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HomeMy WebLinkAboutContract 45538 CITY SECRETARY CONTRACT NO. CONTRACTOR'S TEMPORARY RIGHT OF ENTRY AGREEMENT THIS TEMPORARY RIGHT OF ENTRY AGREEMENT ("Agreement"), dated Av c A 5 2014 (the "Effective Date" 1 is made by and between the City of Fort Worth (hereinafter "City"), a home-rule municipal corporation organized under the laws,of the State of Texas,, acting by and through 'its duly authorized Assistant City Manager, and URS Corporation, a Nevada for profit corporation (hereinafter "Contractor"), in accordance with, and as provided for in that one certain Air,Monitoring Site License Agreement, recorded with the City Secretary as City Secretary Contract Number 44506, effective on May 22, 2013 between the City and the Texas Commission on Environmental Quality ("TCEQ"), a State of Texas agency,, a true and comp,lete copy of which has been provided to, Contractor by the City and which, 'is incorporated herein by reference as 'if set out at length (the "License") with respect to an Air Quality Monitoring Station to be installed, operated, and maintained on a Rolling Hills Park located at 2525 Joe B. Rushing Road, Fort Worth,, Texas 76119. Capital ized terms used, but not defined herein, shall have the 'meanings given such terms in the License. Contractor acknowledges that it has carefully read the License and is familiar with all of the terms and conditions contained therein applicable to Contractor and 'Its work with respect to this project. Subject to the provisions hereof and the License, the City hereby grants to Contractor a temporary right of entry onto the Licensed Premises fro�m the Effective Date through May 21, 2016, solely for the purpose of' constructing, installing,,maintaining, or operating the System., I. For purposes of this Agreement, all references to Contractor shall include its contractors,, subcontractors,, officers, agents and employees,and others acting under its or their authority. 2. Contractor shall comply with all of the applicable terms, conditions and requirements set forth in the License, and to,discharge each of TCEQ's obligations under the License with respect, and to the extent applicable,to such work. 4 3. Contractor hereby agrees, in the conduct of its operations hereunder, to ablide by and comply with all Laws, and to file all reports or statements required in connection with the conduct of its business. CONTRACTOR SHALL AND DOES HEREBY INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY AND ALL LOSS, COST OR EXPENSE WHATSOEVER, INCURRED BY REASON OF ANY VIOLATION OF SUCH RULES AND REGULATIONS BY CONTRACTOR. 4. (A) CONTRACTOR COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND,AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS,, DAMAGES, LIABILITIES�, AND/OR SUITS OF ANY' KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO�, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO,, WORKERSf COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER,, WHETHER REAL OR ASSERTED, ARISING OUT' OF' OR RESULTING FROM THE ACTS, ERRORS, OR OMMISSIONS OF CONTRACTOR AND/OR CONTRACTOR'S SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR rn NONPERFORMANCE OF THIS AGREEMENT. **Ono* 0< (B) Contractor agrees to be responsible for and promptly reimburse the City for any and all proven damages, rn C,4 ,,, losses or,liabilities. :r71 "MCI HEREBY ACKNOWLEDGES, AND AGREES T14AT IT HAS READ THIS .=15 (C) CONTRACTOR Zsz AGREEMENT IN ITS ENTIRETY, THATITIS FULLY INFORMED AND HAS FULL NDTXE,�,�AND­KR EDGE OF ALL TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT,, THAT I HA UNITY TO CONSULT OR HAS BEEN REPRESENTED, BY LEGAL COUNSEL OF I G THE EXECUTION OF THIS AGREEMENT, AND THAT IT RECOGNIZES THAT CER APrW,5,M, 1 F THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE TERMS OF' P Tl$ES LT IN CONTRACTOR GROUP, ASSUMING CERTAIN LIABILITIES TO THE FULLEST X T D Y LAW 11�, 6 WIN WITH RESPECT TO CERTAIN WORK OR SERVICES AND RELIEVING CITY F—ITS-TCE'I Spong ILITY FOR SUCH LIABILITY. CONTRACTOR AGREES THAT IT WILL NOT' CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY INDEMNITY OR EXCULPATORY PROVISION OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ON THE BASIS THAT CONTRACTOR HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION WAS NOT "CONSPICUOUS". IN THE EVENT THAT ALL OR ANY PORTION OF THIS PARAGRAPH 4 SHALL BE DEEMED TO BE, UNENFORCEABLE FOR ANY REASON, INCLUDING WITHOUT LIMITATION AS A RESULT OF A DECISION OF ANY APPLICABLE COURT, LEGISLATIVE ENACTMENT OR REGULATORY ORDERI THE PARTIES AGREE THAT THIS PARAGRAPH 4 SHALL BE REFORMED TO MAKE IT ENFORCEABLE AND TO REFLECT THE INTENT OF THE PARTIES, WHICH IS THAT CONTRACTOR SHALL INDEMNIFY AND 14OLD HARMLESS CITY TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW. 5. PERSONAL PROPERTY WAIVER — ALL PERSONAL PROPERTY,, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE LICENSED PREMISES OR THE, PARK WILL, BE AT THE RISK OF CONTRACTOR ONLY,AND CITY SHALL NOT BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF. 6. Insurance - Contractor shall, at 'Its sole cost and expense, abide by the insurance requirements set forth in the License. 7. Contractorl at 'Its own expense,shall adequately pollice and supervise all work to be performed. 8. Safety of personnel, property, and the public is of paramount importance in the prosecution of'the work performed 0 ON by Contractor and any subcontractor. Contractor shall be responsible for initiating, maintaining and supervising all safety, operations and programs in connection with the work, Contractor and any subcontractoIr shall at a minimum comply with any City safety standards. Without limitation of this provision Contractor and any subcontractor will keep the job site free from safety and health hazards and require its contractors to ensure thatits employees,are competent and adequately trained in all safety and health aspects of the job. 9. Contractor shall require its employees and any subcontractor to have proper first aid supplies available on the job, site so that prompt first aid services may be provided to any person injured on the Job site. Contractor shall have a non- delegable duty to control 'its employees while they are on the job site or any other property of City, and to be certain they do! not use, are under the influence of, or have "in their possession any alcoholic beverage, drug or other substance that may inhibit the safe performance of any work. 10. If and when requested by City, Contractor shall deliver to City a copy of its safety plan for conducting,the work(the "Safety Plan"). City shall have the right, but not the obligation, to require Contractor to correct any deficiencies in the Safety Plan. The terms, of this Agreement sball control 'if there are any inconsistencies between this Agreement and the Safety Plan. H. Contractor shall conduct 'its operations and activities hereunder, and construct and install the System 'in compliance w ith all applicable laws, ordinances, rules, and regulations of any governmental authority having Jurisdiction over same, I I including, without limitation, all appllicable design, operations, safety, and environmental laws, ordinances, rules, and regulations of any federal, state,or local authority applicable to such facilities and this Agreement(together,the"Laws"). 12. By execution of this Agreement the City doles not waive or surrender any of it governmental powers or sovereign immunity. 13. Neither termination nor expiration will release Contractor from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissi-ons or events happening prior to the date of termination a IN or expiration. 14. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis ofany provision of this Agreement, venue for such action shall fie in state courts located in Tarrant County,Texas,. IN 4 15. To -the maximum extent possible, each provision of this Agreement shall be interpreted 'in such manner as to be effective and valid under applicable law, but 'if any provision of this, Agreement shall be prohibited by, or held to be invalid W under, applicable! law, such provision shall be 'Ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this Agreement., 16. In the event that Contractor consists of two or more parties, all the covenants and agreements of Contractor herem, contained shall be the Joint and several covenants and agreements of such parties., 17. The waiver by City of the breach of any provisio�n herein by Contractor shall in no way impair the right of City to enforce that provis,ion for any sub�sequent breach thereof. 18. This, Agreement (including the attached exhibits), contains the entire Agreement, between parties, and no oral f% statements, or prior written matter, not specifically incorporated herein are of any force and effect. No modifications are to binding on either party unless set forth in a document executed by that party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to he executed to be effective as of the Effective Date. CITY OF FORT WORTH URS CORPORATION 000.7 00 by by: Sus a'n Alanis Tim o W'yf Tr o fe Assistant City m anager V ice President of Measurements t) Date- Date. ar I . APPROVED AS TO FORM AND LEGALITY: Assistant C' o�mey A�T S ED BY: Ni6ry J.Kayser City, Secretary R 00 Contract Authorization* 0 No M&C required 0 442 O N FFICIAL RECORD AS R C "I r T F1'11 WO,R,rH, TX NOUN IM lo 9,� qk%m