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HomeMy WebLinkAboutContract 53432 CITY SECRETAR( U.NTRACT NO.. 53 3 a LEASE AGREEMENT This Lease Agreement("Agreement')is entered into this o kar ,2020("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("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 lot and ground space on the Property in accordance with the terms and conditions of this Agreement. WITNESSETH: 1. Premises.City hereby grants Tenant the exclusive use approximately 6.14 acres of the parking lot ("Lot") and approximately 1.7 acres of ground space ("Ground"), collectively ("Leased Premises"), further described in Exhibit "A", located at the Alliance Maintenance Facility to support their truckload, intermodal and logistics services.The Lot is to be used for parking,storage and maintenance of tractors, trailers, containers, chassis and personal vehicles (all, collectively, "Vehicles") and the Ground space to install up to two(2)mobile office trailers for general office operations. Under no circumstances during the Agreement will Tenant use or cause to be used on the Leased Premises any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Lot other than the products necessary to complete the services identified in Exhibit `B". Tenant shall not install signs, advertising media,and lettering on the Leased Premises without prior written approval of City. 2. Condition of Leased Premises. Tenant taking possession of the Leased Premises shall be conclusive evidence that(a)the Leased Premises are suitable for the purposes and uses for which same are leased;and(b)Tenant waives any and all defects in and to the Leased Premises,its appurtenances,and in all the appurtenances thereto. Further,Tenant takes the Leased Premises 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, lessees,or guests for any damage to any person or property due to the Leased Premises of any part of any appurtenance thereof being improperly constructed or being or becoming in disrepair. 3. Term. (a) Primary Term: Subject to the earlier termination as hereinafter set forth,this Agreement shall be for a term("Lease Term")of three(3)years,commencing on the January 15,2020 and expiring on January 14,2023. (b) Holdover:Tenant may occupy the Leased Premises after this Agreement expires on a month to month holdover status basis.All terms of this Agreement will remain in force during holdover status. Lease between the City of Fort Worth and [C01FFICIAL.RECORD Schneider Resources,Inc.,Inc. CITY SECRETARY - I - FT. WORTH,TX 4. Lease Fee;Time of essence.Tenant will pay City a monthly Lease fee of$22,091.00 to use the Leased Premises during the Lease Term.The monthly Lease fee is calculated as follows: Square Footage Price/SF Annual Fee Monthly fee Lot Space 267,414(6.14 acres) $0.864 $231,045.69 $19,253.80 Ground Space 74,014(1.7 acres) $0.46 $34,046.44 $2,837.20 Total $265,092.13 $22,091.00 Monthly Lease Fee is due to City on or before the Is'of each month via direct deposit into the Alliance Maintenance Fund bank account.Wire instructions for Lease payments will be supplied to Tenant by the Property Manager within the first week after the lease is executed.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. Utilities and Services.City shall not furnish Tenant with any utilities,cleaning,lighting,security,or any other items or services for the Leased Premises.All operating costs of Leased Premises shall be Tenant's sole cost and expense.If Tenant wants or needs any utilities,cleaning, lighting,security,or any other items or services while occupying the Leased Premises,then Tenant shall first obtain permission and approval from the City and work with the Property Manager to contract,add or install any of the above items and will be responsible for providing same at Tenant' sole cost.Property Manager will bill tenant monthly for their prorated share of all utility costs, if applicable. 5. Alterations, Additions, Improvements, and Signage. Except as otherwise provided herein, Tenant shall make no alterations on or additions to,the Leased Premises without the prior written consent of City. All alterations, additions and improvements made to or fixtures or other improvements placed in or upon the Leased Premises shall be deemed a part of the Leased Premises and the property of City at the end of the Lease Term. All such alterations, additions, improvements,and fixtures shall remain upon and be surrendered with the Leased Premises as a part thereof at the termination of this Agreement. Tenant shall have the right(but not the obligation)to construct a canopy on the Lot portion of the Leased Premises and install up to two(2)mobile trailers on the Ground portion of the Leased Premises (the"Improvements"), at Tenant's cost.The Improvements (if installed) shall be completed in a good and workmanlike manner,and in compliance with all applicable laws,rules,codes,and regulations. City agrees that Tenant shall have the right,subject to City Council approval if utility easements are required,to connect standard and customary utilities to the Improvements(including,without limitation,water and electricity)at Tenant's sole cost. Engineering plans and specifications for the Improvements, including but not limited to required permits, shall be provided to the City and Property Manager for approval prior to the start of installation of Improvements. Landlord acknowledges and approves the existing installation of jersey barriers on the Leased Premises by Tenant,and Tenant shall have the right to move the jersey barriers in accordance with Landlord- approved alterations to the gate. Lease between the City of Fort Worth and Schneider Resources,Inc.,Inc. -2- Tenant shall,at Tenant's sole cost and at the City's written request, remove the improvements, including the jersey barrier, from the Leased Premises at the expiration or termination of this Agreement, and shall repair any damage caused to the Leased Premises by such removal. 6. Vehicle Maintenance. Tenant shall have the right to perform,on the Lot portion of the Leased Premises,maintenance and repairs on its Vehicles. Such maintenance and repair shall be limited to,those types of services identified on Exhibit"B"attached hereto.Additional services not identified in Exhibit"B" shall require City approval. Tenant shall ensure that all services are performed in accordance with applicable environmental laws and agrees to be solely responsible for any damages and clean-up associated with any spill,release,or other discharge of hazardous materials on the Leased Premises. 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 NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT BY TENANT, ITS EMPLOYEES,AGENTS,CONTRACTORS,AND LESSEES OR(2)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 LIABILITY OR CLAIM, TENANT, ON NOTICE FROM CITY, SHALLDEFEND SUCH ACTION OR PROCEEDING, AT TENANT' EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY.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 8 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 LEASED PREMISES,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, Lease between the City of Fort Worth and Schneider Resources,Inc.,Inc. -3- 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 Leased Premises. 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 for any personal property of Tenant or in Tenant' care, custody or control, if desired by Tenant. As a condition precedent to the effectiveness of this Agreement, Tenant shall furnish City with a certificate of insurance as proof that it has obtained the types and amounts of insurance coverage required herein. Tenant hereby covenants and agrees that not less than fifteen(15)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,Tenant shall, on demand,provide City with evidence via an updated certificate of insurance that it has maintained such coverage in full force and effect. Tenant 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 cover all of Tenant'operations on the Leased Premises 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. Tenant' personal property not promptly removed by Tenant from the Leased Premises 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; provided,however,that City shall give Tenant written notice of any property left behind,and Tenant 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 Leased Premises 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 Leased Premises, for consideration or no consideration, whether voluntarily, by operation of law, or otherwise, without first obtaining City's written consent. Assignment will be subject to City Council approval. 12. Damage to Leased Premises or Property of City. If,at any time during the Lease Term,by the acts of omissions of the Tenant,its employees or agents, the Leased Premises,or any property therein is damaged or destroyed,Tenant 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 Leased Premises, City's sole obligation hereunder being to make the Leased Premises 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 Leased Premises 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).Tenant shall Lease between the City of Fort Worth and Schneider Resources,Inc.,Inc. -4- repair any damage caused to the Leased Premises by Tenant,or Tenant's employees,agents,contractors or lessees,other than ordinary wear and tear. At the termination of this Agreement,whether by lapse of time or otherwise,Tenant shall deliver the Leased Premises to City in as good a condition as the same was as of the date of the taking of possession thereof by Tenant,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 Lease 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 or Tenant,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 ninety(90)day's written notice to the other party. 15. Default and Termination. (a) Tenant's Default. If Tenant shall fail to perform or observe any of its obligations hereunder then City shall provide Tenant with written notice of such default indicating that Tenant will have a period of thirty(30)days to cure such default. If Tenant fails to cure such default within such thirty(30)day period after receipt of City's default notice, than City shall have the right to terminate this Agreement and all interest of Tenant hereunder. 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. If City shall fail to perform or observe any of its obligations hereunder then Tenant shall provide City with written notice of such default indicating that City will have a period of thirty (30) days to cure such default. If City fails to cure such default within such thirty (30) day period after receipt of Tenant's default notice,than Tenant shall have the right to 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. 17. 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 Schneider Resources, Inc. Lease Management Attn:Real Estate Property Management Department P.O.Box 2545 900 Monroe,Suite 400 Green Bay,WI 54313 Fort Worth,TX 76102 With a copy to: With a copy to: City Attorney City of Fort Worth Lease between the City of Fort Worth and Schneider Resources,Inc.,Inc. -5- 200 Texas Street Fort Worth,TX 76102 With a copy to: Jason Long Property Manager 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. 18. 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 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. 19. Entire Agreement.This Agreement constitutes the entire Agreement between City and Tenant relating to the use of the Leased Premises and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. 20. Amendment.This Agreement may not be amended,modified,extended,or supplemented except by written instrument executed by both City and Tenant. 21. Counterparts.This Agreement maybe 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) Lease between the City of Fort Worth and Schneider Resources,Inc.,Inc. -6- In witness whereof,the parties hereto have caused this Agreement to be executed as the day and year first above set forth. CITY: TENANT: CITY OF FO�RWORTH SCHNEIDER RESOURCES,INC. Kevin G nn Assistan City, anager e:`� Date: ZZ Zd Title: �,irtiz �r4AL_ Date: Mw.ca�'is pC'),,_ a 6 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 orting requirements. Name: C� Title'u l'/yVA 44wo "l b6V7 AM/) e17r 0-1 Date: APPROY ED AS TO FORM AND LEGALITY: By: Leann Guzman Senior Assistant City Attorney Date:Ll I >'t ~ � FORT'A ATTEST- :_ Mary Ka City Secretary Date: l /a Form 1295:;71a/ Contract Authorization: //L//(l 0'! Lease between the City of Fort Worth and Schneider Resources,Inc.,Inc. OFFICIAL.RECORD -7- CITY SECRETARY FT. WORTH,TX 1 1 .. Mtn Lease Premises .<s .; .: p��i.`s�yi�; _[4 � ,a ��Z Y,sg� g3;•.z F aLan'4 Z 9 AWA i 4 � Mir VA MLb fr" �ibtT 3F+ L Lease Premises Close up view f 5 Jljvr, a... E ✓� Y "F" .bb •r��. � �e 3 .., 3 y z qg -Ai s Exhibit"B" List of Approved Maintenance and Repair Services • Electrical Repairs/IE: Lights&Fuses • Air Leak repairs • Diagnose Check Engine Light codes • Tire Replacement • Wiper Blade Replacements • Mud Flap Replacements • Small bolt on Cosmetic Repairs(Non Body Work Related) • Oil Change(Tenant will not drop oil, but will only withdraw in a closed system from the dipstick) • Chassis Repairs to include o Tires o Auto Air inflator system o Landing Gear o Inspections Official site of the City of Fort jWorth,Texas F©RT Tr— CITY COUNCIL AGENDA URTW 'R■' " DATE: 1/14/2020 REFERENCE NO.:**M&C 20- LOG NAME: 21SCHNEIDER 0024 RESOURCES CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Execution of a Lease Agreement with Schneider Resources, Incorporated for Approximately 6.14 Acres of Space in the North Parking Lot and Approximately 1.7 Acres of Ground Space at the Alliance Maintenance Facility, Located at 2000 Eagle Parkway, Fort Worth, Texas, 76177, to Operate Truckload, Intermodal and Logistics Services (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Lease Agreement with Schneider Resources, Incorporated for approximately 6.14 acres of space in the north parking lot and approximately 1.7 acres of ground space at the Alliance Maintenance Facility located at 2000 Eagle Parkway, Fort Worth, Texas 76177 to operate truckload, intermodal and logistics services. DISCUSSION: Schneider Resources, Incorporated (SRI) is one of the premier providers of commercial truckload, intermodal and logistical shipping services across the globe. Since 1935, SRI has grown and evolved to become one of the largest fleets with one of the broadest portfolios of services in the industry from local to transcontinental shipping, intermodal freight shipping, supply chain services, inventory management, warehousing, distribution and fulfillment services. SRI is currenty subleasing property from Burlington Northern Sainte Fe Corporation ("BNSF") at the Intermodal Center for their operations, however, the sublease expires January 1, 2020 and will not be renewed by BNSF. SRI identified the Alliance Fort Worth Maintenance Facility to relocate their operations and requested to use space at the facility for their operations. SRI and the City of Fort Worth Property Management Department negotiated and agreed on a lease agreement with the following terms: Lease Premises: 1. Approximately 6.14 Acres of Space In The North Parking Lot to be used for parking, storage and maintenance of tractors, trailers, containers, chassis and personal vehicles; and 2. Approximately 1.7 Acres of Ground Space to install up to two (2) mobile office trailers for general office operations. Term: Three (3) years Base rent: Term Parking Lot Ground Space Total Year 1 $231,045.69 $34,046.44 $265,092.13 Year 2 $231,04 $34,046.44 $265,092.13 Year 3 $231.045.6 $34,046.4� $265,092.13 Total1 $693,137.07 F$102,139.32 5,276.39 Other Terms: The Tenant is responsible for all costs associated with installation and removal of mobile office trailers, including permitting, infrastructure improvements and connection of utilities and utility services. Total rental revenues and fees resulting from the primary term of this Lease Agreement are estimated to contribute a total of approximately$800,000.00 toward the Alliance Maintenance Facility Fund. This property is located in Council District 7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the lease, funds will be deposited into the Alliance Maintenance Facility Fund. The Property Management Department (and Financial Management Services) are responsible for the collection and deposit of funds due to the City, and prior to any expense being incurred, the Property Management Department also has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference# ID ID Year Chartfield 2) JAtunt FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID I Year Chartfield 2 Submitted for City Manager's Office by: Kevin Gunn (2015) Originating Department Head: Steve Cooke (5134) Roger Venables (6334) Additional Information Contact: Mark Brown (5197) Jean Petr (8367) ATTACHMENTS M&C TEMPLATE MAY182016-SCHNEIDER.pdf