HomeMy WebLinkAboutContract 35972 (2) CITY SECRETARY
CONTRACT NO.
LEASE AGREEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
This lease agreement (Lease) is made and entered into this, the ay of uw�LL2.007, the
effective date hereof, at Fort Worth, Texas by and between 801 Grove, Ltd. (Lessor), and the City of
Fort Worth, a home-rule municipal corporation situated in Tarrant, Denton, Parker, and Wise
Counties, acting by and through its duly authorized Assistant City Manager Libby Watson (Lessee).
The term "Lessor" shall include the agents, representatives, employees, and contractors of Lessor.
The term "Lessee" shall include the agents, representatives, and employees of Lessee.
SECTION 1. Leased Premises. For and in consideration of the rental payments to be paid under
this Lease, Lessor leases to Lessee and Lessee Leases from Lessor the stipulated 18,745 square feet
situated on the first and second floors (the "Leased Premises"), more particularly depicted on Exhibit
"A" attached and incorporated hereto, of Lessor's building located at 801 Grove Street, Fort Worth,
Tarrant County, Texas (the "Building"). Additionally, Lessee shall have the right to use, in common
with others, any portions of the Building designated for use in common with others (the "Common
Areas") for the intended and normal use thereof, and subject to such commercially reasonable rules
and regulations as may be promulgated by Lessor from time to time, which shall include rules and
regulations that address appropriate limitation on access to the Leased Premises by any future tenants
of the Building. The Leased Premises does not include, and Lessee shall be responsible for providing,
parking. Further, the Leased Premises does not include the loading dock and public sidewalks in the
vicinity of the Building, which are property of the City of Fort Worth.
SECTION 2. Use of Lease Premises. The Leased Premises shall be used and occupied by Lessee
for general office purposes in the portions thereof designated as office areas on Exhibit "A" and
otherwise for all activities related to the Cowboy Santas program, including but not limited to the
receipt, distribution, administration, registration and warehousing of "Cowboy Santas" toy
contributions and for no other purpose, subject to the terms and provisions of this Lease. Lessee will
not permit the Leased Premises to be used for any purpose or in any manner that would cause the
premiums for the insurance carried by Lessor to be increased or that would cause such insurance to be
cancelled. Lessee agrees to obey all laws, ordinances, orders and rules and regulations applicable to
the use, condition, and occupancy of the Leased Premises. Lessee shall not disturb, unreasonably
interfere with, or endanger Lessor or any other tenants of the Building. Lessee shall not allow a lien
to be placed on the Leased Premises. Smoking in the Leased Premises or Common Areas is
prohibited.
SECTION 3. Term and Rent.
3.01 Term. This Lease shall be for a period of 60 months commencing on October 1, 2007 (the
"Commencement Date") and terminating on September 30, 2012, unless a prior termination
is effected by either Lessor or Lessee under the termination provisions of this Lease.
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3.02 Base Rent. Lessee shall pay Lessor base rent in the following amounts for each year during
the term of this Lease (commencing with the Commencement Date and each anniversary
thereof) and per month of each such year:
rental year annual base rent monthly base rent
10/1/07-9/30/08 $110,000.00 $9,166.67
10/1/08-9/30/09 $113,850.00 $9,487.50
10/1/09-9/30/10 $117,834.75 $9,819.56
10/1/10-9/30/11 $121,958.97 $10,162.25
10/1/11-9/30/12 $126,227.53 $10,518.96
All rental payments shall be payable to Lessor at the location of notice set forth in Section 14
of this Lease. The base rental payment and any other sums due to Lessor shall be made to the
Lessor on the first day of the term and each month thereafter including any extension of the
Lease, without deduction, offset, abatement, or demand, commencing on the Commencement
Date. Rent for any partial calendar month shall be prorated on a per diem basis. All
installments of rent paid five (5) days after the due date shall be charged a $25.00 late fee for
processing date payments.
3.03 Deemed Donation.
(a) Lessor and Lessee stipulate that (i) the number of stipulated square feet contained within the
Leased Premises is specified hereinabove and (ii) the number of stipulated square feet
contained within Building is 47,801. For purposes of this Section 3.03, "Lessee's
Proportionate Share" shall mean the quotient of the number of stipulated square feet
contained within the Leased Premises, divided by the total number of stipulated square feet
contained within the Building, i.e. 39%.
(b) If during the term of this Lease (i) sum of(A) the difference of Lessee's Proportionate Share of
the ad valorem personal and real property taxes assessed against the Building ("Taxes") for
any calendar year during the term of this Lease or any extensions or renewals thereof minus the
Taxes for calendar year 2007 ('Base Year"), plus (B) the difference of Lessee's Proportionate
Share of the cost of maintaining comprehensive general and umbrella liability and property
insurance covering the Building ("Insurance Costs") for any calendar year during the term of
this Lease or any extensions or renewals thereof minus the Insurance Costs for the Base Year
shall exceed (ii) the difference of annual base rent for such calendar year minus $110,000.00,
Lessor shall be permitted to treat such excess as a deemed donation to Lessee, and Lessee shall
cooperate therewith.
SECTION 4. Sublease of Entire Leased Premises. Contemporaneously with execution of this
Lease, Lessee shall sublease the entire Leased Premises, as described in Exhibit "A" to Cowboy
Santas Program Incorporated ("Approved Subtenant") on the same terms and conditions contained
in this Lease and as otherwise provided herein (the "Approved Sublease"). Lessee shall furnish a
copy of the Approved Sublease to Lessor. This Lease shall expire immediately following the
expiration of the Approved Sublease.
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SECTION 5. Care of the Leased Premises.
5.01 Care of the Leased Premises by Lessee. Lessee agrees to be responsible for the payment of
all water, electricity, natural gas, local telephone, or other utility charges during the term; if
Lessee ceases to be the sole tenant of the Building, Landlord, at Landlord's expense, shall
arrange for submetering of electricity. Lessee shall keep the Leased Premises free of any
waste or nuisance and maintain in good, clean and habitable condition, normal wear and tear
excepted. Lessee shall promptly repair or replace any damage to the Leased Premises, the
Building, or the Common Areas caused by or resulting from Lessee's use and occupancy of
the Leased Premises.
5.02 Care of the Building by Lessor. Subject to the provisions of Sections 12.06 and 12.07, and
except for matters that are the responsibility of Lessee under this Lease and damage that
Lessee is obligated to repair, Lessor shall maintain in good repair the roof, foundation, and
exterior walls of the Leased Premises. Lessee agrees to give Lessor immediate written notice
of defects or need for repairs in the roof, foundation, and exterior walls of the Leased Premises
upon discovery of such defect or need for repairs for which Lessor is responsible hereunder.
Lessor shall promptly (and in any event within ten (10) days after such written notice from
Lessee to Lessor, delivered in accordance with the provisions of this Lease) commence and
thereafter shall diligently pursue such cure or repair, as applicable, for which Lessor is
responsible hereunder, and complete the same as soon as practicable under the circumstances.
Lessor's obligation to maintain the aforementioned items shall be limited solely to the cost of
such cure or repairs.
SECTION 6. Insurance.
6.01 Lessor's Insurance. Lessor represents that it maintains fire and extended coverage insurance
covering the Building and commercial general liability insurance, all such insurance being in
amounts and with deductibles that a reasonable property owner would maintain on similar
property in the central business district of Fort Worth, Texas.
6.02 Lessee's Workers' Compensation Insurance; Approved Subtenant's Insurance.
(a) The City of Fort Worth is basically a self-funded entity. As such, the City of Fort Worth
does not maintain a commercial liability insurance policy to cover premises liability.
Damages for which the City of Fort Worth would ultimately be found liable would be
paid directly and primarily by the City of Fort Worth and not by a commercial insurance
company.
(b) Notwithstanding the foregoing, as a condition to Lessor's approval of Approved
Subtenant in accordance with Section 13, and Approved Subtenant, by execution of the
Approved Sublease will explicitly agree that during the term of its sublease of the
Leased Premises under this Lease, Approved Subtenant, at Approved Subtenant's
expense, shall maintain with an insurer licensed to do business in the State of Texas,
having a Best's rating of A VIl or better a policy of commercial general liability
insurance, insuring Approved Subtenant against liability arising out of the use,
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occupancy, or maintenance of the Leased Premises, with Lessor named as an additional
insured, in an amount not less than $1,000,000 per occurrence and $2,000,000 in general
aggregate and $50,000 fire damage limit, that such policy shall be primary (and shall be
stated to be such in such policy), shall name Lessor as an additional insured, and shall
contain an endorsement waiving subrogation against Lessor, and that any insurance
maintained by Lessor shall be deemed excess to the Approved Subtenant's primary
coverage. Additionally, Lessee shall require Approved Subtenant to deliver a copy of
such policy or certificate (or a renewal thereof) to Landlord prior to the Commencement
Date and prior to the expiration of any such policy during the term of the Approved
Sublease. Such certificate of insurance shall state that Landlord will be notified in
writing thirty (30) days prior to cancellation, material change, or renewal of insurance.
If Additionally, Lessee shall inform Approved Subtenant that if Approved Subtenant
fails to maintain such policy(ies), Landlord may elect to maintain such insurance at
Approved Subtenant's expense, after written notice of such failure and continued failure
to furnish evidence of such insurance five (5) days prior to the expiration thereof.
(c) Lessee understands and agrees that, as to the use of the Leased Premises, the Building,
or the Common Areas by Lessee or any invitee, licensee, agent, employee, officer,
director, contractor, subcontractor, or subtenant of Lessee and any act or omission of
Lessee, or any invitee, licensee, agent, employee, officer, director, contractor,
subcontractor, or subtenant of Lessee, Lessee shall be responsible for all liability,
demands, actions, costs and expenses (including all court costs, attorneys' fees, and costs
of investigation) due to or arising out of or alleged to have arisen in whole or in part out
of any of the foregoing.
(d) Irrespective whether Lessee does or does not maintain property insurance to cover its
property, Lessee understands that all property of Lessee (whether of Lessee or any other
party) that Lessee brings into the Leased Premises shall be at the sole risk of Lessee, and
Lessor shall not be liable, and Lessee hereby releases Lessor from, any responsibility for
any damage thereto or loss thereof.
(e) During the term of this Lease, Lessee, at Lessee's expense, shall maintain with an insurer
licensed to do business in the State of Texas, having a Best's rating of A VII or
better workers' compensation and employer's liability insurance, the limits of such policy
or policies to be in an amount not less than $500,000 in respect of bodily injury by
accident, $500,000 in respect of bodily injury by disease, and $500,000 per employee in
respect of bodily injury by disease, with Lessor named as beneficiary of the Texas
waiver of right to recover from others endorsement, whether as to employees of Lessee
or hired servants of Approved Subtenant or any other subtenant hereunder.
SECTION 7. Broker. Lessee hereby represents and warrants to Lessor that Lessee has not
contacted or entered into any agreement with any real estate broker, agent, finder, or any other party
in connection with this transaction, and that it has not taken any action which would result in any real
estate broker's, finder's, or other fees or commissions being due or payable to any other party with
respect to the transaction contemplated hereby.
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SECTION 8. Improvements; Fixtures.
8.01 Improvements. In consideration of the payment of $98,901.00 made by Lessee to Lessor,
one-half ($49,450.50) on or before September 30, 2007, and the balance upon completion,
Lessor shall install the items listed on "Exhibit B" hereto as soon as reasonably practicable
after execution of this Lease and payment of such initial payment, and in any event within
ninety (90) days thereafter. In addition, Lessee acknowledges that Lessor may, but is not
obligated to, undertake extensive renovations to the windows and fagade of the Building.
8.02 Fixtures. Lessee shall not make any alterations, additions or improvements, including but not
limited to, any security system to the Leased Premises without the prior written consent of
Lessor, which shall not be unreasonably withheld provided Lessor is provided assurance that
such work involves no penetration of the roof, foundation, or exterior walls of the Building
and otherwise does not impact the structural soundness of the Building. Notwithstanding the
foregoing, consent for unattached, readily movable or removable furniture, office equipment
and trade fixtures, such as the erection or installation of shelves, bins, etc., shall not be
required. Lessee shall pay for all costs arising out of alterations, additions or improvements
made by or on behalf of Lessee to the Leased Premises. Lessor herein agrees that no property
or equipment, owned or installed by Lessee, or any representative or Approved Subtenant of
Lessee, shall, under any circumstances, become a fixture, and that Lessee shall reserve the
right to remove any and all such property or equipment at any time during the term of this
Lease, prior to its termination by either party. Lessor further agrees that she/he will, at no
time, hold or retain, any property owned or installed by Lessee or any representative or
Approved Subtenant of Lessee for any reason whatsoever, except as provided in Sections 11
and 17.02.
SECTION 9. Termination, Funding and Non-Appropriation.
9.01 Termination.
(a) Lessor shall have the right to terminate this Lease at any time for any reason or no
reason (in addition to any right to terminate as a consequence of Lessee's default or
breach of any of the terms expressed herein) by giving Lessee 60 days' written notice
prior to the intended termination date. The notice shall be deemed effective when
deposited by Lessor in United States mail postage prepaid, certified mail, return receipt
requested, addressed to Lessee.
(b) Lessee shall have the right to terminate this Lease at any time for any reason or no
reason by giving Lessor 60 days' written notice prior to the intended termination date.
The notice shall be deemed effective when deposited by Lessee in the United States
mail, postage prepaid, certified mail, return receipt requested, addressed to Lessor.
(c) Notwithstanding the foregoing, no such termination as to which notice is issued by the
Lessor on a date that would result in termination during the months of November,
December, or January shall be effective until the ensuing 1st day of February.
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(d) If this Lease is terminated under this section, or as a result of the expiration of the Lease
term or any renewal period, neither party shall have any further obligation or liability to
the other under this Lease, except as provided in Section 17.10. Lessor and Lessee shall
be bound by the terms, covenants and conditions expressed herein until Lessee
surrenders the Leased Premises, regardless of whether the date of surrender coincides
with the date of termination of the Lease.
9.02 Funding and Non-Appropriation. This Lease shall terminate in the event that the governing
body of Lessee shall fail to appropriate sufficient funds to satisfy any obligation of Lessee
hereunder. Termination shall be effective as of the last day of the fiscal period for which
sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever
comes first. Termination pursuant to this non-appropriation clause shall be without further
penalty or expense to either party.
SECTION 10. Right of Inspection and Entry. Lessor and its authorized agents shall have the right,
during normal business hours, to enter the Leased Premises (a) to inspect the general condition and
state of repair thereof; (b) to make improvements and repairs required or permitted under this Lease.
By prearranged appointment with Lessee (which, upon the Approved Sublease, may be made with
Approved Subtenant), Lessor may show the Leased Premises or the Building to any prospective
lessee or purchaser. During the final ninety (90) days of the term of this Lease, Lessor and its
authorized agents shall have the right to erect and maintain on or about the Leased Premises
customary signs advertising the Leased Premises for lease or for sale, provided such signage does not
interfere with Lessee's use of the Leased Premises.
SECTION 11. Surrender of Leased Premises. Upon the termination of this Lease for any reason
whatsoever, Lessee shall surrender possession of the Leased Premises in the same condition as the
Leased Premises were in upon delivery of possession under the Lease (as improved pursuant to
Section 8.01 hereof), reasonable wear and tear excepted. Lessee also shall surrender all keys for the
Leased Premises to Lessor at the place then fixed for the payment for rent and shall inform Lessor of
all combinations on locks, safes, and vaults, if any, on the Leased Premises. On the expiration or
earlier termination of this Lease, Lessee shall cause to be removed all furniture and equipment, other
than matters that, at the time of installation pursuant to Section 8.02 hereof, are agreed by the parties
both to be fixtures (notwithstanding the provisions of Section 8.02) and not required to be removed,
and Lessee shall be responsible for repairing any damage to the Leased Premises caused by the
removal of furniture and equipment.
SECTION 12. Acceptance of Leased Premises; Security; Holding Over; Defaults; Remedies;
Condemnation; Casualty; Non Disturbance.
12.01 Acceptance of Leased Premises. Lessee acknowledges that Lessee has fully inspected the
Leased Premises, and on the basis of such inspection Lessee hereby accepts the Leased
Premises, and the Building and improvements situated thereon, as suitable for the purposes for
which the same are leased. By taking possession of the Leased Premises, Lessee
acknowledges and agrees that (a) Lessee has had an opportunity to inspect the Leased
Premises; (b) Lessee accepts the Leased Premises "AS IS," "WHERE IS," and "WITH ALL
FAULTS;" (c) the Building and Common Areas and improvements comprising the same are
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suitable for the purpose for which the Leased Premises are leased; (d) the Leased Premises are
in good and satisfactory condition; and (e) Lessor makes no representation or warranty of any
kind, expressed or implied, with respect to the condition of the Leased Premises (including
habitability or fitness for particular purpose of the Leased Premises or promises to alter, remodel
or improve the Leased Premises). TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, LESSOR HEREBY DISCLAIMS, AND LESSEE WAIVES THE
BENEFIT OF ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED
WARRANTIES OF HABITABILITY AND FITNESS OR SUITABILITY FOR A
PARTICULAR PURPOSE. Notwithstanding such inspection or any other provisions of this
Lease to the contrary, should Lessee discover latent defects after the effective date, Lessee, as
Lessee's sole and exclusive remedy, upon notice to lessor,may terminate this Lease.
12.02 Lessor Not Liable for Security. Nothing herein shall make Lessor liable for, or a
guarantor of, safety or persons or property in the Leased Premises, the Building, or the
Common Areas, and Lessee acknowledges that Lessee is not relying on Lessor to provide such
security services and that Lessor has made no representations with respect thereto. Lessee
shall be solely responsible for all costs and expenses associated with security systems and/or
personnel employed by Lessee to protect the Leased Premises, with any such security
arrangements as might affect the Common Areas being subject to Lessor's approval. In
addition, Lessor shall not be liable to Lessee for any loss, damage, or injury that may be
occasioned by or through the acts or omissions of other tenants of the Building or of any other
persons whomsoever. In addition, Lessee shall not be liable to Lessor for any loss, damage, or
injury that may be occasioned by or through the acts or omissions of any other tenants of
Lessor or any invitees of Lessor in the Building.
12.03 Holding Over. Should Lessee or any of its successors in interest fail to surrender the
Leased Premises on the expiration or earlier termination of this Lease, such holding over shall
constitute a tenancy from month to month at a monthly rental equal to one hundred fifty
percent (150%) of the rent paid for the last month of the term of this Lease.
12.04 Events of Default. The following events shall be deemed to be events of default under this
Lease:
(a) Failure of Lessee to pay any installment of base rent or any additional rental herein
reserved on the date that same is due and such failure shall continue for a period of five
(5) days after notice thereof from Lessor to Lessee; provided, however, that for each
calendar year during which Lessor has already given Lessee two written notices of the
failure to pay an installment of rental,no further notice shall be required (i.e.,the event of
default will automatically occur on the fifth day after the date upon which the rental was
due) and/or failure of Lessee to pay the amounts due under Section 8.01 hereof on the
date that same is due and such failure shall continue for a period of ten (10) business days
after the same are due;
(b) Failure of Lessee to comply with any term, condition or covenant of this Lease other than
the payment of base rent or other any additional rental herein reserved, and such failure
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shall not be cured within thirty (30) days after Lessor gives written notice thereof to
Lessee;
(c) Lessee shall abandon or vacate a substantial part of the Leased Premises;
(d) Lessee or any guarantor of the Lessee's obligations hereunder shall (i)become insolvent;
(ii) admit in writing its inability to pay its debts; (iii)make a general assignment for the
benefit of creditors; (iv) commence any case, proceeding or other action seeking to have
an order for relief entered on its behalf as a debtor or to adjudicate it as bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or
composition of it or its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors or seeking appointment of a receiver, trustee, custodian
or other similar official for it or for all or of any substantial part of its property; or
(v)take any action to authorize or in contemplation of any of the actions set forth above
in this Section 12.04.
(e) Any case, proceeding or other action against the Lessee or any guarantor of the Lessee's
obligations hereunder shall be commenced seeking (i)to have an order for relief entered
against it as a debtor or to adjudicate it as bankrupt or insolvent; (ii)reorganization,
arrangement, adjustment, liquidation, dissolution or composition of it or its debts under
any law relating to bankruptcy, insolvency, reorganization or relief of debtors; or
(iii) appointment of a receiver, trustee, custodian or other similar official for it or for all
or any substantial part of its property, and such case, proceeding or other action
(a)results in the entry of an order for relief against it which it is not fully stayed within
seven (7) business days after the entry thereof or (b) shall remain undismissed for a
period of forty-five (45) days.
12.05 Remedies in the Event of Default.
(a) Upon each occurrence of an event of default, Lessor shall have the option to pursue any
one or more of the following remedies without any further notice or demand as set out in
Section 12.04 or otherwise: (i) terminate this Lease; and/or (ii) enter upon and take
possession of the Leased Premises with or without terminating this Lease; and/or (iii)
alter all locks and other security devices at the Leased Premises with or without
terminating this Lease, and pursue, at Lessor's option, one or more remedies pursuant to
this Lease, Lessee hereby specifically waiving any state or federal law to the contrary;
and in any such event Lessee shall within 48 hours surrender the Leased Premises to
Lessor, and if Lessee fails so to do, Lessor, without waiving any other remedy it may
have, may enter upon and take possession of the Leased Premises and expel or remove
Lessee and any other person who may be occupying such Leased Premises or any part
thereof, without being liable for prosecution or any claim of damages therefore.
(b) If Lessor terminates this Lease for non-payment of the rental payments, at Lessor's
option, Lessee shall be liable for and shall pay to Lessor, the sum of all rental and other
payments owed to Lessor hereunder accrued to the date of such termination, plus, any
rental payments due for the remaining rental year, as appropriated by the City Council.
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(c) If Lessor repossesses the Leased Premises without terminating this Lease, Lessee, at
Lessor's option, shall be liable for and shall pay Lessor on demand all rental and other
payments owed to Lessor hereunder, accrued to the date of such repossession, diminished
by all amounts received by Lessor through reletting of the Leased Premises during the
remaining rental year (but only to the extent of the rent provided for herein). Actions to
collect amounts due by Lessee to Lessor under this subparagraph may be brought from
time to time, on one or more occasions, without the necessity of Lessor's waiting until
expiration of the term of this Lease.
(d) Upon an event of default, in addition to any sum provided to be paid herein, Lessee also
shall be liable for and shall pay to Lessor (i) the costs of removing and storing property
of Lessee, or any representative or Approved Subtenant of Lessee; (ii) the costs of
repairing, altering, remodeling or otherwise putting the Leased Premises into the same
condition as required under Section 11; and (iii) all reasonable expenses incurred by
Lessor in enforcing or defending Lessor's rights and/or remedies. If the event of default
is a failure to pay base rent or an abandonment of the Leased Premises, to the extent
required by applicable law, Lessor agrees to make reasonable efforts to mitigate its
damages provided however, Lessor shall not be required to relet any or all of the Leased
Premises prior to leasing other vacant space in the Building.
(e) Exercise by Lessor of any one or more remedies hereunder granted or otherwise available
shall not be deemed to be an acceptance of surrender of the Leased Premises by Lessor,
whether by agreement or by operation of law, it being understood that such surrender can
be effected only by the written agreement of Lessor and Lessee. Lessee and Lessor
further agree that forbearance by Lessor to enforce its rights pursuant to this Lease at law
or in equity, shall not be a waiver of Lessor's right to enforce one or more of its rights in
connection with any subsequent default.
12.06 Condemnation. If, during the term of this Lease, all or a substantial part of the Leased
Premises shall be taken for any public or quasi public use under any governmental law,
ordinance or regulation or by right of eminent domain or should be sold to the condemning
authority under threat of condemnation, this Lease shall terminate and the rent shall be abated.
If during the term of this Lease less than a substantial part of the Leased Premises shall be
taken for public or quasi public use or by right of eminent domain and the balance of the
Leased Premises can, within Lessee's estimation, reasonably be used by Lessee for the use
intended, this Lease shall continue in force with respect of the balance of the Leased Premises,
and the rent shall be equitably adjusted under the circumstances. All compensation awarded in
connection with or as a result of any of the foregoing proceedings shall be the property of
Lessor, and Lessee hereby assigns any interest in any such award to Lessor; provided,
however, Lessor shall have no interest in any award made to Lessee for loss of business or
goodwill or for the taking of Lessee's fixtures and improvements as of the expiration or earlier
termination of this Lease, if a separate award for such items is made to Lessee.
12.07 Casualty.
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(a) If the Leased Premises or the Building should be damaged or destroyed by fire or other
peril, Lessee immediately, upon discovery, shall give written notice to Lessor. If the
Building should be damaged or destroyed by any peril covered by the insurance to be
provided by Lessor under Section 6.01 above, and, in Lessor's estimation, rebuilding or
repairs cannot be completed within one hundred eighty (180) days after the date of such
damage or the proceeds of such insurance are not available for rebuilding or such peril is
not covered by the insurance to be provided by Lessor under Section 6.01 above, this
Lease shall terminate and the base rent and any additional rental shall be abated during
the unexpired term of this Lease, effective upon the date of the occurrence of such
damage.
(b) If the Building should be damaged by any peril covered by the insurance to be provided
by Lessor under Section 6.01 above, and in Lessor's estimation, rebuilding or repairs can
be substantially completed within one hundred eighty (180) days after the date of such
damage and any mortgagee of the Building shall agree to make proceeds of such
insurance available for rebuilding, this Lease shall not terminate, subject to Lessee's right
to terminate under Section 9.01(b), and Lessor shall restore the Leased Premises to
substantially its previous condition, except that Lessor shall not be required to rebuild,
repair or replace any part of the partitions, fixtures, additions and other improvements
that may have been constructed, erected or installed in, or about the Leased Premises for
the benefit of, by or for Lessee, other than the improvements installed pursuant to Section
8.01 hereof. If such repairs and rebuilding have not been substantially completed within
one hundred eighty (180) days after the date of such damage, Lessee, as Lessee's
exclusive remedy, may terminate this Lease by delivering written notice of termination to
Lessor in which event the rights and obligations hereunder shall cease and terminate. For
purposes of this subparagraph (b), if the Leased Premises are untenable in whole or in
part following such damage, the base rent and any additional rental payable hereunder
during the period in which the Leased Premises are untenable shall be reduced ratably,
based on the ratio of the area of the Leased Premises that is untenantable to the entire
area of the Leased Premises.
12.08 Subordination and Non Disturbance. Lessee accepts this Lease subject and subordinate
to any mortgages and/or deeds of trust now or at any time hereafter constituting a lien or
charge upon the Leased Premises or the Building. In the event of any foreclosure of any such
mortgage, Lessee agrees to attorn to the purchaser upon foreclosure of such mortgage.
SECTION 13. Assignment. Lessee shall not assign or sublet this Lease without the prior written
approval of Lessor, except as contemplated by, and subject to the terms of, Section 4. Upon issuance
of such approval, this Lease shall be binding on the successors, and lawful assignees of Lessor and the
successors of Lessee, as permitted by the terms of this agreement and by the laws of the State of Texas
and the United States. Any person or entity using or occupying the Leased Premises without a lawful
assignment or sublease shall be subject to all the responsibilities and liabilities of Lessee and shall be
subject to all provisions regarding termination and eviction.
City of Fort Worth Lease Page 10
SECTION 14. Notices. Notices required to be made under this agreement shall be sent to the
following persons at the following addresses, provided, however, that each party reserves the right to
change its designated person for notice, upon written notice to the other party of such change:
All notices to Lessor shall be sent to:
630 North Freeway, Suite 300
Fort Worth, Texas 76102
Attn: J. Scott Tindall
All notices to Lessee shall be sent to:
801 Grove Street, First Floor
Fort Worth, TX 76102
As well as to:
City of Fort Worth
Real Property Services
1000 Throckmorton Street
Fort Worth, Texas 76102
With a copy to:
City of Fort Worth
City Attorneys Office
1000 Throckmorton Street
Fort Worth, Texas 76102
All time periods related to any notice requirements specified in the Lease shall commence upon the
terms specified in the section requiring the notice. Any notice required or permitted to be delivered
hereunder may be delivered in person (and such notice shall be effective when delivered if delivered
in person) or shall be deemed to be delivered whether actually received or not, when deposited in the
United States mail, postage prepaid, return receipt requested, certified, addressed to the parties at the
addresses indicated herein or such other addresses as may have theretofore been specified by written
notice delivered in accordance herewith.
SECTION 15. Entire Agreement. This Lease shall constitute the entire agreement of the Lessor
and Lessee, and shall supersede any prior agreements, either oral or written, pertaining to the Leased
Premises.
SECTION 16. Waivers. One or more waivers of any covenant, term, or condition of the Lease by
either Lessor or Lessee shall not be construed as a waiver of a subsequent breach of the same
covenant, term, or condition. The consent or approval by either Lessor or Lessee to or of any act by
City of Fort Worth Lease Page I 1
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.
SECTION 17. Miscellaneous
17.01. Choice of Law and Venue. This Lease and the relationship created hereby shall be governed
by the laws of the State of Texas. Venue for any action brought to interpret or enforce the
terms of the Lease or for any breach shall be in Tarrant County, Texas.
17.02. Abandoned Property. Lessor may retain, destroy, or dispose of any property left on the
Leased Premises on expiration or earlier termination of this Lease.
17.03. Rent. Notwithstanding anything in this Lease to the contrary, all amounts payable by Lessee
to or on behalf of Lessor under this Lease, whether or not expressly denominated as rent, shall
constitute rent.
17.04 Commercially Reasonable Charges. Lessor and Lessee agree that each provision of this
Lease for determining charges, amounts and additional rent payable by Lessee is commercially
reasonable, and, as to each such charge or amount, constitutes a "method by which the charge
is to be computed" for purposes of Section 93.004 of the Texas Property Code, or any
successor thereto or replacement thereof.
17.05 Attorneys' Fees. If either party hereto institutes any action or proceeding to enforce any
provision hereof by reason of any alleged breach of any provision of this Lease, the prevailing
party shall be entitled to receive from the non-prevailing party all reasonable attorneys' fees
and all court costs in connection with such proceeding.
17.06 Interpretation. Words of any gender used in this Lease shall be held and construed to include
any other gender, and words in the singular number shall be held to include the plural, unless
the context otherwise requires. The captions inserted in this Lease are for convenience only
and in no way define, limit or otherwise describe the scope or intent of this Lease, or any
provision hereof, or in any way affect the interpretation of this Lease.
17.07 Authority. Each party agrees to furnish to the other, promptly upon demand, a corporate
resolution, proof of due authorization by partners, or other appropriate documentation
evidencing the due authorization of such party to enter into this Lease.
17.08 Force Maieure. Neither party shall be held responsible for delays in the performance of its
non-monetary obligations hereunder when caused by material shortages, acts of God, labor
disputes or other matters outside of the party's control.
17.09 Estoppel Certificate. Lessee agrees, from time to time, within thirty(30) days after request of
Lessor, to deliver to Lessor, or Lessor's designee, an estoppel certificate stating that this Lease
is in full force and effect, the date to which rent has been paid, the unexpired term of this Lease
and such other factual matters pertaining to this Lease as may be requested by Lessor. It is
City of Fort Worth Lease Page 12
understood and agreed that Lessee's obligation to furnish such estoppel certificate in a timely
fashion is a material inducement for Lessor's execution of this Lease.
17.10 Survival. All obligations of Lessee hereunder not fully performed as of the expiration or
earlier termination of this Lease shall survive such expiration or earlier termination, including
without limitation, all payment obligations with respect to base rent or other sums due
hereunder and all obligations concerning the condition and repair of the Leased Premises.
17.11 Validity. If any clause or provision of this Lease is illegal, invalid or unenforceable under
present or future laws effective during the term of this Lease, then and in that event, it is the
intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and
it is also the intention of the parties to this Lease that in lieu of each clause or provision of this
Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause
or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as
may be possible and be legal, valid and enforceable.
City of Fort Worth Lease Page 13
SIGNED this day of U��' 2007 (effective date).
LESSOR: LESSEE:
801 GROVE, LTD. CITY OF FORT WORTH
By: 801 Grove G.P., , general ner
By: a141 By:
N e: J. Scott Tindall Name: Libby Watson
itle: President Title: Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
Assistant City Atto ey
ATTEST:
1 ,
City Secretary
M& C Number : r -Z z%/(p a11�7
Date:ca'uos
Contract Number:���o ,
4
City of Fort Worth Lease Page 14 � u "
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared J. Scott Tindall, known to me to be the same person
whose name is subscribed to the foregoing instrument, and acknowledged to me that the same
was the act of 801 Grove G.P., Inc., in its capacity of general partner of 801 Grove, Ltd., and
that he executed the same as the act of said 801 Grove G.P., Inc., in its capacity as general
partner of 801 Grove, Ltd., for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this Q1 f day of
Y , 2007.
M
Joni Mote
My Commission Expires10/28/2009 t
Notary Public in and for the State of Texas
City of Fort Worth Lease Page 15
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Libby Watson, known to me to be the same person
whose name is subscribed to the foregoing instrument, and acknowledged to me that the same
was the act of Libby Watson, and that he executed the same as the act of said City of Fort
Worth for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this til day of
2007.
=ROSELLAp
Notary Public in and for the State of Texas
City of Fort Worth Lease Page 16
EXHIBIT A
801 Grove, Ltd.
1st Floor TN
MU'Door iffly,Door l(YOr'Door
J
Common
Loading
Area 288 sf Elevator
w
8-9 Rdkip +
vmatw seals
wo
u
C?
C:2
*---------------217M
41)
SWF8V
Zone 1�
Restoorns:
AM Rex duct Me—w
Z x Z ceilkV grflis 4
+ Zone 2
10'duct
Smart zone
from Office twit ----------
Vat Eleftis: A/C FilterA" Exit Ught
Extinguisher
T, Themiostat
City of Fort Worth Lease Page 17
801 Grove, Ltd.
2nd Floor TN
a g Ram s
_
rormion 26 f ®
dw-n, Elevator
200 { Safe
Fre Store RooITE
Exit Light
Extinguistw
Thermostat
City of Fort Worth Lease Page 18
EXHIBIT B
801 Grove,Ltd
801 GIM Stint,Fad l OM.Ts M02
9IM7
C5y dFm WOrli Pala and Comm*Servmm
4200 S Freeway,Sb 220D
Far Wbrik Too 76115
S01 Genre
SW K As per OntS Xdd60'A"1
mochanmm
F WON $io,oW.W Emwded mswoona
NVACIVeafOig S7,6W.00 EV&49dmmhooms
E3ecr" sg.50D.o0 Dumb.B*XO wftN O ad WAC rubs br*Wren ed mst=m.
RreD MCbM $3.5W.00 FeespdNdwsInmstrooms
ADA Skim/SMOM $0.00 woo
Psrml*Rmkw 57.500.00
hflta/Pmmcbm S2,SW.00 SAGOO.00
Dumfitkm
Waft I Ftadnp I Sa dww Et. VADO.W $2,000.00
VAVWMk
Ommici wse/H,wdom $2,000.00 (3)Nft hdm mOtM do=wdhamm6Nm*ae
MAaat/cabinet/lamhwma $0.00 Sam mcabinatstr3nk(2)
we cow" 51.000AD
Gimskmm M.00 s3,500.00 sa0w=mom
DrywmA
M3bIPetfihg $6.SMOD tke*Mao
k*uWm/FRP SSW.DO R-t9 kealaoon se rmeoortw
%mpwkW odfwye i CW mpair I TOe Sma $7,150.00 Ziff Fry in omog wo R-tO msufatlm
FhtfMw
Paw*lg 50.00
Dyad LWAtg I pail % $2.000_00 Tap,bed mW paled aA mw west in dke and FRP rmtrooms
Fanea/doae S1,00D.00 R"MeOftft,mkam
Sbmk"mrweslaftrame 52,00ROD Ss,000.00
Mc.
Topers.Shefs PEA bid (3)Topo,(2)alert,aW(/)rkkral for espandeo m*ma
Toot pa wbumiameumm $3,000.00 (2)ADA PmVft*.(1)NmW SM Pa09m,and(1)Utewi prom
ResOmm Estrm 51,50tW M Ehfarb TomM Dbpdeas,(2)Soap Dbpm*cM(2)Sam AuMnek ydaW famb
Ewpmm t mft S5W.00
EWft shaft Rol Up Darr estador 0"bid S ON-00 Some typo of mg o0 door or bearW Ofet p omm*4 w
FOwing
Sere $D.W Rs*omw
VCT S2AW.DD Remama
Cmaeeed=i S4,=00 $6,000.80 sawofae
Oubkm
e%ck ffi bid (S)Ouroom WAL(3)m Dock,(3)an O im Side
Eke eftV of bid Outme,WfOng,Swit"br owe"V&
FeepmWAon SO.W FkespdrddersinrmUmvs
EmWior mg up door repair mpbw 519,40010 $18,400.00
Esdamw pert or laden, $13,250.00
Ombnd led be, S1,325.00
Row"tm S7,32M
Totd eoa SM901.00 &M W uM aawptance Of ismaunsry drawings(E4ti6it'A'l by so parem.
City of Fort Worth Lease Page 19
Pagel of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/25/2007
DATE: Tuesday, September 25, 2007
LOG NAME: 8000WBOYSANTAS REFERENCE NO.: C-22416
SUBJECT:
Authorize the City Manager to Execute a 60 Month Lease Agreement with 801 Grove, Limited with a
Mandatory Sublease for $1.00 Per Year to the Cowboy Santas Toy Program for Office and
Warehouse Space
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a 60 month Lease
Agreement with 801 Grove, Limited with a mandatory sublease for $1.00 per year to the Cowboy Santas
Toy Program for office and warehouse space.
DISCUSSION:
The purpose of this M&C is to authorize the lease and mandatory sublease of the property at 801 Grove
Street for use by the Cowboy Santas Toy Program. Funding for the lease is included in the FY 2006-07
Budget. For the past 25 years, the Cowboy Santas Toy Program has provided toys to low income families
during the holiday season. In recent years, the Cowboy Santas Toy Program has experienced tremendous
growth and now serves more than 10,000 children a year between the ages birth to twelve years. Because
of this growth, it has become necessary for the Cowboy Santas Toy Program to find a more permanent year
round facility for toy storage, distribution and program operations.
Staff recommends the leasing of 18,745 square feet of space located at the corner of 7th Street and Grove
Street, near the Intermodal Transportation Center. The space contains both office and warehouse area.
The lease agreement is for a period of 60 months with a base rent of $9,166.67 per month or $110,000
annually for the first year and a 3.5 percent increase for each of the 4 subsequent years. The City will be
responsible for rent, as well as water, sewer, electricity, and other utility charges on the property. The
Sublessee will be responsible for providing the Landlord with liability insurance. The Sublesse will pay the
City $1.00 per year to lease the premises.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon approval of the above recommendation, funds will be available in
the current operating budget, as appropriated, of the General Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 537010 0800500 $110,000.00
Submitted for City Manager's Office by: Libby Watson (6183)
Originating Department Head: Richard Zavala (871-5704)
Additional Information Contact:
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 10/15/2007
Page 2 of 2
Anthony Meyers (871-5775)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 10/15/2007