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HomeMy WebLinkAboutContract 33564 CITY SECRETARY CONTRACT NO. LEASE AGREEMENT FOR OFFICE SPACE JAMES E. GUINN SCHOOL BUILDING THIS LEASE AGREEMENT ("Lease") is entered into by and between the City of Fort Worth, ("Lessor") and William Mann, Jr. Community Development Corporation ("Lessee"). In consideration of the mutual covenants, promises and obligations contained herein, Lessor and Lessee agree as follows: 1. PROPERTY LEASED 1.1 Leased Area Lessor hereby leases to Lessee and Lessee hereby leases from Lessor approximately 946 square feet on the second floor designated as Suite No. 118 in the building known as the "James E. Guinn School" ("Building) located at 1150 South Freeway, Fort Worth, Texas and as depicted on Exhibit "A", attached hereto and hereby made a part of this Leased and which is signed or initialed by the parties for identification. Lessor reserves the right to re-assign space allocated to Lessee in the building, with reasonable notice to Lessee, if deemed necessary by Lessor for highest and best use of the facility. 1.2 Building Name Lessor shall have the right at any time and from time to time to change the Building Name. 2. TERM OF LEASE The term of this Lease ("Renewal Term") shall be a period of 5 years, starting on July 1, 2006 and expiring June 30, 2011, unless terminated earlier as provided herein. 3. RENEWAL OF TERM If Lessee performs and abides by all provisions and conditions of this Lease and Tenant is not in default, upon the expiration of the Renewal Term of this lease, Lessee shall have 1 option to renew this Lease for a term of 5 years ("2nd Renewal Term") at the rental rate for comparable space at the Building, which on the effective date of the Renewal Term complies with the then current Schedule of Rates and Charges published by the Lessor and under the same terms as set out in this lease; provided however, that if Lessee does not renew this Lease in writing for a Renewal Term, Lessee shall automatically waive its right to renew this Lease. In order to exercise its option to renew Page 1 ��+�G�� Guinn School Lease Agreement CC- 6Ec� /i 2 y 06-02-06 PO4 :40 IN i. 6�'oUiTH' �� . this Lease, Lessee shall notify Lessor in writing of its desire to renew this Lease no less than ninety calendar days prior to the expiration of the term then in effect. 4. COMMON AREA The "Common Area" of the Building as it shall exist from time to time shall be that part of the Building designated by Lessor from time to time for the common use of all Lessees, including, but not limited to other facilities, elevators, stairs, tunnels, halls, lobbies, delivery passages, drinking fountains, public toilets and the like, all of which shall be subject to the Lessor's sole management and control and shall be operated and maintained in such manner as the Lessor, in his sole discretion, shall determine. Lessor reserves the right to change from time to time, the dimensions and locations of the Common Area. Lessee and its employees and invitees shall have the nonexclusive right to use the Common Areas with the Lessor, other Lessees of the Building and other persons entitled to use the same. Use of the Common Area shall be subject to such reasonable rules and regulations governing its use as the Lessor may from time to time prescribe. Lessee shall not take any action that would interfere with the rights of other persons to use the Common Area. Lessor may temporarily close any part of the Common Area for such period to make repairs or alterations. 5. RENT 5.1 Base Rental Rate As base rental for the lease and use of the Leased Area ("Base Rent"), Lessee shall pay Lessor, at the Building office, without demand and without deduction, abatement or setoff except as otherwise expressly provided for herein, the sum of$12.52 per square foot per year of the Leased Area of the Building. 5.2 Operating Expense Rental Rate In the event Operating Expenses (as hereinafter defined) of Lessor incurred in connection with the Land and Building, of which the Leased Area are a part, shall for any calendar year during the Term of this Lease exceed the sum of the 2006 Base Year Actual expenses, Lessee agrees to pay as additional rental Lessee's pro rata share ("Lessee's Share") as determined by Lessor of such Operating Expenses in excess of 2006 Base Year ("Excess Operating Expenses") of the Leased Area, such Excess Operating Expenses shall be capped at 8% of controllable expenses. Controllable expenses do not include taxes and electricity. The term "Operating Expenses" as used herein shall include all costs and expenses of every kind and nature whatsoever incurred by Lessee in connection with the ownership, operation, and maintenance of the Building, the Land on which it is located and any areas adjacent to it, and the parking area and its surrounding area as well as amortization of any capital expenditure which are incurred by Lessor to attempt to effect in the reduction of operating expenses of the building or to keep the building in " Page 2 Guinn School Lease AgreementiV�lrti� J� V ✓ Ff. "3 TH, TEKS compliance with all governmental rules and regulations; provided, however, only the following shall be excluded from Operating Expenses: cost of structural alterations. Lessee agrees, at Lessor's request, to pay Lessee's Share of Excess Operating Expenses for the ensuing twelve (12) months, as estimated once a year by Lessor, in time and place provided in Section 5.2., each in an amount equal to one-twelfth (1/12) of Lessee's Share so estimated by Lessor. If this Lease commences on other than the first day of a calendar year, or if this Lease expires on other than the last day of a prorated according to the portion of the Term that occurs during such calendar year. At least thirty (30) days prior to the commencement of each calendar year during the Term, commencing with the calendar year 2006, Lessor shall furnish Lessee a written statement setting forth the estimated Lessee's Share for the following year and a statement showing one-twelfth (1/12) of the amount of the estimated Lessee's Share. If, as finally determined, Lessee's Share shall be greater than or less than the aggregate of all installments so paid to the Lessor for such twelve (12) month period, then Lessee shall pay to Lessor the amount of such underpayment within thirty (30) days of delivery of such statement, or the Lessor shall credit Lessee for the amount of such overpayment, as the case may be. All Excess Operating Expenses shall be paid by Lessee in the proportion of 6.61% of the total. 5.3 Rent For all purposes under this Lease, "Rent" shall mean the Base Rent and Operating Expense Rental (including any additional rent and any adjustments to rent as provided in this Lease). All past due installments of Rent shall bear interest at the highest non- usurious rate chargeable by Lessor to Lessee from such date due until paid. Unless changed in accordance with Texas law, the applicable method of calculating the usury rate ceiling under Texas law shall be the indicated (weekly) rate ceiling, from time to time in effect, as provided in Tex. Rev. Civ. Stat. Ann. Art. 5069-1.04, as amended. 7. USE Lessee agrees to use the Leased Area solely for the purposes of office space. The permitted use shall be office use. Lessee shall use the Leased Area for no other purpose without the prior written consent of the Lessor. 8. MAINTENANCE,REPAIRS AND CONDITION OF AREA. 8.1. General Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Leased Area, including all fixtures installed in a good, clean and sanitary condition at all times. Lessee covenants and agrees that it will not make or suffer any waste of the Leased Area. Lessor will at Lessor's own expense, make all repairs necessary to prevent the deterioration in condition or value of the Leased Page 3 ��iJln1 Guinn School Lease Agreement�` i 6 �� F1. �-i Tw, T E 9 Area, except those caused by fire or other casualty covered by insurance on the Building under policies naming Lessor as the insured. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and expense under the supervision and with the approval of Lessor.. Lessee 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 Leased Area shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, or from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. Upon termination of this Lease, Lessee will surrender and deliver up the Leased Area to Lessor in the same condition in which they existed at the commencement of the Lease, excepting only ordinary wear and tear and damage arising from any cause required hereunder to be repaired at Lessor's expense. 8.2. Inspection. Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Leased Area at any time. Lessor shall have the right to perform any and all duties or obligations which Lessor is authorized or required to do under the terms of this Lease or to perform its governmental duties under federal, state or local rules, regulations and laws, including the Codes. Lessee will permit the Fire Marshal of the City of Fort Worth or authorized designees to inspect the Leased Area at any time, and Lessee will comply with all recommendations made to Lessee by the Fire Marshal or authorized designee to bring the Leased Area into compliance with Fire Code and Building Code provisions, as such provisions exist or may hereafter be added or amended. Lessee shall maintain in a proper condition accessible fire extinguishers of a number and type approved by Fire Underwriters for the particular hazard involved. Lessor shall provide Lessee with advance notice of inspection when reasonable under the circumstances. 8.3. Performance. If Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing and arrange for the maintenance and repair work to be completed within thirty (30) calendar days of receipt of such notice. Lessee will reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 8.4. Environmental Remediation. Page 4 Guinn School Lease Agreement To the best of Lessor's knowledge, the Leased Area complies with all applicable federal, state and local environmental laws and regulations (collectively "Environmental Laws"). Lessee has thoroughly inspected the Leased Area and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Leased Area. LESSEE COVENANTS AND AGREES THAT LESSEE, AT ITS SOLE COST AND EXPENSE, SHALL BE FULLY RESPONSIBLE FOR THE VIOLATION OF ANY ENVIRONMENTAL LAWS CAUSED, IN WHOLE OR IN PART, BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS,EMPLOYEES, CONTRACTORS,SUBCONTRACTORS OR INVITEES, 8.5. Lessee's Acceptance of the Leased Area. Excepting "Punch List" items of which Lessee shall report to Lessor in writing within ten (10) days after the commencement date hereunder, Lessee acknowledges that it has inspected the Leased Area and Lessee's taking possession of the Leased Area shall be conclusive evidence as against the Lessee that the Leased Area were in good order and satisfactory condition when the Lessee took possession. No other promise of the Lessor to alter, remodel, repair or improve the Leased Area or the Building and no other representation respecting the condition of the Leased Area or the Building have been made by Lessor to Lessee. 9. OBLIGATIONS OF LESSOR 9.1 Services Fumished Subject to the rules and regulations to which reference is hereinafter made, Lessor shall furnish Lessee, at Lessor's expense, except as provided in Paragraph 5.3. above, the following services during the Term: (1) Air conditioning and heating in season, at such times as Lessor normally furnishes these services to other Lessees in the Building and at such temperatures and in such amounts as are considered by Lessor to be standard, but such service outside normal business hours and on Saturdays, Sundays and holidays shall be furnished only at Lessor's discretion and upon reasonable notification. Lessee shall bear the standard charges of Lessor therefore, which shall never be less than the cost thereof. (2) Hot and cold water at those points of supply provided for general use. (3) Standard building janitor service in and about the Building and the Leased Area, five days per week, and periodic window washing; however, Lessee shall pay the additional costs attributable to the Page 5 Guinn School Lease Agreement cleaning of improvements within the Leased Area other than building standard improvements. (4) Elevators for ingress to and egress from the Building during such periods as are considered by Lessor to be standard. (5) Proper building standard facilities to furnish sufficient electrical power for standard lighting, typewriters, dictating equipment, calculating machines and other machines of similar low electrical consumption, but not including electricity required for electronic data processing equipment, special lighting in excess of building standard, or any other item of electrical equipment which singly consumes more than 0.25 kilowatts per hour at rated capacity or requires a voltage other than 120 volts single phase (architect needs to determine if this is adequate with all electrical, computer, etc. uses) Lessee shall pay to Lessor, monthly as billed, such charges as may be separately metered or as Lessor's engineer may compute for any electrical service furnished to Lessee in excess of that stated above. (6) Replacement of fluorescent lamps in building standard ceiling mounted fixtures installed by Lessor and incandescent bulb replacement in public areas. (7) For purposes of this lease normal business hours shall be 7:00 a.m. to 6:00 p.m. on weekdays, except holidays and 8:00 a.m. to 3:00 p.m. on Saturdays, except holidays. 9.2 No Eviction or Breach No interruption, moratorium or malfunction of any services or failure of any machinery or equipment to operate for any cause whatsoever shall constitute an eviction or disturbance of Lessee's use and possession of the Leased Area or Building or a breach by Lessor of any of its obligations hereunder or render Lessor liable for damages or entitle Lessee to be relieved from any of its obligations hereunder (including the obligation to pay Rent) or grant Lessee any right of setoff or recoupment. In the event of any such interruption, however, Lessor shall use reasonable diligence during normal business hours to restore such service in any circumstances in which such restoration is within reasonable control of Lessor and the interruption was not caused by Lessee's fault. Notwithstanding the foregoing, should an interruption of service for more than five (5) consecutive business days due to no fault of Lessee, then Lessee's rental shall abate to the extent any portion of the Leased Area is not able to be leased. 9.3 Additional Services �pu Page 6 ��i�4v ��!X� Guinn School Lease Agreement Should Lessee desire any additional services beyond those described in Paragraph 9.1 or rendition of any of such services outside the normal times of Lessor for providing such services, Lessor may (at Lessor's option), upon reasonable advance notice from Lessee to Lessor, furnish such services and Lessee agrees to pay Lessor such charges as may be agreed on between Lessor and Lessee, but in no event at a charge less than Lessor's actual cost plus overhead for the additional services provided. By way of illustration and not limitation, special equipment requiring abnormal use of water or electricity used as a power source for data processing machines, including air conditioning costs therefore, large business machines and similar equipment of high electrical consumption characteristics shall not be standard water consumption or electrical service, as the case may be, and the costs thereof shall be paid by Lessee. Lessee hereby agrees to cause, at its sole expense, separate meters for measuring units of consumption to be installed within the Leased Area if defined services consumed by Lessee are not standard. 10. ADDITIONS AND FIXTURES 10.1 Approval Rewired Lessee will make no alteration, change, improvement, repair, replacement or addition to the Leased Area without the prior written consent of Lessor which consent will not be unreasonably withheld or delayed. If Lessor grants such prior written consent, the work in such connection shall be at Lessee's expense but by workmen of Lessor or workmen and contractors approved in advance in writing by Lessor and in a manner and upon terms and conditions and at times satisfactory to and approved in advance in writing by Lessor. In any instance in which Lessor grants such consent, Lessor may grant such consent contingent and conditioned upon Lessee's contractors, laborers, materialmen and others furnishing labor material for Lessee's job working in harmony and not interfering with any labor utilized by Lessor; Lessor's contractors or mechanics or by any other Lessee or such other Lessee's contractors or mechanics; and if at any time such entry by one or more persons furnishing labor or materials for Lessee's work shall cause disharmony or interference, the consent granted by Lessor to Lessee may be withdrawn upon forty-eight(48) hours written notice to Lessee. 10.2 Removal of Items Lessee may remove its trade fixtures, office supplies and movable office furniture and equipment not attached to the Building provided: (1) such removal is made prior to the termination of the Term; (2) Lessee is not in default of any obligation or covenant under this Lease at the time of such removal; and (3) Lessee promptly repairs all damage caused by such removal. All other property at the Leased Area and any alteration or addition to the Leased Area (including wall-to-wall carpeting, paneling or other wall covering) and any other article attached or affixed to the floor, wall or ceiling of the Leased Area (any of which as stated above shall require Lessor's prior written consent) shall become the property of Lessor and shall remain upon and be surrendered with the Leased Area as part thereof at the termination of this Lease, Lessee hereby waiving tall o Page 7 0111YiV I At J� Cl`7�N1 Guinn School Lease Agreement `1Kr, Fy. i0o"UH, VOL rights to any payment or compensation therefore. If, however, Lessor so requests in writing, Lessee will, prior to termination of this Lease, remove any and all alterations, additions, fixtures, equipment and property placed or installed by it or at its request in the Leased Area and will repair any damage caused by such removal. 11. ADDITIONAL OBLIGATIONS AND AGREEMENTS OF LESSEE. 11.1 The Lessee shall not exhibit, sell or offer for sale on the Leased Area or in the Building any article or thing (except those articles and things essentially connected with the stated use of the Leased Area by the Lessee) without the advance consent of Lessor. 11.2 The Lessee shall not display, inscribe, print, paint, maintain or affix on any place in or about the Building any sign, notice, legend, direction, figure or advertisement, except on the doors of the Leased Area and on the Building directory and then only such name(s) and matter and in such color, size, style, place and materials as shall first have been approved by the Lessor. The listing of any name other than that of Lessee, whether on the doors of the Leased Area, on the Building directory or otherwise, shall not operate to vest any right or interest in this Lease or in the Leased Area or be deemed to be the written consent of Lessor to any act of Lessee, it being expressly understood that any such listing is a privilege extended by Lessor revocable at will by written notice to Lessee. 11.3 The Lessee shall not advertise the business, profession or activities of the Lessee conducted in the Building in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining to such business, profession or activities and shall not use the name of the Building for any purposes other than that of the business address of the Lessee and shall never use any picture or likeness of the Building in circulars, notices, advertisements or correspondence without the Lessor's consent. 11.4 No additional locks or similar devices shall be attached to any door or window without Lessor's prior written consent. No keys for any door other than those provided by the Lessor shall be made. If more than two keys for one lock are desired, the Lessor will provide the same upon payment by the Lessee. All keys must be returned to the Lessor at the expiration or termination of this Lease. 11.5 All persons entering or leaving the Building after hours on Monday through Friday, or at any time on Saturdays, Sundays or holidays, may be required to do so under such regulations as the Lessor may impose. The Lessor may exclude or expel any peddler. 11.6 The Lessee shall not overload any floor. The Lessor may direct the time and manner of delivery, routing and removal and the location of safes and other heavy articles. Page 8 Guinn School Lease Agreement 11.7 Unless the Lessor gives advance written consent, the Lessee shall not install or operate any steam or internal combustion engine, boiler, machinery, refrigerating or heating device or air-conditioning apparatus in or about the Leased Area or carry on any mechanical business therein or use the Leased Area for housing accommodations or lodging or sleeping purposes, or do any cooking therein or use any illumination other than electric light or use or permit to be brought into the Building any inflammable fluids such as gasoline, kerosene, naphtha and benzene or any explosive, radioactive materials or other articles deemed extra hazardous to life, limb or property. The Lessee shall not use the Leased Area for any illegal or immoral purposes. 11.8 The Lessee shall cooperate fully with the Lessor to assure the effective operation of the Building's air-conditioning system. 11.9 The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by the Lessee or used for any purpose other than for ingress to or egress from its Leased Area. The halls, passages, exits, entrances elevators, stairways and roof are not for the use of the general public and the Lessor shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of the Lessor, shall be prejudicial to the safety, character, reputation and interests of the Building and its Lessees. No Lessee and no employees or invitees of any Lessee shall go upon the roof or mechanical floor of the Building. 11.10 Lessee shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Leased Area, or permit or suffer the Leased Area to be occupied or used in a manner offensive or objectionable to the Lessor or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other Lessees or those having business there, nor shall any animals or birds be brought in or kept in or about the Leased Area or the Building. 11.11 Lessee shall see that the doors and windows, if operable, of the Leased Area are closed and securely locked before leaving the Building and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before Lessee or Lessee's employees leave the Building and that all electricity shall likewise be carefully shut off so as to prevent waste or damage. For any default or carelessness Lessee shall make good all injuries or losses sustained by other Lessees or occupants of the Building or Lessor. In addition to all other liabilities for breach of any covenant of this Section, the Lessee shall pay to the Lessor an amount equal to any increase in insurance premiums payable by the Lessor or any other Lessee in the Building, caused by such breach. 12. INSURANCE. 12.1 Types of Coverage and Limits. Page 9 �,R gr, nr•� n Guinn School Lease Agreement � �� � CHY SIKcffUff Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified in this Section 13, naming the City of Fort Worth and the City of Fort Worth as an additional insureds and covering all risks related to the leasing,use, occupancy, maintenance, existence or location of the Area. Failure to maintain the required insurance may result in termination of this lease at the discretion of the Lessor. Lessee shall obtain the following insurance coverage on an occurrence basis and at the limits specified herein: • Property: A. Fire and Extended Coverage shall be maintained by the insurance policy on all improvements and betterments at their full replacement cost limit; B. Insurance for Contents—Lessee shall be responsible for maintaining any policy of insurance that will insure against loss of property owned by Lessee that is located on the Leased Premises C. Commercial General Liability Insurance - $1,000,000.00 per occurrence; $2,000,000 aggregate 12.2. Adjustments to Required Coverage and Limits. Insurance requirements, including additional types and limits of coverage and increased limits on existing coverages, are subject to change at Lessor's option, and Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. 12.3. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. Lessee hereby covenants and agrees that not less than thirty(30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Lessee shall, on demand, provide Lessor with evidence that it has maintained such coverage in full force and effect. 12.4. Additional Requirements. A. Additional Insured Endorsement: "The City of Fort Worth and the City of Fort Worth are added as additional insureds as respects operations and activities of, or on behalf of the named insured." Reasonably equivalent Page 10 Guinn School Lease Agreement terms may be acceptable at the sole discretion of the Business Assistance Center. B. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non-renewal or amendment, shall be made without thirty (30) days' prior written notice to Lessor. 12.5 Fire Or Other Casualty If at any time during the Term, the Leased Area or any portion of the Building or Common Area (as hereinafter defined) shall be damaged or destroyed by fire or other casualty, then Lessor shall have the election to terminate this Lease within 120 days from the occurrence of such casualty or to repair and reconstruct the Common Area, the Leased Area and Building to substantially the same condition in which they existed immediately prior to such damage or destruction, except that Lessor shall not be required to repair or reconstruct any personal property, furniture, trade fixtures or office equipment which is located in the Leased Area and removable by Lessee under the provisions of this Lease. In any of the aforesaid circumstances, Rent shall abate proportionally during the period and to the extent that the Leased Area are unfit for use by Lessee in the ordinary conduct of its business. If Lessor has elected to repair and restore the Leased Area to the extent stated above, this Lease shall continue in full force and effect and such repairs will be made within a reasonable time thereafter (not to exceed six months) subject to delays arising from shortages of labor or materials, acts of God, war or other conditions beyond Lessor's reasonable control. Should such repairs not be completed within such period, this Lease shall be terminated. In the event that this Lease is terminated as herein permitted, Lessor shall refund to Lessee any prepaid Rent (unaccrued as of the date of damage or destruction) plus Lessee's security deposit provided Lessee is in compliance with Paragraph 7 hereunder less any sum owing Lessor by Lessee. If Lessor has elected to repaid and reconstruct the Leased Area to the extent stated above, then the Term shall be extended by a period of time equal to the period of such repaid and reconstruction. Notwithstanding the provisions of Subparagraphs A. and B. of this Paragraph 10, if the Leased Area or any other portion of the Building be damaged by fire or other casualty resulting from the fault or negligence of Lessee or any of Lessee's agents, employees, contractors, licensees or invitees, the Rent hereunder shall not be diminished during the repair of such damage and Lessee shall be liable to Lessor for the cost and expense of the repair and restoration of the Leased Area or the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. 13. INDEMNIFICATION. Page 11 Guinn School Lease Agreement ��( FT, 0 'TH, TEX, LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY,EXISTENCE OR LOCATION OF THE AREA, EXCEPT TO THE EXTENT CA USED BY THE NEGLIGENT A CTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR. LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE AREA, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INJURY OR DAMAGE TO LESSOR'S PROPERTY WHICH ARISES OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, PATRONS OR TRESPASSERS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR. LESSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY PERSON ON THE AREA OR FOR HARM TO ANY PROPERTY WHICH BELONGS TO LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES OR PATRONS, AND WHICH MAY BE STOLEN, DESTROYED OR IN ANY WAY DAMAGED; AND LESSEE HEREBY INDEMNIFIES AND HOLDS HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUCH CLAIMS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR. 14. ASSIGNMENT AND SUBLETTING. 14.1. In General. Page 12 Guinn School Lease Agreement . ?FORI-THS TEIL Lessee shall not assign, sell, convey, sublease or transfer any of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 14.2. Conditions of Approved Assignments and Subleases. If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees and other charges. 14.3 Assignment by Lessor. If the Lessor's master lease with the City of Fort Worth should be terminated, this sublease shall be assigned to the City of Fort Worth as Lessor. 15. DEFAULT AND REMEDIES A. Notwithstanding anything to the contrary, this lease may be terminated by Lessor with 48 hour written notice of termination. B. Each of the following acts or omissions of Lessee or occurrences shall constitute an"Event of Default:" (1) Failure or refusal by Lessee to timely pay Rent or other payments hereunder. (2) Failure to perform or observe any other covenant or condition of this Lease by Lessee to be performed or observed prior to the expiration of a period of ten (10) days following written notice to Lessee of such failure. (3) Abandonment or vacating of the Leased Area or any significant portion thereof for a period in excess of ninety (90) days. (4) The filing or execution or occurrence of. A petition in bankruptcy or other insolvency proceeding by or against Lessee; or petition or answer seeking relief under any provision of the Bankruptcy Act; or an assignment for the benefit of creditors or composition; or a petition or other proceeding by or against the Lessee for the appointment of Page 13 A Gi!11 Guinn School Lease Agreement -------------- , v R a trustee, receiver or liquidator of Lessee or any of Lessee's property; or a proceeding by any governmental authority for the dissolution or liquidation of Lessee. C. This Lease and the Term and estate hereby granted and the demise hereby made are subject to the limitation that if and whenever any Event of Default shall occur, Lessor may, at its option, in addition to all other rights and remedies given hereunder or by law or equity, do any one or more of the following: (1) Terminate this Lease, in which event Lessee shall immediately surrender possession of the Leased Area to Lessor. (2) Enter upon and take possession of the Leased Area and expel or remove Lessee any other occupant therefrom, with or without having terminated the Lease. (3) Alter locks and other security devices at the Leased Area. D. Exercise by Lessor of any one or more remedies hereunder granted or otherwise available shall not be deemed to.be an acceptance of surrender of the Leased Area by Lessee, whether by agreement or by operation of law, it being understood that such surrender can be effected only by the written agreement of Lessor and Lessee. No such alteration of security devices and no removal or other exercise of dominion by Lessor over the property of Lessee or others at the Leased Area shall be deemed unauthorized or constitute a conversion, Lessee hereby consenting, after any Event of Default, to the aforesaid exercise of dominion over Lessee's property within the Building. All claims for damages by reason of such re-entry and/or repossession and/or alteration of locks or other security devices are hereby waived, as are all claims for damages by reason of any distress warrant, forcible detainer proceedings, sequestration proceedings or other legal process. Lessee agrees that any re-entry by Lessor may be pursuant to judgment obtained in forcible detainer proceedings or other legal proceedings or without the necessity for any legal proceedings, as Lessor may elect, and Lessor shall not be liable in trespass or otherwise. E. In the event Lessor elects to terminate the Lease by reason of an Event of Default, then, notwithstanding such termination, Lessee shall be liable for and shall pay to Lessor at Fort Worth, Tarrant County, Texas, the sum of all Rent and other indebtedness accrued to the date of such termination, plus, as liquidated damages for such default and not as a penalty, an amount equal to the then present value of the Rent reserved hereunder for the remaining portion of the Term (had such Term not been terminated by Page 14 Guinn School Lease Agreement Lessor prior to the date of expiration stated in Paragraph 2) using a market present value discount factor to calculate the same. In the event Lessor elects to terminate the Lease by reason of an Event of Default, in lieu of exercising the rights of Lessor under the preceding paragraph, Lessor may instead hold Lessee liable for all Rent and other indebtedness accrued to the date of such termination, plus such Rent and other indebtedness as would otherwise have been required to be paid by Lessee to Lessor during the period following termination of the Term measured from the date of such termination by Lessor until the date of expiration stated in Paragraph 2 (had Lessor not elected to terminate the Lease on account of such Event of Default) diminished by any net sums thereafter received by Lessor through re-letting the Leased Area during said period (after deducting expenses incurred by Lessor as provided in Subparagraph G hereof). Actions to collect amounts due by Lessee provided for in this Paragraph 16 may be brought from time to time by Lessor during the aforesaid period, on one or more occasions, without the necessity of Lessor's waiting until expiration of such period; and in no event shall Lessee be entitled to any excess of Rent (or Rent plus other sums) obtained by re-letting over and above the Rent provided for in this Lease. F. In the event Lessor elects to repossess the Leased Area without terminating the Lease, then Lessee shall be liable for and shall pay to Lessor at Fort Worth, Tarrant County, Texas, all Rent and other indebtedness accrued to the date of such repossession, plus Rent required to be paid by Lessee to Lessor during the remainder of the Term until the date of expiration of the Term as stated in Paragraph 2, diminished by any net sums thereafter received by Lessor through re-letting the Leased Area during said period (after deducting expenses incurred by Lessor as provided in Subparagraph G hereof). In no event shall Lessee be entitled to any Rent herein reserved. Actions to collect amounts due by Lessee as provided in this Paragraph 16.F. may be brought from time to time, on one or more occasions, without the necessity of Lessor's waiting until expiration of the Term. G. In the case of an Event of Default, Lessee shall also be liable for and shall pay to Lessor, at Fort Worth, Tarrant County, Texas, in addition to any sum provided to be paid above: Broker's fees incurred by Lessor in connection with re-letting the whole or any part of the Leased Area; the cost of removing and storing Lessee's or other occupant's property; the cost of repairing, altering, remodeling or otherwise putting the Leased Area into condition acceptable to a new Lessee or Lessees; and all expenses incurred by Lessor in enforcing Lessor's remedies, including reasonable attorneys' fees. Past due Rent and other past due payments shall bear interest from maturity until paid at the highest non-usurious rate Page 15 Guinn School Lease Agreement C,IrV ��O chargeable by Lessor to Lessee, calculated as set forth in Paragraphs 5. hereof. H. In the event of termination or repossession of the Leased Area for an 'Event of Default, Lessor shall attempt to re-let the Leased Area, or any portion thereof, or to collect Rent after re-letting 1. If Lessee should fail to make payment or cure any Event of Default hereunder within the time herein permitted, Lessor, without being under any obligation to do so and without thereby waiving such default, may make such payment and/or remedy such other Event of Default for the account of Lessee (and enter the Leased Area for such purpose) and thereupon Lessee shall be obligated to, and hereby agrees to, pay Lessor, upon demand, as additional Rent hereunder, all costs, expenses and disbursements (including reasonable attorneys' fees) incurred by Lessor in taking such remedial action. J. In the event of any default by Lessor, Lessee's exclusive remedy shall be an action for damages (Lessee hereby waiving the benefit of any laws granting the right to terminate this Lease, to a lien upon the property of Lessor and/or upon Rent due Lessor), but prior to any such action Lessee will give Lessor written notices specifying such default with particularity and Lessor shall thereupon have thirty (30) days (plus such additional reasonable period as may be required in the exercise by Lessor of due diligence) in which to cure any such default. Unless and until Lessor fails to so cure any default after such notice, Lessee shall not have any remedy or cause of action by reason thereof. All obligations of Lessor hereunder will be construed as covenants, not conditions, and all such obligations will be binding upon Lessor only during the period of its ownership of the Building and not thereafter. Lessor shall have no corporate liability for the performance of any obligations hereunder, recourse by any party for default against Lessor being limited to Lessor's interest in the Building. The term"Lessor" shall mean only the owner of the Building at the date of commencement of the Term, and in the event of the transfer by such owner of its interest in the Building, such owner shall thereupon be released and discharged from all covenants and obligations of the Lessor thereafter accruing, but such covenants and obligations shall be binding during the Term upon each new owner for the duration of such owner's ownership. 16. LIENS. 16.1 Liens by Lessee. Page 16 Guinn School Lease Agreement ��p,,f ;y��r• �ir_'ij:;,�t.`,,' •••i1G U �j iC•p. q , Lessee acknowledges that it has no authority to engage in any act or to make any contract that may create or be the foundation for any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease immediately. However, Lessee's financial obligation to Lessor 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. 17. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Area. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Area and Lessee immediately shall remove from the Area any person engaging in such unlawful activities. Unlawful use of the Area by Lessee itself shall constitute an immediate breach of this Lease. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of the City of Fort Worth and the City of Fort Worth Police, Fire and Health Departments. If Lessor notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation. 18. NON-DISCRIMINATION COVENANT. Lessee, 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 Lessee's use of the Area on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Lessee 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 Area on grounds of race, color, national origin, religion,handicap, sex, sexual orientation or familial status. Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless 19. LICENSES AND PERMITS. � �VJIrl� � L VJiU Page 17 Sr ��U � 15 ►�it Guinn School Lease A Bement t r�.a Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its business. 20. NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. 21. VENUE AND JURISDICTION. Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Lease or by Lessee's operations on the Area, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 22. ATTORNEYS' FEES. In any action brought by Lessor or Lessee for the enforcement of the obligations of the other party under this Lease, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees arising from such action. 23. SEVERABILITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 24. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other cause beyond the reasonable control of the parties. 25. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. 26. ENTIRETY OF AGREEMENT. Pae 18 ^' Guinn School Lease Agreement FT. 'Nu��1 � ��e This written instrument, including any documents incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples this I day of 12006. [SIGNATURES FOLLOW] LESSOR LESSEE CATHEYMARIEKARNES .... : The City of Fort Worth William Mann Jr YSSION EXPMEs Development C'omrorati %E 9e November 24,2008 r Dale Fisse er Assistant City Manager ATTEST:fl(\ , Marty Hendrix City Secret APPRO AS FORM AND LEGALITY: City A o or His Designee Date Jr M&c Num - / 1-7104 Contract Number: _STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority a Notary Public in and for the State of Texas, on this day personally appeared r, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. �cl GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of '2006.0___ - C)T),-, P -- �R JACOBS 21 * NOTARY PUBLIC Nat6ry Public in dor the State of Texas State of Texas �o� Comm. Exp. 05-27-2007 Page 19 �j, i -- Guinn School Lease Agreement i Gt•J;i�: Ulo J_�Oe STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned atronty, a Notary Public in and for the State of Texas, on this day personally appeared /.f Lc�a Fawmd# , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the /39;l9al6t and that he executed the same as the act of the 1)tee chj'o- for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE thissT day of 200 . ,,;p�'�'"''i CATHEY,MARE KA Q *; *= MY COMMISSION 2008 IRES Notary Publi and for the State of Texas ff;ok $ Page 20 Guinn School:Lease Agreement t Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/7/2004 DATE: Tuesday, December 07, 2004 LOG NAME: 17GUINNMASTERLS REFERENCE NO.: **G-14600 SUBJECT: Authorization to Assign the Leases under the Master Lease of the James E. Guinn School from the Fort Worth Business Assistance Center to the City of Fort Worth, Terminate the Master Lease and Renew Expired Leases RECOMMENDATION: It is recommended that the City Council authorize the City Manager to: 1. Accept assignment of existing leases between Guinn School tenants and the Fort Worth Business Assistance Center; 2. Terminate the Master Lease between the City of Fort Worth and the Fort Worth Business Assistance Center; and 3. Renew expired leases between tenants and the City of Fort Worth. DISCUSSION: Council approved the Master Lease between the City of Fort Worth and the Fort Worth Business Assistance Center (the BAC) on May 22, 2001. The BAC board considered the lease during its meeting on June 14, 2001, requested changes and approved the final version during its meeting on July 12, 2001. The Master Lease states that the agreement shall be for five years, beginning on May 23, 2001 and that the BAC has the option to renew the lease for two terms of five years each. The BAC and the City agree that either party may terminate the Agreement, with cause, by giving the other party 90 days written notice. The City Administer opted to Master Lease the building to the BAC because at the time, the City was negotiating with Bank One to sell the federal tax credits, which would have required that the City enter into a complicated sale of the leasehold rights to the BAC, a qualified non-profit organization. Ultimately, the U. S. Economic Development Administration refused to approve the sale, and the City retains ownership of the James E. Guinn Middle School thereby voiding the reason for the BAC to retain the Master Lease. The lease document will be prepared by the Department of Law. The Guinn School is currently 100% leased and it is not anticipated that additional tenants will be added. This property is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no material effect on City Funds. http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/24/2006 Page 2 of 2 TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Dale Fisseler (Acting) (6266) Originating Department Head: Tom Higgins (6192) Additional Information Contact: Dorothy Wing (212-2665) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/24/2006