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HomeMy WebLinkAboutContract 46805-R1City Secretary Contract No. 46805-R1 CSC No. 46805-R1 RENEWAL OF LEASE AGREEMENT This Lease Renewal is made and entered into by and between the City of Fort Worth, Texas, a home-rule municipal corporation {"Landlord"), and Pocket Theatre, Inc. d/b/a Hi� Pocket Theatre, a Texas non-profit corporation ("Tenant"}, to renew a written lease for the property located at 1950 Silver Creek Rd, Fort Worth, Texas 76108 (the "Premises). WHEREAS on June 22, 2015, Landlord and Tenant entered into a Lease Agreement for the property located at 1950 Silver Creek Rd, Fort Worth, Texas 76108 (City Secretary Contract No. 46805) (the "Lease") and attached hereto as Exhibit A; and WHEREAS the Lease included a primary term of five years which expired on June 22, 2020; and WHEREAS, since the expiration of the primary term, Landlord and Tenant have been operating under the terms and conditions of the Lease and Tenant has been occupying the Premises as a holdover tenant; and WHEREAS the Lease also included five, one year renewal options; and WHEREAS, Landlord and Tenant now wish to renew the Lease for the first of its five, one-year renewal options. NOW THEREFORE, known by all these present, Landlord and Tenant, acting herein by the through their duly authorized representatives, agree to the following terms: I. Renewal of Lease Agreement Landlord and Tenant agree to exercise the first of five one-year renewal options for a renewal term expiring on June 22, 2021. All other terins and conditions of the Lease remain �mchanged. [SIGNATURES APPEAR �N FOLLOWING PAGE] �FFICIAL RECORD CITY SECRETARY FT. VIlORTH, TX City Secretary Contract No. 46805-R1 IN WITNESS WHEREOF, this Lease Renewal is executed by the parties to be effective as of , 2021. LANDLORD: CITY OF FORT WORTH, a Texas municipal corporation DAhA BUf'GIG�GlOff Bv� DanaBurghdoff( pr1,202111:40CDT) Dana Burglldoff Assistant City Manager ATTEST: �.d4���� a � ��, ���oR��Laa ������ � � o � p � o 0 0� � Mary Kayser � v o o i� 0 City Secretary � o0 00 �d d� � oo �� 0 � °aoaaoo .o� a� �EXASa�'a APPROVED AS TO FORM AND LEGALITY: ������w ��� Assistant City Attorney No M&C required Contract Compliance Manager: By signing [ acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. �z-��r���,', J Nita Shinsky Land Agent for Lake Worth TENANT: POCI{�T THEATR , INC. D/B/A I3IP POCKET THEATRE By: a� Name: � Title: �, j' �FFICIAL RECORD CITY SECRETARY FT. VIlORTH, TX City Secretary Contract No. 46805-R1 STATE OF TEXAS COUNTY OF TARRANT § This instrument was acknowledged before me this the 1St day of Apr� � , 2421, by Dana Burghdoff, Assistant City Manager of the City of Fort Worth, a Texas municipal corporation, on behalf of said corporation. SELENA ALA Notary Public STATE OF TEXAS �,��� Notary I,D,132422528 Se�ena A�a �Apr 1, 2021 12:16 CDT) Comm, Exp, Nlar, 31, 2024 Notary Public, State of Texas STATE OF TEXAS COUNTY OF TARRANT § This instrument was acknowledged before me this the ��day of , 2021, by ���,�_, � I� of the Pocket Theatre, Inc., a Texas non-profit corporation, on behalf of the Pocket Theatre, Inc.. �1:- . ��_// J ---� .,. .5.�-- i ' � • �� ; >`" '�F�' BRADLEY AARON COSTILC f.' � 2 Notary ID #1319895i•i � My Commission Expires � ''�c. '� April 25. 2023 �FFICIAL RECORD CITY SECRETARY FT. VIlORTH, TX c�ry s�c�r� �� �a � COId7l3AGT N0. LEASE AGREEMENT This Lease Agreement (the "Lease"} is entered in to on this the �2'"�'day of , 2015, between the City of Fort Worth, Texas, a home-rule municipal c poration ("Landlord") and the Pacicet Theatre, Inc., d/b/a Hip Pocket TheAtre, a Texas non- prafit corporation ("Tenant"). ARTICLE 1, LEASE OF PREMISES § 1.01. Leased Premises. Tn consideration of the muttaal covenants and agrcements of this Lease, and other good and valuable consideration, Landlords demises and leases to Tenant, and Tenant leases from Landlord, the premises situated in Fort Worth, Tarrant County, Texas, legally described as Exhibit A attached to this Lease, and made a part of this Lease for all purposes (collectively refened to as "the Premises" or the "the Leased Premises" in this Lease}. ARTICLE 2. LEASE TERM §2.01 Primary Term. The term of the Lease ("Term") shall commence on �.? 2015, and shall continue for 5 years f�rom said date, unless terminated sooner as provided n the Lease. So long as this Lease has not been terininated under Article 13, the Lease may be renewed for five one year extensions prior to the expiration of the Term or any extension. Tenant shall notify Landlord in writing 30 days prior to Tenant's commencement of on-site seasonal activities on the Leased Premises. It is specif cally understood and agreed that the Leased Premises shall bc used for an outdoor arr�phitheater for the Term and any extension in accordance with the permitted use described in Section 3.01 below. § 2.02. Termination. 1'he lease will terminate withaut farther notice when the Term or any extension specified in § 2.01 expires, and any holding over by Tenant after the Term expires, will not constitute a renewal of the Lease or give Tenant any rights under the Lease in or to the Premises, except as a tenant at will. § 2.03. T3oldover Tenancv. If Tenant holds over and continues in possession of the Premises after the Term expires, Tenant will be considered to be occupying the Premises at will subject to all terms of this Lease. ARTICLE 3. USE OF PREMISES � m � rn � Rn � � c � � O 0 � § 3.01. Pcrmitted Use of Pren�ises. Tenant may use the Premises only for the purpose of developing, constiuction, and operating a public theatet• Icnown as the Hip Pocket Theatre (the "'1'heater"} and far purposes ancillaty to the operation af Theatcr, and for no other purpose without the written consent of Landlord. § 3.02. No hazardous or Toxic Substances. Under no circumstanees during the Term and extension of this Lease will Tenant use or cause to be used in the business operated on the Lease Between the City of Fort Worth and Hip Pocket Theatre Page 1 of 14 Premises any hazardous or toxic substance or materials, or store or dispose of any such substancas or materials on the Premises. § 3.03. Illegal Use Not Permitted. Tenant may not use all or any part of tl�e Premises or any building situated on them for any use or purpose that violates any vaIid and applicable law, regulation, or ordinance of the United States, the State of Texas, the County of Tarrant, or the City of Foi�t Wortli, or other lawful authority with jurisdictian over the Premises, § 3.04. Prohibited Uses. Tenant shall not use or allow the Premises to bc used for camping or outdoor cooking. Tenant also shall not use or allow all terrain vehicles to be use on the Premises. § 3.05. Condition of Premises. Tenant agrees to accept fihe Leased Premises in their present condition, fiizds them suitable for the purposes intended, and further agrecs that it is thoroughly familiar with such condition by reason of a persanal inspection and does not rely on any representation by Landlord as to the condition of the Premises or their suitability for the purposes intended. ARTICLE 4. RENT § 4.01. Rent. The rent for the Leased Premised shall be $14,702.00 the first year of the lease. For each succeeding lease year of this Lease, Rent shall be increased by a percentage equal to the percentage of inerease in the Consumer Price Index for All Urban Users (CPI-U) (the "Index") in effect at the commencement of such lease year over the Index in effect on the date hereof. Within one montlz beforc thc: commencement of e�ch lease year during the term hereof, Landlord shall notify Tenani in writing setting forth the new Rent rate. If the Index is discontinued, the parties shall select another, similar index that reflects consumer pricc changes. § 4.02. Pavment of Rent. Tenant shall�ay one half the annual rent biannually. The rent shall be due upon June 22"d and Deceniber 22" of each year of tha Lease. ARTICL� 5. CONSTRUCTION BY TENANT § 5.01. Genexal Conditions. Tenant may, at any time and from time to time during the Term, erect, maintain, alter, reinodel reconstruct, rebuild, replace and remave buildings and other improvements on the Premises, and correct and change the contour of the Premises, subject to the following: a. Tenant bears the cost of any such work. Lease Between the City of Fort Worth and Hip Pocket Theatre Page 2 of 14 b, The Premises must at all times be kept free of inechanics' and materialman's liens. c. Tenant must provide performance and payment bonds coverin� any such worlc, in form acceptable to the City Attorney. � d. Landlord must be notified of the time for beginning and the nature of any such worlc, other than routine maintenance of existing building or improvements, prior to the wark being pei�formed. e. Landlord shall not be responsible for reimbursing the Tenant for any improvements constructed on the Leased Property. All improvcmcnts costs are the sole responsibility of the Tenant. f. The condition af § 5.03 concerning Landlord's approving plans must be followed. § 5.02. Easements, Dedications, Zonin�, and Restrictions. Landlord will cooperate with Tenant concerning easements, dedications, zoning, and rest�ictions of the Premises as follows: a. Easements and Dedications. To provide for the more orderly development of the Premises, it may be necessary, desirable, or required that sh•cct, waler, sewer, drainage, gas, power lines, and other easements and dedications and similar rights be granted or dedicated over ar within portians of the Premises, T,andlord will, on Tenani's request, join with Tenant in executing and delivering the documents, from time ta time, and throughout the Term, as may be appropriate, necessaty, or requited by any governmental agency, public utilities, and companies for the purpose of gr�nting the easements and dedications. Provided, however, any such grant of easement or dedication shall be subject to City Council approval. b. Zoning. If tenant considers it necessary or appropriate to obtain use, zoning, or subdivision and plan approval and permits for the Premises or any part of them, Landlord, subject to any required approval by the City Council or other appropriate City board or commission, wilI execute the documents, petitions, applications, and authorizations as are appropriate or requited to submit the Premises, or any part of them, for the purposes of obtaining conditional use permits, zoning and rezoning, tentative and final tract approval, and plan approval. Landlord, at its sole discretion, will execute lhese documents fi•om time to time as requested by Tenant. c. Expenses. Tenant exclusively bears the cost and expense of any action required of Landlord under subparagraphs a and b, above. § 5.03. Landlord's Anproval of Plans. The following rules govern Landlord's approving construction, additions, and alterations of building or other improvements including cutting trees on the Premises: Lease Between the City of Fort Worth and Hip Pocket Theatre Page 3 of 14 a. Written Approval and Permits Requircd. No buildin� or other improvements may be constructed on the Premises unless the plans, specifications, and proposed location of the building or other iinprovement has received Landlord's written approval and the building or other improvement complies with the approved plans, specifications, and proposed location. It shall be the responsibility of the Tenant to pay for and acquire all necessary building permits prior to initiating work approved through the city review process. No material addition to or alteration of any building or structure erected on the Premises may begin untiI plans and specifications covering the exterior of the proposed addition or alteration have been first submitted to and approved by Landlord. No cutting of h•ees or building of roads may occur tzntil Tenant receives Landlord's written approval. b. Submission of Plans. Tenant must, at its own expense, engage a licensecl architect or engineer to prepare plans and specifications for canstructing the Theater or for construeting any other buildings or improvements or additions or alterations to any buildings or improvements that require Landlord's approval under subparagraphs a above. Tenant must submit #wo complete sets of canstruction plans of detailed working drawings, plans, and specifications and any additional copies of site plans as requued by Landlord far constructing the Theater for Landlord's approval after this Lease is executed. Tf Tenant wishes to construct any other building or improvements or make any additions or alterations to building or improvements for which Landlord's approval is required under subparagraph a ahove, Tenant must submit two copies of detailed working drawings, plans, and specifcations for any such projects for Landlord's approval before the project begins. c. Landlord's Approval. Landlords will promptIy review and approve all plans submitted pursuant to subparagraph b above or note in writing any required changes or corrections that must 6e made to the plans. Any reguired changes or corrections must be made, and the plans resubmitted to Landlord. d. F.xception to Landlord's Approval. The following items do not require submission to, and approval by, Landlord: i. Minor repairs and alterations necessary to maintain existing structures and improvements in a useful state of repair and operations. ii. Changes and alterations authority or jurisdiction over legal requirements. required by an authorized public official with the buildings or improvements, to compIy with e. Effect of Approval. Landlord's approval does not constitute approval of the architectural or engineering design, and Landiords, by approving the plans and specifications, assumes no liability or responsibiliiy for the architectural or engineering design or for any defect in any building or improvement constructed form the plans or specifications. Lease Between the City of Fort Worth and Hip Pocket Theatre Page 4 of 14 § 5.04. Ownei.ship of I3uildings, Improvements, and Fixtut•es. Any buildings, improvements, additions, alterations, and iixtures (except furniture and t�ade fixtuies) constructed, placed or maintained on any part of the Lease Premises during the term and considered part of the real praperty of the Premises and must remain on the Premises and become Landlord's Property when the Lease terminates. § 5.05. Ri�ht to Remove Persanal Property; Fixtures. Tenant may, at any time wliile it occupies the Premises, or within a reasonab(e time thereafter, not to exceed ninety (90) days, remove personal property, furniture, machinery, equipment, or other trade fixtures owned or placed by Tenant, its subtenants or licensees, in, under, or on the Premises, or acquired by Tenant, whether before or during the Term and any extension. Before the Lease terminates, Tenant must repair any damage to any buildings or imp�•ovements on the Premises resulting from the removal. Any such items not rennoved within a reasonable time after the Lease termination date, not to exceed ninety (90} days, wilI become Landlord's property on that date. ARTICLE 5. TAXES § 6.01. Pavment by Tenant. In addition to the rent specified in Article 4, Tenant will pay and discharge all taxes, general and special assessments, and other charges of any kind levied on or assessed against the Premises and all interest in the Premises and all improvements and other property on them during the Term and any extension, whether belonging to Landlord or to Tenant. Tenant will pay all the taxes, charges, and assessments directly to the public officer charged with their collection before they become delinquent, AND TENANT WILL INDEMNIFY LANDLORD AND HOLD IT HARMLESS I�'ROM ALL SUCH TAXES, CHARGES, AND ASS�SSSM�NTS. T�NNAT MAY, IN GOOD FAITH AT ITS OWN EXPENSE (AND TN ITS OWN NAM�) CONT�ST ANY SUCH TAXES, CHARG�S, AND ASSESSMENTS AND MUST PAY TH� CONTE,STED AMOUNT, PLUS ANY P�NALTIES AND INTEREST IIVIPOSED, IF AND WH�N FINALLY DETERMINED TO BE DUF.. ARTICLE 7. UTILITIES § 7.01. Pa, ment by Tenant. Tenant will pay or cause to be paid all charges for water, heat, gas, electricity, sewer, and all other utilities used or needed to be constructed to serve the Premises throughout the Term and any extension, including any connection fces. ARTICLE 8. REP�IIRS, MAINTENANCE, AND RESTORATION § 8.01. Tenant's Duri to Maintain and Repair. At all times during the 'I'erm and any extension, Tenant will kaep and maintain, or cause to be kept and maintaincd the Premises, all buildings and improvcments erected on the Premises in a good state of appearance anct repair at Tenant's own expense. §$.02. Damage or Destruction. If any building or improvement constnicted on the Premises is substantially damaged or destroyed by fire or any other casualty, Tenan# must, within ninety Lease Between the City of Fort Worth and Hip Pocket Theatre Page 5 of 14 {90) days from the date af the damage or destruction, begin to repair, reconstruct, or replace the damaged or destroyed building or improvement and pursae the repair, recanstruction, or replaceinent with reasonable diligence so as to restore the building to substantially the condition it was in before the casualty. But if beginning or completing this restoration is prevented or delayed by war, civil commotion, acts of God, strikes, governmental restrictions, or regulations, or interferences, fire or other casualty, or any other reason beyond Tenant's control, whether similar to any or those enumerated ar not, the time for beginning or completing the restoration (or both) will automafiically be extended for the period of each side delay, ARTICLE 9. MECHANICS' LIENS § 9.01, Mechanics' Liens, Tenant will not cause or permit any mechanics' liens ar other liens to be filed against the fee of the Premises or against Tenant's leasehold interest in the land or any buildings or improvements on the Premises by reason of any work, labor, services, or materials supplied or claimed to have been supplied to Tenant or anyone holding the Premises or any part of them through or under Tenant. If such a mechanic's lien or materialman's lien is recorded Against the Premises or any buildings or improvements on them, Tenant must either cause it to be removed or, if Tenant in good faith wishes to contest the lien, talce timely action to do so, at Tenant's sole expense. IF TENANT CONTESTS THE LIEN, TENANT WILL INDEMNIFY LANDLORD AND HOLD IT HARML�SS FROM ALL LTABTLTTY FUR DAMAGES OCCASIONED ]3Y TH� LIEN OR THE LIEN CONTEST AND WILL, IN THE EVENT OF A JUDGMENT OF FORECLOSURE ON TI�IE LIEN, CAUS� THE LI�N TO B� DISCHARGED AND R�MOVED BEFORE TH� ,�UDGM�NT IS �X�CUTED. ARTICLE I0. INDEMNIFICATION AND INSURANCE § 10,01 IMDEMNITY. TENANT SHALL BE IN EXCLUSIVE CONTROL OF THE PREMISES, AND LANDLORD SHALL NOT HAVE ANY LTABILITY TO TENANT OR ANY THIRD PARTY IN CONNECTION WITH THE PREMISES. LANDLORD IS NOT LIABLE FOR ANY I,OSS, DAMAGE, OR INJURY OR ANY KIND TO ANY PERSON OR PROPERTY ARISING FROM ANY USE OI' TH� PREMISES (OR ANY PART OF THEM), OR CAUSED BY ANY DEFECT IN ANY BUILDING, STRUCTURE, IMPROVEMENT, EQUIPMENT, OR FACILITY ON THE PREMISES OR CAUSED BY OR ARISING FOM �1NY ACT OR OMISSiON OF TENANT, OR ANY OF ITS AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, OR BY OR FR4M ANY ACCIDENT, FIRE, OR OTHER CASUALTY ON THE LAND, OR BROUGHT ABOU'i' BY TENANT'S FAILURE TO MAINTAIN THE PREMISES IN SAFE CONDITION. TENANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE LANDLORD, AND LANDLORD'S OrFIC�RS, AGENTS AND EMPLOYEES FROM AND AGAINST SUCH LOSS, DAMAGE, INJURY, CLAIMS AND ATTORN�YS FEES INCURRED IN THE DEFENSE THEREOF, EVEN IN TI-IE EVENT SUCH LOSS, DAMAGE, INJ'URY OR CLAIM RESULTING FROM THE Lease Between the City of Fort Worth and Hip Pocket Theatre Page 6 of 14 ALLEGED NEGLIGENCE OF THE LANDLORD, ITS OP'rIC�RS, AGENTS, AND EMPLOYEES OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL LANDLORD EVER BE LIABLE UNDER THIS LEASE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. THIS INDEMNIFICATION SHALL NOT BE LiMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS COMPENSATION ACTS, DISABILITY BENEFITS ACTS OR �THER EMPLOYEES' BENEFIT ACTS. THE PROVISIONS OF THIS SECTION APPLY TO ALL ACTIVITIES OF TENANT WITH RESPOECT TO THIS LEASE, WHETHER OCCURING DURING ANY OCCUPANCY OR CONSTRUCTION BY TENANT DURTNNG TH� T�RM OF THIS LEASE. § 10,02. WAIV�R OF LIABILITY. TENANT WATVES ALL CLAIMS AGAINST INDEMNITEES FOR 1NJURY TO OR DCATH OP PERSONS OR FOR ANY LOSS OF OR DAMAGE TO PROPERTY OF T�NANT, ITS EMPLOYEE, AGENTS, CUSTOMERS, OR INVITEES REGARDLESS OF WHETHER THE LOSS OR DAMAGE IS DUE TO CASUALTY, THEFT, OR ANY OTIiER CAUS�. ALL PERSONAL PROPERTY ON THE PR�MIS�S IS AT THE RISK OF TENANT ONLY, AND TENANT WAIVES ALL CLAIMS AGAIST INDEMNITEES FOR ANY DAMAGE TO OR THEFT OF PERSONAL PROPERTY ON THE PROP�RTY. § 10.03. Insurance Required Related to Construction Tenani shall require the following lines of insurance and li�nits of coverage of cantractors(s) and professionals during the development, design, and construction of improvements permittcd by this Lease. Tn addition, Tenant shall require its contractor(s) and/or professionals to name the Landlord, its officers, agents, and employees as additional insureds on relevant policies and obtain such coverage through insurance companies admitted or approved to issue the coverage in the State of Texas and have an AM Best rating of A: VII, LandlQrd shall have no responsibility for any costs associated with thc required insurance. 10.03.1. Worlcer's Compensation Tenant shall require its contractor(s} to obtain and maintain statutory worker's compensation insui�ance and buszness automobile liability insurance ($1,000,000 limit) during any construction work. Tenant shall require its contractor(s) ta cover its subcontraetor on its (their) policies or shall require the subcontractor{s} to obtain and maintain statutory worker's compensation coverage and business automobile liability insurance ($1,000,000 limit). 10.03.2. Professional Liability Insarance Tenant shall require any architects and/or engineers providing professional services in the developinent, dasign, and/or construction management af the projcct to obtain and/or maintain professional liability insurance at a limit of not Iess than $1,000,000. Coverage Lease Between the City of Fort Worth and Hip Pocket Theatre Page 7 of 14 underwritten on a claims-made basis shall include a retroactive date to be coincident with or prior to the date of construction. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. The policy shall be maintained in force for a minimam two (2) year period subsequent to the term of the respective project. 10.03.3. Commercial General Liability Tenant shall require its contractor{s) to obtain commercial general liability insurance at A limit of not less than $1,000,000 per occurrence with a$2,00O,OOQ aggregate. 10.03.4. Buiider's Risk Tenant shall require const�•uctian contractor to purchase and maintain, a Builder's Risk policy with a company or companies lawfully authorized to do business in the jnrisdiction which the construction is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial construction cost, plus the value of subsequent construction modifications and cost of materials supplied or installed by others, comprising total value for the entire construction project at the site on a replaceinent cost basis without optional deductibles. Such property insarance shall be maintained, unless otherwise provided in the Agreement or atherwise agreed in writing by all persons and entities who are beneficiates of such insurance, uniil final payment has bcen made or until no person or entity other than the Owner has an insurable interest in the property. This insurance shali include iuterests of the Owner, the Tenant, construction manager, contractors, and subcontractors, Property insurance sliall be an an "all-risk" or equivalent policy form and shall include, without limitations, insurance against the perils of fire (with extended coverage) and physical Ioss or damage including, without duplications of coverage, theft, vandaIism, malieious mischief collapse, earthquake, flood, windstorm, falsework, testing, and startup, temporaiy buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for construction manager's and contractor's services and expenses required as a result of such insured loss. § 10.04. Insured Renuired Related to On-Going Occu�ancy and Use of the Premises InsurAnce Tenant shall provide and maintain a Certificate of Insurance dacumenting the following insurance limits for the entire term of this Lease: Commercial General Liability Insurance Limits of Coverage $1,000,000.00 per occurrence $2,OOO,Q00.00 Aggregate Worker's Compensation Lease Between the City of Fort Worth and Hip Pocket Theatre Aage S of 14 Workers Compensation Insurance is only applicable to employees of Tenant Statutory Limits Employer's Liability $100,000.00 per accident/ occurrence $1,000,000.00 disease per each employee $500,000.00 disease/employee limit Li uor Liabilit Lessee sl�all cause to remain in effect during the term of the lease, liquor liability insurance coverage for bodily injury oc• property damage which the lessee may be held ]iable. Minimum limit $1,000,000 per occurrence $2,000,000 aggregate Auto Liabilitv $1,000,000.00 each accident or a combined single Iimit basis or $250,000.00 property damage and $500,000.0 per person per occurrence This shali be business auto to cover any aUto owned, non-owned or hired. 10.04.1 Building and Improvements At all times during the Term and any extension, Tenant shail maintain commercial all- risk property insurance on all buildings and other improvements Iocated or being constructed on the Premises at nat less than eighty percent {SU%) of the replacement cost of such improvements. Tenant shall pay all costs for such insurance and shall be responsible for any deducti6le required. The insurance policy or policies must name both the Landlord and Tenant as named insured and may provide that any loss of $104,000 or less will be payable solely to Tenant for restoration of the improvements. Any loss over $100,000 will be made payable jointly to the Landlord and Tenant, but Landlord shall promptly allow the release of insurance proceeds to enable Tenant to meet its repair obligations in Section 8.02 above. § 10.05. Certificates of Insurance • The Landlord, its Offcers, Employees and Volunteers shall be named, as its interest shalt appear, as Loss Payee and as Addilional Insured. Exception: the additional insured requirement does not appiy ta Workers' Coinpensation poticies. • This insurance shall not be cancelled, limitcd in scope or coverage, cancelled or non- renewed, until after thirty days (30} prior written notice has been given to the Landlord. • Waiver of rights of recovery (subrogation) shall be in favor of the Landlord. Lease Between the City of Fort Worth and Hip Pocket Theatre Page 9 of 14 • The insurers far all policies must be licensed/ approved to do business in the State of Texas. Except for Workers' Compensation, all insurers must have a minimum rating of A: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the ratings are below that required, written approval of Risk Management is required. • Such insurance policies shall be primary, without right af contribution and not subject to any offset by any other insurance carried by LandIord or the Contractor. • If insurance palicies are not written for specified coverage limits, an Umbrella or Excess Liability insi.uance for any differences is required. Excess Liability shall follow form of the primac•y coverage. • Unless otherwise stated, all required insurance shall be written on the "occurrence basis". Tf covexage is underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement and the certificate of insurance shall state that the coverage is claims-made artd the retroactive date. The insurance coverage shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longex. An annual certificate of insurance submitted ta the Landlord shal! evidence such insurance coverage. • 1'he deductible or self-insured retention (SIR) affecting required insurance coverage shall be acceptable to and approved in writing by the Risk Manager of the City of Fort Worth in regards to asset value and stockholders' equity, In lieu of traditional insurance, alternative coverage znaintained through insurance pools or risk retention groups, must also be approved by the Ciry's R.isk Manager. The Landlord, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by the Landlord based upon changes in statutory law, court decision or claims history of the industry as wel] as of the contracting party to the Landlord. In the event the Landlord requires the insurance limits to be increased or changes in policy categories or types of coverage, the Landlord shall provide written notice to the eontracting parry. The contrac�ing party will have ninety days from the date of the notice to comply with the additional requirements. � The Landlord shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifieations of particular policy terms conditions, limitations, ar exclusions except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. Lease Between the City of Fort Worth and Hip Pocket Theah•e Page 10 of 14 ARTTCLE 11. ASSIGNMENT AND SUBLEASE § 11.01. Assignment and Sublease. Tenant may not sell or assign its Ieasehold estate, or any portion of it, without the prior written approval of the Landlord. ARTICLE 12. MISCELLANEOUS PROVISIONS § 12.01. Cutting of Trees Biush and Grasses. Tenant has represented that lrees, brush or grasses may need to be cut on the Premises. Before cutting any trees or brush on the Premises, Tenant shall physically flag and generate a diagram of the genera� area of trimming and clearing on thc Premises. This diagram shall show the general manner of clearing. Once Tenant provides Landlord with the diagram, Tenant shall obtain Landlord's written consent prior to beginning any clearing or trimming on the Premises. Tenant shall contact Lester England, Lake Worth Coordinator, at 817-392-8366 to make ai�rangements for the inspection of the Premises prior to any trimming or clearing. Tenant shall remove aIl cuttings and trimmings. The Tenant shall bc responsible for all costs associated with the cutting of trees, brush and grasses and removal. § 12.02. Food Sald or Provided on the Premises. IF food will be served on the Premises, Tenant sha11 ensure that all food vendors and faod handlers are in compliance with State And City of Fort Worth regulations. In addition if food is served at the event, Landlord shall be named as an additional insured on all food vendors insurance policy. § 12.03 Alcoholic Beverages. Alcohol beverage sales shall be permitted on the Premises. Tenant sha[l comply with all state, federal, and local laws and regulations regarding the sale and cansumption of alcoholic beverages on the Premises. If Landlord discovers that Tenant has not complied with all state, federal, and local laws and regulations or that Tenant has failed to obtain and maintain insurance required under this Lease, Tenant acknovvledges and agrees that Landlord may terminate the Lease ancE immediately proceed to escort all persons off the Premises and that TENANT AGItEES TO TNDEMNIFY LANDLORD AND HOLD LANDLORD HARMLESS FOR ANY CLAIM, SUIT FOR CAUSE OF ACTION THAT RESULTS IN TH� L�ASE B�ING TERMINATED AS A RESULT OF TENANT'S FAILURE TO CQMPLY WYTH THIS S�CTION. § 12.04. Restroom Facilities, Tenant shall comply with all state, federal, and local Iaws re�arding providing restroom facilities under the lease. Tenant shall provide sufficient restrooms for its patrons and guests. §12.05. Salid Waste. 1'enant shall be responsible for the praper collection, siorage, and disposal of solid waste generated an the Premises. Tenant shall comply with all state, federal, and local laws and regulations regarding collection, storage, and disposal of solid waste that is generated on the Premises. ARTICLE 13. TERMINATION AND REMEDIES § 13.41. Termination on Default. If Tenant defaults in performing any covenant or term of this Lease and does not correct the default within thirty (30) days after receipt of written notice from Lease Between the Ctty of Fort Worth and Hip Pocket Theatre Page 11 of 14 Landlord to Tenant or an additional reasonable period of Tenant is proceeding witli diligence to cure the default, Landlord may declare this Lease, and all rights and interest created by it, terminated. If Landlord ciccts to terminate, this Lease will cease as if the day of the Landlord's election were the day originally fixed in the Lease for its expiration. § 13.02. Termination Without Cause. The Landlord may terminate this lease without cause after the initial S year term with thirty {30) days notice. § 13.03. Other Remedies. Any termination of this Lease as provided in this article will not relieve Tenant fram payin� any sum or sums due and payable to the Landlord under the Lease at the time of termination or any claim for damages then or previously accruing against Tenant under this Lease. Any such termination will not prevent Landlard from enforcing the payment of any such sum ar sttms or claim for damages by any remedy provided for by law, or from recovering damages from Tenant for any default uncier the Lease. All Landlord's rights, options, and remedies under this Lease will be construed to be cumulative, and not one of them is exclusive of the other. Landlord may pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in this Lease. ARTICLE 14. NOTICES § 14.01. Notices. Any notice, demand, request, or other communication hereunder given or made by either party to the other shall be in writing and shall be deemed to be delivered whether actually received or not, when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the partiss hereto at the respective addresses set out below, or at such other address as they may hereafter specify by written notice sa given. (a} If ta Landlord: City Manager City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 Copy to: City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 7b102 (b) If to Tenant: Hip Pocket Theatre 1950 Silver Creek Rd. rort Worth, TX 76108 ARTICLE I S. GENERAL PROVISIONS § 15.01. Ri h� t of Entry and Inspection. Tenant must permit Landlord or its agents, representatives, or employees to enter fihe Premises at any time for the purposes of inspection; Lease Between the City of Fort Worth and Hip Pocket Theatre Page 12 of 14 determining whether Tenant is complying with this Lease; maintaining repairing, or altering the Premises; or any other reasonable purpose. Tenant will schedule t�augh the Landlord at least one annual Code Compliance inspection. This shauld be schedu[ed with adeguate time to coiTect any violations found prior to the first theater performance of the season. p�S�,�D § 15.02. No Partnershin or Joint Venture. The relationship between Landlord and Tenant is at alI times solely that of landlord and tenant and may not be deemed a partnership or a joint venture. § 15.03. Force Majeure. If curing any default (other than failure to pay rent, insuxance premiums, or ad valorem taxes) or performing any other covenant or term is delayed by reason of war, civil commotion, act of God, governmental restrictions, regulations, or interference, fire or other casualty, ar any other circumstances beyond Tenant's control or that of the party obligated or permitted under this Lease to do or perform the term or covenant, regardless of whether the circumstances is similar to any of those enumerated or not, each party so delayed is excused from performance during the delay period. § 15.04. Entire Agreement. This Lease shall constitute the entire agreement of the Landlord and Tenant, and shall supersede any prior agreements, either oral or written, pertaining to the Premises. § 15.05. Venus. 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. CITY OF FORT WORTH �� Assistant City Manager POCKET THEATRE, INC. D/B/S HIP POCKET THEATRE By: � Title: c� � APPROVED AS TO FORM AND LEGALITY: � �/ � , 111,1�/�I�i .� "" `'_ ,, and Htp NocKet �l�heatre Page 13 of 14