HomeMy WebLinkAboutContract 19597 CITY SECRETARY
CONTRACT NO
AGREEMENT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This contract and lease agreement ( "Agreement" ) is to be
effective March 1, 1993, and to be by the City of Fort Worth
( "City" ) , acting herein by and through its duly authorized City
Manager, and Mid-Western Development & Realty Co. ( "MW" ) , acting
herein by and through Elton M. Hyder III, its duly authorized
President.
W I T N E S S E T H
WHEREAS, City is the owner of a parking lot on the west side
of the Fort Worth Botanic Garden ( "Parking Lot" ) ; and
WHEREAS, MW seeks to lease from City the Parking Lot for five
years commencing as of March 1, 1993;
THEREFORE, in consideration of the mutual agreements in this
Agreement, City and MW agree:
1 .
City leases to MW the Parking Lot that is more particularly
described in Exhibit "A" , attached and incorporated by reference.
2 .
MW will use the Parking Lot solely for a parking area, which
parking area shall be used only in conjunction with the building
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TEX.
located at 2501 Montgomery Street, Fort Worth, Texas, commonly
known as the MW building; provided, however, the Parking Lot shall
be open on weekends and holidays for the use of visitors to the
Fort Worth Botanic Garden. In this connection, it is agreed that
all gates to the Parking Lot except the gate leading directly to
the MW building shall remain open during weekends and holidays for
the same hours that the Botanic Garden is open to the public.
3 .
The primary term of the Agreement shall be for five years
beginning on March 1, 1993, and ending on February 28, 1998 . MW
shall have the option to renew the Agreement for two additional
five-year terms; the first five-year renewal term shall begin on
March 1, 1998, and shall end on February 28, 2003, and the second
five-year. renewal term shall begin on March 1, 2003, and shall end
on February 29, 2008 . The options to extend the Agreement shall
be exercised by written notice that is r I eceived by City at least
60 days before termination of the then current term of the
Agreement. Notwithstanding the above, MW has the right to cancel
this Agreement effective March lst of any year during any term of
this Agreement, provided MW gives written notice of its intention
to cancel before January 1st of that year.
4 .
The rent for the Parking Lot during the primary term shall be
$25,000 a year. The rent for the Parking Lot during the first
2 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TEX.
renewal term shall be $30,000 a year. The rent for the Parking
Lot during the second renewal term shall be $36,000 a year.
Rent shall be paid monthly as follows : Two Thousand Eighty-
three and 33/100 Dollars ($2,083 . 33) on execution of the Agreement
and Two Thousand Eighty-three and 33/100 Dollars ($2,083 .33) in
advance on or before the 10th day of each month thereafter during
the primary term of the Agreement; Two Thousand Five Hundred and
No/100 Dollars ( $2 ,500 . 00) in advance on or before the 10th day of
each month thereafter during the first renewal term of the
Agreement; and Three Thousand and No/100 Dollars ($3,000) in
advance on or before the 10th day of each month thereafter during
the second renewal term of the Agreement.
The rent shall be paid in cash or by check at the office of
the Department of Finance (Revenue Collection Section) , City of
Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102 . No
notice or invoice shall be required to render the monthly rent due
and payable.
5 .
MW admits by accepting and using the Parking Lot that it has
inspected the Parking Lot and all improvements thereon and found
them in good condition and repair. MW agrees that it will, at its
expense, keep and maintain the Parking Lot and all improvements
thereon, including, but not limited to, the paved surface, the
perimeter fence and the lighting system, in good condition. MW
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WICK RECORD
CITY SECRETARY
FL WORTOV T
agrees to make all repairs necessary or as requested by City to
prevent the paved surface of the Parking Lot from deteriorating in
value or condition, except normal wear and aging consistent with
normal parking lot uses . City shall have the right, through its
agents and officials, to inspect the Parking Lot and thereafter to
make recommendations to MW about repairs that, in the City's
opinion, are necessary to the Parking Lot. In this connection, MW
agrees that it shall, within 30 days from the date of City's
recommendations, begin the recommended repairs . If MW fails to
undertake the recommended repairs within 30 days, the City may
undertake the repairs . The cost of the repairs shall be paid by
MW within 30 days after the repairs are completed. MW shall have
no obligation to water, care for, or maintain shrubbery or other
plantings that may be placed on the reserved strips around the
Parking Lot by the City.
6 .
MW will not (i) make or suffer any waste of the Parking Lot;
(ii) place any improvements on the Parking Lot; ( iii) place any
sign or signs on the Parking Lot; and (iv) make any alterations to
the Parking Lot except those alterations that are approved in
writing by the Park and Recreation Director of the City.
7 .
MW shall not unlawfully, immorally, or offensively use the
Parking Lot. MW shall maintain and police the Parking Lot, keep
4 ORD
OFFICIAL RIC
CITY SECRI-ThRy
FT.
it clean and sanitary, and maintain it in compliance with all
ordinances and regulations of the City of Fort Worth. In this
connection, MW shall allow City's agents at any time to inspect
the Parking Lot for compliance with this section.
MW also shall not injure, annoy, or interfere with the rights
of any other users of the Parking Lot. Moreover, MW shall replace
and landscape any flowers, shrubs, or area of the Parking Lot that
may be damaged or destroyed by MW1s employees, agents, licensees,
invitees, contractors, subcontractors, or trespassers using the
Parking Lot.
8 .
MW shall comply with all municipal, state, and federal laws
and regulations . If the City calls the attention of MW to any
violation of municipal, state, or federal law or regulation by MW,
its employees, agents, licensees, invitees, contractors, subcon-
tractors, or trespassers, MW shall immediately desist from or
correct such violation.
9 .
It is agreed that MW- is an independent contractor and not an
employee, agent, or representative of the City; that MW shall have
the exclusive right to control the details of all activities con-
ducted on the Parking Lot under this Agreement and shall be
responsible for the acts and omissions of its employees, agents,
licensees, invitees, contractors, subcontractors, and trespassers;
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH9 T
that the doctrine of respondeat superior shall not apply to City
and MW, its employees, agents, licensees, invitees, contractors,
and subcontractors; and that the Agreement should not be construed
as creating a partnership or joint enterprise between City and
MW.
10 .
MW may sublet any portion of the Parking Lot and may assign
any part of its rights, privileges, or duties under this Agreement
with the prior written consent of City, which consent shall not be
unreasonably withheld.
11 .
The City reserves a 15-foot strip of land on the south side
of the Parking Lot parallel to the East-West Freeway for creating
and maintaining, at the City's discretion, any screen of plants or
other improvements that the City deems necessary. In this connec-
tion, the City reserves the right of ingress and egress to the 15-
foot strip for maintenance of the strip. Further, City shall
permit and allow MW appropriate and reasonable ingress and egress
across the 15-foot strip for access from either the Parking Lot to
the MW building or for access to the public streets adjacent to
the Parking Lot.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH9 TEX.
6
12 .
City shall not be responsible for the theft, loss, damage, or
destruction of property belonging to MW, its employees, agents,
licensees, invitees, contractors, and subcontractors; and MW
indemnifies City and its agents from any claims of lost, damaged,
or destroyed property that arise from MWIs use of the Parking Lot.
13 .
Each party shall be responsible for its sole negligence. MW
shall hold harmless City, City's agents or employees, for any
damage to person(s) or property caused by any act, omission, or
event that results from MW1s sole negligence. City shall hold
harmless MW, MW's agents or employees , for any damage to person(s)
or property caused by any act, omission, or event that results
from City's sole negligence.
14 .
Without limiting the indemnification of City by MW, MW shall
not use the Parking Lot under this Agreement until it has obtained
the insurance required under this section, and the insurance has
been approved by City. The insurance shall be of the following
types in the respective minimum amounts .
Bodily Injury or Death Liability $250,000 (for each person)
Bodily Injury or Death Liability $500,000 ( for each single
, occurrence)
$100000
Property Damage Liability ( for each single
occurrence)
7 OFFICIAL RECORD ij
c1gy SEcHITARV
FT. WORTH7 TIM
................................
The insurance coverage shall be maintained throughout the
term of the Agreement or any renewal thereof and shall not be
cancelled, modified, or altered without prior written notice to
City. Upon the signing and return of this Agreement a certificate
of insurance shall be furnished to City as evidence of the
required insurance coverage. The certificate shall contain the
provision that the insurance shall not be cancelled, modified, or
altered without 30 days , prior written notice to City.
15 .
During any term of this Agreement, MW shall pay all charges
for electricity used on the Parking Lot. The payments shall be
made before they become delinquent, and MW shall hold the City
harmless for any liability for those charges .
16 .
If MW fails to make a required payment to the City when due,
the City may, at its option, declare this Agreement forfeited;
and, upon such declaration, the Agreement shall be terminated as
to the remainder of its term. If MW breaches any part of this
Agreement, then the City may, at its option, declare the Agreement
forfeited and terminated for the balance of its term and enter
upon and take possession of the Parking Lot; and if the City
exercises its right of entry, MW agrees to give up and peaceably
deliver immediate possession of the Parking Lot to the City.
Notwithstanding the foregoing, no forfeiture shall occur unless
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01r,"FICK RECORD
CITY SECRETARY
FT. WORTH, T
payment due the City under this Agreement is not paid or any other
breach has not been cured or corrected within 20 business days
after written notice of any nonpayment or breach has been given MW
by mailing the written notice to: Elton M. Hyder III, President
and General Counsel, Mid-Western Development & Realty Co. ,
1918 Commerce Building, 307 West 7th Street, Fort Worth, Texas
76102 .
17 .
If this Agreement is terminated or forfeited for any reason,
MW shall deliver immediate possession of the Parking Lot to City.
If MW shall fail or refuse to deliver such immediate possession,
City shall have the right to expel and remove forcibly, if neces-
sary, MW and its property therefrom; and, in such event, the City
shall incur no liability as a result of such removal .
18 .
At the end of the term of this Agreement, MW shall peaceably
deliver to the City the Parking Lot and all appurtenances or
improvements thereon in a good state of repair, vacant, and unen-
cumbered.
19 .
Venue for any suit or cause of action shall be in Tarrant
County, Texas .
9 RECORD
CITY SECRETARY
FT. WORTH, TEX.
20 .
Any notice required or permitted to be given hereby by one
party to the other party shall be in writing and the same shall be
given and shall be deemed to have been served and given when
received at the address set forth hereinafter for the party to
whom the notice is given.
The address of City for all purposes under this Agreement and
for all notices hereunder shall be:
Robert E. Terrell
City Manager
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
The address of MW for all purposes under this Agreement and
for all notices hereunder shall be:
1918 Commerce Building
307 West 7th Street
Fort Worth, Texas 76102
Attention: Elton M. Hyder III
From time to time any party may designate another address for all
purposes of this Agreement by mailing to the other party a written
notice of such change of address .
21.
If, during the primary term or any renewal term of the
Agreement, private or public funds become available to the City
for further development of the Botanic Gardens, all of the Parking
Lot is needed, for that development, and the Parking Lot is unique
and necessary to that development, then City promises to discuss
10
R. E C 0 RRI,
CIT"Y SENRETARY
and negotiate in good faith with MW a fair and reasonable settle-
ment of any adjustment of the Parking Lot use by the City.
22 .
This Agreement constitutes the entire agreement of the City
and MW, and it supersedes any prior oral or written agreements
about the Agreement for the Parking Lot.
IN WITNESS WHEREOF, City and MW have executed this Agreement
to be effective the day and year written above.
ATTEST: CITY OF FORT WORTH
A, By:
City Secretary Nam( E. Ter ell
Title: City Manager
APPROVED AS TO FORM AND LEGALITY:
1444W A
Assistant City Attorney
ATTEST: MID-WESTERN DEVELOPMENT &
REALTY CO.
By: Sew
Name: Sharon Lewis Name: Elton M. Hydbr III
Title: Secretary Title: President and
General Counsel
am'Lrac' Author
�a_tPization OFFICIAL RECORD
CITY SECRETARY
FT. WORTU9 M..
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and
for the State of Texas, on this day personally appeared Robert--B—. Mtk e_
C1r6b�e),( 1, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was
the act of the City of Fort Worth and that he/she executed the
. same as the act of said City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein
stated.
GIVE UNDER M AND SEAL OF OFFICE this 2_�O_r� n day of
Notary Tpubil,
STATE of Notary EXAS
the State of Texas
M77IRL
E-'P-'Jt'Ly 211024
STATE OF TEXAS § OFFICIAL RECORD
COUNTY OF TARRANT
RIB,
BEFORE ME, the undersigned authority, a Notary Publ cKnV19 TJX,
for the State of Texas, on this day personally appeared _E_1_t-o-n—: R7.-
Hyder III, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein
expressed, as the act and deed of Mid-Western Development & Realty
Co. , and in the capacity therein stated as its duly authorized
officer or representative.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
- ES 19
Notary Public i nd for
the State of Texas
BRENDA KEENUM
12 STATE OF TEXAS
of con.Em.50T.11,
EXHIBIT "A"
A portion of the Thomas White Survey, Abst. 1636 , situated in the
west part of Fort Worth, Tarrant County, Texas, and embracing a
portion of the First Tract conveyed to the City of Fort Worth by
deed recorded in Vol . 1843, page 461, of the Tarrant County Deed
Records .
COMMENCE at the southwest corner of said Thomas White Survey and
run north along its west line 1443 feet and then run south 89
degrees 19 minutes east along the north line of the right-of-way
of the East-West Freeway a distance of 392-6/10 feet to a point in
the west line of said City of Fort Worth tract and being in the
east line of the T. and P. RR Co. right-of-way for the southwest
and beginning corner of the tract being described;
THENCE north 0 degrees 50 minutes east along the line between said
tract and said right-of-way a distance of 398 feet to an iron;
THENCE south 89 degrees 23 minutes east 466-8/10 feet to an iron;
THENCE south 1 degree 20 minutes east 398 feet to an iron in a
line for the north line of said Freeway;
THENCE north 89 degrees 23 minutes west along said line for the
north line of the freeway and being 10 feet north of and parallel
with the face of the north curb of the north service street a
distance of 482 feet to the place of beginning, in all containing
approximately 4-344/1000 acres .
.....................
uFFICIAL RECORD
cip SECREThIly
fT. warml, M.
... ........................
OFFICE OF THE CITY ATTORNEY
THE CITY OF FORT WORTH
1000 THROCKMORTON
FORT WORTH,TEXAS 76102
817.870.7600
MEMORANDUM
TO: Ed Hodney, Assistant Director
Park and Recreation Department
FROM: Theodore P. Gorski , Jr. A
Department of Law 1/
DATE: March 1 , 1993
RE: Botanic Garden Parking Lot Lease
Section 10 of the lease lets Mid-Western sublease the
parking lot with the city's prior written approval . Mid-Western
is subletting the parking lot to General Dynamics Corporation who
is in the process of selling certain assets to Lockheed
Corporation.
The attorney for Mid-Western has prepared a consent of the
sublease of the parking lot from General Dynamics to Lockheed.
The original and two copies of the consent are attached so the
consent can be presented to the City Council for approval . Maybe
the consent can be put in the M&C that recommends approval of the
lease.
TPG: rh
t
�7
February 26 , 1993
Mr . Steve Wiggins
Director of Facilities
General Dynamics Corporation
Fort Worth Division
Mail Zone 6253
Post Office Box 748
Fort Worth, Texas 76101
Re : Fort Worth Parking Lot Lease
Dear Mr. Wiggins :
The City of Fort Worth is leasing to Mid-Western Development
& Realty Company a parking lot in Fort Worth, Texas , a copy of the
first page of said lease is attached hereto as Exhibit "A" and
incorporated by this, reference . As you know, of course, Mid-
Western is subleasing to General Dynamics Corporation that same
tract of land. Under the parking lot lease agreement between Mid-
Western and the City, the City must give its written consent to any
assignment of General Dynamics ' interest in that sublease. As we
are aware, General Dynamics and Lockheed are parties to an "Asset
Purchase Agreement" wherein General Dynamics has agreed to assign
to Lockheed all its right , title, and interest in and to the
sublease.
This letter shall constitute written acceptance by the City to
General Dynamics of its assignment of interest in that sublease to
Lockheed, Corporation.
1
Ci y of or Worth
By
Robert E . Terrell
City Manager
ATTEST:
City Secretary
APPROVED AS TO ORM AND LEGALITY
77v_,.�o8. 4*rto�
Assistant City Attorney
SUBLEASE AGREEMENT
THE STATE OF TEXAS
KNOW ALL PERSONS BY THESE PRESENTS THAT:
COUNTY OF TARRANT
This contract and sublease agreement ("Agreement") is made and
entered into effective this 1st day of March, 1993 , by and between
MID-WESTERN DEVELOPMENT & REALTY CO. , a Delaware corporation, duly
authorized to do business in the State of Texas and maintaining an
office and place of business in Tarrant County, Texas (hereinafter
referred to as "MW as Sublessor) , and GENERAL DYNAMICS
CORPORATION, a corporation organized and existing under the laws of
the State of Delaware, with offices at its Fort Worth Division in
Fort Worth, Texas , (hereinafter referred to as "GD" , as Sublessee) .
W I T N E S S E T H:
WHEREAS, the CITY OF FORT WORTH, TEXAS, ("City") , is the owner
of a parking lot on the west side of the Fort Worth Botanic Garden
("Parking Lot") ;
WHEREAS, MW leases from City the Parking Lot; and,
WHEREAS, GD now seeks to sublease from MW the Parking Lot for
one (1) year, commencing as of March 1, 1993 ;
THEREFORE, in consideration of the mutual agreements in this
Agreement , MW and GD agree:
%AV4
SUBLEASE AGREEMENT-PAGE 1
' Sublessee Subtessor
City r
'
ana Co ® , ® `-n1l M
DATV/ J REFERENCE NUMB E% LOG NAME PAGE
03/23/93 *C-13?46 �� 80B 1 of 1
SUBJECT LEASE AGREEMENT FOR USE OF CITY OWNED PROPERTY-BOTANIC GARDENS PARKING LOT
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to:
1: Execute a lease agreement with_HLi.d�tern Development and Rea�omR U to use
the Botanic Gardens parking lot, which is adjacent to the I-30 access road east
of Montgomery Street, for a period of five years with options for two additional
five-year terms at a cost of $25,000.00 per year for the first term with annual
costs escalating to $30,000.00 per year in the second term and $36,000.00 per year
in the final five-year option, and
2. Approve the assignment of a sublease agreement to the Lockheed Corporation.
DISCUSSION:
Since 1957, the occupants of the building at 2501 Montgomery Street have utilized the
Botanic Gardens parking lot under a use agreement with the City of Fort Worth. The lot
provides parking for the employees who work in the building, currently occupied by
Lockheed Corporation. The current agreement has expired and a new agreement is
recommended.
Staff has determined that the parking lot would not be needed for development in the
foreseeable future. Staff has renegotiated the proposed lease which will allow the
City to continue to collect revenue from the use of the lot until it is actually needed
for Botanic Gardens improvements.
The lease gives Mid-Western the right to sublease the parking lot. In the past, Mid-
Western has subleased the lot to General Dynamics. Recently, General Dynamics assigned
to Lockheed its rights in the sublease.
FISCAL INFORMATION/CERTIFICATION:
The Cash Management Division of the Fiscal Services Department will be responsible for
collection of the lease fee which will continue to be deposited to the Special Trust
Fund.
LW:b
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: to
FE72 488692 080502101010 $25,000.OE A,RP DO 11
Libby.Watson 6140 GITY COUNCIL
Originating Department Head: S
Richard Zavala, Jr. 7275 from MAR 23 1993
dz,. .J&
For Additional Information City secretary of the
Contact: City of Fort Worth,'fo:ean
Richard Zavala, Jr. 7275
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