HomeMy WebLinkAboutContract 37784TY SFC%RETARY ' I
OWi a'ACT NO, `t
LEASE AGREEMENT
This lease agreement ("Lease") is entered into by and between the City of Fort Worth,
acting by and through Tom Higgins, its duly authorized Assistant City Manager ("Lessor") and
Fort Worth Medtech Center, Inc., a Texas non-profit corporation doing business as TECH Fort
Worth ("Lessee").
RECITALS:
A. Lessee operates the business incubator known as TECH Fort Worth to promote
the growth of technology -based businesses in the City of Fort Worth. TECH Fort Worth
operates in the Leased Premises, as hereinafter defined.
B. Lessor and Lessee agree that Lessee's operations are beneficial to Lessor's
economic development and diversification efforts and therefore are a benefit to the citizens of the
City of Fort Worth,
WITNESSETH:
1. PREMISES, TERM AND RENT
Section 1.1 Leased Premises. Lessor leases to Lessee and Lessee takes from Lessor the
former gymnasium building in the complex known as the Guinn School Complex, with a street
address of 1120 South Freeway, Fort Worth, Texas, and as more particularly described on the
attached Exhibit A. as well as all the equipment, fixtures, furnishings, design, decor, decorations,
installations, appurtenances, and personal property, including those described on Exhibit
A(collectively, the "Leased Premises").
Section 1.2 Term. The primary term of this Lease will be for ten (10) years, beginning
effective October 25, 2008 and ending September 30, 2018. Thereafter, this Lease may be
renewed by Lessee for two (2) successive renewal terms of five (5) years each, from October 1,
2018 to September 30, 2023 and from October 1, 2023 to September 30, 2028. Lessee shall give
written notice of its intent to renew at least sixty (60) days prior to the end of the primary or first
renewal term.
Section 1.3 Rent. Lessee shall pay Lessor $1.00 annually as rent during the Term. In
addition, Lessee shall pay Lessor 22% of any and all rent revenue Lessee receives from its
sublessees in the Leased Premises. Payments will be due within 30 days after the end of each
calendar quarter based on rents collected during the calendar quarter just ended.
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Lessee covenants and agrees to accept the Leased Premises in their present condition,
Finds them suitable for the purposes intended; and further agrees that it is thoroughly familiar
with such condition by reason of a personal inspection and does not rely on any representations
by Lessor as to the condition of the premises or their suitability for the purposes intended.
3. USE; SIGNS; PARKING
Section 3.1. General Use. Lessee will use and occupy the Leased Premises as a business
incubator known as TECH Fort Worth to promote the growth of technology -based businesses in
the City of Fort Worth. In its use of the Leased Premises and the presentation of programs of
Lessee, Lessee will not discriminate against any person because of race, religion, color, sex,
national origin, age or disability and will operate the Leased Premises and the programs thereon
in full compliance with all applicable local, state, and federal laws and regulations.
Section. 3.2 Sites. Lessee may place on and in the Leased Premises such signs as
Lessee deems necessary and proper in the conduct of Lessee's business, provided that all signage
shall conform to the sign code of the City of Fort Worth.
Section. 3.3 Parking. Lessee, its subtenants and their invitees will have the non-
exclusive right to use for vehicular parking purposes the parking area of the Guinn School
Complex,
4. MAINTENANCE; .IMPROVEMENTS
Section 4.1 Maintenance. Lessee covenants and agrees that it will, at its sole expense,
perform routine maintenance and minor repairs necessary to keep the Leased Premises, and its
operating systems, in good condition and in compliance with all applicable codes and
regulations. Lessor shall perform certain regular maintenance and repair services that are listed
in the attached Exhibit `B." In addition, Lessor shall maintain, repair and replace when
necessary the roof, structural components and operating systems of the Leased Premises. Lessee
is not required by this Lease to make any expenditure that would reasonably be deemed a capital
improvement or expenditure that would not customarily be considered an ordinary operating
expense of Lessee.
Section 42 Improvements. Lessee covenants and agrees that it will not make or suffer
any waste of the Leased Premises, nor shall Lessee make any structural alterations to said Leased
Premises, except such alterations as may be first approved in writing by the City Manager,
whose approval shall not be unreasonably withheld. Any such alterations, if permitted by
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Lessor, shall be made at Lessee's sole expense and shall be done in a good and workmanlike
fashion approved by and acceptable to the Director of Transportation and Public Works of the
City of Fort Worth, and shall be in full compliance with all local, state and federal requirements.
In no event shall any person participating in any such alterations on the Leased Premises be
considered an officer, agent, servant, employee, contractor or subcontractor of the City of Fort
Worth. Any such alteration which is of a permanent nature and which cannot be removed
without structural damage shall become and be the property of the City of Fort Worth and shall
be surrendered as a part of the Leased Premises upon the expiration or termination of this Lease.
It is understood, however, that minor alterations and adjustments for which a City building
permit is not required may be made to the Leased Premises by the Lessee without the prior
written approval of the Lessor. Such minor alterations and adjustments shall be of the nature of,
but not necessarily limited to, realigning or otherwise changing bookshelves, display cases, and
non4oadbearing partitions and/or room dividers, painting, carpeting, and lighting fixtures.
Any structural alterations to the Leased Premises which are funded in whole or in part
with City funds shall be performed in compliance with all state competitive bid requirements and
City purchasing regulations, including without limitation, the Minority and Women Business
Enterprise policy. Nothing herein shall be construed as a commitment or appropriation of City
funds for any such structural alterations to the Leased Premises,
Section 4.3 Liens. LESSEE SHALL HAVE NO POWER TO CREATE ANY LIENS
AGAINST THE LEASED PREMISES AND SHALL INDEMNIFY LESSOR AGAINST ANY
AND ALL LIENS IMPOSED OR ATTEMPTED TO BE IMTOSED AGAINST THE LEASED
PREMISES AS A RESULT OF LESSEE'S ACTIONS.
Section 4.4 Ordinances; Inspection. Lessee covenants and agrees that neither it, nor its
officers, agents, employees, licensees, invitees or patrons shall make or suffer any unlawful,
improper or offensive use of the Leased Premises or any part thereof Lessee further agrees to
maintain and police the interior of the Leased Premises in order to keep the Leased Premises in a
clean, safe and sanitary condition at all times and shall comply with all ordinances of the City of
Fort Worth. Lessor's agents, servants or employees shall be permitted by Lessee to make
inspection of the Leased Premises, after reasonable notice to Lessee, and at reasonable times, to
ascertain compliance with the terms and provisions of this Lease.
5. ASSIGNMENT and SUBLEASE
Section 5.1. Assi�mnent of Lease b_y Lessee. Lessee shall not have the right to assign
this Lease.
Section 5.2. Assigmnent of Existing Leases by Lessor. Lessor shall assign all right and
interest to its existing leases with other parties that lease portions of the Leased Premises to the
Lessee, including the assignment of all deposits.
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Section 5.3. Sublease. Lessee shall not sublease the entire Leased Premises to any single
entity. Lessee may sublease portions of the Leased Premises to its clients, including technology.
based businesses, and in furtherance of Lessee's permitted use of the Premises as stated in
Section 3.1 above. Subleasing shall not release Lessee from the due, prompt, and punctual
performance of all the terms, covenants, and conditions contained in this Lease on its part to be
performed. Lessee shall make copies available to Lessor, upon Lessor's request, of all existing
sublease agreements after reasonable notice to Lessee, and at reasonable times. Lessee shall
sublease to any sublessee pursuant only to a written, fully executed sublease agreement which is
in effect and which term covers the possession dates of the subleased premises by the sublessee;
sublessees may not holdover from a previously existing sublease. No parry shall have
possession of any portion of the Leased Premises without a valid, written, fully executed
sublease. Sublessees shall not further assign or sublet the premises without Lessor's prior written
consent. Lessee agrees to require all of its sublesees to include substantially the same provisions
set forth on Exhibit "C", attached hereto and made apart hereof for all purposes. In addition, all
subleases shall contain a provision stating that in the event this Lease terminates, the sublease
may be assigned to Lessor and upon such assignment, sublessees shall attorn to Lessor.
6. BASIC UTILITY SERVICES
Section 6.1 Utilities. Lessor warrants that the Leased Premises are served by electricity,
water, gas, and sanitary sewer utilities. All charges for utility services provided to the Leased
Premises shall be paid for by Lessor.
7. INDEMNITY AND INSURANCE; INDEPENDENT CONTRACTOR
Section '7.1 Indemnification. LESSEE AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND THE LESSOR, ITS OFFICERS, AGENTS, AND EMPLOYEES
FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE
OR LOSS OR PERSONAL INJURY, INCLUDING DEATH, OF WHATSOEVER KIND OR
CHARACTER, ON A COMPARATIVE FAULT BASIS AND TO THE EXTENT ARISING
OUT OF, DIRECTLY OR INDIRECTLY, THE ACTS OR OMISSIONS OF LESSEE, ITS
OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
SUBLESSEES, PATRONS, GUESTS, LICENSEES, OR INVITEES IN CONNECTION WITH
THE LEASING, OCCUPANCY, USE, CONDITION OR MAINTENANCE OF THE LEASED
PREMISES AND ANY AND ALL ACTIVITIES CONDUCTED THEREON, OR IN
CONNECTION WITH THE SALE OR CONSUMPTION OF ANY FOOD, BEVERAGE, OR
OTHER ITEM HEREUNDER; AND SHALL INDEMNIFY AND HOLD HARMLESS
LESSOR FROM AND AGAINST ANY AND ALL INJURY OR DAMAGE TO SAID
LEASED PREMISES OR ANY OTHER PROPERTY OF LESSOR ARISING OUT OF,
DIRECTLY OR INDIRECTLY, THE LEASING, OCCUPANCY, USE, CONDITION OR
MAINTENANCE OF THE LEASED PREMISES,
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Section 1.2. Liability Insurance. Lessee shall at all times during the term hereof,
maintain a Commercial General Liability Policy of insurance with limits not less than
$1,000,000 per occurrence, combined single limit for bodily injury or death and property
damage, $2,000,000 aggregate. Coverage shall include but not be limited to the following:
premises/operations, independent contractors, products/completed operations, personal injury,
and contractual liability. Insurance shall be provided on an occurrence basis, and as
comprehensive as the current Insurance Services Office (ISO) policy. Said policy shall include
the Lessor as an additional insured, as its interests may appear. Lessee shall furnish to Lessor a
certificate of insurance verifying such coverage with a confirmation that such policy shall not be
subject to cancellation except upon thirty (30) days' prior written notice to Lessor. Lessor may,
at its option, also require Lessee to submit a copy of the policy or policies in effect as well as
proof of payment of premiums. Insurance must be carried with firms licensed to do business in
the State of Texas, and that have financial capability acceptable to Lessor.
Section 7.3. Insurance for Contents of Buildings. Lessee shall be responsible for
maintaining any policy of insurance which will insure against loss of property owned by Lessee
which is located on the Leased Premises. Said insurance shall waive any right of subrogation in
favor of Lessor.
Section 7.4. Fire and Extended Coverage: Boiler and Machinery Coverage. Lessor shall
maintain a policy of fire and extended coverage insurance and boiler and machinery coverage to
,over the structures and mechanical systems included in the Leased Premises. Such insurance
policies shall be for full replacement value. Said insurance shall waive any right of subrogation
in favor of Lessee.
Section 7.5, Hazardous Use. Lessee will not permit the Leased Premises to be used for
any purpose which would render the insurance thereon void or the insurance risk more hazardous
and will use its best efforts to use the Leased Premises and to store its property in such a manner
as to minimize risk of loss by casualty.
Section 7.6 Independent Contractor. It is expressly understood and agreed that Lessee
shall perform its obligations and responses hereunder as an independent contractor and not
as an officer, agent, representative or employee of the Lessor; that Lessee shall have exclusive
control of and the exclusive right to control the details of its obligations and responsibilities and
all persons performing same; that Lessee shall be solely responsible for the acts or omissions of
iIs officers, agents, employees or other persons under its supervision, management and control;
that the doctrine of respondent superior shall not apply as between Lessor and Lessee and that
nothing herein shall be construed as creating a partnership or joint enterprise between Lessor and
Lessee.
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8. Intentionally Omitted
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9. RECORDS -FEES
Section 9.1. Records. Lessee agrees to keep and maintain adequate books and records
showing its receipts of rents and deposits, required or permitted by this Lease.
The Leased Premises and the books and records shall be open to inspection or audit by
City at all reasonable times.
Section 9.2. F dingy. The parties acknowledge that under prior agreements, Lessee has
received from Lessor, certain funds for Lessee's operations. It is the intention of the parties that
future funding of this nature, if any, will be accomplished under separate arrangements between
the parties; and neither this Lease nor any other statements of intent obligate Lessor to provide to
Lessee funds for any purpose.
10. DEFAULT -REMEDIES
Section 10.1. Default Notice. Termination. If Lessee defaults in the performance of any
of the terms, covenants, or conditions of this lease, Lessor may give to Lessee written notice of
such default, and if Lessee does not cure such default within forty-five (45) days, after the giving
of such notice (or, if such default is of a nature that it cannot be completely cured within such
forty-five (45) days, if Lessee does not commence such curing within forty-five (45) days and
thereafter proceed with reasonable diligence and in good faith to cure such default), then Lessor
may terminate this lease on not less than thirty (30) days written notice to Lessee, and on the date
specified in said notice the term of this lease shall terminate, and Lessee shall then quit and
surrender the Leased Premises to Lessor. If this lease shall have been so terminated by Lessor,
Lessor may at any time thereafter resume possession of the Leased Premises by any lawful
means and remove Lessee and other occupants and their effects.
Lessee may elect at its sole discretion to terminate this Lease, by giving Lessor written notice not
less than ninety (90) days prior to the effective date of such termination.
11. CONTRACTING REQUIl2EMENTS .
Section 11.1. Minority and Women Business Enterprise Commitment. It is the policy of
the City of Fort Worth to involve minority and women business enterprises (MWBEs) in all
phases of its procurement practices and to provide them an equal opportunity to compete for
contracts for construction, provision of professional services, purchase of equipment and
supplies and provision of other services required by the City. Therefore, Lessee agrees in good
faith to make all reasonable efforts to include MWBEs in its procurement practices and to
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require similar good faith efforts on the part of its contractors so as to promote the maximum
feasible participation of MWBEs in the provision of goods and services hereunder.
12. NOTICES
Section 12.1. Notices. Any notice, demand, request, or other communication hereunder
given or made by either party to the other shall be in writing and shall be deemed to be duly
given if hand -delivered or if mailed by registered or certified mail in a postpaid envelope
addressed as follows:
(a) If to Lessee:
(b) If to Lessor
Chair, Board of Directors
TECH Fort Worth
1120 South Freeway
Fort Worth, Texas 76104
City Manager
City of Fort Worth
1)00 Throckmorton Street
Fort Worth, Texas 76102
or at such other addresses as Lessee or Lessor, respectively, may designate in writing by notice
pursuant to this Section 12.1.
13. MISCELLANEOUS PROVISIONS
Section 13.1. No Waiver. The failure of either party to insist on strict performance of
any term, covenant, or condition hereof, or to exercise any option herein contained, shall not be
construed as a waiver of such term, covenant, condition, or option in any other instance.
Section 13.2. Written Modification. This lease cannot be changed or terminated orally,
but only by an instrument in writing signed by both parties.
Section 13.3. Access to Premises. Lessor may enter the Leased Premises at any
reasonable time or reasonable notice to Lessee for the purpose of inspection and to repair Leased
Premises as required herein.
Section 13.4. Captions, The captions in this Lease are included for convenience only and
shall not be taken into consideration in any construction or interpretation of this Lease or any of
its provisions.
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Section 13.5. Partial Invalidity. If any provision of this Lease, or the application thereof
to any person or circumstances, shall to any extent be held invalid or unenforceable, the
A
emainder of this lease, or the application of such affected provision to persons or circumstances
other than those to which it is held invalid or unenforceable, shall not be affected thereby, and
each provision of this Lease shall be valid and shall be enforced to the fullest extent permitted by
law. It is further the intention of Lessor and Lessee that if any provision of this Lease is capable
of two constructions, one of which would render the provision void and other of which would
render the provision valid, then the provision shall have the meaning which renders it valid.
[SIGNATURES APPEAR ON FOLLOWING PAGE
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EXECUTED on this, the l l 0 day of , 2008.
LESSOR:
CITY OF FORT WORTH
ATTEST: M By:
City Se etary Tom Higgins, Ag;(isfant City Manager
APPROVED AS TO FORM AND LEGALITY:
LESSEE:
FORT WORTH MEDTECH CENTER, INC., a
Texas non-profit corporation doing business as
TECH FORT WORTH
B
• I/._-- l ,
Y
Vernon E. Rew, Jam/
Chair, Board of Directors
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EXHIBIT "A"
LEASER PREMISES
The following is a listing of equipment, fixtures, furnishings, design, decor, decorations,
installations, appurtenances, and personal property included in this Lease:
Reception room furniture, including credenza, return, pedestal, lateral file and storage
combo, wall mounted cabinet, and another lateral file cabinet
Office furniture currently located in suite 105 including desk, credenza, return, armoire,
bookshelf, and rolling worktable
Office furniture also currently located in suite 105 including desk and return
Stainless aluminum tables (2 square 24", 3 round 24", 2 square 30", and 3 square 32")
Two 37" LCD monitors mounted in the lobby
Cubicle partitions and desks currently in suite 205
Two 42" LCD monitors mounted in two conference rooms
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1. Janitorial services, the same or similar to that provided at the Fort Worth Business
Assistance Center
2. Pest control services, the same or similar to that provided at the Fort Worth Business
Assistance Center
3. Trash pickup, the same or similar to that provided at the Fort Worth Business Assistance
Center
4. Services related to fire alarms and prevention, including monitoring services, repairs and
maintenance of the fire alarm system, inspection and maintenance of fire extinguishers
and sprinklers, inspection and maintenance of fire line and back#low, and any
certifications required for any of the above
5. Security services, including monitoring and security guards for the exterior of the
building, walk-throughs and arming and disarming of the Lessee's alarm system by
Lessor's security guards upon request of Lessee, continued video surveillance and
provision of available video upon request by Lessee
5. Light bulb and ballast replacement
7. Inspections and maintenance of elevator
8. Inspections and maintenance of heating and air conditioning systems, including regular
replacement of filters
9. Maintenance of outside landscaping and irrigation
10. Glass and window repair
11. Plumbing repair
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EXHIBIT "C"
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in this Section, 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:
Fire and Extended Coverage on all improvements at full replacement cost limit;
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 thirty (30) days following
notice to Lessee.
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.
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
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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.
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
I
xtures 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, 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.
FNCLUDING DEATH, TO ANY DALL PERSONS,OF ANY KIAD OR
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UNDERISE OR "TH THE LEASING, MAINTENANCE, USE,
.. EMSTENCE OR L OCA TION OF THE AREA, EXCEPT To THE EXTENT
A USED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT
)FLESSOX
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LESSEEFS BUSINESS AND ANY RESULTVVG LOST PROFITS) AADIOR
INCLUDING DEATH, TO ANY tPERSONS,r , /
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR
CONNECTION OR FUTH THE LEASING, MAIINVITENANCE,
OCCUPANCY
., EXISTENCE OR LOCATION OF THE AREA, EXCEPT TO THE
CAUSED BYTHE NEGLIGENTACTS OR OMISSIONS OR INTENTIONAL MlSCOND
!LESSOR
110
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