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CSC No. 55102
LICENSE AGREEMENT
This License Agreement("Agreement") is made to be effective as of the 1st day of January, 2021,
("Effective Date") by and between 300 EAST VICKERY, L.L.C., (Licensor) and CITY OF FORT
WORTH,a Texas home rule municipal corporation (Licensee).
L PREMISES AND TERM
1.01. PREMISES. Licensor does hereby license and demise to Licensee, and Licensee
licenses from Licensor 11,901 square feet in the building("Large Building")and an additional 1,445
square foot building("Small Building"),both located at 300 and 304 East Vickery in the City of Fort
Worth, Tarrant County, Texas, as shown by the site plan and floor plan attached hereto as Exhibit
"A" (collectively, the "Licensed Premises").
1.02. CONDITION OF LICENSED PREMISES. Licensee acknowledges it has examined
the Licensed Premises and accepts such premises in their current AS IS, WHERE IS condition.
1.03 TERM. This term of this Agreement shall be on a month-to-month basis from the
Effective Date of January 1, 2021 (the "Term"), and can be terminated by either party with thirty
(30) days written notice provided to the other party.
1.04 PARKING. Licensee shall have use of the parking lot in the areas depicted on Exhibit
"A", and shall not obstruct access at any gated entrances to the Licensed Premises. Licensee shall
furnish Licensor with A schematic plan of how other Licensee's access to the South of the building
will not be interrupted.
IL RENT
2.01. The rent for the Term of this Agreement shall be $20,886.26 per month for the Large
Building and $2,174.73 per month for the Small Building, for a total of $23,060.99 per month
beginning on the commencement of the Term of this Agreement as hereinabove defined, and shall
be payable in advance on the first day of each and every month via direct deposit. A late penalty of
10%of the monthly rent shall be applied upon the 5th business day that rent is past due in the amount
of$2,306.10. Rent for the first month shall be prorated.
III. TAXES, UTILITIES, SERVICES
3.01. TAXES. Licensor shall be responsible for the payment of all ad valorem taxes on
the Licensed Premises. In the event this Agreement continues on a month-to-month term after the
expiration of the initial Term, on demand by Licensor, Licensee shall reimburse Licensor for an
amount equal to its proportionate share of the amount of any increase in ad valorem real estate taxes
assessed on the Licensed Premises over the amount assessed during the initial Term. This provision
survives expiration of this Agreement.
License Agreement between the City of Fort Worth and
300 E.VICKERY,L.L.C.
OFFICIAL RECORD
- I - CITY SECRETARY
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3.02 UTILITIES. Licensor shall make available during appropriate times of the year heat
and/or air conditioning, water and electricity as reasonably required for the Licensed Premises.
Electricity, gas and water shall be paid by Licensee. Licensor affirms that the Large Building is
separately metered from the Small Building, that the other Licensee in the Large Building does not
utilize any utilities, and therefore all utilities billed for the Large Building will be pursuant to
Licensee's and shall be at Licensee's sole cost and expense. Licensee is responsible for payment of
maintenance and repair of HVAC,plumbing, electrical, and all other building maintenance.
3.03 OTHER SERVICES.
(a) Licensee shall provide security service or other security devises in or about the
Licensed Premises, at Licensee's sole cost and expense, during the hours of 7:00pm to 7:00am
("Shelter Hours") and for an hour before and after the daily time of use. Licensee, in its sole
discretion,may utilize the existing security system. Licensee is hereby authorized to install cameras
in the Licensed Premises and Licensor agrees such cameras shall not be deemed fixtures.
(b) Licensee shall provide janitorial service to the Licensed Premises after each use of the
Shelter and shall clean and sanitize the area of use in compliance with CDC guidelines for the
COVID-19 pandemic, and shall insure that the parking lot remains clean and clear of debris and
obstructions.
IV USAGE OF THE PREMISES
4.01 The purpose of this Agreement is to allow the Day Resource Center ("DRC") to use
the Large Building to operate an overnight cold weather overflow emergency shelter for people who
are homeless. ("Shelter Use"). Licensee may contract for the management of the shelter with a third
party that is experienced in providing such services. Licensee shall ensure shelter guests will not
loiter on the Licensed Premises beyond the Shelter Hours.
Licensee may use the Small Building for City staff or contractor operations in support of the
Shelter Use or other business operations related to the business of the City.
Licensee may park restroom trailers as needed in the parking area or other mutually agreed
upon location designated on Exhibit "A" to assure compliance with occupancy regulations and to
provide adequate ingress and egress to the buildings on the property.
V. REPAIRS AND ALTERATIONS:
5.01. REPAIRS BY LICENSOR. Licensor, at its sole cost and expense, shall maintain,
repair, and replace the roof, structural support walls and foundation of the Licensed Premises.
Licensee agrees to give Licensor notice of defects or need for repairs in the roof, foundation, or
exterior walls, of the Licensed Premises within twenty-four (24) hours from discovery by Licensee.
Licensor shall commence repair of such defects or disrepairs within three(3)days of receipt of notice
from Licensee. If the repair of such defects or disrepairs are not complete within fourteen(14) days
License Agreement between the City of Fort Worth and
300 E.VICKERY,L.L.C.
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of the notice by Licensee to Licensor, then, in Licensee's sole discretion, Licensor may be given
additional reasonable time as allowed by Licensee to complete such repairs. In the event the repairs
are not performed by Licensor within the original fourteen (14) days or any such additional
reasonable time given, Licensee may perform the necessary repairs and shall, at Licensee's sole
discretion, either(i)receive payment from Licensor in the actual amount of the repairs or(ii)receive
a credit against future rent in the actual amount of the repairs. If a defect or disrepair is the result of
the negligence of Licensee, Licensee shall be responsible for the actual cost of the repairs, as
evidenced by invoices.
5.02. REPAIRS BY LICENSEE. Licensee, at its sole cost and expense, shall maintain all
other portions of the Licensed Premises, all building systems serving the Licensed Premises,
including but not limited to, the HVAC system, water and sewer, plumbing system, and electrical
system and shall deliver up the Licensed Premises at the end of the term in as near as possible to the
condition of the Licensed Premises upon the Effective Date, wear and tear only excepted. Provided,
however, Licensor shall facilitate the services of on-call maintenance contractors for electrical,
plumbing and HVAC repairs and the Licensee shall pay, as additional rent,the amount of the invoice
of these services at actual costs of the contractor for labor and parts.
5.03. ALTERATIONS AND REMODELING. Licensee shall not make permanent
alterations to the Licensed Premises without the prior written consent of Licensor. Licensee may
remove at its own expense any additional fixtures or furniture placed in the Licensed Premises by
Licensee, and shall remove any security cameras installed by Licensee, and Licensee agrees that it
will at its own expense forthwith repair any and all damage done by the removal of any fixtures or
furniture from the Licensed Premises.
5.04. COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Licensor shall ensure
the Licensed Premises are in compliance with all applicable laws, regulations, and ordinances in
effect on the Effective Date of this Agreement and applicable to the buildings and improvements of
which the Licensed Premises are a part. Licensee shall ensure compliance with all applicable laws,
regulations, and ordinances applicable to its occupancy and use of the Licensed Premises.
VL INSURANCE AND INDEMNITY
6.01. LICENSOR'S LIMITATION ON LIABILITY. Licensor shall not be liable to the
Licensee or to the Licensee's agents, employees, invitees, or visitors for any damage to person or
property caused by any action or omission of Licensee, its invitees, or visitors.
6.02. LICENSEE INSURANCE. Licensee is a governmental entity and as such, generally,
it does not maintain a commercial liability insurance policy to cover premises liability. Licensee
represents to Licensor that it has adequate funds to self-insure and to pay the cost of any personal
injury and property damages incurred by a third party or parties as a result of Licensee's use of the
Licensed Premises,as well as any other damages for which Licensee would ultimately be found liable
would be paid directly and primarily by Licensee and not by a commercial insurance company.
License Agreement between the City of Fort Worth and
300 E.VICKERY,L.L.C.
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6.03. FIRE AND EXTENDED COVERAGE INSURANCE. Licensor shall procure and
maintain during the Term of this Agreement a policy of property insurance covering the structure of
which the Licensed Premises are a part.
6.04. NO SUBROGATION. Neither party hereto shall be liable to the other for damages to
the property of the other party if such damaged property is covered by insurance against the particular
loss, and to the extent not required by the respective party's insurance company, neither party shall
subrogate to any insurer with respect to such loss.
VII. ASSIGNMENT AND SUBLETTING
7.01. ASSIGNMENT AND SUBLETTING. Licensee shall have no right to assign or sublet
the Licensed Premises without the prior written consent of Licensor.
VIII. DESTRUCTION OF LICENSED PREMISES
8.01. DAMAGE TO BUILDINGS. In the event that the building(s) of which the Licensed
Premises are a part is damaged to the extent that Licensee cannot use the Licensed Premises for the
uses allowed herein,Licensor or Licensee shall have the option to terminate this Agreement by giving
written notice to Licensee within thirty(30) days of the damage.
8.02. DAMAGE TO LICENSED PREMISES. In the event of damage to the Licensed
Premises and this Agreement is not canceled pursuant to the provisions of Section 8.01 hereof, the
Licensed Premises shall be restored to substantially their condition prior to such damage, the cost to
be borne by Licensor, with the monthly rental equitably reduced or abated during the term of such
repairs.
IX. DEFAULT AND TERMINATION
9.01. DEFAULT BY LICENSEE. In the event the Licensee shall fail to pay any installment
of rent within thirty(30)days after notice,or fails to perform,or commence in good faith and proceed
with reasonable diligence to perform,any of its covenants under this Agreement after notice,Licensor
may terminate this Agreement and re-enter the Licensed Premises with or without process of law,
using force as may be necessary, and remove all persons and property therefrom. The rights granted
to Licensor under this Section are not exclusive, and Licensor shall have all other legal remedies
otherwise available to it.
9.02. DEFAULT BY LICENSOR. In the event the Licensor fails to perform, or in good faith
to commence and proceed with reasonable diligence to perform, any of the covenants under this
Agreement within thirty(30)days after notice from Licensee,including,but not by way of limitation,
the obligation of the Licensor that may be necessary to insure the covenant of quiet enjoyment as
contained in this Agreement, then the Licensee may (i) cure such default for the account of and at
the expense of Licensor,and the reasonable expenses paid therefore may be deducted by the Licensee
from any rent due Licensor, , plus reasonable expenses incurred therewith, or (ii) terminate this
Agreement without further obligation upon ten (10) days' written notice. The rights granted to
License Agreement between the City of Fort Worth and
300 E.VICKERY,L.L.C.
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Licensee under this section are not exclusive, and Licensee shall have all other legal remedies
otherwise available to it.
9.03. WAIVER OF BREACH. The waiver by Licensor or Licensee of any breach of any
term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant, or condition herein contained.
9.04 TERMINATION. Upon termination of this Agreement, neither party shall have any
further obligation or liability to the other under this Agreement.
9.05 SURRENDER OF LICENSED PREMISES. Licensor herein agrees that no property
or equipment, owned or installed by Licensee, or any representative of Licensee, shall, under any
circumstances,become a fixture, and that Licensee shall reserve the right to remove any and all such
property or equipment at any time during the Term or any extended terms of this Agreement, or
subsequent to its termination by either party. Licensor further agrees that Licensor will, at no time,
hold or retain, any property owned or installed by Licensee, for any reason whatsoever. Upon the
expiration or termination of this Agreement, Licensee shall deliver up the Licensed Premises at the
end of the term in as near as possible to the condition of the Licensed Premises upon the Effective
Date, broom clean and sanitized as per CDC guidelines, repaired as necessary pursuant to Section
5.03, wear and tear only excepted. Licensee shall be responsible for repairing any damage to the
Licensed Premises caused by the removal of furniture and equipment.
X. INSPECTION OF PREMISES
10.01. LICENSOR'S RIGHT TO ENTER. Licensor and its agents shall have the right to
enter the Licensed Premises at all reasonable times to examine same and to make such repairs and
alterations, improvements, or additions as the Licensor may deem necessary or desirable. Licensor
shall also have the right, upon reasonable notice to Licensee, to enter the Licensed Premises at any
time other than the Shelter Hours for the purpose of showing the Licensed Premises to prospective
Licensees or purchasers.
XI. QUIET ENJOYMENT
11.01. LICENSOR'S COVENANT OF QUIET ENJOYMENT. Licensor covenants that
upon payment of the rent by Licensee and compliance with the terms, covenants, and conditions of
this Agreement, Licensee may peaceably and quietly have, hold, and enjoy the Licensed Premises
for the term hereof without hindrance or interruption by Licensor or by any other person or persons.
XIL HOLDING OVER
12.01. RENT FOR HOLDING-OVER PERIOD. In the event Licensee remains in possession
of the Licensed Premises with the consent of the Licensor after the termination of this Agreement,
the same shall be construed to be a tenancy from month to month at the same rent rate as was being
paid monthly at the termination of the Agreement and upon the other terms herein specified.
License Agreement between the City of Fort Worth and
300 E.VICKERY,L.L.C.
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XIII. MISCELLANEOUS
13.01. FORCE MAJEURE. In the event either Licensor or Licensee shall be delayed or
hindered in, or prevented from, the performance of any act required hereunder by reason of fire,
casualty, strikes, lockouts, labor trouble, inability to procure materials or supplies, failure of power,
governmental authority, riots, insurrections, war, or other reasons of like nature, where such delay,
hindrance, or prevention of performance shall not be within the reasonable control of the party
obligated to perform and not be avoidable by diligence, the party so delayed shall promptly give
notice to the other party, and thereupon performance of such act shall be excused for such period of
delay. The provisions of this section shall not apply, however, to any payment of rent, and it is
understood that the provisions regarding the abatement of rent in the event of damage to the Licensed
Premises shall prevail over anything in this section.
13.02. NOTICES. Any notice provided for herein shall be given by written instrument,
personally delivered or sent by U.S. mail,postage prepaid, to:
LICENSOR: Paula Work, Manager
I I I Blazing Star Trail
Alto,New Mexico 88312
LICENSEE: City of Fort Worth
Property Management Department
900 Monroe, Suite 400
Fort Worth, Texas 76102
Attn: Lease Management
With a copies to:
City Attorney
200 Texas Street
Fort Worth, Texas 76102
Directions Home
City Manager's Office
200 Texas Street
Fort Worth, Texas 76102
Attn: Tara Perez
or such other address that Licensor or Licensee designates in writing to the other party.
13.03. ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto constitute
the entire agreement between the parties, and all prior negotiations are merged into this agreement.
License Agreement between the City of Fort Worth and
300 E.VICKERY,L.L.C.
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Any amendment, change, or addition to this Agreement shall be made only in writing and signed by
both parties.
13.04. SUCCESSORS IN INTEREST. The terms and conditions of this agreement shall be
binding upon the parties and their respective successors and assigns.
13.05. HEADINGS. The article and section headings in this Agreement are for convenience
and reference only and shall not be construed or held in any way to explain, modify, amplify, or add
to the interpretation, construction, or meaning of this Agreement.
13.06. ATTORNEY'S FEES. . If, on account of any breach or default by any party to this
Agreement in its obligations to any other party to this Agreement it becomes necessary for a party to
employ a third party attorney that is not an employee of such party to enforce or defend any of its
rights or remedies under this Agreement, the non-prevailing party agrees to pay the prevailing party
its reasonable attorney's fees and court costs in connection with the enforcement or defense. A
plaintiff is a prevailing party if it succeeds on the merits of its claim(s). A defendant is a prevailing
party if the defendant defeats the claim(s)brought by the plaintiff or if the defendant succeeds on any
claims for affirmative relief against the plaintiff. It is not necessary for a defendant to bring
affirmative claims against the plaintiff to be a prevailing party for purposes of this provision.
13.07. 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
Worth, Licensee 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 Licensor involving transactions relating to this Agreement at no
additional cost to Licensor, provided that Licensor shall not charge Licensee for any expenses of
Licensor related to Licensee's audit under this Section. Licensor agrees that Licensee shall have
access during normal working hours to all necessary Licensor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions of
this Section; provided, however, at Licensee's option, Licensor may provide all documents to
Licensee in an acceptable electronic format to facilitate remote work. Licensee shall give Licensor
not less than ten(10) days written notice of any intended audits.
13.08 ACCESS BY OTHER LICENSEE OF LICENSOR. Licensee agrees that it shall not
hinder or interfere with access to the Large Building through the gate on Vickery Boulevard and the
south gate on Calhoun Street, by Licensor's other Licensee.
THIS AGREEMENT is executed in several counterparts, each of which shall be deemed an
original, to be effective as of the Effective Date.
(SIGNATURES APPEAR ON FOLLOWING PAGE)
License Agreement between the City of Fort Worth and
300 E.VICKERY,L.L.C.
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LICENSEE: LICENSOR:
CITY OF FORT WORTH 300 EAST VICKERY, L.L.C.
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By:Dana Burghdoff(D 29,202 1 :02 CST) By f7�C MST
M BC
By
Dana Burghdoff Name,_Pauia R.work
Assistant City Manager Title: Licensor
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.
TOAC'.w
Name: Tara Perez(Dec 29,202012:05 CST)
Title:
Directions Home Manager
Date: Dec 29,2020
APPROVED AS TO FORM AND LEGALITY:
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By: Matthew Murray(Dec 29,202012:40 CST)
Matthew A. Murray
Assistant City Attorney
Date: Dec 29,2020
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ATTEST: ( �bo�oFORr Q&
By: alt �� ol
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Mary Kayser �p *o o*0
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City Secretary ���rexAS��p
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Date: Dec 29,2020
Form 1295: Not required
Contract Authorization:
M&C: Not required
License Agreement between the City of Fort Worth and 300 E.VICKERY,L.L.C. OFFICIAL RECORD
-8- CITY SECRETARY
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EXHIBIT A
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Rope and
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Smoking Area
1153984-v1/15709-003000
Licement between the Cityof Fort Worth and 300 E.VICKERY L.L.C.
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