HomeMy WebLinkAboutContract 46148 CITY SECRETARY
CONTRACT NO.
ATM LEASE AGREEMENT
(Free Standing Walk-Up ATM)
Fort Worth City Hall
1000 Throckmorton Street
Fort Worth, Texas 76102
by and between
CITY OF FORT WORTH,
a home rule municipality
("Landlord")
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association
("Tenant")
Date of Lease: NOI/. 15 , 2014
OFFICIAL RECORD
CITY SECRkTARY
FT.WORTH,TX
RECEIVED Nov 12 ?P
ATM LEASE AGREEMENT
(Free Standing Walk-Up ATM)
Fort Worth City Hall
1000 Throckmorton Street
Fort Worth, Texas 76102
THIS ATM LEASE AGREEMENT ("Lease"), dated for reference purposes as of
W QV, 13 , 2014 (the "Commencement Date"), is entered into by and between CITY OF FORT
WORTH, a home rule municipality ("Landlord") and JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association ("Tenant"), who agree as follows:
1. PREMISES.
1.1 Landlord and Tenant acknowledge that Tenant currently occupies the Premises (as
defined in Section 1.2) pursuant to an ATM License Agreement dated June 12, 2006
between Landlord and Tenant, as amended by that First Amendment to ATM License
Agreement dated May 13, 2009 (the "Prior Lease"). The Prior Lease has expired and
Tenant has continued to operate in the Premises on a month to month basis. This Lease
shall replace and supersede in all respects the Prior Lease effective as of the
Commencement Date and Tenant's tenancy of the Premises shall remain continuous and
uninterrupted.
1.2 Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, for the term, upon the conditions set forth in this Lease, the premises consisting
of approximately sixteen (16) square feet of area (the "Area") together with all
improvements now or hereafter situated on the Area (the "Improvements"; the Areaand
the Improvements, collectively, the "Premises"), depicted on the drawing attached hereto
as Exhibit A, situated within the project known as Fort Worth City Hall (the "Project")
located at 1000 Throckmorton Street, in the City of Fort Worth, Tarrant County, State of
Texas.
1.3 Non-Exclusive Right to Use Common Areas. Tenant and its employees, contractors,
agents, customers and invitees shall have the non-exclusive right, along with others
designated from time to time by Landlord, to the free use of the "Common Areas"
(defined below) (including, but not limited to, the non-exclusive access into and parking in
the Project). Notwithstanding the foregoing, in the event of an emergency on the Project
during which Tenant and its employees, contractors, agents, customers and invitees
(collectively the "Tenant Parties") are in or around the Common Areas, Tenant Parties
agree to cooperate with appropriate Landlord personnel and/or emergency responders to
comply with emergency evacuation procedures as directed. The term "Common Areas"
means (a) the sidewalks, walkways, landscaped areas, parking areas, loading areas,
trash areas, common utilities and facilities and any other facilities or improvements
located on the Project, and (b) the curb cuts and private driveways or private streets
adjacent to the Project which provide access, ingress and egress for the Project and the
Premises to and from a public street or road access.
1.4 Intentionally omitted.
1.5 Armored Vehicle Contractors. Tenant's armored vehicle contractors who service the
ATMs on the Premises shall be permitted to park in the most secure location that is as
close to the Premises as reasonably possible, while such contractors are servicing the
ATMs.
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2. Intentionally omitted.
3. TERM.
3.1 Term. The initial term of this Lease (the "Initial Term") shall commence on the
Commencement Date, and shall extend for sixty(60) months.
3.2 Renewals. Landlord hereby grants to Tenant the right to renew the term of this Lease
for one (1) additional, separate, but immediately consecutive period of five (5) years (the
"Renewal Term"), subject to all of the same terms and conditions contained herein.
Tenant's options to renew shall be exercised by Tenant giving to Landlord notice in
writing of such exercise on or before the date that is four (4) months prior to the
expiration of the Initial Term. When used in this Lease, "Term" shall mean the Initial
Term and the Renewal Term as to which Tenant exercises its renewal option.
3.3 Cancellation. Landlord or Tenant shall have the right to terminate this Lease at any time
by providing the other party with at least thirty (30) days prior written notice (the
"Termination Notice"), specifying the effective date of the termination of this Lease.
Effective as of the effective date of the termination as stated in the Termination Notice,
this Lease shall terminate and neither party shall thereafter have any further rights or
obligations hereunder and this Lease shall be of no further force and effect.
4. RENT. Tenant shall not be responsible for the payment of rent or any other charges to Landlord
during the Term.
5. USE AND OPERATION OF THE PREMISES.
5.1 ATM Use. Subject only to any applicable governmental approvals, Tenant shall have the
right to use the Premises for the installation, operation, maintenance, repair, replacement
and/or removal of one or more free-standing "walk-up" automated teller machines (an
"ATM" or "ATMs") or other dispensing devices or machines as approved by Landlord,
which approval shall not be unreasonably withheld or delayed. Nothing contained herein
shall require that Tenant install the ATMs or open, or continuously operate its business in
the Premises.
5.2 Construction of Tenant's Improvements. Tenant shall have the right to construct any
Improvements necessary or appropriate, in Tenant's sole determination, for housing the
ATMs to be located on the Premises, generally in accordance with renderings delivered
to and approved by Landlord prior to execution of this Lease.
5.3 Equipment, Fixtures and Signs.
5.3.1 Cabling. Tenant shall provide, install, operate and maintain, at no expense to
Landlord, the computer, telephone, cabling/conduit, electrical and other lines
which serve the ATMs at the Premises, as well as any and all other facilities or
equipment which may be necessary or appropriate for the installation, operation
and maintenance of the ATMs. Tenant shall have the right to connect such lines
with any available underground conduits in the Project. Tenant shall have the
right to conduct directional boring and/or trench from the Premises to the
appropriate connection point or points of such cabling and other lines, in a
location to be approved by Landlord, and during the time of such work, Tenant
shall have the right to restrict access to certain portions of the Common Area for
purposes of permitting such work to occur.
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5.3.2 Right to Install Signs. Subject only to all applicable governmental laws, Tenant
shall have the right to install its standard corporate building signage and/or
branding package (including any surrounds or canopies) on the Premises, as
shown on Exhibit B, as well as any directional signage required in the immediate
vicinity within the Project. Landlord hereby approves the signage on Exhibit B.
The installation of any additional signage shall be subject to Landlord's approval,
which approval shall not be unreasonably withheld or delayed.
5.4 Exclusive ATM Right. On or after the date of execution of this Lease, Landlord shall not
enter into any agreements with, or otherwise allow, other parties to operate ATMs within
the Project. Landlord shall enforce such restriction and exclusive right of Tenant, and
cause all other tenants in the Project to comply with such restriction during the Term.
5.5 Electricity and Data Services. Landlord shall be responsible for the cost of all electricity
required in order to operate the Premises and the ATMs situated thereon. Tenant shall
be solely responsible for the cost of all data communications necessary for the operation
of any ATMs on the Premises.
6. MAINTENANCE.
6.1 Maintenance of Premises. Throughout the Term Tenant, at its sole expense, shall
maintain all portions of the Premises in good condition, ordinary wear and tear excepted,
except that Landlord shall maintain the paved areas of the Premises in conjunction with
its maintenance of the paved areas of the Project.
6.2 Maintenance of Common Areas. Landlord shall at all times operate and maintain the
Common Areas in accordance with the standards of projects of comparable size and
quality to the Project and in the vicinity of the Project.
6.3 Alterations and Additions. During the Term, Tenant shall have the right at any time to
make any alterations, additions or improvements to the Premises as Tenant deems
reasonable or appropriate with the prior written consent of Landlord, which consent shall
not be unreasonably withheld or delayed.
6.4 Landlord's Covenants. During the Term of this Lease, Landlord agrees as follows:
6.4.1 Access to and from a publicly dedicated road to the Premises shall be available
through the Common Areas during the Term, as the same may be extended.
6.4.2 The Project and the Premises will remain in full compliance with all state, federal
and local laws, ordinances and regulations (including all environmental laws and
regulations) (collectively"Laws")during the Term.
6.4.3 Landlord shall be responsible for all costs associated with the compliance of the
Project (excluding the Premises) with all Laws, including, without limitation, all
requirements of the Americans with Disabilities Act and state and local disabled
access laws (collectively, "ADA").
6.4.4 Landlord, in the performance of maintenance, repairs or other obligations of
Landlord, shall not adversely affect the visibility of Tenant's improvements or
Tenant's signs or the use of the Premises by Tenant, its employees, agents,
contractors, invitees and/or customers.
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7. HAZARDOUS MATERIALS.
7.1 Compliance With Laws. Each of Landlord and Tenant agree to comply with any and all
applicable "Environmental Regulations" relating to "Hazardous Materials" (as defined in
Article 7.4 below) at the Project or the Premises. If any Hazardous Materials are used or
released on, under, above or about the Premises and/or the Project by Landlord or
Tenant in violation of any Environmental Regulations, such party shall, at its sole cost
and expense, take all action necessary to remedy such violation.
7.2 Landlord's Indemnification of Tenant. To the extent permitted by law, Landlord shall
indemnify, defend and hold Tenant and its agents and contractors harmless from and
against any and all claims, demands, losses, liabilities, penalties and costs (including,
without limitation, costs incurred in all actions or proceedings, including without limitation
at all trial and appellate levels, whether or not suit is brought) arising directly or indirectly
from or out of, or in any way connected with the presence, leakage, escape, emanation,
migration or release of any Hazardous Materials on, under, above or about the Premises
and/or Project that were not caused by Tenant or its agents or contractors during the
Term. Notwithstanding the foregoing, nothing contained herein shall ever be construed
so as to require Landlord to create a sinking fund or to assess, levy and collect any tax to
fund its obigations under this Section 7.2.
7.3 Tenant's Indemnification of Landlord. To the extent permitted by law, Tenant shall
indemnify, defend and hold Landlord and its agents and contractors harmless from and
against any and all claims, demands, losses, liabilities, penalties and costs (including,
without limitation, costs actually incurred in all actions or proceedings, including without
limitation at all trial and appellate levels, whether or not suit is brought) arising directly or
indirectly from or out of, or in any way connected with the presence, leakage, escape,
emanation, migration or release of any Hazardous Materials on, under, above or within
the Premises that were directly caused by Tenant or its agents or contractors during the
Term.
7.4 Definitions. "Hazardous Materials" shall mean (i) any waste, material or substance
(whether in the form of a liquid, a solid, or a gas and whether or not airborne) which is
deemed to be a pollutant or a contaminant, or to be hazardous, toxic, ignitable, reactive,
infectious, explosive, corrosive, dangerous, harmful or injurious to public health or to the
environment, and which is now or becomes regulated in the future by or under the
authority of any applicable local, state or federal law, judgment, ordinance, order, rule,
regulation, code or other governmental restriction or requirement, any amendment or
successor thereto, replacement thereof or publication promulgated pursuant thereto
(collectively "Environmental Regulations", and individually, an "Environmental
Regulation"); (ii) petroleum; (iii) asbestos and asbestos containing materials; (iv) any
polychlorinated biphenyl or formaldehyde; and (v) any radioactive material. In addition to
the foregoing, the term "Environmental Regulations" shall be deemed to include, without
limitation, local, state and federal laws,judgments, ordinances, orders, rules, regulations,
codes and other governmental restrictions and requirements, any amendments and
successors thereto, replacements thereof and publications promulgated pursuant thereto,
which deal with or otherwise in any manner relate to, environmental matters of any kind.
7.5 If it is discovered that the Premises contains Hazardous Materials, the presence of which
predates this Lease or which arises as a result of Landlord's failure to comply with Article
7.1 hereof, Landlord, at its sole expense, shall take all action required, including
environmental cleanup of the Premises, to comply with the covenants herein or
applicable Laws and, in any event, shall take all action deemed necessary under all
applicable Environmental Regulations, in a manner that will not interfere with or impair
Tenant's use of the Premises or the installation of Tenant's improvements thereon.
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7.6 Survival. This Article 7 shall survive the expiration or termination of this Lease.
8. ASSIGNMENT AND SUBLETTING. Tenant may assign this Lease or sublet the whole or any
part of the Premises without the prior written consent of Landlord to any direct or indirect parent,
subsidiary or affiliate of Tenant, which shall include, without limitation, an assignment of Tenant's
interest under this Lease by operation of law, or as the consequence of a merger of Tenant (or
Tenant's parent entity) into or with another entity, or a dissolution of or change of control or
ownership of Tenant, or any financial institution which acquires Tenant. Otherwise, Tenant shall
not assign this Lease or sublease the Premises to any other third party without the prior written
consent of Landlord,which consent shall not be unreasonably withheld, conditioned or delayed.
9. INSURANCE.
9.1 Tenant's Insurance Obligations. Tenant shall during the Term maintain Commercial
General Liability Insurance against claims for bodily injury, personal injury and property
damage based upon, involving or arising out of Tenant's occupancy, use or maintenance
of the Premises and all areas appurtenant to the Premises, and Tenant's business
operations. Such insurance shall be on an occurrence basis providing coverage in an
amount not less than One Million Dollars ($1,000,000.00) for each occurrence and Two
Million Dollars($2,000,000.00)for all occurrences each year.
9.2 Landlord's General Liability Insurance. Landlord is a self-insured Texas governement
entity. Upon tenant's request, Landlord shall deliver to Tenant a letter of self-insurance.
9.3 Right to Self-Insure. Notwithstanding any other provision of this Lease, Tenant shall
have the right to assume in whole or in part, without insurance, any and all risks
otherwise required by this Lease to be insured against by Tenant so long as Tenant's net
worth is at least One Hundred Million Dollars($100,000,000.00).
9.4 Intentionally omitted.
9.5 Evidence of Insurance. Tenant shall provide Landlord on or before the Commencement
Date, and thereafter on or before the renewal date of Tenant's insurance, access to a
web-based certificate of insurance or other evidence of insurance (the"COI"), evidencing
coverages in force. Landlord shall accept the COI as Tenant's evidence of insurance.
10. LIABILITY AND INDEMNIFICATION.
10.1 Tenant's Indemnification of Landlord. To the extent permitted by law, Tenant shall
indemnify Landlord and its agents and contractors from and against any and all claims,
demands, liabilities, costs or expenses caused by the presence, operation or existence of
the ATMs on the Premises, except for such liability, expense or damage(a) arising out of
or in any way connected with the conditions in Article 10.2 below, and/or (b) caused by
the willful misconduct, criminal acts or negligence of Landlord.
10.2 Landlord's Indemnification of Tenant. To the extent permitted by law, Landlord shall
indemnify Tenant and its agents and contractors from and against any and all claims,
demands, liabilities, costs or expenses for loss or damages occurring on the Premises.
Notwithstanding the foregoing, nothing contained herein shall ever be construed so as to
require Landlord to create a sinking fund or to assess, levy and collect any tax to fund its
obigations under this Section 10.2.
10.3 No Consequential Damages. Notwithstanding anything to the contrary stated in this
Lease, in no event shall either Landlord or Tenant be liable to the other party for any
indirect, incidental, consequential, exemplary, punitive or special damages, including
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without limitation lost profits, loss of use and/or loss or diminution of value, even if that
party has been advised of the possibility of those damages.
10.4 This Article 10 shall survive the expiration or termination of this Lease.
11. DAMAGE OR CONDEMNATION. If any portion of the Project is damaged or destroyed by fire or
other casualty, or if any portion of the Project is taken for any public or quasi-public use under any
statute or by right of eminent domain or by any private purchase by any public authority in lieu
thereof, and if any such event materially interferes, in Tenant's sole determination, with Tenant's
business conducted at the Premises, Tenant shall have the right to terminate this Lease by
providing written notice to Landlord. Upon such termination, neither party shall have any further
rights or obligations unless specifically stated otherwise herein, and this Lease shall be of no
further force and effect. Tenant shall be entitled to that portion of any condemnation award or
payment in lieu thereof representing payment for improvements constructed on the Premises by
Tenant, trade fixtures, moving expenses, business interruption or loss of profits.
12. DEFAULTS BY TENANT; REMEDIES.
12.1 Defaults by Tenant. Tenant shall be deemed to be in material default and breach of this
Lease if Tenant shall default in the performance of any of the terms, conditions or
covenants contained in this Lease to be observed or performed by it and does not
remedy such default within thirty (30) days after its receipt of written notice thereof, or, if
not capable of being cured within such thirty (30) days does not within such thirty (30)
days commence such act or acts as shall be necessary to begin to remedy the default
and shall not thereafter diligently prosecute such act or acts until completion.
12.2 Remedies. If Tenant is in material breach of this Lease beyond any applicable cure
periods, Landlord shall have all remedies available at law or in equity, except as
otherwise expressly stated in this Lease.
12.3 Waiver of Landlord Lien. Landlord hereby waives any lien it has against Tenant or
Tenant's property in the Premises, except for any judgment lien that may hereafter arise
in favor of Landlord. Due to federal prohibitions on the disclosure of confidential
information of Tenant's customers which may be stored on the ATMs, Landlord agrees
that under no circumstances shall Landlord be entitled to a lien on, or to take control or
possession of the ATMs or Tenant's other property and Landlord hereby waives any liens
or other rights in connection therewith.
13. SURRENDER OF PREMISES. Tenant shall within thirty (30) days after the expiration or earlier
termination of this Lease, remove from the Premises the ATMs, all bank equipment and any
personal property installed in or on the improvements placed on the Premises. Any damage
caused to the Premises by virtue of such removal shall be repaired at the sole cost and expense
of Tenant. In no event shall Tenant be responsible for the removal of any concrete pad, or other
installations or improvements, upon or within which the ATMs were erected. Tenant, or an affiliate
or subsidiary of Tenant, shall be the sole owner or lessee of the ATMs located at the Premises,
and shall be in sole control of the nature and scope of the operation of such ATMs. The ATMs
shall not be construed as fixtures, but instead are the personal property of Tenant or its affiliate or
subsidiary. Landlord acknowledges that the ATMs may contain data about Tenant's customers
that is subject to federal confidentiality requirements, and Landlord agrees that it shall under no
circumstances have the right to take control or possession of the ATMs or otherwise access any
data stored on the ATMs. In the event Tenant does not remove the ATM from the Premises in
the thirty (30) day period referenced above, Landlord shall not be responsible to Tenant for any
damage to the ATM.
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14. HOLDOVER. If Tenant remains in possession of the Premises after the expiration of the Term,
except pursuant to Article 13 such possession by Tenant shall be deemed to be a
month-to-month tenancy, terminable on thirty (30) days' notice given at any time by either party.
In no event shall Tenant be liable for any consequential and/or indirect damages suffered by
Landlord by reason of Tenant's holdover. All other provisions of this Lease except those
pertaining to the Term shall apply to this month-to-month holdover tenancy.
15. NOTICE. Except as otherwise provided herein, any notice to be given hereunder by either party
to the other shall be in writing and shall be deemed to be delivered upon the earlier of (i) when
actually received at the office of the respective party, i.e., whether by delivery or mail, or (ii) on
the first business day after it has been deposited with a nationally recognized overnight mail
courier service, or (iii) three (3) business days after it has been deposited in the United States
mail, postage fully prepaid, registered or certified mail, addressed to the intended recipient at the
primary addresses stated below (or, if a change of address has been designated by the
immediately succeeding sentence, then to the primary address specified in such notice).
Landlord's Address and Tax ID Number for Payments and Notice.
City of Fort Worth
1000 Throckmorton Street
Fort Worth, TX 76102
Attn: Treasury
with a copy to:
City of Fort Worth
1000 Throckmorton Street
Fort Worth, TX 76102
Attn: City Attorney
Landlord's Federal Tax ID Number: 756000528
Tenant's Address for Notice.
JPMorgan Chase Lease Administration
1111 Polaris Parkway
Mail Code OH1-0241
Columbus, Ohio 43240
Attn: Lease Administration Manager
with a copy to:
JPMorgan Chase Bank, N.A.
201 North Walnut Street, Floor 09
Wilmington, Delaware 19801-2920
Attn: Hugh Bleemer
and a copy to:
JPMorgan Chase Real Estate Legal Department
7301 Carmel Executive Park
Suite 100
Charlotte, North Carolina 28226
Attn: Lisa McGinley
16. MISCELLANEOUS.
16.1 Interpretation of Lease: Venue. This Lease shall be construed and interpreted in
accordance with the laws and decisions of the State of Texas. Venue for any action
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regarding this Lease shall be in applicable courts for the County in which the Premises is
located.
16.2 Counterparts. This Lease may be executed in any number of counterparts with the same
force and effect as if all signatures were appended to one document, each of which shall
be deemed an original.
16.3 Invalidity. If any term or provision of this Lease or application thereof is held invalid or
unenforceable as to any party, the balance of this Lease shall not be affected thereby,
and each remaining term and provision of this Lease shall be valid and shall be enforced
to the fullest extent permitted by law.
16.4 Non-Waiver. Any waiver or breach of the covenants herein contained to be kept and
performed by either party hereto shall not be deemed or considered as a continuing
waiver and shall not operate to bar or prevent the other party hereto from declaring a
forfeiture, termination or cancellation for any succeeding breach, either of the same
condition or covenant or otherwise.
16.5 Quiet Enjoyment. Upon observing and performing all of the covenants, conditions and
provisions on Tenant's part to be observed and performed hereunder, Tenant shall have
quiet possession of the Premises for the Term.
16.6 Non-Disturbance Agreement. If applicable, prior to the Commencement Date (and at any
time during the Term of this Lease at the request of Tenant), Landlord shall use good
faith efforts to deliver to Tenant a commercially reasonable agreement (a "Non-
Disturbance Agreement'), signed and acknowledged by any ground lessor of the Project
or the holder of any mortgage or deed of trust which may be a lien on the Project, by
which such ground lessor or lien holder shall agree not to disturb Tenant's possession of
the Premises pursuant to this Lease as long as Tenant is not in default hereunder.
Tenant shall have the right to record any such Non-Disturbance Agreement in the public
records of the County in which the Project is situated.
16.7 Brokers. Landlord represents and warrants to Tenant, and Tenant represents and
warrants to Landlord that neither party has incurred any liability, contingent or otherwise,
for brokerage or finder's fee or agent's commissions or other like payments in connection
with this Lease, or the transactions contemplated hereby.
16.8 Intentionally omitted.
16.9 Successor and Assigns. Subject to the provisions of Article 8, all covenants and
obligations contained herein shall bind, extend and inure to the benefit of the successors
and permitted assigns of each of Landlord and Tenant.
16.10 Anti-Corruption. Landlord and Tenant each respectively agree that (i) it does not support
bribery and corruption, and (ii) it will comply with laws regarding bribery and corruption
as such laws may apply to the conduct of its business.
16.11 OFAC. Landlord and Tenant each represents and warrants to the other that neither it nor
any of its affiliates or representatives (i) is listed on the Specially Designated Nationals
and Blocked Persons List maintained by the Office of Foreign Assets Control,
Department of the Treasury ("OFAC") pursuant to Executive Order number 13224, 66
Federal Register 49079 (September 25, 2001) (the "Order"); (ii) is listed on any other list
of terrorists or terrorist organizations maintained pursuant to the Order, the rules and
regulations of the OFAC or any other applicable requirements contained in any enabling
legislation or other executive orders in respect of the Order (the Order and such other
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rules, regulations, legislation or orders are collectively called the "Orders"); (iii) is
engaged in activities prohibited in the Orders; or (iv) has been convicted, pleaded nolo
contendere, indicted, arraigned or detained on charges involving money laundering or
predicate crimes to money laundering.
16.12 Service Suspension. Landlord shall use its best efforts to provide Tenant as much prior
notice as practicable, if Landlord is required or elects, for any reason deemed necessary
by Landlord, to suspend the service of electricity or other power to the Common Areas or
to the Premises.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, this Lease has been executed by the parties hereto as of the later of the dates
accompanying a signature by Landlord and Tenant below.
LANDLORD: CITY OF FORT WORTH,
a home rule municipality
By: .--
Name
Title:
Date of Landlord's Signature: IV ov. 13 2014
TENANT: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association
By:
Name:
Title: /
Date of Tenant's Signature: ` _, 2014
APPROVED TO MW LNGRUTY:
maleshia S. Facmes
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Ronald P. Gonzales,Asst.City Secretary
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