Ordinance No. 11,501ORDINANCL, NO, 11,501
AN (,)RI)INANC,',E CHI 3 Q crry COUNCIL OF'ri-ij...', ci,i,),, (,H: BAYT(., %VNTI.-`XAS,
A I Fri ]OR .RING I I I I CIJ*Y NVIANAG E R TO EX FCUTE A N1) TH F, (, ITY C`LERK TO
ATTEST TO A I-ICI"-,NSE AGREEMENT Wrif, mt,' BA fir" TOWN HIS"FORICAl,
PR1,,.'SI,`,RVATI0N ASSOCIATION TO ALLOW TIM BERTBROWN HOUSETC) BF
MOVED '10 TTIE REPUBLIC OF TEXAS PLAZA USF' AS PART (A: THE
RFAIUBLIC OF TEXAS PLAZA PUBLIC"J"OURS AND ICI PR( MOTE'TOTI ll`; PUBLIC
aw wwrORY OF THE CITY OF BAYTOWN; AND PROVIDING FOR THE,
FFFF,(`rIVE DA III —FIIEREOF.
Bk ITORDAINIA) BY THE cru cOmat.
Section 1: Thai we Coy Council of' the city of Baytown, Texas, hereby authorizes the City
Manager to execute and the City Clerk to attest to a License Agreement with the Baytown, Historical
Preservation Associallon to allow the Ben Bmwn House to be moved to dw Repblic "Texas Plaza for use as
part of the Republic of'rexas Plaza public tom's and to pronume to Me puWic the QW, or Me City of
Baytown. A copy ol'said agreement is attached hereto, marked Exhibh "A,"nrid nindea hart hereof I'lor all
intents and purposes.
Smthn 2: "Ills ordinance shall take effect immedimely Rvrn and of its passage by the City
Council of tile ("ity of Baytown.
IN'] RODUCFD, READ and PASSED by the allArnative vote oft ity Council of' the city of
Baytown this the 23"' day off4overnber, 2011).
I•
STYPI ll N If. DOWARLOS, Mayor
- 4�yl
5 Gli-i'liAMIREZ, SR, City Al ri cy
6 J,al I c" I I I I ly I )%N(m:cmbN 23AUytown I I is iorica I Pre ierution A sst )cwtion L i Qws�� doc
Exhibit "A"
LICENSE AGREEMENT
THE STATE OF TEXAS
This License Agreement (this "Agreement"), made this the _ day of
2010, by and between Baytown Historical Preservation Association, a non -profit corporation authorized
to do business in the State of Texas, (the "Association") and the City of Baytown, Texas, being a body
corporate and politic in the State of Texas (the "City).
WITNESSETH
WHEREAS, the City is the owner of the Republic of Texas Plaza located at 5117 North Main
Street in Baytown, Harris County, Texas and more particularly described in Exhibit "A," which is
attached hereto and incorporated herein for all intents and purposes (the "Property'); and
WHEREAS, the Association desires to cause to be moved the Bert Brown House on the Property
to use as part of the Republic of Texas public tours and to promote to the public the history of City of
Baytown (the "Project'j; and
WHEREAS, the City is willing to grant the Association a non - exclusive license for use of the
Property as expressed herein; and
NOW THEREFORE, for and in consideration expressed herein, the receipt of which is hereby
acknowledged and intending to be legally bound, the parties agree as follows:
I . License. The City hereby grants to the Association the privilege, license and authority to
enter upon the Property and place the Bert Brown House thereon at the location shown on Exhibit "A"
and to perform the obligations required in Section 3. Nothing contained herein, however, shall be deemed
to grant the Association the right to make any alterations or improvements to the Property without the
prior written consent of the City Manager. This License is expressly contingent upon the Association's
performance of services required herein.
2. Restricted Use. The Property and the Bert Brown House shall be used solely as part of
the Republic of Texas public tours and to promote to the public the history of City of Baytown and for no
other purpose. The Association shall not, without the prior written consent of the City Manager.
a. display, stock, offer to sell, or sell, or permit the displaying, stocking, offering for sale, or
sale of any alcoholic beverages, including beer and wine, in, on, or from the Property;
C. place or maintain or permit the placing or maintaining of any sign or advertising device
of any kind on the exterior walls or roof of the Bert Brown House, without obtaining the
prior written consent of the City;
d. commit or permit any act or acts in or on the Property in any manner that will increase
the existing fire, liability, and other insurance rates or that will cause a cancellation of
any insurance policy covering the improvements on the Property. Association shall not
keep, hold, store, use, or sell in or on the Property any product or article prohibited by the
standard fire insurance policy, as it now exists or may later provide, covering the
improvements on the property or permit or suffer any such product or article to be kept,
License Asreement. Page 1
held, stored, used, or sold in or on the Property. Association will, at its sole expense,
comply with all requirements of City's insurance carriers necessary for the continued
maintenance of reasonable fire and liability insurance covering the Property;
e. permit any objectionable or unpleasant odors to emanate from the Property; permit
smoking, drugs, alcohol, or concealed weapons on any portion of the Property, place or
permit any loud speaker or amplifier or otherwise allow any objectionable noises or
vibrations to emanate from the Property; or take or permit any other conduct that in the
exclusive judgment of City would constitute a nuisance or would disturb or endanger
other tenants or neighbors or unreasonably interfere with their use of their respective
properties; and
E use the Property for office space of the Association or any other person or entity. Any
consent to the use of office space shall be limited so that such use and the square footage
of such use is incidental to the main purpose for which the Bert Brown House is located
on the Property, which is for public tours and for promoting to the public the history of
City of Baytown.
3. Association's obligations. In consideration of the Association being granted the license
as expressed in Section 1 hereinabove, the Association shall, at its sole cost and expense,
a. pay all costs and expenses associated with moving the Bert Brown House on the
PropertY!,
b. provide the City with certificates of insurance from the Association's contractor
conducting the move of the house onto the Property, containing the following policies
with an admitted carrier.
1) commercial general liability policy,
2) workers' compensation policy and
3) business automobile liability policy
with limits as determined appropriate by the City's Risk Manager, evidencing a waiver of
subrogation for all policies; naming the City, its officers, agents and employees as an
additional insured on all liability policies; and providing a 30-day notice of cancellation;
C. provide the City with the Association's certificates of insurance evidencing a commercial
general liability policy with an admitted carrier in acceptable limits as determined
appropriate by the City's Risk Manager, naming the City, its officers, agents and
employees as an additional insured; and providing a 30-day notice of cancellation;
d. restore the Bert Brown House so that the same may be used as part of the Republic of
Texas public tours and to promote to the public the history of City of Baytown;
e. maintain the Bert Brown louse during the term of this license to the same standards used
by the City for other municipal facilities;
f. exercise appropriate care, prudence and diligence in performing its obligations under this
License in order to act in accordance with community goals and in the highest public
interest;
Licari Aarcement. Page 2
g, pay all property taxes, special assessments, and governmental charges of any land, if any,
imposed on the Property during the term, including any special assessments imposed on
or against the Property for placing the structure thereon;
h. pay for all utility services provided to the Bert Brown House, including telephone,
electricity, natural gas, water, sewer, garbage and the like.
4. Reporting. The Association hereby agrees that it will report to the City concerning the
progress of the move, the restoration process, as well as the public tour and visitor activities upon request
of the City Manager. Such report concerning the activities of the Republic of Texas Plaza shall be made
at least annually and shall include its restoration progress, usage, a description of the programs and
activities, how the same were advertised, special exhibits, and other items as may be requested by the City
Manager.
5. Inspection. The City shall have the right at all reasonable times to enter the Bert Brown
House to inspect the same to ensure that it is in compliance with all applicable building codes and that the
services required of the Association herein are being performed.
b. No conveyance of interest. By this Agreement, the City does not grant any interest in
the Property to the City, besides a mere license for the express purpose of placing the Bert Brown house
thereon and using the same as described in Section 3.d hereinabove.
7. Tenor. This Agreement shall remain in effect for five (5) years from the date of
execution hereof by the City Manager. This License shall automatically renew unless terminated in
accordance with Section 8.
S. Termination. The City, besides all other rights or remedies it may have, may terminate
this License with cause upon given thirty (30) days' written notice to the Association or without cause
upon giving ninety (90) days' written notice to the Association. Prior to the date of termination, the
Association shall move the Bert Brown House from the Property. If the house is not moved on or before
the date of termination, the house will be considered abandoned by the Association and the City may use
or dispose of it as it determines is in its best interest.
9. Damage. If the Bert Brown House is damaged or destroyed by fire, tornado, or other
casualty, regardless of its cause, the Association must immediately give the City written notice of the
extent of the damage or destruction. Thereafter, the City shall inspect the structure and shall make a
determination as to whether the Association (i) will be afforded the opportunity to repair or (ii) must
remove the structure from the Property or have the same demolished. All repair, removal or demolition
work ordered by the City must be fully performed within 30 days from the date the Association receives
notice of the required action, unless additional time is granted by the City in writing. If the Association is
afforded the opportunity to repair and fails to timely repair as determined by the City's Chief Building
Official, the Association shall remove the structure from the property or have the same demolished. If the
Association is required to remove the structure from the Property or demolish the some and fails to timely
do so, the City may cause the same to be demolished at the Association's sole cost and expense. Failure
to pay the expenses incurred by the City within 30 days of the Association's receipt of an invoice therefor
shall result in interest being accreted in accordance with Section 2251.025 of the Texas Government Code.
10. Waiver. The decisions of the City shall be final and binding upon the Association and
all others claiming by and through the Association. For the consideration of the privilege to use the
Property, the Association hereby waives any and all right of appeal to a court of law or any other tribunal,
council, board or commission. The waiver provided for in this paragraph shall not expire but shall survive
the expiration or termination of this License.
Ucenae Agreement. Page 3
11. No consent to litigation. By this Agreement, the City does not consent to litigation or
suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms
of this Agreement or any other contract or agreement, any charter, or applicable state law.
12. No right of arbitration. Notwithstanding anything to the contrary or apparent contrary
contained in this Agreement, the Association and the City agree that no claims or disputes between the
Association and the City arising out of or relating to this Agreement to any of the work shall be decided
by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration
Act (9 U.S.C. §§ 1 -14) or any applicable state arbitration statute, including, but not limited to, the Texas
General Arbitration Act, Texas Revised Civil Statutes, Title 10, articles 224 through 24943, provided
that in the event that the City is subject to an arbitration proceeding notwithstanding this provision, the
Association consents to be joined in the arbitration proceeding if the Association's presence is required or
requested by the City for complete relief to be recorded in the arbitration proceeding.
13. Access control. The Association shall have the obligation to prohibit or otherwise
restrict access to the Property by members of the public during the house moving and placement
activities.
14. Entire Agreement. It is understood that this Agreement contains the entire agreement
between the parties and supersedes any and all prior agreements, arrangements or understandings between
the parties relating to the subject matter. No oral understandings, statements, or promises shall be binding
on the parties hereto, unless the same are reduced to writing and validly executed by both parties. No
verbal agreement or conversation with any officer, agent, or employee of the Association, either before or
after the execution of this Agreement, shall affect or modify any of the terms or obligations hereunder.
15. Severability. In the event that any provision of this Agreement is found to be invalid or
unenforceable, the validity and enforceability of the remainder of this Agreement shall not be affected
thereby, and each other term of this Agreement shall be valid and enforced to the fullest extent permitted
by law.
16. Binding effect. This Agreement and all obligations, rights, liberties, privileges, licenses
and authorizations granted herein, as well as all representations, warranties, and obligations shall be
binding upon and run to the benefit of Association, the City, and their respective successors and assigns.
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the
City and the Association only.
17. Assignment. The Association shall not assign, sell or otherwise transfer any of its rights
of obligations under this Agreement, in whole or in part, without the written consent of the City.
18. Choice of law and venue. This Agreement shall in all respects be interpreted and
construed in accordance with and governed by the laws of the State of Texas, regardless of the place of
execution or performance. The place of making and the place of performance for all purposes shall be
deemed to be Baytown, Harris County, Texas.
19. Compliance with all applicable laws. The Association shall comply with all rules,
regulations, and laws of the United States of America, the State of Texas, and all laws, regulations, and
ordinances of the City of Baytown as they now exist or may hereafter be enacted or amended.
20. Independent Contractor. It is expressly agreed and understood by all parties hereto that
Association is an independent contractor in its relationship to the City. Nothing herein contained at any
time or in any manner shall be construed to effect a contract of partnership or joint venture or render any
party hereto the employer or master of any other party and/or its employees, agents or representatives.
Page 4
21. Notice. All notices required to be given hereunder shall be given in writing either by
telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of
the parties set forth herein or at such other address as may be designated in writing by either party.
Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the
following addresses:
ASSOCIATION
BAYTOWN HISTORICAL PRESERVATION ASSOCIATION
Attn: Wybra Holland
P.O. Box 1244
Baytown, TX 77522 -1244
Fax: (
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: (281) 420 -6586
22. Non - waiver. Failure of either party hereto to insist on the strict performance of any of
the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of
performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate
remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring
as a result of any future default or failure of performance.
23. Headings. The paragraph headings are used in this Agreement for convenience and
reference purposes only and are not intended to define, limit or describe the scope or intent of any
provision of this Agreement and shall have no meaning or effect upon its interpretation.
24. Authority. The individuals executing this Agreement warrant and represent that they are
duly authorized to execute this Agreement on behalf of Association and the City as binding act and
agreement of Association and the City, respectively.
25. Agreement read. The parties acknowledge that they have read, understand and intend to
be bound by the terns and conditions of this Agreement.
26. Ambiguities. In the event of any ambiguity in any of the terms of this contract, it shall
not be construed for or against any party hereto on the basis that such party did or did not author the same.
27. Multiple originals. It is understood and agreed that this Agreement may be executed in
a number of identical counterparts each of which shall be deemed an original for all purposes.
License Agreement Page 5
IN WITNESS WHEREOF, the undersigns have executed this Agreement as of this the
day of _'2010.
BAYTOWN HISTORICAL PRESERVATION
ASSOCIATION
By: 2 � ��k
Signatuff
Printed Name
Title
CITY OF BAYTOWN, TEXAS
By:
GARRISON C. BRUMBACK, City Manager
ATTEST:
LETICI.A GARZA, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
STATE OF TEXAS
COUNTY OF HARRIS
Before me, a,--, i LA, , the undersigned notary public, on this day personally
appeared o a ►n his/her capacity as _ ?rest de -%,V of
Baytown Hi orical Preservation Association, on behalf of such non - profit corporation,
known to me;
proved to me on the oath of - 2 S r. ; or
proved to me through his/he current
{description of identification card or other document issued by the federal government or
any state government that contains the photograph and signature of the acknowledging
person}
License Agreement, Page 6
(check one)
to be the person whose name is subscribed to the foregoing; instrument, and acknowledged to me that
he/she executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this i Qf�day of NcPjt r ,6Aji— , 2010.
tary Public in an for the tc of
Texas
JAN HERRINOStSEY
• No" POk, ftb of Tuu
Lomminka Espbtt May 21, 2017
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License Agreement, Page 7
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LICENSE AGREEMENT
THE STATE OF TEXAS §
COUNTY OF HARRIS § //O>>11 •
This License Agreement(this"Agreement"),made this the./ day of
2010, by and between Baytown Historical Preservation Association, a non-profit corporation authorized
to do business in the State of Texas, (the "Association") and the City of Baytown, Texas, being a body
corporate and politic in the State of Texas(the"City").
WITNES SETH
WHEREAS, the City is the owner of the Republic of Texas Plaza located at 5117 North Main
Street in Baytown, Harris County, Texas and more particularly described in Exhibit "A," which is
attached hereto and incorporated herein for all intents and purposes(the"Property");and
WHEREAS,the Association desires to cause to be moved the Bert Brown House on the Property
to use as part of the Republic of Texas public tours and to promote to the public the history of City of
Baytown(the"Project");and
WHEREAS, the City is willing to grant the Association a non-exclusive license for use of the
Property as expressed herein;and
NOW THEREFORE, for and in consideration expressed herein, the receipt of which is hereby
acknowledged and intending to be legally bound,the parties agree as follows:
1. License. The City hereby grants to the Association the privilege,license and authority to
enter upon the Property and place the Bert Brown House thereon at the location shown on Exhibit "A"
and to perform the obligations required in Section 3. Nothing contained herein,however, shall be deemed
to grant the Association the right to make any alterations or improvements to the Property without the
prior written consent of the City Manager. This License is expressly contingent upon the Association's
performance of services required herein.
2. Restricted Use. The Property and the Bert Brown House shall be used solely as part of
the Republic of Texas public tours and to promote to the public the history of City of Baytown and for no
other purpose. The Association shall not,without the prior written consent of the City Manager:
a. display, stock,offer to sell,or sell,or permit the displaying, stocking,offering for sale,or
sale of any alcoholic beverages,including beer and wine,in,on,or from the Property;
c. place or maintain or permit the placing or maintaining of any sign or advertising device
of any kind on the exterior walls or roof of the Bert Brown House,without obtaining the
prior written consent of the City;
d. commit or permit any act or acts in or on the Property in any manner that will increase
the existing fire, liability, and other insurance rates or that will cause a cancellation of
any insurance policy covering the improvements on the Property. Association shall not
keep,hold, store,use,or sell in or on the Property any product or article prohibited by the
standard fire insurance policy, as it now exists or may later provide, covering the
improvements on the property or permit or suffer any such product or article to be kept,
License Agreement,Page 1
held, stored, used, or sold in or on the Property. Association will, at its sole expense,
comply with all requirements of City's insurance carriers necessary for the continued
maintenance of reasonable fire and liability insurance covering the Property;
e. permit any objectionable or unpleasant odors to emanate from the Property; permit
smoking, drugs, alcohol, or concealed weapons on any portion of the Property; place or
permit any loud speaker or amplifier or otherwise allow any objectionable noises or
vibrations to emanate from the Property; or take or permit any other conduct that in the
exclusive judgment of City would constitute a nuisance or would disturb or endanger
other tenants or neighbors or unreasonably interfere with their use of their respective
properties;and
f. use the Property for office space of the Association or any other person or entity. Any
consent to the use of office space shall be limited so that such use and the square footage
of such use is incidental to the main purpose for which the Bert Brown House is located
on the Property, which is for public tours and for promoting to the public the history of
City of Baytown.
3. Association's obligations. In consideration of the Association being granted the license
as expressed in Section 1 hereinabove,the Association shall,at its sole cost and expense,
a. pay all costs and expenses associated with moving the Bert Brown House on the
Property;
b. provide the City with certificates of insurance from the Association's contractor
conducting the move of the house onto the Property, containing the following policies
with an admitted carrier:
1) commercial general liability policy,
2) workers' compensation policy and
3) business automobile liability policy
with limits as determined appropriate by the City's Risk Manager; evidencing a waiver of
subrogation for all policies; naming the City, its officers, agents and employees as an
additional insured on all liability policies; and providing a 30-day notice of cancellation;
c. provide the City with the Association's certificates of insurance evidencing a commercial
general liability policy with an admitted carrier in acceptable limits as determined
appropriate by the City's Risk Manager; naming the City, its officers, agents and
employees as an additional insured; and providing a 30-day notice of cancellation;
d. restore the Bert Brown House so that the same may be used as part of the Republic of
Texas public tours and to promote to the public the history of City of Baytown;
e. maintain the Bert Brown house during the term of this license to the same standards used
by the City for other municipal facilities;
f. exercise appropriate care,prudence and diligence in performing its obligations under this
License in order to act in accordance with community goals and in the highest public
interest;
License Agreement,Page 2
•
g. pay all property taxes, special assessments,and governmental charges of any kind,if any,
imposed on the Property during the term, including any special assessments imposed on
or against the Property for placing the structure thereon;
h. pay for all utility services provided to the Bert Brown House, including telephone,
electricity,natural gas,water, sewer,garbage and the like.
4. Reporting. The Association hereby agrees that it will report to the City concerning the
progress of the move,the restoration process,as well as the public tour and visitor activities upon request
of the City Manager. Such report concerning the activities of the Republic of Texas Plaza shall be made
at least annually and shall include its restoration progress, usage, a description of the programs and
activities,how the same were advertised,special exhibits,and other items as may be requested by the City
Manager.
5. Inspection. The City shall have the right at all reasonable times to enter the Bert Brown
House to inspect the same to ensure that it is in compliance with all applicable building codes and that the
services required of the Association herein are being performed.
6. No conveyance of interest. By this Agreement, the City does not grant any interest in
the Property to the City, besides a mere license for the express purpose of placing the Bert Brown house
thereon and using the same as described in Section 3.d hereinabove.
7. Term. This Agreement shall remain in effect for five (5) years from the date of
execution hereof by the City Manager. This License shall automatically renew unless terminated in
accordance with Section 8.
8. Termination. The City, besides all other rights or remedies it may have, may terminate
this License with cause upon given thirty (30) days' written notice to the Association or without cause
upon giving ninety (90) days' written notice to the Association. Prior to the date of termination, the
Association shall move the Bert Brown House from the Property. If the house is not moved on or before
the date of termination,the house will be considered abandoned by the Association and the City may use
or dispose of it as it determines is in its best interest.
9. Damage. If the Bert Brown House is damaged or destroyed by fire, tornado, or other
casualty, regardless of its cause, the Association must immediately give the City written notice of the
extent of the damage or destruction. Thereafter, the City shall inspect the structure and shall make a
determination as to whether the Association (i) will be afforded the opportunity to repair or (ii) must
remove the structure from the Property or have the same demolished. All repair, removal or demolition
work ordered by the City must be fully performed within 30 days from the date the Association receives
notice of the required action,unless additional time is granted by the City in writing. If the Association is
afforded the opportunity to repair and fails to timely repair as determined by the City's Chief Building
Official,the Association shall remove the structure from the property or have the same demolished. If the
Association is required to remove the structure from the Property or demolish the same and fails to timely
do so,the City may cause the same to be demolished at the Association's sole cost and expense. Failure
to pay the expenses incurred by the City within 30 days of the Association's receipt of an invoice therefor
shall result in interest being accrued in accordance with Section 2251.025 of the Texas Government Code.
10. Waiver. The decisions of the City shall be final and binding upon the Association and
all others claiming by and through the Association. For the consideration of the privilege to use the
Property,the Association hereby waives any and all right of appeal to a court of law or any other tribunal,
council,board or commission. The waiver provided for in this paragraph shall not expire but shall survive
the expiration or termination of this License.
License Agreement,Page 3
11. No consent to litigation. By this Agreement, the City does not consent to litigation or
suit,and the City hereby expressly revokes any consent to litigation that it may have granted by the terms
of this Agreement or any other contract or agreement,any charter,or applicable state law.
12. No right of arbitration. Notwithstanding anything to the contrary or apparent contrary
contained in this Agreement, the Association and the City agree that no claims or disputes between the
Association and the City arising out of or relating to this Agreement to any of the work shall be decided
by any arbitration proceeding including,without limitation, any proceeding under the Federal Arbitration
Act(9 U.S.C. §§ 1-14) or any applicable state arbitration statute, including, but not limited to,the Texas
General Arbitration Act, Texas Revised Civil Statutes, Title 10, articles 224 through 249-43, provided
that in the event that the City is subject to an arbitration proceeding notwithstanding this provision, the
Association consents to be joined in the arbitration proceeding if the Association's presence is required or
requested by the City for complete relief to be recorded in the arbitration proceeding.
13. Access control. The Association shall have the obligation to prohibit or otherwise
restrict access to the Property by members of the public during the house moving and placement
activities.
14. Entire Agreement. It is understood that this Agreement contains the entire agreement
between the parties and supersedes any and all prior agreements,arrangements or understandings between
the parties relating to the subject matter. No oral understandings,statements,or promises shall be binding
on the parties hereto, unless the same are reduced to writing and validly executed by both parties. No
verbal agreement or conversation with any officer,agent,or employee of the Association, either before or
after the execution of this Agreement,shall affect or modify any of the terms or obligations hereunder.
15. Severability. In the event that any provision of this Agreement is found to be invalid or
unenforceable, the validity and enforceability of the remainder of this Agreement shall not be affected
thereby, and each other term of this Agreement shall be valid and enforced to the fullest extent permitted
by law.
16. Binding effect. This Agreement and all obligations,rights, liberties,privileges, licenses
and authorizations granted herein, as well as all representations, warranties, and obligations shall be
binding upon and run to the benefit of Association, the City, and their respective successors and assigns.
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the
City and the Association only.
17. Assignment. The Association shall not assign, sell or otherwise transfer any of its rights
of obligations under this Agreement,in whole or in part,without the written consent of the City.
18. Choice of law and venue. This Agreement shall in all respects be interpreted and
construed in accordance with and governed by the laws of the State of Texas, regardless of the place of
execution or performance. The place of making and the place of performance for all purposes shall be
deemed to be Baytown,Harris County,Texas.
19. Compliance with all applicable laws. The Association shall comply with all rules,
regulations, and laws of the United States of America, the State of Texas, and all laws, regulations, and
ordinances of the City of Baytown as they now exist or may hereafter be enacted or amended.
20. Independent Contractor. It is expressly agreed and understood by all parties hereto that
Association is an independent contractor in its relationship to the City. Nothing herein contained at any
time or in any manner shall be construed to effect a contract of partnership or joint venture or render any
party hereto the employer or master of any other party and/or its employees,agents or representatives.
License Agreement,Page 4
21. Notice. All notices required to be given hereunder shall be given in writing either by
telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of
the parties set forth herein or at such other address as may be designated in writing by either party.
Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the
following addresses:
ASSOCIATION
BAYTOWN HISTORICAL PRESERVATION ASSOCIATION
Attn: Wybra Holland
P.O. Box 1244
Baytown,TX 77522-1244
Fax: ( )
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown,TX 77522
Fax: (281)420-6586
22. Non-waiver. Failure of either party hereto to insist on the strict performance of any of
the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of
performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate
remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring
as a result of any future default or failure of performance.
23. Headings. The paragraph headings are used in this Agreement for convenience and
reference purposes only and are not intended to define, limit or describe the scope or intent of any
provision of this Agreement and shall have no meaning or effect upon its interpretation.
24. Authority. The individuals executing this Agreement warrant and represent that they are
duly authorized to execute this Agreement on behalf of Association and the City as binding act and
agreement of Association and the City,respectively.
25. Agreement read. The parties acknowledge that they have read,understand and intend to
be bound by the terms and conditions of this Agreement.
26. Ambiguities. In the event of any ambiguity in any of the terms of this contract, it shall
not be construed for or against any party hereto on the basis that such party did or did not author the same.
27. Multiple originals. It is understood and agreed that this Agreement may be executed in
a number of identical counterparts each of which shall be deemed an original for all purposes.
License Agreement,Page 5
1
IN WITNESS WHEREOF, the undersigns have executed this Agreement as of this the
day of 7 ,2010.
BAYTOWN HISTORICAL PRESERVATION
ASSOCIATION
By: !f/
Signat
l/y,5.f-,4 7L A//<,
Printed Name
/D/L.'`�/.leis -
Title
CITY OF B 0 , EX
;cp is By:
i �� % G SON . BRUM K,City Manager
U l
A cE t 7�-\ q:
�i +e,
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III '�` ijo
j►.'_ =rr OA
LETICIA : •114 A, r 4 lerk
APPROVED AS TO FORM:
lillel
�I ACIO RAMIREZ, SR., ity ttorney
STATE OF TEXAS §
§
COUNTY OF HARRIS §
Before me, 3'c -, _q c � , the undersigned notary public, on this day personally
appeared Wtqibra. t. J IA0tlG his/her capacity as lPre6,cd.2rti� of
Baytown His4torical Preservation Association,on behalf of such non-profit corporation,
known to me; ,
K proved to me on the oath of I q Yrw 4D -R.-m .eZ, S Y'. ; or
proved to me through his/her' current
{description of identification card or other document issued by the federal government or
any state government that contains the photograph and signature of the acknowledging
person}
License Agreement,Page 6
ti
(check one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this l"11 day of NC5Ire 10-Qv _ ,2010.
4.Q,.., — .• k.
Lary Public in d for the •tt to of
Texas
.r•S`""C'• JAN HERRING-SEELEY In .a-L.J
0; • Notary Public,State of Texas � 3
My commission expires: o� de
Commiuloa Expires May 20,2013
R:\Karen\Files\Contracts\Republic of Texas License\LicenseAgreement.doc
License Agreement,Page 7
1 Exhibit "A"
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