HomeMy WebLinkAboutContract 43755 IT EC�A
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CONTRACT N o
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NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS 0
COMMERCIAL LEASE AGREEMENT
TABLE OF CONTENTS
Article Pica e
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 P rn_perties, LLC
Address: 4729 Washburn Avenue __ ..�__ RECORD
Fort Wort hL TX 76197 firritoints
Telephone: 817-356-�927 Fax: RETARY
Email: • HjTX
1.03 Tenant: City of Fort Worth
Address: 1000 Throckmorton Street
Fort Worth, TX 76102
Telephone: 817-392-5774 _ Fax: 81 7-392-5776
Email: sonia.sin g leton fortworthtexas.g ov.
por) :qj IN
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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
Fort Worth in —__ Tarrant County, Texas.
C. Legal description: The property on which the Premises is situated is described as:
North Fort Worth, Block 9,Lots 19-34 plus N16 213 of 18&31 _
Ci of Forth Worth Tarrant County,Texas
and may be more particularly described on Exhibit"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 feet
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 Janua 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 Addeodurn " ", 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: $ 51000.00 (due upon execution of this Lease). [See Section 3.04]
1.09 Permitted Use: office and Storag ec 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: El Principal Broker, or
[:]Other
1.11 Principal Broker: Jamie White Commercial Real Estate, LLC , is
acting as the agent for Landlord exclusively, unless one of the following boxes is checked, in
which case Principal Broker is acting as: Ej the agent for Tenant exclusively, or Dan
intermediary.
Principal Broker's Address: 307 W. 7"'Street Suite 1900
Fort Worth L TX 76102
Telephone: 817-877-0100 _ Fax:
Email: 'white ftw-cre.com
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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: El the agent for Tenant exclusively, or ❑ an
intermediary.
Cooperating Broker's Address: _
Telephone:
Fax:
Email:
1.13 The Professional Service Fee (the "Fee"y:
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 15.01 B (monthly).
B. The percentages applicable in Section 15.03 in the event of a sale will be �%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
Ej Addendum"D" Percentage Rental and Gross Sales Reports
❑ Addendum "E" Right of First Refusal for Additional Space
❑ Addendum"F" Guaranty
EJ Addendum"G" Construction of Improvements
® Addendum"H" Rules and Regulations
® Addendum"l" 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 Date 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 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 effe 've as of the date of its execution, and no
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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 (11/2) 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 Landlord'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 1.1 0, 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 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 pe ent O%) of the amount of the past due
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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 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 (50) days after the date Tenant surrenders possession of
the Premises Tenant's
ni arnnIRA of rafE 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.
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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., ;
anci (ii) Tenant waives Landlord's ebl*nnfinn tm pmvide T
the PF
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 shallf-af Tenant's exp ense-., e.hfain and
maint--'.. ir•ti S FaRGe 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 maintai., Gr11"1't l _gpe nera1 Hnhilot
in�+ it rind r►rslin.► at Teri i V Q ��(-pen ins ring Tpnnrf will be self-insured against liability arising out of
the use or occupancy of the Premises, . The initial
amOURtS of the insuinan(xe. mu6t be at least !t 1 000 000
r i r 0001 00.0. GeneFal
t
h::�n !t F; Ci 0 Q in 0 0 t hen Tenant must also maintaiR a GOMmeFGial liability umbrella nniony
iR amount to
amounts will be 6ub;ent k )di(; inGFeases as Landlord may Feasenably deteFMine fFGm time to
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s
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Landlord. Tenant shall deliveF a GOP�� Of thim n91iGy OF c;eFt;f;Gate of iRruFaRre to Landlord befeFe the
GammenGement Date and before the e m ion of thin poliny dllrrnn the Term. if TenarA-fiail...
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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 Property 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 eit La lord or Tenant is willing and able to
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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.
5.05 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 fixt s 7adequipment serving the Premises are
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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 will 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 property, 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. Tenant waives the bonafit
of any
. If Landlord fails to meet its obligations under this Section in
I %Ion
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 TENANTS INITIALS
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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 impr ents made by Tenant or any assignee,
LANDLORD'S INITIALS TENANT'S INITIALS
Ir .01
r01knnnFRr.1A1 i I=A.qF Ar,R11=171IMFNIT- Panc% in
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 casualty 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 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.
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 will 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 assi ned or sublet, Landlord may, at Landlord's
� T' I
LANDLORD'S INITIALS TENAN S ITI N ALS
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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
11.01 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;
G. 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 or 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 f dam es due to termination of possession,
LANDLORD'S INITIALS TENANT'S INITIALS
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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 Leases#A..ge#eF with i-rnteresst theFeen
at the Fate of twelve per-G.Oe..R t( a
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: (i) 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.
%OWN n this Lease will be c;enstwed as i ing any chity upon Land!GFd to Felet
the PFe LandleFd will have no duty to mitigate I and!Wd's damage6 ex6ept a6
LANDLORD'S INITIALS TENANT'S INITIALS
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T
"Substitute Tenant"I on aGGOFdanre with the fell Feteria-
andler-d will have no. eo..bl.gatieR to seliepit 9F entertain negetiatiens with any othe
tenant for the Pre until Landler-d ebta:ns full nnrzczession ef the PFemises iRGII'dincl without
T aim of Tenant-
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than the GUFFent fair maFket reRt theo, n.BROVE3is 11 1 Ing cul fOF sinqillaF U....... .., Gompa.Fable buildiRC.I.G. in., t4e
11--A—W It In..and'GFd will na....t be to enter;nte a 'ease with a Subsfitute Tenant whose use would-
tenant efe the Pfr®rnVeFt)�:1
%iia, imu.....patible with other uses of the, Pr-nnarty
(15,11 I-and'Wd will not be aboll;9W.Atued to enteF ;Ato a lease with any PFO,P1n%.F%%zL#re*%cO15 Substitute Tenant that
a
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f
with the proposed Substitute Ten.a R It 1whirah payment lips, of any clarnages OF
.Y be entitled as a Fesult of Tenant's
.7 GWR with enter U
T
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 he leasehold estate under a ground lease of
LANDLORD'S INITIALS TENANT'S INITIALS
r.nKAKAFPrr1A1 I FAgF A('RFFAAF=MT- Pnnp 1a
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
min nd
a
situated 'R OF OR the RFe af Mth this=. n.re.G.Weeds from the sale thereof. Tenant mail not remove
I Jr
6 u G h P FO p e ity INV I%I I %-A 1 1%4 1%0 1%1M %A I I.%.a! all Rent an aFFeaFs and other sums then due tG
Landlord undw M46. [_.ease have bfte.118A nviaid. "'pe.O.R. the e GLIFreMe of a Landler-cl pq;w in add
}
r _ furniture and othor personal p1mpeirty of
time,nGfii,Gne=Afe T-er;ant of the sale will be
time a.nd plac;e of any suGh sale. Unless otherwise sh.,Ayx ka kFAM,I I I
deemed suffiGieRt. if. n,,iVen in the FnanneF b.,ed in this Lease at least te..n. 110 00) cdays before
Any n1ahl'
the sale. I, NOY sale Fnade undeF this AFtiGle will be deemed to have been GenduGted on a
r MR
c;ense.Gutive daur- hefM the date of the sale. Land'OFd or its assigns may purchase At a publio sale nnd
,
unles.s., pn.Fo.h.,bited b.,%a I A 1 A 1 %:34 t :3 pFivate sale. T-hiQ nreoeeds fForn any dicposkien pursuant to th;s MiGle,
less any alnicd all, expenses reP.n..aGtecd with the taki,rig 94, posse6S.I.;e,Ina, hnIdJi,n,gt a.On G1 6-F%e 1119 i In g of If th tno pnl Ir e pff'el Or t
ffran, riQd hy law, andd Tenant shall prempthe nay any defin i en Gies. Landlord is authOFizeedl to file a fin
t
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 attorn 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 TENANTS I N Il IALS
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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. if Tenant fails^tod o WithiR fefn I1n]
cdays aft.%eff awFitten r-eque.St, T enaRt hereb. xmXvFably appoints, Landlord as Tenant's afto fact tG
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 options); (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); (6) 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.
13.04 Tenant's FasnanG;nl rondo-tion With a n ten (101 days afteF a written Fenlies' Unm
not rneFe than two tirne- an 62 1 6n I%.*I
guaFanteF of Tenant. if; addition --*I 1%.Al It shall deliveF to any liender desmanated hit I andleFd any finaRGial
aecWate statement as Gf
and will be used only
foF the
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 enant, or Tenant's agents, employees,
LANDLORD'S INITIALS TENANT'S INITIALS
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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 retum restore the Property t NO th e- the
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 INITIALS4' �
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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 15.0'1 B 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 foot 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 date of execution in the case of a new lease, expansion
or other agreement. The additional Fees will be computed and paid under Section 15.01A or Section
15.0113 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 for 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 1.13E 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 all 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.
Tenant.Wit ed
1A AR joint Liabi s s expa
i i
16.03 within the time spersified in these .., the neu......... ust be Gemmunioated threlinh tl4e
LANDLORD'S INITIALS TENANT'S INITIALS
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3
'T I%.A 0.0 1%.W With Landlord feF any paymiant6
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.
15.05 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
18.01 Disclosure. Landlord and Tenant understand that a real estate broker is not an expert in
matters of law, tax, financing, surveying, hazardous m terials, engineering, construction, safety,
LANDLORD'S INITIALS TENANT'S INITIALS
r..r)AAKAFRr'_IAI 11=AgF Ar PPF=IIAPNT- Panes 1 Q
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.
15.02 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.
15.03 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 Lease must be in writing an ned y all parties.
LANDLORD'S INITIALS TENANT'S INITIALS
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16.48 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;
" ; or (iii) upon deposit in the United States
Mail as required below. Notices may ha transmitttzcl hy Fax to the Fax telephone
AOiGle-on° of this if nny 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. Tenant's
%0 161 %A %05 Immises unless Tenant notifies Landlord in WFffill.n Of a
different addFess te be used for that. pi..Fpese.- 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 JTS 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,Ci of Fort Worth PACSD
Address: _ 4200 South Freeway, Suite 2200
Fort North,Texas 76115
Telephone: 817-392-5774 Fax: 817-392-5776
Email: sonia.singlpton fortworthtexas.gav
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 agreem n to pay Fees.
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16.14 Patriot Act Representation. Landlord and Tenant each represent to the other that (1) its
property interests are not blocked by Executive order No. 13224, 66 Fed. Reg. 49979; (2) it is not a
person listed on the Specially Designated Nationals and Blocked Persons fist 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
AddpLdu --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 shall 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.
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16.17 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 LLC
By[Signature]
Name:
Title:
Date of Execution: �a -
TENANT TENANT
City of Fort Worth
By[Signature]: _ By[Signature]:
Name: Susan I nis Name:
Title: Assistant City Manaa er Title:
Date of Execution: Date of Execution:
PRINCIPAL BROKER COOPERATING BROKER
Jamie White Commercial Real Estate, L C
By [Signature]: By[signature].
Name: Name:
Title: Title:
Address: Address:
Broker's License No.: Broker's License No.:
Tax ID No.: Tax ID No.-
PERMISSION TO RISE: This form is provided for the use of members of the North Texas Commercial Association of
Realtors9, Inc. and members of the North Texas Commercial Association of Real Estate Professionals, Inc. Permission is given
to make limited copies of the current version of'this form for use in a particular Texas real estate transaction. Please contact
the NTCAR office to confirm that you are using the current version of this form. Mass production, or reproduction for resale,
is not allowed without express permission. Any changes to this form must be made in a manner that is obvious. If any words
are deleted, they must be left in the form with a line drawn through them. If changes are made that are not obvious, they
are not enforceable.
APPROVED AS TO FORM AND LEGALITY:
v
Q' �
OF
FICIAL RECORD
t0e�n-n Guzman � R)�
Assistant City Attorney &AV6 oQoa ao�°Oo� CITY SECRETARY
FT9 WORTH,TX¢ATTEST: d Q
� a �
0 1
e, o6 -'� M&C C-26900 Ay
M ry J. Ka er �00°00� 04y Dated: October 2, 2012
City Secr ' -
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NORTH 'TEXAS COMMERCIAL ASSOCIATION OF REALTORS 0
ADDENDUM "A" TO LEASE
EXPENSE REIMBURSEMENT
Address of the Premises: 541 N. Main Street, Fort Worth TX 715164
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);
EJ operating Expenses(defined in Section 4.d. below),
❑ Roof and Structural Maintenance Expenses(defined in Section 4.e. below); and
EJ 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]:
EJ Base Year or Expense Stop Adjustment(defined in Section 5 below);
El Pro Rata Adjustment(defined in Section 5 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 five 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,
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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' fees, 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,
fleshings, 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 one]:
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 Rata
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.
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8. Net Lease Provisions. Notwithstanding anything contained in this Lease to the contrary in
Section 5.02, 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.
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NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS 0
ADDENDUM "C" TO LEASE
BASE RENT PAYMENT SCHEDULE
Address of the Premises: _541 N. Main Street, Fort Worth, TX 78164
[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 Se-ction 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 1,2013 to month _ January 31, 2016 $ 51000.00 ;
Beginning month February 1, 2018 -_ to month _ January 31, 2018_ $ __ 5 500.00 _- ;
Beginning month to month
Beginning month to month _ $ ;
Beginning month to month $ ;
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NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS 0
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 buildings), 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 times 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
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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 shall
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
Property 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.
I. 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
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and Regulations is determined to be unenforceable, it will be severed from this Lease without affecting
the remainder of these Rules and Regulations.
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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
listing 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.
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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 P.O. Box 12188,
Austin, Texas 78711--2188 or 512-465-3950.
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M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTWORTH
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COUNCIL ACTION: Approved on 101212012
DATE: 101212012 REFERENCE NO.: **C-25900 LOG NAME: 8000WBOY SANTAS
LEASE 2012
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Sixty-Four Month Lease Agreement with JTS Properties, LLC, for
Office and Warehouse Space at 541 North Main Street for the Cowboy Santas Toy
Program (ALL COUNCIL DISTRICTS)
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RECOMMENDATION:
It is recommended that the City Council authorize the execution of a sixty-four month Lease
Agreement with JTS Properties, LLC, for the lease of 13,500 square feet of office and warehouse
space located at 541 North Main Street for the Cowboy Santas Toy Program.
DISCUSSION:
The operations warehouse for the Cowboy Santas Toy Program was previously located at 801 Grove
Street. The lease was terminated on July 31, 2012 by Agreement of both parties. Another suitable
site for the warehouse was identified at 541 North Main Street, and Staff recommends the leasing of
the 13,500 square foot building located at the corner of North 5th Street and North Main Street and
across from La Grave Field.
JTS Properties, LLC, the landlord, has agreed to forego four months rent in the amount of$20,400.00
for the necessary build-outs and renovations to be completed by the City of Fort Worth (City).
Funding is included in the Fiscal Year 2013 adopted budget. A year round warehouse and office
space is necessary for storage, distribution and program operations.
The Lease Agreement is for a term of 64 months beginning October 1, 2012 through January 31,
2018 with a base rent of zero dollars from October 1, 2012 to January 31, 2013. From February 1,
2013 to January 31, 20167 the base rent will be in the amount of$5,000.00 per month or in the
amount of$60,000.00 annually. From February 1, 2016 to January 31, 2018, the base rent will be in
the amount of$5,500.00 per month or in the amount of$66,000.00 annually. The City will be
responsible for rent, water, sewer, electricity, property taxes and other utility charges on the property.
In the event that Staff elects to outsource the management and operations of this program to a
nonprofit entity, Staff will ask City Council to approve a sublease to the entity.
For the past 30 years, the Cowboy Santas Toy Program has provided toys, books and games to
children between the ages of birth to twelve years during the holiday season. These children are from
low income families and more than 1 0,000 are served each year.
This program serves ALL COUNCIL DISTRICTS.
FISCAL IN FORMAT IONICERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the General Fund.
http:Ilapps.cfwnet.orglcounc1 l_packetlmc review.asp?ID=173 84&councildate=1 01212012 1 0/12/2012
M&C Review Page 2 of 2
TO Fund/Account/centers FROM Fund/Account/Centers
GG01 537010 0800503 $40,000.00
Submitted for City Manager's office b Susan Alanis (8180)
Ori inating Department Head; Richard Zavala (5704)
Additional Information Contact: Sonia Singleton (5774)
ATTACHMENTS
http://apps.cfwnet.org/council—Packet/mc_review.asp?ID=173 84&councildate=10/2/2012 10/12/2012