HomeMy WebLinkAboutContract 55889CSC N o. 55889
PARKING LOT LICENSE AGREEMENT
This Parking Lot License Agreement ("Agreement") is entered into this � U���� 2021
("Effective Date) by and between the City of Fort Worth, Texas, a home-rule municipal corporation of
the State of Texas ("City"), and W.W. Grainger, Inc. ("Licensee").
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 on behalf of City
by Hillwood Properties ("Property Manager"); and
WHEREAS, Licensee has requested, and the City agrees to grant to Licensee, the use of a portion of the
parking lot on the Property in accordance with the terms and conditions of this Agreement.
WITNESSETH:
1. Premises. City hereby grants Licensee the exclusive license to use 35 asphalted parking spots
in the parking lot with a common address of 2012 Eagle Parkway, Fort Worth, Texas ("Lot") as depicted
in Exhibit "A" located at the Property for storage of empty trailer containers. Under no circumstances
during the Agreement will Licensee 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; provided that the presence
of fuel, engine oil and hydraulic fluids used for or stored in vehicles parked on the Lot will not be deemed
a violation of this Section. Licensee shall not install signs, advertising media, and lettering on the Lot
without prior written approval of City, such approval not to be unreasonably withheld. Licensee will have
access to the Lot 24 hours a day, 7 days a week. City agrees to provide Licensee with reasonable prior
notice in the event City desires to access the Lot; provided that City may not interfere with Licensee's use
of the Lot in accordance with this Agreement.
2. Condition of Lot. Licensee 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) Licensee waives any and
all defects in and to the Lot, its appurtenances, and in all the appurtenances thereto. Further, Licensee 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 Licensee, Licensee' agents, employees, invitees, licensees, or guests for any
damage to any person or property due to the Lot or any part of any appurtenance thereof being improperly
constructed or being or becoming in disrepair.
3. Primary License Term: Subject to the earlier termination as hereinafter set forth, this primary
term on this Agreement ("License Term") shall commence on May 13, 2021 and continue on a month to
month basis, beginning on the first day of each month, until either party terminates this Agreement pursuant
to Section 15 of this Agreement.
4. License Fee; Time of essence. Licensee will pay City a prorated license fee of Three Thousand
Two Hundred Seventy Nine and 40/100 Dollars ($3,279.40) for May 13, 2021 through May 31, 2021 and
beginning June, 1 2021, pay a flat license fee of Five Thousand Two Hundred Fifry and no/100 Dollars
License Agreement between the City of Fort Worth and
W.W. Grainger, Inc.
R°a"°'`e, Tx�936 QFFICIAL RECORD
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CITY SECRETARY
-1- FT. VIlORTH, TX
$5,250.00) per month during the remainder of the term of this Agreement ("Fee"). The Fee is due to City
on or before the 1 St of each month via direct deposit into the A1liance Maintenance Fund bank account, the
information for which shall be provided by Property Manager to Licensee promptly after the Effective Date
hereof. If the payment of fees is not received by City as provided herein, then after five (5) business 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) eighteen percent (18%) or (b) the highest non-usurious rate permitted by applicable 1aw. Time is
specifically of the essence of this provision and of every provision of this Agreement.
5. No Services. City shall not furnish Licensee with any utilities, cleaning, lighting, security, or
any other items or services for the Lot. A11 operating costs of Lot shall be Licensee' sole cost and expense.
If Licensee wants or needs any utilities, cleaning, lighting, security, or any other items or services while
occupying the Lot, then 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' sole cost.
6. Alterations, Additions, Improvements, and Signage. Licensee shall make no alterations on
or additions to, the Lot without the prior written consent of City,. Any alterations made to the Lot by the
Licensee shall be at Licensee's sole cost and expense and shall not interfere with the operations of other
Licensees and/or other operations at the Alliance Maintenance Facility. If interference occurs Licensee will
use commercially reasonable efforts to make changes and/ar remove the alteration to remedy said
interference within five (5) business days of written notice from 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 of this Agreement. Licensee may at its sole option and expense remove any Licensee alterations
at any time during the License Term with City approval. At the termination of this Agreement, whether by
lapse of time or otherwise, Licensee shall (i) 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 Licensee, subject only to ordinary wear and tear and
damage caused by casualty or condemnation and (ii) upon City_request, remove any alterations and make
any repairs to the Lot as needed in order to comply with the provisions of Section 13 below.
7. 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 REASONABLE COURT COSTS, REASONABLE ATTORNEYS'
FEES AND REASONABLE COSTS OF 1NVESTIGATION), OF ANY NATURE, K1ND 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 THE LOT BY LICENSEE, 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 THE PART
OF LICENSEE OR ANY LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR
CONTRACTOR OF LICENSEE OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE
OF ANY COVENANT OF LICENSEE UNDER THIS AGREEMENT (COLLECTIVELY,
"LIABILITIES"), EXCEPT TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE
License Agreement between the City of Fort Worth and
W.W. Grainger, Inc.
Roanoke, TX/936
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NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDENINITEE. 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, SHALLDEFEND
SUCH ACTION OR PROCEEDING, AT LICENSEE' 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 LOT, WHETHER OCCURRING BEFORE OR AFTER THE 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 BENEFITS
PAYABLE UNDER 1NSURANCE 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 1N EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE
1NDEMNIFICATION 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
BR1NG THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH
LIMITATIONS, AND AS SO MODIFIED, THE 1NDEMNIFICATION OBLIGATION SHALL
CONTINUE 1N FULL FORCE AND EFFECT.
8. Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN
VEHICLES USING THE LOT, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE
SHALL BE AT THE RISK OF LICENSEE ONLY, AND NO 1NDEMNITEES SHALL BE LIABLE FOR
ANY LOSS OR THEFT OF OR DAMAGE TO 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, UNLESS DUE IN
WHOLE OR 1N PART TO THE NEGLIGENCE OF ANY 1NDEMNITEE.
9. Insurance. Licensee 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. Licensee 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, Licensee shall be responsible for all insurance to any personal property of Licensee or in
Licensee's care, custody or control. Licensee is allowed to self-insure without the prior written consent of City.
Any self-insured retention or other financial responsibility for claims shall be covered directly by Licensee in
lieu of insurance.
10. Abandoned Property. Licensee' personal property not promptly removed by Licensee from
the Lot 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 Licensee to City. Fixtures
License Agreement between the City of Fort Worth and
W.W. Grainger, Inc.
Roanoke, TX/936
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attached to the Lot become the property of Ciry, if not removed as required herein.
11. Assignment and Subletting. Licensee sha11 not assign this Agreement, or any right of
Licensee 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; all provided that Licensee's contractors and agents may use the
Lot in accordance with the terms and provisions hereof.
12. Damage to Lot or Property of City. If, at any time during the License Term, by the acts of
omissions of the Licensee, its employees, agents, of licensees, the Lot, or any property therein is damaged
or destroyed, Licensee shall be obligated to pay all costs to repair same together upon Licensee's receipt of
supporting documentation within thirty (30) days.
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 Licensee in accordance with and subject
to the covenants, restrictions and limitations set forth herein. Licensee 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 (state, 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 arising from the actions of Licensee,
Licensee must notify the Property Manager immediately and is responsible for all required 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 License 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 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 Licensee given in accordance with Section 15(c).
15. Default and Termination.
(a) Licensee' Default. If Licensee shall fail to perform or observe any of its obligations hereunder
then City shall give written notice to Licensee of said alleged default. If Licensee fails to cure such default
within fifteen (15) business days of receipt of Ciry's default notice then this Agreement and all interest of
Licensee hereunder shall automatically terminate effective on the fifteenth (15) business day, but if Licensee
does so cure such default within said 15 business days, City's termination notice will be deemed withdrawn.
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 Agreement, Licensee shall give
written notice to City of said alleged default. If City fails to cure such default within fifteen (15) business
days of receipt notice then Licensee may terminate this Agreement or elect to cure such default and deduct
any reasonable costs incurred therefor from the Fee due far the immediately following month.- Such rights
of Licensee in the case of a default by City hereunder are not exclusive, but are cumulative of all other rights
License Agreement between the City of Fort Worth and
W.W. Grainger, Inc.
Roanoke, TX/936
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Licensee 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 by Convenience: Either party may terminate this Agreement with thirty (30)
days prior written notice to other party, such termination notice to state, at a minimum, the termination date
which shall be the last day of a month.
16. Notice. Any notice hereunder must be in writing. Notice deposited or sent by nationally
recognized overnight courier seroice, 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 the next
business day after deposit with such overnight courier service, or three (3) days after deposit with USPS if
sent by certified mail. 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:
City of Fort Worth
Lease Management
Property Management Department
900 Monroe, Suite 400
Fort Worth, TX 76102
With a copy to:
City Attorney
City ofFort Worth
200 Texas Street
Fort Worth, TX 76102
With a copy to:
Jason Long
Hillwood Properties
9800 Hillwood Parkway, Suite 300
Fort Worth, TX 76177
To Licensee:
W. W. Grainger, Inc.
Attn: Real Estate-#936
100 Grainger Pkwy, Ste B4M43
Lake Forest, IL 60045
Email: RealEstate-Leases(a� r�a�in eg r.com
with copy to:
W.W. Grainger, Inc.
Attn: Legal Dept/RE
100 Grainger Parkway, Suite B4T56
Lake Forest, Illinois 60045
Email: Lega1RE@grainger.com
The parties hereto shall have the continuing right to change their respective address by giving at least two
(2) business days' notice to the other party. Notwithstanding the foregoing, however, any
correspondence related to the Fee shall be directed to: RealEstate-Leases(a��_, r� eg r.com with subject
License Agreement between the City of Fort Worth and
W.W. Grainger, Inc.
Roanoke, TX/936
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line: 936 Roanoke.
17. Audit. Pursuant the Code of Ordinances of the City of Fort Worth, City may at City's sole
cost and expense, at reasonable times during Licensee' normal business hours and upon reasonable notice,
audit Licensee' books and records, but only as it pertains to this Agreement and as necessary to evaluate
compliance with this Agreement.
18. Entire Agreement. This Agreement constitutes the entire agreement between City and
Licensee 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 Licensee.
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, including use
of "Docusign" or "esign" or a similar program (and executed copies thereof may be distributed in pdf or
similar electronic format).
(SIGNATURES APPEAR ON FOLLOWING PAGES)
License Agreement between the City of Fort Worth and
W.W. Grainger, Inc.
Roanoke, TX/936
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In witness whereof, the parties hereto have caused this Parking Lot License Agreement to be executed as the day and
year first above set forth.
CITY:
CITY OF FORT WORTH
DAnA SU�GIHdoff
By. Dana Burghdoff un 21, 20211310 CDT)
Dana Burghdoff
Assistant City Manager
Date: J u n 21, 2021
LICENSEE:
W. W. GRAINGER, INC.
Ah�lrew S�fewarf
By. AndrewStewart(Jun10.20L115:06CD�
Name: Andrew Stewart
Title: Senior Director, Corporate Real Estate Services
vate: J u n 10, 2021
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.
M�% E 8��.�
Naffi0: Mark E�rown (�un ii,zoz� ia:a9 coT)
Title:
Lease Manager, City of Fort Worth
Date: � u n 11, 2021
APPROVED AS TO FORM AND LEGALITY:
� -��:y /� ���.J
By: -
Thomas Royce Hansen
Assistant City Attorney
Date: J u n 21, 2021
ATTEST:
By: `v�U �� 0
Mary Kayser
City Secretary
Date: J u n 23, 2021
Form 1295: Not required
Contract Authorization:
M&C: Not required
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License Agreementbetwcenthe Cityof Fort Worthand
W. W. Grainger, Incorporated
�FFICIAL RECORD
CITY SECRETARY
FT. VIlaRTH, TX
15, fl.
R/Eo.H.
Legal �r�/
-7-
Exhibit "A"
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