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HomeMy WebLinkAboutContract 45471 (2)CITY SECRETARY CONTRACT NO 4541 TOWER LICENSE AGREEMENT TOWER LICENSE AGREEMENT (this "Agreement") dated as of March 2S, 2014, between City of Fort Worth, a Texas home rule municipal corporation, with an address at 1000 Throckmorton, Fort Worth, Texas 76102 ("Licensor") and STATION VENTURE OPERATIONS, LP, (K.XAS) with an address at 4805 Amon Carter Boulevard, Fort Worth, TX 76155 ("Licensee"). 1. Premises; Grant of License; Duration; Fee. Licensor, as owner, of 3 900 Barnett Street, Fort Worth, Texas 76103 (the "Property"), hereby grants to Licensee an exclusive license to use the following areas on the Property (the "Premises"): three (3) mounts on the 350-foot broadcast tower and one (1) data room rack located in the data room in the existing building on the Property. The equipment to be located on the Premises is listed on Exhibit A. Licensee shall also have the right to reasonable pathways, shafts, risers, raceways, and conduits on the Premises established for use by telecommunications providers. The term of this Agreement shall commence on the date hereof and end on the fifth anniversary thereof. Licensee shall have the option to renew the Agreement for two five-year renewal terms, and must give written notice to Licensee of the exercise of the option to renew three months' prior to each renewal term. The license fee payable by Licensee to Licensor shall be Ten Dollars ($10) per year and shall be payable hereunder by Licensee on the first day of each calendar year, without proration for partial years. The first payment of such license fee shall be made within thirty (30) days after the date hereof. Licensor shall maintain the Premises to extent required by good maintenance practice or legal requirements, in a manner so that Licensee's operations are not unreasonably interrupted. 2. Use; Electricity; Access; Removal. Licensee shall use the Premises solely for the installation, maintenance, use, replacement, and removal of the equipment listed on Exhibit A. Licensor shall provide Licensee with electricity to the Premises for Licensee's Equipment. Licensor shall provide Licensee with 24 hours per day, 7 days per week access to the Premises, subject to Licensor's reasonable security procedures. Licensor shall ensure during the term hereof that neither Licensor nor other third parties with rights at the Premises interfere with the operation of, or access to, Licensee's Equipment. Upon termination of this Agreement, Licensee shall remove its Equipment and restore the Premises to a condition reasonably acceptable to Licensor. Licensor makes no warranty or representation, express, implied, or arising by operation of law, that the Premises is suitable for the use described in this Agreement, it being assumed that Licensee has satisfied itself thereof. Licensee has inspected the Premises, accepts the same "AS -IS," and agrees that Licensor is under no obligation to perform any work or provide any materials to prepare the Premises for Licensee. In the event that Licensee becomes aware that the uses expressly permitted hereunder are not legally permitted at the Premises (under any governmental laws, ordinances, rules, regulations and requirements), Licensee shall have the right to terminate this Agreement by giving written notice. Tower License — NBC 3900 Barnett Street Page 1 of 8 miltANC i2miGioli ©rot [t of'.x1J kI }in1zil 3. Insurance• Defaults. Licensee shall obtain and keep in force during the Term commercial general liability insurance in limits of not less than $1,000,000 for personal injury or death per occurrence, and $1,000,000 for property damage. Such insurance shall name Licensor as an additional insured (only to the extent Licensor's interests arise under this Agreement), and Licensee shall provide Licensor with certificates of such insurance. In the event of any default which is not cured within ten (10) days after notice by Licensor, or for which Licensee has not commenced to cure within such ten-day period and is prosecuting such cure with diligence, Licensor shall have the right to terminate this Agreement upon notice to Licensee. 4. Indemnification. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS OR PERSONAL INJURY, INCLUDING DEATH, OF WHATSOEVER KIND OR CHARACTER, ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE OR INTENTIONAL MISCONDUCT OF LICENSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS SUBCONTRACTORS, SUBLESSEES PATRONS, GUESTS, LICENSEES, OR INVITEES IN CONNECTION WITH THE LICENSING, OCCUPANCY USE CONDITION OR MAINTENANCE OF THE PREMISES AND ANY AND ALL ACTIVITIES CONDUCTED THEREON; AND SHALL INDEMNIFY AND HOLD HARMLESS LICENSOR FROM AND AGAINST ANY AND ALL INJURY OR DAMAGE TO SAID PREMISES OR ANY OTHER PROPERTY OF LESSOR ARISING OUT OF, DIRECTLY OR INDIRECTLY, SUCH NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE OR INTENTIONAL MISCONDUCT OF SUCH PARTIES. 5. Rights. All rights of every kind in and to all photographs, film and recordings made at or from the Premises shall be and remain vested in Licensee, and neither Licensor nor any other tenant or licensee of Licensor or any other party having an interest in the Premises shall have any claim or action against Licensee or any other party arising out of any use of the footage, photographs, film and/or recordings. Licensor represents and warrants that it has the right to enter into this Agreement and to grant Licensee all rights provided by this Agreement 6. Equipment Upgrade. Licensee may update or replace the equipment from time to time with the prior written approval of Licensor which approval shall not unreasonably be withheld or delayed, provided that (i) the replacement equipment is not greater in number or materially greater in size than the existing equipment, (ii) Licensee provides Licensor, at Licensee's expense, a structural analysis performed by a certified engineer that indicates that the installation of such equipment does not structurally impact the Premises any more than the existing equipments and (iii) Licensor has provided advance written consent to any change in the location of such equipment on the Premises. Tower License — NBC 3900 Barnett Street Page 2 of 8 7. Damage Caused by Licensee. Licensee, at Licensee's sole cost and expense, shall repair any damage to or replace any damaged portion of the Premises that is caused by Licensee, its officers, agents, employees, contractors, or subcontractors, to Licensor s reasonable satisfaction as soon as reasonably practicable, provided that Licensee shall commence within ten (10) calendar days following the date of such damage. 8. Interference a. Interference with Licensor's Operations Prohibited. Licensee covenants and agrees that its equipment and its operations on the Premises shall not damage or interfere in any way with Licensor's operations on the Premises. Subject to the provisions in this Section 8, Licensor agrees that any tenant, licensee or other occupant of the Building (including Licensor) who may install equipment on the Premises subsequent to the date of execution of this Agreement (including equipment of Licensor) will be permitted to install only such equipment (including antennae satellite dishes or similar equipment) that will not (i) cause interference with or disturbance to the reception or transmission of communications signals by or from the then existing, properly operating equipment of Licensee or (ii) interfere with the maintenance of the equipment of Licensee. Subject to the above provisions, Licensee agrees to cease any action on its part which interferes with Licensor's use of the Property in violation of the above provisions immediately upon actual notice of such interference. If Licensee is interfering with Licensor's use of the Property in violation of the above provisions, then either party may terminate this Agreement following ninety (90) days' written notice to the other party; pi ovided, however, that if such interference is material and, in Licensor's sole and reasonable opinion, poses any threat to the public safety or welfare Licensor may terminate this Agreement immediately upon provision of written notice to Licensee. b. Governmental Use of Premises. Licensor may allow a governmental unit, office or agency to lease space on the Premises for other communications facilities. If such other facilities ("Government Uses") are reasonably likely to create potential or actual interference with Licensee s operations on the Premises, then Licensor shall give Licensee no less than ninety days (90) prior notice before such Government Uses are effectuated, or if 90 days prior notice is not feasible, then Licensor shall give Licensee as much notice as is reasonably possible under the circumstances and Licensee shall have the right thereafter to terminate this agreement upon thirty (30) calendar days' written notice to Licensor. 9. Safety Issues. If Licensor determines, in its sole and reasonable discretion, that the Premises is structurally unsound or otherwise not structurally suitable for Licensee's operations, taking into account all factors relating to the condition of the Premises, including, but not limited to, age, wear and tear or damage, or if Licensor determines, in its sole and reasonable discretion, that Licensee's continued use of the Premises constitutes a threat to the public health, safety or welfare, Licensor may terminate this Agreement immediately upon written notice to Licensee and take any Tower License — NBC 3900 Barnett Street Page 3 of 8 reasonable action, including, but not limited to, removal of the equipment. Any changes made by Licensor or any other occupants of the Premises that create a structural issue on the Premises shall be remedied at no cost or expense to Licensee. 10. Termination. a. For Cause. If Licensee defaults in the performance of any of the terms, covenants, or conditions of this Agreement, Licensor may give to Licensee written notice of such default, and if Licensee does not cure such default within ten (10) days, after the giving of such notice (or, if such default is of a nature that it cannot be completely cured within such ten (10) days, if Licensee does not commence such curing within ten (10) days and thereafter proceed with reasonable diligence and in good faith to cure such default), then Licensor may terminate this Agreement on not less than thirty (30) days written notice to Licensee, and on the date specified in said notice the term of this Agreement shall terminate, and Licensee shall then quit and surrender the Premises to Licensor. If this Agreement shall have been so terminated by Licensor, Licensor may at any time thereafter resume possession of the Premises by any lawful means and remove Licensee and other occupants and their effects. b. For Convenience In the event Licensee's equipment on the Premises is a physical obstruction to the development of the Property, Licensor may, upon ninety (90) days written notice to Licensee, terminate this Agreement and require removal of Licensee's equipment from the Premises. 11. Miscellaneous. Licensee shall comply with all federal, state, and municipal laws, orders, rules, regulations, and guidelines apphcable to Licensee's equipment and the Premises, including without limitation, all applicable rules and regulations of the Federal Communications Commission With the exception of the foregoing sentence, Licensor agrees to comply with all applicable laws relating to the Premises. This Agreement contains all of the agreements between the parties relating to the Premises, and may not be modified in any manner other than by agreement, in writing, signed by both parties. This Agreement shall inure to the benefit of and be binding upon Licensor, Licensee and their successors and assigns. This Agreement shall not be assigned by Licensee without the express written consent of Licensor, and any attempt to assign without Licensor's consent shall be deemed void; Licensor may assign this Agreement to any subsequent purchaser of the Property. Notwithstanding the foregoing, Licensee shall have the right to assign this Agieement to (i) any Person resulting from a merger, acquisition or a consolidation with Licensee or any Person purchasing substantially all of Licensee's assets or ownership interests or (ii) any Person which controls, is controlled by or is under common control with, Licensee without first obtaining Licensor's consent; however, Licensee must give Licensor not less than sixty (60) days' notice of any such assignment. "Person" shall mean any natural person or persons, a partnership, a limited liability company, a corporation and any other form of business or legal association or entity. This Agreement shall be construed in accordance with the laws of the State of Texas Every notice shall be in writing and shall Tower License — NBC 3900 Barnett Street Page 4 of 8 be served personally or by national air courier service, or United States certified mail, return receipt requested, postage prepaid, addressed to either party at the address set forth in the preamble, or at such other address as either party may from time to time designate by notice Every notice or other communication hereunder shall be deemed given as of the third business day following the date of mailing with the US Postal Service, or as of the next business day following the date of deposit with an overnight courier service, or immediately if personally delivered. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which in the aggregate shall constitute but one and the same agreement. IN WITNESS WHhREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written. STATION VENTURE OPhRATIONS, LP By: Tower License — NBC 3900 Barnett Street Page 5 of 8 "-----7 LT-----) Name. Tom Ehlmann Title: President & General Manager KXAS-TV /,) Tower License — NBC 3900 Barnett Street Page 6 of 8 CITY OF FORT WORTH By:4-ornandoL-- Name: Fernando Costa Title: Assistant City Manager Approved as to Form and Legality: el/ 41,,Y14,481, Assistant City Attorney Attest: City Secretary fFFICIAL L4ECORD CITY SECRETARY n, WORTH,TX Exhibit A Equipment To Be Mounted On Premises Broadcast Tower - 6-foot antenna dish, or similar - Rotating 4-foot antenna dish under fixed dome, or similar - 2-way pole -type antenna, or similar Data Room Equipment Rack - approx. dimensions 22"W x 44"D x 94"H) Various to operate equipment on broadcast tower including, but not limited to: radios, Troll slave and filter controllers, CMF filter and switch gear. Approximate Locations on next page: Tower License — NBC 3900 Barnett Street Page 7 of 8 c I Tower License — NBC 3900 Barnett Street Page 8 of 8 1 Studio B Data Room Data Room Equipment Rack 1AI IBroadcast I Tower 1 Studio A First Floor 3900 Barnett Street Fort Worth, TX 76103 zJ 17 M 7 vV Garage