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HomeMy WebLinkAboutContract 63719CSC No. 63719 MONTH TO MONTH PARKING LEASE AGREEMENT This Parking Lease Agreement ("Agreement") is entered into by and between the City of Fort Worth, a Texas home -rule municipal corporation, acting by and through it's duly authorized Assistant City Manager, Valerie Washington ("Lessor"), and Amon Carter Museum of American Art, acting by and through it's duly authorized Chief Operating Officer, Scott A. Wilcox ("Lessee"). WHEREAS, Lessor owns a certain piece of property located at 1300 Gendy Street, known as the Fort Worth Community Ails Center (Property); and WHEREAS, Lessee has requested, and the Lessor agrees to allow Lessee the use of six (6) parking spaces on the north side of the Property under the terms and conditions as further described in this Agreement; and NOW THEREFORE, in consideration of the duties, covenants, and obligations under this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the parties hereto agree as follows: WITNESSETH: 1. Lot. Lessor hereby grants Lessee the non -non-exclusive use of six (6) parking spaces on the parking lot as described in Exhibit "A" ("Lot") for parking only. Under no circumstances during the Term will Lessee use or cause to be used on the Lot any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Lot; provided that the presence of fuel, engine oil and hydraulic fluids used for or stored within vehicles parked on the Lot will not be deemed a violation of this Section 1. Lessee shall not install signs, advertising media, or lettering on or near the Lot without prior written approval of Lessor. Lessee will have access to the Lot twenty-four (24) hours a day, seven (7) days a week. Lessor agrees to provide Lessee with reasonable prior notice in the event Lessor desires to access the Lot; provided that Lessor may not interfere with Lessee's use of the Lot in accordance with this Agreement. 2. Condition of Lot. Lessee taking possession of the Lot shall be conclusive evidence that: (a) the Lot is suitable for the purposes and use for which it is leased; and (b) Lessee waives any and all defects in and to the Lot, its appurtenances, and in all the appurtenances thereto. Further, Lessee takes the Lot 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, or guests for any damage to any person or property due to the Lot or any part of any appurtenance thereof being improperly constructed or being or becoming in disrepair. 3. Agreement Term. The term of this Agreement shall commence on the Effective Date and continue on a month to month basis thereafter until terminated by either party with thirty (30) day notice provided to the other party ("Term"). 4. Agreement Fee. As consideration for continue support of the Lessee's operations of the Aill on Carter Museum, no fee will be charged to the Lessee. 5. No Services. Lessor shall not furnish Lessee with any utilities, cleaning, lighting, security, or Parking Lot Lease Agreement - 1 - OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX any other items or services related to the Lot. All operating costs of Lot shall be at Lessee's sole cost and expense. If Lessee wants or needs any utilities, cleaning, lighting, security, or any other items or services while occupying the Lot, then Lessee shall first 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's sole cost. 6. Alterations, Additions, Improvements, and Signage. Lessee shall make no alterations on or additions to the Lot without the prior written consent of Lessor. Any alterations approved by Lessor that are made to the Lot by the Lessee shall be at Lessee's sole cost and expense. All alterations, additions and improvements made to or fixtures or other improvements placed in or upon the Lot shall be deemed a part of the Lot and the property of Lessor at the end of the Term. All such alterations, additions, improvements, and fixtures shall remain upon and be surrendered with the Lot 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 Term with Lessor approval. Upon the termination of this Agreement, whether by lapse of time or otherwise, Lessee shall (i) deliver the Lot 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 tear and damage caused by casualty or condemnation and (ii) upon Lessor request, remove any alterations and make any repairs to the Lot as needed in order to comply with the provisions of Section 13 below. Notwithstanding the foregoing, in no event shall Lessee be required to completely replace or repave the lot 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 OF PROPERTY TO THE EXTENT CAUSED BY (1) THE USE OR OCCUPANCY OF THE LOT BY LESSEE, ITS EMPLOYEES, AGENTS AND LESSEES OR (2) REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY CAUSED BY ANY ACT OR OMISSION ON THE PART OF LESSEE OR ANY LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF LESSEE 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, SHALLDEFEND 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 LOT, WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF THE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS AGREEMENT SO LONG AS THE CAUSE FOR SUCH CLAIM AROSE DURING THE TERM. 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 Parking Lot Lease Agreement -2- 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 AGREEMENT 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 LOT, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE 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, 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 procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, which liability policy shall list the Lessor of Fort Worth as an additional insured as its interest may appear only to the extent of Lessee's obligations under the terms of this Agreement, and specifically excluding any coverage for any loss or injury arising out of or related to additional insured's negligent or willful acts or omissions, and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Lot. Lessee shall obtain the following insurance coverage at the limits specified herein: * Commercial General Liability: $1,000,000.00 per occurrence (Including Products and Completed Operations); In addition, Lessee shall be responsible for all insurance to any personal property of Lessee or in Lessee's care, custody or control. Lessee is allowed to self -insure without the prior written consent of Lessor. Any self -insured retention or other financial responsibility for claims shall be covered directly by Lessee in lieu ofinsurance. 10. Abandoned Property. Lessee's personal property not promptly removed by Lessee from the Lot at the termination of this Agreement, 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 Lot become the property of Lessor, if not removed as required herein. 11. Assignment and Subletting. Lessee shall not assign this Agreement, or any right of Lessee under this Agreement, or sublet the Lot, 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 Agreement; all provided that Lessee's contractors and agents may use the Lot in accordance with the terms and provisions hereof. 12. Damage to Lot or Property of Lessor. If, at any time during the Term, by the acts or Parking Lot Lease Agreement -3- omissions of the Lessee, its employees, agents, or visitors of the Lessee there is damage to the Lot or any property therein is damaged or destroyed, Lessee shall be obligated to pay, on demand, all costs to repair such damage. 13. Repairs and Maintenance. Lessor has no obligation to make repairs of any sort to the Lot. Lessor's sole obligation hereunder is to make the Lot 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 Lot 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 or trucks within the Lot or Property and if a spill of any nature takes place arising from the actions of Lessee, Lessee must notify the Property Manager immediately and is responsible for all clean up and repairs to the extent arising from the spill. 14. Severability. If any clause or provision of this Agreement 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 Term, the intention of the parties hereto is that the remaining parts of this Agreement 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 Agreement on written notice to Lessee. 15. 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 Agreement by giving Lessee fifteen (15) days prior written notice thereof. If Lessee fails to cure such default within fifteen (15) days of receipt of Lessor's default notice than this Agreement and all interest of Lessee hereunder shall automatically terminate, but if Lessee does so cure such default within said fifteen (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 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. If Lessor shall fail to perform or observe any of its obligations hereunder then Lessee may terminate this Agreement by giving Lessor fifteen (15) days prior written 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 hereunder shall automatically terminate, but if Lessor does so cure such default within said fifteen (15) days, Lessee's termination notice will be deemed withdrawn. Such rights of Lessee in the case of a default by Lessor hereunder are not exclusive, but are cumulative of all other rights Lessee 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. 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 Express, by certified mail with return receipt requested, or by express 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: Parking Lot Lease Agreement -4- To Lessor: City of Fort Worth Property Management Department Lease Management 100 Fort Worth Trail, Fort Worth, TX 76102 With a copy to: City of Fort Worth City Attorney 100 Fort Worth Trail Fort Worth, TX 76102 To Lessee: Amon Carter Museum of American Art 3501 Camp Bowie Blvd. Fort Worth, Texas 76107 Attn. Scott A. Wilcox Chief Operating Officer 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. 17. Audit. Pursuant to Chapter 2, Article IV, Division 3, Section 2-134, Administration, Powers and Duties of the Department oflnternal Audit, of the Code of Ordinances of the Lessor of Fort Worth, Lessor may at Lessor's sole cost and expense, at reasonable times during Lessee's normal business hours and upon reasonable notice, audit Lessee's books and records, but only as it pertains to this Agreement and as necessary to evaluate compliance with this Agreement, and subject to Lessee's reasonable discretion to reject requests for confidential information. 18. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee relating to the use of the Lot and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. 19. Amendment. This Agreement may not be amended, modified, extended, or supplemented except by written instrument executed by both Lessor and Lessee. 20. Counterparts. This Agreement 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 PAGE) Parking Lot Lease Agreement -5- In witness whereof, the parties hereto have caused this Agreement to be executed on this 24 day of July 2025 ("Effective Date"). LESSOR: CITY OF FORT WORTH, a Texas home -rule municipal corporation Valerie Washington (Jul 24, 202515,15.27 CDT) By: Valerie Washington Assistant City Manager Date: 07/24/2025 APPROVED BY: By i A_ Marilyn Marvin Director Property Management Department Date; 07/24/2025 APPROVED AS TO FORM AND LEGALITY: By: Candace gliara(Jul 24,2025134O CCDI; L� Candace Pagliara Assistant City Attorney Date: 07/24/2025 gnu 4FORl nod aoF°°° °° � ad a°o �9dd ATTEST: ono o= �.-•-.- A .,Cia9=p3 QdQn nEXA5o4 By: U Jannette S. Goodall City Secretary Date: 07/24/2025 Farm 1295: NA Contract Authorization: M&C: NA Date Parking Lease Agreement LESSEE: AMON CARTER MUSEUM OF AMMRICAN ART By Name: Title: CAD O Date: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER 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: Mark Brbwn(Ju124, 202513:17:12 CDT) Title: Lease Manager, Property Management Departmeni Date: 07/24/2025 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit "All Parking area outlined in red Parking Lease Agreement