HomeMy WebLinkAboutContract 59690CSC No. 59690
PARKING GARAGE LICENSE AGREEMENT
This Parking Garage License Agreement ("Agreement") is entered into by and between the City
of Fort Worth, Texas, a home -rule municipal corporation of the State of Texas ("City"), and The
Texas A&M University System ("Tenant"). City and Tenant may be referred to herein as a "Party"
or the "Parties."
WHEREAS, City owns certain parking garages known as the Houston Street Garage and the
Commerce Street Garage ("Garages") located in Fort Worth, Texas (the "Garages");
WHEREAS, due to construction of various buildings associated with a collaboration between
Tenant and City that will eliminate existing parking on Tenant property, Tenant requires
alternative parking for its students, faculty and staff;
WHEREAS, Tenant has requested, and the City agrees to grant to Tenant, the use of a portion of
the parking spaces located in the Garages in accordance with the terms and conditions of this
Agreement.
NOW, THEREFORE, the parties agree as follows:
TERMS
1. Premises. City hereby grants Tenant a non-exclusive license to use a total of no more than
400 unassigned parking spaces located within the Garages, as described in Exhibit "A" and in
section 4 below, for Tenant students, faculty and staff parking only. Under no circumstances
during the Agreement will Tenant use or cause to be used on the Garages any hazardous or toxic
substances or materials, or store or dispose of any such substances or materials in the Garages;
provided that the presence of fuel, engine oil and hydraulic fluids used for or stored in vehicles
parked in the Garages will not be deemed a violation of this Section. Tenant shall not install signs,
advertising media, and lettering on the Garages without prior written approval of City.
2. Condition of Garages. Tenant taking possession of the City issued access cards for the
Garages shall be conclusive evidence that the Garages are suitable for the purposes and uses for
which same are licensed.
3. License Term: Subject to the earlier termination as hereinafter set forth, this Agreement
will be for an initial two-year term ("License Term"), commencing on August 1, 2023 (the
"Effective Date"). The parties may agree to renew this Agreement for additional one-year terms
upon the mutual, written, agreement of the parties. Either City or Tenant may terminate this
Agreement by providing 120 days' written notice of its intent to terminate to the other party.
4. License Fee; Time of essence. City agrees to grant Tenant up to 250 Parking Garage
Access Cards ("Access Cards") for access to unassigned parking spaces within the Commerce
Street Garage and, if needed due to using all provided access for the Commerce Street Garage, up
License Agreement between the City of Fort Worth and OFFICIAL RECORD
The Texas A&M University System CITY SECRETARY
FT. WORTH, TX
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to 150 Access Cards for access to unassigned parking spaces within the Houston Street Garage, as
provided in Exhibit A. For the initial two-year term, the City will grant to Tenant 125 Access Cards
for access to unassigned parking within the Commerce Street Garage. Tenant may request
additional Access Cards, up to the maximum allotment per the terms of this Agreement, by
providing a written request to the City for additional Access Cards, as needed. Tenant will pay
City a license fee of $60 per access card, per month, to use the Garages during the License Term.
City will invoice Tenant based upon the number of Access Cards issued in any given month and
invoices will be due thirty (30) days after Tenant's receipt. If the payment of fees is not received
by City within thirty (30) days after Tenant's receipt, then after five (5) 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. In the event
the parties mutually agree to renew the License Term, as provided by this Agreement, then each
renewal term will include a $5.00 increase for each Access Card.
(a) Lost or Stolen Access Cards. In no event will City issue to Tenant more than 400
Access Cards for parking in the Garages. If an Access Card is lost or stolen Tenant will
pay to City a replacement fee of $10.00 per Access Card. Access Cards may be replaced,
on a first come first serve basis, if less than 400 Access Cards have been issued at the time
a request for replacement is received by the City.
(b) Garage Access. The Access Cards provide access to the designated parking
garages only. Specific parking spaces within each garage are not guaranteed and are subject
to availability on a first come, first serve basis. Each garage is open to other paying
customers including members of the public and visitors of the City. Students, faculty and
staff of Tenant who receive an Access Card will have access to the Garages from 6:00 a.m.
to 10:00 p.m. daily.
(c) Tenant Upcharge. Tenant hereby agrees that it will not re -sell the Access Cards
granted to Tenant under this Agreement, to its students, faculty, staff or other third parties
at a premium higher than which Tenant agrees to pay City pursuant to the terms of this
Agreement.
S. Alterations, Additions, Improvements, and Signage. Tenant shall make no alterations
on or additions to, the Garages without the prior written consent of City. Any alterations made to
the Garages 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 Garages. If interference occurs Tenant
will make changes and/or remove the alteration to remedy said interference within 5 days of notice
from City. At the termination of this Agreement, whether by lapse of time or otherwise, Tenant
shall (i) deliver the Garages to City in as good a condition as the same was 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) upon City request, remove any alterations made by Tenant
to the Garages.
License Agreement between the City of Port Worth and
The Texas A&M University System
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6. Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN
VEHICLES USING THE GARAGES PURSUANT TO THIS AGREEMENT, SHALL BE AT
THE RISK OF TENANT ONLY, AND CITY SHALL NOT BE LIABLE FOR ANY LOSS OR
THEFT OF OR DAMAGE TO PROPERTY OF TENANT, ITS EMPLOYEES, STUDENTS,
AGENTS, PATRONS, INVITEES, 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 CITY.
7. Insurance. City acknowledges that, because Tenant is an agency of the State of Texas,
liability for the tortious conduct of the agents and employees of Tenant or for injuries caused by
conditions of tangible state property is provided for solely by the provisions of the Texas Tort
Claims Act (Texas Civil Practice and Remedies Code, Chapters 101 and 104), and that Workers'
Compensation Insurance coverage for employees of Tenant is provided by Tenant as mandated by
the provisions of the Texas Labor Code, Chapter 503. Tenant will have the right, at its option, to
(a) obtain liability insurance protecting Tenant and its employees and property insurance
protecting Tenant's buildings and the contents, to the extent authorized by Section 51.966 of the
Texas Education Code or other law; or (b) self -insure against any risk that may be incurred by
Tenant as a result of its operations under this Agreement. Any obligation by Tenant under this
Agreement to obtain insurance is expressly made subject to Tenant's authority under state law to
obtain such insurance. No insurance carrier of either party will have a right of subrogation against
the other party to this Agreement.
S. Abandoned Property. Tenant's personal property not promptly removed by Tenant from
the Garages 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 Tenant
to City. Fixtures attached to the Garages become the property of City, if not removed as required
herein.
9. Assignment and Subletting. Tenant shall not assign this Agreement, or any right of
Tenant under this Agreement, or sublet the Garages, 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 of this Agreement; all provided that Tenant's
contractors, agents and invitees may use the Garages in accordance with the terms and provisions
hereof.
10. Damage to Garages or Property of City. If, at any time during the License Term, by the
acts or omissions of the Tenant, its employees, students, agents, or licensees, the Garages, or any
property therein is damaged or destroyed, Tenant shall be obligated to pay, on demand, all
reasonable costs to repair same.
11. Repairs and Maintenance. City shall, at its expense, maintain the Garages in a neat, clean,
careful, safe, and proper manner including but not limited to any snow and/or ice removal, and
comply with all applicable laws, ordinances, orders, rules, and regulations of all governmental
License Agreement between the City of Fort Worth and
The Texas A&M University System
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bodies (state, county, federal, and municipal).
12. 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 Tenant.
13. Default and Termination.
(a) Tenant's Default. If Tenant shall fail to perform or observe any of its obligations
hereunder then City may terminate this Agreement by giving Tenant twenty (20) days prior
written notice thereof. If Tenant fails to cure such default within fifteen (15) days of receipt
of City's default notice then this Agreement and all interest of Tenant hereunder shall
automatically terminate, but if Tenant 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 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 fail to perform or observe any of its obligations
hereunder then Tenant 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
of Tenant's default notice then Tenant may terminate this Agreement, but if City does so
cure such default within said 15 days, Tenant's termination notice will be deemed
withdrawn. Such rights of Tenant in the case of a default by City hereunder are not
exclusive, but are cumulative of all other rights 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.
14. 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:
City of Fort Worth
Lease Management
Property Management Department
900 Monroe, Suite 400
Fort Worth, TX 76102
To Tenant:
Texas A&M University System — Ft. Worth
Attn: Dr. Kim McCuistion
Burnett Plaza
801 Cherry Street, Suite 850
Fort Worth, TX 76102
License Agreement between the City of Fort Worth and
The Texas A&M University System
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With a copy to:
City Attorney
City of Fort Worth
200 Texas Street
Fort Worth, TX 76102
With a copy to:
The Texas A&M University System
Office of General Counsel
Attn: Property & Construction
301 Tarrow St., 6`h Floor
College Station, Texas 77840-7896
Phone: 979-458-6120
Email: provertvatamus.edu
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.
15. 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 Tenant' normal
business hours and upon reasonable notice, audit Tenant' books and records, but only as it pertains
to this Agreement and as necessary to evaluate compliance with this Agreement.
16. Entire Agreement. This Agreement constitutes the entire agreement between City and
Tenant relating to the use of the Garages and no prior written or oral covenants or representations
relating thereto not set forth herein shall be binding on either party hereto.
17. Amendment. This Agreement may not be amended, modified, extended, or supplemented
except by written instrument executed by both City and Tenant.
18. 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.
19. Electronic Signature. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which shall constitute one and the same instrument. A
facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as
and shall have the same effect as an original.
20. Governing Law. This Agreement shall be construed in accordance with the laws of the
State of Texas.
21. Governmental Powers and Immunity. It is understood and agreed that by execution of
this Agreement, the City does not waive or surrender any of its governmental powers or
immunities. The failure of the City to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's right
to insist upon appropriate performance or to assert any such right on any future occasion.
License Agreement between the City of Fort Worth and
The Texas A&M University System
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22. Limitations. Tenant is an agency of the State of Texas and nothing in this Agreement will
be construed as a waiver or relinquishment by Tenant of its right to claim such exemptions,
privileges, and immunities as may be provided by law. There are or may be constitutional and
statutory limitations on the authority of Tenant to enter into certain terms and conditions in this
Agreement, including, but not limited to, those terms and conditions relating to liens on Tenant's
property; disclaimers and limitations of warranties; disclaimers, limitations and releases of
liability; waivers, disclaimers and limitations of legal rights, remedies, requirements and
processes; limitations of periods to bring legal action; granting control of litigation or settlement
to another party; providing a defense to another party; liability for acts or omissions of third parties;
payment of attorneys' fees and costs; mandatory insurance requirements; dispute resolution;
indemnities; and confidentiality (collectively, the "Limitations"), and any terms and conditions
related to the Limitations will not be binding on Tenant except to the extent authorized by the
Constitution and laws of the State of Texas. Neither the execution of this Agreement by Tenant
nor any other conduct, action, or inaction of any representative of Tenant relating to this
Agreement constitutes or is intended to constitute a waiver of Tenant's or the State's sovereign
immunity to suit.
(SIGNATURES APPEAR ON FOLLOWING PAGES)
License Agreement between the City of Fort Worth and
The Texas A&M University System
M
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND
AGREED:]
City:
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BY: n 3Q 20i 12Dana Burghdoff ( 56 CDT)
Name: DanaBurghdoff
Title: Assistant City Manager
Date: Jun 30, 2023
Tenant:
By:
Nam : Billy Ham7,ancellor
on
Title: Deputy6/Z-/ Cl
and CFO
Date: h'5
r
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Rover Venabies
Title: Aviation Svstems Director
Approved as to Form and Legality:
By:
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Name:
Tavlor Paris
Title:
Assistant City Attorney
Contract Authorization:
M&C: 23_0563
Contract Compliance Manager:
By signing 1 acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name: Ricardo Salazar
Title: Asst. Property Mgmt. Director
City Secretary
By:
Name: Jannette S. Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit "A"
City will provide up to 250 unassigned spaces to Tenant in the Commerce Street Parking Garage,
as identified below.
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City will provide up to 150 unassigned spaces to Tenant in the Houston Street Parking Garage, as
identified below.
19T
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/27/23 M&C FILE NUMBER: M&C 23-0563
LOG NAME: 21TEXAS A&M PARKING AGREEMENT
SUBJECT
(CD 9) Authorize the Negotiation and Execution of a Parking License Agreement for the Lease of Up to 400 Parking Spaces Located at 1200
Houston Street and 1301 Commerce Street with Texas A&M University System in Support of the Texas A&M Fort Worth Campus Project
RECOMMENDATION:
It is recommended that the City Council authorize the negotiation and execution of a parking license agreement for the lease of up to 400 parking
spaces located at 1200 Houston Street and 1301 Commerce Street in support of the Texas A&M Fort Worth Campus project.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek authorization from the City Council to license up to 400 unassigned
parking spaces (License) located at 1200 Houston Street (Houston Street Garage) and 1301 Commerce Street (Commerce Street Garage)
to Texas A&M University System (A&M) in support of the Texas A&M Fort Worth Campus project (Project). The License will allow faculty, staff, and
students of A&M to access to the Houston Street Garage and Commerce Street Garage and unassigned parking spaces during the construction
of the new Law and Education building and the development of the remaining campus buildings. The general terms of the License are as follows:
• Two (2) year initial term with (1) year renewals upon mutual agreement of the parties.
• Rate structure of $60.00/per access card per month during the initial term of the Lease.
• Access cards will be issued for up to 400 unassigned parking spaces, including up to 150 spaces in the Houston Street Garage and up to
250 spaces in the Commerce Street Garage, all available on a first -come first -serve basis from 6:00 a.m. to 10:00 p.m.
A Form 1295 is not required because: This contract will be with a governmental entity, state agency or public institution of higher education: Texas
A&M University System
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of the lease agreement, funds will be deposited
into the Muncipal Parking Fund. The Transportation and Public Works Department (and Financial Management Services) is responsible for the
collection and deposit of funds due to the City.
Submitted for Citv Manaaer's Office by
Oriainatina Business Unit Head
Additional Information Contact:
Expedited
Dana Burghdoff 8018
Steve Cooke
5134
Roger Venables
6334
Ricky Salazar
8379