HomeMy WebLinkAboutContract 61793CSC No. 61793
NON-EXCLUSIVE ADMINISTRATION BUILDING
SHARED OFFICE SPACE LICENSE
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
This NON-EXCLUSIVE ADMINISTRATION BUILDING OFFICE SPACE LICENSE
AGREEMENT ("License") is made and entered into by and between the CITY OF FORT
WORTH ("Licensor"), a home rule municipal corporation under the State of Texas, acting by and
through ROGER VENABLES, its duly authorized Aviation Systems Director, and NORTH
INVESTMENTS COMPANY LLC ("Licensee"), a Texas limited liability company acting by and
through North A VanHooser, its duly authorized President/CEO.
[n consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1.LICENSED PREMISES; USE.
1.1 Licensed Premises. For the Term specified in Section 2 below, and any extensions
thereof, City grants to Licensee, the non-exclusive right to enter upon, in, and around the following
real property in the Administration Building ("Admin Building") at Fort Worth Meacham
International Airport ("Airport") in Fo1t Worth, Tarrant County, Texas: approximately 36 square
feet of shared office space ("Office Space") identified as Suite L0lD, Lower Level, all permitted
areas more specifically identified in the attached Exhibit "A" ("Licensed Premises") for the purposes
of office and business related work as well as for access to postal services and use of mailboxes
located on the Lower Level in the hallway across from the Licensed Premises. The assigned mailbox
number for this license is Box No. 43. The Licensed Premises will not be used for any other purpose
without the express written consent of the City in the form of an Amendment between the parties to
this License.
1.2 Use. The use of the Licensed Premises is not exclusive and it is possible that
multiple licensees will be granted access for a similar use throughout the Term. Therefore, the use
of the Licensed Premises for office and business-related work will require an appointment prior to
use by submitting a request to Licensor's Real Property Manager ("Property Manager") at
zz Aviation Lease Mgmt@fortworthtexas.gov. Licensee will only be entitled to access the
Licensed Premises upon receiving a confirmation email from the Property Manager (or designee)
confirming access for the times requested. If there are conflicts in the timeframes requested by
Licensee for the use of the Licensed Premises, the Licensor will provide alternative time periods of
availability. Time periods for use can be scheduled up to a week in advance for up to 3-hour blocks.
Any appropriately scheduled time period for use of the Licensed Premises, scheduled using the
process laid out above, will be considered a "License Period". Use of the designated mailboxes will
be available at all times throughout the Term and no appointment for a License Period will be
necessary for such access. Licensee has a non-exclusive right to use of common areas within the
Admin Building, which include, but are not limited to, restrooms, elevators, stairways, lobbies,
corridors, walkways, entrances, and sidewalks during the Term. Licensee recognizes that other areas
within the Admin Building may be licensed concurrently to other patties. Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC - I -
1.3 Parkin . Any vehicles used by Licensee or Licensee's employees will be parked
within the general public parking at the Admin Building as more specifically identified in the attached
Exhibit A. Said vehicles will not be permitted to park under any covered parking or parking that has
been reserved or leased by other tenants at the Airport.
2. TERM OF LICENSE.
This License shall commence on the date of its execution ("Effective Date") and continue on
a month-to-month basis until either party terminates this License, for any reason, by providing the
other party with not less than 30-days written notice prior to the effective date of such termination
("Term").
LICENSE FEE, TIME OF THE ESSENCE.
3.1. License Fee.
Licensee will pay Licensor a license fee of $40.00 per month for the right to use the
Licensed Premises on a non-exclusive basis for scheduled License Periods during
the Term ("License Fee").
3.2. Pavment Dates and Late Fees.
Monthly payments under this License are due on or before the first (lst) day of each
month. The License Fee shall be considered past due if Licensor has not received full
payment on or before the 10�h day of the month for which payment is due. Licensor
will assess a late penalty charge of ten percent (10%) per month on top of the entire
month's License Fee for each month in which any payments are past due.
4. CONDITION OF LICENSED PREMISES.
Licensee taking possession of the Licensed Premises shall be conclusive evidence that (a)
the Licensed Premises are suitable for the purposes and uses for which same are licensed; and (b)
Licensee waives any and all defects in and to the Licensed Premises, its appurtenances, and in all
the appurtenances thereto. Further, Licensee takes the Licensed Premises and all appurtenances in
"AS IS" condition without warranty, expressed or implied, on the part of Licensor. Licensor 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 Licensed Premises or any part of any appurtenance thereof
being improperly constructed or being or becoming in disrepair.
5. UTILITIES.
Licensor agrees and covenants that it will provide and pay for a(1 utilities in use on the
Premises, with the exception of telephone utilities and internet service. Licensee will have access to
the Licensor's general public WIFI internet access on the Licensed Premises. Licensee agrees that
all electrically-operated equipment which may be used on the Premises shall fully comply with the
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
-2-
City of Fort Worth Mechanical, Electrical, Plumbing, Fire and Building Codes, as they exist or may
hereafter be amended.
6. ALT�RATIONS, ADDITIONS, IMPROVEMENTS, AND SIGNAGE.
Licensee shall make no alterations on or additions to, the Licensed Premises and must
remove any personal property at the end of each use of the Licensed Premises. At no point will
Licensee be permitted to leave any personal property, including trash, within the Licensed Premises
during times in which the Licensed Premises is not being utilized by Licensee. At the termination
of this License, whether by lapse of time or otherwise, Licensee 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 Licensee, 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.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Licensee shall operate as an independent contractor as
to all rights and privileges granted herein, and not as an agent, representative or employee of Licensor.
Licensee shall have the exclusive right to control the details of its operations and activities on the
Licensed Premises during the times Licensee is permitted to occupy the Licensed Premises and shall be
solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees and invitees. Licensee acknowledges that the doctrine of respondeat
superior shall not apply as between Licensor and Licensee, its officers, agents, employees, contractors
and subcontractors. Licensee further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between Licensor and Licensee.
INDEMNITY.
LICENSEE HEREBYASSUMESALL LIABILITYAND RESPONSIBILITYFOR PROPERTY
LOSS, PROPERTYDAMAGEAND/ORPERSONALINJURYOFANYKIND, INCLUDINGDEATH,
TOANYANDALL PERSONS, OFANYKIND OR CHARACTER, WHETHER REAL ORASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THE tISE BY LICENSEE OF THE AIRPORT
UNDER THIS LICENSE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY,
EXISTENCE OR LOCATION OF THE LICENSED PREMISES, EXCEPT TO THE EXTENT
CA ZISED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCOND UCT OF
LICENSOR.
LICENSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND LICENSOR, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LICENSEE'S
BUSINESSAND ANYRESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE IISE BY LICENSEE OF THE
AIRPORT UNDER THIS LICENSE OR WITH THE LICENSING, MAINTENANCE, USE,
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
-3-
OCCUPANCY, EXISTENCE OR LOCATION OF THE LICENSED PREMISES, EXCEPT TO THE
EXTENT CAIISED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL
MISCOND UCT OF LICENSOR.
LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR FOR
ANYAND ALL INJURY OR DAMAGE TO LICENSOR'S PROPERTY WHICH ARISES O UT OF OR
IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS,
AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES,
PATRONS OR TRESPASSERS, EXCEPT TO THE EXTENT CA USED BY THE NEGLIGENT ACTS
OR OMISSIONS OR INTENTIONAL MISCOND UCT OF LICENSOR.
LICENSOR DOES NOT GUARANTEE POLICE PROTECTION TO LICENSEE OR ITS
PROPERTY. LICENSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY PERSON ON
THE LICENSED PREMISES OR FOR HARM TO ANY PROPERTY WHICH BELONGS TO
LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, INVITEES OR PATRONS, AND WHICH MAY BE STOLEN,
DESTROYED OR IN ANY WAY DAMAGED; AND LICENSEE HEREBY INDEMNIFIES AND
HOLDS HARMLESS LICENSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES
FROMAND AGAINST ANYAND ALL SUCH CLAIMS, EXCEPT TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCOND UCT OF LICENSOR.
9. INSURANCE.
Licensee shall procure and maintain at all times, in full force and effect, a policy or policies of
insurance as specified herein, naming 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 Licensed
Premises. Licensee shall obtain the required insurance specified to be maintained by a commercial
tenant in accordance with Exhibit "B", the "City of Fort Worth Aviation Insurance Requirements"
attached hereto and made part of this License for all purposes.
In addition, Licensee shall be responsible for all insurance to construction, improvements,
modifcations or renovations to the Licensed Premises and for personal property of its own or in its care,
custody or control.
9.1. Adiustments to Required Covera�e and Limits.
Insurance requirements, including additional types of coverage and increased limits on
existing coverages, are subject to change at Licensor's option and as necessary to cover
Licensee's and any agent of Licensee's operations at the Airport. Licensee will
accordingly comply with such new requirements within thirty (30) days following notice
to Licensee.
9.2 Licensee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as more particularly set forth in Exhibit "B", which is attached
hereto and inco�porated herein for all purposes.
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
-4-
9.3 As a condition precedent to the effectiveness of this License, Licensee shall furnish
Licensor with appropriate certifcates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Licensee hereby covenants and agrees that not less than thirty (30) days
prior to the expiration of any insurance policy rec{uired hereunder, it shall provide
Licensor with a new or renewal certificate of insurance. In addition, Licensee shall, at
Licensor's request, provide Licensor with evidence that it has maintained such coverage
in full force and effect.
10. RIGHTS AND RESERVATIONS OF LICENSOR.
Licensor hereby retains the following rights and reservations:
10.1. All fixtures and items permanently attached to the Licensed Premises belong to Licensor,
and any additions or alterations made thereon shall immediately become the property of
Licensor.
10.2. Licensor reserves the right to close tempoc•arily the Airport, the Admin Building, or any
of its facilities for maintenance, improvements, safety or security of either the Airport or the
public or for any other cause deemed necessary by Licensor. In this event, Licensor shall in no
way be liable for any damages asserted by Licensee, including, but not limited to, damages from
an alleged disruption of Licensee's business operations.
10.3. This License shall be subordinate to the provisions of any existing or future agreement
between Licensor and the United States Government which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of federal funds for
the development, maintenance or repair of Airport infrastructure.
10.4. During any war or national emergency, Licensor shall have the right to lease any part of
the Airport, including its landing area, to the United States Government. In this event, any
provisions of this License which are inconsistent with the provisions of the lease to the
Government shall be suspended. Licensor shall not be liable for any loss or damages alleged by
Licensee as a result of this action. However, nothing in this License shall prevent Licensee from
pursuing any rights it may have for reimbursement from the United States Government.
10.5 Licensee's rights hereunder shall be subject to all existing and future utility easements
and rights-of-way granted by Licensor for the installation, maintenance, inspection, repair or
removal of facilities owned by operated by electric, gas, water, sewer, communication or other
utility companies. Licensee's rights shall additionally be subject to all rights granted by all
ordinances or statutes which allow such utility companies to use publicly-owned property for
the provision of utility services.
10.6. Licensor covenants and agrees that during the term of this License it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant to the
Sponsor's Assurances given by Licensor to the United States Government through the Federal
Airport Act; and Licensee agrees that this License and Licensee's rights and privileges hereunder
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
-5-
shall be subordinate to the Sponsor's Assurances.
11. SURRENDER; ABANDONED PROPERTY. As previously stated within this License,
Licensee is not permitted to keep personal property within the Licensed Premises at any time in
which the Licensed Premises is not currently being utilized by Licensee. In the event there is any
personal property of Licensee remaining at the end of the License, if the personal property is not
promptly removed by Licensee from the Premises within ten (10) days after the termination of this
License, whether termination shall occur by the lapse of time or otherwise, shall thereupon be
conclusively presumed to have been abandoned by Licensee to City. Upon expiration or earlier
termination of the Term of this License, Licensee will 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 casua(ty excepted.
12. ASSIGNMENT AND SUBLETTING. Licensee shall not assign this License, or any
right of Licensee under this License, or sublicense the Premises, for consideration or no
consideration, whether voluntarily, by operation of law, or otherwise, and any attempt to do so shall
be void; all provided that Licensee's employees, contractors and agen�s 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 Term,
by the acts or omissions of the Licensee, its employees, agents, or licensees, the Premises, or any
property therein is damaged or destroyed, Licensee shall be obligated to pay, on demand, all costs
to repair same.
14. REPAIRS AND MAINTENANCE. Licensor has no obligation to make repairs of any sort
to the Licensed Premises, Licensor's sole obligation hereunder being to make the Licensed Premises
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 Licensed Premises in a neat, clean,
careful, safe, and proper manner including but not limited to trash removal and comply with all
applicable laws, ordinances, orders, rules, and regulations of all governmental bodies (state, county,
federal, and municipal).
15. 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 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 sole determination of the
Licensor, essential to the rights of both parties, in which event Licensor has the right, but not the
obligation, to terminate the License on 10 days' prior written notice to Licensee.
16. WAIV�R OF CHARITABLE IMMUNITY OR EXEMPTION. [f Licensee is a
charitable association, corporation, partnership, individual enterprise or entity and claims immunity
to or an exemption from liability for any kind of property damage or personal damage, injury or
death, Licensee hereby expressly waives its rights to plead defensively any such immunity or
exemption as against Licensor.
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
S'�
17. TERMINATION.
In addition to termination rights contained elsewhere in this License, Licensor shall have the
right to terminate this License as follows:
17.1. Bv Either Partv.
Licensor or Licensee may terminate this License for any reason, to be effective on the
expiration date of the term in effect at the time, by providing the other party with written
notice not less than thirty (30) days prior to the effective date of such termination.
17.2 Failure bv Licensee to Pav License Fees or Other Charges.
If Licensee fails to pay any License Fee or other charges due under this License, Licensor
shall deliver to Licensee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Licensee fails to pay the balance outstanding within such time,
Licensor shall have the right to terminate this License immediately.
17.3. Breach or Default bv Licensee.
If Licensee commits any breach or default, other than Licensee's failure to pay License
Fees, Licensor shall deliver written notice to Licensee specifying the nature of such
breach or default. Licensee shall have thirty (30) calendar days following receipt of such
written notice to cure, adjust or correct the problem to the standard existing prior to the
breach. If Licensee fails to cure the breach or default within such time period, Licensor
shall have the right to terminate this License immediately, unless such breach or default
is not susceptible to cure within thirty (30) calendar days, in which event Licensee shall
have such additional time to effect a cure as determined by Licensor.
17.4. Licensee's Financial Obligations to Licensor uqon Termination, Breach or Default.
If Licensor terminates this License for any non-payment of License Fees or other charges
or for any other breach or default as provided in Sections 16.2 or 16.3 of this License,
Licensee shall be liable for and shall pay to Licensor all License Fees due Licensor for
the remainder of the term then in effect as well as all arrearages of rentals, fees and
charges payable hereunder. In no event shall a reentry onto or reletting of the Premises
by Licensor be construed as an election by Licensor to forfeit any of its rights under this
License.
17.5. Ri�hts of Licensor Upon Termination or Expiration.
Upon termination or expiration of this License, all rights, powers and privileges granted
to Licensee hereunder shall cease and Licensee shall vacate the Licensed Premises in all
respects. Licensee agrees that it will assert no claim of any kind against Licensor, its
agents, servants, employees or representatives, which may stem from Licensor's
termination of this License or any act incident to Licensor's assertion of its right to
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
-7-
terminate or Licensor's exercise of any rights granted hereunder.
18. NOTICES.
Notices requiced pursuant to the provisions of this License shall be conclusively determined
to have been delivered when (1) hand-delivered to the othec party, its agents, employees, servants or
representatives, or (2) deposited in the United States Mail, postage prepaid, addressed as follows:
To City:
City of Fort Worth
Real Property Manager
Aviation Department
201 American Concourse, Suite 330
Fort Worth, TX 76106
zz Aviation Lease Mgmt@fortworthtexas.gov
To Licensee:
North Investments Company LLC
North A VanHooser, President/CEO
8633 Running River Ln
Fort Worth, TX 76131
469-233-4444
north@northinvesments.co
With copies to:
City Attorney
City of Fo�t Worth
200 Texas Street
Fort Worth, TX 76102
The parties hereto shall have the continuing right to change their respective address by giving at
least ten
(10) day notice to the other party.
19. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Licensee covenants and agrees that it shall not engage in any unlawful use of the Licensed
Premises. Licensee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Licensed
Premises and Licensee immediately shall remove from the Licensed Premises any person engaging in
such unlawful activities. Unlawful use of the Licensed Premises by Licensee itself shall constitute an
immediate breach of this License.
Licensee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of City of Fort Worth and the City of Fort Worth Police, Fire and Health Departments; all
rules and regulations established by the Airport Systems Director and authorized designee; and all rules
and regulations adopted by the Licensor Council pertaining to the conduct required at airports owned
and operated by the Licensor, as such laws, ordinances, rules and regulations exist or may hereafter be
amended or adopted. If Licensor notifies Licensee or any of its officers, agents, employees, contractors,
subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations,
Licensee shall immediately desist from and correct the violation.
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
-8-
19.1 Compliance with Minimum Standards and Schedule of Rates and Charges:
Licensee hereby agrees to comply at all times with the Licensor's Minimum Standards, as may
be adopted by the City Council from time to time. Licensee shall be bound by any charges
adopted in the Licensor's Schedule of Rates and Charges, as may be adopted by the City Council
from time to time.
20. NON-DISCRIMINATION COVENANT.
Licensee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be excluded
from participation in or denied the beneiits of Licensee's use of the Licensed Premises on the basis
of age, race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender
identity or gender expression. Licensee further agrees for itself, its personal representatives,
successors in interest and assigns that no person shall be excluded from the provision of any services
on or in the construction of any improvements or alterations to the Licensed Premises on grounds of
age, race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender
identity or gender expression.
Licensee agrees to furnish its accommodations and to price its goods and services on a fair and equal
basis to all persons. In addition, Licensee covenants and agrees that it will at all times comply with
any reauirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21,
Non-Discrimination in Federally Assisted Programs of the Department of Transportation and with
any amendments to this regulation which may hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Licensee,
its personal representatives, successors in interest or assigns, Licensee agrees to indemnify Licensor
and hold Licensor harmless.
21. AUDIT.
Pursuant to Chapter 2, Article IV, Division 3, Section 2-134, Administration, Powers and
Dartres of the Department of Inter�nal Audit, of the Code of Ordinances of the City of Fort Worth
("Section 2-134"), Licensor may at Licensor's sole cost and expense, at reasonable times during
Licensee' normal business hours and upon reasonable notice, audit Licensee's "necessary books,
papers, documents, records, and personnel", which is defined in Section 2-134 as "those which
pertain to Licensor 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
Licensed Premises, (b) Licensor shall not permit (and shall not permit others) to copy any books,
records or other documents reviewed during such audit, and (c) Licensor shall comply with the
provisions of Section 21 herein.
22. PUBLIC INFORMATION ACT.
Licensor is a government entity under the laws of the State of Texas and all documents held or
maintained by Licensor are subject to disclosure under the Texas Public Information Act. In the event there is
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
-9-
a request for information marked Confidential or Proprietary, Licensor shall promptly notify Licensee. It will
be the responsibility of Licensee to submit reasons objecting to disclosure. A determination on whether such
reasons are sufficient will not be decided by Licensor, but by the Office of the Attorney General of the State
of Texas or by a court of competent jurisdiction.
23. ENTIRE AGREEMENT.
This License constitutes the entire agreement between Licensor and Licensee relating to the
use of the Licensed Premises and no prior written or oral covenants or representations relating
thereto not set forth herein shall be binding on either party hereto.
24. AMENDMENT.
This License may not be amended, modified, extended, or supplemented except by written
instrument executed by both Licensor and Licensee.
25. 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.
26. GOVERNMENTAL POW�RS, SOVEREIGN IMMUNITY.
It is understood and agreed that by execution of this License, the Licensor does not waive or
surrender any of its governmental powers or sovereign immunity.
27. NO WAIVER.
The failure of Licensor to insist upon the performance of any term or provision of this License
or to exercise any right granted herein shall not constitute a waiver of Licensor's right to insist upon
appropriate performance or to assert any such right on any future occasion.
28. VENUE.
Should any action, whether real or asserted, at law or in equity, arise out of the terms of this
License or by Licensee's operations on the Licensed Premises, venue for such action shall lie in state
courts in Tarrant County, Texas, or the United States District Court for the Northern District of Texas,
Fort Worth Division. This License shall be construed in accordance with the laws of the State of
Texas.
29. SERVICE OF PROCESS.
Lessor irrevocably consents to service of process in the manner provided for notices in section
18. Nothing in this Agreement will affect the right of any party hereto to serve process in any other
manner permitted by applicable law.
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
-10
30. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this License and either
party should retain attorneys or incur other expenses for the collection of fees or charges, or the
enforcement of performance or observances of any covenant, obligation or agreement, Licensor and
Licensee agree that each party shall be responsible for its own attorneys' fees.
31. SIGNATURE AUTHORITY. .
The person signing this License hereby warrants that he/she has the legal authority to execute
this License on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to
rely on these warranties and representations in entering into this License or any amendment hereto.
32. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this License that, if the performance of
any obligations hereunder is delayed or cancelled by reason of war; civil commotion; acts of God;
unusually inclement or severe weather conditions; fire; pandemic (including, but not limited to, COVID-
19); epidemic; declaration of disaster or emergency by the State of Texas, Tarrant County, or the City
of Fort Worth; or other circumstances that are reasonably beyond the cantrol of the applicable party
obligated or permitted under the terms of this License to do or perform the same, regardless of whether
any such circumstance is similar to any of those enumerated or not (collectively referred to as "Force
Majeure Event"), the Party so obligated or permitted will be excused from doing or performing the same
during such period of delay, so that the time period applicable to such performance will be extended for
a period of time equal to the period such party was delayed, unless the same results in canceling the
Event. Measures taken by the Office of Homeland Security/Office of Emergency Preparedness
("OHS"), State of Texas, Tarrant County, or the City of Fort Worth to close facilities or affecting this
License, for any reason, is an act of government and, as such, is also considered a Force Majeure Event.
(SIGNATURES APPEAR ON FOLLOWING PAGES)
Shared Office Space License Agreement between the City of Fort Worth and North Investment Company, LLC
�
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the s_-!!!day of /lll()lls.L. 2024.
STA TE OF TEXAS
COUNTY OFT ARRANT
§
§
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Roger Venables, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City
of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes
and consideration therein expressed and in the capacity therein stated.
{\ GIVE_N UNDER MY HAND AND SEAL OF OFFICE this '5�\) day of\-\%\A�\ , 2024. ,.,,�\W�z.,,, ANGELA D. CHRISP �!\�� •••.. <.f gf(..A:::c:1 Notary Public, State of Texas
\_�·•.�{ij Comm. Expires 03-18-2028 �-t�f,,,,,, Notary ID 134812443 APPROVED AS TO FORM AND LEGALITY: Ckw.w.A>t<2b-7?1,.,,,ud By::....rf __ tr _________ _ Jeremy Anato-Mensah
Assistant City Attorney
Form 1295: Not required
Contract Authorization: N/A
M&C: Not required ATTEST: ri� By: _________ _ Jannette S. Goodall
City Secretary
� License Agreement between the City of Fort Worth and North Investment Company, LLC -12
CONTRACT COMPLIANCC MANAG�I2
By signing, I acl<nowledge that 1 am the pecson cesponsible for the monitoring and dministration
Ot tIIIS COI1lC1Ci, 111CILIC�III�T 2IISUCIII�T SII peCPOCl11al1Ce dl]CI t'�p01'tlll� l'OC�UII'CIIICIIiS.
�3an6a.x��eealco=+i
Bacbara Goodwin
Real Property M�nager
L�SSCC:
NORTH INVCSTMCNTS COMPANY, LLC
By: /�'� - � �---�—_
Norlh A V�nHooser
1'resident/CEO
Date: r�� 5 J ;-' �� < < /
ATT�ST:
By;
qspF� v�N ��s�r�
������2�
STA'I'E OF TEXAS
COUNTY OF qY+�G,n�'
BEFORC ME, the undecsigned authority, a Notaiy Public in �nd fior the State of Texas, on this day
pecsonally appeared NORTH A VANHOOS�R, laiown to me to be the pecson whose name is
subsccibed to the focegoing instruit�ent, and ackno�vledged to me that the same w��s the act of
NORTH A VANHOOSCR and that s/he executed the same as the act of NORTH
INVCSTMrNT COMPANY, LLC for the p�u•poses and consideration therein expressed and, in
the capacity, therein stated.
G1VEN UNDER MY HAND AND SEAL OF OFFICE this �_ day of
��\ �/ , 2024.
�
Notary I'ublic in and for tlle State of Texas
License Agreement bet�veen the City of Fort Worth and North lnveshnent Compnny, LLC
�\��������„����
.��� ��c' S EAli''�,,
:� � • 'PaY�P�ei;c �2 -
� � � �°�
_ � _.
_*: ��'��
i �i- ��'T4rB pF ��}O .'�� cL •
i C � �.�,'� :: p .3�: •� Q' �
'���i�MM.' E XP •1�� � '�
-13
I;xliibit "A"
LOCATION MAP
. ,�' ����' �. . �. � �V`f ,' .
; • ��.. �'.,�' e,v.�^ '
' ''��} `r � �.� ..'' �„�
� ` �,� � }ti
� r- �., -� \� �� �
, (-sc��f� !�f � ��;��
.� ,-.. �._,_. �;
� i ;= .., ,� � �
.�i . . �..5'�. . �� � t �� �"_' __. "tr.
5
Y
4...T
. � � ��
;, ' �� � �;•'M•�.�C,�i'�
.� .
�
r
� �� �; L ..t�,-: �
�" << ` t � ,�t �'`�. � � � �' i �j d.?, irc. Q ..r ..-c �� � �,, . �ai
, 1 k "#r u �,� i `� ,� i�, .��� �`� j n � ir r, ;',
� { � � 1{ ii �1��� T � t � S 1 ' '�
� � ' ' 1 ���� �, i ,� � �' ` � g ,. _ � "S r
� ,Y�' r
4 =tt. Ij' �' ,o,� �'S{f ' � �'i^ �/'� \� ,�' ��r:_A�,'aw�'ft �{ ,'��� Fz,�. ,41i���i
�,��� �� j� �. ;`� i� �,` � `1`�\`, l;" fi�l�: ;"�, .��i„�-� �t �`�
r� � � , � '' �' �` � f� �� �� i �,� t,. � �,, ►,'•
L � �,` ,la- . i � � �!, . .
�s .r� j�� ;� 4U11a�'CI�1. lu . �� � / ..� o�j� � - ` �iy 14�, . `�
+� ;� .�.,,)y �z ;'�
y, � � Y }
+�t OK�� 4 � ( �,- '.� :''vi.'7:: ,,,,// /� �'�P � .�� SjidT. G n..Ji
f1'' t ��f{�3^, � i� %�� Ii''�� ~: 1� t'.•� l��7
] ` ,4� � .�, �rt `/l� � � - � � y 3t . tH .Yx.� �,.t 4� �- r..
� F'� � '� t� F \ � � '�"t � � � ��.: 0 t+ `��t' )
f f �,�� ..:'iF � I, , , � .y� , � x$ � r,4r l\ t >,.1 ;r � ti � �y'f':� � �'^'�`�}�
iF "a`'r►� y �� � \ �r• �� � ti , � � 1 � ;{' f :v t
� � 5 . � . � �', t i�� ., . �:�.r. I f ` � Sl�r#�' ' �i ` ) ��• �r�'Tq�
`� a'. „ 'j � -� � �,,,, ' ' , , 4\ .�:.ic! A :� . .r ,� ��1 ��^'� a�dx',
�. ,' i ,� �'1 �+; ,.�q� w��;�
I , 'r+.�t , � 'Y�ri � � � ,,� Y� �, ir ; � � ; � '�i"'��+ 'f'
f �si'*4, t't � ;�.�,.,,�� �'i yt !{���'�� '_ t�-'��' �.r'� i . 1 � �,��
�� ,,,,yir 4,t.t'2 �,'..� � ��P.`��1�� .'t��-� ...�f I��� �``.� '�' �`' :����` s`�. �..E � t
� ��'` ��� ,�r �! '1� '�'�;.{,j , � ,,..:',�'( �( ��.-"% , � '� �• S � - �
� .+ � �('� `, i �
''i.�4�i��� � ��� , ��1�"�� �'L� ,.y��y �.'�e"�""'�r� '� � �+� 1 �S, `�.+-' �
� r�;�o �' S` � R`� Tt l ._ ' L'..'=—{� � Y,�;. ���-;. � .�� .. 1 *-'� �. tf:.� y t
..jt n8: , r .�� ;fr , t�As+ �� •.; • � �N�is,� �'� �r � lt. ^s'� - � ,r a 11�.
t S, ` '5 {� ses .
� ,'y F t ''�� .'} �—.}' _ 4- ��;;� �1 ��� 4 1 �Y� � �9i�'�� ������
� f = F�. 1 .� ; � rf � 4 ! �-- _ .�,"�'.�.s�' .�"'��7J s'F�� .1�► k, � _ r � , _ � �+,� , �. <- F
�,...._.�� _ , , , ._.
Depiction of Fort Worth Meacham International Airport Administcation Building, Lower Level —
Licensed Premises: Suite LO l D(3G Square Feet of Oftice Space)
, C..r-�-� �-c � =_ ; �
s
��
o i �, a �r i� � ; �� .� ._ .
. � ' .I }.:� •
�
.z .
r n ^ a
_� ��i
;'i
�� 'l� ; J r'L;
�� ; �
�
„
�� � :�� ' �„� " r'; ` '
_ - _. i l�- sa _� _ . . .
r , � �. :�- � -.
LICENSEDf �� lt'_L�.U._:� �3 � ,`.. �`��� , �, '�' �
PREMISES _.. _� �"� -
(i ( ;(i;j ' ,' � �: ,. •,.; r ,
in� ;:�L � � ,,:� _�_,
,� _::� I � fi ; �.� , ,
Maillioxes II I ��. _ . . "��' ,'�' _� "' ''' __
� � . , �-----� � 1-� _- «.
� -�
�f � '� ' ��' �"'�
t,�__ �
• ' i — - --- -- - , - -- --
License Agreement behveen the City of Fort Wortli and North Investment Company, LLC
-14
Ft�K� 14`ci[t�'it
�� EXHIBIT B -MlNIMUM INSURANCE REf,(UiREMENTS
.0 t.�� u �t�
O�mrKcl� crr�c�.r:�il�i ALY71'Cb�e �I3tl:�� �To
rtu,5�iy H?n3ar1:�{� � A'tCraR arrti Pa65Er,3er �rc:u]e Hlr_� S �J:r-t�H^:4
r_3eo Ge�sa� � in-�a'T,��i ,
� I.`ISUd1GE L12G1ti�' Ll'#:1!CJ U3G{li} U.t%liiy \'e'i��E�l �
Ftr.E� B�? Co�tcfs iFB�s} YFb ES CC��.C^�G Fa.CO],07t' S1.D]D�.O] S t.CQ].U3D
�rcr�r �+�nr_r����xrta sia
�4'�;xl;= � � !iStuTer;1 `.ta71�n3r'r,� _ ; i,CC4.G]Q S1,G]0 ]U] 5 1.�0].GJG
G Ef3I[f-?:':Cfi
l�lrtr3rt \s�n:er;�.;e G�er�c� a�c
h',+LnI:E ;�r ;�stvmytt P.t3�lena.r_a_ . ;S,CGJ.G70 51.070;7G7 i 1.CG].GJO
0 eat��-T�.�r�ire
�a10('ICS Of 11ECRtTtYi1 h131iH1:l:t? _ ;1,[G7,0J0 $ 1,COC:GCL�
Op�tar ie�:,ch,Kcrk�.i,�yi
?JfCf3f �f+tl� Cr Fli]R. T!3'�S'VC, .. 51,06]�07:�' : S�C`_-� �}:L��[{{'Jr�i'1Cc � I,CU�tOCO
Up�tal[r ;: GG.D�O�F t�r.q=
A1rcr3RC?�r".�t[rAlr;raR . SS,C�],'..�)�t��crfurer�ct �
S�.C��::.�}:0 1,CQG.Q�U
Tlar�?Tr r�t ���Fi�a!_•� _ S`GC.GCCt'F:� _2rg-
h _ y S I�U�G,'JLO'C�LJiCGiSCE 1,COL�.GC� �
AIfGt3R ., 31 i5 O� tt-3:Dr . 1,CG],G]i �
;:DC,GCO.` ��_rc}�
. 51,t�]L•.J 0 :1,:OG�.GL`t�
�Jrcrart � m�cy_ O�J�a
- 5:�)]O7,Q}C � c5,3CU.C.A] 5 1.COi:.QCO
51,UJC OCG.�CC�;1renCa
AYi:-d;f!SEfV'L�,idEF'C�re�?� - 51�67�U��' SiC0.G7��?35SH'r33' S 2v],G]C
OLner[�ur�r�cl�,�ron3i:tcai :i.007,67C :37�•.�LUcci:ur��nrt 5 f,Ct�].Q]0
�c.:'dues
I H'1FC� Sf J(?�C)3!ZEd +3'i�3G]T' :.'}fh.�:D'.Cf,ilT?tf CE 5 1.LC�7.C�]O
S i.C{�],a]C
.�iErrR'.a C"✓Ef3tZf
t.i;,r-CcnreTJJ H: rr�� Lesa� - S�v]G.O.G-La-�r.Ene: 3 1.C67.C�70
td�'-CC1'�rik'[J31 Fl�1f� C}uC _ :�1,U]G.4CO�CtLu�'ifiCr.i _ 1,COC�,GCO
S1]G8:0� Yr_Y., Ef
am-�..:rircc a�_ - ue.n� . � 1,LC�],G3� .s.�]CU,CGC :���i..�LU:w.irtntx S 1.C{s].D][�
a r_ .iF : - � a
rtm-c.nr� � ��� �1-�u� r�a
Pe���=t . :SCO,C83 3?OGGCt��n.cu�ra;r_ 2.0,; �
1 ' c '�
@�x t-l3nnar.T-H3�y^�r. C�atTuii:y - S:�J.00C�'acurrf� 26�],GX
rar. =r
Ot�at ' l�su��;.�,*eqalramenls :.1CjECtlC t1'1cti1';r�Y}:r� dy'�1��;f�� G=p�'tr.�t at] RIsA O.I�r:a3��art
AtlC�llCr3� I!ISU.:iI;� P.EQJIf=i`e'15
•LoS..?AS p�iclee are t�� x.fi'�11)' 1J 3'�) �1t?� a'3;-tl s(.i rnitcfbe �is�r.�^� � a: a���> t�� th� C��
•Rlt Ft•lN25 5h3; f>�LI]e 3 Vi3.'nf C? 1LGi.7,)(Q91!' i3Y:f t':re C-.*j ;,-c-raGor�} ��?�.�� rus: aisc� �.r�:Wa .4f�•_I: LE6'aE'Ef
�rr.: C�:j �(FCI'1':iCi'fY� £'1'Ji CE f?TE7 �6A�d�_p1e ('t6l.fE+7 !T�l'F•�f3�i iA�-�> R'1J5! 3EC�' �t1Ji}? nllpCfl L=56EF}
•FDIC�= fih3i 'i.•:'t@ f C�?rC#JS1Cf�i �JY E-'1Cn'L�T£'"It 'hi1Ch � fr?1;1'i_' f��lti fr Oi drr_f � Il'r? R't'Ji'K-y Ik'le6 Qi ^{ �Ef3�?. !'t�' dECfE35? lrr' I�TI�a ^' G31^� G?��:�dGr
' Ca;�w FL' ±rr�st srca�� bz t-�{J'.3Ef�i �0 71�E 3ti' a�c �I°Sf3R L:sIY_'a! Qle If'te 3'iQ �J�=3"d�E �i C�C�IiT?f'J? Shhfl� Gc f�J1V32�i I�! Ih? sti'?f3]� d[�i=
11's3K1?1W'(1 v3iJ5 Q' U73i h�G'�I X D�E ikTE. Dlf CC•� F?55 LTIT :h�E 3'1'6JPt'1:`Cf�.7 :i'iJ�'c
' Nestlr�;upe Ne3iqert Ir�:-ucu!r C�h�rac�
� if 3'r'C!� ESC�'e�E CQuf31Lf k F�`D'+S�I�Q 5L �!23:'r'19 5(.A?? it�" 3lCfdiI 61Cf".sQc
' ��n'y r�u,.�d t•r�oae Frrr�i,�g �g�t�rNG�c:m
':, �r�15 0� teTu ct tta V�se s7r ��t
G q,tfiC �.er?,eC ����lae- �e mnn�m5 e: ud -.�t,�
av[atbn Mlnlmum Standartls, Chy d PaY.1V cM A��a:a1 D�p�`rc-�t i Ca'P�_014;
License Agreement between the City of Port Worth 1nd North Investment Company, LLC
- 15
DEFlNITI�NS:
G�v�esage fnr tt� 6cildng includes (6ut is not Gmited toj tt� buking and slnrchires. oompleted addibons tn co�red
buddings, autcdoor fucwre�s. pemianenty irtstalkii fixb.ues. machiiery and equQmerst. The bwiding mates^al used to
ma'r.bn and servioe the insurecTs premises is aLso ir�ued flvsness Persw�i Property awned by the n,u�ed ,ard
used n the 'r�red's be�sness is r,arered isoa dieci bss cr damage. Zhe ooverage ndixdes (6ut s rrot 6mxed ta}
ftrnittae and fixhres, stnrk. improuernents and bettemerds, leased �operty ibr whi� yau hav�e a oo�adual
a6lig�tion tn i�s�ee arxi several oUmr siniar Cnai�ess property ierns wtpn not spec�icaty e�rJuded irom coverage.
TTee pof'�}r i� alsa dfs.g�ed to protect tf�e e�sired against 6�ss or damage Do the Persanal Proq�ty cf Otliers whle
in �e nsureds care. �y arxl cor�trol,
PRQPHii'I'Y INSL7RAitiCE
BusinEss Incamrr (som�txnes r.a8eo Buse�ess �emiption) afgonis prveecoon aganst 6he bss ad eam'ngs ai a
tiusiness d�i�8 the Pme req��ed m ne6u�d or r�Qair covered praq�rty damaged or desOra�ci by fRe a some o�er
msu�eci cause of loss.
Exba E�ertse aAows sw+rerage For Uiose adeition�' exp�nses over and above ;�ormal operatng e�tses paid due
to darnape tn covered prop�tytrom a cowered aaus� af loas. Thes� e�s ooc�d irx�ude nent, uHities. nww�g
eaqieerses, t�iephorse, att�sar� and l3bar.
iT�is co�erape protects the irniaed iw hodrly irpuY � P�PertY danage oo the lt�ird parties, fa Khich ti�ey are lega
liabfe 7t�e poFicy oove� 3cc'rcienl3 occtarng on the prc�ises or away irora t3�e premises Coverage is pruvided For
rt�i+Y or dartt�s arising out c! goods orpeoducts made ors�ld bythe named inwed Co�erage is a�fcrded hx
tt� rumed irtsured ar.d gnpVorye�� otthe n�sFci'visupd; t�wAr�, sFueral ndvidua�s and orgarymtions ath�rtlian
the rumed insired may b� aatiered cieper�ng upa► c�tain c�ourt�staroes s�cifie�d i► the pofcy. trti addition to the
limits, the po[�cy provides wppd�em�a! paymetris for attorr►ey fees, court cosis ar�d otF�er es�nses associated wiii
a dam or the defense of a 9abnry sut
Coverage A- Bodtly Injury and Properiy Qatr►ape Liabitity
COhA�IERCIAL GIIVERAL Bodiy InjuY m� P�TY`��� ��Y, sidsness or aac�se, nduang death. PropertY Qam�e meart� VhYs� �Jw71
LIASILIT'Y to tangbse PtnP�II, i►dudng tfie rea�tng bss af use d vnt propesry.
Cflner�ge B- Personal Y►jtQy and l4rlvertising Injuyr LiabHity
PerSonal Injiay mea�s fafse arest, ma6cious praseafiat ►Morght ertry or ev�ction, tibet standes and viotations of
a pesson s rigk�t of privacy. Advertisn8 tiJury meares Idsel, slander, disparagEmmerrt. uiol3tias of a peisan s right d
privaoy, misappm�iatlon arxi co�yrigM inhingemen�
covorage c -Me�c�e asyme�►te
Medical Paymert5 means medical experese�sior bod@Y ira�eY caused by �: acadent.
H,'1NG.+►BI�ERS h�s�nes the har�r o�raEa for f�gal obkg3tions to pay damages due io bss m an aetrait tf�! oc�xas vrhenlhe
airtra(i is � the c�e. wstody or curtrol of the e►s�aed for saiekeepng, storage, servioe a rep�r. Goverage
u��� e�ends bo iabTrty d3ims irn�oArir� an air�raR's loss of use.
lns�res the poM�on eaq�os�ae associated wiri the irn�red's pro�eny and operatior�, Indudirg costs of cleanup and
renwdal ar certet:tive �ction due ta a t3r�d-party dema�d oc a 4pvemnerrt cNer. The Pokr6on exdusio� n gener,�9
IA�IRAffidT 11}hBILI7'Y I�D3ity irsiearx;e erlec�iue�+ elime�tes coverage for damages ior 6oddY �1+�Y• PfDP�Y ��9e and d�r�p casts
3risv�p iriam most types af pofi�Eon etiems B�cx�se of Eis, cust�+rn¢ed protedio� for ti�e ryoiubon e�oare af
nunerous insurnds in dys cat�gory i� essenti�
Cou�raee Seared speci6calt�r tq the operatian oi aaarait and the risks �w�kued in auia9ior� Aviation vssarance
Pol'�cie5 are dbi�etty afffer�nt ho¢n thase dos other areas aF t�aospwtation and tend to ncoaporate aviation
�iCRAFT AND termu►xbgy. as weH as tctminc�logy, Imits arri claiaes specific ta avation usua�3oe Fassenger fiabifty profiects
PASSENGFR I.IABILTIY Passer�ers ridng a� the aocid�nt aircxaR who are :njueti a kBed. M m3ny �s thi� oouerage is mar►d.�tory
ony fu camrnErci�l or targe a'vcr�i. Caverape is oitzn sokl an a'per-seat' basis, wih a speu �d Gn�for each
psssengerseat
itycoverage o s p prooscctro+► agart�t aty ansrg out
ALTTOMOBIIE LIABILITY ownershq�, mainOEe�nce a use of ary e�sured automobie_ The nsiaiag apreement aprEes ro pay ior bodiY r9�Y
d INCI.UDH ffiRfiD & °r PfopertY dam�9e tor Nhich tl�e ns�xEd i� tegaBy responsib{e 6ecaiae � an aut�moh8e acclder�t The poic� akso
�JON-O'Nfi1fiD VEEIIC2PS states tltiat, n addition to the payrr►r�x af damapes. the ns�res at�o agrees hs defend 1he insued for a9 legai
defense cosi The de�e is n additiare to 1he poGcy linils.
� /�n agreEment betv��en txo par.ies in xtiich one p�ty agees bo w� subrogatiore rghts a8anst anott� in the
eaent of a loss. The i�+u is tn prevent ocae party's ns�uer Crom pursuin8 s�luo9aCon agaiist the other parly.
License Agreement between the City of Fort Worth and North Investment Company, LLC
-16