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HomeMy WebLinkAboutContract 33080 CITY SECRETARY,- NO � SUBLEASE AGREEMENT SUBLEASE AGREEMENT ("Sublease") dated as of the 1St day of November, 2005, between the FORT WORTH SPANIC CHAMBER, a Texas non-profit corporation, as sublessor("Sublessor"),and C,QSC[ CA4 'k5 ("Permitted Subtenant"). RECITALS A. The City of Fort Worth, a home rule municipal corporation of the State of Texas, is the owner of a community center known as the Northside Community Center located at 1100 NW 18th Street within the City of Fort Worth. B. The City of Fort Worth has leased approximately 2,600 square feet of the Northside Community Center ("Subleased Premises", attached and incorporated hereto as Exhibit "A") to the to Sublessor ("Master Lease", attached and incorporated hereto as Exhibit `B"). This Master Lease provides in Section 2.01 that Sublessor may sublease the Subleased Premises to Permitted Subtenant. C. Permitted Subtenant desires to lease the Subleased Premises from Sublessor during the hours specified below in order to provide consulate services in matters involving protective services for citizens abroad, including arrests, death cases, financial or medical emergencies and welfare and whereabouts inquiries, issue travel warnings, public announcements and consular information sheets, guidance on nationality and citizenship determination, document issuance (visas), judicial and notary services, estates and property claims, third-country representation, and disaster assistance. D. Sublessor is willing to lease the Subleased Premises to Permitted Subtenant on the terms and conditions set forth below. In consideration of the mutual covenants contained in this Sublease, Sublessor and Permitted Subtenant agree as follows: 1. SUBLEASED PREMISES:Sublessor demises and lets the Subleased Premises to Permitted Subtenant, and Permitted Subtenant takes and leases the Subleased Premises from Sublessor, during the time periods described in Section 2 and for the term described in Section 3, subject to the provisions set forth below. 2. USE: Permitted Subtenant may use and occupy the Subleased Premises for the purpose of providing consulate services during 11:00 a.m. to 5:00 p.m. Tuesdays through Saturdays. The Subleased Premises will be closed and unavailable for use by the Permitted Subtenants on Sundays and on all regular City holidays. The operating hours for use by the Permitted Subtenant may only be changed by submitting a written request to the Sublessor and only after 1 Hispanic chamber sublease form 10-31-05.DOC the Sublessor obtains written approval from the Director of the Parks and Community Services Department. Permitted Subtenant may not use the Subleased Premises at any other times or for any other purpose without Sublessor's prior written consent. 3. TERM: The term ("Term") of this Sublease commences on the 1 St day of November 2005, and ends on the 31St day of October 2006. Permitted Subtenant shall have two options to renew this Lease, each option for an additional two year renewal term, on the same terms and conditions as apply to the initial Term, provided the Sublessor renews the Master Lease with the City of Fort Worth. To exercise its renewal option, Permitted Subtenant must give Sublessor at least three months prior written notice of renewal. If the Master Lease, and any renewal of the Master Lease, is terminated for any reason prior to the expiration of the term of this sublease, this sublease will automatically and immediately terminate. 4. SUBLETTING,ASSIGNMENT: Any assignment of this Sublease or subletting of the Subleased Premises is prohibited without Sublessor's prior written consent. If the Master Lease is terminated for any reason prior to the expiration of the Term of this Sublease (and if extended pursuant to Section 3 of this Sublease), this sublease will automatically and immediately terminate. 5. COMPLIANCE WITH MASTER LEASE: Throughout the Term of the Sublease, Permitted Subtenant shall comply with all the terms, conditions and regulations of the Master Lease. Sublessor has no responsibility to Permitted Subtenant for any utility services to the Subleased Premises, and Sublessor is not responsible for any utility interruption to the Subleased Premises,unless the utility interruption is due to the sole negligence of Sublessor. 6. COMPLIANCE WITH LAW: During the hours of its permitted use, Permitted Subtenant shall, at its cost and expense, cause the Subleased Premises to be used in accordance with all applicable laws, rules, regulations, ordinances, and restrictions in effect during the Term and as required by the Master Lease. Permitted Subtenant agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101, 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 Permitted Subtenant's performances or exhibitions to the copyright owner, or representative of said copyright owner. Permitted Subtenant shall defend, indemnify and hold the City of Fort Worth harmless for any claims arising from nonpayment to licensing agencies, including, but not limited to, ASCAP, BMI and SESAC or damages arising out of Permitted Subtenant's infringement or violation of the Copyright Law and/or Regulations. The City of Fort Worth expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the Permitted Subtenant. Permitted Subtenant is responsible for securing any and all licenses by a Hispanic chamber sublease form 10-31-05.DOC S� C.?7, artists/performers giving permission for the recordings and is responsible for both reporting and payment of any music licensing fees that may be required by law. Permitted Subtenant understands and agrees that without the proper license obtained by Permitted Subtenant, 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. 7. LIENS: Permitted Subtenant shall remove and discharge promptly, at its cost and expense, all liens, encumbrances, and charges upon the Subleased Premises or Permitted Subtenant's leasehold interest which arise out of Permitted Subtenant's possession, use, occupancy, maintenance, or repair of the Subleased Premises or by reason of labor or materials furnished or claimed to have been furnished to Permitted Subtenant, but excluding liens, encumbrances, and charges caused or permitted to be caused by Sublessor, which shall be the sole responsibility of Sublessor. 8. WAIVER OF LIABILITY: Sublessor shall not be responsible for the theft, loss, damage, or destruction of property of Permitted Subtenant, its subtenant, and their respective employees, agents, licensee, invitees, contractors, and subcontractors, even if the damage is alleged to arise out of some condition on the Subleased Premises. 9. INDEMNIFICATION: (PERMITTED SUBTENANT) AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANYAND ALL CLAIMS, LAWSUITS,ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) (PERMITTED SUBTENANT)'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF (PERMITTED SUBTENANT), ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI) OR SUBCONTRACTORS, RELATED TO THE SUBLEASE OF SPACE AT THE NORTHSIDE COMMUNITY CENTER OR THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS,AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS,AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH LESSEE AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 3 Hispanic chamber sublease form 10-31-05.DOC m L a 'J 10. MAINTENANCE AND REPAIR:Permitted Subtenant shall keep and maintain the Subleased Premises in a good, clean and sanitary condition at all times. Permitted Subtenant will not make or suffer any waste of the Subleased Premises. Permitted Subtenant shall be responsible for all damages caused by Permitted Subtenant, its agents, servants, employees, contractors, subcontractors, subtenants, licensees, or invitees, and Permitted Subtenant agrees to fully repair or otherwise cure all such damages at Permitted Subtenant'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 Permitted Subtenant or others incident to the exercise of privileges herein granted shall be repaired or replaced by the Permitted Subtenant to the reasonable satisfaction of the City within thirty (30) days of receipt of written notification from the City. At the expiration of the Sublease Term, Permitted Subtenant must surrender the Subleased Premises in at least as good condition as at the commencement of the Term, reasonable wear and tear and casualty excepted. 11. ALTERATIONS AND ADDITIONS: Permitted Subtenant may bring on to the Subleased premises any equipment and improvements reasonably necessary to perform their respective business. Permitted Subtenant 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 Leased Premises or fixtures of the City without the consent of the Sublessor. Permitted Subtenant must obtain Sublessor's prior written consent for any other alterations to the Subleased Premises desired by Permitted Subtenant. 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 the Permitted Subtenant's sole risk. 12. SIGNS: Any signs necessary to indicate Permitted Subtenant's name, location, and purpose shall be prepared and installed at the sole cost of by the Permitted Subtenant 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 Permitted Subtenant. 13. DISCLAIMER: Permitted Subtenant has had the opportunity to make inspections of the Subleased Premises. Sublessor specifically disclaims any warranty, guarantee, or representation, oral or written, past, present, or future concerning (i) the nature and condition of the Subleased Premises, including but not by way of limitation, the water, soil, geology, and the general suitability of the Subleased Premises for any activities and uses which Permitted Subtenant may elect to conduct thereon, (ii) the manner, construction, condition, and state of a Hispanic chamber sublease form 10-31-05.130C repair of any improvements located on the Subleased Premises, and (iii) the compliance of the Subleased Premises with any laws, rules, ordinances, or regulations of any government or other body. This Sublease is made on an "as is" basis, and Permitted Subtenant expressly acknowledges that in consideration of the agreements of Sublessor in this Sublease, Sublessor MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Permitted Subtenants hereby expressly releases and discharges City from any and all liability for any property damage or loss and/or personal injury, including death, arising out of or in connection with, directly or indirectly the occupancy and/or use of the Subleased Premises and any and all activities conducted thereon sustained by reasons of the occupancy of said building under this Agreement. 14. CONDEMNATION AND CASUALTY: If the title to all or substantially all of the Subleased Premises is taken by condemnation proceedings or any right of eminent domain, this Sublease will terminate on the date of such taking, and Sublessor shall be entitled to receive the proceeds resulting from such taking. Permitted Subtenant waives any right to any compensation attributable to its leasehold interest in the Subleased Premises. 15. HOMELAND SECURITY ALERT: If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, the City of Fort Worth, in its sole discretion, after consultation with Sublessor, may close the Subleased Premises in the interest of public safety. 16. EXPIRATION OR TERMINATION: In the event of the expiration or termination of this Sublease for any reason, the obligations and liabilities of Permitted Subtenant, actual or contingent, under this Sublease which have arisen but which have not been performed or satisfied shall be terminated except any liens or encumbrances caused by Permitted Subtenant or any rental or other payments due and owing Sublessor by Permitted Subtenant. If for any reason at any time during the Term, the Fort Worth City Council fails to appropriate funds sufficient for Permitted Subtenant to fulfill its obligations under this Sublease, then Permitted Subtenant may terminate this Sublease to be effective on the later of(i) thirty (30) days following delivery by Permitted Subtenant to Sublessor of written notice of Permitted Subtenant's intention to terminate, or (ii) the last date for which funding has been appropriated by the City Council for the purposes set forth in this Sublease. 17. ADVANCES BY SUBLESSOR: If Permitted Subtenant fails to make or perform any payment or act on its part to be made or performed under this Sublease, then Sublessor may (but is not required to), without waiving any default or releasing Permitted Subtenant from any obligation, after at least fifteen (15) days prior written notice, make such payment or perform such act for the account and at the cost and expense of Permitted Subtenant. All amounts so paid s Hispanic chamber sublease form 10-31-05.170C by Sublessor and all necessary and incidental costs and expenses incurred in connection with the performance of any such act by Sublessor from the date of the making of such payment or of the incurring of such costs and expenses by Sublessor, shall be payable by Permitted Subtenant to Sublessor on demand. 18. EVENTS OF DEFAULT AND REMEDIES: (a) An "event of default" shall occur if Permitted Subtenant fails to pay any monetary sum payable under this Sublease or defaults in the performance of any other provision of this Sublease to be performed by Permitted Subtenant and the default continues for thirty (30) days after the date Permitted Subtenant receives a written notice from Sublessor of the non- performance. (b) Whenever an event of default has occurred, Sublessor may, at its election, during the continuance of the event of default, by written notice to Permitted Subtenant, terminate this Sublease, whereupon Permitted Subtenant's estate and all right of Permitted Subtenant to the use of the Subleased Premises shall terminate, but Permitted Subtenant shall remain liable as hereinafter provided. Upon this termination, Sublessor shall have the immediate right of re-entry and possession of the Subleased Premises and the right to remove any or all persons or property therefrom; and Sublessor may then hold, possess, and enjoy the Subleased Premises free from any rights of Permitted Subtenant and any person claiming through or under Permitted Subtenant. Sublessor shall then have the right to recover from Permitted Subtenant: (1) any and all amounts payable by Permitted Subtenant under this Sublease which may then be due and unpaid or which may then be accrued and unpaid; and (2) any and all damages and expenses (including, without limitation, reasonable attorneys' fees and expenses), which Sublessor sustains by reason of the breach of any provision of this Sublease or the termination of this Sublease. 19. RELATIONSHIP: Neither Sublessor nor Permitted Subtenant shall be construed, by virtue of this Sublease, to be the agent, partner, joint venturer, or associate of the other -- the relationship between the parties at all times during the Term shall remain that of landlord and tenant. 20. NOTICES: All notices required or permitted under this 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: 6 Hispanic chamber sublease form 10-31-05.DOC - If to Sublessor: Fort Worth Hispanic Chamber If to Permitted Subtenant: If to the City: City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Director of Parks and Community Services Telephone: 817-871-5704 Telecopy: 817-871-5724 with a copy to: City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 However, the parties may from time to time change their respective addresses, and each shall have the right to specify as its address any other address upon at least ten days written notice to the other party. 21. BINDING: All provisions contained in this Sublease are binding upon, inure to the benefit of, and are enforceable by the respective successors and assigns of Sublessor and Permitted Subtenant. The provisions of this Sublease may be amended, waived, or terminated only by an instrument signed by Sublessor and Permitted Subtenant. 22. ENTIRE AGREEMENT: This Sublease contains the entire agreement of the parties with respect to the Sublease of the Subleased Premises and may not be modified orally or in any other manner than by an agreement in writing signed by all both parties or their respective successors in interest. 23. VENUE: This Sublease is governed by and construed and enforced in accordance with the laws of the State of Texas, and is subject to all applicable laws, statutes, rules, regulations, ordinances, and orders, whether of such state or otherwise. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Sublease, Hispanic chamber sublease form 10-31-05.DOC venue for such action shall lie in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas --Fort Worth Division. 24. MISCELLANEOUS: The headings to the various sections of this Sublease have been inserted for convenient reference only and do not modify, define, limit, or expand the express provisions of this Sublease. In the event that any clause or provision of this Sublease 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. IN WITNESS WHEREOF, the parties have executed this Sublease Agreement in multiples,this 45 day of '6-e�- , 2005. &5A Zae t 1.aaS , PERMITTED SUBTENANT: By: Name: p Attested By: Title: MAtartyqHe &xon�� City Secretary FORT WORTH HISPANIC CHAMBER, SUBLESSOR By: Name: Co act uthor-i zation Title: v ArV �-- Date The undersigned owner of the Subleased Premises consents to the above Sublease Agreement: CITY OF FORT WORTH By: Name: Title: s�s7R�� -IROVED AS TO FCM A AND 1 E^A I ITY. AS IS NT CITY AT, Hispanic chamber sublease form 10-31-05.DOC 4 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/13/2005 DATE: Tuesday, September 13, 2005 LOG NAME: 80HISPCHAM REFERENCE NO.: C-20997 SUBJECT: Authorization to Enter into a Lease Agreement with the Fort Worth Hispanic Chamber of Commerce for Office Space at the Northside Community Center RECOMMENDATION: It is recommended that the City Council authorize the City Manager to enter into a lease agreement with the Fort Worth Hispanic Chamber of Commerce (FWHCC) for designated office space at the Northside Community Center. DISCUSSION: The Fort Worth Hispanic Chamber of Commerce began discussions with the City of Fort Worth to address the growing needs of the Hispanic/Latino community. In an effort to meet these needs, the FWHCC is seeking adequate space to provide workforce development, access to a Fort Worth Branch of the Counsel de Mexico, consumer health and awareness education, business consultation, financial literacy programs and other services as necessary. The area will lease for $2,045.74 per year with two one-year options to renew. The FWHCC plans to sublease the area to the Counsel de Mexico, Catholic Charities, Casa Immigrante, Casa Chihuahua, Casa Zacatecas, Catholic Charities and Banjercito. This agreement will create the first satellite office of the Counsel de Mexico in the nation. The office will serve as a branch of the Dallas-based Counsel de Mexico and would be open from Tuesday - Saturday. The Northside Community Center is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations, the Parks and Community Services Department will be responsible for the collection and deposit of funds from this agreement. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 465235 0800522 $0.00 Submitted for City Manager's Office by; Libby Watson (6183) Originating Department Head: Randle Harwood (5704) Additional Information Contact: Leona Johnson (5775) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 1/17/2006