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HomeMy WebLinkAboutContract 58177 CSC No. 58177 LEASE AGREEMENT This Lease Agreement ("Agreement") is entered into as of this 1st day of °'t. 2022 ("Effective Date) by and between the City of Fort Worth,Texas,a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, Dana Burghdoff ("Lessor"), and Indy Innovation Challenge, Incorporated, acting by and through its duly authorized President and Chairman,Paul Mitchell("Lessee"). WHEREAS,Lessor owns a certain piece of property known as the Parts/Warehouse Building 911, located at 2050 Eagle Parkway,Fort Worth,Texas 76177 at the Alliance Maintenance Facility("Property"), said Property being managed on behalf of Lessor by Hillwood Properties("Property Manager"); and WHEREAS, Lessee is a collaborative organization that brings together public-private partnerships and academic institutions to challenge university students around the world to imagine, invent and prove a new generation of automated vehicle software to run fully autonomous racecars and inspire the next generation of STEM talent by organizing and running competitions between multiple universities throughout the world; WHEREAS, Lessee is currently planning on bringing such an event to the Texas Motor Speedway in the City of Fort Worth from October 1,2022 to October 24,2022; WHEREAS,as part of the competition,the Lessee is in need of space for storing certain autonomous vehicles throughout the period of the competition from the various participating universities; WHEREAS,Lessee has requested the use of approximately 4,000 square feet of the ground floor on the Property for autonomous car parking and car programming for the Indy Autonomous Challenge Event being held at the Texas Motor Speedway in accordance with the terms and conditions of this Agreement; and WHEREAS, the Lessor, in consideration for allowing Lessee to utilize the space, will be accomplishing a key goal to bring innovation and technology to the City of Fort Worth("City") and hopes that by allowing Lessee to utilize portions of the Property,it will encourage Lessee to continue to organize and put on this event, and others like it, within the City of Fort Worth, as well as attract other innovative organizations like Lessee to the City in the future. WITNESSETH: 1. Premises. Lessor hereby grants Lessee the exclusive use of approximately 4,000 square feet of space on the first floor of the Property ("Premises") as described in Exhibit "A" located at the Alliance Maintenance Facility for autonomous car parking and programming for the Indy Autonomous Challenge Event("Challenge")being held at Texas Motor Speedway from October 1,2022 to October 24,2022.Under no circumstances during the Agreement will Lessee use or cause to be used on the Premises any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Premises; provided that the presence of fuel,engine oil and hydraulic fluids as commonly used for or stored in vehicles parked on the Premises will not be deemed a violation of this Section. Lessee shall not install signs, advertising media, or lettering in or on the Premises without prior written approval of Lessor. Lessee will have access to the Premises twenty-four(24)hours a day, seven(7)days a week throughout the term of the Agreement. Lessor agrees to provide Lessee with reasonable prior notice in the event Lessor desires to OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX access the Premises. 2. Condition of Premises.Lessee taking possession of the Premises shall be conclusive evidence that (a) the Premises is suitable for the purposes and uses for which the same are leased; and (b) Lessee waives any and all defects in and to the Premises, its appurtenances, and in all the appurtenances thereto. Further,Lessee takes the Premises and all appurtenances in"AS IS"condition without warranty,expressed or implied,on the part of Lessor. Lessor shall not be liable to Lessee,Lessee's agents,employees,invitees, Lessees, or guests for any damage to any person or property due to the Premises or any part of any appurtenance thereof being improperly constructed or being or becoming in disrepair. 3. Term. The Initial Term of this Agreement shall commence on the October 1,2022 and terminate on October 31,2022.unless either party terminates this Agreement,for any reason,by providing the other party with not less than three(3)week written notice prior to the effective date of such termination. 4. Consideration.In return for Lessor providing Lessee the ability to utilize the Premises,Lessor will be accomplishing a key goal of welcoming and promoting technology and innovation driven events and development within the City. Additionally, the Lessor believes that by allowing Lessee to utilize the Premises, it will incentivize Lessee to continue to organize and put on this event, and others like it,within the City of Fort Worth in the years to come, as well as attract other innovative organizations to the City in the future. Both parties agree and stipulate that this Agreement is based on valuable consideration and an exchange of promises that will be independently beneficial to both parties. 5. Services. All utilities for the Premises shall be furnished by the Lessor to the Lessee.All other operating costs of Premises, including but not limited to internet connections, security and cleaning of the Premises, shall be at Lessee's sole cost and expense. If Lessee wants or needs any other items or services while occupying the Premises, then Lessee shall first obtain permission and approval from the Lessor to contract, add or install any of the above items and will be responsible for providing same at Lessee's sole cost. Nothing herein shall constitute an obligation of Lessor funds. 6. Alterations, Additions, Improvements, and Signage. Lessee shall make no alterations on or additions to the Premises without the prior written consent of Lessor. If approved by the Lessor, any alterations made to the Premises by the Lessee shall be at Lessee's sole cost and expense and shall not interfere with the operations of other Lessees and/or other operations at the Alliance Maintenance Facility. If interference occurs, Lessee will make changes and/or remove the alteration to remedy said interference within five (5) days of notice from Lessor.All alterations,additions and improvements made to or fixtures or other improvements placed in or upon the Premises shall be deemed a part of the Premises and the property of Lessor at the end of the Term. All such alterations, additions, improvements, and fixtures shall remain upon and be surrendered with the Premises as a part thereof at the termination of this Agreement. Lessee may,at its sole option and expense,remove any Lessee alterations at any time during the Term with Lessor approval.At the termination of this Agreement,whether by lapse of time or otherwise, Lessee shall (i) deliver the Premises to Lessor in as good a condition as the same was as of the date of the taking of possession thereof by Lessee, subject only to ordinary wear and tear and damage caused by casualty or condemnation, and (ii) upon Lessor request, remove any alterations and make any repairs to the Premises as needed in order to comply with the provisions of Section 13 below. 7. Indemnity. (a) LESSEE SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS LESSOR, LESSOR'S OFFICERS, AGENTS,SERVANTS,AND EMPLOYEES (COLLECTIVELY, "INDEMNITEES")FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, (INCLUDING REASONABLE COURT COSTS, REASONABLE ATTORNEYS' FEES AND REASONABLE COSTS OF INVESTIGATION), OF ANY NATURE, HIND OR DESCRIPTION TO THE EXTENT 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 PREMISES BY LESSEE, ITS EMPLOYEES, AGENTS AND LESSEES OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED BY ANY ACT OR OMISSION ON THE PART OF LESSEE OR ANY LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF LESSEE OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF LESSEE UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), EXCEPT TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE GROSS 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, LESSEE, ON NOTICE FROM LESSOR, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT LESSEE'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO LESSOR. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF LESSEE WITH RESPECT TO THE USE AND OCCUPANCY OF THE PREMISES,WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF THE 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 7, 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. 8. Waiver of Liability. ALL PERSONAL PROPERTY OF LESSEE, INCLUDING VEHICLES USING THE PREMISES, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE, SHALL BE AT THE RISK OF LESSEE ONLY, AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF LESSEE, ITS EMPLOYEES, AGENTS, PATRONS, INVITEE, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF LESSOR OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE,UNLESS DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 9. Insurance. During the Term, Lessee, at its expense, shall procure and maintain in connection with its use of the Premises,the following insurance coverages,naming the City of Fort worth as an additional insured,and in accordance with all other applicable terms and conditions of this Section 9. (a) Commercial general liability insurance covering bodily injury and property damage on a "claims made"basis with limits of no less than One Million Dollars($1,000,000.00)per occurrence and Two Million Dollars($2,000,000.00)in the aggregate, (b) All Risks Property insurance with respect to Lessee's interest in the Premises and all personal property of Lessee located at or within the Premises,with coverages in such amounts and against such risks as are customarily insured against, including, without limitation, business interruption coverage with respect to Lessee's operations at the Premises, and (c) Automobile liability insurance covering any owned,non-owned and hired automotive vehicle (endorsed to provide contractual liability coverage) covering bodily injury and property damage with a limit of One Million Dollars($1,000,000.00)combined single limit. 9.1 Workers Compensation and Employer's Liability Insurance.Lessee represents that Workers Compensation and Employer's Liability insurance coverages are maintained by Lessee for all personnel working at the Premises with a limit of One Million Dollars($1,000,000.00)for each accident for bodily injury by accident or One Million Dollars ($1,000,000.00) for each employee for bodily injury by disease. Prior to the Effective Date and upon any modification to or renewal following termination or expiration of any insurance coverages required hereunder, Lessee will provide to Lessor a certificate of the insurer or an authorized broker evidencing the insurance coverages and terms described in this Section. The parties agree that the coverages and limits provided in this Section 9 may be adjusted by Lessee upon no less than thirty (30) days' prior written notice to Lessor to such coverages and amounts as may be approved by Lessor, such approval to not be unreasonably withheld. 9.2 Lessee Insurance Policy Conditions. Each insurance policy required by Section 9(i) shall be issued by an insurer(or insurers)possessing an A-VII A.M. Best Rating or better and of recognized standing and authorized to issue such policy of insurance in the State of Texas; (ii) shall provide for a waiver of subrogation by each such insurer with respect to any claims against Lessor solely to the extent of the amount of any payment of a loss by such insurer pursuant to the applicable insurance coverages; and (iii) shall be endorsed to prohibit cancellation or substantial reduction of coverage by the insurer without at least thirty(30) days' prior written notice to Lessor.The liability policies and coverages set forth in clauses(a)through(c)and (e)of Section 9 shall each contain an endorsement naming Lessor as an additional insured as its interests may appear. Lessee shall be named loss payee as its interests may appear with respect to the insurance coverages maintained by Lessee pursuant to cause(c)of Section 9. Prior to the Effective Date and upon any modification to or renewal following termination or expiration of any insurance coverages required hereunder, Lessee will provide to Lessor a certificate of the insurer or an authorized broker evidencing the insurance coverages and terms required by Section 9. 9.3 Mutual Release. Lessor and Lessee release each other from all claims for losses of or to (i) the Central Utility Plant,(ii)Lessee's personal property,equipment and fixtures,and(iii)Lessee's or Lessor's business or revenues, provided the losses are covered by the releasing party's insurance to the extent of the limits as specified in section 9.1 and section 9.2 above. The party incurring the loss is responsible for any deductible or self-insured retention under its insurance. The parties will notify the issuing insurance companies of this Lease and have the applicable policies endorsed, if necessary, to prevent invalidation of coverage by reason of this provision. 10. Surrender; Abandoned Property. Upon expiration or earlier termination of the Term, Lessee will remove its property and surrender the Premises in its then "as-is" condition, but in no worse condition than as of the commencement date of the Term, ordinary wear and tear and casualty excepted. Lessee's personal property not promptly removed by Lessee from the Premises 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 Lessee to Lessor. Fixtures attached to the Premises become the property of Lessor,if not removed as required herein. 11. Assignment and Subletting. Lessee shall not assign this Agreement, or any right of Lessee under this Agreement,or sublet the Premises,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; all provided that Lessee's contractors and agents may use the Premises in accordance with the terms and provisions hereof. 12. Damage to Premises or Property of Lessor. If, at any time during the Term,by the acts or omissions of the Lessee, its employees, contractors, or agents of Lessees, the Premises, or any property therein is damaged or destroyed, Lessee shall be obligated to pay, on demand, all costs to repair or replace such damaged or destroyed property. 13. Repairs and Maintenance. Lessor has no obligation to make repairs of any sort to the Premises. Lessor's sole obligation hereunder being to make the Premises available to Lessee in accordance with and subject to the covenants,restrictions and limitations set forth herein. Lessee shall, at its expense, use and maintain the Premises 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). Lessee shall be responsible, at their sole expense, for any and all clean up and/or repairs to damage to the Premises due to the vehicles accessing and parking in the Premises, including but not limited to,chemical spills and environmental clean-up if required. At no time may there be any maintenance of any trailers,trucks, or other vehicles within the Premises and if a spill of any nature takes place arising from the actions of Lessee,Lessee must notify the Property Manager immediately and is responsible for all required clean up and repairs to the extent arising from the spill. 14. 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 Term, the intention of the parties hereto is that the remaining parts of this Agreement shall not be affected thereby unless such invalidity is, in the sole determination of the Lessor, essential to the rights of both parties, in which event Lessor has the right, but not the obligation, to terminate the Agreement on written notice to Lessee. 15. Default and Termination. (a) Lessee's Default. If Lessee shall fail to perform or observe any of its obligations hereunder then Lessor may terminate this Agreement by giving Lessee twenty (20) days prior written notice thereof. If Lessee fails to cure such default within fifteen (15) days of receipt of Lessor's default notice than this Agreement and all interest of Lessee hereunder shall automatically terminate, but if Lessee does so cure such default within said 15 days, Lessor's termination notice will be deemed withdrawn. Such rights of Lessor in the case of a default by Lessee hereunder are not exclusive,but are cumulative of all other rights Lessor 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) Lessor's Default. Should Lessor commit a default under this Agreement,Lessee may terminate this Agreement by giving Lessor twenty (20) days prior written notice thereof. If Lessor fails to cure such default within fifteen(15)days of receipt notice then Lessee may terminate this Agreement- Such rights of Lessee in the case of a default by Lessor hereunder are not exclusive,but are cumulative of all other rights Lessee 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. 16. Notice. Any notice hereunder must be in writing. Notice deposited or sent by nationally recognized overnight courier service, such as, but not limited to, Federal Express, by certified mail with return receipt requested, or by express 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 Lessee: City of Fort Worth Indy Innovation Challenge Lease Management 1250 Indiana Ave. Property Management Department Indianapolis,IN 46202 900 Monroe,Suite 400 Attn: Paul Mitchell,President and Chairman Fort Worth,TX 76102 With a copy to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth,TX 76102 With a copy to the Property Manager: Jason Long Hillwood Properties 9800 Hillwood Parkway, Suite 300 Fort Worth,TX 76177 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. 17. Audit.Pursuant to Chapter 2,Article IV,Division 3,Section 2-134,Administration,Powers and Duties of the Department oflnternal Audit, of the Code of Ordinances of the City of Fort Worth,Lessor may at Lessor's sole cost and expense, at reasonable times during Lessees' normal business hours and upon reasonable notice,audit Lessee's books and records,but only as it pertains to this Agreement and as necessary to evaluate compliance with this Agreement. 18. Entire Agreement.This Agreement constitutes the entire agreement between Lessor and Lessee relating to the use of the Premises and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. 19. Amendment.This Agreement may not be amended,modified,extended,or supplemented except by written instrument executed by both Lessor and Lessee. 20. 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. 21. Confidentiality; Public Disclosure Request. Licensor will not use Licensee's name or logo relating to this Agreement or Licensee's use of the Premises. Upon Licensor's receipt of a public records request for disclosure of this Agreement or any information specifically labeled as"confidential"or that would reasonably be presumed to be confidential,including the terms and conditions of this Agreement and all nonpublic information relating to Licensee's technology, operations, customers, business plans, promotional and marketing activities,finances,and other business affairs,Licensor will(a)immediately give Licensee prior notice in order to allow Licensee to provide arguments to the Texas Attorney General regarding the confidential nature of the records; (b) disclose information only to the extent required by applicable laws;and(c)use reasonable efforts to obtain confidential treatment for any information that is so disclosed. 22. Governing Law and Venue.This Agreement shall be governed by the laws of the State of Texas. In the event of litigation to enforce the rights and obligations hereunder,venue shall lie in Tarrant County, Texas and Licensee agrees to execute a waiver of service in the event any lawsuit is filed against them relating to this Agreement. 23. LIMITATION OF LIABILITIES. NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL(INCLUDING BUT NOT LIMITED TO LOST OPPORTUNITIES OR PROFITS)OR PUNITIVE DAMAGES. [SIGNATURES ON FOLLOWING PAGE] In witness whereof,the parties hereto have caused this Agreement to be effective as the day and year first above set forth. LESSOR: LESSEE: CITY OF FORT WORTH INDY INNOVATION CHALLENGE,INC. i7a,v'e'- _._.. By: Dana Burghdoff(Sep 30,20 15:20 CDT By: v_ Dana Burghdoff Assistant City Manager Name: Paul Mitchell Date: Sep 30, 2022 Title: president Date: 9/29/2022 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: � n(sep29,202217:127DT) Lease Manager,Property Management Department Title: Sep 29, 2022 Date: APPROVED AS TO FORM AND LEGALITY: y: Thomas Royce Hansen Assistant City Attorney Date: Sep 29, 2022 ATTEST:� (�paO�F �oo O R r0'eeood to oTlBy• �0 -0 Jannette S. Goodall 0 City Secretary * 0 * 0 a 2a 000000.0 � Date: Oct 3, 2022 �r EX AS p nnao. Form 1295:Not required Contract Authorization: M&C:Not required OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit"A" Aerial View of Premises rmm. � e —wl . . � Txasmo%rSpeedway � . . 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