HomeMy WebLinkAboutContract 48090 °6 CITY SECREETARY $0�'�
CONTRACT NO.
PARKING LOT LICENS
AGREEMENT
This Parking Lot License Agreement("Agreement") is entered into this 11`h day of August,2016
("Effective Date),by and between the City of Fort Worth,Texas,a home-rule municipal corporation of the
State of Texas("City"), and Amazon.com.kydc 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 on 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:
1, 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 any 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 six(6)months,commencing on the Effective Date and expiring on February 14,2017.
4. License Fee;Time of essence.Amazon will pay City a license fee of$50,000 per month to use
the Lot during the License Term. Fee is due to City on or before the 1sT of each month. If the Effective
Date is prior to September 1, 2016,Amazon agrees to pay City a pro-rated fee of$1,612.90 per day from
the Effective Date through September 1,2016, payable upon execution of the Agreement. Payment of the
fees under 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 contract,add or
install any of the above items and will be responsible for providing same at Amazon's sole cost.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
6. Alterations,Additions, Improvements, and Signage. Amazon shall make no alterations on,
or additions to,the Lot without the prior written consent ofCity.All aherations,additions and improvements
made to or fixtures or other improvements placed in or upon the Lot shall be deemed a pail 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 tltis
License, Notwithstanding the above, City grants Amazon die right to widen the existing gate opening as
shown on Exhibit "B",at Amazon's sole cast and expense, to allow for ingress and egress of truck 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 clays 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 SHALT. AND DOES AGREE TO INDEMNIFY, PROTECT,
DEFEND AND HOLD HARMLESS CITY, CITY'S OFFICERS, AGENTS. SERVANTS, AND
EMPLOYEES (COLLECTIVELY, "INDEMVITEES") 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 LOT BY AMAZON, ITS
EMPLOYEES, PATRONS, AGENTS, INVITEE, LESSEES AND ANY OTHER PAP:T'Y 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
THE 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 INDE-'VLNITEE. THE ONLY LIABILITIES WITH RESPECT TO
WHICH AMA'ZON'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 INDE-MNITEE. 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, SHALLDEFEND
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 COMMFNCEMEN'I'DATE OF THE
LICENSE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS LICENSE. THIS
INDEMNIFICATION SHALL NOT BE LIMITED'rO DAMAGES, COMPENSATION OR BENEFITS
PAYABLE UNDER INSURANCE POLICIES, WORKF,RS' 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
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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 INDEMNITEE. IN NO EVENT SHALL ANY INDEMNITEE BE LIABLE IN
ANY MANNER TO AMAZON OR ANY OTHER PARTY AS THE RESULT OF THE ACTS 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 TI-1E 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,AGENTS,PATRONS, INVITEE,OR TO OTHERS,REGARDLESS
OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF CITY OR SUCII 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 INDEMN[TEE.
9. Insurance. Amazon 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 thu l easing,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
Amazons 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 instuance 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 shall, 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 die 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 tn City.
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.
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11. Assignment and Subletting. Amazon shall not assign this License, or any right of Amazon
under this License,or sublet die Trot,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 City. If,at any time during the License Term, 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 aad 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 Arnazon 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
tcrtnivation of this License, whether by lapse oftime or otherwise, Amazon shall deliver the Lot to City in
as good it condition as the same was as of the date of the talcing 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 Terut, the intention of the parties hereto is that the remaining parts of
this License shall not be affected thereby Curless such invalidity is, in [lie 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 Amazon shall fail to perform or observe any of its obligations hereunder
then City may tcrnuirrate this license by giving Amazon written notice thereof, in which event this License
and all interest of Aimwnn hereunder shall automatically terminate. Such rights of City in the case of a
default by Amazon 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 Lot available),Amazon Wray,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.
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(lie addressee. For purposes of notice,the addresses of the
parties ,hall, unless changed as hereinafter provided,be as follows;
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To City: To Amazon:
City offort Worth Amazon.com.kyde LLC
Mark Brown,Land Agent c/o Arnazon.com
900 Mo►uroe,Suite 404 410 Terry Ave.N.
Fort Worth,TX 76102 Seattle, W A 98109-52 10
Attn: Real Estate Manager(NA Ops - DFW7)
With a copy to: With a copy lo:
City Attorney A.mazon.con.k--ydc L.LC
City of Fort Worth c/o Amazon.con
1000 Throckmorlou 410 Terry Ave,N.
Fort Worth,TX 76102 Seattle, WA 98 109-52 10
Attn: General Coutisel (Real Estatc - DFW7)
With a copy to:
Barney Herl
Hiltwood Properties
13600 Heritage Parkway, suite 200
For(Worth,TX 76177
The parties hereto shall have the continuing right to change their respective address by giving at least ten
(10)days' uotiee to the other party.
17. Audit. Pursuant to Chapter 2, Article [V, Division 3, Section 2-134, Administration, Powers
awl Ditties of the Department of Inierneet 11whi, of the Code of Ordinances of the City of Fort Worth; City
may at City's sole cost and expense,at reasonable tines during Amazon's normal business hours and 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 carmen 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 iu 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]
In witness whereof,the patties hereto have caused this License to be executed as the day and year first
above set forth.
CITY:
CITY OF FORT WORTH
A Texas municipal corporation
Jesus J. Chapa, Assistant City Manag r
Approved as to Form Legality:
i
Assistant City Attor� �, Tcs i C k
Attested:
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AMAZON:
AMAZON.CO WYDC LLC,
A Delaware m' e liability ompany
By:
Name:
Title:
OFFICIAL RECORD
6 CITY SECRETARY
FT. WORTH, TX
Exhibit A
See attached.
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