HomeMy WebLinkAboutContract 36544CITY SECRETARY
C®NTRACT NO
SUBORDINATE LICENSE AGREEMENT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
THIS Subordinate License Agreement ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH, TEXAS, acting by and through its duly authorized City
Manager or Assistant City Manager ("City") and United Way of Metropolitan Tarrant County,
Inc., a Texas Non -Profit Corporation ("Licensee") as of the date on which this Agreement is
executed by the last to sign of City and Licensee ("Effective Date").
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WHEREAS, City has entered into a license agreement ("Katy Freeway License") with
11211 Katy Freeway, L.P. ("Katy Freeway") the owner of the building located at 1500 North
Main, Fort Worth, Texas ("Building") to allow additional parking on City -owned property for
Katy Freeway's tenants. The additional parking area owned by City is shown on the attached
Exhibit "A" ("Remainder Parking Lot").
WHEREAS, Katy Freeway has entered into a lease agreement (the "United Way Lease")
with Licensee to lease office space in the Building;
WHEREAS, as a condition of leasing the office space from Katy Freeway, Licensee
requires a Subordinate License Agreement with City in order to use a portion of the Remainder
Parking Lot upon the occurrence of certain conditions;
WHEREAS, Katy Freeway has agreed to amend the Katy Freeway License to allow this
Agreement in order to lease office space to Licensee, and City is agreeable to amend the Katy
Freeway License and enter into this Agreement in order that the Building can be further occupied
and leased according to City's Vision, as described in the Katy Freeway License.
NOW, THEREFORE, for and in consideration of payments stated herein and other
good and valuable consideration paid, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. GRANT OF LICENSE. City, as owner of the Remainder Parking Lot, does hereby grant
unto the Licensee, its legal representatives and successors, a nonexclusive subordinate
License (hereinafter referred to as the "License") for the temporary parking of the
patrons, employees and invitees of Licensee on the office portion of the Remainder
Parking Lot as shown on Exhibit `B".
2. SUBORDINATE LICENSE. The License is subordinate and subj et to "the Katy�, _;�'
Freeway License, provided however that this Agreement shall remain '��11� force ,andJhu
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effect and shall not terminate upon the termination of the Katy Freeway License if such
termination occurs during the term of the United Way Lease.
3. TERM. This Agreement shall be in effect and continue so long as Licensee, or its
sublessee as provided in Section 11 of this Agreement, leases office space in the
Building, unless terminated earlier as allowed under the Default and Termination Section
of this Agreement.
4. NON -EXCLUSIVITY. The License and other rights and benefits herein created are
exclusive, subject to (i) the Katy Freeway License and (ii) the use of the Remainder Parking
Lot by members of the public to park for free after regular business hours in order to attend
scheduled events at the Rose Theater, located near the Remainder Parking Lot, or to patronize
businesses located within a two (2) block radius of the Remainder Parking Lot as provided by the
Katy Freeway License. So long as the United Way Lease and the License Agreement are in
effect, the terms and conditions in the United Way Lease regarding the use by United
Way of the Remainder Parking Lot shall control over the terms of the Subordinate
License Agreement. Furthermore, Licensee shall have no option to purchase under this
agreement.
5. CONSIDERATION. In consideration of City granting this License to Licensee,
Licensee shall pay City $10.00 per year. Such payment shall be due on October 1 of each
year.
6. INTERFERENCE. The License granted shall be used and enjoyed in such a manner as
to cause the least possible interference with the conduct and operation of the Remainder
Parking Lot, or any portion thereof.
7. NO HAZARDOUS OR TOXIC SUBSTANCES. Under no circumstances during the
term of this Agreement shall Licensee use or cause to be used any hazardous or toxic
substances or materials, or store or dispose of any such substances or materials on the
Remainder Parking Lot.
8. LIENS. Licensee will not cause or permit any mechanics' liens or other liens to be filed
against the Remainder Parking Lot by reason of any work, labor, services, or materials
supplied or claimed to have been supplied to Licensee. If such a mechanic's lien or
materialman's lien is recorded against the Remainder Parking Lot, Licensee must either
cause it to be removed or, if Licensee in good faith wishes to contest the lien, take timely
action to do so, at Licensee's sole expense.
9. DEFAULT AND TERMINATION.
A. Event of Default. Licensee shall be in default of this Agreement if any of its duties
and obligations set forth in any portion of this Agreement are not performed
('Event of Default").
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B. Notice to Cure. If the City determines that an Event of Default has occurred, the
City shall provide a written notice to Licensee that describes the nature of the
Event of Default. Licensee shall have thirty (30) calendar days from the date of
receipt of this written notice to fully cure or have cured the Event of Default. If
Licensee reasonably believes that Licensee will require additional time to cure the
Event of Default, Licensee shall promptly notify the City in writing, in which case
(i) after advising the City Council in an open meeting of Licensee's efforts and
intent to cure, Licensee shall have an additional thirty (30) calendar days from the
original cure date as set forth in the written notice to cure.
C. Termination for Event of Default. If an Event of Default has not been cured
within the time frame specifically allowed under Section 9.13, the City shall have
the right to terminate this Agreement immediately.
D. Termination at Will. If the City and Licensee mutually agree to the termination of
the Agreement, the City and Licensee may terminate this Agreement in a written
format that is signed by both parties. In this event, the Term shall expire as of the
effective date of such mutual termination of this Agreement and neither party shall
have any further rights or obligations hereunder.
F. Termination upon Notice. This License shall terminate upon notice from Katy
Freeway or its successor, of the expiration or termination of the United Way
Lease,
10. INDEMNIFICATION.
LICENSEE, AT LICENSEE'S OWN EXPENSE, SHALL INDEMNIFY, DEFEND
(WITH COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNIFIED
PARTIES HEREIN) AND HOLD HARMLESS THE CITY AND ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES AND CONTRACTORS, FROM AND
AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR DAMAGES OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, TO THE EXTENT (i) CAUSED BY THE NEGLIGENT OR
WILLFUL ACT(S) OR OMISSION(S) OF LICENSEE, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS AND/OR SUBCONTRACTORS, AND
(ii) ARISING OUT OF, OCCASIONED BY OR RELATED TO THE
PERFORMANCE OF THIS AGREEMENT.
11. ASSIGNMENT AND SUBLETTING.
The License granted hereunder shall vest only in Licensee and cannot be transferred,
assigned, leased or conveyed without the prior written consent of City, except that this
Agreement may be assigned without the consent of City in the event of a sublease by
Licensee with the written consent of Katy Freeway or the consent of the then current
Landlord. Any attempted assignment, lease or conveyance without the City's prior written
consent shall constitute grounds for termination of this Agreement granted hereunder
following ten (10) calendar days of receipt of written notice from the City to Licensee.
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12. NOTICES.
All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party designates in writing, by certified
mail, postage prepaid, or by hand delivery:
City: Licensee:
City of Fort Worth
Attn: City Manager
1000 Throckmorton
Fort Worth, TX 76102
with copies to:
the City Attorney and
Economic/Community Development
Director at the same address
and to:
11211 Katy Freeway, L.P.
720 North Post Oak Road, Suite 500
Houston, Texas 77024
and to:
Veronica C. Law
Decker, Jones, McMackin, P.C.
Ste. 2000, 801 Cherry St. Unit#46
Fort Worth, Texas 76102
United Way of Metropolitan Tarrant County
Attn: Mr. Benton Clark
1500 North Main Street
Fort Worth, Texas 76106
Telephone:
13. GOVERNING LAW. This Agreement shall be construed in accordance and governed
by Federal Law and any applicable laws of the State of Texas.
14. CONTRACT CONSTRUCTION. The parties acknowledge that each party and, if it so
chooses, its counsel have reviewed and revised this Agreement and that the normal rule
of construction to the effect that any ambiguities are to be resolved against the drafting
party must not be employed in the interpretation of this Agreement or any amendments or
exhibits hereto.
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15. NO THIRD -PARTY BENEFICIARIES. This Agreement shall inure only to the
benefit of the parties hereto and third persons not privy hereto shall not, in any form or
manner, be considered a third parry beneficiary of this Agreement. Each party hereto
shall be solely responsible for the fulfillment of its own contracts or commitments.
16. SEVERABILITYa The provisions of this Agreement are severable, and if any word,
phrase, clause, sentence, paragraph, section or other part of this Agreement or the
application thereof to any person or circumstance shall ever be held by any court of
competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of
this Agreement and the application of such word, phrase, clause, sentence, paragraph,
section, or other part of this Agreement to other persons or circumstances shall not be
affected thereby and this Agreement shall be construed as if such invalid or
unconstitutional portion had never been contained therein.
17. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in
equity, arises on the basis of any provision of this Agreement, venue for such action shall
lie in Tarrant County, This Agreement shall be construed in accordance with Federal law
and any applicable laws of the State of Texas.
18. COMPLIANCE WITH LAW. Licensee, its officers, agents, employees, contractors
and subcontractors, shall abide by and comply with all laws, federal, state and local,
including the Charter and all ordinances, rules and regulations of the City. It is agreed
and understood that, if City calls the attention of Licensee to any such violations on the
part of Licensee, its officers, agents, employees, contractors or subcontractors, then
Licensee shall immediately desist from and correct such violation.
19. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement,
the City does not waive or surrender any of it governmental powers.
20. ENTIRE CONTRACT. This Agreement (including the attached exhibit) contains
the entire Agreement between City and Licensee, and no oral statements or prior written
matter not specifically incorporated herein is of any force and effect. No modifications
are binding on either party unless set forth in a document executed by that party.
21. COUNTERPARTS. This Agreement may be executed in several counterparts, all of
which when taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of
the date first above written in Fort Worth, Tarrant County, Texas.
United Way of Metropolitan Tarrant
County, a Texas non-profit corporation
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Tom Hund, Chairman of the Board
Date I Z ar l i ao �
City of Fort Worth
Assistant
/.ssistant City ilmey
ACKNOWLEDGMENT
STATE OF §
COUNTY OF §
This instrument was acknowledged before me on d,f ��jz.���✓ /y , 2007, by
Tom Hund, Chairman of the Board, United Way of Metropolitan Tarrant County, on behalf of
the United Way of Metropolitan Tarrant County.
SALLY C. WAGNER
Notary Public, State of Texas
My Commission Expires
June 07, 2011
STATE OF TEXAS §
COUNTY OF TARRANT §
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ACKNOWLEDGMENT
This instrument was acknowledged before me on
by TO Itit, tf ! G G � �1 s
of Fort Worth, on behalf of the City of Fort Worth.
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F;ty C,!rrn�'sssien Cxpiras
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State of Teas
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/11/2007
DATE: Tuesday, September 11, 2007
LOG NAME: 17MERCADO REFERENCE NO.: LA4396
SUBJECT:
Authorization to Amend the License and Option Agreement with 11211 Katy Freeway, L.P., for Use
of the Parking Lot Behind 1500 North Main to Allow a Subordinate Parking License Agreement with
United Way of Metropolitan Tarrant County and Authorization to Execute a Subordinate Parking
License Agreement with United Way of Metropolitan Tarrant County to Use the Parking Lot Behind
1500 North Main
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute an amendment to the License and Option Agreement with 11211
Katy Freeway, L.P., ( City Secretary Contract No 33089) to allow a Subordinate Parking License Agreement
with United Way of Metropolitan Tarrant County; and
2. Authorize the City Manager to execute a Subordinate Parking License Agreement with United Way of
Metropolitan Tarrant County to use the designated office parking area behind the building located at 1500
North Main
DISCUSSION:
On January 10, 2006, the City of Fort Worth sold the Fort Worth Mercado located at 1500 North Main to
11211 Katy Freeway, L.P. (M&C L-14158). As part of the sale, the city entered in a License and Option
Agreement (License Agreement) with 11211 Katy Freeway L.P., (Katy Freeway) for the remainder of the
parking lot located behind 1500 North Main. The License Agreement provides that the parking lot can be
used by the public after hours to attend events at the Rose Theater or patronize business located within a
two block radius of the parking lot.
Katy Freeway has negotiated a lease with United Way of Metropolitan Tarrant County (United Way) for a
portion of the office space in the Fort Worth Mercado Building. Katy Freeway and United Way have
requested that the City execute a Subordinate Parking License Agreement with United Way for the
designated office parking area. The terms of the Subordinate Parking License Agreement are as follows:
1. United Way would not have exclusive use of the parking lot;
2. United Way's License Agreement would be subordinate and subject to the License Agreement with
11211 Katy Freeway (provided however, United Way's License Agreement would not terminate upon a
termination of the License Agreement between the City and 11211 Katy Freeway if such termination occurs
during the term of United Way's Lease, but rather would continue despite such termination);
3. The License Agreement with United Way would be in effect so long as it leases office space at 1500
North Main, and would be nontransferable, except in the event of a sublease by United Way with11211
Katy Freeways consent (or the consent of the then current Landlord under the Lease), ayd puld ter'nate.
upon the expiration or termination of the office space lease; �v�' �:�
oil
http://www.cfwnet.org/council.packet/Reports/mc,print.asp �' i 2'5/2 08
Page 2 of 2
4. The Subordinate License Agreement would terminate if United Way violated the Subordinate License
Agreement between the City and United Way, subject to the opportunity to cure such violation;
5. Require a payment of $10.00 per annum by the United Way to the City of Fort Worth as consideration;
and
6. The Subordinate License Agreement will not have an option to purchase all or any portion of the parking
lot
Staff recommends amending the License and Option Agreement with Katy Freeway to allow the
Subordinate Parking License Agreement with United Way and executing a Subordinate Parking License
Agreement with United Way.
The Fort Worth Mercado and parking lot is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Economic
responsible for collecting and depositing the funds.
TO Fund/Account/Centers
GG01 481306 0171000 100.00
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
and Community Development Department will be
FROM Fund/Account/Centers
Dale Fisseler (6140)
Tom Higgins (6192)
Cynthia Garcia (8187)
http://www. cfwnet.org/council�acket/Reports/mc�rint. asp
1/25/2008