HomeMy WebLinkAboutContract 58718DocuSign Envelope ID: 2C8BB123-A1CA-46F4-8957-24CB8A0285C4
CSC No. 58718
SHOPPING CENTER LEASE
This Shopping Center Lease ("Lease"), made thisl3thday of Tanuary 2023 ("Execution Date"), by
and between the Landlord and the Tenant hereinafter named.
DEFINITIONS AND CERTAIN BASIC PROVISIONS
ARTICLE I
1.1
(a) "Landlord": SV Vegas Trail, LLC
(b) Landlord's Address: c/o Quine & Associates, Inc., 301 South Sherman Street, Suite 100, Richardson Texas
75081
(c) "Tenant": City of Fort Worth, a home rule municipal corporation
(d) Tenant's Address: 500 W. 3rd St.. Fort Worth, TX 76102 ATTN: Marilyn Marvin
(e) Tenant's Trade Name: City of Fort Worth — Library Department, and none other without Landlord's written
consent.
(f) "A g t": Quine & Associates, Inc.
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g) "Cooperatina Agent": None.
(h) "Demised Premises": A store unit commonly known as 8604, 8610, 8622, 8628, 8632 and a portion of 8636
Camp Bowie West Blvd., City or Town of Fort Worth . County of Tarrant , State of Texas , Zip
Code 76116 in the Shopping Center (defined below), and being outlined in red on the site plan
marked Exhibit "A" attached hereto and made a part hereof for all purposes, for purposes of this Lease
being deemed to contain +/- 24,043 leasable square feet (measured to the exterior of outside walls and to
the center of interior walls).
(i) "Commencement Date": The date in which all of Landlord's Work on the Demised Premises has been
completed, inspected and approved by Tenant as suitable for Tenant's intended purposes and Tenant has
taken possession of the Demised Premises.
(i) "Lease Term":
Primary Term: Commencing on the date described on the executed Commencement Date Memorandum
(the "Commencement Date") and continuing for 10 years and 0 months; provided that if the
Commencement Date is a date other than the first day of a calendar month, the Lease Term shall be for said
number of years and months plus extended for the number of days equal to the remainder of the first
calendar month following the Commencement Date. EPN
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CITY SECRETARY
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Renewal Terms: This Lease provides for two (2) successive five (5) year renewal options upon expiration
of the primary term at the then market rate, as further described under Article IV, 4.6 in this Lease. Each
renewal requires one hundred eighty (180) days written notice from Tenant prior to the expiration of the
then current term that Tenant is electing to proceed with a renewal option.
(j) "Minimum Guaranteed Rental": $24,463.75 per month for months 1-60, and $27,108.13 per month for
months 61-120 payable monthly in advance. All sums payable by Tenant to Landlord pursuant to this Lease
are deemed to be "Rental."
(k) "Additional Charges" (all payable monthly in advance): for the first lease year (or until sooner adjusted)
shall be $ 2,484.44 per month for Common Area Maintenance, $ 1,883.37 per month for Tax Escrow, and
$1,202.15 per month for Insurance Escrow. Common Area Maintenance, Tax Escrow, and Insurance
Escrow are collectively referred to as "Additional Charges." It is understood that Additional Charges are
subject to annual adjustments and increases. Taxes and Insurance, as described under Article XVIII in this
Lease, shall be subject to the limitation of annual increases of no more than 5% on a cumulative and
compounding basis. Common Area Maintenance as described under Article VI in this lease shall be subject
to the limitation of annual increases of no more than 5% on a cumulative and compounding basis. All sums
payable by Tenant to Landlord pursuant to this Lease are deemed to be "Rental." For all Additional
Charges, Tenant will only be responsible for Tenant's proportionate share. In the event the Tenant's
proportionate share of the Additional Charges is more than the maximum 5% increase each year on a
cumulative and compounding basis, the parties may amend the Lease to allow for additional funding for
such charges if necessary.
(1) "Prepaid Rental": $ None , being Minimum Guaranteed Rental and Additional Minimum
Charges for the first full month of the Lease Term, payable on the Execution Date.
(m) "Security Deposit": $30,033.71, payable on the Execution Date.
(n) "Permitted Use": Office. storage, and book processing uses related to the Citv of Fort Worth — Library
Department to be conducted directly by Tenant, and for no other use, without written approval from
Landlord which consent may be withheld in Landlord's sole discretion.
(o) "Shopping Center": The Vegas Trail Center Shopping Center in the City or Town of Fort Worth ,
County of Tarrant , State of Texas , being further described in Exhibit "B" attached hereto
and made a part hereof for all purposes, as the same may be hereafter enlarged or reduced.
(p) "Breakpoint": For the Lease Term, $ N/A per Lease Year (as hereafter defined).
(q) "Lease Year": The term Lease Year means a calendar year; however, if the Lease Term does not include a
full calendar year, then for that particular calendar year, the term Lease Year shall mean that portion of such
calendar year that falls within the Lease Term.
1.2 Each of the foregoing definitions and basic provisions shall be construed in conjunction with and limited by the
references thereto in other provisions of this Lease.
GRANTING CLAUSE
ARTICLE II.
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2.1 In consideration of the obligation of Tenant to pay the Security Deposit upon execution hereof, and thereafter to
timely pay rent and other charges as herein provided and in consideration of the other terms, covenants and conditions hereof,
Landlord hereby demises and Leases to Tenant, and Tenant hereby takes from Landlord, the Demised Premises as described
in Section 1.1 (h), subject to all conditions, easements, encumbrances and restrictions of record, and to all matters which a
correct survey would show, 'TO HAVE AND TO HOLD the Demised Premises for the Lease Term specified in Section 1.1
(i), subject as aforesaid, all upon the terms and conditions set forth in this Lease. Landlord further agrees that if Tenant shall
perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall, subject to the terms of
this Lease, at all times during the continuance of this Lease have peaceful and quiet possession of the Demised Premises by,
through, and under Landlord.
CONSTRUCTION AND ACCEPTANCE OF PREMISES
ARTICLE III.
3.1 Landlord will be responsible for completing the construction outlined in the attached Exhibit "C" to this Lease
("Landlord's Work") prior to the Tenant occupying the Premises. The Landlord's Work must be completed within 300 days
after the execution of this Lease. If the Landlord's Work is not completed as of such deadline for same, Landlord and Tenant,
or Tenant designee, may, by mutual written agreement, agree to extend the 300 day deadline. Once the Landlord's Work is
complete and Tenant has occupied the Demised Premises, Tenant shall be deemed to have accepted the same and to have
acknowledged that the same comply fully with Landlord's covenants and obligations hereunder.
3.2 Tenant and Landlord shall execute a Commencement Date Memorandum (Exhibit "E") reciting the exact
Commencement Date and Termination date of this Lease per the definitions herein.
3.3 Unless one or more exhibits are attached delineating work to be performed by Landlord prior to the
Commencement Date, Tenant hereby accepts the Demised Premises "AS IS" as now being suitable for Tenant's purposes. If
one or more exhibits are attached delineating work to be performed by Landlord prior to the Commencement Date, Tenant
shall accept the Demised Premises to be so -modified once Tenant has inspected the Premises after Landlord's Work is
complete and determined the Premises as suitable for Tenant's purposes as to be acknowledged within the Commencement
Date Memorandum. Landlord shall have no duty whatsoever to perform any work on or about the Demised Premises except
as expressly set out in this Lease or in the exhibits hereto either prior to the Commencement Date or during the term of the
Lease, and Tenant shall be obligated to perform all other needed work prior to or during the term of the Lease on or about the
Demised Premises, latent or otherwise, except as otherwise expressly set out herein.
RENT
ARTICLE IV.
4.1 Rental shall accrue hereunder from the Commencement Date, as specified in the Commencement Date
Memorandum, and shall be payable to Landlord in care of Agent at the address specified in Section 1.1 (b) or such other
address as may be designated by Landlord from time to time.
4.2 Tenant shall pay to Landlord Rental in monthly installments in the amounts specified in Section 1.1 0) and 1.1
(k) ("Rental"). The first such monthly installment shall be due and payable on the Commencement Date, and subsequent
I NOTE: If this Lease provides for construction prior to occupancy, refer to the appropriate exhibits attached hereto. In such case Article II ab(
shall be deemed modified to the extent consistent with such exhibits. EP)V
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installments shall be due and payable on or before the first day of each succeeding calendar month during the Lease Term;
provided that if the Commencement Date is a date other than the first day of a calendar month, there shall be due and payable
on the Commencement Date, as Minimum Guaranteed Rental for the balance of such calendar month a sum equal to that
proportion of the rent specified for the first calendar month as herein provided, which the number of days from the
Commencement Date to the end of the calendar month during which the Commencement Date shall fall bears to the total
number of days in such month.
4.3 It is understood that the Rental is payable on or before the first day of the month (in accordance with Section
4.2), without offset or deduction of any nature. In the event any Rental is not received within five (5) days after its due date
for any reason whatsoever, Tenant will pay Landlord a $100.00 administrative charge on the sixth day, and an additional
$25.00 per day administrative charge, until paid to reimburse Landlord for the additional expenses of handling late payments.
In no event however shall the cumulative daily late charges exceed the sum of $1,000.00 exclusive of the initial $100.00
administrative fee. In the event any check or draft is returned after first presentation for payment as uncollectible for any
reason, Landlord may charge Tenant $50.00 per occurrence plus any additional charges assessed by Landlord's depository
institution.
4.4 If Tenant fails in two consecutive months to make Rental payments within five (5) days after due,
Landlord, in
order to reduce its administrative costs, may require, by giving written notice to Tenant (and in addition to any administrative
charge accruing pursuant to Section 4.3, as well as any other rights and remedies accruing pursuant to Article XIX or Article
XX below, or any other term, provisions or covenant of this Lease), that Minimum Guaranteed Rentals are to be paid quarterly
in advance instead of monthly and that all future Rental payments are to be made on or before the due date by cash, cashier's
check, or money order, and that the delivery of Tenant's personal or corporate check will no longer constitute a payment of
Rental as provided in this Lease. Any acceptance by Landlord of a monthly Rental payment or of a personal or corporate
check thereafter by Landlord shall not be construed as a subsequent waiver of Landlord's rights. Unpaid Rental shall accrue
interest of 15% commencing as of the date of delinquency and continuing until all Rental has been paid in full.
4.5 Option to Renew. Subject to the conditions set forth below, Tenant is granted the option to renew this
Lease for two (2) successive terms of five (5) years each ("Renewal Term"), to commence on the date following the
expiration of the initial Lease Term of this Lease or the immediately preceding Renewal Term, as the case may be.
Each Renewal Term shall be on the same terms, conditions, provisions and covenants as are set forth herein, except
that:
(a) the defined term "Lease Term" shall be deemed to include each respective "Renewal Term" as and when
applicable; and
(b) Minimum Guaranteed Rental rate during each Renewal Term shall be of the Fair Market Value Rent (as
hereinafter defined).
4.6 Renewal Notice and Fair Market Value for Renewal Term
(a) At least one hundred eighty (180) days prior to the beginning of each Renewal Term, Tenant shall notify
Landlord of Tenant's option to renew and Tenant's estimation of Fair Market Value Rent for the Renewal Term
("Tenant Renewal Notice"). No later then sixty (60) days after Tenant Renewal Notice, Landlord shall notify
Tenant of its acceptance and approval of the renewal and Landlord's estimation of Fair Market Value. If both
parties agree to the new rate for Renewal Term, upon approval by Tenant's City Council, the parties may at that
time execute such Renewal to this Lease.
(b) If Landlord and Tenant cannot agree as to Fair Market Value Rent within sixty (60) days of Landlord
Renewal Notice, Tenant shall have the option to terminate this Lease ghie expiration of the then current
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term by providing written notice to Landlord no later than thirty (30) days after expiration of Landlord
Renewal Notice.
(c) Alternatively, if Tenant does not provide written notice of termination to Landlord pursuant to 4.6 (c),
Landlord and Tenant shall, within ten (10) days after expiration of Landlord Renewal Notice, each select
an appraiser to determine which of the two estimates most closely reflects the Fair Market Value Rent for
the Premises. Each appraiser so selected shall be either an "MAY appraiser or a licensed real estate broker,
each having at least ten (10) years prior experience in the appraisal or leasing of comparable retail space in
the metropolitan area in which the Premises are located and with a working knowledge of current rental
rates and practices.
(d) Upon selection, Landlord's and Tenant's appraisers shall work together in good faith to agree upon which
of the two estimates most closely reflects Fair Market Value Rent. The estimate chosen by such appraisers
shall be binding on both Landlord and Tenant.
(e) If the two appraisers cannot agree upon which of the two estimates most closely reflects the Fair Market
Value Rent for the Premises within thirty (30) days after their appointment, then, within ten (10) days after
the expiration of such thirty (30) day period, the two appraisers shall select a third appraiser meeting the
above criteria.
(f) Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten
(10) days after appointment make its determination of which of the two estimates most closely reflects Fair
Market Value Rent and such estimate shall be binding on both Landlord and Tenant as the Fair Market
Value Rent for the Renewal Term, subject to the Tenant's City Council Approval. The parties shall share
equally in the costs of the third appraiser.
"Fair Market Value Rent" shall mean the monthly rent charged typical general retail use tenants for comparable
buildings (age, number of stories, total size, comparable location) in the area in which the Premises are located, taking into
account all financial terms, including without limitation, base rent, free rent, escalations, work contributions and allowances,
leasing and brokerage commissions, subject to Tenant's City Council approval.
Any failure of Tenant to exercise its renewal option within the time period set forth herein shall constitute a waiver
and termination of such option.
ARTICLE V. - RESERVED
COMMON AREAS
ARTICLE VI.
6.1 The term "Common Area" is defined for all purposes of this Lease as that part of the Shopping Center from time
to time intended for the common and non-exclusive use of all tenants, including among other facilities (as such may be
applicable to the Shopping Center) parking areas, private streets and alleys, landscaping, curbs, loading area, sidewalks, malls
and promenades (enclosed or otherwise), lighting facilities, drinking fountains, meeting rooms, public toilets, and the like, but
excluding space in buildings (now or hereafter existing) designed for rental for commercial purposes, as the same may exist
from time to time and further excluding streets and alleys maintained by a public authority. Landlord reserves the right to
change from time to time the dimensions and location of the Common Area, as well as the dimensions, identity and type of
any buildings in the Shopping Center with thirty (30) day notice to Tenant. EPN
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Tenant, and its employees and customers, and when duly authorized pursuant to the provisions of this Lease, its
subtenants, licensees and concessionaires, shall have the nonexclusive right to use the Common Area as constituted from time
to time, such use to be in common with Landlord, other tenants of the Shopping Center and other persons permitted by
Landlord to use the same, and subject to such reasonable rules and regulations governing use as Landlord may from time to
time prescribe, including the designation of specific areas within the Shopping Center or in reasonable proximity thereto in
which motor vehicles operated by Tenant, its employees, subtenants, licensees and concessionaires shall be parked. Landlord
may have unauthorized or illegally parked vehicles towed according to state law at the owner or operator's expense at any
time in the Landlord's sole discretion, and Tenant, its employees, subtenants, licensees and concessionaires waive any claim
for damages arising from the towing of any unauthorized or illegally parked vehicle, unless such damage arises from
Landlord's negligence. Tenant shall not solicit business within the Common Area or take any action which would interfere
with the rights of other persons to use the Common Area. Landlord may temporarily close any part of the Common Area for
such periods of time as may be necessary to make repairs or alterations or to prevent the public from obtaining prescriptive
rights.
6.2 Landlord may from time to time substitute for any parking area other areas reasonably accessible to the tenants of the
Shopping Center, which areas may be elevated, surface or underground.
6.3 Landlord shall be responsible for the Common Area Maintenance, the manner of and the expenditures therefor to be in
the sole discretion of Landlord.
6.4 Tenant shall pay to Landlord as Additional Charges an amount equal to "Tenant's Proportionate Share of
Common Area Maintenance" paid or incurred by Landlord during the Lease Term; as initially specified in Section 1.1 (k).
"Tenant's Proportionate Share of Common Area Maintenance" shall be defined as the percentage that the gross leasable area
("GLA") of the Demised Premises bears to the entire GLA of the Shopping Center except as hereinafter provided. In
determining Tenant's Proportionate Share of Common Area Maintenance, Landlord may exclude from the GLA of the
Shopping Center the premises identified in leases at the Shopping Center if such leases do not require the tenant to pay a
prorata share of Common Area Maintenance, but in that event, Landlord shall deduct from the Common Area Maintenance
any amounts payable by such tenants specifically for items included in the Common Area Maintenance.
Tenant shall pay Tenant's Proportionate Share of Common Area Maintenance to Landlord monthly on the same day
that Minimum Guaranteed Rental is due. The first such monthly installment shall be due and payable on the Execution Date
and in the amount in Section 1.1 (k).
The term "Common Area Maintenance" means all costs and expenses of every kind and nature paid or incurred in
operating, managing, cleaning, equipping, lighting, repairing, replacing and maintaining the Common Area, including, without
limitation, costs of resurfacing, recoating, striping, and re -striping the parking area; repainting, cleaning, sweeping and other
janitorial services; landscaping; car stops; utilities serving the Common Area; maintenance, repair and replacement of roofs,
gutters, utility systems, sprinkler systems and drainage systems within and serving all or portions of the Shopping Center or
Common Area; rental charges for machinery and equipment as needed for repairs, operations and/or maintenance of the
Common Areas or Demised Premise; Shopping Center identification signs; directional signs and other markers; on and off -
site traffic regulation and control signs and devices; courtesy officers and related equipment (if and to the extent Landlord
elects to provide same, although Tenant acknowledges that Landlord has not made and does not make any representations,
warranties or assurances whatsoever regarding security at the Demised Premises, Common Area, Shopping Center or
surrounding areas ); lighting fixtures and bulbs; sound equipment; supplies; costs of personnel to implement all of the
foregoing, including wages, unemployment taxes and social security taxes; personal property taxes; fees for required licenses
and permits; heating, ventilating and air-conditioning systems serving the Common Area, including, without limitation,
enclosed mall(s), if any; pick-up and removal of trash and garbage; insurance premiums paid by Landlord relating to property,
liability,; a reasonable management fee; reserves for deferred maintenance and capital expenditures. The cost of equipment
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required to be amortized by then -current rules of the Internal Revenue Service shall be allocated over the depreciation period
or useful life as determined by Landlord. There shall be excluded from Common Area Maintenance depreciation ofthe original
costs of constructing the Common Area. All decisions in good faith by the Landlord regarding the charges to Tenant for
Common Area Maintenance charges, the reasonability of reserves, the allocation of an item as an expense or a capital item,
the depreciation period, the useful life of equipment, etc., shall be final and conclusive.
For the purpose of calculating Tenant's Proportionate Share of Common Area Maintenance during the primary term of this
Lease, commencing with the first full calendar year occurring in its entirety after the Commencement Date, the maximum
increase in the amount of Common Area Maintenance from one such year to the next shall not exceed 5% per calendar year
on a cumulative and compounding basis.
USE AND CARE OF PREMISES
ARTICLE VII.
7.1 The Demised Premises may be used for the purpose or purposes specified in Section 1.1 (n), and for no other
purposes without the prior written consent of Landlord. Tenant shall use in the transaction of business in the Demised Premises
the Trade Name specified in section 1.1 (e) and no other Trade Name without the prior written consent of Landlord. Tenant
shall not at any time leave the Demised Premises vacant, but shall in good faith continuously throughout the term of this Lease
conduct and carry on in the entire Demised Premises the type of business of which the Demised Premises are leased. Tenant
shall operate its business in an efficient, high class and reputable manner.
7.2 Landlord shall periodically provide Tenant with information related to materials and substances, the storage or
maintenance of which increases premium cost of any insurance policy carried on the Demised Premises or other part of the
Shopping Center or invalidates such policies. Tenant shall not, without Landlord's prior written consent, keep anything within
the Demised Premises or use the Demised Premises for any purposes which increases the insurance premium cost or
invalidates any insurance policy carried on the Demised Premises or other parts of the Shopping Center. All property kept,
stored or maintained within the Demised Premises by Tenant shall be at Tenant's sole risk. Tenant agrees, at its own cost and
expense, to comply with all rules, regulations and requirements of the fire insurance underwriting organization or similar body
or governmental authority having jurisdiction.
7.3 Tenant shall not permit any objectionable or unpleasant odors to emanate from the Demised Premises, nor place
or permit any radio, television, loudspeaker or amplifier on the roof or outside of the Demised Premises or where the same
can be seen or heard from outside the building nor place any antenna, awning or other projection on the exterior of the Demised
Premises, nor take any other action which would constitute a nuisance or would disturb or endanger other tenants of the
Shopping Center or unreasonably interfere with their use of their respective premises, nor do anything which would tend to
injure the reputation of the Shopping Center.
7.4 Tenant shall take good care of the Demised Premises and keep the same free from waste at all times. Tenant shall
keep the Demised Premises and sidewalks, service -ways and loading areas adjacent to the Demised Premises neat, clean and
free from dirt or rubbish at all times, and shall store all trash and garbage within the Demised Premises prior to disposal.
Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in the manner and
areas prescribed by Landlord. Tenant shall not operate an incinerator or burn trash or garbage within the Shopping Center
area. As long as Tenant stores all trash and garbage consistent with the above, Landlord shall arrange for the regular pickup
of such trash and garbage from an area in reasonable proximity to the Demised Premises reasonably designated by Landlord.
7.5 Tenant shall maintain all display windows in a neat, attractive condition.
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7.7 Tenant shall procure at its sole expense any permits and licenses required for the transaction of business in the
Demised Premises and otherwise comply with all applicable laws, ordinances, and governmental regulations, including those
that require renovations or improvements to the Demised Premises for the purpose of public health, safety or welfare. At
Landlord's request, Tenant shall deliver to Landlord copies of all necessary permits and licenses and proof of Tenant's
compliance with all such laws, ordinances, and governmental regulations.
7.8 Tenant shall be responsible for compliance with the federal Americans with Disabilities Act of 1990 ("ADA"), as the
same may have been amended or may be amended from time to time, and all federal, state, county and municipal laws and
regulations which relate in any way to the matters regulated by the ADA (collectively, the "ADA-based Laws"), including,
without limitation, the configuration inside the Demised Premises (the interior as well as all public and/or employee door
entrances) and Tenant's business operations at the Demised Premises. If and to the extent that because of Tenant's construction
and / or activities within the Demised Premises, one or more of the ADA-based Laws require Landlord to alter and / or improve
the Common Area, then Tenant shall reimburse Landlord for the cost of such alterations and improvements, subj ect to Tenant's
City Council Approval. If approved by Tenant's City Council, the parties agree to amend this Lease to incorporate such costs.
7.9 Tenant shall be responsible for compliance with all federal, state, county and municipal laws and regulations relating to
health and safety, including without limitation the federal Occupational Safety and Health Act of 1970 ("OSHA"), as the same
may have been amended or may be amended from time to time, and all other federal, state, county, and municipal laws,
ordinances, codes and regulations which relate in any way to the matters regulated by OSHA. At Landlord's request, Tenant
shall deliver to Landlord evidence of Tenant's compliance with all such OSHA requirements.
MAINTENANCE AND REPAIR OF PREMISES
ARTICLE VIII.
8.1 Landlord shall keep the foundation, the exterior walls (except door entrances, door closure devices and other exterior
openings; molding, locks and hardware; special store fronts; lighting, , equipment, conduit, and wiring•, utility meters and
devices; plumbing and other electrical, mechanical and electromotive installation, equipment and fixtures; signs, placards,
decorations or advertising media of any type; sprinklers, risers, pipes and related equipment serving the Demised Premises;
and interior painting or other treatment of exterior walls), heating, ventilating and air conditioning systems and roof of the
Demised Premises in good repair. Landlord, however, shall not be required to make any repairs occasioned by the act or
negligence of Tenant, its agents, employees, subtenants, licensees and concessionaires, and the provisions of the previous
sentence are expressly recognized to be subject to the provisions of Article XV and Article XVI of this Lease. In the event the
Demised Premises should become in need of repairs required to be made by Landlord hereunder, Tenant shall give immediate
written notice thereof to Landlord. Landlord agrees to respond to Tenant's written notice immediately after receipt of such
notice. If the request pertains to the maintenance and operation of the HVAC (Heating, Ventilation and Air Conditioning)
system, Plumbing, Sewer or Electrical systems Landlord shall begin repairs either the same day Landlord receives Tenant's
written notice or no later than the next business day. For all other repairs, Landlord shall cause minor repairs to be completed
either within two (2) business days after Landlord receives such notice or within a reasonable time thereafter; Landlord shall
cause major repairs to be completed within a reasonable time, but in no event later than ten (10) days after receipt of such
notice; however, if Landlord is unable to complete major repairs in ten (IO)days, Landlord shall notify Tenant of the delay
and shall provide evidence for the reason for the delay and show timelines and other evidence as to when the repairs will be
complete, and provided that Landlord complies with such procedure, Landlord shall have such additional period of time as is
reasonably necessary in order to complete the respective work but not to exceed 45 days in the aggregate. Failure of Landlord
to complete the repairs in the time frames listed above will be considered a default under this Lease, after the lapse of any
applicable grace or cure period.
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8.2 Tenant shall keep the Demised Premises in good, clean and habitable condition and shall at its sole cost and
expense keep the Demised Premises free of insects, rodents, vermin and other pests and make all needed repairs and
replacements, including replacement of cracked or broken glass, except for repairs and replacements required to be made by
Landlord under the provisions of Section 8.1, Article XV and Article XVI. Without limiting the coverage of the previous
sentence, it is understood that Tenant's responsibilities therein include the repair and replacement of all lighting, systems,
conduit, pipes and wiring (whether or not such items are located inside or outside of the Demised Premises), plumbing and
other electrical, mechanical and electromotive installations, equipment and fixtures, utility meters and also included all utility
ducts, conduits, pipes and wiring, sprinklers, sprinkler heads, pipes, equipment and conduit serving the Demised Premises,
and any sewer stoppage located in, under and above the Demised Premises. Tenant agrees to make any necessary repairs
within thirty (30) days after notice from Landlord however, if Tenant is unable to complete major repairs in thirty (30) days,
Tenant shall notify Landlord of the delay and shall provide evidence for the reason for the delay and show timelines and other
evidence as to when the repairs will be complete. If any repairs required to be made by Tenant hereunder are not made within
the timeframes mentioned above and if Tenant has not provided notice of any delay or evidence for the reason of any delay,
Tenant shall be considered in default and Landlord will have the remedies available under section _ hereunder. At the
expiration of this Lease, Tenant shall surrender the Demised Premises in good condition without alterations, additions or
improvements (including alterations to the sprinklers and sprinkler heads) except only those authorized in advance by
Landlord, in writing, excepting reasonable wear and tear and losses required to be restored by Landlord in Section 8.1, Article
XV and Article XVI of this Lease.
ALTERATIONS
ARTICLE IX.
9.1 Unless stated otherwise herein, Tenant shall not make any alterations, additions or improvements to the Demised
Premises without the prior written consent of Landlord, except for the installation of movable trade fixtures which may be
installed without drilling, cutting or otherwise defacing the Demised Premises, subject to Landlord's prior written consent and
subject to Tenant's delivery to Landlord of appropriate insurance certificates or policies as hereafter stated. All alterations,
renovations, additions, improvements and fixtures other than Tenant's furniture and equipment shall remain upon and be
surrendered with the Demised Premises and become the property of the Landlord at the termination of this Lease, unless
Landlord requests their removal in which event Tenant shall remove the same and restore the Demised Premises to its original
condition at Tenant's expense prior to the end of the Lease Term.
9.2 All construction work done by Tenant within the Demised Premises shall be performed in a good and
workmanlike manner, free of liens, in compliance with all governmental requirements, and in such manner as to cause a
minimum of interference with other construction in progress and with the transaction of business in the Shopping Center.
Tenant shall, if requested by Landlord, furnish bond or other security satisfactory to Landlord against any such loss, liability
or damage. Tenant shall disclose in writing to all contractors with whom it deals that it is contracting only in its own stead,
and not as agent for Landlord or for the Shopping Center. No liens shall attach to the Shopping Center for work done for or
on account of Tenant, but shall only attach, if at all, to the Tenant's rights under this Lease. Tenant shall (and Landlord may)
post prominent notices during all periods of construction on the Demised Premises that Tenant is only a tenant of the Shopping
Center, and that Landlord shall have no responsibility for the payment or performance of Tenant's work and in no event shall
any liens attach to the Demised Premises, Common Area, Shopping Center or any portions thereof.
9.3 TENANT SHALL NOT MAKE ANY PENETRATION IN THE CEILING OF THE DEMISED PREMISES OR
ROOF OF THE SHOPPING CENTER WITHOUT LANDLORD'S PRIOR WRITTEN CONSENT. IF LANDLORD
CONSENTS TO A PENETRATION TENANT SHALL USE A CONTRACTOR ACCEPTABLE TO LANDLORD IN ITS
SOLE DISCRETION. SUCH APPROVAL RIGHT IS SOLELY FOR PROTECTION OF LANDLORD'S INTEREST, AND
SHALL NOT BENEFIT ANY OTHER PERSON OR ENTITY.
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LANDLORD'S RIGHT OF ACCESS; USE OF ROOF
ARTICLE X.
10.1 Landlord shall have the right to enter upon the Demised Premises at any time for the purpose of inspecting the
same, or of making repairs to the Demised Premises, or of making repairs, alterations or additions to adjacent premises, or of
showing the Demised Premises to prospective purchasers, appraisers, contractors, lessees or lenders. Any such entry shall be
made only after Landlord has provided Tenant with at least 24 hours' prior notice of same (an email being sufficient).
10.2 Tenant will permit Landlord to place and maintain "For Rent" or "For Lease" signs on the Demised Premises
during the last ninety (90) days of the Lease Term, it being understood that such sign shall in no way affect Tenant's obligations
pursuant to Section 7.3, Section 11.1 or any other provision of this Lease.
10.3 Use of the roof above the Demised Premises is reserved for Landlord.
SIGNS; STORE FRONTS
ARTICLE XI.
11.1 Except as hereinafter expressly provided, Tenant shall not, without Landlord's prior written consent: (a) make any
changes to the store front, (b) install any exterior lighting, decorations, paintings, awnings, canopies or the like, or (c) erect or
install any signs, window or door lettering, placards, decorations or advertising media of any type which can be viewed from
the exterior of the Demised Premises, excepting only dignified displays of customary type for its display windows. All signs,
lettering, placards, decorations and advertising media shall conform in all respects to the sign criteria established by Landlord
for the Shopping Center from time to time in the exercise of its sole discretion, and shall be subject to the prior written approval
of Landlord as to construction, method of attachment, size, shape, height, lighting, color and general appearance. All signs
shall be kept in good condition and in proper operating order at all times and shall be removed by Tenant upon the expiration
or termination of the Lease. No portable and/or trailer signs are allowed in the Shopping Center.
11.2 Tenant shall within ninety (90) days after opening for business install and thereafter continuously maintain
a facia sign according to the provisions of Exhibit "D" attached hereto and made a part of this Lease.
UTILITIES
ARTICLE XII.
12.1 Landlord agrees to cause to be provided and maintained the necessary mains, conduits and other facilities
necessary to supply water, gas, electricity, telephone service and sewage services to the exterior of the Demised Premises, at
the junction where such utilities enter a meter box or the Demised Premises, as applicable.
12.2 Tenant shall promptly install, maintain, and pay for all equipment, pipes, wires, conduits, systems, connection
and use charges for electricity, water, gas, telephone service, sewage service and other utilities furnished to the Demised
Premises, from the meter box or exterior of the Demised Premises, as applicable, to the interior of the Demised Premises.
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12.3 Landlord shall not be liable for any interruption whatsoever in utility services not furnished by it, nor for interruptions
in utility services furnished by it which are due to fire, accident, strike, acts of God or other causes beyond the control of
Landlord or in order to make alterations, repairs or improvements. If any of the services described above or elsewhere in the
Lease are interrupted other than for non-payment by Tenant, and other than at a time when Tenant is in default under this
Lease, Landlord shall use reasonable diligence to restore same promptly. However, neither the cessation nor the interruption
of such services nor the failure of Landlord to restore same shall render Landlord liable for damages to person of property, or
be constructed as an eviction of Tenant, or work an abatement of rent, or relieve Tenant from fulfilling any of its other
obligations hereunder.
INDEMNITY AND PUBLIC LIABILITY INSURANCE
ARTICLE XIII.
13.1 Landlord shall not be liable to Tenant, to Tenant's emplovees, agents, or visitors, or to anv other person
whomsoever, for anv iniury to person or damage to property on or about the Demised Premises, Common Area or
Shopping Center caused by the negligence or misconduct of Tenant, its agents, emplovees, subtenants, licensees or
concessionaires, or of anv other person entering the Shopping Center under express or implied invitation of Tenant,
or arising out of the use of the Demised Premises, Common Area or Shopping Center bv, through or under Tenant or
the conduct of its business therein, or arising out of anv breach or default by Tenant in the performance of its
obligations hereunder.
13.2 The City of Fort Worth is, for the most part, a self -funded entity and as such, generally, it does not maintain a commercial
liability insurance policy to cover premises liability. Damages for which the City of Fort Worth would be found liable would
be paid directly by the City of Fort Worth and not by a commercial insurance company. Within ten business days of receiving
actual notice of a claim that alleges liability of the Tenant, Landlord shall forward such notice of claim to the City of Fort
Worth, Risk Management Division, 200 Texas St., Fort Worth, Texas 76102.
NON -LIABILITY FOR CERTAIN DAMAGES
ARTICLE XIV.
14.1 Landlord and Landlord's agents and emplovees shall not be liable to Tenant for anv iniury to person or
damage to property caused by the Demised Premises or other portions of the Shopping Center becoming out of repair
or by defect or failure of any structural element of the Demised Premises or of anv equipment. pipes or wiring~ or
broken glass, or by the backing up of drains, or by gas, water, steam, electricitv or oil leaking, escaping or flowing into
the Demised Premises (except where due to Landlord's willful failure to make repairs required to be made by Landlord
hereunder, after the expiration of a reasonable time after written notice to Landlord of the need for such repairs), nor
shall Landlord be liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions
of other tenants of the Shopping Center or anv other persons whomsoever, excepting only duly authorized employees
and agents of Landlord.
14.2 Landlord shall not be liable to Tenant for losses due to theft, vandalism or burglarv, or for damages or
iniuries done by unauthorized persons to the Demised Premises or to anv person or property located in, upon, or
adiacent to the Demised Premises. Landlord is not obligated to provide securitv guards, equipment or services for the
Shopping Center. If Landlord elects to do so then such personnel and property will be furnished without any
representation, warranty or assurance whatsoever. In no manner is Landlord responsible for the safety and security
of Tenant, its emplovees, agents, customers, invitees and the property of such parties.
DAMAGES BY CASUALTY
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ARTICLE XV.
15.1 Tenant shall give immediate written notice to Landlord of any damage caused to the Demised Premises by fire or
other casualty.
15.2 In the event that the Demised Premises shall be damaged or destroyed by fire or other casualty insured, by
Landlord, under standard fire and extended coverage insurance and Landlord does not elect to terminate this Lease as
hereinafter provided, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair
the Demised Premises to substantially the same condition as delivered to Tenant and Tenant shall thereafter proceed with
reasonable diligence and at Tenant's sole cost and expense to rebuild and repair any leasehold improvements or other
alterations made by Tenant.
In the event: (a) the building in which the Demised Premises are located shall be destroyed or substantially damaged
by a casualty not covered by Landlord's insurance, (b) such building be destroyed or rendered untenable to an extent in excess
of fifty percent (50%) of the first floor area by a casualty covered by Landlord's insurance, or (c) the holder of a mortgage,
deed or trust or other lien on the Shopping Center or any part thereof at the time of the casualty elects, pursuant to such
mortgage, deed of trust or other lien to require the use of all or part of Landlord's insurance proceeds in satisfaction of all or
part of the indebtedness secured by the mortgage, deed of trust or other lien, then Landlord may elect either to terminate this
Lease or to proceed to rebuild and repair the Demised Premises. Landlord shall give written notice to Tenant of such election
within sixty (60) days after the occurrence of such casualty and, if it elects to rebuild and repair, shall proceed to do so with
reasonable diligence.
15.3 Landlord's obligation to rebuild and repair under this Article XV shall in any event be limited to restoring the
Demised Premises to substantially the condition in which the same existed prior to such casualty, exclusive of any alterations,
additions, improvements, fixtures and equipment installed by Tenant. Tenant agrees that promptly after completion of such
work by Landlord, Tenant will proceed with reasonable diligence and at Tenant's sole cost and expense to restore, repair and
replace all alterations, additions, improvements, fixtures, signs and equipment installed by Tenant and to re -open for business
in the Demised Premises.
15.4 Tenant agrees, that during any period of reconstruction or repair of the Demised Premises, it will continue
the operation of its business within the Demised Premises to the extent practicable. During the period from the occurrence of
the casualty until Landlord's repairs are completed, the Minimum Guaranteed Rental shall be reduced to such extent as may be
fair and reasonable under the circumstances and as agreed upon between the parties and the Minimum Guaranteed Rental shall
not begin to accrue again until Tenant is once again fully occupying the Demised Premises
. ►/ I IU ► 1 • �/ 1►I
ARTICLE XVI.
16.1 If more than thirty percent (30%) of the floor area of the Demised Premises should be taken for any public or
quasi -public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in
lieu thereof, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective on the
date physical possession is taken by the condemning authority.
16.2 If less than thirty percent (30%) of the floor area of the Demised Premises should be taken as aforesaid, this
Lease shall not terminate; however, the Minimum Guaranteed Rental (but not Percentage Rental) payable hereunder during
the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession
is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations
to make the remaining portions of the Demised Premises an architectural whole. Provided, however, that if the holder of a
mortgage, deed of trust or other lien on the Shopping Center or any part thereof at the time of the taking elects, pursuant to
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such mortgage, deed of trust or other lien to require use of all or part of Landlord's proceeds of taking in satisfaction of all or
part of the indebtedness secured by the mortgage, deed of trust or other lien, then Landlord may elect to terminate this Lease
instead of rebuilding or restoring the remainder of the Demised Premises.
16.3 If any part of the Common Area should be taken as aforesaid, this Lease shall not terminate, nor shall the rentals
payable hereunder be reduced, except that either Landlord or Tenant may terminate this Lease if the area of the Common Area
remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the
Shopping Center shall be less than seventy percent (70%) of the area of the Common Area immediately prior to the taking.
Provided, however, that if the holder of a mortgage, deed of trust or other lien on the Shopping Center or any part thereof at
the time of the taking elects, pursuant to such mortgage, deed of trust or other lien to require use of all or part of Landlord's
proceeds of such taking in satisfaction of all or part of the indebtedness secured by the mortgage, deed of trust or other lien,
then Landlord may elect to terminate this Lease. Any election to terminate this Lease in accordance with this provision shall
be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date possession is
taken by the condemning authority.
16.4 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Shopping Center,
Demised Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such
award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for Tenant's moving and
relocation expenses or for the loss of Tenant's fixtures and other tangible personal property if a separate award for such items
are made to Tenant.
ASSIGNMENT AND SUBLETTING
ARTICLE XVII.
17.1 Tenant shall not assign or in any manner transfer this Lease or any estate or interest therein, or sublet
the Demised Premises or any part thereof, or grant any license. concession or other right of occupancy of any portion
of the Demised Premises without the prior written consent of Landlord, as Landlord may elect in its sole discretion. In
the event that Landlord grants its consent to any such assignment or subletting, Tenant shall pay Landlord as consideration
for Landlord's granting such approval a fee equal to one month's Rental and other charges due under the Lease, the actual
receipt of which shall be a condition precedent to the efficacy of any such consent. Consent by Landlord to one or more
assignments or subletting shall not operate as a waiver of the Landlord's rights as to any subsequent assignments and subletting.
Tenant shall, as a condition to Landlord's evaluation of Tenant's requested transfer, submit to Landlord: (a) such current
financial statements and tax returns of the proposed transferee as Landlord shall require; (b) such current financial statements
and tax returns of the Tenant as Landlord shall require; and (c) a written summary of the proposed transferee's operational,
managerial and administrative experience related to the Permitted Use stated in Section 1.1(o). If Landlord grants its consent,
Landlord may condition such consent upon an amendment to this Lease requiring such modifications as Landlord deems
necessary, including modifications to Minimum Guaranteed Rental, Percentage Rental Rate, Breakpoint and Security Deposit.
As well, Landlord reserves the right to require additional collateral including execution of a Guaranty Agreement from such
Guarantor(s), in such form and containing such content as may be satisfactory to Landlord.
17.2 Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this
Lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance
with all of its other obligations under this Lease (even if future assignment or subletting occur subsequent to the assignment
or subletting by Tenant, and regardless of whether or not Landlord's approval has been obtained for such future assignment
and subletting). Moreover, in the event that the Rental due and payable by an assignee or sublessee (or a combination of the
Rental payable under such assignment or sublease plus any bonus or other consideration therefor or incident therein) exceeds
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the Rental payable under this Lease or if with respect to a permitted assignment, permitted sublease, or other transfer by Tenant
permitted by Landlord, the consideration payable to Tenant by the assignee, sublessee or other transferee exceeds the Rental
payable under this Lease, then the Rental payable under this Lease shall be increased to equal such additional sums, and Tenant
shall be bound and obligated to pay Landlord all such excess Rental and other excess consideration within ten (10) days
following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the case may be. Finally, in
any event of assignment or subletting it is understood and agreed that all Rentals paid to Tenant by an assignee or sublessee
shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or reduction of any
kind; and upon election by Landlord such Rentals shall be paid directly to Landlord as specified in Section 4.1 of this Lease
(to be applied as a credit and offset to Tenant's Rental obligations as so adjusted).
17.3 Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Demised Premises
without the prior written consent of Landlord.
17.4 In the event of the transfer and assignment by Landlord of its interest in this Lease or in the building containing
the Demised Premises to a person expressly assuming Landlord's obligations under this Lease, Landlord shall thereby be
released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord
for performance of such obligations. Any remaining security given by Tenant to secure performance of Tenant's obligations
hereunder shall be assigned and transferred by Landlord to such successor in interest, and Landlord shall thereby be discharged
of any further obligation relating thereto.
TAXES AND INSURANCE
ARTICLE XVIII.
18.1 Landlord acknowledges that Tenant is a tax-exempt governmental entity. To the extent any taxes are levied
against personal property and trade fixtures placed by Tenant in the Demised Premises, Tenant shall be liable. If any such
taxes for which Tenant is liable are levied against Landlord or Landlord's property and Landlord elects to pay the same or if
the assessed value of Landlord's property is increased by inclusion of personal property and trade fixtures placed by Tenant
in the Demised Premises and Landlord elects to pay the taxes based on such an increase, Tenant shall pay to Landlord upon
demand that part of such taxes for which Tenant is primarily liable hereunder.
18.2 Tenant shall pay to Landlord as part of the Additional Charges, described under Article I, 1.1 (k), Tenant's
Proportionate Share of all general real estate taxes, ad valorem taxes, franchise tax, margin tax and all other governmental
impositions, levies and charges of every kind and nature whatsoever, general and special, ordinary and extraordinary
(hereinafter collectively referred to as the "General Taxes") levied against the Shopping Center or paid by Landlord for each
real estate tax year, or pertaining to Rentals received by Landlord on account of its ownership of the Shopping Center (but
excluding federal income taxes), whether or not such General Taxes were or could have been secured by a lien upon the
Shopping Center. Tenant shall make such payment to Landlord as set out in Section 18.6 below. Such taxes, as part of the
Additional Charges, will be limited to an increase each year, of 5% of the previous year's Additional Charges on a cumulative
and compounding basis.
183 Tenant agrees that, as between Tenant and Landlord, Landlord has the sole and absolute right to contest taxes levied
against the Demised Premises and the Shopping Center (other than taxes levied directly against Tenant's personal property
within the Demised Premises). Additionally, Tenant, to the maximum extent permitted by law, hereby assigns to Landlord
any and all rights of Tenant to protest or appeal any governmental appraisal or reappraisal of the value of all or any portion of
the Demised Premises or the Shopping Center (including, without limitation, any rights set forth in §41.413 and §42.015 of
the Texas Property Tax Code, as such sections may be amended or supplemented from time to time). To the maximum extent
permitted by law, Tenant agrees that it will not protest or appeal any such appraisal or reappraisal before a governmental
taxing authority without the express written authorization of Landlord. EPIV
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18.4 Tenant shall pay to Landlord as additional Rentals, Tenant's Proportionate Share of all premiums for liability insurance,
fire and extended coverage insurance, flood insurance, and business interruption and/or loss of rents insurance, carried by
Landlord covering the Shopping Center (hereinafter referred to as the "Insurance Premiums") for each insurance term. Tenant
shall make such payments to Landlord as set out in Section 1.1(k) and Section 18.6 as part of the Additional Charges herein.
If the installment payments made for a given year are greater than Tenant's Proportionate Share of costs, Landlord shall credit
the amount of the excess to Tenant's next installment(s). If the installment payments made are less than Tenant's Proportionate
Share of costs, Tenant shall pay Landlord the difference within thirty (30) days after receipt of the statement as long as such
amounts do not exceed the 5% limit for that particular year under the Initial Term on a cumulative and compounding basis.
Tenant's proportionate share shall be defined as the percentage that GLA of the Demised Premises bears to the entire GLA of
the Shopping Center except as hereinafter provided. In determining Tenant's Proportionate Share of contribution for General
Taxes and Insurance Premiums, Landlord may exclude from the GLA of the Shopping Center those premises wherein the
tenant is not obligated to pay a pro-rata share of General Taxes and Insurance Premiums, but in that event, Landlord shall
deduct from the General Taxes and Insurance Premiums any amounts payable by such tenants specifically for items included
in the General Taxes and Insurance Premiums.
18.5 Landlord and Tenant release each other, and their respective authorized representatives, from anv claims
for damage to any person or to the Demised Premises and to the fixtures, personal property, Tenant's improvements
and alterations of either Landlord or Tenant in or on the Demised Premises that are caused by or result from risks
insured against under any insurance policies carried by the parties and in force at the time of any damage,
notwithstanding that any loss or damage may be due or result from the negligence of either of the parties or their
respective officers, emplovees, agents or other authorized representatives. THE RELEASE AND WAIVER
CONTAINED IN THIS SECTION 18.5 is cumulative with anv releases or exculpations which may be contained in
other provisions of this Lease and APPLIES EVEN TO A LOSS WHICH IS ATTRIBUTABLE TO THE
NEGLIGENCE OF THE PARTY HEREBY RELEASED (AND WITH RESPECT TO LANDLORD, ITS
PROPERTY MANAGER(S) OR ANYONE ELSE FOR WHOM LANDLORD MAY BE RESPONSIBLE);
HOWEVER, THIS RELEASE AND WAIVER SHALL NOT APPLY TO A PARTY'S WILLFUL WRONGDOING
OR GROSS NEGLIGENCE.
DEFAULT BY TENANT AND LANDLORD'S REMEDIES
ARTICLE XIX.
19.1 The following events shall be deemed to be events of default by Tenant under this Lease:
(a) Tenant shall fail to pay any installment of rent or any other obligations hereunder involving the payment of
money and such failure shall continue for a period of five days after the date due.
(b) Tenant shall fail to comply with any term, provision or covenant of this Lease, other than as described in
subsection (a) above or subsection (c) through (h) below, and shall not cure such failure within thirty (30)
days after written notice thereof to Tenant.
(c) Tenant or any guarantor of Tenant's obligations under this Lease shall become insolvent, or shall make a
transfer in fraud of creditors, or shall make an assignment for the benefit of creditors.
(d) Tenant or any guarantor of Tenant's obligations under this Lease shall file a petition under any section or
chapter of the National Bankruptcy Act, as amended, or under any similar law or statute of the United States
or any State thereof, or Tenant or any guarantor of Tenant's obligations under this Lease shall be adjudged
bankrupt or insolvent in proceedings filed against Tenant or any guarantor of Tenant's obligations under
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(e) A receiver or Trustee shall be appointed for the Demised Premises or for all or substantially all of the assets
of Tenant or any guarantor of Tenant's obligations under this Lease.
(f) Tenant shall desert or vacate or abandon or shall commence to desert or vacate or abandon the Demised
Premises or any substantial portion of the Demised Premises or shall remove or attempt to remove, without
the prior written consent of Landlord, all or a substantial value of Tenant's goods, wares, equipment,
fixtures, furniture, or other personal property, whether or not Tenant is current in its payment obligations.
Tenant shall conclusively be deemed to have vacated, abandoned or vacated the Demised Premises if Tenant
fails to move into or take possession within fifteen (15) days after the Commencement Date, or fails for a
period of ten (10) consecutive days to conduct its business therefrom (unless the Demised Premises are
untenantable).
(g) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises.
(h) Tenant shall violate Section 17.1 or 17.2 of this Lease.
19.1 Upon the occurrence of any such events of default, Landlord shall have the option to pursue the following
alternative remedies, in addition to recovering accrued and unpaid Rental and other charges plus interest thereon at
the highest non -usurious rate permitted by applicable law per annum and other damages:
(a) Landlord may terminate this Lease by written notice to Tenant, in which event Tenant shall immediately
surrender the Demised Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any
other remedy which Landlord may have for possession or arrearage in rent (including any administrative or late
charges or NSF fees which may have accrued pursuant to Section 4.3 of this Lease), enter upon and take possession
of the Demised Premises by forcible detainer or otherwise and expel or remove Tenant and any other person who
may be occupying the Demised Premises or any part thereof, by force if necessary, without being liable for
prosecution or any claim for damages therefore.
(b) Enter upon the Demised Premises by force if necessary without being liable for prosecution or any claim
for damage therefore and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to
reimburse Landlord on demand for any expenses which Landlord may incur in this effecting compliance with
Tenant's obligation under this Lease, and Tenant further agrees that Landlord shall not be liable for any damages
resulting to Tenant from such action, whether caused by negligence of Landlord or otherwise.
(c) A Security Deposit in the amount of $30,033.71 shall be held by Landlord without interest as security for
the performance by Tenant's covenants and obligations under this Lease, it being expressly understood that such
deposit is not an advance payment of rental or a measure of Landlord's damages in case of default by Tenant. Upon
the occurrence of any event of default by Tenant, Landlord may, from time to time, without prejudice to any other
remedy provided by law, use such fund to the extent necessary to make good any arrears of rent and any other
damage, injury, expense or liability caused to Landlord by such event of default and Tenant shall pay to Landlord
on demand the amount so applied in order to restore the security deposit to its original amount. If Tenant is not then
in default hereunder, any remaining balance of such deposit shall be returned by Landlord to Tenant upon termination
of this Lease providing Demised Premises is left in good condition (broom clean), with keys returned and repairs
made after Tenant's removal of sign.
(d) Any sums payable by Tenant pursuant to the provisions of this Article shall be due and payable unless
specifically provided elsewhere herein upon the demand of Landlord and such sums shall bear interest at an annual
simple interest of three percent above the United States Federal Reserve discount rate in effect at the time from the
date of such demand until paid.
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(f) If Landlord commences any proceedings for non-payment of rent (minimum rent, percentage rent or
additional rent), Tenant will not interpose any counterclaim of any nature or description in such proceedings.
This shall not, however, be construed as a waiver of Tenant's right to assert such claims in a separate action
brought by Tenant. The covenants to pay rent and other amounts hereunder are independent covenants and
Tenant shall have no right to hold back offset or fail to pay any such amounts for default by Landlord or
any reason whatsoever.
(g) The payment and acceptance of Rent(s) hereunder shall not be, or be construed to be, a waiver of any default
under, or breach of, any term, covenant, condition or agreement of this Lease, other than the failure of
Tenant to pay the particular Rent(s) so accepted.
(h) If Landlord accepts a partial payment for Rent(s) due, this acceptance does not constitute accord and
satisfaction or a waiver of the Landlord's right to the balance of the Rent(s) due as per this Lease.
NON APPROPRIATION; DEFAULT BY LANDLORD AND TENANT'S REMEDIES
ARTICLE XX.
20.1 This Lease or portions thereof shall terminate in the event that the governing body of Tenant shall fail to appropriate
sufficient funds to satisfy any obligation of Tenant hereunder. Termination shall be effective as of the last day of the fiscal
period for which sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever comes first_
20.2 If Landlord should be in default in the performance of any of its obligations under this Lease, Landlord shall have thirty
(30) days after receipt of written notice from Tenant specifying such default to cure such default; or if such default is of a
nature to require more than thirty (30) days to remedy, Landlord shall have the time reasonably necessary to cure it. No such
default shall entitle Tenant to any abatement or offset of rent, which Tenant shall continue to pay when due as provided herein.
If Landlord fails to cure such default within the thirty (30) days specified above, Tenant shall give Landlord a second written
notice. If Landlord fails to cure such default within the time specified in the second default notice (thirty (30) days), Tenant
may automatically terminate this Lease, receive immediate refund of Security Deposit and any proration of Rentals paid in
advance under terms of this lease, and Landlord and Tenant agree that each shall have no further obligation to each other.
HOLDING OVER
ARTICLE XXI.
21.1 If Tenant remains in possession of the Demised Premises after expiration, at no fault of Tenant or Landlord, of
this Lease and without the execution, at no fault of Tenant or Landlord, of a Renewal Term or new Lease, it shall be deemed
to be occupying the Demised Premises as a Tenant from day-to-day or month -to -month ("Holdover") as Landlord may elect,
at a Rental equal to the then Rental otherwise subject to all the conditions, provisions and obligations of this Lease insofar as
the same are applicable to a month to month tenancy. If Tenant consists of more than one person or entity, and if any of the
persons or entities comprising Tenant continue to occupy the Demised Premises after the expiration of the stated term hereof,
all other persons or entities comprising Tenant shall be deemed to have consented and such occupancy and shall continue to
be jointly and severally liable for all of the terms, covenants and conditions contained in this Lease during the holdover period.
SUBORDINATION; ATTORNMENT
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ARTICLE XXII.
22.1 Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing
or hereafter placed upon the Demised Premises or the Shopping Center, and to any renewals, enlargements, replacements, and
extensions thereof. Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed
of trust or other lien to this Lease with or without notice to Tenant; provided, however, notwithstanding that this Lease may
be (or made to be) superior to mortgage, deed of trust or other lien, the provisions of the mortgage, deed of trust or other lien,
relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary
conveyance by Landlord) and/or arising from insurance payable by reason of damage to or destruction of the Demised
Premises, shall be prior and superior to any contrary provisions contained in this Lease with respect to the payment or usage
thereof.
Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed
of trust or other lien hereafter placed upon the Demised Premises or the Shopping Center, and Tenant agrees upon demand to
execute such further instruments subordinating this Lease as Landlord may request; provided, however, that upon Tenant's
written request and notice to Landlord, Landlord shall use good faith efforts to obtain from any such mortgagee a written
agreement that the rights of Tenant shall remain in full force and effect during the term of this Lease so long as Tenant shall
continue to recognize and perform all of the covenants and conditions of this Lease. Inability of Landlord to obtain such
agreement shall not excuse Tenant's performance hereunder.
222 At any time when the holder of an outstanding mortgage, deed of trust or other lien covering Landlord's interest
in the Demised Premises has given Tenant written notice of its interest in this Lease, Tenant may not exercise any remedies
for default by Landlord hereunder unless and until the holder of the indebtedness secured by such mortgage, deed of trust or
other lien shall have received written notice of such default and a reasonable time for curing such default (being in no event
less than thirty (30) days) shall thereafter have elapsed.
22.3 In the event of a foreclosure of the property of which the Demised Premises are a part or other acquisition of such
property in lieu of such foreclosure, Tenant shall, upon request of such foreclosing or acquiring party (the "New Owner"),
nonetheless attom to and respect such New Owner as the then owner of the property and thereby entitled to all rights of
Landlord pursuant to this Lease, including, without limitation, the right to all rental payments.
ARTICLES XXIII and XXIV [RESERVED]
NOTICES
ARTICLE XXV.
25.1 Wherever any notice is required or permitted hereunder such notice shall be in writing. Any notice or document
required or permitted to be delivered hereunder shall be deemed to be delivered when actually received or refused by the
designated addressee, or if earlier and regardless of whether actually received or not, when deposited in the United States
Mail, postage prepaid, Certified Mail, Return Receipt Requested, addressed to the parties hereto at the respective addresses
set out in Section 1.1 (or at Landlord's option, to Tenant at the Demised Premises), or at such other addresses as they have
theretofore specified by written notice.
25.2 If and when included within the term "Tenant" as used in this instrument there are more than one person, firm or entity,
all shall jointly arrange among themselves for their j oint execution of such a notice specifying some individual at some specific
address for the receipt of notices and payments to Tenant. All parties included within the terms "Tenant," shall be bound by
notices and payments given in accordance with the provisions of this Article to the same effect as if each had received such
notice or payment.
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REGULATIONS
ARTICLE XXVI.
26.1 Landlord and Tenant acknowledge that there are in effect federal, state, county and municipal laws, statutes, orders,
rules, directives and regulations, as well as private deed restrictions, guidelines, covenants, conditions and restrictions
(collectively referred to hereinafter as the "Regulations") and that additional Regulations may hereafter be enacted, recorded
or go into effect, relating to or affecting the Demised Premises or the Shopping Center and concerning the impact on the
environment as well as means, type and sequencing of construction, land use, maintenance and operation of structures, conduct
and use of the Shopping Center and Demised Premises for business. Notwithstanding anything contained in this Lease to the
contrary, Tenant will not cause, or permit to be caused, any act or practice, by negligence, omission, or otherwise, that would
adversely affect the environment, or do anything or permit anything to be done that would violate any of the Regulations.
Moreover, Tenant shall have no claim against Landlord by reason of any changes Landlord may take in the Shopping Center
or the Demised Premises pursuant to the Regulations or any charges imposed upon customers or other invitees pursuant to
same as long as Landlord provides reasonable notice of the changes.
26.2 If by reason of any Regulations the payment to, or collection by, Landlord of any Rental or other charge
(collectively referred to hereinafter as "Lease Payments") payable by Tenant to Landlord pursuant to the provisions of this
Lease is in excess of amount (the "Maximum Charge") permitted therefor by the Regulations, then Tenant, during the period
(the "Freeze Period") when the Regulations shall be in force and effect shall not be required to pay, nor shall Landlord be
permitted to collect, any sum in excess of the Maximum Charge. Upon the earlier of (i) the expiration of the Freeze Period,
or (ii) the issuance of a final order or judgment of a court of competent jurisdiction declaring the Regulations to be invalid or
not applicable to the provisions of this Lease, Tenant, to the extent not then prescribed by law, and commencing with the first
day of the month immediately following, shall pay to the Landlord as additional Rental, in equal monthly installments during
the balance of the term of this Lease, a sum equal to the cumulative difference between the Maximum Charges and the Lease
Payments during the Freeze Period. If any provisions of this section, or the application thereof, shall to any extent be declared
to be invalid and unenforceable, the same shall not be deemed to affect any of the other provisions of this section or of this
Lease, all of which shall be deemed valid and enforceable to the fullest extent permitted by law.
ENVIRONMENTAL
ARTICLE XXVII.
27.1 For purposes of this Article, the following terms shall have the following meanings:
"Hazardous Materials" shall mean any substance the presence of which on the Demised Premises is regulated by any
Governmental Requirements (as hereinafter defined), including but not limited to (i) any "hazardous waste" as
defined by the Resource Conservation and Recovery Act of 1976 (45 U.S.C. Section 6901 et seg.), as amended from
time to time, and any regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. section 9601 et seq.)
("CERCLA" or "SunerFund"), as amended from time to time, and regulations promulgated thereunder; (iii) asbestos
and/or asbestos -containing materials; (iv) polychlorinated biphenyls; (v) any petroleum -based products; and (vi)
underground storage tanks, whether empty, filled or partially filled with any substance.
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"Governmental Requirements" shall mean all Regulations, rules, orders and decrees of the United States, the state,
the county, the city or any other political subdivision in which the Demised Premises is located and any other political
subdivision, agency or instrumentality exercising jurisdiction over the Tenant or the Demised Premises.
"Hazardous Materials Contamination" shall mean the contamination of the improvements, facilities, soil, ground
water, air, or other elements on, over or under the Demised Premises or Shopping Center by Hazardous Materials,
or the contamination of the improvements, facilities, ground water, air, or other elements on, over or under any other
property as a result of Hazardous Materials at any time emanating from the Demised Premises.
Tenant covenants that it has not, and agrees that Tenant shall not receive, store, dispose or release any Hazardous
Materials on or in the Demised Premises or Shopping Center, transport any Hazardous Materials to or from the Demised
Premises or Shopping Center or permit the existence of any hazardous Materials Contamination in or on the Demised Premises
or Shopping Center. If Tenant acquires knowledge of the presence of any Hazardous Materials or Hazardous Materials
Contamination on, under or in the Demised Premises or Shopping Center or of the transportation of any Hazardous Materials
to or from the Demised Premises or Shopping Center, Tenant shall give written notice to the Landlord immediately with a full
description thereof. Tenant agrees to comply with any and all Governmental Requirements requiring the removal, treatment
or disposal of Hazardous Materials or Hazardous Materials Contamination caused or aggravated directly or indirectly by the
Tenant, its owners, directors, officers, licensees, invitees and assignees, all at Tenant's sole cost and expense, and provide
Landlord with satisfactory evidence of any such compliance. If Tenant causes or aggravates (directly or indirectly) or
knowingly or negligently permits the receipt, storage, disposal or release of any Hazardous Materials or Hazardous Materials
Contamination on, under, over or in the Demised Premises or Shopping Center (except where caused by Landlord), Tenant
shall promptly remove, treat and dispose of such Hazardous Materials or Hazardous Materials Contamination and clean up
the affected property and provide the Landlord with evidence satisfactory to Landlord or such removal, treatment, disposal
and/or clean up. On termination or expiration of the Lease, Tenant will remove, in compliance with laws, all Hazardous
Materials.
ARTICLE XXVIII. RESERVED
MISCELLANEOUS
ARTICLE XXIX.
29.1 Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating
the relationship of principal and agent or of partnership or of joint venture between the parries hereto, it being understood and
agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parries
hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and
Tenant.
29.2 Tenant shall not for any reason withhold or reduce Tenant's required payments of Rentals and other charges
provided in this Lease, it being agreed that the obligations of Landlord hereunder are independent of Tenant's obligations
except as may be otherwise expressly provided. In this regard it is specifically understood and agreed that if Landlord
commences any proceedings against Tenant for non-payment of Rentals or any other sum due and payable by Tenant
hereunder, Tenant will not interpose any counter -claim or other claim against Landlord of whatever nature or description in
any such proceedings. If Tenant interposes any such counter -claim or other claim against Landlord in such proceedings,
Landlord and Tenant stipulate and agree that, in addition to any other lawful remedy of Landlord, upon motion of Landlord
such counter -claim or other claim asserted by Tenant shall be severed out of the proceedings instituted by Landlord and the
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proceedings instituted by Landlord may proceed to final judgment separately and apart from and without consolidation with
or reference to the status of such counter -claim or any other claim asserted by Tenant.
29.3 The liability of a parry to the other under this Lease shall be limited to actual and direct damages. In no event
shall a parry under this Lease be liable to the other for consequential or special damages, including but not limited to lost
profits.
29.4 Except as may be otherwise herein provided, in all circumstances under this Lease where prior consent or
permission of one ("first party"), whether it be Landlord or Tenant, is required before the other parry ("second party") is
authorized to take any particular type of action, the matter of whether to giant such consent or permission shall be within the
sole and exclusive judgment and discretion of the first party. It shall not constitute any nature of breach by the first party
hereunder or any defense to the performance of any covenant, duty or obligation of the second party hereunder that the first
party delayed or withheld the granting of such consent or permission, whether or not the delay or withholding of such consent
or permission was, in the opinion of the second party, prudent or reasonable or based on good cause.
29.5 One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed as
a waiver of subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any
act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or
approval of any subsequent similar act.
29.6 Whenever a period of time is herein prescribed for action to be taken by either party, the party with the duty to act
shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays
due to strikes, riots, acts of God, governmental restrictions enacted due to pandemics or epidemics, shortages of labor or
materials not reasonably foreseeable and generally applicable to the geographical area or industry at issue, war, governmental
laws, regulations, or restrictions enacted on or after the date of this Lease or any other causes of any kind whatsoever which
are beyond the reasonable control of the parry with the duty to act. Payment of rent or other monetary obligations are not
subject to extension or allowable delays by the application of the foregoing or any similar force majeure provisions. Prior to
exercising any remedies for default by Landlord, hereunder, Tenant must provide written notice of the
Landlord's default to the holder of any indebtedness secured by a mortgage, deed of trust, or similar security instrument and
provide the holder with a reasonable time for curing such default.
29.7 Tenant agrees that it will from time to time within ten (10) days after request by Landlord execute and deliver to
Landlord a statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the same is in full force and effect as so modified).
29.9 Nothing in this Agreement shall be deemed or construed to waive either parry's sovereign immunity.
29.10 THE LAWS OF THE STATE IN WHICH THE DEMISED PREMISES ARE LOCATED SHALL
GOVERN THE INTERPRETATION, VALIDITY, PERFORMANCE AND ENFORCEMENT OF THIS LEASE. IF
ANY PROVISION OF THIS LEASE SHOULD BE HELD TO BE INVALID OR UNENFORCEABLE, THE
VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS LEASE SHALL NOT BE
AFFECTED THEREBY. VENUE FOR ANY ACTION UNDER THIS LEASE SHALL BE THE COUNTY IN
WHICH RENTALS ARE DUE PURSUANT TO SECTION 4.1 AND SECTION 1.1 OF THIS LEASE.
29.11 The captions used herein are for convenience only and do not limit or amplify the provisions hereof.
29.12 Whenever herein the singular number is used, the same shall include the plural, and words of any gender shall include
each other gender.
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29.13 The terms, provisions and covenants contained in this Lease shall apply to, inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors in interest and legal representatives except as otherwise
herein expressly provided. Provided, however, that nothing herein shall authorize Tenant to assign or encumber this Lease or
sublease all or any portion of the Demised Premises without Landlord's prior written consent.
29.14 This Lease contains the entire agreement between the parties, and no agreement shall be effective to change,
modify, or terminate this Lease in whole or in part unless such is in writing and duly signed by the party against whom
enforcement of such change, modification or termination is sought. Landlord and Tenant hereby acknowledge that they are
not relying on any representation or promise of the other, or of the Agent or Cooperating Agent, except as may be expressly
set forth in this Lease.
29.15 Tenant has inspected and accepted the Demised Premises and deems it to be suitable for the type of business
to be conducted during the Lease Term and the Permitted Use. Landlord has made no warranty of condition or fitness
concerning the suitability of the Demised Premises for the Tenant's business.
29.16 This is a Lease of real property within a Shopping Center within the meaning of ' S365(b)(3) of the Bankruptcy
Code. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under
this Lease, whether or not expressly denominated as rent, shall constitute rent for the purposes of ' S502(b)(6) of the
Bankruptcy Code.
29.17 Landlord agrees that Tenant will have the right to audit the financial and business records of the Landlord that relate
to this Lease (collectively "Records") at any time during the Lease Term and for three (3) years thereafter in order to determine
compliance with this Lease. Notwithstanding anything to the contrary herein, this section shall survive expiration or earlier
termination of this Lease.
29.18 Tenant is a government entity under the laws of the State of Texas and all documents held or maintained by
Tenant are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked
Confidential or Proprietary, Tenant shall promptly notify Landlord. It will be the responsibility of Landlord to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Tenant, but by the
Office of the Attorney General of the State of Texas or by a court of competent jurisdiction.
29.19 This Agreement and the relationship created hereby shall be governed by the laws of the State of Texas. Venue
for any action brought to interpret or enforce the terms of the Agreement or for any breach shall be in Tarrant County, Texas.
2921 PATRIOT ACT REPRESENTATION. Landlord and Tenant each represent to the other that: (a) its property interests are
not blocked by Executive Order No. 13224, 66 Fed. Reg. 49079; (b) it is not a person listed on the Specially Designated
Nationals and Blocked Persons list of the Office of Foreign Assets Control of the United States Department of the Treasury;
and (c) it is not acting for or on behalf of any person on that list.
2922 This Lease consists of twenty-nine articles and 36 attached pages, including Exhibits A through D
(any space left blank will be deemed to have been completed with the word "none") and None guarantee(s). With the
exception of Article VI, in the event any provision of an exhibit or other attached page shall be inconsistent with a provision in
the body of the Lease, the provision as set forth in the exhibit shall be deemed to control.
[SIGNATURES ON THE FOLLOWING PAGE]
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TENANT:
CITY OF FORT WORTH, A HOME RULE
MUNICIPAL CORPORATIOON
le'
��By: Danaur a20Ny
Dana Burghdoff
Assistant City Manager
Date: Jan 13, 2023
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract,
including ensuring all performance and reporting
requirements.
Name:
Title: Assistant Director- Systemwide Services
Date: Jan 11, 2023
APPROVED AS TO FORM AND LEGALITY:
By:
Thomas Royce Hansen
Assistant City Attorney
Jan 12, 2023
Date:
4vvvuVL
od
ar,o '9d
ATTEST:
o&o aid
d
da°�bp OSbb
By: Jannette S. Goodall (Jan 13, 2023 09:50 CST)
Janette S. Goodall
City Secretary
Jan 13, 2023
Date:
Contract Authorization:
M&C: 2 2- 16 5 7
Form 1295: le-5
LANDLORD:
SV VEGAS TRAIL, LLC. A TEXAS LIMITED
LIAB 'E�u b�ANY
By: aaar�� ✓✓ u lea_.
Nathan P. Nash
Name:
Title: President
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 2C8BB123-Al CA-46F4-8957-24CB8A0285C4
Exhibit "A"
Vegas Trail Center
Site Exhibit
8600 Camp Bowie West
Blvd, Ft. Worth, TX
Suite 8636
10,843sf
r— State
Electric
Cowboy
Suite 8742 7,300 SF
Illilil Uil II III IIIIIIII111 �Iili III II ( illill IU IIlR1l�lilli 1[liMl
I11i111111 i1111111111111111[Hill Hill fill
._.. Suite 8742 T —
Suite 8744 _
IIII =
i
Suites 8604 (1,200sf) &
Suite 8622
3610 (11800sf)
1,290sf
=3,000sf
i
3.600,SF
Suite 8629
5,910s'
off.
cY�
ram'-
j
et
Ate 8632 OK el
3,00csf x O
�oN:q
Disclaimer
"This site plan is presented solely for the purpose of identifying the approximate location and size of the
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existing space. Site dimensions, access and parking areas, existing tenant torak§igand identities are subject
to change at the owner's discretion, except as is otherwise expressly restricm."
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EXHIBIT "B"
VEGAS TRAIL CENTER
Legal Description
Lots 1-R-1-A, 1-R-2 and 1-R-3 -R
Block 89
Western Hills Addition, Tarrant County, Fort Worth, Texas 76116
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EXHIBIT "C"
CONSTRUCTION AGREEMENT
(Contact) Tenant:
Telephone:
RE: Lease space commonly known as 8604-8636 Camp Bowie West Blvd., Ft. Worth, TX
LANDLORD'S WORK: Landlord, at his own expense, agrees to do the following:
1. Demo out existing demising walls in suites 8604-8628 (will leave existing restrooms)
2. Demo existing coolers and demising wall in Suite 8636
3. Add in ADA compliant stairs and ramps at the two grade level changes 4. Deliver adequate HVAC in good
working order per Tenant's specifications.
5. Deliver existing electrical and plumbing in good working order.
6. Add in a demising wall for suite 8636 (Western border of the space)
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TOGETHER WITH, the additional scope described below. This is based on the preliminary site plan below which is subject
to final approval:
PRELIMINARY SITE PLAN
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.Y&j Fil FA V 114 Wff-61-61 I d 1@ 1
Furnish and install interior partition- 3 5/8" metal studs 24." o� c- 864 LF
wi5f&' rock both sides, 10' for interior partitions
Furnish and install one sided partition, metal studs 24!' o- c-, wl 518" 338 LF
rack to fury exterior walls
Furnish and install 3 112" Batt insulation at offices and furred walls 9816 SF
Install only 3x4 interior window frame, allowance 12 E-A
Install only &'OxT�Ox4 7!8,redI frame 38 E-A
Install only '-'V0xT'0,x-I 3;A solid core pre finished birch door :38 E-A
Furnish and install wood blocking I LS
Remove and reinstall sheetrock for plumbing or electrical 1 LS
Furnish and install fibreglas reinforced panels (FRP) for restroom 10 SHTS
walls
Furnish and install grab bars 6 EA
Furnish and install restroom accessories, $1,500 Aillawance 1 LS
Furnish only doorstop
3-8 EA
Furnish only 4 -1!2x4 112 hinges
114 EA
Furnish only, ada lever privacy set
6 EA
Furnish only ada ]ever passage set
6 EA
Furnish on1v ada lever std lockset
26 EA
Furnish only panic device
4 EA
Furnish only 34x36 an -nor guard Dick plate
12 EA
Furnish only 3iQx7.10x4 7,18 redi frame
38 EA
Furnish only 310x7J0x1 314 solid core pre finished birch door
3-8 EA
GLAZING
Furnish and install 114" tempered glass at carried office windows
'144 SF
MILLWORK
Furnish and install upper and lower laminate cabinets with
28 LF
melamine interiors, ALLOWANCE
Furnish and instal] 24" deep laminate counter top with, 4" splash
38 LF
Furnish and install (5) high adjustable shelves on standards
92 LF
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ADDITIONAL SCOPE (CONTINUED)
ELECTRICAL
Demo, clean up electrical
Furnish and install single combined 800amp 2D8v 3ph electrical
service
Utilize existing panels and circuits where possible
Furnish and install 200 amp panel with breakers
Furnish and install battery back up emergency lights and exit lights
to code
Furnish and install power to restroam exhaust fan
Furnish and install power to water heater
Furnish and install 11 Ov outlets
Furnish and install ded- *1 10v outlet
Furnish and install 220v ded- outlet
Furnish and install LED flat panel 2x4 lay -in lights
Furnish and install fight sWitch and occupancy sensors
Furnish and install dedicate power to tenants modular- furniture
Furnish and install engineer sealed electrical drawings and
electrical permit
PLUMBING
Furnish and install supply waste and vent for breakroom and
service closet
Furnish and install 50 gal eiectric,,Aater heater
Furnish and install water closet
Furnish and install wall hung lavatory
Furnish and install floor mopiservice sink
Furnish and install floor drain
Furnish and install db1 compartment ADA ss breakroom sink
Furnish gas test
Furnish plumbing engineer sealed drawings, and permit
FIRE PROTECTION
Furnish and install tie in at bottom of existing sprinkler T1-qeF @ 50%
Furnish and install additional fire sprinkler riser from base of
existing at new T, at 50%
Furnish and install sprinkler main and branch lines for feed approx
24-000 s)T of office space at 50%
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Initials — TenantB Tenant: Landlord.
I LS
I LS
I LS
3 EA
1 LS
2 EA
2 EA
115 EA
10 E.A.
5 EA
215 EA
42 EA
8 LF
1 EA
1 EA
2 EA
2 EA
1 EA
4 EA
1 EA
1 E.A.
1 EA
1 LS
1 EA
I LS
DocuSign Envelope ID: 2C8BB123-AICA-46F4-8957-24CB8AO285C4
ADDITIONAL SCOPE (CONTINUED)
Furnish fire sprinkler design, submission, permits, and eventual 1 EA
inspections at 50%
Furnish and instal] fire alarm expansion designed and installed at LS
50%
Furnish fire alarm design, submission, permit, and eventual 1 LS
inspections at 50%
Furnish and install fire extinguisher at 50% -1 LS
SAW CUTMEMOiCONCRETE
Saw cut for new plumbing 150 SF
Form and place 3000psi concrete 150 SF
FINISHES
Tape, bed. sand, and paint new drywall
21693 SF
FLOORINGiBASE
Furnish and install floorfill
-1 LS
Furnish and install 4" rubber base
2416 LF
Furnish and install carpet tile, ALLOVIANCE S24jYD
2333 SF
Furnish and install '118 vct
3000 SF
GENERAL CONDMONS
Additional Pen -nit and permit drawing costs
1 LS
International Energy Conservation Code, review and inspections
I LS
Additional Texas Accessibility Standards, TDLR-TAS, Registration,
1 LS
Submission, Review and Inspections
Additonal Temporary protection
1 LS
Additonal Haul Debris
3 EA
Equipment rental, portable toilet
1 LS
Equipment rental, lift
-1 LS
Equipment rental, skid steer
1 LS
Supervision, clean up, rubbish, and final clean
1 LS
DS
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Initials — Ten Tenant: Landlord.
DocuSign Envelope ID: 2C86131 23-Al CA-46F4-8957-24CB8AO285C4
ADDITIONAL SCOPE (CONTINUED)
DEMO[DRYWALLIACOUSTIC
Demo ceiling tile and grid loose from existing demising walls to be 4403 SF
removed or to saw cut tilt .%;a] I
Demo ceiling life and grid to construct new demising wall 1640 SF
Furnish and in -stall demising partition , 6" metal studs 16" o-c- wi 164 LF
5.f8" rock one sidew'M Insulation, 2-0'Wall to be closed bar new
adjacent tenant
Furnish and install 2x4 Jay -in ceiling, grid and tile std- at suites 9373 SF
3622, 8628 and rear of 13636
Furnish and install 2M, lay -in ceiling., grid and tile std.to replace 6043 SF
ceiling removed for demolition
Demo demising partition 14-16' 120 LF
Demo demising parttion 20'+1- 162 LF
Demo door and frame 6 EA
Demo and remove coolers and walk Ins I LS
SAW CUTID EMOICON CRETE
Saw cut and demo 8" concrete tin all , (2) 20'x 10' 2 EA
Saw cut and demo 5"-6" concrete for ramps and stairs, footings 360 SF
Furnish, place and finish concrete to fill and level voids at 8628, old 5817 SF
Spring Creek
Form and place 3000psi concrete ramp, 35" rise I EA
Form and place 30,00psi concrete stairs at 35" rise 1 EA
Form and place 3000 ps] concrete ramp at 61 " rise 1 EA
Form and place 3000psi concrete stairs at 61" rise 1 EA
ELECTRICAL
Electrical applicable allowance -1 LS
Furnish and install power to roof top a1c unit 12 EA
1W. FJTTWI
FNIAC applicable allowance 11 LS
HVAC demo as required 1 LS
Furnish and install and install newv 7-5 ton roof top package unit, -12 EA
gas heat new roof curbs, duct smoke detectors and economizers
DS
A1PN
Initials — TenantpB Tenant: Landlord: EN
DocuSign Envelope ID: 2C8BB123-AICA-46F4-8957-24CB8A0285C4
ADDITIONAL SCOPE (CONTINUED)
Furnish and install duct.voflk, supply and return grilles 1 LS
Furrifshand install restroom exhaust fans 4 EA
Furnish engineer sealed drawings and hvac permit 1 LS
FZTU Production Stopped to re -tool for new energy codes- 12 EA
Anticipated 7-5 ton price increase $759-67 ea
PLUMBING
Plumbing applicable allowance 1 LS
Furnish and install sanitary sewer connection 1 EA
Fumlsh and install connect to domestic water -1 EA
Furnish and install connect to vent through roof
4 EA
Furnish and -install gas line for single service and connections to
475 LF
H'VAC units
FIRE PROTECTION
Separate and cap fire sprinkler sVstern and remove along demising
1 LS
wall
Furnish and install tie In at bottom of existing sprinkler riser at 50%'
1 LS
Furnish and install additional fire sprinkler riser from base of
1 LS
existing at new T, at 50%
Furnish and install sprinkler main and branch lines for feed approx
1 LS
24,000 s1 of office space at 50%
Furnish fire sprinkler design, submission, permits, and eventual
-1 EA
inspections at 50%
Furnish and install fire alarm expansion designed and installed at
1 LS
501%
Furnish fire alarm design, submission, permit, and eventual
-1 EA
inspections at 50%
Fumisti and install fire extinguisher at 50%
1 LS
ROOFING
Install on1'V a,'c roof curb, 7-5 ton
12 EA
Furnish and install pitch pans
24 EA
Install only vent flashings
4 EA
Patch at old RTU units
7 EA
Patch at old roof top grease and make up air fans
4 EA
DS
AIPAI
N
Initials - TenantEB Tenant: Landlord:
DocuSign Envelope ID: 2C8BB1 23-Al CA-46F4-8957-24CB8A0285C4
ADDITIONAL SCOPE (CONTINUED)
Tape, bed, sand, and paint new drywall 3800 SF
Fire tape, fire caulk drywall 1280 SF
Repair and repaint existing vw-alls 9792 SF
Paint door and frame 10 EA
Prime and paint ramp and stair hand rails 304 LF
METALS
Furnish and install code complaint hand rail at steps and ramps 304 LF
FLOORINGfBASE
Demo existing flooring, 8636 10574 SF
GENERAL CONDITIONS
Permit and permit drawings 1 LS
International Energy Conservation Code, review and inspections I LS
Texas Accessibility Standards, TDLR-TAS, Registration, -1 LS
Submission. Review and Inspections
Temporary protection I LS
Haul Debris 5 EA
Equipment rental, portable toilet 1 LS
Equipment rental, lift I LS
Equipment rental, skid steer 1 LS
Supervision, clean up, rubbish, and final clean 1 LS
DS
LNPN
W�N
Initials, - Tenant- D Tenant: Landlord:
DocuSign Envelope ID: 2C8136123-A1CA-46F4-8957-24CB8A0285C4
VEGAS TRAIL CENTER, FORT WORTH, TEXAS
SIGN CRITERIA
The following sign criteria have been established to assist tenants in complying with Exhibit "E", Article XI
of their lease. These basic standards have been established to govern the design, fabrication, and installation
of tenant signs in the Vegas Trail Center at 8600, 8650 and 8744 Camp Bowie West Blvd. in Fort Worth,
Texas. Exceptions to these standards must be granted by management representative.
The sign standards are intended to afford all tenants with effective visual identification, both
day and night; and to protect against inappropriate signage, sign materials and colors have
been selected to harmonize with and compliment the buildings, and to aid in creating a proper
atmosphere in the center.
2. All signs must comply with the requirements of Chapter XXIII of the current edition of the
Southern Standard Building Code, and with all currently applicable ordinances of the City of
Fort Worth.
This exhibit, together with the accompanying drawings, should be given to your sign
company to serve as a guide in preparing their designs. Please inform your sign fabricator
that he must submit four (4) copies of his sign design for review and approval by the Center's
Architect:
SV Vegas Trail, LLC
c/o Quine & Associates, Inc.
301 South Sherman Street, Suite 100 Richardson, TX 75081
Attention: Property Manager
Review and approval will be based upon sign content, attractiveness of design, and
appropriateness and harmony with overall appearance of the Vegas Trail Center.
4. Tenants and their sign companies shall be held liable, and shall bear all costs incurred for
removal or correction of signage not complying with these sign criteria, and shall bear all
costs for repair of damage to buildings resulting from sign installation, correction, or removal.
The sign criteria are divided into two parts -- "Facade Signage" and "Under Canopy Signage".
Facade signage pertains to illuminated signs for tenant identification located on the facade of
the canopy fronting the center. Under -Canopy Signage pertains to illuminated signage
beneath the canopy soffit.
PART ONE -- FACADE SIGNAGE:
The wording of signs shall be limited to the store names only.
EAIPAJ
Initials - Tenant: o Tenant: Landlord:
DocuSign Envelope ID: 2C8BB123-A1CA-46F4-8957-24CB8A0285C4
2. The use of corporate crests, symbols, shields, insignias, and logos, if related directly to the
store name, will be considered only in special cases. If approved, size and construction
must conform exactly to requirements for letters.
3. The maximum permitted vertical height for sign letters, including punctuation marks and
descending strokes on lower case letters shall be thirty-six inches (36") overall. Under no
circumstances will any portion of sign letters be permitted to overlap upper or lower borders
of canopy fascia. This criteria shall be applicable to all new leases and lease renewals of
present tenants.
4. Sign letters shall be fabricated of No. 063GA. or heavier steel sheets -- sheet metal bronze.
Letters faces shall be 3/16" or thicker plexiglass secured to letter body with 3/4" plastic or
metal trim molding. Molded plexiglass or approved fire resistant plastic letters with internal
illumination may be substituted for metal bodied letters. Metal bodied letters should be
illuminated from interior.
5. Letters shall be internally illuminated maximum up to two parallel rows. If letters exceed
24", they should have 15MM white neon or LED tubing. If below 24", illuminate with
single strip neon or LED.
6. All sign wiring shall be installed in hot dip galvanized standard weight threaded steel
conduit, or in hot dip galvanized weatherproof steel raceways. All fittings, boxes,
connectors, etc. shall be hot dip galvanized. Plastic conduit materials will not be permitted
in locations exposed to weather. Conduits and raceways shall contain wiring only.
Transformers may be located behind the fascia in weatherproof galvanized enclosures
supported free of canopy roof surface. Wiring conduits or raceways may be mounted on
the back side of the fascia, or may be located on the canopy roof if permanently supported
free of roofmg surface. Penetrations through masonry walls for sign wiring shall be held to
a minimum number and size, and all openings shall be effectively and permanently
waterproofed.
7. Facade sign letters shall be mounted on canopy fascia panels, centered vertically in fascia
space, and shall be securely anchored at horizontal anchorage stringers only. All screws,
bolts, spaces, and the fastening devices shall be of non-ferrous materials.
8. Maximum length of sign can be up to 75% of frontage.
9. Letter Styles no more than 36" in height and 2" spacing.
10. Can:
White background 713 8
Brown background 2418
Red background 2793
Black background 2025
Letter:
DS
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Initials - Tenant: oD Tenant: Landlord:
DocuSign Envelope ID: 2C8136123-Al CA-46F4-8957-24CB8A0285C4
White W7138 with white 6500 neon or LED
Red 2415 with red neon or LED
Ivory 2146 4500 white neon or LED
Trim around letters -- Bronze trim cap
White background 713 8
Red background 2993
Black 2025
Brown 2418
PART TWO -- UNDER -CANOPY SIGNAGE:
1. Under -canopy signage shall be in the form of illuminated panels suspended from or
mounted to the canopy soffit.
2. Under -canopy signs will be restricted to shape. The overall dimensions shall not exceed
12" in height nor 48" in length. No portion of any under -canopy sign may extend lower
than 9 "0" above the sidewalk surface.
3. Tenants occupying spaces with single frontage will be permitted one under -canopy sign
located as near the centerline of the leased frontage as possible. Tenants occupying spaces
with frontage on two or more sides of the building will be permitted one under -canopy sign
for each frontage. Sign locations shall be either at centerline of frontages, or at the center
of store entrances.
4. Illuminated signs shall be internally illuminated with neon, LED or fluorescent lamps. Sign
bodies shall be formed of No. 18 GA. or heavier steel sheets, either stainless steel, or baked
enamel finish. Illuminated panels shall be 3/16" or thicker plexiglass, with painted or
applied letters or designs.
5. Under -canopy signs shall be attached to, or suspended from canopy soffit. Anchorage shall
be made by use of toggle bolts through plaster canopy soffit in manner to securely and
permanently support the signage. All screws, bolts, spacers, other fastening devices shall
be of stainless steel or non-ferrous materials.
6. Originality and attractiveness of appearance of under -canopy signage is encouraged.
PART THREE -- GENERAL:
1. Clean-up. All trash and debris will be removed from job site.
2. Inspection. Before final approval of sign installation, the Property Manager shall inspect the
work for compliance of all the above requirements.
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Initials - Tenant: DB Tenant: Landlord:
DocuSign Envelope ID: 2C8BB123-A1CA-46F4-8957-24CB8A0285C4
PART FOUR -- WINDOWS AND DOORS:
A. Painted Window and Door Signs:
Painted on no longer than 36" in length and 12" in height with the white letters only. Sibs
will be restricted to the business name only. Hours of operation can be no longer than 12"
in length an 6" in height. Signing must be done by professionals.
2. Must be regularly cleaned and maintained.
B. Display Signs:
Seasonal decoration for minor holidays, i.e. Back -to -School, Easter, 4th of July, etc. may
be installed two weeks prior to date of holiday or promotional period, and must be removed
within one week of date of holiday or promotional period. Seasonal decoration for major
holiday, i.e. Christmas, may begin at Thanksgiving and remain through January 1 if tied in
with New Year's window, and then must be changed within one week.
2. Sibs may be suspended or displayed on an easel only. Signs may not be taped to windows
or window frames.
3. Security bars must be approved by management representative.
4. The following are the recommended sizes of signs which may be used for window displays:
5x7, 11 x14, 14x24,22x28.
5. Total signing in windows may not exceed more than 10% of total window space, i.e. length
x width - square feet x 10% - maximum signage allowable.
6. Sib must be professionally printed.
7. No flashing lights of any type may be used in the window for display.
a'DS
A/PN
Initials - Tenant: oD Tenant: Landlord:
DocuSign Envelope ID: 2C8BB123-A1CA-46F4-8957-24CB8A0285C4
EXHIBIT ` E"
COMMENCEMENT DATE MEMORANDUM
THIS MEMORANDUM is made as of by and between SV Vegas Trail, LLC ('Landlord") and
The City of Fort Worth ("Tenant").
Recitals:
WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement dated (the 'Lease")
for certain leased premises (the 'Leased Premises") located at 8604-8636 Came_ Bowie West Blvd . FortWorth.
Texas 76116.
WHEREAS, Tenant and Landlord agree the construction improvements are completed and approve of the
final condition of the Leased Premises.
WHEREAS, Tenant is in possession of the Leased Premises and the Term of the Lease has commenced.
WHEREAS, Landlord and Tenant desire to enter into this Memorandum confirming the Commencement
Date, the expiration date of the Term, and other matters under the Lease.
NOW THEREFORE, Landlord and Tenant agree as follows:
1. The actual Commencement Date is
2. The actual Expiration Date is
Capitalized terms not defined herein shall have the same meaning as set forth in the Lease.
LANDLORD:
SV Vegas Trail, LLC,
a limited liability corporation
By:
Name:
Title:
Date:
TENANT:
City of Fort Worth
a home rule municipal corporation
Dana Burghdoff
Assistant City Manager
Date:
Ds
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Initials - Tenant: Ds Tenant: Landlord:
Icial site,o e .i .o 0 o exas
C..,s
'G .' N r..CIL AAR `i,, N ti, ,4, FoRTWORTH
l:,>
DATE: 12/13/2022 REFERENCE NO.: **M&C 22-1057 LOG NAME:
CODE: L TYPE: CONSENT PUBLIC
HEARING:
21CAMP BOWIE
LIBRARY LEASE
NO
SUBJECT: (CD 3) Authorize the Execution of a Lease Agreement with SV Vegas Trail, LLC, for
Approximately 24,043 Square Feet of Space in Suites 8604, 8610, 8622, 8628, 8632 and
a Portion of 8636 Camp Bowie West Blvd, Located in Vegas Trail Center, Fort Worth,
Texas, 76116 to Relocate the Current Downtown Back Office Library Staff and Book
Storage and Distribution Functions
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a lease agreement with SV Vegas
Trail, LLC, for approximately 24,043 square feet of space in suites 8604, 8610, 8622, 8628, 8632 and
a portion of 8636 Camp Bowie West Blvd, located in Vegas Trail Center, Fort Worth, Texas, 76116 to
relocate the current downtown back office library staff and book storage and distribution functions.
DISCUSSION:
Due to the pending sale of the City of Fort Worth downtown library, the Library Department (Library)
will be required to relocate staff for 10 divisions including materials storage, processing and
distribution to another location.
Through an extensive search, the Property Management Department (PMD) located a property,
owned by SV Vegas Trail, LLC (Owner), that consists of approximately 24,043 square feet of available
space in suites 8604 - 8636, along with adequate parking and truck loading dock, in the Vegas Trail
Center at Camp Bowie West Boulevard (Premises) that meets the Library's needs.
PMD and Owner, with approval of the Library, have agreed on the following lease terms:
Term:
Primary Term: Ten (10) years.
Renewal Term: Two (2) successive five (5) year renewal terms.
Dates:
Estimated Effective Date: January 1, 2023
Estimated Commencement Date: July 1, 2023
The period between the Effective Date and Commencement Date is when Tenant Improvements
will be completed. During this period, Tenant is not responsible for paying base rent or addtional
expenses, only utilities for the Premises.
Base rent:
Years 1 - 5: $24,463.75 per month upon Commencement Date.
Years 6 - 10: $26,910.13 per month
Rent for any renewal term will be at the then current market rate. Renewals are at the Library's
discretion.
Additional Expenses to be paid by City:
Expenses for property insurance, real estate taxes and common area maintenance for the Premises
(Additional Expenses) are approximately $2.80 per square foot for the first year under the term.
All Additional Expenses increase throughout the term and the Common Area Expenses are capped
at 5\% from the prior years Additional Expenses under the term. For the first year, the City will
pay $66,839.52 in Additional Expenses.
Tenant Improvements:
Landlord, at their expense, will deliver the space with building systems in good working order and
build out ready.
Landlord has agreed to perform certain improvements to the Premises to the Library Department's
specifications prior to the beginning of the term. It is estimated such build out will cost the
Landlord approximately $530,000.00 which has been factored into the base rent amount being
charged to the City.
Funding is budgeted in the Other Contractual Services account within the Library Department's
General Fund, as appropriated.
This property is located in COUNCIL DISTRICT 3.
FISCAL INFORMATIONICERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously
appropriated, in the General Fund to support the approval of the above recommendation and
execution of the lease agreement. Prior to any expenditure being incurred, the Library
Department 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
Department Account Project
Fund ID ID
Submitted for Citv Manaqer's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
Program Activity Budget
Year
Dana Burghdoff (8018)
Steve Cooke (5134)
Mark Brown (5197)
Lisa Alexander (8367)
Reference # Amount
(Chartfield 2)