HomeMy WebLinkAboutContract 47263 10
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CITY SECRETAW,
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PARKING LOT LICENSE AGREEMENT
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This Parking Lot License Agreement ("Agreement") is entered into this P' day of November,
2015 ("Effective Date)by and between the City of Fort Worth,Texas,a home-rule municipal corporation
of the State of Texas("City"),and Amazon.eom.kyde LLC("Amazon").
WHEREAS, City owns a certain piece of property known as the Alliance Maintenance Facility located
at 2000 Eagle Parkway, Fort Worth, Texas, 76177 ("Property") which Property is managed oil behalf of
City by Hillwood Properties("Property Manager");and
WHEREAS, Amazon has requested, and the City agrees to grant to Amazon, the use of a portion of the
parking spaces on the Property in accordance with the terms and conditions of this Agreement,
WITNESSETH;
I. Premises, City hereby grants Amazon the exclusive license to use 200 parking spaces located
at the Alliance Maintenance Facility ("Lot") (See Exhibit "A") to use for truck trailer parking only,
Under no circumstances during the Agreement will Amazon use or cause to be used on the Lot any
hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the
Lot. Amazon shall not install signs, advertising media, and lettering on the Lot without prior written
approval of City.
2. Condition of Lot, Amazon taking possession of the Lot shall be conclusive evidence that(a)
the Lot are suitable for the purposes and uses for which same are licensed; and (b) Amazon waives ally
and all defects in and to the Lot, its appurtenances, and in all the appurtenances thereto, Further,
Amazon takes the Lot and all appurtenances in "AS IS" condition without warranty, expressed or
implied, on the part of City, City shall not be liable to Amazon,Amazon's agents, employees, invitees,
licensees, or guests for any damage to any person or property due to the Lot of any part of any
appurtenance thereof being improperly constructed or being or becoming in disrepair.
3, Term. Subject to the earlier termination as hereinafter set forth, this License shall be for a
term ("License Term") of 2 months, commencing on the Effective Date and expiring on December 31,
2015,
4. License Fee; Time of essence, Amazon will pay City a license fee of$50,000 per month to
use the Lot during the Term. Fee is due to City on or before the 1$'of each month. If the Effective Date
is prior to November I, 2015, Amazon agrees to pay City a pro-rated fee of$1643.84 per day from tl►e
Effective Date through November 1, 2015, payable upon execution of the Agreement. Payment of the
fees wider this Section 4 shall be paid to City through the Property Manager at the address given in
Section 16, or such other address as City may designate from time to time. If the payment of fees is not
received by City as provided herein, then 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.
5. No Services, City shall not furnish Amazon with any utilities, cleaning, lighting,security, or
any other items or services for the Lot. All operating costs of Lot shall be Amazon's sole cost and
expense. If Amazon wants or needs any utilities, cleaning, lighting, security, or any other items or
services while occupying the Lot, the Amazon shall first obtain permission and approval from the City to
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contract, add or install any of the above items and will be responsible for providing same at Amazon's
sole cost.
6. Alterations,Additions, Improvements,and Signage. Amazon shall make no alterations on,
or additions to, the Lot without the prior written consent of City. All alterations, additions and
improvements made to or fixtures or other improvements placed in or upon the Lot shall be deemed a
part of the Lot and the property of City at the end of the term of the License. All such alterations,
additions, improvements,and fixtures shall remain upon and be surrendered with the Lot as a part thereof
at the termination of this License. Notwithstanding the above,City grants Amazon the right to widen the
existing gate opening as shown on Exhibit "B", at Amazon's sole cost and expense, to allow for ingress
and egress of tuck trailers at the Lot. Prior to starting the gate widening,Amazon to submit to City and
Property Manager plans and specifications of the proposed gate alterations for City's written approval,
which shall not be unreasonably withheld or delayed. Within 60 days of the termination or expiration of
this Agreement, Amazon shall restore the gate to its original condition, at Amazon's sole cost and
expense.
7. Indemnity. (a) AMAZON SHALL AND DOES AGREE TO INDEMNIFY, PROTECT,
DEFEND AND HOLD HARMLESS CITY, CITY'S OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL
CLAIMS,LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION,SUITS,JUDGMENTS
AND EXPENSES, (INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF
INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO
ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS
OF PROPERTY (1)RELATING TO THE USE OR OCCUPANCY OF TI-IE LOT BY AMAZON, ITS
EMPLOYEES, PATRONS, AGENTS, INVITEE, LESSEES AND ANY OTHER PARTY OR (2) BY
REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED
OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACTOR OMISSION ON
T14E PART OF AMAZON OR ANY INVITEE, PATRON, LESSEE, EMPLOYEE, DIRECTOR,
OFFICER,SERVANT,OR CONTRACTOR OF AMAZON,OR ANYONE AMAZON CONTROLS OR
EXERCISES CONTROL OVER OR(3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE
OF ANY COVENANT OF AMAZON UNDER THIS LICENSE (COLLECTIVELY, "LIABILITIES"),
EVEN IF SUCH LIABILITIES ARISE, FROM OR ARE ATTRIBUTED TO THE CONCURRENT OR
PARTIAL NEGLIGENCE OF ANY INDEMNITEE, THE ONLY LIABILITIES WITH RESPECT TO
WHICH AMAZON'S OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY IS
WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING SOLELY FROM T14E
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,AMAZON,ON NOTICE FROM CITY,SHALL DEFEND
SUCH ACTION OR PROCEEDING, AT AMAZON'S EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL
APPLY TO ALL ACTIVITIES OF AMAZON WITH RESPECT TO THE USE AND OCCUPANCY OF
THE LOT,WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF THE
LICENSE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS LICENSE. THIS
INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS
PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, DISABILITY
BENEFIT ACTS OR OTHER EMPLOYEES'BENEFIT ACTS.
(b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN
EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION
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OBLIGATION UNDER THiS PARAGRAPH 7, SUCH LEGAL LIMITATIONS ARE MADE A PART
OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE
INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE
PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND
AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE
AND EFFECT.
8. Waiver of Liability. NO INDEMNiTEE SHALL BE LIABLE IN ANY MANNER TO
AMAZON, ITS AGENTS, EMPLOYEES, PATRONS, CONTRACTORS, OR ANY OTHER PARTY
IN CONNECTION WITH THE USE OF THE LOT BY ANY OF THEM, FOR ANY INJURY TO OR
DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE OF AN 1NDEMNITEE. IN NO EVENT SHALL ANY iNDEMNITEE BE LIABLE IN
ANY MANNER TO AMAZON OR ANY OTHER PARTY AS THE RESULT OF THE ACT'S OR
OMISSIONS OF AMAZON, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER
PARTY, iN CONNECTION WITH THE USE OF THE LOT BY ANY OF THEM. ALL VEHICLES
AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE LOT, WHETHER
PURSUANT TO THIS LICENSE OR OTHERWISE SHALL BE AT THE RISK OF AMAZON ONLY,
AND NO INDEMNiTEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO
PROPERTY OF AMAZON, ITS EMPLOYEES, AGENT'S, PATRONS, INVITEE, OR TO OTHERS,
REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF CITY OR
SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE
OF WHATSOEVER NATURE, EVEN IF DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF
ANY INDEMNITEE.
9. Insurance. Amazon sliall procure and maintain at all times, in fall 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
Lot. Amazon shall obtain the following insurance coverage at the limits specified herein:
Commercial General Liability:
$300,000.00 per occurrence
(including Products and Completed Operations);
In addition, Amazon shall be responsible for all insurance to any approved construction,
improvements, modifications or renovations on or to the Lot and for personal property of Amazon or in
Amazon's care, custody or control. Insurance requirements, including additional types and limits of
coverage and increased limits on existing coverages,are subject to change at City's option,and Amazon will
accordingly comply with such new requirements within thirty(30)days following notice to Amazon. As a
condition precedent to the effectiveness of this License, Amazon shall furnish City with a certificate of
insurance signed by the underwriter as proof that it has obtained the types and amounts of insurance
coverage required herein. Amazon hereby covenants and agrees that not less than thirty(30)days prior to
the expiration of any insurance policy required hereunder, it shall provide City with a new or renewal
certificate of insurance, In addition, Amazon sliall, on demand, provide City with evidence that it has
maintained such coverage in full force and effect. Amazon shall maintain its insurance with underwriters
authorized to do business in the State of Texas and which are satisfactory to City. The policy or policies of
insurance shall be endorsed to cover all of Amazon's operations on the Lot and to provide that no material
changes in coverage, including, but not limited to, cancellation, termination, non-renewal or amendment,
shall be made without thirty(30)days'prior written notice to City.
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10. Abandoned Property. Amazon's personal property not promptly removed by Amazon from
the Lot at 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 Amazon to City.
Fixtures attached to the Lot become the property of City, if not removed as required herein.
11. Assignment and Subletting. Amazon shall not assign this License, or any right of Amazon
under this License, or sublet the Lot, 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 License.
12. Damage to Lot or Property of City. If, at any time during the License Tern, by the acts
of omissions of the Amazon, its employees, patrons, agents, invitees, of licensees, the Lot, or any
property therein is damaged or destroyed, Amazon shall be obligated to pay, on demand, all costs to
repair same together.
13. Repairs and Maintenance. City has no obligation to make repairs of any sort to the Lot,
City's sole obligation hereunder being to make (lie Lot available to Amazon in accordance with and
subject to the covenants, restrictions and limitations set forth herein. Amazon shall, at its expense, use
and maintain the Lot 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 the termination of this License, whether by lapse of time or otherwise, Amazon shall
deliver the Lot to City in as good a condition as the same was as of the date of the taking of possession
thereof by Amazon,ordinary wear and tear only expected.
14. 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 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 License on written notice to Amazon.
15. Default and Termination.
(a) Amazon's Default. If Adlazon shall fail to perform or observe any of its obligations
hereunder then City may terminate this License by giving Amazon written notice thereof, in which event
this License and all interest of A►nazon hereunder shall automatically terminate. Such rights of City in
the case of a default by Amazon hereunder are not exclusive, but are cuttnulative of al other rights City
may have hereunder, at law or in equity; and any one or more of such rights may be exercised separately
or concurrently to the extent provided by law.
(b) City's Default. Should City commit a default under this License(including but not limited
to City's failure to make the Lot available), Amazon may, as its sole remedy hereunder, terminate this
License,and Amazon hereby waives any and all other remedies for any such default by City.
(c) Termination for Convenience. Either party may terminate this License with 30 days'
written notice to the other party.
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16. Notice. Any notice hereunder must be in writing. Notice deposited in the United States
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: To Amazon;
City of Fort Worth Amazon.com.kydc LLC
Mark Brown,Land Agent c/o Amazon.com
900 Monroe,Suite 404 410 Terry Ave.N.
Fort Worth,TX 76102 Seattle, WA 98109-5210
Attn:Real Estate Manager(NA Ops—DFW7)
With a copy to: With a copy to:
City Attorney Amazon.com.kydc LLC
City of Fort Worth c/o Amazon.com
1000 Throckmorton 410 Terry Ave.N.
Fort Worth,TX 76102 Seattle,WA 98109-5210
Attn: General Counsel(Real Estate—DFW7)
With a copy to;
Barney Herl
Hilhvood Properties
13600 Heritage Parkway,suite 200
Fort Worth,TX 76177
The parties hereto shall have the continuing right to change their respective address by giving at least ten
(10)days notice to the other party.
17. Audit. Pursuant to Chapter 2, Article IV, Division 3, Section 2-134, Administration,
Powem and Dirties of the Depai-lment ofhitenial 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 Amazon's
normal business hours a'id upon reasonable notice, audit Amazon's books and records, but only as it
pertains to this License and as necessary to evaluate compliance with this License.
18, Entire Agreement. This License constitutes the entire agreement between City and
Amazon relating to the use of the Lot 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 License may not be amended, modified, extended, or supplemented
except by written instrument executed by both City and Amazon.
20. 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]
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In witness whereof, the parties hereto have caused this License to be executed as the (lay and year first
above set forth.
CITY:
CITY OF FORT WOIVI'H
a Texas municipal corporation
By: --
Jesus J.'Chapa,Assistant City Panager
Approved as to form and Legality:
Assistant City Attorney
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Attested:
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NO M&C REQ
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AMAZON:
AMAZON.COM.KYDC LLC,
a Delawar limited liability 4oi ion
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By: ou, �L—,
Name: hick Diedrich
Title: Vice President
-6- OFFICIAL RECORD
CITY SECRETARY
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Exhibit A
See attached.
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