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HomeMy WebLinkAboutContract 38052CITY SECRETARY �Qa CONTRACT NO ASSIGNMENT OF LEASES This Assignment is entered into by and between the City of Fort Worth, acting by and through Tom Higgins, its duly authorized Assistant City Manager ("Assignor") and Fort Worth Medtech Center, Inc., a Texas non-profit corporation doing business as TECH Fort Worth ("Assignee"). RECITALS: A. Assignor and Assignee entered into that certain Lease Agreement dated effective October 25, 2008, authorized by Fort Worth City Council on September 30, 2008, M&C L4 4647 for the former gymnasium building in the complex known as the Guinn School Complex, with a street address of 1120 South Freeway, Fort Worth, Texas ("Leased Premises"). B. As part of the lease for the Leased Premises, Assignee and Assignor agree that all current leases between Assignee and tenants of the Leased Premises shall be assigned by Assignee to Assignor. NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee agree as follows: 1. Assi rug�ent. Assignor does hereby absolutely and irrevocably bargain, sell, transfer, assign, convey over and deliver until Assignee all right, title and interest of the Assignor in, to and under the leases described on Exhibit "A" attached hereto and made a part hereof, and all amendments, extensions and renewals of said leases, all of which are hereinafter called the "Leases"; and all rents, income and profits which may not or hereafter be or become due and owing under the Leases. Assignor delegates to Assignee its duties and obligations in, to, and under the Leases. 2. Assumption. Assignee accepts the assignment of rights and delegation of duties and obligations under the Leases. Assignee agrees to be bound by the terms and provisions of the Leases. 3. Authority. Assignor has full right, power and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignor's obligations hereunder. Assignee has the full right, power and authority to enter into this Assignment, to make the representations set forth herein, and to carry out Assignee's obligations hereunder. 4. Effective Date. The effective date of this Assignment shall be the date of its execution ("Effective Date"). All rights, duties and obligations under the Leases arising, accruing or relating to the period before the Effective Date are allocated to Assignor and all rights, duties and obligations arising, accruing or relating to the period thereafter shall be allocated to Assignee. - - OFFICIAL KXORD CITY SECRETARY WORTH, TX 5 Release and Surrender of Assignor. Except as otherwise expressly set forth in this Assignment, Assignor will be discharged from any and all further obligations under the Leases as of the Effective Date. 6. Indemnity. ASSIGNEE SHALL INDEMNIFY, DEFEND, PROTECT, AND HOLD HARMLESS ASSIGNOR AND ITS LEGAL REPRESENTATIVES, OFFICERS, DIRECTORS, MEMBERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "INDEMNITEES") FOR, FROM, AND AGAINST ANY AND ALL CLAIMS, DAMAGES, CAUSES OF ACTION, JUDGMENTS, SETTLEMENTS, AND LIABILITIES (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO PERSONAL INJURY, BODILY INJURY, OR PROPERTY DAMAGE), DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO THE EXISTENCE OF THIS ASSIGNMENT AND THE FACT THAT ASSIGNOR'S RIGHTS, DUTIES, AND OBLIGATIONS RELATING TO THE LEASES WERE ASSIGNED AND DELEGATED TO ASSIGNEE. THE INDEMNIFICATION, DEFENSE, PROTECTION, AND HOLD HARMLESS OBLIGATION SET FORTH ABOVE SHALL APPLY TO ALL SUCH CLAIMS, DAMAGES, JUDGMENTS, CAUSES OF ACTION, SETTLEMENTS, AND LIABILITIES EVEN TO THE EXTENT ANY OF SAME ARE CAUSED IN WHOLE OR IN PART BY THE SOLE OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE, 7. Survival. The provisions of this Assignment shall survive the delivery hereof and shall operate as a continuing agreement between Assignor, Assignee, and Owner. The provisions of this Assignment shall survive the termination of the Contract. 8. Counterparts. This Assignment may be executed by facsimile or otherwise in multiple counterparts, each of which shall be deemed an original to the same effect as if all parties hereto had executed the same instrument and all of which shall together constitute one and the same instrument. 9. Entire Agreement. This Assignment is the entire agreement between the parties regarding the subject matter hereof. 10. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas. ATTEST: APPROVED AS TO FORM AND LEGALITY: ASSIGNOR: CITY OF FORT WORTH om Higgins, C/ Coe Assistant City Manager ASSIGNEE: FORT WORTH MEDTECH CENTER, INC., a Texas non-profit corporation doing business as TECH FORT WORTH Printed Name:�k- Title: 4 e ut ve Ue, OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT LEASES 1. Lease Agreement with BAP Image Systems, LLC, for Suite 214 for a term to expire December 31, 2008. 2. Lease Agreement with Don W. Addington d/b/a Firewing, for Suite 123E for a term to expire January 1, 2009. 3. Lease Agreement with Mobi-Med Technologies, LLC for Suites 207 and 208 for a term to expire December 31, 2008. 4. Lease Agreement with Smartacus Corporation for Suite 213 for a term to expire November 30, 2008. 5. Lease Agreement with Technology Team, LLC for Suite 215 for a term to expire November 30, 2008 6. Lease Agreement with Representative Marc Veasey for Suite 121 for a term to expire December 31, 2008.