HomeMy WebLinkAboutContract 61735CSC No. 61735
FACILITY LEASE AGREEMENT
This Facility Lease Agreement ("Agreement") is entered into by and between the City of Fort
Worth, Texas, a home-rule municipal corporation of the State of Texas, acting by and through is
duly authorized Assistant City Manager, Dana Burghdoff ("Lessor"), and J. S. Pedi Holdings, a
limited liability company, acting by and through is duly authorized owner, John Sild ("Lessee").
WHEREAS, Lessor owns a certain piece of property known as the Houston Street Convention
Center Garage ("Property"); and
WHEREAS, Lessee has requested, and the Lessor agrees to grant to Lessee, the use a portion of the
ground floor hallway space on the Prope1ty with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the duties, mutual covenants, and obligations under this
Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and agreed, the parties do hereby agree as follows:
1.Premises. Lessor hereby grants Lessee the exclusive lease to use approximately 200 square feet
of space in the hallway adjacent to the east side ground floor retail space ("Leased Premises") as described
in Exhibit "A", for Pedi-cab storage only. Under no circumstances during the Agreement 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; provided that the presence of fuel,
engine oil and hydraulic fluids used for or stored in vehicles parked on the Leased Premises will not be
deemed a violation of this Section. Lessee shall not install signs, advertising media, and lettering on the
Leased Premises without prior written approval of Lessor. Lessee will have access to the Leased Premises
24 hours a day, 7 days a week. Lessor agrees to provide Lessee with reasonable prior notice in the event
Lessor desires to access the Leased Premises; provided that Lessor may not interfere with Lessee's use of
the Leased Premises in accordance with this Agreement.
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 appu1tenances in "AS IS"
condition without warranty, expressed or implied, on the pait of Lessor. Lessor shall not be liable to Lessee,
Lessee' agents, employees, invitees, or guests for any damage to any person or property due to the Leased
Premises or any part of any appurtenance thereof being improperly constructed or being or becoming in
disrepair.
3.Lease Term: The primary term of this Agreement shall commence on the commencement date
and continue on a month to month basis until terminated by either party by providing thi1ty (30) day written
notice to the other party.
4.Lease Fee; Time of essence.
(a)Lessee will pay Lessor a Lease fee of $150.00 per month to use the Leased Premises during
Lease Agreement between the City of Fort Worth and
J. S. Pedi Holdings, LLC
- I -
the Lease Tei•ms beginning on the Effective Date. If the ficst or last month of the tei•m i•esults
in less than an entire month of usage, the Lease Fee shall be prorated for the actual number of
days Lessee has possession of the Leased Premises.
(b) Fee is due to Lessor on or before the ls` of each month with the payment information foc which
shall be provided by Lessoi• to Lessee promptly after the Effective Date hereo£ Checics will
not be accepted.
(c) If the payment of fees is not received by Lessor as provided herein, then after five (5) days after
receipt of written notice from Lessor, all amoimts due and payable to Lessoc hereundei• shall
bea►• interest fi•om the date the payment of fees was due until paid, at a pei• annum rate of interest
equal to the lesser of (a) eighteen percent (18%) or (b) the highest non-usurious rate permitted
by applicable law. Time is specifically of the essence of this provision and of every provision
of this Agreement.
5. Services. All utilities and operating etpenses for the Leases Premises a►•e included in the
Lease fee. If Lessee wants utilities or services not included in the Lease fee then Lessee shall fii•st obtain
permission and approval from the Lessor to contract, add or install any of the above items and will be
responsible for providing same at Lessee' sole cost.
6. Alterations, Additions, Improvements, and Signage. Lessee shall make no alterations on or
additions to, the Leased Premises without the prior written consent of Lessoi•. Any alterations made to the
Leased Premises by the Lessee shall be at Lessee's sole cost and expense and shall not interfere with the
operations of other Lessees and/or other operations at the Alliance Maintenance Facility. If interference
occurs Lessee will make changes and/or remove the alteration to remedy said interference within 5 days of
notice from Lessor. All alterations, additions and improvements made to or fiYtures or other improvements
placed in or upon the Leased Pi•emises shall be deemed a part of the Leased Premises and the pi•operty of
Lessor at the end of the Lease Term. All such alterations, additions, improvements, and fixtures shall remain
upon and be sw•rendei•ed with the Leased Premises as a part thereof at the termination of this Agreement.
Lessee may at its sole option and expense remove any Lessee alterations at any time during the Lease Term
with Lessor approval. At the termination of this Agi•eement, whether by lapse of time of• otherwise, Lessee
shall (i) 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, subject only to ordinary wear and teai• and damage caused by
casualty or condemnation and (ii) upon Lessor_i•equest, remove any altei•ations and make any repaiis to the
Leased Pt•emises as needed in order to comply with the provisions of Sectiora 13 below. Notwitllstanding
the foi•egoing, in no event shall Lessee be required to completely replace, or repave the Leased Premises
surface.
7. 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 REASONABLE COURT COSTS, REASONABLE ATTORNEYS'
FEES AND REASONABLE COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR
DESCRIPTION TO THE EXTENT CLAIMED BY THIRD PARTIES BY REASON OF INJURY TO OR
DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OP PROPERTY TO THE EXTENT CAUSED
BY (l) THE USE OR OCCUPANCY OF THE LEASED PREMISES BY LESSEE, ITS EMPLOYEES,
AGENTS AND LESSEES OR (2) REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY
Lease Agreement between the City of Fort Worth and
J. S. Pedi Holdings, LLC
-2-
PERSON OR PARTY CAUSED BY ANY ACT OR OMISSION ON THE PART OF LESSEE OR ANY
LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF L�SSEE OR (3)
BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF LESSEE
UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), EXCEPT TO THE EXTENT
ARISING OUT OF OR RESULTING 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'
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 AGREEMENT SO LONG AS THE CAUSE FOR
SUCH CLAIM AROSE DURING THE TERM OF THIS AGREEMENT. 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 7, 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
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.
(C) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL (INCLUDING LOST PROFITS), SPECIAL, PUNITIVE OR EXEMPLARY
DAMAGES IN CONNECTION WITH THIS LEASE EVEN IF NOTICE WAS GIVEN OF THE
POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY
FORESEEABLE.
8. Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN
VEHICLES USING THE LEASED PREMISES, WHETHER PURSUANT TO THIS AGREEMENT OR
OTHERWISE SHALL BE AT THE RISK OF LESSEE ONLY, AND NO INDENINITEES SHALL BE
LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF LESSEE, ITS
EMPLOYEES, AGENTS, PATRONS, 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,
UNLESS DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
9. Insurance. Lessee shall pi•ocui•e and maintain at all times, in full foi•ce and effect, a policy or
policies of insi�rance as specified herein, which liability policy sl�all list the Lessor of Fort Wocth as an
additional ins�u•ed as its interest may appear only to the etitent of Lessee's obligations under the terms of
this Lease, and specifically e�cluding any covei•age for any loss or injwy arising out of or i•elated to
additional insui•ed's negligent oi• willfiil acts oi• omissions, and covei•ing all public risks i•elated to the leasing,
use, occupancy, maintenance, existence or location of the Leased Premises. Lessee shall obtain the following
Lease Agreement between the City of Fort Worth and
J. S. Pedi Holdi��gs, LLC
��
insurance coverage at the limits specified herein:
* Commercial Gene��al Liability: $1,000,000.00 per occw•rence (Including Products and
Completed Opei•ations);
In addition, Lessee shall be responsible for all insurance to any pei•sonal propecty of Lessee or in
Lessee's cai•e, custody or control. Lessee is allowed to self-insure without the prioi• wi•itten consent of Lessoi•.
Any self-insured retention or other financial responsibility for claims shall be covered directly by Lessee in lieu
of insurance.
10. Abandoned Pi•opei•ty. Lessee' personal property not promptly removed by Lessee from the
Leased Premises at the termination of this Agi•eement, whether tei•mination shall occui• by the lapse of time
or otherwise, shall thei•eupon be conclusively pi•esumed to have been abandoned by Lessee to Lessor.
Fi:ctui•es attached to the Leased Premises become the property of Lessor, if not removed as i•equired ]lei•ein.
1 1. Assignment and Subletting. Lessee shall not assign this Agreement, oc• any right of Lessee
under this Agi•eement, or sublet the Leased Premises, foi• 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 Agreement; all provided that Lessee's contractors and agents may
use the Leased Premises in accordance with the terms and provisions hereof.
12. Damage to Leased Premises or Property of Lessor. If, at any time dtu�ing the Lease Term,
by the acts of omissions of the Lessee, its employees, agents, or visitoi•s of the Lessee to 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.
13. Repairs and Maintenance. Lessor has no obligation to make repairs of any sort to the Leased
Pi•emises, Lessor's sole obligation hei•eunder being to make the Leased Premises available to Lessee in
accoi•dance with and subject to the covenants, i•estrictions and limitations set forth herein. Lessee shall, at
its eYpense, use and maintain the Leased Pi•emises in a neat, clean, careful, safe, and proper manner
including but not limited to any snow and/or ice removal, and comply with all applicable laws, ordinances,
orders, rules, and regulations of all governmental bodies (state, county, federal, and municipal). At no time
may there be any maintenance of any trailers ot• trucks within the Leased Premises or Pcopeirty and if a spill
of any nature takes place arising fi�om the actions of Lessee, Lessee must notify the Property Manager
immediately and is responsible foi• all required clean up and i•epairs to the extent arising fi•om the spill.
14. Severability. If any clause or provision of this Agreement is or becomes illegal, invalid or
unenforceable because of present or firture laws or any rule or regulation of any governmental body or
entity, effective dui•ing the Lease Tei•m, the intention of the parties hei•eto is that the remaining parts of this
Agi•eement shall not be affected thei•eby unless such invalidity is, in the sole detecmination of the Lessor,
essential to the rights of both par-ties, in which event Lessor has the right, but not the obligation, to terminate
the Agreement on written notice to Lessee.
15. Default and Termination.
(a) Lessee' Default. If Lessee shall fail to perform oi• obser•ve any of its obligations hereundei•
then Lessor may terminate this Agreement by giving Lessee fifteen (15) days prior w�•itien notice thereof.
If Lessee fails to cui•e such default within fifteen (15) days of i•eceipt of Lessor's default notice than this
Lease Agreement between the City of Fort Worth and
J. S. Pedi Holdings, LLC
-4-
Agreement and all interest of Lessee hereunder shall automatically terminate, but if Lessee does so cure
such default within said 15 days, Lessor's termination notice will be deemed withdrawn. Such rights of
Lessor in the case of a default by Lessee hereunder are not eYclusive, but are cumulative of all other rights
Lessor may have hereunder, at law or in equity; and any one or mor•e of such rights may be eYercised
separately or concurrently to the extent pi•ovided by law.
(b) Lessor's Default. If Lessoi• sliall fail to perform or observe any of its obligations hei•eunder
then Lessee may terminate this Agreement by giving Lessor fifteen (15) days prior wt•itten notice thereof.
If Lessor fails to cure such default within fifteen (15) days of receipt of Lessee's default notice than this
Agreement and all interest of Lessor hei•eunder shall automatically terminate, but if Lessor does so cure
such default within said 15 days, Lessee's termination notice will be deemed withdi•awn. Such rights of
Lessee in the case of a default by Lessor hereunder are not eYclusive, but are cumulative of all other rights
Lessee may have hereunder, at law or in equity; and any one or more of such cights may be exercised
separately or concurrently to the extent provided by law.
16. Notice. Any notice hereunder must be in writing. Notice deposited or sent by nationally
recognized overnight courier service, such as, but not limited to, Federal EYpress, by certified mail with
return receipt requested, or by eYpress mail properly addressed, postage paid, shall be effective-upon
deposit. Notice given in any othei• manner herein shall be effective upon receipt at the address of the
addressee. For pui•poses of notice, the addresses of the parties shall, unless changed as hereinaftei• provided,
be as follows:
To Lessor: To Lessee:
City of Fort Worth J. S. Pedi Holdings, LLC
Lease Management 1502 Lakewood Drive
Property Managernent Depai-tment Sherman, Te�as 75092
900 Monroe, Suite 400 Attn: John Sild
Fort Woi�th, TX 76102 Email:
With a copy to: With a copy to:
City of Fort Wot�th
City Attorney Office
100 Fort Woi•th Trail
Fort Worth, TX 76102
The parties hei•eto shall have the continuing i•ight to change their respective address by giving at least ten
(]0) days' notice to the other parry.
17. Audit. Pursuant to Chaptec 2, Article IV, Division 3, Section 2-134, Administration,
Potive�s and Darties oftlze Deparhnent ofb�ter��al Aa�dit, of the Code of Ordinances of the Lessor of Foi•t Worth,
Lessoc may at Lessor's sole cost and e:cpense, at reasonable titnes during Lessee' normal business hours and
upon i•easonable notice, audit Lessee' books and records, but only as it pertains to this Agreement and as
necessaiy to evaluate compliance with tllis Agi•eement, and subject to Lessee's i•easonable disci•etion to reject
requests for confidential information.
Lease Agreement between tl�e City of Fort Worth and
J. S. Pedi Holdings, LLC
-5-
18. Entire Agreement. This Agreement constitutes the entire agi•eement between Lessoi• and
Lessee i•elating to the use of the Leased Pi•emises and no prioi• written or ocal covenants oc representations
relating thereto not set fortll herein shall be binding on either party 1lereto.
19. Amendment. This Agreement may not be amended, modified, extended, or
supplemented eYcept by written instrument eYecuted by both Lessor and Lessee.
20. Counterparts. This Agreement may be eYecuted 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
Lease Agreement between the City of Fort Worth and
J. S. Pedi Holdings, LLC
-6-
In witness whereof, the parties hereto have caused this Lease to be executed as ____ , 2024 ("Commencement Date")
LESSOR:
CITY OF FORT WORTH
{)fllYl<B�hJ� By: Dana Burghdott(J:i:2024 �CDT)
Date:
Dana B urghdoff Assistant City Manager
Jul22,2024 ------------
CONTRACT COMPLIANCE MANAGER
LESSEE:
J. S. PEDI HOLDINGS, LLC ,John Si/4 BY: John Sild (Jul 22, 202413:32 CDT)
Name: John Sild-------------
Title: __ c_E_O_f_P_r_e_si_d_e _n_t _____ _
Date: Jul22,2024-------------
By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements.
Name: Ma,k �� CDT) -------------
Title: Lease Manager, Property Management Department -------------
Date: Jul22,2024 -------------
APPROVED AS TO FORM AND LEGALITY:
�,1,u;h-� By: __________ _
Date:
Jeremy Anato-Mensah Assistant City Attorney
Jul22,2024
-------------
ATTEST: F"� By: __________ _
Date:
Jannette S. Goodall City Secretary
Jul23,2024 -------------
Form 1295: Not required Contract Authorization:
M&C: Not required
Lease Agreement between the City of Fort Worth and
J.S. Pedi Holdings, LLC
- 7 -
Exhibit "A"
Aerial View
Leased Premises
First floor space outlined in red