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HomeMy WebLinkAboutContract 58325 CSC No. 58325 GROUND LEASE WITH OPTION TO PURCHASE BETWEEN CITY OF FORT WORTH AND 714 MAIN REAL ESTATE HOLDINGS,LLC This GROUND LEASE WITH OPTION TO PURCHASE (hereafter referred to as the "Agreement" or "Lease", as applicable), is made and entered into and effective as of this 31st day of May, 2021 ("Effective Date"), by and between the CITY OF FORT WORTH, a Texas home rule municipal corporation ("Landlord"), and 714 MAIN REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company (hereafter referred to as "Tenant"). WITNESSETH: WHEREAS, Landlord is the owner of real property generally located at 714 Main Street, Fort Worth, Texas 76102, as more specifically described in on Exhibit "A", attached hereto and made apart hereof for all purposes ("Land"); WHEREAS, in connection with economic incentives set forth in that certain Economic Development Program Agreement between Landlord and Tenant dated June 4, 2019, as amended (collectively, the "380 Agreement"), providing for a program of incentives in exchange for Tenant completing certain improvements which will promote local economic development and stimulate business and commercial activity within the City of Fort Worth; WHEREAS, Tenant has or has caused to be constructed on the Land (i) a hotel with, among other things, 220 Guest Rooms (as defined in the 380 Agreement) and 10,000 square feet of combined meeting space (which include ballroom, conference room or board room space as well as rooftop banquet space), and (ii) a full-service restaurant of at least 3,100 square feet (collectively,the "Improvements"); WHEREAS, to support the fulfillment of the 380 Agreement, a ground lease under the terms and conditions set forth herein is necessary to provide for the completion of the construction of the Improvements and to provide for the conveyance of the Land to Tenant; NOW THEREFORE, in consideration of the terms and conditions set forth herein, for the rents to be paid and other good and valuable consideration, Landlord and Tenant covenant and agree as follows: I. Leased Premises 1.1 Lease. Landlord hereby leases, lets and demises to Tenant the Land (the "Leased Premises"). OFFICIAL RECORD Ground Lease and Option to Purchase CITY SECRETARY CFW and Tenant Page 1 of 33 FT.WORTH, TX 152261244.2 II. Lease Term 2.1 The initial term of this Agreement (the "Initial Term") shall begin on the Effective Date and end on the earlier to occur of (i) the conveyance of the Leased Premises by Landlord to Tenant as set forth in Article XVI, (ii) ninety-nine (99)years following the Effective Date, or (iii) a termination pursuant to the terms herein. Landlord will tender possession of the Leased Premises to Tenant not later than the Effective Date. III. Rent 3.1 Rent. For the use and occupancy of the Leased Premises herein granted, Tenant contracts to pay to Landlord, throughout the Term of this Agreement, a rental (collectively, the "Rent") for the Leased Premises. Rent shall be paid annually in advance, due each year on or before the anniversary of the Effective Date. The annual amount of Rent for the Option Period (as hereinafter defined) shall be $63,346.50. Upon the anniversary of the Effective Date following the expiration of the Option Period, and thereafter at five (5)year intervals, the amount of Rent may, at Landlord's sole option, be adjusted in accordance with the Consumer Price Index for all Urban Consumers, published by the Bureau of Labor Statistics of the United States Department of Labor for Dallas-Fort Worth, Texas, All Items (1982-84=100) (the "Consumer Price Index"), or any successor index thereto as hereinafter provided. If publication of the Consumer Price Index is discontinued, or if the basis of calculating the Consumer Price Index is materially changed, then Landlord will substitute for the Consumer Price Index comparable statistics as computed by an agency of the United States Government or, if none, by a substantial and responsible periodical or publication of recognized authority most closely approximating the result which would have been achieved by the Consumer Price Index. The adjustment will be determined by multiplying the dollar amount to be adjusted by a fraction,the numerator of which is the level of the Consumer Price Index for the current calendar year (i.e., the calendar year preceding the adjustment year) (the "Current Index Number"), and the denominator of which is the level of the Consumer Price Index for the calendar year in which the effective date of this Lease occurs (the "Base Number Index"). Landlord acknowledges and agrees that Landlord is bound by the 380 Agreement to make Lease-Based Grants (as defined in the 380 Agreement) to Tenant in accordance with the terms thereof, which as of the effective date of this Ground Lease and subject to change only through agreement of the parties to the 380 Agreement, states that the Lease-Based Grants will be equal to the amount of the annual rental paid in the same calendar year to the City of Fort Worth by Developer (as defined in the 380 Agreement) less One Hundred Dollars ($100.00), subject to default provisions or early termination as set forth in the 380 Agreement. Without limiting the rights of the parties set forth herein, the parties agree that the intent of the parties as of the Effective Date hereof is for the Lease-Based Grants to reimburse Tenant for all rent for the first ten years of the Term, at which time either the Option to Purchase or the Put Option, each as described more fully herein, shall be exercised by the Tenant or Landlord,respectively. 3.2 Special Option Consideration. Within five (5) days following the Effective Date, Tenant agrees to pay to Landlord the sum of$100.00 as consideration for the Option set forth in this Agreement. Ground Lease and Put/Purchase Option CFW and Tenant Page 2 of 33 IV. Use And Occupancy of Leased Premises 4.1 Permitted Uses. Tenant agrees that it shall use and occupy the Leased Premises solely for the purposes of marketing, leasing, occupying and operating the Improvements, pursuant to the terms and conditions of this Agreement ("Permitted Use"). The Permitted Use also include purposes related and incidental to the Improvements (including, without limitation, the operation of bar(s), gift shops, coffee shops, meeting facilities, catering services, fitness and spa facilities and other supporting facilities commensurate with a full-service, convention- oriented hotel), so long as the primary use of the Leased Premises is the Hotel. Tenant shall not use the Leased Premises for any purpose other than expressly set forth in this Section 3.3 unless Tenant has received Landlord's prior written consent. 4.2 Prohibited Uses. Tenant shall not use nor permit the use of the Leased Premises for any other or additional purpose that is not, during the Term of this Agreement, a Permitted Use,without first obtaining the prior written consent of Landlord,which consent may be granted, withheld, conditioned or delayed in Landlord's sole and absolute discretion. Tenant acknowledges that the use of the Leased Premises is subject to all statutes, laws, treaties, rules, codes, ordinances, regulations, permits, interpretations, certificates or orders of any governmental entity, or any judgments, decisions, decrees, injunctions, writs, orders or like actions of any court, arbitrator, or other Federal, State, or local governmental entity (hereafter the "Governmental Rules") at any time applicable to the Leased Premises and improvements thereon and that nothing in this Article IV or elsewhere in this Agreement shall constitute or be deemed to constitute a waiver by Landlord of the performance of its governmental functions or of any such Governmental Rules or of the duty of Tenant to comply with such Governmental Rules. Tenant will comply with the provisions of Article XIII with respect to Hazardous Materials. V. Improvements and Alterations 5.1 Ownership of Improvements and Alterations. Title to all buildings and permanent improvements and alterations, including fixtures, constructed or installed on the Leased Premises during the term of this Agreement will be the property of Tenant and will remain the property of the Tenant after the termination or expiration of this Lease. 5.2 Alterations. Tenant shall not perform any alterations to the Improvements or on the Leased Premises that do not substantially conform to the improvements in the 380 Agreement as the "Hotel" without first obtaining Landlord's written approval. For any alterations performed pursuant to this Agreement,the parties agree as follows: (a) Tenant may make such non-structural alterations, repairs or improvements to the Leased Premises, in a good and workmanlike manner, which do not exceed $5,000,000.00 in value and which are performed in conformity with all laws, ordinances and regulations of public authorities having jurisdiction over the Leased Premises, without Landlord's prior consent. The approval by Landlord of any plans or specifications shall not constitute approval of the architectural or engineering design, and Landlord, by approving the plans and specifications, Ground Lease and Put/Purchase Option CFW and Tenant Page 3 of 33 assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications. (b) Landlord shall assist Tenant, in its capacity as landlord and property owner, with obtaining necessary permits for the alterations, provided that this Agreement shall not constitute a waiver or alteration of the City of Fort Worth's processes and requirements for permits as the permitting authority. (c) As soon as practicable following the completion of the alterations, Tenant shall supply Landlord with: (1) comprehensive sets of documentation relative to the alterations, including, at a minimum, as-built drawings. As-built drawings shall be new drawings or redline changes to drawings previously provided to Landlord; (2) textual documentation in computer format as requested by Landlord; (3) full lien releases for all contractors, subcontractors, and suppliers for the alterations; and (4) copies of all permits and warranties for the alterations. Tenant shall diligently and without unreasonable delay perform the work necessary to reach substantial and physical completion of the Improvements. 5.3 Maintenance of Leased Premises and Improvements. Tenant, at its sole cost and expense, shall keep and maintain the Leased Premises and the Improvements thereon, including the interior and exterior, structural and non-structural portions of the Improvements, in good repair and in compliance with all applicable laws, regulations, orders and other governmental requirements applicable to the Leased Premises from time to time. Landlord has no maintenance and repair obligations under this Lease. 5.4 Compliance with Regulatory Requirements. Tenant agrees that all improvements and alterations on or to the Leased Premises shall be constructed in accordance with the Governmental Rules. Tenant shall, at its sole cost and expense, procure or cause to be procured all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper construction, use, occupation, operation, and management of the Leased Premises. 5.5 Taxes and Other Charges. It is understood and agreed that this Agreement is a net lease, and that Rent and all other amounts due hereunder will be paid by Tenant on an absolutely net basis. Tenant shall be responsible for the payment of all utilities, insurance, and other operating and capital expenses associated with the possession, maintenance, use, alteration, repair, rebuilding, ownership and operation of the Leased Premises. Without limiting the generality of the foregoing, Tenant shall pay and discharge, prior to the delinquency thereof, all lawful assessments, ad valorem taxes, sales taxes, business and occupation taxes, occupation license taxes, water charges, or sewage disposal charges, and all other governmental taxes, impositions, and charges of every kind and nature, and all applicable interest and penalties, if any, which at any time during the Term becomes due and payable by Tenant because of its Ground Lease and Put/Purchase Option CFW and Tenant Page 4 of 33 rights or obligations under this Lease and which is lawfully levied, assessed or imposed on Tenant, the Leased Premises or the Improvements under or by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise (collectively, "Taxes") imposed on the Leased Premises and the Improvements and Tenant's use and occupancy of the Leased Premises and the Improvements or against personal property, furniture, or fixtures placed or situated in or on the Leased Premises during the Term. Tenant, upon written notice to Landlord, may contest in good faith any Taxes (other than water charges or sewage disposal charges), and in such event may permit such Taxes (other than water charges or sewage disposal charges) to remain unsatisfied during the period of such contest and any appeal. 5.6 Liens and Encumbrances. Tenant covenants and agrees that it will not create or suffer to be created any lien, encumbrance, or charge upon the Leased Premises or Tenant's interest in this Lease, except for mortgages and assessments permitted under Article IX, and any other encumbrance expressly permitted under this Lease or the 380 Agreement or which is necessary in order for Tenant to exercise its rights or perform its obligations under this Lease or the 380 Agreement. Tenant shall satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, within sixty (60) days after the same occurs, all claims and demands for labor, materials, supplies or other items which, if not satisfied, might by law become a lien upon the Leased Premises or any part thereof. If any such lien is filed or asserted against Tenant or the Leased Premises by reason of work, labor, services or materials supplied or claimed to have been supplied on or to Tenant or the Leased Premises at the request or with the permission of Tenant or of anyone claiming under it, Tenant shall, within sixty (60) days after it receives notice of the filing thereof or the assertion thereof against the Leased Premises, cause the same to be discharged of record, or effectively prevent the enforcement or foreclosure thereof, by contest,payment, deposit, bond, order of court, or otherwise. Tenant hereby agrees to indemnify Landlord for, from, and against any damages that Landlord may suffer or any liability imposed upon Landlord for any such claims, demands, or liens as set forth in this Section 5.6. 5.7 Construction Requirements. The following requirements shall apply to all construction on the Leased Premises: (a) Tenant shall include in all Tenant general construction contracts for Improvements the following provisions: (1) CONTRACTOR DOES HEREBY CONTRACT TO WAIVE ALL CLAIMS, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD AND ALL OF ITS OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES, IN BOTH THEIR PUBLIC AND PRIVATE CAPACITIES, FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR CAUSES OF ACTION INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT, COURT COSTS AND ATTORNEY FEES WHICH MAY ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR FOR LOSS OF, DAMAGE TO, OR LOSS OF USE OF ANY PROPERTY OCCASIONED BY ERROR, OMISSION OR Ground Lease and Put/Purchase Option CFW and Tenant Page 5 of 33 NEGLIGENT ACT OF CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES OR ANY OTHER PERSONS, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT, AND CONTRACTOR WILL AT ITS OWN COST AND EXPENSE DEFEND AND PROTECT LANDLORD FROM ANY AND ALL SUCH CLAIMS AND DEMANDS. (2) CONTRACTOR DOES HEREBY CONTRACT TO WAIVE ALL CLAIMS, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD AND ALL OF ITS OFFICIALS, OFFICERS,AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR CAUSES OF ACTION, AND LIABILITY OF EVERY HIND INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT, COURT COSTS AND ATTORNEYS' FEES FOR INJURY OR DEATH OF ANY PERSON OR FOR LOSS OF, DAMAGES TO, OR LOSS OF USE OF ANY PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT. SUCH INDEMNITY SHALL APPLY WHETHER THE CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR CAUSES OF ACTION ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF LANDLORD, ITS OFFICERS, OFFICIALS, AGENTS OR EMPLOYEES; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SUCH INDEMNITY APPLY TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, ITS OFFICERS, OFFICIALS, AGENTS OR EMPLOYEES. IT IS THE EXPRESS INTENTION OF THE PARTIES THERETO THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY CONTRACTOR TO INDEMNIFY AND PROTECT LANDLORD FROM THE CONSEQUENCES OF LANDLORD OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS A SOLE OR CONCURRING CAUSE OF THE INJURY,DEATH OR DAMAGE. (3) In any and all claims against any party indemnified hereunder by any employee of the contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation herein provided shall not be limited in any way by any limitation on the amount or for the contractor or any subcontractor under workers' compensation or other employee benefit acts. (b) Tenant agrees that all work to be performed by it or its contractor on the Leased Premises, including all workmanship and materials, shall be of first-class quality, and such work shall be subject to inspection during the performance thereof and after it is completed. Tenant shall assume the risk of loss or damage to all such work prior to the completion thereof. Tenant shall repair or replace any such loss or damage without cost to Landlord. (c) Tenant shall deliver within five (5) business days of a request from Landlord, written progress reports of the work performed and shall at all times during the term of this Agreement keep construction reports and drawings current showing any changes or modifications made in or to the improvements constructed on the Leased Premises. Ground Lease and Put/Purchase Option CFW and Tenant Page 6 of 33 (d) Nothing in this Agreement shall be construed as an agreement by Landlord to waive any lien Landlord may have, constitutional, statutory or contractual, upon any leasehold improvements on the Land. VL Acceptance, Care, Maintenance and Repair 6.1 As-Is, No Warranties. Tenant accepts the Leased Premises in their "as is" condition. Landlord has not made and does not make and specifically disclaims any representations, guarantees, promises, covenants, agreements, or warranties of any kind or character whatsoever unless otherwise provided for herein, whether express or implied, oral or written, past, present or future of, as to, concerning or with respect to the nature, quality or condition of the Leased Premises, the income to be derived, the suitability of the Leased Premises for uses allowed under this Agreement, or merchantability or fitness for a particular purpose. 6.2 No Landlord Obligation. Landlord shall not be required to maintain nor to make any improvements, repairs or restorations upon or to the improvements located thereon. Landlord shall never have any obligation to repair, maintain or restore, during the term of this Agreement, any improvements on the Leased Premises. 6.3 Tenant Obligation. Tenant, without limiting the generality hereof, shall keep at all times, in a clean and orderly condition and appearance, the Leased Premises and Improvements, and all of Tenant's fixtures, equipment, and personal property that are located on any part of the Leased Premises and Improvements. Tenant shall repair any damage to the Leased Premises. 6.4 Tenant Warranties. Tenant represents and warrants to Landlord as follows: (i) Tenant does not intend to, and will not, use the Leased Premises for any purpose other than that set forth in Section 4.1; and (ii) Tenant has undertaken and has reasonably and diligently completed all appropriate investigations regarding the suitability of the Leased Premises for Tenant's intended use. Tenant acknowledges and agrees that Landlord has no obligation with respect to completion of the Improvements. VII. Inspections by Landlord 7.1 in a manner so as to not unreasonably interfere with the development of the Improvements, Landlord or its authorized agents may enter upon the Leased Premises, for any purpose connected with the performance of Landlord's or Tenant's obligations hereunder, in order to inspect the performance of Tenant's obligations under this Agreement, or to inspect safety compliance or in order to determine compliance with all Governmental Rules. In case of an emergency or if necessary to ensure the health, safety and welfare of the public, Landlord may enter upon the Leased Premises at any time and without notice. This shall not constitute a waiver by Landlord of the performance of its governmental functions and Tenant agrees that in Ground Lease and Put/Purchase Option CFW and Tenant Page 7 of 33 the performance of its governmental functions, Landlord representatives may enter onto the Leased Premises at any time. VIIL Subletting and Assignments 8.1 Except as provided in Article IX, Tenant may not assign, transfer, sublet, or convey, or otherwise dispose of this Lease or the rights, title, or interest in or to the same or any part thereof without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant, at Tenant's sole cost and expense, may sublet space in the Improvements to tenants subject to the provisions of this Agreement. Any and all subletting shall be subordinate to this Agreement and Tenant agrees, after written notice from Landlord, to resolve any issues arising from subtenants' failure to comply with the applicable provisions of this Agreement. If this Lease is assigned, such assignment shall be subject to City Council approval and shall be upon and subject to all of the terms, covenants, and conditions contained in this Lease. Within thirty (30) days after the execution and delivery of any such assignment, Tenant shall furnish to Landlord a duplicate original of the assignment, which shall contain an assumption by the assignee of all of the obligations of Tenant under this Lease. Any assignment prohibited hereby shall be void. IX. Leasehold Mortgages & PACE Assessment 9.1 Leasehold Mortgage & PACE Assessment. Tenant will be entitled, at any time and from time to time, without Landlord's consent, and on terms and conditions determined by Tenant to be appropriate, to mortgage, pledge, grant deed(s) of trust, or otherwise encumber all or any portion of the leasehold estate created hereby and all or any portion of the right, title, and interest of Tenant under this Agreement(including Tenant's interest in the Improvements), and to assign, hypothecate, or pledge it as security for the payment of any debt to any holder of a promissory note or other evidence of indebtedness (such notes, mortgages, deeds of trust, and other documents evidencing and securing such loans hereinafter referred to as a "Leasehold Mortgage" and a holder of a Leasehold Mortgage as a "Leasehold Mortgagee"), all of which shall be subordinate to Landlord's interest under this Agreement. In addition to the Leasehold Mortgage, Tenant will be entitled, at any time and from time to time,without Landlord's consent, and on terms and conditions determined by Tenant to be appropriate, to approve, grant, or otherwise encumber all or any portion of the leasehold estate created hereby and Tenant's interest in the Improvements, with an assessment (the "PACE Assessment") pursuant to The Property Assessed Clean Energy Act, Texas Local Government Code Chapter 399 ("PACE Act"). Except for a PACE Assessment granted by Tenant pursuant to the PACE Act on or prior to the date of this Lease, Tenant shall not encumber the fee estate, and there shall be no joinder of the fee under any mortgage for the Improvements. 9.2 Notice. After the execution and recordation of any Leasehold Mortgage or PACE Assessment, Tenant or the lender under the Pace Assessment(the "PACE Capital Provider") or Leasehold Mortgagee, as the case may be, must notify Landlord in writing that a Leasehold Mortgage or PACE Assessment has been given, as the case may be, and executed by Tenant and must furnish Landlord with the address to which copies of notices should be mailed. Landlord Ground Lease and Put/Purchase Option CFW and Tenant Page 8 of 33 agrees that it will thereafter give to the Leasehold Mortgagee and or the PACE Capital Provider at the address so given, duplicate copies of any and all notices in writing that Landlord may from time to time give or serve upon Tenant under and pursuant to the terms and provisions of this Agreement. 9.3 Default Procedures. Landlord agrees that upon the occurrence of any event of default under the Leasehold Mortgage, Leasehold Mortgagee or the PACE Capital Provider may (but shall not be obligated) to assume, or cause a new lessee or purchaser of the leasehold estate created hereby to assume, all the interests, rights, and obligations of Tenant thereafter arising under this Agreement; provided, however, that any new lessee or purchaser of the leasehold estate is approved by Landlord's City Council, and that any defaults by Tenant must be cured pursuant to this Agreement as herein provided. Landlord hereby agrees to provide notice of any default by Tenant under this Agreement to each Leasehold Mortgagee and PACE Capital Provider whose name and address has been provided to it and is designated as Leasehold Mortgagee or PACE Capital Provider pursuant to this Article IX. In the event of any default by Tenant (after exhaustion of the cure periods provided in Article XVII below), Landlord shall refrain from exercising any remedy with respect to such default unless and until (i) with respect to any default concerning the obligation to pay Rent, Landlord shall give a further written notice thereof to Leasehold Mortgagee and PACE Capital Provider and such default remains uncured at the expiration of ten (10) days after each of Leasehold Mortgagee's and PACE Capital Provider's receipt of Landlord's written notice of such default; and (ii) with respect to any other default, Landlord shall give a further written notice thereof to Leasehold Mortgagee and PACE Capital Provider and such default remains uncured at the expiration of thirty (30) days after each of Leasehold Mortgagee's and PACE Capital Provider's receipt of Landlord's written notice of such default; provided, however, that if such non-monetary default cannot with diligent efforts be cured within thirty (30) days, Leasehold Mortgagee shall have additional time to cure so long as Leasehold Mortgagee commences action to remedy such failure promptly following such notice and diligently prosecutes such action in good faith. Landlord agrees to accept performance by Leasehold Mortgagee of any covenant, condition or agreement on Tenant's part to be performed under this Agreement (whether prior to or after any default by Tenant) with the same force and effect as though performed by Tenant. It is understood that Leasehold Mortgagee is not obligated to cure defaults by Tenant under Section 17.1 of this Agreement. 9.4 New Ground Lease. Upon termination of this Agreement for any reason other than expiration of the Term, Leasehold Mortgagee shall have the exclusive right and option, exercisable by delivery of notice to Landlord within fifteen (15) days following receipt by Leasehold Mortgagee of notice from Landlord of the termination hereof, to elect to receive, in its own name or an affiliate, from Landlord a new lease (the "New Ground Lease") for the Leased Premises for the unexpired balance of the term, provided, however, that such New Ground Lease is approved by Landlord's City Council and must include a PACE Assessment in an amount and on the same terms as recorded against the Leased Premises and/or the Improvements. The New Ground Lease will be on the same terms and conditions as herein provided and executed to be effective as of the date of termination of this Agreement by Leasehold Mortgagee and Landlord within thirty (30) days of receipt by Leasehold Mortgagee of such notice from Landlord of the termination hereof, provided, however, that in such event, Leasehold Mortgagee shall be entitled Ground Lease and Put/Purchase Option CFW and Tenant Page 9 of 33 to receive such a New Lease only if Leasehold Mortgagee shall cure any defaults by Tenant hereunder prior to execution of such New Lease. After any termination of this Agreement after which Leasehold Mortgagee has the right to obtain a New Ground Lease as provided in this Section 9.4, for so long as Leasehold Mortgagee has such right, Landlord shall not terminate any subleases or the rights of any sublessee except in the case of a default under any such sublease. 9.5 Limit on Leasehold Mortgagee's Liability_. After acquiring Tenant's rights by foreclosure or transfer in lieu of foreclosure, Leasehold Mortgagee shall, subject to the provisions of this Article IX, be liable to perform Tenant's obligations under this Agreement only until Leasehold Mortgagee transfers or assigns the leasehold estate to a person which expressly assumes the obligations of Tenant under this Agreement, and such liability of Leasehold Mortgagee shall terminate upon such transfer or assignment for obligations first accruing from and after the date of such transfer or assignment. No holder of a Leasehold Mortgage shall acquire greater rights or interest than Tenant has under this Agreement. 9.6 No Voluntary Cancellation. No voluntary cancellation, termination, surrender, amendment or modification of this Agreement by Tenant shall bind any Leasehold Mortgagee if done without the prior written consent of such Leasehold Mortgagee, which consent shall not be unreasonably withheld with respect to an amendment or modification of this Agreement. 9.7 Damage or Destruction. If the cost to restore Improvements exceeds the available insurance proceeds, Tenant, Leasehold Mortgagee and Landlord (subject to necessary City Council approvals) agree to use good faith efforts to arrive at a mutually agreeable solution to addressing this additional cost; provided, however, no such good faith efforts shall negate or diminish Tenant's obligations and liability to Landlord and Leasehold Mortgagee. 9.8 Amendment or Modification. This Agreement may not be modified or amended without the prior written consent of the Leasehold Mortgagee. X. Damage or Destruction 10.1 In the event of damage or destruction during the Term to any of the improvements upon the Leased Premises, Tenant shall have the obligation to utilize insurance proceeds as and when available to rebuild or repair the improvements unless otherwise agreed by Landlord. Landlord shall have no obligation to repair or rebuild any improvements or any fixtures, equipment or other personal property installed by Tenant; however,upon the failure of Tenant to repair or rebuild as required by this Agreement, Landlord may either (i) terminate this Agreement, subject to any rights of the Leasehold Mortgagee, or (ii), as agent of Tenant, repair or rebuild such damage or destruction at the expense of Tenant, and such expense shall be due and payable on demand. Ground Lease and Put/Purchase Option CFW and Tenant Page 10 of 33 10.2 Upon completion of all repair or rebuilding work as a result of damage or destruction, Tenant shall certify by a responsible officer or authorized representative that such rebuilding and repairs have been completed. Nothing herein contained shall be deemed to release Tenant from any of its repair, maintenance, or rebuilding obligations under this Agreement. 10.3 In no event shall Tenant be obligated to provide improvements, equipment, and fixtures in excess of those existing prior to such damage or destruction or as required by City Code, whichever is greater. Tenant agrees that it will promptly seek to adjust any insurance claims and thereafter will promptly commence such work and proceed to completion with due diligence. 10.4 Tenant shall not be entitled to any abatement, allowance, reduction, or suspension of the rent payments as a result of or in connection with the partial or total destruction of the improvements on the Leased Premises. No such damage or destruction shall affect in any way the obligation of Tenant to pay Rent and any other charges contained herein. XI. Insurance and Bonds 11.1 Tenant's Insurance. Tenant represents that it currently has in effect, and Tenant further covenants that it shall maintain in effect at all times during the full Term of this Lease, insurance coverages with limits not less than those set forth below with insurers licensed to do business in the State of Texas and reasonably acceptable to Landlord and under forms of policies reasonably satisfactory to Landlord. Tenant shall maintain such insurance coverages at its sole cost and expense. Landlord shall be under no obligation to maintain any such insurance coverage should Tenant be found to be in default under this Article XI. None of the requirements contained herein as to types, limits or Landlord's approval of insurance coverage to be maintained by Tenant are intended to and none shall in any manner limit, qualify or quantify the liabilities and obligations assumed by Tenant under this Lease or otherwise provided by law. 11.1.1. Schedule of Insurance Coverages. COVERAGE MINIMUM AMOUNTS AND LIMITS Workers' Compensation. Workers' Compensation, Employers' Liability, or alternative work-place injury or non- subscription plan as may be permitted under applicable law Statutory Limits: $100,000 This policy shall include a waiver of subrogation in favor of the Indemnitees. Ground Lease and Put/Purchase Option CFW and Tenant Page 11 of 33 Commercial General Liability. Bodily Injury/Property Damage (Occurrence Basis): $1,000,000 each occurrence or equivalent; subject to a$2,000,000 aggregate Such commercial general liability policy shall be on an occurrence form reasonably acceptable to Landlord, endorsed to include the Indemnitees as additional insureds, contain cross-liability and severability of interest endorsements, state that this insurance is primary insurance as regards any other insurance carried by any Indemnitee, and shall include the following coverages: (a) Leased Premises/Operations; (b) Independent Contractors; (c) Broad Form Contractual Liability specifically in support of, but not limited to, the Indemnification section of this Lease; and (d) Personal Injury Liability with the employee and contractual exclusions removed. Comprehensive Automobile Liability. Bodily Injury/Property Damage: $1,000,000 combined single limit of liability This policy shall be on a standard form written to cover all owned, hired and non-owned automobiles. Garagekeeper's Liability. Physical Damage to Parked Vehicles: $100,000 combined single limit each occurrence This policy shall be endorsed to include the Indemnitees as additional insureds and include a waiver of subroeation in favor of the Indemnitees. Umbrella Excess Liability Insurance. Bodily Injury/Property Damage (Occurrence Basis): $10,000,000 per occurrence, $10,000,000 aggregate This policy shall be written on a following form umbrella excess basis above the coverages described in Sections 11.1.1.2, 11.1.1.3, and 11.1.1.4 above and shall include the Indemnitees as additional insureds. Ground Lease and Put/Purchase Option CFW and Tenant Page 12 of 33 Property Insurance. Such property insurance as Tenant, in its sole discretion, deems appropriate. 11.2 Bonds. Prior to the commencement of any alterations on the Leased Premises, Tenant shall provide a performance bond and payment bond, or alternative security as approved by Landlord in Landlord's sole discretion, to Landlord in the full amount of the cost of all the improvements and work to be performed on the Leased Premises. Each bond will be approved as to form, substance and surety by Landlord. 11.3 TENANT HEREBY RELEASES, AND SHALL CAUSE ITS CONTRACTORS AND THEIR SUBCONTRACTORS TO RELEASE, THE INDEMNITEES (AS DEFINED IN SECTION 12.1) FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION WHATSOEVER THAT TENANT, ITS CONTRACTORS, AND THEIR SUBCONTRACTORS MIGHT OTHERWISE POSSESS RESULTING IN OR FROM OR IN ANY WAY CONNECTED WITH ANY LOSS COVERED OR WHICH SHOULD HAVE BEEN COVERED BY INSURANCE,INCLUDING THE DEDUCTIBLE PORTION THEREOF, MAINTAINED OR REQUIRED TO BE MAINTAINED BY TENANT, ITS CONTRACTORS OR SUBCONTRACTORS PURSUANT TO THIS AGREEMENT, EVEN IF SUCH CLAIMS OR CAUSES OF ACTION ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY INDEMNITEE. THE FOREGOING WAIVER, HOWEVER, WILL NOT APPLY TO ANY CLAIMS OR CAUSES OF ACTION WHICH ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. 11.4 Survival; Right to Enforce. The provisions of Article XI shall survive the termination of this Agreement. In the event that Tenant shall fail to maintain full insurance coverage required by this Agreement and such failure continues for thirty (30) days after Tenant's receipt of written notice from Landlord, Landlord may (but shall be under no obligation to) take out the required policies of insurance, pay the required premiums or otherwise comply with the covenants set forth in this Article XI. All amounts advanced by Landlord in payment of the required premiums for such insurance or otherwise to comply with the covenants set forth in this Article XI shall be paid by Tenant to Landlord, together with interest thereon at the prime rate of interest charged its commercial customers from time to time by Chase Bank-Fort Worth. XII. Liabilities and Indemnities 12.1 Indemnity. TENANT SHALL INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS LANDLORD, LANDLORD'S OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, AND COUNCIL MEMBERS (COLLECTIVELY, THE "INDEMNITEE" OR "INDEMNITEES") FOR, FROM, AND AGAINST ANY AND ALL DAMAGES, LOSSES, LIABILITIES (JOINT OR SEVERAL), PAYMENTS, OBLIGATIONS, PENALTIES, CLAIMS, LITIGATION, DEMANDS, DEFENSES, JUDGMENTS, SUITS, PROCEEDINGS, COSTS, DISBURSEMENTS, OR EXPENSES (INCLUDING, WITHOUT LIMITATION, FEES, DISBURSEMENTS AND REASONABLE EXPENSES OF ATTORNEYS, ACCOUNTANTS, AND OTHER Ground Lease and Put/Purchase Option CFW and Tenant Page 13 of 33 PROFESSIONAL ADVISORS AND OF EXPERT WITNESSES AND COSTS OF INVESTIGATION AND PREPARATION) OF ANY HIND OR NATURE WHATSOEVER (COLLECTIVELY, THE "DAMAGES"), DIRECTLY OR INDIRECTLY RESULTING FROM,RELATING TO OR ARISING OUT OF: (a) THE DESIGN, INSTALLATION, CONSTRUCTION, DEVELOPMENT, MAINTENANCE, OPERATION, USE, OCCUPANCY, OR OWNERSHIP OF THE IMPROVEMENTS, INCLUDING, WITHOUT LIMITATION ANY DAMAGES WITH RESPECT TO CONTRACTS OR ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE OR DEATH, TO PERSONAL INJURY, OR TO INJURY OR DESTRUCTION OF PROPERTY,INCLUDING LOSS OF USE RESULTING THEREFROM; (b) THE USE OR OCCUPANCY OF THE LEASED PREMISES, INCLUDING, WITHOUT LIMITATION ANY DAMAGES WITH RESPECT TO CONTRACTS OR ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE OR DEATH, TO PERSONAL INJURY, OR TO INJURY OR DESTRUCTION OF PROPERTY, INCLUDING LOSS OF USE RESULTING THEREFROM; (c) THE FORMATION, ORGANIZATION, AND OPERATION OF TENANT, OR ANY SUBSIDIARIES OF TENANT; (d) ANY BREACH OF OR INACCURACY IN ANY REPRESENTATION OR WARRANTY MADE OR GIVEN BY TENANT OR ANY OF ITS AGENTS, OFFICERS, OR EMPLOYEES CONTAINED IN THIS AGREEMENT; OR (e) ANY BREACH OR NON-PERFORMANCE, PARTIAL OR TOTAL,BY TENANT OF ANY COVENANT OR AGREEMENT OF TENANT CONTAINED IN THIS AGREEMENT. 12.2 Negligence of Indemnitee. THIS INDEMNIFICATION REMAINS IN FULL FORCE AND EFFECT EVEN IF ANY CLAIM DIRECTLY OR INDIRECTLY RESULTS FROM, ARISES OUT OF, OR RELATES TO OR IS ASSERTED TO HAVE RESULTED FROM, ARISEN OUT OF, OR RELATED TO THE SOLE NEGLIGENCE OR CONCURRENT NEGLIGENCE OF AN INDEMNITEE. THE ONLY CIRCUMSTANCES UNDER WHICH THIS INDEMNITY SHALL NOT APPLY SHALL BE IN CONNECTION WITH LIABILITIES ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE. 12.3 Survival; Right to Enforce. The provisions of this Article XII shall survive the termination of this Agreement. In the event of failure by Tenant to observe the covenants, conditions and agreements contained in this Article XII, any Indemnitee may take any action at law or in equity to collect amounts then due and thereafter to become due, or to enforce performance and observance of any obligation agreement or covenant of Tenant under this Article XII. The obligations of Tenant under this Article XII shall not be affected by any Ground Lease and Put/Purchase Option CFW and Tenant Page 14 of 33 assignment or other transfer by Landlord of its rights,titles or interests under this Agreement and will continue to inure to the benefit of the Indemnitees after any such transfer. The provisions of this Article XII shall be cumulative with and in addition to any other agreement by Tenant to indemnify any Indemnitee. XIII. Environmental and Hazardous Materials 13.1 For purposes of this Agreement, the following terms shall have the following meanings: (1) "Hazardous Materials" shall mean (i) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers, or other equipment that contains dielectric fluid containing polychlorinated biphenyls in violation of Environmental Law, and radon gas; (ii) any chemicals or substances now or hereafter defined as or included in the definition of"hazardous materials", `hazardous wastes", "extremely hazardous wastes", "restricted hazardous wastes", "toxic substances", "toxic pollutants", "contaminants" or "pollutants", or words of similar import, under any applicable Environmental Law; and (iii) any other chemical, material, or substance, exposure to which is now or hereafter prohibited, limited, or regulated, by any applicable Environmental Law or governmental authority; (2) "Release" or "Released" means disposed, discharged, injected, spilled, leaked, leached, migrated, dumped, emitted, escaped, emptied, seeped, or placed in, on, or under any land, water, or air, or otherwise entered into the environment, and as otherwise more broadly defined in applicable Environmental Law; and (3) "Environmental Law" means all applicable Governmental Rules (whether now or hereafter in effect), relating to the regulation of, imposing standards of conduct or liability regarding, or protection of, human health, natural resources, conservation, the environment, or the storage, treatment, disposal, transportation, handling or other management of Hazardous Materials. Tenant hereby acknowledges and agrees that Landlord is not the Generator as defined by Environmental Law of any Hazardous Materials which Tenant has allowed on the Leased Premises. 13.2 Tenant covenants and agrees with Landlord as follows: (1) the construction and installation of all improvements and alterations and the use and operation of the Leased Premises shall at all times be in material compliance with applicable Environmental Law; (2) Tenant will obtain all environmental permits, licenses, and approvals that are necessary or required by applicable Environmental Law to conduct its business and operations on the Leased Premises, and Tenant shall at all times comply with such environmental permits, licenses, and approvals; (3) neither Tenant nor any person claiming by, through, or under Tenant shall bring onto, use, store, generate, treat, process, dispose of, recycle, incinerate or transport any Hazardous Materials in, on, or under the Leased Premises except in compliance with applicable Environmental Law and in a reasonable and prudent manner so as to prevent the Release or threat of Release of any Hazardous Material on, onto or from the Leased Premises; (4) Tenant shall regularly inspect the Leased Premises to monitor and ensure that the Leased Premises are at all times in material compliance with applicable Environmental Law; (5) Tenant shall use commercially reasonable efforts to protect the Leased Premises against intentional or negligent acts or omissions of third parties which might result, directly or indirectly, in the Release of Hazardous Materials on the Leased Premises in violation of applicable Environmental Law; and Ground Lease and Put/Purchase Option CFW and Tenant Page 15 of 33 (6) if Tenant has actual knowledge that any Hazardous Materials are Released by Tenant or any person other than by Landlord or Landlord's agents in, on, or under the Leased Premises in violation of Environmental Law during the Term of this Agreement: a. Tenant shall promptly notify Landlord of the occurrence of the Release of the Hazardous Materials and shall promptly provide Landlord with Tenant's response action and/or communication with any governmental agency to which Tenant is required by applicable laws to report such Release. Tenant shall furnish or make available to Landlord such information, documents, and other communications as Landlord shall reasonably request; b. Tenant shall promptly and timely commence or cause to be commenced appropriate actions required by applicable Environmental Law to clean up the Hazardous Materials that have been Released on the Leased Premises (collectively referred to as "Response Action") and shall conduct and perform or cause to be conducted or performed all appropriate Response Action in accordance with applicable Environmental Law; and C. Tenant, at its sole cost, shall contract for or perform all Response Action in the Tenant's own name or cause the violator to do so in the violator's name. 13.3 TENANT HEREBY COVENANTS AND AGREES THAT IT SHALL BE RESPONSIBLE FOR, AND WAIVES, RELEASES, AND FOREVER DISCHARGES THE INDEMNITEES FROM, AND AGREES TO INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST, ALL EXPENSES, COSTS (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS), LOSSES, DAMAGES, PENALTIES, FINES, AND OTHER EXPENDITURES OF ANY NATURE ARISING FROM OR IN CONNECTION WITH ANY CLAIMS, DEMANDS, LIENS, INVESTIGATIONS, NOTICES OF VIOLATION, GOVERNMENTAL DIRECTIVES, CAUSES OF ACTION, OR ANY OTHER ADMINISTRATIVE OR LEGAL PROCEEDINGS OF ANY NATURE THAT RESULT FROM, RELATE TO, OR ARISE OUT OF (1) THE BREACH OF ANY COVENANT OR AGREEMENT OF TENANT IN THIS SECTION 13.3, (2) THE PRESENCE OR ALLEGED PRESENCE OF HAZARDOUS MATERIALS IN, ON, OR UNDER THE LEASED PREMISES IN VIOLATION OF ANY ENVIRONMENTAL LAW WHICH AROSE DURING THE TERM OF THIS AGREEMENT, OR (3) THE VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW WITH RESPECT TO THE LEASED PREMISES DURING THE TERM OF THIS AGREEMENT; SO LONG AS, IN EACH INSTANCE, THE PRESENCE OF THE HAZARDOUS MATERIAL (TO EXCLUDE A RELEASE OF A HAZARDOUS MATERIAL) WAS NOT CAUSED DIRECTLY OR INDIRECTLY BY LANDLORD OR AN INDEMNITEE. THIS RELEASE AND INDEMNITY SPECIFICALLY INCLUDES (A) ALL COSTS OF "REMOVAL"AND/OR"REMEDIAL ACTION" AND ALL OTHER COSTS OF "RESPONSE", AS THOSE TERMS ARE DEFINED AND USED IN APPLICABLE ENVIRONMENTAL LAW, AND (B) ALL OTHER COSTS AND EXPENSES OF ANY NATURE INCURRED BY, ASSESSED AGAINST,IMPOSED UPON, OR CHARGED TO THE INDEMNITEES RELATING TO COMPLIANCE WITH OR ENFORCEMENT OF APPLICABLE ENVIRONMENTAL Ground Lease and Put/Purchase Option CFW and Tenant Page 16 of 33 LAW. IF ANY INDEMNITEE INCURS COSTS OR EXPENSES DESCRIBED IN THIS INDEMNITY, TENANT SHALL REIMBURSE THE INDEMNITEE FOR THOSE REASONABLE COSTS OR EXPENSES WITHIN THIRTY (30) DAYS OF THE DATE OF RECEIPT BY TENANT OF NOTICE FROM THE INDEMNITEE, INCLUDING COPIES OF INVOICES OR OTHER VERIFICATION, THAT THE COSTS OR EXPENSES HAVE BEEN INCURRED. THE FOREGOING RELEASE AND INDEMNITY SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 13.4 If(i)there exists any uncorrected violation by Tenant of an Environmental Law or any condition, caused directly or indirectly by Tenant, which requires a cleanup, removal, or other remedial action by Tenant under any Environmental Law, and such cleanup, removal, or other remedial action is not initiated within the time period required by Environmental Law or (ii) Landlord reasonably determines that (A) such uncorrected violation or condition poses an imminent threat to the safety or wellbeing of any other users of the Leased Premises, the citizens of the City of Fort Worth or the County, or other persons, or (B) the Leased Premises is likely to be further damaged or contaminated or other land on or in the vicinity of the Leased Premises is likely to be damaged or contaminated by virtue of the continued failure to correct such violation or condition; and such cleanup, removal, or other remedial action is not initiated within ninety (90) days from the date of written notice from Landlord to Tenant, and diligently pursued to completion, the same shall, at the election of Landlord, constitute an Event of Default as described in Section 17.1(c) hereof, and provided, further, that Landlord will not consider any failure to initiate such cleanup, removal or other remedial action within the aforesaid ninety (90) day period an Event of Default if such cleanup, removal or other remedial action is of such a nature that it cannot readily be initiated within the ninety (90) days and so long as Tenant commences in good faith to cure such uncorrected violation or condition and diligently pursues the cure continuously thereafter. 13.5 Tenant hereby grants to Landlord, its agents, employees, consultants, contractors, successors, and assigns, an irrevocable license and authorization,upon reasonable notice, to enter upon and inspect the Leased Premises (but not any facilities or improvements thereon), and perform such tests, including without limitation, subsurface testing, soils and groundwater testing, and any other tests thereon, as Landlord, in its sole discretion, determines is necessary to protect its interest in the Leased Premises, provided, however, that such access to the Leased Premises shall not unreasonably interfere with Tenant or any tenant's use of the Leased Premises. 13.6 During the term of this Agreement, Tenant agrees to provide Landlord with copies of any environmental reports Tenant obtains (without Tenant being obligated to obtain any such reports)relating to the Leased Premises. 13.7 At the termination or upon a transfer of this Lease, Landlord, at its sole discretion, may require Tenant, at its sole cost and expense, to conduct an environmental testing of the Leased Premises in a manner and by a consultant acceptable to Landlord, in Landlord's discretion, which shall not be unreasonably withheld ("Exit Audit"). The Exit Audit shall be Ground Lease and Put/Purchase Option CFW and Tenant Page 17 of 33 performed and a complete copy of the results of the Exit Audit shall be provided to each party, not more than one hundred and twenty (120) days, but not less than sixty (60) days, prior to the actual termination or transfer date of this Lease. So long as completed at least thirty (30) days before the termination or transfer date, either party shall have the right to conduct additional environmental testing at its cost. Not less than thirty (30) days prior to the termination of the Agreement, Landlord, at its sole cost and expense, may conduct a final inspection of the Leased Premises to verify that there has been no visible change in the environmental condition of the Facility since the Exit Audit. Landlord reserves the right from time to time, after reasonable notice to Tenant, to inspect the Leased Premises to: (a) evaluate Tenant's management of Hazardous Material; (b) conduct subsurface or stormwater sampling; (c) evaluate compliance with Environmental Laws; and(d)to facilitate Landlord's compliance with Environmental Laws. XIV. Utilities 14.1 Tenant will bear costs, expenses, and fees of extension connections and tapping charges for all utilities, including water and sanitary sewer facilities in accordance with the ordinances of Landlord on the Leased Premises. Tenant acknowledges that Landlord, as the landlord, is not responsible for providing utility service to the Leased Premises, except for utilities provided by Landlord in its governmental capacity as provider of certain utilities, including water and sewer. Any construction performed by Tenant within any drainage or utility easement area must meet utility company and Landlord criteria for design and construction in such easement area. Any and all connections to water and sewer lines must occur at the existing utility connection points, unless otherwise agreed to in writing by Landlord. All costs incurred with any relocation of existing utility lines or facilities or installation of additional utility lines or facilities on the Leased Premises shall be entirely at Tenant's expense, whether on or off the Leased Premises. Tenant shall also provide Landlord legal descriptions for any required utility easements and Landlord shall reasonably cooperate with Tenant on the granting of any necessary easements, subject to all required City Council approvals. XV. Non-Discrimination. 15.1 Tenant agrees that for itself, its personal representatives, successors in interest and assigns, no person shall be excluded from participation in or denied the benefits of Tenant's use of the Leased Premises on the basis of race, color, national origin, religion, handicap, gender, sexual orientation, familial status, gender identity, gender expression, or transgender. XVI. Option to Purchase and Put Option 16.1 Tenant's Option to Purchase. Landlord grants to Tenant an option (the "Option"), pursuant to and subject to the conditions of this Article XVI, to purchase the Leased Premises (excluding the Improvements thereon, which are owned by Tenant), from Landlord for the Land Consideration (defined below), provided that Landlord does not first exercise the Put Option set forth in Section 16.2 below. Tenant shall have the right to exercise the Option by giving notice to Landlord at any time (including after a Default) until June 1 of the year in which Ground Lease and Put/Purchase Option CFW and Tenant Page 18 of 33 Tenant would receive the tenth-year payment of the Performance-Based Grant, as defined in and provided by Section 6.10 of the 380 Agreement, whether or not the payment is actually earned and received (the "Option Period"). However, if Tenant fails to exercise the Option within the Option Period (and Landlord fails to exercise the Put Option), Landlord shall deliver written notice to Tenant and PACE Capital Provider requesting that Tenant notify Landlord whether Tenant will exercise the Option set forth in this Section 16.1, and Tenant or PACE Capital Provider on behalf of Tenant will have ten (10) days after receipt of Landlord's notice to exercise the Option, even though such ten (10) day period would extend beyond the Option Period. If Tenant or Capital Provider on behalf of Tenant has exercised the Option, then Tenant shall purchase the Leased Premises or PACE Capital Provider shall pay the Land Consideration for Tenant's purchase of the Leased Premises within 60 days after the date of the exercise of the Option. 16.2 Landlord's Put Option. Tenant hereby grants to Landlord an option to put the Leased Premises to Tenant (the "Put Option") either (i) upon the termination of the 380 Agreement or (ii) during the Option Period for the Land Consideration, provided that Tenant does not first exercise the Option. Upon the Landlord exercise of the Put Option, Tenant shall be obligated to pay the Land Consideration to Landlord and accept the Leased Premises within sixty (60) days thereafter (the "Put Option Closing Period"), or if Tenant fails to pay the Land Consideration within the Put Option Closing Period, the PACE Capital Provider may pay the Land Consideration to Landlord on behalf of Tenant within 30 days of the expiration of the Put Option Closing Period. To exercise the Put Option, Landlord must give notice to Tenant and PACE Capital Provider of its exercise within the Option Period; provided, however, if Landlord fails to exercise the Put Option within the Option Period (and Tenant does not exercise the Option), Tenant shall deliver written notice to Landlord requesting that Landlord notify Tenant whether Landlord will exercise the Put Option set forth in this Section 16.2. Landlord will have ten (10) days following receipt of Tenant's notice to exercise the Put Option, even though such ten (10) day period would extend beyond the Option Period. 16.3 Consideration for Option and Land Conveyance. The purchase price for the Land shall be the fair market value of the Land only as if it were unimproved and no improvements were located thereon ("Land Consideration"). The fair market value shall be determined by an appraisal obtained by Landlord, at Tenant's sole cost and expense, performed by independent third party appraiser approved by Landlord. Landlord acknowledges and agrees that Landlord is bound by the 380 Agreement to make a Sale-Based Grant(as defined in the 380 Agreement)to Tenant in accordance with the terms thereof. 16.4 Terms and Conditions of Purchase/Put. In the event that the Leased Premises are to be acquired by Tenant pursuant to Tenant's exercise of the Option or Landlord's exercise of the Put Option: (a) the closing of such acquisition shall occur in such place as Landlord and Tenant mutually determine; (b) the closing shall occur on a date designated by Tenant (by at least ten (10) days' advance written notice to Landlord) not later than sixty (60) days after the determination of the fair market value (the "Closing Date"); (c) the Leased Premises shall be conveyed to Tenant pursuant to a special warranty deed, subject only to the permitted exceptions, Ground Lease and Put/Purchase Option CFW and Tenant Page 19 of 33 the form of which is attached hereto as Exhibit `B"; (d) any utility or right-of-way easements required by Landlord, shall either be retained by Landlord or granted by Tenant to Landlord at closing at no cost to Landlord; (e) Landlord and Tenant shall terminate this Agreement; (f) Landlord shall execute and deliver such other documentation as shall be necessary to vest title to the Leased Premises and all appurtenances owned by Landlord in Tenant; and (g) all expenses of closing, including but not limited to any title policy premiums, survey costs, and recording fees (but excluding attorneys' fees, which shall be borne by the party incurring such fees), shall be borne solely by Tenant. XVII. Default and Termination 17.1 The following events shall be deemed to be events of default by Tenant under this Agreement: (a) Tenant shall fail to pay any installment of Rent, and such failure shall continue for a period of thirty (30) business days after written notice of such delinquency is delivered to Tenant. (b) Tenant shall fail to obtain and/or provide insurance in accordance with this Agreement and such failure shall continue for a period of ten (10) business days after written notice of such is delivered to Tenant. (c) Tenant shall fail to comply with any term,provision, clause, sentence, covenant or any other item of this Agreement, other than the payment of Rent or provision of insurance, and shall not cure such failure within thirty (30) calendar days after written notice thereof to Tenant; provided, however, that if such performance or observance cannot be reasonably accomplished within such thirty (30) day period, then Tenant shall have up to an additional one hundred eighty (180) days so long as Tenant is diligently pursuing such performance or observance; provided further, that if Tenant is diligently pursuing the eviction of a subtenant due to the failure of the subtenant to comply with the provisions hereof and the eviction process cannot be reasonably accomplished within such one hundred eighty (180) day period, then Tenant shall have such additional time as is needed for the eviction. (d) The 380 Agreement is terminated due to the default of Tenant under any section of the 380 Agreement, including any amendments thereto. (e) Tenant shall desert or vacate any substantial portion of the Leased Premises. In the event that Landlord believes a substantial portion of the Leased Premises has been vacated or deserted, Landlord shall notify Tenant of such. If Tenant fails to respond within thirty (30) calendar days to such notice and provide proof satisfactory to Landlord that Tenant has not deserted or vacated the Leased Premises, Tenant shall be deemed to have deserted or vacated a substantial portion of the Leased Premises under this Section. (f) Tenant has repeated defaults,whether cured or not. In order to be in default under this provision, Tenant must be given notice of default three (3) times over a consecutive 12 Ground Lease and Put/Purchase Option CFW and Tenant Page 20 of 33 month period for the same event of default. In that event, Landlord shall have the right to pursue the remedies in Section 17.2. 17.2 Upon the occurrence of any event of default specified above in Section 17.1, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: (a) Exercise the Put Option, pursuant to Article XVI, upon which Tenant shall be required to fulfill all Tenant's obligations set forth herein relative to the Put Option, including but not limited to the payment of the Land Consideration and the acceptance of the Leased Premises; (b) Terminate this Agreement, provided that if the Put Option has not been exercised or the closing of the property pursuant to the Put Option has not occurred, all terms of this Agreement relative to the Put Option, including but not limited to Sections 16.2, 16.3, and 16.4, shall survive the termination of this Agreement for a period up to twelve (12) months following the date of the termination of this Agreement. (c) If Tenant refuses or is unable to perform its obligations under the Put Option, then Landlord shall have the right, upon thirty (30) day's written notice to Tenant, to enter upon and take possession of the Leased Premises and expel or remove Tenant and any other person who may be occupying the premises or any part thereof,by force if necessary, without being liable for prosecution or any claim of damages therefor. (d) Enter upon the Leased Premises, by force if necessary, without being liable for prosecution or any claim of damages therefor and do whatever Tenant is obligated to do under the terms of this Agreement; and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur, thus effecting compliance with Tenant's obligations under this Agreement; and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action. 17.3 Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall the pursuit of any remedy herein provided constitute a forfeiture or waiver of any payments due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. Landlord's acceptance of payments following an event of default hereunder shall not be construed as Landlord's waiver of such event of default. No waiver by Landlord of any violation or breach of any of the terms, provisions, and covenants herein contained shall be deemed or constitute a waiver of any other violation or breach of any of the terms, provisions, and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. The loss or damage that Landlord may suffer by reason of termination of this Agreement or the deficiency from any reletting as provided for above shall include the expense of repossession and any repairs or remodeling undertaken following possession. Should Landlord at any time terminate this Agreement for any default, in Ground Lease and Put/Purchase Option CFW and Tenant Page 21 of 33 addition to any other remedy Landlord may have, Landlord may recover from Tenant all damages Landlord may incur by reason of such default, including cost of recovering the premises and reasonable attorney's fees expended by reason of default. 17.4 Landlord hereby agrees to provide notice of any default by Tenant under this Agreement to Twain HTC Fund XV, LLC, a Missouri limited liability company ("Investor Member"). In the event of any default by Tenant (after exhaustion of the cure periods provided in this Article XVII), Landlord shall refrain from exercising any remedy with respect to such default unless and until (i) with respect to any default concerning the obligation to pay Rent, Landlord shall give a further written notice thereof to Investor Member and such default remains uncured at the expiration of ten (10) days after delivery of Landlord's written notice of such default; and (ii) with respect to any other default, Landlord shall give a further written notice thereof to Investor Member and such default remains uncured at the expiration of thirty (30) days after delivery of Landlord's written notice of such default; provided, however, that if such non- monetary default cannot with diligent efforts be cured within thirty (30) days, Investor Member shall have additional time to cure so long as Investor Member commences action to remedy such failure promptly following such notice and diligently prosecutes such action in good faith. Landlord agrees to accept performance by Investor Member of any covenant, condition or agreement on Tenant's part to be performed under this Agreement (whether prior to or after any default by Tenant) with the same force and effect as though performed by Tenant. It is understood that Investor member is not obligated to cure defaults by Tenant under Section 17.1 of this Agreement. XVIII. Landlord's Default 18.1 The occurrence of the following shall be an event of default by Landlord: The failure of Landlord to substantially perform or substantially observe any of the obligations, covenants or agreements to be performed or observed by Landlord under this Agreement within sixty (60) days' notice after notice from Tenant of such failure; provided, however, that if such performance or observance cannot be reasonably accomplished within such sixty (60) day period, then no event of default shall occur unless Landlord fails to commence such performance or observance within such sixty (60) day period and fails to diligently prosecute such performance or observance within such sixty (60) day period and such performance or observance is not completed within one hundred eighty (180) days of such notice of default. 18.2 Upon the occurrence of any event of default specified above in Section 18, Tenant shall have the option to pursue any one or more of the following remedies: (a) Exercise the Option; and (b) Tenant may exercise any and all remedies available to Tenant at law or in equity. 18.3 The parties acknowledge that all references to "Landlord" herein shall refer only to Landlord in its capacity as landlord and seller under this Agreement. The term "Landlord" and the duties and rights assigned to it under this Agreement, thus exclude any action, omission, Ground Lease and Put/Purchase Option CFW and Tenant Page 22 of 33 or duty of Landlord when performing its governmental functions. Any action, omission, or circumstance arising out of the performance of Landlord of its governmental functions may prevent Landlord from performing its obligations under this Agreement and shall not cause or constitute a default by Landlord under this Agreement or give rise to any rights or claims against Landlord in its capacity as landlord, it being acknowledged that Tenant's remedies for any injury, damage, or other claim resulting from any such action, omission, or circumstances arising out of the governmental functions of Landlord shall be governed by the laws and regulations concerning claims against Landlord as a charter city and a governmental authority. In addition, no setoff, reduction, withholding, deduction, or recoupment shall be made in or against any payment due by Tenant to Landlord under this Agreement as a result of any action or omission of Landlord when performing its governmental functions. XIX. Condemnation 19.1 If during the term of this Agreement, all of the Leased Premises and Improvements should be taken for any public or quasi-public use under any governmental law or by right of eminent domain, or should be sold to the condemning authority under threat of condemnation, this Agreement shall terminate and Tenant, its heirs, successors and assignees shall be fairly compensated for the fair market value of their leasehold interests. Rent shall be abated during the unexpired portion of this Agreement effective as of the date of the taking of the premises by the condemning authority. To the best of the knowledge of Landlord's signatory of this Lease, no known condemnation action is planned for the Leased Premises. 19.2 Regardless of any other provision of this section, no condemning authority shall be required to pay more than the then current fair market value of the Leased Premises. XX. Surrender and Right of Re-entry 20.1 Upon the cancellation or termination of this Agreement (except for a termination or cancellation made in connection with the closing of the Option or Put Option or for a termination that is subject to the survival of the Put Option), Tenant agrees peaceably to surrender the Leased Premises to Landlord in good condition and repair, ordinary wear and tear excepted. Upon any such cancellation or termination, Landlord may re-enter the Leased Premises together with all improvements and additions thereto at Landlord's election. So long as Tenant is not in default, Tenant shall have a reasonable time thereafter(not exceeding thirty (30) days after such cancellation or termination) to remove its personal property, and trade equipment which it may have on the Leased Premises,provided the removal thereof does not impair, limit or destroy the utility of said Leased Premises. Any damage caused by such removal will be repaired by Tenant at its sole cost and expense. 20.2 If Tenant fails to remove its property within thirty (30) days after the termination of or expiration of this Agreement, Landlord may remove such property to a public warehouse for deposit or retain the same in its own possession. If Tenant fails to take possession and remove such property, after paying any appropriate rental fees, within sixty (60) days after Ground Lease and Put/Purchase Option CFW and Tenant Page 23 of 33 termination of this Agreement, the property shall be deemed to be abandoned and Landlord may sell the same at public auction. XXL Notices 21.1 All notices, consents and approvals required or desired to be given by the parties hereto shall be sent in writing, and shall be deemed sufficiently given when same is hand delivered or deposited in the United States mail, sufficient postage prepaid,registered or certified mail,return receipt requested, addressed to the recipient at the address set forth below: To Landlord: Director of Economic Development City of Fort Worth 1150 South Freeway Fort Worth, Texas 76104 With a copy to: City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 To Tenant: 714 Main Real Estate Holdings, LLC 700 Colonial Road, Suite 105 Memphis, Tennessee 38117 with a copy to: Michael B. Chance Baker Donelson 6060 Poplar Avenue, Suite 440 Memphis, Tennessee 38119 with a copy to: Twain Financial Partners 1232 Washington Avenue, Suite 200 St. Louis,Missouri 63103 Attn: General Counsel To Investor Member: Twain HTC Fund XV, LLC 1232 Washington Avenue, Suite 200 Ground Lease and Put/Purchase Option CFW and Tenant Page 24 of 33 St. Louis, MO 63103 Attn: General Counsel With a copy to: Stinson LLP 1299 Farnam Street, Suite 1500 Omaha,NE 68102 Attn: David Lutz XXIL Holding Over 22.1 A holding over by Tenant after the termination of this Agreement and after written notice by Landlord to vacate such premises, and continued occupancy thereof by Tenant shall constitute Tenant a trespasser. 22.2 Any holding over by Tenant beyond the thirty (30) day period permitted for removal of property without the written consent of Landlord shall make Tenant liable to Landlord for rent at one hundred fifty percent (150%) of the rent amount in effect at the time of the holdover, and damages, costs and attorneys' fees which may arise due to Tenant holding over. 22.3 All insurance coverage that Tenant is required to maintain shall continue in effect for so long as Tenant, or any of Tenant's subtenants occupy the Leased Premises or any part of the Leased Premises. XXIII. Invalid Provisions 23.1 If any of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants, conditions or any other portion of this Agreement are for any reason held to be invalid, void or unenforceable, the remainder of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants or conditions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. XXIV. Miscellaneous Provisions 24.1 All remedies provided in this Agreement shall be deemed cumulative and additional and not in lieu of, or exclusive of, each other, or of any other remedy available to Landlord, or Tenant, at law or in equity, and the exercise of any remedy, or the existence herein of other remedies or indemnities shall not prevent the exercise of any other remedy. 24.2 No failure or delay by a party hereto in exercising any right, power, or remedy under this Agreement, and no course of dealing between the parties hereto, will operate as a waiver of any such right, power or remedy of the party. The terms and provisions of this Ground Lease and Put/Purchase Option CFW and Tenant Page 25 of 33 Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. 24.3 Notwithstanding any other provision of this Agreement, Tenant shall not be entitled to claim or receive any compensation as a result of or arising out of any delay, hindrance, disruption, force majeure, impact, or interference, foreseen or unforeseen. 24.4 Tenant assumes the risk of all suspensions of or delays in performance of this Agreement, regardless of length thereof, arising from all causes whatsoever, whether or not relating to this Agreement, and Tenant shall bear the burden of all costs, expenses and liabilities which it may incur in connection with such suspensions or delays, and all such suspensions, delays, costs, expenses, and liabilities of any nature whatsoever, whether or not provided for in this Agreement, shall conclusively be deemed to have been within the contemplation of the parties. 24.5 Upon full execution of this Agreement, Landlord and Tenant will execute and record in the Official Public Records of Tarrant County, Texas a Memorandum of Agreement in a form acceptable to both parties. Tenant will pay all recording fees due upon recordation of the Memorandum of Agreement. 24.6 Notwithstanding anything to the contrary set forth in this Agreement, Tenant recognizes and agrees that any contracts, agreements, or amendments contemplated to be entered into by Landlord under the terms of this Agreement which are entered into after the Effective Date of this Agreement will be subject to the prior approval of the Fort Worth City Council other than the approvals, consents, and confirmations expressly permitted in this Agreement. XXV. General Provisions 25.1 This Agreement shall be performable and enforceable in the City of Fort Worth and County of Tarrant, Texas, and shall be construed in accordance with the laws of the State of Texas. 25.2 This Agreement is made for the sole and exclusive benefit of Landlord and Tenant. 25.3 Subject to the limitations upon assignment herein contained, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. 25.4 In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did not author the same. 25.5 Nothing contained in this Agreement will be deemed or construed, either by the parties hereto or by any third party, to create any partnership,joint venture, or other association between Landlord and Tenant except that of lessor and lessee. Ground Lease and Put/Purchase Option CFW and Tenant Page 26 of 33 25.6 The titles of the sections of this Agreement are inserted herein for convenience only, and are not intended and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 25.7 Landlord agrees that it shall not claim any exemption from the payment of taxes for the purpose of prohibiting the collection or enforcement of the PACE Assessment (filed against the Land and/or the Improvements). XXVL Amendments 26.1 This Agreement may not be changed, modified, discharged or extended except by written instrument duly executed by Landlord and Tenant or as otherwise provided herein. XXVIL Force Maieure 27.1 In the event that Landlord or Tenant shall be delayed, hindered in, or prevented from the performance of any act required hereunder by reason of an act of God, strike, lockout, labor trouble, inability to procure materials, unseasonable weather affecting construction or operation, failure of power, riot, insurrection, or war, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equal to the period of such delay; provided, however, that this Section 27.1 shall have no application to Tenant's obligation to pay the Rent or any other monetary obligations hereunder once Tenant begins to pay such amounts. XXVIII. Agreements Co-Terminous 28.1 The 380 Agreement and this Agreement will be co-terminous and in the event that either agreement is terminated or expires, the other shall terminate or expire on the same date. [Signature Page to Follow.] Ground Lease and Put/Purchase Option CFW and Tenant Page 27 of 33 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. LANDLORD/CITY: CITY OF FORT WORTH, �p F°F°°°°��y�d TEXAS, O° ��►o° o���d a Texas municipal corporation per° 00 0 C)° 0 0 ° ° ° y �J °° °o T� By. William Johnson(S p 23,202211:36 CDT) Attest: d��� EXpS�oo William Johnson Assistant City Manager J ette S.Goodall(Sep 23,2022 18 CDT) Jannette S. Goodall,City Secretary Approved as to form and legality: Matthew A.Murray Assistant City Attorney City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. R,��Ps,zo�:3 Name of Employee Ryan Pohler Economic Development Specialist Title TENANT: 714 MAIN REAL ESTATE HOLDINGS,LLC, a Delaware limited liability company Gary Prosterman,Authorized Person OFFICIAL RECORD CITY SECRETARY Ground Lease and Put/Purchase Option CFW and Tenant FT. WORTH, TX Page 28 of 33 Exhibit"A" Leased Premises Legal Description Tract 1: BEING a 0.231 acre tract of land, more or less, situated within the Mitchell Baugh Survey, Abstract Number 106, City of Fort Worth Tarrant County, Texas and being all of Lots 9 thru 12 and a portion of Lot 13, Block 108, Original Town Of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas as shown on an unrecorded plat, same being a tract of land as described by deed to WTW Properties, Inc., as recorded in Document Number D207323279 of the Deed Records of Tarrant County, Texas (D.R.T.C.T) basis of bearing being the said Original Town of Forth Worth map -North 60' 00 '00' East. BEGINNING at a point being in a building for the southeast corner of said Lot 9 and being at the northwest corner of the intersection of Main Street (an 80-foot public right- of-way) and West 7th Street (an 60-foot public right-of-way) from which an X- cut set in concrete bears North 60' 00' 00" East, a distance of 16.00 feet and an X-cut set bears South 30' 00' 00" East, a distance of 11.00 feet; THENCE South 60' 00' 00" West, with the common line between said Lot 9 and the north right-of-way line of the said West 7th Street, passing at a distance of 95.00 feet the southwest corner of said Lot 9, same being the southeast corner of a 10 foot Alley as shown on the aforesaid Block 108 unrecorded plat, and now continuing with the common line between the said north right-of-way line and the south line of the said Alley, in all for a total distance of 100.00 feet to a X-cut set in concrete for the centerline of the said Alley; THENCE North 30' 00' 00" West, departing the said north right-of-way line and with the said centerline, passing at a distance of 100.00 feet a found Y-cut in concrete for the southwest corner of a Boundary Line Agreement as described by deed recorded in Volume 8402, Page 1591, D.R.T.C.T., and now continuing with the common line between the said centerline and the said Boundary Line Agreement tract, in all for a total distance of 100.55 feet to an X-cut set in concrete; THENCE North 60' 00' 00" East, with the north line of the said Boundary Line Agreement tract, a distance of 100.00 feet to an X-cut set in concrete and being in the west right-of-way line of the aforementioned Main Street; THENCE South 30' 00' 00" East, with the common line between the said Boundary Line Agreement tract and the said west right-of-way line,passing at a distance of 0.55 feet the southeast corner of the said Boundary Line Agreement tract, same being the northeast corner of aforementioned Lot 12, and now continuing with the common line between said Lot 12 and the said west right-of-way line,passing at a distance of 25.55 feet the southeast corner of Lot 12, same being the northeast corner of the aforementioned Lot 11, and now continuing with the common line between said Lot Ground Lease and Put/Purchase Option CFW and Tenant Page 29 of 33 11 and the said west right- of-way line, passing at a distance of 50.55 feet the southeast corner of said Lot I I and the northeast corner of the aforementioned Lot 10, and now continuing with the common line between said Lot 10 and the said west of- right-of-way line, passing at a distance of 75.55 feet the southeast corner of said Lot 10 and the aforementioned Lot 9, and now continuing with the common line between said Lot 9 and the said west right-of-way line, in all for a total distance of 100.55 feet to the POINT OF BEGINNING and CONTAINING 10,055 square feet or 0.231 acre of land more or less. Tract 2: Non-Exclusive Easement Estate for pedestrian ingress and egress as created by that certain RECIPROCAL ACCESS EASEMENT AGREEMENT dated November 20, 2018, by and between WTW PROPERTIES, INC., a Texas corporation and KMAIN HOTEL, LLC, a Delaware limited liability company, filed for record under Clerk's File No. D218256726, Deed Records of Tarrant County, Texas. Tract 3: Non-Exclusive Easement Estate for aerial equipment easement as created by that certain AERIAL EASEMENT AGREEMENT dated November 20, 2018, by and between WTW PROPERTIES, INC., a Texas corporation and KMAIN HOTEL, LLC, a Delaware limited liability company, filed for record under Clerk's File No. D218256727, Deed Records of Tarrant County, Texas. STREET ADDRESS: 714 Main Street, Fort Worth, Texas 76102 Ground Lease and Put/Purchase Option CFW and Tenant Page 30 of 33 Exhibit"B" Special Warranty Deed NOTICE OF CONFIDENTIALITY RIGHTS:IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed Date: Executed on the date set forth in the Acknowledgment to be effective as of: May 31, 2021 Grantor: CITY OF FORT WORTH, a municipal corporation Grantor's Mailing Address: 200 Texas Street Fort Worth, Texas 76102-6314 Tarrant County Grantee: 714 MAIN REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company Grantee's Mailing Address: 700 Colonial Road#105 Memphis, Tennessee 38117 Shelby County Consideration: TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Property (including improvements): BEING a 0.231-acre tract of land, more or less, situated within the Mitchell Baugh Survey, Abstract Number 106, City of Fort Worth Tarrant County, Texas and being all of Lots 9 thru 12 and a portion of Lot 13, Block 108, Original Town Of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas as shown on an unrecorded plat, same being a tract of land as described by deed to WTW Properties, Inc., as recorded in Document Number D207323279 of the Deed Records of Tarrant County, Texas (D.R.T.C.T) basis of bearing being the said Original Town of Forth Worth map - North 60' 00 '00' East, more particularly described on Exhibit "A" attached hereto for all purposes. Reservations from Conveyance: Grantor conveys only the land under the hotel and related improvement on the Property (the "Hotel and Improvements"), reserving to itself the Hotel and Improvements. As set forth in that certain Ground Lease with Option to Purchase between Grantor and Grantee if even date herewith (the "Ground Lease"), Grantor retains ownership of the Hotel and Improvements during the term of the Ground Lease and after the termination or expiration of the Ground Lease. Exceptions to Conveyance and Warranty: This conveyance is made and accepted subject to the liens created this date and to certain matters referred to by the parties herein as the "Permitted Exceptions", and being more particularly described on attached Exhibit`B". Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through or under Grantor, but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. When the context requires, singular nouns and pronouns include the plural. [Signature page on following page] CITY OF FORT WORTH, a municipal corporation By: Printed Name: Title: STATE OF COUNTY OF This instrument was acknowledged before me on May,2022,by of CITY OF FORT WORTH,a municipal corporation,on behalf of said company. Notary Public, State of My commission expires: