HomeMy WebLinkAboutContract 60060DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
CSC No. 60060
TERMINATION OF OFFICE LEASE
This Termination of Office Lease (the "Termination") is entered into to be effective as of August
23, 2023 ("Effective Date") between City of Fort Worth ("Landlord") and Property Damage Appraisers,
Inc., now known as Property Damage Appraisers, LLC ("Tenant"), each individually referred to as a
"party" and collectively referred to as the "parties."
RECITALS
WHEREAS Landlord, as successor -in -interest to Hertz Fort Worth Energy Way LP, and Tenant
are parties to that certain Office Lease executed on September 13, 2019 (the "Office Lease") regarding
the lease of approximately 22,414 square feet of rentable space on the 19th floor of the Landlord's building
located at 100 Energy Way, Fort Worth TX 76102 (the "Premises"); and
WHEREAS a copy of the Office Lease is attached hereto as Exhibit "A" and incorporated herein
for all purposes; and
WHEREAS the Office Lease provides for a term expiring on November 30, 2029; and
WHEREAS Landlord and Tenant agree that an early termination of the Office Lease is in the best
interest of the parties and Landlord is willing to accept an early termination of the Office Lease in
exchange for the consideration and provisions contained herein; and
WHEREAS the termination of the Office Lease was approved by the Fort Worth City Council on
August 22, 2023 through Mayor and Council Communication No. 23-0696; and
WHEREAS Landlord and Tenant now wish to memorialize (i) the termination of the Office Lease
and (ii) the settlement of all claims of Tenant against Landlord related to the Office Lease and Tenant's
occupancy of the Premises.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other
good and valuable consideration, the receipt of which is hereby acknowledged, Landlord and Tenant
hereby agree as follows:
1. Recitals. The foregoing recitals are hereby affirmed by the parties as true and
correct and each such recital is incorporated herein by this reference. Unless otherwise defined herein,
capitalized terms used in this Termination shall have the meanings ascribed to such terms in the Office
Lease.
2. Termination of Office Lease. Landlord and Tenant agree that the Expiration Date
of the Office Lease shall be October 31, 2023, as contemplated by this Termination. The Office Lease
shall be terminated as of the Expiration Date and Tenant agrees to surrender the Premises to Landlord by
the Expiration Date in accordance with the terms of the Office Lease, except as modified herein.
3. Holdover. If Tenant holds over after the Expiration Date without the express written
consent of Landlord: (a) the Base Rent payable for the first month of holdover shall be $52,444.35 as
Termination of Office Lease —100 Energy Way
Property Damage Appraisers, LLC
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
provided by Article 4 of the Office Lease; (b) the Base Rent for any additional holdover shall be 150% of
the Base Rent provided by Article 4 of the Office Lease; (c) Tenant's right to possession shall terminate
on 30 days' notice from Landlord; (d) Tenant shall remain obligated to pay all Additional Rent (including
Taxes and Expenses, as defined in the Office Lease) and fees (including those for services and utilities)
due under the Office Lease until and through the Tenant's surrender of the Premises to Landlord in
accordance with the terms of the Office Lease, which amounts shall be prorated or refunded as applicable;
and (e) all other terms and conditions of the Office Lease shall continue to apply. Nothing contained herein
shall be construed as a consent by Landlord to any holding over by Tenant.
4. Consideration. For and in consideration of the recitals set forth above, the early
termination of the Office Lease, and other provisions contained herein, Tenant agrees to pay Landlord a
total of One Million Ninety -Eight Thousand One Hundred Eighty -Nine Dollars and 95/100
($1,098,189.95) ("Termination Consideration"). The Termination Consideration shall be delivered to
Landlord within seven (7) days of the Effective Date of this Termination.
5. Furnishings and Equipment. For and in consideration of the recitals set forth above,
the early termination of the Office Lease and other provisions contained herein, all Furniture, Fixtures and
Equipment ("FF&E") located within the Premises as of the Effective Date shall be conveyed from Tenant
to Landlord as Landlord's personal property. The FF&E to be conveyed from Tenant to Landlord includes,
without limitation, the items described in Exhibit `B," attached hereto and incorporated herein for all
purposes. Tenant warrants that it has the right to convey the FF&E to Landlord and, upon request of
Landlord, Tenant shall execute and deliver to Landlord a Bill of Sale for the FF&E in a form reasonably
acceptable to Landlord. The FF&E excludes certain IT equipment and cabling, other equipment, and other
furniture that will not be conveyed from Tenant to Landlord as described in Exhibit "C," attached hereto
and incorporated herein for all purposes; provided, however, that any such items must be removed from
the Premises prior to Tenant's surrender of the Premises.
6. Surrender and Release. Tenant's sole obligations upon surrender of the Premises to
Landlord shall be (a) to the complete the Move Out Checklist attached hereto as Exhibit "D" and (b) to
deliver the Premises in broom clean condition to Landlord upon Tenant's surrender of the Premises. Upon
Tenant's payment of the Termination Consideration and surrender of the Premises as set forth
herein, Tenant hereby forever releases Landlord from any and all claims, demands, losses, damages,
compensation, costs, rights, obligations, injuries or liabilities arising from or related to the Office
Lease.
7. Governmental Powers. It is understood and agreed that by execution of this
Termination, Landlord does not waive or surrender any of its governmental powers or immunities.
8. Governing Law and Venue. This Termination will be construed in accordance
with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought
pursuant to the Lease or this Termination, venue for such action will lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division.
9. Severability. If any provision of this Termination is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
Termination of Office Lease —100 Energy Way
Property Damage Appraisers, LLC
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
affected or impaired.
10. Signature Authority. The person signing this Termination hereby warrants that
they have the legal authority to execute this Termination on behalf of the respective party, and that such
binding authority has been granted by proper order, resolution, ordinance or other authorization of the
entity. This Termination may be executed by any authorized representative of Tenant. Each party is fully
entitled to rely on these warranties and representations in entering into this Termination.
11. Electronic Signatures. This Termination may be executed by electronic signature,
which will be considered as an original signature for all purposes and have the same force and effect as
an original signature. For these purposes, "electronic signature" means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures
electronically inserted via software such as Adobe Sign.
[signature page follows]
Termination of Office Lease —100 Energy Way
Property Damage Appraisers, LLC
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
IN WITNESS WHEREOF, the parties hereto have executed this Termination in multiples.
LANDLORD:
CITY OF FORT WORTH
Dana
Burflidoff
202317:39LDT
By: Dana BurghdoR'Aug
)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: August 25 2023
APPROVAL RECOMMENDED:
By:
Name: Rick )I Salazar
Title: Interim Director,
Property Management Department
ATTEST:
db440On�
ab FORlII
000
oip
By: op*oo
Name: Jannette S. Goodall aaa� nEap54pp
Title: City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
Megan Fowler for Greg Wingate
By: Megan Fowler ug 25, 202309:31 CDT)
Name: Greg Wingate
Title: Sr. Facility Planner,
Property Management Department
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Matthew A. Murray
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0696 (August 22, 2023)
Form 1295: 2023-1056571
TENANT:
PROPERTY t,.DoauSigned by: "'2AISERS, LLC
By:
idun, Red
Name:
Title: C00
-� F2ED736810B44DF..
Date:
8/24/2023
Termination of Office Lease —100 Energy Way
Property Damage Appraisers, LLC
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
Exhibit A
THE OFFICE LEASE
[as follows]
Termination of Office Lease —100 Energy Way
Property Damage Appraisers, LLC
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
HER T Z
INVESTMENT
G R OUP
OFFICE LEASE
HERTZ FORT WORTH ENERGY WAY, LP ("Landlord")
PROPERTY DAMAGE APPRAISERS, INC.
("Tenant")
PIER 1 IMPORTS BUILDING
SUITE #1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
TABLE OF CONTENTS
1. BASIC LEASE PROVISIONS
2. PROJECT 4
3. TERM 5
9. RENT 9
5. USE & OCCUPANCY 13
6. SERVICES & UTILITIES 14
7. REPAIRS 16
8. ALTERATIONS 16
9. INSURANCE 18
10. DAMAGE OR DESTRUCTION 20
11. INDEMNITY 21
12. CONDEMNATION 22
13. TENANT TRANSFERS 22
19. LANDLORD TRANSFERS 24
15. DEFAULT AND REMEDIES 25
16. SECURITY DEPOSIT 30
17. MISCELLANEOUS 30
EXHIBIT A - FLOOR PLAN DELINEATING THE PREMISES A-1
EXHIBIT B - WORK LETTER B-2
EXHIBIT C - NOTICE OF LEASE TERM C-1
EXHIBIT D - RULES & REGULATIONS D-1
EXHIBIT E - PARKING E-1
EXHIBIT F - FORM OF SNDA E-1
1
PIER 1 IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
Additional Insured
Additional Rent
Affiliates
Alterations
Alterations Fee
Amortization Rate
Base Building
Base Rent
Billing Address
Brokers
Building
Building Standard
Building Structure
Business Hours
Claims
Commencement Date
Common Areas
Comparison Year
Construction Allowance
control
Cost -Saving Expenses
Default
Default Rate
Design Problem
Encumbrance
Enforcement Costs
Estimated Additional Rent
Execution Date
Expenses
Expiration Date
Fair Market Rent
Force Majeure
Hazardous Materials
Holdover
Holidays
HVAC
Interruption Estimate
Land
Landlord
Landlord Costs
Landlord's Damages
Late Charge
Laws
Lease
PIER 1 IMPORTS BUILDING
PDAI DLN 5.28.19
INDEX OF DEFINED TERMS
12 Leasehold Improvements
5 Liability Limit
16 Mandated Expenses
11 Maximum Connected Load
12 Mechanical Systems
7 NLT
3 Notice Addresses
1 Parking Allotment
2 Parking Facilities
2 Parking Rules and Regulations
1 Patron
4 Permitted Transferee
3 Premises
2 Project
15 Quality Expenses
4 Reasonable attorneys' fees
3 Reletting Expenses
5 Remainder Rent
3 Rent
16 Repair Estimate
6 Replacement Premises
19 Repossession Expenses
23 Required Removable
11 RSF
18 Rules and Regulations
22 Scheduled Commencement Date
7 Security Deposit
1 Standard Services
6 Successor Landlord
1 Taking
22 Taxes
23 Telecommunication Services
8 Tenant
5 Tenant's Personal Property
3 Tenant's Share
9 Tenant's Wiring
14 Term
3 Transfer
1 Unamortized Landlord Costs
22 Untenantable
22 Use
8 Vehicle
8 Work Letter
1
i;
3
2
6
9
3
4
2
2
E-1
E-1
16
1
3
6
22
23
23
7
14
24
23
11
D-1
9
18
16
5
10
1
4
10
1
16
22
14
E-1
3
OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
OFFICE LEASE
Landlord and Tenant enter this Office Lease ("Lease") as of the Execution Date on the following terms,
covenants, conditions and provisions:
1. BASIC LEASE PROVISIONS
1.1 Basic Lease Definitions. In this Lease, the following defined terms have the meanings indicated.
(a) Execution Date: means the Lease is fully executed as of S93teI.. 13 , 2019.
(b) Landlord: Hertz Fort Worth Energy Way, LP, a Delaware limited partnership.
(c) Tenant: Property Damage Appraisers, Inc., a Texas corporation.
(d) Building: Pier 1 Imports Building located at 100 Energy Way, Fort Worth, TX
76102 and deemed to contain approximately 409,977 rentable square feet
("RSF").
(e) Premises: Suite #1900 (identified on Exhibit A), located on the l9th floor of the
Building and deemed to contain approximately 17,892 RSF, and Suite
1900-S, containing approximately 4,522 RSF of storage space, for a total
of 22,414 RSF. The Premises may be remeasured by Tenant pursuant to
the latest BOMA standards within thirty (30) days after the
Commencement Date, and all necessary adjustments shall be set forth in
an amendment to this Lease executed by Landlord and Tenant.
(f) Use: General administrative non -governmental office and ancillary uses
consistent with that of a first-class office building.
(g) Term: means the duration of this Lease, which will be approximately one hun-
dred and twenty (120) months, beginning on the Commencement Date
(as defined in §3.1 below) and ending on the Expiration Date (as defined
below), unless terminated earlier or extended further as provided in this
Lease. The "Expiration Date" means (i) if the Commencement Date is
the first day of a month, the one hundred and twenty (120) month anni-
versary of the day immediately preceding the Commencement Date; or
(ii) if the Commencement Date is not the first day of a month, the one
hundred and twenty (120) month anniversary of the last day of the next
full calendar month in which the Commencement Date occurred.
(h) Commencement Date: December 1, 2019, subject to Section 3 .1(b) below.
(i) Base Rent for Suite 1900: The following amounts payable in accordance with Article 4:
Lease Years/Lease Months
Annual Rate per RSF
(17,892 RSF)
Monthly Base Rent
12/1/19-11/30/20
$24.00
$35,784.00
12/1/20-11/30/21
$25.50
$38,020.50
12/1/21-11/30/22
$26.50
$39,511.50
12/1/22-11/30/23
$26.50
$39,511.50
12/1/23-11/30/24
$27.00
$40,257.00
12/1/24-11/30/25
$27.50
$41,002.50
12/1/25-11/30/26
$28.00
$41,748.00
1
PIER 1 IMPORTS BUILDING
PDA/ DLN 5.28.19
OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
12/1/26-11/30/27
$28.00
1 $41,748.00
12/1/27-11/30/28
$28.50
$42,493.50
12/1/28-11/30/29
$29.00
$43,239.00
Base Rent for Suite 1900-S:
Lease Years/Lease Months
Annual Rate per RSF
(4,522 RSF)
Monthly Base Rent
12/ 1 / 19-11 /30/22*
$0.00*
$0.00 *
12/ 1 /22-11 /3 0/23
$2 6.50
$9,986.08
12/1/23-11/30/24
$27.00
$10,174.50
12/1/24-11/30/25
$27.50
$10,362.92
12/1/25-11 /30/26
$28.00
$10,551.33
12/1/26-11/30/27
$28.00
$10,551.33
12/1 /27-11 /30/28
$28.50
$10,739.75
12/1/28-11/30/29
$29.00
$10,928.17
*During the first three (3) years of the Term, Base Rent for Suite 1900-S shall be abated on the condition
that Suite 1900-S is used for storage purposes only. In the event that, during the initial three (3) year
period of the Term, Tenant uses Suite 1900-S for the regular conduction of business, Tenant shall pay
Base Rent for Suite 1900-S on the same terms as Base Rent for Suite 1900.
(j) Tenant's Share
(k) Base Year
(1) Security Deposit:
(m) Notice Address:
5.4671 %
The ealendar year 2020.
None.
For each party, the following
address(es):
To Landlord
Building Address
For all requests pursuant to § 17.2(a)
100 Energy Way, Suite 100
Fort Worth, TX 76102
Attention: Property Manager
Email: propertyman-
ager@Pierl.hertzgroup.com
Notice Address
For all notices required under the Lease
pursuant to §17.2(b):
1521860 Burbank Blvd,
Woodland Hills, CA 91367
Attn: Asset Manager
Email: assetmanager@Pierl.hertzgroup.com
2
PIER 1 IMPORTS BUILDING
PDAI DLN 5.28.19
o Tenant
Before the Commencement Date:
Attn:
After the Commencement Date:
The Premises
With a copy to:
OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
(n)
With a copy to:
100 Energy Way, Suite 100
Fort Worth, TX 76102
Attention: Property Manager
Email:
propertymanager@Pier I .hertzgroup.co
m
Wick Phillips
100 Throckmorton Suite 1500
Fort Worth, Texas 76102
,Attn: Jason Jones
Email: jason.iones wickphillips.com
Billing Address:
For each party, the following address:
For Landlord for the payment of Rent
For Tenant
US Mail
Hertz Fort Worth Energy Way, LP
PO Box 207633
Dallas, TX 75320-7633
Overnight Courier
LOCKBOX SERVICES 207633
Hertz Fort Worth Energy Way, LP
2975 Regent Blvd
Irving, TX 75063
ACH or Wire
Wells Fargo Bank
ABA #121000248
Account #4370552556
Account Name: Hertz Fort Worth
Energy Way, LP
he Premises
(o) Brokers:
(p) Parking Allotment:
(q) Liability Limit:
(r) Business Hours:
3
PIER 1 IMPORTS BUILDING
PDA/ DLN 5.28.19
Jones Lang LaSalle (for Landlord) and Jones Lang
LaSalle (for Tenant). Brokers will be paid by Landlord
in accordance with a separate agreement.
Seventy Two (72) permits for unreserved parking in
Building Parking Garage and/or surface lots
immediately adjacent to the Building ("Parking
Facilities") pursuant to the terms set forth in Exhibit
E Upon Tenant's occupancy of Suite 1900-S for the
conduct of business, such Parking Allotment shall
increase to 90 unreserved parking spaces. Such 90
permits shall be at no additional cost to Tenant during
the Term or any renewal thereof. Up to ten (10) of the
90 parking permits may be utilized as reserved parking
spaces at a charge of $50,00 per space per month, plus
tax during the term of the Lease.
$1,000,000/$2,000,000 per occurrence/aggregate.
From 7:00 a.m. to 6:00 p.m. on Monday through
Friday and from 7:00 a.m. to 1:00 p.m. Saturday,
excepting: New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day,
Christmas Day, and other legal holidays commonly
observed in similar class office buildings in the locale
OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
(s) Construction Allowance:
of the Building ("Holidays"). Each Holiday will be
observed on the applicable date observed by the United
States government.
Seven Hundred and Eighty -Four Thousand Four
Hundred and Ninety Dollars ($784,490.00) (or $35.00
multiplied by the RSF of the Premises) per the terms
of Exhibit B, ("Work Letter").
2. PROJECT
2.1 Project. The Land, Building and Common Areas (as each may be defined in Article I and below)
are collectively referred to as the "Project".
2.2 Land. "Land" means the real property on which the Building and Common Areas are located,
including easements and other rights that benefit or encumber the real property, in the City of Fort Worth, State of
Texas. Landlord's interest in the Land may be in fee or leasehold. The Land may be expanded or reduced after the
Execution Date.
2.3 Base Building. "Base Building" means Iuilding Structure and Mechanical Systems, collectively,
defined as follows;
(a)
Building Structure. `Building Structure" means the structural components in the Building,
including foundations, floor and ceiling slabs, roofs, exterior walls, exterior glass and mullions,
columns, beams, shafts, and emergency stairwells. The Building Structure excludes the Leasehold
Improvements (and similar improvements to other premises) and the Mechanical Systems.
(b) Mechanical Systems. "Mechanical Systems" means the mechanical, electronic, physical or
informational systems generally serving the Building or Common Areas, including the sprinkler,
plumbing, heating, ventilating, air conditioning, lighting, communications, security, drainage,
sewage, waste disposal, vertical transportation, and fire/life safety systems, but excluding the
Leasehold Improvements (and similar improvements to other premises).
2.4 Common Areas. Tenant will have a non-exclusive right to use the Common Areas subject to the
terms of this Lease. "Common Areas" means those interior and exterior common and public areas on the Land (and
appurtenant easements) and in the Building designated by Landlord for the non-exclusive use by Tenant in common
with Landlord, other tenants and occupants, and their employees, agents and invitees. The Common Areas include
those portions of the Project that are necessary for the operation of the Building or are provided for the non-exclusive
use by Tenant in common with Landlord and other tenants and occupants, and their employees, agents and invitees,
of the Building. The Common Areas include the Parking Facilities serving the Building that are owned or leased by
Landlord.
2.5 Premises. Landlord leases to Tenant the Premises subject to the terms of this Lease. Except as
provided elsewhere in this Lease, including any work to be performed by Landlord as set forth in Exhibit B ("Work
Letter"), if any, by taking possession of the Premises, Tenant accepts the Premises in its "as is" condition and with
all faults, and to the actual knowledge of Tenant, the Premises are deemed in good order, condition, and repair, subject
to any latent or patent defects and the presences of any Hazardous Materials located on, in, or under the Land, Building
or Project. The parties hereby waive any and all implied warranties, including, without limitation, suitability or fitness
for intended commercial purpose. The Premises include the Leasehold Improvements as defined in subsection (a)
below, but exclude certain areas, facilities and systems as set forth in subsection (b) below:
(a) Leasehold Improvements. "Leasehold Improvements" mean all non-structural improvements in
the Premises or exclusively serving the Premises, and any structural improvements to the Building
made to accommodate Tenant's particular use of the Premises. The Leasehold Improvements may
exist in the Premises as of the Execution Date, or be installed by Landlord or Tenant under this
Lease at the cost of either party, including, but not limited to any Alterations installed pursuant to
§8 and the Tenant Improvements set forth in the attached Exhibit B. The Leasehold Improvements
include: (1) interior non-structural walls and partitions (including those surrounding structural
4
PIER 1 IMPORTS BUILDING
PDA/ DLN 5.28.19
OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
columns entirely or partly within the Premises); (2) the interior one-half of walls that separate the
Premises from adjacent areas designated for leasing; (3) intentionally omitted (4) stairways and
stairwells for the exclusive use by the occupant of the Premises connecting parts of the Premises on
different floors, except those required for emergency exiting; (5) the frames, casements, doors,
windows and openings installed in or on the improvements described in (1-4), or that provide
entry/exit to/from the Premises; (6) all hardware, fixtures, cabinetry, railings, paneling, woodwork
and finishes in the Premises or that are installed in or on the improvements described in (1-5); (7) if
any part of the Premises is on the ground floor, the ground floor exterior windows (including
mullions, frames and glass); (8) integrated ceiling systems (including grid, panels and lighting); (9)
carpeting and other floor finishes; (10) kitchen, rest room, hot water heater, laboratory or other
similar facilities that exclusively serve the Premises (including plumbing fixtures, toilets, sinks and
built-in appliances); and (11) the sprinkler, plumbing, heating, ventilating, air conditioning, lighting,
communications, security, drainage, sewage, waste disposal, vertical transportation, fire/life safety,
and other mechanical, electronic, physical or informational systems that exclusively serve the
Premises, including the parts of each system that are connected to the Mechanical Systems from the
common point of distribution for each system to and throughout the Premises.
(b) Exclusions from the Premises. Except as specifically agreed to by Landlord in writing in its sole
discretion, the Premises do not include: (1) any areas above the finished ceiling, integrated ceiling
systems, or if the ceiling is open concept, above the underside of the overhead slab, or below the
finished floor coverings that are not part of the Leasehold Improvements, (2) janitor's closets, (3)
stairways and stairwells to be used for emergency exiting or as Common Areas, (4) rooms for
Mechanical Systems or connection of telecommunication equipment, (5) vertical transportation
shafts, (6) vertical or horizontal shafts, risers, chases, flues or ducts, and (7) any easements or rights
to natural light, air or view.
Full floor Premises. If the Premises include one or more floors in their entirety, all corridors and
restroom facilities located on such full floor(s) shall be considered part of the Premises.
2.6 Building Standard. `Building Standard" means the minimum or exclusive type, brand, quality or
quantity of materials Landlord designates for use in the Building from time to time.
2.7 Tenant's Personal Property. "Tenant's Personal Property" means those trade fixtures,
furnishings, equipment, work product, inventory, stock -in -trade and other personal property of Tenant that are not
permanently affixed to the Project in a way that they become a part of the Project and will not, if removed, materially
impair the value of the Leasehold Improvements that Tenant is required to deliver to Landlord at the end of the Term
under §3.3.
2.8 Representations re: Delivery Condition. Landlord represents and warrants to Tenant that to
Landlord's best actual knowledge, without investigation or duty to investigate, the following: (a) Landlord has not
received any uncured notice of any material violations of applicable building codes, laws, or ordinances at the
Building, and (b) has not received any uncured notice of any material violation of applicable laws with respect to
Hazardous Materials at the Building, and (c) any generation, handling, usage, transportation, treatment, storage, or
disposal of Hazardous Materials at the Building is in compliance with all applicable laws, codes and ordinances
regarding Hazardous Materials.
(c)
3. TERM
3.1 Commencement Date. "Commencement Date" shall be December 1, 2019
(a) Early Occupancy.Tenant will be given access to the Premises, along with executed consent to this
Lease by the Encumbrance Holder (hereinafter defined), within 15 days of the final Execution Date
of this Lease to prepare the Premises for Tenant's use and occupancy. During any period that Tenant
enters the Premises on or after the date of this Lease and prior to the Commencement Date, Tenant
shall comply with all terms and provisions of the Lease, except those provisions requiring payment
of Base Rent or Additional Rent as to the Premises. Tenant may conduct business in any part of the
Premises before the Commencement Date, at no charge including electricity. No early occupancy
under this §3.1(a) will change the Commencement Date or the Expiration Date.
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(b) Delayed Occupancy. if Landlord fails to tender possession of the Premises to Tenant in the condi-
tion required by this Lease by the Commencement Date due to delay caused solely by Tenant,
Force Majeure or due to the holdover or unlawful possession of the Premises by another party (a
"Permitted Delay"), Landlord will not be in default of this Lease; provided, however, that the Com-
mencement Date will be extended automatically by one day for each day of the period after the
Commencement Date to the day on which Landlord tenders possession of the Premises to Tenant
less any portion of that period attributable to Tenant's Delays as more particularly described in
Exhibit B; however, to the extent Landlord fails to tender possession of the Premises to Tenant in
the condition required by this Lease and consent hereto from the Encumbrance Holder within 15
days of the Execution Date of this Lease for reasons other than a Permitted Delay, then Tenant
shall receive a credit equal to one day of Rent for each day of delay until the Premises are delivered
to Tenant in the condition required by this Lease; and the Commencement Date shall be extended
on a day for day basis. In the event Landlord fails to deliver possession of the Premises to Tenant
within one hundred and eighty (180) days of the Execution Date of this Lease, subject to any delay
caused solely by Tenant, Tenant shall have the option to cancel this Lease, or Tenant has the option
to receive a credit equal to two days of Rent for each day of delay until the Premises are delivered
to Tenant in the condition required by this Leae; and
(c) Confirmation of Term. Landlord shall notify Tenant of the Commencement Date using a Notice of
Lease Term ("NLT") in the form attached to this Lease as Exhibit C. Tenant shall execute and
deliver to Landlord the NLT within 10 business days after its receipt. Tenant's failure to execute
and return the NLT, or to provide written objection to the statements contained in the letter, within
thirty (30) days after the date of Tenant's receipt of the NLT shall otherwise be deemed an approval
by Tenant of the statements contained therein, but Tenant's failure to do so will not reduce Tenant's
obligations or Landlord's rights under this Lease.
3.2 Holdover. Tenant does have the right to remain in the Premises following the Expiration Date or
earlier termination of this Lease ("Holdover") subject to the following conditions. During the Holdover, Tenant will
be deemed to be a tenant from month to month, at a monthly Base Rent for the first three (3) months of Holdover,
payable in advance, equal to one hundred twenty five percent (125%) of the monthly Base Rent payable during the
Last year of the Terns, and at a monthly Base Rent of one hundred fifty percent (150%) of the Base Rent payable in
the last year of the Term thereafter, and Tenant will be bound by all of the other terms, covenants and agreements of
this Lease as the same may apply to a month -to -month tenancy. No Holdover by Tenant after the end of the Term
shall be construed to extend the Term, Tenant shall indemnify and defend Landlord from and against all claims and
damages, both consequential and direct, that Landlord suffers due to Tenant's failure to return possession of the
Premises to Landlord at the end of the Term provided, however, that such consequential damages shall not apply
unless Tenant's Holdover lasts for ninety (90) days or more.
3.3 Condition on Expiration.
(a) Return of the Premises. At the end of the Term, Tenant will return possession of the Premises to
Landlord vacant, free of Tenant's Personal Property and any Required Removablcs (as defined in
§8.1), with any Leasehold Improvements that were removed by or for Tenant, including without
limitation any ceiling grids, restored (unless such restoration is specifically waived by Landlord in
writing in its sole discretion), in broom -clean condition, and with all Leasehold Improvements in
good working order and repair (excepting ordinary wear and tear and casualty).
(b) Correction by Landlord. If Tenant fails to return possession of the Premises to Landlord in the
condition required under (a), then Tenant shall reimburse Landlord for the reasonable costs incurred
by Landlord to put the Premises in the condition required under (a), plus Landlord's standard
administration fee (references to Landlord's standard administration fee shall under no
circumstances be more than five percent (5%) of the costs applicable thereto).
(c) Abandoned Property. Tenant's Personal Property left behind in the Premises after the end of the
Term will be considered abandoned. Landlord may move, store, retain or dispose of these items at
Tenant's expense, plus Landlord's standard administration fee (not to exceed five percent 5% of the
costs incurred by Landlord). At Landlord's option, any abandoned Tenant's Personal Property will
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DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
become Landlord's property automatically without compensation to Tenant, subject to applicable
Laws.
3.4 Option to Extend.
3.4.1 Grant; Conditions. Grant; Conditions. Tenant shall have the right to extend the Term of
the Lease (each an "Extension Option") for two (2) consecutive five (5) year periods only ("1st Extension Term and
2nd Extension Term, respectively") upon all of the following conditions:
(a) Tenant shall exercise the applicable Extension Option by written notice to Landlord ("Extension
Notice") which must be received by Landlord no later than 5:00 p.m. on the date nine (9) months
prior to the Expiration Date of the term in question; and
(b) Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant
delivers its Extension Notice or at the time Tenant delivers its Binding Notice (as defined below);
and
(c) Not more than 50% of the Premises is sublet (other than pursuant to a Permitted Transferee, as
defined in § 13.02 of the Lease) at the time that Tenant delivers its Extension Notice or at the time
Tenant delivers its Binding Notice; and
(d) The Lease has not been assigned (other than pursuant to a Permitted Transferee, as defined in § 13.02
of the Lease) prior to the date that Tenant delivers its Extension Notice or prior to the date Tenant
delivers its Binding Notice.
If Tenant fails to property exercise this Extension Option as to the PI Extension Term, then Tenant's
right to exercise this Extension Option as to the 2d Extension Term shall be null and void and of no
further effect.
(e)
3.4.2 Terms Applicable to Premises During Extension Term.
(a) The initial Base Rent rate per rentable square foot for the Premises during the applicable Extension
Term shall be the Market Rent rate (as defined below) per rentable square foot for the Premises.
Base Rent during the Extension Term shall increase, if at all, in accordance with the increases
assumed in the determination of the Market Rent rate. Base Rent attributable to the Premises shall
be payable in monthly installments in accordance with the terms and conditions of the Lease.
(b) Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the applicable
Extension Term in accordance with the Lease, and the manner and method in which Tenant
reimburses Landlord for Tenant's Share of Taxes and Expenses shall otherwise be a factor
considered in the determination of the Market Rent rate for the Premises during the applicable
Extension Term.
(c)
(a)
All other terms of this Lease, except any Landlord's work or allowances for improvements (to the
extent that such allowances were not used to determine Market Rent), if any, shall apply during the
1" and any 2nd Extension Term.
3.4.3 Procedure for Determining Market Rent.
Within thirty (30) days after Landlord's receipt of the Extension Notice, Landlord shall compute the
Market Rent rate (as defined below) and shall notify Tenant in writing of the resulting amount
("Determination Notice").
(b) Tenant, within fifteen (15) days after Tenant's receipt of the Determination Notice, shall either
(i) give Landlord written notice ("Binding Notice") that Tenant accepts the Base and Additional
Rent rate for the Premises for the Extension Term described in the Determination Notice, in which
event the parties shall enter into the Extension Amendment as described below, or (ii) if Tenant
disagrees with Landlord's determination of the applicable Base and Additional Rent rate for the
Premises during the applicable Extension Term, provide Landlord with written notice of rejection
(the "Rejection Notice"). If Tenant fails to provide Landlord with either a Binding Notice or
Rejection Notice within such fifteen (15) day period, this Extension Option shall be null and void
and of no further force and effect.
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(c) If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together in
good faith to agree upon the Market Rent rate for the Premises during the applicable Extension
Term. When Landlord and Tenant have agreed upon the Market Rent rate for the Premises, such
agreement shall be reflected in a written agreement between Landlord and Tenant, whether in a
letter or otherwise (and such shall be deemed a Binding Notice, for purposes herein), and Landlord
and Tenant shall enter into the Extension Amendment in accordance with the terms and conditions
hereof.
(d) If Landlord and Tenant are unable to agree upon Market Rent for the Premises within thirty (30)
days after Landlord's receipt of the Rejection Notice, Tenant, by written notice ("Arbitration
Notice") received by Landlord within five (5) days after the expiration of such thirty (30) day period,
shall have the right to have such Market Rent determined in accordance with the arbitration
procedures described below. If Tenant fails to timely exercise its right to arbitrate, this Extension
Option shall be deemed to be null and void and of no further force and effect.
Arbitration Procedure.
(e)
(f)
(i) If Tenant provides Landlord with an Arbitration Notice, then Landlord and Tenant, within
five (5) days of Landlord's receipt of the Arbitration Notice, shall each select an arbitrator to
determine which of the two Estimates most closely reflects the Market Rent rate for the Premises
during the applicable Extension Term. Each arbitrator so selected shall be an independent,
disinterested real estate broker with at least ten (10) years' continuous experience in the business of
procuring office leases in the Fort Worth, TX market ("Comparable Market") and who shall be
knowledgeable in rental rates and lease transactions in the Building.
(ii) Upon selection, Landlord's and Tenant's arbitrators shall work together in good faith to
agree upon the Market Rent rate for the Premises during the applicable Extension Term. If the two
arbitrators cannot agree upon the Market Rent rate within twenty (20) days after their appointment,
then, within ten (10) days after the expiration of such twenty (20) day period, the two arbitrators
shall select a third arbitrator meeting the aforementioned criteria. Once the third arbitrator has been
selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen.
(14) days, each of the two initial arbitrators shall submit their estimate of the Market Rent rate for
the Premises during the applicable Extension Term to the arbitrator (each an "Estimate"), and such
arbitrator shall make his or her determination of which of the two Estimates most closely reflects
the Market Rent rate and such Estimate shall be binding on both Landlord and Tenant as the Base
and Additional Rent rate for the Premises during the applicable Extension Term, and the parties
shall enter into the Extension Amendment as described below. If the arbitrator believes that expert
advice would materially assist him or her, he or she may retain one or more qualified persons to
provide such expert advice. The parties shall share equally in the costs of the arbitrator and of any
experts retained by the arbitrator. Any fees of any arbitrator, counsel or experts engaged directly
by Landlord or Tenant, however, shall be borne by the party retaining such arbitrator, counsel or
expert.
(iii) If the decision of the arbitrators regarding the Market Rent rate shall not be made prior to
the effective date for Base and Additional Rent during the applicable Extension Term, then Tenant
shall pay Base and Additional Rent at the rate or rates in effect as of the end of the Initial Term or
preceding Extended Term, if applicable, subject to adjustments once the Base and Additional Rent
is determined by the arbitrators. A determination of the Market Rent rate by the arbitrators shall be
binding on the parties and Base and Additional Rents shall be paid in accordance with this Lease.
"Market Rent" for the applicable Extension Term shall mean the market annual Base and
Additional rental rate for the Premises, based on renewing tenancies (for a term comparable to the
time period in question) covering office space of comparable size and quality to the Premises in
comparable buildings in comparable location in the Comparable Market, including the Building,
and the rent for which such renewal tenancy was determined and commenced within twelve (12)
months before the Determination Date, taking into account all pertinent factors including but not
limited to Tenant's credit worthiness, the involvement or non-involvement of a broker, that Tenant
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OFFICE LEASE
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DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
(g)
4. RENT
may not require an improvement allowance, rental abatement or other concessions, if any, typical
to a renewing tenant and assuming Landlord and Tenant to be prudent persons willing to lease but
being under no compulsion to do so. By the above reference to the absence of a compulsion to enter
into a renewal tenancy, Landlord and Tenant do not intend to exclude renewal tenancies arising out
of a tenant's exercise of a fixed option to extend its lease term.
Time is of the essence of this Extension Option. This Extension Option shall be void if Tenant fails
to exercise it precisely according to each and all of the conditions stated above.
4.1 Base Rent. Tenant shall prepay one (1) month's installment of Base Rent by the Execution Date, to
be applied against Base Rent first due under this Lease. During the Term, Tenant shall pay al! other Base Rent in
advance, in equal monthly installments, by the first business day of each month. Base Rent for any partial month will
be prorated.
4.2 Additional Rent. Tenant's obligation to pay Taxes and Expenses under this §4.2 is referred to in
this Lease as "Additional Rent."
(a)
(b)
Taxes. For each full or partial calendar year during the Term after the Base Year (each, a "Com-
parison Year"), Tenant shall pay, in the manner described below, Tenant's Share of the amount
that Taxes for the Comparison Year exceed Taxes for the Base Year ("Excess Taxes"). "Taxes"
mean the total costs incurred by ILnMlord for: (1) real and personal property taxes and assessments
(including ad valorem and special assessments, including any community improvement district as-
sessments) levied on the Project and Landlord's personal property used in connection with the Pro-
ject; (2) taxes on rents or other income derived from the Building that are in lieu of, in addition to,
or in partial substitution of, ad valorem taxes and assessments (exclusive in all instances of Land-
lord's state, federal and local income taxes, franchise, or so called "margin" taxes, and also exclud-
ing any "Other Taxes" paid by Tenant pursuant to Section 4.3 below, to the end that there shall be
no duplication of charges between this Section 4.2 and Section 4.3 below; (3) capital and place -of -
business taxes; (4) taxes, assessments or fees in lieu of the taxes described in (1-3); and (5) the
reasonable costs incurred to reduce the taxes described in (1-4). Taxes exclude net income taxes and
taxes paid under §4.3. Tenant acknowledges that Taxes may increase during the Term and that if
the Project is currently subject to a Taxes abatement program and such program ceases to benefit
the Project during the Term, Taxes will increase. If Landlord incurs Taxes for the Project together
with one or more other adjacent buildings or properties, such shared Taxes shall be equitably pro-
rated and apportioned to the various buildings.
Expenses. For each Comparison Year, Tenant shall pay, in the manner described below, Tenant's
Share of the amount that Expenses for the Comparison Year exceed Expenses for the Base Year
("Excess Expenses"). "Expenses" mean the total costs incurred by Landlord to operate, manage,
administer, equip, secure, protect, repair, replace, refurbish, clean, maintain, decorate and inspect
the Project, including a fee to manage the Project of five percent (5%) of the gross revenue of the
Project. Expenses that vary with occupancy will be calculated as if the Building is 95% occupied
and operating and all such services are provided to all tenants, provided however that if the Building
is more than 95% occupied, such calculation shall be based on the actual occupancy of the Building.
(1) Expenses include:
(A) Standard Services provided under §6.1;
(B) Repairs and maintenance performed under §7.2;
(C) Insurance maintained under §9.2 (including deductibles paid), including any
amounts that would be charged as premiums if Landlord self -insures any of the
insurance risks;
(D) Wages, salaries and benefits of personnel to the extent they reader services to the
Project;
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DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
(E) Costs of operating the Project management office, the and the Project Fitness
Center, including reasonable rent for each, provided that the expenses for the
Project Fitness Center are subject to Landlord's approved limitation;
(F) Amortization installments of casts required to be capitalized and incurred utilizing
generally accepted accounting principles, consistently applied:
(i)
To comply with insurance requirements or Laws ("Mandated
Expenses");
(ii) That are reasonably calculated to reduce other Expenses or the rate of
increase in other Expenses ("Cost -Saving Expenses"); or
(iii) That are reasonably calculated to improve or maintain the safety, health
or access of Project occupants, and otherwise maintain the quality,
appearance, or integrity of the Project ("Quality Expenses").
(G) Costs of operating the Parking Facilities.
(2) Expenses exclude:
(A) Taxes (as defined in §4.2(a) above);
(B) Mortgage payments (principal and interest), and ground lease rent;
(C) Commissions, advertising costs, attorney's fees and costs of improvements in
connection with leasing space in the Building;
(D) Costs reimbursed by insurance proceeds or tenants of the Building (other than as
Additional Rent);
(E) Depreciation;
(F) Except for the costs identified in §4.2(b)(I)(F), costs required to be capitalized
according to generally accepted accounting principles, consistently applied;
(G) Collection costs and legal fees paid in disputes with tenants; and
(H) Costs to maintain and operate the entity that is Landlord (as opposed to operation
and maintenance of the Project).
(I) In the Base Year only, installments of costs amortized under subsection (c) of this
§4.2.
(J) Costs to comply with Laws which were in effect as of the date of this Lease.
(K) Expenses for repairs or maintenance related to the Project which have been
reimbursed to Landlord pursuant to warranties or service contracts.
(L) Any bad debt loss, rent loss, or reserves for bad debts or rent loss.
(M) Costs associated with the operation of the business of the partnership or entity
which constitutes the Landlord, as the same are distinguished from the costs of
operation of the Project (which shall specifically include, but not be limited to,
accounting costs associated with the operation of the Project). Costs associated
with the operation of the business of the partnership or entity which constitutes
the Landlord include costs of partnership accounting and legal matters, costs of
defending any lawsuits with any mortgagee (except as the actions of the Tenant
may be in issue), costs of selling, syndicating, financing, mortgaging or
hypothecating any of the Landlord's interest in the Property, and costs incurred in
connection with any disputes between Landlord and its employees, between
Landlord and Property management, or between Landlord and other tenants or
occupants.
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OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
(N)
(0)
Overhead and profit increment paid to the Landlord or to subsidiaries or affiliates
of the Landlord for services in the Project to the extent the same exceeds the costs
of such services rendered by qualified, first-class unaffiliated third parties on a
competitive basis (excepting management fees if management of the Building is
provided by an affiliate of Landlord or any partner, shareholder or member of
Landlord).
Any compensation paid to clerks, attendants or other persons in commercial
concessions operated by the Landlord (which shall specifically exclude the
parking facilities), provided that any compensation paid to any concierge at the
Property shall be includable as an Expense.
(P) Rentals and other related expenses incurred in leasing air conditioning systems,
elevators or other equipment which if purchased the cost of which would be
excluded from Expenses as a capital cost, except equipment not affixed to the
Project which is used in providing janitorial or similar services and, further
excepting from this exclusion such equipment rented or leased to remedy or
ameliorate an emergency condition in the Property.
(Q) Any costs expressly excluded from Expenses elsewhere in this Lease.
(R) Rent for any office space occupied by Building or Project management personnel
to the extent the size or rental rate of such office space exceeds the size or fair
market rental value of office space occupied by management personnel of the
comparable buildings in the vicinity of the Building, with adjustment where
appropriate for the size of the applicable project.
(S) Costs in connection with the cleanup or removal of Hazardous Materials not
caused by Tenant.
(c) Amortization and Accounting Principles.
(1) Each item of Mandated Expenses and Quality Expenses will be fully amortized in equal
annual installments, with interest on the principal balance at the Amortization Rate, over
the number of years of its estimated useful life utilizing generally accepted accounting
principles, consistently applied.
(2) Each item of Cost -Saving Expenses will be fully amortized in equal annual installments,
with interest on the principal balance at the Amortization Rate, over the number of years
that Landlord reasonably estimates for the present value of the projected savings in
Expenses (discounted at the Amortization Rate) to equal the cost.
(3) Any item of Expenses of significant cost that is not required to be capitalized but is
unexpected or does not typically recur may, in Landlord's reasonable discretion, be
amortized in equal annual installments, with interest on the principal balance at the
Amortization Rate, over a number of years determined by Landlord.
(4) "Amortization Rate" means seven percent (7%).
(5) Landlord will otherwise use generally accepted accounting principles, consistently applied,
to determine Additional Rent, including without limitation, reducing or excluding from the
Base Year those Expenses resulting from (A) any unusual or one time costs or cost
increases, including any market wide energy cost spikes, increases, surcharges or taxes,
irregular snow falls or other costs or cost increases due to weather and/or Force Majeure,
and (B) the amortization of capital expenditures otherwise permitted under this Lease to be
included in Expenses, provided that the amortization of capital expenditures shall only be
included in subsequent years to the extent allowed under this Lease.
(6) If Expenses and/or Taxes in any calendar year decrease below the amount of Expenses
and/or Taxes for the Base Year, Tenant's Excess Expenses and/or Tenant's Excess Taxes,
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DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
as the case may be, for that calendar year shall be $0.00, and shall in no event be less than
zero dollars or entitle Tenant to any refund.
(d) Estimates. Landlord will reasonably estimate Additional Rent for each calendar year that Additional
Rent may be payable. Tenant will pay the estimated Additional Rent in advance, in equal monthly
installments, by the first day of each month. Landlord may reasonably revise its estimate during a
calendar year and Tenant will pay the monthly installments based on the revised estimate,
commencing thirty (30) days following the date of such revision. The aggregate estimates of
Additional Rent payable by Tenant in a calendar year is the "Estimated Additional Rent."
(e) Settlement. As soon as practical after the end of each calendar year that Additional Rent is payable,
Landlord will give Tenant a statement of the actual Additional Rent for the calendar year. The
statement of Additional Rent is conclusive, binds Tenant, and Tenant waives all rights to contest the
statement, except for items of Additional Rent to which Tenant objects by notice to Landlord given
within ninety (90) days after receipt of Landlord's statement; however, Tenant's objection will not
relieve Tenant from its obligation to pay Additional Rent pending resolution of any objection. If the
Additional Rent exceeds the Estimated Additional Rent for the calendar year, Tenant shall pay the
difference to Landlord in a lump sum as Rent within thirty (30) days after receipt of Landlord's
statement of Additional Rent. If the Estimated Additional Rent paid by Tenant exceeds the
Additional Rent for the calendar year, then Landlord shall credit the overpayment against Rent next
due. However, if the Term ends during a calendar year, Landlord's and Tenant's obligations under
this §4.2(e) survive the end of the Term.
(t) Audit. Tenant shall have the right to audit, at Tenant's expense, Additional Rent provided such audit
is conducted by a certified public accountant or other person experienced in auditing operating
expenses in office buildings on a non -contingency fee basis pursuant to the following terms and
conditions: (a) Tenant shall not conduct an audit if Tenant is in monetary default or material non -
monetary default of its obligations under this Lease beyond the expiration of any applicable notice
and cure period; (b) such audit must be commenced within one (1) year after Landlord submits to
Tenant the settlement statement described in Section 4.2(e) above and once commenced, such audit
shall he completed in a diligent and expeditious manner; (c) Tenant shall supply Landlord with a
copy of the result of the audit within fifteen (15) days after Tenant's receipt of the same; (d) no audit
shall be conducted if Tenant has previously conducted an audit for the same period of time; (e) such
audit shall be conducted during normal business hours, at a mutually agreed upon time, at Landlord's
business address or at such other location within the city of Fort Worth, Texas as Landlord and
Tenant may mutually agree, or at Tenant's request, Landlord shall provide Tenant with copies of all
applicable books and records; (f) any information obtained by Tenant as a result of such audit shall
be held in strict confidence by Tenant and shall not be disseminated further except to Tenant's
accountants, attorneys and lenders, or in connection with the enforcement by Tenant of its rights
under this Lease or as otherwise required by law; and (g) if it is determined pursuant to such audit
(or any additional audit procedure hereinafter described) that there has been an overpayment or
underpayment of Additional Rent, the parties shall promptly make such reconciliation payments
and/or refunds as are appropriate. In addition, if it is determined pursuant to such audit (or any
additional audit procedure hereinafter described) that Landlord has overstated Additional Rent by
more than five percent (5%), and if Landlord does not contest the results of such audit, then Landlord
shall pay to Tenant the reasonable costs and expenses incurred by Tenant in connection with such
audit. Landlord may elect to dispute Tenant's audit by giving written notice to Tenant within thirty
(30) days of Landlord's election. Upon giving notice of Landlord's dispute of Tenant's audit,
Landlord will retain a certified public accountant or other person experienced in auditing operating
expenses in office buildings to audit the expenses, and upon completion of said audit, Landlord's
and Tenant's respective auditors will meet to reconcile all material differences in the audit. If
Landlord's and Tenant's respective auditors are unable to agree, they shall jointly select a third
auditor, whose determination shall be final and binding upon the parties. Failure by Tenant to
exercise an audit right or Landlord to dispute any Tenant audit within the specified time period or
the failure of either party to otherwise fail to contest or dispute the allocation of Additional Rent as
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OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
(g)
provided above, is deemed a waiver of the applicable audit or dispute right and any right to contest
the Additional Rent charges (undercharges or overcharges) for the applicable Lease year and,
accordingly, is deemed acceptance of the Additional Rent charges as submitted to and reviewed by
Tenant.
Expense Cap. During the initial Term of the Lease and any Extension Term, for the purpose of
determining Additional Rent, Expenses (exclusive of the Non -Capped Expenses, as hereinafter
defined) for any Comparison Year shall not be increased over the amount of Expenses (exclusive of
Non -Capped Expenses) during the prior year by more than five percent (5%) on a non -cumulative
basis. It is understood and agreed that there shall be no cap on "Non -Capped Expenses," which are
hereby defined to mean all Expenses except Taxes, insurance, utilities, snow removal expenses,
insurance premiums, security costs to respond to, unanticipated occurrences, costs governed by
collective bargaining, or costs incurred due to changes in requirements of Law or insurance carriers
after the date of this Lease. At no time shall there be any cap on Taxes.
4.3 Other Taxes. Upon demand, Tenant will reimburse Landlord for taxes paid by Landlord on (a)
Tenant's Personal Property, (b) Rent (exclusive in all instances of Landlord's state, federal and local income taxes,
franchise, or so called "margin" taxes, see section 4.2(a)), (c) Tenant's occupancy of the Premises, or (d) this Lease.
If Tenant cannot lawfully reimburse Landlord for these taxes, then the Base Rent will be increased to yield to Landlord
the same amount after these taxes were imposed as Landlord would have received before these taxes were imposed.
4.4 Terms of Payment "Rent" means all amounts payable by or on behalf of Tenant under this Lease
and the exhibits, including Base Rent and Additional Rent. Rent will be paid to Landlord without notice or demand
and without right o f deduction, abatement or setoff, except as otherwise expressly provided in this Lease. If a time for
payment of an item of Rent is not specified in this Lease, then Tenant will pay Rent within thirty (30) days after receipt
of Landlord's statement or invoice. Unless otherwise provided in this Lease, Tenant shall pay Rent without notice,
demand, deduction, abatement or setoff, in lawful U.S. currency, at Landlord's Billing Address or to such other person
or at such other place as Landlord may from time to time designate in writing. Landlord will send statements payable
by Tenant to Tenant's Billing Address; however, neither Landlord's failure to send a statement nor Tenant's failure
to receive a statement for Base Rent (and installments of Estimated Additional Rent) will relieve Tenant of its
obligation to timely pay Base Rent (and installments of Estimated Additional Rent). Each partial payment by Tenant
shall be deemed a payment on account. No endorsement or statement on any check or any accompanying letter shall
constitute an accord and satisfaction, affect Landlord's right to collect the full amount due, or require Landlord to
apply any payment to other than Rent earliest due. No payment by Tenant to Landlord will be deemed to extend the
Term or render any notice, pending suit or judgment ineffective. By notice to the other, each party may change its
Billing Address. Any payment made by or on behalf of Tenant to a lockbox maintained by Landlord for receipt of
payment of Rent shall not be deemed to have been accepted by Landlord provided such payment is returned to Tenant
within ten (10) days after Landlord receives notice that the payment has been received into the lockbox.
4.5 Late Payment. If Landlord does not receive all or part of any item of Rent within five (5) business
days of due date, then Tenant shall pay to Landlord a "Late Charge" of five percent (5%) of the overdue amount.
Tenant agrees that the Late Charge is not a penalty, and Landlord agrees that the Late Charge with respect to the first
late payment of Rent in a calendar year shall be waived. Landlord's acceptance of payment of a Late Charge does not
waive Tenant's default. In addition, all amounts payable under this Lease by Tenant to Landlord, if not paid in full
within thirty (30) days of its due date, will bear interest at the lesser of the highest interest rate permitted by law or 10
percent (10%).
5. USE & OCCUPANCY
5.1 Use. Tenant shall use and occupy the Premises only for the Use. Landlord does not represent or
warrant that the Project is suitable for the conduct of Tenant's particular business.
5.2 Compliance with Laws and Directives.
(a) Tenant's Compliance. Subject to the terms of this Lease, Tenant shall comply, at Tenant's expense,
with all directives of Landlord's insurers and with any and all present or future federal, State or local
laws, statutes, ordinances, rules, regulations or orders of any and all governmental or quasi -
governmental authorities having jurisdiction ("Laws") concerning:
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(1) The Leasehold Improvements and Alterations,
(2) Tenant's use or occupancy of the Premises,
(3) Tenant's employer/employee obligations,
(4) A condition created by Tenant, or its Affiliates, contractors, or invitees,
(5) Tenant's failure to comply with this Lease,
(6) The negligence of Tenant or its Affiliates or contractors, and
(7)
Any chemical wastes, contaminants, pollutants or substances that are hazardous, toxic,
infectious, flammable or dangerous, or regulated by any local, state or federal statute, rule,
regulation or ordinance for the protection of health or the environment ("Hazardous
Materials") that are introduced to the Project and handled or disposed by Tenant or its
Affiliates, or any of their contractors,
(b) LandIord's Compliance. The cost of Landlord's compliance with all directives of Landlord's
insurers, governing authorities or Laws concerning the Project, other than those that are Tenant's
obligation under subsection (a), will be included in Expenses to the extent allowed under §4.2.
5.3 Occupancy. Tenant shall not interfere with Building services or other tenants' rights to quietly enjoy
their respective premises or the Common Areas. Tenant shall not make or continue a nuisance, including any
objectionable odor, noise, fire hazard, vibration, or wireless or electromagnetic transmission. Tenant will not maintain
any Leasehold Improvements or use the Premises in a way that increases the cost of insurance required under §9.2, or
requires insurance in addition to the coverage required under §9.2. Except as may be expressly permitted by Landlord
in writing, Tenant will not store, use, release, produce, process or dispose in, on or about, or transport to or from, the
Premises or Building any Hazardous Materials.
6. SERVICES & UTILITIES
6.1 Standard Services.
(a) Standard Services Defined. "Standard Services" mean:
(1) Heating, ventilation and air-conditioning ("HVAC") during Business Hours as reasonably
required to comfortably use and occupy the Premises and interior Common Areas (not
including any supplemental HVAC systems that exclusively service the Premises);
(2) Water from the public utility for use in Common Areas rest rooms;
(3) Janitorial services to the Premises and interior Common Areas consistent with a first-class
building as determined by Landlord, on business days, exclusive of Holidays;
(4) Access to the Premises (by at least one [1] passenger elevator if not on the ground floor);
(5) Labor to replace fluorescent tubes and ballasts in Building Standard light fixtures in the
Premises; and
Electricity from Landlord's selected provider(s) for Common Areas lighting, and Building
Standard HVAC for the Premises and the Common Areas.
(6)
(b) Standard Services Provided. During the Term, Landlord will provide Standard Services to Tenant,
except as provided in this Article 6. The cost of Standard Services will be included in Expenses.
Landlord will not be responsible for any inability to provide Standard Services due to either: the
concentration of personnel or equipment in the Premises; or Tenant's use of equipment in the
Premises that is not customary office equipment, has special cooling requirements, or generates
excessive heat.
6.2 Additional Services. Unless Tenant obtains Landlord's prior written consent which shall not be
unreasonably withheld conditioned or delayed, Tenant will not use utilities or services in excess of the Standard
Services. If Landlord so consents, Landlord may provide utilities and services in excess of the Standard Services
subject to the following:
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(a) After Hours HVAC. If Tenant requests HVAC service to the Premises during non -Business Hours,
Tenant will pay as Rent Landlord's scheduled rate for this service.
Lighting. Landlord will furnish both Building Standard and non -Building Standard lamps, bulbs,
ballasts and starters that are part of the Leasehold Improvements for purchase by Tenant at
Landlord's cost, plus Landlord's standard administration fee. Landlord will install non -Building
Standard items at Landlord's scheduled rate for this service.
(b)
Other Utilities and Services. Tenant will pay as Rent the actual cost of utilities or services either
used by Tenant or provided at Tenant's request that are in excess of that provided as part of the
Standard Services, plus Landlord's standard administration fee. Such services will include the cost
of the water, electricity and/or other utilities used in the operation of any supplemental HVAC
systems that exclusively service the Premises. Tenant's excess consumption may be estimated by
Landlord unless either Landlord requires or Tenant elects to install Building Standard meters to
measure Tenant's consumption.
(d) Additional Systems and Metering. At any time during the Term, Landlord may require Tenant, at
Tenant's expense, to upgrade or modify existing Mechanical Systems serving the Premises or the
Leasehold Improvements to the extent necessary to meet Tenant's excess requirements (including
installation of Building Standard meters to measure the same).
6.3 Electrical Service to Premises. Landlord shall provide electrical service to the Premises for
lighting, convenience outlets and any supplemental HVAC system exclusively serving the Premises, and Tenant shall
pay Landlord, as Additional Rent, the cost of its estimated pro-rata share of such electrical usage for the Premises
without markup or profit estimated at $ 1.35/SF (exclusive of Building Standard HVAC for the Premises). The
connected Toad in the Premises will not at any time exceed 0.058 watts per RSF of the Premises (Exclusive of Building
Standard HVAC for the Premises) ("Maximum Connected Load"), nor will Landlord be required to provide
electricity to the Premises during any one calendar month in an amount that exceeds the Maximum Connected Load
multiplied by the number of Business Hours during said month. Landlord may elect, at any time during the Term, and
continuing for the remainder of the Term, to separately meter Tenant's total consumption of electricity in the Premises,
including lighting and convenience outlets. If Landlord so elects, then Landlord shall notify Tenant of such election,
and Tenant shall pay to Landlord as Rent the actual cost of Tenant's electricity consumption.
6.4 Telecommunication Services. Tenant will contract directly with third party providers and will be
solely responsible for paying for all telephone, data transmission, video, cable television and other telecommunication
services ("Telecommunication Services") subject to the following:
(c)
(a)
Providers. Each Telecommunication Services provider that does not already provide service to the
Building shall be subject to Landlord's approval, which Landlord may withhold in Landlord's sole
discretion. Without liability to Tenant, the license of any Telecommunication Services provider
servicing the Building may be terminated under the terms of the license, or not renewed upon the
expiration of the license.
(b) Tenant's Wiring Landlord may, in its sole discretion, designate the location of all wires, cables,
fibers, equipment, and connections ("Tenant's Wiring") for Tenant's Telecommunication Services,
as well as restrict and control access to telephone cabinets and rooms. Tenant may not use or access
the Base Building, Common Areas or roof for Tenant's Wiring without Landlord's prior written
consent, which Landlord may withhold in Landlord's sole discretion, or for which Landlord may
charge a fee reasonably determined by Landlord.
No Beneficiaries. This §6.4 is solely for Tenant's benefit, and no one else shall be considered a
beneficiary of these provisions.
6.5 Special Circumstances. Without breaching this Lease or creating any liability on the part of
Landlord, Landlord may interrupt, limit or discontinue any utility or services Landlord provides under this Article 6
or which are obtained by Tenant under this Article 6 under any of the following circumstances: (a) in an emergency;
(b) to comply with Laws or to conform to voluntary government or industry guidelines; (c) to repair and maintain the
Project under §7.2; or (d) to modify, renovate or improve the Project under §8,2. Landlord shall not be liable in any
manner for any interruption in services to be provided by Landlord or obtained by Tenant under this Article 6, unless
(c)
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such interruptions continue for a period of more than three (3) business days and were not otherwise caused by Tenant,
and in such case, Rent shall abate thereafter until such services are restored.
7. REPAIRS
7.1 Tenant's Repairs. Except as provided in Articles 10 and 12, during the Term, Tenant hereby as-
sumes full responsibility for the condition of the Premises and shall, at Tenant's cost, repair, maintain and replace, if
necessary, the Leasehold Improvements and keep the Premises in good order, condition and repair, ordinary wear and
tear excepted. In addition, except with respect to services provided by Landlord, Tenant shall be responsible for all
repairs, replacements and alterations in and to the Premises necessitated by (a) Tenant's use or occupancy of the
Premises, (b) the installation, removal, use or operation of Tenant's Property or Leasehold Improvements, (c) the
moving of Tenant's Property into or out of the Building, or (d) the act, omission, misuse or negligence of Tenant, its
Affiliates, contractors or invitees. Tenant's work under this § 7.1 must be (i) approved by Landlord before commence-
ment which shall not be unreasonably withheld, conditioned or delayed, (ii) supervised by Landlord at Tenant's ex-
pense, if Landlord reasonably so requires, and (iii) performed in compliance with Law and in a first-class manner with
materials of at least Building Standard. All repairs will be performed by qualified contractors that meet Landlord's
insurance requirements, provide Landlord with the appropriate certificate(s) of insurance prior to the start of work and
are otherwise approved by Landlord. If Tenant fails to perform any of its obligations under this §7.1 after written
notice and a reasonable amount of time to perform such obligations, then Landlord may perform such obligations and
Tenant will pay, as Rent to Landlord, the cost of such performance, including an amount reasonably sufficient to
reimburse Landlord for overhead and supervision, within ten (10) days after the date of Landlord's invoice. For the
purpose of performing such obligations, or to inspect the Premises, Landlord may enter the Premises upon not less
than ten (10) days' prior written notice to Tenant (except in cases of actual or suspected emergency, in which case no
prior notice will be required) without liability to Tenant for any loss or damage incurred as a result of such entry,
provided that Landlord will take reasonable steps in connection with such entry to minimize any disruption to Tenant's
business or its use of the Premises. Tenant will notify Landlord promptly after Tenant learns of (x) any fire or other
casualty in the Premises, (y) any damage to or defect in the Premises, including the fixtures and equipment in the
Premises, for the repair of which Landlord might be responsible, or (z) any damage to or defect in any parts of appur-
tenances of the Building's sanitary, electrical heating, air conditioning, elevator or other systems located in or passing
through the Premises.
7.2 Landlord's Repairs. Except as provided in Articles 10 and 12 and except to the extent such
obligations are expressly imposed upon Tenant hereunder, during the Term Landlord shall repair, maintain and
replace, if necessary, the Base Building and Common Areas, and shall otherwise keep the Project in good working
order and condition according to the standards prevailing for similar class office buildings in the Fort Worth area in
which the Building is located. Except in an emergency, Landlord will use commercially reasonable efforts to avoid
disrupting Tenant's permitted Use of the Premises in performing Landlord's duties under this §7.2, but shall not be
required to employ premium labor. Tenant may not repair or maintain the Project on Landlord's behalf or offset any
Rent for any repair or maintenance of the Project that is undertaken by Tenant, unless Landlord Defaults on its repair
obligations, and such Default materially and adversely affects Tenant's ability to use the Premises after written notice
from Tenant and a reasonable amount of time for such performance has passed, and in such event, Tenant shall have
the right, but not the obligation, to perform such obligations and to offset the cost incurred thereby against Tenant's
obligations of Rent next corning due hereunder ,
8. ALTERATIONS
81 Alterations by Tenant. "Alterations" mean any modification, addition or improvement to the
Premises or Leasehold Improvements made by Tenant during the Term, including any modification to the Base
Building or Common Areas required by law or governing authority as a condition of performing the work. Alterations
do not include work performed under the Work Letter attached hereto as Exhibit B. All Alterations, whether temporary
or permanent in character, made or paid for by Landlord or Tenant will, without compensation to Tenant, become
Landlord's property upon the expiration or earlier termination of the Lease, unless otherwise agreed in writing by
Landlord and Tenant. Alterations are made at Tenant's sole cost and expense, subject to the following:
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(a)
Consent Required. All Alterations require Landlord's prior written consent. If a Design Problem
exists, Landlord may withhold its consent in Landlord's sole discretion; otherwise, Landlord will
not unreasonably withhold, condition or delay its consent. Unless Tenant obtains Landlord's prior
written consent to the Alterations becoming part of the Premises to be tendered to Landlord on
termination of this Lease, Landlord may require Tenant to remove Alterations and restore the
Premises under §3.3 upon termination of this Lease so long as Landlord notified Tenant of the same
in writing at the time of Landlord's approval thereof and Tenant agreed to such removal.
(b) Design Problem Defined. "Design Problem" means a condition that results, or will result, from
work proposed, being performed or that has been completed that either:
(1) Does not comply with Laws;
(2) Does not meet or exceed the Building Standard;
(3) Exceeds the capacity of, adversely affects, is incompatible with, or impairs Landlord's
ability to maintain, operate, alter, modify or improve the Base Building;
(4) Affects the exterior appearance of the Building or Common Areas;
(5) Violates any agreement affecting the Project;
(6) Is a Required Removable (as defined below);
(7) Violates any insurance regulations or standards for a fire -resistive office building; or
(8) Locates any equipment, Tenant's Wiring or Tenant's Personal Property on the roof of the
Building (except as specifically agreed to by Landlord), in Common Areas or in
telecommunication or electrical closets.
(c)
A "Required Removable" is any item of Leasehold Improvements or .Alterations that, in
Landlord's reasonable judgment, is of a nature that would require removal and repair costs that are
materially in excess of the removal and repair costs associated with standard office improvements.
Required Removables shall include, without limitation, Tenant's Wiring, internal stairways, raised
floors, personal baths and showers, vaults, rolling file systems and structural alterations and
modifications. Except as specifically agreed to in writing by Landlord in its sole discretion, the
Required Removables shall be removed by Tenant before the Expiration Date so long as Landlord
notified Tenant of the same in writing at the time of, and commensurate with, Landlord's approval
thereof. Tenant shall repair damage caused by the installation or removal of Required Removables.
If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at
Tenant's reasonable expense. Tenant, at the time it requests approval for a proposed Alteration or
Leasehold Improvements (including any Tenant Improvements or Landlord's Work), may request in
writing that Landlord advise Tenant whether such Alteration or Leasehold Improvement, or any
portion thereof, is a Required Removable, Within ten (10) days after receipt of Tenant's request,
Landlord shall advise Tenant in writing as to which portions of the Alterations or other improvements
are Required Removables.
(d) Performance of Alterations. Alterations shall be performed by Tenant in a good and workman -like
manner according to plans and specifications approved by Landlord. All Alterations shall comply
with law and insurance requirements. Landlord's designated contractors must perform Alterations
affecting the Base Building or Mechanical Systems and all other work will be performed by
qualified contractors that meet Landlord's insurance requirements, provide Landlord with the
appropriate certificate(s) of insurance prior to the start of work and are otherwise approved by
Landlord such approval not to be unreasonably withheld, conditioned or delayed. Promptly after
completing Alterations, Tenant will deliver to Landlord "as -built" CAI] plans, proof of payment, a
copy of all recorded documents required in §8.3 inchiding the recorded notice of completion, and
unconditional lien releases from all contractors, subcontractors and materialmen that have
constructed or provided materials for all or any part of the Alterations. If the performance of any
Alteration by Tenant interferes with the harmonious labor relations in existence in the Building, all
such work shall be halted immediatelyby Tenant until such time as construction canproceed without
any such interference.
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(c) Bondina. If reasonably requested by Landlord, before commencing Alterations Tena t shall at
Tenant's cost obtain bonds, or deposit with Landlord other security acceptable to Landlord for the
payment and completion of the Alterations. These bonds or other security shall be in form and
amount acceptable to Landlord.
(t) Alterations Costs. Tenant shall reimburse Landlord for the actual cost that Landlord reasonably
incurs to have engineers, architects or other professional consultants review Tenant's plans and work
in progress, or inspect the completed Alterations.
Notwithstanding anything to the contrary in this Article 8, Tenant may make nonstructural, cosmetic
and decorative Alterations (e.g., paint, carpet, floor covering) to the interior of the Premises without
Landlord's prior written consent on the condition that the Alterations (i) do not exceed Fifty
Thousand and 00/100 Dollars ($50,000.00) per year, (ii) are at least equivalent to Building
Standards, and (iii) are made in accordance with all other applicable provisions of this Lease.
8.2 Alterations by Landlord. Landlord may modify, renovate or improve the Project as Landlord
deems appropriate, provided Landlord uses commercially reasonable efforts to avoid disrupting Tenant's permitted
Use of the Premises,
(g)
8.3 Liens and Disputes. Tenant will keep title to the Land and Building, as well as Tenant's leasehold
interest in the Premises, free of any liens concerning the Leasehold Improvements, Alterations, or Tenant's Personal
Property, and will promptly take whatever action is required to have any of these liens released and removed of record
(including, as necessary, posting a bond or other deposit). To the extent legally permitted, each contact and
subcontract for Alterations will provide that no lien attaches to or may be claimed against the Project. Tenant will
indemnify Landlord for costs and expenses that Landlord reasonably incurs because of Tenant's violation of this §8.3.
9. INSURANCE
9.1 Tenant's Insurance.
(a) Tenant's Coverage. Before taking possession of the Premises for any purpose (including
construction of Tenant Improvements, if any) and during the Term, Tenant will provide and keep in
force the following coverage:
(1)
Commercial general liability insurance insuring Tenant's use and occupancy of the
Premises and use of the Common Areas, and covering personal and bodily injury, death,
and damage to others' property of not less than the Liability Limit. Each of these policies
shall include cross liability and severability of interests clauses, and be written on an
occurrence, and not claims -made, basis. Each of these policies shall name Landlord, the
Building property manager, each secured lender, and any other party reasonably designated
by Landlord as an additionaaI insured ("Additional Insured"). The commercial general
liability insurance carried by Landlord or other Additional Insured pursuant to the terms of
this Lease shall be non-contributing and Tenant's commercial general liability insurance
shall be primary to any such insurance carried by 1' andlord or other Additional Insured.
Tenant's commercial general liability insurance may be provided by a combination of a
primary and an umbrella or excess liability policy, provided that such excess policy shall
be on a "following form" including a "drop down" feature in case the limits of the primary
policy are exhausted and the primary policy shall not be less than $ 1 million for any one
accident or occurrence;
(2) Property damage insurance on a special form basis covering all risks (including standard
extended coverage endorsement perils, leakage from fire protective devices and other water
damage) covering the full replacement cost of the new Tenant Improvements provided for
in Exhibit B hereof (but excluding those Leasehold Improvements that are pre-existing at
the Premises) and any subsequent Alterations, and Tenant's Personal Property in amounts
sufficient to prevent Tenant from becoming a co-insurer and subject only to such
deductibles and exclusions as Landlord may reasonably approve. Each of these policies
shall name Landlord as a loss payee to the extent of their interest in the Leasehold
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Improvements. Each of these policies shall include a provision or endorsement in which
the insurer waives its right of subrogation against Landlord and each Additional Insured;
Insurance covering the perils described in (2) for Tenant's loss of income or insurable gross
profits with a limit not less than Tenant's annual Rent;
(4) If any boiler or machinery (including without limitation any supplemental HVAC
equipment) is operated solely to provide service to the Premises, boiler and machinery
insurance, with a limit of at least the Liability Limit;
(5) Insurance required by law, including workers' compensation insurance;
(6) Employers liability insurance with limits not less than Slmiliion/cach accident;
$1 million/disease - each employee; $ I million/disease — aggregate;
If applicable, Commercial automobile liability insurance covering all owned, hired, and
non -owned vehicles with a combined single limit of not less than $lmiilion for each
accident or person.; and
Insurance covering the new Tenant Improvements pursuant to Exhibit B hereof and
Tenant's Personal Property against loss or damage due to difference in conditions perils.
Tenant may elect to self -insure this coverage. If Tenant does not elect to self -insure this
coverage, then each of these policies shall name Landlord and each Additional Insured a
loss payee to the extent of their interest in the Leasehold Improvements.
(b) Insurers and Terms. Each policy required under (a) shall be written with insurance companies
licensed to do business in the state in which the Building is located having a rating of not less than
A+ and a Financial Size Class ("FSC") of at least VIII by A. M. Best Company, and be on terms
that are acceptable to Landlord.
Proof of Insurance. Tenant shall provide Landlord with certificates of insurance (including all
additional insured and loss payee endorsements) or other reasonable proof as required by Landlord
that the coverage required under (a) is in effect. Tenant shall endeavor to require that the certificate
of insurance shall state that the insurance carrier will give Landlord and all other persons and entities
named as certificate holders at least thirty (30) days prior notice of any cancellation or modification
of the policies. In addition, Tenant will provide Landlord with certificates of insurance (including
all additional insured and loss payee endorsements) or other reasonable proof of renewal or
replacement and will use commercially reasonable efforts to provide the same to Landlord at least
thirty (30) days prior to any policy expiration. If Tenant fails to insure or pay premiums, or to file
satisfactory proof as required above, Landlord may, upon a minimum of twenty four (24) hours'
notice, effect such insurance and recover from Tenant on demand any premiums paid. Failure of
Tenant to provide any insurance required by this Lease shall not be construed as a waiver of liability
or any limit of damages, the parties expressly agreeing that the requirement to carry insurance shall
not be deemed to be an acknowledgment or agreement that said insurance is adequate to cover the
damages so insured.
Mutual Waiver of Claims and Rights of Subrogation. Tenant hereby releases and relieves Landlord
and all other Additional Insureds and waives its entire right of recovery against Landlord and all
other Additional Insureds, for any and all loss of or damage to any property, including, but not
limited to, any and all Leasehold Improvements, any and all Tenant's Personal Property, and any
and all loss of business income, arising out of or incident to perils insured against or that could have
been insured against by a Special Causes of Loss form policy of property insurance that also
provides loss of business income coverage, or by any other policy of insurance insuring property
loss or damage that Tenant is required to maintain under this Lease, even if this loss or damage is
due to the negligence of Landlord or any of the other Additional Insureds. In turn, Landlord hereby
releases and relieves Tenant and waives its entire right of recovery against Tenant for any and all
loss of or damage to any property, including, without limitation, the Building, arising out of or
incident to perils insured against or that could have been insured against by a Special Causes of Loss
form policy of property insurance, or by any other policy of insurance insuring property loss or
damage that Landlord is required to maintain under this Lease, even if this loss or damage is due to
(3)
(7)
(8)
(c)
(d)
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the negligence of Tenant or any of the other Additional Insureds. This waiver will include a waiver
by Tenant of all rights of subrogation that its property insurers have or may have against Landlord
or any of the other Additional Insureds and a waiver by Landlord of all rights of subrogation that its
property insurers have or may have against Tenant. Tenant shall, upon obtaining the policies of
insurance covering loss of or damage to the Leasehold Improvements or Tenant's Personal Property,
or covering Tenant's loss of business income, give notice to its insurance carrier or carriers that the
foregoing waiver of claims and subrogation is contained in this Lease, or if the insurance policy
does not permit a party to waive the insurer's rights of subrogation, then the policy shall contain an
endorsement in which the insurer waives all of its rights of subrogation against Landlord and all
other Additional Insureds
9.2 Landlord's Insurance. Landlord shall maintain fire and other casualty property insurance on the
Building and the pre-existing Leasehold Improvements (but excluding the new Tenant Improvements pursuant to
Exhibit B hereof) at replacement cost value as reasonably estimated by Landlord, together with such other insurance
coverage as Landlord, in its reasonable judgment, may elect to maintain. Landlord shall, upon obtaining the policies
of insurance covering loss of or damage to the Leasehold Improvements or the Building, give notice to its insurance
carrier or carriers that the foregoing waiver of claims and subrogation is contained in this Lease, or if the insurance
policy does not permit a party to waive the insurer's rights of subrogation, then the policy shall contain an endorsement
in which the insurer waives all of its rights of subrogation against Tenant and all other Additional Insureds.
10. DAMAGE OR DESTRUCTION
10.1 Damage and Repair. If all or any part of the Project is damaged by fire or other casualty, then the
parties will proceed as follows:
(a) Landlord's Estimates. Landlord will assess the damage to the Project including the pre-existing
Leasehold Improvements at the Premises but not the Leasehold Improvements excluding the new
Tenant Improvements provided for in Exhibit B hereof) and notify Tenant of Landlord's reasonable
estimate of the time required to substantially complete repairs and restoration of the Project
("Repair Estimate"). Landlord will also estimate ("Interruption Estimate") the time that the
Premises will be "Untenantable", which shall mean that Tenant is actually unable to use all or any
portion of the Premises for the normal conduct of its business. Within thirty (30) days after the later
of the casualty, issuance of the Repair Estimate, issuance of the Interruption Estimate, or receipt of
any denial of coverage or reservation of rights from Landlord's insurer, each party may terminate
this Lease by written notice to the other on the following conditions:
(1) Landlord may elect to terminate this Lease if:
(A) The Repair Estimate exceeds one hundred eighty (180) days; or
(B) The damage or destruction occurs in the last twelve (12) months of the Term; or
(C) The repair and restoration are not fully covered by insurance maintained or
required to be maintained by Landlord (subject only to those deductibles or
retentions Landlord elected to maintain), any mortgagee requires that the
insurance proceeds be applied to the payment of the mortgage debt, Landlord's
insurer denies coverage or reserves its rights on coverage or Landlord determines
in good faith that it is not economically feasible to repair or restore the Building.
(2) Tenant may elect to terminate this Lease if the Interruption Estimate exceeds one hundred
eighty (180) days, or, if the casualty occurred in the last twelve (12) months of the Term,
if the Interruption Estimate exceeds thirty (30) days.
(b) Repairs. If neither party terminates the Lease under (a), then the Lease shall remain in full force and
effect and the parties will proceed as follows:
(1)
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Landlord will promptly repair and restore the Project (including the pre-existing Leasehold
Improvements at the Premises) to the condition existing prior to such damage, except for
modifications required by law. Landlord will perform such work with reasonable
promptness, subject to delay for loss adjustment, delay caused by Tenant and Force
Maj cure.
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(2) Tenant will repair and restore the new Tenant Improvements made pursuant to Exhibit B
hereof with reasonable promptness to the condition existing prior to such damage, but not
less than current Building Standards, except for modifications required by law.
Tenant may not terminate this Lease if the actual time to perform the repairs and restoration
exceeds the Repair Estimate, or the actual interruption exceeds the Interruption Estimate.
10.2 Rent Abatement. If, as a result of the damage or destruction under § 10.1, any part of the Premises
becomes Untenantable for more than three (3) consecutive business days, then a proportionate amount of Tenant's
Base Rent and Additional Rent for the Untenantable part of the Premises shall be abated from the 4th consecutive
business day until the earlier of the date (a) the damaged or destroyed part of the Premises becomes tenantable, or (b)
until Tenant has had a reasonable amount of time to repair the initial Tenant Improvements constructed pursuant to
Exhibit B hereof. Tenant's sole remedy against Landlord for damage or destruction of any part of the Project is
abatement of Base Rent and Additional Rent under this § 10.2, and Landlord will not be liable to Tenant for any
inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from damage caused
by fire or other casualty or the repair of such damage, or for any other amount, including damages to Tenant's Personal
Property, consequential damages, actual or constructive eviction, or of any other item of Rent; provided however that,
to the extent Tenant remains in possession of a portion of the Premises, Landlord will take all reasonable steps to
minimize the disruption to Tenant's business and use of such portion of the Premises during any period of repair.
11. INDEMNITY
11.1 Claims. "Claims" mean any and all liabilities, losses, claims, demands, damages or expenses that
are suffered or incurred by a party, including, but not limited to, attorneys' fees reasonably incurred by that party in
the defense or enforcement of the rights of that party.
11.2 Landlord's Waivers and Tenant's Indemnity.
(a) Landlord's Waivers. Landlord waives any Claims against Tenant and its Affiliates for damage to or
loss of Landlord's property insured or required to be insured by Landlord under §9.2, except to the
extent caused by the negligence or willful misconduct of Tenant or its Affiliates, but in all events ,
except in the case of damage caused by Tenant's holdover, Landlord waives any Claims for any
special or consequential damages (such as interruption of business, loss of income, or loss of
opportunity) to the extent not expressly prohibited by Law, and for loss or damage to the Project or
any Landlord's property thereon.
Tenant's Indemnity. Unless waived by Landlord under § 11.2(a), to the extent not expressly
prohibited by Law, Tenant will indemnify and defend Landlord and its Affiliates and hold each of
them harmless from and against Claims arising from:
(1) Any defect, deficiency in or accident or occurrence on or about the Premises, except to the
extent caused by Landlord's or its Affiliates' negligence or willful misconduct; or
(2) Tenant's or its Affiliates' negligence or willful misconduct or breach of this Lease; or
(3) Any claim for commission or other compensation by any person other than the Brokers for
services rendered to Tenant in procuring this Lease.
11.3 Tenant's Waivers and Landlord's Indemnity.
(a) Tenant's Waivers. Tenant waives any Claims against Landlord and its Affiliates for:
(b)
(3)
(I)
Perils insured or required to be insured by Tenant under subsections (2), (3) and (8) of
§9.1(a), except to the extent caused by the negligence or willful misconduct of Landlord or
its Affiliates, but in all events Tenant waives any Claims for any special or consequential
damages (such as interruption of business, loss of income, or loss of opportunity) to the
extent not expressly prohibited by Law, and for loss or damage to Leasehold improvements
and Tenant's Personal Property; or
(2) Damage caused by any public utility, public work, other tenants or occupants of the Project,
or persons other than Landlord.
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DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
(b) Landlord's Indemnity. Unless waived by Tenant under (a), to the extent not expressly prohibited by
Law, Landlord will indemnify and defend Tenant and its Affiliates and hold each of them harmless
from and against Claims arising from:
(1) Landlord's or its Affiliates' negligence or willful misconduct or breach of this Lease; or
(2) Any claim for commission or other compensation by any person other than the Brokers for
services rendered to Landlord in procuring this Lease.
11A Affiliates Defined. "Affiliates" means with respect to a party: (a) that party's partners, co -members
and joint venturers, (b) each corporation or other entity that is a parent or subsidiary of that party, (c) each corporation
or other entity that is controlled by or under common control of a parent of such party, and (d) the directors, officers,
employees and agents of that party and each person or entity described in this § I 1.4(a-c).
11.5 Survival of Waivers and Indemnities. Landlord's and Tenant's waivers and indemnities under
§ l 1.2 and § 11.3 will survive the expiration or early termination of this Lease.
12. CONDEMNATION
12.1 Taking. "Taking" means acquiring of all or part of the Project for any public or quasi -public use
by exercise of a right of eminent domain or under any other law, or any sale in lieu thereof.
(a) Total Taking. If, because of a Taking, substantially all of the Premises are Untenantable for
substantially all of the remaining Term, then this Lease shall terminate on the date of the Taking.
(b) Partial Taking. If a Taking does not cause this Lease to be terminated under (a), then Landlord will
restore (and alter, as necessary) the Premises to a tenantable condition, unless this Lease is
terminated by either Landlord or Tenant under the following circumstances:
(c)
Landlord may terminate this Lease upon sixty (60) days prior written notice to Tenant if
Landlord reasonably determines that it is uneconomical to restore or alter the Premises to
a tenantable condition, so long as Landlord terminates all other tenancies similarly situated.
(2) Tenant may terminate the Lease upon sixty (60) days prior written notice to Landlord if
the Taking causes more than twenty percent (20%) of the Premises to be Untenantable for
the remainder of the Term and Tenant cannot reasonably operate Tenant's business for the
Use in the remaining Premises.
If the Lease is not terminated under (a) or (b), then the Rent will be reduced for the term of the
Taldng based upon the RSF of the Premises made Untenantable by the Taking.
12,2 Awards. Landlord is entitled to the entire award for any claim for a taking of any interest in this
Lease or the Project, without deduction or offset for Tenant's estate or interest, and Tenant hereby waives all claims
for loss of impairment of its leasehold interest; however, Tenant may make a claim against the condemning authority
for relocation expenses and damages to Tenant's Personal Property and business, and for any other claim to which
Tenant is entitled, to the extent that Tenant's claim does not reduce Landlord's award.
(1)
13. TENANT TRANSFERS
13.1 Transfer Defined. "Transfer" means any:
(a) Sublease of all or part of the Premises, or assignment, mortgage, hypothecation or other conveyance
of an interest in this Lease;
(b) Use of the Premises by anyone other than Tenant with Tenant's consent;
{c) Change in Tenant's form of organization (e.g., a change from a partnership to limited liability
company);
(d) Transfer of fifty one percent (51 %) or more of Tenant's assets, shares (except shares transferred in
the normal course of public trading), membership interests, partnership interests or other ownership
interests; or
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{e) Transfer of effective control of Tenant.
13.2 Consent Not Required. Upon notice to Landlord, but without Landlord's prior consent, Tenant
may effect a Transfer to a Permitted Transferee. A "Permitted Transferee" is any person or entity that meets all or
the following requirements and specifically excludes a Transfer pursuant to § 13.1(c) above:
(a) The transferee (1) controls, is controlled by, or is under common control with Tenant (for purposes
hereof, "control" shall mean ownership of not less than fifty percent (50%) of all of the voting stock
or legal and equitable interest in the entity in question), (2) results from the merger or consolidation
of Tenant, or (3) acquires all or substantially all of the stock and/or assets of Tenant as a going
concern;
(b)
(c)
The transferee has a tangible net worth immediately following the Transfer not Tess than the Tenant's
tangible net worth as of the execution of this Lease; and
The transferee's occupying the Premises will not cause Landlord to breach any other lease or other
agreement affecting the Project.
13.3 Consent Required. Each proposed Transfer, other than those permitted under § 13.2, requires
Landlord's prior consent, in which case the parties will proceed as follows:
(a) Tenant's Notice. Tenant shall notify Landlord at least thirty (30) days prior to the proposed Transfer
of the name and address of the proposed transferee and the proposed use of the Premises, and include
in the notice the Transfer documents and copies of the proposed transferee's balance sheets and
income statements (both current and for the past two [2] years).
(b) Landlord's Rights. Within thirty (30) days after receipt of Tenant's complete notice, Landlord may:
(1)
If the proposed Transfer is either an assignment of this Lease or sublease of substantially
all of the Premises, terminate this Lease as of the proposed Transfer date; or
(2) If the proposed Transfer is a sublease of all of the Premises or any part of the Premises that
will be separately demised and have its own entrance from the Common Areas, exercise a
right of first refusal to sublease such portion of the Premises at the lesser of (A) the Rent
(prorated for subletting part of the Premises), or (B) the rent payable in the proposed
Transfer; or
Consent or deny consent to the proposed Transfer; consent not to be unreasonably
withheld, conditioned or delayed or conditioned subject to all of the following being
satisfied:
(3)
(A) Landlord determines, in Landlord's reasonable discretion, that the proposed
transferee has the financial capacity to tweet its obligations under the proposed
Transfer;
(B) The proposed use is consistent with the Use and will not cause Landlord to be in
breach of any lease, law or other agreement affecting the Project;
(C) The proposed transferee is not a governmental or diplomatic entity;
(D) The proposed transferee is not named on the list of Specially Designated
Nationals and Blocked Persons maintained by the Office of Foreign Assets
Control of the United States Department of the Treasury or any such similar list
maintained by the state or federal government;
The proposed transferee is not an existing tenant or an Affiliate of an existing
tenant, nor a party with which Landlord is actively negotiating to lease space in
the Building (nor has, in the last six [6] months, been actively negotiating to lease
space in the Building); and
(F) Tenant is not in default under this Lease beyond any applicable notice and cure
period.
(E)
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(c) Compelling Consent. If Landlord does not consent to a Transfer, Tenant's sole remedy against
Landlord will be an action for specific performance or declaratory relief, and Tenant may not
terminate this Lease or seek monetary damages except for the recovery of its costs and fees,
including without limitation, attorneys' fees, incurred in obtaining such relief.
13.4 Payments to Landlord. Tenant shall pay Landlord fifty percent (50%) of Transfer receipts that
exceed Tenant's Rent (on a per square foot basis); after Tenant is reimbursed for Tenant's reasonable and customary
out-of-pocket costs incurred in the Transfer, including attorneys' fees, Alterations, and broker commissions. Tenant
shall pay Landlord a $1,000.00 review fee for each proposed Transfer, excepting those in which Landlord exercises
its rights under subsection (1) or (2) of § 13.3 (b).
13.5 Effect of Transfers. No Transfer releases Tenant or any guarantor of this Lease from any Lease
obligation. Except for transfers under § 13.2, any transfer that is not consented to by Landlord pursuant to § 13.3 shall
be void. Landlord's acceptance of a payment from any person or entity other than Tenant that occupies the Premises
does not waive Tenant's obligations under this Article 13.IfTenant is in default of this Lease beyond any applicable
notice and cure period, Landlord may proceed against Tenant without exhausting any remedies against any transferee
and may require (by written notice to any transferee) any transferee to pay Transfer rent owed by Tenant directly to
Landlord (which Landlord will apply against Tenant's Lease obligations). Termination of this Lease for any reason
will not result in a merger. Each sublease will be deemed terminated upon termination of this Lease unless Landlord
notifies the subtenant in writing of Landlord's election to assume any sublease, in which case the subtenant shall attorn
to Landlord under the executory terms of the sublease.
14. LANDLORD TRANSFERS
14.1 Landlord's Transfer. Landlord's right to transfer any interest in the Project or this Lease is not
limited by this Lease. Upon any such transfer, Tenant will attorn to Landlord's transferee and Landlord will be released
from liability under this Lease, except for any Lease obligations accruing before the transfer that are not assumed by
the transferee.
14.2 Subordination. This Lease is, and will at all times be, subject and subordinate to each ground lease,
mortgage, deed to secure debt or deed of trust now or later encumbering the Building, including each renewal,
modification, supplement, amendment, consolidation or replacement thereof (each, an "Encumbrance"), provided
that Landlord shall deliver to Tenant, within 45 days of the Execution Date (the "SNDA Delivery Date"), a lender
excecuted Subordination and Non -Disturbance Agreement ("SNDA") in the form set forth in Exhibit F, attached and
incorporated, from Midland Loan Services, the existing holder of the mortgage covering the Building ("Encumbrance
Holder"). Notwithstanding the foregoing, Landlord shall provide Tenant with contact information of the
Encumbrance Holder as of the Execution Date so that Tenant may directly negotiate with the Encumbrance Holder
for any desired changes to Exhibit F to which Tenant and the Encumbrance Holder may agree. If Landlord fails to
deliver the SNDA in Encumbrance Holder's standard form as attached hereto as Exhibit F by the SNI)A Delivery
Date, then as Tenant's sole and exclusive remedy, Tenant shall have the right to terminate this Lease upon written
notice to Landlord within ten (10) days after the SNDA Delivery Date, or Tenant shall be deemed to have waived the
requirements of this Section 14.2 and this Lease shall continue in full force and effect. In the event Tenant negotiates
a modified SNDA with the Encumbrance Holder, and provided Landlord reasonably agrees to the terms thereof, then
the modified SNDA will prevail over the SNDA form set forth in Exhibit F. The costs of negotiating a modified SNDA
shall be Tenant's sole responsibility without reimbursement or participation by Landlord in such costs, fees or
expenses, including without limitation any lender fees, legal costs or related expenses. Tenant's inability to obtain a
modified SNDA shall not affect the validity of this Lease so long as Landlord has delivered the SNDA in the form
and substance of Exhibit F hereof. Any subordination or attornment to a future holder of an Encumbrance shall be
conditioned on Tenant's receipt of an executed SNDA reasonably acceptable to Tenant from such future holder
thereof, with Tenant solely responsible as set forth hereinabove for any and all costs and expenses related to tenant
negotiating such future SNDA with such future holder. Notwithstanding the foregoing, each Encumbrance holder may
unilaterally elect to subordinate its Encumbrance to this Lease.
14.3 Attornment. Tenant will attorn to any transferee of Landlord's interest in the Project that succeeds
Landlord by reason of a termination, foreclosure or enforcement proceeding of an Encumbrance, or by delivery of a
deed in lieu of any foreclosure or proceeding (a "Successor Landlord"), provided that Tenant receives a SNDA. In
this event, the Lease will continue in full force and effect as a direct lease between the Successor Landlord and Tenant
on all of the terms of this Lease, except that the Successor Landlord shall not be:
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(a) Liable for any obligation of Landlord under this Lease, or be subject to any counterclaim, defense
or offset accruing before Successor Landlord succeeds to Landlord's interest except to the extent
that such obligation is an on -going obligation of the then -landlord;
(b) Bound by any modification or amendment of this Lease made without Successor Landlord's
consentexcept for modifications or amendments resulting from the exercise by either party of any
right(s) granted to such party under this Lease;
(c) Bound by any prepayment of more than one month's Rent;
(d) Obligated to return any Security Deposit not paid over to Successor Landlord; or
(e) Obligated to perform any improvements to the Premises (or provide an allowance therefor) except
to the extent such obligation is an on -going obligation of the then -landlord. Upon Successor
Landlord's request, Tenant will, without charge, promptly execute, acknowledge and deliver to
Successor Landlord any instrument reasonably necessary or required to evidence such attornment.
14.4 Estoppel Certificate. Within fifteen (15) days after receipt of Landlord's written request (but not
more than once per calendar year except in connection with a sale or financing event involving the Premises), Tenant
(and each guarantor and transferee of an interest in the Lease) will execute, acknowledge and deliver to Landlord a
certificate upon which Landlord and each existing or prospective Encumbrance holder may reasonably rely confirming
the following (or any exceptions to the following), to the current actual knowledge of Tenant as of the date so given,
without any duty to investigate or inquire, provided that nothing in such certificate shall be deemed to modify the
terms of the Lease:
(I
(g)
(h)
(i)
The Commencement Date and Expiration Date;
The documents that constitute the Lease, and that the Lease is unmodified and in full force and
effect;
The date through which Base Rent, Additional Rent, and other Rent has been paid and the then
current rates of same;
That neither Landlord nor Tenant is in default of this Lease;
That Landlord has satisfied all Lease obligations to improve the Premises (or provide Tenant an
allowance therefor) and Tenant has accepted the Premises;
That Tenant solely occupies the Premises;
The amount of any Security Deposit;
Acknowledgment that the estoppel certificate can be reasonably relied upon by an Encumbrance
holder; and
Such other matters concerning this Lease or Tenant's occupancy that Landlord may reasonably
require.
15. DEFAULT AND REMEDIES
15.1 Tenant's Default. Tenant is in default ("Default") of this Lease if any of the following occur:
(a)
Tenant fails to pay Rent when due, and the failure continues for five (5) days after notice to Tenant
of the failure. However, Tenant will only be entitled to three (3) notices in total of failure during any
Lease Year with respect to Base Rent and Additional Rent and if, after three (3) such notices are
given in any Lease Year, Tenant fails, during such Lease Year, to pay any Base Rent and/or
Additional Rent when due, such failure will constitute a Default without the requirement of further
notice by Landlord or additional cure period.
(b) Tenant fails to perform a non -monetary Lease obligation and the failure continues for thirty (30)
days after written notice to Tenant of the failure, except that (1) in an emergency Landlord may
require Tenant to perform this obligation in a reasonable time of less than ten (10) days, or (2) if
Tenant begins performing this obligation within ten (10) days after notice to Tenant of this failure,
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but it will reasonably take more than ten (10) days to complete performing the obligation, then
Tenant will have a reasonable amount of additional time to complete performing the obligation.
However, if such breach or noncompliance causes or results in (i) a dangerous condition on the
Premises or the Building, (ii) any insurance coverage carried by Landlord or Tenant with respect to
the Premises or Building being jeopardized, or (iii) a material disturbance to another tenant, then a
Default will exist if such breach or noncompliance is not cured as soon as reasonably possible after
notice by Landlord to Tenant. For purposes of this §15.1(b), financial inability will not be deemed
a reasonable ground for failure to immediately cure any breach of, or failure to comply with, the
provisions of this Lease.
(c) Tenant consummates a Transfer that violates Article 13.
(d) Tenant fails to discharge any attachment or levy on Tenant's interest in this Lease within sixty (60)
days after the attachment or levy encumbers this Lease.
(e) Tenant fails to cause any of the following proceedings to be vacated or dismissed within sixty (60)
days after they are commenced: (1) the appointment of a receiver or trustee of the assets of Tenant
or any guarantor of this Lease, (2) the voluntary or involuntary bankruptcy of Tenant or any
guarantor of this Lease, or (3) any assignment for the benefit of creditors of the assets of Tenant or
any guarantor of this Lease.
(f) Intentionally deleted.
(g) Tenant is named on the list of Specially Designated Nationals and Blocked Persons maintained by
the Office of Foreign Assets Control of the United States Department of the Treasury or any such
similar list maintained by the state or federal government.
15.2 Remedies. If any Default occurs, Landlord shall have the rights and remedies set forth in this Lease
which shall be distinct, separate and cumulative and shall not operate to exclude or deprive Landlord of any other
right or remedy allowed it by law or at equity.
(a) landlord may proceed for past due Rent, reserving its right to proceed later for the remaining Rent
payments as they become due and, at Landlord's option, for specific performance and/or an injunction
requiring Tenant's performance of this Lease,
(b) Landlord may proceed for all past due installments of Rent, and declare all of the unpaid installments
of Base Rent and Additional Rent for the remainder of the Term at once due and payable, whereupon
this entire amount shall become and be due and payable within five (5) days notice by Landlord to
Tenant of such election, provided that as to Additional Rent, such aggregate will be calculated by
assuming that Expenses and Taxes for the calendar year in which the Default occurs and for each
subsequent calendar year remaining in the Term, will increase by five percent (5%) per year over
the amount of Expenses and Taxes for the prior calendar year.
Landlord may terminate this Lease by giving notice to Tenant of Landlord's election to do so, in
which event the Term of this Lease shall end, and all right, title and interest of Tenant hereunder
shall expire, on the date stated in such notice. In no event shall either re-entry or the taking of
possession of the Premises by Landlord be construed as an election by Landlord to terminate this
Lease. Written notice alone shall be proof of any such election by Landlord. Upon such Lease
termination, Tenant shall surrender possession, vacate the Premises and immediately deliver
possession to Landlord in the condition required in this Lease. Landlord may, with due process of
law, re-enter and take possession of the Premises without being liable for prosecution for such action
or being deemed guilty of any manner of trespass, without diminishing any remedies for collection
of Rent, and without relinquishing any other right of Landlord, and Tenant will be and remain liable,
not only for all Rent due and other obligations incurred up to the date on which Landlord's termination
became effective and for all holdover damages that accrue under this Lease until Tenant vacates or is
removed from the Premises, but also for stipulated or liquidated damages for its nonperformance and
Landlord's loss of the bargain and not as a penalty in an amount equal to the sum of:
(1) all Repossession Expenses, Relating Expenses and Enforcement Costs that Landlord incurs;
plus;
(c)
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(2) the greatest of (A) twelve (12) months of the Base Rent plus the Additional Rent then payable,
or (13) the Unamortized Initial Costs, or (C) the Landlord's Damages; plus
(3) interest at the Default Rate from the date such are incurred and/or the termination date, as
applicable, through the date of payment to Landlord.
(d) Landlord may terminate Tenant's right to possession of the Premises without terminating this Lease
by giving written notice to Tenant that Tenant's right to possession shall end on the date stated in
such notice, and all right of Tenant to possession of the Premises or any part thereof shall cease on
the date stated in such notice. An election by Landlord to terminate Tenant's right to possession of
the Premises without terminating this Lease shall not preclude a subsequent election by Landlord to
terminate this Lease.
(1)
Upon such termination of Tenant's right to possession of the Premises, Landlord may, with
due process of law, re-enter and take possession of all or any part of the Premises, without
additional demand or notice, and repossess the same and expel Tenant and any party
claiming by, through or under Tenant, and remove the effects of both, using such force for
such purposes as may be necessary, without being liable for prosecution for such action or
being deemed guilty of any manner of trespass, and without prejudice to any remedies for
arrears of Rent or right to bring any proceeding for breach of covenants or conditions. No
such reentry or taking possession of the Premises by landlord will be construed as an
election by Landlord to terminate this Lease unless a written notice of such intention is
given to Tenant. No notice from Landlord or notice given under a forcible entry and detainer
statute or similar Laws will constitute an election by Landlord to terminate this Lease unless
such notice specifically so states.
(2) Landlord shall make commercially reasonable efforts to reset the Premises or portions
thereof, so as to mitigate Landlord's damages, to the extent required by applicable Law,
Landlord and Tenant agree that Landlord may relet for such term or terms and on such
conditions and other terms as Landlord, in its discretion, determines, and that Landlord
shall not be required to (A) observe any instructions given by Tenant about such reletting;
(B) lease the Premises prior to other space owned, controlled or managed by Landlord or
its Affiliates; or (C) lease the Premises at below market rates;
Any rent received by Landlord from re -letting the Premises shall be deemed to reduce
Tenant's indebtedness to Landlord as follows: (A) first, to reduce Tenant's obligation to
reimburse Landlord for Repossession Expenses, then (B) to reduce Tenant's obligation to
reimburse Landlord for Reletting Expenses, then (C) to reduce Tenant's obligation to
reimburse Landlord for Unamortized Landlord Costs, then (D) to reduce Tenant's
obligation to Landlord for Enforcement Costs, then (E) to reduce Tenant's obligation for
the payment of Rent reserved in the Lease for the remainder of the stated Term of the
Lease. In no event shall Tenant be entitled to a reduction (of its indebtedness to Landlord)
in an aoaount in excess of the aggregate sum of Rent which would have been payable by
Tenant for the remainder of the stated Term of this Lease, as if no Default had occurred;
(4) Tenant shall pay to Landlord an amount equal to the Rent which would have been payable
by Tenant for the remainder of the stated Term of the Lease, less any applicable reductions
pursuant to §15.3(dX3) above as the same becomes due, without notice or demand; and
Tenant shall, upon demand, reimburse Landlord, with interest at the Default Rate from the
date incurred through the date of payment to Landlord, the following: Repossession
Expenses; Reletting Expenses; Unamortized Landlord Costs and Enforcement Costs.
(e) Landlord may enforce the provisions of this Lease and may enforce and protect the rights of Landlord
by a suit or suits in equity or at law for the specific performance of any covenant or agreement
contained in this Lease, or for the enforcement of any other appropriate legal or equitable remedy,
including recovery of all monies due or to become due from Tenant under any of the provisions of
this Lease.
(3)
(5)
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(t) Landlord may, but shall not be obligated to, cure Tenant's Default by making any payment or
performing such other act to the extent Landlord may deem desirable. Any such cure by Landlord
shall be without notice and shall not waive or release Tenant from any obligation under this Lease.
Tenant covenants and agrees to pay Landlord, upon demand, all advances, costs and expenses
incurred by Landlord in connection with such cure, including reasonable attorney's fees, together
with interest at the Default Rate, from the date such are incurred by Landlord to the date of payment
to Landlord.
(g)
Provided that Landlord performs its obligations to maintain and operate the Building as set forth in
this Lease, Landlord rnay, without liability to Tenant or any other party and without constituting a
constructive or actual eviction, suspend or discontinue furnishing or rendering to Tenant any
property, material, labor, or other service, including without limitation parking services but
excluding the services set forth in §§ 6.1(a)(1), (2), (4) and (6), so long as a Default exists under this
Lease.
(h) If Landlord exercises its rights pursuant to Sections 15.2(b) or 15.2(c) above, then alternatively, at
Landlord's option, Landlord will be entitled to recover from Tenant, as damages for loss of the bar-
gain and not as a penalty, an aggregate sum equal to:
(1) all unpaid Base Rent, Additional Rent and other Rent for any period prior to the termination
date or the repossession date, as the case may be (including interest from the due date to the
date of the award at the Default Rate described below), plus any other sum of money and
damages owed by Tenant to Landlord for events or actions occurring prior to the termina-
tion date or the repossession date, as the case may be, plus
(2) the present value at the time of termination or repossession as the case may be (calculated
at the rate commonly called the discount rate in effect at the Federal Reserve Bank of New
York on the termination date or the repossession date, as the case may be plus two percent
[2%]) of the amount, if any, by which:
(A) the aggregate of the Base Rent, Additional Rent and all other Rent payable by
Tenant under this Lease that would have accrued for the balance of the Term after
termination or repossession as the case may be (with respect to Additional Rent,
such aggregate will be calculated by assuming that Expenses and Taxes for the
calendar year in which termination or repossession, as the case may be, occurs
and for each subsequent calendar year remaining in the Term if this Lease had not
been terminated or if Landlord had not repossessed the Premises, as the case may
be, will increase by five percent (5%) per year over the amount of Expenses and
Taxes for the prior calendar year), exceeds
(B) the amount of such Base Rent, Additional Rent and other Rent which Landlord
will receive for the remainder of the Term from any reletting of the Premises
occurring prior to the date of the award, or if the Premises have not been relet
prior to the date of the award, the amount, if any, of such Base Rent, Additional
Rent and other Rent which could reasonably be recovered by reletting the Prem-
ises for the remainder of the Term at the then -current Pair Market Rent, in either
case taking into consideration the Reletting Expenses, plus
interest on the amount described in (2) above from the termination date or the repossession
date, as the case may be, to the date of the award at the Default Rate defined below.
153 Definitions.
(a) "Enforcement Costs" shall be all reasonable sums, costs, expenses and damages (in addition to
Repossession Expenses, Reletting Expenses, and Unarnortized Landlord Costs ) which are
reasonably incurred by Landlord in enforcing Tenant's obligations under this Lease or by reason of
Tenant's Default, including without limitation, those arising out of any action brought by Landlord
against Tenant to interpret any provision of this Lease or in connection with a bankruptcy or an
assignment for the benefit of creditors.
(3)
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(b)
"Fair Market Rent" shall be an amount equal to the fair market rental value of the Premises for the
remainder of the stated Term of this Lease, taking into consideration the Reletting Expenses
Landlord might incur upon reletting of the Premises. However, the Fair Market Rent shall be zero for
any period prior to the time at which Landlord could reasonably have been expected to have obtained
a new tenant for the Premises, and if Landlord has leased the Premises to a new tenant, then the rental
payable by the new tenant will be deemed to be the Fair Market Rent for the Premises, and the period
between the termination of Tenant's possession under this Lease and the commencement of the new
lease will be deemed to be the time within which Landlord could reasonably have been expected to
have obtained a new tenant for the Premises.
(c) "Landlord Costs" shall be such concessions and expenses incurred by Landlord by or for Tenant
regarding this Lease prior to, or during the Term (including any renewals or extensions thereof),
including without limitation; (I) costs and expenses of improvements, remodeling, redecoration er
refurbishing of the Premises; (2) any and all allowance(s) paid, or credit given, for the improvement,
remodeling, redecoration or refurbishing of the Premises; (3) any free, excused or abated rent; and
(4) any broker's fee or other similar fee, sum or expense.
(d) "Landlord's Damages" shall be an amount equal to the present value of the amount by which the
Remainder Rent exceeds the Fair Market Rent for the remainder of the stated Term of this Lease.
The present value shall be computed on the basis of a discount rate equal to the then -current yield
on United States Treasury obligations having a maturity approximately equal to the remainder of
the stated Term of this Lease, as determined by Landlord.
(e) "Unamortized Landlord Costs" shall mean the amount remaining as of the date in question of the
Landlord Costs that have been amortized over the initial Term of the Lease at an interest rate of five
percent (5%).
(f) Intentionally deleted.
(g) "Remainder Rent" shall be an amount equal to the aggregate Rent reserved in the Lease for the
remainder of the stated Term which would have been payable after the termination date had this
Lease not been terminated, including, without limitation, all Rent plus all increases pursuant to the
terms of this Lease. For the purpose of determining Remainder Rent only, Taxes and Expenses will
be deemed to increase at a rate of five percent (5%) annually.
"Reletting Expenses" shall be such costs and expenses which Landlord may, to the extent deemed
necessary or desirable by Landlord, incur to relet the Premises, including without limitation, (1)
repairs, alterations to the Premises for which Tenant was responsible, (2) altering locks and security
devices to the Premises, (3) redecorating, remodeling or refurbishing of the Premises (but not
beyond returning the Premises to a leasable shell without removing any Tenant Improvements which
were not to be removed at the expiration of the Term, and (4) other reasonable costs and expenses,
including brokers' commissions and reasonable attorneys' fees.
"Repossession Expenses" are such costs and expenses including, without limitation, reasonable
attorneys' fees which Landlord may incur, as Landlord considers appropriate, in order to recover
possession of the Premises.
15.4 Interest. If Tenant at any time fails to make any payment of Rent or of any amounts owed under
this Lease, Landlord may recover interest on such amounts at the rate per annum equal to the lesser of the highest
interest rate permitted by law or ten percent (10%) ("Default Rate"), from the date each amount is due until paid by
Tenant.
(h)
(i)
155 Waivers.
(a) If Tenant is in Default, Tenant expressly waives the service of any demand for the payment of
Rent, for the performance or nonperformance of any obligation or duty to perform or to
refrain from performing imposed upon Tenant under this Lease and the service of any and
every form of demand and notice prescribed by any statute or other law.
(b) Tenant and Landlord expressly waive the right to trial by jury in any legal proceedings either
may institute against the other.
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No waiver by Landlord of any Default of Tenant shall be implied to affect, and no express waiver shall affect, any
Default other than the Default specified in such waiver and that only for the time and to the extent stated.
15.6 Force Majeure. "Force Majeure" means any cause or event beyond both Landlord's and Tenant's
reasonable control, including any act of God, government act or restriction, labor disturbance, general shortage of
materials or supplies, riot, insurrection, or act of war or terrorism. Force Majeure excuses a party from performing any
non -monetary Lease obligation for a commercially reasonable time.
15.7 Landlord's Default and Remedies.
(a) Landlord will be in Default of this Lease if Landlord fails to perform any Lease obligation of
Landlord and this failure continues for thirty (30) days after Tenant notifies Landlord of such failure,
or such longer period of time as is reasonable if more than thirty (30) days is reasonably required to
perform this obligation; provided that performance commences within this thirty (30) day period
and is diligently prosecuted to completion.
If Landlord is in Default, then Tenant may exercise any remedy available under law that is not
waived or limited under this Lease, subject to the following;
(1) Tenant may not terminate this Lease due to any Landlord Default until Tenant notifies eaeh
Encumbrance holder and each Encumbrance holder is provided a reasonable opportunity
to gain legal possession of the Project and, after gaining possession, cure the Default.
(2) Landlord's liability under this Lease is limited to Landlord's interest in the Building.
(3) No liability under this Lease is assumed by Landlord's Affiliates.
(b)
16. SECURITY DEPOSIT
16.1 Waived
17. MISCELLANEOUS
17.1 Rules and Regulations. Tenant will comply with the Rules and Regulations attached as Exhibit D.
Landlord may reasonably modify or add to the Rules and Regulations upon notice to Tenant to the extent such
modifications do not materially increase the financial obligations of Tenant hereunder. If the Rules and Regulations
conflict with this Lease, then the Lease shall govern.
17.2 Notice. Notice to Landlord must be given as follows: (a) all miscellaneous requests under this Lease,
including but not limited to work orders, overtime air, access cards, construction, maintenance, and other management
matters relating to the Property shall be sent to the Building Address; and (b) all notices required to be given to the
Landlord under this Lease shall be sent to the Notice Address, each as set forth in §1.1(1). Notice to Tenant must be
given to Tenant's Notice Addresses. By notice to the other, either party may change its Notice Address. Each notice
must be in writing and will be validly given if either: (w) the notice is personally delivered; (x) the notice is delivered
by a nationally recognized overnight courier service (e.g., FedEx or UPS) and delivery is acknowledged in writing
(y) the notice is deposited in the US Mail as first-class, certified or registered mail, postage prepaid; or (z) the notice
is sent by email to a party's email address set forth in Section 1.1(1) provided that the receipt of the email content can
be confirmed, with time of receipt being the uniform time the email enters the information processing system that the
recipient has designated or uses for the purpose of receiving email, and further provided that such notice shall be
deemed received and effective upon receipt at such email address irrespective of whether the addressee shall actually
open or read the email notice and/or attachments, then the notice will be deemed received by the party upon delivery
as set forth in subsection (w), upon the acknowledged delivery as set forth in subsection (x), two (2) business days
after deposit in the US Mail as set forth in subsection (y) and upon the deemed receipt as set forth in subsection (z).
17.3 Relocation. Landlord may not relocate Tenant to other premises in the Building.
17.4 Building Name. Tenant shall not use the Building name or image or the name or image of any
complex in which the Building is located for any purpose, other than Tenant's address. Landlord may change the name
of the Building or any complex in which the Building is located without any obligation or liability to Tenant.
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17.5 Entire Agreement. This Lease is deemed integrated and contains all of each party's representations,
waivers and obligations. The parties may only modify or amend this Lease in a writing that is fully executed and
delivered by each party.
17.6 Successors. Unless provided to the contrary elsewhere in this Lease, this Lease binds and inures to
the benefit of each party's heirs, successors and permitted assignees.
17.7 No Waiver. A party's waiver of a breach of this Lease will not be considered a waiver of any other
breach. No custom or practice that develops between the parties will prevent either party from requiring strict
performance of the terms of this Lease. No Lease provision or act of a party creates any relationship between the
parties other than that of landlord and tenant.
17.8 Independent Covenants. The covenants of this Lease are independent. A court's declaration that
any part of this Lease is invalid, void or illegal will not impair or invalidate the remaining parts of this Lease, which
will remain in full force and effect.
17.9 Captions. The use of captions, headings, boldface, italics or underlining is for convenience only,
and wilt not affect the interpretation of this Lease.
17.10 Authority.
(a) Individuals signing this Lease on behalf of Tenant represent and warrant that they are authorized to
bind Tenant to this Lease, and that Tenant is qualified to do business in the state in which the
Building is located. If required by Landlord, Tenant will, at Tenant's cost, provide Landlord with a
corporate resolution, opinion of counsel or other documentation acceptable to Landlord proving the
authority of each individual signatory to bind Tenant to this Lease.
(b) Tenant represents and warrants to Landlord that Tenant is not named on the list of Specially
Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control
of the United States Department of the Treasury or any such similar list maintained by the
state or federal government.
Tenant represents and warrants to Landlord that any individual or entity involved in this
Lease transaction on behalf of Tenant, such as Guarantor and Tenant's Broker, is not named
on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of
Foreign Assets Control of the United States Department of the Treasury or any such similar
Ilst maintained by the state or federal government.
17.11 Applicable Law. The Laws of the state in which the Building is located govern this Lease. In any
action brought under this Lease, Tenant submits to the jurisdiction of the courts of the state in which the Building is
located and to venue in the County or Parish in which the Building is located.
17.12 Confidentiality. Tenant will not record this Lease or a memorandum of this Lease without
Landlord's written consent. Tenant will keep the terms of this Lease confidential and, unless required by law, may not
disclose the terms of this Lease to anyone other than Tenant's Affiliates to the extent necessary to Tenant's business.
17.13 Intentionally Deleted.
17.14 Time. Time is of the essence as to all provisions in this Lease in which time is a factor.
17.15 Quiet Enjoyment. So long as Tenant is not in default of this Lease beyond any applicable notice
and cure period and except as expressly provided in this Lease, Landlord will not interfere with Tenant's peaceful and
quiet enjoyment of the Premises for the Term. Landlord is not liable for, and Tenant will not be released from any
obligation under this Lease because of any interference with Tenant's peaceful and quiet enjoyment of the Premises
that is caused by any other person, including other tenants.
17.16 Right to Enter Premises. Landlord may enter the Premises at any reasonable time to inspect the
Premises, to show the Premises to prospective lenders, purchasers (or within the last twelve months of the Term, to
tenants); to perform Landlord's duties under this Lease, to exercise Landlord's rights under §8.2 or to post notices of
non -responsibility. In connection with any permitted entry to perform Landlord's duties or exercise Landlord's rights
under §8.2, Landlord may erect and use structures reasonably required by the nature of the work (including
scaffolding, pipes and conduits), and may open or penetrate the Base Building or any Leasehold Improvements. If any
(c)
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Leasehold Improvements are damaged by Landlord as a result of Landlord exercising its rights under this § 17.16, then
Landlord will promptly repair or replace the damaged portion, as it was prior to such damage.
17.17 Brokers. Landlord and Tenant represent and warrant that no broker or agent negotiated or was
instrumental in negotiating or consummating this Lease except the Brokers. Neither party knows of any other real
estate broker or agent who is or might be entitled to a commission or compensation in connection with this Lease.
Landlord will pay all fees, commissions or other compensation payable to the Brokers to be paid by Landlord accord-
ing to § 1.1(n) and Tenant will pay all fees, commissions or other compensation payable to the Brokers to be paid by
Tenant according to § 1.1(n). Tenant and Landlord will indemnify and hold each other harmless from all damages paid
or incurred by the other resulting from any claims asserted against either party by brokers or agents claiming through
the other party. The parties' obligations under this § 17.17 will survive the expiration or early termination of the Term.
17.18 Warranties. Landlord and Tenant expressly agree that there are and shall be no implied warranties
of merchantability, habitability, suitability, fitness for a particular purpose or of any other kind arising out of this
Lease, all of which are hereby waived by Tenant, and that there are no warranties which extend beyond those expressly
set forth in this Lease.
17.19 Exhibits. The exhibits attached to this Lease are incorporated herein. Subject to § 17.1, if any exhibit
is inconsistent with the terms of this Lease, the provisions of the Exhibit will govern, The Exhibits to this Lease are:
EXHIBIT A Location of Premises
EXHIBIT B Work Letter
EXHIBIT C Notice of Lease Term
EXHIBIT D Rules and Regulations
EXHIBIT E Parking
EXHIBIT F Form of SNDA
18. Intentionally Deleted.
19. SECURITY. Subject to the approval procedures set forth in Exhibit B Hereto, Tenant shall have right to
install and maintain its own standard security/access control system at the Premises, including, without limitation,
door lock guards or plates and badge readers.
20. LOBBY USE. Tenant shall have the right to use the ground floor lobby area for three (3) social events
per year with thirty (30) days prior written notice to Landlord, subject to Landlord's reasonable approval as to scope.
21. FITNESS CENTER. During the Term of the Lease, Tenant and its employees shall have the right to
use the fitness center in the Building at no additional cost.
22. CAFETERIA. Landlord will use commercially reasonable efforts to provide either a delicatessen,
cafeteria, or similar food service in the Building at all times during the term of the Lease.
23. FURNITURE. Landlord will request that Pier One Imports allow Tenant to use certain furniture owned
by Pier One Imports. Any use by Tenant of Pier One Imports furniture shall be subject to a separate agreement
between Tenant and Pier One Imports.
24. CONFERENCE ROOMS. Pier One Imports has the exclusive use of a conference center in the
Building. Landlord will request that Pier One Imports allow Tenant to use the conference center. Any use by Tenant
of the conference center shall be subject to a separate agreement between Tenant and Pier One Imports.
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DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
[SIGNATURES TO IMMEDIATELY FOLLOW]
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DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
Having read and intending to be bound by the terms and provisions thereof, Landlord and Tenant have
executed this Lease as of the Execution Date.
LANDLORD TENANT
Hertz Fort Worth Energy Way, LP Property Dania a Ap aisers, Inc., a Texas
a Delaware limited partnership corporation
By: Hertz Fort Worth Energy Way Manager, LLC
a Delaware limited liability company, By:
its General Partner
Name:
Title:
By: Hertz Fort Worth Energy Way Manager,
Inc., a Delaware corporation, its Manager
34
PIER 1 IMPORTS BUILDING
PDAI DLN 5.28.19
OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-684B-42081FA11072
EXHIBIT A - FLOOR PLAN AND SUMMARY OF PRELIMINARY PLANS
Suite #1900
'rent.
••••,5.1 .111
^-,
tbA
min.. • ra
Pier One Ram
Acchdrchmen
Pim
A- 1
PIER 1 IMPORTS BUILDING OFFICE LEASE
PAN DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
EXHIBIT B - WORK LETTER
Suite #1900
I. Conflicts; Terms. If there is any conflict or inconsistency between the provisions of the Lease and those of
this Exhibit B ("Work Letter"), the provisions of this Work Letter will control. Except for those terms expressly defined in
the Work Letter, all initially capitalized terms will have the meanings stated for such terms in the Lease. The following terms,
which are not defined in the Lease, have the meanings indicated:
(a) "Commencement Date" means the date set forth in Subsection 1.1(h) of the Lease, unless the Commence-
ment Date is extended according to Paragraph 2 of this Work Letter.
(b) "Start Date" means the first day of the Tenant Finish Period, which will be which will be the date that is
following final approval (or deemed approval) by Landlord of the Construction Documents, unless the Start Date is extended
according to Paragraph 2 of this Work Letter.
(e)
Date.
(d)
(e)
(f)
"Tenant Finish Period" means the period beginning on the Start Date and ending on the Commencement
Intentionally Deleted.
"Landlord's Representative" shall be designated upon Landlord's final execution of this Lease.
"Tenant's Representative" shall be designated upon Landlord's request.
(g) "Tenant's Architect" means such licensed or registered professional architect, designer or space planner as
may be selected by Tenant and reasonably approved by Landlord.
(h) "Tenant's Engineers" means such licensed or registered professional engineers as may be selected by Tenant
and reasonably approved by Landlord.
(i) "Tenant Improvements" means all Tenant Improvements to be constructed or installed by Tenant in the
Premises according to this Work Letter as further defined in Paragraph 8 of this Work Letter.
(j) "Preliminary Plans" means space plans and general specifications for the Tenant Improvements attached
hereto as Exhbit A. The parties have mutually approved the Preliminary Plans prepared by Entos Design (23 pages) and dated
8/5/19, a summary of which are attached hereto as Exhibit A.
(k) "Construction Documents" means complete construction plans and specifications for the Tenant Improve-
ments prepared by Tenant's Architect and Tenant's Engineers in such form (and on such scale in the case of plans and drawings)
as Landlord may reasonably specify and detailing all aspects of the Tenant Improvements, including, without limitation, the
location of libraries, safes and other heavy objects, stairwells, walls, doors, computer equipment, telephone and related equip-
ment, and electrical, plumbing, heating, ventilation and air conditioning equipment (including equipment in excess of that
required for normal use). Tenant's Engineers will perform all mechanical and electrical design work included in the Construc-
tion Documents.
(1) "Tenant's Costs" means all costs required to be expended by Tenant under this Work Letter in connection
with the Tenant Improvements, including, without limitation, the costs of. preparing the Preliminary Plans, Construction Doc-
uments and the as -built plans described in Paragraph 7 of this Work Letter; performing the Tenant Improvements; obtaining
all required electrical and telephone panels and/or meters, signage, cabling, wiring (but, Subject to Section 1(m) below, not
including telecommunications systems) and Landlord's services and the Tenant Improvement Construction Administration Fee
provided under Paragraph 14 of this Work Letter. Subject to Section 1(m) below, Tenant's Costs will not, however, include any
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costs incurred by Tenant for furniture, telecommunications systems or other personal property, for fixtures or equipment (unless
such fixtures or equipment will constitute permanent additions to the Premises and are shown on the Construction Documents),
or for moving to the Premises.
(m) "Construction Allowance" means the amount set forth in Section 1.1(s) of the foregoing Lease. Tenant shall
have up through and including five (5) years from the Commencement Date in which to use the Construction Allowance
("Allowance Usage Deadline). After the Allowance Usage Deadline, the Construction Allowance shall lapse as to any un-used
portion of the Construction Allowance, and Tenant shall not be entitled to any un-used portion of the Construction Draft from
or after such date. Provided that Tenant is not in Default under the Lease, Landlord shall reimburse Tenant an amount not to
exceed Three Hundred and Fifty -Eight Thousand Six Hundred and Twenty Four Dollars ($358,624) which amount shall be
deducted from the Construction Allowance, for Tenant's reasonable, documented, third party costs of (i) purchasing or in-
stalling furniture, movable/non-permanent fixtures, free-standing workstations or equipment ("FFE"), (ii) construction con-
sultant or similar lease negotiating consultant or project coordinator fees, (iii) tenant's telecommunications and data cabling in
the Premises, or (iv) moving expenses to the Premises. Landlord shall pay such reimbursements within thirty (30) days after
the first of the next month following the date of receipt of reasonable proof of payment documentation, to include copies of
cancelled cheeks, reasonably acceptable to Landlord. All proof of payment documents must be submitted to Landlord for re-
imbursement no later than the Allowance Usage Deadline, and Landlord shall not be obligated to reimburse Tenant for any
invoices submitted after such date.
2. Tenant Finish Period; Commencement Date. The Tenant Finish Period will begin on the Start Date, unless
the Start Date is extended according to the following provisions. If on or before the Start Date, Tenant has not been permitted
entry to the Premises for the installation of the Tenant Improvements, then the Start Date will be extended until the date on
which Tenant is permitted entry to the Premises for the conduct of the Tenant Improvements and the Commencement Date will
be extended for an equivalent period of time.
3. Representatives. Landlord appoints Landlord's Representative to act for Landlord in all matters covered by
this Work Letter. Tenant appoints Tenant's Representative to act for Tenant in all matters covered by this Work Letter. All
inquiries, requests, instructions, authorizations and other communications with respect to the matters covered by this Work
Letter will be made to Landlord's Representative or Tenant's Representative, as the case may be. Other than to Landlord's
Representative, Tenant will not make any inquiries of or requests to, and will not give any instructions or authorizations to, any
other employee or agent of Landlord, including Landlord's architect, engineers and contractors or any of their agents or em-
ployees, with regard to matters covered by this Work Letter. Either party may change its Representative under this Work Letter
at any time by prior written notice to the other party.
4. Possession; Condition. Landlord will deliver the Premises to Tenant for the conduct of the Tenant Improve-
ments in accordance with Section 3.1 of the Lease. Regardless of Landlord's delivery of the Premises to Tenant, Tenant will
not be permitted to begin the installation of the Tenant Improvements unless and until Landlord has approved the Construction
Documents according to Paragraph 7 of this Work Letter, Tenant has obtained all necessary permits for the Tenant Improve-
ments according to Paragraph 8 of this Work Letter and Tenant is otherwise in compliance with the provisions of this Work
Letter. Tenant acknowledges and agrees that, as of the date of the Lease, the Premises are in good order and satisfactory
condition. Tenant will accept the Premises upon Landlord's delivery in an "as is" condition, except for any latent defect in the
Building Structure or Mechanical Systems of which Tenant notifies Landlord within one year after the Commencement Date.
No promise to alter, remodel or improve the Premises or Building and no representations concerning the condition of the
Premises or Building have been made by Landlord to Tenant other than as may be expressly stated in the Lease (including this
Work Letter). All alterations, improvements and additions made to the Premises according to this Work Letter will, without
compensation to Tenant, become Landlord's property upon installation and will remain Landlord's property at the expiration or
earlier termination of the Term.
5. Early Access. See Section 3.1(a) of the Lease.
6. Landlord's Approval. All Prelimi ary Plans and Construction Documents, and any revisions to the same
(whether in the form of a change order or otherwise) are expressly subject to Landlord's prior written approval which shall not
be unreasonably withheld, conditioned, or delayed. Landlord may withhold its approval of any such items that require work
which:
(a) exceeds or adversely affects the capacity or integrity of the Building Structure or Mechanical Systems;
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(b) is not approved by the holder of any Encumbrance;
(c) intentionally deleted;
(d) violates any agreement which affects the Building or binds Landlord;
(e)
terns;
(f)
Term;
Landlord reasonably believes will increase the cost of operating or maintaining any of the Mechanical Sys -
Landlord reasonably believes will reduce the market value of the Premises or the Building at the end of the
(g) does not conform to applicable building code or is not approved by any governmental authority having juris-
diction over the Premises;
(h) does not meet or exceed Building Standard; or
(i)
Landlord reasonably believes will infringe on the architectural or historical integrity of the Building.
7. Tenant's Plans. The parties have mutually approved the Preliminary Plans prepared by Entos Design (23
pages) and dated 8/5I19, a summary of which are attached hereto as Exhibit A. Within fifteen (15) days of the Execution Date
of the Lease, ,Tenant, at its expense, will cause the Construction Documents to be prepared and submitted to Landlord for its
approval. Such submittal will include one (1) complete full size set and one (1) Electronic Copy and a complete color and finish
board for Tenant's Work. The Construction Documents must strictly conform to the Preliminary Plans approved by Landlord
in all material respects and must be in all respects sufficient for the purpose of obtaining a building permit for Tenant's Work.
If required by Landlord, Tenant will cause the Construction Documents to be resubmitted to Landlord for its approval within
seven (7) days after Landlord notifies Tenant of any required changes. Tenant's Work will not commence prior to Landlord's
approval of the Construction Documents. If the Landlord fails to deliver to Tenant Landlord's written approval or its written
request for revisions within fifteen (15) days after Landlord receives any required revisions to them, Tenant will receive a credit
against Base Rent beginning on the Commencement Date equal to one day's Base Rent for each day subsequent to the fifteenth
(15th) day after Tenant's submittal until the day of Landlord's response. Except as provided in Paragraph 2 of this Work Letter,
no delays in the design or performance of Tenant's Work will change the Start Date or the Commencement Date. Upon com-
pletion of Tenant's Work, Tenant will provide Landlord an Electronic Copy of as -built plans of the Premises. If Tenant fails to
provide such plans, Landlord may obtain them, directly or by field verification, and charge Tenant for all costs incurred by
Landlord in doing so. No approval by Landlord of the Preliminary Plans, the Construction Documents or any revisions to them
will constitute a representation or warranty by Landlord as to the adequacy or sufficiency of such plans, or the improvements
to which they relate, for any use, purpose or condition, but such approval will merely be the consent of Landlord to the con-
struction or installation of improvements in the Premises according to such plans.
8. Tenant Improvements. During the Tenant Finish Period, Tenant, at its expense, will construct or cause to
be constructed in the Premises such work set forth in, and according to, the Construction Documents approved by Landlord
("Tenant Improvements"). Tenant, at its expense, will obtain: (a) all permits (including, without limitation, building permits)
required under this Work Letter and (b) all certificates required for occupancy of the Premises from the appropriate govern-
mental authorities. Tenant will cause all of the Tenant Improvements to be diligently completed in a good and workmanlike
manner, according to the approved Construction Documents and all applicable laws, and free and clear of any liens or claims
for liens.
9. Tenant's Contractor. Landlord will have the right to approve Tenant's contractor ("Contractor") and all
subcontractors, which approvals will not be unreasonably withheld or delayed. Landlord will provide Tenant with a list of
contractors and subcontractors that are acceptable to Landlord. Tenant may select its Contractor and subcontractors from such
list or may request Landlord's approval of a Contractor and subcontractors not on such list. Tenant will not execute any contract
for the performance of the Tenant Improvements until Landlord's approvals of the Contractor and subcontractors have been
obtained, and Tenant will cause its proposed Contractor and subcontractors (if not on such list) to submit such information,
including financial information, as may be reasonably required by Landlord to determine whether such Contractor and subcon-
tractors should be approved. Additionally, Landlord has established relationships with various vendors who can provide certain
products at a significant discount ("Preferred Vendors") to market prices, and will provide Tenant with a list of same.
B-4
PIER 1 IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
10. Construction Contract. Tenant's construction contract for the Tenant Improvements will provide (and Ten-
ant will deliver a copy of it to Landlord so that Landlord may confirm it provides) that: (a) construction of the Tenant Improve-
ments will not interfere with Landlord's or Landlords tenants' activities in, or use or enjoyment of, the Building; (b) Contractor
will cooperate with other contractors in the Building to insure harmonious working relationships, including, without limitation,
coordinating with other contractors in the Building concerning use of elevators, trash removal and water and utility usage; (c)
Contractor will leave all Common Areas in neat, clean, orderly and safe condition at the end of each day during construction
of the Tenant Improvements; (d) Contractor will procure and maintain and cause its subcontractor(s) to procure and maintain
the insurance described in Paragraph 11 below; (e) upon completion of the Tenant Improvements and as a Tenant Cost, Con-
tractor will provide to Landlord and Tenant as -built drawings consisting of two hard copy sets of bluelines and an electronic
file in a format compatible with Landlord's computer aided design software, together with mechanical balance reports and any
maintenance manuals on equipment installed in the Premises as part of Tenant's Work; and (f) all labor and material supplied
according to the contract will be fully warranted by Contractor for a period of not less than one year from substantial completion
of the Tenant Improvements and such warranty will provide that it is for the benefit of both Landlord and Tenant and may be
enforced by either. The construction contract will also contain the following indemnification and defense provision, or the
substantive equivalent thereof:
"Contractor will protect, defend, hold harmless, and indemnify [Landlord's name to be inserted] and its successors, as-
signs, directors, officers and employees (collectively, "Indernnitees") from and against all claims, actions, liabilities,
damages losses, cost and expense (including attorney's fees) arising out of or resulting from the performance of the work
contemplated by this contract by Contractor or any of its subcontractors, provided that any such claims, action, liabilities,
damages, losses, cost or expense (a) are attributable to bodily injury, sickness, disease, or death, or to injury to or de-
struction of tangible property (other than the work contemplated by this contract itself) including the loss of use resulting
therefrom and (b) are caused in whole or in part by the negligent act or omission of Contractor, any subcontractor, or any
of them may, directly or indirectly, be liable. Such obligations will not be construed to negate, abridge or otherwise
reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this
paragraph.
Contractor agrees to protect, defend, hold harmless and indemnify the Indemnitees from and against any and all claims,
actions, liabilities, damages, losses, costs, and expenses (including attorneys' fees) arising out of or resulting from Con-
tractor's failure to purchase all insurance required under Paragraph 11 of the Workletter attached to and made a part of
the Lease Agreement dated [Date of Lease to be inserted] between Landlord's name to be inserted] and [Tenant's name
to be inserted], and Contractor's failure to require and obtain proper insurance coverage from its subcontractors. In any
and all claims against the Indemnitees or employee of Contractor or any subcontractor, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this
provision will not be limited in any way be any limitation of the amount or type of damages, compensation or benefits
payable by or for Compensation Acts, disability benefit acts, or other employee benefit acts. The indemnification and
defense obligations stated above will not apply to any claims, actions, liabilities, damages, losses, cost or expenses caused
directly and solely by the affirmative gross negligence or intentional tortious act of the Indemnities."
11. Contractor's Insurance. Tenant will cause Contractor (and, except as provided below, all of Contractor's
subcontractors) to procure and maintain in effect during the entire period of construction of the Tenant Improvements the
following insurance:
(a) Worker's compensation insurance with statutory benefits and limits which fully comply with all state and
federal requirements;
(b) Employer's liability insurance with limits of not less than $200,000;
(c) Automobile liability insurance including owned, non -owned, leased and hired car coverage, naming Landlord
as an additional insured, providing primary (and not contributing) coverage, and containing cross -liability and severability of
interest clauses; limits of contract for the performance of the Tenant Improvements is $150,000 or less, coverage will be in an
amount of not less than $1,000,000 combined contract is over $150,000, coverage will be in an amount of not less than
$2,000,000 combined single limit per occurrence;
(d) Comprehensive general liability insurance including personal injury, owner's and contractor's protective lia-
bility, explosion, collapse and underground damage liability endorsement (commonly called X, C and U hazard), products,
completed operations, blanket contractual and broad form property damage coverage, naming Landlord as an additional
B-5
PIER 1 IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 St]1TE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
insured, providing primary (and not contributing) coverage, and containing cross -liability and severability of interest clauses;
limits of liability will be as follows: if the total amount of Contractor's contract for the performance of the Tenant Improvements
is $150,000 or less, coverage will be in an amount of not less than $2,000,000 combined single limit per occurrence; if the total
amount of Contractor's contract is over $150,000, coverage will be in an amount of not less than $3,000,000 combined single
limit per occurrence; and
(e) "All risk" builders risk property insurance for the full replacement cost of the Tenant Improvements on a
completed value basis, naming Landlord as a Toss payee, as its interest may appear, providing primary (and not contributing)
coverage, and including a waiver of all rights of subrogation against Landlord.
All of the above insurance policies must be placed with insurance companies reasonably acceptable to Landlord and must be
endorsed to require thirty (30) days' written notice to Landlord prior to any cancellation or material changes in coverage. Prior
to the commencement of any Tenant Improvements, Tenant will cause Contractor to deliver to Landlord original certificates
of insurance evidencing the insurance coverage required above. Tenant will also cause Contractor to deliver to Landlord orig-
inal certificates of insurance evidencing the insurance coverage required above. Tenant will also cause Contractor to obtain
certificates or evidence of similar insurance from each of Contractor's subcontractors before their work commences and deliver
such certificates or evidence to Landlord. Each subcontractor must be covered by insurance of the same character and in the
same amount es specified for Contractor above, except that (i) a subcontractor's comprehensive general liability insurance will
have combined single limits not less than $2,000,000 per occurrence, if the total amount of Contractor's contract for the per-
formance of the Tenant Improvements is $150,000 or less, and not less than $5,000,000 per occurrence, if the total amount of
Contractor's contract is over $150,000 and (ii) so long as Contractor's builders risk policy covers all of the Tenant Improve-
ments, no subcontractor will be required to maintain builders risk insurance. Contractor and Landlord may agree to lesser limits
in writing because of the nature of the particular subcontract work.
12. Additional Requirements Concerning Tenant Improvements. The following additional requirements will
apply to the Tenant Improvements:
(a) All of Tenant's Work will be: (1) of a quality at least equal to Building Standard; (2) completed only accord-
ing to the Construction Documents approved by Landlord; (3) conducted in a manner so as to not unreasonably interfere with
or delay any other work or activities being carried on by Landlord or Landlord's contractors or other tenants; (4) designed,
performed and completed in substantial compliance with all applicable standards and regulations established by Landlord and
provided to Tenant in witing in advance of the commencement of construction of Tenant's Work as welt as all safety, fire,
plumbing and electrical and other codes and governmental and insurance requirements; (5) completed only by the Contractor
approved by Landlord; (6) coordinated by the approved Contractor so as to insure timely completion; and (7) performed and
conducted in such a manner so as not to alter the Building Structure or Mechanical System.
(b) Under no circumstances will Tenant, Contractor or any of their authorized representatives ever alter or mod-
ify or in any manner disturb any portion of the Mechanical System. Only with Landlord's express written permission will
Tenant, Contractor or their authorized representatives alter or modify or in any manner disturb any Branch (as defined below)
of any Central portion (as defined below) of any Mechanical System which serves or is located within the Premises. "Central"
means that portion of any Mechanical System which is within the core of the Building or the core of the Mechanical system or
that is common to or serves or exists for the benefit of other tenants in the Building, and "Branch" means that portion of any
Mechanical System which serves to connect or extend Central system to the Premises. Any and all interfacing with, or tie-ins
to, any Central Mechanical System or Branches will be scheduled with Landlord not later than five (5) days prior to the com-
mencement of any such work. Any such interfacing with, or tie-ins to, any such Mechanical System or Branches, and any
checks of such interfacing or tie-ins, will be performed only after the same have been scheduled with, and approved by, Land-
lord.
(c) Contractor may submit to Landlord written request for use of any Building Standard materials which have
been pre -stocked by Landlord. Any such request will indicate the quantity and description of the pre -stocked materials needed.
Contractor will be responsible for the relocation and allocation of any such materials to the Premises under the supervision of,
and only with the consent of, Landlord's Representative or contractor. Contractor will be solely and exclusively responsible for
signing for and verifying any such pre -stocked materials so used. Tenant will pay Landlord as a part of Tenant's Costs the value
of any pre -stocked materials so requested by Contractor from Landlord. The value of any such pre -stocked materials will be
determined by the quantities required in accordance with generally accepted costs in the metropolitan area in which the Building
is located.
B-6
PIER I IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 Strrra 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
(d) All construction personnel engaged in the performance of the Tenant Improvements must use the Building's
freight elevator and not the passenger elevators for access to the Premises. All deliveries of materials for use in connection with
the construction of the Tenant Improvements requiring the freight elevator of the Building must be scheduled in advance with
landlord. In addition, any of the Tenant Improvements which are to be are to be performed during hours other than Business
Hours must be scheduled in advance with Landlord.
(e) Tenant agrees that if Contractor fails to leave all Common Areas in a neat, clean, orderly and safe condition
at the end of each day during construction of the Tenant Improvements, Landlord will have the right to immediately take such
action as Landlord deems appropriate to render the Common Areas neat, clean, orderly and safe and Tenant will, upon Land-
lord's written demand, reimburse Landlord for all Landlord's costs of taking such action.
13. Landlord's Services; Construction Administration. During construction of the Tenant Improvements,
Landlord will provide the following services related to such construction, the cost of which will be paid by Landlord: all
electricity and other utilities; and the following costs that will be paid by Tenant as a part of Tenant's Costs: refuse removal
(including dumpsters), and any other services requested by Tenant or Contractor that Landlord agrees to provide and Tenant
accepts in writing (such as engineering, maintenance or housekeeping services). In addition, Landlord will provide construction
administration with respect to the Tenant Improvements and Tenant shall pay to Landlord a construction administration fee
equal to One and One Half percent (1.5%) of the cost of the Tenant Improvements ("Tenant Improvement Construction
Administration Fee"). All Tenant's Costs that are payable to Landlord will be paid by Tenant within thirty (30) days after the
date of Landlord's invoice.
14. Inspection; Stop Work; Non -complying Work. Landlord reserves the right to inspect the Tenant Improve-
ments in the Premises at all reasonable times, provided that such inspection(s) will in no way make Landlord responsible for
any of the Tenant Improvements and will not constitute a representation or warranty by Landlord as to the adequacy or suffi-
ciency of the Tenant Improvementsl provided that such inspection does not materially interfere with or unreasonably delay
construction of the Tenant Improvements. Landlord reserves the right to stop any and all work performed (or to be performed)
if Landlord reasonably considers any such work, or its performance, to be dangerous or creating a nuisance, or otherwise
injurious to Tenant, Landlord or any other Building tenants. If any inspection by Landlord reveals any items of the Tenant
Improvements that does not comply with Tenant's obligations under this Work Letter, Landlord may so notify Tenant in writing
and require that the item be corrected to so comply. Within ten (10) days after the date of any such notice from Landlord,
Tenant will begin correction of any such non -complying item and will then promptly and diligently pursue such correction to
completion. If any such item is not so corrected, Landlord may enter the Premises at any time upon written notice and correct
the item at Tenant's reasonable expense (to be paid by Tenant promptly upon demand).
15. Mechanics' Liens. In the conduct of the Tenant Improvements, Tenant will take all action necessary to en-
sure that no mechanic's or other liens attach to the Premises or Building. Without limitation, Tenant will post notices, with form
and content and in the manner as specified by any applicable law, notifying all persons or entities which may supply labor or
materials in connection with the Tenant Improvements that Landlord's interest in the Premises and Building will not be subject
to any lien for the same, If any such lien should be filed, the provisions of Section 8.3 of the Lease will apply.
16. Payment of Construction Allowance. Landlord agrees to pay Tenant the Construction Allowance, to be
applied to the cost of designing and performing the Tenant Improvements, in progress payments after the commencement of
the Tenant Finish Period. Such progress payments will be made not later than thirty (30) days after receipt by Landlord from
Tenant of copies of Tenant's paid invoices from Contractor (and, where applicable, copies of Contractor's invoices from its
subcontractors or suppliers) together with a certificate from Tenant's Architect (or other evidence satisfactory to Landlord)
indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such
invoices relate have been installed in, or delivered to, the Premises. Such progress payments will be made payable to Tenant,
and will be for the amount of the submitted invoices, less a ten percent (10%) retainage. As a condition precedent to Landlord's
issuing any such progress payment subsequent to the first such progress payment, Tenant will deliver to Landlord original lien
waivers from Contractor and any applicable subcontractor or supplier indicating the claims for mechanics' or materialmen's
liens with respect to the labor and materials reflected in the invoiced submitted for the immediately preceding progress payment
have been waived. A further condition precedent to Landlord's issuing the last such payment for the amount of the retainage
will be that Landlord has received from Tenant (either prior to or simultaneously with the issuance of such final payment) the
following: (a) written notice from Contractor and Tenant `s Architect (or other evidence satisfactory or Landlord) that the
Tenant Improvements has been completed (including completion of any punch list items); (b) final and unconditional original
B-7
PIER I IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
lien waivers from Contractor and all subcontractors, suppliers, materialmen and other parties who performed labor at, or sup-
plied materials to, the Premises in connection with the Tenant Improvements; and (c) a copy of the certificate of occupancy for
the Premises issued by the appropriate governmental authorities. Landlord will have no obligation to make any such progress
payment at any time that a Default exists under the Lease and the total of all such progress payments will in no event exceed
the amount of the Construction Allowance.
17. General. Failure by Tenant to pay any amounts due under this Work Letter will have the same effect as
failure to pay Rent under the Lease, and such failure or Tenant's failure to perform any of its other obligations under this Work
Letter will constitute a Default under Section 15.1(a)(1) of the Lease, entitling Landlord to all of its remedies under the Lease
as well as all remedies otherwise available to Landlord.
[END OF WORK LETTER]
B-8
PIER 1 IMPORTS BUILDING
PDAI DLN 5.28.19
OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
EXHIBIT C - NOTICE OF LEASE TERM
This NOTICE OF LEASE TERM ("NLT"), is given by Property Damage Appraisers, Inc., a Texas corporation as
Tenant, to Hertz Fort Worth Energy Way, LP a Delaware limited partnership, as Landlord, with respect to that certain Lease
dated , under which Tenant, has leased from Landlord certain Premises known as Suite #1900, of the
Pier 1 Imports Building, located at 100 Energy Way, Fort Worth, TX 76102.
In consideration of the mutual covenants and agreements stated in the Lease, and intending that this Agreement may
be relied upon by Landlord and any prospective purchaser or present or prospective Encumbrance holder, Tenant certifies and
confirms the following:
(a)
(b)
The Commencement Date is
The Expiration Date is
)0_
,20
Except for those terms expressly defined in this NLT, all initially capitalized terms will have the meanings stated for
such terms in the Lease.
EXECUTED THIS DAY OF , 20
Property Damage Appraisers, Inc.,E' corporation
By:
Print:
:4-_
' {~ A' 1
4-
C-1
PIER 1 IMPORTS BUILDING
FDA/ DLN 5.28.19
OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
EXHIBIT D - RULES & REGULATIONS
"Rules and Regulations" mean the contents of this Exhibit D, as modified, amended or revoked
by Landlord, from time to time. To the extent the Rules and Regulations conflict with the
Lease, then Lease shall control.
1. Landlord's Entry. Landlord may enter the Premises at all reasonable hours to perform its obligations under
this Lease. During the last twelve (12) months of the Term, Landlord may enter the Premises with reasonable prior notice to
Tenant to show the Premises to prospective tenants.
2. Right to Exclude. Landlord may require that Tenant, its Affiliates and guests comply with each reasonable
security measure that Landlord may establish as a condition for entry to the Premises, Building or Project. These measures may
include submitting to a search by persons or devices employed by Landlord, presenting an identification card or pass issued by
the government, Landlord, or both, being announced to Tenant and accepted as a visitor by Tenant, and signing a register on
entry and exit. Any person who cannot comply with these requirements may be excluded from the Project. If Landlord requires
a Building pass issued by Landlord as a condition of entry to the Premises, Building or Project, Landlord will furnish a Building
pass to all persons reasonably designated by Tenant in writing. Landlord may exclude or expel from the Project any person
who, in Landlord's reasonable opinion, is intoxicated or under the influence of alcohol or drugs.
3. Obstructions. Tenant will not cause the Common Areas, or sidewalks or driveways outside the Building to
be obstructed. Landlord may remove, at Tenant's expense, any such obstruction without prior notice to Tenant.
4. Trash. Tenant will place trash in proper receptacles in the Premises provided by Tenant at Tenant's cost, or
in Building receptacles designated by Landlord. Tenant may not litter in the Common Areas, or sidewalks or driveways outside
the Building.
5. Public Safety. Tenant will not throw anything out of doors, windows or skylights, down passageways or
over walls. Tenant will not use any fire exits or stairways in the Building except in case of emergency.
6. Keys and Locks. Landlord may from time to time install and change Iocks on entrances to the Project,
Building, Common Areas or Premises, and will provide Tenant a number of keys to meet Tenant's reasonable requirements.
Additional keys will be furnished by Landlord at Tenant's cost. At the end of the Term, Tenant will promptly return to Landlord
all keys for the Building and Premises issued by Landlord to Tenant. Unless Tenant obtains Landlord's prior written consent,
which shall not be unreasonably withheld, conditioned or delayed. Tenant will not add or change any locks on any door to, in
or about the Premises. If with Landlord's consent, Tenant installs any lock incompatible with the Building master locking
system, Tenant will: relieve Landlord of each Lease obligation that requires access to each affected area; indemnify Landlord
against any Claims resulting from forced entry to each affected area in an emergency; and, at the end of the Term, remove each
incompatible lock and replace it with a Building Standard lock at Tenant's expense.
7. Aesthetics. Unless Tenant obtains Landlord's prior written consent (which may be withheld in Landlord's
sole discretion), Tenant may not:
(a) Attach any awnings, signs, displays, window shades, blinds, draperies, or projections to either the outside
walls or windows of the Building, or to any part of the Premises visible from outside the Premises or install
any internal lighting that may be visible from the exterior of the Premises;
(b) Hang any non -Building Standard curtains, blinds, shades or screens in any window or door of the Premises;
(c) Coat or sunscreen the interior or exterior of any windows; or
(d) Place any objects on windowsills_
S. Directories and Signs. Tenant shall be identified on the Building's directory in the main lobby and the
Premises will be identified by one (1) Building Standard sign consisting of Tenant's name and suite number located at the
entrance to the Premises. In the event that multiple tenants are located on one floor, each tenant's suite shall be identified on a
floor lobby directory sign as well. The initial lobby directory listing, floor lobby directory sign, if applicable, and Premises sign
will be at Landlord's cost and expense, and any changes to the listing or sign will be made at Tenant's cost and expense.
D-1
PIER 1 IMPORTS BUILDING
PDAI DLN 5.28.19
OFFICE LEASE
SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
9. HVAC Operation. Tenant will not obstruct the HVAC convectors or diffusers, or adjust or interfere with
the HVAC system. Tenant will assist the HVAC system in maintaining comfort in the Premises by drawing shades, blinds and
other window coverings in the Premises as may be reasonably required. Tenant may not use any method of heating or cooling
the Premises other than that supplied by Landlord.
10. Plumbing. Tenant will use plumbing fixtures only for the purpose for which they are constructed. Tenant
will reimburse Landlord for any damage caused by Tenant's misuse of plumbing fixtures.
11. Equipment Location. Landlord may reasonably specify the location of any of Tenant's business machines,
mechanical equipment or other property that are unusually heavy, may damage the Building, or may cause vibration, noise or
annoyance to other tenants. Tenant will reimburse 'Landlord for any professional engineering certification or assistance
reasonably required to determine the location of these items.
12. Bicycles. Tenant may not bring bicycles or other vehicles into the Building or Premises. Bicycles and other
vehicles may only be parked in areas designated by Landlord.
13. Animals. Tenant may not bring any birds, fish, reptiles, amphibians, insects or animals, excepting seeing-
eye/assistance dogs, into the Building or Premises.
14. Carpet Protection. To protect carpeting in the Premises, Tenant will, at its own expense, install and maintain
pads to protect the carpet under all furniture having castors other than carpet castors.
15. Elevators. Any use of the elevators for purposes other than normal passenger use (such as moving to or from
the Building or delivering freight), whether during or after Business Hours, must be scheduled through the office ofthe Property
Manager. Tenant will reimburse Landlord for any extra costs incurred by Landlord in connection with any such non -passenger
use of the elevators.
16. Moving and Deliveries. Tenant's movers are subject to Landlord's reasonable approval. Moving of Tenant's
Personal Property and deliveries of materials and supplies to the Premises must be made during the times and through the
entrances, elevators and corridors reasonably designated by Landlord. Moving and deliveries may not be made through any of
the main entrances to the Building without Landlord's prior permission. Any hand truck or other conveyance used in the
Common Areas must be equipped with rubber tires and rubber side guards to prevent damage to the Building and its property.
Tenant will promptly reimburse Landlord for the cost of repairing any damage to the Building or its property caused by any
person making deliveries to the Premises.
17. Solicitation. Canvassing, soliciting and peddling in the Building are prohibited and Tenant will cooperate in
preventing the same.
18. Food. Only persons approved from time to time by Landlord may prepare, solicit orders for, sell, serve or
distribute food in or around the Project. Except as may be specified in the Lease or on construction drawings for the Premises
approved by Landlord, and except for microwave cooking, Tenant will not use the Premises for preparing or dispensing food,
or soliciting of orders for sale, serving or distribution of food.
19. Work Orders. Only authorized representatives of Tenant may request services or work on behalf of Tenant.
Tenant may not request that Building employees perform any work outside of their duties assigned by Landlord.
20. Smoking. Neither Tenant nor its Affiliates shall smoke or permit smoking in any part of the Premises,
Building, Common Areas or Project in which Landlord, in Landlord's sole discretion, prohibits smoking or in which smoking
is prohibited by law. Landlord may designate the entire Building, Common Areas or Project a no -smoking area.
21. Deleted.
22. Certificates of Insurance. Tenant is to provide Landlord with certificates of insurance as required by
Landlord, from each of contractor, vendor or agent performing work in, delivering products to, moving items into/out of the
Premises and/or Building.
23. Rules Applied. These Rules and Regulations apply equally to Tenant's Affiliates and others permitted by
Tenant to access, use or occupy the Premises.
D-2
PIER 1 IMPORTS BUILDING OFFICE LEASE
PDA! DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
EXHIBIT E - PARKING
1. Term. During the Term, if Tenant is not in default of the Lease, Tenant shall have the license to
utilize no more than Tenant's Parking Allotment in order to park only insured, registered, passenger, motor vehicles
(including cars, light trucks and vans, but excluding recreational vehicles, motorcycles, bicycles, segways and other
vehicles as reasonably determined by Landlord) (each, a "Vehicle") in the Parking Facilities.
2. Use. Tenant's Parking Allotment may be used only by Tenant's employees (each, a "Patron").
Patrons will be granted access to the parking facilities only upon signing Landlord's standard parking Iicense with
Landlord or Landlord's designated parking operator. Such parking license shall govern the relationship between any
Patron and Landlord or Landlord's designated parking operator. Storage of Vehicles overnight is prohibited.
3. Assignment. Except as permitted under Article 13 of the Lease, neither Tenant nor any Patron may
assign its license to park or its Parking Allotment. Landlord may freely assign Landlord's rights and obligations under
this exhibit to any successor owner or manager of the Parking Facilities.
4. Indemnification: Each party waives all claims against the other for damage to any property or
injury or death of any person in, upon or about the Parking Facility arising at any time and from any cause other than
the negligence or willful act of the other party, the employees or agents. This indemnity obligation shall include
reasonable attorneys' fees, investigation costs and all other reasonable and expenses incurred by a party from the first
notice that any claim or demand is to be made or may be made against that party. The provisions of this indemnity
shall survive the termination of the Lease with respect to any damage, injury or death occurring on or prior to such
termination.
5. Disclaimer. Each Patron only has a license to park in the Parking Facilities at the Patron's sole risk.
No bailment is created. Landlord is not obligated to secure or insure Vehicles or their contents, and is not responsible
for any fire, theft, damage or loss to any Vehicle or its contents. Attendants are present solely to assist Patrons and are
not required to verify ownership of Vehicles entering or exiting the Parking Facilities. Landlord does not represent,
guaranty or warrant that any communication or security systems, devices or procedures in the Parking Facilities will
be effective to prevent any loss, damage or injury to Tenant, Patrons or their guests. Landlord may discontinue or
modify any of these systems, devices or procedures at any time without any liability to Tenant, Patrons, or their guests.
6. Repairs, Improvements, Damage or Condemnation. If any Patron is unable to use the Parking
Facilities because of major repairs or improvements, damage or condemnation to the Parking Facilities or Project,
Landlord will not be in default of the Lease, but Tenant's or the Patron's obligation to pay monthly parking fees will
be abated for so long as the Parking Facilities cannot reasonably be used by the Patron and Landlord shall secure
alternate parking arrangements reasonably acceptable to Tenant until such Parking Facilities are available for use.
Abatement of Tenant's or the Patron's monthly parking fees and the securing of reasonably acceptable alternate
parking arrangements is Tenant's and the Patron's sole remedy if Landlord fails to provide Patron with use of the
Parking Facilities.
7. Rules and Regulations. This license is conditioned upon each Patron's compliance with the
following Parking Facilities rules and regulations ("Parking Rules and Regulations"):
(a) Patron may be required to display a sticker, tag or other identification;
(b) Vehicle must be parked entirely within the stall lines painted on the floor. Parking is prohibited in:
areas not striped for parking; aisles; areas where "No Parking" signs are posted; cross hatched areas;
and in such other areas as may be designated by Landlord including areas designated as "Visitor
Parking" or reserved spaces not licensed under the Lease;
(c) All directional signs and arrows must be observed;
(d) The speed limit shall be five (5) miles per hour, unless posted otherwise;
(e) Every Patron is required to park and lock his own car unless it is turned over to a Parking Facilities
valet, if any. All responsibility for damage to cars or persons or loss of personal possessions is
assumed by the Patron;
E- 1
PIER 1 IMPORTS BUILDING OFFICE LEASE
FDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
(h)
Spaces designated for compact Vehicles shall not be used by a full-sized Vehicle;
Parking Facilities' managers and attendants are not authorized to make or allow any exceptions to
Parking Rules and Regulations; and
Parking Rules and Regulations may be modified by Landlord with notice to Tenant.
$. Default. Tenant's failure to comply with the tertns of this license will be both a default of this
license and a default of the Lease, after expiration of the notice and cure period contained in Lease. In response to a
Tenant default under this license or under the Lease, Landlord, in addition to the remedies provided under the Lease,
may terminate Tenant's license to use the Parking Facilities. Landlord may refuse to permit any Patron, who violates
the Parking Rules and Regulations, to park in the Parking Facilities and may remove the Patron's Vehicle at the
Patron's and Tenant's expense, without any liability or interference with Tenant's right to quiet possession of the
Premises.
E-2
OFFICE LEASE
SUITE 1900
PIER 1 IMPORTS BUILDING
PDA/ DLN 5,28.19
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
EXHIBIT F -- LENDER'S STANDARD FORM OF SNDA
(For Recorder's Use Only)
SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
( (pool' , Loan No. )
THIS SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT AGREEMENT
(this "Agreement") is entered into as of , 20_ (the "Effective Date"), among
("Lender"), whose address is c/o Midland Loan Services, a
division of PNC Bank, National Association, 10851 Mastin Street, Suite 300, Overland Park, Kansas 66210
(Re: ; Loan No. ), , a
("Tenant"), whose address is , and
a ("Landlord"), whose address is
, with reference to the following facts:
A. Landlord owns the real property known as and having
a street address of , such real property, including all buildings, improvements, struc-
tures and fixtures located thereon, (all or any portion thereof being referred to herein as the "Landlord's
Premises"), as more particularly described on Exhibit A.
B. , a ("Original Lender") made a loan to Landlord in the
original principal amount of $ (the "Loan").
C. To secure the Loan, Landlord encumbered Landlord's Premises by entering into that certain
[Mortgage][Deed of Trust], [Assignment of Leases and Rents and Security Agreement] dated as of
in favor of [a trustee for the benefit of] Original Lender (as amended, increased, re-
newed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time, the "Se-
curity Instrument") recorded in the applicable land records of County,
D. Lender is now the holder of the Security Instrument and has authority to enter into this
Agreement.
E. Pursuant to a Lease dated as of together with any amendments,
modifications and renewals approved in writing by Lender to the extent such approval is required by the
Security Instrument (the "Lease"), Landlord demised to Tenant a portion of Landlord's Premises ("Tenant's
Premises").
F. Lender has been requested by Landlord and Tenant to enter into this Agreement, and Ten-
ant and Lender desire to agree upon the relative priorities of their interests in Landlord's Premises and their
rights and obligations if certain events occur.
NOW, THEREFORE, for good and sufficient consideration, Tenant and Lender agree:
1. Definitions. The following terms shall have the following meanings for purposes of this Agreement:
3
PIER 1 IMPORTS BUILDENG OFFICE LEASE
PDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
"Construction -Related Obligation" means any obligation of Former Landlord (as hereinafter de-
fined) under the Lease to make, pay for, or reimburse Tenant for any alterations, demolition, or
other improvements or work at Landlord's Premises, including Tenant's Premises. "Construction-
Rellated Obligation" shall not include: (a) reconstruction or repair following any fire, casualty or
condemnation which occurs after the date of attornment hereunder, but only to the extent of the
insurance or condemnation proceeds actually received by Successor Landlord for such reconstruc-
tion and repair, less Successor Landlord's actual expenses in administering such proceeds; or (b)
day-to-day maintenance and repairs.
1.2. "Foreclosure Event" means (a) foreclosure under the Security Instrument; (b) any other exercise
by Lender of rights and remedies (whether under the Security Instrument or under applicable law,
including bankruptcy law) as holder of the Loan and/or the Security Instrument, as a result of
which Successor Landlord becomes owner of Landlord's Premises; or (c) delivery by Former
Landlord to Lender (or its designee or nominee) of a deed or other conveyance of Former Land-
lord's interest in Landlord's Premises in lieu of any of the foregoing.
1.3. "Former Landlord" means Landlord and/or any other party that was landlord under the Lease at
any time before the occurrence of any attornment under this Agreement.
1.4. "Offset Right" means any right or alleged right of Tenant to any offset, defense (other than one
arising from actual payment and performance, which payment and performance would bind a Suc-
cessor Landlord pursuant to this Agreement), claim, counterclaim, reduction, deduction, or abate-
ment against Tenant's payment of Rent or performance of Tenant's other obligations under the
Lease, arising (whether under the Lease or other applicable law) from acts or omissions of Former
Landlord and/or from Former Landlord's breach or default under the Lease.
1.5. "Rent" means any fixed rent, base rent or additional rent under the Lease.
1.6. "Successor Landlord" means any party that becomes owner of Landlord's Premises as the result
of a Foreclosure Event.
1.7. "Termination Right" means any right of Tenant to cancel or terminate the Lease or to claim a
partial or total eviction arising (whether under the Lease or under applicable law) from Former
Landlord's breach or default under the Lease.
2. Subordination. The Lease, and all right, title and interest of the Tenant thereunder and of the Tenant to
and in the Landlord's Premises, are, shall be, and shall at all times remain, subject and subordinate to
the Security Instrument, the lien imposed by the Security Instrument, and all advances made under the
Security Instrument.
3. Payment to Lender. In the event Tenant receives written notice (the "Rent Payment Notice") from
Lender or from a receiver for the Landlord's Premises that there has been a default under the Security
Instrument and that rentals due under the Lease are to be paid to Lender or to the receiver (whether
pursuant to the terms of the Security Instrument or of that certain Assignment of Rents and Leases
executed. by Landlord as additional security for the Loan), Tenant shall pay to Lender or to the receiver,
or shall pay in accordance with the directions of Lender or of the receiver, all Rent and other monies
due or to become due to Landlord under the Lease, notwithstanding any contrary instruction, direction
or assertion of Former Landlord. Landlord hereby expressly and irrevocably directs and authorizes
Tenant to comply with any Rent Payment Notice, notwithstanding any contrary instruction, direction
4
PIER 1 IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
or assertion of Landlord, and Landlord hereby releases and discharges Tenant of and from any liability
to Landlord on account of any such payments. The delivery by Lender or the receiver to Tenant of a
Rent Payment Notice, or Tenant's compliance therewith, shall not be deemed to: (i) cause Lender to
succeed to or to assume any obligations or responsibilities as landlord under the Lease, all of which
shall continue to be performed and discharged solely by the applicable Landlord unless and until any
attornment has occurred pursuant to this Agreement; or (ii) relieve the applicable Former Landlord of
any obligations under the Lease. Tenant shall be entitled to rely on any Rent Payment Notice. Tenant
shall be under no duty to controvert or challenge any Rent Payment Notice. Tenant's compliance with
a Rent Payment Notice shall not be deemed to violate the Lease. Tenant shall be entitled to full credit
under the Lease for any Rent paid to Lender pursuant to a Rent Payment Notice to the same extent as
if such Rent were paid directly to Former Landlord.
4. Nondisturbance, Recognition and Attornment.
4.1. No Exercise of Security Instrument Remedies against Tenant. So long as (i) the Lease has not
expired or otherwise been terminated by Former Landlord and (ii) there is no existing default
under or breach of the Lease by Tenant that has continued beyond applicable cure periods (an
"Event of Default"), Lender shall not name or join Tenant as a defendant in any exercise of Lend-
er's rights and remedies arising upon a default under the Security Instrument unless applicable law
requires Tenant to be made a party thereto as a condition to proceeding against Former Landlord
or prosecuting such rights and remedies, In the latter case, Lender may join Tenant as a defendant
in such action only for such purpose and not to terminate the Lease or otherwise diminish or in-
terfere with Tenant's rights under the Lease or this Agreement in such action.
4.2. Nondisturbance and Attornment. So long as (i) the Lease has not expired or otherwise been ter-
minated by Former Landlord, (ii) an Event of Default has not occurred, and (iii) no condition
exists which would cause or entitle Former Landlord to terminate the Lease on its terms, or to
dispossess the Tenant that would not be an Event of Default, then, if and when Successor Landlord
takes title to Landlord's Premises: (a) Successor Landlord shall not terminate or disturb Tenant's
possession of Tenant's Premises under the Lease, except in accordance with the terms of the Lease
and this Agreement; (b) Successor Landlord shall be bound to Tenant under all the terms and
conditions of the Lease (except as provided in this Agreement); (c) Tenant shall recognize and
attorn to Successor Landlord as Tenant's direct landlord under the Lease as affected by this Agree-
ment; (d) the Lease shall continue in full force and effect as a direct lease, in accordance with its
terms (except as provided in this Agreement), between Successor Landlord and Tenant; and (e)
Successor Landlord shall have all the rights an.d remedies of the landlord under the Lease, includ-
ing, without limitation, rights or remedies arising by reason of any Event of Default by Tenant
under the Lease, whether occurring before or after the Successor Landlord takes title to the Land-
lord's Premises.
4.3. Pr tection of Successor Landlord. Notwithstanding anything to the contrary in the Lease or the
Security Instrument, neither Lender nor Successor Landlord shall be liable for or bound by any of
the following matters:
a. Claims against Former Landlord. Any Offset Right or Termination Right that Tenant may have
against any Former Landlord relating to any event or occurrence before the date of attornment,
including any claim for damages of any kind whatsoever as the result of any breach by Former
Landlord that occurred before the date of attornment. The foregoing shall not limit Tenant's right
to exercise against Successor Landlord any Offset Right or Termination Right otherwise available
to Tenant because of events occurring after the date of attornment.
5
PIER 1 IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
a. Construction -Related Obligations. Any Construction -Related Obligation of Former Landlord.
b. Prepayments. Any payment of Rent that Tenant may have made to Former Landlord for more than
the current month.
c. Payment Security Deposit. Any obligation: (a) to pay Tenant any sum(s) that any Former Land-
lord owed to Tenant or (b) with respect to any security deposited with Former Landlord, unless
such security was actually delivered to Lender or to Successor Landlord.
d. Modification, Amendment or Waiver. Any modification or amendment of the Lease, or any waiver
of any terms of the Lease, made without Lender's written consent if such consent is required by the
Security instrument.
e. Surrender, Etc. Any consensual or negotiated surrender, cancellation, or termination of the Lease,
in whole or in part, agreed between Former Landlord and Tenant, unless effected unilaterally by
Tenant pursuant to the express terms of the Lease.
f. Partial Lease Assignment. Any assignment of one or more provisions of the Lease or the beneficial interest
therein not constituting the whole of the Lease.
g. Covenants. Any covenants or obligations of or applicable to Former Landlord to the extent they
apply to or affect any property other than Landlord's Premises.
5. Lender's Right to Cure.
5.1. Notice to Lender. Copies of all notices and other communications given by Tenant to Former
Landlord of a breach of or default under the Lease by Former Landlord shall also be simultane-
ously provided to Lender. Notwithstanding anything to the contrary in the Lease or this Agree-
ment or the Security Instrument, before exercising any Termination Right or Offset Right, Tenant
shall provide Lender with notice of the breach or default by Former Landlord giving rise to same
(the "Default Notice") and, thereafter, the opportunity to cure such breach or default as provided
for below.
5.2. Lender's Cure Period. After Lender receives a Default Notice, Lender shall have a period of thirty
(30) days beyond the time available to Former Landlord under the Lease in which to cure the
breach or default by Former Landlord, or, in the event that such cure cannot be completed within
such cure period, Lender shall have such reasonable period of time as is required to diligently
prosecute such cure to its completion. Lender shall have no obligation to cure (and shall have no
liability or obligation for not curing) any breach or default by Former Landlord.
6. Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the
Lease, upon any attornment pursuant to this Agreement, the Lease shall be deemed to have been auto-
matically amended to provide that Successor Landlord's obligations and liabilities under the Lease shall
never extend beyond Successor Landlord's (or its successors' or assigns') interest, if any, in Landlord's
Premises from time to time, including insurance and condemnation proceeds (except to the extent re-
invested in the Landlord's Premises), Successor Landlord's interest in the Lease, and the proceeds from
any sale or other disposition of Landlord's Premises by Successor Landlord (collectively, "Successor
Landlord's Interest"). Tenant shall look exclusively to Successor Landlord's Interest (or that of its
successors and assigns) for payment or discharge of any obligations of Successor Landlord under the
6
PIER 1 IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
Lease as affected by this Agreement. If Tenant obtains any money judgment against Successor Land-
lord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant
shall look solely to Successor Landlord's Interest (or that of its successors and assigns) to collect such
judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of
Successor Landlord_
7. MisceIIaneous.
7.1. Notices. All notices or other communications required or permitted under this Agreement shall be
in writing and given by personal delivery or by nationally recognized overnight courier service
that regularly maintains records of items delivered. Each party's address is as set forth in the
opening paragraph of this Agreement, subject to change by notice under this paragraph. Notices
shall be effective upon delivery if sent by personal delivery and the next business day after being
sent by overnight courier service.
7.2. Successors and Assigns. This Agreement shall bind and benefit the parties, their successors and
assigns, any Successor Landlord, and its successors and assigns. Upon assignment of the Security
Instrument by Lender, all Liability of the Lender/assignor shall terminate.
7.3. Entire Agreement. This Agreement constitutes the entire agreement between Lender and Tenant
and Landlord regarding the subordination of the Lease to the Security Instrument and the rights
and obligations of Tenant, Lender and Landlord as to the subject matter of this Agreement.
7.4. Interaction with Lease and with Security Instrument. If this Agreement conflicts with the Lease,
then this Agreement shall govern as between the parties and any Successor Landlord, including
upon any attornment pursuant to this Agreement. This Agreement supersedes, and constitutes full
compliance with, any provisions in the Lease that provide for subordination of the Lease to, or for
delivery of non -disturbance agreements by the holder of, the Security Instrument. Lender con-
firms that Lender has consented to Landlord's entering into the Lease.
7.5. Lender's Rights and Obligations.
a. Except as expressly provided for in this Agreement, Lender shall have no obligations to Tenant
with respect to the Lease. If an attornment occurs pursuant to this Agreement, then all rights and
obligations of Lender under this Agreement shall terminate, without thereby affecting in any way
the rights and obligations of Successor Landlord provided for in this Agreement.
b. Neither this Agreement, the Security Instrument or any of the related loan documents, nor the
Lease shall, prior to any acquisition of Landlord's Premises by Lender, operate to give rise to or
create any responsibility or liability for the control, care, management or repair of the Landlord's
Premises upon the Lender, or impose responsibility for the carrying out by Lender of any of the
covenants, terms or conditions of the Lease, nor shall said instruments operate to make Lender
responsible or liable for any waste committed on the Landlord's Premises by any party whatsoever,
or for dangerous or defective conditions of the Landlord's Premises, or for any negligence in the
management, upkeep, repair or control of the Landlord's Premises, which may result in loss, injury
or death to Tenant, or to any tenant, licensee, invitee, guest, employee, agent or stranger.
c. Lender may assign to any person or entity its interest under the Security Instrument and/or the
related loan documents, without notice to, the consent of, or assumption of any liability to, any
7
PIER 1 IMPORTS Btlii_DNG
PDA/ DLN 5.28.19
OFFICE LEASE
surrE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
other party hereto. In the event Lender becomes the Successor Landlord, Lender may assign to
any other party its interest as the Successor Landlord without the consent of any other party hereto.
7.6. Landlord's Rights and Obligations. Nothing herein contained is intended, nor shall it be construed,
to abridge or adversely affect any right or remedy of Landlord under the Lease, including upon
the occurrence of an Event of Default by Tenant under the Lease. This Agreement shall not alter,
waive or diminish any of Landlord's obligations under the Security Instrument, any of the related
loan documents, or the Lease.
7.7. Option or Right to Purchase Landlord's Premises or the Loan. Notwithstanding any other provision
contained herein, this Agreement does not constitute an agreement by nor a consent of Lender to
any provision whatsoever in the Lease allowing or providing for any right or option to Tenant, any
affiliate of Tenant or any successor or assignee of Tenant to purchase, in whole or in part, either
Landlord's Premises or the Loan or any of the instruments or documents evidencing the Loan or
securing payment of the Loan and neither Lender nor any assignee of or successor to Lender shall
be bound in any way by any such right or option.
7.8. Interpretation, Governing Law. The interpretation, validity and enforcement of this Agreement
shall be governed by and construed under the internal laws of the state where the Landlord's Prem-
ises are located, excluding its principles of conflict of laws.
7.9. Amendments. This Agreement may be amended, discharged or terminated, or any of its provisions
waived, only by a written instrument executed by the parties hereto.
7.10. Due Authorization. Each party represents that it has full authority to enter into this Agreement,
which has been duly authorized by all necessary actions.
7.11. Execution. This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same instrument.
7.12. Attorneys' Fees. All costs and attorneys' fees incurred in the enforcement hereof shall be paid by
the non -prevailing party.
7.13. Headings. The headings in this Agreement are intended to be for convenience of reference only,
and shall not define the scope, extent or intent or otherwise affect the meaning of any portion
hereof.
7.14. WAIVER OF JURY TRIAL. THE TENANT AND THE LANDLORD EACH HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AFTER CAREFUL CONSIDER-
ATION AND AN OPPORTUNITY TO SEEK LEGAL ADVICE, WAIVE THEIR RESPECTIVE
RIGHTS TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT
OF OR IN ANY WAY CONNECTED WITH ANY OF THE PROVISIONS OF THIS AGREE-
MENT, OR ANY OTHER DOCUMENTS EXECUTED IN CONJUNCTION HEREWITH, ANY
TRANSACTION CONTEMPLATED BY THIS AGREEMENT, THE LANDLORD'S PREM-
ISES, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LANDLORD, TENANT OR
LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO EN-
TER INTO THIS AGREEMENT.
(REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)
8
PIER 1 IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
IN WITNESS WHEREOF. this Agreement has been duly executed by Lender, Tenant and Landlord
as of the Effective Date.
STATE OF KANSAS
COUNTY OF JOHNSON
) ss.
)
LENDER:
By: Midland Loan Services, a division of PNC Bank,
National Association as its Master Servicer and
attorney in fact
By:
Name:
Title:
On this _ day of , 20_, before me, a Notary Public in and for the State of Kansas, person-
ally appeared , personally known to me (or proved to me on the basis of satisfactory evi-
dence) to be the person who executed this instrument, on oath stated that he was authorized to execute the
instrument, and acknowledged that he is the Senior Vice President and Servicing Officer of Midland Loan
Services, a division of PNC Bank, National Association to be the free and voluntary act and deed of said
company for the uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first
above written.
(seal)
(Print Name)
NOTARY PUBLIC in and for the State of
Kansas.
My appointment expires
9
PIER 1 IMPORTS BUILDING OFFICE LEASE
FDA/ DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
STATE OF
COUNTY OF
TENANT:
a
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of , 20 , by
as of , on behalf of the
Ile/She is personally known to me or has produced a driver's license as identification.
NOTARY PUBLIC, STATE OF
Print or Stamp Name of Notary
My Commission Expires: [Notarial Seal]
1Q
PIER 1 IMPORTS BUILDING OFFICE LEASE
PDA/ DLN 5.28.19 SUITE 190D
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
STATE OF
COUNTY OF
LANDLORD:
a
By:
Name:
Title:
The foregoing instrument was acknowledged before me this _ day of , 20_, by
as of , on behalf of the
. He/She is personally known to me or has produced a driver's license as identification.
NOTARY PUBLIC, STATE OF
Print or Stamp Name of Notary
My Commission Expires: [Notarial Seal]
1I
PIER. 1 IMPORTS BUILDING OFFICE LEASE
PDA/ DLit/ 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
JOINDER OF GUARANTOR
The undersigned guarantor of Tenant's obligations under the Lease (a "Guarantor"), consents to
Tenant's execution, delivery and performance of the foregoing Agreement. From and after any attornment
pursuant to the foregoing Agreement, that certain [Guaranty] dated , 20_ (the "Guar-
anty") executed by Guarantor in favor of shall automatically benefit and be en-
forceable by Successor Landlord with respect to Tenant's obligations under the Lease as affected by the
foregoing Agreement. Successor Landlord's rights under the Guaranty shall not be subject to any defense,
offset, claim, counterclaim, reduction or abatement of any kind resulting from any act, omission or waiver
by any Former Landlord for which Successor Landlord would, pursuant to the foregoing Agreement, not
be liable or answerable after an attornment. The foregoing does not limit any waivers or other provisions
contained in the Guaranty. Guarantor confirms that the Guaranty is in full force and effect and Guarantor
presently has no offset, defense (other than any arising from actual payment or performance by Tenant,
which payment or performance would bind a Successor Landlord under the foregoing Agreement), claim,
counterclaim, reduction, deduction or abatement against Guarantor's obligations under the Guaranty.
STATE OF
COUNTY OF
GUARANTOR:
a
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of , 20 , by
as of , on behalf of the
He/She is personally known to me or has produced a driver's license as identification.
NOTARY PUBLIC, STATE OF
Print or Stamp Name of Notary
My Commission Expires: [Notarial Seal]
12
PIER 1 IMPORTS BUILDING OFFICE LEASE
SUITE 1900
PDA/ DLN 5.28.19
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081 FA11072
EXHIBIT A
LEGAL DESCRIPTION
F-1
PIER ONE BUILDING OFFICE LEASE
PDAI DLN 5.28.19 SUITE 1900
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
Exhibit B
FF&E TO BE CONVEYED FROM TENANT TO LANDLORD
1. All kitchen appliances, including, but not limited to, refrigerators, ice makers, coffee makers,
water dispensers, and microwaves;
2. All multi -media related equipment, including, but not limited to, televisions, displays, and
cabling
3. The following server room equipment:
2 - enclosed server racks
Tripp Lite 48U Rack Enclosure Server Cabinet 48" Deep w/ Doors & Sides
Mfg. Part#: SR48UBDP
UNSPSC: 24102001
CDW #: 3656797
1 open server rack
Tripp Lite — 48U
5 - APC Smart -UPS X 2000VA Rack/Tower LCD 100-127V controllers
(SMX2000RMLV2U)
20 - APC Smart -UPS X 120V External Battery Pack Rack/Tower (SMX12ORMBP2U)
1 - Ruckus Wireless ZoneDirector 1200
4 — Ruckus 710 Access Points
6 — Leviton Cat6 48 port patch panels
1 — LG 18k BTU Cooling 17.0 Seer2 wall mounted air conditioner
All cabling and patch cables
Termination of Office Lease —100 Energy Way
Property Damage Appraisers, LLC
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
Exhibit C
ITEMS TO BE RETAINED BY TENANT
1. IT equipment, including, but not limited to, servers, NAS devices, Cisco Routers, network security
devices, Ubiquity and Cisco switches, all desktop printers, and cabling.
2. Other office equipment, including, but not limited to, the three leased, non -owned, Ricoh copy
machines, and desk monitor risers, not to exceed a total count of 15.
3. Other furniture, one brown leather couch currently in the President's office, one brown leather
chair, currently in the President's office, and office chairs located at employees' desks, not to
exceed a total count of 15.
Termination of Office Lease —100 Energy Way
Property Damage Appraisers, LLC
DocuSign Envelope ID: EC52C670-7E49-4259-B84B-42081FA11072
Exhibit D
MOVE -OUT CHECKLIST
Building Name: Future City Hall f/k/a Pier 1 Imports Building
Tenant Name: Property Damage Appraisers, LLC
Suite: 1900 RSF: 22,414; Rent Stop Date: TBD
Tenant Contact and Forwarding Address:
Attention:
Return Items
Keys -
Access Cards -
Door Codes —
Mutual Walk Through of Suite 1900
Damages — Provide detailed explanation:
Sr. Facilities Manager Property Damage Appraisers, LLC:
Date: Date:
Termination of Office Lease —100 Energy Way
Property Damage Appraisers, LLC
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/22/23 M&C FILE NUMBER: M&C 23-0696
LOG NAME: 21 PDA, PROPERTY DAMAGE APPRAISERS, AKA, ALACRITY SOLUTIONS
SUBJECT
(CD 9) Authorize Early Termination of Office Lease with Property Damage Appraisers, LLC, Formerly Known as Property Damage Appraisers,
Inc., for Suite 1900 in the Future City Hall Located at 100 Energy Way, Fort Worth, Texas 76102 in Exchange for a Payment from Property Damage
Appraisers, LLC in the Amount of $1,098,189.95, Adopt Appropriation Ordinances, and Amend the Fiscal Year 2023 Adopted Budget
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the early termination of office lease with Property Damage Appraisers, LLC, formerly Known as Property Damage Appraisers,
Inc., for suite 1900 in the future City Hall building located at 100 Energy Way, Fort Worth, Texas 76102;
2. Accept a one-time payment of $1,098,189.95 from Property Damage Appraisers, LLC for the early termination of the office lease;
3. Adopt the attached appropriation ordinance to increase appropriations in the General Fund in the amount of $1,098,189.95, for the purpose
of transferring to the General Capital Projects Fund;
4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the General Capital Projects Fund City Hall
Move 100 Energy Way Project in the amount of $1,098,189.95 for the purpose of funding operating costs associated with the renovation of
Suite 1900 at the future City Hall (City Project No. 103133); and
5. Amend the Fiscal Year 2023 Adopted Budget.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize an early termination of the office lease with Property Damage
Appraisers, LLC , formerly Known as Property Damage Appraisers, Inc., for suite 1900, consisting of the entirety of the 19th floor or approximately
22,414 rentable square feet of space, in the future City Hall building located at 100 Energy Way, Fort Worth, Texas 76102. On December 15th,
2020, the City Council authorized the acquisition of the building from Hertz Fort Worth Energy Way L.P. and accepted assignment of the building's
existing leases, including the lease with Property Damage Appraisers, Inc. (M&C 20-0910).
The total remaining amount of rent and electricity payable to the City of Fort Worth (City) under the lease as of January 1, 2024 is $3,858,032.85.
However, Property Management staff has determined that an early termination of the office lease in exchange for a one-time payment of
$1,098,189.95 would be in the best interests of the City. If approved, the office lease would be amended to provide for a termination date of
October 31, 2023. Property Damage Appraisers, LLC would continue to pay rent until they vacate the premises, amounting to approximately
$103,020.87. The lease would also be amended to provide that any holdover of the lease after November 30, 2023 would be paid by Property
Damage Appraisers, LLC at a prorated amount of 150% of the current lease rent schedule outlined in the office lease.
An early termination of the office lease will allow the City to more quickly program and utilize space on the 19th floor. The City intends to use the
revenue from the early termination payment of $1,098,189.95 to offset future borrowing requirements related to improvements associated with the
new City Hall. Staff will return to Council with an M&C to appropriate the revenue at the time debt is issued for this purpose.
The property is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and authorization of the amendment, funds will be deposited
into the General Capital Projects Fund. The Property Management Department (and Financial Management Services) is responsible for the
collection and deposit of funds due to the City.
Submitted for City Managers Office by: Dana Burghdoff 8018
Originating Business Unit Head:
Additional Information Contact:
Expedited
Ricardo Salazar 8379