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HomeMy WebLinkAboutContract 64011Parking License Agreement between City of Fort Worth and Aikal & Shekha Ventures, LLC 1 PARKING LICENSE AGREEMENT This Parking License Agreement Worth, a Texas home-rule municipal corporation, acting by and through its duly authorized Assistant City Lessor Aikal & Shekha Ventures, LLC, acting by and through its duly authorized owner, Shabbir Aikal and/or Aslam Shekha, Lessee WHEREAS, Lessor owns a certain piece of property located at 1609 Brennan Ave. Fort Worth, Texas 76106 Property as depicted on ; and WHEREAS, Lessee is purchasing the building across from the Property located at 2411 Peak St. Fort Worth, Texas 76106; and WHEREAS, Lessee has requested, and the Lessor agrees to enter into a month-to-month Parking License Agreement for the exclusive use of space for parking at the Property while the parties negotiate and finalize a longer-term Agreement between which is anticipated to be completed by the end of October 2025; and NOW THEREFORE, in consideration of the duties, covenants, and obligations under this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the parties hereto agree as follows: W I T N E S S E T H: 1.Parking Spaces. Lessor hereby grants Lessee the exclusive use of approximately five thousand (5 as depicted on A , for employee and customer vehicle parking only. Under no circumstances during the Term will Lessee 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 used for or stored within vehicles parked on the Parking Area will not be deemed a violation of this Section 1. Lessee shall not install signs, advertising media, or lettering on the Parking Area without prior written approval of Lessor, which approval shall not be unreasonably withheld and shall be deemed receipt of request for approval. nvitees, guests, Lessee Parties non-exclusive access to the Parking Area. 2. Condition of Parking Area. Parking Area shall be conclusive evidence that: (a) the Parking Area are suitable for the purposes and use for which they are licensed; and (b) Lessee waives any and all defects in and to the Parking Area, their appurtenances, and in all the appurtenances thereto. Further, Lessee takes the Parking Area AS IS condition without warranty, expressed or implied, on the part of Lessor. Lessor shall not be liable to the Lessee Parties 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.Agreement Contingency and Term. This term of this Agreement shall go into effect and commence on the effective date of this Agreement Effective Date and expire thirty (30) days after the Effective Date. This Agreement shall automatically renew every thirty (30) days and automatically terminate upon the effective date of a longer-term Agreement. Term Parking License Agreement between City of Fort Worth and Aikal & Shekha Ventures, LLC 2 4.Agreement Fee.The Agreement Fee for the use of the Parking Area will be $250.00 per month to be paid by either direct deposit or check due the first of each month but no later than the 5 th of each month. Upon the Effective Date, Lessor will provide Lessee with ACH wire information and/or address for monthly payments. 5.Alterations, Additions, Improvements, and Signage. Lessee shall make no alterations on or additions to the Parking Area without the prior written consent of Lessor, which consent shall not be unreasonably withheld and shall be deemed given if Lessor fails to provide its written, reasonable objections nt. Any alterations approved by Lessor that are made to the Parking Area 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 Lessor at the end of the 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. Lessee may at its sole option and expense remove any Lessee alterations at any time during the Term with Lessor approval, which approval shall not be unreasonably withheld and shall be deemed given if Lessor fails to provide its written, reasonab . Upon the termination of this Agreement, whether by lapse of time or otherwise, Lessee shall (i) deliver the Parking Area to Lessor in as good a condition as the same was as of the date of the taking of possession thereof by Lessee, subject only to ordinary wear and tear and damage caused by casualty or condemnation and (ii) upon Lessor 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. Notwithstanding the foregoing, in no event shall Lessee be required to completely replace or repave the surface of the Parking Area. 6.Indemnity. (a) LESSEE SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS LESSOR, LESSOR'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, KIND OR DESCRIPTION TO THE EXTENT CLAIMED BY THIRD PARTIES BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY (1) THE USE OR OCCUPANCY OF THE PARKING AREA BY THE LESSEE PARTIES, OR (2) REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY CAUSED BY ANY ACT OR OMISSION ON THE PART OF ANY OF THE LESSEE PARTIES, OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF LESSEE UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), EXCEPT TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE 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, LESSEE, ON NOTICE FROM LESSOR, SHALL ATTORNEYS REASONABLY SATISFACTORY TO LESSOR. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF LESSEE WITH RESPECT TO THE USE AND OCCUPANCY OF THE PARKING AREA, WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF THE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS AGREEMENT SO LONG AS THE CAUSE FOR SUCH CLAIM AROSE DURING THE TERM. 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. Parking License Agreement between City of Fort Worth and Aikal & Shekha Ventures, LLC 3 (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. (C) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT EVEN IF NOTICE WAS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. 7.Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE PARKING AREA, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE SHALL BE AT THE RISK OF LESSEE ONLY, AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF ANY OF THE LESSEE PARTIES, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF LESSOR 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 OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. 8.Insurance. Lessee 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 list the Lessor as an additional insured negligent or willful acts or omissions, and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Parking Area. Lessee 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, Lessee shall be responsible for all insurance to any personal property of Lessee or in s care, custody or control. Lessee is allowed to self-insure without the prior written consent of Lessor. Any self-insured retention or other financial responsibility for claims shall be covered directly by Lessee in lieu of insurance. 9.Abandoned Property 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 Lessee to Lessor. Fixtures attached to the Parking Area become the property of Lessor, if not removed as required herein. 10.Condemnation. If all or any portion of the Property is taken or condemned by eminent domain the Property, Lessee shall have the right to terminate this Agreement u to Lessor. Any condemnation award or payment shall be allocated between Lessor and Lessee as follows: Lessor shall receive the value of the underlying fee interest, and Lessee shall be entitled to the value of its licensehold estate, including any unamortized value of improvements made by Lessee and any relocation Parking License Agreement between City of Fort Worth and Aikal & Shekha Ventures, LLC 4 expenses. 11.Assignment and Subletting. Lessee may not assign this Agreement or sublicense the Parking Area out prior written notice and consent by Lessor . 12.Damage to Parking Area or Property of Lessor. If, at any time during the Term, by the acts or omissions of any of the Lessee Parties there is damage to the Parking Area or any property therein is damaged or destroyed, Lessee shall be obligated to pay, within thirty (30) days after demand from Lessor, damage or destruction to be repaired or restored. 13. Repairs and Maintenance. Parking Area available to Lessee in accordance with and subject to the covenants, restrictions and limitations set forth herein and to make general repairs as needed, including striping parking spaces as needed, to keep the Parking Area usable for Lessee. Lessee shall use 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). At no time may there be any maintenance of any vehicles, including but not limited to, trailers, trucks, recreational vehicles and automobiles, by any of the Lessee Parties within the Parking Area or Property and if a spill of any nature takes place arising from the actions of a Lessee Party, Lessee must notify the Lessor immediately and is responsible for all 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 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 Lessor, essential to the rights of both parties, in which event Lessor has the right, but not the obligation, to terminate the Agreement on written notice to Lessee. 15. Default and Termination. (a) If Lessee shall fail to perform or observe any of its obligations hereunder then Lessor may terminate this Agreement by giving Lessee thirty (30) days prior written notice thereof, provided that (i) if Lessee fails to cure such default within thirty (30) d notice then this Agreement and all interest of Lessee hereunder shall automatically terminate, but (ii) if withdrawn. Such rights of Lessor in the case of a default by Lessee hereunder are not exclusive, but are cumulative of all other rights Lessor 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)Lessor's Default. If Lessor shall fail to perform or observe any of its obligations hereunder then Lessee may terminate this Agreement by giving Lessor fifteen (15) days prior written notice thereof. If Lessor fails to cure such default within fifteen (15) days of receipt Agreement and all interest of Lessor hereunder shall automatically terminate, but if Lessor does so cure drawn. Such rights of Lessee in the case of a default by Lessor hereunder are not exclusive, but are cumulative of all other rights Lessee 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 at will. Lessor and/or Lessee may be terminated this Agreement at will by Parking License Agreement between City of Fort Worth and Aikal & Shekha Ventures, LLC 5 providing thirty (30) day written notice to the other party 16.Notice. Any notice hereunder must be in writing. Notice may be sent via email 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 Lessor: To Lessee: City of Fort Worth Aikal & Shekha Ventures, LLC Property Management Department 844 Aberdeen Court Lease Management Coppell, Texas 75109 100 Fort Worth Trail Fort Worth, TX 76102 With a copy to: With copies to: City of Fort Worth City Attorney 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 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 Lessor, Lessor may necessary to evaluate compliance with this to reject requests for confidential information. 18.Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee 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 Lessor and Lessee. 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. (SIGNATURES APPEAR ON FOLLOWING PAGE) Parking License Agreement between City of Fort Worth and Aikal & Shekha Ventures, LLC 7 In witness whereof, the parties hereto have caused this Agreement to be executed on this ________ day of___________ LESSOR: LESSEE: CITY OF FORT WORTH, AIKAL & SHEKHA VENTURES, LLC a Texas home-rule municipal corporation By: By: _______________________________ Valerie Washington Shabbir Aikal or Aslam Shekha Assistant City Manager Managing Member Date: ___________________________Date: ____________________________ APPROVED BY:CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER By: _______________________________By signing, I acknowledge that I am the person Marilyn Marvin responsible for the monitoring and administration of Director this contract, including ensuring all performance and Property Management Department reporting requirements Date: ______________________________Name: ____________________________ Title: _____________________________ Date: _____________________________ APPROVED AS TO FORM AND LEGALITY: By: ______________________________ Candace Pagliara Assistant City Attorney Date: _____________________________ ATTEST: By: ______________________________ Jannette S. Goodall City Secretary Date: _____________________________ Form 1295: NA Contract Authorization: M&C: NA Date September 19, 2025 Parking License Agreement between City of Fort Worth and Aikal & Shekha Ventures, LLC Parking License Agreement