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Home My WebLink AboutContract 20367CITY SECRETqR1P�� C;ONTRACT fV� , LEASE AGREEMENT STATE OF TEXAS § COUNTY OF TARRANT § This lease agreement (Lease) is made and entered into this, the lst day of February, 2003, the effective date hereof, at Fort Worth, Texas by and between Interstate Industrial Properties, L.P., (Lessor), and the City of Fort Worth, a municipal corporation, acting by and through its duly authorized representative, Assistant City Manager, Joe Paniagua, (Lessee). The term "Lessor" shall include the agents, representatives, employees, and contractors of Lessor. The term "Lessee" shall include the agents, representatives, and employees of Lessee. SECTION 1. Leased Premises. For and in consideration of the rental payments to be paid under this Lease, Lessor leases to Lessee and Lessee leases from Lessor: Approximately 3,850 rentable square feet of office space in the "Building" as well as parking and outside storage area at 2201 West Broadway Avenue, Fort Worth, Tarrant County, Texas, a more particular description of which is attached as "Exhibit A". This office space as described above together with any and all structures, improvements, fixtures and appurtenances thereon, thereunder or over, shall be referred to as the "Leased Premises". The boundaries and location of the Leased Premises are described on the attached Exhibit A and made a part hereof. SECTION 2. Use of Premises. The Leased Premises shall be used primarily for administrative offices and outside storage of mowing equipment for the Code Compliance Department, City of Fort Worth. The Leased Premises may not be used for any illegal activity, or any activity of a hazardous or high-risk nature that would endanger property or human safety. Lessee will take measures to guard against any condition at the Leased Premises of an illegal nature, or of a hazardous or high-risk nature that would endanger property or human safety. SECTION 3. Term and Rent. This lease shall be for a period of five years commencing on either (i) May 15, 2003, or (ii) Lessor's completion of Tenant's Improvements as described in Exhibit "B", whichever is later, and ternunating sixty months thereafter, unless a prior ternunation is effected by either Lessor or Lessee under the termination provisions of this Lease. During the initial five-year term, Lessee shall pay Lessor annual rent of $9.00 per square foot per year base rent, payable in equal monthly installments of $2,887.50. The amount collected for additional rent expenses for items discussed in Section 4 is estimated at $.50 per square foot, which equals $160.42��i��flth��-a'"�i�- �"j�'�--•" " r� `d� if �ll}��1�, �� ;��J�� - �� , rr,h�� ,,,- City of Fort Worth Lease Page 1 _�� r'�-�,��,{��,-��,�'� y�} . „ �-�r.,r��• �, Y tln U1�� M�z'�4 ,�� be adjusted during the term of the Lease Agreement in accordance with Section 4. The initial total payment consisting of the monthly rent payment and the additional rent expenses will start at $3,047.92. Lessee shall pre-pay the first month's rental payment of $3,047.92 upon execution of this Lease by Lessor and Lessee; no other rental payment shall be due until the second month Lessee has possession of the Leased Premises. Any overpayment of the first month's rent shall be prorated on a per diem basis and credited towards the second month's rental payment. Except for the first month's rental payment, the rental payment and additional rent expense shall be made to the Lessor on the first day of each month during the term of this Lease including any extension of the Lease. Rent for any partial calendar months shall be prorated on a per diem basis. � Lessee shall have the right to renew this Lease for a maximum of two successive five-year terms, provided that Lessee notifies Lessor in writing of its intent to extend on or before 90 days prior to the expiration of the Lease or any extension. The terms of this Lease shall continue to govern and control the relationship of the parties during the renewal periods. Rent for each of the renewal terms shall be as follows: Renewal Term 1S� 2nd Rent rate ner sauare foot ner vear $9.75 $1.0.50 Monthlv rent installment $3,128.13 $3,368.75 Lessee shall also be responsible for Additional Rent Expenses as outlined in Section 4 during any renewal terms. Lessee shall have first option to lease from Lessor additional space in the building that from time to time may became available as other tenants terminate their lease(s). If Lessee elects to lease any additional space, terms for the rental of the additional space will be negotiated at that time. SECTION 4. Additional Rent Exnenses Except as otherwise provided in this Lease, this Lease shall be deemed and cbnstrued to be a Triple Net Lease. (A) During the term, Lessee shall pay to Lessor, as additional rent, all expenses, charges, and fees incurred by Lessor in connection with: (i) real estate taxes and all other taxes, levies, charges, and assessments of every kind and nature (including, without limitation, assessments of public improvements or benefits) related to the Leased Premises that become due and payable during the term of the Lease, by Lessor, and (ii) any fire, casualty, or liability insurance maintained by Lessor in connection with the Leased Premises (including, without limitation, any improvement thereon) (all of the foregoing are referred to as "Additional Rent Expenses"). In addition, Lessee shall pay promptly, when due and payable during the terms of the Lease, all charges for gas, water, sewer, steam, electricity, light, power, telephone, or any other utility service furnished to or for the benefit of, or used in connection with, the Leased Premises, directly to the City of Fort Worth Lease Page 2 � service provider. All utility services shall be separately metered to the Leased Premises, and Lessor shall have no responsibility to furnish (or pay for) any of the foregoing utility services to Lessee or the Leased Premises. Lessor shall notify Lessee before the lease commencement date and before the beginning of each calendar year thereafter of Lessor's estimate of the Additional Rent Expenses that Lessor will likely incur during that year and Lessee's estimate monthly payment for Additional Rent Expenses. For each month during the Lease term, Lessee shall pay Lessor, as additional rent, one twelfth (1/12) of the estimated Additional Rent Expenses for the calendar year beginning on the Lease commencement date (and the first day of each calendar year thereafter). If Lessor determines during any particular calendar year that the monthly estimated Additional Rent Expenses are greater than projected, Lessor may adjust the monthly estimated payments of Additional Rent Expenses for the remainder of the calendar year. (B) Within ninety (90) days after the expiration of each calendar year during the Lease term, or as soon as reasonably practical thereafter, Lessor shall determine the actual Additional Rent Expense that it incurred during the preceding calendar year and submit to Lessee a statement setting forth such determination. Within thirty (30) days after the delivery of such statement, (i) Lessee shall pay Lessor any deficiency between the estimate Additional Rent Expenses paid to Lessor during the previous calendar year and the actual Additional Rent Expense incurred by Lessor, or (ii) Lessor shall, at Lessor's election, refund to Lessee any overpayment of Additional Rent Expense for the previous calendar year or credit the next installment (or installments as necessary) of estimate Additional Rent Expenses for the then current calendar year by the amount of any overpayment by Lessee. (C) Lessee may at Lessee's sole cost and expense, at reasonable times during Lessor's normal business hours, upon reasonable notice, audit Lessor's books and records regarding the Additional Rent Expense for any particular calendar year. Lessee must request any intended audit no later than sixty (60) days following Lessee's receipt of Lessor's statement of actual Additional Rent Expenses for the previous calendar year. (D) Lessee shall pay prior to delinquency all taxes assessed against or levied upon its occupancy of the Leased Premises, or upon the fixtures, furnishings, equipment, and all other personal property of Lessee located in the Leased Premises. When possible Lessee shall cause its fixtures, furnishings, equipment, and other personal property to be assessed and billed separately from the property of Lessor. If any of Lessee's fixtures, furnishings, equipment, and other personal property in the Leased Premises are assessed and taxed with the property of Lessor, Lessee shall pay to Lessor its share of such taxes within ten (10) days after Lessor's delivery to Lessee of a written statement of the taxes applicable to Lessee's fixtures, furnishings, equipment or personal property. Lessor agrees to pay all real property taxes assessed against the Property and applicable insurance premiums as they come due. All installments of rent that are past due for more than 7 days shall bear interest at the highest non-usurious rate chargeable by Lessor to Lessee from the date due until paid. The parties acknowledge that the late charge is for the purpose of defraying Lessor's administrative and other expenses incident to handling delinquent amounts and that the late charge will fairly compensate City of Fort Worth Lease Page 3 � Lessor for those administrative and other expenses which cannot be deternuned precisely. Unless changes in accordance with Texas law, the applicable method of calculating the usury rate ceiling under Texas law is the indicated (weekly) rate ceiling, from time to time in effect, as provided in Tex. Fin. Code Ann. § 303.301-.308, as amended. � Section 5. Imurovements, Renairs, Renlacements. Additions and Removals. Lessor at his own expense shall construct the Leased Premises as described in attached Exhibit "B" and made a part hereof ("Tenant Improvements"). If Lessor fails to substantially complete the improvements in the manner described in Exhibit "B" by May 15, 2003, Lessor agrees to pay Lessee a liquidated damages fee of $100.00 for every day the tenant improvements are not completed by May 15, 2003, however, Lessor shall not be responsible to pay liquidated damages for delays in completion caused by Lessee. Lessee will designate a contact person to review and inspect the work completed by Lessor and to assist Lessor. Lessor shall maintain in good repair the roof, foundation and exterior walls of the Leased Premises. Lessee agrees to give Lessor written notice of defects or need for repairs in the roof, foundation, and exterior walls of the Leased Premises. Lessee will provide such written notification as soon as it discovers repairs are necessary and Lessor shall complete or have completed the repairs or� maintenance within 10 days of receiving such notification (or if repair is not capable of being completed within 10 days, within a reasonable time thereafter, so long as Lessor is diligently pursuing such repair). Failure of the Lessor to complete such repairs or maintenance shall be considered a default under the Lease. Lessee shall, at Lessee's sole expense, lceep the Leased Premises, including all improvements, additions, and fixtures installed by Lessee, in good and tenantable condition and shall promptly make all necessary repairs and replacements to the Leased Premises except those repairs that are the responsibility of Lessor as set forth herein. Lessee will not pernut to remain, and will at its cost and expense promptly discharge, all liens, encumbrances, and charges upon the Leased Premises or a part thereof, arising out of the use or occupancy of the Leased Premises by Lessee, or by reason of any labor or materials furnished or claimed to have been furnished, by, through, or under Lessee, by reason of any construction, alteration, addition, repair, or demolition of any part of the Leased Premises by Lessee. SECTION 6. Insurance Lessor agrees to insure the structure and premises of 2201 Broadway Avenue, Fort Worth, Tarrant County, Texas. Such insurance shall proyide protection for liability, fire and casualty, and property damage for the property owned by the Lessor, situated at, and including, the Leased Premises. The City of Fort Worth is basically 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 ultirnately be found liable would be paid directly and primarily by the Gity of Fort Worth and not by a commercial insurance company for the following: City of Fort Worth Lease Page 4 C Insurance 1. Worker's Compensation Employer's Liability 2. Commercial General Liability Bodily Injury/Property Damage Statutory $1,000,000 Statutory Limit $500,000 each single occurrence Bodily injury/Death $250,000 each person $100,000 per death Damages for which the City of Fort Worth would ultimately be found liable would be paid directly and primarily by the City of Fort Worth and not by a commercial insurance company for the following: a) Premises/Operations b) Independent Contractors c) Broad Form Contractual in support of the Indemnity Section of this Lease d) Personal Injury Liability with employee and contractual exclusions removed 3. Automobile Liability Damages for which the City of Fort Worth would ultimately be found liable would be paid directly and primarily by the City of Fort Worth and not by a commercial insurance company. Prior to Lessee moving into the Leased Premises, Lessee must provide Lessor with evidence of these coverage's represented by Certificates of Insurance issued by the insurance carrier. Throughout the term, Lessee must provide Lessor with renewal certificates prior to the expiration date shown on the previous Certificate of Insurance on file wifh Lessor. Certificates of Insurance must specify the additional insured status mentioned above as well as the Waivers of Subrogation. Each Certificate of Insurance must state that Lessor will be notified in writing thirty (30) days prior to cancellation, material change, or renewal of insurance. SECTION 7. INDENINITY. LESSEE SHALL BE IN EXCLUSIVE CONTROL OF THE LEASED PREMISE5, AND LESSOR 5HALL NOT HAVE ANY LIABILITY TO LESSEE OR ANY THIRD PARTY IN CONNECTION WITH THE LEA5ED PREMISE5 iJ1VLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LESSOR. TO THE EXTENT PERMITTED BY LAW LESSEE SHALL INDEMNIFY, PROTECT, DEFEND AND HOLD HARMI,ESS LES50R AND IS AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, OFFICER5, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY, "INDENINITEES") FOR, FROM AND AGAINST ALL LIABILITIES, CLAIM5, DAMAGES, LOSSE5, LIENS, COSTS, FINES, PENALTIES, CAU5ES OF ACTION, SUITS, JiJDGMENTS AND EXPENSE City of Fort Worth Lease Page 5 Minimum Limits `� (INCLUDING COURT COSTS, ATTORNEYS' FEES, AND COSTS OF INVESTIGATION) OR ANY KIND FOR BODILY OR PERSONAL INJURY (INDCLUDING DEATH) OR PROPERTY DAMAGE OCCURRING ON, IN OR ABOUT THE LEASED PREMISE (COLLECTIVELY, ��LIABIL,ITIES") OR IN ANY MANNER ARISING OUT OF OR CONNECTED WITH LESSEE'S USE AND OCCUPANCY OF THE LEASED PREMISES, EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT NEGLIGENCE OF ANY INDEMNITEE. IN NO EVENT, HOWEVER, WILL LESSEE'S INDEMNIFICATION OBLIGATIONS APPLY TO ANY LIABILITIES ARISING SOLELY FROM THE SOLE OR GROSS NEGLIGENCE OR THE WILLFUL MISCONDUCT OF AN INDENINITEE. WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. UNDER NO CIRCUMSTANCES WILL LESSOR EVER BE LIABLE UNDER THIS LEASE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. THIS INDENINIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS. THE PROVISION OF THIS • PARAGRAPH APPLIES TO ALL ACTIVITIES OF LESSEE WITH RESPECT TO THIS LEASE. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE LESSEE TO ASSESS, LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS SECTION. THE PROVISIONS OF THI5 5ECTION 7 APPLY TO ALL ACTIVITIES OF LESSEE WITH RESPECT TO THIS LEASE, WHETHER OCCURRING DURING ANY PREOCCUPANCY CONSTRUCTION OF TENANT IMPROVEMENTS BY LE5SEE (IF ANY), DURING LESSEE'5 MOVE-IN OR MOVE-OUT O� THE LEA5ED PREMISES, OR DURING THE TERM OF THIS LEASE. SECTION 8. WAIVER OF LIABILITY. LESSEE WAIVES ALL CLAIMS AGAINST INDEMNITEES FOR INJ�Y TO OR DEATH OF PERSONS OR FOR ANY LOSS OF OR DAMAGE TO PROPERTY OF LESSEE, ITS EMPLOYEE, AGENTS, CUSTOMERS, OR INVITEES REGARDLESS OF WHETHER THE LOSS OR DAMAGE IS DUE TO CA5UALTY, THEFT, OR ANY OTHER CAUSE, UNLESS THE INJURY, DEATH, LOSS, OR DAMAGE IS CAUSED SOLELY BY THE WILLFUL MI5CONDUCT OR GROSS NEGLIGENCE OF AN INDEMNITEE. ALL PER50NAL PROPERTY IN THE LEA5ED PREMISES IS AT THE RISK OF LESSEE ONLY, AND LESSEE WAIVES ALL CLAIMS AGAINST INDEMNITEES FOR ANY DAMAGE TO OR THEFT OF PERSONAL PROPERTY IN THE LEASED PREMISES, CAUSED BY INDENINITEE AND LE5SEE WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDENIlVITEE. SECTION 9: DEFAULTS AND REMEDIES 9.1 Lessee Defaults. The occurrence of any of the following shall constitute a default under this Lease: City of Fort Worth Lease Page 6 � (a) Lessee's failure to pay rent or to make any other payment required to be made by Lessee hereunder when due within ten (10) days after Lessee's receipt of notice of nonpayment from Lessor, provided however, that Lessee is entitled to only two such notices per calendar year. After second notice Lessee shall be in default if any payment is not made when due. (b) Abandonment or vacation of the Leased Premise by Lessee, for any purpose except remodeling or restoration. (c) Lessee's failure to cause to be released or bonded around mechanics or materialmen's liens filed against the Leased Premises as a result of the act or omission of Lessee, it employees, agents, contractors or subcontractors within 30 calendar days after the date such lien has been filed. (d) Lessee's failure to observe or perform any other provision of this Lease to be observed or performed by Lessee, where such failure continues for 30 days after written notice thereof by Lessor to Lessee; provided, however, that if the nature of such failure cannot reasonably be cured within such thirty (30) day period, Lessee shall not be deemed to be in default if Lessee shall within such period commence such cure and thereafter diligently prosecute the same to completion. 9.2 Remedies for Lessee Defaults In the event of any default by Lessee, then, in addition to any other remedies available to Lessor at law or in equity (all of which rights and remedies shall be cumulative, with the exercise of one or more rights or remedies not to impair Lessor's rights to exercise any other right or remedy, and all of which may be exercised with or without legal process as then may be provided or permitted by the laws of the State of Texas), Lessor shall have the following remedies: (a) Lessor may ternunate this Lease and all rights of Lessee by giving written notice to Lessee of such election. If Lessor elects so to terminate this Lease, Lessor may recover from Lessee: (i) the worth at the time of award of any unpaid rent and any other indebtedness (ii) the amount of the amortized tenant improvement work which has not been paid. As used in (i) and (ii) above, the "worth at the time of award" is computed by allowing interest at the highest rate allowed to be charged by nonexempt lenders on other than consumer loans under Texas usury laws. � (b) In addition to the rights set forth above, Lessor may also alter locks and/or security devices at the Leased Premises following notice of termination of the Lease. Nothing in this Section 9 shall be deemed to affect Lessor's right to indemnification for liability or liabilities arising prior to termination of this Lease for personal injury or property damage under the indemnification clause or clauses contained in this Lease. City of Fort Worth Lease Page 7 � Notice of Termination. If Lessee fails to cure any default within the time periods set forth in Section 9.1 above, Lessor may terminate this lease upon written notice to the Lessee. Ternunation shall be effective 15 days after Lessee receives such notice. 9.3 Lessor Default. In the event of any default by Lessor, Lessee shall give Lessor written notice specifying the default with particularity, and Lessor shall thereupon have thirty (30) days (plus an additional reasonable period as may be required in the exercise by Lessor of due diligence) in which to cure any such default. If Lessor fails to so cure any default after this notice, Lessee may ternunate this Lease upon written notice to Lessor, such termination to be effective within thirty (30) days after Lessor's receipt of such notice. However, if Lessee ternunates this Lease because of Lessor's default and failure to cure, Lessee shall not be required to � pay the Cancellation Penalty as shown on Exhibit "C". All obligations of Lessor under this Lease are covenants, not conditions, and all obligations of Lessor are binding upon Lessor only during the period of its ownership of the Leased Premises and not thereafter. Lessor's liability for the performance of any Lessor obligations under this Lease is limited to Lessor's interest in the Leased Premises. The owner of the Leased Premises at the date of commencement of the term will be released from all .obligations of the Lessor accruing after any transfer of the Leased Premises to a subsequent owner, and the covenants and obligations of Lessor are binding during the term upon each new owner for the duration of such owner's ownership. SECTION 10. Fixtures . Lessor herein agrees that no property or equipment, owned or installed by Lessee, or any representative of Lessee, shall, under any circumstances, become a fixture, and that Lessee shall reserve the right to remove any and all such property or equipment at any time during the term of this lease, or subsequent to its termination by either party; provided that Lessee shall repair all damage to the Leased Premises caused by the placement or removal of such personal property or equipment within the Leased Premises. Lessor further agrees that she/he will, at no time, hold or retain, any property owned or installed by Lessee, for any reason whatsoever. SECTION 11. Termination and Right of Insnection. 11.01 Funding, Non-Appropriation and Ternunation. This lease shall terminate in the event that the governing body of Lessee shall fail to appropriate sufficient funds to satisfy any obligation of Lessee hereunder. Ternunation 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; provided however, if Lessee ternunates the Lease at any time during the primary term, except if terminated as provided in Section 9.3, Lessee shall pay a cancellation penalty as set forth in Exhibit "C" attached hereto. There shall be no cancellation penalty if Lessee terminates the Lease anytime after completing the first five-year term. 11.02 Lessor reserves the right to enter upon the Premises at all reasonable times for the purpose of inspecting the Leased Premises, provided that such entry does not adversely conflict with Lessee's rights hereunder. City of Fort Worth Lease Page 8 �� SECTION 12. Surrender of Leased Premises. Upon the ternunation of this Lease for any reason whatsoever, Lessee shall surrender possession of the Leased Premises in the same condition as the Leased Premises were in upon delivery of possession under the Lease, reasonable wear and tear excepted. Lessee also shall surrender all keys for the Leased Premises to Lessor at the place then fixed for the payment for rent and shall inform Lessor of all combinations on locks, safes, and vaults, if any, on the Leased Premises. Lessee shall remove all its furniture and equipment on or before the termination of the Lease; and Lessee shall be responsible for repairing any damage to the Leased Premises caused by the removal of furniture and equipment. SECTION 13. Governmental Re�ulations. Lessee agrees to comply fully with all applicable Federal, state, and municipal laws, statutes, ordinar�ces, codes, or regulations in connection with use of the Leased Premises. Provided, however, Lessor shall make all improvements necessary to make the Leased Premises comply with the Americans With Disabilities Act of 1990 ("ADA"), 42 U.S.C. § 12101 et se ., shall fully indemnify and hold harmless Lessee from and against any and all claims, losses, damages, suits, and liability of every kind, including all expenses. of litigation, arising out of or in connection with the Leased Premises' compliance, or lack of compliance, with ADA. Lessee shall not introduce nor allow to be introduced any hazardous waste or materials within the Leased Premises. Lessor represents and warrants that to the best of its knowledge it has not introduced any hazardous wastes or materials within the Leased Premises and that alY hazardous wastes or materials have been abated; that if any hazardous wastes or materials are found on the Leased Premises that were introduced prior to the occupancy by Lessee, Lessor will indemnify Lessee against all costs associated with the removal of the materials. SECTION 14. Acceatance of Leased Premises . Lessee represents that, upon occupancy of the Leased Premises, it accepts the Tenant Improvements, takes the Leased Premises AS-IS, WHERE-IS, in good condition and that the Leased Premises are suitable for the purposes for which they are being leased. Lessor has made no representations or warranties, express, implied or arising by operation of law regarding the condition of the Leased Premises or its fitness for a particular purpose. SECTION 15. Assignment. Lessee shall not assign or sublet this Lease without the prior written approval of Lessor. Upon issuance of such approval, this Lease shall be binding on the successors, and lawful assignees of Lessor and the successors of Lessee, as permitted by the terms of this agreement and by the laws assignment or sublease shall be subject to all the responsibilities and liabilities of Lessee and shall be subject to all provisions regarding ternunation and eviction. SECTION 16. Subordination to Mortga�es: Estonnel Certificate. Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or hereafter affecting the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof and if, but only if, each holder of any mortgage, deed of trust, ground lease or other lien subsequently affecting the Premises, the Building or the Property has executed and delivered to Tenant a SNDA (hereinafter defined�, then to any mortgage(s), deed(s) of trust, ground lease(s) and other lien(s) subsequently affecting the Premise, the Building or the Property, and to renewals, modifications, refinancings and extension thereof (collectively, a "Mortgage"). The party having the benefit of a Mortgage shall be referred to as a"Mortgagee." This City of Fort Worth Lease Page 9 � clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable SNDA in favor of the Mortgagee. In lieu of having the Mortgagee be superior to the Lease, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. If requested by a successor-in-interest to all or part of Landlord's interest in this Lease, Tenant shall, without charge, attorn to the successor-in-interest if, but only if, such successor-in-interest has executed a SNDA or other agreement whereby such successor in interest has agreed not to disturb or interfere with Tenant's possession of the Premises (subject to the terms and conditions of this Lease) for so long as Tenant is not in default under this Lease beyond any applicable notice and cure period. Landlord represents and warrants to Tenant that as of the date of this Lease there is no Mortgage filed against the Property. Prior to pernutting a Mortgagee to obtain a Mortgage on the Property, Landlord will use commercially reasonable efforts to cause such Mortgagee to execute a Subordination, Non- disturbance and Attornment Agreement ("SNDA") in form and substance reasonably satisfactory to Landlord, Tenant and the Mortgagee. The SNDA, among other things, shall provide that in the event a Mortgagee forecloses on the Property or otherwise enforces its right to divest Landlord of its fee simple interest in the Property, then such Mortgagee will not disturb Tenant's use and enjoyment of the Premises for so long as Tenant is not in default under this Lease beyond any applicable notice and cure period. From time to time at the request of either party, each party to this Lease agrees to promptly execute, have acknowledged and deliver a certificate stating (a) the commencement date and the date of expiration of the Term; (b) the rights (if any) of Tenant to extend the Term or to expand the Leased Premises; (c) the Rent (or any components of the Rent) then currently payable hereunder; (d) whether this Lease has been amended in any respect and, if so, submitting copies of or otherwise identifying the amendments; (e) whether, within its knowledge, there are any existing breaches or defaults hereunder by either party hereto, and, if so, stating the defaults with reasonable particularity; and (� such other information pertaining to this Lease as may be reasonably requested. A party's failure to deliver to the other party an executed estoppel certificate within ten (10) days after the failing party first received a written request for such certificate shall constitute a representation by the failing party that all statements set forth in the requested estoppel certificate are true and correct. 5ECTION 17. Notices. All notices to Lessor shall be sent to: Interstate Industrial Properties, L.P. Attn: Fred Disney 1320 South University Drive, Suite 104 Fort Worth, Texas 76107 All notices to Lessee shall be sent to: Carl Smart Director of Code Compliance 715 Texas Street Fort Worth, Texas 76102 City of Fort Worth Lease Page 10 C� As well as to: Administrator, Real Property Services City of Fort Worth 927 Taylor Street Fort Worth, Texas 76102 Mailing of all notices under the Lease shall be deemed sufficient if mailed certified, return receipt requested and addressed as specified herein to the other party's address. All time periods related to any notice requirements specified in the Lease shall commence upon the terms specified in the section requiring the notice. SECTION 18. Entire Agreement: Modificat�pn . This Lease shall constitute the entire agreement of the Lessor and Lessee, and shall supersede any prior agreements, either oral or written, pertaining to the Leased Premises. This agreeinent cannot be changed or modified orally, but only by an instrument in writing signed by both parties. SECTION 19. Waivers . One or more waivers of any covenant, term, or condition of the Lease by either Lessor or Lessee shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The consent or approval by either Lessor or Lessee to or of any act by the other party requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to or approval of any subsequent similar act. SECTION 20. 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. SECTION 21. CASUALTY AND CONDEMNATION., (A) If all or any portion of the Leased Premises are damaged by fire or other casualty resulting from the fault or negligence of Lessee or any of Lessee's agents, employees, contractors, licensees or invitees, and Lessor and Lessee agree that the Leased Premises can be repaired, rent shall not abate during the repair of such damage, and Lessee shall repair and restore such damage to Lessor's reasonable satisfaction. If the Leased Premises are damaged by fire or other casualty not caused by negligence or fault of Lessee, its agents, employees or invitees, the following shall result: (i) should the Leased Premises be rendered wholly unfit for occupancy and not be susceptible of repair within a reasonable time after such damage, Lessor and Lessee shall each have the option to terminate this Lease as of the date of such damage, and Lessee shall pay rent apportioned to the time of such damage and immediately surrender the Leased Premises to the Lessor; and Lessee shall not be required to pay a Cancellation Penalty or (ii) should such damage be susceptible of repair within a reasonable time after occurrence, Lessee shall promptly cause such repairs to be made (using for such purpose available insurance proceeds) without affecting this Lease, but the rent shall be equitably reduced or abated while such repairs are being made. In all cases, due allowance shall be made for reasonable delay effecting repairs where caused by delay in adjustment of insurance loss, strikes, labor difficulties, or any cause beyond Lessee's control. City of Fort Worth Lease Page 11 � (B) If all or substantially all of the Leased Premises is taken by condemnation proceedings or right of eminent domain, this Lease will terminate on the date of such taking. All sums awarded or agreed upon between Lessor and the condemning authority for the taking of the interest of Lessor or Lessee, whether as damages or as compensation, will be the property of Lessor without prejudice, except for claims of Lessee against the condemning authority for moving costs and the unamortized cost of leasehold improvements paid for by Lessee taken by the condemning authority. If this Lease is terminated under this paragraph, rent will be payable up to the date that possession is taken by the condemning authority, and Lessor shall refund to Lessee any prepaid unaccrued rent less any sum then owing by Lessor to Lessee. SECTION 22. Holdover. Any possession of the Leased Premises by Lessee after the date of expiration or termination of the Lease shall be deemed to be a month-to-month tenancy at sufferance, terminable by either party upon 30 days written notice. If Lessee so remains in possession of the Leased Premises, Lessee shall pay rent at a rate equal to 150% of the annual rent per month for each rnonth Lessee remains in possession. Nothing in this paragraph may be deemed as granting Lessor's consent for Lessee to holdover. SECTION 23. Lessee may not record this Lease or a memorandum of this Lease, without the prior written consent of Lessor. ATTACHMENT & EXHIBITS Exhibit A Leased Premises Exhibit B Tenant Improvements Exhibit C Cancellation Penalty - Amortization Schedule City of Fort Worth Lease Page 12 � SIGNED this �� day of ��'UA�,�� LESSOR: I�rstate Indu ria r erties, L.F � B y: � , �� Frectrick G. Disney, Jr. General Partner Interstate Industrial Genpar, L.L.C. A Texas limited liability company � , 2003. LESSEE: CITY OF �RTJWQJRTH : Joe / ager ATTEST: .�.� Secreta�'y APPROVED TO FORM AND LEGALITY: � � Assistant Cit�Attorney, or His Designee � Date: M& C Number: �' �� ys �- fl�� a�3 City of Fort Worth Lease Page 13 Contract Number: �g 310� ,...... , ��I��;�II(c;ll�� u, I��I��(��;;�G})��a �(� � � i �� ,,.,. � r,�-+n ,;��f \i �� "��ta��;-�P�1�.+ili ur�t � �J��,� �� II�,� I��i�;�� STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Joe Paniagua, known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he/she executed the same as the act of said City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this v� �� day. of �.P..�11�w1 v ��.� �. ROSELLA BARNES _�� ,* NOTARY PUBLIC ��P� State of Texas ,'.� oF �• Comm. Exp. 03-31-2005 , 2003. �e'��-L� /�1�� Notary Public in and for the State of Texas City of Fort Worth Lease Page 14 STATE OF TEXAS COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Fredrick G. Disney, known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the Interstate Industrial Properties, Inc. and that he executed the same as the act of said Interstate Industrial Properties, Inc. for the purposes and consideration therein expressed and in the capacity therein stafed. � GIVEN UNDER MY HAND AND SEAL. OF OFFICE this .� � day of , 2003. ��P''.� r2.. Notary Publi i and for the St e of Texas �,,� �.,.�.�;,�r.�i�.��a�-,._�:.�� w,;,�;��r� �L-r��..�� 1F��I��E - 2�; _ � �, 4p, /-� 7—/� q��,/ �-y� i /� s4 „rl��..,� '7 ar�,A.��IP1f�1 f—V��V — r �-%'��'�� .� ;�Ta�T�C �F TEXAS - ��`' '� ' ;', '" My Comrn. Fxp. 2-23-2004 �,��,_,'�'��,,.�,�,��,��..,_��.,Ya��u��.�,�,:�,�, , City of Fort Worth Lease Page 15 U� 0 ��V� ��0��^� 1 �.i �1.1�� , �--a� Lrt� —r- . _ _ . . � 1 _ � — -- . .+� • • ' ..'•. .•. • .: ':.., . � . �-" - • f : . ,. � �t�o ,- I � � ST Y I • . . . . . . • `��.•��''c�.rtc •iwsuc' , `� � � , , I � ' .d�: • • • '�� • _ :�`• �- y •��Q.' I L�,�. � - - . — . : , _...i- _ � � . � ,�' . � � 1 � ACE55►'3LE J ' � � � . � \� � 1 � / j % . �_ \ \, � _�� . � '----------- --------------r---- � Lo7 i � 1 � LOT 10 � LOT �� LoT 8� � � � smm� Hr�eu ■ . � . / �`. � - i ��'� S��•s�2�2 . � � . . , - �q� c c,PY _ ____ � �---------------------------�- - . o . 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IS �T�N�IVC1' ' . 3 �5m SF_ �.Q.-,. � � .,,� � � � � � �. � �� EXHIBIT `B" TENANT IMPROVEMENTS To The Lease Agreement Effective February 1, 2003 By and Between INTERSTATE INDUSTRIAL PROPERTIES, L.P. (Lessor) and THE CITY OF FORT WORTH (Lessee) Concerning The Leased Premises at 2201 West Broadway Avenue A. On or before May 15, 2003, except for the canopy, Lessor will substantially complete the improvements to the leased premises as described in the plans prepared by Nader Design Group, Job # 02038, dated December 18, 2002, and made part of this Exhibit "B" and shown on Exhibit "A". Lessor shall not be responsible for constructing the canopy. Lessee, at Lessee's expense, may construct a canopy if and when such need arises. B. Lessor agrees to construct the improvements for a guaranteed maximum price not to exceed $116,000.00. Of this amount $67,875.0� shall be considered the Cancellation Penalty referred to in Section 11.01. In the event there are any savings in this cost of construction, then the Lessee sha11 be given credit and the Cancellation Penalty amortization schedule will be recalculated. In the event Lessee desires to make a change to the improvements described herein, then said change can be made at Lessee's expense by submitting a written change order to Lessor. C. All construction required in this Exhibit will be performed by trainec� and qualified persons in a workman-like manner and will comply with applicable building codes, local ordinances, governmental regulations, and statutes. Lessee agrees to pay for any Additional Improvements that may be required by Governmental Authorities beyond those listed on Exhibit "B". D. Lessee may, at reasonable times during construction, inspect the construction of the improvements. Lessee may object to any deficiencies in the completion of the improvements by providing specific written notice to Lessor and Lessor will promptly cure the deficiencies. Upon completion of the � improvements, Lessee will acknowledge in writing that the improvements have been completed and that Lessee accepts the leased premises for the purpose of the lease. At that time Lessor will have no further liability to the Lessee regarding the completion and use of the improvements, except that Lessee shall be entitled to the benefit of any third party warranties for the completed work, to the extent such warranties are assignable to the Lessee. E. Lessor agrees to give Lessee timely access to the premises during construction so the installation of communication and computer wiring may be installed by Lessee by the completion date of Tenant Improvements. � F'ia�ie�-I�ieurson INC. Genera! Contractors 1904 WENNECAAVENUE FORT WORTH, TEXAS 76102-4321 817/336-1161 Fax: 817/336-1164 www.flsher-p earson.com December 5, 2002 �� .� �.� � �.� City af Fort Worth-Code Compliance Interior Finish Estimates 3850 SQ. FT. Drywall Ceiling Doors/Frames/Hardware Paint Flooring Windows Millwork Carpentry . Water-Resistant Wainscote R/R Access. Plumbing HVAC Elec. . G.C. @ 10 % Subtotal Fee@8% Tatal Extra: . Exterior Canopy TOTAL CONSTRUCTION COST: �� A`' l �:i u ��y�I�c� i t�aii�i $ 20,500.00 $ 6,740.00 $ 2,940.00 $ 6,050.00 $ 5,880.00 $ 280.00 $ 2,340.00 $ 1,125.00 $ 2,160.00 $ 1,930.00 � 13,700.00 $ 16,500.00 $ 17,500.00 $ 9,765.00 $107,410.00 $ 8,590.00 $116,000.00 � �'��;96�. � � , � I �d, oao, �° � Exhibit "C" Cancellation Penalty/Amortization Schedule Cost of Improvements: Interest Rate: Term (months) Monthly Reduction: Month Reduction Amount 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 962.50 962.50 962.50 962.50 862.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 Applied to Interest 367.66 364.43 361.19 357.94 354.66 351.37 348.06 344.73 341.39 338.02 334.64 331.24 327.82 324.38 320.92 317.45 313.95 310.44 306.91 303.36 299.79 296.20 292.59 288.96 285.31 281.64 277.96 274.25 270.52 266.77 263.00 259.21 255.41 259 .58 247.72 243.85 239.96 236.05 232.11 228.16 224.18 220.18 216.16 $67,87b.00 6.50% 90 $962.50 Applied to Principal 594.84 598.07 601.31 604.56 607.84 611.13 614.44 617.77 621.11 624.48 627.86 631.26 634.68 638.12 641.58 645.05 648.55 652.06 655.59 659.14 662.71 666.30 669.91 673.54 677.19 680.86 684.54 688.25 691.98 695.73 699.50 703.29 707.09 710.92 714.78 718.65 722.54 726.45 730.39 734.34 738.32 742.32 746.34 Balance 67,875.00 67,280.16 66,682.09 66,080.79 65,476.22 64,868.39 64,257.26 63,642.82 63,025.05 62,403.93 61,779.46 61,151.59 60,520.33 59,885.65 59,247.53 58,605.95 57,960.90 57,312.36 56,660.30 56,004.71 55,345.57 54,682.86 54,016.56 53,346.65 52,673.11 51,995.92 51,315.06 50,630.52 49,942.27 49,250.29 48,554.56 47,855.07 47,151.78 46,444.69 45,733.76 45,018.99 44,300.34 43,577.80 42,851.35 42,120.96 41,386.61 40,648.29 39,905.97 39,159.63 Cancellation Penal 67,875�0 67,280.16 66,682.09 66,080.79. 65,476.22 64,868.39 64,257.26 63,642.82 63,025.05 62,403.93 61,779.46 61,151.59 60,520.33 59,885.65 59,247.53 58,605.95 57,960.90 57,312.36 56,660.30 56,OQ4.71 55,345.57 54,682.86 54,016.56 53,346.65 52,673.11 51,995.92 51,315.06 50,630.52 49,942.27 49,250.29 48,554.56 47,855.07 47,151.78 46,444.69 45,733.76 45,018.99 44,300.34 43,577.80 42,851.35 42,120.96 41,38B.61 40,648.29 39,905.97 39,159.63 � Exhibit "C" Cancellation Penalty/Amortization Schedule Month 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 Reduction Amount 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 � 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 962.50 80.90 Applied to Interest 212.11 208.05 203.96 199.85 195.72 191.57 187.39 183.20 178:97 174.73 170.46 166.17 161.86 157.52 153.16 148.78 144.37 139.94 135.48 131.00 126.50 121.97 117.42 112.84 108.24 103.61 98.J6 94.28 89.58 . 84.85 80.10 75.32 70.51 65.68 60.82 � 55.94 51.03 46.09 41.13 36:14 31.12 26.07 21.00 15.90 10.77 5.62 0.44 � Applied to Principa) 750.39 754.45 758.54 762.65 766.78 770.93 775.11 779.30 783.53 787.77 792.04 796.33 800.64 804.88 809.34 813.72 818.13 822.56 827.02 831.50 836.00 840.53 845.08 849.66 �54.26 858,89 a63.54 868:22 872.92 877.65 i382.40 887.18 891.99 896.82 901.68 906.56 911.47 916.41 921.37 926.36 931.38 936.43 941.50 946.60 951.73 956.88 80.46 Balance 38,409.24 37,654.79 36,896.25 36,133.61 35,366.83 34,595.90 33,820.80 33,041.49 32,257.97 31,470.20 30,678.16 29,881.84 29,081.20 28,276.22 27,466.88 26,653.16 25,835.03 25,012.47 24,185.46 23,353.96 22,517.96 21,677.43 20,832.35 19,982.69 19,128.43 18,269.55 17,406.01 16,537.79 15,664.87 14,787.22 13,904.82 13,017.64 12,125.65 11,228.83 10,327.15 9,420.59 8,509.17 7,592.71 6,671.34 5,744.97 4,813.59 3,877.17 2,935.67 1,989.07 ` 1,037.34 80.46 0.00 Can�ellation Penalty 38,409.24 37,654.79 36,896.25 36,133.61 35,366.83 34,595.90 33,820.80 33;041.49 32,257.97 31,470.20 30,678.16 29,881.84 29,081.20 28,276.22 27,466.88 26,653.16 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 � 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 c� City of Fo�t Worth, Texas �tAyo� a�d �a��c18 �a�wrwaNicatiaN DATE REFERENCE NUMBER I LOG NAME 23LEASE I PAGE 1 of 2 1 /2s/o3 C-19452 SUBJECT AUTHORIZE A LEASE AGREEMENT WITH INTERSTATE INDUSTRIAL PROPERTIES, L.P. FOR PROPERTY LOCATED AT 2201 WEST BROADWAY AVENUE FOR THE CODE COMPLIANCE DEPARTMENT CLEAN CITY INITIATIVE TEAM RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manger to enter into a lease agreement with Interstate Industrial Properties, L.P. for property located at 2201 West Broadway Avenue for the Code Compliance Department Clean City Initiative Team; and 2. Authorize a five-year term lease agreement, contingent upon funds being appropriated in each of the five years, with renewal of the lease as necessary for up to two successive five-year terms. DISCUSSION: The Engineering Department, Real Property Services Division was requested to locate property suitable for the purpose of establishing an office for the Code Compliance Clean City Initiative. A triple net lease rate of $9.00 per square foot has been negotiated on the property located at 2201 West Broadway Avenue, which is a base lease cost of $34,650.00 (3,850 square feet x$9.00), or $2,887.50 monthly. The owner will construct office space to suit the requirements of the Code Compliance Department, including providing protected outside storage for tractors and mowing equipment. If the City terminates the lease at any time before the primary term ends, the City will be subject to a cancellation penalty which will be the unamortized costs of the improvements. The City will also be responsible for payment of property taxes and insurance under the terms of this lease. For the first year of the lease, the cost for the additional rent expenses will be $1,925.00 annually, or $160.42 monthly. This amount will be slightly higher or slightly lower for the remainder of the lease. It is proposed that the lease be executed on February 1, 2003, however, the lease term will not begin until all of the improvements are completed on May 1, 2003. The City will pay one month's rent in advance upon execution of the lease, and then will begin paying monthly once all the improvements are completed in May. The Clean City Initiative, which was a Program Improvement Decision Package approved in this year's budget, is intended to increase the maintenance of City-owned properties. The Clean City Initiative will enable City staff to mow these properties every 21 days, reducing the cycles from 45 days. This initiative will also provide for 109 lane miles of urban rights-of-way to be mowed every 21 days, and the funding of a pilot program with Tarrant County to provide maintenance on a portion of rural rights-of- way. The initiative also includes the expansion of selected contracts in the Parks and Community Services Department to include the mowing of rights-of-way that are adjacent to medians currently being maintained. Funding of the non-profit contracts to perForm maintenance on a portion of City properties within their neighborhoods is also included in the Clean City Initiative. The lease property is located in COUNCIL DISTRICT 9, Mapsco 76F. City of Fo�t Worth, Texas ��ya� a�d �aa�ci8 Ga�w�waNica�iaN DATE REFERENCE NUMBER LOG NAME PAGE 1/28/03 C-19452 I 23LEASE 2 of 2 SUBJECT AUTHORIZE A LEASE AGREEMENT WITH INTERSTATE INDUSTRIAL PROPERTIES, L.P. FOR PROPERTY LOCATED AT 2201 WEST BROADWAY AVENUE FOR THE CODE COMPLIANCE DEPARTMENT CLEAN CITY INITIATIVE TEAM FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the General Fund. JP:k Submitted for City Manager's Office by: Joe Paniagua 6140 Originating Department Head: Carl Smart Additional Information Contact: FUND I ACCOUNT I CENTER (to) 6345 (from) GG01 I 537010 0234003 AMOUNT I CITY SECRETARY � I APPROVED 1/28/03 $25,666.72 � Michael Camp 6347