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HomeMy WebLinkAboutContract 48596 CITY SECRETARY INTERLOCAL LICENSE AGREEMENT CONTRACT NO. This Agreement is made and entered into this s day of , 2016 (the "Effective Date"), by and between North Texas Tollway Authority, a regional tollway authority and political subdivision of the State of Texas ("NTTA"), and the City of Fort Worth, Texas (the "City") a municipal corporation organized and operating under the laws of the State of Texas (collectively referred to as the "parties" or singularly as a"party") acting by and through their authorized representatives. WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code (the "Act") provides the authority to political subdivisions to contract with each other to facilitate the governmental functions and services of the governmental entities under the terms of the Act; and WHEREAS, City requires additional storage space within its corporate limits to store certain items including, but not limited to, the following: generators, pole saws, festival supplies, barricades, fence panels, mulch and potting soil, ticket booths, glass panes, and other related items (the "Storage Items"); and WHEREAS, NTTA owns a storage area located under the northbound and southbound lanes of Chisholm Trail Parkway at the northeast corner of Chisolm Trail Parkway and University Drive, as more particularly described on the attached Exhibit A (the "Storage Area"); and WHEREAS, to promote greater efficiency, the parties intend to enter into this Agreement to have NTTA grant a non-exclusive license to City (the "License") that will allow City to utilize the Storage Area for storage of the Storage Items rather than leasing or purchasing additional storage space from a different source at a separate location, which will result in more efficient use of space by each party; however, NTTA will provide City a thirty (30) day written notice prior to entering into license agreement with another party; NOW THEREFORE, in consideration of the foregoing and on the terms and conditions hereinafter set forth and other valuable consideration the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: ARTICLE I: GRANT OF LICENSE 1.1 NTTA hereby grants the License to City allowing City to use the Storage Area for storage of the Storage Items, subject to the terms and conditions set forth below. ARTICLE II: USE OF THE STORAGE AREA 2.1 City shall have the right under the License to store the Storage Items in the Storage Area throughout the term of this Agreement. 2.2 City hereby agrees and acknowledges that the following items do not constitute Storage Items and are expressly prohibited from being placed or stored in the Storage Area at any time: fuel of any kind, including but not limited to gasoline, diesel, and propane; potentially hazardous substances or chemicals, including but not limited to fertilizers, pesticides, ice-melt substances, and pool chemicals; and any other item that NTTA deems appropriate for exclusion from the Storage Area. The parties expressly agree that City can store small equipment (such as weed eaters, trimmers, edgers, blowers, push mowers, riding mowers, zero turns, hedge trimmers, pole saws, chain saws, trailers, and non-trailer- mounted portable generators) containing no more than ten gallons of fuel each and doing so does not constitute a violation of this provision. Violation of this provision shall constitute an immediate default to which the cure periods set forth in Article VII shall not apply. 2.3 Upon expiration or earlier termination of this Agreement, City ag� tees to ar�d1 Interlocal License Agreement O�FICIALREppC�OR CITY SECR&Ai FT.WORTH,TX promptly undertake all activities necessary to vacate and restore the Storage Area to the same general condition in which it existed prior to the Effective Date. At all times during the term of this Agreement, City shall cause the Storage Area and any accessways used by City to gain access to the Storage Area to be kept and maintained in a neat, clean, safe and sanitary condition, all without cost or expense to NTTA. The parties agree that City's maintenance and restoration obligations are limited to the Storage Area, unless City causes damage or disrepair to areas outside of the Storage Area, including but not limited to any walls, landscaping, driveways and accessways used to access the Storage Area, in which case City shall be responsible for restoring said areas to the same general condition in which they existed prior to such damage or disrepair. Subject to NTTA's prior consent, which NTTA may withhold in its sole discretion, City may reinforce or perform minor improvements at its sole cost and expense to the accessway and/or make grading changes to the ground of the Storage Area to ensure positive drainage. 2.4 City shall access the Storage Area through the access point shown on Exhibits A and B. City will maintain a three (3) foot clearance from columns shown on Exhibit B. City shall have access between the hours of 6 a.m. — 6 p.m.. If City needs access outside these hours, the City shall contact the NTTA Safety Operations Center at 214-224-2203 to notify NTTA of the City's intent to access the Storage Area outside of these hours. Access to the Storage Area is restricted by a door lock mechanism, involving the use of either a numbered keypad or security card/badge reader to gain entry. NTTA will provide to City the information and materials necessary for gaining entry to the Storage Area on or prior to the Effective Date. NTTA shall not provide the means for accessing the Storage Area to persons other than NTTA's employees, agents, and contractors. City shall not provide the means for accessing the Storage Area to persons other than City's employees. The parties shall take appropriate steps to prevent any security cards/badges or related materials from becoming lost or stolen. Regardless, NTTA cannot and does not guarantee security of the Storage Area. City may provide fencing at its sole cost and expense within the Storage Area to secure the Storage Area, provided that City must obtain NTTA's prior written consent before installing any such fencing. 2.5 City acknowledges that it exercises its rights under this Agreement at its own risk and that it is solely responsible for any repair and/or remediation relating to the Storage Items. However, NTTA will continue to be responsible for any environmental or structural damage to the Storage Area not caused by the City's use of the Storage Area pursuant to this Agreement. ARTICLE III: FINANCIAL OBLIGATIONS 3.1 In order to compensate NTTA for granting the License to City and allowing City to utilize the Storage Area, City shall pay to NTTA an annual license fee of one dollar ($1.00) per year (the "License Fee"), which shall be paid from current revenues available to City. ARTICLE IV: TERM 4.1 The term of this Agreement shall be for five (5) years commencing on the Effective Date, unless sooner terminated. The parties may extend or renew this Agreement upon written agreement of the parties. 4.2 NTTA or City may terminate this Agreement by giving the other party ninety (90) days' prior written notice to City. Any financial obligation or liability of either party arising from this Agreement, shall survive termination of this Agreement. ARTICLE V: LIABILITY; NO THIRD PARTY RIGHTS 5.1 To the extent allowed by law, for purposes and the term of this Agreement only, City shall protect, defend, indemnify, save, and hold harmless NTTA, its agents, employees, partners, members, officers, directors, subsidiaries, and affiliates, and their respective successors and assigns, Interlocal License Agreement Page 2 from and against any and all claims, demands, liens, fines, suits, actions, proceedings, orders, decrees,and judgments of any kind or nature whatsoever by or in favor of anyone whomsoever, and against and from any and all costs, damages, and expenses (including, but not limited to, attorneys' fees, legal expenses, and court costs at all levels) arising from injury to or death of any person, loss of or damage to any property of any and every nature, or otherwise resulting from or occasioned in whole or in part by any act or omission of City, or any of City's employees, agents, contractors, or consultants, or any of their invitees, in, upon, at, from, or about the Storage Area. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE CITY TO CREATE A SINKING FUND OR TO ASSESS, LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS SUBSECTION. 5.2 For purposes and the term of this Agreement only, in the event any claim or demand arises out of or results from the intentional tort and/or gross negligence of a party hereto, then in that event, the party guilty of such intentional tort and/or gross negligence shall, to the extent allowed by law, indemnify and hold harmless the other party (innocent of any intentional tort or gross negligence) from all liability, claims, suits, demands, losses, damages, and attorneys' fees resulting from the intentional tort and/or gross negligence. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE CITY TO CREATE A SINKING FUND OR TO ASSESS, LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS SUBSECTION. 5.3 When notified by NTTA to do so, City shall, within 90 days from its receipt of NTTA's written notification thereof, pay for the full cost of repairing any damage done to the Storage Area and the Chisolm Trail Parkway near the Storage Area as a result of City's use of or presence in the Storage Area. City shall promptly reimburse NTTA for costs of construction and/or repair work made necessary by reason of such damage. City's obligations under this Section 5.3 shall survive the termination or expiration of this Agreement; provided, however, that the event giving rise to City's obligations herein occurs during the term of this Agreement and not otherwise. 5.4 It is expressly understood and agreed that, in the execution of this Agreement, neither party waives, nor shall be deemed hereby to have waived, any immunity or defense that would otherwise be available against claims arising in the exercise of governmental functions relating hereto or otherwise. By entering into this Agreement, the parties do not create any obligations express or implied, other than those set forth herein, and this Agreement shall not create any rights in any parties not a signatory hereto. The remedies of any party hereto with respect to a claim against the other party shall not be impaired by this Agreement when the claim does not arise from the services provided pursuant to this Agreement. ARTICLE VI: INSURANCE 6.1 The City shall maintain in full force and effect during the term of this Agreement insurance, or the self-insurance equivalent thereof, for comprehensive bodily injury,death, and property damage, insuring, against, all claims, demands,or actions relating to the License and/or the Storage Items, with a minimum combined single limit of not less than one million dollars ($1,000,000.00)per occurrence for injury to persons (including death) and for property damage or destruction. ARTICLE VII: DEFAULT 7.1 In the event a party hereto shall fail to perform any obligation hereunder, the non- defaulting party shall give written notice of such failure, and if the defaulting party has not cured such failure within ten (10) days after receipt of such written notice, the non-defaulting party shall have the right to cure such failure and recover from the defaulting party the non-defaulting party's damages with interest at the highest rate allowed by law and shall have such other remedies available at law or in equity. Interlocal License Agreement Page 3 ARTICLE VIII: MISCELLANEOUS 8.1 Governina Law. This Agreement shall be governed by the laws of the State of Texas; and venue for any action shall be in Collin County,Texas. 8.2 Notice. Any notice, demand or request required or permitted to be delivered hereunder shall be deemed received when delivered in person or sent by United States mail, postage prepaid,certified mail, addressed to the party at the address set forth below: City: City of Fort Worth,Texas Property Management Assistant City Manager 1000 Throckmorton St. Fort Worth,Texas 76102 Copies to: City of Fort Worth City Attorney's Office 1000 Throckmorton Fort Worth,Texas 76102 Property Management Department 900 Monroe, suite 404 Fort Worth,Texas 76102 Attn: Mark Brown NTTA: (If by hand delivery or air courier) North Texas Tollway Authority Attention: Senior Director of Procurement 5900 West Plano Parkway, Suite 100 Plano, Texas 75093 Copy to: North Texas Tollway Authority Attention: General Counsel 5900 West Plano Parkway, Suite 100 Plano,Texas 75093 NTTA: (If by United States mail) North Texas Tollway Authority Attention: Senior Director of Procurement P.O. Box 260729 Plano, Texas 75093 Copy to: North Texas Tollway Authority Attention: General Counsel P.O. Box 260729 Plano,Texas 75093 Any party may, at any time, by written notice to the other party, designate different or additional persons Interlocal License Agreement Page 4 or different addresses for the giving of notices hereunder. 8.3 Entire Agreement. This Agreement is the entire agreement. There is no other collateral or oral agreement between the parties that relates to the subject matter of this Agreement. 8.4 Amendment. This Agreement may only be amended by the written agreement of all parties hereto. 8.5 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions, and the Agreement shall be construed as if such invalid, illegal,or unenforceable provision had not been contained in this Agreement. 8.6 Assignment, This Agreement may not be assigned by either party without the express written consent of the other party. 8.7 Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. An electronic mail and/or facsimile signature will also be deemed to constitute an original if properly executed and delivered to the other party. 8.8 The Act. The parties hereto enter into this Agreement pursuant to and in accordance with the Act. 8.9 Recitals. The recitals on the first page of this Agreement are incorporated into the body of this Agreement by this reference as if fully set forth herein. [SIGNATURE PAGE FOLLOWS] Interlocal License Agreement Page 5 EXECUTED on this _ _ day of �- 2016. CITY: NTTA: CITY OF FORT WORTH NORT TEXAS TOLLWAY AUTHORITY a Texas municipal cgrporation Y. — y: _ UssSusan Alanis, el istant City Manager Name. Title: Approved as to Form and Legality: Assistant Cit Attorney P.V i Attested: �000�ooac0�16 U-'tiQ P4 (P+v O �S City Secret p8 O�oO00oo CO No M&C or Form 1295 Required. OFFICIAL RECORD CITY SECRETARY FT,.WORTH,TX Interlocal License Agreement Page 6 Attach Exhibits A and B Interlocal License Agreement Page 7 /H-30 ` 4 0 L U�L � WB CTP—UNIVERSITY RAMP - - - ` ACCESS CTS � � �Y - STORAGE AREA DRIVEWAY — I J� Q CHISHOLM TRAIL -y; - PKWY - FORTWORTH. ATTACHMENT A Interlocal Li-cerise Agreement wlth._NTTA PARK AND RECREATION I m. �I Ld as .,IISi13AINn mo ¢ I ji 2ci a o 11 00 w! I N O =a iq - Q ��3 ti n v l� p' a cn vi i I ; oi I cl� a ' rn a ( I ! o f NTTAC<) NORTH TEXAS TOLLWAYAUTHORITY RESOLUTION NO. 16-137 APPROVAL OF INTERLOCAL AGREEMENT WITH CITY OF FORT WORTH FOR USE OF STORAGE AREA BENEATH CHISHOLM TRAIL PARKWAY November 16, 2016 WHEREAS, the City of Fort Worth has requested storage space within its city limits- to store certain items; and WHEREAS, NTTA has an enclosed area located under the northbound and southbound lanes of Chisholm Trail Parkway, on the northeast corner of Chisholm Trail Parkway and University Drive, which can be utilized as a storage area; and WHEREAS, the City of Fort Worth will pay NTTA an annual fee of one dollar($1.00) per year as compensation for allowing the city to utilize the storage area. NOW, THEREFORE, NTTA's Board of Directors approves an Interlocal Agreement (ILA) with the City of Fort Worth, as attached, for the use of the storage area beneath Chisholm Trail Parkway for a five (5) years for an annual fee of one dollar ($1.00) and authorizes the Executive Director to execute documents and take other actions necessary to implement the ILA. ATTEST: Kenneth Barr, Chairman orel i Griffith, Secrdtar�)