HomeMy WebLinkAboutContract 57068-A2 CSC No. 57068-A2
SECOND AMENDMENT TO
CITY SECRETARY CONTRACT NO. 57068
A LEASE AGREEMENT BETWEEN
FORT WORTH CONVENTION AND VISITOR'S BUREAU
AND
THE CITY OF FORT WORTH
This AMENDMENT NO.2("Amendment")is made and entered into by and between THE CITY
OF FORT WORTH("Landlord"),a home rule municipal corporation organized under the laws of the State
of Texas,acting by and through Dana Burghdoff,its duly authorized Assistant City Manager,and the FORT
WORTH CONVENTION AND VISITOR'S BUREAU ("Tenant"), a domestic non-profit corporation,
acting by and through Robert Jameson,its duly authorized President&CEO.
WHEREAS,the Landlord and Tenant entered into City Secretary Contract No. 57068, an office
space and parking lease agreement for the Premises located at 1201 Throckmorton Street,Fort Worth,Texas
76102 ("Leased Premises")which became effective on February 1, 2022 ("Lease");
WHEREAS, on July 27, 2022 the parties amended the Lease to allow for an additional sixty(60)
day period for construction of the finish out of the Premises, providing the Tenant a total of two hundred
and forty(240) days until the Initial Term of the Lease would be required to begin;
WHEREAS, as part of the original design and construction plans, certain bathrooms were
originally planned to be included as part of the defined "Common Area" under the Lease and under the
control of the Landlord;
WHEREAS, throughout the finish out phase of the Mandatory Improvements, both parties have
recognized that Tenant will be utilizing the entire west side of the first-floor space within the Building,
meaning there is no rentable space for another tenant that would or could access these bathrooms;therefore
it would be advisable for the bathrooms to be walled off from the Common Area hallway and enclosed
within the boundaries of Tenant's Leased Premises but continue to be considered "Common Area"under
the Lease;
WHEREAS, the bathrooms will continue to be subject to the Tenant's proportionate share of
Common Area fees to be paid to Landlord throughout the Term, and the Tenant will be responsible for the
maintenance of the bathrooms,to the Landlord's standards,throughout the Term;
WHEREAS, in the event that, at any time during the Term of the Lease or any renewal thereof,
another tenant should begin using any portion of the Premises — whether through sublease, partial
termination, or otherwise -the Tenant will be required to make additional improvements to the Common
Area to allow access to the bathrooms from the Common Area hallway; and
WHEREAS, through this Amendment, it is both parties' intent to add additional requirements
under the Lease related to the maintenance of the Common Area bathrooms by Tenant, to incorporate
additional required improvements to be made by Tenant to provide access to the bathrooms in the event the
Premises is subleased,the Lease terminates, or any amendment thereof allows for other tenants to utilize
space on the west side of the building, and update respective exhibits and attachments to reflect the new
building plans with direct access to the Common Area bathrooms from the Premises.
NOW THEREFORE,in consideration of the covenants and agreements set forth in the Lease and
herein, Tenant and Landlord agree to amend the Lease as follows:
OFFICIAL RECORD
Second Amendment to City Secretary Contract No. 57068 CITY SECRETARY
FT. WORTH, TX
1.
ARTICLE III, "COMMON AREA"under the Lease is hereby deleted in its entirety and
replaced with the following:
ARTICLE III
COMMON AREA
A. Common Area. Landlord may, from time to time, in its sole discretion, change the size, location,
nature and/or use of any part of the Common Area so long as such change to the Common Area does
not materially impair or restrict access to or visibility of the Premises or otherwise adversely impact
the Premises or Tenant's use thereof. Tenant and its employees and customers have the non-exclusive
right to use the Common Area in common with Landlord and other occupants of the Ground Floor
Portion of the Building permitted by Landlord to use the Common Area. No solicitation,by Tenant
or other persons,is permitted in the Common Area without Landlord's prior written consent,which
may be withheld in its sole discretion. Unless stated otherwise within this Lease, Landlord shall
maintain and repair the Common Area in good condition, including making any necessary
replacements.
B. West-Side Common Area Bathrooms. Tenant shall have direct access, from the Premises, to the
west-side Common Area bathrooms as identified within the attached Exhibit A-1 and Attachment 1
herein (`Common Area Bathrooms") and shall, during the finish out process, be authorized to
configure the Common Area Bathrooms in a manner such that they cannot be accessed from the
Common Area hallway except as provided below. The Tenant will be required to repair, operate,
secure, clean and maintain the Common Area Bathrooms at Tenant's sole cost and expense
throughout the Term. The Landlord will not be responsible for any maintenance or repair of the
Common Area Bathrooms although these bathrooms are still part of the Common Area under this
Lease during the Term. Additionally, Tenant will make improvements to the Common Area
Bathrooms to allow access from the Common Area hallway if and when directed by the Landlord,in
the Landlord's sole discretion when and if, at any time during the Term of the Lease, the Tenant
subleases a portion of the Premises, a new tenant moves into a portion of the Premises, or the Lease
terminates for any reason, including default by the Tenant. Tenant will be subject to the same
requirements under Section B of Article VII of this Lease"Discretionary Improvements"in the event
Landlord has directed Tenant to conduct the improvements described above.
C. Common Area Maintenance Costs. Tenant shall pay as part of the Operating Expenses under Article
II of this Lease Tenant's Pro Rata Share of the cost incurred by Landlord to repair, operate, secure,
clean and maintain the Common Area, utility expenses attributable to the Common Area, and
depreciation of maintenance equipment used solely for the Common Area (collectively, the
"Common Area Maintenance Costs").
Notwithstanding anything to the contrary set forth herein, the term "Common Area Maintenance
Costs" shall not include: (a) costs and expenses of a capital nature, including but not limited to,
original or new construction or installation(excluding improvements required under Section B of this
Article III of the Lease) or any capital investments or improvements or payments for rented
equipment (the cost of which would constitute a capital expenditure if such equipment had been
purchased);(b)any profit,or any cost or expense for labor,materials or services that are not directly
employed or used in maintaining the Common Area; (c) any expense for which Landlord is
reimbursed by other parties(including,without limitation,expenses paid by other Tenants,proceeds
of insurance coverage or condemnation awards or covered by warranties, guarantees or service
contracts);(d)any taxes or insurance premiums on areas of the Project other than the Common Area;
(e) any repairs to the Common Area necessitated by any construction within the Project (unless
Second Amendment to City Secretary Contract No. 57068 2
requested by Tenant, in which event the cost will be solely borne by Tenant); (f) any expenses
incurred as a result of Landlord's negligence or breach of its obligations under this Lease; (g) any
taxes on the Common Area if the Premises is not separately assessed and Tenant pays a pro rata
share of the taxes on the Project pursuant to Article V hereof; (h) costs due to casualty damage
(whether insured or not);(i) amortization,interest or other payments or charges on loans to Landlord,
whether such loans are secured by a deed of trust,mortgage on the Project or otherwise;0)alterations
attributable solely to Tenants of the Ground Floor portion; (k) wages, costs and salaries associated
with employees of Landlord; (1)the cost of correcting latent defects or defects in base construction
for the Common Area, including (without limitation) costs of repairs, replacements, alterations or
improvements necessary to make the Project comply with applicable past,present or future laws;(m)
costs of repairs,replacements or other work occasioned by the exercise by governmental authorities
of the right of eminent domain or easement rights affecting the Common Area; (p) penalties and
interest for late payments; (q) the costs of any disputes; (r)the initial cost of tools and equipment
used in the construction,maintenance or operation of the Project.
2.
Exhibit A-1 under the Lease is hereby deleted in its entirety and replaced with Exhibit A attached
to this Amendment.
3.
Attachment A under the Lease is amended to incorporate Exhibit A-1 of this Amendment as part
of the construction plans.
4.
If any terms in this Amendment are in conflict with terms under the Lease," the terms in this
Amendment shall prevail.
5.
All other terms and conditions of the Lease remain unchanged and in full force and effect.
(Signatures on Following Page)
Second Amendment to City Secretary Contract No. 57068 3
This Amendment is effective as of September 1, 2022.
LESSEE: TENANT:
City of Fort Worth, a home rule municipal FORT WORTH CONVENTION AND
Corporation of the State of Texas VISTIOR'S BUREAU,a domestic non-profit
corporation
Bv: William Johnson(S 12,202216:40 CDT) By:
William Johnson Robert L. Janks n
Assistant City Manager President and CEO
APPROVAL RECOMMENDED:
By:
Name: Lauren Prieur
Title: Interim Director, Transportation
and Public Works Department
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.
�ete�EGG/Ott
Peter Elliott(Sep 7,202214:34 CDT)
Peter Elliott
Parking Manager
Transportation Management Division
Transportation and Public Works Department
Approved as to Form and Legality
Thomas R. Hansen
da�onn� Assistant City Attorney
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A-0 ATTEST:
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° °OOOo°OO Jannette S.Goodall(Sep 13,20221120 CDT)
earl*EXpSoQp Jannette S. Goodall
OFFICIAL RECORD
Second Amendment to City Secretary Contract No. 57068 CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
EXHIBIT"A-1"
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Second Amendment to City Secretary Contract No. 57068 5
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 11/09/21 M&C FILE NUMBER: M&C 21-0859
LOG NAME: 21 VISIT FORT WORTH LEASE AT HOUSTON STREET
SUBJECT
(CD 9)Authorize the Execution of a Lease Agreement with the Fort Worth Convention and Visitor's Bureau for Approximately 9,367 Square Feet
of Space on the West Side Ground Floor at the Fort Worth Convention Center Garage Located at 1200 Houston Street, Fort Worth,Texas 76102
To Be Used for Office Space and Authorize the Execution of a Real Estate Brokerage Commission Agreement with NJP Commercial Real Estate,
LLC at a Rate of 4.50 Percent of the Base Rent
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a lease agreement with the Fort Worth Convention and Visitor's Bureau for approximately 9,367 square feet of
space on the west side ground floor at the Fort Worth Convention Center Garage located at 1200 Houston Street, Fort Worth,Texas 76102
to be used for office space; and
2. Authorize the execution of a real estate brokerage commission agreement with NJP Commercial Real Estate, LLC. at a rate of 4.50 percent
of the base rent.
DISCUSSION:
The Fort Worth Convention Center Garage(building)located at 1200 Houston Street, Fort Worth,76102 was built in 2009.The east and west
building ground floor spaces have never been leased or occupied.
In 2019,the City of Fort Worth Property Management Department(PMD)began discussions with the Fort Worth Convention and Visitors'Bureau
(FWCVB)and their real estate representative to relocate their offices in Sundance Square to the west side ground floor of the building.
Through further negotiations between PMD and FWCVB,terms were agreed upon and a Letter Of Intent was executed to lease the approximate
9,367 square feet(SF)of space and move forward with a lease agreement.
The Lease Agreement is base rent/SF+ Double Net(NN)(common area maintenance, insurance, property management fees)+utilities.
The highlighted terms are as follows:
• Primary Term of 10 years
• Base Rent:
Months 1 -12: No Base Rent
= Months 13-36: $18.00/SF
Months 37-84: $20.00/SF
Months 85-120: $22.00/SF
• Two(2)ten-year renewal options at then current market rates.
• Double Net(NN)estimated to be approximately$5.00/SF.
• $75.00/SF base rent credits for tenant improvements amortized over years 2-10 of the primary lease term.
FWCVB will make approximately$1,000,000.00 of improvements to the space and this lease will provide approximately$1,567,000.00 in lease
and parking revenues over the ten(10)year primary lease term.
The Leasing Agreement also stipulates that cooperating brokers in the transaction would be paid a separate commission fee of 4.50 percent of
the base rent. NJP Commercial Real Estate, LLC. is the cooperating real estate broker assisting with the negotiations and upon approval of this
Mayor and Council Communication (M&C)and the execution of the lease,the City will enter into a separate Commission Agreement with NJP
Commercial Real Estate, LLC.for their commission fee.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, execution of the lease agreement,funds will be deposited into
the Municipal Parking Fund. The Transportation and Public Works Department and(Financial Management Services Department)is responsible
for the collection and deposit of funds due to the City. Prior to any expense being incurred,the Transportation and Public Works Department also
has the responsibility to validate the availability of funds.
Submitted for City Manager's Office W. Dana Burghdoff 8018
Originating Business Unit Head: Steve Cooke 5134
Additional Information Contact: Mark Brown 5197
Ricardo Salazar 8379
Expedited