HomeMy WebLinkAboutContract 27223.--„ .
LEASE AGREEMENT
STATE OF TEXAS § � �
COUNTY OF T�RR�NT §
G1TY a�CRETR�V
CONTRAC�' NO. _ `' .� ' � .�
This Leas� Agreement (Lease) is znade and entered into this, the i2t�` day of November, 20Q1, the
effective date hereof, at Fort Worth, Texas by and between CSM Holdings, L.P., (Lessor), and tha
City of Fort �7Vorth, a rnunicipal corporation, acting by arid thraugh its duly authorized Assistant
City Manager, Jae Pax�iagua (Lesse�}. The term "Lessor" shall include the agez�ts, reptesentatives,
employees, and contractors of Lessor. The term "Lessee" shall include thc agents, representatives,
and employees of Lessee.
SECTION 1. Lea�ed Premises. For and in consideratian oi the rental payments to be paid under
ihis Lease, Lessax leases to Lessee and Lessee leases from Lessor:
2,200 square feet of office space in the Bicocchi building {th� "Buildin�"} at 211 Sauth
Jennings Av�nu�, Fort Worth, Tatrant County, Texa�, a more particular description af
which is attached as "Exhibit A".
This office space as described above and four dedicated parking spaces provided in the rear
parking lot for this suite, together with any and all structures, impravements, �xtures and
appurtenances ther�on, thereunder ar over, shall be referred io as the "Leased Premises".
SECTION �. Use af Premises. The Leased Premises shall be used primarily for admuustrative
offices for the City of Fork Worth Cade Cornpliance Multi-Family Inspecrifln Team.
'The Leased Premises may not be used for a�y :illegal aciivity, or any activity of a hazardous o�
high-risl� nature �hat would endanger property or human safety. Lessee �nvill tal�e measures to guard
against any condition at the Leased Premises of an illegal nature, or of a hazardous or high-rislc
nature fi11at would endanger property or human sa�ety.
Lessor reserves the right to approve placement of any furniiure ar fixtures in the common area in
the atrium lobby located at the rear of the building.
Lessor reserves the right to approve any signage prior to placemeni on the Leased Pren�i�es.
SECT�ON 3. Term and Rent. This lease shall be for a periad of 19 days commencing on
November 12, 2001, and terminating on Nove�nber 30, 20�1. The Rent and Additional Rent is
payable in one installment of $1,335.27 for this period. The Rent paytnent shall be made to the
Lessor by the 19�h of November, 2001.
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SECTIQN 4. Additional Rent ExAenses
Except as otherwise provided in this Lease, this Lease shall be deemed and cons�rued io be a
Triple Net Lease.
{A) During the te:t�m, Lessee shall pay �o Lessor, as additional renf, aI1 expenses, charges, and fees
incurred by Lessor in connection with: (i) real esta�e taxes and all other taxes, le�ies, charges,
az�.d assessments of every kind and natuxe (including, witho�i lirnitation, assessments of
public impra�ements or h�nefits) related to fhe Leased Prexa�ises that become due and payable
during ihe term of the Lease, by Lessor, and (ii) any �re, casualty, ar liability insurance
maintained by Lessor in connect�an wit�► the L�as�d Premises (including, wit�ouf limitation,
axxy irnprovem�r�t thereon} (all of the foxegaing are re�erred to as "Additional Rent
Expenses"). In additi.an, Lessee shall pay pramptly, when due and payable during the terms
of the L�ase, a11 charges for electricity, lighf, pow�r, and telephane fiirrushed to or for the
benefit of, vr used in connection with, the Leased Premises, directly to the service provider.
Lessar shall notify Lessee before the lease commencement date and be�ore the heginning of
each calendar year thereafter of Lessor's estimate of the Additional Rent Expenses �tl�at
T.essor will Iikely incur during that year and Lessee's estir�aated monthly payment for
Additional Rent Expenses. For each manth during t$e Lease term, Lessee sha.11 pay Lessor,
as additional r�nt ("Additional Rent"), one twelfih (1/12) o� the estimated Additional Rerit
Expenses for the calendar year beginning on the Lease coznmencement date (and the first day
of each calendar year thereafter). If Lessor determines during any particular calendar year
tha# the monthly estimated Additional Rent Expenses ar� gr�ater than proj ected, Lessar may
adjust the monthly est[mated payments of Addiiional Rent for the remainder of the calendar
year.
{B) Within ninety (90) days after the expiration of each ealendar year during the Lease term, or as
saan as reasonably practical tlaereafter, Lessor sha11 determine the actual Additional Rent
Expenses that it incurred during the preceding calendar year and submit to Lessee a statement
setting forth such detertnination. �Vithin ihirty (30) days after �he delivery of such statement,
(i) Lessee shall pay Lessor any deficiency between ihe estimated Additiona.l Re�t paid to
Lessor during th� previous calendar year and the actual Additional Rent Expenses incurred by
Lessor, or (ii) Lessor shall, at L�ssor's election, refund to Lessee any overpayment of
Additianal R�nt Expenses far ihe previaus calendar year or credit the next installment (or
installments as necessary} of �siimated Additional Rent fox the tl�en current calendar year by
the amount af any overpayment by Lessee.
(C) Lessee may at Lessee's sole cost and expense, at reasanable times during Lessor's normal
business hours, upon reasanable notice, audit Lessor's books and records r�gardin� the
Addi�ional Rent Expenses for any particuiar calendar year. Les�ee must request any intended
audit no later than sixty (60) days following Lessee's receipt of Lessor's staternez�t of actual
Additional Rent Expens�s for the previous calendar year.
(D) Lessee shall pay prior io delinquency all taares assessed against or levied upan its oc�upancy
of the Leased k'remises, ar upon the fixtures, furnishings, equipment, and all o�ier personal
progerty of Lessee laeated in the Leased Preinises. When possible Lessee shall cause its
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�xtut'�s, fi�rnishings, equipment, and oiher personal property to be assessed and billed
separately from the property o�' Lessor. Ii any of Lessee's fixtures, furnYshings, equipment,
and other personal property in the Leased Premises are assess�d and taa�ed with t�e property
of Lessor, Lessee shall pay to Lessor its shaxe of such taa�es within ten {10) days after
Lessor's deiivery to Lessee of a written statement of ihe taxes applicable to Lessee's iixtures,
fiirnishings, equipment or pexsonal property.
Lessee will not permi� to remain, and will at its cost and �xpense promptly discharge, all liens,
encumbrances, and chaz'ges upon the Leased Premises or a part thereof, arising out of the use or
occupa�cy of the Leased Premises by Lessee, or by reason of any labor or rnaterials furnished or
claimed to have been fumished, by, through, a� under L�ssee, by reason of any consttuction,
alteratian, addition, repair, or demolition of any part of the Leased Premises.
All installments o� R�nt thai are past due far more than 7 days sha11 bear interest at the highest
non�-usurious rate chargeable b� Lessor to Lessee from #he date due until paid. The parties
acla�owledge that the late charge is for the purpose of defrayin� Lessor's adz�ra�inistrative and other
expenses iricident to handling delinquent amounts and that the late charge will fairly compensate
Lessor for those adminis�'ative and othar expenses r�hich cannot be determined precisely. Unless
changes in accordance with Texas Iaw, the applicable method of cal�ulating the usury rate ceiling
under Texas law is the indicated (weekly} rate ceiling, from time to time in effect, as pro�ided in
Tex. Fin. Code Ann. § 303.30130$, as amended.
SECTION �. Im�rovements, Repairs. Replacements, Adtiitxons. and Removais. Lessor, at its
sole cost and expense shall have "Leased Pz'emises" repainied and new carpet installed ("Lessor
Work"} prior to occupancy by the Lessee.
Lessor shall provid� housekeeping services ta Leased Premises on a schedule o� twice weekly on
Sunday and Weclnesday evenings.
Lessor at its cast and expense agrees to mainfain and repair �he roof, structural wa11s and major
components of the aix conditioning and heating unit o� the Leased Premises upon written
notifzcaYion of any necessary repairs from L�ssee. A contractor laired by ihe Lessor will conduct
routine maintenance o� the air conditioning and hea�ing units. Lessee will provide such writtet�
no�zfication as soon a,s it discovers repairs are necessary and Lessor shall complete or have
competed the repairs or maintenance witk�i� 1p days of receiving such notzfication (or if the repair
is nQt capable of being completed within 10 days, within a reasonable time thereafter, so long as
LBSSOZ 15 diligently pwrsuing such repair). Failure of fihe Lessor to complete such repairs or
mainienance shall be considered a deiault under the Lease.
SECTION 6. Insurance Lessor agrees �o insur� the Leased Prarnises. Such insurance shall
provide protection for liability, iire and casualty, and property damage for the property owned by
the Lessor, situated at, and including, the Leased Premises.
Tha City of Fort Worth is basically a self-funded entity and as such, generally, it does not maantain
a corr�mercial Iiability insurance policy to cover prexn�ses liabxlity. Damages for which the City of
Ciiy of Fo1�t Worth Lease Page 3
Fort Worth would ultimately be found liable would be paid directly az�.d primarily by the City of
Fort Worth and not by a commercial insurance company.
Damages for which �he City of Fort Worth would ultimately be found liable would
be pa.id directly and primaxily by ihe City of Fort Worth and not by a comtneraial
insurance company £or the �ollowing:
a) Prexnises/�perations/Casualty
b) Independent Contractors
c) Broad Form Contractual in support of the Indetnx�ity Section o�this Lease
d} Personal Injury Liability with employee and contractual exclusions removed
e} Automobil� Liability
SECTION i. Fixtures. Lessor herein agrees that no personal pxoperiy or equipment, owned ar
ins#alled by Lessee, or any representative of Lesse�, shall, under any circumstances, l�ecome a
fixture, and that Lessee shall reserve the righi ta remove any az�d all such property or equipment at
any tzme during the term of this lease, or subsequent �o its termin�tion by either pariy; providec�
that Lessee shall repair all damage �o the Leased Pr�mises caused by the placement or removal of
such personal property or equipment within the Leased Prez�aises. Lessor furkher agrees ihat she/he
will, ai no time, hold or retain, any praperty owned or installed by Lessee, for any reason
whatsoeve�, except in the event of a default by Lessee.
SECTION 8. Termination and Ri�ht of Insuection.
The rights contained in Seetion 7 shall survive the termination of the Lease Agree�ent.
Lessor reserves the right to enter upon the Premises at all reasonable times fflr the purpose of
inspecting the L�ased Premises, provided that such entry does not adversely conflict with Less�e's
rights hereunder.
SECTION 9. Surrender of Leased Premises. Upon the expiration or earlier termination of this
Lease for any reason whatsoever, Lessee shall surrender possession of the Leased Premises in the
sa,�e condition as the Leased Premis�s were in upon delivery of possession under the Lease,
reasanab�e wear and tear excepted. Lessee also shall surrenc�er all keys far �e Leased Premises to
Lessor at the place then fi�ced for the payment for Rent and shall inforrn Lessor af all cambinatians
on lacks, safes, and vaults, if any, on 'ti�.e Leaser� Premises. Lessee shall r�mo�e a11 its furnit�ure
and equipment on flr befare ihe termination of the Lease; and Lessee s�.all be responsible for
repairing any c�amage to the Leased Pr�mises caused by the removal of furniture and equiprnent.
SECTION 10. Governmental Reg�lations. Lessee and Lessor agrees to comply fully with al]
applicable Federal, state, and municipal laws, statutes, ordinances, codes, or regulations in
connection with use of the Leased Premises. It will be the responsibility o� Lessar to malee a11
impravements necessary to make the Leased Premises eomply with the Americans Wiih
Di�abilities Act of 1990 {"ADA"), 42 U.S.C. § 12101 et seq•
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Lessee shall not introduce nor allow to be introduced any hazardaus waste or materials withan the
Leased Premises. Lessar represents and warrants that to the best vf its lcnowledge it has not
introduced any hazardous wastes or materials within the Leased Premises and that all hazardaus
wastes or rr�aterials have been abated; that if any hazardous wastes or materials are found on the
Leased Premises tha# were introc�uced p:�or to the occupancy by Lessea, Lessor will indemnify
Lessee against all costs associated with the removal of the materials.
SECTION 11. Acceutance of Leased Premises. Lessee represents tk�at it takes th� Leased
Premises AS-IS, WHERE-IS in good conditifln and thai ihe Leased Premises are suitable for the
purposes for which they are being leased. Lessor has made no repres�ntations or warranties,
express, implied or arising by operation of law regarc�ing the condition of the Leased Pr�mis�s ox
its fitness for a particular purpose.
SECTrON 1�. Permitted Contests. Lessee shall not be requix'ed to pay any tax, assessment,
levy, fee, Rent, or cba.rge or to comply with any Iaw, ordinance, rule, order, or regulation referred
to in Section 11, or to discharge ar remove ariy lien, encumbrance, or char�e referred to in Sectian
4, so lang as LEssee cont�sts, in good faith and at its cost and expense, the amount ox va.lidity
thereof, in an apprapriate manner or by appxopriate proceedi�gs which shall operate during the
pendency thereof to prevent (i) the collection of or other realiz�.tian upan the t�, assessment, l�vy,
fee, Rent, charge, lien, or encumbrance so contested, and (u) ihe sale, forfeiture, or loss of the
Leased Pzez�ses or any part tbereof, or of th� Base Rent or any Additional Rent or any proration
thereof, to satisfy the same; and which prpceedings shall not affact the payment in full of any Rent
payable hereunder ar any use or disposition thereof by Lessor; pravi.ded, that no such contest shall
subject Lessox to risk of any eivil or criminal liability, and Lessee shall give reasonable securiry as
may be demant�ed by Lessor to insure payment of any tax, assessment, Ievy, fee, Rent charge, lien,
or encumbrance contested as provided in this Section and to prevent any such saie or farfeitura
{including, wi�hout limitation, the postiug of a bond with respect to any mechanic's lien). While
any such matters are pending, Lessor shall not have the right to pay, rernov�, or cause ta be
discharged the tax, assessment, l�vy, fee, Rent, charge, lien, or encu�nbranee being contested.
SECTION 13. Noiices.
All notices to Lessor shall be sent to:
CSM Hole�ings, LP.
Attn: Rick Matus
P. O. Box 21.04
Fort'VVarth, Texas 76104
City of Fort Worth Lease Page S
All natices to Lessee shall he sent to:
City of Fort Worth
Rea1 Property Management
Attn.: Ju1ia Burnett, Manager
927 Taylor Street
Fort Worth, Texas '76102
Mailing of aI1 notices under the Lease sha11 be deemed sufficient if mailed certified mail; retuxn
receipt requested and addressed as specified herein ta ihe other party's address. All tirne periods
related to any nfltice requirexnents s}�ecified in the Lease shall cammence upan the terms specified
in the section requiring the notice.
SECT�ON 14. Entire A�reement. This Lease shall constitute �h� entire agreement of the Lessor
and Lessee, and shall supersede any prior agreements, eifiher aral ox wz�itten, pertaiuing to the
Leased Premises.
SECTION 15. Waivers. One or more waivers of any covenant, terrn, or condztion of the Lease
by either Lessar or Lessee shall not be constru.ed as a waivar of a subs�quent breach of the same
covenant, ierm, or condition or any other covenant, te� oz co�dition of the Lease. Tha consent or
approval by either Lessor or Lessee �o or of any act by the other party requiuring such eonsent or
appraval shall nat be deemed a waiver or render unnecessary consent to or approval of any
subsequent act.
SECT�DN 16. Venue. This lease and the relatxflnship created hereby shall be governed by the
laws of the State of Texas. Venue for any action brought fo interpret or enfarce the terms of the
Lease or for any br�ach shall be in Tarrant County, Texa�.
SECTION 1'�. INDENINYTY. LESSEE SHALL BE IN EXCLUSNE C�NTROL OF THE
LEASED PREMISES, AND LES�OR SHALL NOT HAVE ANY LIABILITY TO LE�SEE OR
ANY THIl�D PARTY IN CONNECTZON WITH THE LEA,�ED PREMISES UNLESS CAUSED
SOLELY BY THE WTLLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LESSOR. TO
THE EXTENT PERMITTED BY LAW LESSEE SIIAL,L INDEMNIFY, PROTECT, DEFEND
AND HOLD HARMLESS I�ESSOR AND ITS AFFILIATED COMPANIES, PARTNERS,
SUCCESSORS, ASSIGNS, OFFICERS, DIRECTOR�, SHARESHOLDERS, EMPLOYEES
AND AGENTS {COLLECTTVELY, "TNDEMIVITEES"} FOR, FROM AND AG.AJNST ALL
LIABTLTTIES, CLAIMS, DAMAGES, LO�SES, LIEN�, CONTESTS, FINES, PENALTIES,
CAU,SES OF ACTTON, SUITS, NDGMENTS AND EXPENSE (INCLUDING COURT COSTS,
ATTORNEYS' FEES, AND C�STS OF INVESTIGATTON) OF ANY I�Il�TD FOR BODII.Y OR
PERSONAL INNRY (INCLUDING DEATH) OR PROPERTY DAMAGE OCCLTRRING ON,
IN OR ABOUT THE LEASED PREMISES (COLLECTNELY, "LIABILITTES") OR IN ANY
MANNER ARISIlVG OUT OF OR CONNECTED WITH LESSEE'S U�E �ND OCCUPANCY
OF THE LEASED PREMTSES, EVEN IF SUCH LIABILITIE� ARISE FROM OR ARE
ATTRiBUTED TO THE CONCURRENT NEGLIGENCE OF ANY INDEMNITEE.
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IN NO EVENT, HOWEVER, WII,L LESSEE'S INDEMNIF'TCATION OBLIGATIONS APPLY
T� ANY LIABILITIES ARISING S4LELY FROM THE GROSS NEGLIGENCE OR THE
WILLFUL MI�CONDUCT OF AN IlVDENIl�TITEE WHETHER DUE ]N WHQLE OR IN PART
TO SUCH GROSS NEGLIGENCE OR WII,LFUL MISCONDUCT OF SUCH INDEMNITEE.
UNDER NO CIRCUMSTANCES WILL LE�SOR EVER BE LIABLE UNDER THIS LEASE
F4R CONSEQUENTIAL OR SPECIAL DAM�GES.
THIS TNDENINIFICATION �HALL NOT BE LIMITED TO DAMAGES, COMPENSATION
QR BENEFIT� PAYABLE UNDER INSURANCE POLICIES, WQRKERS' C�MPENSATTON
ACT�, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS. THE
PROVISION OF THIS PARAGRAPH APPLIES TO ALL ACTIVTTTES OF LE55EE WTTH
RESPECT TO THIS LEASE. NOTHTNG CONTIIINED HEREIN SHALL EVER BE
CONSTRUED SO AS TO REQZ]IRE LESSEE TO ASSE�S, LEVY AND COLLECT ANY TAX
TO FUND ITS OBLIGATIONS UNDER THIS SECTION.
THE PRQVISIDNS OF THIS SECTI4N 19 APPLY TQ ALL ACTNITIES OF LESSEE WITH
RESPECT TO THIS LEASE, WHETHER OCCURRIlVG DURIlVG ANY PREOCCUPANYCY
CONSTRUCTI4N OF TENI�NT IlVIPR4VBMENTS BY LESSEE (IF ANY), DURING
LESSEE'S MOVE-IN OR MOVE-OUT OF THE LEASED PREMISES, OR DURING THE
TERM QF THIS LEASE.
SECTION 1�. WAIVER OF LIABILITY. LESSEE WANES ALL CLAIlVIS AGAIIVST
INDEMNTTEES FOR INJURY TO OR DEATH OF PERSONS OR FOR ANY LO�S OF OR
DAMAGE TO PROPERTY OF 'LESSEE, IT,S EMPLQYEES, AGENTS, CUSTOMERS, OR
INVITEES REGARDLESS OF WHETHER THE LOSS OR DAMAGE IS DUE TO
CASUALTY, THEFT, OR ANY OTHER CAUS�, UNLESS THE INJURY, DEATH, LOSS, OR
DAMAGE IS CAUSED SOLELY BY THE WILLFUL MF,SCONDUCT OR GR4SS
NEGLIGENCE OF AN INDE�TEE. ALL PERSONAL PROPERTY IN THE LEA�ED
PREMISES IS AT THE RISK OF LESSBE ONLY, AND LESSEE WAIVES ALL CLAIMS
AGAINST INDEMNITEES FOR ANY DAMAGE TO OR THEFT �F PERSONAL PROPERTY
1N THE LEASED PREMISES CAUSED BY AN INDENINITEE AND/OR I�ESSEE WHETHER
OR NOT DUE IN WHOLE OR IN PART TO THE NEGLTGENCE OF ANY INDEI�INTTEE.
SECT�ON 19. CASUALTY AND COND�MNATION. (A) I#' alI or any portion of the Leased
Premises are damaged by fire ar other casualiy resulting from the fault or negligence of Lessee ar
any of Lessee's agents, employees, cont�ractoxs, lieensees or invitees, Rent sball nat abate during
the repair of such darnage, and Lessee shall repair and restore such damage to Lessor's reasonable
satisfaction. If the Leased Premises are damaged by fire or oiher casualty not caused by
negligence or fault of Lessee, its agents, enr�playees or znvitees, ihe following s�all result: {i)
should the Leased Premises be rendered wholly unfit for occupancy and not he susceptible to
repair within a reasonable tim� aiter 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 ap�ortioned to the
trme of such damage and immediately surrender the Leased Premises to the Lessor; or {ii) should
such darnage be susceptible of repair within a zeasanable time a.fter occurrence, Lessee shall
prompily cause such repairs to be made (which shali be paid by the City of Fort War�h, in
accordance with Section 6 hereo� without affecti.ng this Lease, but the Rent shall be equitably
City of Fort Worllz Lease Fage 7
reduced ar abated while such repairs are being made. In all cases, due allowance shall be mad�
for reasonable delay effecting repairs where caused by delay in adjustment of insurance loss,
sfrikes,labor difficnities, or any cause beyond Lessee's contxol.
Tf al1 ar subsfantaally all of the Leased Premises is talcen by conde�nation proceedings or right af
eminent domain, this Lease will terminafie on the date of such taking. All sums awarded or agreed
upon between L�ssor and the condemning authority for the taking o� the interest of Lessor or
Lessee, whether as damages or as compensation, will be thc property of Lessor wi�thou� prejudice,
excepi for claims of Lessee against the condemning authority for moving costs and the
unamortized cost of leasehold improvem�nts paid for by L�ssee taken by the condemning
authority. Tn no event, however, shall such cl.aims by Lessee reduce the amount that would
otherwise be recoverable by Les�ee for such condemnation, nar shall Less�e's claims be
recflverable frorn Lessor. If ihis Lease is terminated under this paragraph, Rent wili be payable up
to the date that possession is taken by �he condemning authority, and Lessor shall refund to Lessee
any prepaid unaccrued Rent less any sum �hen owing by T,essox to Lessee.
SECTION 20. DEFAULT AND REMEDIES.
20.1 Lessee Defaults. The occurrence o� any of the following shall constatute a default
under this Lease:
(a) Lessee's failure to pay Rent or to make any other payrnent xequired ta be
made by Lessee hereunder wh�n due within ten (10) days after Lessee's
receipt of no�ice of nanpayment from Lessor, pravided hawever, t�at Lessee
is entitled to only two such notices per calendar yeax. After second notice
Lessee shall be in deiault if any payment is not made when due.
(b) Abandonment ar vacation of the Leased Premise by Lessee, far any purposa
except remodeling or restora�ion.
(c) Lessee°s f�ilure to cause to be r�Ieased or bonded around mechanics or
materialmen's liens filed against the Lea�ed Premises a� a result o�th� aci or
omission of Lessee, it emplayees, agents, contractors or subcont�'actors
within 30 calendar days after ihe date such lien bas been filed.
{d) Lessee's faifure to abserve or perform any other provision of this L�ase to
be obsez�ed ar per�ormed by Lessee, where such failure continues for 30
days after written notice thexeaf by Lessor to Lessee; provided, however,
tbat if the nature of such failure cannof reasanably be cured within such
thirty (30) day periad, Lessee shall not be deerned to be in default if Lessee
shall within such period commence such cure and thereafter diligently
prosecute the same ta completion.
20.2 Remedies for Lessee Defaults
Lessee Default. �n the event of any default by Less�e, th�n, in addition to any other
remedies available to Lessor at law or in equity (all af v�rhich riglats and remedies shall be
cumulative, with �lie axercise of one or more rights or remedies no� to impair Lessor's
rights to exercise any other rigbt or remedy, and alI of which may be exercised with or
City of Fort Worth Lease Page 8
without legal process as then may be provided or permitted by the Iaws of the State a�
Texas), Lessox shall have the �allowing remedies:
{a} Lessar may terminate this Lease and all rights of Lessee by giving notice to
Lessee of such election. if Lessor elects so to terminate this Lease, Lessor
may :recover from Lessee the worth at the time of award of any unpaid Rent
and any other indebtedness that has been earned at the time of such
tertnination.
As used in (a} �he "worth at the tirn� of award" is computed by allowing interest at
the highesi rate allowed to be charged by nonexerript lenders on other than
consumer loans under Texas usury laws.
{b) In addition to the rights set forth above, Lessor may also altar locks andlar
security devices at the L�ased Premises following notice af ternvnation of
the Lease.
(c) Nothing in this section 2Q shall be de�rned to affect Lessor's right to
indemnification for liability or Iiabilities arising prior to termination of this
Lease fo�r personal injury or property damage under �e indemnification
clause or clauses cantained in this Lease.
(d) Notice of Ternlination. If Lessee fails to cure any default within the time
periods set forth in Sectian 20.1 above, Lessor may terrruna�e this lease upon
�vrit�en notice io the Lessee. Termination shal� be effective S days after
Lessee receives such notic�.
20.3 Lessor Default.
In �he event of any default by Lessor, Lessee shall give Lessor rvritten notice specifying the
default wit�i particularity, and Lessar shall thereupon have thirty (30) days (plus an
additional reasonable periad as may be required in the exercisc by Lessor af due diligence)
in which to cure any such default. If Lessor fails to so cure any default af�er this notice,
Lessee may terrninate this Lease upon written notice to Lessor, such ter�znatian to be
effective within thirty (30) days a�ter Lessor's receipt of such noiice. All abligations of
Lessor und�r this Lease are covenants, not conditzons, and all obligations of Lessor are
binding upan Lessor anly during the period of its �wnershi� of �he Leased Premaises and nat
thereafter. Lessor's liability far the per�armance of any Lessor obligations under this Lease
is lim:ited to L�ssor's interest in the Leased Premises. The ov�mer of the Leased Pr�mises at
the date of commencement of the term wi11 be raleased from a11 ohligations of the Lesso:r
accruing af�er any tran�fer o£ the Ileased Premises to a snbsequent owner, and the
co�enants and obligations of Lessor a�re bzxzding during tl�e tarm upon each new owner for
th� c�uration of such owner's ownership.
SECTION 21. Lessee may not record this Lease or a memorandum of this Lease, v�rkhout
the �rior written consent af Lessar.
Caty of Fort WoYth Lease Page 9
[SZGNATURES ON THE FOLLOWIIVG PAGE]
City of Fort Warth Lea.�e Page 1 Q
�TGNED this' �-� �ay of Yl o V��r � 4 �� , 2001.
LES SOR: � LES SEE:
CSM HOLDING5, LP CITY OF FORT WORTH
BY: �
CSM Haldings, LP
A Texas lunited liability company
By;
Name:
Authorized Representative
ATTEST:
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Da�e
APPROVED AS TO
FO 1�ND LEGALITY:
City A�ta , or His Design�e
M&C No : �;,�� �l _ _ —.�. ' � ` .
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Contract Na: � ;�'. r' �
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City ofi�'ort Worth Lecase Page l.l ��� ����( ��+ �
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STATE OF TEXAS §
COUNTY OF TEXAS §
B�FORE ME, the undersigned autharity, a Notazy Public in and faz the Stat� af T�xas,
on this day personally appeared,l�own to me to be the same person whose naane is subscr�bed to
the �'oregoing ins#�ruument, an.d acknawledged to me that the same was the act of CSM Holdings, LP
and that he executed the same as the act of said CSM Holdings, L.P, for the purposes and
cansidera�ian therein expressed and in the capacity #herein stated.
GNEN UNDER MY HAND AND SEAL OF �FFICE this ���� day of
�t3 ✓ �+�, � � �� , 2001.
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Public in and for ihe S�ate of Texas
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City of Fort Warth Lease Page 12
STATE OF TEXAS §
COUNTY OF TEXAS §
BEFORE ME, the uridersigned autharity, a Notary Public in and for the State of Texas, on this
day personaliy appeared Jae Paniagua, lrnawn ta me to be the �ame person whose n�me is
subscribed to the �oregoing instrument, and acknowledged to me ti�at the same was the act a� Tk�e
City of Fort Worih and that he executed the same as the act of the City of Fort Worth, far the
purposes and consideration therein expressed and in the capacity therein stated.
GNEN UNDER MY HAND AND �EAL QF OFFICE tl�s ����' day of
��Yp� RQSEL
JI� , 2001 . ���• �, �f LA BARNES _
NOTARY F�U�� IC
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Not�ry Public in and for the �tate of Texas
City of Fort �orth Lease Pc�ge 13
E�IBIT A
LEG.AL DESCRIPTION
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City af Fort Worth Lease Page I4
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LEA5� AGREEMENT
STATE OF TEXAS § � -
COUNTY�OF TARRANT §
This Lease Agreement (Lease) is made and �ntered into this, the lst day of December, 2001, the
eff�ctive date hereof, ai For� VVorth, Texas �y �d between CSM �oldings, L.P., (Lessor), and the
City of Fart Wortli, a municipal corpoz'ation, acting by azad through its duly auihorizecl Assistant
City 1Vlanager, Joe Paniagua (Lessee). The term "Lessor" sha11 include the agen�ts, representatives,
employees, and contractors af Lessor. The term "Lessee" sllall include t�e agants, representatives,
an.d emplayees of Lessee.
SECTION 1. Leased Premises. For and in consideratian of tlae rental payments to be paid under
this Lease, Lessor Ieases ta Lessee and Lessee leas�s from Lessor:
2,200 square feet of of�ce space in the Bicoechi building (the "B�ildin�"} at 211 Sauth
7eiulings Avenue, Fort Worth, Tanant County, Texas, a more particular description of
whi.ch is attached as "Exhibit A".
This o�fice space as described abo�e and four dedicated parl�ing spaces provided in the re�r
parking lot for this suite, tagether with any and all structures, in�provements, fixtures and
appurtenanc�s thereon, thereunder ar oveX, shall k�e referred ta as the "Leased Premisas".
SECTION �. Use_ of Premises. The Leased Premises shall be used primarily for administrative
offices far the C�ty of Fort Worth Code Coinpliance Multi-Family Inspectian Team.
The .Leased Premises may not be used for any illegal activity, or any activity of a hazai�cious or
k�igh-risk naiure that would endanger property or hurnan safety. Lessee wi�l take rneasures to guard
against any conciition at the Leased Premises of an �llegal iiature, or of a hazardous ar high-rislc
nature that would endanger properly or human safety.
Lessor rese�ves the right to approve placemeni of any furnituxe or fxtures i11 tk�e coinmon area in.
the atrium lobby lacated at the rear of the buitding.
Lessor reserves the right ta approve any signage prior to placement on the Leased �remises.
SECTYON 3. Term and Rent. This lease shall be far a period of five years commencing on
Deeer�ber 1, �001, and terminating on November 3�, 2006, unless a prior Tert�ainafion is effected �
by ertl�er Lessor or Less�e under tl�e tez-�nination provisions of this Lease. Duz-ing the iivtia� five-
year term of this Lease, Lessee shall pay Lessor azuival6ase rei7t of $$.75 per square foot �er year
("Base Reni"), and an initial estimated amount of Additional Rez�t (defned herea�ter} of $2.75 pe�
square foot per year (the sum o£ the Base Rent and th� Additional Rent i� heareinafter referred to as
"Rent"), payable i�1 equal monthly installments of $2,108.33. The Rent pay�ilent sl�all be tziade to
the Lessor an the £'�rst day of each month du��ing th� term af this Lease and the first day af the
City ofFort Worth Lease Page 1
month during any extez�sian of the Lease. Rent for any �artial calendar manths shall be prarated
an a per diem basis.
This Lease may be renewed for successive terms of two years eaeh up to a ma.xirnum of
three successive two-year terms, subject to (i) the t�rmination provisions of ihis Lease; ax�d
(ii} the terms azid condziions contained on Exhibi� B, a#tached hereto. The terms o� ihis
Lease shall continue to gavern a.nd control the relationship af th� paa�kies during the reuewal
perivds.
SECTION 4. Additianal Reat Exuenses
Except as ofherwis� provided in this Lease, fhis Lease shall be deemed and constn�ed to b� a
Triple Net Lease. .
(A) During th� term, Lessee shall pay ta Lessor, as additional rent, all expen�es, charges, and ��es
incurred by Lessor in connection witlx: (i} real estate taxes and aI1 other taxes, levies, char�es,
a��d as�essments of eveiy lcind and nalure (including, wiiliout limitation, assessrnents of
pubiic iunprovements or benefits) related to the Leased Premises that become due and payable
dur.in� the term o� the Lease, by Lessor, and (ii) any fire, casuaJty, or liability insurance
maintained by Lessor in cor�nection with the Lea�ed Fremises (xncluding, without limitatian,
any impravement thereon) (all of the foregoing a�re refe�red to as "Additional Rent
Expenses"). In addition, Lessee sha11 pay prompfl}�, when due and payable during the terzns
of the Lease, all charges for electricity, light, power, and �elephone fur�ished to ar for the
benefit of, ox used in connecrion with, the Leased Premises, directly to the service pravider.
Lessor shall notify Lessee hefore tl�e lease cammez�cement date and iaefore the Ueginning of
each calendar year thei•eafter of Lessor's estimate of the Additional Rent Expenses that
Lessar will likely incur duririg that year and Lessee's estimated m.o�thly payment for
Additional R�nt Expenses. Far each month during the Lease �erm, Lessee shall pay Lessor,
as additional ten� ("Additional Rent"), one twelfth {1/1.2) of tiae estimated Additianal Rent
Expenses for t.ki� caler�dar year begu�ing on the Lease commencellzeiit date (aud the first day
af each calendar year fihereafter). I£ Lessor detennines during any particular calendar year
tk�at the manthly estimated Additianal Rent Expel�ses are g�reater than projectied, Lessor may
adjusi the monthly esti�uated payrn.ents of Additional Rent for the remainder of �Ze calendar
year.
(B) Within ninety (9Q) days after the expiration of each calendar year dui-ing the Lease term, or as
soon as reasonably practical thezeafter, Lessor sha11 det�rmine the actual Additional Reni
Expenses fhat it incuxred during the preceding calendar year and submit to Lessee a statement
set�ing forth such datea.xnination. Within tl�irty (30) days af�er the delivery of such staterneni,
(i) Lessee shall pay Lessor a�ay deficieiicy betvveen the estimated Additional Rent paid to
Lessor during the previous calen,dar year and tlie acival Additional Rent Expenses incurred by
Lessor, ox (ii) Lessor shall, at Lessar's election., refund to Less�� any averpayment of
Additional Rent Expenses far the pre�ious calenda.r year vr credit tlze n�xt iz�talhr�ent (ar
installments as iiecessary) of estimated Additional Rent for the then current calendar year hy
th� amaunt of any overpayment by Lessee.
City of Fort Wortlz Lease Page 2
(C) Lessee may at Lessee's sole cost and ex�ense, at xeasoi�able times during Lessor's n.arnial
business llours, upon reasonable notic�, audit Lessor's books and recards regarding the
Additional Rent Expenses for azxy particular calendar year. Lessee must request aaa�+ in#ended
audit no later than sixty (Gp) days following Lessee's receipf of Lessor's staiement of actual
Additional Rent Expenses for t��e previous calendar year.
{D) Lessee shall pay prior to delinqu�ncy all taxes assessed against or levied upon iis occupaa�cy
of the Leased Prem�ses, or upan the fxtures, furnishings, equipment, and alI other personai
p�operty of Lessee located iza the Leased Premises. When possible Lessee shall cause iis
fixtures, furnishings, equipment, and other p�rsonal property to be assessed and billed
separately from ihe property of Lessor. If an}� of Lessee's fixtu.res, f�arnishiiigs, equipment,
and oti�er personal property in the Leased Premises are a.�sessed and taxed with tl�e property
of Lessox, Lesse� shall pay to Lessor its share of such taxes within ten (10} days after
Lessor's delivery ta Lessee of a written statement of the taxes applicable tv Lessee's fixtures,
�urnishings, equipinent or personal properly.
Lessee wili not per�mi� to remain, and will at ifs cost and expense prom�tly discharg�, aIi liens,
encumbrances, and charges upon the Leased Premises or a paai thereo�', arising out af the� use or
occupancy of the Leased PremisEs by Lessee, or by reason of any labor or materials fumished or
claimed to have been furnished, by, th.raugh, or under Lessee, by reason of any construction,
alteration, additian, repair, or demolition of any part af tlie Leased Premises.
A11 installments o� Rent that a7re past due for more i�an 7 days shall bear interest at th� highest
non-usurious rate chargea�le by Lc;ssor to Lessee fram the dace due until paid. The parties
acknowledge that the late charge is for the purpose af defraying Lessor's adxnizustrative and other
expenses incident ta handling delinquent amounts and ��at the late charge will fairly compensate
Lessor #'or those administrative and other expenses which cannot be deterrnined precisely. Unless
changes in aceordance with Texas Iaw, the applicable methad of calculating the usuzy rate ceilin�
under Texas law is the indicated (weelcly) rate cezling, from time to time in e�fect, as provided in
Tex. �in. Code Anli. § 303.34130$, as amen.ded.
SECTION 5. Imnrovements, Repairs. Replacements, Adciitians, and Kemovals. Lessor, at its
sole cost and expense shall have "Leased P:remises" repainted and new car�et installed ("Lessor
Work") prior ta accupancy by the Lessee.
Lessorr shall provide housekeeping services to Leased Premises on a scl�edule of twice weekly an
Sunday and Wednesday evenings.
Lessor at its cost and expense agrees to maintain and repair the raof, stzuctural walls and rnajor
com.ponents of the air conditioning and heating unit flf the Leased Premises upon written
notification af any necessaary repaiars from Lessee. A contractar hired by the Lessor wijl conduct
routine maintenance af the air conditioning and heating units. Lessee ,wi1i provide such writtien
notification as soon as it discovers repairs are necessary aa�c� Lessor shall coi��plete or have
competed the repa3rs or maintenance within 10 days of receiving such natification (or if the repair
Ciry of Fori Worth Lease P�age 3
is not capable af being campleted within 14 days, wi.thin a reasonable time #hereafker, so long as
Lessor is diligently pursuing such repair). Failure af the Lessoi io complete such repairs or
maintena�ce shall be cansidered a defauit uz�der the Lease.
SECTION 6, It�surance Lessor agrees to insura the Leased Premises. Such insuranc� shall
pravide protection for liabilzty, fire and casualty, and property damage for the praperry owned by
the Lessor, situated at, and including, Yhe Leased Preinises.
The City of Fart Worth is basically a self-�unded ��tity and as such, generally, it does nat mau�ta.in
a commercial liability insurance palicy to covar premises Iiability. Damages �or which tlie City of
Fort Worth wauld ultirnately be :found liable would be paaid directly and primarily by the City o�
Fort Worth and not by a camumercial insua•ance company.
Damages for which the City of Fort VV�rtI� would ultimately be found liable would
be paid directly and pri�marily by the City of Fort Worth and n.ot by a commercial
insurance campany for the following:
a} Premises/Opera�ionsfCasualty
b} Independent Contractors
c) Broad Form Coniractual in support af the Indemni�y Section of tl�is Lease
d} Personal Injury Liability with employee and contractual exclusians removed
e) Automobile Liabi�ity
SECTION 7. Fixtures. Lessor herein agrees i�at no personal property or equipment, owr�ec� or
installed by L�ssee, or any representative of Lessee, shall, under any circumstances, become a
fixture, and that Lessee shall reserve the right to remove any and alI sucl� property or equipment at
any time during the term o� this Iease, or subsequent to its fermination by either party; provided
thak Lessee shall repair all damage to the Leased Premises caused by the placemeza.t ar removal of
such personal praperly or equipinent witlain t.�ie Leased Premises. Lessor fiuiher agrees that shefhe
wi11, at no ti�ne, hvld or retaiil, any property awned or uxstalled by Lessee, �or any reason
whatsoever, except in the event af a c�efault by Lessee.
SECTYON 8. Termination and Ri�ht of �nsnection.
This Lease shall ternunate in t�e event that the gov�rning bady oFLessee shall fail to appropriate
sufficient fiinds to satisfy a�y o�ligation of Lessee hereunder. Terminatian shall be effective as of
the last day of the fiscal period for wliich sufficien.t fiinds were appropriated or upon expenditure
afall apprvpriated £ttilds, whichever comes first. The ri�hts contained in Section 7 s1�a11 survive the
termination of the Lease Agre�ment.
Lessar reserves the right to e�ter upon the Prer�ises at a11 reasvnabl� tinnes for the purpose of
i.nspecting the Leased Premises, providad tha� such enhy does not adversely conflict with Lessee's
rights hereunder,
SECTION 9. Holdovear
Cit}+ ofFor^t Worth Lease Prage �4
If tliis Lease is terminated under Section 8, or as a result of the expiration of the Lease term or any
renewal per�od, neither party shall have any further obliga�ion ar lxability tv the other under this
Lease, excepi that Lessoz and Lessee shall be lia�le fo:r the breach of any term, cavenanf, or
condition confained in tk�is Lease oecurrixig prior to the date af the suirender of the Leased
Premises by Lessee pursuant to the termination. Lessor and Lessee shall be bound by the ierms,
covena�ts and condit�ons expressed herein until Lessee surtenders the Leas�d Premises, regardless
of whetl�er tlie daie o�' suilender coi�lcid�s with the daie o�' termination af tl�e Lease; ��pvided
however, thai any possessian of the Leased Premises by Lessee after the date of expiration or
ternunatiolz of the Lease shall be de�med to be a montl�-to-month tenancy at sufferance, tezmuiable
by either party upon 30 days wr'rtten notice,
S�CTION 10. Surrendel• o�' Leased Premises., Upon the expiration or earlier tern�iilatioz� of tlus
Lease for any r�asan whatsoe�er, Lessee shall surrender possession of the Leased Prernises in the
same condition as the Leased Premises wexe in upan delivexy of possession under the Leasa,
reasonable wear and tear excepted. Lessee also shalX surrender all keys for th�; Leased Premises to
Lessor at the place then fixed for the payment for R�n# and shall infarm Lessor af all combinaiions
on locks, safes, and vaults; if any, on the Leased Premises. Lessee shall remave all its Furniture
and equipment on or before the termination of t,he Lease; and Lessee shall be responsible for
repa�rin� any damage to the Leased Premises caused by the removal of iurniture and equipment.
SECTION l.I. Governmental Re�ulations. Lessee and Lessar agr�es to ca�mply fully with aI1
applicable Federal, state, and mursicipal Iaws, statutes, ordinanc�s, codes, or regulations in
connection wi�I� use Qf the Leased Premises. It will be f11e responsibility af Lessor to mal�e all
improvements necessary to rnake the Leased P�'emises comply with �e Americans With
Disabilities Act of 1990 {"ADA"), 42 U.S.C. § 12101 et se�.
Lessee shall n�t int7raduce nor a.11ow to be introduced any hazardaus waste or materials wit�in the
Lsased Fremises. Lessor represents and wat�ants tlsat to the best af its knowled�e it has z�ot
intraducec� any hazardaus r�vastes ar inaterials within the Leased Premi�es and that alI hazardous
wasties ar matez�als have been abatied; that if any hazardous wastes oz materials are found an the
Leased Premises that vvere i�troduced prior to the occupancy by Lessee, Lessor will indemnify
Lessee against alI cosis assaciated wit?a ihe rerrioval af tlae mat�rials.
SECTTON 12. Acceutance of Leased__Prernises. Lessee represents that it takes the Leased
Premises AS-IS, WH�RE-IS in goad condi�ion and that the Leased Premises are suitable for the
purposes for which they are being leased. Lessa.r has made no representatians or waxxanties,
express, implied ar arising k�y opeiation of law regarding the condition of tZle Leased 1'retnise� ar
its ftness for a particular purpose.
SECTI4N 13. Assigu�nent, Lessee may assign ai• suUlet t�iis Lease oi31y upou t11e prior writlen
approval of Lessor, if the use of the prernises �'emauas subs�antiaJly the sarrze as expressed ua
SE�T�ON 2. Upon assignment, this Lease shall be binding on the successars, and lawful assig�xees
of Lessor and the successors of Lessee, as pe��i�it�ed by the teims of this agreernent and shall be
subject to all the responsibi.lities and liabilities of Lessor or Lessee and shall be suhject lo a11
provisions regaxding tennination and evicfizon.
Caty of Fort Worth Lease Pag� 5
�
Lessee shali cause any subiessee to expressly assume in w�riting ancl agree to perform all of
the cavenants, d�ties, and obliga�xons of Lessee under this Lease. The sub�essee will be
jointly and severally liable alang wit� Lessee �ar all abligations of Lessee under t11is Lease.
SECTION 1�. Permitted Contests. LE;ssee shall not be required to pay any tax, assessment,
Ievy, %e, Rent, or charge or to comply wiih any lar7v, ardinance, rule, arder, o� reg�alatio� referred
to in Section l l, or to discharge or remove any lien, encumb�'anc�, or charge re�erred to in Sectic�n
9�, so long as Lessee contests, in good faith and at its cost and expense, the amount vr validity
thereof, in an ap�ropxiaie masu�er or by appropriate proceedings which shall operafe during tlse
pendency thereaf to prevent (i) the collection o� or otl�er realization upon t1�e tax, assessment, levy,
fee, Rent, charge, lien, or encumhrance so contested, and (ii) tk�e sale, faz�f'eiture, or loss of the
Leased Premises or any part thereof, or of the Base Rent or any Additional Rent or any proration
thereof, to satzsfy the same; and which proceedings shall not affect tk�e payment in fi�ll of any Rent
payah�e hereunder or any use or �ispositioz� thereof by Lessor; provided, that no such cantest shall
sub�ect Lessor to risk af any civil or criminal �iability, and Lessee �hall give reasaz�able security as
may be demanded by Lessor fio insure paymeni of any tax, assessme�t, levy, fee, Rent chaxge, lien,
or encumbrance c�ntesied as pravided in this Section and to prevent any such sale ar farfeiture
(including, without limitation, the posting of a bond with respect to any mechanic's lien). While
any such matters are pending, Lessor shall not have the right to pay, remove, or cause to be
discharged the iax, assessment, Ievy, fee, Rent, charge, lien, or encumbrance being contested.
SECTION 1�. Notices.
All notices to Lessor shall be sent �o:
C�M I�oldings, LP.
Atfn: Rick Matus
P. O. Box 2104
Fort Wor�h, Texas 76104
City of Fort Worth Lease Page 5
All notices to Lessee slaall be se�t to:
City of Fort Worth
Rea1 Propei-ty Management
Attn.: Julia Burneit, Manager
927 Taylar Street
Foz-t Worth, Texas 76102
Mailing af alI notices under the Lease shall be deemed suf�'ic'rent if mailed eer�z�ed mail; reiurn
receipt requested and ac�dressed as specified herein tv the other party's address. All time periods
related to any notice requirements specified in the Lease shall commence upon the terms specified
in �lie seciion requiring the not�ce.
SECTI�N 16. Entire A�reement. This Lease s�all constitu.te the entire agreement of the Lessar
and Lessee, and shall supersede any prior agreements, either oral or written, pertazning to the
Leased Premises.
SECTTON 1i. 'I�aive�•s. One ar more waivers of any covenant, term, or condiiion of the Lease
by aither Lessor c�r i.essee shall not be construed as a waiver of a subsequent breach of tlze same
cavenant, term, or condition ar any other covenant, tern� or condition af the Lease. The consei�t or
approval by either Lessor or Lessee fo or of any act by the othe� party requiring such consent or
approval shall not be deemed a w�iver ar render unnecessary cansent to or appraval of any
subsequent act.
SECTION 18. Venue. This lease ax�d the relationshi� created herehy shall be govei-�led by th�
laws of ihe State of Texas. Venue for at�.y action brought to interpret or enforce the terms of the
Lease or for any breach shall be in Tarrant County, Texas.
SECTI�N i9. INDEli�INITY� LESSEE SHALL BE TN EXCLUSIVE C4NTROL OF THE
LEASED PREMI�ES, AND LESSOR SHALL N�T HAVE ANY LlABILITY T� LESSEE �R
ANY THIlZD PA.RTY 1N CUNNECTIUN WITH THE LEASED PREMISES UNLES5 CAUSED
SO�.ELY BY TI�E WTLLFUL MISCONDUCT OR GR05S NEGLIGENCE OF LESSOR. TO
THE EXTENT P�RM�TTEIa BY LAW L��SEE SHALL INDEMNiFY, PROTECT, DEFEND
AND HOLD HARMLESS LESSOR AND ITS AFFII.TATEL7 COMPANIES, PARTNERS,
SUCCESSORS, AS�IGNS, OFk`ICERS, DIKECTORS, 5�IARESHOLDERS, EMPLQYEES
AND AGENTS (COLLECTNELY, "INDEMN.tTEES"} FOR, FROM AND AGAINST ALL
LIABILTTIES, CLAIMS, DAMAGES, LOSSES, LiENS, CONTESTS, FINE�, P�NALTIES,
CAUSES OF ACTION, SUITS, JUDGMENT'S AND EXPENSE (INCLUDING C�URT COSTS,
ATTORNEYS' FEES, AND COST� OF INVESTIGATZON} OF ANY KIlVD FOR BODILY OR
�'ER50NAL TNJURY (INCLL]DING DEATH) OR PROPERTY DAMAGE OCCURIZING ON,
IN OR ABOUT THE LEASED PREMISES (COLLECTIVELY, "LIABILITIES") �R IN ANY
MANNER .ARISTNG OUT OF OR CONNECTED WTTH LESSEE'S USE AND OCCUPANCY
OF THE LEA�ED PR�MISES, �VEN IF SUCH LIA.BILITIES AR.ISE FRQM OR ARE
ATTRIBUTED TO THE CONCURRENT NEGLIGENCE OF ANY TNDEMNI'I"EE.
Ciiy of Fort Worth Lease Page 7
1N NO EVENT, H�WEVER, 'S�IILL LESSEE'S INDEIVINIFICATION OBLIGATIONS APPLY
TO ANY LIABiL�TIES ARISING SOLELY FROM THE GROSS NEGLIGENCE OR THE
WILLFU� MISCONDUC'� OF AN INDEMNITEE W�I�THER DUE IN WH�LE OR TN PART
TO SUCH GROSS NEGLIGENCE QR WII.LFUL MISCONDUCT OF SUCH INDEMNiTEE.
UN,DER NO CIl2CUMSTANCES WILL LESSOR EVER BE LIABLE �C]1�DER THIS LEASE
FOR CONSEQUENTIAL 4R SPECTAL DAMAGES.
THIS INDEMNIFICATION SHALL NOT BE LIlV.FITED TO DAMAGES, COMPENSATION
OR BENEFITS PAYABLE UND�R INSURANCE POLICIES, WQRKERS' COMZ'ENSATZ�N
AC�'S, DISABTLIT�Y BE1�IE�IT ACTS OR �THER EMPLOYEES' BENEFIT ACTS. THE
PR�VISION OF THIS PARAGRAPH APPLIES TO ALL ACTIVITIE� QF LESS�E WITH
RESPECT TO THIS LEASE. NOT�-iING CONTAINED HEREIlV SHAY,L EVER BE
CONSTRUED SO AS TO REQUIRE LESSEE TO AS�ESS, LEVY AND COLLECT ANY TAX
TO FUND ITS OBLIGATIONS IJNDER THIS SECTZON.
THE PROV]SIONS OF THIS SECTTON 19 APPLY TO ALL ACTNIT�ES OF LESSEE WIT�-i
RESPECT TO THIS LEASE, WHETT-�ER OCCURRIIVG DURTNG ANY PREOCCUPANYCY
CONSTRUCTTON OF TENANT IMPROV�MENTS BY LESSEE (1F ANY), DURING
LESSEE'S MOVE-IN �R MOVE-OUT OF THE LEASED PREMISES, OR D�JR.ING THE
TERM OF THIS LEASE.
SECTIC�N 20. WAIVER QF LIABTLITY. LESSEE W.�IIVES ,�LL CLAIMS AGAINST
INDEMNiTEES FdR 1NJURY TO 4R DEATH OF PERSONS OR �'OR ANY LOSS OF OR
D.AMACE TO PROPERTX �F LESSEE, ITS EMPL�YEES, AGEIVTS, CUSTOMERS, 4R
INV.[TE$S REGARDLESS �F WHETHER THE L�SS OR DAMAGE IS DUE TO
CASUAL'I`'Y, THEFT, OR ANY OTH�R CAUSE, UNLESS THE INJURY, DEATH, LOS�, 4R
DAMAGrE I� CAUSEb SOLELY BY THE WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE 4F AN IlVDENIlVITEE. ALT, PEKSONAL PROPERTY IN THE LEASED
PREMISES IS AT THE RISK OF LESSEE ONLY, ,ANI7 LESSEE WANES ALL CLAIlVIS
AGAINST INDEMIVITEES FOR �NY D,AMAGE T�? OR THEFT OF PERSONAL PR4PERTY
IN THE LEASED PREIVIISES CAUSED BY AN 1NDEMMTEE ANI�/OR LESSEE WHETHER
OR NOT DUE TN WHOLE OR IN PART TO THE NEGLTGENGE +aF ANiT IlVDENIl�]ITEE.
5ECTION 21.. CASUALTY AND CONDEMN.ATIaN. (A) IF a11 or any portion of the Leased
Premises are damaged by fue or other casualty res�lting froin the fault ar negligence of Lessee or
any of Lessee's agents, einployees, contraciors, licensees ar invitees, Rent shall not abate during
the repair of sucl� damage, and Lessee shall repair and restore such daxr�age to Lessor's reasonable
satisfactior�. Tt' the Leased Premises are dainaged by ftre or other casualty not caused by
neglige�ce or fault af I,essee, its agents, employees or invitees, the faliowing shall result: {i)
should the Leased Premi.ses be rendered whoily u�nfit for occupancy and not be susceptible to
xepair within a reasonable time after such dainage, �.essar and Lessee sha11 each ha�� the optioi� to
tenninate this Lease as of the date of such damage, and Lessee shall pay Rent apportioned to the
time of sucb damage and immediateiy sutrender the Leased Premises to t1�.e Lessor; ar(ii) should
such damage be suse�ptible of repair within a reaso��able iune aftei occurrence, Lessee s11a11
pramptly cause such repairs to ba made (wk�ich shall be paid by khe Ciiy of Fort Worth, in
accordance with Secfiion 6 herea fl without affe�ting i�iis Lease, but the Rent shall be equitabiy
City of Fort iYortl� Lease Page 8
reduced ar abated while such repairs are being ma�e. In a11 cases, due allowance shall be made
for reasonable delay effecting repairs where caused by delay in adjustment of insurance loss,
strikes, labor dif�aculties, or any cause beyond Lessee's control.
If all or substantially all of the Leased Premises is taken by candemnation praceedings oc right of
eminent domain, tliis Lease will terminate on the date of such taking. A11 sums awarded or agreed
upon between Lessor and �he condemning authority for the takii�g of tlle ii�te�•est of Lessor or
Lessee, whether as damages or as compensation, wi11 be the property of Lessor witliout prejudice,
except for claims of Lessee against the condemning authority for moving costs and the
unamorfized cast o£ Ieasehflld improvements paid �or I�y Lessee taken by the candemnixlg
authority. In no e�ent, hawever, shall such claznls by Lessee reduee the arnount that would
atherwise be reco�+erable by Lessee far such con�d�rnnation, nor sha11 Lessee°s claiins be
recoverable from Lessor. I� this Lease is termiz�ated under �kus paragraph, Rent will be payable up
to the date that possession is taken by the condemning authority, and Lessvr shall xefund to Lessee
any prepaid unaccrued Rent less any sum then owing by Lessor to Lessee.
S�CTION Z2. bEFAULT A1�TD REMEDYES.
22.1 Lessee Defaults. The occunence of any of the following sllall constitute a default
under this Lease;
(a}
�)
(c)
(d)
Lessee's failure to pay Rent or to make any other payrnent required tfl be
made by Lessee hereunder when due within ten (10) da}�s aftex Lessee's
receipt of not�ice of nonpayment fram Lessor, provided however, that Lessee
is �ntitled to only twa such notices per calendaa year. After second notice
Lessee shall be ui defaulr if anp payment is not made when due.
Abandonment or vacation af fJae Leased Premise by Less�e, for any purpase
excepf remodeling or res�oration.
Lessee's �ailure io cause to be released or bondeci around mechanics or
rnaterialrnen's liens filed agai�st the Leased Premises as a result of ihe act ar
omissian af Lessee, it employees, agents, cantractors or subco�tractors
wifhin 30 calendar days after the date such lien has been filed,
Lesse�'s failure to abserve or perform any other provision of ihis T.ease to
be observed or pez'formed by Lessee, where such failure continu�s for 30
days after w�-itien notice thereof by Lessor ta Lessee; provided, howev�r,
that if the nature of such failure ca�lnot reasona�ly be cured within sucli
thirty (30) day period, Lessee shaXl nof be deemed to he in defauli if Lessee
shall withiil such period commence such cuze and thereafter diligeiitly
prosecute tl�.e same to comple�ron.
22.2 Remedies far Lessee Defaults
Lessee Default. �n the event of any defauXt by Lessee, then, in addition to any other
remedies available to Lessor at law or in equity (all of w1�icl� rights and remedies shall be
ctunulative, with the exercise of one or mor� rights or rernedies iiot to impair Lessor's
rights to exercise any other rright or remedy, and' alI o� which may be exercised with. or
City of Fort Warth Lease Page 9
without legal process as then may be provided or pennitted by tla� laws of tlae Staie of
Texas), Lessor sha11 have tlie fo3lowing remeclie�:
(a) Lessor may ternunate t1�is Lease and all rights of Lessee by giving notice to
Lessee o� such electzan. If Lessoz' �Iects so to terminate this Lease, Lessor
may recover fram Lessee the worih at �tkie time of awazd of any unpaid Rent
and ai�y otk�er indebtedness t11at has �een eai-�ied at the tirne of such
termination.
As used in (a) the "worth at the tim� of award" is computed by allowing interest at
the highest rate allawed to be charged �ay nonexempi lenders an vther than
cox�sumer loans under Texas usury laws.
(b) In addition to tl�e rights sek forth above, Lessor may alsa alter locks and/ar
security c�evices at the Leased Premises following nvtice of terminatian of
the Lease.
(c) Nothing in this sectian 22 shall be deemed to affect Lessar's right to
indemnificafion for liability ar liab'rlities arising px:ior to termination of �his
Lease for personal injury or prope�-t}+ damage under t�ae indemnification
clause or clauses containec� in ilus Lease.
{d} Notice of Tarmination. If Lesse� fa.ils to cure any default within the time
periods set forth in Section 22.1 above, Lessor may terininate this lease upon
vvritten notice to the Lessee. Tern�ination shall be effective 5 days aftez'
Le�see receives such notice.
2�.3 Lessor De�ault.
In the event of any default by Lessar, Lessee shall give Lessor written notice specifying the
default with particularity, and Lessor sha11 �hareupon ha�ve thirty (30} days (plus an
additianal reasonable period as may be required in ihe exercise by Lessor o� due diligence)
in which to cure aaay such de�`ault. Tf Lessor fails to so cure any default after t�us notice,
Lessee may tern�.inate this Lease upon wrztten notice ta Lessor, such terminatian to be
effective within thirty (30} days after Lessor's receipt of such notice. All obligations of
L�ssor under this L�ase are ca�enants; not cvnditions, and all obligatians of Lessor ar�
binding upan Lessar oniy durin.g the period af its ownershnp of the Leased Premises and not
thereafter. L�ssar's liability for the performance of any Lessc�r obligations under this �.ease
is limited to Lessor's ir�terest in the Leased Premises. '�he owner of the Leased Pxemises a�
the date of co�unencernent of the term will be released fror�. all obliga�ions of the Lessor
accruing after .an.y transfer of the Leased Premisas to a subsequent owner, and the
covenants atid obligatians of Lessox are binding during the term upon each new owner for
the dura�ian vf such own.er's awnersl�.ip.
S�:CTION 23. Lessee may not record this Lease or a memarandum of this Lease, wit�out
the prior writt�n consent of Lessor.
Cfty ofFort Worth Lease Page 10
[SIGNATURES ON THE FOLLOWING PAGE]
City af Fart WorLh Lease Page 11
SIGN�D this � Z� �` day of l�1 ' v���'`�. r�—.--. , 2001.
LESS4R:
CSM HOLDINGS, LP
BY:
C5M Holdings, LP
A Texas Iiznited liabilzty company
� ���
Sy:
Name:
Authoriz�d Representative
ATTEST:
! �
1l' ��-1�—
City cretary
Date
�
M&C No: _�� �,��� �,.�I��
LE,S SEE:
CITY OF FORT WaRTH
By:
Jo�.
�i55]
APPROVED AS TO
FORM LE ALITY:
City Attorney, or His Designee
Contract No:
City of Fort Wot•th Lec�se Page 12
sTATE oF TE�s
cou�rr� oF ��s § .
BEFORE ME, the undersigned authority, a Notary Public in and for the 5#ate of Texas,
on this day personally appeared, Irnown to me io be th� same person whos� natne is subscribed to
the foregoing ixxsfirument, and acknowledged to me that the saxue was �he act of CSM Holhings, LP
and that he ex�cuted the same as the act o£said CSM Holdings, L.P, for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL QF OFFICE th�is
�-� v'��� �_ n
— , Zoal.
� ���-' dayof
��
� —�=
of Texas
_..,.� ..Y� �,� -
�t�cr�� JAM�S FR�DE�i1CK 5C0�'�
t��9ar� Per�llc
�� � * � i AT� �� �'���i�
�
�'��a� .p....,.�y Ga�n. E��. ti 9/9�1�4T1?�
Ciiy of Fort Wvrth Lease Page 13
STATE OF TEXAS §
COUNTY �F TE�Av §
BEFORE ME, the undersigned authorityY, a Notary Public in and for the State of Texas, on t1�is
day personally appeared Joe Paniagua, known io me to be the same person who�e name is
subscribed ta the fare�oing iuxstrument, and acknowledged to me that tl�e same was the �.ct o� The
Cit� of Fort V4tdrth a�1d that he executed fihe sarr�e as the aci of the City� of Fort Worth, for the
purposes and considerati�n tklerein expressed and in the capaciiy �herein siated.
GIV'EN UNDER MY HAND AND SEAL OF OFFICE this ��� day of
/ v f�'Lf.�1-n��� , 2001 . �, �.�,
-- ���A� Ras�t�A aA�ruEs
2 ��'� n�oraRYwue+.rc
�. ' State nf Te�caa
� Caima"- �cp• �3-31-�€i��
'W W'i\�IY�iM'l�fLL
/���. ��.e�.�....�-�•
Notary Public in a�1d fvr the State o�Texas
City of Fo�°t N�orth Leus�e Puge 14
EXHIIi�T A
LEGAL DESCRII'TIQN
[to be attached]
Cidy of Fort Worth Lease Page 15
Lar a. B1a��C j.
Smith-Jones & Da��ett Addition. Volt�me 333. Page {3. D.R,T.C.T.
"X" s�t o.� P�dq.—
on Walk outside -- Canc. wall 0.1 Fnc.--
bld s(f�wej r� � C�-� Wall I.D' wide {iyp.) inside
0.3 Bldg. g� yp• ��,S�d�
inside � � r��
�,i�.._.._�.,. v 00'
� , t� � �ldg. , E�AST . . . . f 56. -------------- �
� �
'X" set
� ^ Bldg. an Line �1.3 _Conc;.-` � � �� Q.5 f=nc.
� r� � � = f3.;Z 0.5 Wa�i , outside r�
p-� I CJI d�-' ��� �_ ��l°1{'�.J inside p rn
� °- Water� � � . . � 'r' �
�Mefis�}�' � �- OS� wide � � � r'�
r�
� � I ' � Conc. cur6 �� �
j� a' c - � j
� � � � Tef.Line
� ..� I v°' o •� _ � i tYP•) }. �
�� � G- Coen. eol's � Oa .' ' w�
� ` ( typical ) p �� ........................... � .......................... � J Q
� � m •;,� � �-
�� � � � � � .L �� � �
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p oo . O
� � �� N �
� N � � I '�� � T�L #�ole �
, O � � � , c..�..,�:,
� r%� ��ect. `� � .., �;2�.
� Boxes 0.4 Fnc. �� �- C7uy wire i
� .� Brk. col�s \ �
*� � ir�side � 0,3 Fnc. }
� � \ 13.# � 0.2 Fnc. � � �
� 0.5 BI c�. 15.3 45.0 \�1`'I i, � 4/_ inside � , outside �~�'
inside �� �� � � ' -
a
�
; ���
'd Area ) �.�..�. . . ... .� ...�.�.�.�.-.-. ,� � �'�t���nc1�'� ��•�'� .• �:':�:�:�:•:�:�:�:•.� . :�:�:� .
. . . . . . W1�ST f f ire /luto- Gas Meier � . .•�' _X 5et .�
X� se� Bld9 on Line Bfdg. on IineJ Sprinkier Public walk
in walk ��ith�-.;o€�ev �x Ua����i � 11�Jc�iti��n Val�me 333. Page 13. D.R.T.C.T. o�, li�� :�
11� ��� �� ��� �����t •.�
99
Scale
1" - 20'
EXHIB��' S
E�TENSI�N 4PTION
Sub�ect to Subsections B and C below, Lessee may at its option extend the Terni of
this Lease for the e�tzre Leased Prexnises for tl�ee (3) successive tenns of two (2) years
eacli (the "Rene�ral Term"') u}�on the sama tenns contained in this Lease, �xcluding tlle
Lesso�'s Work provisions of Section 5 0£ the Leasa, and except for the amou�at of Base
Rent payable duxing tlie Renewal Term. Lessee shall have na additional extension
option.
A. The Base Rent during the Renewal Tern1 shall be the greater of (i) the Base Reni
ap�licable ia the last day o£ the final year o� the Lease prior to the applicable Renewal
Term, oar {ii} the then prevailing maaket rata for a comparable term cammenci�g on the
fixst day of the Re�aewal Term �'vr tenants of co�zparable size aa�d creditworthiness for
comparable space in ihe Building and other fi;rst class office buildin�s in ihe vicinity of
the Building as reasonably determined by LEssor.
B. To exercise its option, Lessee must deliver an initial non-hinding notice (the
"T.t�ztial Rene�,val Notice"} to Lessor not Iess tb.an twelve (12} months prior to the
proposed commeiicement af fihe applicaule Renewal Tern�. At some poi��t between
thirteen (13) and �leven (11) mont�is prior to the proposed commencement of tbe
applicable Renev�al Term, L�ssor shall calculate axid infortn Lessee of the Base �ent for
fihe Leased Premises. Such ca�culation sl7all be final and shall not be recalculated at ihe
actual commencement of the Renewal Term if any. Lessee shall gzve Lessar final
bincling notice of ifs intent to e�ercise its option to extend (the "Bindin� Ren�wal
Natice") within fifteen {15} days after receiviz�.g Lessor's calculation of tlle Base Rent
applicable to th� Renewal Term. If Lessee fails to give eifiher its Tnit�al Renewal Notfce
or its Binding Renewal Notzce tirnely, Lessee will be deemed to have waived ifis apiion
to extend.
C. Lessee's option to ��ctend this Lease is subject to the condition that on the date
that Lessee �elivers its Binding Renewal Notice, Lessee is not in default under this
Lease afi�ez' the expiration of a.iiy applicable notice aild cure periods.
City of Fo1-t Worth Lease Page I6
�'i� of �'�r� ��r����, �'c�xas
���a� ��� ������ ����u�����o�
��h�-� r��r-ErF�i�C i4UMaER t.�� �lAr�C f A�E
1'�1fiJ�� *y`'�-"1$8'!� Q81-��L.i71�V�� 9 o�'f
s�e.���r AUTH�f�i�E l� �E�l�� ��R��N}EhlT WITFi ��N� F#OLDIN��, Ih��. F�R ��f��E
s�a��� ����fiE� �� ��� �ou-r� .���,r���v�� a���r�u� ��� r�� �o��
I �O�iP�.�F��V�E DEP�1��{�IEtVT
RE�0�IMENDIATI�IV:
It is rec�mmended that th� ��ty �ou�cil:
1. Author��� t�e �i�y N1�n�g�r t� c�x�c�fe a�i��-}��ar I�as� agreem�r�t v�t� ��NJ �--I�Idirrgs. Rn�. fa�
�,��0 square feet �� offi�e sp��� io�ated �� �1'� �ou�h .#�nrrin�s A�v�nue f�r t�e �ode �oMn�liance
D��a�k�-r�ent, C��nim�R-rti �ufl��n� St��dards [7�vis�an; ar�d
�. l�uth�r��� #h� a�feerr�e�t �� b��in D���mb�r � , �p0'k , �r�d sx{��re �I�v��nb�+r ��, ��0�, wi#h ��#ipr�s
#o renew Fo� �,p ta �ive ��cce���ve one-yeaf p��l�ds, cc�r�t�ng�nx �pon f�nd� being appropria�e�i each
af �t�� �iv� years.
DI��IJ��I�kV:
The ��gineerFr�� D�p�r�m�nt, i�a�� Pro��rt�r ����g�m�nt l�rvisivr� was r�qu�sted �� �O��te �r��erty
�u€ta�bl� f�r admanistrative of�ice� for kl�e newl}� creat�c� iVlir�irt��rrti Bu�ldin� �ta€�dard� Division, appr�ve�1
in !h� F�f���'1-�00� ��d� �omp�i�nce Ile��rt�-nent l��c�g��.
1�� �ro�cr�}r at �1 ���ulh Je�n�r�c�� �4venue, camrr�only �Cnowr� �� ti�e "�ic��cl�i Bu�ldin�'", is I��ate� on th�
n�rthe�s� r.omer a� .�e�ni�,gs Aven�� and ��g�ett �ver�ue, J�st s��lh of d�wn�own Fort 1�or�h. T�e �a�e
r�r�t R� �8,75 p�r �quare ��o�. vuith �slir�a��ci aGir��al r��l �x�e�s�s af $�_7�, f�r a t���i r�n#al rate of
�� 1.50 ��r sq��r� f0ot. �'he t�tal m�r�thly �err4'al �os� wllk be �2,1Q8.33.
�his properl� i� Co�a�esi �� �OU�3�IL DI�TRI�T 9� �ap��o T7,�.
�1���4k� I�lFORN1�TIOh1��EF�TCFECA71�i�1=
The F�nar�c� Dir��tar certi�i�s t�at partial f�nd� �re �variable in �Me c�rront opera#ir�g b�dg�t, a�
approprtat�d, of the Cen�ral F�nd. Acivak e�cp�n�!'rt�res wi11 e����� t�� �p��opri�ti�n. whE�h wa� bas��i
�r� a I�wer �stirr7�t�d rer�l�l r�k�.
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Orlgi�ati�� Dt�parti�eni ffead:
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Ad�itinual Iniuemnt�aa C�oiael:
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