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HomeMy WebLinkAboutContract 49832 CITY SECRETARY t1q p3 Z CONTRACT NO. LEASE AGREEMENT This Lease Agreement (the "Agreement") is made and entered into to be effective as of the_ �day of October, 2017,by and between the Tarrant Regional Water District, a Water Control and Improvement District(the"District")and the City of Fort Worth,Texas,a home-rule municipal corporation("City"). WHEREAS, the District owns the vacant properties located at 201, 203, 205, 209, 217, 221, 303 Arthur and 128,220 Commercial,and 1901 Kansas("Lease Premises");and WHEREAS, the City desires the Lease Premises to be used by the Parks and Recreation Department as a temporary location for the operations being relocated from Crestline Drive due to the Trail Drive Extension Project; and WHEREAS, the District and City desire to enter into an agreement for use of the Lease Premises. NOW THEREFORE, in consideration of the duties, covenants,and obligations under this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed,the parties hereto do hereby agree as follows: Agreement 1. Agreement of the Lease Premises. In consideration of the obligation of City to pay rent as herein provided and in consideration of the other terms, provisions, and covenants hereof, the District hereby demises and leases to City, and City hereby takes and rents from the District, the Lease Premises (as described in Exhibit "A"). District covenants that City shall, upon paying the rent and observing the other covenants and conditions herein, peaceably and quietly hold and enjoy the Lease Premises during the term of this Agreement or as it may be extended and shall not be disturbed or interfered with by District or by any person claiming by, through or under District. 2. Term. A. The term of this Agreement shall begin on the 251h day of October, 2017 (the "Effective Date"), and unless sooner terminated as otherwise provided herein, shall continue until August 31, 2020 (the "Initial Term"), provided, however, that this Agreement shall sooner terminate upon the occurrence of an Event of Default (as defined below) or as otherwise provided herein. B. This Agreement may be renewed for two (2) consecutive one (1) year terms with thirty(30)day written notice and agreement between District and City. C. At the sole and absolute discretion of the District, the District may permit City to 8 9 the Lease Premises after (i) expiration of the Initial Term or any Renewal Term or (ii) hrO ,Jerm n of this Agreement. Any such possession by City shall be (i) subject to the terms of is A eat a deemed to be a month-to-month tenancy, and III terminable b either art � g , (..) (...) Y party N RECEIVIZn �o OCT �L.FH{�S,E AGR IENr BEItiVEEN THE B CITY OF FOR T ANT R, . NAL NATER DISTRICT AND CITYSECRErATCRYIQr r voRTH- 303 ARTHUR PAGE 1 0' , C+ upon thirty (30) days written notice. Rent shall be due and payable as provided by Paragraph 3(A) for any such period. 3. Rent. A. For the term and any renewal term of this Agreement, City shall pay to the District as rent for the Lease Premises $1.00 annually, and shall provide the additional consideration of repair and maintenance to the Lease Premises as set forth in Section 9 herein, commencing on the Effective Date. B. For any periods of possession of the Lease Premises by City after the Initial Term or any Renewal Term or, if earlier, termination of this Agreement, City shall pay to the District as rent for the Lease Premises the sum of $1 per month on or before the first day of each holdover period and on or before the same day of each month thereafter. Such installments of rent shall be paid to the District without demand and without offset at the address specified in Paragraph 17 below, or as elsewhere designated from time to time by written notice from the District to City. 4. Use. The Lease Premises will be used by the Park and Recreation Department for their City Wide Mowing and Park Maintenance operations, including but not limited to office use and equipment and material storage. 5. Condition of the Lease Premises. City expressly acknowledges and agrees that it has conducted a full, complete physical examination of the Lease Premises and hereby accepts the Lease Premises, AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENTION OF THE DISTRICT AND CITY TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF SUITABILITY, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF TEXAS. 6. Security Deposit. The District and City each acknowledge and agree that no security deposit for the Lease Premises has been received by the District from City, and therefore,the District shall have no obligation to refund any such amounts to City upon the termination of this Agreement. 7. Utilities and Other Services. The District will provide basic electric and other utility services to the Leased Premises. No later than thirty (30) days after receipt of an invoice from the District, City must reimburse the District for all charges for gas, electricity, light, heat, air conditioning, power, and all other utilities and similar services rendered or supplied to the Lease Premises, and all water fees, sewer service charges, storm water control fees, or other charges levied or charged against, or in connection with, the Lease Premises. Invoiced amounts for utilities and other services shall be computed as a percentage being the amount of square feet in the Lease Premises in relation to the amount of square feet in the entire building. City agrees to maintain and repair all utility line connections and facilities located on the Land during the LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH-"303 ARTHUR" PAGE 2 Term to the extent same serve the facilities used and operated by City exclusively. City shall contract for its own telephone service and any other communication facilities or utilities not provided by the District. District shall cooperate with City's requests for utility or other easements necessary for City's operations on the Lease Premises and District shall not unreasonably withhold its consent to execute such utility or other easements. 8. Taxes. A. Because the District and the City are governmental entities, it is anticipated that the Lease Premises will be exempt from ad valorem taxes effective as of the Effective Date. In the event that the Lease Premises is taxed,however, City shall be responsible for any ad valorem taxes attributable to the period that City possesses the Lease Premises hereunder. District agrees to reasonably cooperate with the City in any challenge of the taxation, but shall have no obligation to incur any costs in such cooperation. B. City shall pay any and all personal property taxes, charges and assessments levied or imposed against (i) City's personal property and equipment located on, in, or about the Lease Premises, (ii) any other personal property used by City in its business, and (iii) any and all income, franchise, or other taxes payable with respect to the income, operations, or assets of City ((i) — (iii) collectively, ("Assessments") Assessments. District agrees to reasonably cooperate with the City in any challenge of Assessments, but shall have no obligation to incur any costs in such cooperation. 9. Repairs and Maintenance. A. City expressly acknowledges and agrees that the District shall have no obligation to make repairs or to generally maintain the Lease Premises. . B. The District will maintain, at its expense, the foundations, roof, HVAC system, and exterior walls of the Lease Premises to insure the structural or mechanical soundness thereof as it determines in its sole and absolute discretion. C. Notwithstanding the contrary, the District will not be responsible for repairing any damage to the Lease Premises caused by City or its officers, directors, employees, contractors, subcontractors, invitees or licensees. D. City shall keep the Lease Premises locked and secured at all times while the Lease Premises are not occupied. 10. Alterations and Improvements. A. City shall be responsible for all expenses required to modify the Lease Premises to specifically serve the needs of City (the "City Improvements"). Except as provided in Paragraph 10 (B) below, City shall make no alterations or improvements to the Lease Premises without the prior written consent of the District after receipt and review of plans thereof, which consent shall not be unreasonably withheld. Any City Improvements made by City after the LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH-"303 ARTHUR" PAGE 3 Effective Date which remain on the Lease Premises after the termination of this Agreement shall become the property of the District and may be disposed of as the District may determine with no liability or obligation to City. At the District's election, City shall immediately remove any City Improvements made by City to the Lease Premises at City's sole cost and expense, and leave the Lease Premises in the same condition as on the Effective Date, reasonable wear and tear excepted. In the event City fails or refuses to remove such improvements and restore the Lease Premises as required herein,then the District shall have the right,but not the obligation,to enter upon the Lease Premises and perform such work as necessary to restore the Lease Premises to the same condition it was on Effective Date. B. Notwithstanding the foregoing, City may make minor repairs and replacements to existing facilities that are performed in the ordinary course of its business without the prior written consent of the District. Further, District expressly authorizes the City Improvements as follows: 1) Building: Install phone,internet connections,security system and cameras as needed. 2) Adjacent Lots: Install road based material to allow driving and parking,fence and access gates as needed. 11. Locks. The District shall provide City with copies of keys to any doors and/or gates securing the Lease Premises. City may not rekey any lock on the Lease Premises without the District's prior written consent. 12. Ri t of Entry. Upon request of the District, City agrees to cooperate with the District to accommodate the District's conduct of surveys, environmental site assessments, geotechnical assessments, and subsurface utility investigations .of the Property (including structures), so long as such assessments or investigations do not unreasonably interfere with City's use of the Property. To the extent permitted by law, District agrees to indemnify and hold harmless City and its agents, attorneys, employees, contractors, representatives, officers, directors, and related parties (the "City Indemnified Parties") of and from any claim, assertion, demand,right, or cause of action arising out of District's use of the Lease Premises. 13. Insurance. A. The District shall have no contractual obligation to insure the Lease Premises or any of City's personal property located thereon or therein. B. City is a self-funded entity and as such may not maintain a commercial liability insurance policy to cover premises liability. Damages for which City would ultimately be found liable would be paid directly and primarily by the City and not by a commercial insurance company. C. In the event the Lease Premises or City's contents or personalty located thereon or therein are damaged or destroyed by fire or other casualty for which insurance is maintained by LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH-66303 ARTHUR" PAGE 4 City, the rights of City against the District with respect to such damage or destruction or claim are waived; all rights of subrogation in favor of any other third party are waived; all policies of insurance shall contain a clause or endorsement providing in substance that the insurance shall not be prejudiced if the City has waived right of recovery from any person or persons prior to the date and time of loss or damage, if any. The failure of City to obtain such endorsements, however, shall not negate or otherwise adversely affect the waiver of subrogation herein set forth, which waiver in all instances shall be binding upon the City and its respective insurers, as well as any other person asserting a claim by,through or under City. 14. Indemnity. To the extent permitted by law, City agrees to indemnify and hold harmless the District and its agents, attorneys, employees, contractors, representatives, officers,directors, and related parties(the"District Indemnified Parties") of and from any claim, assertion, demand, right, or cause of action arising out of City's use of the Lease Premises or the performance of this Agreement. Nothing contained in this Agreement shall ever be construed so as to require City to assess, levy and collect any tax to fund its indemnification obligations under this Agreement. 15. Environmental Matters. A. For purposes of this Agreement, "Hazardous Materials"means and includes those substances deemed hazardous, toxic or dangerous under any Hazardous Material Law (defined below), including,without limitation, asbestos or any substance containing asbestos,the group of organic compounds known,as polychlorinated biphenyls, flammable explosives, radioactive materials, chemicals known to cause cancer or reproductive toxicity, pollutants, effluents, petroleum and fuels derived therefrom, contaminants, emissions or related materials, and any items included in the definition of hazardous or toxic waste, materials, chemical compounds or substances under any Hazardous Material Law. "Hazardous Material Laws" collectively means and includes any present or future local, state or federal law or treaty, and any amendments thereto, including any common law doctrine of liability, relating to the environment, environmental protection or environmental conditions, including, without limitation, (i) the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq. ("ESA"), as amended from time to time; (ii) the Solid Waste Disposal Act, 42 U.S.C. §§ 6901 et seq., as amended from time to time, including, without limitation, as amended by the Resource Conservation and Recovery Act of 1976 ("RCRA") and the Hazardous and Solid Waste Amendment of 1984; (iii) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601 et seq., as amended from time to time, including, without limitation, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"); (iv) the Federal Water Pollution Prevention and Control Act, 33 U.S.C. §§ 1251 et seq., as amended from time to time; (v) the Air Pollution Prevention and Control Act, 42 U.S.C. §§ 7401 et seq., as amended from time to time; (vi) the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., as amended from time to time; (vii) the Safe Drinking Water Act, 42 U.S.C. §§ 300f-300j, as amended from time to time; (viii) the Texas Hazard Communication Act, Tex. Health & Safety Code §§ 502.001 et seq., as amended from time to time; (ix) the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361.001, et seq., as amended from time to time; (x) Chapter 26 of the Texas Water Code, as amended from time to time; (xi) the Texas Clean Air Act, Tex. Health & Safety Code §§ 382.001, et seq., as amended from time to time; LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH-"303 ARTHUR" PAGE 5 and (xii) all rules, regulations, orders and decrees now or hereafter promulgated under any Hazardous Material Law. B. City shall not allow or permit the Lease Premises to be used for the handling, transportation, storage, treatment or other use of any Hazardous Material, except those de minimus amounts customarily found in equipment and materials used for City Wide Mowing and Park Maintenance operations or used in the operation, maintenance or repair of equipment, and improvements on the Property and for cleaning. Specifically, the materials and substances disclosed in Exhibit "B" may be stored, used and transported on the Lease Premises by City or City's agents, employees, invitees, or contractors in reasonable quantities and in conformance with all applicable laws,provided that all required permits and authorizations have been obtained from the state,federal,and local government authorities. C. City shall comply with all Hazardous Material Laws throughout the term of this Agreement. In the event City should fail to perform such responsibility, the District may do so and all costs and expenses incurred by the District shall be reimbursed to the District by City. D. District believes the Lease Premises devoid of Hazardous Materials, however, the City may, at its sole expense,conduct an Environmental Assessment of the Lease Premises prior to occupancy. Upon conducting an Environmental Assessment,the City may choose to not lease the Lease Premises and this Agreement shall be null and void and of no further effect. If the City chooses to accept the Lease Premises, any Hazardous Materials created or introduced on the surface of the Leased Premises by the City or a third party during City's occupancy of the Lease Premises will be the responsibility of City for clean-up. The Lease Premises meet residential standards as currently defined by the Texas Commission on Environmental Quality (TCEQ). Upon termination of this Lease, including any periods of hold-over, the Lease Premises must meet the TCEQ standards for residential in effect on the commencement date of this Lease. The District hereby releases City from any liability for any subsurface Hazardous Materials or contaminates originating from off site of the Lease Premises. 16. Assignment or Encumbrance. A. Without the prior written consent of the District, which may be withheld in the District's sole discretion, City may not mortgage, pledge, encumber or assign this Agreement or sublet the Lease Premises, in whole or in part, to any person, firm, or corporation. Any attempted sublease or assignment without such consent shall be void and of no effect. B. City agrees to prevent any mechanic's, materialmen's, laborer, or any other lien from being placed upon all or any portion of the Lease Premises or improvements thereto. In addition to any other indemnity obligations of City herein, City agrees to hold harmless the District Indemnified Parties from and against any and all liabilities for damages occasioned by such liens. LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH--66303 ARTHUR" PAGE 6 17. Defaults and Remedies: Termination. A. City's failure to perform or observe any covenant or condition of this Agreement shall, if continuing thirty (30) days after written notice thereof to City, constitute an "Event of Default"hereunder. B. This Agreement and the term and estate hereby granted and the demise hereby made are subject to the limitation that if and whenever any Event of Default shall occur, the District may, at its option, terminate this Agreement, in which event City shall surrender possession of the Lease Premises to the District, and in connection therewith the District may enter upon and take possession of the Lease Premises and expel or remove City after City receives notice of such Event of Default. C. In the event the District elects to terminate this Agreement by reason of an Event of Default,then, notwithstanding such termination, City shall be liable to the District for the sum of any indebtedness accrued to the date of such termination. D. Either party may terminate this Agreement at any time, without cause, by providing the other party with ninety(90)days' written notice of termination. 18. Notices. A. All notices to the District shall be sent to: R. Steve Christian Real Property Director Tarrant Regional Water District 800 E.Northside Drive Fort Worth,TX 76102 With a copy to: Ethel Allen Steele Pope, Hardwicke, Christie, Schell, Kelly&Taplett, L.L.P. 500 W. 7th Street, Suite 600 Fort Worth,Texas 76102' B. All notices to City shall be sent to: City of Fort Worth Property Management Department Real Property Division 900 Monroe, Suite 400 Fort Worth,Texas 76102 Attn: Lease Management With copies to: LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH-"303 ARTHUR" PAGE 7 City of Fort Worth Parks and Recreation Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 Attn: Scott Penn City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attn: City Attorney's Office C. Mailing of all notices under this Agreement shall be deemed sufficient if mailed certified, return receipt requested and addressed as specified herein to the other party's address. All time periods related to any notice requirements specified in this Agreement shall commence upon the terms specified in the section requiring the notice. In the absence of any such provision, notice shall be deemed effective on the earlier of actual receipt or three (3) days after mailing. 19. No Options or Rights of First Refusal. It is expressly agreed and acknowledged that this Agreement is limited to the Lease Premises. City shall have no rights to lease from the District any lands other than the Lease Premises, and all options or rights of first refusal in and to any portion of the Property, if any, are hereby expressly terminated. 20. Entire Agreement: Modification. This Agreement shall constitute the entire agreement of the District and City, and shall supersede any prior agreements, either oral or written, pertaining to the Lease Premises. This Agreement cannot be changed or modified orally,but only by an instrument in writing signed by both parties. 21. Waivers. One or more waivers of any covenant, term, or condition of this Agreement by either the District or City shall not be construed as a waiver of a'subsequent breach of the same covenant, term, or condition. The consent or approval by either the District or City to or of any act by the other parry requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to or approval of any subsequent similar act. 22. No Partnership. No provisions of this Agreement shall be deemed or construed to constitute a partnership or joint venture. City shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of the District. 23. Choice of Law, Venue. This Agreement and the relationship created hereby shall be governed by the laws of the State of Texas. Exclusive venue for any action brought to interpret or enforce the terms of this Agreement or for any breach shall be in Tarrant County, Texas. LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH-"303 ARTHUR" PAGE 8 24. Construction. A. Whenever used herein the singular number shall include the plural and the plural number shall include the singular. Whenever used herein the masculine gender shall include the feminine and neuter genders and the neuter gender shall refer to any gender. B. Paragraph headings used in this Agreement are intended for convenience only and not necessarily to describe the intent of a particular Paragraph and therefore shall not be construed as limiting the effect of any provision of this Agreement. 25. No Waiver of Sovereign or Governmental Immunity. Nothing in this Agreement shall be deemed or construed to waive either party's sovereign or governmental immunity. 26. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 27. Effectiveness. This Agreement shall be binding upon the District only when signed by its Real Property Director and shall be of no force and effect until so executed. (SIGNATURES ON THE FOLLOWING PAGE) LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH-11303 ARTHUR" PAGE 9 SIGNED this eday of 2017,to be the Effective Date. CITY: DISTRICT: CITY OF FORT WORTH,TEXAS, TARRANT REGIONAL WATER DISTRICT a home-rule municipal corporation a Water tro mp=ovementistrict By: By: Jesus J. Chapa R. Steve Christian Assistant City Manager Real Property Director CONTRACT COMPLIANCE MANAGER By signing,I acknowledge that I am the person responsible for the momping and administration of this contract,including ensuring 77an7d reporting requirements. Name: Title: Date: APPROVED AS O ORM AND LEGALITY: By: / Leann Guzm Senior Assistant City Attorney Date (�l ��frl FORT'I 'v ATTES 0: Mfay?erCityetary AS Date: Form 1295:Not required Contract Authorization: OFFICIAL RECORD M&C: L-16056 CITY SECRETARY FT.WORTH,TX LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH-11303 ARTHUR" PAGE 10 I i I STATE OF TEXAS § COUNTY OF TARRANT § The foregoing instrument was acknowledged before me on this day of WoK_, 2017, by R. Steve Christian, Real Property Director of Tarrant Regional Water District, a Water Control and Improvement District,on behalf of said district. qjypli,�, J�Ak/Yl Notary Public—State a as STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned, a Notary Public, on this day personally appeared Jesus J. Chapa, Assistant City Manager of the City of Fort Worth, a home-rule municipal corporation of the State of Texas, known to me to be the person whose name is subscribed to the foregoing instrument and, that he has executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this WK day of 017. ELLEN TINGEY Notary Public.state of Texas [SEAL] '»€ My Commission se tem Expta Public in and for the f Texas My Commission Expires:Q Print Name of Notary Public Here LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH—"303 ARTHUR" PAGE 11 MAYOR AND COUNCIL COMMUNICATION MAP 21303ARTHURFORPARD Council District; #9 ,�� r.,�.� '16' �� Au 7f — _ ETC1 I IVIENT ,t „1 201 Arthur St Fort Worth,TX 76107 203 Arthur Fort Worth,TX 76107 A.� 205 and 209 Arthur St t r £ `�.T_'" Fort Worth,TX 76107 r IP" 128 and 220 Commercial St Fort Worth,TX 76107 --Tr 217 221 and 205 Arthur St f'j Fort Worth,TX 76107 a �' 1901 Kansas St M ', r ` ' r : 303 Arthur Street !�` s Fort Worth,TX 76107 A r Fort Worth,TX 76101 11 IvId ,, f _ t r Nils 1 i W g1 1 r' `res ! It �•' { Feet � 0 200 y 400 800 `a-7i Ja rVy`r1'"-'f r f CopyOt 2017 Cy of Fort%Wnh Unauftraed repmdudion Is a vlelalkn of FORTWORTHappjipBbAs laws INS product M for WormoUmal wposes and may not Neve been �. pteparod lor w be swabro for leper,enpinsednp,or sureytnp pu"see N does not General Location twosant an an rhe-pound survey PW represents only the epp.avimels relalfve locatwn d property boundanas Tho Cray of Fad Worth assumes no resaansibilly for `:��XHIBIT A Exhibit "B" Authorized Chemicals List Type of Product: Gas Propane Fertilizers Salt Chlorine tablets Chlorine shock Calcium Hardness Cyanuric Acid Ice Melt Pesticides For the road base: Crushed limestone or crushed concrete How products will be stored: Gas(flammable proof storage cabinets) Propane(bottles in a locked cage) Fertilizers, Salt, Chlorine tablets, Chlorine shock, Calcium Hardness, Cyanuric Acid,Ice Melt (all on pallets and under a portable carport cover) Pesticides(ventilated storage container) Small gas powered equipment(ventilated storage container) LEASE AGREEMENT BETWEEN THE TARRANT REGIONAL WATER DISTRICT AND CITY OF FORT WORTH-66303 ARTHUR" PAGE 13