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HomeMy WebLinkAboutContract 61733PARKING LOT LICENSE AGREEMENT BETWEEN THE FIRST PRESBYTERIAN CHURCH OF FORT WORTH AND THE CITY OF FORT WORTH This Parking Lot License Agreement (“License”) is by and between The First Presbyterian Church of Fort Worth, a Texas non-profit corporation (“Licensor”), and the City of Fort Worth, a home- rule municipal corporation of the State of Texas (“Licensee”). WHEREAS, Licensor owns a certain property located at 1001 Penn Street, Fort Worth, Texas 76102 (the “Premises”) as depicted in the attached Exhibit “A;” and WHEREAS, Licensee has requested, and the Licensor agrees to grant to Licensee, the non-exclusive use of the Premises for parking in accordance with the terms and conditions of this License. W I T N E S S E T H: 1.Premises. Licensor hereby grants to Licensee, its contractors, agents, employees, invitees, licensees, and guests, the non-exclusive use of the surface of the property located 1001 Penn Street, Fort Worth, Texas 76102 (the “Premises”) as depicted in Exhibit “A,” attached hereto and incorporated herein for all purposes, for up to ninety-eight (98) parking spaces from 7:00 a.m. to 7:00 p.m., Monday through Friday. The Premises may only be used for the parking of personal vehicles of Licensee and its contractors, agents, employees, invitees, licensees, or guests. Under no circumstances during the License 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 vehicles on the Premises in strict compliance with applicable law will not be deemed a violation of this Section. No construction equipment, tractor trailers, or other large vehicles or equipment may be parked or placed on the Premises. Licensee shall not install signs, advertising media, and lettering on the Premises without the prior written approval of Licensor. Upon no less than forty-eight (48) hours’ notice to Licensee, Licensor shall be permitted the exclusive use of the Premises. Licensee shall not be obligated to pay Rent (as hereinafter defined) during Licensor’s use of the Premises and the Rent shall be shall be reduced by one thirtieth (1/30) for each day Licensee is required to vacate the Premises. Provided that Licensee is not in default under this License, Licensor shall not interfere with Licensee’s use of the Premises in accordance with this License. 2.Condition of Premises. Licensee’s use of the Premises shall be conclusive evidence that: (a) the Premises is suitable for the purposes and uses for which the Premises are Licensed; and (b) Licensee waives any and all defects in and to the Premises and any appurtenances thereto. Further, Licensee takes the Premises and all appurtenances in “AS IS” condition without warranty, expressed or implied, on the part of Licensor, including without limitation, any warranty of habitability or fitness for a particular purpose. Except to the extent arising from Licensor’s gross negligence or willful misconduct, Licensor shall not be liable to Licensee, Licensee's contractors, agents, employees, invitees, licensees, or guests for any damage to any person or property resulting from Licensee’s use of the Premises or due to any appurtenance thereof being improperly constructed or being or becoming in disrepair. To the extent permitted by Texas law and without waiving its sovereign immunity, Licensee shall indemnify, defend and hold harmless Licensor, its affiliates, officers, agents, employees and successors from and against any and all liabilities, claims, demands, losses, damages, fines penalties, costs and expenses (including reasonable attorney’s fees) by third parties resulting from or arising out of Licensee’s use of the Premises, to the extent such claims are caused by the negligence, misconduct, or breach of this License by Licensee, or the actions of Licensee’s contractors agents, employees, invitees, licensees, or guests. Nothing contained herein shall ever be construed so as to require the Licensee to assess, levy and collect any tax to fund its obligations under this License. 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 License. 3.License Term: The License shall commence on August 1, 2024 and expire on November 30, 2024 (“Initial Term”) unless terminated in accordance with Section 12. Upon expiration of the Initial Term, the Licensee shall have the option to renew the License on a month-to-month basis (each a “Renewal Term”) upon Licensee’s ten (10) day written notice to Licensor prior to expiration of Initial Term or any subsequent Renewal Term, unless terminated earlier in accordance with Section 12. The Initial Term and all Renewal Terms are collectively referred to as the “License Term.” 4.Rent; Time of Essence. Licensee will pay Licensor rent in the amount of Seven Thousand, Fifty-Six Dollars and 00/100 ($7,056.00) per month (the “Rent”) for the use the Premises during the License Term. Rent is due to Licensor on or before the 1 st of each month payable to Licensor at 1000 Penn Street, Fort Worth, Texas 76102. If Licensee fails to pay the rent within fifteen (15) days after written notice from Licensor of Licensee’s late payment, then, at that time, such non-payment will be considered an event of default under this License, subject to provisions within Section 12. Time is specifically of the essence of this provision and of every provision of this License. 5.No Services. Licensor shall not furnish Licensee with any utilities, cleaning, lighting, security, or any other items or services for the Premises. All operating costs and maintenance of Premises shall be Licensee’ sole cost and expense. If Licensee desires or needs any utilities, cleaning, lighting, security, or any other items or services while occupying the Premises, then Licensee will be responsible for providing such utilities and services at Licensee’ sole cost and expense. Licensee shall not obtain any utilities, cleaning, lighting, security, or any other items or services without the prior written consent of Licensor. 6.Alterations, Additions, Improvements . Licensee shall not make any alterations, additions or improvements to the Premises without the prior written consent of Licensor. Any alterations made to the Premises by the Licensee shall be at Licensee’s sole cost and expense and must be performed in a good and workmanlike manner in accordance with applicable law. All alterations, additions and improvements made to or fixtures or other improvements placed in or upon the Premises shall be deemed the property of Licensee at the end of the License Term. It is the intent of Licensor and Licensee that any alterations, additions, or improvements made by Licensee will be temporary in nature and at the termination of this License, whether by lapse of time or otherwise, Licensee shall have thirty (30) days to remove any such alterations, additions, improvements and repair any damage to the Premises caused by such removal. Licensee agrees to return Premises to its original condition prior to any alterations, additions, or improvements to Premises. If not removed after thirty (30) days, any alterations, additions, or improvements shall be considered abandoned by Licensee. Upon expiration or termination of this License, Licensee shall be required to: (i) deliver the Premises to Licensor in as good a condition 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 Licensor’s written request, Licensee shall remove any alterations, additions and improvements made by Licensee and make any repairs to the Premises as needed in order to comply with the provisions of this License. 7. Insurance. Licensor agrees to provide insurance coverage for commercial general liability, fire and casualty, and property damage for the property owned by the Licensor, situated at, and including, the Premises. Verification of this coverage shall be provided to Licensee prior to the execution of this License. Licensee assumes no liability or financial obligation for the acquisition or maintenance of such insurance; all costs incurred during the course of insuring the Licensed Premises shall be borne solely by the Licensor. Licensee is a self-ensured entity and as such, generally, it does 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 Licensee and not by a commercial insurance company. 8.Assignment and Subletting. Licensee shall not assign this License, or any right of Licensee under this License, or sublet the Premises, for consideration or no consideration, whether voluntarily, by operation of law, or otherwise without Licensor’s approval, and any attempt to do so shall be void, and any such attempt shall, at Licensor’s option, cause immediate termination of this License. 9.Damage to Premises or Property of Licensor. If, at any time during the License Term, by the acts or omissions of the Licensee, or Licensee’s contractors, agents, employees, invitees, licensees, or guests, the Premises is damaged or destroyed, Licensee shall be obligated to pay all reasonable, necessary, and documented costs to repair the Premises, subject to the approval of the governing body of Licensee, if required. 10.Repairs and Maintenance. Licensor has no obligation to make any repairs to the Premises prior to Licensee’s occupancy. Furthermore, Licensor has no obligation to repair any damage to the Premises due to Licensee’s occupancy and use of the Premises. Licensor’s sole obligation hereunder is 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 sole cost and expense, use and maintain the Premises in a neat, clean, safe, and proper manner, including, but not limited, to snow and ice removal, and comply with all applicable laws, ordinances, orders, rules, and regulations of all governmental bodies (state, county, federal, and municipal). 11.Severability. If any clause or provision of this License 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 License shall not be affected thereby unless such invalidity is, in the reasonable determination of the parties, essential to the rights of both parties, in which event either party has the right, but not the obligation, to terminate the License on written notice to the other party. 12.Default and Termination. (a)Licensee’ Default. If Licensee shall fail to perform or observe any of its obligations hereunder then Licensor may terminate this License by giving Licensee fifteen (15) days prior written notice thereof. If Licensee fails to cure such default within fifteen (15) days of receipt of Licensor’s default notice then this License and all interest of Licensee hereunder shall automatically terminate, but if Licensee does so cure such default within said fifteen (15) days, Licensor’s termination notice will be deemed withdrawn. Such rights of Licensor in the case of a default by Licensee hereunder are not exclusive, but are cumulative of all other rights Licensor 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)Licensor's Default. Should Licensor commit a default under this License, Licensee may terminate this License by giving Licensor fifteen (15) days prior written notice thereof. If Licensor fails to cure such default within fifteen (15) days of receipt of Licensee’s notice then Licensee may terminate this License. Such rights of Licensee in the case of a default by Licensor 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 Without Cause. Either party terminate this License at any point during the Term by providing no less than thirty (30) days’ written notice of termination to the other party. (d) Funding and Non-Appropriation. This Agreement shall terminate in the event that the governing body of Licensee shall fail to appropriate sufficient funds to satisfy any obligation of Licensee hereunder. Termination shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever comes first. Termination pursuant to this non-appropriation clause shall be without further penalty or expense to either party. 13. 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 Licensee: To Licensor: City of Fort Worth First Presbyterian Church Of Fort Worth License Management Attn: Business Office Property Management Department 1000 Penn Street 900 Monroe, Suite 400 Fort Worth, Texas 76102 Fort Worth, Texas 76102 With a copy to: City Attorney City of Fort Worth 100 Fort Worth Trail Fort Worth, TX 76102 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. 14. 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, Licensee may at Licensee’s sole cost and expense, at reasonable times during Licensor’s normal business hours and upon reasonable notice, audit Licensor’s books and records, but only as it pertains to this License and as necessary to evaluate compliance with this License. 15. Entire License. This License constitutes the entire License between Licensor and Licensee 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. 16. Amendment. This License may not be amended, modified, extended, or supplemented except by written instrument executed by both Licensor and Licensee. 17. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or construed to waive Licensee’s sovereign immunity. 18.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. 19.Counterparts. This License 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. (SIGNATURES APPEAR ON FOLLOWING PAGES) In witness whereof, the parties hereto have caused this License to be executed as the day and year first above set forth. LICENSEE: LICENSOR: CITY OF FORT WORTH THE FIRST PRESBYTERIAN CHURCH OF FORT WORTH By: By: _______________________________ Dana Burghdoff Herd Midkiff Assistant City Manager Chair, Board of Trustees Date: ___________________________ Date: _____________________________ 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. Name: ____________________________ Title: _____________________________ Date: _____________________________ APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Matthew A. Murray Assistant City Attorney Date: _____________________________ ATTEST: By: ______________________________ Jannette S. Goodall City Secretary Date: _____________________________ Form 1295: Contract Authorization: Not required M&C: Not required Exhibit “A”