HomeMy WebLinkAboutContract 58438 CSC No. 58438
LICENSE AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND
REBCON,LLC
This License Agreement("Agreement")is entered into this'otn day of November ,2022("Effective
Date") by and between the City of Fort Worth, Texas, a home-rule municipal corporation of the State of
Texas("Licensor"),and Rebcon,LLC,a domestic Limited Liability Company("Licensee")
WHEREAS,Licensor owns property at Bob Bolen Public Safety Complex located at 505 W.Felix St,Fort
Worth,Texas 76115; and
WHEREAS,Licensee, and the Licensor agrees to grant to Licensee,the use of a portion of the east front
lawn area adjacent to Felix Street.
OFFICIAL RECORD
WITNESSETH: CITY SECRETARY
1. Premises.
FT. WORTH, TX
(a) Licensor hereby grants Licensee 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 the Felix Street bridge
repair project between the Licensor and Licensee.In addition,Licensee contractors,at their sole
cost and expense,shall fence and secure the Property against entry by others in strict accordance
with all applicable laws,rules,regulations.
(b) Prior to use, Licensee and/or its contractors must supply to the Licensor for approval a list of
all equipment and/or materials to be stored on the Property(as specified in Exhibit`B").
(c)Under no circumstances during the Agreement will Licensee and/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.
(d) At no time during the License Term shall Licensee or its contractors store equipment and/or
materials that limit line of site for vehicles exiting the entrance of the Bob Bolen Public Safety Complex
onto Felix Street.
2. Condition of Lot. Licensee and/or its contractors 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) waives any and all defects in and to the Property, its appurtenances, and in all the appurtenances
thereto.Further,Licensee and/or its contractors,through Licensee,take the Property and all appurtenances
in"AS IS" condition without warranty,expressed or implied,on the part of Licensor.Licensor shall not be
liable to Licensee or Licensee'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. This Agreement shall be for an eighteen (18) month period ("License Term"),
commencing on the Effective Date and terminating April 30,2024.
4. Consideration. Licensee is currently under contract with Licensor under a separate
agreement to repair and upgrade the Felix Street bridge at the location identified in Exhibit
attached herein("Project"). In consideration of use of the Property for a construction staging and storage
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115
site under this Agreement,Licensee will be able to repair and upgradethe Felix Street bridge Licensor in a
more expeditious manner and potentially at lower cost since Licensee will not be required to license or lease
out additional space from a third party which may not be in a convenient location and would potentially
require additional costs for Licensee which would be passed on to the Licensor as expenses under the
Project.,Licensee agrees to provide a project completion report,to the Director of the Property Management
Department or their designee and the Transportation Manager of the Transportation and Public Works
Departments of the City of Fort Worth upon completion of the Project.
5. No Services. Licensor shall not furnish Licensee 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
Licensee or its contractor's sole cost and expense. If Licensee or its contractors want or need any utilities,
cleaning, lighting, security, or any other items or services while occupying the Property, then Licensee
and/or its contractors shall first obtain permission, any required permits and approval from the Licensor to
contract,add or install any of the above items and will be responsible for providing same at Licensee and/or
its contractor's sole cost.
6. Alterations,Additions,Improvements,and Approval of Plans.Licensee 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 of the proposed work in writing, copies of all required permits
obtained and receive in writing approval from the Licensor, or its designated representative ("Licensor's
Representative"). Licensee 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. Licensor and/or Licensor's Representative reserves the right to inspect all
work pursuant to its usual construction inspection procedures.Licensee 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 Property and upon completion of use of the Property or termination of
use,a video of the Property condition for approval by the Licensor that the Property is restored to acceptable
conditions.
Licensee is required to return the Property to the Licensor at the termination and/or expiration of
this Agreement to a condition acceptable to the Licensor. The Licensor 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 Licensor is at the cost of Licensee. Any of Licensor's Property adjacent to
the Property that are damaged during the course of performing any alterations,additions and improvements
shall be repaired by Licensee and/or its contractors and returned to its previous condition or better, at
Licensee's and/or its contractors's sole cost and expense.
7. Indemnity. (a) LICENSEE AND ITS CONTRACTORS SHALL AND DO AGREE TO
INDEMNIFY, PROTECT,DEFEND AND HOLD HARMLESS LICENSOR, LICENSOR'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 LICENSEE AND ITS CONTRACTORS, 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 LICENSEE, ITS
CONTRACTORS OR ANY INVITEE, PATRON, LICENSEE, EMPLOYEE, DIRECTOR, OFFICER,
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115
SERVANT, OR CONTRACTOR OF LICENSEE, ITS CONTRACTORS, OR ANYONE WHO
CONTROLS OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR
NONPERFORMANCE OF ANY COVENANT OF LICENSEE OR ITS CONTRACTORS 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 LICENSEE'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, LICENSEE, ON
NOTICE FROM LICENSOR, SHALL,DEFEND SUCH ACTION OR PROCEEDING,AT LICENSEE'S
EXPENSE,BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO LICENSOR.THE
PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF LICENSEE 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) LICENSEE SHALL INCLUDE IN ITS CONTRACT WITH ITS CONTRACTORS AN
INDEMNITY PROVISION IN FAVOR OF THE LICENSOR TO THE SAME EXTENT CONTAINED
IN THIS AGREEMENT.
9. Waiver of Liability. NO INDEMNITEE SHALL BE LIABLE IN ANY MANNER TO
LICENSEE, ITS CONTRACTORS, ITS AGENTS, EMPLOYEES, PATRONS, CONTRACTORS, 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 LICENSEE, ITS CONTRACTORS OR ANY
OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF LICENSEE, ITS
CONTRACTOR, ITS AGENTS, EMPLOYEES, CONTRACTORS, 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 LICENSEE
AND ITS CONTRACTOR ONLY,AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR
THEFT OF OR DAMAGE TO PROPERTY OF LICENSEE, ITS CONTRACTOR, ITS EMPLOYEES,
AGENTS,PATRONS,INVITEE,OR TO OTHERS,REGARDLESS OF WHETHER SUCH PROPERTY
IS ENTRUSTED TO EMPLOYEES OF LICENSOR 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.
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115
10. Insurance.LICENSEE 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. Licensee 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, Licensee shall be responsible for all insurance to
any approved construction, improvements, modifications or renovations on or to the Property and for
personal Property of Licensee and its contractors,or in Licensee's or its contractor's care,custody or control.
Insurance requirements, including additional types and limits of coverage and increased limits on existing
coverages, are subject to change at Licensor's option,and Licensee will accordingly comply with such new
requirements within thirty(30)days following notice to Licensee.
LICENSEE SHALL INCLUDE IN ITS CONTRACT WITH ITS CONTRACTORS THE
INSURANCE REQUIREMENTS TO THE SAME EXTENT CONTAINED IN THIS AGREEMENT AND
NAMING THE LICENSOR AS AN ADDITIONAL INSURED. THE LICENSOR IN ITS SOLE
DISCRETION MAY REQUIRE LICENSEE TO CONTRACT WITH ITS CONTRACTORS TO
PROVIDE GREATER OR DIFFERENT INSURANCE THAN PROVIDED IN THIS AGREEMENT,
AND LICENSEE AND ITS CONTRACTORS MUST COMPLY WITH SUCH REQUIREMENTS
WITHIN THIRTY(30)DAYS FOLLOWING NOTICE TO LICENSEE.
As a condition precedent to the effectiveness of this Agreement, Licensee and its contractors shall
furnish Licensor with a certificate of insurance signed by the underwriter as proof that it has obtained the
types and amounts of insurance coverage required herein. Licensee and its contractors shall not less than
thirty(30)days prior to the expiration of any insurance policy required hereunder,provide Licensor with a
new or renewal certificate of insurance. In addition, Licensee and its contractors shall,on demand,provide
Licensor with evidence that it has maintained such coverage in full force and effect. Licensee and its
contractors shall maintain its insurance with underwriters authorized to do business in the State of Texas
and which are satisfactory to Licensor. The policy or policies of insurance shall be endorsed to cover all of
Licensee'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 Licensor.
11. Abandoned Property.Licensee's and its contractor's personal Property not promptly removed
by Licensee 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 by Licensee and its contractors to Licensor. Fixtures attached to the Property become the
Property of the Licensor,if not removed as required herein.
12. Assignment and Subletting.Licensee shall not assign this Agreement,or any right of Licensee
under this Agreement,or sublet the Property,for consideration or no consideration,whether voluntarily,by
operation of law, or otherwise,without Licensor 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 Licensor.If, at any time during the License Term,by the acts
or omissions of Licensee or its contractors, its employees, patrons, agents, invitees, or licensees, the
Property, or any Property therein is damaged or destroyed, Licensee shall be obligated to pay, on demand,
all costs to repair same together. If Licensee and/or its contractors expose, spill or dispose of any fuel,
hazardous and/or toxic materials or substances to or on the Property, Licensee is responsible to have the
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115
Property thoroughly cleaned and tested to ensure the Property cleanup has been completed per the Texas
Commission of Environmental Quality and the Fort Worth Environmental Department standards.
14. Repairs and Maintenance. Licensor has no obligation to make repairs of any sort to the
Property, Licensor's sole obligation hereunder being to make the Property available to Licensee in
accordance with and subject to the covenants,restrictions and limitations set forth herein. Licensee 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,Licensee and its contractors shall deliver the Property to Licensor in as good a condition
as the same was as of the date of the taking of possession thereof by Licensee, ordinary wear and tear only
excepted. Only those improvements authorized by Licensor under Section 7 of this Agreement shall remain
upon any expiration or termination of this Agreement.
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
Licensor,essential to the rights of both parties,in which event Licensor has the right,but not the obligation,
to terminate the Agreement on written notice to Licensee.
16. Default and Termination.
(a) Licensee's Default.If Licensee or its contractors shall fail to perform or observe any of its
obligations hereunder then Licensor may terminate this Agreement by giving Licensee written notice
thereof,in which event this Agreement and all interest of Licensee hereunder shall automatically terminate.
Such rights of Licensor in the case of a default by Licensee hereunder are not exclusive,but are cumulative
of all other rights Licensor 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,Licensor shall terminate LICENSEE's rights under this Agreement only in the event of a default
by LICENSEE hereunder.
(b) Licensor's Default.Should Licensor commit a default under this Agreement(including but
not limited to Licensor's failure to make the Property available),Licensee may,as its sole remedy hereunder,
terminate this Agreement, and Licensee hereby waives any and all other remedies for any such default by
Licensor.
(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 Rebcon,LLC:
City of Fort Worth 1868 W.Northwest Hwy
Property Management Department Dallas,TX 75220
900 Monroe, Suite 400
Fort Worth,TX 76102
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115
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.
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,
Licensor 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 LICENSEE
involving transactions relating to this Agreement at no additional cost to the Licensor. LICENSEE agrees
that the Licensor shall have access during normal working hours to all necessary LICENSEE facilities and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The Licensor shall give LICENSEE not less than ten(10) days written notice of
any intended audits.
Licensee further agrees to include in all its contractor and subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the Licensor 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 Licensor 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. Licensor 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 Licensor and
LICENSEE 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 Licensor and Licensee.
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 Licensor nor Licensee waives or surrender any of their respective governmental powers or
immunities.
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115
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 Rebcon,LLC 511 W Felix St,Fort Worth 76115
In witness whereof, the parties hereto have caused this Agreement to be executed as the day and
year first above set forth.
LICENSOR: City of Fort Worth LICENSEE: Rebcon,LLC
'Invfiq&AGWe
By: Dana Burghdoff(NK 10,202 0:31 CST) By: Evan McCoppin(Nov 7,202217 T)
Dana Burghdoff Evan M cCo p p i n
Assistant City Manager Name:
Date: Nov 10, 2022 Date: Nov 7, 2022
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:
J,o. 6AA ,Dcckv�
LaShanda Dockery
Title: Sr. Planner
APPROVED AS TO FORM AND LEGALITY:
By: �u(2
Royce Hansen
Assistant City Attorney p4�FORt�nna
op 0 000�yoa�
V.
ATTEST: �s %o
o�=a
b
.Tanno*fe S. Gaadall °au Qexpsabp
By: Jannette S.Goodall(Nov 11,202209:36 CST)
Janette Goodall
City Secretary
Form 1295: Not Applicable
Contract Authorization:
M&C: NA
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, T
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115
Exhibit A
it x�ar�� .,IF.is„}y�-a- r*T.!��.�_��. .• ,..
r
ErEtrance
r
Temporary Fence
around perimeter
NRGS
F PO
Approx-75'x 100'
WI -Mpr "IM 9 NIP
Jul
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115
Exhibit B
Licensee List of Equipment&Materials Stored at Site
Construction equipment
o Excavator
o Skid steer
o Rubber tiro loader
o Tractor/back-hoe
o Water truck
o 20' onex(metal container) for tool storage
o Concrete wash-M container
o Traffic control equipment
■ Arrow boards
■ Message boards
■ Channelixing devices, signs, stands, etc.
o Utility trailers
• Materials
o Rcbar
o Metal decking
o Bridge steel members
o Dirt(SWPPP protection)
o Concrete debris(SWPPP protection)
o Double walled diesel tank with exterior containment tzr*(500-gallon capacity)
o Concrete curing compound
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115
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License Agreement between City of Fort Worth and Rebcon,LLC 511 W Felix St,Fort Worth 76115