HomeMy WebLinkAboutContract 51415 CITY SECRETARY
City Project No. 101318 -American Airlines TCC Parking Facility CONTRACT N0.
4445 Highway 360
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF TARRANT§
CITY OF FORT WORTH
WATER FACILITY EXCLUSIVE LICENSE AGREEMENT
This License Agreement ("Agreement") is made by and between American Airlines, Inc.
("Licensor") and the City of Fort Worth ("Licensee"), each individually referred to as a
"Party" and together referred to as the "Parties."
WHEREAS, Licensor entered into a lease agreement (the "Lease") with Dallas/Fort
Worth International Airport Board (the "Airport Board"), the owner of the Licensed
Property (hereinafter defined), and Licensor must construct two new waterlines;
WHEREAS, a new easement for the new waterline (the "New Easement") will be
created by a separate easement instrument executed by the Airport Board,-
WHEREAS,
oard;WHEREAS, the conveyance of the New Easement must be approved by the Airport
Board and both the Cities of Dallas and Fort Worth, which is very time consuming;
WHEREAS, the Parties have agreed to enter into this Agreement to allow Licensor to
begin construction of its improvements and anticipate the Airport Board's conveyance of
the New Easement at a later time; and
WHEREAS, Licensor asserts that it has authority under the Lease to grant this license
over the Licensed Property pursuant to this Agreement;
NOW THEREFORE, the Parties agree to the following terms and conditions to form the
basis of this Agreement:
1. CONSIDERATION: Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
Licensee shall not be obligated to pay any additional consideration for the
duration of this Agreement or for the New Easement ("Consideration").
2. LICENSED PROPERTY: Being 0.010 acres (450 square feet) tract of land
situated in the Vincent J. Hutton Survey, Abstract Number 681, Tarrant County,
Texas; said tract being part of that certain tract of land described in Deed and
Assignment to Dallas-Fort Worth Regional Airport Board recorded in Volume
6653, Page 863 of the Deed Records of Tarrant County, Texas; also being a
portion of a Water Easement dedicated to the City of Fort Worth and recorded in
Volume 4644, Page 810 of said Deed Records more fully described by metes
and bounds in Exhibit "A" attached hereto and incorporated herein for all
pertinent purposes ("Licensed Property").
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3. GRANT OF LICENSE: Licensor, for the Consideration paid to Licensor and other
good and valuable consideration, hereby grants, sells, and conveys to Licensee,
its successors and assigns, an exclusive license (the "License") for the
construction, operation, maintenance, replacement, upgrade, and repair of a
permanent water main facility ("Facility") within the Licensed Property. The
Facility includes all incidental underground and above ground attachments,
equipment and appurtenances, including, but not limited to manholes, manhole
vents, lateral line connections, valves, pipelines, water meters, junction boxes in,
upon, under and across the Licensed Property, together with the right and
privilege at any and all times to enter the Licensed Property, or any part thereof,
for the purpose of constructing, operating, maintaining, replacing, upgrading, and
repairing said Facility.
4. RESTRICTIONS ON LICENSOR'S USE: In no event shall Licensor (1) use the
Licensed Property in any manner which interferes in any material way or is
inconsistent with the rights granted hereunder, (11) place additional soils, fill or
cover over or across the Licensed Property which interferes in any material way
with Licensee's access to the Facility or otherwise endangers the Facility as
designed, or (III) erect or permit to be erected within the Licensed Property a
permanent structure or building, including, but not limited to, monument sign,
pole sign, billboard, brick or masonry fences or walls or other structures that
require a building permit. However, Licensor shall be permitted to install and
maintain concrete, asphalt or gravel driveways, roads, parking lots and/or
sidewalks across the Licensed Property. Licensor agrees that any landscape
within the Licensed Property will only have simple grass and will avoid swales
and trees. Licensee shall be obligated to restore the surface of the Licensed
Property at Licensee's sole cost and expense, including the restoration of any
sidewalks, driveways, or similar surface improvements located upon or adjacent
to the Licensed Property which may have been removed, relocated, altered,
damaged, or destroyed as a result of the Licensee's use of the Licensed Property
granted hereunder; provided, however, that Licensee shall not be obligated to
restore or replace irrigation systems or other improvements installed in violation
of the provisions and intended use of the Licensed Property.
5. WARRANTY: TO HAVE AND TO HOLD the License, subject however, to the
Lease, together with all and singular the rights and appurtenances thereto in
anyway belonging unto Licensee, and Licensee's successors and assigns for the
duration of this Agreement; and Licensor does hereby bind itself and its
successors and assigns to warrant and forever defend all and singular the
License unto Licensee, its successors and assigns, against every person
whomsoever lawfully claiming or to claim the same, or any part thereof.
6. TERM: This Agreement shall be effective September 11 ,2018, and shall remain
in full force and effect until the sooner of 1) when the New Easement is approved
and is executed and delivered by the Airport Board; or 2) one (1) day prior to the
expiration of the Lease.
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Permanent Water Facility License Agreement(CFW &American Airlines, Inc.)
7. FUTURE DEDICATION: Licensor agrees that it will coordinate with the Airport
Board as may be reasonably necessary to facilitate the approval, execution and
delivery of the New Easement.
8. INDEMNIFICATION:
a. LICENSOR SHALL AND DOES AGREE TO INDEMNIFY, PROTECT,
DEFEND AND HOLD HARMLESS LICENSEE, ITS OFFICERS,
AGENTS, SERVANTS, AND EMPLOYEES (COLLECTIVELY,
"INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS,
LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION,
SUITS, JUDGMENTS AND EXPENSES, (INCLUDING COURT COSTS,
ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY
NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE
BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR
DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE
OR OCCUPANCY OF THE LICENSED PROPERTY BY LICENSOR, ITS
EMPLOYEES, PATRONS, AGENTS, INVITEES, LESSEES AND ANY
OTHER PARTY OR (2) BY REASON OF ANY OTHER CLAIM
WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR
ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT
OR OMISSION ON THE PART OF LICENSOR OR ANY INVITEE,
PATRON, LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR
CONTRACTOR OF LICENSOR, OR ANYONE LICENSOR CONTROLS
OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH,
VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF
LICENSOR UNDER THIS AGREEMENT (COLLECTIVELY,
"LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE
ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF
ANY INDEMNITEE. THE ONLY LIABILITIES WITH RESPECT TO
WHICH LICENSOR'S OBLIGATION TO INDEMNIFY THE
INDEMNITEES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES
ARISING OUT OF OR RESULTING FROM THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF ANY INDEMNITEE. IF ANY ACTION OR
PROCEEDING SHALL BE BROUGHT BY OR AGAINST ANY
INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR
CLAIM, LICENSOR, ON NOTICE FROM LICENSEE, SHALL DEFEND
SUCH ACTION OR PROCEEDING, AT LICENSOR'S EXPENSE, BY OR
THROUGH ATTORNEYS REASONABLY SATISFACTORY TO
LICENSEE. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY
TO ALL ACTIVITIES OF LICENSOR WITH RESPECT TO THE USE
AND OCCUPANCY OF THE LICENSED PROPERTY, WHETHER
OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF
THIS AGREEMENT AND BEFORE OR AFTER THE TERMINATION OF
THIS AGREEMENT. THIS INDEMNIFICATION SHALL NOT BE
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Permanent Water Facility License Agreement(CFW &American Airlines, Inc.)
LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE
UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS,
DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT
ACTS.
b. IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW
OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR
ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER
THIS PARAGRAPH 8, SUCH LEGAL LIMITATIONS ARE MADE A
PART OF THE INDEMNIFICATION OBLIGATION AND SHALL
OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE
MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO
CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS,
AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL
CONTINUE IN FULL FORCE AND EFFECT.
9. WAIVER OF LIABILITY: NO INDEMNITEE SHALL BE LIABLE IN ANY
MANNER TO LICENSOR, ITS AGENTS, EMPLOYEES, PATRONS,
CONTRACTORS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE
OF THE LICENSED PROPERTY BY ANY OF THEM, FOR ANY INJURY TO
OR DEATH OF PERSONS EXCEPT TO THE EXTENT THE SAME ARE
ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR NEGLIGENCE OF AN
INDEMNITEE. IN NO EVENT SHALL ANY INDEMNITEE BE LIABLE IN ANY
MANNER TO LICENSOR OR ANY OTHER PARTY TO THE EXTENT THE
SAME IS ATTRIBUTABLE TO THE ACTS OR OMISSIONS OF LICENSOR,
ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN
CONNECTION WITH THE USE OF THE LICENSED PROPERTY BY ANY OF
THEM.
10. MISCELLANEOUS PROVISIONS:
a. Number and Gender: Words of any gender used in this Agreement shall
be held and construed to include any other gender; and words in the
singular shall include the plural and vice versa, unless the text clearly
requires otherwise.
b. Mechanic's Liens Not Permitted: Licensor will promptly remove or bond-off
any mechanic's or materialmen's liens of any nature affixed against the
Licensed Property.
c. Termination: This Agreement may be terminated by written agreement of
both Parties or by Licensee providing Licensor thirty (30) days' written
notice. This Agreement shall terminate automatically upon the approval,
execution and delivery of the New Easement, and although not necessary,
if requested by Licensor, Licensee will execute a termination and release
of this Agreement in recordable form.
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Permanent Water Facility License Agreement(CFW &American Airlines, Inc.)
d. Successors and Assigns: This Agreement shall run with the Leased
Premises and shall be binding on the respective Parties successors and
assigns.
e. Notice: Notices required pursuant to the provisions of this Agreement shall
be conclusively determined to have been delivered when (1) hand-
delivered to the other Party, its agents, employees, servants or
representatives, or (2) received by the other Party by United States Mail,
registered, return receipt requested, addressed as follows:
i. To Licensor:
American Airlines, Inc.
4333 Amon Carter Boulevard
MD 5317
Fort Worth, Texas 76155
Attention: Vice President Airport Affairs and Facilities
With a copy to:
American Airlines, Inc.
4333 Amon Carter Boulevard
MID 5675
Fort Worth, Texas 76155
Attention: General Counsel
ii. To Licensee:
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attention: Assistant City Manager (Property Management)
With a copy to the City Attorney at the same address.
f. No Partnership Formed: Neither Licensor nor Licensee has become a
partner of the other in the conduct of their business or otherwise, or a joint
venture or a member of a joint enterprise with the other, by virtue of this
Agreement.
g. Severability: If any clause or provision of this Agreement is or becomes
illegal, invalid or unenforceable because of present or future laws or any
rule or regulation of any governmental body or entity, effective during the
term of the Agreement, the intention of the Parties hereto is that the
remaining parts of this Agreement shall not be affected thereby unless
such invalidity is, in the sole determination of the Licensee, essential to
the rights of both Parties, in which event Licensee has the right, but not
the obligation, to terminate the Agreement upon written notice to Licensor.
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Permanent Water Facility License Agreement(CFW &American Airlines, Inc.)
h. Audit: Pursuant to Chapter 2, Article IV, Division 3, Section 2-134,
Administration, Powers and Duties of the Department of Internal Audit, of
the Code of Ordinances of the City of Fort Worth, Licensor agrees that
Licensee shall, until the expiration of three (3) years after termination or
expiration of this Agreement, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and
records of Licensor involving transactions relating directly to this
Agreement at no additional cost to the Licensee. Licensor agrees that the
Licensee shall have such access during normal working hours to all
necessary Licensor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the
provisions of this section. The Licensee shall give Licensor not less than
ten (10) business days' written notice of any intended audits.
i. Entire Agreement: This Agreement constitutes the entire agreement
between Licensor and Licensee relating to the use of the Licensed
Property and no prior written or oral covenants or representations relating
thereto not set forth herein shall be binding on either Party hereto.
j. Amendment: This Agreement may not be amended, modified, extended,
or supplemented except by written instrument executed by both Licensor
and Licensee.
k. Counterparts: This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which shall constitute
but one and the same document.
I. Filing in Deed Records: Licensor shall file this Agreement in the deed
records of Tarrant County within fifteen (15) days of its execution.
m. Governing Law and Venue: This Agreement shall be construed in
accordance with the laws of the State of Texas. If any action, whether real
or asserted, at law or in equity, is brought on the basis 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.
n. Review of Counsel: The Parties acknowledge that each Party and its
counsel have reviewed this Agreement and that the normal rules of
construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this
Agreement or exhibits hereto.
o. No Waiver: The failure of the Licensor or Licensee to insist upon the
performance of any term or provision of this Agreement or to exercise any
right granted herein shall not constitute a waiver of the Licensor's or
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Permanent Water Facility License Agreement(CFW &American Airlines, Inc.)
Licensee's respective right to insist upon appropriate performance or to
assert any such right on any future occasion.
p. Governmental Powers: It is understood and agreed that by execution of
this Agreement, Licensee does not waive or surrender any of its
governmental powers.
q. Headings Not Controlling: Headings and titles used in this Agreement are
for reference purposes only and shall not be deemed a part of this
Agreement.
r. Signature Authority: The person signing this Agreement hereby warrants
that he/she has the legal authority to execute this Agreement on behalf of
the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity.
Each party is fully entitled to rely on these warranties and representations
in entering into this Agreement or any amendment hereto.
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Permanent Water Facility License Agreement(CFW &American Airlines, Inc.)
AGREED:
LICENSOR: AMERICAN AIRLINES, INC. LICENSEE- CITY OF FORT WORTH
im worth ,, Jesu J. Chapa
Vice President Airport Affairs and Facilities Assistant City Manager
APPRe%vE^u AS TO FORM MNED LEU ►Li T Y
f /)n(--NV/
Jessica,Sa va g, Ass tant Cit Attorney
ATTEST:
FT My
0. y-
ary Kayser
V ity Secretary
( No M&C Required
Form 1295 Certification No. N/A
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.
Nam : Wendy Chi-Babulal
Title: Engineering Manager, Water
O FFU
CITY SECRETAM—
• i
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Permanent Water Facility License Agreement(CFW &American Airlines, Inc.)
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Timothy Skipworth, Vice President Airport Affairs and Facilities,
known to me to be the same person whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of American Airlines, Inc. and that he/she
executed the same as the act of said American Airlines, Inc. for the purposes and consideration
therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2C�
t.► Brittany Carter Notary ublic in and fqr the State of Texas
�. n \o18rPublic.
o'-�K �' Fxpires_10-17_2018..
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF TARRANT § � �C
BEFORE ME, the undersigned authorit , a Notary Public in and r the
State of Texas, on this day personally appeared a, A�sststant�ity
Manager of the City of Fort Worth, known to me to be the same person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the
act of the City of Fort Worth and that he/she executed the same as the act of the City of
Fort Worth for the purposes and consideration therein expressed and in the capacity
therein stated. I
GIVEN UNDER MY HAND AND SEAL OF OFFICE this / day of
' 2010 .
E DAL, Cj k
Atjky E'li��,41 t Public in and for the Stat of Texas
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Permanent Wa I License Agreement(CFW &American Airlines, Inc.)
Exhibit A WATER EASEMENT
Part of
Dallas- Fort Worth Regional Airport Board Tract
Vincent J. Hutton Survey, Abstract No. 681
City of Fort Worth, Tarrant County, Texas
DESCRIPTION, of a 450 square foot (0.010 acre) tract of land situated in the Vincent J. Hutton Survey,
Abstract No.681,Tarrant County,Texas; said tract being part of that certain tract of land described in Deed
and Assignment to Dallas-Fort Worth Regional Airport Board recorded in Volume 6653, Page 863 of the
Deed Records of Tarrant County, Texas; also being a portion of a Water Easement dedicated to the City
of Fort Worth and recorded in Volume 4644, Page 810 of said Deed Records; said 450 square foot(0.010
acre) tract being more particularly described as follows (Bearing system for this survey is based on the
State Plane Coordinate System, North American Datum of 1983 (2011), Texas North Central Zone 4202):
COMMENCING, at a 518-inch iron rod found for corner at an angle point in the westerly right-of-way line of
State Highway 360(a variable width right-of-way)and a east line of said Dallas-Fort Worth Regional Airport
Board tract;
THENCE, South 00 degrees, 51 minutes, 57 seconds East, along the said westerly line of State Highway
360 and the said east line of the Dallas-Fort Worth Regional Airport Board tract, a distance of 26.61 feet to
the POINT OF BEGINNING;
THENCE, South 00 degrees, 51 minutes, 57 seconds East, continuing along the said westerly line of State
Highway 360 and the said east line of the Dallas-Fort Worth Regional Airport Board tract, a distance of
30.00 feet to a point for comer;
THENCE, departing the said west line of State Highway 360, the said east line of the Dallas-Fort Worth
Regional Airport Board tract and over and into said Dallas-Fort Worth Regional Airport Board tract, the
following three (3) calls:
South 89 degrees, 10 minutes, 42 seconds West, a distance of 15.02 feet to a point for comer;
North 00 degrees, 49 minutes, 18 seconds West, a distance of 30.00 feet to a point for corner:
North 89 degrees, 10 minutes, 42 seconds East, a distance of 15.00 feet to the POINT OF
BEGINNING;
CONTAINING: 450 square feet or 0.010 acres of land, more or less.
(A survey plat of even survey date herewith accompanies this description.)
The undersigned, Registered Professional Land Surveyor, hereby certifies that the foregoing description
accurately sets out the metes and bounds of the easement tract described.
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KYLE COt EMANHARRIS
.......................
(Kyle Coleman Harris Date �'s4y 6266 ��;.
Registered Professional Land Surveyor No. 6266 ���Fg
Pacheco Koch Consulting Engineers, Inc.
7557 Rambler Road, Suite 1400, Dallas TX 75231
(972)235-3031
TX Reg. Surveying Firm LS-10008000
3051-17.052EX7.docx
3051-17.052EX7.dwg acd
Sheet 1 of 2
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4
a
0 15 30 60
�DIFW BOUNDARY' sNCH IRON ROD `�\
CAP FOUND GRAPHIC SCALE IN FEET
1 O
1 5/8-INCH IRON ROD
W/'DFW BOUNDARY-
WATER
OUNDARYWATER EASEMENT CAP FOUND
(VOL. 4644. PG. 810) (C.M.)
(D.R.T.C.T.)
v
DALLAS--FORT WORTH $
REGIONAL AIRPORT BOARD =
(VOL. 6653, PG. 863)
(D.R.T.C.T.) rr w^
5/8-INCH IRON V
1 ROD FOUND
S 00'51'57" E /�
26.61' �. U. C. m
a
N 8910'42" E � ROA
�, �
WATER EASEMENT 15'00
450 SF
(0.010 ACRES) co
N 00'49'18" W S 00'51'57" E
30.00' 30.00'
S 89'10'42" W N
g 15.02'
m
I
— — — '- i.QSB.3t• — LEGEND
LOT 1 BLOCK 2 — — — —PROPERTY LINE
DALLAS—FORT WORTH q — — PROPOSED EASEMENT LINE
AMERICAN AIRLINES
REGIONAL AIRPORT BOARD °D —EXISTING EASEMENT LINE
ADDITION NORTH TRACT ' O POINT FOR CORNER
(VOL, 388--133, PG. 60) (VOL. 6653, PG. 856) ( (C M.) CONLTROL I GERWISE MONUMENTED)
(D. R.D.C.T.) (D.R.D.C.T.)
P.O.B. POINT OF BEGINNING
3 P.O.C. POINT OF COMMENCING
(D.R.T.C.T.) DEED RECORDS TARRANT COUNTY TEXAS
i The undersigned, Registered Professional Land NOTES,
n Surveyor, hereby certifies that this plat of
survey accurately sets out the metes and t�..�F• �F 1. A metes and bounds description of even
bounds of the easement tract described. 1''G18TEq••:fy
hr�� \� Fv..s survey date herewith accompanies this plat
of survey.
KYLE
s .....COLEMAN.HARR.. 2. Bearing system for this survey is based on
G� 11 /8 ' 0 6266 Q the State Plane Coordinate System, North
4 sB`0`�:.0 American Datum of 1983 (2011), Texas North
n
Kyle Colem Harm Date O S R V Central Zone 4202.
Registered Professional
Land Surveyor No. 6266
W 7557 RAMBLER ROAD. SUITE 1400 WATER EASEMENT
APacheco Koch DALLAS, TX 75231 972.235.3031 PART of
TX REG. ENGINEERING FIRM F-469 DALLAS—FORT WORTH
TX REG. SURVEYING FIRM LS-10008000 REGIONAL AIRPORT BOARD TRACT
mA*w or I cmrcKfo=or � E n,1 rt JOB NUMBERVINCENT J. HUTTON SURVEY, ABSTRACT NO. 681,
CITY OF FORT WORTH, TARRANT COUNTY, TEXAS
MWW30' SEPT. 2018 3051-17.052 SHEET 2 OF 2