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HomeMy WebLinkAboutContract 33759 CITY SECRETARY CONTRACT NO. LEASE AGREEMENT FOR OFFICE SPACE TECH FORT WORTH BUILDING THIS LEASE AGREEMENT ("Lease") is entered into by and between Smartacliv Co D. ("Lessor") and TECH Fort Worth ("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 826 square feet on the 2nd floor(s) designated as Suite 2072" in the building known as the "TECH Fort Worth" ("Building) located at 1120 S. 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 ("Initial Term") shall be a period of 12 months starting on 7/1/06 and expiring on 6/30/07 unless terminated earlier as provided herein. 3. RENEWAL OF TERM If Lessee performs and abides by all provisions and conditions of this Lease, upon the expiration of the Initial Term of this lease, Lessee shall have 01 consecutive rights to renew this Lease for terms of 1— months ("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; 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 right to renew this Lease, Lessee shall notify Lessor in writing of its desire to renew this Lease no less than thirty calendar days prior to the expiration of the term then in effect. 07-14-06 P01 :53 IN Page 1 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 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, deli every 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 solicit business or display merchandise within the Common Area, distribute handbills therein or 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 will pay Lessor, at the Building office, without demand and without deduction, abatement or setoff, the sum of $6.50.00 /mo. 0 1.38 so ft per square foot of the Leased Area of the Building per month payable monthly to Lessor in advance on the first day of each calendar month, for each and every month in the Term, in lawful money of the United States. If the Term does not commence on the first day of a calendar month, Lessee will pay in advance a pro rata part of such sum as Base Rent for such first partial month. 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 2004 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 2004 Base Year ("Excess Operating Expenses") of the Leased Area. The "Base Year" is from April 1, 2004 through March 31, 2005. 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 the parking area as well as amortization of any capital expenditure which are incurred Page 2 CADocuments and Settings\jolmsoM\Desktop\Smartacus Lease Update.doc by Lessor to attempt to effect in the reduction of operating expenses of the building or to keep the building in compliance with all governmental rules and regulations; provided, however, only the following shall be excluded from Operating Expenses: cost of structural alterations. No decrease in Operating Expenses shall reduce Lessee's rent below the sum set forth in Paragraph 5.1. 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 4@924 _, 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 which Lessee's Rentable Area bears to ninety-five percent (95%) of the total Rentable Area in the Building or to the total Rentable Area leased in the Building (if such total is greater than ninety-five percent [95%] of the total Building area). 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 installments of Rent paid 5 days after the due date shall be charged a $25.00 late fee for processing late payments. 6. SECURITY DEPOSIT Upon execution of this Lease, Lessee will remit to Lessor a maintenance/damage deposit("Deposit") equivalent to one month's rent. Thereafter, Lessee shall, at a minimum, maintain its Deposit in an amount that is equivalent to its current monthly rental amount for the Leased Area. However, Lessor may increase the amount of the Deposit to a reasonable sum in excess of one month's rent. Lessee's failure to maintain its Deposit as required shall constitute a breach of this Lease. Lessee's Deposit shall be in the form of a cash payment. Lessee will not be entitled to any interest on this Deposit. Unless Lessor terminates this Lease for any breach, default or failure by Lessee, Lessor will refund any unused portion of this Deposit within thirty (30) days following the date that Lessee vacates the Leased Area. Page 3 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc Lessee acknowledges that if Lessor terminates this Lease for any breach, default or failure by Lessee, Lessee shall forfeit the entire balance of its Deposit. 7. USE Lessee agrees to use the Leased Area solely for the purposes of office space. 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. Lessee will, at Lessee's own expense, make all repairs necessary to prevent the deterioration in condition or value of the Leased Area, including, but not limited to, the maintenance of and repairs to doors, windows, roofs, walls and floors, except those caused by fire or other casualty covered by insurance on the Building under policies naming Lessor as the insured, all at Lessee's sole expense, under the supervision and with the approval of Lessor. 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. 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 Page 4 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 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. Lessee agrees to undertake such maintenance or repair work diligently within thirty(30) calendar days of receipt of such notice. If Lessee fails to undertake the recommended maintenance or repairs within this time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event, 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. 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 thirty (30) 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. Page 5 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 9. OBLIGATIONS OF LESSOR 9.1 Services Furnished 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 in any event only upon twenty-four (24) hours prior written request by Lessee, who 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 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. (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 1:00 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 Page 6 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 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 unleaseable. 9.3 Additional Services 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. 10. ADDITIONS AND FIXTURES 10.1 Alterations, Improvements - Approval Required 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) Page 7 C:\Documents and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 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 all 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 written 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 written 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. Page 8 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 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. 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 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 benzine 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. However, Lessee shall be allowed to bring and use a refrigerator and microwave for the use of its employees and invitees. 11.8 The Lessee shall cooperate fully with the Lessor to assure the effective operation of the Building's air-conditioning system, including the closing of Venetian blinds and drapes. 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, unless required by law. 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. For any default or carelessness Lessee shall make good all injuries or losses sustained by other Lessees or occupants of the Building or Lessor. Page 9 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 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. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified in this Section 12, naming the City of Fort Worth as an additional insured and covering all risks related to the leasing, use, occupancy, maintenance, existence or location of the Area. 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. Page 10 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 12.4. Additional Requirements. 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. 13. FIRE OR OTHER CASUALTY A. 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. B. 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 repair 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. C. Notwithstanding the provisions of Subparagraphs A. and B. of this Paragraph 14, 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. Page 11 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 14.INDEMNIFICATION. 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 CAUSED BY THE NEGLIGENT ACTS 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 DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS PROPERTY. 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 SOLEY BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR. Page 12 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 15. ASSIGNMENT AND SUBLETTING. 15.1. In General. Lessee shall not assign, sell, convey, sublease or transfer any of its rights, privileges, duties obligations or interests granted by this Lease without the advance written consent of Lessor, and any such attempt without the advanced written consent shall be void. 15.2. 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. 16. DEFAULT AND REMEDIES A. Lessor shall provide written notice to Lessee of any failure to comply with any term of this Lease. Lessee shall then have 30 days after receipt of such notice to cure the default or breach. If, after 30 days after delivery of notice by Lessor to Lessee, the default or breach has not been corrected, then Lessor shall have the right without further notice to Lessee to declare this Lease terminated. If this Lease is terminated by Lessor, all rights of Lessee shall cease and Lessee shall vacate the Premises within 10 days and return the Premises to its original condition. Lessee shall make no claim of any kind against Lessor for the termination. Any property of Lessee not removed within 10 days, at Lessor's election, may be retained and disposed of by Lessor. B. Lessee agrees that if this Lease is terminated for any reason, Lessor shall have the right to enter upon and take possession of the Premises; and Lessee shall deliver immediate possession of the Premises to Lessor; and if Lessee shall fail or refuse to deliver immediate possession upon termination, then Lessor shall have the right to expel and remove there from forcibly, if necessary, Lessee, its agents, servants, employees, contractors, subcontractors, licensees, or invitees, as well as Lessee's property; and in such event Lessor shall not be guilty of trespass and shall incur no liability as a result of such removal. Nothing in this paragraph shall be construed to prevent Lessee from removing within 10 days following any termination of this Lease any property Lessee has placed or erected on the Premises. Page 13 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc C. The acceptance by Lessor of fees for any periods after Lessee's default shall not be deemed a waiver of any of Lessor's rights to cancel this Lease for Lessee's breach. No waiver of default by Lessor of any of the terms of this Lease to be observed by Lessee shall be construed to be a waiver of any subsequent default by Lessee of any of the terms of this Lease. 17. LIENS. 17.1. Liens by Lessee. Lessee acknowledges that it has no authority to engage in any act or to make any contract which 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. 17.2 Lessor's Lien. IN ADDITION TO ANY APPLICABLE STATUTORY LESSOR'S LIEN, LESSEE GRANTS TO LESSOR, IN ORDER TO SECURE PERFORMANCE BY LESSEE OF ITS OBLIGATIONS UNDER THIS LEASE, A SECURITY INTEREST IN ALL GOODS, INVENTORY, EQUIPMENT, FIXTURES, FURNITURE, IMPROVEMENTS, CHATTEL PAPER, ACCOUNTS AND GENERAL INTANGIBLES, AND OTHER PERSONAL PROPERTY OF LESSEE NOW OR HEREAFTER SITUATED ON OR IN THE AREA OR OTHERWISE RELATING TO LESSEE'S USE OF THE AREA, AND ALL PROCEEDS THEREFROM (THE "COLLATERAL"). IF LESSOR TERMINATES THIS LEASE FOR A FAILURE BY LESSEE TO PAY LESSOR RENT OR FOR ANY OTHER BREACH OR DEFAULT BY LESSEE, LESSOR MAY, IN ADDITION TO ALL OTHER REMEDIES, WITHOUT NOTICE OR DEMAND EXCEPT AS PROVIDED BELOW, EXERCISE THE RIGHTS AFFORDED A SECURED PARTY UNDER THE TEXAS UNIFORM COMMERCIAL CODE ("UCC"). IN CONNECTION WITH ANY PUBLIC OR PRIVATE SALE UNDER THE UCC, LESSOR SHALL GIVE LESSEE FIVE CALENDAR DAYS' PRIOR WRITTEN NOTICE OF THE TIME AND PLACE OF ANY PUBLIC SALE OF THE COLLATERAL OR OF THE TIME AFTER WHICH ANY PRIVATE SALE OR OTHER INTENDED DISPOSITION THEREOF IS TO BE MADE, WHICH IS AGREED TO BE A REASONABLE NOTICE OF SUCH SALE OR DISPOSITION. Page 14 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 18. 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. 19.NON-DISCRBUNATION 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. 20. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its business. 21.NO WAIVER. The failure of Lessor to insist upon Lessee's 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. Page 15 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc 22. 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. 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. HOLDOVER. Any possession of the Leased Premises by Lessee after the date of expiration or termination of the Lease shall be deemed to be a month-to-month tenancy at sufferance, terminable by either party upon 30 days written notice. 26. 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. 27.ENTIRETY OF AGREEMENT. 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. Page 16 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authorit , a Notary Public in and for the State of Texas, on this day personally appeared 066 J known to me to be the person whose name is subscribed to the for goin instrument, and acknowledged to me that the same was the act of .4l and that he executed the same as the act of for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 200 `0'"Y?IN- CATHEY MARIE KARNES MY COMMISSION EXPIRES "•• _ November 24,2008 �i:/lr•--� Notary Publ' and for the State of Texas STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned a ority, a otary Public in and for the State of Texas, on this day personally appeared , �� n � , known to me to be the person whose name is subscribed to the fore oing instrument, and acknowledged to me that the same was the act of the D and that he executed the same as the act of the for the purposes and consideration therein expressed and in the capacity there stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 20QL-. Notary Public in and for the State of Texas METT'IE LANE MY COMMISSION EXPIRES July 26,2007 Page 18 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples this leday of , 200 [SIGNATURES FOLLOW] LESSOR LESSEE City of Fort Worth By: By: ,k4c Daleisseler Assistant City Manager ATTEST: cy)� a i—,q" Marty Hendrix City Secretary APPR(7 AST ORM AND LEGALITY: City A orney or His Designee Date: M & C Number: C off!�1�1 -d�F1JlD Contract Number: Page 17 CADocuments and Settings\johnsoM\Desktop\Smartacus Lease Update.doc ACO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) #.✓" 1 07/05/2006 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Brooke Insurance&Financial Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 1100 Pennsylvania Ave. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Ft.Worth, TX 76104 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Maryland Casualty THE SMARTACUS CORPORATION INSURERB: 1120 S FRWY, STE 207 INSURER C: FORT WORTH, TX 76104 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE MM/DD/YY) DATE(MM/DD/YY) LIMITS A GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ✓ COMMERCIAL GENERAL LIABILITY PAS 41906588 03/01/2006 03/01/2007 1,000,000 PREMISES Ea occurence $ CLAIMS MADE F,/� OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ excl GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY PROJECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY SCHEDULED AUTOS (Per Person) $ HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (perg��t) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? If E.L.DISEASE-EA EMPLOYEE $ es,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LI MIT $ OTHER City of Fort Worth is listed as additional insured CERTIFICATE HOLDER CANCELLATION City of Fort Worth SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Attn: Cathy Karnes-Facility Mgr (Guinn Complex) DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN 1150 S Frwy, Ste 106 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Ft.Worth, TX 76104 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Frank Shannon, CIC ACORD 25(2001/08) ACORD CORPORATION 1988 Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 1/24/2006 DATE: Tuesday, January 24, 2006 LOG NAME: 17TFWLEASEAMEND REFERENCE NO.: **C-21261 SUBJECT: Authorize Execution of Lease Agreements with Tech Fort Worth Tenants RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute lease agreements with Tech Fort Worth tenants to occupy Tech Fort Worth, formerly the gymnasium at the historic James E. Guinn School. DISCUSSION: On March 1, 2005, (M&C G-14692) City Council authorized the City Manager to approve lease agreements with tenants to occupy Tech Fort Worth, formerly the gymnasium on the historic James E. Guinn School campus. The final paragraph of the M&C quoted average monthly lease rates and acceptable short-term monthly lease rates. The word monthly was a typographical error. The paragraph should have read as follows: "The average rent rate in the building is $13.25/square foot annually. A limited amount of space may be leased for short terms for as low as $6 per square foot annually. Any company receiving this rate will be qualified by financial statements. Such statements will be received by Tech Fort Worth staff regularly and the lease rate will be adjusted toward market level as the company is able to support it." Approval of this M&C amends the agreements to reflect the correct terms. Tech Fort Worth is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Economic and Community Development Department will be responsible for the collection and deposit of funds due the City under the lease agreements. TO Fund/Account/Centers FROM Fund/Account/Centers R106 442000 017106005000 - 0.00 78% R106 442010 017206005000 - 0.00 22% Submitted for City Manager's Office by: Dale Fisseler (6140) Originating Department Head: Tom Higgins (6192) Additional Information Contact: Dorothy Wing (212-2665) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/1/2006 Page 2 of 2 http://www.cfwnet.org/council_packet/Reports/mc_print.asp II/l/2006