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HomeMy WebLinkAboutContract 37848TY SEr'RETARY OONTRACT NO. SS SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (the "Agreement") is entered into effective the <7) day of October, 2008, by and between RYLB FW Properties, LP, a Texas limited partnership ("Landlord") and the City of Fort Worth (the "City") and is to witness the following: STATEMENT OF FACTS A. Landlord's predecessor and the City entered into a lease dated December 161 2003 (the "Lease"), being City Secretary Contract No. 29391, covering approximately thirteen thousand three hundred forty-four (13,344) rentable square feet of office space in the building located at 307 West Seventh Street, Fort Worth, Texas, 76102 (the "Leased Premises"). B. Landlord's predecessor and the City entered into an amendment of the Lease, being City Secretary Contract No. 35426, styled "First Amendment to Lease Agreement" executed by the City on or about June 22, 2007 (the "First Amendment"), whereby the Leased Premises was expanded to include nineteen thousand one hundred eighty-three (19,183) rentable square feet in the building located at 307 West Seventh Street, Fort Worth, Texas, 76102. C. The First Amendment obligated Landlord's predecessor to complete certain improvements within the Leased Premises by approximately September 22, 2007. Landlord succeeded to the obligations of Landlord's predecessor under the Lease on or about September 20, 2007. D. The City commenced occupancy of the additional portion of the Leased Premises added to the Lease by the First Amendment on or about December 17 2007. The City has formally accepted all improvements required of Landlord under the First Amendment as of June 6, 2008. E. Landlord and the City have had a dispute over the obligation of the City to pay rent under the Lease, as amended, and a dispute related to the obligation of the Landlord to pay liquidated damages for failure to complete the improvements required in the First Amendment within the time provided in the Amendment. F. Landlord and the City have agreed to settle and compromise all matters in dispute between them with respect to the commencement of the City's obligation to pay rent under the Lease, as amended, and as to the Landlord's obligation for liquidated damages under the terms of the First Amendment. Now, therefore, be it resolved, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto agree as follows: 1. Consideration. The parties agree that the City shall pay Landlord the sum of $41,200.06 in full satisfaction of the Landlord's claim for additional rent due under the Lease, as amended, for the period from December 1, 2007, through June 6, 2008. Such payment shall be made within ten (10) days of the full execution of this Agreement by the parties. 2. Release by City. The City hereby unconditionally and irrevocably compromises, settles, and fully releases and forever discharges Landlord from any claim by the City that the City is entitled to a liquidated damages fee or other rent concession under the terms of the First Amendment, for the period from the date of execution of the First Amendment until June 6, 2008. 3. Release by Landlord. Upon payment of the settlement amount, Landlord hereby unconditionally and irrevocably compromises, settles, and fully releases and forever discharges the City from any claim for monthly installments of rent owed by the City under the terms of the First Amendment for the period from December 1, 2007 through June 6, 2008. 4. No Admissions. Each of the parties hereto acknowledges that it understands and agrees that the execution hereof does not constitute in any manner whatsoever an admission of liability on the part of either party hereto for any matters covered by this Agreement, but that such liability is specifically denied, and that the entering into this Agreement is simply to compromise, settle and release all disputed claims. 5. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the applicable laws of the United States of America. This Agreement has been entered into in Tarrant County, Texas, and shall be performable for all purposes in Tarrant County, Texas. Any lawsuit arising from this Agreement shall be brought in the state or federal courts in Tarrant County, Texas and those courts shall have jurisdiction over any and all disputes arising under or pertaining to this Agreement. 6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each party hereto and their respective heirs, administrators, executors, legal representatives, successors and assigns. 7. Entire Agreement. THIS AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES. 8. Modifications. No provision of this Agreement may be modified, waived or terminated except by instrument in writing (referring specifically to this Agreement) executed by the party against whom the modification, waiver or termination is sought to be enforced. 9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 10. Captions. The captions, headings, and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions hereof. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto effective as of the date first written above. LANDLORD: RYI R FVV Prnnartiac By: CITY: CITY OF FORT WORTH By: ATTEST: City Secretary C-1t03 j y Contract Authorization 10 Date APPROVED AS TO FORM AND LEGALITY: 1 if I Ulf )I' � City Attorney or His Designee Date: F:USBDATA\RYLB FW Properties\City of Fort Worth Lease Improvements\SettlementAgreement.100108