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Contract 51339
CITY SECRETARY CONTRACT NO. tive O� � OFFICE LICENSE AND SERVICE AGREEMENT com (Basic Information) Tl ive Workspace Office License and Service Agreement, including this Basic Information, all schedules, exhibits and the Com�hercial Terms of Service ("Terms") that are incorporated herein by this reference (collectively, the "Service Agreement") is between the client identified below ("Client") and the Service Provider identified below ("Provider") and effective upon the date approved and executed on behalf of Provider("Effective Date") "I SERVICE • • ' + • CENTER: (02)EWS-Austin PROVIDER: (02)Executive Workspace-Austin Suites,LLC ADDRESS: (02)700 Lavaca,Suite 1400,Austin,TX 78701 PHONE: (02)512.334.6000 EMAIL: (02)austin@executiveworkspace.com CLIENT INFORMATION CLIENT NAME. CITY OF FORT WORTH CO ANT o T.J.PATTERSON,JR BILLING ADDRESS' 200 Texas Street, Fort Worth,Texas 76102 TAX ID No.: CFW75-600528 EMAIL' TJ.PATTERSON@FORTWORTHTEXAS.GOV Phone: 817-392-6168 MONTHLYRECURRING AND PAYMENT DETAIL OFFICE: SIZE AND TYPE: Service Description: FEE: 1401 EXTERIOR-170 SQ.FT Office rent,VOIP phone package,Internet,cont.room use,beverage service $1,450.00 Select a Service Description Select a Service Description Select a Service Description Select a Service Description SERVICE DESCRIPTION: FEE: SERVICE DESCRIPTION: FEE: ADD SERVICE: Select Additional Service ADD SERVICE: Select Additional Service ADD SERVICE: Select Additional Service ADD SERVICE: Select Additional Service ADD SERVICE: Select Additional Service ADD SERVICE: Select Additional Service lX SERVICE. Service Retainer $1,000.00 IX SERVICE: Security-Keys&Access $0.00 1X SERVICE: Installation1X SERVICE: $150.00 Building Directory $0.00 RECURRING 6 months START DATE: 11/01/18 RECURRING FEES: TERM: $1,450.00 BY EXECUTING THIS SERVICE AGREEMENT BY TYPING YOUR NAME(CLIENT'S ONE-TIME FEES: $1,150.00 AUTHORIZED OFFICER) WHERE INDICATED BELOW, CLIENT ACCEPTS AND AGREES TO BE BOUND BY THE TERMS,INCLUDING THEJURY WAIVER SECTION SALES TOTAL THEREOF, WHICH WAIVES THE RIGHT TO A TRIAL BYJURY. TAX: $0.00 DUE: $2'600.00 f *6 hrs.conference room use CUBirAUn10RIZOSr.MTuRE TMI DATE ASArvWTFoltPnovIOER ENEcrM OFFICIAL RECORD DATE CITY 65CREURY PT.WORTH,TX Executive Workspace Office License and Seivice Agreement Commercial Terms of Service 1. License. The definitions and basic provisions set forth In the Basic construction,Client hereby agrees that the initial Recurring Term shall Information (the "Basic Information") executed by Client are start on the later of(a)the Start Date set forth in the Basic Information, incorporated herein by reference for all purposes. This Service hereof, or (b) 5 days after the date of which Provider obtains a Agreement is not a lease or a rental agreement; It is a contractual Certificate of Occupancy("CO") for the Center. Notwithstanding the arrangement that creates a license, revocable by Provider. Client above,if Provider does not obtain a CO within thirty(30)days of the acknowledges and agrees that this Service Agreement creates no Start Date of this Service Agreement,Provider shall have no liability to tenancy Interest,leasehold estate or other real property Interest in Client for any loss or damage;however,in such event,Client shall have favor of Client.Provider retains sole and exclusive legal possession and the right to cancel this Service Agreement without penalty. Client control of the Center and the office(s) or other accommodations agrees that termination of this Service Agreement as set forth the in assigned to Client,if any.Provider is granting Client a license to share the immediately preceding sentence shall be Client's sole remedy use of the Center with Provider and Provider's other clients solely for related to any delay of the Start Date. professional and general office purposes, subject to these terms and S. Cancellation of Service Agreement. IF CLIENT INTENDS TO CANCEL conditions, as supplemented by the Community Rules, which are THIS SERVICE AGREEMENT EFFECTIVE AS OF THE EXPIRATION OF incorporated herein by this reference. Provider is not the owner of the THE TERM,CLIENT MUST PROVIDE WRITTEN NOTICE TO PROVIDER building in which the Center is located. This Service Agreement, the AT LEAST SIXTY(60) DAYS(NINETY(90) DAYS IF CLIENT OCCUPIES Community Rules and the rights and duties of both the Provider and Client are subject and subordinate to the terms of Providers lease with TWO (2) OR MORE OFFICES) PRIOR TO THE EXPIRATION OF THE the Building owner('Building Lease").A copy of such Community Rules THEN CURRENT TERM. PROVIDER MAY TERMINATE THIS SERVICE will be provided to Client upon request. This Service Agreement Is AGREEMENT AT THE EXPIRATION OF THE CURRENT TERM BY personal to Client and cannot be sublicensed,assigned or transferred, GIVING CLIENT FORTY-FIVE (45) DAYS WRITTEN NOTICE OF ITS by operation of law or otherwise, to anyone else without the prior INTENT TO CANCEL THIS SERVICE AGREEMENT. Notice under this written consent of Provider as determined by Provider in its sole Section 5 shall become effective on the first(1st) day of the month discretion. following the receiving party's receipt of such written notice. 2. Permitted Use. Client will use the Center,including the common areas 6. Relocation. Provider shall have the right, but not the obligation, to and any offices or other accommodations assigned to Client,exclusively relocate Client to a different office(s) of reasonably similar size and for general office use.Client will not or permit others,Including Client's quality, located within the Center set forth in the Basic Information, guests or other persons at the Center with Client's permission,to use as deemed necessary in Providers sole discretion. If no offices are the Center for any purpose which: (a) is illegal; (b) creates odors available within such Center, Provider shall have the right, but not (including tobacco or electronic cigarettes),a fire or theft hazard;(c)is the obligation, to relocate Client to a similar Center located within dangerous to persons or property; (d) uses abnormal amounts of five (5) miles of the Center set forth in the Basic information and electricity; (e) is retail or other use which involve excessive visits by operated by Providers affiliate. In such event,Providerwill move members of the public; (f) could cause an increase of Providers Client at no cost to Client, including Client's personal Property, VOIP insurance premiums or cancellation of its insurance;(g)interferes with phone and Internet service contracted by Provider. Client may the business of Provider or other client, including the provision of relocate within the Center set forth in the Basic Information to a like or services which competes with Provider's business and services;or(h) better space, subject to availability, upon Provider's written consent, creates a nuisance,which for purposes of this provision shall include, as determined in its sole discretion. but not be limited to (i) excessive noise, (ii) abusive and/or foul 7. Services Retainer. Client shall be required to pay a Service Retainer in language,(iii)the use of cell phones in the common areas portions of the amount set forth In the Basic Information. Such Service Retainer the Center,(iv) acting in an disrespectful or offensive manner toward shall be held by Provider as security for the full performance by Client Provider(or its affiliate),the Building owner,another Provider client, of Client's covenants and obligations under this Service Agreement,it Building tenant, and their respective agents, managers, officers, being expressly understood that such retainer shall not be considered employees, customers, clients, suppliers and contractors (each a an advance payment of the last or any month's Recurring Fees or a "Provider Party"and collectively the'Provider Parties"),or(v)making measure of Providers damages in case of default by Client.The Services false, misleading or disparaging statements about any Provider Party, Retainer will not be kept in an interest-bearing account and may be including their services or management. comingled with other funds. Provider may,in its absolute discretion, 3. Term and Automatic Renewal. THE INITIAL RECURRING MONTHLY apply the Services Retainer to outstanding fees or to repair damages to TERM OF THIS SERVICE AGREEMENT BEGINS ON THE START DATE the Center due to the act or omission of Client or any person in the SET FORTH IN THE BASIC INFORMATION AND LASTS FOR THE Center at Client's invitation or with Client's permission. If Provider PERIOD STATED THEREIN, PROVIDED, HOWEVER, THE INITIAL applies any part of the Service Retainer as provided herein,Client will RECURRING TERM SET FORTH IN THE BASIC INFORMATION WILL promptly deposit with Provider that amount of money necessary to RENEW AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO replenish the Services Retainer to its original amount.In no event will THE PERIOD STATED THEREIN (EACH A "RENEWAL TERM" AND Providers application of any part of the Security Deposit to Providers TOGETHER WITH THE INITIAL RECURRING TERM, HEREINAFTER, costs, expenses, amounts due or damages arising out of a default by Client constitute a waiver of default, or a measure of damages that COLLECTIVELY THE "TERM") UNTIL CANCELLED BY CLIENT OR Provider may recover on account of such default,nor be deemed a sole PROVIDER PURSUANT TO SECTION 5 OR TERMINATED BY PROVIDER and exclusive remedy of Provider for such default.If Client Is not then AS OTHERWISE PROVIDED HEREIN. ALL TERM PERIODS SHALL RUN in default hereunder, the Services Retainer or any balance after TO THE LAST DAY OF THE MONTH IN WHICH THEY WOULD deducting outstanding fees,the Reconditioning Fee(s)and other costs OTHERWISE EXPIRE. MONTHLY AND ADDITIONAL SERVICE FEES ON or fees due to Provider have cleared,will be returned to Client within ANY RENEWAL TERM WILL BE AT THE THEN PREVAILING MARKET sixty(60) days after Client has vacated the Center and requested the RATE. return of such retainer in writing with a forwarding address. 4. Unavailability of Center an Start Date. In the event the Center is under 8. Acceptance of the Center. Client acknowledges that:(a)Provider has no construction or remodeling obligations in or to the Center;Client has Inspected the Center and the offices set forth in the Basic Information 12. Directory signage. So long as Client is not in default hereunder,Client's prior to the Start Date;(b)there are no holes,stains or other damage name may be placed on a directory provided and maintained by the to the carpet,walls,windows,door(s),and ceiling;and(c)Client accepts Building owner or Provider, if any. If the Building owner charges for the Center and any offices or other accommodations set forth In the directory listings and Client elects to be listed on the Directory,Provider Basic Information"AS 15,WHERE I5." will pass such charge to Client.Client will be allowed one listing per 9. Non-Recurring Services.In addition to the One-Time Services,Monthly Center.In the event Client wants additional listings on the Directory,if Office Services and Monthly Additional Services set forth in the Basic any, Client may, if permitted by the Building owner, purchase a Information or otherwise ordered by Client during the Term,other non- maximum of two additional listings at the rate of the greater of(a)$50 recurring services may be available to Client, i.e. postage service, per additional listing; or(b)the rate charged by the Building owner. administrative support, additional conference room use, etc. (the Client shall not use other signs or advertisement In or about the "Non-Recurring 5ervires" and together with One-Time Services, Building or Center without Provider's prior written consent,which may Monthly Office Services and Monthly Additional Services, collectively be withheld in its absolute discretion. the"Services").Use of the conference rooms are subject to availability 13. Employee Relations and Replacement Cost. During the Term of this and provided on a first come,first served basis.Notwithstanding the Service Agreement, Client shall not interfere or otherwise disrupt foregoing,conference rooms shall not be used as office space or used Provider's(and its affiliates')relationship with their current or former by anyone who is not directly employed by Client, unless Client is employees by rendering legal services, providing legal advice, or present.No more than one(1)conference room may be used by Client otherwise representing said employees in any dispute or legal action at the same time, unless Client agrees to the pay the then current with or against Provider or any of Provider's affiliates and their hourly rate for use of such additional rooms;The allotted conference respective managers, members, officers and employees. Client room time provided in the Basic Information of this Service Agreement acknowledges that Provider and its affiliates expend substantial shall only apply toward one conference room used by Client when amounts of money to acquire employees for the Services provided to Client books or uses more than one conference room during the same Client, including advertising, employment agency fees and training time period.Packages and other mail accepted on Client's behalf are costs. Client covenants and agrees that during the Term of this Service subject to a $50.00 daily storage fee for any packages that Provider Agreement and for a period of six(6)months thereafter,Client will not cannot place in Client's mailbox and which Client fails to pick-up within directly or indirectly (a) induce or attempt to induce any officer, ten (10) calendar days of delivery. Included domestic long-distance employee,representative,Independent contractor or agent of Provider telephone service is limited to 10,000 minutes per office each month or an affiliate of Provider,including Executive Workspace Management and Client shall be subject to additional fees for exceeding such usage. (collectively the "Restricted Entities") to leave the employ of the Notwithstanding the above,upon ordering any Non-Recurring Service, Restricted Entities; (b) hire any person who was an employee of a Client hereby agrees to pay the then current rate for such Non- Restricted Entity within one(1)year following the date of termination Recurring Service ("Non-Recurring Fee"). Non-Recurring Fees are of such person's employment with the Restricted Entity;(c)induce or subject to change from time-to-time without prior notice. attempt to induce any customer, supplier, vendor, lessor, lessee, 10. Payment/Late Fee. Client is liable for all fees for Services requested or licensee or other business relation of a Restricted Entity to cease doing authorized by Client's employees or other persons with apparent business with a Restricted Entity;or(d)intentionally interfere with the authority to act on Client's behalf.One-Time Fees are due and payable relationship between Provider or their affiliates and any client, at the time of Client's execution of this Service Agreement. Monthly customer,supplier, vendor, lessor, lessee, licensee or other business Office Service Fees and Monthly Additional Service Fees (collectively, relation thereof(including by inducing orattempting to Induce any such the..Recurring Fees")are payable In advance and are due on the 1st person to reduce the amount of business it does with Provider(or its day of the month without notice or demand. Non-Recurring Fees will affiliates);Because of the difficulty in ascertaining damages for breach be billed in the arrears and payable on the 1st of the month following of this covenant,Client agrees that upon any breach thereof,Client will the date of invoice.All invoices,will be sent electronically to Client at pay to Provider,as liquidated damages,a sum equal to six months base Client's email address set forth in Basic Information or as otherwise pay for each employee or former employee concerned. provided by Client to Provider in writing.Provider accepts payment via 14. Furniture,Office,Equipment,Accommodations and Access.Client is ACH,direct debit,company check,cashier's check,money order,cash responsible for the proper care of the furniture,offices,equipment and and credit card; provided, however, credit card payments shall be other accommodations supplied to Client for its use and agrees to subject to a transaction fee as permitted by law.If Client does not pay return the same to Provider at the expiration or earlier termination of any fee within five (5)days of the due date, Client will pay a service this5ervice Agreementin thesame condition as first delivered to Client, charge equal to ten percent(30%)of any amount owed to Provider, normal wear and tear excepted. If any repairs become necessary, provided that the first such failure shall not incur such service charge if Provider will cause the repairs to be made;if repairs are necessitated Client pays the amount due within ten (10)days of the date due. If a by Client's misuse or abuse,the repair charges will be billed to Client's check tendered by Client is returned for insufficient funds or any other account.Client Is not authorized to order any repairs or to make any reason, Client will pay Provider an additional fifty-dollar($50.00)fee repairs itself,or make any alterations whatsoeverto the Center or other per returned check.No endorsement or statement on a check or letter accommodations supplied to Client for its use.Other than a personal accompanying a check or payment shall be considered an accord and computer, desktop printer, facsimile machine or small desktop satisfaction,and Provider may accept such check or payment without appliances,Client will not bring any office equipment Into the Center such acceptance being considered a waiver of any rights Provider may without express written permission from Provider. Without limiting have under this Service Agreement or applicable law. the generality of the foregoing restriction,Client will not: (a)bring a 11. Taxes,Surcharges and Fees.Client shall pay any sales,use,property, freestanding copier into the Center; or (b) install any cabling, excise or other taxes, franchise fees, and governmental charges information technology or telecom connections without obtaining (excluding income taxes) arising under this Service Agreement, in Provider's prior written consent,which may be withheld,conditioned addition to any surcharges that may be imposed as may be permitted or delayed in Provider's sole discretion. In the event Provider allows under and consistent with applicable law. Provider reserves the right Client to house a freestanding copier in the Center,Client shall pay a from time to time to change the surcharges for Services under this $100.00 Monthly Additional Service Fee. Client agrees to pay furniture Service Agreement to reflect the charges or payment obligations delivery and installation charges at Provider's current rates. Client imposed on Provider,which Provider is permitted or required under agrees to pay for keys and building access card or code programming at applicable law to pass through to Client. Provider's current rates. The fees for such services are subject to change from time to time without prior notice. reasonable attorney fees and court costs incurred by the Provider 15. LIMITATION OF LIABILITY. PLEASE READ THIS SECTION CAREFULLY, Parties under this Service Agreement,to the full extent that such arise IT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF from Client's misrepresentation with regard to or noncompliance with the terms of this Service Agreement, the Community Rules, Client's LIABILITY.Neither Provider nor its affiliates warrant that the Internet failure to comply with applicable law,and/or Client's acts or omissions. connection will be uninterrupted or error free or that any Information, provider Parties shall have the right but not the obligation to participate software or other material accessible through the Internet is free of In the defense of the claim at Client's cost and Client shall cooperate viruses,worms, "Trojan Horses'or other harmful components.Client with provider Parties in such case. should use whatever security measures it deems prudent for its business operations. 19. Events of Default.The following are"Events of Default"without any notice or demand unless otherwise Indicated:(a)Client's failure to pay Neither Provider nor its affiliates warrant that Services will be error within(5)days of when due all or any portion of any fee,including One- free. Various Services may be unavailable from time-to-time either for Time Fees, Recurring Fees and Non-Recurring Fees or any other fee scheduled or unscheduled maintenance,technical difficulties, or for owed by Client to Provider("Monetary Default");provided,however, other reasons beyond Provider's reasonable control,including but not the first such failure shall not be a Monetary Default if Client pays the limited to unavailability of any Service controlled by the Building Owner amount due within ten 10 days of the date due;(b)Client or any person or other third party. Temporary interruption of Services for such at the Center at Client's invitation or with its permission engages in any reasons,as well as interruptions of Services caused by Client,its agents, conduct In violation of Section 2,Section 16 or Section 18 hereof as employees,guests or by a Force Majeure Event,shall not constitute a determined by Provider in Its sole discretion ("Material Default"); (c) failure by Provider to perform Its obligations under this Service Clients failure(other than a Monetary Default or a Material Default)to Agreement, and Customer will not hold Provider at faun for loss of comply with any term,provision or covenant of this Service Agreement Client revenue, lost employee productivity or any other damages or Community Rules,if the failure is not cured within five(5)calendar whatsoever incurred by Client due to such interruptions. days after written notice to Client; or (d) Client becomes Insolvent, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO bankrupt,goes into liquidation or becomes unable to pay its debts as ANY SERVICE AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED they become due. WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF 20. Provider Remedies.Upon any Event of Default,Provider shall have the MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE right,without notice or demand(except as provided in Section 22),to OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. pursue any of Its rights and remedies at law or In equity,Including any WITHOUT LIMITING ANY EXPRESS PROVISIONS OF THIS SERVICE one or more of the following remedies: (a) Terminate this Service AGREEMENT,PROVIDER SHALL NOT BE LIABLE TO CLIENT FOR ANY Agreement;(b)Change locks,alter security devices and lock out Client, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL its agents, employees, representatives and Invitees or terminate RELIANCE OR PUNITIVE DAMAGES (INCLUDING LOST BUSINESS, Client's right of possession of the Center,including any office or other REVENUE,PROFITS,OR GOODWILL)ARISING IN CONNECTION WITH accommodation used by Client without terminating this Service THIS SERVICE AGREEMENT OR THE PROVISION OF SERVICES, Agreement and without complying with applicable law,the benefits of INCLUDING ANY SERVICE IMPLEMENTATION DELAYS AND/OR which are waived by Client to the fullest extent permitted by applicable FAILURES, UNDER ANY THEORY OF TORT,CONTRACT,WARRANTY, law,including but not limited to placing a written notice an the front door thereof explaining Provider's actions or stating the name,address STRICT LIABILITY OR NEGLIGENCE, EVEN IF PROVIDER HAS BEEN or telephone number of any individual or company from which a new ADVISED,KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF key may be obtained;(c)Accelerate all Recurring Fees due through the SUCH DAMAGES. entire Term of this Service Agreement and demand all sums due THE FOREGOING LIMITATIONS APPLIES TO ALL CAUSES OF ACTIONS immediately as liquidated damages;(d)Withhold or suspend provision AND CLAIMS, INCLUDING BREACH OF CONTRACT, BREACH OF of one of more Services;(e)Remove and store,at Client's expense,all WARRANTY, NEGLIGENCE,STRICT LIABILITY, MISREPRESENTATION of Client's property in the Center using such lawful force as may be AND OTHER TORTS. necessary;(f)Cure such Event of Default for Client at Client's expense (plus a 15% administrative fee);Apply any Services Retainer to cure 16. Force Majeure Event.Neither Party shall be liable to the other for any such Event of Default;(h)Recover such other amounts In addition to or delay,inconvenience,loss,liability or damage resulting from any failure in lieu of the foregoing as may be permitted from time to time by or interruption of Services, directly or indirectly caused by applicable law,including any other amount necessary to compensate circumstances beyond such party's control,including but not limited to Provider or Its affiliates for all the detriment proximately caused by unavailability of any Service controlled by the Building Owner or other Client's failure to perform its obligations under this Service Agreement, third party,labor disputes,acts of war or terrorism,criminal,Illegal or Including all out-of-pocket expenses reasonably incurred by Provider in unlawful acts, natural causes, mechanical or power failures, or any enforcing Its rights and remedies under this Service Agreement, order, law or ordinance in any way restricting the operation of the including all reasonable legal expenses. Services.Changes in economic,business or competitive condition shall not be considered a Force Majeure Event. 21. Client Not Relieved from Liabilities. Unless expressly provided in this Service Agreement,the repossession or re-entering of all or any part of 17. Insurance. It is the Client's responsibility to procure Insurance for its the Center,Including any office or other accommodation used by Client, own business and personal property which it brings in to the Center, or Provider's exercise of any other remedy either as provided herein or including any removable trade fixtures,and for Its own liability to its otherwise,shall not relieve Client of its liabilities and obligations under employees and to third parties.Provider strongly recommends that the this Service Agreement, including,without limitation,Client's liability Client put such insurance in place. for the payment of any Service fees or any other damages Provider or 18. Indemnification. In addition to its specific indemnification its affiliates may incur by reason of Client's breach. In addition,Client responsibilities set forth elsewhere In this Service Agreement and as shall not be relieved of its liabilities under this Service Agreement,nor permissible under applicable law, Client at its own expense, shall be entitled to any damages hereunder,based upon minor or immaterial indemnify,defend and hold harmless the Provider Parties against any errors in the exercise of Provider's remedies. Each right and remedy and all claims,liabilities,lawsuits,damages,losses,judgments, costs, shall be cumulative and in addition to any other right and remedy now fees and expenses incurred by the Provider Parties, Including or subsequently available to Provider at law or In equity. AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, 22. Termination of Buildin¢ Lease or Center Ooerations. This Service INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO Agreement terminates simultaneously with the termination of the THIS SERVICE AGREEMENT. THIS WAIVER IS KNOWINGLY, Building Lease or Provider's termination of operations at the Center. If WILLINGLY AND VOLUNTARILY MADE BY PROVIDER AND CLIENT, this Service Agreement terminates pursuant to this Section 22,Client AND EACH PARTY HEREBY REPRESENTS THAT NO will only have to pay the Service fees up to the date it ends. In the event REPRESENTATIONS OF FACT OR OP INION HAVE BEEN MADE BY ANY of such termination,Provider will use commercially reasonable efforts INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN to find similar accommodation(s)for Client in another Center owned ANYWAY MODIFY OR NULLIFY ITS EFFECT. PROVIDER AND CLIENT and operated by Provider's affiliate. EACH FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN 23. Effect of Termination. When this Service Agreement ends,either at REPRESENTED IN THE SIGNING OF THIS SERVICE AGREEMENT AND expiration of the Term or early termination hereunder,Client's license IN THE MAKING OFTHIS WAIVER BY INDEPENDENT LEGAL COUNSEL to occupy the office is automatically revoked and Client will (a) OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY promptly vacate the Center and leave it,including any office or other INDEPENDENT LEGAL COUNSEL,SELECTED OF ITS OWN FREE WILL, accommodations used by Client,in the same condition as when first AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THiS occupied by Client,normal wear and tear excepted,(b)turn in keys and WAIVER WITH COUNSEL security cards, if any, and (c) provide Provider with a forwarding address and telephone number.If all keys are not returned,a fee of one 26. Waiver. No express or implied waiver by Provider of any event of hundred dollars ($100.00)will be charged to re-key locks (per lock). noncompliance shall in any way be a waiver of any further subsequent Before the expiration of this Service Agreement, it is Client's event of noncompliance. responsibility to notify ail parties with whom Client does business of its 27. Other Provisions. Client has had an opportunity to read this Service new address and phone number;Client shall no longer be entitled to Agreement and seek legal guidance.In no event will any rule of contract use Provider's address and/or telephone lines for any reason or in any interpretation apply where ambiguities will be construed against manner whatsoever, including, but not limited to, advertising, Provider. The titles of the sections in this Service Agreement are for marketing or business listing,either over the Internet or otherwise once reference only,are not part of this Service Agreement,and will not vary this Service Agreement ends.Unless there is a written agreement to the the terms of this Service Agreement. If Client is a corporation, contrary signed by both parties, mail shall be returned to sender, partnership, limited liability company, or any other entity, each packages refused and telephone service disconnected.Upon vacating Individual executing this Service Agreement on behalf of said entity any office space (by termination or relocation at Client's request), represents and warrants that he/she is duly authorized to execute and Provider will charge and Client agrees to pay a cleaning and restoration deliver this Service Agreement on behalf of said entity and agrees to be fee at a rate equal to $175.00 per office(the "Reconditioning Fee"). bound by all provisions contained therein. This Service Agreement Provider shall have the right to adjust the Reconditioning Fee from time contains the entire agreement between Client and Provider and to time.Provider reserves the right to charge additional reasonable fees supersedes any and all prior agreements whether written or oral.This for any repairs needed above and beyond normal wear and tear. All Service Agreement may only be modified in writing signed by the party property left in the Center by Client after termination of the Service to be bound.If any term or provision of this Service Agreement shall be Agreement shall be deemed abandoned and Provider may either invalid or unenforceable, then such term or provision shall be declare the same to be the property of Provider,or at sole cost of Client, automatically reformed to the extent necessary to render such term or remove and store and/or dispose of the same without incurring liability provision enforceable, without the necessity of execution of any to Client or any other third party.If Client fails to vacate the Center as amendment or new document, the remainder of this Service provided herein,Client shall be responsible for any loss,claim or liability Agreement shall not be affected, and each remaining and reformed the Provider incurs related to Client's failure to vacate on time.Provider provision of this Service Agreement shall be valid and enforced to the may, in its sole discretion, permit Client an extension subject to a fullest extent permitted by Law.Provider reserves the right to assign surcharge on the Monthly Office Fee.The provisions of this Section 23 this Service Agreement and delegate its responsibilities hereunder, shall survive the expiration or earlier termination of this Service Agreement. 28. Confidentiality.This terms and conditions of this Service Agreement are confidential. Client agrees not to disclose the terms of this Service 24. Governing Law;JutistFiction and Venue. This Service Agreement shall Agreement to any third parry without the prior written consent of be interpreted,construed and enforced in accordance with the laws of Provider, unless required by law. This obligation shall survive the the state of Texas. All obligations under this Service Agreement are expiration or earlier termination of this Service Agreement for a period performable in the county where the Center is located,which shall be of two years. venue for all legal actions. 29. Notices. If a request,approval,consent,demand or notice(collectively, 25. WAIVER OF JURY TRIAL. PROVIDER AND CLIENT,TO THE FULLEST a"notice")shall or may be given to either party by the other,the notice EXTENT PERMITTED BY LAW, EACH HEREBY KNOWINGLY, shall be in writing and delivered by:(a)hand delivery during normal INTENTIONALLY, IRREVOCABLY, UNCONDITIONALLY AND business hours; (b) email during normal business hours; (c) certified VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT mail,return receipt requested;or(d)by overnight or same day courier COUNSEL, WAIVES, RELINQUISHES AND FOREVER FOREGOES ALL service, at the parties' respective addresses set forth In the Basic RIGHT TO A TRIAL BY JURY IN ANY ACTION,SUIT,PROCEEDING,OR Information. Each notice shall be deemed to have been received or COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATING TO given on the earliertootcurofactual delivery(nextbusinessday Ifhand THIS SERVICE AGREEMENT OR ANY CONDUCT,ACT,FAILURE TOACT delivered or emailed outside of normal business hours)or the date on OR OMISSION OF OR BY PROVIDER OR CLIENT, OR ANY OF THEIR which delivery is first refused,or,If Client has vacated the Center or RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, other notice address of Client without providing a new notice address, SHAREHOLDERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY 3 days after notice is deposited in the US.mail or with a courier service OTHER PERSONS AFFILIATED WITH PROVIDER OR CLIENT, in the manner described above. Either party may change Its notice WHETHER SOUNDING IN CONTRACT,TORT OR OTHERWISE,OR IN address by giving the other party written notice of the new address in THE ENFORCEMENT OF ANY OFTHETERMS OR PROVISIONS OF THIS the manner described In this Section 29. SERVICE AGREEMENT.IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS ExecutiveWorkspace COMMUNITY RULES The Center is a shared community and these Community Rules are intended for the safety, comfort, and well-being of all Executive Workspace clients,guests and invitees. 1. While at the Center,Client and its agents,employees and guests shall behave in a manner consistent with a professional office environment at all times,including dressing in an appropriate manner. Shoes must be worn at all times.Client must accompany its guests while at the Center, No guests are permitted to walk freely around the Center;Children must be accompanied by an adult at all times. 2. Sidewalks,doorways,plaza entries,corridors,halls,ramps,vestibules,stairways,elevators and similar areas shall not be or used for any purpose other than ingress and egress to and from the Center and for going from one part of the Building to another part of the Building. Provider may control and prevent access to any common area to maintain the safety, character,reputation or interest of the Center and Building. 3. Plumbing fixtures and appliances shall be used only for the purposes for which constructed,and no sweepings, rubbish, rags, or other unsuitable material shall be thrown or placed therein. The cost of repairing any stoppage or damage resulting to any such fixtures, or appliances from misuse on the part of Client or its officers, agents, servants, and employees shall be paid by Client. 4. Interior decorations to any office must not be visible from the exterior of the office. No signs, posters,stickers, decals, coverings,advertisements,notices,business cards,lettering,or other article shall be painted,affixed or placed on any of the windows,window sills,glass partitions,sidelights,clerestory lights or doors, or other part of the Center or Building. No nails, hooks, or screws shall be driven into or inserted in any part of the Center or Building, except by Provider maintenance personnel except with respect to normal and customary decorating(pictures of a reasonable weight and size(less than 10 lbs., etc.). Offices with an atrium view or otherwise visible from the outside must be kept neat,clean, free of clutter and be visually pleasing. S. No equipment of any kind shall be operated on in the Center that could in any way unreasonably annoy any other client in the Center or tenant in the Building.Client shall not make or permit any unreasonable noises in the Center or Building, or otherwise interfere in any way with other clients,or persons having business with them. Client's office door must be closed when using a speakerphone,paper shredder,or other loud equipment. 6. Client shall comply with all safety,fire protection and evacuation procedures and regulations established for the Center and Building.No firearms or weapons of any kind are allowed within the Building. Provider or the Building owner has the right to evacuate the Building in event of emergency or catastrophe. 7. Client shall not invite to the Center,or permit the visit of,persons in such numbers or under such conditions to interfere with the use and enjoyment of the common areas or other facilities of the Center or Building by other Center clients or Building tenants. Client shall not conduct any activity on or about the Center or Building which will draw pickets, demonstrators or the like. Client shall not knowingly take any action which would cause any work stoppage, picketing, labor disruption or dispute, or any unreasonable interference with the business of Provider,the Building owner or any other client,tenant or occupant of the Center or Building or with the rights and privileges of any person lawfully in the Center or Building. If Client violates the foregoing, Client shall take any actions necessary to resolve any such work stoppage, picketing, labor disruption, dispute or interference and shall have pickets removed and, at the request of Provider,immediately terminate at any time any work being performed in the Center giving rise to such labor problems, until such time as Provider shall have given its written consent for such work to resume. Client shall have no claim for damages of any nature against Provider (and its affiliates), the Building owner or any of their respective officers, employees,agents or contractors in connection therewith. S. Only workmen employed, designated or approved by Provider may be employed for repairs, installations, alterations, painting, material moving and other similar work that may be done in or on the Center. Employees and contractors of Provider or its affiliates shall not perform any work for a Client or do anything outside of his or her regular duties unless under special instructions from Provider. Employees of the Building management are not available to perform any services for Client and shall not be requested by Client to perform any services or do any work.Contact with the Building management is exclusively through Provider. 9. No ice, mineral or other water, towels, newspapers, etc., shall be delivered to Client in the Center except by persons approved by Provider. 10. No additional locks or bolts of any kind shall be placed on any door in the Center or the Building and no lock on any door therein shall be changed or altered in any respect. Client shall not make duplicate keys. All keys shall be returned to Provider upon the termination of this License Agreement and Client shall give to Provider the explanations of the combinations of all safes,vaults and combination locks remaining with the Center. Client may at all times keep a pass key to the Center. All office doors in the Center shall be left closed at all times and left locked when not in use. 11. Client shall not bring into the Center or Building any safes or other heavy equipment which may overstress any portion of the floor. All damage done to the Center or Building by the placing of heavy items which overstress the floor will be repaired at the sole expense of the Client,including the cost of an engineer approved by Provider and the Building owner. 12. Movement in or out of the Building of furniture or office equipment,or dispatch or receipt by Tenant of any merchandise or materials which require the use of elevators,stairways,lobby areas,or loading dock areas,shall be restricted to hours designated by Provider. All deliveries must be made via the service entrance and service elevators, if available,during normal business hours. Use of freight elevators,if any,must be scheduled with Provider prior to use. Prior approval must be obtained from Provider for any deliveries that must be received after normal business hours. Provider shall maintain complete control overthe manner and timing of any such deliveries. If the forgoing is approved by Provider,such activity shall be under the supervision of Provider or the Building owner and performed in the manner reasonably stated by such parties. Provider may prohibit any article, equipment or any other item from being brought into the Building if in Provider's good faith judgment same would cause damage to the Building. Client assumes all risk for damage to articles moved by or on behalf of Client and injury to any persons resulting from such activity. If any equipment,property and/or personnel of Provider,the Building owner or of any other client or Building tenant is damaged or injured as a result of or in connection with such activity,Client shall be solely liable for any and all damage or loss resulting therefrom,except to the extent caused by the gross negligence or willful misconduct of Provider,its employees,agents or contractors. 13. Client shall not waste electricity,water,heating,air conditioning or any other resources. No heating,air-conditioning unit or similar apparatus shall be installed or used by Client. Air conditioning vents may not be removed or altered in any way without the prior written consent of Provider. Client before closing and leaving its office,shall tum off its office lights and if Client is in the Center outside of the normal business hours of Provider, shall also turn off the common area lights in the Center and ensure that the entry doors are locked. Client shall ensure that to the extent reasonably practicable, window coverings are closed on all windows in the Center while they are exposed to the direct rays of the sun. 14. Client shall not permit any cooking in the Center(except for equipment located in the Center by Provider customarily used in similar professional office space for the preparation of coffee,tea,hot chocolate and similar beverages,and for the heating of foods). Heated foods must not emit a strong odor or smell. 15. Clients are required to provide and use a chair mat for all wheeled chairs.Soiled,stained,torn or worn carper may result in a charge being deducted from the Services Retainer for carpet repair and or replacement.Client is responsible for any damages to the Center,including carpeting and flooring,as a result of rust orcorrosion of file cabinets,roller chairs,metal objects,or spills of any type liquid. 16. No scooters, roller skates, roller blades, bicycles, and no other vehicles of any kind or other items with wheels shall be brought into and operated within the Center or Building. 17. Vehicles may only be parked in designated areas, one per space, and must be currently licensed, in good operating condition,parked for business purposes having to do with Client's business operated in the Center. Client shall not park additional vehicles in the parking lot. No vehicle shall be parked as a "billboard"in the parking lot or garage, if any. Any vehicles parked improperly may be towed. Client,Client's agents,employees,clients and guests who do not operate or park their vehicles as required shall subject the vehicle to being towed at the expense of the owner or driver. Provider or the Building owner may place a "boot"on the vehicle to immobilize it and may levy a charge the greater of$50.00 or the amount charged to Provider by the Building owner to remove the"boot." Neither Provider,its affiliates or the Building owner shall have any liability in connection with exercising its rights herein. Client may not tow or remove a vehicle from the parking lot. 18. Client shall cooperate with Center and Building employees in keeping the Center neat and clean. if Client uses any conference room or other common areas in the Center during or after business hour, Client shall restore the are to a clean and orderly condition. 19. Neither Provider nor its affiliates will be responsible for lost or stolen personal property,money or jewelry from Client's office or public or common areas regardless of how such loss occurs. Client assumes any and all responsibility for protecting its personal property from theft, robbery and pilferage. 20. Nothing shall be swept or thrown into the corridors, halls,elevator shafts,or stairways. Client shall store all of its trash and garbage within the interior of the Center in trash cans or receptacles. No materials shall be placed in the Center or Building's trash cans or receptacles if such material is of such a nature that it may not be disposed of in the ordinary and customary manner,or if such an act would violate any applicable law governing such removal and disposal. 21. No birds, animals, or reptiles, or any other creatures, shall be brought into or kept in or about the Center or Building. Notwithstanding the foregoing, this restriction shall not apply to canines that are individually trained to do work or perform tasks for people with disabilities and meet the requirement of a "service animal"under the ADA or"assistance animal"under the Texas Human Resources Code. Dogs whose sole function is to provide comfort or emotional support do not qualify as service animals under the ADA. Service animals must be harnessed,leashed,or tethered,unless these devices interfere with the service animal's work or the individual's disability prevents using these devices. In that case, the individual must maintain control of the animal through voice,signal,or other effective controls. 22. Canvassing,soliciting, distributing of handbills or any other written material, and peddling in the Center or Building are prohibited. Client shall not engage in office-to-office solicitation of business from other Center Clients, Building tenants or occupants of the Center or Building, unless through a preapproved forum provided by Provider or otherwise pre- approved in writing by Provider. 23. Clients shall not install any cabling, information technology, telecom communication, antenna or aerial wires, routers, radio or television equipment or other equipment requiring electrical wiring in any portion of the Center or Building without the prior written consent of Provider. Clients shall not permit any equipment or device within the Center which will impair radio or television broadcasting or reception from or in the Building. 24. Client shall not do anything,or permit anything to be done, in or about the Center or Building,or bring or keep anything therein,that will in any way increase the possibility of fire or other casualty or obstruct or interfere with the rights of,or otherwise injure or annoy, other clients of Provider, or do anything in conflict with the valid pertinent laws, rules, or regulations of any governmental authority. 25. Client shall not use or keep in the Center or Building any inflammable or explosive fluid or substance,or any illuminating material, unless it is battery powered, UL approved. No smoking(including electronic cigarettes), candles,or flames or any kind are allowed in the Center. No inflammation,explosive or dangerous fluid or substance shall be used or kept by Client in the Center or Building,Client shall not,without Provider's prior written consent,use,store,install,spill,remove, release or dispose of within or about the Center or any other portion of the Building,any asbestos-containing materials or any solid,liquid or gaseous material now or hereafter considered toxic or hazardous under the provisions of 42 US.C. Section 9601 et seq.Or any other applicable environmental law which may now or hereafter be in effect. If Provider does give written consent to Client pursuant to the foregoing sentence, Client shall comply with all applicable laws, rules and regulations pertaining to and governing such use by Client,and shall remain liable for all costs of cleanup or removal in connection therewith. 26. Client shall not use or occupy the Center in any manner or for any purpose which would injure the reputation or impair the present or future value of the Center or the Building;without limiting the foregoing,Client shall not use or permit the Center or any portion thereof to be used for lodging,sleeping or for any illegal purpose. 27. Client, it employees or agents, or anyone else who desires to enter the Building after normal business hours, may be required to sign in upon entry and sign out upon leaving,giving the location during such person's stay and such person's time of arrival and departure. 28. Provider may exclude or expel from the Center or Building any person who,in Provider's judgment,is intoxicated or under the influence of liquor or drugs,or who is in violation of any of these Community Rules. 29. Provider reserves the right to rescind any of these rules and make such other and further rules and regulations as in the judgment of Provider shall from time to time be needed for the safety, protection, care, and cleanliness of the Center, the operation thereof,the preservation of good order therein,and the protection and comfort of its clients,their agents, employees,and guest,which rules when made and notice thereof given to Client shall be binding upon him in like manner as if originally herein prescribed. FORT WORTH ADDENDUM TO AGREEMENT BETWEEN THE CITY OF FORT WORTH AND VA EXECUTIVE WORKSPACE—AUSTIN SUITES,LLC � 1 c\ , 1AGREEMENT: Office License and Service Agreement("the Agreement") Notwithstanding any language to the contrary in the attached Agreement presented by Executive Workspace — Austin Suites, LLC, ("Provider") for Executive Workspace Office License and Service Agreement, ("Terms"), the City of Fort Worth ("Client") and Provider (collectively the "parties") hereby stipulate by evidence of execution of this Addendum ("Addendum")below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term: The Term of the agreement shall be six months beginning on November 1, 2018. The Renewal Term shall be for a period of one month, and the Agreement may be cancelled in writing by Client thirty days prior to the expiration of the Term, or with thirty days' written notice if in a Renewal Term. The written notice of cancellation shall be effective as of the date of the notice. The Renewal Terms shall be on the same terms and conditions as the Term; no additional fees or surcharges shall be added to the fees charged to Client under this Agreement by virtue of the Agreement entering a Renewal Term. 2. Relocation: Provider shall not have the right to relocate Client to any other location outside of the Center. 3. Services Retainer: The Service Retainer shall be returned to Client to 200 Texas Street, Fort Worth, Texas without the necessity of a written request. 4. Taxes, Surcharges, and Fees: Client is a tax-exempt entity, and as such does not pay taxes. Client shall provide evidence of its tax-exempt status to Provider upon requst. 5. Employee Relations and Replacement Cost: Client will not pay liquidated damages as set forth in Section 13. 6. Indemnification: To the extent the attached Agreement requires Client to indemnify or hold Provider or any third party harmless from damages of any kind or character, such terms are hereby deleted from the Agreement and shall have no force or effect. 7. Events of Default: One-Time Fees shall be paid within ten (10) days of the due date throughout the Term and any Renewal Term. 8. Provider Remedies: The remedies for Provider set forth in Section 20 shall only be available to Provider after Provider gives written notice to Client of Client's Event of Default and Client fails promptly to commence with due diligence and dispatch the curing of such default within said 15-day period or, having so commenced, thereafter fails to prosecute or complete with due diligence and dispatch the curing of such default,provided such cure does not take more than 30 days in the aggregate. 9. Termination of Building Lease or Center Operations: Provider covenants and affirms that the term of the Building Lease extends beyond the term of this Agreement. 10. Fees: An initial set of two (2) keys, access cards, and code programming shall be included in the Agreement without additional fee. Client agrees to pay for any additional keys at Provider's current rate, provided that such rate is reasonable and reflects Provider's actual expenses. Client shall pay a Reconditioning Fee,provided that such fee shall not exceed$175. 11. Confidentiality: Client is a public entity and therefore the agreements it enters into are generally public as required by the Public Information Act, Texas Government Code Chapter 552. Therefore, Section 28 of the Agreement is hereby struck in its entirety. 12.Notices: Notices by email shall not be allowed. 13. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent this Agreement requires the City to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect. 14. No Debt: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of the City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, the City shall have the right to terminate this Agreement except for those portions of funds which have been appropriated prior to termination. 15. Addendum Controlling: If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule,regulation or ordinance of the City, the terms in this Addendum shall control. CITY OF FORT WORTH: EXECUTIVE WORKSPACE —AUSTIN SUITES, LLC A 1 By: By: U Name: Name: Mclr,ssr, GQ r 6 n, Assistant City Manager Title: rnc,, ,-r Date: i 'lp Date: S e-f&m6a r ?sv4 .761& CFW/Form Addendum Page 2 of 3 OFFICIAL RECORD CITY SECRETARY FT.W©RTH,TX O� �ORl�2 ATTS ' z *"*** XAS 1295: y: ti City Secretary APPROVED AS TO FORM AND LEGALITY: By: Assistant City ttorney 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 perfor nance and reporting requirements. e of mployee l L Title OFFICIAL RECORD CITY SECRETARY CFW/Form Addendum F,1, �� � Page 3 of 3 ,TX ExecutiveWorkspace Parking Agreement Executive Works ace-Austin Suites, LLC I ("Operato r")hereby agree to grant use to City of Fort Worth , ("Client") 2 parking space(s)located at 1700 Lavaca. it 1400. Austin. TX 7 The following terms and conditions shall apply to this Parking Space Agreement("Parking Agreement"): Terms and Conditions: 1. Items Left in Vehicle. Operator shall not be responsible for damage or loss to possessions or items left in Client's vehicle. 2. Damage to Vehicle. Operator shall not be responsible for damage to Client's vehicle, whether or not such damage is caused by other vehicle(s)or person(s)in the parking lot and surrounding area. 3. Payments by Client. Client agrees to pay 165.00 per month for the parking space(s). Client acknowl- edges that the monthly rate for the parking is subject to periodic adjustments. Operator shall provide written notice to Client in advance. Client shall make such payment to Operator on the first day of each month. If payment is not received by Operator by the 5th day of the month due, Client shall pay,in addition to the amounts due, a service charge of 10%of the amount owed. If a check tendered by Client is returned for insufficient funds, uncollected funds,or stopped payment, Client shall pay to Operator, in addition the amounts due, a$25 service charge. 4.Termination. Either party may terminate this Parking Agreement by providing written notice to the other party and shall be deemed delivered if served personally during normal business hours or received by e-mail,delivered by air courier service or by US certified mail, return receipt requested. If the effec- tive date of termination is any day other than the last day of the month, Client will have to pay a prorated amount of 1/2 monthly payment. EXECUTED AND AGREED by the parties hereto,this 1 day of November , 2018 Operator: Client: lExq.utive Workspace-Austin Suites, LL City of Fort Worth 1p- aa&A-� r(-� Cair�- �ign ture Signature