certificates of insurance evidencing the
coverages required by this clause. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. In addition,
the City, its officers, and employees are to be endorsed as an "Additional Insured."
Reciprocal Maintenance Licenses Agreement between City of Fort Worth
and Event Facilities Fort Worth, Inc. Page 4 of 11
6. RESERVATION OF RIGHTS. EFFW and the City expressly reserve the right
to use and grant to otheis the right to use their own propeity that is the subject of this Agreement
for any purpose' provided, however, that in granting subsequent authorization for use, EFFW
and City will not allow a use that will unreasonably interfere with the other party's use of the
maintenance areas as provided herein
7. NOTICES. All written notices called for or required by this Agreement shall be
addressed to the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
City:
City of Fort Worth
Attn: City Manager
1000 Throckrnorton
Fort Worth, TX 76102
EFFW:
Event Facilities Fort Worth, Inc.
Attn: Mike Groomer
505 Main Street, Suite 240, MS-21
Fort Worth, Texas 76102
with copies to:
the City Attorney and the Park and Community Services Director at the City's same
address.
8. INDEMNIFICATION. EFFW COVENANTS AND AGREES TO AND DOES
HEREBY RELEASE, INDEMNIFY. HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS. SERVANTS, REPRESENTATIVES, AND EMPLOYEES FROM,
AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE,
PERSONAL INJURY. OR ANY OTHER TYPE OF LOSS OR ADVERSE
CONSEQUENCE RELATED IN ANY WAY TO EFFW'S AND/OR ITS CONTRACTORS'
USE OF OR ENTRANCE UPON THE PROPERTY OF THE CITY. EXCEPT THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY
LIABILITY RESULTING FROM THE NEGLIGENCE OR WILFULL MISCONDUCT
OF THE CITY.
9 GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by applicable laws of the State of Texas.
10. CONTRACT CONSTRUCTION. The parties acknowledge that each party and,
if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the diafting party must
not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.
11. SUCCESSORS AND ASSIGNS. The terms and provisions of this Agreement
shall inuie to the benefit of and be binding upon EFFW and City and their respective successors
and assigns shall be covenants running with the land.
12. NO THIRD -PARTY BENEFICIARIES. This Agreement shall inure only to
the benefit of the parties hereto, their successors and assigns. No other thiid person shall be
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and Event Facilities Fort Worth, Inc. Page 5 of 11
considered a third party beneficiary of this Agreement Each party hereto shall be solely
responsible for the fulfillment of its own third party contracts or commitments.
13. SEVERABILITY. The provisions of this Agreement are severable, and if any
word, phrase, clause, sentence, paragraph, section, or other part of this Agreement or the
application thereof to any person or circumstance shall ever be held by any court of competent
jurisdiction to be invalid of unconstitutional for any reason, the remainder of this Agieement and
the application of such word, phrase, clause, sentence, paragraph section, or other part of this
Agreement to other persons or circumstances shall not be affected thereby, and this Agreement
shall be construed as if such invalid or unconstitutional portion had never been contained therein.
14. VENUE. If any action, whether real or asserted, at law or in equity, arises on the
basis of any provision of this Agreement, venue for such action shall lie in Tarrant County,
Texas or the United States District Court for the Northern District of Texas, Fort Worth Division.
15. GOVERNMENTAL POWERS AND LIMITATIONS,. By execution of this
Agreement, the City does not waive or surrender any of its governmental powers.
16. ENTIRE CONTRACT. This Agreement (including the attached exhibits)
contains the entire agreement between EFFW and the City, and no oral statements of prior
written matters not specifically incorporated herein are of any force and effect. No modifications
are binding on either party unless set forth in a document executed by that party.
17. COUNTERPARTS. This Agreement may be executed in several counterparts,
all of which when taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Blank]
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and Event Facilities Fort Worth, Inc. Page 6 of 11
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of
the date first above written in Fort Worth, Tarrant County, Texas.
EFFW:
Event Facilities Fort Worth, Inc.,
a Texas non-profit corporation
By:
Mike Groomer
President & CEO
Reciprocal Maintenance Licenses Agreement between City of Fort Worth
and Event Facilities Fort Worth, Inc.
CITY:
City of Fort Worth,
a Texas municipal corporation
By:
Swan Alanis
Assistant City Manager
APPROVED AS TO FORM AND
LEGALITY:
Tyle .„- allach
Assistant City Attorney
Kfrnait,
�� 1
CMafy Kayser
City Secretary
71 3
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,
Page 7of11
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on November 4, 2013, by Mike Groomer,
President and CEO of Event Facilities Fort Worth, Inc., a Texas non-profit corporation on behalf
of said corporation.
Arn L.
Notary Public, State of Texas
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF TARRANT
This instru
ment was acknowledged before me on ( OVtWttaJ1\ { , 2013, by
Susan Alanis, Assistant City Manager of the City of Fort Worth, a Texas municipal corporation,
on behalf of the City of Fort Worth.
Sot 0 4C L
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410 g.YinCi;%
011111
LINDA M. H!RRL(NGER
MY COMMISSION EXPIRES
February 2, 2014
clk, G71 4UAtun.
Notary Public, State of Texas
Reciprocal Maintenance Licenses Agreement between City of Fort Worth
and Event Facilities Fort Worth, Inc.
Page 8of11
EXHIBIT "A"
CITY PROPERTY DESCRIPTION
BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, located in
the City of Fort Worth, Tarrant County, Texas, and being all of a tract of land described as
SECOND TRACT" in the Warranty Deed to City of Fort Worth a municipal corporation of
Tarrant County, Texas, as recorded Volume 1843, Page 461, of the Deed Records of Tarrant
County, Texas and being all of a tract of land described in the Warranty Deed to City of Fort
Worth Texas, a municipal corporation as recorded in Volume 3873, Page 108 of the Deed
Records of Tarrant County, Texas;
Reciprocal Maintenance Licenses Agreement between City of Fort Worth
and Event Facilities Fort Worth, Inc. Page 9 of 11
EXHIBIT "B"
EFFW PROPERTY DESCRIPTION
BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, located in
the City of Fort Worth, Tarrant County, Texas, and being all of a tract of land described as
`TRACT ONE" in the Special Warranty Deed to Event Facilities Fort Worth, Inc , as recorded
under County Clerk's Document Number D202035150 of the Deed Records of Tarrant County,
Texas;
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and Event Facilities Fort Worth, Inc. Page 10 of 11
SCALE • 1 = 100'
F 1-
FOUND 1/2" IRON ROD
WITH CAP STAMPED
"BRITTAIN CRAWFORD'•
EXHIBIT "C"
EXHIBIT C
LOT A, BLOCK 1
TRINITY VALLEY INDUSTRIAL ADDITION
VOLUME 388-98, PAGE 21
P.R.T.C.T.
SET 5/8" IRON ROD
WITH CAP STAMPED
"DUNAWAY ASSOC. LP"
E5-463
A�tiT �O 1
Z �NIg�GC
EVENT FACILITIES
TRACT ONE"
COUNTY CLERK'S
DOCUMENT NO. 202035150
D.R. T. C. T.
N 89'52'13"W
555. nA'
CC
SET 5/8" IRON ROD
WITH CAP STAMPED
"DUNAWAY ASSOC. LP" N
EVENT FACILITIES FORT WORTH/FORT WORTH
BOTANICAL GARDENS BOUNDARY LINE
D.R.T.C. T. = Deed Records of Torront County, Texas
P.R.T.C.T. = Plot Records of Tarrant County, Texas
NOTE: The bearings shown hereon are based upon the NAD133,
Texas State Plane Coordinates, North Central Zone, 4202.
®UN�►►��A/Ay
550 Ba1"y Avenue • Sufis 400 • Fort Wart, T 76107
Tel: B17335.1121 rcoc 8173557437
DATE: APRIL 18, 2012
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SECOND TRACT
CITY OF FORT WORTH
VOLUME 1843, PAGE 461
D.R. T. C. T.
BOUNDARY LINE EXHIBIT
BETWEEN
EVENT FACILITIES FORT WORTH
AND FORT WORTH BOTANICAL
GARDENS
CITY OF FORT WORTH
TARRANT COUNTY, TEXAS
JOB NO. 2010066.003
Reciprocal Maintenance Licenses Agreement between City of Fort Worth
and Event Facilities Fort Worth, Inc. Page 11 of 11