HomeMy WebLinkAboutContract 27581,1
CITY $����iq�Y /
CONTF�ACT R10. ��Jr�1
LICENSE AGREEMENT REGARDING BALLPARK DEVELOPMENT
This Licen.se Agreement ("Agreement"} is made and ent�red into by and between the
CITY OF FORT WORTH ("City"), a home rule rnunicipal corporatio� organized under the
laws of the State of Te�as; LAGRAVE RECONSTRUCTION COMPANY, L.L.C. ("LRC"},
a Texas limited Iiability company; and TEXAS INDEPENDENT BASEBALL, L.L.C.
("TIB"), a Texas lirnited liability company.
A. On or abou� August 23, 2001 LRC executed a non-binding Memorandum of
Undersianding ("MOU"} with the City and the Sports Authority under which (i) LRC proposed
�o build a baseball stadium and oY��r facilities (callectively, the "Ballpark") on certain real
property in the City that was formerly the site of LaGrave Field (the "L�Grave Field Site") and
{ii} the City p�raposed to build a parking facility on adjacent real property owned by the City (the
"Cytec Site") to serve persons vi5iting or otherwise using the Ballpark. The MOU contemplates
that a legally binding "Master Agreement" will b� negotiated and �xecuted by and between the
City, the Sports Authority and LRC relating to the construction a� the Ballpark and adjacent
parking facilities and oth�r matters subsequently identified by the parties. The MOU was
approved by the Sparts Authority on March 16, 2001 and the City Council, through M&C C-
18505, on March 2Q, 2041.
B. LRC was created, at least in part, in order to develop the Ballpark for TIB, whzch
owns a minor league baseball team licensed by the Sports Authority to use the name "Fort Worth
Cats" (the "Team").
C. Subsequent to tk�e executia� of the MOU, �ar �ariaus re�sons LRC detezmined
that it would �e preferable to build a less ela�orate stadium and baseball facility on the LaGrave
�ield Site in which the Team woulc� play during its initial few seasans and which wauld then be
avai�able for practices by the Team and practices and play by other baseball teams in flie Fort
Worth area ("Initial Facility"). The Balipark envisioned in the MOU would in�tead be
constructed an the Cytec Site, and the City or Sports Authority would lease the Cytec Site to
LRC �nd/or TIB.
D. The City, the Sports Authority and LR� currently are in negotiations with regard
to the Master Agreement. in the meantime, LRC and TIB wish to hava access to the Cytec Site
and certain ather parcels awned by or under the co�trol of the City ("City Properties"} c�epicted
in Exhibit "A" in order to initiate certain site pz'eparation and other preliminary vvork associated
with the construction of the Initial Facility.
E. The City is willing to give LRC and TIB access to �he City Properties and ta
allow LRC and TIB to perform Ini�ial Wark only in accordance with this Agreement. LRC and
TIB are willing to enter into this Agreement, and to abide by its ierms and conditions, in order �o
obtain access to the City Pxoper�ies and to initiate certain site preparation and other preliminary
work associated with the canstruetion af the initial Facility.
Page 1 � ,u��
License Agreement be[ween City of F'ort Worth, -
LaGrave Reconstruction Company, L.L.C. and ����
Texas Independent Basebatl, L.L.C.
' . � ��
NOW, THEREFQRE, in consideration of the benefits, pro�es and mutual covenants
contained herein, and for other goad and valuable consideration, the receipt and adequacy of which
is herelay acicnowi�dged by the City, LRC and TIB, the parties agree as follows:
L INCORPORATI�N OF RECITALS.
The recitais se� forth above are true and correct and form the basis upon which the parties
have entered into this Agreernent. Exhibii "A", which specifica.Ily depicts the City Properties, is
attacned hereto and hereby made a part of this A�reement for all purposes.
�. TERM.
This Agreement shall commence on the date as of which alI parties have executed this
Agreement and shall expire on #he date as of which the Masfer Agreernent is �n effect; �rovided,
however, that prior to expiration, the City may terminate thi.s Agreement at any time and for any
reason with e�tk�er party or both partie� upon provision of written notice to such party or parties;
and t�rovided, further, �hat the pravxsions of Sections 4 and 5.4 shall survive expiration or an�r
termiriation of this Agreeme�t.
3. USE �F CITY PROPERTIES.
LRC and TIB, their officers, agents, employees, cansultants, contraetors and
subcontractors, shall k�ave the right to enter and use the City Properties far the sole and lirnited
purpose of performing certain site preparation and other preliminary work associated vvith the
construction of the Initial Facility, at the sole cost and expense of LRC andlor TIB and a� no
expense to the City, as mare specifically described in E�hibit "B", attached hereto and hereby
made a part of this Agreerr�ent far all putposes (collec�ively, the "Initial Work"}. In additian,
patz'ans of and other visitors to the Init�ial Facility or other improvements elsewhere an the
LaGrave Fie1d Site sk�all have the right to park on the City Properties and to have ingress to and
egress frorn the LaGrave Field Site via the City Praperties, but only as directed in writing by the
City. LRC and TIB shall follow and abide by, and sha11 require their officers, agents, employees,
consult�.nts, contractors �.nd suhcontractors to fallow and abida by, all federal, state ax�d local
laws, ordinax�ces, rules anci regulations while on and en route to or from the City Properties,
including, but nat lunited to, the terms of any Volunteer Cleanup Program agreement or order
relating to any of the City Prnperties, either individually or colleciively, which agreements
and/or or�ers are public documents and are hereby incorporated herein by referenca for all
purposes; any rules or regulations of the Texas Natural Resource Conservation Commission
applicable ta any af the Ciry Properties, eitb.er individually or eollectively; any construction
permit requirexnents of the City; and any written or verbal instructions or recl�airements of the
directors of the City's Departments of Environnnental Management, Transportation/Public
Warks, �Vater or the City Manager, or their authorized repzesentatives. In addition, while on the
Cytec Site, LRC and TIB, sha11 follow and abide by, and sbaIl require their officers, agents,
Page 2
License Agreement between City of Fort Worth,
LaGrave Fteconstruction Company, L.L.C. and
Texas Independent Baseball, L.L.C.
employees, consultants, contraciors and subcoz�txactors to fallow and abide by, all applicable
obligations of the City under City Secretary Contract No. 27252, an agreement betvvean the City
and Cytec Industries, Tnc. related to the development of the Cytec Site (tk�e "Con�inuing
Agreement").
3. BONDS AND INSURANCE.
As a condition precedent to the effectiveness of this Agreement, LRC ar T�B, as
appropriate and as approved in advance by ihe City, shall procure, and shall require any
contractor or subcontractor undertaking any portion of ihe Inifial Work, to procure insurance
caverage acc�table to the City Attorney and the City's Risk Manager. Prior tn the initiation of
any Initial Work on any af th� City Properties LRC or T1B, as appropriate, shall deliver to the
City a bond or bonds, executed by a corparat� surety authorized to do business in the State of
Texas and in a form acceptable to the City, in the full amount af each construciion contract or
project related to that Initial Work. The bonds shall guarantee (i) satisfactory compliance by
LRC or TiB, as apprapriate, with all requirements, terms and conditions of this A�reeznent and
(ii) full payments to all persons, firms, corparations or other �ntities with whom LRC or TIB, as
appropriate, has a direct relationship for the perforrnance of such wark or proj�ci. In addition,
LRC and TIB shall require any contractor performing any Initial Wark on any of tha City
Properties ta deliver to LRC or TIB, as appropriate, bonds in the same amount as the £ull cost of
wark under the construction contract or construetion projeci that will be performed by the
contraetar on the City Properties. The bonds shall guarantee (i) tha faithful parformance and
cox�r�pleiian oi all construction, maintenance ar repair work in accordance with th� coniract
between LRC and/or TIB aa�d the contractar and (ii) full payment for all wages fo� labor and
ser�ices and of a11 bi11s far materials, supplies and equipment used in the performance of that
cont�ract. Such bonds sha11 name the City and LRC or TIB, �s appropriate, as dual obligees.
4. LIABILITY AND INDEMN�FICATION.
LRC AND TIB U�'VDERSTAIYD AND AGREE THAT THEY SHALL BE JOINTLY
AND SEVERALLY L�4BLE A1VD RESPONSIBLE FQR, AND SIIALL I1VDE1V�CIVIFY,
DEFEND, R�LEA.4E AND HOLD 1`�1RMLESS THE CITY, ITS OFFICERS, AGE'NTS,
SE'RVANTS A14'D EMPLOYEES FRO1Vl AND AGAI1'1TST, ANY AND ALL COSTS,
EXPENSES, DAMAGES, CLAIMS, LOSSES, LIABILITY, FINES, SUl'TS, ACTIDNS,
PROCEEDINGS, ORDERS, DECREES A1VD/�R JIIDGMENTS SUFFERED BY OR
AGAINST THE CITY, ITS OFFICERS, AGEN�'S, SERY.ANTSAND EMPL�YEES WHICH
MAY ARISE FRQM OR BE IN CONNECTION WI?'H (i) A1VY INITIAi WORK
PERFORMED BY OR ON BEHALF OF LRC AND/OR TIB OR OTHERW.ISE CAUSED BY
LRC AND/OR TIB, THEIR QFFICE�RS, AGENTS, SERVANTS, EMPLDYEES,
CONTRACTORS AND/OR SUBC4NTRACTORS, IN CONNECTIDN WITH THIS
AGREEMENT, OR (ii) THE USE OF THE �AGRAVE FIELD .�ITE, THE USE OF ANY
CITY PROPERTIES, OR ACCESS TQ THE LAGRAVE FIELD SITE FROM OR
THROUGH ANY CITY PROPERTIES BY ANY PATRONS OF OR YISITORS TD TAE
INITIAL FACILITY OR OTHEI2 IMPRDVEMENTS ELSEWHERE ON THE LAGRAVE
Page 3
License Agreement between City of Fort Worth,
LaGrave Reconstruction Company, L.L.C. and
'iexas Independent Baseball, L.L.C.
FIELD S�TE, EXCEPT TO THE EXTENT CAUSED BY T'HE NEGLIGENT ACTS OR
OMISSIONS OR INTENTIONAL MIS'COND UCT OF THE C.ITY.
5. MISCELLANEOUS.
5.1. Corttinuin� A�reement Cantrallin�.
Notwithstanding anything to fhe contrazy hez'ein, this Agreernent does not provide
LRC or TIB with any rights or privileges greater than thase granted to the City under the
Conti.zzuing Ag�reemen�.
�.�. Indeuendent Contractor.
The parties hereto under�tand and agree that LRC and TIB sha�l operate as
independent contractors as to a11 rights, privileges, terms and conditions une�er this
Agreement and not as agents, represeniatives, partners ar a joint venture of the City.
5.3. Assignmenf.
Neither LRC nor TIB shall sell, assign, pledge or in any manner transfer their
interests in this Agreement to a third party, including any affiliated third party, withoui
#he written consent of the Ciiy. Any purported sale, assignment, pledge or transfer �ha11
be null and void.
5,4. Liens,
Neither LRC nor TIB sha11 permit to be created by any action or onaissian of LRC
or TIB, their of�tcers, agents, employees, co�sultants, contractors and subcontractors any
undisck�a�rged lien, encumbrance or charge ugon any flf the City Properties. If any lien or
notice of lien on account of an alleged debt of LRC or TIB shall be filed against a.ny of
the City Praperties, LRC or TIB, as appropriate and at no expense to the City, shali cause
th� same to be discharged of record by payment, deposit, bond, order of a court of
cQmpetent jurisdiction or otherwise within thirty {30) days after notice af the filing
thereaf.
5.5. No Waiver.
The failure of the City to insist upon performance af any term or provision of this
Agreement or to exerci�e any rights that the City may have, either under this Agreement
or at law, shall not const�tufie a waiver of the City's right to insist upon appropriate
performanee or to assert any such right on any future occasion. Tt is understood and
agreed that by execution of this Agx-eement, the City does not waive ar surrender any of
its governmental powers or irnmunities.
Page �
License Agreement hetween City af Fort Worth,
LaCrrave lZeconstruction Company, L.L,C, and
Texas Independent Baseba[l, �..L.C.
�.6. Governin� Law, Venue and Jurisdiction.
This Agreement shall be construed pursuant ta and in accordance with the laws of
the United States of America and the State of Texas. If any action, whather real or
ass�rted, at law or in equity, arises out of the terms and/or conditian5 of this Agre�ment,
v'enue for such action sha11 Iie exclusively in stat� courts located in Tarrant County,
Texas nr the United States District Couri for the Northern District of Texas, Fart Worth
Division.
�.7. Entireiv of A�reement.
This Agreement contains ik�e entire understanciing and agreement between the
City, LRC and TIB as to the matters contained herein. .Any prior ar confemporaneous or
written agreement is bereby declared null and void to the exten� in conflict wi�h the terms
and canditio�s af this Agreement. This Agreemeni sha11 not be amended unless agreed ta
in writing by all parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiples this G i dayof /� %"Ar C✓� , 2Q02.
CYTY OF FORT WORTH:
�� ✓i�`
����' Re rd Rc �:t�r
Assistant City Manager
A .� EST:
l
Ioria Pearson
City Secretary
APPROVED AS TO FORM AND LEGALITY:
7
�..-�L� fG' V �
Peter Vaky �
Assistant City Attorney
M&C: none reauired
Page 5
License Agreement between City of Fort Wo��th,
LaGra�e ReconstrucEion Campany, L.L.C. and
Texas Independent Baseball, L.L.C,
n
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.T ^�7';�.' f��;^�l',,Wr'11f11
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LAGRAVE RECONSTRUCTIO�V, L.L.C.
By:
Name: �-!�. � �'�.
Title: Gl�/ �M�J $� �
TEXAS INDEPENDENT BASEBALL, L.L.C.
By:
Carl Bell
Chairman
Page 6
License Agreement beiween City of Fart Worth,
LaGrave Reconsh'uction Company, L.L,C, and
Texas Independent Baseball, L,L,G.
EXHIBIT `` g''
PERNiITTED USES
Parking fpr events on adjoining properties;
2. Ingress and egress to adjoining proparti�s;
3. Disposal and �'ill of soil from adjoining properties;
4. Fencing and clearing of land in conjunction with use of adjoining properties;
5. Placing of kiosks and/oz othez temporary structures on the property i.1a conjunction with use
and operation of adjoinin� properties; and
6. Such other uses as are appraved in wziting by the City oiFt. Worth.
�. - _ �
U:IWSBITIBIEXHIBITA. WPD