HomeMy WebLinkAboutContract 35112�fTY S�CFiETAF�Y
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FORT �VORTH
LEASE AGREEMENT FOR OFFICE SPACE
TECH FORT WORTH BUILDING
THIS LEASE AGREEMENT ("Lease") is entered into by and between, City of
Fort Worth ,("Lessor") and Red Productions, LLC ("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 382 square feet on the first floor(s) designated as Suite 128 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 6 months starting on
February 2 6, 2 0 07 and expiring on August 2 6, 2 0 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 no consecutive rights to
renew this Lease
4. Common Area
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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, stair•s, 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 af 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 off'ice, without demand and without deduction, abatement or
setoff, the sum of $ 0. 8 0 ( 3 0 5. 6 0 pe r mon th ) per square foot of the Leased Area
of the Building per month payable annually to Lessor in advance on the first day of the
Term, in lawful money of the United States.
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 incui7ed
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.
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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 2 0 0 7, 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 pei•iod, 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 oveipayment, 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 puiposes 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.
Lessee acknowledges that if Lessor ternvnates this Lease for any breach, default or failure
by Lessee, Lessee shall forfeit the entire balance of its Deposit.
7. USE
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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 priar written consent
of the Lessor.
8. MAINTENANCE, REPAIRS AND CONDITION OF AREA.
8.1. General Maintenance and Repairs bv 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, seivants, employees, contractors, subcontractors,
licensees or invitees, and Lessee agrees to fully repair or otherwise cw�e all such damages at
Lessee's sole cost and expense.
Lessee agrees that, except as otherwise expressly provided herein, all improvements,
trade fv�tures, 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, ovei-flowing 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 sui-�ender and deliver up the Leased
Area to Lessor in the same condition in which they existed at the commencement of the
Lease, excepting only ordinaty wear and tear and damage arising from any cause i•equired
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
perfarm 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
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accessible fire extinguishers of a number and type approved by Fire Underwriters for
the pat�ticular 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, pei-form 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 thot•oughly inspected the Leased Area and is
fully advised of its own rights without reliance upon any representation made by
Lessor concerning the envuonmental 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, SERTjANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INT�ITEES.
8.5. Lessee's Acceptance of the Leased Area.
Excepting "Punch List" items of which Lessee shall report to Lessor in
writing within tlurty (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.
9. OBLIGATIONS OF LESSOR
9.1 Services Fuinished
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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 setvice 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, �ve 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 electr7cal
consumption.
(6) Replacement of fluorescent lamps in building standard ceiling
mounted �xtures installed by Lessor and incandescent bulb
replacement in public areas.
(7) Foi• 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
any such interruption, however, Lessor shall use reasonable diligence during normal
business hours to restore such seivice in any circumstances in wluch 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)
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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 seivices 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 Im�rovements - Approval Required
Lessee will make no alteration, change, improvement, repair, replacement or
addition to the Leased Area without the prior wi•itten 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 oi•
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 warking in hai-mony 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 entiy 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 f�tures, 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 reinoval. 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 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,
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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.
1L 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 wi•itten 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 wi7tten consent. No keys for any door other than tliose
provided by the Lessar 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.
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
cariy on any mechanical business therein or use the Leased Area for housing
accommodations ar lodging or sleeping purposes, or use any illumination other
than electric light or use ar 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 ar property. The Lessee shall not use the Leased Area for any illegal or
immoral purposes. However, Lessee shall be allowed to bi-ing 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.
ll.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 safery,
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 andloz• vibrations, ar 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.
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. INSLTRANCE.
12.1. Types of Coverage and Limits.
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Lessee shall procure and maintain at all times, in fu11 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 occun•ence basis and at the limits specif'ied
herein:
• Pro er •
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 maintainiug 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.
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,
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cancellation, termination, non-renewal or amendment, shall be made without thirry
(30) days' priar 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 tei7ninate 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 desttuction, except that Lessor shall not be required
to repair or reconstruct any personal property, fui�iture, 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.
14. INDEMNIFICATION.
LESSEE HEREBYASSUMES ALL LIABILITYAND RESPONSIBILITYFOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHAIZACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
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CONNECTION WITH ITS USE UNDER TI�IS LEASE OR WITH THE LEASING,
MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE AIlEA,
EXCEPT TO THE EXTENT CAZISED BY THE NEGLIGENT ACTS OR OMISSIONS
OR INTENTIONAL MISCONDUCT OFLESSOR.
LES,SEE 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 BUSINES,S AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJ(IRY, INCL UDING DEATH,
TO ANYAND ALL PERSONS, OF ANYKIND 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 CAIISED BY THE
NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF
LESSOR.
LESSEE ASSUMES ALL RESPONSIBILITYAND AGREES TO PAYLESSOR
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 OFLESSOR.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESS'EE OR
ITS PROPERTY. LESSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY
PERSON ON THE AREA OR FOR HARM TO A.NY 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 WA Y 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
15. ASSIGNMENT AND SUBLETT`ING.
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 tlie
12
advance written consent of Lessor, and any such attempt without the advanced
written consent shall be void.
15 2 Conditions of Approved Assi�nments 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 deliveiy 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 ternunated. 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 ternunated 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 i•efuse
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.
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.
' \-; �'i �'^�� ��1 � n �'����^��l,l
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i__-�. ...
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17.1. Liens bv 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
unmediately. 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 A.REA, 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
PROVID�D BELOW, EXERCISE THE RIGHTS AFFORDED A SECURED
PARTY UNDER THE TEXAS UNIFORM COMMERCIAL CODE ("UCC').
IN CONNECTION WITH ANY PUBLIC QR 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.
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, pat�ons, 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
14
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 Ciry 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, ardinances, rules or
regulations, Lessee shall immediately desist fiom and correct the violation.
19. 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 seivices 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
fait• and equal basis to all persons.
If any claifn arises from an alleged violation of this non-discriniination covenani
by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to
inde�nnify Lessor and hold Lessor hur»iless.
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 failiue of Lessor to insist upon Lessee's performance of any term or provision
of this Lease ar 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.
22. VENiTE 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
15
Disnict of Texas, Fort Worth Division. Tlus Lease shall be construed in accordance with
the laws of the State of Texas.
23. SEVERABILITY.
If any provision of tlus 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 i•espective
obligations as set farth 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 andlor 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. ENTIl2ETY OF AGREEMENT.
This written instrument, including any documents incorporated herein by reference,
contains the entu•e understanding and agreement between Lessor and Lessee, its assigns and
successors in interest, as to the matters contained herein. Any prior or contemporaneous
aral 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 tlus Lease shall not be amended
unless agreed to in writing
and signed by both parties.
6 ,,
� � i�1..'.: � ',._ � _ ,:�
j% ,:,. ;�,,�,,� ,,:, "�1
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IN WITNESS WIIEREOF, the parties hereto have executed this Lease in mulriples this
� 1 day of %�' j� ( yiti�.L� �-1 � 200�.
[SIGNA'I'URES FOLLOW]
LESSOR LESSEE
City of Fort Worth Red Prod tion L �Y.p�,,,
!; �.���' �; CATHEYMARIEKARNES
�` � " ��;'= MY COMMISSIUN EXPIRES
,�� �L, -� ��''••;,QF �w�: Novembor 24, 200f3
By: BY� `
Dale Fisseler � Ju�s m Sarid s
� _ �,`'�-�
Assistant City Manager President
� Y�•
EST:
Marty Hendrix
City Secretary
APPRO AS .
Ciry ttoiney or His Designee
Date:
M& C Number:� W o�W � 1'�4I��
STATE OF TEXAS
COiJNTY OF TARRANT §
Conn�act Number: ��� I �
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
tlus day personally appeared , lmown to me to be the person whose
name is subscribed to the foregoing instniment, and acknowledged to me that the same was the act of
and that he executed the same as the act of
for the purposes and considerarion therein expressed and
ui the capacity thereiu stated.
GIVEN iJNDER MY HAND AND SEAL OF OFFICE this '"�_ day of
; ��� , , 200�.
�l.%, //.-` �i r�
Notary Public in a%r the State of Texas
,�
STATE OF TEXAS
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day peisonally appeared OA!-� (� • I- I>%CL=L-.I� , laiown 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 'L 1 I�� U I'= i� G�+ i �.: � �� 15 I �`1 and that he executed the same as the act of the
;� � 7� D i= (- G 1-, i �+-� �.' t� �f I`i for the purposes and considerarion therein expressed and
in the capacity tllerein stated.
� �'
n GIVEN iJNDER MY FTAND AND SEAL OF OFFICE this %`� 1 �` day of
/`^u��i��� y�� ,200��.�'
�
.. _,.:��+ . _ .
��S�R�°°B<, MARIA S. �AN�HEZ -
�� c* NOTARY PIJBLIC No ry Public in and for the State of exas
STATE OF TEXAS
NT9TF OF t��'y tvly Comm, Exp.12-14•2009
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Cify of Fort Worth, Texas
Mayor and Council Communicatio�
COUNC{L ACTION: Approved on 7118I2006
DATE: Tuesday, July 18, 2006
LOG NAME: 17GUINNCAMPUS
REFERENCE NO.: **G-15294
SUBJECT:
Authorization to Lease Office Space on�the James E. Guinn School Campus, 1150 and 1120 South
Freeway, For� Worth, Texas, to Authorized Outside Organizations
RECOMMENDATION: ,
It is recommended that the Ciiy Council authorize fhe Economic & Community Developmenf Department,
Economic Diversification Division io:
1. Lease available office, training and conference room space to organizations involved in small business
development;
c/2. To ofFer short-term leases to c�mpanies that apply and qualify for the Tech Fort Worth business and
technology incubator program;
3. To ofFer no-cost feases to volunteer organizations fhaf provide counseling or other business
development services to clients at no charge, with a requirement to report performance measures;
4. To offer one annual no-cost lease to the winner of the Mayors 2006 Enirepreneur Expo award;
5. To offer no-cosf leases to for-profit companies that provide services to the department af a cost reduced
by the value of the leased space. �
DISCUSSION:
The historic James E. Guinn school campus is owned by the Cify of Fort Worth and managed by the
Economic Diversification Division of the Economic & Community Development Department. The Forf Worth
Business Assistance Center is located in the middle school and Tech Fort Worth is locafed in the former
gymnasium on the campus. The elementary school will soon be renovated fo provide additional training
and conference room space.
On January 24, 2006, (M&C C-21261) City Council authorized the Cify Manager to execute lease
agreements with Tech Fort Worth tenants. On December 7, 2004, (M&C G-14600) authorized the renewal
of leases at the Business Assistance Center in the James E. Guinn middle school. The purpose of this
M&C is to provide flexibility for such leases_ The James E. Guinn School campus is locafed in COUNCIL
DISTRICT 8.
FISCAL INFORMATfONICERTIFlCATION:
The Finance Director certifies that the Economic & Community Development Depariment will be
responsible for the collection and deposit of funds to the City's General Fund for any leases generated
under this agreement.
Logname: 17GUINNCAMPUS Page 1 of 2
�
G. �y
�
of Fort Worth, Texas
Mayor and Council Communication
- �
COUNCIL ACTION: Approved on 1/24/2006
DATE: Tuesday, January 24, 2006
LQG NAME: 17TFWLEASEAMEND
REFERENCE NO.: **C-21261
SUBJECT:
Authorize Execution of Lease Agreements with Tech Fort Worth Tenants
RECOMMENDATION:
It is recommended that the Cify Council authorize the Ciiy Manager fo execute lease agreements with Tech
Fort Worth tenants to occupy Tech Fort Worth, formerly the gymnasium at the historic James E. Guinn
School.
DISCUSSION:
�n March 1, 2005, (M&C G-14692) City Council aufhorized the Cify Manager to approve lease agreements
�nrith 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 iypog�raphical error. The paragraph should have read as
follows:
"The average rent rate in the building is $13.25/square foot annuallv. A limited amount of space may be
leased for short terms for as low as $6 per square foot annuallv. Any company receiving this rafe will be
qualified by financial statements. Such statements will be received by Tech Fort Worth staff regularly and
the lease rate will be adjusted foward markef level as the company is able to support it."
Approval of ihis M&C amends the agreements fo reflect the correct terms.
Tech Fort Worth is located in COUNCIL DISTRICT 8.
FISCAL (NFORMATION/CERTIFICATION:
The Finance Directo� 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/Accouni/Centers
R706 442D00 017106005000-78%
R106 442010 017206D05000-22%
O.Oa
D.00
FROM Fund/Accoun�/Centers
- - — - � - -� --� - - - ---- -- � ---a.,.-�._._ - �-<
Submitfed for Ciiy Manager's Office by:
�ri iq natinc�De�artment Head;
Additional Information Contact:
Dale Fisseler (6140}
Tom Higgins (6192)
Dorothy Wing (212-2665)
��i1'J����i:��.l .;:����:��'
;;��,1 �, �'�' �o�,S ij �,; ji;�'',%
i v�}�� ��: �.'. _
7n
'y i, ��
Logname: 17TFWLEASEAMEND � . ��� Pa e 1 of 1
g
TO Fund/AccounilCenters
GGD1 451669 017400D O.OD
Submitted for City Manager's Office bv:
Origina�ing De�artment Head:
Additional Information Contact:
Logname: 17GUINNCAMPUS
FROM Fund/Account/Genters
Dale Fisseler (6140)
Tom Higgins (6192)
Dorothy Wing (212-2665)
Page 2 of 2