Loading...
HomeMy WebLinkAboutContract 46996 (2)4) 411 co R ECE R. sr o 2015 flITY OF FORT WORTH G= SECRETARY b TEMPORARY LICENSE AGREEMENT CITY S€CREf'All!` CONiRACF Al cc » I Olt This Temporary License Agreement (Agreement) is entered into on this of SQ 91€�r4b€C 2015 ("Effective Date") by and between the City of Fort Worth, Texas, a home rule municipal corporation of the State of Texas ("City"), and Bunting Graphics, Inc., a Pennsylvania corporation ("Company"). WHEREAS, the City owns a service center compound located at 2862 Crestline Road ("Licensed Premises"); WHEREAS, the City and Company are currently parties to an agreement for the fabrication, delivery, and installation of wayfinding signs, the same being Fort Worth City Secretary Contract Number 45999 ("Sign Contract"); WHEREAS, Company desires to use the Licensed Premises to store the wayfinding signs and associated material and equipment until such time as the Company can install them per the terms of the Sign Contract with the understanding that the term of this Agreement shall not exceed more than thirty (30) calendar days; and WHEREAS, the City has reviewed the Company's request and agrees to grant the Company use of the Licensed Premises in accordance with the terms and conditions of this Agreement. For and in consideration of One Dollar and No Cents ($1.00) and other good and valuable consideration, the sufficiency of which is hereby acknowledged, and in consideration of the covenants contained herein, City and Company agree as follows: 1. License and Purpose. City hereby grants to the Company a non-exclusive license to use the Licensed Premises for the purpose of delivering and storing wayfinding signs, rebar footings and associated installation equipment that are the subject of the Sign Contract and for no other purpose. 2. Delivery and Storage of the Wavfindine Signs and Associated Material and Eauioment. a. Coordination. Company shall coordinate with the City's Parks and Community Services Director and the Planning and Development Director or their designees ("Directors") prior to and during the delivery and storage process, which shall include, without limitation, the specific location within the Licensed Premises for storage and the schedule for delivery. b. Delivery to the Licensed Premises. Prior to unloading any items on the Licensed Premises, Company shall prepare a pre -storage condition report of any such items to be stored on the Licensed Premises pursuant to this Agreement and ensure that the City and Company both sign off as to the condition of all such items. Company shall not unload any items on the Licensed Premise iLe— c rs/eM inspected and signed off on Temporary License Agreement @FF1CIAL RECORD ©lin SECRETARY tin VTR, TX 1 of the condition of any such items to be stored on the Licensed Premises. The Directors will be responsible for taking possession of this pre -storage condition report and distributing copies to the Company. c. Delivery from the Licensed Premises. Prior to loading and removing any items from the Licensed Premises, Company shall prepare a post -storage condition report of the items being stored on the Licensed Premises and ensure that the City and Company both sign off as to the condition of all such items. Company shall not load any items from the Licensed Premises until the Directors have inspected and signed off on the condition of any items stored on the Licensed Premises. The Directors will be responsible for taking possession of this condition report and distributing copies to the Company. d. Security. Access to the Licensed Premises is currently restricted through controlled - access entry. Company shall ensure that the controlled -access entry shall be locked when not in use by the Company, and the Company shall tandem lock all gate and entry locks and provide the Directors with keys to access any such gate or entry. At no time shall any fenced area be left open unless staffed by security personnel. e. In the event of any disagreement or conflict as to this Section 2, the decision of the Directors shall control. 3. Term. The term of this Agreement shall be for thirty (30) consecutive days, beginning on the Effective Date. 4. Termination. The City may terminate this Agreement, without cause, upon five (5) days written notice to the Company or immediately upon a breach of this Agreement by the Company. 5. Use not Exclusive. This Agreement and all rights granted to Company herein are strictly non- exclusive. The City reserves the right to enter into and grant other and future licenses, leases, and other authorizations for use of the Licensed Premises to other persons and entities as the City deems appropriate in accordance with applicable law; provided, however, that in granting subsequent authorization for use, the City will not allow a use that will unreasonably interfere with the Company's use of the Licensed Premises as provided herein. This Agreement does not establish any priority for the use of the Licensed Premises by Company or by any present or future licensees or other permit holders. In the event of any dispute as to the priority of use of the Licensed Premises, the first priority shall be to the public generally, the second priority to the City in the performance of its various functions, and thereafter, as between licensees and other permit holders, as determined by the City in the exercise of its powers, including the police power and other powers reserved to and conferred on it by the State of Texas. 6. Liability. Company shall be responsible and liable for any and all damage to the Licensed Premises and any items being stored on the Premises by the Company, whether or not Temporary License Agreement 2 of 8 caused. in Hart. by the City. or its employees. representatives. officers. and agents. Company covenants and agrees to release City, its officers, agents representatives, servants, and employees, from and against any and all claims or suits for property damage, personal injury or any other type of loss or adverse consequence related in any way to the existence of this Agreement or the use and occupancy of the Licensed Premises. Furthermore, City shall not be liable to Company for any damage or theft of Company's equipment, facilities, or other contents, including, but not limited to any items being stored on the Licensed Premises. 7. Restoration of the Licensed Premises. Company further agrees that, if during the course of the exercise of its rights under this Agreement, damages result to the Licensed Premises or any of the City's facilities, as determined by the Directors, in their sole discretion, Company shall repair or restore the same to a condition satisfactory to the Directors within thirty (30) calendar days, unless otherwise agreed to by the parties in writing.. 8. INDEMNIFICATION. COMPANY AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS, AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S USE OF THE LICENSED PREMISES, (ii) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (iii) ANY ACT OR OMISSION OF COMPANY OR ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, CONTRACTORS, AND SUBCONTRACTORS, RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, WHETHER OR NOT CAUSED. IN PART. BY THE NEGLIGENCE OF THE OFFICERS, AGENTS. REPRESENTATIVES. OR EMPLOYEES OF THE CITY. 9. Compliance with Laws. Company shall, at its own cost and expense, comply with all applicable laws, including, but not limited to, existing zoning ordinances, governmental rules and regulations enacted or promulgated by any governmental authority and shall promptly execute and fulfill all orders and requirements imposed by such governmental entities for the correction, prevention and abatement of nuisances in or upon or connected with said premises because of Company's use thereof. 10. Insurance. Company shall carry insurance as set out in Exhibit A, which is attached hereto and incorporated herein for all purpose. 11. Notice. All notices required or permitted under this Agreement shall be conclusively determined Temporary License Agreement 3 of 8 to have been delivered when (i) hand -delivered to the other party, its agent, employee, servant, or representative, or (ii) received by the other party by reliable overnight courier or United States Mail, postage prepaid, return receipt requested, at the address stated below or to such other address as one party may from time to time notify the other in writing. To THE CITY: Director Parks and Community Services City of Fort Worth 4200 South Freeway, Ste 2200 Fort Worth, Texas 76115 Director Planning and Development Department City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76115 With a copy to: Department of Law City of Fort Worth Attn City Attorney 1000 Throckmorton Fort Worth, Texas 76102 To COMPANY: Attn: John McMichael Bunting Graphics, Inc. 20 River Road Verona, PA 15147 12. Public Safety. Company shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Company's use of the Licensed Premises. 13. Hazardous Materials. Under no circumstances will the Company use or cause to be used on the Licensed Premises any hazardous or toxic substances or materials, or intentionally or knowingly store or dispose of any such substances or materials on the Licensed Premises. 14. Force Maieure If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Temporary License Agreement 4 of 8 Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its community centers, parks, or other City -owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. 15. Choice of Law: Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 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 he in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas - Fort Worth Division. 16. Binding Effect. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon City and Company and their respective successors and assigns and shall be covenants running with the land. 17 Entire Agreement. This Agreement contains all of the agreements between the parties respecting the subject matter hereof, and no prior representations or statements, verbal or written, have been made modifying, adding to, or changing the terms of this instrument. 18. No Waiver of Immunity. Nothing herein shall be deemed to limit or waive the sovereign or governmental immunity of City or Company. 19. Assignment. This Agreement, in whole or in part, is not assignable by either party, without the express written consent of the other party. Any attempt to assign this Agreement without the required consent is void and without force and effect. 20. Counterparts. This License Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. By executing this Agreement, Company agrees to and accepts the terms, conditions and provision contained herein. CITY OF FORT WORTH By: Susan Alanis Assistant City Manager Date: `1 IC,'I� Temporary License Agreement BUNTING GRAPHICS, INC. 6 By: J �� hn McMich Chief Financial fficer Date: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX September 9 2015 5 of 8 APPROVED AS TO FORMRM : Tyler F,, . ach Assistant City Attorney ATTESTED RD BY: 1)1 Se r �. City Secretary Contract Authorization: No .M&c Required Temporary License Agreement to I�0 r N.\ r -z'rl tir.174\6J ;j ti de' • OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX 6of8 Exhibit A Insurance s. 1.01 Duty to Acquire and Maintain. Company shall ensure that a policy or policies of insurance are procured and maintained at all times, in full force and effect, to provide coverage of the types and amounts specified herein naming the City as an additional insured as set forth herein, and covering all public risks related to the use, occupancy, condition, maintenance, existence, or location of the Licensed Premises. The insurance required hereunder may be met by a combination of self-insurance and primary and excess policies. 1.02 Types and Amounts of Coverage Required a. Commercial General Liability: (1) $1,000,000.00 per occurrence $2,000,000.00 aggregate, including coverage for the following• (i) Premises Liability• (ii) independent contractors; (ui) products/completed operations; (iv) personal injury; (v) contractual liability; (vi) explosion, collapse and underground property damage b. Property Damage Liability: (1) $1,000,000.00 per occurrence c. Umbrella Policy (1) $5,000,000.00 d. Automobile Liability: (1) $1,000,000.00 Each accident on a combined single -limit basis e. Worker's Compensation: (1) As required by law f. Employer's Liability: (1) $1,000,000.00 per accident 1.03 Revisions to Required Coverage. At the reasonable recommendation of the City's Risk Manager, the City may at any time revise insurance coverage requirements and Limits required by this License. Company agrees that within ten (10) days of receipt of written notice from the City, all such revisions requested by the City will be implemented. The policy or policies of insurance shall be endorsed to provide that no cancellation termination, non -renewal, or amendment, shall be made without thirty (30) days prior written notice to the City. Company shall provide the City with written notice prior to making any proposed material changes in coverage. The Director must approve, in writing, of any material changes in coverage prior to any changes being made effective. 1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved to do business in the State of Texas Except for workers compensation, all insurers must 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 Risk Management If the rating is below that required, prior written approval of the City's Risk Management Division is required. Within ten (10) business days Temporary License Agreement 7 of 8 following execution of this License, Company shall ensure that City is furnished with certificates of insurance signed by the respective companies as proof that the types and amounts of insurance coverage required herein have been obtained In addition Company shall, on demand provide the City with evidence that it has maintained such coverage in full force and effect. 1.05 Deductibles. Deductible or self -insured retention limits on any line of coverage required herein shall not exceed $25 000 00 in the annual aggregate unless the limit per occurrence or per line of coverage, or aggregate is otherwise approved by the City. 1.06 No Limitation of Liability. The insurance requirements set forth in this section and any recovery by the City of any sum by reason of any insurance policy required under this License shall in no way be construed or affected to limit or in any way affect Company's liability to the City or other persons as provided by this Agreement or law. 1.07 Umbrella or Excess Liability. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage 1.08 Additional Insured. The City, its officers, employees and volunteers shall be named as an Additional Insured on the Automobile and Commercial General Liability policies. 1.09 Waiver of Subrogation. The insurance shall include a waiver of rights of recovery (subrogation) in favor of the City of Fort Worth. 1.10 Conies of Policies and Endorsements. City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions in order to comply with the requirements of this Agreement except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. 1 11 Certificate of Insurance. Company shall submit to the City a certificate of insurance evidencing all required insurance coverage and any applicable endorsements. Temporary License Agreement 8 of 8