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Contract 52848
f1v CITY SECRETARY 4 CONTRACT NO, A � 14, �� TERMINATION OF COMMERCIAL LEASE This Termination of Commercial Lease(the"Termination")is entered into to be effective as of September 1,2019 ("Effective Date")between City of Fort Worth("Tenant") and JTS Properties,LLC("Landlord"). RECITALS WHEREAS,Landlord and Tenant entered into a commercial Iease with a Commencement Date of October 1, 2012, with respect to Landlord's facility (the "Premises") at 541 North Main, Fort Worth, Tarrant County, Texas (the "Commercial Lease"), a copy of which is attached; WHEREAS,the term expired on January 31, 2018, and Tenant remained in holdover status under the Commercial Lease; WHEREAS,the parties negotiated a new lease and the new lease was approved by the Fort Worth City Council on January 30, 2018 (M&C C-28558); WHEREAS, under the terms of the new lease the Landlord was to make certain HVAC repairs and Tenant was to reimburse Landlord up to $40,657.62 for said HVAC repairs; WHEREAS, the Landlord executed the new lease but prior to the execution of the new lease by the Tenant, Tenant determined to make certain assessments of the program for which the lease is needed, and Tenant notified Landlord on January 31, 2018 that Tenant would not execute the new lease at that time but would stay in holdover under the Commercial Lease; WHEREAS, Landlord had already begun repair and replacement of the HVAC system and expended funds for the repair as of January 31, 2018; and WHEREAS, Tenant and Landlord now wish to memorialize(i)the termination of the Commercial Lease so that each of them and their successors and assigns can be released and forever discharged from further performance under the Commercial Lease, and (ii)the settlement of all claims of Landlord against Tenant relative to the Commercial Lease and Tenant's occupancy of the Premises. AGREEMENTS Therefore, in consideration of the mutual covenants and agreements contained in this termination and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: _ 1.Termination of Lease Agreement.Landlord and Tenant agree that the Commercial Lease is terminated as of the Effective Date of this Termination, and that neither party will hereafter have any liabilities,rights, duties, or obligations as to the other party (or its successors and assigns) under or in connection with the commercial lease. Termination of Lease 541 N. Main Page 1 of 3 2. Release and Settlement of Claims. Landlord and Tenant each are fully and unconditionally released and discharged by the other from their respective obligations arising from or in connection with the Commercial Lease. This Termination will fully and finally settle all demands, charges, claims, accounts, or causes of action of any kind arising out of or in connection with the Commercial Lease, and this termination constitutes a mutual release with respect to all claims arising out of or in connection with the Commercial Lease. 3. Consideration. For and in consideration of the recitals and releases set forth above and other provisions herein, Tenant agrees to pay Landlord a total of$44,873.17, ("Termination Consideration"), consisting of the following: a. $35,724.00 for anew Carrier HVAC 15 Ton Split Systems from Grant Air Conditioning Company with Electric Heat for Landlord's actual expenses for the replacement of the HVAC in the Premises(invoice attached); b. $8,573.28 for the real estate taxes due on the Premises from January through August of 2019, in accordance with Section 4.01 of the Commercial Lease,and based on the attached 2019 Property Value Notice from Tarrant Appraisal District for the Premises. c. $575.89 for HVAC service repairs per invoice #2126 from Grant Air Conditioning marked "PAID" (invoice attached). Landlord and Tenant agree to apply Tenant's security deposit, in the amount of$5,000.00 pursuant to Sections 1.08 and 3.04 of the Lease,to the Termination Consideration so that Tenant shall pay to Landlord by check the remaining balance of the Termination Consideration in the amount of$39,873.17. 4. Parties Bound. This Termination shall be binding upon and inure to the benefit of the parties to this Termination and their heirs, executives, administrators, legal representatives, successors, and assignees. 5. Texas Law to Apply. This Termination shall be construed under, and in accordance with, the laws of the State of Texas, and all obligations of the parties created by this Termination are performable in Tarrant County, Texas. 6. Legal Construction. if any of the provisions contained in this Termination shall for any reason be held to be invalid, illegal, or unenforceable, the invalidity, illegality, or unenforceability shall not affect any other provision of the Termination, and this Termination shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Termination. 7. Amendment. No amendment, modification, or alteration of the terns of this Termination shall be binding unless it is in writing, dated subsequent to the date of this Termination, and duly executed by the Landlord and Tenant. [Signatures appear on following page] Termination of Lease 541 N. Main Page 2 of 3 In witness whereof,the panties have executed this termination as of the date first written above. TENANT City of Fori�Worth / , Kevin Gunn, Interim Assistant City Mai Oiver ; Attest: ls; `'� . 6 .� •� yam:�1 M y Kayse ,Qity Sec etary t` �P.41............. Appr ved as to Form and Legality: r Assistant Ci Attorney City of Fort Worth Contract Compliance Manager: By signing 1 acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensurin all performance and reporting requirements. cq. Dvvo� NaA4f Employee d kip � - Title LANDLORD JTS Properties, LLC 5 4Na e: 5 e: 1P�� Termination of Lease 541 N. Main Page 3 of 3 CONTRACT INVOICE GRANT AIR CONDITIONING CO. INVOICE ° 254 Roberts Cut Off Rd. 817-332-7979 ma m F,r IWniO the experlC f t.Worth, Texas 76114 ���n1 ^5 INVOICE DATE, 2/19/2018 Regulated by the Texas Department of Licensing and Regulation, P.O.Box 12157,Austin,Texas 78711. 1-800-863-9202,512-463-6599 • www.tdir.texas.gov • TACLA 62663E Joe Stevens , SOLD 5524 11yers Ave TO jeort Worth, T2 76107 � O R J RHO. Y4 ER O. AR OR: T 5 FP 7237 1.ocavior a Cowboy Ghrist s 541 I.#RSU-1 Sty J:iutall 2 up-w Carder 15 ton split systelms Vjith electric heat~ per quote. LA a Ij, <g N ET D U E '3`i,,724tGO i : a A o E � z � s 1 � o � cm+ w > U I $ z rc ¢ l w v C1 Q I: W CL x UJI LU O r o a w W w ir w E 0 ❑ ❑ a i„ LL Lu ¢ o ca o Q H 2i 0. a F Y =z Eo 3- I: U W ,� E LL d 2 ai 4 `� o w C7 z •� V o Ol0 F- O ❑ U a r m LL cp I t (n ❑ 0 (nm pLU � n m L� � Ld (� r 3� �. l 0 0 I �o ,4•• `,\ � � ¢ t Q O OLO ate+ z W a N L!. } 11/1 a .g m C a L Q Q 5,6 T(� G7 E - '•1 r 1 �.I Y cc y Z Q �a-o 1 ¢ � �00 N � rn a !E n rn r G N 3 Z N U � V I'• N.- C Q O 61 4 W �V � J U O 3 L!J CL O !6 •� 4L' W _ L� .�ti N aj O llI O G a CC o N 0 R 7 W X U w Cmi" � -p C O N 1 W ((" LdL Q ro >' W ow V lJ-� � ~ l? }2 N T C C5 .0 cc N N a N Q N O m OO rN � � � � � N•� O cf� Op s C C4 C C3 w U w WO CC❑: Ln W N N C A .�C a H w �.! O .0 _G air .... .F.� - c InE yr. cuG ' I �" w °� w � t71c", a��r E y w as21, oma EC) cc ° > o y m Ear m w wo m E c eno a �m C +t, a E m CL = - � m M Ei« N a E u rn h 0— N C .Q 0 wdi �}• al 7 U m N N m C U 7. a a a 0 N d r ;:' N - a �7 c D •E N u u O 00v Via- r� z N:� N N 0 v 7C S3,r pool, 2019 PROPERTY VALUE NOTICE 05-03-2019 TARRANT APPRAISAL DISTRICT NOT A TAX BILL, DO NOT PAY FROM THIS NOTICE 2500 HANDLEY-EDERVILLE ROAD FORT WORTH, TX 76118 Additional value, exemption and sales information is available at wvvw.TAD.org THE ACCOUNT NUMBER IS 01897306 4- Your online PIN is 72VTM3AH 00344 Property Description and Address SOUTHLAND PROPERTY TAX CONSULT NORTH FORT WORTH BLOCK 9 LOT 19 THRU 30+ N16 2/3 OF 18&31 J R STEVENS 541 N MAIN ST 201 MAIN ST STE 1460 FORT WORTH TX 76102 I(IIIII IIIII IIIII IIIII Illfl IIIII IIIII IIIII Ill!Illf JUNE 3, 201 s IS YOUR PROTEST DEADLINE 2016 Market Value For questions Please call; Percent Market Value Change from 2014 is 86% 467.480 Values-- (817)686-1771 2019 Market Value 2019 Annraised Value 2019 Estimated Taxes Appraised Value Address-- (817)2844063 466,480 LAND 467,480 Exemptions- (817)284-4063 1,000 IMPR 467,480 TOTAL 12,859.90 467,480 TOTAL Taxable Value Taxing Units Taxable Value Estimated Tax Rate Estimated Tax Amount 467,480 TARRANT COUNTY 467,480 0.234000 1,093,90 467,480 TARRANT COUNTY HOSPITAL 467,480 0.224429 1.049.16 467,480 TARRANT COUNTY COLLEGE 467,480 0.136070 636.10 467,480 FORT WORTH ISD 467,480 1.352000 6.320.33 467,480 CITY OF FORT WORTH 467,480 0.785000 3469-72 467,480 REGIONAL WATER DISTRICT 467,480 0.019400 90-69 "The Texas Legislature does not set the amount of your local faxes. Your properly tar burden is decided by your locally efecled offlo als, and all Inquines concsmxg your taxes should be d1recled 14 those ocials' THIS YEARS ESTIAVTED TAXES are the amounts you would pay on Ibis year's prmposed values IF the goveming bodies adopt the tax rates shown. A laxing unit may not adopt a rate that rmulc Increase tax reyenues for opomling purposes above lax revenues from propedios taxed in the preceding year without publishing notice in a newspaper that /I is considering a tax Increase anc holding a public heanV to discuss the Incr ase. NOTE Tarranl Appraisal District de1orm;7&s prmedy values, it does NOT set fax roles or bill and collect taxes. If you receive the OVER-650 Disabled Persons exemplbn far a residence homestead, a pattlepatmg Junsdic1ms tares may not exceed your established tax ceiling UNLESS you have added property improvements since I& coiling$wore set. 2018 Exern tions Granted Amounts COUNTY HOSPITAL COLLEGE SCHOOL CITY 2019 Exemptions Granted Amounts COUNTY HOSPITAL COLLEGE SCHOOL CITY NONE Exemptions Cancelled/Reduced COUNTY HOSPITAL COLLEGE SCHOOL CITY If you disagree with the proposed value, contact the TARRANT APPRAISAL DISTRICT (TAD) at (817) 606-1771. If the APPRAISAL DISTRICT cannot resolve the problem, you have the fight to appeal to the APPRAISAL REVIEW BOARD (ARB). IN ORDER TO APPEAL YOU MUST FILE A WRITTEN PROTEST WITH THE ARB NO LATER THAN JUNE 3, 2019. Please refer 10 the enclosed instructions for detail on how to file a valid protest. A protest form for the subject properly has been printed on the reverse side of this notice. The ARB hearings begin Apr 17, 2019 at 250011andley-Ederville Road and will continue until all valid protests have been heard. If you Sale a protest you Wit receive Police of your hearing dale and time at least f5days before the hearing.TAD phone Imes are very busy during the lime Value Notices are produced.Please keep trying. CITY SECRETARY CONTRACT NO. L N-I .AR qoM laze Conn. ill AsemkAtIOn 01 R*alloys NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS COMMERCIAL LEASE AGREEMENT TABLE OF CONTENTS Article Page 1. Defined Terms 1 2. Lease and Term 3 3. Rent and Security Deposit 3 4 Taxes 4 5 Insurance and Indemnity 5 6. Use of Premises 6 7. Property Condition, Maintenance, Repairs and Alterations 7 8 Damage or Destruction 9 9 Condemnation 10 10 Assignment and Subletting 10 11 Default and Remedies 10 12. Landlord's Contractual Lien 13 13. Protection of Lenders 14 14. Environmental Representations and Indemnity 15 15 Professional Service Fees 16 16. Miscellaneous and Additional Provisions 17 [Throughout this Lease, complete all blanks and check all boxes that apply. Blanks not completed and boxes not checked do not apply.] FOR GOOD AND VALUABLE CONSIDERATION, the parties to this Lease agree as follows: ARTICLE ONE DEFINED TERMS As used in this Lease, the terms set forth in this Article One have the following meanings 1,01 Effective Date: The last date beneath the signatures of Landlord and Tenant on this Lease. 1.02 Landlord: JTS Properties, LLC Address: 4729 Washburn Avenue _ Fort Worth, TX 76107 - Telephone: 817-366-1927_ _ Fax: -- Email: — -- - - 1,03 Tenant: City of Fort Worth -- Address 1000 Throckmorton Street - _ Fort Worth TX 76102- - - Telephone. 817-392-5774 - Fax 817-392-5776 worthtexas. — Email: sonia..singelon@fort .exas.gov. LANDLORD'S INITIALS TENANTS INITIALS r'fIAA�AFRf.IAI E f=n�F Iar;Rt=Fr1A�NIT- Pars 1 1.04 Premises [include Suite or Unit No., if applicable]: 541 N. Main Street _ A. Building Name: 541 N. Main Street B. Street address: 541 N. Main Street Fart Worth in ., Tarrant County, Texas, C. Legal description: The properly on which the Premises is situated is described as: North Fo i Werth, Block 9, Lots 19-30 plus N16 213 of 18& 31 �.. City cat'I orth Wortli,T..ar ant County,Texas_ and may be more particularly described on Exhiblt"A", SURVEY AND/OR LEGAL DESCRIPTION (the "Property"). The term "Property" includes the land described on Exhibit "A". and any improvements on the land (including the Premises). D. Floor Plan or Site Plan: Being a floor area of approximately 12,900 square feel and being approximately 33,320 feet by .7649 feet(measured to the exterior of outside walls and to the center of the interior walls) and being more particularly shown in outline form on Exhibit"B", FLOOR PLAN AND/OR SITE PLAN. E. Tenant's Pro Rata Share: _100.00 %. [See Addendum "A", EXPENSE REIMBURSEMENT, if applicable] 1.05 Term: 5 years and 4 months beginning on October 1 2012 (the"Commencement Date") and ending on January 31_ , 2018 (the "Expiration Date"). Unless the context requires otherwise, references in this Lease to the "Term" include any renewal or extension of this Lease [See Addendum "B", RENEWAL OPTIONS, if applicable]. 1.06 Base Rent: Base Rent for the Term is due and payable in monthly installments of $ See Addendum C per month in advance. Base Rent and all other sums due or payable by Tenant to Landlord under this Lease are collectively referred to in this Lease as the "Rent." [If the monthly installments of Base Rent are not the same amount for the entire Term of the Lease, then see Addendum "C", BASE RENT PAYMENT SCHEDULE, if attached] 1.07 Percentage Rental Rate: _%. [See Addendum "D", PERCENTAGE RENTALIGROSS SALES REPORTS, if applicable] 1.08 Security Deposit: $ 5,000.00 (due upon execution of this Lease) [See Section 3.04] 1.09 Permitted Use: Office and Stora a _. _ [See Section 6.01 1.10 Party to whom Tenant is to deliver payments under this Lease is the Landlord, unless one of the following boxes is checked, in which case Tenant shall deliver payment to: ❑ Principal Broker, or ❑Other 1.11 Principal Broker: Jamie White Commercial Real Estate is acting as the agent for Landlord exclusively, unless one of the following boxes is checked, in which case Principal Broker is acting as: ❑ the agent for Tenant exclusively, or❑ an intermediary. Principal Broker's Address: 307 W. 70' Street, Suite 1900. _ Fort Worth TX 76162 Telephone: 817-877-0100 ,Fax: Email. jwhite jw-cre.com LANDLORD'S INITIALS TENANT'S INITIALS_ r`.nmKAPRr`.IAt I PACE Ar:RFPAAF:MT- Pana 7 1.12 Cooperating Broker: _ is acting as the agent for Tenant exclusively, unless one of the following boxes is checked, in which case Cooperating Broker is acting as: ❑ the agent for Tenant exclusively, or ❑ an intermediary. Cooperating Broker's Address_ — Telephone — Fax: Email: _ 1,13 The Professional Service Fee (the "Fee"): A. The percentages applicable in Section 15.01 and Section 15.02 to leases will be 3.0 % to Principal Broker and - % to Cooperating Broker If the Fee is based on an amount per square foot, that amount is$ _ per square foot to Principal Broker and $ _ _ per square foot to Cooperating Broker. The fee will be paid in the manner described in Subsection 15.01A (half on execution and half on the Commencement Date), unless this box ❑ is checked, in which case the Fee will be paid in the manner described in Subsection 15.01E (monthly) B. The percentages applicable in Section 15.03 in the event of a sale will be _ 9% to Principal Broker and % to Cooperating Broker. 1.14 Exhibits and Addenda: Any exhibit or addendum attached to this Lease (as indicated by the boxes checked below) is incorporated as a part of this Lease. Any term not specifically defined in an Addendum will have the same meaning given to it in the body of this Lease. If any provisions in the body of this Lease conflict with the provisions of any Addendum,the Addendum will control ❑ Exhibit"A" Survey and/or Legal Description of the Property ❑ Exhibit"B" Floor Plan and/or Site Plan ❑ Exhibit"C" Other _ ® Addendum "A" Expense Reimbursement ❑ Addendum"B" Renewal Options ® Addendum"C" Base Rent Payment Schedule ❑ Addendum"D" Percentage Rental and Gross Sales Reports ❑ Addendum"E" Right of First Refusal for Additional Space ❑ Addendum"F" Guaranty ❑ Addendum G" Construction of improvements ® Addendum"H" Rules and Regulations ® Addendum"I" Information About Brokerage Services ARTICLE TWO LEASE AND TERM 2.01 Lease of Premises for Term. Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the Term stated in Section 1_05. The Commencement Date is the date specified in Section 1.05, unless advanced or delayed under any provision of this Lease. 2.02 Delays in Commencement. Landlord will not be liable to Tenant if Landlord does not deliver possession of the Premises to Tenant on the Commencement Date specified in Section 1.05 above. Landlord's non-delivery of possession of the Premises to Tenant on the Commencement Dale will not affect this Lease or the obligations of Tenant under this Lease. However, the Commencement Date will be delayed until possession of the Premises is delivered to Tenant. The Term will be extended for a period equal to the delay in delivery of possession of the Premises to Tenant, plus the number of days necessary for the Term to expire on the last day of a month. If Landlord does not deliver possession of the Premises to Tenant within sixty—(60) thirty (30) days after the Commencement Date specified in Section 1_05, Tenant may cancel this Lease by giving a written notice to Landlord at any time after the 60-day period ends, but before Landlord actually delivers possession of the Premises to Tenant. If Tenant gives such notice, this Lease will be canceled effective as of the date of its execution, and no LANDLORD'S INITIALS TENANT'S INITIALS ('(WKAFRC'.IAI I PARF ArPF=P&AFIVT- Pana 4 party will have any rights or obligations under this Lease. If Tenant does not give such notice within the time specified, Tenant will have no right to cancel this Lease, and the Term will commence upon the delivery of possession of the Premises to Tenant. If delivery of possession of the Premises to Tenant is delayed, Landlord and Tenant shall, upon such delivery, execute an amendment to this Lease setting forth the revised Commencement Date and Expiration Date of the Term. 2.03 Early Occupancy. If Tenant occupies the Premises before the Commencement Date, Tenant's occupancy of the Premises will be subject to all of the provisions of this Lease. Early occupancy of the Premises will not advance the Expiration Date. Unless otherwise provided in this Lease, Tenant shall pay Base Rent and all other charges specified in this Lease for the period of occupancy. 2.04 Holding Over, Tenant shall vacate the Premises immediately upon the expiration of the Term or earlier termination of this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages incurred by Landlord as a result of any delay by Tenant in vacating the Premises. If Tenant does not vacate the Premises upon the expiration of the Term or earlier termination of this Lease, Tenant's occupancy of the Premises will be a day-to-day tenancy, subject to all of the terms of this Lease, except that the Base Rent during the holdover period will be increased to an amount that is one-and-one-half (1%) times the Base Rent in effect on the expiration or termination of this Lease, computed on a daily basis for each day of the holdover period, plus all additional sums due under this Lease. This Section will not be construed as Landlorq's consent for Tenant to hold over or to extend this Lease. Nothing contained herein shall ever be construed so as to require Tenant to create a sinking fund or to access, levy and collect any tax to fund its obligations under this Paragraph 2.04 ARTICLE THREE RENT AND SECURITY DEPOSIT 3.01 Manner of Payment. Tenant shall pay the Rent to Landlord at the address set forth in Section 1.02, unless another person is designated in Section 1.10, or to any other party or address Landlord may designate in any written notice delivered to Tenant. Landlord may designate, in a written notice delivered to Tenant, the party authorized to receive Rent and act on behalf of Landlord to enforce this Lease. Any such authorization will remain in effect until it is revoked by Landlord in a subsequent written notice delivered to Tenant. Any payments made to a third party designated by Landlord will be deemed made to Landlord when received by the designated third party. All sums payable by Tenant under this Lease, whether or not expressly denominated as Rent, will constitute rent for the purposes of Section 502(b),(6)of the Bankruptcy Code and for all other purposes. 3.02 Time of Payment. Upon execution of this Lease, Tenant shall pay the installment of Base Rent for the first month of the Term for which Base Rent is due On or before the first day of the second month of the Term for which Base Rent is due, and on or before the first day of each month thereafter, the installment of Base Rent and other sums due under this Lease will be due and payable, in advance, without off-set, deduction or prior demand. Tenant shall cause payments to be properly mailed or otherwise delivered so as to be actually received (and not merely deposited in the mail) by Landlord (or the party identified in Section 1.10, or any other third party designated by Landlord) on or before the due date. If the Term commences or ends on a day other than the first or last day of a calendar month, the rent for any partial calendar month following the Commencement Date or preceding the end of the Term will be prorated Tenant shall pay any such prorated portion for a partial calendar month at the beginning of the Term on the Commencement Date. Tenant shall pay any such prorated portion for a partial calendar month at the end of the Term on the first day of that calendar month. 3.03 Late Charges. Tenant's failure to promptly pay sums due under this Lease may cause Landlord to incur unanticipated costs. The exact amount of those costs is impractical or extremely difficult to ascertain. The costs may include, but are not limited to, processing and accounting charges and late charges that may be imposed on Landlord by any ground lease or deed of trust encumbering the Premises Payments due to Landlord under this Lease are not an extension of credit. Therefore, if any payment under this Lease is not actually received on or before the due date (and not merely deposited in the mail), Landlord may, at Landlord's option and to the extent allowed by applicable law, impose a Late Charge on any late payments in an amount equal to ten er nt (10%) of the amount of the past due LANDLORD'S INITIALS TENANTS INITIALS r..0hftAFPr..IAI I FACE Air'RFF4AFNT- PannA payment (the "Late Charge") after the payment is more than five business days past due. A Late Charge may be imposed only once on each past due payment. Any Late Charge will be in addition to Landlord's other remedies for nonpayment of Rent. If any check tendered by Tenant under this Lease is dishonored for any reason, Tenant shall pay to Landlord a dishonored check fee of thirty dollars ($30.00), plus (at Landlord's option) a Late Charge as provided above until Good Funds (defined below) are received by Landlord. The parties agree that any Late Charge and dishonored check fee represent a fair and reasonable estimate of the costs Landlord will incur by reason of the late payment or dishonored check. If there are any Late Charges, dishonored check fees, installments of Base Rent, and any other unpaid charges or reimbursements due to Landlord, then Landlord may apply any payments received from Tenant to any amounts due in any order Landlord may choose. Notwithstanding the foregoing, Landlord will not impose a Late Charge as to the first late payment in any calendar year, unless Tenant fails to pay the late payment to Landlord within threes-(3) five (5) business days after the delivery of a written notice from Landlord to Tenant demanding the late payment be paid. However, Landlord may impose a Late Charge without advance notice to Tenant on any subsequent late payment in the same calendar year. 3.04 Security Deposit. Upon execution of this Lease, in addition to the installment of Base Rent due under Section 3.02, and in addition to any other amounts that are due from Tenant upon the execution of this Lease, Tenant shall deliver to Landlord a Security Deposit in the amount stated in Section 1.08. Landlord may apply all or part of the Security Deposit to any unpaid Rent, and damages and charges for which Tenant is legally liable under this Lease, and damages and charges that result from a breach of this Lease, including but not limited to, the cost to cure Tenant's failure to comply with Section 7.05 and any other provision that requires Tenant to leave the Premises in a certain condition upon the expiration or termination of this Lease. If Landlord uses any part of the Security Deposit, Tenant shall restore the Security deposit to its full amount within ten (10) days after Landlord's written demand Tenant's failure to restore the full amount of the Security Deposit within the time specified will be a default under this Lease. No interest will be paid on the Security Deposit. Landlord will not be required to keep the Security Deposit separate from its other accounts, and no trust relationship is created with respect to the Security Deposit After the expiration of this Lease, Landlord shall refund the unused portion of the Security Deposit, if any, to Tenant within sixty (60) days after the date Tenant surrenders possession of the Premises an4-provides-a written n tice--te Landlord offnan#s €s uardi -add{ess-#arse purpose of refurading4h at The provisions of this Section will survive the expiration or termination of this Lease. 3.05 Good Funds Payments. If any two or more payments by check from Tenant to Landlord for Rent are dishonored and returned unpaid, thereafter Landlord may, at Landlord's option, by the delivery of a written notice to Tenant, require that all future payments of Rent for the remaining Term of this Lease must be made by cash, certified check, cashier's check, official bank check, money order, wire transfer or automatic electronic funds transfer ("Good Funds"), and that the delivery of Tenant's personal or corporate check will no longer constitute payment of Rent under this Lease. Any acceptance by Landlord of a payment for Rent by Tenant's personal or corporate check thereafter will not be construed as a waiver of Landlord's right to insist upon payment by Good Funds as set forth in this Section. ARTICLE FOUR TAXES 4.01 Payment by Landlord. Landlord shall pay the real estate taxes on the Premises during the Term, subject to reimbursement by Tenant pursuant to any attached Addendum A or any other provision In this Lease 4.02 Improvements by Tenant. If the real estate taxes levied against the Premises for the year in which the Term commences are increased as a result of any additions or improvements made by Tenant, or by Landlord at Tenant's request, Tenant shall pay to Landlord upon demand the amount of the increase and continue to pay the increase during the Term Landlord shall use reasonable efforts to obtain from the tax assessor a written statement of the amount of the increase due to such additions or improvements. LANDLORD'S INITIALS TENANT'S INITIALS r:rlhAhAFRr$AI I FARE ❑r:RFFhAFNT- Cano 9; 4.03 Joint Assessment. If the real estate taxes are assessed against the Premises jointly with other property that is not part of the Premises, the real estate taxes applicable to the Premises will be equal to the amount bearing the same proportion to the aggregate assessment that the total square feet of building area in the Premises bears to the total square feet of building area included in the joint assessment. If there are no improvements on the Property, then land area will be used instead of building area. 4.04 Personal Property Taxes. Tenant shall pay all taxes assessed against trade fixtures, furnishings, equipment, inventory, products, or any other personal property belonging to Tenant. Tenant shall use reasonable efforts to have Tenant's property taxed separately from the Premises. If any of Tenant's property is taxed with the Premises. Tenant shall pay the taxes for Tenant's property to Landlord within fifteen (15) days after Tenant receives a written statement from Landlord for the property taxes. 4.05 Waiver of Right to Protest Taxes. Unless otherwise provided in this Lease,+) Landlord retains the right to protest the tax assessment of the Property., and Tenant-waives-the right-t"feteet, and-4y4enant-waive-Landlord's obligation-ts--prey'de--T-enaM-with-a--notice--ef-the-lax valuation--of the P peftyr- ARTICLE FIVE INSURANCE AND INDEMNITY 5.01 Property Insurance. During the Term, Landlord shall maintain insurance policies covering damage to the Premises in an amount or percentage of replacement value as Landlord deems reasonable in relation to the age, location, type of construction and physical condition of the Premises and the availability of insurance at reasonable rates. The policies will provide protection against risks and causes of loss that Landlord reasonably deems necessary. Landlord may, at Landlord's option, obtain insurance coverage for Tenant's fixtures, equipment and improvements in or on the Premises Promptly after the receipt of a written request from Tenant, Landlord shall provide a certificate of insurance showing the insurance coverage then in effect. Tenant shay�enl'sexpense,obtain-and maintain nse is self-insured on Tenant's fixtures, equipment and improvements in or on the Premises as Tenant reasonably deems necessary to protect Tenant's interest. Any property insurance carried by Landlord or Tenant will be for the sole benefit of the party carrying the insurance and under its sole control 5.02 Increases in Premiums. Tenant shall not conduct or permit any operation or activity, or the storage or use any materials, in or around the Premises that would cause suspension or cancellation of any insurance policy carried by Landlord. If Tenant's use or occupancy of the Premises causes Landlord's insurance premiums to increase, then Tenant shall pay to Landlord, as additional Rent, the amount of the increase within ten days after Landlord delivers written evidence of the increase to Tenant. 5.03 Liability Insurance. During the Term, Tenant shall aintain.--a-commersiak4jenefal-4iability msuFance policy-a , ' Sufing Tenant will be self-insured against liability arising out of the use or occupancy of the Premises, nd nafning-L-andlefd-as---an-add•it+gnal-insured—The4nitial amounts-of-th must-be-at--least-- 4-,000 WQ feF rash----OcsuffefE;e, $2,000,0 6eneral Aggregate-per-pe4sy-year;-and4"00-Medisaf€xpense-l€-Tenants--liability-f e-is-less than--$b 000-,,000 -then-Tenarft roust-also mainlaiA-a-comrnefeial-liabi' la-Wiey4f�-amount-to pfevide-a--sembinatiorf-of-liability-insurance leverage-to-equal a$5.000,0 0 lot 14jm4. The-coverage amounts-will-be-subject-te--peFiodis-inereases-asA_andlerd-fray-feasonably-determine--from-tirne-4e time. The amount6-of-the4nsufanGe willaeNirn4t-Tenant's liability OF relieve-Tenan! of-any-obligation under this Lease. The -fnast sentain--Gress-liability en Gfsements--and-must-insafe-Tenaat's pef#on;:an e-o"ha4ndemnity p sions f--Sepflon 5.04. l'Gies,-must-GGntaia-a--provisief}-that prohibits cancellation-er--rf►edifisatien of the peliy--e upon thj ea--Aetise to L-andlerd-Tenant shall-deliyef-a-srgy-ef Fr�peliry--ef-sertifisate-4of-insumnae to-Lan dlefd-be€ero-the GGrnmencement-Bate and befsfe4he-expiration-of the-policy-during the-ToFFn, if Tenarfl fail&Ao maintain the pelime �, herd may ete !to maintain the insufafoe at Ten n1%-expense. LANDLORD'S INITIALS _TENANT'S INITIALS rnMAPPCIA1 I FARF ArPFFKAFNT-PanaR 5.04 Indemnity. Landlord will not be liable to Tenant or to Tenant's employees, agents, invitees or visitors, or to any other person, for any injury to persons or damage to property on or about the Premises or any adjacent area owned by Landlord caused by the negligence or misconduct of Tenant, Tenant's employees, subtenants, agents, licensees or concessionaires or any other person entering the Premises under express or implied invitation of Tenant, or arising out of the use of the Premises by Tenant and the conduct of Tenant's business, or arising out of any breach or default by Tenant in the performance of Tenant's obligations under this Lease To extent allowed by law, Tenant hereby agrees to defend, indemnify and hold Landlord harmless from any loss, expense or claims arising out of such damage or injury. Tenant will not be liable for any injury or damage caused by the negligence or misconduct of Landlord, or Landlord's employees or agents, and Landlord agrees to indemnify and hold Tenant harmless from any loss, expense or damage arising out of such damage or injury. Nothing contained herein shall ever be construed so as to require Tenant to create a sinking fund or to access, levy and collect any tax to fund its obligations under this Paragraph 5.04. 5.05 Waiver of Subrogation. Each party to this Lease waives any and every claim that arises or may arise in its favor against the other party during the Term of this Lease for any and all loss of, or damage to, any of Its property located within or upon, or constituting a part of, the Premises, to the extent the loss or damage is covered by and recoverable under valid and collectible insurance policies. These mutual waivers are in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties. In as much as these mutual waivers will preclude the assignment of any such claim by way of subrogation to an insurance company (or any other person), each party agrees to immediately give to each insurance company that has issued an insurance policy to such party written notice of the terms of such mutual waivers, and to cause the policies to be endorsed to prevent the invalidation of the insurance coverage by reason of these waivers. ARTICLE SIX USE OF PREMISES 6.01 Permitted Use. Tenant may use the Premises only for the Permitted Use stated in Section 1,09 Tenant acknowledges that: (i) the current use of the Premises or the improvements located on the Premises, or both, may not conform to city ordinances or restrictive covenants with respect to the permitted use, zoning, height limitations, setback requirements, minimum parking requirements, coverage ratio of improvements to land area, and other matters that may have a significant impact upon the Tenant's intended use of the Premises; (ii) Tenant has independently investigated and verified to Tenant's satisfaction the extent of any limitations or non-conforming uses of the Premises; and (iii) Tenant is not relying upon any representations of Landlord or the Brokers with respect to any such matters. 6.02 Compliance with Laws. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises, and will promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances and other activities in or upon, or connected with the Premises, all at Tenant's sole expense, including any expense or cost resulting from the construction or installation of fixtures and improvements or other accommodations for handicapped or disabled persons required for compliance with governmental laws and regulations, including but not limited to the Texas Architectural Barriers laws (Chapter 469 of the Texas Government Code and any successor statute) and the Americans with Disabilities Act (the "ADA"), To the extent any alterations to the Premises are required by the ADA or other applicable laws or regulations, Tenant shall bear the expense of the alterations. To the extent any alterations to areas of the Property outside the Premises are required by the ADA or other applicable laws or regulations (for "path of travel" requirements or otherwise), Landlord shall bear the expense of the alterations. 6.03 Certificate of Occupancy. if required, Tenant shall apply for Certificate of Occupancy from the municipality in which the Properly is located before the Commencement Date, and obtain a Certificate of Occupancy before Tenant occupies the Premises If Tenant is unable to obtain a Certificate of Occupancy after making an application and diligently pursuing it, then Tenant may terminate this Lease by delivering a written notice to Landlord, unless eitherLa lord or Tenant is willing and able to LANDLORD'S INITIALS _ TENANT'S INITIALS r r)hAhAFRr'.iA1 I KACF IIf.RFFNAFNT- Dana 7 _ cure the defects that prevented the issuance of the Certificate of Occupancy Either Landlord or Tenant may cure any such defects, at their own expense, including any repairs, replacements, or installations of any items that are not presently existing on the Premises, but neither of them have any obligation to do so (unless another provision of this Lease states otherwise). If Tenant delivers a written termination notice to Landlord under this Section, and then any defects are cured and a Certificate of Occupancy is issued within fifteen (15) days after Tenant delivered the notice, then this Lease will remain in force. References in this Lease to a "Certificate of Occupancy" mean a Certificate of Occupancy sufficient to allow the Tenant to occupy the Premises for the Permitted Use 6.04 Signs. Without the prior written consent of Landlord, Tenant may not place any signs, ornaments or other objects on the Premises or the Property, including but not limited to the roof or exterior of the building or other improvements on the Property, or paint or otherwise decorate or deface the exterior of the building or other improvements on the Property. Any signs installed by Tenant must conform to applicable laws, deed restrictions, and other applicable requirements. Tenant must remove all signs, decorations and ornaments at the expiration or termination of this Lease, and must repair any damage and close any holes caused by installation or removal. 6.05 Utility Services. Unless otherwise provided in this Lease, Tenant shall pay the cost of all utility services used for the Premises, including, but not limited to, initial connection charges and all charges for electricity, gas, water, sewer, storm water disposal, trash removal, telephone, Internet access and other communication services, and any other services that are commonly understood to be utilities, and the cost of replacing light bulbs and tubes. Unless otherwise required by law, Landlord is the party entitled to designate utility and telecommunication service providers to the Property and the Premises. 6.06 Landlord's Access. Landlord and Landlord's agents will have the right to, upon reasonable advance notice, and without unreasonably interfering with Tenant's business, enter the Premises- (a) to inspect the general condition and state of repair of the Premises, (b) to make repairs required or permitted under this Lease, (c) to show the Premises or the Property to any prospective tenant or purchaser, and (d) for any other reasonable purpose If Tenant changes the locks on the Premises, Tenant must provide Landlord with a copy of each separate key upon Landlord's request During the last one hundred fifty (150) days of the Term, Landlord and Landlord's agents may erect signs on or about the Premises advertising the Premises for lease or for sale. 6.07 Possession. If Tenant pays the Rent, properly maintains the Premises, and complies with all other terms of this Lease, Tenant may occupy and enjoy the Premises for the full Term, subject to the provisions of this Lease. 6.08 Exemptions from Liability. Landlord will not be liable for any damage to the business (including any loss of income), goods, inventory, furnishings, fixtures, equipment, merchandise or Other property of Tenant, Tenant's employees, invitees or customers, or for any injury to Tenant or Tenant's employees, invitees, customers or any other person in or about the Premises, whether the damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas or wind, (b) the breakage, leakage. obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising on or about the Premises or other portions of the Property, or from other sources or places; or (d) any act or omission of any other occupant of the Property. The provisions of this Section will not, however, exempt Landlord from liability for Landlord's gross negligence or willful misconduct ARTICLE SEVEN PROPERTY CONDITION, MAINTENANCE, REPAIRS AND ALTERATIONS 7.01 Property Condition. Except as disclosed in writing by Landlord to Tenant before the execution of this Lease, to the best of Landlord's actual knowledge (i) the Premises have no known latent structural or construction defects of a material nature; and (ii) none of the improvements to the Premises have been constructed with materials known to be a potential health hazard to occupants of the Premises. Unless otherwise expressly set forth in this Lease, Landlord represents that on the Commencement Date (and for a period of thirty (30) days thereafter): (a) the fixtu rTuENANT,S ipment serving the Premises are LANDLORD'S INITIALS INITIALS rnhAhAF-Priw I FACF APPI=PhAFNT- Pana A in good operating condition, including the plumbing, electrical and lighting systems, any fire protection sprinkler system, the heating, ventilation and air-conditioning ("HVAC") systems and equipment, the roof, skylights, doors, overhead doors, windows, dock levelers and elevators; and (b) the interior of the Premises is in good condition. Tenant will have a period of thirty (30) days after the Commencement Date to inspect the Premises and notify Landlord in writing of any defects and maintenance, repairs or replacements required to the above named fixtures, equipment and interior. Within a reasonable period of time after the timely receipt of any such written notice from Tenant, Landlord shall, at Landlord's expense, correct the defects and perform the maintenance, repairs and replacements 7.02 Acceptance of Premises. Tenant has inspected, or has had an opportunity to inspect, the Premises, before the execution of this Lease. Tenant has determined that the Premises may be used for the Permitted Use. Subject to the provisions in Section 7.01, and any other express obligations of Landlord in this Lease to construct any improvements, make repairs, or correct defects, Tenant agrees to accept the Premises in "AS IS" condition and with all faults (other than latent defects). To the extent permitted by applicable law, Tenant waives any implied warranties of Landlord as to the quality or condition of the Premises or the Property, or as to the fitness or suitability of the Premises or the Property for any particular use. 7.03 Maintenance and Repair. Landlord will not be required to perform any maintenance or repairs, or management services, in the Premises, except as otherwise provided in this Lease. Tenant will be fully responsible, at Tenant's expense, for all maintenance and repairs, and management services, other than those that are expressly set forth in this Lease as Landlord's responsibility. A. Landlord's Obligations. (1) Subject to the provisions of Article Eight (Damage or Destruction) and Article Nine (Condemnation) and except for damage caused by any act or omission of Tenant, Landlord shall keep the roof, skylights, foundation, structural components and the structural portions of exterior walls of the Premises in good order, condition and repair. Landlord will not be obligated to maintain or repair windows, doors, overhead doors, plate glass or the surfaces of walls in addition, Landlord wilt not be obligated to make any repairs under this Section until a reasonable time after receipt of written notice from Tenant of the need for repairs. If any repairs are required to be made by Landlord, Tenant shall, at Tenant's sole cost and expense, promptly remove Tenant's furnishings, fixtures, inventory, equipment and other properly, to the extent required to enable Landlord to make repairs. Landlord's liability under this Section will be limited to the cost of those repairs or corrections. Tenan! w ives the benefit-ef-any present-or-future-taw--that-might--give Tenant4he-right-to repair-the PF mi&e at-LandIord's-,L=.cpen a of to terminate4his-Lease4i,&�use-G"he-sonditior►. If Landlord fails to meet its obligations under this Section in a reasonable time period, Tenant may perform the necessary repairs and shall receive a credit against future rent in the actual amount of the repairs. (2) All repairs, maintenance, management and other services to be performed by Landlord or Landlord's agents involve the exercise of professional judgment by service providers, and Tenant expressly waives any claims against Landlord for breach of warranty arising from the performance of those services. B.Tenant's Obligations. (1) Subject to the provisions of Section 7.01, Section 7.03A, Article Eight (Damage or Destruction) and Article Nine (Condemnation), Tenant shall, at all times, keep all other portions of the Premises in good order, condition and repair (except for normal wear and tear), including, but not limited to, maintenance, repairs and all necessary replacements of the windows, plate glass, doors, overhead doors, HVAC equipment, electrical and lighting systems, fire protection sprinkler system, dock levelers, elevators, interior and exterior plumbing, the interior and exterior of the Premises in general, pest control and extermination, down spouts, gutters, paving, railroad siding, care of landscaping and regular mowing of grass. In addition, Tenant shall, at Tenant's expense, repair any damage to any portion of the Property, including the roof, skylights, foundation, or structural components and exterior walls of the Premises, caused by Tenant's acts or omissions. If Tenant fails to maintain and repair the Property as required by this Section, Landlord may, on ten (10) days' prior written notice, enter the Premises and perform the maintenance or repair on behalf of Tenant, except that no notice is required LANDLORD'S INITIALS _TENANT'S INITIALS 4V f,()AAnAFR("IAI I FA..qK Ar:RF1=AAFAIT- Pana 0 ✓✓ in case of emergency, and Tenant shall reimburse Landlord immediately upon demand for all costs incurred in performing the maintenance or repair, plus a reasonable service charge. (2) HVAC Service. For any HVAC system that services only the Premises, Tenant shall, at Tenant's own cost and expense, enter into a regularly scheduled preventative maintenance and service contract for all such HVAC systems and equipment during the Term. If Tenant fails to enter into such a service contract acceptable to Landlord, Landlord may do so on Tenant's behalf and Tenant agrees to pay Landlord the cost and expense thereof, plus a reasonable service charge, regularly upon demand. 7.04 Alterations, Additions and Improvements. Tenant may not create any openings in the roof or exterior walls without the prior written consent of Landlord. Tenant may not make any alterations, additions, or improvements to the Premises without the prior written consent of Landlord. However, Tenant is not required to obtain the Landlord's prior written consent for non-structural alterations, additions or improvements that do not cost more than $5,000 and that do not modify or affect the roof, plumbing, HVAC systems or electrical systems. Consent for non-structural alterations, additions or improvements in excess of $5,000 or that modify or affect plumbing, HVAC systems or electrical systems will not be unreasonably withheld, conditioned or delayed by Landlord. Tenant may erect or install trade fixtures, shelves, bins, machinery. HVAC systems, and refrigeration equipment, provided that Tenant complies with all applicable governmental laws, ordinances, codes, and regulations. At the expiration or termination of this Lease, Tenant may, subject to the restrictions of Section 7 05, remove items installed by Tenant, provided Tenant is not in default at the time of the removal and Tenant repairs, in a good and workmanlike manner, any damage caused by the installation or removal. Tenant shall pay for all costs incurred or arising out of alterations, additions or improvements in or to the Premises and will not permit any mechanic's or materialman's lien to be filed against the Premises or the Property Upon request by Landlord, Tenant shall deliver to Landlord proof of payment, reasonably satisfactory to Landlord, of all costs incurred or arising out of any alterations, additions or improvements. 7.05 Condition upon Termination. Upon the expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord broom clean and in the same condition as received, except for normal wear and tear and any damage caused by a casualty that Tenant is not otherwise obligated to repair under any provision of this Lease. Tenant will not be obligated to repair any damage that Landlord is required to repair under Article Seven (Property Condition) or Article Eight (Damage or Destruction). In addition, Landlord may require Tenant to remove any alterations, additions or improvements before the expiration or termination of this Lease and to restore the Premises to their prior condition, all at Tenant's expense. However, Tenant will not be required to remove any alterations, additions or improvements that were made with Landlord's consent or that were otherwise permitted under the terms of this Lease. All alterations, additions and improvements that Tenant does not remove will become Landlord's property upon the expiration or termination of this Lease. In no event may Tenant remove any of the following items without Landlord's prior written consent: (i) electrical wiring or power panels; (ii) lighting or lighting fixtures, (iii) wall coverings, drapes, blinds or other window coverings; (iv) carpets or other floor coverings; (v) HVAC equipment; (vi) plumbing equipment: (vii) fencing or gates: or (viii) any fixtures, equipment or other items that, if removed, would affect the operation or the appearance of the Property. However, Tenant may remove Tenant's trade fixtures, equipment used in Tenant's business, and personal property. The provisions of this Section will survive the expiration or termination of this Lease. ARTICLE EIGHT DAMAGE OR DESTRUCTION 8.01 Notice. If any buildings or other improvements situated on the Property are damaged or destroyed by fire, flood, windstorm, tornado or other casualty, Tenant shall immediately give written notice of the damage or destruction to Landlord 8.02 Partial Damage. If the Premises are damaged by fire, tornado or other casualty, but not to such an extent that rebuilding or repairs cannot reasonably be completed within one hundred twenty (120) days after the date Landlord receives written notification from Tenant of the occurrence of the damage, then this Lease will not terminate, but Landlord shall proceed with reasonable diligence to rebuild or repair the Premises (other than leasehold improvements made by Tenant or any assignee, LANDLORD'S INITIALS TENANT'S INITIALS rONANAPP('1AI I FAgF Ar:RPFRhFAIT- Pnnc 1n subtenant or other occupant of the Premises) to substantially the condition they were in before the damage. To the extent the Premises cannot be occupied (in whole or in part) after the casualty, the Rent payable under this Lease during the period the Premises cannot be fully occupied will be adjusted proportionally and equitably , and shall be abated for periods of non-occupancy. If the casually occurs during the last eighteen (18) months of the Term, Landlord will not be required to rebuild or repair the damage unless Tenant exercises Tenant's renewal option (if any) within fifteen (15) days after the date Landlord receives written notification of the occurrence of the damage. If the casualty occurs during the last eighteen (18) months of the Term and Tenant does not so exercise Tenant's renewal option, or if there is no renewal option in this Lease, Landlord may, at Landlord's option, terminate this Lease by promptly delivering a written termination notice to Tenant, in which case the Rent will be abated for the unexpired portion of the Term, effective on the date Landlord received written notification of the damage. 8.03 Substantial or Total Destruction. If the Premises are substantially or totally destroyed by fire, tornado, or other casualty, or so damaged that rebuilding or repairs cannot reasonably be completed within one hundred twenty (120) days after the date Landlord receives written notification from Tenant of the occurrence of the damage, either Landlord or Tenant may terminate this Lease by promptly delivering a written termination notice to the other party, in which event the monthly installments of Rent will be abated for the unexpired portion of the Term, effective on the date of the damage or destruction If neither party promptly terminates this Lease. Landlord shall proceed with reasonable diligence to rebuild and repair the Premises (except that Tenant shall rebuild and repair Tenant's fixtures and improvements in the Premises). To the extent the Premises cannot be occupied (in whole or in part) after the casually, the Rent payable under this Lease during the period the Premises cannot be fully occupied will be adjusted proportionally and equitably , and shall be abated for periods of non-occupancy. ARTICLE NINE CONDEMNATION If, during the Term, all or a substantial part of the Premises are taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain, or are conveyed to the condemning authority under threat of condemnation, this Lease will terminate and the monthly installments of Rent will be abated during the unexpired portion of the Term, effective on the date of the taking if less than a substantial part of the Premises is taken for public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or is conveyed to the condemning authority under threat of condemnation, Landlord, at Landlord's option, may terminate this Lease by delivering a written notice to Tenant. If Landlord does not terminate this Lease, Landlord shall promptly, at Landlord's expense, restore and reconstruct the Premises (other than leasehold improvements made by Tenant or any assignee, subtenant or other occupant of the Premises) in order to make the Premises reasonably suitable for the Permitted Use. The Rent payable under this Lease during the unexpired portion of the Term will be adjusted proportionally and equitably, and shall be abated for non-occupancy. If there is a taking of the Property that has a material, adverse effect on the operation of Tenant's business in the Premises, then the Rent will be adjusted equitably. Landlord and Tenant will each be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceeding The termination of this Lease will not affect the rights of the parties to those awards. ARTICLE TEN ASSIGNMENT AND SUBLETTING Tenant may not assign this Lease or sublet the Premises or any portion thereof, without the prior written consent of Landlord, which consent will not be unreasonably withheld or delayed. Any assignment or subletting will be expressly subject to all terms and provisions of this Lease, including the provisions of Section_ 6.01 pertaining to the use of the Premises. In the event of any assignment or subletting, Tenant wlll remain fully liable for the full performance of all of Tenant's obligations under this Lease. Tenant may not assign Tenant's rights under this Lease or sublet the Premises without first obtaining a written agreement from the assignee or sublessee whereby the assignee or sublessee agrees to assume the obligations of Tenant under this Lease and to be bound by the terms of this Lease. If a Default occurs while the Premises is assig d or sublet, Landlord may, at Landlord's LANDLORD'S INITIALS TENANT'S INITIALS _ r0hAMf=arr1A1 I I=A.qr- Ar;RF§=nAFNT- Parto 11 option, in addition to any other remedies provided in this Lease or by law, collect directly from the assignee or subtenant all rents becoming due under the terms of the assignment or subletting and apply the rents against any sums due to Landlord under this Lease No direct collection by Landlord from any assignee or subtenant will release Tenant from Tenant's obligations under this Lease. ARTICLE ELEVEN DEFAULT AND REMEDIES 11.011 Default. Each of the following events is an event of default under this Lease (a "Default"): A. Failure of Tenant to pay any installment of the Rent or other sum payable to Landlord under this Lease on the date that it is due, and the continuance of that failure for a period of five business (5) days after Landlord delivers written notice of the failure to Tenant. This clause will not be construed to permit or allow a delay in paying Rent beyond the due date and will not affect Landlord's right to impose a Late Charge as permitted in Section 3.03; B. Failure of Tenant to comply with any term, condition or covenant of this Lease, other than the payment of Rent or other sum of money, and the continuance of that failure for a period of thirty (30) days after Landlord delivers written notice of the failure to Tenant; C. Failure of Tenant or any guarantor of Tenant's obligations under this Lease to pay its debts as they become due or an admission in writing of inability to pay its debts, or the making of a general assignment for the benefit of creditors; D. The commencement by Tenant or any guarantor of Tenant's obligations under this Lease of any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; E. The commencement of any case, proceeding or other action against Tenant or any guarantor of Tenant's obligations under this Lease seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and Tenant or any guarantor. (i) fails to obtain a dismissal of such case, proceeding, or other action within sixty (60) days of its commencement; or (ii) converts the case from one chapter of the Federal Bankruptcy Code to another chapter; or (iii) is the subject of an order of relief that is not fully stayed within seven (7) business days after the entry thereof; and F. Vacancy or abandonment by Tenant of any substantial portion of the Premises or cessation of the use of the Premises for the purpose leased. 11.02 Remedies. Upon the occurrence of any Default listed in Section 11.01, Landlord may pursue any one or more of the following remedies without any prior notice of demand. A. Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord If Tenant fails to surrender the Premises, Landlord may, without prejudice to any other remedy that Landlord may have for possession of the Premises or Rent in arrears, enter upon and take possession of the Premises and expel Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for any claim for damages due to the termination of this Lease or termination of possession. Tenant shall pay to landlord on demand the amount of all Rent and loss and damage Landlord may suffer by reason of the termination or inability to relet the Premises up to the date of termination, in addition to any other liabilities that survive the termination of this Lease. B. Landlord may enter upon and take possession of the Premises, without terminating this Lease and without being liable for any claim for d a as due to termination of possession, LANDLORD'S INITIALS TENANT'S INITIALS_ r'flWAFRl'.IA1 I FACE Ar.PFFMFNT.. Pano 19 and expel Tenant and any other person who may be occupying the Premises or any part thereof Landlord may relet the Premises and receive rent from the new occupant. Tenant agrees to pay to Landlord monthly, or on demand from time to time, any deficiency that may arise by reason of any such reletting. In determining the amount of the deficiency, professional service fees, reasonable attorneys' fees, court costs, remodeling expenses and other costs of reletting will be subtracted from the amount of rent received from the new occupant C. Landlord may enter upon the Premises, without terminating this Lease and without being liable for any claim for damages due to such entry, and do whatever Tenant is obligated to do under the terms of this Lease. Tenant agrees to pay Landlord on demand for expenses that Landlord incurs in performing Tenant's obligations under this Lease;fogethef-NMhAtefest-thereon "e4ateaUtwetve-perGent(4�o�,a!p��Q".um-ffBf 4he-date—A3LREUntil paid. D. Landlord may sue Tenant for damages for breach of this Lease after Tenant's Default and abandonment of the Premises, or after Landlord terminates Tenant's possession and Tenant vacates the Premises, in which case the measure of damages is the sum of. (t) the unpaid Rent up to the date of the abandonment or vacancy, plus (ii) the difference between the Rent for the remainder of the Term after abandonment or vacancy, and the fair market rental value of this Lease for the remainder of the Term after abandonment or vacancy, such difference to be discounted to present value at a rate equal to the rate of interest that is allowed by law in the State of Texas when the parties to a contract have not agreed on any particular rate of interest (or, in the absence of such law, at the rate of six percent (6%) per annum) Neither the enforcement or collection by Landlord of those amounts nor the payment by Tenant of those amounts will constitute a waiver by Landlord of any breach, existing or in the future, of any of the terms or provisions of this Lease by Tenant or a waiver of any rights or remedies that the Landlord may have with respect to any breach. E. In addition to the foregoing remedies, Landlord may change or modify the locks on the Premises if Tenant fails to pay the Rent when due, subject to Notice and opportunity to Cure Period Landlord will not be obligated to provide another key to Tenant or allow Tenant to regain entry to the Premises unless and until Tenant pays Landlord all Rent that is delinquent. Tenant agrees that Landlord will not be liable for any damages resulting to the Tenant from the lockout. When Landlord changes or modifies the locks, Landlord or Landlord's agent shall post a written notice in accordance with Section 93.002 of the Texas Property Code, or its successor statute. Tenant may be subject to legal liability if Tenant or Tenant's representative tampers with any lock after the locks have been changed or modified. F. No re-entry or taking possession of the Premises by Landlord will be construed as an election to terminate this Lease, unless a written notice of that intention is given to Tenant. Notwithstanding any reentry, taking possession or reletting, Landlord may, at any time thereafter, elect to terminate this Lease for a previous Default. Pursuit of any of the foregoing remedies will not preclude pursuit of any other remedies provided by law, nor will pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any Rent due to Landlord under this Lease or of any damages accruing to Landlord by reason of the violation of any of the provisions in this Lease. Failure of Landlord to declare any Default immediately upon its occurrence, or failure to enforce one or more of Landlord's remedies, or forbearance by Landlord to enforce one or more of Landlord's remedies upon a Default, will not be deemed to constitute a waiver of any of Landlord's remedies for any Default Pursuit of any one of the remedies will not preclude pursuit by Landlord of any of the other remedies provided in this Lease The loss or damage that Landlord may suffer by reason of a Default by Tenant under this Lease, or the deficiency from any reletting, will include the expense of taking possession and any repairs performed by Landlord after a Default by Tenant. If Landlord terminates this Lease at any time for any Default, in addition to other Landlord's remedies, Landlord may recover from Tenant all damages Landlord may incur by reason of the Default, including the cost of recovering the Premises and the Rent then remaining unpaid. 6-Nothing in -thie-Lease-will-be ceastfue" --imposing any d6ly--upeR Landlefd--le--4e4t t e-14-e,ises. Landlord-wilt-Dave-Re-dirty to miligale-l6a;ndlefd's da appl+sa LANDLORD'S INITIALS / _ TENANT'S INITIALS r'MANAFRf'In1 I FAr.F M'PPF:"FhJT- Pana 111 Tenant-w 0-8ne4hef-terra" -''Substifute-Tenant-ie-ass©rdanGe wit 4h&4a#evAn9--r- ri . M4-andlerd +vilt-haV"G-Gbligatien-te solicit 13F entertain negotiation er-prespeetive tenant:-fe"he ors until Landlerd-el3tains4ult-possession eVthe-P em ses inGWing -withOUt limitation;-the- nal-and--unappeatable-IegaLright tO relet4he-Pf^^ :free-ef-any—torn-of—enant; (21-L-andlerd-will--not-be-obligated-to-4ease e ow-the ��� -on-a-priera"asi:7-eF effeF he Rrerr+ises to s-prespectiveAenant-whea-other-space-ia4he Bum ding-suitable-for-414 Prospeetive tenant's use is(er-anon-w&be)-available; {3YLandleffl--will Rot be obligated-te-tease the Pfernises-to-a-Substitete Tenant for anemeanNess than4he-current-4 -rnartket-rent-then-prevailing °,e-nor-similar-uses OR 6 mparabie-buildings4f--the same rearket afea as the Pe3pedy ne�will-l_-andierd-be-abligated4e-entef-inte-a-new-lease-uncle-r otheF-terms--and-conditiens-that-are-unacseptabte--te--Landlord-u„def-andterd's-then-current w"ng-policies-for-wmparable-spaco--in-the-P-roperty; (4g-andler4w4knet-be-9bligated-t"nte-OPA -a--lease-with--a Subslitute-Tenant-whose use-woul . 6tFistion—, -Gevena ntained- in-the-4ease of--enether tenant-et the PFGPeFt 1, O"dveFsely aHe6t the r pupation-of-the-PTepeFtjF 6F (floe incompatible-with-ether--�of the Prepefty- (6) Landlord will-net be-obligated-te-enter4nto-a-lease-with-any-proposed--Substitute-Tenant that deer not-have on Land'eFd's 69nable--opinion, su#isientAnancial-FesGurcon to p y4he Rent uodeF-new-t he-Rfernises-in-a-first nd (SY-Landlord-wit mount of alter; rernodel, OF otherwise rnake-the-14err,ises suit ble for use by a proposed Substiti nant-unless: enant i�m-t�af4eFd-in dva^� ^�<dlGfd's-e�sution ef-a-tease (i)-T -pays-any-ask►-s with the pmpased ubstW teT-enant(which payment will neat be in4ea-e€any-damages of others-te-whirl-andlerd-rnay--he-enWed-as a result--ef-�arit's-default-undef-this L-ease},eF (4 Landle� dlerd's+easonable-"GFelieftrdeter:nine&4hataa such-expenditur---4 finansiallylustified in senneotien with entefing4nto-a-lease-with4he prospective-Substitute Tenant- H. No right or remedy of Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy will be cumulative and in addition to any other right or remedy now or hereafter existing under this Lease, at law, in equity or by statute. Landlord will not be liable for any damages resulting to Tenant from any right or remedy exercised by Landlord, regardless of the cause, even if it is caused by the sole, joint or concurrent negligence of Landlord 11.03 Notice of Default. Tenant shall give written notice of any failure by Landlord to perform any of Landlord's obligations under this Lease to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Premises whose name and address have been furnished to Tenant in writing. Landlord will not be in default under this Lease unless Landlord (or the ground lessor, mortgagee or beneficiary) fails to cure the nonperformance within thirty (30) days after receipt of Tenant's notice However, if the nonperformance reasonably requires more than thirty (30) days to cure, Landlord will not be in default if the cure is commenced within the 30-day period and is thereafter diligently pursued to completion. 11.04 Limitation of Landlord's Liability. As used in this Lease, the term "Landlord" means only the current owner or owners of the fee title to the Premises, or t e ea�hold estate under a ground lease o{ LANDLORD'S INITIALS TENANT'S INITIALS f (lhAr1AF!?! fAI I FACE Ar PFirhAFNT - Puna 'Id the Premises, at the time in question Each Landlord is obligated to perform the obligations of Landlord under this Lease only during the time such Landlord owns such title or estate. Any Landlord who transfers its title, estate or other interest is relieved of all liability with respect to the obligations of Landlord under this Lease accruing on or after the date of the transfer, and Tenant agrees to recognize the transferee as Landlord under this Lease. However, each Landlord shall deliver to its transferee the Security Deposit held by Landlord, to the extent the Security Deposit has not then been applied under the terms of this Lease. ARTICLE TWELVE LANDLORD'S CONTRACTUAL LIEN In addihGn-t"he statuteFy ' leFd44 n-T-e�nt--her o'fa-nt&4o--Landlord-a-security-interest-te secure payment-DValt-Rent--and othe� SUMs of-money-be6eming d-ue-undef-thls Lease 49M Tenant, upon all-inventey+-goods-wares;-equipment, fixtures-furnitufe and ell-etheF-persGPal--prop situated-in-or-on the P-rerr ises, togelheF with the proceeds frenT tbe—sa-l::ereeL-Te such-pf pertf-wthout-the--Goor,en"f-Landlord-until-,all-Rent in arrearss ar"lher-surfls-then �',�-III Landlord-und"is-Lease-have-been-paid--Upon lhe-eGwrrence-of a Defaul#-6andlerd naay-in additien te-any-ethef--remedies-provWed4n4Ns Lease r-by-law-enteF-upe^ ",-she Premises and-take-possession of any and It goods-wares-equip thef-pefsenal-prepefty-GUTenaRt�� or once R rem ises-without-4iabilrty4e"fespass or-conversion;-and sell " property-at-public or private sales, with--ou-without-havi the- '�e sale-after ivin t rem enable notic"Vthe �- P�orii-at-�^ -g g-Ten..., time and-place e- Mess-etherwise required by-lain+;notice-to-Tenant-of-the sale-will be deeMed-suffieient4f-gov ibed4tn this Lease al: easl-ten-(40}ffays-before-4he time of the-sale-Any-pub4 ---sale-m de under-this-Article-Ml'l be deemed--lo-have teen-eendasted-in a commereially-reasonable manner if heldon-the PrenY.aas-of-where the-property-is located ^ae' the "ram place and-method-sf-sale-and-a-general-descAptie^ ^r�g.-!he types of propefty-to be sold have-been advertised-in--a-"Iy-newspaper-published in-the-eountV-where the-PFerr►ises-is-tesafed-fey five-(5) soRseEutive-days-before-the date he-sale-Landlord-ef its assigns may-Purchase at-a-publis-sale-and; unless-prohibited-by-taw, at a-private sale.the-preseed&-from--any-disposit4can-pursuant-to-thi"ftiste! less-any--and--atl-expenses-connected Frith-the-taking of of the-Properly (inGtudrag reasonable attefneys'-fees"and-expenses),will-;;e ap;nied_a-credit-agaiM"he;;�'^', S seruWed by the sesurityAnterest-granted in-this-^rtiGle.Any surplus will paid 'mar as otherwise requifed4y-law;-and-T-enant3hall-prornptly-pay-airy-deride^^yea-'La ord-is-authorized to file a financing statement to perfect-the see rity-ii;gerest-�dIord-in-the-afefefr+entiened pFoperty-and-raseeds thereoU+wAef4he-provisions-af-the-Texer,Basin n-effee" the-State-Gf- - prov:-+, ;- �ot�n-default-underany-ef-the!eFMS Of#ti-.-Lease-upon-wr4#en-Feque-st4>y-TenanA-. Landlord-shall-de,livere written-subardinalien-af-Landlerd's s(aMery-and-sentfast4ra"iens4"ny4iens and-security-interests--seser+ng any institutional-third-party-fins Ging of Ten anL-Landlord--shall-not unfeaswably-withheld-eF delay the deW ery-af_L-andlerd's-written-suberd4kitien- ARTICLE THIRTEEN PROTECTION OF LENDERS 13.01 Subordination and Attornment. Landlord may subordinate this Lease to any future ground Lease, deed of trust or mortgage encumbering the Premises, and advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded Landlord's right to subordinate is subject to Landlord providing Tenant with a written Subordination, Non-disturbance and Attornment Agreement from the ground lessor, beneficiary or mortgagee wherein Tenant's right to peaceable possession of the Premises during the Term will not be disturbed if Tenant pays the Rent and performs all of Tenant's obligations under this Lease and is not otherwise in default, in which case Tenant shall attom to the transferee of or successor to Landlord's interest in the Premises and recognize the transferee or successor as Landlord under this Lease. Tenant's rights under this Lease are subordinate to any existing ground lease, deed of trust or mortgage encumbering the Premises. However, if any ground lessor, beneficiary or mortgagee elects to have this Lease be superior to its ground lease, deed of trust or mortgage and gives Tenant written notice thereof, then this Lease will be deemed superior to the ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of the ground lease, deed of trust or mortgage or the date of recording thereof. LANDLORD'S INITIALS TENANT'S INITIALS .__4 _ r.r)hAhAFRr`.IAi I FACF Ar3RFFMFNT- Pana 15 13.02 Signing of Documents. Tenant shall sign and deliver any document that may be requested to evidence any attornment or subordination, or any agreement to attorn or subordinate, as long as the document is consistent with the provisions of Section 13.01. t -Tura iA-4en-(40) days-after a-written-fegue6t,Tenant y La t's-attorney4n4a" exesute andAeWer'.�he-attar-nment f-subordination deGuFnent. 13.03 Estoppel Certificates. A. Upon Landlord's written request, Tenant shall execute and deliver to Landlord a written statement certifying (1) whether Tenant is an assignee or subtenant; (2) the Expiration Date of this Lease; (3) the number of renewal options under this Lease and the total period of time covered by the renewal option(s); (4) that none of the terms or provisions of this Lease have been changed since the original execution of this Lease, except as shown on attached amendments or modifications; (5) that no default by Landlord exists under the terms of this Lease (or if Landlord is claimed to be in default, stating why), (S) that Tenant has no claim against Landlord under this Lease and has no defense or right of offset against collection of Rent under this Lease; (7) the amount and date of the last payment of Rent; (8) the amount of any Security Deposit and other deposits, if any; and (9) the identity and address of any guarantor of this Lease. Tenant shall deliver the statement to Landlord within ten (10) days after Landlord's request. Landlord may forward any such statement to any prospective purchaser or lender of the Premises. The purchaser or lender may rely conclusively upon the statement as true and correct B. If Tenant does not deliver the written statement to Landlord within the ten (10) day period, Landlord, and any prospective purchaser or lender, may conclusively presume and rely upon the following facts: (1) that the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (2) that this Lease has not been terminated except as otherwise represented by Landlord; (3) that not more than one monthly installment of Base Rent and other charges have been paid in advance; (4) there are no claims against Landlord nor any defenses or rights of offset against collection of Rent; and (5) that Landlord is not in default under this Lease. In such event, Tenant will be estopped from denying the truth of the presumed facts. Ret-rner-e4han--two4ime6-in-ar►y-rate year, T�e.,a^ n"ha4-deliver-u Landlord #inaasial-slalemente as are-reasonably subtenant;ar guarantor-�ant-i"ddition,-Tenant-shall-deliver-to-aAy4ender des"ted-by-Landlord-any-financial n+�enis required b '� � IendeNe facilitate--the-€inanG4Kj--oF4eiRansing of the-Rremises-TenaM represents to Landlord-that each-f+nan"-statement4s-a4fue;-complete,arid-accurate statement-as-of the--date-of the-statement. ill fnarc;ia"talemenis will be ser3fidenfial-and-.will-be-used-oRly W the purposes-set4oirlh-in th'.&-Lease: ARTICLE FOURTEEN ENVIRONMENTAL REPRESENTATIONS AND INDEMNITY 14.01 Tenant's Compliance with Environmental Laws. Tenant, at Tenant's expense, shall comply with all laws, rules, orders, ordinances, directions, regulations and requirements of Federal, State, county and municipal authorities pertaining to Tenant's use of the Property and with the recorded covenants, conditions and restrictions, regardless of when they become effective, including, without limitation, all applicable Federal, State and local laws, regulations or ordinances pertaining to air and water quality, Hazardous Materials (as defined in Section 14.05), waste disposal, air emissions and other environmental matters, all zoning and other land use matters, and with any direction of any public officer or officers, pursuant to law, which impose any duty upon Landlord or Tenant with respect to the use or occupancy of the Property 14.02 Tenant's Indemnification. Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Property by Tenant, or Tenant's agents, employees, LANDLORD'S INITIALS TENANT'S INITIALS r'.r KAhAFRr'.IAI I FA.qF A(;RFFAAFNT- Pana I contractors or invitees without the prior written consent of Landlord. If the presence of Hazardous Materials on the Property caused or permitted by Tenant results in contamination of the Property or any other property, or if contamination of the Property or any other property by Hazardous Materials otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Property, damages for the loss or restriction on use of rentable or unusable space or of any amenity or appurtenance of the Property, damages arising from any adverse impact on marketing of building space or land area, sums paid in settlement of claims, reasonable attorneys'fees, court costs, consultant fees and expert fees) that arise during or after the Term as a result of the contamination This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial work, removal or restoration work required by any Federal, State or local government agency because of Hazardous Materials present in the soil or ground water on or under the Property caused or permitted by Tenant. Without limiting the foregoing, if the presence of any Hazardous Materials on the Property (or any other property)caused or permitted by Tenant results in any contamination of the Property, Tenant shall promptly take all actions at Tenant's sole expense as are necessary to return restore the Property te-thecedition-existing-fief-te-the in"dastion-cif-ap,y--su-e4"azardeus-Mate"6 in accordance with the provisions of the Texas Risk Reduction Program as established by the Texas Commission on Environmental Quality, provided that Landlord's approval of such actions is first obtained. Nothing contained herein shall ever be construed so as to require Tenant to create a sinking fund or to access, levy and collect any tax to fund its obligations under this Paragraph 5.04. 14.03 Landlord's Representations and Warranties. Landlord represents, to the best of Landlord's actual knowledge. that: (i) any handling, transportation, storage, treatment or usage of Hazardous Materials that has occurred on the Property to date has been in compliance with all applicable Federal, State, and local laws, regulations and ordinances; and (ii) no leak, spill, release, discharge, emission or disposal of Hazardous Materials has occurred on the Property to date and that the soil or groundwater on or under the Property is free of Hazardous Materials as of the Commencement Date, unless expressly disclosed by Landlord to Tenant in writing. 14.04 Landlord's Indemnification. Landlord's Indemnification. Landlord hereby indemnifies, defends and holds Tenant harmless from any claims, judgments, damages, penalties, fines, costs, liabilities, (including sums paid in settlements of claims) or loss, including, without limitation, reasonable attorneys' fees, court costs, consultant fees, and expert fees, which arise during or after the Term of this Lease from or in connection with the presence or suspected presence of Hazardous Materials in the soil or groundwater on or under the Property, unless the Hazardous Material is released by Tenant or is present as a result of the negligence or willful conduct of Tenant. Without limiting the generality of the foregoing, the indemnification provided by this Section will specifically cover costs incurred in connection with any investigation of site conditions or any clean-up, remedial work, removal or restoration work required by any Federal, State or local governmental authority. Tenant may terminate this Lease upon written notice to Landlord in the event of any Hazardous Materials being present on the Property if arising during the Term, or if the Hazardous Materials threatens the health and safety of Tenant's employees, contractors, or invitees, regardless of the time period of the appearance of the Hazardous Materials, unless the Hazardous Materials were caused or permitted by the Tenant. Termination by Tenant under this Section shall relieve Tenant of all obligations under the Lease including Rent 14.05 Definition. For purposes of this Lease, the term "Hazardous Materials" means any one or more pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, solvent or oil as defined in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Clean Water Act, as amended, the Water Pollution Control Act, as amended, the Solid Waste Disposal Act, as amended, or any other Federal, State or local environmental law, regulation, ordinance, or rule, whether existing as of the date of this Lease or subsequently enacted. 14.06 Survival. The representations and indemnities contained in this Article Fourteen will survive the expiration or termination of this Lease. LANDLORD'S INITIALS -TENANT'S INITIALS r.nAAAAFPraA1 I FACE Ar;RFFAAFAIT- PanP 17 ARTICLE FIFTEEN PROFESSIONAL SERVICE FEES 15.01 Amount and Manner of Payment. Professional service Fee due to the Principal Broker and Cooperating Broker(together, the"Brokers")will be calculated and paid as follows: A. Lump Sum Unless the box for Section 15.0113 is checked in Section 1.13A, then Landlord agrees to pay to each of the Brokers a lump sum professional service Fee for negotiating this Lease, plus any applicable sales taxes, equal to: (i) the percentages stated in Section 1.13A of the total Base Rent to become due to Landlord during the Term, if the blanks for percentages are completed; or (ii) the amounts per square fool in the Premises stated in Section 1.13A, if the blanks for amounts per square foot are completed. The Fees will be paid to the Brokers (i) one-half on the date of final execution of this Lease, and (ii) the balance on the Commencement Date of this Lease. B. Monthly. If the box for this Section 15.0113 is checked in Section 1.13A, then Landlord agrees to pay to each of the Brokers a monthly professional service Fee for negotiating this Lease, plus any applicable sales taxes, equal to the percentages stated in Section 1.13A of each monthly Base Rent payment at the time the payment is due 15.02 Payments on Renewal, Expansion, Extension or New Lease. Subject to the termination date stated in this Section below, if Tenant or Tenant's successors or assigns. (a) exercises any right or option to renew or extend the Term (whether contained in this Lease or in any amendment to this Lease) or enters into a new lease covering the Premises, a portion of the Premises, or the Premises and additional space; or (b) enters into any new lease, expansion or other rental agreement as to any premises located on or constituting all or part of any real property owned by Landlord adjacent to the Property, then Landlord shall pay to each of the Brokers an additional Fee covering the full period of the renewal, extension, new lease, expansion or other rental agreement. The additional Fees will be due on the date of exercise of a renewal option, or the dale of execution in the case of a new lease, expansion or other agreement The additional Fees will be computed and paid under Section 15.011A or Section 15.01E above (whichever has been made applicable under Section 1.13), as if a new lease had been made for such period of time. The Brokers' right to receive these additional Fees will terminate on the date that is ten years after the expiration of the Term of this Lease, as amended or extended 15.03 Payments on Sale. Subject to the termination date stated in this Section below, if Tenant or Tenant's successors or assigns, purchases the Premises pursuant to a purchase option contained in this Lease (or in any amendment to this Lease or any other agreement) or otherwise purchases the Premises, the Property or any portion of either the Premises or the Property, then Landlord shall pay to each of the Brokers a Fee equal to the percentages stated in Section 1,13_13 of the purchase price, payable in Good Funds at the closing. Upon the closing of a sale to Tenant, any monthly lease Fees will terminate upon payment of the Fee on the sale The Brokers' right to receive these additional Fees will terminate on the date that is ten years after the expiration of the Term of this Lease, as amended or extended. 15,04 Other Brokers. Both Landlord and Tenant represent to the other party that they have had no dealings with any person, firm or agent in the negotiation of this Lease other than the Broker(s) named in this Lease, and no other broker, agent, person, firm or entity other than the Broker(s) is entitled to any commission or fee in connection with this Lease. 15.05 Landlord's Liability. Landlord will be liable for payment of ail Fees solely to the Brokers, and Landlord will not be obligated to pay any claims by any undisclosed broker The Principal Broker may pay a portion of the Fee to any Cooperating Broker pursuant to a separate agreement between the Brokers. biltlty-of 7...,ani- if Tenant-enters-into any new-ease, ewat,xpansiow, of eiheF-agFeemeRt 10 Fent, e PY, 9 •~oed-4V-� 46-0.3 within the time LANDLORD'S INITIALS _ TENANT'S INITIALS C.CIAAAAFRr:1A1 I FARF ACIRFFhAFNT- Pnno 1R i iaeipal oker�w sly-rraay be densA gee-Eooperal+ng--Brokef-)--ethefwise�-er+ar+t-will-lbe--jointfy and severally liable-wl;#l_-ar tlerd4er-aay-payments due eF to becorea-due-to-the-Rrjnsipal- ker- 15,07 Assumption on Sale. In the event of a sale or other transfer of the Premises by Landlord. Landlord shall assign this Lease to the purchaser or other transferee, and obtain from the purchaser or other transferee an Assumption Agreement in recordable form whereby the purchaser or other transferee agrees to pay the Brokers all Fees payable under this Lease Landlord shall deliver a fully executed original counterpart of the Assumption Agreement to each of the Brokers upon the closing of the sale or other transfer of the Premises. Landlord will be released from personal liability for subsequent payments of Fees payable under this Lease only upon the delivery of the Assumption Agreement to the Brokers. 15.08 Termination. Landlord and Tenant agree that the Brokers are third party beneficiaries of this Lease with respect to the Fees, and that no change may be made by Landlord or Tenant as to the time of payment, amount of payment or the conditions for payment of the Fees without the written consent of the Brokers. The termination of this Lease by the mutual agreement of Landlord and Tenant will not affect the right of the Brokers to continue to receive the Fees agreed to be paid under this Lease, just as if Tenant had continued to occupy the Premises and had paid the Rent during the entire Term. Amendment or termination of this Lease under Article Eight (Damage or Destruction) and Article Nine (Condemnation)will not amend or terminate the Brokers' right to collect the Fees. 15.09 Intermediary Relationship. A. If either of the Brokers has indicated in Section 1.11 or Section 1.12 that they are acting as an intermediary, then Landlord and Tenant hereby authorize the applicable Broker(s) to act as an intermediary between Landlord and Tenant in connection with this Lease, and acknowledge that the source of any expected compensation to the Brokers will be Landlord, and the Brokers may also be paid a fee by Tenant A real estate broker who acts as an intermediary between parties in a transaction. (1) may not disclose to Tenant that Landlord will accept a rent less than the asking rent unless otherwise instructed in a separate writing by Landlord; (2) may not disclose to Landlord that Tenant will pay a rent greater than the rental submitted in a written offer to Landlord unless otherwise instructed in a separate writing by Tenant; (3) may not disclose any confidential Information, or any information a party specifically instructs the real estate broker in writing not to disclose, unless otherwise instructed in a separate writing by the respective party or required to disclose such Information by the Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property; (4) shall treat all parties to the transaction honestly; and (5) shall comply with the Texas Real Estate License Act. B. Appointments. Brokers are authorized to appoint, by providing written notice to the parties, one or more licensees associated with Brokers to communicate with and carry out instructions of one party, and one or more other licensees associated with Brokers to communicate with and carry out instructions of the other party or parties During negotiations, an appointed licensee may provide opinions and advice to the party to whom the licensee is appointed ARTICLE SIXTEEN MISCELLANEOUS AND ADDITIONAL PROVISIONS 16.01 Disclosure. Landlord and Tenant understand that a real estate broker is not an expert in matters of law, tax, financing, surveying, hazardous materials, engineering, construction, safety, LANDLORD'S INITIALS TENANT'S INITIALS rMAKAFRf..IAI I PACF ArPFFNAFKIT . Pano iQ zoning, land planning, architecture or the ADA. The Brokers hereby advise Tenant to seek expert assistance on such matters. Brokers do not investigate a property's compliance with building codes, governmental ordinances, statutes and laws that relate to the use or condition of a property and its construction, or that relate to its acquisition. If the Brokers provide names of consultants or sources for advice or assistance, Tenant acknowledges that the Brokers do not warrant the services of the advisors or their products and cannot warrant the suitability of property to be acquired or leased. Furthermore, the Brokers do not warrant that the Landlord will disclose any or all property defects, although the Brokers will disclose to Tenant any actual knowledge possessed by Brokers regarding defects of the Premises and the Property. In this regard, Tenant agrees to make all necessary and appropriate inquiries and to use diligence in investigating the Premises and the Property before signing this Lease. Tenant acknowledges and agrees that neither the Principal Broker nor any Cooperating Broker has made any representation to Tenant with respect to the condition of the Premises, and that Tenant is relying exclusively upon Tenant's own investigations and the representations of Landlord, if any, with respect to the condition of the Premises. Landlord and Tenant agree to hold the Brokers harmless from any and all damages, claims, costs and expenses resulting from or related to Landlord's furnishing to the Brokers any inaccurate information with respect to the Premises, or Landlord's concealing any material information with respect to the Premises. Landlord and Tenant hereby agree to indemnify and defend the Brokers against any and all liabilities, claims, debts, damages, costs, or expenses, including but not limited to reasonable attorneys' fees and court costs, related to or arising out of or in any way connected to (a) representations concerning matters properly the subject of advice by experts; or (b) any dispute directly between Landlord and Tenant regarding this Lease. In addition, to the extent permitted by applicable law, the Brokers' liability for errors, omissions, or negligence is limited to the return of the Fee, if any, paid to the Brokers pursuant to this Lease. Nothing contained herein shall ever be construed so as to require Tenant to create a sinking fund or to access, levy and collect any tax to fund its obligations under this Paragraph 5.04. 16.02 Force Majeure. If performance by Landlord of any term, condition or covenant in this Lease is delayed or prevented by any Act of God, strike, lockout, shortage of material or labor, restriction by any governmental authority, civil riot, flood, or any other cause not within the control of Landlord, the period for performance of the term, condition or covenant will be extended for a period equal to the period Landlord is so delayed or prevented, 16.03 interpretation. The captions of the Articles or Sections of this Lease are to assist the parties in reading this Lease and are not part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular will include the plural and the plural will include the singular, and the masculine, feminine and neuter genders will each include the other. 16.04 Waivers. Any waivers of any provisions of this Lease must be in writing and signed by the waiving party. Landlord's delay or failure to enforce any provisions of this Lease or Landlord's acceptance of late installments of Rent will not be a waiver and will not prevent Landlord from enforcing that provision or any other provision of this Lease in the future. No statement on a check from Tenant or in a letter accompanying a check will be binding on Landlord. Landlord may, with or without notice to Tenant, negotiate, cash, or endorse the check without being bound to the conditions of any such statement. 16.05 Severability. A determination by a court of competent jurisdiction that any provision of this Lease is invalid or unenforceable will not invalidate the remainder of that provision or any other provision of this Lease, which will remain in full force and effect. 16.06 Joint and Several Liability. All parties signing this Lease as Tenant will be jointly and severally liable for all obligations of Tenant. Tenant will be responsible for the conduct, acts and omissions of Tenant's agents, employees, customers, contractors, invitees, agents, successors or others using the Premises with Tenant's express or implied permission 16.07 Amendments or Modifications. This Lease is the only agreement between the parties pertaining to the lease of the Premises and no other agreements are effective unless made a part of this Lease. All amendments to this tease must be in writing and ned b all parties LANDLORD'S INITIALS TENANT'S INITIALS�- r.nhAhAFR('.IAI I PARK Ar;RFFAAFNT_ Pnna')n 16.08 Notices. All notices and other communications required or permitted under this Lease must be in writing and will be deemed delivered, whether actually received or not, on the earlier of: (i) actual receipt if delivered in person or by messenger with evidence of delivery; er-fi3-receip"Uafl-eiestmak., facsimile-transrn4sion ("Fax") fth-sonfirmatien of delive-9,v, or (iii) upon deposit in the United States Mail as required below Not4Ges may be tFansmitted by Faxto 'ham Fa elephene--nurnbers specified--in Aftisle One-0f-this-Leaase, if any- Notices delivered by mail must be deposited in the U.S. Postal Service, certified mail, return receipt requested, postage prepaid, and properly addressed to the intended recipient as set forth in Article One. Notices sent by any other means will be deemed delivered when actually received, with proof of delivery. A#ef�-possession ef-t# -emises-by-T-c�rtt;T-enanft-address for-notice-purpese&-will-be4he-address-Gf4h PFern sec urAess r� t otifies LandIGfd in writing of di#efen"ddress--te—beuWse- Any party may change its address for notice by delivering written notice of its new address to all other parties in the manner set forth above. Copies of all notices should also be delivered to the Brokers, but failure to notify the Brokers will not cause an otherwise properly delivered notice to be ineffective. Also, copies of all notices must also be delivered to the following persons [if the blanks have been completed]: Copies of notices to Landlord are to be delivered to: Joe Stevens,JT5 Properties Address: 4729 Washburn Avenue Fort Worth,TX 76107 Telephone: _ 817-366-1927 Fax: Email: Copies of notices to Tenant are to be delivered to: Sonia Singleton,Cat of Fori Wartb PACSD __ Address: 4200 South Freeway,Suite 2200_ _ Fort Worth,Texas 761.1.5 _ Telephone: 517-392-5774 Fax: 817-392-5776 E-mail: sonia.singicion@fortworthtexas.gov 16.09 Attorneys' Fees. If, on account of any breach or default by any party to this Lease in its obligations to any other party to this Lease (including, but not limited to, the Brokers), it becomes necessary for a party to employ an attorney to enforce or defend any of its rights or remedies under this Lease, the non-prevailing party agrees to pay the prevailing party its reasonable attorneys' fees and court costs, if any, whether or not suit is instituted in connection with the enforcement or defense 16.10 Venue. All obligations under this Lease, including, but not limited to, the payment of Fees to the Brokers, will be performed and payable In the county in which the property is located. The laws of the State of Texas will govern this Lease. 16.11 Survival. All obligations of any party to this Lease that are not fulfilled at the expiration or the termination of this Lease will Survive such expiration or termination as continuing obligations of the party. 16.12 Binding Effect. This Lease will inure to the benefit of, and be binding upon, each of the parties to this Lease and their respective heirs, representatives, successors and assigns. However, Landlord will not have any obligation to Tenant's successors or assigns unless the rights or interests of the successors or assigns are acquired in accordance with the terms of this Lease. 16.13 Right to Claim a Lien. If a commission agreement or other agreement to pay Fees to the Brokers is not included in this Lease, then be advised that pursuant to Chapter 62 of the Texas Property Code, each Broker hereby discloses the Broker's right to claim a lien based on a separate written commission agreement or other agreement to pay Fees to the Broker, and this disclosure is incorporated in the commission agreement or other agree Tel to pay Fees. LANDLORD'S INITIALS TENANT'S INITIALS rr1r<AKAFRr..IAI I FACE Ar;PFF=AA1=NT- PmnP 91 ' 16.14 Patriot Act Representation. Landlord and Tenant each represent to the other that: (1) its properly interests are not blocked by Executive Order No, 13224, 66 Fed. Reg. 49079; (2) it is not a person listed on the Specially Designated Nationals and Blocked Persons list of the Office of foreign Assets Control of the United States Department of the Treasury; and (3) it is not acting for or on behalf of any person on that list 16.15 Offer: The execution of this Lease by the first party to do so constitutes an offer to lease the Premises Unless this Lease is signed by the other party and a fully executed copy is delivered to the first party within ten (10) days after the date of execution by the first party. such offer to lease will be deemed automatically withdrawn Any acceptance of an offer that has been withdrawn will only be effective if the party that withdrew the offer subsequently agrees to the acceptance either in writing or by course of conduct. 16.16 Additional Provisions. Landlord and Tenant agree to any provisions set forth on the attached Addendum J — Additional Provisions Addendum,and the following additional provisions [if any] 1 Notwithstanding anything to the contrary contained in this Lease, the warehouse air conditioning unit at the northwest corner of the building is not operational and Landlord will not repair or replace this unit Also, the two air conditioning units on the south wall of the main warehouse room do not provide heat. 2. Tenant's obligation for paying taxes will begin upon the Lease Commencement Date 3 Funding and Non-Appropriation. This lease shall terminate in the event that the governing body of Tenant shalt fail to appropriate sufficient funds to satisfy any obligation of Lessee hereunder. Tenant shall immediately give written notice of lease termination to Landlord, Termination shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever comes first Termination pursuant to this non-appropriation clause shall be without further penalty or expense to either party, except as expressly provided below a) In order to terminate this Lease, Tenant must fully and completely satisfy the following condition: concurrently with Tenant's delivery of the termination notice to Landlord. Tenant shall pay to Landlord a termination fee ("Termination Fee") equal to the sum of the unamortized balance, as of the applicable Termination Date, of the cost of the brokerage commissions paid by Landlord in connection with this Lease. Amortization pursuant to the preceding sentence shall be calculated on a sixty-four (64) month amortization schedule commencing as of the Lease Commencement Date based upon equal monthly payments LANDLORD'S INITIALS TENANT'S INITIALS _ r..nhANAFRr'IAI I FACF Af`,RFFriAAF:MT- Pana 99 I 116.17 Consult an Attorney. This Lease is an enforceable, legally binding agreement. Read it carefully. The Brokers involved in the negotiation of this Lease cannot give you legal advice. Landlord and Tenant acknowledge that they have been advised by the Brokers to have this Lease reviewed by competent legal counsel of their choice before signing this Lease. By executing this Lease, Landlord and Tenant each agree to the provisions contained in this Lease. This Lease has been executed as of the Effective Date LANDLORD JTS.Pro e s LC By[Signature]: - Name- _ Title. Date of Execution: TENANT TENANT City of Fort aorth By (Signature]: By [Signature]. Name Susan Al nis Name: Title: Assistant q Manaager Title: Date of Execution: Date of Execution- PRINCIPAL BROKER COOPERATING BROKER Jamie White Commercial Real Estatee, LLB By [Signature]: + I `"`�"_.. By [Signature]' Name- Name: Title Title: Address: Address: _ Broker's License No.: _ Broker's License No..- Tax ID No.. _ Tax ID No.: pt 1 d/I4sio r% l r t i NE. rigs• fern, is provided f rr the rose of urrmhers ul the North 1'eras Commercial Association of Reulten's K. hrc and members nf'the North l'rxos Canunerc•ial Assoriatio»of Neal Estate Prof&ssionals, lire. Permission is given ro make limited ropies of'dre curre►u version of this form/irr use in a particular Te,ras real estate transaction Please contact the N7('.4R of ve to ran irrrt rhar vmu are usirig the current version gj this fnrnr. Amass Iuudtrrtion, or reproduction fbr resale. is nat allowed without express perntiss•ion. An changes to this 1orrrt rrmst he made lit a manner that is obvious. (Tan-v u�ordls dire deleted, tltcr, nutst be kyl in the /orrn nvth a lime ,hcawn tlrrortgh them. If changes are made that are nut nhvions, rheY are not enfnrceahle. APPROVED AS TO FORM AND LEGALITY: 1 ' - lit(JI 11 Leann Guzman ICY Assistant City Attorney ,cook°ep°°°0°°�► 0 Uo o�Q�jt ATTEST: 01,° vp %A �7f v &C C-25900 ary J. Kays r �Nf �� D 0°°°°°op°°° .Dated: October 2, 2012 City Secret a at1 �X�5b j an4 LANDLORD'S INITIALS TENANT'S INITIALS ( 17t<AAAFE7!`IAI I FAfiF Ar;PFFNAFNT- PanP 91 NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS ADDENDUM "A" TO LEASE EXPENSE REIMBURSEMENT Address of the Premises: 541 N Main Street, Fort Worth_TX 76164 1. Expense Reimbursement. Tenant shall pay Landlord as additional Rent a portion of the following expenses (collectively the "Reimbursement") that are incurred by or assessed against the Premises[check all boxes that apply]: ® Real Estate Taxes (defined in Section 4.a. below); ❑ Insurance Premiums (defined in Section 4.b. below); ❑ Common Area Maintenance(CAM) Expenses(defined in Section 4.c. below); ❑ Operating Expenses(defined in Section 4 d. below); ❑ Roof and Structural Maintenance Expenses(defined in Section 4.e. below); and ❑ Utilities(defined in Section 4,f. below) 2. Expense Reimbursement Limitations.The amount of Tenant's Reimbursement will be determined by one of the following methods as described below[check only one]: ❑ Base Year or Expense Stop Adjustment(defined in Section 5 below), ❑ Pro Rata Adjustment(defined in Section.6 below); ❑ Fixed Amount Adjustment(defined in Section 7 below); or ® Net Lease Provisions(defined in Section.8 below). 3. Expense Reimbursement Payments. Tenant agrees to pay any end-of-year lump sum Reimbursement within thirty (30) days after receiving an invoice from Landlord. Any time during the Term, Landlord may direct Tenant to pay monthly an estimated portion of the projected future Reimbursement amount. Any such payment directed by Landlord will be due and payable monthly on the same day that the Base Rent is due. Landlord may, at Landlord's option and to the extent allowed by applicable law, impose a Late Charge on any Reimbursement payments that are not actually received by Landlord on or before the due date, in the amount and manner set forth in Section 3.03 of this Lease Any Reimbursement relating to partial calendar years will be prorated accordingly. If Tenant's Pro Rata Share is not expressed in Section 1.04,E of this Lease, then Tenant's Pro Rata Share of such Reimbursements will be based on the square footage of useable area contained in the Premises in proportion to the square footage of useable building area of the Property. Tenant may audit or examine those items of expense in Landlord's records that relate to Tenant's obligations under this Lease. Landlord shall promptly refund to Tenant any overpayment that is established by an audit or examination. If the audit or examination reveals an error of more than rive percent (5%) over the figures billed to Tenant, Landlord shall pay the reasonable cost of the audit or examination 4. Definitions. a. Real Estate Taxes. "Real Estate Taxes" means all general real estate taxes, ad valorem taxes, general and special assessments, parking surcharges, rent taxes, franchise taxes, margin taxes, and other similar governmental charges levied against or applicable to the Property for each calendar year. b. Insurance Premiums. "Insurance premiums" means all Landlord's insurance premiums attributable to the Property, including but not limited to insurance for fire, casualty, general liability, property damage, medical expenses, extended coverage, and loss of rents coverage for up to twelve (12) months' Rent C. Common Area Maintenance Expenses. Common Area Maintenance Expenses" (or "CAM") means all costs of maintenance, inspection and repairs of the Common Areas of the Property, LANDLORD'S INITIALS _ TENANT'S INITIALS_ AYIIICTnp IRA W"'Tn I CACC i including, but not limited to, those costs for security, lighting, painting, cleaning, decorations and fixtures, Utilities, ice and snow removal, trash disposal, project signs, roof repairs, pest control, project promotional expenses, property owners' association dues, wages and salary costs of maintenance personnel, and other expenses benefiting all the Property that may be incurred by Landlord, in its discretion, including sales taxes and a reasonable service charge for the administration thereof. The term "Common Areas" is defined as that part of the Property intended for the collective use of all tenants including, but not limited to, the parking areas, driveways, loading areas, landscaping, gutters and downspouts, plumbing, electrical systems, HVAC systems, roof, exterior walls, sidewalks, malls, promenades (enclosed or otherwise), meeting rooms, doors, windows, corridors and public rest rooms. CAM does not include the cost of capital improvements, the cost of management office equipment and furnishings, depreciation on Landlord's original investment, the cost of tenant improvements, real estate brokers'fees, advertising of space for lease, or interest or depreciation on capital investments. d. Operating Expenses. "Operating Expenses means all costs of ownership, building management, maintenance, repairs and operation of the Property, including but not limited to roof and structural maintenance, Real Estate Taxes, Insurance Premiums, CAM Expenses, reasonable management fees, wages and salary costs of building management personnel, overhead and operational costs of a management office, janitorial, Utilities, and professional services such as accounting and legal fees. Operating Expenses do not include the cost of capital improvements, the cost of management office equipment and furnishings, depreciation on Landlord's original investment, the cost of tenant improvements, real estate brokers' feels, advertising of space for lease, or interest or depreciation on capital investments. e. Roof and Structural Maintenance Expenses. "Roof and Structural Maintenance Expenses" means all costs of maintenance, repair and replacement of the roof, roof deck, flashings, skylights, foundation, floor slabs, structural components and the structural soundness of the building in general f. Utilities. "Utilities" means charges for electricity, gas, water, sewer, storm water disposal, trash removal, telephone, Internet access and other communication services, and any other services that are commonly understood to be utilities, including initial connection charges. 5. Base Year/Expense Stop Adjustment. Tenant shall pay to Landlord as additional Rent Tenant's Pro Rata Share of increases in Landlord's Real Estate Taxes, Insurance Premiums, CAM Expenses, Operating Expenses, Roof and Structural Maintenance Expenses and/or Utilities, whichever are applicable, for the Property for any calendar year during the Term or during any Extension of this Lease, over(check only onej: a. Such amounts paid by Landlord for the Base Year or b. $ per square foot of floor area (as set forth in Section 1.04D) per year. 6. Pro Rata Adjustment. Tenant shall pay to Landlord as additional Rent Tenant's Pro Rala Share of the total amount of Landlord's Real Estate Taxes, Insurance Premiums, CAM Expenses, Operating Expenses, Roof and Structural Maintenance Expenses and/or Utilities, whichever are applicable, for every calendar year during the Term and during any extension of this Lease 7. Fixed Amount Adjustment. Tenant shall pay to Landlord as additional Rent the following monthly amounts as Tenant's Reimbursement to Landlord for the applicable expenses that are incurred by or assessed against the Property. Real Estate Taxes $ per month. Insurance Premiums $ _. per month. CAM Expenses $ per month. Operating Expenses $ __ per month. Roof& Structural Maintenance Expenses $ per month. Utilities $ per month. LANDLORD'S INITIALS / TENANT'S INITIALS n nnr-%IMI U,I"r"Tni CA CC � 8. Net Lease Provisions. Notwithstanding anything contained in this Lease to the contrary in Section 6.02, Article Seven or otherwise, Tenant shall be responsible for paying Tenant's Pro Rata Share of all costs of compliance with laws, ownership, maintenance, repairs, replacements, operation of the Premises, and operation of the Property, including but not limited to all costs of Real Estate Taxes, Insurance Premiums, Common Area Maintenance Expenses, Operating Expenses, Roof and Structural Maintenance Expenses,and Utilities. 9. !Gross-Up Provisions. (Check this only if applicable.] If the Property is a multi-tenant building and is not fully occupied during the Base Year or any portion of the Term, an adjustment will be made in computing the variable costs for the Base Year and each applicable calendar year of the Term. Variable costs will include only those items of expense that vary directly proportionately to the occupancy of the Property. Variable costs that are included in the CAM, Operating Expenses and Utilities will be increased proportionately to the amounts that, in Landlord's reasonable judgment, would have been incurred had ninety-five percent (95%) of the useable area of the Property been occupied during those years. LANDLORD'S INITIALS TFNANT'S INITIALS AnncainifA4'Ir"'Tn I r_ACC NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS ADDENDUM "C" TO LEASE BASE RENT PAYMENT SCHEDULE ,Address of the Premises: 541 N. Main Street, Fort Worth, TX 76164 _ (If each monthly installment of Base Rent is the same amount for the entire Term of the Lease, then that amount is set forth in giection 1.06, and there is no need for this Addendum] Variable Amounts of Base Rent Payments During the Term. On or before the first day of each month during the Term of this Lease, Tenant shall pay monthly installments of Base Rent as follows Beginning month October 1,2012 to month January 31, 2013 $ 0.00 Beginning month February 2013 to month January 31, 2016 $ 5,000.00 Beginning month February 1 2016 to month January 31, 2018 $ 5_500.00 Beginning month to month _ $ Beginning month to month $ Beginning month _ to month _ $ 1 LANDLORD'S INITIALS TENANT'S INITIALS AnnCKini IRA„r„Tn i I=ncc + NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS ADDENDUM "H" TO LEASE RULES AND REGULATIONS Address of the Premises: 541 N. Main Street Fort Worth, TX 76164_ 1. Application. Tenant, and Tenant's employees and invitees, shall abide by the following standards for the mutual safety, cleanliness, care, protection, comfort and convenience of all tenants and occupants of the Property. These Rules and Regulations apply to all of the Property as defined in this Lease including, but not limited to, the Premises, the building(s), the parking garages, if any, the common areas, driveways, and parking lots. 2. Consent Required. Any exception to these Rules and Regulations must first be approved in writing by Landlord. For purposes of these Rules and Regulations, the term "Landlord" includes the building manager, the building manager's employees, and any other agent or designee authorized by Landlord to manage or operate the Property. 3. Rules and Regulations: a. Tenant may not conduct any auction, "Flea market" or "garage sale" on the Premises nor store any goods or merchandise on the Property except for Tenant's own business use. Food may not be prepared in the Premises except in small amounts for consumption by Tenant and Tenant's officers and employees. Vending machines or dispensing machines may not be placed in the Premises without Landlord's written approval The Premises may not be used or occupied as sleeping quarters or for lodging purposes.Animals may not be kept in or about the Property. b Tenant shall not obstruct sidewalks, driveways, loading areas, parking areas, corridors, hallways, vestibules, stairs and other similar areas designated for the collective use of tenants, or use such areas for Tenant's storage, temporary or otherwise, or for any purpose other than going to and from the Premises. Tenant shall comply with parking rules and guidelines as may be posted on the Property from time to time c. Tenant shall not make any loud noises, unusual vibrations, unpleasant odors, objectionable or illegal activities on the Property. Tenant shall not permit the operation of any equipment in the Premises that annoys other occupants of the Property. Tenant shall not interfere with the possession of other tenants of the Property. d Tenant may not bring any Flammable, explosive, toxic, noxious, dangerous or hazardous materials onto the Property, except in small quantities as needed in Tenant's business and used, stored, and disposed of in accordance with applicable laws. e. Installation of security systems, telephone, television and other communication cables, fixtures and equipment must comply with Section_ 7.04 of the Lease, except that routine installation and construction of normal communication devices that do not require any holes in the roof or exterior walls of the Property do not require the written approval of Landlord. f. Movement into or out of the building through public entrances, lobbies or corridors that requires use of a hand truck, dolly or pallet jack to carry freight, furniture, office equipment, supplies and other large or heavy material, must be limited to the service entrances and freight elevators only and must be done at limes and in a manner so as not to unduly inconvenience other occupants of the Property. All wheels for such use must have rubber tires and edge guards to prevent damage to the building Tenant shall be responsible for and shall pay all costs to repair damages to the building caused by the movement of materials by Tenant. g Requests by Tenant for building services, maintenance and repair must be made in writing to the office of the building manager designated by Landlord and must be dated. Tenant shall give prompt LANDLORD'S INITIALS _ TENANT'S INITIALS n nnCh+nl IRA 0-r"Tn I CneC + written notice to Landlord of any significant damage to or defects in the Premises or the Property, including plumbing, electrical and mechanical systems, heating, ventilating and air conditioning systems, roofs, windows, doors, foundation and structural components, regardless of whose responsibility it is to repair such damage or defects. h. Tenant shall not change locks or install additional locks on doors without the prior written consent of Landlord. If Tenant changes locks or installs additional locks on the Property, Tenant shalt provide Landlord with a copy of each separate key to each lock upon Landlord's request. Upon termination of Tenant's occupancy of the Premises, Tenant must surrender all keys to the Premises and the Property to Landlord. I. Harmful liquids, toxic wastes, bulky objects, insoluble substances and other materials that may cause clogging, stains or damage to plumbing fixtures or systems must not be placed in the lavatories, water closets, sinks, or drains. Tenant must pay the costs to repair and replace drains, plumbing fixtures and piping that is required because of damage caused by Tenant. j. Tenant shall cooperate with Landlord and other occupants of the Property in keeping the Properly and the Premises neat and clean. Nothing may be swept, thrown or left in the corridors, stairways, elevator shafts, lobbies, loading areas, parking lots or any other common areas on the Property. All trash and debris must be properly placed in receptacles provided therefor. k Landlord may regulate the weight and position of heavy furnishings and equipment on the floor of the Premises, including safes, groups of filing cabinets, machines, and any other Item that may overload the floor. Tenant shall notify Landlord when heavy items are to be taken into or out of the building, and the placement and transportation of heavy items may be done only with the prior written approval of Landlord. 1. No window screens, blinds, draperies, awnings, solar screen films, window ventilators or other materials visible from the exterior of the Premises may be placed in the Premises without Landlord's approval Landlord is entitled to control all lighting that may be visible from the exterior of the building m_ No advertisement, sign, notice, handbill, poster or banner may be exhibited, distributed, painted or affixed on the Property. No directory of tenants is allowed on the Property other than that provided by Landlord n. Tenant agrees to cooperate with and assist Landlord in the prevention of peddling, canvassing and soliciting on the Property. o. Tenant accepts any and all liability for damages and injuries to persons and property resulting from the serving or sales of alcoholic beverages by or on behalf of Tenant on or from the Property. p. Any person entering and leaving the building before and after normal working hours, or building hours if posted by Landlord, whichever applies, may be required to identify himself to security personnel by signing a list and giving the time of day and destination or location of the applicable Premises Normal building business hours are established by Landlord from time to time. 4. Revisions. Landlord reserves the right to revise or rescind any of these Rules and Regulations and to make additional rules that Landlord may determine are necessary from time to time for the safety, protection, comfort and convenience of the tenants and visitors of the Property and for the care, protection and cleanliness of the Property. Revisions and additions will be binding upon the Tenant as if they had been originally prescribed herein when furnished in writing by Landlord to Tenant, provided the additions and revisions apply equally to all tenants occupying the Property and do not impose any substantial cost to Tenant or do not prohibit the use of the Property by Tenant for which it was leased. 5. Enforcement. Any failure or delay by Landlord in enforcing these Rules and Regulations will not prevent Landlord from enforcing these Rules and Regulations in the future. If any of these Rules LANDLORD'S INITIALS _)!�' TENANT'S INITIALS Ann C:P,JnJ IRA°t'"'T^I C ACC ' and Regulations is determined to be unenforceable, it will be severed from this Lease without affecting the remainder of these Rules and Regulations. LANDLORD'S INITIALS TIENANT'S INITIALS v v Annr-KIMiu"0"'rniCnOr- ') NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS@ ADDENDUM "I" TO LEASE INFORMATION ABOUT BROKERAGE SERVICES Address of the Premises: 541 N. Main Street, Fort Worth, TX 76164 Texas law requires all real estate licensees to give the following information about brokerage services to prospective buyers, tenants, sellers and landlords. Before working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents If you are a prospective seller or landlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the property for sale or lease is the owner's agent. A broker who acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer's agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtaining financing without representing you. A broker is obligated by law to treat you honestly. IF THE BROKER REPRESENTS THE OWNER: The broker becomes the owner's agent by entering into an agreement with the owner, usually through a written fisting agreement, or by agreeing to act as a subagent by accepting an offer of subagency from the listing broker. A subagent may work in a different real estate office. A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first The buyer should not tell the owner's agent anything the buyer would not want the owner to know because an owner's agent must disclose to the owner any material information known to the agent IF THE BROKER REPRESENTS THE BUYER: The broker becomes the buyer's agent by entering into an agreement to represent the buyer, usually through a written buyer representation agreement. A buyer's agent can assist the owner but does not represent the owner and must place the interests of the buyer first The owner should not tell a buyer's agent anything the owner would not want the buyer to know because a buyer's agent must disclose to the buyer any material information known to the agent IF THE BROKER ACTS AS AN INTERMEDIARY: A broker may act as an intermediary between the parties if the broker complies with The Texas Real Estate License Act The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who will pay the broker and. in conspicuous bold or underlined print, set forth the broker's obligations as an intermediary The broker is required to treat each party honestly and fairly and to comply with The Texas Real Estate License Act. A broker who acts as an intermediary in a transaction. (1) shall treat all parties honestly. (2) may not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner, (3) may not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the buyer; and (4) may not disclose any confidential information or any information that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so by The Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property. With the parties' consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License Act and associated with the broker to communicate with and carry out instructions of one party and another person who is licensed under that Act and associated with the broker to communicate with and carry out instructions of the other party. LANDLORD'S INITIALS TENANT'S INITIALS . AnnCA l nl ikA 1qr rni EACC + If you choose to have a broker represent you, you should enter into a written agreement with the broker that clearly establishes the broker's obligations and your obligations. The agreement should state how and by whom the broker will be paid You have the right to choose the type of representation, if any, you wish to receive. Your payment of a fee to a broker does not necessarily establish that the broker represents you If you have any questions regarding the duties and responsibilities of the broker, you should resolve those questions before proceeding. The real estate licensee asks that you acknowledge receipt of this information about brokerage services for the licensee's records. Texas Real Estate Brokers and Salespersons are licensed and regulated by the Texas Real Estate Commission (TREC). If you have a question or complaint regarding a real estate licensee, you should contact TREC at A.O. Box 12188, Austin, Texas 7871 1-21 88 or 512-465-3960. t_AND[.ORD'S INITIALS TENANT'S INITIALS Ann6AlnI Ilk "r^Tr$0 CA OE: 11 COWBOY SANTAS LEASE TERMINATION FINANCIAL PROVISIONS CSO 43755 NEGOTIATIONS ON SITE 9.9.2019 TYPE COST NOTES HVAC REPAIRS $ 35,724.00 PER WRITTEN AGREEMENT REAL ESTATE TAXES (PRORATED TO 8/31/2019) $ 8,573.28 PER WRITTEN AGREEMENT SECURITY DEPOSIT RETURN $ (5,000,00) PER WRITTEN AGREEMENT SUBTOTAL $ 39,297.28 PER WRITTEN AGREEMENT HVAC INVOICE PROVIDED 9.9.2019 $ 575.89 ADDITIONAL PER LANDLORD TOTAL DUE TO LANDLORD $ 39,873.17 IFINAL NEGOTIATION