HomeMy WebLinkAboutContract 52132 CITY SECRETARY
CONTRACT NO..
LICENSE AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND
DAGGETT SOUTHSIDE HOLDINGS,LLC
THIS LICENSE AGREEMENT("Agreement")is made and entered into by and between the CITY
OF FORT WORTH, a home rule municipal corporation of the State of Texas ("Licensee") and
DAGGETT SOUTHSIDE HOLDINGS,LLC,a limited liability corporation,("Licensor').
WHEREAS, Licensor and Licensee wish for Licensee to license space from Licensor at 209 St.
Louis Avenue,Suite 104, Fort Worth, Texas 76104 to be used as an office for the Fort Worth Police
Department; and
NOW, THEREFORE, in consideration of the covenants and agreements contained in this
Agreement,Licensor and Licensee hereby agree as follows:
1. Licensed Premises, Use of Premises. For and in consideration of the agreements of the parties
expressed herein,Licensor does hereby grant to Licensee the use of approximately 250 square feet of space
located at 209 St.Louis Avenue,Fort Worth,Texas 76104 as set forth in greater detail in Exhibits A and B,
which are attached hereto and incorporated herein("Premises").The Premises will be used solely as a break
area and occasional office space(not open to the general public)for the Fort Worth Police Department and
for no other purpose.
2. Term and License Fee.
2.1. Primary Term. Unless terminated earlier pursuant to the terms herein,the initial term of
this Agreement shall be effective beginning on the 18d'day of March,2019 and ending on the September
30,2019("Primary Term").
2.2. Renewals. Subject to Licensee not being in default under this Agreement,This agreement
provides for two (2) automatic one (1) year renewals at the end of the.primary term unless either party
provides thirty(30)days' prior written notice otherwise.The first renewal expires on September 30,2020.
The second renewal expires on September 30,2021.
2.3. Holdover Tenancy. Unless terminated earlier pursuant the terms herein,this Agreement
will expire without further notice upon the expiration of all renewals. Any holding over by Licensee after
the renewals expire will not constitute a renewal of the Agreement or give Licensee any rights under the
Agreement in or to the Premises,except as a tenant at will.
2.4. License Fee. Licensee agrees and shall pay to the Licensor as base rent for the Premises
during the said Term,the total sum of 0.00.
3. Condition of the Premises. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES IT
HEREBY ACCEPTS THE PREMISES,AS IS, WHERE IS,AND WITHOUT ANY WARRANTIES OF
WHATEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENTION OF THE LICENSOR
AND LICENSEE TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR
IMPLIED, IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTY OF SUITABILITY, AND THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR ANY PARTICULAR PURPOSE, CONTAINED IN OR CREATED BY ANY
APPLICABLE LAW OF THE STATE OF TEXAS.
ICENSE AGREEMENT BETWEEN
AGGETT SOUTH SIDE,LLC& OF; y F$ECURD
A 0 4�G�ti(P ITY OF FORT WORTH e�PAGE 1,,.RET ARy
s FT WORTH,TIC
4. Security Deposit. Licensor and Licensee each acknowledge and agree that no security deposit for
the Premises has been received by the Licensor from Licensee, and therefore, the Licensor shall have no
obligation to refund any such amounts to Licensee upon the termination of this Agreement.
5. Utilities and taxes. All utilities and taxes related to the Premises will be paid by the Licensor.
6. Repairs and Maintenance. If deemed necessary or desirable by Licensor, any such repairs
(including structural repairs) or general maintenance shall be Licensor's sole responsibility and expense.
Licensee shall maintain the Premises as necessary to serve Licensee's purposes hereunder.Notwithstanding
the foregoing,Licensor shall not be obligated to make any repair necessitated by the negligence of Licensee
or by any breach of this Agreement by Licensee.
7. Alterations,Improvements and Sianage. Licensee shall make no alterations or improvements to
the Premises without the prior written consent of the Licensor. Any Licensee improvements approved by
the Licensor and made by Licensee after the Effective Date which remain on the Premises after the
termination of this Agreement may become the property of the Licensor and may be disposed of as the
Licensor may determine with no liability or obligation to Licensee.Licensee agrees to install signage,at the
cost to the Licensee and per design approval by Licensor, on the windows of the Premises facing Daggett
Avenue and St.Louis Avenue designating the Premises as the Fort Worth Police Department.
8. Right of Entry. Upon request of the Licensor, Licensee agrees to cooperate with the Licensor to
accommodate the Licensor's conduct of surveys, environmental site assessments, geotechnical
assessments,subsurface utility investigations of the Premises(including structures)and show the Premises
to prospective tenants, buyers or lenders so long as such assessments, investigations or showings do not
unreasonably interfere with Licensee's use of the Premises,as determined in Licensee's sole discretion.
9. Insurance.
9.1. The Licensor shall have no contractual obligation to insure the Premises or any of
Licensee's personal property located thereon or therein.
9.2. Licensee is a self-funded entity and as such may not maintain a commercial liability
insurance policy to cover premises liability. Damages for which Licensee would ultimately be found liable
would be paid directly and primarily by the Licensee and not by a commercial insurance company.
9.3. In the event the Premises or Licensee's contents or personalty located thereon or therein
are damaged or destroyed by fire or other casualty for which insurance is maintained by Licensee,the rights
of Licensee against the Licensor with respect to such damage or destruction or claim are waived;al l rights
of subrogation in favor of any other third party are waived;all policies of insurance shall contain a clause or
endorsement providing in substance that the insurance shall not be prejudiced if the Licensee has waived
right of recovery from any person or persons prior to the date and time of loss or damage,if any. The failure
of Licensee to obtain such endorsements,however,shall not negate or otherwise adversely affect the waiver
of subrogation herein set forth, which waiver in all instances shall be binding upon the Licensee and its
respective insurers,as well as any other person asserting a claim by,through or under Licensee.
10. Indemnity.Limitation of Right of Recovery against Licensor. To the extent permitted by law,
Licensee agrees to indemnify and hold harmless the Licensor and its agents, attorneys, employees,
contractors,representatives,officers,directors,and related parties(the"Licensor Indemnified Parties")of
and from any claim, assertion, demand, right, or cause of action arising out of Licensee's use of the
LICENSE AGREEMENT BETWEEN
DAGGETT SOUTH SIDE,LLC&
CITY OF FORT WORTH PAGE 2
Premises or the performance of this Agreement. Nothing contained herein shall ever be construed so as to
require Licensee to assess, levy and collect any tax to find its obligations under this Section, or any other
indemnification obligation in this Agreement. Except for the gross negligence or willful misconduct of
Licensee, or a breach of this Agreement by Licensee or its agents, attorneys, employees, contractors,
representatives,officers,directors,and related parties,Licensor hereby indemnifies Licensee or its agents,
attorneys,employees,contractors,representatives,officers,directors,and related parties against all claims,
assertions,demands,rights,or causes of action which(i)arise from or in connection with the common areas
of the "Project" in which the Premises is located; or (ii) result from the gross negligence or willful
misconduct of Licensor or its agents,attorneys,employees,contractors,representatives,officers,directors,
and related parties.
There shall be no personal liability of Licensor in respect to any of the terms of this Agreement. It is
expressly understood and agreed that any money judgment against Licensor resulting from any default or
other claim arising under this Agreement shall be satisfied only out of the rents, issues, profits and other
income (collectively "income") actually received from the operation of the Project, and no other real,
personal or mixed property of Licensor(the term"Licensor"for purposes of this paragraph on ly shall mean
any and all members and any and all partners, both general and/or limited, if any, which comprise
Licensor),wherever situated,shall be subject to levy on any judgment obtained against Licensor and if such
income is insufficient for the payment of such judgment,Licensee shall not institute any further action,suit,
claim or demand, in law or in equity,against Licensor for or on the account of such deficiency. Licensee
hereby waives, to the fullest extent permitted by law, any right to satisfy a money judgment against
Licensor except from income received by Licensor from the operation of the Project.
11. Environmental Matters.
11.1. For purposes of this Agreement, "Hazardous Materials" means and includes those
substances deemed hazardous, toxic or dangerous under any Hazardous Material Law (defined below),
including, without limitation, asbestos or any substance containing asbestos, the group of organic
compounds known as polychlorinated biphenyls, flammable explosives, radioactive materials, chemicals
known to cause cancer or reproductive toxicity, pollutants, effluents, petroleum and fuels derived
therefrom, contaminants, emissions or related materials, and any items included in the definition of
hazardous or toxic waste, materials, chemical compounds or substances under any Hazardous Material
Law. "Hazardous Material Laws" collectively means and includes any present or future local, state or
federal law or treaty,and any amendments thereto,including any common law doctrine of liability,relating
to the environment,environmental protection or environmental conditions,including,without limitation,(i)
the Endangered Species Act of 1973, 16 U.S.C.§§ 1531 et seq.("ESA"),as amended from time to time;(ii)
the Solid Waste Disposal Act,42 U.S.C. §§6901 et seq.,as amended from time to time,including,without
limitation, as amended by the Resource Conservation and Recovery Act of 1976 ("RCRA") and the
Hazardous and Solid .Waste Amendment of 1984; (iii) the Comprehensive Environmental Response,
Compensation and Liability Act of 1980("CERCLA"),42 U.S.C.§§9601 et seq.,as amended from time to
time, including,without limitation,as amended by the Superfund Amendments and Reauthorization Act of
1986("SARA");(iv)the Federal Water Pollution Prevention and Control Act,33 U.S.C.§§ 1251 et seq.,as
amended from time to time;(v)the Air Pollution Prevention and Control Act,42 U.S.C.§§7401 et seq.,as
amended from time to time;(vi)the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.,as amended
from time to time; (vii)the Safe Drinking Water Act,42 U.S.C. §§ 300f-300j, as amended from time to
time; (viii) the Texas Hazard Communication Act, Tex. Health & Safety Code §§ 502.001 et seq., as
amended from time to time; (ix) the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§
361.001,et seq.,as amended from time to time;(x)Chapter 26 of the Texas Water Code,as amended from
time to time;(xi)the Texas Clean Air Act,Tex.Health&Safety Code§§382.001,et seq.,as amended from
LICENSE AGREEMENT BETWEEN
DAGGETT SOUTH SIDE,LLC&
CITY OF FORT WORTH PAGE 3
time to time; and (xii) all rules, regulations, orders and decrees now or hereafter promulgated under any
Hazardous Material Law.
11.2. Licensee shall not allow or permit the Premises to be used for the handling,transportation,
storage,treatment or other use of any Hazardous Material,except those de minimus amounts customarily
found in a police office or used in the operation,maintenance or repair of equipment,and improvements on
the Premises and for cleaning.To the extent allowed by law,Licensee shall protect,indemnify,defend and
hold Licensor harmless for,from and against any and all claims,costs,expenses,suits,judgments,actions,
investigations,proceedings and liabilities arising out of or in connection with any breach of any provisions
of this paragraph or directly or indirectly arising out of the use, generation, storage, release, disposal or
transportation of Hazardous Materials by Licensee, or its respective agents, contractors, employees,
licensees,or invitees,on,under or about the Premises during the Agreement Term or Licensee's occupancy
of Premises,including,but not limited to,all foreseeable and unforeseeable consequential damages and the
cost of any remedial work. Licensee's obligations pursuant to this paragraph shall survive the termination
or expiration of this Agreement. Licensor and its agents, employees and contractors, shall have the right,
but not the obligation,to enter the Premises at all reasonable times to inspect the Premises and Licensee's
compliance with the terms and conditions of this paragraph or to conduct investigations and tests. No prior
notice to Licensee shall be required in the event of an emergency, or if Licensor has reasonable cause to
believe that violations of this paragraph have occurred,or if Licensee consents at the time of entry.
11.3. Licensee shall comply with all Hazardous Material Laws throughout the term of this
Agreement. In the event Licensee should fail to perform such responsibility,the Licensor may do so and to
the extent allowed by law, all costs and expenses incurred by the Licensor shall be reimbursed'to the
Licensor by Licensee.
12. Assignment or Encumbrance.
12.1. Without the prior written consent of the Licensor,which may be withheld in the Licensor's
sole discretion, Licensee may not mortgage, pledge, encumber or assign this Agreement or sublet the
Premises, in whole or in part,to any person,firm, or corporation. Any attempted sublease or assignment
without such consent shall be void and of no effect.
12.2. Licensee agrees to prevent any mechanic's, materialmen's, laborer,or any other lien from
being placed upon all or any portion of the Premises or improvements thereto. In addition to any other
indemnity obligations of Licensee herein, Licensee agrees to hold harmless the Licensor Indemnified
Parties from and against any and all liabilities for damages occasioned by such liens,to the extent allowed
by law.
13. Defaults and Remedies.
13.1. Licensee's failure to perform or observe any covenant or condition of this Agreement shall,
if continuing for thirty(30)days after written notice thereof to Licensee,constitute an"Event of Default"
hereunder.
13.2. This Agreement and the term and estate hereby granted and the demise hereby made are
subject to the limitation that if and whenever any Event of Default shall occur, the Licensor may, at its
option,terminate this Agreement,in which event Licensee shall surrender possession of the Premises to the
Licensor,and in connection therewith the Licensor may enter upon and take possession of the Premises and
expel or remove Licensee after Licensee receives notice of such Event of Default.
LICENSE AGREEMENT BETWEEN
DAGGETT SOUTH SIDE,LLC&
CITY OF FORT WORTH PAGE 4
13.3. In the event the Licensor elects to terminate this Agreement by reason of an Event of
Default,then,notwithstanding such termination,Licensee shall be liable to the Licensor for the sum of any
indebtedness accrued to the date of such termination.
14. Termination. Either party may terminate this agreement without cause by providing 30 day
written notice to the other party.
15. Notices.
15.1. All notices to the Licensor shall be sent to:
Daggett Southside Holdings,LLC
209 St.Louis Avenue
Fort Worth,Texas 76104
Attention: Steven Simmons
15.2. All notices to Licensee shall be sent to:
City of Fort Worth
Property Management Department
900 Monroe,Suite 404
Fort Worth,Texas 76102
Attention: Lease Management
With a copy to:
City of Fort Worth Police Department
Bob Bolen Public Safety Complex
505 West Felix
Fort Worth,Texas 76115
Attention: Planning Manager
City of Fort Worth
City's Attorney Office
200 Texas Street
Fort Worth,Texas 76102
15.3. Mailing of all notices under this Agreement shall be deemed sufficient if mailed certified,
return receipt requested and addressed as specified herein to the other party's address. All time periods
related to any notice requirements specified in this Agreement shall commence upon the terms specified in
the section requiring the notice. In the absence of any such provision,notice shall be deemed effective on
the earlier of actual receipt or three(3)days after mailing.
16. No Options or Ri-ahts of First Refusal. It is expressly agreed and acknowledged that this
Agreement is limited to the Premises. Licensee shall have no rights to use from the Licensor any lands
other than this Premises,and all options or rights of first refusal in and to any portion of the Premises,if any,
are hereby expressly terminated.
17. Entire Agreement; Modification. This Agreement shall constitute the entire agreement of the
Licensor and Licensee, and shall supersede any prior agreements, either oral or written, pertaining to the
LICENSE AGREEMENT BETWEEN
DAGGETT SOUTH SIDE,LLC&
CITY OF FORT WORTH PAGE 5
Premises. This Agreement cannot be changed or modified orally, but only by an instrument in writing
signed by both parties.
18. Waivers. One or more waivers of any covenant,term,or condition of this Agreement by either the
Licensor or Licensee shall not be construed as a waiver of a subsequent breach of the same covenant,term,
or condition. The consent or approval by either the Licensor or Licensee to or of any act by the other party
requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to or
approval of any subsequent similar act.
19. No Partnershin. No provisions of this Agreement shall be deemed or construed to constitute a
partnership or joint venture. Licensee shall have no express or implied right or authority to assume or create
any obligations on behalf of or in the name of the Licensor.
20. Choice of Law, Venue. This Agreement and the relationship created hereby shall be governed by
the laws of the State of Texas. Exclusive venue for any action brought to interpret or enforce the terms of
this Agreement or for any breach shall be in Tarrant County,Texas.
21. Construction.
21.1. Whenever used herein the singular number shall include the plural and the plural number
shall include the singular. Whenever used herein the masculine gender shall include the feminine and
neuter genders and the neuter gender shall refer to any gender.
21.2. Paragraph headings used in this Agreement are intended for convenience only and not
necessarily to describe the intent of a particular Paragraph and therefore shall not be construed as limiting
the effect of any provision of this Agreement.
22. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or construed to
waive either parry's sovereign immunity.
23. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.
24. Effectiveness. This Agreement shall be binding upon the Licensee only when signed by its
Assistant City Manager and shall be of no force and effect until so executed.
25. Time is of the Essence. Time is of the essence of this Agreement and each and every provision
hereof.
[Signatinre Page Follows]
LICENSE AGREEMENT BETWEEN
DAGGETT SOUTH SIDE,LLC&
CITY OF FORT WORTH PAGE 6
EXECUTED this day of 2019.
LICENSEE: LICENSOR:
City of Fort Worth,a home-rule municipal Daggett Southside Holdings,LLC,a limited
co or n of the State of Texas liability corporation.
�— By
Jay Chapa Name:Dr.Steven Simmons _
Assistant City Manager
CONTRACT COMPLIANCE MANAGER
By signing,I acknowledge that I am the person responsible for the monitoring and administration of this
contract, including ensuring all performance and reporting requirements.
Name: CZ A", o". E'B.L--
Title: 'Sr (Play)44 '
APPROVED AS TO FORM AND LEGALITY:
�zh 14 1.4 I(AIMA
By:
eann Guzman
Senior Assistant City Attorney
ATTEST: 0�''' T
U: �3
By: 2
ary ayser
City Secretary
Form 1295:Not requiredAS
M&C:Not Required
LICENSE AGREEMENT BETWEEN
DAGGETT SOUTH SIDE,LLC& OFFICIA7L RECORD2
CITY OF FORT WORTH
CI11fftET14l"
FT. woRTH,Tx
Exhibit"A"
Map of Area
Biulding is new construction
- r max-•. �;- ,� - `�'—` ri15A'�- -- �
i• i 41
� ,� { �s,�:;l,.., � :i5lt{I Ga��G"•'U411d 1 i
fit �, ♦I�r�- wJ a .� r' rrf= '+
— '•t!"�',w_i �1 ��r. 1r.t.+ 31 I � •I .s,.�'I •1 1iir.ifl� e }.j' ;1 '�{ •I
4 A '`I�._ , I lY D.••- '.� .tag c.t�.
it
.�C��tC;(.� r ■ ,I � � Y .d•J� )i S t i 1 _ rr+ Air,�.
_ �i t., t •
�7 I 01ir
v 0 �. �• ; ti,
14
LICENSE AGREEMENT BETWEEN
DAGGETT SOUTH SIDE,LLC&
CITY OF FORT WORTH PAGE 8
Exhibit`B"
Floorplan
7. 7
sI Al IrIFp;
i
To
: t
LICENSE AGREEMENT BETWEEN
DAGGETT SOUTH SIDE,LLC&
CITY OF FORT WORTH PAGE 9