HomeMy WebLinkAboutContract 31471-CL1 T .
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CITY SECRETARY
CONTRACT NO.alVO
CONSENT TO LEASE AGREEMENT
This CONSENT TO LEASE AGREEMENT ("Consent") is made as of the I` day of July,
2019 ("Effective Date"), by and among THE CITY OF FORT WORTH, TEXAS, a Texas municipal
corporation (the "City"), BRIT LANDOWNER, a Texas non-profit corporation ("BRIT Landowner")
and BOTANICAL RESEARCH INSTITUTE OF TEXAS,INC., a Texas non-profit corporation("BRIT").
RECITALS
A. Pursuant to that certain Lease (the "City Lease") between the City, as Landlord, and
BRIT, as Tenant, dated March 10, 2004, as subsequently assigned to BRIT Landowner, BRIT
Landowner leases from the City that certain real property located at 1700 University Drive, Fort
Worth, Texas (the "Leased Premises")for a term expiring September 30, 2108.
B. BRIT desires to lease the Leased Premises from BRIT Landowner, pursuant to the
terms and provisions of the Lease Agreement attached hereto as Exhibit"A" (the"BRIT Lease").
AGREEMENT
In consideration of the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the City, BRIT Landowner,
and BRIT agree as follows:
1. The City consents to the lease by BRIT Landowner of the Leased Premises to BRIT,
pursuant to the terms of the BRIT Lease. The City's consent is given on the express condition that
the consent shall not:
(a) be construed as a consent by the City to any future sublease or assignment of
the City Lease;
(b) be construed as the release of BRIT Landowner from the full performance of
all of the covenants, duties, and obligations of BRIT Landowner, as Tenant, under the City
Lease, including without limitation the payment of rent;
(c) be construed as a modification or waiver of any of the provisions, covenants,
or conditions in the City Lease or any of BRIT Landowner's, as Tenant, obligations under the
City Lease;
(d) be construed to enlarge or increase the City's obligations under the City
Lease; and
(e) be construed as a consent to, or approval by the City, of any of the provisions
of the BRIT Lease, but is merely a consent to the act of leasing the Leased Premises by BRIT
Landowner to BRIT.
CITY SEC'RE`PAP "K
2688426_1 1
WORTH,TX
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2. BRIT shall perform and comply with and be bound by the obligations of BRIT
Landowner as Tenant, under the City Lease, provided that BRIT's payment obligations in respect of
the Leased Premises shall be as set forth in the BRIT Lease and shall not be modified or amended by
the provisions of the City Lease.
3. Insurance.
(a) BRIT Landowner shall keep in force insurance in the amounts and with the
coverages as specified in the City Lease.
(b) For so long as BRIT is in possession of the Leased Premises, BRIT shall keep
in force insurance in the amounts and with the coverages as specified for Tenant in the BRIT
Lease and shall name the City as additional insureds and BRIT's worker's compensation
insurance shall be endorsed to include a waiver of subrogation in favor of the City.
4. BRIT Landowner and BRIT shall have no right or option to renew the City Lease.
The City Lease shall terminate on September 30, 2108, unless terminated sooner as provided in the
City Lease and, upon this termination date, BRIT Landowner and BRIT shall have no further rights
under the City Lease.
5. The BRIT Lease shall at all times be subject and subordinate to the City Lease.
Accordingly, any termination of the City Lease shall automatically terminate the BRIT Lease.
6. The BRIT Lease shall not be modified or amended in any way without the prior
written consent of the City,which consent shall not be unreasonably withheld or delayed.
7. BRIT Landowner knows of no defense or counterclaim to the enforcement of the
obligations of BRIT Landowner under the City Lease, and BRIT Landowner is not entitled to any
reduction, offset, or abatement of the rent payable under the City Lease.
8. Any proposed alterations and additions to the Leased Premises to be made by BRIT
Landowner or BRIT shall be governed by the City Lease.
9. If any inconsistency exists or arises between the terms of this Consent and the terms
of the City Lease,the terms of this Consent shall prevail.
10. This Consent may be executed in multiple counterparts, each of which shall be
deemed an original but which together shall constitute one instrument, and the signature pages from
any counterpart may be appended to any other counterpart to assemble fully executed documents.
[Signatures on following page)
2688426_1 2
EXECUTED to be effective as of the Effective Date.
BRIT LANDOWNER:
BRIT LANDOWNER,
a Texas non-profit corporation _
By:
Name:
Title: —�� s-/�
BRIT:
BOTANICAL RESEARCH INSTITUTE OF TEXAS,INC.,
a Texas non-profit corporation
By:
Name:
Title:
f � ECG ECcOkIf)
26884261 3 "-
CITY:
CITY OF FORT WORTH,
a Texas municipal corporation
By: Fernando Costa,Costa,Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
M&C: . ; . OI lag/ao 19
1295: )jD
.
ATTEST:
A
City Secretar t
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Empl&6e
Title
FT. WORTH,
26884261 4
EXHIBIT"A"
BRIT LEASE AGREEMENT
[attached]
26884261 5
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is by and between BRIT LANDOWNER, a Texas non-
profit corporation ("Landlord") and BOTANICAL RESEARCH INSTITUTE OF TEXAS, INC., a Texas
non-profit corporation ("Tenant").
RECITALS
A. Pursuant to that certain Lease (the "City Lease") between the City of Fort Worth,
Texas, a Texas municipal corporation, as Landlord, (the "City") and Botanical Research Institute of
Texas, Inc., a Texas non-profit corporation, as Tenant, dated March 10, 2004, as subsequently
assigned to Landlord, Landlord leases from the City that certain real property located at 1700
University Drive, Fort Worth, Texas (the "Land")for a term expiring September 30,2108.
B. Tenant desires to lease from Landlord, and Landlord is willing to lease to Tenant the
Land and the building, parking lots, improvements, additions, alterations, and fixtures located at
1800 University Drive, known as the "Botanical Research Institute Building," on the terms and
conditions set forth herein.
AGREEMENT
In consideration of the mutual covenants contained in this Lease, and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged, Landlord and Tenant
agree as follows:
1. Leased Premises. Landlord leases to Tenant and Tenant leases from Landlord the
Land and the building, parking lots, improvements, additions, alterations, and fixtures located at
1700 University Drive, Fort Worth, Texas 76107, known as the "Botanical Research Institute
Building," more particularly described as Lot 1, Block 3 of the Botanical Gardens Addition to the
City of Fort Worth, Tarrant County, Texas, and as recorded in Volume 388-214, Page 97 in the Plat
Records, Tarrant County, Texas (the"Leased Premises").
2. Term. The term of this Lease ("Term") is for an initial period of ten (10) years,
commencing on July 1, 2019 (the "Commencement Date"); however, the Term will be automatically
extended for successive additional terms of ten (10) years each unless either party gives notice of
termination to the other party on or before that date that is one year prior to the expiration of the
applicable ten (10) year period, or this Lease is otherwise terminated as provided herein.
Notwithstanding the foregoing,this Lease shall automatically terminate upon the expiration or earlier
termination of the City Lease. Rent (as defined in Section 8) accrues under this Lease from the
Commencement Date, subject to the provisions of Section 11 below. For purposes of this Lease,
"Lease Year" shall mean any period of one year commencing on the Commencement Date or
any anniversary of that date.
3. Use. Tenant may use and occupy the Leased Premises for the sole purpose of
conducting Tenant's operation of the Botanical Research Institute of Texas. Tenant may not use the
Leased Premises for any other purpose without the prior written consent of Landlord. All aspects of
Tenant's use of the Leased Premises must qualify as exempt purposes under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended. Tenant shall not use or cause to be used in the activities
operated on the Leased Premises any hazardous or toxic substances or materials, or store or dispose
LEASE AGREEMENT(BRIT LANDOWNER BRIT)(UNIVERSITY DRIVE) 1
of any such substances or materials on the Leased Premises. Tenant may not use all or any part of the
Leased Premises or any building situated thereon for any use or purpose that violates any valid and
applicable law, regulation, or ordinance of the United States, the State of Texas, the County of
Tarrant, or the City of Fort Worth, or other lawful authority with jurisdiction over the Leased
Premises.
4. Base Rent. As base rental for the lease and use of the Leased Premises ("Base
Rent"), Tenant shall pay Landlord or Landlord's assigns, without demand and without deduction,
abatement or setoff(except as otherwise expressly provided for in this Lease), the sum of Seventy-
Five Thousand and 0/100 Dollars ($75,000.00) per year, in lawful money of the United States,
payable in advance on each annual anniversary of the Commencement Date of this Lease during the
Term. Commencing on the anniversary of the Commencement Date, the annual Base Rent shall be
increased by two percent(2%) of the annual Base Rent paid during the preceding Lease Year.
5. Operatin!Expenses. Tenant shall pay all costs and expenses directly to the
provider or contractor, incurred or accrued (whether incurred directly by Tenant for the Leased
Premises or incurred by Landlord for the Leased Premises and invoiced by Landlord to Tenant) in
connection with the ownership, operation, maintenance, management, repair and protection of the
Leased Premises attributable or allocable to the Leased Premises for the Term (the "Operating
Expenses"), including, but not limited to, all costs, expenses, charges and fees for heat and air-
conditioning service, costs of cleaning and janitorial services, costs to maintain existing elevator,
costs of heating, ventilating, and air conditioning equipment routine maintenance and servicing
agreements, and any other costs incurred by Tenant in the ordinary course of operating its business in
the Leased Premises during the Term. If Tenant fails to perform any of these services for the Leased
Premises, or if Landlord, in its commercially reasonable discretion, determines that such services are
not at least equal to the quality that existed as of the Effective Date, Landlord may perform the
service, and Tenant shall pay Landlord the cost for the service upon demand. The obligation of
Tenant to pay Operating Expenses arising during the Term as provided herein shall survive the
expiration or earlier termination of this Lease.
6. Utilities. Tenant shall timely pay directly to the provider all costs and expenses
incurred or accrued (whether incurred directly by Tenant for the Leased Premises or incurred by
Landlord for the Leased Premises and invoiced by Landlord to Tenant) for utilities furnished to the
Leased Premises, including, without limitation, electricity, gas, water, and sewer services (including
sales, use, excise and other taxes assessed by governmental authorities on such services supplied to
the Leased Premises), as well as any costs and fees incurred in connection with transferring utility
accounts to Tenant (collectively, "Utilities"). 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, 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.
7. Taxes. Tenant shall timely pay to Landlord all ad valorem real property taxes and
assessments (if any) assessed against the Leased Premises, all ad valorem personal property taxes and
assessments assessed against the furnishings, fixtures and equipment placed or installed in or on the
Leased Premises by either Landlord or Tenant (if any), and any other taxes or similar charges that
may be assessed from time to time on the Leased Premises or the contents thereof (collectively,
"Taxes"). Within sixty (60) days after Landlord's receipt of the actual taxes assessed during each
LEASE AGREEMENT(BRIT LANDOWNER_BRIT)(UNIVERSITY DRIVE) 2
calendar year of the Term, Landlord shall provide Tenant with an invoice for such actual amount of
Taxes assessed and Tenant shall pay such amount to Landlord within thirty (30) days following
Landlord's notice thereof. Landlord shall have the right to protest, appeal, or institute such other
proceedings as Landlord may deem appropriate to effect a reduction of the ad valorem taxes and
assessments of the Leased Premises, and Tenant shall fully cooperate with Landlord in such protest,
appeal, or other action. If Landlord determines that it will not elect to institute such protest, appeal, or
other action, Tenant may request in writing that Landlord do so, in which case Landlord agrees to do
so unless Landlord's tax counsel advises against taking such action.
8. Late Charge. For all purposes under this Lease, "Rent" means the Base Rent, plus
any other payments required under this Lease to be paid by Tenant to Landlord. All past due
installments of Rent shall bear interest at the highest non-usurious rate chargeable by Landlord to
Tenant from the date due until paid.
9. Acceptance of Premises. TENANT HAS ACCEPTED THE LEASED PREMISES IN ITS "AS-IS
AND WITH ALL FAULTS" CONDITION WITH ANY AND ALL FAULTS AND LATENT OR PATENT DEFECTS AND
WITHOUT RELYING UPON ANY REPRESENTATION OR WARRANTY(EXPRESS OR IMPLIED)OF LANDLORD OR
ANY REPRESENTATIVE OF LANDLORD. LANDLORD HAS NOT MADE AND DOES NOT HEREBY MAKE AND
HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PREMISES OR ITS CONDITION
(INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF
CONSTRUCTION, STATE OF REPAIR, WORKMANSHIP, MERCHANTABILITY, SUITABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE).
10. Repair and Maintenance. Tenant shall, at Tenant's expense, keep the Leased
Premises in good, clean condition throughout the Term and shall make all needed repairs and
conduct all required maintenance of the Leased Premises, other than to the roof, foundation,
structure, and exterior of the Leased Premises ("Landlord Repair Obligations"). Landlord shall be
under no obligation to maintain or repair the Leased Premises, except for the Landlord Repair
Obligations. If Tenant becomes aware of any needed repairs that are Landlord Repair Obligations,
Tenant shall promptly give written notice thereof to Landlord. If Landlord fails to comply with any
Landlord Repair Obligations within thirty(30) days after Tenant's written notice to Landlord, Tenant
may, at its option, make such repairs or replacement and Landlord shall repay the costs thereof to
Tenant on demand. Tenant shall timely perform and bear the cost of all other repairs and
maintenance tasks as may be required to maintain the Leased Premises and the equipment therein in
good order and working condition. Tenant shall, at Tenant's sole expense, maintain the Leased
Premises in a neat and clean condition, provide all janitorial services, cleaning supplies and paper
goods, maintain the lawns and landscaping in good condition, remove and properly dispose of all
waste and provide any other services necessary to the operation of the buildings and other facilities.
11. Fire or Other Casualty. In the event that the Leased Premises or any portion thereof
should be damaged or destroyed by casualty, Tenant, at its option, may either terminate this Lease or
require Landlord to repair the damage to the Leased Premises with reasonable promptness. If
Landlord repairs or rebuilds, and if the Leased Premises are so damaged that Tenant is unable to
occupy the Leased Premises or a portion thereof during such repair or reconstruction, then the Rent
hereunder shall be appropriately abated until the Leased Premises can be occupied by Tenant.
12. Compliance with Laws and Usage. Tenant, at its own expense, shall promptly
comply with all federal, state, municipal, and other laws, ordinances, rules, and regulations
LEASE AGREEMENT(BRIT LANDOWNER_BRIT)(UNIVERSITY DRIVE) 3
applicable to the Leased Premises and to Tenant's business conducted in the Leased Premises.
Landlord will, at no cost to Landlord, cooperate in any governmental applications or proceedings that
Tenant is required to submit or participate in. 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 as additional rent). Tenant shall not commit
any act which is a nuisance or annoyance to Landlord or surrounding property owners, or which
might, in the exclusive judgment of Landlord, appreciably damage Landlord's goodwill or
reputation, or tend to injure or depreciate the Leased Premises.
13. Indemnity. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TENANT
AGREES TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS LANDLORD AND THE CITY, AND
THEIR AFFILIATED COMPANIES, MEMBERS, SUCCESSORS, ASSIGNS, TRUSTEES, LEGAL
REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES
(COLLECTIVELY "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 INJURY TO OR
DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY OCCURRING ON, IN, OR ABOUT THE
LEASED PREMISES OR FROM ANY OTHER CLAIMS ARISING OR ALLEGED TO ARISE IN WHOLE OR IN
PART FROM ANY ACT OR OMISSION OF TENANT OR OF ANY INVITEE, LICENSEE, SUBTENANT, OR
CONTRACTOR OF TENANT OR ANY OF THEIR RESPECTIVE SUBCONTRACTORS OR EMPLOYEES, EVEN
IF THE CLAIMS ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT NEGLIGENCE OF ANY
INDEMNITEE. THIS INDEMNIFICATION DOES NOT, HOWEVER, COVER ANY CLAIMS ARISING OUT OF
THE SOLE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. IF
ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST ANY 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,WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE AND BEFORE OR
AFTER THE EXPIRATION OR TERMINATION OF THIS LEASE. THIS INDEMNIFICATION IS NOT LIMITED
TO THE LIMITS OR COVERAGES OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY
TENANT UNDER THIS LEASE.
14. Waiver of Liability. ALL PERSONAL PROPERTY IN THE LEASED PREMISES,
WHETHER THE PROPERTY OF TENANT,OR OF ITS CONTRACTORS,LICENSEES,INVITEES,EXHIBITORS
AND THEIR RESPECTIVE SUBCONTRACTORS,AGENTS OR EMPLOYEES,OR OF ANY OTHER PARTY IS AT
THE RISK OF TENANT ONLY, AND TENANT WAIVES ANY AND ALL CLAIMS AGAINST THE
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 INDEMNITEE.
15. Waiver of Subrogation. Landlord and Tenant (and the 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, the
Indemnitees, and Tenant,respectively.
16. Insurance.
LEASE AGREEMENT(BRIT LANDOWNER_BRIT)(UNIVERSITY DRIVE) 4
A. Tenant's Insurance. 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 the State of Texas.
Coverage Minimum Limits
1. Worker's Compensation Statutory
Employer's Liability $1,000,000
This policy must include a Waiver of Subrogation in favor of Indemnitees.
2. Commercial General Liability
Bodily Injury/Property Damage $1,000,000 each occurrence
or equivalent
This policy must be on a form acceptable to Landlord, must be endorsed to include
Indemnitees as additional insured on Form CG2010 or equivalent, must state that the
insurance is primary over any other insurance carried by any 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
3. Automobile Liability
Bodily Injury/Property Damage $1,000,000
This policy must be on a form acceptable to Landlord, must be endorsed to include
Indemnitees as additional insured, and must state that the insurance is primary over
any other insurance carried by Landlord.
4. Umbrella Excess Liability Insurance
Bodily Injury/ $5,000,000 per occurrence
Property Damage $5,000,000 aggregate
(Occurrence Basis)
This policy shall be written on a following form umbrella excess basis above the
coverages described in paragraphs 1, 2 and 3 above, and shall include the
Indemnitees as additional insureds.
Prior to Tenant moving into the Leased Premises, Tenant must provide Landlord with
evidence of these coverages represented by Certificates of Insurance issued by the insurance
carrier. 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.
Insurance similar to that required of Tenant shall be provided by all licensees,
exhibitors, subtenants, or contractors of Tenant, or any of their respective subcontractors
LEASE AGREEMENT(BRIT LANDOWNER BRIT)(UNIVERSITY DRIVE) 5
(collectively, "Contractors"), to cover operations performed in or on the Leased Premises by
such Contractors; provided, however, that the limits of such insurance may be adjusted in
accordance with the nature of each Contractor's operations and, in each case, must be
submitted to Landlord for approval. In addition to the insurance coverage required above, if
Tenant will be making Alterations (as defined in Section 17 below) each Contractor involved
in such Alterations must provide coverage (with limits and forms approved by Landlord) for
liabilities associated with their professional conduct when applicable, and coverage for loss
or damage to the work being performed when applicable. Tenant shall maintain Certificates
of Insurance from all Contractors enumerating, among other things, the waivers in favor of,
and insured status of, the Indemnitees, as required herein.
B. Landlord's Property Insurance. Pursuant to the City Lease, Landlord will
maintain, at Landlord's expense, commercial all-risk property insurance on all buildings and other
improvements located or being constructed on the Leased Premises at not less than eighty percent
(80%) of the replacement cost of such improvements. The insurance policy or policies must name the
City as Additional Insured. Additionally, pursuant to the City Lease, Landlord will maintain
Commercial General Liability insurance for Bodily Injury/Property Damage at a limit of not less than
$1,000,000 each occurrence or equivalent. The insurance policy or policies must name the City as
Additional Insured. These policies will include a Waiver of Subrogation as provided in Section 15.13.
Insurance proceeds for casualty losses will be payable to Landlord.
17. Additions and Fixtures. Tenant acknowledges that Landlord has no obligation to
furnish the Leased Premises, nor to make any alterations or improvements to the Leased Premises.
Tenant shall not make any alteration, improvement, repair, replacement, or addition to the Leased
Premises (collectively, "Alteration") without the prior written consent of Landlord, other than
removing Tenant's personal property. At the end of the Term, Tenant will yield the Leased Premises
to Landlord in the same or equivalent condition as delivered to Tenant, reasonable wear and tear, and
damage by fire or casualty (not the fault of Tenant) excepted (subject to Section 15 hereof). At the
end of the Term Tenant may remove Alterations with Landlord's prior written consent; provided,
however, that Tenant must repair any damage caused by such removal and restore the Leased
Premises to substantially the same condition existing prior to Tenant's installation of the
improvement (ordinary wear and tear excepted) unless Landlord otherwise directs.
18. Assignment and Subletting. Without the prior express written permission of
Landlord (which permission may be withheld by Landlord for any reason in its sole discretion),
Tenant shall not (i) assign this Lease, (ii) sublease all or any part of the Leased Premises, (iii)
mortgage, pledge, or hypothecate its leasehold interest, or (iv) grant any concession or license within
the Leased Premises. 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.
19. Subordination. Tenant accepts this Lease subject and subordinate to any mortgage,
or other lien presently existing or hereafter placed upon the Leased Premises and to any renewals and
extensions thereof, and further subject to any and all easements and encumbrances of record that
affect the Leased Premises and that are recorded in the real property records of Tarrant County,
Texas.
20. Eminent Domain. If any substantial portion of the Leased Premises is taken by
eminent domain, Landlord may either terminate this Lease or continue the Lease in effect. If
Landlord elects to continue the Lease, Landlord will repair any damage to the Leased Premises
resulting from the taking to the extent that associated costs are offset by any settlement entered into
LEASE AGREEMENT(BRIT LANDOWNER_BRIT)(UNIVERSITY DRIVE) 6
or award made as compensation or damage for 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 20, 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.
21. Access by Landlord. 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 and for any other purpose deemed
reasonable by Landlord. Additionally, pursuant to the City Lease, Tenant acknowledges and agrees
that the City and its agents, representatives, or employees may enter the Leased Premises for
purposes of inspection, determining whether Landlord is complying with the City Lease,
maintaining, repairing, or altering the Leased Premises, or any other reasonable purpose.
22. Default and Remedies.
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 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.
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, terminate this Lease, in which event Tenant
shall immediately surrender possession of the Leased Premises to Landlord.
C. In the event of any default by Landlord, Tenant's exclusive remedy is to terminate
this Lease (Tenant waives the right to maintain an action for monetary damages or the benefit of any
laws granting a lien upon the property of Landlord or upon Rent due Landlord). Prior to any
termination, 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 and within the time allowed, Tenant may not
terminate pursuant to this paragraph. 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 Leased Premises and not thereafter. Landlord's liability for the performance of any
Landlord obligations under this Lease is limited to Landlord's interest in the Leased Premises.
23. Non-Waiver. 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.
24. Holding Dues. 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
LEASE AGREEMENT(BRIT LANDOWNER_BRIT)(UNIVERSITY DRIVE) 7
obligations of this Lease. Additionally, Tenant shall pay Landlord for all damages sustained by
Landlord due to Tenant's retention of possession.
25. Notices. Any notice or request to be given under this Lease must be in writing and
must be either (i) delivered by hand, or (ii) sent by United States Registered or Certified Mail,
postage prepaid, addressed to the parties at the respective addresses set out opposite their names
below, 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 party. Notice is deemed given when delivered (if
delivered by hand), two (2) days after postmark (if sent by mail), or the business day following
deposit into the custody of an overnight delivery service.
If to Landlord: If to Tenant:
BRIT Landowner Botanical Research Institute of Texas, Inc.
1700 University Drive 1700 University Drive
Fort Worth, Texas 76107 Fort Worth, Texas 76107
Telephone: (817) 546-8690 Telephone: (817) 332-4441
Facsimile: (817) 332-4112 Facsimile: (817) 332-4112
Attention: Connie Johnson Attention: Connie Johnson
26. Miscellaneous.
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. 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.
C. Except as may be otherwise expressly provided in this Lease, whenever Tenant is
required to obtain Landlord's consent, Landlord may grant or withhold its consent in its sole and
exclusive discretion.
D. Time is of the essence in every instance in this Lease where a payment of any sum is
required within any specified period.
E. 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, or withhold or offset against any Rent to be paid
Landlord by 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.
F. Neither Landlord nor Tenant will ever be liable under this Lease for consequential
damages or special damages.
G. All monetary obligations of Landlord and Tenant are payable exclusively in Fort
Worth, Texas, at Landlord's office located at 1700 University Drive, Fort Worth, Texas 76107.
LEASE AGREEMENT(BRIT LANDOWNER_BRIT) (UNIVERSITY DRIVE) 8
H. In the event of variation or discrepancy between copies of this Lease, Landlord's
original copy controls.
I. If because of any act or omission of Tenant, its contractors, licensees, invitees or
exhibitors or any of their respective subcontractors, agents or employees, 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, Tenant shall, at its own cost and expense, cause the same to be
discharged of record within thirty(30) days after its filing.
J. This Lease will be governed by and construed in accordance with the laws of the
State of Texas and venue for action under this Lease shall be exclusively in the State courts of
Tarrant County, Texas.
K. The relationship between Landlord and Tenant is at all times solely that or lessor and
lessee, and may not be deemed a partnership or a joint venture.
27. Invalidity of Particular Provision. 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.
28. Waiver of Trial by Jury. 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.
29. Brokerage. 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. Tenant shall indemnify and hold Landlord harmless from and
against any claims by any other broker, agent, or other person claiming a commission or other form
of compensation due to its dealings with Tenant on this leasing transaction. The provisions of this
Section 29 will survive the termination of this Lease.
30. Entire Agreement,Binding Effect. 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. This Lease may be executed in any number of
counterparts, all of which taken together shall constitute one and the same original, and the execution
of separate counterparts by Landlord and Tenant shall bind Landlord and Tenant as if they had each
executed the same counterpart. In order to facilitate the agreement contemplated by this Lease,
signatures transmitted via e-mail in a "PDF" format may be used in place of original signatures to
this Lease.
[Signatures on following page]
LEASE AGREEMENT(BRIT LANDOWNER_BRIT)(UNIVERSITY DRIVE) 9
EXECUTED in multiple counterparts, each of which is an original, on this )2 day of
2019 ("Effective Date").
LANDLORD:
BRIT LANDOWNER,
a Texas non-profit corporation
r�By:
Name: �S 2
Title: iQS
TENANT:
BOTANICAL RESEARCH INSTITUTE OF TEXAS,INC.,
a Texas non-profit corporation
By:
IL
Name:
Title:
LEASE AGREEMENT(BRIT LANDOWNER_BRIT) (UNIVERSITY DRIVE) 10
EXHIBIT"All
LEASED PREMISES
1700 University Drive, Fort Worth, Texas 76107, known as the "Botanical Research Institute
Building," more particularly described as Lot 1, Block 3 of the Botanical Gardens Addition to the
City of Fort Worth, Tarrant County, Texas, and as recorded in Volume 388-214, Page 97 in the Plat
Records, Tarrant County, Texas
LEASE AGREEMENT(BRIT LANDOWNER_BRIT)(UNIVERSITY DRIVE) 11
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRT�'
COUNCIL ACTION: Approved on 1/29/2019
DATE: 1/29/2019 REFERENCE NO.: **C-29016 LOG NAME: 80BRITLEASE
CODE: C TYPE: CONSENT PUBLIC NO
NO
SUBJECT: Authorize Assignment of Lease with the Botanical Research Institute of Texas, Inc., to
BRIT Landowner for the Property Located at 1800 University Drive (COUNCIL DISTRICT
7)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an assignment lease
with the Botanical Research Institute of Texas, Inc., to BRIT Landowner, a Texas non-profit
corporation, for the property located at 1800 University Drive.
DISCUSSION:
On March 18, 2003, the City Council adopted Resolution Number 2926 which states the City's intent
to lease the property located at 1800 University Drive to the Botanical Research Institute of Texas,
Inc., (BRIT) for one dollar per year for 99 years. The relocation of BRIT to 1800 University Drive
serves the Fort Worth Botanic Garden and the City of Fort Worth by providing BRIT's resources and
services in close proximity to the Botanic Garden.
On March 10, 2005, the City and BRIT executed City Secretary Contract No. 31471 to lease the
premises at 1800 University Drive for 99 years. The lease states that BRIT may not assign without
the approval of the City.
BRIT has established a separate non-profit corporation, BRIT Landowner, a Texas non-profit
corporation, to separate the fixed assets, e.g., the building, from the rest of the programs and
operations, and requests to assign its leasehold estate to BRIT Landowner. This M&C will authorize
the assignment of the building, parking lots, improvements, additions, alterations, and fixtures from
BRIT to BRIT Landowner for the consideration of Ten and 00/100 Dollars ($10.00). The remainder of
the lease remains unchanged.
1800 University Drive is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this action will have no material effect on City funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year (Chartfield 2
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Richard Zavala (5704)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26594&councildate=l/29/2019 1/30/2020
M&C Review Page 2 of 2
Additional Information Contact: Sandra Youngblood (5755)
ATTACHMENTS
BRIT 1295 Certificate Notarized - redacted.pdf
CSC 31471.BRIT lease.pdf
Resolution No. 2926.pdf
http://apps.cfwnet.org/council_packet/Mc review.asp?ID=26594&councildate=1/29/2019 1/30/2020