HomeMy WebLinkAboutContract 52847 J ���D CITY SECRETARY
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E�26 2g�g CONTRACT NO. Sad'3 q 7
S OFOR�WA� PARKING LOT LICENSE AGREEMENT
This Parking Lot License Agreement("Agreement") is entered into this day of September,
2019("Effective Date)by and between the City of Fort Worth,Texas,a home-rule municipal corporation
of the State of Texas("City"),and Lanter Delivery Systems,LLC("Tenant").
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, Tenant has requested, and the City agrees to grant to Tenant, 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 Tenant the exclusive license to use approximately 40 parking
spaces of the parking lot("Lot")as described in Exhibit"A"located at the Alliance Maintenance Facility
for parking of trailers only. Under no circumstances during the Agreement will Tenant 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.Tenant shall not install signs,
advertising media,and lettering on the Lot without prior written approval of City. Tenant will have access
to the Lot 24 hours a day,7 days a week. City agrees to provide Tenant with reasonable prior notice in the
event City desires to access the Lot;provided that City may not interfere with Tenant's use of the Lot in
accordance with this Agreement.
2. Condition of Lot.Tenant 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)Tenant waives any and all
defects in and to the Lot,its appurtenances,and in all the appurtenances thereto. Further,Tenant 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 Tenant,Tenant'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. License Term: Subject to the earlier termination as hereinafter set forth,this Agreement
shall be on a month to month term("License Term"),commencing on September ,2019 and may be
terminated by either party by providing a 30 day written notice.
4. License Fee;Time of essence.Tenant will pay City a license fee of$5,600.00 per month to use
the Lot during the License Terms. Fee is due to City on or before the I'of each month via direct deposit
into the Alliance Maintenance Fund bank account,the information for which shall be provided by City to
Tenant promptly after the Effective Date hereof.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
License Agreement between the City of Fort Worth and
Lanter Delivery Systems,LLC
OFFICIAL RECORD
- 1 - CITY SECRETARY �
FT. WORTH,TX
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 Tenant with any utilities,cleaning,lighting,security,or any
other items or services for the Lot. All operating costs of Lot shall be Tenant' sole cost and expense. If
Tenant wants or needs any utilities, cleaning, lighting, security, or any other items or services while
occupying the Lot,then Tenant 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 Tenant' sole cost.
6. Alterations,Additions,Improvements, and Signage. Tenant 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 Tenant
shall be at Tenant's sole cost and expense and shall not interfere with the operations of other tenants and/or
other operations at the Alliance Maintenance Facility. If interference occurs Tenant will make changes
and/or remove the alteration to remedy said interference within 5 days of 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. Tenant may at its sole option and expense remove any Tenant
alterations at any time during the License Term with City approval.At the termination of this Agreement,
whether by lapse of time or otherwise,Tenant 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 Tenant, 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) TENANT 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 TENANT,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 TENANT OR ANY LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR
CONTRACTOR OF TENANT OR(3)BY ANY BREACH,VIOLATION OR NONPERFORMANCE OF
ANY COVENANT OF TENANT 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 LIAB ILITY
OR CLAIM, TENANT, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR
PROCEEDING, AT TENANT' EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY
SATISFACTORY TO CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL
ACTIVITIES OF TENANT 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
License Agreement between the City of Fort Worth and c'
Lanter Delivery Systems,LLC SL
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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
VEHICLES USING THE LOT, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE
SHALL BE AT THE RISK OF TENANT ONLY, AND NO INDEMNITEES SHALL BE LIABLE FOR
ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF TENANT,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. Tenant 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. Tenant 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, Tenant shall be responsible for all insurance to any personal property of Tenant or in
Tenant's care, custody or control. Tenant 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 Tenant in lieu
of insurance.
10. Abandoned Property. Tenant' personal property not promptly removed by Tenant 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 Tenant to City. Fixtures attached to
the Lot become the property of City,if not removed as required herein.
11. Assignment and Subletting. Tenant shall not assign this Agreement, or any right of Tenant
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 Tenant'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 Tenant,its employees,agents,of licensees,the Lot,or any property therein is damaged or
destroyed,Tenant shall be obligated to pay,on demand,all costs to repair same together.
License Agreement between the City of Fort Worth and
Lanter Delivery Systems,LLC
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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 Tenant in accordance with and subject
to the covenants,restrictions and limitations set forth herein. Tenant 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 Tenant,
Tenant 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 Tenant.
15. Default and Termination.
(a) Tenant' Default. If Tenant shall fail to perform or observe any of its obligations hereunder
then City may terminate this Agreement by giving Tenant twenty(20)days prior written notice thereof. If
Tenant fails to cure such default within fifteen (15) days of receipt of City's default notice than this
Agreement and all interest of Tenant hereunder shall automatically terminate, but if Tenant does so cure
such default within said 15 days, City's termination notice will be deemed withdrawn. Such rights of City
in the case of a default by Tenant 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, Tenant 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 Tenant may terminate this Agreement- Such rights of Tenant
in the case of a default by City hereunder are not exclusive, but are cumulative of all other rights Tenant
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.
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:
To City: To Tenant:
City of Fort Worth Lanter Delivery Systems, LLC
Lease Management 1600 Wayne Lanter Avenue
License Agreement between the City of Fort Worth and
Lanter Delivery Systems,LLC
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Property Management Department Madison,IL 62060
900 Monroe,Suite 400 Attn: Real Estate
Fort Worth,TX 76102
With a copy to: With a copy to:
City Attorney Lanter Delivery Systems,LLC
City of Fort Worth 1600 Wayne Lanter Avenue
200 Texas Street Madison,IL 62060
Fort Worth,TX 76102 Attn:General Counsel
With a copy to:
Jason Long
Hillwood Properties
9800 Hillwood Parkway, Suite 300
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 W, 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 Tenant' normal business hours and upon
reasonable notice,audit Tenant' 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
Tenant 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 Tenant.
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
Lanter Delivery Systems, LLC
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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: TENANT:
CITY O F RT WORTH LANTER DELIVERY SYSTEMS,LLC
By: By:
Kevin Gunn
Assistant City Manager Name: -57tVE 14P( ftx
Date: Z� D/ Title: VICe PRES+PENT
Date:q�80C?A►�
CONTRACT COMPLIANCE MANAGER
By signing,I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring all erformance and reporting requirements.
Name:
Title:a/4110 &,2/:
Date: 9/9 a/C3 (�
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APPROVED AS ORM AND LEGALITY:
By: !
Leann Guzman
Senior Assistant City Attorney
Date: t6q hi
ATTESNtZ�K
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By:
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Date:
Form 1295:Not required
Contract Authorization:
M&C:Not required
License Agreement between the City of Fort Worth and !
Lanter Delivery Systems,LLC
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Exhibit"A"
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