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HomeMy WebLinkAboutContract 58981CSC No. 58981 ENVIRONMENTAL ACCESS LICENSE AGREEMENT This Agreement ("License") is between the City of Fort Worth ("Licensor"), and Terracon Consultants, Inc. ("Licensee"). In consideration of the mutual covenants contained herein, the parties agree to the following: GENERAL 1. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and estates of third parties, and upon the terms and conditions set forth below, to use the area shown on the attached map (EXHIBIT A) of Licensor's property situated at 1905 East Vickery in Fort Worth, Tarrant County, Texas, more fully described as Glenwood Addition, Block 29 Lot 3B 4B 5 & BLK 29 1/2 LTS 4B 5 6 & 7 (legal description), ("Premises") for the purposes specified in Section 3 below. 2. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees, licensees, easement beneficiaries or lien holders or interfere with the use of such improvements. Licensee shall stay within the areas delineated on the attached map (Exhibit A). 3. Licensee shall use Premises exclusively as a site for performing environmental and engineering explorations to include one of, or a combination of, the following categories of work: (a) Drilling of soil test borings; (b) Installation of groundwater monitoring wells; (c) Performing groundwater inflow tests on wells; (d) Obtaining groundwater samples from wells; (e) Maintenance and/or checking groundwater level in wells; and (f) Collection of asbestos -containing building materials bulk samples 4. Licensee shall not use or store hazardous substances, as defined by the Comprehensive Environmental Response, Compensation, and Liability Act, as amended ("CERCLA") or petroleum products on the Premises, other than normal amounts of fuel and fluids self-contained within its motor vehicles. No refueling is allowed on the Premises. 5. Any contractors or subcontractors performing work on the Premises, or entering the Premises on behalf of Licensee, shall be deemed agents of Licensee for purposes of this License. TERM 6. This License shall commence on the Effective Date and shall continue until April 18, 2023, subject to prior termination as hereinafter described. OFFICIAL RECORD CITY SECRETARY 1 of 10 FT. WORTH, TX COMPLIANCE WITH LAWS 7. Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants or restrictions relating to the use of the Premises. 8. Licensee shall obtain and comply with all conditions of all required permits and authorizations by governmental agencies which relate to Licensee's use of the Premises. LICENSEE'S OPERATIONS 9. Licensee shall notify Licensor at least three (3) business days prior to entering the Premises. After completion of use of the Premises for the purpose specified in Section 3, Licensee shall notify Licensor in writing that such use has been completed. 10. Any open hole, boring or well constructed upon Premises by Licensee shall be safely covered and secured at all times when Licensee is not working in the actual vicinity thereof. Following completion of that portion of the work, all holes or borings constructed on the Premises by Licensee shall be: (a) filled in to surrounding ground level; or (b) otherwise secured or retired in accordance with standard practices, any applicable legal requirements, and as may be directed by Licensor. 11. Upon completion of Licensee's work on the Premises or upon termination of this License, whichever shall occur first, Licensee shall: (a) remove all of its equipment from the Premises; (b) report and restore any damage to the Premises arising from, growing out of, or connected with Licensee's sole use of the Premises; (c) remedy any unsafe conditions on the Premises created or aggravated by Licensee; and (d) perform any other work to restore the Premises to substantially the same condition as before Licensee's work on the Premises. ALTERATIONS 12. Licensee shall not make any alterations of the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Licensor's prior written consent. Environmental Access License Agreement 2 of 10 TERMINATION 13. (a) This License may be terminated by either party by upon three (3) days written notice of termination upon the other party. Upon expiration of the time specified in such notice, this License and all rights of Licensee shall absolutely cease. (b) Upon termination, should Licensee have installed its monitoring well(s) on the Premises, once Licensee's well(s) are retired, Licensee shall provide Licensor a copy of the closure documents. NOTICES 14. Any notice to be given by either party shall be deemed to be properly served if deposited with the United States Postal Service, or other acceptable mailing service, postage prepaid, addressed to either party, at the addresses and department shown beneath signature of the parties. SURVIVAL 15. Neither termination nor expiration will release either party from any liability or obligation under this License resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Premises are restored to its condition as of the Effective Date. RECORDATION 16. It is understood and agreed that this License shall not be filed with the County Clerk for Tarrant County, Texas, for recording. APPLICABLE LAW 17. All questions concerning the interpretation or application of provisions of this License shall be decided according to the laws of the State of Texas. SEVERABILITY 18. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. INTEGRATION 19. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to Licensee's use of the Premises as described herein. Environmental Access License Agreement 3 of 10 NOTICES 20. Any notice or communication required in the administration of this License shall be sent as follows: If to City: Roger Grantham Code Compliance Dept. - Environmental City of Fort Worth 1000 Throckmorton St. Fort Worth, TX 76102-6311 JURISDICTION AND VENUE If to Licensee: Jack McCranie Senior Principal Terracon Consultants, Inc. 2501 E. Loop 820 N. Fort Worth, TX 76118 21. Venue of any suit or cause of action under this contract shall lie in Tarrant County, Texas. The laws of the State of Texas shall apply to this agreement and in the case of any dispute arising from this agreement. GOVERNMENTAL POWERS 22. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers, rights, or immunities. INDEMNIFICATION 23. Definitions. The following words and phrases shall be defined as follows: A. "Environmental Damages" shall mean all damages, losses, diminished values, claims, judgments, penalties, fines, liabilities, encumbrances, liens, costs, expenses of investigation, and the defense of any claim of whatever kind or nature, direct or indirect, tangible or intangible, compensatory, exemplary, or punitive, economic or non -economic, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, to the City and any third parties, including without limitation reasonable attorney's and consultant's fees, any of the foregoing which are incurred as a result the Contractor's work or entrance onto the Premises, but only to the extent due to Contractor's negligence; arising from a violation of any Environmental Requirements; or arising from strict liability, or an intentional tort, and whether any of the foregoing are attributable to the Contractor, a Subcontractor, a vendor, employee, agent, successor, or assignee and including by way of example but not limited to: Damages for personal injury or death, pain and suffering, mental or emotional distress, injury to property of any kind or to natural resources, environmental contamination, or the loss of use or value of property; Environmental Access License Agreement 4 of 10 2. Fees incurred for the services of attorneys, consultants, engineers, contractors, experts, laboratories, and investigators related to any studies, cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring work, civil or criminal defense, or the recovery of any other costs; and 3. Liability, claims, or judgments to any third persons or governmental agencies in connection with the items referenced herein. 4. Fines, penalties, costs, agreed orders, or settlements to any federal, state, or local government for violations of environmental laws, permits, standards, or regulations. B. "Environmental Requirements" shall mean the allowable or permissible levels, concentrations, or amounts of materials; all applicable present and future statutes, regulations, rules, permits, plans, or authorizations of all governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, states, and political subdivisions thereof; and all applicable judicial, administrative, and regulatory decrees, judgments, and orders; and all common law causes of action; all of the above relating to the protection of human health or the environment and being inclusive of, but not limited to: All requirements, including, but not limited to, those pertaining to reporting, licensing, permitting, facilities, sites, operations, emissions, discharges, releases, or threatened releases of wastes, substances, materials, pollutants, contaminants, hazardous wastes, petroleum products, toxic substances, materials, , or other any other regulated or harmful substances whether solid, liquid, or gaseous into the air, surface water, groundwater, stormwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of elements, compounds, materials, substances, pollutants, contaminants, or hazardous or toxic materials, substances, or wastes, whether solid, liquid, or gaseous in nature; and 2. All requirements, including, but not limited to, those pertaining to reporting, licensing, permitting, facilities, sites, operations, emissions, discharges, releases, or threatened releases of radioactive materials. 3. All requirements pertaining to the protection of the environment, natural resources, the health and safety of employees or the public; and 4. Citizen suits authorized by any federal or state law; and 5. All common law causes of action related to health, safety, natural resources, and the environment. 24. Environmental Indemnification. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS, RELEASE, AND REIMBURSE THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL: Environmental Access License Agreement 5 of 10 a) ENVIRONMENTAL DAMAGES, AS DEFINED HEREIN, THAT ARE RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY NEGLIGENT ACTS, OMISSIONS, OR LIABILITIES (INCLUDING STRICT LIABILITY) AND b) VIOLATIONS, ALLEGED VIOLATIONS, SUITS, OR CLAIMS RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY NEGLIGENT ACTS, OMISSIONS, OR LIABILITIES (INCLUDING STRICT LIABILITY). 25. General Indemnification. CONTRACTOR AGREES TO INDEMNIFY, RELEASE, HOLD HARMLESS, AND REIMBURSE THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITY, CLAIMS, SUITS, DEMANDS, OR CAUSES OF ACTION THAT ARISE FROM THE CONTRACTOR'S OPERATIONS UNDER THIS AGREEMENT WHEN SUCH ARE CAUSED BY ANY ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS, SUCCESSORS, OR ASSIGNS, BUT ONLY TO THE EXTENT ARISING FROM NEGLIGENCE, INTENTIONAL TORT, VIOLATION OF A LAW OR DUTY TRIGGERING STRICT LIABILITY, OR BY THE INFRINGEMENT OF ANY PERSON'S PROPERTY, LEGAL, OR CONSTITUTIONAL RIGHT. THIS INDEMNIFICATION EXCLUDES, HOWEVER, DAMAGES WHICH ARE CAUSED BY CLAIMS OR LIABILITIES THAT RESULT SOLELY FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CITY OR ITS EMPLOYEES. 26. The obligations of the Contractor related to this general and environmental indemnification shall include, but not be limited to, the burden and expense of reimbursing the City for all fees and costs for defending all claims, suits, and administrative proceedings and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, settlements, penalties or other sums due against such indemnified persons. 27. Upon learning of a claim, lawsuit, or other liability which Contractor is required hereunder to indemnify, contractor shall provide City with timely notice of same. 28. The obligations of the Contractor related to this indemnification shall survive the expiration or termination of this Agreement and the discharge of all other obligations owed by the parties to each other hereunder. INSURANCE 29. The Contractor certifies it has, at a minimum, current insurance coverage as detailed below and will maintain it throughout the term of this Contract. Prior to commencing work, the Contractor shall deliver to City, certificates documenting this coverage. The City may elect to have the Contractor submit its entire policy for inspection. Environmental Access License Agreement 6 of 10 A. Insurance coverage and limits Commercial General Liability Insurance $1,000,000 each occurrence; $2,000,000 aggregate Automobile Liability Insurance Coverage on vehicles involved in the work performed $1,000,000 per accident on a combined single limit basis injury each person; $1,000,000 bodily injury each acci property damage. under this contract: or: $500,000 bodily lent; and $250,000 The named insured and employees of Contractor shall be covered under this policy. The City of Fort Worth shall be named an Additional Insured, as its interests may appear. Liability for damage occurring while loading, unloading and transporting materials collected under the Contract shall be included under this policy. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease -policy limit $100,000 disease -each employee Environmental Impairment Liability (EIL) and/or Pollution Liability $4,000,000 per occurrence. EIL coverage(s) must be included in General Commercial Liability policies above; or, such insurance shall be provided under separate policy(s). Liability for damage occurring while loading, unloading and transporting materials collected under the contract shall be included under the Automobile Liability insurance or other policy(s). B. Insurance general requirements Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with the Contract. 2. Applicable policies shall be endorsed to name the City an Additional Insured thereon, as its interests may appear. The -term City shall include its employees, officers, officials, agents, and volunteers as respects the Contracted services. . 3. Certificate(s) of Insurance shall document that insurance coverage specified herein are provided under applicable policies documented thereon. 4. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. Environmental Access License Agreement 7 of 10 5. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to the City. A ten (10) days' notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Contractor's insurance policies. Notice shall be sent to Department of Financial Management Services - Risk Management Division, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102. 6. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City; and, such insurers shall be acceptable to the City in terms of their financial strength and solvency. 7. Deductible limits, or self -insured retentions, affecting insurance required herein shall be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must be also approved. Dedicated financial resources or Letters of Credit may also be acceptable to the City. 8. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Contract. 9. In the event that a claim is filed, the City shall be entitled, upon its request and without incurring expense, to review the Contractor's insurance policies including endorsements thereto and, at the City's discretion; the Contractor may be required to provide proof of insurance premium payments. 10. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions. 11. The City shall not be responsible for the direct payment of any insurance premiums required by the contract. It is understood that insurance cost is an allowable component of Contractor's overhead. 12. All insurance required above shall be written on an occurrence basis in order to be approved by the City. 13. Subcontractors to the Contractor shall be required by the Contractor to maintain the same or reasonably equivalent insurance coverage as required for the Contractor. When subcontractors maintain insurance coverage, Contractor shall provide City with documentation thereof on a certificate of insurance. Notwithstanding anything to the contrary contained herein, in the event a subcontractor's insurance coverage is canceled or terminated, such cancellation or termination shall not constitute a breach by Contractor of the contract. Remainder of page intentionally blank Environmental Access License Agreement 8 of 10 EXHIBIT A SITE MAP OF AREAS OF AUTHORIZED USE UNDER THIS ENVIRONMENTAL ACCESS LICENSE AGREEMENT 1905 E Vickery Blvd Fort Worth, TX 76104 Environmental Access License Agreement 9 of 10 SIGNATURE PAGE ENVIRONMENTAL ACCESS LICENSE AGREEMENT LICENSOR CITY OF FORT WORTH n L=6cda4E Dana Burghdoff( r3, 202 6:42 CST) Dana Burghdoff Assistant City Manager RECOMMENDED: Roger grantham (Feb 27, 2023 22:34 CST) Roger Grantham Environmental Supervisor Project Manager Code Compliance — Environmental Quality APPROVED AS TO FORM AND LEGALITY: Matt Murray Assistant City Attorney 000v�oQ d G�RT�ad a ��ppO 0!`° o•id ATTEST: ono osd Jannette S. Goodall City Secretary LICENSEE Terracon Consultants, Inc. /.%0& Jack r ie (Feb 27, 2023 14:28 CST) Jack McCranie Senior Principal Jack.McCranie@terracon.com 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. 4A�- By: Roger Grantham (Mar 6,202315:21 CST) Name: Roger Grantham Title: Environmental Supervisor OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Environmental Access License Agreement 10 of 10