HomeMy WebLinkAboutContract 44982 CITY SECRETARY
CONTRACT NO.
FORT WORTH UNIMPROVED GROUND LEASE AGREEMENT FOR A PORTION OF
THE CHUCK SILCOX ANIMAL CONTROL AND CARE CENTER
This UNIMPROVED GROUND LEASE AGREEMENT FOR A PORTION OF THE
CHUCK SILCOX ANIMAL CONTROL AND CARE CENTER ("Lease") is made and entered
into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation
organized under the laws of the State of Texas and acting by and through Charles W. Daniels, its
duly authorized Assistant City Manager, and COMMUNITY FOUNDATION PROJECT HENRY,
LLC ("Lessee"), a Texas Limited Liability Company and wholly-owned subsidiary of
COMMUNITY FOUNDATION OF NORTH TEXAS, INC., a Texas Nonprofit Corporation acting
by and through Phillip W. McCrury,its Chairman.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee the unimproved ground space (the "Lease Premises") the
location and boundary of which is attached and incorporated herein for all purposes. Lessor shall
provide Lessee full access to the Lease Premises during the term of Lease, as defined herein.
2. TERM OF LEASE.
The Term of this Lease shall commence on the date of its execution ("Effective Date") and
expire in eighteen (18) months after the Effective Date, or seven (7) days after Lessor's receipt of
notice from Lessee, of Lessee's abandonment of the Lease Premises.
3. RENT.
Lessee shall pay to Lessor the sum of$100.00 as rental for the full term of the Lease, on or
before the effective date, and prior to Lessee's entry onto the Lease Premises.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations,
improvements and other construction work on the Lease Premises. Any modifications,
renovations, improvements or other construction.work on the Le se Premises shall be
OFFICIAL RECORD
CITY SECRETARY
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referred to hereafter as "Discretionary Improvements", and shall be performed by an
independent contractor engaged by and paid exclusively by Lessee ("Lessee's Contractor").
Lessee may not initiate any Discretionary Improvement on or to the Lease Premises unless it
first submits all plans, specifications and estimates for the costs of the proposed work in
writing and also requests and receives in writing approval from the Lessor, or its designated
representative ("Lessor's Representative"), which Lessor herein designates as the Director
of the Code Compliance Department or his designee.
Upon start of construction of any Discretionary Improvement on or to the Lease Premises
by Lessee pursuant to plans approved by Lessor pursuant to Section 4.2, Lessee shall
substantially complete the Discretionary Improvements in accordance with the plan
specifications within one year. For the purposes of this Section, "start of construction" shall
mean the date stated in a Notice to Proceed (or other similar document) issued by Lessee to
its Contractor, and "substantial completion" shall mean that point in time when the
Discretionary Improvements are completed to such extent as the City of Fort Worth could
issue a Certificate of Occupancy and a final punch-list is developed by Lessee and its
Contractor. Lessee covenants and agrees that it shall fully comply with all provisions of this
Section 4 in the performance of any such Discretionary Improvements. Upon completion of
any such Discretionary Improvements or earlier termination of this Lease, Lessor shall take
full title to any Discretionary Improvements on the Lease Premises and Lessee shall convey
such interest as a Gift Deed , in such form as attached hereto as Exhibit"A" or in such form
as the Parties mutually agree.
4.2. Process for Approval of Plans.
Lessee's plans for construction and improvements shall conform to the architectural
standards established by Lessor's Representative and must also receive written approval
from any other departments as shall be required under ordinance. All plans, specifications
and work shall conform to all federal, state and local laws, ordinances, rules and regulations
in force at the time that the plans are presented for review. City of Fort Worth shall inspect
all work pursuant to normal construction inspection procedures.
4.3. Documents.
Lessee shall supply Lessor's Representative with comprehensive sets of
documentation relative to any Discretionary Improvements, including, at a minimum, as-
built drawings of each project. As-built drawings shall be new drawings or redline changes
to drawings previously provided to the Director. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
4.4. Bonds Required of Lessee's Contractors.
Prior to the commencement of any modification, renovation, improvement or new
construction, Lessee's respective contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Insurance Code, Chapter
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3503, as amended, to cover the costs of all work performed under such contractor's contract
for such modifications, renovations, improvements or new construction. Lessee shall
provide Lessor with copies of such bonds prior to the commencement of such
modifications, renovations, improvements or new construction. The bonds shall guarantee
(i) the faithful performance and completion of all construction work in accordance with the
final plans and specifications as approved by Lessor and (ii) full payment for all wages for
labor and services and of all bills for materials, supplies and equipment used in the
performance of the construction contract. Such bonds shall name to both Lessor and Lessee
as dual obligees.
4.6 Filing of Payment Bond.
Lessee shall endorse its written approval upon the Payment Bond provided by
Lessee's Contractor and then record the Payment Bond with a copy of the Contract between
Lessee and its Contractor with the County Clerk of Tarrant County, Texas, on within which
the Lease Premises are located. The filing and recording shall be in accordance with
Section 53.203 of the TEXAS PROPERTY CODE such that any person or entity acquiring an
interest in the Lease Premises will be entitled to rely upon the record of the Payment Bond
as constituting payment of all claims and liens for labor, subcontracts, materials or specially
fabricated materials incurred by the Contractor ("Lien Claimants") as if each such Lien
Claimant had filed of record, a complete release and relinquishment of lien, in accordance
with Section 53.204 of the TEXAS PROPERTY CODE.
4.7 Letter of Credit Required.
Prior to commencement of any construction work or site work related to any
Discretionary Improvements, Lessee shall provide Lessor with a Letter of Credit in favor of
Lessor in the full amount of the estimated cost of all such Discretionary Improvements. The
Letter of Credit must be issued by a financial institution in the corporate limits of the City of
Fort Worth or as otherwise acceptable to Lessor and in a form acceptable to Lessor. This
Letter of Credit shall serve a security to Lessor for the faithful performance by Lessee of all
its obligations under any construction contracts for the Discretionary Improvements and for
completion of the Discretionary Improvements in accordance with the plans and
specifications approved by Lessor pursuant to Section 4.2. The Letter of Credit shall
provide that Lessor may draw down an amount necessary to complete the Discretionary
Improvements by presenting the issuer with (i) a written statement, signed by Lessor's City
Manager, that states that Lessee has failed to complete the Discretionary Improvements in
accordance with the Lease and that Lessee has been notified of such failure and has failed to
cure such failure pursuant to and in accordance with the Lease and (ii) a copy of the Letter
of Credit. Lessee shall keep in effect and maintain this Letter of Credit at the amount
specified herein at all times until Lessor has accepted and taken title to the Discretionary
Improvements pursuant to Section 4.1. The Letter of Credit shall provide that it shall expire
18 months after issuance and that the issuer shall not cancel the Letter of Credit without the
written consent of the Lessor, except that Lessor shall notify the issuer of the Letter of
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Credit when Lessee's obligations have been fulfilled as described herein and that Lessor
authorizes cancellation of the Letter of Credit.
4.8. Indemnification.
LESSEE FURTHER AGREES TO DEFEND AND INDEMNIFY LESSOR
FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE LEASEHOLD
ESTATE WHICH LESSOR POSSESSES PURSUANT TO THIS LEASE, ARISING
OUT OF THE PERFORMANCE OF CONSTRUCTION OF DISCRETIONARY
IMPROVEMENTS BYLESSEE'S CONTRACTOR ON THE LEASE PREMISES.
5. USE OF LEASE PREMISES.
Lessee hereby agrees to use the Lease Premises strictly in accordance with the terms and
conditions of this Lease, solely for purposes related to animal care and control, or for the
construction of Discretionary Improvements related to animal care and control.
6. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of
all utilities services to all portions of the Lease Premises and for all other related utilities expenses,
including, but not limited to, deposits and expenses required for the installation of meters. Lessee
further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair
of any and all utilities serving the Lease Premises. In addition, Lessee agrees that all utilities, air
conditioning and heating equipment and other electrically-operated equipment which may be used
on the Lease Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building
and Fire Codes ("Codes"), as they exist or may hereafter be amended.
7. MAINTENANCE AND REPAIRS.
7.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Lease Premises in a good, clean and sanitary
condition at all times. Lessee covenants and agrees that it will not make or suffer any waste
of the Lease Premises. Lessee, at Lessee's sole cost and expense, will make all repairs
necessary to prevent the deterioration in condition or value of the Lease Premises and any
improvements thereon, including, but not limited to, doors, windows and roofs for such
improvements, and all fixtures, equipment, modifications and pavement on the Lease
Premises. Lessee shall be responsible for all damages caused by Lessee, its agents,
servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to
fully repair or otherwise cure all such damages at Lessee's sole cost and expense.
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Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be on the Lease
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee.
Lessor shall not be liable for any damage to such property or loss suffered by Lessee's
business or business operations which may be caused by the bursting, overflowing or
leaking of sewer or steam pipes, from water from any source whatsoever, or from any
heating fixtures,plumbing fixtures, electric wires, noise, gas or odors, or from causes of any
other matter.
7.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Lease Premises
in full compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the
Leased Premises shall comply with all ADA requirements.
7.3. Inspections.
7.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Lease Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee's ordinary business
hours and shall use its best efforts to provide Lessee at least two (2) hours' notice
prior to any inspection.
7.3.2. If Lessor determines during an inspection of the Lease Premises that Lessee
is responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion,
perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will
reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement
will be due on the date of Lessee's next monthly rent payment following completion
of the maintenance or repairs.
7.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties under federal state or local laws, rules or regulations.
7.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Lease Premises and Lessee will comply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to bring the Lease
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Premises into compliance with the City of Fort Worth Fire Code and Building Code
provisions regarding fire safety, as such provisions exist or may hereafter be
amended. Lessee shall maintain in proper condition accessible fire extinguishers of
a number and type approved by the Fire Marshal or his or her authorized agents for
the particular hazard involved.
7.4. Environmental Remediation.
To the best of Lessor's knowledge, the Lease Premises comply with all applicable
federal, state and local environmental regulations or standards. Lessee agrees that it has
inspected the Lease Premises and is fully advised of its own rights without reliance upon
any representation made by Lessor concerning the environmental condition of the Lease
Premises. LESSEE,AT ITS SOLE COST AND EXPENSE,AGREES THAT IT SHALL
BE FULLY RESPONSIBLE FOR THE REMEDIATION OF OR ANY VIOLATION
OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL
REGULATIONS OR STANDARDS THAT IS CAUSED BYLESSEE, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR
INVITEES.
8. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
8.1. Lessor reserves the right to take any action it considers necessary to prevent Lessee
from erecting or permitting to be erected any building or other structure which, in the
opinion of Lessor, would limit the usefulness of the Lease Premises or diminish the
capability of use of adjacent improvements owned by Lessor.
8.2. Lessor reserves the right to develop and improve adjacent property and
improvements owned and operated by Lessor.
8.3. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Lessor for the installation, maintenance,
inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer,
communication or other utility companies. Lessee's rights shall additionally be subject to all
rights granted by any ordinance or statute which allows utility companies to use publicly-
owned property for the provision of utility services.
9. INSURANCE.
9.1. Lessee shall require Lessee's Contractor to procure, and maintain at all times, in full
force and effect, the following policies of insurance: (i) statutory worker's compensation
insurance for all of Contractor's employees and all workmen on the Lease Premises
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performing construction of Discretionary Improvements, (ii) commercial general liability
insurance, (iii) business automobile insurance, and (iv) builder's risk insurance. The
commercial general liability insurance policy and the automobile liability insurance policy
shall be primary to all other insurance maintained by Lessee or Lessor and shall be non-
contributory; shall contain an endorsement listing the Lessor and Lessee as additional
insured (endorsement CG 20 10 10 01 and CG 20 37 10 01) such that coverage is provided
to the additional insured parties for completed operations; and shall be written for not less
than the limits of liability as follows:
(i) Commercial General Liability:
$2,000,000 each occurrence;
$3,000,000 general aggregate per project;
$3,000,000 product/completed operations aggregate; and
$2,000,000 personal and advertising injury.
(ii) Business Automobile Liability:
$1,000,000 combined single limit.
The commercial general liability policy shall contain a contractual liability endorsement and
a products completed operations endorsement. The insurance policies shall not include any of the
following endorsements excluding or limiting coverage: (i) contractual liability limitation,
CG 2139; (ii) amendment of insured contract definition, CG 24 26; (iii) exclusion — explosion,
collapse and underground property damage hazard, CG 21 42 or CG 21 43; (iv) limitation of
coverage to designated premises or project, CG 21 44 07 98; (v) exclusion — damage to work
performed by subcontractors on your behalf, CG 22 94 or CG 22 95; (vi) any type of construction
defect completed operations exclusion; and/or (vii) any type of punitive, exemplary, or multiplied
damages exclusion.
The worker's compensation policy shall contain a waiver of subrogation endorsement in
favor of Lessor and Lessee.
9.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. If any such policy shall expire before the term of this Lease, Lessee shall
furnish to Lessor a renewal certificate of insurance not less than thirty(30) days prior to the
expiration of any such insurance policy required hereunder.
9.4. Additional Requirements.
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All insurance companies providing coverage pursuant to the requirements of this
Lease Agreement shall have a minimum Best's Rating of A- and a Financial Size Category
listing of no lower than VII, both as provided by A.M. Best Company, Inc. Upon request by
Lessor, Lessee shall deliver a copy of all such policies of insurance required in this Lease
Agreement.
10. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent, representative or employee of
Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on
the Lease Premises and shall be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee
acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and
Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor
and Lessee.
11. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS
USE OF OR OPERATIONS ON THE LEASE PREMISES OR WITH THE MAINTENANCE,
USE, OR OCCUPANCY, OF THE LEASE PREMISES OR ANY IMPROVEMENTS
THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
DURING THE TERM OF THE LEASE, LESSEE COVENANTS AND AGREES TO,
AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE USE, MAINTENANCE, OR OCCUPANCY OF THE LEASE
PREMISES OR ANY CONSTRUCTION IMPROVEMENTS THEREON, EXCEPT TO THE
EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LESSOR,ITS OFFICERS AGENTS, SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND A GREES TO PA Y LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO THE LEASE PREMISES OR ANY
IMPROVEMENTS THEREON, WHICH ARISE OUT OF OR IN CONNECTION WITH ANY
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AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE
EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LESSOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
12. DEFAULT AND TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have
the right to terminate this Lease as follows;
12.1. Failure by Lessee to Pay Rent,Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall
have the right to terminate this Lease immediately.
12.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or default.
Lessee shall have thirty (30) calendar days following such written notice to cure, adjust or
correct the problem to the standard existing prior to the breach. If Lessee fails to cure the
breach or default within such time period, Lessor shall have the right to terminate this Lease
immediately.
12.3. Abandonment or Non-Use of the Lease Premises.
Lessee's abandonment or non-use of the Lease Premises for any reason for more
than thirty (30) consecutive calendar days shall constitute grounds for immediate
termination of this Lease by Lessor.
12.4. Discontinuation or Failure to Complete Construction of Discretionary
Improvements.
If Lessee ceases construction of the Discretionary Improvements for more than thirty
(30) consecutive calendar days, Lessor shall deliver written notice to Lessee specifying the
nature of such breach or default. Lessee shall have ten (10) calendar days following such
written notice to resume construction. If Lessee fails to resume construction within such
time period, Lessor shall have the right to terminate this Lease immediately.
If Lessee fails to substantially complete construction of the Discretionary
Improvements in accordance with the approved plans and specifications within twelve
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months of the start of construction, lessee shall be in default of the Lease, absent a mutually
agreed-upon written waiver of this time requirement for substantial completion.
In the event of a default or termination under this Section 12.4, in addition to
Lessee's financial obligations to Lessor upon termination as provided in Section 12.5,
Lessee shall have the right, pursuant to Section 12.7, to receive the Escrow Funds to pay the
reasonable costs of completion of the Discretionary Improvements in accordance with the
approved plans and specifications.
Lessor reserves all other rights and remedies available to it whether expressly stated
or not.
12.5. Lessee's Financial Obligations to Lessor upon Termination, Breach or Default.,
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 12.1, 12.2, 12.3, or 12.4 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder
of the term then in effect as well as all arrearages of rentals, fees and charges payable
hereunder. In no event shall a reentry onto or reletting of the Lease Premises by Lessor be
construed as an election by Lessor to forfeit any of its rights under this Lease.
12.6. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, title to all improvements on the Lease
Premises, including the Mandatory Improvements and any Discretionary Improvements,
and all fixtures and other items attached to any structure on the Lease Premises shall pass to
Lessor. In addition, all rights, powers and privileges granted to Lessee hereunder shall
cease and Lessee shall vacate the Lease Premises. Within twenty (20) days following the
effective date of termination or expiration, Lessee shall remove from the Lease Premises all
trade fixtures, tools, machinery, equipment, materials and supplies placed on the Lease
Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to
take full possession of the Lease Premises, by force if necessary, and to remove any and all
parties and property remaining on any part of the Lease Premises. Lessee agrees that it will
assert no claim of any kind against Lessor, its agents, servants, employees or
representatives, which may stem from Lessor's termination of this Lease or any act incident
to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted
hereunder.
13. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively
determined to have been delivered when (i) hand-delivered to the other party, its agents,
employees, servants or representatives, or (ii) deposited in the United States Mail, postage
prepaid, addressed as follows:
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To LESSOR:
City of Fort Worth
Code Compliance Department
Attn: Shannon Elder
818 Missouri Ave.
Fort Worth, TX 76104
To LESSEE:
Community Foundation Project Henry, LLC
c/o Community Foundation of North Texas, Inc.
Attn: Nancy Jones, President
306 West 7 t Street, Suite 850
Fort Worth, Texas 76102
14. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract,
which may create or be the foundation for any lien upon the property or interest in the property of
Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall
liquidate and discharge the same within ninety (90) days of such creation or filing. Lessee's failure
to discharge any such purported lien shall constitute a breach of this Lease and Lessor may
terminate this Lease upon thirty(3 0) days' written notice. However, Lessee's financial obligation to
Lessor to liquidate and discharge such lien shall continue in effect following termination of this
Lease and until such a time as the lien is discharged.
15. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes, or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Lease Premises or any
improvements or property placed on the Lease Premises by Lessee as a result of its occupancy.
16. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Lease
Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Lease
Premises and Lessee immediately shall remove from the Lease Premises any person engaging in
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such unlawful activities. Unlawful use of the Lease Premises by Lessee itself shall constitute an
immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the Lease Premises. If Lessor notifies Lessee
or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any
violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist from and
correct the violation.
17. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Lease Premises on the
basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status.
Lessee further agrees for itself, its personal representatives, successors in interest and assigns that
no person shall be excluded from the provision of any services on or in the construction of any
improvements or alterations to the Lease Premises on grounds of race, color, national origin,
religion,handicap, sex, sexual orientation or familial status.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and
hold Lessor harmless.
18. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
19. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease
or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon
appropriate performance or to assert any such right on any future occasion.
20. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Lease Premises, venue for such action shall
lie in state courts located in Tarrant County, Texas or the United States District Court for the
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Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with
the laws of the State of Texas.
21. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or
the enforcement of performance or observances of any covenant, obligation or agreement, Lessor
and Lessee agree that each party shall be responsible for its own attorneys' fees.
22. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
23. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations
as set forth in this Lease, but shall not be held liable for any delay in or omission of performance
due to force majeure or other causes beyond their reasonable control, including, but not limited to,
compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires,
strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation
problems and/or any other cause beyond the reasonable control of Lessor or Lessee.
24. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
25. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns
and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or
written agreement is hereby declared null and void to the extent in conflict with any provisions of
this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing
by both parties and approved by the City Council of Lessor.
[Signature Pages Follow]
FORT WORTH UNIMPROVED GROUND LEASE AGREEMENT
FOR A PORTION OF THE CHUCK SILCOX ANIMAL CONTROL AND CARE CENTER PAGE 13of 15
IN WITNESS WHER EOF,OF,the parties hereto have executed this Lease in multiples, this
day of ,2013.
LESSOR:
CITY OF FORT WORTH:
By:
Ch les W. Daniels
Assistant City Manager
Date: /O, b 7 12013
APPROVED AS TO FORM AND LEGALITY:
By:
Arthur N. Bashor
Assistant City Attorney
ATTEST: 47d ��h
°9Q�y
By. of
Mary J. Kayser o d
0 �cAd
City Secretary � �°a -00 Ay
00000000 4;f
M&C: ow
Approved: 01113 LC R ML wr'C`O' RD
�0 w'90�� s
FORT WORTH UNIMPROVED GROUND LEASE AGREEMENT
FOR A PORTION OF THE CHUCK SILCOX ANIMAL CONTROL AND CARE CENTER PAGE 14of 15
COMMUNITY FOUNDATION PROJECT HENRY,LLC,
a wholly-owned subsidiary of
COMMUNITY FOUNDATION OF NORTH TEXAS, INC.:
By:
htllip ccCrury, Manage
Date: oz[ ` ' 2013
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Phillip W. McCrury, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
Community Foundation Project Henry, LLC, a wholly-owned subsidiary of Community
Foundation of North Texas, Inc., and that he executed the same as the act of Community
Foundation Project Henry, LLC as its Manager, for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this/ 4 day of�,2013.
�aY_pue, KAREN L.SHAW
sa; i Notary Public o ry Public in and for the State of Texas
•a e STATE OF TEXAS
My Cwiw.Erp July 20,2014
gym"•.
FORT WORTH UNIMPROVED GROUND LEASE AGREEMENT
FOR A PORTION OF THE CHUCK SILCOX ANIMAL CONTROL AND CARE CENTER PAGE 15of 15
Page I of 2 CITY SECRETARY
GEED NO
Electronically.Recorded. Warrant County
Official Public Records 8/8/20143-101 PM D214171329
WITHOU-F AWA2ANT f o.00
Mary Louise Garcia Submitter: XEROXCOMMERCIAL
SOLUTIONS
THE STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF TARRANT §
THAT, the Community Foundation Project Henry, LLC ("Grantor"), a wholly-owned
subsidiary of Community Foundation of North Texas, Inc., a Texas Nonprofit Corporation, does
hereby GIVE, GRANT AND CONVEY unto the City of Fort Worth, a home-rule municipal
corporation under the Constitution and laws of the State of Texas ("Grantee"), the newly
constructed improvements located at Medical Treatment Ward at the Chuck Silcox Animal Care
and Control Center, including the building structures, walls, foundation, roof and all medical,
electrical and plumbing systems that are a part thereof, together with all rights and appurtenances
appertaining thereto,if any (herein collectively called the"Improvements"),
Expect as specified in the Lease executed between Grantor and Grantee,this Gift Deed is
executed by Grantor and accepted by Grantee subject to all liens, claims, restrictions, covenants,
and any other matter of whatsoever nature, if any, affecting the Improvements, but only to the
extent to which the same are validly existing(herein collectively called the"Encumbrances").
TO HAVE AND TO HOLD the Improvements together with all and singular the rights
and appurtenances thereto in anywise belonging unto the Guarantee, the successors and assigns
forever, subject to the Encumbrances set forth above. Except as specified in the Lease, this Gift
Deed is made ON AN AS-IS BASIS, WITHOUT ANY WARRANTY OF ANY HIND,
EXPRESSED, IMPLIED, STATUTORY, ARISING BY OPERATION OF LAW OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE,
CONDITIONS, HABITABILITY, MERCHANTABILITY, - OR FITNESS FOR A
PARTICULAR PURPOSE,
WITNESS THE EXECUTION HEREOF as of the 25"'day of July, 2014.
GRANTOR:
COMMUNITY FOUNDATION PROJECT
HENRY, LLC, a wholly-owned subsidiary of
;By- TY FOUNDATION OF NORTH
DEED TRANSACTION AUTHORIZED
�A W. cCrury
er
GIFT DEED WITHOUT WARRANTY
THE STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF TARRANT §
THAT, the Community Foundation Project Henry, LLC ("Grantor"), a wholly-owned
subsidiary of Community Foundation of North Texas, Inc., a Texas Nonprofit Corporation, does
hereby GIVE, GRANT AND CONVEY unto the City of Fort Worth, a home-rule municipal
corporation under the Constitution and laws of the State of Texas ("Grantee"), the newly
constructed improvements located at Medical Treatment Ward at the Chuck Silcox Animal Care
and Control Center, including the building structures, walls, foundation, roof and all medical,
electrical and plumbing systems that are a part thereof, together with all rights and appurtenances
appertaining thereto, if any (herein collectively called the "Improvements").
Expect as specified in the Lease executed between Grantor and Grantee, this Gift Deed is
executed by Grantor and accepted by Grantee subject to all liens, claims, restrictions, covenants,
and any other matter of whatsoever nature, if any, affecting the Improvements, but only to the
extent to which the same are validly existing (herein collectively called the "Encumbrances").
TO HAVE AND TO HOLD the Improvements together with all and singular the rights
and appurtenances thereto in anywise belonging unto the Guarantee, the successors and assigns
forever, subject to the Encumbrances set forth above. Except as specified in the Lease, this Gift
Deed is made ON AN AS-IS BASIS, WITHOUT ANY WARRANTY OF ANY HIND,
EXPRESSED, IMPLIED, STATUTORY, ARISING BY OPERATION OF LAW OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE,
CONDITIONS, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE.
WITNESS THE EXECUTION HEREOF as of the 25th day of July, 2014.
GRANTOR:
COMMUNITY FOUNDATION PROJECT
HENRY, LLC, a wholly-owned subsidiary of
C UNITY FOUNDATION OF NORTH
TEXAS,
tt .
By:
tKi7p W. cCrury
anager
1
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the 25th day of July, 2014, by Phillip W.
McCrory of the Community Foundation Project Henry, LLC, a wholly-owned subsidiary of
Community Foundation of North Texas, Inc., a Texas Nonprofit Corporation, on behalf of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 25th day of July, 2014.
KAREN L.SHAW
NotarY Public
OF TEXAS
STATE
°°:• +�`-' a JWy�.2018 ary Pub ' , State of exas
�rE of My Comm xP
Elxchange: Authorized Users Only Page 1 of 1
a
Document Receipt Informati®n
Reference Number: Animal Care Center gift Deed - Deed
Instrument Number:ID214171329
No of Pages: 12
Recorded Date: 8/8/2014 3:01:02 PM
County: (Tarrant
Volume:
Page: I
Recording Fee: 1$20.00
https://www.erxchange.com/UINiewReceipt.aspx?DocumentId=8836695 8/8/2014
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDAoR1
COUNCIL ACTION: Approved on 912412013
DATE: 9/24/2013 REFERENCE G-18020 LOG 23MEDICALTREATMENTWARD-
NO.: NAME: LEASE AND CONSTR
CODE: G TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of a Ground Lease Agreement with The Community Foundation
Project Henry, LLC, Allowing for Real Property Improvements and Acceptance of a Gift
Deed Conveying to the City of Fort Worth all Interest in any Real Property Improvements,
Fixtures and Equipment at the Chuck Silcox Animal Care and Control Center (COUNCIL
DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a Ground Lease Agreement with Community Foundation Project Henry,
LLC, for a portion of the City's real property at the Chuck Silcox Animal Care and Control
Center. The ground lease will include a provision allowing Community Foundation Project Henry,
LLC, to construct improvements to the animal shelter property; and
2. Authorize the acceptance of a gift deed granting to the City of Fort Worth all interest in any
improvements made by Community Foundation Project Henry, LLC, to the property as well as any
associated fixtures and equipment.
DISCUSSION:
In May 2013, a Memorandum of Understanding (MOU) was executed between the City of Fort Worth
and the Community Foundation Project Henry, LLC (CFPH), a wholly owned subsidiary of the
Community Foundation of North Texas, Inc., outlining a process for fundraising and the construction
of the medical treatment ward at the Fort Worth animal shelter. This project has been named Project
Henry and CFPH has graciously offered their services pro-bono. In addition, CFPH has enlisted Pat
Cornell, CEO of Railhead Properties, as construction manager. Mr. Cornell and his architect have
agreed to provide their services pro-bono.
A number of generous residents and foundations from Fort Worth have stepped forward to offer the
funds necessary to design and construct the animal medical ward. To date, approximately the
amount of$775,000.00 has been raised by CFPH for this project and it is projected that all of the
funds to construct and equip the medical treatment ward will be in place by October 1, 2013. Some
of the donors to Project Henry include: The Amon G. Carter Foundation, Marlene and Jim Beckman,
Jean Walker- donor advisor to the Community Foundation and Nick Martin - donor advisor to the
Community and Walsh Foundations. Early on, Michael Bennett of Bennett Benner Pettit Architects
provided an initial plan for the medical treatment ward pro-bono. The final plan from Mr. Cornell and
his architect calls for 3,600 square feet of added space that includes a clinic and space for
approximately 58 additional kennels for both dogs and cats.
The City and CFPH will enter into a Lease Agreement with a provision allowing for the construction of
improvements to the animal shelter property as authorized by this Mayor and Council
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=l 8885&councildate=9/24/2013 10/7/2013
M&C Review Page 2 of 2
Communication. Upon completion, CFPH will execute a gift deed and convey to the City of Fort
Worth all interest in the real property improvements, fixtures and equipment. The term of the ground
lease is 18 months and the rent is $100 for the term.
The property is located in COUNCIL DISTRICT 5, Lake Arlington Business Park Addition, Block 2 Lot
1, Mapsco 93E, and benefits ALL COUNCIL DISTRICTS.
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: Charles Daniels (6183)
Originating Department Head: Brandon Bennett (6322)
Additional Information Contact: Shannon Elder (6326)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc review.asp?ID=18885&councildate=9/24/2013 10/7/2013
FORT WORTH
Community Foundation Project Henry, LLC
c/o Community Foundation of North Texas
Attn: Nancy Jones, President
306 West 7t Street, Suite 1045
Fort Worth, Texas 76102
Frost Bank
Attn: Letter of Credit Department
100 West Houston Street
San Antonio, TX 78205
To Whom It May Concern:
The City of Fort Worth,having accepted title to the real property improvements known as the
Animal Medical Treatment Ward—Project Henry by gift deed pursuant to City Secretary
Contract No. 44982, does hereby consent to the cancellation of Letter of Credit 27214-S
established by Frost Bank.
CITY OF FORT WORTH
Ckarle. W. Daniels
Assistant City Manager
Dated: Da, 25. /'-
APPROVED AS TO FORM AND LEGALITY: 7C :NDED Y
z4zt, /// .Arthur N. Bashor B mf ieo n Be
Assistant City Attorney Code Compliance Director
i
cc: Mary J. Kayser, City Secretary
CITY OF FORT WORTH
The City of Fort Worth * 1000 Throckmorton Street*Fort Worth,Texas ftft I V E D JUL 31 2014
f
Post Office Box 1600
San Antonio, Texas 78296-1600
January 3, 2014
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: James Mauldin, City Treasurer
Dear Mr. Mauldin:
I
At the request of Community Foundation Project Henry, LLC, we have established in your favor j
the enclosed Irrevocable Standby Letter of Credit No. 27214-5, in the amount of
U.S.$731,554.00.
Please examine this instrument carefully. If you are unable to comply with the terms and
conditions, please communicate with the applicant to arrange for an amendment.
If we can be of further assistance, please do not hesitate to call us at (210) 220-4874.
i
Sincerely,
.� i
osalinda M. Soriano
Asst, Vice President
RMS/smd
Enclosure
I
;
cc: Community Foundation Project Henry, LLC
306 W 7" St., Ste. 1045
Fort Worth, Texas 76102
Attn: Phillip McCrury
f
I
Frost Bank is a subsidiary of Cullen/Frost Bankers,Inc.NYSE Symbol CFR,a Texas financial services company offering banking,investments and insurance.
IA k Frost
Post Office Box 1600
San Antonio,Texas 78296-1600
Page two, which forms an integral part of Frost Bank Letter of Credit No. 27214-5
2. This Letter of Credit sets forth in full the terms of our undertaking and such undertaking shall not in
any way be modified, amended or amplified by reference to any document, instrument or agreement
referred to herein or to which this Letter of Credit relates, and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement, it being understood that any
reference to any such document, instrument or agreement is for informational purposes only.
3. Except as expressly stated herein, this undertaking is not subject to any agreement, condition or
qualification. The obligation of Frost Bank under this Letter of Credit is the individual obligation of Frost
Bank, and is in no way contingent upon reimbursement with respect thereto.
4. This Letter of Credit cannot be cancelled without your written consent. Therefore, if, prior to the
expiration date or any automatically extended expiration date, the Applicant's obligation to you has been
fulfilled and you agree to the cancellation of this Letter of Credit, your signed letter authorizing the
cancellation, together with the original Letter of Credit and all original amendments (if any), should be
returned to Frost Bank at the address listed below.
We hereby engage with you that documents drawn under and in compliance with the terms of this
Irrevocable Standby Letter of Credit will be duly honored if presented for payment to Frost Bank,
Attention: Letter of Credit Department T-Street, 100 West Houston Street, San Antonio, Texas 78205, on
or before 4:00 p.m. Central Time on the expiration date of this credit.
This Letter of Credit is subject to the International Standby Practices 1998, International Chamber of
Commerce Publication No. 590 ("ISP98"), in effect on the date this Letter of Credit is issued, and as to
matters not addressed by ISP98 is subject to and governed by Texas State Law and applicable U.S.
Federal Law.
If you require any sistance r have any questions regarding this transaction,please call 210-220-5510.
Jo ack, .r. ' e President salinda M. Soriano, Asst. Vice President
s
Frost Bank is a subsidiary of Cullen/Frost Bankers,Inc.NYSE Symbol:CFR,a Texas financial services company offering banking,investments and insurance.
i