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HomeMy WebLinkAbout065853 - General - Contract - King Street Productions Inc.CSC No. 65853 TEMPORARY LICENSE AGREEMENT FOR USE OF CITY PROPERTY This License Agreement ("Agreement") for the use of City of Fort Worth property is made and entered into by and between the City of Fort Worth, a Texas home -rule municipal corporation of the State of Texas ("Licensor") and King Street Productions Inc., a Delaware corporation ("Licensee"). Licensor and Licensee are referred to herein individually as a "Party" and collectively as the "Parties." RECITALS WHEREAS, Licensor is the owner of Tinsley Ranch Park described in the attached located on 3450 Tinsley Lane, Fort Worth, Texas 76179 ("Property"); and WHEREAS, Licensee has requested the use of a portion of the Property less than one acre as described in Exhibit "A" ("Licensed Premises"), for the purpose of installing a temporary gravel parking area as described in Exhibit "B," and for using that parking area to park Licensee's vehicles in connection with Licensee's audiovisual production currently entitled Landman (the "Project"); and WHEREAS, Licensor desires to grant, and Licensee desires to obtain, a license to use the Licensed Premises for such purpose. NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations contained herein, the Licensor and Licensee agree as follows: 1. PROPERTY LICENSED. Licensor hereby grants unto Licensee and its contractors a non- exclusive license to enter upon and use the Property depicted and as described in the attached Exhibit «A.» 2. TERM OF LICENSE. The Term of this License shall operate on a day-to-day basis, commencing on the date of its execution. This License will automatically renew each day unless terminated by either party in accordance with Section 13 (Termination) of this Agreement. 3. FEE AND PAYMENT. Licensee shall pay to Licensor a daily rate of One thousand five hundred ($1,500.00) for use of the Licensed Premises during the term of this Agreement ("License Fee"). Payment shall be made is due no later than fourteen (14) days after receipt of an accurate invoice from Licensor. 4. PROPERTY CONDITION, CONSTRUCTION, AND IMPROVEMENTS. Licensee hereby acknowledges that (a) it accepts the Property in its present condition, and (b) Licensor has made no representations to Licensee regarding the safeness thereof or suitability for any particular purposes. Licensee agrees that it will not install or construct improvements of any type on the Property, except as specified in Exhibit "B," during the Term of this Agreement. Licensee shall obtain all required permits and approvals under all applicable federal, state and local laws, ordinances, rules, and regulations prior to any installation or construction, to the extent any such permits or approvals are required. Licensor reserves the right to remove any and all improvements installed in violation of this section at any time at the sole cost of the Licensee. OFFICIAL RECORD License Agreement (Tinsley Ranch Park) CITY SECRETARY City of Fort Worth and King Street Productions, Inc. FT. WORTH, TX Page 1 of 21 5. USE OF LICENSED PREMISES. 5.1. Licensee hereby agrees to use the Licensed Premises strictly in accordance with the terms and conditions of this Agreement and solely for the purpose of installing a temporary gravel parking area as described in Exhibit "B," and for using that parking area to park Licensee's vehicles. If for any reason the Licensee is requested to vacate any area they must comply immediately or be ejected from the Property; provided, however, that nothing herein shall limit or impair Licensee's right to use and occupy the Licensed Premises as expressly permitted under this License, and Licensor shall not unreasonably interfere with or restrict such use during the Term, except as may be required for safety or legal reasons. 5.2. Prior to accessing the Property, Licensee shall notify the District Superintendent of the Park & Recreation Department, Robert Denkhaus at 817-392-7421. Access shall occur during reasonable hours and times approved by the Superintendent. 5.3. Licensee agrees that it will not obstruct any street or right-of-way through its use of the Licensed Premises. If Licensee desires to use any street or right-of-way, Licensee understands that it must comply with the City of Fort Worth street use permit process and obtain access in advance of any activities. 5.4. All vehicles and all equipment parked in, on, or around the Property shall be parked in accordance with Licensor's requirements, rules, and ordinances. 5.5. Licensee's employees and agents may enter and have access to the Licensed Premises at any reasonable time, provided such access does not unreasonably interfere with Licensor's use of the Property. The Licensor reserves the right to remove any person from Property for cause or for safety, legal, or security reasons; provided, however, that Licensor shall not unreasonably interfere with or restrict Licensee's rights to use and occupy the Licensed Premises as expressly permitted under this Agreement. 5.6. Licensee understands and agrees that the Property is public property, and as such, Licensor cannot agree to Licensee's exclusive use of the Licensed Premises. To the extent reasonably practical, Licensee shall not materially interfere with the Licensor's typical use of the Licensed Premises and/or Property during the Term of this License. 5.7. Licensee hereby acknowledges and agrees that no alcoholic beverages shall be consumed by Licensee or its agents, contractors, employees, patrons, performers or guests while in, on or about the Property. 5.8. Licensee shall not permit, nor admit a larger number of persons than can't safely or freely move about the Property, as determined in the reasonable discretion of Licensor's staff. 6. UTILITIES. Estimated utility costs, if any, are included in the daily fees. 7. MAINTENANCE, CLEANING, AND SAFETY OF PROPERTY. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 2 of 21 7.1. Licensee agrees to keep and maintain the Licensed Premises in good, clean, and sanitary condition at all times throughout the Term. Licensee covenants and agrees that it will not make or suffer any waste of or damage to the Licensed Premises. Licensee shall be responsible for all damages caused by Licensee, its agents, servants, employees, contractors, subcontractors, licensees or invitees during the Term, and Licensee agrees to fully repair or otherwise cure all such damages at Licensee's sole cost and expense. Should Licensee fail to fully repair damage to the sole satisfaction of the Licensor, Licensor may bill Licensee for any expenses incurred by Licensor to repair any such damage. 7.2. Licensee shall arrange or provide for any necessary janitorial and cleaning services so that the Licensed Premises is cleaned and restored to the condition in which the Licensed Premises was found before the beginning of the Term (reasonable wear and tear excepted). Failure to do so may result in Licensee being billed for any necessary cleaning or restoration, or, at Licensor's discretion, the immediate termination of this Agreement. 7.3. In allowing the use of the Licensed Premises by Licensee, Licensor retains and does not relinquish the right to issue and enforce such rules, regulations, and directives as it may deem necessary for the safe, orderly, and commercially sound operation of the Licensed Premises. Licensor reserves the right to remove any person from the Property. Except to the extent caused by Licensor's fraud, gross negligence, and/or willful misconduct, Licensee, on behalf of itself, its agents and employees, hereby waives any rights and all claims for damages against Licensor arising from such occurrences under this section. 7.4. Licensee shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Licensee's use of the Property. Licensee shall take all reasonable precautions to prevent damages, including to Licensee and its agents, contractors, employees, patrons, performers or guests; to others in, on, or around the Property; and to the Property itself, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utility infrastructure. 7.5. Licensee shall erect and maintain all reasonable safeguards, including the posting danger signs and other warnings against hazards, Licensee shall protect adjacent properties from any damage caused by Licensee's use of the Property 7.6. Within twenty-four (24) hours after Licensee becomes aware of the occurrence of any accident or other event which results in, or might result in, injury to any person or damage to the property of any third -party, the Licensee shall send a written report of such accident or other event to the Licensor, setting forth a full and concise statement of the facts pertaining thereto. The Licensee shall also immediately send the Licensor a copy of any summons, subpoena, notice, or other documents served upon the Licensee in connection with Licensee's use of the Property. 7.7. Nothing herein shall make Licensor liable for, or a guarantor of, safety of any persons or property of Licensee on the Property. Licensee acknowledges that Licensee is not relying on the Licensor to provide security services and that Licensor has made no representations with License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 3 of 21 respect thereto. Licensee shall employ, at Licensee's sole cost, the specific number off -duty peace officers determined by Licensor to effectuate public safety. 8. ENVIRONMENTAL RESTRICTIONS AND LIABILITY. No materials or substances may be stored, used, transported, or disposed of on or near the Property, whether such substance or materials be in solid, liquid, or gaseous form which are regulated under the following laws as they exist or are amended or reauthorized and their implementing regulations: Resource Conservation and Recovery Act (RCRA; 42 U.S.C. §6901 et seq.), the Superfund Act (CERCLA; 42 USC Ch. 103 et seq.), the Toxic Substances Control Act (TSCA; 15 U.S.C. §2601 et seq.), the Federal Insecticide, Fungicide, or Rodenticide Act (FIFRA; 7 U.S.C. § 136 et seq.), the Atomic Energy Act (42 U.S.C. § 2011 et seq.), the Texas Solid Waste Disposal Act (Texas Health and Safety Code, Ch. 361). No ignitable, reactive, or corrosive waste, medical waste, or petroleum products maybe stored, used, transported upon, or disposed of on or near the Property, except for fuels, lubricants, and other materials which are part of operational automobiles or construction equipment. LICENSEE, AT ITS SOLE COST AND EXPENSE, A GREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF OR ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE, OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS CAUSED BY LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 9. INSURANCE. 9.1. Licensee shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the Licensor: 9.1.1. Commercial General Liability a) Combined limit of not less than $10,000,000 per occurrence; $30,000,000 aggregate; or b) Defense costs shall be outside the limits of liability. 9.1.2. Automobile Liability Insurance covering any vehicle used in providing services related to the use of Property under this License, including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 9.1.3. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 9.1.4. Any other insurance as reasonably requested by City. 9.2. General Insurance Requirements: 9.2.1. All applicable policies shall name the "City of Fort Worth" as an additional insured thereon, as its interests may appear. The term "City of Fort Worth" shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 4 of 21 9.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 9.2.3. A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the Licensor. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 9.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Licensor's Risk Management. If the rating is below that required, written approval of Licensor's Risk Management is required. 9.2.5. Any failure on the part of Licensor to request required insurance documentation shall not constitute a waiver of the insurance requirement. 9.2.6. Certificates of Insurance evidencing that the Licensee has obtained all required insurance shall be delivered to and approved by the Licensor's Risk Management prior to execution of this License 9.2.7. Any deductible will be the sole responsibility of the Licensee and may not exceed $50,000 without the written approval of the Licensor. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this License. Coverage shall be maintained for the duration of the contractual agreement and for one (1) year following completion of this License. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the Licensor to evidence coverage. 9.2.8. Licensor may terminate this License immediately upon the failure of the Licensee to provide acceptable documentation of insurance as required by this License. 10. RIGHTS OF LICENSOR. 10.1. Licensor hereby reserves the right to take any action it considers necessary, including immediate termination of this License, to prevent Licensee from performing any action which, in the opinion of Licensor, would materially limit the usefulness of the Property or materially interfere with any third -party's use of the Property. 10.2. Licensor retains the right to cause the interruption of any use of the Property in the interest of public safety, and to immediately terminate of this License when, in the sole judgment of Licensor, termination is necessary in the interests of public safety. 10.3. At all times during the Term of this License, Licensor shall have the right, through its agents and representatives, to enter into and upon the Property for the purpose of examining and inspecting the same to determine Licensee's compliance with all the terms of this License, License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 5 of 21 provided that Licensor shall use good faith efforts to not unreasonably interfere with or prevent the use by Licensee of the Property as set forth herein. 11. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Licensee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Licensor. Licensee shall have the exclusive right to control the details of its operations and activities on the Property and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between Licensor and Licensee, its officers, agents, employees, contractors and subcontractors. Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Licensor and Licensee. 12. INDEMNIFICATION AND ASSUMPTION OF RISK. 12.1. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR OPERATIONS ON THE PROPERTY DURING THE TERM. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, DURING THE TERM OF THE LICENSE, LICENSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS, AND DEFEND LICENSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH LICENCEE'S USE OR OCCUPANCY OF THE PROPERTY. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR FOR ANY AND ALL INJURIES OR DAMAGES TO THE PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITH LICENCEE'S USE OF THE PROPERTY. 12.2. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, LICENSEE, IN USING THE PROPERTY AND ANY EQUIPMENT THEREON, WHETHER SUCH EQUIPMENT IS SPECIFICALLY DESCRIBED OR NOT, DOES SO AT ITS OWN RISK. LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES TO PROPERTY OR DAMAGES ARISING FROM PERSONAL INJURIES SUSTAINED BY LICENSEE OR ANY OF License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 6 of 21 ITS AGENTS, CONTRACTORS, EMPLOYEES, PATRONS, LICENSEES, INVITEES, PERFORMERS OR GUESTS, IN, ON, OR ABOUT THE PROPERTY. LICENSEE ASSUMES FULL RESPONSIBILITY FOR ANY PROPERTY DAMAGE OR INJURY WHICH MAY OCCUR TO LICENSEE, ITS AGENTS, CONTRACTORS, EMPLOYEES, PATRONS, LICENSEES, INVITEES, PERFORMERS OR GUESTS IN, ON OR ABOUT THE PROPERTY ARISING OUT OF OR RELATED TO LICENSEE'S USE OF THE PROPERTY. 12.3. Licensee acknowledges that Licensor lacks legal authority to grant permission for the use of the names or likenesses of individuals who might appear in the Licensee's production. Licensee shall be solely and exclusively responsible and liable with respect to obtaining any filming and photography releases required with respect to persons and third -party property located on, in, or around the Property. At a minimum, Licensee shall provide and post signage in the immediate vicinity of the Property notifying members of the public that photographing or videotaping is being conducted. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, LICENSEE AGREES TO RELEASE, INDEMNIFY, AND HOLD HARMLESS THE LICENSOR FROM AND AGAINST ANY THIRD -PARTY CLAIM RELATING TO THE UNAUTHORIZED USE, FILMING, TAPING, RECORDING, OR PHOTOGRAPHING OF ANY INDIVIDUAL OR THIRD -PARTY PROPERTY. 12.4. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, 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, REASONABLE OUTSIDE ATTORNEY'S FEES, TO WHICH LICENSOR MAY BE SUBJECTED ARISING OUT OF OR RELATED TO LICENSEE'S USE OF ANY THIRD -PARTY INTELLECTUAL PROPERTY BY REASON OF AN ALLEGED OR ACTUAL INTELLECTUAL PROPERTY VIOLATION. LICENSOR EXPRESSLY ASSUMES NO OBLIGATION TO REVIEW OR OBTAIN APPROPRIATE LICENSING, AND ALL SUCH LICENSING SHALL BE THE EXCLUSIVE OBLIGATION OF LICENSEE. 13. TERMINATION. 13.1. Convenience. Either Party may terminate Agreement at any time and for any reason by providing the other Party with five (5) days' written notice of termination. 13.2. Failure to Pay License Fee; Breach. Licensor may terminate this Agreement immediately if the License Fee is not paid in accordance with the terms herein or if Licensee breaches any portion of this Agreement and fails to cure such breach within a reasonable period of receiving notice from Licensor. 13.3. Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Licensee shall remove all installations and restore the Licensed Premises back to a License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 7 of 21 condition acceptable to the Licensor. Licensee shall be responsible for the License Fee until restoration is complete. 13.4. Survival. In the event of termination, the Parties' duties and obligations pursuant to Section 8 (Environmental Restrictions and Liability), Section 12 (Indemnification and Assumption of Risk), Section 13 (Termination), and Section 25 (Right to Audit) shall survive the termination of this Agreement. 14. NOTICES. Notices required pursuant to the provisions of this License shall be conclusively determined to have been delivered when (i) hand -delivered to the other party, its agents, employees, servants or representatives, or (ii) sent via certified mail and deposited in the United States Mail, postage prepaid, addressed as follows: To LICENSOR: City of Fort Worth Park & Recreation Department Attn: Robert Denkhaus, District Superintendent 100 Fort Worth Trail Fort Worth, Texas 76102 With a copy to: City of Fort Worth City Attorney's Office 100 Fort Worth Trail Fort Worth, Texas 76102 To LICENSEE: King Street Productions, Inc. 405 Jim Wright Blvd. Fort Worth, Texas 76108 15. LIENS BY LICENSEE. Licensee acknowledges that it has no authority to engage in any act or to make any contract, which may create or be the foundation for any lien upon the Property or interest in the Property of Licensor. If any such purported lien is created or filed, Licensee, at its sole cost and expense, shall liquidate and discharge the same within ninety (90) days of such creation or filing. Licensee's financial obligation to Licensor to liquidate and discharge such lien shall continue in effect following termination of this License and until such a time as the lien is discharged. 16. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Licensee covenants and agrees that it shall not engage in any unlawful use of the Property. Licensee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees, or invitees to engage in any unlawful use of the Property, and Licensee immediately shall remove from the Property any person engaging in such unlawful activities. Unlawful use of the Property License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 8 of 21 by Licensee itself and failure to cure such unlawful use in a reasonable time and manner shall constitute a breach upon which this License shall immediately terminate. Licensee agrees to comply with all federal, state, and local law, all ordinances, rules and regulations, including those of Licensor. If Licensor notifies Licensee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Licensee shall immediately desist from and correct the violation. 17. NON-DISCRIMINATION COVENANT. Licensee, for itself, its personal representatives, successors -in -interest and assigns, as part of the consideration herein, agrees that no persons shall be excluded from participation in or denied the benefits of Licensee's use of the Property on the basis of race, color, national origin, religion, handicap, sex, sexual orientation, familial status, gender identity, gender expression, or transgender. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY LICENSEE, ITS PERSONAL REPRESENTATIVES, SUCCESSORS -IN -INTEREST OR ASSIGNS, LICENSEE AGREES TO INDEMNIFY LICENSOR AND HOLD LICENSOR HARMLESS. 18. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this License, Licensor does not waive or surrender any of its governmental powers. 19. NO WAIVER. The failure of Licensor to insist upon the performance of any term or provision of this License or to exercise any right granted herein shall not constitute a waiver of Licensor's right to insist upon appropriate performance or to assert any such right on any future occasion. 20. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this License or of Licensee's use of the Property, 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. This License shall be construed in accordance with the laws of the State of Texas. 21. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this License and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Licensor and Licensee agree that each party shall be responsible for its own attorneys' fees. 22. SEVERABILITY. If any provision of this License shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 23. HEADINGS NOT CONTROLLING. Headings and titles used in this License are for reference purposes only and shall not be deemed a part of this License. 24. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Licensor and Licensee, its assigns, and successors in interest, as to the matters contained herein. Any License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 9 of 21 prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this License. 25. RIGHT TO AUDIT. Licensee agrees that Licensor shall, until the expiration of three (3) years after final payment under this License, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Licensee involving transactions relating to this License at no additional cost to the Licensor. Licensee agrees that the Licensor shall have access during normal working hours to all necessary Licensee facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Licensor shall give Licensee not less than ten (10) days written notice of any intended audits. Licensee agrees to include in all its subcontractor agreements a provision to the same effect as Section 26 to the benefit of Licensor. 26. ASSIGNMENT. Licensee shall not assign any of its duties, obligations or rights under this License without the prior written consent of the Licensor. If the Licensor grants consent to an assignment, the assignee shall execute a written agreement with the Licensor and the Licensee under which the assignee agrees to be bound by the duties and obligations of Licensee under this License. The Licensee and Assignee shall be jointly liable for all obligations under this License prior to the assignment. 27. AMENDMENTS. No amendment of this License shall be binding upon a party hereto unless such amendment is set forth in a written instrument and duly executed by an authorized representative of each party. 28. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed this License and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this License or exhibits hereto. 29. OWNERSHIP OF PRODUCTION; PHOTOGRAPHY. If Licensee's use of the Property is for the production of photography (including without limitation by means of motion picture, still or videotape photography), all rights of every nature whatsoever in and to all still pictures, motion pictures, videotapes, photographs and sound recordings ("Recordings) made hereunder, shall be owned by Licensee and its successors, assigns and licensees. In connection with Licensee's use of the Property and the production of photography, Licensee may refer to the Property, or any part thereof, by any fictitious name and may attribute any fictitious events as occurring on the Property. Licensor irrevocably grants to Licensee and Licensee's successors and assigns the right, in perpetuity to duplicate and recreate all or a portion of the Property and to use such duplicates and recreations in any media and/or manner now known or hereafter devised in connection with the Licensee's use, including without limitation sequels and remakes, merchandising, theme parks and studio tours, and in connection with publicity, promotion and/or advertising for any or all of the foregoing; provided, however, the Property shall not be used for the production of any movie or scene that would be considered to be obscene pursuant to state and federal laws or in a manner that would portray the Licensor in a negative light, as determined in Licensor's sole and reasonable discretion. This provision shall survive termination of this License. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 10 of 21 30. COPYRIGHT AND IMAGE PROTECTION. Licensee, its designees, and assignees, may not use Licensor's name or any marks or copyrights of Licensor, nor authorize such use, on any internet website or on any other online site, except as specifically approved by Licensor in writing. Licensee, its designees, and assignees, shall not have the right or license to manufacture or cause the production of merchandise items bearing any of Licensor's marks or copyrights. 31. WAIVER OF INJUNCTIVE RELIEF. Licensor hereby acknowledges and agrees that, Licensor, or any third party acting on behalf of or with the authorization of Licensor, shall not be entitled to equitable or injunctive relief in connection with the use and/or exploitation (including, advertising, marketing and/or exhibition) of the Recordings, the Production, and/or any allied, subsidiary, incidental or derivative rights thereto. Notwithstanding the foregoing, Licensee hereby acknowledges and agrees that the Licensor may also seek injunctive relief during the Term with respect to the Licensee's right to access the Property, subject to Licensor providing the Licensee with (a) notice of any alleged breach, and (b) a reasonable opportunity to cure such breach. 32. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective Party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Licensee. Each Party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto [Signatures on the Following Page] License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 11 of 21 LICENSOR: � i )&K41 8 yfi 3k eTf 22026 By: Dana Burghdoff (Sep 154:27 Name: Dana Burghdoff Title: Assistant City Manager 09/24/2026 Date: LICENSEE: h14A,4 (A44 By: mark weatherford (Sep 24, 2026 13: : 7 CDT) Name: Mark Weatherford Title: Location Manager Email: markwbdcngmail.com Date: 09/24/2026 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Name: Title: By: Name: Title: Teresa 7hcnizson Teresa Thomason (Sep 24, 2026 14:44:36 CDT) Teresa Thomason Deputy Director Joel McElhany Assistant Director Approved as to Form and Legality: BImf1 Y•: Name: Hye Won Kim Title: Assistant City Attorney Contract Authorization: M&C: N/A Form 1295: N/A License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. 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: Name: Title: Robert Denkhaus District Superintendent City Secretary: By: Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 12 of 21 EXHIBIT "A" Licensed Premises Being a Portion of Tract 1A, out of the MEP & P RR CO Survey #2121, City of Fort Worth, Tarrant County, Texas Licensed Premises will be a 100 -foot by 400 -foot area as depicted in the aerial view below. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 13 of 21 EXHIBIT "B" Installation Gravel Pad Size: 100' x 400' Finished Compacted Road Base Depth: 4 inches 1. Site Preparation The designated area will be cleared of loose debris, vegetation, and unsuitable surface material as necessary. The existing ground will be graded to establish a uniform and stable subgrade prior to placement of the aggregate base. 2. Gravel Specifications A 4 -inch compacted layer of road base aggregate will be installed throughout the designated area. Material will be placed and spread evenly in a controlled manner. The aggregate will be compacted using appropriate heavy compaction equipment to provide a firm and stable driving surface. 3/4 - lin Road Base. 3. Grading / Earthwork The site will be graded as necessary to achieve the required elevations and provide positive drainage. Minor cutting, filling, and redistribution of existing soil will be performed as required to prepare the subgrade. The road base will then be fine -graded prior to fmal compaction. 4. Restoration / Removal Upon completion of the project or when removal is required, Licensee shall repair and restore (1) the Licensed Premises; and (2) any Property that the Company damages, to the same condition or better condition than the Licensed Premises or Property was in immediately prior to the execution of this Agreement as determined by the City. All such restoration must be conducted in accordance with the standards in Exhibit "B-1," which is incorporated herein by reference. If Licensee fails to complete all repairs and restoration to the Licensed Premises and any Property damaged by the Licensee prior to the expiration of the Term, City may, in its discretion, perform all such repairs and restoration; Licensee shall reimburse the City for the costs of such repairs and restoration, and such reimbursement will be due immediately upon written request of the City. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 14 of 21 EXHIBIT "B-1" Restoration Standards SECTION 32 92 13 SODDING Part 1 - GENERAL 1.1 SUMMARY A. Section Includes: 1. Furnishing and installing grass sod as shown on Drawings, or as directed. B. Deviations from this City of Fort Worth Standard Specification 1. None. C. Related Specification Sections include, but are not necessarily limited to: 1. Division 0- Bidding Requirements, Contract Forms, and Conditions of the Contract 2. Division 1 - General Requirements 3. Section 31 10 00 - Site Clearing 4. Section 32 91 19 — Topsoil Placement and Finishing of Parkways 5. Section 32 84 23 - Irrigation 1.2 price and payment procedures A. Measurement and Payment 1. Sod Placement a. Measurement 1) Measurement for this Item shall be by the square yard of Sod complete in place for uniform vegetative coverage. b. Payment 1) The work performed and materials furnished in accordance with this Item and measured as provided under "Measurement" will be paid for at the unit price bid per square yard of Sod placed. c. The price bid shall include: 1) Surface preparation, scarifying subgrade, cleaning, and fine grading as described in section 3.3 Preparation 2) Furnishing and placing all sod (until established complete in place with no gaps or overlaps) 3) Rolling and tamping 4) Watering (until established) 5) Fertilizer, if required by City to be determined by soil test 6) Disposal of surplus materials off site or as directed by City 7) Weed removal (until established) 8) Mowing of two cycles, beginning at thirty (30) days from installation or when blade height is 4" or greater, whichever comes first 9) Mowing cycles shall be spaced a minimum of ten (10) days apart (until established) License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 15 of 21 d. Exceptions to c. include the following for areas to be turned over to adjacent properties for maintenance: 1) Sod shall be watered until turned over to adjacent property owner for maintenance 2) Fertilization will not be required 3) Mowing not required for projects in areas where maintenance will be immediately turned over to adjacent property owners 2. Mowing a. Measurement 1) Measurement for this Item shall be per each for the project, beyond the two (2) mow cycles included in sodding price, as approved and directed by the City b. Payment 1) The work performed and materials furnished in accordance with this Item and measured as provided under "Measurement" will be paid for at the unit price bid per each. 1.3 References [not used] 1.4 administrative requirements [not used] 1.5 Action submittals [NOT USED] 1.6 informational submittals A. Certifications, Samples and Documentation 1. Certificates and/or labels and samples of sod, fertilizer, compost, soil amendments and/or other materials, including a certificate from the vendor indicating sod is free from weeds. 2. Delivery receipts and copies of invoices for materials used for this work shall be subject to verification by the City B. Exceptions 1. Certifications, samples and associated documentation will not be required for sod to be turned over to adjacent property owner for maintenance 1.7 closeout submittals [not used] 1.8 maintenance material submittaLs [not used] 1.9 quality assurance A. Developer/contractor who plants material is responsible for the supervision of crew, the site, and the maintenance of the material until the project is accepted by the City 1.10 delivery, storage, and handling A. Sod 1. Protect from exposure to wind, sun and freezing. 2. Keep stacked sod moist, consistently throughout stack. 3. Sod upon delivery may be inspected by City 4. Harvesting and planting operations shall be coordinated with not more than seventy-two (72) hours elapsing between harvesting and placement, rolling, tamping, and watering of sod. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 16 of 21 B. Fertilizer, as determined by soil testing report provided to Contractor, if specifically required by City for the project. 1. Provide unopened bags labeled with the manufacturer's guaranteed fertilizer analysis. 2. Conform to Texas fertilizer law, Texas Agriculture Code Chapter 63. 3. Provide to City application rate for which fertilizer will be applied. 1.11 field [site] conditions A. Grading of site and installation of topsoil must be approved by City prior to application of sod. 1.12 warranty A. Warranty Period: Until project acceptance or through required maintenance period, whichever is longer duration of time. B. Warrant sod against defects in product, installation and workmanship. Exceptions include a. When maintenance is transferred to the adjacent property owner during the project or after project acceptance b. Vandalism caused by persons other than contractor or subcontractors of this project c. Improper watering by persons other than contractor or subcontractors of this project d. Damage caused by vehicles or equipment other than contractor or subcontractors of this project. e. Sod that goes dormant after job acceptance Part2- - PRODUCTS 2.1 OWNER -FURNISHED PRODUCTS [NOT USED] 2.2 MATERIALS AND EQUIPMENT A. Materials 1. Sod a. Sod Varieties (match existing if applicable) 1) "Cynodon dactylon TIF419" (Bermudagrass hybrid) 2) or an approved St. Augustine grass 3) or an approved Zoysia grass b. Sod must contain stolons, leaf blades, rhizomes and roots as appropriate to species. c. Sod shall be alive, healthy and free of insects, disease, stones, undesirable foreign materials and weeds and grasses deleterious to its growth or which might affect its subsistence or hardiness when transplanted. 1) Johnsongrass not allowed 2) Nutgrass not allowed 3) Millet not allowed d. Sod shall have been produced on growing beds of clay or clay loam topsoil. e. Sod must not be harvested or planted when its moisture condition is so excessively wet or dry that its survival will be affected. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 17 of 21 2. Minimum sod thickness: 1/2 -inch minimum a. Maximum grass height: 2 -inches b. Dimensions 1) Machine cut to uniform soil thickness. 2) Sod is to be cut in strips 16 -inches wide and 24 -inches long or approved equal. 3) Sod shall be of equal width and of a size that permits the sod to be lifted, handled and rolled without breaking. c. Broken or torn sod or sod with uneven ends shall be rejected. d. Temporary Erosion Control or Over Seed of dormant sod— consist of the sowing of cool season plant seed. Seed must be included between November 1 through March 1 or as directed by the City. Common Name Botanical Name Lbs./Acre Lbs./Acre broadcas drilled t method seed method Elbon Rye Secale cereale 100-120 80-100 3. Fertilizer to be installed only as directed by City or as indicated in construction documents a. Determined by soil testing report b. Acceptable condition for distribution per manufacturer's instructions c. Applied uniformly over sod area. Do not fertilize inside the dripline of trees, or Tree Protection Area. 4. Topsoil: See Section 32 91 19. 5. Water: clean and free of industrial wastes or other substances harmful to the germination of seed or to the growth of the vegetation. 2.3 Accessories A. SOD PINS 1. Metal 2. Wood pegs 2.4 source quality control [not used] Part 3 - EXECUTION 3.1 INSTALLERS [NOT USED] 3.2 EXAMINATION A. City may examine site grading to ensure it conforms to approved drawings, prior to installing sod. 1. City will notify Contractor if grading is to be inspected prior to sod installation. 2. If required for specific project, Contractor must coordinate inspection seventy- two (72) hours prior to cutting of sod and delivery B. Sod may be inspected by City upon delivery. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 18 of 21 3.3 PREPARATION A. Surface Preparation: clear surface of all material including the following and dispose of off -site or as directed by City: 1. Stumps, stones, and other objects larger than 1 -inch. 2. Roots, brush, wire, stakes, etc. 3. Any objects that may interfere with sodding or maintenance. B. Scarify Subgrade 1. Scarify subgrade to a depth of 2 -inches before depositing the required topsoil. 2. Compacted or heavily vegetated areas may be tilled 3 -inches deep with City approval a. For tilled areas, use a heavy-duty disc or a chisel -type breaking plow, chisels set not more than 10 -inches apart. b. Initial tillage shall be done in a crossing pattern for double coverage, then followed by a disc harrow. Depth of tillage may be up to 3 -inches. c. Areas sloped greater than 3:1: run a tractor parallel to slope to provide less seed/water run-off 3. Areas near trees: Do not till within dripline of tree. Do not disturb the Tree Protection Area, or canopy dripline. C. Cleaning 1. Soil shall be further prepared by the removal of debris, building materials, rubbish, and rock 1 -inch and greater, and weeds. 2. Remove and dispose of debris off -site. D. Fine Grading: 1. After scarifying or tilling and cleaning, all areas to be sodded shall have 3 - inches of topsoil placed, be leveled, fine graded by use of weighted spike and harrow, or float drag, or hand grading to eliminate ruts, depressions, humps, and objectionable soil clods. This shall be the final soil preparation step to be completed prior to inspection before sodding. 2. Areas near trees: Do not disturb the Tree Protection Area, or canopy dripline 3.4 INSTALLATION A. General 1. Do not lay sod when ground is frozen. 2. Over -seeding with Elbon Rye shall be included from November 1 until March 1. Refer to Section 32 92 14 "Seeding" for seed rates. B. Installation 1. Plant sod specified after the area has been inspected and accepted by City for planting 2. Scarify 2 -inches of subgrade and place a minimum of 3 -inches of topsoil per Section 32 91 19 on areas to receive sod. 3. Sod to be laid parallel to the contours in areas as specified. Sod to be laid perpendicular to slopes greater than or equal to 4:1. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 19 of 21 4. Use care to retain native soil on the roots of the sod during the process of excavating, hauling and planting. 5. Keep sod material moist from the time it is dug until planted. Dry sod shall be rejected. 6. Fill in slumped areas due to watering to keep sod moist. 7. Place sod so that the entire area designated for sodding is covered with no gaps or overlapping material 8. Fill voids left in the solid sodding with additional sod and tamp. 9. Stagger joints and seams. 10. Roll and tamp sod so that sod is in complete contact with topsoil at a uniform slope. a. Use pedestrian mechanical process (no motorized vehicles / equipment). b. Low spots, or settlement greater than 1 -inch, that may cause tripping hazard shall be leveled c. Finished grade of sod shall be maximum 1 -inch below adjacent edges including curbs, drives, and walkways. 11. Peg sod with wooden pegs (or wire staple) driven through the sod block to the firm earth in areas that may slide due to the height or slope of the surface or nature of the soil. C. Watering and Finishing 1. Water sod to a minimum depth of 4 -inches immediately after placed and tamped and rolled. 2. Generally, as recommended by the vendor 3. Water source shall be clean and free of industrial waste or other substances harmful to the germination of the seed or growth of the vegetation. 4. Water until 100 percent green and established as defined in 3.13. Dormant sod must be over -seeded as directed in 2.2 A.2.d. 3.5 repair/restoration [NOT USED] 3.6 re -installation [not used] 3.7 field quality control [not used] 3.8 system startup [not used] 3.9 adjusting [not used] 3.10 cleaning [not used] 3.11 closeout activities 3.12 protection [not used] 3.13 MAINTENANCE A. Sodding 1. Water and mow sod until completion and final acceptance of the Project or as directed by the City. 2. Trim and maintain along edges including curbs, drives, and walkways with maximum 1 -inch surface elevation change. License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 20 of 21 3. Sod shall be rooted to scarified soil with continuous surface coverage with no gaps or overlapping edges. 4. Includes protection, replanting, and maintaining grades with no settlement over 1 -inch, and immediate repair of erosion damage until the project receives final acceptance. 5. Sod shall not be considered finally accepted until the sod has started to peg down (roots growing into the soil) and is free from dead blocks of sod. B. Acceptance Sod shall be accepted once fully established. a. Sodded area must have 100 percent ground coverage and a blade height of 3 - inches with 2 mow cycles, minimum ten (10) days apart, performed by the Contractor prior to consideration of acceptance by the City. b. Grass shall be actively growing and free of disease and pests. c. Ground surface to be smooth and free of foreign material and rock or clods 1 - inch diameter and greater. C. Replanting 1. Replant areas with dead blocks of sod (50 percent of individual block or greater). D. Rejection City may reject sod area based on the following items prior to final acceptance: a. Weed populations b. Poor installation including but not limited to gaps and/or overlapping sod c. Disease and/or pests d. Insufficient or over watering e. Poor or improper maintenance f. Soil settlement in excess of 1 -inch. 3.14 ATTACHMENTS [NOT USED] License Agreement (Tinsley Ranch Park) City of Fort Worth and King Street Productions, Inc. Page 21 of 21 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: King Street Productions Inc. Subject of the Agreement: License Agreement with King Street Productions Inc. for the use of a portion of Tinsley Ranch Park for parking vehicles. M&C Approved by the Council? * Yes ❑ No II If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: upon written notice of termination 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 0 No 0 Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.