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HomeMy WebLinkAboutContract 49210 CITY SECRETARYqqZj D CONTRACT NO. p 11 12 AM - RT WORTH MEACHAM INTERNATIONAL AIRPORT R �? ADMINISTRATION BUILDING PARKING LOT LICENSE AGREEMENT co 'o, (MONTH-TO-MONTH) J RKING LOT LICENSE AGREEMENT ("License") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation acting by and through Fernando Costa, its duly authorized Assistant City Manager, and EAN HOLDINGS, LLC ("Licensee"), a Texas Corporation acting by and through BRENT K. RUSSELL, it duly authorized VICE PRESIDENT/GENERAL MANAGER. In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PREMESIS. 1.1. Parking Lot. City grants Licensee the exclusive license to use (15) fifteen parking spaces located at Meacham International Airport ("Airport") as described on Exhibit "A" attached hereto and hereby made part of this License in Fort Worth, Tarrant County, Texas, hereinafter referred to as ("Premises"). The Premises are to be used for Enterprise rental fleet vehicle parking only. 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. Licensee shall not install signs, advertising media, and lettering on the Premises without prior written approval of City. 1.2. Condition of Premises. Licensee taking possession of the Premises shall be conclusive evidence that (a) the 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 Premises, its appurtenances, and in all the appurtenances thereto. Further, Licensee takes the Premises and all appurtenances in "AS IS" condition without warranty, expressed or implied, on the part of City. City 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 Premises or any part of any appurtenance thereof being improperly constructed or being or becoming in disrepair. 2. TERM OF LICENSE. This License shall operate on a month-to-month basis, commencing on the date of its execution. This License will automatically renew on the first (1st) day of each month unless terminated by either party. In order to terminate this Agreement, a party must provide Hangar Space Month-to-Month OFFICIAL RECORD Page 1 of 10 CITY SECRETARY FT.WORTH,TX written notice of its intent to terminate not less than thirty(30) days prior to the effective date of such termination. 3. LICENSE FEE; TIME OF THE ESSENCE. Licensee will pay the City a Fifteen Dollars and 00/100 ($15.00) per space, for a total of $225.00 per month, to use the Premises during the Term. Fee is due to City on or before the 1 st of each month. Payment of the fees under this Section 3 shall be paid to City at the address given in Section 17, or such other address as City may designate from time to time. Payment shall be considered past due if the City has not received full payment by close of business the tenth (10th) day of the month for which payment is due. Without limiting the City's termination rights as provided by this License, the City will assess a late penalty charge of ten percent (10%) per month on the entire balance of any amount overdue that Licensee may accrue. 4. NO SERVICES. City shall not furnish Licensee with any utilities, cleaning, lighting, security, or any other items or services for the Premises, other than what currently exists. All operating costs of Premises shall be Licensee's sole cost and expense. If Licensee wants or needs any utilities, cleaning, lighting, security, or any other items or services while occupying the Premises, the Licensee shall first obtain permission and approval from the City to contract, add or install any of the above items and will be responsible for providing same at Licensee's sole cost. 5. ALTERATIONS, ADDITIONS, IMPROVEMENTS,AND SIGNAGE Licensee shall make no alterations on or additions to, the Premises without the prior written consent of City. All alterations, additions and improvements made to or fixtures or other improvements placed in or upon the Premises shall be deemed a part of the Premises 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 Premises as a part thereof at the termination of this License. 6. INDEMNITY. (a) LICENSEE 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 THE PREMISES BY LICENSEE, 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 ACT OR OMISSION ON THE PART OF Parking Lot Month-to-Month License Page 2 of 10 LICENSEE OR ANY INVITEE, PATRON, LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF LICENSEE, OR ANYONE LICENSEE CONTROLS OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF LICENSEE 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 LICENSEE'S OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING SOLELY 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, LICENSEE, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT LICENSEE'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF LICENSEE WITH RESPECT TO THE USE AND OCCUPANCY OF THE PREMISES, 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 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. 7. WAIVER OF LILABILITY. NO INDEMNITEE SHALL BE LIABLE IN ANY MANNER TO LICENSEE, ITS AGENTS, EMPLOYEES, PATRONS, CONTRACTORS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM, FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNITEE. IN NO EVENT SHALL ANY INDEMNITEE BE LIABLE IN ANY MANNER TO LICENSEE OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF LICENSEE, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE PREMISES, WHETHER PURSUANT TO THIS LICENSE OR OTHERWISE SHALL BE AT THE RISK OF LICENSEE ONLY, AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO Parking Lot Month-to-Month License Page 3 of 10 PROPERTY OF LICENSEE, ITS EMPLOYEES, AGENTS, 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. 8. 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 Premises. Licensee 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, Licensee shall be responsible for all insurance to any approved construction, improvements, modifications or renovations on or to the Premises and for personal property of Licensee or in Licensee'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 Licensee will accordingly comply with such new requirements within thirty (30) days following notice to Licensee. As a condition precedent to the effectiveness of this License, Licensee 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. Licensee 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, Licensee shall, on demand, provide City with evidence that it has maintained such coverage in full force and effect. Licensee 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 Licensee's operations on the Premises 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. 10. ABANDONED PROPERTY. Licensee's personal property not promptly removed by Licensee from the Premises 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 Licensee to City. Fixtures attached to the Premises become the property of City, if not removed as required herein. 11. RIGHTS AND RESERVATIONS OF CITY. City hereby retains the following rights and reservations: Parking Lot Month-to-Month License Page 4 of 10 11.1. All fixtures and items permanently attached to any structure on the Premises belong to City, and any additions or alterations made thereon, shall immediately become the property of City. 11.2. City reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Licensee from erecting or permitting to be erected any building or other structure which, in the opinion of City, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 11.3. City reserves the right to close temporarily the Airport 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 City. In this event, City 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. 11.4. This License shall be subordinate to the provisions of any existing or future agreement between City 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. 11.5. During any war or national emergency, City 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 instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. City 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. 11.6. City 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 City to the United States Government through the Federal Airport Act; and Licensee agrees that this License and Licensee's rights and privileges hereunder shall be subordinate to the Sponsor's Assurances. 12. 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, and any attempt to do so shall be void, and any such attempt shall cause immediate termination of this License. Parking Lot Month-to-Month License Page 5 of 10 13. DAMAGE TO PREMISES OR PROPERTY OF CITY. If, at any time during the License Term, by the acts of omissions of the Licensee, its employees, patrons, agents, invitees, of licensees, the Premises, or any property therein is damaged or destroyed, Licensee shall be obligated to pay, on demand, all costs to repair same together. 14. REPAIRS AND MAINTENANCE. City has no obligation to make repairs of any sort to the Premises, City's sole obligation hereunder being 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 expense, use and maintain the Premises 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, Licensee shall deliver the Premises to City in as good a condition as the same was as of the date of the taking of possession thereof by Licensee, ordinary wear and tear only expected. 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 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 Licensee. 16. DEFAULT AND TERMINATION. (a) Licensee's Default. If Licensee shall fail to perform or observe any of its obligations hereunder then City may terminate this License by giving Licensee written notice thereof, in which event this License and all interest of Licensee hereunder shall automatically terminate. Such rights of City in the case of a default by Licensee hereunder are not exclusive, but are cumulative of all other rights City may have hereunder, at law or in equity; and any one or more of such rights may be exercised separately or concurrently to the extent provided by law. (b) City's Default. Should City commit a default under this License (including but not limited to City's failure to make the Premises available), Licensee may, as its sole remedy hereunder, terminate this License, and Licensee 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. Parking Lot Month-to-Month License Page 6 of 10 17. NOTICE. Notices required pursuant to the provisions of this License shall be conclusively determined to have been delivered when(1) hand-delivered to the other party, its agents, employees, servants or representatives, or(2) deposited in the United States Mail,postage prepaid, addressed as follows: To CITY: To LESSEE: City of Fort Worth Enterprise Holdings, Inc. Aviation Department Vice President/General Manager 201 American Concourse, Ste 330 4201 N. State Hwy 161, Suite 150 Fort Worth, Texas 76106 Irving, Texas 75038 18. AUDIT. Pursuant to Chapter 2, Article IV, Division 3, Section 2-134, Administration, Powers and Duties of the Department of Internal Audit, of the Code of Ordinances of the City of Fort Worth, City may at City's sole cost and expense, at reasonable times during Licensee's normal business hours and upon reasonable notice, audit Licensee's books and records, but only as it pertains to this License and as necessary to evaluate compliance with this License. 19. ENTIRE AGREEMENT, This License constitutes the entire agreement between City 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. 20. AMENDMENT. This License may not be amended, modified, extended, or supplemented except by written instrument executed by both City and Licensee. 21. 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. [Signature Pages Below] Parking Lot Month-to-Month License Page 7 of 10 IN WI NESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the l5 day of S�,Clj�, , 2017. CITY OF FORT WORTH: By: --�� illi elstead Avia i Director Date: I F STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared William Welstead, 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this �� day , 2017. uNNE-MARIE STOWE :°� PL1011c,state of texas 1] zi7� •'!''•'r C Corrur, F-o-at; '15 01-2018 NotaryPublic in and for the State of Texas �'•,,n°i��•• N010!v ID 45976.5 APPROVED AS TO FORM ATT T: AND GALITY: / By: By: Aq- �n Paige Meb e .l Assistant City Attorney City Secretary M&C: None Required F0&;P ��O• ..120 OFFICIAL RECORD Parking Lot Month-to-Month License `XAS CITY SECRETARY Page 8 of 10 FT.WORTH,TX 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. ZA��� Anne-Marie Stowe Title LICENSEE: ATTEST: EAN HOLDINGS, INC. By: e__ By: Brent K. Russell, Vice President/General Manager Date: 6�1 _ 1 ; —IT STATE OF TEXAS § COUNTY OF � _�,, § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared BRENT K. RUSSELL, 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 EAN HOLDINGS, INC. and that he executed the same as the act of EAN HOLDINGS, INC. for the purposes and consideration therein expressed and in the capacity therein stated. � GIVEN UNDER MY HAND AND SEAL OF OFFICE this Eday _' 2017. H 0 COOK _': ?' MY COMMISSION EXPIRES Not ublic in and for th ' a "1°�r5 tots Parking Lot Month-to-Month License Page 9 of 10 EXHIBIT "A" PARKING LOT q E I i I 5 I � / 1 Tt� II t Al l A i I I I � p Cii ❑ Q �-- r 1 I ------------ 16/ / r •NORTH MAIN STREET Parking Lot Month-to-Month License Page 10 of 10