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HomeMy WebLinkAboutContract 32736-A5 CITY SECRETA'R'Y _ CONTRACT NO. FIFTH AMENDMENT TO LEASE AGREEMENT THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made effective as of the�kday of IV-�r C), 2015 (the "Effective Date"), by and between the CITY OF FORT WORTH, a municipal corporation of the State of Texas (the "City" or "Landlord"), and MCIMETRO ACCESS TRANSMISSION SERVICES LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services ("Tenant"). WITNESSETH: WHEREAS, Fort Worth Telco Center Limited ("Original Landlord"), successor in interest to Landlord, and Tenant entered into that certain Standard Equipment Site Lease Agreement dated April 13, 2000 (the "Original Lease"), as amended by: (i) that certain Commencement Date Agreement and Amendment to the Lease executed November 20, 2000 between Original Landlord and Tenant (the "First Amendment"); (ii) that certain Amendment Number Two to Lease Agreement executed November 29, 2000 between Original Landlord and Tenant (the "Second Amendment"); (iii) that certain Amendment to Lease Agreement executed December 1, 2005 between Landlord and Tenant (the "Third Amendment'); and (iv) that certain Fourth Amendment to Lease Agreement dated effective June 1, 2010 between Landlord and Tenant (the "Fourth Amendment'; with the Original Lease, First Amendment, Second Amendment, Third Amendment and Fourth Amendment collectively referred to herein as the "Lease"), for the lease of certain premises consisting of approximately 8,343 square feet of rentable area (the"Premises") in the building commonly known as the Zipper Building located at 1111 Monroe Street, Fort Worth,Texas(the"Building"), as more particularly described in the Lease; WHEREAS, the term of the Lease is scheduled to expire on October 31, 2015; and WHEREAS, Landlord and Tenant now desire to, among other things, amend the Lease to extend the term of the Lease and to modify certain other terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing and mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Landlord and Tenant agree as follows: 1. Recitals; Defined Terms. The above recitals are true and correct and are hereby incorporated by reference into this Amendment as if set forth in full. Unless specifically defined herein, capitalized terms used in this Amendment shall have the same meaning as set forth in the Lease. 2. Extension of Term. Tenant hereby exercises its second of three options to renew the Lease for a period of five (5) years, commencing on November 1, 2015 and expiring at 11:59 p.m. on October 31, 2020 (the "Second Renewal Term"), as granted under Section 42 of the Lease. m3. Base Rental. During the Second Renewal Term, Base Rental for the Premises shall be in rn the amount of $11.47 per square foot per annum for an annual rental of Ninety Five Thousand Six c Hundred and Ninety Four and 21/100 Dollars ($95,694.21), payable in equal monthly installments of m Seven Thousand Nine Hundred Seventy Four and 52/100 Dollars ($7,974.52). 0 3- a 4. Base Year. During the Second Renewal Term, for purposes of calculating Tenant's zv Proportionate Share of increases in Operating Expenses and Tax Payments, the "Base Year" means calendar year 2016. 0 6r. OFFICIAL RECORD 1 CITY SECRETARY FT. WORTH,TX 5. Renewal Option. (a) The parties acknowledge and agree that Tenant has one (1) remaining option to further renew the term of the Lease for one (1) period of five (5) years (the "Third Renewal Term"), under all of the terms, conditions, provisions and covenants of the Lease and for all of the Premises, except that (i) the Base Rental will be equal to 95% of the Fair Market Value Rent (as defined and determined in Section 42 of the Lease, as amended by Section 6 of the Fourth Amendment), and (ii) the Base Year for the Third Renewal Term will be calendar year 2021. (b) The third and fourth sentence in the first paragraph of Section 42 of the Lease are hereby deleted and the following is inserted in lieu thereof: "At least six (6) months prior to the beginning of a Renewal Term, Tenant shall notify Landlord of Tenant's intent to renew and Tenant's estimation of Fair Market Value Rent. Within 60 days of Landlord's receipt of such notification, Landlord shall notify Tenant of its estimation of Fair Market Value Rent." 6. Notices. The parties address for notice is hereby modified to read as follows: If to Landlord: City of Fort Worth 1000 Throckmorton St. Fort Worth,TX 76102 Attn: Bette Chapman with a copy to: City of Fort Worth 1000 Throckmorton St. Fort Worth,TX 76102 Attn: Leann Guzman If to Tenant: Verizon Global Real Estate Attn: Lease Administration 7701 E.Telecom Parkway Mail Code: FLTDSBIW Temple Terrace,FL 33637 GLC#: FTRNTX Landlord agrees to reference Verizon Property ID GLC#: FTRNTX on all future invoices, notices, correspondence and other communications concerning the Lease. 7. Quiet Lnioyment. Subject to the terms of the Lease, Tenant shall have peaceful and quiet enjoyment of the Premises at all times during the Lease term. 8. Brokers. Landlord and Tenant each represent and warrant to the other party that the only broker it has dealt with in connection with this Amendment is CBRE Group, Inc. ("Broker"). Landlord and Tenant each acknowledge that (i) Broker represents Tenant, and (ii) Broker is not receiving a commission from the Landlord in connection with this Amendment. Tenant agrees to defend, indemnify and hold Landlord harmless from and against all claims by any broker (including Broker) for fees, commissions or other compensation to the extent such broker claims by, through or under Tenant. Landlord agrees to defend, indemnify and hold Tenant harmless from and against all claims by any broker (excluding Broker) for fees, commissions or other compensation to the extent such broker claims by, 2 through or under Landlord. The provisions of this paragraph shall survive the expiration or sooner termination of the Lease (as amended hereby). 9. OFAC. Tenant and Landlord each represent and warrant to each other that neither party nor any affiliate or representative of such party (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset 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 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. 10. No Third-Party Consent. Landlord represents and warrants to Tenant that this Amendment does not require the approval of (i) any lender holding a lien on the Premises, (ii) a Master Landlord, or(iii)any third party. 11. No Waiver. Tenant hereby expressly acknowledges and agrees that Landlord's execution of this Amendment: (i) does not constitute a waiver of any of Landlord's claims, rights and remedies under the Lease or at law with respect to Tenant's obligations under the Lease; and (ii) is not intended to bar any current or subsequent enforcement of any of Landlord's claims, rights or remedies. Landlord hereby expressly acknowledges and agrees that Tenant's execution of this Amendment: (i) does not constitute a waiver of any of Tenant's claims, rights and remedies under the Lease or at law with respect to Landlord's obligations under the Lease; and (ii) is not intended to bar any current or subsequent enforcement of any of Tenant's claims, rights or remedies. 12. Authority of Parties. Tenant certifies to Landlord that it is authorized to enter into this Amendment, and that those persons signing below on its behalf are authorized to do so. Landlord certifies to Tenant that it is authorized to enter into this Amendment, and that those persons signing below on its behalf are authorized to do so. Tenant and Landlord hereby reaffirm the Lease as modified in this Amendment, and confirm their respective correct legal names as provided herein. 13. Governing Law; Severability. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas. In the event any term, covenant or condition of the Lease or this Amendment shall to any extent be invalid or unenforceable, the remainder shall not be affected thereby and each term, covenant or condition shall be valid and enforceable to the full extent permitted by law. 14. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 15. Successors and Assigns. This Amendment shall apply to, inure to the benefit of, and be binding upon the parties hereto and upon their respective heirs, legal representatives, successors and permitted assigns, except as otherwise provided herein. 16. Entire Agreement. The Lease, as modified by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter hereof, and contains all of the covenants and agreements of the parties with respect thereto. The parties each acknowledge that no representations, inducements, promises, or agreements,oral or written,have been made by the parties,or anyone acting on behalf of the parties, which are not contained herein, and any prior agreements, promises, negotiations or 3 representations not expressly set forth in this Amendment are of no effect. This Amendment may not be altered, changed or amended except by an instrument in writing signed by the parties hereto. To the extent of any inconsistency between the Lease and this Amendment, the terms of this Amendment control. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as amended by this Amendment. [Signature page follows] 4 IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment effective on the Effective Date. LANDLORD: CITY OF FORT WORTH By:_ ��� L--1-515L 1 Joatfddt !►uthorizatioa Name: 5±OL_ 1 5 Date: —3 24ZIS ATTEST: APPROVED AS TO FORM AND LEGALITY: Fo®RTS , 1 ao�Q ty §ecre ar L1,7F- 8Z Assistant City Attorne 0 o p o�Qoo�000000 oQd' TENANT: rEX AS MCIMETRO ACCESS TRANSMISSION SERVICES LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services By: el Name: J71!"es Title:-b1etcltne, &4 T O*,c }CC 1 01U 1"6-T Date: *a 11 IFj OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 5 STATE OF 1V&A7-&se4 § COUNTY OF `SO�Nerser § DtJ BEFORE ME, the undersigned authority, a Notary Public in and for the State of T•emas, on this day personally appearedQ7jkj71)usjagh 4-J �;ec-tU/ for MCImetro Access Transmission Services LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same on behalf of MCImetro Access Transmission Services LLC, a Delaware limited liability company, d/b/a Verizon Access Transmission Services for the purposes and consideration therein expressed. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this AQ day of 2015. Notary Public, State of LUCIA M. DIANA ID#2413413 STATE OF TEXAS § NOTARY PUBUC OF NEW JERSEY *Commission Expires 10/13/2016 COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared for the City of Fort Worth, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same on behalf of the City of Fort Worth for the purposes and consideration therein expressed. INT STIMONY WHEREOF, I have hereunto set my hand and official seal this k day of 2015. *a; ,�� TRIKINYA L.JOHNS ON _: .�, Notary Public,state of Texas My Commission Expires Notary Publi Stat of T s •.H�.�� April 17, 2018 OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX 6 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORTNVORT111 COUNCIL ACTION: Approved on 2/3/2015 DATE: 2/3/2015 REFERENCE **L-15756 LOG NAME: 17VERIZIONAMENDNO5 NO.. CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Lease Renewal with MClmetro Access Transmission Services, LLC d/b/a Verizon Access Transmission Services, for Space in the Zipper Building, 275 West 13th Street, Fort Worth, Texas to Extend the Term and Establish the Rent (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize a lease renewal to extend the lease with MClmetro Access Transmission Services, LLC d/b/a Verizon Access Transmission Services (Verizon), for approximately 7,363 square feet of tenant space and approximately 980 square feet of common area in the Zipper Building at 275 West 13th Street, Fort Worth, Texas for an annual rent of$11.47 per square foot for a five-year term starting November 1, 2015 through October 31, 2020. DISCUSSION: On April 13, 2000, Verizon entered into a 10-year lease with three five-year options to renew with Fort Worth TeICo Center Limited for first floor office space in the Zipper Building, 275 West 13th Street (a/k/a 1111 Monroe Street), Fort Worth, Texas. The City purchased the Zipper Building on May 10, 2005, (M&C L-14052) and the lease with Verizon Access Transmission Services (successor to Fort Worth TeICo) was assigned to the City. On May 18, 2010, the City Council approved the first extension and an amendment to the lease to reduce the space to approximately 7,363 square feet of tenant space and approximately 980 square feet of common area for a five-year term, which will expire on October 31, 2015 (M&C L- 14979). The tenant has notified Staff of its intention to exercise the second of three options to renew the lease for a period of five years commencing on November 1, 2015 and expiring on October 31, 2020. During the second renewal term, base rental, defined as 95 percent of Fair Market Value Rent as determined by an appraisal as required by the original lease, shall be $11.47 per square foot per annum for an annual rental of$95,694.21 payable in monthly installments of$7,974.52. The tenant will also pay its share of common area expenses based on the 2016 expenses pursuant to the process in the original lease for determining the additional expenses. Staff recommends execution of the renewal. This property is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that the Housing and Economic Development Department is responsible for the collection and deposit of funds due to the City. Upon receipt, these funds will be deposited into the General Debt Service Fund, Construction Contracts account, which has year-to-date receipts of$18,068.10. This account does not have revenue budgeted in Fiscal Year 2015. httn://annS.cfwnet.org/eeunciI nncket/mc revlPw nCn7TF)=?0711 k,t-nnnt-;Iclnta=7/1001 M&C Review Page 2 of 2 TO Fund/AccountlCenters FROM Fund/Account/Centers GD06 441200 0132000 $0.00 Submitted for City Manager's Office by: David Cooke (6116) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Cynthia Garcia (8187) Bette Chapman (6125) ATTACHMENTS 275 W 13th St.pdf httn-//anns_cfwnet nru/rrnmcil market/mc reV1eW ACn7TT�=J(17��.Qirrnmri��ata=7/Z/7(11 S 2/�2/gni c