HomeMy WebLinkAboutContract 53850 CITY A SEICRETARY
CONTRACT NO.
SECOND AGREEMENT BETWEEN CITY OF FORT WORTH AND
ACCELERATE DFW FOUNDATION INC. FORMALLY KNOWN AS THE BAC
EDUCATION FOUNDATION FOR
LEASE OF GUINN ELEMENTARY SCHOOL BUILDING
AND OPERATION OF BUSINESS ACCELERATOR
This agreement (hereinafter referred to as "Agreement") is entered into by and between the City
of Fort Worth, acting by and through Jesus Chapa, its duly authorized Assistant City Manager,
hereinafter called "City", and Accelerate DFW Foundation Inc. formally known as the Fort Worth
Business Assistance Center Education Foundation, Inc., a Texas non-profit corporation, acting by
and through Justin L. Malone, its duly authorized Chairman of the Board, hereinafter called
"Foundation".
WHEREAS, City is the owner of the former Guinn Elementary School Building, located
at the Guinn School Complex at 600 East Rosedale, Fort Worth, Texas;
WHEREAS,City desires to lease to Foundation,and Foundation desires to lease from City,
the Guinn Elementary School Building for the purpose of operating a business accelerator;
WHEREAS, business accelerators are used as a successful mechanism to start, assist and
scale businesses and increase the probability that businesses will succeed, which, in turn, creates
jobs and contributes to economic growth;
WHEREAS, Foundation is a non-profit supporter of the Fort Worth Business Assistance
Center("BAC"),which is operated by the City and is located in the former Guinn Middle School
Building;
WHEREAS, Foundation supports the mission of the BAC, is a non-profit corporation that
can seek and obtain corporate sponsorships, and represents a public-private partnership with the
City as reflected by its Board of Directors, which consists of major corporate representatives and
small business owners who possess a broad range of business expertise and experience;
WHEREAS, because Foundation already supports the mission of the BAC, provides
business expertise and experience, has extensive history with supporting the mission of the BAC
and is able to seek private sector sponsorships and other funding sources, it is uniquely positioned
to manage and operate the proposed business accelerator.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits, and subject to the terms and conditions
hereinafter stated, the parties understand and agree as follows:
1. PREMISES AND TERM
Section 1.1 Premises. In consideration of a $1.00 annual lease fee and under the terms
included herein and the commitments made herein by Foundation and City, City leases to
Lease and Operating Agreement with Accelerate DFW Foundation,Inc. OFFICIAL RECORD
Page 1 of 14 CITY SECRETARY
FT. WORTH, il'
Foundation and Foundation takes from City the following property, collectively referred to in this
Lease as the "Premises":
(a) the building known as the Guinn Elementary School Building, located at 600 East
Rosedale, Fort Worth, Texas, and more specifically depicted in the attached and incorporated
Exhibit "A"; and
(b) all the equipment, fixtures, furnishings, design, decor, decorations, installations,
appurtenances, and personal property that has been placed, installed, and erected in said building
by City or Foundation.
Section 1.2 Term. The term of this Agreement will be effective April 1, 2020 and will
end March 31, 2022, unless otherwise renewed or terminated pursuant to the terms hereof.
This Agreement may be renewed, upon sixty (60) days' notice from Foundation to City,
for successive terms of one year each up to a maximum of two successive one-year terns, subject
to the termination provisions of this Agreement. Four months prior to any renewal of this
Agreement, the Foundation shall provide to the City a report outlining the use of and services
provided by the Foundation under the terms of this Agreement. The terms of this Agreement shall
continue to govern and control the relationship of the parties during the renewal periods.
2. CONDITION OF PREMISES
Section 2.1 As-Is. Foundation agrees that they are taking the Premises in its current
"As Is" condition with no representations or warranties of any nature whatsoever by City.
Section 2.2 Surrender. Upon the expiration or termination of the Agreement,
Foundation shall surrender the Premises to City in the good and clean condition as received,normal
wear and tear excepted.
3. USE OF PREMISES
Section 3.1 Use of Premises. Foundation acknowledges that the use of the Premises is
as a Business Accelerator (hereinafter defined). Pursuant to this Agreement, Foundation is the
operator of the Business Accelerator, and therefore Foundation understands and agrees that the
failure to meet the requirements of the operation of the Business Accelerator is an event of default
and may result in termination if not cured as provided in Section 10. Foundation shall provide any
reports requested by City regarding the activities of Foundation relating to the Business
Accelerator.
Section 3.2 Non-Discrimination. In its use of the Premises and the operation of the
Business Accelerator, Foundation will not discriminate against any person because of race,
religion, color, sex, national origin, age, disability, familial status, gender expression, gender
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identity,or transgender, and will operate the Premises and the Business Accelerator thereon in full
compliance with all applicable local, state,and federal laws and regulations.
Section 3.3 General Use. Foundation will provide management services, and may enter
into rental agreements with businesses, entities, other organizations and individuals for use of the
Premises; provided,however, that any such agreements will be in accordance with and subject to
the terms and conditions of the Agreement. The Foundation shall furnish sufficient personnel to
conduct all its operations.
Section 3.4 Signs.Foundation may place on and in the Premises such signs as Foundation
deems necessary and proper in the conduct of Foundation's business; provided that all signage
shall conform to the sign code of the City of Fort Worth.
Section 3.5 No Hazardous or Toxic Substances. Under no circumstances during the
term of this Agreement will Foundation use or cause to be used on the Premises any hazardous or
toxic substances or materials, or store or dispose of any such substances or materials on the
Premises.
4. MAINTENANCE; IMPROVEMENTS
Section 4.1 Maintenance. (a) Except where otherwise expressly provided herein, City
agrees that it will, at its sole expense, perform as determined in City's discretion all upkeep,
maintenance and repair necessary to keep the Premises, and its operating systems, in good
condition and in compliance with all applicable codes and regulations.
(b) City will do all work and make all repairs necessary or advisable as determined in
City's discretion to keep the Premises from deteriorating in value or condition and to restore and
maintain the Premises in a good condition, normal wear and tear excepted.
(c) City will provide general grass mowing services on the premises, on a schedule it
deems appropriate to the season, in the manner such mowing is performed at other of City's
facilities.Foundation may perform additional landscaping and grounds keeping activities it deems
necessary. In addition, City shall maintain air filters.
Section 4.2 Liens. Foundation shall have no power to create any liens against the Premises
and shall indemnify City against any and all liens imposed or attempted to be imposed against the
Premises as a result of Foundation's actions. If any lien is created or filed against the Premises,
Foundation, at Foundation's sole cost and expense, shall have the lien discharged within 10 days
after the filing thereof, and Foundation's failure to discharge the lien shall constitute a breach of
the Agreement.
Section 4.3 Ordinances; Inspection. Foundation 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 Premises or any part thereof. Foundation further agrees to
maintain and police the area in order to keep the Premises in a clean safe and sanitary condition at
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all times and shall comply with all ordinances of the City of Fort Worth.The City's agents,servants
or employees shall be permitted by Foundation to make inspection of the Premises to ascertain
compliance with the terms and provisions of this Agreement.
Section 4.4 Improvements to Premises. City must review and approve any proposed
improvements, changes, or enhancements to the Premises ("Improvements"). All Improvements
must adhere to all applicable federal, state and local ordinances. Further, City may assign a
representative to oversee the construction or installation of the Improvements. Such representative
shall have final authority over any proposed work relative to its conformance with City
requirements. Any Improvements shall be at Foundation's sole cost and expense, unless City, in
advance,agrees in writing otherwise.
5. ASSIGNMENT; SUBLETTING
Section 5.1 Assignment of Agreement. Any assignment without the City's consent shall
be void.
Section 5.2. Subletting. Foundation may sublet portions of the Premises without City's
consent provided such uses are consistent with this Agreement and Foundation submits a copy of
the sublease to City within thirty (30) days of execution. Foundation will retain all rents for use
towards operation of the accelerator. The amount of rents collected shall be included in periodic
reports to the City.
Section 5.3. Sublessees. Foundation shall be responsible for developing procedures for
ensuring that potential sublessees conform to criteria and standards that are consistent with the
intent and use of a general business accelerator. Additionally,the Foundation shall ensure that its
potential tenants are not viable candidates for Tech Fort Worth,the technology-focused incubator
and that it does not compete with Tech Fort Worth. Foundation agrees that Foundation's general
business accelerator is intended to complement the Tech Fort Worth Incubator and not compete
with it. Further, all tenants shall present an image and behavior that is consistent with City
standards and applicable laws. The City, in the event that a sublessee is deemed unacceptable
(which is at the sole discretion of the City), may require the Foundation to not execute an initial
lease or to terminate,with acceptable notice, an existing sublease.
6. BASIC UTILITY SERVICES
City warrants that the Premises are served by electricity, water, gas, and sanitary sewer
utilities.All charges for utility services provided to the Premises shall be paid for by City.
7. BUSINESS ACCELERATOR
Section 7.1 Operations.
Section 7.1.1 Business Accelerator on Premises. Foundation shall be
responsible for developing and implementing the operation of a business accelerator at the
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Premises for the purpose of providing programs that give developing companies access to
mentorship, investors and other support that help them become stable, self-sufficient
businesses ("Business Accelerator"). Foundation shall have the ability, in full compliance
with all applicable local, state, and federal laws and regulations, to determine the
businesses assisted by Foundation.
Section 7.1.2 Personnel. Foundation shall be responsible for hiring appropriate
personnel required to effectively manage and operate the Business Accelerator. All
personnel who work on-site at the Premises shall be contracted service providers or
employees of Foundation, and the salary,wages, benefits shall be the sole responsibility of
Foundation. Foundation shall cooperate with City to address any reasonable objections of
City to Foundation's personnel.
Section 7.1.3 Meeting. Foundation shall meet periodically or as needed with
the City, at City's sole discretion, to discuss the Business Accelerator and any other
relevant matters.
Section 7.1.4 Liaison. City shall designate a primary liaison to the
Foundation to serve as its primary point of contact and for communication and discussion
of relevant matters. This designation shall be made in writing to Foundation, and may be
changed by City from time to time, at City's sole discretion.
Section 7.2 Funding.
Section 7.2.1 UNTHSC Grant. The City has entered into an agreement with the
University of North Texas Health Science Center (UNTHSC) for the purpose of funding
economic development,job creation and technology commercialization activities ("Grant
Agreement"). Conditioned upon the receipt of sufficient funds from UNTHSC pursuant to
the Grant Agreement, the City shall transfer to the Foundation a lump sum in the amount
of Fifty Thousand Dollars and 00/100 ($50,000.00) upon the execution of this Agreement.
Each year thereafter for so long as this Agreement is in effect, and conditioned on
receipt of sufficient funds from UNTHSC pursuant to the Grant Agreement, the City will
transfer Fifty Thousand Dollars and 00/100 ($50,000.00)to Foundation,to be dispersed in
two bi-annual installments in the amount of Twenty-five Thousand Dollars and 00/100
($25,000.00)beginning from June 2020. The funds transferred from the City to Foundation
under this Section 7.2.1 shall collectively be referred to herein as the"Grant Funds."
All installments of the Grant Funds shall be used by the Foundation for direct
expenses related to the Business Accelerator. Foundation shall be responsible for all costs
related to the Business Accelerator that are not covered by the Grant Funds. Foundation
shall pursue and retain private sector sponsorships and other funding sources for the
Business Accelerator costs.
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Section 7.2.2 Reports. Foundation shall provide quarterly general reports and an
annual report to the City,in the format and containing all information specified by the City.
Such reports shall include, but not be limited to, the number of companies in the
accelerator, terms and duration of subleases, basic client company information, entrance
and exit criteria, training and support services provided or referred, number of companies
graduated,jobs created,jobs retained,financial information regarding operations,and other
reasonable information determined in City's sole discretion.
Foundation shall also provide to City detailed quarterly reports on the expenditure
of the Grant Funds, as well as provide to City any documentation and records reasonably
required to verify expenditure of Grant Funds.
Section 7.3 Audit. City and Foundation agree that,until the expiration of three(3)years
after the termination of this Agreement, City shall have access to and the right to examine any
directly pertinent books, documents,papers, subleases, agreements and records of the Foundation
involving transactions relating to this Contract. City reserves the right to perform an audit of
Foundation's operations and finances pertaining to this Agreement at any time during the term of
this Contract. Foundation agrees to allow access to all pertinent materials. If such audit reveals a
questioned practice or expenditure, such questions must be resolved within 15 business days after
notice to Foundation of such questioned practice or expenditure. If questions are not resolved
within this period, City reserves the right to withhold further funding under this and/or future
contract(s)with Foundation. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT
FOUNDATION HAS FALSIFIED ANY DOCUMENTATION OR MISUSED,
MISAPPLIED OR MISAPPROPRIATED GRANT FUNDS OR SPENT GRANT FUNDS
ON ANY INELIGIBLE EXPENDITURES, FOUNDATION AGREES TO REIMBURSE
CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS,
PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BECAUSE OF SUCH
ACTIONS.
8. INDEMNITY AND INSURANCE; INDEPENDENT CONTRACTOR
Section 8.1 Indemnification. FOUNDATION COVENANTS AND AGREES TO
INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY,ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR
SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,
INCLUDING DEATH, OF WHATSOEVER KIND OR CHARACTER;ARISING OUT OF
OR ALLEGED TO ARISE OUT OF OR IN CONNECTION WITH, DIRECTLY OR
INDIRECTLY, THE LEASING, OCCUPANCY, USE, CONDITION AND/OR
MAINTENANCE OF THE PREMISES AND ANY AND ALL ACTIVITIES CONDUCTED
THEREON, OR IN CONNECTION WITH THE ACTS OR OMISSIONS OF
FOUNDATION, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS,SUBLESSEES,PATRONS,GUESTS,LICENSEES,INVITEES OR
TRESPASSERS OR IN CONNECTION WITH THE SALE AND/OR CONSUMPTION OF
ANY FOOD,BEVERAGE,OR OTHER ITEM HEREUNDER; AND SHALL INDEMNIFY
AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY OR
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DAMAGE TO SAID PREMISES OR ANY OTHER PROPERTY OF CITY,ARISING OUT
OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE LEASING,
OCCUPANCY, USE, CONDITION AND/OR MAINTENANCE OF THE PREMISES.
Section 8.2. Liability Insurance. Foundation shall at all times during the term hereof,
maintain a Commercial General Liability Policy of insurance with limits not less than $1,000,000
per occurrence, combined single limit for bodily injury or death and property damage, $2,000,000
aggregate. Said policy shall include the City as an additional insured, as its interests may appear
(ATIMA). Foundation shall furnish to City 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 City. City may, at its option, also require Foundation 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 City.
Section 8.3. Insurance for Contents of Buildings. Foundation shall be responsible for
maintaining any policy of insurance that will insure against loss of property owned by Foundation
that is located on the Premises. Said insurance shall waive any right of subrogation in favor of
City.
Section 8.4.Fire and Extended Coverage: Boiler and Machinery Coverage. City shall
maintain a policy of fire and extended coverage insurance to cover the structures and mechanical
systems included in the Premises and those structures immediately adjacent thereto. Such
insurance policies shall be for full replacement value. Said insurance shall waive any right of
subrogation in favor of Foundation.
Section 8.5. Hazardous Use. Foundation will not permit the 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 Premises and to store its property in such a manner as to minimize
risk of loss by casualty, it being acknowledged that the use of the Premises in the proper and
ordinary conduct of Foundation's business for the purposes set forth herein shall not be considered
in violation of this Section.
Section 8.6 Independent Contractor. It is expressly understood and agreed that
Foundation shall perform its obligations and responsibilities hereunder as an independent
contractor and not as an officer, agent, representative or employee of the City; that Foundation
shall have exclusive control of and the exclusive right to control the details of its obligations and
responsibilities and all persons performing same; that Foundation shall be solely responsible for
the acts or omissions of its officers, agents, employees or other persons under its supervision,
management and control; that the doctrine of respondeat superior shall not apply as between City
and Foundation and that nothing herein shall be construed as creating a partnership or joint
enterprise between City and Foundation.
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9. CASUALTY EVENT
Section 9.1. Substantial Casualty.
(a) As used herein, the term "substantial casualty" shall mean (1) a fire, explosion,
flood, tornado or other casualty of like character, or (2) a structural defect in any part of the
Premises, or (3) any other act, condition or event, in any case not due to the negligence or breach
of this Agreement by Foundation and resulting in needed repairs,replacement or other expenditure
to the Premises that would require more than sixty (60) days for completion.
(b) If the Premises are the subject of a substantial casualty, Foundation shall give
immediate notice to the City and to Foundation's casualty insurance provider. Foundation shall
follow all required procedures to file a claim(s) for the damage caused by the casualty event, and
shall assign any and all proceeds for damage to or replacement costs for the building on the
Premises to City received as a result of the casualty event. Foundation will have the option,
exercisable by written notice given to City within ninety (90) days after the occurrence of such
substantial casualty, to terminate this Agreement upon the date specified in said notice, said date
not to exceed one (1) year from the date of the substantial casualty. In such event, the Agreement
shall expire as of such date in the same manner as if the date specified in said notice were the date
herein originally specified for the expiration of the Agreement term and Foundation shall have no
obligation to make any expenditure in connection with such substantial casualty or the results
thereof, unless Foundation's continued occupancy requires such expenditure.
(c) If Foundation does not give notice as specified in Subsection (b) or waives its right to
terminate, City at its sole discretion may proceed to repair, restore, and rebuild the Premises to its
former condition within one hundred eighty (180) days from the date of such damage; provided,
however, that City will be under no obligation to expend any amount on rebuilding or repairing
the Premises in excess of the amount of insurance proceeds actually received by City.
(d) If City chooses not to rebuild or restore the Premises, the Agreement will terminate. Such
choice shall be made by written notice to Foundation within ninety (90) days after the occurrence
of such substantial casualty.
Section 9.2. Minor Casualty. The term "minor casualty" shall be defined in like manner
as "substantial casualty" in Section 9.1 except that the length of time for repairs, replacements or
other expenditures (the "needed repairs") to the Premises is less than sixty (60) days. If the
Premises are the subject of a minor casualty, Foundation shall give immediate notice to the City
and to Foundation's casualty insurance provider. Foundation shall follow all required procedures
to file a claim(s)for the damage caused by the casualty event,and shall assign any and all proceeds
for damage to or replacement costs for the building on the Premises to City received as a result of
the casualty event. If there are insurance proceeds available to the City in amounts sufficient to
cover the needed repairs, City will proceed with reasonable diligence to repair such damage. In the
event that insurance proceeds are not available or not sufficient to cover the needed repairs, City
shall have no obligation to make such repairs until either (1) it receives sufficient funds from
Foundation to cover the uninsured needed repairs or (2) Foundation agrees to make the needed
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repairs at its own expense. In any case, if such repairs are not completed within ninety(90) days
after the casualty, Foundation or City may terminate this Agreement.
10. DEFAULT AND TERMINATION.
10.1 DELETED BY AGREEMENT OF THE PARTIES.
10.2 Failure to Submit Reports. If Foundation fails to maintain all records and
documentation as required herein, or fails to submit any report or documentation required by this
Agreement, or if the submitted report or documentation is not in compliance with this Agreement
as determined by City,City will notify Foundation in writing and Foundation will have 15 calendar
days to cure the issue of non-compliance. If Foundation fails to cure within such time, City shall
have the right to terminate this Agreement effective immediately upon written notice of such intent
with no penalty or liability to City, and Foundation shall vacate the Premises immediately.
10.3 In General.
Subject to Section 10.2, and unless specifically provided otherwise in this Agreement,
Foundation shall be in default under this Agreement if Foundation breaches any term or condition
of this Agreement. In the event that such a breach remains uncured after 30 calendar days
following written notice by City (or such other notice period as may be specified herein), or if
Foundation has diligently and continuously attempted to cure following receipt of such written
notice but reasonably required more than 30 calendar days to cure, as determined by both parties
mutually and in good faith, City shall have the right to elect, in City's sole discretion, (i) to
terminate this Agreement effective immediately upon written notice of such intent to Foundation
or(ii)to pursue any other legal remedies available to City.
10.4 No Funds Disbursed while in Breach.
Foundation understands and agrees that no Grant Funds will be paid to Foundation until
all defaults are cured to the satisfaction of City.
10.5 Risthts of City Not Affected. Termination shall not affect or terminate any of the
existing rights of City against Foundation,or which may thereafter accrue because of such default,
and this provision shall be in addition to any and all other rights and remedies available to City
under the law. Such termination does not terminate any applicable provisions of this Agreement
that have been expressly noted as surviving the term or termination of this Agreement.
10.6 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a
breach of any term, covenant, or condition of this Agreement shall not operate as a waiver of any
subsequent breach of the same or any other term, covenant or condition hereof.
10.7 Termination for Cause.
10.7.1 City may terminate this Agreement in the event of Foundation's default,
inability, or failure to perform subject to notice, grace and cure periods. In the event City
terminates this Agreement for cause, all Grant Funds paid to but not expended by Foundation
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pursuant to this Agreement shall be immediately rescinded and Foundation shall have no further
right to such funds and any Grant Funds already paid to Foundation must be repaid to City within
30 days of termination. Failure to repay such Grant Funds will result in City exercising all legal
remedies available to City under this Agreement.
10.7.2 Foundation may terminate this Agreement if City does not provide the Grant
Funds substantially in accordance with this Agreement.
10.8 Termination for Convenience. In addition to any other provisions of this
Agreement governing rights of termination, City or Foundation shall have the right at any time
during the term of this Agreement; for any reason, to terminate this Agreement on no less than
three(3)months'notice, by written notice to the other party. In the event of termination under this
Section, all Grant Funds paid to Foundation but unexpended by Foundation are subject to
repayment to City.
10.9 Dissolution of Foundation Terminates Agreement.
In the event Foundation is dissolved or ceases to exist, this Agreement shall terminate. In
the event of termination under this Section, all unexpended Grant Funds are subject to repayment
and/or City may exercise all of its remedies under this Agreement.
10.10 Vacation of Premises Upon Termination. In the event of termination of this
Agreement, Foundation shall vacate the Premises immediately.
11. 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 Foundation: AccelerateDFW Foundation-Chairman of the Board
1150 South Freeway, Building#600
Fort Worth, TX 76014
(b) If to City: City Manager
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
With a copy to: City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
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or at such other addresses or persons as Foundation or City, respectively, may designate in writing
by notice pursuant to this Section 11.
12. QUIET ENJOYMENT
Section 12.1. Quiet Enjoyment. City covenants that if and so long as Foundation
performs the terms, covenants, and conditions required on Foundation's part by this Agreement,
Foundation shall peaceably and quietly have, hold and enjoy the Premises for the term of this
Agreement, subject to the provisions of this Agreement.
Section 12.2. Title Warranty. City warrants and represents that City has good and
marketable title to the real property of which the Premises form a part, free and clear of all liens
and encumbrances.
13. MISCELLANEOUS PROVISIONS
Section 13.1. Written Modification. This Agreement cannot be changed or terminated
orally, but only by an instrument in writing signed by both parties.
Section 13.2. Access to Premises. City may enter the Premises at any reasonable time or
reasonable notice to Foundation for the purpose of inspection and to repair the Premises as required
herein.
Section 13.3.Captions. The captions in this Agreement are included for convenience only
and shall not be taken into consideration in any construction or interpretation of this Agreement or
any of its provisions.
Section 13.4. Partial Invalidity. If any provision of this Agreement, or the application
thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the
remainder of this Agreement, 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 Agreement shall be valid and shall be enforced to the fullest
extent permitted by law. It is further the intention of City and Foundation that if any provision of
this Agreement 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.
Section 13.4. Waiver of Immunity. If Foundation is a charitable association,corporation,
entity, or individual enterprise, has or claims an immunity or exemption (statutory or otherwise)
from and against liability for damage or injury to persons or property,Foundation hereby expressly
waives its rights to plead defensively such immunity or exemption as against City.
Section 13.5. Removal of Personal Property. Upon termination of this Agreement for
any reason, Foundation shall have the right to remove from the Premises all personal property of
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Foundation, but may not remove improvements,alterations, or fixtures which may not be removed
without structural damage to the Premises.
Section 13.6. Venue. Venue of any action brought under this Agreement shall be in state
courts located in Tarrant County, Texas or the United States District Court for the Northern District
of Texas, Fort Worth Division.
Section 13.7. Entire Agreement. This Agreement constitutes the entire agreement of the
City and Foundation and it supersedes any prior oral or written agreements concerning the
Premises.
[SIGNATURES ON FOLLOWING PAGE.]
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This Agreement is executed by the parties to be effective as of January 1, 2020 ("Effective Date").
CITY: FOUNDATION:
CITY OF FORT WORTH ACCELERATE DFW FOUNDATION,
INC., a Texas non-profit corporation
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Jews Chapa V (/�/ :Justin L.Malona(Apr 16,2020)
8 Name: Justin L. Malone
Assistant City Manager �; `
Title: Chairman of the Board of Directors
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ATTEST Apr 20,2020
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APPROVED AS TO FORM AND 1295: a ca-S i i a-)o
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Assistant City Attorney
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee
Title Director
®FFEUAL BEFORE
Lease and Operating Agreement with Accelerate DFW Foundation,Inc. CITY SECRETARY
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F`. WORTH,T.
Signature: L2ge1v GGUNaIV Signature: �e—TGLr�
Leann Guzman(Apr 23,2020) Jesus J.Chapa(Apr23,2020)
Email: leann.guzman@fortworthtexas.gov Email: jesus.chapa@fortworthtexas.gov
Signature:
Email: Mary.Kayser@fortworthtexas.gov
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,`�`X
Exhibit "A"
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Lease and Operating Agreement with Accelerate DFW Foundation,Inc.
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4/29/2020 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTTII
DATE: 3/24/2020 REFERENCE M&C 20- LOG NAME: 17SECOND BAC LEASE &
NO.: 0196 OPERATING AGREEMENT
CODE: L TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT. Authorize Lease and Operating Agreement with the AccelerateDFW Foundation, Inc.
Formerly Known As the BAC Education Foundation, Inc., for a Business Accelerator at
the Former Guinn Elementary School Building Located at 600 East Rosedale (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a two-year Lease and Operating
Agreement with options to renew annually for two additional consecutive years with AccelerateDFW
Foundation, Inc. formally known as the BAC Education Foundation, Inc., in the amount of$1.00 per
year for rent and the amount of$50,000.00 transfered by the City to Accelerate DFW Foundation, Inc.
in University of North Texas Health Science Center grant funds, for the purpose of managing and
operating a business accelerator in the former Guinn Elementary School Building located at 600 East
Rosedale
DISCUSSION:
On June 2, 2015, (M&C L-15561) the City Council authorized the execution of a lease and operating
agreement with The BAC Education Foundation, Inc. (The Foundation) to operate a business
incubator at the former Guinn Elementary School Building located at 600 East Rosedale. Business
incubators are used as a successful mechanism to start, assist and stabilize businesses. They
increase the probability that businesses will succeed. Successful businesses, in-turn, create jobs and
contribute to economic growth, as demonstrated by the success of the technology-focused business
incubator, Tech Fort Worth, which is located in the former Guinn School Industrial Arts and
Gymnasium Building.
The City's component of the Fort Worth Business Assistance Center(BAC) is part of the Economic
Development Department. It is located in the former Guinn Middle School Building, along with other
business support organizations that provide business training, counseling and financing.Additionally,
The Foundation is a non-profit component to the BAC. The Foundation supports the mission of the
BAC and its non-profit status allows it to seek and obtain corporate sponsorships. The Foundation
represents a public/private partnership with the City as reflected by its Board of Directors, which
consists of major corporate representatives and small business owners who possess a broad range
of business expertise and experience.
The Foundation, along with the name change, has shifted thier model to a business accelerator. A
business accelerator is a program that gives developing companies access to mentorship, investors
and other support that can help them become stable, self-sufficient businesses. In addition to
mentorship and investment opportunities, a business accelerator gives growing companies access to
logistical and technical resources, shared office space, and connections to a network of peers whose
experience they can learn from.
Since the Foundation already supports the mission of the BAC, provides business expertise and
experience, has extensive history with supporting the mission of the BAC and is able to seek private
sector sponsorships and other funding sources, it is uniquely positioned to manage and operate the
business accelerator. To assist the Foundation in fulfilling its role to manage and operate the
accelerator, the City will lease the former Guinn Elementary School Building to the Foundation for
$1.00 per year for a three-year period with an option to renew annually for three additional
consecutive years for$1.00 per year.
The lease terms of the Agreement between the Foundation and the City are:
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The lease begins immediately upon execution of the Agreement and continues for two-years, with
two one-year renewal terms exercisable by the City;
The Foundation will use the leased building as a business accelerator and will sublease offices
within the facility to its clients to support their growth and development;
The Foundation will retain all sublease revenue generated by clients;
The City will cover building utilities, maintenance, security, janitorial, insurance and any taxes, if
any, imposed on the property using existing the University of North Texas Health Science Center
(UNTHSC) grant funds available; there will be no new impact to the general fund; and
Either party can terminate the lease for cause or convenience and shall provide a 90 day notice of
intent to terminate.
The operating terms of the Agreement between the Foundation and the City are:
The City will pay to the Foundation, contingent upon grant fund availability, a lump sum in the
amount of $50,000.00 in UNTHSC grant funds upon execution of the Agreement;
The City will pay $50,000.00 in UNTHSC grant funds each subsequent year to the Foundation, with
City Council approval through a Mayor and Council Communication and contingent upon grant fund
availability. The payment of UNTHSC grant funds will be dispersed in two bi-annual installments in
the amount of $25,000.00 beginning in June 2020;
The Foundation will pursue and retain private sector sponsorships and other funding sources
identified to help offset operating costs;
The Foundation shall be responsible for generating sufficient funds to cover the remaining costs of
operating the accelerator that will not be covered by the grant;
The Foundation shall provide quarterly reports and an annual report to the City regarding
accelerator operations and shall include relevant information requested by the City (e.g. number of
companies in the accelerator, terms and duration of subleases, basic client company information,
entrance and exit criteria, training and support services provided or referred, number of companies
graduated, jobs created, jobs retained, financial information regarding operations, and other
reasonable information determined by the City);
The Foundation shall be responsible for hiring appropriate personnel required to effectively manage
and operate the accelerator;
The City shall designate a primary liaison to the Foundation to serve as its primary point of contact
and for communication and discussion of relevant matters; and
The Foundation shall meet periodically or as needed with the City to discuss accelerator operations
and other relevant matters.
The operations of the Foundation are housed within the former Guinn Elementary School at 600 East
Rosedale, and is located in COUNCIL DISTRICT 8, but will serve Fort Worth residents in ALL
COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendations, funds are available in
the current operating budget, as appropriated, of the Grants Operating State Fund. The Economic
Development Department(and Financial Management Services) are responsible for the collection
and deposit of funds due to the City, and prior to an expenditure being incurred, the Economic
Development Department has the responsibility to validate the availability of funds.
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Submitted for City Manager's Office by_ Jay Chapa (5804)
Originating Department Head: Robert Sturns (2663)
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Additional Information Contact: Robert Sturns (2663)
ATTACHMENTS
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