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HomeMy WebLinkAboutContract 49468 34S ign Envelop 04530-7E6A-4163•B7FA•E36048EC8015 CITY SECRETARY R G CONTRACT NO. '1-11P Y N 0a, PARKING LOT LICENSE AGREEMENT 8 d `99 b E This Parking Lot License Agreement ("Agreement") is entered into this fiUS III , 2017 .ffective Date)by and hetwccn the City of Fort VVnrth,Texas,n home-nrle municipal) orpomt on of the state of Texas ("City"), and Michaels Stores Procurement Company, incorporated, a Delaware Corpointion("Michaels"). 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 Properly is managed on behalf of City by Hillwood Properties("Property Manager"); and WHEREAS,Michaels has requested,and the City agrees to grant to Michaels, the use of a portion of the parking spaces on the Property in accordance with(he terms and conditions of this Agreement. WITNESSETH: 1. Premises.City hereby grants Michaels the exclusive license to use 100 parking spaces located at the Alliance Maintenance Facility("Lot")(See Exhibit "A")to use for trailer parking only. Under no circumstances during the Agreement will Michaels 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. Michaels shall not htstall signs,advertising media,and lettering on the Lot without prior written approval of City. 2. Condition of Lot. Michaels 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) Michaels waives any and all defects in and to the Lot, its appurtenances, and in all the appurtenances thereto. Further, Michaels takes the Lot and all appurtenances in "AS IS" condition without warranty, expressed or implied, on (Ire pari of City. City shall no( be liable to Michaels, Michaels' agents, employees, invitees, licensees, or guests for any damage to any person or property due (u lite 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 Agreement shall be for a teen("License Tetra")of six(6)months,commencing on the August 1,2017 and expiring on January 31, 2018, 4. License Fee; Time of essence. Michaels will pay City a license fee of$15,000 per month to use the Lot during (Ile License Term. Fee is due to City on or before the I" of each month via direct deposit into the Alliance Maintenance Fund bank account. if the payment of fees is not received by City as provided herein, then after rive(5)days after receipt of written notice from City, 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)eightccn percent(18%)or(b)the highest non-usurious rate permitted by applicable law. Time is specifically of file essence of this provision and of every provision of this Agreement. 5. No Services.City shall not furnish Michaels with any utilities,cleaning, lighting,security,or any other items or services for the Lot. All operating costs of Lot shall be Michaels' sole cost and expense. If Michaels wants or needs any utilities, cleaning, lighting, security, or any other items or services while occupying the Lot,then Michaels shall first obtain permission and approval from the City to contract, add or install any of(he above items and will be responsible for providing same at Michaels' License Agreement between the City of Fort Worth and Michaels Stores Procurement Company,Incorporated =— - OFFICUIL RECORD, CITY SECitUARY 1 DocuSign Envelope ID:307D4530.7E6A-4163-B7FA-E36048ECB015 sole cost. 6. Alterations, Additions, Improvements,and Signage. Michaels 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 License Term. All such alterations, additions, improvements, and fixtures shall remain upon and be surrendered with the Lot as a part thereof at the termination orthis Agreement. 7. Indemnity. (a) MICHAELS SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND 14OLD HARMLESS CITY, CITY'S OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES (COLLECTIVELY, "INDEMNITEES") 1'OR, 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 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 TIIE LOT BY MICHAELS, ITS EMPLOYEES, AGENTS AND LESSEES OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED BY ANY ACT OR OMISSION ON T14E PART OF MICHAELS OR ANY LESSEE, EMPLOYEE, DIRECTOR,OFFICER,SERVANT,OR CONTRACTOR OF MIC14AELS OR(3)BY ANY BREACH,VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF MICHAELS UNDER THIS AGREFMGNT (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 BROUGI 11' BY OR AGAINST ANY INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, MICHAELS, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT MICHAELS' EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF MICHAELS WITH RESPECT TO THE USE AND OCCUPANCY OF THE LOT, WHETHER OCCURRING BEFORE OR AFTER TIIE- COMMENCEMENT DATE OF THE LICENSE TERM AND BEFORE; OR AFTER THE TERMINATION OF THIS AGREEMENT. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFI'T'S PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTI4ER 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. 8. Waiver or Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE LOT, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE License Agreement between the City of Fort Worth and Michaels Stores Procurement Company,Incorporated -2- DocuSlgn Envelope ID:307D4530.7E6A-4163-B7FA-E36D48ECB015 SHALL BE AT THE RISK OF MICHAELS ONLY, AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF MICHAELS, ITS EMPLOYEES, AGENTS, PATRONS, INVITEE, OR TO OTIIERS, REGARDLESS Or WHETIIER SUCII PROPERTY IS ENTRUSTED TO EMPLOYEES OF CiTY 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 OF ANY INDEMNITEE. 9. Insurance. Michaels 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 name 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. Michaels 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, Michaels shall be responsible for all insurance to any personal property of Michaels or in Michaels' 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 Michaels will accordingly comply with such reasonable new requirements within thirty(30)days following notice to Michaels.As a condition precedent to the effectiveness of this Agreement, Michaels shall furnish City with a certificate of insurance signed by the underwriter as proof that it has obtained lite types and amounts of insurance coverage required herein.Michaels 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 now or renewal certificate of insurance. In addition, Michaels shall,on demand,provide City with evidence that it has maintained such coverage in full force and effect. Michaels shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are reasonably salisfactory to City. The policy or policies of insurance shall be endorsed to cover all of Michaels'operations on lite 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. 10. Abandoned Property.Michaels'personal property not promptly removed by Michaels from the Lot at the termination of this Agreement, whether termination shall occur by the lapse of titre or otherwise, shall thereupon be conclusively presumed to have been abandoned by Michaels to City. Fixtures attached to the Lot become the property of City,if not removed as required herein. 11. Assignment and Subletting. Michaels shall not assign this Agreement, or any right of Michaels under this Agreement, 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 Agreement. 12. Damage to Lot or Property of City. If, at any time during the License Term, by the acts of omissions of the Michaels, its employees, agents, of licensees, the Lot, or any property therein is damaged or destroyed,Michaels 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 the Lot available to Michaels in accordance with and License Agreement between the city of Fort Worth and Michaels Stores Procurement Company,Incorporated -3- DocuSign Envelope ID:307D4530-7E6A-4163-87FA-E36D48ECB015 subject to the covenants, restrictions and limitations set forth herein, Michaels shall, at its expense, use and maintain the Lot in a neat, clean, careful, safe, and proper manner including but not limited to any snow and/or ice removal, and comply with all applicable laws, ordinances, orders,rules, and regulations of all governmental bodies (slate, county, federal, and municipal), At no time may there be any maintenance of any trailers or trucks within the Lot or Property and If a spill of any nature takes place, Michaels must notify the Property Manager immediately and is responsible for all required clenn up and repairs due to the spill. At the termination of this Agreement, whether by lapse of time or otherwise, Michaels shall deliver the Lot to City in as good a condition as the some was as of the date of the taking of possession thereof by Michaels,ordinary wear and tear only expected. 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 License Term, the intention of the parties hereto is that the remaining parts of this Aurccinent 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 Agreement on written notice to Michaels. IS. Default and Termiuntion. (a) Michaels' Default. If Michaels shall fail to perform or observe any of its obligations hereunder (lien City may terminate this Agreement by giving Michaels twenty (20) days prior written notice thereof. If Michaels fails to cure such default within fifteen(15)days of receipt of City's default notice than (his Agreement and all interest of Michaels hereunder shall automatically terminate. Such rights of City in the case of a default by Michaels 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(lie extent provided by law. (b) City's Default. Should City commit a default under this Agreement Michaels may terminate this Agreement by giving City twenty (20) days prior written notice thereof. If City fails to cure such default within fifteen (15) days of receipt notice then Michaels , as its sole remedy hereunder, may terminate this Agreement and Michaels hereby waives any and all other remedies for any such default by City.. (c)Termination by Convenience.Either party may terminate this Agreement with 90 day written notice to the other party. 16. Notice.Any notice hereunder trust be in writing. Notice deposited or sent by nationally recognized overnight courier service,such as,but not limited to,Federal Express,by certified mail with return receipt requested,or by express mail properly addressed,postage paid,shall be effective-upon deposit.Notice given in any other manner herein shall be effective upon receipt at the address of the addressee. For purposes of notice,the addresses of the parties shall,unless changed as hereinafter provided,be as follows: To City: To Michaels: City of Fort Worth Michaels Stores Procurement Company, Inc. Lease Management 8000 Bent Branch Drive Property Management Department Irving,TX 75063 400 Monroe,Suite 400 Attn: Jason Frerich Fort Worth,TX 76102 Director,Domestic Transportation License Agreement between the City of Fort Worth and Michaels Stores Procurement Company,Incorporated -4- DocuSign Envelope ID.307D4530-7E6A-4163-B7FA-E36D48ECB015 With u cony to; With u copy to: City Attorney Michaels Stoles Procurement Company,Inc. City of Fort Worth 8000 Bent Branch Drive 200 Texas Street Irving,TX 75063 Fort Worth,TX 76102 Attn:Jason Ftuggins Director--Real Estate Administration With a copy to; Barney Herl Hillwood 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,Powers and Duties of the Department of Inrarnal.4adit, of the Code of Ordinances of the City of Fart Worth, City may at City's sole cost and expense,at reasonable times during Michaels' normal business hours and upon reasonable notice,audit Michaels'books and records,but only as it pertains to this Agreement and as necessary to evaluate compliance with this Agreement. 18. Entire Agreement.77his Agreement constitutes the entire agreement between City and Michaels 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 Agreement may not be amended,modified,extended,or supplemented except by written instrument executed by both City and Michaels. 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 PAGES) License Agreement between the City of Fort Worth and Michaels Stores Procurement Company,Incorporated -5- DocuSign Envelope ID. 307D4530-7E6A-4163-87FA-E36D40ECB015 In witness whereof,the parties hereto hnve caused this Lease to be executed as the day and year first above set Fortis. CITY: MICHAELS: CITY OF FORT WORTH MICHAELS STORES PROCUREMIrNT COMPANY, INCORPORATED,A DELAWARE CORPORATION D"uSIgned hy! By: ByC�,aln,C�, yz,4t. Jesus J.Chapa B458E46CD624488 / Assistant City Manager Name:t u G� wet Ip G Date: Title: sVkml 1�r alQ AWC,(fpW AAA - Date: J� ®/ --CC,AJfwChCA•- CONTRACT COMPLUNCE MANAGER By signing, i acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensue 1l p formance an porting requirements Name.- Title-� ame:Title-1�dAb6VT-AIXX7� i'//�/l�G�//'�/✓ 4�4r Date: E ol- APPROV D AS T FORM AM?LEGALITY: By: Leann Guzman Senio A sistant City Attorney Date; �N- ATT ary Kayser ` City Sec etary ............. Date: �G�J Form I295:Not required Contract Authorization: M&C:Not required License Agreement bel%vicen the City of Port Worth and Michaels Stores Procurement Company,Incorporated -G EXHIBIT " t �• Michaels Parking "Lot" �lry O AG 44, "4� 000001�� i , , O �G A L O A. m �- I„ N Q� ' A i W 70 Ei 5 500 1,000 2,000 " - 'Y Copyright 2017 City of Fort Worth. Unauthorized reproduction is a violation of FORT WORTH applicable laws.This product is for informational purposes and may not have been ® prepared for or be suitable for legal,engineering,or surveying purposes. It does not General Location represent an on-the-ground survey and represents only the approximate relative location of property boundaries.The City of Fort Worth assumes no responsibility for the accuracv of said data.