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HomeMy WebLinkAboutContract 32736-A4 CITY SECRETARY CONTRACT NO... FOURTH AMENDMENT TO LEASE AGREEMENT This Fourth Amendment to Lease Agreement(hereinafter referred to as "Amendment") is made to be effective as of June 1, 2010 (the "Effective Date"), by and between the City of Fort Worth (the "City" or "Landlord") and MCImetro Access Transmission Services LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services ("Tenant'). WITNESSETH WHEREAS, Fort Worth Telco Center Limited ("Telco') and Tenant entered into that certain Standard Equipment Site Lease Agreement dated April 13, 2000 (the "Agreement'), for the leasing by Telco to Tenant of 26,646 square feet (the "Premises") of space in the building located at 1111 Monroe Street, Fort Worth, Texas (the "Building"), all as more particularly described in the Lease, as defined below; WHEREAS, Telco and Tenant executed a Commencement Date Agreement and Amendment ("Amendment One") to the Lease dated November 20, 2000, which, among other things, modified the net rentable square feet of the Premises to 30,113 square feet; WHEREAS, Telco and Tenant executed Amendment to Lease Agreement ("Amendment Two') on November 29, 2000 to increase the square footage of the Premises to 30,879 square feet; WHEREAS, City purchased the Property from Telco, and upon such sale, the Lease was assigned to the City, as Landlord; WHEREAS, City and Tenant executed Amendment to Lease Agreement ("Amendment Three") on December 1, 2005 (City Secretary Contract No. 32736) to amend certain terms under the Lease to which the City, as a municipal corporation, was prohibited under the law from fulfilling (the Agreement, Amendment One, Amendment Two and Amendment Three are collectively referred to herein as the"Lease"); and WHEREAS, City and Tenant desire to amend the Lease to reduce the Premises to 8,343 rentable square feet, as depicted on Exhibit "A" (the "Reduced Premises"), provide for certain work to be done to the Premises and Building, provide for conveyance and relocation of equipment, provide for Proportionate Share reconciliation, extend the term of the Lease, change the annual rent, and modify other provisions of the Lease as further set forth herein. NOW THEREFORE, in consideration of the premises contained herein and in the Lease and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the City and Tenant agree as follows: 1. The term of the Lease is hereby extended for a period of five (5) years beginning on November 1, 2010, and ending on October 31, 2015 (the"Renewal Term"). 2. As of the Effective Date, the Premises shall exclude all portions of the first floor of the Building except the Reduced Premises, as shown on Exhibit "A" (the "Surrendered ��-0 J Space"), such that, commencing on the Effective Date, wherever the term "Premises" is used in this Amendment or in the Lease it will mean the Reduced Premises. As of the Effective Date, the parties shall be released from all further liability under the Lease with respect to the Surrendered Space, except as set forth herein. Notwithstanding the foregoing, so long as Tenant cooperates with Landlord to avoid or minimize interference with Landlord's construction and operations in the Surrendered Space, Tenant will continue to have access to the Surrendered Space until December 31, 2010 for the purpose of winding down its business operations, removing and separating its equipment from the Surrendered Space, and performing Tenant's Work (as defined in Exhibit `B"), but Tenant will pay no Rent for the Surrendered Space after the Effective Date. When Tenant has completed winding down its business operations, removing and separating its equipment, and performing Tenant's Work, Tenant will leave the Surrendered Space in its then "as is" condition, except as provided in the Work Agreement attached hereto as Exhibit `B", and such "as is" condition will satisfy Tenant's surrender obligations under the Lease. Notwithstanding anything to the contrary in the Lease, Tenant shall have no obligation to restore the Surrendered Space to any other condition. 3. As of the Effective Date, Base Rental for the remaining current Lease Term and the Renewal Term shall be in the amount of $11.47 per square foot per annum for an annual rental of Ninety Five Thousand Six Hundred and Ninety Four and 21/100 Dollars ($95,694.21), payable in equal monthly installments of Seven Thousand Nine Hundred Seventy Four and 52/100 Dollars ($7,974.52). The Base Year for the Renewal Term shall be 2011. As of the Effective Date, Tenant's Proportionate Share shall decrease to 12.29%, subject to remeasurement in accordance with Section 4 of this Amendment. 4. Landlord represents that the Building contains 67,876 rentable square feet. The square footage of the Reduced Premises shall be verified by final space plans and measured in accordance with Building Owners and Manager Association International (BOMA) standards. In the event that such verification indicates a square footage different from that specified in this Paragraph 4 or in the above recitals, Landlord and Tenant will enter into an amendment which shall specify the correct square footage as acknowledged by Landlord and Tenant, and adjust the Base Rental up or down as the case may be, based upon $11.47 per square foot per annum of net rentable area, and change Tenant's Proportionate Share as specified in Paragraph 3 of this Amendment. 5. As of the Effective Date, the "Common Areas" as defined in Section 2 of the Lease shall include those portions of the first floor of the Building shown on Exhibit "A" as common area. 6. The parties acknowledge that Tenant has two (2) remaining options to further renew the term of the Lease, each for a period of five (5) years from the date the term would otherwise expire, pursuant to the terms of Section 42 of the Lease. Pursuant to Section 42 of the Lease, Landlord agrees and acknowledges that the Base Year for each subsequent renewal term shall be the first (1st) calendar year of each respective renewal term, and the Base Rental shall be ninety five percent (95%) of the Fair Market Value Rent as defined in Section 42 of the Lease. 7. As further consideration for the lease of the Premises by Landlord to Tenant, Tenant shall convey to Landlord the following equipment which is located in or on the Building 2 ("Tenant Property"): (i) HVAC units serving the Surrendered Space (including roof top units and Lieberts, and excluding the HVAC units servicing the Premises) and (ii) the existing raised flooring on the first floor of the Building, excluding the raised flooring located in the Premises ("Tenant Property"). Landlord and Tenant agree to execute the Bill of Sale attached hereto as Exhibit "C" for all such Tenant Property. Tenant warrants that the Tenant Property is owned by Tenant, but otherwise conveys such property in "as-is" condition without representation or warranty of any kind, implied or express. Tenant hereby disclaims all warranties for the Tenant Property whether expressed or implied, including but not limited to, any warranties that the Tenant Property is merchantable or fit for any particular use. To the extent permitted by Law, Landlord agrees to indemnify and hold Tenant and its parent, affiliate and subsidiary companies harmless from any and all liability in connection with the transfer, ownership, operation, maintenance and all subsequent use of the Tenant Property, including but not limited to, claims arising out of the compliance status of the Tenant Property, exposures to hazardous substances and the ultimate disposal of Tenant Property, to the extent that the action or omission giving rise to such liability occurs after the Effective Date. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE LANDLORD TO CREATE A SINKING FUND OR TO ACCESS, LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS PARAGRAPH. 8. Concurrent with this Agreement, the parties shall enter into that certain Work Agreement attached hereto as Exhibit`B"(the"Work Agreement"). Landlord shall not make or cause Landlord's Work (as defined in the Work Agreement) to be performed without first obtaining Tenant's prior written approval of the plans, specifications, scheduling and coordination of Landlord's Work, which approval will not be unreasonably withheld. Landlord has delivered to Tenant certain plans and specifications prepared by Elements of Architecture, Inc., dated May 21, 2010 (collectively, the "EofA Plans"). Tenant will provide its approval of or comments to the EofA Plans by June 18, 2010. As to any other plans or matters requiring Tenant's approval (including without limitation, any modifications or changes to plans or matters previously approved by Tenant), if Tenant has not responded to Landlord's request for approval within seven business days after delivery to Tenant of such plans, specifications and scheduling (or of any subsequent change in previously approved plans, specifications and scheduling), Tenant shall be deemed to approve the request. As to any plans, specifications or other items furnished to Tenant via access to a website, the seven business day period for Tenant's approval will not begin until Tenant receives notice from Landlord that such documents are available on the website, which notice must include instructions permitting access by Tenant and its agents to that website. Landlord's Work shall be performed in a good and workmanlike manner in accordance with mutually approved plans and specifications, with all such Work scheduled, coordinated, and supervised by Tenant's representatives to assure compliance with Tenant's standards. Landlord shall have rights of reasonable access to the Premises, in a manner that does not unreasonably disrupt or interfere with Tenant's continued business activities on the same floor, for purposes of performing Landlord's Work. Landlord shall give Tenant at least one business days' notice before commencing Landlord's Work. Landlord will perform Landlord's Work in a manner so as to avoid disturbance of Tenant's operations in the Premises (or to minimize such disturbance if avoidance is impossible). Landlord shall at all times be subject to reasonable security conditions, if any, set forth by Tenant to Landlord, including, but not limited to, Tenant's election to have an employee of Tenant accompany Landlord during Landlord's access to the Premises. To the extent permitted by law, Landlord agrees to indemnify and hold Tenant harmless from all claims for bodily injury and property damage that 3 may arise from Landlord's or Landlord's contractors' performance of Landlord's Work. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE LANDLORD TO CREATE A SINKING FUND OR TO ACCESS,LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS PARAGRAPH. 9. Landlord hereby grants to Tenant an exclusive, irrevocable license (License") to use one (1) reserved parking space for Tenant' exclusive use, located on the south end of and adjacent to the Building designated as Space#3 ("Parking Space") at no additional cost. Tenant shall use the Parking Space only for parking a vehicle. Any damage caused by Tenant or Tenant's employees, contractors, invitees, agents or patrons shall be the responsibility of Tenant to repair at its sole cost and expense, and such repair shall restore the Parking Space to at least as good of condition as that immediately prior to the damage. This License shall expire upon the expiration of the Lease for the Premises. This License shall be assignable in the same manner as the Lease. 10. Section 38 of the Lease shall be amended by deleting the same in its entirety and substituting in lieu thereof the following: "Landlord and Tenant represent and warrant to each other that they have not negotiated with any broker in connection with this Agreement other than Jones Lang LaSalle, Americas, Inc. (the "Broker"). Landlord and Tenant agree that should any claim be made against the other for a broker's commission, finder's fee or similar compensation by reason of the acts of such party, the party upon whose acts such claim is predicated shall indemnify and hold the other party harmless from all losses, costs, damages, claims, liabilities and expenses in connection therewith (including, but not limited to, reasonable legal fees and the cost of enforcing this indemnity). Landlord shall not be responsible for paying Broker's commission." 11. Amending Section 23 of the Lease, the address for notices from the City to Tenant under the Lease is hereby changed to: MCImetro Access Transmission Services LLC, d/b/a Verizon Access Transmission Services c/o Cushman&Wakefield of Florida, Inc. 4458 Madison Industrial Lane, Mail Code FLG1-300 Tampa, FL 33619 Attn: Real Estate Administration. With a copy to: MCImetro Access Transmission Services LLC, d/b/a Verizon Access Transmission Services c/o Verizon Services Operations 15505 Sand Canyon Drive, Building C 4 Irvine, CA 92618 Attn: Tony Wallace, Manager, Real Estate-West Area. 12. Section 30 shall be deleted in its entirety and replaced with the following: "Assignment and Sublease. So long as Tenant or any Related Entity (as hereinafter defined) is the Tenant, Tenant shall not advertise the Premises with signage for sublease, but shall have the right, without the consent or approval of Landlord, and without the sharing of any excess rents, recapture, or any other rights or remedies of Landlord set forth herein, to: (a) assign its interest in the Lease (i) to any corporation or other entity which is a successor to Tenant either by merger or consolidation, or (ii) to a purchaser of all or substantially all of Tenant's assets, or (iii) to a corporation or other entity which shall directly or indirectly control, be under the control of, or be under common control with, Tenant (any such entity being a "Related Entity"); (b) sublease all or any portion of Premises to a Related Entity; (c) allow or facilitate the collocation of telecommunications equipment not owned by Tenant in the Premises in accordance with Paragraph 5; or (d) provide any required space within the Premises to Tenant's customers. For purposes hereof, "control" shall be deemed to mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation or other majority equity and control interest if not a corporation. Tenant shall not assign its interest in the Lease or sublease all or any portion of the Premises to any party which does not constitute a Related Entity without first obtaining Landlord's written consent, which shall not be unreasonably withheld, conditioned or delayed. If Tenant does assign or sublease to a party other than a Related Entity, then Tenant shall pay Landlord as additional rental hereunder an amount equal to fifty percent of the excess amount, if any, of the rent paid by assignee or sublessee over the Base Rental payable by Tenant pursuant to this Lease for the portion of the Premises subject to the sublease or assignment, after deducting all costs incurred by Tenant in connection with such transfer." 13. Landlord approves of Tenant's existing insurance company and the form of its insurance as reflected by insurance certificates Tenant has previously given to Landlord, and agrees that such insurance satisfies requirements for Tenant's insurance under the Lease, notwithstanding any provision in Section 10 of the Lease to the contrary, and Section 10 of the Lease is hereby modified accordingly. 14. Landlord hereby covenants and warrants to Tenant that this Agreement does not require the approval of any lender holding a lien on the Premises, or of any other third party. 15. Landlord and Tenant shall each take any actions that may be required to comply with the terms of the USA Patriot Act of 2001, as amended, any regulations promulgated under the foregoing law, Executive Order No. 13224 on Terrorist Financing, any sanctions program administrated by the U.S. Department of Treasury's Office of Foreign Asset Control or Financial 5 Crimes Enforcement Network, or any other laws, regulations, executive orders or government programs designed to combat terrorism or money laundering, or the effect of any of the foregoing laws, regulations, orders or programs, if applicable, on the Lease. Landlord and Tenant each represent and warrant to each other that it is not an entity named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of Treasury as last updated prior to the date of this Agreement. 16. Each of the parties hereto represents and warrants to the other that the person executing this Agreement on behalf of such party has the full right, power and authority to enter into and execute this Agreement on such party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 17. Except as modified by this Amendment, all of the terms and conditions of the Lease are ratified and remain in full force and effect. To the extent the provisions of this Amendment are inconsistent with the Lease, the terms of this Amendment shall control. All terms used but not defined herein shall have the meanings ascribed to such terms in the Lease. This Agreement may not be changed or modified nor may any of its provisions be waived orally or in any manner other than in writing, signed by the party against whom enforcement of the change,modification or waiver is sought. 18. This Amendment shall become binding and effective only upon the execution and delivery of this Amendment by both Landlord and Tenant. From and after the effective date hereof, the terms, covenants and conditions contained herein are binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors and assigns. [signature page following] 6 IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth Amendment to the Lease as of the Effective Date. LANDLORD: CITY OF FORT WORTH G� C©ntraCt Authori zatiox Date .p'a70cQ"q�l T. M. Higgins p °O�°oOO1pp0°'��� ° Assistant City Manager 1'aA °° ° ° d 0 ATTEST: �(�a pfd APPROVED AS TO FORM o c AND LEGALITY: �ja opt°OBOOA°o°o° Y\ City Secretary Assistant City Attorney TENANT: MCIMETRO ACCESS TRANSMISSION SERVICES LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services zA*kk By:— Abelardo Leites Its:_ Director, VSO Real Estate 7 STATE OF New JerS eq § COUNTY OF,SnroCrs& § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared A beJof& LePes , Oi rectV(- Real ES't"CTl for MCImetro Access Transmission Services LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same on behalf of MCImetro Access Transmission Services LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services for the purposes and consideration therein expressed. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 30`m day of JL)ne , 2010. Notary Public, State of PAMEU R KLINM Nomy Public of New Jam STATE OF TEXAS �'*2 § mien BVke.lalxrLOu COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared T. M.. Higgins, Assistant City Manager for the City of Fort Worth, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same on behalf of the City of Fort Worth for the purposes and consideration therein expressed. IN TESTIMONY HEREOF, I have hereunto set my hand and official seal this day of , 2010. Not y Public, State of Texas ....... *r MARIA S.SAN a: CH MY COMMISSION EX S °F member 14,2013 8 ' rll't71 Ilt-y! 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OPOP urmari Iawour .., =-'-100= �� a • • • • r ! • • ! • • lstrs � as FTRNTX "PLAN B" LAM r!� 1 • a EXHIBIT "B" WORK AGREEMENT THIS WORK AGREEMENT is entered into by and between the City of Fort Worth (the "Landlord") and MCImetro Access Transmission Services LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services ("Tenant") in connection with that certain Standard Equipment Site Lease Agreement dated as of April 13, 2000, between Landlord and Tenant, as amended ("Lease"). Terms capitalized herein and not otherwise defined herein shall have the meanings ascribed to them in the Lease. 1. Space Plan and Specifications. This Work Agreement sets forth the Tenant's Work, as hereinafter defined, and the Landlord's Work, as hereinafter defined. The Tenant's Work and the Landlord's Work shall be collectively referred to as the"Interior Modifications". 2. Compliance. The Interior Modifications shall comply in all respects with federal, state and local laws, codes, ordinances and regulations. 3. Tenant's Work. Tenant shall also make the following modifications to the Building(collectively, the"Tenant's Work"): a. Tenant shall remove the DC battery plant in the eastern battery room at its sole cost and expense. b. Tenant shall remove Tenant's security system from the Surrendered Space and re-install the security system in the Premises; provided, however, that Tenant shall be allowed to offset against Base Rent an amount equal to the lesser of (a) $1,000 or (b) Tenant's actual cost for removal and re- installation of the security system if Tenant provides Landlord with invoices, receipts or any other documentation reasonably necessary to verify the amount expended (including evidence of the cost incurred by Tenant if Tenant performs such Work itself). C. Tenant shall be allowed to design and perform the following modifications to the Premises, in accordance with the plans developed by Tenant and submitted to the Landlord for reasonable review, for which Tenant shall be allowed to offset against Base Rent an amount equal to the lesser of (a) $35,000 or (b) Tenant's actual cost for Tenant modifications under this Subsection (c) if Tenant provides Landlord with invoices, receipts or any other documentation reasonably necessary to verify the amount expended (including evidence of the cost incurred by Tenant if Tenant performs such Work itself): i. Constructing and finishing out the required partition walls and doors within the Premises, and reinstalling Tenant's modular, furniture, cable trays and ladder racks; 10 ii. Purchase and installation of a larger door between Tenant's battery room and technical space; iii. Constructing and/or modifying the front lip of the concrete pad located in Third Bay to create a ramp for vehicle access into the Bay; iv. Purchase and installation of a four (4) foot wide access door and steps from the Third Bay into the Premises; v. Reduce the size of the fiber optic cable pull box located on the east side of the Building to allow for an eighteen inch (18") clearance from the adjacent door in order to comply with the Americans with Disabilities Act. d. Tenant shall have the right to leave its main fiber optic feeds and boxes and cabling (the "Fiber Optic Equipment") in its present location as currently installed, and shall have reasonable access to the Fiber Optic Equipment as required by Tenant throughout the term of the Lease and any renewals. If any of Landlord's Work or other construction or work through the Lease Term may affect the Fiber Optic Equipment, Landlord shall notify Tenant prior to the performance of such work and Tenant may, but will not be obligated to, supervise such work to prevent damage to the Fiber Optic Equipment. 4. Landlord's Work. Landlord shall perform, at its sole cost and expense, the following modifications to the Building (collectively, the "Landlord's Work"), in substantial conformity with plans and specifications developed by Landlord and submitted to Tenant for review and approval prior to any implementation, and in accordance with the space plan attached to the Fourth Amendment as Exhibit"A", and in accordance with Section 8 of the Amendment: a. Construct fire-rated demising walls to separate the Premises, including the Bays, from the Surrendered Space; and construct a demising box around Tenant's cables and cable trays in the plenum area that extends beyond the east demising wall of the Premises. Landlord shall install access panels in the ceiling under the cables and cable trays to allow Tenant unrestricted access to work on the cables and cable trays at any time required by Tenant; b. Separate all utilities and install any and all necessary meters. Commencing on the Effective Date and prior to such separation of utilities, Landlord will be responsible for its proportionate share of any electrical costs payable by Tenant and shall reimburse Tenant for such costs; C. Separate fire alarm and suppression system; d. Provide card-key access to Tenant for access to the Common Area; 11 e. Separate incoming telephone service lines in a manner that allows Tenant's existing telephone system to remain operational.; f Remove and dispose of Tenant's modular furniture, overhead cable trays, and ladder racks located in the Surrendered Space, and upon removal of the furniture, trays and racks, Landlord shall provide Tenant with four (4) cubicles and fifty (50) feet of cable trays and ladder racks for Tenant to reinstall in the Premises; and g. Separate the heating, ventilation and air condition ("HVAC") systems in accordance with the EoA Plans. Such separation will include, without limitation, Landlord's installation of supply and return ducts serving Tenant's telephone room (as depicted on Exhibit "A") connected to the separate HVAC system serving the Reduced Premises. Landlord shall be responsible for all costs associated with separating the existing HVAC Systems. Tenant, at its sole cost and expense, shall provide its own spot coolers and temporary power, if necessary, during the separation of the HVAC systems and performance of Interior Modifications, as hereinafter defined; provided, however, that Tenant shall be allowed to offset against Base Rent an amount equal to the lesser of (a) $2,000 or (b) Tenant's actual cost for spot coolers and temporary power if Tenant provides Landlord with invoices, receipts or any other documentation reasonably necessary to verify the amount expended (including evidence of the cost incurred by Tenant if Tenant performs such Work itself). [signatures on the following page] 12 IN WITNESS WHEREOF, Landlord and Tenant have executed this Work Agreement contemporaneously with the execution of the Fourth Amendment to the Lease. LANDLORD: CITY OF FORT WORTH T. M.. Higgins Assistant City Manager ATTEST: APPROVED AS TO FORM AND LEGALITY: City Secretary Assistant City Attorney TENANT: MCIMETRO ACCESS TRANSMISSION SERVICES LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services By: Its: 13 EXHIBIT C BILL OF SALE WITNESSETH THAT, as of June 1, 2010 (the "Effective Date"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, MCIMETRO ACCESS TRANSMISSION SERVICES LLC., a Delaware limited liability company, d/b/a Verizon Access Transmission Services ("SELLER"), hereby sells, transfers, conveys, assigns and delivers to the City of Fort Worth ("BUYER"), to have and to hold for its own use and benefit forever, and BUYER hereby purchases, accepts and acquires from SELLER, all of SELLER'S right, title and interest in the property and equipment listed in Exhibit A (together, the "Personal Property")located at 1111 Monroe Street, Fort Worth, Texas(the"Premises"). As of the Effective Date, Seller warrants to Buyer that (i) Seller is the owner of the full legal and beneficial title to the Personal Property, (ii) Seller has the good and lawful right to sell the Personal Property, and (iii) that good and marketable title to the Personal Property is hereby vested in Buyer. To the extent allowed by law, this is the only warranty that Seller makes with respect to the Personal Property. Buyer acknowledges that the Personal Property (including associated supplies) may be regulated under laws relating to the protection of human health and the environment. Buyer further acknowledges that, from and after the Effective Date, it is the Buyer's responsibility to comply with all applicable government requirements and to take all steps necessary to protect its employees and others who may be exposed to the regulated components of the Personal Property. Buyer acknowledges that the Personal Property may be regulated for many reasons including,but not limited to: (a) The Personal Property may have associated registration, permit, license, certification, reporting, closure, notification and/or other requirements in order to maintain, operate, service, remove, relocate, remove and/or dispose of the Personal Property; (b) The Personal Property may contain or operate with chemicals or components that contain materials or substances that are deemed toxic and/or hazardous under a Federal, State or local law and which may have the potential to cause injury to employees and/or the environment; (c) The Personal Property may have the potential for causing harm if operated or maintained improperly or without taking appropriate safety precautions; and/or (d) The Personal Property may also be subject to other regulatory requirements. It is Buyer's responsibility to determine any and all regulatory requirements associated with the Personal Property and to comply with any and all such requirements from and after the Effective Date. 14 If the transfer of any of the regulated Personal Property requires permits, registrations or other notifications and/or actions by or to the government, then Buyer agrees that it shall, within the time period allowed by law, file any and all documentation (and pay any fees) necessary to meet the applicable transfer requirements and this shall include all actions reasonably necessary to assure that Buyer, and not Seller, is named as the owner of and person responsible for such Personal Property from and after the Effective Date. The Personal Property is not new, and Seller has made no representation about the condition of the Personal Property. Buyer has had the opportunity to examine the Personal Property and to satisfy itself of the condition of the Personal Property. Subject to the terms of this Bill of Sale, Buyer hereby accepts the Personal Property"AS IS" and at its own risk. To the extent permitted by law, Buyer agrees to indemnify and hold Seller and its parent, affiliate and subsidiary companies harmless from any and all liability in connection with the transfer, ownership, operation, maintenance and all subsequent use of the Personal Property, including, but not limited to, claims arising out of the compliance status of the Personal Property, exposures to hazardous substances and the ultimate disposal of the Personal Property, but only to the extent that the action or omission giving rise to such liability occurs after the Effective Date. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE LANDLORD TO CREATE A SINKING FUND OR TO ACCESS,LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS PARAGRAPH. Except as may he required by law and the above warranties with respect to title, SELLER DISCLAIMS ALL WARRANTIES FOR THE PERSONAL PROPERTY WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES THAT THE PERSONAL PROPERTY IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. Seller agrees to indemnify and hold Buyer and its parent, affiliate and subsidiary companies harmless from any and all liability in connection with the ownership, operation, maintenance and use of the Personal Property, including, but not limited to, claims arising out of the compliance status of the Personal Property and exposures to hazardous substances, but only to the extent that the action or omission giving rise to such liability occurs on or before the Effective Date. In addition to the Personal Property, to the extent assignable, Seller hereby transfers, conveys and assigns to Buyer (and Buyer hereby assumes from Seller) all of Seller's right, title and interest in and to any third party's (including any manufacturer's, retailer's or servicer's) guaranty or warranty of the Personal Property. To the best of Seller's knowledge, Seller represents and warrants to Buyer that it has provided copies of all such materials in Seller's possession. The submission of this Bill of Sale shall not constitute an offer; and this Bill of Sale shall not be effective and binding unless and until fully executed and delivered by each of the parties hereto. This Bill of Sale may be executed by the parties hereto in multiple counterparts, each of which when taken together shall constitute a executed original document. Additionally, telecopied or emailed signatures may be used in place of original signatures on this Bill of Sale. Seller and Buyer intend to be bound by the signatures on the telecopied or emailed document, 15 are aware that the other party will rely on the telecopied or signatures, and hereby waive any defenses to the enforcement of the terms of this Bill of Sale based on the form of signature. Each of Seller and Buyer represents and warrants for itself that all requisite organizational action has been taken in connection with this Bill of Sale, and the individuals signing on behalf of each of Seller and Buyer represent and warrant that they have been duly authorized to bind Seller or Buyer, as applicable, by their signature. This Bill of Sale shall inure to the benefit of and bind BUYER, SELLER, and their respective successors and assigns. [signatures on the following page] 16 IN WITNESS WHEREOF, BUYER and SELLER have executed this Bill of Sale as of the date first written above. BUYER: CITY OF FORT WORTH T. M.. Higgins Assistant City Manager ATTEST: APPROVED AS TO FORM AND LEGALITY: City Secretary Assistant City Attorney SELLER: MCIMETRO ACCESS TRANSMISSION SERVICES LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services By: Its: 17 EXHIBIT A TO BILL OF SALE PERSONAL PROPERTY 1) HVAC Units serving the first floor of the building located at 1111 Monroe Street, Fort Worth, Texas (the"Building"), including roof top units and Lieberts, but excluding any HVAC units servicing the premises retained by Seller in accordance with that certain Fourth Amendment to Lease effective as of June 1, 2010 (the"Premises"), as identified on the EofA Plans. 2)The existing raised flooring on the first floor of the Building, excluding the raised flooring located in the Premises. #9488513_v6 18 WORK AGREEMENT THIS WORK AGREEMENT is entered into by and between the City of Fort Worth (the "Landlord") and MCImetro Access Transmission Services LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services ("Tenant") in connection with that certain Standard Equipment Site Lease Agreement dated as of April 13, 2000, between Landlord and Tenant, as amended ("Lease"). Terms capitalized herein and not otherwise defined herein shall have the meanings ascribed to them in the Lease. 1. Space Plan and Specifications. This Work Agreement sets forth the Tenant's Work, as hereinafter defined, and the Landlord's Work, as hereinafter defined. The Tenant's Work and the Landlord's Work shall be collectively referred to as the"Interior Modifications". 2. Compliance. The Interior Modifications shall comply in all respects with federal, state and local laws, codes, ordinances and regulations. 3. Tenant's Work. Tenant shall also make the following modifications to the Building(collectively, the"Tenant's Work"): a. Tenant shall remove the DC battery plant in the eastern battery room at its sole cost and expense. b. Tenant shall remove Tenant's security system from the Surrendered Space and re-install the security system in the Premises; provided, however, that Tenant shall be allowed to offset against Base Rent an amount equal to the lesser of (a) $1,000 or (b) Tenant's actual cost for removal and re- installation of the security system if Tenant provides Landlord with invoices, receipts or any other documentation reasonably necessary to verify the amount expended (including evidence of the cost incurred by Tenant if Tenant performs such Work itself). C. Tenant shall be allowed to design and perform the following modifications to the Premises, in accordance with the plans developed by Tenant and submitted to the Landlord for reasonable review, for which Tenant shall be allowed to offset against Base Rent an amount equal to the lesser of (a) $35,000 or (b) Tenant's actual cost for Tenant modifications under this Subsection (c) if Tenant provides Landlord with invoices, receipts or any other documentation reasonably necessary to verify the amount expended (including evidence of the cost incurred by Tenant if Tenant performs such Work itself): i. Constructing and finishing out the required partition walls and doors within the Premises, and reinstalling Tenant's modular, furniture, cable trays and ladder racks; ii. Purchase and installation of a larger door between Tenant's battery room and technical space; 10 iii. Constructing and/or modifying the front lip of the concrete pad located in Third Bay to create a ramp for vehicle access into the Bay; iv. Purchase and installation of a four (4) foot wide access door and steps from the Third Bay into the Premises; v. Reduce the size of the fiber optic cable pull box located on the east side of the Building to allow for an eighteen inch (18") clearance from the adjacent door in order to comply with the Americans with Disabilities Act. d. Tenant shall have the right to leave its main fiber optic feeds and boxes and cabling (the "Fiber Optic Equipment") in its present location as currently installed, and shall have reasonable access to the Fiber Optic Equipment as required by Tenant throughout the term of the Lease and any renewals. If any of Landlord's Work or other construction or work through the Lease Term may affect the Fiber Optic Equipment, Landlord shall notify Tenant prior to the performance of such work and Tenant may, but will not be obligated to, supervise such work to prevent damage to the Fiber Optic Equipment. 4. Landlord's Work. Landlord shall perform, at its sole cost and expense, the following modifications to the Building (collectively, the "Landlord's Work"), in substantial conformity with plans and specifications developed by Landlord and submitted to Tenant for review and approval prior to any implementation, and in accordance with the space plan attached to the Fourth Amendment as Exhibit"A", and in accordance with Section 8 of the Amendment: a. Construct fire-rated demising walls to separate the Premises, including the Bays, from the Surrendered Space; and construct a demising box around Tenant's cables and cable trays in the plenum area that extends beyond the east demising wall of the Premises. Landlord shall install access panels in the ceiling under the cables and cable trays to allow Tenant unrestricted access to work on the cables and cable trays at any time required by Tenant; b. Separate all utilities and install any and all necessary meters. Commencing on the Effective Date and prior to such separation of utilities, Landlord will be responsible for its proportionate share of any electrical costs payable by Tenant and shall reimburse Tenant for such costs; C. Separate fire alarm and suppression system; d. Provide card-key access to Tenant for access to the Common Area; e. Separate incoming telephone service lines in a manner that allows Tenant's existing telephone system to remain operational.; 11 f. Remove and dispose of Tenant's modular furniture, overhead cable trays, and ladder racks located in the Surrendered Space, and upon removal of the furniture, trays and racks, Landlord shall provide Tenant with four (4) cubicles and fifty (50) feet of cable trays and ladder racks for Tenant to reinstall in the Premises; and g. Separate the heating, ventilation and air condition ("HVAC") systems in accordance with the EoA Plans. Such separation will include, without limitation, Landlord's installation of supply and return ducts serving Tenant's telephone room (as depicted on Exhibit "A") connected to the separate HVAC system serving the Reduced Premises. Landlord shall be responsible for all costs associated with separating the existing HVAC Systems. Tenant, at its sole cost and expense, shall provide its own spot coolers and temporary power, if necessary, during the separation of the HVAC systems and performance of Interior Modifications, as hereinafter defined; provided, however, that Tenant shall be allowed to offset against Base Rent an amount equal to the lesser of (a) $2,000 or (b) Tenant's actual cost for spot coolers and temporary power if Tenant provides Landlord with invoices, receipts or any other documentation reasonably necessary to verify the amount expended (including evidence of the cost incurred by Tenant if Tenant performs such Work itself). [signatures on the following page] 12 IN WITNESS WHEREOF, Landlord and Tenant have executed this Work Agreement contemporaneously with the execution of the Fourth Amendment to the Lease. LANDLORD: CITY OF FORT WORTH T. M.. Higgins Assistant City Manager ATTEST: APPROVED AS TO FORM AND LEGALITY: n City Secretary p O�°oopOOpo°°0YQAssistant City Attorney O Y TENANT: *p°o o�c�d 00 0°° p' MCIMETRO ACCESS TRANSS� ICES LLC, a Delaware limited liability comp anyn �.� a�4 d/b/a Verizon Access Transmission Services Br- Abelardo Leites Its: Director, VSO Real Estate 13 BILL OF SALE WITNESSETH THAT, as of June 1, 2010 (the "Effective Date"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, MCIMETRO ACCESS TRANSMISSION SERVICES LLC., a Delaware limited liability company, d/b/a Verizon Access Transmission Services ("SELLER"), hereby sells, transfers, conveys, assigns and delivers to the City of Fort Worth ("BUYER"), to have and to hold for its own use and benefit forever, and BUYER hereby purchases, accepts and acquires from SELLER, all of SELLER'S right, title and interest in the property and equipment listed in Exhibit A (together, the"Personal Property") located at 1111 Monroe Street, Fort Worth,Texas(the"Premises"). As of the Effective Date, Seller warrants to Buyer that (i) Seller is the owner of the full legal and beneficial title to the Personal Property, (ii) Seller has the good and lawful right to sell the Personal Property, and (iii) that good and marketable title to the Personal Property is hereby vested in Buyer. To the extent allowed by law, this is the only warranty that Seller makes with respect to the Personal Property. Buyer acknowledges that the Personal Property (including associated supplies) may be regulated under laws relating to the protection of human health and the environment. Buyer further acknowledges that, from and after the Effective Date, it is the Buyer's responsibility to comply with all applicable government requirements and to take all steps necessary to protect its employees and others who may be exposed to the regulated components of the Personal Property. Buyer acknowledges that the Personal Property may be regulated for many reasons including,but not limited to: (a) The Personal Property may have associated registration, permit, license, certification, reporting, closure, notification and/or other requirements in order to maintain, operate, service, remove, relocate, remove and/or dispose of the Personal Property; (b) The Personal Property may contain or operate with chemicals or components that contain materials or substances that are deemed toxic and/or hazardous under a Federal, State or local law and which may have the potential to cause injury to employees and/or the environment; (c) The Personal Property may have the potential for causing harm if operated or maintained improperly or without taking appropriate safety precautions; and/or (d) The Personal Property may also be subject to other regulatory requirements. It is Buyer's responsibility to determine any and all regulatory requirements associated with the Personal Property and to comply with any and all such requirements from and after the Effective Date. If the transfer of any of the regulated Personal Property requires permits, registrations or other notifications and/or actions by or to the government, then Buyer agrees that it shall, within fi 4diod allowed by law, file any and all documentation (and pay any fees) necessary to 14 t meet the applicable transfer requirements and this shall include all actions reasonably necessary to assure that Buyer, and not Seller, is named as the owner of and person responsible for such Personal Property from and after the Effective Date. The Personal Property is not new, and Seller has made no representation about the condition of the Personal Property. Buyer has had the opportunity to examine the Personal Property and to satisfy itself of the condition of the Personal Property. Subject to the terms of this Bill of Sale, Buyer hereby accepts the Personal Property"AS IS" and at its own risk. To the extent permitted by law, Buyer agrees to indemnify and hold Seller and its parent, affiliate and subsidiary companies harmless from any and all liability in connection with the transfer, ownership, operation, maintenance and all subsequent use of the Personal Property, including, but not limited to, claims arising out of the compliance status of the Personal Property, exposures to hazardous substances and the ultimate disposal of the Personal Property, but only to the extent that the action or omission giving rise to such liability occurs after the Effective Date. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE LANDLORD TO CREATE A SINKING FUND OR TO ACCESS,LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS PARAGRAPH. Except as may he required by law and the above warranties with respect to title, SELLER DISCLAIMS ALL WARRANTIES FOR THE PERSONAL PROPERTY WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES THAT THE PERSONAL PROPERTY IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. Seller agrees to indemnify and hold Buyer and its parent, affiliate and subsidiary companies harmless from any and all liability in connection with the ownership, operation, maintenance and use of the Personal Property, including, but not limited to, claims arising out of the compliance status of the Personal Property and exposures to hazardous substances, but only to the extent that the action or omission giving rise to such liability occurs on or before the Effective Date. In addition to the Personal Property, to the extent assignable, Seller hereby transfers, conveys and assigns to Buyer (and Buyer hereby assumes from Seller) all of Seller's right, title and interest in and to any third party's (including any manufacturer's, retailer's or servicer's) guaranty or warranty of the Personal Property. To the best of Seller's knowledge, Seller represents and warrants to Buyer that it has provided copies of all such materials in Seller's possession. The submission of this Bill of Sale shall not constitute an offer; and this Bill of Sale shall not be effective and binding unless and until fully executed and delivered by each of the parties hereto. This Bill of Sale may be executed by the parties hereto in multiple counterparts, each of which when taken together shall constitute a executed original document. Additionally, telecopied or emailed signatures may be used in place of original signatures on this Bill of Sale. Seller and Buyer intend to be bound by the signatures on the telecopied or emailed document, are aware that the other party will rely on the telecopied or signatures, and hereby waive any defenses to the enforcement of the terms of this Bill of Sale based on the form of signature. 15 Each of Seller and Buyer represents and warrants for itself that all requisite organizational action has been taken in connection with this Bill of Sale, and the individuals signing on behalf of each of Seller and Buyer represent and warrant that they have been duly authorized to bind Seller or Buyer, as applicable,by their signature. This Bill of Sale shall inure to the benefit of and bind BUYER, SELLER, and their respective successors and assigns. [signatures on the following page] 16 IN WITNESS WHEREOF, BUYER and SELLER have executed this Bill of Sale as of the date first written above. BUYER: CITY OF FORT WORTH T. M.. Higgins Assistant City Manager ATTEST: APPROVED AS TO FORM AND LEGALITY: r 1 1 c �'' O000 °0O ?. Assistant City ttorn City Secretary ��po p00°Q�GG Y Y Y�p 0 O O SELLER: �a 00 p00* p D 0 a' Oppppp MCIMETRO ACCESS TRANttVICES LLC, a Delaware limited liability company, d/b/a Verizon Acces Transmission Services APO— BY:_ Abelardo Leites Its: Director, VSO Real Estate 17 + F EXHIBIT A TO BILL OF SALE PERSONAL PROPERTY 1) HVAC Units serving the first floor of the building located at 1111 Monroe Street, Fort Worth, Texas (the"Building"), including roof top units and Lieberts,but excluding any HVAC units servicing the premises retained by Seller in accordance with that certain Fourth Amendment to Lease effective as of June 1, 2010 (the"Premises"), as identified on the EofA Plans. 2)The existing raised flooring on the first floor of the Building, excluding the raised flooring located in the Premises. #948851326 18 cr . M&C Review Page 1 of 2 Official site of the City of Fort Worth,-texas R� ITY COUNCIL AGENDA f0 H COUNCIL ACTION: Approved on 5/18/2010 DATE: 5/18/2010 REFERENCE NO.: **L-14979 LOG NAME: 17VERIZIONAMEND CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize a Lease Amendment with MCI Metro Access Transmission Services, LLC, d/b/a Verizon Access Transmission Services for Space in the Zipper Building, 275 West 13th Street, Fort Worth, Texas (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize a lease amendment with MCIMetro Access Transmission Services, LLC, d/b/a Verizon Access Transmission Services (Verizon), for approximately 7,323 square feet of space and 28.53 percent of 7,910 square feet of common space in the Zipper Building at 275 West 13th Street, Fort Worth, Texas for an annual rent of$11.47 per square foot for a five year term starting November 1, 2010 through October 31, 2016. DISCUSSION: On April 13, 2000, Verizon entered into a 10 year lease with Fort Worth TelCo Center Limited for first floor office space in the Zipper Building, 275 West 13th Street, Fort Worth, Texas (Building). The city purchased the Building on May 10, 2005, (M&C L-14052) and the Verizon Access Transmission Services lease was assigned to the city. The city issued Certificates of Obligation for a 10 year term in order to purchase the Building (M&C C-20624). The lease payments from Verizon Access Transmission Services for its 30,879 square feet of space were applied to the debt service for the Certificates of Obligation. The second floor of the Building was renovated to provide office space for the City's Financial Services and Information Technology Solutions Departments. On June 23, 2009, the City Council approved a lease with Verizon for the entire first floor of the Building (M&C L-14794). In February 2010, the Emergency Management Office requested to use the first floor of the Building for their Emergency Operations Center. Staff negotiated with Verizon Access Transmission Services to reduce the square footage of its leased premises so that the Emergency Management request could be accommodated. The negotiated terms are as follows: Square footage of the leased premises is 7,323 Rent is $11.47 per square foot Verizon Access Transmission Services will transfer the ownership of the air conditioning units and the raised flooring that will serve the city's portion of the building at no charge to the city and in exchange, the city will be responsible for the cost to modify the space and infrastructure and separate all utilities and the fire suppression system The city will allow a rent credit of up to $38,000.00 for Verizon Access Transmission Services to modify their new space City will provide access cards to Verizon Transmission Services City will provide Verizon Access Transmission Services with one parking space in the lot to the south of the Building Staff recommends execution of the amendment. This property is located in COUNCIL DISTRICT 9. httn•//annc cr.fivnet nro,/cnrnncil nacket/me review_asn?ID=13555&councildate=5/18/2010 07/06/2010 M&C Review Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Thomas Higgins (6192) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Cynthia Garcia (8187) ATTACHMENTS htt„•//nnn-z efiwnPt nra/cnrnncil packet/mc review acn?1D=13555&.ccnincildate=5/1 9/2010 07/06/2010 Page 1 of 2 Tidwell, Allison From: Tidwell, Allison Sent: Monday, July 12, 2010 8:46 AM To: Gonzales, Ronald; Tinker, Marlena Subject: RE: 4th Amendment to Lease Agreement with MCIMetro Importance: High Tracking: Recipient Read Gonzales, Ronald Read: 7/12/2010 9:10 AM Tinker,Marlena Since there is an amendment to the original lease, Contract No. 32736, should we just go ahead and use that number as 32736-A4 rather than create another number for an amendment? i0i"- 7AW—cull Administrative/Records Technician City Secretary's Office Phone: (817)392-6090 Fax: (817) 392-6196 www.fortworthgov.org/csec "Indivielualhv, we rare one drop. Together, we are an ocean."-Ryunosuke Satoro From: Gonzales, Ronald Sent: Friday, July 09, 2010 12:58 PM To: Tinker, Marlena Cc: Tidwell, Allison Subject: RE: 4th Amendment to Lease Agreement with MCIMetro This does not Make sense;information is missing from somewhere. If the City was not a partly to the original lease,but what ijou Have is all amendment to the original lease that we don't have,it seems to me that it should not be an amendment but a new contract number altogether. I recommend holding off o11 numbering the contract until Allison's return on Monday. I want to make sure she is in the loop on this and she maid have some knowledge on the original lease that we are not aware. Ron Gonzales,TRMC/CMC .Assistant City Secretary,City of Fort Worth Ronald.Gonzales@fortworthgovorg 817.392.6164 From: Tinker, Marlena Sent: Friday, July 09, 2010 12:27 PM To: Gonzales, Ronald Subject: FW: 4th Amendment to Lease Agreement with MCIMetro 7/12/2010 Page 2 of 2 What do you think I should do for the Contract Number since we do not have the original lease agreement? Marlena Tinker Administrative Technician City Secretary's Office 1000 Throckmorton Street Fort Worth,Texas 76102 817-392-6150(office) 817-392-6196(fax) From: Garcia, Cynthia B. Sent: Friday, July 09, 2010 12:25 PM To: Tinker, Marlena; Odle, Sarah Cc: Gonzales, Ronald; Tidwell, Allison Subject: RE: 4th Amendment to Lease Agreement with MCIMetro We bought the building with the lease in place-we do not have an original lease because we were not a party to the lease. From: Tinker, Marlena Sent: Friday, July 09, 2010 8:14 AM To: Odle, Sarah Cc: Garcia, Cynthia B.; Gonzales, Ronald; Tidwell, Allison Subject: 4th Amendment to Lease Agreement with MCIMetro Sarah, I have researched for this contract to find the original contract number assigned to the first agreement with MCIMetro. I have found that another M&C L-14794 was approved in 2009; however, I am showing that we never received the agreement to process. Another contract, 32736 has no M&C approved in 2005 but it is another amendment. It does not say which amendment it is. Contract No. 31837, L-14052, is the contract that is for the purchase agreement of the building located at 1111 Monroe Street referred to as the Zipper Building with Fort Worth TelCo Center Limited. The research is not connecting in order for us to identify the original contract number for the lease agreement with MCIMetro. Please let us know what the contract number is for the original agreement with MCIMetro so that we can finish processing this contract. Thank you. Marlena Tinker Administrative Technician City Secretary's Office 1000 Throckmorton Street Fort Worth,Texas 76102 817-392-6150(office) 817-392-6196(fax) 7/12/2010