HomeMy WebLinkAboutContract 35223��%� �l`t` ��"u�EYA�Y
CaNTRACT f�p .
FORTWORTH
LEASE AGREEMENT FOR OFFICE SPACE
TECH FORT WORTH BUILDING
THIS LEASE AGREEMENT ("Lease") is entered into by and between, The Ci . of Fort
Worth, ("Lessor") and OmniTherm, Inc . ("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 10o square feet on the �st floor(s) designated as Suite �23 c
in the building known as the "TECH Fort Worth" ("Building) located at 1120 S.
Freeway, Fort Worth, Texas and as depicted on Exhil�it "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 c�eemed necessary by Lessor for highest and
best use of the facility.
1.2 Buildin� 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 1 month starting on
Apri i i, 2 0 0 � and expiring on Apri 1 1, 2 0 0 �, unless terminated earlier as provided
herein.
3. RENEWAL OF TERM
If Lessee performs and abides by all provisions and conditions of this Lease, upon the
expiration of the Initial Term of this lease, Lessee shall have o consecutive rights to
renew this Lease for terms of o months ("Renewal Term") at the rental rate for
comparable space at the Building, which on the effective date of the Renewal Term
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complies with the then current Schedule of Rates and Charges published by the Lessor;
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 right to renew this Lease, Lessee shall notify Lessor in writing of its desire to renew
this Lease no less than tl�irty calendar days prior to the expiration of the term then in
effect.
4. Common Area
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, deli every 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 deternune. 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 solicit business or display merchandise within the Common
Area, distribute handbills therein or 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 will
pay Lessor, at the Building office, without demand and without deduction, abatement or
setoff, the sum of S1.5o (S15o per Month) per square foot of the Leased Area of the
Building per month payable annually to Lessor in advance on the first day of the Term, in
lawful money of the United States.
5.2 Operatin� 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 2004 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 2004 Base
Year ("Excess Operating Expenses") of the Leased Area. The "Base Year" is from April
1, 2004 through March 31, 2005.
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The tertn "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 the parking 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. No decrease in Operating Expenses shall reduce Lessee's rent
below the sum set forth in Paragraph 5. l.
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 Term 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 2 0 0 6, 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 fmally
detei7nined, 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 which
Lessee's Rentable Area bears to ninety-five percent (95%) of the total Rentable Area in
the Building or to the total Rentable Area leased in the Building (if such total is greater
than ninety-five percent [95%] of the total Building area).
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 installments of Rent paid 5 days after the due date shall be charged a
$25.00 late fee for processing late payments.
6. SECURITY DEPOSIT
Upon execution of this Lease, Lessee will remit to Lessor a maintenance/damage
deposit ("Deposit") equivalent to one month's rent. Thereafter, Lessee shall, at a minimum,
maintain its Deposit in an amount that is equivalent to its current monthly rental amount for
the Leased Area. However, Lessor may increase the amount of the Deposit to a reasonable
sum in excess of one month's rent. Lessee's failure to maintain its Deposit as required shall
constitute a breach of this Lease. Lessee's Deposit shall be in the form of a cash payment.
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Lessee will not be entitled to any interest on this Deposit. Unless Lessor terminates this
Lease for any breach, default or failure by Lessee, Lessor will refund any unused portion of
this Deposit within thirty (30) days following the date that Lessee vacates the Leased Area.
Lessee acknowledges that if Lessor terniuiates this Lease for any breach, default or failure
by Lessee, Lessee shall forfeit the entire balance of its Deposit.
7. USE
Lessee agrees to use the Leased Area solely for the purposes of office space.
Lessee shall use the Leased Area for no other purpose without the prior written consent
of the Lessor.
8. MAINTENANCE, REPAIRS AND CONDITION OF AREA.
8 1 General Maintenance and Repairs bv 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. Lessee will, at Lessee's own expense,
make all repairs necessary to prevent the deterioration in condition or value of the Leased
Area, including, but not limited to, the maintenance of and repairs to doors, windows, roofs,
walls and floors, except those caused by fire or other casualty covered by insurance on the
Building under policies naming Lessor as the insured, all at Lessee's sole expense, under
the supervision and with the approval of Lessor. Lessee shall be responsible for all
damages caused by Lessee, its agents, servants, employees, contractors, subcontractors,
licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at
Lessee's sole cost and expense.
Lessee agrees that, except as otherwise expressly provided herein, all improvements,
trade fixtures, furnishings, equipment and other personal properiy 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 tertnination 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.
8.2. 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
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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 pernut
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 e�st
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.
8.3. Performance.
If Lessee is responsible under this Lease for any maintenance or repairs,
Lessor shall notify Lessee in writing. Lessee agrees to undertake such maintenance
ar repair wark diligently within thirty (30) calendar days of receipt of such notice. If
Lessee fails to undertake the recommended maintenance or repairs within this time,
Lessor may, in its discretion, perfortn such maintenance or repairs on behalf of
Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance
or repairs, and such reimbursement will be due on the date of Lessee's next monthly
rent payment following completion of the maintenance or repairs.
8.4. 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 environmental condition of the Leased Area. LESSEE
COIrENANTS AND AGREES THAT LESSEE, AT ITS SOLE COST AND
EXPENSE, SHALL BE FULLY RESPONSIBLE FOR THE VIOLATION OF
ANY ENVIRONMENTAL LAWS CAUSED, IN WHOLE OR IN PART, BY
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INVITEES.
8.5. Lessee's Acceptance of the Leased Area.
Excepting "Punch List" items of which Lessee shall report to Lessar in
writing within thirty (30) 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 order 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
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the condition of the Leased Area or the Building have been made by Lessor to
Lessee.
9. OBLIGATIONS OF LESSOR
9.1 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 in any event only upon twenty-four
(24) hours prior written request by Lessee, who 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.
(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.
(6) Replacement of fluorescent lamps in building standard ceiling
mounted fixtures installed by Lessor and incandescent bulb
replacement in public areas.
(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
1:00 p.m. on Saturdays, except holidays.
9.2 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
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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 restare 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 faregoing, 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 unleaseable.
9.3 Additional Services
Should Lessee desire any additional services beyond those described in Paragraph
9.1 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.
10. ADDITIONS AND FIXTURES
10.1 Alterations Im�rovements - Approval 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 wark in such connection shall be at Lessee's expense but by workmen of Lessor or
workmen and contractors approved in advance in writing by Lessor 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 labor 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.
10.2 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 properiy at the Leased Area and any alteration or
addition to the Leased Area (including wall-to-wall carpeting, paneling or other wall
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covering) and any other article attached or affi�ced to the floor, wall ar ceiling of the
Leased Area (any of which as stated above shall require Lessor's priar 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.
ll. ADDITIONAL OBLIGATIONS AND AGREEMENTS OF LESSEE.
11.1 The Lessee shall not e�ibit, 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 written consent of Lessor.
11.2 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.
11.3 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 written consent.
11.4 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 tetYnination of this Lease.
11.5 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.
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11.6 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.
11.7 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 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 benzine or any
explosive, radioactive materials or other articles deemed extra hazardous to life,
limb or property. The Lessee shall not use the Leased Area far any illegal or
immoral purposes. However, Lessee shall be allowed to bring and use a
refrigeratar and microwave for the use of its employees and invitees.
11.8 The Lessee shall cooperate fully with the Lessor to assure the effective operation
of the Building's air-conditioning system, including the closing of Venetian
blinds and drapes.
11.9 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.
11.10 Lessee shall not use, keep or permit to be used or kept any foul or noxious gas or
substance in the Leased Area, or pernlit 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, unless required
by law.
11.11 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. For any default or
carelessness Lessee shall make good all injuries or losses sustained by other
Lessees or occupants of the Building or Lessor.
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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.
12. INSURANCE.
12.1. Types of Coverage and Limits.
Lessee shall procure and maintain at all times, in full farce and effect, a
policy or policies of insurance as specified in this Section 12, naming the City of
Fort Worth as an additional insured and covering all risks related to the leasing, use,
occupancy, maintenance, existence or location of the Area. Lessee shall obtain the
following insurance coverage on an occurrence basis and at the limits specified
herein:
• Pro er :
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
12.2. Adiustments to Required Coverage 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 accordingly comply with such new requirements within thirhy (30)
days following notice to Lessee.
12.3. 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 expirarion 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.
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12.4. Additional Requirements.
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, termination, non-renewal or amendment, shall be made without thirty
(30) days' prior written notice to Lessor.
13. FIRE OR OTHER CASUALTY
A. 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 ternunate 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.
B. 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 pernutted, 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 repair 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.
C. Notwithstanding the provisions of Subparagraphs A. and B. of this Paragraph
14, 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.
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14. IlVDEMNIFICATION.
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
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE UNDER THIS LEASE OR WITH THE LEASING,
MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE AREA,
EXCEPT TO THE EXTENT CAiISED BY THE NEGLIGENT ACTS OR OMISSIONS
OR INTENTIONAL MISCONDUCT OFLESSOR.
LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH,
TO ANYAND ALL PERSONS, OF ANYKIND OR CHARACTER, WHETHER REAL
OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS LEASE OR
WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE AREA, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF
LESSOR.
LESSEE ASSUMES ALL RESPONSIBILITYAND AGREES TO PAYLESSOR
FOR ANY AND ALL INJURY OR DAMAGE TO LESSOR'S PROPERTY WHICH
ARISES OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR
OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, PATRONS OR
TRESPASSERS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS
OR OMISSIONS OR INTENTIONAL MISCONDUCT OFLESSOR.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR
ITS PROPERTY. LESSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY
PERSON ON THE AREA OR FOR HAItM TO ANY PROPERTY WHICH BELONGS
TO LESSEE, ITS OFFICERS, AGENTS, SERV�4IVTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES OR PATRONS,
AND WHICHMAYBE STOLEN, DESTROYED OR INANY WAYDAMAGED; AND
LESSEE HEREBY INDEMNIFIES AND HOLDS HARMLESS LESSOR, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY
AND ALL SUCH CLAIMS, EXCEPT TO THE EXTENT CAUSED SOLEY BY THE
NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF
LESSOR.
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15. ASSIGNMENT AND SUBLETTING.
15. L In General.
Lessee shall not assign, sell, convey, sublease or transfer any of its rights,
privileges, duties obligations or interests granted by this Lease without the
advance written consent of Lessor, and any such attempt without the advanced
written consent shall be void.
15 2 Conditions of A�proved 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 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.
16. DEFAULT AND REMEDIES
A. Lessor shall provide written notice to Lessee of any failure to comply with any
term of this Lease. Lessee shall then have 30 days after receipt of such notice to
cure the default or breach. If, after 30 days after delivery of notice by Lessor to
Lessee, the default or breach has not been corrected, then Lessor shall have the
right without further notice to Lessee to declare this Lease ternunated. If this
Lease is terminated by Lessor, all rights of Lessee shall cease and Lessee shall
vacate the Premises within 10 days and return the Premises to its original
condition. Lessee shall make no claim of any kind against Lessor for the
termination. Any properiy of Lessee not removed within 10 days, at Lessor's
election, may be retained and disposed of by Lessor.
B. Lessee agrees that if this Lease is ternunated for any reason, Lessor shall have the
right to enter upon and take possession of the Premises; and Lessee shall deliver
immediate possession of the Premises to Lessor; and if Lessee shall fail or refuse
to deliver immediate possession upon termination, then Lessor shall have the
right to expel and remove there from forcibly, if necessary, Lessee, its agents,
servants, employees, contractors, subcontractors, licensees, or invitees, as well as
Lessee's property; and in such event Lessor shall not be guilty of trespass and
shall incur no liability as a result of such removal. Nothing in this paragraph shall
be construed to prevent Lessee from removing within 10 days following any
termination of this Lease any property Lessee has placed or erected on the
Premises.
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C. The acceptance by Lessor of fees for any periods after Lessee's default shall not
be deemed a waiver of any of Lessor's rights to cancel this Lease for Lessee's
breach. No waiver of default by Lessor of any of the terms of this Lease to be
observed by Lessee shall be construed to be a waiver of any subsequent default
by Lessee of any of the terms of this Lease.
17. LIENS.
17.1. Liens by Lessee.
Lessee acknowledges that it has no authority to engage in any act
or to make any contract which may create or be the foundation for any lien
upon the properiy 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 thiriy (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 tei7ninate this Lease
immediately. However, Lessee's financial obligation to Lessor to liquidate
and discharge such lien shall continue in effect following ternunation of
this Lease and until such a time as the lien is discharged.
17.2 Lessor's Lien.
IN ADDITION TO ANY APPLICABLE STATUTORY LESSOR'S
LIEN, LESSEE GRANTS TO LESSOR, IN ORDER TO SECURE
PERFORMANCE BY LESSEE OF ITS OBLIGATIONS UNDER THIS
LEASE, A SECURITY INTEREST IN ALL GOODS, INVENTORY,
EQUIPMENT, FIXTURES, FURNITURE, IMPROVEMENTS, CHATTEL
PAPER, ACCOUNTS AND GENERAL INTANGIBLES, AND OTHER
PERSONAL PROPERTY OF LESSEE NOW OR HEREAFTER SITUATED
ON OR IN THE AREA OR OTHERWISE RELATING TO LESSEE'S USE
OF THE AREA, AND ALL PROCEEDS THEREFROM (THE
"COLLATERAL'). IF LESSOR TERMINATES THIS LEASE FOR A
FAILURE BY LESSEE TO PAY LESSOR RENT OR FOR ANY OTHER
BREACH OR DEFAULT BY LESSEE, LESSOR MAY, IN ADDITION TO
ALL OTHER REMEDIES, WITHOUT NOTICE OR DEMAND EXCEPT AS
PROVIDED BELOW, EXERCISE THE RIGHTS AFFORDED A SECURED
PARTY UNDER THE TEXAS UNIFORM COMMERCIAL CODE ("UCC').
IN CONNECTION WITH ANY PUBLIC OR PRIVATE SALE UNDER THE
UCC, LESSOR SHALL GIVE LESSEE FIVE CALENDAR DAYS' PRIOR
WRITTEN NOTICE OF THE TIME AND PLACE OF ANY PUBLIC SALE
OF THE COLLATERAL OR OF THE TIME AFTER WHICHANYPRIVATE
SALE OR OTHER INTENDED DISPOSITION THEREOF IS TO BE MADE,
WHICH IS AGREED TO BE A REASONABLE NOTICE OF SUCH SALE
OR DISPOSITION.
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18. 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 permit 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
Deparhnents. If Lessor notifies Lessee or any of its officers, agents, employees, contractors,
subcontractars, licensees or invitees of any violation of such laws, ordinances, rules or
regulations, Lessee shall immediately desist from and correct the violation.
19. NON-DISCRINIINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as
part of the consideration herein, agrees as a covenant nuuung 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 far itself, its personal representatives, successors in interest and
assigns that no person shall be excluded from the provision of any services on or in the
construction of any improvements or alterations to the Area on grounds of race, color,
national origin, religion, handicap, sex, sexual orientation or familial status.
Lessee agrees to fiu�ish its accommodations and to price its goods and services on a
fair and equal basis to all persons.
If any claifn arises from an alleged violation of this non-discrifnination covenant
by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to
indemnify Lessor and hold Lessor harmless.
20. LICENSES AND PERNIITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its business.
21. NO WAIVER.
The failure of Lessor to insist upon Lessee's 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.
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22. 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.
23. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remauung provisions shall not in any way be
affected or impaired.
24. 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 ar omission
of performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance or regulation,
acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material
or labor restrictions by any govemmental authority, transportation problems and/or any
other cause beyond the reasonable control of the parties.
25. HOLDOVER.
Any possession of the Leased Premises by Lessee after the date of expiration or
termination of the Lease shall be deemed to be a month-to-month tenancy at sufferance,
ternunable by either party upon 30 days written notice.
26. 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.
27. ENTIRETY OF AGREEMENT.
This written instrument, including any docutnents 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 priar or contemporaneous
oral or written agreement is hereby declared null and void to the extent in conflict with any
provisions of this Lease. The terms and conditions of this Lease shall not be amended
unless agreed to in writing
and signed by both parties.
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IN WITN SS WHEREOF, the parties hereto have executed this Lease in
multiples this �ay of 1, ` , 2007 .
[SIGNATURES FOLLOW]
LESSOR
City of Fort Worth
/ f /��
�J �,
By: � '--k` -� c.� ��;
}�,,,,,� Dale Fisseler �'
s���/Y• AssistantCit��Manager
:�.'�.•'/� �`_{b�s l�iil�iCif�ilit7lci��7�f-c���J �
LESSEE � '*;j�� �*" MY COMMISSION EXPIRES
OmniTherm, Inc. �-'�'•' `'�° NoVemb0r24,2008
-,�. •....�,:
� �E �ii� �
? RiaSaL +tFl1Y�D�:-•`
BY: / , ' ��- ���
W. Ja Masters
President
ATTEST: , , � -� �i
' �� � l � I t �,
I ' .�-��.� �1 G�'�'� �.�%
I � � ( �,,t��..., ,
Marty Hendrix � � �
City Secretary
APPROV�� AS TO FORM AND LEGALITY:
%
�
CitylAttorne or Hi esignee
Date:
M& C Number: � OL� d-UZ �
STATE OF TEXAS
COUN"I'Y OF TARRANT
Contract Number. O�o�—�
BEFORE ME, the undersi ed authority, a Notary Public in and for the State of Texas, on this day
peisonally appeared j�(�/ ��� 4S [,- � L' �� imown to me to be the person whose name
is subscribed to the'foregoing instrument, and aclmowledged to me that the same was the act of
�� � iJ ��� �P(/�Q_ %/,(J�j�� %j�nd that he executed the same as the act of ���F ��(%�;r�;��7v,. T� f
for the pucposes and constderarion therein expressed and in the capacity therein stated.
�G�N UNDER MY HAND AND SEAL OF OFFICE this .�%� day of
��_, 200 �l.
/�� / �1. .� ����c�
Notary Public in and for the State of Texas
L;d��ata�►,a.a�sr
STATE OF TEXAS § ANA L. BRISENO
��, Notary PuWic, Stat� of Tazas
couNrY oF TaxRnrrT § MY Commission Expires
March 07, 2011
BEFORE ME, the}� dersigned dio�P a Notary Pu ic in an or t e te o a, o t" y
peisonally appeared� ),..�Cc'�!� `��y`11�.�-� , la�own to me to be the person whose name
is subscribed to the fo o'n � strument, and aclaiowledged to me that the s e was the act of th �y
��•��,��,(`y�/������� and that he executed the same as the act of the�f 6 .:�i � �C,/ �����
for the purpases and consideration therein expressed and in the capacity therein stated.
��^ �,I, OF OFFICE thi�`�� day of
�ATHEY MARIE KARNES
MY COMMISSION EXPIFiES
November 24, 2QDa
Notary Publ;c�i�and for the State�of Texas
Page 17
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F-rom: lexas Hmerican Insurers lo: ti1l-:i:i1-ti4(i5 Nage: Li1 uate::�l:�uiluu/ 1:L�:u'I Nlvl
�CQ,��?,. ��fiTIFICAT� QF L.I��ILf�"Y IN�IJRA.N�� OPID �j DATE{MMI��NYYY)
ar�TxE os 30 07
�RoouceR THIS CERTIFICATE IS ISSUED AS A MAT7EF2 OF INFORMATIO
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Texas Arnerican Insurers , Inc. HOLDER. THIS CERTIFICATE DOE5 NOT AMEND, EXTENQ OR
17Q1 Rive.r bti�n, Suite 408 ALTER THE C01lERAGE AFFORQED BY THE POLICIES BELOW
k'oxt Waz�tla T� 76107
Phone: 817-677-3101 Fax: 817-332-6916 INSURERS AFFORDING COVERAGE NAIC #
�r�suPeo irasutzeaa. National Lloyds
------------------------------------ ---------___
INSURER 8: �
Omnitherm, Inc. dba Zeno Tech INSURERC:
1120 S Frs Ste 123E � ^
'TY IPISURER U:
Fo r t Wo rth �X 7 610 4 -------------------------------- ----------
-------------
ItJSURER E:
COVERAGES
THE POLICIES ^G Ih:SURAt�10E LISTED 6EL0'J�1 HAVE BEEN ISSUED TO THE II`lSURED MAMED ABOVE FOR THE POLICY PERIOD IFJDICATED. NOTWITHSTRNDIfdG
Ahll' REGU!RFMEhJT, TERM rJR COtJDITIOft OF A�lY CONTRACT dR OTHER D�CUMENT WITH RFSPECT TO WHICH THIS CEP,TIFICATE MAY BE ISSUED dR
PIA.Y P�P.T,41N, THE II•lSURANCE AFFOP.DED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT T� ALL THE TERMS, EXCLUSIONS AND CONDffIONS OF SUCH
POLICIES. ACCREGATE LIMITS SHOWt� A�Y HAVE BEEN REDUCED 6Y PAID CLAIA45.
LTR �NSR Tl'PE OF IMSURANCE POLICY MUMBER. pATE MMIDp1YY j pATE IdMIp0/YY LRNTS
� �ENERAL LIA6ILITY � EACH (�CCURP.FIJCE $ S� OOO � OO D
� 6u�,acero penrEu _ � a 100
A � X�GO•'Ah!EftCrILGENERALL1A81Lfll' GLBOOiFi�7O1 IO�QO�Q6 � Zf1�`,ZQ�O% pREFAISES(Eaocc�uen:e) ����
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GESCRtFTION OF OPERATIONS 7 LOCATIOIJS ! YEHICLES 1 EXCWSIONS AD�ED BY ENDORSEMENT I SPECIAL FROVISIONS
CERTIFICATE HOLDER IS LI5TED AS ADDITIONAL INSURED.
C:tK! II'IC:H I t 1'iVLVtFC
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1150 S . FREEWAY REPRE5ENTATNES.
FORT WURTH TX 76104 AUTHpRIZEPREPRE5EN7ATIVE
Frank Shannon
ACORD 25 (2001/08) � AGORD CORPORATION 19i
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City of Fort Worth, Texas
Mayor and Council Communication
�� COUNCIL ACTION: Approved on 7118/2006
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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
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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 Enfrepreneur 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 (ocated 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 Cify Manager to execute lease
agreements with Tech Fort Worth tenants. On December 7, 2004, (M&C G-14600) auihorized 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 thai 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.
Logname: 17GU1NNCAMPUS Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
. s_. . � . - � � - _ _ .� ts -��, -_ _ -.v __ � _ _� ____ ._ . _ .�__ « �_� ... ._� s _���:�
COUNCIL ACTION: Approved on 1/24/2006
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DATE: Tuesday, January 24, 2006
LOG NAME: 17TFWLEASEAMEND
REFERENCE NO.: **C-21261
SUBJECT:
Authorize Execution of Lease Agreements with Tech Fort Worth Tenants
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RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute lease agreements with Tech
Fort Worth tenants to occupy Tech Fort Worth, formerly the gymnasium at the historic James E. Guinn
School.
DISCUSSION:
On March 1, 2005, (M&C G-14692) City Council authorized the City Manager to approve lease agreements
with tenants to occupy Tech Fort Worth, formerly the gymnasium on the historic James E. Guinn School
campus. The final paragraph of the M&C quoted average monthly lease rates and acceptable short-term
monthly lease rates. The word monthly was a typographical error. The paragraph should have read as
follows:
"The average rent rate in the building is $13.25/square foot annuallv. A limited amount of space may be
leased for short terms for as low as $6 per square foot annuallv. Any company receiving this rate will be
qualified by financial statements. Such statements will be received by Tech Fort Worth staff regularly and
the lease rate will be adjusted toward market level as the company is abfe to support it."
Approval of this M&C amends the agreements to reflect the correct terms.
Tech Fort Worth is located in COUNCIL DISTRICT 8.
FISCAL 16VFORMATION/CERTIFICATION:
The Finance Director certifies that the Economic and Community Development Department will be
responsible for the collection and deposit of funds due the City under the lease agreements.
TO Fund/Account/Centers
R106 442000 017106005000-78%
R106 442010 017206005000-22%
o.00
0.00
FROM Fund/Account/Centers
Submitted for City Manager's Office bv: Dale Fisseler (6140)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Dorothy Wing (212-2665)
Lognaine: 17TFWLEASEAMEND Page 1 of 1