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HomeMy WebLinkAboutContract 40287STATE OF TEXAS § COUNTY OF TARRANT § SUBLEASE AGREEMENT CITY SECRETARY CQNTRACT 140, - 0a g —1 THIS SUBLEASE AGREEMENT is made and entered into by and between the CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas, located in Tarrant, Denton, Parker and Wise Counties, Texas, (hereinafter referred to as the "City") and SENIOR NET OF FORT WORTH, a non-profit Texas entity, (hereinafter referred to as the "Sublessee"). I.�DCNYII\1f.� WHEREAS, Fort Worth Independent School District, a political subdivision of the State of Texas and a legally constituted Independent School District located within Tarrant County, Texas, is the owner of Thomas Place Recreation Center located at 4237 Lafayette Street in the City of Fort Worth, Texas, more particularly described on Exhibit "A" attached to this Sublease. WHEREAS, on May 16, 2000 (M&C L-12796) the Fort Worth Independent School District leased the Thomas Place Recreation Center and Park to the City. Said lease between Fort Worth Independent School District and the City provides in Section 12 that the neither party may assign or sublease its privileges without written permission of the other party. WHEREAS, on August 11, 2004, the F its Purchasing and Risk Management Director, Sublessee. �rt Worth Independent School District, through approved a sublease between the City and the WHEREAS, sublessee desires to lease a portion of the Leased Premises from City in order to provide computer and Internet training to senior czens. WHEREAS, City is willing to sublease a portion of the Thomas Place Recreation Center to Sublessee on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual covenants contained in this Sublease, City and Sublessee agree as follows: SECTION 1 SUBLEASED PREMISES 1.01 For and in consideration of the rental payments to be paid under this Sublease Agreement and the agreements of the parties expressed herein, City does hereby grant to sublessee the use of space located at the Thomas Place Community Center herein described as the "Subleased Premises" as follows. 1 OFFICIAL RECORD CITY SECRETARY FT WORTH, TX i 06-08-10 A08� 360 square feet of net usable space located at the Thomas Place Community Center, 4237 Lafayette Street, Fort Worth, Tarrant County, Texas, 76107 for the purpose of providing computer and Internet training to senior citizens. The City has provided off-street parking for 44 vehicles that includes two (2) parking spaces that meet applicable handicap accessibility requirements. Sublessee understands and agrees that the parking areas at the Community Center are not for the exclusive use of the Subleased Premises and that the City and/or patrons of the Community Center and/or Park may use the parking spaces at any time. 1.02 The City grants to Sublessee the use of a said portion of the Subleased Premises outside the Center's normal hours. Sublessee may use the said portion of the Subleased Premises between the hours of 8:00 a.m. and 8:00 p.m. as described in Exhibit A of this agreement. The Center will be closed and unavailable for use by the Sublessee on Sundays and on all regular City holidays. Except due to emergency circumstances, City agrees to notify Sublessee of any change in the hours of operation by providing Sublessee with written notice, at least five (5) working days prior to the change taking effect. City agrees to provide similar notice to Sublessee should the Subleased Premises not be available to the Sublessee due to special events, scheduled maintenance, or other non -emergency closures. If Sublessee requires access at times other than for emergencies and normal operating hours as set forth herein, Sublessee shall notify the City by providing City with written notice, at least five (5) working days prior to the needed change. Access by Sublessee to the Subleased Premises at times other than described in Exhibit A is within the discretion of the City. 1.03 Sublessee shall use the Subleased Premises solely for the purpose of providing computer and Internet classes to senior citizens from 8:00 a.m. to 8:00 p.m. as described in Exhibit A. Sublessee understands that the City is granting the Sublessee use of Subleased Premises outside the Center's normal hours. Center shall be locked and secure during all non -business hours and not be accessible to the general public during non -business hours, Sublessee and Sublessees registered class participants are permitted entrance outside of regular business hours ONLY DURING MORNING SESSIONS. Sublessee and Sublessees registered class participants shall NOT BE GRANTED USE OF THE CENTER OUTSIDE THE NORMAL CLOSE OF BUSINESS. The Sublessee shall ensure that all staff is knowledgeable and capable of disarming the alarm system at the Subleased Premises. Failure to properly disarm the system will result in a charge to the Sublessee for the charges incurred for Police response to a false alarm and will be considered a breach of the contract. City, in its discretion, may terminate the contract for failure to properly secure the premises and/or disarm the alarm. 1.04 If the Sublessee requests additional space during the term of this Sublease Agreement, City may, at its sole discretion and if space is available, furnish such space adjacent to the Subleased Premises, requested by the Sublessee at a usual and customary rental rate. The sublease term shall be amended to provide that the additional subleased space term shall be concurrent with the balance of the subleased period outlined by this Sublease Agreement. The City agrees to furnish all services provided in this Sublease Agreement to the additional space. 2 The sublease of additional space shall not be valid unless executed in writing and signed by both parties. SECTION 2 ANNUAL RENTAL FEE 2.01 As consideration for this Sublease Agreement, Sublessee covenants and agrees to pay to City, an annual rental fee of Two Hundred Forty Dollars and No/Cents ($240.00). The payments under this Sublease Agreement shall due and payable on or before the 1 st month of execution of this Sublease Agreement. The Sublessee shall make payment of this Sublease Agreement to the Parks and Community Services Department, ATTN: Sheri Endsley, 4200 South Freeway, Suite 2200, Fort Worth TX 76115. SECTION 3 TERM OF SUBLEASE 3.01 The primary term of this Sublease shall be for a period of 2 years commencing on the lst day January 2010 and ending on the 31st day of December 2011, subject to the lease agreement between Fort Worth Independent School District and the City. SECTION 4 RIGHT OF ACCESS 4.01 During the term of this Sublease Agreement, City or its agent shall have the right to enter upon the Subleased Premises during reasonable hours for the purpose of examining and inspecting the same and determining whether Sublessee has complied with all the terms and conditions of this Sublease Agreement. Except in the event of an emergency, City shall conduct inspections during Sublessee's ordinary business hours and shall use its best efforts to provide Sublessee at least two (2) hours notice prior to inspection. 4.02 During any inspection, City may perform any obligations that City is authorized or required to perform under the terms of this Sublease Agreement or pursuant to its governmental duties under federal state or local laws, rules or regulations. 4.03 Sublessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Sublessee and City will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. SECTION 5 TITLE AND CONSTRUCTION 5.01 The Subleased Premises are subject to any statement of facts which an accurate survey or physical inspection might show, all zoning, restrictions, regulations, rulings and ordinances, 3 building restrictions, and other laws and restrictions now in effect or hereafter adopted by any governmental authority having jurisdiction and are subleased in their present condition without representation or warranty by City. 5.02 Sublessee agrees that Sublessee has examined the Subleased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Subleased Premises. Sublessee's taking possession of the Subleased Premises shall be conclusive evidence of its receipt of the premises in a safe, sanitary, and good condition and repair, except for those conditions that the Sublessee provides City written notice of prior to the execution of this Agreement. Sublessee agrees that it is taking the Subleased Premises in their current "AS IS" condition, with no representations or warranties of any nature whatsoever by City (except as otherwise specifically provided for in this Sublease). SECTION 6 USE OF PREMISES; PERSONNEL, COMPLIANCE WITH LAW; EASEMENTS 6.01 Any use of the Subleased Premises is subject to the terms of the City's lease agreement with Fort Worth Independent School District, attached at Exhibit B. 6.02 Sublessee is granted and shall have the right to use and occupy the Subleased Premises as provided and limited in this Sublease Agreement for the purpose of providing computer and Internet classes to senior citizens, provided that such purpose complies with existing zoning of the Subleased Premises and the purposes stated under this Sublease Agreement, 6.03 Sublessee shall require all class participants and instructors to obtain a Fort Worth City Community Center Membership Card. The cards are available at the Subleased Premises or any Fort Worth City Community Center. If the participant or instructor already has an activity card, they will not be required to purchase a new one, but will be required to keep it updated and current when they use the Subleased Premises. Additionally, participants and instructors must swipe their membership card upon the arrival of City staff. 6.04 Sublessee shall not engage in any unlawful use of the Subleased Premises. Sublessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, subtenants, patrons, Sublessees or invitees to engage in any unlawful use of the Subleased Premises and Sublessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Subleased Premises by Sublessee shall constitute an immediate breach of this Sublease. 6.05 Sublessee will not do or suffer any waste to the Subleased Premises. Sublessee shall, at its cost and expense, comply with and cause the Subleased Premises to comply with: (i) all valid Federal, state, local, and other governmental laws, ordinances, rules, orders, and regulations affecting the Subleased Premises or a part thereof or the use thereof, and (ii) all rules, orders, and regulations of the National Board of Underwriters or other body exercising similar functions in connection with the prevention of fire or the correction of hazardous conditions which apply to the Subleased Premises. 0 6.06 Sublessee shall comply with the requirements of all policies of insurance which at any time may be in force with respect to the Subleased Premises and, to the extent that Sublessee has written notice thereof, with the provisions of any contracts, agreements, and restrictions affecting the Subleased Premises or a part thereof or the ownership, occupancy, or use thereof which shall have existed at the time of commencement of the Primary Term. 6.07 Sublessee shall be required to obtain formal written approval of the City to make major improvements to the demised premises, including, but not limited to, the addition of rooms and/or removing main walls. 6.08 Sublessee will comply with all federal, state, and local laws, statutes and all ordinances, charter provisions, rules and regulations of the City of Fort Worth; including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with this Sublease Agreement. 6.09 All City facilities are designated non-smoking areas. SeniorNet shall direct their staff and patrons to use designated smoking areas only. 6.10 If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, the City, in its sole discretion, may close or postpone the opening of the community centers in the interest of public safety. SECTION 7 TAXES AND OTHER CHARGES; UTILITIES; LIENS 7.01 Sublessee agrees to pay any and all taxes levied against the Leased Premises during the term of the Lease due to their occupancy or use thereof. 7.02 Sublessee shall remove and discharge promptly, at its cost and expense, all liens, encumbrances, and charges upon the Leased Premises or Lessee's leasehold interest which arise out of Lessee's or its Permitted Subtenant's possession, use, occupancy, maintenance, or repair of the Leased Premises or by reason of labor or materials furnished or claimed to have been furnished to Lessee or any of its Permitted Subtenants, but excluding liens, encumbrances, and charges caused or permitted to be caused by City, which shall be the sole responsibility of the City. 7.03 Sublessee's failure to discharge any such purported lien shall constitute a breach of this Lease and City may terminate this Lease upon thirty (30) days written notice. However, Lessee's Financial obligation to City to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 7.04 City shall pay all utilities, except for telephone and computer use and installation charges. 5 SECTION 8 MAINTENANCE 8.01 Sublessee shall keep and maintain the subleased Premises in a good, clean and sanitary condition at all times. Sublessee covenants and agrees that Sublessee will not make or suffer any waste of the Subleased Premises. Sublessee shall be responsible for all damages caused by Sublessee, its agents, servants, employees, contractors, subcontractors, subtenants, Sublessees, or invitees, and Sublessee agrees to fully repair or otherwise cure all such damages at Sublessee's sole cost and expense. The City shall determine whether any damage has been done, the amount of the damage, and the reasonable costs of repairing the damage. Any damage by the Sublessee or others incident to the exercise of privileges herein granted shall be repaired or replaced by the Sublessee to the reasonable satisfaction of the City within thirty (30) days of receipt of written notification from the City. 8.02 City shall pay all utilities, except for telephone and computer use charges related to the Sublessee's use of the Subleased Premises. 8.03 City will provide and pay for all janitorial costs related to the Subleased Premises. This will include stripping and waxing floors in the Subleased Premises one (1) time per year. This service is expected to take one day each occurrence to complete. 8.04 During the term of this Sublease Agreement, Sublessee shall notify the City in writing in reference thereto by registered mail of any conditions on the Subleased Premises that in its opinion, is not in reasonably good repair and condition, reasonable wear and tear excepted, and City, in its discretion, shall make all reasonable necessary repairs to Subleased premises. SECTION 9 IMPROVEMENTS, REPLACEMENTS, ADDITIONS, AND REMOVALS; LANDLORD'S LIEN Sublessee may bring on to the Subleased premises any equipment and improvements reasonably necessary to perform their business. 9.01 Sublessee will not do or permit to be done any injury or damage to any buildings or part thereof, or permit to be done anything which will damage or change the finish or appearance of the Subleased Premises or the furnishings thereof or any other property belonging to the City by the erection or removal of equipment or any other improvements, alterations or additions. No decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the Subleased Premises or fixtures of the City without the consent of the City. 9.02 Sublessee agrees that, except as otherwise expressly provided herein, all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Subleased Premises shall be used at Sublessee's sole risk or at the sole risk of those claiming under Sublessee. 0 9.03 Any signs necessary to indicate Sublessee's name, location, and purpose shall be prepared and installed at the sole cost of by the Sublessee in accordance with applicable rules and regulations of the City and in keeping with building decor. All signs shall provide a disclaimer that the City is not providing the services offered by the Sublessee. 9.04 City assumes no responsibility for any property placed on the Subleased Premises or any part thereof by the Sublessee, or any agent, officer and/or employee of the Sublessee. SECTION 10 INDEMNIFICATION 12.01 SUBLESSEE COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATERSOVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS SUBLEASE AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAM DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY; AND SUBLESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS SUBLEASE AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAM DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OF SUBCONTRACTORS OF CITY. SUBLESSEE LIKEWISE CONENNANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF SUBLESSEE, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, 7 BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTACTORS OR SUBCONTRACTORS OF CITY, 12.02 SUBLESSEE AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS SUBLEASE AGREEMENT, EVEN IF THE INJUR Y, DEATH, DAMAGE OR LOSS IS CA USED BY THE CITY'S SLOE OR CONCURRENT NEGLIGENCE. 12.03 SUBLESSEE SHALL REQUIRE ALL OF ITS SUBCOTRACTORS TO INCLUDE IN THEIR SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF THE CITY IN SUBSTANITALLY THE SAME FORM AS ABOVE, SECTION 11 INSURANCE REQUIREMENTS 11.01 Sublessee shall, prior to the execution of this Sublease Agreement, procure, pay for, and maintain during the term of this Sublease Agreement the following insurance written by companies approved by the State of Texas and acceptable to the City. The insurance shall be evidenced by delivery to City of executed certificates of insurance and/or certified copies of policies as determined by City. Sublessee covenants and agrees to obtain and keep in force during the term of this Sublease Agreement, Commercial General Liability Insurance, including Personal Injury Liability, Independent Contractor's Liability, and Contractual Liability covering, but not limited to, the liability assumed under the indemnification provisions of this Sublease Agreement, with limits of liability for Bodily Injury (including death) and Property Damage of not less than Five Hundred Thousand Dollars ($500,000). Coverage shall be a Combined Single limit Per Occurrence basis and the policy shall include Broad Form Property Damage Coverage with an insurance company satisfactory to the City. The City of Fort Worth and the Fort Worth Independent School District shall be named as an Additional Insured. 11.02 The insurance policy shall include the following: (1) The certificate of insurance shall document the City of Fort Worth, its' Officers, Employees and Volunteers as an "Additional Insured" on all liability policies. Exception... the additional insured requirement does not apply to Workers' Compensation policies (2) This insurance shall not be canceled, limited in scope or coverage, cancelled or non -renewed, until after thirty (30) days prior written notice has been given to the City of Fort Worth, a notice shall be given to City by certified mail; a ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the: Director PACSD City of Fort Worth, 4200 South Freeway Suite 2200 Fort Worth, Texas 761154499 (3) The certificate shall be signed by an agent authorized to bond coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide (4) All policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City of Fort Worth. (5) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers' compensation, all insurers must have a minimum rating of A-$ VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (6) If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. (7) Unless otherwise stated, all required insurance shall be written on the "occurrence basis". If coverage is underwritten on a claims -made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement and the certificate of insurance shall state that the coverage is claims -made and the retroactive date. The insurance coverage shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. (8) Policies shall have no exclusions by endorsements, which nullify the required lines of coverage, nor decrease the limits of said coverage's unless such endorsements are approved in writing by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the contractor/engineer to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. (9) Any self -insured retention (SIR), in excess of $25,000.00, affecting required insurance coverage shall be acceptable to and approved by the Risk Management Division of the City of Fort Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, must also be approved by Risk Management. (10) Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first -dollar basis, must be acceptable to and approved by the City's Risk Management Division (11) The City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverage's and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City of Fort Worth. The City shall be required to provide prior notice of ninety (days). (12) The City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions necessary to conform the policy and endorsements to the requirements of this contract. Deletions, revisions, or modifications shall not be required where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. (13) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. (14) The Commercial General Liability insurance policy shall have no exclusions by endorsements that have effect on the lines and limits of insurance required in this agreement, unless the City approves such exclusions. 11.03 Sublessee shall not do or permit to be done anything in or upon any portion of the Premises, or bring or keep anything therein or thereupon which will in any way conflict with the conditions of any insurance policy upon the Leased Premises or any part thereof, or in any way increase the rate of fire insurance upon the Leased Premises or on property kept therein, or in any way obstruct or interfere with the right of other tenants of the Leased Premises, or injure or annoy them. 11.04 The City may terminate this lease agreement immediately upon failure of the Sublessee to provide acceptable documentation of insurance as required by this Section. Certificates of insurance evidencing the above required insurance shall be presented to the City prior to execution of this lease agreement and annually by the expiration date shown on the insurance certificate. 11.05 Sublessee agrees that if it is a charitable organization, corporations, entity or individual enterprise having, claiming or entitled to any immunity, exemption (statutory or otherwise) or limitation from and against liability for damage or injury to property or persons under the provisions of the Charitable Immunity and Liability Act of 1987, C.P. R.C., § 84.001 et seq., or other applicable law, that Sublessee hereby expressly waives its right to assert or plead defensively any such immunity or limitation of liability as against 10 City. Copy of the documentation stating this organization's status is due annually to the address specified for Parks and Community Services in Paragraph 22 of this document. SECTION 12 CONDEMNATION 12.01 If the title to all or substantially all of the Leased Premises is taken by condemnation proceedings or any right of eminent domain, this Lease and all subleases will terminate on the date of such taking, and City shall be entitled to receive the proceeds resulting from such taking. Lessee and Permitted Subtenants waive any right to any compensation attributable to its leasehold interest in the Leased Premises. SECTION 13 SUBLETTING, ASSIGNING, AND MORTGAGING 13.01 Sublessee shall not assign its interest under this Sublease Agreement without receiving the written consent of City (which shall not be unreasonably withheld), but will thereafter remain liable for all obligations herein placed on Sublessee. Neither this Sublease Agreement nor the term demised hereby shall be mortgaged by Sublessee nor shall Sublessee mortgage or pledge the interests of Sublessee in and to any sub -sublessee or to rental payable thereunder. Any assignment without the consent of the City shall be void. 13.02 Sublessee may not sublet the Subleased Premises in whole or in part without the written consent of City. Any rental of the Subleased Premises without the consent of the City shall be void. 13.03 In the event Sublessee shall merge or consolidate with any other corporation or transfer all or substantially all of its business and assets to another corporation, which in any such case succeeds to all or substantially all of the business and assets of Sublessee, such successor corporation or entity may succeed to and be substituted for Sublessee with the same effect as if it had been named herein as Sublessee only by written consent of the City. SECTION 14 EVENTS OF DEFAULT BY SUBLESSEE; REMEDIES OF CITY, AND TERMINATION 14.01 In the event one or more of the following shall happen and continue (herein called an "event of default'): a. Sublessee defaults in the payment of any of the rents provided to be paid hereunder and such default shall continue for thirty (30) days following written notification from City; b. Sublessee defaults in the observance or performance of any other provision of this Agreement which is not remedied within thirty (30) days 11 after written notice of such default by City to sublessee properly specifying wherein sublessee has failed to perform any such provision; it being understood that if by reason of force majeure, meaning Acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, orders of any kind of the Government of the United States or the State of Texas, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fire, hurricanes, tornadoes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accident to machinery, transmission pipes or canals, partial or entire, failure of utilities or any other cause not reasonably within the control of Sublessee, Sublessee shall be rendered unable wholly or in part to carry out the obligations referred to under this clause (b), Sublessee shall not be in default during the continuance of the inability claimed, c. A trustee or receiver is appointed for Sublessee for all or any substantial part of its property without the consent of sublessee and is not discharged within ninety (90) days after such appointment, excluding any period in which such appointment shall be stayed upon appeal or otherwise; d. Any other breach of a term or obligation of this agreement; or e. Sublessee uses the Subleased Premises in an unlawful manner. 14.02 In the event of default as provided for in this Agreement in Section 15.01 (a) through (e), City may terminate this Sublease by giving to Sublessee thirty (30) days notice of Citys intention so to do, in which event the Term of this Sublease shall end, and all right, title, and interest of Sublessee hereunder shall expire on the date stated in such notice. City shall have the right to enter upon and take possession of said premises, and shall have the remedies now or hereafter provided by law for recovering of rent, repossession of the premises and damages occasioned by each default. Any rights of the Sublessee to the possession of the Subleased Premises shall cease on the date stated in such notice. City, in its discretion, may terminate the Sublease immediately if sublessee uses the subleased Premises in an unlawful manner. 14.03 In the event of default as provided for in this Agreement in Section 15.01 (e), City may terminate this Agreement immediately and remove the Sublessee from the Subleased Premises. 14.04 In the event of the termination of this Sublease by City, Sublessee may remove any improvements, fixtures, or other items attached to any structure on the Subleased Premises belonging to the Sublessee and placed on the Subleased Premises by the Sublessee provided that Sublessee shall reimburse the City for any damage to the Subleased Premises caused by the removal of any improvements or fixtures by either the Sublessee, its agents, servants, employees, representatives, contractors or subcontractors. If Sublessee removes any fixtures or improvements belonging to City during the term of this Agreement, at the termination of this 12 sublease, Sublessee agrees to replace or reinstall any fixtures or improvements to its original place and in its original condition, as found at the beginning of this Agreement. 14.05 Within twenty (20) days following the effective date of termination or expiration, Sublessee shall remove from the Subleased Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Subleased Premises by Sublessee pursuant to this Sublease. After such time, City shall have the right to take full possession of the Subleased Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Subleased Premises. Sublessee agrees that it will assert no claim of any kind against City, its agents, servants, employees or representatives, which may stem from City's termination of this Sublease or any act incident to City's assertion of its right to terminate or City's exercise of any rights granted hereunder. 14.06 No default by City hereunder will constitute an eviction or disturbance of Sublessee's use and possession of the Subleased Premises or entitle Sublessee to be relieved from any of Sublessee's obligations hereunder (including the obligation to pay rent) or grant Sublessee any right of deduction, abatement, set-off, or recoupment, or entitle Sublessee to take any action whatsoever with regard to the Subleased Premises or City until thirty (30) days after sublessee has given City written notice specifically setting forth such default by City, and City has failed to cure such default within said thirty (30) day period, or if such default cannot reasonably be cured within said thirty (30) day period, then within an additional reasonable period of time so long as City has commenced curative action within said thirty (30) day period and thereafter is diligently attempting to cure such default. 14.07 No waiver by the parties to this Sublease of any default or breach of any term, condition or covenant of this Sublease will be deemed to be a waiver of any other breach of the same or other term, condition, or covenant contained in this Sublease. No provision of this Sublease may under any circumstances be deemed to have been waived by either party to this Sublease unless such waiver is in writing and signed by the party charged with such waiver. Sublessee agrees that the receipt by City of rent with the knowledge of the breach of any covenant or condition of this Sublease by Sublessee will not be deemed to be a waiver of such breach, and no provision of this Sublease will be deemed to have been waived by City unless such waiver is in a written instrument signed by City. SECTION 15 REMEDIES; NO WAIVER 15.01 Each right, power, and remedy of City provided for in this Sublease Agreement shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Sublease Agreement, or, unless prohibited by the terms hereof, now or hereafter existing at law or in equity or by statute or otherwise, in any jurisdiction where such rights, powers, and remedies are sought to be enforced, and the exercise or beginning of the exercise by City of any one or more of the rights, powers, or remedies provided for in this Sublease Agreement or now or hereafter existing at law or in equity or by statute or otherwise 13 shall not preclude the simultaneous or later exercise by City of any or all such other rights, powers, or remedies. 15.02 The failure to insist upon a strict performance of any of the covenants or agreements herein set forth or to declare a forfeiture for any violation thereof shall not be considered or taken as a waiver or relinquishment for the future of City's rights to insist upon a strict compliance by Sublessee with all the covenants and conditions hereof, or of City's right to declare a forfeiture for violation of any covenants or conditions if such violation be continued or repeated beyond the curative periods of time permitted in above. SECTION 16 INDEPENDENT CONTRACTOR 16.01 It is expressly understood and agreed that Sublessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative, or employee of City. Sublessee shall have the exclusive right to control the details of its operations and activities on the Subleased Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, Sublessees, and invitees. Sublessee acknowledges that the doctrine of respondeat superior shall not apply as between City and Sublessee, its officers, agents, employees, contractors and subcontractors. Sublessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Sublessee. SECTION 17 NON-DISCRIMINATION/DISABII,ITIES 17.01 Sublessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Sublessee's use of the Subleased Premises on the basis of race, color, national origin, religion, handicap, gender, sexual orientation, familial status, gender identity, gender expression, or transgender. Sublessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Subleased Premises on grounds of race, color, national origin, religion, handicap, gender, sexual orientation, familial status, gender identity, gender expression, or transgender. 17.02 In signing this Agreement, Sublessee certifies that at the time the Subleased Premises is occupied by Sublessee and throughout the term of the Sublease and any additional tenancy, Sublessee will comply with all applicable provisions of the Americans with Disabilities Act of 1990, Public Law 101-336, 42 United States Code 12101 et seq and all applicable Texas Accessibility Requirements. 14 SECTION 18 LICENSES AND PERMITS 18.01 Sublessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. 18.02 Copy of the documentation stating this organization's status is due annually by to the address specified for Parks and Community Services in Paragraph 22 of this document. SECTION 19 COMPLIANCE WITH COPYRIGHT LAW 19.01 Sublessee agree to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 1015 et seq.) and any Regulations issued thereunder including, but not limited to, the assumption of any and all responsibilities for paying royalties which are due for the use of copyrighted works in Sublessee's performances or exhibitions to the copyright owner, or representative of said copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit or condone the performance, reproduction or other use of copyrighted materials by Sublessee, or its agents without the appropriate licenses or permission being secured by Sublessee in advance. It is further agreed that Sublessee shall defend, indemnify and hold City harmless for any claims arising from nonpayment to licensing agencies, including, but not limited to, ASCAP, BMI and SESAC or damages arising out of Sublessee's infringement or violation of the Copyright Law and/or Regulations. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the Sublessee. Sublessee understands that Sublessee or its agents are responsible for securing any and all licenses by artists/performers giving permission for the recordings. Sublessee is responsible for both reporting and payment of any music licensing fees that may be required by law. 19.02 Sublessee understands and agrees that without the proper license obtained by Sublessee, there is a risk of an injunction or money damages arising from a copyright lawsuit brought by ASCAP, BMI, SESAC or any other licensing agency. SECTION 20 VENUE AND JURISDICTION 20.01 If any action, whether real or asserted, at law or in equity, arises provision of this Sublease Agreement or of Sublessee's operations on the venue for such action shall lie in state courts located in Tarrant County, States District Court for the Northern District of Texas, Fort Worth Division. 15 on the basis of any Subleased Premises, Texas or the United SECTION 21 WAIVER, SECTION HEADINGS, AND SEVERABILITY 21.01 Neither this Sublease Agreement nor any provision hereof may be changed, waived, discharged, or terminated orally, except by an instrument in writing, signed by the parties. This Sublease Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 21.02 The headings in this Sublease Agreement are inserted for reference only, and shall not define or limit the provisions hereof. 21.03 This Sublease Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one instrument. 21.04 In the event that any clause or provision of this Sublease Agreement shall be held to be invalid by any court or competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 21.06 This Sublease expresses the entire understanding and all agreements of the parties hereto with each other and neither party hereto has made or shall be bound by any agreement or any representation to the other party which is not expressly set forth in this Sublease. SECTION 22 NOTICES 22.01 All notices required or permitted under this Sublease Agreement may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: C'.TTY� City of Fort Worth Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 With a copy to: Benita Falls Harper City Attorney's Office 1000 Throckmorton Fort Worth, Texas 76102 16 SUBLESSEE : Senior Net of Fort Worth P.O. Box 470311 Fort Worth, TX 76147-0311 Or to such other address as such party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. SECTION 23 ASSIGNMENT 23.01 Sublessee shall not assign or sublease its privileges, rights or duties hereunder without written permission of the City. SECTION 24 ENTIRE UNDERSTANDING 24.01 This Sublease Agreement expresses the entire understanding and all agreements of the parties hereto with each other and neither party hereto has made or shall be bound by any agreement or any representation to the other party which is not expressly set forth in this Sublease Agreement. [Remainder of page intentionally left blank signatures on following page] 17 IN WITNESS WHEREOF, the parties have executed this Sublease Agreement in multiples, this day of -� L, ,, z.i , 2010. CITY OF FORT WORTH SENIORNET OF FORT WORTH By: arles W. Daniels Assistant City Manager APPROVED AS TO FORM AND LEGALI By: -V j( Assistant ATTEST: 11 w By: City Secretary f3" By:/ Ken Fisher Chairman, Coordinating Council Thomas Place Community Center 1237 LaFayette Fort Worth, TX 76107 Senior Net HOURS OF OPERATION 2010-2011 Exhibit A DAY all End Start End Start End Mon 8:00am 12:00pm 1:00pm 4:OOpm Tue 8:00am 12:00pm 1:00pm 4:00pm 5:00pm 8:00pm Wed 8:00am 12:00pm 1:00pm 4:00pm Thu 8:00am 12:00pm 1:00pm 4:00pm Fri 8:00am 12:00pm I:OOpm 4:00pm Sat The Center will be closed and unavailable for use by the Sublessee on Sundays and on all regular City holidays. Except due to emergency circumstances, City agrees to notify Sublessee of any change in the hours of operation by providing Sublessee with written notice, at least five (5) working days prior to the change taking effect. City agrees to provide similar notice to Sublessee should the Subleased Premises not be available to the Sublessee due to special events, scheduled maintenance, or other non -emergency closures. If Sublessee requires access at times other than for emergencies and normal operating hours as set forth herein, Sublessee shall notify the City by providing City with written notice, at least five (5) working days prior to the needed change. Access by Sublessee to the Subleased Premises at times other than described above is within the discretion of the City. 7X N1131T AGREEMENT STATE OF TEXAS § COUNTY OF TARRANT � l VY SECRET CONTRACT NO YU' KNOW ALL BY THESE PRESENTS: This lease agreement made and entered into by and between the Fort Worth Independent School District, hereinafter referred to as the "District," acting herein by and through its duly authorized President of the Board of Education, Gary J. Manny, and the City of Fort Worth, a municipal corporation, hereinafter referred to as "City," acting herein by and through its duly authorized Assistant City Manager, Libby Watson. WITNESSETH: District hereby leases to City the building known as the Old Thomas Place School building, located at 4150 Lafayette Street in the City of Fort Worth, Tarrant County, Texas, and a certain tract of land for the use and maintenance of same as a public recreational facility, said lease sites being more specifically described and illustrated in Exhibits "A and B," attached hereto and made part hereof for all purposes. This lease agreement shall be subject to the following terms and conditions. 1. This lease shall be for a term of five (5) years beginning on the ls` day of February 2000 and ending on the 31St day of January 2005. City shall have the option to renew this lease for an additional five (5) year term under the same terms and conditions, as herein stated. City shall give notice of its intent to exercise such option to renew, if at all possible, ninety (90) days prior to the initial term thereof. Failure to timely give said notice shall, at the District's option cause the lease to terminate at the end of its initial term. 2. For and in consideration of the right to use and occupy the demised premises, City agrees to pay District an annual rental amount not to exceed the sum of One Thousand Two Hundred and No/100 Dollars ($1,200.00) or a total rental amount of Six Thousand and No/100 Dollars ($6,000) for the initial term. Said total rental amount shall be paid in installments as follows: Eight Hundred and No/100 Dollars ($800.00) shall be due and payable on or before the first day of July 2000 for the period February 1, 2000, through September 30, 2000; One Thousand Two Hundred and No/100 Dollars shall be due and payable on or before the first day of October 2000, 2001, 2002 and 2003 for the periods from October 1, 2000, 2001, 2002, and 2003 respectively; and Four Hundred and No/100 Dollars shall be due and payable on or before the first day of October 2004 for the period beginning October 1, 2004, and ending January 31, 2005. 3. As additional consideration for the making of this lease, the Lessee will construct at its expense such recreational facilities and parking areas as the Fort Worth City Council may hereafter authorize and determine and the Lessor hereby grants its consent for the construction of same. It is understood and agreed that the nature and extent of the recreational facilities and parking areas now or hereafter to be constructed by the Lessee on the demised premises shall be within the discretion of the Lessee. 4. The primary term of this license agreement shall be for a period of five (5) years commencing on February 1, 2000, and terminating January 31, 2005, with one, five-year renewal option by mutual agreement. 5. The City shall use the demised premises solely for the purpose of public recreation and for no other purpose. 6. City shall be required to obtain formal written approval of District to make major improvements to the demised premises. Major improvements shall include, but not exclusively: addition of rooms, and/or removing main walls. City shall not be required to obtain formal written approval of District to make minor improvements to the demised premises. Minor improvements shall include, but not exclusively: removal of non -load bearing partitions, removal or addition of carpeting, painting, addition of lighting, addition of cabinet space and/or addition of a small kitchen. 7. City hereby agrees to pay all costs of maintenance and utilities for the demised premises. City shall be responsible for any damage which may occur to the demised premises as a result of fire, windstorm, hail and water, and during the term hereof City shall provide and keep in force adequate insurance coverage for such hazards. City agrees to properly maintain the demised premises, together with all fiirniture, fixtures and equipment located therein. Upon termination of the lease agreement, City shall deliver up the demised premises in good order and condition, normal wear and tear accepted. �a 9. Lessee covenants and agrees that it will not make or suffer any waste, unlawful, improper or offensive use of the demised premises or any part thereof; and Lessee shall comply with all ordinances and regulations of the City of Fort Worth and with the laws of the State of Texas and of the United States of America applicable to the use of said, demised premises. 10. This agreement may be cancelled by either party upon thirty (30) days written notice of such intent to cancel. 11. It is understood. and agreed that District is not involved as a party to any activities that may be carried on by City on the demised premises. City agrees to hold District harmless from any and all claims for personal injury or damage or loss of property that might be incurred by City as a result of such activities. 12. Neither party hereto shall assign or sublease its privileges, rights or duties hereunder without written permission of the other party. 13. The laws of the State of Texas shall govern this license agreement and the relationship created hereby. Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this agreement shall be in Tarrant County, Texas. WITNESS OF the said parties hereto have executed this agreement on this day of A.D. 20� in Fort Worth, Tarrant County, Texas. CITY OF/AORT WORTH Libby Watson, Assistant City Manager FORT WORTH INDEPENDENT SCHO DISTRICTS �-� „_ Gary J. Manny,l're Board of Education 3 APPROVED AS TO FORM /?iwl 'City Atto e DATE: Tilt ATTEST: City Secretary 7 CO Contract Authorization Date �DU ATTEST: Secretary STATE OF TEXAS § COUNTY OF TARRANT 3 BEFORE ME, the undersigned, a Notary Public in and for the State of Texas, on this day personally appeared Libby Watson, Assistant City Manager, of City of Fort Worth, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said City of Fort Worth, and that she executed the same as the act and deed of the City of Fort Worth, a municipal corporation of Tarrant County, Texas and for the purposes and consideration therein expressed, and in the capacity therein stated. Subscribed to and sworn before me this `day of , 2000. N � NOTARY PUBLIC State of Texas + off + Comm. Exp, 03-31<2001 STATE OF TEXAS § COUNTY OF TARRANT § Notary Public in and for the State of Texas My Commission Expires: 03 �43/-OZ oo / BEFORE ME, the undersigned, a Notary Public in and for the State of Texas, on this day personally appeared Gary J. Manny, President of the Board of Education for the Fort Worth Independent School District, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Fort Worth Independent School District, and that he executed the same as the act and deed of the Fort Worth Independent School District, a political subdivision, for the purposes and consideration therein expressed, and in the capacity therein stated. Subscribed and sworn to before me this /Oday o , 2000. 5 Notary Public in and for the State of Texas My �rrl�� Qn Expires: �+ Y PEARLE E. SAPP Notary Public STATE OF TEXAS My Comm. Exp. 07/27/00 0 EXHIBIT "A" THOMAS PLACE SCHOOL FIELD NOTES FOR LEASE A parcel of land out of Blocks 20 and 24, Hillcrest Addition, an addition to the City of Fort Worth comprising approximately .31 acres and more particularly described as follows: BEGINNING at a point approximately 131 feet east of the northwest corner of Lot 1, Block 20 where the west edge of a concrete walk existing west of the brick Thomas Place School Building inter- sects with the north line of said Block 20; THENCE: Southerly along the west edge''�of said concrete walk to the intersection of the southerly edge of said concrete walk which borders said brick building; THENCE: Easterly along the south edge of said concrete walk, to the intersection of the east edge of said concrete walk which borders said brick building; THENCE: Northerly, with the east edge of said concrete cvalk to the intersecting point with the north line of said Block 24; THENCE: Westerly along the north line of said Block 24 and continuing westerly along the north line of said Block 20 to the place of beginning. f— Z 0 W 0 y � 1 �. i. �-�'-�—s s LAFAYETTE n �-- ,, �� n i 4 j Y � �� r Y y 4 0 3Q? -�--. -„ _ � -_ • n r-- ------ •--•-- �i n u a� AV E s �.. -tit'... I' ��' .'th"------- :,. •• u � sc►ioo� t- ,. `� ----� -- W---' •--- -- —� , U _ M - -- .�_.. — _ _. f __. _. _ _ " ' to � t .J 4 n O n .. ,M . _y_ .. ., +�1 GE AV E s � y� rt—� �� � 1�'� W -- a 4: O J U -6- J � f S� l , • Thonas Place Field Notes • For Lease ._ A parcel of land out of Bloc}:s 20 and 24, Eiill Crest Addition, an addition to the City of Fort Worth, and Wore particularly described as follows: Deginning at the northwest corner of Lot 7, B1ocY. 20, hill Crest Addition; Thence: •':fortherly, with the westerly line o_` Lots 6,5,4,3,2, and 1, Eiloc}; 20, Hill ''Crest Addition, to the northwest corner of said Lot 1; ,Thence: Easterly, with the northerly line of said Block 20, to the west ed<je of an existing concrete walk which borders an existing brick building; Thence: Southerly, with teh west edge of said concrete walk, to the inter- section of the southerly edge of said concrete walk which borders said brie}; building; Thence: �I:asterly, with the south edge of said concrete walk, to the inter- section of the•.east edge of said concrete walk which borders said brick building - Thence: northerly, with the east edc3e of said concrete walk to a point in the north line of said Block24; Thence: Easterly, with the north line of said Block 24, to the northeast corner of Lot 24, Block 24, Ftill Crest Addition; Thence: Southerly, with the east line of Lots 24,23,22,21,20, and 19, Block 24, hill `Crest Addition, to t'c►e northeast corner of Lot 18, Block 24, Hill Crest Addition; Thence: 4esterly, with the north line of said Lot 18, Block 24, and the north line of I,ot 7, Block20, frill Crest Addition, to the place of beginning. -7- �rt���.� �r� tt Mow OT ft 0 1 i a V D v 1 LLI 1�- wt �` I 11 O QJ ( u x s a A ^ h j74o 3Nb'7 gc�o d�t 19oa �3131107J �ooD 1 1 3 I i 1 1 SVNO 0 Y x II N V V v ti cr ' i 0 0 N 1 u