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LEASE AGREEMENT FOR OFFICE SPACE
JAMES E. GUINN SCHOOL BUILDING
THIS LEASE AGREEMENT ("Lease") is entered into by and between the City of Fort
Worth, ("Lessor") and the Fort Worth Economic Development Corporation ("Lessee").
In consideration of the mutual covenants, promises and obligations contained
herein, Lessor and Lessee agree as follows:
1. PROPERTY LEASED
1.1 Leased Area
Lessor hereby leases to Lessee and Lessee hereby leases from Lessor
approximately 3,523 square feet on the second floor designated as Suite No. 215 in the
building known as the "James E. Guinn School" ("Building) located at 1150 South
Freeway, Fort Worth, Texas and as depicted on Exhibit "A", attached hereto and hereby
made a part of this Leased and which is signed or initialed by the parties for
identification. Lessor reserves the right to re-assign space allocated to Lessee in the
building, with reasonable notice to Lessee, if deemed necessary by Lessor for highest and
best use of the facility.
1.2 Building Name
Lessor shall have the right at any time and from time to time to change the
Building Name.
2. TERM OF LEASE
The term of this Lease ("Initial Term") shall be a period of 5 years, starting on
July 1, 2006, expiring on June 30, 20ll, unless terminated earlier as provided herein.
3. RENEWAL OF TERM
If Lessee performs and abides by all provisions and conditions of this Lease and
Tenant is not in default, upon the expiration of the Initial Term of this lease, Lessee shall
have 1 consecutive option to renew this Lease for a term of 5 years ("Renewal Tertn") at
the rental rate for comparable space at the Building, which on the effective date of the
Renewal Term complies with the then current Schedule of Rates and Charges published
by the Lessor and under the same terms as set out in this lease; provided however, that if
Lessee does not renew this Lease in writing for a Renewal Term, Lessee shall
automatically waive its right to renew this Lease. In order to exercise its option to renew
this Lease, Lessee shall notify Lessor in writing of its desire to renew this Lease no less
than ninety calendar days prior to the expiration of the term then in effect.
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Guinn School Lease Agreement
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4. COMMON A.REA
The "Common Area" of the Building as it shall exist from time to time shall be
that part of the Building designated by Lessor from time to time for the common use of
all Lessees, including, but not limited to other facilities, elevators, stairs, tunnels, halls,
lobbies, delivery passages, drinking fountains, public toilets and the like, all of which
shall be subject to the Lessor's sole management and control and shall be operated and
maintained in such manner as the Lessor, in his sole discretion, shall determine. Lessor
reserves the right to change from time to time, the dimensions and locations of the
Common Area. Lessee and its employees and invitees shall have the nonexclusive right
to use the Common Areas with the Lessor, other Lessees of the Building and other
persons entitled to use the same. Use of the Common Area shall be subject to such
reasonable rules and regulations governing its use as the Lessor may from time to time
prescribe. Lessee shall not take any action that would interfere with the rights of other
persons to use the Common Area. Lessor may temporarily close any part of the Common
Area for such period to make repairs or alterations.
5. RENT
5.1 Base Rental Rate
As base rental for the lease and use of the Leased Area ("Base Rent"), Lessee
shall pay Lessor, at the Building office, without demand and without deduction,
abatement or setoff except as otherwise expressly provided for herein, the sum of $12.52
per square foot per year of the Leased Area of the Building.
5.2 Operating Expense Rental Rate
In the event Operating Expenses (as hereinafter defined) of Lessor incurred in
connection with the Land and Building, of which the Leased Area are a part, shall for any
calendar year during the Term of this Lease exceed the sum of the 2006 Base Year Actual
expenses, Lessee agrees to pay as additional rental Lessee's pro rata share ("Lessee's
Share") as determined by Lessor of such Operating Expenses in excess of 2006 Base
Year ("Excess Operating Expenses") of the Leased Area, such Excess Operating
Expenses shall be capped at 8% of controllable expenses. Controllable expenses do not
include electricity.
The term "Operating Expenses" as used herein shall include all costs and
expenses of every kind and nature whatsoever incurred by Lessee in connection with the
ownership, operation, and maintenance of the Building, the Land on which it is located
and any areas adjacent to it, and the parking area and its surrounding area as well as
amortization of any capital expenditure which are incurred by Lessor to attempt to effect
in the reduction of operating expenses of the building or to keep the building in
compliance with all governmental rules and regulations; provided, however, only the
following shall be excluded from Operating Expenses: cost of structural alterations.
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Guinn School Lease Agreement
Lessee agrees, at Lessor's request, to pay Lessee's Share of Excess Operating
Expenses for the ensuing twelve (12) months, as estimated once a year by Lessor, in time
and place provided in Section 5.2., each in an amount equal to one-twelfth (1/12) of
Lessee's Share so estimated by Lessor. If this Lease commences on other than the first
day of a calendar year, or if this Lease expires on other than the last day of a prorated
according to the portion of the Tertn that occurs during such calendar year. At least thirty
(30) days prior to the commencement of each calendar year during the Term,
commencing with the calendar year 2001, Lessor shall furnish Lessee a written statement
setting forth the estimated Lessee's Share for the following year and a statement showing
one-twelfth (1/12) of the amount of the estimated Lessee's Share. If, as finally
determined, Lessee's Share shall be greater than or less than the aggregate of all
installments so paid to the Lessor for such twelve (12) month period, then Lessee shall
pay to Lessor the amount of such underpayment within thirty (30) days of delivery of
such statement, or the Lessor shall credit Lessee for the amount of such overpayment, as
the case may be.
All Excess Operating Expenses shall be paid by Lessee in the proportion of
24.63% of the total.
5.3 Rent
For all purposes under this Lease, "Rent" shall mean the Base Rent and Operating
Expense Rental (including any additional rent and any adjustments to rent as provided in
this Lease). All past due installments of Rent shall bear interest at the highest non-
usurious rate chargeable by Lessor to Lessee from such date due until paid. Unless
changed in accordance with Texas law, the applicable method of calculating the usury
rate ceiling under Texas law shall be the indicated (weekly) rate ceiling, from time to
time in effect, as provided in Tex. Rev. Civ. Stat. Ann. Art. 5069-1.04, as amended.
6. USE
Lessee agrees to use the Leased Area solely for the purposes of office space. The
permitted use shall be office use. Lessee shall use the Leased Area for no other purpose
without the prior written consent of the Lessor.
7. MAINTENANCE, REPAIRS AND CONDITION OF AREA.
7.1. General Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Leased Area, including all fixtures installed
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 Leased Area. Lessor will at Lessor's own expense,
make all repairs necessary to prevent the deterioration in condition or value of the Leased
Area, except those caused by fire or other casualty covered by insurance on the Building
under policies naming Lessor as the insured. Lessee shall be responsible for all damages
caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or
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Guinn School Lease Agreement
invitees, and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's
sole cost and expense under the supervision and with the approval of Lessor.
Lessee agrees that, except as otherwise expressly provided herein, all improvements,
trade fixtures, furnishings, equipment and other personal property of every kind or
description which may at any time be on the Leased Area 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, or 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.
Upon termination of this Lease, Lessee will surrender and deliver up the Leased
Area 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.
7.2. Inspection.
Lessor shall have the right and privilege, through its officers, agents, servants or
employees, to inspect the Leased Area at any time. Lessor shall have the right to perform
any and all duties or obligations which Lessor is authorized or required to do under the
terms of this Lease or to perform its governmental duties under federal, state or local rules,
regulations and laws, including the Codes. Lessee will permit the Fire Marshal of the City
of Fort Worth or authorized designees to inspect the Leased Area at any time, and Lessee
will comply with all recommendations made to Lessee by the Fire Marshal or authorized
designee to bring the Leased Area into compliance with Fire Code and Building Code
provisions, as such provisions exist or may hereafter be added or amended. Lessee shall
maintain in a proper condition accessible fire extinguishers of a number and type approved
by Fire Underwriters for the particular hazard involved. Lessor shall provide Lessee with
advance notice of inspection when reasonable under the circumstances.
7.3. Performance.
If Lessee is responsible under this Lease far any maintenance or repairs, Lessor shall
notify Lessee in writing and arrange for the maintenance and repair work to be completed
within thirl-y (30) calendar days of receipt of such notice. 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.
7.4. Environmental Remediation.
To the best of Lessor's knowledge, the Leased Area complies with all applicable
federal, state and local environmental laws and regulations (collectively "Environmental
Laws"). Lessee has thoroughly inspected the Leased Area and is fully advised of its own
rights without reliance upon any representation made by Lessor concerning the
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Guinn School Lease Agreement
environmental condition of the Leased Area. LESSEE COVENANTS AND AGREES
THAT LESSEE, AT ITS SOLE COST AND EXPENSE, SHA.LL BE FULLY
RESPONSIBLE FOR THE IrIOLATION OF ANY ENVIRONMENTAL LAWS
CAUSED, IN WHOLE OR IN PART, BY LESSEE, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES.
7.5. Lessee's Acceptance of the Leased Area.
Excepting "Punch List" items of which Lessee shall report to Lessor in writing
within ten (10) days after the commencement date hereunder, Lessee acknowledges that
it has inspected the Leased Area and Lessee's taking possession of the Leased Area shall
be conclusive evidence as against the Lessee that the Leased Area were in good arder and
satisfactory condition when the Lessee took possession. No other promise of the Lessor
to alter, remodel, repair or improve the Leased Area or the Building and no other
representation respecting the condition of the Leased Area or the Building have been
made by Lessor to Lessee.
8 OBLIGATIONS OF LESSOR
8.1 Services Furnished
Subject to the rules and regulations to which reference is hereinafter made, Lessor
shall furnish Lessee, at Lessor's expense, except as provided in Paragraph 5.3. above, the
following services during the Term:
(1) Air conditioning and heating in season, at such times as Lessor
normally furnishes these services to other Lessees in the Building
and at such temperatures and in such amounts as are considered by
Lessor to be standard, but such service outside normal business
hours and on Saturdays, Sundays and holidays shall be furnished
only at Lessor's discretion and upon reasonable notification.
Lessee shall bear the standard charges of Lessor therefore, which
shall never be less than the cost thereof.
(2) Hot and cold water at those points of supply provided for general
use.
(3) Standard building janitor service in and about the Building and the
Leased Area, five days per week, and periodic window washing;
however, Lessee shall pay the additional costs attributable to the
cleaning of improvements within the Leased Area other than
building standard improvements.
(4) Elevators for ingress to and egress from the Building during such
periods as are considered by Lessor to be standard.
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Guinn School Lease Agreement
:
(5) Proper building standard facilities to furnish sufficient electrical
power for standard lighting, typewriters, dictating equipment,
calculating machines and other machines of similar low electrical
consumption, but not including electricity required for electronic
data processing equipment, special lighting in excess of building
standard, or any other item of electrical equipment which singly
consumes more than 0.25 kilowatts per hour at rated capacity or
requires a voltage other than 120 volts single phase (architect
needs to determine if this is adequate with all electrical, computer,
etc. uses) Lessee shall pay to Lessor, monthly as billed, such
charges as may be separately metered or as Lessor's engineer may
compute for any electrical service furnished to Lessee in excess of
that stated above.
(6) Replacement of fluorescent
mounted fixtures installed
replacement in public areas.
lamps in building standard ceiling
by Lessor and incandescent bulb
(7) For purposes of this lease normal business hours shall be 7:00 a.m.
to 6:00 p.m. on weekdays, except holidays and 8:00 a.m. to 3:00
p.m. on Saturdays, except holidays.
No Eviction or Breach
No interruption, moratorium or malfunction of any services or failure of any
machinery or equipment to operate for any cause whatsoever shall constitute an eviction
or disturbance of Lessee's use and possession of the Leased Area or Building or a breach
by Lessor of any of its obligations hereunder or render Lessor liable for damages or
entitle Lessee to be relieved from any of its obligations hereunder (including the
obligation to pay Rent) or grant Lessee any right of setoff or recoupment. In the event of
any such interruption, however, Lessor shall use reasonable diligence during normal
business hours to restore such service in any circumstances in which such restoration is
within reasonable control of Lessor and the interruption was not caused by Lessee's fault.
Notwithstanding the foregoing, should an interruption of service for more than five (5)
consecutive business days due to no fault of Lessee, then Lessee's rental shall abate to the
extent any portion of the Leased Area is not able to be leased.
8.3 Additional Services
Should Lessee desire any additional services beyond those described in Paragraph
11.1 or rendition of any of such services outside the normal times of Lessor for providing
such services, Lessor may (at Lessor's option), upon reasonable advance notice from
Lessee to Lessor, furnish such services and Lessee agrees to pay Lessor such charges as
may be agreed on between Lessor and Lessee, but in no event at a charge less than
Lessor's actual cost plus overhead for the additional services provided. By way of
illustration and not limitation, special equipment requiring abnormal use of water or
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Guinn School Lease Agreement
electricity used as a power source for data processing machines, including air
conditioning costs therefore, large business machines and similar equipment of high
electrical consumption characteristics shall not be standard water consumption or
electrical service, as the case may be, and the costs thereof shall be paid by Lessee.
Lessee hereby agrees to cause, at its sole expense, separate meters for measuring units of
consumption to be installed within the Leased Area if defined services consumed by
Lessee are not standard.
9. ADDITIONS AND FIXTURES
9.1 A�proval Required
Lessee will make no alteration, change, improvement, repair, replacement or
addition to the Leased Area without the prior written consent of Lessor which consent
will not be unreasonably withheld or delayed. If Lessor grants such prior written consent,
the work in such connection shall be at Lessee's expense but by workmen of Lessor or
workmen and contractars approved in advance in writing by Lessar and in a manner and
upon terms and conditions and at times satisfactory to and approved in advance in writing
by Lessor. In any instance in which Lessor grants such consent, Lessor may grant such
consent contingent and conditioned upon Lessee's contractors, laborers, materialmen and
others furnishing labor material for Lessee's job working in harmony and not interfering
with any labor utilized by Lessor; Lessor's contractors or mechanics or by any other
Lessee or such other Lessee's contractors or mechanics; and if at any time such entry by
one or more persons furnishing labar or materials for Lessee's work shall cause
disharmony or interference, the consent granted by Lessor to Lessee may be withdrawn
upon forty-eight (48) hours written notice to Lessee.
9.2 Removal of Items
Lessee may remove its 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 Area and any alteration or
addition to the Leased Area (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 Area (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 Area 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 Area and will repair any damage caused by such removal.
10. ADDITIONAL OBLIGATIONS AND AGREEMENTS OF LESSEE.
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Guinn School Lease Agreement
10.1 The Lessee shall not exhibit, sell or offer for sale on the Leased Area or in the
Building any article or thing (except those articles and things essentially
connected with the stated use of the Leased Area by the Lessee) without the
advance consent of Lessor.
10.2 The Lessee shall not display, inscribe, print, paint, maintain or affix on any place
in or about the Building any sign, notice, legend, direction, figure or
advertisement, except on the doors of the Leased Area and on the Building
directory and then only such name(s) and matter and in such color, size, style,
place and materials as shall first have been approved by the Lessor. The listing of
any name other than that of Lessee, whether on the doors of the Leased Area, on
the Building directory or otherwise, shall not operate to vest any right or interest
in this Lease or in the Leased Area or be deemed to be the written consent of
Lessor to any act of Lessee, it being expressly understood that any such listing is a
privilege extended by Lessor revocable at will by written notice to Lessee.
10.3 The Lessee shall not advertise the business, profession or activities of the Lessee
conducted in the Building in any manner which violates the letter or spirit of any
code of ethics adopted by any recognized association or organization pertaining to
such business, profession or activities and shall not use the name of the Building
for any purposes other than that of the business address of the Lessee and shall
never use any picture or likeness of the Building in circulars, notices,
advertisements or correspondence without the Lessor's consent.
10.4 No additional locks or similar devices shall be attached to any door or window
without Lessor's prior written consent. No keys for any door other than those
provided by the Lessor shall be made. If more than two keys for one lock are
desired, the Lessor will provide the same upon payment by the Lessee. All keys
must be returned to the Lessor at the expiration or termination of this Lease.
10.5 All persons entering or leaving the Building after hours on Monday through
Friday, or at any time on Saturdays, Sundays or holidays, may be required to do
so under such regulations as the Lessor may impose. The Lessor may exclude or
expel any peddler.
10.6 The Lessee shall not overload any floor. The Lessor may direct the time and
manner of delivery, routing and removal and the location of safes and other heavy
articles.
10.7 Unless the Lessor gives advance written consent, the Lessee shall not install or
operate any steam or internal combustion engine, boiler, machinery, refrigerating
or heating device or air-conditioning apparatus in or about the Leased Area or
carry on any mechanical business therein or use the Leased Area for housing
accommodations or lodging or sleeping purposes, or do any cooking therein or
use any illumination other than electric light or use or permit to be brought into
the Building any inflammable fluids such as gasoline, kerosene, naphtha and
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Guinn School Lease Agreement
benzene or any explosive, radioactive materials or other articles deemed extra
hazardous to life, limb or property. The Lessee shall not use the Leased Area for
any illegal or immoral purposes.
10.8 The Lessee shall cooperate fully with the Lessor to assure the effective operation
of the Building's air-conditioning system.
10.9 The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not
be obstructed by the Lessee or used for any purpose other than for ingress to or
egress from its Leased Area. The halls, passages, exits, entrances elevators,
stairways and roof are not for the use of the general public and the Lessor shall in
all cases retain the right to control and prevent access thereto by all persons whose
presence, in the judgment of the Lessor, shall be prejudicial to the safety,
character, reputation and interests of the Building and its Lessees. No Lessee and
no employees or invitees of any Lessee shall go upon the roof or mechanical floor
of the Building.
10.10 Lessee shall not use, keep or permit to be used or kept any foul or noxious gas or
substance in the Leased Area, or permit or suffer the Leased Area to be occupied
or used in a manner offensive or objectionable to the Lessor or other occupants of
the Building by reason of noise, odors and/or vibrations, or interfere in any way
with other Lessees or those having business there, nor shall any animals or birds
be brought in or kept in or about the Leased Area or the Building.
10.11 Lessee shall see that the doors and windows, if operable, of the Leased Area are
closed and securely locked before leaving the Building and must observe strict
care and caution that all water faucets or water apparatus are entirely shut off
before Lessee or Lessee's employees leave the Building and that all electricity
shall likewise be carefully shut off so as to prevent waste or damage. For any
default or carelessness Lessee shall make good all injuries or losses sustained by
other Lessees or occupants of the Building or Lessor.
In addition to all other liabilities for breach of any covenant of this Section, the Lessee
shall pay to the Lessor an amount equal to any increase in insurance premiums payable
by the Lessor or any other Lessee in the Building, caused by such breach.
11. INSURANCE.
1 l.l . Tvpes of Coverage and Limits.
Lessee shall procure and maintain at all times, in full force and efFect, a policy or
policies of insurance as specified in this Section 13, naming the City of Fort Worth and the
Fort Worth Business Assistance Center as an additional insureds and covering all risks
related to the leasing, use, occupancy, maintenance, existence or location of the Area.
Failure to maintain the required insurance may result in termination of this lease at the
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Guinn School Lease Agreement
discretion of the Lessor. Lessee shall obtain the following insurance coverage on an
occurrence basis and at the limits specified herein:
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A. Fire and Extended Coverage shall be maintained by the insurance policy on
all improvements and betterments at their full replacement cost limit;
B. Insurance for Contents—Lessee shall be responsible for maintaining any
policy of insurance that will insure against loss of property owned by Lessee
that is located on the Leased Premises
C. Commercial General Liability Insurance -$1,000,000.00 per occurrence;
$2,000,000 aggregate.
11. 2. Adjustments to Required Covera�e and Limits.
Insurance requirements, including additional types and limits of coverage and
increased limits on existing coverages, are subject to change at Lessor's option, and Lessee
will accardingly comply with such new requirements within thirty (30) days following
notice to Lessee.
11.3. 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. Lessee hereby covenants and agrees that not less than thirty (30) days prior
to the expiration of any insurance policy required hereunder, it shall provide Lessor with a
new or renewal certificate of insurance. In addition, Lessee shall, on demand, provide
Lessor with evidence that it has maintained such coverage in full force and effect.
11.4. Additional Requirements.
A. Additional Insured Endorsement: "The Fort Worth Business Assistance
Center and the City of Fort Worth are added as additional insureds as respects
operations and activities of, or on behalf of the named insured." Reasonably
equivalent terms may be acceptable at the sole_discretion of the Business
Assistance Center.
B. Lessee shall maintain its insurance with underwriters authorized to do business
in the State of Texas and which are satisfactory to Lessor. The policy or policies
of insurance shall be endorsed to cover all of Lessee's operations and to provide
that no material changes in coverage, including, but not limited to, cancellation,
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termination, non-renewal or amendment, shall be made without thirty (30) days'
prior written notice to Lessor.
11.5 Fire Or Other Casualty
If at any time during the Term, the Leased Area or any portion of the Building or
Common Area (as hereinafter defined) shall be damaged or destroyed by fire or other
casualty, then Lessor shall have the election to terminate this Lease within 120 days from
the occurrence of such casualty or to repair and reconstruct the Common Area, the
Leased Area and Building to substantially the same condition in which they existed
immediately prior to such damage or destruction, except that Lessor shall not be required
to repair or reconstruct any personal property, furniture, trade fixtures or office
equipment which is located in the Leased Area and removable by Lessee under the
provisions of this Lease.
In any of the aforesaid circumstances, Rent shall abate proportionally during the period
and to the extent that the Leased Area are unfit for use by Lessee in the ordinary conduct
of its business. If Lessor has elected to repair and restore the Leased Area to the extent
stated above, this Lease shall continue in full force and effect and such repairs will be
made within a reasonable time thereafter (not to exceed six months) subject to delays
arising from shortages of labor or materials, acts of God, war or other conditions beyond
Lessor's reasonable control. Should such repairs. not be completed within such period,
this Lease shall be terminated. In the event that this Lease is terminated as herein
permitted, Lessor shall refund to Lessee any prepaid Rent (unaccrued as of the date of
damage or destruction) plus Lessee's security deposit provided Lessee is in compliance
with Paragraph 7 hereunder less any sum owing Lessor by Lessee. If Lessor has elected
to repaid and reconstruct the Leased Area to the extent stated above, then the Term shall
be extended by a period of time equal to the period of such repaid and reconstruction.
Notwithstanding the provisions of Subparagraphs A. and B. of this Paragraph 10, if the
Leased Area or any other portion of the Building be damaged by fire or other casualty
resulting from the fault or negligence of Lessee or any of Lessee's agents, employees,
contractors, licensees or invitees, the Rent hereunder shall not be diminished during the
repair of such damage and Lessee shall be liable to Lessor for the cost and expense of the
repair and restoration of the Leased Area or the Building caused thereby to the extent
such cost and expense is not covered by insurance proceeds.
12. INDENINIFICATION.
LESSEE HEREBYASSUMES ALL LIABILITYAND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHA.RACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE UNDER THIS LEASE OR WITH THE LEASING,
MAINTENANCE, IISE, OCCUPANCY, EXISTENCE OR LOCATION OF THE AREA,
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Guinn School Lease Agreement
EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR INTENTIONAL MISCONDUCT OF LESSOR.
LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS A1VD DEFEND LESSOR, ITS OFFICERS,
AGENTS, SERYANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHA.RACTER, WHETHER REA.L
OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS LEASE OR
WITH THE LEASING, MA.INTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE AREA, EXCEPT TO THE EXTENT CAIISED BY THE
NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF
LESSOR.
LESSEE ASSUMES ALL RESPONSIBILITYAND AGREES TO PAYLESSOR
FOR ANY AND ALL INJURY OR DA.MAGE TO LESSOR'S PROPERTY WHICH
ARISES OUT OF OR IN CONNECTION WITH A.NY AND ALL ACTS OR
OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, PATRONS OR
TRESPASSERS, EXCEPT TO THE EXTENT CA IISED BY THE NEGLIGENT ACTS
OR OMISSIONS OR INTENTIONAL MISCONDUCT OFLESSOR.
LESSOR SHA.LL NOT BE RESPONSIBLE FOR INJURY TO ANY PERSON
ON THE A.REA OR FOR HARM TO ANY PROPERTY WHICH BELONGS TO
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTOR,S, LICENSEES, INVITEES OR PATRONS, AND WHICH MAY
BE STOLEN, DESTROYED OR IN ANY WAY DAMAGED; AND LESSEE HEREBY
INDEMNIFIES AND HOLDS HA.RMLESS LESSOR, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUCH
CLAIMS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR INTENTIONAL MISCONDUCT OFLESSOR.
13. ASSIGNIVIENT AND SUBLETTING.
13.1. In General.
Lessee shall not assign, sell, convey, sublease or transfer any of its rights,
privileges, duties or interests granted by this Lease without the advance written consent
of Lessor.
13.2. Conditions of A�roved Assi�nments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
Page 12
Guinn School Lease Agreement
assignee or sublessee shall be bound by the terms and conditions of this Lease the same
as if it had originally executed this Lease. The failure or refusal of Lessor to approve a
requested assignment or sublease shall not relieve Lessee of its obligations hereunder,
including payment of rentals, fees and other charges.
13.3. Assignment by Lessor.
If the Lessor's master lease with the City of Fort Worth should be terminated, this
sublease shall be assigned to the City of Fort Worth as Lessor.
14. DEFAULT AND REMEDIES 1
A. Notwithstanding anything to the contrary, this lease may be terminated by
Lessor
with 48 hour written notice of termination.
B. 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 pay Rent or other
payments hereunder.
(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 Area or any
significant portion thereof for a period in excess of ninety
(30) 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.
C. 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
Page 13
Guinn School Lease Agreement
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 Area to
Lessor.
(2) Enter upon and take possession of the Leased Area and
expel or remove Lessee any other occupant therefrom, with
or without having terminated the Lease.
(3) Alter locks and other security devices at the Leased Area.
D. Exercise by Lessor of any one or more remedies hereunder granted ar
otherwise available shall not be deemed to be an acceptance of surrender
of the Leased Area by Lessee, whether by agreement or by operation of
law, it being understood that such surrender can be effected only by the
written agreement of Lessor and Lessee. 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 Area 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.
E. 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 Fort Worth, Tarrant County, Texas, the sum of
all Rent and other indebtedness accrued to the date of such termination,
plus, as liquidated damages for such default and not as a penalty, an
amount equal to the then present value of the Rent reserved hereunder for
the remaining portion of the Term (had such Term not been terminated by
Lessor prior to the date of expiration stated in Paragraph 2) using a market
present value discount factor to calculate the same.
In the event Lessor elects to terminate the Lease by reason of an Event of
Default, in lieu of exercising the rights of Lessor under the preceding
paragraph, Lessor may instead hold Lessee liable for all Rent and other
indebtedness accrued to the date of such termination, plus such Rent and
other indebtedness as would otherwise have been required to be paid by
Page 14
Guinn School Lease Agreement
Lessee to Lessor during the period following termination of the Term
measured from the date of such termination by Lessor until the date of
expiration stated in Paragraph 2(had Lessor not elected to terminate the
Lease on account of such Event of Default) diminished by any net sums
thereafter received by Lessor through re-letting the Leased Area during
said period (after deducting expenses incurred by Lessor as provided in
Subparagraph G hereo�. Actions to collect amounts due by Lessee
provided for in this Paragraph 16 may be brought from time to time by
Lessor during the aforesaid period, on one or more occasions, without the
necessity of Lessor's waiting until expiration of such period; and in no
event shall Lessee be entitled to any excess of Rent (or Rent plus other
sums) obtained by re-letting over and above the Rent provided for in this
Lease.
F. In the event Lessor elects to repossess the Leased Area without
terminating the Lease, then Lessee shall be liable for and shall pay to
Lessor at Fort Worth, Tarrant County, Texas, all Rent and other
indebtedness accrued to the date of such repossession, plus Rent required
to be paid by Lessee to Lessor during the remainder of the Term until the
date of expiration of the Term as stated in Paragraph 2, diminished by any
net sums thereafter received by Lessor through re-letting the Leased Area
during said period (after deducting expenses incurred by Lessor as
provided in Subparagraph G hereo�. In no event shall Lessee be entitled
to any Rent herein reserved. Actions to collect amounts due by Lessee as
provided in this Paragraph 16.F. may be brought from time to time, on one
or more occasions, without the necessity of Lessor's waiting until
expiration of the Term.
G. In the case of an Event of Default, Lessee shall also be liable for and shall
pay to Lessor, at Fort Worth, Tarrant County, Texas, in addition to any
sum provided to be paid above: Broker's fees incurred by Lessor in
connection with re-letting the whole or any part of the Leased Area; the
cost of removing and storing Lessee's or other occupant's property; the
cost of repairing, altering, remodeling or otherwise putting the Leased
Area into condition acceptable to a new Lessee or Lessees; and all
expenses incurred by Lessor in enforcing Lessor's remedies, including
reasonable attorneys' fees. Past due Rent and other past due payments
shall bear interest from maturity until paid at the highest non-usurious rate
chargeable by Lessor to Lessee, calculated as set forth in Paragraphs 5.
hereof.
H. In the event of termination or repossession of the Leased Area for an
Event of Default, Lessor shall attempt to re-let the Leased Area, or any
portion thereof, or to collect Rent after re-letting
Page 15
Guinn School Lease Agreement
I. If Lessee should fail to make payment or cure any Event of Default
hereunder within the time herein permitted, Lessor, without being under
any obligation to do so and without thereby waiving such default, may
make such payment and/or remedy such other Event of Default for the
account of Lessee (and enter the Leased Area for such purpose) and
thereupon Lessee shall be obligated to, and hereby agrees to, pay Lessor,
upon demand, as additional Rent hereunder, all costs, expenses and
disbursements (including reasonable attorneys' fees) incurred by Lessor in
taking such remedial action.
J. In the event of any default by Lessor, Lessee's exclusive remedy shall be
an action for damages (Lessee hereby waiving the benefit of any laws
granting the right to terminate this Lease, to a lien upon the property of
Lessor and/or upon Rent due Lessor), but prior to any such action Lessee
will give Lessor written notices specifying such default with particularity
and Lessor shall thereupon have thirty (30) days (plus such additional
reasonable period as may be required in the exercise by Lessor of due
diligence) in which to cure any such default. Unless and until Lessor fails
to so cure any default after such notice, Lessee shall not have any remedy
or cause of action by reason thereof. All obligations of Lessor hereunder
will be construed as covenants, not conditions, and all such obligations
will be binding upon Lessor only during the period of its ownership of the
Building and not thereafter. Lessor shall have no corporate liability for
the performance of any obligations hereunder, recourse by any party for
default against Lessor being limited to Lessor's interest in the Building.
The term "Lessor" shall mean only the owner of the Building at the date of
commencement of the Term, and in the event of the transfer by such
owner of its interest in the Building, such owner shall thereupon be
released and discharged from all covenants and obligations of the Lessor
thereafter accruing, but such covenants and obligations shall be binding
during the Term upon each new owner for the duration of such owner's
ownership.
15. LIENS.
15.1. Liens by Lessee.
Lessee acknowledges that it has no authority to engage in any act or to make any
contract that 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 thirty (30) 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 immediately. However,
Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue
Page 16
Guinn School Lease Agreement
in effect following termination of this Lease and until such a time as the lien is
discharged.
16. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Area.
Lessee further agrees that it shall not pernut its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of
the Area and Lessee immediately shall remove from the Area any person engaging in such
unlawful activities. Unlawful use of the Area 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 the City of Fort Worth and the City of Fort Worth Police, Fire and Health
Departments. 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 Area 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 ar in the
construction of any improvements or alterations to the Area on grounds of race, color,
national origin, religion, handicap, sex, sexual orientation or familial status.
�-
Lessee agrees to furnish its accommodations and to price its goods and services on a
fair and equal basis to all persons.
If any claim arises from an alleged violation of tlzis non-discrimination covenant
by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to
indemn� Lessor and hold Lessor izarmless.
18. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its business.
19. NO WAIVER.
Page 17
Guinn School Lease Agreement
�
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.
Should any action, whether real or asserted, at law or in equity, arise out of the terms
of this Lease or by Lessee's operations on the Area, venue for such action shall lie in state
courts located in Tarrant County, Texas or the United States District Court for the 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 any action brought by Lessor or Lessee for the enforcement of the obligations of
the other party under this Lease, the prevailing party shall be entitled to recover from the
other party reasonable attorneys' fees arising from such action.
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 farce 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 by any governmental authority, transportation problems and/or any
other cause beyond the reasonable control of the parties.
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 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
Page 18
Guinn School Lease Agreement
�
provisions of this Lease.
unless agreed to in writing
and signed by both parties.
The terms and conditions of this Lease shall not be amended
IN WITNESS WHEREOF, the parties hereto have executed this Lease in
multiples this
,�,l �� d1�
day of �'I , 2006.
LESSOR
City of Fort Worth
LESSEE
Fort Worth Economic Development
Corporation
� /
% ,�
By: �•' `� � B�,
Dale Fisseler
a��. Assistant City Manager
A TEST:
V" ,
� V �
Marty Hendrix
City Secretary
APPR D TO F AND LEGALITY:
' Attorne or His Designee
Date:
M & C Number: G-14600
STATE OF TEXAS
COUNTY OF TARRANT
�
0
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Dale Fisseler. , known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that the same� was _y_=___ ,_ __ _._
�. �, ., - , �, -
Ci'�'l�'�L.��L;�� 1i�`�..���l��y;�1i
:�',
v7U1��� VS�::1�.''L���!J.'�;f
I� r::,�, � Sj lf, ? �4
J �� :�:`��:i�1` ��l'� �,�G\;o
e
Page 19
Guinn School Lease Agreement
the act of the City of Fort Worth and that he executed the same as the act of the City of Fort
Worth for the purposes and consideration therein expressed and in the capacity therein
stated.
�
GIVEN LJNDER MY HAND AND SEAL OF OFFICE this �� day of
Lt , Zoo�:7
2�S�avPugvc MARIA S. SANGHEZ
k �� NOTARY PUBLIC
� STATE OF j E4 2009
'��',f oF ��+° My Gomm. Exp.
STATE OF TEXAS
COUNTY OF TARRANT
0
0
BEFORE ME, the undersigned au�
Texas, on this day personally appeared
the person whose name is subscribed to t
that the same was the act of the -� '�"�.
, ,.
the same as the act of the `:`�. y�'
expressed and in the capacity t erein stated.
�
Not Public in and or the Stat o Texas
ity, a N{'b Public in and for the State of
4�. :}. �l1 �. �`;:/ , known to me to be
e oing inst�-ument, and acknowledged to me
� 1 �, i�� (�,� and that he executed
_ for the purposes and consideration therein
,
.: ��
. GIVEN UND�R MY HAND AND SEAL OF OFFICE this .,� day of
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Page 20
Guinn School Lease Agreement
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Q���DTM CERTIFICATE OF LIAE31LfTY INSURANCE � o��aoo
VRODUGER THIS CERTIFICATE lS ISSt1ED AS A MATTHR OF INFORMATION
w�a. �xCo C0. ONLY AND CONFERS NO RI�FiTS UPON THE CERTIFICA7E
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FORT V40RTH TX 761�2 ALTER TtiE COVERAGE AFFORDED �Y TNE I�OLICIE5 BELOW.
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ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT 70 WFiICFI 7tiIS CERTIFICATE MAY BE ISSUED OR
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nro 5 300�000
CIAIMSMADE aX OCCUR M�D�XP ry� ono r.�on S 10,Q00
PERSONALBADVIN�uRY 5 1.000.000
CENERALACGREGATE $ 3,0OO,OD6
QENIACGREGATELIMITA�PLIESPER: PROPUG7S-COMP/OPA6C S 2,000,000
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GARAGE 1.lABl�1TY AUTO ONLY • EA ACCiDENT $
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EMPLOYERS' LIABILITY
ANY PROPRIEfOWPqR7tvERlEXEGu7iv� E.L. EACN ACCIDENT $ 1p0 � 000
OFF10ERrMEMBER U(C�uDED9 E.�. DISEASE - EA EMPLOYE $ 7.00 � 000
If We� ddscri6dunenr ^^--
SPECIALPROVISIONSbnlow E.I.DISF113E-POLICYLIMff $ 500�000
OTHER
DESCRIPTIOk OF OPERaTIONS � �oGAT10NS / Y�NlGt.�S / EaCCl.USIONS AODED BY ENOORSE6IENT/ SPECIA� PROv�S�ONb
Th8 Port G�'orCYa 8usinesa AasisLance CenCer anfl the City o£ �'ort Worth are adflsd ae adQitipsutl
iasureds as resDeces oDerations anfl aceivit�.a� of, or ca bahalE of the nema3 ia�urocq_
Fax: 817-871-6037,
CERTiFICAT� HOLDER � • cnn�r_F� � eTinN
City of ForC Worth
A�ti1: Rathy Kurnez
100e Threc]m�orean
8ozt v7ort?� T� 7610Z
ACORD 25 (2001/08)
SMDYLD ANYOF THE ABOVE DESCWB6D pp�,ICIES BE CANCELLED BEFORE THE EXPIRariOn{
�aT� THEREOF, THE 133111NG INSt1RER mnGi �Hp�qyOR TO MA1L 10 DAYS WfLl'rEN
N0710E SP THE CERTIFlCATE HO�DER NAMEO 70 �'ti� LF,FT, AUT FAILURE TO DO SO SNAu
IMPosE NO oBL�GqiION Ofi LIABILIT'/ oF /wY KINP 11POM 7HE INSURER �y AGENTS oR
At17HOR�D R�PR�SENTATIVE
Pane 1 oE 2
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/18/2006
DATE: Tuesday, July 18, 2006
LOG NAME: 17GUINNCAMPUS REFERENCE NO.: **G-15294
SUBJECT:
Authorization to Lease Office Space on the James E. Guinn School Campus, 1150 and 1120 South
Freeway, Fort Worth, Texas, to Authorized Outside Organizations
RECOMMENDATION:
It is recommended that the City Council authorize the Economic & Community Development Department,
Economic Diversification Division to:
1. Lease available office, training and conference room space to organizations involved in small business
development;
2. To offer short-term leases to companies that apply and qualify for the Tech Fort Worth business and
technology incubator program;
3. To offer no-cost leases to volunteer organizations that provide counseling or other business
development services to clients at no charge, with a requirement to report perFormance measures;
4. To offer one annual no-cost lease to the winner of the Mayor's 2006 Entrepreneur Expo award;
5. To offer no-cost leases to for-profit companies that provide services to the department at a cost reduced
by the value of the leased space.
DISCUSSION:
The historic James E. Guinn school campus is owned by the City of Fort Worth and managed by the
Economic Diversification Division of the Economic & Community Development Department. The Fort Worth
Business Assistance Center is located in the middle school and Tech Fort Worth is located in the former
gymnasium on the campus. The elementary school will soon be renovated to provide additional training
and conference room space.
On January 24, 2006, (M&C C-21261) City Council authorized the City Manager to execute lease
agreements with Tech Fort Worth tenants. On December 7, 2004, (M&C G-14600) authorized the renewal
of leases at the Business Assistance Center in the James E. Guinn middle school. The purpose of this
M&C is to provide flexibility for such leases. The James E. Guinn School campus is located in COUNCIL
DISTRICT 8. '
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Economic & Community Development Department will be
responsible for the collection and deposit of funds to the City's General Fund for any leases generated
under this agreement.
TO Fund/Account/Centers FROM Fund/Account/Centers
http://www.cfwnet. org/council�acket/Reports/mc�rint.asp 1 /31 /2007