HomeMy WebLinkAboutContract 35306 (2)LEASE AGREEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
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This lease agreement ("Lease") is made and entered into this, the first day of May
2007 the effective date hereof, at Fort Worth, Texas, by and between Hwy 80 Capital,
L.P., a Texas limited partnership ("Lessor"), and the City of Fort Worth, a municipal
corporation, acting by and through its duly authorized representative, Assistant City
Manager, Marc A. Ott ("Lessee"). The term "Lessor" shall include the agents,
representatives, and employees 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 16,141 rentable square feet of office space on the 3rd floor (the
entire third floor) (Suite 300) and approximately 600 rentable square feet of storage space
on the lst floor of the office building located at 8851 Camp Bowie West, Fort Worth,
Tarrant County, Texas, (the "Building") and associated parking lot (collectively referred
to as the "Property") a more particular description of which is attached as "Exhibit A".
This 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" or the "Premises." The square footage of the leased premises shall be subject
to review of final plans and measurement of the Premises by the Lessor in accordance
with commonly accepted BOMA measurement standards. If such measurement results in
a change in the rentable square footage of the Premises, the the base rent and pro rata
share calculations used to determine excess operating expenses and the tenant finish
allowance shall be adjusted accordingly. Lessee shall, within (15) days after the date of
receipt of the Lessors's written request, execute and return a lease amendment and
memorandum setting out the final, agreed upon rentable square footage of the Premises.
The boundaries and location of the Leased Premises are described on the
attached Exhibit A and made a part thereof.
SECTION 2. Use of Premises. The Leased Premises shall be used primarily for
administrative offices and equipment storage for the City of Fort Worth.
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. Lessee will
take measures to guard against any condition at the Leased Premises of an illegal nature,
or of a hazardous or high-risk nature that would endanger property or human safety.
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SECTION 3. Term and Rent. The initial term of this Lease shall be for a period of
sixty-two (62) months commencing on May 1, 2007 (the "Commencement Date"), and
terminating on June 30, 2012, unless a prior termination is effected by either Lessor or
Lessee under the termination provisions of this Lease. During the initial term, Lessee
shall pay Lessor basic rent as follows:
Months Basic Rate Per SF Monthly Basic Rent
Office Space:
1 — 2 $ -0- Rent Abated
3 — 62 $15.50 $20,848.79
First Floor Storage Space:
1 — 62 $6.65 $332.50
The rental payment shall be made to the Lessor on the first day of each month during the
term of the Lease and the first day of the month during any extension of the Lease. Rent
for any partial calendar months shall be prorated on a per diem basis. Lessee may occupy
the Leased Premises thirty (30) days prior to the Commencement Date for purposes of
furniture installation and cabling provided that such early access to the Leased Premises
shall be subject to the terms and conditions of this Lease excepting only those requiring
the payment of basic rent and additional rent.
SECTION 4. Renewal Option. Provided no event of default exists, Lessee shall have
the right to renew this Lease for a maximum of two successive five-year terms by
providing Lessor with written notice of such election not earlier than twelve (12) months
nor later than six (6) months before the expiration of the initial Lease Term (or the
Renewal Term, as applicable). The terms of the Lease shall continue to govern and
control the relationship of the parties during the renewal periods. Basic rent for each of
the renewal terms ("Proposed Renewal Terms") shall be at the then prevailing market
rate for similar buildings in the market area (the "Prevailing Rental Rate"); provided,
however, in no event shall the Prevailing Rental Rate exceed an amount that is six
percent (6%) more than the then current Basic Rent rate per rentable square foot in effect
hereunder. Within thirty (30) days after receipt of Lessee's notice to renew, Lessor shall
deliver to Lessee written notice of the Proposed Renewal Terms and shall advise Lessee
of the required adjustment to basic rent, if any. Lessee shall, within ten (10) days after
receipt of Lessor's notice, notify Lessor in writing whether Lessee accepts or rejects
Lessor's determination of the Prevailing Rental Rate used to determined the Proposed
Renewal Terms. If Lessee accepts Lessor's proposal, then the base rent for the renewal
term shall be the Proposed Renewal Terms. If Lessee rejects Lessor's determination of
the Prevailing Rental Rate, or fails to timely notify Lessor in writing that Lessee accepts
or rejects Lessor's determination of the Prevailing Rental Rate, time being of the essence
with respect thereto, Lessee's rights to renew shall terminate and Lessee shall have no
right to renew this Lease.
SECTION 5. Exnansion Ontion. Provided no event of default exists and subject to the
rights of other tenants of the Building and the then existing availability of such space,
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Lessee shall have the right (the "Expansion Option") from the date this Lease is fully
executed through twelve (12) months from the Commencement Date, to increase the size
of the Leased Premises by leasing, up to an additional 20,000 square feet, any available
space in the Building (the "Expansion Space") as mutually selected by Lessor and Lessee
on the same terms and conditions as for the current Leased Premises hereunder (prorated
for the applicable space and the remaining Term. Any tenant improvement allowance for
the Expansion Space shall be the amortized value relative to the remaining Term. Upon
exercise of the Expansion Option by Lessee and subject to the conditions set forth
hereinabove, Lessor and Lessee shall enter into a written agreement modifying and
supplementing the Lease in accordance with the provisions hereof. Any termination of
the Lease shall terminate all expansion rights hereunder. The expansion rights of Lessee
hereunder shall not be severable from the Lease, nor may such rights be assigned or
otherwise conveyed in connection with any permitted assignment of the Lease. Lessor's
consent to any assignment of the Lease shall not be construed as allowing an assignment
of such rights to any assignee.
SECTION 6. Ri�ht of First Refusal. In addition to its rights under the Expansion
Option defined above, provided (a) that no Event of Default exists under any term or
provision contained in the Lease and no condition exists which with the passage of time
or the giving of notice or both would constitute an Event of Default pursuant to the
Lease, (b) that Lessee has continuously occupied the Leased Premises for the Permitted
Use during the Term, and (c) subject to the pre-existing rights of existing tenants in the
Building and other prospective tenants, Lessee (but not any assignee or subtenant), shall
have the right, subject to the terms and conditions set forth below, to lease any available
space on the second floor (the "Right of First Refusal Space") before it is leased to any
third party during the Term.
Subject to the terms above, in the event any third party expresses interest in
leasing all or any portion of the Right of First Refusal Space during the Term ("Third
Party Interest"), Lessor shall offer the entire Right of First Refusal Space to Lessee upon
the same terms, covenants and conditions as provided in the Lease for the original
Premises, given that the basic rent, the length of lease term, the base year, and the tenant
improvement allowance (if any) shall be 1) the same terms as the Lease if exercised
during the Expansion Option or 2) after the end of the Expansion Option term, the same
as the terms included in a written bona fide third party offer for the Right of First Refusal
Space which are acceptable to Lessor. Lessee shall accept the space "As-Is," (except for
any tenant improvements contained in such bona fide third party offer) and Lessee shall
have no further rights with respect to the Right of First Refusal Space. If Lessee notifies
Lessor in writing of the acceptance of such offer within ten days after Lessor has
delivered such offer to Lessee, Lessor and Lessee shall enter into a written agreement
modifying and supplementing the Lease and specifying that such Right of First Refusal
Space accepted by Lessee is a part of the Premises demised pursuant to the Lease for the
remainder of the Term and any renewal thereof, if applicable, and containing other
appropriate terms and conditions relating to the addition of the Right of First Refusal
Space to the Lease (including specifically any increase or adjustment of the rent as a
result of such addition). In the event that Lessee does not notify Lessor in writing of its
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acceptance of such offer in such ten day period, or elects to not exercise Lessee's rights
under this provision, the Lessor may lease the Right of First Refusal Space or any portion
thereof to any third party upon the terms included in the bona fide third party offer
initially presented to Lessee. Any termination of the Lease shall terminate all rights of
Lessee with respect to the Right of First Refusal Space. The rights of Lessee with respect
to the Right of First Refusal Space shall not be severable from the Lease, nor may such
rights be assigned or otherwise conveyed in connection with any permitted assignment of
the Lease. Lessor's consent to any assignment of the Lease shall not be construed as
allowing an assignment or a conveyance of such rights to any assignee. Nothing herein
contained should be construed so as to limit or abridge Lessor's ability to deal with the
Right of First Refusal Space or to lease the Right of First Refusal Space to other Lessees
on the terms set forth herein, Lessor's sole obligation being to offer, and if such offer is
accepted, to deliver the Right of First Refusal Space to Lessee in accordance with this
provision.
Any acceptance of Right of First Refusal Space, Expansion Space or Renewals shall be
subject to City Council approval.
SECTION 7. Taxes, Insurance, Utilities, Care of the Leased Premises and Buildin�
Operatin� Expenses, Maintenance and Service. Lessor agrees to be responsible for the
payment of all electricity, natural gas, water, or other utility charges that come due and
payable during the term Lessee occupies the Leased Premises.
Lessee shall pay its pro rata share of any increase in taxes, insurance, utilities,
(which shall include water, sewer, trash, electricity and gas) and Operating Expenses
(hereinafter defined) above the 2007 base year. Tenant's pro rata share shall be 33.03%
based on the rentable square footage of the Building ("Approximately Rental Area of the
Building") which determined by Lessor to be approximately 16,741 square feet. Lessor
may make a good faith estimate of the additional rent to be due by Lessee for any
calendar year or part thereof during the Term. During each calendar year or partial
calendar year of the Term (after the base year), Lessee shall pay to Lessor, in advance
concurrently with each monthly installment of basic rent, an amount equal to the
estimated additional rent for such calendar year or part thereof divided by the number of
months therein. As used herein, the term "Operating Expenses" shall mean all direct and
indirect costs, expenses paid and disbursements of every kind (subject to limitations set
forth below) with Lessor incurs, pays or becomes obligated to pay in each calendar year
in connection with operating, maintaining, repairing, owning and managing the Building
and the Property including, but not limited to, the following:
(1) All labor costs for all persons performing services required or utilized in
connection with the operation, repair, replacement and maintenance of and
control of access to the Building and the Property, including but not limited to
amounts incurred for wages, salaries and other compensation for services,
professional training, payroll, social security, unemployment and other similar
taxes, workers' compensation insurance, uniforms, training, disability benefits,
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pensions, hospitalization, retirement plans, group insurance or any other similar
or like expenses or benefits.
(2) All management fees, the cost of equipping and maintaining a management
office at the Building, accounting services, legal fees not attributable to leasing
and collection activity, and all other administrative costs relating to the Building
and the Property.
(3) All Rent and/or purchase costs of materials, supplies, tools and equipment used
in the operation, repair, replacement, and maintenance and the control of access
to the Building and the Property.
(4) All amounts charged to Lessor by contractors and/or suppliers for services,
replacement parts, components, materials, equipment and supplies furnished in
connection with the operation, repair, maintenance, replacement and control of
access to any part of the Building, or the Property generally, including the
heating, air conditioning, ventilating, plumbing, electrical, elevator and other
systems and equipment of the Building and the garage. At Lessor's option,
major repair items may be amortized over a period of up to five (5) years.
(5) All premiums and deductibles paid by Lessor for fire, flood and extended
insurance coverage, earthquake and extended coverage insurance, liability and
extended coverage insurance, rent loss insurance, elevator insurance, boiler
insurance and other insurance customarily carried from time to time by lessors
of comparable office buildings or required to be carried by Lessor's mortgagee.
(6) Charges for all utilities, including but not limited to electricity, water, electricity,
gas and sewer.
(7) "Taxes," which for purposes hereof, shall mean (a) all real estate taxes and
assessments on the Property, the Building, the Complex or the Premises, and
taxes and assessments levied in substitution or supplementation in whole or in
part of such taxes, (b) all personal property taxes for the Building's personal
property, including license expenses, (c) all taxes imposed on services of
Lessor's agents and employees, (d) all sales, use or other tax, excluding state
and/or federal income tax now or hereafter imposed by any governmental
authority upon rent received by Lessor, (e) all other taxes, fees or assessments
now or hereafter levied by any governmental authority on the Property, the
Building or its contents or on the operation and use thereof (except as relate to
specific tenants), and (� all costs and fees incurred in connection with seeking
reductions on or refunds in Taxes including, without limitation, any costs
incurred by Lessor to challenge the tax valuation of the Building or the Property,
but excluding income taxes. Estimates of real estate taxes and assessments for
any calendar year during the Lease Term shall be determined based on Lessor's
good faith estimate of the real estate taxes and assessments. Taxes and
assessments hereunder are those accrued with respect to such calendar year, as
opposed to the real estate taxes and assessments paid or payable for such
calendar year.
(8) All landscape expenses and costs of repairing, resurfacing and striping of the
parking areas and garages of the Property, if any.
(9) Cost of all maintenance service agreements, including those for equipment,
alarm service, window cleaning, drapery or mini-blind cleaning, janitorial
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services, metal refinishing, pest control, uniform supply, landscaping and any
parking equipment.
(10) Cost of all other repairs, replacements and general maintenance of the Property
and Building neither specified above nor directly billed to Lessees, including the
cost of maintaining all interior Common Areas including lobbies, multi-tenant
hallways, restrooms and service areas.
(11) The amortized cost of capital improvements made to the Building or the
Property with are (a) primarily for the purpose of reducing operating expense
costs or otherwise improving the operating efficiency of the Property or
Building; or (b) required to comply with any laws, rules or regulations of any
governmental authority or a requirement of Lessor's insurance carrier. The cost
of such capital improvements shall be amortized over a period of five (5) years,
or longer (at Lessor's option), and shall, at Lessor's option, include interest at a
rate that is reasonably equivalent to the interest rate that Lessor would be
required to pay to finance the cost of the capital improvement in question as of
the date such capital improvement is performed, provided if the payback period
for any capital improvement is less than five (5) years, Lessor may amortize the
cost of such capital improvement over the payback period.
(12) Any other chance of any nature whatsoever which, in accordance with general
industry practice with respect to the operation of a first class office building,
would be construed as an operating expense.
Operating Expenses shall not include repairs and general maintenance paid from
proceeds of insurance or by a tenant or other third parties, and alterations attributable
solely to individual tenants of the Property. Further, Operating Costs shall not
include the cost of capital improvements (except as above set forth), depreciation,
interest (except as provided above with respect to the amortization of capital
improvement), lease commissions, and principal payments on mortgage and other
non-operating debts of Lessor. Capital improvements are more specifically defined
as:
(1) Costs incurred in connection with the original construction of the Property or
with any major changes to same, including but not limited to, additions or
deletions of corridor extensions, renovations and improvements of the Common
Areas beyond the costs caused by normal wear and tear, and upgrades or
replacement of major property systems; and
(2) Costs of correcting defects (including latent defects), including any allowances
for same, in the construction of the Property or its related facilities; and
(3) Costs incurred in renovating or otherwise improving, designing, redesigning,
decorating or redecorating space for tenants or other occupants of the Property
or other space leased or held for lease in the Property.
If the Building is not at least ninety-five percent (95%) occupied during any calendar
year of the Lease term or if Lessor is not supplying services to at least ninety-five
percent (95%) of the Approximate Rentable Area of the Building at any time during
any calendar year of the lease Term, actual Operating Costs for purposes hereof, shall
be determined as if the Building had been ninety-five percent (95%) occupied and
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Lessor had been supplying services to ninety-five percent (95%) of the Approximate
Rentable Area of the Building during the entire year. Any necessary extrapolation of
Operating Costs that are affected by changes in the occupancy of the Building and
such other buildings (including, at Lessor's option, Taxes) to the cost that would have
been incurred if the Building and such other buildings had been ninety-five percent
(95%) occupied and Lessor had been supplying services to ninety-five percent (95%)
of the Approximate Rentable Area of the Building.
Within a reasonable time after the end of each calendar year, Lessor will notify
Lessee of the actual costs of the applicable expenses (those that Lessee is to pay
under this addendum) for the previous year. If the actual costs of the applicable
expenses exceed amounts paid or owed by Lessee for the previous year, Lessee must
pay the deficient amount to Lessor within thirly days after Lessor notifies Lessee of
the deficient amount. If the actual costs of the applicable expenses are less than the
amounts paid by Lessee for the previous year, Lessor will refund the excess to Lessee
or will credit the excess to Lessee's next rent payment. Lessee may audit or examine
those items in Lessor's records that relate to Lessee's obligations under this
addendum. Lessor will promptly refund to Lessee any overpayment revealed by an
audit or examination. If the audit or examination reveals an error of more than 5%
over the amounts Lessor collected in a calendar year from Lessee under this
addendum, Lessor will pay the reasonable cost of the audit or examination. Lessor
may not seek a deficiency from Lessee under this paragraph if Lessor fails to timely
provide the required notice.
Notwithstanding the foregoing, for purposes of computing Lessee's Pro Rata Share of
Operating Expenses, and provided Tenant is not then in default beyond any
applicable notice and cure periods, the Controllable Operating Expenses (hereinafter
defined) shall not increase by more than 6.5% per calendar year. "Controllable
Operating Expenses" shall mean all Operating Expenses exclusive of the cost of
Taxes, insurance and utilities.
Lessor agrees to pay all taxes and insurance as they come due. Lessor shall keep
the Leased Premises in good, clean habitable condition, normal wear and tear expected.
Lease Agreement
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SECTION 8. Services Furnished by Lessor.
A. Lessor a�rees to furnish Lessee the followin� services (provided that nothin� shall
limit or modifv the parties' respective obligations under the attached Work Letter and all
such work must be completed before any of these services are required to be provided):
(1) The hot and cold water for the common areas will be provided and
maintained by landlord. If Lessee desires additional hot water in the Leased
Premises for any approved reason, includin�a private lavatorv or kitchen,
cold water shall be supplied by the Lessor. The Lessee shall be responsible
for water lines and fixtures installed at Lessee's sole cost and expense with
the prior reasonable consent of Landlord. If Lessee desires hot water in the
Leased Premises, Lessee, at its sole cost and expense and subject to the
prior reasonable consent of Lessor, may install a hot water heater in the
Leased Premises. Lessee shall be solel�ponsible for the maintenance
and repair of any such water heater.
(2) Central heat and air conditioning in season during normal business hours, at
such temperatures and in such amounts and are considered by Lessor, in its
reasonable judgment, to be standard for buildings of similar class, size, a�e
and location, or as required b�governmental authorit�
(3) Maintenance and repair of all common areas in the manner and extent
reasonably deemed by Lessor to be standard for buildings of similar class,
a�e and location.
(4) Janitorial and cleanin� service in and about the Premises on business davs;
provided, however, if Lessee's floor covering or other improvements
require special treatment, Lessee shall pay the additional cleaning cost
attributable thereto as Additional Rent upon presentation of a statement
therefore bv Lessor. Lessee shall not provide or use any other janitorial or
cleaning services without Lessor's consent, and then onl�ject to the
supervision of Lessor and at Lessee's sole cost and responsibilit��
janitor, cleaning contractor or employees at all times satisfactory to Lessor.
(5) Electricity to the Premises for �eneral office use.
(6) Florescent bulb replacement in the Premises necessary to maintain building
standard lighting as established by Lessor and fluorescent and incandescent
bulb replacement in the common areas and service areas.
(7) Passenger elevator service in common with Lessor and other persons during
normal business hours and frei�ht elevator service in common with the
Lessee and other persons during normal business hours. Such normal
elevator service, for visitin� customers and/or visiting passen er� s, or
frei�ht, if furnished at other times, shall be optional with Lessor and shall
never be deemed a continuin� obli�ation. Lessor, however, shall provide
passen�er elevator service dailv at all times to Lessee and employees of the
Lessee b�gnated code to be �iven to Lessee by lessor, when normal
visiting customer and/or visitin�passen�er elevator service is not provided
during after hours.
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(8) Access control to the Building durin� other than normal business hours
shall be provided in such form as Lessor deems appropriate. Lessee shall
cooperate fully in Lessor's efforts to maintain access control to the Buildin�
and shall follow all regulations promul atg ed bv Lessor with respect thereto.
Notwithstandin� an hin� herein to the contrary Lessee expressly
acknowledges and a�reed that Lessor is not warrantin� the efficacv of anv
access personnel, service, procedures or equipment and that Lessee is not
rel�g and shall not hereafter rely on anv such personnel services,
procedures or equipment. Lessor shall not be responsible or liable in any
manner for failure of any access personnel, services, procedures or
equipment to prevent, control, or apprehend anyone suspected of causing
personal injurv or damage in, on or around the Propert�
B. Except as otherwise expressl�provided herein, the failure bv Lessor to any extent to
furnish, or the interruption or termination of these defined services in whole or in part,
resultin� from adherence to laws, re�ulations and administrative orders, wear, use,
repairs, improvements alterations or anv causes bevond the reasonable control of Lessor
shall not render Lessor liable in any respect nor be construed as a constructive eviction of
Lessee, nor give rise to an abatement of Rent, nor relieve Lessee from the obligation to
fulfill any covenant or agreement hereof. Should any of the equipment or machinery
used in the provision of such services for any cause cease to function properly, Lessor
shall use reasonable dili�ence to repair such equipment or machinery.
SECTION 9. Improvements, Repairs, Replacements, Additions and Removals.
Lessor, in accordance with Section 4 of the Lease, shall maintain in good repair
the roof, foundation, exterior walls, heating air conditioning, electrical, plumbing and
interior painting or other treatment of interior walls of the common areas of the Building.
Lessee agrees to give Lessor written notice of defects or need for repairs in the
roof, foundation, exterior walls, heating, air conditioning, electrical, and plumbing 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 ten (10) days of receiving such notification (or if repair is not capable
of being completed within ten (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.
Lessor and Lessee agree to abide by the work letter (attached hereto as exhibit D)
relating to improvements, repairs, finish-outs, additions and removals.
SECTION 10. Insurance. Lessor agrees to insure the structure and premises of the
Building. 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. Verification of this coverage shall be provided to Lessee prior to the
execution of this contract. Lessee assumes no liability or financial obligation for the
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acquisition or maintenance of such insurance; all costs incurred during the course of
insuring the premises shall be borne solely by the Lessor.
SECTION 11. Liability and Hold Harmless. LESSOR COVENANTS AND
AGREES TO RELEASE, INDEMNIFY, HOLD HARMLESS AND DEFEND
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM
AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY
DAMAGE, PERSONAL INJURY, OR ANY OTHER TYPE OF LOSS OR
ADVERSE CONSEQUENCE RELATED IN ANY WAY TO THE USE OF THE
COMMON AREAS OF THE BUILDING, REGARDLESS OF WHETHER THE
ACT OR OMISSION COMPLAINED OF RESULTS FROM THE ALLEGED
NEGLIGENCE OR ANY OTHER ACT OR OMISSION (BUT EXPRESSLY
EXCLUDING THE SOLE OR GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT) OF LESSOR, LESSEE, OR ANY THIRD PARTY.
LESSOR SHALL LIKEWISE RELEASE, INDEMNIFY, HOLD
HARl�ZLESS AND DEFEND LESSEE FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS RELATED IN ANY WAY TO ANY DAMAGE TO, OR
DEFECTS IN, THE LEASED PREMISES OR ANY OTHER ADVERSE
CONSEQUENCES RELATED TO THE LEASED PREMISES, REGARDLESS OF
WHETHER THE ACT OR OMISSION COMPLAINED OR RESULTS FROM
THE ALLEGED NEGLIGENCE OR ANY OTHER ACT OR OMISSION (BUT
EXPRESSLY EXCLUDING THE SOLE OR GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT) OF LESSOR, LESSEE, OR ANY THIRD PARTY.TO
THE EXTENT PERMITTED BY LAW, LESSEE SHALL INDEMNIFY,
PROTECT, DEFEND AND HOLD HARMLESS LESSOR AND ITS 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, ATTORNEY'S FEES, AND COSTS OF
INVESTIGATION) OF ANY HIND FOR BODILY OR PERSONAL INJURY
(INCLUDING DEATH) OR PROPERTY DAMAGE OCCURRING ON, IN OR
ABOUT THE LEASED PREMISES (COLLECTIVELY, "LIABILITIES") OR IN
ANY MANNER ARISING OUT OF OR CONNECTED WITH 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 LEASE.
SECTION 12: Defaults and Remedies.
12.1 Lessee Defaults. The occurrence of any of the following shall constitute a default
under this Lease:
Lease Agreement
(a) Lessee's failure to pay rent or to make any other payment
Page 10 of 26
required to be made by Lessee hereunder when due within ten (10)
days after Lessee's receipt of written notice of nonpayment from
Lessor, provided, 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 Premises by Lessee,
for any purpose except remodeling or restoration.
(c) 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 thirty (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 (3 0) 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.
12.2 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 exercises 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 the 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.
l. Nothing in this Section 8 shall be deemed to affect Lessor's
right to indemnification for liabiiity or liabilities arising prior
to termination of this Lease for personal injury or property
damage under the indemnification clause or clauses contained
in the Lease.
Lease Agreement Page 11 of 26
2. Notice of Termination. If Lessee fails to cure any default
within the time periods set forth in Section 8.1 above. Lessor
may terminate this lease upon written notice to the Lessee.
Termination shall be effective 5 days after Lessee received
such notice.
12.3 Lessor Default. 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 the 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. 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 13. 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. Lessor further agrees that he/she will, at no time, hold or
retain, any property owned or installed by Lessee, for any reason whatsoever.
SECTION 14. Termination and Ri�ht of Inspection.
14.01. If Lessee elects to terminate the Lease because of any alleged default or breach by
Lessor of any Lease provisions, Lessee shall be required to give Lessor immediate notice
in writing of that intention stating specifically the reasons therefore and allowing Lessor
thirty (30) calendar days after the date of Lessor's receipt of the notice to cure any or all
default(s) or breach(es) specified in the notice. If the specified defaults or breach(es) of
Lessor are not cured to the satisfaction of Lessee's Administrator of Real Property
Services, the Lease will be terminated. Termination pursuant to Lessor's default shall be
without further penalty of expense to either party.
14.02. 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. Termination pursuant to this non-
appropriation clause shall be without further penalty or expense to either party. Lessee
Lease Agreement Page 12 of 26
shall use reasonable efforts to provide Lessor with prior written notice of the failure to
appropriate sufficient funds to satisfy any obligation of Lessee hereunder at least 60 days
prior to the date of termination pursuant to this Section 14.02.
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 conflict
with Lessee's rights hereunder.
SECTION 15. 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 accepted. 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 damages to
the Leased Premises caused by the removal of furniture and equipment.
SECTION 16. Governmental Re�ulations. Lessee agrees to comply fully with all
applicable Federal, state and municipal laws, statues, ordinances, codes, or regulations in
connection with use of the Leased Premises. Provided, however, Lessor (i) shall make all
improvements necessary to make the common areas of the Leased Premises including the
restrooms comply with the Americans With Disabilities Act of 1990 ("ADA"), 42 U.S.C.
§ 1201 et seq., 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 Building's compliance, or lack of
compliance, with ADA, and (ii) shall make all improvements necessary to correct and/or
abate all environmental hazards of the Building and the Leased Premises.
SECTION 17. Accentance of Leased Premised. Lessee represents that it takes the
Leased Premises in good condition and that the Leased Premises are suitable for the
purposes for which they are being leased.
SECTION 18. Assi�nment. Lessee may assi�n or sublease the Premises to another city
department for administrative office use upon written notification to Lessor. Lessee shall
not assign or sublet this Lease to a third party without the prior written approval of
Lessor, which shall not be unreasonably withheld or delayed. 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
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 19. Subordination to Mort�a�es; Estoppel Certi�cate. Lessee accepts
this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or
other lien(s) now 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
Lease Agreement Page 13 of 26
mortgage, deed of trust, ground lease or other lien subsequently affecting the Premises,
the Building or the Property has executed and delivered to Lessee a Subordination, Non-
Disturbance Attornment Agreement (hereinafter defined as "SNDA"), then to any
mortgage(s), deed(s) of trust, ground lease(s) and other lien(s) subsequently affecting the
Premises, 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, Lessee 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-trust to all or part of Lessor's interest in this Lease, Lessee
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 Lessee's possession of the Premises (subject to the
terms and conditions of this Lease) for so long as Lessee is not in default under this Lease
beyond any applicable notice and cure period. Prior to permitting a Mortgage to obtain a
Mortgage on the Property, Lessor will use commercially reasonable efforts to cause such
Mortgagee to execute a SNDA in form and substance reasonably satisfactory to Lessor,
Lessee 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
Lessor of its fee simple interest in the Property, then such Mortgagee will not disturb
Lessee's use and enjoyment of the Premises for so long as Lessee 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 Lessee 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 (� 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
failing party that all statements set forth in the requested estoppel certificate are true and
correct.
SECTION 20. Notices.
All notices to Lessor shall be sent to:
Hwy 80 Capital, L.P.
c/o Red Oak Realty, LLC
500 West 7�' Street, Suite 1212 Unit 44
Fort Worth, Texas 76102
Attention: James M. Eagle
Lease Agreement Page 14 of 26
All notices to Lessee shall be sent to:
Manager, Real Property Services
1000 Throckmorton
Fort Worth, Texas 76102
As well as to:
Administrator, Real Property Services
City of Fort Worth
900 Monroe Street, Suite 302
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 21. Entire A�reement. 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 22. 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 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.
SECTION 23. 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 any breach shall be in Tarrant County, Texas.
SECTION 24. Rules and Re�ulations. Lessee shall abide by the Building Rules and
Regulations attached hereto as Exhibit B.
SECTION 25. Parkin�. During the herein defined Term and any Renewal Terms,
Lessee shall be allotted, on a first come first serve basis, standard surface parking spaces
for the Building at no additional charge. Lessee shall receive not less than forty (40)
parlcing spaces on the surface lot of the Building. In addition, Lessee shall receive sixty
(60) secured spaces on a secured fenced asphalt surface lot to be provided at Lessor's
expense. Lessee shall repair or replace, subject to Lessor's direction and supervision, any
damage to the parking lots caused by Lessee. If Lessee fails to make such repairs or
replacements within 15 days after the occurrence of such damage, then Lessor may make
the same at Lessee's cost.
Lease Agreement Page 15 of 26
SECTION 26. Si�na�e. Lessor shall provide and install, at Lessee's cost, all letters or
numerals on the exterior of the Premises; all such letters and numerals shall be in the
standard graphics for the Building and no others shall be used or permitted on the
Premises without Lessor's prior written consent. In addition, Lessor will list Lessee's
name in the Building's directory, if any, located in the lobby of the Building and will at
Lessor's expense install signage on one panel of�the existing monument sign on the north
side of the Building subject to Lessor's reasonable approval and subject to compliance
with all applicable laws. City logo must comply with City's policies for us of such logo.
SECTION 27. Contin�encies. This Lease is subject to approval by the Fort Worth City
Council.
SECTION 28. Brokera�e Commissions. Neither Lessor nor Lessee has dealt with any
broker or agent in connection with the negotiation or execution of this Lease, other than
NAI Huff Partners and Red Oak Realty, LLC, whose commissions shall be paid by
Landlord pursuant to separate written agreements. To the extent permitted by law,
Lessee and Lessor shall each indemnify the other against all costs, expenses, attorneys'
fees, liens and other liability for commissions or other compensation claimed by any
broker or agent claiming the same by, through, or under the indemnifying party.
SECTION 29. Casualty Loss.
A. Lessee must immediately notify Lessor of any casualty loss in the Building or the
Leased Premises. Within 20 days after receipt of Lessee's notice of a casualty loss,
Lessor will notify Lessee if the Building or the Leased Premises are less than or more
than 50% unusable, on a per square foot basis, and if Lessor can substantially restore the
Leased Premises and the Building within 120 days after Lessee notifies Lessor of the
casualty loss.
B. If the Leased Premises are less than 50% unusable and Lessor can substantially
restore the Leased Premises and any damage the Building affecting Lessee's ability to
use the Leased Premises within 120 days after Lessee notifies Lessor of the casualty,
Lessor will restore the Building and Leased Premises to substantially the same condition
as before the casualty. If Landlord fails to substantially restore within the time required,
Lessee may terminate this lease.
C. If the Leased Premises are more than 50% unusable and Lessor can substantially
restore the Leased Premises within 120 days after Lessee notifies Lessor of the casualty,
Lessor may: (1) terminate his lease or (2) restore the Leased Premises and any damage to
the Building affecting the Lessee's ability to use the Leased Premises to substantially the
same condition as before the casualty. If Lessor chooses to restore and does not
substantially restore the Leased Premises and the applicable portion of the Building
within the time required, Tenant may terminate this lease.
Lease Agreement Page 16 of 26
D. If Lessor notifies Lessee that Lessor cannot substantially restore the Leased Premises
and any damage to the Building affecting the Lessee's ability to use the Leased Premises
within 120 days after Lessee notifies Lessor of the casualty loss, Lessor may: (1) choose
not to restore and terminate this lease; or (2) choose to restore, notify Lessee of the
estimated time to restore, and give Lessee the option to terminate this lease by notifying
Lessor within 10 days.
E. If this lease does not terminate because of a casualty loss, rent will be reduced from
the date Lessee notifies Lessor of the casualty loss to the date the Leased Premises are
substantially restored by an amount proportionate to the extent the Leased Premises are
unusable.
Attachments and Exhibits.
Exhibit A— Description of the Premises
Exhibit B— Building Rules and Regulations
Exhibit C — Parking Plan
Exhibit D — Work Letter
Lease Agreement Page 17 of 26
I
SIGNED this day of Y , 2007.
LESSOR: Hwy 80 Capital, L.P.
By: TAG WFMG, LLC,
Its eneral partner
By.
Jame Eagle, its manager
M & C Number: -' � �r%
Contract Number:
Lease Agreement
LESSEE: City of Fort Worth
�
/
By. /' .�-
Marc A. Ott
Assistant City Manager
ATTEST:
Marty drix
City Secretary
APPROVED AS TO FORM AND
LEGALITY:
��%t`��L�� /�C , `�� ,�'�
City Attorney, or His Designee
,, �:; ft'� � ,;�`� l � ��'� J�;.:,
� � � �� t� c� � l� �'' �' }L�`i �a1�')
:ti, ,;� i r,-7p7
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, Page 18 of 26 ' , �
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 Marc A. Ott, known 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 purpose and consideration therein expressed and in the capacity therein
stated.
�l
GIVEN UNDER MY HAND AND SEAL OF OFFICE this � day of
��2� , 2007.
�
� �.� ��
r� sr r ,, a .�e.,.� .
ti� '>>��� HErri� �rv� �� >
� G�y � MY COC�11UlISSIOPI EXPI�F;�. I,'
��r i Juty ?�, ��J07 i,i:
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- v r / ,- %�.�.Y�,.i"v'�;y'.'r-'YVY\ V�j��
Lease Agreement
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Notary Public in and for the State of Texas
Page 19 of 26
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 James M. Eagle, known to be the same person whose name
is subscribed to the foregoing instrument, and acknowledged to me that the same was the
manager of TAG WFMG, LLC, general partner of Hwy 80 Capital, L.P. and that he/she
executed the same as the act of said limited liability company and limited partnership for
the purpose and consideration therein expressed and in the capacity therein stated.
GIVEN LTNDER MY HAND AND SEAL OF OFFICE this ��"�`� day of
Iv�A�� , 2007.
—�
� �p?YPbp i JOAN ELISABETH REATH
=_°' '`�: Notary Public, State of Texas
;,s����`�; My Commission Expires
'�.,,;�F6r���.� AupU6t 19, 2009
OC'.l.L. � • `eA��
ary Public in and for the State of Texas
Lease Agreement Page 20 of 26
EXHIBIT A
Description of the Premises
Page 21 of 26
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EXHIBTT B
Building Rules and Regulations
Page 22 of 26
EXHIBIT "B"
ATRTUM CENTER
RULES AND REGULATIONS
The following Rules and Regulations shall apply to the Premises, the Building, Common Areas, the
Parking Lot associated therewith, the Land and the appurtenances thereto:
1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by
tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased
Premises and for going from one to another part of the Building.
2. Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no
sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein. Damage
resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees,
shall be paid by such tenant.
3. No signs, advertisements or notices shall be painted or afFixed on or to any windows or doors or other
part of the Building without the prior written consent of Landlord. No nails, hooks or screws shall be
driven or inserted in any part of the Building except by building maintenance personnel. No curtains or
other window treatments shall be placed between the glass and the Building Standard window treatments.
4. Landlord shall provide and maintain an alphabetical directory for all tenants in the main lobby of the
building. Tenant shall receive one listing at no cost. Additional listings (subject to availability will be
provided at a cost of $.30 per letter).
5. Landlord shall provide all door locks in each tenant's leased premises, at the cost of such tenant, and no
tenant shall place any additional door locks in its leased premises without Landlord's prior written consent.
Land]ord shall fur�ish to each tenant a reasonable number of keys to such tenant's ]eased premises, at such
t�nant's cest, and no tenant shall make a duplicate thereof. Tenant will rece:ve two (2) keys for its leased
premises and one (1) mailbox key at no charge. Additional keys shall be provided at Landlord's standard
charge.
6. Ivlovement in or out ot the i�uilcling o� iurniture or orfice equipment, or dispatcn or receipt by tenanis of
any bulky material, merchandise or materials which require use of elevators or stairways, or movement
through the Building entrances or lobby shall be conducted under Landlord's supervision at such times and
in such a manner as Landlord may reasonably require. Each tenant assumes all risks of and shall be liable
for all damage to articles moved and injury to persons or public engaged or not engaged in such
movement, including equipment, properiy and personnel of Landlord if damaged or injured as a result of
acts in connection with carrying out this service for such tenant.
7. Landlord may prescribe weight limitations and determine the locations for safes and other heavy
equipment or items, which shall in all cases be placed in the building so as to distribute weight in a manner
acceptable to Landlord, which may include the use of such supporting devices as Landlord may require.
Landlord may prohibit the installation of any safes or other heavy equipment or items, which, in
Landlord's sole judgment, are in excess of the load bearing capabilities of the appropriate supports in the
Building. All damages to the Building caused by the installation or removal of any property of a tenant, or
done by a tenant's property while in the building, shall be repaired at the expense of such tenant.
8. Corridor doors, when not in use, shaIl be kept closed. Nothing shall be swept or thrown into the
corridors, halls, elevator shafts or stairways. No birds or animals shall be brought into or kept in, on or
about any tenant's leased premises (except for seeing eye dogs). No portion of any tenant's leased
premises shall at any time be used or occupied as sleeping or lodging quarters.
Exhibit B Page 22 (i) of (ii)
� � 4
9. Tenant shall cooperate with Landlord's employees in keeping its leased Premises neat and clean.
Tenants shall not employ any person for the purpose of such cleaning other than the Building's cleaning
and maintenance personnel.
10. To ensure orderly operation of the Building, no ice, mineral or other water, towels, newspapers, etc.
sha11 be delivered to any leased area except by persons approved by Landlord.
11. Tenant shall not make or permit any improper, objectionable or unpleasant noises or odors in the
Building or otherwise interfere in any way with other tenants or persons having business with them.
12. No machinery of any kind (other than normal o�ce equipment) shall be operated by any tenant in its
leased premises without Landlord's prior written consent, nor shall any tenant use or keep in the building
any flammable or explosive fluid or substance.
13. Landlord will not be responsible for lost or stolen personal properly, money or jewelry from tenant's
leased Premises or public or Common Area regardless of whether such loss occurs when the area is locked
against entry or not.
14. No vending or dispensing machines of any kind may be maintained in any Ieased Premises without the
prior written permission of Landlord.
15. Ordinary Business Hours shall be 8:00 a.m. to 6:00 p.m. Monday through Friday, except legal holidays
with regard to controlled access. Heating and Air Conditioning services shall be provided during
Orciinary �susiness Hours as noted above and incivae �aturdays n-om y:uu a.m. io i:u0 p.m.
16. Smoking anywhere in the Building and Premises is prohibited by Landlord and City of Fort Worth
Ordinance.
17. Upon request from Landlord, each tenant will provide Landlord a written list of all employees or
persons who are regularly employed at such tenant's leased Premises. If any person is not included on
such list, Landlord may prohibit or restrict such person from entry into the Building and/or leased
Premises.
Exhibit B P age 22 (ii) of (u)
EXHIBIT C
Parking Plan
Page 23 of 26
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EXHIBIT D
WORK LETTER
1. This Work Letter shall set forth the obligations of Lessor and Lessee with respect
to the improvements to be performed e er t benconstru�ctede neand upon he
improvements described m this Work L
Premises by Lessor are hereinafter referred to as the "Lessor Work." It is agreed
that construction of the Lessor Work will be completed at Lessee's sole cost and
expense, subject to the Allowanork(wi h a n eneral�contracto �selected by Lessor.
d i r e c t c o n t r a c t f o r t h e L e s s o r W g
In addition, Lessor shall have the right to select and/or approve o f any
subcontractors used in connection with the Lessor Work.
2. Lessor's interior designer or space planner will prepare space plans necessary to
construct the Lessor Work (the "Plans"), such expense to be deducted from the
Allowance (as defined below).
3. If Lessor's estimate and/or the actual cost of construction shall exceed the
Allowance, Lessor, prior to commencing any construction of Lessor Work, shall
submit to Lessee a written estimate setting forth the anticipated cost of the Lessor
Work, including but not limited to labor and materials, contractor's fees and
permit fees. Within 3 Business Days thereafter, Lessee shall either notify Lessor
in writing of its approval of the cost estimate, or specify its objections thereto and
any desired changes to the proposed Lessor Work. If Lessee notifies Lessar of
such objections and desired changes, Lessee shall work with Lessor to reach a
mutually acceptable alternative cost estimate.
4 If Lessor's estimate and/or the actual cost of construction shall exceed the
Allowance, if any (such amounts exceeding the Allowance being herein referred
to as the Excess Costs ), Lessee shall pay to Lessor such Excess Costs, plus any
applicable state sales or use tax thereon, upon demand. The statements of costs
submitted to Lessor by Lessor's contractors shall be conclusive for purposes of
determining the actual cost of the items described therein. The amounts payable
by Lessee hereunder constitute Rent payable pursuant to the Lease, and the failure
to timely pay same constitutes an event of default under the Lease.
5. If Lessee shall request any change, addition or alteration in any of the Plans after
approval by Lessor, Lessor shall have such revisions to the drawings prepared,
and Lessee shall reimburse Lessor for the cost thereof, plus any applicable state
sales or use tax thereon, upon demand. Promptly upon completion of the
revisions, Lessor shall notify Lessee in writing of the increased cost which will be
chargeable to Lessee by reason of such change, addition or deletion. Lessee,
within one Business Day, shall notify Lessor in writing whether it desires to
proceed with such change, addition or deletion. In the absence of such written
authorization, Lessor shall have the option to continue work on the Premises
Page 24 of 26
disregarding the requested change, addition or alteration, or Lessor may elect to
discontinue work on the Premises until it receives notice of Lessee's decision, in
which event Lessee shall be responsible for any Lessee Delay in completion of
the Premises resulting therefrom. If r act al con truct on co ts which e ceed the
t he c o s t o f c o n s t r u c t i o n a n d/ o r h i g h e
Allowance, such increased estimate or costs shall be deemed Exces lus an S
pursuant to Paragraph 4 hereof and Lessee shall pay such Excess Costs, p Y
applicable state sales or use tax thereon, upon demand.
6. Following approval of the Plans and the payment by Lessee of the required
portion of the Excess Costs, if any, Lessor shall cause the Lessor Work to be
constructed substantially in accordance with the approved Plans. Lessor shall
notify Lessee of substantial completion of the Lessor Work.
7. Lessor, provided Lessee is not in default, agrees to provide Lessee with an
allowance (the "Allowance") in an amount not to exceed $10.00 per rentable
square foot of the Premises to be applied toward the cost of the Lessor Work in
the Premises If the Allowance shall not be sufficient to complete the Lessor
Work, Lessee shall pay the Excess Costs, plus any applicable state sales or use tax
thereon, as prescribed in Paragraph 4 above. Any portion of the Allowance which
exceeds the cost of the Lessor Work shall accrue to the sole benefit of Lessor, it
being agreed that Lessee shall not be entitled to any credit, offset, abatement or
payment with respect thereto.
8. This Exhibit shall not be deemed applicable to any additional space added to the
Premises at any time or from time to time, whether by any options under the
Lease or otherwise, or to any portion of the original Premises or any additions to
the Premises in the event of a renewal or e�ension of the original Term of the
Lease, whether by any options under the Lease or otherwise, unless expressly so
provided in the Lease or any amendment or supplement to the Lease.
Paee 25 of 26
Paee 26 of 26
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/1/2007
DATE: Tuesday, May 01, 2007
LOG NAME: 30CAMP BOWIE
REFERENCE NO.: **L-14314
SUBJECT:
Authorize a Lease Agreement with Hwy 80 Capital, L.P., for Additional Office Space Located at
8851 Camp Bowie Boulevard, for the Engineering Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a lease with Hwy 80 Capital, L.P., for additional office space located at 8851 Camp Bowie
Boulevard at a monthly lease amount of $21,015.04 for the Engineering Department; and
2. Authorize the City Manager to execute the appropriate lease agreement.
DISCUSSION:
The City's current bond and critical capital project programs and strong development activities have placed
unprecedented engineering related service delivery demands on the City's infrastructure
departments. Through the approved FY04/05 and FY05/06 budgets, the Engineering Department
increased its staff in order to provide design, project management, survey, construction inspection and
other engineering-related services for its customer departments.
The construction inspection and surveying functions of the Engineering Department are currently located at
the Holly Water Treatment Facility located at Fournier Street. Continuing capital improvements at the Water
Treatment Facility and the limited potential for expansion of the facility that houses the department's
operations necessitate the lease of additional office space.
In order to provide for more effective and efficient delivery on construction inspection and surveying
services on the City's capital projects, the department proposes to consolidate all of its inspection and
surveying staff at one central location.
The Department proposes to lease 16,441 square feet for a five year period with two five-year renewal
options at the following negotiated rates:
* 16,441 square feet for office space at $15.50 (per sq. ft.);
* 300 square feet for storage space at $6.65 (per sq. ft.)
The lease period will commence on May 1, 2007 with monthly lease payments to start on July 1, 2007. At
these lease rates, the lease cost will total $252,180.50 annually for the full term of the lease.
Staff recommends approval for the lease agreement of the additional office space. The building is located
in COUNCIL DISTRICT 3.
http://www.cfwnet.org/council packet/Reports/mc print.asp 5/17/2007
Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Engineering Services Fund.
TO Fund/AccountlCenters
Submitted for City Manager's Office b�
Originating De�artment Head:
Additional Information Contact:
FROM Fund/Account/Centers
P119 537010 0302010 $47,283.84
P119 537010 0305010 $15,761.28
Marc A. Ott (8476)
A. Douglas Rademaker (6157)
Stephanie Givens (8873)
httn://www.cfwnet.or�/council nacket/Reports/mc print.asp 5/17/2007