HomeMy WebLinkAboutContract 32736-A6CSC No. 32736-A6
SIXTH AMENDMENT TO LEASE AGREEMENT
THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made effective
as of the ��t day of Apr�� , 2021 (the "Effective Date"), by and between the CITY OF
FORT WORTH, a municipal corporation of the State of Texas (the "City" or "Landlord"), and
MCIMETRO ACCESS TRANSMISSION SERVICES CORP., a Delaware corporation, d/b/a Verizon
Access Transmission Services, f/k/a MCImetro Access Transmission Services LLC ("Tenant").
WITNESSETH:
WHEREAS, Fort Worth Telco Center Limited ("Original Landlord"), successor in interest to
Landlord, and Tenant entered into that certain Standard Equipment Site Lease Agreement dated April 13,
2000, Ciry Secretary Contract #47864 (the "Original Lease") as amended by: (i) that certain
Commencement Date Agreement and Amendment to the Lease executed November 20, 2000 between
Original Landlord and Tenant (the "First Amendment"); (ii) that certain Amendment Number Two to
Lease Agreement executed November 29, 2000 between Original Landlord and Tenant (the "Second
Amendment"); (iii) that certain Amendment to Lease Agreement executed December 1, 2005 between
Landlord and Tenant (the "Third Amendment"); (iv) that certain Fourth Amendment to Lease Agreement
dated effective June 1, 2010 between Landlord and Tenant (the "Fourth Amendment"); and (v) that certain
Fifth Amendment to Lease Agreement dated March 27, 2015 (the "Fifth Amendment", with the Original
Lease, First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth
Amendment collectively referred to herein as the "Lease"), for the lease of certain premises consisting of
approximately 8,343 square feet of rentable area (the "Premises") in the building commonly known as the
Zipper Building located at 1111 Monroe Street, Fort Worth, Texas (the "Building"), as more particularly
described in the Lease;
WHEREAS, the term of the Lease expired on October 31, 2020; and
WHEREAS, Landlord and Tenant now desire to, among other things, amend the Lease to
retroactively extend the term of the Lease and to modify certain other terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Landlord and Tenant agree as follows:
1. Recitals; Defined Terms. The above recitals are true and correct and are hereby
incorporated by reference into this Amendment as if set forth in fu1L Unless specifically defined herein,
capitalized terms used in this Amendment shall have the same meaning as set forth in the Lease.
2. Extension of Term. Pursuant to Tenant's timely exercise of the third of its three options
to renew the Lease, as granted in Section 42 of the Original Lease and Paragraph 5(a) of the Fifth
Amendment, the term of the Lease is hereby (retroactively) extended for a period of iive (5) years,
commencing on November 1, 2020 and expiring at 11:59 p.m. on October 31, 2025 (the "Third Renewal
Term"). The parties shall reconcile any overpayment or underpayment of rent for the period from
November 1, 2020 through the Effective Date to reflect the rent actually payable pursuant to the terms of
this Amendment.
3. Base Rental. During the Third Renewal Term, Base Rental for the Premises shall be in
the amount of $12.59 per square foot per annum for an annual rental of One Hundred and Five Thousand
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Thirty-Eighty and 37/100 Dollars ($105,038.37), payable in equal monthly installments of Eight Thousand
Seven Hundred Fifty-Three and 20/100 Dollars ($8,753.20).
4. Base Year. During the Third Renewal Term, for purposes of calculating Tenant's
Proportionate Share of increases in Operating Expenses and Tax Payments, the `Base Year" means
calendar year 2021.
5. Renewal Option. Tenant shall have two (2) additional options to extend the term of the
Lease for periods of five (5) years each by providing written notice of the exercise of each renewal option
to Landlord at least six (6) months prior to the beginning of the applicable renewal term (such renewal
terms are hereinafter referred to as the "Fourth Renewal Term" and "Fifth Renewal Term", respectively,
and each a"Renewal Term"). Any such extension shall be subj ect to all of the terms, conditions, provisions
and covenants of the Lease and for the entirety of the Premises, except that (i) the Base Rental will be equal
to 95% of the Fair Market Value Rent (as defined and determined in Section 42 of the Original Lease, as
amended by Section 6 of the Fourth Amendment and Section 5 of the Fifth Amendment), and (ii) upon the
commencement of each Renewal Term, the Base Year shall be reset to the then-following calendar year
(i.e., 2026 for the Fourth Renewal Term, and 2031 for the Fifth Renewal Term).
6. Surrender of the Premises. Notwithstanding anything in the Lease to the contrary, Tenant
shall have no obligation to remove any of its equipment or properiy from the Premises or Building, or
otherwise repair, restore or remove any improvements, betterments or alterations to the Premises or any
other portion of the Building (whether perfarmed by or on behalf of Tenant ar otherwise) upon the
expiration or earlier termination of this Lease. Tenant may remove any and all of Tenant's equipment,
�xtures, furniture or other items of personal property from the Premises or the Building at Tenant's election
and sole discretion; any such equipment, fixtures, furniture or other personal property abandoned by Tenant
in the Premises or any other portion of the Building after the expiration of the term of the Lease shall
automatically be deemed the property of Landlord without warranty from or cost to Tenant, and without
compensation or payment therefor. Section 9.B. of the Original Lease is hereby deleted in its entirety.
Notices. The parties address for notice is hereby modified to read as follows:
If to Landlord: City of Fort Worth
Lease Management
Property Management Department
Fort Worth, TX 76102
Attn: Lease Manager
with a copy to: City of Fort Worth
City Attorney's ofiice
200 Texas Street
Fort Worth, TX 76102
Attn: Thomas Royce Hansen
If to Tenant: Verizon Global Real Estate
Attn: Lease Administration (GLC: FTRNTX)
7701 E. Telecom Parkway
Mail Code: FLTDSB 1 W
Temple Terrace, FL 33637
�
Landlord agrees to reference Verizon Property ID GLC: FTRNTX on all future invoices, notices,
correspondence and other communications concerning the Lease. Notwithstanding anything in the Lease
or this Amendment to the contrary, a copy of all notices sent to Tenant relating to the Lease shall also be
sent via email to: vz.greleaseadmindocuments@verizon.com, which email shall include (in the "Subject"
line) the following: "11 ll Monroe Street, Fort Worth, TX — GLC: FTRNTX", in addition to the hard copy
required to be sent via one of the other approved methods of delivery stated in the Lease.
8. Quiet Enjoyment. Subject to the terms of the Lease, Tenant shall have peaceful and quiet
enjoyment of the Premises at all times during the Lease term.
9. Brokers. Landlord and Tenant each represent and warrant to the other party that the only
broker it has dealt with in connection with this Amendment is CBRE Group, Inc., representing Tenant
("Tenant's Broker"). Landlord and Tenant each acknowledge that Tenant's Broker is not receiving a
commission from the Landlord in connection with this Amendment. Any commission or similar fee earned
and payable to a broker representing the Landlard in connection with this Amendment shall be paid by
Landlord pursuant to a separate written agreement. Tenant agrees to defend, indemnify and hold Landlord
harmless from and against all claims by any broker (including Tenant's Broker) for fees, commissions or
other compensation to the extent such broker claims by, through or under Tenant. Landlord agrees to
defend, indemnify and hold Tenant harmless from and against all claims by any broker (excluding Tenant's
Broker) for fees, commissions or other compensation to the extent such broker claims by, through or under
Landlord. The provisions of this paragraph shall survive the expiraiion or sooner termination of the Lease
(as amended hereby).
10. OFAC. Tenant and Landlord each represent and warrant to each other that neither party
nor any affiliate or representative of such party (i) is listed on the Specially Designated Nationals and
Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury
("OFAC") pursuant to Executive Order number 13224, 66 Federal Register 49079 (September 25, 2001)
(the "Order"); (ii) is listed on any other list of terrorists or terrorist organizations maintained pursuant to
the Order, the rules and regulations of the OFAC or any other applicable requirements contained in any
enabling legislation or other executive orders in respect of the Order (the Order and such other rules,
regulations, legislation or orders are collectively called the "Orders"); (iii) is engaged in activities
prohibited in the Orders; ar(iv) has been convicted, pleaded nolo contendere, indicted, arraigned or
detained on charges involving money laundering or predicate crimes to money laundering.
11. No Third-Party Consent. Landlord represents and warrants to Tenant that this
Amendment does not require the approval of (i) any lender holding a lien on the Premises, (ii) a Master
Landlord, or (iii) any third party.
12. No Waiver. Tenant hereby expressly acknowledges and agrees that Landlard's execution
of this Amendment: (i) does not constitute a waiver of any of Landlord's claims, rights and remedies under
the Lease or at law with respect to Tenant's obligations under the Lease; and (ii) is not intended to bar any
current or subsequent enfarcement of any of Landlord's claims, rights or remedies. Landlord hereby
expressly acknowledges and agrees that Tenant's execution of this Amendment: (i) does not constitute a
waiver of any of Tenant's claims, rights and remedies under the Lease or at law with respect to Landlord's
obligations under the Lease; and (ii) is not intended to bar any current or subsequent enforcement of any of
Tenant's claims, rights or remedies.
13. Authority of Parties. Tenant certifies to Landlord that it is authorized to enter into this
Amendment, and that those persons signing below on its behalf are authorized to do so. Landlard certifies
to Tenant that it is authorized to enter into this Amendment, and that those persons signing below on its
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behalf are authorized to do so. Tenant and Landlord hereby reaffirm the Lease as modified in this
Amendment, and coniirm their respective correct legal names as provided herein.
14. G verning Law; Severability. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas. In the event any term, covenant ar condition of the Lease
or this Amendment shall to any extent be invalid or unenforceable, the remainder shall not be affected
thereby and each term, covenant or condition sha11 be valid and enforceable to the full extent permitted by
law.
15. Counterparts. This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same instrument. This Amendment
may be executed by electronic signature, which shall be considered as an original signature far all purposes
and shall have the same force and effect as an original signature. For these purposes, "electronic signature"
shall mean electronically scanned and transmitted versions (e.g. via pdf fi1e) of an original signature,
signatures electronically inserted and veriiied by software such as Adobe Sign, or faxed versions of an
original signature. Landlord and Tenant agree that the delivery of an executed copy of this Amendment by
facsimile or e-mail shall be legal and binding and shall have the same full force and effect as if an original
executed copy of this Amendment had been delivered.
16. Successors and Assigns. This Amendment shall apply to, inure to the benefit of, and be
binding upon the parties hereto and upon their respective heirs, legal representatives, successors and
permitted assigns, except as otherwise provided herein.
17. Entire Agreement. The Lease, as modified by this Amendment, constitutes the entire
agreement between the parties with respect to the subject matter hereof, and contains all of the covenants
and agreements of the parties with respect thereto. The parties each acknowledge that no representations,
inducements, promises, or agreements, oral or written, have been made by the parties, or anyone acting on
behalf of the parties, which are not contained herein, and any prior agreements, promises, negotiations or
representations not expressly set forth in this Amendment are of no effect. This Amendment may not be
altered, changed or amended except by an instrument in writing signed by the parties hereto. To the extent
of any inconsistency between the Lease and this Amendment, the terms of this Amendment control.
Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as amended by this
Amendment.
[Signature page follows]
�
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment effective on the
Effective Date.
LANDLORD:
CITY OF FORT WORTH
., ,
Dana Burghdoff
Assistant City Manager
TENANT:
MCIMETRO ACCESS TRANSMISSION
SERVICES CORP., a Delaware corporation
d/b/a Verizon Access Transmission Services
By; M' hael Hudson (Mar 29, 2021 12:57 EDT)
Name: Michael Hudson
Title: Director-Real Estate Portfolio Management
Date: Mar 29, 2021
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.
%II�,kF.�
Mark 3�o�e�'A4ar2J, 20211'�'32 CDT:�
Name:Mark Brown
Tltle: Lease Manager, Property Management Department
APPROVED AS TO FORM
AND LEGALITY:
��
Leann Guzman (Apr7, 202118:05 CDT)
Thomas Royce Hansen
Assistant City Attorney
ATTEST:
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Mary Kayser
City Secretary
Contract Authorization:
M & C: 21-0213
Date: 3/23/2021
Form 1295: NA
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�FFICIAL REC�RD
CITY SECRETARY
FT. W�RTH, TX
CITY COUNCIL AGENDA
DATE: 3/23/2021 REFERENCE **M&C 21- LOG NAME:
NO.: 0213
CODE: L TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
FoR�TH
21VERIZON LEASE
AMENDMENT
f�[�7
SUBJECT: (CD 9) Authorize the Execution of a Sixth Lease Amendment with MClmetro Access
Transmission Services, LLC d/b/a Verizon Access Transmission Services to Provide Two
Additional Five-Year Renewal Term Options for the Lease in the Zipper Building, 275
West 13th Street, Fort Worth, Texas
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a sixth lease amendment with
MClmetro Access Transmission Services, LLC d/b/a Verizon Access Transmission Services to
provide two (2) additional five (5)-year renewal term options for the lease in the Zipper Building, 275
West 13th Street, Fort Worth, Texas.
DISCUSSION:
On April 13, 2000, MClmetro Access Transmission Services, LLC d/b/a Verizon Access Transmission
Services (Tenant) entered into a ten (10) year lease with three (3) five (5) year lease renewal options
(City Secretary Number 47864) with Fort Worth TeICo Center Limited for the first floor office space in
the Zipper Building, 275 West 13th Street (a/k/a 1111 Monroe Street), Fort Worth, Texas for use of
their telecommunication operations.
The City purchased the Zipper Building on May 10, 2005, (M&C L-14052) and the lease with
Tenant (successor to Fort Worth TeICo) was assigned to the City.
The Tenant is exercising the third lease renewal term provided for in the lease and it expires October
31, 2025.
The Tenant and Property Management Department desire to amend the lease to provide for two (2)
additional five (5) year renewal term options, at the end of the third renewal term, to allow the
Tenant to continue to provide telecommunication services.
The two (2) renewal terms are as follows:
Fourth Renewal Term: November 1, 2025 to October 31, 2030.
Fifth Renewal Term: November 1, 3030 to October 31, 2035.
Rent during the renewal terms will be calculated at the time of renewal in the manner set forth in the
original lease.
This property is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of
the sixth amendment to the lease, funds will be deposited into the General Debt Service Fund. The
Information Services Department (and Financial Management Services) is responsible for the
collection and deposit of funds due to the City.
FROM
Department I Account
ID
Originating Department Head:
Additional Information Contact:
Project I Program I Activity Budget I Reference # I Amount
ID Year (Chartfield 2)
ram
ererence
hartfield
Steve Cooke (5134)
Mark Brown (5197)
ATTACHMENTS
M and C map for Verizon.pdf
1
Soto, Vania Elizabeth
From:Guzman, Leann
Sent:Thursday, April 15, 2021 11:29 AM
To:Hansen, Thomas Royce; Soto, Vania Elizabeth; Brown, Mark Eric
Subject:RE: TX, Fort Worth (1111 Monroe St) - 6th Lease Amd 032921 (VZ Signed)
Please number it 32736‐A6.
From: Hansen, Thomas Royce
Sent: Thursday, April 15, 2021 10:36 AM
To: Soto, Vania Elizabeth <Vania.Soto@fortworthtexas.gov>; Brown, Mark Eric <Mark.Brown@fortworthtexas.gov>
Cc: Guzman, Leann <Leann.Guzman@fortworthtexas.gov>
Subject: RE: TX, Fort Worth (1111 Monroe St) ‐ 6th Lease Amd 032921 (VZ Signed)
Good morning Vania,
Is there any way to somehow have this amendment cross reference both numbers? So that if you typed in 32736 or
47864 it would pull this agreement either way?
I was not the Attorney who reviewed this particular agreement. I am cc’ing Leann on this email so she is aware of the
issue but I think you could label it at 32736‐A6. It may be beneficial to add a note in the corner indicating that other
amendments were filed under CSC 47864.
Respectfully,
Royce Hansen
Assistant City Attorney
City Attorney’s Office
200 Texas St.
Fort Worth, TX 76102
817.392.7553
817.392.8359 fax
thomas.hansen@fortworthtexas.gov
City of Fort Worth – Working together to build a strong community.
RECIPIENTS - PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS
ATTORNEY-CLIENT COMMUNICATIONS.
This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity
to which they are addressed. This communication may contain material protected by the attorney-client privilege. If you
are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient, be advised that
you have received this e-mail in error and that any use, dissemination, forwarding, printing, or copying of this e-mail is
strictly prohibited. If you have received this e-mail in error, please immediately notify Royce Hansen at the City of Fort
Worth, City Attorney's Office (817) 392-7553.
2
From: Soto, Vania Elizabeth
Sent: Wednesday, April 14, 2021 1:44 PM
To: Brown, Mark Eric <Mark.Brown@fortworthtexas.gov>
Cc: Hansen, Thomas Royce <Thomas.Hansen@fortworthtexas.gov>
Subject: RE: TX, Fort Worth (1111 Monroe St) ‐ 6th Lease Amd 032921 (VZ Signed)
I know it makes sense. I am not arguing that part. I am stating nowhere does it mention 32736 so if anyone were
to research or look at this amendment they would be confused as to why it is linked to 32736, if there is no
mention to that contract. The problem is that the lease got recorded after the amendments were sent in and I
know that is out of our hands since it was before our time. I just want to make sure no one is confused later on
with how we came to this numbering. Also I was never going to number it as 47864-A1 cause I know that
would not make sense.
Royce,
If you are okay with it being numbered as suggested “32736-A6” please let me know in writing so that can be
attached to the contract to clarify and clear any confusion should anyone leave the City. Thank you.
Vania E. Soto
Administrative Assistant
City Secretary’s Office
817-392-6090
Vania.Soto@fortworthtexas.gov
From: Brown, Mark Eric
Sent: Wednesday, April 14, 2021 1:32 PM
To: Soto, Vania Elizabeth <Vania.Soto@fortworthtexas.gov>
Cc: Hansen, Thomas Royce <Thomas.Hansen@fortworthtexas.gov>
Subject: RE: TX, Fort Worth (1111 Monroe St) ‐ 6th Lease Amd 032921 (VZ Signed)
Since 32736 is the 1‐3 amendments to the lease 47864 and 32736 A‐4 and 32736 A‐5 are the
subsequents amendments to 47864, it make sense to number this in sequence, 32736 A‐6.
If you number this 47864 A‐1, it will not flow in sequence.
Regards,
Mark Brown
Lease Manager
Lease Management - Real Property Division
Property Management Department
900 Monroe Street, Suite 400
Fort Worth, Texas 76102
817-392-5197 Office
817-392-7591 Fax
Mark.Brown@FortWorthTexas.gov
3
City of Fort Worth – Working together to build a strong community.
Follow Fort Worth
How am I doing? Contact my supervisor: Steve.Cooke@FortWorthTexas.gov
From: Soto, Vania Elizabeth
Sent: Wednesday, April 14, 2021 1:28 PM
To: Brown, Mark Eric <Mark.Brown@fortworthtexas.gov>
Cc: Hansen, Thomas Royce <Thomas.Hansen@fortworthtexas.gov>
Subject: RE: TX, Fort Worth (1111 Monroe St) ‐ 6th Lease Amd 032921 (VZ Signed)
I would but the contract makes no reference to 32736, just to 47864. If it had both numbers referenced then I
could work with it.
I am going to Cc Royce on this to see what Legal suggests.
Vania E. Soto
Administrative Assistant
City Secretary’s Office
817-392-6090
Vania.Soto@fortworthtexas.gov
From: Brown, Mark Eric
Sent: Wednesday, April 14, 2021 12:37 PM
To: Soto, Vania Elizabeth <Vania.Soto@fortworthtexas.gov>
Subject: RE: TX, Fort Worth (1111 Monroe St) ‐ 6th Lease Amd 032921 (VZ Signed)
I suggest numbering it 32736 A‐6.
I had a typo on my pervious email.
The CSC# is 32736 not 32376.
Regards,
4
Mark Brown
Lease Manager
Lease Management - Real Property Division
Property Management Department
900 Monroe Street, Suite 400
Fort Worth, Texas 76102
817-392-5197 Office
817-392-7591 Fax
Mark.Brown@FortWorthTexas.gov
City of Fort Worth – Working together to build a strong community.
Follow Fort Worth
How am I doing? Contact my supervisor: Steve.Cooke@FortWorthTexas.gov
From: Soto, Vania Elizabeth
Sent: Wednesday, April 14, 2021 12:03 PM
To: Brown, Mark Eric <Mark.Brown@fortworthtexas.gov>
Subject: RE: TX, Fort Worth (1111 Monroe St) ‐ 6th Lease Amd 032921 (VZ Signed)
OH WOW! This is a mess. This happened before we both got involved and I’m not sure how to number this
without it getting more confusing. Let me work on a fix and then I’ll let you know.
Vania E. Soto
Administrative Assistant
City Secretary’s Office
817-392-6090
Vania.Soto@fortworthtexas.gov
From: Brown, Mark Eric
Sent: Wednesday, April 14, 2021 11:58 AM
To: Soto, Vania Elizabeth <Vania.Soto@fortworthtexas.gov>
Subject: RE: TX, Fort Worth (1111 Monroe St) ‐ 6th Lease Amd 032921 (VZ Signed)
5
Our previous Lease Manager and Cynthia Garcia were involved with this agreement in the
past.
Attached are the amendments. I have no idea why they were given a new CSC#.
32376 was amendments 1, 2 and 3.
Regards,
Mark Brown
Lease Manager
Lease Management - Real Property Division
Property Management Department
900 Monroe Street, Suite 400
Fort Worth, Texas 76102
817-392-5197 Office
817-392-7591 Fax
Mark.Brown@FortWorthTexas.gov
City of Fort Worth – Working together to build a strong community.
Follow Fort Worth
How am I doing? Contact my supervisor: Steve.Cooke@FortWorthTexas.gov
From: Soto, Vania Elizabeth
Sent: Wednesday, April 14, 2021 11:37 AM
To: Brown, Mark Eric <Mark.Brown@fortworthtexas.gov>
Subject: TX, Fort Worth (1111 Monroe St) ‐ 6th Lease Amd 032921 (VZ Signed)
I don’t see where we have the amendments recorded to CSC No. 47864. Were they not sent to us to be
recorded?
6
Vania E. Soto
Administrative Assistant
City Secretary’s Office
817-392-6090
Vania.Soto@fortworthtexas.gov