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HomeMy WebLinkAboutContract 63823CSC No. 63823 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 its duly authorized Assistant City Manager, Valerie Washington ("Lessor"), and Mercado Northside, LLC, acting by and through its duly authorized Managing Member, Sanjay Chandra ("Lessee"). WHEREAS, Lessor owns a certain piece of property located at 127 NE 14th Street, Fort Worth, Texas 76164 ("Property"), on which is located a parking lot containing a total of one hundred seventy- seven (177) parking spaces (the "Parking Lot"). The Parking Lot is depicted on Exhibit "A" attached hereto; and WHEREAS, Lessee is purchasing the Mercardo Building at 1500 N. Main Street ("Mercardo") adjacent to the Parking Lot; and WHEREAS, Lessee needs to provide parking for the tenants and patrons of the Mercardo; and WHEREAS, Lessee has requested, and the Lessor agrees to enter into a month -to -month Parking Lease Agreement for the non-exclusive use of the Parking Lot at the Property until a 99-year long term Agreement between the parties is finalized, approved by Fort Worth City Council and executed by all parties; 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. Parking Spaces. Lessor hereby grants Lessee the non-exclusive use of the Parking Lot as depicted on Exhibit "A" for parking only. Under no circumstances during the Term will Lessee use or cause to be used on the Parking Lot any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Parking Lot; provided that the presence of fuel, engine oil and hydraulic fluids used for or stored within vehicles parked on the Parking Lot will not be deemed a violation of this Section 1. Lessee shall not install signs, advertising media, or lettering on the Parking Lot without prior written approval of Lessor, which approval shall not be unreasonably withheld and shall be deemed given if Lessor fails to provide its written, reasonable objections within ten (10) business days after Lessor's receipt of request for approval. Lessee, Lessee's tenants, and such tenants' employees, invitees, guests, customers, and agents (collectively, the "Lessee Parties") will have non-exclusive access to the Parking Lot. 2. Condition of Parking Lot. Lessee's taking possession of the Parking Lot shall be conclusive evidence that: (a) the Parking Lot are suitable for the purposes and use for which they are leased; and (b) Lessee waives any and all defects in and to the Parking Lot, their appurtenances, and in all the appurtenances thereto. Further, Lessee takes the Parking Lot and all appurtenances in "AS IS" condition without warranty, expressed or implied, on the part of Lessor. Lessor shall not be liable to the Lessee Parties for any damage to any person or property due to the Parking Lot or any part of any appurtenance thereof being improperly constructed or being or becoming in disrepair. 3. Agreement Contingency and Term. This term of this Agreement shall go into effect and Parking Lease Agreement between OFFICIAL RECORD City of Fort Worth and Mercardo Northside LLC 1 CITY SECRETARY FT. WORTH, TX commence on the date the Lessee takes ownership of the Mercardo ("Effective Date") and expire thirty (30) days after the Effective Date. This Agreement shall automatically renew every thirty (30) days and automatically expire upon execution of a 99-year long term Agreement. ("Term"). This agreement is only valid upon Lessee's ownership of the Mercardo. 4. Agreement Fee. Due to the non-exclusive use by Lessee, no agreement fee will be required. 5. Alterations, Additions, Improvements, and Signage. Lessee shall make no alterations on or additions to the Parking Lot without the prior written consent of Lessor, which consent shall not be unreasonably withheld and shall be deemed given if Lessor fails to provide its written, reasonable objections within ten (10) business days after Lessor's receipt of request for consent. Any alterations approved by Lessor that are made to the Parking 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 Parking Lot shall be deemed a part of the Parking 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 Parking 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, which approval shall not be unreasonably withheld and shall be deemed given if Lessor fails to provide its written, reasonable objections within ten (10) business days after Lessor's receipt of request for approval. Upon the termination of this Agreement, whether by lapse of time or otherwise, Lessee shall (i) deliver the Parking 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 Parking 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 surface of the Parking Lot. 6. 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 PARKING LOT BY THE LESSEE PARTIES, OR (2) REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY CAUSED BY ANY ACT OR OMISSION ON THE PART OF ANY OF THE LESSEE PARTIES, 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'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 PARKING 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. Parking Lease Agreement between City of Fort Worth and Mercardo Northside LLC (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 AGREEMENT EVEN IF NOTICE WAS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. 7. Waiver of Liability. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE PARKING 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 ANY OF THE LESSEE PARTIES, 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 OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. 8. 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 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 Parking 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 of insurance. 9. Abandoned Property. Lessee's personal property not promptly removed by Lessee from the Parking 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 Parking Lot become the property of Lessor, if not removed as required herein. 10. Condemnation. If all or any portion of the Property is taken or condemned by eminent domain or any authority having the power of eminent domain, and such taking materially impairs Lessee's use of the Property, Lessee shall have the right to terminate this Agreement upon thirty (30) days' written notice to Lessor. Any condemnation award or payment shall be allocated between Lessor and Lessee as follows: Lessor shall receive the value of the underlying fee interest, and Lessee shall be entitled to the value of its Parking Lease Agreement between City of Fort Worth and Mercardo Northside LLC leasehold estate, including any unamortized value of improvements made by Lessee and any relocation expenses. 11. Assignment and Subletting. Lessee may not assign this Agreement or sublease the Parking Lot to an affiliate or in connection with a sale of substantially all of Lessee's assets, without prior written notice and consent by Lessor . 12. Damage to Parking Lot or Property of Lessor. If, at any time during the Term, by the acts or omissions of any of the Lessee Parties there is damage to the Parking Lot or any property therein is damaged or destroyed, Lessee shall be obligated to pay, within thirty (30) days after demand from Lessor, all reasonable costs to repair such damage, or alternatively, at Lessee's option, Lessee shall cause such damage or destruction to be repaired or restored. 13. Repairs and Maintenance. Lessor's obligation hereunder is to make the Parking Lot available to Lessee in accordance with and subject to the covenants, restrictions and limitations set forth herein and to make general repairs as needed, including striping parking spaces as needed, to keep the Parking Lot usable for Lessee. Lessee shall use the Parking Lot 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 no time may there be any maintenance of any vehicles, including but not limited to, trailers, trucks, recreational vehicles and automobiles, by any of the Lessee Parties within the Parking Lot or Property and if a spill of any nature takes place arising from the actions of a Lessee Party, Lessee must notify the Lessor 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 thirty (30) days prior written notice thereof, provided that (i) if Lessee fails to cure such default within thirty (30) days of receipt of Lessor's default notice then this Agreement and all interest of Lessee hereunder shall automatically terminate, but (ii) if Lessee does so cure such default within said thirty (30) 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 then 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. Parking Lease Agreement between City of Fort Worth and Mercardo Northside LLC (c) Termination at will. This Agreement may be terminated for any reason by either party by providing the other party written thirty (30) day notice. 16. Notice. Any notice hereunder must be in writing. Notice may be sent via email 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: 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: Mercado Northside, LLC Attn: Rory Maguire 451 South Main Street, Suite 200 Fort Worth, Texas 76104 With copies to: CHC Management 451 South Main Street, Suite 200 Fort Worth, Texas 76104 Kelly Hart & Hallman, LLP Attn: Andy Rogers 201 Main Street, Suite 2500 Fort Worth, Texas 76102 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 of Internal Audit, of the Code of Ordinances of the Lessor, 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 Parking Lot and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either parry 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. 21. Right of First Refusal. In the event Lessor receives a bona fide offer to purchase all or any part of the Property which Lessor desires to accept (the "Offer"), Lessor shall promptly provide written notice to Lessee of the material terms of such Offer. Lessee shall have the right, exercisable within thirty (30) days of receipt of such notice, to purchase the Property on terms acceptable to the Lessor.. If Lessee fails to timely exercise such right, Lessor may proceed with the sale on terms no more favorable to the buyer. Parking Lease Agreement between City of Fort Worth and Mercardo Northside LLC (SIGNATURES APPEAR ON FOLLOWING PAGE) Parking Lease Agreement between City of Fort Worth and Mercardo Northside LLC In witness whereof, the parties hereto have caused this Agreement to be executed on this day of , 2025 ("Effective Date"). LESSOR: CITY OF FORT WORTH, a Texas lhome-rule municipal corporation By: Valerie Washington TAug 18,202510:14.56 CDT) Valerie Washington Assistant City Manager Date: 08/18/2025 APPROVED BY: By: Marilyn Marvin Director Property Management Department Date: 08/18/2025 APPROVED AS TO FORM AND LEGALITY: Cagi4ace Taati(ma By. Candace Pagliara(Aug 14,2025i4:59:58 CDT) Candace Pagliara Assistant City Attorney Date: 08/14/2025 u pp, `-Q,, ATTEST: 8 /V) A�aaa�a4 By: Jannette S. Goodall City Secretary Date: 08/18/2025 Form 1295: NA Contract Authorization: M&C: NA Date LESSEE: MERCADO NORTHSIDE, LLC, a Texas limited liability company By: �••_ (� Name: Sanjay Chandra Title: Managing Member Date: 8.14.2025 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 Brawn (Aug 14,202514:34.09 CDT) Title: Lease Manager, Property Management Departmeni Date: 08/14/2025 OFFICIAL RECORD Parking Lease Agreement between CITY SECRETARY City of Fort Worth and Mercardo Northside LLC 7 FT. WORTH, TX Exhibit "A" Parking Lease Agreement between City of Fort Worth and Mereardo Northside LLC V3- Document Parking Lot Lease —Final Parking Lot Lease Agreement Exhibit `B"