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HomeMy WebLinkAboutContract 51120 CITY SECRETARY CONTRACT NO. Farkine Garage Lease This Parking Lease (hereafter referred to as the "Lease") is made and entered into this 91h day of August, 2018 (the "Effective Date"), by and between the City of Fort Worth, a Texas municipal corporation, ("City"), and BW Lancaster Parking LLC, a Delaware limited liability company, ("Tenant"), individually referred to as "Party" and collectively referred to as "Parties." Whereas, City is the owner of a parking garage being all of Lot 34R, Block V, Daggett's Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to plat thereof recorded in instrument No. D215031133, dated February 13, 2015, of the plat records of Tarrant County, Texas, which was conveyed to the City on May 8, 2018, according to a special warranty deed recorded as instrument No. D218099089 in the deed records of Tarrant County, Texas ("Parking Garage"); Whereas, City acquired the Parking Garage from the Central City Local Government Corporation, a Texas public nonprofit corporation ("CCLGC"); Whereas, the CCLGC constructed the Parking Garage using tax increment financing ("TIF") funds in conjunction with a redevelopment project to the adjacent property, commonly known as Pinnacle Bank Place Condominium; Whereas,the use of TIF funds for the Parking Garage requires the City to preserve a public benefit for the use of the Parking Garage by the public, and the public benefit is preserved by allocating (i) seventeen (17) spaces on the first level to remain as free, thirty (3 0) minute, public parking, and (ii) fifty-two (52) spaces to be available for public use with the first two hours of parking free between the hours of 6 a.m. and midnight in accordance with the terms and conditions outlined in this Lease; Whereas, an affiliate of Tenant (together with its successors and assigns, "Tenant Affiliate") is purchasing from an affiliate of the City the residential unit and the retail unit of Pinnacle Bank Place Condominium (collectively, the "Pinnacle Property"), and Tenant desires to enter into this Lease simultaneously at closing of the purchase to provide adequate parking for the Pinnacle Property; Whereas, City understands that the continued success of the Pinnacle Bank Place Condominium redevelopment project is dependent on the ability of the Pinnacle Property to use the Parking Garage; Whereas, the City desires to support revitalization and redevelopment of Lancaster Avenue by entering into this Lease, limit the City's overhead costs related to operating a parking facility,and perform its governmental function of operating a parking facility as allowed in Section 101.0215(x)(25) of the Texas Civil Practice and Remedies; Whereas, the Parties acknowledge that this Lease is subject to an existing Bank Parking and Facilities Easement Agreement conveyed to Pinnacle Bank, the bank unit of Pinnacle Bank Place Condominium, according to an agreement recorded as Instrument No B2HH428091 III L111%, deed records of Tarrant County, Texas, which was further amended throu 1}bF i CITY SECRETARY Page 1 of 29 FT.WORTH,TX Restated Bank Parking and Facilities Easement Agreement, according to an agreement recorded as Instrument No. D2,191-7V731 in the deed records of Tarrant County, Texas (collectively, the "Existing Easement"); and Whereas, the Parties acknowledge that the Parking Garage is subject to an existing Sublease Agreement("TCCD Agreement")with Tarrant County College District("TCCD"),and the TCCD Agreement will be assigned to Tenant with the agreement that TCCD will continue to lease forty (40) spaces under the same terms and conditions. NOW, THEREFORE, for and in consideration of the above and foregoing premises and the mutual covenants and agreements set forth herein, together with other good and valuable consideration,the receipt and sufficiency of which is hereby confirmed and acknowledged by each of the Parties hereto, the undersigned City and Tenant do hereby agree as follows: AGREEMENT ARTICLE 1 —PREMISES 1.1 Definition of Premises. "Premises" shall be defined as all of Lot 34R, Block V, in Daggett's Addition, an Addition to the City of Fort Worth, Texas, as recorded in instrument No. D215031133, dated February 12, 2015, of the Plat Records of Tarrant County, Texas, including the Parking Garage depicted in Exhibit"A," attached hereto and made a part of this Lease for all purposes,and the area adjacent to the Parking Garage used for a dog park depicted in Exhibit`B," attached hereto and made a part of this Lease for all purposes("Dog Park"), subject to the Existing Easement. 1.2 Lease of Premises. As of the Effective Date, and subject to the provisions hereafter set forth and in consideration of the rent to be paid and of the covenants and agreement to be performed by Tenant herein set forth, City does hereby lease to Tenant, and Tenant leases from City, the use of the Premises. The Premises shall be used solely for its intended purposes. The Parking Garage shall be used only for the parking of vehicles and related activities to provide parking services. The Dog Park shall be used only in accordance with this Lease. 1.3 Parking Space Allocation. The Parties agree that the following parking space allocation shall apply to the parking spaces contained within the Parking Garage of the Premises,which is depicted in Exhibit"C," attached hereto and made a part of this Lease for all purposes: 1.3.1 Pinnacle Bank shall be entitled to the parking spaces as outlined in the Existing Easement, which is outlined in the copy of the Amended and Restated Bank Parking and Facilities Easement Agreement attached as Exhibit "D" and made a part of this Lease for all purposes. Any rules and regulations adopted by Tenant intending to be made applicable to the Existing Easement parking spaces shall be coordinated between Tenant and Pinnacle Bank directly; 1.3.2 Seventeen (17) spaces on Level One(1)of the Parking Garage will remain as thirty (30) minute spaces and free to the public for the duration of this Lease; Page 2 of 29 1.3.3 Twenty-five (25) spaces will be reserved for City employee parking during 7:00 a.m. and 6:00 p.m.; however, these twenty (25) spaces may be used by Tenant as public parking after business hours; (a) City agrees to pay Tenant for the use of these twenty-five (25) spaces at the rate of Five Thousand, One Hundred Dollar and No Cents ($5,100.00) annually with the rate escalating at two-and-one-half percent(2.5%) every five (5)years; (b)Payment from City to Tenant for the use of these twenty-five(25)spaces shall be made in the form of a credit applied to the annual Lease payment made by Tenant to City as outlined in Article 3 below; 1.3.4 Fifty-two (52) spaces to be available for public use at all times, at prevailing market parking rates,except that Tenant shall make arrangements for the first two(2)hours of parking to be free during the hours of 6:00 a.m. and midnight, and the free parking is not limited to patrons of the,Pinnacle Bank Place Condominium only, but shall apply to the general public; 1.3.5 Forty (40) spaces shall be allocated to TCCD for parking under the TCCD Agreement until such time as the TCCD Agreement terminates or TCCD and Tenant agree otherwise. A copy of the TCCD Agreement is attached as Exhibit"E,"and made a part of this Lease for all purposes; Subject to the terms and conditions of Section 11 of this Lease, including, without limitation, all applicable notice and cure periods, Tenant's failure to abide by the parking allocations outlined in this Section 1.3 shall be considered an event of default under this Lease, and City shall have the right to terminate this Lease in accordance with the termination provision under Section 11 of this Lease. 1.4 Condition of Premises. The Premises are leased subject to all zoning restrictions,City Codes and Ordinances,building restrictions,and other state and federal laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction and in their present condition without representation or warranty by the City. Tenant taking possession of the Premises shall be conclusive evidence that(a) the Premises are suitable for the purposes and uses for which same are leased; and (b) Tenant waives any and all defects in and to the Premises, its appurtenances, and in all the appurtenances thereto. Tenant agrees that they are taking the Premises in its current "As Is" condition with no representations or warranties of any nature whatsoever by City. City has not made and does not make and specifically disclaims any representations, guarantees, premises, covenants, agreements or warranties of any kind or character whatsoever,whether express or implied, oral or written,past,present, or future of,as to, concerning or with respect to the nature, quality or condition of the Premises, the income to be derived, the suitability of the Premises for uses allowed under this Lease, or merchantability or fitness for a particular purpose. Notwithstanding the foregoing, City represents to the best of its knowledge that as of the date of this Lease, the Premises is in full compliance with all Governmental Rules (as defined in Section 6.1 of this Lease). Notwithstanding the foregoing or anything else to the contrary, except as otherwise may be necessary to fulfill a public purpose, Page 3 of 29 without the prior written consent of Tenant, in no event shall City execute or record in the real property records with respect to all or any portion of the Premises, any condition, covenant, restriction or other encumbrance of any form or nature. If City needs to execute or record in the real property records with respect to all or any portion of the Premises, any condition, covenant, restriction or other encumbrance of any form or nature for a public purpose, the City will notify Tenant of such action. 1.5 Tenant's Use of Dog Park. Tenant and any subtenants may use the Dog Park to continue operating it as a Dog Park or may convert it to green space. Tenant may make reasonable improvements to the Dog Park during the Term,herein after defined, of the Lease. The City shall have no obligations whatsoever to improve or maintain the Dog Park. Any improvements to the Dog Park shall be made at the sole cost and expense of Tenant and done so in accordance with any and all applicable laws. Any improvement to the Dog Park requiring a building permit must be approved by City in advance. The Dog Park must be maintained by Tenant in a reasonable manner in accordance with industry standards. Tenant will ensure no obnoxious or offensive odors are caused by the use of the Dog Park, and Tenant will ensure that Dog Park remains clean and in good condition at all times. If Tenant fails to maintain the Dog Park in accordance with this section, the City may provide Tenant a thirty (30) day notice to make necessary repairs, and if Tenant fails to make such repairs within thirty (30) days, the City may consider such failure an event of default under this Lease,and City shall have the right to terminate this Lease in accordance with the termination provision under Section 11 of this Lease. Upon expiration or termination of this Lease, any improvements to the Dog Park shall remain or be removed at Tenant's expense in the sole discretion of the City at the time of expiration or termination. 1.6 Alterations or Improvements. Tenant may make alterations or improvements to the Premises as may be necessary to maintain and operate the Parking Garage or to the Dog Park as outlined in Section 1.5. Any alteration or improvement to the Premises exceeding Twenty-Five Thousand Dollars and No Cents ($25,000.00)must be approved in writing by City, and City may require the submission of plans and specifications for its approval. The approval of City of any plans or specifications shall not constitute approval of the architectural or engineering design, and City, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications. City agrees that Tenant may install an entrance gate and related equipment, security cameras and related equipment, signage, or other fixtures to notify the public of parking obligations within the Parking Garage. Any signage must comply with City's ordinances or any other applicable law. All alterations, additions and improvements made to, or fixtures or other improvements placed in or upon, the Premises shall be deemed a part of the Premises and the property of City at the end of the Term, hereafter defined, of the Lease. All such alterations, additions, improvements, and fixtures shall remain upon and be surrendered with the Premises as a part thereof at the termination of this Lease. 1.6.1 Escrow for Initial Improvements. On the Effective Date of this Lease, City will escrow One Hundred Fifty Thousand Dollars and No Cents ($150,000.00)to allow Tenant to install automated controlled access gates, parabolic mirrors at turns, security Page 4 of 29 (including video surveillance system), and related equipment. Tenant will be reimbursed from escrow the actual costs, upon submission of receipts, after completion of the improvements under this Section in an amount up to One Hundred Fifty Thousand Dollars and No Cents ($150,000.00). Any unused escrow funds shall be returned to City after completion of improvements. The Parties will enter into a separate escrow agreement outlining the specific terms and conditions for this escrow. ARTICLE 2—TERM 2.1 Term. The"Term"of this Lease shall begin on the Effective Date and continue for a period of ninety-nine (99) years, subject to any earlier termination of the Lease as specifically provided in this Lease. 2.2 Renewal Term. There shall be no renewal term for this Lease unless otherwise agreed to between the Parties in writing and signed by their authorized representatives. ARTICLE 3—RENT 3.1 Rent. For the use and occupancy of the Premises herein granted, Tenant agrees to pay City in advance for each year, annual payments ("Rent") in the amounts shown on Exhibit"F," attached hereto and incorporated by reference. The first Rent payment in the amount of Eighty-Three Thousand Twenty Eight Dollars and No/100 ($83,028.00) shall be due on the Effective Date, and each additional Rent payment shall be due on the anniversary of the Effective Date throughout the Term of the Lease. The Rent shall be paid to the City, without notice or demand, at the address included in this Lease under the notice section contained in Article 12, or as otherwise specified by City in writing. 3.2 Failure to Pay Rent. If Tenant fails to pay Rent in accordance with this Section,the City may provide Tenant a thirty (30) day written notice to make Rent payments, and if City delivered such written notice, and Tenant fails to make such Rent payment within thirty (30) days of receipt of such written notice, the City may consider such failure an event of default under this Lease, and City shall have the right to terminate this Lease in accordance with the termination provision under Section 11 of this Lease. ARTICLE 4—MAINTENANCE OF PREMISES 4.1 Premises Maintenance by City. City will be responsible for structural and building system maintenance and repairs to the Premises, including any capital repairs and replacements to plumbing systems, drainage systems, roofs, stairwells, foundation, or walls, but specifically excluding any obligations of Tenant set forth in Section 4.2 (collectively and individually referred to herein as "Landlord Maintenance"). If Tenant identifies a need for Landlord Maintenance, Tenant may notify City of the need for such Landlord Maintenance. Within ten (10) days after Tenant notifies City, City shall notify Tenant in writing that City will complete such Landlord Maintenance, and the date on which such Landlord Maintenance shall be completed (each such date, a"Landlord Maintenance Completion Date").If City fails to timely so notify Tenant,then Tenant shall have the right to complete such Landlord Maintenance pursuant to Section 4.2 of this Page 5 of 29 Lease. City shall not be liable for any damage to Tenant's or Tenant's invitees or sublessee's personal property or improvements arising from the City's failure to maintain the Premises. 4.2 Premises Maintenance by Tenant. 4.2.1 Tenant will be responsible for all regular, routine maintenance and repair of the Premises including, but not limited to, striping,painting, signage, equipment,access gates and appurtenances, cameras or other security measures, elevator repair and maintenance, power sweeping, cleaning, utilities, etc. Tenant will also be responsible for replacement of elevator and electrical systems and associated infrastructure. Tenant is responsible for all personal property placed or moved into the Premises. 4.2.2 If City fails to perform Landlord Maintenance pursuant to Section 4.1 or by the Landlord Maintenance Completion Date, Tenant may elect to self-perform the Landlord Maintenance. Tenant's cost to perform the Landlord Maintenance and all plans for Landlord Maintenance must be submitted to City in advance for written approval-, provided, however, to the extent of any emergency situation or any circumstance which has rendered portions of the Parking Garage unusable for parking (collectively, an "Emergency"), Tenant shall not be required to submit any such information to the City for prior approval. Except with respect to any Emergency, Tenant must have written approval from City prior to proceeding with any performance of Landlord Maintenance. The approval of City of any plans or specifications shall not constitute approval of the architectural or engineering design, and City, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications. After Tenant performs the Landlord Maintenance in accordance with this Section, Tenant may offset Rent in an amount equal to the actual cost of the Landlord Maintenance, and excluding offsets with respect to Emergencies, not to exceed the amount approved by City prior to commencement of Landlord Maintenance, provided that all necessary documentation, as determined by City in its reasonable discretion is provided to City to determine the Tenant's actual cost of the Landlord Maintenance. In the event the actual cost of Landlord Maintenance is in excess of the next Rent payment which would be due, the excess amount will be applied to the following Rent payment. 4.3 Failure to Maintain. If Tenant fails to maintain the Premises, City will provide notice of necessary repairs, and such repairs shall be completed within thirty (30) days of receiving such notification or if such repairs are incapable of being completed within thirty (30) days, within a reasonable time thereafter, so long as Tenant is diligently pursuing such repairs. 4.4 Standards of Care. Tenant will maintain the Premises in good repair, consistent with the condition of the Parking Garage as of the date of this Lease. If Tenant does not meet its obligations under this Article 4, City will notify Tenant and ask for such issues to be remediated within thirty (30) days of such notice, or in a reasonable time if such remediation is impracticable within thirty (30) days; provided, however, in no event shall Tenant be obligated to make any, capital improvements to the Parking Garage except as specifically provided in Section 4.2.1 hereof. Page 6 of 29 ARTICLE 5—TAXES 5.1 Taxes. City owns the Premises for the governmental function of operating a parking facility as described in Section 101.0215(a)(25) of the Texas Civil Practice and Remedies. The Premises are currently tax exempt; however, Tenant is obligated to pay any real estate taxes or payments in lieu of taxes if the tax exempt status changes. City agrees to use all commercially reasonable political and legal means to maintain the tax exempt status of the garage. Tenant recognizes and understands that this Lease may create a possessory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant agrees to pay taxes of any kind, including possessory interest taxes, that may be lawfully assessed on the leasehold interest hereby created and to pay all other taxes, excises, licenses, permit charges and assessments based on Tenant's usage of the Premises that may be imposed upon Tenant by law, all of which shall be paid when the same become due and payable and before delinquency. ARTICLE 6—GENERAL COVENANTS OF TENANT. 6.1 Compliance with Legal Requirements. After the Effective Date, (a) Tenant shall comply with any and all laws related to the use, operation, repair, maintenance, replacement, and occupancy of the Premises and the cleanliness and safety thereof, and (b) Tenant shall be the responsible entity for instituting a plan of compliance to ensure that the Premises remain in compliance with the ADA and Tenant shall make, from time to time during the Term at its sole cost and expense, any alterations that may be required to bring the Premises into compliance with any new requirements imposed by the ADA. Tenant acknowledges the Premises are subject to all statutes, laws, ordinances, treaties, rules, codes, regulations, permits, interpretations, certificates or orders of any governmental entity, or any judgments, decisions, decrees, injunctions, writes, orders or like action of any court, arbitrator, or other Federal, State or local governmental entity(collectively,"Governmental Rules")at any time applicable to the Premises and that nothing in this Lease shall constitute or be deemed to constitute a waiver by the City of the performance of its governmental functions or any such Governmental Rules. Tenant agrees to abide by any Governmental Rule within a reasonable time after receiving notice from City of any violation of Governmental Rules. Tenant shall pay all the costs, expenses, fines, penalties and damages that may be imposed upon City by reason of or arising out of Tenant's failure to fully and promptly comply with and observe Governmental Rules or that City may incur as a result of Tenant's breach of the above covenants,provided, however, Tenant shall not have any liability or obligation with respect to any such amounts to the extent any of same arise as a result of City's failure to perform City's obligations under Article 4 of this Lease. Tenant shall give prompt notice to City of any notice Tenant receives of the violation of Governmental Rules with respect to the Premises or the use or occupancy thereof. 6.2 Tenant's Rules and Regulations. Tenant shall have the right from time to time to develop, implement, and enforce reasonable rules and regulations for the use and care of the Premises. Tenant shall, at its sole cost and expense, use reasonable efforts to cause its customers, invitees, and licensees to comply with such rules and regulations. 6.3 Enforcement of Parking Garage Use.Tenant shall be responsible for any and all enforcement against Parking Garage users of any violations of posted signage, including, but not limited, Page 7 of 29 ticketing,towing, or booting of vehicles. Any ticketing,towing, or booting of vehicles shall be in accordance with all laws. Tenant's failure to follow the law as it relates to ticketing, towing, or booting of vehicles shall be considered an event of default under this Lease, and City shall have the right to terminate this Lease in accordance with the termination provision under Section 11 of this Lease:, provided, however, to the extent City gives Tenant written notice of Tenant's failure to follow the law as it relates to ticketing, towing or booting, and Tenant notifies City that Tenant is taking action to ensure future compliance with such laws, no default shall exist. If Tenant receives more than three complaints under this Section, and such complaints are reasonably determined by the City to be legitimate and valid, after appropriate investigation by the City, City shall have the right to terminate this Lease in accordance with the termination provision under Section 11 of this Lease regardless of Tenant's written assurance of future compliance. 6.4 Management of Premises. Tenant hereby covenants and agrees that it will perform or cause to be performed all aspects of management for the operation of the Premises as a parking facility in a clean and orderly manner consistent with comparable parking facilities within Fort Worth, including but not limited to the management of subleases, maintenance of the Premises and all improvements thereon, collection of rent for subleases, and the implementation of rules and regulations applicable to the Premises. Tenant may contract with a third party to manage the Parking Garage and/or the Dog Park. Tenant shall be responsible for any and all management of the Premises, including abiding by the terms of the Existing Easement, and shall ensure that any third party hired to manage or operate the Premises shall abide by all terms and conditions contained in this Lease. If third party contractor hired by Tenant fails to manage or operate the Premises in accordance with this Lease, such issues will be brought to Tenant's attention, and Tenant shall correct the problem within 1hilly(30) days or as quickly as possible if impracticable to correct within jhjj:jy (30) days. If Tenant fails to correct City's issues with any third party contractor hired by Tenant, City can require Tenant to remove or replace such third party contractor. Failure of Tenant to properly manage the Premises in accordance with the terms and conditions of this Lease shall be considered an event of default under this Lease, and City shall have the right to terminate this Lease in accordance with the termination provision under Section 11 of this Lease. Any and all costs associated with the management of the Premises shall be paid by Tenant. 6.5 Entry and Inspection; Ingress and Egress. City, its agents, employees, or servants, or any person authorized by City, may enter the Premises for the purpose of inspecting the condition of same and performing City's obligations under this Lease. All work done by City on the Premises shall be performed with reasonable prior notice to Tenant and in a manner that shall not unreasonably interfere with the normal business operations of Tenant. In the event that City needs to perform work that will interfere with Tenant's use, the City will make every effort to minimize the interference. However, if City causes interference in Tenant's use, City shall not be liable for Tenant's loss of use or Tenant's lost profit. Tenant agrees that it will not interfere with City's ability to perform work regardless of any interference to Tenant's use. City hereby reserves to itself and to its agents, employees, contractors, suppliers, representatives, guests, licensees, and invitees,the right of, and at all times such parties shall have adequate means of, ingress and egress to the Parking Garage. Tenant expressly agrees to afford to City and its agents, employees, Page 8 of 29 contractors, suppliers, representatives, guests, licenses, and invitees, such rights of ingress and egress to the Parking Garage as may be reasonably required under this Lease. 6.6 Environmental. As used herein, "Applicable Environmental Law"means any statutory law, regulation, or case law pertaining to health or the environment, or oil or petroleum products, or Hazardous Substances, including without limitation: (i) the Comprehensive Environmental Response,Compensation,and Liability Act of 1980("CERCLA")as codified at 42 U.S.C. § 9601 et seq., as amended; (ii) the Hazardous Materials Transport Act as codified at 42 U.S.C. § 1801 et seq., as amended; (iii) the Resource Conservation and Recovery Act as codified at 42 U.S.C. § 6901 et seq., as amended; and any so-called "Superfund" or "Superlien" law, or any other applicable legal requirement presently in effect or hereafter enacted. As used herein the terms "Hazardous Substances" and "Release" shall have the meaning specified for such terms in CERCLA;provided,however,that(a)if CERCLA is amended to broaden the meaning of any term defined thereby, such broadened meaning shall apply after the effective date of such amendment; (b) to the extent that Texas law establishes a meaning for "Hazardous Substance" or "Release" that is broader than that specified in CERCLA, such broader meaning shall apply; and (c) "Hazardous Substances" shall also be defined to include oil, petroleum products, extremely flammable substances, explosives, and radioactive materials. 6.6.1 No Releases. Tenant shall not suffer, allow, permit, or cause the generation, accumulation, storage, possession, Release, or threat of Release of Hazardous Substances; provided, however, the foregoing prohibition shall not be applicable to (i) Hazardous Substances that are present on the Premises before the Effective Date, provided that Tenant shall have the burden of proving that such Hazardous Substances were present on the Premises before the Effective Date; or (ii) normal and reasonable amounts of cleaning and pest control supplies necessary for normal maintenance of the Premises as a parking garage so long as such materials are properly, safely, and lawfully stored and used by Tenant and the quantity of same does not exceed a "reportable quantity" as defined under 40 C.F.R. 302, as amended. 6.6.2 Notification of Releases. Tenant shall notify City immediately upon learning: (i) that any duty described in Section 6.6 of this Lease has been violated; (ii) that there has been a Release, discharge, or disposal of any Hazardous Substance on any part of the Premises; or (iii) that the Premises or improvements thereon are subject to any third-party claim or action, or threat thereof, because of any environmental condition at the Premises or in or originating from the Premises or arising in connection with the use of the Premises. Tenant shall promptly provide City with copies of all correspondence to or from third parties regarding such claims or actions or regarding environmental conditions in or originating from the Premises. 6.6.3 Remediation. In the event of a Release of any Hazardous Substance on,in,or from the Premises that was caused by Tenant or any of its invitees or subtenants and not caused by City, Tenant shall promptly cause complete remediation of such Release and restore the Premises to the condition that existed prior to the Release. In the event of a Release of any Hazardous Substance on, in, or from the Premises that was caused by City or any of City's employees or contractors, City shall promptly cause complete remediation of such Release and restore the Premises to the condition that existed prior to the Release. City and its agents shall have the right, but not the Page 9 of 29 obligation, to enter the Premises and remediate any environmental condition on the Premises to comply with all Applicable Environmental Laws during which time Tenant shall not be entitled to any abatement of Rent. 6.6.4 Costs; Indemnification. Tenant shall pay any judgments, fines, charges, fees, damages, losses, penalties, demands, actions, costs, and expenses (including, without limitation, legal fees and expenses),remedial and response costs,remediation plan preparation costs,and any continuing monitoring or closure costs arising from or pertaining to the application of any Applicable Environmental Law to the Premises due to a breach of Tenant's obligations under this Section 6.6. Tenant shall indemnify and forever hold harmless the City of and from any and all liabilities (including strict liability), judgments, fines, charges, fees, damages, loses, penalties, demands, actions, costs, and expenses (including, without limitation, legal fees and expenses), remedial and response costs, remediation plan preparation costs, and any continuing monitoring or closure costs incurred or suffered by the City, or asserted by an third party against the City, due to the breach of Tenant's obligations set forth in this Section 6.6. 6.6.5 Surrender. At the expiration or earlier termination of this Lease, Tenant shall return the Premises to City free of any Hazardous Substances in, on, or from the Premises that were not placed on the Premises by City or present on the Premises prior to the Effective Date. 6.6.6 Survival. The provisions of this Section 6.6 shall survive the expiration or earlier termination of this Lease. 6.7 Condemnation or Taking. If all or any part of the Premises shall be taken or condemned either permanently or temporarily for any public or quasi-public use or purpose by any competent authority in appropriation proceedings or by any right of eminent domain (including sale under threat of such a taking) (a "Taking"), then in any such event, the entire compensation award therefor (collectively, the "Condemnation Proceeds") shall be divided as follows, subject to the provisions of Article 15 hereof. (i) Tenant shall receive a portion of such Condemnation Proceeds sufficient to fully compensate Tenant for the diminution in value of the Pinnacle Property as a result of the Taking,subject,however,to credit for any Tenant's Recovery(as defined below);and (ii) City shall receive any remaining portion of the Condemnation Proceeds. If less than substantially the entire Premises is the subject of a Taking, the Rent will be equitably adjusted as of the date of the Taking and this Lease will otherwise continue in full force and effect. Notwithstanding the foregoing, if a Taking occurs of so substantial a part of the Premises such that it is impracticable to continue to operate the Premises, then City, at its option, may terminate this Lease by notifying Tenant and specifying a date not earlier than thirty (30) days after the date of such notice as of which date this Lease will terminate. On the termination of this Lease under this Section 6.7, all Rent will be abated as of the date of termination. In addition, in connection with any Taking, Tenant shall have the right to claim and recover from the condemning authority, but not from City, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to Tenant's business by reason of the Taking and for or on account of any cost or loss that Tenant might incur in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment(collectively, "Tenant's Recovery"). Page 10 of 29 6.8 Amendments. This Lease may not be changed, modified, discharged or extended except by written instrument duly executed by an authorized representative of City and Tenant or as otherwise provided herein. 6.9 Open Records Act. Tenant acknowledges that City is a governmental entity subject to the Texas Public Information Act("the Act")or any equivalent or successor statute and that this Lease is considered a public records for purposes of the Act. As such, City makes no representation to the confidential nature of this Lease or any related documents. 6.10 Extra Hazardous Activity. Tenant shall not do or keep anything in or about the Premises that will contravene City's policies insuring against loss or damage by fire or other hazards,or that will prevent City from procuring such policies in companies acceptable to City. 6.11 No Obnoxious Odors or Nuisance. Tenant agrees that it shall not 6.11.1 Cause or permit obnoxious or offensive odors or fumes to emanate or be dispelled from the Premises; 6.11.2 Cause or permit undue accumulations of garbage,trash,rubbish or any other refuse in, on or about the Premises; or 6.11.3 Cause, create, maintain or permit any public or private nuisance in, on or about the Premises. 6.12 Liens. Tenant agrees not to allow or suffer a lien to be imposed upon the Premises or upon any equipment,improvements or property located thereon without promptly discharging the same, provided that Tenant,if so desiring,may have reasonable opportunity to contest the validity of the same. Further,Tenant shall inform its own contractors and require such contractors to inform their subcontractors, that the Premises is public property and is not subject to mechanics liens or other encumbrances. TENANT AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FROM AND AGAINST ANY CLAIMS FOR MECHANIC'S, MATERIAL SUPPLIER'S OR OTHER LIENS IN CONNECTION WITH ANY ALTERATIONS, REPAIRS OR CONSTRUCTION ON THE PREMISES, OR MATERIALS FURNISHED OR OBLIGATIONS INCURRED BY OR FOR TENANT. 6.13 Calculation of Days. The use of the term"day"in this Lease shall mean calendar days unless otherwise specified. 6.14 Bankruptcy. If City shall not be permitted to terminate this Lease because of the provisions of the Bankruptcy Code,then Tenant as debtor-in-possession,or any trustee,receiver,or liquidator appointed for Tenant's benefit,must provide adequate assurance of performance of the terms this Lease, which shall include, without limitation, adequate assurance: (i) of the source of Rent reserved hereunder; (ii)that the assumption of this Lease will not breach any provision hereunder; and(iii)that the assumption or assignment of this Lease will be to an operator of equal experience in the operation and management of similar facilities; and if the trustee does not cure such defaults and provide such adequate assurances of the foregoing under the Bankruptcy Code within the applicable time periods provided by the Bankruptcy Code, then this Lease shall be deemed Page 11 of 29 rejected and City shall have the right to immediate termination of the Lease and immediate possession of the Premises and shall be entitled to all remedies provided by the Bankruptcy Code for damages for a default or termination of this Lease. The foregoing shall be subject to the provisions of Article 15 hereof. ARTICLE 7—UTILITIES; SERVICES 7.1 Provision of Utilities. Tenant shall be responsible for providing to the Premises all public and private utilities deemed necessary by Tenant for the normal operation of the Parking Garage, including electric,water,cable,internet,heating and air conditioning(as appropriate for the season in the elevator), trash removal and other reasonably required utility services available to the Premises. Tenant shall be responsible for all costs related to the installation of or modification to all utilities and any ongoing costs related to providing such utilities to the Premises. ARTICLE 8—INDEMNITY AND INSURANCE 8.1 Indemnity. 8.1.1 TENANT SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS THE CITY FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, (INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, HIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE PREMISES BY TENANT, ITS EMPLOYEES, PATRONS,AGENTS,INVITEE,TENANTS AND ANY OTHER PARTY; (2)BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF TENANT OR ANY INVITEE, TENANT, EMPLOYEE,DIRECTOR,OFFICER,SERVANT,OR CONTRACTOR OF TENANT,OR ANYONE TENANT CONTROLS OR EXERCISES CONTROL OVER, EXCLUDING, HOWEVER,CLAIMS WHICH DO NOT RELATE TO THE PREMISES OR THE LEASE, OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF TENANT UNDER THIS LEASE (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF CITY. THE ONLY LIABILITIES WITH RESPECT TO WHICH TENANT'S OBLIGATION TO INDEMNIFY THE CITY DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, TENANT, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT TENANT'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF TENANT WITH RESPECT TO THE USE AND OCCUPANCY OF THE PREMISES, WHETHER OCCURRING BEFORE OR AFTER Page 12 of 29 THE EFFECTIVE DATE OF THE LEASE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS LEASE. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS. 8.1.2 IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS ARTICLE 8,SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS,AND AS SO MODIFIED,THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT. 8.2 Waiver of Liability. CITY SHALL NOT BE LIABLE IN ANY MANNER TO TENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM, FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED BY THE WILLFUL MISCONDUCT OR NEGLIGENCE OF CITY. EXCEPT AS PROVIDED IN THE FOREGOING, IN NO EVENT SHALL CITY BE LIABLE IN ANY MANNER TO TENANT OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF TENANT,ITS AGENTS,EMPLOYEES,CONTRACTORS,OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM. EXCEPT AS PROVIDED IN THE FOREGOING, ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE PREMISES,WHETHER PURSUANT TO THIS LEASE OR OTHERWISE SHALL BE AT THE RISK OF TENANT ONLY, AND CITY SHALL NOT BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF TENANT, ITS EMPLOYEES, AGENTS, PATRONS, INVITEE, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF CITY OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE. 8.3 Insurance. 8.3.1 Commercial General Liability Insurance. Tenant shall maintain at all times commercial general liability insurance insuring the City,the Tenant,and the owner of the Existing Easement against all claims or demands for personal injuries to or death of any person,and damage to or destruction or loss of property, that may be claimed to have occurred on the Premises. The policies shall cover such risks and be in such amounts as the City from time to time may reasonably request, but in any event with a combined single limit for bodily injury and property damage per occurrence of not less than Two Million Dollars($2,000,000.00). The Tenant's insurance shall be issued by an insurer licensed to business in the State of Texas and shall contain a waiver of Page 13 of 29 subrogation endorsement. The Tenant shall deliver to the City certificates of such insurance coverage and evidence of payment of all premiums within thirty (30) days after demand by the City, which certificates shall show the City and the owner of the Existing Easement as additional insureds and shall provide a thirty (30) day notice of cancellation to City, except with respect to non-payment of premium. 8.3.2 Property Insurance. During the term of the Lease, City shall maintain in force, at its own expense, casualty insurance covering the Premises at full replacement cost and will self- insure for liability. City shall deliver to Tenant and any Leasehold Mortgagee(as defined herein), upon demand, evidence of all such insurance, which evidence shall be reasonably acceptable to Tenant and any Leasehold Mortgagee. 8.4 Tenant's Failure to Maintain Insurance. Tenant shall secure the insurance coverages and provide evidence thereof to City as required by this Lease in accordance with the time periods set forth herein. If Tenant fails to abide by this Section, the City may consider such failure an event of default under this Lease, and City shall have the right to terminate this Lease in accordance with the termination provision under Section 11 of this Lease. ARTICLE 9—SUBLETTING AND ASSIGNMENT 9.1 Tenant May Sublet. Tenant may sublet the Premises or portions thereof to residents of the Pinnacle Bank Place Condominium residential unit or tenants of the retail unit. Tenant may sublet to TCCD as outlined in this Lease. Tenant may sublet with Pinnacle Bank for additional spaces as may be necessary to support Pinnacle Bank Place Condominium. City reserves the right to use the parking spaces as a sublessee as outlined in Section 1.3.3 in accordance with the provisions of this Lease. Tenant further agrees to preserve the public purpose by offering the free parking rates as outlined in Sections 1.32 and 1.34 of this Lease. Tenant may sublet the Premises to other parties as agreed to in advance by City. Any and all subletting shall be subordinate to this Lease. Any subletting shall not release Tenant of its obligations under this Lease. Tenant shall be solely responsible to enter into all sublease agreements and the collection of any rents due to Tenant under such agreements. Tenant's failure to collect rents due under any sublease shall not release Tenant of its obligations to pay Rent under this Lease. 9.2 Assignment. Tenant shall not be allowed to assign this Lease without the prior written consent of City, which consent will not unreasonably be withheld, provided that any assignment of the Lease shall be consistent with the intent of the supporting the Pinnacle Bank Place Condominium residential and retail units. This Lease is binding upon and inures to the benefit of any of Tenant's heirs and successors and,to the extent any assignment is approved by City hereunder(to the extent such approval is required), Tenant's assigns. Notwithstanding anything to the contrary contained herein, this Lease shall be assignable without the consent of City as provided in Article 15 and to the purchaser upon any sale of all of the Pinnacle Property so long as the Pinnacle Property will continue to be used for residential and retail purposes. When Tenant assigns this Lease, Tenant shall provide City written notice of assignment within three (3) days of sale of the Pinnacle Property. Page 14 of 29 ARTICLE 10—NON-DISCRIMINATION 10.1 Tenant Shall Not Discriminate. Tenant, for itself, its personal representatives, assigns, contractors and successors in interest, as part of the consideration herein, agrees that in the performance of Tenant's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY TENANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS OR SUCCESSORS IN INTEREST, TENANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. ARTICLE 11 —TERMINATION, SURRENDER,AND RIGHT OF RE-ENTRY 11.1 Termination by City. City shall have the option to terminate this Lease in the event of Tenant's default of any provision of this Lease, as specifically provided in this Section 11.1, subject to the giving of all notices and Tenant's failure to cure within any applicable cure periods outlined in this Lease. City shall also have the option to terminate this Lease to the extent expressly provided in any Section of this Lease and subject to this Section 11.1. Unless otherwise expressly set forth in this Lease, after any event of default, City will provide Tenant sixty (60) days' written notice of City's intention to terminate this Lease, which written notice shall clearly identify all alleged defaults, and all alleged required curative actions. If Tenant cures the default within such sixty(60)day period,City shall no longer have the right to terminate this Lease on account of such default. Additionally,because this Lease is being entered into for use by the Pinnacle Property, in each case after written notice to Tenant, the City may terminate this Lease at any time (i) if the Pinnacle Property, for a period of sixty (60) consecutive days, after written thirty (30) days prior written notice to Tenant, is no longer used as either a residential or retail property; (ii) if all or a substantial portion the Pinnacle Property is demolished, destroyed, or altered by Tenant or Tenant Affiliate in such a way that no longer allows it to be operated for residential or retail purposes, and Tenant has not, within thirty (30) days after Tenant's receipt of notice from City, notified City of Tenant's intention to restore the Pinnacle Property; or (iii) Tenant abandons or vacates all or a substantial portion of the Premises for more than ninety(90)consecutive days,and fails to remedy same within thirty (30) days after Tenant's receipt of written notice thereof from City. 11.2 Termination by Tenant. After twenty (20) years, this Lease may be terminated by Tenant at any time without cause after providing the City 180 days' notice of Tenant's intention to terminate this Lease. 11.3 Termination by Agreement of the Parties. Subject to the other provisions hereof, the Parties may agree at any time to terminate this Lease. Any agreement to terminate must be written and signed by an authorized representative of both Parties and shall specify a termination date. 11.4 No Refund of Rent Upon Termination.Any Rent paid under this Lease will not be refunded upon termination of the Lease no matter the reason for termination. Any fees or outstanding Rent due upon termination of the Lease shall be paid immediately by Tenant upon receipt of notice to terminate. Page 15 of 29 11.5 Surrender. Upon termination of this Lease or upon expiration of the Term, Tenant shall vacate the Premises and surrender Premises to City in a condition substantially similar or better than when Tenant began occupying the Premises, subject to any reasonable wear and tear based on the age of the Premises. All such alterations,additions,improvements,and fixtures shall remain upon and be surrendered with the Premises as a part thereof at the termination of this Lease. All of Tenant's personal property shall be removed from the Premises upon expiration or termination of this Lease. 11.6 Right of Re-Entry. In the event of Tenant's default of any provision of this Lease, after the giving of all required notices and the expiration of all grace and/or cure periods set forth in this Lease, City may elect to enter and repossess the Premises immediately, holding Tenant liable for any damages for all reasonable expenses incurred in any such repossession, provided, however, Tenant shall not be liable for any costs, damages or expenses incurred by City after any such repossession. If City shall elect, as a result of any event of default, to reenter the Premises, City shall not be liable to Tenant for any damages by reason of such entry. ARTICLE 12—NOTICES 12.1 Notices. Any notice pursuant to this Lease shall be given in writing by (i)personal delivery, or (ii) reputable overnight delivery service with proof of delivery, or (iii) United States Mail, postage fully prepaid, registered or certified mail, return receipt requested, or (iv) by electronic mail and followed by written notice outlined above, sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given either at the time of electronic mail receipt, personal delivery or, in the case of expedited delivery service or mail.Unless changed in accordance with the preceding sentence,the addresses for notices given pursuant to this Lease shall be as follows: If to City: City of Fort Worth Attn: Assistant City Manager Over Property Management 200 Texas Street Fort Worth, Texas 76102 Email:jesus.chapa@fortworthtexas.gov With Copy to: City Attorney's Office City of Fort Worth Attn: Jessica Sangsvang 200 Texas Street Fort Worth, Texas 76102 Email: Jessica.Sangsvang@fortworthtexas.gov City of Fort Worth Property Management Office 900 Monroe Street Fort Worth, Texas 76102 Page 16 of 29 If to Tenant: BW Lancaster Parking LLC 192 Lexington Avenue, Suite 901 New York,NY 10016 Attn: Gideon Z. Friedman and Charles D. Rubenstein Email: gfriedman@beachwold.com and crubenstein@beachwold.com ARTICLE 13—HOLDING OVER 13.1 Holdover. Tenant shall deliver and surrender to City possession of the Premises upon the expiration or earlier termination of the Lease, in good condition and repair(ordinary wear and tear and damage by fire and other perils covered by standard fire and extended coverage insurance only excepted)free of debris and litter. Should Tenant or any party claiming under Tenant remain in possession of all or any part of the Premises after any expiration or earlier termination of this Lease, no tenancy or interest in the Premises shall result therefrom but such holding over shall be an unlawful detainer and all such parties shall be subject to immediate eviction and removal, and Tenant shall pay City, without demand, a sum equal to 150%of the Rent as specified herein then payable at the time of expiration or earlier termination of this Lease, for any period during which Tenant shall hold the Premises after the stipulated Term shall have terminated. ARTICLE 14—INVALID PROVISIONS 14.1 Unenforceable or Inapplicable Provisions. If any provision hereof is for any reason unenforceable or inapplicable, the other provisions hereof will remain in full force and effect in the same manner as if such unenforceable or inapplicable provision had never been contained herein. ARTICLE 15—LEASEHOLD MORTGAGES 15.1 Leasehold Mortgages Authorized. Notwithstanding anything to the contrary contained herein, Tenant will be entitled, at any time and from time to time, without the City's consent, and on terms and conditions determined by Tenant to be appropriate,to mortgage,pledge,grant deed(s) of trust, or otherwise encumber all or any portion of the leasehold estate created hereby and all or any portion of the right, title, and interest of Tenant under this Lease (including Tenant's interest in the Premises), and to assign, hypothecate, or pledge it as security for the payment of any debt to any holder of a promissory note or other evidence of indebtedness (any such notes,mortgages, deeds of trust, and other documents evidencing and securing such loans hereinafter referred to as a"Leasehold Mortgage"and the holder(s) of a Leasehold Mortgage as a"Leasehold Mortgagee"), all of which shall be subordinate to the City's interest under this Lease. After the execution and recordation of any Leasehold Mortgage, Tenant or the Leasehold Mortgagee must notify the City in writing that a Leasehold Mortgage has been given and executed by Tenant and must furnish the City with the address to which copies of notices should be mailed. The City agrees that it will thereafter give to the Leasehold Mortgagee, at the address so given, Page 17 of 29 duplicate copies of any and all notices in writing that the City may from time to time give or serve upon Tenant under and pursuant to the terms and provisions of this Lease. No Leasehold Mortgagee will be or become liable to the City as an assignee of this Lease or otherwise until it expressly assumes such liability in writing,and no assumption may be inferred or result from foreclosure or other appropriate proceedings in the nature thereof, or, as the result of any other action or remedy provided for by any Leasehold Mortgage or other instrument executed in connection with the Leasehold Mortgage or from a conveyance from Tenant pursuant to which the purchaser at foreclosure (or grantee or transferee in lieu thereof) acquires the rights and interests of Tenant under the terms of this Lease, provided the obligations of Tenant are fulfilled in accordance with the terms hereof. City agrees that upon the occurrence of a default or event of default under any Leasehold Mortgage or this Lease by Tenant, Leasehold Mortgagee may (but shall not be obligated to) assume, or cause a new lessee or purchaser of the leasehold estate created hereby to assume, all the interests, rights and obligations of Tenant thereafter arising under this Lease; provided, however, that any new lessee or purchaser of the leasehold estate is approved by the City's City Council, and that any defaults by Tenant must be cured pursuant to this Lease as herein provided (other than any such default related to (i) the institution of bankruptcy or insolvency proceedings with respect to Tenant, (ii) the appointment of a receiver or trustee for the whole or any part of Tenant's property, (iii) the dissolution or winding up, in whole or in part, of Tenant, or (iv) any other default of Tenant which is personal thereto and not susceptible of being cured by a Leasehold Mortgagee). Notwithstanding the foregoing, City hereby acknowledges and agrees that in the event of a foreclosure of its Leasehold Mortgage (or deed in lieu thereof) covering Tenant's leasehold interest in the Premises, Goldman Sachs Bank USA, a New York State-Chartered Bank, together with its successors and assigns as holders of a security interest in the leasehold estate owned by Tenant pursuant to the terms of this Lease or their subsidiaries (in such capacity, the "Successor Tenant"), shall have the right to assume Tenant's interest in the Lease, provided that notice of any such assumption is provided to the City prior to the assumption. Any subsequent transfer of the interest in the Lease shall be subject to approval by City's City Council except to the extent any party that acquires the leasehold interest in the Premises from Successor Tenant is an Acceptable Replacement Tenant (as hereinafter defined) in which case an Acceptable Replacement Tenant may acquire the leasehold interest in the Premises without the City's consent so long as notice of such assumption is provided to the City prior to assumption. The City's request for City Council approval will include the option for the Successor Tenant to have the right to sell and assign the leasehold estate created hereby(or portion thereof),without necessity of any further consent of, approval by or notification to City or the City's City Counsel. City expressly acknowledges Goldman Sachs Bank USA, a New York State-Chartered Bank, together with its successors, assigns and designees, as a Leasehold Mortgagee hereunder entitled to all of the benefits afforded by such designation in accordance with the terms hereof. The City hereby agrees to provide notice of any default or event of default by Tenant under this Lease to each Leasehold Mortgagee whose name and address has been provided to it and is designated as Leasehold Mortgagee pursuant to this Article 15 and acknowledges that no notice of default or termination shall be effective against a Leasehold Mortgagee unless such notice is actually given to Leasehold Mortgagee as provided for herein. In the event of any default or event of default by Tenant(after exhaustion of any cure periods set forth herein), City shall refrain from exercising any remedy Page 18 of 29 with respect to such default or event of default unless and until (i) with respect to any default concerning the obligation to pay Rent, City shall give a further written notice thereof to Leasehold Mortgagee and such default remains uncured at the expiration of thirty (30) days after Leasehold Mortgagee's receipt of City's further written notice of such default; and (ii) with respect to any other default, City shall give a further written notice thereof to Leasehold Mortgagee and such default remains uncured at the expiration of sixty (60) days after Leasehold Mortgagee's receipt of City's further written notice of such default; provided, however, that if such default cannot with diligent efforts be cured by Leasehold Mortgagee without Leasehold Mortgagee obtaining possession of the Premises, such sixty (60) day cure period shall not commence until Leasehold Mortgagee obtains possession of the Premises, as long as all Rent payments are made and all other defaults which reasonably can be cured by Leasehold Mortgagee without Leasehold Mortgagee obtaining possession of the Premises are so cured, and provided that Leasehold Mortgagee commences to exercise any rights to obtain possession or to effect foreclosure, and diligently pursues the exercise of such rights thereafter. Notwithstanding anything herein to the contrary, if any default by the Tenant is of such a nature that it reasonably cannot be cured by Leasehold Mortgagee, or reasonably cannot be cured by Leasehold Mortgagee without Leasehold Mortgagee obtaining possession of the Premises, City will not terminate the Lease as long as all Rent payments are made and all other defaults which reasonably can be cured by Leasehold Mortgagee without Leasehold Mortgagee obtaining possession of the Premises are so cured. Upon Leasehold Mortgagee obtaining possession of the Premises, any such non-curable defaults of Tenant shall be waived by City. City agrees to accept performance by Leasehold Mortgagee of any covenant, condition or agreement on Tenant's part to be performed under this Lease (whether prior to or after any default by Tenant)with the same force and effect as though performed by Tenant. In addition, Leasehold Mortgagee may exercise any and all rights of Tenant under the Lease, including, but not limited to, any purchase option to which the Tenant is now or hereafter entitled under the Lease, including the right of first refusal set forth in Section 19.1 hereof. It is understood that Leasehold Mortgagee is not obligated to cure defaults by Tenant under this Lease. As used herein, "Acceptable Replacement Tenant" shall mean any party which meets the following criteria: (i) either itself or its principal owners shall have a demonstrated ability and experience or, if a pension fund, through its investment adviser or its proposed property manager, in the ownership and management of commercial properties and a net worth of at least $750,000.00; (ii)evidence that such party and its principal owners shall be free of(a) any pending or existing bankruptcy, reorganization or insolvency proceedings in which such parry or its principal owners is or was debtor or any prior matters as described in this item during the prior seven (7) year period (unless the City waives this requirement), (b) any past or present felony criminal proceedings or conviction, (c)any present litigation or judgments which would materially or adversely impact its ability to perform its obligations under this Lease, and (d) any prior or existing materially adverse dealings with the City; and (iii) compliance with all Federal Trade Embargos (as hereinafter defined) in all material respects. As used herein, "Federal Trade Embargos" mean any federal law imposing trade restrictions, including (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended); (ii) the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seg, as amended); (iii) Executive Order 13224; and(iv) the PATRIOT Act. Page 19 of 29 15.2 New Parking Garage Lease. Notwithstanding any contrary provision hereof, upon termination of this Lease for any reason(including,without limitation, bankruptcy of Tenant or to the extent the Lease is rejected in bankruptcy by Tenant) other than by expiration of the Term, Leasehold Mortgagee shall have the exclusive right and option, exercisable by delivery of notice to City within thirty (30) days following receipt by Leasehold Mortgagee of notice from City of the termination hereof with any such notice from City advising Leasehold Mortgagee of such termination or rejection and expressly referring to the new lease rights of Leasehold Mortgagees hereunder, to elect to receive, in its own name or an affiliate or designee, from City a new parking garage lease (the "New Lease") for the Premises for the unexpired balance of the Term of this Lease. The New Lease will be on the same terms and conditions as herein provided and executed to be effective as of the date of termination or rejection of this Lease. City shall provide written notice to Leasehold Mortgagee within twenty (20) days of any termination or rejection hereof. Leasehold Mortgagee shall be entitled to receive a New Lease only if Leasehold Mortgagee shall cure any defaults by Tenant hereunder as of the execution of such New Lease(other than any such default related to(i)the institution of bankruptcy or insolvency proceedings with respect to Tenant, (ii)the appointment of a receiver or trustee for the whole or any part of Tenant's property, (iii)the dissolution or winding up, in whole or in part, of Tenant, or(iv) any other default of Tenant which is personal thereto and not susceptible of being cured by a Leasehold Mortgagee). To the extent Leasehold Mortgagee cures any defaults which are capable of being cured in accordance with the terms of this Lease, any defaults which are personal to Tenant and cannot be cured by Leasehold Mortgagee(for example, Tenant's bankruptcy,use of a required or specific name,violations under Section 6.3 herein, etc.) shall be waived by City. It is understood that Leasehold Mortgagee is not obligated to cure defaults by Tenant under this Lease. After any termination of this Lease after which Leasehold Mortgagee has the right to obtain a New Lease as provided in this Section 15.2, for so long as Leasehold Mortgagee has such right, City shall not terminate any subleases or the rights of any sublessee except in the case of a default under any such sublease. During said time period City will not collect or receive rents from any subtenant, provided, if any such payments are made to City, they shall be remitted to Leasehold Mortgagee. 15.3 Bankruptcy; Automatic Stay. If, during the period described in Sections 15.1 and 15.2 above, Leasehold Mortgagee shall be precluded by the bankruptcy laws of the United States or by process or issue of any court having jurisdiction in connection with any bankruptcy, insolvency or other similar proceeding, from commencing and pursuing to completion all necessary steps and proceedings required for the foreclosure or transfer in lieu of foreclosure of the Leasehold Mortgage,then City shall extend said period so long as may reasonably be required,provided that Leasehold Mortgagee is diligently and in good faith exerting all reasonable efforts to obtain an appropriate release from any applicable court order or restraint, and further provided that upon such release, Leasehold Mortgagee shall in good faith immediately commence and diligently pursue to completion all steps and proceedings for consummation of such foreclosure. In the event City becomes the subject of a case under the U.S. Bankruptcy Code (or any other or successor law providing similar relief), and City or any trustee of City rejects or seeks authority to reject the Lease under 11 U.S.C. Section 365 (or any other or successor provision permitting any similar relief): (i)the Tenant shall elect, and hereby does elect,without further act, unless Leasehold Mortgagee consents in writing to any other election, to remain in possession for Page 20 of 29 the balance of the Term of the Lease and any renewal or extension thereof, pursuant to 11 U.S.C. Section 365(h)(and any other successor provision permitting a similar election); (ii)any purported election by the Tenant to treat the Lease as terminated shall be void and of no effect, unless Leasehold Mortgagee consents in writing thereto; and(iii)the lien of the Leasehold Mortgage shall not be impaired by such rejection. In the event that the Tenant becomes the subject of a case under the U.S. Bankruptcy Code (or any other law providing similar relief), City shall give prompt notice to Leasehold Mortgagee of any notice it receives of a request by the Tenant or any trustee of the Tenant for authority to reject the Lease. The City acknowledges and agrees that any such rejection of the Lease shall have no effect upon the continued existence of the leasehold estate created hereby or the Leasehold Mortgage. 15.4 Limit on Leasehold Mortgagee's Liability. Except as provided below, Leasehold Mortgagee shall not be liable to perform Tenant's obligations under this Lease until Leasehold Mortgagee acquires Tenant's rights by foreclosure or by transfer in lieu of foreclosure, provided, however,Leasehold Mortgagee shall be required to cure Tenant's defaults under this Lease (other than any such default related to (i) the institution of bankruptcy or insolvency proceedings with respect to Tenant, (ii)the appointment of a receiver or trustee for the whole or any part of Tenant's property,(iii)the dissolution or winding up,in whole or in part,of Tenant,or(iv) any other default of Tenant which is personal thereto and not susceptible of being cured by a Leasehold Mortgagee) occurring before its acquisition of the Premises by foreclosure or transfer in lieu of foreclosure after it acquires the Premises pursuant to such foreclosure or transfer in lieu of foreclosure as contemplated by Sections 15.1 and 15.2. Upon Leasehold Mortgagee obtaining possession of the Premises, any non-curable defaults of Tenant shall be waived by City. It is understood that Leasehold Mortgagee is not obligated to cure defaults by Tenant under this Lease with respect to this Section 15.4. After acquiring Tenant's rights by foreclosure or transfer in lieu of foreclosure, Leasehold Mortgagee shall, subject to the provisions of this Article 15, be liable to perform Tenant's obligations under this Lease only until Leasehold Mortgagee transfers or assigns the leasehold estate to a person which expressly assumes the obligations of Tenant under this Lease, and such liability of Leasehold Mortgagee shall terminate upon such transfer or assignment for obligations first accruing from and after the date of such transfer or assignment. No holder of a Leasehold Mortgage shall acquire greater rights or interest than Tenant has under this Lease. 15.5 No Voluntary Cancellation. No voluntary cancellation, termination or surrender of this Lease by Tenant shall bind any Leasehold Mortgagee if done without the prior written consent of such Leasehold Mortgagee. 15.6 Requirements for Transferee. Except as set forth in Section 15.1,no purchaser or transferee at any foreclosure sale, transfer in lieu thereof or other transfer authorized by law or this Lease of Tenant's interest shall acquire any right, title or interest in or to Tenant's interest in the Premises unless(i) said purchaser or transferee shall,in the instrument transferring the same or immediately after acquiring the same,assume and agree to keep,observe and perform all of the terms,covenants and provisions of this Lease on the part of Tenant to.be kept, observed and performed (including the obligation to cure defaults arising prior to such assumption); provided, however, Leasehold Mortgagee's obligations upon its acquisition of Tenant's rights shall be subject to the terms of this Page 21 of 29 Article 15, (ii) said purchaser or transferee is approved by the City's City Council to the extent required herein, and (iii) a duplicate original of said assumption agreement, duly executed and acknowledged by said purchaser or transferee, shall be delivered to City promptly following the consummation of such sale or transfer. 15.7 Fee Mortgage. This Lease and the right, title, and interest of the Tenant and Leasehold Mortgagee and any other holder or beneficiary of a mortgage or deed of trust encumbering Tenant's leasehold estate created hereby (including, without limitation, the right of any Leasehold Mortgagee to enter into a New Lease) shall be superior to any deed of trust or other security instrument now or hereafter placed on City's fee interest in the Premises by City and to all advances made thereunder and to all renewals, modifications, consolidations, replacements and extensions thereof.If any holder of any mortgage,indenture,deed of trust or other similar instrument succeeds to City's interest in the Premises, Tenant will pay to such holder all Rent payable to City which is subsequently payable under this Lease. Tenant shall, upon request of such person succeeding to the interest of City, automatically become the tenant of, and attorn to, such successor-in-interest without changing this Lease. Upon request by City or such successor-in-interest, Tenant will execute, acknowledge and deliver an instrument or instruments confirming the attornment. Upon the request of the Tenant, or any Leasehold Mortgagee, the City shall obtain an agreement in recordable form in which the holder of any fee mortgage acknowledges that such fee mortgage is subordinate to the Lease and to the rights of the Tenant and to each such Leasehold Mortgagee as set forth above. 15.8 No Merger. There shall be no merger of this Lease or the leasehold estate hereunder with the fee estate in the Premises by reason of the fact that this Lease or the leasehold estate hereunder may be held, directly or indirectly, by or for the account of any entities who hold the fee estate. No such merger shall occur unless all entities having an interest in the fee estate and all entities (including Leasehold Mortgagee) having an interest in the New Lease or the leasehold estate hereunder join in a written statement effecting such merger and duly record the same. 15.9 Damage, Destruction, or Condemnation. Notwithstanding anything to the contrary contained herein, City acknowledges that, in the event of damage to the improvements on the Premises due to casualty or condemnation, the casualty insurance proceeds (to the extent any related insurance is being maintained by Tenant) or condemnation proceeds, as the case may be, may be required by Leasehold Mortgagee to be applied to reduce the then balance of any indebtedness or may be required by Leasehold Mortgagee to be used for, and used by the Tenant for, restoration of the improvements on the Premises, to the extent applicable. In the event of a taking by condemnation, or transfer in lieu thereof, of all or any portion of the Premises, or any interest therein, as between City and Leasehold Mortgagee, Section 6.7 shall control. 15.10 Amendment or Modification. This Lease may not be modified or amended without the prior written consent of Leasehold Mortgagee. 15.11 Additional Provisions. To the extent Leasehold Mortgagee requests revisions to the Lease, including the provisions of this Article 15, the City and Tenant agree to reasonably accommodate such revisions to the extent they are consistent with commercially reasonable lending standards, subject to any required approval of the City's City Council of the amendment. Page 22 of 29 15.12 Estoppel Statements. Within ten (10) days after request by Leasehold Mortgagee, from time to time made, City will execute and deliver to Leasehold Mortgagee or to such other person or entity as may be specified by Leasehold Mortgagee an estoppel certificate containing such information concerning the Lease as Leasehold Mortgagee may reasonably request. ARTICLE 16—AUDIT 16.1 City's Right to Audit. Tenant agrees that City shall, until the expiration of three (3) years after final payment under this Lease, or the final conclusion of any audit commenced during the said three (3) years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records,of Tenant involving transactions relating to this Lease at no additional cost to City. Tenant agrees that City shall have access during normal working hours to all necessary Tenant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Section. The City shall give Tenant not less than ten (10) days' written notice of any intended audits. Tenant shall require an audit provision similar to this Section in favor of City in any and all contracts, subleases, or other agreements executed related to the use of the Premises. ARTICLE 17—CITY'S FISCAL FUNDING OUT 17.1 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due by City hereunder, City will notify Tenant in writing of such occurrence and Tenant shall be allowed to take over any obligation City may have under this Lease for which no funds or insufficient funds have been identified. Upon Tenant's receipt of such written notice, Tenant may request City approve the right to offset all such costs incurred by Tenant against Rent due under this Lease. Should Tenant elect not to assume such obligations,this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. ARTICLE 18—DAMAGE TO PREMISES 18.1 Casualty. "Casualty" shall mean a loss or damage caused by fire or other casualty. If a Casualty partially damages or destroys the Parking Garage or the Premises, unless financially infeasible in the City's sole discretion, City shall diligently proceed to repair and restore fully, at its own cost, the structural elements of the Parking Garage or the Premises substantially to their condition before the Casualty. Due allowance, however, shall be given for the time required to adjust and settle insurance claims, and for such other delays as may result from government restrictions, any controls on construction, and for strikes, emergencies, and other conditions beyond City's reasonable control. Tenant shall diligently proceed to repair and restore fully, at Tenant's sole cost, the improvements and personal property located in, or alterations made to, the Premises (except the structural elements of the Premises), which are owned by or are the responsibility of Tenant pursuant to the terms of this Lease,to their condition existing before their damage or destruction; provided, however, that failure by Tenant to maintain its insurance coverage as required by this Lease shall not excuse Tenant from its repair and restoration obligations. If reconstruction of the Parking Garage is deemed financially infeasible by City, this Page 23 of 29 Lease shall terminate thirty (30) days after City provides written notice. In such event, neither party shall have a cause of action against the other for monetary damages. Notwithstanding the foregoing, in the event that a parking garage or parking facility is subsequently constructed in the same location as the destroyed Parking Garage, Tenant shall be entitled to lease the same number of spaces in such garage or facility as it currently leases under this Lease on generally the same terms and conditions. ARTICLE 19 —SALE OF PREMISES BY CITY 19.1 City's Right to Sell Premises. City shall at any and all times have the right to sell the Premises, subject to this Lease, provided that the City shall use its best efforts to preserve the tax exempt status of the Premises in structuring any such sale. City shall give Tenant the first right of refusal to purchase the Premises, subject to any applicable laws pertaining to the City's ability to sell the Premises and subject to approval by City's City Council. The purchase price for the Premises shall be no less than fair market value, unless otherwise required by law. If City intends to sell the Premises, it will provide Tenant ninety (90) days' notice. Tenant shall have such ninety (90) day period to negotiate and enter into a contract for purchase of the Premises with the City, or City shall be allowed to sell the Premises to any party. Should Tenant refuse to purchase or fail to timely respond and City conveys the Premises to another party, this Lease shall remain in effect and be assignable to the buyer. Notwithstanding the foregoing, any right of first refusal which the Tenant may have with respect to the leased premises is hereby subordinated to Leasehold Mortgagee's security interest in the leasehold estate created hereby, and the exercise of any such right of first refusal will not operate to defeat,render invalid, or extinguish Leasehold Mortgagee's lien on such leasehold estate. ARTICLE 20—WAIVER 20.1 No Waiver. No waiver of any covenant, condition, or legal right or remedy shall be implied by the failure of City to declare a default, or for any other reason, and no waiver of any condition or covenant shall be valid unless it is in writing signed by City. No waiver by City in respect to the waiver of a breach of any condition or covenant be claimed or pleaded to excuse a future breach of the same condition or covenant. No waiver of any default by Tenant shall be implied from any acceptance by City of any Rent or other payments due or by any omission by City to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any other default other than as specified in such waiver. 20.2 No Accord and Satisfaction. No payment by Tenant or receipt by City of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and City may accept such check or payment without prejudice to City's right to recover the balance of such Rent or pursue any other remedy provided for in this Lease or available at law or in equity. Page 24 of 29 ARTICLE 21 —MISCELLANEOUS 21.1 Remedies Cumulative. All rights, options, and remedies of City contained in this Lease 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. City shall have the right to pursue any one or all of such remedies that may be provided herein or by law or in equity. City shall have no duty to mitigate its damages under this Lease. 21.2 Rule of Construction. The Parties acknowledge that each Party has reviewed and revised this Lease, and the Parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any amendments or exhibits hereto. 21.3 Authority.Each person executing this Lease,by its execution hereof,represents and warrants that he is fully authorized to do so, and that no further action or consent on the part of the Party for whom it is acting is required to the effectiveness and enforceability of this Lease against such Party following such execution. 21.4 Counterparts. This Lease may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original, and all of which are identical. 21.5 Applicable Law, Place of Performance. THIS LEASE SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ALL OF THE OBLIGATIONS CONTAINED IN THIS CONTRACT ARE PERFORMABLE IN TARRANT COUNTY, TEXAS. 21.6 Venue. Venue of any action brought under this Lease shall be in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 21.7 Entire Agreement. This Lease and the exhibits attached hereto constitutes the entire agreement between City and Tenant, and there are no other covenants, agreements, promises, terms,provisions,conditions,undertakings,or understandings,either oral or written,between them concerning the Premises other than those herein set forth. No subsequent alteration, amendment, change, deletion or addition to this Lease shall be binding upon City or Tenant unless in writing and signed by both City and Tenant. 21.8 Headings. The headings, captions, numbering system, etc. are inserted only as a matter of convenience and may under no circumstances be considered in interpreting the provisions of this Lease. 21.9 Binding Effect.All of the provisions of this Lease are hereby made binding upon the personal representatives, heirs, successors, and assigns of both parties hereto. Where required for proper interpretation, words in the singular shall include the plural; the masculine gender shall include the neuter and the feminine, and vice versa. The terms "heirs, executors, administrators and assigns" shall include "successors, legal representatives and assigns." Page 25 of 29 21.10 Severability. If any clause or provision of this Lease is or becomes illegal, invalid or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during the Term, the intention of the parties hereto is that the remaining parts of this Lease shall not be affected thereby unless such invalidity is, in the sole determination of the City, essential to the rights of both parties, in which event City has the right, but not the obligation, to terminate the Lease on 10 days' written notice to Tenant. 21.11 Exhibits. All Exhibits attached hereto are deemed incorporated herein by reference as though made an integral part hereof. 21.12 Lease Memorandum. Tenant shall, at its sole cost and expense (including the payment of all recordation and transfer taxes), record a short form or memorandum of this Lease (but not the Lease itself) and,promptly provide City a recorded copy. 21.13 Governmental Powers. It is understood and agreed that by execution of this Lease, City does not waive or surrender any of its governmental powers or immunities. 21.14 Third Party Beneficiaries. Nothing contained in this Lease shall be construed so as to confer upon any other party the rights of a third party beneficiary except rights contained herein for the benefit of Leasehold Mortgagee or the Tenant Affiliate. 21.15 Force Majeure. 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. Notwithstanding anything herein contained to the contrary, the provisions of this Section 21.15 shall not be applicable to Tenant's obligations to pay Rent or any other sums,monies,costs,charges or expenses required to be paid by Tenant under this Lease. 21.16 Independent Contractor. It is expressly understood and agreed that Tenant shall perform its obligations and responsibilities hereunder as an independent contractor and not as an officer, agent, representative or employee of City; that Tenant shall have exclusive control of and the exclusive right to control the details of its obligations and responsibilities and all persons performing same; that Tenant 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 Tenant and that nothing herein shall be construed as creating a partnership or joint enterprise between City and Tenant. Any intention to create a joint venture or partnership relation between the parties hereto is hereby expressly disclaimed. 21.17 City Operating as Governmental Function. The Parties acknowledge that all references to "City"herein shall refer only to City in its capacity as landlord. The term"City" and the duties and rights assigned to it under this Lease,thus exclude any action, omission, or duty of City when performing its governmental functions. Any action, omission, or circumstance arising out of the performance of City of its governmental functions may prevent City from performing its obligations under this Lease and shall not cause or constitute a default by City under this Lease or Page 26 of 29 give rise to any rights or claims against City in its capacity as landlord, it being acknowledged that Tenant's remedies for any injury,damage,or other claim resulting from any such action,omission, or circumstances arising out of the governmental function of City shall be governed by the laws and regulations concerning claims against City as a charter city and a governmental authority. In addition, no setoff, reduction, withholding, deduction, or recoupment shall be made in or against any payment due by Tenant to City under this Lease as a result of any action or omission of City when performing its governmental functions. 21.18 Tenant Affiliate. Tenant Affiliate is a third party beneficiary of this Lease. Any right of use or occupancy by Tenant under this Lease may also be exercised by Tenant Affiliate. Any obligation or liability of Tenant under this Lease may be satisfied by Tenant Affiliate, provided, however, Tenant Affiliate shall have no obligation or liability with respect to any such obligations. IN WITNESS HEREOF, the Parties hereto have executed this Lease to be effective as of the Effective Date. CITY: City of Fort Worth By:_ 1 Jesus J. Chapa, Assistant City Manager TENANT: BW LANCASTER PARKING LLC, a Delaware limited liability company By: BW Lancaster LLC, its sole member By: Hidden/820 LLC, a Texas limited liability company, its sole member By: Siegen/Bluebonnet Apartments, LLC, a Louisiana limited liability company, its sole member By: Gideon Z. Friedman, managing member ADDITIONAL CITY OF FORT WORTH REQUIRED SIGNATURES: Contract Compliance Manager By signing, I acknowledge that I am the person responsible for the monitorin and administration of this contract, including ensuring all per rm ce and reporting requirements. Name < OFFICIAL RECORD Title: DomCITY SECRETARY Page 27 of 29 FT.WORTH,TX give rise to any rights or claims against City in its capacity as landlord,it being acknowledged that Tenant's remedies for any injury,damage,or other claim resulting from any such action,omission, or circumstances arising out of the governmental function of City shall be governed by the laws and regulations concerning claims against City as a charter city and a governmental authority. In addition, no setoff, reduction, withholding, deduction, or recoupment shall be made in or against any payment due by Tenant to City under this Lease as a result of any action or omission of City when performing its governmental functions. 21.18 Tenant Affiliate. Tenant Affiliate is a third party beneficiary of this Lease. Any right of use or occupancy by Tenant under this Lease may also be exercised by Tenant Affiliate. Any obligation or liability of Tenant under this Lease may be satisfied by Tenant Affiliate, provided, however,Tenant Affiliate shall have no obligation or liability with respect to any such obligations. IN WITNESS HEREOF, the Parties hereto have executed this Lease to be effective as of the Effective Date. CITY: City of Fort Worth By: Jesus J. Chapa, Assistant City Manager TENANT: BW LANCASTER PARKING LLC, a Delaware limited liability company By: BW Lancaster LLC, its sole member By: Hidden/820 LLC, a Texas limited liability company, its sole member By: Siegen/Bluebonnet Apartments, LLC, a Louisiana limited liability company, its sole member By: )� �--h Gideon i./Friedman, managing member ADDITIONAL CITY OF FORT WORTH REQUIRED SIGNATURES: 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. Name: Title: OFFICIAL RECORD CITY SECRETARY Page 27 of 29 FTG WORTH,TX APPROVED AS TO FORM AND LEGALITY: Jessica Sangs g Senior Assis City Attorney Form 1295: 2018-386739 ATTESTED BY: fOR ary kays r City Secreta ) M&C#L-16114 .......... . ��019- 33(A(-e o DATE: 5/1/18 As amended by: M&C # L-16130 `.)-DI DATE: 8/7/18 OFFICIAL RECORD CITY SECRETARY FT.(NORTH,TX Page 28 of 29 ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned authority,a Notary Public in and for the State of Texas, on this day personally appeared Jesus J. Chapa,Assistant City Manager of the City of Fort Worth,known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of said City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of aIll.i.� + 52018. 1W .- -- ---- - a , MARIA S.SANCHEZ Not Public in and for the State2y Texas 'r`• My Notary ID#2256490 •-rrF of;�+,,; Expires December 19,2021 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas,on this day personally appeared Gideon Z. Friedman, managing member of Siegen/Bluebonnet Apartments, LLC, a Louisiana limited liability company, the sole member of Hidden/820 LLC, a Texas limited liability company, the sole member of BW Lancaster LLC, known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of BW Lancaster LLC and that he executed the same as the act of said BW Lancaster LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2018. Notary Public in and for the State of Texas OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Page 29 of 29 ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned authority,a Notary Public in and for the State of Texas,on this day personally appeared Jesus J. Chapa,Assistant City Manager of the City of Fort Worth,known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of said City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2018. Notary Public in and for the State of Texas STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned authority,a Notary Public in and for the State of Texas, on this day personally appeared Gideon Z. Friedman, managing member of Siegen/Bluebonnet Apartments, LLC, a Louisiana limited liability company, the sole member of Hidden/820 LLC, a Texas limited liability company, the sole member of BW Lancaster LLC, known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of BW Lancaster LLC and that he executed the same as the act of said BW Lancaster LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2018. t; G1U1/yN �i,�� Notary Public in and for the to of Texas 01 �Q,� PUBLIC •;y� *: Exp.April 27,2019 ; QUEENS COUNTY So- 46 ''•''��9iF�F NE COQ; y �n„ LOFFICIAL RECORD ECRETARY Page 29 of 29 Hn TX Exhibit "A" Parking Garage Attached Draft Land Title Survey of Lot 34R,Block V,Daggett's Addition, dated June 1,2018,depicting the location of the parking garage improvements. iso, < it F) z sr I JJ H it dci't I Jj 4'2-R. - W I 5;51,w f 42.1f L tlil r t t tiqrt i iu'mls i-Nit • f�- T 4 A." 41 Isp wfi F tit Flu at 5f liffivi "Pli h I A 0 lilt ilm -1:ffi it 51 ell ill -41 mi. R 1 ti al ------------- 1 A THRQCKMnRTO.N MEET IOU I- LLCR., pp- ALT)AV/NS Land Title Survey Piburn & C01-111)<""Y, A T 7�1 Lot 34K,B Block „aam14.11 Da getts Addition "A? NY 21 Fort Worth,Tarrant County,Texas Exhibit Dog Park Being located on a portion of the Premises in the area adjacent to the Parking Garage L�LL ysl'/ "TIM, r sar18'SD'r Y!J♦li2' O � ,.,w.u«r r,•�4rnr .0 o A �. ,. � 4.t rw,,„�•r.vM 1• ,•� t�,ll:u:,r,S�rij 1 `! _ l + � 4 1 / 177 rY•r'L1...I.�J�{:.f41+5i �-• ,'�•'���-�+►• •y. :. , ,� +.•,ter+v++•�^+;'.. w,4 ML 214 W Exhibit"C" Parking Space Allocation Attached Pinnacle Bank Place—Parking Garage Map o V C14 EN B O r m ❑ Z P� Y Z Q � oU,W m LLI � Ll ❑ N �O W W _ w W Q' Z Y Y m Q V a a Y Z6 Q m W J V Q Z z ® N ® a0 GM .■ CAa 7 2 r � a � J O N C coZ C) W m v 0 U rn C7 Z N Z � s o� o 1$ N N O \ to In In 0LO I m ■ rn co v � ■ ® t� v v fn m ■ 4 ® m fn t ® r cn cn m ® � � ® O M W z C`J 0 ■ � 0 ❑ " W ■ a N ■ © '� U ■ ■ 0 � 0 ? z ■ ■ ❑ 2 Q ■ N N ■ ❑ - ■ N N ■ ® Go w U Ago Y Z a ® � Go ❑ ® coo co J ® °D °O z ® � ® ZEL ® N M On coLO ■O p� to cn 7U) W Q J U U Uaa UJ U Z W z J J a y C O E� n � o im ■ v �v C11 CO o � N r � � P— C C ■ cq CD LO � r C11QC9 ■ 'W^ V 0 ■ W ■ J Z ■ o ■ ■ OF ■ ■ OF S ■ � �° ■ ■ z z ■ °� � ■ ■ ■ in ■ `� ■ ■ ° W — U ■ ~ � ■ ■ C_ z z ■ � MIN o � N ■ N ■ ■ N p ■ LO C11 N N N N N ■■ ■ ■ ■■ ■■ ■ N W U Q a o N Z vi s E) N co N O \ N M N w A 1%C-4 N N N N N NN N N r C . . 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RECITALS: A. Central City Local Government Corporation ("CCLGC") is the former owner of fee simple title to that certain lot, tract or parcel of land located in the City, described on Exhibit A attached to this Agreement, together with all improvements thereon (the "Land"), and CCLGC conveyed the Land to the City pursuant to that certain Special Warranty Deed, dated May 8, 2018, recorded as Instrument No. D218099089 in the Official Public Records of Tarrant County, Texas. The City, and its successors and assigns, is the current owner of the Land ("Garage Owner"). B. Lancaster Corridor Redevelopment, LLC, ("Lancaster Corridor") is the owner of fee simple title to that certain lot, tract or parcel of land located in the City described on Exhibit B attached to this Agreement(the "Development Land"). C. Lancaster Corridor has developed a mixed use condominium on the Development Land that includes a residential apartment unit, a retail unit, and a bank unit (the "Bank Unit"), which is part of a Condominium under and pursuant to the Texas Uniform Condominium Act, Section 82.001, et seq., as amended, and Lancaster Corridor has, as Declarant (a) executed that certain Master Condominium Declaration for Pinnacle Bank Place Condominium, dated June 14, 2017, recorded as Instrument No. D217144284 in the Official Public Records of Tarrant County, Texas, as amended by that certain First Amendment to Master Condominium Declaration for Pinnacle Bank Place Condominium, dated June 30,2017,recorded as Instrument No. D217150043 in the Official Public Records of Tarrant County,Texas,as further amended by that certain Second Amendment to Master Condominium Declaration for Pinnacle Bank Place Condominium, dated June 1, 2018, recorded as Instrument No. D218128796 in the Official Public Records of Tarrant County,Texas,which was corrected by a Corrected Second Amendment to Master Condominium Declaration for Pinnacle Bank Place Condominium, dated July 19, 2018, recorded as Instrument No. D218161647 in the Official Public Records of Tarrant County, Texas, and (b) formed a condominium association pursuant to the Certificate of Formation and Bylaws of the association. D. Bank, and its successors and assigns, is the owner of the Bank Unit ("Bank Unit Owner"). E. The parking required for the Bank Unit and the area required for Bank's drive through location are located in a parking garage ("Parking Garage") located on the Land. F. Bank and CCLGC executed that certain Bank Parking and Facilities Easement Agreement, dated June 19, 2017, recorded as Instrument No. D217144283 in the Official Public Records of Tarrant County, Texas (the "Original Easement Agreement"), under which CCLGC granted to Bank as owner of the Bank Unit: (i) access to and an easement to park in certain designated spaces, and (ii) access to and an easement to use the drive through location in the Parking Garage as a condition to Bank's purchase of the Bank Unit from Lancaster Corridor. Amended and Restated Bank Parking and Facilities Easement Agreement—Page I G. The City, by its purchase of the Land, has agreed to take the Land subject to any and all provisions of the Original Easement Agreement, including all access and easements covering the easement areas shown on and described on Exhibit C attached to this Agreement. H. The City and Bank desire to amend and restate the Original Easement Agreement, such that from and after the date of this Agreement, certain rights, duties, and obligations of the City and Bank with respect to the Original Easement Agreement will be governed, controlled, and construed in accordance with the terms and provisions of this Agreement. I. Pursuant to Section 22 of the Original Easement Agreement,the Original Easement Agreement may be amended by a written instrument executed jointly by all of Bank Unit Owner, CCLGC, and first mortgage lienholders. Because the covenants of the Original Easement Agreement run with the land pursuant to Section 20 of the Original Easement Agreement, and because City is the current owner of the Land, the CCLGC is no longer required to execute this Agreement, thus allowing City to execute this Agreement in place of the CCLGC. J. As of the date of this Agreement the Land is not encumbered by any mortgage or deed of trust lien. The preceding Recitals are true and correct and form the basis for this Agreement. NOW, THEREFORE, for and in consideration of the mutual and dependent covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby covenant and agree as follows: 1. Recitals. The above recitals are true and correct and incorporated in this Agreement by reference as if fully set forth in this Agreement. 2. Parking Easement. Garage Owner hereby grants and conveys to Bank Unit Owner and the Benefited Users(hereinafter defined) a perpetual and non-exclusive easement appurtenant benefiting the Bank Unit and burdening the Land and the Parking Garage for parking of motor vehicles (the "Parking Easement") within the area (the "Parking Easement Area") shown on Exhibit C attached to this Agreement, for the benefit of the Bank Unit, Bank Unit Owner, and Bank Unit Owner's employees, customers, invitees, designees, or licensees who are using such Parking Easement Area or the Bank Drive Through Easement Area (hereinafter defined) in connection with the Bank Unit (collectively, the "Benefited Users"). Subject to the terms and conditions of this Agreement, each Benefited User has the non-exclusive right to park automobiles in the Parking Easement Area. Garage Owner reserves the right to grant other non-exclusive easements for parking of motor vehicles within the Parking Garage so long as the additional easements do not cover any of the Parking Easement Area. Garage Owner hereby grants to the Benefited Users the right of access through the driving lanes and ramp areas (up and down) as shown on Exhibit C attached to this Agreement (collectively, the "Driving Lanes.") to reach the Parking Easement Area. Nothing contained herein will be construed as creating any rights in or for the benefit of the general public except in relation to access through the Driving Lanes, as shown on Exhibit C attached to this Agreement. 3. Bank Drive Through Easement. Garage Owner hereby grants and conveys to Bank Unit Owner and the Benefited Users a perpetual and exclusive easement appurtenant benefiting Amended and Restated Bank Parking and Facilities Easement Agreement—Page 2 the Bank Unit and burdening the Land and the Parking Garage for the use of a drive through location for the Bank (the "Bank Drive Through Easement") within the area (the "Bank Drive Through Easement Area") shown on Exhibit C attached to this Agreement, for the benefit of the Bank Unit, Bank Unit Owner, and the Benefited Users. Subject to the terms and conditions of this Agreement, each Benefited User has the non-exclusive right to access and use the Bank Drive Through Easement Area. Nothing contained herein will be construed as creating any rights in or for the benefit of the general public except in relation to access through the Driving Lanes. 4. Access Easement. Garage Owner hereby grants and conveys to Bank Unit Owner for the use by any and all Benefited Users a perpetual easement appurtenant for non-exclusive ingress and egress to and from the Parking Easement Area and the Bank Drive Through Easement Area,over and across the Driving Lanes that are reasonably necessary to permit access to and from the Parking Easement Area and the Bank Drive Through Easement Area, subject to the terms and conditions of this Agreement. Such access will not interfere with or hinder the use of the Driving Lanes by Garage Owner and the other owners, tenants, or occupants of the Land or the Parking Garage, nor will Garage Owner, its employees, agents, contractors, supplier and representatives interfere with the Benefited Users' use under this Agreement. 5. Reservations of Garage Owner. Garage Owner reserves the right, subject to Bank Unit Owner's rights in Section 2 and Section 3 of this Agreement, to (i) grant to such parties as Garage Owner deems reasonably necessary licenses with respect to the Parking Garage and the Driving Lanes and all other common areas other than in the Parking Easement Area and the Bank Drive Through Easement Area; (ii) take such actions as Garage Owner may deem reasonably appropriate to discourage unauthorizcd parking in the Parking Easement Area; (iii) make alterations, additions and improvements to the Parking Garage and common areas; (iv) manage and control the Parking Garage in a first class manner consistent with parking garages in the City; (v) establish, modify and enforce reasonable rules and regulations with respect to the Parking Garage, the Driving Lanes, and other common areas; (vi) close, for no longer than 60 days, all or any portion of the Parking Garage, the Driving Lanes, or common areas for the purpose of making repairs, alterations, additions or improvements thereto, and (vii) install one or more controlled access devices, whether it be gates utilizing card keys or tokens or alternative systems, so long as Garage Owner or its subcontractors or affiliates bears all costs associated with the installation, maintenance and operation of such controlled access devices, and the installation and operation of such devices is in compliance with all applicable laws and ordinances and does not preclude or interfere with access to or use of the Parking Easement Area, the Bank Drive Through Easement Area or the Driving Lanes by Bank Unit Owner or Benefited Users to use such Parking Easement Area and Bank Drive Through Easement Area at all times, whether that be by provision of additional tokens, key cards or similar measures. Notwithstanding the foregoing, Garage Owner will have no rights to modify the Parking Garage, the Parking Easement Area, the Bank Drive Through Easement Area, the Driving Lanes, the common areas, or the rules and regulations to the extent that the same materially and adversely affect Bank Unit Owner, Benefited Users, or any party permitted to act under Bank Unit Owner, regarding the rights and benefits set forth in this Agreement. 6. Permitted Use. (a) Parking Garage. Bank Unit Owner and Benefited Users will have the right to use the Parking Garage only for the following purposes: (i) parking vehicles in the Amended and Restated Bank Parking and Facilities Easement Agreement—Page 3 reserved spaces by Bank Unit Owner and Benefited Users who are using such spaces in connection with the Bank Unit; (ii)temporary storage of repossessed vehicles for no longer than 30 consecutive days per vehicle; (iii) access to all of the reserved spaces through the Bank Drive Through Easement Area; and (iv) non-exclusive unimpaired pedestrian and vehicular access to and from the Parking Garage and to and from the reserved spaces. Bank Unit Owner and Benefited Users will have use of the Parking Garage 24 hours per day, seven days per week. Use of the Parking will also comply with the rules and regulations adopted pursuant to Section 9 of this Agreement. (b) Drive Through Spaces. Bank Unit Owner will have the right to install, at its sole cost and expense, two drive-up ATMs in the Bank Drive Through Easement Area and use the Bank Drive Through Easement Area for a drive through facility. Bank Unit Owner may also, at its sole discretion, use the Bank Drive Through Easement Area for parking for the benefit of the Bank Unit and Benefited Users. Bank Unit Owner may only permit parking or drive through banking on the Bank Drive Through Easement Area, and will not use or permit or suffer the use of the Bank Drive Through Easement Area or any part thereof, for any other purpose. If Bank Unit Owner uses the Bank Drive Through Easement Area for parking, Bank Unit Owner will strictly enforce parking capacity and weight load limits of the Parking Garage, and will ensure that vehicles are parking in the designated parking spaces only. Bank Unit Owner will not allow, place or install in the Bank Drive Through Easement Area any vehicle, combination of vehicles, or equipment that weigh in excess of the normal load-bearing capacity of the floors of the Parking Garage. Bank Unit Owner will have use of the Bank Drive Through Easement Area 24 hours per day, seven days per week. 7. Covenants of Garage Owner. Garage Owner hereby covenants to maintain the Land and the Parking Garage with at least the same number of parking spaces as set forth above. In the event of any act that in any manner reduces, by condemnation or otherwise, the Parking Easement Area then currently used by Benefited Users, Garage Owner will provide to Benefited Users parking spaces at another parking area owned by Garage Owner, or an affiliate of Garage Owner, with parking spaces substantially comparable in number of spaces, condition and repair, convenience (as to location) and safety to those spaces that are affected. 8. Compliance with Laws. Garage Owner and Benefited Users hereby agree to comply with all laws, ordinances, rules, and regulations pertaining to the Parking Garage, particularly those rules and regulations adopted pursuant to Section 9 of this Agreement. 9. Parking Operations. In order to provide for the orderly use of the Parking Garage, Garage Owner, or any manager or lessee designated by Garage Owner for such purpose, will have the right from time to time to develop, implement, and enforce reasonable rules and regulations for the use and care of the Parking Garage; provided, that Bank Unit Owner shall be notified in writing of the designated manager and lessee and such rules and regulations will not have a material or adverse effect on the Benefited Users. Upon adoption, Garage Owner, or the Manger's designated manager or lessee,will immediately furnish written copies of such rules and regulations to Bank Unit Owner. Bank Unit Owner shall, at its sole cost and expense, use commercially reasonable efforts to cause the Benefited Users to comply with such rules and regulations. Amended and Restated Bank Parking and Facilities Easement Agreement—Page 4 10. Obligations. (a) Maintenance. Garage Owner, or any manager or lessee designated by Garage Owner for such purpose, will maintain the Parking Garage in good repair, consistent with a Class A parking garage in the Fort Worth, Texas Central Business District, at Garage Owner's sole cost and expense. If the need for repair is caused by Bank Unit Owner or a Benefited User, Bank Unit Owner shall be responsible, at its sole cost and expense, for the repairs. (b) Utilities. Garage Owner, or any manager or lessee designated by Garage Owner for such purpose, is responsible for providing to the Parking Garage all utilities at Garage Owner's sole cost and expense and paying all usage charges for such utilities; provided, however, Bank Unit Owner will privately meter all electrical usage and pay the costs of all utilities for the use of the ATMs in the Bank Drive Through Easement Area. 11. Indemnity. (a) BANK UNIT OWNER WILL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS GARAGE OWNER, TOGETHER WITH ITS OFFICERS, DIRECTORS, EMPLOYEES, SERVANTS AND AGENTS (THE "INDEMNIFIED PARTIES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,DAMAGES, LOSSES. LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, (INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE PARKING GARAGE BY BANK UNIT OWNER, THE BENEFITED USERS, AND ANY OTHER PARTY; (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF BANK UNIT OWNER OR ANY BENEFITED USER OR CONTRACTOR OF BANK UNIT OWNER, OR ANYONE THAT BANK UNIT OWNER CONTROLS OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF BANK UNIT OWNER UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF ANY INDEMNIFIED PARTIES. THE ONLY LIABILITIES WITH RESPECT TO WHICH BANK UNIT OWNER'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTIES. IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST ANY INDEMNIFIED PARTIES IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, THEN BANK UNIT OWNER, ON NOTICE FROM GARAGE OWNER, WILL DEFEND SUCH ACTION OR PROCEEDING,AT BANK UNIT OWNER'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO GARAGE OWNER. THE PROVISIONS OF THIS PARAGRAPH WILL APPLY TO ALL ACTIVITIES OF BANK UNIT OWNER WITH RESPECT TO THE USE AND Amended and Restated Bank Parking and Facilities Easement Agreement—Page 5 OCCUPANCY OF THE PARKING GARAGE, WHETHER OCCURRING BEFORE OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT AND BEFORE OR AFTER THE TERMINATION OF THIS EASEMENT. (b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS ARTICLE 10, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND WILL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION WILL CONTINUE IN FULL FORCE AND EFFECT. (c) ANY LIABILITY OF BANK UNIT OWNER TO THE INDEMNIFIED PARTIES UNDER THE PROVISIONS OF THIS SECTION 11 WILL BE STRICTLY LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES IN FORCE AND WHICH COVER BANK UNIT OWNER; SO LONG AS BANK UNIT OWNER MAINTAINS UMBRELLA COVERAGE FOR COMMERCIAL GENERAL LIABILITY IN AT LEAST THE AMOUNT OF $10,000,000. 12. Waiver of Liability. NO INDEMNIFIED PARTIES WILL BE LIABLE IN ANY MANNER TO BANK UNIT OWNER, THE BENEFITED USERS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE PARKING GARAGE BY ANY OF THEM, FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ONE OR MORE INDEMNIFIED PARTIES. IN NO EVENT WILL ANY INDEMNIFIED PARTIES BE LIABLE IN ANY MANNER TO BANK UNIT OWNER OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF BANK UNIT OWNER, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE PARKING GARAGE BY ANY OF THEM. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE PREMISES, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE WILL BE AT THE RISK OF BANK UNIT OWNER OR BENEFITED USERS ONLY, AND NO INDEMNIFIED PARTIES WILL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF BANK UNIT OWNER, THE BENEFITED USERS, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO CONTRACTORS, SUBCONTRACTORS, OR EMPLOYEES OF GARAGE OWNER OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE, EVEN IF DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNIFIED PARTY. 13. Insurance. (a) Commercial General Liability Insurance. Garage Owner will cause to be maintained at all times commercial general liability insurance insuring Garage Owner and Bank Unit Owner against all claims or demands for personal injuries to, or death of, any person, and damage to or destruction or loss of property, that may be claimed to have Amended and Restated Bank Parking and Facilities Easement Agreement—Page 6 occurred on the Land or Parking Garage at the sole cost and expense of Garage Owner or its lessee. The policies shall cover such risks and be in such amounts as Garage Owner from time to time may reasonably determine to be necessary, but in any event with a combined single limit for bodily injury and property damage per occurrence of not less than Two Million Dollars ($2,000,000.00). Garage Owner's insurance will be issued by an insurer licensed to business in the State of Texas and will contain a waiver of subrogation endorsement. Garage Owner will deliver to Bank Unit Owner certificates of such insurance coverage and evidence of payment of all premiums promptly upon demand by Bank Unit Owner, which certificates show Bank Unit Owner as an additional insured and will provide that no cancellation, reduction in amount, or material change in coverage will be effective until at least 30 days after receipt of written notice by Bank Unit Owner. Bank Unit Owner may carry additional insurance in its sole and absolute discretion. (b) Property Insurance. During the term of this Agreement, Garage Owner will maintain in force, at its sole cost and expense, insurance, or self-insure, against all risks of direct physical loss to the Parking Garage, in an amount equal to the full replacement value of the Parking Garage. (c) Assignment of Obligation. Garage Owner may assign its insurance obligations under this Section 13 to any tenant who leases the entirety of the Parking Garage, whether under a single lease or multiple leases. 14. Damage to Parking Garage. (a) If a loss or damage caused by fire or other casualty ("Casually") partially damages or destroys the Parking Garage, the Parking Easement Area, the Bank Drive Through Easement Area or the Driving Lanes, except as set forth in Section 14(b) of this Agreement, Garage Owner will diligently proceed to repair and restore fully, at its own cost, the structural elements of the Parking Garage, the Parking Easement Area, the Bank Drive Through Easement Area or the Driving Lanes substantially to their condition before the Casualty. Due allowance, however, will be given for the time required to adjust and settle insurance claims, and for such other delays as may result from government restrictions, any controls on construction, and for strikes, emergencies, and other conditions beyond Garage Owner's reasonable control . (b) If the Parking Garage or any part of it or any appurtenance to it is so damaged by fire, casualty or structural defects that the Parking Garage cannot be used for Bank Unit Owner's purposes, then Garage Owner will diligently proceed to rebuild the Parking Garage, at its sole cost and expense, substantially to the condition existing before the Casualty. Due allowance, however, will be given for the time required to adjust and settle insurance claims, and for such other delays as may result from government restrictions, any controls on construction, and for strikes, emergencies, and other conditions beyond Garage Owner's reasonable control . 15. Condemnation. (a) If all or any part of the Parking Easement Area, the Bank Drive Through Easement Area or the Driving Lanes are taken or condemned either permanently or Amended and Restated Bank Parking and Facilities Easement Agreement—Page 7 temporarily for any public or quasi-public use or purpose by any competent authority in appropriation proceedings or by any right of eminent domain (including sale under threat of such a taking) (a "Taking"), then in any such event, but subject to the provisions of Section 15(b) of this Agreement regarding repair and restoration, the entire compensation award therefor, including, but not limited to, all damages as compensation for diminution in value of the easement interest created hereby, reversion, and fee, will belong to Garage Owner without any deduction therefrom for any present or future estate of Bank Unit Owner. Bank Unit Owner hereby assigns to Garage Owner all its right, title, and interest in and to any such award. The easements under this Agreement will end as of the date of the Taking. If less than substantially the entire Parking Easement Area, the Bank Drive Through Easement Area or the Driving Lanes is the subject of a Taking, the easements in this Agreement will continue in full force and effect. Notwithstanding the foregoing, if a Taking occurs of so substantial a part of the Parking Easement Area, the Bank Drive Through Easement Area or the Driving Lanes that Garage Owner and Bank Unit Owner conclude that it is impracticable to continue to operate the Parking Easement Area and the Bank Drive Through Easement Area, then the easements in this Agreement may be mutually terminated by Garage Owner and Bank Unit Owner. (b) All damages in the event of any Taking related to the Parking Easement Area or the Bank Drive Through Easement Area or the Driving Lanes are to be equitably divided between the Garage Owner and Bank Unit Owner based on the respective real property interests in the Parking Easement Area, the Bank Drive Through Easement Area or the Driving Lanes whether such damages are awarded as compensation for diminution in value of the property, reversion, or fee of the Parking Easement Area, the Bank Drive Through Easement Area and the Driving Lanes, and Bank Unit Owner will have the right to claim and recover from the condemning authority, or Garage Owner, if the condemning authority does not award damages to Bank Unit Owner, such compensation as may be separately awarded or recoverable by Bank Unit Owner in Bank Unit Owner's own right on account of any and all damage to Bank Unit Owner's business by reason of the Taking and for or on account of any cost or loss that Bank Unit Owner might incur in removing Bank Unit Owner's merchandise, furniture, fixtures, leasehold improvements and equipment, even if Garage Owner's award is reduced thereby. 16. Subordination. Any mortgage, deed of trust, ground lease, or other lease hereafter granted or entered into with respect to the Land or the Parking Garage will be subject, subordinate, and inferior to the easements, rights, benefits, and obligations created hereby, and the foreclosure under any such mortgage or deed of trust will not extinguish or impair the easements, rights, benefits, and obligations created by this Agreement. 17. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. 18. Notices. All notices, demands, or other communications of any type (herein collectively referred to as "Notices") given under this Agreement will be in writing and delivered to the person to whom the notice is directed, either in person (provided that such delivery is confirmed by the courier delivery service), or by nationally recognized expedited delivery service with proof of delivery,or by United States Mail,postage prepaid,as a Registered or Certified item, Return Receipt Requested. Notices delivered by personal delivery will be deemed to have been given at the time of such delivery, notices delivered by mail will be effective when deposited in a Amended and Restated Bank Parking and Facilities Easement Agreement—Page 8 Post Office or other depository under the care or custody of the United States Postal Service, enclosed in a wrapper with proper postage affixed, and notice by expedited delivery service will be considered to have been given on the day deposited with such delivery service, and addressed, as provided below. Notice may additionally be provided by facsimile transmission so long as a copy of such notice is simultaneously forwarded by one of the other means described above. The proper address and facsimile number for the City is as follows: The City of Fort Worth 900 Monroe Street Fort Worth, Texas 76102 Attention: Property Management Department Facsimile No: (817) 392-6134 With a copy to: City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Facsimile No: (817) 392-8359 The proper address and facsimile number for Bank is as follows: Pinnacle Bank P.O. Box 676 309 S. Old Betsy Road Keene, Texas 76059 Attention: President Facsimile No: (817) 556-0335 Any party hereto may change the address or facsimile number for notice specified above by giving the other party five days' advance written notice of such change of address in the manner provided above. 19. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. 20. Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision hereof, and this Agreement will be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. 21. Covenants Run With the Land. The rights, obligations and benefits established pursuant to this Agreement run with the land and are binding upon Garage Owner, Bank Unit Owner, and their respective successors and assigns and all subsequent owners of any portion of Bank Unit, the Land, the Parking Garage, or the Development Land. Amended and Restated Bank Parking and Facilities Easement Agreement—Page 9 22. Entire Agreement. This Agreement embodies the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. 23. Amendment. This Agreement and the easements, rights and interests granted hereunder may only be amended by a written instrument executed jointly by all of Bank Unit Owner, Garage Owner, and first mortgage lienholders, or their successors or assigns. 24. Relation to the Original Easement Agreement. This Agreement does not in any manner negate the easement estate granted in the Original Easement Agreement. This Agreement amends certain portions of the Original Easement Agreement and restates the Original Easement Agreement but does not change in any way or cause the release of the easement estate granted in the Original Easement Agreement. The parties to this Agreement intend and affirm that the Original Easement Agreement granted the easement estate to the Bank Unit Owner and the Benefited Users as of the date of the Original Easement Agreement and this Agreement merely amends certain provisions of the Original Easement Agreement. [The remainder of this page is intentionally left blank. Signature page follows.] Amended and Restated Bank Parking and Facilities Easement Agreement—Page 10 IN WITNESS WHEREOF, the City and Bank have executed this Agreement as of the date and year first set forth in this Agreement. CITY: THE CITY OF FORT WORTH, a Texas municipal corporation By: Y Name: Title: STATE OF TEXAS ) SS.: COUNTY OF TARRANT ) On -7 , 2018, before me, the undersigned, a Notary Public in a d for said State, persona appeared u S. the Vii;,1-...� ��A"W' The City of Fort Worth, a Texas city government, on ehalf of such government. ... MARIA S.SANCHEZ o Public F `•' *' My Notary ID#2256490 �rF,oF Vit'•' Expires December 19,2021 BANK: PINNACLE BANK, a State Banking Association By: Name: Title: STATE OF TEXAS ) Ss.: COUNTY OF TARRANT ) On , 2018, before me, the undersigned, a Notary Public in and for said State, personally appeared the of Pinnacle Bank, a state banking association. Notary Public OFFICIAL RECORD CITY SECRETARY FT:WORTH,Tl( Amended and Restated Bank Parking and Facilities Easement Agreement—Signature Page IN WITNESS WHEREOF, the City and Bank have executed this Agreement as of the date and year first set forth in this Agreement. CITY: THE CITY OF FORT WORTH, a Texas municipal corporation By: Name: Title: STATE OF TEXAS ) ss.: COUNTY OF TARRANT ) On , 2018, before me, the undersigned, a Notary Public in and for said State, personally appeared , the of The City of Fort Worth, a Texas city government, on behalf of such government. Notary Public BANK: PINNACLE BANK, a State Banking Association By: Name:! Title: t " STATE OF TEXAS ) ss.: COUNTY OF TARRANT ) On 201 before m , the undersigned, a. Notary Pu lic in and for said State, personally appeared theof Pinnacle Bank, a state banking association. % ,�L 'y + Ips �-- � On Y Notary • r , OFFICIAL RECORD r *•'� ti ' 'r OF ';e.t?p•• ; Amended and Restated Bank Parking and Facilities Easement Agreement—Signature Pa a CITY SECRETARY Ftp ,L , FT.WORTH TX 01 13"2° %• '•8111110' ADDITIONAL CITY REQUIRED SIGNATURES: Contract Compliance Manager By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perfo nce and reporting requirements. Name: o e a es Title: Assistant rector, Prop. Mgmt. APPR D AS TO FORM AND LEGA TY: Jessica ngsvan Senior istant City Attorney Form 1295: N/A ATTE ED BY- OR City Secretary t, M&C # N/A OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Amended and Restated Bank Parking and Facilities Easement Agreement—Signature Page EXHIBIT A PROPERTY DESCRIPTION THE LAND All of Lot 34R, Block V, in Daggett's Addition, an Addition to the City of Fort Worth, Texas, as shown on the Plat filed in CC #D215031133, dated February 12, 2015, of the Plat Records of Tarrant County, Texas. Amended and Restated Bank Parking and Facilities Easement Agreement—Exhibit A EXHIBIT B PROPERTY DESCRIPTION DEVELOPMENT LAND 1.029 acres of land being all of Lot 1R, Block W, Daggett's Addition, an addition to the City of Fort Worth, Tarrant County, Texas according to the plat filed in Instrument 4D215031133, Plat Records of Tarrant County, Texas, and being conveyed to the City of Fort Worth, according to the following deeds, County Clerk's (C.C.) #D211138647, Deed Records of Tarrant County, Texas (D.R.T.C.T.), Volume 1169, Page 77, D.R.T.C.T., Volume 2630, Page 337, D.R.T.C.T., Volume 2473, Page 156, D.R.T.C.T., Volume 2458, Page 73, D.R.T.C.T., Volume 2606, Page 54, D.R.T.C.T., Volume 2510, Page 569, D.R.T.C.T. and C.C. #D211138647, D.R.T.C.T. and a portion of W. 15th Street vacated by City Ordinance No. 21332-07-2014 and being more particularly described by metes and bounds as follows: BEGINNING at a PK nail recovered at the most westerly northwest corner of said Lot 1 R, also being the intersection of the east Right-of-Way (R-O-W)line of Jennings Avenue (variable width), with the new south R-O-W line of W. 15th Street (44.1 feet in width); THENCE N 89°34'09" E, along the new south R-O-W line of said W. 15th Street and along a north line of said Lot IR, a distance of 60.00 feet to a PK nail recovered at the new southeast corner of said W. 15th Street, also being a re-entrant corner of said Lot 1 R; THENCE N 00°25'51" W, along the new east R-O-W line of said W. 15th Street and along a west line of said Lot 1 R, a distance of 18.76 feet to a PK nail recovered at the most northerly northwest corner of said Lot IR, also being the southwest corner of Lot 34R, Block V of said Daggett's Addition; THENCE S 87049'58" E, along the north line of said Lot 1 R, also being the south line of said Lot 34R, a distance of 339.34 feet to a PK nail recovered; THENCE N 79022'33" E, continuing along the common line of said lots, a distance of 20.99 feet to a PK nail recovered at the most northerly northeast corner of said Lot IR, also being the southeast corner of said Lot 34R and being in the new west R-O-W line of W. 15th Street (40.4 feet in width); THENCE S 02°09'53" W, along an east line of said Lot 1R and along said west R-O-W line of W. 15th Street, a distance of 17.95 feet to a PK nail recovered at the southwest corner of said W. 15th Street, also being a re-entrant corner of said Lot 1 R; THENCE S 87052'58" E, along the new south R-O-W line of said W. 15th Street and along a north line of said Lot 1R, a distance of 51.43 feet to a PK nail recovered at the most easterly northeast corner of said Lot 1R, also being in the west R-O-W line of Throckmorton Street (variable width), THENCE along the east line of said Lot 1R and along said west R-O-W line of Throckmorton Street, the following courses and distances; Amended and Restated Bank Parking and Facilities Easement Agreement—Exhibit B S 00°52'42" W, a distance of 36.59 feet to a "X" cut recovered in edge of concrete; S 01'57'21" W, a distance of 45.90 feet to a "X" cut recovered in edge of concrete; S 13°03'58" W, a distance of 3.91 feet to a "X" cut recovered in edge of concrete at the southeast corner of said Lot 1 R, also being the intersection of the west R-O-W line of said Throckmorton Street with the north R-O-W line of W. Lancaster Avenue (variable width); THENCE N 87052'58" W, along the south line of said Lot 1 R and along said north R-O-W line of W. Lancaster Avenue, at a distance of 56.93 feet passing a "V" recovered on the edge of concrete, at a distance of 407.17 feet passing a 5/8 inch iron rod recovered with cap stamped "TNP", in all, a distance of 434.11 feet to a 5/8 inch iron rod recovered with cap stamped "TNP" at the most southerly southwest corner of said Lot 1 R, from which an "X" recovered in concrete bears N 89°09'35" W, 0.69 feet; THENCE N 01°15'13" E, continuing along the south line of said Lot 1 R and said north R-O-W line, a distance of 5.86 feet to a "X" cut recovered in edge of concrete; THENCE N 87056'03" W,continuing along said line, a distance of 33.00 feet to the most westerly southwest corner of said Lot 1R, also being the intersection of the north R-O-W line of said W. Lancaster Avenue, with the east R-O-W line of aforementioned Jennings Avenue, from which an "X" cut recovered in concrete, bears S 48002'33" W, 0.37 feet; THENCE along the west line of said Lot 1R and along said east R-O-W line of Jennings Avenue, the following courses and distances; N 00°35'54" W, a distance of 41.63 feet to an "X" cut recovered in concrete; N 00018'35" W, a distance of 25.15 feet to a PK nail recovered; N 00°25'51" W, a distance of 6.00 feet to the POINT OF BEGINNING and containing 44,825 square feet or 1.029 acres of land. Amended and Restated Bank Parking and Facilities Easement Agreement—Exhibit B EXHIBIT C DESCRIPTION OF PARKING EASEMENT AREA, THE BANK DRIVE THROUGH EASEMENT AREA AND THE DRIVING LANES [SEE ATTACHED] Amended and Restated Bank Parking and Facilities Easement Agreement—Exhibit C Porking Exhibit Pinnacle Bank Lot 34R, Sfock V D"gett's Addition Fort Worth, Texos Site SCA r- rr N71'70'37'W ,N,3 f'22't 1"E 34,89' 16.40' a tot 34K, BbC# V o patggett's o j first Na D21513Tt33 t i 24' *de PUbHc Access Utility ESfnt. last. Ma._021503113J -- Lot Ik Bieck W owgp4es AdcWw but t*L MV03TW MOTE, pas *Khlb(t is bared upon ro d do--tx 14980, East CampW Rood — Suite 575 baridary sur"-�`or as bot conoma0w how Richardson, Taxes 75081 barn➢w "^L Ph., 214.32a.- P Foe Z'1i 33a35fT RRLN Wy 24, 2017 I 1�� � �M91�Yi6NMG0/10A.fY#T 001& May S. 2017 CARSON Pov)"t Ma 17009 pop 1 of J Amended and Restated Bank Parking and Facilities Easement Agreement—Exhibit C 1 Parking Exhibit Pinnacle Bank Lot 34R. Block V Doggett's Addition Fort Worth, Texas —LEGENDC 3txE r-w Grotind Levet M Parkkrg Easement Area If Bank Orlve Through Easement Area 27.01 27o' If [—J aes.e^ w n - p $gas* NOM 7hh kval is fr wn an efevatim of 629' to 630' based an m elewaHan of Bfg' at grvwnd feveL AA 4101 fast Campbell Road - 5ulte 575 Richardson, Texas 75081 Raw May 24, 2017201 MUM&ht� Ph: 214.]2836aP PrO) Fef_ V4.328.-S17 P May-% l`.AMO ymaT6P 6urnca+aon.com Prosct Ma 7=9 Page 2 of 3 Amended and Restated Bank Parking and Facilities Easement Agreement-Exhibit C 4847-3122-9757v.2 53094-2 11/29/2016 Parking Exhibit f Pinnocte B(mk Elf Lot 34R. Block V C)gggett s Addition N Fort Worth, Texas --L.EGEN D— F11—A Parking Easement Areo ® Bank Qrive Through E=asement Area RA M UA I —T RAACP a 0 w11 Koo— ri � 1 x97.0' 80.Y r` 6a.r NOTE, .This Eeye1 is from an efevatlon of 831' to 641' A ,601 East Carnpbefl Rood — Suite 575 based ort an sievot(on of 1519'at ground (evaE. Richardson, Texas F091 s}a.�xs sstz pmuRNB& P'" 714.37a.3500 For- Re, Way 24. 2017 {'AR4(�U imaTq�bur�cwsa+.cor++ Data Wvy 5 2017 Project Ma 17009 pa" ] of 3 Amended and Restated Bank Parking and Facilities Easement Agreement—Exhibit C MARY LOUISE GARCIA COUNTY CLERK 100 West Weatherford Fort Worth,TX 76196-0401 PHONE(817)884-1195 RATTIKIN TITLE SHAY TOWNSEND 201 MAIN STREET 800 FT WORTH, TX 76102 Submitter: RATTIKIN TITLE DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 8/9/2018 3:54 PM Instrument#: D218176731 A 21 PGS $92.00 By: D218176731 ANY PROVISION WHICH RESTRICTS THE SALE,RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. Exhibit"E" TCCD Agreement As terminated and assigned to BW Lancaster Parking LLC Attached 171 Lease Termination and Assigmnent Agreement 171 LEASE TERMINATION AND ASSIGNMENT AGREEMENT This Lease Termination and Assignment Agreement(this "Agreement") is executed as of August 9, 2018, between Central City Local Government Corporation, a local government corporation created by the City of Fort Worth, Texas ("Landlord"); Lancaster Corridor Redevelopment, LLC, a Texas limited liability company ("Tenant"); BW Lancaster Parking LLC, a Delaware limited liability company ("BW"); the City of Fort Worth, a Texas municipal corporation ("C "); and Tarrant County College District ("TCCD") (collectively, the "Parties"). RECITALS: Whereas, Landlord and Tenant entered into that certain Lease Agreement attached hereto as Exhibit A, (the "Lease"; all capitalized terms used herein but not defined shall have the meanings assigned to them in the Lease), for certain parking spaces in a parking garage, which is more particularly described in the Lease(the "Premises"); Whereas, Landlord conveyed the Land to City; Whereas, Tenant is selling the Pinnacle Bank Place Development, which is a residential and retail space adjacent to the Land and benefited by the Lease (the "Pinnacle Bank Place Development"), and Tenant will no longer need this Lease to serve the Pinnacle Bank Place Development or nearby facilities; Whereas, the City will lease the Premises and other portions of the Land to BW, which is an affiliate of the Pinnacle Bank Place Development purchaser, pursuant to a new lease of the Premises and other portions of the Land (the "New Garage Lease"); Whereas, Tenant entered into that certain sublease with TCCD attached hereto as Exhibit B (the "TCCD Agreement"); Whereas, the Parties desire to terminate the Lease except as to any portion of the Lease that must remain in effect to allow the TCCD Agreement to continue in effect as a direct sublease of a portion of the Premises from BW to TCCD; Whereas, only to the extent as may be necessary to continue the TCCD Agreement, Landlord and Tenant each hereby assigns its interest in the Lease to BW, provided that there shall be no merger of estates in the Premises as a result of such assignments and the TCCD Agreement shall continue in full force and effect as a direct sublease between BW, as Sublandlord, and TCCD, as Subtenant; Whereas, City and BW will enter into the New Garage Lease, and City and BW intend for the new agreement to govern the relationship as between the City and BW for purposes of the Land; and Whereas, the Parties enter into this Agreement to document the termination of all other obligations, liabilities, duties, and benefits under the Lease in its entirety as hereinafter provided, except as may be necessary to fulfil obligations under the TCCD Agreement. AGREEMENTS: For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Termination of Lease. The Lease is hereby terminated effective as of August 9, 2018, except as to any portion of the Lease that must remain in effect to allow the TCCD Agreement to continue. 2. Assignment of the Lease. To the extent as may be necessary to allow the TCCD Agreement to continue in effect, Landlord and Tenant each hereby assigns its interest in the Lease to BW, and BW hereby accepts such assignments of the Lease, and BW shall hereafter act as Sublandlord as defined in the TCCD Agreement. Except as may be necessary to continue the TCCD Agreement in effect, all obligations, liabilities, duties, and benefits under the Lease are hereby satisfied and shall have no more force and effect as to the Parties. There shall be no merger of estates in the Premises as a result of such assignments. 3. Relationship of the Parties. The Parties agree that the New Garage Lease shall control as to the relationship between City and BW for the use of the Premises. The Parties agree that the TCCD Agreement shall remain in effect and control as to the relationship between BW and TCCD. Landlord and Tenant shall no longer be parties to the Lease or the TCCD Agreement. 4. Entire Agreement. Except as referred to in Section 3, this Agreement contains all of the agreements of the Parties to this Agreement with respect to the subject matter of this Agreement, and no prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended except by an express agreement in writing signed by the Parties to this Agreement or their respective successors in interest. 5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document. 6. Invalidity. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition, or provision herein contained. 7. Authority. The Parties and each person signing this Agreement on behalf of its respective party represents that he has full right and authority to enter into this Agreement; each person signing on behalf of the respective party was and continues to be authorized to do so; and upon execution by the respective party, this Agreement shall be an enforceable agreement binding upon all Parties in accordance with the terms hereof. 8. Binding Effect; Controlling Agreement; Governing Law. The terms and provisions hereof shall be binding upon and inure to the benefit of the Parties to this Agreement, their transferees, representatives, successors and assigns. In the event of a conflict between the terms and provisions of this Agreement and those contained in the Lease, the terms and 171 LEASE TERMINATION AGREEMENT—Page 2 provisions of this Agreement shall control. This Agreement and the rights and duties of the Parties to this Agreement shall be controlled by and interpreted in accordance with the laws of the State of Texas. Executed as of the date first written below. LANDLORD: CENTRAL CITY LOCAL GOVERNMENT CORPORATION, a local government corporation By. Name: J us dan Title: Pres dent TENANT: LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas limited liability company By: Name: Jesus J. Chapa Title: Manager BW: BW LANCASTER PARKING LLC, a Delaware limited liability company By: BW Lancaster LLC, its sole member By: Hidden/820 LLC, a Texas limited liability company, its sole member By: SiegenBluebonnet Apartments, LLC, a Louisiana limited liability company, its sole member By: Gideon Z. Friedman,managing member OFFICIAL RECORD CITY SECRETARY 171 LEASE TERMINATION AGREEMENT—Page 3 FT.WORTH,TX provisions of this Agreement shall control. This Agreement and the rights and duties of the Parties to this Agreement shall be controlled by and interpreted in accordance with the laws of the State of Texas. Executed as of the date first written below. LANDLORD: CENTRAL CITY LOCAL GOVERNMENT CORPORATION, a local government corporation By: Name: Jungus Jordan Title: President TENANT: LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas limited liability company By: Name: Jesus J. Chapa Title: Manager BW: BW LANCASTER PARKING LLC, a Delaware limited liability company By: BW Lancaster LLC, its sole member By: Hidden/820 LLC, a Texas limited liability company, its sole member By: Siegen/Bluebonnet Apartments, LLC, a Louisiana limited liability company, its sole member By: P, � Gideon Z. ' dman, managing member OFFICIAL RECORD CITY SECRETARY 171 LEASE TERMINATION AGREEMENT—Page 3 F'I:WO"H,'rX CITY: CITY OF FORT WORTH a Texas municipal corporation By: Name: Jesus J. Chapa Title: Assistant City Manager TCCD: TARRANT COUNTY COLLEGE DISTRICT By: Name: Eugene V. Giovannini Title: Chancellor ADDITIONAL CITY REQUIRED SIGNATURES: Contract Compliance Manager By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensurin ance and reporting requirements. Nam : o r e bles Title: Assist irector, Prop. Mgmt. APP VED AS TO FORM AND GALITY: Jessic&gsvanT Senior Assistant City Attorney Form 1295: N/A FORT. ATTESTED BYE Mary Kayse City Secretary 7�E)(P�5 M&C #N/A OFFICIAL, RECORD CITY SECRETARY FT- WOR-rtf, TX 171 LEASE TERMINATION AGREEMENT—Page 4 CITY: CITY OF FORT WORTH a Texas municipal corporation By: Name:Jesus J.Chapa Title: Assistant City Manager TCCD: TARRANT COUNTY COLLEGE DISTRICT By: Nn . Giovanni tC:- or ADDITIONAL CITY REQUIRED SIGNATURES: 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. Name: Title: APPROVED AS TO FORM AND LEGALITY: Jessica Sangsvang Senior Assistant City Attorney Form 1295:N/A ATTESTED BY: Mary Kayser City Secretary M&C#N/A OFFICIAL RECORD CITY SECRETARY FT. 4f ORTH,TX 171 LEASE TERMMATION AGREEMENT—Page 4 Exhibit A LEASE AGREEMENT FOR 171 PARKING SPACES IN THE PINNACLE BAND PLACE PARKING GARAGE Between CENTRAL CITY LOCAL GOVERNMENT CORPORATION, a local government corporation created by the City of Fort Worth, Texas as Landlord I and LANCASTER CORRIDOR REDEVELOPMENT,LLC a Texas limited liability company as Tenant PARIUNG LEASE AGREEMENT This PARKING LEASE AGREEMENT (the "Lease") is made and entered into as of Z I by and between CENTRAL CITY LOCAL GOVERNMENT CORPORATION, a local government corporation created by the City of Fort Worth, Texas ("Landlord") and LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas limited liability company ("Tenant"). RECITALS WHEREAS, Landlord is the owner of certain real property described as Lot 34R, Block V, Daggett's Addition, Fort Worth, Tarrant County, Texas (the "Land"), as shown on Exhibit "A", attached hereto and incorporated herein for all purposes. WHEREAS, Landlord intends to cause the development of a parking garage with approximately 453 parking spaces on the Land ("Parking Garage") to serve the public and to serve the tenants and owners of a development to be developed by Tenant, which development shall be located adjacent to and near the Land and shall consist of a multi-level mixed-use building consisting of approximately 160,000 square feet of residential and retail space, which building is known as Pinnacle Bank Place; WHEREAS, Tax Increment Financing Reinvestment Zone Number Eight of the City of Fort Worth, Texas ("TIF 8") has dedicated and made funds available for the development of the Parking Garage in the amount of $9,200,000.00 ("TIF Funds") as further set forth in a Tax Increment Financing development agreement between the Board of Directors of TIF 8 and Landlord,as assignee of the Fort Worth Local Development Corporation; WHEREAS, Tenant needs parking spaces in the Parking Garage to serve both the Pinnacle Bank Place and nearby facilities; WHEREAS, it is the intent of the Landlord and Tenant that Tenant lease the entire Parking Garage from Landlord in two separate leases, with this Lease for the Premises (as defined herein), and another lease for 282 parking spaces to serve the Pinnacle Bank Place; WHEREAS, Landlord is entering into this Lease pursuant to Resolution CCLGC-2012- 07 (March 6, 2012) and CCLGC-2014-03 (December 9, 2014), each approved by a majority vote of a quorum of its members at a duly held meeting. NOW, THEREFORE, for and in consideration of the above and foregoing premises and the mutual covenants and agreements set forth herein, together with other good and valuable consideration, the receipt and sufficiency of which is hereby confirmed and acknowledged by each of the parties hereto,the undersigned Landlord and Tenant do hereby agree as follows: Parldng Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 2 of 23 AGREEMENT ARTICLE 1 -DEFINITIONS The provisions of this Article 1 are an integral part of this Lease and all of the terms hereof are incorporated into this Lease in all respects and for all purposes. In addition to the other terms which are elsewhere defined in this Lease, the following capitalized terms,whenever used in this Lease, shall have the meanings set forth in this Article 1, and only such meanings, unless such meanings are expressly contradicted, limited or expanded elsewhere herein: 1.1 "Additional Rent" shall have the meaning set forth in Section 5.2. 1.2 "Applicable Environmental Law"has the meaning set forth in Section 6.4. 1.3 "Base Rent" shall have the meaning set forth in Section 5.1. 1.4 "Casualty" shall mean a loss or damage caused by fire or other casualty. 1.5 "CERCLA" shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as codified at 42 U.S.C. § 9601 et seq., as amended. j 1.6 "Commencement Date" shall mean the date the Premises are Ready for Occupancy. 1.7 "Common Areas" shall mean any-and all interior or exterior areas of the Parking Garage not specifically demised and leased to Subtenant or to other tenants, as identified on Exhibit "B", attached hereto and incorporated herein for all purposes. 1.8 "Construction Contract" shall mean the contract for construction of the Parking Garage by Tenant, as developer under the Development Agreement, between Tenant and Jordan Foster, dated March 11, 2015. 1.9 'Development Agreement" shall mean the agreement for the development of the Parking Garage between Landlord, as owner, and Tenant, as developer, entered into to be effective as of February 20,2015. 1.10 "Event of Default" shall have the meaning set forth in Section 13. 1.11 "Hazardous Substances" shall have the meaning set forth in Section 6.4. 1.12 "Indemnified Parties" shall mean Landlord, together with its officers, directors, employees, servants and agents. 1.13 "Land" shall have the meaning set forth in the first Recital above. 1.14 "Lease Term" shall have the meaning set forth in Section 3.1. Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 3 of 23 1.15 "Lease Year" shall have the meaning set forth in Section 3.1 1.16 "Operating Expenses" shall have the meaning set forth in Section 5.2. 1.17 "Parking Garage" shallhave the meaning set forth in the second Recital above. 1.18 "Pinnacle Bank" shall mean Pinnacle Bank, a Texas banking institution, and its successors or assigns. 1.19 "Premises" shall mean the 171 parking spaces in the Parking Garage located on various floors as determined by Landlord in Landlord's sole discretion. 1.20 "Pro Rata Share" shall have the meaning set forth in Section 5.2. 1.21 "Ready for Occupancy" shall mean that the Premises are made available for use by Tenant for daily parking. 1.22 "Release" shall have the meaning set forth in Section 6.4. 1.23 "Rent" shall have the meaning set forth in Section 5.2. 1.24 "Taking" shall have the meaning set forth in Section 15.1. 1.25 "Tenant's Users" shall mean invitees, licensees, and sublessees of Tenant. 1.26 "TIF 8" shall have the meaning set forth in the third Recital above. 1.27 "TIF Funds" shall have the meaning set forth in the third Recital above. 1.28 "Vehicles" shall mean non-commercial passenger automobiles (but expressly permitting delivery vans for Tenant and Tenant's Users and valet shuttles so long as such vehicles are parked within striped parking spaces), pickup trucks, motorcycles and bicycles, provided that (a)the term "Vehicles" will not include any vehicle with more than two axles or with a carrying capacity of more than one ton, and (b)the maximum height of any Vehicle entering the Parking Garage shall be 100 inches from ground level. ARTICLE 2--PREMISES 2.1. Premises. 2.1.1 Construction of Premises. Tenant, as Landlord's developer pursuant to the Development Agreement, shall cause the construction of the Parking Garage on the Land in accordance with the Construction Contract and physical possession of the Premises shall be delivered by Lessor to Lessee on the Commencement Date. Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 4 of 23 2.1.2 Lease of Premises. As of the Commencement Date, and subject to the provisions hereinafter set forth and in consideration of the rent to be paid and of the covenants and agreement to be performed by Tenant herein set forth, Landlord does hereby lease to Tenant, and Tenant leases from Landlord, the exclusive use of the Premises. 2.2. Condition of Premises. Tenant taking of possession of the Premises shall be conclusive evidence that (a) the Premises are suitable for the purposes and uses for which same are leased; and (b) Tenant waives any and all defects in and to the Premises, its appurtenances, and in all the appurtenances thereto. 2.3. Entry and Inspection; Ingress and Egress. Landlord, its agents, employees, or servants, or any person authorized by Landlord, may enter the Premises for the purpose of inspecting the condition of same and performing Landlord's obligations under this Lease. All work done by Landlord in the Premises shall be performed with reasonable prior notice to Tenant and in a manner that shall not unreasonably interfere with the normal business operations of Tenant. Landlord hereby reserves to itself and to its agents, employees, contractors, suppliers, representatives, guests, licensees, and invitees, the right of, and at all times such parties shall have adequate means of, ingress and egress from various areas of the Parking Garage not hereby leased. Tenant expressly agrees to afford to Landlord and its agents, employees, contractors, suppliers, representatives, guests, licenses, and invitees, such rights of ingress and egress as may be reasonably required for the proper use and operation of the Parking Garage and the Property. 2.4. Common Areas; Access to Private Parking Areas. Tenant, its employees, agents, contractors, suppliers, and representatives, in conjunction with the use, operation, repair and maintenance of the Premises, is hereby granted a non-exclusive license to access and use the Common Areas throughout the Term. Such non-exclusive license shall not interfere with or hinder the use of the Common Areas by Landlord and/or the other owners, tenants, or occupants of the Property. ARTICLE 3 --TERM 3.1 Lease Term. Subject to the other provisions hereof,this Lease shall be for a term commencing on the Commencement Date, and expiring December 31 following the ninety-ninth (99t11) anniversary of the Commencement Date ("Lease Term"). The term "Lease Year" shall mean each full twelve (12) month calendar year period during the Term, with the first Lease Year commencing on the January 1" next following the Commencement Date and ending on December 31St of such year. Upon the date the Parking Garage is Ready for Occupancy, Tenant shall promptly execute and deliver to Landlord the Tenant Acceptance Letter attached hereto and made apart hereof for all purposes as Exhibit "C". 3.2 Renewal Term. Subject to the conditions set forth below, Tenant is granted the option to renew this Lease for one (1) additional term of ten (10) years, the Renewal Term commencing on the date following the expiration of the Initial Lease Term of this Lease. Said option to renew this Lease shall be on the same terms, conditions, and covenants as are set forth herein, except that the Rental during the Renewal Term shall be One and no/100 Dollars ($1.00). Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 5 of 23 ARTICLE 4—PARKING GARAGE MANAGEMENT 4.1 Tenant's Obligations. Tenant hereby covenants and agrees that it will perform or cause to be performed all aspects of management for the operation of the Premises as a parking facility in a clean and orderly manner consistent with comparable parking facilities within Fort Worth, including but not limited to the management of subleases, maintenance of the Premises and all improvements thereon, collection of rent for subleases, and the implementation of rules and regulations applicable to the Premises. ARTICLE 5--RENT 5.1 Base Rent. Tenant shall pay rent to Landlord, within ten (10) calendar days of the Commencement Date, One Dollar($1.00) as base rent('Base Rent")under this Lease. 5.2 Additional Rent. Tenant shall provide all repairs and maintenance of the Premises, and Tenant shall pay for its Pro Rata Share (as defined below) of Operating Expenses (as defined below) for the operation of the Parking Garage, as additional rent ("Additional Rent"). "Pro Rata Share" shall mean a fraction, the numerator of which shall be the number of parking spaces in the Premises, and the denominator of which shall be the total number of parking spaces in the Parking Garage, including the Premises. Base Rent and Additional Rent shall be collectively referred to herein as "Rent". "Operating Expenses" shall mean all direct and indirect operating and routine maintenance and repair expenses incurred in the operation of the Premises, including, without limitation, the following: (1) reasonable salaries, payroll taxes and other payroll expenses, including employee salaries and payroll expenses; (2) charges for utility services & trash pickup; (3) expenses for repair and maintenance of equipment and furnishings, including, without limitation, a full service, 24 hour elevator repair contract if the Premises contains one or more elevators; (4) expenses for routine maintenance and repair and for cleaning of the Premises, including, without limitation, expenses related to vandalism or other damage to gates, equipment, supplies or the Premises; (5) the cost of parking tickets, supplies and equipment; (6) license and permit fees related to any alternations; (7) the cost of insurance attributable to insuring the Parking Garage and insuring Landlord against liability relating to the management and operation of the Parking Garage; (8) the cost of Workers' Compensation Insurance and fidelity and surety bonds; (9) deductible amounts required under any of the insurance policies insuring the Parking Garage; (10) sales taxes and all other taxes resulting from operation of the Parking Garage, (11) real property taxes and possessory interest taxes; (12) all other costs and expenses, including administrative expenses, amounts paid as a fee or otherwise to any professional contractor employed by the Landlord, and legal expenses. Operating Expenses shall not include (1) any charges or allowances for depreciation or amortization of Tenant's interest in the Premises; (2) any and all expenses for which Landlord is reimbursed (either by an insurer, condemnor, tenant or other person or entity), but only to Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 6 of 23 the extent of such reimbursement; and (3) that portion of the salaries for on or off site personnel to the extent any of them work for other projects owned by Landlord; 5.3 Payment. Within a reasonable time after the end of each Lease Year, Landlord shall deliver a statement to Tenant of Tenant's Pro Rata Share of the Operating Expenses for the previous year. Tenant shall cause such amounts to be paid to Landlord at the address specified by Landlord in the statement no later than thirty (30) days after delivery of such statement. If the payment of Pro Rata Share of the Operating Expenses is not received by Landlord as provided herein, then all amounts due and payable to Landlord hereunder shall bear interest from the date the payment was due until paid, at a per annum rate of interest equal to the lesser of(a) eighteen percent (18%) or (b)the highest non-usurious rate permitted by applicable law. Time is specifically of the essence of this provision and of every provision of this Lease. 5.4 Audit. Tenant has the right, exercisable no more than once each Lease Year on reasonable notice and at a time reasonably acceptable to Landlord, to cause an audit to be performed by a certified public accountant, working on a non-contingency basis, at Tenant's sole cost and expense of Landlord's operations and/or books and records pertaining to Operating Expenses for the preceding Lease year. In the event Landlord has overstated Operating Expenses by more than 5%, and provided Tenant is not in default hereunder, within 30 days after demand therefore by Tenant accompanied by Tenant's commercially sufficient verification of such overcharges and paid invoices delivered and accepted by Landlord, Landlord will reimburse Tenant for all overcharges and the reasonable out-of-pocket costs of such audit and verification incurred by Tenant. ARTICLE 6—USE AND MAINTENANCE OF PREMISES 6.1 Use of Premises. Tenant Permitted Use: Tenant shall have the right to use the Premises only for parking of Vehicles. Subject to the Landlord Permitted Use and except during any period of repair or restoration, such Tenant Permitted Use shall be available each day during the term of this Lease. Landlord Permitted Use: Landlord reserves the right to (a) grant to such parties as Landlord deems reasonably appropriate licenses and other rights of use with respect to the Parking Garage and the Common Areas other than in the Premises; (b)take such actions as Landlord may deem reasonably appropriate to discourage unauthorized parking; (c)make alterations, additions and improvements to the Parking Garage and Common Areas; (d)manage and control the Parking Garage in such manner as Landlord may deem reasonably appropriate; (e) establish, modify and enforce reasonable rules and regulations with respect to the Parking Garage and Common Areas; (f) close temporarily all or any portion of the Parking Garage or Common Areas for the purpose of making repairs, alterations, additions or improvements thereto, and (g) install one or more controlled access devices, whether it be gates utilizing card keys or tokens or alternative systems, so long as Landlord bears all costs associated with the installation, maintenance and operation of such controlled access devices, and the installation and operation of such devices is in compliance with all applicable laws and ordinances and does not preclude or interfere with access to or use of the Premises by Tenant, Tenant's Users or other Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 7 of 23 parties authorized by Tenant to use such Premises at all times, whether that be by provision of additional tokens, key cards or similar measures. Manner of Use: Each of Tenant and Landlord will conduct itself and will direct each of its respective tenants,employees, agents, invitees and licensees to conduct itself in such a manner as not to create any nuisance, nor interfere with, annoy or disturb Landlord or Tenant or Tenant's Users, respectively. Tenant may at any time and at its sole cost and expense use signage on Tenant's Parking Spaces which may also signify that the use of such spaces is subject to the Tenant Permitted Use. Tenant shall strictly enforce parking capacity and weight load Limits of the Premises. Tenant shall ensure that vehicles are parked in designated spaces only. Tenant shall not place or install in the Premises any vehicle, combination of vehicles, or equipment that weigh in excess of the normal load-bearing capacity of the floors of the Premises. Tenant shall have use of the Premises twenty-four (24) hours per day, seven (7) days per week. Tenant shall use and occupy the Premises in a careful, safe, and property manner and shall keep the Premises in a clean and safe condition in accordance with this Lease. Tenant shall faithfully and promptly comply with all laws, ordinances, orders,rules, and regulations of all governmental authorities having jurisdiction, and/or rules and regulations imposed by Landlord from time to time,relative to the use, condition, or occupancy of the Premises. 6.2 Extra Hazardous Activity. Tenant shall not do or keep anything in or about the Premises that will contravene Landlord's policies insuring against loss or damage by fire or other hazards, or that will prevent Landlord from procuring such policies in companies acceptable to Landlord. 6.3 Alterations or Improvements. Tenant shall have no right to make changes or alterations to the Premises without first obtaining the written consent of Landlord. All alterations, additions and improvements made to, or fixtures or other improvements placed in or upon, the Premises shall be deemed a part of the Premises and the property of Landlord at the end of the term of the Lease. All such alterations, additions, improvements, and fixtures shall remain upon and be surrendered with the Premises as a part thereof at the termination of this Lease. 6.4 Environmental. As used herein, "Applicable Environmental Law" means any statutory law,regulation, or.case law pertaining to health or the environment, or oil or petroleum products, or Hazardous Substances, including without limitation: (i) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") as codified at 42 U.S.C. § 9601 et seq., as amended; (ii) the Hazardous Materials Transport Act as codified at 42 U.S.C. § 1801 et seq., as amended; (iii) the Resource Conservation and Recovery Act as codified at 42 U.S.C. § 6901 et seq., as amended; and any so-called "Superfund" or "Superlien" law, or any other applicable legal requirement presently in effect or hereafter enacted. As used herein the terms "Hazardous Substances" and "Release" shall have the meaning specified for such terms in CERCLA; provided, however, that (a) if CERCLA is amended to broaden the meaning of any term defined thereby, such broadened meaning shall apply after the effective date of such amendment; (b) to the extent that Texas law establishes a meaning for "Hazardous Substance" or "Release" that is broader than that specified in CERCLA, such broader meaning Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 8 of 23 shall apply; and (c) "Hazardous Substances" shall also be defined to include oil, petroleum products, extremely flammable substances, explosives, and radioactive materials. 6.4.1 No Releases. Tenant shall not suffer, allow, permit, or cause the generation, accumulation, storage, possession, Release, or threat of Release of Hazardous Substances; provided,however,the foregoing prohibition shall not be applicable to (i)Hazardous Substances that are present on the Premises before the Commencement Date, provided that Tenant shall have the burden of proving that such Hazardous Substances were present on the Premises before the Commencement Date; or (ii) normal and reasonable amounts of cleaning and pest control supplies necessary for normal maintenance of the Premises as a parking garage so long as such materials are properly, safely, and lawfully stored and used by Tenant and the quantity of same does not exceed a "reportable quantity" as defined under 40 C.F.R. 302, as amended. 6.4.2 Notification of Releases. Tenant shall notify Landlord immediately upon learning: (i) that any duty described in Section 6.5 of this Lease has been violated; (ii) that there has been a Release, discharge, or disposal of any Hazardous Substance on any part of the Premises or the Property; or (iii) that the Property or improvements thereon are subject to any third-party claim or action, or threat thereof, because of any environmental condition at the Property or in or originating from the Property or arising in connection with the use of the Property. Tenant shall promptly provide Landlord with copies of all correspondence to or from third parties regarding such claims or actions or regarding environmental conditions in or originating from the Property. 6.4.3 Remediation. In the event of a Release of any Hazardous Substance on, in, or from the Premises that was caused by Tenant and not caused by Landlord, Tenant shall immediately cause complete remediation of such Release and restore the Premises to the condition that existed prior to the Release. Landlord and its agents shall have the right, but not the obligation, to enter the Premises and remediate any environmental condition on the Premises to comply with all Applicable Environmental Laws during which time Tenant shall not be entitled to any abatement of Rent. 6.4.4 Costs; Indemnification. Tenant shall pay any judgments, fines, charges, fees, damages, losses, penalties, demands, actions, costs, and expenses (including, without limitation, legal fees and expenses), remedial and response costs, remediation plan preparation costs, and any continuing monitoring or closure costs arising from or pertaining to the application of any Applicable Environmental Law to the Premises due to a breach of Tenant's obligations under this Section 6.4. Tenant shall INDEMNIFY AND FOREVER HOLD HARMLESS THE INDEMNIFIED PARTIES OF AND FROM ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), JUDGMENTS, FINES, CHARGES, FEES, DAMAGES, LOSES, PENALTIES, DEMANDS, ACTIONS, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND EXPENSES), REMEDIAL AND RESPONSE COSTS, REMEDIATION PLAN PREPARATION COSTS, AND ANY CONTINUING MONITORING OR CLOSURE COSTS INCURRED OR SUFFERED BY THE INDEMNIFIED PARTIES, OR ASSERTED BY AN THIRD PARTY AGAINST THE Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 9 of 23 INDEMNIFIED PARTIES, DUE TO THE BREACH OF TENANT'S OBLIGATIONS SET FORTH IN THIS SECTION 6.4. 6.4.5 Surrender. At the expiration or earlier termination of this Lease, Tenant shall return the Premises to Landlord free of any Hazardous Substances in, on, or from the Premises that were not placed on the Premises by Landlord or present on the Premises prior to the Commencement Date. 6.4.6 Survival. The provisions of this Section 6.4 shall survive the expiration or earlier termination of this Lease. ARTICLE 7 -- OPERATION OF PREMISES 7.1 Business Hours. Tenant agrees to keep the Premises open for business to the general public continuously for twenty-four (24) hours per day, seven (7) days per week during the Term, except that Tenant shall be allowed to restrict public parking(a) as required by applicable Legal Requirements, (b) as necessary to comply with any other requirement of this Lease (including temporary closures related to the performance of capital improvements or repair activities), (c) as necessary for temporary closures to address emergencies.or public safety, or (d)as specifically permitted under this Lease. 7.2 Parking Rates and Billing Procedures. Tenant shall have the right to establish charges for hourly, daily, monthly and valet parking in the Premises in the exercise of Tenant's sole discretion,with the intent that such charges shall be comparable to those charges of other similar facilities of a first-class nature in the Fort Worth,Texas area, and shall have the right to establish a validated parking program. Within ten (10) days after written request from Landlord from time to time and at no charge or expense to Landlord, Tenant shall deliver to Landlord a report in form and content reasonably acceptable to Landlord detailing the utilization of the Parking Garage. 7.3 General Covenants of Tenant. 7.3.1 Compliance with Legal Requirements. After the Commencement Date, (a) Tenant shall comply with all applicable Legal Requirements for the use, operation, repair, maintenance, replacement, and occupancy of the Premises and the cleanliness and safety thereof, and (b) Tenant shall be the responsible entity for instituting a plan of compliance to ensure that the Premises remain in compliance with the ADA and Tenant shall make, from time to time during the Term at its sole cost and expense, any alterations that may be required to bring the Premises into compliance with any new requirements imposed by the ADA. 7.3.2 Rules and Regulations. Tenant shall have the right from time to time to develop, implement, and enforce reasonable rules and regulations for the use and care of the Premises. Tenant shall, at its sole cost and expense, use reasonable efforts to cause its customers, invitees, and licensees to comply with such rules and regulations. Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 10 of 23 ARTICLE 8—UTILITIES; SERVICES 8.1 Provision of Utilities. Tenant shall be responsible for providing to the Premises all public and private utilities deemed necessary by Tenant for the normal operation of the Parking Garage, including electric, heating and air conditioning (as appropriate for the season in the elevator), trash removal and other reasonably required utility services available to the Premises. ARTICLE 9—REPAIRS AND MAINTENANCE 9.1 Premises. Tenant, at its sole cost and expense shall maintain in good repair the entirety of the Premises, including but not limited to the structure, foundation, any air conditioning and heating system, and exterior walls of the Premises. Landlord agrees to give Tenant written notice of defects or need for repairs in the roof, foundation, air conditioning and heating system and exterior walls and Common Areas of the Premises. Landlord will provide such written notification as soon as it discovers repairs are necessary and Tenant shall complete or have completed the repairs or maintenance within 10 business days of receiving such notification or if repair is not capable of being completed within 10 business days, within a reasonable time thereafter, so long as Tenant is diligently pursuing such repair. 9.2 Common Areas. Tenant shall maintain the Common Areas, including the two (2)passenger elevators that serve the Premises. ARTICLE 10—TAXES AND ASSESSMENTS 10.1 Ad Valorem Taxes. Tenant recognizes and understands that this Lease may create a possessory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant agrees to pay taxes of any kind, including possessory interest taxes, that may be lawfully assessed on the leasehold interest hereby created and to pay all other taxes, excises, licenses, permit charges and assessments based on Tenant's usage of the Premises that may be imposed upon Tenant by law, all of which shall be paid when the same become due and payable and before delinquency. 10.2 Liens. Tenant agrees not to allow or suffer a lien for any such taxes to be imposed upon the Premises or upon any equipment, improvements or property located thereon without promptly discharging the same, provided that Tenant, if so desiring,may have reasonable opportunity to contest the validity of the same. Further, Tenant shall inform its own contractors and require such contractors to inform their subcontractors, that the Premises and the Property are public property and are not subject to mechanics liens or other encumbrances. Tenant agrees to INDEMNIFY, DEFEND AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS FOR MECHANIC'S, MATERIAL SUPPLIER'S OR OTHER LIENS IN CONNECTION WITH ANY ALTERATIONS,REPAIRS OR CONSTRUCTION ON THE PREMISES, OR MATERIALS FURNISHED OR OBLIGATIONS INCURRED BY OR FOR TENANT. Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 11 of 23 ARTICLE 11-INDEMNITY AND INSURANCE 11.1 Indemnity. (a) TENANT SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, (INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE PREMISES BY TENANT, ITS EMPLOYEES, PATRONS, AGENTS, INVITEE, TENANTS .AND ANY OTHER PARTY; (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF TENANT OR ANY INVITEE, TENANT, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF TENANT, OR ANYONE TENANT CONTROLS OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF TENANT UNDER THIS LEASE (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF ANY INDEMNIFIED PARTIES. THE ONLY LIABILITIES WITH RESPECT TO WHICH TENANT'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTIES. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST ANY INDEMNIFIED PARTIES IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, TENANT, ON NOTICE FROM LANDLORD, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT TENANT'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO LANDLORD. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF TENANT WITH RESPECT TO THE USE AND OCCUPANCY OF THE PREMISES, WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF THE LEASE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS LEASE. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS. (b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS ARTICLE 9, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT. Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 12 of 23 11.2. Waiver of Liability. NO INDEMNIFIED PARTIES SHALL BE LIABLE IN ANY MANNER TO TENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM, FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNIFIED PARTIES. IN NO EVENT SHALL ANY INDEMNIFIED PARTIES BE LIABLE IN ANY MANNER TO TENANT OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF TENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE PREMISES, WHETHER PURSUANT TO THIS LEASE OR OTHERWISE SHALL BE AT THE RISK OF TENANT ONLY, AND NO INDEMNIFIED PARTIES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF TENANT, ITS EMPLOYEES, AGENTS, PATRONS, INVITEE, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF LANDLORD OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE, EVEN IF DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 11.3 Insurance. 11.3.1 Commercial General Liability Insurance. Tenant shall maintain at all times commercial general liability insurance insuring the Landlord and the Tenant against all claims or demands for personal injuries to or death of any person, and damage to or destruction or loss of property, that may be claimed to have occurred on the Premises. The policies shall cover such risks and be in such amounts as the Landlord from time to time may reasonably request, but in any event with a combined single limit for bodily injury and property damage per occurrence of not less than Two Million Dollars ($2,000,000.00). The Tenant's insurance shall be issued by an insurer licensed to business in the State of Texas and shall contain a waiver of subrogation endorsement. The Tenant shall deliver to the Landlord certificates of such insurance coverage and evidence of payment of all premiums promptly upon demand by the Landlord, which certificates shall show the Landlord as an additional insured and shall provide that no cancellation, reduction in amount, or material change in coverage shall be effective until at least thirty(30) days after receipt of written notice to the Landlord. 11.3.2 Property Insurance During the term of the contract Landlord shall maintain in force, at its own expense, insurance against all risks of direct physical loss for an amount equal to the full replacement value of the property leased. ARTICLE 12 --DAMAGE TO PREMISES 12.1 General. If a Casualty partially damages or destroys the Parking Garage or the Premises, except as set forth in Section 12.2, Landlord shall diligently proceed to repair and restore fully, at its own cost, the structural elements of the Parking Garage or the Premises substantially to their condition before the Casualty. Due allowance, however, shall be given for Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 13 of 23 the time required to adjust and settle insurance claims, and for such other delays as may result from government restrictions, any controls on construction, and for strikes, emergencies, and other conditions beyond Landlord's reasonable control. Tenant shall diligently proceed to repair and restore fully, at Tenant's sole cost, the improvements located in, or alterations made to,the Premises (except the structural elements of the Premises)to their condition existing before their damage or destruction; provided, however, that failure by Tenant to maintain its insurance coverage as required by this Lease shall not excuse Tenant from its repair and restoration obligations. 12.2 Casualty. If the Parking Garage or any part of it or any appurtenance to it is so damaged by fire, casualty or structural defects that the Parking Garage cannot be used for Tenant's purposes, then either party shall have the right to terminate this Lease. In such event, neither party shall have a cause of action against the other for monetary damages. Notwithstanding the foregoing, in the event that a parking garage or parking facility is subsequently constructed in the same location as the destroyed Parking Garage, Tenant shall be entitled to lease the same number of spaces in such garage or facility as it currently leases under this Lease on generally the same terms and conditions. ARTICLE 13 --EVENTS OF DEFAULTMEMEDIES 13.1 Events of Default by Tenant. This Lease is made upon the condition that Tenant shall punctually and faithfully perform all covenants and agreements as herein set forth. The happening of any one or more of the following listed events of default shall constitute an event of default("Event of Default") of this Lease by Tenant: 13.1.1 Failure to Payent. The failure of Tenant to pay when due any part, portion, or component of any Rent payable by Tenant; provided, however, that Landlord will give Tenant notice and an opportunity to cure any failure to pay Rent within five(5) business days of any such notice and Tenant agrees that such notice shall be in lieu of and not in addition to, or shall be deemed to be, any notice required by law; 13.1.2 Failure to Perform Obligations. The failure of Tenant to perform its obligations under Article 4, 7, 8, 9, and 10; 13.1.3 Bankruptcy. The voluntary or involuntary filing by Tenant of any petition or answer seeking any reorganization, liquidation, arrangement, readjustment, or similar relief for itself under any present or future legal requirement and the failure of Tenant to secure a discharge thereof within ninety (90) days; provided, however, that if Landlord shall not be permitted to terminate this Lease because of the provisions of the Bankruptcy Code, then Tenant as debtor-in-possession, or any trustee, receiver, or liquidator appointed for Tenant's benefit, must provide adequate assurance of performance of the terms this Lease, which shall include, without limitation, adequate assurance: (i) of the source of Rent reserved hereunder; (ii) that the assumption of this Lease will not breach any provision hereunder; and (iii) that the assumption or assignment of this Lease will be to an operator of equal experience in the operation and management of similar facilities; and if the trustee does not cure such Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 14 of 23 defaults and provide such adequate assurances of the foregoing under the Bankruptcy Code within the applicable time periods provided by the Bankruptcy Code, then this Lease shall be deemed rejected and Landlord shall have the right to immediate possession of the Premises and shall be entitled to all remedies provided by the Bankruptcy Code for damages for a default or termination of this Lease; 13.1.4 Waste. The commission of waste by Tenant with respect to the Premises or the removal by Tenant of any leasehold improvements therefrom without replacement thereof; 13.1.5 Failure to Maintain Required Insurance. The failure of Tenant to secure the insurance coverages and provide evidence thereof to Landlord as required by this Lease in accordance with the time periods set forth herein; or 13.1.6 Other Defaults. The failure of Tenant, within thirty (30) days after receipt of written notice from Landlord, to comply with any of the other provisions of this Lease (other than those described in Sections 13.1.1 through 13.1.5 above), the terms,provisions, and covenants of which shall be deemed material;provided,however, that if any such default shall be a default that cannot be cured by the payment of money and cannot with diligence be cured within such thirty (3 0) day period, and if the cure of such default shall be promptly commenced and prosecuted with diligence, the period within which such default may be cured shall be extended for an additional period of time, not to exceed an additional sixty(60) days, as may be reasonably necessary to cure such default as long as Tenant prosecutes such cure with diligence and continuity and provided Landlord receives periodic reports with respect thereto. 13.2 Landlord's Remedies for Tenant Event of Default. 13.2.1 General. Upon the occurrence of any Event of Default by Tenant, regardless of whether enumerated in this Article, Landlord shall have the option, at Landlord's election, to pursue any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted Landlord by this Lease or at law or in equity: 13.2.1.1 Termination. Landlord may cancel and terminate this Lease and dispossess Tenant; 13.2.1.2 Re-eRtU. Landlord may elect to enter and repossess the Premises and relet the Premises, holding Tenant liable for any damages for all reasonable expenses incurred in any .such reletting and for any difference between the amount of Rent received from such reletting and the amount due and payable under the terms of this Lease; and 13.2.1.3 Costs. Landlord may enter upon the Premises and do whatever Tenant is obligated to do under the terms of this Lease. Tenant shall reimburse Landlord, within five (5) business days after written demand, for any costs and expenses (including, without limitation, reasonable attorneys' Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 15 of 23 fees) that Landlord may incur in effecting compliance with Tenant's obligations under this Lease. 13.2.2 Damages. Should Landlord, as a result of any Event of Default, elect to terminate this Lease, Landlord shall be entitled to collect from Tenant as damages all reasonable amounts necessary to compensate Landlord for all detriment caused by Tenant's failure to perform or that are likely to result therefrom including, but not limited to;reasonable attorneys' fees, costs of repossession, costs of removing persons or property from the Premises, costs of repairs to the Premises, cost of reasonable alterations to the Premises to make the space tenantable to prospective replacement tenants, costs of re-leasing the space, brokerage fees,'and the like.. 13.2.3 Re-En . If Landlord shall elect, as a result of any Event of Default, to reenter the Premises, Landlord shall not be liable to Tenant for any damages by reason of such entry. 13.3 Remedies Cumulative. All rights, options, and remedies of Landlord contained in this Lease 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. Landlord shall have the right to pursue any one or all of such remedies that may be provided herein or by law or in equity. Landlord shall have no duty to mitigate its damages under this Lease. ARTICLE 14--NOTICES Any and all notices, elections, or demands permitted or required to be made under this Lease shall be in writing, and shall be delivered personally, or sent by overnight courier service by a company regularly engaged in the business of delivering business packages (such as Federal Express), or sent by certified mail, return receipt requested, to the other party at the following addresses: If to Landlord: Central City Local Government Corporation c/o Director, Economic Development Dpt. 1150 South Freeway Fort Worth, TX 76104 With concurrent copes Leann D. Guzman City Attorney's Office 1000 Throckmorton Fort Worth, Texas 76102 Parldng Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 16 of 23 If to Tenant: Lancaster Corridor Redevelopment, LLC C/o Director,Economic Development Dpt. 1150 South Freeway Fort Worth, TX 76104 With a concurrent copy to: City Attorney City Attorney's Office 1000 Throckmorton Street Fort Worth, TX 76102 ARTICLE 15--EMINENT DOMAIN 15.1 Condemnation or Taking. If all or any part of the Premises shall be taken or condemned either permanently or temporarily for any public or quasi-public use or purpose by any competent authority in appropriation proceedings or by any right of eminent domain (including sale under threat of such a taking) (a "Taking"), then in any such event, but subject to the provisions of Section 15.2 (Claims for Tenant's Damages) regarding repair and restoration, the entire compensation award therefor, including, but not limited to, all damages as compensation for diminution in value of the leasehold created hereby, reversion, and fee, shall belong to Landlord without any deduction therefrom for any present or future estate of Tenant. Tenant hereby assigns to Landlord all its right, title, and interest in and to any such award. The Lease will end as of the date of the Taking, and all Rent will be abated as of such date. If less than substantially the entire Premises is the subject of a Taking, the Rent will be equitably adjusted as of the date of the Taking and this Lease will otherwise continue in full force and effect. Notwithstanding the foregoing, if a Taking occurs of so substantial a part of the Premises that Landlord concludes, in its reasonable discretion, that it is impracticable to continue to operate the Premises, then Landlord, at its option, may terminate this Lease by notifying Tenant and specifying a date not earlier than thirty (30) days after the date of such notice as of which date this Lease will terminate. On the termination of this Lease, all Rent will be abated as of the date of termination. 15.2 Claims for Tenant's Damages. Although all damages in the event of any Taking are to belong to Landlord, whether such.damages are awarded as compensation for diminution in value of the leasehold, reversion, or fee of the Premises, Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to Tenant's business by reason of the Taking and for or on account of any cost or loss that Tenant might incur in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment, provided Landlord's award is not reduced thereby. ARTICLE 16--SURRENDER AND HOLDING OVER Tenant shall deliver and surrender to Landlord possession of the Premises upon the expiration or earlier termination of the Lease, in good condition and repair (ordinary wear and tear and damage by fire and other perils covered by standard fire and extended coverage Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 17 of 23 insurance only excepted) free of debris and litter. Should Tenant or any party claiming under Tenant remain in possession of all or any part of the Premises after any expiration or earlier termination of this Lease,no tenancy or interest in the Premises shall result therefrom but such holding over shall be an unlawful detainer and all such parties shall be subject to immediate eviction and removal, and Tenant shall pay Landlord, without demand, a sum equal to double the Rent as specified herein then payable at the time of expiration or earlier termination of this Lease, for any period during which Tenant shall hold the Premises after the stipulated Term shall have terminated. ARTICLE 17 -- SALE OF PREMISES BY LANDLORD DELETED BY AGREEMENT OF THE PARTIES ARTICLE 18—TENANT'S AUTHORITY Tenant represents and warrants that it has full right and authority to enter into this Lease and by doing so does not violate any existing agreement or indenture to which it is a party or by which it is bound or affected, or any provisions of its governing or enabling documents or regulations; that the execution and delivery of this Lease has been duly authorized by all necessary action on the part of Tenant, and upon request of Landlord, Tenant will deliver to Landlord a true, correct and certified copy of the enabling authorizations by Tenant; that the person executing this Lease on behalf of Tenant has full power and authority to execute this Lease on behalf of Tenant and to bind Tenant under this Lease; and that this Lease constitutes the legal, valid, and binding obligation of Tenant, enforceable against Tenant in accordance with its terms. ARTICLE 19 --ATTORNEYS' FEES DELETED BY AGREEMENT OF THE PARTIES ARTICLE 20 --MISCELLANEOUS 20.1 Abandoned Property. Tenant's personal property not promptly removed by Tenant from the Premises at the termination of this Lease, whether termination shall occur by the lapse of time or otherwise, shall thereupon be conclusively presumed to have been abandoned by Tenant to Landlord. Fixtures attached to the Premises become the property of Landlord. 20.2 Assignment and Subletting. Except as provided below, Tenant shall not assign this Lease, or any right of Tenant under this Lease, or sublet the Premises, for consideration or no consideration, whether voluntarily, by operation of law, or otherwise, and any attempt to do so shall be void, and any such attempt shall cause immediate termination of this Lease: Tenant may sublease any portion of the Premises without Landlord's permission, provided that it is for parking of Vehicles. 20.3 Severability. If any clause or provision of this Lease is or becomes illegal, invalid or unenforceable because of present or future laws or any rule or regulation of any Parldng Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 18 of 23 governmental body or entity, effective during the Lease Term, the intention of the parties hereto is that the remaining parts of this Lease shall not be affected thereby unless such invalidity is, in the sole determination of the Landlord, essential to the rights of both parties, in which event Landlord has the right, but not the obligation,to terminate the Lease on written notice to Tenant. 20.4. Entire Lease. This Lease constitutes the entire agreement between Landlord and Tenant relating to the use of the Premises and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. This Lease may not be amended, modified, extended, or supplemented except by written instrument executed by both Landlord and Tenant. 20.5 Exhibits. All Exhibits attached hereto are deemed incorporated herein by reference as though made an integral part hereof. 20.6 Headings. The article, section, and other headings are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope or intent of this Lease nor in any way affect this Lease. 20.7 Counterparts. This Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same document. 20.8 Construction of Terms. None of the covenants, terms, or conditions of this Lease to be kept and performed by either party shall in any manner be altered, waived,modified, changed, or abandoned, except by a written instrument, duly signed, acknowledged, and delivered by the other party. Landlord and Tenant agree that in construing this Lease all provisions shall be construed to give them effect. Landlord and Tenant agree that the rule construing language most strongly against the party who prepared the language shall not be enforced as to this Lease and both the parties hereby expressly waive the right to claim the application and result of the above rule. 20.9 Lease Memorandum. Each party shall have the right, at its sole cost and expense (including the payment of all recordation and transfer taxes), to record a short form or memorandum of this Lease (but not the Lease itself) and, promptly upon request, the other parry 20.10 Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of Texas. ARTICLE 21 --WAIVER 21.1 No Waiver. No waiver of any covenant, condition, or legal right or remedy shall be implied by the failure of Landlord to declare a default, or for any other reason, and no waiver of any condition or covenant shall be valid unless it is in writing signed by Landlord. No waiver by Landlord in respect to the waiver of a breach of any condition or covenant be claimed or pleaded to excuse a future breach of the same condition or covenant. No waiver of any default by Tenant shall be implied from any acceptance by Landlord of any Rent or other payments due or by any omission by Landlord to take any action on account of such Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 19 of 23 default if such default persists or is repeated, and no express waiver shall affect any other default other than as specified in such waiver. 21.2 No Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided for in this Lease or available at law or in equity. In witness whereof,the parties hereto have caused this Lease to be executed as the day and year first above set forth. LANDLORD: CENTRAL C TY LOCAL GOVERNMENT CORPORATION BY: NAME: GUS ORD TITLE: PRESIDENT TENANT: LANCASTER CORRIDOR REDEVELOPMENT, LLC BY: NAME: JESUS CHAPA TITLE: MANAGER OFFICIAL RECORD CITY SECRETARY FT,WORTH,TX Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC _ Page 20 of 23 EXHIBIT "A" DESCRIPTION OF PREMISES Lot 23 through 34,Block V,DAGGETTS ADDITION,an Addition to the City of Fort Worth,Tarrant County, Texas \ \ a tzsl'iX lnea' ,taY Slrw'uY ,,.rr uti If!!Ir]S] taY 3 4-i AK u \ L,! MW)S]I1 i1M' ORbIY Ap!)103' \ \ L,r ,gr)SS,1r IS.I S' c�io:sear zu• ( \ US MDr11— ISIY Se OVI ):..I!• uo mnrr.T aaar I J 9" Ln ,m,rm ...x• 1 H \\ ui MrrruT a .mromca'IL arc u: rirlrsrr I 1aae -� ' Lor Js ec r\ *� ri ut la:p'srr ttar I o.aa[rn Jorrw r as)cr 5. ee v�ecrci� `\ _ Y'� a !o• loo' ua sotor'err ,nar � ` \ � Ln tmmmti uxr m- lerxor'c x,wr wmc Ymrr ,` \ x•,r.t'-56' I aw=?rr r?rav _j V FORT WORTH a b ry $1�/umI Ob\� i gnu r�mID�r..mN yp�e� pry„ ,.� CITY PLAN.�1OMRTM=N cr[Y or roar tvoxrn.�runs K I srrn'ieT.)eery $(Y" rOrKK i,JLr MiwM ]].rpYb�Ylary Q,vaO.lcpY e `���—��' I [ ��. riot 4Vlfa6M' a�00r)ATMrYrNy/wL. I ' � I ware x.zlm neJpat...taw. a!8 a0 rpagc l ®Gvror7j OaRal MrlOelt ��1f / W-Suril'4TE 67 1�% � �rn,c. � � �ae i✓ �'r 1 �) p� rr �[/ �a�%rw wzir`u. SLEW 7 Ic _ lI. 16th )Ir Mal IM1L ltY,ROD'or L' pO 1 pu.l m f ram to I I 64IIl�1�NJf xx.�� S + ! Y awm'".'I S'�, i I scar:r ! �no aT _�rc>+x i ;r.. - _•ir:rn_ ..` -- -- uc asr.rvn...� a °Viroa..a wtr t wrma:.minr rtee�, i XQ regia o�►.um Lrra�sl .uz n t .f I e I Y i-� i! 1 1 ) {.e - r. u • ra m ETA - - p _� car nrc„a4L I o)�r I ru � r t E uo I'�'� I r.rmarx eJr —r ._- _ � It- � ___ aaaY '_� F ( u��'r\s•maw\ a4�+.+ .n fa,e„,n tea, R ? � _ • 16r - _ __' a C`P P� tiaa.I n _ �I�SJY Cb� )J �dV2'i'In 7I JANMSTBR AMUr - MbIdF`mX Rb-�) 4'M1ov W.6va4 a& �� `� -�._��_ ���_._._ -_ __ Pam/m4•n)bgl A 1bmN.Ska4,LTL Duc/w)Sy)011 Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 21 of 23 EXHIBIT "B" COMMON AREAS Parldng Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 22 of 23 EXHIBIT "C" TENANT ACCEPTANCE LETTER This declaration is hereby attached to and made part of the Parking Lease dated as of , 20_ entered into by and between CENTRAL CITY LOCAL GOVERNMENT CORPORATION, a Texas local government corporation, as Landlord and LANCASTER CORRIDOR REDEVELOPMENT, LLC, as Tenant. 1. The undersigned, as Tenant, hereby confirms as of the day of , the following: 2. Tenant has accepted possession of the Premises on and is currently able to occupy the same. 3. The Commencement Date as defined in the Lease is , 4. The Expiration Date of the Lease is 5. All alterations and improvements required to be performed by Landlord pursuant to the terms of the Lease to prepare the entire Premises for Tenant's initial occupancy have been satisfactorily completed, except for the following: 6. As of the date hereof, Landlord has.fulfilled all of its obligations under the Lease. 7. The Lease is in full force and effect and has not been modified, altered, or amended, except pursuant to any instruments described above, if any. TENANT: LANCASTER CORRIDOR REDEVELOPMENT,LLC By: Name: Title: Parking Garage Lease(171 Spaces)—CCLGC to Lancaster Corridor Redevelopment,LLC Page 23 of 23 Exhibit"B" TCCD Agreement Attached Sublease Agreement Between Lancaster Corridor Redevelopment, LLC as Sublandlord and Tarrant County College District as Subtenant SUBLEASE AGREEMENT Between LANCASTER CORRIDOR REDEVELOPMENT,LLC a Texas limited liability company as Sublandlord i and I TARRANT COUNTY COLLEGE DISTRICT I as Subtenant PARHING SUBLEASE AGREEMENT This PARKING SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of by and between LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas limited liability company ("Sublandlord") and TARR.ANT COUNTY COLLEGE DISTRICT, ("Subtenant"). RECITALS WHEREAS,the Central City Local Government Corporation, a Texas local government corporation formed by the City of Fort Worth ("Owner") is the owner of certain real property ! described as Block 5,Lot 34R,Daggett Addition; less right-of-way, Jennings East Avenue,Fort Worth,Tarrant County,Texas(collectively,the"Land"). . I WHEREAS, Owner intends to cause the development of a parking garage with approximately 453 parking spaces on the Land ("Parking Garage") to serve the public and to serve the tenants and owners of Pinnacle Bank Place Development. WHEREAS, Sublandlord is the tenant under that certain 171 Parking Garage Lease, which includes the Premises; WHEREAS, Subtenant desires to lease from Sublandlord, and Sublandlord desires to lease and demise to Subtenant, certain premises in.the Parking Garage and other interests herein defined as the Premises;and WHEREAS, Subtenant intends to use the parking spaces leased under this.Sublease for the parking needs of the Subtenant;and WHEREAS, Sublandlord acknowledges the extent and significance of Subtenant's reliance upon the parking spaces leased under this Sublease; NOW, THEREFORE, for and in consideration of the above and foregoing premises and the mutual covenants and agreements set forth herein, together with other good and valuable consideration, the receipt and sufficiency of which is hereby confirmed and acknowledged by each of the parties hereto, the undersigned Sublandlord and Subtenant do hereby agree as follows: AGREEMENT ARTICLE 1—DEFINITIONS The provisions of this Article 1 are an integral part of this Lease and all of the terms hereof are incorporated into this Lease in all respects and for all purposes. In addition to the other terms which are elsewhere defined in this Lease,the following capitalized terms,whenever Parking Garage Sublease —LLC to Tarrant County College District Page 2 of 29 used in this Lease, shall have the meanings set forth in this Article 1, and only such meanings, unless such meanings are expressly contradicted,limited or expanded elsewhere herein: 1.1 . "171 Parking Garage Lease" shall mean that certain lease agreement dated as of April.29 2016 by and between the.Sublandlord as the tenant and Owner as the landlord with respect to portions of the Parking Garage,including the Premises.. 1.2 "Applicable Environmental Law"means any statutory law, regulation,or case law pertaining to health or the environment, or oil or petroleum products, or Hazardous Substances, including without limitation: (i) CERCLA; (ii) the Hazardous Materials Transport Act as codified at 42 U.S.C..§ 1801 et seq,, as amended; (iii)the Resource Conservation and Recovery Act as codified at 42 U.S.C. § 6901 et seq., as amended; and any so-called "Superfund" or "Superlien" law, or any other applicable legal requirement presently in effect or hereafter enacted. 1.3 "Casualty"shall mean a loss or damage caused by fire or other casualty. 1.4 "CERCLA" shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") as codified at 42 U.S.C. § 9601 et seq., as amended. 1.5 "Commencement Date" shall mean the date the Premises are Ready for Occupancy. 1.6 "Common Areas" shall mean any and all interior or exterior areas of the Parking. Garage not specifically demised and leased-to Subtenant or to other tenants, as identified on Exhibit`B"attached hereto and incorporated herein for all purposes. 1.7 "Event of Default" shall have the meaning set forth in Section 12. 1.8 "Hazardous Substances" shall have the meaning specified for such term in CERCLA; provided, however, that (a) if CERCLA is amended to broaden the meaning of any term defined thereby, such broadened meaning shall apply after the effective date of such amendment; (b) to the extent that Texas law establishes a meaning for "Hazardous Substance" that is broader than that specified in CERCLA, such broader meaning shall apply; and (c) "Hazardous Substances" shall also be defined to include oil, petroleum products, extremely flammable substances,explosives, and radioactive materials. 1.9 "Indemnified Parties" shall mean Sublandlord,together with its officers, directors, employees,servants and agents. 1.10 "Land" shall mean certain real property described as Block 5 Lot 34R, Daggett Addition; less right-of-way,Jennings East Avenue,Fort Worth,Tarrant County,Texas. 1.11 "Master Landlord" shall mean Owner, as the landlord of the 171 Parking Garage Lease. Parking Garage Sublease —LLC to Tarrant County College District Page 3 of 29 1.12 "Owner" shall mean the Central City Local Government Corporation, a Texas local government corporation formed by the City of Fort Worth. 1.13 "Parking Garage"shall have the meaning set forth in the second Recital. 1.14 "Pinnacle Bank Place Development" shall mean the development by Sublandlord that shall be located adjacent to and near the Land and shall consist of a multi-level mixed-use building consisting of approximately 160,000 square feet of residential and retail space. 1.15 "Premises"shall have the meaning set forth in Section 2.1. 1.16 "Ready for Occupancy" shall mean that the Premises are made available for use by Subtenant for daily parking. 1.17 "Release" shall have the meaning specified for such term in CERCLA; provided, however. that (a) if CERCLA is amended to broaden the meaning of any term defined thereby, such broadened meaning shall apply after the effective date of such amendment; (b)to the extent that Texas law establishes a meaning for "Release" that is broader than that specified in CERCLA, such broader meaning shall apply. 1.18 "Rent"shall mean the amount specified in Section 4.1. 1.19 "Reserved Spaces" shall mean the 40 marked,reserved spaces to be located in the Parking Garage for the use by Subtenant and Subtenant's agents, representatives, employees, customers and invitees,as more particularly described in Exhibit"A". 1.20 "Sublease Term" shall mean the term of the Sublease, commencing on the date the Parking Garage is Ready for Occupancy. 1.21 "Utilities" shall mean all public and private utilities deemed necessary by Sublandlord for the normal operation of the Parking Garage, including electric, heating and air conditioning (as appropriate for the season in the elevator), trash removal,janitorial, and other reasonably required utility services available to the Premises. 1.22 "Vehicles" shall mean non-commercial passenger automobiles (but expressly permitting delivery vans for Subtenant and valet shuttles so long as such vehicles are parked within striped parking spaces), pickup trucks, motorcycles and bicycles, provided that (a)the term "Vehicles" will not include any vehicle with more than two axles or with a carrying capacity of more than one ton, and (b)the maximum height of any Vehicle entering the Parking Garage shall be 100 inches from ground level. ARTICLE 2--PREARSES 2.1. Premises. As of the Commencement Date (hereinafter defined), and subject to the provisions hereinafter set forth and in consideration of the rent to be paid and of the covenants and agreement to be performed by Subtenant herein set forth, Sublandlord does hereby i Parking Garage Sublease —LLC to Tarrant County College District Page 4 of 29 lease to Subtenant, and Subtenant leases from Sublandlord, the exclusive use of the Reserved Spaces, all as more particularly described.on Exhibit "A", attached hereto and made a part hereof for all purposes(collectively,the"Premises"). 2.2. Condition of Premises. Subtenant taking of possession of the Premises shall be conclusive evidence that (a) the Premises are suitable for the purposes and uses for which same are leased; and (b) Subtenant waives any and all defects in and to the Premises, *its appurtenances, and in all the appurtenances thereto. 2.3. Common Areas; Access to Private Parking Areas. Subtenant, its employees, agents, contractors, suppliers, and representatives, in conjunction with the use, operation, repair and maintenance of the Premises, is hereby granted a non-exclusive license to access and use the Common Areas (as hereinafter defined) throughout the Term. Such non-exclusive license shall not interfere with or hinder the use of the Common Areas by Sublandlord and/or the other owners,tenants, or occupants of the Property. ARTICLE 3--TERM 3.1 Sublease Term. Subject to the other provisions hereof,this Sublease shall be for a term("Sublease Term")commencing.on the date the Parking Garage is Ready for Occupancy, which date shall be referred to as the "Commencement Date", and expiring December 31 following the fifth (5a`) anniversary of the Commencement Date. The term "Sublease Year" shall mean each full.twelve (12) month calendar year period during the Term, with the .first Sublease Year commencing on the January I" next following the Commencement Date and ending on December 31't of such year. Upon the date the Parking Garage is Ready for Occupancy, Subtenant shall promptly execute and deliver to Sublandlord the Subtenant Acceptance Letter attached hereto and made apart hereof for all purposes as Exhibit"C". 3.2 Renewal Term. Subject to the conditions set forth below, Subtenant is granted the option to renew this Sublease for one(1) additional term of five(5)years;the Renewal Term commencing on the date following the expiration of the Initial Sublease Term of this Sublease. Said option to renew this Sublease shall be on the same terms, conditions, and covenants as are set forth herein,except that the Rental during the Renewal Term shall be specified in Article 4. ARTICLE 4--RENT 4.1 Rent. Subtenant agrees to pay Sublandlord without demand, deduction or set off, at Sublandlords address as set forth in Article 13,or at such other place as Sublandlord from time to time may designate in writing,20 Reserved Spaces at$40 per month each for a five year term and 20 Reserved Spaces at $60 per month each for a five year term; after initial five year term, a second five year term can be exercised for all 40 Reserved Spaces at$60 per month each; (collectively, the "Rent"). Rent shall be due and payable on the first day of each month after Sublandlord notified Subtenant that the Premises are Ready for Occupancy. Rent shall be paid to Sublandlord at the address specified in the notice that the Premises are Ready for Occupancy. Subtenant may pay each year in advance. Parking Garage Sublease —LLC to Tarrant County College District Page 5 of 29 ARTICLE 5—USE AND MAINTENANCE OF PREMISES 5.1 Use of Reserved Spaces. Subtenant Permitted Use: Subtenant shall have the right to use the Premises only for the following purposes: (a)parking Vehicles in the Reserved Spaces by Subtenant and Subtenant's employees, customers, invitees, or licensees; and (b)non-exclusive pedestrian and vehicular access to and from the Parking Garage and to and from the Reserved Spaces by the persons identified in subsection (a) of this Section 5.1. Subject to the Sublandlord Permitted Use and except during any period of repair or restoration,such Subtenant Permitted Use shall be available each day during the term of this Lease. -Sublandlord Permitted Use: Sublandlord reserves.the right to (a)grant to such parties as Sublandlord deems reasonably appropriate licenses and other rights of use with respect to the Parking Garage and the.Common Areas other than in the Premises; (b)take such actions as Sublandlord may deem reasonably appropriate to discourage unauthorized parking; (c)make alterations, additions and improvements to the Parking Garage and Common areas; (d)manage and control the Parking Garage in such manner as Sublandlord may deem reasonably appropriate; (e)establish,modify and enforce reasonable rules and regulations with respect to the Parking Garage and Common Areas; (f) close temporarily all or any portion of the Parking Garage or Common Areas for the purpose of making repairs, alterations, additions or improvements thereto, and(g) install one or more controlled access devices,whether it be gates utilizing card keys or tokens or alternative systems, so long as Sublandlord bears all costs associated with the installation, maintenance and operation of such controlled access devices, and the installation and operation of such devices is in compliance with all applicable laws.and ordinances and does not preclude or interfere with access to or use of the Reserved Spaces by Subtenant or other parties authorized by Subtenant to use such Reserved Spaces at all times, whether that be by provision of additional tokens,key cards or similar measures. Manner of Use: Subtenant will conduct itself and will direct each of its respective tenants, employees, agents, invitees and licensees to conduct itself in such a manner as.not to create any nuisance, nor interfere with, annoy or disturb Sublandlord or any other tenant or subtenant of the Parking Garage. Subtenant may at any time and at its sole cost and expense use signage on Reserved Spaces which may also signify that the use of such spaces is subject to the Tenant Permitted Use. Subtenant shall only permit parking on the Reserved Spaces, and shall not use or permit or suffer the use of the Reserved Spaces or any part thereof, for any other purpose. Subtenant shall strictly enforce parking capacity and weight load limits of the Premises. Subtenant shall ensure that vehicles are parked in Reserved Spaces only. Subtenant shall not allow, place or install in the Reserved Spaces any vehicle, combination of vehicles, or equipment that weigh in excess of the normal load-bearing capacity of the floors of the Premises. Subtenant shall have use of the Reserved Spaces twenty-four (24)hours per day, seven (7) days per week. Subtenant shall use and occupy the Premises in a careful, safe, and property manner and shall keep the Premises in a clean and safe condition in accordance with this Sublease. Subtenant shall faithfully and promptly comply with all laws, ordinances, orders, rules, and regulations of all governmental authorities having jurisdiction, and/or rules and regulations Parking Garage Sublease —LLC to Tarrant County College District Page 6 of 29 i imposed by Sublandlord from time to time, relative to the use, condition, or occupancy.of the Premises. 5.2 Extra Hazardous Activity. Subtenant shall not do or keep anything in or about the Premises that will contravene Sublandlord's policies insuring against loss or damage by fire or other hazards, or that will prevent Sublandlord from procuring such policies in companies acceptable to Sublandlord. 5.3 Alterations or Improvements. Subtenant shall have no right to make changes or alterations to the Premises. 5.4 Environmental. As used herein, "Applicable Environmental Law" means any statutory law,regulation,or case law pertaining to health or the environment,or oil or petroleum products, or Hazardous Substances, including without limitation: (i) the Comprehensive Environmental Response, Compensation,and Liability Act of 1980 ("CERCLA') as codified at 42 U.S.C. § 9601 et seq., as amended; (ii)the Hazardous Materials Transport Act as codified at 42 U.S.C. § 1801 et seq., as amended; (iii) the Resource Conservation and Recovery Act as codified at 42 U.S.C. § 6901 et seq., as amended; and any so-called"Superfund" or"Superlien" law, or any other applicable legal requirement presently in effect or hereafter enacted. As used herein the terms "Hazardous Substances" and"Release" shall have the meaning specified for such terms in CERCLA; provided, however, that (a) if CERCLA is amended to broaden the meaning of any term defined thereby, such broadened meaning shall apply after the effective date of such amendment; (b)to the extent that Texas law establishes a meaning for"Hazardous Substance" or "Release"that is broader than that specified in CERCLA, such broader meaning shall apply; and (c.) "Hazardous Substances" shall also be defined to include oil, petroleum products, extremely flammable substances,explosives,and radioactive materials. 5.4.1 No Releases. Subtenant shall.not suffer, allow,. permit, or cause the generation,accumulation,storage,possession,Release, or threat of Release of Hazardous Substances; provided however, the foregoing prohibition shall not be applicable to (i) Hazardous Substances that are present on the Premises before the Commencement Date, provided that Subtenant shall have the burden of proving that such Hazardous Substances were present on the Premises before the Commencement Date; or (ii) normal and reasonable amounts of cleaning and pest control supplies necessary for normal maintenance of the Premises as a parking garage so long as such materials are properly, safely, and lawfully stored and used by Subtenant and the quantity of same does not .exceed a"reportable quantity"as defined under 40 C.F.R. 302,as amended. 5.4.2 . Notification of Releases. Subtenant shall notify Sublandlord immediately upon learning: (i) that any duty described in Section 5.6 of this Sublease has been violated; (ii) that there has been a Release, discharge, or disposal of any Hazardous Substance on any part of the Premises or the Property; or (iii) that the Property or improvements thereon are subject to any third-party claim or action, or threat thereof, because of any environmental condition at the Property or in or originating from the Property or arising in connection with the use of the Property. Subtenant shall promptly provide Sublandlord with copies of all correspondence to or from third parties regarding Parking Garage Sublease —LLC to Tarrant County College District Page 7 of 29 such claims or actions or regarding environmental conditions in or originating from the Property. 5.4.3 Remediation. In the event of a Release of any Hazardous Substance on, in, or from the Premises that was caused by Subtenant and not caused by Sublandlord, Subtenant shall immediately cause complete remediation of such Release and restore the Premises to the condition that existed prior to the Release. Sublandlord and its agents shall have the right, but not the obligation, to enter the Premises and remediate any environmental condition on the Premises to comply with all Applicable Environmental Laws during which time Subtenant shall not be entitled to any abatement of Rent. . 5.4.4 Costs; Indemnification. Subtenant shall pay any judgments, fines, charges, fees, damages, losses, penalties, demands, actions, costs, and expenses (including, without limitation, legal fees and expenses), remedial and response costs, remediation plan preparation costs, and any continuing monitoring or closure costs arising from or pertaining to the application of any Applicable Environmental Law to the Premises due to a breach of Subtenant's obligations under this Section 5.4. To the extent permitted by applicable law, Subtenant shall INDEMNIFY AND FOREVER HOLD HARMLESS OWNER, THE INDEMNIFIED PARTIES OF AND FROM ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), JUDGMENTS, FINES, CHARGES, FEES, DAMAGES, LOSES, PENALTIES, DEMANDS; ACTIONS, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND EXPENSES), REMEDIAL AND RESPONSE COSTS, REMEDIATION PLAN PREPARATION COSTS, AND ANY CONTINUING MONITORING OR CLOSURE COSTS INCURRED OR SUFFERED BY- THE INDEMNIFIED PARTIES, OR ASSERTED BY AN THIRD PARTY AGAINST THE INDEMNIFIED PARTIES,DUE TO THE BREACH OF SUBTENANT'S OBLIGATIONS SET FORTH IN THIS SECTION 5.4. 5.4.5 Surrender. At the expiration or earlier termination of this Sublease, Subtenant shall return the Premises to Sublandlord free of any Hazardous Substances in, on, or from the Premises that were not placed on the Premises by Sublandlord or present on the Premises prior to the Commencement Date, 5.4.6 Survival. The provisions of this Section 5.4 shall survive the expiration or earlier termination of this Sublease: ARTICLE 6--OPERATION OF PREAUSES 6.1 Business Hours. Sublandlord and Subtenant agree to keep the Premises open continuously for twenty-four (24) hours per day, seven (7) days per week during the Term, except that Sublandlord shall be allowed to restrict parking as necessary for temporary closures to address emergencies, public safety, repairs and maintenance, or as specifically permitted under this Sublease. 6.2 General Covenants of Subtenant. Parking Garage Sublease —LLC to Tarrant County College District Page 8 of 29 6.2.1 _Compliance with Le ag I Requirements. After the Commencement Date, Subtenant shall comply with all applicable Legal Requirements for the use, operation, repair, maintenance, replacement, and occupancy of the Premises and the cleanliness and safety thereof. 6.2.2 Rules and Regulations. Sublandlord shall have the right from time to time to develop,implement, and enforce reasonable rules and regulations for the use and care of the Premises. Subtenant shall,at its sole cost and expense,use reasonable efforts to cause its customers,invitees, and licensees to comply with such rules and regulations. ARTICLE 7—UTILITIES; SERVICES 7.1 Provision of Utilities. Sublandlord shall be responsible for providing to the Premises all Utilities. 7.2 Failure of Utilities. Notwithstanding anything herein to the contrary, Sublandlord shall have no.responsibility or liability to Subtenant f6r failure to perform any of the foregoing obligations on Sublandlord's part contained in this Article or for any failure or interruption in service of any Utilities. 7.3 Elevators. Sublandlord shall provide elevator _facilities including two (2) passenger elevators that shall serve the Premises. ARTICLE S--REPAIRS AND MAINTENANCE Sublandlord shall maintain*in good repair the Premises and Common Areas. Subtenant agrees to give Sublandlord written notice of defects or need for repairs in the Premises or Common Areas. If the need for repair is caused by Subtenant or Subtenant's invitees, Subtenant . shall be responsible, at its sole cost and expense, for the repairs. Sublandlord shall complete or have completed the repairs or maintenance within 10 business days of receiving such notification or.if repair is not capable of being completed within 10 business days, within a reasonable time thereafter, so long as the notified party is diligently pursuing such repair. Notwithstanding anything to the contrary, all repairs shall be done in Sublandlord's sole but reasonable discretion. ARTICLE 9—TAXES AND ASSESSMENTS 9.1 Ad Valorem Taxes. Subtenant recognizes and understands that this Sublease may create a possessory interest subject to property taxation and that Subtenant may be subject to the payment of property taxes levied on such interest. Provided, however, Subtenant shall have the right to apply to the Tarrant Appraisal District for an exemption from ad valorem taxation on the Premises. Subtenant agrees to pay taxes of any kind, including possessory interest taxes,that may be lawfully assessed on the leasehold interest hereby created and to pay all other taxes, excises, licenses, permit charges and assessments based on Subtenant's usage of Parking Garage Sublease —LLC to Tarrant County College District Page 9 of 29 the Premises that may be imposed upon Subtenant by law, all of which shall be paid when the same become due and payable and before delinquency. 9.2 Liens. Subtenant agrees not to allow or suffer a lien for any such taxes to be imposed upon the Premises or upon any equipment,improvements or property located thereon without promptly .discharging the same, provided that Subtenant, if so desiring, may have reasonable opportunity to contest the validity of the same. To the extent permitted by applicable law, Subtenant agrees to INDEMNIFY, DEFEND AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS FOR MECHANIC'S, MATERIAL SUPPLIER'S OR OTHER LIENS IN CONNECTION WITH ANY ALTERATIONS, REPAIRS OR CONSTRUCTION ON THE PREMISES, OR MATERIALS FURNISHED OR OBLIGATIONS INCURRED BY OR FOR SUBTENANT, ARTICLE 10—INDEMNITY AND INSURANCE 10.1 Indemnity. To the extent permitted by applicable law, (a) SUBTENANT SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, (INCLUDING COURT COSTS,ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE,KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE PREMISES BY SUBTENANT,ITS EMPLOYEES,PATRONS,AGENTS, INVITEE, SUBTENANTS AND ANY OTHER PARTY; (2) BY REASON OY ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF SUBTENANT OR ANY INVITEE, SUBTENANT, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF SUBTENANT, OR ANYONE SUBTENANT CONTROLS OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF SUBTENANT UNDER THIS LEASE (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF ANY INDEMNIFIED PARTIES. THE ONLY LIABILITIES WITH RESPECT TO WHICH SUBTENANTS OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTIES. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST ANY INDEMNIFIED PARTIES IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, SUBTENANT, ON NOTICE FROM SUBLANDLORD, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT SUBTENANT'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO SUBLANDLORD. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF SUBTENANT WITH RESPECT TO THE USE AND OCCUPANCY OF THE PREMISES, WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF THE LEASE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS LEASE. THIS Parking Garage Sublease —LLC to Tarrant County College District Page 10 of 29 I INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS,DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES'BENEFIT ACTS. (b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS ARTICLE 9, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT. 10.2. Waiver of Liability. NO INDEMNIFIED PARTIES SHALL BE,LIABLE IN ANY MANNER T0- SUBTENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM;FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNIFIED PARTIES: IN NO EVENT SHALL ANY INDEMNIFIED PARTIES BE LIABLE IN ANY MANNER TO SUBTENANT OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF SUBTENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE PREMISES, WHETHER PURSUANT TO THIS LEASE OR OTHERWISE SHALL BE AT THE RISK OF SUBTENANT ONLY, AND NO INDEMNIFIED PARTIES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF SUBTENANT, ITS EMPLOYEES, AGENTS; PATRONS, INVITEE, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF SUBLANDLORD OR SUCH LOSS OR DAMAGE IS OCCAISONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE, EVEN IF DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 10.3 Insurance. 10.3.1 Commercial General Liability Insurance To the extent permitted by applicable law, the Subtenant shall maintain at all times commercial general liability insurance insuring the Sublandlord and the Subtenant against all claims or demands for personal injuries to or death of any person, and damage to or destruction or loss of property, that may be claimed to have occurred on the Premises. The policies shall cover such risks and be in such amounts as the Sublandlord from time to time may reasonably request, but in any event with a combined single limit for bodily injury and property damage per occurrence of not less than Two Million Dollars ($2,000,000.00). The Subtenant's insurance shall be issued by an insurer licensed to business in the State of Texas and shall contain a waiver of subrogation endorsement.The Subtenant shall deliver to the Sublandlord certificates of such insurance coverage and evidence of payment of all premiums promptly upon demand by the Sublandlord, which to the extent permitted by Parking Garage Sublease —LLC to Tarrant County College District Page 11 of 29 i applicable law, certificates shall show the Sublandlord as an additional insured and shall provide that no cancellation,reduction in amount, or material change in coverage shall be effective until at least thirty(30) days after receipt of written notice to the Sublandlord. ARTICLE 11--DAMAGE TO PREMISES 11.1 General. If a loss or damage caused by fire or other casualty ("Casualty") partially damages or destroys the Parking Garage or the Premises, except as set forth in Section 11.2, Sublandlord shall diligently proceed to repair and restore fully, at its own cost,the structural elements of the Parking Garage or the Premises substantially to their condition before the Casualty. Due allowance, however, shall be given for the time required to adjust and settle insurance claims, and for such other delays as may result from government restrictions,,any controls on construction, and for strikes, emergencies, and other conditions beyond Sublandlord's reasonable control. 11.2 Casualty. If the Parking Garage or.any part of it or any appurtenance to it is so damaged by fire,casualty or structural defects that the Parking Garage'cannot be used for Subtenant's purposes, then either party shall have the right to terminate this Sublease. In such event, neither party shall have a cause of action against the other for monetary damages. Notwithstanding the foregoing, in the event that a parking garage or parking facility is subsequently constructed in the same location as the destroyed Parking Garage, Subtenant shall be entitled to lease the same number of spaces. in such garage or facility as it currently leases under this Sublease on generally the same terms and conditions. . ARTICLE 12--EVENTS OF DEFAULUREMEDIES 12.1 Events of Default by Subtenant. This Sublease is made upon the condition that Subtenant shall punctually and faithfully perform all covenants and agreements as herein set forth. The happening of any one or more of the following listed events of default shall constitute an event of default("Event of Default")of this Sublease by Subtenant- 12,1.1 ubtenant:12.1.1 Failure to Pay Rent. The failure of Subtenant to pay when due any part, portion, or component of any Rent payable by Subtenant; provided, however, that Sublandlord will give Subtenant notice and an opportunity to cure any failure to pay Rent within five (5) business days of any such notice and Subtenant agrees that such notice shall be in lieu of and not in addition to, or shall be deemed to be, any notice required by law; 12.1.2 Abandonment. The abandonment of the Premises, or cessation of Subtenant's use within all or a substantial portion of the Premises; 12.1.3 Bankruptcy_ The voluntary or involuntary filing by Subtenant of any petition or answer seeking any reorganization, liquidation, arrangement, readjustment, or similar relief for itself under any present or future legal requirement and the failure of Subtenant to secure a discharge thereof within ninety (90) days; Parking Garage Sublease —LLC to Tarrant County College District Page 12 of 29 i� I provided, however, that if Sublandlord shall not be permitted to terminate this Sublease because of the provisions of the Bankruptcy Code, then Subtenant as debtor- in-possession, or any trustee, receiver, or liquidator appointed for Subtenant's benefit, must provide adequate assurance of performance of the terms this Sublease, which shall include, without limitation, adequate assurance: (i) of the source of Rent reserved- hereunder; (ii) that the assumption of this Sublease will not breach any provision hereunder; and (iii) that the assumption or assignment of this Sublease will be to an operator of equal experience in the operation and management of similar facilities; and if the trustee does not cure such defaults and provide such adequate assurances of the foregoing under the Bankruptcy Code within the applicable time periods provided by the Bankruptcy Code, then this Sublease shall be deemed rejected and Sublandlord shall have the right to immediate possession of the Premises and shall be entitled to all remedies provided by the Bankruptcy Code for damages for a default or termination of this Sublease; 12.1.4 Waste. The commission of waste by Subtenant with respect to the Premises; 12.1.5 Failure to Maintain Required Insurance. The failure of Subtenant to secure the insurance coverages and provide evidence thereof to Sublandlord as required by this Sublease in accordance with the time periods set forth herein; or 12.1.6 Other Defaults. The failure of Subtenant, within thirty (30) days after receipt of written notice from Sublandlord, to,comply.with any of the other provisions of this Sublease (other than those described in Sections 12.1.1 through 12.1.5 above), the terms; provisions, and covenants of which shall be deemed material; provided, however,that if any such default shall be a default that cannot be cured by the payment of money and cannot with diligence be cured within such thirty (30) day period, and if the cure of such default shall be promptly commenced and prosecuted with diligence, the period within which such default may be cured shall be extended for an additional period of time, not to exceed an additional sixty (60) days, as may be reasonably necessary to cure such default as long as Subtenant prosecutes such cure with diligence and continuity and provided Sublandlord receives periodic reports with respect thereto. 12.2 Sublandlord's Remedies for Subtenant Event of Default. 12.2.1 General. Upon the occurrence of any Event of Default by Subtenant, regardless of whether enumerated in this Article, Sublandlord shall have the option, at Sublandlord's election,to pursue any one or more of the following in addition to,and not in limitation of, any other remedy or right permitted Sublandlord by this Sublease or at law or in equity: 12.2.1.1 Termination. Sublandlord may cancel and terminate this Sublease and dispossess Subtenant; I Parking Garage Sublease —LLC to Tarrant County College District i Page 13 of 29 12.2.1.2 Re-entry. Sublandlord may elect to enter and repossess the Premises and relet the Premises, holding Subtenant liable for any damages for all reasonable expenses incurred in any such reletting and for any difference between the amount of Rent received from such reletting and the amount due and payable under the terms of this Sublease; and j 12.2.1.3 Costs. Sublandlord may enter upon the Premises and do whatever Subtenant is obligated to do under the terms of this Sublease. Subtenant shall reimburse Sublandlord,within five(5)business days after written demand, for any costs and expenses (including, without limitation, reasonable attorneys' fees)that Sublandlord may incur in effecting compliance with Subtenant's obligations under this Sublease. 12.2.2 Damages. Should Sublandlord, as a result of any Event of Default, elect to terminate this Sublease, Sublandlord shall be entitled to collect from Subtenant as all reasonable amounts necessary to compensate Sublandlord for all detriment caused by Subtenant's failure to perform or that are likely to result therefrom including, but not limited to,reasonable attorneys' fees, costs of repossession,costs of removing persons or property from the Premises, costs of repairs to the Premises, cost of reasonable alterations to the Premises to make the space tenantable to prospective replacement tenants,costs of re-leasing the space,brokerage fees,and the like. 12.2.3 Re-Entry. If Sublandlord shall elect, as a.result of any Event of Default, to reenter the Premises, Sublandlord shall not be liable to Subtenant for any damages by reason of such entry. 12.3 Remedies Cumulative. All rights, options, and remedies of Sublandlord contained in this Sublease 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. Sublandlord shall have the right to pursue any one or all of such remedies that may be provided herein or by law or in equity. Sublandlord shall have no duty to mitigate its damages under this Sublease. ARTICLE 13--NOTICES Any and all notices, elections, or demands permitted or required to be made under this Sublease shall be in writing, and shall be delivered personally, or sent by overnight courier service by a company regularly engaged in the business of delivering business packages (such as Federal Express), or sent by certified mail,return receipt requested, to the other party at the following addresses: If to Sublandlord: Lancaster Corridor Redevelopment,LLC c/o Director Economic Development Dept. 1150 South Freeway Fort Worth,Texas 76104 Parking Garage Sublease —LLC to Tarrant County College District Page 14 of 29 With concurrent copy to: City Attorney City Attorney's Office 1000 Throckmorton Fort Worth,Texas 76102 If to Subtenant: Tarrant County College District Vice Chancellor for Real Estate and Facilities 1500 Houston St. Fort Worth,Texas 76102 With a concurrent copes Tarrant County College District Vice Chancellor for Administration and General Counsel 1500 Houston St. Fort Worth,Texas 76102 ARTICLE 14--EMINENT DOMAIN 14.1 Condemnation or Taking. If all or any part of the Premises shall be taken or condemned either permanently or temporarily for any public or quasi-public use or purpose by any competent authority in appropriation proceedings or by any right of eminent domain (including sale under threat of such a taking) (a"Taking"),then in any such event,but subject to the provisions of Section 14.2 (Claims for Subtenant's Damages) regarding repair and restoration, the entire compensation award therefor, including, but not limited to, all damages as compensation for diminution in value of the leasehold created hereby, reversion, and fee, shall belong to Sublandlord without any deduction therefrom for any present or future estate of Subtenant. Subtenant hereby assigns to Sublandlord all.its right,title, and interest in and to any such award. The Sublease will end as of the date of the Taking, and all Rent will be abated as of such date. If less than substantially the entire Premises is the subject of a Taking, the Rent will be equitably adjusted as of the date of the Taking and this Sublease will otherwise continue in full force and effect. Notwithstanding the foregoing, if a Taking occurs of so substantial apart of the Premises that Sublandlord concludes, in its reasonable discretion,that it is impracticable to continue to operate the Premises, then Sublandlord, at its option, may terminate this Sublease by notifying Subtenant and specifying a date not earlier than thirty (30) days after the date of such notice as of which date this Sublease will terminate. On the termination of this Sublease, all Rent will be abated as of the date of termination. I Parking Garage Sublease —LLC to Tarrant County College District Page 15 of 29 14.2 Claims for Subtenant's Damages. Although all damages in the event of any Taking are to belong to Sublandlord, whether such damages are awarded as compensation for diminution in value of the leasehold,reversion,or fee of the Premises, Subtenant shall have the right to claim and recover from the condemning authority, but not from Sublandlord, such compensation as may be separately awarded or recoverable by Subtenant in Subtenant's own right on account of any and all damage to Subtenant's business by reason of the Taking and for or on account of any cost or loss that Subtenant might incur in removing Subtenant's merchandise, furniture, fixtures, leasehold improvements and equipment, provided Sublandlord's award is not reduced thereby. ARTICLE 15--SURRENDER AND HOLDING OVER Subtenant shall deliver and surrender to Sublandlord possession of the Premises upon the expiration or earlier termination of the Sublease, in good condition and repair (ordinary wear and tear and damage by fire and other perils covered by standard fire and extended coverage insurance only excepted) free of debris and litter. Should Subtenant or any party claiming under Subtenant remain in possession of all or any part of the Premises after any expiration or earlier termination of this Sublease, no tenancy or interest in the Premises shall result therefrom but such holding over shall be an unlawful detainer and all such parties shall be subject to immediate eviction and removal, and Subtenant shall pay Sublandlord, without demand, a sum equal to double the Rent as specified herein then payable at the time of expiration or earlier termination of this Sublease, for any period during which Subtenant shall hold the Premises after the stipulated Term shall have terminated. ARTICLE 16—SALE OF PREAUSES BY OWNER DELETED ARTICLE 17—LIENS Sublandlord shall not place any lien on all or a portion of the Parking Garage unless and until lienholder has executed and delivered a non-disturbance and attornment agreement to Subtenant with respect to this Sublease. ARTICLE 18—SUBTENANT'S AUTHORITY Subtenant represents and warrants that it has full right and authority to enter into this Sublease and by doing so does not violate any existing agreement or indenture to which it is a party or by which it is bound or affected, or any provisions of its governing or enabling documents or regulations; that the execution and delivery of this Sublease has been duly authorized by all necessary action on the part of Subtenant, and upon request of Sublandlord, Subtenant will deliver to Sublandlord a true, correct and certified copy of the enabling authorizations by Subtenant; that the person executing this Sublease on behalf of Parking Garage Sublease —LLC to Tarrant County College District Page 16 of 29 I . I, Subtenant has full power and authority to execute this Sublease on behalf of Subtenant and to bind Subtenant under this Sublease; and that this Sublease constitutes the legal, valid, and binding obligation of Subtenant, enforceable against Subtenant in accordance with its terms. ARTICLE 19--ATTORNEYS' FEES Subtenant agrees to pay Sublandlord, or to pay on Sublandlord's behalf, as Additional Rent, upon demand, a reasonable attorney or other professional fee if Sublandlord employs an attorney or other professional for any of the following purposes: (i) to collect any Rent due hereunder by Subtenant; (ii)to protect the interest of Sublandlord if Subtenant is adjudicated or adjudged bankrupt; (iii) to protect Sublandlord's rights if legal process is levied upon the goods, effects, or personal property of Subtenant upon the Premises or upon the right,title,and interest of Subtenant in this Sublease or in the Premises; or (iv) to prevent Subtenant from violating, or to rectify the violation of, any of the terms,conditions, or covenants on the part of Subtenant herein contained. Subtenant shall pay, as Additional Rent, all other reasonable costs and expenses incurred by Sublandlord in securing the performance by Subtenant of all such terms, conditions, or covenants of this Sublease. Such reasonable fees shall be at not less than actual cost to Sublandlord for such services. Reasonable fees shall be deemed to be not less than the normal hourly rate or rates charged by Sublandlord's professionals for other similar work performed by such professionals. The billing and collection of such professional fees and other costs shall not require Sublandlord filing suit against Subtenant for the performance of the.terms, conditions, and obligations of this Sublease. If Sublandlord is the prevailing party in any litigation to enforce its rights under this Sublease, Subtenant shall pay to Sublandlord the reasonable,attorneys' fees and costs of suit, including fees and costs of appeal,incurred by Sublandlord. ARTICLE 20--AUSCELLANEOUS 20.1 Abandoned Property. Subtenant's equipment, trade fixtures and personal property not promptly removed by Subtenant from the Premises at the termination of this Sublease, whether termination shall occur by the lapse of time or otherwise, shall thereupon be conclusively presumed to have been abandoned by Subtenant to Sublandlord. Fixtures attached to the Premises become the property of Sublandlord. 20.2 Assignment and Subletting. (a) Except in the event of a sale or other conveyance of all of the May Ownes Center property, Subtenant shall not assign, transfer, sublet, or convey, or otherwise dispose of this Sublease or the rights, title, or interest in or to the same or any part thereof without the prior consent of the Sublandlord. The purchaser, lessee or assignee of the May Owen Center property shall be deemed a permitted assignment of the Subtenant's interest in this Sublease. In the event Subtenant does, without such prior consent, assign,transfer, sublet, convey, or otherwise dispose of the Sublease or of the right,title or interest therein or any part thereof, Sublandlord may,at its discretion,terminate the Sublease. i i Parking Garage Sublease —LLC to Tarrant County College District Page 17 of 29 (b) In the event of any assignment of this Sublease by Sublandlord,then Sublandlord shall, after the consummation of such assignment, be thereafter entirely freed and relieved of all liability under all covenants and obligations of"Sublandlord" under this Sublease with respect to the Premises or this Sublease occurring after the consummation of such assignment, and the person or entity to whom Sublandlord shall have made such assignment shall assume and thereafter be liable for all covenants and obligations of"Sublandlord" under this Sublease, and Subtenant shall attorn and be bound to and recognize the person or entity to whom Sublandlord shall have made such assignment as the"Sublandlord"under this Sublease. 20,3 Severability. If any clause or provision of this Sublease is or becomes illegal, invalid or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during the Sublease Term, the intention of the parties hereto is that the remaining parts of this Sublease shall not be affected thereby unless such invalidity is, in the sole determination of the Sublandlord, essential to the rights of both parties, in which event Sublandlord has the right, but not the obligation, to terminate the Sublease on written notice to Subtenant, 20.4 Entire Agreement. This Sublease constitutes the entire agreement between the parties related to the Parking Garage and the Reserved Spaces. 20.5 Exhibits. All Exhibits attached hereto are deemed incorporated herein by reference as.though made an integral part hereof. 20.6 Headings. The article, section, and other headings are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope or intent of this Sublease nor in any way affect this Sublease. 20.7 Counterparts. This Sublease may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same document. 20.8 Construction of Terms. None of the covenants, terms, or conditions of this Sublease to be kept and performed by either party shall in any manner be altered, waived, modified, changed, or abandoned, except by a written instrument, duly signed, acknowledged, and delivered by the other party. Sublandlord and Subtenant agree that in construing this Sublease all provisions-shall be construed to give them effect. Sublandlord and Subtenant agree that the rule construing language most strongly against the party. who prepared the language shall not be enforced as to this Sublease and both the parties hereby expressly waive the right to claim the application and result of the above rule. 20.9 Governing Law. This Sublease shall be construed and enforced in accordance with the laws of the State of Texas. I Parking Garage Sublease —LLC to Tarrant County College District Page 18 of 29 I I ARTICLE 21 --WAIVER 21.1 No Waiver, No waiver .of any covenant, condition, or legal right or remedy shall be implied by the failure of Sublandlord to declare a default, or for any other reason, and no waiver of any condition or covenant shall be valid unless it is in writing signed by Sublandlord. No waiver by Sublandlord in respect to the waiver of a breach of any condition or covenant be claimed or pleaded to excuse a future breach of the same condition or covenant. No waiver of any default by Subtenant shall be implied from any acceptance by Sublandlord of any Rent or other payments due or by any omission by Sublandlord to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any other default other than as specified in such waiver. 21.2 No Accord and Satisfaction. No payment by Subtenant or receipt by Sublandlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Sublandlord may accept such check or payment without prejudice to Sublandlord's right to recover the balance of such Rent or pursue any other remedy provided for in this Sublease or available at law or in equity.' ARTICLE 22—MASTER LEASE-TERMLNATION 22.1 In the event .the 171 Parking Garage Lease terminates for any reason, this Agreement shall terminate simultaneously with the 171 Parking Garage Lease,provided that all notices required by Owner to Subtenanthave been properly given as required in the 171 Parking Garage Lease. Upon termination,all prepaid rent shall be refunded back to Subtenant. ARTICLE 22 WAIVER Sublandlord acknowledges that Subtenant is a governmental entity ant nothing contained herein shall be construed by Sublandlord as consent by Subtenant to waive any of its constitutional or statutory rights,including but not limited to Soverign Immunity. In witness whereof, the parties hereto have caused this Sublease to be executed as the day and year first above set forth. i i Parking Garage Sublease —LLC to Tarrant County College District Page 19 of 29 SUBLANDLORD: LANCASTER CORRIDOR REDEVELOPMENT,LLC BY: NAME:JESUS CHAPA TITLE:MANAGER SUBTENANT: TARRANT COUNTY gLLEGE DISTRICT Y 1 ' 1 BY: NAAH. TITLE: ��n odd z z ! l d /4y OWNER CENTRAL LOCAL GOVERN NT CORPORATION BY: NAME: AGUS AN TITLE:PRESIDENT i Parking Garage Sublease —LLC to Tarrant County College District OFFICIAL��CQRa Page 20 of 29 CITY SECI�Ix�ARY FT.WOIRTH5 TX E7�IT "A" DESCRIPTION OF PREMISES All of the Reserved Spaces,being a total of 40 spaces,that are located in the parking garage for use by TCCD agents,representatives,employees,customers,and invitees. I Parking Garage Sublease —LLC to Tarrant County College District Page 21 of 29 EXHIBIT"B" COMMON AREAS (Common Areas in Grey1 �� rJ 017,1�M, b -- Rff t w z^ 3 sY w U Q cs. Z O z 0 a f Parking Garage Sublease —LLC to Tarrant County College District Page 22 of 29 J z 8 1: o W LL W Z� f. y a�two Y U d U.) 0 G G: C U i i Parking Garage Sublease —LLC to Tarrant County College District Page 23 of 29 6ZJO bZ 021ed �ot.gslQ oVolloD f4unoD}ueaaui,of DZZ— osealgng o2aiv J 9ulalaz(i O O z -D C) Fn m m � � cl I g o RB m � �a !| � |2 % . ! � ^ �Z � . . . . .. - . y � | ^ � ( 2 § . � ( ! E z / . ' § � ± o , ƒ � m . 2 � O , y . S Ui & � § . ; . . I Parking Garage ab! _ —LLC bTarrant County College District � Page y## 9a r N F� WW l7 7 O O aL 4d IL Z a 1 i U Q U Z O o � Parking Garage Sublease —LLC to Tarrant County College District Page 26 of 29 a p 6 N N Q W r � M �o ff.IL a o � a i U d U) 7 0 G Parking Garage Sublease —LLC to Tarrant County College District Page 27 of 29 EXHIBIT"C" SUBTENANT ACCEPTANCE LETTER This declaration is hereby attached to and made part of the Parking Sublease dated as of 20 entered into by and between LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas limited liability company, as Sublandlord and TARRANT COUNCTY COLLEGE DISTRICT, as Subtenant. I. The undersigned, as Subtenant, hereby confirms as of the day of , the following: 2. Subtenant has accepted possession of the Premises on and is currently able to occupy the same. 3. The Commencement Date as defined in the Sublease is , 4. The Expiration Date of the Sublease is 5. All alterations and improvements required to be performed by SublandIord pursuant to the terms of the Sublease to prepare the entire Premises for Subtenant's initial occupancy have been satisfactorily completed, except for the following: 6. As of the date hereof,Sublandlord has fulfilled all of its obligations under the Sublease. 7. The Sublease is in full force and effect and has not been modified, altered, or amended, except pursuant to any instruments described above,if any. SUBLANDORD: LANCASTER CORRIDOR REDEVELOPMENT, LLC By: Name: Title: Parking Garage Sublease —LLC to Tarrant County College District Page 28 of 29 SUBTENANT: TARRANT COUNTY COLLEGE DISTRICT By: Name: Title: i i I Parking Garage Sublease —LLC to Tarrant County College District Page 29 of 29 I I SUBTENANT ACCEPTANCE LETTER This declaration is hereby attached to and made part of the Parking Sublease dated as of September 12, 2016 entered into by and between LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas limited liability company, as Sublandlord and TARR.ANT COUNTY COLLEGE DISTRICT, as Subtenant. 1. The undersigned, as Subtenant, hereby confirms as of the Aay of March, 2017 the following: 2. Subtenant has accepted possession of the Premises on April 1, 2017 and is currently able to occupy the same. 3. The Commencement Date as defined in the Sublease is April 1,2017. 4. The Expiration Date of the Sublease is April 1,2022. 5. All alterations and improvements required to be performed by Sublandlord pursuant to the terms of the Sublease to prepare the entire Premises for Subtenant's initial occupancy have been satisfactorily completed, except for the following: 6. As of the date hereof, Sublandlord has fulfilled all of its obligations under the Sublease. 7. The Sublease is in full force and effect and has not been modified, altered, or amended, except pursuant to any instruments described above,if any. SUBLANDORD: LANCASTER CORRIDOR REDEVELOPMENT, LLC Name: Jesus Chapa Title: Manager SUBTENANT: TARR.ANT COUNTY COLLEGE DISTRICT By: Nam/EuZdOrbyannia Ed.D. j Titlp ancellor OFFICIAL RECORD CITY:SECRETARY FT. WORTH,TX SUBTENANT ACCEPTANCE LETTER This declaration is hereby attached to and made part of the Parking Sublease dated as of September 12, 2016 entered into by and between LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas limited liability company, as Sublandlord and TARRANT COUNTY COLLEGE DISTRICT, as Subtenant. 1. The undersigned, as Subtenant, hereby confirms as of the Okay of March, 2017 the following: 2. Subtenant has accepted possession of the Premises on April1, 2017 and is currently able to occupy the same. 3. The Commencement Date as defined in the Sublease is April 1,2017. 4. The Expiration Date of the Sublease is April 1,2022. 5. All alterations and improvements required to be performed by Sublandlord pursuant to the terms of the Sublease to prepare the entire Premises for Subtenant's initial occupancy have been satisfactorily completed, except for the following: 6. As cif the date hereof, Sublandlord has fulfilled all of its obligations under the Sublease. 7. The Sublease is in full force and effect and has not been modified, altered, or amended, except pursuant to any instruments described above, if any. SUBLANDORD: LANCASTER CORRIDOR REDEVELOPMENT, LLC By: , Name: Jesus Cha_ya Title: Manager SUBTENANT: TARRANT COUNTY CO LEGE DISTRICT By: Name:,Eu ovannini Ed.D. Titl . ncellor OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Exhibit"F" Rent Schedule Monthly Parking Space Lease Rate #Spaces Years Annual Rent $ 17.00 407 1 thru 5 $ 83,028.00 $ 17.43 407 6 thru 10 $ 85,103.70 $ 17.86 407 11 thru 15 $ 87,231.29 $ 18.31 407 16 thru 20 $ 89,412.07 $ 18.76 407 21 thru 25 $ 91,647.38 $ 19.23 407 26 thru 30 $ 93,938.56 $ 19.71 407 31 thru 35 $ 96,287.03 $ 20.21 407 36 thru 40 $ 98,694.20 $ 20.71 407 41 thru 45 $ 101,161.56 $ 21.23 407 46 thru 50 $ 103,690.59 $ 21.76 407 51 thru 55 $ 106,282.86 $ 22.31 407 56 thru 60 $ 108,939.93 $ 22.86 407 61 thru 65 $ 111,663.43 $ 23.43 407 66 thru 70 $ 114,455.02 $ 24.02 407 71 thru 75 $ 117,316.39 $ 24.62 407 76 thru 80 $ 120,249.30 $ 25.24 407 81 thru 85 $ 123,255.53 $ 25.87 407 86 thru 90 $ 126,336.92 $ 26.51 407 91 thru 95 $ 129,495.34 $ 27.18 407 96 thru 99 $ 132,732.73 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas ORT CITY COUNCIL AGENDA FoR� TWI-1 COUNCIL ACTION: Approved on 8/7/2018 REFERENCE „* 21 PINNACLE BANK PLACE DATE: 8/7/2018 NO.: L-16130 LOG NAME: PROJECT PARKING LEASE AGREEMENT CODE: L TYPE: CONSENT PUBLIC NO NO SUBJECT: Authorize Amendment to Mayor and Council Communication L-16114 Authorizing the Negotiation and Execution of a Parking Lease Agreement for the Lease of the Parking Garage Located at Lot 34R, Block V, Daggett's Addition in Support of the Pinnacle Bank Place Project to Change the Entity Name Approved from Beachwold Partners LP to BW Lancaster Parking LLC (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council amend Mayor and Council Communication (M&C L-16114) authorizing the negotiation and execution of a parking lease agreement for the lease of the parking garage located at Lot 34R, Block V, Daggett's Addition in support of the Pinnacle Bank Place Project to change the entity name approved from Beachwold Partners LP to BW Lancaster Parking LLC. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to seek authorization from the City Council to amend M&C L-16114 to change the entity name approved from Beachwold Partners LP to BW Lancaster Parking LLC. The Lancaster Corridor Redevelopment, LLC (LLC), entered into an agreement with Beachwold Partners LP relative to the sale of the LLC's ownership in the property located at 250 West Lancaster Avenue, commonly known as the Pinnacle Bank Place Project (Project). The City is the owner of the parking garage located at Lot 34R, Block V, Daggett's Addition adjacent to the Project. On May 1, 2018, City Council approved M&C L-16114 authorizing staff to negotiate and enter into a parking lease agreement with Beachwold Partners LP. In the process of closing the transaction, Beachwold Partners LP created an affiliated entity, BW Lancaster Parking LLC, to serve as the tenant under the lease. This M&C is being presented to memorialize City Council's approval that the parking garage lease will be with BW Lancaster Parking LLC. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the Transportation and Public Works Department, Parking Services section will be responsible for collection and deposit of revenue in accordance with the Parking Lease Agreement. TO Fund Department Account Project Program Activity Budget Reference# Amount 1D ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Steve Cooke (5118) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26189&councildate=8/7/2018 8/9/2018 M&C Review Page 2 of 2 Additional Information Contact: Roger Venables (6334) ATTACHMENTS Form 1295 - BW Lancaster Parking LLC.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=26189&councildate=8/7/2018 8/9/2018 L-1 u3o CERTIFICATE OF INTERESTED PARTIES FORM 1295 l of l Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-386739 BW Lancaster Parking LLC New York, NY United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/31/2018 being filed. City of Fort Worth Date Ac, owl dge 3 Provide the identification number used by the governmental entity or state agency to track or identify the co tract,and provide a description of the services,goods,or other property to be provided under the contract. PINNACLEASSIGN Garage Lease Nature of interest 4 Name of Interested Parry City,State,Country(place of business) (check applicable) Controlling Intermediary Friedman,Gideon Brooklyn,NY United States X 5 Check only if there is NO Interested Parry. ❑ 6 UNSWORN DECLARATION My name is_G i doom 2Cb(5 and my date of birth is �. My address is_ Sou 0Jf`k- 4nc l . J6YI+��Yl.� v� V 5 (street) (city) (stat (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Now qny-1.< County, State of on the I day of Ll 20 ) (mot (year) ignature oorized agent of contracting business entity f th (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711 'M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA F`�H COUNCIL ACTION: Approved on 511/2018 REFERENCE21 PINNACLE BANK PLACE DATE: 5/1/2018 NO.: **L-1 6114 LOG NAME: MIXED USE PARKING GARAGE CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Accept the Conveyance of Fee Simple Interest in All of Lot 34R, Block V, Daggett's Addition, Being Approximately 1.086 Acres of Land and Parking Garage Improvements Associated with the Pinnacle Bank Place Project from the Central City Local Government Corporation, Authorize the Negotiation and Execution of a Parking Lease Agreement with Beachwold Partners LP for the Lease of Parking Spaces in Support of the Pinnacle Bank Place Project (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Accept the conveyance of fee simple interest in all of Lot 34R, Block V, Daggett's Addition, being approximately 1.086 acres of land and parking garage improvements associated with the Pinnacle Bank Place project, from the Central City Local Government Corporation; 2. Authorize the City Manager or his designee to execute all related documents, including the acceptance of existing parking leases, easements, licenses and permits connected with the parking garage, and record the appropriate instruments necessary to accept the transfer of the property to the City of Fort Worth; and 3. Authorize the negotiation and execution of a Parking Lease Agreement with Beachwold Partners LP. DISCUSSION: The Lancaster Corridor Redevelopment, LLC (LLC), recently entered into an Agreement with Beachwold Partners, LP (Beachwold) relative to the sale of the LLC's ownership in the property located at 250 West Lancaster Avenue, commonly known as the Pinnacle Bank Place Project (Project). In connection with the Project, a separate parking garage, owned by the Central City Local Government Corporation (CCLGC), was constructed by the LLC with the use of Tax Increment Financing Reinvestment Zone Number Eight funds on the adjacent lot located at 246 West 15th Street, to serve the owners and tenants of the Project, and to provide public parking opportunities within the central city area. The CCLGC has voted to approve the transfer of ownership of the garage to the City at no cost to the City. It is recommended that the City receive ownership of the parking garage from the CCLGC and enter into a Parking Lease Agreement with Beachwold, for the use of parking spaces required to serve the owners, residents, retail tenants, and guests of the Project. An Agreement has been reached with Beachwold to lease 407 parking spaces in the parking garage, subject to the following general terms: 1. The term of the parking lease will be up to 99 years; 2. Annual lease revenue is $83,028 per year for years 1-5, with a 2.5% rate adjustment at 5 year increments; 3. 17 parking spaces will remain as 30 minute spaces, free to the public; 4. 25 parking spaces will be available for City employees; http://apps.cfwnet.org/council_packet/mc review.asp?ID=25687&councildate=5/l/2018 7/18/2018 -M&C Review Page 2 of 2 5. 52 spaces will be available at all times for use by the general public, with the first 2 hours being free between 6 a.m. and midnight; 6. Beachwold will be responsible for costs associated with the operation, maintenance and repair obligations of the parking garage, including elevators and electrical infrastructure; and 7. City will be responsible for costs of structural maintenance and repairs. Beachwold will be responsible for costs associated with the installation of control access and security improvements and be reimbursed up to $150,000.00 by the LLC from the net proceeds associated with the sale of 250 West Lancaster Avenue. The net book value of the garage as of September 30, 2017, was$7,397,467.70 with an associated land value of$2,535,306.30. Upon acceptance of the donation, the City will record the current depreciated value of the assets. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the Transportation and Public Works Department, Parking Services section will be responsible for collection and deposit of revenue in accordance with the Parking Lease Agreement. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID Year Chartfield 2 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Steve Cooke (5118) Additional Information Contact: Deanna Cody (8379) Roger Venables (6334) ATTACHMENTS Form 1295 -garage lease.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25687&councildate=5/l/2018 7/18/2018 �-- 1i CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos.1-4 and 6 it there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-336966 Beachwold Partners, L.P. New York,NY United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 04/10/2016 being filed. City of Forth Worth Date Ackled ed7 : 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. PINNACLEASSIGN Garage Lease Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Friedman,Gideon Brooklyn, NY United States X 5 Check only If there Is NO Interested Parry. ❑ 6 UNSWORN DECLARATION �t My name is_i w/( �p1.�S FN��/YIC�//l and my date of birth is My address is /9rS sN�ffi DJ y �7{(/a pVDp n t- 11 a I Us (street) (cit (stat) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Q� Executed in [w yOVk— County, State of on the jj day of Yi' 20 /O . month) (year) �* Signet, f authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523