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HomeMy WebLinkAboutContract 39749-R2CITY SECRiTAJW CONTRACT NO. 331 '+9 -R.;l. PARKING LOT LEASE AGREEMENT This PARKING LOT LEASE AGREEMENT (the "Lease") is made and entered into as of M..~ ~y , 2015 by and between THE CITY OF FORT WORTH, a Texas home-rule municipal corporation ("Lessor") and Colonial Country Club ("Lessee"), a Texas not-for-profit corporation. WHEREAS, Lessor is the owner ofreal property situated in Fort Worth, Tarrant, Texas, which is a parking lot consisting of approximately 550,000 square feet with 1,428 parking spaces and is located at 3409 Harley Avenue, Fort Worth, Texas, on the attached Exhibit "A" ("Property"); WHEREAS, Lessee is the host of a golf tournament known as the CROWN£ PLAZA INVITATIONAL AT COLONIAL, traditionally held annually in May ("Tournament"), and Lessee is in need of additional parking for the Tournament; WHEREAS, Lessor and Standard Parking Corporation ("Standard") are parties to a Contract for Management and Operation of the Will Rogers Memorial Center Parking Facilities (City Secretary Contract No. 39749), dated February 1, 2010 ("Standard Contract"), pursuant to which Standard manages on behalf of Lessor the parking facilities owned by Lessor located at the Will Rogers Memorial Center complex, including the Property , though such management excludes approximately 30 days per year with the Southwestern Exposition and Livestock Show leases the entire Will Rogers Memorial Center complex; WHEREAS, Standard charges parking rates pursuant to the Schedule of Rates and Charges for the Will Rogers Memorial Center Parking System ("Rates Schedule"), as adopted by City Council on April 6, 2010 (M&C G-16886) and amended on September 11, 2012 (M&C C -25825) to allow for this Lease; WHEREAS, to further the mission of Lessee, Lessee has requested that a portion of the Property consisting of 900 parking spaces , as set forth on the attached Exhibit "B" (the "Leased Premises") be ::0 leased to Lessee for parking by employees and volunteers of Lessee (collectively, the "Parkers"); and rn C, rn WHEREAS, Lessor has agreed to lease to Lessee the Leased Premises on the terms and for the < purposes set forth herein, and to that end has removed the Leased Premises from the management of 'ci Standard by virtue of a letter agreement reducing the scope of services in the Standard Contract. ;g WIT N ES S ETH: i-,,J, o 1. Leased Premises. Subject to the provisions hereinafter set forth and in consideration of the ~ rent to be paid and of the covenants and agreement to be performed by Lessee herein set forth, Lessor ~ does hereby lease to Lessee the Leased Premises as set forth in Exhibit B. 2. Condition of Leased Premises. Lessee taking possession of the Leased Premises shall be conclusive evidence that (a) the Leased Premises are suitable for the purposes and uses for which same are leased; and (b) Lessee waives any and all defects in and to the Leased Premises, its appurtenances, and in all the appurtenances thereto. Further, Lessee takes the Leased Premises and all appurtenances in "AS IS" condition without warranty, expressed or implied, on the part of Lessor. Lessor shall not be liable to Lessee, Lessee's agents , employees, invitees, licensees , or guests for any damage to any person or property due to the Leased Premises of any part of any appurtenance thereof being improperly constructed or being or becoming in disrepair. Parking Lot Lease Agreement Between City of Fort Worth and Colonial Country Club Execution Copy 2/11 /15 OFFICIAL RECORD CITY SECRElARY FT. WORTH, TX 3. Term. Subject to earlier termination as hereinafter set forth , this Lease shall be for a term ("Lease Term") commencing on May 17, 2015, and expiring on May 25, 2015 . 4. Rental. Lessee shall pay to Lessor, at Public Events Department-Will Rogers Memorial Center, 3401 West Lancaster, Fort Worth, Texas 76107, or such other address as the Lessor may designate from time to time , the rent for the Lease Term. The rent paid shall be for a total of $9,900.00 ("Rent"), based on $1.00 per day per parking space for May 18, 2015, through May 20, 2015, and $2.00 per day per parking space for May 21, 2015, through May 24, 2015. Lessee shall pay all such Rent in advance and without demand, but no later than May 16, 2015. If the payment of Rent is not received by Lessor by May 16, 2015 , then all amounts due and payable to Lessor hereunder shall bear interest from this date until paid , at a per annum rate of interest equal to the lesser of (a) eighteen percent (18%) or (b) the highest non-usurious rate permitted by applicable law. 5. Use of Leased Premises. (a) Lessee shall only permit parking of vehicles by Parkers only on the Leased Premises , provided , however, Lessee may place on the Leased Premises temporary items such as a small storage building , tables, chairs, signage, trash cans, port-o-let and temporary lighting . These items shall be removed within four days following conclusion of the Tournament. Lessee is responsible for servicing and securing all of these items , and all costs related thereto. (b) Lessee shall faithfully and promptly comply with all laws, ordinances, orders, rules, and regulations of all governmental authorities having jurisdiction, and /or rules and regulations imposed by Lessor from time to time, relative to the use, condition, or occupancy of the Leased Premises. (c) Under no circumstances during the Lease will Lessee use or cause to be used on the Leased Premises any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Leased Premises . (d) Lessee shall use only the parking spaces included in the Leased Premises. Lessor shall provide physical markers on the Property to indicate the location of the spaces included in the Leased Premises. Lessee shall ensure that the physical markers are not removed or relocated. 6. Receipts. Lessee may not charge for Parkers' parking on the Leased Premises. 7 . No Services. Lessor shall not furnish Lessee with any utilities, cleaning, lighting , security, fence, gate or any other items or services for the Leased Premises. All operating costs of Leased Premises shall be Lessee's sole cost and expense. If Lessee wants or needs any utilities , cleaning, lighting, security, fence, gate or any other items or services while occupying the Leased Premises, the Lessee shall first obtain permission and approval from the Lessor by contract to add or install any of the above items and will be responsible for providing same at Lessee's sole cost. Lessor shall not furnish any personnel for the Leased Premises , and any personnel for the Leased Premises shall be the sole responsibility of Lessee . 8. Alterations, Additions, Improvements, and Signage. (a) Lessee shall make no alterations on, or additions to, the Leased Premises without the prior written consent of Lessor. All alterations, additions and improvements made to or fixtures or other improvements placed in or upon the Leased Premises shall be deemed a part of the Leased Premises and the property of Lessor at the end of the term of the Lease. All such alterations, additions, improvements, Parking Lot Lease Agreement Between City ofFort Worth and Colonial Country Club Page 2 of9 Execution Copy 2/11/15 and fixtures shall remain upon and be surrendered with the Leased Premises as a part thereof at the termination of this Lease. (b) Lessee shall not paint, erect, or display any sign, advertisement, placard, or lettering on the Leased Premises without Lessor's prior written approval. Prior to the use of the Leased Premises , Lessee shall erect temporary signage which clearly states that parking on the Leased Premises is for Parkers only, and such signage must be approved by Lessor in writing prior to use. Lessee shall remove all signage at the expiration of the Lease Term or termination of this Lease if during the Lease Term, and shall promptly repair, at its sole cost and expense, any damage to the Leased Premises caused by the signage or its removal. 9. Indemnity. (a) LESSEE SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS LESSOR, LESSOR'S OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION , SUITS, JUDGMENTS AND EXPENSES, (INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE LEASED PREMISES BY LESSEE, ITS EMPLOYEES , PARKERS, AGENTS, INVITEE, LESSEES AND ANY OTHER PARTY OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF LESSEE OR ANY INVITEE, PARKERS, LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF LESSEE, OR ANYONE LESSEE CONTROLS OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF LESSEE UNDER THIS LEASE (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF ANY INDEMNITEE. THE ONLY LIABILITIES WITH RESPECT TO WHICH LESSEE'S OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RES UL TING SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST ANY INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, LESSEE, ON NOTICE FROM LESSOR, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT LESSEE'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO LESSOR. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF LESSEE WITH RESPECT TO THE USE AND OCCUPANCY OF THE LEASED PREMISES, WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF THE LEASE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS LEASE. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS . (b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH 9, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO Parking Lot Lease Agreement Between City ofFort Worth and Colonial Country Club Page 3 of9 Execution Copy 2/1 1/15 BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT . 10. Waiver of Liability. NO INDEMNITEE SHALL BE LIABLE IN ANY MANNER TO LESSEE, ITS AGENTS, EMPLOYEE S, PARKERS, CONTRACTORS , OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE LEASED PREMISES BY ANY OF THEM , FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNITEE. IN NO EVENT SHALL ANY INDEMNITEE BE LIABLE IN ANY MANNER TO LESSEE OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF LESSEE, ITS AGENTS, EMPLOYEES, CONTRACTORS , OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE LEASED PREMISES BY ANY OF THEM. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES ·USING THE LEASED PREMISES, WHETHER PURSUANT TO THIS LEASE OR OTHER WISE SHALL BE AT THE RISK OF LESSEE ONLY , AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF LESSEE, ITS EMPLOYEES, AGENTS , PARKERS, INVITEE, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF LESSOR OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE, EVEN IF DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 11. Insurance. (a) Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as spec ified herein, naming the City of Fort Worth as an additional insured and covering all public risks related to the leasing , use, occupancy, maintenance , existence or location of the Leased Premises. Lessee shall obtain the following insurance coverage at the limits specified herein : * Commercial General Liability: $300,000.00 per occurrence (including Products and Completed Operations); (b) ln addition, Lessee shall be responsible for all insurance to any approved construction, improvements, modifications or renovations on or to the Leased Premises and for personal property of Lessee or in Lessee's care , custody or control. Insurance requirements , including additional types and limits of coverage and increased limits on existing coverages , are subject to change at Lessor's option, and Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee . As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with a certificate of insurance signed by the underwriter as proof that it has obtained the types and amounts of insurance coverage required herein . Lessee hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Lessee shall , on demand , provide Lessor with evidence that it has maintained such coverage in full force and effect. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations on the Leased Premises and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non -renewal or amendment, shall be made without thirty (30) days' prior written notice to Lessor. Parking Lot Lease Agreement Between City ofFort Worth and Colonial Country Club Page 4 of9 Execution Copy 2/11/15 12 . Abandoned Property. Lessee's personal property not promptly removed by Lessee from the Leased Premises at the expiration of the Lease Term , or upon the termination of the Lease, whether termination shall occur by the lapse of time or otherwise , shall thereupon be conclusively presumed to have been abandoned by Lessee to Lessor. Fixtures attached to the Leased Premises become the property of Lessor . 13. Assignment and Subletting. Lessee shall not assign this Lease , or any right of Lessee under this Lease , or sublet the Leased Premises , for consideration or no consideration, whether voluntarily, by operation of law, or otherwise, and any attempt to do so shall be void, and any such attempt shall cause immediate termination of this Lease. 14. Damage to Leased Premises or Property of Lessor. If, at any time during the Lease Term, by the acts of omissions of the Lessee, its employees , patrons , agents, invitees, of licensees , the Leased Premises, or any property therein is damaged or destroyed , Lessee shall be obligated to pay, on demand , all costs to repair same together. 15. Repairs and Maintenance. Lessor has no obligation to make repairs of any sort to the Leased Premises, Lessor 's sole obligation hereunder being to make the Leased Premises available to Lessee in accordance with and subject to the covenants, restrictions and limitations set forth herein . Lessee shall , at its expense, use and maintain the Leased Premises in a neat, clean, careful , safe , and proper manner and comply with all applicable laws, ordinances, orders, rules , and regulations of all governmental bodies (state , county , federal, and municipal). At the termination of this Lease, whether by lapse of time or otherwise, Lessee shall deliver the Leased Premises to Lessor in as good a condition as the same was as of the date of the taking of possession thereof by Lessee, ordinary wear and tear only expected. 16. Severability. If any clause or provision of this Lease is or becomes illegal , invalid or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during the Lease Term, the intention of the parties hereto is that the remaining parts of this Lease shall not be affected thereby unless such invalidity is, in the sole determination of the Lessor, essential to the rights of both parties, in which event Lessor has the right, but not the obligation , to terminate the Lease on written notice to Lessee . 17 . Default and Termination. (a) Lessee's Default. If Lessee shall fail to perform or observe any of its obligations hereunder then Lessor may terminate this Lease by giving Lessee written notice thereof, in which event this Lease and all interest of Lessee hereunder shall automatically terminate . Such rights of Lessor in the case of a default by Lessee hereunder are not exclusive, but are cumulative of all other rights Lessor may have hereunder, at law or in equity; and any one or more of such rights may be exercised separately or concurrently to the extent provided by law. (b) Lessor's Default. Should Lessor commit a default under this Lease (including but not limited to Lessor's failure to make the Leased Premises available), Lessee may, as its sole remedy hereunder, terminate this Lease, and Lessee hereby waives any and all other remedies for any such default by Lessor. (c) Termination for Convenience. Either party may terminate this Lease with 30 days ' written notice to the other party. Parking Lot Lease Agreement Between City ofFort Worth and Colonial Country Club Page 5 of9 Execution Copy 2/11 /1 5 18. Notice. Any notice hereunder must be in writing . Notice deposited in the United States mail, properly addressed , postage paid , shall be effective-upon deposit. Notice given in any other manner herein shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the parties shall, unless changed as hereinafter provided, be as follows: Ifto Lessor, to: CITY OF FORT WORTH PUBLIC EVENTS DEPARTMENT-WILL ROGERS EMORIAL CENTER 3401 WEST LANCASTER FORT WORTH, TEXAS 76107 ATTN:KIRKSLAUGHTER With a copy to: CITY ATTORNEY'S OFFICE CITY OF FORT WORTH 1000 THROCKMORTON FORT WORTH, TEXAS 76102 ATTN: JESSICA SANGSVANG Ifto Lessee, to: COLONIAL COUNTRY CLUB CHARLES G. SCHERER, PRESIDENT 3735 COUNTRY CLUB CIRCLE FORT WORTH, TEXAS 76109 The parties hereto shall have the continuing right to change their respective address by giving at least ten ( 10) days ' notice to the other party. 19. Audit. Lessor may at Lessor's sole cost and expense until the expiration of three (3) years after final payment under this Lease, at reasonable times during Lessee's normal business hours and upon reasonable notice , audit Lessee's books and records regarding the charges , proceeds, receipts and income received by Lessee related to this Lease for any particular calendar year. 20 . Entire Lease. This Lease constitutes the entire agreement between Lessor and Lessee relating to the use of the Leased Premises and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. Lessor and Lessee agree that any and all prior leases between Lessor and Lessee for the Leased Premises are hereby terminated. 21. Amendment. This Lease may not be amended , modified, extended , or supplemented except by written instrument executed by both Lessor and Lessee. 22. Counterparts. This Lease may be executed in several counterparts, each of which shall be deemed an original , but all of which shall constitute but one and the same document. [SIGNATURES APPEAR ON FOLLOWING PAGES] Parking Lot Lease Agreement Between City ofFort Worth and Colonial Country Club Page 6 of9 Execution Copy 2/11/15 In witness whereof, the parties hereto have caused this Lease to be executed as the day and year first above set forth. LESSOR: CITY OF FORT WORTH LESSEE : Parking Lot Lease Agreement Between City ofFort Worth and Colonial Country Club Execution Copy 2/1 1/15 OFFICIAL RECORD CITY SECRElARY FT. WORTH, TX Page 7 of9 Exhibit A ("Property") Harley Lot is mostly bounded by Harley Avenue on the north and Trail Avenue on the east, Montgomery on the West and the line of Bryce Avenue to the south. Parking Lot Lease Agreement Between City offort Worth and Colonial Country Club Page 8 of9 Execution Copy 2/11 /15 • l • Exhibit B ("Leased Premises") The area defined in exhibit B, is clearly shown by the blue boundary line wh ich is defined by Harley to the North , Trail Drive to the east and the extended line ofGendy from the east curb line of the lane traffic headed south in a direct line from that Harley Avenue to the property line at Bryce Avenue . The entrance and exit to the leased property shown in Exhibit B is to the south off Trail Drive. The entrance and exit area accessed via Harley drive is excluded from the leased area as shown in exhibit B. Parking Lot Lease Agreement Between City ofFort Worth and Colonial Country Club Page 9 of9 Execution Copy 2/1 1 /1 5