HomeMy WebLinkAboutContract 29485SECRETAR
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CITY 40.
STATE OF TEXAS §
COUNTY OF TARRANT §
This lease agreement (Lease) is made and entered into this, the January
2004, the effective date hereof, at Fort Worth, Texas by and between Interstate Industrial
Properties, L.P., (Lessor), and the City of Fort Worth, a municipal corporation, acting by
and through its duly authorized representative, Assistant City Manager, Joe Paniagua,
(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:
Approximately 4,000 rentable square feet of office space in the "Building" as well as the
parking and outside storage area at 2222 Wenneca Avenue, Fort Worth, Tarrant County,
Texas (collectively, the "Property"), a more particular description of which is attached as
page 1 of Exhibit "A".
This approximately 4,000 rentable square feet of office space as described above together
with any and all structures, improvements, fixtures and appurtenances thereon,
thereunder or over, shall be referred to as the "Leased Premises".
The boundaries and location of the Leased Premises are described on page 2 of the
attached Exhibit "A" and made a part hereof.
SECTION 2. Use of Premises. The Leased Premises shall be used primarily for
administrative offices and outside storage of equipment for the City of Fort Worth.
Lessor acknowledges and agrees to Lessee having dogs in the Leased Premises. Lessee
agrees to ensure that the dogs are accompanied at all times.
The Leased Premises may not be used for any illegal activity, or any activity of a
hazardous or high-risk nature that would endanger property or human safety;�however ®.. -,,-
Lessor acknowledges and agrees to Lessee storing evidence containing flammli
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on the Leased Premises in accordance with all applicable laws regulation and rdznances
of any governmental (or quasi -governmental) authority with jurisdiction ove
the same.
Lessee shall store such evidence in a non-flammable locked storage cabinet. addition,
Lessee will take measures to guard against any condition at the Leased Pre 'fees of ati
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City of Fort Worth Lease Page 1
illegal nature, or of a hazardous or high-risk nature that would endanger property or
human safety.
SECTION 3. Term and Rent. This lease shall be for a period of five years
commencing on either (i) March 15, 2004, or (ii) Lessor's completion of Tenant's
Improvements as described in Exhibit "B", whichever is later, and terminating sixty
months thereafter, unless a prior termination is effected by either Lessor or Lessee under
the termination provisions of this Lease. During the five-year term, Lessee shall pay
Lessor base rent, payable in equal monthly installments, as follows:
Year Base rent rate per square foot per year Monthly base rent installment
1 $6.80 $2,266.67
2 and 3 $6.90 $2,300.00
4 and 5 $7.00 $2,333.33
The amount collected for additional rent expenses for items discussed in Section 4 is
estimated at $1.00 per square foot, which equals $333.33 per month, and will be adjusted
during the term of the Lease Agreement in accordance with Section 4. The initial total
payment consisting of the monthly base rent payment and the additional rent expenses
shall commence at $2,600.00.
Lessee shall pre -pay the first month's rental payment of $2,600.00 upon execution
of this Lease by Lessor and Lessee; no other rental payment shall be due until the second
month Lessee has possession of the Leased Premises. Any overpayment of the first
month's rent shall be prorated on a per diem basis and credited towards the second
month's rental payment. Except for the first month's rental payment, the rental payment
and additional rent expense shall be made to the Lessor on the first day of each month
during the term of this Lease including any extensions of the Lease. Rent for any partial
calendar month shall be prorated on a per diem basis.
Lessee shall have the right to renew this Lease for three successive twelve-month
terms, provided that Lessee notifies Lessor in writing of its intent to extend on or before
90 days prior to the expiration of the initial five year term of the Lease or any renewal
period thereof (as applicable). The terms of this Lease shall continue to govern and
control the relationship of the parties during the renewal periods. Rent for any of the
renewal terms shall be as follows:
Renewal Term Base rent rate per square ft perms Monthly base rent installment
1St $7.10 $2,366.67
2" d $7.10 $2,366.67
3'a $7.10 $2,366.67 i
Lessee shall also be responsible for Additional Rent Expenses as outlined in S ctioA 4
during any renewal periods.
Ch)) of Fort Worth Lease Page 2
SECTI®N 4. Additional Rent Expenses. Except as otherwise provided in this Lease,
this Lease shall be deemed and construed to be a Triple Net Lease.
(A) During the term, Lessee shall .pay to Lessor, as additional rent, Lessee's prorata
share of all expenses, charges, and fees incurred by Lessor in connection with: (i)
real estate taxes and all other taxes, levies, charges, and assessments of every kind
and nature (including, without limitation, assessments of public improvements or
benefits) related to the Property that become due and payable during the term of the
Lease, by Lessor, and (ii) any fire, casualty, or liability insurance maintained by
Lessor in connection with the Property (including, without limitation, any
improvement thereon) (all of the foregoing are referred to as "Additional Rent
Expenses"). In addition, Lessee shall pay promptly, when due and payable during
the terms of the Lease, all charges for gas, water, sewer, steam, electricity, light,
power, telephone, or any other utility service furnished to or for the benefit of, or
used in connection with, the Leased Premises, directly to the service provider. All
utility services shall be separately metered to the Leased Premises, and Lessor shall
have no responsibility to furnish (or pay for) any of the foregoing utility services to
Lessee or the Leased Premises. Lessor shall notify Lessee before the lease
commencement date and before the beginning of each calendar year thereafter of
Lessor's estimate of the Additional Rent Expenses that Lessor will likely incur
during that year and Lessee's estimate monthly payment for Additional Rent
Expenses. For each month during the Lease term, Lessee shall pay Lessor, as
additional rent, one twelfth (1/12) of the estimated Additional Rent Expenses for the
calendar year beginning on the Lease commencement date (and the first day of each
calendar year thereafter). If Lessor determines during any particular calendar year
that the monthly estimated Additional Rent Expenses are greater than projected,
Lessor may adjust the monthly estimated payments of Additional Rent Expenses for
the remainder of the calendar year.
(B) Within ninety (90) days after the expiration of each calendar year during the Lease
term, or as soon as reasonably practical thereafter, Lessor shall determine the actual
Additional Rent Expense that it incurred during the preceding calendar year and
submit to Lessee a statement setting forth such determination. Within thirty (30)
days after the delivery of such statement, (i) Lessee shall pay Lessor any deficiency
between the estimate Additional Rent Expenses paid to Lessor during the previous
calendar year and the actual Additional Rent Expense incurred by Lessor, or (ii)
Lessor shall, at Lessor's election, refund to Lessee any overpayment of Additional
Rent Expense for the previous calendar year or credit the next installment (or
installments as necessary) of estimate Additional Rent Expenses for the then current
calendar year by the amount of any overpayment by Lessee.
(C) Lessee may at Lessee's sole cost and expense, at reasonable times during Lessor's
normal business hours, upon reasonable notice, audit Lessor's books and records
regarding the Additional Rent Expense for any particular calendar year. Lessee must
request any intended audit no later than sixty (60) days following Lessee's receipt of
Lessor's statement of actual Additional Rent Expenses for the previous calendar
year.
(D) Lessee shall pay prior to delinquency all taxes assessed against or levied upon its
occupancy of the Leased Premises, or upon the fixtures, furnishings, equipment, and
all other personal property of Lessee located in the Leased Premises. When possible
Lessee shall cause its fixtures, furnishings, equipment, and other personal property to
be assessed and billed separately from the property of Lessor. If any of Lessee's
fixtures, furnishings, equipment, and other personal property in the Leased Premises
are assessed and taxed with the property of Lessor, Lessee shall pay to Lessor its
share of such taxes within ten (10) days after Lessor's delivery to Lessee of a written
statement of the taxes applicable to Lessee's fixtures, furnishings, equipment or
personal property.
Lessor agrees to pay all real property taxes assessed against the Property and
applicable insurance premiums as they come due.
All installments of rent that are past due for more than 7 days shall bear interest at
the highest non -usurious rate chargeable by Lessor to Lessee from the date due until paid.
The parties acknowledge that the late charge is for the purpose of defraying Lessor's
administrative and other expenses incident to handling delinquent amounts and that the
late charge will fairly compensate Lessor for those administrative and other expenses
which cannot be determined precisely. Unless changes in accordance with Texas law, the
applicable method of calculating the usury rate ceiling under Texas law is the indicated
(weekly) rate ceiling, from time to time in effect, as provided in Tex. Fin. Code Ann. §
303.301-.308, as amended.
SECTION 5. Improvements, Repairs, Replacements, Additions and Removals.
Lessor at his own expense shall renovate the Leased Premises as described in attached
Exhibit `B" and made a part hereof ("Tenant Improvements"). Lessee will designate a
contact person to review and inspect the work completed by Lessor and to assist Lessor.
Lessor shall maintain in good repair the roof, foundation and exterior walls of the
Leased Premises upon written notification of any necessary repairs from Lessee. Lessee
agrees to give Lessor written notice of defects or need for repairs in the roof, foundation,
and exterior walls of the Leased Premises. Lessee will provide such written notification
as soon as it discovers repairs are necessary and Lessor shall complete or have completed
the repairs or maintenance within 10 days of receiving such notification (or if repair is
not capable of being completed within 10 days, within a reasonable time thereafter, so
long as Lessor is diligently pursuing such repair). Failure of the Lessor to complete such
repairs or maintenance shall be considered a default under the Lease.
Lessee shall, at Lessee's expense, keep the Leased Premises, including all
improvements, additions, and fixtures installed by Lessee, in good and tenantable
condition and shall promptly make all necessary repairs and replacements to the Leased
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City of Fort Worth Lease Page j
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Premises except those repairs that are the responsibility of Lessor as set forth herein.
However, for any necessary repairs and/or replacements required to be made by Lessee,
Lessee shall be responsible for the first $500.00 per occurrence of cost to cure defect and,
provided defect is not due to Lessee's sole negligence, Lessor shall be responsible for the
remainder of the cost. Lessor shall reimburse Lessee any eligible portion of Lessee's cost
to cure defect that exceeds $500.00 within 30 days of receipt of statement.
Lessee will not permit to remain, and will at its cost and expense promptly
discharge, all liens, encumbrances, and charges upon the Leased Premises or a part
thereof, arising out of the use or occupancy of the Leased Premises by Lessee, or by
reason of any labor or materials furnished or claimed to have been furnished, by, through,
or under Lessee, by reason of any construction, alteration, addition, repair, or demolition
of any part of the Leased Premises by, through, or under Lessee.
SECTION 6. Insurance. Lessor agrees to insure the structure and premises of 2222
Wenneca Avenue, Fort Worth, Tarrant County, Texas. Such insurance shall provide
protection for liability, fire and casualty, and property damage for the property owned by
the Lessor, situated at, and including, the Leased Premises. Prior to Lessee moving into
the Leased Premises, Lessor must provide Lessee with evidence of these coverage's
represented by Certificates of Insurance issued by the insurance carrier.
The City of Fort Worth is basically a self-funded entity and as such, generally, it 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.
SECTION 7. INDEMNITY. LESSEE SHALL BE IN EXCLUSIVE CONTROL OF THE
LEASED PREMISES, AND LESSOR SHALL NOT HAVE ANY LIABILITY TO
LESSEE OR ANY THIRD PARTY IN CONNECTION WITH THE LEASED PREMISES
UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE OF LESSOR. TO THE EXTENT PERMITTED BY LAW LESSEE
SHALL INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS LESSOR AND IS
AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY,
"INDEMNITEES") FOR, FROM AND AGAINST ALL LIABILITIES, CLAIMS,
DAMAGES, LOSSES, LIENS, COSTS, FINES, PENALTIES, CAUSES OF ACTION,
SUITS, JUDGMENTS AND EXPENSE (INCLUDING COURT COSTS, ATTORNEYS'
FEES, AND COSTS OF INVESTIGATION) OR ANY KIND FOR BODILY OR
PERSONAL INJURY (INDCLUDING DEATH) OR PROPERTY DAMAGE
OCCURRING ON, IN OR ABOUT THE LEASED PREMISE (COLLECTIVELY,
"LIABILITIES") OR IN ANY MANNER ARISING OUT OF OR CONNECTED WITH
LESSEE'S USE AND OCCUPANCY OF THE LEASED PREMISES, EVEN IF SUCH
LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT
NEGLIGENCE OF ANY INDEMNITEE. IN NO EVENT, HOWEVER, WILL LESSEE'S
THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES,
COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES,
WORKERS' COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER
EMPLOYEES' BENEFIT ACTS. THE PROVISION OF THIS PARAGRAPH APPLIES
TO ALL ACTIVITIES OF LESSEE WITH RESPECT TO THIS LEASE. 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.
THE PROVISIONS OF THIS SECTION 7 APPLY TO ALL ACTIVITIES OF LESSEE
WITH RESPECT TO THIS LEASE, WHETHER OCCURRING DURING ANY
PREOCCUPANCY CONSTRUCTION OF TENANT IMPROVEMENTS BY LESSEE (IF
ANY), DURING LESSEE'S MOVE -IN OR MOVE -OUT OF THE LEASED PREMISES,
OR DURING THE TERM OF THIS LEASE.
SECTION 8. WAIVER OF LIABILITY. LESSEE WAIVES ALL CLAIMS AGAINST
INDEMNITEES FOR INJURY TO OR DEATH OF PERSONS OR FOR ANY LOSS OF
OR DAMAGE TO PROPERTY OF LESSEE, ITS EMPLOYEES, AGENTS,
CUSTOMERS, OR INVITEES REGARDLESS OF WHETHER THE LOSS OR
DAMAGE IS DUE TO CASUALTY, THEFT, OR ANY OTHER CAUSE, UNLESS THE
INJURY, DEATH, LOSS, OR DAMAGE IS CAUSED SOLELY BY THE WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNITEE. ALL PERSONAL
PROPERTY IN THE LEASED PREMISES IS AT THE RISK OF LESSEE ONLY, AND
LESSEE WAIVES ALL CLAIMS AGAINST INDEMNITEES FOR ANY DAMAGE TO
OR THEFT OF PERSONAL PROPERTY IN THE LEASED PREMISES, EVEN IF
CAUSED BY ANY INDEMNITEE AND WHETHER OR NOT DUE IN WHOLE OR IN
PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
SECTION 9: DEFAULTS AND REMEDIES
9.1 Lessee Defaults. The occurrence of any of the following shall constitute a default
under this Lease:
(a) Lessee's failure to pay rent or to make any other payment required to
be made by Lessee hereunder when due within ten (10) days after
Lessee's receipt of notice of nonpayment from Lessor, provided
City of Fort Worth Lease Page 6
however, that Lessee is entitled to only two such notices per calendar
year. After second notice Lessee shall be in default if any payment
is not made when due.
(b) Abandonment or vacation of the Leased Premise by Lessee, for any
purpose except remodeling or restoration.
(c) Lessee's failure to cause to be released or bonded around mechanics
or materialmen's liens filed against the Leased Premises as a result
of the act or omission of Lessee, it employees, agents, contractors or
subcontractors within 30 calendar days after the date such lien has
been filed.
(d) Lessee's failure to observe or perform any other provision of this
Lease to be observed or performed by Lessee, where such failure
continues for 30 days after written notice thereof by Lessor to
Lessee; provided, however, that if the nature of such failure cannot
reasonably be cured within such thirty (30) day period, Lessee shall
not be deemed to be in default if Lessee shall within such period
commence such cure and thereafter diligently prosecute the same to
completion.
9.2 Remedies for Lessee Defaults
In the event of any default by Lessee, then, in addition to any other remedies available to
Lessor at law or in equity (all of which rights and remedies shall be cumulative, with the
exercise of one or more rights or remedies not to impair Lessor's rights to exercise any
other right or remedy, and all of which may be exercised with or without legal process as
then may be provided or permitted by the laws of the State of Texas), Lessor shall have
the following remedies:
(a) Lessor may terminate this Lease and all rights of Lessee by giving written notice
to Lessee of such election. If Lessor elects so to terminate this Lease, Lessor may
recover from Lessee: (i) the worth at the time of award of any unpaid rent and any
other indebtedness (ii) the amount of the amortized tenant improvement work
which has not been paid.
As used in (i) and (ii) above, the "worth at the time of award" is computed by
allowing interest at the highest rate allowed to be charged by nonexempt lenders
on other than consumer loans under Texas usury laws.
(b) In addition to the rights set forth above, Lessor may also alter locks and/or
security devices at the Leased Premises following notice of termination of the
Lease.
Nothing in this Section 9 shall be deemed to affect Lessor's right to indemnification for
liability or liabilities arising prior to termination of this Lease for personal injury or
property damage under the indemnification clause or clauses contained in this Lease.
City ofFort Worth Lease Page 7 ]��»
Notice of Termination. If Lessee fails to cure any default within the time periods set
forth in Section 9.1 above, Lessor may terminate this lease upon written notice to the
Lessee. Termination shall be effective 15 days after Lessee receives such notice.
9.3 Lessor Defaul
In the event of any default by Lessor, Lessee shall give Lessor written notice specifying
the default with particularity, and Lessor shall thereupon have thirty (30) days (plus an
additional reasonable period as may be required in the exercise by Lessor of due
diligence) in which to cure any such default. If Lessor fails to so cure any default after
this notice, Lessee may terminate this Lease upon written notice to Lessor, such
termination to be effective within thirty (30) days after Lessor's receipt of such notice.
However, if Lessee terminates this Lease because of Lessor's default and failure to cure,
Lessee shall not be required to pay the Cancellation Penalty as shown on Exhibit "C".
All obligations of Lessor under this Lease are covenants, not conditions, and all
obligations of Lessor are binding upon Lessor only during the period of its ownership of
the Leased Premises and not thereafter. Lessor's liability for the performance of any
Lessor obligations under this Lease is limited to Lessor's interest in the Leased Premises.
The owner of the Leased Premises at the date of commencement of the term will be
released from all obligations of the Lessor accruing after any transfer of the Leased
Premises to a subsequent owner, and the covenants and obligations of Lessor are binding
during the term upon each new owner for the duration of such owner's ownership.
SECTION 10. Fixtures . Lessor herein agrees that no property or equipment, owned or
installed by Lessee, or any representative 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, or subsequent to its
termination by either party; provided that Lessee shall repair all damage to the Leased
Premises caused by the placement or removal of such personal property or equipment
within the Leased Premises. Lessor further agrees that she/he will, at no time, hold or
retain, any property owned or installed by Lessee, for any reason whatsoever.
SECTION 11. Termination and Right of Inspection.
11.01 Funding, Non -Appropriation and Termination. 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; provided
however, if Lessee terminates the Lease at any time during the primary term,
except if terminated as provided in Section 9.3, Lessee shall pay a cancellation
penalty as set forth in Exhibit "C" attached hereto. There shall be no cancellation
penalty if Lessee terminates the Lease anytime after completing the first five-year
term.
City of Fort Worth Lease Page 8
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11.02 Lessor reserves the right to enter upon the Premises at all reasonable times for the
purpose of inspecting the Leased Premises, provided that such entry does not
adversely conflict with Lessee's rights hereunder.
SECTION 12. 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, 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. Lessee shall remove all its furniture and equipment on or before the
termination of the Lease; and Lessee shall be responsible for repairing any damage to the
Leased Premises caused by the removal of furniture and equipment.
SECTION 13. Governmental Regulations. Lessee agrees to comply fully with all
applicable Federal, state, and municipal laws, statutes, ordinances, codes, or regulations
in connection with use of the Leased Premises. Provided, however, Lessor shall make
all improvements necessary to make the Leased Premises comply with the Americans
With Disabilities Act of 1990 ("ADA"), 42 U.S.C. § 12101 et seq., and shall fully
indemnify and hold harmless Lessee from and against any and all claims, losses,
damages, suits, and liability of every kind, including all expenses of litigation,
arising out of or in connection with the Leased Premises' compliance, or lack of
compliance, with ADA.
Lessee shall not introduce nor allow to be introduced any hazardous waste or materials
within the Leased Premises, except as provided in Section2. Lessor represents and
warrants that to the best of its knowledge it has not introduced any hazardous wastes or
materials within the Leased Premises and that all hazardous wastes or materials have
been abated; that if any hazardous wastes or materials are found on the Leased Premises
that were introduced prior to the occupancy by Lessee, Lessor will indemnify Lessee
against all costs associated with the removal of the materials.
SECTION 14. Acceptance of Leased Premises . Lessee represents that, upon
occupancy of the Leased Premises, it accepts the Tenant Improvements, takes the Leased
Premises AS -IS, WHERE -IS, in good condition and that the Leased Premises are suitable
for the purposes for which they are being leased. Lessor has made no representations or
warranties, express, implied or arising by operation of law regarding the condition of the
Leased Premises or its fitness for a particular purpose.
SECTION 15. Assignment. Lessee shall not assign or sublet this Lease without the
prior written approval of Lessor. Upon issuance of such approval, this Lease shall be
binding on the successors, and lawful assignees of Lessor and the successors of Lessee,
City of Fort Worth Lease Page 9
as permitted by the terms of this agreement and by the laws 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.
SECTION 16. Subordination to Mort2a2es; Estoppel Certificate. Tenant accepts
this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or
other lien(s) now or hereafter affecting the Premises, the Building or the Property, and to
renewals, modifications, refinancings and extensions thereof and if, but only if, each
holder of any mortgage, deed of trust, ground lease or other lien subsequently affecting
the Leased Premises, the Building or the Property has executed and delivered to Tenant a
SNDA (hereinafter defined), then to any mortgage(s), deed(s) of trust, ground lease(s)
and other lien(s) subsequently affecting the Premise, the Building or the Property, and to
renewals, modifications, refinancings and extension thereof (collectively, a "Mortgage").
The party having the benefit of a Mortgage shall be referred to as a "Mortgagee." This
clause shall be self -operative, but upon request from a Mortgagee, Tenant shall execute a
commercially reasonable SNDA in favor of the Mortgagee. In lieu of having the
Mortgagee be superior to the Lease, a Mortgagee shall have the right at any time to
subordinate its Mortgage to this Lease. If requested by a successor -in -interest to all or
part of Landlord's interest in this Lease, Tenant shall, without charge, attorn to the
successor -in -interest if, but only if, such successor -in -interest has executed a SNDA or
other agreement whereby such successor in interest has agreed not to disturb or interfere
with Tenant's possession of the Premises (subject to the terms and conditions of this
Lease) for so long as Tenant is not in default under this Lease beyond any applicable
notice and cure period. Landlord represents and warrants to Tenant that as of the date of
this Lease there is no Mortgage filed against the Property. Prior to permitting a
Mortgagee to obtain a Mortgage on the Property, Landlord will use commercially
reasonable efforts to cause such Mortgagee to execute a Subordination, Non -disturbance
and Attornment Agreement ("SNDA") in form and substance reasonably satisfactory to
Landlord, Tenant and the Mortgagee. The SNDA, among other things, shall provide that
in the event a Mortgagee forecloses on the Property or otherwise enforces its right to
divest Landlord of its fee simple interest in the Property, then such Mortgagee will not
disturb Tenant's use and enjoyment of the Premises for so long as Tenant is not in default
under this Lease beyond any applicable notice and cure period. From time to time at the
request of either party, each party to this Lease agrees to promptly execute, have
acknowledged and deliver a certificate stating (a) the commencement date and the date of
expiration of the Term; (b) the rights (if any) of Tenant to extend the Term or to expand
the Leased Premises; (c) the Rent (or any components of the Rent) then currently payable
hereunder; (d) whether this Lease has been amended in any respect and, if so, submitting
copies of or otherwise identifying the amendments; (e) whether, within its knowledge,
there are any existing breaches or defaults hereunder by either party hereto, and, if so,
stating the defaults with reasonable particularity; and (f) such other information
pertaining to this Lease as may be reasonably requested. A party's failure to deliver to
the other party an executed estoppel certificate within ten (10) days after the failing party
first received a written request for such certificate shall constitute a representation by the
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failing party that all statements set forth in the requested estoppel certificate are true and
correct.
SECTION 17. Notices.
All notices to Lessor shall be sent to:
Interstate Industrial Properties, L.P.
Attn: Fred Disney
1320 South University Drive, Suite 104
Fort Worth, Texas 76107
All notices to Lessee shall be sent to:
Richard Neuhaus
Fire Administration
1000 Throckmorton
Fort Worth, Texas 76102
As well as to:
Administrator, Real Property Services
City of Fort Worth
927 Taylor Street
Fort Worth, Texas 76102
Mailing of all notices under the Lease 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 the Lease shall
commence upon the terms specified in the section requiring the notice.
SECTION 18. Entire Agreement; Modification . 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. This agreement cannot be
changed or modified orally, but only by an instrument in writing signed by both parties.
SECTION 19. 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 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.
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SECTION 20. 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.
SECTION 21. CASUALTY AND CONDEMNATION. (A) If all or any portion of the
Leased Premises are damaged by fire or other casualty resulting from the fault or
negligence of Lessee or any of Lessee's agents, employees, contractors, licensees or
invitees, and Lessor and Lessee agree that the Leased Premises can be repaired, rent shall
not abate during the repair of such damage, and Lessee shall repair and restore such
damage to Lessor's reasonable satisfaction. If the Leased Premises are damaged by fire
or other casualty not caused by negligence or fault of Lessee, its agents, employees or
invitees, the following shall result: (i) should the Leased Premises be rendered wholly
unfit for occupancy and not be susceptible of repair within a reasonable time after such
damage, Lessor and Lessee shall each have the option to terminate this Lease as of the
date of such damage, and Lessee shall pay rent apportioned to the time of such damage
and immediately surrender the Leased Premises to the Lessor; and Lessee shall not be
required to pay a Cancellation Penalty or (ii) should such damage be susceptible of repair
within a reasonable time after occurrence, Lessee shall promptly cause such repairs to be
made (using for such purpose available insurance proceeds) without affecting this Lease,
but the rent shall be equitably reduced or abated while such repairs are being made. In all
cases, due allowance shall be made for reasonable delay effecting repairs where caused
by delay in adjustment of insurance loss, strikes, labor difficulties, or any cause beyond
Lessee's control.
(B) If all or substantially all of the Leased Premises is taken by condemnation
proceedings or right of eminent domain, this Lease will terminate on the date of such
taking. All sums awarded or agreed upon between Lessor and the condemning authority
for the taking of the interest of Lessor or Lessee, whether as damages or as compensation,
will be the property of Lessor without prejudice, except for claims of Lessee against the
condemning authority for moving costs and the unamortized cost of leasehold
improvements paid for by Lessee taken by the condemning authority. If this Lease is
terminated under this paragraph, rent will be payable up to the date that possession is
taken by the condemning authority, and Lessor shall refund to Lessee any prepaid
unaccrued rent less any sum then owing by Lessor to Lessee.
SECTION 22. Holdover. Any possession of the Leased Premises by Lessee after the
date of expiration or termination of the Lease shall be deemed to be a month-to-month
tenancy at sufferance, terminable by either party upon 30 days written notice. If Lessee
so remains in possession of the Leased Premises, Lessee shall pay rent at a rate equal to
150% of the annual rent per month for each month Lessee remains in possession.
Nothing in this paragraph may be deemed as granting Lessor's consent for Lessee to
holdover.
City of Fort Worth Lease Page 12 JYl
a
SECTION 23. Lessee may not record this Lease or a memorandum of this Lease,
without the prior written consent of Lessor.
ATTACHMENTS & EXHIBITS
Exhibit A Leased Premises
Exhibit B Tenant Improvements
Exhibit C Cancellation Penalty - Amortization Schedule
Exhibit D 2222 Wenneca Finish -Out
City of Fort Worth Lease Page 13
this day of 2004.
LESSOR: terstate Industrial P�roerties, L.P
"Fre rick G. Disney, Jr.
General Partner
Interstate Industrial Genpar, L.L e.
A Texas limited liability company
,-ontract Author izatiOn
)-)ate
APPROVo AS TCS FORM AND LEGALITY:
Assistant City Attorney, or His Designee
M & C Number:
Date:
LESSEE
0
ATTEST:
Gloria Pearson
City Secretary
Contract Number:
City of Fort Worth Lease Page 14
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 Joe Paniagua, 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 the City of Fort Worth and that he/she 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
, 2004.
Notary Public in and for the State of Texas
City of Fort Worth Lease Page 15
day of
�
Y r
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 Fredrick G. Disney, 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 the Interstate Industrial Properties, Inc. and that he executed the same as the act of said Interstate
Industrial Properties, Inc. for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 6 �( day of
l , 2004.
Notary Pu ,he and-forthe Stat(�ryry/d'mTm�gg�'<
i4 .� Fri
BETTY U 6��1"t��W'w.
STATE OF TEMS
(�� rrr�. �_ , 2-23-2004
��CiIP �
City of Fort Worth Lease Page 16
Property Legal Description
Lot: Lots 13 through 17 and 18B
Block: 13
Addition: Crawford Addition
As recorded in: Volume 14796, Page 0036, Tarrant County Deed Records
Page 1 of 2
xY�,� r,..
City of Fort Worth Lease Page 17 ��,,,
ca
I
EXHIBIT (A)
15TH STREET
2,
511PA710, BMW
clkoll�;Olx-p 125.00,
10
fj
kp
rA
60.00,
18.
-A
�x ,:y
Yo
i
LO
�).W,
O.N. O.W.
O.H.
itso
nll
1\0001;
EXHIBIT r
To The Lease Agreement By and Between INTERSTATE INDUSTRIAL
PROPERTIES, L.P. (Lessor) and THE CITY OF FORT WORTH (Lessee)
Concerning The Leased Premises at 2222 Wenneca Avenue.
A. On or before March 15, 2004, Lessor will substantially complete
construction of three additional rooms, including heating and air
conditioning, and one shower area, further described on the attached
Exhibit "D". Lessor shall also remove existing counters near front
entrance of Leased Premises and make necessary repairs to flooring
and walls exposed after removal of counters.
B. Lessor agrees to construct, at Lessor's sole expense, the Tenant
Improvements and Lessee accordingly agrees to accept the
Cancellation Penalty provisions described in Section 11.01. In the
event Lessee desires to make a change to the improvements described
herein, then said change can be made at Lessee's expense by
submitting a written change order to Lessor.
C. All construction required in this Exhibit will be performed by trained
and qualified persons in a workman -like manner and will comply with
applicable building codes, local ordinances, governmental regulations,
and statutes. Lessee agrees to pay for any Additional Improvements
that may be required by Governmental Authorities beyond those listed
on Exhibit `B".
D. Lessee may, at reasonable times during construction, inspect the
construction of the improvements. Lessee may object to any
deficiencies in the completion of the improvements by providing
specific written notice to Lessor and Lessor will promptly cure the
deficiencies. Upon completion of the improvements, Lessee will
acknowledge in writing that the improvements have been completed
and that Lessee accepts the leased premises for the purpose of the
lease. At that time Lessor will have no further liability to the Lessee
regarding the completion and use of the improvements except that
Lessee shall be entitled to the benefit of any third party warranties f( �`a
the completed work, to the extent such warranties are assignable to
Lessee.....Am.. ._
City of Fort Worth Lease Page 18
E. Lessor agrees to give Lessee timely access to the premises during
construction so the installation of communication and computer wiring
may be installed by Lessee by the completion date of Tenant
Improvements.
I,S
City of Fort Worth Lease Page 19
Exhibit
Cancellation Penalty/Amortization Schedule
Cost of Improvements: $23,000.00
Interest Rate: 7.00%
Term (months) 120
Monthly Reduction: $267.00
Reduction
Applied to
Applied to
Cancellation
Month
Amount
Interest
Principal
Balance
Penalty
23,000.00
23,000.00
1
267.00
134.17
132.83
22,867.17
22,867.17
2
267.00
133.39
133.61
22,733.56
22,733.56
3
267.00
132.61
134.39
22,599.17
22,599.17
4
267.00
131.83
135.17
22,464.00
22,464.00
5
267.00
131.04
135.96
22,328.04
22,328.04
6
267.00
130.25
136.75
22,191.29
22,191.29
7
267.00
129.45
137.55
22,053.74
22,053.74
8
267.00
128.65
138.35
21,915.38
21,915.38
9
267.00
127.84
139.16
21,776.22
21,776.22
10
267.00
127.03
139.97
21,636.25
21,636.25
11
267.00
126.21
140.79
21,495.46
21,495.46
12
267.00
125.39
141.61
21,353.85
21,353.85
13
267.00
124.56
142.44
21,211.42
21,211.42
14
267.00
123.73
143.27
21,068.15
21,068.15
15
267.00
122.90
144.10
20,924.05
20,924.05
16
267.00
122.06
144.94
20,779.10
20,779.10
17
267.00
121.21
145.79
20,633.31
20,633.31
18
267.00
120.36
146.64
20,486.68
20,486.68
19
267.00
119.51
147.49
20,339.18
20,339.18
20
267.00
118.65
148.35
20,190.83
20,190.83
21
267.00
117.78
149.22
20,041.61
20,041.61
22
267.00
116.91
150.09
19,891.52
19,891.52
23
267.00
116.03
150.97
19,740.55
19,740.55
24
267.00
115.15
151.85
19,588.70
19,588.70
25
267.00
114.27
152.73
19,435.97
19,435.97
26
267.00
113.38
153.62
19,282.35
19,282.35
27
267.00
112.48
154.52
19,127.83
19,127.83
28
267.00
111.58
155.42
18,972.41
18,972.41
29
267.00
110.67
156.33
18,816.08
18,816.08
30
267.00
109.76
157.24
18,658.84
18,658.84
31
267.00
108.84
158.16
18,500.68
18,500.68
32
267.00
107.92
159.08
18,341.60
18,341.60
33
267.00
106.99
160.01
18,181.60
18,181.60
34
267.00
106.06
160.94
18,020.65
18,020.65
35
267.00
105.12
161.88
17,858.78
17,858.78
36
267.00
104.18
162.82
17,695.95
17,695.95
37
267.00
103.23
163.77
17,532.18
17,532.18
38
267.00
102.27
164.73
17,367.45
17,367.45
39
267.00
101.31
165.69
17,201.76
17,201.76
40
267.00
100.34
166.66
17,035.10
17,035.10
41
267.00
99.37
167.63
16,867.47
16,867.47
42
267.00
98.39
168.61
16,698.87
16,698.87
43
267.00
97.41
169.59
16,529.28
16,529.28
44
267.00
96.42
170.58
16,35x.7,0..... .w,,......
®16,358.70
Exhibit "C"
Cancellation Penalty/Amortization Schedule
Reduction
Applied to
Applied to
Cancellation
Month
Amount
Interest
Principal
Balance
Penalty
45
267.00
95.43
171.57
16,187.12
16,187.12
46
267.00
94.42
172.58
16,014.55
16,014.55
47
267.00
93.42
173.58
15,840.97
15,840.97
48
267.00
92.41
174.59
15,666.37
15,666.37
49
267.00
91.39
175.61
15,490.76
15,490.76
50
267.00
90.36
176.64
15,314.12
15,314.12
51
267.00
89.33
177.67
15,136.46
15,136.46
52
267.00
88.30
178.70
14,957.75
14,957.75
53
267.00
87.25
179.75
14,778.00
14,778.00
54
267.00
86.21
180.79
14,597.21
14,597.21
55
267.00
85.15
181.85
14,415.36
14,415.36
56
267.00
84.09
182.91
14,232.45
14,232.45
57
267.00
83.02
183.98
14,048.47
14,048.47
58
267.00
81.95
185.05
13,863.42
13,863.42
59
267.00
80.87
186.13
13,677.29
13,677.29
60
267.00
79.78
187.22
13,490.08
13,490.08
61
267.00
78.69
188.31
13,301.77.
0.00
62
267.00
77.59
189.41
13,112.36
0.00
63
267.00
76.49
190.51
12,921.85
0.00
64
267.00
75.38
191.62
12,730.23
0.00
65
267.00
74.26
192.74
12,537.49
0.00
66
267.00
73.14
193.86
12,343.62
0.00
67
267.00
72.00
195.00
12,148.63
0.00
68
267.00
70.87
196.13
11,952.49
0.00
69
267.00
69.72
197.28
11,755.22
0.00
70
267.00
68.57
198.43
11,556.79
0.00
71
267.00
67.41
199.59
11,357.20
0.00
72
267.00
66.25
200.75
11,156.45
0.00
73
267.00
65.08
201.92
10,954.53
0.00
74
267.00
63.90
203.10
10,751.44
0.00
75
267.00
62.72
204.28
10,547.15
0.00
76
267.00
61.53
205.47
10,341.68
0.00
77
267.00
60.33
206.67
10,135.00
0.00
78
267.00
59.12
207.88
9,927.12
0.00
79
267.00
57.91
209.09
9,718.03
0.00
80
267.00
56.69
210.31
9,507.72
0.00
81
267.00
55.46
211.54
9,296.18
0.00
82
267.00
54.23
212.77
9,083.41
0.00
83
267.00
52.99
214.01
8,869.40
0.00
84
267.00
51.74
215.26
8,654.14
0.00
85
267.00
50.48
216.52
8,437.62
0.00
86
267.00
49.22
217.78
8,219.84
0.00
87
267.00
47.95
219.05
8,000.79
0.00
88
267.00
46.67
220.33
7,780.46
0.00
89
267.00
45.39
221.61
7,558.84
0.00
90
267.00
44.09
222.91
7,335.94
0.00
91
267.00
42.79
224.21
7,111.73
0.00
92
267.00
41.49
225.51
6,886.21
0.00
93
267.00
40.17
226.83
6,659.38
0.00
94
267.00
38.85
228.15
6,431.23
0.00
Exhibit "C"
Cancellation Penalty/Amortization Schedule
Reduction
Applied to
Applied to
Cancellation
Month
Amount
Interest
Principal
Balance
Penalty
95
267.00
37.52
229.48
6,201.75
0.00
96
267.00
36.18
230.82
5,970.92
0.00
97
267.00
34.83
232.17
5,738.75
0.00
98
267.00
33.48
233.52
5,505.23
0.00
99
267.00
32.11
234.89
5,270.34
0.00
100
267.00
30.74
236.26
5,034.09
0.00
101
267.00
29.37
237.63
4,796.45
0.00
102
267.00
27.98
239.02
4,557.43
0.00
103
267.00
26.59
240.41
4,317.02
0.00
104
267.00
25.18
241.82
4,075.20
0.00
105
267.00
23.77
243.23
3,831.97
0.00
106
267.00
22.35
244.65
3,587.32
0.00
107
267.00
20.93
246.07
3,341.25
0.00
108
267.00
19.49
247.51
3,093.74
0.00
109
267.00
18.05
248.95
2,844.79
0.00
110
267.00
16.59
250.41
2,594.38
0.00
111
267.00
15.13
251.87
2,342.52
0.00
112
267.00
13.66
253.34
2,089.18
0.00
113
267.00
12.19
254.81
1,834.37
0.00
114
267.00
10.70
256.30
1,578.07
0.00
115
267.00
9.21
257.79
1,320.27
0.00
116
267.00
7.70
259.30
1,060.98
0.00
117
267.00
6.19
260.81
800.16
0.00
118
267.00
4.67
262.33
537.83
0.00
119
267.00
3.14
263.86
273.97
0.00
120
275.57
1.60
273.97
0.00
0.00
EXHIBIT "D►"
:4tII
UUMr .� •
Item
Walls
Ceiling
HVAC
Plumbing
Electrical
Flooring
Paints
Doors/Frames
& Hardware
Sub -total
Overhead/Profit
Sub -total
Tax
Sub -total
General Conditions
3 Rooms
with Shower
$1,650.00
640.00
5,000.00
4,500.00
4,300.00
745.00
700.00
2.000.00
$19,535.00
1.500.00
$21,035.00
1.735.00
$22,770.00
2.500.00
EXHIBIT "D"
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COUNCIL ACTION: Approved on 12/16/2003
DATE: Tuesday, December 16, 2003
LOG NAME: 36LEASE REFERENCE NO.: L-13729
SUBJECT:
Authorize a Lease Agreement with Interstate Industrial Properties, LP for Property Located at 2222
Wenneca Avenue for the Fire Department's Arson Division
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to enter into a lease agreement with Interstate Industrial Properties, LP for
property located at 2222 Wenneca Avenue for the Fire Department's Arson Division; and
2. Authorize a five-year lease agreement, contingent upon funds being appropriated each of the five years
and authorizing to renew the lease as necessary for up to three successive twelve-month periods.
DISCUSSION:
The Engineering Department, Real Property Services Division was requested to locate property suitable for
the purpose of establishing an office, parking, and outside storage for the Fire Department's Arson Division.
A triple net lease rate of $6.80 per square foot has been negotiated on the property located at 2222
Wenneca Avenue for year one of the five-year lease, which is a base cost of $27,200.00 (4,000 square feet
x $6.80), or $2,266.67 monthly. The rate per square foot will increase to $6.90 for years 2 and 3, and $7.00
for years 4 and 5 of the lease. The owner will construct office space to suit the requirements of the Fire
Department's Arson Division. If the City terminates the lease at any time before the primary term ends, the
City will be subject to a cancellation penalty, which will be the unamortized costs of the improvements. The
costs of the improvements is $23,000. For instance, if the City were to terminate the lease after the first
year of the lease, the City would have to pay $21,353.85. This penalty is lower each year, and is $0.00
after the first five years.
The City will also be responsible for payment of property taxes, insurance, utilities and maintenance under
the terms of this lease. For the first year of the lease, the estimated cost for the additional rent expenses
will be $3,999.96 annually, or $333.33 monthly. This amount will be slightly higher or slightly lower for the
remainder of the lease.
It is proposed that the lease be executed on February 1, 2004; however, the lease term will not begin until
all of the improvements are completed. The City will pay one month's rent in advance upon execution of
the lease, and then will begin paying monthly once all the improvements are completed.
The lease property is located in COUNCIL DISTRICT 9, Mapsco 76G.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
T.ogname: 36T.F.ASF Paas 1 of 7
the General Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 539120 0362020 $27.200.00
Submitted for City Manager's Office b Joe Paniagua (6140)
Originating Department Head: Charles Gaines (6801)
Additional Information Contact: Charles Gaines (6801)
Loename: 36LEASE Page 2 of 2