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HomeMy WebLinkAboutContract 37706CI i CE=_C€�ETARY��% CONTRACT NO, OFFICE LEASE AGREEMENT Between FWS REALTY, LTD. ("FWS") Or ("Lessor") And City of Fort Worth —Aviation Department ("Lessee") Effective: November 1, 2006 OF�Vi:rAL ��CORD CITY SECRETARY FT. WORTH, TX FWS - FBO OFFICE LEASE AGREEMENT OFFICE LEASE AGREEMENT This OFFICE LEASE AGREEMENT, (the "Lease") is made and entered into this day of DO:bVjp,.�,� , 2008, by and between FWS REALTY, LTD ("FWS") 3825 Camp Bowie Boulevard, , Fort Worth, Texas, 76107, acting by and through John Cockerham, its duly authorized Manager, as "Lessor" and City of Fort Worth, Aviation Department, 4201 North Main Street, Suite 200, Fort Worth, Texas, 76106, a home -rule municipal corporation of Tarrant, Denton, Parker and Wise Counties, acting herein by and through T.M. Higgins, its duly authorized Assistant City Manager, as "Lessee." WITNESSETH: Lessor now possesses a Master Lease from the City of Fort Worth, Texas for certain real property and improvements thereon at Fort Worth Spinks Airport (the "Airport") and is desirous of leasing a portion of the said real property and improvements to the Lessee under the terms and conditions hereinafter set forth. 1. Premises Rented (hereinafter "Premises"). Lessor hereby leases to Lessee a portion of the real property and improvements thereon described as Suites 112 and 112A, 13451 Wing Way, Fort Worth, Texas, 76028, consisting of approximately 508 square feet, as shown on Exhibit "A" attached hereto. 2. Term. The term of the Lease shall be one (1) month, commencing the 1st day of November, 2006, and continuing through and including the last day of November, 2006. After the original lease term and any renewal periods listed below, this lease may be continued month -to -month unless earlier terminated under the provisions of this Lease. During the period of time when this Lease is on a month -to -month term, FWS or Lessee may terminate this Lease with thirty (30) days' written notice to the other party. 3. 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 I iscal 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 parry. 4. Rent and Utility Payments. a) The Lessee shall pay to the Lessor the monthly rental amount $850.00 for Suites 112 and 112A. b) The respective rental payment applicable on October 1 of any year shall be adjusted upward by an amount equal to the increase in the Consumer Price Index FWS - FBO OFFICE LEASE AGREEMENT Page 2 of 10 ("CPI"), if any. There shall be no adjustment in the monthly rental payment in the event that the CPI remains the same or decreases. c) Rent payments shall be made in lawful money of Lite United States on the first day of each month, commencing on November 1, 2006. The rent shall be payable to FWS Realty, Ltd. at 3825 Camp Bowie Boulevard, Forth Worth, Texas, 76107 or at such other place as the Lessor may designate in writing. d) In the event payment is not received by FWS within ten (10) calendar days from the applicable monthly due date, FWS reserves the right to impose a late payment fee of one and one-half percent (1.5%) per month of the outstanding balance which shall be added to the amount due and owing to FWS. The assessments of late charges by FWS or the payment of same by Lessee shall not in any manner prejudice or diminish the rights of FWS as set forth herein. 5. Use of Premises. The Lessee shall use the premises for administrative and other lawful purposes only and shall not use or knowingly permit any part of the leased premises to be used for any unlawful purpose. Lessee will obey and comply with all lawful zoning ordinances, requirements, rules, regulations and restrictive covenants existing at any time during the continuance of this Lease in any way affecting the premises or the use of the premises. Lessee will not create a nuisance on the premises or will Lessee do anything to violate or increase the rate of insurance on the premises. 6. Condition of Premises. Lessee shall accept the Premises in its collective condition as is on the first day of use by Lessee without any liability or obligation on the part of FWS to make any alterations, improvements or repairs of any kind on or about any portion of the Premises. The Lessee shall, during the term of this Lease and any renewal or extension thereof, at its expense, cause the leased premises to be kept safe, neat, and clean. Grounds maintenance, as needed, shall be provided by the Lessor. 7. Maintenance. Lessee accepts the premises in a safe, clean and neat condition and as suited for the use intended by Lessee. Lessee, at its expense, agrees to maintain the premises and all fixtures contained therein in a safe, clean and neat condition. Lessor agrees to maintain the roof, foundation and all structural walls of the premises and to pay for repairs, if needed, to the heating and air conditioning system, plumbing, and electrical system. However, if any repairs to any of such items were caused by the negligence of Lessee or by anyone on the premises with the express or implied consent of Lessee, such repairs shall be the responsibility of Lessee in full. Lessee agrees to give Lessor immediate notice of any repairs that Lessor is obligated to make or to pay some portion thereof. Any alterations, additions, or improvements made to leased Premises by Lessee or on behalf of Lessee must be consented to in advance and in writing by Lessor, such consent not to be unreasonably withheld or delayed, prior to the commencement of proposed alterations, additions, or improvements. FWS — FBO OFFICE LEASE AGREEMENT Page 3 of 10 8. Alterations. Lessee covenants and agrees not to install any fixtures or make any alterations, additions or improvements to any portion of the Premises, inclusive of signage, without the prior written approval of FWS, which approval shall not be unreasonably withheld. All fixtures installed, personal property of Lessee, or additions and improvements made to the Premises by Lessee may be removed from the Premises, if Lessee is not then in default hereunder, (a) from time to time in the ordinary course of Lessee's business or in the course of reconstruction, renovation or alteration of the Premises by Lessee, with FWS's prior written consent in accordance with the first sentence of this Paragraph, and (b) during a reasonable period prior to the expiration of the term of this Lease, provided that Lessee shall promptly repair, at its own expense, damage to any portion of the Premises resulting from such installation and removal. 9. Access and Inspection. The Lessor or his agent shall be permitted to enter the leased premises at all reasonable times during usual business hours for the purpose of inspecting the leased premises and making any necessary repairs to the leased premises and performing any work therein that may be necessary. Nothing herein shall imply any duty upon the part of the Lessor to do any such work that under any provision of this Lease the Lessee may be required to perform and the performance thereof by the Lessor shall not constitute a waiver of the Lessee's default. The Lessor shall not in any event be liable for inconvenience, annoyance, disturbance, loss of business or other damage to the Lessee by reason of making such repairs or the performance of any such work, provided the Lessor undertakes and completes such repairs and work with reasonable dispatch. 10. Access for Sale/Lease. The Lessor and his representatives may enter the leased premises at any reasonable time for the purpose of exhibiting the leased premises for sale, lease or mortgage financing or posting notices of non -responsibility under any mechanic's lien law. 11. Casualty Loss. In case of damage by fire or other casualty to the building on the leased premises, without the fault of the Lessee, if the damage is so extensive as to amount practically to the total destruction of the leased property or of such building, or if the premises are rendered untenable, this Lease shall cease, and the rent shall be apportioned to the time of the damage. In all other cases where the leased premises are damaged by fire or other casualty without the fault of the Lessee, the Lessor shall repair the damage with reasonable dispatch, and if the damage has rendered the leased premises partially untenable, there shall be an apportionment of the rent until the damage has been repaired. In determining what constitutes reasonable dispatch, consideration shall be given to delays caused by strikes, adjustments of insurance and other causes beyond the Lessor's control. Lessor shall not be obligated to make repairs to the premises on account of casualty if the total cost of the repairs exceeds the annual rental. In such event, the Lessor shall have the option to terminate the Lease as of the date of the casualty. FWS — FBO OFFICE LEASE AGREEMENT Page 4 of 10 12. Lessee's Occupancy. The Lessee agrees not to vacate or abandon the premises at any time during the demised term or any extension or renewal thereof. Should the Lessee vacate or abandon the leased premises or be dispossessed by process of law or otherwise, such abandonment, vacation or dispossession shall be a breach of this Lease and, in addition to any other rights which the Lessor may have, the Lessor may remove any personal property belonging to the Lessee which remains on the demised premises and store the same, such removal and storage to be for the account of the Lessee. Lessee agrees to pay any such charges promptly on demand by Lessor. 13. Parking. Lessee shall have unrestricted right to the use of uncovered parking spaces in the parking areas of the building for the operational motor vehicles of its employees, officers, customers and invitees. Such parking spaces shall be unreserved and available on a first -come, first -served basis and shall be subject to and shall not include designated reserved spaces for other tenants, if any. 14. Lessee's Responsibility for Conduct. All required Lessee employees and personnel will obtain and display proper identification in accordance with prevailing Airport regulations for all areas of the Airport where required. All costs incurred in obtaining such required identification badge authorizations or endorsements shall be borne wholly by Lessee. Lessee warrants and represents that it shall fully comply with the City of Fort Worth Department of Aviation Minimum Standards for Fixed Base Operators and Other Airport Tenants as they currently exist or as modified in the future. 15. Environmental Removal and Disposal. Lessee shall be responsible for the proper removal and disposal of all regulated substances as defined by State and Federal Regulation (whichever is applicable) generated by Lessee as a result of Lessee's activities in, on and from the Premises. Such removal and disposal shall include, but not be limited to, Lessee's manifesting such regulated substances under Lessee's assigned Environmental Protection Agency Identification Number and ensuring that removal of such regulated materials from the Premises and FWS's leasehold is accomplished in accordance with Airport, local, State and Federal guidelines. Additionally, environmental contamination which impacts the Premises as a result of Lessee's improper handling, leakage, disposal or release of any regulated substances while utilizing the Premises, shall be the sole responsibility of Lessee. Lessee shall also be responsible for the safe and proper removal of all regulated substances it generates in conjunction with its use and occupancy of the Premises upon termination of this Lease. 16. Master Lease. It is expressly understood and agreed that if the lease or operating authorization between the Airport and FWS ("Master Lease") covering the Premises and adjacent areas or FWS's rights to conduct business, is terminated, canceled or abated as to any portion of the Premises and their related areas, such termination, cancellation or FWS — FBO OFFICE LEASE AGREEMENT Page 9 of 10 abatement will operate as a cancellation of this Lease, and FWS will be relieved of liability for any and all damages Lessee may sustain as a result thereof. FWS will promptly advise Lessee in writing of such termination, cancellation or abatement. Lessee agrees to abide by all applicable governmental laws, rules and regulations concerning Lessee's use and occupancy of the Premises, inclusive of the applicable portions of the Master Lease, which this Lease shall be subordinate to at all times. This Lease is subject to and conditioned by the prior written approval of the Airport and the continuing authority and/or discretion of FWS to operate at the Airport. 17. Assignment. Lessee shall have no right to assign or transfer any portion of the Premises or to assign this Lease. Any attempted assignment in violation of this provision shall be deemed null and void. Lessee shall not take any action or suffer action to be taken which has the effect of transferring any rights herein to any person or legal representative, whether by operation of law or otherwise. Breach of this covenant shall terminate Lessee's rights hereunder as of and from the date of such transfer, action or sufferance. 18. Insurance. Lessee agrees to obtain and maintain at all times during the term of this Lease, from a financially solvent insurance carrier(s), the following types and minimum amounts of insurance: a) All -Risk Property Insurance -coverage commensurate with the value of the Office/Storage Space's furnishings, equipment, spare parts and all other contents. b) Lessee is self -funded for Worker's Compensation, Employer Liability, Comprehensive General Liability, and Automobile Liability. Damages for which Lessee would ultimately be found liable would be paid directly and primarily by the Lessee and not a commercial insurance company. It is further agreed that the insurance policies of the Lessee, for the coverages described herein, shall respond on a primary basis. Insurance requirements of Lessee shall provide for thirty (30) days written notice to FWS and Lessee, as the case may be, of any material change, cancellation or nonrenewal of said policies and each party shall provide the other a Certificate of Insurance evidencing the coverages required herein. Notwithstanding any other provisions of this Lease to the contrary, neither Lessor nor Lessee shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees if any such loss or damage is covered by insurance benefiting the party suffering such loss or damage or was required to be covered by insurance pursuant to this Lease. FWS — FBO OFFICE LEASE AGREEMENT Page 6 of 10 19. General Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, LESSEE AGREES TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS LESSOR FOR, FROM, AND AGAINST ALL CLAIMS ARISING OUT OF LESSEE'S USE AND OCCUPANCY OF THE LEASED PREMISES. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE LESSEE TO ASSESS, LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS SECTION. 20. Force Ma.ieure. Neither FWS nor Lessee shall be liable for their failure to perform under this Lease (or for any loss, injury, damage or delay of any nature whatsoever resulting there from) caused by any act of God, act of nature, fire, flood, windstorm, strike, labor dispute, riot, insurrection, war or any other cause beyond either party Is control. 21. Disclaimer of Liability. THE PARTIES HEREBY AGREE THAT UNDER NO CIRCUMSTANCES SHALL FWS BE LIABLE TO LESSEE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE), INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS. 22. Default. It shall be considered a default of this Lease if: (a) Lessee shall fail to make timely payments required hereunder on the date due and said default shall continue for ten (10) days after receipt by Lessee of notice thereof from FWS; (b) Lessee shall fail to perform any other material covenant herein, and such default shall continue for a period of thirty (30) days after receipt by Lessee of written notice of said default from FWS; (c) the parties shall cease to do business as a going concern; (d) a petition is filed by or against either party under the Bankruptcy Act or any amendment thereto (including a petition for reorganization or an arrangement) or under any other debtor protection laws; (e) Lessee shall fail to comply with the City of Fort Worth Department of Aviation Minimum Standards ; or (f) either party assigns its property for the benefit of creditors. In the event of any default hereunder, either party shall, at its option and without further notice, have the right to terminate this Lease. In the event FWS terminates this Lease, it shall have the right to remove the Aircraft and any other property of Lessee from the Premises in the event Lessee does not forthwith vacate and surrender the Premises and remove its property. 23. Taxes, Assessments and Fees. Lessee shall be solely responsible for the payment of all taxes, assessments, license fees, or other charges that may be levied or assessed during the term of this Lease upon or against any personal property or equipment located within or on the Premises which is owned by, leased to or in the care, custody and control of Lessee. FWS — FBO OFFICE LEASE AGREEMENT Page 7 of 10 e 24. Termination. At the expiration or earlier termination of the Lease term, or other Lease term as agreed to in Paragraph 5, the Lessee shall surrender the leased premises in a safe, clean and neat condition, normal wear and tear excepted. 25. Time. It shall be considered that time is of the essence of this Agreement. 26. Sale/Lease. The Lessor may, at any time, within sixty (60) days prior to the expiration of this Lease, place in or on the leased premises a "For Sale" sign or "For Rent" sign, and may at any time during reasonable hours throughout the term of this Lease, enter the premises and exhibit same to prospective purchasers or tenants. 27. Governing Law. This Lease shall be construed in accordance with the laws of the State of Texas. 28. Relationship of Parties: Independent Contractor. The relationship between FWS and Lessee shall be that of Lessor and Lessee. FWS and Lessee shall act at all times as independent contractors and nothing contained herein shall be construed to create the relationship of principal and agent nor employer and employee. Additionally, neither party shall be considered the partner, joint venturer, agent, fiduciary, bailee, or trustee of the other, and neither party shall be responsible for the acts or omissions of the other. 29. Remedies Cumulative; Waiver. The rights and remedies with respect to any of the terms and conditions of this Lease shall be cumulative and not exclusive and shall be in addition to all other rights and remedies. The waiver by either party of any covenant or condition of this Lease shall not preclude, such party from demanding performance thereafter in accordance with the terms hereof. 30. Notices. Any notice given by one party to the other in connection with this Lease shall be in writing and shall be sent by certified or registered mail, return receipt requested: (1) If to FWS, addressed to: FWS Realty, Ltd. 3825 Camp Bowie Boulevard Fort Worth, Texas 76107 Attn: John Cockerham FWS — FBO OFFICE LEASE AGREEMENT Page 8 of 10 (2) If to Lessee, addressed to: City of Fort Worth Aviation Department 4201 North Main, Suite 200 Fort Worth, Texas 76106 Notice shall be deemed to have been given on the date of receipt as shown on the return receipt. 31. Integration. This Lease and its addenda constitute the entire Lease between the parties and, as of its effective date, supersede all prior independent agreements between the parties related to the use of the Premises at the Airport. Any change or modification hereof must be in writing, signed by both parties. 32. Successors Bound. Except as otherwise provided herein, this Lease shall be binding and shall inure to the benefit of the heirs, legal representatives, successors and assigns of the parties hereto. 33. Limitation of Liability. FWS shall not be responsible for or liable to Lessee or any other person, for any personal injury or property damage (including claims and injuries arising in negligence or strict liability) resulting from acts or omissions of, or for any personal injury or property damage resulting from the acts or omissions of Lessee (including damages and injury arising in strict liability or negligence) except when such injury or damage arises from the willful misconduct or gross negligence of FWS. 34. Premises Security. The Premises which is the subject of this Lease is located within the boundaries %J the Airport's perimeter fence and situated on the AOA. FWS and Lessee shall adhere at all times to the prevailing Airport security regulations established by the Airport and set forth in 49 CFR 1540 et seq. 35. Dispute Resolution. The parties hereby agree that any dispute that arises under this Lease shall be resolved through mediation. Specifically, any disputes arising out of or connected with this Lease will be submitted to mediation in Tarrant County, Texas, in accordance with the rules for alternative dispute resolutions set forth under Texas law. The parties will mutually cooperate to select the mediator to be used. Any and all information, negotiation and results of the mediation will remain confidential. In the event that mediation is not successful, the parties agree that venue will lie in Fort Worth, Tarrant County, Texas.. FWS — FBO OFFICE LEASE AGREEMENT Page 9 of 10 36. Binding Obligations. The covenants, terms, conditions, provisions and undertakings in this Lease or in any renewal thereof, shall extend to and be binding upon the heirs, executors, administrators, successors and assigns of the respective parties hereto, as if they were in every case named and expressed; and wherever reference is made to either of the parties hereto, it shall be held to include and apply also to the heirs, executors, administrators, successors and assigns of such party, as if in each and every case so expressed. IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. APPROVED AS TO FORM AND LEGALITY Assistant City Attorney ATTEST: Marty Hendri City Secretary "LESSOR" FWS REALTY, LTD. IIARRISON REALTY INVESTMENTS, LLC GENERAL PARTNER Cockerham, Manager "LESSEE" CITY OF FORT WORTH T.M. Higgins Assistant City Manager FWS - FBO OFFICE LEASE AGREEMENT Page 10 of 10 I` Y Sr"'CRE TARY EXHIBIT A