HomeMy WebLinkAboutContract 49057 CITY SECRETARY/'
CONTRACT N0,
LEASE AGREEMENT
This Lease Agreement ("Agreement") is made and entered into to be effective as of the
day of April, 2017, by and between Tarrant County, a political subdivision, ("Tarrant") and
the City of Fort Worth, Texas, a home-rule municipal corporation("Fort Worth").
WHEREAS, Tarrant has acquired title to the tract of real property hereinafter specifically
described on Exhibit 1, and the improvements thereon including a multi-story building
("Building") and a parking garage ("Parking Garage") (collectively, the "Property") from Fort
Worth on or about April , 2017;
WHEREAS, Fort Worth utilizes a portion of the Property ("Leased Premises"), described
in Exhibit 2,to perform certain public safety functions for its public safety;
WHEREAS, notwithstanding Tarrant's acquisition of the Property, Tarrant has agreed to
permit Fort Worth to remain in and upon the Property upon the terms and conditions set forth
herein; and
WHEREAS, Tarrant and Fort Worth desire to define their respective duties and
obligations with respect to the Property by this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements, the
recitals, which are not recitals only but form part of this Agreement, and other good and valuable
consideration, including Fort Worth's obligation to make the rental payments, Tarrant and Fort
Worth agree as follows:
1. Lease of the Leased Premises. In consideration of the obligation of Fort Worth to
pay rent and in consideration of the other terms, provisions, and covenants hereof, Tarrant
hereby demises and leases to Fort Worth, and Fort Worth hereby takes and rents from Tarrant,
the Leased Premises. Tarrant covenants that Fort Worth shall, upon paying the rent and
observing the other covenants and conditions herein, peaceably and quietly hold and enjoy the
Leased Premises during the term of this Agreement or as it may be extended and shall not be
disturbed or interfered with by Tarrant or by any person claiming by,through or under Tarrant.
2. Basement Level.
For the basement level as outlined in Exhibit 2 ("Basement Level"), the lease term shall
be for a period of ten (10) years, beginning on the date of closing of the conveyance of the
Property from Fort Worth to Tarrant ("Commencement Date") and ending on the last day of the
tenth year, unless sooner terminated as hereinafter provided("Basement Term").
RENEWAL OPTION. By mutual agreement between Fort Worth and Tarrant, the Basement
Level lease may be renewed up to 2 consecutive times for a period of 60 months each,
under the same terms and conditions. Fort Worth shall give Tarrant written notice of
intention to exercise this option at least 12 months prior to expiration of the Basement
Term. Tarrant shall give Fort Worth written notice of intention not to awl wah
OFFICIAL RECORD
Page 1 of 20 CITY SECRETARY
FT.WORTH,TX
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no later than 60 months before the expiration date of the Basement Term or any renewal
terms. Renewal is subject to the approval of Tarrant County Commissioners Court.
MONTHLY RENTAL. For the Basement Level lease, Fort Worth agrees to pay Tarrant
$14,536.46 per month during the Basement Term. The monthly rentals provided for
herein shall be due and payable by Fort Worth in advance on the first day of the month
for which said rentals are due. If Tarrant does not receive a rent within five days after the
date rent is due, Fort Worth will pay Tarrant a late charge equal to 5% of the monthly
rental. This late charge is a cost associated with the collection of rent and Tarrant's
acceptance of a late charge does not waive Tarrant's rights to exercise other remedies
described in this lease.
After the first five (5) years of the Basement Term, and at five (5) year intervals for the
rest of the Basement Term and during the renewal terms, the monthly rent will be
adjusted to reflect increases in the following Consumer Price Index of the Bureau of
Labor Statistics of the United States Department of Labor: Consumer Price Index—All
Urban, All Items, Dallas-Fort Worth Area, using 2017 as the base year.
All rent and additional rent due under this Agreement for the Leased Premises is payable
to Tarrant County, 100 East Weatherford Street, Fort Worth, Texas 76196, Attention to
Tarrant County Auditor's Office.
ADDITIONAL RENTAL. After the expiration of the Upper Levels Term, Fort Worth shall
pay to Tarrant as additional rent 7.6% of the cost of all utilities of gas, water, and electric
for the Building. Fort Worth shall reimburse Tarrant for utilities within 60 days of
receipt of invoice from Tarrant to Fort Worth.
MAINTENANCE OF LEASED PREMISES. Maintenance and repair obligations shall be as set
forth in Exhibit 3. Fort Worth also shall be responsible for (i) Fort Worth's computer
room, (ii) Fort Worth's phone, and (iii) until Fort Worth vacates the Upper Floors, the
emergency generator and associated equipment (after which time Tarrant shall maintain
same as set forth in Exhibit 3). Notwithstanding anything herein to the contrary, Tarrant
shall be obligated to repair and restore the Leased Premises and any Building system that
is Fort Worth's responsibility under Exhibit 3 if the Leased Premises, or the uses of the
Leased Premises by Fort Worth, are altered, damaged, or destroyed as a result of the
Tarrant's use of the Property as a jail facility. Fort Worth shall maintain the interior of
the Basement Level for the Basement Term. Fort Worth will be responsible for costs to
repair Building systems damaged by Fort Worth or prisoners of Fort Worth. Tarrant may
remove the emergency diesel generator and related equipment as needed for Tarrant to
redevelop the adjacent property upon 12 months' written notice to Fort Worth. Fort
Worth, at Fort Worth's sole cost and expense, may replace and install a new emergency
generator in a size capable of serving the Basement Level only, in a location on the
Leased Premises that is mutually agreed upon by the parties.
COMMON AREAS. Tarrant shall maintain the Basement Common Area on the Basement
Level as it determines in its sole discretion. The Basement Common Area is for the
common use of all tenants, including, among other facilities, halls, pedestrian walkways,
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lobbies,drinking fountains,public toilets,and elevators. Fort Worth and its employees and
invitees have the nonexclusive right to use the Basement Common Area.
PARKING. For the Basement Term, the lease includes the use of 13 parking spaces on the
surface lot next to the Building as shown on Exhibit 4, subject to availability because of
construction work and redevelopment of the area by Tarrant. If the 13 spaces on the lot
become unavailable, Tarrant will provide 13 security access cards to Fort Worth to access
the Parking Garage. The lease also includes parking in and access cards to the Parking
Garage on the following availability schedule:
39 spaces during the hours of 7 am to 4 pm
26 spaces during the hours of 3 pm to 1 I pm
23 spaces during the hours of I 1 pm to 7 am
These 88 time-limited access cards to the Parking Garage shall be included in, and not in
addition to, the 140 access cards for the parking for the Upper Levels Term set forth in
Section 3 below. Parking will be at no additional charge for the first five years of the
agreement. Years six through the expiration or termination of this Agreement will be
subject to costs per space according to the most current Tarrant policy regarding parking
fees for employees.
3. Upper Levels. For the portion of the Ist Floor, and the entire 2"d, 3rd,and 4th Floor
Levels as outlined in Exhibit 2 (collectively, the "Upper Levels"), the lease term shall be for a
period of one (1)year beginning on the Commencement Date ("Upper Levels Term").
RENEWAL OPTION. There is no renewal option.
MONTHLY RENTAL. For the Upper Levels, Fort Worth agrees to pay Tarrant $1.00 per
month during the Upper Levels Term. The monthly rentals provided for herein shall be
due and payable by Fort Worth in advance on the first day of the month for which said
rentals are due.
ADDITIONAL RENTAL. For the Upper Levels Term, Fort Worth shall pay to Tarrant as
additional rent 48% of the Building electricity costs, 8% of the water and gas and shall
perform the maintenance of the Leased Premises as set forth herein. Fort Worth shall
reimburse Tarrant for utilities within 60 days of receipt of invoice from Tarrant to Fort
Worth.
MAINTENANCE OF LEASED PREMISES. Maintenance and repair obligations shall be as set
forth in Exhibit 3. Notwithstanding anything herein to the contrary, Tarrant shall be
obligated to repair and restore the Leased Premises and any Building system that is Fort
.Worth's responsibility under Exhibit 3 if the Leased Premises, or the uses of the Leased
Premises by Fort Worth, are altered, damaged,or destroyed as a result of the Tarrant's use
of the Property as a jail facility. Fort Worth shall maintain the interior of the Basement
Level Leased Premises for the term of this lease. Fort Worth will be responsible for costs
to repair Building systems damaged by Fort Worth or prisoners of Fort Worth.
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COMMON AREAS. Fort Worth agrees to maintain the Upper Level Common Area on the
2"d, Yd,and 4rh Floors of the Property as it determines in its sole discretion. Tarrant shall
maintain the Upper Level Common Area on the 1St Floor as it determines in its sole
discretion. The"Upper Level Common Area" is that part of the Building on floors 1, 2, 3
and 4, as shown on Exhibit 2, that is for the common use of all tenants, including, among
other facilities, halls,pedestrian walkways, lobbies, delivery passages, drinking fountains,
and public toilets. Fort Worth and its employees and invitees have the nonexclusive right
to use the Upper Level Common Area.
PARKING. Parking for the Upper Levels Term, the lease includes the use of 140 access
cards to access the Parking Garage for non-reserved spaces in the Parking Garage.
VACATE PREMISES.Upon the expiration of the Upper Levels Term,Fort Worth shall vacate
the portions of the Upper Levels as outlined in Exhibit 2, Page 3 and 4. Fort Worth shall
remove personal property of Fort Worth(including furniture,storage racks,exposed wiring
and cabling, wall, ceiling and floor mounted items, equipment) and turn over the area to
Tarrant broom clean and trash free.
4. Holdover. At the sole and absolute discretion of Tarrant, Tarrant may permit Fort
Worth to possess the Leased Premises after the expiration of any applicable lease term or the
termination of this Agreement. Any such possession by Fort Worth shall be(i)subject to the terms
of this Agreement,(ii)deemed to be a month-to-month tenancy,and(iii)terminable by either party
upon thirty (30) days written notice. Rent shall be due and payable for any such period. For any
periods of possession of the Leased Premises by Fort Worth after the expiration or termination of
this Agreement or any agreed-upon lease term herein, Fort Worth shall pay Tarrant $20.00 per
square foot per year for the amount of space being occupied by Fort Worth. Such installments of
rent shall be paid to Tarrant without demand and without offset at the address specified in this
Agreement, or as elsewhere designated from time to time by written notice from Tarrant to Fort
Worth.
5. Condition of the Leased Premises. Fort Worth expressly acknowledges and
agrees that it has conducted a full, complete physical examination of the Leased Premises
and hereby accepts the Leased Premises, AS IS, WHERE IS, AND WITHOUT ANY
WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE
INTENTION OF TARRANT AND FORT WORTH TO EXPRESSLY NEGATE AND
EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY LAW,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF
SUITABILITY, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR ANY PARTICULAR PURPOSE, CONTAINED IN OR CREATED BY ANY
APPLICABLE LAW OF THE STATE OF TEXAS.
6. Security Deposit. Tarrant and Fort Worth each acknowledge and agree that
no security deposit for the Leased Premises has been received by Tarrant from Fort Worth,
and therefore, Tarrant shall have no obligation to refund any such amounts to Fort Worth
upon the termination of this Agreement.
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7. Taxes.
Because Tarrant and Fort Worth are governmental entities, it is anticipated that the Leased
Premises will be exempt from ad valorem taxes. In the event that the Leased Premises or any of
Fort Worth's personal property on the Leased Premises is taxed, Fort Worth shall be responsible
for such taxes attributable to Fort Worth and its possession of the Leased Premises hereunder.
8. Alterations and Improvements.
A. Except as provided in Paragraph 8(B)below, Fort Worth shall make no alterations
or improvements to the Leased Premises ("Fort Worth Improvements") without the prior written
consent of Tarrant after receipt and review of plans therefore, which consent shall not be
unreasonably withheld. Any Fort Worth Improvements approved by Tarrant and made by Fort
Worth after the Commencement Date that remain on the Leased Premises after the termination of
this Agreement shall become the property of Tarrant and may be disposed of as Tarrant may
determine with no liability or obligation to Fort Worth. Fort Worth, at its sole cost and expense,
shall be responsible for any additional changes to the Leased Premises or the Property required as
a result of Fort Worth Improvements pursuant to the Americans with Disabilities Act of 1990 and
the Texas Accessibility Standards, as amended.
B. Tarrant shall be obligated to restore the Property, Leased Premises, Building
systems, Basement Common Area, and Upper Level Common Area, at Tarrant's sole cost and
expense, if such are altered, damaged, or destroyed as a result of the Tarrant's use of the Property.
9. Use of Leased Premises.
A. Fort Worth may use the Leased Premises only for governmental purposes.
B. Signs. The design, size, materials, lighting and location of all signs outside the
Leased Premises must be first approved in writing by County. No sign shall be installed unless
and until County's written approval of such sign has been obtained by Fort Worth.
C. Trash Receptacles. Fort Worth shall furnish, at Fort Worth's sole cost and expense,
trash and garbage receptacles and trash and garbage removal from the Leased Premises. Fort
Worth shall not store or place anything outside of the Leased Premises without County's prior
written approval.
10. Right of EntrX. Upon 24 hours' advanced written request of Tarrant, Fort Worth
agrees to cooperate with Tarrant for entry to the Leased Premises to accommodate Tarrant's
conduct of surveys and inspections so long as such surveys or inspections do not interfere with
Fort Worth's use of the Leased Premises. Due to the sensitive and confidential nature of Fort
Worth's intended use of the Leased Premises, in no event shall Tarrant enter the Leased Premises
without the express permission of Fort Worth. Request for entry shall be directed to Assistant
Chief or Deputy Chief over Finance and Personnel, 501 W. Felix, Fort Worth, Texas 76115.
11. Exceptions from Liability.
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A. Except as otherwise expressly provided in this agreement,Tarrant shall not be liable
for any damage or injury to the persons, business (or any loss of income), goods, inventory,
furnishings, fixtures, equipment, merchandise or other property of Fort Worth, Fort Worth's
employees, invitees, customers or any other person in or about the Leased Premises or Property,
whether the damage or injury is caused by or results from: (a)fire, steam,electricity, water, sewer,
gas or wind; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances,plumbing,air conditioning or lighting fixtures or any other cause;(c)conditions arising
on or about the Property or upon other portions of any building of which the Property is a part, or
from other sources or places; or (d) any act or omission of any other tenant on the Property. The
provisions of this Section are excepting any direct (but not consequential) damages to the extent
caused by the gross negligence or willful misconduct of Tarrant or its employees.
B. Except as otherwise expressly provided in this Agreement,Tarrant will not be liable
to Fort Worth and Fort Worth's obligations under this Agreement will not be reduced or abated,
by reason of any inconvenience,annoyance,interruption or injury to business arising from Tarrant
making any maintenance, repairs or alterations in or to any portion of the Property or the Leased
Premises or in or to the fixtures, equipment or appurtenances of the Property or the Leased
Premises,which Tarrant is required or permitted to make by this Agreement,or which are required
by law,or which Tarrant deems appropriate,excepting any direct(but not consequential)damages
to the extent caused by the gross negligence or willful misconduct of Tarrant or its employees.
Provided, however, that if any maintenance, repairs, or alterations in or to any portion of the
Property or the Leased Premises are performed by Tarrant pursuant to this Agreement, and Fort
Worth is unable to utilize any part of the Leased Premises for their intended use for a period greater
than ten (10) business days, then rent paid by Fort Worth hereunder shall be abated at a prorated
amount corresponding to the proportion of the Leased Premises that is unusable.
C. Tarrant will not be liable to Fort Worth for any loss, liability, damage or expense
which Fort Worth may sustain or incur if(i)the electrical power supplied to the Leased Premises
by Tarrant's emergency power system is interrupted due to an event of Force Majeure (as defined
below); or(ii)the quantity or character of electrical power supplied by Tarrant's emergency power
system is no longer suitable for Fort Worth if Fort Worth's requirements exceed the level of Fort
Worth's demand for electrical power as of the effective date of this Agreement. Notwithstanding
anything to the contrary contained in this Section, in no event will Tarrant be liable to Fort Worth
or any third person for consequential damages. Provided, further, that Tarrant will maintain in
good working order and condition all equipment and conductors required to furnish the Leased
Premises with normal and emergency electrical power; will not interrupt or diminish electrical
power supplied to the Leased Premises unless required due to an emergency; and will use its best
efforts to notify Fort Worth not less than 5 business days in advance of an anticipated or planned
interruption or diminution of power. "Force Majeure"as used in this Agreement shall mean reason
of war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations,
or interferences, delays caused by unforeseen construction or site issues, fire or other casualty,
court injunction,necessary condemnation proceedings, acts of the other party, its affiliates/related
entities and/or their contractors, or any actions or inactions of third parties or other circumstances
which are reasonably beyond the control of the party obligated or permitted under the terms of this
Agreement to do or perform the same.
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D. Fort Worth shall not be liable for any loss, liability, damage, expense, or injury to
the persons, business (or any loss of income), goods, inventory, furnishings, fixtures, equipment,
merchandise or other property of Tarrant, Tarrant's employees, invitees, prisoners, customers or
any other person in or about the Leased Premises or Property, if such damage or injury arises out
of or in connection with, directly or indirectly, the acts or omissions of Tarrant's prisoners in the
Tarrant jail facility.
13. Insurance.
A. Tarrant shall maintain policies of insurance covering loss of or damage to the
Property and the Building in an amount or percentage of replacement value as Tarrant deems
reasonable in relation to the age, location, type of construction and physical condition of the
Building and the availability of insurance at reasonable rates. Tarrant will base these values on
appraisals performed by a vendor of Tarrant's choice.
B. Fort Worth shall maintain policies of insurance,or self-insure,for loss of or damage
to Fort Worth's personal property in the Leased Premises. In the event the Leased Premises or
Fort Worth's contents or personalty located thereon or therein are damaged or destroyed by fire or
other casualty for which insurance is maintained by Fort Worth, the rights of Fort Worth against
Tarrant with respect to such damage or destruction or claim are waived; all rights of subrogation
in favor of any other third party are waived; all policies of insurance shall contain a clause or
endorsement providing in substance that the insurance shall not be prejudiced if Fort Worth has
waived right of recovery from any person or persons prior to the date and time of loss or damage,
if any. The failure of Fort Worth to obtain such endorsements, however, shall not negate or
otherwise adversely affect the waiver of subrogation herein set forth,which waiver in all instances
shall be binding upon Fort Worth and its respective insurers, as well as any other person asserting
a claim by,through, or under Fort Worth.
C. Fort Worth shall not permit any operation or activity to be conducted, or storage or
use of any volatile or any other materials, on or about the Leased Premises that would cause
suspension or cancellation of any insurance policy carried by Tarrant, or increase the premiums
therefore, without the prior written consent of Tarrant. If Fort Worth's use or occupancy of the
Leased Premises causes an increase in the premiums for any insurance policy carried by Tarrant,
Fort Worth shall pay to Tarrant, as additional rental, the amount of the increase within 60 days
after demand and presentation by Tarrant of written evidence of the increase.
14. Environmental Matters.
A. For purposes of this Agreement, "Hazardous Materials"means and includes those
substances deemed hazardous, toxic or dangerous under any Hazardous Material Law (defined
below), including, without limitation, asbestos or any substance containing asbestos, the group of
organic compounds known as polychlorinated biphenyls, flammable explosives, radioactive
materials, chemicals known to cause cancer or reproductive toxicity, pollutants, effluents,
petroleum and fuels derived therefrom,contaminants,emissions or related materials,and any items
included in the definition of hazardous or toxic waste, materials, chemical compounds or
substances under any Hazardous Material Law. "Hazardous Material Laws" collectively means
and includes any present or future local,state or federal law or treaty,and any amendments thereto,
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including any common law doctrine of liability, relating to the environment, environmental
protection or environmental conditions, including, without limitation, (i) the Endangered Species
Act of 1973, 16 U.S.C. §§ 1531 et seq. ("ESA"), as amended from time to time; (ii) the Solid
Waste Disposal Act,42 U.S.C. §§ 6901 et seq., as amended from time to time, including, without
limitation, as amended by the Resource Conservation and Recovery Act of 1976 ("RCRA") and
the Hazardous and Solid Waste Amendment of 1984; (iii) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601 et seq., as
amended from time to time, including, without limitation, as amended by the Superfund
Amendments and Reauthorization Act of 1986 ("SARA"); (iv) the Federal Water Pollution
Prevention and Control Act, 33 U.S.C. §§ 1251 et seq., as amended from time to time; (v) the Air
Pollution Prevention and Control Act, 42 U.S.C. §§ 7401 et seq., as amended from time to time;
(vi)the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., as amended from time to time;
(vii) the Safe Drinking Water Act, 42 U.S.C. §§ 300f-300j, as amended from time to time; (viii)
the Texas Hazard Communication Act,Tex.Health&Safety Code §§ 502.001 et seq.,as amended
from time to time; (ix) the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§
361.001, et seq., as amended from time to time; (x) Chapter 26 of the Texas Water Code, as
amended from time to time; (xi)the Texas Clean Air Act, Tex. Health& Safety Code §§ 382.001,
et seq., as amended from time to time; and (xii) all rules, regulations, orders and decrees now or
hereafter promulgated under any Hazardous Material Law.
B. Fort Worth shall not allow or permit the Leased Premises to be used for the
handling, transportation, storage, treatment or other use of any Hazardous Material, except those
de minimus amounts customarily found in a police facility or used in the operation, maintenance
or repair of equipment, and improvements in the Lease Premises and those shown on Exhibit 2.
C. Fort Worth shall comply with all Hazardous Material Laws throughout the term of
this Agreement, including, but not limited to, any Hazardous Material Laws applicable to any
maintenance,alterations, or improvements performed by Fort Worth on or to the Leased Premises
where the presence of asbestos is discovered. In the event Fort Worth should fail to perform such
responsibility, Tarrant may do so and all actual costs and expenses incurred by Tarrant shall be
reimbursed to Tarrant by Fort Worth.
D. Fort Worth shall commence or cause to be commenced appropriate actions required
by applicable Hazardous Material Law to clean up the Hazardous Materials that have been
Released on the Leased Premises related to Fort Worth's emergency power generator and related
tank, pipes, and equipment (collectively referred to as "Response Action") and shall conduct and
perform or cause to be conducted or performed all appropriate Response Action in accordance
with applicable Environmental Law. "Release" or "Released" means disposed, discharged,
injected, spilled, leaked, leached, dumped, emitted, escaped or emptied in, on, or under any land,
water, or air, or otherwise entered into the environment, and as otherwise more broadly defined in
applicable Hazardous Material Law.
15. Damage or Destruction.
A. Notice. If any buildings or other improvements situated on the Property or Leased
Premises are damaged or destroyed by fire,flood, windstorm,tornado or other casualty, Fort Worth
shall immediately give written notice of the damage or destruction to Tarrant.
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B. Partial Damage.If the Building or other improvements situated on the Property are
damaged by fire, tornado or other casualty, but not to such an extent that rebuilding or repairs
cannot reasonably be completed within one hundred twenty (120) days from the date Tarrant
receives written notification by Fort Worth of the occurrence of the damage, then this Agreement
will not terminate, but Tarrant shall proceed with reasonable diligence to rebuild or repair the
Building and other improvements on the Property(other than the Leased Premises)to substantially
the condition they were in before the damage. Tarrant will not be required to rebuild or repair the
damage if the rebuilding or repair of the damage is estimated by the professionals who would
perform the construction or repairs to take longer than all outstanding renewal terms on the
Agreement. Tarrant may, at Tarrant's option, terminate this Agreement by promptly delivering a
written termination notice to Fort Worth, in which event the rent will be abated for the unexpired
portion of the Term, effective on the date of receipt by Tarrant of the written notification of the
damage. To the extent the Property cannot be occupied(in whole or in part) after the casualty,the
rent payable under this Agreement during the period the Property cannot be fully occupied will be
adjusted equitably.
C. Substantial or Total Destruction. If the Building or other improvements situated on
the Property are substantially or totally destroyed by fire,tornado,or other casualty,or so damaged
that rebuilding or repairs cannot reasonably be completed within one hundred twenty (120) days
after the date Tarrant receives written notification from Fort Worth of the occurrence of the
damage, either Tarrant or Fort Worth may terminate this Agreement by promptly delivering a
written termination notice to the other party, in which event the monthly installments of rent will
be abated for the unexpired portion of the Term,effective on the date of the damage or destruction.
If neither party promptly terminates this Lease, Tarrant shall proceed with reasonable diligence to
rebuild and repair the Building and other improvements (except that Fort Worth shall rebuild and
repair Fort Worth's Leased Premises). To the extent the Property cannot be occupied(in whole or
in part) after the casualty, the rent payable under this Agreement during the period the Property
cannot be fully occupied will be adjusted equitably.
16. Assignment or Encumbrance.
A. Without the prior written consent of Tarrant, which may be withheld in Tarrant's
sole discretion,Fort Worth may not mortgage,pledge,encumber or assign this Agreement or sublet
the Leased Premises, in whole or in part, to any person, firm, organization or corporation. Any
attempted sublease or assignment without such consent shall be void and of no effect.
B. Fort Worth agrees that it will not create or suffer to be created any lien,
encumbrance or charge upon the Leased Premises. Fort Worth shall satisfy or cause to be
discharged, or will make adequate provision to satisfy and discharge, within sixty(60) days after
the same occurs, all claims and demands for labor,materials, supplies or other items which, if not
satisfied,might by law become a lien upon the Leased Premises or any part thereof.
17. Defaults and Remedies; Termination.
A. Fort Worth's failure to perform or observe any covenant or condition of this
Agreement shall, if continuing thirty (30) days after written notice thereof to Fort Worth (or, if
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such default is of a nature that it cannot be completely cured within such thirty (30) days, if Fort
Worth does not commence such curing within thirty (30) days and thereafter proceed with
reasonable diligence and in good faith to cure such default), constitute an "Event of Default"
hereunder.
B. This Agreement and the term and estate hereby granted and the demise hereby made
are subject to the limitation that if and whenever any Event of Default shall occur,Tarrant may, at
its option, terminate this Agreement, in which event Fort Worth shall surrender possession of the
Leased Premises to Tarrant, and in connection therewith Tarrant may enter upon and take
possession of the Leased Premises and expel or remove Fort Worth after Fort Worth receives
notice of such Event of Default.
C. In the event Tarrant elects to terminate this Agreement by reason of an Event of
Default,then, notwithstanding such termination, Fort Worth shall be liable to Tarrant for the sum
of any indebtedness accrued to the date of such termination.
D. If Tarrant defaults in the performance of any of the terms, covenants, or conditions
of this Lease, Fort Worth may give to Tarrant written notice of such default, and if Tarrant does
not cure such default within thirty(30) days, after the giving of such notice (or, if such default is
of a nature that it cannot be completely cured within such thirty (30) days, if Lessee does not
commence such curing within thirty (30) days and thereafter proceed with reasonable diligence
and in good faith to cure such default),then Fort Worth may either(i) terminate this Lease on not
less than thirty(30)days written notice to Tarrant, and on the date specified in said notice the term
of this Lease shall terminate, or(ii) cure Tarrant's default, and deduct the actual expense and cost
of such cure from Fort Worth's rent due under this Agreement.
E. Fort Worth may terminate this Agreement for convenience with one years' written
notice to the Tarrant, or as otherwise agreed to by the parties in writing. Tarrant may terminate
this Agreement for convenience with five years' written notice to Fort Worth, or as otherwise
agreed to by the parties in writing. F. Condition upon Termination. Upon the expiration or
termination of this Agreement, Fort Worth shall surrender the Leased Premises to Tarrant broom
clean. Fort Worth may remove all Fort Worth personal property, furniture, equipment, exposed
cables, exposed IT/phone wiring and equipment, Fort Worth personal property items mounted to
the floor,walls and ceilings. Fort Worth shall remove all Fort Worth trash and leftover Fort Worth
personal property from the Property at the request of Tarrant.
18. Notices.
A. All notices to Tarrant shall be sent to:
David Phillips
Director of Facilities Management
Tarrant County
100 West Weatherford, Room 460
Fort Worth, TX 76196
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With a copy to:
G.K. Maenius
Tarrant Administrator
Tarrant County
100 East Weatherford, Room 401Fort Worth, Texas 76102-4995
B. All notices to Fort Worth shall be sent to:
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: City Manager
With a copy to:
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: City Attorney
C. Mailing of all notices under this Agreement shall be deemed sufficient if mailed
certified, return receipt requested and addressed as specified herein to the other party's address.
All time periods related to any notice requirements specified in this Agreement shall commence
upon the terms specified in the section requiring the notice. In the absence of any such provision,
notice shall be deemed effective on the earlier of actual receipt or three (3) days after mailing.
19. No Options or Rights of First Refusal. It is expressly agreed and acknowledged
that this Agreement is limited to the Leased Premises. Fort Worth shall have no rights to lease
from Tarrant any lands other than the Leased Premises, and all options or rights of first refusal in
and to any portion of the Property, if any, are hereby expressly terminated.
20. Entire Agreement; Modification. This Agreement shall constitute the entire
agreement of Tarrant and Fort Worth, and shall supersede any prior agreements, either oral or
written,pertaining to the Leased Premises. This Agreement cannot be changed or modified orally,
but only by an instrument in writing signed by both parties.
21. Waivers. One or more waivers of any covenant, term, or condition of this
Agreement by either Tarrant or Fort Worth shall not be construed as a waiver of a subsequent
breach of the same covenant,term, or condition. The consent or approval by either Tarrant or Fort
Worth to or of any act by the other party requiring such consent or approval shall not be deemed a
waiver or render unnecessary consent to or approval of any subsequent similar act.
22. No Partnership. No provisions of this Agreement shall be deemed or construed to
constitute a partnership or joint venture. Fort Worth shall have no express or implied right or
authority to assume or create any obligations on behalf of or in the name of Tarrant.
23. Choice of Law; Venue. This Agreement and the relationship created hereby shall
Page 11 of 20
be governed by the laws of the State of Texas. Exclusive venue for any action brought to interpret
or enforce the terms of this Agreement or for any breach shall be in Fort Worth, Tarrant County,
Texas.
24. Construction.
A. Whenever used herein the singular number shall include the plural and the plural
number shall include the singular. Whenever used herein the masculine gender shall include the
feminine and neuter genders and the neuter gender shall refer to any gender.
B. Paragraph headings used in this Agreement are intended for convenience only and
not necessarily to describe the intent of a particular Paragraph and therefore shall not be construed
as limiting the effect of any provision of this Agreement.
25. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or
construed to waive either party's sovereign immunity.
26. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
27. Effectiveness.
A. This Agreement shall be binding upon Tarrant only when approved by Tarrant
Commissioners Court and signed by its County Judge and shall be of no force and effect until so
executed.
B. This Agreement shall be binding upon Fort Worth only when approved by the City
of Fort Worth City Council and signed by its Assistant City Manager and shall be of no force and
effect until so executed.
[SIGNATURES ON FOLLOWING PAGES]
Page 12 of 20
SIGNED ,to be effective as of 2017,the Commencement Date.
TARRANT:
TARRANT COUNTY:
By:
B. Glen Whitley, Tarrant C 2111y
Judge
APPROVED AS TO FORM.-
1
E.-
Criminal Di rict Attorney's Office*
*By law,the Criminal District Attorney's Office may only approve contracts for its clients. We
reviewed this document as to form from our client's legal perspective. Other parties may not
rely on this approval. Instead those parties should seek contract review from independent
counsel.
Page 13 of 20
FORT WORTH:
CITY OF FORT WORTH,TEXAS,
a home-rule municipal corporation
By: 1---
Name:
Title:
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.
e of Employee
Title
APPROVED AS TO FORM AND LEGALITY:
By: 4�a(�'�t —
Assistant City Attor ey
ATTEST: 7-1
By. * :2
City Secriv "7 v
M&C: L- 1(o of g
1295:N/A
OFFICIAL RECORD
CITY SECRETARY
Page 14 of 20 �.WORTH,TX
EXHIBIT 1
LEGAL DESCRIPTION
BEING LOT A, LAND 500, an addition to the City of Fort Worth, Tarrant County, Texas,
according to the plat recorded in Volume 388-143,Page 48, Plat Records, Tarrant County, Texas.
Page 15 of 20
EXHIBIT 2
Insert 4 AutoCad drawings here.
Basement, 2°d,3rd and 41 floors.
Page 16 of 20
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EXHIBIT"3"
350 West Belknap: City of Fort Worth Basement Lease Space Responsibilities
Building System City of Fort Worth is Responsible County is Responsible
For For
Fire Alarm Any required changes/upgrades Maintenance, repairs and
because of lease space renovations. annual inspections.
Costs because of damage or misuse
by CFW or CFW prisoners.
Fire Sprinkler Any required changes/upgrades Maintenance, repairs and
because of lease space renovations. annual inspections.
Costs because of damage or misuse
by CFW or CFW prisoners.
Fire Extinguishers Responsible for inspection,testing, No.
placement.
HVAC Chillers and Boilers No. Maintenance,repairs and
Serving the Lease Space annual inspections.
HVAC Air Handler#1 and Costs because of damage or misuse Maintenance, repairs and
#IA Serving Lease Space by CFW or CFW prisoners. inspections of new
equipment once the new
Any required changes/upgrades equipment is installed.
because of lease space renovations.
CFW to maintain, repair and inspect
the equipment in place today and
until new equipment is installed.
Page 17 of 20
HVAC Controls,Variable Costs because of damage or misuse Maintenance, repairs and
Air Boxes Serving Lease by CFW or CFW prisoners. inspections of new
Space equipment once the new
Any required changes/upgrades equipment is installed.
because of lease space renovations.
CFW to maintain, repair and inspect
the equipment in place today and
until new equipment is installed.
Sallyport Air Handler and Costs because of damage or misuse Maintenance, repairs and
Exhaust Fans by CFW or CFW prisoners. inspections of new
equipment once the new
Any required changes/upgrades equipment is installed.
because of lease space renovations.
CFW to maintain, repair and inspect
the equipment in place today and
until new equipment is installed.
Sallyport Overhead Doors Maintenance, repair and replacement No, other than repainting
if required. exterior of doors and
frames.
Any required changes/upgrades
because of lease space renovations.
Plumbing Maintenance, repair and replacement Maintenance, repair and
of piping and fixtures inside the replacement of piping on
lease space. the outside of the lease
space.
Responsible for sanitary sewer
piping and fixtures inside the lease Maintenance, repair and
space and the piping under the replacement of domestic
concrete floor of the lease space. water heater.
Any required changes/upgrades
because of lease space renovations.
Waste Disposal Yes. No.
Custodial City to provide all custodial cleaning No.
service within the leased space.
Elevator No. Yes.
Page 18 of 20
Electrical Maintenance, repair and replacement Maintenance, repair and
of electrical system inside the lease replacement of electrical
space such as lights,plugs, controls, systems on the outside of
wiring,panels, switches, etc. the lease space that serve
the lease space.
Any required changes/upgrades
because of lease space renovations. Provide back-up
emergency power to the
lease space for the door
controls, emergency
lights, air handling
equipment.
Provide chilled and hot
water on back-up power
with the new chiller,
boiler and generator.
IT Equipment, Cable, Etc. Yes. No.
to and in Lease Space
Security Cameras, Security Yes. No.
Equipment, Door Controls
in Lease Space
Building Structure & No. Yes.
Envelope
Any required changes/upgrades
because of lease space renovations.
Interior Space Responsible for all interior finishes, Responsible for repairs
walls, doors, ceilings, floors. to lease space caused by
water leaks from above
Responsible for proper management the lease space.
and removal if required of any
asbestos containing materials inside
the lease space.
Any required changes/upgrades
because of lease space renovations.
Parking- Surface Lot Costs for damage or misuse by CFW Maintenance, repair,
employees/invitees. replacement as required.
Signage as required.
Parking - Garage Costs for damage or misuse by CFW Maintenance, repair,
employees/invitees. inspection,cleaning,
security, signage, access
control.
Page 19 of 20
EXHIBIT 4
PARKING
[see attached]
Page 20 of 20
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M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTH
COUNCIL ACTION: Approved As Amended on 3/28/2017 - Ordinance No. 22645-03-2017, 22646-
03-2017 & 22647-03-2017
DATE: 3/28/2017 REFERENCE NO.: L-16018 LOG NAME: 21 PMD 350 WEST
BELKNAP STREET
CODE: L TYPE: NON- PUBLIC CONSENT HEARING: NO
SUBJECT: Authorize Execution of a Sale Agreement and Lease Agreement Relative to the Sale of a
City Fee Property Located at 350 West Belknap Street to Tarrant County in the Amount
of$13,500,000.00 and Pay Estimated Closing Costs Up To $40,000.00, Authorize
Transfer of Sale Proceeds from the General Fund to the Solid Waste Fund and the
General Capital Projects Fund and Adopt Appropriation Ordinances (COUNCIL
DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a Purchase and Sale Agreement for the sale of a city fee property located at
350 West Belknap Street, Fort Worth, Texas, to Tarrant County in the amount of$13,500,000.00 and pay
estimated closings costs up to $40,000.00;
2. Authorize the City Manager or his designee to execute and record the appropriate instrument conveying
the property to complete the sale;
3. Authorize the execution of a Lease Agreement with Tarrant County for a portion of the property located
at 350 West Belknap Street, Fort Worth, Texas, for use by the Police Department;
4. Adopt the attached ordinance increasing the estimated receipts and appropriations in the General Fund
in the amount of$13,500,000.00 to reflect sale proceeds;
5. Authorize the transfer of$3,500,000.00 in sale proceeds from the General Fund to the Solid Waste Fund
to effect repayment of a portion of an interfund loan from the Solid Waste Fund;
6. Adopt the attached ordinance increasing receipts and appropriations in the Solid Waste Fund in the
amount of$3,500,000.00 for partial repayment of an interfund loan;
7. Authorize the transfer of$10,000,000.00 in sale proceeds from the General Fund to the General Capital
Projects Fund for various infrastructure and facilities projects; and
8. Adopt the attached ordinance increasing the estimated receipts and appropriations in the General
Capital Projects Fund, Police Facilities and Renovations Project, in the amount of$10,500,000.00.
DISCUSSION:
On April 3, 1979, Tarrant County and the City entered into an Agreement for the construction of the criminal
justice complex located at 350 West Belknap Street. Both parties shared in the cost to construct the
building and related improvements with the City receiving occupancy of the basement plus floors 1 through
4, and the County occupying floors 5 through 8. The building was completed in 1984 and serves as home
for various Fort Worth and Tarrant County law enforcement operations.
An Agreement has been reached to sell the City's portion of the property to Tarrant County for
$13,500,000.00, plus payment by the City of estimated closing costs in the amount
of $40,000.00. Concurrent with the sale of the property Tarrant County has agreed to lease a portion of
the building back to the City for continued use by the Police Department to facilitate prisoner intake/transfer
and general administrative offices. The proposed Lease Agreement with Tarrant County includes the
following terms and provisions:
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22898&councildate=3/28/2017 5/11/2017
M&C Review Page 2 of 3
A lease term of 10 years with 2, 5-year options to renew for a portion of the basement level, which
includes the existing prisoner intake facility.
Initial annual rent of $154,998 $174,437.50 for the use of 13,955 square feet of space.
Annual rent to be adjusted in year 6 of the initial 10 year term and at each 5 year renewal period based
on the cumulative increase in the annual CPI over the prior 5-year period.
The City will be responsible for interior maintenance costs, a pro-rata share of common area
maintenance and utility expenses, emergency generator and associated electrical equipment and
Sallyport door units.
The Lease Agreement also allows Fort Worth police personnel to continue occupying a portion of the 1st
floor and floors 2 through 4 subsequent to the sale of the property until April 30, 2018.
Police personnel displaced on April 30, 2018 will be temporarily relocated to the former Police and Fire
Training Academy located at 1000 Calvert Street.
Address/Legal Type of TAD No. Total Sales
Description Property Price
Lot A Land 500 an
Addition to the City of Fort Building/Land 01582798 $ 13,500,00.00
Worth 11 11 1
--]Estimated $ 40,000.00
Closing Costs
Total $13,460,000.00
Amount
In connection with the construction of the new public safety training facility, the City Council authorized
interfund loans from the Solid Waste Fund totaling $20,522,957.00 for interim financing (M&C C-25798). Of
that amount, $10,000,000.00 has already been repaid. Staff proposes using $3,500,000.00 from the current
sale proceeds to pay a portion of the remaining balance of the interfund loan and will be requesting
payment for the remainder from the Crime Control and Prevention District in a series of three payments
beginning with Fiscal Year 2018.
Staff is proposing that the other$10,000,000.00 in sale proceeds be deposited in the General Capital
Projects Fund to fund other infrastructure and facility needs.
This property is located in COUNCIL DISTRICT 9, Mapsco 62Y.
This contract will be with a governmental entity, state agency or public institution of higher
education: Tarrant County.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval, all proceeds realized from the sale of the facility will be
appropriated and transferred as outlined in the above Recommendations section.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I ID Year (Chartfield 2)
Submitted for City Manager's Office by: Jay Chapa (5804)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22898&councildate=3/28/2017 5/11/2017
M&C Review Page 3 of 3
Originating Department Head: Steve Cooke (5118)
Additional Information Contact: Steve Cooke (5118)
ATTACHMENTS
021PMD 350 WEST BELKNAP STREET A017-1(General Fund).docx
021 PMD 350 WEST BELKNAP STREET A017-2(Solid Waste Fund).docx
021 PMD 350 WEST BELKNAP STREET AO 1 7-3(General Capital Protects Fund).docx
350 West Belknap MC Site Map.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22898&councildate=3/28/2017 5/11/2017