HomeMy WebLinkAboutContract 37285 CITY SFORaETAFjV
1
LEASE AGREEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
This lease agreement (Lease) is made and entered into this, the 7`h day of May, 2008, the
effective date hereof, at Fart Worth, Texas by and between the City of Fort Worth, a municipal
corporation, acting by and through its duly authorized representative, Assistant City Manager,
Dale Fisseler, (Lessor) and H. Ayuntamiento de Toluca a Mexican municipality acting by and
through its duly authorized representative Juan Rodolfo Sanchez G6mez, Mayor of Toluca
City,State of Mexico(Lessee).
SECTION 1. LEASED PREMISES AND COMMON AREA.
A. For and in consideration of the rental payments to be paid under this Lease, Lessor leases
to Lessee and Lessee leases from Lessor the following described property on a full
service basis:
Approximately 170 rentable square feet of office space(the"Leased Premises") in
the "Building" located at 808 Throckmorton Street, Fort Worth, Tarrant
County, Texas 76102, a more particular description of which is attached as
"Exhibit A."
The Leased Premises as described above together with any and all structures,
improvements, fixtures and appurtenances thereon, thereunder or over, shall be referred
to as the"Leased Premises".
B. The Leased Premises shall be [eased to Lessee unfurnished.
C. Lessee agrees that the Leased Premises location may change during the term of the
Lease.
SECTION 2. MASTER LEASE FOR OFFICE SPACE
Lessee understands that Lessor is subleasing the Leased Premises to Lessee and that Lessor is
leasing the Leased Premises from Ft. Worth Plaza, Limited Partnership under a Master Lease
{"Master Lease") and Lessee agrees that this Lease is subject and subordinate to such Master
Lease.
SECTION 3. USE OF PREMISES.
A. The Leased Premises shall be used primarily for administrative offices of the Lessee for
acts and services relating to the promotion of international trade between Fort Worth,
Texas USA based companies and Toluca City, State of Mexico, Mexico bas
companies.
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FY, :''` '+c�,iii , City of Fort Worth Lease Page F
B. The Leased Premises may not be used for any illegal activity, or any activity of a
hazardous or high-risk nature that would endanger property or human safety. Lessee will
take measures to guard against any condition at the Leased Premises of an illegal nature,
or of a hazardous or high-risk nature that would endanger property or human safety.
SECTION 4. TERM AND RENT.
A. This lease shall be for a period of 12 months commencing on May 7, 2008 and
terminating May 6,2009, unless a prior termination is effected by either Lessor or Lessee
under the termination provisions of this Lease, with a cost of$0.00
B. In consideration for Lessor- leasing the Leased Premises to Lessee, Lessee shall
1. provide written report performance results of the areas listed in SECTION 3A
every quarter to Lessor. Such reporting must include at a minimum the data
outlining specific transactions Lessee has facilitated as outlined in Exhibit B; and
2. staff the Leased Premises with a full time employee that must be present in the
Leased Premises for a minimum of 20 hours per week between the hours of 5:00
AM and 5:00 PM; and
3. be responsible for obtaining and for the payment of all expenses relating to
operating an office including all telephone and Internet charges.
C. Lessor at its sole discretion shall have the right to renew this Lease. The terms for such
renewal shall be at the sole discretion of Lessor and must be in writing.
SECTION S. SIGNAGE
At Lessee's expense, Lessor steal I provide appropriate signage identifying the Leased Premises.
SECTION 6. MAINTENANCE AND REPAIR OF LEASED PREMISES.
Lessee shall keep the Leased Premises, including all fixtures installed by Lessee, in good and
tenantable condition. In addition, Lessee shall pay the cost of repair and replacement due to
damage or injury done to the Building (other than the Leased Premises) or any part thereof by
Lessee or Lessee's agents, employees, contractors, licensees or invitees. Such amount shall be
paid by Lessee to Lessor upon demand, plus interest thereon, as provided in this Lease, from
demand until payment. Upon termination of this Lease, Lessee will surrender and deliver up the
Leased Premises to Lessor in the same condition in which they existed at the commencement of
the Lease, excepting only ordinary wear and tear and damage arising from any cause required
hereunder to be repaired at Lessor's expense
SECTION 7. ALTERATIONS; INSPECTIONS..
A. Lessee shall not make any alterations, additions, or improvements to the Leased Premises
without the prior written consent of Lessor.
B. Lessor and Ft. Worth Plaza, Limited Partnership under the Master Lease shall have the
right to enter upon the Leased Premises for the purpose of inspecting same, or of making
repairs or additions to the Leased Premises, or of making repairs, alterations,or additions
to adjacent premises, or of showing the Leased Premises to prospective purchasers, '
lessors or lenders.
City of Fort Worth Lease Page 2
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SECTION 8.INSURANCE
A. Commercial General Liability Insurance. Lessee shall at all times during the term
hereof, maintain a Commercial General Liability Policy of insurance with limits not less
than $1,000,000 per occurrence, combined single limit for bodily injury or death and
property damage, $2,000,000 aggregate. Said policy shall have the City of Fort 'Worth
as an additional insured. Lessee shall furnish to Lessor a certificate of insurance
verifying such coverage with a confirmation that such policy shall not be subject to
cancellation except upon thirty (30) days prior written notice to Lessor. Lessor may, at
its option, also require Lessee to submit a copy of the policy or policies in effect as well
as proof of payment of premiums.
B. Insurance for Contents. Lessee shall be responsible for maintaining any policy of
insurance, which will insure against loss of property owned by Lessee, which is located
on the Leased Premises. Said insurance shall waive any right of subrogation in favor of
Lessor.
C. Liquor Liability and Host Liability. If Lessee desires alcoholic beverages to be sold,
given or served in the Leased Premises, Lessee must request and obtain prior written
approval from Lessor. Lessor at its sole discretion shall accept or deny such requests. If
Lessor approves such requests, Lessee shall at all times during the term hereof maintain
Liquor Liability coverage and Host Liability coverage with limits not less than
$1,000,000 per occurrence, combined single limit for bodily injury or death and
property damage, $2,000,000 aggregate.
D. Prior to Lessee moving into the Leased Premises, Lessor must provide Lessee with
evidence of coverage required by this Lease. Such evidence shall be in the form of
Certificates of Insurance issued by the insurance carrier. Throughout the term, Lessor
must provide Lessee with renewal certificates prior to the expiration date shown on the
previous Certificate of Insurance on file with Lessor. Certificates of Insurance must
specify the additional insured status mentioned above as well as the Waivers of
Subrogation. Each Certificate of Insurance must state that Lessor will be notified in
writing thirty(30)days prior to cancellation, material change, or renewal of insurance.
SECTION 9.INDEMNITY: WAIVER OF LIABILITY
A. LESSEE AGREES TO INDEMNIFY, DEFEND AND SAVE HARMLESS
LESSORAND ITS EMPLOYEES (COLLECTIVELY "INDEMNITEES") FROM
AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS,
COSTS (INCLUDING COURT COSTS, ATTORNEYS' FEES, AND COSTS OF
INVESTIGATION) OF ANY NATURE, MINI) OR DESCRIPTION OF ANY
PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF,
CAUSED BY; OR RESULTING FROM (IN WHOLE OR IN PART): (i) THE USE
AND OCCUPATION OF THE LEASED PREMISES, (ii) ANY ACT OR
OCCURRENCE ON THE LEASED PREMISES, OR ANY PART THEREOF, (iii)
5 ; IN &b. ASE OR THE PERFORMANCE BY LESSEE OF ITS OBLIGATIONS '
fir.
N' PART OF LESSEE
OR (iv) ANY ACT OR OMISSION DN THE ER
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OR ANY INVITEE, LICENSEE, EMPLOYEE, DIRECTOR, OFFICER,
SERVANT, CONTRACTOR, SUBCONTRACTOR OR LESSEE OF LESSEE
OCCURRING ON, IN, OR ABOUT THE LEASED PREMISES OR THE
BUILDING (THE ABOVE HEREINAFTER COLLECTIVELY REFERRED TO
AS ,CLAIMS-,), EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARISE
FROM OR ARE ATTRIBUTED TO THE CONCURRENT NEGLIGENCE, SOLE
NEGLIGENCE AND/OR STRICT LIABILITY OF ANY OF THE
INDEMNITEES. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT
BY OR AGAINST ANY INDEMNITEE IN CONNECTION WITH ANY SUCH
LIABILITY OR CLAIMS, LESSEE, ON NOTICE FROM LESSOR, SHALL
DEFEND SUCH ACTION OR PROCEEDING, AT LESSEE'S EXPENSE, BY OR
THROUGH ATTORNEYS REASONABLY SATISFACTORY TO LESSOR. THE
PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES
OF LESSEE WITH RESPECT TO THE LEASED PREMISES OR BUILDING,
WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT
DATE OF THE TERM AND BEFORE OR AFTER THE EXPIRATION OR
TERMINATION OF THIS LEASE. LESSEE'S OBLIGATIONS UNDER THIS
PARAGRAPH SHALL NOT BE LIMITED TO THE LIMITS OR COVERAGE
OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY
LESSEE UNDER THIS LEASE.
B. NO INDEMNITEE SHALL BE LIABLE IN ANY MANNER TO LESSEE OR ANY
OTHER PARTY FOR ANY INJURY TO OR DEATH OF PERSONS OR FOR
ANY LOSS OF OR DAMAGE TO PROPERTY OF LESSEE, ITS EMPLOYEES,
AGENTS, CUSTOMERS, INVITEES, OR TO OTHERS, REGARDLESS OF
WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF THE
BUILDING. OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY,
THEFT, OR ANY OTHER CAUSE OF WHATSOEVER NATURE. IN NO
EVENT SHALL ANY INDEMNITEE BE LIABLE IN ANY MANNER TO
LESSEE OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR
OMISSIONS OF LESSEE, ITS AGENTS, EMPLOYEES, CONTRACTORS OR
ANY OTHER LESSEE OF THE BUILDING. ALL PERSONAL PROPERTY
UPON THE LEASED PREMISES SHALL BE AT THE RISK OF LESSEE ONLY
AND NO INDEMNITEES SHALL BE LIABLE FOR ANY DAMAGE THERETO
OR THEFT THEREOF,EXCEPT TO THE EXTENT THAT SUCH DAMAGE OR
THEFT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY
INDEMNITEE.
SECTION 10: DEFAULTS AND REMEDIES
A. Lessee Defaults. Each of the following acts or omissions of Lessee or occurrences shall
constitute an "Event of Default:"
(1) Failure or refusal by Lessee to timely report performance as outlined in Section 1
4S.
OL City of Fort Worth Lease Page 4
+ "'
(2) Failure to perform or observe any other covenant or condition of this Lease by
Lessee to be performed or observed prior to the expiration of a period of ten (10)
days following written.notice to Lessee of such failure.
(3) Abandonment or vacating of the Leased Premises or any significant portion
thereof for a period in excess of ninety(90)days.
(4) The filing or execution or occurrence of: A petition in bankruptcy or other
insolvency proceeding by or against Lessee; or petition or answer seeking relief
under any provision of the Bankruptcy Act; or an assignment for the benefit of
creditors or composition; or a petition or other proceeding by or against the
Lessee for the appointment of a trustee, receiver or liquidator of Lessee or any of
Lessee's property; or a proceeding by any governmental authority for the
dissolution or liquidation of Lessee.
B. This Lease and the Term and estate hereby granted and the demise hereby made are
subject to the limitation that if and whenever any Event of Default shall occur, Lessor
may, at its option, in addition to all other rights and remedies given hereunder or by law
or equity,do any one or more of the following:
(1) Terminate this Lease, in which event Lessee shall immediately surrender
possession of the Leased Premises to Lessor.
(2) Enter upon and take possession of the Leased Premises and expel or remove
Lessee and any other occupant therefrom, with or without having terminated the
Lease.
(3) Alter locks and other security devices at the Leased Premises.
C. No such alteration of security devices and no removal or other exercise of dominion by
Lessor over the property of Lessee or others at the Leased Premises shall be deemed
unauthorized or constitute a conversion, Lessee hereby consenting, after any Event of
Default,to the aforesaid exercise of dominion over Lessee's property within the Building.
All claims for damages by reason of such re-entry and/or repossession and/or alteration
of locks or other security devices are hereby waived, as are all claims for damages by
reason of any distress warrant, forcible detainer proceedings, sequestration proceedings
or other legal process. Lessee agrees that any re-entry by Lessor may be pursuant to
judgment obtained in forcible detainer proceedings or other legal proceedings or without
the necessity for any legal proceedings, as Lessor may elect, and Lessor shall not be
liable in trespass or otherwise.
D. In the event Lessor elects to terminate the Lease by reason of an Event of Default, then,
notwithstanding such termination, Lessee shall be liable for and shall pay to Lessor at
808 Throckmorton, Fort Worth, Tarrant County, Texas 76102, the sum of al
indebtedness accrued to the date of such termination.
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City of Fort Worth Lease Page 5
E. Notice of Termination. if Lessee fails to cure any default within the time periods set
forth in Section 12A. above, Lessor may terminate this lease upon written notice sent
certified mail to the Lessee. Termination shall be effective 30 days after Lessee receives
such notice.
SECTION 11. FIXTURES.
Lessee may remove all of its owned trade fixtures, office supplies and movable office furniture
and equipment not attached to the Building provided. (1) such removal is made prior to the
termination of the Term; (2) Lessee is not in default of any obligation or covenant under this
Lease at the time of such removal; and (3) Lessee promptly repairs all damage caused by such
removal. All other property at the Leased Premises and any alteration or addition to the Leased
Premises(including wall-to-wall carpeting, paneling or other wall covering) and any other article
attached or affixed to the floor, wall or ceiling of the Leased Premises (any of which as stated
above shall require Lessor's prior written consent) shall become the property of Lessor and shall
remain upon and be surrendered with the Leased Premises as part thereof at the termination of
this Lease, Lessee hereby waiving all rights to any payment or compensation therefore. If,
however, Lessor so requests in writing, Lessee will, prior to termination of this Lease, remove
any and all alterations, additions, fixtures, equipment and property placed or installed by it or at
its request in the Leased Premises and will repair any damage caused by such removal.
SECTION 12. NON-APPROPRIATION TERMINATION
Notwithstanding any provision contained herein, this Lease shall terminate in the event
that the governing body of Lessor shall fail to appropriate sufficient funds to satisfy any
obligation of the City of Fort 'Worth under the Master Lease. Termination shall be
effective as of the last day of the fiscal period for which sufficient funds were appropriated
or upon expenditure of all appropriated funds,whichever comes first.
SECTION 13. SURRENDER OF LEASED PREMISES. Upon the termination of this Lease
for any reason whatsoever, Lessee shall surrender possession of the Leased Premises in the same
condition as the Leased Premises were in upon delivery of possession under the Lease,
reasonable wear and tear excepted. Lessee also shall surrender all keys for the Leased Premises
to Lessor at the place then fixed for the payment for rent and shall inform Lessor of all
combinations on locks, safes, and vaults, if any,on the Leased Premises. Lessee shall remove all
its furniture and equipment on or before the termination of the Lease; and Lessee shall be
responsible for repairing any damage to the Leased Premises caused by the removal of furniture
and equipment.
SECTION 14. GOVERNMENTAL REGULATIONS.
A. Lessee agrees to comply fully with all applicable Federal, state, and municipal laws,
statutes,ordinances, codes, or regulations in connection with use of the Leased Premises.
B. Lessee shall not introduce nor allow to be introduced any hazardous waste or materials
within the Leased Premises.
SECTION 15. ASSIGNMENT.
-shall,not assign this Lease without the prior written approval of Lessor. Any attempted
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V� l xc� ►$without the written approval of Lessor shall be void.
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City of Fort Worth Lease Page 6
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SECTION 15. NOTICES.
All notices to Lessor shall be sent to:
City Manager
1000 Throckrnorton
Fort Worth,Texas 76102
With a copy to:
Sigi Frias
808 Throckmorton St.
Fort Worth,Texas 76102
All notices to Lessee shall be sent to:
Lic.Juan Rodolfo Sanchez Gomez
Presidente Municipal de Toluca
Independencia Poniente No. 207
Colonia Centro, C.P. 50000
Toluca,Mkico
With a copy to:
Arq. Guillermo Sanchez Warnke
Coordinacian General de Desarrollo Economico
Plaza Fray Andres de Castro Edificio C Primer Piso
Colonia Centro, C.P. 50000
Toluca,Mexico
Mailing of all notices under the Lease shall be deemed sufficient if mailed certified, return
receipt requested and addressed as specified herein to the other party's address. All time periods
related to any notice requirements specified in the Lease shall commence upon the terms
specified in the section requiring the notice.
SECTION 17. ENTIRE AGREEMENT; MODIFICATION.
A. This Lease shall constitute the entire agreement of the Lessor and Lessee, and shall
supersede any prior agreements,either oral or written, pertaining to the Leased Premises.
B. This agreement cannot be changed or modified orally, but only by an instrument in
writing signed by both parties.
SECTION 18. WAIVERS.
One or more waivers of any covenant, term, or condition of the Lease by either Lessor or Lessee
shall not be construed as a waiver of a subsequent breach of the same covenant, term, or
condition. The consent or approval by either Lessor or Lessee to or of any act by the other party
requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to
or approval of any subsequent similar act.
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City of Fort Worth Leese Page 7
SECTION 19. CHOICE OF LAW; VENUE.
A. This lease and the relationship created hereby shall be governed by the laws of the State
of Texas.
B. Venue for any action brought to interpret or enforce the terms of the Lease or for any
breach shall be in Tarrant County,Texas.
SECTION 20. HOLDOVER.
Any possession of the Leased Premises by Lessee after the dale of expiration or termination of
the Lease shall be deemed to be a month-to-month tenancy at sufferance, terminable by either
party upon 30 days written notice.
SECTION 21. CONTRACT CONSTRUCTION.--
The
ONSTRUCTION.The parties acknowledge that each darty and, if it so chooses, its counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party must not be employed in the interpretation of this
Agreement or any amendments or exhibits hereto.
ATTACHMENT & EXHIBITS
Exhibit A Leased Premises
Exhibit B Reporting Data
SIGNED this 7`r'day of May,2008.
LESSOR: City of Fort Worth LESSEE:
By:
Dale Fissel O . odolfo Sanchez Gomez
h4siswit City Manager Toluca Mayor
ATTEST:
a�
orttract Authorizatio
Mart s►
Hendrix
City Secretary NAP
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tate
AP ROVED S TO FORM AND LEGALITY:
i y' esignee
City of 1-,ort Worth Lease Page 8
Date.
M&C Number: Contract Number:
STATE OF TEXAS §
COUNTY OF TARRANT § T, M, 1416 G I'v S
BEFORE ME, the unders€geedutlority, a Notary Public in and for the State of Texas,
on this day personally appeared , known to me to be the sane person whose name
is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
the City of Fort Worth and that he/she executed the same as the act of said City of Fort Worth
for the purposes and consideration therein expressed and in the capacity stated.
jy
GIVEN UNDER MY HAND AND SEAL OF OFFICE this/day ofMa)4, 2008.
ANA L.BR4SEINO
s '#yi;flrnmissivFumpkes
`� �`:',Y •;r +dutch 07,2011 Notary Public in and for the State of Texas
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 , known to me to be the same person
whose name is subscribed to the foregoing instrument, and acknowledged to me-that the same
was the act of Juan Rodoifo Sanehez Gdmez, Mayor of Toluca,;.Mexican and that he/she
executed the same as the act of said Juan Rvdvlfo.SAnchez:G6mez, Mayor of Tvlt c , IW�dxi t
for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN CINDER MY HAND AND SEAL OF OFFICE this 7'''day of May, 2008.
g Notary Public in andfor the State of Texas
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Exhibit A
C IVY 5HICIPROIUN I
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Reporting Data
1. Company,entity or individual that participated in the transaction
2. Manner of transaction-Export, Import, Service
3. Transaction amount- in USA dollars
4. General description of assistance provided that contributed to the transaction
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