HomeMy WebLinkAboutContract 61556CSC No. 61556
THE STATE OF TEXAS § LEASE AGREEMENT
COUNTY OF TARRANT §
'This LEASE ANENT Owreafkr refeired to as the 'LEASE'D, is made and erdered into
this 12th day of June , 2M2 by and between the CTI'Y OF ARLINGTON, a
Texas municipal corporation (hereafter referred to as "LESSOR'), and the CITY OF FORT
WORTH a Texas home -rule municipal corporation (hereafter referred to as "LESSEE').
WITNESSETH:
WHEREAS, the LESSOR is the owner of the LEASED PP0vffSES desenbed in Secti n 2.1; and
WHEREAS, the LESSOR and LESSEE are mutually desirous of entering into this LEASE for
the benefit of the public; and
WHEREAS, in consideration of the rents to be paid and other consideration, LESSOR hereby
enters into this LEASE and leases, lets and demises to LESSEE the LEASED
PF vffSES; and
WHEREAS, LESSEE and LESSOR enter into this LEASE and contract, stipulate and agree
during the term of this LEASE, and any extensions thereof, to follow and be
subject to the following terms, covenants and conditions:
1.
Term
1.1 The initial termofthis LEASE shall be five (5) years, beginning on June 1,2024 (the "Effective
Date") and terminating on May 31, 2029, unless terminated earlier in accordance with
the provisions of this LEASE. At the end of the initial term, LESSEE and LESSOR
may, upon mutual consent, renew this LEASE for one (1) additional five (5) year term.
Any renewal term is expressly conditioned upon LESSEE having cured any defaults) in
the performance of this LEASE by the beginning date of the renewal term.
2.
Leased Premises
2.1 The LEASED PREMISES will include:
The space and improvements existing on the property described in Exhibit "A" located at
Suites 2700 and 2804, 401 W. Sanford Street, Arlington Texas, 76011, consisting of
approximately 1,533 square feet.
2.2 The property and the improvements described in 2.1 are referred to as the "LEASED
PREMISES".
23 All exhibits describedabove inParagraph2. I are incorporated herein byreference as ifwritten
word for word.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
3.
Grant of Lease
3.1 Pursuant to the terms and conditions of this LEASE, LESSOR hereby leases, lets and
demises to LESSEE the LEASED PREMISES.
31 The lease of the real property described in 2.1 shall commence on June 1, 2024,
4.
Use ofLEASED PREMISES
4.1 The LESSEE will occupy and use the LEASED PREMISES forthe following purpose:
(a) The LEASED PREMISES will be utilized as office space by the LESSEE'S
Community Action Partners ("CAP")program. CAP provides several benefits to
the citizens of Tarrant County by assisting low and moderate income individuals and
families, pursuant to the provisions of 24 CFR 570.200(c) related to community
development block grants provided by the U.S. Department of Housing and Urban
Development.
5.
Consideration
5.1 For the use and occupancy of the LEASED PREMISES herein granted, the LESSEE agrees
to pay the LESSOR beginning on the Effective Date and throughout the term of this LEASE
a monthly rental to be c ompute d as follows:
(a) YEARS 1 & 2: Consideration for June 1, 2024 —May 31, 2026 shall be One Thousand
Four Hundred Seventy Dollars and Forty Cents per month ($1,470.40) and other good
and valuable consideration,
(b) YEAR 3-5: The monthly rental payment specified in Section 5.1(a) shall be subject
to a 3% increase at the end of Year 2 of this LEASE and at the end of each year
thereafter during the initial term of the LEASE.
(c) Renewal Tenn: The rental rate during any renewal period shall be renegotiated
prior to the start of the renewal term and agreed to in writing in a renewal
agreement.
5.2 The LESSEE shall pay the monthly rent to LESSOR on the P' day of each month.
LESSEE shall pay LESSOR via an ACH transaction. If rent is not tamely received by
the LESSOR, LESSOR may notify LESSEE in writing of the delinquency. If rents are
still not paid within thirty (30) days after notice is delivered, LESSEE shall be in default.
6.
Improvements
6.1 Durirg the term of this LEASE and any extensions tirreot LESSEE may (subject to the other
terms and conditions of this LEASE) with prior written approval by LESSOR remodel,
renovate and/or refurbish the LEASED PREMISES, or any part thereof, as approved by
LESSOR (hereinafter "New Improvement"). Any New Improvements will be documented
and identified through construction or purchase thereof and provided to LESSOR. LESSEE
is responsible for all costs of the renovations and improvements thereon. LESSOR will
not be responsible for any cost or cost overruns of any renovations or improvements of
the LEASED PREMISES.
6.2 Prior to entering into any contract for any work, LESSEE shall first submit or cause to be
submitted to LESSOR for written approval, a written request for approval of such work
and complete architectural, engineering andlor ge otechriical plans andspecifications of the
proposed work in such detail so as to allow a proper review for approval or disapproval,
and the name of the contractor to whom LESSEE proposes to award the contract for any
work. Within thirty (30) calendar days LESSOR will provide written approval, or its
disapproval and a caniprehensive Ist of chars upon which the work wE be approved by
LESSOR. When constructing any improvement upon the LEASED PREMISES, the plans
and specifications shall be prepared by state -licensed architects or engineers who are
reasonably acceptable to LESSOR'sAsset Management Director orher designee. LESSEE
will accomplish the work as approved in accordance with the plans and specifications, or as
the same may thereafter be modified with the consent of LESSOR.
63 LESSEE shall include in all LESSEE construction, renovation, and remodeling contracts
the following provisions:
(a) Contractor does he rebyco ntract to waive all claims, re le as e,inde rnnify, def nd
and hold harmless the CityofArlington and all of its officials, officers, agents and
e mploye es, in both the it public and private capacities, from and against any and
all liaNlity, claims, losses, damages, suits, demands or causes of action including
all expenses oflitigation and/or settlement, court costs and attorney f2eswhich may
arise by reason of injury to or death of any person or for loss of damage to, or loss
of use ofany property occasioned by error, omiss ion orne gligent act of contractor,
its officers, agents, employees, subcontractors, invitees or any other persons,
arising out of or in connection with the performance of this contract, and
contractor will at his or her own cost and expense defend and protect the City
of Arlington from any and all such claims and demands.
(b) Co ntracto r do e s he reby co ntract to waiv a all claims, re le as e, inde mnify, defe nd
and hold harmless the City ofAriington and all of its officials, officers, agents and
e mployees, from and agains t any and all claims, losses, damages, s uits, de wands
or caus es of actin n, and liability of every kind including all a xpenses of litigation
and/or settlement, court costs and attorneys fees for injury or de ath of any pe rson
or for loss oC damages to, or loss of use of any property, arising out of or in
connection with the performance of this contract Such indemnity shall apply
whether the claims, losses, damages, suits, demands or causes of action arise
from the negligence of the City of Arlington, its officers, officials, agents or
e mploye es.
(c) In any and all claims agains t any party inde mnifie d he re underby any a mployee
of the c o ntrac tor, any s ubc o ntrac tor, anyo ne dire c tly or indirectly a rnployed by any
of them or anyone for whose acts any of them may be liable, the inde mnifrcation
obligation he re in provide d s hall not be limite d in any way by any limitation on
the amount or for the contractor or any subcontractor under workers'
compensation o r o the r e mployee be nefit acts.
6.4 LESSEE shall require the contractor, in all LESSEE construction contracts, to furnish
irsurance iri such anyxints as specified in Section 11.4 of this LEASE.
6.5 LESSEE agrees that all work to be performed by it or its contractor, including all
workmanship and materials, shall be of first-class quality and shall be performed in full
compliance and h accordance with the specErations approved by the LESSOR, and such
work shall be subject to its inspection during the performance thereof and after it is
completed.
6.6 LESSEE shall deliver within five (5) business days of a request from LESSOR, written
progress reports of the work performed and shall at all times during the term of this LEASE
and any extensions thereof, keep construction reports and drawings current showing any
changes or modifications made in or to the improvements constructed on the LEASED
PREMISES.
6.7 LESSEE shall discharge all obligations to contractors, subcontractors, materialmen,
workmen and/or other persons for all satisfactory work performed and for materials furnished
for or on account of LESSEE as such obkgatioris mature. LESSEE shall provide LESSOR
all bills paid affidavits from LESSEE andLESSEE's contractors, subcontractors,materialmen,
workmen and/or other persons for all work performed and for materials furnished for or on
account of LESSEE or arising out of or relating to this LEASE. LESSEE expressly agrees in
the making of any repairs on the improvements that it will neither give nor grant,nor purport
to give or grant any mechanic's ormateriahman's knupon the LEASED PREMISES or upon
any improvements thereupon in the process of construction or repair, nor allow any
condition to exist or situation to develop whereby any party would be entitled, as a matter
of law, to a mechanic's or ma.terialman's lien against said LEASED PREMCSES and
improvements thereon, and LESSEE will chscharb any such kn as soon as reasonably
possble after notice of filing thereof.
6.8 Nothing in the LEASE shalt be constnrd as an agreemertt by the LESSOR to waive any lien
the LESSOR may have, constitutional, statutory or contractual, upon any leasehold
improvements on the property.
6.9 Unless otherwise mutually agreed upon by the parties the complete cost of developing
all necessary plans and specifications as provided herein and the construction of
improvements and facilities which support the LEASE upon the LEASED PREMISES by
LESSEE shall be borne solely by LESSEE and be at no expense to LESSOR whatsoever.
6.10 Pursuant to Texas Government Code 2252.909, LESSEE shall include in each contract
for the construction, aheration, or repair of an improvement to the LEASED PREMISES
a condition that the contractor 1) execute a payment bond that conforms to Subchapter I,
Chapter 53 of the Texas Property Code; 2) execute a performance bond in an amount
equal to the amount of the contract for the protection of the LESSOR and conditioned
on the faithful performance of the contractor's work in accordance with the plans,
specifications, and contract documents; 3)execute a minimum one (1) year"Maintenance "
Bond in the hall amamt of the improvements, repairs, or other worst in favor of the LESSOR;
and 4) provide to the LESSOR a notice of commencement at least 90 days before the
date the construction, alteration, or repair of any improvement to the LEASED
PREMISES begins. Such notice of commencement must 1) identify the LEASED
PREMISES where the work will be performed; (2) describe the work to be performed;
(3) state the total cost of the work to be performed; (4) include copies of the
performance, payment, and maintenance bonds required under this Section; and
(5) include a written acknowledgment signed by the contractor stating that copies of the
required performance, payment, and maintenance bonds will be provided to all
subcontractors not later than the fifth day after the date a subcontract is executed. The
maintenance bond required under this section may be waived by the LESSOR and at the
sole discretion of the LESSOR, after the LESSOR's review of the proposed work.
6.11 Except as otherwise indicatedin this LEASE, all alterations and New Improvements on or in
the LEASED PREMISES at the commencement of the term, or those that may be erected or
installed during the term, shall become part ofthe LEASED PREMISES and the property of
the City of Arlington upon temmination of the Lease. Any alterations or irnprovernerts erected
or installed durhg any exfersion of this LEASE shall become part of the New Improvements
and upon termination ofthe LEASE shall become part of the LEASED PREMISES and the
property of the LESSOR. LESSEE specifically agrees to keep and maintain the LEASED
PREMISES and any alterations or New Improvements throughout the term of the LEASE, or
any extension thereof subject to LESSEE'S right to remove certain property at the time of
termination of the LEASE as provided in 23.1 below.
6.12 LESSEE shall conduct its operations hereunder in an orderly and proper manner,
considering the nature of such operation, so as not to unreasonably annoy, disturb,
endanger or be offensive to others.
7.
AcceDtance, Maintenance and Renair, Cleanins, Securitv
7.1 LESSEE will inspect the LEASED PREMISES and accept possession of the LEASED
PREMISES and any irnprovemerts thereon in their "as s" condition when accepted, and subject
to all limitations unposed upon the use thereof by the rules and regulations of the federal and
State government, or City of Arlington or other applicable nks and regulations, and will admit
upon acceptance its suitableness and sufficiency for the uses permitted hereunder.
LESSOR has not made and does not make and specifically disclaims any
representations, guarantees, promises, covenants, agreements or warranties of any kind
or character whatsoever unless otherwise provided for herein, whether express or
implied, oral or writte n, pas t, pre ent or future oil as to, conce rning or with respect to
the nature, quality orcondition of the LEASED PREMISES, the income to be derived,
the suitability of the LEASED PREMISES for uses allowed under this LEASE, or
me rchantability or fitness for a partic ular purpose.
7.2 LESSOR will, at its own expense, maintain, repair, and replace, as
reasonably necessary, all interior and exterior elements of the LEASED
PREMISES, including windows and window frames, interior doors and
door frames, interior handles and locks, cabinet, counters, carpet, flooring,
interior paints and stains, non-structural walls, woodwork, wall paneling
and tiles, drywall, plastering, plumbing items, light switches, plugs,
lighting, ceiling tiles, drink fountains (if any), and items of similar
character and use. Notwithstanding the above, should LESSEE,
LESSEE's guests or LESSEE's invitees cause damage to any interior
or exterior element, LESSEE shall reimburse LESSOR for the
LESSOR's actual costs associated with the necessary repair or
replacement within thirty (30) days after receiving notice of such
damage and cost from LESSOR.
7.3 LESSOR shall be responsible for maitaining all of the common areas of the building and
exterior parking lot not included in the LEASED PREMISES. This includes but is not
limited to repair of structural and extraordinary repairs of the building unless caused by the
LESSEE.
7A LESSEE, without limiting the generality hereof, shall control the conduct and demeanor of
its employees or agents.
7.5 LESSOR shall provide for cleaning services of the LEASED PREMISES and the common
areas of the building on a regular basis. Cleaning services will include the emptying of any
trash and recycling, vacuuming as requested, and cleaning of restrooms and other common
areas.
7.6 LESSOR will provide on -site security officers and an on -site property manager Monday
through Friday from 7 am to 7 pm, but such services are not a guaranteed provision of this
LEASE. The days and hours that security and on -site property management will be provided
are subject to change without notice. LESSOR may discontinue security services and on -
property management without penalty and without notice to LESSEE. SECURITY
PROVIDERS HIRED OR PROVIDED BY LESSOR ARE NOT LICENSED PEACE
OFFICERS AND ARE NOT EMPLOYEES OF LESSOR. IN CASE OF EMERGENCY,
LESSEE SHOULD CALL 9-1-1.
8.
Right ofEntry by LESSOR
8.1 The LESSOR, its authorized agents and authorized agents of other governmental
agencies, shall have the right to enter the LEASER PREMISES after twenty-four (24)
hour notee to LESSEE; provided that LESSOR may immediately ever the LEASED
PREMISES in the event of an emergency, to make emergency repair or perform emergency
mailemnce to the LEASED PREMISES, to conduct inspections of items or areas in order to
determine compliance with all federal, state and municipal laws, ordinances, rules and
regulations. LESSEE covenants to observe and comply with all applicable laws, nks and
regulations pertaining to Ls activi<ies. The LESSOR will be aimed to move items in and out
of the PREMISES with appropriate notice prior to the movement of the items.
9.
Additional Obliizations ofLESSEE
9.1 LESSEE shall comply with all health and safety laws and requirements and any other
federal, state or municipal laws, ordinances, rules, regulations and requirements
applicable to the LEASED PREMISES.
9.2 LESSEE shall not do, nor knowingly permit to be done, anything which may interfere with
the effectiveness of accessibility of the drainage system, sewage system, fire protection
system, sprinkler system, alarm system, or fire hydrants and hoses, if any are located on or
adjacent to the LEASED PREMISES.
10.
Subletting and Assiunnw nts
10.1 LESSEE shall riot sublet or assign any part of the LEASED PREMISES without the prior
written consent of LESSOR. Any such subletting, if penntted, shall not rehase LESSEE
from is obligations hereunder.
11.
Damage orDestrurtion and Insurance
11.1 In the event of damage or destruction to any of the improvements upon the LEASED
PREMISES, the LESSOR shall have no obligation to repair or rebuild the improvements or
any factures, equipment or other personalproperty installed by LESSEE pursuant to this
LEASE. In the event (a) the LEASED PREMISES shall be destroyed or substantially
damaged such that it is not usable for LESSEE's purpose set forth in Section 4.1, then
LESSEEmay electeitherto terminatethis LEASEor, upon LESSOR's approval,to proceed
to rebuild and repair the LEASED PREMISES. LESSEE shall give written notice to
LESSOR of such election within thirty (30) days afterthe occurrence of such casualty and,
if LESSEE elects to rebuild and repair with LESSOR's approval, shall proceed to do so
with reasonable diligence and at LESSEE's sole cost and expense. If LESSEE elects to
terminate this LEASE, then this LEASE shall terminate at the end of the calendar month
in which notice of termination is given.
11.2 Upon completion of all the work, the LESSEE shall certify by a responsible officer or
authorized representative that such rebuilding and repairs have been completed.
113 In no event shall LESSEE be obligated to provide equipment and futures in excess of those
existing prior to such damage or destruction. LESSEE agrees that such work will promptly
commence and proceed to completion with due diEgence.
11A Prior to the commencement of any activity permitted on the LEASED PREMISES as
provided in this LEASE, LESSEE or his contractor shall purchase and rainta4 at its own
expeme, hereinafter stipulated numnum insurance with cm-faiues duly authce-ized to do
business in the State of Texas and reasonably satisfactory to the LESSORand the LESSOR's
Risk Manager. LESSOR shall allow LESSEE to satisfy any of the insurance required
herein with a certification of self-insurance.
(a) Subject to reimbursement by LESSEE, LESSOR shall obtain property insurance
for full replacement value of the LEASED PREMISES owned by LESSOR. Such
insurance shall exclude damage to any personal property contained within or
stored at the LEASED PREMISES owned by LESSEE. LESSEE will be
responsible for any repair, replacement, loss or damage to personal property.
LESSOR will carry Fire and Extended Coverage Insurance covering the New
Improvements installed or constructed by LESSEE upon the LEASED
PREMISES, against loss or damage by fire, windstorm, hail, tornado, explosion,
water, lightning, rain, sleet, snow, sprinkler leakage, riots, civil commotion,
vandalism, malicious mischief, and aircraft/vehicle damage. This type of
k=ance shall be in an amount of coverage not less than replacement cost of the
LEASED PREMISES dedicated to or necessary to performance of LESSEE'S
obligations under this agreement. In the event of damage to such buildings and
structures, LESSEE will immediately notify LESSOR of the nature and extent of
such damage. If damage results in the partial or the total destruction of a budding,
improvement or structure which has been erected by LESSEE, mortgagees and
assignees agree to apply all insurance proceeds to the rebuilding of the
improvements as approved by the LESSOR.
(b) Construction Insurance
(1) For constraaction of any pexmra =t inWvement erected by or cn behalf of the
LESSEE, the LESSEE'S Contractor shall purchase and maintain, until
fmal completion and acceptance of aff work, Builder's Risk Insurance. All
Risk Form in an amount equal to one hundred percent (100%) of the
construction contract value, as amended, Completed Value Form. This
policy shall be written jointly and in the names of the City of Arlington,
the LESSEE, the Contractor, Subcontractors and Sub -subcontractors as
their interests may appear. The policy shall have the endorsements as
follows:
a. This insurance shall be speck as to coverage and shall not be
contributing insurance with any permanent insurance maintained
on the property;
(2) Prior to the commencement of construction of any permanent
improvement, LESSEE'S Contractor shall purchase and maintain until feral
completion and acceptance ofall work:
a. General Liability Insurance, Including Premises Operations,
Independent Contractors, Contractual Liability and Owners and
Contractors Piotective Liability coverage to include the
indemnity provisions of the construction contract. Coverage shall
apply as specified under Paragraph 13.4(b) with minimum limas of
$1,000,000 per occurrence and $2,000,000 aggregate. The
completed operations coverage must be maintained for a minimum
of one (1) year after final completion and acceptance of the
permanent improvements, with evidence of same flied with the
Risk Manager.
b. Workers' Compensatioq Insurance with statutory limits, and
employer's liability with limits of not less than $1,000,000:
Employer's Liability — Each Accident $1,000,000
Employer's Liability — Each Employee $1,000,000
Employer's Liability —Policy Limit $1,000,000
Workers' Compensation policy must provide a waiver of
subrogation in favor of LESSOR and LESSEE.
C. Business Automobile and Track Liabilitv hbinme covering all
owned, non -owned or hired automobiles, with limits of not less than
$1,000,000 single limit of liability per accidentfor Bodily Injury and
Property Damage.
(c) Policy Endorsements and SnecialConditions
(1) In all insurance policies previously described herein, the City of
Arlington shall be named as an additional insured warranting no
operational interest.
(2) The term "Owner" or "City of Arlington" shall include all authorities,
boards, bureaus, comnvssrons, divisions, departments and offices of the City
of Arlington and individual members, employees and apat thereof in their
official capacities, or while acting on behalf of the City of Arlington.
(3) Certificates of each insurance policy required herein, together with a
statemerrt by the issuing caT;my to the extent that said i1surance p*y will
not be canceled or materially changed without thirty (30) days prior notic e
being given to the City of Arlington, shall be delivered to the LESSOR's
Risk Manager, Post Office Box 90231, MS 63-0790, Arlington, Texas
76004-0231, prior to either benefcial occupancy of the LEASED PREMISES
or the commencement of any construction of permanent improvements,
whichever is applicable.
(4) The term Tercmanent Improvements" is meant to include, but is not
limited to, buildings, structures, wings, annexes to buildings, paved areas,
utility lines, roads, fences, drainage improvements, irrigation
improvements, landscaping, light apparatuses, walls or anything affxe d to any
building in such a manner as to become a fpcture under Texas law.
(5) It being the intention that the insurance policies shall protect all parties to the
contract and be primary coverage for all losses covered by the policy,
murers shall have no right of recovery or subrogation agaibi the City of
Arlington and shall provide the City of Arlington and LESSEE with a
Waiver of Subrogation.
(6) The policy clause "Other Insurance" shall not apply to the City of
Arlington where the City of Arlington is insured on the policy.
(7) Companies issuing the insurance policies shall have no recourse against the
City of Arlington for payment of any premiums or assessments for any
deductibles which all are at the sole risk of the LESSEE or the contractor.
(8) LESSEE shall require its general construction contractor to carry the
required insurance until final completion and acceptance of all work.
Certfrates evidencing such coverage and satisfactory to the LESSOR shall be
provided to the City Manager and the Risk Manager of the City of
Arlington prior to commencement of construction.
(9) LESSEE shd not do or petmt to be done any act cc thing h or upon the
LEASED PREMISES which will invalidate or be in conflict with the
certificate of occgmmy or the Texas State Standard Form of fire, boiler,
sprinkler, water damage or other insurance policies covering the
buildings and the fixtures therein; and, the LESSEE shall, at its own
expense, comply with applicable rules, orders, regulations or
requirements of any local Board of Fine Underwriters or any other similar
body having jurisdiction.
(10) Approval, disapproval or fmIre to act by the City of Arington regarding any
insurance supplied by LESSEE (or any of LESSEE's contractors or
sublessees) shall not relieve the LESSEE of full responsibility or liability
for damages and accidents as set forth in the insurance documents.
Neither shall the bankruptcy, insolvency or denial of liability by the
insurance company exonerate the LESSEE from liability.
(11) Any of such insurance policies required under this section may be written
in combination with any of the others, where legally permitted; provided,
however, that none of the specked knits stated herein may be lowered
thereby.
(12) In the event that any claim for loss or damage exceeds the limits of the
insurance policies and/or is not insured under the terms of the policies, the
LESSEE shall stand the risk at their sole expense.
(13) It is understood and acknowledged by both parties that the minimum
amounts for insurance, as provided for in this Section 11.4, may be
adjusted to the then prevailing amounts for insurance required by the
LESSOR at any time during the term of the LEASE.
12.
Liabilities and Indemnities
12.1 To the extent permitted by Texas laws, LESSOR shall not in anyway be liable for any cost,
liability, damage or injury, including cost of suit and reasonable expenses of legal services,
recovered by any person whomsoever, occurring on the Leased Premises, as a result of any
operation, works, acts or omissions performed on the Leased Premises, including but not
limited to, any claim arising from the sale or availability of alcoholic beverages for human
consumption or the actual consumption of alcoholic beverages by LESSEE, its guests or
invitees, whether business or otherwise. In the event of joint or concurrent negligence of
LESSEE and LESSOR, responsibility, if any, shall be apportioned comparatively in
accordance with the laws of the State of Texas unless otherwise mutually agreed by LESSEE
and LESSOR. Nothing in this paragraph is intended to waive any governmental immunity
available to LESSOR under Texas law or waive any defenses of LESSEE or LESSOR under
Texas law. This paragraph shall not be construed for the benefit of any third party, nor
does it create or grant any right or cause of action in favor of any third party against
LESSOR or LESSEE
12.2 To the extent permitted by Texas laws, LESSEE agrees to indemnify, defend and hold
harmless,theLESSOR, its officers, employees ("Indemnitees")from any andall third -party
claims, losses, damages, suits, contract claims, release claims, demands ❑r causes of action,
and liability of every kind including all expenses of litigation and/or settlement, court costs
and attorneys' fees by reason of injury to, or death of, any person or persons, and damage
to, destruction or loss of property, arising from, or resulting from, any operations, works,
acts or omissions of LESSEE, its agents, employees, contractors, or tenants.
123 To the extent permitted by Texas laws, the LESSEE agrees to save and hold the LESSOR,
its officers, employees, agents and representatives free and harmless of and from any loss,
liability, expense, or claim for damages in connection with any actual in fringe mentof any
patent, trademark or copyright arising from any third -party claim of such arising out of the
operations. 'lice LESSEE shall indemnify and hold harmless the LESSOR from any claim
for commission or brokerage made by any such broker when such claim is based in whole
or in part upon any act or omission of the LESSEE
12.4 In any and all claims agains t any party inde mnifie d he re unde r by the LESSEE, any
contractor or subcontractor of the LESSEE, anyone directly or indirectly employed
by any of the m or anyone forwhos a acts any ofthe in maybe liable, the indemnification
obligation herein provided shall not be limited in any way by any limitation on the
amount or for the LESSEE or any contractor or subcontractor under workers'
compensation o r o the r e mployee be ne fit acts.
13.
Environmental Concerns and MonitorineReauirements
13.1 LESSEE to the extent allowed by the laws and Constitution of Texas hereby
releases, discharges and holds LESSOR harmless and agrees to indemnify LESSOR
for claims, liabilities, suits, damages, expenses and fines arising outof or resulting from
any sudden or gradual or any other release, discharge, spill, contamination or
pollution by or from hazardous wastes or substances caused by LESSEE, its
contractors, subcontractors, agents, ofcers, invitees and representatives, existing,
created or occurring on or under the LEASED PREMISES. LESSEE's obligations
and liabilities under this section shall continue so long as LESSOR remains
responsible for any release, spills, discharges or
contamination of hazardous substances or wastes existing on the LEASED
PREMISES or re s ulting o r caus e d by or attributable to the LESSEE.
13,2 LESSEE acknowledges that its uses of the LEASED PREMISES and the operations,
maintenance and activities conducted thereon may be subject to federal, state and local laws,
rules and regulations, collectively referred to as "Governmental Regulations". As a material
covenant ofthe LEASE, LESSEE, at its sole expense, shall comply with all such present and
future Governmental Regulations, applicable to LESSEE's construction, operations,
maintenance, use and activities on the LEASED PREMISES.
133 LESSEE's obligation under this section shall survive any assignment or subletting of the
LEASED PREMISES. Furthermore, LESSEE's obligations under this section shall
survive the termination ofthis LEASE as to any activity oromissions which occurredduring
the term of the LEASE or any extensionsthereof.
13A The term"hazardous wastes"is used hereinas it is defined in 42 U.S.C. Section69.01 et seg
The term "hazardous substances" is usedhereinas it is defined in CERCLA. These terms shal
also include, for the purposes of the LEASE, any substance requiring special treatment;
handling, manifesting and records accordingto a governmental authority.
14.
Rule s and Re gulations, Sign and De velopme nt Standards
14.1 LESSEE agrees to observe and obey any and all applicable rules and regulations and all other
federal, state and municipal rules, regulations, ordinances and laws including, but not limited
to the impact fees, subdivision rules and regulations, zoning, landscape standards and the
construction sections of the Code of the City of Arlington and require its officers, agents,
employees, contractors and suppliers to observe and obey the same.
14.2 LESSEE agrees to obtain, from all governmental authorities having Jurisdiction, all
licenses, certificates and permits necessaryfor the conduct of its operations and to keep them
current.
143 Any signs placed at or on the exterior of the LEASED PREMISES shall comply with City
of Arlington ordinances.
15.
Utilitie s
15.1 The cost of utilities is included in the rental rate per Section 5. L Utilities includes
electricity, water, trash and recycling, and gas. LESSEE is responsible for arrange for the
provision of internet and phone services and the cost of such services.
16.
Nondiscrimination
16.1 The LESSOR and LESSEE, for itself, its personalrepresentative, successors in interest, assigns
and heirs, as apart of the consideration hereof, do hereby covenant and agree that:
(a) No persons on the grounds of race, color, disability or national origin shall be
excluded from participation in, denied the benefits of, or be otherwise subjected to
discrimination in the use of the LEASED PREMISES; and
(b) That in the construction of any improvements on, over or under such land and the
furnishing of services thereon, no person on the grounds of race, color, disability
or national origin shall be excluded from participation in, denied the benefits of, or
otherwise be subjected to discrimination.
17.
Rights ofEntry Reserved
17.1 In the event that any personal property of LESSEE shall obstruct the access of the LESSOR, its
officers, employees, agents or contractors, or the utility company furnishing utility service
to any of the existing utility, mechanical, electrical and other systems, and thus shall interfere
with the inspection, maintenance or repair of any such system, LESSEE shall move such
property, as directed by the LESSOR or said utility company, in order that accessmaybe had
to the system or part thereoffor inspection, maintenance or repair. If LESSEE shallfail to so
move such property after direction from the LESSOR or said utility campany to do sq the
LESSOR or the uthy company may move t arxl the LESSEE hereby agrees to pay the costs
of such moving upon demand, and further; LESSEE hereby waives any claim for damages
as a result therefrom.
18.
Additional Rents and Charges
18.1 Except as provided elsewhere in this LEASE, in the event LESSEE, its heir, assignees or
successors fails within thirty (30) days after receipt of written notice from LESSOR to
perform or commence to perform any obligation required herein to be performed by
LESSEE, the LESSOR may enter the LEASED PREMISES (without such errtenrig causing or
constituting a cancellation of this LEASE or an interference with the possession in such
LEASED PREMISES by LESSEE) and do all things reasonably necessary to perform
such cbEgation, charging to LESSEE the cast and expense thereof and LESSEE agrees to pay
to the LESSOR upon demand such charge.
18.2 If the LESSOR elects to pay any sum or sums or incur any obligation or expense by reason of
the failure, neglect or refusal of LESSEE to perform or fi.flfill any one or more of the
conditions, covenants or agreements contained in this LEASE, or as the result of any act or
omission of LESSEE contrary to said conditions, covenants or agreements, LESSEE hereby
agrees to pay the sum or sums so paid or expense so incurred by the LESSOR, including
all interests, costs, damages and penalties, as the result of such failure, neglect or refusal of
LESSEE. In such event, the total of such amounts may be added to any installment of rent
therea$er due hereuvier, and each and every part of the same shall be and become additional
rent recoverable by the LESSOR in the same manner and with like remedies as if it were
originally a part of the rent provided for in this LEASE. The LESSEE has the right to
contest any request as unreasonable and unnecessary.
19.
Default
19.1 The following events shall be deemed to be events of default by LESSEE under this
LEASE:
(a) LESSEE shall fail to pay any installment of rent, and such fai ze shall continue for a
period of ten business days afternotice of such delinquency is delivered to LESSEE.
(b) LESSEE shall fail to comply with any terra, provision, clause, sentence, covenant
or any other item of this LEASE, other than the payment of rent, and shall not cure
such failure within thirty (30) calendar days after written notice thereof to LESSEE.
(c) LESSEE shall desert or vacate any substantial portion of the premises for a period
of five (5) calendar days or more.
(d) It is recognized that if LESSEE is adjudged a bankrupt, or makes a general
asstxnent for the benefit of creditors, or if a receiver is appointed for the beneft of its
creditors, or if a receiver is appointed on account of its insolvency, such could
impair or frustrate LESSEE's performance ofthis LEASE. Accordingly, it is agreed
That upon the occurrence of any such evert, LESSOR shall be entitled to request of
LESSEE or its successor in interest adequate assurance of future performance in
accordance with the terms and conditions hereof. Failure to comply wih such
request within ten (10) calendar days of delivery of the request shall entitle LESSOR
to terminate this LEASE and to the accompanying rights set forth below.
19.2 Upon the occurrence of any event of default specified above, LESSOR shall have the option
to pursue any ale or mare of the following retrredies without any notice or derrmid whatsoever:
(a) Temiinate the LEASE in which event LESSEE shaft imanediately surrender the
LEASED PREMISES to LESSOR, and if LESSEE fad to do so, LESSOR may,
without prejudice to any other remedy which it may have for possession or
arrearages in rent, enter upon and take possession and expel or remove LESSEE and
any other person who may be occupying the LEASED PREMISES or any part
thereof, by force if necessary, without being liable for prosecution or any claim of
damages therefor; and LESSEE agrees to pay to LESSOR on demand the amount of
al loss and damages which LESSOR may suffer by reason of such termination,
whether through inability to relet the LEASED PREMISES on satisfactory terms
or otherwise.
(b) Enter upon and take possession of the LEASED PREMISES and expel or remove
LESSEE and any other person who may be occupying the LEASED PREMISES
or any part thereof, by force if necessary, without being liable for prosecution or any
claim of damages flmfcr; and if LESSOR so elccis, relet die premises on such terms
as LESSOR shall deem advisable and receive the rent thereof; and LESSEE agrees
to pay to LESSOR on demand any deficiency that may arise by reason of such
reletting.
(c) Enter upon the LEASED PREMISES, by farce if necessary, wthout being liable for
prosecution or any claim of damages therefor and do whatever LESSEE is obligated
to do under the terms of this LEASE; and LESSEE agrees to reimburse LESSOR on
demand for any reasonable expenses which LESSOR may incur, thus effecting
compliance with LESSEE's obligations under this LEASE; and LESSEE further
agrees that LESSOR shall not be liable for any damages resulting to LESSEE
from such action.
19.3 No reentry or taking possession of the LEASED PREMISES by LESSOR shall be
construed as an election on its part to terminate this LEASE, unless a written notice of such
intention shall be given to LESSEE. Notwithstanding any suchreletting or reentry or taking
possession, LESSOR may at any tine thereafter elect to terminate dfs LEASE for a previous
default. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies herein provided or any other remedies provided by law, nor shall the pursuit of any
remedy herein provided constitute a forfeiture or waiver of any paymels dsr to LESSOR
hereunder or of any dnna�ps accruing to LESSOR by reason of the violation of any of the
terms, provisions and covenants herein contained. LESSOR's acceptance of payments
following an event of default hereunder shall not be construed as LESSOR's waiver of such
event of default. No waiver by LESSOR of any violation or breach of any of the terms,
provisions and covenants herein contained shall be deemed or constitute a waiver of any
other violation or breach of any of the terms, provisions and covenants herein contained
Forbearance by LESSOR to enforce one or more of the remedies herein provided upon an
event of default shall not be deemed or construedto constitute a waiver of suchdefauh. The
loss or damage that LESSOR may suffer by reason of termination of this LEASE or the
deficiency from any reletting as provided for above shall include the expense of
repossession and any repairs or remodeling undertaken following possession. Should
LESSOR at any time terminate this LEASE for any default, in addition to any other
remedy LESSOR may have, LESSOR may recover from LESSEE all damagcs LESSOR
may incur by reason of such default, including cost of recovering the premises and
reasonable attorney's fees expended by reason of default.
20.
Te rnunation BvLessee
20.1 In addition to any other right of termination herein given to LESSEE, or any other right to
which it may be entitled by law, equity or otherwise, as long as LESSEE is not in default
n payaw to LESSOR of any amounts due LESSOR under the LEASE, LESSEE may cancel
this LEASE and therebyterminate all of its rights and unaccrued obligations to the LESSOR
hereunder, by giving LESSOR at least sixty (60) days advance written notice.
21.
Condemnation
21.1 If during the term of this LEASE, or any extensions thereof, all of the LEASED
PREMISES shouldbe taken for any public or quasi -public use under anygovemmental law or
by right of eminent domain, or should be sold to the condemning authority under threat of
condemnation, this LEASE shall terminate and the LESSEE, its heirs, successors and
assignees shall be fairly compensated for the fair market value of their leasehold interests.
Rent shall be abated during the unexpired portion of this LEASE effective as of the date of
the taking of the premises by the condemning authority.
21.2 If less than all, but more than fifty percent (50%), of the LEASED PREMISES is taken for
any public or quasi -public use under any governmental law or by right of eminent domain,
or should be sold to the condemning authority under threat of condemnation, LESSEE may
terminate the LEASE by giving written notice to LESSOR within thirty (30) days after
possession of the condemned portion is taken by the entity exercising the power of
condemnation. If the LEASED PREMISES are partially condemned and LESSEE fails
to exercise the option provided in the preceding paragraph to terminate the LEASE, or if less
than fifty percent (50'/o) of the LEASED PREMISES are condenyrd, this LEASE shall not
terminate but LESSOR shall immediately, at its sole expense, restore and reconstruct the
building and other improvements situated on the LEASED PREMISES to make them
reasonably tenantable and suitable for the uses for which the premises are leased
22.
Sur -re nde r and Right o fRe -entry
22.1 Upon the cancellation or termination of this LEASE, LESSEE agrees peaceably to
surrender the LEASED PREMISES to the LESSOR. Upon any such cancellation or
termination, the LESSOR may re-enter the LEASED PREMISES at LESSOR'S election.
Furthermore, upon such cancellation or termination, and for a reasonable time thereafter
(not exceeding thirty (30) days after such cancelEation cr temfhation), LESSEE shall have the
Tj#1 to remove its personal property, fbctures and trade equipment which it may have on the
LEASED PREMISES, provided the removal thereof does not impair, limit or destroy the
utility of said LEASED PREMISES and LESSEE either repair or pay the costs for any
repairs caused by such removal.
22.2 If LESSEE fails to remove its property within thirty (30) days after the termination of or
expiration of this LEASE, LESSOR may remove such property to a public warehouse for
deposit or retain the same in its own possession. If the LESSEE fails to take possession
and remove such property, after paying any appropriate rental fees, within sixty (60) days
after termination of the LEASE, the property shall be deemed to be abandoned and
LESSOR may sell the same at public auction.
23.
Notices
23.1 All notices, consents and approvals required or desired to be given by the parties hereto shall
be sent in writing, and shall be deemed sufficiently given when same is hand delivered or
deposited in the United States mail, sufficient postage prepaid, registered or certified mail,
return receipt requested, addressedtothe recipient at the address set forth below:
To LESSOR: City of Arlington
101 West Abram Street
Arlington, Texas 76010
ATTN. Nora Coronado, Director of Asset Management
To LESSEE: City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
ATTN: Neighborhood Services Department
With copy to. City of Fort Worth
100 Fort Worth Trail, (previously 100 Energy Way)
Fort Worth, TX 76102
Attn: City Attorney's Office
24.
Holding Over
24.1 A holding over by LESSEE after the termination of this LEASE and after written notice by
LESSOR to vacate such premises, and continued occupancy thereof by LESSEE shall
constitute LESSEE a trespasser.
24.2 Any holding over by LESSEE beyond the thirty (30) day period permitted for removal of
fixtures without the written consent of the LESSOR shall make the LESSEE liable to the
LESSOR for rent and damages.
243 All insurance coverage that LESSEE is requiredto maintain shall continue in effect for so long
as LESSEE, or any of LESSEE's sublessees or tenants occupy the LEASED PREMISES
or any part of the LEASED PREMISES.
25.
Invalid Provisions
25.1 If any of the terms, sections, subsections, sentences, clauses, phrases, provisions,
covenants, conditions or any other portion of this LEASE are for any reason held to be
invalid, void or unenforceable, the remainder of the terms, sections, subsections,
sentences, clauses, phrases, provisions, covenants or conditions ofthis LEASE shall remain
in full force and effect and shall in no way be affected, impaired or invalidated.
26.
Miscellaneous Provisions
26.1 All remedies provided ii this LEASE shall be deemed cumilative and additional and not in lieu
of, or exclusive of, each other, or of any other remedy available to the LESSOR, or LESSEE,
at law or in equity, and the exercise ofany remedy, or the existence herein of other remedies
or indemnities shall not prevent the exercise of any other remedy.
26.2 Notwithstanding any other provision of this LEASE, LESSEE shall not be entitled to claim
or receive any compensation as a result of or arising out of any delay, hindrance, disruption,
force majeure, impact or interference, foreseen or unforeseen.
27.
General Provisions
27.1 This LEASE shall be performable and enforceable in the City of Arlington and County of
Tarrant, Texas, and shall be construed in accordance with the laws of the State of Texas.
27.2 This LEASE is made for the sole and exclusive benefit of the LESSOR, LESSEE, their
successors, assigns, heirs and the public.
273 Subject to the limitations upon asstriment heren contained, this LEASE shal be bixhg upon
andinure to the benefit ofthe parties hereto, their respective successors and assigns.
27.4 In the event of any ambi Wty in any of the terms of this LEASE, it shall not be construed for or
against any party hereto on the basis that such party did not author the same.
27.5 All covenants, stipulations and agreements inthis LEASE shall extendto and bind each party
hereto, its legal representatives, successors, assigns and heirs.
27.6 The tiles of the sectiom of this LEASE are inserted herein for convenience only and are not
intended and shall not be construedto affect in any manner the terms and provisions hereof or
the interpretation or construction thereof,
27.7 For purposes of this LEASE, including its intended operation and effect, the parties
specifically agree that:
(a) The LEASE only affects matters/disputes between the parties to this LEASE, and is in
no way intended by the parties to benefit or otherwise affect any third person or entity,
notwithstanding the fact that such third person or entities may be in a contractual
relationship with LESSOR or LESSEE or both; and
(b) The terms of this LEASE are not intended to release, either by contract or operation of law,
any third person or entity from obligations owing by them to either the LESSOR or
LESSEE.
28.
Inde pendent Co ntracto r
28.1 LESSEE covenants and agrees that i will perform the work hereunder as an independent
ccrtractor, and not as an of5cer, agent sere~ i or employee of LESSOR; that LESSEE shall
have excls ive control of and exci sive right to control the details of the work performed
hereunder, and all persons performing same, and shall be liable for the acts and ocnss ions
of is offers, ag�rvs, employees, contractors, subcontractors and corsst&nts; that the doctrine
of respondeat superior shall not apply as between LESSOR and LESSEE, its officers, agents,
employees, contractors, subcontractors and consultants; and nothing herein shall be construed
as creating a partnership or joint enterprise between LESSOR and LESSEE.
29.
Entire Agreement
29.1 This LEASE embodies the entire agreement ofthe parties hereto superseding all orator written
previous and contemporaneous agreements between the parties relating to matters herein;
and may not be changed, modified, discharged or extended exceptby written instt=nt duly
executed by the LESSOR and the LESSEE or as c#herwise provided herein.
IN WITNESS WHEREOF, the parties hereto have execirtedthis LEASE onthe day and year
written above.
(SIGNATURES APPEAR ON FOLLOWING PAGE)
ATTEST:
LV
A Q.(.r�,
L�Wr City Secretary
APPROVED ASTO FORM:
MOLLY SHORTA{rLL, City Attorney
BY
CI nOF A I GTON
9�2�
WICHMANN
Deity City Manager
CITY OF FORT WORTH
Dana surghGIOjl;'�
Dana Burghdoff (Jun 1 , 202417:27 CDT)
DANA BURGHDOFF
Assistant City Manager
City of Fort Worth Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting requirements.
Employee Name
Interim Assistant Director
Title
Approved as to form and legality:
aJ, .
Jessica J. Williams
Assistant City Attorney
Attest:
b Ax'
J'annette S. GoodaU
City Secretary
Form 1295: nla
M& C: 24-0491
Date: June 11, 2024
u
� O� FORT�aad
duo �9dd
PFo �1A
d* o
. 4
aacIln��oga4a
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
401 Ind Fk).)r
Exhibit A
Proposed LESSEE Space
2L00 UHf�F.� 1M1AY_!
1
ci. I 7
2FAT ARLINGTON
LIFE SHELTER !
HOUSING
w.j.
1 L
ZRA 700
zRt�4 Z
2900 u
GL ~
L40U
✓fir . �• I
* �24Q4 DEPARTIVE.YT OF FAMILY
s PROTECTIVE SERVICES f
2804 CITY OF FORT WOHIH 2DDO TEXAS PROTECTIVE TEXAS PROTECTIVE SERVICE
2713D CITY OF FORT WORTH
SERVICE
L
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 6/11/2024 REFERENCE NO.: **M&C 24-0491 LOG NAME:
CODE: C TYPE:
CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
Fbuftm
21401 W
SANFORD
NO
SUBJECT: (ALL) Authorize Execution of a Lease Agreement with the City of Arlington for
Space Located at 401 West Sanford, Suites 2700 and 2804, Arlington, Texas 76011 for
Continued Use by the Community Action Partners Program
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a lease agreement with the City of
Arlington for space located at 401 West Sanford, Suites 2700 and 2804, Arlington, Texas 76011 for
continued use by the Community Action Partners Program.
DISCUSSION:
The City of Arlington owns a facility located at 401 W. Sanford, Arlington, Texas 76011 (Facility)
where it leased space to the United Way of Tarrant County (United Way).
On March 16, 2018, the City of Fort Worth (City) executed a lease agreement with United Way for
use of their space within the Facility to operate the Neighborhood Services Department's Community
Action Partners (CAP) Program (City Secretary Contract No. 50771).
The City Secretary Contract No. 50771 has terminated and the Neighborhood Services Department
negotiated a new agreement with the City of Arlington for the use of suites 2700 and 2804, consisting
of 1,533 square feet, within the Facility to continue its CAP services.
CAP serves low income citizens in Tarrant County with case management, information and referral
services, client intake and assessment, emergency assistance (including the Comprehensive Energy
Assistance Program), and other social services. The program is grant funded by the Community
Services Block Grant (CSBG), the Comprehensive Energy Assistance Program (CEAP), and Tarrant
County. CAP serves both City of Fort Worth and Tarrant County residents. Requirements of the
CAP funding grant include a convenient location for the program, operation within the boundaries of
Tarrant County, and accessibility to recipients outside the City of Fort Worth.
The lease term is for five years, to commence effective June 1, 2024 and expire on May 31,
2029. The lease allows for a single, five-year renewal term.
The rent for the initial lease term includes a three percent annual escalation beginning in year three,
and for each year of the initial term thereafter. The rent amount for the renewal term will be
negotiated if the renewal option is exercised.
Base Rent for the Initial Lease Term:
Term
6/1 /2024 - 5/31 /2026
6/1 /2026 - 5/31 /2027
6/1 /2027 - 5/31 /2028
6/1 /2028 - 5/31 /2029
Monthly Base Rent
$1,470.40
$1,514.51
$1,559.95
$1,606.75
Funding is budgeted in the Grants Operating Other Fund for the Tarrant County CAP project for the
remainder of Fiscal Year 2024. In the event of future grant awards being decreased or eliminated,
Neighborhood Services will evaluate another funding source to continue with the lease agreement.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the Grants Operating Other Fund for the Tarrant County CAP project to
support the approval of the above recommendation and execution of the agreement. Prior to any
expenditure being incurred, the Neighborhood Services Department has the responsibility to validate
the availability of funds.
Fund I Department
Account Project
Program Activity
Budget
Reference #
Amount
ID
ID
Year
(Chartfield 2)
FROM
Fund Department
Account Project
Program Activity Budget
Reference # ' Amount
ID
ID
Year
(Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
Dana Burghdoff (8018)
Marilyn Marvin (7708)
Marilyn Schoening (7581)
Mark Brown (5197)
ATTACHMENTS
21401 W SANFORD funds availabilitv..pdf (CFW Internal)
21401 W SANFORD Updated FID.xlsx (CFW Internal)
401 W SANFORD LEASE WITH CITY OF ARLINGTON M&C MAP 5.2024.pdf (CFW Internal)