HomeMy WebLinkAboutContract 35831CIiY SECREi�f�Y��,'�
CONTRACT N(� ,
LEASE/LICENSE AGREEMENT
This Lease/License Agreement is made and entered into between Eagle Mountain-
Saginaw Independent School District acting by and through its Board of Trustees, herein
designated as "EMS-ISD", and the City of Fort Worth acting herein by and through
�-' )�;= � C' ��' 1 f , Assistant City Manager, herein designated as "City".
WITNESSETH:
WHEREAS, EMS-ISD is constructing improvements located on W. Bailey Boswell
Road located in the City of Fort Worth;
WHEREAS, as part of the construction of the improvements, EMS-ISD is required to
establish sewer connections to an existing sewer line located in an easement owned by the City
(the "Leased Premises");
WHEREAS, City has agreed to enter into a non-exclusive Lease/License Agreement
with EMS-ISD for the lease and license to use a portion of the Leased Premises in order that
EMS-ISD may construct the sewer connections ("Work"), such Work being for the benefit of
EMS-ISD and City, as are more particulary described in the attached Exhibit "A-1". The
location of the Leased Area is described on Exhibit "A-1" attached hereto and made a part
hereof.
NOW, THEREFORE, for and in consideration of EMS-ISD constructing the Work and
other good and valuable consideration paid, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Leased Premises. City, in consideration of EMS-ISD constructing the Work and of
the covenants and agreement to be performed by EMS-ISD herein set forth, does hereby
grant to EMS-ISD a non-exclusive lease of and temporary construction easement in the
Leased Premises. City further grants a non-exclusive license to EMS-ISD to use the
Leased Premises for performance of the Work.
2. Non-Exclusivitv. This Lease/License and other rights and benefits herein created are not
exclusive, and City hereby reserves the right to grant such other leases, licenses,
easements, rights, benefits, or privileges to such persons and for such purposes as City in
its discretion may elect, so long as such purposes do not materially interfere with the
rights and benefits granted herein to EMS-ISD.
3. Term of Lease/License. The term of this Lease/License shall be until completion of the
Work and acceptance by City.
4. Acceptance of the Leased Premises by EMS-ISD. EMS-ISD taking possession of the
Leased Premises shall be conclusive evidence that (a) the Leased Premises are suitable for
the purposes and uses for which same are leased; and (b) EMS-ISD waives any�3n,d al� .� �
defects in and to the Leased Premises, its appurtenances, and in all the appurt�� �' �'s� �''� I
thereto. Further, EMS-ISD takes the Leased Premises and all appurtenances; in�"��'i�y�"
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condition without warranty, expressed or implied, on the part of City. City shall not be
liable to EMS-ISD, EMS-ISD's agents, employees, contractors, invitees, licensees, or
guests for any damage to any person or property due to EMS-ISD's actions or EMS-ISD's
contractor's actions on the Leased Premises.
5. No Services. City shall not furnish EMS-ISD with any utilities, cleaning, lighting,
security, fence, gate or any other items or services for the Leased Premises. Any services
or utilities needed by EMS-ISD will be provided by EMS-ISD at its sole cost.
6. Road Closures. If EMS-ISD requires any road closures, partial road closure, or assistance
in obtaining access of the Leased Premises in order to construct the Work, EMS-ISD
agrees to coordinate same with City and obtain Cit 's consent before any closure. To
obtain City's consent, EMS-ISD shall contact � C,F .
7. Use and occupancv_. EMS-ISD shall, at its expense, use and maintain the Leased
Premises in a neat, clean, careful, safe, and proper manner and comply with all applicable
laws, ordinances, orders, rules, and regulations of all governmental bodies (state, county,
federal, and municipal). EMS-ISD shall use and occupy the Leased Premises in order to
construct the Work and for no other purpose. EMS-ISD agrees not to use or to allow or
permit the Leased Premises to be used for any purposes(s) prohibited by any law of the
United States or the State of Texas or by any ordinance of the City of Fort Worth; and
EMS-ISD agrees not to commit waste or permit waste to be committed or to allow, or
permit any nuisance on or in the Leased Premises. At the termination of this
Lease/License, whether by lapse of time or otherwise, EMS-ISD shall deliver the Leased
Premises to City in as good condition as the same was as of the date of the taking of
possession thereof by EMS-ISD.
8. Assignment and Sublettin�. Neither party hereto shall assign, sublet or transfer its
interest herein without prior written consent of the other party, and any attempted
assignment, sublicense or transfer of all or any part hereof without such prior written
consent shall be void..
9. Alterations, Additions, and Improvements. Other than EMS-ISD constructing the Work,
EMS-ISD shall make no alterations in, or additions to, the Leased Premises without the
prior written consent of City. All alterations, additions and improvements made to or
fixtures or other improvements placed in or upon the Leased Premises shall be deemed a
part of the Leased Premises and the property of City at the end of the term of the Lease.
All such alterations, additions, improvements, and fixtures shall remain upon and be
surrendered with the Leased Premises as a part thereof at the termination of this
Lease/License.
10 Insurance. EMS-ISD shall not enter the Leased Premises and commence construction of
the Improvements until its contractors have obtained the following insurance coverage
and shown proof of such coverage to City:
Commercial General Liability (CGL) Insurance Policy
$ 500,000 each occurrence
$1,000,000 aggregate limit
Page 2 of 6
Automobile Liability Insurance Policy
$1,000,000 each accident on a combined single limit basis
or
$300,000 Property Damage
$500,000 Bodily Injury per person per occurrence
A commercial business policy shall provide coverage on "Any Auto", defined as
autos owned, hired and non-owned.
Workers' Compensation Insurance Policy
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas Workers' Compensation
Act (Sec. 401.001 et se�. Texas Labor Code) and minimum policy limits for
Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily
injury disease policy limit and $100,000 per disease per employee.
City, its Officers, Employees and Volunteers shall be named as an Additional Insured.
Exception; the additional insured status does not apply to Workers' Compensation policies.
Thirty (30) days notice of cancellation or non-renewal: The following clause is required: "This
insurance shall not be canceled, limited in scope or coverage, cancelled or non-renewed, until
after thirty (30) days prior written notice has been given to the City of Fort Worth by U.S. mail."
The insurers for all policies must be licensed/approved to do business in the State of Texas and
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 City).
11. Liens. EMS-ISD will not cause or permit any mechanics' liens or other liens to be filed
against the Leased Premises by reason of any work, labor, services, or materials supplied
or claimed to have been supplied to Licensee. If such a mechanic's lien or materialman's
lien is recorded against the Leased Premises, EMS-ISD must either cause it to be removed
or, if EMS-ISD in good faith wishes to contest the lien, take timely action to do so, at
EMS-ISD's sole expense.
12. No Hazardous Or Toxic Substances. Under no circumstances during the term of this
License shall EMS-ISD use or cause to be used or any hazardous or toxic substances or
materials, or store or dispose of any such substances or materials on the Leased Premises.
13. Default bv EMS-ISD. If EMS-ISD defaults in the performance of any term of this
Agreement City may send EMS-ISD a certified letter explaining the deficiency in their
performance of this Lease/License. EMS-ISD shall correct such deficiency.
Page 3 of 6
14. Notice. All notices, requests, and other communication under this Lease/License shall be
in writing and shall be delivered in person or sent by certified mail, return receipt
requested, addressed as follows:
If intended for CITY:
City Manager
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Telephone (817) 392-6111
Facsimile: (817) 392-6134
E-Mail:
If intended for EMS-ISD:
Jim Schiele
Assistant Superintendent for Business and Auxiliary Support
Services
Eagle Mountain-Saginaw ISD
1200 Old Decatur Road
Fort Worth, TX 76179
Telephone: 817.232.0880
Fax:817.
or at such other address, and to the attention of such other person, as the parties shall give
notice as herein provided. All such notices, requests and other communications shall be
deemed to have been sufficiently given for all purposes hereof, whether actually received
or not, upon deposit of both the original and copy in a post office or official depository of
the United States Postal Service.
15. Severabilitv. 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 or unconstitutional for any reason, the remainder of this
Agreement 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.
16. 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 drafting party
must not be employed in the interpretation of this Agreement or any amendments or
exhibits hereto.
17. No Third-Partv Beneficiaries. This Agreement shall inure only to the benefit of the
parties hereto and third persons not privy hereto shall not, in any form or manner, be
Page 4 of 6
considered a third party beneficiary of this Agreement. Each party hereto shall be solely
responsible for the fulfillment of its own contracts or commitments.
18. Venue And Jurisdiction. 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. This Agreement shall be construed in
accordance with the laws of the State of Texas.
19. Independent Contractor. EMS-ISD shall perform all work and services hereunder as an
independent contractor, and not as an officer, agent, servant or employee of City. EMS-
ISD shall have exclusive control of, and the exclusive right to control the details of the
work performed for the Work, and all persons perfortning same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees and
subconsultants (or subcontractors). Nothing herein shall be construed as creating a
partnership or joint venture between the City and EMS-ISD, its officers, agents,
employees and subconsultants (or subcontractors), and doctrine of respondent superior
has no application as between the City and EMS-ISD.
20. Compliance With Law. EMS-ISD, its officers, agents, employees, contractors and
subcontractors, shall abide by and comply with all laws, federal, state and local, including
the Charter and all ordinances, rules and regulations of City. It is agreed and understood
that, if City calls the attention of EMS-ISD to any such violations on the part of EMS-
ISD, its officers, agents, employees, contractors or subcontractors, then EMS-ISD shall
immediately desist from and correct such violation.
21. Governmental Powers. It is understood that by execution of this Agreement, the City
does not waive or surrender any of it governmental powers or immunities.
22. Counterparts. This Agreement may be executed in several counterparts, all of which
when taken together shall constitute one and the same agreement.
23. Entire Agreement. It is expressly agreed by EMS-ISD. as a material consideration for
the execution of this Lease/License, that there are and were no verbal representations,
understandings, stipulations, agreements, or promises pertaining thereto not incorporated
in writing herein, and it is likewise agreed that this Lease/License shall not be altered,
waived, amended, modified, or extended otherwise than as provided herein, except same
may be done in writing signed by each of the parties hereto.
In witness whereof, the parties hereto have caused this Lease/License to be executed as
the day and year first above set forth.
Page 5 of 6
CITY OF FOI�' WORTH
Printed I�ame:�'l/`�ct,�� � � b
Assistant City Manager
APPROVED AS TO FORM:
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Assistant City Afttorney
ATTEST:
City Secretary
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ontract Authorization
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Date
Page 6 of 6
A LE MOUNTAIN-SAGINAW
T�OOL DISTRICT
,
Steven Newcom
President, Board of Trustees
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/18/2007
DATE: Tuesday, September 18, 2007
LOG NAME: 12EMSBOSWELLHS
REFERENCE NO.: **C-22386
SUBJECT:
Authorize a Non-Exclusive License/Lease Agreement with Eagle Mountain-Saginaw Independent
School District to Access a Sanitary Sewer Easement to Connect Boswell High School Sewer
Facilities to a City of Fort Worth Sewer Line
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a non-exclusive
license/lease agreement with Eagle Mountain-Saginaw Independent School District to access a sanitary
sewer easement to connect Boswell High School sewer facilities to a City of Fort Worth sewer line.
DISCUSSION:
Eagle Mountain-Saginaw Independent School District ("EMS-ISD") is constructing improvements to be
located on West Bailey Boswell Road in the City of Fort Worth. Said improvements are required to
establish sewer connections between Boswell High School and an existing City sewer line located in an
easement granted to the City of Fort Worth. Under state law, the school district must own or lease property
upon which it spends resources. Therefore, EMS-ISD has requested a non-exclusive license/lease
agreement covering the area reflected in Attachment "A" hereto to construct the improvements required to
connect to the sewer line.
The non-exclusive license/lease agreement will be for a term beginning upon execution and terminating
when the improvements are completed and accepted by the City.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on city funds.
TO Fund/Account/Centers
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
Logname: 12EMSBOSWELLHS
FROM Fund/Account/Centers
Marc Ott (6122)
David Yett (7623)
Amy Ramsey (7617)
Page 1 of 1
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