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HomeMy WebLinkAboutContract 40671CITY SECRETARY CONTRACT NO . '-!'Olo 1 \ LEASE AGREEMENT This lease agreement ("Lease") is made and entered into this , the \ \ ~ day of ~~ , 201 10 ("Effective Date"), by and between Southtown Shopping Center, Texas joint nture ("Lessor"), and the City of Fort Worth, a Texas municipal corporation, acting by and through its duly authorized Assistant City Manager, T .M. Higgins ("Lessee"). The term "Lessor" shall include the agents , representatives , employees, and contractors of Lessor. The term "Lessee" shall include the agents , representatives , and employees of Lessee . SECTION 1. Leased Premises. For and in consideration of the rental payments to be paid under this Lease, Lessor leases to Lessee and Lessee leases from Lessor office space of approximately 806 square feet, located at 3023 S. Freeway, Fort Worth, Texas 76104 ("Building"). The office space, together with any and all structures , improvements, fixtures and appurtenances thereon , thereunder or over, shall be referred to as the "Leased Premises". The boundaries and location of the Leased Premises are described on Exhibit "A", attached hereto and made part hereof for all purposes. SECTION 2. Use of premises. The Leased Premises shall be used as offices for the Fort Worth Police Department, including off-duty Police Officers. SECTION 3. Term. (a) This Lease shall be for a period of 60 months commencing on March 1, 2008 and terminating on February 28 , 2013 ("Initial Term"), unless a prior termination is effected by either Lessor or Lessee under the termination provisions of this Lease. (b) This Lease shall automatically renew for up to two (2) successive terms of twelve (12) months each, unless either party notifies the other party in writing of its intent to terminate the Lease on or before 30 days prior to the expiration of the Lease or any extension. The terms of this Lease shall continue to govern and control the relationship of the parties during any extensions or holdover by Lessee. SECTION 4. Rent. (a) Lessee shall pay Lessor rent in the amount of $1.00 annually during the Initial Term. All rental payments shall be payable to Lessor at the location of notice set forth in Section 16 of this Lease. The rental payment shall be made to the Lessor on the first day of the Initial Term and each year thereafter. (b) Rent for the first renewal term of twelve (12) months, beginning March 1, 2013 and ending February 28 , 2014 , shall be $1.00 annually. Rent for the second renewal term of twelve months , beginning March 1, 2014 and ending February 28 , 2015 , shall be $1.00 annually, and this rental rate shall remain in effect in the event of any extension or holdover of this Lease beyond the second renewal term , unless the parties agree otherwise in writing. SECTION 5. Taxes. Insura1 ce. Utilities. Lessor agrees to be responsible for the payment of all electricit JbFt:1ci~t att~acak~ ephone or other utility charges that come due and payable during the CITY SECRETARY FT. WORTH, TX Ci ty of Fort Worth L ease Page l 88 -09 -10 PJ3:5? II~ term Lessee occupies the Leased Premises. Lessor agrees that Lessor will pay for water for the Premises, provided usage is within normal amounts. Additionally, Lessor agrees to pay all taxes and insurance as they come due. SECTION 6. Maintenance. (a) Lessor shall maintain the roof, foundation , and structural soundness of exterior walls, HVAC , water and sewer lines, electrical system, Common Area (as defined below), and landscaping of the outside premises at its own expense in good order, condition, and repair during the Lease Term. Lessor shall also be responsible to repair any damage caused by or resulting from any failure or disrepair of the roof, foundation , exterior walls, HVAC , water and sewer lines, or the electrical system. Lessee agrees to give Lessor notice of defects or need for repairs in the roof, foundation , exterior walls, HV AC , water and sewer lines , or electrical system of the Leased Premises, or damage caused thereby or resulting therefrom, and Lessor shall commence repair of such defects or disrepairs within twenty-four (24) hours of receipt of notice from Lessee. If the repair of such defects or disrepairs is not complete within three (3) days of the notice by Lessee to Lessor, then, in Lessee 's sole discretion, Lessor shall have such additional reasonable time as allowed by Lessee to complete such repairs. In the event the repairs are not performed by Lessor within such additional reasonable time , Lessee may perform the necessary repairs and shall , at Lessee's sole discretion , either (i) receive payment from Lessor in the actual amount of the repairs or (ii) receive a credit against future rent in the actual amount of the repairs . If a defect or disrepair is the result of the negligence of Lessee, Lessee shall be responsible for the actual cost of the repairs , as evidenced by invoices. (b) Lessor shall maintain, at Lessor 's expense, a prev entive maintenance program providing for the regular inspection and maintenance of the HV AC. Lessor shall provide all routine maintenance in and around the Leased Premises , including replacement of light bulbs , elevator maintenance, pest control, replacement of light fixture fluorescent lamps and incandescent bulbs and landscaping. ( c) Lessor shall provide all security, if any, to the Leased Premises during the Lease Term. Lessee shall have no obligation to pro vide any security service or other security devise in or about the Leased Premises ; and Lessee, in any event, shall have no liability hereunder for any theft, burglary, or other breach of securing duri ng the Lease Term. Lessee shall keep the Leased Premises in good , clean, attractive, sanitary, and habitable condition in compliance with all applicable health ordinances and regulatory provisions . ( d) The "Common Area" of the Building is that part of the Building designated by Lessor from time to time for the common use of all tenants , including among other facilities , elevators, tunnels , skyways , halls, lobbies , delivery passages , drinking fountains and public toilets , all of which are subject to Lessor 's sole management and control. Lessee and its employees and invitees have the nonexclusive right to use the Common Area, this use to be in common with Lessor, other tenants of the Building, and other persons entitled to use the Common Area. SECTION 7. Insurance. Lessor agrees to insure the Leased Premises. Such insurance shall provide protection for liability, fire and casualty, and property damage for the property owned by the Lessor, City of Fort Wo rth L ease Page 2 situated at, and including, the Leased Premises. Verification of this coverage shall be pro v ided to Lessee prior to the execution of this Lease. Lessee assumes no liability or financial obligation for the acquisition or maintenance of such insurance; all costs incurred during the course of insuring the Leased Premises shall be borne solely by the Lessor. Lessee is basically a self-funded entity and as such, generally, it does not maintain a commercial liability insurance policy to cover premises liability. Damages for which Lessee would ultimately be found liable would be paid directly and primarily by Lessee and not by a commercial insurance company. SECTION 8. Liability and Hold Harmless. LESSOR COVENANTS AND AGREES TO RELEASE, INDEMNIFY, HOLD HARMLESS AND DEFEND LESSEE, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE, PERSONAL INJURY, OR ANY OTHER TYPE OF LOSS OR ADVERSE CONSEQUENCE RELATED IN ANY WAY TO THE EXISTENCE OF THIS LEASE OR THE USE OR OCCUPANCY OF THE LEASED PREMISES, REGARDLESS OF WHETHER THE ACT OR OMISSION COMPLAINED OF RESULTS FROM THE ALLEGED NEGLIGENCE OR ANY OTHER ACT OR OMISSION OF LESSOR, LESSEE, OR ANY THIRD PARTY. SECTION 9. Fixtures and Improvements. (a) Lessor herein agrees that no property or equipment, owned or installed by Lessee, or any representative of Lessee, shall , under any circumstances , become a fixture , and that Lessee shall reserve the right to remove any and all such property or equipment at any time during the term of this Lease, or subsequent to its termination by either party. Lessor further agrees that Lessor will , at no time, hold or retain, any property owned or installed by Lessee, for any reason whatsoever. (b) Lessee may paint, erect or display a sign, placard or lettering which is visible from the exterior of the Leased Premises , subject to Lessor's prior approval , which shall not be unreasonably withheld or delayed. SECTION 10. Default, Termination, Funding and Non-Appropriation. (a) Lessee Default. A default by Lessee shall exist if Lessee fails to pay rent within thirty (30) days after written notice from Lessor that rent is due hereunder. Upon a default by Lessee, Lessor, as its sole remedy, may terminate this Lease and Lessor shall have the right to collect the past due rent from Lessee. (b) Lessor Default. If Lessor defaults in the performance or observance of any covenant or agreement of this Lease, which default is not cured within 7 days after the giving of notice thereof by Lessee, then Lessee may, at Lesse's option, either (i) terminate this Lease or (ii) cure the Lessor 's default. The cost of the cure of a Lessor 's default by Lessee pursuant to this Section 1 O(b) shall be payable by Lessor to Lessee within 7 days after written demand therefor by Lessee, or, at Les see's option, such costs may be applied as a credit to future rent. City of Fort Worth L ease Page 3 "' (c) (c) Such costs must be actually and reasonably incurred and must not exceed the scope of the Lessor 's default. Such costs must be reasonably documented and copies of such documentation shall be delivered to Lessor with the written demand for reimbursement. Nothing contained in this Section 1 O(b) shall create or imply the existence of any obligation by Lessee to cure any Lessor default. Termination. Lessee shall have the right to terminate this Lease at any time for any reason by giving Lessor 30 days' written notice prior to the intended termination date. If this Lease is terminated under this Section, or as a result of the expiration of the Lease term or any renewal period, neither party shall have any further obligation or liability to the other under this Lease. Lessor and Lessee shall be bound by the terms , covenants and conditions expressed herein until Lessee surrenders the Leased Premises, regardless of whether the date of surrender coincides with the date of termination of the Lease. Funding and Non-Appropriation. This Lease shall terminate in the event that the governing body of Lessee shall fail to appropriate sufficient funds to satisfy any obligation of Lessee hereunder. Termination shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated funds , whichev er comes first. Termination pursuant to this non-appropriation clause shall be without further penalty or expense to either party. SECTION 11. Damage or Destruction. (a) Notice. If the building or any other improvement on the Leased Premises should be damaged or destroyed by fire , tornado, or other casualty, Lessee shall promptly give written notice thereof to Lessor. (b) Partial Damage. If the building or any other improvement situated on the Leased Premises should by partially damaged by fire , tornado , or other casualty to such an extent that rebuilding or repairs can reasonably be completed within one hundred twenty (120) days after the date Lessor received written notice by Lessee of the occurrence of the damage, as Lessor shall determine within thirty (30) days after the receipt of such written notice, Lessor shall proceed forthwith to rebuild or repair such building or other improv ements on the Leased Premises ( other than leasehold improvements made by Lessee or any assignee, subtenant, or other occupant of the Leased Premises) to substantially the condition in which it existed prior to such damage. (c) Total Damage. If the building situated on the Leased Premises should be substantially or totally destroyed by fire , tornado , or other casualty, or so damaged that rebuilding or repairs cannot reasonably be completed, as determined by Lessor, within one hundred twenty (120) days after the date Lessor receives written notification by Lessee of the happening of the damage, this Lease shall terminate, at the option of Lessor or Lessee, upon written notice gi v en by one to the other within ten (10) days after the date of Lessor's said determination; and rent shall be abated for the unexpired portion of this Lease . City of F ort Wor th L ease P age 4 ( d) Temporary Reduction of Rent. Rent, utility charges, and any other costs to be paid by Tenant under this Lease shall abate proportionally during any period and to the extent that a fire or other casualty or incident renders the Leased Premises unfit for use by Lessee in the ordinary conduct of its business. SECTION 12. Right of Inspection. Lessor reserves the right to enter upon the Leased Premises at all reasonable times for the purpose of inspecting the Leased Premises , provided that such entry does not conflict with Lessee's rights hereunder. Notwithstanding the above, given the sensitive nature of materials handled by the Fort Worth Police Department ("FWPD"), Lessor and all others having access pursuant to this Section 12 to any portion of the Leased Premises used by the FWPD shall not enter that portion of the Leased Premises unless accompanied by a representative of Lessee. Lessee shall make a representative available immediately upon request of Lessor. SECTION 13. Surrender of Leased Premises. Upon the termination of this Lease for any reason whatsoever, Lessee shall surrender possession of the Leased Premises in the same condition as the Leased Premises were in upon delivery of possession under the Lease, reasonable wear and tear excepted. Lessee also shall surrender all keys for the Leased Premises to Lessor at the place then fixed for the payment for rent and shall inform Lessor of all combinations on locks , safes , and vaults , if any , on the Leased Premises. Lessee shall remove all its furniture and equipment on or before the termination of the Lease ; and Lessee shall be responsible for repairing any damage to the Leased Premises caused by the removal of furniture and equipment. Additionally, if Lessee modifies the Premises with alterations , additions , or improvements made or installed by Lessee, Lessor, upon the termination of this Lease , shall have the right to demand that Lessee remove some or all of such alterations , additions , or improvements made by Lessee, provided , however, if Lessor gave prior approval of such alterations , additions , or improvements , Lessee shall not be required to perform any removal thereof. SECTION 14 . Acceptance of Leased Premises. Lessee acknowledges that Lessee has fully inspected the Leased Premises , and · on the basis of such inspection Lessee hereby accepts the Leased Premises as suitable for the purposes for which the same are leased . In the event any presently installed plumbing, plumbing fixtures , electrical wiring, lighting fixtures, or HV AC equipment are not in good working condition on the commencement date of this Lease , Lessor agrees to repair promptly any such defects of which Lessee delivers written notice to Lessor within thirty days after the commencement date of this Lease. SECTION 15. Assignment. Lessee shall not assign or sublet this Lease without the prior written approval of Lessor. Upon issuance of such approval, this Lease shall be binding on the successors , and lawful assignees of Lessor and the successors of Lessee, as permitted by the terms of this agreement and by the laws of the State of Texas and the United States. Any person or entity using or occupying the Leased Premises without a lawful assignment or sublease shall be subject to all the responsibilities and liabilities of Lessee and shall be subject to all provisions regarding termination and eviction. SECTION 16. Notices. Notices required to be made under this agreement shall be sent to the following persons at the following addresses , provided , however, that each party reserves the right to change its designated person for notice , upon written notice to the other party of such change: City of F ort Worth L ease P age 5 All notices to Lessor shall be sent to: Southtown Shopping Center Attn: Nancy Weinberg P.O. Box 190410 Dallas, TX 75219 With a copy to: Dorritt Management, Inc. P.O. Box 191391 Dallas, TX 75219 Attn: Beth Birenbaum All notices to Lessee shall be sent to: Fort Worth Police Department Attn: Kathy Hinz 350 West Belknap Street Fort Worth, TX 76102 As well as to: City of Fort Worth Real Property Services 1000 Throckmorton Street Fort Worth, Texas 76102 As well as to: City of Fort Worth City Attorney's Office Attn: Leann D. Guzman 1000 Throckmorton Fort Worth, Texas 76102 All time periods related to any notice requirements specified in the Lease shall commence upon the terms specified in the section requiring the notice. The notice shall be deemed effective when deposited in United States mail postage prepaid, certified mail , return receipt requested , addressed to the other party as set forth above. SECTION 17. Subordination to Mortgages. Lessee accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust , ground lease(s) or other lien(s) now or hereafter affecting the City of Fort Worth L ease Page 6 Leased Premises, and to renewals , modifications, refinancings and extensions thereof and if, but only if, each holder of any mortgage , deed of trust, ground lease or other lien subsequently affecting the Leased Premises has executed and delivered to Lessee a SNDA (hereinafter defined), then to any mortgage(s), deed(s) of trust , ground lease(s) and other lien(s) subsequently affecting the Leased Premises , and to renewals , modifications , refinancings and extension thereof (collectively, a "Mortgage"). The party having the benefit of a Mortgage shall be referred to as a "Mortgagee." This clause shall be self-operati ve, but upon request from a Mortgagee, Lessee shall execute a commercially reasonable SNDA in favor of the Mortgagee. If requested by a successor-in-interest to all or part of Lessor 's interest in this Lease, Lessee shall , without charge , attom to the successor-in- interest if, but only if, such successor-in-interest has executed a SNDA or other agreement whereby such successor in interest has agreed not to disturb or interfere with Lessee's possession of the Leased Premises (subject to the terms and conditions of this Lease) for so long as Lessee is not in default under this Lease beyond any applicable notice and cure period. Lessor represents and warrants to Lessee that as of the date of this Lease there is no Mortgage filed against the Leased Premises . Prior to permitting a Mortgagee to obtain a Mortgage on the Property, Lessor will use commercially reasonable efforts to cause such Mortgagee to execute a Subordination, Non-disturbance and Attomment Agreement ("SNDA") in form and substance reasonably satisfactory to Lessor, Lessee and the Mortgagee. The SNDA , among other things , shall provide that in the event a Mortgagee forecloses on the Leased Premises or otherwise enforces its right to divest Lessor of its fee simple interest in the Leased Premises , then such Mortgagee will not disturb Lessee's use and enjoyment of the Leased Premises for so long as Lessee is not in default under this Lease beyond any applicable notice and cure period. SECTION 18. Compliance to Laws. Lessor, at its expense , shall comply with all environmental , air quality, zoning, planning, building, health, labor, discrimination, fire , safety and other governmental or regulatory laws , ordinances , codes and other requirements applicable to the Leased Premises , including, without limitation , the Americans with Disabilities Act of 1990 ( collectively, the "Building Laws"). Prior to Lessee 's occupancy, Lessor shall obtain certificates as may be required or customary evidencing compliance with all building codes and permits and approval of full occupancy of the Leased Premises and of all installations therein. Lessor shall cause the Leased Premises to be continuously in compliance with all Building Laws (as they may be amended from time to time). SECTION 19. First Right of Refusal. If at any time during the term of this Lease or during any renewal term Lessor shall receive a bona fide offer from any person to purchase the Leased Premi ses, Lessor shall send Lessee a copy of the proposed contract and notify Lessee of the intention of the Lessor to accept the same . Lessee shall have the right within twenty (20) business days to accept the terms of the said contract in its own name for the gross purchase price and on the terms specified in said contract. If Lessee shall not so elect within the said period, Lessor may then sell the Leased Premises to said buyer, provided the said sale is on the same terms and conditions and for the price set forth in the said contract sent to Lessee. SECTION 20. Entire Agreement. This Lease shall constitute the entire agreement of the Lessor and Lessee, and shall supersede any prior agreements , either oral or written , pertaining to the Leased Premises. City of F ort Wo rth L ease Page 7 SECTION 21. Waivers. One or more waivers of any covenant, term, or condition of the Lease by either Lessor or Lessee shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The consent or approval by either Lessor or Lessee to or of any act by the other party requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to or approval of any subsequent similar act. SECTION 22. Choice of Law and Venue. This Lease and the relationship created hereby shall be governed by the laws of the State of Texas. Venue for any action brought to interpret or enforce the terms of the Lease or for any breach shall be in Tarrant County, Texas. SECTION 23. Brokerage. The parties represent and warrant that neither has dealt with any broker, agent or other person in connection with this leasing transaction and that no broker, agent or other person brought about this leasing transaction. In no event shall Lessee be responsible for any fees charged by any broker, agent or other person. SECTION 24. Eminent Domain. If any part of the Leased Premises is taken by eminent domain, Lessee may either terminate this Lease or continue the Lease in effect. If Tenant elects to continue the Lease, rent will be reduced in proportion to the area of the Leased Premises taken by eminent domain, and Lessor shall repair any damage to the Leased Premises resulting from the taking. Sums awarded or agreed upon between Lessor and the condemning authority for the taking of the interest of Lessor or Lessee shall be the property of Lessor, except for those sums awarded with respect to claims of Lessee against the condemning authority for moving costs and unamortized cost of leasehold improvements paid for by Lessee. If this Lease is terminated under this Section 24, Lessor shall refund to Lessee any prepaid unaccrued rent less any sum then owing by Lessee to Lessor. SECTION 25. Invalidity of Particular Provisions. If any provision of this Lease is or becomes illegal or unenforceable because of present or future laws or any rule or regulation of any governmental entity, the remaining parts of this Lease will not be affected. SECTION 26. Police Protection, Lessor agrees ands understands that Lessee in no way promises to provide increased Police protection or more rapid emergency response time because of this Lease. No special relationship shall exist between Lessor or Lessee other than that of landlord and tenant. Lessee shall provide no greater police protection to Lessor than is provided to all other persons or businesses. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. City of Fort Worth L ease Page 8 SIGNED this ~ day of 12~~ ,20&9 LESSOR: SOUTHTOWN SHOPPING CENTER, a Texas joint venture By: Dorritt Management, Inc., a Texas co~~_:_M:a~ G By: ~ <t;JJ,/l,4k-.J Name: Beth Birenbaum Title: President LESSEE: CITY OF FORT WORTH By:~~~ ~ T.M. Higgins , 0 =i City Manager APPROVED AS TO FORM AND LEGALITY: ~1f9l2fY¥M ATTEST: ~c~~ M & C Number : L -) ~qg L/ Date: 1 / f?; / v> OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of F ort Worth L ease P ag e 9 3023 South Freeway Lots 4-16 Dobbins Addition As recorded in: EXHIBIT A Volume 9916, Page 2287, Deed Records, Tarrant County, Texas City of Fort Worth Lease Page 10 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 7/13/2010 DATE: LOG NAME: SUBJECT: Tuesday , July 13 , 2010 l 73023SFRWY REFERENCE NO.: **L-14994 Authorize the City Manager to Execute a Lease Agreement with Southtown Shopping Center for Office Space Located at 3023 South Freeway for the Police Department for the Amount of $1.00 Annually (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council : Authorize the City Manager to execute a lease agreement with Southtown Shopping Center for office space of approximately 806 square feet located at 3023 South Freeway for the Police Department for the amount of $1.00 annu ally . DISCUSSION: The Hou sing and Economic Development Department, Real Property Services Divi sion , at the reque st of the Police Department has negotiated the lease space to be utilized as a police storefront. On December 9 , 2008 , City Council approved M&C C-23221, but the lease under that M&C wa s never executed and the City has been in holdover status. The lease term will be for five years, beginning March 1, 2008 and terminating on February 28 , 2013 . The rent is $1.00 per year . Under the terms of the lease , the landlord is re spon sible for all utility payments , including telephone charges. The City has occupied this space since November 1994. Southtown Shopping Center is owned by a joint venture consisting of Southtown Center Ltd . and Southtown Harvest Ltd . This property is located in COUNCIL DISTRICT 8 . FISCAL INFORMATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Crime Control and Prevention District Fund. FUND CENTERS: TO Fund/AccounUCenters CERTIFICATIONS: Submitted for City Manager's Office by; Originating Department Head: FROM Fund/AccounUCenters GR79 539120 0359501 Thomas Higgins (6140) Jay Chapa (6192) . . . ·- Additional Information Contact: ATTACHMENTS 1. FUNDS AVAILABLE.doc Cynthia Garcia (8187) Robin Bentley (7315)