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HomeMy WebLinkAboutContract 36153 CITY SECRETARY f CONTRACT NO. (Ll SUBLEASE 9&day This Sublease herein so called is made this of November 2007( ) , between City of Fort Worth, a home rule municipal corporation of the State of Texas, located within Tarrant, Denton, Parker, and Wise Counties,Texas(Hereinafter referred to as the "City" or "Sublessor") and Cowboy Santas Program, a non-profit 501 (c) (3) corporation ("Sublessee"). RECITALS : A. Sublessor, as lessee, entered into a lease with 801 Grove, Ltd, as lessor ("Lessor"), dated October 15, 2007 (the "Prime Lease"), leasing the stipulated 18,745 square feet situated on the first and second floors (the "Leased Premises"), more particularly depicted on "Exhibit A"attached and incorporated hereto, of Lessor's building (the "Building"); B. The parties hereto have agreed that Sublessor shall sublet the Leased Premises to Sublessee. AGREEMENTS : NOW, THEREFORE, the parties hereto hereby covenant and agree as follows: SECTION 1. PRIME LEASE. Sublessor hereby represents and warrants that a true, correct, and complete copy of the Prime Lease is attached hereto as "Exhibit B," that the Prime Lease is in full force and effect and has not been modified, that Sublessor has not committed an uncured event of default under the Prime Lease and that Sublessor has the right to sublease the Leased Premises (subject to Sublessee's satisfaction of the agreement regarding insurance hereinbelow). Sublessee agrees that this Lease is subject and subordinate to such Prime Lease SECTION 2. TERM. This lease shall be for a period of 60 months commencing on October 1, 2007 (the "Commencement Date") and terminating on September 30, 2012, unless prior termination is effected by either Sublessor or Sublessee under the termination provisions of this Lease. SECTION 3. GRANT OF SUBLEASE. Sublessor, in consideration of the rent to be paid and the covenants and agreements to be performed by Sublessee as hereinafter set forth, does hereby lease, demise and let unto Sublessee, and Sublessee accepts, the Leased Premises on the terms and conditions set forth herein. SECTION 4. RENT. Sublessee shall pay Sublessor fair and just compensation in the annual rent of $1.00 base rent payable in the full amount of $5.00 for the term upon execution of this Sublease. Sublessee shall pay Sublessor any and all amounts due at 808 Throckmorton Street Fort Worth, TX 76102. - 1 - SECTION 5. ALTERATIONS; INSPECTIONS. Sublessee shall not make any alterations, additions, or improvements to the Leased Premises without the prior written consent of Sublessor. Sublessor shall have the right to enter upon the Leased Premises for the purposes of inspecting same. SECTION 6. INSURANCE. Sublessee agrees that during the term of this Sublease, Sublessee, at Sublessee's expense, shall maintain with an insurer licensed to do business in the State of Texas, having a Best's rating of A VII or better a policy of commercial general liability insurance, insuring Sublessee against liability arising out of the use, occupancy, or maintenance of the Leased Premises, in an amount not less than $1,000,000 per occurrence and $2,000,000 in general aggregate and $50,000 fire damage limit, that such policy shall be primary(and shall be stated to be such in such policy), shall name Lessor as an additional insured, and shall contain an endorsement waiving subrogation against Lessor, and that any insurance maintained by Lessor shall be deemed excess to Sublessee's primary coverage. Sublessee shall deliver a copy of such policy or certificate (or a renewal thereof) to Sublessor and Lessor prior to the Commencement Date and prior to the expiration of any such policy during the term of the Approved Sublease. Such certificate of insurance shall state that Lessor and Sublessor will be notified in writing thirty (30) days prior to cancellation, material change, or renewal of insurance. If Sublessee fails to maintain such policy(ies), Sublessee hereby agrees that under the terms of the Prime Lease, Lessor may elect to maintain such insurance at Sublessee's expense, after written notice of such failure and continued failure to furnish evidence of such insurance five (5) days prior to the expiration thereof. During the term of this Lease, Sublessee, at Sublessee's expense, shall maintain with an insurer licensed to do business in the State of Texas, having a Best's rating of A VII or better workers'compensation and employer's liability insurance,the limits of such policy or policies to be in an amount not less than $500,000 in respect of bodily injury by accident, $500,000 in respect of bodily injury by disease, and $500,000 per employee in respect of bodily injury by disease, with Lessor named as beneficiary of the Texas waiver of right to recover from others endorsement, whether as to employees of Lessee or hired servants of Approved Subtenant or any other subtenant hereunder. SECTION 7. DEFAULTS AND REMEDIES. Sublessee defaults. Each of the following acts or omissions of Sublessee or occurrences shall constitute an "Event of Default:" A. Failure or refusal of Sublessee to pay rent or other payments hereunder. B. Failure to perform or observe any other covenant or condition of this Lease that is to be - 2 - performed or observed by Sublessee prior to the expiration of a period of ten (10)days following written notice to Sublessee of such failure. C. The filing or execution or occurrence of: A petition in bankruptcy or other insolvency proceeding by or against Sublessee; or petition or answer seeking relief under any provision of the: Bankruptcy Act; or an assignment of or the benefit of creditors or composition; or a petition or other proceeding by or against the Sublessee for the appointment of a trustee, receiver or liquidator of Sublessee or any of Sublessee's property; or a proceeding by any governmental authority for the dissolution or liquidation of Sublessee. D. This Lease and the Term and estate hereby granted and the demise hereby made are subject to the limitation that if and whenever any Event of Default shall occur, Sublessor may, at its option, in addition to all other rights and remedies given hereunder or by law or equity, do any one or more of the following: 1. Terminate this Lease, in which event Sublessee shall immediately surrender possession of the Leased Premises to Sublessor. 2. Enter upon and take possession of the Leased Premises and expel or remove Sublessee and any other occupant therefrom,with or without having terminated the Lease. 3. Alter locks and other security devices at the Leased Premises. SECTION 8. NOTICE OF TERMINATION. If Sublessee fails to cure any default within the time periods set forth in Section 8 (B) above, Sublessor may terminate this lease upon written notice sent certified mail to the Sublessee. Termination shall be effective 30 days after Sublessee receives such notice. SECTION 9. FIXTURES . Sublessee may remove all of its owned 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) Sublessee is not in default of any obligation or covenant under this Lease at the time of such removal; and (3) Sublessee promptly repairs all damage caused by such removal. All other property at the Leased Premises and any alteration or addition to the Leased Premises (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 Premises (any of which as stated above shall require Sublessor's prior written consent)shall become the property of Sublessor and shall remain upon and be surrendered with the Leased Premises as part thereof at the termination of this Lease, Sublessee hereby waiving all rights to any payment or compensation therefore. If, however, Sublessor so requests in writing, Sublessee will, prior to termination of this Lease, remove any and all alterations, additions, fixtures, equipment and property placed - 3 - or installed by it or at its request in the Leased Premises and will repair any damage caused by such removal. SECTION 10. SURRENDER OF LEASED PREMISES. Upon the termination of this Lease for any reason whatsoever, Lessee shall surrender possession of the Leased Premises in the same condition as the Leased Premises were in upon delivery of possession under the Lease, reasonable wear and tear excepted. Sublessee also shall surrender all keys for the Leased Premises to Sublessor at the place then fixed for the payment for rent and shall inform Sublessor of all combinations on locks, safes, and vaults, if any, on the Leased Premises. Sublessee shall remove all its furniture and equipment on or before the termination of the Lease; and Sublessee shall be responsible for repairing any damage to the Leased Premises caused by the removal of furniture and equipment. SECTION 11. GOVERNMENTAL REGULATIONS. A. Sublessee agrees to comply fully with all applicable Federal, state, and municipal laws, statutes, ordinances, codes, or regulations in connection with use of the Leased Premises. B. Sublessee shall not introduce nor allow to be introduced any hazardous waste or materials within the Leased Premises. SECTION 12. NON-APPROPRIATION TERMINATION. Notwithstanding any provision contained herein, this Lease shall terminate in the event that the governing body of Sublessor shall fail to appropriate sufficient funds to satisfy any obligation of the City of Fort Worth under the Master Lease. Termination shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever comes first. A. This Sublease is subject and subordinate to the Prime Lease. Except as may be inconsistent with t he terms hereof, all the terms, all relevant covenants and conditions contained in the Prime Lease shall be applicable to this Sublease with the same force and effect as if Sublessor were the Lessor under the Prime Lease and Sublessee were the Lessee thereunder, and any notices required or permitted to be given shall be given in the manner provided in Section 14 of the Prime Lease to the parties at the addresses set forth in the first paragraph of this Sublease. B. Neither Sublessor nor Sublessee shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Lessor under the Prime Lease. SECTION 13. COMPLIANCE. Sublessee agrees to remain in good standing with Federal and State agencies that have any oversight or regulatory responsibility over nonprofit - 4 - corporations, including, but not limited to,the Internal Revenue Service,Texas Comptroller, and Texas Secretary of State. SECTION 14. DOCUMENT PROVISION. Upon written request by the City, Sublessee shall provide to City within seven (7) days from the request the following documents: A. Copy of the Articles of Incorporation forthe Sublessee nonprofit corporation and charter issued by the state where incorporated and any future amendments to said articles and charter; B. Copy of bylaws adopted by nonprofit corporation and any amendments that are approved in the future; C. Copy of any determination letter or other document issued by the Internal Revenue Service regarding the status of the corporation as a nonprofit corporation and any letters or documents that show a change in that status. SECTION 15.AUDIT. Each year that this agreement remains in effect, Sublessee agrees to comply with the following audit requirements: A. Submit an audit of financial statements in accordance with generally accepted auditing standards along with any other letters or reports that are in connection with that audit or as result of discoveries or issues arising during the audit. This submission should be made within 150 days of the close of the fiscal year. B. Submit copy of IRS Form 990 - Return of Organization Exempt from Income Tax. Within 30 days of filing with IRS (if required to file return). If not required to file a return, statement of the exemption to filing. C. If have paid employees and is required to file IRS Form 941 - Employer's Quarterly Federal Tax Return, a copy shall be provided to the City within 10 days of submission to IRS. SECTION 16. REPORT. Each year, on the anniversary date of the Sublease, Sublessee shall provide the City with a report describing the activities undertaken, events sponsored, and/or other programs that have conducted on the Premises that are the subject of this lease. SECTION 17. FINANCIAL. On an annual basis, within thirty (30) days of the end of its fiscal year, Sublessee shall submit the following reports and documents to the City: A. A cumulative financial report showing how funds received from the City were spent; B. A cumulative activity or progress report describing activities undertaken, events sponsored, and programs sponsored. (1) The report should include information on the population served or involved in the activities, events or programs and the number of person reached. (2) If some type of action plan or development plan as a predicate to receiving funds from the City, the report shall describe how the goals of that plan have been meet - 5 - or, if not been met, what steps will be taken in the future to meet the goals of that plan. SECTION 18. AUDIT. Sublessee agrees to provide the City or its duly authorized representatives access to any books, documents, papers, and records that are directly pertinent to this Agreement, which shall include (but is not limited to) notices and minutes for board and membership meetings and any other records documenting the actions of the board and/or membership, for the purposes of making audit, examination, excerpts, and transcriptions at times mutually convenient to both parties. Sublessee agrees to maintain all books, records, and reports required under this Agreement for a period of not less than four (4) years. SECTION 19. ASSIGNMENT. Sublessee shall not assign this Lease without the prior written approval of Sublessor. SECTION 20. NOTICES. All notices to Lessor shall be sent to: 630 North Freeway, Suite 300 Fort Worth, Texas 76102 Attn: J. Scott Tindall All notices to Sublessor shall be sent to: City of Fort Worth Parks and Community Services Department Richard Zavala, Director 4200 South Freeway, Suite 2200 - 6 - Fort Worth, Texas 76115 With a copy to: City of Fort Worth City Attorneys Office 1000 Throckmorton Street Fort Worth, 'Texas 76102 All notices to Sublessee shall be sent to: Cowboy Santas Program, Inc. 801 Grove Street, First Floor Fort Worth, TX 76102 Attn: Patrick Lawler Mailing of all notices under the Lease shall be deemed sufficient if mailed certified, return receipt requested and addressed as specified herein to the other party's address. All time periods related to any notice requirements specified in the Lease shall commence upon the terms specified in the section requiring the notice. SECTION 21. ENTIRE AGREEMENT, MODIFICATION . A. This Lease shall constitute the entire agreement of the Sublessor and Sublessee, and shall supersede any prior agreements, either oral or written, pertaining to the Leased Premises. B. This agreement cannot be changed or modified orally, but only by an instrument in writing signed by both parties. SECTION 22. WAIVERS . One or more waivers of any covenant,term, or condition of the Lease by either Sublessor or Sublessee shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The consent or approval by either Sublessor or Sublessee to or of any act by the other party requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to or approval of any subsequent similar act. SECTION 23. CHOICE OF LAW: VENUE. A. This lease and the relationship created hereby shall be governed by the laws of the State of Texas. B. Venue for any action brought to interpret or enforce the terms of the Lease or for any breach shall be in Tarrant County, Texas. SECTION 24. CONTRACT CONSTRUCTION. - 7 - The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. REMAINDER OF PAGE INTENTIONALLY BLANK EXECUTED SIGNED this 30 day of , 2007. SUBLESSOR: City of Fort Worth SUBLESSEE: By: Libby Watson Sharon mstrong, President Assistant City Manager Cowboy ntas Program, Inc. - 8 - ATTEST: r*,**VN ���)&A Marty Hendrix City Secretary APPROVED AS TO FORM AND LEGALITY: City Attorney or His Designee Date: M & C Number: _22 w,� Contract Number: I - 9 - EXHIBIT 801 Grove, Ltd. 1st Floor 190"Door 10'0I'Door 1(YO"Door U Common Area Loacling 288 sf Elevator j: 8-9,Roll-up with weather seals 0 10"dLO Ao :L. m C5 g"damI WTI ,m � ..- 0 Smart $Closet gn'nk,I e r C? rD C Storagel zone Ot Zone i Restrooms: Jr Add flex duct Z x 2'ceiling grills Zone 2 —4. 10"duct I Ir duct R'. Smart zone from office unit 2­-­ T d Common Fire EA 193 sf Vent Details- A/C Filter A. V. • Exit Light Extinguisher Thermostat City of Fort Worth Lease Page 17 801 Grove, Ltd. j 2nd Floor a &9 RolWp ,__._ I Common 126 sf door wfth Eleyato weather seals r h�h ;t L r. a _. 200 Safe G 7 n a n f Store Room i ' I Ipf - Exit Light Extinguisher Thermostat City of Fort Worth Lease Page 18 EXHIBIT CITY SECRETARY CONTRACT NO. LEASE AGREEMENT STATE OF TEXAS § COUNTY OF TARRANT § This lease agreement (Lease) is made and entered into this, the day of , 2007,the effective date hereof, at Fort Worth, Texas by and between 801 Grove, Ltd. (Lessor), and the City of Fort Worth, a home-rule municipal corporation situated in Tarrant, Denton, Parker, and Wise Counties, acting by and through its duly authorized Assistant City Manager Libby Watson (Lessee). The term "Lessor" shall include the agents, representatives, employees, and contractors of Lessor. The term"Lessee" shall include the agents, representatives, and employees of Lessee. SECTION 1. Leased Premises. For and in consideration of the rental payments to be paid under this Lease, Lessor leases to Lessee and Lessee Leases from Lessor the stipulated 18,745 square feet situated on the first and second floors (the "Leased Premises"), more particularly depicted on Exhibit "A" attached and incorporated hereto, of Lessor's building located at 801 Grove Street, Fort Worth, Tarrant County, Texas (the "Buflding"). Additionally, Lessee shall have the right to use, in common with others, any portions of the Building designated for use in common with others (the "Common Areas") for the intended and normal use thereof, and subject to such commercially reasonable rules and regulations as may be promulgated by Lessor from time to time, which shall include rules and regulations that address appropriate limitation on access to the Leased Premises by any future tenants of the Building. The Leased Premises does not include, and Lessee shall be responsible for providing, parking. Further, the Leased Premises does not include the loading dock and public sidewalks in the vicinity of the Building„ which are property of the City of Fort Worth. SECTION 2. Use of Lease Premises. The Leased Premises shall be used and occupied by Lessee for general office purposes in the portions thereof designated as office areas on Exhibit "A" and otherwise for all activities related to the Cowboy Santas program, including but not limited to the receipt, distribution, administration, registration and warehousing of "Cowboy Santas" toy contributions and for no other purpose, subject to the terms and provisions of this Lease. Lessee will not permit the Leased Premises to be used for any purpose or in any manner that would cause the premiums for the insurance carried by Lessor to be increased or that would cause such insurance to be cancelled. Lessee agrees to obey all laws, ordinances, orders and rules and regulations applicable to the use, condition, and occupancy of the Leased Premises. Lessee shall not disturb, unreasonably interfere with, or endanger Lessor or any other tenants of the Building. Lessee shall not allow a lien to be placed on the Leased Premises. Smoking in the Leased Premises or Common Areas is prohibited. SECTION 3. Term and Rent. 3.01 Term. This Lease shall be for a period of 60 months commencing on October 1, 2007 (the "Commencement Date") and terminating on September 30, 2012, unless a prior termination is effected by either Lessor or Lessee under the termination provisions of this Lease. City of Fort Worth Lease Page 1 3.02 Base Rent. Lessee shall pay Lessor base rent in the following amounts for each year during the term of this Lease (commencing with the Commencement Date and each anniversary thereof) and per month of each such year: rental year annual base rent monthly base rent 10/1/07-9/30/08 $110,000.00 $9,166.67 10/1/08-9/30/09 $113,850.00 $9,487.50 10/1/09-9/30/10 $117,834.75 $9,819.56 10/1/10-9/30/11 $121,958.97 $10,162.25 10/1/11-9/30/12 $126,227.53 $10,518.96 All rental payments shall be payable to Lessor at the location of notice set forth in Section 14 of this Lease. The base rental payment and any other sums due to Lessor shall be made to the Lessor on the first day of the term and each month thereafter including any extension of the Lease, without deduction, offset, abatement, or demand, commencing on the Commencement Date. Rent for any partial calendar month shall be prorated on a per diem basis. All installments of rent paid five (5) days after the due date shall be charged a $25.00 late fee for processing date payments. 3.03 Deemed Donation. (a) Lessor and Lessee stipulate that (i) the number of stipulated square feet contained within the Leased Premises is specified hereinabove and (ii) the number of stipulated square feet contained within Building is 47,801. For purposes of this Section 3.03, "Lessee's Proportionate Share" shall mean the quotient of the number of stipulated square feet contained within the Leased Premises, divided by the total number of stipulated square feet contained within the Building, i.e. 39%. (b) If during the term of this Lease (i) sum of(A) the difference of Lessee's Proportionate Share of the ad valorem personal and real property taxes assessed against the Building ("Taxes") for any calendar year during the term of this Lease or any extensions or renewals thereof minus the Taxes for calendar year 2007 ("Base Year"), plus (B) the difference of Lessee's Proportionate Share of the cost of maintaining comprehensive general and umbrella liability and property insurance covering the Building ("Insurance Costs") for any calendar year during the term of this Lease or any extensions or renewals thereof minus the Insurance Costs for the Base Year shall exceed (ii) the difference of annual base rent for such calendar year minus $110,000.00, Lessor shall be permitted to treat such excess as a deemed donation to Lessee, and Lessee shall cooperate therewith. SECTION 4. Sublease of Entire Leased Premises. Contemporaneously with execution of this Lease, Lessee shall sublease the entire Leased Premises, as described in Exhibit "A" to Cowboy Santas Program Incorporated ("Approved Subtenant") on the same terms and conditions contained in this Lease and as otherwise provided herein (the "Approved Sublease"). Lessee shall furnish a copy of the Approved Sublease to Lessor. This Lease shall expire immediately following the expiration of the Approved Sublease. City of Fort Worth Lease Page 2 SECTION 5. Care of the Leased Premises. 5.01 Care of the Leased Premises by Lessee. Lessee agrees to be responsible for the payment of all water, electricity, natural gas, local telephone, or other utility charges during the term; if Lessee ceases to be the sole tenant of the Building, Landlord, at Landlord's expense, shall arrange for submetering of electricity. Lessee shall keep the Leased Premises free of any waste or nuisance and maintain in good, clean and habitable condition, normal wear and tear excepted. Lessee shall promptly repair or replace any damage to the Leased Premises, the Building, or the Common Areas caused by or resulting from Lessee's use and occupancy of the Leased Premises. 5.02 Care of the Building by Lessor. Subject to the provisions of Sections 12.06 and 12.07, and except for matters that are the responsibility of Lessee under this Lease and damage that Lessee is obligated to repair, Lessor shall maintain in good repair the roof, foundation, and exterior walls of the Leased Premises. Lessee agrees to give Lessor immediate written notice of defects or need for repairs in the roof, foundation, and exterior walls of the Leased Premises upon discovery of such defect or need for repairs for which Lessor is responsible hereunder. Lessor shall promptly (and in any event within ten (10) days after such written notice from Lessee to Lessor, delivered in accordance with the provisions of this Lease) commence and thereafter shall diligently pursue such cure or repair, as applicable, for which Lessor is responsible hereunder, and complete the same as soon as practicable under the circumstances. Lessor's obligation to maintain the aforementioned items shall be limited solely to the cost of such cure or repairs. SECTION 6. Insurance. 6.01 Lessor's Insurance. Lessor represents that it maintains fire and extended coverage insurance covering the Building and commercial general liability insurance, all such insurance being in amounts and with deductibles that a reasonable property owner would maintain on similar property in the central business district of Fort Worth, Texas. 6.02 Lessee's Workers' Compensation Insurance; Approved Subtenant's Insurance. (a) The City of Fort Worth is basically a self-funded entity. As such, the City of Fort Worth does not maintain a commercial liability insurance policy to cover premises liability. Damages for which the City of Fort Worth would ultimately be found liable would be paid directly and primarily by the City of Fort Worth and not by a commercial insurance company. (b) Notwithstanding the foregoing, as a condition to Lessor's approval of Approved Subtenant in accordance with Section 13, and Approved Subtenant, by execution of the Approved Sublease will explicitly agree that during the term of its sublease of the Leased Premises under this Lease, Approved Subtenant, at Approved Subtenant's expense, shall maintain with an insurer licensed to do business in the State of Texas, having a Best's rating of A VII or better a policy of commercial general liability insurance, insuring Approved Subtenant against liability arising out of the use, City of Fort Worth Lease Page 3 occupancy, or maintenance of the Leased Premises, with Lessor named as an additional insured, in an amount not less than $1,000,000 per occurrence and $2,000,000 in general aggregate and $50,000 fire damage limit, that such policy shall be primary (and shall be stated to be such in such policy), shall name Lessor as an additional insured, and shall contain an endorsement waiving subrogation against Lessor, and that any insurance maintained by Lessor shall be deemed excess to the Approved Subtenant's primary coverage. Additionally, Lessee shall require Approved Subtenant to deliver a copy of such policy or certificate (or a renewal thereof) to Landlord prior to the Commencement Date and prior to the expiration of any such policy during the term of the Approved Sublease. Such certificate of insurance shall state that Landlord will be notified in writing thirty (30) days prior to cancellation, material change, or renewal of insurance. If Additionally, Lessee shall inform Approved Subtenant that if Approved Subtenant fails to maintain such policy(ies), Landlord may elect to maintain such insurance at Approved Subtenant's expense, after written notice of such failure and continued failure to furnish evidence of such insurance five(5) days prior to the expiration thereof. c) Lessee understands and agrees that, as to the use of the Leased Premises, the Building, or the Common Areas by Lessee or any invitee, licensee, agent, employee, officer, director, contractor, subcontractor, or subtenant of Lessee and any act or omission of Lessee, or any invitee, licensee, agent, employee, officer, director, contractor, subcontractor, or subtenant of Lessee, Lessee shall be responsible for all liability, demands, actions, costs and expenses (including all court costs, attorneys' fees, and costs of investigation) due to or arising out of or alleged to have arisen in whole or in part out of any of the foregoing. (d) Irrespective whether Lessee does or does not maintain property insurance to cover its property, Lessee understands that all property of Lessee (whether of Lessee or any other party) that Lessee brings into the Leased Premises shall be at the sole risk of Lessee, and Lessor shall not be liable, and Lessee hereby releases Lessor from, any responsibility for any damage thereto or loss thereof. (e) During the term of this Lease, Lessee, at Lessee's expense, shall maintain with an insurer licensed to do business in the State of Texas, having a Best's rating of A VII or better workers' compensation and employer's liability insurance, the limits of such policy or policies to be in an amount not less than $500,000 in respect of bodily injury by accident, $500,000 in respect of bodily injury by disease, and $500,000 per employee in respect of bodily injury by disease, with Lessor named as beneficiary of the Texas waiver of right to recover from others endorsement, whether as to employees of Lessee or hired servants of Approved Subtenant or any other subtenant hereunder. SECTION 7. Broker. Lessee hereby represents and warrants to Lessor that Lessee has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that it has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. City of Fort Worth Lease Page 4 SECTION 8. Improvements; Fixtures. 8.01 Improvements. In consideration of the payment of $98,901.00 made by Lessee to Lessor, one-half ($49,450.50) on or before September 30, 2007, and the balance upon completion, Lessor shall install the items listed on "Exhibit B" hereto as soon as reasonably practicable after execution of this Lease and payment of such initial payment, and in any event within ninety (90) days thereafter. In addition, Lessee acknowledges that Lessor may, but is not obligated to, undertake extensive renovations to the windows and fagade of the Building. 8.02 Fixtures. Lessee shall not make any alterations, additions or improvements, including but not limited to, any security system to the Leased Premises without the prior written consent of Lessor, which shall not be unreasonably withheld provided Lessor is provided assurance that such work involves no penetration of the roof, foundation, or exterior walls of the Building and otherwise does not impact the structural soundness of the Building. Notwithstanding the foregoing, consent for unattached, readily movable or removable furniture, office equipment and trade fixtures, such as the erection or installation of shelves, bins, etc., shall not be required. Lessee shall pay for all costs arising out of alterations, additions or improvements made by or on behalf of Lessee to the Leased Premises. Lessor herein agrees that no property or equipment, owned or installed by Lessee, or any representative or Approved Subtenant of Lessee, shall, under any circumstances, become a fixture, and that Lessee shall reserve the right to remove any and all such property or equipment at any time during the term of this Lease, prior to its termination by either party. Lessor further agrees that she/he will, at no time, hold or retain, any property owned or installed by Lessee or any representative or Approved Subtenant of Lessee for any reason whatsoever, except as provided in Sections 11 and 17.02. SECTION 9. Termination, Funding and Non-Appropriation. 9.01 Termination. (a) Lessor shall have the right to terminate this Lease at any time for any reason or no reason (in addition to any right to terminate as a consequence of Lessee's default or breach of any of the terms expressed herein) by giving Lessee 60 days' written notice prior to the intended termination date. The notice shall be deemed effective when deposited by Lessor in United States mail postage prepaid, certified mail, return receipt requested, addressed to Lessee. (b) Lessee shall have the right to terminate this Lease at any time for any reason or no reason by giving Lessor 60 days' written notice prior to the intended termination date. The notice shall be deemed effective when deposited by Lessee in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to Lessor. (c) Notwithstanding the foregoing, no such termination as to which notice is issued by the Lessor on a date that would result in termination during the months of November, December, or January shall be effective until the ensuing I"day of February. City of Fort Worth Lease Page 5 (d) If this Lease is terminated under this section, or as a result of the expiration of the Lease term or any renewal period, neither parry shall have any further obligation or liability to the other under this Lease, except as provided in Section 17.10. Lessor and Lessee shall be bound by the terms, covenants and conditions expressed herein until Lessee surrenders the Leased Premises, regardless of whether the date of surrender coincides with the date of termination of the Lease. 9.02 Funding and Non-Appropriation. This Lease shall terminate in the event that the governing body of Lessee shall fail to appropriate sufficient funds to satisfy any obligation of Lessee hereunder. Termination shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever comes first. Termination pursuant to this non-appropriation clause shall be without further penalty or expense to either party. SECTION 10. Right of Inspection and Entry. Lessor and its authorized agents shall have the right, during normal business hours, to enter the Leased Premises (a) to inspect the general condition and state of repair thereof, (b) to make improvements and repairs required or permitted under this Lease. By prearranged appointment with Lessee (which, upon the Approved Sublease, may be made with Approved Subtenant), Lessor may show the Leased Premises or the Building to any prospective lessee or purchaser. During the final ninety (90) days of the term of this Lease, Lessor and its authorized agents shall have the right to erect and maintain on or about the Leased Premises customary signs advertising the Leased Premises for lease or for sale, provided such signage does not interfere with Lessee's use of the Leased Premises. SECTION 11. Surrender of Leased Premises. Upon the termination of this Lease for any reason whatsoever, Lessee shall surrender possession of the Leased Premises in the same condition as the Leased Premises were in upon delivery of possession under the Lease (as improved pursuant to Section 8.01 hereof), reasonable wear and tear excepted. Lessee also shall surrender all keys for the Leased Premises to Lessor at the place then fixed for the payment for rent and shall inform Lessor of all combinations on locks, safes, and vaults, if any, on the Leased Premises. On the expiration or earlier termination of this Lease, Lessee shall cause to be removed all furniture and equipment, other than matters that, at the time of installation pursuant to Section 8.02 hereof, are agreed by the parties both to be fixtures (notwithstanding the provisions of Section 8.02) and not required to be removed, and Lessee shall be responsible for repairing any damage to the Leased Premises caused by the removal of furniture and equipment. SECTION 12. Acceptance of Leased Premises; Security; Holding Over; Defaults; Remedies; Condemnation; Casualty; Non Disturbance. 12.01 Acceptance of Leased Premises. Lessee acknowledges that Lessee has fully inspected the Leased Premises, and on the basis of such inspection Lessee hereby accepts the Leased Premises, and the Building and improvements situated thereon, as suitable for the purposes for which the same are leased. By taking possession of the Leased Premises, Lessee acknowledges and agrees that (a) Lessee has had an opportunity to inspect the Leased Premises; (b) Lessee accepts the Leased Premises "AS IS," "WHERE IS," and "WITH ALL FAULTS;" (c) the Building and Common Areas and improvements comprising the same are City of Fort Worth Lease Page 6 suitable for the purpose for which the Leased Premises are leased; (d) the Leased Premises are in good and satisfactory condition; and (e) Lessor makes no representation or warranty of any kind, expressed or implied, with respect to the condition of the Leased Premises (including habitability or fitness for particular purpose of the Leased Premises or promises to alter, remodel or improve the Leased Premises). TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSOR HEREBY DISCLAIMS, AND LESSEE WAIVES THE BENEFIT OF I ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE. Notwithstanding such inspection or any other provisions of this Lease to the contrary, should Lessee discover latent defects after the effective date, Lessee, as Lessee's sole and exclusive remedy, upon notice to lessor, may terminate this Lease. 12.02 Lessor Not Liable for Security. Nothing herein shall make Lessor liable for, or a guarantor of, safety or persons or property in the Leased Premises, the Building, or the Common Areas, and Lessee acknowledges that Lessee is not relying on Lessor to provide such security services and that Lessor has made no representations with respect thereto. Lessee shall be solely responsible for all costs and expenses associated with security systems and/or personnel employed by Lessee to protect the Leased Premises, with any such security arrangements as might affect the Common Areas being subject to Lessor's approval. In addition, Lessor shall not be liable to Lessee for any loss, damage, or injury that may be occasioned by or through the acts or omissions of other tenants of the Building or of any other persons whomsoever. In addition, Lessee shall not be liable to Lessor for any loss, damage, or injury that may be occasioned by or through the acts or omissions of any other tenants of Lessor or any invitees of Lessor in the Building. 12.03 Holding Over. Should Lessee or any of its successors in interest fail to surrender the Leased Premises on the expiration or earlier termination of this Lease, such holding over shall constitute a tenancy from month to month at a monthly rental equal to one hundred fifty percent (150%) of the rent paid for the last month of the term of this Lease. 12.04 Events of Default. The following events shall be deemed to be events of default under this Lease: (a) Failure of Lessee to pay any installment of base rent or any additional rental herein reserved on the date that same is due and such failure shall continue for a period of five (5) days after notice thereof from Lessor to Lessee; provided, however, that for each calendar year during which Lessor has already given Lessee two written notices of the failure to pay an installment of rental, no further notice shall be required (i.e.,the event of default will automatically occur on the fifth day after the date upon which the rental was due) and/or failure of Lessee to pay the amounts due under Section 8.01 hereof on the date that same is due and such failure shall continue for a period of ten(10) business days after the same are due; (b) Failure of Lessee to comply with any term, condition or covenant of this Lease other than the payment of base rent or other any additional rental herein reserved, and such failure City of Fort Worth Lease Page 7 shall not be cured within thirty (30) days after Lessor gives written notice thereof to Lessee; (c) Lessee shall abandon or vacate a substantial part of the Leased Premises; d) Lessee or any guarantor of the Lessee's obligations hereunder shall (i)become insolvent; (ii) admit in writing its inability to pay its debts; (iii)make a general assignment for the benefit of creditors; (iv) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property; or (v) take any action to authorize or in contemplation of any of the actions set forth above in this Section 12.04. e) Any case, proceeding or other action against the Lessee or any guarantor of the Lessee's obligations hereunder shall be commenced seeking (i)to have an order for relief entered against it as a debtor or to adjudicate it as bankrupt or insolvent; (ii)reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors; or (iii) appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (a)results in the entry of an order for relief against it which it is not fully stayed within seven (7) business days after the entry thereof or (b) shall remain undismissed for a period of forty-five(45) days. 12.05 Remedies in the Event of Default. a) Upon each occurrence of an event of default, Lessor shall have the option to pursue any one or more of the following remedies without any further notice or demand as set out in Section 12.04 or otherwise: (i) terminate this Lease; and/or (ii) enter upon and take possession of the Leased Premises with or without terminating this Lease; and/or (iii) alter all locks and other security devices at the Leased Premises with or without terminating this Lease, and pursue, at Lessor's option, one or more remedies pursuant to this Lease, Lessee hereby specifically waiving any state or federal law to the contrary; and in any such event Lessee shall within 48 hours surrender the Leased Premises to Lessor, and if Lessee fails so to do, Lessor, without waiving any other remedy it may have, may, enter upon and take possession of the Leased Premises and expel or remove Lessee and any other person who may be occupying such Leased Premises or any part thereof, without being liable for prosecution or any claim of damages therefore. If Lessor terminates this Lease for non-payment of the rental payments, at Lessor's option, Lessee shall be liable for and shall pay to Lessor, the sum of all rental and other payments owed to Lessor hereunder accrued to the date of such termination, plus, any rental payments due for the remaining rental year, as appropriated by the City Council. City of Fort Worth Lease Page 8 (c) If Lessor repossesses the Leased Premises without terminating this Lease, Lessee, at Lessor's option, shall be liable for and shall pay Lessor on demand all rental and other payments owed to Lessor hereunder, accrued to the date of such repossession, diminished by all amounts received by Lessor through reletting of the Leased Premises during the remaining rental year (but only to the extent of the rent provided for herein). Actions to collect amounts due by Lessee to Lessor under this subparagraph may be brought from time to time, on one or more occasions, without the necessity of Lessor's waiting until expiration of the term of this Lease. (d) Upon an event of default, in addition to any sum provided to be paid herein, Lessee also shall be liable for and shall pay to Lessor (i) the costs of removing and storing property of Lessee, or any representative or Approved Subtenant of Lessee; (ii) the costs of repairing, altering, remodeling or otherwise putting the Leased Premises into the same condition as required under Section 11; and (iii) all reasonable expenses incurred by Lessor in enforcing or defending Lessor's rights and/or remedies. If the event of default is a failure to pay base rent or an abandonment of the Leased Premises, to the extent required by applicable law, Lessor agrees to make reasonable efforts to mitigate its damages provided however, Lessor shall not be required to relet any or all of the Leased Premises prior to leasing other vacant space in the Building. (e) Exercise by Lessor of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Leased Premises by Lessor, whether by agreement or by operation of law, it being understood that such surrender can be effected only by the written agreement of Lessor and Lessee. Lessee and Lessor further agree that forbearance by Lessor to enforce its rights pursuant to this Lease at law or in equity, shall not be a waiver of Lessor's right to enforce one or more of its rights in connection with any subsequent default. 12.06 Condemnation. If, during the term of this Lease, all or a substantial part of the Leased Premises shall be taken for any public or quasi public use under any governmental law, ordinance or regulation or by right of eminent domain or should be sold to the condemning authority under threat of condemnation, this Lease shall terminate and the rent shall be abated. If during the term of this Lease less than a substantial part of the Leased Premises shall be taken for public or quasi public use or by right of eminent domain and the balance of the Leased Premises can, within Lessee's estimation, reasonably be used by Lessee for the use intended, this Lease shall continue in force with respect of the balance of the Leased Premises, and the rent shall be equitably adjusted under the circumstances. All compensation awarded in connection with or as a result of any of the foregoing proceedings shall be the property of Lessor, and Lessee hereby assigns any interest in any such award to Lessor; provided, however, Lessor shall have no interest in any award made to Lessee for loss of business or goodwill or for the taking of Lessee's fixtures and improvements as of the expiration or earlier termination of this Lease, if a separate award for such items is made to Lessee. 12.07 Casualty. City of Fort Worth Lease Page 9 (a) If the Leased Premises or the Building should be damaged or destroyed by fire or other peril, Lessee immediately, upon discovery, shall give written notice to Lessor. If the Building should be damaged or destroyed by any peril covered by the insurance to be provided by Lessor under Section 6.01 above, and, in Lessor's estimation, rebuilding or repairs cannot be completed within one hundred eighty (180) days after the date of such damage or the proceeds of such insurance are not available for rebuilding or such peril is not covered by the insurance to be provided by Lessor under Section 6.01 above, this Lease shall terminate and the base rent and any additional rental shall be abated during the unexpired term of this Lease, effective upon the date of the occurrence of such damage. (b) If the Building should be damaged by any peril covered by the insurance to be provided by Lessor under Section 6.01 above, and in Lessor's estimation, rebuilding or repairs can be substantially completed within one hundred eighty (180) days after the date of such damage and any mortgagee of the Building shall agree to make proceeds of such insurance available for rebuilding, this Lease shall not terminate, subject to Lessee's right to terminate under Section 9.01(b), and Lessor shall restore the Leased Premises to substantially its previous condition, except that Lessor shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements that may have been constructed, erected or installed in, or about the Leased Premises for the benefit of, by or for Lessee, other than the improvements installed pursuant to Section 8.01 hereof. If such repairs and rebuilding have not been substantially completed within one hundred eighty (180) days after the date of such damage, Lessee, as Lessee's exclusive remedy, may terminate this Lease by delivering written notice of termination to Lessor in which event the rights and obligations hereunder shall cease and terminate. For purposes of this subparagraph (b), if the Leased Premises are untenable in whole or in part following such damage, the base rent and any additional rental payable hereunder during the period in which the Leased Premises are untenable shall be reduced ratably, based on the ratio of the area of the Leased Premises that is untenantable to the entire area of the Leased Premises. 12.08 Subordination and Non Disturbance. Lessee accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or at any time hereafter constituting a lien or charge upon the Leased Premises or the Building. In the event of any foreclosure of any such mortgage, Lessee agrees to attorn to the purchaser upon foreclosure of such mortgage. SECTION 13. Assignment. Lessee shall not assign or sublet this Lease without the prior written approval of Lessor, except as contemplated by, and subject to the terms of, Section 4. Upon issuance of such approval, this Lease shall be binding on the successors, and lawful assignees of Lessor and the successors of Lessee, as permitted by the terms of this agreement and by the laws of the State of Texas and the United States. Any person or entity using or occupying the Leased Premises without a lawful assignment or sublease shall be subject to all the responsibilities and liabilities of Lessee and shall be subject to all provisions regarding termination and eviction. City of Fort Worth Lease Page 10 SECTION 14. Notices. Notices required to be made under this agreement shall be sent to the following persons at the following addresses, provided, however, that each party reserves the right to change its designated person for notice, upon written notice to the other party of such change: All notices to Lessor shall be sent to: 630 North Freeway, Suite 300 Fort Worth, Texas 76102 Attn: J. Scott Tindall All notices to Lessee shall be sent to: 801 Grove Street, First Floor Fort Worth, TX 76102 As well as to: City of Fort Worth Real Property Services 1000 Throckmorton Street Fort Worth, Texas 76102 With a copy to: City of Fort Worth City Attorneys Office 1000 Throckmorton Street Fort Worth, Texas 76102 All time periods related to any notice requirements specified in the Lease shall commence upon the terms specified in the section requiring the notice. Any notice required or permitted to be delivered hereunder may be delivered in person (and such notice shall be effective when delivered if delivered in person) or shall be deemed to be delivered whether actually received or not, when deposited in the United States mail, postage prepaid, return receipt requested, certified, addressed to the parties at the addresses indicated herein or such other addresses as may have theretofore been specified by written notice delivered in accordance herewith. SECTION 15. Entire Agreement. This Lease shall constitute the entire agreement of the Lessor and Lessee, and shall supersede any prior agreements, either oral or written, pertaining to the Leased Premises. SECTION 16. Waivers. One or more waivers of any covenant, term, or condition of the Lease by either Lessor or Lessee shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The consent or approval by either Lessor or Lessee to or of any act by City of Fort Worth Lease Page 11 the other party requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to or approval of any subsequent similar act. SECTION 17. Miscellaneous 17.01. Choice of Law and Venue. This Lease and the relationship created hereby shall be governed by the laws of the State of Texas. Venue for any action brought to interpret or enforce the terms of the Lease or for any breach shall be in Tarrant County, Texas. 17.02. Abandoned Property. Lessor may retain, destroy, or dispose of any property left on the Leased Premises on expiration or earlier termination of this Lease. 17.03. Rent. Notwithstanding anything in this Lease to the contrary, all amounts payable by Lessee to or on behalf of Lessor under this Lease, whether or not expressly denominated as rent, shall constitute rent. 17.04 Commercially Reasonable Charges. Lessor and Lessee agree that each provision of this Lease for determining charges, amounts and additional rent payable by Lessee is commercially reasonable, and, as to each such charge or amount, constitutes a "method by which the charge is to be computed" for purposes of Section 93.004 of the Texas Property Code, or any successor thereto or replacement thereof. 17.05 Attorneys' Fees. If either party hereto institutes any action or proceeding to enforce any provision hereof by reason of any alleged breach of any provision of this Lease, the prevailing parry shall be entitled to receive from the non-prevailing party all reasonable attorneys' fees and all court costs in connection with such proceeding. 17.06 Interpretation. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease. 17.07 Authority. Each party agrees to f imish to the other, promptly upon demand, a corporate resolution, proof of due authorization by partners, or other appropriate documentation evidencing the due authorization of such party to enter into this Lease. 17.08 Force Maieure. Neither party shall be held responsible for delays in the performance of its non-monetary obligations hereunder when caused by material shortages, acts of God, labor disputes or other,matters outside of the party's control. 17.09 Estoppel Certificate. Lessee agrees, from time to time, within thirty (30) days after request of Lessor, to deliver to Lessor, or Lessor's designee, an estoppel certificate stating that this Lease is in full force and effect, the date to which rent has been paid, the unexpired term of this Lease and such other factual matters pertaining to this Lease as may be requested by Lessor. It is City of Fort Worth Lease Page 12 understood and agreed that Lessee's obligation to furnish such estoppel certificate in a timely fashion is a material inducement for Lessor's execution of this Lease. 17.10 Survival. All obligations of Lessee hereunder not fully performed as of the expiration or earlier termination of this Lease shall survive such expiration or earlier termination, including without limitation, all payment obligations with respect to base rent or other sums due hereunder and all obligations concerning the condition and repair of the Leased Premises. 17.11 Validity. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the term of this Lease, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable. City of Fort Worth Lease Page 13 SIGNED this 0?y of , 007 (effective date). LESSOR: LESSEE: 801 GROVE, LTD. CITY OF FORT WORTH By: 801 Grove G.P., I , g eral p er '} By: By: N e: J. Scott Tindall Name: Libby Watson Title: President Title: Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Assistant City A rnev ATTEST: �n 1 � \ City Secretary M& C Number : Date: ����.►�.1�.�( s � Contract Number: 3MI oL City of Fort Worth Lease Page 14 ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared J. Scott Tindall, known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of 801 Grove G.P., Inc., in its capacity of general partner of 801 Grove, Ltd., and that he executed the same as the act of said 801 Grove G.P., Inc., in its capacity as general partner of 801 Grove, Ltd., for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 52007. p•PpY My Mote co My Commission Expires 9 .f � 10!2snoos Notary Public in and for the State of Texas City of Fort Worth Lease Page 15 ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Libby Watson, known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Libby Watson, and that he executed the same as the act of said City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2007. ROSEUA BARNES "= MY COMMISSION EXPIRES March 31,M Notary Public in and for the State of Texas City of Fort Worth Lease Page 16 EXHIBIT A 801 Grove, Ltd. I st Floor N VY'Door IOV'Door 10'0"Door Q Elevator IM M'Roll-up -----door with weather seals q i F dw. "A:;; 10" ct du 3- C? Q Smart S zone _prin�ler NOOM Zone 1 1 Laj Restooms: Add fiex duct Z x2'ceiling grills Zone 2 19-dwd 1"dwt ------ Smart zone from office unit . ........ -4- 4- E7 Common Fire Exit 193 sfis - Vent Details: A/C Filter Exit Light Extinguisher Therrmstat City of Fort Worth Lease Page 17 t 801 Grove, Ltd. 2nd Floor 8 s'Ral uP J..Conxnon 126 sf - door Mh Elevato weather sews c 4 t 00 ' r 200 Safe f s I`: F: f R i. t -- ' Store Room - Exit Light Extinguisher Thermostat City of Fort Worth Lease Page 18 EXHIBIT B 801 Grove, Ltd 901 Grove Sheen.Fort Worth,Tx 76102 -on"onn cia'Fs Floeav aie 2211. G-c-le --Scrarl mrigo phlvf.-L mechanical "estf,3ms t"parijel-Smoms f, ;,re s.,i0,e,s in rewn, S,f'X;Qr $35.600 OD Demolition S2.0M.00 Millwork S2 r.A C' i lje6 licPlcw-.eta;ly'-E ant-3'os wl.A' S"r:: SaIll"lon,Cgbil"ets IV sink­ l'sc�w::355"no, Bathr)!r M'rm Drywall C-f- nX R.19 o'suz:9,Tn ww':,ms �-gt�-Jec'e"'%i '3,t--w, E 57.75000 2x4 rav rr.csil R-lz--.stJ Finishes S26 N-,')an i ralmll I$Im'es n-0•p a- F z S �—es V., %.iets fy D r.-M V6 !2;ADAPat-abns St 500 H, :21 E iticliX To,wa!OmDenscm Q,SOOD DrsivarroLl's,i2 lie,:sa A u»malzxc Via-V F atv4 ler:!ai 0 C� $5,000.00 Nod Y!N'jr, 0.3,pe't-qs rir' q;oonng es'�C'�rns $6.000.00 uKelouse T'nors -,imtt ace $13.40000 firri E ated cast fservicits. ou Overhand verhamid and tee. SOX5191 R*wdel tar. T131 cost City of Worth Lease Page 19 Page 1 of City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/25/2007 DATE: Tuesday, September 25, 2007 LOG NAME: 8000WBOYSANTAS REFERENCE NO.: C-22416 SUBJECT: Authorize the City Manager to Execute a 60 Month Lease Agreement with 801 Grove, Limited with a Mandatory Sublease for $1.00 Per Year to the Cowboy Santas Toy Program for Office and Warehouse Space RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a 60 month Lease Agreement with 801 Grove, Limited with a mandatory sublease for $1.00 per year to the Cowboy Santas Toy Program for office and warehouse space. DISCUSSION: The purpose of this M&C is to authorize the lease and mandatory sublease of the property at 801 Grove Street for use by the Cowboy Santas Toy Program. Funding for the lease is included in the FY 2006-07 Budget. For the past 25 years, the Cowboy Santas Toy Program has provided toys to low income families during the holiday season. In recent years, the Cowboy Santas Toy Program has experienced tremendous growth and now serves more than 10,000 children a year between the ages birth to twelve years. Because of this growth, it has become necessary for the Cowboy Santas Toy Program to find a more permanent year round facility for toy storage, distribution and program operations. Staff recommends the leasing of 18,745 square feet of space located at the corner of 7th Street and Grove Street, near the Intermodal Transportation Center. The space contains both office and warehouse area. The lease agreement is for a period of 60 months with a base rent of $9,166.67 per month or $110,000 annually for the first year and a 3.5 percent increase for each of the 4 subsequent years. The City will be responsible for rent, as well as water, sewer, electricity, and other utility charges on the property. The Sublessee will be responsible for providing the Landlord with liability insurance. The Sublease will pay the City $1.00 per year to lease the premises. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendation, funds will be available in the current operating budget, as appropriated, of the General Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 537010 0800500 UNA 000.00 Submitted for Ci Managees Office by: Libby Watson (6183) Origin tin a artmsent He tl: Richard Zavala (871-5704) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 10/19/2007 Page 2 of Additional Information_Contact: Anthony Meyers (871-5775) httn-//www.cfwnet.ora/cnnncil nacket/RennrN/mc nrint.agn 10/19/7887