HomeMy WebLinkAboutContract 53319 CITY SECRETARY
CONTRACT NO. 533)
PARKING LOT LICENSE AGREEMENT
This Parking Lot License Agreement ("Agreement") is entered into this �l'i. /(o , 2019
("Effective Date)by and between the City of Fort Worth,Texas,a home-rule municipal corporation of the
State of Texas("City"),and Schneider Resources,Incorporated("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 approximately 6.14 acres of
the parking lot("Lot")as described in Exhibit"A"located at the Alliance Maintenance Facility for storage
of trailers, tractors, containers, personal vehicles, and equipment. 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,which approval shall not 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 December 16, 2019 and expire January 31,
2020,
4. License Fee; Time of essence.Licensee will pay City a prorated license fee of$10,128.00 for
December 16'—3151, due upon execution of this Agreement and $19,253.80 for January 2020, due on or
before January 1,2020. If a Lease Agreement between the City and Licensee is signed and executed prior
to the end of January 2020, this Agreement will terminate and the remaining amount of license fee paid
from the termination date to the end of January 2020 will be applied to the rental fee due for January 2020
under the Lease Agreement. The Fee shall be paid via direct deposit into the Alliance Maintenance Fund
'b g 10 11 1
2 License Agreement between the City of Fort Worth and _
Schneider Resources,Incorporated
REC�IVE� - 1 - f
SEC 2 3 2p19 N
w I 1
c�N o�joss WoaYF, �
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)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 Licensee with any utilities, cleaning, lighting, security, or
any other items or services for the Lot.All 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
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. 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. Notwithstanding the foregoing,upon approval by the Property Manager,Licensee shall be able
to install jersey barriers at the entrance to the Lot to appropriately direct traffic and protect the fence on the
Lot.
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 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 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
NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. IF ANY ACTION OR
PROCEEDING SHALL BE BROUGHT BY OR AGAINST ANY INDEMNITEE IN CONNECTION
License Agreement between the City of Fort Worth and
Schneider Resources,Incorporated
-2-
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.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. THE PROVISIONS OF
THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT
WITH RESPECT TO ANY ACTIONS ACCRUING DURING THE TERM OF THIS AGREEMENT.
(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 LICENSEE ONLY,AND NO INDEMNITEES 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 IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
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;provided,
however,that City shall give Licensee written notice of any property left behind,and Licensee shall have a
period of no less than ten (10) days after receipt of such notice to remove its property before it shall be
deemed abandoned. Fixtures attached to the Lot become the property of City, if not removed as required
herein.
License Agreement between the City of Fort Worth and
Schneider Resources,Incorporated
-3 -
H. Assignment and Subletting. Licensee shall 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,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 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 joint determination of the City
and Licensee,essential to the rights of both parties,in which event either party shall have the right, but not
the obligation,to terminate the Agreement on written notice to the other party.
15. Default and Termination.
(a) Licensee'Default.If Licensee shall fail to perform or observe any of its obligations hereunder
then City shall provide Licensee with written notice of such default indicating that Licensee will have a
period of fifteen (15) days to cure such default. If Licensee fails to cure such default within fifteen (15)
days of receipt of City's default notice, then City shall have the right to terminate this Agreement and all
interest of Licensee hereunder, but if Licensee 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 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 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 Licensee may terminate this Agreement- Such rights of
Licensee in the case of a default by City hereunder are not exclusive,but are cumulative of all other rights
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.
(e) Termination by Convenience:Either party may terminate this Agreement with 30 day written
License Agreement between the City of Fort Worth and
Schneider Resources,Incorporated
-4-
notice to other party.
(d) Termination Due to Execution of Lease Agreement: Upon the execution of a Lease
Agreement between the City and Lessee,this Agreement shall automatically terminate.
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 Licensee:
City of Fort Worth Schneider Resources,Incorporated
Lease Management aid ^���r /���1 dl /'rer�01 k4a�r,Property Management Department / ( / (�
900 Monroe,Suite 400 Address �y313
Fort Worth,TX 76102 /� � 1 g-Sh/e
�l Contact Name and Title
With a copy to:
City Attorney
City of Fort 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
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 1V, Division 3, Section 2-134, Administration,
Powers and Duties of the Department of Intemal 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 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.
License Agreement between the City of Fort Worth and
Schneider Resources,Incorporated
-5-
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.
(SIGNATURES APPEAR ON FOLLOWING PAGES)
License Agreement between the City of Fort Worth and
Schneider Resources,Incorporated
-6-
In witness whereof,the parties hereto have caused this Lease to be executed as the day and year first above set forth.
CITY: LICENSEE:
CI RT WO Y 01+7 SCHNEIDER RESOURCES,INCORPORATED
y:
K vin Gunn
Ass's
nt City Manager
Date: Title.
Date:
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 d reporting requirements.
Name:�2 /� /� Mn
Titlel,S_ bJ/2 L11NV✓,14�/V/ A 00 G/t y ar- F1`I `ll`-/I j
Date: 7I
APPROVED AS TO FORM AND LEGALITY:
By:
Leann Guzman
Senior AssistantCity Attorney
Date:
% .
ATTEST: r �..
By: t" o
MaryK e fir
City Secret
Date: .
Form 1295: Not required
Contract Authorization:
M&C:Not required
License Agreement between the City of Fort Worth and
Schneider Resources,Incorporated
OFFICIAL RECORD
Exhibit"A"
Lot highlighted in red
;71,
t\sty-
31
t.
I
_ - R
DE
1 --' woo
v�E -
oil
WA
s
� 1
11 _