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HomeMy WebLinkAboutContract 52114 CITY SECRETARY CONTRACT NO.. LICENSE AGREEMENT G\ This License Agreement (the "Agreement") is made and entered into to be effective as of the day of April,2019,by and between the Tarrant Regional Water District,a Water Control and Improvement District (the "District") and the City of Fort Worth, Texas, a home-rule municipal corporation("Licensee"). WHEREAS,the District owns a tract of real property hereinafter specifically described on 1076 Calvert, Fort Worth, Texas 76107, and the improvements thereon (collectively, the "Property"); WHEREAS,the City of Fort Worth desires use of the Property for certain training exercises to be conducted by the Licensee's Special Weapons and Tactics Section (SWAT) at the Property; WHEREAS,the District has agreed to permit Licensee to use the Property upon the terms and conditions set forth herein; and WHEREAS,the District and Licensee desire to define and set forth their respective duties and obligations with respect to the Property by this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the recitals set forth above, which are not recitals only but form part of this Agreement, and other good and valuable consideration, including Licensee's obligation to make the rental payments provided for herein,the District and Licensee do hereby agree as follows: 1. License of the Property. A. In consideration of the obligations of Licensee as more fully set forth in the terms, provisions, and covenants hereof, the District hereby demises and licenses to Licensee, and Licensee hereby takes from the District, use of the Property solely for the purposes of certain training exercises. A JJ? B. April 1, 2019 Licensee may deliver, at Licensee's sole cost, risk and expense, a wrecked(scrap)vehicle to the Property for use in its training exercises. Licensee shall remove such vehicle from the Property at the conclusion of the Initial Term. Licensee shall promptly, at is sole cost and expense,perform any clean up or repairs to the Property necessitated by Licensee's use of the Property. 2. Term. A. The term of this Agreement shall be for a two (2) days, being April I" & 2nd, 2019 (the "Initial Term"). B. At the sole and absolute discretion of the District, the District may permit LICENSE AGREEMENT BETWEEN OFFICIAL RECORD TARRANT REGIONAL WATER DISTRICT& -�Y,p CITY OF FORT WORTH CI 8 GRUARY FT WORTH,TX Licensee to use the Property after (i) expiration of the Initial Term or (ii) termination of this Agreement. Any such use by Licensee shall be (i) subject to the terms of this Agreement, (ii) deemed to be a day-to-day use, and (iii)terminable immediately by either party upon written notice. 3. Condition of the Property. Licensee expressly acknowledges and agrees that it has conducted a full, complete physical examination of the Property and hereby accepts the Property,AS IS, WHERE IS,AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENTION OF THE DISTRICT AND LICENSEE TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION,THE IMPLIED WARRANTY OF SUITABILITY,AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF TEXAS. 4. Utilities. Utilities will not be activated on the property by District or Licensee. 5. Taxes. A. Because the District is a governmental entity, it is anticipated that the Property will be exempt from ad valorem taxes effective as of the Commencement Date. In the event that the Property is taxed, however, Licensee shall not be responsible for any ad valorem taxes attributable to the period that Licensee uses the Property hereunder. B. Licensee shall pay any and all personal property taxes, charges and assessments levied or imposed against (i) Licensee's personal property and equipment located on, in, or about the Property or (ii) any other personal property used by Licensee in its business. Licensee shall pay any and all income, franchise, or other taxes payable with respect to the income, operations, or assets of Licensee. 6. Repairs and Maintenance. Licensee expressly acknowledges and agrees that the District shall have no obligation to make repairs or to generally maintain the Leased Premises. If deemed necessary by Licensee, any such repairs (including structural repairs) or general maintenance shall be Licensee's sole responsibility and expense. Licensee shall maintain the Property as necessary to serve Licensee's purposes hereunder. 7. Alterations and Improvements. Licensee shall make no alterations or improvements to the Property ("Licensee Improvements")without the prior written consent of the District after receipt and review of plans therefore, which consent shall not be unreasonably withheld. Any Licensee Improvements approved by the District and made by Licensee after the Commencement Date which remain on the Property after the termination of this Agreement shall become the property of the District and may be disposed of as the District may determine with no liability or obligation to Licensee. LICENSE AGREEMENT BETWEEN TARRANT REGIONAL WATER DISTRICT& CITY OF FORT WORTH PAGE 2 8. Insurance. A. The District shall have no contractual obligation to insure the Property or any of Licensee's personal property located thereon or therein. B. Lessee is a self-funded entity and as such may not maintain a commercial liability insurance policy to cover premises liability. Damages for which Lessee would ultimately be found liable would be paid directly and primarily by the Lessee and not by a commercial insurance company. C. In the event the Property or Licensee's contents or personalty located thereon or therein are damaged or destroyed by fire or other casualty for which insurance is maintained by Licensee, the rights of Licensee against the District with respect to such damage or destruction or claim are waived; all rights of subrogation in favor of any other third party are waived; all policies of insurance shall contain a clause or endorsement providing in substance that the insurance shall not be prejudiced if the Licensee has waived right of recovery from any person or persons prior to the date and time of loss or damage, if any. The failure of Licensee to obtain such endorsements, however, shall not negate or otherwise adversely affect the waiver of subrogation herein set forth, which waiver in all instances shall be binding upon the Licensee and its respective insurers, as well as any other person asserting a claim by,through or under Licensee. 9. Indemnity. To the extent permitted by law, Licensee agrees to indemnify and hold harmless the District and its agents, attorneys, employees, contractors, representatives, officers, directors, and related parties (the "District Indemnified Parties") of and from any claim, assertion, demand, right, or cause of action arising out of Licensee's use of the Property or the performance of this Agreement. Nothing contained herein shall ever be construed so as to require Licensee to assess, levy and collect any tax to fund its obligations under this Agreement. 10. Environmental Matters. A. For purposes of this Agreement,"Hazardous Materials"means and includes those substances deemed hazardous,toxic or dangerous under any Hazardous Material Law (defined below), including, without limitation, asbestos or any substance containing asbestos,the group of organic compounds known as polychlorinated biphenyls,flammable explosives, radioactive materials, chemicals known to cause cancer or reproductive toxicity, pollutants, effluents, petroleum and fuels derived therefrom, contaminants, emissions or related materials, and any items included in the definition of hazardous or toxic waste, materials, chemical compounds or substances under any Hazardous Material Law. "Hazardous Material Laws" collectively means and includes any present or future local, state or federal law or treaty, and any amendments thereto, including any common law doctrine of liability, relating to the environment, environmental protection or environmental conditions, including,without limitation,(i)the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq. ("ESA"), as amended from time to time; (ii) the Solid Waste Disposal Act, 42 U.S.C. §§ 6901 et seq., as amended from time to time, including, without limitation, as amended by the Resource Conservation and Recovery Act of 1976 LICENSE AGREEMENT BETWEEN TARRANT REGIONAL WATER DISTRICT& CITY OF FORT WORTH PAGE 3 ("RCRA") and the Hazardous and Solid Waste Amendment of 1984; (iii) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"),42 U.S.C. §§ 9601 et seq., as amended from time to time, including,without limitation, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA");(iv)the Federal Water Pollution Prevention and Control Act,33 U.S.C. §§ 1251 et seq., as amended from time to time; (v) the Air Pollution Prevention and Control Act, 42 U.S.C. §§7401 et seq., as amended from time to time; (vi)the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., as amended from time to time; (vii) the Safe Drinking Water Act, 42 U.S.C. §§ 300f-300j, as amended from time to time; (viii)the Texas Hazard Communication Act,Tex.Health&Safety Code §§ 502.001 et seq., as amended from time to time; (ix) the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361.001, et seq.,as amended from time to time;(x)Chapter 26 of the Texas Water Code,as amended from time to time; (xi) the Texas Clean Air Act, Tex. Health & Safety Code §§ 382.001, et seq., as amended from time to time; and (xii) all rules, regulations, orders and decrees now or hereafter promulgated under any Hazardous Material Law. B. Licensee shall not allow or permit the Property to be used for the handling, transportation, storage, treatment or other use of any Hazardous Material, except those de minimus amounts customarily found in training exercises. C. Licensee shall comply with all Hazardous Material Laws throughout the term of this Agreement. In the event Licensee should fail to perform such responsibility, the District may do so and to the extent allowed by law, all costs and expenses incurred by the District shall be reimbursed to the District by Licensee. 11. Assignment or Encumbrance. A. Without the prior written consent of the District, which may be withheld in the District's sole discretion, Licensee may not mortgage, pledge, encumber or assign this Agreement or sublet the Property, in whole or in part, to any person, firm, or corporation. Any attempted sublease or assignment without such consent shall be void and of no effect. B. Licensee agrees to prevent any mechanic's, materialmen's, laborer, or any other lien from being placed upon all or any portion of the Property or improvements thereto. In addition to any other indemnity obligations of Licensee herein, Licensee agrees to hold harmless the District Indemnified Parties from and against any and all liabilities for damages occasioned by such liens. 12. Defaults and Remedies. A. Licensee's failure to perform or observe any covenant or condition of this Agreement shall, if continuing ten (10) days after written notice thereof to Licensee, constitute an "Event of Default" hereunder. B. This Agreement and the term and estate hereby granted and the demise hereby made are subject to the limitation that if and whenever any Event of Default shall occur, the District may, at its option, terminate this Agreement, in which event Licensee LICENSE AGREEMENT BETWEEN TARRANT REGIONAL WATER DISTRICT& CITY OF FORT WORTH PAGE 4 shall surrender possession of the Property to the District, and in connection therewith the District may enter upon and take possession of the Property and expel or remove Licensee after Licensee receives notice of such Event of Default. C. In the event the District elects to terminate this Agreement by reason of an Event of Default, then, notwithstanding such termination, Licensee shall be liable to the District for the sum of any indebtedness accrued to the date of such termination. 13. Notices. A. All notices to the District shall be sent to: Attn: Real Property Director Tarrant Regional Water District 800 E.North Side Drive Fort Worth, TX 76102 With a copy to: Ethel Allen Steele Pope,Hardwicke, Christie, Schell,Kelly& Taplett, L.L.P. 500 W. 7th Street, Suite 600 Fort Worth,Texas 76102 B. All notices to Licensee shall be sent to: City of Fort Worth Property Management Department 900 Monroe, suite 404 Fort Worth,Texas 76102 Attn: With a copy to: City of Fort Worth 1000 Throckmorton Fort Worth,Texas 76102 Attn: City Attorney C. Mailing of all notices under this Agreement shall be deemed sufficient if mailed certified, return receipt requested and addressed as specified herein to the other party's address. All time periods related to any notice requirements specified in this Agreement shall commence upon the terms specified in the section requiring the notice. In the absence of any such provision,notice shall be deemed effective on the earlier of actual receipt or three (3)days after mailing. LICENSE AGREEMENT BETWEEN TARRANT REGIONAL WATER DISTRICT& CITY OF FORT WORTH PAGE 5 14. No Options or Rights of First Refusal. It is expressly agreed and acknowledged that this Agreement is limited to the Property. Licensee shall have no rights to use from the District any lands other than this Property, and all options or rights of first refusal in and to any portion of the Property, if any, are hereby expressly terminated. 15. Entire Agreement; Modification. This Agreement shall constitute the entire agreement of the District and Licensee, and shall supersede any prior agreements, either oral or written, pertaining to the Property. This Agreement cannot be changed or modified orally, but only by an instrument in writing signed by both parties. 16. Waivers. One or more waivers of any covenant, term, or condition of this Agreement by either the District or Licensee shall not be construed as a waiver of a subsequent breach of the same covenant,term, or condition. The consent or approval by either the District or Licensee to or of any act by the other party requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to or approval of any subsequent similar act. 17. No Partnership. No provisions of this Agreement shall be deemed or construed to constitute a partnership or joint venture. Licensee shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of the District. 18. Choice of Law; Venue. This Agreement and the relationship created hereby shall be governed by the laws of the State of Texas. Exclusive venue for any action brought to interpret or enforce the terms of this Agreement or for any breach shall be in Tarrant County, Texas. 19. Construction. A. Whenever used herein the singular number shall include the plural and the plural number shall include the singular. Whenever used herein the masculine gender shall include the feminine and neuter genders and the neuter gender shall refer to any gender. B. Paragraph headings used in this Agreement are intended for convenience only and not necessarily to describe the intent of a particular Paragraph and therefore shall not be construed as limiting the effect of any provision of this Agreement. 20. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or construed to waive either party's sovereign immunity. 21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. LICENSE AGREEMENT BETWEEN TARRANT REGIONAL WATER DISTRICT& CITY OF FORT WORTH PAGE 6 22. Effectiveness. This Agreement shall be binding upon the District only when signed by its Real Property Director and shall be of no force and effect until so executed. DISTRICT: TARRANT REGIONAL WATER DISTRICT, a Water Control and Improvement District By: R. Steve Christian Date: LICENSEE: CITY OF FORT WORTH,TEXAS, a home-rule municipal corporation By: _ Name:_ �C3ya Date: 0RTy✓ 1 P 0'` r:� :Tp r��10z;Ft AND LEGALITY: Vary . I ssista�a��s.ty �ttC a� ser, City Secre n P:\TRWD\Trinity River Vision\Pmperty Acq\PoGce end Fire Cemer\Lease Agreement\License Agreements_1076 Calvert_Trw 20\License Agreement SWAT 4-2019.do« LICENSE AGREEMENT BETWEEN TARRANT REGIONAL WATER DISTRICT& CITY OF FORT WORTH City of Fort Worth 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. ame of Employee mol d4ld l �Sec?i rtle s OFFICIAL RECORD CM SECRETARY FT. WORTH, eT