HomeMy WebLinkAboutContract 54092 CSC No. 54092
LICENSE AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND
JAGOE-PUBLIC COMPANY
This License Agreement("Agreement")is.entered into this If day of July,2020("Effective Date")by
and between the City of Fort Worth, Texas, a home-rule municipal corporation of the State of Texas
("City"),and the Jagoe-Public Company(UP"),
WHEREAS, City owns certain pieces of Property located at 1401 and 1501 N.E. 28°i Street,Fort Worth,
Texas 76106("Property"); and
WHEREAS, JP has requested, and the City agrees to grant to JP, the use of the Property in accordance
with the terms and conditions of this Agreement.
WITNESSETH:
1. Premises.
(a) City hereby grants JP the non-exclusive license for its contractors to use the Property (as
specified in Exhibit "A") for a construction lay down site, including, but not limited to,
construction staging and storage of materials and equipment as part of area roadway projects
between the City and Texas Department of Transportation ("TxDOT"). In addition, JP's
contractors shall be permitted to clear, grade, fence, and secure the Property against entry by
others in strict accordance with all applicable laws,rules,regulations.
(b) Prior to use,JP must supply to the City for approval a list of all equipment and materials to be
stored on the Property.
(c)Under no circumstances during the Agreement will JP or its contractors use or cause to be used
on the Property any hazardous or toxic substances or materials, or store or dispose of any such substances
or materials on the Property.
2. Condition of Lot.JP taking possession of the Property shall be conclusive evidence that(a)the
Property is suitable for the purposes and uses for which same are licensed; and(b) JP waives any and all
defects in and to the Property, its appurtenances, and in all the appurtenances thereto.Further,JP takes the
Property and all appurtenances in"AS IS" condition without warranty,expressed or implied,on the part of
City. City shall not be liable to JP or JP's contractors, agents, employees, invitees, licensees, or guests for
any damage to any person or Property due to the Property or any part of any appurtenance thereof being
improperly constructed or being or becoming in disrepair.
3. Term. Subject to the earlier termination as hereinafter set forth,this Agreement shall be for a
month to month term("License Term"),commencing on the Effective Date and terminates at the end of 30
days after a 30 day written notice is supplied by either party to the other party.
4. License Fees,Public Purpose.Inconsideration of use of the Property for a construction staging
and storage site in support of the TXDOT and City project which serves to carry out the public purpose of
facilitating transportation in Fort Worth,the City authorizes a waiver of license fees. To ensure the public
purpose is being carried out,JP agrees to provide a project completion report,to the Director of the Property
Management Department or that person's designee and Transportation Manager of the Transportati.
Public Works Departments of the City of Fort Worth.
OFFICIAL RECORD
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License Agreement between City of Fort Worth and Jagoe-Public Company.3045 NE 28'f'Street FT WORTH,TX
5. No Services. City shall not furnish JP or its contractors with any utilities, cleaning, lighting,
security, or any other items or services for the Property. All operating costs of Property shall be JP's or its
contractor's sole cost and expense. If JP or its contractors want or need any utilities, cleaning, lighting,
security, or any other items or services while occupying the Property, then JP and/or its contractors shall
first obtain permission, any required permits and approval from the City to contract, add or install any of
the above items and will be responsible for providing same at JP's and/or its contractor's sole cost.
6. Alterations,Additions, Improvements, and Approval of Plans. JP and its contractors shall
make no alterations,additions or improvements to the Property prior to submitting all plans,scope of work,
specifications,estimates for the costs ofthe proposed work in writing,copies of all required permits obtained
and receive in writing approval from the City, or its designated representative ("City's Representative").
JP's and/or its contractor's plans for construction for alterations,additions and improvements shall conform
in all material respects to the architectural and engineering standards and conform to all federal, state and
local laws,ordinances,rules and regulations in force at the time that the plans are presented for review.City
and/or City's Representative reserves the right to inspect all work pursuant to its usual construction
inspection procedures. JP shall provide a video of the existing Property condition to Property Management
Department,Lease Section,prior to start of alterations,additions or improvements to the Propertyand
completion of use of the Property or termination of use, a video of the Property condition for approval by
the City that the Property is restored to acceptable conditions.
JP is required to return the Property to the City at the termination and/or expiration of this
Agreement to a condition acceptable to the City. The City reserves the right to conduct an inspection of the
Property prior to termination and/or expiration of this Agreement to determine if the Property is in
acceptable condition.Any additional alterations,repairs,etc.required to bring the Property to an acceptable
condition by the City is at the cost of JP. Any of City's Property adjacent to the Property that are damaged
during the course of performing any alterations,additions and improvements shall be repaired by JP and/or
its contractors and returned to its previous condition or better, at JP's and/or its contractors's sole cost and
expense.
7. Indemnity. (a) TO THE EXTENT ALLOWED BY LAW, JP SHALL AND DOES AGREE
TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS CITY, CITY'S 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 PROPERTY
BY JP AND ITS CONTRACTOR, ITS EMPLOYEES, PATRONS, AGENTS, INVITEES, LICENSEES
AND ANY OTHER PARTY OR(2)BY REASON OF ANY OTHER CLAIM WHATSOEVER OR ANY
PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART
BY ANY ACT OR OMISSION ON THE PART OF JP, ITS CONTRACTOR OR ANY INVITEE,
PATRON, LICENSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF JP,
ITS CONTRACTOR,OR ANYONE WHO CONTROLS OR EXERCISES CONTROL OVER OR(3)BY
ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF JP OR ITS
CONTRACTOR 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 JP'S
OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY IS WITH RESPECT TO
LIABILITIES ARISING OUT OF OR RESULTING SOLELY 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,JP,ON NOTICE FROM CITY,SHALL,TO THE EXTENT PERMITTED BY APPLICABLE
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License Agreement between City of Fort Worth and Jagoe-Public Company.3045 NE 281 Street
LAW, DEFEND SUCH ACTION OR PROCEEDING, AT JP'S EXPENSE, BY OR THROUGH
ATTORNEYS REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS
PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF JP AND/OR ITS CONTRACTOR WITH
RESPECT TO THE USE AND OCCUPANCY OF THE PROPERTY, WHETHER OCCURRING
BEFORE OR AFTER THE EFFECTIVE DATE OF THE LICENSE TERM AND BEFORE OR AFTER
THE TERMINATION OF THIS AGREEMENT.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 MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL
CONTINUE IN FULL FORCE AND EFFECT.
(c) JP SHALL INCLUDE IN ITS CONTRACT WITH ITS CONTRACTORS AN
INDEMNITY PROVISION IN FAVOR OF THE CITY TO THE SAME EXTENT CONTAINED IN THIS
AGREEMENT.
9. Waiver of Liability.NO INDEMNITEE SHALL BE LIABLE IN ANY MANNER TO JP,ITS
CONTRACTORS, ITS AGENTS, EMPLOYEES, PATRONS, OR ANY OTHER PARTY IN
CONNECTION WITH THE USE OF THE PROPERTY BY ANY OF THEM, FOR ANY INJURY TO
OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR
GROSS NEGLIGENCE OF AN INDEMNITEE. IN NO EVENT SHALL ANY INDEMNITEE BE
LIABLE IN ANY MANNER TO JP,ITS CONTRACTORS OR ANY OTHER PARTY AS THE RESULT
OF THE ACTS OR OMISSIONS OF JP, ITS CONTRACTOR, ITS AGENTS, EMPLOYEES, OR ANY
OTHER PARTY, IN CONNECTION WITH THE USE OF THE PROPERTY BY ANY OF THEM.ALL
VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE PROPERTY,
WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE SHALL BE AT THE RISK OF JP
ONLY,AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE
TO PROPERTY OF JP, ITS CONTRACTOR, ITS EMPLOYEES, AGENTS, PATRONS, INVITEE, OR
TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES
OF CITY OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY
OTHER CAUSE OF WHATSOEVER NATURE, EVEN IF DUE IN WHOLE OR IN PART TO THE
NEGLIGENCE OF ANY INDEMNITEE.
10. Insurance.JP shall procure and maintain at all times,in full force and effect,a policy or policies
of insurance as specified herein, naming the City of Fort Worth as an additional insured and covering all
public risks related to the leasing, use, occupancy, maintenance, existence or location of the Property. JP
shall obtain the following insurance coverage at the limits specified herein:
*Commercial General Liability:
$1,000,000 per occurrence
(including Products and Completed Operations);
In addition, during the term of this Agreement, JP shall be responsible for all insurance to any
approved construction, improvements, modifications or renovations on or to the Property and for personal
Property of JP and its contractors, or in JP's or its contractor's care, custody or control. Insurance
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License Agreement between City of Fort Worth and Jagoe-Public Company.3045 NE 28"'Street
requirements, including additional types and limits of coverage and increased limits on existing coverages,
are subject to change at City's option, and JP will accordingly comply with such new requirements within
thirty(30)days following notice to JP.
JP SHALL INCLUDE IN ITS CONTRACT WITH ITS CONTRACTORS THE INSURANCE
REQUIREMENTS TO THE SAME EXTENT CONTAINED IN THIS AGREEMENT AND NAMING
THE CITY AS AN ADDITIONAL INSURED.THE CITY IN ITS SOLE DISCRETION MAY REQUIRE
JP TO CONTRACT WITH ITS CONTRACTORS TO PROVIDE GREATER OR DIFFERENT
INSURANCE THAN PROVIDED IN THIS AGREEMENT,AND JP AND ITS CONTRACTORS MUST
COMPLY WITH SUCH REQUIREMENTS WITHIN THIRTY (30) DAYS FOLLOWING NOTICE TO
JP.
As a condition precedent to the effectiveness of this Agreement,JP and its contractors shall furnish
City with a certificate of insurance signed by the underwriter as proof that it has obtained the types and
amounts of insurance coverage required herein. JP and its contractors shall not less than thirty (30) days
prior to the expiration of any insurance policy required hereunder, provide City with a new or renewal
certificate of insurance.In addition,JP and its contractors shall,on demand,provide City with evidence that
it has maintained such coverage in full force and effect. JP and its contractors shall maintain its insurance
with underwriters authorized to do business in the State of Texas and which are satisfactory to City. The
policy or policies of insurance shall be endorsed to cover all of JP's and its contractor's operations on the
Property and to provide that no material changes in coverage, including, but not limited to, cancellation,
termination,non-renewal or amendment,shall be made without thirty(30)days'prior written notice to City.
11. Abandoned Property.JP's and its contractor's personal Property not promptly removed by JP
or its contractors from the Property at the termination of this Agreement, whether termination shall occur
by the lapse of time or otherwise, shall thereupon be conclusively presumed to have been abandoned to
City. Fixtures attached to the Property become the Property of the City, if not removed as required herein.
12. Assignment and Subletting. JP shall not assign this Agreement, or any right of JP under this
Agreement, or sublet the Property,for consideration or no consideration,whether voluntarily,by operation
of law, or otherwise, without City approval, and any attempt to do so shall be void, and any such attempt
shall cause immediate termination of this Agreement.
13. Damage to Lot or Property of City. If, at any time during the License Term, by the acts or
omissions of JP or its contractors, its employees,patrons, agents, invitees, or licensees,the Property,or any
property therein is damaged or destroyed,JP shall be obligated to pay, on demand, all costs to repair same
together. If JP and/or its contractors expose,spill or dispose of any fuel,hazardous and/or toxic materials or
substances to or on the Property, JP is responsible to have the Property thoroughly cleaned and tested to
ensure the Property cleanup has been completed per the Texas Commission of Environmental Quality and
the City of Fort Worth standards.
14. Repairs and Maintenance.City has no obligation to make repairs of any sort to the Property,
City's sole obligation hereunder being to make the Property available to JP in accordance with and subject
to the covenants, restrictions and limitations set forth herein. JP and its contractors shall,at its expense,use
and maintain the Property 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). At the termination of this Agreement, whether by lapse of time or otherwise, JP shall deliver
the Property to City in as good a condition as the same was as of the date of the taking of possession thereof
by JP,ordinary wear and tear only excepted. Only those improvements authorized by City under Section 6
of this Agreement shall remain upon any expiration or termination of this Agreement.
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License Agreement between City of Fort Worth and Jagoe-Public Company.3045 NE 281 Street
15. 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 License Term, 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 City,
essential to the rights of both parties, in which event City has the right, but not the obligation,to terminate
the Agreement on written notice to JP.
16. Default and Termination.
(a) JP's Default. If JP or its contractors shall fail to perform or observe any of its obligations
hereunder then City may terminate this Agreement by giving JP written notice thereof, in which event this
Agreement and all interest of JP hereunder shall automatically terminate. Such rights of City in the case of
a default by JP hereunder are not exclusive,but are cumulative of all other rights City may have hereunder,
at law or in equity; and any one or more of such rights may be exercised separately or concurrently to the
extent provided by law.However,notwithstanding the foregoing,City shall terminate JP's rights under this
Agreement only in the event of a default by JP hereunder.
(b) City's Default. Should City commit a default under this Agreement (including but not
limited to City's failure to make the Property available), JP may, as its sole remedy hereunder, terminate
this Agreement, and JP hereby waives any and all other remedies for any such default by City.
(c)Termination for Convenience.Either party may terminate this Agreement with thirty(30)days'
written notice to the other party.
17. Notice. Any notice hereunder must be in writing. Notice deposited in the United States mail,
properly addressed, postage paid,shall be effective-upon deposit.Notice given in any other manner herein
shall be effective upon receipt at the address of the addressee. For purposes of notice,the addresses of the
parties shall, unless changed as hereinafter provided,be as follows:
To City: To JP:
City of Fort Worth Jagoe-Public Company
Property Management Department PO Box 250
900 Monroe, Suite 400 Denton, TX 76202
Fort Worth,TX 76102
With copies to:
City of Fort Worth
Transportation Manager
Transportation and Public Works Department
200 Texas St.
Fort Worth,TX 76102
And
City of Fort Worth
City Attorney's Office
200 Texas Street
Fort Worth,Texas 76102
The parties hereto shall have the continuing right to change their respective address by giving at
least ten(10)days' notice to the other party.
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License Agreement between City of Fort Worth and Jagoe-Public Company.3045 NE 28`h Street
18. 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,City
shall, until expiration of one (1) after the termination of this agreement have access to and the right to
examine at reasonable times any directly pertinent books, documents, papers and records of JP involving
transactions relating to this Agreement at no additional cost to the City. JP agrees that the City shall have
access during normal working hours to all necessary JP facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. The
City shall give JP not less than ten(10)days written notice of any intended audits.
JP further agrees to include in all its contractor and subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the City shall,until expiration of one(1)after the termination
of this agreement, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of such subcontractor involving transactions related to the subcontract,and
further that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this paragraph. City shall give subcontractor not less than ten (10) days written notice of any intended
audits.
19. Entire Agreement. This Agreement constitutes the entire agreement between City and JP
relating to the use of the Property and no prior written or oral covenants or representations relating thereto
not set forth herein shall be binding on either party hereto.
20. Amendment. This Agreement may not be amended, modified, extended, or supplemented
except by written instrument executed by both City and JP.
21. Counterparts. This License 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.
22. Governmental Powers. It is understood and agreed that by execution of this Agreement,
neither the City nor JP waives or surrender any of their respective governmental powers or immunities.
23. 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.
<SIGNATURES ON NEXT PAGE>
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License Agreement between City of Fort Worth and Jagoe-Public Company.3045 NE 28`,Street
i
In witness whereof, the parties hereto have caused this Agreement to be executed as the day and
year first above set forth.
CITY: JAGOE- IC COM
�CLlZC� �GliLQ1�.C�.l�
By: Dana Burghdoff(Jun 30,20 16:17 CDT By:
Dana Burghdoff
Assistant City Manager Name:
Date: Jun 30,2020 Date:
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.
Name: Mark Bro n(Jun 30,2020 15:35 CDT)
Title: Senior Land Agent,Property Mgmt.Dept.,City of Fort Worth
APPROVED AS TO FORM AND LEGALITY:
Leann Guzman
By: Leann Guzman(Jun 30,202016:06 CDT)
Leann Guzman
Senior Assistant City Attorney
ATTEST: ;k #
By:
r
Mary Kayser
City Secretary ;n '
Form 1295: Not Applicable
Contract Authorization:
M&C: Not Applicable
rOFFUAL RECORD
M SECRETARY
WORTH,TX
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License Agreement between City of Fort Worth and Jagoe-Public Company.3045 NE 28"Street
Exhibit"A"
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et eN S
t
c. t
1501 NE 28 th Street ,
Fort Worth TX 76106 "
1101 NE 28 th Street
Fort Worth TX 76106
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License Agreement between City of Fort Worth and Jagoe-Public Company. 3045 NE 281h Street