HomeMy WebLinkAboutContract 54309 CSC No.54309
COVID-19 TESTING SITE LICENSE AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND PARKWAY NORTH NO. 19 LP
THIS 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"
or"CC")and Parkway North No. 1,LP,a Texas limited partnership, ("Licensor").
WHEREAS,Licensor is the owner of certain property located at 9800 Hillwood Parkway,
Fort Worth,TX 76177;and
WHEREAS, due to the COVID-19 outbreak, the City has declared a State of Emergency
and has determined that extraordinary and immediate measures must be taken in order to ensure
the health and safety of the citizens of the City of Fort Worth and the surrounding area; and
WHEREAS, in order to minimize the spread of COVID-19, the City requires additional
outdoor space to install temporary"pop-up"COVID-19 testing sites throughout the City; and
WHEREAS,in support of the City's mission to protect the health and safety of the ctizens
of Fort Worth and the surrounding area and to minimize the impacts of COVID-19, Licensor has
offered to license a portion of Licensor's property to the City; and
WHEREAS, City and Licensor wish to set forth ther terms by which the City may use a
portion of Licensor's property for installing and operating an outdoor COVID-19 testing site.
NOW,THEREFORE,in consideration of the covenants and agreements contained in this
Agreement,Licensor and Licensee hereby agree as follows:
Licensed Premises; Use of Premises. For and in consideration of the agreements of the parties
expressed herein, Licensor does hereby grant to Licensee the non-exclusive use, on a first come,
first served basis, of the outdoor space(the"Premises") identified on Exhibit"A"attached hereto
and incorporated herein for all purposes, located 9800 Hillwood Parkway,Fort Worth, TX 76177.
The Premises will be open to the public and will be used by Licensee as an outdoor, temporary,
"pop-up"COVID-19 testing site(the"Testing Program"). Licensor shall retain the right to use the
Premises for its and its tenants' standard business operations.
I.Term and License Fee.
1.1. Term. Unless terminated earlier pursuant to the terms herein, the initial term of
this Agreement shall be effective beginning on the 21 st day of August,2020 and ending on October
3rd, 2020("Term"). The City will provide COVID-19 testing at the Premises in accordance with
the schedule set forth in Exhibit `B", which is attached hereto and incorporated herein for all
purposes, and at other dates and times as may be agreed upon by the parties. The Term may be
extended by the written mutual agreement of the parties.
2.Licensor's Duties and Responsibilities. In addition to any other duties and responsibilities set
forth in this License Agreement,Licensor shall:
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COVID-19 Testing Site License Agreement CITY SECRETARY
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FT.WORTH, TX
2.1. If possible, provide access to first floor restroom facilities located within
Licensor's building at 9800 Hillwood Parkway for Licensee staff, contractors, volunteers, and
partners. Licensor is not required to make restrooms accessible or available to the general public,
including members of the public who are on the Premises for purposes of participating in the
Testing Program;
2.2. Permit City to bring onto the Premises any equipment, including signage, and
supplies reasonably necessary to further the purposes of the Testing Program, provided such
equipment does not damage the Premises.
2.3. Designate a Licensor employee to serve as the point of contact for logistic and
reporting requirements. The initial point of contact shall be:
Pattie McClean
Email:pattie.mcclean@hillwood.com/Phone: (817)224-6091
2.4. As soon as is reasonably practical,notify Licensee,through its point of contact, of
any unforeseen closure of the Premises;
2.5. Allow Licensee to photograph, video, graphically depict and publicly display the
Premises and other documentation of the Testing Program for any non-commercial purpose
whatsoever;provided,in no event shall Licensee use the name Hillwood or Alliance in any manner
whatsoever without Licensor's prior written consent;
2.6. Notify Licensee,through its point of contact, of all complaints received related to
Licensee's use of the Premises.
3. Licensee's Duties and Responsibilities. In addition to any other duties and responsibilities
set forth in this License Agreement,Licensee shall:
3.1. Manage and operate all aspects of the Testing Program,including,but not limited
to traffic control and management, crowd control and management, and ensuring that all members
of the general public who are on Premises to participate in the Testing Program remain in their
vehicles in the area of the Premises designated for the Testing Program at all times.
3.2. Provide a Testing Program Coordinator to help oversee implementation and
supervision of the Testing Program and work collaboratively with Licensor in the delivery of the
Testing Program services. Among other things, City's Testing Program Coordinator will
communicate with Licensor on issues related to the Testing Program,including the installation and
removal of any City equipment necessary for the operation of the Testing Program.
3.3. Designate a point of contact and Testing Program Coordinator for Testing Program
administration and logistics. The initial point of contact and Testing Program Coordinator shall be:
Cody Whittenburg
Email:Cody.Whittenburg@fortworthtexas.gov
Phone: 817.392.5455
COVID-19 Testing Site License Agreement
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3.4. Each day on which the Testing Program occurs,assemble and install all necessary
equipment for the operation of the Testing Program and remove all equipment and clean-up before
leaving the Premises.
4. 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 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.
5. 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.
6. Utilities and taxes. All utilities and property taxes related to the Premises will be paid by
the Licensor;provided,however,Licensee is responsible for any costs of utilities used by Licensee
in connection with the Testing Program.
7. Repairs and Maintenance. If deemed necessary or desirable by Licensor, any such
repairs(including structural repairs)or general maintenance shall be Licensor's sole responsibility
and expense. Licensee shall maintain the Premises as necessary to serve Licensee's purposes
hereunder. Notwithstanding the foregoing, Licensor shall not be obligated to make any repair
necessitated by the negligence of Licensee or by any breach of this Agreement by Licensee.
8. 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.
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.
10. Indemnity; Limitation of Riaht of Recovery against Licensor. Except for the gross
negligence or willful misconduct of Licensor, or a breach of this Agreement by Licensor or its
agents, attorneys, employees, contractors, representatives, officers, directors, and related parties,
COVID-19 Testing Site License Agreement
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Licensee agrees,to the extent permitted by Texas law and without waiving its sovereign immunity,
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
paragraph. Article XI Section 5 of the Texas Constitution provides that a city is prohibited from
creating a debt unless the city levies and collects a sufficient tax to pay the interest on the debt and
provides a sinking fund.The City of Fort Worth has not and will not create a sinking fund or collect
any tax to pay any obligation created under this section.
11. Assignment or Encumbrance.
11.1. 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.
11.2. 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.
12. Defaults and Remedies.
12.1. Licensee's failure to perform or observe any covenant or condition of this
Agreement shall, if continuing for ten(10) days after written notice thereof to Licensee, constitute
an"Event of Default"hereunder.
12.2. 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
upon and take possession of the Premises and expel or remove Licensee after Licensee receives
notice of such Event of Default.
12.3. 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.
13. Termination. Either party may terminate this agreement without cause by providing
fourteen(14) days' written notice to the other party.
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14. Notices.
14.1. All notices to the Licensor shall be sent to:
Parkway North No. 1,LP
9800 Hillwood Parkway, Suite 300
Fort Worth,TX 76177
Attn: Pattie McClean
14.2. All notices to Licensee shall be sent to:
City of Fort Worth
Maribel Martinez
Office of Emergency Management
200 Texas Street
Fort Worth,TX 76102
With a copy to:
City of Fort Worth
City's Attorney Office
200 Texas Street
Fort Worth,Texas 76102
14.3. 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.
15. 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.
16. 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.
17. 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 to or approval of any subsequent similar act.
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18. 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.
19. 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.
20. Construction. 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.
21. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or
construed to waive either party's sovereign immunity.
22. 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.
23. Effectiveness. This Agreement shall be binding upon the Licensee only when signed by
its Assistant City Manager and shall be of no force and effect until so executed.
24. Time is of the Essence. Time is of the essence of this Agreement and each and every
provision hereof.
COVID-19 Testing Site License Agreement
between the City of Fort Worth and Parkway North No.1,LP 6 of 10
EXECUTED this 19th day of August, 2020.
LICENSEE: LICENSOR:
CITY OF FORT WORTH,a home-rule PARKWAY NORTH NO. 1,LP,
municipal corporation of the State of Texas a Texas limited partnership
u, a. By: Hillwood Alliance Management,L.P.,
Jay Chapa a Texas limited partnership,
Deputy City Manager its general partner
By: Hillwood Alliance GP,LLC,
a Texas limited liability company,
its general partner
Y�
Name: Bill Burton
Title: EVP
APPROVAL RECOMMENDED:
By: I a.
Name: James Davis
Title: Fire Chief
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.
By: 7urtin t'v
-
1-.-Name: Justin Cox
Grants Manager/OEM
APPROVED AS TO FORM AND LEGALITY:
By: amr�"�
Matthew Murray
Assistant City Attorney
No M&C required. Ordinance No. 24161-04-2020
OFFICIAL RECORD
COVID-19 Testing Site License Agreement CITY SECRETARY
between the City of Fort Worth and Parkway North No.1,LP 7 of 10
FT.WORTH, TX
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Mary Kayser
City Secretary
Form 1295:Not required
M&C:Not Required
OFFICIAL RECORD
COVID-19 Testing Site License Agreement CITY SECRETARY
between the City of Fort Worth and Parkway North No.1,LP 8 of 10
FT.WORTH, TX
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Exhibit`B"
Testing Program Schedule
The City will perform the Testing Program on the Premises every Friday afternoon between
the hours of 1:00 p.m. and 5:00 p.m. beginning on Friday, August 21, 2020 and ending
Friday, October 2, 2020.
COVID-19 Testing Site License Agreement
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