HomeMy WebLinkAboutContract 56460I
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CONTRACT OF SALE AND PURCHASE
THIS CONTRACT O�' SALE AND PURCHASE ("Contract") is made and entered into
by and between the CENTRAL CITY LOCAL GOVERNMEI�T CORPORATION, a non-proft
local government corporation of the Staie of Texas ("Purc�aser"), GPIF CD Multi LLC, a
Delaware limited liability company ("SelIer A"), GPIF CD Office LLC, a Delaware lirnited
liabilit� company ("Seller B"), and GPIF CD HoteI LLC, a Delaware limi�ed liabiliiy cozx�:pany
{"�eller C"), as of the Effective Date, as defned herein. As the context requires, `°Seller" may
collectively or individuaIly refer ta each of Seller A, Seller B arad Seller C; provided, however,
for purposes of this Cantract, the pariies ac�awledge and agree, unless expressly stated to tlie
contrary herein, any rig�ts or ohligations set farth irt this Contract referring to "Seller" and the
"Garage Units" shall mean the rights ar abIigafions of Seller A with respect to Garage Master
Unit 1, the rights ar abligations o£ Seller B with respect to Garage Master Unit 2, and the rights
ar obligatians of SeIler C with raspe�t to Garage Masier Unit 3.
RECITALS
A. Seller and its affiliates are d�veloping praperty Iocated at the intersectian of Carzap.
Bowie Boulevard and Van Cliburn Wa� as a tt�ixed�use deveIopment featuring the zx�init�um
project requirements more particularly set forth on Exhibit "C" attached hereto and made a part
hereof (collectively, tlie "Project");
B. Seller A has or w'rll establish a condozx�inium association for tl�te Project, and ihe
Pro�ect wiII consist oimultiple candaminium uzaits, including a hotel unit, a rnultifamily unit, an
office unit, and one ar �nore separate units for each garage;
C. Purchaser intends to finance the acc�uisition of the Property (as defined herein} }�y
the issuance and sale of Lease Revenue Bonds subject to C�apt�r 1208 nf the Texas Government
Code in an amount to be detern�ined, in one or mare seri�s as authorized from time to fime by the
Purchaser pursuant to one ar mare Bond Resalutio�s duly adopted by the Purchaser's Board of
Directors (collectively, the "Sonds"), which Bond Resolutions shaIl provide far the dates,
d�nominations, principal atnounts, interesfi rates, maturities,� redemptian provisions, forms of
bands, manner of paymen�, provision �or exeeution and authentication, application af proceeds
and alI other terms and pravisions of the Bonds; at�d
D, To facilitate the Projec#, Purchaser is simulianeously entering into a Parking
Garage Lease with 4ptian to Purchase witk the City of Fort Worth for the Garage Units (as
defined herein) in the form attached hereta as Exhibit "F" ("Lease"), and requiring the City of
Fort Warth simultaneously enter into a mandatory Parking Garage Sublease Agreement with
Assigned Option to Purchaser with Seller for the Garage Units, in the form attached hereto as
Ex�ibit "G" ("Sublease"), each with an effecti�v� da�e cantemporaneous with this Contract and
vvith a term commencing upon coinpletion of .the Project, as further set farth in the Lease and
Sublease, respectively.
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AGREEMENT
In consideration of the rnutual covenants in this Contract, Seller and Purehaser agree as
follows:
Section 1. Sale and Purchase.
(a) Subjec� to the terms and conditions af this Contract, Se11er agrees to sell and
convey to Purchaser and Purc�aser agrees to purchase and accept from SeIler, tlze following right
and praperty:
(i) Garage Units. Garage Master Unit 1, Garage Master Unit 2 and Garage
Master Unit 3(together with the Paxking Garages [as defined below] and the undivided
interest in any areas reserved as General Comrr�on Elements or Limited Cotnmon
Elements appurtenant to Garage Master Unit 1, Garage Master Unit 2 and Garage
Master Unit 3, respectively, and such easements and other righfs to use tk�e Common
Elements which have been specifically assi�ned thereto in the Declaratian [as defined in
Exhibit ��A" attached hereto and incorporated �erein by reference]; collecfively, the
"Garage Units") in the Cultural District Master Condominium (the "Condo�n�nium"},
as so designated in the Declaratian, and being legalIy described on Eghibit "A" attached
hereto and incarparated herein by reference. The "Parl�ing Garages" shall cnean,
collectively, all impravements to be constructed within the Garage Units pursuant to the
P�ans {as defined helow), including the two parldng garages consisting of a minimum of
$00 parking spaces.
(ii) Intangihle Persanal Propertv. All of SelIer's right, title and interest, if
any, on a non-exelusive basis, in and to, the following iu�tangible personal property, but
anly to the extent directly related to or ased solely in eonnectian with the Garage Units:
(X) capies of the final as-built plans and sp�cifications and al! other architectural and
engineering drawings, site plans and renderings for the Garage Units {to the extent
ass�gnable), to be provided in digitaI format; (2) any warranties and gcaaranties
(including for work�nanship, materials and perfarmance) r�vhich �xist or may exist with
respect to the Garage Units against any archiiects, contraciors, subcontractors, suppliers
and other� (to the extent assignable); (�l) copies of iinal surveys, as-built plats, and third-
�arty engineering reports prspared for Seller; and (S) governmental permits, approvals,
licenses, or similar documents, if any azid only ta the extent assignable, �xcluding an� vf
Se�ler's xights and i.nterests under the Lease and Sublease, i�cluding, to the extent
applicable, copi�s of all signed permits, the final certificate of occugancy, and the
accessibility review perfarmad by a Registered Accessibility Specialist and approved by
il�e Texas Department of Lieensing and Regulations {eollectively, the "Tntangible
Persoual Property"). For pu�pnses of this Contract, the Garage Units and In#angible
Persanal Property may be coll�ctively referred to herein as the "Praperty."
(b} Con.dozx�i�r�iun:� Information Statement. Seller will deliver to Purchaser a copy of
the Declaratian, the articles of incarporatian, by-laws and rules for the Condominium association
and all amendments ihereto, azad all oiher docu�nents creating and/or otherwise pertaining to the
operation ar governanee of the Candaz�inium (tl�e "Condominium Documents"), prepared in
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accordance with the requirements of the 'I'exas Property Cade, to the ext�nt applicable, within
tllirty {30) days after the Effective Date.
(c) Construction af Paxkin� Gara�es. This Contraet is �a1eIy intended to articulate
the terms and conditions pursuant tt� which the Purchaser is agreeing ta acquixe the fully
constructed Parking Garages, including certain minimurn characteristics the Parking Garages
must incorporate in order to be deemed acceptable for pUrchase, more particuIarly set forth an
Eghibit "C" attached heteto and made a part hereof. Purchaser did not initiate the Project; is not
engaging the Seller to construct the �'arking Garag�s on Purchaser's behalf; has not soUght and
would nat otherwise seek fo construet the Parking Garages far Purchaser's own purposes ar
intents; and wi11 not direct or interfere with the construction, use of materials, or worktnanship of
any part of the Parking Garages. The construction means and mefihods of thc Parking Garages
are d'rscrefionary on the part of Seller and its architects, engineers, contractors, anci agents, and
this Contract is neither a contract to constru�t nor a service con.tracf. All construction work
perfarmed on the Parking Garages shaIl be with Seller's contractars vr subcontractars hired by
and answerable solely io the SelIer to perform the required work. Seller retains sole
responsibility for the eonstructinn and completion of the Parking Garages, including any a�d all
payment and liability tY�ere%r. Recognizing that the construction of t�e Parking Garages is aot
mandated by Purchaser, the parties aclmowledg� and agree that Purchaser's obligatians to
consurnn�ate the transaction cantemplated by this ConYract is subject to all of the Closing
Contingencies, as set fort�a in Section 5 below, being satisfiad or vvaived by Purchaser.
(d) Independent Consideration. Within five (5) days after the Effective Date,
Purehaser shall pay to Seller the amo�nt af One Huncired and 00/1 �0 Dollars {$1 UU.00) as
independe�t consideration for this Contract (the "Independent Considerafion"). The parties
have bargained for such amaunt as consideration for Purchaser's exclusive option to purchase the
Praperky pursuant to the terms of this Contract and for Seller's execution of this A�eement, in
addition to other cansideration described in this Contract. The Tndependent Cansideratio� is noi
refundable but will be applicable to the Purchase Price upon Closing.
Section 2. Purchase Price.
The purchas� price ("Purc6asc Pricc") far the Proper�y, payable by Purchaser to �eller
at Closing (as nereinaf�er defined} shall be the lesser of the fair mark�t �value of the Property or
T�eniy-Five Million and 00/100 DolIars ($25,OOa,QQ0.00). The fair market value sha11 be
determined by the following method: within 15 days after th� Parking Garages are Substantiaily
Complete, the p�rties shalj agree on a certified, independent MAi real estate appraiser with
experience valuing cornparabl� properties, and the appraiser shall t�ereafter pxo�ide an appra�sal
of t�e Property. If the parties do not agree on an appraiser, or on fhe value grovided by the
appraiser selected, each party shall appaint one certified MAI real estate appraiser who shall
have been active full-time a�er the previous 5 years in the appraisal of comparable properties
and real estate related assets. The two third-party appraisers shall pravide an estimate af the fair
market value of the Property as if such asseis wer� sold as of the date the Parking Garages
became Substantially Complete at such value. The seleeted appraisers wi11 provide their
determinatians of value within 3U days after appointment. If the rivo appraised values are within
5% of each other, the value of the Praperty will be the average of the twa appraised values. If the
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two appraised values are not within S% of each other, the two select�d appraisers will, within 15
days after the latter of the two determinations of ua�ue, mutually agree upon a third appraiser
meeting the faregoing qualifications, and the third appraiser wzll provide an appraised value. The
third appraiser shalI provide h�s/her determination of value within 30 days after appointtnent.
The value of the Property will then he equal to the average af the third appraised �alue and
whichever of tlte prior apprais�d values is clasest to the third appraisecf value.
Section 3. Title Co�namitment a�nd Survev.
{a) Within iS business days after the Effective bate, Purckaser shall obtain, at
Seller's sole cost and expense, a Cor�arnitnrkent for Title Insurance ("Title Commitment")
pertaining to fhe Property frozn Republic Title of Texas, Ync., 2626 Howell Street, 10th Floor,
Dallas, Texas 75204, Telephone: 214-754-7756, Attention: Stefanie Mathews, Email:
stmathews�a republictitle.com (the "Title Company"). The Title Comr�aitrr�enf shall be effective
as of a date which is on or after the Effecti�e Date, and shall show all encunnbrances a�nd other
matters, if any, relating to the Garaga Units. The Title Gompany shall also deliver
contempnraneonsly vvith the Title Commiiment legiE�le copies of all documents referred to in the
Title Commitrn�nt, incIading but not limitad to, piats, reservations, restrictions, and easements.
(b) Within 5 days after the Ef%ctive Date, Seller shaIl provide to Purchaser a.nd Tit1e
Company, at Seller's expense, a copy of the final survey af'the Garage Uni�s, as refle�ted in the
Condominium Dacumen�s. Purahaser, at it� sole cost and expens�, may electi to obtain a new
survey or revise, modify ox re-certify such existing survey ("Survey") as necessary to satisfy
Purchaser's objectives.
(c) If any exceptions appear in the TitIe Cornmitment ar Surve� ather than the
staridard print�d exceptions, Purchaser shall have a period of time ("Title Review Period")
commencing on the Effective Date and ending 15 business days after the first date on which
Purchaser has received both the Title Commitment (and exception i�struments) and the Survey,
in which to notify Title Company and 5eller in writing of any reasonable objections
("�bjections") P�archaser has to any ma�ters shown on the Tit�e Commitrnent or the Survey.
Purchaser shall wark with the Title Campany to cure any Objectxons, hor�vever, Seller has no
obligation to cure any Objections, o�her than any finaneing liens set fnrth on Sch�dule C of the
Title �ommitment and amy mechaz�.ics' ar mafierialmen's liens imposed against all or any portion
of the Property by, through or un.der any contracts enter into by Seller in connectia� with the
construction of thc Parking Garages or any other portion af t�e Praject ("Mandatory Cu�e
Items") which Se11er must eure or ca�sed to be discharged and/or bonded at or prior tc� CIosing.
If SeIlar is unable or unwillit�g to remedy ar cause the discharge of any Mandatory Cure �tems
(or agre� irrevocably to do so at or prior to Closing), then either (i) this Agreemer�t may be
terminated in its entirety by Purchaser by giving Seller written notice to such effect and the
parties shall be released of further obligations under this Agreement; or {ii} any such Objections
may be wai�+ed by or on behalf af Pnrchaser, with Purchaser to be deemed to have wai�ed such
Objecti�ns if notice of termination is not giv�n within ihe Title Re�iew Period. All Qbjectians
other than Mar�datory Cure Items which are not otherwise cur�d by Se11�r or Purchaser prior ta
Closing sl�all be "Permitted Encumbrances".
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Sec�ian 4. Tests a�d Flans.
(a) Tests. Seller shall provide ta Purchaser copies of the final versions of all third-
party consfruction plarxs, st�dies and investigations prepared for Se�l�r anc� relating to the
Property and the operation and maintenance thereoF, including such final soil tests, engineering
rapQrts or studies, anci any Phase I ar other environnaental audi�s, reports ar siudies of th�
Property. Subject to aTl applicable requirements herein below, Purchaser, at Purchaser's sole cost
and risk, shall ha�e th� right to go on to the Property upon at least fi�e (5) business days'
advanced vvritten notice to Seller, including the Parking Garages and other impravements, to
make inspections, surveys, and other non-invasive tests, studies and surveys, including withoui
Iimitatian, enviror�rnental and engineering tests, and studies ("Tests"); provided, howe�er, 'rn
canducting any s�ach Tests oi the Property and/ar Seller's reports or studies, Purchaser and 'zts
agents and representatides shall: (a) not disturb or interfere i_n any manner with the pracess or
progress of the developnnent or canstrucfion of the Parking Garages nor any ongoing work or
Ia�ior being conducted by a any of Seller's contractors or any ather on-site party; {b} not interfere
with the operation and zxaaintenance of �he Praperty; (c) not damage any part of the Property �vr
any personal property owned or he�d by any tenant, contractor or any ather third party; (d) not
in�ure or otherwise cause bodily I�arim to Seller, any contxactor or their respective agents, guests,
invitees, contractars, subcontractors or employees or any tenants or their guests or invitees; (e)
comply with all applicable laws; {fl promptly pay when due the costs o� all Tests done wi�h
regard to the Property; (g} not permit any liens to attach to the Garage Units or Praject by reason
of the exereise of its rights hereunder; (h} repair any darnage to the Garage Units resulting
directly or indirec�ly from any such insp�etion or tests; (i) comply with recom�nen:ded poIici�s
issued by the Centers for Disease Control an� Prevention, the State of Texas, a�n�/or any
applicable municipal ar governmental agency of jurisdiction with respect to the COVID-l.9
pandemic {including, without limifiatian, applicable social distancing rules or recommendations
and p�otective face mask rules or recommendations); and (j) compl� with the on-site entry
restrictions, safety protocols, timing restrictions, COVID-I9 protocals and other limitations,
requirements a.nd restrictions imposed ar required by Seller's general contractor, any other
contraetor ar any go�ernmental authority (including, withaut limitatian, thase regarding proper
apparel, safety equipment, safety rules, and any other instructians regarding accessibility to
portions of the Property). Purcha�er acknowledges and agrees that because of the ongoing
development and canstruction activities at ihe Property, on-siie inspectians and entry could be
materially limited in connection with s�ach matters, and Purchaser's entry is sub�ect to scheduling
coordination with Seller and being accompanied by Se11er's representatives af all times during
such entry. PURCHA SER �HAI,L BE RESPONSIBLE FOR �NY CLAIMS, COSTS,
EXPENSES, LO�SES, DAMA.GES, IlVJ[.T12IES, SUITS OR CAUSES OF ACTION
(COLLECTIVELY, "CL.AIlVIS") SU��'ERED OR INCURRED A� A RESULT OF THE
PRESENCE ON THE PRO�E�tTY OF Pi]RCHASER OR PURCHASER'S AGENTS,
INDEPENDENT CONTRACTORS, �ERVANTS, OR EMPT,OYEES, INCLUDING,
WITHOUT LIMITATION, (n AN Y AND ALL ATTORNEYS' FEES INCURRED SY
SELLER AND THE DIRECTORS, OFFICERS, EMPLOYEE�, AGENTS AND
REP�ESENTATIVES OF SELLER AND SELLER'S PAR'INERS AND AF'FILIATES
(COLLECTIVELY, THE "SELLER PARTIES") AS A RESULT OF A CLAIM RELATING
TO SUCH MATTERS, A1VD {In ANY MECHANICS' OR MATERIALMEN'S LIENS
IMPOSED AGAINST ALL OR ANY PORTION OF TI� PROPERTY BY A PARTY
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CLAIMING TO BE PERFORMII�iG AN INSPECTION �R A�LIDIT ON 1'URCHASER'S
BEHA.LF. PURCHA�ER FURTHER WAIVES AND RELEASES ANY CL�i�MS,
DEMANDS, DAMAGES, CAUSES OF ACTION OR OTI�R REMED�ES O� ANY KIND
WHA.TSOEVER AGAINST THE SELLER PARTIES FOR PROPERTY DAMA,GE OR
BODILY OR �ERSONAL INrCJRY TO PURCHASER OR PURCHASER'S AGENTS,
INDEPElVDENT CONTRA.CTORS, SERV�INTS OR EMPLOYEES ARISING OUT OF THE
TESTS AND INSPECTIDN OF THE PROPERTY. The provisions of this Section 4{ai will
survive the Closing and any termination of this Contract.
(b) Plans. Purchaser acknowledges iis receipt and consent ta the preliminary plans
attached hereto and made apart hereof as Exhibit "B" depicting the Garage Uniis (collectively,
tk�e "Plans"). Purchaser's consent to the Plans shall not be a representation or warranty of
Purchaser that such plans are adequate for any use or comply with any law, nar shall it be
construed as Purchaser mandating consiruciion means ar meti�ods, but shall merely be fhe
consent of Purchaser thereto far the irnpravem�nts for which Purc�aser intends to issue bonds
and purchase. Seller reserves the right to make modifications, am�ndments, and updates to the
Plans in Seller's sole discretion, other tl�an any Major Change whic� requires the written
approval of Purchaser. "Major Change" means any changes to the Plans which diminishes tkae
aggregate number of parking spaces zn the Parking Garages �o helow 800 parkin� spaces,
materially revises the footprint of the Garage Units, or rnaterially diminishes the mechanical,
struciural, or architectural integrity of #he Garage Units.
Section �. Closin� Contingencies. The clos�ng {"Closing"} of the sale oi the Property by
Seller ta Purchaser shali occur through tha office of tbe Title Com.pany on ar before 15 days after
satisfaction of ihe following closing contingencies {�`Closin� Contingencies"), subject to Seller's
right, in the event other portions of the Praject rernain under canstruction, to extend Clasing to a
date not later than. 60 days after the Cornpletian Deadline, by delivering written notice to
Purchaser; provided, hawever, in no event shall CIosing occur unless and uniil all Closing
Contingencies ha�e been satisfied:
(i) The construction of the Parking Garages is Substantially Complete by
3une 30, 2424 ("Campletion Deadline"}, which deadline may be extended by
mutual agreement of the parties herefo, with "Substantially Comple�e" meaning
substantial completion of the Parking Garages, as reasonably deterrniried by Seller
as e�idenced in a written no�i�ication delivered by Se11er to �urchaser; provided,
hawever, Substantial Completion sha11, in no e�ent, occ�r ea�rlier than the date
th.at a temporary certificate of occupancy has been issued for the Pairking Garages.
Seller shaIl construct the Parking Garages in accordanee with applicable laws
(including, without limitation, anvironmantal Laws �pplicable to the Property);.
{ii) The Purchase Price has been determ�ned as set forth in Section 2 abave;
{iii} Subject to Purchaser's campliance witl� Section 8 beIow, Purchaser's Bonds in the
amount of the Purchase Price have been successfully issued and sold following all
necessary approvaIs, including by the Office of the Texas Attorney General, and
Purchaser has received a11 funds fram the sale; and
{iv) AIl Mandatory Cure Items are or will he discharged and/or bonded at CIosing, at
Seller's soIe cost and expense.
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Section G. Glosiu�.
(a) At the Closin�, all of the following shall accur, al1 of which are deemaci
concurrent conditions:
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to be
delivered to Parchaser the follawing:
(i) A Speciai Vijarranty Deed from each Seller in the form attached
hereta as Exhihit °GE" ("Deed"), fully executed and acknawledged
by suah Seller, con�eying to Purchaser such Seller's indefeasible
fee simple title to the �arage Units, subject only to the Permitted
Encumbramces, but cantaining a resarvaiion of the mineral rights,
`uith the Deed;
(ii} An estoppel from the candorniniurn association, dat�d not less tha�n
30 days prior to C3osing, in form and substance required by the
Condomuuum Documents (and, if no %rm is specified therein, in
form and substance reasonably satisfactory to Purchaser);
(iii) Any dacument vr consent reqUired by the Condominium
Dacurnents to effectuate the transfer of the Garage Units to
Purchaser;
{iv) An Owner's Affida�+it issued ta the Title Company, in form and
suhstance reasonably satisfactory to Sel�er and Title Company,
duly executed by eaeh Seller;
(v) A Bill o� Sale, Assignment and Assumption, in the forrr� af
Exhibit "D" hereto (the "Assignment"), executed and
acknowledged by each Seller;
(�i) A Non-Fareign Person Affidavi�, in form and substance reasonably
satisfactary ta Seller azad Purchaser, fuliy ea�ecuted and
acknowledged by each 5el�er, con�rming that Seller is not a
foreign person or entity within the meaning af Section 1445 of the
Internal Revenue Code of 1986, as amended;
{vii) Copies of aI1 Intangible Personal Property;
(�iii} Capies of the Condominium Docurnents and of any agreements or
tenaaxcies pUt in place between the �various owners of real property
within the Project which would becQme obligations upon fhe
owner of the Parking Garages in the event the Lease and Sublease
were terminated;
(ix) Copie� of any keys or access eodes to the Garage Units, if
applicable and subject to the terms af the Lease and �ublease;
(x) Evidence of authority to cozasummate the sale of the Property as is
conte�nplated in this Contract ox as Title Company may reasonably
request;
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(xi) Any other instrument ar document necessary far Title Compatay to
issu� the Owner Policy in accordanca with Section 6{a)(3) below;
anci
�X11} One counterpart of that certain Commencement Date
Merr�arandum for the Par�ing Gaeage Sublease with Assigned
Option to Purchase, in the form attached thereto, vwith a
comrr�encement date as of Closing, executed by Seller.
(2} Purchaser, at P�rchaser's sole cost and expense, shall deliver or cause to
be delivered the following:
(i) To Seller, through th� Title Company, faderally wired funds or a
certified or cashier's check ar suci� other means of fianding
acceptable to Seller, in an amount equal to the Purchasa Price,
adjusted far closing costs an� prorations;
(ii) The Assignment, executed arad ackn�wledged by PurcI�aser;
(iii} Any docum�nt or cansent required by the Condnminium
Docum�nts to effectuate the transfer of the Garage Uni�s to
Purchaser;
(iv) Evidence of authority to consummate the sale of the Pr�perty as is
contemplated in this Contract ar as Title Company naay reasonably
request;
(v) Fully exeeuted Camrnencement Date Memorand�zm for the
Parking Garage Lease and Option to P�archase, in the form attached
thereto, executed by Purchaser and the City of Fort Worth, vvith a
comrnencement date as a�Closing; and
(vi} On� counterpart of that certain Gommencement Date
Memorandum for the Parking Garage Sublease with A�signed
Option to Purehase, in the form attached thereto, with a
comrnencement date eft'ecti�e as of Closing, executed by the City
of Fort Worth.
{3) Title Conapany shall issue to Purchaser, ai Purchaser's sole cost and
cxpense, an Owner Policy of Title Insurance-("Owner Policy") in the amount o£
th� Purchase Price insuaring that, after the completion of the Glosing, Purcnaser is
the owner of indefeasible fee simple title t� tne Garage Units, subjeet only to ihe
Perrnitted Encumbrances and the standard printed exceptians included in a Texas
Standard Farm Owner Policy of Title Insurance; provided, however, subj�ct to the
Survey being suff cient far Title Company to issue extended caverage, Purchaser
m.ay request thai Title Company is�ue extended coverage and the printed fnrm
survey exceptian shall be lirtiited to "shortages in area," which caverage, if
issued, shall be issued at Purchasers' sole cost and expense. Purchaser shall be
responsible for any premium for deletions, endorsemeza�s and other modificat�ons
requested by Puxchaser to the Owner Po3icy.
CCLGC Purchasa from Developer
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(4) Seller and Purchaser s�all each pay one-half of the escrow fees, and each
a�their respective attorneys' fees.
(5) Seller shall pay any other closing costs custonr�axily borne by setlers at
closings of the purchase or sale of real property similar to the Property in Tarrant
CoUnty, T�xas.
{5) Purchaser shalI pay all costs of (i) PUrchaser's due diligence costs; (ii) all
recording fees (including recording costs for the Deed); (iii) issuance of the Bonds
and any other financing arrangements made by Purchaser with respect to the
Proper�y, and (iv) any other closing costs custo�ar�Iy borne by buyers at closings
of the purchase ar sale of real property siznilar to the Property in Tarrant County,
T�xas.
(b) Purchaser anticipates it wilI qualify far exemption from ad valorrem taxation for
the Property, and no ad valarem ta7catian sHall aecrue after the date of Closing; provided,
however, the parties acknowledge that any exemption from ad valorem taxes rr�ust be grarated by
the Tarranf Appraisal District, which is n�t under the control of Purchaser or �he City o� Fort
Worth. Purchaser agrees to use all reasonahle means to obtain and maintain the tax exempt
status of ihe Property. Therefore, any ad valorem t�es assessed against the Prop�rty for the
current year shall be for the period of time the Property was ovvned by Seller, and based on
estimates of the amoUnt of taxes that will be due and payable on the Property during the current
�ear, Se11er shaIl pay for any taxes and assessnnents applicable to the Property up to and
including the date of Closing. As soon as the amount of ta�ces and assessments on the Praperty
for the current year is known, Seller shall pay any addi#ional amounf of taxes to be paid for any
taxes and assessments applicable to the Property up to and including the date of Closing. The
pravisions o�this Section 6(b) survive th� Closing.
{c} Upo� campletian af the Closittg, Se11er shall deliver possession of the Property to
Purchaser, free and clear af all tenancies af every kind except for the Lease, the Sublease, any
agr�ements or tenancies put in place between tl�e vaz�ious owners of real property within the
Projact at any time (ar othen�rise as expressiy permitted under the Lease or Subleas�), and the
Pertnitted Encumbrancas.
Sectian i. Seller's Reuresentations. Seller hereby represen�s arid warrants ta Purchaser, as
af the Closing Date, �xcept as otherwise disclosed in written natice frara Seller to Purchaser at or
priar to Closing, �l�at:
(a) Seller`s Authnrity. This Contract 1�as been duly authorized by requisite action
and is enfarceable against 5eller in accordance with its tarms; neither the execution and delivery
of this Contract nor the consurnmation of the sale provided for herein will constitute a violation
or breach by Seller of any provision of any agreement or oiher instrument to whieh Seller is a
party or to �vhich Seller taaay be subject altl�ough not a party, or wi11 result in or canstitute a
violation ar breach of any judgment, order, writ, junctian or d�cree issued against or binding
upon SelIer or the Property;
CCLGC Parchase from Developer
Page 9 of 30
{b) No Pending Proceedings. Seller has nof received written notice of any aciion,
suit, proceeding Qr claim aff�cting the Property or any portion thereof, or affecting Seller and
relating to the awnership, operaiion, use or ocoupancy of the Property, pendzng or being
prosecuted in any court ar by ar before any faderal, state, county or municipal department,
cammission, boartl, b�area� or agency or oth�r go�ernimental entity with jurisdiction over the
Property (colIectively, "Govcrnmental Authorities"), and no such action, suit, proceeding or
claim is threatened or asserted;
(c) 5eller is Not a Foreig� Person. Seller is not a foreign person ar entity as defiined
in Sectian 1445 of the Internal Re�enue Code af 3 9$6, as amended, and 1'urchaser is na�
obligated to withhald any partion af the Purchase Price for tk�e benefit of the Internai Revenue
S�1'V LC�;
(d) Nn InsaIvency Proceedin�s. No attachment, execution, assignment for tke
benefit of creditors, receivership, cons�rvatorship or voluntary or invaluntazy proceedings in
bankruptcy or pursuant to any other debtor relief laws is contemplated ar has been filed by or
against Seller or the Property, nor �as Seiler receir+ed written notica that any such action is
pen:di�g by ar against 5eller or the Property,
(e) No Regula�oiry Violations. Seller has not receiveci written notica �'rorn any
Go�ernmental Authorities of any claim, actian, suit or proceeding pending against or affecting
Seller or affecting the Property whic�a has not been curec�; and
(fl No Hazardous Materials. Seller has not received written notice of any action
�hicb has not been curad reIating to the release of hazardous substances in vioIatian oi
appiicable fecieral, state or local laws, regulations or ordinances on, over, a�, from, into ar onto
any £acility at the Property, as such tarms are understood under t�e Comprehensive
Environrnental Respc�nse, Compens�tion and Liability Act.
Seiler, during the term af this Contract or thereaft�r, agrees to notify Purchaser promptly
in th� event that Seller obtains actual knowledge of an� inaierial breach of any such
representations and warranties in this Section 7, in which event, Purehaser shall be entitled to
terminate this Contract by giving written notice thereof to Seller, and neiiher party here�o shall
have any �urther rights ar obligations hereunder; provided, however, prior to the efFecti�eness of
any such t�rrnination by Purchaser, Seller shall have the right to cure such misrepresentaiian or
breaeh for up to thirty (3D) days after delivery af the foregoing applicable notice, or such longer
period as may be necessary ta cure such misrepresentation or breach, so long as SeIler promptly
commences such c�re and ther�after diligently pursues same to campletion. Until and unless
Seller's warranties and representations shalI ha�e i�een qualified and modified as appropriate by
any such additional infarmation provided by Seller to Purchaser, Purchaser shall eantinue to be
entitled to reIy on Seller's representations and warranties set forth in this Contraet; provided,
however, tha# Purchaser shall promptly notify Seller in the evant Purchaser discovers any
contrary informatio�a resulting from any Tests, inspection ar investigation made by or on behalf
vf Purchaser (and Seller shall be afforded the same cure period set fnrth h�rein above �vit1�
respect to any misrepresentation or breach disclosed by Furchaser). All of Sa11er's
representations anc� vvarranties, as so qual'zfied and madified, and the provisians of this Section 7
CCLGC Purchase from Asveloper
Page 10 of 30
shall survive CIosing for th� Survivai Period {as defined balow). As used herein, the term "to
the best of Seller's knowledge" means tI�e current actual knawledge o� Kevin Crum and Alan de
Castro, withaut impIying any obligation af inquu-y or investigatian, and Purchaser acknowledges
suci� individuals are named solely far defining t�e scope of Seller's knowledge and nat for
purposes of imposing any persona! liability Upon such individuals.
Section S. Purchaser's Pursuit of S_ o_nd�, At alj times after the Effective Date, Purchasec,
using good faith and cornmercially reasonable efforts, shall promptly cornmence and diligently
pursue to completion the issnance of the Bonds in the amount of the Purchase Price to occur in
conjunction with Clasing, along with all necessary approvals required in connect'ron therein.
Purc�aser advises that zssuane� of the Bonds is r�asanably estimated to take four {4) mnnths to
complete, and Purchaser and Seller shall reasanably eooperate ta time the issuance of the Bonds
in conjunction wifih the Closing. Additionaily, within thirty (30) days after the Effective Date,
for the purpose of providing additional assurances to Seller in connectian �ith this transac�ion,
Purchaser s�all issue, and use co��nnercially reasonable efforts ta cause the Ci�y aiFnrt Workh to
issue, resolutions expressing Purchaser's and the Ciiy's respective firm commitment to
authorizing and issuing bonds in an annount up to $25,QOp,000.U0 in connection with the
acquisition of the Parking Garages pursua�nt to ihis Contiract, such that Purchaser pravides timely
fi�t�ding in satisfaetion of Purchaser's commitment hereunder.
Section 9. A�ents,. Seller and Purchaser each represent and warrant to the other that it k�as
noi engaged the services of any agent, broker, or otker similar party in connection with this
transactio�.
Section 10. Closin� Documents. Na later 15 days prior to ih� Closing, Se11er sha11 deliver to
Purohaser drafts af the closing documents (including but not Iimited to the Deed and
Assignment).
Sectian 11. Notices.
(a) Any natice under this Contract shall be in writing a.nd shall be deemed to have
been served if (i) delivered in person to the address set forth b�low for the party to whom the
notice is given, {ii) deliver�d in per�on at the Closing (if that party is present at the Closing), (iii)
placed in the United Sta#�� mai�, return receipt requssted, addressed to such party at the address
specified below, (iv) deposited into the c�astody of �ederal E�press Corporation to be sent by
FedEx Overr�ight Delivery o� otl�er reputable overnight carrier for next day deiivery, or {r�) by
electronic mail and folIawed by written notiee outlined above, addressed to the party at the
address specified below.
CCLGC Purchase from De�eloper
Page 11 of 30
(b) The addr�ss of Buyer under this Contract is:
Central City Local Government Corporation With a copy to:
20Q Texas Street LOann D. Guzrnan
�ort Worth, Texas 761 �2 City Attorney's Off ce
Attention: Director of Economic Development City af Fort Worth
20fl Tex�:s Street
Teleplzone: 817-392-2663 Fart Worth, Texas 7b102
Email: Robert.Sturns@fortworthte�s.gov Telephane: (817) 392-7600
EmaiL•
leann.guzman c(�.%rtworthtexas.go�
(c) The address of Seller under this Caniract is:
c/o Crescent Real Estate LLC
777 Main Street, Suite 2260
Fort Worth, Texa� 76102
Attn: Kevin Crum and Alan de Castro
Telephone: (817) 321-1454; (214) SSO-4538
Email: kcrum@crescent.com; adecastro@crescent.com
Wiih a copy to:
c!o Crescent Real Estate LLC
7'i'i Main Street, Suite 2250
Fort Wor�h, Texas 7G1Q2
Attn: Legal Department
Te�ephone: (817) 32I-1�G3
Email: ngarsek@crescent.com
{d} From time to time either pariy may designate another address or electranic mail
address under this Contract by giving the other party ad�ance written notice of the eha�nge.
Sectian 12. Tert%i�nafian. Default, and Remedies.
(a) If Purchaser iails or r�fuse� to consummate the purchase of the Properry pursuant
to this Conl�act at t�e Clos�ng for any reaso� oth�r ihan termination ofthis Contract by Purchaser
�ursuant ta a right so to terminate express�y set forth in tk�is Con�ract or SelIer's failure to
perform Seller's obligations under this Contract, the� �eller shall have the right to:
(i} terminate this Contract by giving written notice thereo�to Purchaser prior to or at
the Closing, and neither party hereta sha11 ha�e any further rights ar abligatians
hereunder; ar
(ii) enforce speeific performance hereunder; or
CCLGC Purchase from Developer
Page i2 of30
{iii) if, for any reason (other than the failure by Seller to consumrna#e the purchase of
the Praperty pursUant to the terms o£�this Conlxact), the Clasing has not oecurred
befare the date that is ninety (9D) days follawing the date on which the Parking
Garages were Substantiaily Completed (sUbject to Seller's election to e�tend
Closing as set forth in Section 5), th�;n, in addition ta the remedies sat forth in
cIausas (i) arid (ii) abov�, SeIler rnay alsa institute an action for all damages at law
or in equity against Purchaser.
Provided, however, prior to the exercise of any rights in this Section 12(a)(i) by Seller,
Purchaser �hall have the right ta cure such breach for up ta �en (Id) days after delivery of the
faregaing applicable notice, or such longer periad as may be necessary to cure such breach, so
lang as Purchaser pronnptly commences such cure and thereafter diligently puxsues same to
completion.
(t3) If Seller fails or refuses to con�ummate the sale of the Property pursuant to this
C�ntract at Closin� for any reason other t�an the termination of this Contract 4�y Seller pursuant
to a right so to terminate expressly set forth in this Contract or Purchaser's failure to perform
P�rchaser's obligations under this Contract, tf�en Purchaser, as its sole and exclusive remedy
shall have the right to terminate t�'rs Cnntract by giving written natice thereofto Seller prior ta or
at the Closing, and neither party hereto sha�l have any further rights or obligatians here�nder;
pravided, however, prior to the effectiveness a�' any such t�rminaiion by Purchaser, Sell�r shall
have tkze right to cure such breach for up to ten (10) days after delivery af the foregoing
applicable notice, ar such longer periad as may be necessary fo cure such breach, so long as
Seller pronnptly comr�ences such cure and thereafter diligently pursues same ta campletion.
(c) Seller may, by delivering written notice to P�archaser at any time prior to the
Closing Date but before the sale of the Bonds, terminate this Contract for any reason whatsoever
or for no reason, following whieh this Cantract will terminate, and the parties l�ereto will have no
furth�r obligations hereunder except for those liabilities and ohligations which, by their express
terms, survive the termination o�this Cnntract.
Section 13. Survival af Obli�ations. To the extent necessary to carry out the terms and
provisions hereaf, the waxranties and representations set forth herein shall nofi he deemed
terminated at the time of the Closir�g, nor shall they merge into the various documents executed
and de�ivered at the time of the Closing. AIl representatians and wanranties by Seller in this
Contract (i) will expire six (6) rnonths after the Closing (the "Survival Period") as to matters for
which P�archaser has not provided written notice ta Sellex priar to tk�e ex�iration of the Survival
Period; and {ii) will expire as to all matters specified in ar�y such written notice to the extent that
such matters are not resolved or made the subject of litigation instituted prior to the expiration of
two years after ihe Closing. Notwithstanding any other provision of this Contract, neither party
shall have any liability after Clo�ing for the breach of a representation or warranty her�under of
which the other party hereto had knQwIecE�e as af Closing. Purchaser snall not have the rigl�t to
bring a cause of action for a hreach of a representation or �varrattty unle�s the damage ta
Purchaser on account oi such breach (individually or when combined wit� damag�s from other
breaches) equals or exceeds $50,OQ0.00. Natwithstanding any ather provision of this Contrac�,
CCLGC Purchase from Developer
Page 13 of30
any agreennent cantemplated by this Con�ract, or any rights which Purchaser rriight otherwise
have at law, equity, or by statute, whether basec� on contract or some other cIairn, Purchaser
agrees that any liability of Seller to Purchaser wiIl be limited to the amount equal to ftve percent
(5%) of the Purchas� Price. In no event vvill Seller e�ver be liable to Purchaser hereunder for a.ny
punitive, speculative, or consequential darnages.
Section 14. Entire Con#ract. This Contract (including ihe attached E�ibits} contains the
entire cantract between Seller and 1'urehaser, and no oral statements or prior written mat�er not
specifieally incprporated herein is of any �orce and effect. No modifications are binding on
either party unless set forth in a document executed by that pariy.
Section 1�. As,si�ns. This Co.ntract iriures to the benefit of and is binding on the parties and
the:ir respective legal r�presentatives, successars, and assigns. Neither party may assig�n its
interest under ihis Contract withaut the priar vvriiten eonsent of the other party, such consent not
to be unreasonab�y withheld, d�lay�d or conditioned; provided, however, Seller has the right to
assign this Contract as collateral to any lender or lenders of Seller, and such collateral
assignrnent shalI require th� execution af a consent io assignment between the Purchaser, SeIler,
and assignee, and Purchaser sha11 provide such consent within five (5) business days after receipi
of written request therefar from Seller.
Section 16. Taking Prior to Clasin . If, ptior to Closing, a taking by virtue of eminent
domazn by an entity (other than the City of �art Worth or any entity acting on behalf af the City
of Fort Wortli) occurs of either the Parking Garages in their entirety or, prior to the construction
of the Parking Garages, of so sub�tantial a part of the Garage Units as to render the use of the
Garage Units impracticable far tl�e cons�ruction of the Parking Garages as contemplated, either
party may eIeet to ierminate this Contract by pro�iding written no#ice t.�ereofto the other party,
and the parties shall have no fiarther obligation �ereUnder.
Section 17. Governin� Law. This Cantrac# shall be gn�erned by and construed in
accordance with the Iaws of the State of Texas.
Section 1�. P�rformance of Cantract. The obligatio�ns under the terms of tli.e Contxact are
perfarmable in Tarrant County, Texas, and any and all payments under the terms of the Contract
are to be made in Tarranf County, Texas.
Section 19. Venae. Venue of any �ction brought under this Contract sha11 be in Tarrant
Caunty, Texas if venue is legally proper in tl�at County.
Section �0. Severab'rlitv. If any provision af this Cnntract is held to bE in�valid, illegal, ar
ur�enforceable in any respect, such invalidity, illegalifiy, ar unenfarceability will not at'fect any
other provision, and this Contract will 6e constrtaed as if such invalid, illegal, ar unenforceahle
pravisian had ne�er been contained herein.
�ectioz� 21. Busi�ess Days; Effcctive Date. �f tkze Closing or tl�e day �or performarace ofany
act reyuired under this Cor�tract falls on a Saturday, Sunday, legal ar City of Fort Worth holiday,
then the Closing or the day far such perfornraaa�ce, as the case rraay be, shall be the next �ollowing
CCLGC Purcl�ase from Aeveloper
Page 14 of 30
regular business day. The date on which this Contract is executed by the latter to sign of
Purchaser or Seiler, as indicated on the signature page of this Contract ("Effective Date"). If th�
execut'ran date is left blank by ei�ier Purchaser or �eller, the EfFective Date shall be the
execuiion date inserted by the other party.
Section 22. Counternarts. This Contract nr�ay be executed in rnultiple counterparts, each of
which wiIl be deenaed an original, but which together will constitufe one ianstz�anaent.
Section �3. Terminolo�v. The captians beside the sec�ion nambers of this Contract are for
referen�e only and do noi modify or affect this Contract in any manner. Wherever requireri by
the context, any gend�r includes any other gender, the singular inc�udes the p�ural, and the plural
includes the singular.
Sec#ion �4. Constrnction. The parties aclrnowledge that each party and its counsel have
revievwed and revised this Confiract and that the normal rule pf construction to the effect thai any
ambiguities are to be resa�ved against the drafting party is nat to be ernployed in the
interpreta.tion of this Cantract or any amendments or e�ibits to it.
Section 2�. Attornevs' Fees. �f any action at taw or in equity is necessary to enforce oc
interpret the terms of this Cantract, the pre�ailin.g party or parties are entitled to rea�onable
attorneys' fees, costs and necessary disbursements in add'ztion to any other relief to which suc�a
party or parties may be entitled.
Section 26. Recitals. The Recitals to this Contract are incorporated herein and constiiute a
part of this Contract.
�ection 2i. Disclaimers of Warrantjes. Puxchaset' acknowledges and agrees that upon
Clasing, Seller shall sell and convey to Purchaser and Purchaser shall accept the Praperty "AS
XS, 'WHERE �S, WITH ALL FAULTS," exeept to the extent expressly provided otherw�se in
this Coz�tract and any documeni executed by Seller and delivered io Purchaser at Closing.
Except as expressly set forth in this Contract, Purchaser has nat relied and will not rely on, and
Seller has not made and is not liable for or bound by, an� e�press or implied warranties,
guarantees, statements, representations or information pertaining to t�e Property ar relating
thereto (includirrg speeifieally, without limiiation, Property information packages distributed
with respect to ihe Property) made or furnished by Seller, or any property mana�er, real estate
broker, agent ar third part� repres�nting or purporting to r�present S�lier, to whomev�r made or
given, directly or indirectly, orally ar in �vriting. By ent�ring into this Contract, Purchaser
acknowledges that Seller has aiforded Purchaser a fiall apportunity ta canduct such in�estigations
of the Froperty as Purchaser deemed necessary to satisfy itself as ta the c�nditidn of the Property
and the existence or non-existence or cwative action to be talcen with respect ta any Hazardous
Materials an or discharged frorn the 1'roperty, and will rely solely upon same anci not upon any
information provided by ar on behalf af SeIler ar its agents ar employees with respect thereto,
other than such representations; warranties and co�enants of Seller as are expressly set forth in
this Contract. For purposes hereof, "Hazaxdoas Materials" means "Hazardous Material,"
"Hazardous Substance," "Pollutaut or Co�tamivant," and 'Petroleum" and "Nafural Gas
Liquids," as those terms are defned or used in Section 101 of the Camprehensive
CCLGC Purchase fram Develaper
Page I5 of 30
Environmenta� Response, Connpensation and Liability Aet Of 1980 (42 U.S.C. Sections 9601 et
seq.), as amended, and any other substances regulated now or in the future because of their efFect
or potential effect on public health and the environmant, including, without limitation, PCBs,
lead paint, asbestos, urea formaldehyde, radioactive materials, putreseible materials, radon,
mold, per- and poly�luoroaIkyI substances, and infectious materials. The terms and conditions of
this Section 27 shall expressly survive the Closing, noi merge with ihe provisions of any closing
documents and shall be incorporafied into any Seller's Deed. Purchaser acknawledges and agrees
that the disclaimers and other agreernenis set %rth herein are an integral part of this Contract and
that Seller would not ha�e agreed ta sell the 1'roperty to Purcl�aser far �he Purehase Price without
the disclaimers a�d othec agreements set frorth above.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
CCLGC Purchase frum Develn�er
Page 16 of30
This Con�ract is EXECUTED as of the Effective Date.
SELLER A;
GPIF CD MULTI LLC,
a Delaware limited liabili�y company
; r r f�
.
By: �� �'
Name:
Title: �/I� r�N�RL�f r�nl r�r���
SELLER B:
GP�F CD �FFICE LLC,
a Delawar� limited liability company
. � � � � � �� .
gy. _ -.��:g.�.� '.� „�,,�_.�+w..�''
Name: ����
Title: �11P, �L
SELLER C:
GPII' CD H4TEL LLC,
a Delaware limited liability connpar�
�� � �� .{ ' ,
By: �`���-e - - - `� --
Name:
T.it[e: + ��-
� , r �
Date: _�� �„��x , „�_, 2021
CCLGC Purch�se irom De�eloper
Page 17 oi 30
�;�'�'Y' SE��i�'�'�4F�i"
�:'y_ �It�RX�: ��
PURCHASER:
CENTRA�� CXTY LOCAL GOVERNMENT CORPORATx�N
� �
By: �
_.�- -
Name: # �ti .,,r,
Title: .��.�.�., �
APPROVED AS TO LEGALITY AND FORM
T-- '
f�eneral Couns�l
Date: - - -
, 2021
�L{��,7l+� ���
�
Ro�ld F Gvnz,a��s, b. �i% �
�����_
CCLGC Purchase frurn Developer
Page 18 of 30
`��� � �� � � !�.
�'� •��,,` ���j�
�_ ' a * y.,,�,..,Y. •. � �.
r�%, : �r,�>
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�� ���a��o, °��
By its execution below, Title Compan� agrees to perform its �ther duties pursuant to the
provisians of this Contract.
TTTL� COM�ANY:
REPUB�.3� Tl"�LE �I+`%FXAS, INC.
B�: � ,
� � — r�
Name:,.—, � ' -�.,, —,.� �
s, �
Title: _ ,�.
Date: �
� �� ��6��Wk , _ � � I
CCLGC Purchasc from Developer �`^0� ��p '� � T
Page 19 of 30 i �" ��y, ,
EXHIBIT "A"
Descriptio� af Gara�e Units
Garage Master Unit 1, Garage Master Uni� 2 and Garage 1Wlaster Unit 3 of Cujiural Distxict
Master Condominium, a condonainium project in Tarrant County, T�xas created pursuant to that
certain Declaration of Condonainium Regirne %r Cultural District Master Condorninium,
recorded as Document No. D221290606 , of the Oificial Public Records of Tarrant County,
Te�as, as amended from time to time (collectively, the "Declaration"), togethar wrth an
undi�vided interest in and io the Common Elements (as defined in the Declaration) appurtenant
thereto.
CCLGC Purch�se troan Developer
Page 20 of 30
EXT�ik3Tr' "B"
PLANS FOR PARKING GARAGES
[Follows this cover page.]
CCLGC Purchase from Developer
Page Z1 of30
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EXHIBIT "C"
PROJECT REQUIREMENTS
The following miniu�aum requirements wi11 apply to the Projeet:
(1} The Parking Garages shall contain an aggregated minimum 800 spaces.
(2) The Hotel s�all ha�e a minimum of 2a0 hotel rooms.
(3) The Pro�ect shall have a minimum ot' 8,SQ0 square feet of eornbined naeetin.g
space {which may include ballroam, conference raom, anci/or baardroom space).
(4) The Projeet shall have a minim.um 4,500 square foot full-service r�siaurant.
(5) The Project shall have a minimurn of 169 uraits of multi-�amily aparlments.
(6) The Office Building shall have a minir�auna of l S0,a00 sq�aare feet.
CCLGC Purchase frnm Deve�oper
Page 22 of 30
EXHIBIT "D"
FORM OF SILL �F SALE, ASSxGNMENT AND ASSUMPTION
This BILL 4F SALE, ASSIGNMENT AND ASSi1MPTION (this "Assi�nrnent") is
executed and deli�ered effective as af , 20_, by
, a ("Assi�nor"), and
CENTRAL CITY LOCAL GOVERNMENT CORPORATION, a non-profit local government
carporation of the State of Texas ("Assignee").
RECITALS
A. Assignor and Assignee entered inta that cer�ain Cantract nf Sale and Purchase
dated effective as of , 202I (the "Purchase A�reement") reIating to Assignor's
saie and Assignee's purchase of the real property described on ��ibit A attach�d hcreto and
made a part hereof far aIl p�arposes (such real property, together with the improvements located
thereon, being referred to herein as the "Real Propertv"}. All capitaIized terms used herein bUt
not def ned shall have the meanings given to such terms in the Purchase Agreement.
B. Concurrently r�ith the e�ecutian and delivery of this Assignment, Assignor has
convcyed the Real Property to Assignee by special warranty deed.
C. In connection wit.�. such eanveyance, Assignor desires to transfer and con�ey to
Assigr�ee, and As�ignee desires to accept fram Assignor, ali of Assignor's right, title and interest,
if any, on a non-exclusive basis, in and to the following intangible personal praperty, but anly to
the extent directly related to ar used solely in connection with the Real Property: (1) cc�pies of
the fmal as-built plans and speeifications and all other architectural and engineering drawings,
site plans and rend�rings for the Rea1 Property (to the extent assignable), to be provided in digital
format; (2) any warranties and guaranties (including far workmanship, zxaaterials and
performance} which exist or may exist r�ith respect to the Real Property against any architects,
contractors, subcontractors, suppliers and ath�rs (to the extent assignable); {4) copies of final
surveys, as-built plats, and third-party engineering reports prepared for Assignor; and (5}
governmental pe�its, approvals, licenses, or similar documents, if any and only to the extent
assignable, excluding any of Assignor's r�ghts a�d interests under the Lease and Sublease,
including, to the extent applicable, copies of all signed permits, the final certi�icate af occupancy,
and the aceessibi�ity review perfornned by a Registered AccessibiIity Specialist and approved by
the Texas Departrnent of Licensing and Regulations (co�lectively, the "Intangible Personal
Properiy"}.
NOW, THEREFORE, for and in consideratian of the mutual agreements and ca�enants
set forth in the Purchase Agreement and in. this Assignment, Assignar and Assignee do hereby
agree as follows:
AGREEMEIVTS
1. Assi�;nar does hereby AS�IGN, TRANSFER, SET-OVER, and DELIVER unto
Assignee, without warranty expressed or irnplied, all of Assignor's right, title and interest in and
to the Intangible Persanal Praperty. Assignee hereby assumes and agrees to perform all of the
CCLGC Purchase from Develaper
Page z3 of 3Q
terms, covenants, and conditions required to be performed under th� Intangible Personal Pro�erty
arising or accruing on or after the date hereof.
2. This Assignrnent is binding upon and wi11 inure to th� benefit of Assignor and
Assignee and their respective successars and assigns.
4. This Assignznent may be executed in any number of counterparts, each of which
shaIl be deerned an original, but al� of which shall constitute one and the same instrument.
�Sigreature�age follows.]
CCLGC Purchase firom Developer
Page 24 of 30
IN WITNESS WI�REO�, the parties hereto have executed this Assignm�nt as of the date f3rst
above written.
ASSIGNOR:
a
By:
Name:
TitI�:
ASSIGNEE:
CENTRAL CITY LOCAL GOVERNMENT
CORPORATI�N, a non-pxofit local government
corparation af the State of Texas
By:
Name:
Title:
[IlVSERT APPROPRiATE ACKNOWLEDGEMENTS FOR THE PARTIES]
CCLGC Purchxse fram Developer
Page 25 of 30
E�rT «E„
FORM OF DEED
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATiJItAL PERSON,
YOi1 MAY REMOVE OR STRIKE ANY OR ALL OF TkTC FOLLO'WING
INF012MATION FROM ANY INSTRUMENT TI3AT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBL�C RECORDS:
YOUR SOCIAL SECiJRYTY NiJMBER OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS
COUNT4' OF TARRANT
THAT
KNOW ALL MEN BY THESE PRESENTS:
a
(the "Grantor"), far and in consideration of the surn of Ten and No/10Q Dallars ($lO.OD) cash
and othEr good and valuable consideration, tk►e receipt and sufficiency of which are hereby
acknowledged, paid by CENTRAL CITY LOCAL GOVERNMENT CORPORATION, a non-
profit local government corporation of t�e State oi Texas (the "Grantee"), subject to the
provisians sei fort� herein, HAS GR�NTED, SARGAINED, SOLD and CON VEYED, and by
these ptesents DOES GItANT, BARGAIN, SELL and CONVEY unto Grantee certain praperty
located in Tarrant County, "I'exas, described on Exhibit A which is attached hereto and
incorparated herein by reference for alI purposes, tog�ther with all of Granior's right, title and
interest in and to any improvemen�s locaied thereon and any easements, interests, benefits,
priviieges, rights az�d appurtenances gertaining thereto {the "Pro e ").
Grantor herehy ezccepts from this deed and reserves to Grantor, its successors and assigns,
all oil, gas or other minerals �iz3, on and under and that may be taken, saved, extracted or produced
from the Property and all other subsurface rights of t�e Pra�erty; provided, howaver, that
Grantor does hereby expressly release and waive, on behalf of itseIi, its succ�ssors, assigns, ar
mineral lessees under any mineral laases entered into by Grantor fram and after the date hereof
wit�i respect to the Property, all rights of ingress and egress and ail other rights af every kind and
character whatsoever to enter upon, access, use, eross or in any way disturb the surface of the
Property or any part thereof, including, without limitaiion, the right to enter upon the surface of
the Property for purpases nf e�ploring for, developing, drilling, producing, tra�sporting product,
mining, tceating, storing or any other purpase incident to the development or production of the
oi�, gas and ofher rninerals in, on and ur�der the Property. Nothing herein contained shall ever be
construed to prevent the Grantor, or its sUccessars or assigns, from developing or producing the
oil, gas and other rninerals in and under th� Property by pooling or by direetianal drilling under
the Property from well sites �ocated on property other than the Property.
This Special Warranty Deed and the conveyance hereinabove set forth is executed by
Gratator and accepted by Grantee subject tn alI easements, restrictions, reservations and
covenants now of record and further subject to all matters that a current, aecurate survey of the
Property would show, togethec with the matters described in E�ibit B attached hereto and
CCLGC Purchase from De�eloper
Page 26 of 30
incoj-porated herein by this reference, to the extent the same are validly e�isting and applicable ta
the Property (hereinafter referred to callecti�e�y as the "Permitted Exeentions"}.
TO HAVE AND TO HOLD the Properly unta Grantee, and Grantee's successors and
assigns for�ver, and Grantar daes hereby bind Grantor, and Grantar's successors a�d assigns, to
WARItANT and FOItEVER D�FEND, all and singular the Property unto Grantee an.d Grantee"s
successors and assigns, against every person whomsoever lawfully ciaiming or to clairza the same
or any part thereof, by, through or under Grantor, but not otherwisa, subject to the Perrnitted
Exceptions.
Grantee's address is:
CCLGC Parchase fram Developer
Page 27 nf3fl
EXECUTED to bc ef�ective as of this day o� , 20_.
GRANTOR:
STATE OF TEXAS §
§
COUNTY OF DALLAS §
By:
Name:
Title:
This instrurr►ent was ACKNOWLEDGED be�'are me on , 20� by
. of
bahalf of said
a , on
Notary Public - State of Texas
After Recordir�g Return To:
Exhibii A— Description af the Property
Exhibit B — Permztted Exceptians
CCLGC Purehase irvm Developer
Page 2$ af 30
EXHIBIT "F"
FORM OF LEASE
[�ollovvs this cover page.]
CCLGC Qurchase from Deveioper
Page 29 of30
PARI�ING G�RAGE LEASE
WITH (.?PTZON T4 PURCHASE
between
CENTRAL CYTY LOCAL GOVERNMENT CORPORATION,
as Landlord
and
CITY OF FORT WORTH,
as Tenant
, zo�1
CONTENTS
Lease
Exhibit A — De�nitions
Exhibit B — Prenrkises Description
E�ibit C— Mernarandum of Rent and Cornmencement Date
Page 2 of 40
Farlcing Garages Lease CCLGC & CFW
This Lease is znade and entered into as of th� EfFecti�e Date, by and between the Landlord arid
Tenant.
RECITALS
A. Subtenant plans to develap property located at the intersection of Camp Bowia Boul��ard and
Va�t Cliburn Way for the Project, an� to facilitate the Project, Landlord, contemparaneously
with this Lease, has entered into (i) a purchase and sale agreement with Subienant to purchase
the fully-constructed Parking Garages ("Purchase and Sale A�reement"), and (ii) the
Sublease af Parking Garage Master Uni� � to GP]F CD Multi LLC, of Parking Garage Master
Unit 2 to GPIF CD Off'ice LLC, and of Parking Ga�rage Master Unit 3 to GPIF CD Hatel LLC;
B. GPIF CD Hotel LI.0 has established a condominiu�x� association for the Project ("Condo
Association"), and the Pro;ject will consist of condominium units, including a ho�el un.it, a
multiiamily unit, an office unit, and one or more separate units for each of tk�e Parking
Garages; •
C. Landlord intends to finance the acquisition of the Premises by the issuance and sale of Lease
Revenue Boncis subject to Chapter 1208 ofthe Texas Goves-t�ment Code in an amaunt to be
determined, in ane or more sexies as au#horized from time to tim� by the Landlord pursuant to
one or more Bond Resolutions d�xly adopted by Landlord's Board of Directars,
D. To further facilitate the Project, Landlord is entering into this Lease with Tenant for the
Pre�ises, and Tenant is simultaneausly entering inta t11at certain Farking G�.rage S�blease
Agres�nent with Assigned Opfion. to Purchase with Subtenant for the Premises ("Sublease"},
each with an effective date conterx�poaraneous with this Lease and with a term commencing
after completion of the Project, as further set forth in the Lease and Sublease;
E. As f�arther describecl herein, a publie benefit for the use of the Parking Garages by the public
will be preserved by r�quiring a minimum af 400 Public Spaces available for public parking
use, to be ailacated aanong the Parking Garages by Subtenant pursuant to the Sublease, during
tkie min.imum hours of 6:00 p.m. to 7:0� a.m. an weekdays ar�d all day on weekends with the
understanding that fees may be callected by Subtenant for such parking; and
F. Landlord and Tenant understand that the cantinued success of the Projeet is dependent on the
ability of the users of the Project to use the Parking Garages and Landlord and Tenant desire
to support the continued operations af the Project by entering into this Lease, and requiring
Tenant and Subtenant enter into the Sublease.
NOW, THEREFORE, for and in consideration of the above and foregoing premises ar�d
t�e rnutual covenan.ts and agreements set forth herein, tagether with nther good and �ualuabla
consideration, the rec�ipt and sufficiency of which is hereby confirnned and ackxiawledged by each
of the parties hereta, the undersigned Landlord and Tenant do hereby agree as follows:
AGREEMENT
ARTICLE l. — PRENIISES
Page 3 of 40
Parking Garages Lease CCLGC & CFW
1.1 Lease af Premises. As of the Comrnencement Date, and subject to the provisions hereafter
set fort� and in consideration of the rent to be paid and af tlae co�enanis and agreement ta be
performed by Tenant herein set forth, Landlord does hereby lease to Tenant, and Tenant leases
from Landlard, th� Premises. The Premises sha�l be used far the parking of vehicles and ancillary
activities reIated thereto,
1.2 Parking Space A,llocatian. The parties agree that the iallowing cavenant shall apply to the
parking spaces contained within the Premises:
121 A minimum of 400 Public S�aces shall be made available during the
rninimurn hours of 6:d0 p.m, ta 'i:�p a.m. on weekdays and all day on weekends; pravided,
however, it is express3y acknowledged and agreed by LandIord and Tenant tliat fees in an
amount no greater than pre�ailing market rate may be colIec�ed by Subtenant for such
parking pursUant to tha terms ofthe Sublease.
Subject to the terms and conditions of Seetion 11.1 of this Lease, incl�ding; without lirnitation, all
applicable notice and cure periods, Tenant's faiiure to ab'rde by tha parking cov�nant outlined in
t�ais Section L2 shall be considered an event of default under this Lease, provided, however, a
default shall not occur to the extent nan�ainpliance with the requirements of ti7is Section 1.2 occurs
during periods of restoratian follavving a Casualty or condemnation of all or at�y portion o£ the
Parking Garages (so long as Tenant or Subtenant is proceeding with reasonable and diligent efforts
to commence of such restoration once ins�aranee proceeds have been made available, and thereafter
reasanably pursues such restoration to compietion, subject to delays for %rce majeure and other
delays beyond reasonable con�ral of Tenant or S�btenant [as applicabl�]}, or during periads of
temporary closure relating to nr�aintenance acti�ities, capi�al repairs or to pratect the agen�s,
enaployees, contractors, guests, licensee�, and invitees of the Prernises fronn a�ny dangerous
conditions existing at tha Premises.
13 Condition of Premises. Tha Prernises are leased subject to all zaning restrictinns, City of Fort
Worth codes and ordinancas, b�ilding restrictions, and other state and federal laws and regulations
novv in effect or hereafter adopted by any governmental authoriiy having j�arisdiction o�er the
Premises, ar�d in their present conditian �vithout representation or warranty by Landlord. Tenamt
or SUbtenant taking possession ofthe Premises shall be conclusive evidence that (a) tha Premises
are suitable �or the purposes and uses fnr which same are leased; and (b) Tenant wai�es any and
alI defecfi� in and ta the Premises, its appurtenances, and in all the appurtenances thereto. Tenant
agrees that they are taking the Premises in its current "As Is" condition with no representatians or
warranties of any natUre whatsoever by Landlord. Land�ord has not rr�ade and does not rnak� and
sp�cifically disclainns any representations, guarantees, premis�es, covenants, agreements or
warranties of any kind or character whatsoever, whether express or irr�plied, ora:� or written, past,
present, or future of, as ta, concerning or with respect ta the nature, quality or condition of the
Premises, the incom� to be derived, the suitability of the Premises for uses allowed under tihis
Lease, ar merchanfahi�ity or fitness for a particular purpose.
1.4 Alterations or improvements. Tenant may make alterations or improvemG��ts to the Premises
as may b� necessary, in Tenant's sole diseretion, to znaintain and operate ihe Premises as parking
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Parking Garages Lease CCLGC & CFW
garages; ptovided, however, any alteration ar impro�em�ezat to the Premises that reduces the
parking spaces in the Parking Garages, in the aggregate, by 10% or greater must be approved in
writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed}, and
Landlord may require the sUbmission of plans and specifications reasonably nacessary in
connection with Landlord's approval. The approval of Landlord of any plans or specifications
shall noi constitute approval of the architeGtural or engineering design, and Landlord, by approving
the plans and speci�cations, assumes no liability or responsibility for the architectural or
engineering design or fQr any resulting defect in any building or improvement constructed fro�n
such plans ar specificatians. Landlord agrees that Tenant may install and xemo�e, in Tenant's sole
ciiscretion, entry and exit gates�, payrnent equipment and related equipment, security cameras and
related equip�ent, signage, �r other �i�tures in order to facilitate and eantral parking within the
Parking Garages. Any signage must cornply with Cify of Fort Worth ordinances ar any other
applicahle law. All alteratians, addi�ions, and impro�ements made to, or fixtures piaced in ar
upon, the Premises shai[ be deemed a part of the Preznises and the proper�y of Landlord at the end
of the Terrn o£ the Lease; pravided, hor�vever, with Landlord's grioc written approval (such
approval n�t to be unreasonably wiihheld, c�onditioned or delayed), Tenant may �Iect to remove
such alteratians, additions, iraprovements or fixhares prior to the expira�ion or termizaation af this
Lease and shall repair any damage to the Prennises caused by such remo�+al; provided fizrther,
hovcrever, Landlard's approval shall not be required in connection with Tenan.t's removal of any
branding ar signage attached to the Premises ta tne exteni such removal does not necessitate
structural alterations to t�k►e Parking Garages. AII such alterations, additions, improvements, and
fixfuras not so rernov�d by Tenant shall remain upon and be surrendered vvitl� the Premises as a
part thereof at the termination of this LeaSe.
ARTICLE 2 — TERM
2.1 Term. The initial teran of tliis Lease (the "Term") sha11 be for a period of twenty (2Q) years,
s�bject ta any earlier termination of-the Lease as speci�cally provided in this Lease, commencing
an ti�e acquisition of the Prennises by Landlord from Subtenant under tha Purchase anci Sale
Agreement ("Cammencement Date"). Upon the establishnnent of the actual Commencement
Dat�, and of Rent as set forth in Section 3.1, Landlord and Tenant shall execute a Mezxaorandum
of Ren� and Cammencernent Date sn the form set forth in Exhibit "C", a#tac�ed hereto and made
a part hereof for a11 purposes.
2.2 Rene�val Ter�n. Tenant may xe�ew and extend the Term of this Lease for up #o four (�)
additional 20-year terms (e�.ch, a"Renewal Term"}, and each such renev�al shall be autornatic
upon the renewal of the Sublease for addi�ional 20-year Renewal Term in accardance witk� the
terms of the Subleasa.
2.3 Terraivatian of Purchase and 5ale Agreement. in the event the P�u�chase and Sale
Agreem�nt is terminated for any reason, this Lease may be terminated by Landlord effective
immediately upon Landlord providing written notice of termination to Tenant.
ARTICLE 3 — RENT
Paga � of 4Q
Parking Garages Lease CCLGC & CPW
3.1 Rent. For the use and occvpancy of the Premises herein grazited, Tenant agrees to pay
Landlord the Rent. The R�nt is calcUlated by determining the amouni that is higher ofthe Dabt
Se�rvice Rate and the Fair IVlarket Rent, and therefore cannot be calculated until af�er both the
Substantial Completion of the construction of the Par�ing Garages and the sale of the Bonds.
"Snbstantiai Complefian" shall have the meaning assigned to it in the Purchase a�nd Sale
Agreement. No mare than 45 days followung the date of Substantial Completion of the Parking
Garages, Landlord and Tenant shall obtain an appraisal or broker's price opinion ta determine the
Fair Market Rent far the Premises. Upon deternaination o� the Debt Service Rate and the Fair
Market Rent and the actual Commencement Date as set forth in Sectian 2.1, Landlard az�d Tenant
shaIl execu�� a Memarandum of Rent and Commancement Date. The �rst Rent payment sha11 be
paid in accordance �nvith the Memarandum af Rent, and each additional Rent payznent shall be due
monthly on or be%re the fifth {St�) c�ay af the month. Rent shall be paid to the Landlord, without
notice or dernand, at the address included in this Lease under the notice section cantained in Article
12, or as otherwise specified by Landlord in writir�g.
3.2 3�� Grant. The partie� agree that the 380 Grant provided by Tenant tio Subtenant as set forth
in the �ublease shall be paid directly ta Landlord, and Landiord shal� credit the amount of the 380
Grant to �he amount o£Rent owed. The Sublease shall contain a provision assigning the payment
of the 380 Grant from �ubtenant directly to Lan.dlord.
3.3 Failure fo Pay Rent. IiTenant fails to pay Rent in accardance with this section, the Landlard
shall provide Tanant a thirty (30) day written notice to make Rent payments, and if Land�ord
deIivers suci� writ�en notice, and T�nant fails to make such Rent payment within #hirty (30) days
of receipt of such written noiice, the Landlord m.ay consider such failure an event of deiault under
this Lease, and Landlard shall have the right to terminate this Lease in accardance �ith the
termination provision under Section I 1.1 of this Lease.
ARTICLE 4— MAINTENANCE OF PREIVIISES
4.1 Premises Maintenance. Landlord shail nat be responsible :for az�y repair, replacement, ar
rr�azntena�ce afth� Premises, iricluding but not limited to regular maintenance, capital repairs and
r�placements, building systems repairs and nnaintenance, roafs, stairwells, fau�dation, or walls,
and shall rnaintai� the Prerr�ises in good condition and repair. The parties agree that certain repair,
replacement, and maintenance of tha Premises shall he performed by or on hehalf of the Condo
Association in accardance with the dacurnents p�rtaining to tihe operation or governance of the
Condnminium. However, to the extent any repair, replacezn.ent or maintenance af the Premises
are not performed 6y or an behalf af the Conclo Assoeiation, Tenant shall repair, replaee, and
maintain the Prernises, provided tliat Tenant may assign all or a portion of its obligat�ons under
this Seetion 4.1 to Subtez�ant. xf Tenant ar Tenant's contractors or Tenant's �ubtenant fail to repair,
replace, or rnaintain the Premise� as required in this Section 4.1, Landlord will pravide notice of
necessary repairs, replacements, or maintenance to Tenant, and such repairs, replacements, or
mait�tenance shali be completed within thirty (30) days of receiving such notificatian or if such
repairs are incapable of being completed wi�hin thirty (30) da�s, within a reasonable time
thereafter, sa long as Tenant is diIigently pursuing or causing the diIigent pursuit af such repairs,
If Tenant fails to effect the required repair, replacement, or maintenance in accordance �vith this
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Parking Garages Lease CCLGC & C�'W
Article 4, Landiord has the right to send a secand notice stating in canspicuous type that Tenant's
failure to make such repairs within ten (10) days will gi�e LandIord the right to make such repairs
at Tenant's cost. I� Landlord delivers such a second notice and Ten.ant fails to make such repairs
after such additional ten (10) day period, then Landlord may elect to seIf perform the maintenance.
Landlord's cnst to perform the maintenance may be invoiced to Tena.nt as additional Rent in an
amvunt equal to the acival cost af Landlard.
4.2 Assignment of Intangiblc Person�l Pxoperty, Upon the execution and d�livery ofthis Lease
by Landlord and Tenant, ajl ofLandlord's right, title and interest, if any, in and to, the following
intangible personal property, but anly to the extent directly related �o or used soiely in connecLion
with the Prennises: (I) capies ofthe final as�built plans and specificatians and all other architectural
and engine�ring drawings, site plans and renderings for the Premises (#o the e��ent assignable), to
be provided in digital farmat; (2) any vvarranties and guaranties (including for workmanship,
materials and perfarmance) which exist or may e�ist with respect to the Premises against any
arehitects, cantractors, subcontraetors, suppliers and others {to the extentrassignable); (4) capies
of final surveys, as-built plafs, and third-party ez�gineering repor�s; and (5) go�ernmental permits,
approvals, licenses, ar sirnilar documents, if any and only io the extent assignable, excludin.g any
ofLandIord's rights and interests under this Lease, i�cluding, to the exten� applicable, copi�s of all
signed permits, the final rertificate of occupancy, and the aecessibility review performed by a
R�gistered Acc�ssibility Specialast and apprar�ed by the Texas Departrnent of Lic�nsing and
Regulations (collectively, the "Intangible Personal Property") are hereby assigr�ed and assuzx�ed
�y Tenant ur�til such time as this Lease expires or is terminated in accardance with the provisions
of this Lease.
4.3 Assignm�nt of Condominium Ri�hts. Upon the execution and delivery of this Lease by
Landjord and Tenant, any and all rights and obligations (including the ohligations to pay
asse5srnen#s as provided in the Condaminium Declaraiion), IiabiIities, iimitat�ar�s, rights, waivers,
benefits or burdens that are vested or ihat may in the future becozxae vested in ar upon the Owner
(as de�ined in the Condomin.iuzn Declaratian) oi Parking Garage Master Unit 1, Parking Garage
Masfier Unit 2, anci Parking Garage Master Unit 3, pursuant to the Condoaniniurn Dacuments are
hereby assigned an.d assuzned by Tenant and will automatically be the rights and obligations
(including the obiigations �o pay assassments as defined in the Condamiruum Declaration),
liabilities, Iimitations, rights, wai�ers, benefits or burdens oiTenani, until such time as ihis Lease
expires or is terminated in accordance with the provisions of this Lease.
ARTICLE S — TAXES
5.1 Taxes. Landlord owns tn� Premises as a transportation faciiity as set forth in the Texas
Transportation Corporation Act, Chapter �131 of the Texas Transporta�ion Code, and Tenant leases
the Premises for the gavernmantal function af operating a parking facility as described in Section
101 A215(a}(2S) of the Texas CiviJ Practice and Remedies Code. The Premises are anticipat�d to
be tax exempt; however, Tenant is abligated to pay any real esfate taz�es or paymer�ts in lieu ai
iaxes if the tax exempt stafias changes. Landlord agj-ees to usa aIl reasonable means to obtain and
maintain the t� exempt staius o� the Premises. Tenant recognizes and understands that the
Sublease may create a possessory interest subject to properiy taxation and the Premises may then
Page 7 of 40
Parking Garages Lease CCLGC & CFW
be subject to the payment af property taxes levied on such in�erest. Tenant agrees to pay or cause
to be paid t�es of any kind, including possessory interest taxes, t�aat xxi.ay be lawfully assessed on
th� leasehold interest hereby created and ta pay all other �es, excises, lieenses, permit charges
and assessments based an tl3e usage ofthe Pre�nises that may be imposed by law, all ofwhich shall
be paid when the sazne became due and payable and be%re delinquency.
ARTICLE 6— GENERAL COVENANTS OF TENANT.
6.1 Compliance with L�al Requir�ments. After the Commencement Date, {a) Tenant shall
comply with any and all applicable lavns related to the use, operation, repair, inaintenance,
replacement, and occupancy of the Premises and the c�eanliness and safaty thereof, and (b) Tenant
sha1J be the responsible entity as between Landlord and Tenant for institutir�g a plan of compliance
to ensure that the Prernises rer�aain in compliance with ihe ADA ar other simiIar federal or state
law applicable to the Premisas. Tenant acl�nowledges the Prezx�ises are sub3ec� to all
Gov�rn�nental Rules at any firr�e applicable to the 1'remises and that nothing in this Lease shall
cons�ituie or be deemed to constitute a waiver by the Landlord oi any such Govern.n�entaI Rules.
Tenant agrees ta abide by any Gaverz�.m.ental Rule within a reasonable time aft�r recei�ing notice
frozxa Landlard of any violatian of Governmental Rule�. Tenant shall pay all the costs, e�pe�ses,
fines, p�nalties and damages that may be imposed upnn Landlord by reason of or arising out of
Tenant's failure ta fully and promp#ly compiy with and o�iserve Gavernmental Rules ar that
Landlord may incur as a result of Tenant's breach of the above cavenants. Tanant shall gi�e
prompt notica to Landlord oi any notice T�nant receives frorn any governm�en�al body ar entity
with jnrisdiction aver the Premises regarding the viola#ian a� Governmental Rules with respeet to
the Pre�nises or the use ar occupancy thereof.
6.2 Tc�ant's Ruies and Regulations. T�nant shall have the right from tiume to #ime to de�elop,
irnplement, and enforce r�asanable rules and regulations �ar the use and care afthe Premises.
6.3 Enforcernent of Parking Garages IIse. Ten:ant shall be responsible t'or any and all
er�force�x�.ent against users of tl�e Parking Garages of any violations of the rules and regnla�ions
tl�erefor, including but nvt Iimited to, ticketing, towing, or booting of �ehicles. Any ticketing,
towing, or booting of vehicles sh�ll be per�ormed in accordance with all applicable laws. Subjeat
to tha terms and conditions of Section 1I.1 of this Lease, including, wifhout Iimitation, alI
applicable notice and cure periods, Tenant's continu�d failure to foLlow the Lar� as it relates to
ticketing, towing, or bnoting of vehicles sha11 be considered an event of default under this Lease;
provided, however, to the extent Landlord gives Tenant �vritten notice of Tenant's failure to follow
the law as it relates to ticketing, towing, ar booting, and Tezaant notifies Landtord that Tenant is
taking action to ensure future compliance with such laws, no defaralt sha11 exist.
6.4 Management of Premiiscs. Te�aant h�reby covenants and agrees that it wi11 perform ar cause
to be performed aLl aspects ofrnanagement far the operation of the Premises as a parking facility
in a clean and orderly znanner cansistent with comparable parking facilities within Fort Worth,
including but not limited to the management of sUbleases, anaintena.nce of the Premisas and a11
improvements thereon, colIectian of rent for subleases, and the implementatian Qf rules and
regulations applicable to the Premises. Tenant raay cantract with a third party to manage the
Page 8 of �U
Par�ing Garages Lease CCLGC & CFW
Paricing Garages. Tenani shall b� responsible for any and all management of the Premises, and
shalI ensur� that any third party hired to ta�anage or operate the Premises shall abid� by a11
applieable terms and conditions contained in this Lease. If a ihird party contraetor hired by Tenant
fails to rnanage ar operate the Premises in accordance with #his Lease, such issues will be brougt�t
to Tenant's attention in wri�ing, anci Tenant shall correct the prablem within thirty (30) days or as
quickly as possible thereafter if imgracticable �o correct such probiern within thirty (30) days.
Suhject to the terms and conditians of Section 11.1 of this Lease, including, withaut limitation, all
applicable notice and cure periods, failure of Tenant to properly manage the Premises in
accordance with the terms and conditions of this Lease shalI be considered an event of default
under this Lease. An�+ and a11 costs associat�d with the management o�the Premises shall be paid
by Tenant.
6.5 Entry and �z�spection; �n�ress and Egress. Landlord, [ts agents, e�npioyees, or servants, ar
any person �uthorized by LandIord, may enter the Premises for tk�e purpose of inspecting the
condition af sazne in a xnanner that shall r�ot unreasonaU�y interfere with the normal business
aperatians of Tenant. Except with respect to Landlord's self help rights expressly authorized in
Section 4.1 and Sectioza 6.6.3 af this Lease, La�dlord shall not perform any wark on the Premises
without the prior writt�n consent of Tenan# and Subtenant, arid, if appraved, such work sha11 be
conducted in a raanner that sha11 not unreasonably interfere with the normal business operations
of Tenant. In the event Landlord causes interferenee in Tenant's use of the Premises, same shall
be considered an event of default under this Lease. Tenant expressly agrees and shall ensure any
Subtenant expressly agrees not to unr�asanably withhold consent to Landlord a�nd its agents,
employees, cantractars, suppliers, representati�es, guests, licenses, and invitees, such rights of
ingress and egress to the Parking Garages as may be reasonably reguired under t�is Lease.
6.6 Environmental. As used herein, "Applicable Environmental Law" means any statutary law,
regulation, or case law pertaining to health ar the environment, ar oii or petroleum products, ar
Hazardous Substances, including wi�hout limitation: {i) CERCLA; (ii} the Ha.zaxdaus Materials
Transport Act as codified at 42 U.S.C. § 1801 et sey., as amended; (iii) the Resource Conservation
and Recovecy Act as codified at 42 U.S.C. § 6901 et seq., as amended; and any so-called
"Superfur�d" or "Superlien" law, or a�ny other applicable legal rec�uirement present�y in effect or
hereafter enacted. As :used herein t�e terms '�Iazardous Substances" and 'Release'" s�a�l have
the m�aning speeified for such terms in CERCLA; pravided, however, that (a) if CERCLA is
amended to broaden the meaning gf any term defined thereby, such broadened meaning shall apply
after tha effective date of sueh amendment; (b} to tk�e extent that Texas law establishes a meaning
far "Haz�rdous Substance" ar °'Release" that is broader than that speciiied in CERCLA, such
brnader meaning shall apply; and (c) "Hazardous Su6stances" shall alsa be defined to include
oil, petroleum products, extremely flammable substances, explosives, and radioactive materials.
6.6.1 No Rele�ses. Tenant shail not suffer, allc�w, permit, or cause the geaneratian,
aceumulation, storage, possession or Release of Hazardous Substances; provided, however, the
foregoing prohibition shall nQt be applicabl� to (i) Hazardous Substances that are present on the
Premises before the Comm�ncement Date, provided that Ten�at shall have the burden of proving
that such Hazardous Substances were present an the Premises befora the Commencement Date; or
Yage 9 of 40
Parlcing Gaxages Lease CCLGC & CFW
(ii) normal and reasonable amounis of cleaning and pest confrol supplies necessary for normal
maintenar�ce of the Premises as a parking garage so long as sUch mat�rials are prop�rjy, safely,
and lawfully stored and used by Tenant and the quantity of same does not exceed a"reportable
quantity" as defined under �0 C.F.R. 302, as amended.
6.6.2 Notif�catiaa of Releases. Tenant shall notify Landlord promptly upon Iearning: (i)
that �ny duty de�cribed in Sectian 6.6 of this Lease has been vialated; (ii) that there has been a
Release, discharge, or dispasal af any Hazardous Subsfance on any part of tke Premises; or (iii)
that the Premises or improvemenis thereon are subject ta any �ird-party claim or action because
of any environmental condition at the Premises or in or originating from the Premises or arising in
connection with the use of the Prernises. Tenarrt shall promptly provide Landlard with copies of
all correspondence to or from third parties regarding such ciairns or actions ar regarding
environmenta] conditions in or originating fram the Premises.
6,63 Remediation. In the event of a Release of any Hazardous Su6stance an, in, or firom
the Premises that was cansed by Tenant or any of i�s in�itees or s�tbtenants and not caused by
La�dlord, Tenant shall promptly causa tlie remediation of such Release and restore the Premises
to a condition that complies wi#h the provisions of tk�is Section 6.6. In the event of a Release of
any Hazardous Suhstance on, in, or from the Prcmises that was caused by Landlord or any of
Landlard's employees or coniractors, Lan.dIord shall paronaptly cause complete remediation Qf such
Release and restore the Premises to the condition that existed priar to the Release. If Tenant f�ils
to commence remediatian within a reasonable time afte� learni�g of such Release or
noncampliance with Applicable Environmental Lac�vs, Landlord and its a�ents sl�all have the right,
but not the obligation, to enter the Prernises to commence and diligently pursue remediation of any
environmental cgndition an the Premises to comply wiih all Applicabie Environmental La�+s
during which time Tenant shall not be e�titled to any abatement of Rent.
6.6.4 Costs. Tenant shall �pay any j►adgments, fiu�es, charges, fees, damage�, losses,
penalties, dernands, actions, cosis, and expenses (including, without lirnitation, legal fees arad
expenses), remedial and response costs, rean.ediation plan preparation costs, and any continuing
moniioring ar closuce costs arising from or perta.ining to the application of any Applieable
En�ironrnental Law to the Premises due to a breach of Tenant's obligations under this Section 6.6.
Tenant shall release t�ie �.andlard of and from any and all Iiabilities (including strict liability),
judgments, fines, charges, fees, damages, loses, panalties, demands, actions, costs, ar�d e�pen�es
(including, without li�nitation,legal %es and e�penses), rernedia� and response casts, remediation
plan preparation costs, and any continuing monitaring or closure costs incurred or suffered �y the
Landlard, or asserted by any third parky against the Landlard, due to th� breach of Tenant's
abligatio�s se� %rth in this Sectian 6.6.
b.6.5 Surrenc�er. At the expiration or earlier tez�nnination of fhis Lease, Tenant shall
return the Premises to Landloxd free ni any known Hazardaus Substanc�s in, on, ar from the
Prem�ses that wer� not placed on ihe Premises by Landlord or present on the Prernises priar to the
Corrxaaaencezx�:ent Date.
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Parking Garages Lease CCLGC & CFW
6.6.6 Survival. The provisions of this 5ection 6.G shall survive the expiratior� or earlier
terrnination of this Lease until such time as Tenant has provided an environmentiaI site assessment
from a cammercially rea�onable third party vendor stating ihat there are no recognized
environmental canditions at the Premises that were not in exist�nce as af the Cornmence�nent Date.
6.7 Condemnation or Taking. If all or any part of the Prerr�ises shall be subjecx to a Taking, then
in any such e�ent, the entire compensation award tharefor (collectively, the "Condemnation
Proceeds") shall be dividad as follows: (i) Tenant shall receive a portion oi such Condemnaiion
Proceeds s�affzcienf to fully compensate Tenant far the diminution in valUe of the IeasehoId created
hereby, plus the diminution in value of the other portions af the Project owned by any Subtenant
that was entitled to the use of the Prenrzises to the extent such diminution in value vvas caused by
the Taking; and (u} Landlord shall receive any remaining portion of the Candemnation Proceeds.
If substantially alI of the Prexnis�s is subject to a Taking, the Lease wi11 end as of the date af tlae
Taking, a.nd al1 Rent will ba abated as of such date; provided, however, that such termination shalI
be without prejudice to the rig�ts of Landlard and Tenant {n:r �ubtenani) to recover just and
adequate compensation from any condemnor. If less than substantially the entire Premises is the
subject of a Taking, and if restoaration of fhe improvements is permitted or required pursuant to the
Con.daminiu�n Documents, Tenant shall be entitled to received all Condemnation Proceeds and
sha11 pramptly commence at�d proceed with diligenc� ro repair or reconstruct the remaining
improvemen�s to a complete architectural unit or units, including, without limitation, ternporary
repairs, changes and instaliations required to accomrnadate the Subtenant and all other work
incidental ta and in connection with a11 of the foregoing; provided, hawe�er, Tenant shall in no
event be required to restare any portian af the common elements unless such restaration is
expressly required to be periarmed by the Owner of the Premises pursuant ta the Condominium
Doeuments. If less than substantially the enfire Premises is the sub�ect of a Taking, the Rent will
be equitably adjusted as o�'the dat� of the Taking and this Lease will otherwise continue in full
force ancl effect. Noiwithstanding tlae foregaing, if a Taking occurs of so substantial a part of the
Premises that Tenant concludes, in its reasonable discretion that it is ir�npracticable to continue to
operate the Premises, then Tenan.t, at its option, rnay terminate this Lease by notifying Landlord
and speci£ying a date nQt earlier than thirty (3 D) days after the date of such notice as of wk�ich date
this Lease �cvill terminate. On the termination of this Lease under this S�ction 6.7, all Rent will be
abated as ofthe date of termination, In addition, in connection with any Taking, Tenant shall have
the righ� to claim and reco�er from the condennning authority such cnmpensation as may ba
separately awarded or recoverable by Tenant in Tenant's own right on account of any and ali
daznage to Tenant's business by reason of the Taking and for or on account oiany cost or loss that
Tenant might incur in removing Tenant's merchandise, furniture, fixtures, leasehald.
impro�ements anr� equipment (eollectively, "Tenant's Recovery"j. Notvvithstanding the
foregoing to the conirary, if the Co�dominiurn Documents require that the Condemnatian Proceeds
be deposited wiih a condemnation trustee under the Car�doininium Documents, then Landlord and
Tenant shall comply with such requirements in accordance vvith the Condom�inium Documen�s. If
the proceeds of the Condemnation Proceeds are deposited with a truste� pursuant to the
Condominium Docunnents, then the Condemnation Proceeds shall be distributed pursuant to the
Condominium Documants. If either Tenant or Landl4rd receives notice of any proposed or
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Parking Garages Lease CCLGC & CFW
pendir�g Taking of all or any part of the Premises, the parry recei�ing such notice shall promptly
notify the other, along with Subtenant and the SubleasehoId Mortgagee, in writin�. Thereafter,
Lar�dlord and Tenant shall coopara�e with each other, and with Subtenant and/ar Subleashold
Mortgagee, to appear and participa�e in ar�.y and aIl hearings,lxials and appeals relating to such
condemnaiion proceeding to protest same and/ar to m�imize th.e compensation, awards and the
lik�; provided, however, that each party shalI be responsible for its ovvn costs and expenses
incu�reci in connectior� tl�erewith (including, without limitation, attorneys' fees and eosts of suit}.
Landlord and Tenant agree that �ere shall be no settlement o� any cond�mnation award or
proceeding witk�out the prior writ�en consent of Subtenant and the Suhleasehold Mo�gagee, s�ch
consent not to be unreasonahly withheld, conditioned oc delayed.
6.8 Amendrnents. This Lease may not be ohanged, zxaodified, discharged or extended except by
written instruznent duly executed by an authorizeci representative of Landlord an.d TenanC ar as
otherwise provided herein.
6.g Open Reeords Act. Each party acknowledges that �he Central City Loca1 Governmeni
Corporation and the City of Fart Wor�h is subject to the Texas Public Info�rnation Act or any
equivafent or successor statute and that this Lease is considered public in%rmation and a pu�lic
record for putposes of the Texas P�blic Information Act.
b.10 Intentionally O�naitted.
b.11 No Obnoxious Odors or Nuisance. Tenant agrees that it shall not
6.11. � Cause or permit nbnoxious or o#%nsive adors ar fumes to emaa�ate or he
dispelled from the Premises;
6.11.2 Cause or permit �ndue aceumulatians af garbage, trash, rubbish or any of.her
xefuse in, on or about the Prernises; or
6.113 Cause, create, maintain or p�rmif any public or private nui�ance in, on or
about the Premises.
5.I2 Liens. Tenant agrees not to a11ow or sufFer any mechan.ics' or znaterialmen's lien to b�
imposed upon the Pre�ises or upon an� equiprnent, improvements or property owned by Lancilord
lacated thereon by, th�ough or under T�nant without pramptly discharging the same, provided that
Tenant, if so desiring, may have reasonable opportunity to contest the validity of the same.
La.ndlard agrees na� tn allow or suffer a mechanics' or rnaterialrnen's lien to be imposed upon the
Premi�es ar upon any ec�uipment, improvements or property Iocated thereon occurring by, through
ar under Landlord. TENAI�T AGREES TO RELEASE LANDLORD FROM ANY CLAIMS
FOR MECHAIVIC'S, MATEItIAL �UPPLIER'S, OR OTHER LIENS IN CONNECTION
WITH ANY ALTERATYONS, REPAIItS OR CONSTRUCTION �N THE PRENIISES, OR
MATE�2IALS F'URNISHED OR OBLTGATIONS INCURRED BY OR FOR TENANT.
ARTICLE '� — iITII�ITIES; SERVICES
71 Provision of Ut�ilities. Tenant shall be responsible for pro�ic€ing to tne Premises all public and
private utilities deemed necessary by Tenant for the normal Qperation of the Parking Garages,
1'age 12 af 40
Parking Garages Lease CCLGC & CFW
inclUding commu�ications, electric, water, heating and air conditioning {as appropriate for the
season in the el�vaior), Yrash removal and other utility services to the Prer►�ises desired by Tenant.
Tenant shalI be responsible �ar ail cos�s related to the installatinn of or modification to all utiliiie�
and a�y angoing costs related to providing such ut�lities to the Premises.
ARTiCLE 8— INDENINITY AND IN�URANCE
8.1 Inde�nnity. [D�leted by agreement of the parties.]
8.2 Waiver of Liabilitiy. LANDLORD SHALL NOT BE LIABLE IN ANY MANNER TO
TENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTIIER PARTY' 1N
CONNECTION WITH TIIE USE 4F THE PRENIISES BY ANY OF THEM, FOR ANY
IN.�URY TO OR DEATH OF PER�ONS UNLESS CAUSED SOLELY BY THE W�fL,LFUL
NIISCONDUCT OR GROSS NEGLxGENCE OF LANDLORD. IN NO EVENT SHALL
LANDLORD BE LIABLE IN ANY MANNER TO TENANT OR ANY OT[]:ER PARTY AS
THE RESULT �F THE ACTS OR ONIISSIONS OF TENANT, ITS AGENTS,
EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN C4NNECTION W�TH
THE USE OF TIiE PRENIISES BY .ANY OF THEM. ALL VEHICLES AND ALL
PERS4NAL PROPERTY WITHIN VEHICLES USING THE PRENIISES, WHETHER
Pi7RSUANT TO TffiS LEASE OR 4THERWISE SHALT; BE AT THE RISK OF TENANT
OR �USTENANT ONLY, AND LANDLORD SHALL NOT BE LIABLE FOR ANY LOSS
OR THEFT OF OR DAMAGE TO PROPERTY OF TENANT, IT� EMPLOYEES,
AGENTS, PATRONS, INVITEES, OR TO OTHERS, REGARDLESS OF WHETHER
SUCH PROPERTY IS ENTR.USTED TO EMPLOYEES OF LANDLORD OR SUCH LOSS
OR DAMAGE IS OCCASIONED BY CASUALTY, TFIEFT, OR ANY OTHER CAUSE OF
WHATSOEVER NATURE.
8.3 Insurance.
8.3.1 Commercial General Liability Insurance. Ti�e City of Fort Worth is basically a
self funded entity and as such, generally, ii does not maintain a camnnercial liability insurance
policy to cover premises liability. Damages for which the City af Fort Worth �+ould ultimately be
faund liable wot�ld be paid directly and primarily by the City of Fort Warth and not by a
commercial insurance company.
8.3.2 Properfy I�snrance. Dwing the term of t�e Lease, Tenant sha.11 cause to be
ma�ntained in force, at no e�pense to the Landlord, a poliey of insurance against loss or damage
by fire and such other perils as are covered by a"extended coverage" or "broad peril" enc�orsement
a�aiiable in the State of Texas; provided, however, thai Tenant may assign alI or a pa�tion af its
obligations under this Section 8.3.2 to Subtenant, and Sub�enant may, in turn and as r�qair�d under
the Condominiurn Declaration, cause ihe Conda Association to carry such portion of the insurance
r�quired herein. Landlord shall be named as an additior�al insured on such policy of insurance,
and the Subleasehold Mortgagee shall be named as required by its loan documents.
8.3.3 Snbtenant Insurance. Notwithstanding anything to the cantrary herein, the
satisfaction oi the insurance requirements set forth in the Sublease and in the Candorninium
Pag� 13 0�' 40
Parking Garages Lease CCLGC & CFW
D�eclaration by Tenant, Subtenant and/ar thE Condo Assoeiation sha11 be deem�d to satisfy the
insurance requirements of Tenant pursuant fa this Lease.
ARTICLE 9— SUBLETTING AND ASSIGNIV�NT
9.1 Manda�ory Sublease. At all times during the Term, Tenant sh:all sublet the Pretnis.es to
Subtenant on the terms and conditions set forth below. Any and all subletting shalI be subordinate
to this Lease.
9.1.1 Subtenar�t shall pay the Sublease Paytnent, with the difference between the
�ublease Payment and the Sublease Rent pa.id on behalf af Subtenant throngh the 38a Grant.
9.1.2 The Sublease sha11 be triple net, �rith Subtenant being responsit�le for the costs of
the aperation af the Premises and the payment of all property taxes (if any), insurance, and
rnai�tenance af the Premises .
9.1.3 Subtenant sha11 pay ta Sublandlord annually the Garage R%��nues (as def ned in
the 380 Agreement).
9.1.4 Subtenant shall, upon written notice from Sublan:dlord, pro�ide to Sublar�dlord
reasonable access ta financial records relating to the operation of the Parking Garages in a form
and on tern�s speeified in the Sublease.
9.�.5 The Sublease shall contain a requirement for Public Spaces.
9.1.6 The Sublease shall contain an assignment of the Option and Righ� of First Refi�sal
set forth in Article 19.
9.2 Subiease and Ass�gnmen�. Tenant shall not be allowed to sublet or assign this Lease, e�cept
as s�t forth in Section 9. i, without the prior �vritten consent of Lancilord, which consent will not
unreasanably be withheld. This Lease is hinding upon and inures to the benef�i of any af T�nant's
successors and, to the extent assignmant may �e approved by Landlard herezander, Tenant's
assigns. Nothigg cantained herein shall prohibit Tenarit dr Subtenant t'rom licensing or subl�asing
parking spaces for the purpvse oi parking vehicles in compliance with the allowed use of the
Prenn.ises iza accordanc� with the pra�isions herein.
ARTICLE 10 — NON-DISCRI�M�NA'T[ON
10.1 Tenant Shall Not Discriminate. Tenant, for itself, its personal representaii�res, assigns,
contractors and suceessors in interest, as pa�t of the consideration herein, agrees that in the
performance of Tenant's duties and obligations hereunder, it shall not discriminate in the treaiment
or employment of any individual or group af individuals on any basis prohibited by law.
ARTYCLE 1I —REMEDIES, �URRENDER, AND RIGHT OF RE-ENTRY
1 l.1 Land�nrd's Remedies. Upon the occurrence of any eveni of default by Tenant under this
Lease, if such event ofde£ault continues for a period of sixty (60) days after Tenant receives written
noiice of such default from Landlord (or ifthe same cannat reasonably be cured wifhin such 60-
day period, then such GO-day period shall be extended for such Io�ger period a� tirne as 15
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Parking Garages Lease CCLGC & CFW
reasonably necessary to cure such default, so long as Tenant comxnences sueh cure within such
60-day period and th�reafter continuously prosecutes the same with diligenc� to cornpl�tion, but
in na event more than an additional 180 days), Landlard's sole remedies against Tenant shall be:
(i) to specifically enforce the obligations of Tenant under this Lease a.nd recover all casts, expe�ses
and reasanable attorneys' fees incurred by Landlard in connectian with enforcing this Lease, (ii)
reco�er Landlqrd's actual damages %r such even� of defauit and recover aiI costs, expenses and
rea�onable atiorn�ys' fees incurred by LandIard in conn�ction with such reco�ery, or {i�i) perform
or cause ta be performed any act or obligatian to be performed by Tenant under tltis Lease and
recover from Tenant alI casts and expenses paid or incurred by LandIord in connection with such
performance. Except as expressly set farth belaw, Landlord shall na� have the right to terminafe
this Lea�e ar interfere with Tenant's right to possess the Premises.
LandIord sha1l have the aption to terminate this Lease in the event of Tenant's default for failur�
to pay Re�nt, as described in Sectian 3.3 abave, at�d Tenant's breach of Tenant's obligation to
provide public parking pursuant io Seciion 1.2 abo�ve, subjeet to the giving of aIl notices and
Tenar�f's failure to eure within an� applicable cure periods outlined in this Lease, Unless otherwise
expressly set forth in this Lease, (i) after such event of default for failure to pay Rent, Landlard
will pz'ovide Tenant sixty (6�) days" written notice of Laridlord's intention to terminate this I.ease,
and (ii) after such event of default for Tenant's breaeh of the p.ublic parking requirements set forth
in Sectlon 1.2, Landlord wiil provide Tenar�t 180 days' written notice of Landlord's infiention �a
t�rminate tihis Lease, which writt�n notice fram Landlord shall clearly identify all alleged defaults,
and all alleged required cUrative actions. If Tenant, Subtenant or any Subleasehotci Mortgagee
cures the de�ault within tha periad describec3 abova, Landlard shall no Ionger have the right to
terminate tnis Lease on account of such default.
In the event of a termination of the Lease under thi5 Sectian 11.1 and provided eitk►er (i) a
Subtenant is not in d�fauIt o� its Sublease or (ii) a Sublea.sehold Mortgagee (as defnecl in the
Sublease) has provided notice ofthe assuanption ofthe Sublease by Subleasehold Mortgagee or by
another person identified by Subieasehold Mortgagee Under �-lrticl� 16 of th� Subleas�, Landlord
shall gi�e written notice to Subtenanf and any Subleasehold Martgagee of fhe tennination and
allaw Subtenant or Subleasehold Mortgagee, as applicabl� and in accordance with the Sublease,
to attorn to Lar�dlard and to continue to use, poss�ss, and occupy the Pre�aaises upon all of the
terms, covenants, eonditions, and agreements set forth in the �ublease for the rernainder a� the
term of the Sublease. Landlord hereby recognizes the rights and lirnitations of a Subleasehold
Mortgagee to assume or to cause anather person to assume the obligations of tile Subtenant under
Article 1G ofthe Suhlea�e.
Notwithstand�ng anything herein to the contrary, in tl3e event Landlord elects to tern�tinate this
Lease under this Section 11.1, Landlnrd hereby acknowlsdges and agrees tha� Subtenant sha11 hav�
the right, irrespeetive of the expiration of any applicable eure period de�cribed above and the
pz'ovision in Section 19.1 below restricting the exercise a� the Option set iarth in Section 19.1
belaw until the 20th year of tl�e initial Tern�, to exercise such Option to purchase the Prennises in
accordance with Section 19.1.2 below, by delivering written nntice to LandIord of Subtenant's
eleeiion to eXercisa the Option to purchase the Premises. The applicable default notice and cure
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Parl�ing Garages Lease CCLGC & CFW
periad set forth herein above (and, as a result, the Term of this Leas�) shaIl be extendeci as
necessary ta afford Subtenant the ability to exercise the Optian in accordan.ce with the applicable
terms and provisions set forth in Seetion 19.1 beiaw.
11.2 Termination by Tenant. After twenty (2Q) years, this I,eaae may be terminai�d by Tenant
at any time without cause after praviding the Landlord sixty (60) days' no#ice af Tenant's intention
to terminate �his Lease. Further, in the event the Purchase and Sale Agreernent is terminated for
any reasan, this Lease shall automa.tically terminate.
11.3 Termi�ation by Agreement of t�►e Par�ies. The parties rnay agree at any time ta terminate
this Lease. Any agreement to ierminate must be written and sig�ed by an authoriz�d represantative
of both pax�ies, shall specify a tertninatian date arid mus� inciude ti7e joinder of consenf from any
�ubtenant and Subleasehold Mortgagee.
11.4 No Refnnd of Rent Upon Terminatio�. Any Rent paid under this Lease wilI not be refunded
upon terrriination of the Lease no matter the reason for termination. Any fees or outstanding Rent
due upon termination of the Lease shall be paid immediately by Te�ani upon receipt �f notice to
tertninate.
11.5 Surrender. Upon termination of this Lease or upon axpiration of the Term, Tenant shall
vacate the Prernises and surrender Premises to Landloard ir�=good condition and repair (ordinary
wear and tear and damage by fire and other perils cov�rcd by standard fire and extended co�erage
insurance only excepted}. Subject to Section 1.4 abave, all such alterat'rons, additions,
impro�ements, an:d fixtures shall remain upon anc3 be surrandered with the Premises as a part
thereof at the te�rninatian of this Leasa. All of Tenant's personal property shall be removed from
the Premises upon expiratian or te�ninatinn of this Lease.
11.6 Wavier of Landlord's Lien. Landlvrd hereby waives any and a11 rights it may have ta assert
a lien against, or security interest in, any of Tenat�t's personal property, whetl��r situaEed on the
Premis�s ar not, including, without lir�aitatian, the statutory �andlord's lien pursuant to Chapier 54
of the Texas Properiy Code, and any security interest under the Uni�orm Commereial Code 'rn
��fect in the State of Texas.
i 1.7 LandIord Default; Tenant Rezuedies. If Landlord is in default of its obligations under this
Lease, Tenant or any SubleaseY�old Mortgagee may notify Landlard, in writing, of such default
and Landlord shall haVe thirty (30) calendar da.ys after receipt of such written notice in which to
cure such de�ault (ar such shorter period of time as may otherwise be e�pressly set farth in tlus
Lease); pro�vid�d, however, that if such default is not reasonably capable of being cured within
such thirty (3Q) calendar day period, then Landlord shall have such additional time as shall be
reasonably necessary to remedy such default, provided that during such time Landlard is
continuously and diligently pursuing the remedy necessary to cUre such default. The failure of
Landlard to cure the default within such th.irty {30) calendar day period, or coniinuously a�nd
dilige��tly to proceed ta cure such default if such default is not capable o£ being cured within such
thirty (30) caI�ndar day period, shall avail Tenant tQ all remedies available at law and in equity, as
well as the right to recover all costs, expenses and a.ttorneys' feas incurred by Tenan.t in conraection
with sueh recovery.
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Parking G�rages Lease. CCLGC & CFW
Notwithstanding anything in the foregoing to the contrary, if Landlord fails to cure any
breach or default by Landlord under this Lease within the t'rme periods set forth above in this
Section 11.'1 after receipt of written notice from Tenant (except in. the instance af an emergency
event ihat threatens the health of safety of any person, in which event prior written notice sha1l not
be required), then Tenant may cure any such breach or default, ar�d the commercially reasonable
out-of-pocket funds costs and expenses expended by Tenan� to effectuate such cure, plus ten
percent (10°/4) af such out-of-pocket expenditures for special handling, supervisian, and ovechead
{"Tenant's �elf-Help Cost'� shaIl be due and paya.ble by Landlord ta Tenant thirty (30) days
following Landlord's receipt from Tenant of a reasonably detailed in�oice of Tenant's Self-Help
Costs expended by Tenant ("Tenant's Iuvoicc"}. At Tenant's electian, T�nant may deliver
Te�ant's invoices as Tenant°s 5�1� Help Cost are expended ar group Tenant's Self-Help Costs as
Tenant may choose. Notwithstanding the foregoing, if Tenant's Se1f-Help Costs are nat paid when
above provided, Tenant rnay offset against tihe Rer�t thereafter beca�ning due hereunder, Clae
amount of the Tenant's Self-Help Costs that are past due. Ali reinedies of Tenant under t1�is Lease
are cumulative and may be exercised together or in any sequence.
ARTYCLE 12 — NOTICES
12.1 Notiees. Any notice pursuant tn thss L�as� shall be given in writing by {i) personal delivery,
or (ii) reputable overnight delivery service with proof of d�livery, ar{iii) United States Mail,
postage fully prepaid, registexed or certified maiI, return receipt requested, or (iv) by electronic
mail and followed by written notice outLined above, sent to the intended addressee at the addre�ss
set farth below, or to such other address or ta the attention of such other person as the acidressee
shall have designated by written notice sen� in accordance herewith, and sha11 be deemed to have
been given either at the titne of electranic anail receipt, personal deliv�ry or, in the case of
e�edited delivary service or mail. Unless changed in accordance with the prec�ding sentence, the
addresses for notiee� givan pursuant to this Lease shall be a5 follaws:
Tf to Landlord:
CCL�C
Attn: Econornic Developmeni Department
200 Texas Street
Fort Warth, Texas 76102
Email: �Robert. Sturns@fortworthtexas.gov
With Co�y to:
C'rty Attorney's Office
City of Fort Worth
Attn: Leann Guzrnan
2pQ Texas Street
Fort Worth, Texas 76102
Email: Leann.Guzman@fortwortktexas.gov
If t� Tenant;
City of �ort Worth
Page 17 of 4D
Parking Garages Lease CCI.GC & CFW
Attn: Property Management Office
900 Monroe Street
Fart Worth, Texas 76102
Ernail: Mark.Browr�@fortwartlatexas.gov
Wjth Copy tv:
City Attorney's Of�ice
City of Fort Worth
Attn: Lcann Guzman
20d Texas Street
�'Qrt Worth, Texas 76102
Email: Lea.nn.Guzman@fQrtworthtexas.gov
With Copy of all default notices to Subtenant at:
c/o Crescent Real Estate LLC
777 Main Street, Suite 226a
Fort Worth, Texas 76102
Attn: Legal Department
Ernail: alombardi@crescent.com
and to:
Winstead PC
2728 N. Harwood Stxeet
Suite SDO
DaIlas, Texas 752a1
Attn: Mike Alessio
Email: male�sio@winstead.cona
ARTICLE � 3 — HOLDING OVER
13.1 Holdov�r. Tenant shall deiiver and surrender to Landlord possession of the Premises upon
the expiration or ear[ier termination of the Lease, in the condition required by this Lease. Should
Tenant ar any party claiming ur�der Tenaz�t remain in passessian of all or any part of the Premises
after any expiration or earlier terrnination of this Lease, no tenancy oc interest in the Premises
shall result therefrom but such holding over shall be an unlawiul detainer and all s�ch parties shaIl
be subject to immediate ��iction and reinoval, and Tenant shall pay Landlord, without derr�and, a
sum eyual to 150% of the Rent as specified herein then payable at the tirne af expiration or eariier
termination oi tY�is Lease, far any period during uvhich Tenant shall hold the Premises a�er the
stipulated Term sha11 ha�re terminated.
ARTICLE 14 — INVALID PR4VISYONS
14.1 Uuenforceable or Inapplicable Provisio�s. If any pra�vision hereaf is for any reason
unenfarceable or inapplicable, the other provisians herec�f will remain in full force and effect in
Page 18 of 40
Parking Garages Lease CCLGC & CFW
the same manner as ii such unenforceable or inapplicable pravision had never been contained
herein.
ARTICLE 15 — LEASEHOLD MORTGAGES AND SUBLEA�EHOLD MORTGAGES
15.1 Leasehold Mortgages Not Anthorized; Subleasehold Mortgages Authorized. Tenant
will not be entitl�d to mortgag�, pledge, grant, deed(s) of trust, or otherwis� ancumber all or a
partion ofthe 1�asehold estate created hereby or any por�ion ofthe right, titla, and inierest ofTanant
under this Lease without the prior written apprnval of Landlord a.nd S�btenant. S�btenant will be
entitled at any tirzle and from time ta tur�e, without L�t�dlord's consent or approval being required
for same, an terms and conditions determi�ed by Subtenant in Subtenant's sole discretion to be
appropriate, to mortgaga, p3ecige, graz�t deed(s} o£trust, or otherwise encumber al1 or auy portian
ofi the subleasehold estate created by the Sublease and all or any portian of the right, title, and
interest of Subtenant under the Sublease (including Subtenant's interest in an.y inaprove�nents and
aIl rights to purchase hereunder), and to mortgage, assigri, hypothecate, or pledge it as securrty for
the payrnent of any debt to any holder of a promissory note or other evidence�of indebtedne�s (such
notes, mort�ages, deeds oi trust, and other documents evidencing and securi_ng such �oans
hereinafter referr�d to as a"Subleasehold Mortgage" and any holder(s} of a Subleasehold
Mortgage as a"Subleasehold Mortgagee"), all of which shalt be subordinate to the Landlord's
in�erest under this Lease. Landlord shall cooperate with requests far additional documentation
requir�d by any Snbleasehold Mortgagee in connection with Subtenant obtaining the Suhleasehold
Mortgage ar Subleasehold Mortgages and, withaut lirniiing the gencrality of the far�going,
Landlord shall, upon reanest, exeeute, acknowledge and deliver to each Subleasehold Mortgag�
an agreement (satisfac�ory in form and content �b each Subleasehdld 1VIortgagee) heiween
Landlord, Tenant, Subtenan# and such �ubleasehald Mortgagee (or proposed Subleasehold
Mortgagee) evldencing, ratifying and �onfirming all the provisions of this Article 15 andlor the
applicable provisions in the Sublease; provided, k�owe�er, the provisions of tkiis Article IS shall be
self-exeeuting without the necessity of any additional instrument.
After the execution and recordation of any Subleasehold Martgage, Tenant, �ubtenant or
the Subleas�hold Mortgagee must notify t1�e Landlord and Tenant in writing that a Subleasehold
Mortgage has been gi�v�n and executed �y Subtenant and must furnish tlie Landlard and Tenant
with the address to �rhich copies of notices should be mailed. The Landlord agre�s that it will
thereafter give to the Subleasehold Mortgagee, at the address so �iv�n, duplicate capies of any and
atl notices in writit�g that the Landlord may fram fime to tirne giva or serve upon Te�ant under and
pursuan.t to the terms and provisions of this Lease. Na natiee af default or notice of intentian to
tern�inate this Lease gi�en by Landlord ta Teraant s�a11 be valid Qr effective unless a capy of each
such notice is given to Subtenant and each such Subleasehold Mortgagee.
No Subleasehold Mortgagee will be or become liable to fihe Landlard as an assignee of this
Lease or otherwise u�ntil it expressly assumes such liability in writing, and no assumption tnay be
inferred or result from foreelosure or other appropriate proceedings in the nature thereof, or, as the
result of an� other action or remedy provided for by any Subleasehoid Mortgage or other
instr�ament executed in connection with the Sublea.�ehold Mortgage or from a conveyance from
Tenan� pursuant to which the purchaser at foreclosure (or grantee or transferee in lieu thereo�
acc�uires the rights and interests of Tenant Under the terms of this Lease, provided the obligations
of Tenant are iulfilled,
Page 19 of 40
Parking Garages Lease CCLGC & CFW
Landlard agrees t�at it sl�all not terminate this Lease during any tinae that a Subleasehold
Mortgagee is either attempting to foreclose upon the subleasehold estate; is at�empting ta abtain
possession of the Premises; or is in the pracess of commencing to exercise ar�s exercising any
other remedies granted to it under its Subleasehold Mortgage or is negotiating the terms of a zaew
Su6l�ase pursuant to the terms dascribed therein, provided that such Subleasehold Mortgagee ia
attempting in gaod faiih and with due diligence to exercise its remedias or obtain possessiQn ofthe
Premises; and (B) such Subleasehold Mortgagee is comptying with Article 15 of the Sublease by
�aying Tenant all surns {including applicable la�e charges imposed under tha Subleasa) necessary
to cure any �nor�eta�y default und�r the Sublease. Landlnrd hereby agrees to provide notice t�f any
default hy Tenant under this Lease to each Subleasehold Martgagee whose name and addre.ss has
k�een provided to it and is designated as Subleasehold Mortgagee pursuant to this Article 15. In
the event of a.ny default by Tenant (after exhaustian of the cure perinds), Landlord shall refrain
fram exercising any remedy with respeet ta such default unless and until (1) with respect ta any
default concerning the ohligation to pay Rent, Landlord shall give a fi.irttaec.written notice thereof
to Sublea�ehold Mortgagee and such default remains uncured at the expir�tion of th.irty (30) days
after Subleasehold Mortgagee's receipt of Landlord's written notice of such default; and (In with
respect to any other default, Landlord shall give a further written notice thereof to Subleasehold
Mortgage� and such dafault remains uncured at the ex�iration of ninety (90) days afier
Subleasehnld Mortgage�'s receipt of Landlord's written notice� of such default; providad, however,
that if such non-monetaty default cannot with diligent efforts be cured within ninety (90j days,
Subleasehold Mortgagee shall have additional tim� to cure so long as Subleasehold Mort�agee
eommences action to remedy such failure promptly follnwing sucl� notiee and diligentiy prosecutes
such actian ta completion. Landlord agrees to accept perfo�ance by Subleasehold Mortgagee oi'
any covenant, condition ox agreeznent on Tenant's part ta be performed u�der �his Lease {whether
prior to or after any default by Tenant) �+iti� �he same force and effect as tho�gh performed by
Tenant. It is understood t�at Subleasehold Mortgagee is not obligated to cure defaults by Te�ant
under this Leasa.
15.2 Nevv Parking Garages Lease. Not�ithstanding any contrar� provision heraof, upon
termination of this Lease for an� r�ason prior ta the expiration of tha Sublease (including, without
limitation, baukruptcy of Tenan� or Subtenant), Subl�asehold Mar�gagea shai] ha�e tl�e exclusi�e
right and optian, exer�isable by deii�ery of natice ta Landlord within fifteen {15) days �olla�c+ing
receipt by Subieaseholci Mnrtgagee oi notice from Landlord of the termination h�reof, to elect to
receive, in its awn name or an affiliate, from Landlord a new parking garage Iease (ihe "New
Lease") for the Premises for the unexpired balance of the Term. T`he New Lease will be on �he
same terms anc� conditioz�s as herein provided and executed to be effective as of the date of
termination of this Lease by Subleasehold Mortgagee and Landlard within t�irty (3Q) days of
receipt by Subleasehold Morkgagee of such notice from Landlord of the termination hereaf;
provided, however, that in such event, Svbleasehold Mortgagee shall pay to Landlard at the time
of the execution and delivery of the New Lease any and all sums (including applicable Iate charges
irnposed heeeunder) necessary to cure any monetary default pursuant ta this Lease but for such
termination. IC is understood that Subleasehold Mortgagee is not obligated to cure defa�lts by
Tenant unr�er this Lease. Notwithstanding the foregoing, at Landlard's eleation, Landlord may
elect to enter into a new Ieas� �rith Tenant permitting Tenant to �rant a new sublease to
Subleasehold Mor�gagee under S�ction 15.2 of the Sublease.
Page 20 af 4p
Farking Garages Lease CCLGC & CFW
After any termination af this Lease after which Subleasehpld Mortgagee has the right to
obtain a IVew Lease as provided in this Section 15.2, far so lang as Subleasehoid Martgagee has
sUch right, Landlord s�aIl not terminate any subleases or the rights of any subtenant except ix� the
case of a default under any such sublease. During said time period Landlord will not collect or
receive ren�s from any subtenant.
153 Automatic Stay. If, during the period described in Sections 15.1 and 15.2 above,
�ubleasehold Mortgagee shalI be precluded by �he bankruptcy lar�vs of the United States or t�y
process or issue of any court having jurisdiction in connection with any bankruptcy, insol�ency ar
othcr similar proceeding, frorn c�mmencing and pursuing to completion aIl necessary steps and
praceedings reqUired for �he foreclosure or transfer in lieu of t'nreclasure af ihe Subleas�hold
Martgage, then Landlord shall extend said period so long as rnay reasonabIy be required, provided
that Subleasehald Mortgagee is diligently and in good iaith exerting all reasonable efforts to abfiain
an apprapriate release from any applicable cnurt order or restraint, and furtl3er provided that upon
such release, Sublease�aold Mortgagee shaIl in goad faith innmediately corramence a�nd diligently
pursue to canapletion all s#eps and proceedi�ngs for consuxnznation a� such foreclosure.
15.4 Limit on Sableasehold Mortgagee's Lia�ility. Except as pravided below, Subleasehold
Mort�age� shall not be liable to perform Tenant's obli.gations,undsr this Lease and/ar Subtenant's
obligations under the Sublease until Subleasehold Mortgagee acquires Su�tenant's ri�hts by
foreclos�re or by transfer in Iieu of for�clos�are, provided, howe�er, Subleasehold Mortgag�e shall
be required to cure Tenant's defaults under this Lease (other than any such default relaied to [i] the
institution af bankruptcy or insolvency proceedings vvith respect ta Tenant, [ii] the appointment of
a receiver or trustee for the whole or any part ot'Tenant's property, [iii] the dissolutipn or winding
up, in whoIe or in part, of Tena�t, or [iv] any other event of d��ault that is speciftc to Tenant �nd
nof curable by the Subleasehold Mortgagee) occurring before its acquisition of t�e Premises by
foreclosure or tcansfer in lieu af foreclosure after it acquires the Premises gursuan� to such
fareclosure or transfer in Iieu of fo�eclosure as contempla#ed by Sections 15.1 and 15.2 It is
understaod that Subleasehold Mortgagee is not obligated to c�are defaults by Tenant under this
Lease or by Subtenant under �he Sublease with respect ta this Section 15.4. After acquiring
Subtenant's rights by foreclasure or transfer in lieu of fareclosure, Suhleasehold Mortgagee shall,
subject to the pro�isions of th�s Article 15, be liable to perform Subtenant's obligations under the
Sublease only until Sulileasehold Mortgag�e transfers or assigns the subieasehotd estate to a person
which expressly assumes the obligations oi SUbtenant under th� Sublease, and such liability of
�ubleasehold Mortgagee shall terminate upon sueh transfer or assignment far obligatio�s first
accruing frotn and after the date of such transfer or assignment. No halder of a Subleasehold
Mortgage shal� acquire greater rights or interest tlian Subtenant has under the Sublease.
15.5 No Voluntary Cancellation. No voluntary cance�lation, termination, surrender, amendment
or modification of t�is Lease by Tenant shall bind any Subleasehald Mortgagee if done without
the priar written consent oi each such Sublea�ehold Mortgagee.
15.6 Requirements for Transferee. Notwithstanding anything contained in t�is Lease or the
Sublease to the conirary, no purchaser ar transferee at any foreclosure sale, transfer in lieu thereof
or other transfer authorized by law or this Lease of Tenant's interest or f,he Sublease of Subtena.nt's
Fage �1 of 40
Parking Garages Lease CCLGC & CFW
interest shall acquire any right, title or interest in or to Tenant's or �ubt�nant's interest in the
Premises unless (i) said purchaser or trar�sferee shall, in the instrument transferring the same or
immediately after acquiring the same, assur►�e and agree to keep, observe and perform all of the
terms, covenants and provisions of this Lease on the part of Tenant or of the Sublease on the part
of Subtenant to be kept, observed and performed (incluciing the obligation to cure defaults arising
prior to such assum�tion); provided, howevar, Subleasehold Mortgagee's obligations upon its
acquisition of Subenant's rights shall be subject to the terms of this Article I S and Article 16 of th.e
Sublease, and {ii)a duplicate originaI of said assumptian agreement, duly executed and
acknowledged by said purchaser or transferee, shall be delivered to Landlord promptly following
the consummation of such sale or transfer.
15.7 Fee Mortgage. This Lease shall be superior ta any deed of trust or aflier s�curity instrument
now or hereafter placed on Landlord's fee interest in the Premises by Landlord at�d to al1 adr�ances
made thereunder and to aIl renewals, modifications, consolidat�ons, replacements and extensions
�hereo� If any holder of any rnortgage, indentwre, deed of trust or o�er sin:�ilar instrumer�t succeeds
to Landlard's interest in the Premises, Tenant will pay to such holder all R�nt payable to Landlord
which is subsequently payable under this Lease. Tenant slaall, upon request of such persan
succeeding to the interest of Landlord, automatically beeome the tenant of, and attorn to, such
success�r-in-interest without changing this Lease. Upon reqnest by Landlard ar such sUccessor-
in-interest, Tenant will execute, acknowledge and deli�ver an instrument or instruments confrming
the at�Qrnment. Further, LandIord shall nat mortgage, pledge, grant deed(s) of trus�, or otherwise
encurriber all or any portion df Landlnrd`s fee estate in the Premises without Landlord's mortgagee
first executing a subordinatian of its interest to this Lease and SUbtenanti's rigHts under the
Sublease, anci any Subleasehold Martgage, and the rights of ihe Subleasehold Martgagee
ihereunder, in accordance witl� this Section IS.7.
15.8 No Merger. There shall be no merger of this Lease or tk�e subleasehald esta.te hereunder with
the fee estate in the Premises by reason of the faet that this Lease or the Subleasehold estate
herevnder ma� be held, directly or .indirectly, by or far the accoant of any entities wha I�old the
fee estate. No such merger shall occur unless a11 entities having an interest in the fee astate and all
entities {including Subleasehbld Mortgagee) having an interesi in the New Lease or �he
Subleasehold estate hereunder join in a writ�en staternent effecting such merger and duly reeord
the same.
15.9 Damage or Destraefian. If the cost ta restore irnprovements axceeds the available insurance
proceeds, Tenant, 5ubleasehold Mortgagee and Landlord agree to use good faith efforts to arrive
at a mutually agreeable solution to addressing tk�is additianal cast; pravided, however, no s�aeh
good iaith efforts shall nagate or dimizaish Teaiant's oblzgations and liability to Landlord and
Subl�as�hold Mortgagee and Subleasehold Mortgagee's obligations with respeci to such
restoration shall be go�erned under the terms of the documents evidencing or securing the laan
rnade by Subleasehold Mortgagee ta Subtenant
15.I0 Amendment or Modifieafivn. This Lease may r�ot be modified ar amended without the
prior written consent af the Subtenant as well as, to the exteni a Subleasehold Mortgage is then in
effact with respect to the Premises, the prior vvritten consent af the Subleasehold Mortgagee.
Page 22 af 40
Parking Garages Lease CGLGC & CFW
15.11 Additio�al Provisions. To the extent the Sublea�e�old Mortga�ee requests revisions to this
Article, tl�e Landlord and Tenant will agree ta reasonably accommodate such revisions to �he
e�ctent they are consistent with commercially reasanable lending standards, subject to any required
Land[ord appro�al of the arnendment. Ei#her party shall, �vithout charge, at any time and from
tirne-to-time hereafter, wiihin ten (10) days aftea� writte� request by the other, certify by vvritten
instrurnent ciuty executed and acknowledged to any Subleasehold Mortgagee, purchaser or
subtenant or prospective SUbleasehold Mortgagee, purchaser or subtenant as to: {i) whetk�er this is
a true and correct copy of this Lease, whether this Lease has been supp�eznented or amendsd and,
if so, the substance and manner of such supplernent or amendment; {ii} the validity and force and
effect of this Lease; (i} the existence of any default hereunc�er; (iii) ihe existence of any offsets,
counterclaims or de£enses thereta on the part of such party; (iv) the commencement and expiration
dates of the Term of this Lease; (v) the address ar addresses for notice of Landlard, Tenant or any
Sub�easehoId Mortgagee; and (vi) any other matters as may reasonably be so requested. Any such
oertificate may be relied upon by the party requesting it and any other person, firm or earparatian
to vvI�om the same may be exhibited or delivered, and the contents oi such certifrcat�s shall be
binding upon the party executing the same.
15.12 Suborclination of Landlord's Lien. Lar�dlord hereby subordinates any lien and �ecurity
intexest it rnay hav� or acquire by operafiion of law or otherwise upan the praperty of Tenant or
any subtenant under Tenant frarr� time-to-time situated upon the Premises to each Subleasehold
Martgage �+hich, fram time-ta-ti�ne, encumbers Tenant`s or any subte�ani's interest in the Pr�mises
or impro�+ements and/or ather property thereon. Such subordination shall be self executing and
eifective without the ne�essity for ea�ecution of any fi.�rther instrument by L�ndlord; pro�ided,
howe�er, within ten (10) days of a request oi a Subleasehold Mortgagee ar a subten�nt from time
to time, LandIord shaIl exeeute such instruments as �nay be reasonably requested to ratify and
confirm or evidence such subordination.
A.R.T�CLE 16 — AUDYT
16.1 Landlord's R%ght to Audit. `Tenant agrees that Landlord shall, until the expiration of one
(1) year after final payment u�der this Lease, or the final conclusion of any audit co�nmenced
during the said one (1) year-periad, have access to and the right to e�amine at reasonable times
any directIy pertinent and non-privileged books, documents, papers and recards, including, but not
limited ta, alI electronic records, of Tenant for t�e current year and, as applicahle, the priar year,
involving transactians directly reiating to this Lease and the use o�the Premises, at no additional
cosi t� Landlord. Tenant agrees that Landlord shall have access during normal working hours to
all necessary baoks, documents, papers and records {for the current year and, as applicable, the
imtnediat��y prior three [3I years} in arder to conduct audits in cornplianc� with the provisions of
this section; provided, hovvever, LandIord shall eonduct any such audits in a man�ner t�at does not
unreasonab3y interfere with the normal business operatinns of Tenar�t. Landlord shaIl give Tenant
not Iess than thirty {30} days' written notice of any intended audits. Tenant sk�all require an audit
provision similar to this seetion in £avor af Landlard in any and all contracts, subleases, or other
agreements executed related to the use afthe Premises.
ARTICLE 17 — CITY'S FISCAL FUNDING OUT
Page �3 0� 40
Parking Garages Lease CCLGC & CFW
I7.1 Non-appropriafiion of Funds. In the event na funds or insufiicient funds are appropriated
by Tenant in any fiscal period for any payments due by Tenant hereunder, Tenant will noti�y
Landlord and Subtenarit in writing af such occurr�nce and Subtenant shall be allowed to iak�; over
any obligatian Tenant may have under this Lease far which no funds or insufficient funds have
b�en identifi�ci, and Landlord shall accept Subtenant's performance of Tanant's obligations
hereunder. Should Sabtenant elect not to assume such obligafions, this Lease shall terzninate on
the last day of the fiscal period for which appropriations were recei�ed witY�dut penalty or expense
to Tenant of any kind whatsoe�er, except as to the por�ions of the payments herein agreed upon
for which fi�nds have been appropriated.
ARTICLE 1� — DAMAGE TO PREMISES
18.1 Casualty. If a Casualty partially damages or destroys any or all of the Parking Garages
connprising the Prenaises, ar�d if restoration. o� such portion the Premises is per�nnitted or required
pursuantto the Condorninium Docvrnents, Tenant sha11 diligently proceed to repair and restore (or
cause Subtenant and/or the Condo Association, as may be applicable, ta repa:ir and restore) fu11y,
at its own eost bui in no event in an amoUnt greater than the insuranee proceeds allocable to the
Premises in connection with suc� casualty event, the strnctural elements of the Parking Garages
or the Premises, and all i�nprovements thereto rnade by Tenant, substantially to their condition
before the Casualty; pro�ided, however, Tenant shall in no event be required to restore any portion
af the common elements unless put�suant to the CondarniniUm Documents such restoration is
expressly required to be performed by the Owner of tlie Premises pursuant to the Condominium
Doeuments. r]ue allawance, however, shall be given for the time requ�red to adjust and settle
insurance claims, and far such ather delays as may result from government restrictions, any
co�trols on construction, and for strikes, emergencies, and other conditions beyond Tenant's
reasonable control. Notwithstanding anything to the contrary in tl�is Lease, restaration of fhe
Premises and the appliCatian of insurance proceeds thereta shall be governed by the Condominium
Documents and the applicable provisions of any Sui�Ieasehold Mortgag�, to the extant any conflict
e�is�s between the provisions of this Lease and the provisions of the Condominiurn Documents
andlor such applicable SubleasehoId Mortgage. If reconstr�ction of the Parking Garages is
deerned finatictally infeasi�Ie hy Tenant, Tenant may elect not to restore the improvements and
terminate this Lease r�v�ith respeet to such damaged portion of ihe Premises (vvhile leaving this
I,ease intact for the non-da�aged Parking Garage, to the ez�tent anly vne of the Parking Garages
is dama�ed or destroyed) by giving written notice tv Landlord wi�thin 180 days following such
Casualty. In such event, neither party shall have a cause of actian against the ather for monetary
damages.
ARTICLE 19 — OPTION AND RIGHT OF REFUSAL
19.1 Teuant's Ophon �o Purchase.
� 9.1.1 Gw�nt of Optian. Landlord grants to T�nant a one-time option (the "Option"} to
p�archase the Premises franc� Landlard for the 4ption Purchase Price. Tenant shall assiga this
Option io Subten�nt in the Sublease, and Landlord hereby acknowledges and agrees that Land�ord
shall accept the exercise of ti�is Option by Subtenant on the same terms and conditians applicable
Page �4 of 40
Parking Garages Lease CC�,GC & C�'W
to Tenant hereunder as if $ubtenant were Tenant hereunder. Further, Landlord acknowledges and
a�rees that, if after the date hereof there are multiple Subleases and Subtenants pursuant ta partial
assignments of the Sublease undertalfen pursuant to Section 9.2 of the Sublease, each such
Subtenant shall have the separate right to exercise an Option for such Subtenant's separate Sublease
lPremises only (such terms to be z�raade on a pro-rata basis, as a�locable to such Sublease Prernises},
13. I.2 Ex�rcise of Option. Tenant shall have the right to e�ereise the Option comrnencing
on the 20th and final year of the initial term of this Lease, Th� Option may be exercised by tl�e
hoider af the Option by giving natice of the exercise of the Option at least seventy-�ve (75) days
prior to the e�piration of the Term. The notice to ex�rcise Option by Tenant shall includ� the
calculation of the Option Putchase Price. If Tenant has exercised the Option and Landlord agre�s
to the calculation af the Option Purchase Price in writing (such agreemeni not to be unreasonably
withheld), then Landlard and Tenant shall enter into a purchase and sale agreement (the "Option
PSA"), in form and substance reasonably acceptable to Landlord and Tenant, incorporating,
without lur�itation, the follo�ving terms and conditions (collecti�ely, the ".Option PSA Terms"):
(i) Tenant shall have a period of �orty-five (45) days after executing the Option PSA (the "Siudy
Period") to order a tiile report on the Premises and perform any other inspections, surveys, tests,
including wiihaut limitation, en�ironmental and engineering tests, and �tudies that Tenant desires;
(ii) zf Tenant is not satis�ied with the results of its due diiigence, Tenant may elect to deliver to
LandIord, prior to the expiration ai the Study Period, a notice stating that Tenant terrninates ti�e
Option PSA and declines to exercise the Option (the "Withdrawal Notice"); (iii} if Tenant c�oes
not deliver a Withdra.wal No�ice within the Study Period, then the closing s�Za�l oceur on the
Acquisition Closing Date, tv be held at the offiees of a title campany seleeted by Tenant ar�d
reasonably approved by Landlord; (iv) Tenant shall pay the Optian Purchase Price in cash at the
clasing of the acquisition of the Premises, subject ta t1�e adjustments and prorations described in
filie Option 1'SA; (v) title to the Premises shall be conveyed to Tenanfi pursuant to a special warranty
deed, subject only to permitied exceptions contained in Land�ord's vesting deed az�d such
subsequent matters affecting title tivhich Subtenant has consented to in writing purs�ant ta the
provisions of the Sublease; (vi) Landlord shall execute and deliver such other docutnentation as
shall be necessary to transfer the Premises, any associated pers�nal property and intangible
property and aIl appurtenanc�s owned by Landlord to Tenant, and to atherwise consummate the
transaction as set forth�in the Option PSA; (vii) Landlord shall pay the base premiUm for an Owner
Policy af Tit[e Insurance, one-half of all escrnw charges payable at the Closing, its o�n attorneys'
fees, and any other closing costs customariIy barne by sellers at closings of the purck�ase or sale of
real property sirr�ilar to the Premises in Tarrant County, Texas; {viii) Tenant shall pay its due
diligence costs, the casts associafed with Tenant's financing, recording fees {except for title
curativ� recording fees, which sha11 be borne hy Landlord), one-half af all escrow cI�arges payable
at the Clasing, its own attot7neys' fees, and any other closing costs customaz•ily borne by purchasers
at closings afthe purchase or sale of real property similar to the Pr�mises in Tarrant County, Texas.
Tenant shall assign this Qption to Subtenant in the Sublease, and Landlord hereby acknowledges
and agrees tl�at Landlord shall accept the exercise af this Optian by Subtenant, or an affiliate o�
Subtenant, an the same terzns ar�d conditions applicable to Tenant hereunder as if Subtenant were
Tenant hereunder. Not�vvithstanding anything herein to �the contrary, Land�ord's payment of ihe
Page 25 of 4A
Parking Garages Lease CCLGC & CFW
closing costs de�cribed in cla�ase {r�ii) abov�, other than Landlord's awn attorney's fees and the
costs of rem:or+ing any title encumbrances created by ar through Landlard, shall in no event exceed
the amaunt of proceeds Landlord shall receive fram the Option Purchase Price, sa that all of such
Landlord's closing cosis may be deducted from proceeds and no� require additional payment by
Landlord, and to the extent any of Landlord's cosis exceed the praceeds from the Optian Purchase
Price, Tenant shall pay such costs.
19.1.3 Extended Option. In the event the Sublease is extended beyond its initial2Q-year
Term, Landlord grants to Tcnant an option ta purchase one or a11 of the Parking Garages at the fair
tnarket value as determined by an independent appraisal {"Extended Option"). Tenant shall have
the right to exercise the Extended �ption at aIl times after t1�e ir�itial 20-yeax Terrz� by gi�ing
writtan notice of such exercise to Landlord. Th� giving of a notice by Tenan� shall constitut�
Tenant's reques� for determination of the fair market value of the Premises (the "Appraised
Value") by an independent appraiser reasonably a�reed upon by the parties who has not less than
ten (1D) years of experience in valuing similar properties and who has not been hired by aither
party in the prior five {S) years; provided, however, if the parties are unable to agree upon a.n
independenfi appraiser, then each party shall appoint its own appraiser, and the respective
appraisers shall work together in goad faiih to appoint an independent appraiser meeting the
recluirements set %rth above to determine the Appraised Ualue. If Ter�ant has exercised the
Extended aption, then Landlard and Tenant shalI anter into an Option PSA containing the Option
PSA Terms, exeept that (i} the purchase priee thereunder sha11 be equa� to the Appraised Value,
and {ii} the closing shall accur on the sixii�th (6�th) day after the parties have received the
Appraised Value. Tena.nt shall assign this Extended Qption to Subtenant in the �ublease, and
Landlord hereby acknowIedges and agrees that Landlord sha�l accept the ��ercise ofthis Extended
Option by Subtenant on the sarr�e term.s and conditions applicab(e to Tenant hereunder as if
Subtenant were Tenant hereunder.
19.2 Right of Refusal. If, at any�time during t�e Term of this Lease, in response to a bona fide
offer �or wh.ic�a Landlord has obtained approval frala� its Board of Direetors to accept {�ubject to
Tenant's rights under this ROFR Opiion) to seil all or part of Landlord's interest in the Premises
(the "Offer"} from a third party (the "Offeror"), Landlord shall desire to sell ar otherwise dispase
of sueh inter�st, LandIord shall notiiy Tenant in writing nf the Offerar to whom it desires to sell
sUch interest and the price at which az�d the term.s upon wluch it desires to sell the �ame, along
with a copy oftha Offer, and Tenant may, within 30 days of receipt ofth� natice, notify Landlord
in writing whether it elects to purchase such interest in the Premises (the "ROFR Option") at the
price and on the material �connmic ierms set forth in the O�%r (the "ROFR Terms"}. If Tenant
exercises Tenant's R�FR Option, then Landlard and Tenant shall enter in#o ar� Option PSA
containing the Option PSA Terms, except tl�at any ROFR Terms shall control in the event a direct
conflict with the Optian PSA Terrins exists. If Tenant elects not to exercise its ROFR Option or
fails to give notice of its intention within the 30-day period, subject to the terms of �h'1s Section
19.2, Landlord shall be free to convey, assign, or otherwise transfer such in#erest to the Offeror
upon the terms attd conclitions set for�h in the Offer (and not on more favorable ternts �lian those
stated in the Offer). If Landlord shall not have so disposed of sUch interest to said Offeror within
90 days after recaipt of notice that Tenant elects not to exercise its ROFR Option or af�er expiration
Page �6 of 40
Parking Garages Lease CCLGC & CFW
of Tenani's 30-day period within which ta give natice o�i�s electio� to exercise the ROFR Option,
or in ihe event of any change to tha terms and conditions set forth in the Offer initiaily provided to
Tenant, the pro�isions of this Section sha11 again apply to the disposition by LandIord of any such
interes� and Landlord shall be required to again offer the Premises to Tenant pursuant to this
Section 1�.2 priox to any purc�.ase or sale o£ the Premises {in whole or in part) thereafter. The
ROFR Option granted in this Section 19.2 is an on-going ROFR Option and wi11 apply eaeh time
the owner of the Premises receives an Offer. Any canveyance by Landlord to a third party shall
be subject to the terrns of this Lease. Noihing contained herein shall prohibit Landlord fram
con�eying the Premises io the City ar to another entity affiliaied with City, provided that such
entity would be eligible for a tax exempfiion on the Premises. Tenant shall assign t�is ROFR Option
to Subtenant in the Sublease, and Landlord hereby acknowledges and agrees that Landlord shall
accept the exercise of this ROFR Option by �ubtenant, or an affiliate of Subtenant, an the same
terms and. conditions applicable to Tenant hereunder as if Subtenant were Tenant hereunder.
�'urther, Landlord acknovti+ledges and agrees that, if after the date hereoi there are multiple
Subleases and Subtenants pursuant to partial assignments of tlie Sublease undertalcen pursuant to
Section 9.2 oithe Sublease, each such Subtenant sha11 have the separate right to exercise an ROFR
Option for such Subtenant's separate Subl�ase Premises onIy {such terms to be made on a pro-rata
basis, as allqcable to such Sublease Premises).
ART�CLE 20 — WAIVER
20.i No Waiver. No waiver oiany coven�nt, conditrori, or legal right or remedy shall �e implied
by the fail�are of Landlard to declare a default, or for any other reason, and no waiver of any
condition or covenant shal� be valid unless it is in writing signed by Landlord. No waiver by
Landlord in respect to the wai�er of a breach of any condition or covenant be claimed or pleaded
to e�cuse a fi�fure breach of tk�e saime ca�dition ar ca�enant. No waiver o�any default by Tenanf
shall be irnplied from any acceptance by Landlard of any Rent or other payment� due ar by any
omission by Landlord to take any actian an account of such default if such default persists ar is
r�peat�d, and no express waiver shalI affect any other default oi�ier than as specified in such
waiver.
20.2 No Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser
amount than the Rent li�rein stipulated shal! be daem�d to be other than on account of the earliest
stipulated Rent nor shall any endorsennent orr statement on. any check or an:y letter accompanying
any check or payment be deemed an accord ancl satisfaction, and Landlord rnay accept such ch�ck
or payment withoUt prejudice to Landlord's right to recover the balance af such Rent or pursue
any other remedy provid�d for in t�is Lease or availabl� at law or in �quity.
ARTICLE 2I — MISCELLANEOUS
21.1 Reinedies Cumulative. All rights, options, and remedies of Landlard or Tenant,
respectively, contained in this Lease shalI be construed and hald to be cumulative and the �xercisa
of one ar tr�ore rights, xemedies, or option.s shaIl not be taken to exclUde or waive the right to the
exercise of any other. All such rights, r�medies, and options may be ��ercised and enfnrced
concurrently and whenever and as o$en as deemed desirable, Landlord and Tenant shall have the
Page 27 of 40
Parking Garages Lease CCLGC b� CFW
right to pursue any one or al! of such reznedies that may be provided herein. Landlard shall have
a duty to mi�igate its damages under this L�ase. In no event shall either party be liable to t�� other
party for any consequential, punitive, indirect, exenaplary ar special dannages suffered or incurred
by the party, including, vvithout limitation, on aacount of Iost profts ar the interruption of
business.
21.2 Rule of Construction. Landlord and Tenant ack�owledge that each has re�iewed and
r�vis�d this Lease, and Land�ord and Tenant hereby agree that the normal ruIe of consi-ruction to
the effect that any ambiguities are to be resolved against tl�e drafting party sha11 not be employed
in the interpretation of tihis L�ase or any amendments ar�xhibits her�to.
21.3 Au�harity. Each person executing this Lease, by its exeoution hereaf, represents a.nd warrants
that he is fully autharized to do so, and that n.o further action or consent on the part of the party for
whom it is acting is required to the effectiveness and enforceability of this Lease against such party
following such execution.
21.� Cannterparts. This Lease may be executed in any nurnber af ca�rit�rparts, each of r�vhich
will far all purposes be deemed to he an original, and al1 of which are identical.
2I.5 A�plicable Law, Place of Pewformance. THIS LEASE SHALL BE C�NSTRUED
L]NDER AND 1N ACCORDANCE WITH THE LAWS OF THE S'I'ATE OF TEXAS. ALL OF
THE OBLIGATIONS CONTAINED IN THIS CONTRACT ARE PERFORMABLE IN
TA.RR.ANT COUN'I'Y, TEXAS.
21.6 Venue. Ven�e of any action brought unc�er this Lease shall be in state courts located in
Tarrant County, Texas or the United States District Court far tye Northern District af Te�as, �'ort
Worth Division.
21.7 Entire Agreement. This Lease and the exhibits attached hereto constitutes th� �ntire
agreexnent between Landiard and Tenant, and �ere are no other co�enants, agreements, prtin�ises,
terms, provisions, conditions, undertakings, or understandings, either oral or written, between them
concerning ihe Premises other t�aan those herein set forth. Na subsequent alteration, amendment,
change, deletion ar addifion �o this Lease shaIl be binding upon Landlord or Tenant unless in
writing and signed by both Landlord and Tenant.
21.$ Headings. The headings, captians, numbering system, etc. are inserted only as a matter of
con�enienae and may Under no cireumstances be considered in interpreting the provisions ofthis
Lease.
21.9 Binding Effect. All afthe provisions ofthis Lease are hereby made binding upon the personal
representatives, heirs, successors, and assigns of both parties �ereto. Where required far proper
interpretation, �ords in the singular shall include the plural; th� masculine gender sha11 include
the neut�r and the feminine, and vice versa. The terms "heirs, �€ecUtors, administrators and
assigns" shaIl include "successors, legal representatives and assigns."
21.1Q SeverabiIity. If any clause or pro�ision of this Lease is or becomes illegal, invaIid ar
unenfarceable becau�e of present or future laws or any rule or re�ulation of any governmental
bady or entity, eifectiva dt�ring the Term, the intention of the parties hereio is that ihe remaining
parts of this Lease shall not be affected thereb�r unless such inr�alidity is, in the sole determination
Page 28 of 40
Parking Garages Lease CCLGC & (��W
of the Landlord, essential ta the righ�s of bofih parties, in which event Landlord has the right, but
not the obiigation, to terminate the Lease on 10 days' wri#ten notice to Tenant.
2�.� 1 Ea�hibits. All Exl�ibits attached h�reto are de�med incorporated herein by reference as
though made an integral part hereof.
2I .12 Lease Memorandum. Tenant may, at its sole cost and expense (induding the payme�t of
all recordation and transfer taxes), record a short form or rnen:�orandum of this Lease (but not the
Lease itsel fl and, promptly prowide Landlord a recordeci copy.
21.13 Governmental Powers. Xt is understood and agreed that by execUtion of this Lease,
Landlord does not waive or surrend�r any of its �overnmental powers or immunities.
21,14 Third Party Beneficiaries. Nathing contained in this Lease shall be construed so as to
canfer upon any oth�r party the rights of a third party benef ciary except rights contained herein
for tha benefii af Subleasehold Mortgagee.
21.15 Force Majeure. The parties sha11 ba �xcused far the perioci af any delay in the performance
af any obligations hereunder when pre�ented fronn doing sa by cause or causes beyond the parties'
absolute contral, which shall inelude, vvithout Iimitation, all labor disputes, civil comzx�otion, civii
disarder, riot, civil disturbance, war, war-Iike operatians, invasion, rebellion, hostiIities, military.
ar usurped power, sabofiage, governmental regulations, orders, moratoriums or controls, fire or
other casualty, inability to obtain any rraaterial, services or financing or Acts of God.
Notwithstanding anyihir�g herein contained to ihe cantrary, the provisions of this section. 21.15
shall not be applicable to Tenant's obligatiotas to pay Rent or arty other sums, monies, costs, charges
or expenses required to be paid by Tenant under this Lease. "
21.16 IQdependent Cantractor. It is expressly understood and agreed that Tenarat shalj perfo�a
its obligations arid responsibilities hereunder as an independent contractar and not as an officer,
agent, representatzve ar employee of �.andlord; that Tenant sha11 ha�a �xclusive control of and the
excic�sive right to control the details oF its obligations and respansibilities and all persons
performing same; that Te�a�nt shall be solely respansible far the acts ar omissions of its officers,
agents, empIoyees or other persons under its supervision, management and contral; that the
doctrine of respondeat superior shall not apply as between Landlard ar�d Tenant and that nothing
herein sha11 be construe�l as creating a partnership ar jQint en#e�prise between LandIord and Tenant.
Any intention to create a joint venture ar partnership relation hetween the parties heteto is hereby
expressly discla'vned.
[Signatuxe page faIlows.]
Page 29 of 40
Parking Garages Lease CCLGC & CFW
IN WITNE�S HEREOF, tlae parties hereto have executed this Lease to be effeeYive as of the
Effective Date.
I � 1 1' 1
Central City LocaI Government Corporation
By:
Narne:
Title:
TEN.ANT:
City of Fort Worth
By:_
Name:
Title:
ADDITIONAL CITY OF FORT WORTH REQUIRED SIGNATURES:
Contract Campliance Manager
By signing, I acicnowledge that I am the person responsible
for the mnnitoring and administration offhis contract, including
ensuring all perfarmance and repor�ing requir�ments.
Name:
Tit1e:
1'age 34 of 40
Parking Garages Lease CCLGC & CFW
APPROVED AS TO FORM AND LEGALITY:
Leann Guzman
Deputy City Attorney
�'orm I295: N/A
ATTESTED BY:
RonaId P. Gonza�ez
Acting CiTy Secretary
M&C #
DATE:
Page 31 of 40
Parlcing Gaxages �.ease CCLGC & CFW
EXI�BIT f°A"
Definitions
"380 Grant" shall mean the annual pay�nents tn Subtenant by the City of Fart Wnrth, assigned to
be paid direcily to the Cenfiral City Local Governmeni Corparation, in an amaunt equal to the
arnount by �vhich the Sublease Rent exceeds the Sublease Payment, provided that such payinent
shall be received by Subtenant as a credit against the Sublease Rent, pursuant to the Sublease
between Subtenant and the City of Fort Warth.
"Acq�isation Closing Date" means a date designated by Tenant for closing of the acquisition of
fhe Prerr�ises (by at least ten (10} days' advance written notice to Landlord), which is not later than
sixty {60) days after Landlard and Tenant enter into the Dption PSA.
"A�anual Debt Service Amount" means tha amount required to pay the annual debt service on th�
Bonds.
"Applicable E�vironmental Law" has the meariing set forth in Section G.6.
"Bo�d Resolution" means a resolution approved by t�e Landlard's Board of Directors that provides
for t�e da�es, denaminations, principal amounts, interest rates, maturities, redernption provisions,
forms of bonds, manner of payment, provisian far execution and authentication, application of
proceeds and all other terms and pro�isions of the Lea"se Revenue Bonds.
"Bonds" means the bonds issued by tke Landlard for the acquisition of the Premises.
"Casudlty" shall mean a loss or damage ca�ased by �ire or other casualty.
"CERGLA" means ths Compreh�nsive Enviranm�ntal Response, Compensatian, and Liability Act
of 1980 as codified at 42 U.S.C. § 9b01 et seq., as amended,
"Commencement Date" has the meaning set forth in Section 2.1.
"Condemnation Proce'eds" has the meaning set forth in Section 6.7.
"Condominium" means #he Cultural Disfxiet Master Condominium.
"Condomintum Declaration" means the DecIaration af Condominium Regime for Culturai Disirict
IWl�ster Condorninium recorded as Document No. , of the Of�icial PubIic Records
of Tarran� County, Texas, as may be arnended, supplemented or modified fram time to ti�e.
"Condominaurn Documents" means, individually or collectivaly as the case rnay be, ihe
Condominium Declaration, the Piat and Plans, ihe Certificate, the Bylaws, the Rules, the
Al�ocatiQn Document, and the Act, as each term is so defined in ihe Condominium Deelarafion
and as each may be amended frorn time ta time. An appendix, attachment, schedUle, ar
ceriificatian accampanying a Condominium Document is a part of that Cor�dorninium Documen.t.
Page 32 of 40
Parking Garages Lease CCL[i�C & CFW
"Dc�y(s)" or "day(s)" means a calendar day unless otherwise speci�ied.
"Debi Service Difference" means the difference betv�een the Annual Debt Ser�ice Amount and the
Sublease Rate.
"Debt Service Rate" means the amnunt ofthe fii�l debt service for the bonds issued by the Landlord
for the acc�uisition of the Prernises.
"Effective 1?ate" �neans the date on which the Landlord and Tenant have both executed and
delivered the Agreennent, as noted on the cover page of the Lease.
"Extended Optron" has the rx�eaning set forth in Section 19.1.3.
"Fair Marlc�t Rent" means the amoun# of the fair market value for the use of t�e Parking Garages,
calculated as set forth in the Lease.
"Garage Revenues" means an amount equal to 25% of any Net Re�enue far Short-Term Parking
during tke t'irst five (5) years oithe Term and 50% of such Net R�venue for aIl subsequent years
of the Term.
"Governmental Rules" means all S��C]te5, �aWS, nrdinances, iC��tl�S, rvlas, codes, regulations,
pern�its, interpretations, certi�cates or arders of any governmental entity, ar any judgments,
decisians, decrees, injunctians, writes, orders ar like action of any court, arbitrator, or other
Federal, State ar local governmental entity.
"Hazardous Substance" and "Hazardous Substances" has the meaning set forth in Section 6.6.
"Landla�d" means the Central Ciiy Local Government Corporation, a Texas non-pro�it
corporation.
"Lease" rneans this Parking Garage Lease wi�h Option tn Purchase.
°`Memo�a�adunx of Rent and Commencement Date " has the meat�ing set forth in �ection 2.1.
"Net Revenr�e" means the arinual revenue, after deductians for amount$ payable by Subtenant
under the Sublease, as well as reasonable operating and maintenance expenses directly related to
repair, replacement, maintenance, management and operation ofthe Premises (subjectto an a.nnual
cap on Subtenant�5 atti01"110}�5� fees in the amount of $25,000}, collected by Subtenant from parking
fees for ihe Public Spaces.
"New Lease" has the meaning set forth in S�ction 15.2.
"Optaon" has the meaning set %rth in Section 19.1.1.
Page 33 of 40
Parking Garages Lease CCLCi�C: & CFW
"Option Purchase PNice" raeans ar� amaunt equal to the Purchase Price minus (i) the net present
�alue of all Sublease Payments, but specificaily excluding any 3S0 Grran.t payments, and (ii) all
Garage Revennes paid by Subtenant to Suhlandlord as of the date of such detearnnination. �or
purposes of net present �alue ealculations, LandIord and Tenant stipulate az�tl agree io a discount
rate equal to six perc�ent (6%) per annu�ri. The year of the first Su�lease Payment will ser`+e as the
present year far alI such calculations. For example, using this mathod, the net present value of
twe�ty annual payments of $l,aoo,�00.00 vvould be equal to $11,469,921.22.
"Parking G�aNage Master Unit 1" means the Garage Master Unit 1 rnor�e particularly described on
the attached Exhib�t `B" aitached hereto, tagether witl� the undi�ided interest in any areas reserved
as General Connmon. Eleix�.ents (as def ned in the Condominium Declaratian) or Limified Common
Elements (as defined in the Condominzum Declaration) appurtenant ta Garage Master Unit 1, and
such easements and other rights to use the Cominon Elements (as defined in the Condominium
Declaration) which have been specifically assigr�ed thereto in the Condomir�iu�n Declaration.
"Parking Garage Master U�air 2" means the Garage Master Unit 2 more particulariy described on
ihe attached Exhibit "B" attached hereto, together with the �andivided interest in any araas reserved
as GeneraI Common Elements {as defined in the Conc�ominium Declaration) or Limited Con�azx�on
Elements (as defined in �he Condominiurn Declaratian) appurtenant to Garage Master Unit 2, and
such easements and other rights to use the Coinmon Elemen�s (as defined in the Condominium
Declaration) which have been specifically assigned thereto in ihe Condominium Declaration.
"Parking Garage Master Unit 3" means the Garage Master Unit 3 more particularly described an
the attached Exhibit "B" attached hereto, together with the undivided interest in any areas reserv�d
as General Common Elements (as de�ned in the Condo�nninium Declaration) or Li�nited �ommon
Elements (�s de�ned in tha Condominium Declaratian) appurtenatat ta Ga.rage Master Unit 3, and
s�rch �as�ments and other ri�hts to usa the Common Elements (as defined in the Condominium
Declaration) which have been specifically assigned thereto in the Condominium Declaration.
"Parkir�g Ga�ages" means, colIectively, Parking Garage Master Unit 1, Parking Garage Master
Unit 2, and Parking Garage Master Unit 3, containing 800 or more spaces in the aggregate that are
lacated on the Premises.
"Premises" �nean.s, collectively, Parking Garage Master Unit 1, Parking Garage Master Unit 2, and
Parking Garage Master Unit 3, and all impravements located thereon, ir�cluding but not limit�d to
the Parking Garages.
"Project" mear�s a mixed-use deve�opment feai�aring a hoiel with at least 20� rooms; 169 or more
units of multi-fa.miIy aparh�ents; 1SQ,OOQ square foot or more office building, and the Parking
Garages on property lacated at th� intersection of Camp Bow�ie Boulevard and Van Cliburn Way.
"Puhlac Spaces" means the four hundred (400) parking spaces in the Parking Garages that are to
be made available for public use as set fortf� in the Lease.
"Purchase and Sale Agree�ent" has the �neaning set fort� in Recital 1.
Page 34 of �40
Yarking Garages Lease CCLGC & CFW
"Purchase Prace " aneans the purchase price paid by Landlord for the purchase of the Parking
Garages Upan completion of constrnction, which is the lesser af (i) the iair market valu� of t,Yte
Parking Garages at t�ae tinrae of corr�pletion of canstructian (as determined purs�aant to the
applicable provisions in the Purchase and Sale Agreement}, ar (u) $25,OQQ,OQO.
"Release" has the rneaning set forth in Section b.b.
"Rent" means the higher of the Debt 8ervice Raie and the Fair Market Rent, wh.ich sk�all be set
forth in t�e Memorandum af Rent.
"Re�o�table quantity" has the meaning set forth in Section 6.6.1.
"SY�ort-Ter�m Parking" means visitor and pubIic self parking �rithin the Parking Garages,
excluding any valet parking services, cantract parking, and parking by employees, agents,
residents and tenants of the affce, residential and retail portions af the Project.
"S�eblandlord" means Tenant in its capacity as landlord under the Sublease.
"Sublease" means the mandatory sublease between Tenant and Subtenant with the terms and
conditions s�t �orth in Section 4.1.
"Sublease Payment" means $800,000.04 per year, to be paid by Subtenant ta Sublandlord, and is
the maximum amount the Subtenant is required to pay of the total Sublease Rent, with the
rerr�aining amount credited through the 38fl Grant as set forth in the agreement between Subtsnant
and Tenant, except that in the event thatthe 380 Grant is terminated, forfeit�d, or eq�itabIy recluced
as expxessly provided for in the 38Q Agreement, an amount equal to the 380 Grant if terminated,
or to the reduction in the 380 Grant due to �orfeiture, or equitable reductian shall be added to the
$800,000.00 per year amo�ant set forth above.
"5aa�ilease Rcate" means the greater of $800,OQ0 per year or Fair Market Rent.
"Sublease Rent" rr�eans the Sublease Rate plus the Debt Ser�ice Differance
"Sublec�sehold �lortgage" has the meaning set farth in Section 15.1.
"Suble�sehold Martgergee" has the meaning set forth in Section 15.1.
"Subtenant" means GPI� CD Hotel LLC, GPIF CD Multi LLC, and GPIF CD Offica LLC, each,
a Delaware limited liability cam.pa�y, and their respecfive successors and assigns.
"Taking" means a taking or condemnation either perrnanently or temporarily far any public or
quasi-public use or purpose �y any competent authority (other than by the City of �'ort Worth) in
appropriation proceedings or by ar�y right of eminent dornain (including sale under threat of such
a taking).
"Tenant" means the �ity af Fort Worth, a Texas municipal corparation.
Page 35 of 40
Parking Garages Lease CCLGC & CFW
"Tencant's Recove�y" has the meaning set forth in Section 6.7.
"Term" means the term oithis Lea.se as set forth in Section 2.1.
r'
f'
Aage 36 of 40
Pa��cing Garages Lease CCLGC & CFW
E�usxT «B„
Premises Description
Paar�us Gara�e Mastcr Unit 1:
Garage Master Unit 1 of Cultural District Master Condominium, a condonninium pco;�ect in Tarrant
County, Taxas createci pursuant to Condominium Declaration, iogether with an undivided interest
in and to the Comman Elements (as de�ined in the Condominium Declaration} appurtenant thereto.
Parkin� Gara�e Masfer Uuit 2:
Garage Master Unit 2 of Cultural District Master Condarninium, a condominium project in Tarrant
Caunty, Texas created pursuant ta Condomi�ium Declaration, together with an undivide.d interest
in and to the Common Elements (as defined in the Condorr�inium Declaratian) appu�tenant thereto.
Parking Gara e Master Unit 3:
Garage Master Unit 3 of Cultural District Master Condominium, a condominium �roject in Tarrant
County, Texas created pursuant to Condominium Declaration, tagether with an undivided interest
in and to the Cammon Elements (as de�ned in the Condominium DecIaration} appurtenant t�ereto.
Page 37 of 40
Parking Garages Lease CCLGC & CFW
EXi�BIT "C"
Form of Memorandum af Rent and Commencemeut Da�e
202
C�ty nf Fort Worih
200 Texas Street
Fort Worth, Texas 76102
Attn:
Re: Parking Garage Lease with Option to Purchase (the "Lease") dated
, 2021, be�ween C�ntral City Local Government Corporation, a
non-profit local government corporation of the State af Texas {"'Landlvrd"), and
The Ci�y of Fort Worth ("Tenani"). Capitalized terms usad herein but not defined
shall be given the meanings assigned to them in the Lease.
Ladies and Gentlemen:
Landlord and Tenant agree as follows:
to the Lease.
Acceptanee of Premises. Tenant has accepted possession of the Premises pursuant
2. Commencemenf Dafe. Notwithstanding anythang to the c�ontrary se� forth in the
Lease, it is herei�y agreed that the Commencement Date of the Lease s}�all for aIl gurposes
thereund�r be hereafter deemed to be , 202 .
3. Exuirat�on Date. Notwithstanding anything ta the canteary set forth in the Lease,
it is hereby agreed that the initial Term is scY�eduled to e�pire on the last day of the 20th year of
the Term, whicl� date is , 204_, subject to the Renewal Terrr�s set forth in the
Lease.
4. Fair Market Rent. Notwithstanding anything ta the contrary set £arth in the Lease,
it is h�r�by agreed, as determined in accardance with the provisions of the Lease, that (i) Fair
Market Re�t shal[ equal $ , and {ii} The Debt Service Rate shall equal $
5. � Bindin Effect; Governin� Law. Except as madified hereby, the Lease is and
shall remain in full force and effect and this letter sha(I be binding upan Landlord and Tenar�t and
their respectiive successors and assigns. If any inconsistency exists or arises between fi.�e terims af
this letter and the terrns of the Lease, the terms of tYiis letter shall prevail. T'his Ietter shall be
governed by the laws oithe State of Taxas.
Page 38 of 40
Parking Garages Lease CCLGG & CFW
Pleasa indicate your agreement to the above matters by signing this letter in tlae space
indicated below anci returning an a�ecuted original to us.
Sincerely,
Central Ci�+y Local Government Corporation,
a nan-profit IocaI governmant corporation of the
State of Te�as
B.�,. - 'n,-F-; H kr`}�;�" nr � �i�T '7�_,n;
Name:
Title:
Agreed and accepted:
City of Fort Worth
By:_
Name:
Title:
ADDITIONAL CITY OF FORT WORTH REQUIlZED SIGNATURES:
Contract Compliance Manager
By signing, I acl�nowledge that I am the person responsible
%r the monitoring and administration of this contract, including
ensuring all perfarmance and reporting requirements.
Name:
Title:
Page 39 of 40
Parking Garages Lease CCLGC & CFW
APPROVED AS TO FORM AND LEGALITY:
Leann Guzman
Deputy City Attorney
Forrn 1295: N/A
ATTESTED BY:
Mary Kayser
�ity Secretary
M&C #
DATE:
Page 40 of �0
Parking Garages Lease CCLGC & CFW
4840-5918-0007v.1159164-83 9/13/2021
E��IiIBIT `�G"
F4RM OF �UBLEA�E
[Follows this co�v�r page.]
CCLGC Furchase from Developer
Page 30 of 3Q
4833-4772-5039v.7 59164-83 9/13/2D21
PARKING G�IRAGE SUBLEASE
WITH ASSIGNED OPTION TO PURCHA��
between
CITY OF FORT WORTH,
as "Sublandlord",
GPIF CD MCILTI LLC
as "Garage Unit 1 Subtenant",
GPIF CD OFFICE LLC
as "Gara�e Unit � Subtenant"
and
GPIF CD HOTEL LLC
as "Garage Unit 3 �ubtenan�"
, za2i
"Effective Date"
CONTENTS
5ublease
E�claibit A — Definitions
E�ibit B-1— Description of Garage Unit 1 Premis�s
Exhibit B-2 — Description of Garage Unit 2 Premises
E�ibit B-3 — Description of Garage Unit 3 Premises
Exhibit C— 380 Grant Agreement
Exhibit D— Form of Memorandum of Sublease Payment and Commencement Date
E�hibit E -- Master Lease
Page 2 of 51
Parking Garages Sublease
PARKING GARAGE SUBLEASE
WITH ASSIGNED OPTION TO PURCAASE
This Parking Garage Sublease with Assigned Opfiion to Furchase ("Sublease") is made and
entered into as of the Effective Date, by and beiween Sublandlord, Garage Unit I Subtenant,
Garage Unit 2 Subtenant and Garage Unit 3 Subtenant. As the context requires, "Subtenant" may
collectively or indi�idually refer to eaeh of Garage Unit 1 Subtenant, Garage Unit 2 Subtenant
and/or Garage U�it 3 Subtenant; provided, however, for purposes of this Sublease, the parties
acknowledge and agree, unless expressly stated to the cantrary herein, any rights ar obligations set
farth in this Suhlease referring to "Subtenant" and the "Premises" sha.11 mean the rights or
obligations of Garage Unit 1 Subtenant with respect to Garage Unit 1 Premises, the rights or
obligations of Garage Unit Z Subtanant with respeet to Garage Unit 2 Premises and tha rights or
obligations of Garage LTnit 3 Subtenant with respect ta Garage Unit 3 Premises.
RECITALS
A. Sui�tenant vvill develop property located at the intersection of Camp Bowie Boulevaa•d and
Van C1il�urn Way far the Projeet, and to facilitata the Project, Master Landlord intends to
purchase the fully-constructed Parking Garages and thereafter lease the Parking Garages to
tha Sublandlord pursuant to that certain Par(�ing Garage L�ase wif.h Option to Purehase dated
contemporane�usly herewith {the "Master Lease"), vvhich Master Lease requires
5ublandlord to enter into this Sublease to Subtenant;
S. Master LandIord intends to f�nance the acquisition of the 1'remises by the issuance of Bonds
in an amaunt to be determined, and the �ent for the Master Lease is in an atnount equal to the
greater o�the Debt Service Rate for such Bonds and the fa�r market rental rate for the Premises;
C. A public benefit for the use of the Parking Garages by the public will be preserved by requiring
a minimum of 400 Public Spaces available for p�blic parking use, to be allocated among
Garage Unit 1, Garage Unit 2 anc�lar Garage Unit 3 pursuant to the terms of this Sublease,
during the minim�m hours of b:00 p.m. to 7:00 a.m. on weekdays and a11 day on wee�ends,
with the understanding tilat fees may be coltected by Subtenant for such parking; and
D. Subland�ord and Subienant understand that the continuaci success af the Project is dependent
on �e ability of the usexs af the Project to use the Parking Garages (as defined i� the Master
Leasej and S�blaz�dlord desires to support the continued operations of the Project �y entering
into this Sublease.
AGREEMENT
NOW, T�IEREFORE, for and in cansideratian qf the above and foregoing premises and
the mutual oavenants and agreements set forth herein, together with other good and valuable
consideration, the receipt and sufftciency oiwhich is hereby confirmed and acknawledged by each
Page 3 of 51
Paarking Garages Sublease
of the parties hereto, �ublandlord hereby subleases the Garage Unit 1 Prernises to Garage Unit 1
Subtenant, Sublandlord hereby subl0as�s the Garage Unit 2 Prernise� to Garage Unit 2 Subtenant,
and Sublandlord hereby subleases the Garage Unit 3 Premises io Garage LJnit 3 Subtenant, eacH
pursuant to th� terms and conditions set forth below.
ARTICLE 1— MASTER LEASE
1.1 Sabordinate ta Master Lease. Except as specifically set forth herein, this 5ublease is sub�ect
and subordinate to all of the terms and conditions of the Master Lease beiween Master Landlord,
as "Landlord", and Sut�landlord, as "Tenant", thereunder. Subtenant hereby assumes and agrees to
perforzxa the obtigations of Tenant under the Master Lease io the exteni incorporate� herein. Unless
otherwise def ned herein or in the attached Exhibit A, all capita.lized tarm5 used herein shall have
the same meanings as given them in the Master Lease. A copy of the Master Lease is attached
hereta as Exhibit E and incorparated herein by this referenee. Subtenant shall nat co�mit or
knowingIy perxnit ta be committed any act ar omission by ar on behalf of Subtenant which would
violate any term ox candition of the Master Lease. Subtienant s�all neither do nar knowingly permit
anything to be done by or on behalf of Subtenani which would cause the Master Lease to be
�erminated ar forferted by reason of any right of ter�mination or forfeiture reserved or vested in
Master Laridlord under the Master Lease. Subtenant shall indemnify and hold Sublandlord
harmless from and against all claims, 3iabilities, judgnaents, costs, demands, penalties, expenses,
and damages of any kind whatsoever, including, without limitation, attorneys' fees, consultants'
fees and costs and court costs, ("Claims") by reason of any failure (which continues beyond
applicable notice and cure periods) on the part of Subtenant to perform in any material respect any
of the obligations of Tenant under the Master Lease which Subtenant has become obligated
hereunder to perform, and such indemni�y and hold harmle�s obligation shall survive the expiration
or soozaer termination of this Sublease for a period of two (2) years thereafter, except to tha extent
{i) any such Claims �irectly or indirectly arise out of ar are attribuiable to the gross negligence or
willful misconduct of Suhlandlord ar Mas#er Landlord, (ii} the acts or ornissians of Sublandlard
or o� its agents, employees or contractnrs have impaired Subtenant's ability to so perform the
material obligatians af Tenant under the Master Lease which Subtenant has becorne obligated
hereunder to perform, or (iii) the obIigations of Tenant under the Master Lease l�ave increased as
a result of the acts or omissians of Sublandlord or afits agents, em�Ioyees or contractars (e.g., the
triggering ni an indem�iity obtigation to Masfier Landlord for certain actions oi Sublandlord), but,
for the sake of clarity, not inc�uding the general ac�ions of �ul�lan�lord taken in its capacity as a
regulatory or legislative body which are dane in good faith and are not specific ta the Pxaperty.
However, Sublandlord agrees not to exercise any right of termination contained in Seetion 11.2 or
11.3 ai�he Master Lease without the express prior writte� consent of Subtenant a.nd the Leasehold
Mortgagee. Subtenant represents and warrants to Sublandlard that it has read and is familiar vvith
the Master Lease as af the Ef%ctive Date hereaf. Subtenant hereby agrees nat to unreasonably
withhold consent to Master Landlord and its agents, employees, contractors, suppliers,
�epresentatives, guests, licenses, and invitees, having rights oi ingress and egress ta the Parking
Garages as may be reasonably required in connection with Master Landlard's rights under the
Master Lease.
Page 4 af �1
Parking Garages Sublease
I.2 Applicable Pravisiqns. All af the teims and conditions contained in the Master Lease as they
rnay apply to the Premises are inc�rporated herein and shaiI be terms and conditions of this
Sublease, except those directly contradicted ar madified by the terms and conditians contained in
this Sublease or those cov�nants of Sul�landlord under the Master Lcase which are personal to
Sublandlord and the performance thereof by Subte�ant would be impracticable, and specifically
except for the following Paragraphs of the Master Lease which are not incorporated ar are
incorporateci as rnodiiied herein: Section 2.2, Article 3, Article 4, ArticIe 5, Seetion G.6.4, �eetion
6.12, Artic1� S, Article 9, Articl� 10, Article 12, Article 15, Article 17, and Article 19.
All references to "Rent" in the Master Lease not specifical�y amended herein shall be incorparated
herein to mean Sublease Rent, subject to the provisions of Section 3.1 herein, including the
pay�ment of fihe Sublease Rent Remainder. Ail oi t�e incorporated terms oi the Master Lease as
referenced and qualified in this Section 1.2 along with all of the following terms and con.ditions
set forth in this dc�c�,unent shall canstitute tY�e complete terms and conditions of this ��blease.
1.3 Obligations of Sublandlord.
13.1 Notwithstanding anything herein cantained, the only ser�vices or rights to which
Sub#enant is entitIed hereunder are those to which �ubla�adlard is entitled under the Master Lease
or vvhich Sublandlord agrees to provide pursuant to the express terms of this Sublease. Su6landlo�d
agrees to provide copies to Subtenant of all notices received ar sent by Sublandlord under or with
respect to the Masier Lease and the Premises, or the operations of Subtenant conducied at �he
Premises. Sublandlard shaIl diligently pay and perform, within the time required under the Master
Lease, all of the Master Lease covenants applicable to SubIandlord, and Sublandlord shall
diligently enfarce the payrnent and performance by Larzdlord, within the tinne requixed under the
Master Lease, of all of Master Landlord's ohligatians under the Master Lease to the extent not
required under this Sublease to be satis�ied by Subtenant. Without Subtenant's prior written
cansent (which consent �nay be withheld in Subter�ant's sole discretion) ar�d the prior written
cons�nt of any Leasehald Mortgagee, Sublandlord shall not underta�Ce any acts in respect �o the
Master Lease nar do anyth'i.ng that would cayse or result in a defauli by Sublandlord under the
Master L�ase, except to ti�e extent due ta any act or omission by Subtenant which results in a
de�auIt of Sublandlarci's abligations under the Master Lease, Without Subtenant's grior written
consent (�uvhich consent may be withheld in Subtenant's sole discretion) and the prior written
consent of any Leasehold Mortgagea, SubIandlord shall not make or enter intv any amendrnent or
modification of the Master Lease or voluntarily agree to the terminatian of the 11/Iaster Lease. The
parties acknowledge that Subtenant has no privity of cantract with Masfer Landlard and therefore
Subtand�ord shall cause Master Landlord to perform aIl of its obligations under the Master Lease.
If Sublandlord fai15 to perforn� its obligations under tk�is Sublease as a result of the failure of Master
Landlord to pet-form said obligations under the Master Lease (regardless of whether or noi such
faiIure is the casult of SublandIord's breach of the Master Lease), then Subtenant inay cansider
snch failure a default Under this Sublease. With respect to any ob�igation of Sabtenant to be
perfarmed under this Sublease, whe� the Master Lease gra.nts Sublanc�lord a specific number of
days to per�arm its obliga�ians thereunder, Subtenant shall have the same number of days to
perform such abligation. With respect to approval required ta be obtained by "Landlord" nnder
Page 5 of Sl
Parking Garages Sub�ease
the Master Lease, such consent must be obtained frozxa Master Landlord and SubIandlord and the
approval of Sublandlord vclill be deemed vcrithheld if Master Landlord's cons�nt is not abtained.
Sublandlard wi11 duly notiee Master Landlord of requests far consent by Subtenant, but retain,s tt�e
right to inake its own indepe�dent determinaiion of consent pursUant to the terms of this Sublease.
Sublandlord shaIl promptly provide written notice to Subtenant with copies of ar�y notices recei�ed
from Master Landlord by SuY�Ia.ndlord under the Master Lease. In the avent Sublandlord is entitled
to any payrnents, proceeds ar amounts under the Master Lease (including, without limitation,
d�nnages, insurance proceeds and Condemnation 1'roceeds), and Subtenant is entitled to sarne
pursuant ta tl-iis Sublease, Sublandlard assigns to Subtenant the right to collect such payments,
proceeds or amounts, and Subtenant shall have the right to receive same in the manner set %rth in
the Master Lease, and Subtenant is hereby subrogated to Sublandlard's rights under ihe Master
Lease ta directly receive such payments, praceeds ar amounts.
1.3.2 Sublandlard wilI pravide to Subtenanf annUal grants ("3�0 Grants"} pursuant to
Chapter 380 af the Texas Local Government Code in accordance with the pravisions of the 38Q
Grant Agreerr�ent, the forz�a of which is attached hereto as Exliibif "C" (the "38Q Agreement"},
Upon the Effecti�e Date of this Sublease, Sublandlord and Tenant shall deliver to ti�e o#her party
executed copies ofthe 380 Agreement. The parties agree that the 3$0 Grants may be terminated
or suspended under certain circumstances as pravided in the 3$0 Agreemen�, and. such tertnination
or suspansion of the 3 SO Grants will not cause an event of defautt under, or termination of, ihis
Sublease.
ARTICLE 2 — TERM
2.1 Initial Term. The initial term of this Sublease ("Initial Term") sha11 commence on the same
date as the Commencement Date under the Master Lease ("Commencement i]ate"), and shail
cantinu� %r a period of twenty (20) years thereafter, subject to any earlier terminatian as
specifieally provided for in this 5ublease.
2.2 Renewal Terms. The Initial Term a�tlxis Subdease zx�ay be renewed and extended for up to
four (4) additional 20-year terms {each a"Rener�vaI Term"}, by Subtenant giving written notice to
Sublandlord of Subtenant's election to renew and extend no later than thirty {30) days prior to t�e
expiration date of the Inifiial Term or Renewal Term, as then applicable. The Initial Term, as
extended by any Renewal Term, is hereinafter referred to as the "Term". Notwithstanding
anything herein ta the contrary, prior #o the e�piration of the Term on account of Subtenant's iailure
to timely deliver written notice electing to exercise a remaining Renewal Term hereunder,
Sublandlaxd shall first deli�er written natice to Subtenant and Leasehold Martgagee providing an
additional thirty (30} days in which to exercis.e snch option and specifying, in large, conspicuous
type, that Subtenant's failure to respand anc� exercise withi� such 30-day period will be deemed ta
be Subtenant's al�ction not to renew the Term of this Sublease for another Renewal Terrn. I�
Subtenant fails to respond within such additional 30�-day period by delivering written notice to
Sublandlord, then, subje�ct to Lea�ehold Mortgagee's rights under Article 16, the Ter�n of this Lease
shall expire on the later to occur of (i) the end of the 30-day period follawing Subtenant's receipt
of Sublandlord's written notiee, ar (ii) the end of the then-current Term.
Page 6 of �1
Parking Garages Sublease
23 Suh�enant Termination. In the eve�t the Purchase and Sale Agreernent (as defrned in the
Master Lease} is terminated for any reason, this Sublease s�all automatically terminate effectively
immediately upon terminatiatt nf the Purchase and Sale Agreement.
ARTICLE 3— RENT AND REVENUES
3.1 Reot. For the use and accupancy oithe Prernises herein granted, total rent sha11 be the Sublease
Rent, provided, however, that Subtenant shall pay to Sublandlord the Sublease Payment on a
monthly basis, at�d the Sublease Rent Remainder sl�all be credited �� Subtenant upon the aruivai
paymant of the 380 Grant on behalf of Subtenant, which arnount sha11 be paid by Sublandlord to
Master Landlord. Upon the execution by Sublandlord of the Memorandum af Rent and
Commencement Date required under fihe Master Lease, SublandTord and Subtenant shall also
execute a Memarandum of Sublease Payment and Cammencement Date for this Sublease, in the
ft�rm set forth in E�ibit "D", attached hereto and made a part hereof far all purpases. The frst
Suhlease Payment shall be due and payable as set fort�i in the Memorandurn of Sublease I'aymenfi
and Comrnencement Date, and each additional Sublease Payment shalI b� due rnonthly on or
be£ore the �fth (5�`) day of the month. The Sublease Pay�nent shall be paid to the Sublandlord,
wi�haut notic� or demand, at the address included in this SUblease Under the notice section
cantained in Article 11, or as o#k�erwise specified by Sublandloxd in writin:g. In the event o� a
termination of the 380 Grant, Subtenant shalj beeome liable far the entirety of the Sublease Rent,
and the Sublease Rent Remainder must be paid on a monthly �asis on the same terms and
canditions as the Subl�ase Payment.
3.2 Failnre to Pay. If Sul�tenant fails io pay the Subl�ase Payment in accord�nce with this section,
the Sublandlord shall provide �ubtenant a fhirty (3�) day written notice to make the Sublease
Payrnent, and if Sublaridlord d�liv�red such written notice, and Subtenant fails to tr�ake such
Sublease Payment within thirty (30) days of receipt o� such written notice, t�e Sublandlord may
consider such failure an event of default under this Subl�ase.
3.3 Net Re�enues. Subtenant shall pay Sublandlord annually an amount equal to 25% of any
Short-Term Parking Net Revenue collec�ed by Subtenant from the Public Spaces in the Prer�ises
during the first five (5) years oi the Term and 50% of any Short�T�rm Parking Net Revenu�
collected by Subtenant from the Public 5paces in the Premises for all sUbsequent years oftlae Term,
3.4 Major Events. Sublandlord shall have the right to reser�e the use of the Public Spaces during
the hours specified in Recital C above or at otlier inutually agreed dates and times far use by the
public in relation to no inare than ten (10) Major Events per calendar year; provided, however, in
order ta provide parking for the Project during th� Major Events far parking unrelated to sucli
Major Eveilis, at least 54 of tlie Pliblic Spaees must remain available to tile general public at all
times and at least 104 of the Puhlic Spaces must remain a�ailable to the general pt�blic diirii�g
evenings and o�i weekends. Subtenant inay collect fees for �a��king dl�.t�ing Major E�e��ts at the
then p�•evaiIing inarket rate.
Page 7 of 51
Parking Garages Sublease
ARTICLE 4— MA,�NTEN.ANCE 4F PRENIISES
�.1 Premisea Maintenance. Sublandlord shall ndt be tesponszble far any repair, replacement, or
maintenance of the Premises, including but not limited tio re�lar maintenance, capital repairs and
replacennents, building systems repairs and nnaintenance, roofs, sfairwells, foundation, or walls.
The parties agree that repair, replacement, and maintenance of the Premises shall be performed by
or on behalf af the Condo Association in accordance with the docurnents perta�ning to the
aperation or gov�rnance of the candominium. How�ver, to the ext�nt any repair, replacement or
maintenance of t1�e Pre�nises are not performed by or on behaIf of the Condo Association,
Subtenant shall repair, replace, and rnaintain the Premises. If Subtenant or Subtenant's con�ractors
fail to repair, replace, or rriaintain the Premises as required in this Section 4.1, Sublan.dlord will
pravide notice ofnecessary repairs, replacements, or rnaintenance ta Subtenant, a.nd such repairs,
replacements, or maintenance shaIl be completed within t�irty (30) days of xeeeiving suc�
notification or i� such repairs are incapabl� of being complet�d within thirty (30) days, v►�ithin a
reasonable time thereafter, so long as Subtenant is diligently pursuing or causing the diligent
pursuit of such repairs: If Subtenani fai15 to �ffect �he required repair, replacement, ar maintenance
in accordance with this Article 4, �ublandiord has the right to send a second notice stating in
conspicuous ty�ae that Subtenant's failure to make such repairs within tan (10) days �rill give
Sublandlord the right ta make such repairs at �ubtenar�f's cost. If Sublandlord delivers such a
sccond noiice and Subtenant fails �o mak� such repairs after such additional ten (10) day period,
then Sublandlord may elect to self perfot�a the anaintenanee. Sublandlord°s cost to pe�orm the
maintenanc� may be invoiced to Subtenant as additional Rent in an amount equal to the actual cos�
of Sublandlard, and such additional Rent shall be paid by Sublandlord in addition to the Sublease
Payment and sha11 not be sub�ect to any 3$0 Grant payments.
A�.2 Assignment af Xntangible Personal Property. Upon the execution and delivery of this
Sublease by Sublandlord and Subtenani, any and all right, title and intere�t of SublandIord in and
to the Intangible Personal Property (as defined in the Master Lease} are hereby assigned and
assumed by Subtenant �antil sueh time as this Sublease expires ar is terminated in accardance with
the pravisions ofthis Sublease.
4.3 Assignment of Condo�inium Rights. Upon the eXecution and delivery of this Sublease by
SublandIord and Sub�enant, any and all rights (including all voting rights and the right to appoint
directors} and obligatiozas {including the abligatians to pay a.ssessznen�s as provided in the
Condominium Deciaration), liabilities, limitations, rights, waivers, benefits or burdens that are
ves#ed or that rnay ir� the future beeome vested in ar upon the Owner (as defined in the
Condorninium D�claration) of Garage Master Unit 1, Gaxage Master LTnit 2 or Garage Master LTnit
3, pursuant to tk�e Condominium Doc�annents are hereby assigned and assuzned by Subtenant and
will autamaticalIy be the rights and ohligations (including the obligations to pay assessments as
de£'ined in the COXICIQ17k1rilLlCCI Declaration), liabilities, limita#ians, rights, waivers, benefits or
burdens of Snbtenant, UntiI suci� time as this Subleas� ��pires or is terminatied in accordanca with
th.e provisions of th.is Sublease.
Page 8 af S]
Parking Garages Sublease
ARTICLE 5 -� TAXES
5.1 Taxes. Master Landlard owns the Premises as a transportation facility as set forth in the Texas
Transportation Corpor�.tion Act, Chapter 431 of the Texas Transp�rtatian Code, and Sublandlord
18ases the Premises for the governmental function of operating a parking facility as described in
Section 1Q1A215(a}(25) of the Texas Ci�il Practice and Remedies Code. Th� Premises are
anticipated to be tax e�ernpt; hawever, �ubtenant is obligated to pay any real estate taxes or
pay�nents in liev of taxes if the t� exempt status clianges. Sublandlord agrees to use all reasonable
means to obtain and rnaintain the tax exempt status of tha leasehold interest u�der the Master
Lease. Subtenant acknowledges that the �ublease may create a possessory interest subj�ct to
praperty ta.xarion at�d thc Premises may then be subjeet to the payment of property taxes levied on
sUcl� interest. Subtenaait agrees to pay oc cause to be paid taxes of ar�y kind, including passessory
int�rest taxas, that may be lawfully assessed on �he leasehold int�rest hereby created and to pay all
other taxes, excises, licenses, permit charges and assessments based on the usage of the Premises
that rnay be irnpas�d by la�w, all of �which shall b� paid wh�n the same become due and payable
and before delinquency.
ARTICLE 6 — ENVIl20NMENTAL INDEMNIFICATION
6.1 Environmental Costs; Ind�mnification. Except to tlae extent due to #he gross negligence
ar willful rnisconduct of the 5ublandlord or Masier Landlord, Subtenant shall pay any judg►rtents,
fIflOS, charges, �eSS� damages, �QSSOS, penalties, dennar�ds, aC�1QT1S, CQSY3� and expenses (including,
without limitation, legal fecs and expenses), remedial and response costs, remediation plan
preparation costs, and any continuing monitoring or cIosure costs arising frann. or pertaining to the
applicatian of any Applicable Environmental Law to ihe Premises due to a breach of Subtenant's
obligations under this Sec�ion 6.I. EXCEPT T4 THE EXTENT CAUSED BY THE GROSS
NEGLIGENCE OR WII,LFUL MISCONDUCT OF THE SUBLANDLORD OR MASTER
LANDLORD, SUBTENANT SHAI,L INDEMNIFY AND HOLD HARIVII.ESS THE
SUBLANDLORD OF AND FROM ANY AND ALL LIABILITIES (1NCLUDING STRICT
LIABILITY), JUDGMENTS, FINES, CHA.RGES, FEES, DAM.AGES, LOSES, PENAL.TIES,
DEMANDS, ACTIONS, eosTs, AND EXPENSES (IlVCLUDING, WITHOUT LIMITAT�ON,
LEGAL FEES AND EXPENSES), REMEDIAL AND RESPONSE CO�TS, REMEDI��.TION
PLAN PREPARATION COSTS, AND ANY CONTINUING MONTTORING OR CLOSURE
COSTS 1NCURRED OR SUFFERED BY THE SUBLANDL�RD (OR ASSERTED BY ANY
THll�D PARTY AGAIlVST THE SiJBLANDLORD) DUE TO THE BREACH OF
SUBTENANT'S OBLIGATIONS SET FORTH IN THIS SECTION 6.1, BUT NOT IF D[JE T�
SLTBLANDLORD'S OR MASTER LANDLORD'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
ARTICLE 7 — LIENS
7.1 Liens. Subtenant agrees not to a1lQw or suffer any mechanics' ar nrzaterialmen's lien to be
�mposed upan the �'remises or upon any eyuipment, improvernenis or property locat�d thereon
owned by Master Landlord or Sublandlord by, through or under Subtenant without promptly
discharging the same, p�ovided that Subtenant, if so desiring, may have reasonable opportunity to
Page 9 of �1
1'arking Garages Suhlease
coniest the validi#y af the same. Further, Subtenant shall inform its own contractors and requ�re
such contractors to in�orrn t.�eir subconiractors, that the Premises is public property and is nat
subject to rnechanics liens or other encumbrances. Sublandlord ag�ees not to allow ar snffer any
mechat�ics' and z�aaterialmen's lien to be imposed upon the Premises or upon any equipment,
impro�etnents or property located thereon occurring by, through or unc�er Sublandlord.
SUBTENANT AGREES TO INDEMNIFY, DEFEND AND HOLD MASTER L�NDLQRD
ZIA]:tMLESS FRpM �ND AGAIlVST ANY CLATM.� FOR MECHAIVICS', MATERIAL
Si1PPLIERS' OR OTHER LIENS IN CONNECTION WITH ANY .ALTERATIONS,
REPAIRS OR CON�TRUCTION ON THE PRENIISES, OR MATERIALS FURNISAED
OR OBLIGATIONS INCURRED BY UR FOR SUBTENANT.
ARTICLE 8-- INDEIVINITY AND INSURANCE
8,1 �ndemnity.
S.T.1 SUBTENANT S�IAIaL AND DOES AGREE TO INDENINIFY, PROTECT,
DEFEND AND HOLD AA�tmT.ESS MASTER LANDLORD AND SUBLANDLORD FOR,
FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LO�SES.
LIENS, CAUSES OF ACTION, SUITS, JUDGMEIVTS AND EXPENSES, (INCLUDING
COURT CDSTS, REASONABLE ATTO1tNEYS' FEES AND REASONABLE COSTS OF
iN VESTTGATXOI�, OF ANY NATU�ItE, KIND OR DESCRIPTION ARISING OR
ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR
DAMAGE T� OR LOSS OF PROPERTY {1) RELATING TO THE USE OR
OCCUPANCY OF THE PREMISES BY SUBTENANT, ITS EMPLOYEES,
CONTRACTORS, AGENT� OR INVITEES; (Z) BY REA�ON OF ANY OTHER CLA�M
WFIATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE
OCCASION�D IN WHOLE OR IN PART BY ANY ACT OR 011�IIS�I�N ON THE PART
OF �UBTENANT OR ANY INVT�EE, TENANT, EMPLOYEE, DIRECTOR, OFFICER,
SERVANT, OR CONTRACTQR OF SUBTENANT, OR ANYONE �USTENANT
CONTROLS OR EXERCISES CONTROL OVER, EXCLUDING, HOWEVER, CLAIlVIS
WHICH DO NOT RELATE TO THE PREMI�ES OR THE SUBLEASE, OR (3) BY ANY
BREACH, VIOLATION OR NONPERFORMANCE OF ANY MATERIAL COVENANT
OF SUBTENANT i1NDER THYS SUSLEASE (COLLECTNELY, ��LIABII.I'i`IES"),
EVEN IF SUCFI LIABII.]:T�ES ARISE FROM �R ARE AT1'RIBUTED TO '1'HE
CONCURRENT OR PARTIAL NEGLIGENCE OF MASTER L�NDLORD �R
SUBLANDLORD. NOTWITFISTAND�NG ANYTHING IN THCS SUBLEASE TO T��
CONTRARY, THE ONLY LIABILITIES WITH RESPECT TO WAICH SUBTENANT'S
OBLIGATION 'TO INDEMNIFY THE MASTER LANDLORD �R SUBLANDLORD
DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARL.4ING OUT OF OR
RESULTING FROM EITHER (I} THE BREACH, VIOI�ATION OR
N4NPERFORMANCE OF AN'Y MATERIAL COVENANT OF MASTER LANDLORD
YTNDER TAE MASTER LEASE OR THE SUBLANDLORD UNDER THIS SiTBLEASE,
OR (II) T`HE ACTIONS, NEGLIGENCE OR WILLFUL MISCONDUCT OF MASTER
LANDL4RD OR SUBLANDLORD. IF ANY ACTION OR PROCEEDING SHALL SE
SROUGHT BY OR AGAINST MA�TER LANllLORD O� SUBLANDLORD IN
C�NNECTION VVXTH ANY SUCH LIABYLxTYES WxirCH AIiE COVERED BY THI�
Page 10 of �1
Par�Cing Garages Sublease
INDEMNYTY, SUBTENANT, ON NOTICE FROM MA,STER LANDLORD OR
SUBLANDLORD, S1�ALL DEFEND SUCH ACTION OR PROCEEDING, AT
SUBTENANT'S EXPENSE, BY 4R TH1tOUGH ATTORNEYS REASONABLY
SATI�FACTORY TO MASTER LANllLORD OR SUBLANDLORD, AS APPLICABLE.
THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF
SUBTENANT WITH RE�PECT TO TH� USE AND OCCLTPANCY OF THE PREMISES,
WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE �F
THE TERM AND SEFORE THE TERMINATION OF THIS SUBLEASE. THLS
INDENINIFICATION SFlALL N�T BE LIMITED TO DAMAGES, COMPENSATTON OR
BENEFITS PAYABLE UNDER IN�URANCE POLIC�ES, WORT�RS'
COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OT�R EMPLOYEES'
BENEFIT ACTS.
8,1.2 IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR
HEREAFTER IN EFFECT AND AFFECTTNG THE VALTDITY OR ENFORCEASILYTY
OF TiIE INDEMNI:FICATION OBLIGATION UNDER THIS ARTICLE 8, SUCH LEGAL
LIMITATiONS ARE MADE A PART OF TFIE INDENINIF.LCAT�ON 4BLYGAT�ON AND
SHALL OPERATE TO AN�ND THE INDENINIFICATION OSLIGATION TO THE
MINIMUMEXTENT NEGESSARY TO BRING T�IC PROVISION INTO C4NFORNIITY
WITH T,IIE REQUIItEMENTS OF SUCH LIMITATIONS, AND AS SO M�DIFIED, THE
IlVDEMNIFICATION OBLIGATION SHALL CONTlNUE IN FULL FORCE AND
EFFECT.
8.2 Waiver of Liabiirty. NEITHER MASTER LANDLORD NOR SiTBLANDLORD SHALL
BE LIABLE IN ANY MANNER TO SUBTENANT, ITS EMPLOYEES, CUNTRACTORS,
OR INVITEES IN CONNCCTION 'WYTH THE USE OF THE PREMISES BY ANY OF
THEM, �'OR ANY INJURY TO OR DEATH OF PERSON� UNLESS CAUSED BY THE
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF EITFIER MASTER
LANDLORD OR SUSLANDLORD OR THEIR RESPECTIVE EMPLOYEES,
CONTRACTORS, AGENTS OR INVITEES. EXCEPT AS OTHERWISE SET FORTH
HEREIN, IN NO EVENT SHALL MASTER LANDLORD OR SUBLANDL�RD BE
LIASLE IN ANY MANNER TO SUSTENANT, ITS �MPLOYEES, CONTRACTORS,
AGENTS OR INVITEES AS TFIE RESULT OF 'ITHE ACTS OR ONIISSIONS OF
�USTENANT, ITS EMPLOYEES, CONTRACTORS, OR INV1`I'EES, IN C4NNECTION
WXTH TAE USE OF THE PRENIISES BY ANY OF THEM. ALL VEHICLES AND .ALL
PERSONAL PROPERTY WITHIN VEHICLES USING THE PREMISES, WHETHER
PURSUANT TO THIS SUBLEASE OR OTHERWISE SHALL BE AT THE RISK OF
SUSTENANT ONLY, AND EXCEPT TO THE EXTENT CAUSED BY THE GROSS
NEGLIGENCE OR WTLLFUL NIISCONDUCT OF MASTER LANDLORD OR
SUBLANDLORD OR THEIR RESPECTIVE EMPLDYEES, CONTRACTORS, AGENTS
OR INVITEES, NETTHER MASTER LANDLORD NOR SUBLANDLORD SHALL BE
LIABLE FOR ANY LOSS OR TIIEFT OF OR DAMAGE TO PROPERTY OF
5L]BTENANT, ITS EMPLOYEES, CONTRACTORS AGENTS OR INVITEES,
Page 11 of 51
Parking Garages Sublease
REGARDLESS OF W:[iETHER SUCH PROPERTY �S ENTRUSTED TO EMPLOYEES
OF MASTER LANDLORD OR �UBLANDLORD OR SUCH LOSS OR DAMAGE IS
OCCASIONED BY CA�UALTY OR T��EFT.
8.3 Iusurance.
8.3.I Commercial General Liability Insurance. Subtenant sY�all �aintain at all times
comrnercial general liability insurance insuring the Sublandlord and the Subtenant against all
claims or demands far persanal injuries to ar dea�h of any persan, and damage to or desiruction ar
loss af prap�rty, tlZat may be claim�d ta have occur�red on tha Prerriises. The policies shall cover
coznbined single lirr�it for badily injury and properiy damage per occurrence of not less than Two
Million Dollars ($2,000,000.00); provided, however, Sublandlord frorr� tirae to time (no� more
frequent than every five years) �nay request commercially reasonable changes to the amounts and
coverages under such poIicies, provided that sueh changes are consistent with the insurance
requirements of iandlords far comparable prajects to the Prernises. The Suhtenant's insurance
sha.11 be issued by an insurer licensed to business in tne State of Texas and shall contain a waiver
of subrogation endorsemen#. The Subtenant snall delfver to the Sublandlord certificates of such
insurance caverage and evidence of payment of alt premituns within thirty {30) days after dennand
hy ihe Sublandiord or within thirty {30) days after renewal of such insurance programs, whicH
certificates shall show the SublandIord as an addiiional insured and Subienant shall reasonably
endeavor to cause such insurer ta shall provide a thirty (30) day noticr; of cancellation to
Subla�dlord, axcept with respect ta non-payment of premium.
$.3.2 Property I�suranee. During the Term, Subtenant shall maintain or cause to he
rnaintained in force, at its own expense, praperty insurance covering its respective int�rest in the
Premises as required to be carried by SubIandlard under ihe Master Leasa, naming Sublandlord
and Master Landlord as additional insureds thereunder; proaided, however Subt�nant rnay, as
xequ�red under the Gondominium D�claration, cause the Condo Association to earry such portion
of the insurance required herein. Subtenant shall deliver to Sublandlord promptty upon demand,
eertificates evideneing all such insurance. 5ublandlord, at its sole cost and expense, may maintain
property insuranc� ca�vering its respective interest. The satisfaction of the i�surance requirements
set forth in tl�is Sublease and ir� the Condominium Deciaratian held by any of Tenant, Subtenant
and/or the Condo Association shall be deerned to satisfy the izasurance requirements of Subtenant
pursuant to th�s Sublease.
8.4 Subtc�ant's Failure to Maintain Insarance. Subtenant sha11 secure the insurance coverages
a�d provide e�ridenca thereof to Sublandlord as required by this S�ablease in accordance with the
time periods set forth herein. If Sub#enant fails to abide by this section and fails to cur� same
within ten (I O) day�s of receipt of written notice from Sublandlord, Sublandlord za�ay cansidet such
failure a default under this Sublease, and as Sublandlord's sole and exclusive remedy for such
breach by Subtenant, Suhlandlord shall have the right to obtain such izasurar�ce and Subtenant shall
pay to Landlord th.e commercially reasa�able premiurn costs thereof and suc� amoun# shall be paid
to Subland[ord in addi#ion to the Sublease Payment a.nd shalI not be sub�jec# to any 380 Grant
payanents.
Page 12 of Sl
Parlcing Ga.rages Sublease
ARTICLE 9— SUBLETTING AND ASSIGNMENT
4.1 Sublesse. Subtenant may er►t�r into agreements (including, without limitation, sub-subieases)
with other owners ofthe �roject, residents ofthe Project's residential unit, and guests, tenan�s and
occupants af any of the Project's retail, office or hotal units, withnut the prior consent af
Sublandlord, :Far the pUrpase af allawing sanae to use parking at the Prennises, an such terzns a�d
conditions as determin�d by Subtenant in their sole discretion. Further, without the prior consent
of Sublandlord, Subtenant �ay contract with a third party to manage th.e Par�ing Garages in
accordanee r�ith the terms and conditions set forth in Section 5.4 of t�e Master Lease. Subtenant
further agrees to preserve the public purpose by offering the Public Spaces as set �a�th herein.
�ubtenant may sub-sublei tlie Premises to any other parties with Sublandlord's written consent, no�
to �e unreasonably withheld, conditioned or delayed. Any and alI sub-subletting shall be
subordinate to this Sublease. Any subletiing shall not release Subtenant of its obligations under
this 5ublease. Subtenant shall be solely responsible for all sub-subleasa agreements and the
collecti4n of any rents due to Subienant under sueh agreements. Subfenant's failure to collect rents
due under any sub-sublease shall noi release Subtenant of its obligations to pay all amounts due
under this Sublease.
9.2 Asszgnment. Subtenant may not sell, assign, iransfer, or otherwise �onvey any of ifis rights or
obligations under this Sublease, either in whole or in part, prior to completion of the Praject, except
to an affiliate of Subtenant; provided, hawever, Subtenant may collaterally assign the Sublease
and pledge and encumber Subtenar�t's subleasehold interest in the Premises to a Leasehold
Mortgagee in accordaflce with Article 16. After completion of the Projec�, Subtenant may sell,
assign, transfer, or otherwise con�ey any c�f its rights or obligations under the Sublease Agreement,
either iri whole or in part, to any entity that acquires all or a portion o� the Project withaut ttze
cons�nt ofMaster Landlord, except as provided in Article 16; for all oiher assignments, the cansent
of Master Landlord is required, such consent not to be ur�easQnably withheld, condifiioned, or
deIayed. If ownership of less ihan all of the Premises is transferred by Subtenant through a saie,
the parties will reasonably cooperate in good faith to negotiate to assign a11 ar part of the Sublease
and the 3&0 Agreernent as necessary to support the split in ownership and execute such
agreetnent(s) (including a ne�v�+ sublease and 380 agreement on substantially the same terrns as
provided herein, ta the e�ctent applicable �v such portion of the Premises) as may be reasonably
reyuested by Subtenant. Notwithstanding anything to the contrary, ar�y assign�nent expressly
reyuirin� Sublandlord's or Master Landlord's consent under �his Section 9.2 wiIl requir� the
execution of a cansent to assignz�aent betweez� the Subter�ant, its assignee, Sublandlord, and Master
Landlord, whicI� consent will no� be unreasonably withheld. SucI� Cons�nt may ba granted
admirustratively by Sublandlard and Master Landlord, except where nated herein.
9.3 Sublandlord S�blease anci Assignn�aeat. Sublandlord shall not be allovved to assign. tlais
Sublease, without the prior written eonsent nf �ubtenant and the Leasehald Mortgagee (if anyj.
This Sublease is binding upon and inures to the benefit of any of Sublandlord's successors and, to
the extent assignment may be approved by Subtenant hereUnder, Subiandlord's assigns.
Page 13 of 51
Parldng Garages Sublease
ARTICLE 10 -- NON-DISCRIIVIINATION
10.1 Sabtenant Shall Nof Discriminate. Subtenant, as part of f,h� consideration herein, agr��s
that in the performance of Subtenant's duties and obligations hereunder, it shall not discriminate
in the �reatment or employment of any individual ar group of individ�aals an any basis prohibited
by law. �F ANY CLA.�M ARTSES FR.OM AN ALLEGED V�OLAT�DN OF THIS NON-
DxSCRT1VMTNATION CDVENANT BY SUBTENANT, YTS PERSONAL
REPRESENTATIVES, AS�IGNS, CONTRACTORS OR SUCCESSORS IN INTEREST,
SUBTENANT AGREES T4 INDEMNIFY AND DEFEND MASTER LANDLORD AND
SUELANDLORD AND HOLD CITY HARMLESS FROM SUCFI CLAIM.
ARTICLE 11-- NOTICES
11.1 Notices. Any natiee puz�suaza� ta this Sublease shall be gi�en in writing by (i} personal
delivery, or (u) reputable overnight delivery ser�ice with proof of delivery,. ar(iii) United States
Mai�, posta.ge fuIly prepaid, registared or certifi�d mail, reiurn receipi requasted, ar(iv} by
electronic mail and followed by wriiten notice outlined abave, sent to the intende.d addressee at
the address set forth below, or to such ather address or to the attention of such other person as the
addressee shall have desigr�at�d by vvritten notice sent in accordance herewith, a.r�d shall be
deemed to have been given either at the iime of electronic mail receipt, pexsonal deIivery or, in
the case of expedited delivery sar�rice or maiI. Unless changed in accordance with the preceding
sentence, the addresses for notices given p�axsuant to this Sublease shall be as fnllows:
If to Gara�c Unit l Subte�ant:
GPIF GD Multi LLC
c/o Crescent Real Estate LLC
777 Main Street, 5uite 2260
Fort Worth, Texas 76102
.�ttn: Asset Manager
Email: jgrant@crescent.com
Vrli�h copies to:
GPIF CD Multi LLC
c/o Crescent Real Estate LLC
77'7 Main 5treet, Suite 2260
Rort Worth, Texas 7b102
Attn: Legal Department
Email: alomhardi@crescent.com
a�d to:
Winstead PC
2728 N. Harwood Street
Suiie 500
Page 14 of 51
Parking Garages Subiease
Dallas, Te�as 75201
Attn: Mike Alessio
Email: malessio@winstead.com
Zf to Garage Unit � Subtenant:
GPIF CD �fFice LLC
e/o Crescent Real Estate LLC
777 Main Street, Suite 226a
Fort Worth, Texas 75102
Attn: Asset Manager
Email: jpirtle@crescent.com
With capies to:
�P1F CD Office LLC
c/o Crescent Real Estate LLC
777 Main Street, 5uite 2260
Fort �JVorth, T�xas 76IO2
Atin: Legal Department
Email: alombardi@crescent.com
and to:
Wirfstead PC
2728 N. Harwood 5treet
5uite S00
Dallas, Texas'152a1
Attn: Mike Alessio
Email: tx�alessia@win.stead,com
If to Garage iJnit 3 Sn�rtenant:
GPIF` CD Hotel LLC
efo Crescent Rea1 Estate LLC
777 Main Street, Suite 2260
Fart Worth, Texas 76102
Attn: Asset Manager
Email: tcabiIao@crescent.com
Page 15 of 51
Parking Garages Sublease
With capies to:
GPIF CD Hofel LLC
c/o Crescent Real Estate LLC
'777 Main Stxee�, Suite 2260
Fort Worth, Texas 761 Q2
Attn: Legal Department
Ernail: alombardi@cre�scent.com
and to:
Winstead PG
2728 N. Harwaod Street
Suita S0�
Dallas, Texas 75201
Attn: Mike Alessio
Email: malessio@winstead.com
If to Sublandlord:
City of Fort Worth
Atfin: Property Management Of�ce
9D0 Monroe Street
Fart �Vorth, Texas '76102
Email: Mar�C.Brown@fortworthtexas.gov
With Copy to:
City Attorney's Office
City of Fort Warth
Attn: Leann Guzmatf
200 Texas Stteet
Fa�t Wortl�, Texas 761U2
Ernail: Leann.Guzman@fortwortht�xas.go�
ARTICLE 1�— CITY'S FISCAL FUNDING OUT
12.1 Non-appropristion of Funds. In the event no funds or insu�cient funds are appropriated
by �ublandlord in any fiscal periad for any frnancial obligations o� Sublandlord hereunder,
Svblandlord w11 notify Subtenant in writing of such occurrence and Subtenant s�all be allowed to
take over any obligation Sublandlard inay have under this Sublease or the Master Leasa for which
no funds or insufficient funds have been identified; provided, however, in the e�ent Subtenant
expends funds on behalf of Sublandlord to satisiy Sublandlord's obligation under this Sublease or
the Master Lease, then Subtanant shall be entitled to offset any Sublease Rent or other paymenfis
payable by Subtenant to Sublandlord under the Sublease until Subtenant has recovered aIl amoun#s
so incurred by Subtenant on behalf of Sublandlord.
Page 16 of �1
Parking Garages Sublease
ARTICLE l3 — OPTION, EXTENDED OPTION, AND RIGIiT OF REFUSAL
I3.1 Assignment. Sublandlord assigns to Subtenant the Option, Extended 4ption, and Right of
Refi�sal as set forth in Article 19 of the Master Lease, and Subtanant shall have the rigIat to exereise
each irz the manner set for�h in the Master Lease. Sublandlord shall cayse Master Landlord to
agr�e in the Master Lease (i) that Subtenant shall have the right to directly exercise each of the
Option, the Extended Option, and the ROFR Opiion (as such terrns are defined in the Master Lease)
granted to SUblandlard under the Master Lease, and (ii) th�t Master Landlord will accept sueh
direct exercise by Subtenant as though Subtenant was the Tenant under the Master Lease.
ARTICLE 14 — MISCELLANEOUS
14. i Rul+e of Construetion. Sublandlord and Subtenant acknowledge that each has re�iewed anci
revised this 5ublease, and SublandIard and Subtenant hereby agree that �he normal rule of
canstruction �o t�e efFect �hat ariy ambiguities are fo be z�esolved against the drafting party shaIl
not be employed ia tk�e interpretation oithis Sublease or any amendments or exhibits hereto.
14.3 Au�hority. Each person executing this Sublease, by its execu�ion hereof, �epresents and
warrants that �ae is �ully authorized to do so, and that no furiher action or consent on the part of the
party for whom it is acting is required to the effectiveness and enforceahility of this Sublease
against such party foIlawing sueh execuiion.
I4.4 Counterparts. This SUblease may be ex�cuted in any number of caunferparts, each of which
will for all purposes be deerned to be an original, and all of whieh are identical.
14.5 Applicable La�v, Ptace of Performance. THIS SUBLEASE S��ALL BE CONSTRUED
UNI3ER AND 1N ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ALL OF
THE OBLIGATIONS CONTAINED 1N THIS C4NTRACT ARE PERFORMABLE IN
TARRANT COUNTY, TEXAS.
14.b Venue. Venue of any ac�ion brought under tY�is Subleas� shall be in state courts located in
Tarrant Caunty, Texas ar the United States Distriet Court far the Northern Dis�rict of Texas, �ort
Worth Division.
I4.7 Entire Agreement. This Sublease and the exhibits attached hereta constitutes the entire
agreemen# betw�en Sublandlord and Subtenant, and there are no other covenants, agreements,
prorr�ises, ter�ms, provisians, conditions, undertakings, or vnderstandings, either aral or written,
between them e�ncerning the Premises other than those herein set forth. No subsequent alteration,
amendment, change, deletion or addition to this Sublease sha11 be binding upon Sublandlard and
Subt�nant unIess in writing azad signed by both Sublandlord and Subtenant.
14.8 Hcadings. The headings, captions, numbering systenn, etc. are inserted anly as a matter of
canvenience and may under no circumstances be considered in interpreting the provisians of this
Sublease.
1�.9 Binding Effee�. AII of the pro�isions of tk�is Sublease are hereby made binding upan the
personal representatives, heirs, successors, and assigns of bath parties hereto. Whcre required for
proper interpretation, words in tha singular shall include the plural; the masculine gender shall
�'age l7 of Sl
Parking Garages Sublease
include the neuter az�d the feminine, and vice versa. The terms "heirs, e�ecutors, administrators
and assigns" shall include "successors, legal representatives and assigns."
14.14 Severability. If any clause or pro�rision af this Sublease is or becomes illegal, in�alid or
�nenfaeceable �ecause oi present or future laws or any rule or reguiation of any governmental
botiy or entity, effective during tke Term, the intentian of the parties hereio is that the remaining
parts of this �ubtease shall not he a£�'ected theeeby.
1�.11 Exhibits. AII Exhibits attached hereto are deemeci incorporated herein by re:ference as
though rnad� an integraj part hereof.
14.12 Lease Memorandum. Subtenant may elect, at its sole cost and expense (including the
payment of aIl recordation fees}, to reeord a shart form ox naemora.ridum of this Sublease (but not
thc 5�ablease i�sel fl, which n�ay include a description of the purchase op�ian and rights of first
refusal gra.rited hereunder.
14.13 Governmental Pvwers. It is unde�rstood arxd agreed �hat by execu�ion nf this Sublease,
Subla.ndlord does not waive or surrender any of its governmental powers or im:�nunities.
14.14 Third Party Bene�iciaries. Nothing contair�ed in this Sublease shall be construed sa as to
cQnfer upon any other }�arty the righfs of a third party beneficiary except rights contained herein
for the benefit of Leas�hold Mortgagee.
14.15 Foree Ma,�euwe. The parties shall be excused for the period of any delay in the performance
of any obligations hereunder wnen prevented from doing sa by cause or causes beyond the parties'
absolute control, whieh shall include, witho�at limitation, all labor disputes, civil commotion, civi!
disorder, riot, civil disturbance, war, w�ar-like ogerations, invasion, rebellinn, hostilitiEs, military
ar usurped power, sabatage, gov�rnmantal regulations, orders, maratoriums or con�rols, fire or
other casualty, inability to obtain any s�naterial, services or fmancing or Acts of Gad.
Natwithstanding anything herein contained to the contrary, the provisions of t�is sectio� 14,15
shall not be applicable to Subtenant's obligations to pay Su�lease Rent or any other surns, manies,
casts, charges or expenses required to ba paid by Sublandlord or Subtenant under this Suhlease.
14.I6 �z�depemdent Contr�ctor. It is expressl� understood and agreed ihat 5ubtenant shall
perform its obligations and responsibilities here�ander as an independenf contractor and not as an
of�cer, agent, represenfative or employ�e of Landlord or Subiandlord; t1�at Subtenant shall have
exclusive control of and the exclusive right to control the details of its obligations and
responsibilities and all persons perforrning same; that nothing herein shall be construed as creating
a partnership or jaint enterprise between Sublandlord and S�abte�ant. Any intention to create a�oint
venture or parknership relation between the parties hereto is hereby expressly disclaimed.
14.17 Subla�ndlord Operating as Go�ernmentaI Funct�on. The parties acknowledge ihat all
references to "Sublandlard" herein shall refer only to Sublandlord in its capacity as landlord
pursuant to this Sublease. The term "Sublandlord" and the duties and rights as�igned to it under
this Sublease, thus exclude ariy actian, omission, nr duty of Sublandlord when performitig its
go�ernmental functions. Any action, o�nission, or circumstance arisi�g aut of th� required
performance of Sublandlord of its goverr�nental functions may prevent Sublandlord from
performing its ohligations under this S�blease and shall not cause or constitute a default by
Page 18 nf 51
Parking Garages Suhlease
Sublandlocd ur�der t�is Sublease or give rise ta any rights or claims against Sublandlord in its
capacity as landlord, it being acknowledged ti�at Subtenant's remedies %r any injury, damage, or
other claim resulting from an� such action, ornission, or circumstances arising out of any required
governmental functian of Sublandlord shall be governed by the laws and regulations concerning
claims against Sublandlord as a charter city and a governmen.tal autharity. In addition, no setof%
reduction, withhalding, deduction, or recoupment sh�l be made in ar against az�y payinent due by
Sub�enant to Subiandlord under this Sublease as a result of any action or omissian of Sublandlord
wben performing iis governmental fiznciions.
ARTICLE i5 -- INTENTIONALLY ONIITTED
ARTICLE 16 — LEASEI30LD M�RTGAGES
161 Leasehold Mortgages Autf�o�ized. Subtenant will be entiiled, at any time and from time to
time, witho�at Sublandlord's consent or approval being required for same, on terens and conditions
determined I�y Subtenant in 5ubtenant's sole discretion to be appropriate, to mortgage, pledge,
grani c�eed(s) of irust, or oiherwise encumber all or any portion of the leasehold estate created
hereby and all ar any portion of the right, title, and interest of Subtenant under this Sublease
(including Subtenanfi's interest in the improve�nents and all rights to purchase hereunder), and to
mortgage, assign, hypatheca�e, or plEdge it as security for the payment of any debt to any holder
of a pro�aaissory note ar other evidence of indebtedness (such notes, mortga�es, deeds af trust, and
other documents evidencing and securing such loans hereinaft�r referred to as a"Leasehold
Mortgage" and any holder{s) of a Leasehold Mortgage as a"Leasehold Mortgagee"), all o�which
shall be subordinate to the Sublandlard's interest under this Sublease. Sublandlord shall cooperate
with requests far additional documentation required by a.riy Leasehold Mortgagee in connection
with Subtenant obtaining the Leasehold Martgage or Leasehold Mortgages and, withaut limiting
the generality vf the foregoing, Sublaridlord shall, upon request, execute, acknowledge and deiiver
to each Leasehold Mortgage an agreement (�atisfactory in forzn and content to each Leasehold
Mortgagee) betwe�n Sublandlord, Subtenant and such Leasehold Mortgagee {or proposed
Leasehold Mortgagee) cvidencing, ratifying anc� confirming all the provisions of this Aarticle 16;
provided, however, �e pravisions of this Article 16 sha11 be self-executing without the necessity
of any additianal instrument.
After ti7e exec�tion and recordation of any Leasehold Mortgage, Subtenant vr the
Leasehold Mortgagee must noti£� tkie �ublandlord in writing that a Leasehold Mortgage has been
�iven and executed by Subtenant and must fuenish the Sublandlord wiih the address tcr which
copies of notices should be mailed. The Sublandlard agrees that it will �hereaf�er give to the
Leasehold Mortgagee, at the address so given, duplicate capies o� any and all notices in writing
that the Sublandlord may from time to time gi�e or serve Upon Subtenant uz�der and pursuant to
the terms and prnvisions Qf this Sublease. No noti�e of default or natice of intention ta terminate
this Sublease given by Sublandlord to Subtenant shall be �aIid or effective unless a capy of each
such notice is given to each such Leasehald Mortgagee.
No Leasehold Martgagee wi11 be or become liable to the Sublandlord as an assignee of this
Sublease ar ofherwise until it expressly assumes such liabilfty in writing, and no assu�nption may
be inferred ar result from foreclosure or other appropriate proceedings in tihe nature thereof, or, as
the result of any other action ar remedy provided for by any Leasehold Mortgage or other
Page 19 of �1
Paxking Garages 5ublease
instrument executed 'm connection with tI�e Leasehald Mortgage or frorn a canveyanc� frorn
Subtenant pursuant to which the purchaser at foreclosure (or grantee ar t�ansferee in �ieu thereo fl
acquires tk�e rights ar�d interests of Subtenant under the terms af this Sublease, provided the
obligations of Subten.ant are fulfi3led.
Sublandlord agrees that upan the occurrenee of any even# of default under the Leasehold
Mortgage, L�asehold Mortgagee, its designee, or nominee, may (but s1�a11 not be obligated) to
assume, or cause a new Subtenant or purchaser of the leasehold estate created hereby to assume,
all the interests, rights and obligations of Subtenant thereaf�er arising under this Sublease;
provided, however, tha� any d�faults by SUbt�nant must b� cur�d pursuant to this Sublease as
herein provided (other than any such deiaUlt related tn [i] the institution of bankruptcy or
insolvency proceedings with respec� ta Subtenant, [ii] the appointinent of a receiv�r or irust�� for
the whole ar any part of Subtenani's praperty, [iii] tlie dissalution or winding up, in whole or in
part, of Subtenant, or [zv� any other event of default that is specific to Subtenant and not cura�le
by tl�e Leasehold Mortgagee). Sublandlord fu�ther agrees that it sha,ll not terminate this Sublease
during any time that a Leaseh.old Mortgagee is eith.er attenapting to foreclose upon the leasehald
astate or obtain possession of the Premises or is in the process of connmencing to exercise oc is
exercising any other remedies granted to it under its Leasehold Mortgage, provided that: {A) such
Leasehold MorCgagee is attempting in good fa.ith and witl� due diligence ta exercise its re�nedies
ar obtain possession of tha Premises; and (S) such Leasehold Mortgagee pays to Sublandlord all
sums (including applicable late charges imposed hereunder) necessary to cure any tnonetary
deiault hereunder. Sublandlord hereby agre�s to provide notice of any default by Subtenant under
this Suhlease to each Leasehold Mortgagee whnse name and address has i�een provided ta it and
is �.esignated as Leasehold Mortgagee pursuant to this Article 16. In the event af any deiault by
Subtenant (after e�austion of tl�e cure periods}, Sublandlord shall ref�ain fram exercising any
reanedy with respect ta sueh default unless a,nd until (I) with respect to any default concerning the
obligation to pay Rent, Sublandlord shaIl give a further written natice thereof to Leasehold
Mortgagee and such default remains uncured at the expirafior� of forty five (45) day�s after
Leasehold Mortgagee's receip� of Sublandlord"s written notice of sueh defa�[t; and (�� �ith respect
to any other d�fault, Sublandlord shall give a furtherwritten notice thereofto Leasehald Mortgagee
and such default remains ancured at the expiration of ninety {90) days after Leasehold Martgagee's
recezpt of Sublandlord's �►r�ritten natice of such default; provided, however, that if such non-
monefiary ciefaul� cannnt witl� diligent efForts b� cured within ninety (90) days, Leasehold
Mortgagee shall have additiona.l time to c�are so Iong as Leaseholci Mortgagee commences action
to remedy such failure promptly following such notice and dilig�ntl� pros�eutes such actian to
eompletion. Sublandlard agrees to accept perforrnance by Leasehold Mortgagee of any covenant,
condition or agreement on Subtenant's part ta be performed �xnder this Sublea�e (whether prior ta
ar after any default by Subtenant) with the sarne force a�d effect as tI�augh performed by
Subtenant. It is understood that Leasehold Mortgagee is nat obligaied to cure de�aults by Subtenanf
under this Sublease.
16.2 Ne�av Pawking Garages Lease. Notwithstanding any contrary pro�+ision hereof, upon
terrnination of this Sublease for any reason (ineluding, without limiiation, bankruptcy of
Subtenantj other than by expiration af the Term, Leaseho�d Mortgagee shall have the exelusive
right and optio�, exercisable by delr�ery of notice to Sublandlard within thi�ty (30) days following
receipt by Leasehold Martgagee of notice from Sublandlord of the termination hereof, to elect to
Page 20 of 51
Parlcing Garages �ublease
recei�e, in its own name or an afFiliate, frojn Sublandlord a new parking garage lease (the `°New
Lease") for the Premises for the unexpired balanee of the Term. The New Lease will be on the
same terms a�ad coz�d'itions as herein �ravided and executed to ba effective as of the date of
terrnination of this Sublease by Leasehald Mortgagee and Sublandlord r�vithin siacty (6U) days af
receipt by Leasehold Mortgagee of such natice from SubIandIorc� af the termination hereof;
pravided, however, that in suc� event, Leasehold Mortgagee sha11 pay to Sublandlard at tlle tirne
of the execuiion and d�livery of the New Lease any and all sums (including applicable late charges
imposed hereunder) necessary to cure any monetary default pursuant to this Suhlease but for such
�errnination. It is understood that Leasehold Mortgagee is not obligated to cure defaults by
Subtenant under ihis Subleas�.
After any termination of this Sublease after which Leasehold Mortgagee has the right to
abiain a New Lease as provrded in this Sectian 16.2, for so long as Leasehold Mortgagee has such
right, Sublandlord shall not ter�ninate a�y subleases or the rights of any s�abtenant e�cept in the
casa of a default under any s�ch s�blease. During said t�zne period Sublandlord �►�+ill not collect ar
receive rents from any subtenant.
16.3 Autamatic Sta�. If, during tiie period described in Sections 16.1 and 16.2 above, Leasehold
Mortgagee shall be prec�uded by the bankruptcy laws of the Unifed States or by process or issue
of any court having jurisdiciion in cnnciection �rith any bankruptcy, insolvency or other sirnilar
proceeding, fram cammencing and pursuing to cornpletion a11 necessary steps and praceedings
required for the foreclosure or �ransfer in li�u o� foreclo�ure o�' the Leasehold Mortgage, then
�ublandlord shall extend said period so lang as may reasonably be required, provided that
Leasei�oId Mortgagee is diligently and in good faith exerting all reasonable ef%rts to abtain an
appropriate release from any appIicable �ourt order or restraint, and further provided that upon
such release, Leasehold Martgagee shall in gaad faith irnmediately comrnence and diligently
pursue to completion aIl steps and proceedings for cansummation of such foreclosure.
16.4 Limit on Leasehold Mortgagee's Liability. Except as provided belovv, Leasehpld
Mortgagee shall not be liable to perform Subtenant's obligations under this Sublease until
Leasehold Mortgagee acquires Subtenant's rights by foreclosUre or by trans�ex in lieu of
foreclosure, pravided, ho�+ever, LeasehoId MQrtgagee shall be required to cure Subtenant's
defaults under this Subiease (other than any such default related to [i] the insiitution of bankruptcy
or insolvency proceedit�gs with respect to Subtenant, [ii] th� appointment of a receiver or trustee
far the whale ar any part of Subtenant's property, �iii] the dissolution or winding up, in whole or
in part, of Subtenant or [i�] any other event of defaul� that is specific io Subtenant and not curable
by ihe Leasehold Mortgagee) occurring before its acquisition of ihe Pre�nises by foreclosure or
transfer in Iieu of foreclosure after it acquires the Pre�nises pursuant to such foreclosure or transfer
in lieu nf fnreclosur� as contemplated by Sections 16.1 and 16.2 It is understood that Leasehold
Mortgagee is nnt obIigated to cure defaults b� Subtena�t under this Sublease with respect to this
Section 16.4. After acquiring Subtenant's rights by foreclosure or transfer in lieu of foreclosure,
Leasehald Mortgagee shalI, subject to the pro�isions of this Artiele I6, be liable to perform
Subtenant's abligations under this Subl�ase only until Leasehold Mortgagee ixansfers ar assigns
the leasehold estate to a person which �xpressly assumes the obligations of Subtenant under �his
Sublease, and such Iiability of Leasehold Mortgagee shall ter�ninate upon such trar�sfer or
assignment for abligations firsfi accruing from and after the date af such transfer or assignment.
I'age 21 of 5i
Parking Garages Sublease
No hoIder of a Leasehold Mortgage sha11 acquire grea�er righ�s or interes# than Subtenant has undex
t�is Sublease.
16.5 No Voluntary Cancellation. No �aluntary cancellation, termination, surrender, amendment
or znodificatian of this Sublease by Subtenant or voluntary cancellation, termination, or surrend�r
of the Master Lease by Sublandlord shall bind any Leasehold Mortgagee if dane without the prior
written consent of each such Leaseho�d Mortgagee.
16.5 Requirements for Transferee. Notwithstanding anything contained in this Sublease to the
contrary, no purchaser or transferee at any foreclosure sale, transfer in lieu thereo£ or other transfer
a�athorized by law or this Sublease of Subtenant's interest shall acquire a�y right, title or interest
in or to Subt�nant's interest in the Premises unIess (i) said purchaser or transferee shall, in the
instrument transferring the same or irnm�dia�ciy after acquiring the same, assume and agree to
keep, observe and perform all of ihe terms, eovenants and pror�isions of this Sublease on the part
of Subtenant to be kept, o�served ar�d performed (�cluding the obligation to cure defaults arising
p�rior ta such assumption}; provided, however, Leasehold Martgagee's obligations upon its
acquisition of S�btenant's rights shall be subj ect to the terms of this Article 16, and (ii} a duplicate
original of said assunaption agreenaent, duly eXecuted and acknowledged by said purchaser or
transferee, sI�all be delivered to Sublandlard promptly fol(owing the canstu�nmation of such sale or
fransfer.
1b.7 Su6Iandlard Mortgage. This Sublease and any Leasehold Martgage granted by Subte�ant
shali be superior to any deed of trust or other security instrument now or hereafter placed o�
Sublandlord's in�erest in the Premises by Sublandlord and to a11 advances made thereunder and ta
all renewals, I2iOC�1f1C�.�1d115, consolidations, replacements and extensions thereof. If any holder of
any mortgage, indenture, deed af trust ar ather similar instrument s�eceeds to �ublancilord's
interest in the Pre�nises, Subtenar�t wi11 pay to such holder all Rent payable to Subiandlord which
is subsequently payable under this Sublease. Subienant shall, u�on request of such p�rson
succeeding to the interes# of Sublandlord, automatically become the ienant of, and attorn to, such
successor-in-interest without changing this Sublease. Upon request by Suhlandlord ar such
successor-in-interest, Sub#enant will exeeute, acknowledge a�d deli�er an instrument or
instruments confirmsng the attornment. Further, Suhlandiord shall not mortgage, pledge, grani
deed(s) of trust, or otherwise encurnber al1 or any portion of Sublandlard's estate in the �remises
without SublandIord's mortgagee first executing a subordination of its interest to t�is Sublease and
any Leasehold Mortgage, and the ri�hts of the Leasehoid Mortgagee thereunder, in accordance
wit�a this Section 16.7.
16.8 No Merger. There shall be na merger oithis �ublease or the Ieasehold estate hereunder with
the fee estate in the Premises by reason of the fact that this Sublease or the �easehoId estate
here�nder may be held, directly ar indirectly, by ar for the account of any entities who hold tf��
fee estate. No such merger slaall oecur unless all entities having a.n interest in the %e estate and alI
entities (including Leasehold Mortgagee) having ar� interest in t�e New Lease or the leasehold
estate hereunder join in a written statennent effecting such merger and duly record the same.
16.9 Damage or Destruetion. Ifthe cost to restore improvements exceeds the available insurance
proceeds, Subtenant, Leasehald Mortgagee and Sublar�dlord agree to use good �aith efforts ta
Page �2 of 51
Farking Ga.rages 5ublease
arrive at a mutually agreeable solution to addressing �his additional cost; provided, however, no
such good faith efforts shall negate ar diminish Subtenant's obligations and Iiability to Sublandlord
and Leasehold Martgagee and Leasehold Mortgagee's obligations with respect to such restoration
shall be governed under the terms of the dacunnents evidencing or securing the loar� made by
Leasehold Mortgagee to Subtenant.
16.1U Amendment or Modification. In the avent a Leasehold Mortgage is then in effect wit�a
respect to the Premises, (i) this Sublease may not be modified or �ended without the prior r�vritten
cansent of tha Leasehold Mortgagee, and (ii) the Master Lease may not be modified ar amended
to impair the rights of Subtenant or Leasehold Mor�gagee under the terms of this Sublease withaut
the prior written cansent of Leasehald Mortgagee.
16.11 Additional Provisions. To the exten� the Leasehold Mortgagce requests revisions to this
Ariicle, the Master Lease, ar a direct agreement with SubIandlord, the Sublandlord and Subtenani
wi11 agree to reasonab�y acconnrz�:odafe suoh revisions to the extent they are consistent with
commercially reasonal�le tending standards, subject ta any required Subland�ord approval of the
amendment. Either party shall, without charge, at any tiane and from Cime-ta-time hereafter, within
ten {10) days af�er written request by ti�e other, ce�tify by written instrurnent duly executed and
acknowl�dged to any Leas�hold Mortgagee, purchaser or su�itanant or prospecti�e Leasehold
Mnrtgaga�, purchaser or subtenani as to: (i) whether this is a trne and eorrect copy ofthis Sublease,
whether this Sublease has bsen supplernented or an�ended and, if sa, the substance and manner of
such sUpplement or amendment; (ii) the validity and farce and effect of this Sublease; (i) the
existence of any default hereunder; (iii) the �xistence of any offseis, counterclaims or riefenses
thereto on the part of such party; (iv} the carnmencement and expiration dates of the Term of this
Sublease; (�) the address or addresses for notice af Sublanc�lord, Sc�btenant or any Leasehold
Mortgagee; and {vi) any ather matters as may reasonably be sa requested. Any such certifcat� or
direct agreement rnay be relied upon by the party requesting it and any other pers4n, %n or
corporation to whom the same may be exhibited or delivered, and the contents of such eertificates
shall be binding upan the party executing the same.
16.12 Subordination of �nbIandlorc3's Lien. Sublandlord hereby subardinates any lien and
security interest it zna� have or acquire by operation of Law or atherwis� upon the property of
Subtenaant or any subtenant under Subtenant from time-to�time situated upon the Premises to each
Leasehold Mortgage whzch, from time-to-�ime, encumbers Subtenant's or any subienant's interest
in ihe Premises or inaprovements andlor other properiy thereon. Such subasdination shall be
self-executing and effective without the zaecessiiy fox executzon af a�ay fi�rther insirument by
Sublandlord; provided, however, within ten (10} days of a request af a Leasehold Mortgagee ar a
subtenant from time to time, Sublandlord shall execute such instrurnents as may be reasonably
req�ested io rati�'y and confirm or evidence such subordnnation.
[Rernainder af page intentionally left blank.J
Page 23 af 51
Parking Garages Sub�eas�
IN WITNESS HEREOF, the parties hereta have e�ecuted ihis Sublease to be efFecti�e as of tYke
Effecti�e Date.
SiTSLANDLORD:
CYTY OF FORT WORTH
By:
Narne:
Title:
GARAGE UNIT 1 SUBTENANT: GARAGE LTNIT 2 SLTBTENANT:
GPIF CD MULTI LLC, GPIF CD OFFICE LLC,
a Texas limited liability company a Texas limited liability company
By: Sy:
Name: Name:
Title: Title:
GARAGE iTNIT 3 SUBTEN�IVT:
GPIF CD HOTEL LLC,
a Texas limited liahility connpany
ay:_
Name:
Title:
Page �4 of 51
Partcing Garages Subleasa
ADDITIONAL CITY OF FORT WORTH REQUIRED SIGNATURES:
Cantract Compliance Manager
By signing, I ackna�+ledge that I am t�e person responsible
for the monit�ring and administration o�'this contract, including
ensuring alI performance and reporting reyuirernents.
Name:
Ti.tl�:
�PPROVED AS TO FORM AND LEGALITY:
Leann Guzman
Deputy City Attorney
Form 1295:
ATTESTED BY:
Ronald P. GonzaIez
Acting City Seeretary
M&C #
DATE:
Fage �� of �1
Parking Garages Sublease
JOINDER OF CiJLTURAL DISTRICT CONDONIINI[JM ASSOCIATION, INC.
Cultural District Cos�dominium Assaciation, Inc., a Texas non-profit corporation (the
"Condo A�ssaciatian") hereby joins in the e�ecution of this Sublease far purpases of acknowledging
Condo Association's agreennent that, for so long as this Sublease remains in effect with respect t�
any ar all of Garage Master Unit I, Garage Master Unit 2 or Garage Master Unit 3, fhe Conda
Association agrees that a11 righ�s, obligations and duties that the owner of such unit otherwise is
pra�ided or required to discharge pursuant io the terms and provisions of the Condominium
Docurnen�s shal[ be, pursuant to Section 4.3 ofthe Sublease (as and to the extent provided therein),
the rights and obligations of, exercisable by and enforceable against, the applicable Subtenant
h�reunc�er of Garage Master Unit 1, Garage Masfier Unit 2 or Garage Master Unit 3, respectively.
Cultur�l District Condominium Associatian, Ync.,
a Texas non-profit corporation
By:^
Name
Title:
Page �6 of 5I
Parking Garages Sublease
EXHIBIT A
Definitions
"Clcaims" ha� the meaning set forth in Section 1.1.
"Condominiu�z Dec�aration" means the Declaration of Condominium Regime for Cultural District
Master Condom inium recorcled as Document Na. , ot'the Official Pu6lic Recards
of Tarrant County, Te�as, as may be amended, supplemented ar rriodified from time ta time.
"Condomrnium Documents" means, it�diuidually ar collecti�ely as the case may be, the
Condominium DecIaration, the Plat and Plans, the Certi�cate, the By�aws, the Rules, �he
Allocation Document, and the Act, as aach terrn is so defined in the Condominium Declaratian
and as each may be amended from time to time. An appendix, attachment, schedule, or
certification accornpanying a Condominium Document is a part af tl�at Condominium Doc�me�t.
"Debt Service Rate" means the amount oithe fu11 debt service for the bonds issued by tl�e Master
Laradlord for the acquisition oitha Premises.
"Garage Unit .l Pr�mises" znearas Parking Garage Master Unit i(as defined in the Master Lease),
as described on Exhibit B-1.
"Ga�age Urait 2 Premises" means Parking Garage Mas#er Unit 2(as def ned in the Master Lease),
as described on E�hibit B-2.
"Garage Unit 3 Pre�ises" means Parking Garage Master Unit 3(as defined in the Master Lease),
as described on Exhibit B-3.
"M�ajor Event" means an event at Dickie's Arena on a Friday or Saturday evening with more than
10,4Q0 projected or anticipated attend��s for which Sublandlord has provided not less than thirty
(30) days priar �vritten notice to Sub�enani.
"Master Landlor�d" or "Landlorc�' means the Landlord under the Master Lease.
"Master� Lecase" has the meaning set forth in Recital A.
"Net Revenue°' means the annual revenue, after dedUctions iar amounts payable by Subtenant
under this S�blease, as we�l as reasonable operating and maintenance expenses directly related ta
repair, replacem�nt, maintenance, rnanagement and operation of the Premises (subject to ar� arzr�ual
cap an Subtenant's attorneys' �'ees in the amount of $25,OOU), collected by SUbtenazrt fronn pairking
fees far the Pnhlic Spaces.
"Pr�er,aises" means either (i) the Garag� Unit 1 Premises, as relates to Garage Unit 1 Subtenant's
rights or obligations hereunder, (ii) the Garage Unit 2 Premises, as relates to Garage Unit 2
Fage �'� of �1
Parking Garag�s Sublease
Subtenant's rights or obligations hereunder, or (iai} the Garage ilnit 3 Premises, as relates to Garage
Unit 3 Subtenar�t's rights or obligations hereUnder.
"Renewal Term" has the meaning set forth in Section 2.2.
"Short-Term Par^king" means r�isitor and pubiic self parking within the Parking Garages,
c�cluding any valet parking ser�ices, contract parking, and parking by ernployees, agents,
r�sid�nts and tenants of the office, residential and retail por�ions of the Praject.
"Sublease Payment" means $$Q0,�00.04 per year, to be paid by Subtenant (which Subtenaz��, in
Subtenant's sole discretian, may allocate ainong the entities comprisir�g Subtenant) to Sub[andlord,
and is the maximum amount Subtenan.t is reqUired ta pay o� fhe total Sublease Rent, with the
remaining amount credited through the 380 Grant as set forth in tk�e 3S0 Agreement, except tha� in
the event that the 38Q Grant is terminated, forfeited, or equitably reduced as expressly provic�ed
for in the 380 Agreement, an amount equal to the 380 Grant if terminated, ar to the reduction in
th� 380 Grant due to farfeiture, ar equitah�e reduction shall be added to the $800,000.00 per year
amount set forth above.
"Subdease Rate" rneans the greaier of $SOQ,000 per year or f.he fair market rental raie.
"Sul�lease Rent" means the Sublease Rafie �Ius �he Debt Service Difference (as defined in the 380
Agreement).
"Sublease RentRerraainder" means the amount of Sublease Rent minus the Subiease Payment.
"Te�m" has the meaning set forth in Section 2.2.
Pag� 28 of 51
Parking Garages Sublease
EX�IBIT B-1
Description of Garage Unit 1 Premises
Garage Master Unit 1 af Cultural District Master Coz�donniniuzxx, a condorninium project in Tarrant
County, Texas created pursuant to Condo�n.inium Declaration, together with an undi�ided interest
in and to the Camnaon Elez�;aents (as de�ined in the Condominium Declaration) appurtenant thereto.
Fage �9 of 51
Parking Garages Sublease
EXHIBIT B-2
Description of Garage Unit � Prernises
Garage Master Unit 2 of Cultural District Master Condaminium, a condominium project in Tarrant
County, Texas created pursuant to Condominium Declaratian, togetl�er with an undivided interest
in and to the Cornmon Elements (as de�ined in the Condominium Declaration) appurtenant thereto.
Page 30 of �1
Parking Garages 5ublease
EXHISIT S-3
Description af Garage Unit 3 Premises
Garag� Master Unit 3 nf Culiural District Master Condominium, a condaminium project in Tarrant
County, Texas created pursuant t� Condominium Declaration, together with an undivided interest
in and to the Corz�man Eleinents (as defined in the Condozninium Dealaratian) appurtenar�t thereto.
Fage 31 �f �1
Parking Garages Sublease
EXIIIBIT C
3�0 GRANT AGREEMENT
This 380 Gran# Agreement ("3$0 Agre�m�nt") is entered into by a:nd between the City of
Fort Worfb�, Texas, a home rule munici�ality arganized Under the laws of the State of Texas (
"City"), and GPIF CD HOTEL LLC, a Delaware limited liability company ("Hotel
Subtenant"), GPIF CD MULTI LLC, a Delaware limited liabi�ity company ("Mul�i
�ubtanant"), and GPIF CD UFFICE LLC, a Delaware lirnited liability company ("Office
Subtenant"); collecti�vely referred to herein vwith Hotel Subtenant and Multi Subtenant as
"Subtenant"), and is authorized pursUant to Chapter 380 of�e Texas Local Governmeni Code.
1. DEFll�11 i'�ONS.
In addition to terms deftned in the body of �l�is 38� Agreeraent, the fallawing terms shall
have t�e definitions ascribed to thena as follows:
`Business Equiiy Firm(s)" has the meaning assigned to it in Schedule 2 to this
Agreement, which is attached hereto and incorporate herein for all purposes.
"CCLGC" means Central City Local Government Carporation.
"Completion Date" means the date as of which Subsiantial Completion ofthe Project has
been achieved.
"Completio� Deadline" means Ji.�ne 3fl, 202�, as rnay be extended by Force Majeure.
"Force Majeure" means (i) with respect to �ubtenant, an event beyond Subtenant's
reasonable control, including, without limitation, acts of Gacl, �ires, strikes, national disasters, wars,
riots, material or labor restrictions, delays caused by unfor$seen structural issUes, weather delays,
injunctions or ather Iegal proeeedings brou�t by third parties, unreasonable delays by the City in
issuing any permits, consents or certificates of occupancy or conducting any inspections of or with
respect to tl�e Frojeci, delays caused by unforeseen constructian or site issues, but sha11 not include
construction delays due to purely financial matters involving Subtenant, such as, without Iimitation,
delays in the obtaining of adequate financing, and (ii) with resp�ct to the City, an �vent beyond the
City's reasonable cnntrol, inclUding, without lirnitation, acts of God, fires, strikes, national disasters,
wars, rin�s, material or Iabor restrictions, or acts of third parties.
"Fort Wort� C�iltural Distric�" sha1J mean the area desigr�ated by the Cify as the Culturai
District/West Se�enth Urban District.
"FF&E" means furniture, �xtures and equipment, operating supplies ar�d equipzx�ent,
kitchen equipment, and IT.
"Hard Canstrucfion Costs" means the aggregate of the payments to the gen�ral
cantractor for the construction of the Project, including general con�ractor's and its subcontractors'
direct costs and fees and generaI contractor's and its subcontractors' Soft Construction Costs.
Page 32 of 51
Farking Garages Sublease
Howe�er, "Hard Construction Costs" excic�des (i) utility infrastructe,tre costs, and (ii) any "Hard
Cosi Contingency" under the general cantractar construct'son coniract to the e�tent not allocated
ta the general contractor as of the Completian Date.
��Hotel" means a hotel with, azxaong other things, appraximately two hundred (200) guest
rooms; minimum 4,500 square foot full-service res�aurant; a Iobby bar; approxirnately 8,504
square feet of combined meeting space (which may include baSlroom, conference room, and/or
boardroom space); and other supporting facilities commens�raie with a full-service hoteL The
Parking Garages, multi-family aparhnents, and office building are not part of the HoteI.
��Major Event" rneans an event at Dickie's Arena on a Friday ar Saturday evening with
mare ihan �O,OQO projected or anticipated attendees.
"Minimum Hotel Operating �tandards" means the o�aerating criteria of at least either a
(i) full-service Forbes Travel Guide Four Star Hotel; (ii) a full-service £our (4)-diar�aond rating by
the Arr�ericaz� Automobile Association; or (iii) an equivalent luxury hotei stazidard.
"Parkin� Garages" means Garage Master Unit 1, Garage Master Unit 2 and Garage
Master Unit 3, loeated in the Project which will contain an aggregated minimum of 800 parking
spaces.
"Project" means the mixed use develapment located at the intersection of Camp Bowie
Bnulevaxd and van Cliburn Way, %aturing tl�e Hatel, Parking Garages, a minimum of 169 units
of multi�family apartments, and a rnin'rmum 150,000 rentable square faat office building.
"P�hlic Improvements" means tip.gy�aded facilities that are inte��ded for public use that are
constx�ucted far the bene£it af the Pro�ect or are atherwise perFarn�ed pursuant to (i) that ce��tain
Caxnnr�unity Faciiities Agreenlent dated August 31, 2021, between Sublandlord and Hotel
Snbtenant, City CQntraci Nuinber 56257, a�1d (ii) tl�at certain Cominunity Facilities Agreement
dated August 30, 2021, between Sitblandlord and Offic� Subtenant, City Contcact Nuinber 55229,
which tnay include, without Iirnitafion, demolition, environmental resnediation in the publie i•ight-
of-way, streetscaping, site and street li�llting, hardscape and Iandscape, and oti�er public-
plac�rnaking, including patio or plaza areas in th� Project tllat are ancessible to the �ublic.
"Soft Construction Costs" sha.Il mean ail costs that do not in�al�e the physical
construction of the Project.
"Snbstantixl Completion of the Project" mea.ns that a finaI or ternporary certificate o�
occupancy has been issued for all of the Project, including but not lixnited to the Hotel, mUltifa�nily
apartments located west of Van C1ibUrn Way, office builciing, Hotel (incfuding, but not limited to,
ail guest rooms and. public areas) anci tk�e Parking Garages, and all portions of the Project, otl�er
than the multifamily apartments located east of Van Clib�rn Way, are lawfully open or are lawfiilly
able to open for business to the general public (ar, in the case of the off'ice buildirtg, completed to
core an�3 sh�ll condition pending completion oftenant improvement work).
"Total DevelopYnent Costs" rneans ihe aggregate of Hard Construction Costs and all other
Page 33 of 51
Parking Garages Sublease
costs directly expended for tlle Project including, witllout limitation, the following: engineering
fees; architectural and design fees; r�al esta�e commissions; costs of third-party consultants,
it7cluding attojmeys and envirojimental consLtliants; devaloper fees; zor�ing fees; permit fees;
marlteting costs; insurance; taxes; fii�ancing costs, includiitg loan fees and capitaIized interest;
FFBtE, and tl�e cosl-s exp�nded %r Public Improvements, but �xcludes land ac�uisition casts for
the �ai•ious parceIs that �nake u� the Praject.
�. SUBTENANT OBLIGATIONS AND COMMi'I'MENTS.
�.1. Sublease. 'The Gity and Subtenant shall execute a sublease for the Parking Garages
simulta�eously upon execution of this 380 A�reement ("Sublease"). The Sublease shall include,
among other terms and conditions, the following provisions (which terms and conditions a.re
recited herein for convenience and are not intended to amend or modify the Sublease, and in ihe
event oi a canflict between ihe following pravisions and the provisions of ihe �ubI�ase, the
provisions af the Sublease shall control):
2.1.L Sublease �ni.. The term of the Sublease shall be an initial 20-year terin
and tnay be renewed and e�tended for up to %ur additional 20-year re�aewal tenns by
Subtenai�t giving writ#en �iotice to Ciiy of Subtenant"s electian to renew and extend the Term
no later than tliirty (30} days prioa• #o t��e tl�en expiration date ofthe Terin {"Sublease Term"),
subject io additianal notice ai�d ctitre t�ights prior fo expiratian in tlie eve�� 5ubtenan�t faiis to
deliver notice af axte��sion, as set fai�th in the Subtease.
2.1.2. Sublease Rent. Tl�e total rent for the sublease af the Parking Garages
wiIl be equal to $800,0OO.OQ, except as otl�erwise ��ecessary to acllieve tlie fair market
vafue, as detertnined in the S�blease, far the use of tlie Park.ing Garages ("Subl�aseRate"),
plus the difference between ihe CCLGC's annual debt se�vice a�nount on the bonds issued
to acquire tlte Pa�lcing Garages ai3d tl�e Sublease Raie {"Debt �ervice Difference"}
{cnllectiv�ly, "Sublease Rent").
�.1.�.1, Snhlease Rate. Tlse Sublease Rate is based upon a 1:riple net
lease witl� Subtenant baing respansible for the costs of operation of the Parking
Garages and the payment af al1 proper�y taxes, insurance, and maintenanee of
the Parl�ing Garages.
2.1.2.2. Sublease Pavment. Of the total Sublease Rent, Subtenat�t will be
resp�onsib�e foc paying a total of $80Q,OOO.OQ per yeax� to the City far the sublease
of ihe Par�ing Garages {eacli a"Sublease PaynaenY'), with tl�e remaining amo�mt
to be credited through 380 Grants as set forth below.
21.2.3. 38Q Gr�nts. City �vill pj�ovide ai� anrtual grant to Suhtenant in an
ainount equal to the amoupt by wliich the SuhIease Rent exceeds the Sublease
Pay�nents {"380 Grant"). The annt�ai 380 Cn•arit wiIl be applied as a credit agains�
tl�e Sublease Re��t and wi11 be paid to CCLGC.
Fage 34 of 51
Parking Garages Sublease
2.1.3. �'ublicParkin� Snaces. Subtenant, as partof its operatinn oftheP��in�
Garages, will make a minimuin of 400 spaces {'`Pu�lic S�aces"} available for public
use chu�ng the rninimum l�ozu�s of 6:00 p.m. to 7:00 a.m. an weekdays and all day an
weekends (with ihe understandina tl�at Suhtet�ant xnay collect fees for sucl� parking).
�1.3.L Maior Events. Tha City sllall 11ave the right to resetve the use of
tlse P�.iblic Spaces du�•ing tl�e ha�rs specified in Section 2.1.3 above for use by tl�e
public in relatian to no more ti�an ten {10} Major E�et�ts per calendar year;
provided, howe�er, in order to provide parking for ihe Project during tl�e Major
Events for parking i�nrelated to such Major Evems, at least 50 of the Public
Spaces must ce�nain. available ta the general pUblic at all times aiYd at least 100
ofthe Public Spaces must re��ain available to tl�e general public during evenings
ancf on weekends. S�tbtenant may collect fees far paxking during Major Evet�ts.
�.1.4. Net Revenues. Subtenant will pay City annually an amount eyual to 25%
of any Short-Term Parking net re�enue collected by Subtenar�t £r��n tl�e Public Spaces in
the Parking Garages ciuritlg the first five (5} years of the Term and 50% of st�ch Shoi�t-Terin
parking net revenue frvm tt3e Public Spaces for all siibsequeiit years oftl�e Term, each after
deductions for amoun�s payable by Subtenattt under trte Sublease, as well as reasonable
operating and maintenance expenses directly related to repair, replacemeni, maintenance,
management and operation afthe Parking Garages (subject to an annuaI cap or� Subtenant's
attorr�eys' fees in the amourit nf $25,000) ("Net Revenues").
�.1.5. e�� . Upon written notice, Subte�tant will p�•ovide City with reasouable
aecess io financia] records relating to the Net Revenues iii a farin and on terms specif ed
wiilYin th� Sub�ease.
2.1.6. Purchase o#' Parking Gara�.
2.1.6.1. Option. During tI» 2Dth and final year of the initial term of tl�e
Sublease, Subtenant shall have �►e right to purchase tl�e Parking Garages for a
p�irchase pz•ice ec�ual to the price paid by CCLGC fio purchas� the Parking Garages
min«s (i) the net prese��t �alue, based upon a discoun� rate equal ta siac p�rcent
(6%} per annum, of ail Sublease Payment� (specifically excl�iding any 384 Grant
payinents) and (ii) the �ota.] Net Revenues paid by Subfienant to City as af that
date. I� the Sublease is extentfed beyotad its initial 20-year term, Subienani
shall have ac� ongoing option to purchase any or aIl of fihe Parking Garages at
thei�- fair �naricet �value. The Sublease wiil terminate as to the Parking Garages
co��veyed to Subtenant. Furtlzer, in tl�.e event of a tex7n.ix}atian of the Parking
Garage Lease with Option to Purchase between CCLCG and the City (the
"Master Lease") by the Landlord, Subtenant will have the �•ight to exercise
the appl�cable purchase option described her�in. The purchase optioru�
described in this Section will be granted by CCLGC to the City in the Maste�•
Lease and will be assigned by Ciiy io Subtenant.
Fage 35 of �1
Parking Garages Sublease
�1.6.�. Ri�hf of First Refusal. Subtenant will I�ave a right of first
refusal to purchase the Parking Garages in the event CCLGC oc the City
desires 1:a sell any or all of tlie Parking Garage�. The right of first refusal ta
purchase tha Parkinb G�rages described in this Section will be ;ranted by
CCLGC to the City in the Master Lease aiid will be assigned hy City ta
Subtenant in the Sublease.
2.1.'�. Assi�nment of Sublease. 5ubtenant's rights to sell, assign, transfer, or
otherwise convey any of its rights or obligations under the Sublease are governed by the
ferms and conditians set forth in the 5ublease.
2.2. Can�straefion and Comnletion ofPro'�ect.
2.21. Subtenant agrees that on or before the Corr�pletion Deadline (i) at Ieast
$165,dOfl,Q00 in Hard Construction Costs and FF&E shaIl have been expended or incurred
for the Project; (ii) at least $2QO,Qp0,000 in Total Development Costs shall have been
expez�ded or incurred for the Project; (iu) a# least $1,230,000 in Total Developrnent Costs
shall have been expended or incurred for Public Xrripzoveraents for the Praject; and (i�)
Substantial Completion oftI�e Project shall have occurred (calIective�y, the °`Canstructian
and Completion Cammitment"). For any sur�ns incurred but not yet paid as af the
Campietion Deae�line, S►�btenant shall pravide tk�e City with proof that such ar�n.ounts wera
paid promptly Following actual payment.
2.3. Praject Rec�uirements.
2.31 The following minirnum requirernents wiIl apply to the Project:
{1) The Parking Garages shall contain an aggregated minirnum nf 800 spaces.
(2) The Hotel shall have a miniunum of 200 hotel rooms.
(3) The Project shall have a nainimum of $,500 square feet of cambined meeting
space (which may imclude 6aliroonn, conference roona, and/or boardroom
space).
(4) The Project sha11 have a minirnum 4,500 square foot full-ser�ice res#aurant.
(5) The Project shall Y�ave a minimu�n of 169 units ofmulti-family apartments.
(6) The Oiiice Building shall have a minimum of 150,OQ0 rentabl� square fe�t.
2.3 2. The City acknowledges its receipt and consent to t�e prelirr�inary plans and
specrfications at�ached hereta and made apart hereo�' as Sehednle 1 d�picting tha Parking
Garages (collectively, �he "Plans"}, The City's cansent to the Plans shall not be a
representation or warranty af the City that such plans are adequate for any use or compIy
with any law, nor sha�l it be canstrued as the City mandating constructian means or
methods. Sub�enar�t reserves the righi to make modificafions, amendmenfs, and updates to
the Plans in Suhtenant's sole discretion, other thaz� any Major Change which requ�res the
written approval of the City. "Major Chan�e" means any changes to the PIaz�s which
diminis�es th� aggregate number of parking spaces in the Parking Garages to below S00
�'age 36 of 5l
Parking Garages Sublease
parking spaces, materially r�vises the footprint o#' the Parlcing Garag�s, or materially
diminishes the meehanical, struct�aral, or architectUral integrity af the Parking Garages.
2.3.3. Subtenant slaall enter into a maintenance agreement wifih the City, upon the
City's custoanary far�n and reasonably acceptable �0 5ubtenant, fo�• Subtenant fio maintain
any portion of the Public Impravements to be located withi�� a public right-of-way.
�.4. BEF Canstruction Suendin� Commitment.
�.4.1. By the Completian Date, Subtenant agrees to have spent or incurred 15°/a
of Hard Construction Costs with Business Equity Firms {the "SEF Constructivn
Spending Cornmitrnent"). Far any sums incurred but not yet paid as of the Completion
Deadline, �ubtenant shall provide the City with proof that such amounts �vere paid
promp�ly follovving actual payment.
�.5. HatelOperations.
2.�.L Upon substantial completion and within twelve (12) m�nths of opening ta
the public, t31e Hatel rtnust operate and �narket itself at alI times durzng the Sub�e�.se
Term at or above the Minimtzm Hote� Operating StancEards (as such tertn is defined in
the Sublease). Faihu•e to meet these cequireme��ts, affex• comn�ercially reasanable
nn�ice and cure rights, wiu constitu�e a default under this 380 Ag.reement under Secti.on
4.4 below.
�.5.�. Thraughout the Sublease T�rm, Hotel Subtanant vvill make available to the
City (or to a duly designated econamic development parin�r organization of th� City as
izadicated in writing) up ta 5a raora nights per annum in standard �otel rooms on an as-
available basis withaut charge ta ihe City or the City designated guest for purposes of
promoting the econonnic developnnent of the City or region, including but not limited to
business guests, site selectors, real estate brokers, and dignitaries. Request of the rooms
will be at the sole diseretion of the City provided that sufficient advance notice is given
and that reasonable conditions wi11 apply, such as room availability and restricted dates.
HoteI Sul�tenant shall be p�rmitted to charge City-designated guests for ancillary items,
amenities, food and beverage, damages to hotel rooms and oiher property of Hoiel
Subtenant, and other services gsnerally charged to guests of �he Hotel Subtenant �n
conneetior� with the utilization of the 50 room nights pro�ided herein. Failure to meet the
requirements under this Section 2.5,2 will not constitute a default und�r this 380
Agreement.
�.6. Dele�ed by a�reement of the �arfies.
�.7. Renorts and Filin�s.
�.'�.1. Plan for Use of Busiuess Eauitv Firms. Subtenaa�t's pIan as ta how it wiil
attain its constraction spending commitments for Business Equity Firms, as
outlined in Section 2.4.1, is to reasonably endeavor to req�ire the selected general
contractor to co�nply with such requirements. Subtenant shall also m�anitor the
Page 37 of 51
Farking Garages Sublease
general contractor's compliance with such requirernents.
�.7.�. Mnntl�lv Sneuding Renarfs. From the late� to occur of (a) the Effective
Dafie or (b) fihe date as of which Subtenan� receives a permit to initiate constructian
o� any portion of the Project, until fihe Completion Date, in ordez' to enable the Ciiy
to assist Subte�ant in rrxeeting its coix�.zxxitxnent far constr�ction spending with
Business Equity Firms, Subtenant will provide the Ci#y with a monthly repart (due
n.o later than the last day of each month fox the preceding calendar month) in a form
reasonably acceptable to the City that specifical.ly outlines the (i) then-eurrent
ag�regate Hard Construction Costs exp�nded by and on b�half of Subtenant for
construction ofthe Praject as weil as such Hard Construction Costs e�pendcd sir�ce
the Iast date report�d in the pravious month's report (the "Incremental
Construction Expenditnres'�) and (ii) the then-current aggregate Hard
Construction Cosfis expended by ancl an behalf of Subtenant with Business Equity
Firms for constructian of the Frojec#. If final information is not available when the
monthly report is filed, such iniarmation shall be included an the next manthly
report following availability af such infortnation, Subtenant agrees to meet witla
the City's 4fFice of Diversity and Inclusian from time ta time as reasonably
necessary for assistance in implementing sueh plan and reasonably endeavor ta
address any concerns that the City may have with such plan.
2.'�.3. Consfrnction SQendin� Reports. Onc� Subtenarit has caus�d to be
expended at least $165,000,000 in Hard Construction Costs and FF&E for the
Project, 5ubtenant wili make available to the City, to tha extent not pre�iou�Iy
provided, data tf�at specifically outlines such expenditiares, together with supporting
invoic�s and other documents necessary to detnonstrate that such amounts were
actually �aaid by Subtenant.
In addition, as saan as practicable b�at within one hundred eighty {180) calendar
days fallowing the Caxnpletian Date, Subteanant will provide the City with a report
in a farm reasonably acceptable ta the City that specifically outlines all Hard
Construction Costs e�pended by Subtenant far construction ofthe Project, together
with supporting invoices and other documents necessary to demonstraie that such
amounis were actually paid by Subtenant. This report shall also include Hard
Construction Costs expended by Subtenant for eonstruc�ion of the Project with
Business Equity Firms, together with supporting invoices and other documents
necessary to demanstrate that such amounts were actually paid by Subtenant ta such
companies. Thrs report is required in order for the City to assess Subtenant's
compliance with its construction spending commitments for Business Equity �irms,
and for purposes af calculating 380 Grants paid by the City in accordance with
Section 3 ofthis 380 Agreement.
2.�. Insnection of Proiect. Subject to the rights of any tenan#s or occupants of the
Project {including, �vithout limitation, gnests of the Hotel), during the Tertn of this 380
Agreement (but no �nore frequently than four {4) times p�er year), following reasonable
advarice notice to Subtenant, the City shall have, and Subtenant shall provide or cause to
Page 38 of S1
Parking Garages Sublease
b� provided, access to the Projeet in order for the City to inspect the same to ensure
compliance �vith this 38Q Agreemen�. Subtenant may require that any individuals
inspecting the Pz'ojec� on behalf of the City be escarted at a�l times by an employee or
authorized representative of Subtenant and such entry shall be subjec� to the City's
comgliance with all an-site entry restrictions, safety protocals, timing restrictians,
�1PO�OCfl�S and other limitations, requicemants and restrictions imposeci ar required by
Subtenant ar Subtenant's general contractor, any other contractar ar any governmental
autharity (including, without limitation, fihose regarding proper apparel, safety eq�aipment,
safety rules, and any other instructions regarding accessibility to portions of the Project}.
Howev�r, Subtenant, its offic�rs, agents, servants, empIoyees, con�ractors and
subcontractors, sha11 reasonabiy cooperat�e with the City during any such inspeetion.
�.9. Audits. For a period ending one (1) year aft�r the Completion Date, Subtenant
agrees that the City wil.l have the right to audit, at the City's own expense, the finaneial and
business records of Subt�enant that directly relate to the Total Develaprnent Costs expended
by Subtenazat in constrtacting the Pro�ect, including Hard Constructian Cost expenditures
with Business Equity Firms (collectively "Projecf-Related Records"). Subtenant shall
make all Project-ReIated Records available for reviev,r by the C�ty at the Project ar at
another location in the City aceeptable to both parties following reasonable advance notiee
by the City and �haIl otherwise reasanably cooperate with the City during any audit.
3. 3�0 GRANT. Subj�ct to the terms and conditions of this 380 Agreement, the Gity will
pay Subtenant a grant ("3S0 Gwant") each year throughout the Sublease Term, beginning with the
first firll year folIowing the Completion Date, as foliows:
3.1. Amount of Each 380 Grant. The amount of each annuaI 380 Grant shall eqval
the amount by wliich the Sublease Rent e�ceeds the Suhlea�e Payments (ihe "Grant
Amount" of each 3$0 Grar�t).
3.�. Citv Credits Sublease Rent. Notwithsta�ading anything to the contrary here'�, the
Grant Atnount shalZ Y�e applied as a credit ag�inst the Sublease Rent, and Subtenant hereby
direct� and atathorizes the Grant Arnount to be paid directly to the CCLGC.
3.3. Deadline for Pavment of 380 Gran�; Nature of Funds. Each annua1380 Grant
owed pursuant ta and in accordanc� with this Section 3 will be paid by the City to CCLGC,
as authorized herein, on ar hefore tI�e �'orty-fifth (45th) calendar day following the end of
the pre�ious calendar year. Ii is understood and agreed that �11380 Grant payments paid
pursuant to this 380 Agreement shall come fram currently availab�e general revenues of
the City and not direc�ly fram any specific taxes or tax revenues, incluc�ing, but not Iimited
to, any hotel occupancy ta� or sales tax revenue generated by the Project.
4. DEFAULT, TERNIINATION, SUSPENSION OF OBLIGATIONS AND FAILURE
BY SUBTENANT TO MEET VARIOUS COMMiTMENTS.
4.i. Failure to Meet Consfruction and Completion Cammitments. Subt�nant shaII
be in defauIt under this 3 SO Agr�ement if it does not meet the Canstruction and Completion
Page 39 of 51
Paxking Garages 5ublease
Commitments by the Completion Deadline. In such an evant, the City shall notify
Subtenant in writing of tf�e existence of such default. If Subtenant has nat cured such
default within ninety {90) calendar days follovving receipt of such notice, ihe City shall
have the right, as its sole and e�clusive rern�dy at�d as applicable, to either (i} equitably
reduce the amount of the 380 Grants proportionate tn the amnunt by which Subtenant failed
to satisfy a.ny spending commitments, ar (ii) if the defaUlt relates ta failure to tirnely
camplete canstructian, terrrzinate this 380 Agreenr�ent by notifying Subtenant in writing.
4.2. Deleted b a reement of the arties.
4.3. Failure to Pav Citv Taxes. An event of default sha11 occur under this 380
Agreament if any (i) real property taxes attributable to the portions of the Project owned
by Subtenant; (u) any personal property taxes attributable to p�rsonaI property owned or
l�ased by Subtenant in the Praject; ('iii) at�y hatel occupancy t�es atfiributable to the Hatel
anc� ovved to the City pursuani to Chapter 351 oithe Teacas Tax Code a.nd Chapter 32 ofthe
City Cade; ar (iv) any municipal sales t�es attributable to the Hotel and owed to the City
pursuant to Seciions 321.101(a) ar�d 321.103 of the Texas T� Code become delinquent
and Suhtenant does not either pay such ta�es or properly foIlow the legal pracedures for
protest andlor contest of aaay suck� taxes. Upon the occuz�r�ence of such default, the City
shall notify Subtenant in writizag anci �ubtenant shall have (i) thirty (30) calendar days to
oure such. default or (ii) if Subtenant haa diligently pursued cure of the default but such
default is not reasonabIy curable within such time, then such amount of time that the City
reasonably agrees is necessary to cure sucl� default. If ihe default has not been fully cured
by such time, the City, as its sol� and exclusive remedy, shall haue flie right io terminate
this 380 Agreement immediately by providing written noiice to Subt�nant and shall have
all other rights and remedies that may be available to it und�r the Iavv with respect ta the
collection of any such delinquent taxes.
4.4. Failure �o Comulv with Minimum Hotel Operating Standards. If at after the
first (15E) year of the opening of the Hatel, the City believes that tl�e Hotel has ceased to be
operated in aecordance with all Minimum Hofel 4perating Standards, and if such failure is
not cured within the time periods set forth in this Section 4.4 following recei�t of written
notice from the City, then such failUre shall be an event of default under this 380
Agreement, and the City shall provide written notice to Subtenant and Hotel that
specifically sets forth the basis of the City's opinion. Hotel sha11 ha�e ninety {90) days
frarn the date of tI�e City's no�ic� to bring th� Hotel into operating cornpliance with al[
Minimum Hotel Operating Standards, during which time the Ciry will cantinue to pay all
380 Grant payments in accordance with this 3 80 Agreement. Ii Hotel has not cured such
deiault witbin ninet� (90) calet�dar days ipllorving receipt of such notice, the City shall
have the right to suspend any future 3$Q Grant upon written notification to Hotel and
Subtenant until t1�e Minimum H�tel Operating Standards are met, and ail su�h suspended
380 Grant payments shall he forfeited by Subtenant. Provided, hawever, if the failure to
�perate in accorda.mce witlx all Minimum Hotel Operating Standards is of a temporaxy
nature that will be remedied in na more than 18a days, Hotel will not be considered to ha�e
ceased operations in accordance with all Minimum Hotel �perating Standards. Once Hotel
Page 40 of 51
Parking Ga�rages Subleasa
has resumed operating in accordance with aIl Mini�num Hotel Operating Standards, Hotel
will natify the City in writing,
4.�. Failure #o �ubmit Reuorts or Make Dafa Availablc to the Citv. If Subtenant
fails to subinit all or any reparts or malce data available to the City, as the case may be and
as required hy Section 2.7, the City wi�l notify Subienant in writing, and the City's
obligation to pay any future 380 Grant sha11 be suspended until Subtenant has provided
such report(s) or made such data available for review by the City.
4.6. Other B�reaches. In tha �vent that Subtenant breaches this Agreement attd such
breach is not cov�red by Sections 4.1- 4.5 above, the City shall notify Subtenant in writing,
which notice shall specify the nature of the breach, and Subtenant shall have thirty {30)
calendar days to cure the breach, or ii such breach is no� reasonably curable within thirty
(30) calendar days, such addi�iana� time as rnay be reasanably necessary to cure fhe breach
provided that Subtenant is diligently pursuing cure. If the breach has not been fulIy cured
within such time, tY�e City shall h�ave all rights and remedies available under the law or in
equity other than termination ofth.is 380 Agreement, including, but not limited to, the right
to de�nar�d specific performance to cure the breach and to collect damages plus reasonable
attorneys' fees incurred in the enfarceme�t af this 380 Agraement.
4.9. Equitable Reduction of 3�0 Grant. Noirvithstanding anything in Section 4.1
abo�e to the conirary, if Subtenant fails t� rr��et the BEF Construction Spending
Commitrnent, this shall not be a default under this 380 Agreernent, but the 380 Grant
payments sl�all be reduced by the percentage by which Subtenant faiied to meei the BEF
Construciion �pending Commitment; pravided, however, such proportianate reduetion of
the 380 Grant payments shall be capped at ten perce�t (ld%) i� the aggregate.
S. Assi�nment o#' 380 Agreement. Subtenant may nat sell, assign, transfer, or otherwise
con�rey any of its rights or obligations under this 380 Agreement, eith�r in whole or in part, prior
ta the Completian Date, except to an affiliate �f Subtenant; provided, however, Subtenant may
callaterally assign this 380 Agreemani (a "ColIateral Assi�nrnent") to any Subleasehald
Martgagee (as defined in the Sablease) and shall execufe a consent to such collateral assignment
in a forn� and substance reasonably accepf.able to the City. After f,he Compl�tion Date, Subtenant
r3r�ay assign, transfer, or oth.erw�se convey any of its rights or obligations under this 380 Agreernen�,
either in whole or in part, ta any entity that acquires all ar a portion nf the Project without the
consent of the City ar CCLGC; except as provided in any Collateral Assignment and cansent
e�ecuted by t�e City with res.pect thereto, far all othe� assignments, the consent of CCLGC and
City is required, such consent not to be unreasonably withheld, conditioned ar delayed. If
ownership of aray of the Parking Garages is transferred by Subtenant througli a sale, the parties
will reasonably cooperate in good faith to negotiate to assign all or part of this 38Q Agreemant as
necessary to support the split in awnership and e�ecuta such agreernent{s) as may be reasonably
requested by Subtenant (include one or more new agreements on substantially the same terms as
pravidad herein, to th� extent appIicable to a Parking Garage). Nat�vithstanding anything to the
contrary, any assignzx�ent expressly reyuiring CCLGC's or City's consent will require the
exeeution of a consent to assignrnent between S�abtenant, its assignee, City, and CCLGC, which
Page 41 of 51
Parking Garages Sublease
consent will not be unreasonably withheld. Such consent may be granted admi�isfratively by
CCLGC and City.
6. Rule of Cons�ruction. The City and Subtenant aelcnowledge that each has re�iewed anc�
revised this Sublease and agree that the normal rule of construction to the effect that any
ambiguities are to be resolved aga.inst the drafting party shall nat be employed in t�.e inter�retation
of this 380 Agreement or any arnendmenfis or exhibits hereto.
i, Authori . E�ch person executing this 3SO Agreement, by execution hereof, represents and
warrants t�at he or she is fully authoriz�d to do so, and that no further ae#ion or consent on the part
af the party for wk�om he or she is acting is required to the effectiveness and en%rceability of ihis
38a Agreement against such party following such execution.
8. Counter�arts. This 3 S0 Agreement may be executed in any n�mber of counterparts, each
of which will iar all purpos.es be deemed to be an original, and all nf which are identical.
9. Ap�[icable Law, Place of Per%r�an,cc. THIS 3$0 AGREEMENT SHALL BE
CONSTRUED iJNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. ALL OF TI� OBLIGATIONS CONTAINED HEREIN ARE PERFORMABLE 1N
TARRANT CC�UNTY, TEXAS.
10. Venue. Venue of any action brought under this 380 Agr��ment shaIl be in state caurts
Iocaied in Tarrant County, Texas or the United States District Court far the Northern District af
Texas, Fort Worth Di�ision.
11. Entire A�reement. TI�is 380 Agreement and the Sublease consiitutes the entire agreement
between the City and Subtenant, and there are na other covenants, agreements, promises, ter�ns,
provisions, conditians, undertaicings, or understandings, eitlzer oral or written, between them
cancerning the 3SQ Grar�ts other than those herein set for�h. No subseguent alteration, atnandment,
c�aange, dele�ian or additian to this 380 Agreement shall be binding upon t,he City and Subtenant
unless in writing and signed by both the �ity and Subtenant.
1�. Headin�s. The headings, captions, numbering system, etc. are inserted only as a matter of
convenience and may under no circumstances be considered in interpreting the provisions af ihis
380 Agree�ent.
13. Binding Effeet. All of ihe provisions ofthis 38U Agreement are hereby nnade binding upor�
the successars, legal representatives, and assigns of bot� parties hereto.
14. Severabilitv. If any clause or provisian of this 380 Agreement as or becoines illegal,
invalid ar unenforceable because of presen�t or fiiture laws or any rule or regulation of any
govern�nental bady or entity, effective during the Ternn, the intention af the parties hereta is that
the remaining parts of fihis 38fl Agreeiaaent shalI nat be affected th.ereby.
1�. Governmental Powers. By execution of this 380 Agrecm�nt, the City does not waive or
surrender any of ifis governmental powers ar immunities.
16. Third Par#y__Beneficiaries. Nothing containeci in #his 380 Agreement shall be construed
so as to confer upan any other party fihe rights af a third pariy beneficiary except rights contained
herein for the benefii of any Praject mortgagee.
Page �1� of �1
Parking Garages Sublease
IN �VITNE�S HEREOF, the parties hereto have executed ihis 380 Agreement to be effective as
of the Effective Date.
CYTY:
CITY OF FORT WURTH
:
Title:
GARAGE LJNIT 1 SUBTENANT:
GPIF CD N1i7LTr LLC,
a Texas limited liability company
GARAGE iTNIT 2 SUS'TENANT:
GPIF CD OFFICE LLC,
a Texas limited liability company
By: By:
Nazn e: Nama:
TitIe: Title:
GARAGE LTNIT 3 SUSTENANT:
GPIF CD HOTEL LLC,
a Texas limited liabiiity company
By:
Nazne.
Title:
Page �3 of �1
Parking Garages 5ublease
ADDITIONAL CITY OF FORT WORTH REQUIItED S�GNATUR�S:
Co�tract Camplaaance Manager
By signing, I acknowledge that I am the person responsible
for the monitaring and administration oiihis caniract, including
ensuring al1 perfornnance and reporting requiremenfs.
Name:
APPROVED AS TO FORM AND LEGALITY:
Leann Guzman
Deputy City Attorney
Page 44 af 51
Parking Garages Sublease
Sc�edule 1 to 3$0 Agreement
--- — PI.ANS
Page 4� of 5i
P�.rlan� Gaxages Subleas�e
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Schedule � to 380_ Agree�ent
DEFTNITION �F SUSINESS EQUITY FIRM
"Basiness Equity Firm" shall mean a contractar, subcantractor, vendor, or Independent Firm that
is a Certified MBE and/or WBE wit� a Significanf Business Presence in the City's
Markefplace.
"Certifed" shall mean thase firms identified by the North American Industry Classification
System {NAICS) that have been determined to be a bona fic�a MBE or WSE by the North
Central Texas Regianal Certification Agency (NCTRCA), tha Da11as/Fort Worth IVlinoriLy
Supplier D��elopment Council (DFW/MSDC), Women's Business Council-SW (WBCS},
Texas Department of Transportatian (TxDOT) or other certif�ing agency that the DVIN
may de�m appropriate and accepted by the City.
"City" shall mean the Cit� of Fort Woeth, Texas.
"Disparity �tudy" shall mean the Ci�y o�Fort Warth Disparity Study �nalized and presented to
city councii on June l 6, 202fl.
"DVIN" The City's depar�aent of diversity and inclusion.
"Independeut Firm" shall mean a firm whose viability does not dep�nd on its r�lationship with
another firm.
"doint Venture" shall mean a business entity form�d by two ar mare independent Persons �flr the
purpose of pursuing a common objec�ive, such as a prime eontract. The resultirng business
entity has additianal resources and capacity, enhancing its ability ta coznpete �or largear
awards. A Jaint Venture is generally characterized by shared ownership, sh.ared returns and.
risks, a�d shared goveinanee. In a Joint Venture, the prime managing partner holds 51 %
or more in#erest in the business. Partner(s) hold less ihan 51% interest but in most cases,
not less than 20%.
"Marketplace" sl�all mean the geographic area as defined by tf�e City's Disparity Study.
"Minority Individual" shall rnean a P�rson wha is a member of any of the following:
(1) "Black Arnericans," which includes persons having arigins in any af the Black racial
graups of Africa;
(2) "Hispanic America.ns," which ir►cludes persons of Me�ican, Puerta Rican, Cuban,
Dominican, Central or South American, or other Spanish or Poctuguese culture or arigin,
regardless of race;
(3) "Nativ� Americans," which includes persons who axe enroiled members of a federally ar
State cecognized Indian tribe, Alaska Natives, or Na�ive Hawaiians;
(4) "Asian-Paci�c Americans," which includes persons whose arigins are from Japan, China,
Taiwan, I�orea, Burma (Myanrnar), Vietnam, Laos, Carnbodia (KampucHea), Thailand,
Malaysia, Inc�onesia, the Philippines, Brunei, Samoa, Guam, the U.S. Trust Territories of
Page Q6 of �1
1'arking Garages Sul�lease
the Pacific Islands {R�public afPalauj, Republic of tlie Northern Marianas Islands, Samaa,
Macao, F�ji, Tonga, Kirlaaii, Tuvalu, Nauru, Federated States of Micronesia, or Hang
Kong;
(5) "Subcontinent Asian Amerieans," whick� includes persons whose arigins are from India,
Pakistati, Bangladesh, Bhuta.n., t�ae Maldives Islands, Nepal or Sri Lanka;
"Minority-Owned Business Enterprise {MBE)" shall rnean a business entity, inciuding but not
limited to a sole proprietorship, partnership, corporation, limited Iiability cornpariy,
association ar Joint Venture:
(1) Which is at lcast 51%0 owned by one or more Minority Individuals, or in the case of a
publicly traded b�siness, at least 51% of all classes of the stock of which is owned by one
or mare Minority Individuals; and
(2) Whose managemeni, policies, major decisions and daily business aperations a�re
independently managed and controlled by one or more such mare Minarity Individuals;
"Person" shall mean a natural person or business entity, inc�uding i�ut not limited to a sole
proprietarship, partners�ip, corparation, limited liability company, associatio� or Jaint
Venture.
"Significant Business Presence" shall rnean a Person (1) wI�ich has its principal place oibusiness
located inside the Markeiplaee; (2) which has its principal place of business located outside the
Marketplaee but has been veri�ied to be in existence for a minimam of 24 rnonths and from which
at least 20% of the business's workforce is based in the Ma�rketplace; or (3) which has cumulative
business receipts greater than $1,0OO,OQO �or wark done in the Marketplaee since January 1, 2Q13.
"Woman" shall mean an adult Person of the fema�e gender.
"Women-Owned Sasiness Enterprise {WSE)" shall mean a business entity, including but not
lirnited to a sole proprietarship, partnarship, corporation, iim�ted liability oompany,
association or 7oint Venture:
{1) '1Uhieh is at least S 1°/a awned by one or more Women, or in the case of a publicly traded
business; af leasf 51 % of all classes of the stock of which is owned hy one or more Wornen;
and
{2) Whose znaaaagezn.ent, policies, major decisions and daily business operations are
ir�dependently managed and controlled by one or rnore such Women.
Page 47 of 51
Parking Garages Sublease
EX��T D
Form of Memorandum� oi Sublease Payment and Commencement Date
202
GPIF CD Oifice LLC
GPIF CD Hatel LLC
GPIF CD Multi LLC
c/o Crescent Real Estate LLC
777 Main Street, Suite 2260
Fort Warth, Texas 76102
Attn: Legal Department
R�: Parlcing Garage Sublease with Assigned Option to Purchase (the "Sublease") dafied
, 2021, between The City of Fort �Varth {"Sublandlord"}, G�'IF
CD MULTI LLC, a Delaware limited liabi�ity company ("Garage Unit 1
�nbtenant"), GPIF CD OFFICE LLC, a Delawa:re limited liability company
("Garage Unit � Sub�ienant"),and G�'IF CD HOTEL LLC, a Delaware limited
liability company ("Garagc Unit 3 Subtenaut"). Capitalized terrns used herein
bt�t not defined shall be given the meanings assigned to them in the Sublease.
Ladies and G�ntlemen:
Sublandlord a,nd Subtenant agree as fallows:
1. Acce�tance of Premises. Subtenant has acc�pted pa5session of the Premises
pursuant to the Sublease.
2. Commencement Date. Notwithstanding anything ta the contrary set forth in the
Subleas�, it is hereby agreed that the Commencement Date of the Sublease shall fnr all �aurposes
thereunder be hereafter deemed to be , 202u.
3. Expiraiion Dafe. Notwithsfianding anything to the contrary set forth in the
Sublease, it is hereby agreed that the Initial Term is scheduled to expire on the last day of tlie 20th
year after the Camm�nc�manf Date, which date is , 2Q4� subject to the
Renewal Terms set forth in the Sublease.
4. Binding Effect; Governing Law. Except as modif ed hereby, the Sublease is and
shaIl rernain in full fnrce and effect and this Letter sha�l be binding upnn Sublandlord and Subtenant
and their respective successors and assigns. If any inconsistency e�sts or arises betvreen the terrns
oithis letter and the terms ot'the Sublease, the terms af �his letter shall prevail. This lettea� shalI
be governed by the laws of the Sta�e of Texas.
Page 48 of 51
Parking Garages Sublease
Please indicate your agreement to the above matters by signing this letter in the space
indicated baIow and returning an executed original to us.
Sincerely,
City of Fort Worth
By:_
Name:
Tit1e:
ADDITZONAL C�TY OF F�RT WORTH REQXTYRED SIGNA'I'i1RE�;
Coutract Compliance Manage�r
By signing, I acknowledge that I am the person respgnsible
�or the rnonitaring and administratian af this cantract, including
ensuring all performance and reportir�g requirements.
Name:
Title:
APPROVED AS TO FORM AND LEGALITY:
Lea.nn Guzman
Deputy City Attorney
�oxzn 1295: NIA
ATTESTED BY:
Ronald P. Gonzalez
Acting City Secretary
M&C #
DATE:
Yage 49 af 51
Parking Garages Sublease
Agreed and accepted:
GARAGE U1VIT 1 SUBTENANT:
GPIF CD M�CTLTY LLC,
a Texas limited liability company
GARAGE UN�T 2 S�C7BTEI�TANT:
GPIF CD OFFICE LLC,
a Tex�s limited liability company
By: By:
Na�rke: Na�ne•
Title: Title:
GARAGE iTNIT 3 �iIBTENANT:
GPTF CD HUTEL LLC,
a Texas lirnited liability company
By;
Nam.e:
Title:
Page 50 of 51
Parking Garages Sublease
EXHISIT E
Mastex Lease
[Follows this cnver page.�
Page �1 of 51
Parking Garages Sublease
4823-8064-97Q3v.13 59f64-83 9/13J2021