HomeMy WebLinkAboutContract 45818CITY SECRETARY1GOM6:•. G'6td0. 'K�yi
TEMPORARY LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ACI
GROUP, LLC, D/B/A ACI CONSULTING FOR USE OF A
PORTION OF QUANAH PARKER PARK
This Temporary License Agreement ("Agreement") is by and between the City of Fort Worth,
Texas ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly
authorized Assistant City Manager, and ACI Group, LLC, d/b/a ACI Consulting ("Company"), a Texas
limited liability company, acting by and through its duly authorized representative.
WHEREAS, the City owns a certain piece of property known as Quanah Parker Park ("Park"),
located at 5401 Randol Mill Road, Fort Worth, Texas 76103;
WHEREAS, Company desires to use a portion of the Park to carry out an aquatic resource
relocation plan for fresh water mussels as part of the Chisholm Trail Parkway project; and
WHEREAS, the City has reviewed the Company's request and agrees to grant the Company use
of a portion of the Park in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties
agree as follows:
1. License and Purpose. City hereby grants to the Company a non-exclusive license to use a portion
of the Park as an access route to carry out its aquatic resource relocation plan for fresh water
mussels as part of the Chisholm Trail Parkway project and for no other purpose, the locations of
which is set forth and depicted in greater detail in Exhibit A, which is attached hereto and
incorporated herein for all purposes ("Licensed Premises").
2. License Fee. Contemporaneously with executing this Agreement, the Company shall deliver to
the offices of the City's Parks and Community Services Department, 4200 South Freeway, Suite
2200, Fort Worth, Texas 76115, payment of a license fee of Ten Dollars and No Cents ($10.00)
as compensation for the rights and privileges granted under this Agreement.
3. Term. The term of this Agreement shall be for fourteen (14) consecutive days, beginning on
August 5, 2014 and ending on August 19, 2014 at 12:00 a.m.
4. Termination. The City may terminate this Agreement, without cause, upon one (1) day written
notice to the Company or immediately upon a breach of this Agreement by the Company.
5. Use not Exclusive. This Agreement and all rights granted to Company herein are strictly non-
exclusive. The City reserves the right to enter into and grant other and future licenses, leases, and
other authorizations for use of the Park to other persons and entities as the City deems appropriate
in accordance with applicable law; provided, however, that in granting subsequent authorization
MTV SECRETARY
Temporary License Agreement with ACI Group, LLC
for use, the City will not allow a use that will unreasonably interfere with the Company's use of
the Park as provided herein. This Agreement does not establish any priority for the use of the
Park by Company or by any present or future licensees or other permit holders. In the event of
any dispute as to the priority of use of the Park, the first priority shall be to the public generally,
the second priority to the City in the performance of its various functions, and thereafter, as
between licensees and other permit holders, as determined by the City in the exercise of its
powers, including the police power and other powers reserved to and conferred on it by the to
of Texas.
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,y. Company covenants and agrees to release City, its officers, agents, representatives,
servants, and employees, from and against any and all claims or suits for property damage,
personal injury, or any other type of loss or adverse consequence related in any way to the
existence of this Agreement or the use and occupancy of the Park, unless such act or omission
complained of is the result of the gross negligence or willful misconduct of City. Furthermore,
City shall not be liable to Company for any damage or the of Company's equipment, facilities,
or other contents, except when caused by the willful misconduct of City, its agents, servants or
employees.
7. Restoration of the Park, Company further agrees that, if during the course of the exercise of its
rights under this Agreement, damages result to the Park or City's park facilities, as determined by
the City's Director of the Parks and Community Services Department or that person's designee,
Company shall repair or restore same to a condition satisfactory to the Director within thirty(3 0)
calendar days, unless otherwise agreed to by the parties in writing.
8. INDEMNIFJCATJQN. COMPANY AGREES TO AND DOES HEREBY DEFEND,
INDEMNIFY AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AGENTS,
REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS,
AND/OR PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT
MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S
BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (h)
ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
COMPANY OR ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES,
CONTRACTORS, AND SUBCONTRACTORS, RELATED TO THIS AGREEMENT OR
Temporary License Agreement with ACI Group,LLC 2 of 8
............. ................................................................................................
THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT,
WHETHER OR NOT CAUSED,IN PART,BY THE NEGLIGENCE OF THE OFFICERS,
AGENTS, REPRESENTATIVES, OR EMPLOYEES OF THE CITY; PROVIDED
HOWEVER, THAT THE COMPANY SHALL HAVE NO LIABILITY OR OBLIGATION
TO INDEMNIFY,HOLD HARMLESS OR DEFEND WITH RESPECT TO ANY INJURY
OR DAMAGE TO PERSONS OR PROPERTY RESULTING FROM THE GROSS
NEGLIGENCE OF OFFICERS,AGENTS OR EMPLOYEES OF THE CITY.
9. Limitation on Use. There shall be no equipment on the Park within 48 hours of a rain event. The
Company shall not bring any heavy equipment onto the Park, including, but not limited to,
vehicles(except for areas designated for vehicles such as parking lots).
10. Insurance. Company shall carry insurance as set out in Exhibit B, which is attached hereto and
incorporated herein for all purpose.
11. Compliance with Laws. Company shall, at its own cost and expense, comply with all applicable
laws, rules, and regulations, including, but not limited to, any laws pertaining to endangered
species, existing zoning ordinances, governmental rules and regulations enacted or promulgated
by any governmental authority, and shall promptly execute and fulfill all orders and requirements
imposed by such governmental entities for the correction, prevention and abatement of nuisances
in or upon or connected with said premises because of Company's use thereof.
12. Notice. All notices required or permitted under this Agreement shall be conclusively determined
to have been delivered when (i)hand-delivered to the other party, its agent, employee, servant, or
representative, or (ii) received by the other party by reliable overnight courier or United States
Mail, postage prepaid, return receipt requested, at the address stated below or to such other
address as one party may from time to time notify the other in writing.
To THE CITY: To COMPANY:
Director President
Parks and Community Services ACI Group, LLC
City of Fort Worth 1001 Mopac Circle
4200 South Freeway, Ste 2200 Austin, Texas 78746
Fort Worth,Texas 76115
With a copy to:
Department of Law
City of Fort Worth
Temporary License Agreement with ACI Group,LLC 3 of 8
Attn: City Attorney
1000 Throckmorton
Fort Worth, Texas 76102
13. Public Safety. Company shall be solely responsible for initiating, maintaining, and supervising
all safety precautions and programs in connection with the Company's use of the Park.
14. Hazardous Materials. Under no circumstances will the Company use or cause to be used on the
Park any hazardous or toxic substances or materials, or intentionally or knowingly store or
dispose of any such substances or materials on the Park.
15. Force Majeure. If either party is unable, either in whole or part,to fulfill its obligations under this
Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public
enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires;
floods; restraints or prohibitions by any court, board, department, commission, or agency of the
United States or of any state; declaration of a state of disaster or of emergency by the federal,
state, county, or City government in accordance with applicable law; issuance of an Imminent
Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or
any equivalent alert system that may be instituted by any agency of the United States; any arrests
and restraints; civil disturbances; or explosions; or some other reason beyond the party's
reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such
Force Majeure Event will be suspended only during the continuance of such event. If a Force
Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its
community centers, parks, or other City-owned and operated properties and facilities in the
interest of public safety and operate them as the City sees fit.
16. Choice of Law, Venue. 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 of any provision 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.
17. Binding Effect. The terms and provisions of this Agreement shall inure to the benefit of and be
binding upon City and Company and their respective successors and assigns and shall be
covenants running with the land.
'Temporary License Agreement with ACI Group,LLC 4 of 8
18. Entire Aareement. This Agreement contains all of the agreements between the parties respecting
the subject matter hereof, and no prior representations or statements, verbal or written, have been
made modifying, adding to, or changing the terms of this instrument.
19. No Waiver of Immunity. Nothing herein shall be deemed to limit or waive the sovereign or
governmental immunity of City.
20. Assianment. This Agreement, in whole or in part, is not assignable by either party, without the
express written consent of the other party. Any attempt to assign this Agreement without the
required consent is void and without force and effect.
By executing this Agreement, Company agrees to and accepts the terms, conditions and provision
contained herein.
CITY OF FORT WORTH:
ACI Group, LLC
d/b/a ACI Consulting
By: By:
Susan Alanis Name: • ,•tom Pstk
Assistant City Manager Title:
Date:
APPROVED AS TO FORM
AND LEGALITY:
Tyler F. Wallach
Assistant City Attorney
ATTESTED BY:
Mary J. Kayser
City Secretary
Contract Authorization:
No M&C Required
Date: fa)/ /144°.
r
•
Temporary License Agreement with ACI Group, LLC 5 of 8
18. Entire Agreement. This Agreement contains all of the agreements between the parties respecting
the subject matter hereof, and no prior representations or statements, verbal or written, have been
made modifying, adding to, or changing the terms of this instrument.
19. No Waiver of Immunity. Nothing herein shall be deemed to limit or waive the sovereign or
governmental immunity of City.
20. Assignment. This Agreement, in whole or in part, is not assignable by either party, without the
express written consent of the other party. Any attempt to assign this Agreement without the
required consent is void and without force and effect.
By executing this Agreement, Company agrees to and accepts the terms, conditions and provision
contained herein.
CITY OF FORT WORTH:
By:
an Alanis
Assistant City Manager
Date:
i
jaroll
APPROVED AS TO FORM
AND LEGALITY:
Tyler F. Wa ja
Assistant City Attorney
ATTEED BY:
ienstic- iv
ary J. Kayser
City Secretary
Contract Authorization:
No M&C Required
Temporary License Agreement with ACI Group, LLC
ACI Group, LLC
d/b/a ACI Consulting
By:
Name:
Title:
Date:
•
OFFICIAL ECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
Licensed Premises
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Liimited Access Drive
The entrance shall be from Randol Mill Road and
exit Randol Mill Road and enter the park and drive
approximately 550 feet to the drainage outfall
structure located on the north side of the park access
road.
Limited River Access
S hall be restricted to foot traffic down to the River.
N o clearing or removel of trees is allowed
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Temporary License Agreement with ACI Group, LLC
6 of 8
Exhibit B
Insurance
1.01 Duty to Acquire and Maintain. Company shall ensure that a policy or policies of insurance are
procured and maintained at all times, in full force and effect, to provide coverage of the types and
amounts specified herein, naming the City as an additional insured and covering all public risks related to
the use, occupancy, condition, maintenance, existence, or location of the Park. The insurance required
hereunder may be met by a combination of self-insurance and primary and excess policies.
1.02 Types and Amounts of Coverage Required
a. Commercial General Liability:
(1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate, including coverage for
the following: (i) Premises Liability; (ii) independent contractors; (iii)
products/completed operations; (iv) personal injury; (v) contractual liability; (vi)
explosion, collapse, and underground property damage
b. Property Damage Liability:
(1) $1,000,000.00 per occurrence
C. Umbrella Policy
(1) $5,000,000.00
d. Environmental Impairment Liability(E1L)&/or Pollution Liability
(1) $2,000,000 per occurrence
(2) $5,000,000 aggregate
e. Automobile Liability:
(1) $1,000,000.00 per accident, including, but not limited to, all owned, leased,
hired, or non-owned motor vehicles used in conjunction with the rights granted under this
License
f. Worker's Compensation:
(1) As required by law
g. Employer's Liability:
(1) $1,000,000.00 per accident
1.03 Revisions to Required Coverage. At the reasonable recommendation of the City's Risk Manager,
the City may at any time revise insurance coverage requirements and limits required by this License.
Company agrees that within ten (10) days of receipt of written notice from the City, all such revisions
Temporary License Agreement with ACI Group,LLC 7 of 8
requested by the City will be implemented. The policy or policies of insurance shall be endorsed 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 the City.
1.04 Underwriters and Certificates. Company shall ensure that insurance is procured and maintained
with underwriters who are authorized to do business in the State of Texas and who are reasonably
acceptable to the City in terms of solvency and financial strength. Within ten (10) business days
following execution of this License, Company shall ensure that City is furnished with certificates of
insurance signed by the respective companies as proof that the types and amounts of insurance coverage
required herein have been obtained. In addition, Company shall, on demand, provide the City with
evidence that it has maintained such coverage in full force and effect.
1.05 Deductibles. Deductible or self-insured retention limits on any line of coverage required herein
shall not exceed $500,000.00 in the annual aggregate unless the limit per occurrence or per line of
coverage, or aggregate is otherwise approved by the City.
1.06 No Limitation of Liability. The insurance requirements set forth in this section and any recovery
by the City of any sum by reason of any insurance policy required under this License shall in no way be
construed or affected to limit or in any way affect Company's liability to the City or other persons as
provided by this Agreement or law.
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