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HomeMy WebLinkAboutC2014-150 - 5/22/2014 - NA c4 • , LICENSE FOR SUBSTATION TRAILER TERMS Date: Ma biii,2014 Licensor: The Preserve at Mustang Island,LLC Licenser's Address: 6300 Bee Cave Rd Building Two,Suite 500 Austin,TX 78746 Licensee: City of Corpus Christi Police Department Licensee's Address: 321 John Sartain Corpus Christi,TX 78401 Premises: S 14 31 I yi Rd. ,Corpus Christi,Texas,known as the "Trailer Site" Term(months): Four(4)months Commencement Date: May 25,20I4 Termination Date: September 30,2014 Use: Use of temporary police substation trailer on Premises Definitions: "Licensor" means The Preserve at Mustang island, LLC and its agents, employees, invitees, licensees, or visitors. "Licensee"means Licensee and its agents,employees,invitees,licensees,or visitors. CLAUSES AND COVENANTS A. Licensee agrees to: I. Accept the Premises in their present condition"AS IS,"the Premises being currently suitable for Licensee's intended use. 2. Assume any risk involved in respect to the purpose for which this License is granted,and does hereby release and discharge Licensee from any liability for loss,damage or injury incurred by Licensee arising out of Licensee's entry or presence upon the Premises. 3. Obey all laws,ordinances,orders,and rules and regulations applicable to the use condition and occupancy of the Premises. 4. Periodically mow the Trailer Site and to keep it clean and tidy at all times. 5. Pay all amounts due under this Agreement. 6. Pay for all labor, fuel, and utility services (including but not limited to water, septic, and electricity)used by Licensee. -1- 2014-150 5/22/14 The Preserve at Mustang Island INDEXED • 7. Pay all taxes on Licensee's personal property located on the Premises. S. Repair, replace and maintain any part of the Premises used by Licensee that Licensor is not obligated to repair,replace or maintain,normal wear excepted. 9. Repair or replace any damages to the Premises caused by Licensee. 10. Maintain commercial liability insurance for the Premises, naming Licensor as an additional insured,in the amounts and on terms as set forth on Exhibit A. 11. Maintain insurance on Licensee's personal property. 12. Deliver certificates of insurance to Licensor before the Commencement Date and thereafter when requested. 13. Vacate the Premises on termination of this Agreement. 14. Pay all costs incurred in connection with maintaining the sales trailer on the Premises. IS. Keep all gates on the Premises closed and locked,and ingress to and egress from the Premises being at those places designated by Licensor. 16. Assume the responsibility for the safety of Licensee,and to exercise all reasonable precautions with respect to Licensee's safety and the safety of others using the Premises. 17. Exercise due care to prevent,control and eliminate forest fires;not to cause or permit damage or injury to fences,crops or equipment;not to commit,suffer or permit waste,damage or injury. B. Licensee agrees not to: I. Use the Premises for any purpose other than stated in the Agreement. 2. Create or allow a nuisance or permit any waste of the Premises. 3. Alter the Premises. 4. Allow a Hen to be placed on the Premises. 5. Assign this Agreement or sublicense any portion of the Premises without Licensor's written consent. 6. Litter or leave trash or debris on the Premises. C. Liceasor's Rights Primary. Licensee's exercise of any of its rights under this Agreement shall not impede or hinder Licensor in the Poe enjoyment of the Premises. D. Licensor and Licensee agree to the following: 1. Alterations. Any physical additions or improvements to the Premises made by Licensee will become the property of Licensor. Licensor may require that Licensee, at termination of the Agreement and at Licensee's cost,remove any physical additions and improvements,repair any alterations, and restore the Premises to the condition existing at the Commencement Date, normal wear excepted. 2. Abatement. Licensee's covenant to pay License Fee and Licenser's covenants are independent. Except as otherwise provided,Licensee will not be entitled to abate License Fee for any reason. 3. Release of Claims/Subrogation. Licensee releases Licensor from any claim,by subrogation or otherwise, for any damage to the Premises or Licensee's personal property by reason of fire or the elements,regardless of cause,including negligence of Licensor. This release applies only to the extent that it is permitted by law, the damage is covered by insurance proceeds,and the release does not adversely affect any insurance coverage. 4. Notice to insurance Companies. Licensee will notify the issuing insurance companies of the release set forth in the preceding paragraph and will have the insurance policies endorsed,if necessary,to prevent invalidation of the insurance coverage. S. Condenmation/Substantlal or Partial Taidng. a. If the Premises cannot be used for the purposes contemplated by this Agreement because of condemnation or purchase in lieu of condemnation,this Agreement will terminate. b. If there is a condemnation or purchase in lieu of consideration and this Agreement is not terminated, the License Fee payable during the unexpired portion of the Term will be adjusted as may be Bair and reasonable. c. Licensee will have no claim to the condemnation award or proceeds in lieu of condemnation. -2- 6. Default by Licensor/Events. A default by Licensor is the failure to comply with any provision of this Agreement that is not cured within thirty(30)days after written notice. 7. Default by Licensor/Licensees'Remedies. Licensee's remedies for Licensor's default are to sue for damages and terminate this Agreement. 8. Default by Licensee/Events. Defaults by Licensee are(a)abandoning or vacating a substantial portion of the Premises;and(b)failure to comply within ten(10)days after written notice with any provision of this Agreement. 9. Default by Licensee/Licensor's Remedies. Licensee's remedies for Licensee's default are to(a) enter and take possession of the Premises; (b) enter the Premises and perform Licensee's obligations;and(c)terminate this Agreement by written notice and sue for damages. Licensor may enter and take possession of the Premises by self-help, by picking or changing locks if necessary,and may lock out Licensee or any other person who may be using the Premises for grazing,until the default is cured,without being liable for damages. 10. Default/Waiver/Mitigation. It is not a waiver of default if the nondefaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this Agreement does not preclude pursuit of other remedies in this Agreement or provided by law. 11. Holdover. If Licensee does not vacate the Premises following termination of this Agreement, Licensee must vacate the Premises on receipt of notice from Licensor. No holding over by Licensee,whether with or without consent of Licensor,will extend the Term. 12. Attorney's Fees. If either party retains an attorney to enforce this Agreement, the party prevailing in litigation is entitled to recover reasonable attorney's fees and court and other costs. 13. Venue. Venue is in the county in which the Premises are located. 14. Entire Agreement. This Agreement is the entire agreement of the parties,and thee are no oral representations, warranties, agreements, or premises pertaining to this Agreement or to any expressly mentioned exhibits and riders not incorporated in writing in this Agreement 15. Amendment of Agreement. This Agreement may be amended only by an instrument in writing signed by Licensor and Licensee. 16. Limitation of Warranties. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND ARISING OUT OF THIS LICENSE. 17. Notices. Any notice required or permitted under this Agreement must be in writing. Any notice required by this Agreement will be deemed to be delivered(whether actually received or not) when deposited with the United States Postal Service,postage prepaid, certified mail,return receipt requested, and addressed to the intended recipient at the address shown in this Agreement Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. 18. Mineral Interests. This Agreement is subordinate to any present or 'inure oil, gas or other mineral exploration agreements and Agreements. Licensor will not be liable to Licensee for any damages for actions attributable to those agreements and will receive all consideration paid therefore. 19. Termination. Anything in this Agreement to the contrary notwithstanding, Licensor and Licensee each reserve the right to terminate this Agreement,with or without cause,at any time during the primary term or any extended term hereof. If Licensor terminates this Agreement without cause,Licensor agrees to give Licensee 30 days prior written notice thereof. 20. Removal of Property on Cancellation. Upon expiration of the term of this Agreement(or of any extension or renewal thereof), or upon termination by either party, Licensee has 30 days thereafter to take and remove from the Premises any and all buildings,structures,equipment or other personal property owned by Licensee. If Licensee fails or refines to remove the same within 30 days,title thereto shall kw facto vest in Licensor. -3- 21. Licensor will retain access rights to the Premises for the purposes of any field investigations associated with its primary development business,including,but not limited to surveying,soil samples and inspections. LICENSOR: The Preserve at Mustang Island,LLC By: ��r Name: I t 4 • _ • 3 Title: t'r a 'resc'de n LICENSEE: City of Corpus Chris'P lice Department By: Name: llcalONRIPY:\ Tide: QttfY1i09111111 -4- EXHIBIT"A" 1. Commercial General Liability a. Required limits i. $1,000,000 per occurrence,131/PD combined ii. $2,000,000 in the aggregate b. Specific coverage items: i. Additional insured coverage in favor of Forester Group Inc.for both ongoing and completed operations ii. Waiver of subrogation in Favor of the additional insured iii. Contractual Liability iv. Independent Contractors 2. Workers'Compensation Coverage(may be waived if no employees) a. Part A Worker's Compensation:Statutory coverage in the jurisdiction where the project is located b. Part B Employer's Liability limit i. Bodily Injury by accident:$1,000,000 each accident ii. Bodily Injury by disease:$1,000,000 each employee iii. Bodily Injury by disease:$1,000,000 policy limit c. Waiver of subrogation in favor of Forester Group Inc. 3. Business Automobile Insurance a. Owned,non-owned,leased,hired and borrowed vehicles b. Combined single limit:$1,000,000 per occurrence for BI/PD 4. Umbrella Liability a. Required limbs i. $1,000,000 per occurrence ii. $2,000,000 general aggregate b. Additional insured endorsement c. Waiver of subrogation d. Provide excess limits over the insurance in sections 1 and 3 above e. Coneunrency of effective dates with primary f. Drop-down feature g. Must be at least as broad as primary h. Aggregate follows form on underlying -5- ADDITIONAL CONTRACTOR REQUIREMENTS 1. No Contractor shall continence any work of any kind until all insurance requirements have been complied with and until evidence of such compliance,satisfhctory to Forester as to form and content,has been filed with Forester.The ACORD 2S Certificate of Insurance(version 2009/01 or after)is the required form in all cases where reference is made to a Certificate of Insurance.e.Certificate holder should read: Forester Group Inc. Attn:Risk Management 6300 Bee Cave Road Building Two,Suite 500 Austin TX 78746 2. Insurance Companies,except Workers Compensation carrier, must have an A.M. Best Rating of A-5 or higher. 3. Should Contractor at any time neglect,refuse to provide,or cancel the insurance required herein, Forester shall have the right to either procure the same and deduct the cost Born the amount payable under any applicable Purchase Order or terminate any agreement with the Contractor immediately. 4. Contractor agrees that if for any reason any Subcontractor hired by Contractor fails to procure and maintain insurance as required all such required insurance shall be procured and maintained by Contractor at Contractor's expense. S. The Contractor shall incorporate the above minimum insurance requirements into every subcontract with every Subcontractor at any tier, and every subcontractor of any tier is expected to comply with all requirements. 6. The Contractor shall make available to Forester,through its records or records of their insurer,information regarding a specific claim. Any loss run information available from the contractor or their insurer will be made available to Forester upon their request. 7. Failure by Forester to request certificates or other evidence of full compliance with these insurance requirements or fisilu a by Forester to identify a deficiency in evidence that is provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. ANY QUESTIONS REGARDING INSURANCE COVERAGE SHOULD BE DIRECTED TO LUKE WILUAMS- w(513)433.5212. -6- May 22,201 Date City of Corpus Cindy Olson Christi Forestar Group, Inc. 6300 Bee Cave Road Building 2, Suite 500 Austin,Texas 78746-5149City, State,Zip LEGAL QEPARTNBYT Po Box 9277 Dear Ms Olson: Corpus Christi Texas 78469-9277 The City of Corpus Christi is a self insured public entity as allowed by the State of Phone 361-826-3360 Texas for General Liability,Auto Liability, and Workers' Compensation. Liability Fax 361-826-3239 limits are established and defined by Chapter 101 of the Texas Tort Claims Act. Liability limits are as follows; $250,000 per person and $500,000 for each single occurrence. Municipal Court Prosecutors Office 120 N.Chaparral The Self Insurance Funds are funded by the City of Corpus Christi in accordance Corpus Christi with generally accepted accounting practices through actuarially calculated annual Texas 78401 contributions. A claim may be filed online at www.cctexas.com//govemment/city- Phone 361-886-2530 secretary/notice-of-claim/index or contact Risk Management for information at Fax 361-886-2567 361-826-3680. Human Relations PO Box 9277 Sincerely, Corpus Christi Texas 361-826-3190-83 Fax 3 1-823192 Fax 36l-826-3192 AZW44404rY,APAiith Risk Management PO Box 9277 Donna James-Spruce Corpus Christi Risk Manager Texas 78469-9277 Phone 361-826-3680 DJS/Vlt Fax 361-826-3697 www.cclexas.com