HomeMy WebLinkAboutContract 52445 RECEIVED CITY SECRETARY
uuu 2 1 2019 CONTRACT N0. 5a 4.4 5
LICENSE AGREEMENT BETWEEN
CITY OF FORT WORTH THE CITY OF FORT WORTH AND
CITY SECRETARY BURNETT LOFTS,LLC
This License Agreement ("Agreement") is entered into this of ,
2019 ("Effective Date") by and between the City of Fort Worth, Texas, a e-rule municipal
corporation of the State of Texas ("City"), and Burnett Lofts, LLC, a Texas limited liability company
("Catalyst").
WHEREAS, City owns a certain piece of real property being Tract F, Tract G, and Tract H as shown in
Exhibit"A"(the "Property");
WHEREAS, Catalyst is developing a mixed-use project, consisting of multi-family residential, retail
development,and a parking garage on real property owned by City near the Property("Project"),
WHEREAS, Catalyst has requested, and the City agrees to grant to Catalyst, the use of the Property in
accordance with the terms and conditions of this Agreement.
WITNESSETH:
1. Property; Use of Property,Property Access:
(a) City hereby grants Catalyst the non-exclusive license for its contractors to use the Property
for construction staging and construction parking during the construction of the Project.
(b) Prior to use, Catalyst and/or its contractors must deliver a list of all equipment and/or
materials to be staged on the Property to the City for the City's approval, which approval shall not be
unreasonably withheld,conditioned,or delayed.
(c) Under no circumstances during the Agreement will Catalyst and/or its contractors use or
cause to be used on the Property any hazardous or toxic substances or materials, or store or dispose of
any such substances or materials on the Property.
2. Condition of Lot. Catalyst and/or its contractors taking possession of the Property shall be
conclusive evidence that (a) the Property is suitable for the purposes and uses for which same are
licensed; and (b) Catalyst waives any and all defects in and to the Property, its appurtenances, and in all
the appurtenances thereto. Further, Catalyst and its contractors,through Catalyst, shall take the Property
and all appurtenances in "AS IS" condition without warranty, expressed or implied, on the part of City.
City shall not be liable to Catalyst or its contractors, Catalyst's and contractor's agents, employees,
invitees, licensees, or guests for any damage to any person or property on or due to the Property or any
part of any appurtenance thereof being improperly constructed or being or becoming in disrepair, except
to the extent such damage is the result of gross negligence or willful misconduct of the City.
3. Term. Subject to the earlier termination as hereinafter set forth,this Agreement shall be for a
term ("License Term"), commencing on the Effective Date and expiring 36 months from the Effective
Date.
4. Renewal. This Agreement may be renewed for one additional 12 month term upon Catalyst's
written notice delivered 30 days prior to the expiration of the License Term.
License Agreement between City and Catalyst OFFICIAL RECORD
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5. License Fee. Catalyst shall pay to City a license fee of One Hundred ($100.00) on the
Effective Date.
6. No Services. City shall not furnish Catalyst or its contractors with any utilities, cleaning,
lighting, security, or any other items or services for the Property. All operating costs of Property shall be
Catalyst's or its contractor's sole cost and expense. If Catalyst and/or its contractors want or need any
utilities, cleaning, lighting, security, or any other items or services while occupying the Property, then
Catalyst and/or its contractors shall first obtain permission, any required permits and approval from the
City to contract, add or install any of the above items, which permission, permits and approval shall not
be unreasonably withheld, conditioned or delayed by the City in the City's capacity as licensor, and not
in its capacity as the municipal regulatory and permitting authority. Catalyst will be responsible for
providing the same at Catalyst's and/or contractor's sole cost.
7. Alterations, Additions, Improvements, and Approval of Plans. Catalyst and/or its
contractor shall make no alterations, additions or improvements to the Property prior to submitting all
plans, scope of work, specifications, estimates for the costs of the proposed work in writing, copies of all
required permits obtained and receive in writing approval from the City, or its designated representative
("City's Representative"), which approval shall not be unreasonably withheld, conditioned or delayed.
Catalyst's and/or its contractor's plans for construction for alterations, additions and improvements shall
conform in all material respects to the architectural standard and conform to all federal, state and local
laws, ordinances, rules and regulations in force at the time that the plans are presented for review. City
and/or City's Representative reserves the right to inspect all work pursuant to its usual construction
inspection procedures. All alterations, additions or improvements made to or fixtures or other
improvements placed in or upon the Property shall be deemed a part of the Property and the property of
City at the end of the term of the Agreement except for items identified and approved by the City to be
removed. Such items which may include but may not be limited to, temporary fencing, storage buildings,
storage containers, temporary lighting, etc. All such alterations, additions, improvements, and fixtures
shall remain upon and be surrendered with the Property as a part thereof at the termination of this
Agreement. Catalyst is required to return the property to the City at the termination and/or expiration of
this Agreement to a condition acceptable to the City in its reasonable discretion. The City reserves the
right to conduct an inspection of the Property prior to termination and/or expiration of this Agreement to
determine if the Property is in acceptable condition. Any additional alterations, repairs, etc. required to
bring the Property to an acceptable condition by the City, in its reasonable discretion, shall be completed
at the cost of Catalyst. Any of City's property adjacent to the Property that is damaged as a result of
performing any alterations, additions and improvements shall be repaired by Catalyst and/or its
designated contractors and returned to its previous condition or better, at Catalyst's and/or its designated
contractors' sole cost and expense. Catalyst and/or its designated contractor shall be permitted to pave or
gravel the surface of the Property during the Term without seeking approval from City in its capacity as
licensor,provided the Property shall be returned to its previous condition or better at Catalyst's and/or its
designated contractors' sole cost and expense upon expiration of the Term, and provided that nothing
herein exempts Catalyst from any approvals or permits, grading or otherwise, that are required under the
Code of the City of Fort Worth, Texas(1986),as amended.
8. Indemnity. (a) TO THE EXTENT ALLOWED BY LAW, CATALYST AND ITS
DESIGNATED CONTRACTOR SHALL AND DOES AGREE TO INDEMNIFY,PROTECT,DEFEND
AND HOLD HARMLESS CITY, CITY'S OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES
(COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS,
License Agreement between City and Catalyst
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LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND
REASONABLE EXPENSES, (INCLUDING REASONABLE COURT COSTS, ATTORNEYS' FEES
AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR
ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE
TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE PROPERTY
BY CATALYST AND/OR ITS CONTRACTORS, ITS EMPLOYEES, PATRONS, AGENTS,
INVITEE, LICENSEES AND ANY OTHER PARTY; (2) BY REASON OF ANY OTHER CLAIM
WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE
OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF
CATALYST, ITS CONTRACTORS OR ANY INVITEE, PATRON, LICENSEE, EMPLOYEE,
DIRECTOR, OFFICER, SERVANT OR ANYONE WHO CONTROLS OR EXERCISES CONTROL
OVER CATALYST; OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY
COVENANT OF CATALYST OR ITS CONTRACTORS UNDER THIS AGREEMENT
(COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE
ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF ANY INDEMNITEE. THE
ONLY LIABILITIES WITH RESPECT TO WHICH CATALYST'S OBLIGATION TO INDEMNIFY
THE INDEMNITEES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF
OR RESULTING SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
INDEMNITEE. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST
ANY INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CATALYST,
ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT CATALYST'S
EXPENSE, BY OR THROUGH ATTORNEYS SELECTED BY CATALYST FOLLOWING
CONSULTATION WITH THE CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY
TO ALL ACTIVITIES OF CATALYST AND/OR ITS CONTRACTORS WITH RESPECT TO THE
USE AND OCCUPANCY OF THE PROPERTY, WHETHER OCCURRING BEFORE OR AFTER
THE EFFECTIVE DATE OF THE LICENSE TERM AND BEFORE OR AFTER THE TERMINATION
OF THIS AGREEMENT. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES,
COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS'
COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT
ACTS.
(b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN
EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION
OBLIGATION UNDER THIS PARAGRAPH 8, SUCH LEGAL LIMITATIONS ARE MADE A PART
OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE
INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE
PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND
AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE
AND EFFECT.
(c) CATALYST SHALL INCLUDE IN ITS CONTRACT WITH ITS CONTRACTORS AN
INDEMNITY PROVISION IN FAVOR OF THE CITY TO THE SAME EXTENT CONTAINED IN
THIS AGREEMENT.
9. Waiver of Liability. NO INDEMNITEE SHALL BE LIABLE IN ANY MANNER TO
CATALYST, ITS CONTRACTORS, ITS AGENTS, EMPLOYEES, PATRONS OR ANY OTHER
PARTY IN CONNECTION WITH THE USE OF THE PROPERTY BY ANY OF THEM, FOR ANY
INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL
License Agreement between City and Catalyst
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MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNITEE. IN NO EVENT SHALL ANY
INDEMNITEE BE LIABLE IN ANY MANNER TO CATALYST, ITS CONTRACTORS OR ANY
OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF CATALYST, ITS
CONTRACTORS, ITS AGENTS, EMPLOYEES, OR ANY OTHER PARTY, IN CONNECTION WITH
THE USE OF THE PROPERTY BY ANY OF THEM. ALL VEHICLES AND ALL PERSONAL
PROPERTY WITHIN VEHICLES USING THE PROPERTY, WHETHER PURSUANT TO THIS
AGREEMENT OR OTHERWISE SHALL BE AT THE RISK OF CATALYST AND ITS
CONTRACTORS ONLY, AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR
THEFT OF OR DAMAGE TO PROPERTY OF CATALYST, ITS EMPLOYEES, AGENTS,
PATRONS, INVITEE, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS
ENTRUSTED TO EMPLOYEES OF CITY OR SUCH LOSS OR DAMAGE IS OCCASIONED BY
CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE, EVEN IF DUE IN
WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
10. Insurance. Catalyst shall procure and maintain at all times, in full force and effect,a policy or
policies of insurance as specified herein, naming the City of Fort Worth as an additional insured and
covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the
Property.Catalyst shall obtain the following insurance coverage at the limits specified herein:
Commercial General Liability:
$1,00,000.00 per occurrence
(including Products and Completed Operations).
In addition, Catalyst shall be responsible for all insurance to any approved construction,
improvements, modifications or renovations on or to the Property and for personal property of Catalyst
and/or its contractors,or in Catalyst's or its contractor's care,custody or control.
CATALYST SHALL INCLUDE IN ITS CONTRACT WITH ITS CONTRACTORS THE
INSURANCE REQUIREMENTS TO THE SAME EXTENT CONTAINED IN THIS AGREEMENT
AND NAMING THE CITY AS AN ADDITIONAL INSURED. THE CITY IN ITS REASONABLE
DISCRETION MAY REQUIRE CATALYST TO CONTRACT WITH ITS CONTRACTORS TO
PROVIDE GREATER OR DIFFERENT INSURANCE THAN PROVIDED IN THIS AGREEMENT,
AND CATALYST MUST COMPLY WITH SUCH REQUIREMENTS WITHIN THIRTY (30) DAYS
FOLLOWING NOTICE TO CATALYST.
As a condition precedent to the effectiveness of this Agreement, Catalyst and its contractors shall furnish
City with a certificate of insurance signed by the underwriter as proof that it has obtained the types and
amounts of insurance coverage required herein. Catalyst and its contractors shall not less than thirty (30)
days prior to the expiration of any insurance policy required hereunder,provide City with a new or renewal
certificate of insurance. In addition, Catalyst and its contractors shall, on demand, provide City with
evidence that it has maintained such coverage in full force and effect. Catalyst and its contractors shall
maintain its insurance with underwriters authorized to do business in the State of Texas and which are
satisfactory to City, in its reasonable discretion. The policy or policies of insurance shall be endorsed to
cover all of Catalyst's and its contractor's operations on the Property and to provide that no material changes
in coverage, including, but not limited to, cancellation, termination, non-renewal or amendment, shall be
made without thirty(30)days'prior written notice to City.
License Agreement between City and Catalyst
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11. Abandoned Property. Catalyst's and its contractors' personal property not promptly
removed by Catalyst or its contractors from the Property at the termination of this Agreement, whether
termination shall occur by the lapse of time or otherwise, shall thereupon be conclusively presumed to
have been abandoned by Catalyst and its contactors to City. Fixtures attached to the Property become the
property of City, if not removed as required herein.
12. Assignment and Subletting. Catalyst shall not assign this Agreement, or any right of
Catalyst under this Agreement, or sublet the Property, for consideration or no consideration, whether
voluntarily, by operation of law, or otherwise, and any attempt to do so shall be void, and any such
attempt shall cause immediate termination of this Agreement, except as set forth in this Section 12.
During the License Term, Catalyst shall be permitted to sublet the Property to any lessee who has leased
the real property being developed as the Project for the parking purposes. Such subleases shall be subject
to this Agreement in all respects. If the collective rent and other fees payable in respect to such subleases
exceeds $250.00 per month, Catalyst shall pay to City such excess within ten (10) days following receipt
thereof by Catalyst. CITY SHALL HAVE NO LIABILITY WHATSOEVER TO ANY SUBLESSEE IN
CONNECTION WITH ANY SUBLEASE EXCEPT TO THE EXTENT CAUSED BY THE PROVEN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY.
13. Damage to Lot or Property of City. If, at any time during the License Term, by the acts
of omissions of Catalyst or its designated contractors, its employees, patrons, agents, invitees, of
licensees, the Property, or any property therein is damaged or destroyed, Catalyst shall be obligated to
pay, on demand, all costs to repair same together. If Catalyst and/or its designated contractors expose,spill
or dispose of any fuel, hazardous and/or toxic materials or substances to or on the Property, Catalyst is
responsible to have the Property thoroughly cleaned and tested to ensure the Property cleanup has been
completed per the Texas Commission of Environmental Quality and the City of Fort Worth
environmental standards.
14. Repairs and Maintenance. City has no obligation to make repairs of any sort to the
Property, City's sole obligation hereunder being to make the Property available to Catalyst in accordance
with and subject to the covenants, restrictions and limitations set forth herein. Catalyst and its
contractors shall, at its expense, use and maintain the Property in a neat, clean, careful, safe, and proper
manner and comply with all applicable laws, ordinances, orders, rules, and regulations of all
governmental bodies (state, county, federal, and municipal). At the termination of this Agreement,
whether by lapse of time or otherwise, Catalyst and contractors shall deliver the Property to City in as
good a condition as the same was as of the date of the taking of possession thereof by Catalyst, excepting
only ordinary wear and tear. Only those improvements authorized by City under Section 7 of this
Agreement shall remain upon any expiration or termination of this Agreement.
15. Severability. If any clause or provision of this Agreement is or becomes illegal, invalid or
unenforceable because of present or future laws or any rule or regulation of any governmental body or
entity, effective during the License Term, the intention of the parties hereto is that the remaining parts of
this Agreement shall not be affected thereby unless such invalidity is essential to the rights of both
parties, in which event each party has the right, but not the obligation, to terminate the Agreement on
written notice to the other party.
16. Default and Termination.
License Agreement between City and Catalyst
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(a) Catalyst's Default. If Catalyst or its contractors shall fail to perform or observe any of its
obligations hereunder, then City may terminate this Agreement if Catalyst has not remedied such default
within ten (10) days after giving Catalyst written notice of such default, in which event this Agreement
and all interest of Catalyst hereunder shall automatically terminate. Such rights of City in the case of a
default by Catalyst hereunder are not exclusive, but are cumulative of all other rights City may have
hereunder, at law or in equity; and any one or more of such rights may be exercised separately or
concurrently to the extent provided by law.
(b) City's Default. Should City commit a default under this Agreement (including but not
limited to City's failure to make the Property available), Catalyst may, as its sole remedy hereunder,
terminate this Agreement, and Catalyst hereby waives any and all other remedies for any such default by
City.
(c) Termination for Convenience. At any time after substantial completion of the Project,
either party may terminate this Agreement with sixty(60)days' written notice to the other party, or both
parties may terminate this Agreement for mutual convenience by written agreement.
17. Notice. Any notice hereunder must be in writing. Notice deposited in the United States
mail, properly addressed,postage paid, shall be effective-upon deposit. Notice given in any other manner
herein shall be effective upon receipt at the address of the addressee. For purposes of notice, the
addresses of the parties shall, unless changed as hereinafter provided,be as follows:
To City: To Catalyst:
City of Fort Worth Burnett Lofts, LLC
Assistant City Manager over Property Management c/o Catalyst Urban Development,LLC
200 Texas St. 7001 Preston Road,Fifth Floor
Fort Worth,TX 76102 Dallas,Texas 75205
With copies to: With a copy to:
City of Fort Worth Locke Lord LLP
Lease Management—Property Management Department 2200 Ross Avenue, Suite 2800
900 Monroe,Suite 404 Dallas, Texas 75201
Fort Worth,TX 76102 Attn: J. Mitchell Bell
And
City of Fort Worth
City Attorney's Office
200 Texas St.
Fort Worth,TX 76102
Attn: Leann Guzman
The parties hereto shall have the continuing right to change their respective address by giving at least ten
(10)days notice to the other party.
18. Audit. Pursuant to Chapter 2, Article IV, Division 3, Section 2-134, Administration,
Powers and Duties of the Department of Internal Audit, of the Code of Ordinances of the City of Fort
License Agreement between City and Catalyst
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Worth, City shall, until the expiration of three(3)years after final payment under this Agreement, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records of Catalyst involving transactions relating to this Agreement at no additional cost to the
City. Catalyst agrees that the City shall have access during normal working hours to all necessary
Catalyst facilities and shall be provided adequate and appropriate work space in order to conduct audits
in compliance with the provisions of this section. The City shall give Catalyst not less than ten (10)
days written notice of any intended audits.
Catalyst further agrees to include in all its contractors and subcontractors agreements hereunder
a provision to the effect that the contractors and subcontractors agree that the City shall, until expiration
of three (3) years after final payment of the subcontract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of such subcontractor
involving transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than ten(10)days written notice of any intended audits.
19. Entire Agreement. This Agreement constitutes the entire agreement between City and
Catalyst relating to the use of the Property and no prior written or oral covenants or representations
relating thereto not set forth herein shall be binding on either party hereto.
20. Amendment. This Agreement may not be amended, modified, extended, or supplemented
except by written instrument executed by both City and Catalyst.
22. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute but one and the same document.
23. Governmental Powers. It is understood and agreed that by execution of this Agreement,the
City does not waive or surrender any of its governmental powers.
24. Governing Law and Venue. This Agreement shall be construed in accordance with the
laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the
basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas
or the United States District Court for the Northern District of Texas,Fort Worth Division.
[The remainder of this page has been intentionally left blank. Signature pages follow.]
License Agreement between City and Catalyst
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In witness whereof, the parties hereto have caused this Agreement to be executed as the day and
year first above set forth.
CITY:
By:
Jesus J. Chapa
t.Manager Assistant City ��� nager
Date: .,A/—!9
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:,
APPROVED AS TO FORM AND LEGALITY:
By:
Leann D. Guzman
Sr.Assistant City Attorney
ATTEST: 0�F�RT�
O
e .�.
By: _
Mary J. yS * +.
City Secretary
Form 1295: 1
Contract Authorization:
M&C
Date:
License Agreement between City and Catalyst OFFICIAL RECORD
Page 8 of 10 CITY SECRETARY
America:0 105 896/00004:71559476v.2 FT WORTH,TX
CATALYST:
BURNETT LOFTS,LLC
a Texas limited liability company
By: Burnett Lofts FW Manager, LLC,
a Texas limited ii bility com ny
its manager
By:
Name: lthys Hei sch
Its: ice Preside t
License Agreement between City and Catalyst OFFICIAL RECORD
Page 9 of 10 CITY SECRETARY
America:0105896/00004:71559476v.2 FT. WORTH,TX
EXHIBIT A
DESCRIPTION OF THE PROPERTY
[See attached.]
License Agreement between City and Catalyst
Page 10 of 10
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