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TEMPORARY LICENSE AGREEMENT
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This Temporary License Agreement ("Agreement") is entered into on this r of
1 ;2015 ("Effective Date") by and between the City of Fort Worth, Texas, a home-rule
municipal corporation of the State of Texas ("City"), and Bunting Graphics, Inc., a Pennsylvania
corporation("Company").
WHEREAS, the City owns a service center compound located at 2862 Crestline Road
("Licensed Premises");
WHEREAS, the City and Company are currently parties to an agreement for the fabrication,
delivery, and installation of wayfinding signs, the same being Fort Worth City Secretary Contract
Number 45999 ("Sign Contract");
WHEREAS, Company desires to use the Licensed Premises to store the wayfinding signs and
associated material and equipment until such time as the Company can install them per the terms of the
Sign Contract with the understanding that the term of this Agreement shall not exceed more than thirty
(30)calendar days;and
WHEREAS, the City has reviewed the Company's request and agrees to grant the Company use
of the Licensed Premises in accordance with the terms and conditions of this Agreement.
For and in consideration of One Dollar and No Cents ($1.00) and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, and in consideration of the covenants
contained herein, City and Company agree as follows:
1. License and Purpose. City hereby grants to the Company a non-exclusive license to use the
Licensed Premises for the purpose of delivering and storing wayfinding signs, rebar footings and
associated installation equipment that are the subject of the Sign Contract and for no other
purpose.
2. Delivery and Storage of the Wa fig Signs and Associated Material and Equipment.
a. Coordination. Company shall coordinate with the City's Parks and Community Services
Director and the Planning and Development Director or their designees ("Directors")
prior to and during the delivery and storage process, which shall include, without
limitation, the specific location within the Licensed Premises for storage and the schedule
for delivery,
b. Delivery to the Licensed Premises. Prior to unloading any items on the Licensed
Premises, Company shall prepare a pre-storage condition report of any such items to be
stored on the Licensed Premises pursuant to this Agreement and ensure that the City and
Company both sign off as to the condition of all such items. Company shall not unload
any items on the Licensed Premis 'lortrtil tlYe Ditet�YS h v e inspected and signed off on
OFFICIAL RECORD
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FT. WORT1,19 TX
the condition of any such items to be stored on the Licensed Premises. The Directors will
be responsible for taking possession of this pre-storage condition report and distributing
copies to the Company.
c. Delivery from the Licensed Premises. Prior to loading and removing any items from the
Licensed Premises, Company shall prepare a post-storage condition report of the items
being stored on the Licensed Premises and ensure that the City and Company both sign
off as to the condition of all such items. Company shall not load any items from the
Licensed Premises until the Directors have inspected and signed off on the condition of
any items stored on the Licensed Premises. The Directors will be responsible for taking
possession of this condition report and distributing copies to the Company.
d. Security. Access to the Licensed Premises is currently restricted through controlled-
access entry. Company shall ensure that the controlled-access entry shall be locked when
not in use by the Company, and the Company shall tandem lock all gate and entry locks
and provide the Directors with keys to access any such gate or entry. At no time shall
any fenced area be left open unless staffed by security personnel.
e. In the event of any disagreement or conflict as to this Section 2, the decision of the
Directors shall control.
3. Term. The term of this Agreement shall be for thirty (30) consecutive days, beginning on the
Effective Date.
4. Termination. The City may terminate this Agreement, without cause, upon five (5) days written
notice to the Company or immediately upon a breach of this Agreement by the Company.
5. Use not Exclusive. This Agreement and all rights granted to Company herein are strictly non-
exclusive. The City reserves the right to enter into and grant other and future licenses, leases,and
other authorizations for use of the Licensed Premises to other persons and entities as the City
deems appropriate in accordance with applicable law; provided, however, that in granting
subsequent authorization for use, the City will not allow a use that will unreasonably interfere
with the Company's use of the Licensed Premises as provided herein. This Agreement does not
establish any priority for the use of the Licensed Premises by Company or by any present or
future licensees or other permit holders. In the event of any dispute as to the priority of use of the
Licensed Premises, the first priority shall be to the public generally, the second priority to the
City in the performance of its various functions, and thereafter, as between licensees and other
pert-nit holders, as determined by the City in the exercise of its powers, including the police power
and other powers reserved to and conferred on it by the State of Texas.
6. Liability. Company shall be responsible and liable for any and all damage to the Licensed
Premises and any items being stored on the Premises by the Company, whether or not
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caused,in part,by the City,or its employees,representatives,officers and agents. Company
covenants and agrees to release City, its officers, agents, representatives, servants, 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 the existence of this
Agreement or the use and occupancy of the Licensed Premises. Furthermore, City shall not be
liable to Company for any damage or theft of Company's equipment,facilities, or other contents,
including,but not limited to, any items being stored on the Licensed Premises,
7. Restoration of the Licensed Premises. Company further agrees that, if during the course of the
exercise of its rights under this Agreement, damages result to the Licensed Premises or any of the
City's facilities, as determined by the Directors, in their sole discretion, Company shall repair or
restore the same to a condition satisfactory to the Directors within thirty (30) calendar days,
unless otherwise agreed to by the parties in writing..
8. INDEMNIFICATION. COMPANY AGREES TO AND DOES HEREBY DEFEND,
INDEMNIFY AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AGENTS,
REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,
INCLUDING,BUT NOT LIMITED TO,THOSE FOR PROPERTY DAMAGE OR LOSS,
AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT
MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S USE
OF THE LICENSED PREMISES,(ii) COMPANY'S BREACH OF ANY OF THE TERMS
OR PROVISIONS OF THIS AGREEMENT, OR (iii) ANY ACT OR OMISSION OF
COMPANY OR ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES,
CONTRACTORS, AND SUBCONTRACTORS, RELATED TO THIS AGREEMENT OR
THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT,
WHETHER OR NOT CAUSED,IN PART,BY THE NEGLIGENCE OF THE OFFICERS
AGENTS,REPRESENTATIVES,OR EMPLOYEES OF THE CITY.
9. Compliance with Laws. Company shall, at its own cost and expense, comply with all applicable
laws, including, but not limited to, existing zoning ordinances, governmental rules and
regulations enacted or promulgated by any governmental authority and shall promptly execute
and fulfill all orders and requirements imposed by such governmental entities for the correction,
prevention and abatement of nuisances in or upon or connected with said premises because of
Company's use thereof.
10. Insurance. Company shall carry insurance as set out in Exhibit A, which is attached hereto and
incorporated herein for all purpose.
11. Notice. All notices required or permitted under this Agreement shall be conclusively determined
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to have been delivered when (i)hand-delivered to the other party, its agent, employee,servant, or
representative, or (ii) received by the other party by reliable overnight courier or United States
Mail, postage prepaid, 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 COMPANY:
Director Attn: John McMichael
Parks and Community Services Bunting Graphics,Inc.
City of Fort Worth 20 River Road
4200 South Freeway, Ste 2200 Verona,PA 15147
Fort Worth,Texas 76115
Director
Planning and Development Department
City of Fort Worth
1000 Throckmorton Street
Fort Worth,Texas 76115
With a copy to:
Department of Law
City of Fort Worth
Attn: City Attorney
1000 Throckmorton
Fort Worth,Texas 76102
12. Public Safety. Company shall be solely responsible for initiating, maintaining, and supervising
all safety precautions and programs in connection with the Company's use of the Licensed
Premises.
13. Hazardous Materials. Under no circumstances will the Company use or cause to be used on the
Licensed Premises any hazardous or toxic substances or materials, or intentionally or knowingly
store or dispose of any such substances or materials on the Licensed Premises.
14. Force Majeure. If either party is unable,either in whole or part, to fulfill its obligations under this
Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public
enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires;
floods; restraints or prohibitions by any court, board, department, commission, or agency of the
United States or of any state; declaration of a state of disaster or of emergency by the federal,
state, county, or City government in accordance with applicable law; issuance of an Imminent
Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or
any equivalent alert system that may be instituted by any agency of the United States; any arrests
and restraints; civil disturbances; or explosions; or some other reason beyond the party's
reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such
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Force Majeure Event will be suspended only during the continuance of such event. If a Force
Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its
community centers, parks, or other City-owned and operated properties and facilities in the
interest of public safety and operate them as the City sees fit.
15. Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas. 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 state courts
located in Tarrant County, Texas or the United States District Court for the Northern District of
Texas -Fort Worth Division.
16. Binding Effect. The terms and provisions of this Agreement shall inure to the benefit of and be
binding upon City and Company and their respective successors and assigns and shall be
covenants running with the land.
17. Entire Agreement. This Agreement contains all of the agreements between the parties respecting
the subject matter hereof, and no prior representations or statements, verbal or written, have been
made modifying,adding to,or changing the terms of this instrument.
18. No Waiver of Immunity. Nothing herein shall be deemed to limit or waive the sovereign or
governmental immunity of City or Company.
19. Assignment. This 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 Agreement without the
required consent is void and without force and effect.
20. Counterparts. This License 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 same instrument.
A signature received via facsimile or electronically via email shall be as legally binding for all
purposes as an original signature.
By executing this Agreement, Company agrees to and accepts the terms, conditions and provision
contained herein.
CITY OF FORT WORTH BUNTING GRAPHICS,INC.
By BY
san Alanis ohn McMich
S
Assistant City Manager Chief Financial fficer
Date Date September 9 2015
OFFICIAL i ����,O D
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APPROVED AS TO FORM
AND LEGALITY:
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Tyler F.. ,Ifach
Assistant City Attorney
ATTESTED BY
Matry J,Kai
#7
City Secretary
,)X! kx A
Contract Authorization:
No M&C Required
OFFIC`IAIL
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Exhibit A
Insurance
1.01 Duty to Acquire and Maintain. Company shall 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 related to the use, occupancy, condition, maintenance, existence, or location of the Licensed
Premises. The insurance required hereunder may be met by a combination of self-insurance and primary
and excess policies.
1.02 Types and Amounts of Coverage_Required
a. Commercial General Liability:
(1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate, 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) $1,000,000.00 per occurrence
C. Umbrella Policy
(l) $5,000,000.00
d. Automobile Liability:
(l) $1,000,000.00 Each accident on a combined single-limit basis
e. Worker's Compensation:
(1) As required by law
f. Employer's Liability
(1) $1,000,000.00 per accident
1.03 Revisions to Required Cover. At the reasonable recommendation of the City's Risk Manager,
the City may at any time revise insurance coverage requirements and limits required by this License.
Company agrees that within ten (10) days of receipt of written notice from the City, all such revisions
requested by the City will be implemented. The policy or policies of insurance shall be endorsed to
provide that no cancellation, termination, non-renewal, or amendment, shall be made without thirty (30)
days' prior written notice to the City. Company shall provide the City with written notice prior to making
any proposed material changes in coverage. The Director must approve, in writing, of any material
changes in coverage prior to any changes being made effective.
1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved to do
business in the 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 ten (10) business days
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following execution of this License, Company shall 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 shall, on demand, provide the City with
evidence that it has maintained such coverage in full force and effect.
1.05 Deductibles. Deductible or self-insured retention limits on any line of coverage required herein
shall not exceed $25,000.00 in the annual aggregate unless the limit per occurrence or per line of
coverage, or aggregate is otherwise approved by the City.
1.06 No Limitation of Liability. The insurance requirements set forth in this section and any recovery
by the City of any sum by reason of any insurance policy required under this License shall in no way be
construed or affected to limit or in any way affect Company's liability to the City or other persons as
provided by this Agreement or law.
1.07 Umbrella or Excess Liability. If insurance policies are not written for specified coverage limits,
an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow
form of the primary coverage.
1.08 Additional Insured. The City, its officers, employees and volunteers shall be named as an
Additional Insured on the Automobile and Commercial General Liability policies.
1.09 Waiver of Subrogation. The insurance shall include a waiver of rights of recovery (subrogation)
in favor of the City of Fort Worth.
1.10 Copies of Policies and Endorsements. City shall 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 provisions are established by law or
regulations binding upon either of party or the underwriter on any such policies.
1.11 Certificate of Insurance. Company shall submit to the City a certificate of insurance evidencing
all required insurance coverage and any applicable endorsements.
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