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HomeMy WebLinkAboutContract 24403 �`,IETARY _ T NO LEASE STATE OF TEXAS b COUNTY OF TARRANT b This Agreement is entered into by and between the City of Fort Worth ("Lessor"), acting by and through its duly authorized Assistant City Manager, Mike Groomer, and Monroe Street Venture ("Lessee") consisting of Gordon S. Swift, Managing Partner and Henry W. Simon, Jr., Robert M. Doby, Weir W. Wilson, J.K. Skillern Irrevocable Insurance Trust, Harold Hammett and Sheldon Anisman, as acting partners, acting by and through Gordon S. Swift, its duly authorized Trustee. WITNESSETH: That for and in consideration of the payment of the rentals hereinafter set out and the performance of the covenants and agreements herein set forth, Lessor has contracted with and does hereby lease unto Lessee a portion of the fourth floor of the City's parking garage located at 10th and Taylor Streets, in Fort Worth, Texas, said portion of the fourth floor containing fifty-eight (58) parking spaces shown on the floor plan attached hereto, marked Exhibit "A", and incorporated herein for all purposes incident to the agreement. This agreement shall be further subject to the following terms, promises, agreements, covenants and conditions: I. A. Lessor does hereby lease to Lessee the above described parking spaces for a period of five years (the "primary term"), with an option to renew for an additional five years (the "secondary term"), provided Lessor continues to lease the fourth floor spaces to the public and subject to the further exceptions noted herein. B. The primary term of the agreement shall commence on the 1s' day of August 1998, and end on the 31" day of July 2003. If Lessee desires to exercise the secondary term, it may do so by giving written notice to the Lessor of its intent to do so not more than one hundred twenty (120) days nor less than ninety (90) days prior to the termination of the primary term in which event such secondary term shah begin on -the,, � a 1 St day of August 2003 and end on the 31St day of July 2008. I C . It is expressly understood and agreed that Lessor may elect to withdraw any portion of the 58 spaces for its own use at the end of such primary term. II . A. Less covenants and agrees to pay to Lessor as monthly rental for said parking spaces a sum equal to ninety-seven percent ( 970) of the monthly rental rates as may be established by the Fort Worth City Council , as such rates may change from time to time, plus applicable sales tax . The rate in effect at the time this Contract is executed is $70 . 00 per parking space . Therefore , the charge to Lessee as of the date this contract is executed is $67 . 90 per parking space or Four thousand Sixty and 00/100 Dollars ( 58 x $67 . 90 = $4 , 060 . 00) , plus applicable sales taxes , per month. B . All monthly rental payments shall be payable in advance on or before the first day of each month, with the first monthly rental payment hereunder being due on or before August 1 , 1998 . C. From time to time, in order to fill vacant spaces , Lessee may request Lessor to provide Lessee with the names of individuals in need of monthly parking . In the event that Lessee provides parking to individuals provided by Lessor , Lessee agrees to provide said individuals with no less than 60 days notice prior to termination of said individual ' s parking privileges . III . Lessee further covenants and agrees to accept the demised premises in their present condition, finds them suitable, free from defect and in good condition for the purposed intended, and further agrees that it is thoroughly familiar with such condition by reason of a personal inspection and does not rely on any representative by Lessor as to the condition of the premises or their suitability for the purposes intended. IV . Lessee covenants and agrees to use the herein above described premises solely for the parking of automobiles in connection with its ordinary business operations . V . A. Lessee covenants and agrees that it will not make or suffer any waste of the demised premises ; nor shall Lessee , its officers , agents , employees licensees , invitees P 1 S l or patrons make or suffice any unlawful, improper or offensive use of the demised premises or any part thereof. B. Lessor will provide normal maintenance of the parking garage. Such maintenance shall exclude the fourth floor "skyway" between the garage and Lessee's property, such maintenance being the responsibility of Lessee. C. Lessor's officers, agents and employees shall be permitted by Lessee to make inspection of the premises at any time to ascertain Lessee's compliance with the terms and provisions of this lease agreement. D. Lessor, through its duly authorized representative, shall have the full and unrestricted right to enter the premises herein leased for the purpose of doing any and all things which Lessor is authorized or required to do under the terms of this agreement or which may be deemed necessary for the proper conduct and operation of the Lessor's parking garage. VI. Lessee shall exercise its rights and privileges hereunder as an independent contractor, and not as an officer, agent, servant or employee of the City of Fort Worth, and Lessee shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors and patrons. The doctrine of respondent superior shall not apply as between Lessor and Lessee, its officers, agents, servants, employees, contractors, subcontractors or patrons, and nothing herein shall be construed as creating a joint partnership or joint enterprise between Lessee and the City of Fort Worth. VII. Lessee shall not sublet or assign all or any part of its rights, privileges or duties under this lease agreement without the prior written consent of the Lessor, except to its employees or tenants, and any attempted sublease or assignment of same without such prior written consent shall be void and constitute a breach of this lease contract. VIII. Lessee covenants and agrees to indemnify, hold harmless Rd defend I=esseF, r---n - its officers, agents, servants and employees from and against an and all claims & suits for property damage or loss and/or personal injury, including d ath, to any and_611 —3— persons, of whatsoever kind or character, whether real or asserted, arising out of or in connection with, directly, or indirectly, the leasing, use or occupancy of said premises during the term of this agreement, whether or not caused, in whole or in part, by alleged negligence of officers, agents, servants, employees, customers, contractors, subcontractors, licensees or invites of Lessor; and Lessee hereby assumes all liability and responsibility of Lessor, its officers, agents, servants and employees for property damage or loss and/or personal injury, including death, to any and all persons, of whatsoever kind or character, whether real or asserted, arising out of or in connection with, directly or indirectly, the leasing, use or occupancy by Lessee of said premises during the terms of this agreement, whether or not caused, in whole or in part, by alleged negligence of officers, agents, servants, employees, patrons, contractors, subcontractors, licensees or invitees of Lessor. Lessee shall likewise indemnify and hold harmless Lessor for any and all injury or damage to said premises during the term of this agreement, whether arising out of or in connection with any and all acts or omissions of Lessee, its officers, agents servants, employees, contractors, subcontractors, licensees, invitees or patrons or caused, in whole or in part by alleged negligence of officers, agents, servants, employees, patrons, contractors, subcontractors, licensees or invitees of Lessor. IX. Lessee hereby grants a lien to the Lessor upon all personal property belonging to the Lessee in or on the above-described premises as a possessory pledge to secure the timely performance by Lessee of all of its obligations hereunder, and in the event of default by Lessee, the Lessor is and shall be empowered and authorized to seize and hold all of the personal property belonging to Lessee on the above-described premises to secure such performance, to sell same at public or private sale and to apply the proceeds thereof first to pay the expenses of sale and to pay all amounts due the Lessor hereunder, holding the balance remaining, if any, subject to Lessee's order. A copy of this agreement shall be the only warrant required. � u -4- X. Lessee further agrees and covenants that it will, at the end of the term of this lease, peaceably deliver up unto Lessor the demised premises and all appurtenances or improvements thereon in a good state of repair, as aforesaid, and vacant, unencumbered and in good and tenable condition. XI. Lessee covenants and agrees to comply with all laws, federal, state and local, including all ordinances of the City of Fort Worth, all rules, regulations and requirements of the Police and Fire Department, and shall obey all other regulations of the City of Fort Worth, and Lessee will obtain and pay for all necessary permits, licenses and fees used in connection with the use of the premises. X1 1. Lessor assumes no responsibility for any property placed on the premises, and Lessor is expressly released and discharged from any and all liability for any loss, injury or damage to persons or property that may be sustained during the use and occupancy of the demised premises. XIII. Lessor does not guarantee police protection and is not responsible for any loss or damage sustained by Lessee, its officers, agents, employees, patrons, licensees or invitees. Lessor specifically releases Lessor from any loss or damage sustained by Lessee, its officers, agents, employees, patrons, licensees or invitees. XIV. A. Lessee, in the execution, performance or attempted performance of this contract and agreement, will not discriminate against any person or persons because of sex, race, religion, color or national origin, nor will Lessee permit its officers, members, agents, employees or subcontractors to engage in such discrimination. B. This agreement is made and entered into with reference specifically to Chapter 13A, Article III ("Discrimination in Employment Practices"), of the City code of the City of Fort Worth 1986 as amended, and Lessee hereby covenants and ag its officers, members, agents, employees and subcontractors, have f 71licant ied with_` all provisions of the same and that no employee or employee-ap as been r -5- discriminated against as probhibited by the terms of such ordinance. XV. A. Lessee shall not do or permit to be done anything in or upon any portion of said building or bring or keep anything therein or thereon that will in any way conflict with the conditions of any insurance policy upon the building or any part thereof, or in any way increase the rate of fire insurance upon the building or property kept therein, or in any way obstruct or interfere with the right of the Lessor or other tenants of said building, or injure or annoy them. B. Lessee covenants and agrees that it shall at all times keep all driveways and other common passageways free and clear of obstructions by its officers, agents, employees, licensees, invitees, patrons and contractors, and that in the event there is such an obstruction, Lessee shall immediately remove same, and failing to do so Lessor may remove same, without being liable for damages or being guilty of trespass of conversion, and the cost to Lessor of such removal shall be paid by Lessee upon its next rental payment. XVI. It is further agreed that no decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the property of the Lessor without the prior written consent of the Lessor, which consent will not be unreasonably withheld. XVII. Any additional electrical or utility service required by the Lessee will be furnished at Lessee's sole expense. XVIII. A. Lessee understands and agree that the insurance coverage of the City applicable to the fourth floor of the parking garage does not inure to the benefit of Lessee but protects Lessor only, against claims and suits for personal injury by those asserting liability of the City, its officers, agents, employees or, servants. B. Lessee understands and agrees that the City does not carry insurance for the protection of tenants or invitees of tenants, and in the event � Fclaims or suitag asserting property damage or personal injury or death against Lessee, its agents, IJ � l 1 -6- employees, officers or servants, Lessee will be solely responsible for the defense thereof. XIX. A. Lessee covenants and agrees that if it fails to pay its rental payments by the 10'h of each month, then Lessor may, at its option, declare this lease or the balance thereof, forfeited and upon such declaration said lease may be immediately terminated as to the remainder of the term thereof by giving written notice to lessee of such termination. B. In the event of any other breach or default by Lessee of any covenants contained herein, then and in that event Lessor shall given written notice to Lessee of such breach or default, and Lessee shall immediately correct same. If within ten (10) days from the date of such notice, the breach or default complained of shall not have been adjusted or corrected, then and in such event, Lessor shall have the right to declare this lease immediately terminated as to the balance of the term herein, and may enter upon and take possession of the demised premises, Lessor shall have the right to expel and remove therefrom forcibly if necessary, Lessee, its property and its officers, agents, servants, employees, patrons, licensees and invitees, and in such event City shall incur no liability as a result of such removal. C. Any failure by Lessor to so terminate this lease or the acceptance by Lessor of rentals for any period of time after any such breach, default or failure by Lessee shall not be determined to be a waiver by Lessor of any rights to terminate this lease for any subsequent breach, default or failure. XX. Lessor and Lessee mutually covenant and agree that any notice or communication required or permitted hereunder shall be by first class mail, postage prepaid or hand delivered, as follows: If to Lessor: City of Fort Worth c/o Parking Facilities Manager Transportation & Public Works Department 1000 Throckmorton St. w�" _ Fort Worth, Texas 76102 I l I If to Lessee: Monroe Street Venture c/o Mr. Gordon S. Swift 900 Monroe Street Fort Worth, Texas 76102 or at such other address or in care of such other person as hereafter shall be designated in writing by either party to the other. Such notice or communication shall be deemed to have been given as of the date of receipt. XXI. Should any action, whether real or asserted, at law or in equity, arise out of the execution of this lease agreement, or the use and occupancy of the demised premises, venue for said action shall lie exclusively in Tarrant County, Texas. XXII. This written instrument constitutes the entire agreement by the parties hereto concerning the demised premises and any prior or contemporaneous, oral or written agreement which purports to vary from the terms hereof shall be void. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the (U day of , 2&1, 1998, in Fort Worth, Tarrant County-,,,Texas. ATTEST: CIWFF RTH A�t�g By _ loria Pearson MiM Gr omer City Secretary Assistant City Manager APPROVED AS TO FORM AND MONROE STREET VENTURE LEGALITY: By: AssistarffCity Attorney Gordon S. Swift Managing Partner Contract Authorization i Date i _8_ 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 Mike Groomer, Assistant City Manager, 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 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this -96ay of , 1998. i V o ary Public:n nd for the State of T6 1s WtOOR14; RAH JANE ODLE STATE OF TEXAS NOTARY PUBLIC t State of Texas mm. Exp.01-29-2002 COUNTY OF TARRANT N 04 BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas on this day personally appeared Gordon S. Swift, 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 Monroe Street venture, and in the capacity therein stated as its duly authorized officer or representative. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this Ss day of� ,�, 1998. M RLESS oofTom ota Public in `and for .)O,� t e State of Texas 002 E f -9- City of Fort Worth, Texas 4velgor And Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 10/27/98 **L-12358 20MONROE 1 of 1 SUBJECT LEASE AGREEMENT WITH MONROE STREET VENTURE FOR LEASE OF FOURTH FLOOR OF MUNICIPAL PARKING GARAGE RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a five-year lease agreement with Monroe Street Venture for lease of the fourth floor of the Municipal Parking Garage for $3,938.20 (plus applicable taxes) per month ($47,258.00 annually). DISCUSSION: This agreement provides for the lease all 58 parking spaces on the fourth floor of the Municipal Parking Garage to Monroe Street Venture. Mr. Gordon Swift serves as the Managing General Partner of Monroe Street Venture (MSV). The proposed agreement, following a previous agreement in force for 10 years, consists of a primary five-year period beginning August 1, 1998 and expiring July 31, 2003, plus an additional five-year option if Monroe Street Venture chooses to exercise that right. The City has the right to withdraw part or all of the parking spaces on this floor for its own use after the primary term. Initially, the rate per parking space is $70.00, however the agreement permits the rate to be adjusted as the City Council may, from time-to-time, adjust the per-space rental rates in the garage. To reflect the City's reduced management expenses resulting from the MSV's operation of the fourth floor, the agreement provides MSV a small discount of 3% for a net total of$67.90 per space (past agreements included a discount of 6.25%). All other terms are standard for similar lease agreements. FISCAL INFORMATION/CERTIFICATION: The Transportation and Public Works Department will be responsible for depositing revenues from this agreement. MG:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) PE59 442042 0208500 $47,258.00 APPROVED Mike Groomer 6140 CITY COUNCIL Originating Department Head: OCT 27 Hugo Malanga 7801 (from) j Additional Information Contact: CiT Secretary of the city of Fort Worth,Taxac Hugo Malanga 7801