HomeMy WebLinkAboutContract 45471 CITY SECRETARY
COWRACT
TOWER LICENSE AGREEMENT
TOWER LICENSE AG E E MENT th1s "'A reeme,nt" dated as of March
, 2014, between City of F rt Worth, a Texas hone rule m nlel al corporation, ith an
address at 1000 '11rockmorton, Fort Worth, Texas 76102 ("Licensor" and STATION
VENTURE OPERATIONS, LP', (KXAS) with an address at 4805 Amon Carter
Boulevard, Fort Worth, TX 76155 "Licensee").
1. Premises; Grant of License; Duration; Fee. Licensor, as owner, of
3900, Barnett Street, Fort Worth, Texas 76103 the "Property"), hereby rants to Licensee
an exclusive license to use the following areas on the Property (the "Premises"): three 3
mounts on the 350-foot broadcast tower and one l data rooms rack located In the data
morn in the existing, building on the Property, The equipment to be located on the
Premises is listed on Exhibit A. Licensee shall also have the right 'to reasonable
pathways, shafts, risers, raceways, and conduits on the Premises established for use by
telecommunications providers. The term of this Agreement shall commence on the date
hereof and end on the fifth anniversary thereof. Licensee shall have the option to renew
the Agreement for two five-year renewal terms, and must give written notice to Licensee
of the exercise of the option to renew three months' prior to each renewal term. The
license fee payable by L ieensee to Licenser shall be Ten Dollars ($10) per year and shall
be payable hereunder by Licensee on the first day of each calendar year, without
proration for partial years. The :first payment of such license fee shall be made within
thirty 3 ) days after the date hereof. Licensor shall maintain the Premises to extent
required by good rr aintenance practice or legal requirements, in a ai er� s that
Licensee's operations are not unreasonably interrupted.
29 Use* Electricity; Access-, Removal. Licensee shall use the Premises solely for
the installation, maintenance, use, replacement, and removal of the equipment listed on
xh t A. Licensor shall provide Licensee with electricity to the Premises for
Licensee's Equipment, Licensor shall provide Licensee with 24, hours per day, 7 days per
week access to the Premises, subject to Licensors reasonable security procedures..
Licensor shall ensure during the term hereof that neither Licensor nor other third parties
with rights at the Premises interfere with the operation of, or access to, Licensee's
Equipment. Upon termination of this Agreement, licensee shall remove its Equipment
and restore the Premises to a condition reasonably acceptable to Licensor. Licensor
sor
makes no warranty or, representation, express, implied, or arising by operation of
law, that the Premises is suitable for the use described 'in this Agreement, "it being
assumed that Licensee has satisfied itself thereof. Licensee ha.s ns wected the
Premises, accepts the same "'AS-IS," and agrees that Licensor r s under no obligation
to perform any work or provide any materials to prepare the, Premises for Licensee.,
In the event that Licensee becomes aware that the uses expressly permitted
hereunder are not legally permitted at the Premises (trader any governmental laws,
ordinances, rules, regulations and requirements), :L i'censee shall have the right to
terminate this Agreement by giving written notice.
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OFFICIAL RECORD
Tower License—NBC
CITY ` C
3900 Barnet.Street
Page I of 8 For,WORTH, TX
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3, Insurance; Defaults. Licensee a shall obtain and keep in force during the
Term commercial general liability insurance in limits of not less than $1
,000,000 for
personal injury or death per OCCUrrence, and $1,,000,000 for property damage., Such
insurance shall name Licensor as an additional insured (only to the extent Licenser's
interests arise under the Agreement), and Licensee shall provide Licensor with
certificates of such insurance. In the event of any default which is not cured within ten
(10) days after notice by Licensor, or for which Licensee has not commenced to cure
within such ten-day period and is prosecuting such cure with diligence, Licensor shall
have the right to terminate this Agreement upon notice to Licensee.
4. Indemnificafion. LICENSEE AGREES TO INDEiVfNIFY, HOLD
HARM E AND DEFEND LICENSOR, ITS OFFICERS, AGENTS,, AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY DAMAGE OR LOiSiS OR PERSONAL INJURY, INCLUDING DEATH,
OF WHATSOEVER KIND OR CHARACTER, ARISING OUT OF DIRECTLY OR
INDIRECTLY, THE NEGLIGEN"I" ACTS, OR OMISSIONS, MALFEASANCE, OR
INTENTIONAL MISCONDUCT OF LICENSEE, ITS OFFICERS, AGE TS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUB:LESSEES,, PATRONS.,
GUES"I'S, LICENSEES,, OR INVITEES, IN CONNECTION WITH TfIE LICENSING,
OCCUPANCY, USE, CONDIJJON OR MAINTENANCE OFT114E PREMISES, AND
ANY AND ALL, ACTIVITIES CONDUCTED THEREON; AND SHALL INDEMNIFY
AND HOLD, HARMLESS LICENSOR FROM AND AGAINST ANY AND ALL
INJURY OR DAMAGE TO SAID PREMISES, OR ANY OTHER PROPERTY OF
LESSOR ARISING OUT OF, DIRECTLY OR INDIRECTLY, SUCH NEGLIGENT
ACTS OR OMISSIONS, MALFEASANCE OR INTENTIONAL MISCONDUCT OF
SUCH PARTIES.
5. Rights. All rights of every kind in and to all photographs, -film and
recordings made at or from the Premises shall be and remain vested in Licensee, and
neither Licensor nor any other tenant or licensee of Licensor or any other party having an
interest in the Premises shall have any claim or action against Licensee or any other party
arising out of any use of the footage, photographs, film and/or recordings. Licensor
represents, and warrants, that it has the right to enter into this Agreement and to grant
Licensee all rights provided by this Agreement.
0,
61, Equipment Upgrade. t_.icensee may update or replace the equipment
from time to time with the prior written approval of Licensor, which approval shall not
unreasonably s
reasonably be withheld or delayed, provided that i the replacement equiment i not
greater in number or materially greater in size than the existing equipment., GO Licensee
provides Licensor, at Licensee's expense, a structural analysis, performed by a certified
engineer that indicates that the installation of such equipment does not structurally impact
4 A
the Pre mises any more than the existing equipment; and (iii) Licensor has provided
ipment on the Premises.
advance written consent to any change in the location of such, equ*
Tower License—NBC
3900 Barnett Street
Page 2 of 8
7. Damage Caused by Licensee. Licensee, at Licensee's sole cost and
expense, shall repair any damage to or replace any damaged portion of the Premises' that
is caused by Licensee, officers, agents, employees, contractors, or subcontractors to
1) 1
Licensor si reas�oinabile satisfaction as soon as reasonably practicable, provided that
Licensee shall commence within ten (10) calendar days following the date of such
dainage.
841, Interference.
a. Interference with Licensor's Operations, Prohibited. Licensee
covenants, and agrees that its equipment and its operations on the Premises, shall not
damage or inter ere in any way with Licensor"s operations on the Premises. Subject to
the provisions in this Section 8, Licensor agrees that any tenant, licensee or other
occupant of the Building (including Licensor) who may install equi pment on the
Premises subsequent to the date of execution of this Agreement (including equipment of
Licensor) will be permitted to install only such equipment (including antennae, satellite
dishes or similar equipment) that will not (1) cause 'Interference with or disturbance to the
fission or transmission of communications signals 'by or from the then existing,
properly operating equipment of' Licensee or (11) interfere with the maintenance of the
0
M icensee Sub bjlect to the above provisions, licensee agrees to cease any
equip riser of L*
action on its part which interferes with Licensor's use of the Property in violation of the
above provisions immediately upon actual notice of such 'Interference. If Licensee is
interfering with Licensor's use of the Pro erty in violation of the above provisions, then
either party may term note this Agreement following ninety (90) days' written notice to
the other, party; provided, however, that if such interference is material and in Licensor
sole and reasonable opinion, poses any threat to -the public safety or welfare, Licensor
may terminate this Agreement immediately upon provision of written notice to Licensee.
b. Governmental Use of Premises. Licensor may allow a
governmental unit, office or agency to lease space on the Premises for other
communications facilities. If such other facilities ("Gory enunent Uses") are reasonabily
Biel y to create potential or actual interference with Licensees operations on the
Premises, then Licensor shall give Licensee no less than ninety days (90) prior notice
belore such Government Uses are effectuated, or if 90 days prior notice is not feasible,
then Licensor shall give Licensee as much notice as is reasonably possible under the
circumstances,, and Licensee shall have the right thereafter to terminate this agreement
upon thirty (3o) calendar days' written notice to Licensor.
9. Safety Issues, If Licensor determines,, in its sole and reasonable
discretion, that the Premises is structurally unsound or otherwise not structurally suitable
for Licensee's operations, taking into account all factors relating to the condition of the
Premises, including, but not limited to, age, wear and tear or damage, or if Licensor
,
determines in its sole and reasonable discretion,, that Licensee's continued use of the
Premises, constitutes a threat to the public health, safety or welfare, Licensor may
terminate this Agreement imniedia.tely upon written notice to Licensee and take any
Tower License—NBC
3900 Barrett Street
Page 3 of 8
.................. .......... . .....-
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reasonable action, including, but not limited to, removal of the equipment. Any changes,
made by Licensor or any other occupants of the Premi.ses that create a structural issue on
the Premises shall be remedied at no cost or expense to Licensee.
10. Termination,
a. For Cause. If Licensee defaults, in the perfonnan.ce of any of the
terms, covenants, or conditions of this Agreement, Licensor may give to Licensee written
notice of such default, and if Licensee does not cure such default within ten (10) days,
after the giving of such notice (or, if such default is of a nature that it cannot be
completely cured within such ten (1 0) days, if Licensee does not commence such curing
within ten (I days and thereafter proceed, with reasonable diligence and in good faith to
cure such default), then Licensor may terminate this, Agreement on not less than thirty
(30) days written notice to Licensee, and on the date specified in said notice the term of
this Agreement shall terminate, and Licensee shall then quit and surrender the Premises
to Licensor. If this Agreement shall have been so terminated by Licensor, Licensor may
at any time the�rearter, resume possession of the Premises by any lawful means and
remove Licensee and, other occupants and their effects.
b. For Convenience. In the event Licensee's i equipment on the
Premises is a physical obstruction to the development of the Property, Licensor may,
upon ninety (90) days written notice to Licensee, terminate this Agreement and require
removal of Licensee's equipment from the Premises.
11. Mi see llancous., Licensee shall comply with all federal, state, and
municipal laws, orders, rules, regulations, and guidelines applicable to Licensee's
equipment and the Premises, including without limitation, all, applicable rules and
regulations of the Federal Communications Commission. With the exception of the
foregoing sentence, Licensor agrees to comply with all applicable laws relating to the
Premises. This Agreement contains all of the agreements between the parties relating to
the Premises, and may not be miodifiled in any manner other than by agreement, in
inure to the benef"t of and be
writing, signed by both parties, This Agreement shall * I
binding upon Licensor, Licensee and their successors and assigns, This Agreement shall
not be assigned by Licensee without the express written consent of Licensor, and any
attempt to assign without Licensor's consent shall be deemed void-, Licensor may assign
this Agreement to any subsequent. purchaser of the Property. Notwithstanding the
foregoing, Licensee shall have the right to assign this Agreement to (i) any Person
resulting from a merger, acquisition or a consolidation with Licensee or any Person
purchasing substantially all of Licensee's assets or ownership interests or (ii) any Person
which controls, is controlled by or is under common control with, Licensee
without first obtaining, Licensor's consent; however, Licensee must give Licensor not less
than sixty (60) days" notice of any such assignment., "'Person"' shall mean any, natural
person or persons, a partnership, a limited liability company, a corporation and any other
form of business or legal association or entity. This Agreement shall be construed in
accordance with the laws of the State of Texas. Every notice shall be in writing and shall
Tower License—NBC
391010,Barnett,Street
Page 4 of 8
be served personally or by national it courier service, or I..Jnited States certified mail,
return receipt requested, p age prepaid, addressed to either party at the address set forth
in the preamble, r at such other address, as either party may from time to time designate
'by notice. Every notice or other communication hereunder shall be deemed given as of
the third business day followl'tigthe date of mailing with the US Postal Service, or as of
the next business day following the date of deposit with an overnight courier service, or
immediately if personally delivered., This Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which in the aggregate
shall constitute but one and the same agreement.
IN WITNESS WHEREOF, the parties, have caused this Agreement to beexecuted
by their respective duly authorized officers as, of the date first above written.
STATION VENT tJR,E OPERATIONS, TIP
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0010
B y
-Name: Tom, Ehh-nann
Title: President & General Manager KXAS-TV
Tower License—NBC
39,00,Barnett Street
Page 5 of 8
CITY OF FORT WOR"'Ffl
Name.- Fernando Cost
Title: Assistant City Manager
Approved as to F'onTi and Legality.,
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�sis-,ant City A olmeyr"
A ,es #
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oeep "U AL,
City Secretary (0.000 0
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OFFICIAL U
Tower License NBC: VINTY S YID NuJ� a' i IM F
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Exhibit A
Equipment To Be Mounted On Premises
Broadcast Tower
foot antenna
dish,. or similar
Rotating -foot antenna di,sh under fixed dome, or similar
2-way pole-type antenna, or, similar
Data doom Equipment Rack approx. dimensions 22""W x 44"D x 94"H)
Various to operate equipment on broadcast tourer including, but not limited o: radios,
Troll slave and filter controllers, CMS" filter and switch gear.
Approximate Locations, on next pegs:
"over License—NBC
3900 Baniett Street
Page 7 of
First Floor
3900 Barnett Street
Fort Worth,TX 76103
Studio B
Li
Studio A
rN
1. ,.
w_.
Garage
Data Roam
Data Room Equipment Rack
Broadcast
Tower.
Tower License—NBC
3,900 Barnett Street
Page 8 of 8