HomeMy WebLinkAboutContract 36281 11TY SR-RFTARY
�ON'FRAC T NO. .
OFFICE LEASE AGREEMENT
BY AND BETWEEN
SUNDANCE SQUARE PARTNERS,L.P.,
A TEXAS LIMITED PARTNERSHIP
AND
THE CITY OF FORT WORTH,TEXAS,
A MUNICIPAL CORPORATION
887311.3 I'" �1 p
TABLE OF CONTENTS
SECTION PAGE
SECTION I LEASED PREMISES...............................................................................................................1
SECTION2 TERM...................................................................................................................................1
SECTION 3 SECURITY DEPOSIT..............................................................................................................I
SECTION4 BASE RENT..........................................................................................................................2
UTILITIES.............................................................................................................................2
TAXES..................................................................................................................................3
INSURANCE..........................................................................................................................3
RENT....................................................................................................................................3
SECTION 5 POSSESSION.........................................................................................................................3
SECTION 6 PERMITTED USE...................................................................................................................4
SECTION 7 SERVICES TO BE PROVIDED BY LANDLORD.........................................................................4
SECTION 8 REPAIR AND MAINTENANCE..... ....................................................................................5
SECTION 9 FIRE OR OTIIER CASUALTY.................................................................................................5
SECTION 10 COMPLIANCE WITH LAWS AND USAGE...............................................................................6
SECTION11 INDEMNITY..........................................................................................................................6
SECTION 12 WAIVER OF LIABILITY.........................................................................................................7
SECTION 13 MUTUAL WAIVER.OF SUBROGATION..................................................................................7
SECTION 14 TENANT'S INSURANCE.........................................................................................................7
SECTION 15 ADDITIONS AND FIXTURES..................................................................................................8
SECTION 16 ASSIGNMENT AND SUBLETTING..........................................................................................8
SECTION 17 SUBORDINATION..................................................................................................................9
SECTION 18 CERTAIN COVENANTS OF TENANT....................................................................................10
CERTAIN RIGHTS RESERVED TO THE LANDLORD..............................................................I I
COMMONAREA.................................................................................................................11
SECTION 19 EMINENT DOMAIN.............................................................................................................12
SECTION 20 ACCESS BY LANDLORD......................................................................................................12
SECTION 21 LANDLORD'S LIEN.............................................................................................................12
SECTION 22 DEFAULT AND REMEDIES..................................................................................................12
SECTION23 NONWAIVER......................................................................................................................14
SECTION24 HOLDING DUES..................................................................................................................14
SECTION25 NOTICES.............................................................................................................................15
SECTION 26 LANDLORD'S MORTGAGEE...............................................................................................15
SECTION27 MISCELLANEOUS...............................................................................................................15
SECTION 28 INVALIDITY OF PARTICULAR PROVISION..........................................................................16
SECTION 29 WAIVER OF BENEFITS........................................................................................................16
SECTION 30 WAIVER OF TRIAL BY JURY...............................................................................................16
SECTION 31 MISCELLANEOUS TAXES...................................................................................................16
SECTION 32 SUBSTITUTE PREMISES......................................................................................................17
SECTION33 BROKERAGE......................................................................................................................17
SECTION 34 SPECIAL STIPULATIONS.....................................................................................................17
SECTION 35 ENTIRE AGREEMENT AND BINDING EFFECT.....................................................................17
LEASE RIDER
EXITIBIT"A": LEASED PREMISES FLOOR PLAN
EXHIBIT"B": OUTSIDE CONTRACTOR REQUIREMENTS
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OFFICE LEASE AGREEMENT
THIS OFFICE LEASE AGREEMENT("Lease")is by and between Landlord and Tenant as of
the date specified in the Lease Rider as the"Effective Date".
SECTION 1
LEASED PREMISES
1. A. Landlord leases to Tenant and Tenant leases from Landlord the area described in the
Lease Rider as"Leased Premises"in the building described in the Lease Rider as`Building". The area in
the Building leased by Tenant is shown outlined and hatched on the floor plan drawing designated Exhibit
"A"which is attached to this Lease and signed or initialed by the parties for identification. The exact
square footage of the Leased Premises will be determined based upon final approved space plans for the
Leased Premises and verified upon completion of construction. Landlord and Tenant shall sign a written
memorandum specifying the exact square footage of the Leased Premises upon this verification.
Landlord may change the Building name at any time.
B. For each floor of the Building on which the entire space rentable to tenants is leased to
one tenant("Single Tenant Floor"),"Rentable Area"is the entire area bounded by the interior of the four
exterior walls of the Building on that floor less the area contained within building stairs,vertical ducts,
elevator shafts, flues, vents, stacks, and pipe shafts. All the area on any Single Tenant Floor used for
elevator lobbies, corridors, special stairways, restrooms, mechanical rooms, electrical rooms, telephone
closets,vertical penetrations for the special use by Tenant,columns, and other structural portions of the
Building are included within the Rentable Area for that floor. On each floor of the Building on which
space is leased to more than one tenant,"Rentable Area"for each lease is the total of(i)the entire area
included within the leased premises covered by the lease,which is the area bounded by the centerline of
the exterior wall or walls of the Building bounding such leased premises, the exterior of all walls
separating the leased premises from any public corridors or other public areas on such floor, and the
centerline of all walls separating the leased premises from other areas leased or to be leased to other
tenants on such floor, and(ii) a pro rata portion of the area covered by the elevator lobbies, corridors,
restrooms,mechanical rooms,electrical rooms,and telephone closets situated on that floor. The Rentable
Area for the entire Building is deemed to be the Building square footage specified in the Lease Rider for
all purposes of this Lease.
SECTION 2
TERM
2. The term of this Lease("Term")is as specified in the Lease Rider. Rent(as defined in Section
4.F)accrues under this Lease from the Commencement Date specified in the Lease Rider,subject to the
provisions of Section 5 below.
SECTION 3
SECURITY DEPOSIT
3. Tenant has deposited with Landlord the sum described in the Lease Rider as"Security Deposit"
as a security for the performance of every provision of this Lease to be performed by Tenant. If an Event
of Default occurs under this Lease,including but not limited to the provisions relating to the payment of
Rent, Landlord may use, apply, or retain all or any part of this security deposit for the payment of any
Rent or any other sum in default or for the payment of any other amount which Landlord may spend or
become obligated to spend due to Tenant's default,or to compensate Landlord for any other loss,cost,or
damage which Landlord may suffer due to Tenant's default. If any portion of this deposit is so used or
applied,Tenant shall,within five(5)days after written demand therefor,deposit cash with Landlord in an
amount sufficient to restore the security deposit to its original amount. Landlord shall keep accurate
records of the security deposit,but Tenant is not entitled to any interest on the security deposit. If Tenant
performs each of its obligations under this Lease throughout the Term,Landlord shall return the security
deposit or any balance thereof to Tenant (or, at Landlord's option, to the last transferee of Tenant's
interest under this Lease) at the expiration of the Term, subject to Tenant's vacation of the Leased
Premises and Landlord's inspection of the Leased Premises. If the Building is sold, Landlord shall
transfer the security deposit to the new owner, and Landlord shall thereafter have no liability for the
security deposit. The retention or application of the security deposit by Landlord pursuant to this Section
3 shall not constitute a limitation on or waiver of Landlord's right to seek further remedies at law or in
equity.
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SECTION 4
BASE RENT
4. A. As base rental for the lease and use of the Leased Premises("Base Rent"),Tenant shall
pay Landlord or Landlord's assigns, at the Building office, without demand and without deduction,
abatement or setoff(except as otherwise expressly provided for in Section 9 or Section 19 of this Lease),
the Base Rent described in the Lease Rider per square foot of Rentable Area of the Leased Premises per
year payable monthly in advance on the first day of each calendar month,for each and every month in the
Term, in lawful money of the United States. This Base Rent is comprised of (a) a "Fixed Rent
Component"and(b)a"Variable Maintenance Component"as specified in the Lease Rider. The Variable
Maintenance Component of the Base Rent is subject to adjustment as provided in Section 4.B. below.
For any partial month during the Term,Tenant shall pay in advance a pro rata part of this monthly sum as
Base Rent for the partial month.
B. The Variable Maintenance Component of the Base Rent payable under Section 4.A. is
based upon the Consumer Price Index for Urban Wage Earners and Clerical Workers for Dallas-Fort
Worth,Texas: All items,published by the Bureau of Labor Statistics,United States Department of Labor
("Consumer Price Index"). The base index(`Base Index")for this Lease is stipulated to be the Consumer
Price Index for the last period published prior to the Commencement Date. This Base Index will be
stipulated.
(1) In the event that the Consumer Price Index for the same or similar period in any
Lease Year (as defined below) is in excess of the Base Index, the Variable Maintenance
Component of the Base Rent for the subsequent Lease Year will be adjusted to equal the product
of (i) the then current Consumer Price Index multiplied by (ii) the Variable Maintenance
Component,divided by(iii)the Base Index;provided,however,the Base Rent will never be less
than the Base Rent stipulated in Section 4.A. "Lease Year" means any period of one year
commencing on the Commencement Date or any anniversary of the Commencement Date.
(2) If the Consumer Price Index as now constituted, compiled and published is
revised or ceases to be compiled and published during the Term,then Landlord shall request that
the Bureau of Labor Statistics furnish a statement.converting the Base Index to a figure that
would be comparable to another index published by the Bureau of Labor Statistics and such other
index shall be used in computing the adjustment in Base Rent provided herein. Should the parties
not be able to secure such appropriate conversion or adjustment,they shall agree in good faith on
some other index serving the same purpose to adjust the Base Rent as provided herein.
UTILITIES
C. Tenant shall pay, on or before the twentieth day of each calendar month, Tenant's pro
rata share(as reasonably determined and invoiced by Landlord)of(i)all"Utility Costs",(ii)any"Cost
Savings Improvements", (iii) the "Utility Coordination Fee", and (iv) the "Central Cooling System
Costs". "Utility Costs"means all amounts charged to Landlord or the Building by any private or public
entity furnishing electricity, gas, water, and sewer services to or for the benefit of the Building or its
tenants(other than utilities for which a specific requesting tenant is otherwise obligated to pay Landlord).
"Cost Savings Improvements" means any capital improvement or replacement which is intended to
reduce, stabilize, or limit increases in Utility Costs, amortized uniformly over its useful life. "Utility
Coordination Fee"means,to the extent permitted by applicable law,an overhead fee for retaining and/or
coordinating the procurement or provision of utility service to the Building by third-party vendors of
applicable utilities. The amount of the Utility Coordination Fee shall not exceed the lesser of(a) the
respective gross amounts actually charged to Landlord by respective utility suppliers for utility
coordination services or(b)the fees, if any, that may be required or limited by law. "Central Cooling
System Costs"means the costs of maintaining and operating the central cooling system supplying chilled
water to cool the Building. Central Cooling System Costs include the Utility Costs for the central cooling
system; wages, payroll taxes, social security, unemployment compensation insurance, worker's
compensation, and other employee benefits for personnel who operate,repair, and maintain the central
cooling system,allocated to the extent their work is attributable to the operation,repair,and maintenance
of the central cooling system; ordinary maintenance supplies and equipment for the central cooling
system; all repairs to the central cooling system; and central cooling system equipment depreciation.
Tenant waives,to the full extent allowed by law, all Tenant's rights and authority, if any,to make any
decision concerning selection of the electricity service provider for the Leased Premises. Any costs
associated with Landlord's decision to change electric service providers, to change from Landlord-
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generated and supplied electricity service to an electric service provider, or to change from an electric
service provider to Landlord-generated and supplied electricity service shall be considered costs
associated with a Cost Savings Improvement and shall be charged as additional Rent to Tenant.
TAxEs
D. Notwithstanding anything in this Lease to the contrary, if the ad valorem personal and
real property taxes and assessments(including,without limitation,any improvement district assessments)
assessed against the Building and the land on which it is situated,including any parking facility used in
conjunction with the Building ("Taxes"), for any calendar year during the Term exceeds the Taxes
assessed for the"Base Year"specified in the Lease Rider,Tenant shall pay to Landlord upon demand an
amount equal to the annual Taxes per square foot in excess of the Taxes assessed for the Base Year per
square foot,multiplied by the number of square feet in the Leased Premises. Also,if at any time during
the Term a sales or excise tax on Rent paid or collected under this Lease is levied or assessed against
Landlord by any lawful taxing authority,Tenant shall pay to Landlord upon demand the amount of such
tax. If any such sales or excise tax is levied or assessed directly against Tenant,then Tenant shall pay the
same at such times and in such manner as the taxing authority shall require.
INSURANCE
E. Notwithstanding anything in this Lease to the contrary, if the premiums for liability
insurance, fire and extended coverage insurance carried by Landlord covering the Building("Insurance
Cost")for any calendar year during the Term exceed the Insurance Cost for the Base Year,Tenant shall
pay to Landlord upon demand an amount equal to the annual Insurance Cost per square foot in excess of
the Insurance Cost for the Base Year per square foot, multiplied by the number of square feet in the
Leased Premises.
RENT
F. For all purposes under this Lease,"Rent"means the Base Rent(including the Fixed Rent
Component and the Variable Maintenance Component,as adjusted),plus Tenant's required payments of
its share of Utility Costs, Cost Savings Improvements, Central Cooling System Costs, and Utility
Coordination Fee, plus Tenant's required payments of its share of Taxes and Insurance Cost, plus any
other payments required under this Lease to be paid by Tenant to Landlord. All past due installments of
Rent (i) shall be subject to a monthly late charge equal to 1.5% of the delinquent amount (the "Late
Charge"), and(ii) shall bear interest at the highest non-usurious interest rate chargeable by Landlord to
Tenant from the date due until paid. The parties acknowledge that the Late Charge is for the purpose of
defraying Landlord's administrative and other expenses incident to handling delinquent amounts and that
the Late Charge will fairly compensate Landlord for those administrative and other expenses which
cannot be determined precisely. Unless changed 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. Landlord and Tenant agree that
each provision contained in this Lease for determining any Rent payment is commercially reasonable and,
as to each such charge or amount, constitutes a"method by which the charge is to be computed" for
purposes of Tex.Prop.Code Ann.§93.012,as enacted by House Bill 2186,77s'Legislature.
SECTION 5
POSSESSION
5. If Landlord is unable to give possession of the Leased Premises as of the Effective Date,
Landlord will not be subject to any liability for the failure to give possession on that date,and the validity
of this Lease will not be affected. If Landlord makes the Leased Premises available to Tenant prior to the
Commencement Date for decorating, constructing, furnishing, and equipping the Leased Premises,this
use will not create a landlord-tenant relationship between the parties,but the provisions of Sections 9,11,
12, 13 and 14 of the Lease apply from the date the Leased Premises are made available to Tenant for any
purpose.
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SECTION 6
PERMITTED USE
6. Tenant may use the Leased Premises only for the"Permitted Use"specified in the Lease Rider.
Tenant may not use the Leased Premises for any other purpose without the prior written consent of
Landlord.
SECTION 7
SERVICES TO BE PROVIDED BY LANDLORD
7. A. Subject to the rules and regulations described in Section 18.B.(6),Landlord shall furnish
or arrange to be furnished to Tenant, at Landlord's expense except as provided in Section 4.C. above
regarding Tenant Utility Costs,the following services during the Term:
(1) Heating,Ventilation,and Air Conditioning. Landlord shall furnish the necessary
conduits and other facilities necessary to supply air conditioning and heating in season to the
Leased Premises,at such times as Landlord normally furnishes these services to other tenants in
the Building and at such temperatures and in such amounts as are considered by Landlord to be
standard. Landlord shall furnish air conditioning and heating to the Leased Premises outside
normal business hours and on Saturdays,Sundays and holidays,force maj eure excepted,if Tenant
gives Landlord a request for this service on or before 4:00 p.m.of the business day of requested
late night service or on or before 4:00 p.m.of the business day preceding the Saturday afternoon,
Sunday,or holiday of requested service. Tenant shall pay Landlord's standard charges for after-
hours heating and air conditioning.
(2) Water. Landlord shall furnish the necessary conduits and mains to provide hot
and cold water to each floor of the Building at a point of supply provided for general use.
(3) Janitorial. Landlord shall furnish standard building janitor service in and about
the Building and the Leased Premises,five days per week,and periodic window washing.Tenant
shall pay the additional costs attributable to the cleaning of improvements within the Leased
Premises that require above Building standard cleaning procedures.
(4) Elevator. Landlord shall furnish at least one elevator for ingress to and egress
from the Leased Premises at all times, except for after hours periods of maintenance and
interruptions caused by force majeure.
(5) Electric Power. Landlord shall furnish the necessary mains, conduits and other
facilities necessary to supply sufficient electrical power for Building standard lighting,personal
computers, and other office machines of similar low electrical consumption, but not including
electricity required for main frame computers,special lighting in excess of Building standard,or
any other item of electrical equipment which singly consumes more than 0.25 kilowatts per hour
at rated capacity or requires a voltage other than 120 volts single phase.
(6) Light Bulb Replacement. Landlord shall replace fluorescent lamps in Building
standard ceiling mounted fixtures installed by Landlord and shall replace incandescent bulbs in
the Common Area.
(7) Securi Landlord shall provide twenty-four(24)hour security services for the
Common Area of the Building (outside of areas leased to tenants). If Tenant desires the
installation of any security devices, equipment, or services within the Leased Premises, Tenant
must contract with City Center Security to provide these installations and/or services at Tenant's
expense.
B. No interruption,moratorium,or malfunction of any services or utilities,or the failure of
any machinery or equipment to operate for any reason,constitutes an eviction or disturbance of Tenant's
use and possession of the Leased Premises or Building, nor is it a breach by Landlord of any of its
obligations under this Lease,nor does it render Landlord liable for damages or entitle Tenant to relief
from any of its obligations under this Lease (including the obligation to pay Rent), nor does it grant
Tenant any right of setoff or recoupment. In the event of any such interruption,however,Landlord shall
use reasonable diligence during normal business hours to restore the service in any circumstance in which
such restoration is within the reasonable control of Landlord and the interruption was not caused by
Tenant's fault. Landlord shall have the right to shut down all or any of the utilities supplied to the Leased
Premises under Section 7.A in the event of an emergency or if required by law,regardless of whether the
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need for the shutdown arises in respect of the Leased Premises,any other tenant space,or any portion of
the Common Area(as defined below). Whenever possible,Landlord shall give Tenant prior notice of any
shutdown of utilities. Landlord shall have no liability to Tenant for any loss, damage, or expense that
Tenant may sustain due to a utility shutdown.
C. If Tenant desires any additional services beyond those described in Section TA. or
desires any services described in Section 7.A. outside Landlord's normal times for providing these
services,Landlord may,upon reasonable advance notice from Tenant to Landlord,furnish these services.
Tenant shall pay Landlord the charges for these services as may be agreed on between Landlord and
Tenant, these charges not to be less than Landlord's actual cost plus overhead for the additional services
provided. If Tenant uses above Building standard quantities of services, Tenant shall pay for the
installation of separate meters for measuring units of consumption within the Leased Premises.
SECTION 8
REPAIR AND MAINTENANCE
8. A. Tenant shall, at Tenant's sole expense,keep the Leased Premises, including all fixtures
installed by Tenant, in good and tenantable condition and shall promptly make all necessary
non-structural repairs and replacements to the Leased Premises except those caused by fire or other
casualty covered by insurance on the Building under policies naming Landlord as the insured. All of
these repairs by Tenant must be under the supervision and with the approval of Landlord and must be
equal in quality to the original work. Without diminishing these obligations of Tenant,if Tenant fails to
make these repairs or replacements within fifteen(15)days after the occurrence of the damage or injury,
Landlord may make these repairs,and Tenant shall then pay Landlord upon demand for the cost of the
repairs. Any amount for repairs not timely paid by Tenant is subject to the Late Charge and interest as
specified in Section 4.F. In addition,Tenant shall pay the cost of repair and replacement due to damage
or injury to the Building (other than the Leased Premises) caused by Tenant or Tenant's agents,
employees, contractors, licensees or invitees if the damage is not covered by insurance on the Building
under policies naming Landlord as the insured. Tenant shall pay Landlord this amount upon demand and
any amount not timely paid by Tenant is subject to the Late Charge and interest as specified in Section
4.17. Upon termination of this Lease,Tenant shall surrender the Leased Premises to Landlord in the same
condition as at the commencement of the Lease, excepting only ordinary wear and tear and damage
arising from any cause required under this Lease to be repaired at Landlord's expense.
B. Tenant shall promptly restore any damage to the Building fire prevention sprinkler
system caused by Tenant,its agents,employees,contractors,licensees,or invitees. If the Fire Prevention
and Engineering Bureau of Texas or any other bureau, department, or official of the state or city
government, requires or recommends that any changes, modifications, or alterations be made or that
sprinkler heads or other equipment in addition to the Building standard sprinkler heads and equipment be
supplied because of Tenant's business or the location of partitions,trade fixtures,or other contents of the
Leased Premises, Tenant shall, at Tenant's expense, promptly make or install these changes,
modifications,or alterations.
C. On or prior to the Commencement Date, Tenant shall conduct a thorough and diligent
inspection of the Leased Premises. Tenant's taking possession of the Leased Premises shall be conclusive
evidence that the Leased Premises are in good order and satisfactory condition as of Tenant's taking
possession. No promises of Landlord to alter,remodel, repair, or improve the Leased Premises or the
Building and no representations respecting the condition of the Leased Premises or the Building have
been made by Landlord to Tenant,other than as expressly contained in this Lease.
SECTION 9
FIRE OR OTHER CASUALTY
9. A. If at any time during the Term, the Leased Premises or any portion of the Building or
Common Area (as defined in Section 18.C) are damaged or destroyed by fire or other casualty, then
Landlord may terminate this Lease or repair and reconstruct the Common Area,the Leased Premises,and
the Building to substantially the same condition in which they existed immediately prior to the damage or
destruction,except that Landlord is not required to repair or reconstruct any personal property,furniture,
trade fixtures, or office equipment located in the Leased Premises and removable by Tenant under the
provisions of this Lease.
B. Rent shall abate proportionally during any period and to the extent that a fire or other
casualty renders the Leased Premises unfit for use by Tenant in the ordinary conduct of its business. If
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Landlord has elected to repair and restore the Leased Premises to the extent stated above,this Lease shall
continue in full force and effect,and Landlord shall make the repairs within a reasonable time,subject to
delays arising from shortages of labor or materials, acts of God, war, or other conditions beyond
Landlord's reasonable control. If Landlord notifies Tenant that the repairs will not be completed within
six months of the date of the casualty,Tenant may terminate this Lease within fifteen(15)days after its
receipt of Landlord's notice. If this Lease is terminated as herein permitted, Landlord shall refund to
Tenant any prepaid Rent(unaccrued as of the date of damage or destruction)less any sum then owing
Landlord by Tenant. If Landlord has elected to repair and reconstruct the Leased Premises to the extent
stated above,then the Term shall be extended by a period of time equal to the period of such repair and
reconstruction.
C. Notwithstanding the provisions of Sections 9.A.and 9.B.,if the Leased Premises or any
other portion of the Building are damaged by fire or other casualty resulting from the fault or negligence
of Tenant or any of Tenant's agents, employees, contractors, licensees,or invitees,Rent shall not abate
during the repair of such damage,and Tenant shall be liable to Landlord for the cost and expense of the
repair and restoration of the Leased Premises or the Building caused thereby,to the extent such cost and
expense is not covered by insurance proceeds.
SECTION 10
COMPLIANCE WITH LAWS AND USAGE
10. A. Tenant,at its own expense,shall promptly comply with all federal,state,municipal,and
other laws,ordinances,rules,and regulations applicable to the Leased Premises and to Tenant's business
conducted in the Leased Premises. Tenant shall not engage in any activity which would cause Landlord's
fire and extended coverage insurance to be cancelled or the rate increased (or, at Landlord's option,
Tenant shall pay any such increase). Tenant shall not commit any act which is a nuisance or annoyance to
Landlord or to other tenants,or which might,in the exclusive judgment of Landlord,appreciably damage
Landlord's good will or reputation,or tend to injure or depreciate the Building. Tenant shall not paint,
erect,or display any sign,advertisement,placard,or lettering which is visible in the corridors or lobby of
the Building or from the exterior of the Building without Landlord's prior approval.
B. Landlord and Tenant each represent and warrant to the other that (a) neither the
representing party nor its officers,partners, shareholders, or owners are a person or entity with whom
U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign
Asset Control("OFAC")of the Department of the Treasury(including those named on OFAC's Specially
Designated and Blocked Persons List), (b) the representing party will not violate United States anti-
terrorism laws,rules,regulations,and executive orders,and(c)the representing party will not do business
with any entity that is listed on OFAC's Specially Designated and Blocked Persons List.
SECTION 11
INDEMNITY
11. TENANT SHALL INDEMNIFY AND SAVE HARMLESS LANDLORD, BEPCO, L.P., SUNDANCE
SQUARE MANAGEMENT, L.P., THEIR AFFILIATED COMPANIES, AND THEIR RESPECTIVE AGENTS,
DIRECTORS,PARTNERS, OFFICERS,AND EMPLOYEES (COLLECTIVELY"LANDLORD INDEMNITEES")
FROM AND AGAINST ALL LIABILITIES,DAMAGES,CLAIMS,SUITS,COSTS(INCLUDING COURT COSTS,
ATTORNEYS' FEES, AND COSTS OF INVESTIGATION), AND ACTIONS OF ANY KIND (COLLECTIVELY,
"CLAIMS")ARISING OR ALLEGED TO ARISE FROM PERSONAL INJURY,DEATH,OR PROPERTY LOSS
OCCURRING ON,IN,OR ABOUT THE LEASED PREMISES BY REASON OF THE NEGLIGENCE OR WILLFUL
MISCONDUCT OF TENANT OR OF ANY INVITEE, LICENSEE, EMPLOYEE, DIRECTOR, OFFICER,
CONTRACTOR,SUBCONTRACTOR,OR TENANT OF TENANT,EVEN IF THE CLAIMS ARISE FROM OR ARE
ATTRIBUTED TO THE CONCURRENT NEGLIGENCE OF ANY LANDLORD INDEMNITEE. THIS
INDEMNIFICATION DOES NOT, HOWEVER, COVER ANY CLAIMS ARISING OUT OF THE SOLE
NEGLIGENCE,GROSS NEGLIGENCE,OR WILLFUL MISCONDUCT OF ANY LANDLORD INDEMNITEE. IF
ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST ANY LANDLORD INDEMNITEE IN
CONNECTION WITH ANY CLAIMS, TENANT, ON NOTICE FROM LANDLORD, SHALL DEFEND THE
ACTION OR PROCEEDING, AT TENANT'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY
SATISFACTORY TO LANDLORD. THIS INDEMNIFICATION APPLIES TO ALL ACTIVITIES OF TENANT IN
AND AROUND THE LEASED PREMISES AND THE BUILDING FROM AND AFTER TENANT'S INITIAL
OCCUPANCY OF THE LEASED PREMISES FOR PURPOSES OF CONSTRUCTING AND INSTALLING TENANT
IMPROVEMENTS AND MOVING IN UNTIL TENANT HAS COMPLETED MOVING OUT OF THE LEASED
PREMISES AFTER THE EXPIRATION OR TERMINATION OF THE LEASE TERM.
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SECTION 12
WAIVER OF LIABILITY
12. ALL PERSONAL PROPERTY IN THE LEASED PREMISES IS AT THE RISK OF TENANT ONLY,AND
TENANT WAIVES ALL CLAIMS AGAINST LANDLORD INDEMNITEES FOR ANY DAMAGE TO OR THEFT
OF PERSONAL PROPERTY IN THE LEASED PREMISES,WHETHER OR NOT DUE IN WHOLE OR IN PART
TO THE NEGLIGENCE OF ANY LANDLORD INDEMNITEE.
SECTION 13
MUTUAL WAIVER OF SUBROGATION
13. LANDLORD AND TENANT (AND THE LANDLORD INDEMNITEES) EACH WAIVE FOR
THEMSELVES AND THEIR RESPECTIVE INSURERS, ANY CLAIMS AGAINST THE OTHER FOR ANY
PROPERTY DAMAGE(WHETHER CAUSED BY NEGLIGENCE,STRICT LIABILITY,OR THE CONDITION OF
THE LEASED PREMISES),ANY CONSEQUENTIAL DAMAGES,OR ANY RESULTING LOSS OF INCOME AND
BENEFITS RESULTING FROM SUCH DAMAGE EVEN THOUGH THE LOSS OR DAMAGE WAS OCCASIONED
BY THE NEGLIGENCE OF THE OTHER PARTY,ITS AGENTS,OR EMPLOYEES. LANDLORD AND TENANT
SHALL REQUIRE THEIR RESPECTIVE INSURANCE COMPANIES TO INCLUDE A STANDARD WAIVER OF
SUBROGATION PROVISION IN THEIR RESPECTIVE POLICIES IN FAVOR OF LANDLORD, LANDLORD
INDEMNITEES,AND TENANT,RESPECTIVELY.
SECTION 14
TENANT'S INSURANCE
14. Throughout the Term Tenant shall, at its sole expense, maintain the following insurance
coverages with limits not less than those set forth below with insurers licensed to do business in Texas.
Insurance Minimum Limits
A. Worker's Compensation Statutory
Employer's Liability $100,000
This policy must include a Waiver of Subrogation in favor of Landlord Indemnitees.
B. Commercial General Liability
Bodily Injury/Property Damage $500,000 each occurrence or equivalent
This policy must be on a form acceptable to Landlord, must be endorsed to include
Landlord Indemnitees as additional insured on Form CG2026 or equivalent, must state
that the insurance is primary over any other insurance carried by Landlord, and must
include the following coverages:
a) Premises/Operations
b) Independent Contractors
c) Broad Form Contractual in support of the Indemnity Section of this Lease
d) Personal Injury Liability with employee and contractual exclusions removed
C. Automobile Liability
Bodily Injury/Property Damage $100,000/$300,000/$100,000
This policy must be on a form acceptable to Landlord, must be endorsed to include
Landlord Indemnitees as additional insured,and must state that the insurance is primary
over any other insurance carried by Landlord.
Evidence of these coverages represented by Certificates of Insurance issued by the insurance
carrier must be furnished to Landlord prior to Tenant moving in. Throughout the Term,Tenant
must provide Landlord with renewal certificates prior to the expiration date shown on the
previous Certificate of Insurance on file with Landlord. Certificates of Insurance must specify
the additional insured status mentioned above as well as the Waivers of Subrogation. Each
Certificate of Insurance must state that Landlord will be notified in writing thirty(30)days prior
to cancellation,material change,or renewal of insurance.
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SECTION 15
ADDITIONS AND FIXTURES
15. A. Tenant shall not make any alteration,improvement,repair,replacement,or addition to the
Leased Premises(collectively, "Alteration")without the prior written consent of Landlord. If Landlord
grants prior written consent for an Alteration, the Alteration must be at Tenant's expense but by
Landlord's workers or by workers and contractors approved in advance in writing by Landlord and upon
terms and conditions and at times approved in advance in writing by Landlord. If Landlord grants its
consent to an Alteration, Landlord may condition its consent upon Tenant's contractors, laborers, and
materiahnen not interfering with any labor utilized by Landlord, Landlord's contractors, or any other
tenant. If Tenant's contractors, subcontractors, laborers, and materiahnen cause labor disharmony or
interference,Landlord may withdraw its consent upon forty-eight(48)hours'written notice to Tenant.If
Tenant uses a contractor, subcontractor, architect, engineer, or designer other than one designated by
Landlord for any Alteration,Tenant must comply with the construction requirements set forth in Exhibit
"B"attached to this Lease.
B. Tenant may remove its trade fixtures,office supplies, and movable office furniture and
equipment not attached to the Building provided:(1)the removal is prior to the termination of the Term;
(2)Tenant is not in default under this Lease at the time of the removal; and(3)Tenant promptly repairs
all damage caused by the removal. All other property at the Leased Premises and any Alteration to the
Leased Premises (including wall-to-wall carpeting, paneling or other wall covering, and any other
improvement attached or affixed to the floor,wall, or ceiling of the Leased Premises is the property of
Landlord at the expiration or termination of the Term and must remain upon and be surrendered with the
Leased Premises at the termination of this Lease without any payment or compensation to Tenant.
Landlord may,however,require Tenant to remove any Alterations made by Tenant prior to termination of
this Lease and to repair any damage caused by such removal.
SECTION 16
ASSIGNMENT AND SUBLETTING
16. A. Tenant shall not assign this Lease or sublease all or any part of the Leased Premises or
mortgage, pledge, or hypothecate its leasehold interest, or grant any concession or license within the
Leased Premises without the prior express written permission of Landlord (which permission may be
withheld by Landlord for any reason in its sole discretion). Any attempt to do any of the foregoing
without the prior express written permission of Landlord is an Event of Default and is void and of no
effect. This prohibition against assigning or subletting includes a prohibition against any assignment or
subletting by operation of law. Tenant shall pay Landlord,on demand,as additional Rent,all reasonable
costs (including attorneys' fees) incurred by Landlord in connection with any request by Tenant for
approval of an assignment or sublease,whether or not such request is approved. In addition to Landlord's
right to approve or disapprove a proposed assignment or sublease, Landlord shall also have the right,
exercisable within fifteen(15)days following Landlord's receipt of the written request for approval of the
assignment or sublease,to notify Tenant of Landlord's election to cancel and terminate this Lease(if a
proposed Lease assignment) or to cancel and terminate this Lease only as to the portion of the Leased
Premises covered by the proposed sublease(if a proposed sublease). If Landlord elects to cancel and
terminate this Lease as set forth in the preceding sentence, Rent will thereafter be proportionately
reduced.
B. The following applies to any assignment of this Lease or sublease of the Leased
Premises:
(1) Contemporaneously with the granting of Landlord's consent to an assignment,
Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the
covenants, duties,and obligations of Tenant under this Lease. The assignee will be jointly and
severally liable along with Tenant for all obligations of Tenant under this Lease. Tenant shall
further cause the assignee to grant Landlord an express first and prior contract lien and security
interest in the assignee's personal property in the same manner as required of Tenant in Section
21 below.
(2) Tenant shall submit to Landlord a signed counterpart of all instruments related to
the assignment or sublease (executed by all parties to the transaction with the exception of
Landlord) prior to or contemporaneously with the request for Landlord's written consent(even
though no such instrument is effective without the written consent of Landlord);
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(3) Tenant shall subordinate to Landlord's statutory lien and Landlord's contract lien
and security interest any liens or other rights which Tenant may claim with respect to any
fixtures, equipment, goods, wares, merchandise, or other property owned by or leased to the
proposed assignee or sublessee.
(4) No usage of the Leased Premises different from the usage allowed by this Lease
will be permitted,and all other terms and provisions of this Lease will continue to apply after any
assignment or subleasing.
(5) Following any assignment of this Lease, Tenant will remain directly and
primarily liable for the performance of all of the covenants, duties, and obligations of Tenant
under this Lease(including,without limitation,the obligation to pay all Rent),and Landlord may
enforce this Lease against the initial Tenant and/or any assignee without demand upon or
proceeding in any way against any other person.
(6) If the Rent due and payable on a monthly basis by a sublessee under any
permitted sublease(or a combination of the Rent payable under the sublease plus any bonus or
other consideration for the sublease)exceeds the Rent payable under this Lease,or if with respect
to a permitted assignment,permitted license,or other transfer by Tenant permitted by Landlord,
the consideration payable to Tenant by the assignee,licensee,or other transferee exceeds the Rent
payable under this Lease,then Tenant shall be bound and obligated to pay Landlord as additional
Rent under this Lease all such excess Rent and other excess consideration within ten(10)days
following receipt thereof by Tenant from the sublessee,assignee,licensee,or other transferee.
(7) If Landlord approves a sublease by Tenant of all or any portion of the Leased
Premises, then the approved sublease will be deemed to incorporate all of the terms and
conditions of this Lease to the extent applicable to the subleased premises and the sublease term.
C. (1) If Tenant or any guarantor of Tenant's obligations under this Lease is a
corporation,then any transfer of this Lease from Tenant by merger,consolidation,or dissolution
or any change in ownership or power to vote a majority of the voting stock in Tenant or the
guarantor outstanding at the time of execution of this instrument constitutes an assignment for the
purpose of this Lease; provided,however, that acquisition of all stock of a corporate tenant by
any corporation, the stock of which is registered pursuant to the Securities Act of 1933 or the
merger of a corporate tenant into such a corporation,the stock of which is so registered,is not a
violation of Section 16.A. above. For purposes of this Section 16.C., the term "voting stock"
means shares of stock regularly entitled to vote for the election of directors of the corporation.
(2) If Tenant or any guarantor of Tenant's obligations under this Lease is a
partnership having one or more corporations as a general partner, the provisions of Section
16.C.(1)apply to each corporation as if the corporation alone were the Tenant or guarantor.
(3) If Tenant or any guarantor of Tenant's obligations under this Lease is a
partnership (whether or not having any corporations as partners),the transfer of the partnership
interest or interests constituting a majority of the general partnership interests constitutes an
assignment for the purpose of this Lease.
D. Consent by Landlord to a particular assignment or sublease is not a consent to any other
or subsequent transaction. If this Lease is assigned or if the Leased Premises are subleased(whether in
whole or in part)without the prior express written consent of Landlord, or if the Leased Premises are
occupied in whole or in part by anyone other than Tenant without the prior express written permission of
Landlord, Landlord may nevertheless collect Rent from the assignee, sublessee, or other occupant and
apply the net amount collected to the Rent payable under this Lease,but no such acceptance of Rent by
Landlord will be a waiver of these provisions or a release of Tenant from the further performance of its
covenants,duties,and obligations under this Lease.
SECTION 17
SUBORDINATION
17. A. Tenant accepts this Lease subject and subordinate to any mortgage,deed of trust,or other
lien presently existing or hereafter placed upon the Leased Premises and to any renewals,modifications,
replacements, consolidations, and extensions thereof; but Tenant agrees that any mortgagee and/or
beneficiary of any such deed of trust or other lien("Landlord's Mortgagee")and/or Landlord may(but is
not obligated to) subordinate the mortgage, deed of trust, or other lien to this Lease on such terms and
9
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subject to such conditions as Landlord's Mortgagee may deem appropriate in its discretion. Upon
demand,Tenant shall execute such further instruments subordinating this Lease as Landlord may request
and such nondisturbance and attornment agreements as Landlord's Mortgagee may request, in a form
satisfactory to Landlord's Mortgagee. If Tenant fails to execute any such instrument promptly as
requested, Tenant irrevocably constitutes Landlord as attorney-in-fact to execute such instrument in
Tenant's name, place, and stead, such agency being coupled with an interest and, accordingly,
irrevocable.
B. At any time when a Landlord's Mortgagee has given Tenant written notice of its interest
in this Lease,Tenant may not exercise any remedies for default by Landlord under this Lease unless and
until the Landlord's Mortgagee has received written notice of the default,and a reasonable time for curing
the default has thereafter elapsed.
C. Landlord is prohibited from charging any Rent under this Lease based in whole or in part
on the income or profits derived from the Leased Premises. If Landlord's Mortgagee succeeds to
Landlord's interests under this Lease and is advised by Landlord's Mortgagee's counsel that all or any
portion of the Rent payable under this Lease is or may be deemed to be unrelated business income within
the meaning of the U.S. Internal Revenue Code or regulations issued thereunder, then Landlord's
Mortgagee may elect to amend unilaterally the calculation of Rent so that none of the Rent payable to
Landlord's Mortgagee under the Lease will constitute unrelated business income,but the amendment will
not increase Tenant's payment obligations or other liability under the Lease or reduce the Landlord's
obligations under the Lease. If Landlord's Mortgagee requests,Tenant agrees to execute any document
that Landlord's Mortgagee deems necessary to effect an amendment to the Lease as described in the
preceding sentence.
SECTION 18
CERTAIN COVENANTS OF TENANT
18. A. (1) Tenant shall not exhibit, sell,or offer for sale on the Leased Premises or in the
Building any article or thing(except those articles and things essentially connected with the stated
use of the Leased Premises by the Tenant)without the advance consent of Landlord.
(2) Tenant shall not display,inscribe,print,paint,maintain,or affix on any place in
or about the Building any sign,notice,legend,direction, figure, or advertisement, except on the
doors of the Leased Premises and on the Building directory and then only such name(s) and
matter and in such color,size,style,place,and materials as approved in advance by the Landlord.
The listing of any name other than that of Tenant,whether on the doors of the Leased Premises,
on the Building directory, or otherwise,vests no right or interest in this Lease or in the Leased
Premises, any such listing being a privilege extended by Landlord revocable at will by written
notice to Tenant.
(3) Tenant shall not advertise the business, profession, or activities of Tenant
conducted in the Building in any manner which violates the letter or spirit of any code of ethics
adopted by any recognized association or organization pertaining to such business,profession,or
activities. Tenant shall not use the name of the Building for any purposes other than that of the
business address of Tenant and shall never use any picture or likeness of the Building in any
circulars,notices,advertisements,or correspondence without the Landlord's consent.
(4) Tenant shall not attach any additional locks or similar devices to any door or
window without Landlord's prior written consent. No keys for any door other than those
provided by Landlord shall be made. If Tenant desires more than two keys for one lock,
Landlord shall provide the additional keys upon payment by Tenant. All keys must be returned to
the Landlord at the expiration or termination of this Lease.
(5) All persons entering or leaving the Building after hours on Monday through
Friday, or at any time on Saturdays, Sundays, or holidays, may be required to do so under
regulations imposed by Landlord. Landlord may exclude or expel any peddler.
(6) Tenant shall not overload any floor. Landlord may direct the time and manner of
delivery,routing,and removal and the location of safes and other heavy articles.
(7) Unless Landlord gives advance written consent, Tenant shall not install or
operate any steam or internal combustion engine, boiler, machinery, refrigerating or heating
device,or air-conditioning apparatus in or about the Leased Premises or carry on any mechanical
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business therein or use the Leased Premises for housing accommodations, lodging, or sleeping
purposes, or do any cooking therein, or use any illumination other than electric light or use or
permit to be brought into the Building any inflammable fluids such as gasoline,kerosene,naptha,
and benzine or any explosive, radioactive materials, or other hazardous substance or material.
Tenant shall not use the Leased Premises for any illegal or immoral purposes.
(8) Tenant shall cooperate fully with the Landlord to assure the effective operation of
the Building's air-conditioning system,including the closing of venetian blinds and drapes.
(9) Tenant shall not obstruct the sidewalks, halls, passages, exits, entrances,
elevators,and stairways of the Building,nor use these areas for any purpose other than for ingress
to or egress from the Leased Premises. The halls,passages,exits,entrances,elevators,stairways,
and roof are not for the use of the general public, and Landlord retains the right to control and
prevent access to these areas by all persons whose presence, in Landlord's judgment, is
prejudicial to the safety, character, reputation, and interests of the Building and its tenants.
Neither Tenant,nor its employees and invitees are allowed on the roof or mechanical floor of the
Building.
(10) Tenant shall not use,keep,or permit to be used or kept any foul or noxious gas or
substance in the Leased Premises,or permit or suffer the Leased Premises to be occupied or used
in a manner offensive or objectionable to Landlord or other occupants of the Building due to
noise, odors, or vibrations, or interfere in any way with other tenants or those having business
there. No animals(other than seeing eye dogs assisting the visually impaired)are allowed in the
Leased Premises or the Building.
(11) Tenant shall close and lock the doors and windows, if operable, of the Leased
Premises before leaving the Building and shall observe strict care and caution that all water
faucets or water apparatus are entirely shut off before Tenant or Tenant's employees leave the
Building and that all electricity is shut off so as to prevent waste or damage.
CERTAIN RIGHTS RESERVED TO THE LANDLORD
B. Landlord reserves the following rights:
(1) To name the Building and to change the name or street address of the Building.
(2) To install and maintain a sign or signs on the exterior or interior of the Building.
(3) To designate all sources furnishing sign painting and lettering, ice, drinking
water,towels,toilet supplies, shoe shining, vending machines,mobile vending service, catering
and similar services used on the Leased Premises or in the Building.
(4) During the last ninety (90) days of the Term, if Tenant has then vacated the
Leased Premises,to decorate,remodel,repair,alter or otherwise prepare the Leased Premises for
reoccupancy,without affecting Tenant's obligation to pay Rent for the Leased Premises.
(5) To constantly have pass keys to the Leased Premises.
(6) From time to time to make and publish reasonable rules and regulations for the
operation and occupancy of the Building,which rules and regulations Tenant agrees to observe.
COMMON AREA
C. The"Common Area"of the Building is that part of the Building designated by Landlord
from time to time for the common use of all tenants,including among other facilities,elevators,tunnels,
skyways,halls,lobbies,delivery passages,drinking fountains,and public toilets,all of which are subject
to Landlord's sole management and control and may be operated and maintained in a manner as
determined by Landlord in its discretion. Landlord reserves the right to change the dimensions and
location of the Common Area from time to time and to construct additional stories on the Building.
Tenant and its employees and invitees have the nonexclusive right to use the Common Area as constituted
from time to time, this use to be in common with Landlord, other tenants of the Building, and other
persons entitled to use the Common Area,subject to the reasonable rules and regulations governing use as
Landlord may from time to time prescribe. Tenant may not solicit business, distribute handbills, or
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Landlord Tenan
display merchandise within the Common Area or take any action which would interfere with the rights of
other persons to use the Common Area. Landlord may temporarily close any part of the Common Area
for any periods of time necessary to prevent the public from obtaining prescriptive rights or to make
repairs or alterations.
SECTION 19
EMINENT DOMAIN
19. If any part of the Leased Premises or Building is taken by eminent domain,Landlord may either
terminate this Lease or continue the Lease in effect. If Landlord elects to continue the Lease,Rent will be
reduced in proportion to the area of the Leased Premises taken by eminent domain,and Landlord shall
repair any damage to the Leased Premises or Building resulting from the taking. All sums awarded or
agreed upon between Landlord and the condemning authority for the taking of the interest of Landlord or
Tenant, whether as damages or as compensation, will be the property of Landlord without prejudice,
however,to claims of Tenant against the condemning authority for moving costs and the unamortized cost
of leasehold improvements paid for by Tenant taken by the condemning authority. If this Lease is
terminated under this Section 19, Rent will be payable up to the date that possession is taken by the
condemning authority,and Landlord shall refund to Tenant any prepaid unaccrued Rent less any sum then
owing by Tenant to Landlord.
SECTION 20
ACCESS BY LANDLORD
20. Landlord and its agents and employees have the right to enter upon the Leased Premises at any
reasonable time to examine its condition, to make any repairs or alterations required to be made by
Landlord under this Lease, to show the Leased Premises to prospective purchasers, mortgagees, or
tenants, and for any other purpose deemed reasonable by Landlord. Landlord and/or the respective
providers of utility services referenced in Section 7 above shall have access to the Leased Premises at all
times in connection with the inspection,repair,replacement,maintenance,or other activities involved in
the provision of the applicable services.
SECTION 21
LANDLORD'S LIEN
21. To secure the payment of all Rent due under this Lease and the performance of all of Tenant's
other covenants in this Lease,Tenant grants to Landlord an express contract lien on and security interest
in all of Tenant's personal property and fixtures in the Leased Premises and also upon all proceeds of any
insurance which may accrue to Tenant upon the damage or destruction of any such property. Tenant
waives all exemption laws. This lien and security interest are given in addition to the Landlord's statutory
lien and is cumulative with the statutory lien. This Lease is intended as and constitutes a security
agreement within the meaning of Chapter 9, Texas Business and Commerce Code. Upon Landlord's
request, Tenant shall execute Uniform Commercial Code financing statements relating to this security
interest,or Landlord may file of record this Lease,a reproduction of this Lease,or a memorandum of this
Lease for the purpose of perfecting Landlord's security interest under this Lease.
SECTION 22
DEFAULT AND REMEDIES
22. A. Each of the following acts or omissions of Tenant or occurrences constitute an"Event of
Default:"
(1) Tenant's failure or refusal to timely pay Rent or other payments due by Tenant
under this Lease.
(2) Tenant's failure to perform any of its other covenants or conditions prior to the
expiration of ten(10)days following written notice to Tenant of the failure.
(3) Tenant's abandonment or vacating of the Leased Premises or any significant
portion of the Leased Premises.
(4) Tenant's filing or execution or the occurrence of: A petition in bankruptcy or
other insolvency proceeding by or against Tenant; a petition or answer seeking relief under any
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provision of the Bankruptcy Code; an assignment for the benefit of creditors; a petition or other
proceeding by or against Tenant for the appointment of a trustee,receiver,or liquidator of Tenant
or of any of Tenant's property;or a proceeding by any governmental authority for the dissolution
or liquidation of Tenant.
B. If an Event of Default occurs,Landlord may,in addition to all other rights and remedies
given in this Lease and at law or in equity,do any one or more of the following:
(1) Terminate this Lease, in which event Tenant shall immediately surrender
Possession of the Leased Premises to Landlord.
(2) Enter upon and take possession of the Leased Premises and expel or remove
Tenant and any other occupant of the Leased Premises,with or without terminating the Lease.
(3) Alter locks and other security devices at the Leased Premises.
C. Landlord's exercise of any one or more remedies granted in this Lease or otherwise
available to Landlord will not be an acceptance of surrender of the Leased Premises by Tenant,whether
by agreement or by operation of law;an acceptance of surrender of the Leased Premises can be effected
only by the written agreement of Landlord and Tenant. Landlord's remedies,whether at law or in equity,
are cumulative, and no remedy of Landlord, whether exercised by Landlord or not, will be deemed to
exclude any other. Landlord may restrain or enjoin any breach or threatened breach of any covenant,
duty, or obligation of Tenant without the necessity of proving the inadequacy of any legal remedy or
irreparable harm. No alteration of security devices and no removal or other exercise of dominion by
Landlord over the property of Tenant or others at the Leased Premises will be deemed unauthorized or
constitute a conversion --- Tenant consents to Landlord's exercise of dominion over Tenant's property
within the Building after any Event of Default. Tenant waives all claims for damages caused by such
re-entry,repossession,or alteration of locks or other security devices. Tenant also waives all claims for
damages caused by any distress warrant, forcible detainer proceedings, sequestration proceedings, or
other legal process. Tenant agrees that any re-entry by Landlord may be pursuant to judgment obtained in
forcible detainer proceedings or other legal proceedings or without the necessity for any legal
proceedings,as Landlord may elect,without liability for trespass.
D. If Landlord elects to terminate the Lease by reason of an Event of Default, then,
notwithstanding such termination, Tenant shall be liable for and shall pay to Landlord at Fort Worth,
Tarrant County, Texas, the sum of all Rent and other indebtedness accrued to the date of such
termination,plus,as liquidated damages for such default and not as a penalty,an amount equal to the then
present value of the Rent for the remaining portion of the Term(had such Term not been terminated by
Landlord prior to the date of expiration stated in Section 2) using an eight percent (8%)present value
discount factor. If Landlord elects to terminate the Lease by reason of an Event of Default,in lieu of
exercising the rights of Landlord described in the first sentence of this Section 22.D., Landlord may
instead hold Tenant liable for all Rent and other indebtedness accrued to the date of such termination,plus
such Rent and other indebtedness that would otherwise have been due by Tenant to Landlord during the
period following termination of the Term measured from the date of the termination by Landlord until the
Expiration Date(had Landlord not elected to terminate the Lease due to the Event of Default)diminished
by any net sums thereafter received by Landlord through reletting the Leased Premises during that period
(after deducting expenses incurred by Landlord as provided in Section 22.17.). Actions to collect amounts
due by Tenant provided for in this Section 22.D.may be brought from time to time by Landlord,on one
or more occasions,without the necessity of Landlord's waiting until expiration of the Term. Tenant will
never be entitled to any excess of Rent(or Rent plus other sums)obtained by reletting over and above the
Rent provided for in this Lease.
E. If Landlord elects to repossess the Leased Premises without terminating the Lease,then
Tenant shall be liable for and shall pay to Landlord at Fort Worth,Tarrant County,Texas,all Rent and
other indebtedness accrued to the date of such repossession,plus Rent required to be paid by Tenant to
Landlord during the remainder of the Term until the date of expiration of the Term as stated in Section 2,
diminished by any net sums thereafter received by Landlord through reletting the Leased Premises during
said period(after deducting expenses incurred by Landlord as provided in Section 22.F. of this Lease).
Tenant will never be entitled to any Rent received by a replacement tenant. Actions to collect amounts
due by Tenant as provided in this Section 22.E. may be brought from time to time, on one or more
occasions,without the necessity of Landlord's waiting until expiration of the Term.
F. In the case of an Event of Default, Tenant shall also be liable for and shall pay to
Landlord, at Fort Worth,Tarrant County,Texas,in addition to any sum provided to be paid above: (1)
broker's fees incurred by Landlord in connection with reletting the whole or any part of the Leased
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Landlord Tenant
Premises; (2) the cost of removing and storing Tenant's or other occupant's property; (3) the cost of
repairing, altering, remodeling, or otherwise putting the Leased Premises into condition acceptable to a
new tenant or tenants; and, (4) all expenses incurred by Landlord in enforcing Landlord's remedies,
including reasonable attorneys' fees. Past due Rent and other past due payments are subject to the Late
Charge,calculated as set forth in Section 4.17.above.
G. In the event of termination or repossession of the Leased Premises for an Event of
Default other than abandonment of the Leased Premises by Tenant,Landlord is not obligated to relet or
attempt to relet the Leased Premises or any portion thereof,or to collect Rent after reletting,but Landlord
may relet or attempt to relet. In the event of termination or repossession of the Leased Premises due to
Tenant's abandonment of the Leased Premises,Landlord shall use reasonable efforts,the nature of which
will be within Landlord's sole discretion,to relet the Leased Premises. In the event of reletting,Landlord
may relet the whole or any portion of the Leased Premises for any period,to any tenant,and for any use
and purpose.
H. If Tenant fails to make any payment within the time permitted under this Lease or fails to
cure any Event of Default, Landlord may, without being under any obligation to do so and without
waiving any Landlord remedy for an Event of Default,make the payment or may otherwise remedy the
Event of Default for the account of Tenant (and enter the Leased Premises for such purpose). Tenant
must then pay Landlord, upon demand, as additional Rent, all costs, expenses, and disbursements
(including reasonable attorneys'fees)incurred by Landlord in taking this remedial action.
I. In the event of any default by Landlord, Tenant's exclusive remedy is an action for
damages(Tenant waives the benefit of any laws granting the right to terminate this Lease and granting a
lien upon the property of Landlord or upon Rent due Landlord). Prior to any action, Tenant shall give
Landlord written notice specifying the default with particularity,and Landlord shall thereupon have thirty
(30) days(plus an additional reasonable period as may be required in the exercise by Landlord of due
diligence)in which to cure any such default. Unless Landlord fails to so cure any default after this notice,
Tenant shall not have any remedy or cause of action. All obligations of Landlord under this Lease are
covenants, not conditions, and all obligations of Landlord are binding upon Landlord only during the
period of its ownership of the Building and not thereafter. Landlord's liability for the performance of any
Landlord obligations under this Lease is limited to Landlord's interest in the Building. The owner of the
Building at the date of commencement of the Term will be released from all obligations of the Landlord
accruing after any transfer of the Building to a subsequent owner,and the covenants and obligations of
Landlord are binding during the Term upon each new owner for the duration of such owner's ownership.
SECTION 23
NONWAIVER
23. Landlord's acceptance of Rent or Landlord's failure to complain of any action, nonaction, or
default of Tenant is not a waiver of any of Landlord's rights under this Lease. Landlord's waiver of any
right for any default of Tenant is not a waiver of any right for either a subsequent default of the same
obligation or any other default. Landlord's receipt of Tenant's keys to the Leased Premises is not an
acceptance of surrender of the Leased Premises.
SECTION 24
HOLDING DUES
24. If Tenant remains in possession of the Leased Premises after the expiration of the Term without
the execution by Landlord and Tenant of a new lease,then Tenant will be occupying the Leased Premises
as a tenant-at-sufferance,subject to all the covenants and obligations of this Lease and at a daily rental of
twice the per day Rent at the expiration of the Term, computed on the basis of a thirty(30)day month.
Additionally, Tenant shall pay Landlord for all damages, consequential as well as direct, sustained by
Landlord due to Tenant's retention of possession. If any property not belonging to Landlord remains at
the Leased Premises after the expiration of the Term, Tenant authorizes Landlord to make such
disposition of such property as Landlord elects without liability for compensation or damages to Tenant.
If the property remaining at the Leased Premises is the property of someone other than Tenant, Tenant
shall indemnify and hold Landlord harmless from all claims,damages,and expenses in connection with
Landlord's removal, exercise of dominion over, or disposition of the property. The provisions of this
Section 24 do not exclude Landlord's right of re-entry or any other right of Landlord under this Lease.
14
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landlord Tenant
q
SECTION 25
NOTICES
25. Any notice or request to be given under this Lease must be in writing and must be either(i)
delivered by hand to the Building management office (for Landlord) or to the Leased Premises (for
Tenant) or (ii) sent by United States Registered or Certified Mail, postage prepaid, addressed to the
parties at the respective addresses set out under their names on the Lease Rider,or(iii)deposited into the
custody of an overnight delivery service for delivery the following business day. Landlord and Tenant
may change their respective addresses from time to time by giving notice as provided above to the other
parry. Notice is deemed given when delivered(if delivered by hand),two days after postmark(if sent by
mail),or the business day following deposit into the custody of an overnight delivery service.
SECTION 26
LANDLORD'S MORTGAGEE
26. A. If the Building and Leased Premises are at any time subject to a mortgage or deed of
trust, then, if Landlord or Landlord's Mortgagee has given Tenant notice of the name and address of
Landlord's Mortgagee,Tenant shall give Landlord's Mortgagee notice of an alleged Landlord default at
the same time it gives Landlord notice. The Landlord's Mortgagee may cure the default during the period
that is permitted to Landlord under this Lease,plus an additional period of thirty(30)days. Tenant shall
accept the curative action (if any) taken by Landlord's Mortgagee as if the action had been taken by
Landlord.
B. From time to time upon Landlord's request,Tenant shall deliver to Landlord a statement
in writing certifying(a)that this Lease is unmodified and in full force and effect(or if there have been
modifications that the same is in full force and effect as modified and identifying the modifications),(b)
the dates to which the Rent and other charges have been paid,and(c)that the Landlord is not in default,
or, if a default is alleged, specifying each default of which the person making the certificate has
knowledge. This statement may be relied upon by any Landlord under any ground or underlying lease,or
by any prospective purchaser,mortgagee,or any assignee of any mortgage on the Building.
SECTION 27
MISCELLANEOUS
27. A. Provided Tenant complies with its covenants, duties, and obligations under this Lease,
Tenant shall quietly have,hold,and enjoy the Leased Premises during the Term as against Landlord or
parties claiming by,through,or under Landlord,subject to the terms of this Lease.
B. In any circumstances where Landlord is permitted to enter upon the Leased Premises,
whether for the purpose of curing any default of Tenant, repairing damage resulting from fire or other
casualty or an eminent domain taking,performing maintenance or construction,or as otherwise permitted
under this Lease or by law,this entry will not constitute(i)an eviction or disturbance of Tenant's use and
possession of the Leased Premises,or(ii)a breach by Landlord of any of its obligations under this Lease,
or(iii)render Landlord liable for any damages for loss of business or otherwise,or(iv)entitle Tenant to
be relieved from any of its obligations under this Lease, or (v) grant Tenant any right of setoff or
recoupment or other remedy.
C. If Landlord commences any proceedings against Tenant for nonpayment of Rent,Tenant
shall not interpose any counter-claim or other claim against Landlord unless,under the laws of the State
of Texas,the counter-claim or other claim must be asserted in these proceedings or be forever barred.
A Except as may be otherwise expressly provided in this Lease, whenever Landlord or
Tenant is required to obtain the other party's consent,the other party may grant or withhold its consent in
its sole and exclusive discretion.
E. Time is of the essence in every instance in this Lease where a payment of any sum is
required within any specified period.
F. Tenant's obligations to pay Rent and to perform Tenant's other covenants under this
Lease are independent,unconditional obligations to be performed at all times provided for in this Lease
except only when an abatement or reduction is expressly provided for in this Lease. Tenant waives all
rights to claim any nature of lien against or withhold or offset against any Rent to be paid Landlord by
15
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Lan rd Tenant
Tenant. Tenant waives any right to assert,either as a claim or as a defense,that Landlord is liable for the
performance or nonperformance of any implied covenant of Landlord not expressly set forth in this Lease.
G. Landlord will never be liable under this Lease for consequential damages or special
damages.
H. All monetary obligations of Landlord and Tenant are payable exclusively in Fort Worth,
Tarrant County, Texas, and the parties agree that venue of any action under this Lease shall be
exclusively in Tarrant County,Texas. THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES.
L In the event of variation or discrepancy between copies of this Lease,Landlord's original
copy controls.
J. If, because of any act or omission of Tenant, its employees, agents, contractors or
subcontractors, any mechanic's lien or other lien, charge, or order for the payment of money is filed
against Landlord or against all or any portion of the Leased Premises or the Building,Tenant shall,at its
own cost and expense,cause the same to be discharged of record within thirty(30)days after its filing.
K. Upon written request from Landlord, Tenant shall, within ten(10) days of the request,
deliver a memorandum of this Lease in recordable form to Landlord.Tenant may not record this Lease or
a memorandum of this Lease,without the prior written consent of Landlord.
SECTION 28
INVALIDITY OF PARTICULAR PROVISIONS
28. If any provision of this Lease is or becomes illegal or unenforceable because of present or future
laws or any rule or regulation of any governmental entity,the remaining parts of this Lease will not be
affected unless the illegal or unenforceable provision is, in the reasonable determination of Landlord,
essential to the rights of both parties. If Landlord determines that the illegal or unenforceable provision is
essential to the rights of both parties,Landlord may terminate this Lease upon written notice to Tenant.
SECTION 29
WAIVER OF BENEFITS
29. Tenant waives the benefits of all existing and future rent control legislation and statutes and
similar governmental rules and regulations,whether in time of war or not,to the extent permitted by law.
SECTION 30
WAIVER OF TRIAL BY JURY
30. Landlord and Tenant waive trial by jury in any action,proceeding, or counter-claim brought by
either party against the other on any matters arising out of this Lease.
SECTION 31
MISCELLANEOUS TAXES
31. Tenant 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
Tenant located in the Leased Premises. When possible Tenant shall cause its fixtures, furnishings,
equipment, and other personal property to be assessed and billed separately from the property of
Landlord. If any of Tenant's fixtures,furnishings,equipment,and other personal property in the Leased
Premises are assessed and taxed with the property of Landlord,Tenant shall pay to Landlord its share of
such taxes within ten(10)days after Landlord's delivery to Tenant of a written statement of the taxes
applicable to Tenant's fixtures,furnishings,equipment,or personal property.
16
WITv r
ord Tenant
Ge
SECTION 32
SUBSTITUTE PREMISES
32. At any time during the Term, Landlord may, upon no less than sixty (60) days prior written
notice, relocate Tenant to other space in the Building of approximately the same size as the Leased
Premises. Landlord shall pay all reasonable costs and expenses incurred as a result of any such relocation
of Tenant. If Tenant refuses to permit Landlord to relocate Tenant to the new space at the end of the sixty
(60)day period,Landlord may terminate this Lease effective ninety(90)days from the date of original
notification by Landlord. If Landlord moves Tenant to the new space,this Lease will remain in full force
and effect as to the new space,and the new space will thereafter be the Leased Premises for all purposes
under this Lease.
SECTION 33
BROKERAGE
33. Tenant represents and warrants that it has dealt with no broker, agent, or other person in
connection with this leasing transaction and that no broker, agent, or other person brought about this
leasing transaction other than the"Broker"specified in the Lease Rider. Tenant shall indemnify and hold
Landlord harmless from and against any claims by any broker, agent, or other person claiming a
commission or other form of compensation other than Broker due to its dealings with Tenant on this
leasing transaction. The provisions of this Section 33 will survive the termination of this Lease.
SECTION 34
SPECIAL STIPULATIONS
34. No receipt of money by Landlord from Tenant after the termination of this Lease, or after the
service of any notice,or after the commencement of any suit,or after final judgment for possession of the
Leased Premises will reinstate,continue,or extend the Term or affect any such notice,demand,or suit or
imply consent for any action for which Landlord's consent is required.
SECTION 35
ENTIRE AGREEMENT AND BINDING EFFECT
35. This Lease,addenda,or exhibits signed or initialed by the parties constitute the entire agreement
between Landlord and Tenant. No prior written or prior or contemporaneous oral promises or
representations are binding. This Lease may only be amended or extended by written instrument signed
by both Landlord and Tenant. Section captions are for convenience only and neither limit nor amplify the
provisions of this Lease. The provisions of this Lease are binding upon and inure to the benefit of the
heirs,executors,administrators,successors,and assigns of the parties,but this provision does not alter the
restrictions against assignment and subletting provided above. Tenant acknowledges that the obligations
of Tenant and Landlord under this Lease are void or voidable upon the failure of Landlord to obtain the
written approval of this Lease by Landlord's Mortgagee prior to the date of Tenant's occupancy of the
Leased Premises.
17
INITIAL
Landlord Tenant
EXECUTED in multiple counterparts, each of which is an original, as of the Effective Date
specified on the Lease Rider.
SUNDANCE SQUARE PARTNERS,L.P.,
a Texas limited partnership
By Sundance Square M g .P.,
its managing agent
By:
Jo y C pbe
Pr ile
and
1�4. T
CITY OF FORT WORT T XAS,
a municipal c or on
By:
Name: o• R&dA
Title:_ V A55 t57Y++rr C'(T11 MIWJA
Attest:
By:
— fV [A'&�14Z2
Name:'"OK( 6
Title:
Approved as to form and legality:
By i l i Contract Air Ll z at ioa,.
N e:
Title:
Date
TENANT
offlChli t,ficob
18 �)Vfg'
[1,
RIDER TO OFFICE LEASE AGREEMENT
BY AND BETWEEN
SUNDANCE SQUARE PARTNERS,L.P.
AND
CITY OF FORT WORTH
This Rider to Office Lease Agreement ("Lease Rider") contains additional terms and is
incorporated into and made a part of the Office Lease Agreement by and between Sundance
Square Partners,L.P. and the City of Fort Worth,Texas dated as of the Effective Date specified
below. In the event of discrepancy between the terms of this Lease Rider and the terms of the
remainder of the Lease,this Lease Rider shall control.
LANDLORD AND TENANT.
"Landlord": Sundance Square Partners,L.P.,a Texas limited partnership
Landlord's notice address: c/o Sundance Square Management,L.P.
201 Main Street,Suite 700
Fort Worth,Texas 76102
Attention: Property Manager
"Tenant": City of Fort Worth,a municipal corporation
Tenant's notice address:
Fiscal Management
Fort Worth Police Department
350 West Belknap Street,Room 205!
Fort Worth,Texas 76102
Additional Tenant notice address for any notice of an Event of Default:
City of Fort Worth
1000 Throckmorton Street
Fort Worth,Texas 76102
SECTION 1. LEASED PREMISES. Section 1 of the Lease is deleted in its entirety and replaced with
the following:
"1. Landlord leases to Tenant and Tenant leases from Landlord the approximately
19,804 square feet of Rentable Area("Leased Premises")consisting of the entirety of the
Press Building (`Building") located at 501 Jones Street on Block 88, Original City
Addition to the City of Fort Worth,Tarrant County, Texas. Floor plans of the Leased
Premises are attached to this Lease as Exhibit "A". The exact square footage of the
Leased Premises will be determined based upon final approved space plans for the
Leased Premises and verified upon completion of construction. Landlord and Tenant
shall sign a written memorandum specifying the exact square footage of the Leased
Premises upon this verification. For all purposes under this Lease,the Building square
footage is deemed to be the same square footage as the Leased Premises."
SECTION 2. TERM. The "Term"of this Lease commences on the "Commencement Date"which is
the earlier of(i)Tenant's occupancy of the Leased Premises for purposes of conducting business,or(ii)
May 1,2008, and continues for a period of one hundred twenty(120)months thereafter. Landlord and
Tenant shall execute a written memorandum evidencing the Commencement Date and the Lease Term
expiration date as soon as these dates are established.
SECTION 3. SECURITY DEPOSIT. None.
SECTION 4.A. BASE RENT. "Base Rent" is $15.00 per square foot of Rentable Area of the Leased
Premises per year, comprised of a "Fixed Rent Component" of $5.00 and a "Variable Maintenance
Component"of$10.00 which is subject to escalation as set forth in Lease Section 4.B.
19
INITIAL
Landlo Tenant
SECTION 4. C. UTILITIES. Section 4.C. of the Lease is deleted in its entirety and replaced with the
following:
"4.C. UTILITIES. Tenant shall pay, on or before the twentieth day of each calendar
month all"Utility Costs"for the Building. "Utility Costs"means all amounts charged to
Landlord or the Building by any private or public entity furnishing electricity,gas,water,
and sewer services to or for the benefit of the Building or its tenants. Tenant waives,to
the full extent allowed by law, all Tenant's rights and authority, if any, to make any
decision concerning selection of the electricity service provider for the Leased Premises."
SECTION 4. D. TAPES. Section 4.D. of the Lease is deleted in its entirety and replaced with the
following:
114.D.TAXES. Notwithstanding anything in this Lease to the contrary,if the ad valorem
personal and real property taxes and assessments (including, without limitation, any
improvement district assessments)assessed against the Building and the land on which it
is situated, including any parking facility used in conjunction with the Building
("Taxes"),for any calendar year during the Term exceeds the Taxes assessed for calendar
year 2008("Base Year"),Tenant shall pay to Landlord upon demand an amount equal to
the annual Taxes in excess of the Taxes assessed for the Base Year. Also,if at any time
during the Term a sales or excise tax on Rent paid or collected under this Lease is levied
or assessed against Landlord by any lawful taxing authority,Tenant shall pay to Landlord
upon demand the amount of such tax. If any such sales or excise tax is levied or assessed
directly against Tenant,then Tenant shall pay the same at such times and in such manner
as the taxing authority shall require."
SECTION 4.E. INSURANCE. Section 4.E. of the Lease is deleted in its entirety and replaced with the
following:
114. E. INSURANCE. Notwithstanding anything in this Lease to the contrary, if the
premiums for liability insurance, fire and extended coverage insurance carried by
Landlord covering the Building("Insurance Cost")for any calendar year during the Term
exceed the Insurance Cost for Base Year 2008, Tenant shall pay to Landlord upon
demand an amount equal to the annual Insurance Cost in excess of the Insurance Cost for
the Base Year."
SECTION 4. F. RENT. Section 4.F of the Lease is deleted in its entirety and replaced with the
following:
4.F.RENT. For all purposes under this Lease,"Rent"means the Base Rent(including
the Fixed Rent Component and the Variable Maintenance Component,as adjusted),plus
Tenant's required payments of its share of Utility Costs,plus Tenant's required payments
of its share of Taxes and Insurance Cost, plus any other payments required under this
Lease to be paid by Tenant to Landlord. If an installment of Rent due from Tenant is not
received by Landlord within five days after said amount is due,then Rent shall be past
due ("Past Due Rent"). All Past Due Rent(i)shall be subject to a monthly late charge
equal to 10% of the delinquent amount(the "Late Charge"). The parties acknowledge
that the Late Charge is for the purpose of defraying Landlord's administrative and other
expenses incident to handling delinquent amounts and that the Late Charge will fairly
compensate Landlord for those administrative and other expenses which cannot be
determined precisely. Landlord and Tenant agree that each provision contained in this
Lease for determining any Rent payment is commercially reasonable and,as to each such
charge or amount, constitutes a "method by which the charge is to be computed" for
purposes of Tex. Prop. Code Ann. §93.012, as enacted by House Bill 2186, 776,
Legislature."
SECTION 5. POSSESSION. Section 5 of the Lease is amended to add the phrase "for any reason
caused by Tenant or Tenant's contractors"after the phrase"Effective Date".
SECTION 6. PERMITTED USE. The"Permitted Use"is as the office headquarters for the Fort Worth
Police Department downtown division and other related office uses by Tenant.
20
INITIAL
I#dlord Tem t
SECTION 7. SERVICES TO BE PROVIDED BY LANDLORD.
A. (1) Section 7.A.(1)of the Lease is amended to read as follows:
"7.A.(1) Heating, Ventilation, and Air Conditioning_ Landlord shall furnish the
necessary conduits and other facilities necessary to supply air conditioning and heating in
season to the Leased Premises."
(3) Section 7.A.(3)of the Lease is deleted and replaced with the following:
"7.A.(3) Janitorial.. Tenant is responsible for all janitorial services to the Leased
Premises,utilizing a service provider as mutually agreed upon by Landlord and Tenant."
(5) Section 7.A.(5)of the Lease is deleted and replaced with the following:
7.A.(5) Electric Power. Landlord shall furnish the necessary mains,conduits and other
facilities necessary to supply sufficient electrical power for Tenant's use of the Building,
provided that Landlord shall not be required to furnish electrical facilities for use of
electric power in excess of Tenant's customary usage."
(6) Section 7.A.(6)of the Lease is deleted and replaced with the following:
"7.A.(6) Light Bulbs. Landlord is responsible for replacement of all light fixture
fluorescent lamps and incandescent bulbs in the Building."
(7) Section 7.A.(7)of the Lease is deleted.
B. Section 7.B.of the Lease is amended to read in its entirety as follows:
"B. In the event of an interruption, moratorium, or malfunction of any services or
utilities,or the failure of any machinery or equipment to operate for any reason,Landlord
shall use reasonable diligence to restore the service in any circumstance in which such
restoration is within the reasonable control of Landlord and the interruption was not
caused by Tenant's fault. Landlord shall have the right to shut down all or any of the
utilities supplied to the Leased Premises under Section TA in the event of an emergency
or if required by law,regardless of whether the need for the shutdown arises in respect of
the Leased Premises, any other tenant space, or any portion of the Common Area (as
defined below). Whenever possible,Landlord shall give Tenant as much prior notice as
possible of any shutdown of utilities. Landlord shall have no liability to Tenant for any
loss,damage,or expense that Tenant may sustain due to a utility shutdown."
SECTION 8. REPAIR AND MAINTENANCE.
A. Section 8.A.of the Lease is amended to read in its entirety as follows:
"8.A. Tenant shall, at Tenant's sole expense, keep the Leased Premises (other than
those items for which Landlord is responsible for maintaining, as provided in Section
8.D),including all fixtures installed by Tenant,in good and tenantable condition and shall
promptly make all necessary non-structural repairs and replacements to the Leased
Premises except those caused by fire or other casualty covered by insurance on the
Building under policies naming Landlord as the insured. All of these repairs by Tenant
must be under the supervision and with the approval of Landlord and must be equal in
quality to the original work. Without diminishing these obligations of Tenant,if Tenant
fails to make these repairs or replacements within fifteen(15)days after the occurrence of
the damage or injury (provided that if the repair or replacement reasonably requires
longer than fifteen(15)days to complete,Tenant shall have an additional period of time
as is reasonably necessary so long as Tenant diligently prosecutes the repairs or
replacements), Landlord may make these repairs, and Tenant shall then pay Landlord
upon demand for the cost of the repairs. Any amount for repairs not timely paid by
Tenant is subject to the Late Charge as specified in Section 4.F. In addition,Tenant shall
pay the cost of repair and replacement due to damage or injury to the Building(other than
the Leased Premises) caused by Tenant or Tenant's agents, employees, contractors,
licensees or invitees if the damage is not covered by insurance on the Building under
policies naming Landlord as the insured. Tenant shall pay Landlord this amount upon
demand and any amount not timely paid by Tenant is subject to the Late Charge and
21
WFITnL
landlord Tenant
G' v
interest as specified in Section 4.F. Upon termination of this Lease, Tenant shall
surrender the Leased Premises to Landlord in the same condition as at the
commencement of the Lease, excepting only ordinary wear and tear, any alterations or
improvements approved by Landlord, damage by fire or other casualty, and damage
arising from any cause required under this Lease to be repaired at Landlord's expense."
B. Section 8.B.of the Lease is amended to read as follows:
"83. Tenant shall promptly restore any damage to the Building fire prevention sprinkler
system caused by Tenant, its agents, employees, contractors, licensees, or invitees. If,
due to alterations to the Leased Premises made by Tenant after the Commencement Date,
the Fire Prevention and Engineering Bureau of Texas or any other bureau,department,or
official of the state or city government, requires or recommends that any changes,
modifications, or alterations be made or that sprinkler heads or other equipment in
addition to the Building standard sprinkler heads and equipment be supplied because of
Tenant's business or the location of partitions, trade fixtures, or other contents of the
Leased Premises, Tenant shall, at Tenant's expense, promptly make or install these
changes,modifications,or alterations."
D. A new Section 8.D.is added to the Lease as follows:
"8.D. Subject to Section 4.C. of the Lease,Landlord shall repair,maintain,and replace
(i)the structural components of the Building,(ii)the foundation of the Building,(iii)the
roof,windows, and exterior walls of the Building(excluding interior finishes),and(iv)
the Building's mechanical,electrical,plumbing,heating,ventilating and air conditioning,
life safety, and other building systems, in a good and workmanlike manner and in
compliance with all applicable laws."
SECTION 10. COMPLIANCE WITH LAWS AND USAGE.
Section 1 O.A.of the Lease is deleted and amended in its entirety as follows:
"10.A. Tenant, at its own expense, shall promptly comply with all federal, state,
municipal, and other laws,ordinances,rules, and regulations applicable to the Tenant's
use and occupancy of the Leased Premises and to Tenant's operations conducted in the
Leased Premises. Tenant shall not engage in any activity which would cause Landlord's
fire and extended coverage insurance to be cancelled or the rate increased (or, at
Landlord's option,Tenant shall pay any such increase). Tenant shall not commit any act
which is a nuisance or annoyance to Landlord, or which might, in the reasonable
judgment of Landlord,appreciably damage Landlord's good will or reputation,or tend to
injure or depreciate the Building. Tenant shall not paint, erect, or display any sign,
advertisement, placard, or lettering which is visible from the exterior of the Building
without Landlord's prior approval,which shall not be unreasonably withheld or delayed."
SECTION 11. INDEMNITY. Section 11 of the Lease is deleted and amended in its entirety as follows:
1111.A. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD, BEPCO, L.P., SUNDANCE
SQUARE MANAGEMENT, L.P., THEIR AFFILIATED COMPANIES, AND THEIR RESPECTIVE AGENTS,
DIRECTORS,PARTNERS, OFFICERS,AND EMPLOYEES(COLLECTIVELY"LANDLORD INDEMNITEES")
SHALL NOT BE LIABLE OR RESPONSIBLE FOR AND SHALL BE SAVED,DEFENDED,AND HELD HARMLESS
BY TENANT FROM AND AGAINST ANY AND ALL CLAIMS AND DAMAGES OF EVERY KIND,INCLUDING
THE COST OF DEFENSE,FOR INJURY TO OR DEATH OF ANY PERSON OR PERSONS AND FOR DAMAGE TO
OR LOSS OF PEROPERTY ARISING OUT OF OR ATTTRIBUTED,DIRECTLY OR INDITECTLY,TO THE USE
BY TENANT OF THE LEASED PREMISES AND ADJACENT PARKING AREAS EVEN IF SUCH CLAIMS OR
DAMAGE IS OCCASIONED BY THE CONCURRENT NEGLIGENCE OF ANY INDEMNITEE. NOTHING
CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE TENANT TO CREATE A SINKING
FUND OR TO ACCESS, LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS
PARAGRAPH."
SECTION 14. INSURANCE. The Section heading is revised to be "INSURANCE", and the Tenant's
insurance requirements are under Section 14.A. The following is added to the end of Section 14.A.of the
Lease:
"Should Tenant have a self-insurance program instead of traditional insurance, that
program or servicing agreement shall reflect that the Indemnitees shall be protected
22
INITIAL
Landlord Tenant
parties but only as respects the claims and damages assumed by Tenant in this Lease.
Such claims and damages will be paid directly by Tenant-if it has chosen to self-insure
the risk. Landlord acknowledges that Tenant's workers compensation insurance is self-
funded by Tenant to a limit of $500,000 per incident, and that excess coverage is
provided by an insurance policy. Should waiver of subrogation on the excess coverage
be commercially or legally unavailable or impracticable to obtain, Landlord agrees to
review and consider deleting the waiver of subrogation requirement as to the excess
coverage. Any insurance coverage carried by Tenant on its personal property while on
the Leased Premises or at adjacent parking facilities shall include a Waiver of
Subrogation in favor of the Indemnitees."
A new Section 14.11 is added to the Lease as follows:
"14.11. Landlord's Insurance. Throughout the Term Landlord shall maintain a policy
or policies of"all-risk"property insurance covering Landlord's interest in the Building,
which coverage shall be for the full replacement value of the Building and from such
companies and on such terms and conditions as Landlord may from time to time
reasonably determine, and may include commercially reasonable and customary self-
insured amounts or deductibles as Landlord determines."
SECTION 15. ADDITIONS AND FIXTURES.
A. The following is added to the end of Section 15.A:
"The requirements of this Section and of Exhibit "B" are subject to all laws and
ordinances applicable to expenditure of funds by Tenant for construction and
improvements, including but not limited to Texas Government Code Chapter 2254 and
Texas Local Government Code Chapter 252."
B. The following is added to the end of Section 15.B:
"Landlord shall inform Tenant at the time of Landlord's consent to the Alterations
whether such Alterations shall be required to be removed prior to the termination of the
Lease."
SECTION 17. SUBORDINATION AND NON-DISTURBANCE. The section heading is revised to be
"SUBORDINATION AND NON-DISTURBANCE"and Section 17 is amended as follows:
A. Section 17.A.is amended by deleting the last sentence.
C. The last sentence of Section 17.0 is amended as follows:
"If Landlord's Mortgagee requests, Tenant agrees to execute any document that
Landlord's Mortgagee deems necessary to effect an amendment to the Lease as described
in the preceding sentence,subject to approval by Tenant's governing body,if necessary."
D. A new Section 17.D.is added to the Lease as follows:
"D. So long as no default exists(after notice,if any,required by the Lease)as would
entitle Landlord to terminate the Lease or would cause,without any further action of the
Landlord, termination of the Lease, or would entitle Landlord to dispossess Tenant
thereunder,the Lease shall not be terminated,nor Tenant's use,possession or enjoyment
of the Leased Premises be interfered with,nor shall the leasehold estate granted by the
Lease be affected in any foreclosure, or in any or in any action or proceeding instituted
by Landlord's Mortgagee and Landlord's Mortgagee shall recognize Tenant as the Tenant
of the Leased Premises for the remainder of the Term of the Lease in accordance with the
provisions thereof."
SECTION 18.A. CERTAIN COVENANTS OF TENANT.
(2) The first sentence of Section 18.A.(2)of the Lease is amended to read as follows:
"Tenant shall not display, inscribe, print, paint, maintain, or affix on any place on the
exterior of the Building any sign, notice, legend, direction, figure, or advertisement,
23
WFAL
La'lord Tenant
except in such color, size, style, location, and materials as approved in advance by
Landlord,which approval shall not be unreasonably withheld or delayed."
(4) The word"exterior"is added to Section 18.A.(4)of the Lease between the words
"any"and"door".
(5) Section 18.A.(5)of the Lease is deleted in its entirety.
(7) The phrase"(other than a refrigerator or an ice maker in a kitchen or break area)
is inserted in Section 18.A.(7)after the word"refrigerating",and the words"(other than
by means of a microwave oven in a kitchen or break area)"is inserted after the words
"heating device".
(10) The phrase"or working police canines" is added to the last sentence of Section
18.A.(10)after the phrase"visually impaired",and the following is added to the end of
that sentence,"however,the Leased Premises may not be used for canine kennels."
SECTION 18.B. CERTAIN RIGHTS RESERVED TO THE LANDLORD.
(3) The phrase "subject to all laws and ordinances applicable to Tenant's purchase of
goods and services"is inserted after the word"Building".
SECTION 18.C. COMMON AREA. Section 18.C.of the Lease is deleted.
SECTION 20. ACCESS By LANDLORD. Section 20 of the Lease is amended by adding the following to
the end of the paragraph:
"Notwithstanding the above,given the sensitive nature of materials handled by the Fort
Worth Police Department("FWPD"),Landlord and all others having access pursuant to
this Section 20 to any portion of the Leased Premises used by the FWPD shall not enter
that portion of the Leased Premises unless accompanied by a representative of Tenant.
Tenant shall make a representative available immediately upon request of Landlord."
SECTION 21. LANDLORD'S LIEN. Section 21 of the Lease is deleted.
SECTION 22. DEFAULT AND REMEDIES. Section 22 is deleted and amended in its entirety as follows:
"A. Each of the following acts or omissions of Tenant or occurrences constitute an
"Event of Default:"
(1) Tenant's failure or refusal to timely pay Rent or other payments due by
Tenant under this Lease within thirty(30) days after Tenant's receipt of written
notice of nonpayment from Landlord.
(2) Tenant's failure to perform any of its other covenants or conditions where
such failure continues for thirty(30)days after written notice thereof by Landlord
to Tenant;provided,however,that if the nature of such failure cannot reasonably
be cured within such thirty(30)day period,Tenant shall not be deemed to be in
default if Tenant shall within such period commence such cure and thereafter
diligently prosecute the same to completion.
B. If an Event of Default occurs, Landlord may, in addition to all other rights and
remedies given in this Lease and at law or in equity,do any one or more of the following:
(1) Terminate this Lease and all rights of Tenant by giving written notice to
Tenant of such election.
(2) Alter locks and other security devices at the Leased Premises following
notice of termination of the Lease.
C. If Tenant fails to cure any Event of Default within the time periods set forth in
Section 22.A. above, Landlord may terminate this Lease upon written notice sent
certified mail to the Tenant.Termination shall be effective thirty(30)days after Tenant
receives such notice.
24
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Landlord Tenant
D. Landlord's exercise of any one or more remedies granted in this Lease or
otherwise available to Landlord will not be an acceptance of surrender of the Leased
Premises by Tenant, whether by agreement or by operation of law; an acceptance of
surrender of the Leased Premises can be effected only by the written agreement of
Landlord and Tenant. Landlord's remedies,whether at law or in equity,are cumulative,
and no remedy of Landlord, whether exercised by Landlord or not, will be deemed to
exclude any other.
E. If Landlord elects to terminate the Lease by reason of an Event of Default,then,
notwithstanding such termination,Tenant shall be liable for and shall pay to Landlord at
Fort Worth,Tarrant County,Texas,the sum of all Rent and other indebtedness accrued to
the date of such termination. Actions to collect amounts due by Tenant provided for in
this Section 22.E. may be brought from time to time by Landlord, on one or more
occasions, without the necessity of Landlord's waiting until expiration of the Term.
Tenant will never be entitled to any excess of Rent(or Rent plus other sums)obtained by
reletting over and above the Rent provided for in this Lease.
F. In the case of an Event of Default,Tenant shall also be liable for and shall pay to
Landlord,at Fort Worth,Tarrant County,Texas,in addition to any sum provided to be
paid above: (1)the unamortized amount of the TI Allowance as of the date of the Event
of Default,(2)Rent that would accrue under this Lease for a reasonable re-leasing period
after the Event of Default, (3) broker's fees incurred by Landlord in connection with
reletting the whole or any part of the Leased Premises; (4) the cost of removing and
storing Tenant's or other occupants property; (5) the cost of repairing, altering,
remodeling,or otherwise putting the Leased Premises into condition acceptable to a new
tenant or tenants; and (6) all expenses incurred by Landlord in enforcing Landlord's
remedies, including reasonable attorneys' fees. Past due Rent and other past due
payments are subject to the Late Charge,calculated as set forth in Section 4.F.Above.
G. If Tenant fails to make any payment within the time permitted under this Lease
or fails to cure any Event of Default,Landlord may,without being under any obligation
to do so and without waiving any Landlord remedy for an Event of Default, make the
payment or may otherwise remedy the Event of Default for the account of Tenant(and
enter the Leased Premises for such purpose). Tenant must then pay Landlord, upon
demand,as additional Rent,all costs,expenses,and disbursements(including reasonable
attorneys'fees)incurred by Landlord in taking this remedial action.
H. In the event of any failure to perform any provision in this Lease by Landlord,
Tenant shall give Landlord written notice specifying the default with particularity, and
Landlord shall thereupon have thirty(30) days (plus an additional reasonable period as
may be required in the exercise by Landlord of due diligence)in which to cure any such
default. If Landlord fails to so cure any default after this notice,Tenant may terminate
this Lease upon written notice to Landlord, such termination to be effective within ten
(10)days after Landlord's receipt of such notice."
SECTION 24. HOLDING DUES. Section 24 is deleted and amended in its entirety as follows:
"24. If Tenant remains in possession of the Leased Premises after the expiration of the
Term without the execution by Landlord and Tenant of a new lease,then Tenant will be
occupying the Leased Premises as a tenant-at-sufferance,subject to all the covenants and
obligations of this Lease and at a daily rental of twice the per day Rent at the expiration
of the Term, computed on the basis of a thirty(30)day month. The provisions of this
Section 24 do not exclude Landlord's right of re-entry or any other right of Landlord
under this Lease."
SECTION 27. MISCELLANEOUS_Section 27 is amended as follows:
F. The second sentence of Section 27.F is deleted.
K. The first sentence of Section K is amended to delete the phrase"within ten(10)days of
the request" and to insert in its place the phrase, "as soon as practicable after receipt of the
request".
25
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Tenant
SECTION 28. INVALIDITY OF PARTICULAR PROVISIONS. Section 28 is deleted and amended in its
entirety as follows:
"28. If any provision of this Lease is or becomes illegal or unenforceable because of
present or future laws or any rule or regulation of any governmental entity,the remaining
parts of this Lease will not be affected unless the illegal or unenforceable provision is,in
the reasonable determination of either party, essential to the rights of both parties. If
either party determines that the illegal or unenforceable provision is essential to the rights
of both parties, either party may terminate this Lease upon written notice to the other
party.?,
SECTION 33. BROKERAGE. There are no Brokers involved in this Lease.
SECTION 36. TENANT IMPROVEMENTS. Landlord shall construct and install,at Tenant's expense,the
initial tenant improvements to the Leased Premises pursuant to plans, specifications, and construction
bids mutually approved by Landlord and Tenant. Landlord shall provide Tenant with an allowance("TI
Allowance") equal to $665,000 to apply against the cost of design, construction drawings, permitting,
demolition, construction, and installation of the initial tenant improvements to the Leased Premises.
Tenant shall pay Landlord a construction management fee of$4,000.00 for Landlord's management of the
construction of the tenant improvements,and this fee may be charged against the TI Allowance. Any cost
of design, construction drawings, permitting, demolition, construction, and installation of Tenant's
improvements to the Leased Premises and the Building in excess of the TI Allowance shall be paid for by
Tenant. If Tenant uses a contractor, subcontractor, architect, engineer, or designer other than one
designated by Landlord for any of the tenant improvements to the Leased Premises, then those parties
must comply with the terms and conditions of Exhibit"B"attached to this Lease. Landlord has provided
Tenant with an asbestos abatement report regarding the asbestos-containing materials that were abated
from the Building in 2006. Landlord has no knowledge of any other asbestos-containing materials being
present in the Building.
SECTION 37. PARKING. Throughout the Term, Tenant shall have the right to license without charge
the use of all of the parking spaces on the surface parking lot adjacent to the Building on Block 88,
Original City Addition to the City of Fort Worth, Tarrant County, Texas. Tenant's and Tenant's
employees'use of these spaces is subject to Landlord's or Landlord's parking operator's reasonable rules
and regulations as they may be revised from time to time.
SECTION 38. RENEWAL OPTIONS.
A. Provided there has been no Event of Default by Tenant under this Lease during the initial
Term,Tenant shall have an option to renew this Lease for an additional sixty(60)months("First Renewal
Term") commencing upon the expiration of the initial Term. To exercise this renewal option, Tenant
must give Landlord written notice of its election to renew at least ninety(90) days,but no more than
twelve(12)months,prior to the expiration of the initial Term. All of the terms and conditions of this
Lease applicable to the initial Term shall apply to the First Renewal Term except that the Base Rent,Base
Index, and Base Year for the First Renewal Term shall be adjusted to the then current amount being
charged by Landlord to new and renewing tenants for comparable space in comparable buildings in
downtown Fort Worth,taking into consideration the size and location of the leased space,length of the
term,brokerage commissions,tenant improvement allowances,and any other tenant inducements.
B. Provided there has been no Event of Default by Tenant under this Lease during the First
Renewal Term,Tenant shall have a second option to renew this Lease for an additional sixty(60)months
("Second Renewal Term")commencing upon the expiration of the First Renewal Term. To exercise this
renewal option, Tenant must give Landlord written notice of its election to renew at least ninety(90)
days,but no more than twelve(12)months,prior to the expiration of the First Renewal Term. All of the
terms and conditions of this Lease applicable to the First Renewal Term shall apply to the Second
Renewal Term except that the Base Rent,Base Index,and Base Year for the Second Renewal Term shall
be adjusted to the then current amount being charged by Landlord to new and renewing tenants for
comparable space in comparable buildings in downtown Fort Worth,taking into consideration the size
and location of the leased space, length of the term, brokerage commissions, tenant improvement
allowances,and any other tenant inducements.
SECTION 39. FUNDING,NON-APPROPRIATION AND TERMINATION. This Lease shall terminate in the
event that the governing body of Tenant fails to appropriate sufficient funds to satisfy any obligation of
Tenant 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.
If Tenant terminates this Lease pursuant to this non-appropriation clause, Tenant must reimburse
26
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Lan Tenant
Landlord for the amount of the unamortized TI Allowance as of the effective date of the termination,with
the TI Allowance amortized over the 120 month initial Term, without interest. Other than this
reimbursement of the unamortized TI Allowance,an early termination of this Lease pursuant to this non-
appropriation clause shall be without other penalty or expense to either party.
SECTION 40. FIRST RIGHT TO NEGOTIATE FOR PURCHASE OF BUILDING.As long as Tenant continues
to lease and occupy the Building,then Tenant shall have a first right to negotiate with Landlord for the
purchase of the Building as hereinafter described. If Landlord desires to sell the Building or desires to
enter into negotiations with any third party for the sale of the Building,Landlord shall so notify Tenant in
writing. Tenant's receipt of this notice will begin a thirty (30) day exclusive negotiation period
("Negotiation Period")during which Landlord and Tenant shall in good faith enter into negotiations for
the sale and purchase of the Building. If Landlord and Tenant have not executed a contract of purchase
and sale for the Building by the expiration of the Negotiation Period,then neither party is obligated to
continue negotiations. Landlord may then enter into negotiations with one or more other purchasers for
the sale of the Building,and Tenant shall not have any further prior right to negotiate for the purchase of
the Building. Tenant's first right to negotiate for the purchase of the Building is not assignable.
Furthermore,this first right to negotiate is not binding on any present or future Landlord Mortgagee that
is not affiliated with Landlord.
SECTION 41. TERMINATION OF CUMMINS BUILDING LEASE. Landlord and Tenant entered into a Lease
Agreement(City Secretary Contract No.21110)dated June 29 1995,covering a portion of the Cummins
Building located at 500 East First Street in Fort Worth, Texas ("Cummins Building Lease"). Within
thirty (30) days after the Commencement Date of this Lease, Tenant shall fully vacate the Cummins
Building,and the Cummins Building Lease shall terminate thirty(30)days following the Commencement
Date of this Lease. Tenant shall continue to be responsible for ad valorem taxes and utilities accrued
prior to the termination date of the Cummins Building Lease that are payable by Tenant under the
Cummins Building Lease.
EXECUTED as of the day of JV,15l11 2007("Effective Date").
SUNDANCE SQUARE PARTNERS, ,
a Texas limited partnership
By Sundance Square M ge L.P.
its managing agent
By:
J y pbell
P side and CE
L LORD
CIT40FFO T WO ,TEXAS,
a mo rati
By:
NaTitl _ 5twf ur+� Mp,�tit.�,n—
Attes
By n
Name:
Title: Ec
Approv d as to form and legality:
By: ;
Name:
Title:
TENANT
27
MTLkL
rd Tenant
EXHIBIT "A"
CITY OF FORT WORTH
LEASED PREMISES
501 JONES STREET
19,804 R.S.F.
❑ ❑
13
33
THE PRESS BUILDING
LEVEL 01
10-30-07
N 1K
T
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II ���
EXHIBIT "A"
CITY OF FORT WORTH
LEASED PREMISES
501 JONES STREET
19,804 R.S.F.
❑ o
33
THE PRESS BUILDING
LEVEL 02
10-30-07
MRLLL
EXHIBIT"B"
OUTSIDE CONTRACTOR REQUIREMENTS
If Tenant uses a contractor, subcontractor, architect,engineer,or designer other than one designated by
Landlord for any build out,finish out,telecommunications installation,or other construction work in or
around the Leased Premises("Work"),Tenant agrees to and accepts the following:
L Landlord shall have the right to approve all general contractors, subcontractors, architects,
designers,and engineers.
2. Landlord shall have the right to have its architect and engineer review and approve Tenant's
space plan drawing at Tenant's expense.
3. Prior to submission for Landlord's approval, Tenant's plans must be certified by a Texas state
registered architect or engineer who meets the professional liability insurance requirements set
forth in 23.B.below.
4. All mechanical, electrical,plumbing, and sprinkler work must be performed by a contractor or
subcontractor designated by Landlord.
5. Tenant's contractor shall provide a performance and payment bond.
6. Tenant's architect,engineer,or contractor shall certify to Landlord in writing that no asbestos or
products containing asbestos have been incorporated into the Work.
7. Tenant's architect,engineer, or contractor shall certify to Landlord in writing that the plans and
specifications for the Work have been submitted to the Texas Department of Licensing and
Regulation for review and approval prior to the commencement of construction of the Work.
8. Tenant's architect, engineer,or contractor shall fully comply with all applicable statutes, codes,
and rules and regulations in the design and construction of the Work,including but not limited to,
applicable building codes and state and federal laws related to disabled accessibility.
9. Tenant shall schedule use of freight elevator with Landlord.
10. Tenant shall be responsible for obtaining all municipal and other governmental licenses or
permits for the Work with copies furnished to Landlord prior to commencement of any
construction. Tenant shall be responsible and require that its sprinkler contractor modify the
existing sprinkler system per Tenant's space plans to satisfy all local,state,and national sprinkler
codes and requirements of Landlord's insurance carrier and obtain written approval of said
sprinkler plans from each applicable governmental body.
11. Tenant's contractor shall keep the Common Area clean at all times.
12. Tenant shall obtain Landlord's approval of the Work prior to move-in.
13. Any vertical penetration of slab or horizontal penetration of beams shall be only with Landlord's
prior written approval and shall be conducted after 6:00 p.m.
14. All installation of carpet strips,trash removal, coring of holes for electrical and telephone floor
outlets,etc.shall be after 6:00 P.M.
15. Tenant's contractor, subcontractor, and all employees thereof shall clear through the Building
security each workday.
16. Tenant's contractor shall comply with Landlord's most current "hot work" permit procedures
when using any tool that produces extreme heat or an open flame, such as a blow torch,cutting
torch,or welder or when soldering or brazing pipes or other metallic objects.
17. Tenant shall furnish Landlord a copy of its schedule of values.
18. Test and balance of the air conditioning shall be performed by Landlord's air balance contractor
only,at Tenant's expense.
29
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or Tenant
19. All work in connection with the fire alarm system shall be by Landlord's contractor at Tenant's
expense.
20. Tenant shall be charged for all copies of base Building drawings and specifications required for
completion of its plans.
21. LANDLORD SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY ACCIDENT, LOSS, INJURY
(INCLUDING DEATH)OR DAMAGE,HAPPENING OR OCCURRING DURING THE PERFORMANCE OF THE
WORK OR IN CONNECTION THEREWITH, TO PERSONS AND/OR PROPERTY, AND TO THE FULLEST
EXTENT PERMITTED BY LAW, TENANT SHALL INDEMNIFY AND SAVE HARMLESS LANDLORD,
SUNDANCE SQUARE MANAGEMENT,L.P.,BEPCO,L.P.,THEIR AFFILIATED COMPANIES AND THEIR
RESPECTIVE AGENTS, SERVANTS, DIRECTORS, OFFICERS, AND EMPLOYEES (COLLECTIVELY
"LANDLORD INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS,
SUITS, COSTS (INCLUDING COURT COSTS,ATTORNEYS' FEES,AND COSTS OF INVESTIGATION),AND
ACTIONS OF ANY KIND ARISING OUT OF,CAUSED BY,OR RESULTING FROM THE PERFORMANCE OF
THE WORK OR ANY PART THEREOF BY ANY PERSON WHOMSOEVER, EVEN IF SUCH LIABILITY,
CLAIMS,SUITS,COSTS,INJURIES,DEATHS,OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE
CONCURRENT NEGLIGENCE OF ANY LANDLORD INDEMNITEE. NOTHING CONTAINED HEREIN SHALL
EVER BE CONSTRUED SO AS TO REQUIRE TENANT TO CREATE A SINKING FUND OR TO ACCESS,LEVY
AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS PARAGRAPH.
22. Tenant will comply with the following minimum insurance requirements during the Tenant build-
out phase and will insert the following language in its contract with any contractors for the Work. Tenant
also will require its contractors to insert this language in any subcontracts they may enter into for the
Work.
INSURANCE REQUIREMENTS
A. Tenant,its contractors,and their subcontractors shall,at their sole expense,maintain in effect at
all times during the full term of the Work, insurance coverages with limits not less than those set forth
below with insurers licensed to do business in Texas and acceptable to Landlord and under forms of
policies satisfactory to Landlord. None of the requirements contained herein as to types, limits, and
Landlord's approval of insurance coverage to be maintained by the above-mentioned parties are intended
to and shall not in any manner limit or qualify the liabilities and obligations assumed by Tenant under this
contract.
Minimum Amounts
Coverage and Limits
1. Worker's Compensation
Workers'Compensation Statutory Limits
Employer's Liability $100,000
This policy shall contain a Waiver of Subrogation in favor of Landlord Indemnitees.
2. Commercial General Liability
Bodily Injury/Property Damage $500,000 each occurrence or equivalent
$500,000 aggregate
This policy shall be on a form acceptable to Landlord,endorsed to include Landlord as an
additional insured on Form CG2026 or equivalent during the term of the contract, state
that this insurance is primary insurance as regards to any other insurance carried by
Landlord,and shall include the following coverages:
a) Premises/Operations
b) Independent Contractors
c) Completed Operations for a period of two years following acceptance of
contractor's work
d) Broad Form Contractual Liability in support of the Indemnity section of this
Exhibit`B".
e) Broad Form Property Damage
f) Personal Injury Liability with contractual and employee exclusions removed
30
INTFUL
dlord Tenn t
G17)
3. Comprehensive Automobile Liability
a) Bodily Injury $250,000 per person
$500,000 per occurrence
b) Property Damage $100,000 per occurrence
4. Umbrella Excess Liability Insurance
Bodily Injury/Property $5,000,000 per occurrence
$5,000,000 aggregate
The policy shall be written on an excess basis above coverages as described in 1,2,and 3
above,naming Landlord Indemnitees as additional insured.
5. Builder's Risk Policy
Unless otherwise provided,Tenant shall purchase and maintain property insurance upon
the Work at the site to the full insurable value thereof. This insurance shall include the
interest of Landlord, Tenant, contractor, and subcontractors in the Work and shall be
written on an all risk form.
6. Contractor's Equipment Policy
Any such insurance policy covering contractor or its subcontractor's equipment and tools
against loss by physical damage shall include an endorsement waiving the insurer's right
of subrogation against Landlord Indemnitees.
B. Tenant's architect and engineer shall,at their sole expense,maintain in effect at all times during
the full term of the Work,insurance coverages with limits and endorsements not less than those set forth
in 1,2,and 3 above,as well as professional liability insurance with a limit of not less than$1,000,000 per
occurrence and $1,000,000 aggregate.
Evidence of the above coverages,represented by Certificates of Insurance issued by the insurance
carrier must be furnished to Landlord prior to the contractor's starting work. Certificates of Insurance
shall specify the additional insured status mentioned above as well as the Waivers of Subrogation.
These Certificates of Insurance shall state that Landlord will be notified in writing thirty(30)
days prior to cancellation,material change,or renewal of insurance. All such certificates should be sent
to Sundance Square Management,L.P.,201 Main Street,Suite 700,Fort Worth,Texas 76102.
24. Upon completion of the Work, Tenant shall cause its general contractor (or subcontractors if
Tenant is acting as the general contractor) to provide Landlord with the following documents
("Construction Close Out Documents"):
A. Proof that the contractor has charged Tenant state sales tax on the Work and has properly
remitted the tax to the Texas Comptroller of Public Accounts,if applicable.
B. Final lien waiver from the contractor.
C. Copies of the signed building permit inspection card and the Certificate of Occupancy.
D. Copies of as built drawings from the mechanical,electrical,plumbing,fire sprinkler and
fire alarm subcontractors,noting changes from the design consultant's drawings and previously submitted
construction drawings. These as built drawings are to include, but not be limited to, circuit number
changes,changes in the location of piping,valves,duct,equipment(fan coils,air handlers,exhaust fans,
pumps, water heaters), strobes, smoke and heat detectors, control panels, sprinkler heads, and similar
devices.
E. Copies of new typed and dated circuit breaker panel schedules that have been placed in
all circuit breaker panels that were used to provide new and reused circuits.
F. Operations and maintenance manuals for new equipment.
31
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Landlord Tenant
H
G. Warranties on new equipment and any extended warranties (beyond one year) on
installation labor issued to Tenant and Landlord.
H. Copies of as built drawings from all design consultants that include all revisions and
addenda to include one bond copy of the complete set of construction documents and CAD files that
include the architectural partition plan,reflected ceiling plan,and electrical plan.
I. A copy of the final inspection report from the Texas Department of Licensing and
Regulation (TDLR) indicating any items that are not in compliance with the Texas Accessibility
Standards (TAS) and/or a copy of any correspondence from TDLR and/or a Registered Accessibility
Specialist(RAS)indicating full compliance with TAS.
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 10/9/2007
DATE: Tuesday, October 09, 2007
LOG NAME: 35501SJONES2 REFERENCE NO.: **C-22441
SUBJECT:
Authorize the City Manager to Execute a Lease Agreement with Sundance Square Partners, L.P.,
for Office Space Located at 501 Jones Street for the Police Department
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a lease agreement with
Sundance Square Partners, L.P., for approximately 19,804 square feet of office space at 501 Jones Street,
for the Police Department.
DISCUSSION:
The Engineering Department, Real Property Services Division, at the request of the Police Department, has
negotiated the lease of space to be used as a Divisional Headquarters.
City Council approved M&C G-152,52, (June 20, 2006) authorizing the addition of one Captain position with
the intent of implementing a fifth Division. During fiscal year 2007, the Department began a search for a
suitable location to house the Division headquarters, which will include a Neighborhood Policing District, a
Criminal Investigations Unit, Neighborhood Police Officers, a Bike Unit, a Zero Tolerance Unit, and a Public
Health Department Outreach Unit. The location selected at 501 Jones Street best met the needs of the
Department and citizens.
The Agreement will begin the earlier of either the City's occupancy and readiness to conduct business or
February 1, 2008, for a term of ten years, with two five-year options to renew, with adjustments in the rent
for those renewal options. Rent for the first lease year is $297,060, or $24,755 per month for the space.
This cost is subject to review and adjustment on an annual basis based an a variable maintenance
component as specified under the terms of the lease agreement. The rent will include payment to the
landlord of all insurance premiums and property taxes assessed yearly during the lease term above the
base rate year of 2007, janitorial services and pest control costs. The staff at the direction of the City
Council is negotiating for a lease/option or first right of refusal provision in the agreement with lease
payments credit against any purchase price.
Upfront costs will include ITS expenses of approximately $293,547. All utilities are to be paid by the City of
Fort Worth. Sixty-five parking spaces are included in the agreement without cost to the City.
The Central Division headquarters is located in COUNCIL DISTRICT 9.
RENEWAL OPTIONS - This agreement may be renewed for up to two successive five-year terms at the
City's option. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligation during the renewal term.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 12/6/2007
Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the Fiscal Year 2007-2008 operating budget, as
appropriated, of the General Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 522500 0354110 $293,547.00
GG01 539120 0354110 $297,060.00
Submitted for City Manager's Office by: Joe Paniagua (6575)
Originating Department Head: Ralph Mendoza (4210)
Additional Information Contact: Kara Shuror (4221)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 12/6/2007