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HomeMy WebLinkAboutContract 41249°� IT SECRETARY CONTRACT NO,r_.. LEASE AGREEMENT WITH SOUTHWEST CHRISTIAN SCHOOL, INC. STATE OF TEXAS § COUNTY OF TARRANT § THIS LEASE AGREEMENT ("Agreement") is made and entered into by and between the City of Fort Worth (the "City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and Southwest Christian School, Inc. ("SCS"), a Texas nonprofit corporation, acting by and through its duly authorized Chief Financial Officer and Treasurer. RECITALS WHEREAS, on November 17, 1977, the City of Fort Worth acquired approximately 1.48 acres of land for a public park located at 5100 Hastings Drive, and WHEREAS, since 1979, the City has entered into a series of agreements (CSC 10317, CSC 26185, CSC 28757, CSC 33222) for use, development, and maintenance of abutting privately owned property to augment the City -owned parkland, with the combined City -owned and leased land being collectively known as Rosenthal Park; and WHEREAS, on July 25, 2000, the Fort Worth City Council approved Mayor and Council Communication L-12855 ("M&C"), which authorized a lease with Southwest Christian School for an initial term of five years with a single, five-year renewal option; and WHEREAS, the lease authorization granted by the M&C has expired; and WHEREAS, the neighborhood and surrounding area continue to need a neighborhood park to serve the community; and WHEREAS, SCS has consented to enter into a new lease to allow for the use, development, and maintenance of land owned by SCS as part of Rosenthal Park; and WHEREAS, on November 9, 2010 the Fort Worth City Council approved M&C C-24574, which authorized execution of a new lease agreement with SCS. NOW THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: • S.PM OFFICIAL RECORD CITY SECRETARY Ft WORTL TX annisiSI SECTION 1 LEASED PREMISES 1.01 That for and in consideration of the performance by City of the duties and obligations expressed herein, the receipt and sufficiency of which is hereby acknowledged, SCS leases and demises unto City the use of a tract of land located in Tarrant County, Texas and consisting of approximately 1.4 acres, such tract being outhned and identified on the diagram marked Exhibit `A", which is attached hereto and incorporated herein for all purposes as though it were set forth at length This tract, which is hereinafter referred to as the "Premises," shall be used as a portion of the City's Rosenthal Park in accordance with the teens expressed herein. SECTION 2 TERM 2.01 The primary term of this Agreement shall be for a period of two years, commencing on July 1, 2010, and ending on June 30, 2012. 2.02 This Agreement may be renewed for up to three additional, two-year periods under the same terms and conditions. Renewal may be accomplished through execution by both parties of a written addendum establishing the new term of the Agreement. The City must provide SCS with written notice of the City's desire to renew no more than ninety and no less than sixty days prior to the expiration of the then -current term. SECTION 3 USE AND MAINTENANCE 3.01 The Premises shall be used for a neighborhood park and shall be maintained and operated consistent with all other parks within the same classification in the City's park system During the primary term of this Agreement and any renewals, the City shall maintain and repair the Premises in accordance with the City's normal and customary standards for park maintenance SECTION 4 IMPROVEMENTS 4.01 Hxclusive right, title, and interest in all improvements placed on the Premises by the City shall remain with the City, including but not limited to, the picnic shelter, multi -use court and picnic tables. The City retains the right, at its discretion, to alter, remove, or add to any or all of the structural improvements at any time that this Agreement remains in effect. 4.02 It is understood and agreed that the nature and extent of the recreational facilities now or hereafter constructed by the City on the Premises shall be within the discretion of the City. SECTION 5 RULES, REGULATIONS AND OPERATION 5.01 The Premises shall be subject to the same rules, regulations, and methods of operation as other public parks operated by the City for the public benefit. SECTION 6 CLAIMS; THIRD PARTIES 6.01 SCS agrees to notify the City promptly upon the receipt of any claim or lawsuit brought in connection with any injury, death, or damages on the Premises. SCS agrees to make its officers, agents, and employees available to the City at all reasonable times for any statements and case preparation necessary for the defense of any claims or litigation for which the City may be responsible hereunder. 6.02 Nothing herein shall be deemed to constitute a waiver of any immunity or affirmative defense that may be asserted by SCS or the City as to any claim of any third party, however, the City does waive immunity to any claim of SCS seeking enforcement of this Agreement pursuant to law. 6.03 Nothing herein shall be construed in any manner, to create a cause of action for the benefit of any person not a party to this Agreement, or to create any rights for the benefit of any person not a party to this Agreement not otherwise existing at law. SECTION 7 TERMINATION; POST -TERMINATION DUTIES 7.01 If SCS fails to perform any provision of this Agreement, then the City may terminate this Agreement under the provisions of this section Termination of this Agreement will occur only if the default continues for a period of thirty (30) days after the notifying party informs the defaulting party in writing of the default and its intention to declare this Agreement terminated. 7.02 If for any reason, at any time during any term of this Agreement, the City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement the City may terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery by the City to SCS of written notice of the City's intention to terminate or (li) the last date for which funding has been appropriated by the City Council for the purposes set forth in this Agreement. 7.03 Following termination, if requested by SCS the CITY shall remove from the Premises City - owned improvements within ninety (90) days of the date that the request for removal is received Absent a request by SCS to remove said improvements, the City may, in its discretion, remove any or all of the improvements placed on the Premises by the City. SECTION 8 WAIVER 8.01 The waiver of any default or breach of a term, covenant, or condition of this Agreement shall not be deemed to be a waiver of any other breach of that term, covenant, or condition or of any other term, covenant, or condition of this Agreement, regardless of when the breach occurred SECTION 9 FORCE MAJEURE 9.01 If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances* acts of public enemies; wars; blockades; insurrections riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, of agency of the United States or of any state; declaration of a state of disaster or emergency by the federal, state, county, or City government in accordance with applicable law; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Fivent"), the obligations so affected by such Force Majeure Fivent will be suspended only during the continuance of such event. SECTION 10 NOTICES 10.01 Any notice provided for or permitted under this Agreement shall be made in writing and may be given or served by (i) delivering the same in person to the party to be notified, or (ii) depositing the same in the mail, postage prepaid certified with return receipt requested, and addressed to the party to be notified, or (iii) sending by telecopy, with a copy thereof sent by registered mail on the same day. If notice is deposited in the mail pursuant to (ii) or (iii) of this section, it will be effective upon receipt or refusal For the purpose of notice, the addresses of the parties are, until changed as provided below, as follows: CITY: Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115-1499 With a copy to: Assistant City Attorney City Attorney's Office 1000 Throckmorton Fort Worth, TX 76102 SCS: Chief Financial Officer Southwest Christian School, Inc. 6801 Dan Danciger Road Fort Worth, Texas 76133 The parties may from time to time change their respective addresses, and each shall have the right to specify as its address any other address upon at least ten days' written notice to the other party SECTION 11 INDEPENDENT CONTRACTOR 11.01 In rendering performance under this Agreement each party shall perform as an independent contractor, and not as an officer, agent servant or employee of the other party City. Each party shall have exclusive control of, and the exclusive right to control, the details of that party's performance hereunder, and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, employees, and subconsultants (or subcontractors). Nothing herein shall be construed as creating a partnership or joint venture between the City and SCS or their respective officers, agents, employees, or subconsultants (or subcontractors). City and SCS affirm and acknowledge that the doctrine of mpondeat superior has no application as between the City and SCS. SECTION 12 GENERAL PROVISIONS 12.01 Governing Law; Venue. This Agreement shall be subject to and construed in accordance with the Texas law. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas - Fort Worth Division 12.02 Contract Construction. The parties acknowledge that each party and, if it so chooses, its legal counsel have reviewed and revised this Agreement and that the normal rule of contract construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, attachments, or exhibits hereto 12.03 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impa 'red. 12.04 Compliance with Laws, Ordinances, Rules and Regulations. This Agreement will be subject to all applicable federal, state, and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 12.05 Governmental Powers. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers. 12.06 Amendment. This Agreement cannot be modified or amended without the written consent of all parties hereto, and said amendment attached and made a part of this Agreement. 12.07 Multiple Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 12.08 Entire Agreement. This instrument (including all attachments, schedules, and exhibits attached hereto) constitutes the final, entire, and complete agreement between SCS and the City and supersedes any prior and contemporaneous negotiations, understandings, representations, and/or agreements between the parties. Any prior or contemporaneous oral or written agreement that purports to vary from the tents hereof shall be void IN WITNESS WHEREOF, the parties have executed this Agreement in multiple, this )day of P g p � 2010. CITY OF FORT WORTH By: Susan Alanis Assistant City Manager ATTEST: By: City Secretary AP R • VED AS ,, O FORM GAIS!TY: By: Denis C . Mcvlroy Assistant City Atto n M&C C-24574 ti a. SOUTHWEST CHRISTIAN SCHOOL, INC. Karen Sulak Chief Financial Officer/Treasurer t.- c© v0 r. `lgrq v g m. o 0 0 0 jA;:j0 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ROSENTHAL PARK 5200 HASTINGS DR. MAPSCO 103A 1.4 ACRES Feet 0 30 60 120 180 240 EXHIBIT A M&C Review Page 1 of 2 COUNCIL ACTION: Approved on 11/9/2010 Official site of the City of Fo t Worth, Texas FORT WORTH DATE- 11/9/2010 REFERENCE NO.: **C-24574 LOG NAME: 80SWCROSEIO CODE: C TYPE CONSENT PUBLIC HEARING: NO S UBJECT: Authorize No -Cost Lease of Land Adjacent to Rosenthal Park from Southwest Christian School, Inc (COUNCIL DISTRICT 6) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a lease agreement with Southwest Christian School, Inc., for use of approximately two -acres of school -owned land adjacent to Rosenthal Park for a two-year period with three two-year renewal periods with no direct cost to the City. DISCUSSION: On November 17, 1977, the City of Fort Worth acquired approximately 1.48 acres of land located at 5100 Hastings Drive for use as a public park. Since 1979, the City has entered into a series of agreements (City Secretary Contracts Nos 10317, 26185 28757 and 33222) that have allowed for the use, development, and maintenance of abutting privately owned property to augment the City - owned parkland, with the combined City -owned and leased land being collectively known as Rosenthal Park. On July 25, 2000, the City entered into a lease with Southwest Christian School, Inc., (SCS) for an initial term of five years with a single, five-year renewal option (M&C L-12855) SCS has consented to e nter into a new lease that would allow the City to continue to use, develop and maintain approximately two acres of SCS-owned land as a part of Rosenthal Park. Under the proposed lease, the primary term will be for a period of two years, and may be renewed for u p to three additional, two-year periods under the same terms and conditions. The City will not be required to pay SCS any rental fees for use of the property; however, the City will incur costs associated with developing and maintaining the land as part of a City park. The land in question already includes amenities that the City has built over the course of the past 30 years and that the City would be permitted to remove following termination or expiration of the agreement. No major changes or renovations are currently planned for Rosenthal Park, and the projected annual maintenance cost for the leased premises is $7,000.00 based on the Parks and Community Services Departments current maintenance schedules. Rosenthal Park is located in COUNCIL DISTRICT 6. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers S ubmitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Richard Zavala (5704) http://apps.cfwnet.org/council_packet/mc review.asp?ID=14265&councildate=11/9/2010 11/30/2010 M&C Review Page 2 of 2 Additional Information Contact: Sandra Youngblood (5755) ATTACHMENTS 80SWCROSE10 Rosenthal Park.pdf http://apps.cfwnet org/council_packet/mc jeview.asp?ID:=14265&councildate=11/9/2010 11/30/201 O 1 1