HomeMy WebLinkAboutContract 56236 DocuSign Envelope ID:33ED8CD1-BCE8-49AD-AE54-FB56F6F3A16F
CSC No. 56236
NON-EXCLUSIVE PARKING LICENSE AGREEMENT
This Non-Exclusive Parking License Agreement("Agreement") is entered into this 19 day of August
2021 ("Effective Date) by and between the City of Fort Worth, Texas, a home-rule municipal corporation of the
State of Texas ("City'),and Gatik Al, Inc., a Delaware corporation ("Licensee").
WHEREAS, City owns a certain piece of property known as the Structures Building 416, located at 2070
Eagle Parkway, Fort Worth,Texas 76177 at the Alliance Maintenance Facility(the "Property"), said Property being
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 a portion of the
ground floor on the Property for temporary truck parking in accordance with the terms and conditions of this
Agreement.
WITNESSETH:
1. Premises. City hereby grants Licensee the non-exclusive license to park up to eight(8)trucks on the first
floor of the Property ("Parking Area") as described in Exhibit "A" located at the Alliance Maintenance Facility.
Under no circumstances during the Agreement will Licensee use or cause to be used on the Parking Area any
hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Parking
Area;provided that the presence of fuel, engine oil and hydraulic fluids as commonly used for or stored in vehicles
parked on the Parking Area will not be deemed a violation of this Section.Licensee shall not install signs,advertising
media, or lettering in or on the Parking Area without prior written approval of City. Licensee will have access to
the Parking Area twenty-four (24) hours a day, seven (7) days a week. City agrees to provide Licensee with
reasonable prior notice in the event City desires to access the Parking Area; however,the City reserves the right to
use the Parking Area in any way that does not materially interfere with Licensee's use of the Parking Area in
accordance with this Agreement.
2. Condition of Parking Area. Licensee taking possession of the Parking Area shall be conclusive
evidence that(a)the Parking Area is suitable forthe purposes and uses for which same are licensed;and(b)Licensee
waives any and all defects in and to the Parking Area, its appurtenances, and in all the appurtenances thereto.
Further, Licensee takes the Parking Area 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 Parking Area or any part of any appurtenance thereof
being improperly constructed or being or becoming in disrepair.
3. License Term: Subject to the earlier termination as hereinafter set forth,this Agreement shall commence
on August 19,2021 and expire November 30,2021.This Agreement maybe terminated by either party by providing
a 30-day written notice.
4. License Fee; Time of essence. City and Licensor expressly agree and stipulate that this Agreement
is based on valuable consideration and an exchange of promises that will be independently beneficial to both parties.
In support of the Property Manager's Mobility Innovations Zone Program, Licensee will pay no license fee to City
to use the Parking Area during the License Term.
License Agreement between the City of Fort Worth and
Gatik AI,LLC
OFFICIAL RECORD
CITY SECRETARY
- 1 - FT.WORTH,TX
DocuSign Envelope ID:33ED8CD1-BCE8-49AD-AE54-FB56F6F3A16F
5. No Services. City shall not furnish Licensee with any utilities, cleaning, lighting, security, or any other
items or services for the Parking Area. All operating costs of Parking Area shall be at Licensee's sole cost and
expense. If Licensee wants or needs any utilities, cleaning, lighting, security, or any other items or services while
occupying the Parking Area,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. Nothing herein
shall constitute an obligation of City funds.
6. Alterations, Additions, Improvements, and Signage. Licensee shall make no alterations on or
additions to the Parking Area without the prior written consent of City. If approved by the City, any alterations
made to the Parking Area 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 five (5) days of notice
from City.All alterations,additions and improvements made to or fixtures or other improvements placed in or upon
the Parking Area shall be deemed a part of the Parking Area 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 Parking
Area 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 Parking Area to City in as good a
condition as the same was 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) upon City request, remove any alterations
and make any repairs to the Parking Area as needed in order to comply with the provisions of Section 13 below.
7. 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 CLAIMS, 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, HIND OR DESCRIPTION TO THE EXTENT ARISING OR ALLEGED TO
ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR
LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE PARKING
AREA BY LICENSEE, ITS EMPLOYEES, AGENTS AND LESSEES OR (2) BY REASON OF
ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR
ALLEGED TO BE OCCASIONED BY ANY ACT OR OMISSION ON THE PART OF LICENSEE
OR ANY LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF
LICENSEE OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY
COVENANT OF LICENSEE UNDER THIS AGREEMENT (COLLECTIVELY,
"LIABILITIES"),EXCEPT TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE
GROSS 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 OR CLAIM, 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 PARKING AREA, WHETHER
License Agreement between the City of Fort Worth and
Gatik AI,LLC
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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.
8. Waiver of Liability. ALL PERSONAL PROPERTY OF LICENSEE, INCLUDING TRUCKS
USING THE PARKING AREA, 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.
9. 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 all public risks related to the leasing,use,occupancy,maintenance,existence or location of the Parking Area.
Licensee 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,Licensee shall be responsible for all insurance to any personal property of Licensee or in 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.
10. Abandoned Property. Licensee's personal property not promptly removed by Licensee from the
Parking Area at 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
Parking Area become the property of City,if not removed as required herein.
11. Assignment and Subletting. Licensee shall not assign this Agreement, or any right of Licensee under
this Agreement,or sublet the Parking Area,for consideration or no consideration,whether voluntarily,by operation
of law,or otherwise,and any attempt to do so shall be void,and any such attempt shall cause immediate termination
License Agreement between the City of Fort Worth and
Gatik AI,LLC
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of this Agreement;all provided that Licensee's contractors and agents may use the Parking Area in accordance with
the terms and provisions hereof.
12. Damage to Parking Area or Property of City. If, at any time during the License Term, by the acts
or omissions of the Licensee, its employees, contractors, or agents of licensees, the Parking Area, or any property
therein is damaged or destroyed, Licensee shall be obligated to pay, on demand, all costs to repair or replace such
damaged or destroyed property.
13. Repairs and Maintenance. City has no obligation to make repairs of any sort to the Parking Area.
City's sole obligation hereunder being to make the Parking Area 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
Parking Area in a neat, clean, careful, safe, and proper manner and comply with all applicable laws, ordinances,
orders, rules, and regulations of all governmental bodies (state, county, federal, and municipal). Licensee shall be
responsible, at their sole expense, for any and all clean up and/or repairs to damage to the Parking Area due to the
trucks accessing and parking in the Parking Area, including but not limited to, chemical spills and environmental
clean-up if required. At no time may there be any maintenance of any trailers or trucks within the Parking Area 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.
14. 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 written notice
to Licensee.
15. Default and Termination.
(a) Licensee's Default. If Licensee shall fail to perform or observe any of its obligations hereunder then
City may terminate this Agreement by giving Licensee twenty (20) days prior written notice thereof. If Licensee
fails to cure such default within fifteen (15) days of receipt of City's default notice than this Agreement and all
interest of Licensee hereunder shall automatically terminate, but if Licensee does so cure such default within said
15 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 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
fifteen(15) days of receipt 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.
16. 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
License Agreement between the City of Fort Worth and
Gatik AI,LLC
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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 Gatik Al, LLC
Lease Management c/o Hillwood Properties
Property Management Department 9800 Hillwood Parkway, Suite 300
900 Monroe,Suite 400 Fort Worth, Texas 76177
Fort Worth,TX 76102
With a copy to:
City Attorney's Office
Attn: Matt Murray
City of Fort Worth
200 Texas Street
Fort Worth,TX 76102
With a copy to the Property
Manager:
Jason Long
Hillwood Properties
9800 Hillwood Parkway, Suite 300
Fort Worth, TX 76177
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.
17. 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, City may at City's
sole cost and expense, at reasonable times during Licensee' normal business hours and upon reasonable notice, audit
Licensee' books and records, but only as it pertains to this Agreement and as necessary to evaluate compliance with
this Agreement.
18. Entire Agreement. This Agreement constitutes the entire agreement between City and Licensee
relating to the use of the Parking Area and no prior written or oral covenants or representations relating thereto not
set forth herein shall be binding on either party hereto.
19. Amendment.This Agreement may not be amended,modified, extended,or supplemented except
by written instrument executed by both City and Licensee.
20. 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
Gatik AI,LLC
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DocuSign Envelope ID:33ED8CD1-BCES-49AD-AE54-FB56F6F3A16F
In witness whereof,the parties hereto have caused this Lease to be executed as the day and year first above set forth.
CITY: LICENSEE:
CITY OF FORT WORTH GATIK Al,LLC DocuSigned by:
XI d g�����o GA�.z ,. Nam.&
B Dana Burghdoff ug30,202115:08 CDT) B
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Dana Burghdoff Gautam Narang
Assistant City Manager Name:
Aug 30,2021 CEO
Date: Title:
Date: 8/27/2021
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.
X
Name: Mark Bro n(Aug 30,202112:32 CDT)
Title: Senior Land Agent,Property Management Department
Date: Aug 30,2021
APPROVED AS TO FORM AND LEGALITY:
ma#tew-dLM Y^ILGI
By: Matthew Murray(Aug 30,2021 1 :43 CDT)
Matthew A. Murray
Assistant City Attorney
Date: Aug 30,2021
ICY
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By: Ronald P.Gonzales(Aug 30,202115:15 CDT) Q
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nald P.
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Interim City Secretary a cJ
tary Nix()
Date: Aug 30,2021
Form 1295: Not required
Contract Authorization:
M&C: Not required
License Agreement between the City of Fort Worth and
Gatik AI,LLC
OFFICIAL RECORD
CITY SECRETARY
-6- FT.WORTH,TX
DocuSign Envelope ID:33ED8CD1-BCE8-49AD-AE54-FB56F6F3A16F
Exhibit"A"
The Parking Area is labeled "Gatik" and highlighted in yellow
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Paramount Lease Area V. OAI Lease Space
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North Rallup Doors
License Agreement between the City of Fort Worth and
Gatik Al,LLC
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DocuSign Envelope ID:33ED8CD1-BCE8-49AD-AE54-FB56F6F3A16F