HomeMy WebLinkAboutContract 59382CSC No. 59382
LICENSE AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND
THE FORT WORTH MARSHAL'S ASSOCIATION
This License Agreement ("Agreement") will begin upon execution by the City ("Effective Date") by and
between the City of Fort Worth, Texas, a home -rule municipal corporation of the State of Texas
("Licensor"), and the Fort Worth Marshal's Association, a domestic not -for -profit 501(c)(3) corporation
("Licensee").
WHEREAS, Licensor owns property known as the A.D. Marshall Public Safety and Courts Building
located at 1000 Throckmorton Street, Fort Worth, Texas 76102 ("Building"); and
WHEREAS, Licensor agrees to grant to Licensee, the non-exclusive use of a portion of the lobby area
within the Premises as identified herein to install an electronic display case which will provide content
memorializing the history and tradition of the Marshals, past and present, within the City of Fort Worth.
NOW, THEREFORE, City and Licensee for and in consideration of the covenants and agreements
hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows:
1. Premises. Licensor hereby grants Licensee the non-exclusive license to utilize
approximately 100 square feet of space across from the main elevators in the lobby of the Building as
specified in Exhibit "A" ("Premises") for Licensee to install and maintain a small display case ("Display")
for the purpose of portraying the history, tradition and service of the City of Fort Worth Marshal's agency,
past and present ("Use").
2. Condition of Premises. Licensee and/or its contractors taking possession of the Premises shall
be conclusive evidence that (a) the Premises is suitable for the purposes and uses for which same are
licensed; and (b) waives any and all defects in and to the Premises, its appurtenances, and in all the
appurtenances thereto. Further, Licensee and/or its contractors, through Licensee, take the Premises 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 Premises or any part of any appurtenance thereof
being improperly constructed or being or becoming in disrepair.
3. Term. This Agreement shall commence on the Effective Date and continue on a month to
month basis until terminated by either party by providing thirty (30) day written notice by the other party.
4. Consideration. Both parties agree that by allowing Licensee's the use of the Premises during
the Term will benefit the City by (i) honoring the community by spotlighting Marshals who have served the
City of Fort Worth, past and present, through the years; (ii) provide access to residents of the City to certain
this information; and (iii) shed light on the multiple items the Marshals have been involved with over the
years. Licensor and Licensee expressly agree and stipulate that this Agreement is based on valuable
consideration and an exchange of promises that will be independently beneficial to both parties and that, as
a condition precedent to executing this Agreement, the consideration is valuable and sufficient and that
neither party shall be able to assert otherwise in the event of litigation. Nothing herein shall constitute an
obligation of City funds.
5. Services. Licensor shall furnish Licensee or its contractors with utilities, cleaning, lighting,
security, or any other items or services for the Premises except as identified within this Agreement.
6. Alterations, Additions, Improvements, and Approval of Plans. Licensee and its contractors
shall make no alterations, additions or improvements to the Premises prior to submitting all plans, scope of
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License Agreement between City of Fort Worth and Fort Worth Marshal's Association
CITY SECRETARY
FT. WORTH, TX
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
Premises condition to Property Management Department, Lease Section, prior to start of alterations,
additions or improvements to the Premises and upon completion of use of the Premises or termination of
use, a video of the Premises condition for approval by the Licensor that the Premises is restored to acceptable
conditions.
Licensee is required to return the Premises 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 Premises prior to termination and/or expiration of this Agreement to determine if the
Premises is in acceptable condition. Any additional alterations, repairs, etc. required to bring the Premises
to an acceptable condition by the Licensor is at the cost of Licensee. Any of Licensor's property adjacent to
the Premises 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. Displayed Content. The Display will include a glass encasement where Licensee is permitted
to store artifacts and other items relating to the history, tradition and service of the City of Fort Worth
Marshal's Division ("Physical Content"). Additionally, the Display will come equipped with a small built-
in electronic screen that Licensee may utilize to provide content that references, and is directly related to,
the Physical Content ("Electronic Content"). Both the Physical and Electronic Content included within the
Display must be professional in nature and appropriate for all age levels. If there is any question as to
whether the items included in the Display are either Physical or Electronic Content as defined herein, such
determination shall be made solely by Licensor, through the Director of the Municipal Court Department
("Director"). In the event any items placed in the Display are not determined to be Physical or Electronic
content as defined herein by the Director, Licensor shall have the option of either (i) requiring the removal
and replacement of the Physical or Electronic Content at the Licensee's sole cost and expense or (ii)
immediately terminating this Agreement.
8. 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 PREMISES
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,
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
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License Agreement between City of Fort Worth and Fort Worth Marshal's Association
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 PREMISES,
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.
(d) Intellectual Property. Licensee agrees to assume full responsibility for complying with all
State and Federal Copyright Laws and any other regulations, including, but not limited to, the assumption
of any and all responsibilities for paying royalties that are due for the use of other third -party copyrighted
works. Licensor expressly assumes no obligations, implied or otherwise, regarding payment or collection
of any such fees or financial obligations. Licensor specifically does not authorize, permit, or condone the
reproduction or use of copyrighted materials by Licensee without the appropriate licenses or permission
being secured by Licensee in advance. IT IS FURTHER AGREED THAT LICENSEE SHALL
RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS LICENSOR FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF
EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S
FEES, INSOFAR AS THE SAME ARE BASED ON ANY CLAIM THAT THE WORK PROVIDED
UNDER THIS AGREEMENT CONSTITUTES AN INFRINGEMENT OF ANY PATENT, TRADE
SECRET, TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT.
Licensor expressly assumes no obligation to review or obtain appropriate licensing and all such licensing
shall be the exclusive obligation of Licensee.
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 PREMISES 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
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License Agreement between City of Fort Worth and Fort Worth Marshal's Association
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 PREMISES BY ANY OF THEM. ALL VEHICLES AND ALL
PERSONAL PROPERTY WITHIN VEHICLES USING THE PREMISES, 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.
10. Abandoned Property. Licensee's and its contractor's personal Property not promptly removed
by Licensee or its contractors from the Premises 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 Premises become the
property of the Licensor, if not removed as required herein.
11. Assignment and Subletting. Licensee shall not assign this Agreement, or any right of Licensee
under this Agreement, or sublet the Premises, for consideration or no consideration, whether voluntarily, by
operation of law, or otherwise and any attempt to do so shall be void, and any such attempt shall cause
immediate termination of this Agreement.
12. Damage to Premises 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
Premises, or any property of Licensor 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 Premises or within the Building,
Licensee is responsible to have the Premises, or any part of the Building that was affected by such damage,
thoroughly cleaned and tested to ensure the Premises/Building cleanup has been completed per the Texas
Commission of Environmental Quality and the Fort Worth Environmental Department standards.
13. Repairs and Maintenance. Licensor has no obligation to make repairs of any sort to the
Premises, Licensor's sole obligation hereunder being to make the Premises 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 Premises 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 Premises 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 6 of this Agreement shall remain
upon any expiration or termination of this Agreement.
14. 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.
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License Agreement between City of Fort Worth and Fort Worth Marshal's Association
15. 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 Premises 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.
16. 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:
City of Fort Worth
Property Management Department
900 Monroe, Suite 400
Fort Worth, TX 76102
With copies to:
City of Fort Worth
Director of Municipal Court
Municipal Court Department
1000 Throckmorton St.
Fort Worth, TX 76102
And
City of Fort Worth
City Attorney's Office
200 Texas Street
Fort Worth, Texas 76102
To Licensee:
Fort Worth Marshal's Association
P.O. BOX 1621
Fort Worth, Texas 76101
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.
17. 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
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License Agreement between City of Fort Worth and Fort Worth Marshal's Association
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.
18. Charitable Immunity. Licensee agrees that if it is a charitable organization, corporations,
entity or individual enterprise having, claiming or entitled to any immunity, exemption (statutory or
otherwise) or limitation from and against liability for damage or injury to property or persons under the
provisions of the Charitable Immunity and Liability Act of 1987, C.P. R.C., § 84.001 et seq., or other
applicable law, that Licensee hereby expressly waives its right to assert or plead defensively any such
immunity or limitation of liability as against City.
19. Compliance with All Rules and Regulations. Licensee shall comply with all federal, state,
and local laws, rules, and regulations, as well as with all regulations, restrictions, and requirements of the
Police, Fire, and Code Compliance Departments now or hereafter in effect which are applicable to its
operations. Licensee shall obtain and keep in effect at its own cost and expense all necessary licenses and
permits, and pay all taxes incurred or required in connection with this Agreement and its operations
hereunder.
20. Entire Agreement. This Agreement constitutes the entire agreement between Licensor and
LICENSEE relating to the use of the Premises and no prior written or oral covenants or representations
relating thereto not set forth herein shall be binding on either party hereto.
21. Amendment. This Agreement may not be amended, modified, extended, or supplemented
except by written instrument executed by both Licensor and Licensee.
22. 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.
23. 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.
24. 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 Fort Worth Marshal's Association
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
By: Valerie Washington (May 12, 2023 14:28 CDT)
Valerie R. Washington
Assistant City Manager
Date: May 12, 2023
LICENSEE: Fort Worth Marshal's
Association
By: Jesus Flores (May 12, 202311:22 CDT)
Name: Jesus Flores, President
Date: May 12, 2023
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.
291
Name: Shelley Hollars (May 12, 202311:51 CDT)
Shelley Hollars
Title: Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Thomas Royce Hansen
4.p444pn��
Assistant City Attorney aoF Fo°Rt�ad
ATTEST:
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By:
Janette Goodall
City Secretary
Form 1295: Not Applicable
Contract Authorization:
M&C: NA
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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License Agreement between City of Fort Worth and Fort Worth Marshal's Association
Exhibit A
Location of the Premises is identified by the "X" on this exhibit
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CITY OF FORT WORTH IN
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STREET
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'0'"�`"""'"`�' `a""�""•T"'N 76147 THIS DRAWING IS FOR SPACE PLANNING ONLY
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License Agreement between City of Fort Worth and Fort Worth Marshal's Association