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HomeMy WebLinkAboutContract 41095SERVICE AGREEMENT CITY SECRETARYJ CONThACTNO$tk5 a. Client: City Fort Worth, Texas Center: The Suite @ 823 Congress of Address: 823 Congress Avenue Suite 810 Address: 823 Congress Avenue City, State, and Zip: City, State or Zip: Austin, Texas 78701 Texas 78701 _Austin, Email tj.patterson@fortworthgov.org Address: Email www.tstacy.com Address: Phone* 817-392-7504 T. J. Patterson Phone: (512) 476.9999 Fredrick Cornelius Far (512) 476.9099 Fax: 817-392-8017 Billing Address (if different from above): 1000 Throckmorton Street Room 350 Fort Worth, Texas 76102 Nature of Client's Business or Service: Office of Governmental Relations Type of Entity: Texas Municipal Corporation Persons authorized to charge to account: T. J. Patterson, Evonia Daniels Program Selected (check one): X Office Program TAX EXEMPT ID 75-60000528 Total # of offices assigned: 1 Located in Suite 810 Office Access Program Plan type: Length of Service Agreement : 7 month(s), subject to automatic renewal (see Section 4 of the Terms and Conditions) Service Agreement Commencement Date: November 1, 2010 Expiration Date of Service Agreement: May 31, 2011 Recurring Monthly Fees: Security Deposit:$1,480.00 Set Up Fees: Tenant Solutions Set Up Fee: $100.00 $900.00 per month (Office) $200.00 per month (Intern Cubicle — Through May 31, 2011) $150.00 per month (2 Telephones) $130.00 per month (Parking) $100.00 per month (2 Internet Connections) TOTAL: $1,480.00 per month Attested by: V1 Marty Fiend ° , City Secret -o 'it art 0000 The Terms and Conditions on Page 2 hereof and the exhibits (if any) attached hereto, are made part of this Agreement. A' uo a �Q o a CLIENT: City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 By: T.M. Higgins U/SA v Date Deputy City Manager FO LEGALITY: Maleshia B. armeraAssistant City Attorney AMSTAR/STACY 823 L.P. A Colorado limited partnership By: TS CONGRESS GP, Inc. ¢ o exas corporation, its General Partn - oo I By. J Authorized Signatu 20o00°° 444 /4-1- —7 ©tn. ST o Print Nam �__ —.Date REiOR�.! j Title: �� t d �FFIC�AL. � CITY SECRETARY Page 1 of 4 NO M&C REQUIRED Ft WORTH, TX 1 TERMS AND CONDITIONS 1. USE OF OFFICE. This is an Agreement between the AMSTAR/STACY 823, L.P. ("823" or "we") and the client name on Page 1 of this Agreement ("client" or "you") providing for the use by you of the office(s) and/or other services identified herein. THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. We retain legal possession and control of the center and the office assigned to you, including changes, modifications and renovations. Upon termination of this Agreement due to expiration of the term or otherwise, your license to occupy the center is deemed revoked. Our obligation to provide you space and services is subject to the terms of our lease with the owner of the building in which the center is located, and this agreement shall terminate simultaneously with the termination of such lease for any reason. You do not have any rights with respect to our lease with the building landlord. You are responsible for any cost, expense, damage or liability incurred by us under such lease to the extent arising out of any act or omission of you or your employees or agents. Use of your assigned office is limited to general office purposes. You shall not use your office for any illegal operations or purposes or in a matter that unreasonably interferes with the operations of the center or any other client in the center. You are entitled to shared use of common areas in the center. We reserve the right, at our expense, to require that you relocate to another office in the center from time to time, provided that such new office is of equal or larger size and configuration. We reserve the right to show your office to prospective clients and other interested parties, provided that we will use reasonable efforts not to disrupt your business in doing so. We also have the right to inspect the condition of the office from time to time and make any necessary repairs or perform any necessary maintenance therein. 2. SERVICES. In addition to use of your office and the services covered by your fixed fees, we will provide you with certain additional office services on an as - requested basis. A list of these services, and a fee schedule for the services, is available at the center upon request. 823 and vendors designated by 823 are the only service providers authorized to provide services in the center. You agree that neither you nor your employees will solicit other clients of the center to provide any service provided by 823 or its designated vendors, or otherwise. Subject to the terms of our building lease, we will ensure that office cleaning, general maintenance, electricity and heating and air conditioning services are provided to the center during normal business hours at no additional charge. 3. PAYMENTS. You agree to pay the fixed fees specified herein monthly, in advance, on or before the first day of each month. You also agree to pay all applicable sales or use taxes and all fees for additional services requested or authorized by you or your employees, based on the center's fee schedule as updated from time to time, on or before the first day of each month following the date of our invoice to you. Payments not received by Amstar/Stacy 823 L.P. by their due date are subject to a late fee of up to five percent (5%) of the overdue amount. If you dispute the validity of any additional service fee charged, you must bring it to our attention within 30 days of invoice for resolution, or else such charges will be deemed final. When you sign this agreement, you are required to pay the retainer specified herein, together with the first month's fixed fees and any set-up fees. The retainer will not be kept in a separate account from other funds of 823 and no interest will be paid to you on this amount. The retainer may be applied to amounts owed by you at any time at our discretion. We have the right to require that you deposit additional retainer funds to match any increase in your monthly total fixed fee amount during the term hereof and/or to replace retainer funds that we apply to your outstanding amounts. We will refund you the retainer, less any amounts applied as aforesaid, within sixty (60) days after termination of this agreement. 4. TERM; RENEWAL AND EXTENSION. Unless sooner terminated pursuant to the terms of this agreement, this agreement shall be effective for the term stated herein, and shall automatically be renewed and extended for successive thirty (30) day periods ("month -to -month"). The fixed fee during any renewal term shall be 106% of the fixed fee for the immediately preceding term, but the agreement shall otherwise continue on the same terms and conditions hereof. Notwithstanding the foregoing, either you or we may cancel the automatic renewal and extension of this agreement by delivering written notice thereof to the other party at least sixty (60) days prior to the expiration of the then -current term, in which event the term of this agreement will end on such expiration date. If no such cancellation notice is timely given, the term shall be automatically renewed and extended as a foresaid, without the necessity of any further action or documentation by either party. If the term under this agreement is month -to -month, the 60-day notice period stated above shall instead be a 30-day period. If client is occupying 5 or more office suites under this agreement, the 60-day notice period stated above shall instead be a 90-day period. 5. LIMITATION OF LIABILITY. Neither 823 nor any of its officers, directors, employees, shareholders, principals, partners, agents, or representatives shall be responsible for damages, direct or consequential, that may result from the failure of 823 to furnish any service to client, including but not limited to the service of conveying messages and other communications. Your sole remedy for a delay or interruption of, or failure to furnish, any service is limited to an adjustment to your bill in an amount equal to the charge for such service for the period during which the delay, interruption or failure continues. WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, CLIENT EXPRESSLY WAIVES ALL CLAIMS AND REMEDIES ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE OR ANY DELAY OR INTERRUPTION OF SERVICES. 823 DISCLAIMS, AND CLIENT WAIVES, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6. DAMAGE AND INDEMNITY. You are liable to 823 for the cost to repair any damage you or your employees or agents cause to the center or your office beyond normal wear and tear. To the extent permitted by applicable law, You also agree to indemnify and hold 823 and its officers, directors, employees, shareholders, principals, partners, agents, or representatives harmless from all claims, expenses and liabilities (not including attorneys' fees) resulting from the negligent act or omission of you or your employees and agents. You must maintain adequate insurance for your personal property located at the center against all risks, and you have the risk of loss with respect to any such personal property. You waive any right of recovery against 823, its officers, directors, employees, shareholders, principals, partners, agents, and representatives for any damage or theft or loss to property under your control, and all property in your office is deemed to be under your control. Notwithstanding the foregoing or Section 5 above, 823 shall be liable for any losses for personal injury and/or damages to property not under Client's control due the negligent acts or omissions of 823's employees, contractors, directors, officers, agents, partners or representative& 7. DEFAULT; TERMINATION. You are in default under this agreement if: 1) you do not pay your fees in full on the designated payment date and, with respect to the first such incident only during the term of this agreement, such failure continues for five (5) days after notice thereof to you; or 2) you fail to abide by the rules and regulations of the center (see page 4), or you do not comply with any other term of this agreement, and, with respect to the first such incident only during the term of this agreement, such failure continues for ten (10) days after notice thereof to you. If you are in default, 823 has the right, in addition to any other rights and remedies available to 823 at law or in equity, to terminate this agreement and/or suspend any services provided to you hereunder upon notice thereof to you. In addition, if you are in default for nonpayment of your fees, then 823 shall be entitled to change or modify door locks on all entry doors of the office(s) assigned to you and you shall not be entitled to a key to re-enter the office(s) assigned to you until all delinquent fees are paid in full. In addition, client hereby grants 823 a continuing security interest for all sums of money becoming due hereunder from client, upon all goods, equipment, furniture, inventory and other tangible personal property owned by client situated at the center. 823 shall have all rights and remedies under the Uniform Commercial Code with respect thereto in the event of a default hereunder. 823's exercise, or failure to exercise, any remedy hereunder shall not be deemed a waiver of any other or subsequent remedy. Upon termination of this agreement for any reason, you and your agents and employees agree to remove your personal property from the center and vacate your office, except that if client is in default hereunder, such property shall not be removed without the consent of 823. 823 is not responsible for property remaining in the office after termination. Continued occupancy of the center after termination shall be considered a trespass. 8. RESTRICTION ON HIRING. You acknowledge that our employees are an essential part of our ability to deliver our services. Accordingly, you agree that, during the term of your agreement and for six (6) months afterward, you will not hire any of our employees. 9. TELECOMMUNICATIONS SYSTEMS. Clients will use only telecommunications systems and services as provided by 823. Client will pay to 823 a monthly equipment rental fee for the use of each telephone instrument and voice lines. In the event 823 discontinues the offering of long distance service, Client will provide its own long distance service through a locally accessed long distance carrier. 10. MISCELLANEOUS. A. All notices are to be in writing and may be given by registered or certified mail, postage prepaid, overnight mail service or hand delivered with proof of delivery, addressed to 823 or client, as applicable, at the address listed herein. B. You acknowledge that 823 is subject to U.S. Postal Service regulations regarding client mail. Upon termination of this agreement, you must notify all parties with whom you do business of your change of address. You agree not to file a change of address form with the postal service (filing a change of address form may result in all mail addressed to the center being forwarded to your new address). All telephone and facsimile numbers and IP addresses used at the center are the property of 823, and will not be transferred to you at the end of the term. For a period of thirty (30) days after termination of this agreement, 823 agrees to provide your new telephone number and address to all incoming callers and will hold or forward your mail, packages, and facsimiles pursuant to your reasonable requests, at no cost. You will be charged if you desire to continue this service after such 30-day period. Office Access clients must pay for the additional five (5) months of mail forwarding required by the USPS regulations, which obligation survives termination of this agreement C. In the event a dispute arises under this agreement, each party shall pay its own attorney's fees and court costs. D. The laws of the State of Texas shall govern this agreement. E. Client may not assign this agreement without 823's prior written consent. In the event 823 assigns this agreement, 823 shall give Client as much advanced written notice as possible. Upon such assignment by Client, the Client remains liable under the terms and conditions of this agreement up to the effective date of the assignment. F. This agreement is the entire agreement between you and 823. It supercedes any and all prior agreements. G. This agreement shall be binding on and inure to the benefit of successors and assigns. H. The person signing this agreement for client represents to 823 that he/she is duly authorized by client to do so. I. Exhibit "A" of this Service Agreement is the Environmental Notice and Acknowledge form. ,��- INITIALS OF 823 SIGNATORY: % C) INITIALS OF CLIENT SIGNATORY: page 2 of 4 • OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A ENVIRONMENTAL NOTICE AND ACKNOWLEDGMENT SERVICE AGREEMENT DATED BETWEEN AMSTAR/STACY 823, L.P., AS LANDLORD AND , AS CLIENT IS HEREBY AMENDED AS FOLLOWS: As you may know, asbestos is often present in buildings constructed between the mid-1930 and the late 1970's when it was commonly used for fire insulation purposes. For background information purposes, asbestos is a term used to describe a group of six (6) naturally occurring crystalline fiber minerals. Asbestos has been used extensively throughout the world in the textile, insulation and building industries. With respect to its use in buildings, surveys conducted by the Environmental Protection Agency (E.P.A.) indicate that asbestos -containing construction and building materials occur in more than 750,000 buildings, including schools, public buildings, and office buildings throughout the country. Because the 823 Congress Building was constructed during the period in which asbestos was commonly used, Landlord retained the services of an engineering and testing consulting firm to conduct a survey of the building to determine the possible presence of asbestos -containing materials. The test results from material samples obtained during the survey indicated that the building's fireproofing material, some pipe insulation material, some vinyl floor material, some equipment insulation, and some HVAC duct insulation joint material contain varying amounts of asbestos. These materials were observed to be in good condition and intact at the time of the survey. Although these materials exist in the building, no friable asbestos - containing materials are exposed to the normally occupied tenant spaces in the building. According to our consultants, the materials noted above as containing asbestos do not currently present a hazard to the building occupants if they are not disturbed. Upon notification of the results of this survey, and in the continuing interest in the safety of the building occupants, the consulting firm conducted a series of air -sampling tests to determine if there was any measurable concentration of airborne fiber content in the building's air. This "prevalent -level air -sampling" serves to indicate the concentration of any and all types of airborne fibers (including carpet, dust, etc.) of a specific size and shape. The results of these tests, which were taken in accordance with E.P.A. and the Occupational Safety and Health Administration (OSHA) guidelines, indicated that the air in the 823 Congress Building had airborne fiber concentrations which were below the testing method limit of detection and well within EPA and OSHA established guidelines. In conjunction with our consultants, we will conduct periodic air -sample tests to ensure that the air concentrations remain within established guidelines. The results of these tests are, and will be, kept in the building management office and available for your inspection at any time. Additionally, our consultant has prepared an Operations and Maintenance Program, which includes periodic re -inspection of the asbestos -containing materials, periodic prevalent -level air monitoring, and a program manual detailing established guidelines to be followed during construction or renovation work in the 823 Congress Building to assure that such work presents minimal exposure risk to building occupants. In addition, a Building Asbestos Coordinator will coordinate all construction and renovation work performed within the 823 Congress Building, utilizing subcontractors fully aware of the Operations and Maintenance Program. Because of the strict guidelines established by this Operations and Maintenance Program, Building Management requires that all work performed within lease space in the 823 Congress Building be conducted only after obtaining written approval from Building Management. Tenants shall submit to Building Management a detailed written request of any and all work that Tenant wants to perform. This requirement is critical to consistent and continued safe maintenance activities. • INITIALS OF 823 SIGNATORY: 1 INITIALS OF CLIENT SIGNATORY: • page 3 of 4 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX RULES AND REGULATIONS 1. Client's employees and guests will conduct themselves in a businesslike manner; proper business attire will be Avorn at all times; noise level will be kept to a level so as not to interfere with or annoy other clients and Client will abide by 823 directives regarding security, keys, parking, and other common to all occupants. 2. Client agrees to use chair mats and desk pads in the Office(s) and any damage from failure to use the same will be the responsibility of Client. Client will not affix anything to the windows, walls, or any other part of the Office(s) or the 823 Center without the prior written consent of 823. 3. Client will not prop open any corridor doors, exit doors, or doors connecting corridors during or after business hours. 4. Client can only use public areas with the consent of 823 and those areas must be kept neat and attractive at all times. 5. All corridors, halls, elevators, and stairways shall not be obstructed by client or used for any purpose other than egress and ingress. 6. No advertisement or identifying signs, other than provided by 823, or other notices shall be inscribed, painted or affixed on any part of the corridors, doors or public areas. 7. Client shall not, without 823 prior written consent, store or operate in the Office(s) or the 823 Center any computer (excepting a personal computer) or any large business machine, reproduction equipment, heating equipment, stove, radio, stereo equipment, or other mechanical amplification equipment, vending or coin operated machine, refrigerator or coffee equipment, or conduct a mechanical business therein, or use or allow to be used in the Building, oil burning fluids, gasoline, kerosene for heating, warming or lighting. No article deemed hazardous on account of fire or any explosives shall be brought into the 823 Center. No offensive gases, odor or liquids will be permitted. No firearms will be permitted. 8. The electrical current shall be used for ordinary lighting purposes only unless written permission to do otherwise shall first have been obtained from 823 at an agreed cost to client. 9. If Client requires any special installation or wiring for electrical use, telephone equipment or otherwise, the personnel shall do such wiring at Client's expense designated by 823. 10. Client may not conduct business in the hallways, reception area or any other area except in its designated Office(s) without the prior written consent of 823. 11. Client will bring no animals other than seeing -eye dogs in the company of blind persons into the Building. 12. Client shall not remove furniture; fixtures or decorative material from the Office(s) without the written consent of 823 and such removal shall be under the supervision and regulations of the 823 Center. 13. Client will not use the 823 Center for manufacturing or storage of merchandise except as such storage may be incidental to general office purposes. 14. Client will not occupy or permit any portion of the 823 Center to be occupied or used for the manufacture, sale, gift or use of liquor, narcotics or tobacco in any form. 15. Client will not use the Office(s) for lodging or sleeping or for any immoral or illegal purposes. 16. No additional locks or bolts of any kind shall be placed upon any of the doors or windows of the 823 Center by Client nor shall any changes be made on existing locks or the mechanisms thereof. 17. Client shall, before leaving the Office(s) unattended for an extended period of time, close and securely lock all doors and shut off all lights and other electrical apparatus. Any damage resulting from failure to do so shall be paid by client. 18. Canvassing, soliciting and peddling in the Building are prohibited and Client shall not solicit other clients for any business or other purpose without the prior written approval of 823. 19. All property belonging to Client or any employee, agent or invitee of Client shall be at risk of such person only and 823 shall not be liable for damages thereto or for theft or misappropriation thereof. 20. If client does not remove any property belonging to Client from the 823 Center by the end of the term, at the option of 823 shall be conclusively presumed to have conveyed such property to 823 under this Agreement as a bill of sale without further payment of credit by 823 to Client and 823 may remove the same and Client shall pay 823 all cost such -removal upon demand. 21. Smoking shall be prohibited in all public areas, including conference and training rooms. No smoking at any time in any areas of the 823 Center (including open office and workstations). 22. Client or Client's officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassment, verbal or physical in the 823 Center for any reason. 823 reserves the right to make such other rules and regulations as in its judgments may from time to time be needed for the safety, care, and cleanliness of the offices. 823 shall have no responsibility to Client for the violation or non-performance by any other 823 clients of any of the Rules and Regulations but shall use reasonable efforts to uniformly enforce all Rules and Regulations. INITIALS OF 823 SIGNATORY: t___�� INITIALS OF CLIENT SIGNATORY: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX page 4 of 4