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HomeMy WebLinkAboutContract 57068 CSC No. 57068 OFFICE SPACE LEASE AGREEMENT This Lease (herein so called) is executed between City of Fort Worth, a Texas home rule municipal corporation("Landlord'), and Fort Worth Convention and Visitor's Bureau, a domestic non-profit corporation ("Tenant')to be effective as of February 1 ,2022("Effective Date"). WITNESSETH: Landlord hereby leases to Tenant, and Tenant hereby takes from Landlord, the Premises and Parking Spaces described in this Lease in Article I.N. and LL,respectively,in the Building described in Article I.C.,for the Term set forth in Article ILA. and on the following terms,conditions and covenants: ARTICLE I FUNDAMENTAL LEASE PROVISIONS;DEFINITIONS A. Address (Landlord): City of Fort Worth c/o Property Management Department, 900 Monroe St., Suite 400,Fort Worth,Texas 76102,Attention:Lease Management.. B. Address(Tenant): Fort Worth Convention and Visitor's Bureau, a domestic non-profit corporation, 1201 Throckmorton Street,Fort Worth,Texas 76102. C. `Building": All improvements situated on the Land, as depicted on Exhibit "A" including all parking, driveway and loading areas and other parts of the Common Area. EXHIBIT "A" IDENTIFYING THE BUILDING AND THE PREMISES WITHIN THE BUILDING IS INCLUDED FOR LOCATION PURPOSES ONLY AND IS NOT A REPRESENTATION OR WARRANTY REGARDING ANY OTHER INFORMATION SHOWN THEREIN. D. "Commencement Date": The earlier of(i)the date upon which a certificate of occupancy for the Premises is issued to Tenant by all necessary governmental authorities, including, without limitation,the City of Fort Worth, Texas,or(ii)that date which is one hundred eighty(180)days after the date of execution of this Lease. If Tenant is not able to execute the Commencement Date Memorandum after 180 days the parties may, by mutual written agreement,agree to extend the 180-day period. E. "Common Area": The areas of the Building designated by Landlord for the common use of Landlord and all Tenants Article III. F. "Garage Portion": The Building, excluding the Premises and other potential leased portions of the Building designated for parking as depicted on Exhibit"A". G. "Improvements": Both Mandatory Improvements and Discretionary Improvements as defined under Article VII of this Lease Agreement. H. "Initial Term": A period beginning on the Commencement Date and expiring one hundred twenty (120) full calendar months thereafter. I. "Land": The parcel of real property more particularly described in Exhibit`B"attached hereto. J. "Lease Year": A period of twelve (12) consecutive calendar months, beginning on the Commencement Office Lease Agreement between OFFICIAL RECORD City of Fort Worth and CITY SECRETARY Fort Worth Convention and Visitors Bureau FT. WORTH, TX Date;provided,however, if the Commencement Date does not occur on the first day of a calendar month, the first Lease Year will commence on the Commencement Date and end on the date that is the last day of the calendar month that is twelve(12)full calendar months thereafter. K. "Operating Expenses(NN)": Tenant operating expenses shall include,but not be limited to, utilities, maintenance,taxes and insurance for the Premises and Tenant's Pro Rata Share of these fees for the Common Area. L. "Parking Spaces": Twenty-seven (27) un-designated parking spaces and three (3) designated parking spaces,as depicted within Exhibit"A-2,"within the Garage Portion of the Building for the Tenant's use. M. "Permitted Use": Office Space for Tenant,together with ancillary administrative and office uses. N. "Premises": The portion of the Premises to be leased pursuant to this Lease, as shown on the attached Exhibit"A-1",containing approximately 9,637 square feet of rentable area,which shall be the stipulated number of square feet of rentable area in the Premises (the "Area of the Premises"). The address of the Premises is 1201 Throckmorton Street Fort Worth,Texas 76102. O. "Proiect": The Building and the Land. P. "Property Manager": The Property Management Company contracted with the Landlord to provide property management services,on behalf of the Landlord,to the Tenants on the ground floor spaces in the Building. Q. "Renewal Term": Periods to renew the Lease after the initial term expires, further described under Article II.A. R. "Rules": The Rules for the Premises attached as Exhibit"C",as modified in accordance with Article IX. S. "Tenant's Pro Rata Share": The ratio equal to the area of the Premises divided by the total area of the of the ground floor spaces in the Building designated for leasing purposes,that being approximately 40%with the final percentage to be determined by the Property Manager. T. "Tenant's Property": All personal property,furniture,office supplies and equipment,and movable trade fixtures placed by Tenant in the Premises. U. "Term": The Initial Term or any Renewal Terms thereafter pursuant to Article ILA hereof. ARTICLE II TERM;RENT;AND OPERATING EXPENSES A. Term. 1.Initial Term: The initial term of this Lease ("Initial Term") shall commence on the Commencement Date, and the parties agree to execute a commencement date memorandum, in substantial compliance with the form attached hereto as Exhibit"F"("Commencement Date Memorandum"),and expires one hundred twenty(120)months after the Commencement Date,subject to Article LJ above. 2. Renewal Terms: Tenant shall have two (2) successive ten(10)year options to renew the Lease ("Renewal Term")with Landlord approval,after the Initial Term expires. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 2 of 33 B. Rent. 1. Initial Term Base Rent. Tenant shall pay to Landlord during the Initial Term, without demand, offset, abatement or deduction, except as otherwise specifically provided herein, base rent for the Premises in monthly installments,in advance as follows: Term Base Dent LewTl Rent Credits Annual Monthly Year 1 $54,000.00 50.00 $54,000.00 $4,500.00 Year 2 $173,465.00 -$80,308.33 $93,157.67 $7,763.14 Year 3 $173,465.00 -$80,308.33 $93,157.67 $7,763.14 Year4 $192,740.00 -$80,308.33 $112,431.67 $9,369.31 Years $192,740.00 -$80,309.33 $112,431.67 $9,369.31 Year 6 $192,740.00 -$80,308.33 $112,431.67 $9,369.31 Year 7 $102,740.00 -$80,308.33 $112,431.67 $9,369.31 Year8 $2-12,014.00 -$80,309.33 $131,705.67 $10,1375.47 Year 1 $212,014.00 -$80,308.33 $131,705.67 $10,975.47 Year 10 1 $2-12,014.00 -$80,308.33 $131,705.67 $10,975.47 2. Tenant Improvement Credits. In recognition and consideration of current market conditions and the Mandatory Improvements to be completed by Tenant,Landlord shall grant tenant improvement credits,as shown above, in an amount of Seventy-Five Dollars($75.00)per square foot of the Premises which will be applied throughout years two through ten(2-10)of the Initial Term and deducted from the Base Rent each month at the beginning of year two(the "TI Credits"). The total to be deducted from the Base Rent will be Eighty Thousand, Three Hundred and Eight Dollars and 331100 ($80,308.33) per year, for a total of Seven Hundred Twenty-Two Thousand, Seven Hundred Seventy-Five Dollars($722,775.00)throughout the Initial Term of the Lease. 3. Renewal Term Base Rent. Tenant shall pay base rent for any renewal term at an amount negotiated by the parties prior to the execution of a renewal agreement for any Renewal Term that is the then current market rate but in no instance less than the annual base rent rate during the last year of the Initial Term as designated above.The base rent for the second renewal term will be at the then current market rate for base rent but in no instance less than the annual base rent rate during the last year of the first renewal term. 4. Parking Spaces Cost: The cost for the Parking Spaces are included in the Base Rent for the initial term. Tenant and Parking Manager will negotiate parking rent for any additional parking needs if needed during the remainder of the initial Term and the parking rent rates for any renewal term. Tenant's obligation to pay Parking Rent shall not be affected by its actual use of the Parking Spaces. C. Operating Expenses. In addition to the Base Rent discussed in the provisions above, Tenant shall be responsible for all utilities, maintenance, real estate taxes, insurance and property management fees for the Premises and Tenant's Pro Rata Share of the Common Area Maintenance Costs, real estate taxes, insurance and third-party property management fees for the Building ground floor spaces ("Operating Expenses").Landlord, through its Property Manager shall invoice tenant each month for the previous month's Operating Expenses and payment term is net 30 days. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 3 of 33 D. Payments. The monthly installments of all Rent and Operating Expenses shall be due on the first day of each calendar month during the Term and considered late after the 5'calendar day of each month. The Tenant's obligation to pay all Rent and Operating Expenses will commence on the Commencement Date (the "Rent Commencement Date"); provided however if the Rent Commencement Date is not on the first day of a calendar month,then the amount due for such partial calendar month shall be prorated on a per diem basis. On or about the Rent Commencement Date, Landlord and Tenant shall execute a Memorandum of Rent Commencement Date in the form of Exhibit 'F" attached hereto confirming the Rent Commencement Date. Tenant shall make monthly payments for all Rent and Operating Expenses via direct deposit into a bank account set up by Landlord, the information for which shall be provided by Landlord or Property Manager to Tenant promptly after the Effective Date hereof. If the payment of fees is not received by City as provided herein,then after five (5) days after receipt of written notice from City, all amounts due and payable to City hereunder shall bear interest from the date the payment of fees was due until paid, at a per annum rate of interest equal to the lesser of(a)eighteen percent(18%) or(b)the highest non-usurious rate permitted by applicable law. Time is specifically of the essence of this provision and of every provision of this Lease. E. Security Deposit. The Security Deposit, equal to the Initial Term Base Rent rate for month 120 under this Lease, shall be held by Landlord as security for the performance of Tenant's obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure of Landlord's damages in case of Tenant's default. Upon each occurrence of an Event of Default (hereinafter defined), Landlord may use all or part of the Security Deposit to pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by such Event of Default,without prejudice to any other remedy provided herein or provided by law. Tenant shall pay Landlord on demand the amount that will restore the Security Deposit to its original amount. Landlord's obligation respecting the Security Deposit is that of a debtor, not a trustee; no interest shall accrue thereon. The Security Deposit shall be the property of Landlord,but shall be paid to Tenant when Tenant's obligations under this Lease have been completely fulfilled. Landlord shall be released from any obligation with respect to the Security Deposit upon transfer of this Lease and the Premises to a person or entity assuming Landlord's obligations under this Article II. ARTICLE III COMMON AREA A. Common Area. Landlord may, from time to time, in its sole discretion, change the size, location, nature and/or use of any part of the Common Area so long as such change to the Common Area does not materially impair or restrict access to or visibility of the Premises or otherwise adversely impact the Premises or Tenant's use thereof. Tenant and its employees and customers have the non-exclusive right to use the Common Area in common with Landlord and other occupants of the Ground Floor Portion of the Building permitted by Landlord to use the Common Area. No solicitation, by Tenant or other persons, is permitted in the Common Area without Landlord's prior written consent,which may be withheld in its sole discretion. Landlord shall maintain and repair the Common Area in good condition,including making any necessary replacements. B. Common Area Maintenance Costs. Tenant shall pay as part of the Operating Expenses under Article II of this Lease Tenant's Pro Rata Share of the cost incurred by Landlord to repair,operate,secure,clean and maintain the Common Area, utility expenses attributable to the Common Area, and depreciation of maintenance equipment used solely for the Common Area(collectively,the"Common Area Maintenance Costs"). Notwithstanding anything to the contrary set forth herein, the term "Common Area Maintenance Costs" shall not include:(a)costs and expenses of a capital nature,including but not limited to,original or new construction or installation or any capital investments or improvements or payments for rented equipment (the cost of which would constitute a capital expenditure if such equipment had been purchased);(b)any profit,or any cost or expense Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 4 of 33 for labor, materials or services that are not directly employed or used in maintaining the Common Area; (c) any expense for which Landlord is reimbursed by other parties (including, without limitation, expenses paid by other Tenants, proceeds of insurance coverage or condemnation awards or covered by warranties, guarantees or service contracts);(d)any taxes or insurance premiums on areas of the Project other than the Common Area;(e)any repairs to the Common Area necessitated by any construction within the Project (unless requested by Tenant, in which event the cost will be solely home by Tenant); (f) any expenses incurred as a result of Landlord's negligence or breach of its obligations under this Lease; (g) any taxes on the Common Area if the Premises is not separately assessed and Tenant pays a pro rata share of the taxes on the Project pursuant to Article V hereof, (h) costs due to casualty damage (whether insured or not); (i)amortization, interest or other payments or charges on loans to Landlord, whether such loans are secured by a deed of trust, mortgage on the Project or otherwise; 0) alterations attributable solely to Tenants of the Ground Floor portion; (k)wages, costs and salaries associated with employees of Landlord;(1)the cost of correcting latent defects or defects in base construction for the Common Area,including (without limitation) costs of repairs, replacements, alterations or improvements necessary to make the Project comply with applicable past,present or future laws; (m)costs of repairs,replacements or other work occasioned by the exercise by governmental authorities of the right of eminent domain or easement rights affecting the Common Area; (p) penalties and interest for late payments; (q) the costs of any disputes; (r)the initial cost of tools and equipment used in the construction,maintenance or operation of the Project. ARTICLE IV USE AND CARE OF PREMISES The Premises shall be used and occupied only for the purpose specified in Article LM, and not otherwise. Tenant shall keep the Premises in good repair. All property kept, stored or maintained within the Premises by Tenant shall be at Tenant's sole risk. Tenant shall not take any action that would constitute a nuisance or would be reasonably offensive to or disturb or endanger Landlord or other Tenants of the Building or unreasonably interfere with their use of their respective premises or Common Area,nor use, occupy or permit any portion of the Premises to be occupied or used for any unlawful business or purpose. If Landlord determines that Tenant has caused or allowed a nuisance or disturbance or have endangered any of the parties listed above, such action shall be a breach of this Lease and Landlord will notify Tenant of such breach and give Tenant opportunity to cure as described in Section 16(a)(2).Tenant shall,at its expense:(a)timely procure any necessary permits and licenses and comply with all applicable laws, ordinances, and regulations, relating to the use, condition and occupancy of the Premises and Tenant's business within the Premises;and(b)promptly comply with all governmental orders and directives for the correction,prevention and abatement of nuisances connected with the Premises. ARTICLE V TAXES AND OTHER CHARGES As of the Effective Date,the Building is exempt from ad valorem taxation. However,notwithstanding the current exemption,in the event ad valorem or any other tax,general and special assessments,or other charges of any kind are levied on or assessed against the Premises, any interest in the Premises, or any equipment or personal property in the Premises, Landlord will promptly provide Tenant with copies of any and all notices thereof, and Tenant will pay and discharge,punctually when due and payable, as Additional Rent, (i)all amounts attributable to the Premises, including any increase in valuation attributable to Tenant, and (ii) a pro rata portion of the amount attributable to the Common Area,based on a multiplier calculated by dividing the square footage of the Premises by the total square footage of the Ground Floor spaces in the Building. Such amounts shall be paid directly to the public officer charged with their collection before they become delinquent. TENANT WILL INDEMNIFY LANDLORD AND HOLD IT HARMLESS FROM ALL SUCH TAXES,CHARGES,AND ASSESSMENTS. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 5 of 33 Tenant may,in good faith at its own expense(and in its own name)contest any such taxes,charges,and assessments and must pay the contested amount, plus any penalties and interest imposed, if and when finally determined to be due. Tenant's failure to discharge any such tax,charge or assessment when finally due within ten(10)days after the date Landlord supplies written notice to Tenant shall constitute an Event of Default hereunder. However,Tenant's financial obligation to Landlord to liquidate and discharge such tax, charge or assessment shall survive following termination of this Lease and until such a time as the lien is discharged. ARTICLE VI REPAIRS AND MAINTENANCE A. Condition. TENANT ACCEPTS THE FACILITY IN ITS CONDITION ON THE EFFECTIVE DATE, AND SUBJECT TO ALL RISKS, IF ANY, RESULTING FROM ANY PRESENT OR FUTURE, LATENT, OR PATENT DEFECTS THEREIN,EXCEPT AS ANY PRESENT OR FUTURE,LATENT,OR PATENT DEFECTS MAY RELATE TO THOSE OBLIGATIONS THAT LANDLORD HAS ASSUMED HEREIN. TENANT ACKNOWLEDGES THAT IT HAS INSPECTED THE PREMISES. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, LANDLORD HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED,WITH RESPECT TO THE CONDITION,QUALITY,DURABILITY,TITLE,DESIGN, OPERATION, OR FITNESS FOR USE OR SUITABILITY OF THE PREMISES IN ANY RESPECT WHATSOEVER, AND TENANT IS LEASING THE PREMISES "AS IS, WHERE IS AND WITH ALL FAULTS". EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, TENANT IS NOT RELYING ON, ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST,PRESENT OR FUTURE, OF, AS TO, OR CONCERNING: (I) THE NATURE AND PHYSICAL CONDITION OF THE PREMISES AND THE SUITABILITY THEREOF AND OF THE PREMISES FOR ANY AND ALL ACTIVITIES AND USES TENANT MAY ELECT TO CONDUCT THEREON;AND(II)THE COMPLIANCE OF THE PREMISES OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR OTHER BODY INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND RELATED RULES AND REGULATIONS. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, LANDLORD MAKES NO, AND TENANT WAIVES AND RELEASES LANDLORD FROM ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO TENANT. EXCEPT FOR LANDLORD'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED HEREIN, TENANT SPECIFICALLY UNDERSTANDS THAT ANY INFORMATION PROVIDED BY LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS IS SUBJECT TO TENANT'S VERIFICATION AND, NOTWITHSTANDING TENANT'S FAILURE TO SO VERIFY THE INFORMATION, TENANT MAY NOT HOLD LANDLORD, LANDLORD AFFILIATES, OR LANDLORD AGENTS LIABLE OR MAKE ANY FUTURE CLAIMS AGAINST LANDLORD, LANDLORD AFFILIATES OR LANDLORD AGENTS AS TO THE ACCURACY OR INACCURACY OF ANY INFORMATION PROVIDED BY LANDLORD. B. Tenant's Maintenance and Repair Obligations. 1. Maintenance. During the Term, except as expressly provided below and for those aspects and parts to be maintained and repaired by Landlord as provided in Article VLC, Tenant shall keep, maintain, and repair,at its expense,all aspects and parts of the Premises neat,clean,free from waste or nuisance,and in good order and condition, ordinary wear and tear excepted, and shall make all needed repairs and replacements thereto. Tenant shall be responsible for all testing, repairs, and maintenance (but not full- system replacement) of fire and life safety systems in the Premises, provided that any repair of such systems shall be coordinated in advance with Landlord to mitigate any impact to all fire and life safety systems of the Building. Tenant shall provide to Landlord a copy of any and all inspections of the fire and life safety systems in the Premises,as soon as reasonably practicable after Tenant's receipt thereof. Except Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 6 of 33 as otherwise provided herein, Tenant shall have the responsibility and obligation to, at its own expense, obtain routine janitorial service for the Premises,keep the Premises in good condition and repair,and shall repair or replace to the reasonable satisfaction of Landlord, damages to the Premises, or any part thereof, caused by Tenant or Tenant's agents, licensees, subtenants, subcontractors, contractors, employees, invitees, or visitors. If Tenant fails to make required repairs or replacements within thirty (30) days after written notice from Landlord, then Landlord may, at its option, make such repairs or replacements, and Tenant shall reimburse Landlord the cost reasonably incurred by Landlord within thirty (30) days after request for same accompanied by invoices therefor. Notwithstanding anything to the contrary set forth herein, if the repair or replacement is not capable of being cured within thirty (30) days after Tenant's receipt of such notice from Landlord, but Tenant has commenced all necessary curative action within the thirty (30) day period and is diligently pursuing same to completion, then Landlord will not be entitled to exercise the self-help right set forth in this Article VLB. Tenant shall not commit or allow any waste to be committed on any portion of the Premises, and shall, at the termination of this Lease deliver up the Premises to Landlord in as good condition as at the beginning of the Term, ordinary wear and tear excepted. 2. Tenant's Removal of Improvements. If Tenant demolishes or removes any improvements pursuant to the terms of this Lease, Tenant must also clear that portion of the Premises upon which the demolished building or improvement was located,remove all demolition debris,disconnect and stub up all utilities that served the building or other improvement, and satisfy any reasonable requirements of the Landlord necessary to control erosion on the site, including but not limited to planting grass or other groundcover in the cleared area. In the event of a total loss of the Building or damage to the Building,the provisions of Article XI shall apply. C. Landlord's Maintenance and Repair Obligations. It is understood and agreed that Landlord shall have no obligation to repair, replace, or maintain all or any portion of the Premises, nor any obligation to pay any costs or expenses, of any description, associated with the operation of the Premises. However Landlord, at its sole cost and expense, shall be responsible for keeping the following in a good working condition and state of repair at all times: the foundation, roofs, exterior walls and common mechanical, electrical and plumbing systems, including HVAC (excluding plate glass, windows, doors and door hardware and similar areas) of the Building, except to the extent any repairs or replacements that are necessary were caused by Tenant or Tenant's agents, employees, contractors, subcontractors,tenants and licensees. ARTICLE VII ALTERATIONS,ADDITIONS AND IMPROVEMENTS A. Mandatory Improvements. As additional security for this Lease, Tenant covenants and agrees that it shall construct the Mandatory Improvements (defined below) on the Premises owned by the City of Fort Worth. The improvements approved and described on Exhibit"D"shall be referred to as"Mandatory Improvements". 1. Tenant shall commence construction within three(3)months following the execution of this Lease,subject to force majeure, of(i)approximately 9,637 square feet of office space fmish out as defined in more detail on Exhibit "D"with an estimated cost of approximately$1,000,000. Construction shall be completed and Certificate of Occupancy (CO)issued therefore no later than six(6)months after construction commences,subject to force majeure and any other delays not caused by Tenant. 2. Tenant shall complete the Mandatory Improvements according to the Project Schedule ("Schedule"), as identified in Exhibit"D",subject to force majeure. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 7 of 33 3. At the completion of construction of the Mandatory Improvements, Tenant shall provide to Landlord: a copy of the CO, a complete set of Record Drawings and/or As-Built Drawings in Adobe PDF and AutoCAD formats, and invoices or similar proof of expenditures indicating Tenant's expenditures. 4. Tenant shall fully comply with all provisions of this Article VII in the performance of any such Mandatory Improvements. Should construction not be completed as evidenced by the issuance of a CO within the applicable time period set forth above, Tenant shall be in default of this Lease and Landlord shall have the right to terminate Tenant's rights to the Premises in its entirety(subject to the right to cure period identified in Article XV of this Lease). 5. In the event that Landlord and Tenant agree to deviate from the terms, provisions, specifications or conditions of this Lease in any way,an Amendment to this Lease shall be signed and dated by both Landlord and Tenant and shall be attached to and made a part of this Lease and shall supersede the previous terms, provisions, and specifications as specifically identified. 6. The commencement and completion dates in this Article VII are subject to the provisions of Article XX below, and any delay by reason of force majeure shall result in a day-for-day extension of the period for performance, provided that the party is diligently and continuously pursuing in good faith a remedy to the delay during such time. B. Discretionary Improvements. Subject to compliance with all applicable laws,the consent of Landlord(not to be unreasonably withheld, conditioned or delayed), and/or any other document, covenant, or restriction recorded as of the date of such proposed improvement, Tenant, at its cost, risk and expense, may construct, erect, and complete Alterations, Additions and Improvements (collectively, "Discretionary Improvements"). Tenant shall be responsible, at its sole cost and expense, for all Discretionary Improvements required for the Leased Premises to comply with the American with Disabilities Act of 1990,as amended("ADA"),which Tenant acknowledges may be required in the event of any other significant Improvements. C. Plans. Tenant may not perform any Discretionary Improvements that are related to or would affect the structural integrity of the Building without the prior approval of Landlord.For any Improvements,the Tenant must submit all plans, specifications and estimates for the costs of the proposed work ("Plans") in writing and also request and receive, in writing, approval from the Landlord for same, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall have thirty (30) days from the date of submission of all required documentation to approve or disapprove Tenant's request to perform Improvements, and if approval is granted, all alterations in or to the Premises shall become the property of Landlord on the expiration or termination of this Lease; provided, however, that the Tenant's Property shall remain the property of Tenant and may be removed by Tenant upon the expiration or termination of this Lease in accordance with Article XXI.I. Tenant's plans for construction for any Improvement shall conform in all material respects to the architectural standards established by Landlord. All plans, specifications, and work associated with any Improvement shall conform to all federal, state and local laws,ordinances,rules and regulations in force at the time that the Plans are presented for review, and the Improvements shall be constructed and maintained in compliance with Landlord's health, safety,and environmental processes,rules,and policies for the Premises. Landlord shall have the right to inspect all work pursuant to its usual construction inspection procedures. The approval by Landlord of any plans or specifications shall not constitute approval of the architectural or engineering design, and Landlord, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications. Insofar as Improvements are concerned, Tenant's surrender obligation under Article XXLI shall be satisfied by Tenant's compliance with this Article VII. D. Work. Tenant is responsible with obtaining necessary permits for Improvements,provided that this Lease shall not constitute a waiver or alteration of the City of Fort Worth's processes and requirements for permits as the permitting authority. Property Manager,on behalf of the Landlord, shall oversee construction of the Alterations to the Premises. Tenant shall work diligently toward completion of, and shall complete, any started Improvements, all substantially in accordance with the approved plan specifications and using contractors reasonably acceptable to Landlord. Any of Landlord's Adjacent Property that is damaged as a direct result of performing an Improvement shall be repaired by Tenant and returned to its previous condition or better,at Tenant's sole cost and expense. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 8 of 33 E. Documents. As soon as practicable following the completion of the construction of the Improvements, Tenant shall supply Landlord with: a.a copy of the CO b. comprehensive sets of documentation relative to the Improvements,including,at a minimum, a complete set of record drawings and/or as-built drawings in both Adobe PDF and AutoCAD formats. As-built drawings shall be new drawings or redline changes to drawings previously provided to Landlord; c.textual documentation in computer format as requested by Landlord; c. invoices or similar proof of expenditures indicating Tenant's full expenses for the Improvements; d.full lien releases for all contractors,subcontractors,and suppliers for the Improvements;and d.copies of all permits and warranties for the Improvements. F. Ownership and Requirements for Improvements. All Improvements shall be done in a good and workmanlike manner, by qualified and licensed contractors or mechanics, and shall comply with any and all Rules and Regulations. Upon issuance of the CO for any Improvements, Landlord shall take full title to and ownership of the Improvements on the Premises unless Landlord required or permitted, in writing, that such Improvements be removed at the end of the Term, in which case Tenant shall remove such Improvements and repair any damage to the Premises caused by such removal. Tenant shall have ninety (90) days after the expiration or termination of the Term and adequate access to the Premises to remove same following receipt of such written request, and the ownership of any Improvements not so removed within ninety (90) days shall automatically transfer to Landlord. Tenant acknowledges and agrees that changes to the exterior of the Premises must comply with Landlord's then- current color and appearance requirements as disclosed by Landlord to Tenant, and Tenant shall not make any alterations, improvements or additions to the exterior of the Premises (including painting the exterior of the Premises)without Landlord's prior written consent. G. Indemnification. TENANT FURTHER AGREES TO DEFEND AND INDEMNIFY LANDLORD FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE FACILITY, ARISING OUT OF THE PERFORMANCE OF ANY MAINTENANCE, REPAIR, REPLACEMENT, IMPROVEMENT OR ALTERATION BY TENANT OR TENANT'S CONTRACTOR ON THE FACILITY. H. Liens and Encumbrances. Tenant covenants and agrees that,except for this Lease, it will not create or suffer to be created any lien, encumbrance, or charge (collectively, "Liens"),upon the Leased Premises, or any part thereof, and that it will promptly satisfy or cause to be discharged,or will make adequate provision to satisfy and discharge, and in any event within thirty(30)days after the same shall occur,all claims and demands against Tenant or because of work contracted for or requested by Tenant for labor, materials, supplies or other items which, if not satisfied, might by law become a Lien upon the Leased Premises, or any part thereof, provided that Liens for labor and materials arising by operation of statutory law shall not be within the purview of this paragraph if,when such Liens shall be perfected, Tenant shall cause them to be promptly discharged, or if Tenant is diligently contesting the validity of such Lien,Tenant may utilize the provisions of the next succeeding sentences. If any such Lien shall be filed or asserted against Tenant or the Premises by reason of work, labor, services or materials supplied or claimed to have been supplied to Tenant, or the Premises, at the request or with the permission of Tenant or of anyone claiming under it,Tenant shall,promptly,but within thirty (30)days after it receives notice of the imposition of the filing thereof or the assertion thereof against the Leased Premises, cause the same to be discharged of record, or effectively prevent the enforcement or foreclosure thereof, by contest, payment, deposit, bond, order of court or otherwise. If Tenant breaches its obligations under this Section H. then, following ten (10) business days prior written notice to Tenant,Landlord shall have,in addition to all other remedies provided herein and by law,the right, Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 9 of 33 but not the obligation,to cause such lien to be released by such means as Landlord deems proper,including payment of the claim giving rise to such Lien. Any amount expended by Landlord in the performance of Tenant's obligations shall be paid by Tenant to Landlord promptly upon written demand therefore accompanied by appropriate documentation of such expenditures. I. Tenant's Obligation for Completion of Mandatory Improvements. In the event that Tenant fails to complete the Mandatory Improvements within the timeframes listed above and represents to Landlord it does not intend to carry out the remainder of the Mandatory Improvements or if the Tenant is found to be in default of this Lease, for any reason and the Mandatory Improvements have not yet been completed, Tenant shall be required to provide all additional funds necessary to Landlord for the completion of the Mandatory Improvements immediately upon notice or default. This section's obligations expressly survives termination of the Lease. ARTICLE VIII LANDLORD'S RIGHT OF ENTRY Landlord may, after giving reasonable notice (not less than 24 hours) to Tenant (except in cases of emergency, when prior notice shall not be required, but Landlord shall promptly provide notice to Tenant after the entry), enter the Premises (a) to inspect their general condition and state of repair, (b) to make repairs required or permitted under this Lease, or(c) to show the Premises to any prospective purchaser or mortgagee, or(d)to show the Premises to any prospective Tenant during the last twelve (12) months of the Term. Any entry by Landlord permitted under this Article VIII shall not be deemed an eviction or disturbance of Tenant's possession of the Premises,shall not constitute a breach by Landlord of this Lease,and shall not entitle Tenant to any damages. ARTICLE IX RULES OF BUILDING; SIGNS Tenant shall comply fully with the Rules of the Retail Portion (the initial Rules are attached as Exhibit"C"), which Landlord may amend by giving at least thirty (30) days advance written notice to Tenant, provided, however, that Landlord shall not amend the Rules in a manner that would materially increase Tenant's obligations or decrease Tenant's rights hereunder. Subject to the Rules, Tenant shall be permitted to install signage on the exterior of the Premises identifying the business of the occupant of the Premises, so long as the sign is approved by the Landlord and complies with all applicable governmental laws and ordinances Tenant shall not otherwise paint,place,install or affix any signs or other objects on or to the roof,outside entrances,or exterior walls of the Premises without the prior written consent of Landlord.Approval of Landlord of any signage shall not signify that the signage complies with applicable governmental laws or local design guidelines. ARTICLE X UTILITIES Landlord shall cause to be provided and maintained facilities located outside (but readily available to)the perimeter walls of the Premises necessary to supply water, electricity, gas,telephone service, and sewage service to the Premises.Tenant shall contract directly with all utility providers for service to the Tenant Premises and shall pay directly to the utility company for such services. Tenant shall permit Landlord to erect,use,maintain and repair pipes,cables,conduits,plumbing,vents and wires in, to, and through the Premises as often and to the extent that Landlord may now or hereafter reasonably consider necessary or appropriate for the proper operation and maintenance of the Building,so long as such facilities and Landlord's entry onto the Premises do not unreasonably interfere with Tenant's use of or operations within the Premises. Landlord is not liable for any interruption whatsoever in utility services, including interruptions effected Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 10 of 33 in order to make alterations, repairs or improvements. However, if the interruption is caused by Landlord, Tenant shall be entitled to an equitable abatement of Rent until such utility is restored. ARTICLE XI INSURANCE; CASUALTY AND CONDEMNATION A. Insurance. 1. Types of Coverage and Limits. Tenant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, naming the City of Fort Worth as an additional insured and covering all public risks related to the leasing,use, occupancy, maintenance, existence or location of the Premises. Tenant shall obtain the following insurance coverage at the limits specified herein: • Commercial General Liability: $2,000,000 per occurrence (including Products and Completed Operations) In addition,Tenant shall be responsible for all insurance to any approved construction,improvements,modifications or renovations on or to the Premises and for personal property of Tenant or in Tenant's care,custody or control. 2.Adjustments to Required Coverage and Limits. Insurance requirements,including additional types and limits of coverage and increased limits on existing coverages,are subject to change at Landlord's option(provided that any additional insurance is commonly provided by tenants to landlords in substantially the same circumstances), and Tenant will accordingly comply with such new requirements within thirty(30)days following notice to Tenant. 3.Certificates. As a condition precedent to the effectiveness of this Lease,Tenant shall furnish Landlord with a certificate of insurance signed by the underwriter as proof that it has obtained the types and amounts of insurance coverage required herein,and Tenant shall submit a similar certificate of insurance annually to City on the anniversary date of the execution of this agreement. Tenant hereby covenants and agrees that not less than thirty (30)days prior to the expiration of any insurance policy required hereunder,it shall provide Landlord with a new or renewal certificate of insurance. In addition,Tenant shall,on demand,provide Landlord with evidence that it has maintained such coverage in full force and effect. 4.Additional Requirements. Tenant shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to Landlord. The policy or policies of insurance shall be endorsed to cover all of Tenant's operations at the airport and to provide that no material changes in coverage,including,but not limited to,cancellation,termination,nonrenewal or amendment, shall be made without thirty(30)days'prior written notice to Landlord. 5.Waiver of Claims; Waiver of Subrogation. Each of Landlord and Tenant waives any and every claim in its favor against the other during the Term for any and all loss of,or damage to,any of its property located within or on,or constituting a part of,the Premises,to the extent the loss or damage is covered or would have been covered if Landlord or Tenant had obtained the required policies hereunder, by valid and collectible special form insurance policies and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof. These mutual waivers are in addition to, and not in limitation or derogation of,any other waiver or release contained in this Lease with respect to any loss of, or damage to,property of Tenant. Each party shall immediately give to each insurance company which has issued to it policies of property insurance, written notice of the terms of the waiver,and shall cause those insurance policies to be properly endorsed,if necessary,to prevent the invalidation of insurance coverages by reason of the waiver. Landlord and Tenant further agree that all property insurance carried by each covering losses arising out of destruction or damage to the Premises or its contents or to other portions of the Project shall provide for a waiver of rights of subrogation against the other party, on the part of the insurance carrier. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 11 of 33 B.Casualty and Condemnation. 1.Total Destruction. This Lease shall automatically terminate if the Leased Premises is totally destroyed. 2.Partial Destruction of Leased Premises. a. If the Leased Premises is damaged by any casualty and, in Landlord's reasonable opinion, the Leased Premises(exclusive of any Improvements made to the Leased Premises by Tenant)can be restored to its preexisting condition within one hundred eighty (180) days after the date of the damage or destruction, Landlord shall, upon written notice from Tenant to Landlord of such damage, except as provided in Section d. , promptly and with due diligence repair the damage to the Leased Premises as provided in Section d.. b. If such repairs cannot, in the reasonable opinion of a construction professional chosen by Landlord and reasonably acceptable to Tenant,be made within said one hundred eighty (180) day period,then Tenant may, at its option, exercisable by written notice given to Landlord within thirty (30) days after the date of the damage or destruction, elect to terminate this Lease as of the date of the damage or destruction. In the event Tenant does not elect to terminate this Lease as provided herein,Landlord shall,at Landlord's expense,repair and restore the Leased Premises as provided in Section c, and, in such event this Lease shall remain in full force and effect but the Rent shall be abated as provided in Section c. c. Repair and Restoration Obligation/ Rent Abatement. Landlord's restoration and repair obligation contained herein shall consist of repairing or restoring the Leased Premises, including all Improvements contained within the Leased Premises that were subsequently constructed with Landlord's consent pursuant to this Lease; provided however such restoration and repair obligation shall be limited to the amount of insurance proceeds received by Landlord from the property insurance policy required to be maintained by Tenant pursuant to this Article XI. Landlord shall not be obligated to repair or restore any Improvements performed by the Tenant that were not approved by the Landlord, and Landlord shall not be obligated to repair or restore Tenant's personal property or trade fixtures. Until such repairs or restoration are completed,the Rent shall be abated from the date of damage or destruction in the same proportion that the rentable area of the portion of the Leased Premises which is unusable by Tenant in the conduct of its business bears to the total rentable area of the Leased Premises. d. Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained in this Article XII, Landlord shall have no obligation to repair the Leased Premises if either: (a)the Leased Premises is so damaged as to require repairs to the Leased Premises exceeding fifty percent(50%)of the full insurable value of the Leased Premises;or(b)the damage is caused in whole or in part by the gross negligence or intentional tort of Tenant or any person in or about the Base with Tenant's express or implied consent; or(c)the damage or destruction occurs less than two (2)years prior to the expiration date of the then-current term,exclusive of additional option periods. In the event Landlord does not elect to repair the Leased Premises,this Lease shall terminate upon notice to Tenant of Landlord's election not to repair or restore the Leased Premises. e.Property Insurance Deductible. In the event a claim is made by Tenant, Landlord, or an additional insured under the property insurance policy required to be maintained by Tenant pursuant to this Article XI,the party making the claim shall be responsible for the amount of the deductible for such policy,except to the extent that such insured claim arises from or is a result of another party's gross negligence or willful misconduct. f.Tenant's Termination Right. Notwithstanding anything in this Article XI to the contrary, in the event of a total loss of the Leased Premises or damage to the Leased Premises that has a material adverse effect on Tenant's operation at the Leased Premises (as determined by Tenant) or would require more than six(6) months to repair or rebuild, Tenant may terminate this Lease or the affected portion thereof by giving written notice thereof ("Tenant's Notice")to Landlord within sixty(60)days after the date of such total loss or damage,in which event this Lease shall be considered terminated in its entirety(or with respect to the affected portion,as applicable)effective as of the date of such damage and destruction(the"Casual, Date"). Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 12 of 33 g.Termination of the Lease or a Portion Thereof. Upon any termination of this Lease or portion thereof in accordance with this Article XI, Landlord shall provide Tenant reasonable access to the Leased Premises or terminated portion thereof for a period of not more than ninety(90)days following the Tenant's Notice,for Tenant to remove all personal property of Tenant and its vendors and customers.If this Lease is terminated as to less than all of the Leased Premises, the Base Rent, Additional Rent, and all other applicable charges due and payable by Tenant hereunder will be equitably adjusted. If this Lease is not terminated pursuant to this Article XI, the Base Rent, Additional Rent and all other applicable charges due and payable by Tenant hereunder shall be equitably reduced and abated during any period of time in which the Leased Premises(or any portion thereof)cannot be reasonably used by Tenant to conduct Tenant's business operations in the same or substantially similar manner as previously conducted, or may not be so conducted without material additional cost or expense to Tenant,but only to the extent the Leased Premises(or such portion thereof)is unfit for the conduct of such operations. h. Condemnation. If the Leased Premises or any portion thereof is taken by eminent domain, the total amount of any condemnation awards paid or payable to Landlord or Tenant shall be apportioned between Landlord and Tenant according to this Section 14.8. Tenant shall receive that part of any condemnation awards or compensation that is attributable to the fair market value of any improvements that were constructed or replaced by Tenant using its own funds and any personal property or movable trade fixtures that were installed by Tenant using solely its own funds.Notwithstanding the foregoing,Tenant may bring a separate claim in Tenant's name to recover damages for the fair market value of any improvements that were constructed by Tenant and any personal property or movable trade fixtures that were installed by Tenant using its own funds. If Tenant determines, in its reasonable discretion, that such part of the Leased Premises has been taken so as to materially interfere with Tenant's use and occupancy thereof, then Tenant may terminate this Lease by delivering written notice of such election to Landlord within ninety (90) days after such taking. If this Lease is not terminated pursuant to the terms of this Section 14.8, then this Lease shall terminate only to the part of the Leased Premises so taken as of the date of the taking, and the Base Rent, the Additional Rent and all other applicable charges due and payable by Tenant hereunder shall be equitably adjusted. i. Casualty or Condemnation Other than the Leased Premises. If all or any portion of the Building, including but not limited to the Garage Portion and/or Common Area,necessary for Tenant's operations at the Leased Premises that is owned by Landlord or leased by Landlord are damaged, destroyed or taken by eminent domain, Landlord shall,upon request of Tenant,apply any available insurance proceeds or condemnation awards towards,and commence with due diligence to complete,the repair or replacement of the applicable facility;provided,however,in the event (i) the available insurance or condemnation proceeds are insufficient to rebuild or repair the applicable facility and Tenant is not willing to pay the difference in such cost of rebuild or repair, or(ii)there is a total loss or material damage to any such facility that has a material adverse effect on Tenant's operations at the Leased Premises (as determined by Tenant) and would require more than one hundred eighty (180) days to repair or rebuild, either party may terminate this Lease by giving written notice thereof to the other party within sixty(60)days after the date of such total loss or material damage,in which event this Lease shall be considered terminated effective as of the date of such damage and destruction. Upon any such termination, Landlord shall provide to Tenant reasonable access to the Leased Premises for a period of not more than ninety (90) days following such termination notice for Tenant to remove all personal property of Tenant and its vendors and customers. If this Lease is not terminated as provided by this Section L, the Base Rent, Additional Rent and all other charges due hereunder shall be equitably abated and adjusted from the date of such damage, destruction or taking, but only for such time and to the extent the Leased Premises (or such portion thereof) cannot be reasonably used by Tenant to conduct Tenant's business operations in the same or substantially similar manner as previously conducted, or may not be so conducted without material additional cost or expense to Tenant,but only to the extent the Leased Premises(or such portion thereof) is unfit for the conduct of such operations. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 13 of 33 ARTICLE XII INDEMNIFICATION TENANT HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND,INCLUDING DEATH, TO ANYAND ALL PERSONS, OF ANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PREMISES UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LANDLORD. TENANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LANDLORD, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO TENANT'S BUSINESS AND ANYRESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PREMISES UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES,EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LANDLORD. TENANT ASSUMES ALL RESPONSIBILITYAND AGREES TO PAYLANDLORD FOR ANYAND ALL INJURY OR DAMAGE TO LANDLORD'S PROPERTY WHICHARISES OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS OF TENANT, ITS OFFICERS, AGENTS,EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, PATRONS OR TRESPASSERS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LANDLORD.. LANDLORD DOES NOT GUARANTEE POLICE PROTECTION TO TENANT OR ITS PROPERTY. LANDLORD SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY PERSON ON THE PREMISES OR FOR HARM TO ANY PROPERTY WHICH BELONGS TO TENANT, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES OR PATRONS AND WHICH MAYBE STOLEN, DESTROYED OR IN ANY WAY DAMAGED;AND TENANT HEREBY INDEMNIFIES AND HOLDS HARMLESS LANDLORD, ITS OFFICERS AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUCH CLAIMS EXCEPT TO THE EVENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LANDLORD. ARTICLE XIII ASSIGNMENT,TRANSFER,AND SUBLEASING BY TENANT A. Prohibition on Transfers. Except as otherwise provided in this Lease, Tenant shall not assign or in any manner transfer this Lease or interest therein, or sublet the Premises or any part thereof, or grant any license, concession or other right of occupancy of any portion of the Premises, or mortgage,pledge, or otherwise encumber its interest in this Lease or in the Premises,without the prior written consent of Landlord. In determining whether or not to grant its consent, Landlord may take into consideration a number of factors, including, without limitation: Landlord's desired Tenant mix and the general compatibility of the proposed transferee with the Ground Floor spaces in the Building,the reputation and net worth of the proposed transferee,and the proposed transferee's ability to satisfy all terms and conditions of this Lease. Consent by Landlord to one or more assignments or sublettings or other arrangements shall not operate as a waiver of Landlord's rights with respect to any subsequent assignments, sublettings, grants, or mortgages. All assignments and sublettings shall be subject to the terms of this Lease, including the use limitations stated in Article I.M. Any assignment by Tenant must be in writing and state that Tenant and the assignee are jointly and severally liable for Tenant's obligations under the Lease. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 14 of 33 B. Tenant's Liability. Tenant shall remain fully liable for the payment of the Rent herein specified and for compliance with all of Tenant's other obligations under this Lease after any assignment, subletting or other transfer of this Lease. Any assignment or subletting by Tenant without Landlord's prior written consent is an Event of Default under Article XV of this Lease. ARTICLE XIV HOLDING OVER Without limiting Landlord's other rights and remedies, if Tenant holds over after the expiration or termination of this Lease, then Tenant shall be a month-to-month tenant, subject to all the terms and conditions of this Lease,and shall pay as monthly rent during each month of the holdover period an amount equal to 125%of the amount of monthly rent due for the last month of the Term. No holding over by Tenant, either with or without the consent or acquiescence of Landlord, shall extend the Term for a period longer than one month unless that Term is extended in a writing executed by Landlord. If Landlord gives Tenant prior written notice that Landlord has executed a lease for another Tenant to lease the Premises after the Term hereof and Tenant holds over after the expiration or termination of this Lease,then Tenant will be liable to Landlord for any damages incurred by Landlord in connection with any claim asserted by such other Tenant. ARTICLE XV DEFAULT BY TENANT; LANDLORD'S REMEDIES A. Event of Default. The following events (each an "Event of Default") constitutes defaults by Tenant under this Lease: 1. Failure of Tenant to pay when due any installment of Rent and the continuation of that failure for a period of five(5)days after Tenant's receipt of written notice from Landlord that same is past due. 2. Failure of Tenant to comply with any other term,condition or covenant of this Lease,and the continuation of that failure for a period of thirty(30)days after Tenant's receipt of written notice from Landlord; provided, however, if such failure is not capable of being cured within such thirty (30) day period, an Event of Default will not be deemed to occur if Tenant,within such thirty(30)day period,institutes good faith efforts to cure such failure and diligently prosecutes same to completion. 3. Insolvency of,or the making of a transfer in fraud of creditors or a general assignment for the benefit of creditors by Tenant, or Tenant's voluntary or involuntary filing of a petition in bankruptcy or any voluntary or involuntary proceeding by a governmental authority for the dissolution of Tenant. 4. A receiver,trustee or liquidator is appointed of Tenant or for all or substantially all of the assets of Tenant or of Tenant's obligations under this Lease and is not discharged within ninety (90) days after appointment. 5. Assignment of Tenant's interest in this Lease in violation of Article XIII hereof. B. Landlord's Remedies. On the occurrence of an Event of Default, Landlord may pursue any one or more of the following remedies without any notice or demand whatsoever,except as otherwise indicated: Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 15 of 33 1. Terminate this Lease by giving written notice of termination to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to so surrender the Premises, then Landlord may, without prejudice to any other remedy it has for possession of the Premises or arrearages in rent or other damages, re-enter and take possession of the Premises and expel or remove Tenant and any other person occupying the Premises or any part thereof,without being liable for any damages,whether caused by the negligence of Landlord or otherwise. 2. Landlord may re-enter and take possession of the Premises without terminating this Lease and without being liable for any damages, except if caused by the willful misconduct or gross negligence of Landlord, and relet the Premises. Landlord may relet the Premises to any Tenant, for any term on whatever terms Landlord, in its sole discretion, deems advisable. Landlord's action under this subsection(2) is not considered an acceptance of Tenant's surrender of the Premises unless Landlord so notifies Tenant in writing. 3. Re-enter the Premises without terminating this Lease and without being liable for any damages, except if caused by the willful misconduct or gross negligence of Landlord, and do whatever Tenant is obligated to do under the terms of this Lease. Tenant shall pay to Landlord, on demand, the expenses incurred by Landlord in effecting compliance with Tenant's obligations under this Lease, plus interest thereon at the Interest Rate from the date expended until repaid. 4. Alter the locks or security devices within the Premises. No alteration of security devices and no removal or exercise of dominion by Landlord over Tenant's or any other person's property at the Premises will be deemed unauthorized or constitute a conversion, and Tenant consents to Landlord's exercise of dominion over property within the Premises after an Event of Default. Tenant waives all claims for damages caused by such entry,exercise of dominion,or alteration of locks or other security devices. C. On an Event of Default by Tenant with respect to which Landlord elects to either terminate this Lease or terminate Tenant's possession of the Premises without terminating this Lease (and without limiting Tenant's obligations provided elsewhere in this Lease, including under Article XV.D, below) until Landlord relets the Premises,Tenant shall pay to Landlord,by the first day of each calendar month,the amounts owed by Tenant under this Lease. After the Premises have been relet by Landlord, Tenant shall pay to Landlord on the 20th day of each calendar month, the difference between the amount owed by Tenant under this Lease and the amount actually collected by Landlord for that month. If Landlord brings suit to collect a deficiency, Landlord may allow the deficiency to accumulate and may bring an action on several or all of the accrued deficiencies at one time. No suit shall prejudice Landlord's right to bring a similar action for any deficiency or deficiencies that arise later. Any amount collected by Landlord for any calendar month from subsequent Tenants which exceeds the amounts owed by Tenant shall be credited to reduce Tenant's liability in a calendar month for which the amount collected by Landlord is less than the amount owed by Tenant, as Tenant's sole right to that excess. Notwithstanding anything contained in this Lease to the contrary, Landlord shall use reasonable commercial efforts to mitigate Tenant's damages hereunder. D. In all events, Tenant is liable for all damages of whatever kind or nature, direct or indirect, suffered by Landlord as a result of the occurrence of an Event of Default. If Tenant fails to promptly pay Landlord for the damages suffered, Landlord may pursue a monetary recovery from Tenant. Included among those damages are all expenses incurred by Landlord in repossessing the Premises (including increased insurance premiums resulting from Tenant's vacancy), all expenses incurred by Landlord in reletting the Premises (including those incurred for advertisements and brokerage fees and needed repairs and replacements, but not for remodeling or providing any Tenant improvement allowance), all losses incurred by Landlord as a result of Tenant's default and all reasonable attorney's fees incurred by Landlord in enforcing any of Landlord's rights or remedies against Tenant. Notwithstanding anything contained in this Lease to the contrary, Landlord shall use reasonable commercial efforts to mitigate Tenant's damages hereunder. E. Pursuit of any of the foregoing remedies does not constitute an irrevocable election of remedies nor preclude pursuit of any other remedy provided elsewhere in this Lease or by applicable law,and none is exclusive of another unless so provided in this Lease or by applicable law. Likewise,forbearance by Landlord to enforce one or Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 16 of 33 more of the remedies available to it on an Event of Default does not constitute a waiver of that default or of the right to exercise that remedy later or of any rent,damages,or other amounts due to Landlord hereunder. ARTICLE XVI DEFAULT BY LANDLORD;TENANT'S REMEDIES An event of default by Landlord shall occur if Landlord fails to perform any of its obligations under this Lease and such failure to perform shall continue for a thirty (30) day period after written notice from Tenant to Landlord; provided,however,if such failure is not capable of being cured within such thirty(30)day period,Landlord will not be deemed to be in default if Landlord,within such thirty (30)day period, institutes good faith efforts to cure such failure and diligently prosecutes same to completion. If such event of default by Landlord shall occur,then Tenant shall have all rights and remedies available at law or in equity. In addition, if Landlord has not delivered written notice to Tenant within thirty (30) days after receipt of such notice from Tenant stating that Landlord disputes the default,then Tenant may, at its option and in addition to any other remedies available to Tenant,take such steps as may be necessary to cure Landlord's breach or default, in which event Tenant shall be entitled to recover from Landlord or offset against subsequent payments of rental and other payments due from Tenant all expenses reasonably incurred by Tenant(including the costs associated with complying with competitive bidding procedures and obtaining any payment and performance bonds if required by this Article XVI) for such purposes, including interest at the Interest Rate. If Tenant exercises its self-help right under this Article XVI and in connection with such cure it is necessary to hire a contractor to perform any work the cost of which exceeds or is anticipated to exceed$25,000,Tenant must competitively bid the work to be performed and must obtain payment and performance bonds if same would be required pursuant to §2253.021 of the Texas Government Code and §252.021 of the Texas Local Government Code if Landlord were performing the work. ARTICLE XVII ESTOPPEL CERTIFICATE AND SNDA;ATTORNMENT A. Within twenty(20)days after receipt of written request therefor by the other party hereto,Landlord or Tenant,as the case may be, shall execute and deliver to the requesting party (and to such other person as the requesting party may designate)a statement reasonably satisfactory to the requesting party certifying any of the following facts:that this Lease is unmodified and is in full force and effect(or if there have been modifications, stating that this Lease is in full force and effect as modified),that the requesting party is not in default hereunder(or stating the nature of any alleged default),that there are no defenses or offsets to this Lease claimed by the other party(or stating the nature of any alleged defense or offset), and further certifying any matters reasonably requested by the requesting party. Notwithstanding anything to the contrary set forth in this Article XVII,neither party will be required to execute such an estoppel certificate more often than two(2)times in any twelve(12)-month period.Also,within twenty(20)days after Landlord's receipt of written request therefore, Tenant agrees to execute and deliver to Landlord(and to such other person as the requesting party may designate)a subordination,non-disturbance and attomment agreement. B. In the event Landlord assigns their interest in the Lease of the Premises and such assignee assumes its interest in the Lease,then Tenant shall,as applicable and without charge,attom to the assignee. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 17 of 33 ARTICLE XVIII NO IMPLIED WAIVER The failure by either party hereto to insist on the strict performance of any covenant or agreement, or its failure to exercise any option, right or remedy contained in this Lease, shall not be construed as a future waiver or a relinquishment thereof. A party hereto shall be considered to have waived a provision of this Lease only if specifically expressed in a writing signed by such party and only for the time and in the manner specifically stated. Landlord's receipt of rent with knowledge of the breach of a covenant or agreement contained in this Lease shall not be deemed a waiver of the breach. No acceptance by Landlord of a lesser amount than the installment of rent due shall be considered,nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction. Landlord may accept a check or payment without prejudice to Landlord's right to recover the balance of the rent due or to pursue any other remedy provided in this Lease. ARTICLE XIX NOTICES Any notices or other communications required or desired to be given to the other party hereto shall be given in writing and delivered by courier, overnight delivery service, or through the U.S.postal service,postage prepaid and by certified mail,return receipt requested to the parties below.The parties hereto may from time to time change their respective addresses by giving at least fifteen(15) days' written notice to the other party, delivered in compliance with this Article XIX. Notice will be considered effective(a) if personally delivered, upon delivery or refusal of delivery to the contacts listed below; or (b)if mailed by registered or certified United States mail, return receipt requested, postage prepaid, upon deposit in the mail, or (c)if sent by a nationally recognized overnight delivery service,upon deposit with such nationally recognized overnight delivery service. If to Landlord: City of Fort Worth c/o Property Management Department 900 Monroe Street,Suite 400 Street Fort Worth,Texas 7610" Attention: Lease Manager With copies to: City Attorney City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Transportation and Public Works Department, Transportation Management Division City of Fort Worth 311 W. l0a'Street Fort Worth,Texas 76102 Attention:Parking Manager If to Tenant: Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 18 of 33 Fort Worth Convention and Visitor's Bureau 1201 Throckmorton Street Fort Worth,Texas 76102 Attention:Chief Financial Officer ARTICLE XX FORCE MAJEURE Landlord and Tenant will exercise their best efforts to meet their respective duties and obligations as set forth in this Lease, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God;acts of the public enemy;fires; strikes;lockouts;natural disasters; wars;riots;epidemics or pandemics;government action or inaction;orders of government;material or labor restrictions by any governmental authority;transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the Landlord in its sole discretion.The notice required by this section must be addressed and delivered in accordance with this Lease. ARTICLE XXI MISCELLANEOUS A. Brokers. Each party warrants to the other that it has had no dealings with any broker,agent or consultant in connection with this Lease except Tenant's broker, Murl R. Richardson, Jr. ("Broker"), sponsoring broker for NIP Commercial Real Estate, LLC whose sales agent is Nanci Lynne Plump. Landlord agrees to pay the Broker's commission pursuant to this Lease, subject to the terms and in an amount more particularly described in Exhibit'F" of this Lease.Tenant shall have no obligation for any commission. B. Severability. If any provision of this Lease is finally held by a court of competent jurisdiction to be invalid or unenforceable, then the invalid or unenforceable provision shall be deemed severed from this Lease and the validity and enforceability of the remaining provisions of this Lease shall be unaffected. C. Quiet Enjoyment. Landlord hereby covenants and agrees that, so long as an Event of Default has not occurred and is continuing,Tenant shall,subject to the terms of this Lease,at all times during the continuance of this Lease have the peaceable and quiet enjoyment and possession of the Premises, without disturbance, hindrance, or ejectment as a result of any act or inaction on the part of Landlord or any persons claiming through Landlord. D. No Recording. Neither party may record this Lease,or a memorandum thereof,without obtaining the other party's prior written consent. E. Construction. The parties acknowledge that each party and its counsel have reviewed and revised(or had the opportunity to review)this Lease, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any exhibits hereto. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 19 of 33 F. Charges. Landlord and Tenant agree that each provision contained in this Lease for determining any charge or payment is commercially reasonable and, as to each such charge or amount, such provision contains a "method by which the charge is to be computed" for purposes of §93.012 of the Texas Property Code, as such section now exists or as same may be hereafter amended or succeeded. G. ENTIRE AGREEMENT. THIS LEASE EMBODIES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF. LANDLORD HAS NOT MADE, AND TENANT MAY NOT RELY ON, ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE BUILDING, PREMISES, OR OTHERWISE, EXPRESSED OR IMPLIED, EXCEPT AS STATED IN THIS LEASE. IN PARTICULAR, LANDLORD HAS NOT AUTHORIZED ANY AGENT OR BROKER TO MAKE A REPRESENTATION OR WARRANTY INCONSISTENT WITH THE TERMS OF THIS LEASE AND TENANT MAY NOT RELY ON ANY SUCH INCONSISTENT REPRESENTATION OR WARRANTY. THIS LEASE MAY NOT BE CHANGED ORALLY,BUT ONLY IN WRITING EXECUTED BY BOTH PARTIES HERETO. H. Exhibits. The following drawings and documents are attached to this Lease and are a part of this Lease: Exhibit"A"- Building Ground Floor Layout and Premises Exhibit"A-l"- Location of Premises Exhibit"A-2"- Designated Parking Spaces Exhibit`B"- Legal Description of Land Exhibit"C"- Rules and Regulations Exhibit"D"- Mandatory Improvements and Project Schedule Exhibit"E"- Memorandum of Rent Commencement Date Exhibit"F"- Broker Commission L Surrender of Premises. Upon expiration or earlier termination of this Lease, either by lapse of time or otherwise, Tenant shall peaceably surrender to Landlord the Premises, including all Alterations thereto, in broom-clean condition and in good repair, ordinary wear and tear and damage by fire or other casualty excepted. Tenant shall have the right to remove Tenant's trade fixtures upon any such expiration or termination and shall repair all damage to the Premises caused or revealed by such removal. H. Waiver of Charitable Immunity Or Exemption. If Lessee, as a charitable association, corporation, partnership, individual enterprise or entity, claims immunity to or an exemption from liability for any kind of property damage or personal damage,injury or death,Lessee hereby expressly waives its rights to plead defensively any such immunity or exemption as against Lessor. Office Lease Agreement between City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 20 of 33 THIS LEASE is executed by Landlord and Tenant this day of February 2022 LANDLORD:City of Fort Worth, TENANT:Fort Worth Convention and Visitor's a home rule municipal corporation Bureau,a domestic non-profit corporation By: Dana Burghdoff(Feb 1,202 :58 CST)IV I By: Name:Name: Dana Burghdoff Robert L. ameson Title: Assistant City Manager Title: President & CEO Date: Feb 1,2022 Date: January 30, 2022 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. 11 Name: Mark Bro n(Feb 1,2022 17:07 CST) Title: Lease Manager,Property Management Department Approved as to form and legality: Thomas R.Hansen Assistant City Attorney Attest: AlY f O R TAl �a� 9arucefte S. �r 7�GG o° °°o0 Jannette S.Goodall(Fe 2,202207:35 CST) O Jannette S.Goodall o $.T0. City Secretary ��$ T-co, *�d Form 1295: 2021-818453 � 4 °0000000000 �,o, Contract Authorization: l��nEX M&C:21-0859 Date: 11/9/2021 OFFICIAL RECORD CITY SECRETARY Office Lease Agreement between FT. WORTH, TX City of Fort Worth and Fort Worth Convention and Visitors Bureau Page 21 of 33 EXHIBIT"A" LOCATION OF BUILDING A m `f l�l Traffic More... Map Satellite Burnelt Park I + Fort Worth Y m US Army Corps Comrerrtion ti MaPuu$ I3 m eF Engineers Park Cermal Cermer -v . ? no 40 300 1 v t W 101h St + Sr Andrew's m a Fart Wash Home TarrantCovntyf ` t¢ Episcopal Chuch 5y, and Garden Show Bar As'sacia4dn �N _ a 1 t City,of 5r 1 11 Fort Worth \� Fort Worth U Anorak Station,, T.l Sr LhopHemak�8 �1 y1 Hertz Lacer m 10.tl 1 no eao iEd*n w 3t Patric Sl Passenger T-Wit ~ r Gamedra ' 3fativh 1 1 2V C Thomas T QRubbet Stamp '$ Tems Wesleyan Univer" ec aoo SclwdLaw sad Higginbo ham W 130 St 1 w r3th� sAs�dam$ w 1 th St 211 � 5� �7 Fart worth Gardens Ry sne awn i ° J Qgad' ,Fort Worth 1 II 20-0 ft--I� �' Hotel'and Spa 1001 m I ,�,_ 4;2 2p ., @2010 GGogle-Map data @2010 e-T s of e Report a problem r� BUILDING 00 100 40 ,0000 0000 swam fie M Lk ny"� � I SE and 14E elevations of tha subject building (Photo Taken on February 11.2G15) EXHIBIT "A-1" Premises Approximately 8,380 USF/9,637 RSF COPlRRIWFFRWGE J MOTHERS STORAGE STORAGE ® 'V T, SERVER 0 OFFlCE OFFICE OFFlOE ® 1-77 Cd1FEAF1ICE ® Yi LOU NGEhul FIT �7 o Cal O O PRESENTATION OPENMINIFA n V cmOFFICE QrJ o9 SF EE ® ..J.�..J.�..l.yJ.. ❑ VESTIS1 a � a PiPi PiPi i' EXHIBIT"A-2" LOCATION OF DESIGNATED PARKING SPACES Tenant's three designated narking spaces will be the first three spaces adiacent to the elevators on the third floor of the Garage Portion of the Building. i 4: y 1.� EXHIBIT`B" LEGAL DESCRIPTION OF LAND FORT WORTH CONVENTION CENTER PARKING GARAGE Block 7R1 Lot 1 with the physical address for the Premises to be 1201 Throckmorton Street,Fort Worth,Texas 76102 EXHIBIT"C" RULES AND REGULATIONS To the extent of any conflict between these Rules and Regulations(as same may be amended pursuant to Article IX of the Lease)and the terms of the Lease,the terms of the Lease shall prevail. I. Tenant's use and occupancy of the Premises shall at all times comply with all applicable federal, state, and local laws,codes, ordinances,rules, and regulations. Tenant,its agents, servants and employees shall not block or obstruct any of the entries,passages,doors,hallways or stairways of the Building,or place,empty or throw any rubbish,litter,trash or material of any nature into such areas,or permit such areas to be used at any time except for ingress and egress of Tenant,its agents,servants,employees,visitors or invitees. 2. For the general welfare of the Building,including without limitation,to protect the beneficial flow of pedestrian and vehicular traffic through the Common Area, the movement of furniture, equipment, merchandise or materials within, into or out of the Premises shall be restricted to time, method and routing of movement as determined by Landlord upon request from Tenant, and Tenant assumes all liability and risk in that movement. Safes and other heavy equipment shall be moved into the Premises only with Landlord's written consent and shall be placed where directed by Landlord. Any damage done to the Building by taking in or removing any Tenant property, equipment and furniture, or from overloading any floor in any way, shall be paid by the Tenant upon demand by the Landlord. 3. No sign, advertisement or notice shall be displayed, painted or affixed by Tenant, its agents, servants or employees in or on any part of the outside or inside of the Building or the Premises without prior written consent of Landlord, and then only of such color, size, character, style and material and in such places as are approved and designated by Landlord; provided, however, that no prior written consent of Landlord shall be necessary if the sign advertisement or notice is not visible outside the Premises. All signs submitted for Landlord's prior written approval shall conform to any sign requirements or restrictions for the Building. 4. Landlord is not responsible for lost or stolen personal property, equipment, money or any article taken from the Premises or the Building. 5. Tenant shall keep the Premises in a clean and tidy condition at all times and shall keep in an orderly manner all racks, shelves and other devices used for display and sale of merchandise. Tenant shall take care to present at all times merchandise that is fresh in appearance and neatly and safely displayed. 6. Tenant,its agents, servants and employees shall not install or operate any refrigerating,heating or air conditioning apparatus or carry on any mechanical operation or bring into the Premises or the Building any flammable fluids or explosives without the prior written permission of Landlord,provided, however,that Landlord consents to Tenants installation and operation of household microwave and refrigerator,and medical equipment and gases. 7. Except as set forth in any construction plans approved by Landlord, or otherwise approved in writing by Landlord,no awnings or other projections may be attached to the exterior surface of the walls enclosing the Premises. No curtains,blinds or screens may be attached to or hung,or used in connection with any window or door of the Premises without the prior written approval of Landlord as to the quality,type,design,color and manner of attaching the same. Tenant shall regularly clean, repair and, if necessary in Landlord's judgment, replace any awnings used in connection with the Premises so that such awnings always convey the image of a first-class establishment. 8. Tenant,its agents, servants or employees shall not bring into the Building or the Premises or keep on the Premises any dog, bird or other animal, except for seeingeye dogs or other service animal necessary for the assistance of a disabled person. 9. No additional locks shall be placed on any door in or providing access to the Premises unless Landlord is given a key to the lock at the time that it is installed. A reasonable number of keys to the Premises will be furnished by Landlord and neither Tenant,its agents, servants or employees shall have any duplicate keys made. Landlord may at all times keep a pass key to the Premises. All keys shall be returned to Landlord promptly upon termination of this Lease. 10. Tenant shall give Landlord prompt notice of all accidents to or defects in air conditioning equipment,plumbing,electrical facilities or any part or appurtenance of the Premises. 11. Landlord will not permit entrance to Tenant's offices by use of pass keys controlled by Landlord to any person at any time without permission by Tenant,except employees,contractors,or service personnel directly supervised by Landlord. 12. Tenant shall not suffer, permit, order or allow deliveries to be made except pursuant to the following conditions: (i) deliveries shall be made only between the hours of 7:00 a.m.and 9:00 p.m. (ii) all deliveries shall be made to such locations as are designated or approved by Landlord from time to time; (iii) Landlord shall not be responsible for watching or safekeeping any items delivered to Tenant;and (iv) Tenant shall keep in good order, condition and repair, and prevent any damage to any loading platform,truck dock and/or truck maneuvering space when used by Tenant or for Tenant's deliveries,even if that area is not within the Premises. 13. There shall not be used in any space,either by any Tenant or others, any hand trucks except those equipped with rubber tires and side guards. No other vehicles of any kind shall be brought by any Tenant into the Building or kept in or about its Premises without Landlord's prior consent,except wheel chairs,vehicles to assist the mobility impaired, and other pedestrian vehicles typically allowed in similar structures. Tenant shall pay for any damages caused to the Common Area by Tenant's use of those vehicles. 14. Tenant shall not use the sidewalk adjacent to or any other space outside the Premises for display, sale or any other similar purpose or otherwise block those areas in any way. 15. Tenant shall not use the exterior walls of the Premises for any purpose except that permitted by the Lease. 16. Tenant shall,at Tenant's expense,maintain the Premises in a clean,orderly and sanitary condition free of insects, vermin, rodents and other pests. Tenant shall adhere to trash pick-up procedures established from time to time by Landlord. During normal working hours,all refuse,trash,garbage and containers or types approved by Landlord for the same will be so placed in the Premises as not to be visible from the exterior of the Premises or from the interior areas of the Premises normally used by the public. Boxes will be flattened by Tenant before being put in Building trash containers. No material shall be placed in the trash boxes or receptacles if the material is of a nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be made only through entryways provided for such purposes and at such times as Landlord designates. 17. Landlord,in its commercially reasonable judgment,may waive any one or more of those Rules for the benefit of any particular Tenant or Tenants, but such waiver by Landlord shall not be construed as a waiver of such Rules in favor of any other Tenant or Tenants,or prevent Landlord from thereafter enforcing all Rules against any or all of the Tenants of the Building. 18. Landlord may amend these Rules and make other and further reasonable rules as in its sole judgment are from time to time necessary and desirable,provided that in the event of a conflict with the terms of the Lease,the Lease shall control. 19. These Rules are for Landlord's benefit,and are in addition to,and shall not be construed to in any way modify, alter or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of Premises in the Building. EXHIBIT"D" MANDATORYIMPROVEMENTS See ATTACHMENT A for all construction related Mandatory Improvement Requirements. Project Schedule to be supplied to Landlord by Tenant prior to the start of construction of improvements. Tenant is responsible for sub-metering the Premises at their expense. EXHIBIT"E" MEMORANDUM OF COMMENCEMENT DATE This MEMORANDUM OF RENT COMMENCEMENT DATE("Memorandum")is entered into on 2022, between City of Fort Worth, a home rule municipal corporation ("Landlord"), and Fort Worth Convention and Visitor's Bureau,a domestic non-profit corporation("Tenant"). RECITALS A. Landlord and Tenant entered into that certain Lease Agreement dated 2021 (the"Lease"), relating to the premises described on Exhibit "A" attached hereto. All terms used but not defined herein have the meanings set forth in the Lease. B. Landlord and Tenant wish to confirm certain matters relating to the Lease. AGREEMENT 1. Commencement Date. Landlord and Tenant certify that the Commencement Date under the Lease is 12022 and the primary Lease Term is scheduled to expire on ,20 . Landlord and Tenant certify that the Rent Commencement Date under the Lease is ,20_ 2. Entire Agreement;No Amendment. The Lease constitutes the entire agreement between Landlord and Tenant. The Lease has not been amended and is in full force and effect. This Memorandum supplements but does not amend the Lease. EXECUTED as of the date set forth above. LANDLORD: City of Fort Worth,a home rule municipal corporation By: Name: Title: TENANT: Fort Worth Convention and Visitor's Bureau,a domestic non- profit corporation By:� j Name: Robert L.Ja son Title: President&CEO Exhibit A to Memorandum of Commencement Date Description of Premises Approximately 9,637 square feet of rentable space on the west side ground floor of the Convention Center Parking Garage to be used for office space with the Premises address to be 1201 Throckmorton Street, Fort Worth, Texas 76102 EXHIBIT"F" BROKER COMMISSION A. City of Fort Worth ("City"), as Landlord under this Lease, shall pay to broker, Murl R. Richardson, Jr. ("Broker"), sponsoring broker for NJP Commercial Real Estate, LLC whose sales agent is Nanci Lynne Plump, representing the Tenant, Fort Worth Convention and Visitors Bureau ("VFW"), a broker commission equal to 4.5% of the aggregate Net Rental (hereinafter defined) during the first ten years of the primary term of the lease per the payment schedule below: Term Base Rent 4.50% Year I 854.000.00 $2-430.D0 Year 2 S173.466.00 $7.805_97 Year 3 S173.466.00 $7.805_97 Year 4 192.740.00 $8.673.30 Year 5 S 1 U.740.00 $8.673.30 Year 6 192-740.00 8-673.30 Year 7 192-740.00 88,673.30 Year 8 212.014.00 89.540.63 Year 9 212.014.00 89.540.63 Year 10 S212.014.00 S9.540.63 Total 881.357.03 Total Commission Due to Broker: $81,357.03 Payable as follow: $40,678.52 (First 50%) due within 30 days after Lease execution $40, 678.51 (Second 50%) due within 30 days after issuance of certificate of occupancy,but no later than 60 days after issuance of certificate of occupancy. B. Broker will be paid a commission for the entire term of the Lease notwithstanding any right of early termination by Prospect. C. The term "Net Rental"means only the base monthly rent actually due and payable under the Lease, and does not include any of the following: percentage rent; security deposits; free rent; amounts paid by VFW to City as the VFW's share of any taxes,utilities, insurance premiums, repairs,maintenance, other operating expenses, City's overhead or other "pass-through"payments related to the demised premises, building, common areas and/or Property; escalations due landlord in excess of base rental originally scheduled in the Lease (which excluded escalations include, but are not limited to, rent increases based upon any cost of living increases, CPI indexing or similar formulas,unless a minimum is provided); or amortization of special leasehold improvements. D. In the event VFW expands, extends or renews the Lease, within the terms of the Lease, City shall pay to Broker,within 30 days after the expansion, extension or renewal becomes effective, a commission equal to 4.5 % of the aggregate Net Rental received by City from VFW under the expansion, extension or renewal in excess of the Net Rental for which a commission has already been paid; provided,however,that City shall not have any liability or obligation with respect to any expansion, extension or renewal entered into at a time when City is no longer the owner of the Property,provided City obtains from subsequent owner a written agreement whereby subsequent owner assumes City's commission obligations herein and such agreement is delivered to Broker and any subsequent owner of the Property shall not have any liability or obligation for such commission unless expressly agreed to in writing by the subsequent owner. As an additional condition for Broker to be entitled to receive a commission for any expansion, extension or renewal of the Lease, Broker and/or Broker's Sales Agent must take an active role in the negotiations for the expansion, extension or renewal at VFW's request and, at or prior to the first meeting between Broker and/or Broker's Sales Agent and City regarding the contemplated expansion, extension or renewal, Broker and/or Broker's Sales Agent must deliver to City evidence of Broker and/or Broker's Sales Agent's authority to represent VFW in the negotiations in the form of a written exclusive authorization letter by VFW specifically relating to the contemplated expansion, extension or renewal. 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X d' s gyaaww Z ed c O IN „Ooo W ew w g _ > ❑0 z o — 00 �m m� o ag w dg0 a awo Z w z o9a 4 w= www =o ow z aw o a wwaw. �o 2/7/22, 10:20 AM M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRT °RTI_� Create New From This M&C DATE: 11/9/2021 REFERENCE**M&C 21- LOG NAME: 21VISIT FORT WORTH LEASE AT NO.: 0859 HOUSTON STREET CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 9) Authorize the Execution of a Lease Agreement with the Fort Worth Convention and Visitor's Bureau for Approximately 9,367 Square Feet of Space on the West Side Ground Floor at the Fort Worth Convention Center Garage Located at 1200 Houston Street, Fort Worth, Texas 76102 To Be Used for Office Space and Authorize the Execution of a Real Estate Brokerage Commission Agreement with NJP Commercial Real Estate, LLC at a Rate of 4.50 Percent of the Base Rent RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a lease agreement with the Fort Worth Convention and Visitor's Bureau for approximately 9,367 square feet of space on the west side ground floor at the Fort Worth Convention Center Garage located at 1200 Houston Street, Fort Worth, Texas 76102 to be used for office space; and 2. Authorize the execution of a real estate brokerage commission agreement with NJP Commercial Real Estate, LLC. at a rate of 4.50 percent of the base rent. DISCUSSION: The Fort Worth Convention Center Garage (building) located at 1200 Houston Street, Fort Worth, 76102 was built in 2009. The east and west building ground floor spaces have never been leased or occupied. In 2019, the City of Fort Worth Property Management Department (PMD) began discussions with the Fort Worth Convention and Visitors' Bureau (FWCVB) and their real estate representative to relocate their offices in Sundance Square to the west side ground floor of the building. Through further negotiations between PMD and FWCVB, terms were agreed upon and a Letter Of Intent was executed to lease the approximate 9,367 square feet (SF) of space and move forward with a lease agreement. The Lease Agreement is base rent/SF + Double Net (NN) (common area maintenance, insurance, property management fees) + utilities. The highlighted terms are as follows: Primary Term of 10 years Base Rent: Months 1 -12: No Base Rent Months 13-36: $18.00/SF Months 37-84: $20.00/SF Months 85-120: $22.00/SF Two (2) ten-year renewal options at then current market rates. Double Net (NN) estimated to be approximately $5.00/SF. $75.00/SF base rent credits for tenant improvements amortized over years 2 -10 of the primary lease term. FWCVB will make approximately $1,000,000.00 of improvements to the space and this lease will provide approximately $1,567,000.00 in lease and parking revenues over the ten (10) year primary lease term. apps.cfwnet.org/council_packet/mc_review.asp?ID=29407&councildate=11/9/2021 1/2 2/7/22, 10:20 AM M&C Review The Leasing Agreement also stipulates that cooperating brokers in the transaction would be paid a separate commission fee of 4.50 percent of the base rent. NJP Commercial Real Estate, LLC. is the cooperating real estate broker assisting with the negotiations and upon approval of this Mayor and Council Communication (M&C) and the execution of the lease, the City will enter into a separate Commission Agreement with NJP Commercial Real Estate, LLC. for their commission fee. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations, execution of the lease agreement, funds will be deposited into the Municipal Parking Fund. The Transportation and Public Works Department and (Financial Management Services Department) is responsible for the collection and deposit of funds due to the City. Prior to any expense being incurred, the Transportation and Public Works Department also has the responsibility to validate the availability of 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_ Dana Burghdoff(8018) Originating Department Head: Steve Cooke (5134) Additional Information Contact: Mark Brown (5197) Ricardo Salazar (8379) ATTACHMENTS 21 VISIT FORT WORTH LEASE AT HOUSTON STREET funds availability_.pdf (Public) FID Table for VFW revised 10.20.21.pdf (CFW Internal) Form 1295 Certificate 100839798.pdf (CFW Internal) M AND C MAP VFW.pdf (Public) apps.cfwnet.org/council_packet/mc_review.asp?ID=29407&councildate=11/9/2021 2/2