HomeMy WebLinkAboutContract 45160 CITY'SECRUMY,
CONTPACT No.
RECIPROCAL MAINTENANCE LICENSE AG EMENT L
LICENSE 11HE STATE OF TEXAS §
CO1JN`FY OF TARRANT §
THIS RECIPROCAL MAINTENANCE , ("Agreement") i^
J,
reads and entered into by and between Event Facilities Fort Worth, Inc., a Texas iron-profit
corporation, sting by and through Mike Groomer, its duly authorized President ("EFFW"'), and
the City of Fort Worth, a home-rulemunicipal corporation of the State of Texas, acting by and
th-roUgh Brae. Alanls, its duly authorized Assistant City Manager ("City"), as of September 26,
2013 ("Eft-'ective Date")I.
Cl
TAL
W E AS, the City owns certain parkland located at, 3220 Botanic Garden Boulevard,
Fort Worth, Texas, such laird being described on Ex ih t "A" attached hereto and being
cC mnionly known as the .Fort, Worth Botanic Garden ("City Property"); and
WHEREAS, EFFW owns that certain tract, of land located at 3401 Bryce Avenue, Fort
Worth, Texas, such land being described on Exhibit B attached hereto and being immediately
adjacent to the City Property ( Property"); and
WHEREAS, the City Property and the EFFWProperty share the common.mon boo ndar line
depicted on E x l Ilt"C" attached hereto ("Boundary L ine")� and
WHEREAS, the City constricted certain fencing and other improvements on the City
Property along the Boundary Line "BIolta nlc Garderi Fence"); and
WHEREAS' EF W cons certain fencing and other mproveine t on EFFW
Property along the Boundary Line `F'. .1 Fence")- and
WHEREAS, the City arid. l I�FW are willing to grant to each other non-exclusive access
to certain portions of their property in order for each to momntain and repair their fences.
N W THE RFYOR , for and in consideration of the mutual agreements stated herein
and ether: good and valuable consideration, the receipt and sufficiency of which, are hereby
,acknowledged, the parties agree as follows.-
. ACCESS LICENSES AND LIM1TATIONS.
(a) Bo Garden Fence.
N
(i), n order to facilitate the maintenance and repair t �a
Fence, EFF grants to the City non-exclusive ingress, egress an sews, ov s
CITY SE
FTs WORT4,TX
Reciprocal Maintenance Licenses Agreement between C�it of Fort Worn} Po E I V and,Event Facilities Fort Worth,rth, Inc,
R F C ,�A � �W JVU Page I f I I
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the area extending five feet (5') beyond the Boundary Line onto the EFFW Property (the
'Vitt' Maintenance Area").
(H) The City will schedule all access of the City Maintenance Area in
coordination with, and notice to, EFFW. At a minimum, the City shall provide advanced
notice to E W prior to any access as follows: twenty-four (24) hours' notice prior to
inspections, seventy-two (72) hours prior to minor maintenance, and thirty (30) days prior
to Major maintenance. Advanced notice is not required for emergency access or access
that is necessary to preserve the health and safety of the general public., In the event of
any conflict between access by, the City and the activities of EFFW on the City
Maintenance Area, the activities of EFFW shall take absolute precedence, except wll.ere
advanced notice may not be required,.
(iii) The City shall take all reasonably necessary precaution to prevent damage
or disturbance to the E'FFW Property (including all trees and vegetation thereon and, the
contour thereof) during the exercise of the City's rights and obligations under this
Agreement.
(1v) To the extent that the EFFW' Property, or any improvement thereon
existing as of the Effective Date, is damaged or altered in coruiection with the City's
activities under this Agreement, the City shall restore same to a condition that is similar
to or better than that which existed as of the Effective Date.
1 V
(v) If the Botanic Garden Fence is remove whatever reason or cause, the
City shall be responsible for all costs associated with such removal including, but not
limited to, deinstallation, transportation, required remediation, and restoration of the
EFFW Property to a condition that is similar to or better than that which existed as of the
Effective Date.
(vi): The City shall be solely responsible for initiating, maintaining, and
supervising all safety precautions and programs in connection with use of the City
Maintenance Area.
(vii; 'Yhe City's activities, under this Agreement shall be conducted in such a
manner as to cause the least possible interference with the use of the EFFW Property by
EFFW and the general public.
N EFFW Fence.
(i) In order to facilitate the maintenance and repair of the EFFW Fence, the
City grants to EFFW non-exclusive ingress, egress and access over and across the area
extending five feet (5') beyond the Boundary Dine onto the City Property (the OFF'W
Maintenance Area").
(ii) EFFW will schedule all access of the EFFW Maintenance Area in
coordination with, and notice to, the City. At a minilnum, EFFW shall provide advanced
0 o (24) hours notice p rior to
notice to the City prior to any access as follows-, twenty-f ur
inspections, seventy-two (72) hours: prior to minor maintenance., and thirty (30) days prior
Reciprocal Maintenance Lie nses Agreement between City of For Wo�rtli Page 2 of I I
and Event Facilities Fort Worth,Inc.
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to Major maintenance. Advanced notice is not required for emergency access or access
that is necessary to preserve the health and safety of the general public. In the event of
any conflict between access by EFFW and the activities, of the City oil the EFFW
Maintenance Area,, the activities of the City shall take absolute precedence, except where
advanced notice may not be required.
(iii, EFFW shall take all reasonably necessary precaution to prevent damage or
disturbance to the City Property (including, all trees and vegetation thereon and the
contour thereof) during the exercise of EFFW's rights, and obligations under this
Agreement.
(iv) To the extent 'that the City Property, or any improvement thereon existing
as of the Effiective Date,, is damaged or altered in connection with EFFW's activities
under this Agreement 1"FFW' shall restore same to a condition that is similar to or better
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than that which existed as of the Effective Date as soon as reasonably practible.
1 0`%
(v)l If tlie EF1-4V Fence is removect tor whatever reason or cause, EIA`FW shall
be responsible for all costs associated with such removal including, but not hillitcd to,
deinstallation, transportation, required reinediation, and restoration of the City Property
to a condition that is similar to or better than that which existed as of the Effective Date.
(vi ' EFFW expressly acknowledges and agrees, that the City shall have no
obligation to lilake repairs or to maintain the EFFW Fence or the EFFW Maintenance
Area. EFFW shall be solely responsible for initiating, maintaining,, and supervising all
4
safety precautions and programs in connection with construction of the EFFW Felice and
the associated use ol'the EFFW Maintenance Area.
(vii) EFFW's activities under this Agreement shall be conducted in such a
manner as to cause the least possible interference with the use of the City Property by the
City and the general public.
2. TERM. This Agreement shall begin on the Effective Date and expire one year
thereafter. This Agreement will automatically renew arinually unless it is otherwise terminated
prior to the date for renewal.
31. TERMINATION. This Agreement may be terminated at any time by either party
with written notice delivered to the other party.
4. DEFAULT,
(a) Event of Default. A party shall be in ceiault of this Agreement if any of its duties
and obligations set forth in any portion of this Agreement are not perfornied ("'Event of'
Default").
(b) Notice to lure. If the non-defaulting party determines, that an Event of Default
has occurred.7 the non defaulting party shall provide a written notice to the defaulting party that
describes, the nature of the Event of Default. The defaulting party shall have -1`61urteen (14)
calendar days from the date of receipt of this written notice to fully cure or have cured the Event
Reciprocal Maznt erian Licenses Agreement between City of or Worth
and Event Facilities Fort Worth,Inc. Page 3 of I I
of Default (or a reasonable period thereafter if a cure is commenced with the -t'ourteen (14) day
period and is diligently pursued to completion). If the defaulting party reasonably believes that it
will require additional time to cure the Event of Defat.ilt, -the defaulting party shall promptly
notify he non-
ott y t defauRing party in wri,ting during the fourteen (1 4) day period, and shall have a
reasonable period thereafter to complete the cure.
(c) Cure by Non-Default i.n,gFart . Ifan Event of Default has not been cured w1th,in
the time frame specifically allowed under Section 5(b), the non defaulting party shall have the
right to provide for the performance of the cure, and the defaulting party shall reirnburse the non-
defaulting party within thirty (30) calendar days, for all reasonable and actual expenses related to
the Cure upon written request.
5. INSURANCE
(a) City's Contractors,,. Any contractors of the City accessing the City Maintenance
Area shall maintain in effect the following insurance coverages:
(i), Commercial paeneral liability* $5,00,000.00 combined single limit per
occurrence for be injury, personal, and property damage; minimum $1,000,0100.00
ggregate (the general aggregate limit shall, apply separately to A
the City Maintenance area
or the general aggregate shall be twice the required occurrence hmit)c- and
(ii), Automobile l.iabilit ins ranee $1,000,000.00 each accident on a
combined single limit basis (but only to the extent that vehicles will. be operated in the
City Maintenance Area).
(iii) "I"he City shall, fUrnish EFL W with certificates old insurance evidencing the
coverages required by this clause. The certificates for each, insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. In addition,,
EFFW1, its officers and employees are to be endorsed as an "Additional Insured."
(b) EFFW: Any contractors of EFFW accessing the EF'F'W Maintenance Axea shall
maintain in effect the following insurance coverages:
1 Commercial Teneral liabil 1 0001.00 combined single limit per
( ) m 11111Y. $5001,
occurrence for bodily ii1jury, personal., and property damage; mi.nimuni $1,000,000.00
aggregate (the general aggregate limit shall apply separately to the EF'FW Maintenance
Area or the general aggregate shall be twice the required occurrence limit); and
(ii) Automobile liability- insurance: $1, 0, 11 each accident on a
combined single lUnit basis but only to the extent that vehicles will be operated in the
E,FFW Maintenance Area).
(iii) EFFW shall furnish the City with certificates of insurance evidencing the
coverages required, by this, clause. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf In addition,
the City, its officers, and employees, are to be endorsed as an "'Additional Insured."
Reciprocal Maintenance Licten,ses Agreement between City of Fort Worth Page 4 ofil
and Event Facilities Fort Worth,Inc,
6. RESERVATION OF RI.GI1T'SJ7-!TFW' and the City expressly reserve the right
to use and grant to! others, the right to use their own property that is the subject of this Agreement
for any purpose" provided, however,, that in granting subseq,utent authorization for use, EFFW
and City will not allow a use that will unreasonably interfere with the other party's use of the
maintenance areas as provided herein.
7. NOTICES. All written notices called for or required, by this Agreement shall be
addressed to the following, or such other party or address as either party designates in writing,7 by
certified mail, postage prepaid, or by hand delivery:
�Q
GO a EFF4
City of Fort Worth Event Facilities Fort Worthl Inc.
Attn: City Manager Attn: Mike Groomer
10100 Throckmorton 505 in Street, Suite 240, MS-21
Fort Worth r YX 76102 Fort Worth, Texas 761 102
With copies to 1-0,
the City Attorne,y and the Park and Community Services Director at the City's, same
address.
8. INDEMNIFICATION. EYFW COVENANTS AND AGREES 'TO AND DOES,
HEREBY R.EI-,jEASE, INDE MNIFY., HOLD HARMLESS AND DEFEND THE CITY ITS
OFFICERS, AGENTS, SERVANTS, REPRESEN r I'ATIVES, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL CLAIMS OR SUIT'S FOR PROPERTY DAMA
PERSONAL INJURY, OR ANY 01THER TYPE 01F LOS,S OR ADVERSE
CONSEQUENCE R-EtjATED IN ANY WAY TO EFFW9S AND�/OR ITS CONTRACTORS,
USE O�F OR ENTRANCE UPON THE PRA PERTY' OF 111E, CITY,-EXCEP r 1' THAT THE
INDEMNITY PROVIDED FOR. IN THIS PARAGRAPH SHALL NOT APPLY TO ANY
LIABILITY RESUI...TING FROM THE NEGLIGENCE OR W`ILFU1--,jL MISCONDUCT
OF THE CITY.
9, GOVERNING LAW". This Agreement shall beCO�D.Strued in accordance with and
governed by applicable laws of the State orrexas.
10. CONTRACT CONSTRUCTION. The parties, acknowledge that each party and,
if it so chooses. its counsel have reviewed and revised this Agreement, and that the normal, rule of
construction to the effect that any ambiguities are to be resolved against the drafting party must
not be employed in the "interpretation of this Agreement or any amendments or exhibits hereto.
1. 1. SUCCESSORS AND ASSIGNS. The terms and provisions of this Agreement
shall inure to the benefit. of and be binding upon EFFW and City and their respective successors
and assigns shall be covenants running with. the an
12. NO T'HIRD PARTY BENEFICIARIES. This Agreement shall inure onl
the benefit of the parties hereto, their suck essor;s and assigns. No other third person shall be
Reciprocal Nlainteriante Licenses Agreement between Cit �F'ort Worth
and Event Facilities Fort Worth, [tic. Page 5 of I I
considered a third party benefi ciary of this Agreement,. Each party hereto shall be solely
responsible for the fulfillment cif pits, own third party contracts or commitments.
13. SEVERABIL ITS. The provisions of this Agreement are severable,, and if any
word, phrase, clause,, sentence, paragraph,, section, or other part of this Agreement or the
application thereof to any person or circumstance shall ever be held by any court of competent,
jurisdiction to be invalid or unconstitutional. for any reason, the remainder of this Agreement and
the application of such word, phrase, clause, sentence, paragraph, section, or other part of this
Agreement to other persons, or circumstances shall not be affected thereby, and this Agreement
shall be construed as if such invalid, or unconstituttonal portion had ne very been contained therein.
14. VENUE. If any action., whether real or asserted, at law or in equity, arises on the
basis of any pr rision of this Agreement, venue for such action shall lie in "Farrant County,
Texas or the (Jnited States, District (".curt for the Northern :lm of Texas., Fort Worth Division,
15. GOVERNMENTAL POWERS AND LI.MI'FATIONS. By execution of this
Agreement, the City does not, waive or surrender any of its governmental powers.
16. ENTIRE CON r FRA("."T. Agreement (inClUding the attached exhibits)
contains the entire agreement between, EFFW and the City, and no oral statements or prior
written matters not specifically incorporated herein are of any force and effect. No modificati ons
are binding on either party unless set forth in a document executed by that party.
17, COUNTERPARTS. This Agreement may be executed in several counterparts,
all of which when taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Blank]
Reciprocal Maintetiarice Licenses Agreement between City off' Worth Page 6 o�f I I
and Eves-it Facilities Fort wortli, Inc.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of
the date first above written in Fort Worth .,arrant County, Texas.
EFFW: CITY:
Event Facilities Fort Worth, Inc., City of Fort Worth,,
a Texas non-pro�fit corporation a Texas municipal corporation
ell
By: By:
Mike Groomer �u)an Alanis
President & CEO Assistant City Manager
APPROVED AS TO FORM AND
LEGALITY:
Tylej,f,.,,,W'a11ach
Assistant City Attorney
ATTEST:
t
l Kayser
City Secretary
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0
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:
rIYSECRETY SEG'Reciprocal Maintenance Licenses Ag,reemen,t between City of Fort Worth s WORTHi YX
Noe 7 of I I
and Event Facilities Fort Worth,]nc, L-
ACKNOW'LED(--'T'M,ENT
STATE OF TEXAS §
COUNTY OF TAR-RANt' §
This instrument was acknowledged b�efore me on November 4, 201311 by Mike Groomer,
President and CEO o f Event Facilities Fort Wort 7,, Inc., a Texas no profit corporation on behalf
of'said corporation,
sharon Lee McClung
misODn Expire$
4ez
r. 1/101/2015 Notary Public, State of Texas
ACKNOWLEDGMENT
STATE OF TEXAS §
COUN"'I"Y' OF TARRANT §
This instrument was acknowledged before me on 20131 by
Siusian Alanis, Assistant City Manager of the City of Fort Woi-th, a Texas municipal corporation',
on behalf of the City of Fort Worth.
'C
N o�tiary Public, State of Texas,
fY 2
Reciprocal Manitenance Licenses Agreement between City of Fort Wor-th
and Event Facilities Fort Worth, Inc. flacle 8 o f I I
EXHIBIT 44A"
BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, located z
'the City o f Fort Worth, Tarrant County, Texas, and being all of a tract of land described as
'S,EC
,ND' TRACT"' in the Warranty Deed to City of Fort Wort . r�a municipal.p ll. corporation on f
Tarrant County, Texas, as recorded Volume 1.843, Page 461, of the Deed Records, of Tarrant
County, Texas and being all of a tract of land described in the 'Warranty Deed to City of Fort
Worth,, Texas, a municipal corporation as recorded in Volume 3873, Page 108 of the Deed
Records of Tarrant County, Texas
Reciprocal Maintenance Licenses Agreement L tw n City of Fort Worth
rid Event Facilities Fort +orth,,Ire Page �
EXHIBIT 44B19
I
L4FW PROPERTY DESCRIprFION
BEING a tract of land situated in -the Thomas White Survey,, Abstract 'Number 1636, located in
the City of Fort Worth, Tarrant County, I'exas., and being al] of a tract of an described, as
"TRACI' ONE" in the Special Warranty Deed to Event Facilities Fort Worth, Inc., as recorded
under County Clerk's Document Number, D20203 5150 of the Deed. R,ecords of Tarrant County,
Texas,
Reciprocal Maintenance Licenses Agreetrient between City of Fort Worth Page 10 o!f I I
and Event Facilities Fort Worth,In
EXHIBIT 44011
EXHBIT C
LOT A, BLOCK 1
TRINITY VAII..LFY INDUS-IRIAL ADDITI 011,1
VOLUME 36d--918,, PACE '2'1
P,R.T.C.T.
SET 5/8" �RON ROL)
SCALE 1"- 100" WITH CAP S FAMPED
"DUNAWAY ASSOC. LP"
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EVENT FACILITIES
"TRACT ONE"
COUNTY CLERK'S
DOCUMENI' NO�, 202035150
D,R,T.C.7
FOUND 11 RON 2-- I ROD SET 5/8" IRON ROD
,,-WITH CAP STAMPED WITH CAP STAMPED
BRITTAIN C.RAWFORD" "DUNAWAY ASSOC, Lp"'.'s
-A zZ
Ic L0
\x-
E-VENT FACILITIES FORT WOR'TH/FORT WORTI-Ii 'T
SECOND TRAC
a4 In 1�i w BOTANICAL GARDENS BOUNDARY LINE CITY OF FOR'T WORTH
---e VOLUMI 1843, PAGE 461
X
D.R,r.C.r, = 0e Res ords o f Torroo t Coc n ty, Texas
P.R.T C.77 - Plot Records of lorrannt Cotinty, Texas
NOTE. The be,-arinqs shown h reon are based upon, tilie NA08j,
7-&,vas State Plane Coordinotes. Alorth Central Zone, 4202'.
A
BOUNDARY LINE EXHIBIT
w
UhMWAY BETWEEN
5W Solboy Avenue-S�ft 4W-F-ewt Wbwth.r 76107 EVENT FACILIT11ES FORT WORTH
Tel:81 7-3.U.1121 w rcw 81 7-S3&7437 AND FORT WORTH BOTANICAL
GARDENS
CITY OF FORT WORTH
TARRANT CO LINTY. TEXAS
DATE:APRIL 18, 2012 JOB NO, 2010066-003
Reciprocal Maintenance Licenses Agreement between City ol'Fort Worth
aI d,Event Facilities Fort Worth,,Inc. Page 1 I of I