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Contract 55999
"a MY SECRETARY. . THE STATE OF TEXAS § .� ( C1 MITCT NO. § I' Jul.-8 2021 COUNTY OF TARRANT § (OFT�iR� tl tCtYiikY SL G EASE AQAUMENT This Sublease Agreement (the "Agreement") is made and entered into to be effective as of the 23`1 day of January, 2021, by and between LVTRISE,INC., a Texas non-profit corporation ("LVTRise"), acting by and through its executive director duly authorized by its Board of Directors and the CITY OF FORT WORTH, Texas a home-rule municipal corporation ("City"), acting herein by and through Dana Burghdoff, its duly authorized Assistant City Manager, each individually referred to as a"Party" and collectively ,-eferred to as the"Parties." WHEREAS LVTRise and the City entered into a Lease and Management Agreement on April 5, 2019, (City Secretary Contract No. 52145) (the "Lease"), which is attached hereto and incorporated herein as Exhibit"A." for the use of two buildings containing approximately 12,650 square feet, a parking lot, and recreational amenities located at 8201 Calmont Avenue, Fort Worth, Tarrant County, Texas 76116 (the"Premises"); and WHEREAS the Lease provides certain rights and responsibilities to LVTRise for the use of the Premises; and WHEREAS the City and LVTRise believe that having a library space available to the public on the Promises is beneficial for the Las Vegas Trail community and the public of the City of Fort Worth; and WHEREAS the City and LVTRise are entering into this sublease to provide a portion of the Premises ("Subleased Facilities") for the City to use as a public library location (to be known as the "Rise Library"), such Subleased Facilities being more fully described in Exhibit "B," which is attached hereto and incorporated herein; and WHEREAS Article 12 of the Lease requires that the City provide written permission for any assignment or sublease of the Premises; and WHEREAS, by execution of this Agreement, City has provided the necessary written permission for LVTRise to sublease the Subleased Facilities to the City on behalf of the Fort Worth Public Library for the purposes described herein; and WHEREAS LVTRise is committed to the serving the community with literacy, GED, ESL, and other sustainability and educational programming and has agreed to permit the public use of the Subleased Facilities for the Rise Library and upon the terms and conditions set forth herein; and WHEREAS by this Agreement LVTRise and City desire to define and set forth their respective duties and obligations with respect to the Premises and the Subleased Facilities. NOW THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the recitals set forth above, which are not recitals only but also Ran- OFFOCIAL SUBLEAsE AGREEMENT—LVTRISE—CALMONT PARK COMMUNITY CENTER 7 Agreement, and other good and valuable consideration, LVTRise and City do hereby agree as follows: 1. Sublease of the Facilities. A. In consideration of the commitments made herein by LVTRise and the City and the mutual terms and covenants of this Agreement, LVTRise hereby demises and subleases to City, and City hereby takes and subleases from the LVTRise, the Subleased Facilities, being more particularly described in Exhibit "B," which is attached hereto and incorporated herein, for a term beginning January 23, 2021. LVTRise covenants that City shall peaceably and quietly enjoy the exclusive right to the Subleased Facilities during the Term of this Agreement. B. The Subleased Facilities shall be used as a library during the Term of this Agreement. The Subleased Facilities may also be used by City as a support area for City staff. The City shall be solely responsible for the programming and internal operations of the library. The City shall own and be responsible for all equipment and furniture necessary to operate the library. The operating hours of the library shall be Tuesday through Friday from 10:00 am until 7:00 pm and Saturday from 9:OOam until 6:00 pm. The City may modify, increase, or decrease the operating hours of the Rise Library with the consent of LVTRise and LVTRise agrees that such consent shall not be unreasonably withheld. LVTRise shall provide City staff a key to the Premises or otherwise ensure that City staff are able to access the Subleased Facilities at all times as are reasonably necessary for the operating and maintenance of the library, including times beyond the library's operating hours. C. City staff and library patrons shall be allowed to use the bathroom located in the Premises. D. The Parties understand and agree that this Agreement shall only be used to determine the rights and duties as between the LVTRise and the City as they relate to the Subleased Facilities and that this Agreement shall in no way alter any other rights or duties of LVTRise under the Lease. 2. Term Termination and Rental Fee. A. The term of this Agreement ("Initial Term") shall be for a period of five (5) years, starting on January 23, 2021 and expiring on January 22, 2026 unless terminated earlier as provided herein. B. If City performs and abides by all provisions and conditions of this Agreement and is not in default, upon the expiration of the Initial Term, City shall have two (2) options to renew this Agreement for a term of one (1) year ("Renewal Term"). In order to exercise its option to renew this Agreement, City shall notify LVTRise in writing of its desire to renew this Agreement no less than thirty (30) calendar days prior to the expiration of the term then in effect. Any Renewal Term under this section and the Initial Term are collectively referred to as the"Term." SUBLEASE AGREEMENT-LVTRISE-CALMONT PARK COMMUNITY CENTER PAGE 2 C. At any time during the Term, City may terminate this Agreement with thirty (30) days written notice to LVTRise. At any time during the Term, LVTRise may terminate this Agreement by providing City with thirty (30) days written notice. D. City's or LVTRise's failure to perform or observe any covenant or condition of this Agreement shall, if continuing fifteen (15) days after written notice thereof to the other Party, constitute an "Event of Default" hereunder. E. This Agreement and the Terre are subject to the limitation that if and whenever any Event of Default by City shall occur, LVTRise may, at its option, terminate this Agreement, in which event City shall surrender possession of the Subleased Facilities to LVTRise, and in connection therewith LVTRise may enter upon and take possession of the Subleased Facilities and expel or remove City after City receives written notice of such Event of Default. F. City agrees and shall pay to the LVTRise as base rent for the Subleased Facilities during the said Term, the total sum of $0.00. LVTRise and City expressly agree and stipulate that this Sublease Agreement is based on valuable consideration and an exchange of promises that will be independently beneficial to both parties. Specifically, LVTRise agrees that the City will p,-ovide a benefit to LVTRise by operating a library within the Subleased Facilities and by furthering LVTRise's mission to improve the lives of people in the Las Vegas Trail area. LVTRise has accepted this as valuable consideration for its performance of the obligations of this Sublease Agreement. Both parties agree as a condition precedent to executing this Sublease Agreement that the consideration is valuable and sufficient and that neither party shall be able to assert otherwise in the event of litigation. Nothing herein shall constitute an obligation of City funds. City shall not owe any amount of money for any reason whatsoever to LVTRise for use of the Subleased Facilities rendered in connection with this Sublease Agreement. City shall not be liable nor owe any payment, fee, cost, penalty, or money for any other reason whatsoever to LVTRise. 3. Security Deposit. LVTRise and City each acknowledge and agree that no security deposit for the Subleased Facilities has been received by LVTRise from City, and therefore, LVTRise shall have no obligation to refund any such amounts to City upon the termination of this Agreement. 4. Utilities. LVTRise shall be responsible for the payment of all utility charges associated with the operation and maintenance of the Subleased Facilities, including any required deposits. If LVTRise does not maintain the utilities, the City may do so, and LVTRise agrees to reimburse the City for any and all such costs. If LVTRise does not reimburse the City for such utilities, the City may consider it a default of this Agreement and terminate this Agreement. 5. Taxes. LVTRise shall be responsible for the payment of any taxes attributable to the Premises, the Subleased Facilities, and any improvements. SUBLEASE AGREEMENT—LVTMsE—CALMONT PARK COMMUNITY CENTER PAGE 3^ 6. Repairs, Maintenance, and Security of Leased Facilities. LVTRise agrees to maintain the Subleased Facilities in good and working condition at all times. To the extent required by the Lease, LVTRise expressly acknowledges and agrees to make all repairs and perform all maintenance to the Subleased Facilities. LVTRise will also be responsible for securing the Subleased Facilities. 7. Alterations and Improvements. City shall have the right to make alterations or improvements to the Subleased Facilities as required to install and operate a public library. 8. Insurance. A. LVTRise agrees to insure the Subleased Facilities and any improvements during the Term of this Sublease Agreement in accordance with the requirements of the Lease. B. City is a self-funded entity and as such may not maintain a commercial liability insurance policy to cover premises liability. Damages for which City would ultimately be found liable would be paid directly and primarily by the City and not by a commercial insurance company. 9. Liability of C,"ity. CITY IS NOT LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY FIND TO ANY PERSON OR PROPERTY ARISING FROM ANY USE OF THE SUBLEASED FACILITIES (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 PROM ANY ACT OR OMISSION OF LVTRISE, OR OF ANY OF ITS AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, OR BY OR FROM ANY ACCIDENT, FIRE, OR OTHER CASUALTY ON THE PREMISES OR BROUGHT ABOUT BY LVTRISE'S FAILURE TO MAINTAIN THE PREMISES IN SAFE CONDITION. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. to. INDEMNIFICATION. LVTRISE COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS SUBLEASE AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAMS DESCRIBED HEREIN; AND LVTRISE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH SUBLEASE AGREEMENT-LVTRISE-CALMONT PARK COMMUNITY CENTER PAGE 4 THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS SUBLEASE AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAMS DESCRIBED HEREIN. LVTRISE LIKEWISE CONVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF LVTRISE, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS. PROVIDED THAT LVTRISE HAS CARRIED CONTRACTUAL LIABILITY COVERAGE IN COMPLIANCE WITH SECTION 8 AND THE LEASE, LVTRISE'S INDEMNITY OBLIGATIONS ARE LIMITED TO PROCEEDS PAID UNDER APPLICABLE INSURANCE COVERAGE. LVTRISE AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS SUBLEASE AGREEMENT. LVTRISE SHALL REQUIRE ALL OF ITS SUBCONTRACTORS TO INCLUDE IN THEIR SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF THE CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 11. Environmental Matters. A. For purposes of this Sublease Agreement, "Hazardous Materials" means and includes those substances deemed hazardous, toxic or dangerous under any Hazardous Material Law (defined below), including, without limitation, asbestos or any substance containing asbestos, the group of organic compounds known as polychlorinated biphenyls, flammable explosives, radioactive materials, chemicals known to cause cancer or reproductive toxicity, pollutants, effluents, petroleum and fuels derived therefrom, contaminants, emissions or related materials, and any items included in the definition of hazardous or toxic waste, materials, chemical compounds or substances under any Hazardous Material Law. "Hazardous Material Laws" collectively means and includes any present or future local, state or federal law or treaty, and any amendments thereto, including any common law doctrine of liability, relating to the environment, environmental protection or environmental conditions, including, without limitation, (i) the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq. ("ESA"), as amended from time to time; (ii) the Solid Waste Disposal Act, 42 U.S.C. §§ 6901 et seq., as amended from time to time, including, without limitation, as amended by the Resource Conservation and Recovery Act of 1976 ("RCRA") and the Hazardous and Solid Waste Amendment of 1994; (iii) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601 et seq., as amended from time to time, including, without limitatiolf, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SAR)V"); (iv) the Federal Water Pollution Prevention and Control Act, 33 U.S.C. §§ '1251 et seq., as amended from time to time; (v) the Air Pollution Prevention and Control Act, 42 U.S.G. §§ 7401 et seq., as amended from time to time; (vi) the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., as amended from time to time; (vii) the Safe Drinking Water Act, 42 U.S.C. §§ 300f-300j, as SUBLEASE AGREEMENT—LVTRIsE—CALMONI'PARK COMMUNITY CENT>R PAGE 5 amended from time to time; (viii) the Texas Hazard Communication Act, Tex. Health & Safety Code §§ 502.001 et seq., as amended from time to time; (ix) the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361.001, et seq., as amended from time to time; (x) Chapter 26 of the Texas Water Code, as amended from time to time; (xi) the Texas Clean Air Act, Tex. Health & Safety Code §§ 382.001, et seq., as amended from time to time; and (xii) all rules, regulations, orders and decrees now or hereafter promulgated under any Hazardous Material Law. B. City and LVTRise shall not allow or permit the Subleased Facilities to be used for the handling, transportation, storage, treatment or other use of any Hazardous Material. 12. Assignment, Encumbrance or Sale of Subleased Facilities. City will not mortgage, pledge, encumber or assign this Agreement or sublet the Subleased Facilities, in whole or in part, to any person, firm, or corporation. LVTRise shall not assign this Sublease Agreement or encumber the Subleased Facilities. 13. Defaults and Remedies. All rights, options, and remedies of the Parties contained in this Sublease Agreement shall be construed and held to be cumulative and the exercise of one or more rights, remedies, or options shall not be taken to exclude or waive the right to the exercise of any other. All such rights, remedies, and options may be exercised and enforced concurrently and whenever and as often as deemed desirable. The Parties shall have the right to pursue any one or all of such remedies that may be provided herein or by law or in equity. 14. Notices. A. All notices to LVTRise shall be sent to: 8201 Calmont Avenue Fort Worth, Texas 76116 Attn: Willie Rankin Executive Director B. All notices to City shall be sent to: Marilyn Marvin 500 W. 3rd Street Fort Worth, Texas 76102 Assistant Library Director— System Wide Services Marilyn.Marvin@fortworthtexas.gov S 17-392-7708 SUBLEASE AGREEMENT-LVTRISE--CALMONT PARK COMMUNITY CENTER PAGE 6 With a copy to: City of Fort Worth Property Management Department 900 Monroe Street, Suite 400 Fort Worth, Texas 76102 And with a copy to: City of Fort Worth City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 Attn: Matt Murray C. Mailing of all notices under this Sublease Agreement 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 this Sublease Agreement shall commence upon the terms specified in the section requiring the notice. In the absence of any such provision, notice shall be deemed effective on the earlier of actual receipt or three (3) days after mailing. 15. Entire Agreement; Modification. This Sublease Agreement shall constitute the entire agreement of LVTRise and City, except to the extent that the terms of the Lease are incorporated herein. This Sublease Agreement cannot be changed or modified orally, but only by an instrument in writing signed by both Parties. 16. Waivers. One or more waivers of any covenant, term, or condition of this Sublease Agreement by either LVTRise or City shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The consent or approval by either LVTRise or City 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. 17. No Partnership. No provisions of this Sublease Agreement shall be deemed or construed to constitute a partnership or joint venture. City shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of LVTRise. LVTRise shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of the City. 18. Choice of Law; Venue. This Sublease Agreement and the relationship created hereby shall be governed by the laws of the State of Texas. Exclusive venue for any action brought to interpret or enforce the terms of this Sublease Agreement or for any breach shall be in Tarrant County, Texas. 19. Construction. A. Whenever used herein the singular number shall include the plural and the SUBLRAsE AGREEMENT—LVTRIsI;—CALMONT PART{COMMUNITY CENTER PAGEi 7 plural number shall include the singular. Whenever used herein the masculine gender shall include the feminine and neuter genders and the neuter gender shall refer to any gender. B. Section headings used in this Sublease Agreement are intended for convenience only and not necessarily to describe the intent of a particular Section and therefore shall not be construed as limiting the effect of any provision of this Sublease Agreement. C. This Sublease Agreement shall be deemed drafted equally by all Parties hereto. The language of all parts of this Sublease Agreement shall be construed as a whole according to its fair meaning, and any presumptions or principle that the language herein is to be construed against any Party shall not apply. 20. Governmental Powers. It is understood and agreed that by execution of this Sublease Agreement, City does not waive or surrender any of its governmental powers or immunities. 21. Counterparts. This Sublease Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 22. Effectiveness. This Sublease Agreement shall become effective and binding upon its execution by all Parties. 23. Right to Audit. LVTRise agrees that City shall, until the expiration of three (3) years after final payment under this Sublease Agreement, or the final conclusion of any audit commenced during the said three (3) years, have reasonable access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of LVTRise involving transactions relating to this Agreement at no additional cost to City. LVTRise agrees that City shall have access during normal working hours to all necessary LVTRise facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give LVTRise reasonable advance notice of intended audits. 24. Compliance with Laws. LVTRise sliall comply with all applicable local or general regulations, federal, state and local laws and ordinances, as well as lawful requirements of all competent authorities. 25. Quiet Eniovment. LVTRise covenants that if and so long as City performs the terms, covenants, and conditions required on City's part by this Sublease Agreement, City shall peaceably and quietly have, hold and enjoy the Subleased Facilities for the Term of this Sublease Agreement, subject to the provisions of this Subleased Agreement. 26. Liens. Neither LVTRise nor City shall create any liens against the Subleased Facilities. V any lien is created or filed against the Subleased Facilities, the Party causing the lien shall have the lien discharged within ten (10) days after the filing thereof at its sole expense. SUBLEASE AGREEMENT—LVTRisE—CALMONT PARK COMMUNITY CENTER PAGE 8 27. No Third Party Beneliciarv. For purposes of this Sublease Agreement, the Parties specifically agree that the Sublease Agreement only affects matters between the Parties to this Sublease Agreement, and is in no way intended by the Parties to benefit or otherwise affect any third person or entity, except to the extent of the public's use of the Subleased Facilities. 28. Authority to Execute. The individuals executing this Sublease Agreement on behalf of the respective Parties below represent to eaX other and to others that all appropriate and necessary action has been taken to authorize the individual who is executing this Sublease Agreement to do so for and on behalf of the Party for which his or her signature appears, that there are no other parties or entities required to execute this Sublease Agreement in order for the same to be an authorized and binding agreement on the Party for whom the individual is signing this Sublease Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. 29. Savings/Severability. In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof, and this Sublease Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 30. Holdover. Any holding over by City after the expiration or termination of this Sublease Agreement shall deem City as a month-to-month tenant until such time as either Party provides the other Party a thirty (30) day written notice to vacate the Subleased Facilities. . 31. Force Maieure. The Parties shall be excused for the period of any delay in the performance of any obligations hereunder when prevented from doing so by cause or causes beyond the Parties' absolute control, which shall include, without limitation, all labor disputes, civil commotion, civil disorder, riot, civil disturbance, war, war-like operations, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations, orders, moratoriums or controls, fire or other casualty, inability to obtain any material, services or financing or Acts of God. 32. Independent Contractor-. It is expressly understood and agreed that the Parties shall perform their obligations and responsibilities hereunder as independent contractors and not as an officer, agent, representative or employee of the other Party; that each Party shall have exclusive control of and the exclusive right to control the details of their obligations and responsibilities and all persons performing same; that each Party shall be solely responsible for the acts or omissions of its officers, agents, employees or other persons under its supervision, management and control; that the doctrine of respondeat superior shall not apply as between City and LVTRise; and that nothing herein shall be construed as creating a partnership or joint enterprise between City and LVTRise. Any intention to create a joint venture or partnership relation between the Parties hereto is hereby expressly disclaimed. SUBLEASE AGREEMENT-LVTRISE-CALMONT PARK COMMUNITY CENTER PAGE 9 SIGNED this= day of lAAt , 2021. LVTRISE: By: - Willie Rankin Executive Director CITY: CITY OF FORT WORTH,TEXAS: By: G Name: Dana Burghdoff Title: Assistant City Manager Approved as to Form and Legality: Matthew A. Murray Assistant City Attorneys -� w Attest: ' ,r (� ( oh7leS P p1�-�n9 City Sec.+�fia� M&C: Not required (-r-zr. Date: NIA 1295: Not required City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Maril n Ma Assis ant Di ec r of the Library Department �� �� ���� 4 SECRETARY fj SUBLEASE AGREEMENT-LVTRISE-CALMONT PARK COMMUNITY CENTER PAGE 10 STATE OF TEXAS § COUNTY OF TARRANT § The foregoing instrument was acknowledged before me on ('O � '5 2021, by Willie Rankin, Executive Director of LVTRise, Inc., a domestic non-profit corporation, on behalf of such corporation, TAM RA Rtx Nota Public— State of ""'s ,�Notary Public,State of faxes rY 4ac Comm,Notary 82ti y ID 4829387 STATE OF TEXAS § COUNTY OF TARRANT § The foregoing instrument was acknowledged before me on this 6_4— day of 2021, by Dana Burghdoff, Assistant City Manager, of City of Fort Worth, Te4jis, a�6e-rule municipal corporation of the State of Texas, on behalf of said corporation. A . dp� --r . w • - -}3 •- �.ryr- No Public— State of Texas MARIA&SANVHEZ My Notary ID#2256490 F of k' Expires December 19,2021 OFMAL RECORD ujTV SECRETARY FT. WORTH rx SUBLEASE AGREEMENT-LVMsE, -CALMONT PARK COMMUNITY CENTER PAGE 11 Exhibit A — The Lease and Management Agreement SUBLEASE AGREEMENT—LVTRisr.—CALMONT PARK COMMUNITY CENTER PAGE 12 My CM-MRY COF41RAC r N4J, LEASL AND MANAGEMENT AGREEMENT WITH LVTRISE, INC. FOR CALMONT PARK COMMUNITY CENTER THIS LEASE AND MAN AGEMENT PYGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH, a Texas municipal corporation ("City"), acting herein_ by and through Fernando Costa, its duly authorized Assistant Cit,, Manager, and the ILVTRISE, INC., a Texas nonprofit corporation ("LVTRise'% acting by and through its officers duly authorized by its Board of Directors. RECITALS WHEREAL, in ordf r to serve its citizens of the City with a community center for recreation, meeting space and other traditional and progressive recreational and community service programs, the City purchased 5.033 acres of land, more or less, and improvements, being all of Lot D, Block 6, West Plaza Addition, City of Fott Worth, Tarrant County, Texas, also known as 8201Calmont Avenue, Tarrant County, Texas, '76107,from YMCA of Metropolitan port Worth ("Property"), and dedicated 4.343 acres of the Property as park land (M&C L-16192, March 1.9, 2019); and WHEREAS, the Property is improved by two buildings containing in the aggregate 12,650 square feet, a parking lot,- and recreation amenities (collectively, the "Facility'") and the Property and the Facility are referred to collectively herein as the "Premises"; WHEREAS, LVTRise has coordinated a partnership of private companies, human service organizations and govern.meat agencies dedicated to improving the lives of people living in the Las Vegas Trail area, aad partners are commitLed to providing resources and financial support for LVTRise`s p-rogran, objectives that focus on education, public safety, delivery of social service:,, econonrc development, and health and wellness; and WHEREAS,the bylaws foi LVTRise provides for one (1) place on the Board of Directors for LVTRise that is reserved for an individual appointed by the Fort Worth City Council ("City Council Appointed Director"), and in Resolution 5023-12-2018, the Fort Worth City Council appointed Dr. Brian Byrd, Councilmember, to that position in order to further the City's and the public's interests in the revitalization of the Las Vegas Trail area and the management of the community center; and WHEREAS,the City recognizes the value and importance of the work performed by LVTRise in the Las Vegas Trail community to date in conducting and coordinated outreach and services for citizens of west Fort Worth through its mobile facilities; and OFFICIAL RECORD NO,ase and Management Agreement CITY SECRETARY r�EC, LVTRise—Calmont Park Community Center WORTH, G1 Page 1 FT. �►p OR 9!H, TX WHEREAS, the citizens of she City will derive substantial benefits from the activities and programs to be provided and conducted by LVTRise for City's residents on the Premises; and WHEREAS, zt is the mutual desire of the City and LVT:.ise that the Premises ne occupied aiad maraged by LVTRise for the primary use of ofieiing and conducting of community-based programming as contemplated by this Agreement and in accordance with its terms and conditions- , WHEREAS, the Fa,_.ility is hi heed of relaovation in order to accommodate new t,iogrammhig needs, address ADA a.ccessib.lity, aiad perform capital upgrades, including, but not limited to, roof acid FIVAC replacement oi, the two buildings and it is the intent of the parties to perform certain improveineats to the Buildings it phases, as described in more detail hereiii, with I V i Rise colatiauiiig to occupy the portion o-L the Premises not under renovatio,,l while performing wanagemert tuactio).as, &id prov"ding services and programming, and WHEREAS, it is the intent of th:. parties to [rave signifl .ant private investment in the Facility and the programming of the community center, and the costs of the operating, maintenance and programming aMl be shared as set ioith herehi.. NOW THEREFORE, in consideration of the covenants and agreements contained in this Agreement, the City and LVTRise hereby agree as follows: ARTICLE 1. LEASE O rREMISES 1,01 Lease of Pre-nisec. In consideration of a Teii Dollar and 00/100 ($10.00) annual rent and the commitments made herein by City and LVTRise and the nutual terms and covenants cf this Agreement, aria other good and valuable co-isideration, City demises and leases to LVTRise, and LVTRise leases from City the Premises, consisting of(a) the Property, as legally described on Exhibit "A" attached to this Agrecinent, and (b) the Faci-lity, which shall include ar�y improvements to the Facility or on the Property, or to be constructed on the Property throughout the term of this Agreement. This Agreement is subject to all existi.Lig easements for public roads, highways, public utilities, pipelines and electrical transmission lines or any other easements of record. 1.02 Park Land. LV"f Rise ackaowledges and widerstands that 4.343 acres of the Property is dedicated park land (the "Park",`, as shown on Exhibit "B", attached to this Agreement and incorporated hciein for all purposes (the Vat-IC). As park land, the Park is subject to certain state and local laws, ordinances, and policies, and must be used for recreational purposes, and LVTRise agrees to comply with all such applicable laws, ordinances, and policie3. 1.03 General Use Prouerky. LVTRise acknowledges and understands that the approximately 0.69 acre portion of the Property that is not part of the Park (the "General Lease and Management Agreement LVTRise—Calmont Park Community Center Page 2 Use Property"), as shown oii Exhibit "B", attaciieO to this Agreement and =rcorporated herein for all puLposes, is currently included in this Agreement as part of the Premises, but is intended by the City to be preserved for future growth opportunities aligned with the LVTRise project or with other public.purposes that are not park uses. Therefore, this Agreement is terminable a; to the General Use Property by City upon thirty (30) days' written �lotice (the "General Use Property Tee urination"), with the Agreement remaining in full fore(. and effect for the Park, and with the definition of Premises and Facility thereafter such General Usc, Property Termination includir-oruy the Park and all site improvements on the park,subject to any other valid expiration or termination of this Agreement pursualh tc Article 11. LVTRise shall not 'gold oar, call, characterize, publi.-ize,or use the General Use Property as park land. 1.04 Cost of Operations. LVT!:ise shall be responsible for all costs associated with the operation, maintenance aid programming of the Facility, except as follows: (i) City shall contribute up to $170,000.00 a�irually for three years for operations ar,0 programming ("City Operating Funds"), provided that in no evert shall the amowit paid ur_de the Cita 0I)eratilig Funds exceed one-half of the total co:is fcr operations and programming. City shah pay the City Operating Funds to LVTRise (luari:erly. (ii) City shall set aside in City's own accounts $130,000.00 annually for hree years to fund capital maintenance arrJ•-epairs to the buildings and jite i elated improvements. The City's funding commitments herein are subject to annual appropriations by the Fort Worth City Council. ARTICLE 2. LEASE TERM 2.01 initial Term. Me 4nitial term of this Agreement (`Initial Term") shall coinmeuct upon April 1,2019 ("Commencement Date"), and shall continue for a period of five (5) years from the date of acceptance by LVTRise. 2.02 Renewal Terms, This Agreements shall renew automatically for successive one-year terms (each being a "Renewal Term") unless either party gives the other party written notice of non-renewal within sixty (60) days of the end of the then- current term, whether the Initial `Perin or any Renewal Term. 2.03 Holdover Tenancv. Unless terminated earlier by either party pursuant to a right her.-Under,this Agreement will expire without further notice when the Initial Term and any properly exercised Renewal Term ("Expiration") expires. Any holding over by LVTRise after the Expiration will not constitute a renewal of the Agreement or give T,VTR,se any rights under the Agreement in or to the Premises, except as a tenant at will. ARTICLE 3. USE OF LEASED PREMISES Lease and Management Agreement Lt Rise—Calmont Park Community Center Pas 3 3.01 Recreational Use of Premises. Tn.- use of the Premises shall include recreational activities and LVTRise agrees to offer recreation programs designed to educate participants on the importance of healthy living. Course offeihigs include, but are not limited to, swimming and wafer safetv (coordinated off-site with YMCA), aerobics, YOGA, saength training, aad a variety of spoils activities ('Rec'mational Activities"). LVTRise shall maintain documentation supporting the programaning and events that are Recreational Activities. YMCti shall ii.ot be charged relit ibr use of the Pro,)erty to conduct Recreational Activities. LVTRise understands and ugrees that the failure to program and bold RecreatiGlial Activities is an event of default that could result in termination of this Lease pursuant to ALticle 11. LVTRise --hall provide requested infbiviation and reports to City q-tarteily reiatiirg to the Recreational Activities and the use ofthe premises. LVTRije shall keep conies of all such documentation foi three (3) years after the tenminatio-a of this Agreement. This Section 3.01 shall survive the termination or Expiration of this Lease Agreement. 3.02 General Use of Premises. LVTRise may use the Premises only for the purpose of operating the Facility to offer, conduct and operate recreation, wellness, youth and family programs, education, public safety, delivery of social services, economic development, and health and welhiess, acid related activities, axed for no other purpose without the prior written consent of City. The City has the right to monitor use of the building at any point in time during the lease term. LVTRise Shall commence operating the Facility for the public within five (5) bus;ness days of the Commencement Late. LVTRise shall have the Facility open, at: mirirruin, Monday trirough Friday between the hours of 8:00 a-m. and 5:00 p.m for activities and meei.ings, wiless otherwise agreed to in wilting by the parties. LVTRise ac-knowledges hotRs of uperatioa will be extended to accommodate afterschool programs ana other eveiihig program objectives. City reserves she right Lo use meeting space in the Facility oiie time per month. LVTRise shall utilize the City's Community Center fee waiver policy for City use of the Facility, provided that the City a trees to pay LVTRise the customary rental tees for use of the Facility at any time when the Facility is normally closed. Scheduling will be coordinated through LVTRise to prevent conflict with regularly scheduled programs of LVTRise. 3.03 Illegal Use Not Permitted. LVTRise may not use any part of the P�einises for any use or purpose that violates any applicable jaw, a-egulation, or ordinance of the United States, the State of Texas, the County of Tarrant, or the City of Fort Worth, or other lawful authority with jurisdiction over the Premises. 3.04 No Hazardous Materials. Under no circumstances d,iring the term of this Lease will LVTRise use or cause to be used on the Pr--miser any hazardous or toxic substaiices or materials, or store or dispose of any such substances or materials on the Premises, other than de mimmis quantities of household cleaning materials and office supplies use in the ordinary course of LVTRise's operations and that are used, kept and disposed of in compliance with applicable law Lease and Management Agreement LVTRise—Catmont Park Community Center Page 4 3.05 Cndition of Ffem;ses. LVTRise taping possession of the Premises shall mean that LVTRise accepts the Premises in their present condition, finds them suitable fo> the pwpose;: intt ndeti, and further ack�iowledges that it is thoroughly familiar with such condition by season of a personal inspectiov and doe3 not r-Ily on any representations by City as to the con&ioa of the Premises or their suitability for the purpose.- intended, subject, however; to (i) the City's maintenance, alterations, ir,,provements, repair and correction obligations as provided in this Agreement, (ii) correction by the City of defects in egwpinent,materials and workmanship brought to the City's attention in writing within, ooze year from the Substantial Completion Date, as defined herein, and (iii) City's express warranty.es as provided below. LVTRise accepts the property herein described subject to all previous recorded easements, if any, that may have been granted on, along, over, under or across said property, and releases City from any and all damages, claim;, for damages, loss or liabilities that may be caused to all invitees, licensees, or trespassers b-r reason of the exercise of such rights or privileges granted in said easements. Notwithstanding anything herein to the contrary, the parties acknowledge that the rVork, as defined herein, is Ntill to be completed by City. 3.06 7onuag, Restrictions and ottres-laws. The Premises are subject to any statement of facts which an accurate survey or ohysical inspection might show, all zoning, ,-esL'rict;ons, regulations, rulings acid ordinances, building restrictions, and other laws and restrictions now in etfeci or hereafter adopted by any governmental authority having jurisdiction. 3.07 Fees. When deemed nece--saty by the Board of Directors of LVTRise to defray cosis of special activities, and prov,,ded LVTRise is in compliance with meeting the requirement for Recreational Activities, fees may be unposed for participation in programs and activities conducted by LVTPase ar or from the Premises and/or for use of the Facility. Fees for memberships and programs shall be pideed in accordance with fees established by LVTRise for community centers or similar size aad amenities located in the City of Fort Worth and. co,rsisteilt ,with LVTRise's goal to permit participation by all socio-ecofiomic groups. All membership fees to Fort Worth residents using the Facility shall be discounted by an amount no Iess than ten percent (1.0%) of the then-current membership fee€ solely for the Facility. Schedule of fees must be provided to City quarterly. Fees shall be approved by City; approval shall not be unreasonably withheld. Should LVTRise charge for services provided throughout or access to the Premises, these lees shall only be ase-d for the ope,auon or the Facility, unless approved by the City in writing prior to use of the fees f.3r other expenses. 3.08 Fire Code Inspection.,. LVTRise will permit City's Fire Marshal or his or her authorized agents to inspect the Premises and LVTRise, aad City will comply with all requirements of the Fire Marshal or his or he authorized agents that are necessary to bring the Premises into compliance with City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended . subject to City's maintenance a.13 repair obligations under Article 5 below. LVTRise shall maintain in proper condition accessible fire extinguishers of a number and type Lease and Management Agreement LVTRise—Calmont Park Community Center Page 5 approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. J.09 0i%- tj-slvy of UgLi0pnow }jiid Furtdjur4_ No CiEy funds shall be used 10 acquire LX1 WPM:III and furntttire I lip tasc:[l by I.VTRisc in opumUon u1'lltr Ibv: lily ail d its progT-Louniugrscrvicc activities. I..VTRise sihall oven all- cgWpMcrit and fumiturr pumirascd by it t6r ciclivery of suclt progranimirig. l.VTRisc, at its wjlc� c:osl mid cxpun.se shall fire FtrSpOTISib 14 fiir reps sjr :l I&C-+r WpkkeetEWrtt 01• ,16d fiimiItire :tnrf eiluipi-writ dkjH ng du wrrri of lh _•1grectnLat. . 10 Ownership of Building and Fixtures. City shall own the Facility k-i>d all fixtures attachea thereto. The Facility and any other buildings, improvements, additions, alterations, and fixtures (except furniture, movable equipment, and trade fixtures) constructed, placed, or maintained on any part of the Premises during the Teiin are considered part of the real property of the Premises and must remain on the Premises and title to all permanent improvements on the Premises shall vest in City. 3.11 Recordkeoing and Reportiag. In addition to any other records iequired by ibis Agreement, LVTRise shall also maintain, and provide to City upon request, the following records and retain tnern for the Term of this Agreement: (a) Number of adults obtaining certificates for onsite training classes, i.e. GED, IT and ESL classes, etc. (b) The number of children served through Out of School and Summer programming (c) Number of social services partnerships (d) Number of financial partnerships (e) Number of clients served (D Reduction of the number of repeat participants for services (g) Number of clients referred to service providers (h) Number of volunteers (i) Annual survey of user satisfaction ARTICLE 4. IMPROVEMENTU 4.01 Planned Im movements. The parties acknowledge that the Facility is in need of renovation hi ordt.., to accommodate new programming needs, address ADA accessibility, and perform capital upgrades, including, but not limited to, roof and HVAC replacement. The total estimates lost for all building renovations and related site improvements is $3,200,000.00; however, in order to meet current -.,VTRi,3e project objectives, building renovations and site improvements will take place in phases. Phase 1 will include the renovation of one building containing approximately 5,625 SF, being identified as the North Building, roof and HVAC repairs to both the North and South Buildings and park related site improvements, all in accordance with and as *nore particularly set forth in the scope of work in Exhibit "C", attached hereto and made apart hereof fog ail purposes (the "Work"). Future building improvements will be proposed as Lease and Management Ahteement LVTRise—Calmout Park Community Center Par,e 6 funding becomes available, and shall be accomplished through an amendme,it to firs Agreement. 4,02 Cost of Work. Funding for the Work and for all future builOirg renovations shall be divided equally between the City and LVTRise, but in no event shall City's portion for the current Work exceed $650,000.00, except that City will also contribute $270,610.00 toward the development of park improvements and amenities, all as set foi th in the budget on Exhibit"D"(the "Capital Improvement Budget"). 4.03 Pro rammwg During Work. LVTRise acknowledge., that during the lease term, City will b" complethig the Work on various portions of the Buildings. In connection with Such Work, City may, among other things, limit or elimitiate access to portions of the Pieiiiises, or perform work in the Buildings which work may create noise, dust or leave debris in and around the Premises. LVTRise hereby agrees that such Work and City's actions in connection with such Work shall in no way constitute a constructive eviction of LVTRise. LVTRise commits to continue operations and pj ogramming in the portions of the Premises that are functional, usable, accessible, and ill working order. LVTRise agrees not io interfere with or delay the construction of the Woik. 4.04 Performance of Work. City's contractor shall perform the construction of the Work in a good and workmanlike manner, and promptly upon the commencement of the Work, City will furnish LVTRise with a construction schedule setting forth the projected completion dates therefor and showing the deadlines for any actions required tc be taken by LVTRise during such construction, and City may from time to time during the prosecution of *he Work modify or amend such schedule due to unforeseeable delays encountered by City. City shall make a reasonable effort to,neet such schedule as the same may be modified or amended. 4.05 Punch List. City shall promptly notify LVTRise in writing of the substantial completion of the Work and include the date of substantial completion ("Substantial Completion Date"). Within five days after substantial completion of she construction of the Premises and prior to LVTRise's installation of its fixtures, equipment and furnishings in the Premises,LVTRise and City shall reasonably agree upon a "punch list" of errors (if any) and omissions (if any) in the construction of the Work. City shall promptly correct (or cause the contractor to correct) such punch list items. 1. failure by LVTRise to include on the punch list any error or omission reasonably apparent upon reasonable inspection and 'inquiry shall constitute a waiver aizd release by LVTRise of any claim or cause of action for damages from City resulting from sucherror or omission. Except for punch list items that materially interfere with LVTrive's ability to operate its programming on and from the Premises, the existence of the punch list (anti completion of the items listed thereon) shall xiot affect LVTibse's obligation to continue programming on the Premises. Lease and Management Agreement LVTRise—Calmont Park Community Center Prge 7 ARTICLE 5. MAINTENANCE AND REPAIR; ALTERATIONS 5.01 Maintenance aird .�aai.. (a) Except where otherwise expressly provided herein, LVTRise covenants and agrees that it will, at its sole expense perform all upkeep, maintenance and repa;r necessary to keep the Premises in ;ood condition and in compliance with all applicable codes and regulations. (b) Except where otherwise expressly provided herein, LVTRise will do all work and make all repairs necessary or advisable to keep the Premises from deteriorating in value or cordition and to restore and maintain the Premises in as good condition as LVTRise found them at the time it took possession under this Lease, normal wear and tear excepted. LVTRise shall perform, at its sole cost, maintenance ai.LO repair necessitated by damages done to the Premises as a result of LVTRise's occupancy or the permitted Uses hereunder. (c) City shall be responsible for maintaining, repaidog, and replacing if necessary, the "building envelope" of the Premises. For purposes of this Agreement, the "building envelope" shall mean the roof, exterior wails, windows, exterior doors, foundation, and slab. City shall also be responsible for the primary structural components of the building, as well as utility lines such as pluinbhig, electrical, and natural gas lines, both underground and within•the building walls from the point of utility -ervice. The City shall be responsible for the fire protection system and required annual inspections. The City shall be responsible for maintaining, repairing, and replacing if necessary the major components of the heating, ventilation, and air conditioning system, and shall be responsible for the changing of filters. The City shall also be responsible for the structural integrity of the horizontal paved surfaces to include the sidewalks, narking lot, and the paved recreational playing area. The City's responsibility for these horizontal surfaces is limited to the structural integrity, not the striping painted on these surfaces. The City shall also be responsible for the i,jpair or replacement of any construction defects of the Premises identified during the Term of this Lease. Collectively, the maintenance responsibilities of City in this Section 5.01(e) shall be performed in a good, workmanlike and ti*nely fashion at City'-- sole expense ?nd ai-e referred to herein as "Mai or Maintenance." (d) City shall perform, in a ;ood, workmanlike and timely fashion and at City's sole expense, Preventative Mainteop.nee to the Premises as ,necessary on the items specified in Paragraph (c) above. For purposes of this Agreement, "Preventative Maintenance" shall mean the care and servicing for the puinose of maintaining equipment and facilities in satisfactory operating condition by providing for systematic inspection, detection, and correction of incipient failures either before th-y occur or before they develop into major defects, and includes tests, measurements, adjustments, and parts replacement, performed specifically to prevent faults from occurring. City shall be responsible for routine preventive maintenance of the heating, ventilation, and air conditioning system, to include routine air falter replacements, adjusting/changing belts, Lease and Management Agreement L,PTRise—Calmont Park Community Ceater Page 8 lubricating bearings, refrigerant Nfessure testing, and programming thermostats. City shall be responsible for all general grass mowing, maintenance/replacement of all living plants, and inspection/maintenance/repair of the irrigation system, subject, however, to City's standard schedule for such maintenance; LVTRise shall be responsible for any maintenance above and beyond City's standard schedule, and shall be responsible for general trash pick-up and site c1caning. (e) City shall be responsible for performance of Mdjoi Maiatetiance and shall perform such Major Maintenance as it reasonably determines necessary, prudent, and expedient considering -Il factors relativ,, to the Premises and the cost of maintenance, provided that the Major Maintenance shall be performed (i) in a similar manner and schedule to other --imilaL' City facilities, and (ii) to keep the Premises usable for its intended purpose. If repairs are necessary to protect the health anct safety of LVTRise's clients (including for example, repairs to the HVAC), City will commence performance of the necessary repairs within 24 hours of written notice. (f) if City determines not to perform any Major Maintenance, LVTRise may request to perform the repairs itself. LVTRise shall obtain City's written authorization to proceed prior to the performance of any Majof Maintenance, and shall promptly perform any Major Maintenance authori eO uy City, provided that authorization will be deemed given if City Dias not comn,euced the required repairs within fifteen(15) days of the wi.itten request; any costs hicurree by LVTRise will not be A-eimbursed by the City, unless prior approval-by-the City is granted in writing. (g) rIVTRise shall be responsible for all security monitoring services and associate;l security system equipment. LVTRise shall perform, at its sole cost, such routine operational housekeeping as is necessary to carry on U.TTRise's business, including but rot limited to janitorial service, light bulb replacement, pest control, and trash and waste disposal. LVTRise shall provide quarterly reports on the frequency and service levels of janitorial and pest control services, and any issues related thereto. 0) LVTRise will not paint o, decorate any part of the exterior of the Premises, or any part of the interior visible from the exterior thereof, without first obtaining City's written approval,and all other necessary governmental approvals. 5.02 Approveme.nts. (a) LVTRise covenants and agrees that it wilt not make of suffer any waste of the Fremises, nor shall LVTRise make any structural alterations nor Major Maintenance in excess of$5,000 to the Premises, except such alterations or Major Maintenance as may be first approved in -rriting by City. Any such requested alterations or Major Maintenance, if permitted by City, shall be made at LV iRise's sole expense and shall be don. in a good aiid workmanlike fashion approved by and acceptable to the Assistant City Manager of the City of Fort 'Worth who manages this Agreement, and shall be in Pill Lease and Management Agreement LVTPjse—Calmont Park Community Center Page 9 compliance wish all local, state and federal iequirehle.11G. how4vei,, the approval of City of aiiy plans or specifications shall not constitute approval of -Ile architectural or enginee,ing design, and City, by approvhig the plates and specifications, assumes no liability or responsibility for the ai:(,hitectuj:al of engineering design or for any defect in any building or improvement constxuctt-.d froa.,the plans or specifications. (b) In no event shall any persop participating in any such alterations or Major Maintenance on the Premises be considered an officer, ageart, servant, employee, contractor or subcontractor of the CiLv. Any such alteraEioli or 1Vlajoi Maintenance whicrl is of a permanent nature and which cannot. be removed without structural damage shall become and be the property of City and shall be surrendered as a part of the Premises upon the expiration or termination of thi3 Agreement. LVTRise may not make any alterations that will permanently alter or reanov.'City-owned property or fixtures without the prior written permission of CYty. (c) Anv alterations or improvements that are funded 2,, whole or in part with City funds shall be performed in compliance with all state competitive bid requirements and City purchasing regulations, including —without limitation, the Minority and `.Vomen Business Enterprise ordina ice. Nothing herein shall be construed qs a cornmitment or appropriation of City funds for any alterations or improvements. ARTICLE 6. INSURANCE REQUIREMENTS DITRING TERM 6.01 Insurance Required. Raor to the time LVTRise is entitled to any right of access to or use of the Premises, LVTRise shall obtain and. maintain the following types of insurance and minimutrr limits of coverage during the initial Tew,;and Renewal Term: (a) Workers' Compensa*_iori Statutory limits Eiaiplover's liability w.0u,000 Eazn accident/occurrence $100,000 Disease - each employee $500,000 Disease -policy limit (b) Commercial General Liability $1,000,000 each occurrence $2,00.0,000 aggregate limit `✓overage shall include bin not be limited to the following: premises/operation, independent contractors, products/completed operations, personal injury, and contractual liability. (c) Automobile Liability $1.000,000 Each accident on a combined single limit basis A commercial business policy shall provide coverage on "Any Auto", defined as autos owned,hired and non owned. (d) Umbreila or Excess Liability $5,000,000 2ach occurrence Lease and Management Agreement LVTMse—Calmont Park Community Center Page 10 $5,000,000 Aggregate (e) Liquor Liability � 1,000,000 (required onl;,iit the even- LVTRise allows liquor to be served, sold, consumed or pieelzt on the Premises) Additionally, LVTRise i3 reutiiieci to have and maintain documentation that all responsible parties that desire to carry out aLiy of tie abov:, activities on the Premises have this poli;y before the activities occur. 6.02 Additional Insuiaric_ e RNuiiem,jats. (a) The City of Fort Worth, it.: officers, elnplovees and volunteers shall he named as an Additional Insured on the Automobile, Commercial General Liability, Excess/Umbrella and Liquor Liability policies. (b) Thirty days (30) prior written notice of cancellation or non-renewal is required. ( } Waiver of rights of recovery (subrogation) in favor of the City of Fort Worth. (d) The insurers for all policies must lea licensed and/or approved to do business in the State of Texas. Except for wotke,s' compensation, all insurers must have a minimum rating of A. VIl 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 rating is below that required, prior written approval of City's Risk Management Division is required. (e) If insurance policies are not written for specified coverage limits, an Umbrella or lyxccss Liability insurance for any utaferences is required. Exce:,s Liability shall fo'low form of the ptimary -,overage. (f) "Unless otherwise stated, all required insurance shall be written on the "occurrence basis". Prior written approval from City's Risk Management Division is required for any claims-trade policies. If coverage is underwritten on a claims-made basis, the retroactive date shaL be coincident with or prior to the date of the comractual agreement and the certificate of insurance shad state that the coverage is claims-made and the retroactive date. Tl'e irisuranc. coverage shall be maintained for the duration of the contractual agreezitent and for five (5) years following completion of the comractual a&-eement. An annual certificate of insurance submitted to City shall evidence such insurance coverage. Lease and Management Agreement LVTRise—Calmont Park Community Center Page 11 (g) Any deductible iti excess of w5,000.00, for any policy (other than the umbrella coverage), that does not provide coveragc. u,x P. first-dollar basis, must be approved;n writing by City's Risk Manabenient division. ('rr) City, at its sole discretion, reserves the right to review the insurance requirements and to make reasotrable adjustments to insurance :overages and their limits (to the exten such cove�abe and limits are commercially available) when deemed necessary and prude,it uv City based upon changes in statuto*y raw, court decision or the claims history of the industry as wPIT as of the contracting part.v to City of Fort Worth. City shall be required to provide prior written notice of ninety days. (i) City shall be entitled, upon request and without expense, to receive copies of policies acid endorsements the:.,eto acid may -nak.- any reaso,iable request_. for deletiur of revision or modificatioits of particular policy terms, conditions, limitations, or exclusiol>s except where policy orovision3 are established by law or egulatious binding upon either of party or the underwriter oil airy such policies. 6.03 Minimun, Cov Insuiu ice coverage specified herein constitutes the minimum requirements and said requi.,ement shall in no way lessen or limit the liability of LVTRise under the terms of this Agreement. 'LVTRise shall procure and maintain, at its own cost and expense, any additional k;nds and amounts of'i'Lisaiance that, in its own judgment, it deems to be necessary &W Property Insurance Coverage. During the Term of ftiis Agreement and at its sole cost and expense, LVTRise shall at all times maintain in effect insurance coverages insuring its business property in or on tare Premises and shall insure the "betterments and improvements" made by LVTRise to the Premises. City shall insure or self insi3re the Premises for property and casualty insurance. City will obtain a waiver of rights of recovery (subrogation) ir. favor of LVTRise for any property and casualty insurance carried by City on the Premises. ARTICLE 7. TAXES In addition to the rent specified iti�. Arc_cle'4, L v TRise will pay and discharge all taxes, general and special assessments, and other charges of any '_rind levied on or assessed against the Premises and all interests in the Premises and all improvements and other property on them during the Term and any ;:xtension, whether belonging to City or to LVTRise. LVTRise will pay all the taxes, charges, and assessments directly to the public officer charged with their collection before they become delinquent, and, to the extent permitted by law, LVTRise WILL INDEMNIFY CITY AND HOLD IT HARMLESS FROM ALL SUCH TAXES, CHARGES, AND ASSESSMENTS. LVTRise may, in good faith at its own expense (and in its own name) contest any such faxes, charges, and assessments and must pay the contested amount, plus any penalties and interest imposed, if and when fine ly determined to be ciae. L'VTRise's failure to Lease and Management Agreement LVTRise—Calmont Vark Community Center Page 12 discharge any such tax, charge o assessmenh when filially due within ten (10) days after the datr City's written notice is received by LVTRise shall constitute an event of default hereunder. However, LVTRise's fmaxicial obligation to City to liquidate and discharge such li„n shall survive follo-wing termination of this Agreemem atia until such a time as the Lion is discharged. ARTICLE S. UTILITIES LVTRise, at its sole cost and expense, will incur the cost to provide all gas, water, sewer, electric utilities, network and communication services fat use by LVTRise at the Premixes. Nothing in this Article 8 shall relieve +he City of its m untenance obligations as provided herein. ARTICLE 9. RESTORATION 9.01 Substantial Casualty (a) As used herein, the term "substantial casualty" shall mean (-A) a fire, explosion, flood, tornado or other casualty of like character, ca (2) a structural defect in any part of the Premises, or (3) any othei act, co�zdition or event, i- any case not due to the negligence or breach of this Agreement by LVTRise and resulting in needed repairs, r--placenient or other expenditure to trc Pizmisea that would require more than sixty (60) days for completion. (b) If the Premises are the subject cf a substantiai casualty, LVTRise shall give immediate i,otice to the Cit;r. City, at its sole &;cietioi,, niay proceed to repair, restore, and rebuild the Premises to it-. former condition within oiie hundred eighty (180) days from the date of such damage; provided, however, if City does not self-insure, City will be under no obligation to expend any amount on rebuildin-, or repairing the ?remises in excess of the amount of insurance proceeds actually rec-eived by City. (c-) If City chooses not tG rebuild or restore the premises, the Agreement will terminate. Such choice shall be made by written notice tc LVTRise within ninety (90) days after the occurrence of su-h substa�itial casualty. 9.02 Minor Casualty. The term "minor casualty" shall be defined in like manntr as -'substantial casualty" in Section 9.01 except that the length of time for repair;, replacements or other expenditures (the"needed repairs") to the Premises is less than sixty (60) days. If the Premises are the subject of a minor casualty, LVTRise shall give immediate notice to City and City will proceed with reasonable diligence to repair such damage. In any case, if such repairs ale not completed withi i ninety (90) days after the casualty, LVTRise may terminate this Agreemert. ARTICLE 10. INDEMNIFICATIoN Lease and Management Agreement LVTRise—Calmont.Park Community Center Page 13 10.01 Liability ,of City, CITY IS NOT LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF AN V FIND TO ANY PERSON OR PROPERTY ARISING FROM ANY USE OF THE LEASED PREMISES (OR ANY PART OF THEM), OR CAUSED BY ANY DEFECT IN ANY BUILDING, STRUCTURE, IMPROVEMENT, EQUIPMENT, OR FACILIT 1' ON THE LEASED PREMISES OR CAUSED BY OR ARISING PROM ANY ACT OR OMISSION OF LVTRISE, OR OF ANY OF ITS AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, OR BY OR FROM ANY ACCIDENT, FIRE, OR OTHER CASUALTY ON THE LEASED PREMISES OR BROUGHT ABOUT BY LVTRISE'S FAILURE TO MAINTAIN THE LEASED PREMISES IN SAFE CONDITION. 10.02 INDEMNIFICATION. LVTRISE COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR LN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS LEASE AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAMS DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY; AND LVTRISE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS LEASE AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAMS DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCF. OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OF SUBCONTRACTORS Of CITY. LVTRISE LIKEWISE CONVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR D +STR(JCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL AC I`S OR OMISSIONS OF LVTRISE, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTACTORS OR SUBCONTRACTORS OF CITY. PROVIDED THAT LVTRISE HAS CARRIED CONTRACTUAL LIABILITY COVERAGE IN Lease and Management Agreement LVTRise—Calmont Park Community Center Page 14 COMPLIANCE WITH SECTiON 5,01, LVTRISE,S INDEMNITY OBLIGATIONS ARE LIMITED TO PROCEEDS PAID UNDER .APPLICABLE INSURANCE COVERAGE LVTRISE AGREES TO AND SHALI RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAO, REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS LEASE AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY THE CITY'S SOLE OR CONCURRENT NEGLIGENCE. LVTRISE SHALL REQUIRE ALL OF ITS SUBCONTRACTORS TO INCLUDE IN THEIR SUBCONTRACTS A RELEASE: AND INDEMNITY IN FAVOR OF THE CIT;'' IN SUBSTANTIALLY THE SAME FOktVI AS ABOVE. 10.03 Notification.i VTRise agree] *o rotify City promptly upon the receipt of aiiy clam or lawsuit brought in copnection with any injury, death or damages on the Premises. LVTRise agrees to make its officers, agents, and employees available to City, at all reasonable times for any statements and case preparation necessary for the defense of any claims or litigation for which City may be accused of being responsible hereunder. LVTRise shall place language in its contract with contractors that co�itractors shall notify City as required by LVTRise in this subsection: 10.04 Waiver of l.nmunity. Nothing herein shall bL deemed to constitute a waiver of any immunity or affirriative defense, which Lnay Le a3serted by City or LVTRise as to any claim of any third party. 10.05 Cause of action. Nothing herein shall be corstrued in any manner, to create a cause of action for the benefit of any person not a pally to this Agreement, or to ureate any rights for the benefit of ai y person rot a party to this Agreement not otherwise existing at"Law. ARTICLE 11. DEFAULT AND REMEDIES; TERMINATION 11.01 Event of Default. The following shall be deemed events of default (herein so called) by LN'TRise under this Agreement: a. '�VTRise fails to use the Premises (i)to meet the recreational requirement of Section 3.01 or (ii) for offer;iig, conducting and operating the Facility to offer, conduct and operate recreation, wellness, youth and family programs, education, public safety, delivery of social services, economic development, and health and wellness, and related activities; b. LVTRise makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors; Lease and Management Agceemcot INTRise—Cahnoat Park Community Center Page 15 c. LVTRise vacates the Premises for a period of longer than thirty (.30) days, unless (i) LVTRise can demonstrate to the reasonable satisfaction of City that all reasonabl-, efforts are being made by LVTRise to occupy said Premises or (ii)performance of the vVork requires sued vacation in City's sole discretion; or d. LVTRise is found Lo be in violation of any law, or e. LVTRise fails t.) comply with any other tex,n, provision or ;ovenant of ElAis Agreement in ar,y material respect. 1.02 Curing a Default. (i) If an event of default occurs, City &hall give written notice that describe35 the default in reasenable detail to ;,VTRise. L,VTkise must commence curing such default within fourteen (1f+) caiendar days afte,'the tm► a it receives the notice fiom City, and then complete •ne cuie within ninety (90) days thereafter. (ii) If LVTRise does not substantially complete +11f- cure within the stated time i,- (i) of this section, City may tetininate this Ag,eeti,eat by giving written notice Of Elie termination; provided, however, if the default is r,.c,t reasonably susceptible to cure within thc, stated time, City will ,got exercise its ,ight to terminate this Agreement so long as LVTRise has commenced to cu►e the default within the required time and diligently completes the cure within a ;:easonable time without unreasonable cessation of the work to complete th- ;ure. 11.03 Other Remedies. Any terrnirta*ion of this Agreement as provided in this article will not relieve LVTRise from paying any sum or sums due and payable to City u►idf,r this Agree►nert of the time of tcrm�natim,, or any clairri for damages then or previously accruing against LVTRise under th;s Agreemcrit. Aiy such termination wili not prevent City fiom enforcing the payment of any such sum o, sums or claim for damages by any remedy provided for by law, or from recovering dan►ages from L dTRise for any default under the A.-reement. All City's rights, options, dnd remedies under this Agreezi►ent will be construed to be cumulative, aiid ;Jot one of them is exclusive of the other. City may pursue any or all such remedies or any othei remedy or relief provided by law, whether or not stated in this Agreement, subject, however, to LVTRise's right to cure under Section 11.02. 11.04 Removal of Personal Property. Within twenty (20) days following the effective date of termination or Expiration, LVTRise shall remo.,e from the Premises all t►:ade fixtures, tools, machinery, equipment, waterial5 and supplies placed on the Premises by LVTRise pursuant to this Lease, and airy items not removed as required shall become the property cf the City. After such time, City shall have the right to take full possession of the Premises, by force if necessary, and to remove aiiy and all parties and property remaining on any part of the Premises. LVTRise agrees that it wilt assert no claim of any kind against City, its agents, servants, employees or representatives, which may stem from City's termination of this Lease or any act incident to City's assertion of its right to terminate or City's exercise of any rights grantf,d hereunder. Lease and Management Agteemeat LVTRise—CalmontPark Community Center Page 16 11.05 No.met-Off No default by City hereunder wi:l coxxstitute air eviction or disturbance r,f LVTRise's use and possession of the Premises or ,',ititip ',,ITRise to be relieved from any of r. TRisc's obligations hereunder (including di,� obligatioxa to meet the recreational requirement) or grant LVTRise any right of deduction, abatement, zet-off, or recoupment, or entitle LVTRise ..o take axly action whatsoever with regard to the Premises or City until thirty (30) days after LVTRise bas given City written notice specifically setting forth such default by City, and City has failed to cure such default within said thirty (3.0) day period, or if such default cannot reasonably be cured within said thirty (30', day period,then within an additional reasonable period of time so long as City has commenced curative action within said thirty (30) day period and thereafter is diligently attempting to curs such default. 11.06 No Waiver. No waiver by the parties to this Lease of any default or breach of any term, condition or covenant of this Lease will be deemed to be a waiver of any other breach of the saine or other term, condition, or covenant contained in this Lease. No provision of this Lease may under any circumstaxtces isc deemed to have been waived by either panty to this Lease unless such waiver, is in writing and sigxaed by the party charged with such waive-. No provision of this Lease wilt be deemed to have been waived by City unless such waiver is in a written instmirlent signed by City. 1 t 0'7 Coxidemnation, If the title to all or substaimally all of the Premises is taken by condemnation proceedings or any right of emixxent domain, this Agreement rnd all subleases will terminate on the date of such taking, and City shall be entitled to receive the proceeds resulting from such taking, and LVTP.ase waives any right to any compensation attributable to its leasehold interest in the Premise.:, provided that City, subject to City Council approval, shall reimburse LVTRise for the amortized amount of its prepaid rent calculated as of the effective dare of the termination of the Agreement. ARTICLE 12. CONCESSIONS; ASSIGNMENT; SUBLETTING 12.01 Concessions and Licenses. LVTRise shall have the right, without City's consent, to grant concessions or licenses for sale of any or all of the rxierchandise, products, food, beverages, and items within the Premises deemed necessary by LVTRise for its operations, provided the grant of licensf, or concessions comply with any applicable laws or City contracts for concessions, or beverage or vending services. 12.02 Assignment or Sublease. LVTRise shall not assign this Lease or sublet any portion of the Premises without obtaining prior written consent of City no less than sixty (60) days prior to the assignmert or sublease date, which written consent may be unreasonably withheld. Notwithstanding any consent by City, LVTRise shall remain jointly and severally liable (along with each approved assignee and sublessee, which shall automatically become liable for all obligations of LVTRise hereunder with respect to that portion of the Premises so transferred), and City shall be pemitted to enforce the provisions of this Lease directly agai;ist LVTRise or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of City's cox,sent, LVTRise shall cause the assignee Lease and Management Agreement LVTRise—Calmont Park Community Center Page 17 to expressly assume in writing aad agree to perform all of the covenants, duties and obligations of LVTRise hereunder and such ass;gnee shall be jointly and severally liable therefore along with LVTRise. No usage of the Premises diiTereat from the uses set forth in Sections 3.01 and 3.02 --hall be permitted, and all other ternls and provisions o,'tht. Ag,-eei,aent shall continue to apply after such assignment or sublease. Furthermore, LVTRise shall not permit any lepsehold, inventory or other financing that may encumber L VTRise's rights under this .,Case of any personal property or furniture, fixtures, and equipment ("FF&E") of T VTRise located in the Premises, without first obtpining the prior wi it*ea consent of City and any required approvals by the Fort Worth Ciiy Council. City may condition such consent upon the lender of LVTRise entering into an agreement with Cyty regarding conditions for removal of such personal property and/or FF&E and other reasonable City protectiolas. ARTICLE V. NON-DISCRIMINATION/DISABILITIES LVTRise, for itself, its personal representatives, successors +n interest and assigns, as part of the consideration herein, agrees that no person shall be excluded from participation in or denied the benefits of LVTRise's use of ilie F remises on the basis of race, color, national origin, religion, handicap, gende*, sexual orientation, familial status, gender identity, gender expression, or transgender. LVTRise fizrther agre's for itself, its personal representatives, successors in interest and assigns that 1-10 person shall be excluded from the provision of any services on or in fhe construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, handicap, gender, scxua.l orientation, familial status, gt;:nder identity, gender expression, or transgendei. ARTICLE 1c.. NOTICES 14.01 Notices. Any notice, demand, request or other comrnunicatio;i 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 partie-- hereto at the respective addresses set o.,t below, or at such other address as they may hereafter specify by written notice so given. a.. If to City relating to Facility/Mainteiiance Plai1: Property Management Department City of Fort Worth 200 Texas Street Fort Worth, TX 76102 With a copy to: Leann D. Guzman Senior Assistant Attome,• Lease and Management Agreement LVTRise—Calmont Park Community Center Page 18 City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 b. If to City relating to atxy other matter. Neighborhood Serv;ces Department City of Fort Worth 200 Texas Street Fort Worth, TX 76102 With a copy to: Leann D. Guzma.,x Senior Assistant Attorney City of Fort Worth 200 Texas Street Fort Worth, TX 75102 C. If to LVTRise: P_O. Box 121746 3020 Cherry Lane Fort Worth, Texas 76116 Attn: Karmen Rubin Executive Director With a copy to: Kanner_Rubin Executive Director LVTRise 8201 Calmont Avcnue Fart Worth, Texas 76107 ARTICLE 15. GENERAL PROVISIONS 15.01 Right of Entry and Inspection; Li1TRise must permit City or its agents, -,-epreseixtadves, or employees to enter the Premises for the purposes of inspection; determining whether LVTRise is complying with this Agreement; maintaining, repairing, or altering the Premises; or any other reasonable purpose. During any inspection, City may perform any obligations that City is authorized or required to perform under the terms of this Agreement or pursuant to its governmental duties under federal state or local laws,rules or regulations. Lease and Management Agreement LVTRise—Ca[mont Park Community Center Page 19 15.02 Interpretation. 1r1 1118 evert of at,,, dispute over the:Weaning or application of aliy provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongiv for o, against any party, regardless of the actual drafter of this Agreement. 15.03 No Third Party Rights_ The provisions and conditions of this Agreement are sole-y for the benefit of City and LVTRise, and any lawful assign or successor of LVTRise, and are no* intended to create any rights, contractual or otherwise, to any other person or entity. 15.04 No Partnership or Joint Venture. LVTRise shall. operate hereunder as an independem contractor and not as wi officer, age�it, servant, cr employee of City. I Widse shall have the exclusive control of alid the exclusive right to, control the work designated to LVTRise to be performed hereuiid-ar, and all persons performing the same, and shall be solely responsible for the acts and omissions of its offictrs, agents, servants, contractors, subcontractors and employees. Neither City ilor LVTRise shall be responsible under the Doctrine of R.espondcat Superior for the acts and omissions of its officers, agents,servants, contractors, subcontractors, or employees. It is understood and agreed that City is not involved as a party to any activities that may be carried on by LVTRise pursuant to this 4greement, L V:Rise acknowledges itself solely responsible for such activities and for all persona and ,roperty involved or used in connection with LVTRise's use of the Premises. Provided, however, that 1'0 provision of this Agreement shall operate or be construed as a waiver by either party of a--iv immunity froin liability which it has or could W asserted under the doct,ine of goverrmelltal immunity or any other immunity which it has under law. 15.05 Declared Emcr,-ency.Ir tli(: event of a declared City, state or federal emergency, LVTRise will ;mrrnediately Ynakr the Premises availablc for use as deemed .iecessaiy by City in order to respolid to the declared emergency. Should the declared emeigelicy extend beyond 72 houis, City will seek reinlbursement from federal, state and/or local funding and compensate LVTRise for any lost revenue as a result of declared eiieigeiicy use, to the extent funds are received from these sources. 15,06 Force Majeure. if LVT.6-,e becomes unable, eitheic in whole or part, to fulfill its obligations under this agreement due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public en3mies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of anv States., any arrests and restraints, civil disturbances, or explosions, or some other 1'easoli bevond such LVTRise's control (collectively, "Force 1VMajeure Event"), the obligations so affected oy such Force Majeure Event will be suspended only during the continuance of such event. LVTRise will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence or the event. LVTRise will use commercially reasonable efforts to reme'y its inability to perform as soon as possible. Failure to give notice will result in the continuance of TNTRise's obligation regardless of the extent of any existing Force Majeuee Event. Lease and Me.,agement Agreement LVTRise—Catmout Park Community Center Page 20 13.07 Binding Covenants., Subject to the limstations contained herein, the covenants, conditions and agreements glade aad entered into by the parties hereto are declared `o be for the benef t cf and binding upon +cit respective successors, representatives and assigns, if any. 15.08 Invalid_Provision. Tt -s agreed that, in the s-.,ent any covenant, coi,dition or provision herein contained is ;field +o be invalid ' v any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provisio- herein contained; provided, however, that the invalidity of any such covenant, condition or provision does not materially prejudice either LVTRisc or City in connection with the rights and obligations contained in the valid covenants,conditions or provisions of this agreement. 15.09 Waiver of Immunity. if LVTRise, as a chaiitable association, political subdivision, corporation, entity or individual enterprise, has or claims an immunity or exemption (statutory or otherwise) from and against liability for property damage or injury to property, LVTRist, to the extent oermitled by jaw, iietebv expressly waives its rights Lo plead defensively such immunity, including governmental immunity, or exemption as against City arising under this Agreement. 15.10 Ai?>,licable Law=. T:ie laws of the State of Texas shall govern this license agreement and the relationship created hereby. Venue for airy actimi brought to intezpre`� or enforce, or arising cut of or incident to, the terms of this agreement shall be in Tarrant County, Texas. 15.11 Governmental Powers, it i3 unde,'stood that by execution of this Agreement, City does not waive or sun e, der any o:it governmental powers 15.12 Captions. Captions and headii,gs iised hi this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 15.13 Sole A rg Bement. This -,greemenu constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between+ the parties respecting the subj cc matter. 15.14 Fiscal Funding Limitatio,i. In the event no funds o-i,isufficient funds are appropriated and budgeted or are othei wise unavailzble by any nicaris whatsoever in any fiscal period for payments due unde_Y This Agreement, then the City will immediately notify LVTRise of such occurre,ice and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds :,hall have been appropriated. [SIGNATURES APPEAR ON FOLLCWFNG PAGE.] I.erse and Management Agreement L VTRise—Calmont Park Community Center Page 21 EXECUTED this the -J-!�— day of T i 1 , 2019. CITY OF FORT WORTH LVTRISE,INC. By: By: � V. 44- Feinando Costa Name: Karmen L. Rubin Assistant City Manager Title: EMcutive Director A"TTEST: f�� '. ' 0 / �`C ar 6wo S xM3 '. APPROVED AS;O�FORM AND LEGALITY By: Assista*ityttorney Form 1295: Certificate Number 2019-463270 M&C: L-16192 03/19 /19 City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am thQ person responsible for the monitoring and administration cf this contract, including ensuring all performance and reporting requirements. Namr; of Emplo e,A��2 11) 1 . Title FFTWORTH, ECORD Lease and Management Agreement CITY E SECRETARY LVTRise—Calmont Park Community Center Page 22 TX EXHIBI Jr "A"' THE PROPERTY All of I.ot D, BIock b, West Plaza Add tion, City of Fort We-rtn, Truant County, Texas, also known as 8201 Calmont avenue, TuTant County, Texas, 75-07 Lease and Management Agreement LVTRise—Calmont Park Community Center Page 23 EXHIBIT tB" PARK LAND -iND GENERAL USE LAND General Use Land being approximately 0.69 acre Park Land being aa4roximateiy 4.343acres. dl 74 N '�a ,. I; 41 �#fir�� • � ' F k ' � —_ r a APT, * _ IL ..t dF Lease and Management Agmement LVTRi"—Ca[mont Park Community Center Page 24 E)WIBII "C" _THE WORK Proposed Phase I Building Renovations and Site Improvements Building improvements North Building interior renovation and upgrades a Not th Building facade and exterior upgrades,jubjec,to auailaple project fund.; © north Building roof upgrades and replacement/rt pa.irs o North Building site accessibility upgrades a No€ih Building fire safe u r?c1e- -jd 0 No,th Building utfilly and hak dstr,-d4L" rades,__i��cfuding electrical and heating and air conditioning m South Building roof upgrades and replacemeri2iepairs V South Building heating and air coridit,o:7ingupgrades and associated,6ectrical upgrades Park Improvements r Paj king_lot repair o Parking lot lighting Additional Park Improvements to be determined Based on aaailable Project funds. North Building.—Approximately -j.6�4� 3apave Feet Souih Building—Approximate!l 7,0 s S ri:.re Feet Lease and Management Agreement LVTRise_Calmont Park Community Center Page 25 EXHIBIT "D" Capital lmnt ovem cut Budget Phase 1 Renovations 0udaget City Contdbution LVT'Rise Capital Improvements _ Renovatio,,Coat $'j A0,000.601 $ 650,000,00 $ 650,000.00 Park Development Developmentl $ 270,61U,U0 I !t 270,610.00 Capital Improvements budgetinclude,but nut limited to,architectural and engineering design services Fees, construction costs and contingency allowances,and administrative services fees. Lease and Management Agreenaeut LVTRise—Calmont Palk Community Center Page 26 Exhibit B —The Subleased Facilities SUBLEASE AGREEMENT--LVTR1sE—CALMONT PARK COMMUNITY CENTER PAGE 39 �§ �j § /§ /& � i | ■| � � ^ � | � ■ � - - � � /| /■ � /| §§ ■ §�§§ / 47§\ 2 @ /| ME � /■� �§� � ��.�` ■ � � ^ | \ �o ■ § � , i4 0 /§ | §� \ � �«.