HomeMy WebLinkAboutContract 52969 CITY SECRETARY
CONTRACT NO.
C>
o �c
LICENSE AGREEMENT
This License Agreement("Agreement)is entered into this I d 1 1/0 2019 by and between
the City of Fort Worth, Texas, a home-rule municipal corporation of tfie State of Texas ("City') and
Paramount Aerospace Systems USA,Incorporated,a Delaware corporation("Licensee").
WHEREAS,City owns a certain piece of property known as the Structures Building#16 located at 2070
Eagle Parkway, Fort Worth, Texas, 76177 at the Alliance Maintenance Facility ("Property"), which
Property is managed on behalf of City by Hillwood Properties("Property Manager"); and
WHEREAS, Licensee has requested, and the City agrees to grant to Licensee, the use of approximately
21,624 square feet of the Property in accordance with the terms and conditions of this Agreement.
WITNESSETH:
1. Premises.City hereby grants Licensee the exclusive license to use those certain portions of the
Property as shown as in Exhibit"A" (collectively, the "Premises') located at the Alliance Maintenance
Facility for storage of aircraft equipment while a longer term lease between City and Licensee is being
negotiated and approved. Under no circumstances during the Agreement will Licensee 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
used for or stored in equipment on the Premises will not be deemed a violation of this Section. Licensee
shall not install signs, advertising media, and lettering on the Premises without prior written approval of
City. Licensee will have access to the Premises 24 hours a day, 7 days a week. City agrees to provide
Licensee with reasonable prior notice in the event City desires to access the Premises.
2. Access; Parking. Licensee shall also have the non-exclusive use of no less than 25 parking
spaces in the north parking lot as shown in Exhibit"A".The parking area referenced in this Section 2 shall
be included in the definition of"Premises"in this Agreement for all purposes set forth herein,except that
Licensee shall not be required to maintain or repair the parking area unless Licensee or Licensee's invitees,
employees,or contractors damage or otherwise necessitate the maintenance or repair.
3. Condition of Premises. Licensee taking possession of the Premises shall be conclusive
evidence that(a)the Premises are suitable for the purposes and uses for which same are licensed; and(b)
Licensee waives any and all defects in and to the Premises,its appurtenances,and in all the appurtenances
thereto. Further,Licensee takes the Premises and all appurtenances in"AS IS"condition without warranty,
expressed or implied,on the part of City.City shall not be liable to Licensee,Licensee's agents,employees,
invitees, licensees, 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.
4. Term.
(a) Primary Term: Subject to the earlier termination as hereinafter set forth,this Agreement
shall be for a term(" License Term") of 30 days, commencing on October 16, 2019 and
expiring on November 15,2019. This Agreement will terminate upon execution of a lease
between City and Licensee,or as otherwise set forth herein.
License Agreement between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
5. License Fee; Time of essence. Licensee will pay City a license fee of$1.802.00 per month to
use the Premises during the License Term. Fee is due to City on or before the 1'of each month via direct
deposit into the Alliance Maintenance Fund bank account,the information for which shall be provided by
City to Licensee promptly after the Effective Date hereof. If the payment of fees is not received by City as
provided herein, then after ten (10) days after receipt of written notice from City, all amounts due and
payable to City hereunder shall bear interest from the date the payment of fees was due until paid,at a per
annum rate of interest equal to the lesser of(a)eighteen percent(18%)or(b)the highest non-usurious rate
permitted by applicable law. Time is specifically of the essence of this provision and of every provision of
this Agreement.
6. No Services. City shall not furnish Licensee with any utilities, cleaning, lighting, security, or
any other items or services for the Premises.All operating costs of Premises shall be Licensee' sole cost
and expense. If Licensee wants or needs any utilities, cleaning, lighting, security, or any other items or
services while occupying the Premises beyond those currently available at the Premises, then Licensee
shall first obtain permission and approval from the City to contract, add or install any of the above items
and will be responsible for providing same at Licensee's sole cost. Notwithstanding the foregoing, City
acknowledges and agrees that Licensee may desire electrical service at the Premises, and Licensee is
expressly permitted to make all arrangements with the applicable governmental authority or utility
company in order to install and/or provide such service, without the prior approval of the City, except in
the case where the utility company requires an easement from the City and at Licensee's sole cost. If
electrical service is not available at the Premises for any period of fifteen(15)days or longer during the
License Term,Licensee may terminate this Agreement upon written notice to City.
7. Alterations,Additions, Improvements, and Signage. Licensee shall make no alterations on
or additions to,the Premises without the prior written consent of City.Any alterations made to the Premises
by the Licensee shall be at Licensee's sole cost and expense and shall not interfere with the operations of
other Licensees and/or other operations at the Alliance Maintenance Facility. If interference occurs
Licensee will make changes and/or remove the alteration to remedy said interference within 5 days of notice
from City,provided that if such change or removal cannot be completed within 5 days Licensee will not be
in default hereunder if Licensee commences such change or removal and diligently prosecutes such change
or removal to completion. 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
City at the end of the License 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.Licensee
may at its sole option and expense remove any Licensee alterations at any time during the License Term
with City approval. At the termination of this Agreement,whether by lapse of time or otherwise,Licensee
shall(i)deliver the Premises to City in its then"as-is"condition,but in no worse condition than as of the
date of the taking of possession thereof by Licensee, subject only to ordinary wear and tear and damage
caused by casualty or condemnation and(ii)make any rcpairs to the Premises as needed in order to comply
with the provisions of Section 13 below.
S. Indemnity. (a) LICENSEE 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
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, KIND OR DESCRIPTION
License Agreement between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
-2.
RESULTING FROM CLAIMS BY THIRD PARTIES TO THE EXTENT ARISING OR ALLEGED TO
ARISE BY REASON OF(1)INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS
OF PROPERTY OCCURRING IN OR ABOUT THE PREMISES AND RELATING TO THE USE OR
OCCUPANCY OF THE PREMISES BY LICENSEE,ITS EMPLOYEES,AGENTS AND LESSEES,OR
(2)ANY ACT OR OMISSION OCCURRING IN OR ABOUT THE PREMISES AND ON THE PART
OF LICENSEE OR ANY LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR
CONTRACTOR OF LICENSEE, OR(3)ANY BREACH, VIOLATION OR NONPERFORMANCE OF
ANY COVENANT OF LICENSEE UNDER THIS AGREEMENT (EACH A "LIABILITY" AND
COLLECTIVELY, "LIABILITIES"),EXCEPT TO THE EXTENT ARISING OUT OF OR RESULTING
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, LICENSEE, ON NOTICE FROM CITY, SHALL DEFEND SUCH
ACTION OR PROCEEDING, AT LICENSEE'S EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL
APPLY TO ALL ACTIVITIES OF LICENSEE WITH RESPECT TO THE USE AND OCCUPANCY OF
THE PREMISES, WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT 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.
9. Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN
VEHICLES USING THE PREMISES, WHETHER PURSUANT TO THIS AGREEMENT OR
OTHERWISE SHALL BE AT THE RISK OF LICENSEE ONLY,AND NO INDEMNITEES SHALL BE
LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF LICENSEE, 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,
UNLESS DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
10.Insurance.Licensee shall procure and maintain at all times,in full force and effect,a policy or
policies of insurance as specified herein, which liability policy shall name the City of Fort Worth as an
additional insured and covering al 1 public risks related to the leasing,use,occupancy,maintenance,existence
or location of the Premises. Licensee shall obtain the following insurance coverage at the limits specified
herein:
* Commercial General Liability:S1,000,000.00 per occurrence(Including Products and
Completed Operations);
In addition,Licensee shall be responsible for all insurance to any personal property of Licensee or in
License Agreement between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
-3-
Licensee's care,custody or control. Licensee is allowed to self-insure without the prior written consent of City.
Any self-insured retention or other financial responsibility for claims shall be covered directly by Licensee in
lieu of insurance.
11. Surrender; Abandoned Property. Upon expiration or earlier termination of the License
Term, other than execution of a lease agreement between City and Licensee, Licensee will remove
Licensee's property and surrender the Premises in its then"as-is"condition,but in no worse condition than
as of the commencement date of the License Term, ordinary wear and tear and casualty excepted.
Licensee's personal property not promptly removed by Licensee from the Premises within ten (10) days
after 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 Licensee to City. Fixtures attached
to the Premises become the property of City,if not removed as required herein.
12. Assignment and Subletting. Licensee shall not assign this Agreement, or any right of
Licensee under this Agreement, or sublet the Premises, for consideration or no consideration, whether
voluntarily,by operation of law,or otherwise,without City's prior approval,and any attempt to do so shall
be void;all provided that Licensee's employees,contractors and agents may use the Premises in accordance
with the terms and provisions hereof.
13. Damage to Premises or Property of City. If, at any time during the License Term, by the
acts or omissions of the Licensee,its employees,agents,or licensees,the Premises,or any property therein
is damaged or destroyed,Licensee shall be obligated to pay,on demand,all costs to repair same.
14. Repairs and Maintenance.City has no obligation to make repairs of any sort to the Premises,
City's sole obligation hereunder being to make the Premises available to Licensee in accordance with and
subject to the covenants,restrictions and limitations set forth herein. Licensee shall,at its expense,use and
maintain the Premises in a neat, clean, careful, safe, and proper manner including but not limited to any
snow and/or ice removal,trash removal,and comply with all applicable laws,ordinances,orders,rules,and
regulations of all governmental bodies(state,county,federal,and municipal). At no time may there be any
maintenance of any trailers or trucks within the Premises or Property and if a spill of any nature takes place
arising from the actions of Licensee, Licensee must notify the Property Manager immediately and is
responsible for all required clean up and repairs to the extent arising from the spill.
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,in the sole determination of the City,
essential to the rights of both parties,in which event City has the right, but not the obligation,to terminate
the Agreement on 10 days'prior written notice to Licensee.
16. Default and Termination.
(a) Licensee'Default.If Licensee shall fail to cure any default in the performance or observation
any of its obligations hereunder within thirty(30)days after receipt of notice of such default,then City may
terminate this Agreement by giving Licensee five(5)days prior written notice of such termination. Upon
any such termination pursuant to this Section, the Agreement and all interest of Licensee hereunder shall
terminate, but if Licensee does so cure such default within said 5 days, City's termination notice will be
deemed withdrawn.Such rights of City in the case of a default by Licensee 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
License Agreement between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
-4-
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,Licensee may terminate
this Agreement by giving City twenty(20)days prior written notice thereof.If City fails to cure such default
within twenty(20) days of receipt of notice then Licensee may terminate this Agreement. Such rights of
Licensee in the case of a default by City hereunder are not exclusive,but are cumulative of all other rights
Licensee 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.
(c) Termination by Convenience. Either party may terminate this Agreement with 30 day
written notice to the other party.
17. 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 Licensee:
City of Fort Worth Steve Griessel
Lease Management 2221 Alliance Blvd.,Suite 311
Property Management Department Fort Worth,TX 76177
900 Monroe,Suite 400
Fort Worth,TX 76102
With a copy to: With a copy to:
City Attorney Brian Greyling
City of Fort Worth 2221 Alliance Blvd.,Suite 311
200 Texas Street Fort Worth,TX 76177
Fort Worth,TX 76102
The patties hereto shall have the continuing right to change their respective address by giving at least ten
(10)days'notice to the other patty.
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 Worth("Section 2-
134"),City may at City's sole cost and expense,at reasonable times during Licensee' normal business hours
and upon reasonable notice, audit Licensee' "necessary books, papers, documents, records, and personnel",
which is defined in Section 2-134 as"those which pertain to city contracts and subcontracts and are required
to evaluate compliance with the terms of those contracts and subcontracts",provided that(a) any such audit
shall occur onsite at the Premises,(b)City shall not(and shall not permit others)to copy any books,records
or other documents reviewed during such audit,and(c)City shall comply with the provisions of Section 21
herein.
19. Entire Agreement.This Agreement constitutes the entire agreement between City and
Licensee relating to the use of the Premises and no prior written or oral covenants or representations relating
License Agreement between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
-5-
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 Licensee.
21. 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.
22. Confidentiality;Public Disclosure Request. City will not use Licensee's name or logo
relating to this Agreement or Licensee's use of the Premises. Upon City'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,City will(a)immediately give Licensee prior
notice in order to allow Licensee to seek a protective order or other appropriate remedy; (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.
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 APPEAR ON FOLLOWING PAGES)
License Agreement between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
-6-
in witness whereof,the parties hereto have caused this License to be executed with the effective date as
-jQ.)-__I ,2019
CITY: LICENSEE:
CITY OF FOCI'WO TH PARAMOUNT AER E WS EMS USA,INC.
By: By:
Kevin Gunn -
Assist;771
ityManager Name: E v4� IE,SS�JI-.
Date: lQ � / Title: ,AMA�I
Date: io b b l ad ll
CONTRACT COMPLIANCE MANAGER
By signing,I aclmowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring aa�ll performance and reporting r irements.
Name: �'/ k k. 64 0 btl
Title: 6AI10
Date:
APPROVED AS T)Q FORM AND LEGALITY:
By:
Leann Guzman
Senior Assistant City Attorney
Date: 10��i I m74
ATT
By: v k
Mary 'r
City Secr tary
AS—.1"el
Date:
Form 1295:Not required
Contract Authorization:
M&C:Not required
E
License Agreement between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
-7-
Exhibit "A"
NORTH PARKING LOT
PREMISES
3 � -
S - .�.s�j,"'i ��^.""� � .r;r , :-;:�.','r' trr '4` °,:.�•i u7 /III
PCCrn kes
40
+ ilx
yy t
r
. 9 v
+ 7
(j e7
,PREMISES: 21,624 SF' �-
-s-