HomeMy WebLinkAboutContract 44242 (2).� i.
SUEURDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
AND
ESTOPPEL CERTIFICATE
This Subordination, Non-Disturbance and Attornment Agreemeni and Es�oppel
Certificate (hereinafter "Agreement") is made November 26, 2012, between Citv of Fort
Worth, a municipal corporation (hereinaf�er called "Tenant"), and MIDFIRST BANK
(hereuiafter called "Bank"}.
WITNESSETH:
WHEREAS, Bank is the owner and holder of a certain mortgage as mortgagee given by
RYLB FW Properties, LP, a TeYas limited Uartnership, as mortgagor (hereiu7after called
"Mortga�or"), covering real property and improvements more particularly described in E�ibit A
attached hereto (the "Premises"} (herein the "Mortg�e"), which tezm will include a1l renewals,
zxxodifications, consolidations, replacements, substitutions, additions and extensions of such
mortgage; a�nd
WIILREAS, Mortgagor is the owner of the Premises and by Lease Agxeement dated June
1, 2008 (herein collectively called the "Lease"), has leased a portion of the Premises (the "Leased
Interest") to Tenani; and
WHEREAS, th.e parties desire to enter into #his Agreement acknowledging the
subordin.ation of the Lease to the Mortgage and providing for ihe n�ndisturbance of Tet�ant by
Bank.
NUW, THEREFORE, in conszderatian of the premzses and the mutual covenants and
agreements herein contained, the parties hereto iniending to be legally bound hereby a�ee and
certify as follows:
1. Suboxdination. Tenant hereby cavenants and agrees with Bank thai the Lease is
and shall continue hereaftex to be subject and subordznate to ihe lien of the Mortgage, subject,
hov�rever, to t�e pravisions of this Agreement.
2. Attoi�ment. Tenant agrees that if Bank or any future holder of the Mortgage shall
become the owt�er of the Premises by reason of foreclosure of the Mortgage or otherwise, or if
the Premises shall be so�d as a result of any action or proceeding to foreclose the Mortgage or
transfer ownership by deed given in lieu of foreclosure, the Lease shall continue in full foxce and
effect as a direct Iease between the Tenant and the then owner of the Pxemises as "landlord" upon
all the same terms, covenants and provisions contained in the Lease, except as otherwise
provided herein. Upon request by Bank or any subsequent owner of the Premises, Tenant will
execute a written agreement whereunder Tenant will attorn to Bank or subsequent owner and
affirm Tenant's obliga�ions under the Lease includin.g the obligation to pay rents and other
C�c CEIV'ED FEB � 9 ��7i�
R�C�IVE�I �AR�4��i�
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OFFICIAL RECORD I
CITY SECIRETA�tY
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charges ta Bank or such subsequent owner, and Bank or subsequent owner witll agree not ta
disturb Tenan#'s occupaxicy under the Lease as long as Tenant is not in default thereunder.
3, Assi ent of Rents. Tenant agrees io recognize the assignment of the Lease
made by Mortgagor to Bank puxsuant to the Mortgage and other loan documents and agrees to
pay to Bank as assignee, the rents and oth;er payments under the Lease which are due to the
Mortgagor under the terms of the Lease after the tixue the Tenant receives written natice from
Bank requesting that such sums he paid to Bank. Such payment to Baz�k will continue uniil the
first to occur of the foliowing: (a) no further amoun.ts are payable by the Tenant ur�der ihe Lease;
(b} Bank gives the Tenant written notice that the rents and other payments be paid_ to Mor-tgagox;
or (c} Bank gives the Tenant written notice that a purchaser has succeeded to the interests of
Morkgagor and Bank under the Lease, after which time the rents and other payments will be
directed by sueh purchase�.
A-. Esto e1. Tenant certifies and agrees that:
(a) It is the tenant and Martgagor is the landloxd with xespect to the Lease.
. (b) The Premises and Leased Interest are in satisfactory condition and are
acceptabla to the Terzant in all respects.
(c). The Lease k�as not been a�mended or modified in any respect, and the same
consritutes the full and con�plete u�nderstan.ding and agreement between Mortgagor and
Tenant co�cerning the letting of the Leased Interest.
(d) Tenant is in occupancy of the Leased Interest aad has neither assigtied its
right nor sublet the Leased Inferest.
(e) The Lease shall not be altered, modified or amended without Martgagor
obtaining the prior writte�n consent of Bank if the affeci of such alternation; modification
ar amendment is io (i) reduce the rent or other sums payable under the Lease, (ii} .
m�odifies any operating covenant of Tenant tulder the Lease, (iii) reduced the term of the
Lease, (iv} modifies the terms of the Lease regarding surre�ndering possession of the
Premises, (v} ternunates the Lease, (vi) provides for payment of rent naore than one
month in advance, {vu) modifies the permitted uses under the Lease, (viii} modiiies the
provisions regarding Tenant's obligation to compiy with Iaws or (�) materially uzcreases
Mortgagor's ox decreases Tenant's obligations under the Lease.
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The currez�t tei�n of the Lease A.greement shall terminate on December 14,
The Lease may be extended N/A additionar terms of N/A years each.
(h) The current rent is $6 7___ 68.98 per month,
�.
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(j} The next rent is due on December 1 201Z.
(k) As �f the date hereof Tenant is current in the payment of all rentals to
Mortgagor required to be paid under tl�e Lease, and rentals under the Lease have not been
callected more than one month in advance.
(1} Tenant does not hald any claim against Mortgagor in the nature of set-off
or credit against future accruing ren.t under tbe I,ease. -
{m} The Lease is in full force and effect and is in good stauding and not in
defauit nor under threat af default on the part of either Tenant or Mortgagor as of the clate
hexeof.
(n) Tenant possesses no right, tatle, interest or estate in and to fihe Premises or
any part thereof except as Tenant and Tenant has no right to purchase ail or any portion of
the Premises by option, contxact, agreement or deed.
(o) There are no actians, whether voluntary or otherwise, pending against
Tenant under the ba�ri.iptcy laws of -che LTr�teu �tates �r any state thereof.
(p) Tenant has, to its best knowledge, complied and will cor�ply rvith all
applicable environmental laws regarding th� Premises or Leased Tnterest.
5. Cop,ies of Notices and Statem�ents. Tenant will send a copy of any notzce or
stafiement under the Lease to Bank at the sa�me time such notice or statement is sent to the
Iandlord, including in case Tenant deducts or offsets any part of its rent payzneni pursuant ta any
pxavisxon of the Lease.
b. Ma ¢�or's Default. Tenant will not seek to terminate the Lease by zeason of any
act or omissian of the MQrtga;or until Tenant has given written notice to Bank and shall allow
Banlc a reasonable time to cure such act or oxnission.
7. Terminat�on bv Mort�agor. The Lease may not be terminated by Mortgagar
without the prior written consent of Bank, a.nd Tenant agrees no such termination by Mortgagor
without such pri.or wz�itten consent wi11 be effective, unless such termination is expressly
provided in the Lease as a result of Tenant's default thereunder.
8. Alterations. Tenant agrees that structural alterations or improvements that
adversely affect the structural in.tegrity of the Premises or Leased Interest cannot be made withoui
the pxior �w�ritten conse�t af �ank.
9. Non-Disturbanee. Bank agrees tl7at so long as the Lease shall be �in full force and
effect and Tenant shall nat be in default thereunder:
(a) Tenant shall not be named or joined as a party or otherwise in any suit,
action or proceeding for the foreclosure of the Mortgage or any other document securing
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the Mortgage encumbering the Premises unless such joinder be requued by applicable
law;
(b} The possession by Tenant of the Leased Interest and Tenant's right tlxereto
shall noi be disturbed, affected or irnpaired by, nox will tJae Lease of the term thereof be
terminated or otherwise affected by any s�uit, action ox proceeding upon the Mortgage, the
Note ar other abligation secured thereby iax fareclosure oftlze Mortgage;
10. Tenant's Default. .Anything contained in this Agreement to the contrary
notwithstanding, Martgagar, its successors and assigns, including any m�Qrtgagee in possession or
successors to any Mortgage sha.11 not be estopped irom taking such action as may be available to
Mortgagor under the terms of the Lease in the event the Tenan.t shall defau.lt in the performance
of its abligations under the terrns of the Lease.
1 l. Notices. All notices given pursuaut to this Agreement shall be -in writing and will
be personally delivered; pla.ced in the Unite�. States Mail, pastage prepai�d, registered or certified
mail, return receipt requested; or by sending a prepaid ielegram (provided that such telegram is
confirined by mail in the manner previously described); each ta be addressed as follows:
In case af notice ta Tenatat:
City Manager
City of Fort Worth
1000 T�rocl�nortan
Fart Worth, TX 76102
As well as:
Administrator, Real Praperty Services
City oi Fort Worth
900 Monroe Street
Fort Worth, TX "161Q2
Attn: Theresa Khammash
Cifiy Attorney
City of Fort Worth
1000 Throcl�morton
Fvrt Worth, TX 761Q2
Attn: Leann A. Gazanan
In case of notice to Bank:
MidFirsi Bank
One Rivexway, Suite 1700
Houston, Texas
Attn: Ask�ley S, Crrigsby
�
m
MidFirst Bank
SOl N.W. Grand Boulevard
Oklahoma. City, Oklahoma 731 l.8
Attn: I.egal Depa��tment
12. Li_mitation of Bank's Liabiiitv. Anything herein or in the Lease to the cantrary
notwithstanding, (a} Bank slaall ha.ve z�a obligation, nor i�r�cur auy liability, with respect to any
warranties of any nature whatsoever, whether pursuant to � tl�e Lease oar otherwise, including,
�-ithout limitation, any warranties respecting use, compliance with zoning, habitabitity and/or
fitness fox purpose or possession; or (b) in the event Bank shall acquire title to the Leased
Interesi, Bank shall have no obligatian nor izicur an� liability, beyond Sank's then interest, if any,
in the Leased Interest, and Tenant shall look exclusively to such in.terest of Bank, if any, in the
Leased Interest %r the paymez�t ar discharge of any obligations imposed upon Bank hereunder or
under the Lease and Bank is hereby released or relieved of any other obligations hereunder or
undex the Lease. Tenant further agrees that with respect to any money judgmenf which may be
obtained or secured by Tenant against Bank, Ter�ant shall look soleiy to the estate ar interest
owned by Banl� in the Leased Interest and Tenant wilt not collect or aitern.pi ta collecfi any such
judgments against any other assets of Bank.
13. Confirolling�`Provisions. Anything contained in this Agreement to the contrary
natwithstanding, Tenant agrees that as between Tenan� and Bank the provisions of this
Agreement shall prevail over any conflicting provision in the Lease.
14. Casualty and Condemnation Awards. Nothing in this A�eeme�t will requ�re
Bank to use insurance proceeds for the repair andlor xestoration of the Leased Interest in cas� of
casualty or da.mage; nor require Bank to use conde�a�ian proceeds for irnpxovements to the
Leased Intexest in case of a taking by eminent domain.
15. Binding Effect. This Agreement shall bind and inure to the benefit of and be
binding upoz� and en.foxceable by the partzes hereto, their respective successors and assigns.
16. Entixe A e�� ement. This Agreement contains the eutire agreeznent betweez� the
parties and cannot be cha.nged, modified, waived or canc�led except by an agreement in writing
executed by the party against �vhom en#'orcement of sueh modafications, change, waiver or
cancellat�on is sought.
�MAIlVDER OF PAGE I.NTENTIONALLX BLANK]
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IT' WITNESS WI�EREOF, the partias hereto ha�ve duly executec� this Ag�;emeni �s af the
day and year first abave writt�n.
:�
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STATE QF' TE�S §
�
COUNTY flF ���,�tRIS §
The foregaing instru.ment was ac�cno�rledged be�ore m� on�,�.c�?�,��a' ��, 20,� �6y
As3�ey �. G�igsbg, Vic� PxeszdentlManaging Direcfor of �VITQ�XRST BAN.[�, on behatf of �aid
ba�a�C.
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Nofary Public, State of Texas
SU5AN E. ANflRUS
Notary pubftc, State of Texas
My Commission Expires
August Qb, 2015
Signatiure/Notary Page to � .
Subordinat�on, Non-Dis�.utbance aud.Attornment Agreement and Estappel �erti�cate
AGREEMENT BY MORTGAGOR
Mortgagor, as landlord under the Lease and as the mortgagor under th� Mortgage, agrees
far itself and its successors arrd assigns, that (i) this Agreement does not {a) constitute a waiver
by Bank of any of its rights under the Mortgage and/or (b} ui any way release the Mortgagor from
his ar its obligation tc� camply with ihe Tertns, provisions, conclitions, covenants, agreements and
clauses of the Mortgage, (ii} the provisions of the Mortgage remain in full force and effect and.
must be camplied with b� the Mortgagor, and (iii) %n the case af an Event of Default under the
Mortgage, Teuant maypay all r�nt and a11 other surns due under the Lease to Bank as provided in
the within Agreernent.
MORTGAG�R:
.��.'i�f� �� ��F�,'*::.sE��,�� �.�
a
B
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Ti
STATE C}F ��� ��,�: �a�-v�
C�UNTY OF (�s����-
§
§
§
The foregoing instrument was acknowledged before me on �}�:..��..� �� ,
���� � � ��1, ± s k��.�o� -a:�.� �.En,�.,� af ��,.s � �� P�::; �.; � zS. L�� on behalf
� -�
_ �
Notary Pub1i�, State of.�s t�w
,'��a�U�'�7�'� t2e.�'Ei�
idC�tF'..�2Y �'i)":.EC-��,�1'e t�?� i`�kt�dY��1�2 i
I��. �i ��t � �7 i :yb
�u�l(�� i:� S`s; 4 a ���n�y
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20� by
of said
Agreement by Mortgagor to
Subordination, Non-D'zsturbance and Aitornment Agreement and Estoppel Cer�ificate
TENANT:
City of Fort Worth, a municipal
corporation
By:
- ��,,
�.. ,:�,; - � ,�. _. -
STATE OF TEXAS
COUNTY OF � ��'
§
§
§
Tl}e foregoi g instrument was acknow�ec
��tTla� `l�5-Kky SS-�• n! E of
, ;
. f /�
Notary Public, State of Texas
�voraiA uANi��s
MY COMMI5SION EXPIRES
July 10, 2013
OFFICIAL RECORD I
CITY SECRETARY
me qn I' ,y� t' ' , 20 �.3, by
-�- �,'�p t�n , on behalf of said
FT. YYOiiTH, '1'X
1'
.
The Premises
.�. . .,. ,
BG1NG a pprtion of T.ots i, 2, 7, q, S, 6 a(1 o£Lots 7 and 8 oL7IDHt1I.L SUBDNISIO,Y, oFSlack 7 of
HIRSHFIFS.D ADDi1701� ati AddRiontoth¢ City oFFori Wa�th, TARRANT County,'4'cxas aod the
temataingportion ofBlock 1 of said a�3diYion 'snd 'a7so beivg aportion of Fhe fofcnar allay ire said.Stpak
1 ctoaed by Clty ONUrenca No. T626 end tkat parcal nP tand aut of Monxoe Strcet olosed �by City
OrdLimca Na, 5182 and'ecnbraoing all oftha.tracts dgscdbed3u tku docd �to AmertBan Haalth and Llia
�Insvrance Compnny rzanrded t� Vnlume ll010, Pilge 1015 af ihe ➢eed Recafds 'of T'ARRANT
Cobnty, Texas uxx2 6eing more'paiticulei'ly �des.crl6ed qs faRowx: �
, HEQINNB�I6 at d"Y" e� in the iniaracetioa�of tho groova Ifnq'in a mUal progerty line madcar set�ih
. conaroCa waDc �'or iha Ntw9nve"st comei.�'Hlocic 7, said cuY "Y" alao be�g_in the inteasectian of Ihe
eaped sauthcrly righE.uf �vay Jine uf SVest 7th Skeat and the ca11a1 easterly rigiit of-wny line nf Taylor
Skee�
iiif3NCE North 60°QO'00" East along ihe sauthedy right-of-.way IInc of iVest 7th Slreet, a distnnce of
203.28 feet to a mark found at tUn soidh sida of tha groovo 1{nesin a melal prnpartq.ltde�mazicer set 3n
concroh, said m�k 6eing.iatha ��testerty dghi-oSway line ofThraokmorton SKeet;
1Y-I&NC.E SouW 30°00`00" Baskalong the said westerty right-of way line af Tbmckmorton Sheet und
condmung across the fotmer Momoe S4rcet elosnd by City Ordinance No. 5182, a disiance o£325.57
feetto acut'7C'set in conarete, a¢id'cut'7C"beingiha southeast oornerofTmaY9 dasorlbed in dcedto
AinerIcan Aea(th qnd iiFe InaUranco Campaay recoeded in Volumo I I OtQ Page 10]5, T3eed ltecords,
TARFipT7'� F.eunfy, Texa¢; ' , ' �
TFffiNC& South 89"Si'00"�Vest along ilie south Ima ofsaid TrsaB a disimi�a uf IG9,Sb feetro a potnt
fnr eomu in the certtcr oPfornter altey clased 'm Criy Qrdinenco No. 162fj; �
THSNCE 3outh etong said oanter of clnsad �Uey, q dlstnnce of SQ.00 feet to a polntfor comer in the
cailed aoutfi line of said Bfock 7; -
Tli�SNC� Nortl� 89°SS'Op" WeSE alottgthe cuUcd soudl Ilne of�3llock 7, p distanca of 11'l24 fee[ to.a
point and betng in th�catled eastarty ri�6of-wxy lina oiT�lar Street;
1'H6NCB No�th. f 9°55'02" West eton� t}w called enstecly righbof-way line.yf Tuylor 9treet, a dlstance
af 237.36 fett ta thg EOINT' O� BE61bTN�TO aad contetning 6i,572'squazo feet (1 _505 ncros} oFIand.