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HomeMy WebLinkAboutContract 59198CSC No. 59198 OFFICE LEASE AGREEMENT THIS OFFICE LEASE AGREEMENT (this "Agreement") has been entered into on the 27th day of March, 2023, by and between AMERICAN AIRLINES, INC., a Delaware corporation (herein referred to as "Lessor") and the CITY OF FORT WORTH, TEXAS, a Texas home rule municipality (hereinafter referred to as "Lessee"), to commence on April 3, 2023 (the "Commencement Date"). WHEREAS, Lessor owns buildings generally known as the American Airlines Headquarters (the "Building;") located at 1 Skyview Drive, Fort Worth, Texas 76155, together with its related improvements including a certain parking facility situated thereon ("Parking Lot"); and WHEREAS, Lessee desires to use and occupy a conference room in the Building and Parking Lot more particularly described on Exhibit A attached hereto and made a part hereof (the "Premises") for the Permitted Use (defined below), and Lessor has agreed to grant such right to Lessee on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. LEASED PREMISES. For and in consideration of the covenants and agreements as expressed herein, Lessor hereby grants to Lessee use of the Premises for the Permitted Use (defined below), subject, however, to the terms and conditions hereinafter stated, (i) the right of ingress and egress to and from the Premises through the common areas of the Building, as same are from time to time configured (collectively, the "Common Areas") and (ii) the right in connection with the use and occupancy of the Premises to park vehicles on the Parking Lot on an unreserved basis. Use and occupancy of the Premises shall be made available to Lessee on the Commencement Date. 2. TERM. The term shall begin on the Commencement Date and shall continue for a term of 36 months thereafter, which will automatically renew and continue in full force and effect for successive periods of one (1) year, unless either party elects to terminate the Agreement in accordance with the provisions herein or is terminated earlier as permitted by this Agreement ("Term"). 3. HOLDOVER. Unless terminated earlier pursuant to the terms herein, this Agreement will expire without further notice upon the expiration of the last renewal after either party provides written notice of their intent to terminate this Agreement in accordance with the terms herein. Any holding over by Lessee after the last renewal expires will not constitute a renewal of the Agreement or give Lessee any rights under the Agreement in or to the Premises, except as a tenant at will on a month to month basis. 4. CONSIDERATION. Lessor recognizes, as consideration for leasing the Premises to Lessee, that FWPD maintaining a presence on the Premises will promote safety not only on the Premises but throughout the community as a whole. Lessor also recognizes that this Agreement in no way obligates Lessee to provide any services in any form to Lessor. Lessor and Lessee expressly agree and stipulate that this Agreement is based on valuable consideration and an exchange of promises that will be independently beneficial to both parties and that, as a condition precedent to executing this Agreement, the consideration is valuable and sufficient and that neither party shall be able to assert otherwise in the event of litigation. Nothing herein shall constitute an obligation of City of Fort Worth funds. OFFICIAL RECORD CITY SECRETARY American Airlines, Inc & City of Fort Worth Lease Agreement FT. WORTH, TX 5. INSPECTION AND ACCEPTANCE OF PREMISES. Lessee acknowledges that Lessee has inspected the Premises and accepts the Premises, Parking Lot, and the Common Areas in their "as is" condition, with all faults. Lessee, for itself and for Lessee's agents and employees, hereby waives any implied or express warranties of habitability, suitability, merchantability, quality, condition, or fitness for a particular purpose with respect to the Premises, the Building, and the Parking Lot. Lessor has no construction obligations with respect to the Premises or the Common Areas and the Premises and Common Areas are suitable to be used for their intended purpose. Lessee will make no alterations or improvements to the Premises without the prior written consent of Lessor. 6. SIGNAGE. Lessee shall not use other signs or displays in or about the Parking Lot, Building, or Premises except as may be approved by Lessor. 7. SERVICES. Lessor shall use commercially reasonable efforts to furnish Lessee with (i) water (hot and cold) at those points of supply provided for general use of Lessee and occupants of the Building, (ii) heated and refrigerated air-conditioning at such temperatures, at such times, and in such amounts as are reasonably considered by Lessor to be standard, (iii) janitorial service to the Premises in accordance with Lessor's standards therefor on weekdays other than holidays for Building -standard installations (Lessor reserves the right to bill Lessee separately for extra janitorial service required for non-standard installations and/or janitorial services requested by Lessee that are more frequent or intensive than the services considered standard for this Building by Lessor, if Lessor elects to provide any such extra janitorial services), (iv) replacement of Building -standard light bulbs and fluorescent tubes, and (v) a terminal or, where applicable, wireless access, for Lessor's connection to an internet service provider, provided that Lessee shall be responsible for arranging internet service with an outside provider and for providing for any further information technology hardware and services used in connection with its use of the Premises. All services must be conducted in accordance with Section 14 of this Agreement. 8. USE OF LEASED PREMISES. Lessee agrees to use the Premises exclusively for police department administrative activities related to public safety and law enforcement ("Permitted Use") and for no other use. Lessee and Lessee Parties agree to use the Parking Lot, Building, Premises, and Lessor's surrounding property and maintain the Premises in accordance with any laws, orders, ordinances, regulations and requirements of Federal, State, county and municipal authorities. Lessee shall not permit any party other than itself and its employees to use or occupy the Premises, or the Common Areas without the prior written consent of Lessor. During the Term, Lessee may access the Premises on a 24-hour per day basis so long as Lessee and all of Lessee's employees, agents, contractors and invitees that Lessor has provided such written consent to use or occupy the Premises or the Common Areas (collectively, the "Lessee Parties") are at all times in compliance with the requirements of the provisions of this Agreement. 9. DAMAGE. The use of the Premises and exercise of any other rights granted to Lessee and/or its employees, agents or representatives will be at the sole risk of Lessee and Lessor will have no liability for any injury to person, loss or damage to property, or loss or damage incurred by Lessee in connection with such use. Lessor shall not be responsible for any damage to Lessee or Lessee Parties or their respective property arising from (i) any accident, injury or damage occurring in the Premises, (ii) any default by Lessee under this Agreement, (iii) Lessee's occupancy of the Premises, (iv) any fire, theft, water, bursting pipes, weather or acts of God, or (v) acts or omissions of other occupants or users of space in the Building. W American Airlines, Inc & City of Fort Worth Lease Agreement 10. INSURANCE. Lessor agrees to insure the Premises. Such insurance shall provide protection for liability, fire and casualty, and property damage for the property owned by the Lessor, situated at, and including, the Premises. Verification of this coverage shall be provided to Lessee prior to the execution of this Lease. Lessee assumes no liability or financial obligation for the acquisition or maintenance of such insurance; all costs incurred during the course of insuring the Premises shall be borne solely by the Lessor. Lessee is a self -insured entity and as such, generally, it does not maintain a commercial liability insurance policy to cover premises liability. Damages for which Lessee would ultimately be found liable would be paid directly and primarily by Lessee and not by a commercial insurance company. 11. DEFAULT BY LESSEE. Upon notification by Lessor the following events shall be deemed to be an "Event of Default" by Lessee under this Agreement: (a) Lessee shall fail to pay any Monthly Rental installments within five (5) days of the due date or Lessee shall fail to comply with any other term, provision, condition or covenant of this Agreement and shall not cure such failure within twenty (20) days following written notice thereof to Lessee; (b) Lessee shall desert, abandon, or vacate the Premises; (c) Lessee or Lessee Parties are in violation of any requirement of Section 7 "Use" governing Lessee's use of the Premises and such violation is not remedied within five (5) days following written notice thereof to Lessee. 12. TERMINATION FOR CAUSE. Upon the occurrence of any such Event of Default, Lessor shall have the option to do any one or more of the following by giving the other party at least 10 days' prior written notice, in addition to and not in limitation of any other remedy permitted by law or by this Agreement: (i) Terminate this Agreement for cause by giving notice to Lessee in which event Lessee shall immediately surrender the Premises and Lessee Parties shall vacate the Premises; (ii) take possession of the Premises by changing the locks, terminating Building access cards, terminating services to Lessee and removal of Lessee's property from the Premises, subject to compliance with all CJIS requirements identified herein, without being liable for prosecution or any claim of damages; and/or (iii) impose limitations on the Lessee Parties' access to and use of the Premises as Lessor, in its sole discretion, deems reasonable. (ii) hi addition to the termination rights of Lessor set forth in this Section, either party may terminate this Agreement at any time, without cause, by giving the other party at least 30 days' prior written notice. Upon termination of this Agreement, Lessee will be liable for all rentals to be paid during the remaining Term plus any costs incurred by Lessor in effecting the removal of Lessee and its property and any other damages incurred by Lessor. 13. TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement, without cause, after providing the other party thirty (30) days written notice of its intent to terminate the Agreement in accordance with the notice provision herein. 14. SURRENDER OF PREMISES. Upon the termination of the Agreement, Lessee shall deliver the Premises to Lessor free and clear of damage (ordinary wear and tear excepted), together with all keys and Building access cards held by Lessee, and Lessor will have the right to re-enter and resume possession of the Premises. If Lessee fails to deliver the Premises in the required condition, Lessor may make all repairs as reasonably necessary, to be paid by Lessee after negotiating such costs with Lessor and being subject to Lessee's City Council approval. All property left in the Premises by Lessee and not retrieved by Lessee within 30 days of surrender shall be deemed abandoned and American Airlines, Inc & City of Fort Worth Lease Agreement Lessor may either declare the same to be the property of Lessor or, at the sole cost of Lessee, remove and store and/or dispose of the same without incurring liability to Lessee or any other party. 15. ACCESS & RIGHT OF INSPECTION. The parties acknowledge and understand that the Premises contains one or more areas where Criminal Justice Information Services ("CJIS") protected data is viewed, modified, and used. Furthermore, the parties acknowledge that federal and state law set forth the access requirements for CJIS protected data. The parties agree to comply with all federal and state law requirements regarding access to CJIS protected data and recognize the following: a. Access to the Premises granted to Lessor or any of Lessor's agents, contractors or subcontractors pursuant to this Agreement shall only be permitted if escorted by a Lessee employee with required CJIS credentials at all times while on Premises. Additionally, access to the Premises must be secured via key card access to ensure only CJIS certified Lessee personnel have access to the Premises. b. Lessor reserves the right to enter upon the Premises at all reasonable times for the purpose of inspecting the Premises, provided that such entry does not conflict with Lessee's rights hereunder and this Section 15 herein. Lessee shall make a representative with the required CJIS credentials available immediately upon request of Lessor. 16. NO SUBLEASE OR ASSIGNMENT. Lessee shall not assign its rights under this Agreement without the prior written consent of Lessor. Any occupancy or use arrangement or assignment made without the prior written consent of Lessor shall be null and void. 17. NO TENANCY. Notwithstanding anything to the contrary contained in this Agreement, no tenancy relationship between Lessee and Lessor is created hereby. 18. NO REPRESENTATIONS OR WARRANTIES. Lessor has made no representations or warranties (express or implied) to Lessee. 19. SEVERABILITY. If any clause or provision of this Agreement is illegal, invalid, or unenforceable under present laws or if future laws render any such clause or provision illegal, invalid or unenforceable during the Term hereof, then it is the intention of the parties hereto that the remainder of this Agreement will not be affected thereby and it is also the intention of the parties that in lieu of each clause or provision that is illegal, invalid or unenforceable, there will be added as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable. 20. AUDIT. Both parties recognize that there is no money to be exchanged under this Agreement, however the Lessor agrees that Lessee will have the right to audit the financial and business records of the Lessor that relate to this Lease (collectively "Records") at any time during the Term of this Lease and for three (3) years thereafter in order to determine compliance with this Agreement. Notwithstanding anything to the contrary herein, this section shall survive expiration or earlier termination of this Agreement. 21. NO WAIVER OF SOVEREIGN IMMUNITY. Nothing in this Agreement shall be deemed or construed to waive either party's sovereign immunity. C! American Airlines, Inc & City of Fort Worth Lease Agreement 22. WAIVER. No waiver by Lessor or its agents during the Term shall be deemed or construed to constitute a waiver of any other violation or breach of any terms, provisions, or covenants herein contained. The failure of Lessor to enforce any rules and regulations promulgated by Lessor against Lessee shall not be deemed a waiver of any such rules and regulations. No provision of this Agreement shall be deemed to have been waived by Lessor unless such waiver is in writing and is signed. 23. CHOICE OF LAW AND VENUE. This Lease 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 Lease or for any breach shall be in Tarrant County, Texas. 24. NOTICES. Notices required to be made under this agreement shall be sent to the following persons at the following addresses, provided, however, that each party reserves the right to change its designated person for notice, upon written notice to the other party of such change: All notices to the Lessor shall be sent to: American Airlines Legal Department 1 Skyview Drive Fort Worth, Texas 76155 All notices to Lessee shall be sent to: City of Fort Worth Property Management Department 900 Monroe, Suite 404 Fort Worth, Texas 76102 Attention: Lease Management With a copy to: City of Fort Worth Police Department Bob Bolen Public Safety Complex 505 West Felix Fort Worth, Texas 76115 Attention: Planning Manager City of Fort Worth City's Attorney Office 200 Texas Street Fort Worth, Texas 76102 All time periods related to any notice requirements specified in the Lease shall commence upon the terms specified in the section requiring the notice. The notice shall be deemed effective when American Airlines, Inc & City of Fort Worth Lease Agreement deposited in United States mail postage prepaid, certified mail, return receipt requested, addressed to the other party as set forth above. 25. COMPLIANCE TO LAWS. Lessor, at its expense, shall comply with all environmental, air quality, zoning, planning, building, health, labor, discrimination, fire, safety and other governmental or regulatory laws, ordinances, codes and other requirements applicable to the Premises, including, without limitation, the Americans with Disabilities Act of 1990 (collectively, the "Building Laws"). Prior to Lessee's occupancy, Lessor shall obtain certificates as may be required or customary evidencing compliance with all building codes and permits and approval of full occupancy of the Premises and of all installations therein. Lessor shall cause the Premises to be continuously in compliance with all Building Laws (as they may be amended from time to time). 26. FORCE MAJEURE. Lessor and Lessee will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the parties at the time of such Force Majeure Event. The notice required by this section must be addressed and delivered in accordance with this Lease. 27. POLICE PROTECTION. Lessor agrees and understands that Lessee in no way promises to provide increased Police protection or more rapid emergency response time because of this Agreement. No special relationship shall exist between Lessor or Lessee other than that of Lessor and Lessee. Lessee shall provide no greater police protection to Lessor than is provided to all other persons or businesses. 28. EFFECTIVENESS. This Agreement shall be binding upon the Lessee only when signed by its Assistant City Manager and shall be of no force and effect until so executed. 29. ENTIRE AGREEMENT. This Agreement shall replace all prior negotiations, agreements or representations and may only be modified in writing signed by both of the parties to be bound. [Signature page follows.] C'7 American Airlines, Inc & City of Fort Worth Lease Agreement IN WITNESS WH REOF, this Agreement is executed as of the day first written above. LESSOR: LESSEE: AMERICAN AIRLINES, INC., a Delaware CITY OF FORT WORTH, a Texas home rule corporation municipality &u alu7�l a%Aoba�:� By. • By. Dana BurghdoH( �6, 2023 4:49 CDT) Name: Angeles Castro Name: Dana Burghdoff Title: Director, Corporate Real Estate Title: Assistant City Manager 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. �o�6AA Dock Name: Sr. Planner Title: APPROVED AS TO FORM AND LEGALITY: By:•rr.T�w��� Thomas Royce Hansen poo4�anu as FORr�a Assistant City Attorney p 7 00°°°°° °°°,oaod °.040, _0 ATTEST: d * o°° * d Q °' d nEz00 4?gdd By: Jannette S. Goodall City Secretary Form 1295: N/A M&C: 23-0229 Date: 3/21/2023 7 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX American Airlines, Inc & City of Fort Worth Lease Agreement EXHIBIT A PREMISES %11' ri� 71 I Room - 8C.I S.022 I 8 American Airlines, Inc & City of Fort Worth Lease Agreement M&C Review Page 1 of 2 0 Official site of the City of Fort Worth, Texas CITY COUNCIL AGEND FOR H Create New From This M&C DATE: 3/21/2023 REFERENCE **M&C 23- LOG NAME: 21AMERICAN AIRLINES 1 NO.: 0229 SKYVIEW DR CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 5 / Future CD 5) Authorize Execution of a Lease Agreement with American Airlines, Inc for Space Located at 1 Skyview Drive, Fort Worth, Texas, 76155 to be Used as Office Space by the Fort Worth Police Department RECOMMENDATION: It is recommended that the City Council authorize the execution of a lease agreement with American Airlines, Inc for space located at 1 Skyview Drive, Fort Worth, Texas, 76155 to be used as office space by the Fort Worth Police Department. DISCUSSION: The Fort Worth Police Department (FWPD) has identified space at American Airlines, Inc. (American) located at 1 Skyview Drive, Fort Worth, Texas, 76155 (Premises) to be used by the FWPD as office space. The Premises will provide additional space that is currently not available at the current storefront located at 14650 Statler (Fire Station No. 33). The Premises will provide public safety to approximately 10,000 employees at the American Airlines Headquarters and its public visitors. In addition, the presence of FWPD will discourage unwanted criminal activity in the area and build community trust within the surrounding communities. American has agreed to charge no rent or utilities in return for the FWPD presence at the Premises. The City of Fort Worth and American have agreed to enter into a thirty-six (36) month lease agreement to reflect a desire by both parties to ensure FWPD can remain in the space for an extended period. This primary term of the lease will commence upon the date of execution and will be set to expire thirty-six (36) months following the date of execution. Upon expiration of the primary term, the lease shall be automatically renewed each year until terminated by either party by providing thirty (30) day written notice to the other party. This property is located in COUNCIL DISTRICT 5/FUTURE COUNCIL DISTRICT 5. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of the recommendation will have no material effect on City funds. TO Fund Department Account Project Pro ram Activit -Budget Reference # Amount p ID I ID �� Year (Chartfield 2) FROM Fund Department Account Project Program Act tivi y Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Dana Burghdoff (8018) http://apps.cfwnet.org/council_packet/mc review.asp?ID=30856&councildate=3/21/2023 3/22/2023 M&C Review Page 2 of 2 Originating Department Head: Additional Information Contact: ATTACHMENTS Steve Cooke (5134) Lisa Alexander (8367) Mark Brown (5197) AMERICAN AIRLINES 1 SKYVIEW DR M AND C MAP.pdf (Public) http://apps.cfwnet.org/council_packet/mc review.asp?ID=30856&councildate=3/21/2023 3/22/2023