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HomeMy WebLinkAbout064444 - General - Contract - Turner Construction Company-1- LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND TURNER CONSTRUCTION COMPANY This License Agreement ("Agreement") is entered into this____________ day of _______, 2025 by and between the City of Fort Worth, Texas, a home-rule municipal corporation of the State of Texas ("City"), and the Turner Construction Company, a New York corporation ("TURNER"). WHEREAS the City owns a certain piece of property situated in the John Childress Survey, Abstract No. 250, located at the north side of Lancaster Avenue, Fort Worth, Texas, 76102 ("Property") as depicted in the attached Exhibit “A”; WHEREAS TURNER had requested, and the City agreed, on or about June 22, 2023 to grant to TURNER, the use of the Property under specific terms and conditions at the time; WHEREAS the parties would now like to formally memorialize the prior agreement between the parties that was made as reflected in the terms and conditions of this Agreement; and WHEREAS, both parties recognize that all obligations contained within this Agreement began on the Effective Date described herein which reflects the original date the parties agreed to the terms, albeit, not formally documented until execution of this Agreement. WITNESSETH: 1.Premises. City hereby grants TURNER a non-exclusive license for TURNER and its designated contractors to use the Property (as depicted in Exhibit "A") for a construction lay down site, including, but not limited to, construction staging and storage of materials and equipment, as part of the Texas A&M Law and Education Project. In addition, TURNER’s designated contractors shall be permitted to clear, grade, fence, and secure the Property against entry by others and to use the Property for fuel storage in above-ground fuel-storage tanks in strict accordance with all applicable laws, rules, regulations, and ordinances. Except for stored fuel, under no circumstances will TURNER or its designated contractors use or cause to be used on the Property any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Property. 2.Condition of the Property. TURNER and its designated contractors using the Property shall be conclusive evidence that the Property is suitable for the purposes and uses for which same are licensed. TURNER and its designated contractors waive all defects in and to the Property and in all appurtenances thereto. Further, TURNER and its designated contractors agree to use the Property and all appurtenances thereto on an "AS IS" basis, without warranty, expressed or implied on the part of City. City shall not be liable to TURNER or TURNER's contractors, agents, employees, invitees, licensees, or guests for any damage to any person or personal property due to their use of the Property or any appurtenance thereto. 3.Term. Subject to the earlier termination as hereinafter set forth, this Agreement shall be for a term ("License Term") of thirty-six (36) months, commencing on June 1, 2023 (“Effective Date”) and expiring thirty-six (36) months from the Effective Date. 4.Renewal. This Agreement may be renewed for (2) two additional (1) one-year terms upon TURNER's thirty (30) day written notice to City prior to expiration date of License Term and the City’s written consent to such renewal. -2- 5. License Fees, Public Purpose: In consideration of TURNER’s support of the Texas A&M Law and Education Project, which serves to carry out the public purpose of expanding educational options for citizens of Fort Worth, the City authorizes a waiver of license fees for use of the Property for the uses described herein. To ensure that the public purpose is being carried out, TURNER agrees to provide a quarterly project update report to the Director of the Property Management Department or designee (“City's Representative”). 6.No Services. City shall not furnish TURNER or its designated contractors with any utilities, cleaning, lighting, security, or any other items or services for the Property. All operating costs for the use of the Property shall be at TURNER's or their designated contractor's sole cost and expense. If TURNER or their designated contractor desires any utilities, cleaning, lighting, security, or any other items or services while using the Property, then TURNER or their designated contractors shall obtain permission from the City for any such items or services. 7.Alterations, Additions, Improvements, and Approval of Plans. TURNER and its designated contractors shall make no alterations, additions or improvements to the Property prior to submitting all plans, necessary permits, scopes of work, specifications, and estimates for the costs of the proposed work to the City’s Representative and receives written approval from the City. All plans for construction, alteration, additions and improvements shall conform in all material respects with architectural and engineering industry standards and conform with all federal, state, and local laws, ordinances, and rules. The City reserves the right to inspect all activity on the Property. TURNER shall provide a video of the existing condition of the Property to the City’s Representative prior to commencing any alteration, additions or improvements on the Property and, upon termination of this Agreement, will provide a video of the Property’s condition to the City’s Representative to ensure that the Property is restored in accordance with this Agreement. Upon the expiration or earlier termination of this Agreement, TURNER will return the Property to the City in a condition acceptable to the City, but no less than the Property’s condition at the commencement of this Agreement. Any additional alteration, restoration, or repair required to bring the Property to a condition acceptable to the City will be at the sole cost and expense of TURNER. Any of the City's property adjacent to the Property damaged during the course of TURNER’s use of the Property shall also be repaired or restored by TURNER and returned to its previous condition or better at TURNER's sole cost and expense. 8.Indemnity. (a) TURNER AND THEIR DESIGNATED CONTRACTOR SHALL AND DO AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS CITY, CITY'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 PROPERTY BY TURNER AND THEIR DESIGNATED CONTRACTORS, THEIR EMPLOYEES, PATRONS, AGENTS, INVITEE, LICENSEES AND ANY OTHER PARTY OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF TURNER, THEIR DESIGNATED CONTRACTORS OR ANY INVITEE, PATRON, LICENSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF TURNER OR THEIR DESIGNATED CONTRACTORS, OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF TURNER OR THEIR DESIGNATED CONTRACTORS UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF ANY INDEMNITEELIABILITIES WITH RESPECT TO WHICH -3- TURNER'S OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING 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, TURNER, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT TURNER'S EXPENSE. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF TURNER AND THEIR DESIGNATED CONTRACTORS WITH RESPECT TO THE USE AND OCCUPANCY OF THE PROPERTY, 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)TURNER SHALL INCLUDE IN ITS CONTRACT WITH THEIR DESIGNATED CONTRACTORS AN INDEMNITY PROVISION IN FAVOR OF THE CITY TO THE SAME EXTENT CONTAINED IN THIS AGREEMENT. Waiver of Liability. NO INDEMNITEE SHALL BE LIABLE IN ANY MANNER TO TURNER, THEIR DESIGNATED CONTRACTORS, THEIR AGENTS, EMPLOYEES, PATRONS, CONTRACTORS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE PROPERTY BY ANY OF THEM, FOR ANY INJURY TO OR DEATH OF PERSONS EXCEPT TO THE EXTENT CAUSED SOLELYBY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNITEE. IN NO EVENT SHALL ANY INDEMNITEE BE LIABLE IN ANY MANNER TO TURNER, THEIR DESIGNATED CONTRACTORS, THEIR AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE PROPERTY BY ANY OF THEM. ALL VEHICLES AND ALL PERSONAL PROPERTY ON THE PROPERTY, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE, SHALL BE AT THE SOLE RISK OF TURNER AND THEIR DESIGNATED CONTRACTORS AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF TURNER, THEIR DESIGNATED CONTRACTORS, THEIR EMPLOYEES, AGENTS, PATRONS, INVITEES, OR TO OTHERS, REGARDLESS OF WHETHER SUCH SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE. 9.Insurance. TURNER shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, naming the City of Fort Worth as an additional insured and covering all public risks related to the use, occupancy, maintenance, existence or location of the Property. TURNER shall obtain the following insurance coverage at the limits specified herein: * Commercial General Liability: $1,000,000 per occurrence -4- (including Products and Completed Operations); In addition, TURNER and shall be responsible for all insurance to any approved construction, improvements, modifications or renovations on or to the Property and for personal property of TURNER and their designated contractors or in TURNER's or their designated contractor's care, custody or control. Insurance requirements, including additional types and limits of coverage and increased limits on existing coverages, are subject to change at City's sole discretion, and TURNER will accordingly comply with such new requirements within thirty (30) days following notice to TURNER. TURNER SHALL INCLUDE IN ITS CONTRACT WITH THEIR DESIGNATED CONTRACTORS THE INSURANCE REQUIREMENTS TO THE SAME EXTENT CONTAINED IN THIS AGREEMENT AND NAMING THE CITY AS AN ADDITIONAL INSURED. THE CITY IN ITS SOLE DISCRETION MAY REQUIRE TURNER TO CONTRACT WITH THEIR DESIGNATED CONTRACTORS TO PROVIDE GREATER OR DIFFERENT INSURANCE THAN PROVIDED IN THIS AGREEMENT, AND TURNER AND THEIR DESIGNATED CONTRACTORS MUST COMPLY WITH SUCH REQUIREMENTS WITHIN THIRTY (30) DAYS FOLLOWING NOTICE TO TURNER. As a condition precedent to the effectiveness of this Agreement, TURNER and their designated contractors shall furnish the City with a certificate of insurance signed by the underwriter as proof that it has obtained the types and amounts of insurance coverage required herein. TURNER and their designated contractors shall not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, provide City with a new or renewal certificate of insurance. In addition, TURNER and their designated contractors shall, on demand, provide City with evidence that it has maintained such coverage in full force and effect. TURNER and their designated contractors shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to City. The policy or policies of insurance shall be endorsed to cover all of TURNER's and their designated contractor 's operations on the Property and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non-renewal or amendment, shall be made without thirty (30) days' prior written notice to City. 10.Abandoned Property. TURNER's and their designated contractor's personal property not promptly removed by TURNER or their designated contractors from the Property 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 TURNER and their designated contractors to City. Any fixtures attached to the Property become the property of the City, if not removed as required herein. 11.Assignment and Subletting. TURNER shall not assign this Agreement, or any right of TURNER under this Agreement, or sublet the Property, for consideration or no consideration, whether voluntarily, by operation of law, or otherwise, without City approval, and any attempt to do so shall be void, and any such attempt shall cause immediate termination of this Agreement. The City’s interest as Licensor under this Agreement will automatically be assigned to the Texas A&M University System (“TAMUS”) in the event the land subject to this Agreement is conveyed to TAMUS. No other provisions within this Agreement will be affected upon such Assignment beyond TAMUS becoming the Licensor under this Agreement. 12.Damage to Lot or Property of City. If, at any time during the License Term, by the acts of omissions of TURNER or their designated contractors, their employees, patrons, agents, invitees, or licensees, the Property, or any personal property therein, is damaged or destroyed, TURNER shall be obligated to pay, on demand, all costs to repair or replace such property. If TURNER or their designated contractors expose, spill or dispose of any fuel, hazardous or toxic materials or substances to or on the Property, TURNER will be responsible to have the Property thoroughly cleaned and tested to ensure the Property cleanup has been completed per the Texas Commission of Environmental Quality and the Fort Worth Environmental Department standards. -5- 13.Repairs and Maintenance. City has no obligation to make repairs of any sort to the Property. City's sole obligation hereunder being to make the Property available to TURNER in accordance with and subject to the covenants, restrictions and limitations set forth herein. TURNER and their designated contractors shall, at their sole expense, use and maintain the Property 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, TURNER and their designated contractors shall deliver the Property to the City in as good a condition as the Property was in as of commence of this Agreement, ordinary wear and tear only expected. 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 City, essential to the rights of both parties, in which event City has the right, but not the obligation, to terminate the Agreement on written notice to TURNER. 15.Default and Termination. (a)TURNER's Default. If TURNER or their designated contractors shall fail to perform or observe any of its obligations hereunder then City may terminate this Agreement by giving TURNER written notice thereof, in which event this Agreement and all interest of TURNER hereunder shall automatically terminate. Such rights of City in the case of a default by TURNER hereunder are not exclusive, but are cumulative of all other rights City 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. (b)City's Default. Should City commit a default under this Agreement (including but not limited to City's failure to make the Property available), TURNER may, as its sole remedy hereunder, terminate this Agreement, and TURNER hereby waives any and all other remedies for any such default by City. (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 Lease Management, Property Management Department 100 Fort Worth Trail, 10th Floor Fort Worth, TX 76102 To TURNER: Nick Barker, General Manager Turner Construction, 8080 Park Lane, Ste 400Dallas, Texas 75231 With copies to: City of Fort Worth Assistant City Manager over Property Management 100 Fort Worth Trail, 14th Floor Fort Worth, TX 76102 -6- And City of Fort Worth City Attorney's Office 100 Fort Worth Trail Fort Worth, Texas 76102 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, City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of TURNER involving transactions relating to this Agreement at no additional cost to the City. TURNER agrees that the City shall have access during normal working hours to all necessary TURNER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give TURNER not less than ten (10) days written notice of any intended audits. TURNER further agrees to include in all its contractor and subcontractor agreements, including its agreement with their designated contractors, a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, 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 City 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. City shall give subcontractor not less than ten (10) days written notice of any intended audits. 18.Entire Agreement. This Agreement constitutes the entire agreement between City and TURNER relating to the use of the Property and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. 19.Amendment. This Agreement may not be amended, modified, extended, or supplemented except by written instrument executed by both City and TURNER. 20.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. 21.Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22.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 Following Page) CSC No. 64444 In witness whereof, the parties hereto have caused this Agreement to be executed as the day and year first above set forth. CITY: By: Date: Va,lerie Washington (Dec 9, 2025 15:34:22 CST) Valerie Washington Assistant City Manager December 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. By:� Roger Venables Aviation System Director APPROVED AS TO FORM AND LEGALITY: By: Thomas Royce Hansen, Assistant City Attorney ATTEST: By: r1� Jannette S. Goodall City Secretary Form 1295: Not required Contract Authorization: M&C: Not required Date: NIA TURNER CONSTRUCTION COMPANY: By: Name: Nick Barker Title: General Manager -7- -8- Exhibit A -9- The Property Exhibit A cont’d -10- City Secretary’s Office Contract Routing & Transmittal Slip *Indicates the information is required and if the information is not provided, the contract will be returned to the department. Contractor’s Name: Subject of the Agreement: M&C Approved by the Council? *Yes No If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes No If so, provide the original contract number and the amendment number. Is the Contract “Permanent”? *Yes No If unsure, see back page for permanent contract listing. Is this entire contract Confidential?*Yes No If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If different from the approval date.If applicable. Is a 1295 Form required?* Yes No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number:If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes No Contracts need to be routed for CSO processing in the following order: (Approver) Jannette S. Goodall (Signer) Allison Tidwell (Form Filler)