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HomeMy WebLinkAboutResolution Central City Local Government Corporation (CCLGC) FWCCLGC-2015-02RESOLUTION CCLGC-2015-02 CENTRAL CITY LOCAL GOVERNMENT CORPORATION RESOLUTION OF THE BOARD OF TRUSTEES Authorizing Access Easement to Pinnacle Bankfor the Parking Garage to be Located in the 200 Block of Fifteenth Street WHEREAS, the Central City Local Government Corporation (the "Corporation") was incorporated on May 3, 2005 under the provisions of Subchapter D, Chapter 431 of the Texas Transportation Code and Chapter 394 of the Texas Local Government Code organized for the benefit of the City of Fort Worth (the "City"), specifically for the purpose of aiding, assisting, and acting on behalf of the City of Fort Worth in the exercise of its powers to accomplish any governmental purpose of the City and in the promotion of the common good and general welfare of the City; and WHEREAS, the Lancaster Corridor Redevelopment, LLC ("Developer") is a sole purpose entity created by the Fort Worth Local Development Corporation for the purpose of facilitating the development of a mixed use project called Pinnacle Bank Place located along Lancaster Avenue between Throckmorton Street and Jennings Street, and between Jennings Street and Monroe Street in order to promote revitalization of the area and to benefit the citizens of Fort Worth by creating affordable housing, retail, jobs and commercial opportunities in an area in need of revitalization ("Project"); WHEREAS, Corporation is assisting the City in promoting growth and economic development within the Central City area by constructing a parking garage, with approximately 453 parking spaces, on property located in the 200 block of Fifteenth Street (the "Parking Garage"), which Parking Garage will serve the owners and tenants of the Project, members of the public, and others; WHEREAS, Corporation has entered into two parking leases with Developer that encompass the entire Parking Garage, and Developer has entered into a parking sublease with Pinnacle Bank ("Parking Sublease"), who will be the owner of a unit on the ground floor of the Project ("Bank Unit"), to provide parking for the benefit of the Bank Unit; WHEREAS, Pinnacle Bank has required the Corporation grant Pinnnacel Bank an easement to park in the garage as a condition to purchasing the Bank Unit from Developer and CCLGC has agreed and desires to grant an easement to Pinnacle Bank on the terms and conditions set forth herein. NOW THEREFORE, BE IT RESOLVED BY THE BOARD: RESOLUTION NO. CCLGC-2015-02 PAGE 2 Section 1. That the President is hereby authorized to execute a non-exclusive access easement that is consistent with the access, uses, terms and conditions as set forth in the Parking Sublease, a copy of which is attached hereto. Section 2. That this Resolution shall take effect immediately from and after its passage. Adopted this 17th day of March, 2015. Approved lesilt SUBLEASE AGREEMENT Between LANCASTER CORRIDOR REDEVELOPMENT, LLC a Texas limited liability company as Sublandlozd and PINNACLE BANK, a Texas banking association as Subtenant PARKING SUBLEASE AGREEMENT This P RKING SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of by and between LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas invite liability company ("Sublandlord") and PINNACLE BANK, a Texas banking association ("Subtenant"). RECITALS A. Owner is the owner of the Land. B. Owner has contracted with Sublandlord to cause the development of the Parking Garage to serve the public and to serve the tenants and owners of Pinnacle Bank Place Development to be developed by Sublandlord, which will be comprised of a building known as Pinnacle Bank Place; C. Sublandlord is the tenant under the 282 Parking Garage Lease; D. Subtenant, as lender, is providing construction and long term financing for Sublandlord's Construction Loan for the Pinnacle Bank Place Development, and Subtenant has also agreed to purchase from Sublandlord the Bank Unit in Pinnacle Bank Place pursuant to the Purchase Contract between the Sublandlord and Subtenant; E. Subtenant desires to lease from Sublandlord, and Sublandlord desires to lease and demise to Subtenant, the Premises located in the Parking; and F. Subtenant intends to rely on the parking spaces leased under this Sublease to satisfy the parking needs of the users of the Bank Unit; and G. Sublandlord acknowledges the extent and significance of Subtenant's reliance upon the parking spaces leased under this Sublease; NOW, THEREFORE, for and in consideration of the above and foregoing premises and the mutual covenants and agreements set forth herein, together with other good and valuable consideration, the receipt and sufficiency of which is hereby confirmed and acknowledged by each of the parties hereto, the undersigned Sublandlord and Subtenant do hereby agree as follows: AGREEMENT ARTICLE 1— DEFINITIONS The provisions of this Article 1 are an integral part of this Lease and all of the terms hereof are incorporated into this Lease in all respects and for all purposes. In addition to the other terms which are elsewhere defined in this Lease, the following capitalized terms, whenever Parking Garage Sublease — LLC to Pinnacle Page 2 of 28 used in this Lease, have the meanings set forth in this Article 1, and only such meanings, unless such meanings are expressly contradicted, limited or expanded elsewhere herein: "282 Parking Garage Lease." The lease agreement dated as of by and between the Sublandlord as the tenant and Owner as the landlord with respect to the Premises. "Applicable Environmental Law." Any statutory law, regulation, or case law pertaining to health or the environment, or oil or petroleum products, or Hazardous Substances, including without limitation: (i) CERCLA; (ii) the Hazardous Materials Transport Act as codified at 42 U.S.C. § 1801 et seq., as amended; (iii) the Resource Conservation and Recovery Act as codified at 42 U.S.C. § 6901 et seq., as amended; and any so-called "Superfund" or "Superlien" law, or any other applicable legal requirement presently in effect or hereafter enacted. "Bank Unit." The Bank Unit as described in the Master Declaration, which Subtenant has agreed to purchase from Sublandlord pursuant to the Purchase Contract. "Casualty." Loss or damage caused by fire or other casualty. "CERCLA." The Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") as codified at 42 U.S.C. § 9601 et seq., as amended. "Commencement Date." The date the Premises are Ready for Occupancy. "Common Areas." Any and all interior or exterior areas of the Parking Garage not specifically demised and leased to Subtenant or to other tenants, as identified on Exhibit "C" attached to this Sublease. "Drive-Thru Spaces." Areas consisting of two drive through lanes on the first floor of the Parking Garage to be used by Subtenant and Subtenant's agents, representatives, employees, customers and invitees, as more particularly described in Exhibit "A" attached to this Sublease. "Event of Default." Has the meaning set forth in Section 12 of this Sublease. "Hazardous Substances." Has the meaning specified for such term in CERCLA; provided, however, that (a) if CERCLA is amended to broaden the meaning of any term defined thereby, such broadened meaning will apply after the effective date of such amendment; (b) to the extent that Texas law establishes a meaning for "Hazardous Substance" that is broader than that specified in CERCLA, such broader meaning will apply; and (c) "Hazardous Substances" will also be defined to include oil, petroleum products, extremely flammable substances, explosives, and radioactive materials. "Indemnified Parties." Sublandlord, together with its officers, directors, employees, servants and agents. "Land." The real property described on Exhibit "A" to this Sublease Parking Garage Sublease —LLC to Pinnacle Page 3 of 28 "Master Condominium." The Condominium as described in the Master Condominium Declaration. "Master Declaration." The condominium declaration filed or to be filed in the Official Public Records of Tarrant County, Texas, by the Sublandlord as the Declarant. "Master Landlord." Owner, as the landlord of the 282 Parking Garage Lease. "Owner." The Central City Local Government Corporation, a Texas public nonprofit corporation. "Parking Garage." A parking garage containing approximately 453 parking spaces located on the Land. "Pinnacle Bank Place." The improvements to be developed in the Pinnacle Bank Place Development. "Pinnacle Bank Place Development." The development by Sublandlord that will be located adjacent to and near the Land and will consist of a multi -level mixed -use building consisting approximately 160,000 square feet of residential and retail space, that will be a Master Condominium created pursuant to the Master Declaration consisting of the Residential Apartment Unit, the Retail Unit and the Bank Unit. "Premises." The Reserved Spaces and the Drive-Thru Spaces, as more particularly described on Exhibit "A". "Purchase Contract." The contract for Subtenant to purchase the Bank Unit from Sublandlord. "Ready for Occupancy." The date that the Premises are made available for use by Subtenant for daily parking, but in no event prior to the date that the Bank Unit is completed and ready for occupancy by the Subtenant. "Recognition Agreement." The Recognition Agreement set forth on Exhibit "E" attached to this Sublease. "Release." Has the meaning specified for such tern in CERCLA; rop vided, however, that (a) if CERCLA is amended to broaden the meaning of any term defined thereby, such broadened meaning will apply after the effective date of such amendment; (b) to the extent that Texas law establishes a meaning for "Release" that is broader than that specified in CERCLA, such broader meaning shall apply. Parking Garage Sublease — LLC to Pinnacle Page 4 of 28 "Rent." The amount of Eight Hundred Fifty Thousand and No/100 Dollars, consisting of Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00) for the Reserved Spaces and Four Hundred Thousand and No/l 00 ($400,000.00) for the Drive Thru Spaces. "Reserved Spaces." The 30 marked, reserved spaces to be located on the first two floors of the Parking Garage for the use by Subtenant and Subtenant's agents, representatives, employees, customers and invitees, as more particularly described in Exhibit "A" attached to this Sublease. "Residential Apartment Unit." The Residential Apartment Unit described in the Master Declaration. "Retail Unit." The Retail Unit described in the Master Declaration. "Sublandlord's Loan." The loan from Pinnacle Bank in the amount not to exceed the lesser of (i) $16,500,000.00, (ii) 75% of (a) the total Pinnacle Bank Place Development costs for improvements, which are currently estimated to be approximately $19,464,000, plus (b) the MAI-appraised market value of the Land or (iii) seventy-five percent (75%) of the Appraised Value on an "as complete and stabilized" basis. "Sublandlord's Loan Documents." Any and all documents required to be executed by Sublandlord evidencing, securing, or pertaining to Sublandlord's Loan, including but not limited to a construction loan agreement, promissory note, deed of trust, assignment of rents and security agreement, financing statements, guarantee agreements, equity contribution agreements, escrow agreements, environmental indemnification agreement, subordination and assignment of the 282 Parking Garage Lease, assignments of all contracts and agreements related to the construction, development and operation and management of the Parking Garage, assignment and subordination of property management agreement, assignment and subordination of development agreement, assignment and subordination of plans, specifications and rights under architectural contract, assignment and subordination of property construction contract, subordination and consent for engineer's agreement. "Sublease Term." The Initial Term and the Renewal Term as defined in Article 3 of this Sublease. "Utilities." All public and private utilities deemed necessary by Sublandlord for the normal operation of the Parking Garage, including electric, heating and air conditioning (as appropriate for the season in the elevator), trash removal, janitorial, and other reasonably required utility services available to the Premises. "Vehicles." Non-commercial passenger automobiles (but expressly permitting delivery vans for Subtenant and valet shuttles so long as such vehicles are parked within striped parking spaces), pickup trucks, motorcycles and bicycles, provided that (a) the term "Vehicles" will not include any vehicle with more than two axles or with a carrying capacity of more than one ton, and (b) the maximum height of any Vehicle entering the Parking Garage will be 100 inches from ground level. Parking Garage Sublease — LLC to Pinnacle Page 5 of 28 ARTICLE 2 -- PREMISES 2.1. Premises. As of the Commencement Date, and subject to the provisions of this Sublease, and in consideration of the Rent paid, Sublandlord does hereby lease to Subtenant, and Subtenant leases from Sublandlord, the exclusive use of (i) the Reserved Spaces, and (ii) the Drive Thru Spaces, all as more particularly described on Exhibit "A", attached to this Sublease (collectively, the "Premises"). 2.2. Condition of Premises. Subtenant taking of possession of the Premises will be conclusive evidence that (a) the Premises are suitable for the purposes and uses for which same are leased; and (b) Sublandlord warrants the construction of the Premises to be free from construction defects and suitable of the purposes for which the Premises are intended for a period of one year after the Commencement Date. 2.3. Common Areas; Access to Private Parking Areas. Subtenant, its employees, agents, contractors, suppliers and representatives, in conjunction with the use, operation, repair and maintenance of the Premises, is hereby granted a non-exclusive irrevocable license to access and use the Common Areas throughout the Term. Such non-exclusive irrevocable license will not interfere with or hinder the use of the Common Areas by Sublandlord and/or the other owners, tenants, or occupants of the Property, nor will the Sublandlord, its employees, agents, contractors, supplier and representatives interfere with the Subtenants rights under this Easement. ARTICLE 3 -- TERM 3.1 Sublease Term. Subject to the other provisions hereof, this Sublease will be for a term ("Initial Term") commencing on the date the Parking Garage is Ready for Occupancy, which date is be referred to as the "Commencement Date", and expiring December 31 following the 50th year from and after the Commencement Date. The term "Sublease Year" means each full twelve (12) month calendar year period during the Term, with the first Sublease Year commencing on the January l' next following the Commencement Date and ending on December 31" of such year. On the date the Parking Garage is Ready for Occupancy, Subtenant will promptly execute and deliver to Sublandlord the Subtenant Acceptance Letter attached hereto and made apart hereof for all purposes as Exhibit "E" attached to this Sublease. 3.2 Renewal Term. Subject to the conditions set forth below, Subtenant is granted the option to renew this Sublease for one (1) additional term of 49 years (the "Renewal Term") commencing on the date following the expiration of the Initial Term. Said option to renew this Sublease will be on the same terms as are set forth in this Sublease, except that the Rental during the Renewal Term will be One and no/100 Dollars ($1.00). Subtenant's right to exercise the renewal of this Sublease will automatically occur unless the Subtenant gives the Sublandlord written notice that it is does not intend to renew this Sublease, 60 days prior to the expiration of the Initial Term. The Rent for the Renewal Term will be due and payable 30 days after Sublandlord gives Subtenant written notice that the Rent for the Renewal Term is due. Parking Garage Sublease — LLC to Pinnacle Page 6 of 28 ARTICLE 4 -- RENT Subtenant agrees to pay Sublandlord a lump sum prepayment of Rent for the entire Initial Term in the amount of Eight Hundred Fifty Thousand and No/100 Dollars, consisting of Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00) for the Reserved Spaces and Four Hundred Thousand and No/100 ($400,000.00) for the Drive Thru Spaces. Rent shall be due and payable upon request of Sublandlord, but not earlier than upon 50% completion of the Parking Garage. ARTICLE 5 — USE AND MAINTENANCE OF PREMISES 5.1 Use of Reserved Spaces. (a) Subtenant Permitted Use: Subtenant will have the right to use the Premises only for the following purposes: (i) parking Vehicles in the Reserved Spaces by Subtenant and Subtenant's employees, customers, invitees, designees or licensees who are using such spaces in connection with the Bank Unit; (ii) temporary storage of repossessed Vehicles for no longer than 30 consecutive days per Vehicle; (iii) access to all of the Reserved Spaces through the Drive- Thru Spaces pursuant to Section 5.2 of this Sublease; and (iv) non-exclusive unimpaired pedestrian and vehicular access to and from the Parking Garage and to and from the Reserved Spaces by the persons identified in subsection (i) of this Section 5.1(a). Subject to the Sublandlord Permitted Use and except during any period of repair or restoration, such Subtenant Permitted Use will be available each day during the term of this Sublease. (b) Sublandlord Permitted Use: Sublandlord reserves the right, subject to Subtenants rights under Section 5.1(a) of this Sublease, to (a) grant to such parties as Sublandlord deems reasonably necessary licenses to use with respect to the Parking Garage and the Common Areas other than in the Premises; (b) take such actions as Sublandlord may deem reasonably appropriate to discourage unauthorized parking; (e) make alterations, additions and improvements to the Parking Garage and Common areas; (d) manage and control the Parking Garage, in a first class manner consistent with parking garages in the City of Fort Worth, Texas; (e) establish, modify and enforce reasonable rules and regulations with respect to the Parking Garage and Common Areas; (f) close temporarily all or any portion of the Parking Garage or Common Areas for the purpose of making repairs, alterations, additions or improvements thereto, and (g) install one or more controlled access devices, whether it be gates utilizing card keys or tokens or alternative systems, so long as Sublandlord bears all costs associated with the installation, maintenance and operation of such controlled access devices, and the installation and operation of such devices is in compliance with all applicable laws and ordinances and does not preclude or interfere with access to or use of the Reserved Spaces or Drive-Thru Spaces by Subtenant or other parties authorized by Subtenant to use such Reserved Spaces at all times, whether that be by provision of additional tokens, key cards or similar measures. Notwithstanding the foregoing, Sublandlord will have no rights to modify the Parking Garage, the Common Areas, Reserved Spaces, Drive-Thru Spaces or the rules and regulations attached hereto to the extent that the same materially and adversely affect Subtenant, or any party permitted to act under Subtenant from the rights and benefits set forth in this Sublease. Parking Garage Sublease — LLC to Pinnacle Page 7 of 28 (c) Manner of Use: Each of Subtenant and Sublandlord will conduct itself and will direct each of its respective tenants, employees, agents, invitees and licensees to conduct themselves in such a manner as not to create any nuisance, nor interfere with, annoy or disturb Sublandlord or Subtenant, respectively. Subtenant may at any time and at its sole cost and expense mark the Reserved Spaces to signify that the use of such spaces is subject to the Tenant Permitted Use, including the use of Subtenant's logo being affixed to such Reserved Spaces. Subtenant will only permit parking of Vehicles on the Reserved Spaces, and will not use or permit or suffer the use of the Reserved Spaces or any part thereof, for any other purpose except as set forth in Section 5.1(a) of this Sublease. Subtenant will strictly enforce parking capacity and weight load limits of the Premises. Subtenant will ensure that vehicles are parked in Reserved Spaces only. Subtenant will not allow, place or install in the Reserved Spaces any vehicle, combination of vehicles, or equipment that weigh in excess of the normal load -bearing capacity of the floors of the Premises. Subject to Sublandlord's rights in Section 6.1, Subtenant will have use of the Reserved Spaces twenty-four (24) hours per day, seven (7) days per week. Subtenant will use and occupy the Premises in a careful, safe, and proper manner. Subtenant will faithfully and promptly comply with all laws, ordinances, orders, rules, and regulations of all governmental authorities having jurisdiction, and/or rules and regulations imposed by Sublandlord from time to time, relative to the use, condition, or occupancy of the Premises. 5.2 Use of Drive Thru Spaces. Subtenant will have the right to install, at its sole cost and expense, two drive -up ATMs in the Drive Thru Spaces and use the Drive Thru Spaces for a drive thru facility. Subtenant may also, at its sole discretion, use the Drive Thru Spaces for parking for the benefit of the Bank Unit. Subtenant may only permit parking or drive thru banking on the Drive Thru Spaces, and will not use or permit or suffer the use of the Drive Thru Spaces or any part thereof, for any other purpose. If Subtenant uses the Drive Thru Spaces for parking, Subtenant will strictly enforce parking capacity and weight load limits of the Premises, and will ensure that vehicles parking in the designated parking spaces only. Subtenant will not allow, place or install in the Drive Thru Spaces any vehicle, combination of vehicles, or equipment that weigh in excess of the normal load -bearing capacity of the floors of the Premises. Subtenant will have use of the Drive Thru Spaces twenty-four (24) hours per day, seven (7) days per week. 5.3 Extra Hazardous Activity. Subtenant will not do or keep anything in or about the Premises that will contravene Sublandlord's policies insuring against loss or damage by fire or other hazards, or that will prevent Sublandlord from procuring such policies in companies acceptable to Sublandlord. 5.4 Alterations or Improvements. With the exception of the alterations allowed for the installation of ATMs in the Drive Thru Spaces as set forth in Section 5.2 of this Sublease, Subtenant will have no right to make changes or alterations to the Premises without first obtaining the written consent of Sublandlord. If consent is granted for the malting of improvements or alterations to the Premises, or if alterations are made to the Drive Thru Spaces as set forth in Section 5.2 of this Sublease, such improvements and alterations will not commence until Subtenant has furnished to Sublandlord a certificate of insurance showing coverage in an amount reasonably satisfactory to Sublandlord protecting Sublandlord and Owner from liability for injury to any person and damage to any personal property, on or off the Parking Garage Sublease — LLC to Pinnacle Page 8 of 28 Subleased Premises, in connection with the making of such improvements or alterations. Any damage to the Premises caused by the installation or removal of banking equipment or trade fixtures will be repaired at Subtenant's expense prior to the expiration of the Sublease Term, unless otherwise agreed by Sublandlord. All alterations, improvements and additions made by Subtenant will be made in good workmanlike manner, in compliance with, all legal requirements, at Subtenant's sole cost, and lien free. All alterations, additions and improvements made to, or fixtures or other improvements placed in or upon, the Premises will be a part of the Premises and the property of Sublandlord at the end of the term of the Sublease (except that any banking equipment installed by Subtenant will remain the property of Subtenant) and all such alterations, additions, improvements, and fixtures will remain upon and be surrendered with the Premises as a part thereof at the termination of this Sublease. 5.5 Environmental. As used herein, "Applicable Environmental Law" means any statutory law, regulation, or case law pertaining to health or the environment, or oil or petroleum products, or Hazardous Substances, including without limitation: (i) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") as codified at 42 U.S.C. § 9601 et seq., as amended; (ii) the Hazardous Materials Transport Act as codified at 42 U.S.C. § 1801 et seq., as amended; (iii) the Resource Conservation and Recovery Act as codified at 42 U.S.C. § 6901 et seq., as amended, and any so-called "Superfund" or "Superlien" law, or any other applicable legal requirement presently in effect or hereafter enacted. As used herein the terns "Hazardous Substances" and "Release" has the meaning specified for such terms in CERCLA; provided, however, that (a) if CERCLA is amended to broaden the meaning of any term defined thereby, such broadened meaning will apply after the effective date of such amendment; (b) to the extent that Texas law establishes a meaning for "Hazardous Substance" or "Release" that is broader than that specified in CERCLA, such broader meaning will apply; and (c) "Hazardous Substances" will also be defined to include oil, petroleum products, extremely flammable substances, explosives, and radioactive materials; provided, however that minor amounts of oil, petroleum products or cleaning solvents shall not be deemed to be "Hazardous Substances . (a) No Releases. Subtenant shall not suffer, allow, permit, or cause the generation, accumulation, storage, possession, or Release of Hazardous Substances; provided, however, the foregoing prohibition shall not be applicable to (i) Hazardous Substances that are present on the Premises before the Commencement Date; or (ii) normal and reasonable amounts of cleaning and pest control supplies necessary for normal maintenance of the Premises as a parking garage so long as such materials are properly, safely, and lawfully stored and used by Subtenant and the quantity of same does not exceed a "reportable quantity" as defined under 40 C.F.R. 302, as amended. (b) Notification of Releases. Subtenant shall notify Sublandlord immediately upon learning: (i) that any duty described in Section 5.6 of this Sublease has been violated; (ii) that there has been a Release, discharge, or disposal of any Hazardous Substance on any part of the Premises or the Property; or (iii) that the Property or improvements thereon are subject to any third -party claim or action, or threat thereof, because of any environmental condition at the Property or in or originating from the Property or arising in connection with the use of the Property. Subtenant shall promptly Parking Garage Sublease — LLC to Pinnacle Page 9 of28 provide Sublandlord with copies of all correspondence to or from third parties regarding such claims or actions or regarding environmental conditions in or originating from the Property. (c) Remediation. In the event of a Release of any Hazardous Substance on, in, or froth the Premises that was caused by Subtenant and not caused by Sublandlord, Subtenant shall immediately cause complete remediation of such Release and restore the Premises to the condition that existed prior to the Release. Sublandlord and its agents shall have the right, but not the obligation, to enter the Premises and remediate any environmental condition on the Premises to comply with all Applicable Environmental Laws during which time Subtenant shall not be entitled to any abatement of Rent. (d) Costs, Indemnification. Subtenant shall pay any judgments, fines, charges, fees, damages, losses, penalties, demands, actions, costs, and expenses (including, without limitation, legal fees and expenses), remedial and response costs, remediation plan preparation costs, and any continuing monitoring or closure costs arising from or pertaining to the application of any Applicable Environmental Law to the Premises due to a breach of Subtenant's obligations under this Section 5.5, caused by the Subtenant, its customers or invitees ("Subtenant's Section 5.5(c) Obligations"). Subtenant shall INDEMNIFY AND FOREVER HOLD HARMLESS OWNER, THE INDEMNIFIED PARTIES OF AND FROM ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), JUDGMENTS, FINES, CHARGES, FEES, DAMAGES, LOSES, PENALTIES, DEMANDS, ACTIONS, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND EXPENSES), REMEDIAL AND RESPONSE COSTS, REMEDIATION PLAN PREPARATION COSTS, AND ANY CONTINUING MONITORING OR CLOSURE COSTS INCURRED OR SUFFERED BY THE INDEMNIFIED PARTIES, OR ASSERTED BY AN THIRD PARTY AGAINST THE INDEMNIFIED PARTIES, DUE TO THE BREACH OF SUBTENANT'S SECTION 5.5 (C) OBLIGATIONS. 5.6 Surrender. At the expiration or earlier termination of this Sublease, Subtenant will return the Premises to Sublandlord free of any Hazardous Substances in, on, or from the Premises that were not placed on the Premises by Sublandlord or present on the Premises prior to the Commencement Date. ARTICLE 6 -- OPERATION OF PREMISES 6.1 Business Hours. Sublandlord and Subtenant agree to keep the Premises open continuously for twenty-four (24) hours per day, seven (7) days per week during the Term, except that Sublandlord is allowed to restrict parking as necessary for temporary closures to address emergencies, public safety, repairs and maintenance, or as specifically permitted under this Sublease. 6.2 General Covenants of Subtenant. Parking Garage Sublease -- LLC to Pinnacle Page 10 of 28 (a) Compliance with Legal, Requirements After the Commencement Date, Subtenant will comply with all applicable Legal Requirements for the use, operation, repair, maintenance, replacement, and occupancy of the Premises and the cleanliness and safety thereof. (b) Rules and Regulations. Sublandlord will have the right from time to time to develop, implement, and enforce reasonable rules and regulations for the use and care of the Premises and upon adoption Sublandlord will furnish written copies of such rules and regulations to the Subtenant. Subtenant shall, at its sole cost and expense, use commercially reasonable efforts to cause its customers, invitees, and licensees to comply with such rules and regulations. ARTICLE 7 — UTILITIES; SERVICES 7.1 Provision of Utilities. Sublandlord is be responsible for providing to the Premises all utilities at Sublandlord's sole cost and expense and paying all usage charges for such utilities; provided, however, Subtenant shall sub meter all electrical usage and pay the costs of all utilities for the use of the ATMs in the Drive Thru Spaces. Sublandlord makes no warranties or representations concerning the suitability of the Drive Thru Spaces for the installation of the sub meters or the ATMs. 7.2 Elevators. Sublandlord will provide elevator facilities including two passenger elevators that shall serve the Premises and will insure and maintain the passenger elevators at Sublandlord's sole cost and expense. ARTICLE 8 — REPAIRS AND MAINTENANCE Subtenant shall maintain in good repair any improvements installed in the Drive Thru Spaces. Sublandlord shall maintain the Premises and Common Areas in good repair, consistent with a Class A parking garage in the Fort Worth Central Business District, at Sublandlords sole cost and expense. Subtenant agrees to give Sublandlord written notice of defects or need for repairs in the Premises or Common Areas. If the need for repair is caused by Subtenant or Subtenant's invitees, Subtenant shall be responsible, at its sole cost and expense, for the repairs. Sublandlord shall complete or have completed the repairs or maintenance within 10 business days of receiving such notification or if repair is not capable of being completed within ten (10) Business Days, within a reasonable time thereafter, so long as the notified party is diligently pursuing the required repairs, but not to exceed sixty (60) days. ARTICLE 9 — TAXES AND ASSESSMENTS 9.1 Ad Valorem Taxes. Sublandlord agrees to pay all ad valorem taxes assessed against the Land and the Parking Garage, all of which shall be paid when the same become due and payable and before delinquency. 9.2 Liens. Sublandlord agrees not to allow or suffer a lien for any taxes to be imposed upon the Premises. Further, Subtenant shall inform its own contractors and require Parking Garage Sublease — LLC to Pinnacle Page 11 of 28 such contractors to inform their subcontractors, that the Premises and the Property are public property and are not subject to mechanics liens or other encumbrances. ARTICLE 10 — INDEMNITY AND INSURANCE 10.1 Indemnity. (a) SUBTENANT WILL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, (INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE PREMISES BY SUBTENANT, ITS EMPLOYEES, PATRONS, AGENTS, INVITEE, SUBTENANTS AND ANY OTHER PARTY; (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF SUBTENANT OR ANY INVITEE, SUBTENANT, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF SUBTENANT, OR ANYONE SUBTENANT CONTROLS OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF SUBTENANT UNDER THIS LEASE (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF ANY INDEMNIFIED PARTIES. THE ONLY LIABILITIES WITH RESPECT TO WHICH SUBTENANT'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTIES. IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST ANY INDEMNIFIED PARTIES IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, SUBTENANT, ON NOTICE FROM SUBLANDLORD, WILL DEFEND SUCH ACTION OR PROCEEDING, AT SUBTENANT'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO SUBLANDLORD. THE PROVISIONS OF THIS PARAGRAPH WILL APPLY TO ALL ACTIVITIES OF SUBTENANT WITH RESPECT TO THE USE AND OCCUPANCY OF THE PREMISES, WHETHER OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF THE LEASE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS LEASE. THIS INDEMNIFICATION WILL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS. (b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS ARTICLE 10, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND WILL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY Parking Garage Sublease — LLC to Pinnacle Page 12 of 28 WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION WILL CONTINUE IN FULL FORCE AND EFFECT. 10.2. Waiver of Liability. NO INDEMNIFIED PARTIES WILL BE LIABLE IN ANY MANNER TO SUBTENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM, FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNIFIED PARTIES. IN NO EVENT WILL ANY INDEMNIFIED PARTIES BE LIABLE IN ANY MANNER TO SUBTENANT OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF SUBTENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE PREMISES BY ANY OF THEM. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE PREMISES, WHETHER PURSUANT TO THIS LEASE OR OTHERWISE WILL BE AT THE RISK OF SUBTENANT ONLY, AND NO INDEMNIFIED PARTIES WILL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF SUBTENANT, ITS EMPLOYEES, AGENTS, PATRONS, INVITEE, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF SUBLANDLORD OR SUCH LOSS OR DAMAGE IS OCCAISONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE, EVEN IF DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 10.3 Insurance. (a) Commercial General Liability Insurance The Sublandlord will maintain at all times commercial general liability insurance insuring the Sublandlord and the Subtenant against all claims or demands for personal injuries to or death of any person, and damage to or destruction or loss of property, that may be claimed to have occurred on the Premises at the sole cost and expense of the Sublandlord. The policies shall cover such risks and be in such amounts as the Sublandlord from time to time may reasonably determine to be necessary, but in any event with a combined single limit for bodily injury and property damage per occurrence of not less than Two Million Dollars ($2,000,000.00). The Sublandlord's insurance will be issued by an insurer licensed to business in the State of Texas and will contain a waiver of subrogation endorsement. The Sublandlord will deliver to the Subtenant certificates of such insurance coverage and evidence of payment of all premiums promptly upon demand by the Subtenant, which certificates show the Subtenant as an additional insured and will provide that no cancellation, reduction in amount, or material change in coverage will be effective until at least thirty (30) days after receipt of written notice to the Subtenant, Subtenant may carry additional insurance in its sole and absolute discretion. (b) Property Insurance During the term of the contract Sublandlord will maintain in force, at its sole cost and expense, insurance against all risks of direct physical loss for an amount equal to the full replacement value of the property leased. Parking Garage Sublease — LLC to Pinnacle Page 13 of 28 ARTICLE 11-- DAMAGE TO PREMISES 11.1 General. If a loss or damage caused by fire or other casualty ("Casualty") partially damages or destroys the Parking Garage or the Premises, except as set forth in Section 11.2, Sublandlord will diligently proceed to repair and restore fully, at its own cost, the structural elements of the Parking Garage or the Premises substantially to their condition before the Casualty. Due allowance, however, will be given for the time required to adjust and settle insurance claims, and for such other delays as may result from government restrictions, any controls on construction, and for strikes, emergencies, and other conditions beyond Sublandlord's reasonable control. Subtenant will diligently proceed to repair and restore fully, at Subtenant's sole cost, the improvements located in, or alterations made to, the Premises (except the structural elements of the Premises) to their condition existing before their damage or destruction. 11.2 Casualty. If the Parking Garage or any part of it or any appurtenance to it is so damaged by fire, casualty or structural defects that the Parking Garage cannot be used for Subtenant's purposes, then the Sublandlord will diligently proceed to rebuild the Parking Garage, at its sole cost and expense, substantially to the condition existing before the Casualty. Due allowance, however, will be given for the time required to adjust and settle insurance claims, and for such other delays as may result from government restrictions, any controls on construction, and for strikes, emergencies, and other conditions beyond Sublandlord's reasonable control. ARTICLE 12 -- EVENTS OF DEFAULT/REMEDIES 12.1 Events of Default by Subtenant. This Sublease is made upon the condition that Subtenant will punctually and faithfully perform all covenants and agreements as herein set forth. If any one or more of the following listed events has occurred and is continuing, from and after the expiration of any and all cure periods, such continuing event will constitute an event of default ("Subtenant's Event of Default") of this Sublease by Subtenant: (a) Abandonment. The abandonment of the Premises, or cessation of Subtenant's use within all or a substantial portion of the Premises for a period in excess of two years; (b) Banff The voluntary or involuntary filing by Subtenant of any petition or answer seeking any reorganization, liquidation, arrangement, readjustment, or similar relief for itself under any present or future legal requirement and the failure of Subtenant to secure a discharge thereof within 180 days; provided, however, that if Sublandlord is not permitted to terminate this Sublease because of the provisions of the Bankruptcy Code, then Subtenant as debtor -in -possession, or any trustee, receiver, or liquidator appointed for Subtenant's benefit, must provide adequate assurance of performance of the terms this Sublease, which will include, without limitation, adequate assurance: (i) of the source of Rent reserved hereunder; (ii) that the assumption of this Sublease will not breach any provision hereunder; and (iii) that the assumption or assignment of this Sublease will be to an operator of equal experience in the operation and management of similar facilities; and if the trustee does not cure such Parking Garage Sublease —LLC to Pinnacle Page 14 of 28 defaults and provide such adequate assurances of the foregoing under the Bankruptcy Code within the applicable time periods provided by the Bankruptcy Code, then this Sublease will be deemed rejected and Sublandlord will have the right to immediate possession of the Premises and will be entitled to all remedies provided by the Bankruptcy Code for damages for a default or termination of this Sublease; (c) Failure to Maintain Drive-Thru. The failure to maintain the Drive-Thru Spaces in accordance with Article 8 of this Sublease, provided that prior to declaring a Subtenant's Event of Default for any failure to maintain, Sublandlord shall notify Subtenant in writing, and Subtenant shall have sixty (60) days from the date of the written notice is received from Sublandlord, to perform the required maintenance; provided, however, that if Subtenant has within such sixty (60) day period commenced cure and is diligently pursuing the required maintenance, Subtenant shall have a reasonable time to cure beyond such sixty (60) day period, but not to exceed an additional one hundred and eighty (180) days from and after the expiration of the initial sixty (60) day notice period. (d) Hazardous Substances. The failure to meet Subtenant's Section 5.5 (c) Obligations. 12.2 Sublandlord's Remedies. Upon the occurrence of any Subtenant's Event of Default under Section 12.1 a or (b) of this Sublease by Subtenant, Sublandlord will have the option, at Sublandlord's election, to cancel and terminate this Sublease and dispossess Subtenant as Sublandlord's sole and exclusive remedy under this Sublease. If any Subtenant's Event of Default occurs under Section 12.1 c orb) of this Sublease or if Subtenant breaches any other provision of this Sublease, Sublandlord's sole and exclusive remedies under this Sublease or at law or in equity will be (i) to commence a suit to enjoin the Subtenant's Event of Default or breach by the Subtenant, or (ii) to recover damages against the Subtenant; provided, however, that the Sublandlord will only have the right to recover actual damages incurred by the Sublandlord and no action shall be available to Sublandlord for speculative or any other form of damages. 12.3 Sublandlord's Events of Default. The happening of any one or more of the following listed events of default shall constitute a Sublandlord's event of default ("Sublandlord's Event of Default") under this Sublease by Sublandlord: (a) If the Parking Garage is not constructed pursuant to this Sublease and the Purchase Contract, it will be an event of default under this Sublease and Sublandlord's Loan. Pursuant to a written subordination and collateral assignment agreement to be executed by Sublandlord in conjunction with Sublandlord's Loan, the Owner, as Master Landlord, will be required to assign the 282 Parking Garage Lease to the Subtenant and Subtenant will have the right under the 282 Parking Garage Lease to (i) use the Land for surface parking or (ii) construct parking improvements on the Land in accordance with the obligations of the tenant under the 282 Parking Garage Lease. This Section 12.3(a) will apply only if Pinnacle Bank Place Development is completed. Parking Garage Sublease — LLC to Pinnacle Page 15 of 28 (b) the Sublandlord is dissolved or otherwise ceases to do business; (c) the Sublandlord transfers or assigns the Premises to a third party not affiliated with the City of Fort Worth, Texas; (d) the filing of an involuntary bankruptcy against the Sublandlord or the filing of a voluntary bankruptcy by the Sublandlord, under the Federal Bankruptcy Code, as amended, which is not dismissed within 120 days of filing in the Federal Bankruptcy Court; (e) the Sublandlord breaches any covenant or agreement in this Sublease pursuant to which the Sublandlord is obligated to perform and such breach is not cured with 30 days after written notice by Subtenant to Sublandlord, or for so long as such cure is reasonably pursued by Sublandlord but not in excess of 120 days following Sublandlord's receipt of notice from the Subtenant, specifying the nature of the breach; provided, however, if Landlord is not able, to cure within 120 days, Landlord shall have a commercially reasonable time thereafter to cure such breach; (f) the 282 Parking Garage Lease is terminated; (g) a receiver is appointed for the Sublandlord for all or a portion of Sublandlord's interest in the Premises or Sublandlord makes an assignment for the benefit of Sublandlord's creditors; or (h) a mechanic's lien or judgment lien, for non-payment by Sublandlord, is filed against either the fee interest or the Subtenant's interest in the Premises, and a court of competent jurisdiction issues a final non -appealable order that the applicable estate be sold to satisfy such lien and the applicable amount is not paid by Sublandlord contemporaneously with the entry of such order. 12.4. Subtenant's Remedies. (a) If a Sublandlord's Event of Default occurs under Section 12.3_(a) through and (g)-andh) of this Sublease, which Event of Default is not timely cured in accordance with the provisions of this Sublease, this Sublease may be terminated by the Subtenant giving written notice of such termination to the Sublandlord; provided, however, that Subtenant will also have such other and further remedies at law or in equity that may be available to Subtenant under Texas law; (b) If a Sublandlord's Event of Default occurs under Section 12.3(fl of this Sublease the Subtenant will have the remedies set forth in Section 12.4(b) of this Sublease. (c) If Sublandlord breaches any provision in the 282 Parking Garage Lease or is in default under the 282 Parking Garage Lease and the 282 Parking Garage Lease is terminated, Owner will give Subtenant written notice of the termination of the 282 Parking Garage Lease, and Subtenant will have the right, but not the obligation, to step into the 282 Parking Garage Parking Garage Sublease — LLC to Pinnacle Page 16 of 28 Lease as lessee, in which event, Subtenant will attorn unto Owner, and Owner will recognize Subtenant as lessee under the 282 Parking Garage Lease pursuant to the terms of the Recognition Agreement. Subtenant must exercise the right to become lessee under the 282 Parking Garage Lease within 120 business days of Owner notifying Subtenant of the termination of the 282 Parking Garage Lease. Upon Subtenant's election to become lessee under the 282 Parking Garage Lease, the Owner agrees to honor the provisions of the Recognition Agreement in form and substance as set forth on Exhibit "E" attached to this Sublease, which is to be executed simultaneously with this Sublease. Upon Subtenant's execution of the New Lease (as defined in the Recognition Agreement, Subtenant will have no obligation to cure any uncured defaults under the 282 Parking Garage Lease. ARTICLE 13 -- NOTICES Any and all notices, elections, or demands permitted or required to be made under this Sublease will be in writing, and will be delivered personally, or sent by overnight courier service by a company regularly engaged in the business of delivering business packages (such as Federal Express), or sent by certified mail, return receipt requested, to the other party at the following addresses: If to Sublandlord: Lancaster Corridor Redevelopment, LLC c/o Cynthia Garcia 1000 Throckmorton Fort Worth, Texas 76102 With concurrent copy to: City Attorney City Attorney's Office 1000 Throckmorton Fort Worth, Texas 76102 If to Subtenant: Pinnacle Bank P.O. Box 676 309 S. Old Betsy Rd. Keene, Texas 76059 Attention: Peter Bennis ARTICLE 14 -- EMINENT DOMAIN 14.1 Condemnation or Taking, If all or any part of the Preinises are taken or condemned either permanently or temporarily for any public or quasi -public use or purpose by any competent authority in appropriation proceedings or by any right of eminent domain (including sale under threat of such a taking) (a "Taking"), then in any such event, but subject Parking Garage Sublease —LLC to Pinnacle Page 17 of 28 to the provisions of Section 14.2 of this Sublease, regarding repair and restoration, the entire compensation award therefor, including, but not limited to, all damages as compensation for diminution in value of the leasehold created hereby, reversion, and fee, will belong to Sublandlord without any deduction therefrom for any present or future estate of Subtenant. Subtenant hereby assigns to Sublandlord all its right, title, and interest in and to any such award. The Sublease will end as of the date of the Taking, and all Rent will be abated as of such date. If less than substantially the entire Premises is the subject of a Taking, the Rent will be equitably adjusted as of the date of the Taking and this Sublease will otherwise continue in full force and effect. Notwithstanding the foregoing, if a Taking occurs of so substantial a part of the Premises that Sublandlord and Subtenant conclude that it is impracticable to continue to operate the Premises, then this Sublease may be mutually terminated by Sublandlord and Subtenant 14.2 Claims for Subtenant's Damages. All damages in the event of any Taking are to be equitably divided between the Sublandlord and the Subtenant based on the remaining term of this Sublease as if the Subtenant had a real property interest in the Premises, whether such damages are awarded as compensation for diminution in value of the leasehold, reversion, or fee of the Premises, and Subtenant will have the right to claim and recover from the condemning authority, or the Sublandlord, if the condemning authority does not award damages to the Subtenant, such compensation as may be separately awarded or recoverable by Subtenant in Subtenant's own right on account of any and all damage to Subtenant's business by reason of the Taking and for or on account of any cost or loss that Subtenant might incur in removing Subtenant's merchandise, furniture, fixtures, leasehold improvements and equipment, even if Sublandlord's award is reduced thereby. ARTICLE 15 -- SURRENDER AND HOLDING OVER Subtenant will deliver and surrender to Sublandlord possession of the Premises upon the expiration or earlier termination of the Sublease, in good condition and repair (ordinary wear and tear and damage by fire and other perils covered by standard fire and extended coverage insurance only excepted) free of debris and litter. Should Subtenant or any party claiming under Subtenant remain in possession of all or any part of the Premises after any expiration or earlier termination of this Sublease, no tenancy or interest in the Premises will result therefrom but such holding over will be an unlawful detainer and all such parties will be subject to immediate eviction and removal, and Subtenant will pay Sublandlord, without demand, a sum equal to double the Rent as specified herein then payable at the time of expiration or earlier termination of this Sublease, for any period during which Subtenant will hold the Premises after the stipulated Term will have terminated. ARTICLE 16 — LIENS Sublandlord will not place any lien on all or a portion of the Parking Garage unless and until lienholder has executed and delivered a non -disturbance and attornrnent agreement to Parking Garage Sublease — LLC to Pinnacle Page 18 of 28 Subtenant with respect to this Sublease. Subtenant will not place any lien on all or a portion of the Parking Garage without the express written permission of Sublandlord and the Owner under the 282 Parking Garage Lease. ARTICLE 17 — PARTIES' AUTHORITY Sublandlord and Subtenant, respectively represent and warrant that each has full right and authority to enter into this Sublease and by doing so does not violate any existing agreement or indenture to which it is a party or by which it is bound or affected, or any provisions of its governing or enabling 1 a w s , documents or regulations; that the execution and delivery of this Sublease has been duly authorized by all necessary action on the part of Sublandlord and Subtenant, respectively and upon request either Sublandlord or Subtenant will deliver to one another true, correct and certified copyies of their enabling authorizations ; that the persons executing this Sublease on behalf of Sublandlord and Subtenant, respectively, have full power and authority to execute this Sublease on behalf of Sublandlord or the Subtenant, respetively and to bind Sublandlord or Subtenant, respectively under this Sublease; and that this Sublease constitutes the legal, valid, and binding obligation of Sublandlor or Subtenant, respectively, enforceable against the respective party in accordance with its terms. ARTICLE 18 -- ATTORNEYS' FEES The non -prevailing party in any litigation involving this Sublease, will pay to the prevailing party the reasonable attorneys' fees and costs of suit, including fees and costs of appeal, incurred by prevailing party. ARTICLE 19 -- MISCELLANEOUS 19.1 Abandoned Property. Subtenant's banking equipment, trade fixtures and personal property not removed within 120 business days by Subtenant from the Premises at the termination of this Sublease, whether termination occurs by the lapse of time or otherwise, will thereupon be conclusively presumed to have been abandoned by Subtenant to Sublandlord. Fixtures attached to the Premises become the property of Sublandlord. 19.2 Assignment and Subletting. (a) Subtenant shall not assign, transfer, sublet, or convey, or otherwise dispose of this Sublease or the rights, title, or interest in or to the same or any part thereof without the prior consent of the Sublandlord, which consent will not be unreasonably withheld, conditioned or delayed. Consent will be granted to the Subtenant in the case of a proposed assignment to an entity that controls, is controlled by or is under common control of Subtenant ("Affiliate") or if this Sublease is assigned, transferred or conveyed, or if the Premises are sublet to another banking institution insured by the FDIC. Notwithstanding the above, Subtenant may assign, transfer, or covey this Sublease to any purchaser of the Bank Unit, without the consent of Sublandlord. Sublandlord may not assign its rights and privileges under this Sublease without the prior written consent of Subtenant, which will not be unreasonably withheld. Parking Garage Sublease —LLC to Pinnacle Page 19 of 28 (b) In the event of any assignment of this Sublease by Sublandlord, then Sublandlord will, after the consummation of such assignment, be thereafter entirely freed and relieved of all liability under all covenants and obligations of "Sublandlord" under this Sublease with respect to the Premises or this Sublease occurring after the consummation of such assignment, and the person or entity to whom Sublandlord has made such assignment will assume and thereafter be liable for all covenants and obligations of "Sublandlord" under this Sublease, and Subtenant will attorn and be bound to and recognize the person or entity to whom Sublandlord has made such assignment as the "Sublandlord" under this Sublease; provided, however, that the provisions of Section 12.4 of this Sublease will remain in full force and effect notwithstanding any assignment by Sublandlord of this Sublease. 19.3 Severability. If any clause or provision of this Sublease is or becomes illegal, invalid or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during the Sublease Term, the intention of the parties hereto is that the remaining parts of this Sublease will not be affected thereby unless such invalidity is, in the sole determination of the Sublandlord, essential to the rights of both parties, in which event Sublandlord has the right, but not the obligation, to terminate the Sublease on written notice to Subtenant. 19.4 Non -Integration. This Sublease does not constitute the entire agreement between the parties. Specific reference is made to the Sublandlord's Loan Documents and the Purchase Agreement. To the extent that differences exist between the Sublandlord's Loan Documents, the Purchase Agreement, and this Sublease, the Sublandlord's Loan Documents will control. This Sublease may not be amended, modified, extended, or supplemented except by written instrument executed by both Sublandlord and Subtenant. 19.5 Exhibits. All Exhibits attached hereto are deemed incorporated herein by reference as though made an integral part hereof. 19.6 Headings. The article, section, and other headings are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope or intent of this Sublease nor in any way affect this Sublease. 19.7 Counterparts. This Sublease may be executed in several counterparts, each of which will be deemed an original, but all of which will constitute but one and the same document. 19.8 Construction of Terms. None of the covenants, terms, or conditions of this Sublease to be kept and performed by either party will in any manner be altered, waived, modified, changed, or abandoned, except by a written instrument, duly signed, acknowledged, and delivered by the other party. Sublandlord and Subtenant agree that in construing this Sublease all provisions will be construed to give them effect. Sublandlord and Subtenant agree that the rule construing language most strongly against the party who prepared the language will not be enforced as to this Sublease and both the parties hereby expressly waive the right to claim the application and result of the above rule. Parking Garage Sublease — LLC to Pinnacle Page 20 of 28 19.9 Sublease Memorandum. Each party will have the right, at its sole cost and expense (including the payment of all recordation and transfer taxes), to record a short form or memorandum of this Sublease (but not the Sublease itself) and, promptly upon request, the other party will execute and deliver such memorandum to the requesting party. 19.10 Governing Law. This Sublease will be construed and enforced in accordance with the laws of the State of Texas. ARTICLE 20 -- WAIVER No waiver of any covenant, condition, or legal right or remedy will be implied by the failure of Sublandlord or Subtenant to declare a default, or for any other reason, and no waiver of any condition or covenant will be valid unless it is in writing signed by Sublandlord or Subtenat as applicable. No waiver by Sublandlord or Subtenant in respect to the waiver of a breach of any condition or covenant be claimed or pleaded to excuse a future breach of the same condition or covenant. [SIGNATURES ON FOLLOWING PAGE] Parking Garage Sublease — LLC to Pinnacle Page 21 of 28 [SIGNATURE PAGE FOR SUBLEASE] In witness whereof, the parties hereto have caused this Sublease to be executed as the day and year first above set forth. SUBLANDLORD: LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas limited liability company BY: NAME: J "Lk-5 S Nf�P�4 TITLE: I °' !. PrIM & EP- SUBTENANT: PINNACLE BANK. a Texas banking association BY: NAME: TITLE: OWNER: Central City Local Government Corporation, executes this Sublease for the sole purpose of agreeing to the provisions of Section 12.4 (b) of this Sublease. CENTRAL CITY LOCAL GOVERNMENT CORPORATION, a Texas public nonprofit corporation By: —at-"�04� Name: bi&6�S v U P—�)4+J Title: PIQE's [aEmr EXHIBIT "A" DESCRIPTION OF LAND All of Lot 34R, Block V, in Daggett's Addition, an Addition to the City of Fort Worth, Texas, as shown on the Plat filed in CC #D215031133, dated February 12, 2015, of the Plat Records of Tarrant County, Texas DESCRIPTION OF PREMISES All of the Reserved Spaces, being a total of 30 spaces, that are located on the first floor of the Parking Garage and any additional spaces on the second floor necessary to make the total parking spaces (not including the Drive Thru Spaces) equal 30 spaces and the Drive Thra Spaces, consisting of two drive through lanes located on the first floor of the Parking Garage (as described in the 282 Parking Garage Lease). All of the Reserved Spaces and the Drive Thru Spaces are located in the parking garage that contains approximately 453 parking spaces located on the Land. Parking Garage Sublease — LLC to Pinnacle Page 23 of 28 EXHIBIT "B" SUBLANDLORD WORK Flat Work for ATMs: The parties acknowledge that Sublandlord will construct the flat work for the installation of the ATMS in the Drive Thru Spaces in accordance with the plans and specifications approved by Subtenant in writing (the "Work"). Parking Garage Sublease — LLC to Pinnacle Page 24 of 28 EXHIBIT "C" COMMON AREAS Parking Garage Sublease — LLC to Pinnacle Page 25 of 28 DALLAS_1 /6458835v.4 53094-2 02/19/2015 Parking Garage Sublease — LLC to Pinnacle Page 28 of 28 EXHIBIT "D" SUBTENANT ACCEPTANCE LETTER This declaration is hereby attached to and made part of the Parking Sublease dated as of , 20_ entered into by and between LANCASTER CORRIDOR REDEVELOPMENT, LLC, a Texas limited liability company, as Sublandlord and PINNCLE BANK, as Subtenant. 1. The undersigned, as Subtenant, hereby confirms as of the day of , the following: 2. Subtenant has accepted possession of the Premises on and is currently able to occupy the same. 3. The Commencement Date as defined in the Sublease is , 4. The Expiration Date of the Sublease is 5. All alterations and improvements required to be performed by Sublandlord pursuant to the terms of the Sublease to prepare the entire Premises for Subtenant's initial occupancy have been satisfactorily completed, except for the following: 6. As of the date hereof, Sublandlord has fulfilled all of its obligations under the Sublease. 7. The Sublease is in full force and effect and has not been modified, altered, or amended, except pursuant to any instruments described above, if any SUBLANDORD: LANCASTER CORRIDOR REDEVELOPMENT, LLC By: Name: Title: SUBTENANT: PINNACLE BANK NO Parking Garage Sublease — LLC to Pinnacle Page 26 of 28 EXHIBIT "E" CONSENT AND RECOGNTION AGREEMENT Parking Garage Sublease —LLC to Pinnacle Page 27 of28