HomeMy WebLinkAboutContract 24286 CITY SECRETARYx 2k
LICENSE AGREEMENT
COUNTY OF TARRANT §
STATE OF TEXAS §
THIS LICENSE AGREEMENT is made and entered into this 1st day of October 1993, by
and between the"Licensor", City of Fort Worth, a home-rule municipal corporation in Tarrant
and Johnsen Counties, Texas, hereinafter referred to as "City" and the Aviation Heritage
Association, a 501(c)(3) non-profit corporation under the laws of the State of Texas, hereinafter
referred to as "Licensee", acting by and through Melvin R. Haas, Chairman.
1.
City hereby grants unto Licensee, and Licensee hereby accepts, the privilege to use and
occupy certain property described herein for the purpose of procuring, installing, and
maintair:ing the Aviation Wall of Honor("Wall") at General Worth Square.
The demised premises are described as the east area of the park on the east concrete
wall and the south wall extension. Final location shall be approved by City.
2.
The Licensee is authorized to perform the following work. The Licensee sh-... wide all
labor, equipment, and material necessary to wmptete the work. Licensee shalt note, of
work schedule and proposed methods to be used. All work must be approved by ME
Parks and Community Services Department or his designee.
a) Remove and relocate the existing wall plaque within General Worth Square,
b) Attach concrete anchors and bracing for the Wall,
c) Install the Wall,
d) Remove and relocate the Wall at the end of the license agreement, and
e) Restore concrete wall to original condition when the Wall is removed.
f) Licensee shall fund any and all costs associated with the work. It is understood that
the cost for the procurement and installation of the Wall is funded through fundraising
efforts.
3.
Parks and Community Services Department (PACSD) shall maintain the park, including
the walk under the Wall. If any items are left at the Wall, PACSD shall label and collect the
items on a regular basis. All items shall be turned over the Licensee for archiving and securing.
Flowers left-at the Wall may remain urnil'they become unsightly, but for.no more th6n,severi
days.
4.
Any additional irriprovements that Lkatio g,lmPy propASe must be submdted in writing.to
the Director, Parks arid-Co, munity Services Pooartrrjent. Lice must receive--approval'in
writing,prior to commencement of%additional work.` "
5.
:'he primary terms for Phis license agreement shaWbe'f p a`period of five (5)yoors.
commencing on October , 1998, andterminatirig S6ptember 30, 20,C Ivith two one-ye ar"
renewal-options:by mutual agreement.
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City rese i,es;,;+ A rightto use General V lbrt Ft-Sq»are:fiar other funct►ons:as deehed
necessQ;;;at ii. ,.,, e#ion and is allouved Through City ordances ar�d,policies..
.E.
City
reserves'the,tight to terminate this Agre4mei�t as deterrriine�;necessary by ftie
Director, PAGSD or h is desigrjee shaialii'any,oftha following Decor:
a Licensee ceasezrto abide by the,rlrles an policies of Parks.'and"Cottlmunity,Sir'rvjCes
and this Agreernent.
b) The Director, PACSD; deterimrids,in his sole•discretion the#ar�otner bens ioiai use i
for the general public exists.' i
It is e�ipressly providod shat Cftyi shell:have the right to femmnece and.cancel tb►is
agreerr►elit without-dause upon4hirty',,(3 ]!.days wMen.notida to"Licensee: s expressly
provided that Licensee shall have"the right to.terminate antt;cancet`this agreement wifhout
cause upon thirty (30} days written notice to City.
s.
In the event this license P4reement is terminated or Licensee,is evicted"m ihor
premises for any reason, City shall not ber responsible for any personal property of Licersee E
remaining on the premises at that time of said eviction or termination and said personal
property shall be deemed abandoned by Licensee if such remains on the premises at any time
thirty (30) days subsequent to the termination of the agreement. On the dissolution of Licensee,
this agreement shall terminate by operation of law.
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10.
In the event that any City owned property, such as utilities, equipment, trees, plant
material, etc. is damaged or destroyed during the installation or removal process due to the
negligence of the Licensee, the Licensee shall be responsible for replacement or repair of
damaged property.
11.
Licensee agrees that it wiil obtain and pay for all necessary permits, Licenses, and taxes
incurred or required in connection with the operation herein-.der.
12.
Apprc.val by City shall not constitute or be dee; ied a release of the responsibility
and liability of Licensee, its ages its, servants, employees, contractors and subcontrr ctors for the
accuracy and competency of its designs,worki.g drawings, and specifications or other
engineering do_..*nents. Such approval shall not be deemed to be an assumption of such
responsibility and liability by City for any defect in the designs; working drawings and
specifications or ether engineering documents prepared by Licensee, its agents, servants,
employees, contractors and subcontractors, (A being the intent of the parties that approval lb�
City constitutes approval of only the general design concept).
13.
Licensee covenants and agrees that the Wall will be construct-ad, operated, and
maintained in compliance with all laws, ordinances, n!les, regulations, and specifications of all
federal, hate, county, city, arti other governmental agencies applicable to said demised
premises new or hereafter in effect and shall not make or aliow to be made any unlawful,
improper, immorai, or offensive use thereof.
14.
Licensee in its construction, maintenance, occupancy, use or operation of said Wall
complex shall not discriminate against any person or persons because of race, age, sex,
religion, color, national origin, or handicap. Licensee, in the construction of permanent
r improvements on the demised premises, shall further comply with City of Fort Worih Ordinance
No, 11923, as amended, (Minority and Women Business Enterprisas) as if it were City
contracting for such improvement.
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Licensee agrees the: Licensee wiV iieintain the Wall and keep same in good tapair at
Licensee's sole cost and expense. All maintenance, repair, and upkeep of the Wall shall be ir%
accordance with cll applicable federal, state and !ocal laws, rules, regulations, and:
specificatsons.
Licensee shall not neither commit nor allow to be committed any waste on the premises,
nor shall Licensee maintain, commit or permit the maintenance or commission of any nuisance
on the premises or use the premises for any unlawful purpose.
16.
Licensee will do all work and make all repairs necessary or advisable to keep the
surface of the demised premises from deteriorating in value or condition and to restore and
maintain the demised premises and improvements thereon, exceptirt., normal wear and tear.
City shall have the right and privilege, through its agents and representatives, to make
inspections of the demised premises and thereafter to make recommendations to Licensee of
any repairs that, in City's opinion, are necessary to be performed by Licensee upon the demised
premises in accordance with the foregoing. Unless otherwise specifically agreed to in writing by
City acting in its sole discretion, Licensee covenants and agrees that it will commence repairs
within sixty (60) days from the date that such recommendations are made. Such repairs will be
made in expeditious and workmanlike manner. In the event that Licensee shall fail to undertake
such recc+nmended repairs within the time provided, it is understood and agreed that City may,
within its discretion, undertake to make such repairs as it may deem necessary for and on
behalf of Licensee, and in such event, the cos' of such repairs shall be an obligation on
Licensee to pay same upon demand by City following the completion of such repairs.
17.
Licensee covenants and agrees that City shall in no wE y nor under any circumstances
be responsible for any damage to property belonging to Licensee, its members, employees,
agents, contractors, subcontractors, invitees, licensees, or trespassers, which may be stolen,
destroyed, and Licensee hereby releases City from any responsibility therefore and agrees to
indemnify, defend and hold harmless City from and against any and all such claims.
18.
Licensee covenants and agrees to and does hereby, indemnify, hold harmless, and
defend, City. is officers, agents, servants, and employees, from and against any and all claims
or suits 'or property ioss or damage, loss and/or ,personal injury, includinc, death, to any and all
persons, of whatsoever kind or character, whether real or asserted, arising c it of or in
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nnection with directly or indirectly, the maintenance, use, occupancy, existence, or location of
said demised premises, whether or not caused, in whole or in part, by the alleged
negligence of officers, agents, servants, employees, customers, contractors,
subcontractors, licensees, or invitees of City; and Licensee hereby,assumes all liability and
responsibility of City, its cfcers, agents, servants, and employees. Licensee shall likewise
indemnify and hz�id harmless City for any and all injury or damage to said premises, whether
arising out of or in connection with any and all acts or omissions of Licensee, its officers, ags.its,
servants, employees, contractors, subcontricctors, licensees, invitees, patrons, or trespassers,
or caused, in whole or in part, by the alleged negligence of officers, agents, servants,
employees, patrons, contractors, subcontractors, !icensees, or invitees of City.
19.
Licensee shall pay promptly when due all bills or charges for construction or
maintenance as well as any other amounts due for materials, services, and labor furnished in
connection herewith, and shall indemnify City for non-payment of same. Licensee shall
indemnify City against any and all mechanic's and materialmen's liens or any other type of
claims or liens imposed upon the premises arising as a result of Licensee's conduct o,- inactivity.
20.
If Licensee, as a charitable association, corporation, entity, or individual enterprise, has
or claims an immunity or exemption (statutory or otherwise)from and against liability for
damage or injury to property or persons, Licensee hereby expressly waives its rights to plead
defensively such immunity or exemption as against City.
21.
Licensee agrees that it will prior to the effective date hereof, provide City with a
certificate of insurance as proof that Licensee has secured and paid for a policy of public liability
insurance covering all public risks related to the license, use and occupancy of the demised
premises. At present, the amount of such insurance shall be as follows:
Property Damage, per occurrence $500,000
Personal Injury or Death, per occurrence $50:#,000
with the understanding of and agreement by Licensee that such insurance amounts shalt be
revised at City's option and Licensee will so revise such amounts within thirty (30) days
following Licensee's receipt of written nonce of such requirements. City shall be named as an
additional insured on Licensee's insurance policy(s) as to the deriised premises, including
building improvements thereon. All insurance and insurers for policies of the insurance required
herein sha+l be acceptable tc the City. Licensee shall require any and all sublicansees to
maintain liability insurance at the limits specified herein for the Licensee, and Licensee's
insurance shall provide coverage for any and all subl°censee.in the event any subiicensee fails
to have insurance coverage in effect if a claim of damage arises out of their operations or
products.
22.
Licensee shall conduct all activRies on the demised premises as an independent
contractor, and not as an officer, agent, seo,,rnt or employee of City; Licensee shall have
exclusive control of and the exclusive right to control the activities performed on the demised
premises, and all persons performing same, and shall be responsible for the acts and omissions
of its members, officers, ac,ents, employees, contractors, subcontractors, licensees and invitees;
that the doctrine of respondent superior shall not apple as between City and Licensee, its
members, officers, agents, servants, employees, contractors, subcontractors, licensees and
invitees; and nothing herein shall be construed as creating a partnership or joint enterprise
between City and Licensee.
23.
Licensee covenants and agrees that it shall do no act nor make any contract that may
create or be the foundation for any lien upon or interest in the demised premises, and any such
contract or lien attempted to be created shall be voic'. Should any purported lien on the
demised premises be created or filed by reason of any act or contract of Licensee, Licensee, at
its sole expense, shalt liquidate and discharge same within ten (10) days next after notice of
filing thereof; and should Licensee fail to discharge same, such failure shall constitute a breach
of the covenant herein.
In this regard, if improvements to be constructed on the demised premises exceed
$25,000, Licensee shall require its contras*or to provide performance and payment bonds in the
full amount of the contract. City and Licensee shall be named as dual obligees. The surety on
the bonds shall be meet the requirements of Chapter 2253, Government Code, and shall
otherwise be acceptable to City.
24.
Licensee covenants and agrees that in the event of a breach of any covenant contained
herein by Licensee, then and in that event, City may, at its option declara this agreement
forfeited and terminated as to the balance of the term.
25.
On or before the date of expiration of this license or its cancellation, Licensees shall
vacate the oemised premises, remove all property of Licensee therefrom and restore the
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premises to a condition satisfactory to the Director. If the City revokes this license, Licensee
shall vacate the premises, remove said property therEfrom, and restore the premises aforesaid
within such time as the Director shall reasonably designate. In either event, if Licensee shall fail
or neglect to remove said property and so restore the premises, then said property shall
become the prcper°ty of City.
26.
The waiver of City of any default or breach of a term, covenant or condition of this
agreement shall not be deemed to be a waiver of any other breach of that terra, covenant or
condition or any other term, covenant or condition of this agreement, regardless of when t1-,e
breach occurred.
27.
All notices required hereunder sha!! be sent to City at the following address:
Parks and Community Services Department
City of Fort Worth
4200 South Freeway, Suite 2200
Fort Worth, TX 16115-1499
All notices to Licensee shall be sent to the following address:
Aviation Heritage Association
311 Fort Worth Club Building
302 W, Seventh Street
Fort Worth, Texas 76102
Mailing of all notices pursuant to this SPctiun shall be deemed sufficient if mailed
postage prepaid and addressed as specified above, unless either party has been notified in
writirg cf changes in the other party's address. All time periods related to arty no^ice-
requi-,am+.nts specified in this agreement shall commence either on the date notice is mallet or
on the: ate =rutice is received by the party to whom it is sent, depending on the terms specified
in the Section requiring the notice.
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Subject to the limitations contained herein, the covenant-,, conditions and agreements
made and entered into by the parties hereto are declared to be for the benefit of and minding
upon their respective successors, representatives and assigns, if any.
29.
It i5 agreed that, in the event any covenant, condition or provision her yin contained is
held to be invalid by any court of competent jurisdiction, the invalidity of such covenant,
condition or provision shall in no way affect any other covenant, condition or provision herein
contained, providecc. however, that the invalidity of any such covenant. condition or provision
Joes not materially prejudice eithar Licensee or City in connection with the rights and
obligations contained in the valid covenants, conditions or provisions of this agreement.
30.
At all times during the term of this agreement, City shall have the right, through its
agents and repress otatives, to enter into and upon the premises during reasonable business
hours for the purpose of examining and inspecting the same foc the purpose of determining
whether Licensee shall have complied with all of its obligations hereunder in respect to the use
of the premises.
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Th:a laws of the State of Texas shall govern this li nse agreement and the relationship
created hereby_ Venue for any action bEought to itrle+rpret or enforce, or arising out of or 106der't
to, the terms of this agreement shall be in Tarrant County, Texas.
IN WITNESS WHEREOF the said parties have hereto set their hands and seal of office
to duplicate origi�+als on this C. day of_ -- 1938.
CITY OF FORT WORTH AVIATION HERITAGE ASSOVIATION
! r` C°ty IVlaflager Chairman
ATST: ATTEST:
ity Secretary Corporate Seb4tdiy: ,..._..�.
1095
APPROVED AS TO FORM AND ;contract Authorization
LEGALITY:
i Deter
Assistant City Attorrty
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE !SAE, the undersigned, a Notary Public in and for the Statem of Texas, on this day
personally appeared Libby Watson, Assistant City Manager, of City of Fort Worth, known to rte
t,) be the p^rson and ofFcar whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said City of Fort Worth, arid, that she
executed the same was the act of the said City of Fort Worth, Texas, a municipal corporation,
and that the executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
Subscribed tcj and sworn oefore me this the a� day of ' 1998.
Notary Public in end for the
State of Texas
jy -, RoSaLLA BARNES My Commission Expires: ,
NOTARY PUBLiC V,3 -31 ' 1--v/
State of Tawas
Gomm. Up.03-31.z0u
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City of Fort Worth, Texas
Date 4Y11 "ayor and Councit Communication
Reference Number Log Name page
9/8/98 C-16985 80HERITAGET 1 of 2
Fibiect
LICENSE AGREEMENT WITH AVIATION HERITAGE MUSEUM FOR THE PLACEMENT
OF AVIATION WALL OF HONOR IN GENERAL WORTH SQUARE
REQOMMEND6IION:
It is recommended that the City Council authorize the City Manager to execute a five year license
agreement with the Aviation Heritage Museum for the placement and maintenance of the Aviation Wall of
Honor in General Worth Square.
On July 13, 1998, the Fort Worth Aviation Heritage Association submitted a request to erect the Aviation
Heritage Wall of Honor on the east side of General Worth Square, 801 Main Street. The wall is
constn,icted of black Andes granite and is inscribed with the names of men and women, living or
deceased. who have contributed to aviation since the beginning of flight. The wall will consist of eleven 3
foot X 6 foot. panels.
On July 31, 1998, an on-site meeting was held with representatives from the Aviation Heritage Museum
(AHM), Fort Worth Convention and Visitor's Bureau, and the Parks and Community Services Department
(PACSD) to discuss the proposal.
The proposed terms of the agreement include".
1. A five year term with two one-year options to renew.
2. AHM will procure, install,and maintain the wait.
3. AHM will assume liability and any and all costs involved with the project.
4, lteats such as memorabilia, photos, and flowers left at the wall will be labeled and collected by
PACSD staff. All items will be turned over to AHM for archiving and securing. Flowers would
remain at the wall until unsightly, but for no more than seven days.
Plans are to construct the AHM in the Alliance Corridor within the next five years. The Wall of Honor would
!I,en by relocated to that location.
i'Additional support for this proiect has been received from Downtown Fort Worth, Inc. and the Radisson
Plaza Hotel.
This project is located in COUNCIL DISTRICT 9.
City of Fort Worth, Texas
4va ffor and cou"Cit C
Daae Reference Number Log Name Page
918/98 0.16985 80HERITAGE 2 of 2
Subject LICENSE= AGREEMENT WITH 'AVIATION HERITAGE MUSEUM FOR THE PLACEMENT
OF AVIATION WALL OF HONOR IN GENERAL WORTH SQUARE
FISCAL INFORMATION/CERTIFICATION:
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j The Finance Director certifies that this action will have no material effect on City funds.
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Submittal for Cih .Maua-er's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
O ficc hN iml
Originating Department Head:
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IZlchrd 7..iti:,i:, t?!la f (fr�mi i SEP 8
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\dditiuna! Information Contact: i
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