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HomeMy WebLinkAboutContract 51266 CITY SECRETARY CONTRACT N0. ,6 ra 7 8 .9 Dk ' rr ti ¢ LICENSE AGREEMENT SEP 14 2078 BETWEEN THE CITY OF FORT WORTH evorFORTWOgAND Cm'SEC���yTH •� VELOCIS RIDGLEA,L.P. w 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 VELOCIS RIDGLEA, L.P., a Texas Limited Partnership, ("Licensol"). WHEREAS, Licensor and Licensee wish for Licensee to license space from Licensor at 6040 Camp Bowie Blvd., Fort Worth, Texas 76116 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 a license to use Suite 426 on the second floor of the building located at 6040 Camp Bowie Blvd.,Fort Worth, Texas 76116 (the "Building") as set forth in greater detail in Exhibit A , which are attached hereto and incorporated herein("Premises"). The Premises will be used for general office purposes, as well as performing surveillance and other police activities in and around the Building. This Agreement creates a license only and shall not under any circumstances be construed as a lease, easement, or grant of a property right of any kind. Notwithstanding the foregoing, Licensor reserves the right,upon thirty(30)days'prior written notice to Licensee,to relocate the Premises to another space in the Building comparable to the current Premises. 2. Term and License Fee. 2.1 Primary Term. The term of this Agreement shall begin on September 2018 and continue thereafter on a month-to-month basis until terminated as provided herein. Either party may, by giving not less than thirty (30) days written notice, terminate this Agreement, as of the date specified in the notice, with or without cause. 2.2 License Fee. Licensee agrees and shall pay to the Licensor as a license fee for the Premises during the said Term, the total sum of 0.00, M, payable in monthly payments of 0.00 being due and payable in advance, without demand, set off or abatement, on the first day of each calendar month during the Term of this Agreement. 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 LICENSE AGREEMENT BETWEEN OFFICIAL RECORD RIDGLEA,L.P.& CITY OF FORT WORTH CITY 35CROATARY PAGE 1 PT. TX 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. 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 by Licensor, any repairs (including structural repairs) or general maintenance shall be Licensor's sole responsibility and expense, unless caused by the negligence or intention act of Licensee in which event,to the extent allowed by law, Licensee shall be responsible for the cost of such repairs. Licensee shall maintain the Premises as necessary to serve Licensee's purposes hereunder. 7. Alterations and Improvements. 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. 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 LICENSE AGREEMENT BETWEEN VELOCIS RIDGLEA,L.P.& CTTY OF FORT WORTH PAGE 2 or claim are waived; all 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. 10.1 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 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 FUND ITS OBLIGATIONS UNDER THIS SECTION. 10.2 TO THE EXTENT PERMITTED BY LAW, LICENSOR AGREES TO INDEMNIFY AND HOLD HARMLESS LICENSEE AND ITS AGENTS, ATTORNEYS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, OFFICERS, DIRECTORS, AND RELATED PARTIES (THE "LICENSEE INDEMNIFIED PARTIES") OF AND FROM ANY CLAIM, ASSERTION, DEMAND, RIGHT, OR CAUSE OF ACTION ARISING OUT OF LICENSOR'S USE OF THE PREMISES. 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 LICENSE AGREEMENT BETWEEN VELOCI,S RIDGLEA,L.P.& CrrY OF FORT WORTH PAGE 3 ("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 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. 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 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 LICENSE AGREEMENT BETWEEN VELOCIS RIDGLEA,L.P.& CITY OF FORT WORTH PAGE 4 upon and take possession of the Premises and expel or remove Licensee after Licensee receives notice of such Event of Default. 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: Velocis Ridglea,L.P. c/o Weitzman Management Corporation 3102 Maple Avenue, Suite 350 Dallas, Texas 75201 with copy to: Velocis Ridglea,L.P. 300 Crescent Court, Suite 850 Dallas, Texas 75201 Attn:Asset Manager 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 Attn: Lease Management 15.3 With a copies to: City of Fort Worth Police Department Bob Bolen Public Safety Complex 505 West Felix Fort Worth,Texas 76115 Attn: Planning Manager City of Fort Worth City's Attorney Office 200 Texas Street LICENSE AGREEMENT BETWEEN VELOCIS RIDGLEA,L.P.& CITY OF FORT WORTH PAGE 5 Fort Worth, Texas 76102 15.4 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 Rights 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 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 fo or approval of any subsequent similar act. 19. No Partnership. 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 party's sovereign immunity. LICENSE AGREEMENT BETWEEN VELOCIS RIDGLEA,L.P.& CTTY OF FORT WORTH PAGE 6 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 Licensor only when signed by its Assistant City Manager and shall be of no force and effect until so executed. [Signature Page Follows] LICENSE AGREEMENT BETWEEN VELOCIS RIDGLEA,L.P.& CITY OF FORT WORTH PAGE 7 IN SS WHET E,OF, the parties hereto have caused this Agreement to be executed this day of 2018. LICENSEE: LICENSOR: City of Fort Worth, a home-rule municipal VELOCIS RIDGLEA,L.P. corp of the State of Texas a Texas limited partnership )-e-� 1 JA By: Velocis Ridglea GP,LLC Jay Chapa a Texas limited liability company Assistant City Manager Its: General Partner By: Velocis Fund GP,LP a Delaware limited partnership, Its: Manager By: Velocis Fund UGP,LLC a Delaware limited lia ility company By: Name : Title: 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: ' Title: APPR07YD AS T ORM AND LEGALITY: By:_ Leann zman Senior Assistant City Attorney ATTES Q� Rr�i By: er _ City ecretary Form 1295:Not requiredXp,S M&C:Not Required LICENSE AGREEMENT BETWEEN VELOCbS RMGLEA,L.P.& OFFICIAL R�CQRD CITY OF FORT WORTH PAGE 8 CITY SECRETARY .W R't",TX Exhibit"A" i Licensed Premises „+ R : = 4 i1 CL Y4� .b.' LICENSE AGREEMENT BETWEEN VELOCIS RIDGLEA,L.P.& CITY OF FORT WORTH PAGE 9