HomeMy WebLinkAboutContract 51127 CITY SECRETARY
CONTRACTNO.
PARKING LOT LICENSE AGREEMENT
This Parking Lot License Agreement ("Agreement") is entered into this 2018
("Effective Date) by and between the City of Fort Worth, Texas,a home-rule municipal coitoration of the
State of Texas ("City"), and Michaels Stores Procurement Company, Incorporated, a Delaware
Corporation("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 Property 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 the terms and conditions of this Agreement.
WITNESSETH:
1. Premises.City hereby grants Michaels the exclusive license to use 115 parking spaces located
at the Alliance Maintenance Facility ("Lot") (See Exhibit "A") to use for auto 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 install 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 the part of City. City shall not be liable to Michaels, Michaels' 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 Agreement shall be for a
term ("License Term") of three (3) months, commencing on the July 15, 2018 and expiring on October
14, 2018 and shall continue on a month to month basis until terminated by either party with 30 day
written notice.
4. License Fee; Time of essence. Michaels will pay City a license fee of$3,000 per month to
use the Lot during the 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 five (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)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 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
icessywhile occupying the Lot, then Michaels shall first obtain permission and approval from the City
�� '' It License Agreement between the City of Fort Worth and
icjq*res Procurement Company,Incorporated OFFICIAL RECORD
OG \ II CPON5A CITY SECRETARY
FT.woRrH,Tx
to contract, add or install any of the above items and will be responsible for providing same at Michaels'
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 of this Agreement.
7. Indemnity. (a) MICHAELS 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 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 THE 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
THE PART OF MICHAELS OR ANY LESSEE,EMPLOYEE,DIRECTOR,OFFICER, SERVANT, OR
CONTRACTOR OF MICHAELS OR(3)BY ANY BREACH,VIOLATION OR NONPERFORMANCE
OF ANY COVENANT OF MICHAELS UNDER THIS AGREEMENT (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 BROUGHT 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 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 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.
8. Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN
Parking Lot License Agreement between the City of Fort Worth and
Michaels Stores Procurement Company,Incorporated
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VEHICLES USING THE LOT, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE
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 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 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); and
* Shuttle Transportation Service:Michaels and/or firm providing shuttle transportation
service from and to the Property and Lot shall maintain Automobile Insurance in the
amount of at least$1,000,000.00 per occurrence;and
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 the 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 new 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 satisfactory to City.
The policy or policies of insurance shall be endorsed to cover all of Michaels'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.
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 time 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.
Parking Lot License Agreement between the City of Fort Worth and
Michaels Stores Procurement Company,Incorporated
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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
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 (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,
Michaels must notify the Property Manager immediately and is responsible for all required clean 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 same 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 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 Michaels.
15. Default and Termination.
(a) Michaels' Default. If Michaels shall fail to perform or observe any of its obligations
hereunder then 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 this 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 the 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 30 day
written notice to the other party.
16. Notice.Any notice hereunder must 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:
Parking Lot License Agreement between the City of Fort Worth and
Michaels Stores Procurement Company,Incorporated
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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
900 Monroe,Suite 400 Attn: <name>
Fort Worth,TX 76102 <title>
With a copy to: With a copy to:
City Attorney Michaels Stores Procurement Company,Inc.
City of Fort Worth 8000 Bent Branch Drive
200 Texas Street Irving,TX 75063
Fort Worth,TX 76102 Attn:<name>
<title>
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 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 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.This 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)
Parking Lot License Agreement between the City of Fort Worth and
Michaels Stores Procurement Company,Incorporated
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In witness whereof,the parties hereto have caused this Lease to be executed as the day and year first above set forth.
CITY: MICHAELS:
CITY OF FORT WORTH MICHAELS STORES PROCUREMENT COMPANY,
INC RPORAT011' iJ7AWARE CORPORATION
By: � By.
Jesus J.Chapa
Assistant City Manager
Mao e: Lance Weib
Date: ��� �!/ #title: Senior Vice President- Real Estate and Development
Date:
CONTRACT COMPLIANCE MANAGER
By sighing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensurin II erformance a reporting requirements.
Name:
Title:�4ao AO% / eWLI y1' fi)9
Date:
APPROVED AS T FORM AND LEGALITY:
By:
l
eann Guzman
Senior Assistant City Attorney.
Date:
ATTESFART
moo: •• %
By: f o�
Mary Kays4r U
City Secreta
Date:
Form 1295:Not required
Contract Authorization:
M&C:Not required
Parking Lot License Agreement between the City of Fort Worth and
Michaels Stores Procurement Company,Incorporated OFFICIAL RECORD
CITY SECRETARY
-6 FT.WORTH,TX
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