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HomeMy WebLinkAboutContract 46938 f CT NO, CONTRA aJ s„j LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE VAN ZANDT COTTAGE FRIENDS INC FOR VAN ZANDT COTTAGE This LICENSE AGREEMENT FOR VAN ZANDT COTTAGE ("License") is made and entered into by and between the CITY OF FORT WORTH ("Licensor"), a home-rule municipal corporation organized under the laws of the State of Texas and acting by and through Susan Alanis, its duly authorized Assistant City Manager, and The Van Zandt Cottage Friends, Inc. ("Licensee"), a Texas non-profit corporation, acting by and through Theodore Gupton, its President. WHEREAS, Licensor owns and operates the Van Zandt Cottage, which is situated on the northwestern edge of Trinity Park and located at 2900 Crestline Road, Fort Worth, Texas; WHEREAS, Licensor and its residents desire to restore this Local Historic and Cultural Landmark and Recorded Texas Historic Landmark, now listed on the National Register of Historic Places; WHEREAS, on November 21, 2000, the Parks and Community Services Advisory Board endorsed a master plan for the Van Zandt Cottage, which included, among other things, construction of an office with a separate climate controlled storage area for artifacts; accessible walkways, restrooms, and parking areas; and complete restoration of the interior and exterior of the cottage; WHEREAS, all components of the master plan had been achieved by 2005 except the restoration of the cottage itself, WHEREAS, in 2005, Licensee commissioned a restoration plan to address the full restoration of the interior and exterior of the Van Zandt Cottage; WHEREAS, on April 10, 2007, the City entered into an agreement with Licensee for repairs to the foundation of the Van Zandt Cottage, the same being City Secretary Contract Numbers 35173 and 35621, which were completed that same year; WHEREAS, in 2011, the Fort Worth City Council accepted a generous donation of $40,000.00 from the Licensee for exterior repairs to the Van Zandt Cottage(M&C G-17215); WHEREAS, the final phase of the restoration plan involves substantial renovations to the interior of the Van Zandt Cottage, which will take approximately three years to complete and includes removal and replacement of the 1936-era electric infrastructure, installation of new underground utilities and HVAC system, sub-floor ductwork, a dry well in the root cellar to manage moisture, lead abatement, ceiling work, installing insulation, repainting, replacing wallpaper,and constructing an exterior back door; WHEREAS, Licensee is currently conducting a capital campaign to complete the above-stated objectives and is donating the restoration and necessary improvements for the final phase, which is estimated to be about$400,000.00; WHEREAS, Licensor has authorized the restoration of the Van Zandt Cottage, approved development fee waivers, and authorized acceptance of a gift deed conveying all interest in improvements to the Van Zandt Cottage(M&C C-27294); OFFICIAL.RECORD ' LICENSE AGREEMENT WITH THE VAN ZANDT COTTAGE FRIENDS,INC. crnr �k��`t�s�p'p��"�'RE i 1�kiRY 1 of 14 WHEREAS, the City Council found that the fee waivers will serve the public purpose of improving City property with private h+donated funds (M&CC-27244); WHEREAS, Licensor desires to license to l.iccuocc and Licensee desires 0u hceoac from Licensor the Van ZnudUCottngc and some surrounding property for the purpose of allowing Licensee 0u restore the Van ZnudkCottogc, after which Licensee intends to donate the iooprovconcoto to the City of Fort Worth; and NOW THEREFORE, in consideration of the onu1un| covconm1m, promises and obligations contained herein,the parties agree nafollows: L PROPERTY LICENSED. Licensor hereby grants unto Liccoucc a non-exclusive license over the Van Znndk Cottage and surrounding grounds,the location and boundary of which io attached ao and incorporated herein for all purposes (the ^^l.iccuocd Prconioco"). Licensor shall provide Licensee full access 1othe Licensed Premises during the Term,uo defined herein. 2. TERM OF LICENSE. Unless terminated earlier pursuant ho the terms herein, the term ofthis |Liccuoc obuJl commence on the dn1c of its cxcoudou set fbnb in the |not paragraph is this }\grcconcot ("Effective I)n1c") and expire on the earlier of dbrcc (3) years after the Effective Date or (ii) seven (7) days after Liuenuor"u receipt of notice from Liocoucc of l.iccuoec`o abandonment of the Licensed Prooniucm ("Primary Tcnn"). This Agreement may be rcncvvcd for one additional year upon the written ngreconcmU of both the Licensor and Licensee(^^Rcuevvo| Tcnm"). 3^ CONSTRUCTION AND IMPROVEMENTS. 3.1. DiscretiongEy Improvements. o. Licensee may, at its sole discretion and muhicot no the 1cnnu herein, perform modifications, renovations, ionprovconcn1a and other coouboo1iun work on the Licensed Prrnniaca. Any modifications,renovations, improvements or other construction work on the l.iccuucd Premises ohnU be referred 0u hereafter oa "Discretionary [roprovcrocn/(u)", and obo|l be performed by an independent contractor engaged by and paid cuo|uuivc|y by Liocnocc ("Contractor"). Licensee may not initiate any Discretionary Improvement ou or to the Licensed Proroiocu uulcao it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives written approval from the l.iocnaoc or its designated representative (^"l.iceoour`o Representative"), which Licensor herein designates as the Director of the Parks and Community Services Department or his designee('^I)ircctor"). b. Upon the mtmf of construction of any Discretionary lroprovconco1 on or to the Licensed Premises by Licensee pursuant to plans approved by Licensor in accordance with Section 3.2, Licensee aboU substantially complete the I)iuoredoomy [onprovcrocn1u in accordance with the plan specifications within the Primary Tenn or the }lcnev/o| Tcnn (subject to Force M jcuro Events). For the purposes of this Section, "start ofconstruction" LICENSE AGREEMENT WITH THE VAN zAmoT COTTAGE FRIENDS,INC. z^r/* aba| mcuo the date stated in a Notice to Proceed (or other abni/or issued by Licensee Vo its Contractor, and "substantial completion" shall mean that point iu time when the Discretionary lnuprovozocnta are completed to such extent as the City of Fort Worth could issue a Certificate of Occupancy and ufiuul punch-list ia developed 6v Licensee and its Contractor. Licensee covenants and agrees that it shall fully comply with all provisions of this Section 3 in the performance of any such Discretionary Improvements. Upon completion of any such Discretionary Improvements or earlier termination of this License, Licensor shall take full title to any Discretionary Improvements outhe Licensed Premises. C. Any ofLiconaor`m property adjacent to the Licensed 9rcnuiacm that is damaged during the course of constructing the Discretionary lnuprovczncnta mba11 be repaired and returned to its condition immediately prior to Licensee's entry onto the Licensed Premises or better, u1 Licensee's sole cost and expense. Such repairs shall bcperfhoned prior to the Contractor demobilizing from the Licensed Pronuioco. d. Liccoocc agrees that oo improvement to the Licensed Premises will be designed or constructed in such a zounucr that it cuuaco an adverse impact to the usability of l~iceuaor"m adjacent property, p/bicb is parkland. Licensor acknowledges that any improvements constructed in accordance with plans and specifications approved by Licensor will not adversely impact the usability of Licensor's adjacent property. c. The City bcrchv vvuivcm all development fees related to the Discretionary Improvements that would otherwise be charged by the City, including, but not limited to, the following: (1) all buUdingpcond, plan review, inspection, and re-inspection fees; (2) all zoning fees; (3) all temporary encroachment fees, (4) all platting fees; (5) all fire, sprinkler, and alarm permit fees; and(6)electrical and mechanical fees. 3,2. Process for Approval of Plans. l~iccnace`a plans for construction and inupnovccuocda shall conform to the architectural standards established by Licensor's Representative and must also receive written approval from the Director and any other City departments and City boards and commissions as abu|l be required under ordinance or City of Fort Worth policy. All plans, specifications and work shall conform to all federal, state and local |mpo, ordinances, rules and regulations in force u1 the time that the plans are presented for review. Licensor abaU inspect all work pursuant to its construction inspection procedures. 3.3. Documents. Licensee shall supply Licensor"s Representative with comprehensive sets of documentation relative to any Discretionary Improvements, including, at u nuinbnunu, as-built drawings of each project. As-built drawings obu|| be new drawings or redline changes to drawings previously provided to l~iconaor"a Representative. l~iconooc ohu/i supply the textual documentation in computer format aa requested hvLicensor. 3.4. Bonds Reauired of Licensee's Contractors. u. Prior to the commencement of the construction of the Discretionary Improvements on the Licensed Premises or any material alteration or other construction `pork on the Licensed 9rcnuioeo by l~iccoeue that costs in excess of $50,000.00 in the aggregate, the LICENSE AGREEMENT WITH THE VAN zAwoT COTTAGE FRIENDS,INC. »^r/4 Licensee shall, at no cost or expense to Licensor, cause to be made and executed by the construction contractor either one or two separate bonds, in accordance with Section 2253.021 of the TEXAS GOVERNMENT CODE, as follows: (1) If the amount of the construction contract awarded is in excess of $50,000.00: (i) prior to the start of construction, the Contractor shall furnish a payment bond ("Payment Bond") in a sum equal to the full amount of the construction contract awarded; and (ii) said bond shall be for the protection of and use by payment bond beneficiaries who have a direct contractual relationship with the Contractor or any of its subcontractors who is actually supplying the public work labor or material. (2) If the amount of the construction contract awarded is in excess of $100,000.00, in addition to any bond required under subsection (l)above: (i) prior to the start of construction, the Contractor shall furnish a performance bond in a sum equal to the full amount of the construction contract awarded; and (ii) said bond shall be conditioned on the faithful performance of necessary construction and completion of improvements in accordance with approved final plans, detailed specifications and contract documents. b. Licensee shall ensure that all required bonds list Licensor as a dual obligee. 3.5 Filing of Payment Bond. Licensee shall endorse its written approval upon the Payment Bond provided by the Contractor and then record the Payment Bond with a copy of the contract between Licensee and the Contractor with the County Clerk of Tarrant County, Texas, within which the Licensed Premises are located. The filing and recording shall be in accordance with Section 53.203 of the TEXAS PROPERTY CODE such that any person or entity acquiring an interest in the Licensed Premises will be entitled to rely upon the record of the Payment Bond as constituting payment of all claims and liens for labor, subcontracts, materials or specially fabricated materials incurred by the Contractor ("Lien Claimant") as if each such Lien Claimant had filed of record a complete release and relinquishment of lien, in accordance with Section 53.204 of the TEXAS PROPERTY CODE. 3.6 Indemnification. LICENSEE FURTHER AGREES TO DEFEND AND INDEMNIFY LICENSOR FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE LICENSED PREMISES WHICH LICENSEE POSSESSES PURSUANT TO THIS LICENSE,ARISING OUT OF THE PERFORMANCE OF CONSTRUCTION OF DISCRETIONARY IMPROVEMENTS BY THE CONTRACTOR ON THE LICENSED PREMISES. LICENSE AGREEMENT WITH THE VAN ZANDT COTTAGE FRIENDS,INC. 4 of 14 4. USE OF LICENSED PREMISES. Licensee hereby agrees touse the Licensed Premises strictly in accordance with the terms and conditions of this License, oo1e|v for purposes related to restoration of the Van Zaudt Cottage, or for the construction o[Discretionary Improvements related to the Van Zandt Cottage. 5. UTILITIES. Licensee, a1 Licensee's sole cost and expense, shall be responsible for the installation and use ofall utilities services to all portions of the Licensed Premises and for all other related utilities expenses, including, but not limited to, deposits and expenses required for the installation of meters. Licensee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Licensed Premises. In addition, Licensee agrees that all utilities, air conditioning and heating equipment and other electrical|}`opeoted equipment which may be used on the Licensed Premises shall fully comply with Licensor's Mechanical, Electrical, Plumbing, Building and Fire Codes, as they exist or may hereafter beamended. 6^ MAINTENANCE AND REPAIRS. 6.1^ Maintenance and Repairs by Licensee. u. Licensee agrees to keep and maintain the Licensed Premises ina good, clean and sanitary condition at all times. Licensee covenants and agrees that b will not make m suffer any waste of the Licensed Premises. Licensee, at Licensee's mok: cost and expense, will nuokc repairs necessary to prevent the deterioration in condition or value of the Licensed P/enuimcm and any innpnovcnncutm thereon, inc1uding, but not limited to, doors, windows and roofs for such improvements, and all fixtures, equipment, modifications and pavement on the Licensed 9rcnuimem. Licensee mboU be responsible for all damages caused by Licensee, its agents, servants, cnup|oycca, contractors, subcontractors, |ioenmccm or invitees, and Licensee uArccs 0o fully repair or otherwise cure all such damages at Licensee's sole cost and expense. b. Licensee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description p/bicb may at any time be on the Licensed Premises shall be at Licensee's sole risk or at the sole risk of those claiming under Licensee. Licensor shall not be liable for any damage to such property or loss suffered by Licensee's business or business operations which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. 6.2^ Compliance with ADA. Licensee, at its sole cost and expense,agrees to keep and maintain the Licensed Premises in yu|| compliance at all dnnem with the Americans with Disabilities Act of 1990, as amended (^^/\D/\"). In addition, Licensee agrees that all improvements it makes at the Licensed Premises shall comply with all ADAccquircoueuta. 6,3, LICENSE AGREEMENT WITH THE VAN zxmor COTTAGE FRIENDS,INC. 5mr14 u- Licensor shall have the right and privilege, through its officers, agents, servants or to inspect the Licensed Premises. Except in the event of an emergency, Liocumur uhW| conduct such inspections during Ljcunmcc`o ordinary business hours and mbu|| use its best cOodn to provide Licensee at least two (2) hours' notice prior to any inspection. b. If Licensor deten-nines during an inspection of the Licensed Premises that Licensee in responsible under this License for any maintenance or repairs, Licensor mbu|| notify Licensee in writing. Licensee agrees to begin such maintenance ur repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such nnuiu1cuauoc or repair work within u reasonable time, considering the nature of the work 0o be done. lf Licensee fails to begin the recommended maintenance or repairs within such time or Rxi/u to cunnp|ctc the maintenance or repairs within u rcumonub|c hnnc, Licensor may, in its discretion, perfon-n such maintenance or repairs on behalf of Licensee. In this event, Licensee will reimburse Licensor for the cost of the maintenance or repairs,and such reimbursement will be due immediately upon written request of Licensor. C. During any inspection, Licensor may perform any obligations that Licensor is authorized or required to perform under the 1unms of this License or pursuant to its guvcrunocntu| duties under federal state or local |uvvm, rules or regulations. d. Licensee will pen-nit tbc [iccnmor`s Fire Marshal or his or her authorized agents to inspect the Licensed Premises and [iccumcc will comply with all requirements ofthe Fire Murmbu| or his or her authorized agents that are necessary 0o bring the Licensed Prcnnimcm into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Licuumcu mbu|| maintain in proper condition ucucmmib|c fire extinguishers oyu number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 6.4^ Environmental Remediation. Licensee ugrucm that it has inspected the Licensed Premises and is fully advised of its own rights without nc|iunoc upon any representation ooudc by Licensor concerning the environmental condition of the Licensed Prcnnimcu. LICENSEE, AT ITS SOLE COST AND EXPENSE, A GREES THA T IT SHALL BE FULL Y RESPONSIBLE FOR THE REMEDJA TION OF OR ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY LICENSEE, ITS OFFICERS, AGENTS, SER PANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 7. RIGHT 1��AND RESERVATIONS OF LICENSOR. 7.1. Licensor hereby retains the following rights and reservations: u. Licensor rcmcrvcm the right to take any action it considers ucocmmury to prevent Licensee from erecting or permitting to be erected any building or other structure which, in the opinion of Licensor, would |innd the umcfu|ncxm of the [iccumcd Prcnnimcw or diminish the capability of use of adjacent property owned byLicensor. LICENSE AGREEMENT WITH THE VAN zawoT COTTAGE FRIENDS,INC. 6 a|4 b Licensor reserves the right to develop and improve adjacent property owned and operated hv Licensor and any improvements thereon. C. Licensee's rights hereunder mbul be subject no all existing utility and drainage easements and rights-of-way by Licensor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Licensee's rights mhuU additionally be subject to all rights granted by any ordinance or statute which u||ovva utility conuVuoiea to use publicly-owned property for the provision of utility services. 8. INSURANCE. 8.1. Licensee shall require the Contractor to procure, and maintain at all times, in full force and effect, the following policies ofinsurance: (i) statutory worker's compensation insurance for all of the Contractor's employees and all workmen on the Licensed Premises performing construction of Discretionary lnuVoovenucota, (ii) commercial general liability insurance, (iii) huaiuema uutnnuohUe insurance, and (b/) builder's risk insurance. The commercial general Uohditv insurance policy and the automobile |kzhi|itv insurance policy obuU he primary no all other insurance maintained by Licensee or Licensor and abu|l he non-contributory; obuU contain an endorsement |iadug the Licensor and l~icvnavv as additional insured (endorsement CG 20 10 10 01 and CG 20 37 10 Ol) such that coverage ia provided nnthe additional insured parties for completed operations; and shall he written for not less than the limits of liability uofollows: u. Commercial General Liabil � $2,O000O0 each occurrence; $3,O0O,000 general aggregate per project; $3,O00O00 product/completed operations aggregate; and $2,O0O,O0O personal and advertising injury. — Business Automobile Liabilily: $1,000,00 combined single limit. 02 As u condition precedent to the effectiveness of this License, Licensee ohuU furnish Licensor with appropriate certificates of insurance signed bvthe respective insurance companies as proof that the Contractor has obtained the types and amounts of insurance coverage required herein. lf any such policy shall expire before the term of this License, Licensee shall furnish to Licensor u renewal certificate of insurance not less than thirty (30) days prior to the expiration of any such insurance policy required hereunder. 8.3. Additional Requirements. o. All insurance companies providing coverage pursuant no the requirements of this License /kgsenueut shall have u minimum Deat"a Rating of /k- and u Financial Size Category listing ofuo lower than VII, both ua provided hy/k.M. Best Company, Inc. Upon LICENSE AGREEMENT WITH THE VAN z»mor COTTAGE FRIENDS,INC. 7or14 request by Licensor, Licensee shall deliver a copy of all such policies of insurance required in this License Agreement. b. The commercial general liability policy shall contain a contractual liability endorsement and a products completed operations endorsement. The insurance policies shall not include any of the following endorsements excluding or limiting coverage: (i) contractual liability limitation,CG 21 39; (ii)amendment of insured contract definition,CG 24 26; (iii) exclusion — explosion, collapse and underground property damage hazard, CG 21 42 or CG 21 43; (iv) limitation of coverage to designated premises or project, CG 21 44 07 98; (v) exclusion —damage to work performed by subcontractors on your behalf, CG 22 94 or CG 22 95; (vi) any type of construction defect completed operations exclusion; and/or(vii)any type of punitive, exemplary,or multiplied damages exclusion. C. The worker's compensation policy shall contain a waiver of subrogation endorsement in favor of Licensor and Licensee. 9. 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 Licensed Premises 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. 10. INDEMNIFICATION. 10.1. LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTYLOSS, PROPERTY DAMAGE AND PERSONAL INJURY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DEA TH, 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 LICENSED PREMISES OR WITH THE MAINTENANCE, USE, OR OCCUPANCY OF THE LICENSED PREMISES OR ANY IMPROVEMENTS THEREON BY LICENSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 10.2. LICENSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, AND LAWSUITS, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE OR LOSS AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE, MAINTENANCE, OR LICENSE AGREEMENT WITH THE VAN ZANDT COTTAGE FRIENDS,INC. 8 of 14 OCCUPANCY OF THE LICENSED PREMISES OR ANY CONSTRUCTION IMPROVEMENTS THEREON BY LICENSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CA USED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS AGENTS,SERVANTS OR EMPLOYEES. 10.3 LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR FOR ANY AND ALL INJURIES OR DAMAGES TO THE LICENSED PREMISES OR ANY IMPROVEMENTS THEREON, WHICH ARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OF LICENSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 11. DEFAULT AND TERMINATION. In addition to termination rights contained elsewhere in this License, Licensor shall have the right to terminate this License as follows: 11.1. Failure by Licensee to Pay Fees or Other Charges. If Licensee fails to pay any fees or other charges due under this License, Licensor shall deliver to Licensee a written invoice and notice to pay the invoice within ten (10)calendar days. If Licensee fails to pay the balance outstanding within such time, Licensor shall have the right to terminate this License immediately. 11.2. Breach or Default by Licensee. If Licensee commits any breach or default,other than Licensee's failure to pay fees or other charges set forth in Section 11.1, Licensor shall deliver written notice to Licensee specifying the nature of such breach or default. Licensee shall have thirty (30) calendar days following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Licensee fails to cure the breach or default within such time period, Licensor shall have the right to terminate this License immediately; provided, however, Licensor shall not have the right to terminate this License if(i) Licensee's breach or default is of a nature not reasonably capable of being cured within thirty (30) days, (ii) Licensee commences to cure such breach or default within the 30-day period, and (iii) Licensee diligently pursues the cure to completion. 11.3. Discontinuation or Failure to Complete Construction of Discretionary Improvements. a. Subject to Force Majeure Events, if Licensee fails to complete construction of the Discretionary Improvements in accordance with the approved plans and specifications within the Primary Term or the Renewal Term, Licensee shall be in default of the License, absent a mutually agreed-upon written waiver of this time requirement. b. In the event of a default or termination under this Section 11.4, in addition to Licensee's financial obligations to Licensor upon termination as provided in Section 11.5, Licensee shall have the right, pursuant to Section 3.6, to draw down the necessary funds to pay the reasonable costs of completion of the Discretionary Improvements in accordance with the approved plans and specifications. LICENSE AGREEMENT WITH THE VAN ZANDT COTTAGE FRIENDS,INC. 9 of 14 C. Licensor reserves all other rights and remedies available to it whether expressly stated or not. 11.4. Licensee's Financial Obligations to Licensor upon Termination,Breach or Default. If Licensor terminates this License for any non-payment of fees or other charges or for any other breach or default(beyond any applicable notice and cure period)as provided in Sections 11.1, 11.2, or 11.3 of this License, Licensee shall be liable for and shall pay to Licensor all arrearages of fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Licensed Premises by Licensor be construed as an election by Licensor to forfeit any of its rights under this License. 11.5. Rights of Licensor Upon Termination or Expiration. Upon termination or expiration of this License, title to all improvements on the Licensed Premises, including the Discretionary Improvements, and all fixtures and other items attached to any structure on the Licensed Premises shall pass to Licensor. In addition, all rights, powers and privileges granted to Licensee hereunder shall cease and Licensee shall vacate the Licensed Premises. Within twenty (20) days following the effective date of termination or expiration, Licensee shall remove from the Licensed Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Licensed Premises by Licensee pursuant to this License. After such time, Licensor shall have the right to take full possession of the Licensed Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Licensed Premises. Licensee agrees that it will assert no claim of any kind against Licensor, its agents, servants, employees or representatives, which may stem from Licensor's assertion of its rights under this Section 11.5. 12. 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)deposited in the United States Mail, postage prepaid,addressed as follows: TO LICENSOR: City of Fort Worth Attn: Director Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth,Texas 76115 With a copy to: City of Fort Worth Attn: City Attorney 1000 Throckmorton Fort Worth, TX 76102 LICENSE AGREEMENT WITH THE VAN ZANDT COTTAGE FRIENDS,INC. 10 of 14 T0'LICENSEE: The Van Zaodt Cottage Friends, Inc. A1in: Tbeodorc Gupton P1l Box 470742 Fort Worth,Texas 76147 13, LIENS BY LICENSEE. Licensee will not cause or permit any lien 0mbefiled against the Licensed Premises or interest iuthe property of Licensor. If any such purported lien is filed, Licensee, at its mole cost and expense, shall liquidate and discharge the same within ninety (90) calendar days of such filing. Licensee's failure to discharge any such purported lien within such 90-day period aba|| constitute abreaob of this License and Licensor may terminate this License upon thirty (30) calendar days' written notice, However, Licensee's financial obligation to Licensor to liquidate and discharge such lien abu\| continue in effect following termination of this License and until such a time as the lien is discharged. 14. TAXES AND ASSESSMENTS. Licensee agrees to pay any and all federal, state or local taxes, or assessments which may lawfully be levied against Licensee due to Licensee's use or occupancy of the Licensed Premises or any improvements or property placed on the Licensed Premises by Licensee as a result of its occupancy. ��� , 15.1 Licensee covenants and agrees that it aba|| not engage in any unlawful use of the Licensed Pn:noimcm. Licensee further agrees that it mbu|| not permit its officers, agenda, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Licensed Premises and Licensee immediately aba|| remove from the Licensed Premises any person engaging in such uo\onwfh| activities. Unlawful use ofthe Licensed Premises by Licensee itself shall constitute an immediate breach of this License. 15.2 Licensee agrees 0o comply with all federal, state and local |un'a; all ordinances, rules and regulations of Licensor; and all rules and regulations adopted by the City Council pertaining to the Licensed Premises. If Licensor notifies Licensee or any of its o85oecm, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Licensee mbaU immediately desist from and correct the violation. 16. . 16.1 Licensee,for itself, its successors in interest and assigns, am part of the consideration herein, agrees nua covenant running with the land that no person shall be excluded from participation ioordenied the benefits ofLicensee's use ofthe Licensed Premises onthe basis ofrace, color, national origin, religion, handicap, mes° sexual orientation, tunui|ia| status, gender identity, gender expression, or t,noxgeuder. Licensee further agrees for itself, its successors in interest and assigns that ooperson abaU be excluded from the provision of any services on or in the construction of any improvements or alterations to the Licensed 9comimem on grounds of race, co|or, national origin, religion, handicap, sex, sexual orientation, familial status, gender identity,gender expression, o,1roaag*nder. LICENSE AGREEMENT WITH THE VAN zxmo[COTTAGE FRIENDS,INC. 11 o/|4 ' 162 IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON- DISCRIMINATION COVENANT BY LICENSEE, ITS SUCCESSORS IN INTEREST OR ASSIGNS, LICENSEE AGREES TO INDEMNIFY LICENSOR AND HOLD LICENSOR HARMLESS. 17. GOVERNMENTAL POWERS. kie understood and agreed that hv execution of this License, Licensor does not waive orsurrender any of its governmental powers orimmunities. 10. NO WAIVER. The failure of Licensor to insist upon the performance of any terrn or provision of this License or to exercise any right granted herein oba/| not constitute a waiver ofLicenoor`o right to insist upon appropriate performance orto assert any such right on any future occasion. 19^ VENUE AND CHOICE OF LAW. 1f any action, whether real orasserted, at law or in equity,arises oo the basis of any provision ofthis License or of Licensee's operations on the Licensed Premises, venue for such action shall lie io state courts located in Tarrant County, Texas or the United States District Court for the Northern District ofTexas, Fort Worth Division. This License shall be construed in accordance with the laws of the State of Texas. %0' ' In the event there should heobreach 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 ofperf`omouco or observances of any covenant, obligation or agreement, Licensor and Licensee agree that each party shall be responsible for its own attorneys' fees. 21, SEVERABILITY. If any provision of this License shall he held to be invalid, illegal or unenforceable, the validity, legality and enforceability ofthe remaining provisions obo|/ not in any way be affected or impaired. 22. 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; vvocs; h|ochodco; insurrections; riots; epidemics; public beobb crises; earthquakes; fires; floods; restraints oc prohibitions 6v any court, board department, commission, or agency of the United States orof any state; declaration of state of disaster or emergency by the federal, state, county, or City government in accordance with applicable |ovv; ioouonoo of an 1oonuincnt Threat 8|ed 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 M 'eurcRvunt"), dbeob|igotiono so affected by such Force M jeucc Event will be suspended only during the continuance of such Event. If Force M 'cuoc Event occurs, Licensor may, in its sole discretion, close or postpone the opening of its community centers, parks, or other City of Fort Worth-owned and operated properties and facilities in the interest of public safety and LICENSE AGREEMENT WITH THE VAN zAwxr COTTAGE FRIENDS,INC. 12^r\4 operate them as Licensor sees fit. Licensee hereby waives any claims it may have against. I.Jeensor for damages resulting from any such Force Majeure Event, 23. READINGS NOT CONTROLLING. Headings and titles used in this License are for reference purposes only and shall not be deemed a part of this License. ® ENTIRETY OF AGREEMENT-,AMENDMENT. This License, including any documents attached hereto or incorporated herein. by reference, contains the entire understanding and agreement between I.Jcensor and Licensee, its assigns and successors in interest, as to the matters contained herein, Any prior or cxmternporanexaus oral or written agreement is hereby declared null and void to the extent in conflict with any pmvisions of this License. The to and conditions of this License shall not be amended unless agreed to in writing by both p,arties and, if necessary, approved by the City Council of]'..licensor. this WIT y 0 !j�'S the parties hereto have executed this I.Jcense in multiple counterpart-s, f 015w LICENSOR: LICENSEE: CITY OF FORT WORTH THE VAN ZANDT COTTAGE FRIENDS, INC. By: By:.......... us an Al is Theordore Gupton Assistant City Manager President APPROVED AS TO FORM AND GALITY: By:— Tyler a] ch A.Ssis t City Attorney gR ATTEST: 0 By° e er 14P. Secret Ci Secret� M&C: G-27294 Approved:May 12,201 OFFICIAL RECORD CITY SECIRETARY LICINSE AGREEMENT'Wrni 1HE VAN 7ANDT C01:IAGE FRIENDS,M. FT.WORTH�TX 13 of 14 EX.HII31T"A" LICENSED PREMISES f-M M';puah4 MITI, l �1 gl„r,IIMIUMWW.an , . emu ml mina.,/ 41m, a �t awu�u is •�& iA „A a wximmrl n f t AIP"X 1 ~m'wA Owc i,. luww o ^ Iwll W, Y �a �g a 1a p+t+ t h euMlMm�ramm Mr vrarmwn r^ � n � `1 IAYI A u NR"iY b fY Ytvr� ro 0 00. t-wtry aw nog J haJ u.tl Own lV@�M ry bnMIMINIP N✓ wiA N P—,d"• jjj to, Y o ��ism.mnnmam wram Aw+ a oin tin r Q tea I r nrvti �aVv �pJM4'IlH s " ammo-tm�tt a <0 p.... ....,.�.e..�a.r.�..-ru...r•...n•.e�m m.v...rr...wr,...mm.. � .e n rm.iu m :n .. ....r.....mra....an•...�.i,..�.,a.m..nrw.»,�..• N F ..,. . M1dm1N AMY IhMC%WNd pg, .,r.«.,....,x^""m.",...s..+....w.�, .m�.,.........er ........... r.. mkk f.'MA'M�IG',� .nW..... r...�...mr...n,.»M+«...,..a.W.n.*. �.,�...o.........�.. .•r..w� I.w!5Pm +, .�m»w ~m.,w.........m,r��. ...u..ww r.w. 11C.ENSN GREEIBM EN.T WMi wN ..Nk VAN ZA NDT CO IAGE FRIENDS,INC, 14 of 14 M&C Review Page / 0f7 ooxm/mrm the City m/oownn/, a^,. CITY �COUNCIL AGENDA COUNCIL ACTION: Approved on 5/12/2015 DATE: 5/12/2015 REFERENCE C-27294 L(�<� ��/����. 8OVZCFR/EN[>G ��C�.: ' RESTORATION NOW PUBLIC CODE: C TYPE: NO CONSENT HEARING: SUBJECT: Authorize EmeCVdOn of License Agreement with The Van Z@ndt Cottage Friends, Inc., to Restore the Von Zondt Cottage, Approve Development Fee Waivers and Authorize Acceptance of Gift Deed Conveying to the City of Fort Worth All Interest in the Improvements to the The Van Zondt Cottage (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of o License Agreement with The Van Zandt Cottage Friends, Inc., to restore the Van Zandt Cottage; 2. Approve the waiver of all development fees associated with the project in the approximate amount of $2,000.00; 3. Find that the waiver of such fees serves to carry out the public purpose of improving City property with privately-donated funds and that adequate controls are in place through the License Agreement to carry out such public purpose; and 4. Authorize the acceptance of a gift deed conveying to the City of Fort Worth all interest in any nao| property irnprovennenta. fixtures and equipment at the Van Zandt Cottage. DISCUSSION: The Van Zandt Cottage (Cottage) located at 2900 Creat|ine Road, in Council District S. was built in the nnid-1800a. Major K.M. Van Zandt bought the house and the accompanying farmland in 1809 from the A.G. Googgin family. It is the oldest home in Fort Worth atU| on its original location, a Recorded Texas Historic Landmark, a Local Historic and Cultural Landmark and listed on the National Register of Historic P|ooea as o significant example of an eady, if not the firat, public-private partnership to preserve o historic site in Fort Worth, The City of Fort Worth purchased the Cottage 8|On0 with most of the Cu[n9n\ CV|tV[8| OiSt[iC\from the K.M. Van ZBnd\ Land Company in 1938 in connection with the construction of the Will Rogers Memorial Center and the Frontier Center for the Texas Centennial. On November 21. 2000. the Parka and Community Services Advisory Board endorsed the Van Zandt Cottage Master Plan. All components of the Master Plan have been achieved with the exception of completing the restoration of the interior of the Cottage. On August 17. 2005. the Parks and Community Services Advisory Board endorsed the Restoration Plan for the Cottage done by Arthur Weinman Architects. The restoration and stabilization of the foundation of the Cottoge, o critical first atep, was completed in September 2007 in partnership with The Van Zandt Cottage Friends, Inc. (Friends). Friends is conducting a capital campaign to complete the objectives of the 2005 Restoration Plan and is donating the restoration and necessary improvements to this Fort Worth historic landmark valued at up to $400.000D0. This final phase will take approximately three years to complete and will include: removal and replacement ofexisting 1936-era electric infrastructure; installation of new underground utilities; installation of o HVAC oyoharn, sub-floor duohvork, and a dry well in the root hUp://OppyzfwoeL0r»/o0uocil_paoket/noo_reYievv.8up?{[)=2l030&cVVoci|datc=5/lZ/20/5 0/4/7015 M&C, Review Page 2 of 2 cellar to manage moistuire; lead paint abatement on interior walls and ceillng& securing ceilings., installation of insulation", repainting interior; replacing deteriorated wallpaper with historic reproduction wallpaper; and constructing back exterior door to match the existing front door, The City and Friends will enter into a License Agreement outlining the rules and requirements governing the relationship between the two parties, allowing the Friends access to the Cottage for restoration work and providing for the donation of the irnprovernents to the City upon completion of the improvements via a Gift Deed, The term of the License Agreement will be for three years and will include a one-year renewal option to cover any delays in the restoration process. Staff recommends that the City Council agree to waive all development fees related to the project that out otherwise be charged by the City, including the following" (i) all building permit, plan r,eviiew, inspection, and re-inspection fees (ii) all zoning fees (iii) all temporary encroachment fees (iv) all platting fees (v) all fire, sprinkler and alarm permit fees and (vi) electrical and mechanical fees. All other fees charged or assessed by the City, in accordance with applicable federal, state and local laws, ordinances, rules and regulations are not waived and shall be fully payable. The estimated value of the fees to be waived is in the amount of$2,000,r00. Staff recommends these fee waivers as an appropriate tool that incentivizes and promotes private financial participation in City projects and maximizes the fiscal efficiency of the financial) participation. Restoration of the Cottage will be overseen through the pern,iifting processes outlined in the City Code. The fee waivers will serve the public purpose of improving City property with privately-donated funds and the License Agreement will have in place adequate controls to carry out such public purpose. At its April 22, 2015 meeting, the Parks and Community Services Advisory Board endorsed staffs recommendation to the City Council to enter into a contract with the Friends to complete the restoration of the Cottage and accept the donation of improvements,, The Van an Cottage is located in COUN('."[L DISTRICT 9 and serves the entire City, FISCAL INFORMATIONXERTIFICATION: The Financial Management Services Director certifies that this action will have no effect on the City funds. TO Fund/Account/Centers FROM Fund/Accou nt/Centers ............. ............... .......................... ............ .. ................................. Submitted for City MAnAggfs Cftio� : ':,Susan Alanis (8180) Head'. Richard Zavala (5 '04} Additional Information Contact: Sandra Youngblood (5 55} .................. .. ................... . ............. ........... .................. AT AQH�MENTS ti.ttp://apps.cfivj,iet.org/coAji)cil,_packet,/mc YeirieNv.asp?If 21030&,couiicild ate=:::5/II2/2015 8/4/2015 City of Fort Worth,, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 3/612007 NNW DATE: Tuesday, March 06, 2007 LOG NAME: 80VANZANDT REFERENCE NO.: C-22006 SMEkffXI: Authorization to Enter into a Contract with Van Zandt Cottage Friends, Inc., for the Foundation Repair of the Van Zandt Cottage and Accept Donation of Improvements RECQMMENDAT-10QN- It is recommended that the City Council'. 1. Authorize the City Manager to enter into a contract with Van Zandt Cottage Friends, Inc., to repair the historic Van Zandt Cottage foundation', and 2. Accept a donation of $19,500 in improvements from Van Zandt Cottage Friends, Inc., to repair the historic Van Zandt Cottage foundation. DIS St �N: C� The Van Zandt Cottage ("Cottage"), located at 2900 Crestl1ine Road was built in the 1850s. The Cottage is the oldest home in Fort Worth still on its original foundation as a Registered Texas Historic Landmark. A rich western heritage accompanies the Cottage. With funding from the Van Zandt Cottage Trust Fund, a Restoration Plan was commissioned with Arthur, Weinman Architects. The results of this plan are a comprehensive internal and external examination of the condition and history of the 19th century home. The report also includes the restoration work required, condition photographs, detailed drawings and plans, a bibliography and pertinent reference documents, The Restoration Plan was endorsed by the Parks and Community Services Advisory Board in 2005. Since that time, Van Zandt Cottage Friends, Inc., (VZCF) have assisted staff with fundraising fort necessary improvements to this Fort Worth historic landmark, A neighborhood small grant application was submitted for the foundation repair, on December 19, 2006, City Council approved M&C G-15548, "Approval of the Parks and Community Services Department Small Capital Projects Plan for FY 2006-07", appropriating $25,000 from gas royalty revenue funds for the Van Zandt Cottage Foundation Repair, The total project cost is $44,500 with the remainder of funds ($19,500) coming from VZCF, After receiving confirmation of contractor payment, the City will reimburse VZCF $25,000 for the work completed, The Van Zandt Cottage is located in COUNCIL DISTRICT 9 and is a city-wide facility, I NFORINATIMCFATIFICATtON: -L The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the_ Park Gas Lease Project, Lognarne- 80VAN7.ANDT .......... K1&C Revirvv Page \ of Wt^u/w.`ut '.w .%'m ",`^ �� �� ��IT�r COUNCIL AGENDA COUNCIL ACTION: Approved on 3/1/3011 - Ord. No. 19568-03-3011 DATE: 3/1/2011 REFERENCE B-17215 LOG NAME: 80VANZANDTD{�NAT|[)N NO.: ' �W�L|PUBLIC CODE: G TYPE: NOW PUBLIC CONSENT HEARING: SUBJECT: Accept Monetary Donation of$40,000.00 from The Van Zandt Cottage Friends, Inc. for the Restoration of the Van Zandt Cottage, Adopt Appropriation Ordinance and Authorize Agreement with Arthur Weinman Architects for Donation of Design and Construction Administration Services in Connection with the Restoration (COUNCIL DISTRICT 9) RECOMMENDATION: \tis recommended that the City Council: 1. Accept g monetary donation of$40,000.00 from The Van Zandt Cottage Fr/ends. Inc. for the naetO[gtiDn of the Van ZBndt Cottage; 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Special Trust Fund by $40.000.00 OD receipt of the donation-, and 3. Authorize the City Manager to execute an agreement with Arthur Weinman Architects to provide donated design and construction administration n8rviC8n in connection with the restoration of the Van ZandtCottage. DISCUSSION: The Van ZaOc8 Cottage (Cottage) located at 2000 Cnant|ine Road was built in the 1850s. The Major K.M. Van Zmndtfannik/ bought the house and the accompanying farmland in 1869 from theA.G. 8noggin family. It is the oldest home in Fort Worth nbU on its original foundation and in a Registered Texas Historic Landmark. The City of Fort Worth purchased the Cottage along with most of the current Cultural District property from the K.M. Van Zandt Land Company in 1036 in connection with the construction of the Will Rogers Memorial Center and the Frontier Center for the Texas Centennial, The rn@in0ananC8, preservation and management of the Cottage was @anunled by the Parks and Community Services Department's Log Cabin Village on September 17, 1998 (M&CC' 15O40). On November 21, 2000, the Parks and Community Services Advisory Board endorsed the Master Plan for the Cottage. The adopted plan included construction of an office with a separate climate- controlled storage area for artifacts and a handicapped-accessible restroom; adding of accessible flagstone walkways and park/n0 area; removal nf post-103O r8ntroorn; and total restoration of the 1850s era cottage. All components of the Master Plan have been achieved with the exception of the naotn[adon of the Cottage itself, On August 17, 2005, the Parks and Community Services Advisory Board endorsed the Restoration Plan for the Cottage developed by Arthur Weinman Architects. On March O. 2007 (M&[| C-22000}. the City Council approved an agreement with The Van Zandt Cottage Friends, Inc. for repair of the building's foundation. This critical first step was completed in September 2007. The next stage in restoration process addresses the exterior of the cottage. The first phase of the exterior restoration will include restoring all of the historic windows of the structure. Future phases will be completed 8o funding becomes available. All work will be completed with guidance and recommendations from the Texas Historical Commission. bttp://uppo.c[wort.ocg/couociI_puckrt/nuc_crvicv/.uap'!lD=l4794Xicouoci1dn1r=3/\/2O\ 1 8/4/2015 M&C Review Page 2 of 2 The Van Zandt Cottage Friends, Inc. are donating $40,000,00 for these necessary exterior improvements to this historic Fort Worth landmark, The work will be done using Transportation and Public Work Department's Architectural Services Division as project managers in consultation with Arthur Weinman Architects, which has offered to donate its services fort is project, This project is located in COUNCIL DISTRICT 9 but will serve Fort Worth residents in ALL COUNCH DISTRICTS, FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations, receipt of the donation and adoption of the attached appropriation ordinance, funds will be available in the Special Trust Fund. TO Fund/Account/Centers FROM Fund/Account/Center's L:21 FE72 488100 080502420000 40,000.00 2) FE72 511060 020502420000 I1 500-00 Q_EE72 511080 020502420000 J1,E00,00 Q FE72 541200 080502420000 135.000.00 .......... .......... .................. -—---------- Submitted for City Managers Office Susan Alanis (8180) Originating Ptpia!�rtment�Head: Richard Zavaila (5704) Additional_Information Contact. Sandra Youngblood (5755) ..........--....... ATTACHMENTS BOVANZANDTDONATION AO,doc ........... VZQ ma k with in n http,//apps,cfNAnict,oi-14/counciI packel/nic-,reNieN,*,,.asp?ll)-r-r:=14"/'914&ca,)uncil(.Iate=:3`/l/2011 8/4/2015