HomeMy WebLinkAboutContract 57730 CSC No. 57730
FIRST AMENDMENT TO SUBLEASE
This First Amendment of Sublease (the "Amendment") is entered into to be effective as of June
27 , 2022 ("Effective Date") between City of Fort Worth ("Landlord") and Cotten Schmidt LLP
("Tenant"), each individually referred to as a"party"and collectively referred to as the "parties."
RECITALS
WHEREAS Landlord, as successor-in-interest to Hertz Fort Worth Energy Way LP, and
Tenant, as subtenant to Pier 1 Services Company, are parties to that certain Sublease dated September 8,
2016, (the "Sublease"), regarding the lease of approximately 10,183 square feet of rentable space on the
201h floor of the Landlord's building located at 100 Energy Way,Fort Worth TX 76102 (the ".Premises")-
and
WHEREAS Landlord and Tenant now desire to amend the Sublease in order to provide
that the term of the Sublease shall expire on January 31,2023 and to allow for a partial waiver of the base
rent and other charges.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for
other good and valuable consideration,the receipt of which is hereby acknowledged,Landlord and Tenant
hereby agree as follows:
1. Recitals. The foregoing recitals are hereby affirmed by the parties as true and
correct and each such recital is incorporated herein by this reference. Unless otherwise defined herein,
capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Sublease.
2. Term. The Term of the Sublease shall expire on the earlier to occur of(i) Tenant's
surrender of the Premises to Landlord or(ii) January 31, 2023 (the "Expiration Date").
3. Base Rent and Other Charges. Beginning on April 1, 2022 and continuing through
December 31, 2022, Tenant shall have no obligation to pay Base Rent, electricity and HVAC costs, or
Operating and Tax Expenses. Beginning on January 1,2023 and continuing until the earlier to occur of(i)
Tenant's surrender of the Premises to Landlord or (ii) January 31, 2023, Tenant shall pay, on a prorated
per diem basis, all Base Rent and Other Charges as provided by the Sublease.
4. Furniture,Furnishings and Equipment; Conveyance or Surrender.
a. Landlord acknowledges the Tenant's right of ownership of all furniture, furnishings,
fixtures and equipment(referred to as"FF&E")in the Premises upon the expiration of the original
Term of the Sublease.
b. Landlord agrees that Tenant's right of ownership of all such FF&E shall now become
effective no later than the revised Expiration Date under this Amendment as set out below.
c. Upon Tenant's request,Landlord shall execute and deliver to Tenant a Bill of Sale without
additional consideration for all of such FF&E to which Tenant elects to take ownership to be
effective on the date requested by Tenant, such date to be on or before Tenant's removal of such
First Amendment to Sublease—100 Energy Way OFFICIAL RECORD
Cotten Schmidt LLP CITY SECRETARY
Page 1 of 3
FT.WORTH,TX
FF&E from the Premises. All FF&E will be provided in"as-is" condition and Landlord makes no
warranty regarding its condition or suitability for any particular use.
d. Tenant acknowledges and agrees that all such FF&E intentionally left in the Premises after
the revised Expiration Date shall remain the property of Landlord and Tenant forfeits its right
thereto.
e. Notwithstanding the foregoing or Tenant's request or Landlord's execution and delivery
or failure of execution or delivery of the referenced Bills of Sale,all such FF&E removed from the
Premises by Tenant prior to the revised Expiration Date shall be the property of Tenant and all
such FF&E intentionally left in the Premises on the revised Expiration Date shall be the property
of Landlord.
S. Termination Notice and Termination Fee. Landlord and Tenant agree that the
Termination Notice and Termination Fee as provided by sections 3.2 and 3.3 of the Sublease,respectively,
shall not be required.
6. Governmental Powers. It is understood and agreed that by execution of this
Amendment, Landlord does not waive or surrender any of its governmental powers or immunities.
7. Governing Law and Venue. This Amendment will be construed in accordance
with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought
pursuant to the Sublease or this Amendment,venue for such action will lie in state courts located in Tarrant
County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division.
S. Severability. If any provision of this Amendment is held to be invalid, illegal or
unenforceable,the validity,legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
9. Signature Authority. The person signing this Amendment hereby warrants that
they have the legal authority to execute this Amendment on behalf of the respective party, and that such
binding authority has been granted by proper order, resolution, ordinance or other authorization of the
entity. This Amendment may be executed by any authorized representative of Tenant.Each party is fully
entitled to rely on these warranties and representations in entering into this Amendment.
10. Electronic Signatures. This Amendment may be executed in multiple counterparts
by electronic signature, which will be considered as an original signature for all purposes and have the
same force and effect as an original signature. For these purposes, "electronic signature" means
electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original
signature, or signatures electronically inserted via software such as Adobe Sign.
[signature page follows]
First Amendment to Sublease—100 Energy Way
Cotten Schmidt LLP
Page 2 of 3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiples.
LANDLORD:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
Oana Bu4yoff responsible for the monitoring and administration
By: of EBT}— of this contract,including ensuring all performance
Name: Dania urghdoff and reporting requirements.
Title: Assistant City Manager
Date; Jun 27, 2022 2022
By; c7 agoq kyl�gam
APPROVAL RECOMMENDED: Name: Greg Wingate
Title: Sr. Facility Planner, Property Management
Department
By: Lve oo APPROVED AS TO FORM AND LEGALITY:
Stf Name: e ce
Title: Director,Property Management Department
ATTEST: By:
Name: Matthew A. Murray
Title: Assistant City Attorney
BY; r CONTRACT AUTHORIZATION:
Name: a' °C%oo yf 444d4nnn M&C: 20-0910(December 15th,2020)
Title: City Secretary ppF°FORTaa 20-0425 (June 14,2022)
p.J,o °°�pd� Form 1295:N/A
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TENANT: oa azt.nE00000
COTTEN S ILP
By: '
Name: Randall Schmidt
Title: Partner
Date:
OFFICIAL RECORD
CITY SECRETARY
First Amendment to Sublease—100 Energy Way FT.WORTH,TX
Cotten Schmidt LLP
Page 3 of 3
6/30/22,2:18 PM M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA Fo�n
Create New From This M&C
DATE: 6/14/2022 REFERENCE **M&C 22- LOG NAME: 21COTTEN SCHMIDT EARLY
NO.: 0425 TERMINATION
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 9) Authorize Execution of Amendment to Sublease with Cotten Schmidt L.L.P. for
Office Space in the Future City Hall Located at 100 Energy Way, Fort Worth, Texas 76102
to Provide for an Earlier Termination Date, Authorize a Waiver of Rent and Other
Charges, and Find That the Waiver of Rent and Other Charges Serves a Public Purpose
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of an amendment to the sublease with Cotten Schmidt L.L.P. for office
space in the future City Hall located at 100 Energy Way, Fort Worth, Texas 76102 to provide
for a termination date of January 31, 2023;
2. Authorize the waiver of rent and other charges due to the City through December 31,
2022 in the amount of $183,294.00; and
3. Find that the waiver of rent and other charges will accomplish a public purpose by allowing
the City to more expediently complete renovations and begin occupancy of the new City Hall.
DISCUSSION:
The purpose of this Mayor and City Council Communication (M&C) is to authorize the execution
of an amendment to the sublease agreement (Sublease) with Cotten Schmidt L.L.P. for Suite
2000, consisting of one-half of the 20th floor, or approximately 10,183 rentable square feet of
space, in the future City Hall building located at 100 Energy Way, Fort Worth, Texas 76102. On
December 15th, 2020, the City Council authorized the acquisition of the building from Hertz Fort
Worth Energy Way L.P. and accepted the assignment of the building's existing leases, including
the Sublease with Cotten Schmidt L.L.P. (M&C 20-0910). The term of the Sublease is currently
scheduled to expire on December 31, 2023.
The Property Management Department recommends amending the Sublease to: (1) provide for a
termination date of January 31, 2023, eleven months earlier than the termination date currently
included under the Sublease; (2) allow for the waiver of base rent and other fees owed to the City
from April 1, 2022 through December 31, 2022 in the amount of $183,294.00; and (3) provide
that Cotten Schmidt L.L.P. will be responsible for the daily pro-rata rent and other charges based
on a monthly rent of $20,366.00 for any occupancy of the space in January of 2023. The
amendment will allow the City to more quickly complete the renovations necessary for the 20th
floor, a space that will eventually become offices for the Mayor, City Council, and City
management.
The City Council chambers are slated to be completed in the Fall of 2023. The City's highest-
ranking officials will be more effective, efficient, and productive if they are located with the other
City departments upon the finish-out and completion of the new City Council chambers. The
alternative would require bringing the contractor back at a later date to complete the 20th
floor, resulting in additional mobilization costs and risking increased costs due to inflation and
supply shortages.
The property is located in COUNCIL DISTRICT 9.
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6/30/22,2:18 PM M&C Review
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and execution of
the amendment, any funds received will be deposited in the General Fund. The Property Management
Department and Financial Management Services are responsible for the collection and deposit of any
funds as agreed upon in the amended lease.
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 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: Greg Wingate (0496)
Ricky Salazar (8379)
ATTACHMENTS
Certificate of Interested Parry. Cotten Schmidt.pdf (CFW Internal)
FID TABLE CS Lease 4.29.22.xlsx (CFW Internal)
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