OGC Form No. S-99-1 [Use where UH is Lessee and lease is negotiated under authority delegated by General Services Commission. Additions or changes to this form require approval from the UH Office of General Counsel]
Space Lease
Agreement
THE UNIVERSITY
OF HOUSTON
1. PARTIES
This Lease Agreement ("Lease") is made
effective on the ______ day of _______________, 20__, by:
(a)
LESSOR,
______________________________________________________________
____________________________________________________
(b)
LESSEE, the BOARD OF REGENTS OF THE
UNIVERSITY OF HOUSTON SYSTEM, for the use and benefit of
___________________________________ [name
of component],
In
consideration of the mutual covenants and conditions herein contained, Lessor
and Lessee agree as follows:
2. PROPERTY LEASED
Lessor
hereby leases unto Lessee, the following described land and improvements
thereon ("Leased Premises") or ("Premises"):
|
_______________________________
_______________________________
_______________________________ |
Square
feet of net usable space(more fully shown on site plan and floor plan
attached as [street address], |
Lessee
has a non-exclusive right to use all common areas ("Common Areas") of
the Building, related improvements, and the land where the Premises are
situated. Lessee also has the right to use all parking, roadways, sidewalks,
and other improvements appurtenant to the Building, unless otherwise limited
herein. Lessor also will furnish the following requirements related to the
Premises:_________________________________________________________
_________________________________________________________________
_________________________________________________________________
and
any additional requirements, all as set out and described more fully in Exhibit "C" attached hereto. [Include here and on Exhibit "C",
all finish-out obligations of Lessor, and special utilities or space needs.]
3. MONTHLY RENTAL
Lessee will pay Lessor a rental of not more than
$______________________________ per month during the term of this Lease. All
additions or deletions of net usable space to this Lease will be based upon a
charge of ______ cents [pro rata or
other] per square foot per month. Lessor must submit monthly statements for
rent to Lessee. Lessee will pay monthly rentals in advance on the 5th day of
the month for which rentals are due, or within 25 days thereafter without
penalty. If this Lease is terminated for any reason, rental will be prorated
through the day of termination and any sums deposited by Lessee with Lessor
shall be refunded to Lessee within 10 days after notice of termination.
4. TERM OF THE LEASE
4.01 Initial Term. The initial term of this
Lease is _______ months commencing on __________________, 19__
("Commencement Date") and ending at 5 p.m. on _________________,
19__, unless sooner terminated as hereinafter provided. [The term of this Lease cannot exceed 10 years.]
4.02 Renewal of Term. Lessee, at its option,
may renew this Lease for _____ renewal periods of _____ year(s) [no renewal period shall exceed 10 years]
upon the terms and conditions herein stated. To renew this Lease, Lessee must give
written notice to Lessor no later than 30 days prior to the termination date of
the initial term or any then-current renewal period.
4.03 Funding Contingency. This Lease contract
is made in accordance with the authority delegated by the General Service
Commission under Section 2167, Texas Government Code, and Title 1, Texas Administrative Code §115.40, and
is contingent upon continuation of federally funded programs and availability
of funds other than appropriations from the general revenue fund of the State
of Texas to cover the full term and cost of this Lease. Pursuant to the
provisions of this statute, if federal funds, or funds other than
appropriations from the general revenue fund of the State of
4.04 Accessibility Inspection. Lessor and
Lessee acknowledge that the Premises are subject to Article 9102, Texas Civil Statutes, concerning
accessibility for the disabled, and agree to comply with the requirements
thereof, including the following:
(a) The Texas Department of Licensing and Regulation
("TDLR") is required to perform an on-site inspection of the
Premises, before occupancy by Lessee, to ensure compliance with the standards
and specifications adopted by TDLR (Title 16, Texas Administrative Code, Chapter 68) under authority of Article
9102.
(b) If inspection by TDLR discloses any condition
not in compliance with TDLR accessibility standards and specifications, Lessee shall
have a right to cancel and shall cancel this Lease, unless Lessor corrects
noncomplying conditions no later than the 60th day after TDLR delivers the
inspection results to Lessor or its agent, or by a later date set by TDLR, if
circumstances justify a later compliance date.
Lessor
and Lessee shall provide to TDLR all necessary cooperation and information
concerning inspection of the Premises and any corrective action required.
Lessee shall pay any fees charged by TDLR for its inspection of the Premises
under Article 9102. Cancellation of the Lease for noncompliance with TDLR
accessibility standards shall be effective on written notice to Lessor, and
shall not subject Lessee to any claim by Lessor for damages or liability
arising therefrom, which are hereby expressly waived by Lessor.
4.05 Delayed Occupancy. If Lessor is unable
to give Lessee possession of the Premises on Commencement Date for any reason,
Lessee may terminate this Lease and seek other leased space. Except as provided
in Paragraph 4.03, Lessee may not terminate the Lease if the delay of occupancy
is caused by Lessee, or by conditions beyond Lessor's control, such as strikes,
lockouts, fire, unusual delay in transportation, unavoidable casualties,
inclement weather, or any cause beyond Lessor's control that constitutes a
justifiable delay. If occupancy of the Premises will be delayed beyond
Commencement Date for any reason, Lessor shall give Lessee immediate written
notice of the cause for delay and the date the Premises will be ready for
occupancy.
If
occupancy of the Premises is delayed for any reason, justified or not, this
Lease shall not remain in effect, without full occupancy by Lessee, for more
than 120 days following Commencement Date, and shall automatically terminate at
the end of the 120-day period. If termination occurs under this paragraph, Lessor
will be liable in damages for any rents Lessee pays for other leased space
substantially equal to the Premises and for any other related losses sustained
by Lessee.
Lessee
is not obligated to pay rent and other sums under this Lease until the Premises
are available to Lessee for full occupancy. The Lease term will be extended due
to delays in occupancy unless Lessee chooses not to extend the term by giving
notice to Lessor in writing within 15 days after Lessee receives written notice
from Lessor of the delay.
5. GENERAL TERMS AND CONDITIONS
5.01 Utilities. Lessor must furnish at
Lessor's costs all customary and necessary utilities to the Premises, including
but not limited to, electricity, water, gas, heat, and air conditioning.
5.02 Additional Space. If Lessee requests
additional space during the term of this Lease, Lessor shall furnish the space
requested by Lessee, if available, adjacent to the Premises, at a rental not
more than the monthly cost per square foot shown in Paragraph 3 above, and for
a term concurrent with the balance of the term of this Lease. If Lessor and
Lessee agree that market conditions have changed since Commencement Date, or
the start of any renewal period then in effect, the monthly cost per square
foot applicable to the space to be added may be adjusted by mutual agreement,
to reflect then-current market conditions. Lessor shall furnish to the
additional space all services furnished by Lessor to the Premises. A lease of
additional space must be evidenced in a separate writing or a written amendment
to this Lease and signed by both parties.
5.03 Taxes and Maintenance. Lessor must pay
all taxes and governmental charges of whatever nature, now or subsequently
levied and assessed on or against the Premises during the term of the Lease by
any governmental or government related entity. Lessor must keep the Premises,
the Building, and all appurtenant improvements in good repair and condition
during the term of this Lease. Lessor's obligation to maintain includes,
without limitation, the following services:
Repair and patch wall, ceiling, door, and floor surfaces; painting as needed; replacement of broken window glass; repair of window shades, blinds and/or drapes, fasteners and sash cord or chains; roof and ceiling leaks; building exterior, interior; plumbing, heating, air conditioning and ventilating equipment; fire protection equipment; miscellaneous valves; woodwork, locks, floor surface and coverings; light fixtures, and the replacement of all defective or burned-out light bulbs, fluorescent tubes, ballasts and starters; maintenance and repair of driveways, parking areas, and sidewalks.
If
Lessor does not maintain the Premises and all appurtenances thereto in reasonably
good repair, reasonable wear and tear excepted, Lessee shall notify Lessor in
accordance with Paragraph 5.24. If, within 10 days after Lessee gives notice,
Lessor has not repaired any defects as requested, or fails to promptly take all
reasonable and necessary actions to effect such repairs, and thereafter work
diligently and without unnecessary delays toward timely completion of repairs,
then Lessor will be in default under the terms of this Lease and Lessee may
take action in accordance with Paragraph 5.14. Any repairs related to safety of
Lessee's employees and property, such as broken locks, doors, windows, and
other defects creating security or health risks, shall be completed by Lessor
as quickly as possible after oral or written notice. Lessee has a right to make
emergency repairs, if necessary, and is entitled to offset the costs of repairs
against rents.
5.04 Use of Premises. Lessee may use the
Premises only for purposes related to the operation of an institution of higher
education, including but not limited to offices, laboratories,
______________________________________________________________________________________________________________________________________________________.
5.05 Non-Disturbance. During the term of this
Lease, Lessor must not rent, lease or otherwise furnish space in the Building
or adjacent buildings under its control to any enterprise which, in the usual
exercise of business, could be expected to create noise or odors injurious or
disruptive to Lessee's normal activities.
5.06 Quiet Enjoyment and Assurance of Title.
Lessor warrants and represents that it has good and sufficient title to the
Leased Premises, and has full power and authority to execute this Lease and to
place Lessee in possession of the Premises in full satisfaction of and
compliance with the terms and conditions herein. Lessor may not impose upon
Lessee any requirements of other legal instruments related to these Premises
not referred to herein or made a part hereof. Lessor warrants and defends unto
Lessee, Lessee's possession against the claims of all persons to the leasehold
interests of the Lessee. Any person or entity executing this Lease as agent for
Lessor must attach to this Lease evidence of authority to act in the capacity shown,
sufficient to satisfy Lessee.
5.07 No Conflict. Lessor warrants that the
proposed operations of the Lessee on the Premises are not in violation of any
city ordinance or statute or any restriction imposed against the Premises and
that Lessor will indemnify Lessee for any direct or indirect loss sustained by
Lessee as a result of the existence of a restriction, ordinance, or statute.
5.08 Improvements and Alterations by Lessee.
After Commencement Date, Lessee, at its sole cost and expense, has the right to
install within the Premises any fixtures, equipment, facilities, and other
improvements required by Lessee for conduct of Lessee's business on the
Premises. But Lessee may not use the Premises for any purpose except as stated
in Paragraph 5.04, or make a major alteration or physical addition in or to the
Premises, without Lessor's prior written consent. Lessee shall not install,
without written consent from Lessor, any devices in the Premises that create an
unusually heavy load on floors, or require unusual demand for electrical power.
On termination of the Lease, by lapse of time or otherwise, Lessee at its
option and expense may remove from the Premises all improvements, equipment,
appliances or other property owned by it. Lessee shall deliver the Premises to
Lessor in good order and condition, and will make reasonable repairs as
necessitated by removal of Lessee's property. Lessee will have no liability for
damages from reasonable use, ordinary wear and tear, depreciation, destruction
by fire or the elements or unavoidable casualty. Any holding over by Lessee
after expiration of the Lease term shall be on a month-to-month basis and all
other terms of this Lease shall continue to apply during any holdover period.
5.09 Signs. Lessee may install any signs
desired by Lessee to indicate Lessee's name, location, and purpose. But all
signs must be prepared and installed in conformity with Lessor's rules and
regulations and must be consistent with Building decor. Any special signage
requirements of Lessee contrary to the above must be mutually agreed in
writing.
5.10 Condemnation. If during the term of this
Lease, the Premises, or any portion thereof, is condemned for any public
purpose, Lessee may terminate this Lease upon 30 days notice to Lessor. Lessee
is entitled to receive an award for the fair market value of its leasehold
interest upon any condemnation.
5.11 Destruction of Premises. If the
Premises, during the term of this Lease or prior to Commencement Date, are
damaged by fire or any other cause or causes, Lessor shall repair the Premises,
within 30 days after the damage. During repair, if the Premises cannot be fully
utilized by Lessee, rent due hereunder may be at Lessee's option either
proportionately reduced or withheld in accord with the degree of non-use. But,
if the Premises are so damaged that they are unfit for occupancy, then from the
date of damage, this Lease shall be void; and rent and other obligations
hereunder shall be due and payable only to the date of the damage. If Lessor
has available other space that meets Lessee's needs and Lessor offers the space
to Lessee, then Lessee may, at its option, occupy that space under the same
terms and conditions of this Lease, otherwise Lessee is free to contract for
space elsewhere.
5.12 Assignment. Lessee may assign or sublet
its rights under this Lease to any related entity or agency of State government
to occupy all or any part of the Leased Premises. Lessee may not assign or
sublet all or any part of the Leased Premises to any private parties without
prior written approval of Lessor, which must not be unreasonably withheld or
delayed.
5.13 Default of Lessee. If Lessee fails to
pay rentals or other charges hereunder or otherwise fails to perform its
obligations hereunder and this failure is not cured within 30 days after
written notice from Lessor to Lessee of such failure, then Lessee is in
default, and Lessor may terminate this Lease and may enter and take possession
of Premises, and will have the remedies now or hereafter provided by law for
recovery of rent, repossession of Premises and damages occasioned by Lessee's
default. The dispute resolution provisions of Paragraph 5.25 will apply in the
event of default by Lessee.
5.14 Default of Lessor. If Lessor fails to
perform any of the obligations imposed upon Lessor by this Lease or by law, and
this failure is not cured within 30 days after written notice from Lessee, then
Lessor is in default and Lessee may terminate this Lease, and Lessee will have
the remedies now or hereafter provided by law for recovery of damages
occasioned by Lessor's default. The dispute resolution provisions of Paragraph
5.25 will apply in the event of default by Lessor. In lieu of a formal
declaration of termination for default as provided above, and in "special
cases," Lessee may withhold payment of rent from Lessor until Lessor's
default has been cured. "Special Cases" include situations wherein
the violations of this Lease create an emergency situation and threaten
Lessee's ability to use the Premises for State purposes. Lessee may correct all
or any part of Lessor's violations and offset the cost of corrective actions
against rentals. These extraordinary remedies will only be undertaken in the
best interest of the State when a relocation following termination would be
disruptive to Lessee and detrimental to its statutory functions.
5.15 Hazardous Substances. Lessor warrants
and represents that any use, storage, treatment, or transportation of Hazardous
Substances that has occurred in or on the Premises prior to Commencement Date
of this Lease has been in compliance with all applicable federal, state, and
local laws, regulations, and ordinances. Lessor additionally warrants and
represents that no release, leak, discharge, spill, disposal, or emission of
Hazardous Substances has occurred in, on, or under the Premises, and that the
Premises are free of Hazardous Substances as of Commencement Date.
Lessor
shall indemnify Lessee from any and all claims, damages, fines, judgments,
penalties, costs, liabilities, or losses (including, without limitation, any
and all sums paid for settlement of claims and for fees of attorneys,
consultants, and experts) arising during or after the Lease term from or in
connection with the presence or suspected presence of Hazardous Substances in
or on the Premises, unless the Hazardous Substances are present solely as a
result of negligence, willful misconduct, or other acts of Lessee or Lessee's
agents, employees, contractors, or invitees. Without limitation of the
foregoing, this indemnification includes any and all costs incurred due to any
investigation of the site or any cleanup, removal, or restoration mandated by a
federal, state, or local agency or political subdivision, unless the Hazardous
Substances are present solely as a result of negligence, willful misconduct, or
other acts of Lessee, Lessee's agents, employees, contractors, or invitees.
This indemnification shall specifically include any and all costs due to
Hazardous Substances that flow, diffuse, migrate, or percolate into, onto, or
under the Premises after the Lease term commences.
As
used herein, "Hazardous Substance" means any substance that is toxic,
ignitable, reactive, or corrosive and that is regulated by any local
government, the State of
5.16 Insurance. At all times during the Lease
term, Lessor must maintain a policy of fire and extended coverage insurance, issued
by and bonded upon an insurance company licensed in the State of Texas,
covering the Leased Premises and leasehold improvements (exclusive of
contents), in an amount equal to not less than 80% percent of the replacement
cost thereof. Lessee shall have no interest in the policy or policy proceeds
and Lessor shall not be obligated to insure any furnishings, equipment, trade
fixtures, or other personal property which Lessee may place or cause to be
placed upon the Leased Premises. Lessor must also maintain a policy or policies
of comprehensive general liability insurance insuring Lessor against loss of
life, bodily injury and/or property damage with respect to Common Areas,
operation of the Building, parking lots and other improvements associated with the
land upon which the Leased Premises are located, and any other losses caused by
or related to the duties and obligations of Lessor under this Lease.
Lessor
acknowledges that, because Lessee is an agency of the State of Texas, liability
for the tortious conduct of the agents and employees of Lessee (other than
medical liability of medical staff physicians) or for injuries caused by
conditions of tangible state property is provided for solely by the provisions
of the Texas Tort Claims Act (Texas Civil
Practice and Remedies Code, Chapters 101 and 104), and that Workers'
Compensation Insurance coverage for employees of Lessee is provided by Lessee
as mandated by the provisions of Texas
Labor Code, Chapter 503. Lessor further acknowledges that State agencies are
prohibited, by the General Appropriations Act, from expending any funds
appropriated by that Act for purchasing policies of insurance covering claims
arising under the Texas Tort Claims Act. Lessee shall therefore have no
obligation under this Lease to purchase policies of insurance which cover
claims arising under the Texas Tort Claims Act. No insurance carrier of either
party shall have a right of subrogation against the other party to this Lease.
5.17 Compliance with Laws. Lessor shall
maintain the Building and all appurtenant improvements in compliance with all
applicable Federal, State, municipal or other laws, ordinances, rules and
regulations, including, without limitation, the Americans with Disabilities Act
of 1990 (Public Law 101-336), Article
9102, Texas Civil Statutes, and the
administrative rules and regulations adopted by the Texas Department of
Licensing and Regulation (Title 16, Texas
Administrative Code, Chapter 68) under authority of Article 9102, as
amended from time to time.
5.18 Waiver. Failure by Lessee or Lessor to
insist in any one or more instances on a strict performance of any of the
provisions of this Lease shall not constitute a waiver or relinquishment of the
right to enforce the provisions in future instances, but this right shall
continue and remain in full force and effect.
5.19 Binding on Successors. This Lease and
each and all of its covenants, obligations and conditions hereof shall inure to
the benefit of and be binding upon the heirs, personal representatives, successors
and assigns of Lessor, and the successors and assignees of Lessee.
5.20 Effective Date and Amendments. This
Lease is effective as of the date of execution by the last to sign of the
Lessor and Lessee. All proposals, negotiations, notices, and representations
with reference to matters covered by this Lease are merged in this instrument
and no amendment or modification of this instrument shall be valid unless
evidenced in writing and signed by authorized representatives of Lessor and
Lessee.
5.21 Lessor's Rules and Regulations. Lessee
will abide by all reasonable rules promulgated by Lessor for the proper
operation of the Leased Premises and the Building which do not unreasonably
interfere with Lessee's use of the Premises and are equally applicable to all
Building lessees. Any rule promulgated by Lessor after Commencement Date shall
be effective as to Lessee no earlier than 30 days after Lessee has received a
written copy of the rule.
5.22
5.23 Entirety. This Lease embodies the entire
agreement between the parties and supersedes all prior agreements and
understandings, if any, relating to the subject matter hereof.
5.24 Notice. Any notice required or permitted
to be delivered under this Lease shall be deemed received when sent by United
States mail, postage prepaid, certified mail, return receipt requested,
addressed to Lessor or Lessee, as the case may be, at the address stated in
Paragraph 1 and to Lessor's and Lessee's attorneys or agents as set forth
below:
|
Lessor's
Representative: |
Lessee's
Attorney: |
|
________________________ |
Office
of General Counsel |
|
|
With
a copy to: [Vice President for
Administration and Finance of UH component] |
|
|
And
with a copy to: Dr.
John Rudley Vice
Chancellor Administration
and Finance |
5.25 Dispute Resolution Provisions. If at any
time there is a dispute between Lessor and Lessee regarding this Lease and the
performance hereunder, the parties will, within 10 days following mailing of
written notice of a dispute, engage in face-to-face negotiations in an attempt
to resolve the dispute and shall, upon failing to negotiate a resolution,
choose a mutually agreeable third party neutral, who shall mediate the dispute
between the parties. The mediator shall be a person qualified under the Texas
Alternative Dispute Resolution Procedures Act and shall be appointed by a state
district judge or the American Arbitration Association if the parties are
unable to agree upon a qualified person. Mediation shall be non-binding and
shall be confidential. The parties shall refrain from court proceedings during
the mediation process insofar as they can do so without prejudicing their legal
rights. The parties shall participate in good faith in accordance with the
recommendations of the mediator and shall follow the procedures for mediation
as suggested by the mediator. All expenses of mediation except expenses of the
individual parties, shall be shared equally by the parties. Each party shall be
represented in the mediation by a person with authority to settle the dispute.
If the parties are unable to resolve the dispute in mediation, then the default
remedy provisions of Paragraphs 5.13 and 5.14 above shall be applicable. In
no case shall the provisions of this Paragraph delay any other time periods set
forth in this Lease except by the written agreement of the parties.
This
Lease is effective as of the year and date first above written.
|
Date
Signed: _______________________ |
LESSEE: Date
Signed: BOARD OF REGENTS OF THE By:______________________ __________________________ __________________________ |
|
Date
Signed: _______________________ |
LESSOR: By:______________________ __________________________ |
STATE
OF
COUNTY
OF __________
This
instrument was acknowledged and sworn to before me on the _____ day of
____________, 199__, by
_________________________________________________________, on behalf of the
Board of Regents of The University of Houston System.
______________________________
Notary Public, State of
STATE
OF
This
instrument was acknowledged and sworn to before me on the ____ day of
____________, 199__, by _________________________________________________, on
behalf of _________________________________________________________, Lessor.
______________________________
Notary Public, State of
OGC
Form No. S-98-1:
Approved for use as a Standard Agreement
by
the
the
General Counsel on January 8, 1998
Note: Modification of this Form
requires approval of OGC
EXHIBIT "A"
TO THE
SPACE LEASE AGREEMENT-PROPERTY LEASED TO THE
BOARD OF REGENTS OF THE
dated _______________, wherein
__________________________ is Lessor.
Site Plan and Floor Plan of Leased Space:
EXHIBIT "B"
TO THE
SPACE LEASE AGREEMENT-PROPERTY LEASED TO THE
BOARD OF REGENTS OF THE
dated _______________, wherein
__________________________ is Lessor.
Legal Description of the Leased Premises:
EXHIBIT "C"
TO THE
SPACE LEASE AGREEMENT-PROPERTY LEASED TO THE
BOARD OF REGENTS OF THE UNIVERSITY OF HOUSTON SYSTEM,
dated _______________, wherein
__________________________ is Lessor.
Description of Finish-out Improvements and Special Services (including Parking) to
be provided to the Leased Space:
(A) Finish-out Improvements.
(B)
Special Services Including Parking.