HomeMy WebLinkAboutContract 53773 CITY SECRETARY
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LICENSE AGREEMENT
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This License Agreement ("Agreement") is entered into this March 23, 2020 by and between the
City of Fort Worth,Texas,a home-rule municipal corporation of the State of Texas("City"),and American
Lumber("Tenant").
WHEREAS, City owns a certain piece of property known as the Administration Office Building located
at 201 American Concourse, Suite 200, Fort Worth, Texas, 76106 at the Meacham International Airport
("Property"); and
WHEREAS, Tenant has requested, and the City agrees to grant to Tenant, the use of approximately
2,005.68 square feet of the Property in accordance with the terms and conditions of this Agreement.
WITNESSETH:
1. Premises. City hereby grants Tenant the exclusive license to use those certain portions of the
Property as shown as in Exhibit "A" (collectively, the "Premises") located at the Meacham International
Airport for storage of equipment, starting tenant improvements, installation of shelfing and prepping the
space for operations while a longer term lease between City and Tenant is being negotiated and approved.
Under no circumstances during the Agreement will Tenant 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. Tenant shall not install signs, advertising
media,and lettering on the Premises without prior written approval of City. Tenant will have access to the
Premises 12 hours a day, 6 days a week. City agrees to provide Tenant with reasonable prior notice in the
event City desires to access the Premises; provided that City may not interfere with Tenant's use of the
Premises in accordance with this Agreement.
2. Access; Parking. Tenant shall have the nonexclusive right for Tenant personnel to access the
uncovered administration parking lot on the Property, as needed. During deliveries to the Premises, the
tenant's contractor shall have nonexclusive right to the loading area on the South end of the administration
building,but shall not have the right to park in the loading area before or after deliveries are made.Access
to the loading area and deliveries shall not interfere or disrupt operations of existing Tenants or the Property.
3. Condition of Premises.Tenant 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) Tenant
waives any and all defects in and to the Premises,its appurtenances, and in all the appurtenances thereto.
Further,Tenant 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 Tenant, Tenant'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 April 1,2020 and expiring
License Agreement between the City of Fort Worth and American Lumber,Inc.
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FT. WORTH,TX
on April 30, 2020. In the event a lease is not executed by the expiration date,the License
Term shall be automatically extended 30 days or until a lease is executed whichever is
sooner. This Agreement will terminate upon execution of a lease between City and Tenant,
or as otherwise set forth herein
5. License Fee; Time of essence. Tenant will pay City a license fee of$1,468.48 for the term
April 1 through April 30, 2020. If this agreement is automatically extended, beginning May 1, 2020 the
license fee for the extended License Term period will be$1,468.48 to use the Premises during the License
Term. Fee is due to City on or before the I"of each month,the information for which shall be provided by
City to Tenant 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. Services. City shall furnish Tenant with utilities and lighting.
7. Alterations,Additions,Improvements,and Signage. Tenant 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 Tenant shall be at Tenant's sole cost and expense and shall not interfere with the operations of other
tenants and/or other operations at the Meacham International Airport Administration Building. If
interference occurs Tenant 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 Tenant will not be in default hereunder if Tenant 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.Tenant may at its sole option and expense remove any Tenant alterations at any time during the
License Term with City approval. At the termination of this Agreement, whether by lapse of time or
otherwise, Tenant 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 Tenant, subject only to ordinary wear
and tear and damage caused by casualty or condemnation and (ii) make any repairs to the Premises as
needed in order to comply with the provisions of Section 13 below.
8. Indemnity. (a) TENANT 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, LOSSES73 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
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 TENANT, ITS EMPLOYEES, AGENTS AND LESSEES, OR
(2) ANY ACT OR OMISSION OCCURRING IN OR ABOUT THE PREMISES AND ON THE PART
OF TENANT OR ANY LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR
License Agreement between the City of Fort Worth and American Lumber,Inc.
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CONTRACTOR OF TENANT, OR (3) ANY BREACH, VIOLATION OR NONPERFORMANCE OF
ANY COVENANT OF TENANT 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, TENANT, ON NOTICE FROM CITY, SHALL DEFEND SUCH
ACTION OR PROCEEDING, AT TENANT'S EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL
APPLY TO ALL ACTIVITIES OF TENANT 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 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.
9. Waiver of Liability. ALL AIRCRAFT, VEHICLES AND ALL PERSONAL PROPERTY
WITHIN AIRCRAFT AND VEHICLES USING THE PREMISES, WHETHER PURSUANT TO THIS
AGREEMENT OR OTHERWISE SHALL BE AT THE RISK OF TENANT ONLY, AND NO
INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY
OF TENANT, 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. Tenant 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 all public risks related to the leasing,use,occupancy,maintenance,existence
or location of the Premises. Tenant shall obtain the following insurance coverage at the limits specified
herein:
* Commercial General Liability: $1,000,000.00 per occurrence(Including Products and
Completed Operations);
In addition, Tenant shall be responsible for all insurance to any personal property of Tenant or in
Tenant's care, custody or control. Tenant 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 Tenant 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 Tenant, Tenant will remove Tenant's
License Agreement between the City of Fort Worth and American Lumber,Inc.
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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. Tenant's personal
property not promptly removed by Tenant 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 Tenant to City.Fixtures attached to the Premises become
the property of City,if not removed as required herein.
12. Assignment and Subletting. Tenant shall not assign this Agreement, or any right of Tenant
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 Tenant'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 Tenant,its employees,agents,or licensees,the Premises,or any property therein is
damaged or destroyed,Tenant 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 Tenant in accordance with and
subject to the covenants, restrictions and limitations set forth herein. Tenant 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 Tenant,Tenant 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 Tenant.
16. Default and Termination.
(a) Tenant' Default. If Tenant 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 Tenant five(5)days prior written notice of such termination.Upon any
such termination pursuant to this Section, the Agreement and all interest of Tenant hereunder shall
terminate, but if Tenant 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 Tenant 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
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, Tenant 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 Tenant may terminate this Agreement. Such rights of
Tenant in the case of a default by City hereunder are not exclusive, but are cumulative of all other rights
License Agreement between the City of Fort Worth and American Lumber,Inc.
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Tenant 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 Tenant:
City of Fort Worth Aviation Department American Lumber
Real Property Manager Barry Hendler
201 American Concourse 207 S.Getty Street
Fort Worth,TX 76106 Uvalde,TX 78801
With a copy to:
City Attorney
City of Fort Worth With a copy to:
200 Texas Street BJ Hendler
Fort Worth,TX 76102 Bryan,TX 777802
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.
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 Tenant' normal business hours
and upon reasonable notice, audit Tenant' "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 iduring 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 Tenant
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.
20. Amendment. This Agreement may not be amended, modified, extended, or supplemented
except by written instrument executed by both City and Tenant.
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.
License Agreement between the City of Fort Worth and American Lumber,Inc.
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22. Confidentiality;Public Disclosure Request. City will not use Tenant's name or logo relating
to this Agreement or Tenant'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 Tenant's technology, operations, customers,business plans,promotional
and marketing activities, finances, and other business affairs, City will (a) immediately give Tenant prior
notice(including email notice to foia@amazon.com) in order to allow Tenant 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 American Lumber,Inc.
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In witness whereof,the parties hereto have caused this Lease to be executed with the effective date as
2020
CITY: TENANT:
CITY OF FORT WORTH AMERICAN LUMBER, INC.
By: By:
Fernando Costa
Assistant City Manager Name: Barry Hendler
Date: �{�,Z�240 Title: COO
Date: 3/25/20
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract,
including e uring all pe rmance ortin nts.
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Title: 9;�14&
Date:
APPROVED AS TO ORM ND LEGALITY:
By:
T omas Royce Hansen
Assistant City Attorney
Date: y/�boa _
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AT
TEST• d;
By Mary J.Ka§WW V
City Secretary
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Date:
Form 1295:Not required
Contract Authorization:
M&C:Not required
UFFFT LWORTHO
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License Agreement between the City of Fort Worth and American Lumber,Inc.
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Exhibit"A"
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2005.68
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SECOND FLOOR
TENANT SPACE Suite-') Hahnfeld awhit..ts 200 Bailey Ave.,Suite 200
MEACHAM OFFICE BUILDING Hoffer planners Fort Worth,Texas 7ti107
w § 817.921.5928
FORT WORTH,TX Stanford interiors fax 817.302.0692
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Exhibit"B"
EXHIBIT "B"
1LANDATORY L`IPROVEMENTS
Approxiruately 2,005.68 square feet of office space
+ All mandatory improvements for Suite 200 must be completed in accordance with Section
4.
+ Construction of office space finish-out will be completed iffiin six(6)months of the
execution of the Agreement and approved by the Director or authorized representative.
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