HomeMy WebLinkAboutContract 52056 CITY SECRETARY
,,ONMCT NO. J a o 5 b
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF TARRANT §
CITY OF FORT WORTH
RIGHT-OF-WAY 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 expand Licensee's right-of-way in order to
construct improvements;
WHEREAS, Licensee's existing right-of-way was dedicated by deed (Volume 388-133
Page 60) and the additional right-of-way described herein (the "Additional Right-of-Way")
will be created by a separate right-of-way easement instrument to be executed by the
Airport Board;
WHEREAS, the easement for the Additional Right-of-Way must be approved by the
Airport Board and both the Cities of Dallas and Fort Worth, which is very time consuming
and not completely certain;
WHEREAS, the Parties have agreed to enter into this Agreement to allow Licensor to
begin construction of improvements in the Additional Right-of-Way and anticipate the
Airport Board's execution of the easement for the Additional Right-of-Way at a later time;
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
("Consideration").
2. LICENSED PROPERTY: One tract of land, the tract being a 0.088 acre (3,845
square foot) tract of land situated in the W. Matthews Survey, Abstract Number
1052, Tarrant County, Texas; said tract being part of Lot 1, Block 3, American
Airlines Addition, an addition to the City of Fort Worth, Texas according to the plat
recorded in Volume 388-133, Page 60, Plat Records of Tarrant County, Texas;
said tract also being part of that certain tract of land described in the Warranty
Deed to Dallas-Fort Worth Regional Airport Board recorded in Volume 6710, Page
fF:T
L RECORD
ECRE°fARY
G ��� DRTH,TX
520, Deed Records of Tarrant County, Texas, and more fully described by metes
and bounds in Exhibit "A" attached hereto and incorporated herein for all pertinent
purposes (the "Licensed Property").
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, reconstruction, operation, maintenance, replacement, upgrade, and
repair of roadway (the "Facility") within the Licensed Property, including, without
limitation, curbs, travel lanes, drainage structures, sidewalks, street lights, traffic
control devices, traffic signals, construction easements, drainage easements,
bicycle lanes, and utilities. The Facility includes all incidental underground and
above ground attachments, equipment and appurtenances, including, but not
limited to curbs, travel lanes, drainage structures, sidewalks, street lights, traffic
control devices, traffic signals, construction easements, drainage easements,
bicycle lanes, and utilities 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. Following
Licensee's acceptance of the Facility, Licensee (and not Licensor or the Airport
Board) shall be responsible for maintaining, replacing, upgrading and repairing the
Facility.
4. RESTRICTIONS ON LICENSOR'S USE: Licensor does hereby acknowledge that
this License includes the right of the Licensee to permit the public to use the
Licensed Property as a public right-of-way. 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) obstruct the Licensed Property
which interferes in any material way with Licensee's access to the Facility or
otherwise impedes the public's use, or(ill) 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, save and except those approved by the
Licensee as being a part of the Facility.
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 January 9th, 2019, and shall remain in
full force and effect until the sooner of 1) when the easement for the Additional
Right-of-Way 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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Right-of-Way Facility License Agreement(CFW&American Airlines, Inc.)
7. FUTURE ACTS: Licensor agrees that it will coordinate with the Airport Board as
may be reasonably necessary to facilitate the approval, execution and delivery of
the easement instrument for the Additional Right-of-Way.
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
CONSTRUCTION OF THE PROJECT BY LICENSOR (BUT NOT AFTER
THE PROJECT IS ACCEPTED BY LICENSEE) OR(2) 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. THIS
INDEMNIFICATION SHALL NOT BE 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
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Right-of-Way Facility License Agreement(CFW&American Airlines, Inc.)
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.
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 to the extent the same arise by, through or under
Licensor.
c. Termination: This Agreement may be terminated by written agreement of
both Parties. This Agreement shall terminate automatically upon the
approval, execution and delivery of the easement for the Additional Right-
of-Way, and although not necessary, if requested by Licensor, Licensee will
execute a termination and release of this Agreement in recordable form.
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:
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Right-of-Way Facility License Agreement(CFW&American Airlines, Inc.)
American Airlines, Inc.
4333 Amon Carter Boulevard
MD 5675
Fort Worth, Texas 76155
Attention: General Counsel
H. 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.
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 directly involving the transactions relating to this
Agreement at no additional cost to the Licensee. Licensor agrees that the
Licensee shall have 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) 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.
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Right-of-Way Facility License Agreement(CFW&American Airlines, Inc.)
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
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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Right-of-Way Facility License Agreement(CFW&American Airlines, Inc.)
[THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY; THE
SIGNATURE PAGE FOLLOWS]
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Right-of-Way Facility License Agreement(CFW&American Airlines, Inc.)
AGREED:
LICENSOR: AMERICAN AIRLINES, INC. LICENSEE: CITY WORTH
Timot r�p�Q,fFR..
Vice President Airport Affairs and Facilities Assistant City Manager
APPROVED AS TO FORM AND LEGALITY
Jessica Sangsvang, 1Assi tant City.�torney
FORT
,
ATTEST: d"
By.- , U
Mary Kayser
City Secreta . '
•��ra
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.
- Aun ,
Name: p ►� � . W�111,�,Q,ri,
Title:
OFFICIAL811aggORD
Right-of-Way Facility License Agreement(CFW&American Airlines, Inc.) CITY SECRETARY
FT.WORTH,TX
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 I" day of
20`l
O�tPpYPG���, JOANNA MOORE
_a: =Notary Public,State of Texas
�tl� y
N ry Public in and for the State of Texas . .• 1+�� Comm.Expires 09-29-2022
1IN Notary ID 129975712
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned quthority, a Notary Public in and for the State of
Texas, on this day personally appeared ttS.Assistant City 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
' 204. `'p �i; MARIA S.SANCHEZ
My Notary ID#2256490
V+"+' Expires December 19,2021
Notary Public in and for the Sta a of Texas
OFFICIAL RKORD
Right-of-Way Facility License Agreement(CFW&American Airlines, Inc.) CITY SECRETARY
FT. WORTH,TX
METES AND BOUNDS DESCRIPTION
BEING a 0.088 acre tract of land situated in the W. Matthews Survey, Abstract Number 1052, Tarrant County,
Texas, in the City of Fort Worth, being a portion of the tract of land described in the instrument to Dallas—Fort
Worth Regional Airport Board recorded in Volume 6710, Page 520, Deed Records of Tarrant County, Texas, also
being a portion of Lot 1, Block 3, American Airlines Addition, an addition to the City of Fort Worth according to
the plat recorded in Volume 388-133, Page 60, Plat Records of Tarrant County, Texas said 0.088 acre tract of
land being more particularly described as follows:
BEGINNING at a 1/2 inch iron rod found in the easterly right—of—way line of American Boulevard (a 68 foot wide
right—of—way) as shown on said American Airlines Addition for the northwesterly corner of said Lot 1, Block 3;
3
p THENCE with the northerly line of said Lot 1, Block 3 North 88. 41' 45" East a distance of 20.14 feet to a
point;
E THENCE departing the northerly line of said Lot 1, Block 3 South 00' 57' 30" East a distance of 21.77 feet to a
point;
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THENCE South 63' 30' 18" East a distance of 18.80 feet to a point;
0
THENCE South 00' 57' 30" East a distance of 13.69 feet to a point;
u
THENCE North 86' 50' 50" East a distance of 23.47 feet to a point;
0
8 THENCE South 00' 57' 30" East a distance of 24.67 feet to a point;
THENCE South 89' 02' 30" West a distance of 38.73 feet to a point;
m
THENCE South 00' 57' 30" East a distance of 42.60 feet to a point;
0
a
THENCE South 33' 26' 33" West a distance of 26.13 feet to a point;
a
THENCE South 89' 04' 36" West a distance of 6.64 feet to a point in the easterly right—of—way line of
z American Boulevard;
THENCE with the easterly right—of—way line of American Boulevard North 01' 01' 06" West a distance
of 131.94 feet to the POINT OF BEGINNING;
8
CONTAINING a computed area of 0.088 acres (3,845 square feet) of land.
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EXHIBIT 'A'
R 6001666.004 PAGE 1 OF 2
E A drawing of even date accompanies
o this metes and bounds description. �1 s,, o,�9t�•F a r,,:.zj
LICENSE AGREEMENT
DECEMBER 17,2018
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550 Bailey Avenue •Suite 400 • Fort Worth,Texas 76107 p•4�
Tel:817.335,112I TARRANT COUNTY,TEXAS
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o FIRM REGISTRATION 10098100 +•--�'
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1 DFW REGIONAL AIRPORT BOARD
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SCAM FEET STAMPED ALUMINIUM DISK
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EXHIBIT 'A'
R 8001666.004 PAGE 2 OF 2
E A metes and bounds description of even
o date accompanies this drawing.
LICENSE AGREEMENT
o DECEMBER 17,2018
Z 0.088 ACRES
°
DUNAWAY (3,845 SQUARE FEET)
E
E CITY OF FORT WORTH
550 Bailey Avenue • Suite 400 •Fort Worth,Texas 76107
Tel:817.335.1 121 TARRANT COUNTY,TEXAS
o FIRM REGISTRATION 10098100
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