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
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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
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`:��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