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HomeMy WebLinkAboutContract 60628DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 CSC No. 60628 SHOPPING CENTER LEASE Shopping Center: Clifford Crossing Landlord: Hickman Investments, Ltd. Tenant: City of Fort Worth INDEX TO LEASE PAGE ARTICLE I DEFINITIONS AND CERTAIN BASIC PROVISIONS........................................................I ARTICLE II GRANTING CLAUSE.............................................................................................................3 ARTICLE III DELIVERY OF DEMISED PREMISES.................................................................................3 ARTICLEIV RENT.......................................................................................................................................3 ARTICLE V INTENTIONALLY DELETED...............................................................................................4 ARTICLE VI TENANT'S RESPONSIBILITY FOR PERSONAL PROPERTY, TAXES, REAL ESTATE CHARGES AND INSURANCE EXPENSES..........................................................4 ARTICLE VII COMMON AREAS..................................................................................................................5 ARTICLE VIII INTENTIONALLY DELETED...............................................................................................7 ARTICLE IX USE AND CARE OF DEMISED PREMISES.........................................................................7 ARTICLE X MAINTENANCE AND REPAIR OF DEMISED PREMISES...............................................8 ARTICLE XI ALTERATIONS......................................................................................................................9 ARTICLE XII LANDLORD'S RIGHT OF ACCESS...................................................................................10 ARTICLE XIII SIGNS; STORE FRONTS.....................................................................................................10 ARTICLE XIV UTILITIES.............................................................................................................................10 ARTICLE XV INSURANCE COVERAGES................................................................................................ I I ARTICLE XVI WAIVER OF LIABILITY; MUTUAL WAIVER OF SUBROGATION .............................. I I ARTICLE XVII DAMAGES BY CASUALTY................................................................................................ I I ARTICLE XVIII EMINENT DOMAIN.............................................................................................................12 ARTICLE XIX ASSIGNMENT AND SUBLETTING...................................................................................13 ARTICLE XX SUBORDINATION; ATTORNMENT; ESTOPPELS..........................................................14 ARTICLE XXI DIRECTION OF TENANT'S ENERGIES............................................................................14 ARTICLE XXII NON -APPROPRIATION OF FUNDS, DEFAULT, AND REMEDIES...............................15 OFFICIAL RECORD CITY SECRETARY DS FT. WORTH, TX ����� DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 ARTICLE XXIII HOLDING OVER..................................................................................................................18 ARTICLE XXIV NOTICES...............................................................................................................................18 ARTICLE XXV COMMISSIONS; TITLE ADVICE.......................................................................................18 ARTICLE XXVI REGULATIONS....................................................................................................................19 ARTICLE XXVII MISCELLANEOUS...............................................................................................................19 rDS NUr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 SHOPPING CENTER LEASE This Shopping Center Lease (this "Lease") is entered into as of the 20th day of December , 2023 ("Effective Date") by and between the Landlord and the Tenant hereinafter named. ARTICLE I DEFINITIONS AND CERTAIN BASIC PROVISIONS 1.1 The following list sets out certain defined terms and certain financial and other information pertaining to this Lease: (a) "Landlord": Hickman Investments, Ltd. (b) Landlord's address: 131 E. Exchange Avenue, Suite 207 Fort Worth, Texas 76164 (c) "Tenant": City of Fort Worth (d) Tenant's address: 200 Texas Street Fort Worth Texas, 76102 (e) Tenant's trade name: Fort Worth Library (f) Tenant's Guarantor: None (g) "Agent": Holt Lunsford Commercial, Inc. (h) "Cooperating Agent(s)": None (i) "Shopping Center": Landlord's property and all improvements located thereon (including the building (the "Building") in which the Demised Premises is located) located in the City of Fort Worth, Tarrant County, Texas, which property is described or shown on Exhibit "A" attached to this Lease. With regard to Exhibit "A", the parties agree that Exhibit "A" is attached solely for the purpose of locating the Shopping Center and the Demised Premises within the Shopping Center and that no representation, warranty, or covenant is to be implied by any other information shown on Exhibit A (i.e., any information as to buildings, tenants or prospective tenants, etc. is subject to change at any time). 0) "Demised Premises": a store unit in the Shopping Center containing approximately 4,051 rentable square feet in area (calculated based on BOMA Measurement Standards and verified by Landlord's architect), being known as 9336 Clifford St., Ste. 120, Fort Worth, TX 76108 and being described or shown on Exhibit `B" attached to this Lease. (k) "Effective Date": The date on which this Lease is fully executed by both Landlord and Tenant. (1) "Commencement Date": The date on which Landlord delivers the Demised Premises to Tenant as provided herein. (m) "Lease Term": Commencing on the Commencement Date and continuing for one hundred twenty-three (123) full calendar months after the Commencement Date and expiring on the last day of the DS DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 month of the one hundred twenty-third (123) month following the Commencement Date, unless sooner terminated by virtue of a provision of this Lease. hereto. (n) "Minimum Guaranteed Rental": shall be the amounts set forth on Exhibit "D" attached (o) Intentionally Deleted. (p) "Prepaid Rental": $9,793.30 as further described under Section 1.2 herein, being an estimate of the Minimum Guaranteed Rental, Common Area Maintenance Charges, and Tenant's obligations for Real Estate Charges and Insurance Expenses for the first month of the Lease Term, such Prepaid Rental being due and payable upon execution of this Lease. (q) "Security Deposit": $11,859.31, such Security Deposit being due and payable upon execution of this Lease. (r) "Permitted Use": The Demised Premises shall be occupied and used solely for the purpose of a municipal library. (s) "Tenant's Proportionate Share": a fraction the numerator of which is the total floor area in the Demised Premises and the denominator of which is the total leasable floor area of all buildings in the Shopping Center at any point in time. (t) "Additional Rental" means all sums (exclusive of Minimum Guaranteed Rental) that Tenant is required to pay Landlord under this Lease including, without limitation, Tenant's Proportionate Share of Common Area Maintenance Charges, Real Estate Charges and Insurance Expenses (as such terms are defined herein), all of which shall be paid by Tenant as provided herein without offset or deduction of any nature. It is understood the Additional Rental may be subject to annual adjustments and increases. For all Additional Rental, Tenant will only be responsible for Tenant's proportionate share. Tenant's proportionate share of the Additional Rental cannot exceed a 10% increase from the previous year throughout the Lease Term, on a cumulative and compounding basis. In the event that the Additional Rental exceeds the 10% maximum increase in any given year under the Lease Term, then the parties shall amend the Lease to allow for additional funding for such charges if necessary. Term. (u) "Rent": means all Minimum Guaranteed Rental and Additional Rental due for the Lease (v) "Effective Date": the date on which the last of Landlord or Tenant signs this Lease. 1.2 The following chart is provided as an estimate of Tenant's initial monthly payment broken down into its components. This chart, however, does not supersede the specific provisions contained elsewhere in this Lease: Initial Minimum Guaranteed Rental: (Sections 1.1 (n) and 4.1) $6,751.67 DS FN-"r DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 Initial Common Area Maintenance Charges: (Section 7.4) Initial Escrow Payment for Real Estate Charges: (Article VI) Initial Escrow Payment for Insurance Expenses: (Article VI) $1,525.88 $1,107.27 $408.48 Total Initial Monthly Payment: $9,793.30 ARTICLE II GRANTING CLAUSE 2.1 Landlord leases the Demised Premises to Tenant upon the terms and conditions set forth in this Lease. 2.2 Landlord agrees that if Tenant shall perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall, subject to the terms of this Lease and any lenders, leases and other matters to which this Lease is subordinate, have peaceful and quiet possession of the Demised Premises. ARTICLE III DELIVERY OF DEMISED PREMISES 3.1 Subject to Section 3.3 below and Landlord's completion of Landlord's Work (as defined herein), if any, the Demised Premises are being leased "as is", "where -is" and "with all faults"; and Landlord makes no warranty of any kind, express or implied, with respect to the Demised Premises (without limitation, Landlord makes no warranty as to the merchantability, fitness for a particular purpose, habitability, suitability or tenantability of the Demised Premises). By occupying the Demised Premises, Tenant acknowledges that the same complies fully with Landlord's covenants and obligations hereunder, including any Landlord's Work, unless otherwise expressly provided herein. "Landlord's Work" means the construction of the work described in Auuendix I of Exhibit "C" attached hereto. 3.2 Landlord shall deliver the Demised Premises to Tenant in accordance with applicable local, state, and federal codes, laws, and regulations (collectively, the "Code"), including, without limitation, the Americans with Disabilities Act ("ADA"); provided, however, Landlord makes no representations and shall have no liability with respect to Tenant's Work (as defined below). ARTICLE IV RENT 4.1 The term "Lease Year" shall mean any period of one year commencing on the Commencement Date of this Lease or any anniversary of such date. The "Base Rental" shall mean the Minimum Guaranteed Rental charged during the Lease Year immediately preceding the Lease Year for which the adjustment of rental is being computed; provided, however, if an increase in the Minimum Guaranteed Rental is to begin on the commencement of, or during, the Lease Year for which the adjustment of rental is being computed, then as of the date specified for such increase in the Minimum Guaranteed Rental, "Base Rental" shall mean the Minimum Guaranteed Rental, as so increased. Tenant hereby agrees to pay when due the increases in the Base Rental as set forth Exhibit "D" attached hereto. 4.2 Rental shall accrue from the Commencement Date, and shall be payable to the entity stated as Landlord at the address stated in Article 1.1. Landlord reserves the right to change the entity comprising Landlord and or the address to which all payments shall be sent by written notice to Tenant. 4.3 Tenant shall pay to the Landlord Rent for the first (1") Lease Year, as described under Section 1.1 (u), of $117,519.60, which includes the Prepaid Rental of $9,793.30, and the balance of Rent for the first (I't) Lease DS DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 Year of $107,726.30, upon execution of the Lease. No other Rent shall be due from Tenant until the first day of the first month of the second (2nd) Lease Year, at which time Tenant shall pay to Landlord Minimum Guaranteed Rental monthly installments in the amount of $6,974.22; provided that monthly Minimum Guaranteed Rental shall increase for succeeding Lease Years as provided in Exhibit "D". Subsequent installments shall be due and payable on or before the first day of each succeeding calendar month during the Lease Term; provided that if the Commencement Date is a date other than the first day of a calendar month, there shall be due and payable on or before such date as Minimum Guaranteed Rental for the balance of such calendar month a sum equal to that proportion of the rent specified for the first full calendar month as herein provided, which the number of days from the Commencement Date to the end of the calendar month during which the Commencement Date shall fall bears to the total number of days in such month. 4.4 It is understood that the Minimum Guaranteed Rental is payable on or before the first day of each calendar month (in accordance with Section 4.2 above). However, in regards to the first payment required under this Lease (other than the payment of Prepaid Rental), Tenant shall have thirty (30 days) to complete payment. If any rental is not received within ten (10) days after its due date for any reason whatsoever, then in addition to the past due amount Tenant shall pay to Landlord a late charge in an amount equal to ten percent (10%) of all the rental then due, in order to compensate Landlord for its administrative and other overhead expenses caused by Tenant's failure to pay on a timely basis as stipulated in this Lease. Any such late charge payment shall be payable as Additional Rental under this Lease and shall be payable immediately on demand. Failure by Tenant to pay any late charge within thirty (30) days after demand shall constitute a default under this Lease. 4.5 If Tenant fails in two consecutive months to make rental payments or any late charges within ten (10) days after due, Landlord, in order to reduce its administrative costs, may require, by giving written notice to Tenant (and in addition to any late charge or interest accruing pursuant to Section 4.7 above, as well as any other rights and remedies accruing pursuant to Article XXII or Article XXIII below, or any other provision of this Lease or at law or in equity), that Minimum Guaranteed Rental are to be paid quarterly in advance instead of monthly and that future rental payments are to be made on or before the due date by cash, cashier's check, or money order that the delivery of Tenant's personal or corporate check will no longer constitute a payment of rental as provided in this Lease. Any acceptance of a monthly rental payment or of a personal or corporate check thereafter by Landlord shall not be construed as a subsequent waiver of said rights. Any check that is presented by Tenant that is returned for non - sufficient funds shall be assessed a $50.00 charge in addition to the other late charges specified herein. ARTICLE V INTENTIONALLY DELETED ARTICLE VI TENANT'S RESPONSIBILITY FOR PERSONAL PROPERTY, TAXES, REAL ESTATE CHARGES AND INSURANCE EXPENSES 6.1 Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Demised Premises, if applicable ("Personal Property Taxes"). If any such taxes are levied against Landlord or Landlord's property and if Landlord elects to pay the same or if the assessed value of Landlord's property is increased by inclusion of personal property and trade fixtures placed by Tenant in the Demised Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder. 6.2 During the term of this Lease, Tenant shall be liable for Tenant's Proportionate Share, at the time when the respective charge was incurred, of all "Real Estate Charges" (as defined below with the initial monthly amount specified in Section 1.2 ) and "Insurance Expenses" (as defined below with the initial monthly amount specified in Section 1.2) related to the Shopping Center or Landlord's ownership of the Shopping Center (excluding, however, areas for which any such Real Estate Charges or Insurance Expenses, or both, are paid by a party or parties other than Landlord). Tenant's obligations under this Section 6.2 shall be prorated during any partial year (i.e. the first and the last year of the Lease Term). "Real Estate Charges" shall include ad valorem taxes, general and special assessments, parking surcharges, any tax or excise on rents, any tax or charge for governmental services (such as street 4 Fil�y DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 maintenance or fire protection) and any tax or charge which replaces any such above -described "Real Estate Charges"; provided, however, that "Real Estate Charges" shall not be deemed to include any franchise, estate, inheritance or general income tax. Notwithstanding anything in the Lease to the contrary, the definition of "Real Estate Charges" shall include all taxes attributable to taxable margin levied pursuant to Chapter 171 of the Texas Tax Code or any amendment, adjustment or replacement thereof. "Insurance Expenses" shall include all premiums and other expenses incurred by Landlord for liability insurance and fire and extended coverage property insurance (plus whatever endorsements or special coverages which Landlord, in Landlord's sole discretion, may consider appropriate). As indicated in Section 1.1 (q), Real Estate Charges and Insurance Expenses are considered Additional Rent under this Agreement and shall not increase more than 10% annually (on a cumulative and compounding basis) unless agreed upon by both parties via an amendment to this Lease. 6.3 Landlord and Tenant shall attempt to obtain separate assessments for Tenant's obligations pursuant to Section 6.1 and, with respect to Section 6.2, for such of the "Real Estate Charges" as are readily susceptible of separate assessment. To the extent of a separate assessment, Tenant agrees to pay such assessment before it becomes delinquent and to keep the Demised Premises free from any lien or attachment as long as such amounts are within the 10% increase per year; moreover, as to all periods of time during the Lease Term, this covenant of Tenant shall survive the expiration or earlier termination of this Lease. In the event that any special assessment related to Real Estate Charges is above the permitted 10% increase in any given year (on a cumulative and compounding basis), of this Lease, Tenant's responsibility will be subject to its City Council's approval. With regard to the calendar year during which the Lease Term expires, Landlord at its option either may bill Tenant when the charges become payable or may charge the Tenant an estimate of Tenant's pro rata share of whichever charges have been paid directly by Tenant (based upon information available for the current year plus, if current year information is not adequate in itself, information relating to the immediately preceding year). 6.4 If at any time during the term of this Lease, Landlord has reason to believe that at some time within the immediately succeeding twelve (12) month period Tenant will owe Landlord an additional payment pursuant to one or more of the preceding sections of this Article VI, Landlord may direct that Tenant prepay monthly a pro rata portion of the prospective future payment (i.e., the prospective future divided by the number of months before the prospective future payment will be due) subject to the permitted 10% annual increase (on a cumulative and compounding basis) described in Section 6.2. Tenant agrees that any such prepayment directed by Landlord shall be due and payable monthly on the same day that Minimum Guaranteed Rental is due. ARTICLE VII COMMON AREAS 7.1 The term "Common Area" is defined for all purposes of this Lease as that part of the Shopping Center intended for the common use of all tenants, including among other facilities (as such may be applicable to the Shopping Center), parking area, private streets and alleys (if any), landscaping, curbs, loading area, sidewalks, malls and promenades (enclosed or otherwise), lighting facilities, drinking fountains, meeting rooms, public toilets, and the like but excluding (i) space in buildings (now or hereafter existing) designated for rental for commercial purposes, as the same may exist from time to time, (ii) streets and alleys maintained by a public authority, (iii) area within the Shopping Center which may from time to time not be owned by Landlord (unless subject to a cross -access agreement benefiting the area which includes the Demised Premises), and (iv) areas leased to a single -purpose user (such as a bank or a fast-food restaurant) where access is restricted. In addition, although the roof(s) of the building(s) in the Shopping Center are not literally part of the Common Area, they will be deemed to be so included for purposes of (i) Landlord's ability to prescribe rules regulations and regarding same and (ii) their inclusion for purposes of Common Area Maintenance Charges. Landlord reserves the right to change from time to time the dimensions and location of or any part of the Common Area, as well as the dimensions, identity and type of any buildings in the Shopping Center. For example, and without limiting the generality of the immediately preceding sentence, Landlord may from time to time substitute for any parking area reasonably accessible to the tenants of the Shopping Center, which areas may be elevated, surface or underground. 7.2 Tenant, and its employees and customers, and when duly authorized pursuant to the provisions of this Lease, its subtenants, licensees and concessionaires, shall have the nonexclusive right to use the Common Area (excluding roofs of buildings in the Shopping Center) as constituted from time to time, such use to be in common with DS FN-"r DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 Landlord, other tenants in the Shopping Center and other persons permitted by the Landlord to use the same, and subject to such reasonable rules and regulations governing use as Landlord from time to time prescribe. For example, and without limiting the generality of Landlord's ability to establish rules and regulations governing all aspects of the Common Area, Tenant agrees as follows: (a) Landlord may from time to time designate specific areas within the Shopping Center or in reasonable proximity thereto in which automobiles owned by Tenant, its employees, subtenants, licensees and concessionaires shall be parked; and in this regard, Tenant shall furnish to Landlord upon request a complete list of license numbers of all automobiles operated by Tenant, its employees, subtenants, licensees and concessionaires and Tenant agrees that if any automobile or other vehicle owned by Tenant or any of its employees, subtenants, licensees or concessionaires shall at any time be parked in any part of the Shopping Center other than the specified areas designated for employee parking. Tenant and Landlord agree that no fees will be included as Additional Rental for parking throughout the term. (b) Tenant shall not solicit business within the Common Area nor take any action which would interfere with the rights of other persons to use the Common Area. (c) Landlord may temporarily close any part of the Common Area for such periods of time as may be necessary to make repairs or alterations or to prevent the public from obtaining prescriptive rights. Landlord will make commercially reasonable efforts to minimize any such temporary closures. (d) With regard to the roof of the building in the Shopping Center, use of the roof is reserved to Landlord or, with regard to any tenant demonstrating to Landlord's satisfaction a need to use a portion of the roof immediately above Tenant's Demised Premises in the normal and usual course of its business, to such tenant after receiving prior written consent from Landlord. Landlord may enter into a licensing agreement with a third party for the management of the roof for the Shopping Center and Tenant understands that it will be required to abide by any and all provisions of the licensing agreement. Further, Tenant may be required to make additional payment to Landlord for any use of the roof for any antennae(s), satellite dish or dishes or any other equipment installed on the roof by Tenant (collectively, "Roof Equipment"). If Tenant is allowed to install any Roof Equipment, the Roof Equipment shall be installed in a location and by an experienced and certified roof installer approved by Landlord. Tenant, at its sole expense, shall repair any damage caused by the installation or removal of all such Roof Equipment. Tenant warrants that it shall not violate Landlord's roof warranty for any Roof Equipment installed on the roof. 7.3 Landlord shall be responsible for the operation, management, and maintenance of the Common Area, the manner of maintenance and the expenditures therefore to be in the sole discretion of Landlord, but to be generally in keeping with similar shopping centers within the same geographical area as the Shopping Center; provided, however, Landlord shall maintain the Common Area in compliance with applicable laws. 7.4 During the Lease Term, Tenant shall be liable for Common Area Maintenance Charges as a portion of Additional Rental, as described in Section 1.1 (q) herein, which includes Tenant's Proportionate Share of the cost of operation, repairs, replacement, maintenance and management of the Common Area (including, among other costs, those for lighting, painting, cleaning, policing, inspecting, repairing and replacing, and in the event of an enclosed mall or promenade in the Shopping Center, for heating and cooling) which may be incurred by Landlord in its discretion, including a reasonable portion of whatever management fee Landlord pays to the manager of the Shopping Center, a reasonable allowance for Landlord's overhead costs and the cost of any insurance for which Landlord is not reimbursed pursuant to Section 6.2. In addition, although the roofs) of the building(s) in the Shopping Center are not literally part of the Common Area, Landlord and Tenant agree that roof maintenance, repair and replacement shall be included as Common Area Maintenance Charges to the extent not specifically allocated to Tenant under this Lease nor to another tenant pursuant to its Lease. All expenses paid or reimbursed by Tenant pursuant to Article VI shall be excluded; moreover, with regard to capital expenditures (i) the original investment in capital improvements, i.e., upon the initial construction of the Shopping Center, shall not be included and (ii) improvements and replacements, to the extent capitalized on Landlord's records, shall be included only to the extent of a reasonable depreciation or amortization (including interest accruals commensurate with Landlord's interest costs). The proportionate share to be paid by Tenant of Common Area Maintenance Charges, with the initial estimated monthly amount specified in Section 1.2, shall be computed on the ratio that the total floor area of the Demised Premises bears to the total leasable floor 6 5DS M�Y DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 area of all buildings within the Shopping Center (excluding, however, areas owned or maintained by a party or parties other than Landlord); provided that, in no event shall such share be less than the amount specified in Section 1.2 above. If this Lease should commence on a date other than the first day of a calendar year or terminate on a date other than the last day of a calendar year, Tenant's reimbursement obligations under this Section 7.4 shall be prorated based upon Landlord's expenses for the entire calendar year. Tenant shall make such payments to Landlord on demand, at intervals not more frequent than monthly. Landlord may at its option make monthly or other periodic charges based upon the estimated annual cost of operation and maintenance of the Common Area, payable in advance but subject to adjustment after the end of the year on the basis of the actual cost for such year. ARTICLE VIII INTENTIONALLY DELETED ARTICLE IX USE AND CARE OF DEMISED PREMISES 9.1 The Demised Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the ADA, regarding the operation of Tenant's business, the use, condition, configuration and occupancy of the Demised Premises and the building systems located in or exclusively serving the Demised Premises. 9.2 Tenant shall not at any time leave the Demised Premises vacant, but shall in good faith continuously throughout the term of this Lease conduct and carry on in the entire Demised Premises the type of business for which the Demised Premises are leased. Tenant shall, except during reasonable periods for repairing, cleaning and decorating, keep the Demised Premises open to the public for business with adequate personnel in attendance on all days and during all hours (including evenings) established by Tenant consistent with normal business hours for Tenant's business for a majority of its locations and during any other hours when the Shopping Center generally is open to the public for business with exception of the Tenant's designated holiday schedule and on any days which the Tenant may be prohibited from being open for business by applicable law, ordinance or governmental regulation. 9.3 The Demised Premises may be used only for the purpose or purposes specified in Section 1.1(q), and only the trade name specified in Section 1.1(e) above (or, if Section 1.1(e) is not filled in, any trade name approved in advance by Landlord), and for no other purpose and under no other trade name without the prior written consent of Landlord. Landlord agrees, however, that it will not withhold consent in a wholly unreasonable and arbitrary manner (as further explained in Section 28.4 of this Lease). 9.4 Tenant shall not, without Landlord's prior written consent, keep anything within the Demised Premises or use the Demised Premises for any purpose which increases the insurance premium cost or invalidates any insurance policy carried on the Demised Premises or other parts of the Shopping Center. All property kept, stored or maintained within the Demised Premises by Tenant shall be at Tenant's sole risk. Tenant agrees, at its own cost and expense, to comply with all rules, regulations and requirements of the fire insurance underwriting organization and any similar body or governmental authority having jurisdiction. 9.5 Tenant shall not permit any objectionable noises or odors to emanate from the Demised Premises; nor place or permit any radio, television, loudspeaker or amplifier on the roof or outside the Demised Premises or where the same can be seen or heard from outside the building; nor place any antenna, equipment, awning or other projection on the exterior of the Demised Premises; nor place any "For Lease" or similar signs inside or outside its Demised Premises; nor distribute or cause to be distributed any handbills or other advertising devices in the Shopping Center; nor use any portion of the Common Area for the keeping or displaying of any merchandise or other object; nor take any other action which would constitute a nuisance or would disturb or endanger other tenants of the Shopping Center or unreasonably interfere with their use of their respective premises; nor permit any unlawful or immoral practice to be carried on or committed on the Demised Premises; nor do anything which would tend to injure the reputation of the Shopping Center. FDS M�Jr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 9.6 Tenant shall take good care of the Demised Premises and keep the same free from waste at all times. Tenant shall not overload the floors in the Demised Premises, nor deface or injure the Demised Premises. Tenant shall keep the Demised Premises and sidewalks, service -ways and loading areas adjacent to the Demised Premises neat, clean and free from dirt, rubbish, ice or snow at all times. Tenant shall store all trash and garbage within the Demised Premises, or in a trash dumpster or similar container approved by Landlord as to type, location and screening; and Tenant shall arrange for the regular pick-up of such trash and garbage at Tenant's expense (unless Landlord finds it necessary to furnish such a service, in which Tenant shall be charged an equitable portion of the total of charges to all tenants using the service). Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in manner and areas prescribed by Landlord. Tenant shall not operate an incinerator or burn trash or garbage within the Shopping Center area. 9.7 Tenant shall maintain all display windows in a neat, attractive condition, and shall keep all display windows, exterior electric signs in front of the Demised Premises lighted from dusk until 10:00 p.m., every day, including Sundays and holidays (or any other hours established by Landlord for the Shopping Center). 9.8 Tenant shall include the address and identity of its business activities in the Demised Premises in all advertisements made by Tenant in which the address and identity of any similar local business activity of Tenant is mentioned. 9.9 Tenant shall procure at its sole expense any approvals, permits and licenses required for the transaction of business in the Demised Premises and otherwise comply with all applicable laws, ordinances and governmental regulations. 9.10 Tenant shall take prudent measures to provide for the security of its employees, agents, customers, and the Demised Premises, and shall keep some of its interior store lights lighted from dusk until dawn every day. 9.11 Tenant may occupy the Demised Premises prior to the Commencement Date ("Early Access Period") and completion of Landlord's Work as described in Exhibit "C" attached to this Lease. Tenant's occupancy during the Early Access Period shall be subject to all of the terms and conditions of this Lease excepting the payment of Minimum Guaranteed Rental and Additional Rental provided that Tenant shall pay the cost of all utilities for the Demised Premises during the Early Access Period. ARTICLE X MAINTENANCE AND REPAIR OF DEMISED PREMISES 10.1 Landlord shall keep the foundation, the exterior walls (except plate glass; windows, doors, door closure devices and other exterior openings; window and door frames, molding, locks and hardware, special store fronts, lighting, HVAC, plumbing and other electrical, mechanical and electromotive installation, equipment and fixtures; signs, placards, decorations or other advertising media of any type; and interior painting or other treatment of exterior walls), gutter, down spouts and roof (subject to the second sentence in Section 7.4 above) of the Demised Premises in good repair. Landlord, however, shall not be required to make any repairs occasioned by the act or negligence of Tenant, its agents, employees, subtenants, licensees and concessionaires (including, but not limited to, roof leaks resulting from Tenant's installation of air conditioning equipment or any other roof penetration or placement); and the provisions of the previous sentence are expressly recognized to be subject to the provisions of Article XVII and Article XVIII of this Lease. In the event that the Demised Premises should become in need of repairs required to be made by Landlord hereunder, Tenant shall give immediate written notice thereof to Landlord; and Landlord shall not be responsible in any way for failure to make any such repairs until a reasonable time shall have elapsed after receipt by Landlord of such written notice. 10.2 Tenant shall keep the Demised Premises in good, clean and habitable condition and shall at its sole cost and expense keep the Demised Premises free of insects, rodents, vermin and other pests and make all needed repairs and replacements, including replacement of cracked or broken glass, except for repairs and replacements required to be made by Landlord under the provisions of Section 10.1. Notwithstanding anything to the contrary set FDS DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 forth in Section 10.1 or elsewhere in this Lease, it is understood that Tenant's responsibilities herein include the maintenance, repair and replacement of all lighting, HVAC, plumbing and other electrical, mechanical and electromotive installation, equipment and fixtures and also include all utility repairs in ducts, conduits, pipes and wiring, and any sewer stoppage located in, under and above the Demised Premises. If any repairs required to be made by Tenant hereunder are not made within ten (10) days after written notice delivered to Tenant by Landlord, Landlord may at its option make such repairs without liability to Tenant for any loss or damage which may result to its stock or business by reason of such repairs; and Tenant shall pay to Landlord upon demand, as Additional Rental hereunder, the cost of such repairs plus interest at the maximum contractual rate which could legally be charged in the event of a loan of such payment to Tenant (but in no event to exceed 1'/2 % per month), such interest to accrue continuously from the date of payment by Landlord until repayment by Tenant. At the expiration of this Lease, Tenant shall surrender the Demised Premises in good condition, excepting reasonable wear and tear and losses required to be restored by Landlord in Section 10.1, Article XVII and Article XVIII of this Lease. ARTICLE XI ALTERATIONS 11.1 Tenant shall not make any alterations, additions or improvements to the Demised Premises without the prior written consent of Landlord and approval by Landlord of Tenant's contractor/subcontractors, except for the installation of unattached movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Demised Premises; provided, however, Tenant may, at Tenant's sole cost and expense make "cosmetic" alterations the cost of which do not exceed $5,000 without Landlord approval, but still must notify Landlord before making such alterations if such alterations do not affect the exterior or the structure or the systems of the Building in which the Demised Premises is located. All other alterations require Landlord approval (which approval will not be unreasonably withheld). Without limiting the generality of the immediately preceding sentence, any installation or replacement of Tenant's HVAC equipment must be effected strictly in accordance with Landlord's instructions. All alterations, additions, improvements and fixtures (including, without limitation, all floor coverings and all HVAC equipment but excluding Tenant's unattached, readily movable furniture and office equipment) which may be made or installed by either party upon the Demised Premises shall remain upon and be surrendered with the premises and become the property of Landlord at the termination of this Lease, unless Landlord requests their removal; in which event Tenant shall remove the same and restore the Demised Premises to its original condition at Tenant's expense. 11.2 All construction work done by or on behalf of Tenant within the Demised Premises shall be performed diligently, in a good and workmanlike manner, in compliance with all governmental requirements, and in such manner as to cause a minimum of interference with other construction in progress and with the transaction of business in the Shopping Center. Tenant shall also deliver to Landlord a copy of the "as built" plans and specifications for all alterations or physical additions so made by or on behalf of Tenant in or to the Demised Premises. Tenant's contractors and subcontractors (at Landlord's option) shall carry commercial general liability insurance in such amounts and in such manner as Landlord reasonably required of Tenant in Section 15.2 below). Notwithstanding the foregoing, any roof penetration shall be performed by Landlord's roofer or, at Landlord's option, by a bonded roofer approved in advance by Landlord. 11.3 Should any mechanic's or other liens be filed against any portion of the Demised Premises and/or the Shopping Center, or any interest in any of same, by reason of Tenant's acts or omissions, or because of a claim against Tenant or its contractors, Tenant shall cause the same to be canceled or discharged of record by bond or other manner satisfactory to Landlord within ten (10) business days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said ten (10) business day period, which failure shall be deemed to be a default hereunder (without the benefit of any additional notice and cure period hereunder), Landlord may, at its sole option and in addition to any other remedy of Landlord hereunder, cancel or discharge the same or cause the same to be canceled or discharged and, upon Landlord's demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging such lien or liens. 11.4 In the event that Landlord elects to remodel all or any portion of the Shopping Center, Tenant will cooperate with such remodeling, including Tenant's tolerating temporary inconveniences (and even the temporary removal of Tenant's signs in order to facilitate such remodeling, as it may relate to the exterior of the Demised Premises). FDS M�lr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 ARTICLE XII LANDLORD'S RIGHT OF ACCESS 12.1 Landlord shall have the right to enter upon the Demised Premises provided Tenant is given reasonable notice for the purpose of inspecting the same, or of making repairs to the Demised Premise, or of making repairs, alterations or additions to adjacent premises, or of showing the Demised Premises to prospective purchasers, lessees or lenders. 12.2 In the event that Tenant does not renew or extend this Lease pursuant to a right granted herein Tenant will permit Landlord to place and maintain "For Rent" or "For Lease" signs on the Demised Premises during the last ninety (90) days of the Lease Term, it being understood that such signs shall in no way affect Tenant's obligations pursuant to Section 9.4, Section 13.1 or any other provision of this Lease. 12.3 Use of the roof above the Demised Premises is reserved to Landlord; however, Landlord agrees that it will not use the roof for signage or other advertising displays without Tenant's consent. ARTICLE XIII SIGNS; STORE FRONTS 13.1 Tenant shall not, without Landlord's prior written consent (a) make any changes to the store front, or (b) install any exterior lighting, decorations, paintings, awnings, canopies or the like, or (c) erect or install any signs, window or door lettering, placards, decorations or advertising media of any type which can be viewed from the exterior of the Demised Premises, excepting only dignified displays of customary type for its display windows. All signs, lettering, placards, decorations and advertising media (including, without limitation, the sign required by Section 13.2 below) shall conform in all respects to the sign criteria established by Landlord for the Shopping Center from time to time in the exercise of its sole discretion, and shall be subject to Landlord's requirements as to construction, method of attachment, size, shape, height, lighting, color and general appearance. All signs (storefront, pylon sign panel, if applicable and any window signage) shall be kept in good condition and in proper operating order at all times. If Tenant fails to keep all approved signage in good condition and in proper operating order (including, but not limited to maintaining that all signage is properly lit) Landlord may take necessary steps to repair or replace any signage and Tenant shall be responsible for reimbursing Landlord for the actual cost upon demand, subject to Tenant's City Council approval. 13.2 Subject to the restrictions of Section 13.1 above, Tenant agrees to install and maintain a sign on the front of the Demised Premises during the term of this Lease. Window signage shall be limited to professionally installed vinyl lettering (and/or Tenant's logo) and shall be limited to Tenant's front door(s). No window signage shall be permitted unless previously approved by Landlord prior to the signing of this Lease or allowed by virtue of an exhibit attached to this Lease. Tenant shall be responsible for installing Tenant's suite number above the front door and on the rear door of the Demised Premises. The size and font of the suite numbers shall be consistent with all others installed. ARTICLE XIV UTILITIES 14.1 Landlord agrees to cause to be provided to the Shopping Center the necessary mains, conduits and other facilities necessary to supply water, gas (if deemed appropriate by Landlord), electricity, telephone service and sewerage service to the building in which the Demised Premises are located. 14.2 Tenant shall promptly pay directly to the provider all charges for electricity, water, gas, telephone service, sewerage service and other utilities furnished to the Demised Premises including the city storm water assessment. Landlord may, in its sole discretion, elect to have one or more necessary utilities placed in Landlord's name, and in such event, Landlord shall promptly pay for each utility directly to the provider, and Tenant shall reimburse Landlord for the actual cost in the immediately following month. Failure of Tenant to reimburse Landlord in the immediately following month will result in a late fee of ten (10%) of the amount owed. 10 DS 5M�Y DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 14.3 Landlord shall not be liable for any interruption whatsoever in utility services, beyond the control of Landlord or in order to make alterations, repairs or improvements. ARTICLE XV INSURANCE COVERAGES 15.1 Landlord shall procure and maintain throughout the term of this Lease a policy or policies of insurance, at its sole cost and expense (but subject to Article VI above), causing the Shopping Center to be insured under standard fire and extended coverage insurance and liability insurance (plus whatever endorsements or special coverages Landlord, in its sole direction, may consider appropriate), to extent necessary to comply with Landlord's obligations pursuant to other provisions of this Lease provided, however, Landlord shall have no obligation to insure Tenant's Work. 15.2 The City of Fort Worth is, for the most part, a self -funded entity and as such, generally, it does not maintain a commercial liability insurance policy to cover premises liability. Damages for which the City of Fort Worth would be found liable would be paid directly by the City of Fort Worth and not by a commercial insurance company. Within ten business days of receiving actual notice of a claim that alleges liability of the Tenant, Landlord shall forward such notice of claim to the City of Fort Worth, Risk Management Division, 200 Texas St., Fort Worth, Texas 76102. ARTICLE XVI WAIVER OF LIABILITY; MUTUAL WAIVER OF SUBROGATION 16.1 Landlord and Landlord's agents and employees shall not be liable to Tenant, nor to Tenant's employees, agents and visitors, nor to any other person whomsoever, for any injury to person or damage to property caused by the Demised Premises or other portions of the Shopping Center becoming out of repair or by defect or failure of any structural element of the Demised Premises or of any equipment, pipes or wiring, or broken glass, or by the backing up of drains, or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Demised Premises (except where due to Landlord's failure to make repairs required to be made hereunder, after the expiration of a reasonable time after notice to Landlord to the need for such repairs), nor shall Landlord be liable to Tenant, nor to Tenant's employees, agents or visitors, nor to any other person whomsoever, for any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Shopping Center or of any other persons whomsoever, excepting only duly authorized employees and agents of Landlord. Landlord shall not be held responsible in any way on account of any construction, repair or reconstruction (including widening) of any private or public roadways, walkways or utility lines. 16.2 Landlord shall not be liable to Tenant or to Tenant's employees, or agents whomsoever, for any injury to person or damage to property on or about the Demised Premises or the Common Area caused by the negligence or misconduct of Tenant, its employees, subtenants, licensees or concessionaires, or any other person entering the Shopping Center under express or implied invitation of Tenant (with the exception of customers in the Common Area), or arising out of the use of the Demised Premises by Tenant and the conduct of its business therein, or arising out of any breach or default by Tenant in the performance of its obligations under this Lease. 16.3 Landlord shall not be liable to Tenant or to Tenant's employees or Tenant's agents for losses due to theft, vandalism or burglary, or for damages or injuries done by unauthorized persons to the Demised Premises. ARTICLE XVII DAMAGES BY CASUALTY 17.1 Tenant shall give immediate written notice to the Landlord of any damage caused to the Demised Premises by fire or other casualty. 17.2 In the event that the Demised Premises shall be damaged or destroyed by fire or other casualty insurable under standard fire and extended coverage insurance and Landlord does not elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and its sole cost and expense to rebuild and DS 11 FM�lr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 repair the Demised Premises. In the event (a) the building in which the Demised Premises are located shall be destroyed or substantially damaged by a casualty not covered by Landlord's insurance or (b) such building shall be destroyed or rendered untenantable to an extent in excess of fifty percent of the first floor area by a casualty covered by Landlord's insurance, or (c) the holder of a mortgage, deed of trust or other lien on the Demised Premises at the time of the casualty elects, pursuant to such mortgage, deed of trust or other lien, to require the use of all or part of Landlord's insurance proceeds satisfaction of all or part of the indebtedness secured by the mortgage, deed of trust or other lien, then Landlord may elect either to terminate this Lease or to proceed to rebuild and repair the Demised Premises. Landlord shall give written notice to Tenant of such election within sixty (60) days after the occurrence of such casualty and, if it elects to rebuild and repair, shall proceed to do so with reasonable diligence and its sole cost and expense. 17.3 Landlord's obligation to rebuild and repair under this Article XVII shall in any event be limited to restoring the base building structure and Landlord's Work (if any), as described in Exhibit "C" attached to this Lease, to substantially the same condition in which the same existed prior to the casualty. Tenant agrees that promptly after completion of such work by Landlord, Tenant will proceed with reasonable diligence and at Tenant's sole cost and expense to restore, repair and replace all alterations, additions, improvements, fixtures, signs and equipment installed by or on behalf of Tenant including, without limitation, all items of Tenant's Work. 17.4 Tenant agrees that during any period of reconstruction or repair of the Demised Premises, it will continue the operation of its business within the Demised Premises to the extent practicable. During the period from the occurrence of the casualty until Landlord's repairs are completed, the Minimum Guaranteed Rental shall be reduced to such extent as may be fair and reasonable under the circumstances and as reasonably agreed upon between the parties. If it is not practicable for Tenant to continue its operations during any period of reconstruction, no Minimum Guaranteed Rental shall be due until the Demised Premises has been fully restored. ARTICLE XVIII EMINENT DOMAIN 18.1 If more than thirty percent (30%) of the floor area of the Demised Premises should be taken for any public or quasi -public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof; this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. 18.2 If less than thirty percent (30%) of the floor area of the Demised Premises should be taken as aforesaid, this Lease shall not terminate; however, the Minimum Guaranteed Rental (but not percentage rental) payable hereunder during the expired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations to the remaining premises or, if an exhibit describing Landlord's Work is attached to this Lease, all necessary repairs within the scope of Landlord's Work as described in such exhibit, as the case may be, required to make the remaining portions of the Demised Premises an architectural whole. 18.3 If any part of the Common Area should be taken as aforesaid, this Lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Shopping Center shall be less than seventy percent of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after date physical possession is taken by condemning authority. 18.4 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Demised Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for Tenant's moving and relocation expenses or for the loss of Tenant's fixtures and other tangible personal property if a separate award for such items is made to Tenant. DS 12 5���� DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 ARTICLE XIX ASSIGNMENT AND SUBLETTING 19.1 Subject to Section 19.5 below, Tenant shall not assign or in any manner transfer this Lease or any estate or interest therein, or sublet the Demised Premises or any part thereof, or grant any license, concession or other right of occupancy of any portion of the Demised Premises without the prior consent of Landlord. Landlord agrees that it will not withhold consent in a wholly unreasonable and arbitrary manner (as further explained in Section 28.4 of this Lease); however, in determining whether or not to grant its consent, Landlord shall be entitled to take into consideration factors such as Landlord's desired tenant mix, the reputation and net worth of the proposed transferee, and the then current market conditions (including market rentals). In addition, Landlord shall also be entitled to charge Tenant a reasonable fee for processing Tenant's request. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. 19.2 If Tenant is a corporation, partnership or other entity and if any time during the primary term of this Lease or any renewal or extension thereof the person or persons who own a majority of either the outstanding voting rights or the outstanding ownership interests of Tenant at the time of the execution of this Lease cease to own a majority of such voting rights or ownership interests (except as a result of transfers by devise or descent), the loss of a majority of such voting rights or ownership interests shall be deemed an assignment of this Lease by Tenant and, therefore, subject in all respects to the provisions of Section 19.1 above. The previous sentence shall not apply, however, if at the time of the execution of this Lease, Tenant is a corporation and the outstanding voting shares of capital stock of Tenant are listed on a recognized security exchange or over-the-counter market. 19.3 Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under this Lease (even if future assignments and sublettings occur subsequent to the assignment or subletting by Tenant, and regardless of whether or not Tenant's approval has been obtained for such future assignments and sublettings). Moreover, in the event that the rental due and payable by a sublessee (or a combination of the rental payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, or if with respect to a permitted assignment, permitted license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee or other transferee exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the case may be. Finally, in any event of assignment or subletting it is understood and agreed that all rentals paid to Tenant be an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or reduction of any kind; and upon election by Landlord such rentals shall be paid directly to Landlord as specified in Section 4.2 of this Lease (to be applied as a credit and offset to Tenant's rental obligation). 19.4 Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Demised Premises. 19.5 Notwithstanding Section 19.1 to the contrary, if Tenant has not been in default of its obligations under this Lease Tenant may assign this Lease or sublet the Demised Premises to the holding company or subsidiary company of Tenant or an associated or affiliated company of Tenant without the prior consent of the Landlord but only after reasonable prior written notice to Landlord, provided that said assignee or sublessee must (i) have financial strength equal or greater than that of the Tenant as of the Effective Date (ii) expressly assume in writing the obligations of Tenant hereunder, (iii) comply with the terms and conditions of this Lease including the Permitted Use, and (iv) submit executed Certificates of Insurance (Acord form) as required herein to be effective as of the date of such assignment or subletting, as applicable. Such assignment or subletting shall not alter Tenant's or any guarantor of Tenant's obligations under this Lease responsibility to Landlord under this Lease. 19.6 If Tenant assigns, subleases or otherwise transfers or otherwise encumbrances any interest in this Lease or allows any third party to use any portion of the Demised Premises without Landlord's prior written consent or otherwise in violation of this Article XIX, Tenant shall automatically be in default hereunder. DS 13 5M�Jr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 19.7 In the event of the transfer and assignment by Landlord of its interest in this Lease and in the building containing the Demised Premises to a person expressly assuming Landlord's obligations under this Lease, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligation. Any security given by Tenant to secure performance of Tenant's obligations hereunder may be assigned and transferred by Landlord to such successor in interest and Landlord shall thereby be discharged of any further obligations relating thereto. ARTICLE XX SUBORDINATION; ATTORNMENT; ESTOPPELS 20.1 Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter placed upon the Shopping Center or any portion of the Shopping Center which includes the Demised Premises, and to any renewals and extensions thereof. Tenant agrees that any lender shall have the right at any time to subordinate its mortgage, deed of trust or other lien to this Lease; provided, however, notwithstanding that this Lease may be (or made to be) superior to a mortgage, deed of trust or other lien, the lender shall not be liable for Prepaid Rental, Security Deposits and claims accruing during Landlord's ownership; further provided that all the provisions of a mortgage, deed of trust or other lien relative to the rights of the lender with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and provisions relative to proceeds arising from insurance payable by reason of damage to or destruction of the Demised Premises shall be prior and superior to any contrary provisions contained in this instrument with respect to the payment or usage thereof. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien hereafter placed upon the Demised Premises or the Shopping Center as a whole, and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request. 20.2 At any time when the holder of an outstanding mortgage, deed of trust or other lien covering Landlord's interest in the Demised Premises has given Tenant written notice of its interest in this Lease, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the holder of the indebtedness secured by such mortgage, deed of trust or other lien shall have received written notice of such default and a reasonable time (not less than thirty (30) days) shall thereafter have elapsed without the default having been cured. 20.3 Tenant agrees that it will from time to time upon request by Landlord execute and deliver to Landlord a written statement addressed to Landlord (or to a party designated by Landlord), which statement shall identify Tenant and this Lease, shall certify that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), shall confirm that Landlord is not in default as to any obligations of Landlord under this Lease (or if Landlord is in default, specifying any default), shall confirm Tenant's agreements contained above in this Article XX, and shall contain such other information or confirmations as Landlord may reasonably require. ARTICLE XXI DIRECTION OF TENANT'S ENERGIES 21.1 Tenant acknowledges that Tenant's monetary contribution to Landlord (in the form of rentals) and Tenant's general contribution to commerce within the Shopping Center (also important in Landlord's determination to execute this Lease with Tenant) will be substantially reduced if during the term of this Lease, either Tenant or any person, firm or corporation, directly or indirectly controlling, controlled by or under common control with Tenant shall directly or indirectly operate, manage, conduct or have any interest in any establishment within commercial proximity of the Shopping Center. Accordingly, Tenant agrees that if during the term of this Lease, either Tenant or any person, firm or corporation, directly or indirectly controlling, controlled by or under common control with Tenant (and also, in the event Tenant is a corporation, if any officer or director thereof or shareholder owning more than ten percent (10%) of the outstanding stock thereof, or parent, subsidiary or related or affiliated corporation) either directly or indirectly commences operation of any store selling or otherwise sells or offers for sale any merchandise or services of the type to be sold by Tenant in the Demised Premises as provided in Section L(r) hereof or similar or related items, or in any manner competes with the business provided herein to be conducted by Tenant at the Demised Premised, within a straight line radius of two (2) miles of the Shopping Center, which Tenant acknowledges is a reasonable DS 14 5M�lr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 distance for the purpose of this provision, then in such event, the Minimum Guaranteed Rental then payable by Tenant hereunder shall be increased by one hundred ten percent (110%), subject to Tenant's City Council approval. The above adjustment in rental reflects the estimate of the parties as to the damages which Landlord would be likely to incur by reason of the diversion of business and customer traffic from the Demised Premises and Shopping Center to such other store within such radius, as a proximate result of the establishment of such other store. This provision shall not apply to any existing store presently being operated by Tenant as of the date hereof, provided there is no change in the size, merchandise mix or trade name of such commercial establishment. Finally, Tenant agrees that Landlord may waive, for any reason whatsoever, all rights granted to Landlord pursuant to this Section 2 1. 1 and may sever this section from the remainder of this Lease (thereby keeping the remainder of this Lease unmodified and in full force and effect). ARTICLE XXII NON -APPROPRIATION OF FUNDS, DEFAULT, AND REMEDIES 22.1 This Lease shall terminate in the event that the governing body of Tenant fails to appropriate sufficient funds to satisfy any obligation of Tenant hereunder provided, however, Tenant shall provide at least 120 days advance notice prior to exercising any such termination right and provided further Tenant shall not have a right to terminate under this Section 22.1 on or before the first anniversary of the Lease. Termination shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever comes first. Notwithstanding the foregoing to the contrary, in the event Tenant terminates this Lease prior to the expiration date of the initial Term then Tenant shall be responsible to provide payment subject to City Council Approval for (i) the remaining unamortized portion of Landlord's Work and (ii) real estate commissions paid by Landlord in connection with this Lease, with the total of both being up to, but not to exceed, one hundred fifty three thousand dollars ($153,000.00), such amount shall be amortized in a straight line basis based on the number of months of the initial Lease Term set forth in Section 1.1(m) hereof. Within thirty (30) days after the termination notice is submitted to Landlord by Tenant, Landlord shall provide Tenant an invoice with the amount due and back up details supporting the amount due to Landlord which Tenant shall promptly submit to the Fort Worth City Council for payment, which payment shall be subject to Fort Worth City Council approval. 22.2 The following events shall be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay any installment of rental or any other obligation under this Lease involving the payment of money and such failure shall continue for a period of ten (10) days after written notice thereof to Tenant; provided, however, that for each calendar year during which Landlord has already given Tenant one (1) written notice of the failure to pay an installment of rental, no further notice shall be required (i.e., the event of default will automatically occur on the tenth (loth) day after the date upon which the rental was due). (b) Tenant shall fail to comply with any term, provision or covenant of this Lease, other than as described in subsections (a), (g), (h) and (i), and shall not cure such failure within fifteen (15) days after written notice thereof to Tenant. (c) Tenant or any guarantor of Tenant's obligations under this Lease shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors. (d) Tenant or any guarantor of Tenant's obligations under this Lease shall file a petition under any section or chapter of the federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; of Tenant or any guarantor of Tenant's obligations under this Lease shall be adjudged bankrupt or insolvent in proceedings filed against Tenant obligations under this Lease thereunder. (e) A receiver of Trustee shall be appointed for the Demised Premises or for all or substantially all of the assets of Tenant or any guarantor of Tenant's obligation under this Lease. DS 15 DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 (f) Tenant shall desert or vacate or shall commerce to desert or vacate the Demised Premises or any substantial portion of the Demised Premises or shall remove or attempt to remove, without the prior written consent of Landlord, all a substantial amount of Tenant's goods, wares, equipment, fixtures, furniture, or other personal property. (g) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises. (h) Tenant shall fail to provide insurance as required herein or such insurance shall lapse prior to replacement or renewal by Tenant. (i) Tenant assigns, subleases or otherwise transfers or otherwise encumbrances any interest in this Lease or allows any third party to use any portion of the Demised Premises without Landlord's prior written consent or otherwise in violation of Article XIX of this Lease. 22.3 Upon the occurrence of any such events of default by Tenant, Landlord shall have the option to pursue any one or more of the following remedies: (a) Without any further notice or demand whatsoever, Landlord may take any one or more of the actions permissible at law to insure performance by Tenant of Tenant's covenants and obligations under this Lease. In this regard, and without limiting the generality of the immediately preceding sentence, it is agreed that if Tenant fails to open for business as required in this Lease or, having opened for business, deserts or vacates the Demised Premises, Landlord may enter upon and take possession of such premises in order to protect them from deterioration and continue to demand from Tenant the monthly rentals and other charges provided in this Lease until the Demised Premises can be relet by Landlord, such action by Landlord shall not be deemed as an acceptance of Tenant's surrender of the Demised Premises unless Landlord expressly notifies Tenant of such acceptance in writing pursuant to this subsection (a), Tenant hereby acknowledging that Landlord shall otherwise be reletting as Tenant's agent and Tenant furthermore hereby agreeing to pay to Landlord on demand any deficiency that may arise between the monthly rentals and other charges provided in this Lease and that actually collected by Landlord subject to Section 22.1 above. It is further agreed in this regard that in the event of any default described in subsection (a) of Section 22.2 of this Lease, Landlord shall have the right to enter upon the Demised Premises without being liable for prosecution or any claim for damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease. (b) Landlord may terminate this Lease by written notice to Tenant, in which event Tenant shall immediately surrender the Demised Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which Landlord may have for possession or arrearages in rent (including any late charge or interest which may have accrued pursuant to Section 4.6 of this Lease), enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said premises or any part thereof, by any lawful self-help or judicial means, without being liable for prosecution or any claim for damages therefor. Tenant hereby waives any statutory requirement of prior written notice for filing eviction or damage suits for nonpayment of rent. In addition, Tenant agrees to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of any termination effected pursuant to this subsection (c). Landlord will mitigate all loss and damage to the extent required by Texas law with said loss and damage to be determined by either of the following alternative measures of damages: (i) Until Landlord is able, through reasonable efforts, the nature of which efforts shall be at the sole discretion of Landlord, to relet the Demised Premises, Tenant shall pay to Landlord on or before the first day of each calendar month, the monthly rentals and other charges provided in this Lease. After the Demised Premises have been relet by Landlord, Tenant shall pay to Landlord on the twentieth (20th) day of each calendar month the difference between the monthly rentals and other charges provided in this Lease for such calendar month and that actually collected by Landlord for such month. If it is necessary for Landlord to bring suit in order to collect any deficiency, Landlord shall have a right to allow such deficiencies to accumulate and to bring an action on several or all of the accrued deficiencies at one time. Any such suit shall not prejudice in any way the right to bring a similar action for any deficiency or deficiencies. Any amount collected by Landlord from subsequent tenants for any calendar month, in excess of the monthly 16 Ds DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 rentals and other charges provided in this Lease, shall be credited to Tenant in reduction of Tenant's liability for any calendar month for which the amount collected by Landlord will be less than the monthly rentals and other charges provided in this Lease; but Tenant shall have no right to such excess other than the above - described credit. (ii) When Landlord desires, Landlord may demand a final settlement. Upon demand for a final settlement, Landlord shall have a right to, and Tenant hereby agrees to pay, the difference between the total of all monthly rentals and other charges provided in this Lease for the remainder of the term and the reasonable rental value of the Demised Premises for such period, such difference to be discounted to present value at a rate equal to the rate of interest which is allowed by law in the State of Texas when the parties to a contract have not agreed on any particular rate of interest (or, in the absence of such law, at the rate of six per cent per annum). If Landlord elects to exercise the remedy prescribed in subsection 22.2 (b) above, this election shall in no way prejudice Landlord's right at any time thereafter to cancel said election in favor of the remedy prescribed in subsection 22.2(c) above, provided that at the time of such cancellation Tenant is still in default. Similarly, If Landlord elects to compute damages in the manner prescribed by subsection 22.2(c)(i) above, this election shall in no way prejudice Landlord's right at any time thereafter to demand a final settlement in accordance with subsection 22.2(c)(ii) above. Pursuit of any of the above remedies shall not preclude pursuit of any other remedies prescribed in other sections of this Lease and any other remedies provided by law. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. 22.4 It is expressly agreed that in determining "the monthly rentals and other charges provided in this Lease," as that term is used throughout subsections 22.3(b)(i) and 22.3(b)(ii) above, there shall be added to the Minimum Guaranteed Rental (as specified in Sections 1.1(m) and 4.1 of this Lease) a sum equal to the charges for Tenant's Proportionate Share of Common Area Maintenance Charges, Real Estate Charges and Insurance Expenses as specified in this Lease. 22.5 It is further agreed that, in addition to payments required pursuant to subsections 22.2(a) and 22.2(b) above, Tenant shall compensate Landlord for all expenses incurred by Landlord in repossession (including, among other expenses, any increase in insurance premiums caused by the vacancy of the Demised Premises), all expenses incurred by Landlord in reletting (including, among other expenses, repairs, remodeling, replacements, advertisements and brokerage fees), all concessions granted to a new tenant upon reletting (including, among other concessions, renewal options), all losses incurred by Landlord as a direct or indirect result of Tenant's default (including, among other losses, any adverse reaction by Landlord's lender or by other tenants or potential tenants of the Shopping Center) and a reasonable allowance for Landlord's pursuing the rights and remedies provided herein and under applicable law. 22.6 Landlord may restrain or enjoin any breach or threatened breach of any covenant, duty or obligation of Tenant herein contained without the necessity of proving the inadequacy of any legal remedy or irreparable harm. The remedies of Landlord hereunder shall be deemed cumulative and not exclusive of each other. 22.7 If on account of any breach or default by Tenant in its obligations hereunder, Landlord shall employ an attorney to present, enforce or defend any of Landlord's rights or remedies hereunder. Tenant shall not be responsible for such attorney's fees. 22.8 Tenant acknowledges its obligation to deposit with Landlord the Security Deposit in the sum stated in Section 1.1(p) above, to be held by Landlord without interest as security for the performance by Tenant of Tenant's covenants and obligations under this Lease. Tenant agrees that the Security Deposit may be co -mingled with Landlord's other funds and is not an advance payment of rental or a measure of Landlord's damages in case of default by Tenant. Upon the occurrence of any event of default by Tenant, Landlord may, from time to time, without prejudice to any other remedy provided herein or provided by law, use the Security Deposit to the extent necessary to make good any arrears of rentals and any other damage, injury, expense or liability caused to Landlord by such event of default, and Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not then in default hereunder, any remaining balance of the Security Deposit shall be returned by Landlord to Tenant upon termination of this Lease (subject to the provisions of Section 19.5 above). 17 5DS NN ^r DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 ARTICLE XXIII HOLDING OVER 23.1 In the event Tenant remains in possession of the Demised Premises after the expiration of this Lease and without the execution of a new Lease or renewal or extension, it shall be deemed to be occupying said premises as a tenant form month to month at a rental equal to the rental (including any percentage rental) herein. No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to extend the Lease Term or prevent Landlord from immediate recovery of possession of the Demised Premises by summary proceedings or otherwise. ARTICLE XXIV NOTICES 24.1 Wherever any notice is required or permitted hereunder, such notice shall be in writing. Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered when actually received by the designated addressee or, if earlier and regardless of whether actually received or not, when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the parties hereto at the respective addresses set out in Section 1.1 above (or at Landlord's option, to Tenant at the Demised Premises), or at such other addresses as they have theretofore specified by written notice. 24.2 If and when included within the term "Landlord" as used in this instrument there are more than one person, firm or corporation, all shall jointly arrange among themselves for their joint execution of such notice specifying some individual at some specific address for the receipt of notices and payments to the Landlord; if and when included within the term "Tenant" as used in this instrument there are more than one person, firm or corporation, all shall jointly arrange among themselves for their joint execution of such a notice specifying some individual at some specific address for the receipt of notices and payment to Tenant. All parties included within the terms "Landlord" and "Tenant," respectively, shall be bound by notices and payments given in accordance with the provisions of this Article to the same effect as if each had received such notice or payment. In addition, Tenant agrees that notices may be given by Landlord's attorney, property manager or other agent. ARTICLE XXV COMMISSIONS; TITLE ADVICE 25.1 Landlord shall pay to Agent, a commission for negotiating this Lease, it being agreed that such Agent's right to such commission payable to Agent shall be described in a separate agreement executed by Landlord and Agent. 25.2 Tenant represents that it has not had any dealings with any real estate broker, finder or intermediary with respect to this Lease, other than the Agents specified in Section 1.1 of this Lease. Subject to Section 27.1, Tenant shall, to the fullest extent permitted by applicable law, indemnify, protect, defend (by counsel reasonably approved in writing by Landlord) and hold Landlord harmless from and against any and all claims, judgments, suits, causes of action, damages, losses, liabilities and expenses (including attorneys' fees and court costs) resulting from any breach by Tenant of the foregoing representation, including, without limitation, any claims that may be asserted against Landlord by any broker, agent or finder undisclosed by Tenant herein. This indemnity shall survive the expiration or earlier termination of this Lease. 25.3 Tenant hereby acknowledges that at the time of the execution of this Lease, Agent advised Tenant by this writing that Tenant should have an abstract covering the real estate upon which the Shopping Center and the Demised Premises are located, examined by an attorney of Tenant's own selection or, at Tenant's option, that Tenant, at Tenant's sole cost, should obtain a leasehold owner's policy of title insurance. D 18 S 5Mlr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 ARTICLE XXVI REGULATIONS 26.1 Landlord and Tenant acknowledges that there are in effect federal, state, county and municipal laws, orders, rules, directives and regulations (collectively referred to hereinafter as the "Regulations") and that additional Regulations may hereafter be enacted or go into effect, relating to or affecting the Demised Premises or the Shopping Center, and concerning the impact on the environment of construction, land use, maintenance and operation of structures, and conduct of business. Subject to the express rights granted to Tenant under the terms of this Lease, Tenant will not cause, or permit to be caused, any act or practice, by negligence, omission, or otherwise, that would adversely affect the environment, or do anything to permit anything to be done that would violate any said laws, regulations or guidelines. Moreover, Tenant shall have no claim against Landlord by reason of any changes Landlord may make in the Shopping Center or the Demised Premises pursuant to said Regulations or any charges imposed upon Tenant, Tenant's customers or other invitees pursuant to same. 26.2 If, by reason of any Regulations, the payment to, or collection by, Landlord of any rental or other charge (collectively referred to hereinafter as "Lease Payments") payable by Tenant to Landlord pursuant to the provisions of this Lease is in excess of the amount (the "Maximum Charge") permitted thereof by the Regulations, then Tenant, during the period (the "Freeze Period") when the Regulations shall be in force and effect shall not be required to pay, nor shall Landlord be permitted to collect, any sum in excess of the Maximum Charge. Upon the earlier of (i) the expiration of the Freeze Period, or (ii) the issuance of a final order or judgment of a court of competent jurisdiction declaring the Regulations to be invalid or not applicable to the provisions of this Lease, Tenant, to the extent not then proscribed by law, and commencing with the first day of the month immediately following, shall pay to Landlord as Additional Rental, in equal monthly installments during the balance of the term of this Lease, a sum equal to the cumulative difference between the Maximum Charges and the Lease Payments during the Freeze Period. If any provisions of this sections, or the application thereof, shall to any extent be declared to be invalid and unenforceable, the same shall not be deemed to affect any of the other provisions of this section or of this Lease, all of which shall be deemed valid and enforceable to the fullest extent permitted by law. ARTICLE XXVII MISCELLANEOUS 27.1 Nothing in this Lease shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant. 27.2 Tenant shall not for any reason withhold or reduce Tenant's required payments of rentals and other charges provided in this Lease, it being agreed that the obligations of Landlord under this Lease are independent of Tenant's obligations except as may be otherwise expressly provided. The immediately preceding sentence shall not be deemed to deny Tenant the ability of pursuing all rights granted it under this Lease or at law; however, at the direction of Landlord, Tenant's claims in this regard shall be litigated in proceedings different from any litigation involving rental claims or other claims by Landlord against Tenant (i.e., each party may proceed to a separate judgment without consolidation, counterclaim or offset as to the claims asserted by the other party). 27.3 The liability of Landlord to Tenant for any default by Landlord under the terms of this Lease shall be limited to the proceeds of sale on execution of the interest of Landlord in the Demised Premises; and Landlord shall not be personally liable for any deficiency, except that Landlord shall, subject to the provisions of Section 19.6 hereof, remain personally liable to account to Tenant for the Security Deposit under this Lease. This clause shall not be deemed to limit or deny any remedies which Tenant may have in the event of default by Landlord hereunder, which do not involve the personal liability of Landlord. 27.4 In all circumstances under this Lease where the prior consent of one party (the "consenting party"), whether it be Landlord or Tenant, is required before the other party (the "requesting party") is authorized to take any particular type of action, such consent shall not be withheld in a wholly unreasonable and arbitrary manner; however, DS 19 5���� DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 the requesting party agrees that its exclusive remedy if it believes that consent has been withheld improperly (including, but not limited to, consent required from Landlord pursuant to Section 9.2 or Section 19.1) shall be to institute litigation either for a declaratory judgment or for a mandatory injunction requiring that such consent be given (with the requesting party hereby waiving any claim for damages, attorney's fees or any other remedy unless the consenting party refuses to comply with a court order or judgment requiring it to grant its consent). 27.5 One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. 27.6 Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of Landlord. 27.7 If any provision of this Lease should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Lease shall not be affected thereby. 27.8 The laws of the State of Texas shall govern the interpretation, validity, performance and enforcement of this Lease. Venue for any action under this Lease shall be the county in which rentals are due pursuant to Section 4.2 and Section 1.1 of this Lease. 27.9 The captions used herein are for convenience only and do not limit or amplify the provisions hereof. 27.10 Whenever herein the singular number is used, the same include the plural, and words of any gender shall include each other gender. 27.11 The terms, provisions and covenants contained in this Lease shall apply to, insure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest and legal representatives except as otherwise herein expressly provided. 27.12 This Lease contains the only and entire agreement between the parties, and no brochure, rendering, information, verbal discussion or written correspondence shall be deemed to be a part of this agreement unless specifically incorporated herein by reference. In addition, no agreement shall be effective to change, modify, renew, extend or terminate this Lease in whole or in part unless such is in writing and duly signed by Landlord and Tenant. 27.13 LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THEY ARE NOT RELYING UPON ANY BROCHURE, RENDERING, INFORMATION, REPRESENTATION OR PROMISE OF THE OTHER, OR OF THE AGENT OR COOPERATING AGENT, EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. 27.14 This Lease consists of twenty-eight Articles (also described as Sections and Subsections) and Exhibit "A" through Exhibit "D". With the exception of Article VII, in the event any provision of an exhibit or other attached page shall be inconsistent with a provision in the body of the Lease, the provision as set forth in the exhibit shall be deemed to control. 27.15 Intentionally Deleted. 27.16 Tenant hereby waives any and all rights under Section 41.413 and 42.015 of the Texas Tax Code granting to tenant the right to contest appraised values, or to receive notice of reappraised values, on all or any portion of the Shopping Center irrespective of whether Landlord has elected to contest same. To the extent such waiver is prohibited by applicable law, Tenant hereby appoints Landlord as Tenant's attorney in fact, coupled with an interest, to appear and take all actions on behalf of Tenant which Tenant may have under said Section of the Code with respect to the Shopping Center, but not with respect to Tenant's personal property located within the Demised Premises. DS 20 5RRY DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 27.17 Intentionally Deleted. 27.18 Landlord and Tenant are knowledgeable and experienced in commercial transactions and agree that the provisions set forth in the Lease for determining rent and other charges and amounts payable by Tenant are commercially reasonable and valid even though such methods may not state a precise mathematical formula for determining such charges. Accordingly, 27.19 Tenant waives all lien rights under Section 91.004 of the Texas Property Code, as well as any successor statute granting Tenant a lien in Landlord's property. 27.20 Notwithstanding anything in the Lease to the contrary, Tenant hereby expressly waives the requirements and applicability of Section 93.005 — 93.011 of the Texas Property Code, and Landlord agrees that Landlord shall return to Tenant the balance of the Security Deposit not applied to satisfy Tenant's obligations within a reasonable time after the Lease Term ends and Tenant's surrender of the Demised Premises in compliance with the provisions of this Lease, provided Tenant has performed all of its obligations hereunder. If such waiver is not effective under applicable law, Landlord shall, within the time required by applicable law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach of this Lease by Tenant. 27.21 Notwithstanding anything in the Lease to the contrary, the definition of "Taxes" shall include all taxes attributable to taxable margin levied pursuant to Chapter 171 of the Texas Tax Code or any amendment, adjustment or replacement thereof. [Signature Pages Follow] 21 Ds 5M�Y DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 Executed as of the latest date accompanying a signature by Landlord or Tenant below. In the event that Landlord executes this Lease prior to Tenant this Lease shall terminate and be of no further force and effect if not signed by Tenant and returned to Landlord within ten (10) days of the date that Landlord signed this Lease. City of Fort Worth Contract Compliance Manager By: Name: Marilyn Marvin Title: Interim Library Director Date: Dec 18, 2023 LANDLORD: HICKMAN INVESTMENTS, LTD. By: BBH Genpar, LLC its General Partner By: HHIAT Management, LLC its Manager Docu Signed by: By (Signature): FEA26Dms22E479.._ Printed Name: Bradley Hickman Jr. vice Preisdent Title: 12/15/2023 Date of Signature: Taxpayer Identification No. TENANT: CITY OF FORT WORTH, A HOME RULE MUNICIPAL CORPORATION Oana doAc By (Signature): Dana Burghdoff (Dec 2 , 2023 09:31 CST) Printed Name: Dana Burghdoff Title: Assistant City Manager Dec 20, 2023 Date of Signature: Taxpayer Identification No. APPROVED AS TO FORM AND LEGALITY: l By (Signature): Printed Name: Jeremy Anato-Mensah Title: Assistant City Attorney Date of Signature: Dec 18, 2023 22 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 By (Signature): Jannette S. Goodall Printed Name: Title: City Secretary Date of Signature: Dec 20, 2023 \\server\docs\Hickman\Clifford Crossing Shopping Ctr\Leases\City Fort Worth Librmy\Lease - Clifford Crossing - FW Library (MMKF 12-6-23).docx OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 23 FDS MUr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 EXHIBIT "A" DESCRIPTION OF THE SHOPPING CENTER Lot 3, Block 1, Clifford Crossing Addition, an Addition to the City of Fort Worth, Tarrant County, Texas 24 DS FiMUr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 EXHIBIT "B" DESCRIPTION OF THE DEMISED PREMISES 9336 Clifford St., Ste. 120, Fort Worth, TX 76108 25 DS FiNUr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 =J I` -'I I° 6,LLI LI I sl � �77 W"Aol -n W 01 1 r• 0 -n M-n O 4 X FDS M�jr DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 EXHIBIT "C" WORK LETTER Landlord to provide the following (collectively, "Landlord's Work") at its expense, which shall be mutually agreed upon prior to Lease execution: New flooring for the entire Demised Premises New paint for the entire Demised Premises Replacement of damaged or missing ceiling tiles Updated entrance for existing restroom Replace HVAC units servicing the Demised Premises 27 DS ffik Fbf 9� DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 EXHIBIT "D" MINIMUM GUARANTEED RENTAL 19 A ILVA /:11111&11a11 1 Lease Year 1 $6,751.67 per month ($20 per square foot) Lease Year 2 $6,954.22 per month ($20.60 per square foot) Lease Year 3 $7,163.52 per month ($21.22 per square foot) Lease Year 4 $7,379.57 per month ($21.86 per square foot) Lease Year 5 $7,602.38 per month ($22.52 per square foot) Lease Year 6 $7,831.93 per month ($23.20 per square foot) Lease Year 7 $8,068.24 per month ($23.90 per square foot) Lease Year 8 $8,311.30 per month ($24.62 per square foot) Lease Year 9 $8,561.11 per month ($25.36 per square foot) Lease Year 10 $8,817.68 per month ($26.12 per square foot) 28 DS 5M�Jr MkC Review DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 Page 1 of 2 A CITY COUNCIL AGEND Create New From This M&C DATE: 9/12/2023 REFERENCE NO.: CODE: L TYPE: M&C 23-0769 LOG NAME: NON- PUBLIC CONSENT HEARING: Official site of the City of Fort Worth, Texas FORT NORTH "111v 21 LIBRARY BRANCH AT 9300 CLIFFORD NO SUBJECT: (CD 7) Authorize the Execution of a Lease Agreement with Hickman Investments, LTD, for Approximately 4,051 Square Feet of Space in Suite 120, Located at 9336 Clifford Street, Fort Worth, TX 76108 for a New Branch Library RECOMMENDATION: It is recommended that the City Council authorize the execution of a lease agreement with Hickman Investments, LTD, for approximately 4,051 square feet of space in suite 120 at the shopping center, located at 9336 Clifford St., 76108 for a new branch library in District 7. DISCUSSION: The City of Fort Worth Library Department (Library) and Hickman Investments, LTD (Hickman) have been in discussions and are in agreement for the Library to lease space in the shopping center to add a new west branch library to provide numerous programs and services to a larger segment of the community. With assistance from the City of Fort Worth Property Management Department, the Library and Hickman have agreed on terms to lease suite #120 in the shopping center. The terms are as follows: Lease term length of 123 months (3 months plus ten (10) years) with the estimated lease commencement date of October 1, 2023 and lease expiration date of December 31, 2033. Base rent for the length of the ten (10) year lease will be as follows: Lease Year 1 11$6,751.67 Per Monthll($20 per square foot) I Lease Year 2 11$6,954.22 Per Monthll($20.60 per square foot) Lease Year 3 11$7,163.52 Per Monthll($21.22 per square foot) Lease Year 4 11$7,379.57 Per Monthll($21.86 per square foot) Lease Year 5 11$7,602.38 Per Monthll($22.52 per square foot) Lease Year 6 11$7,831.93 Per Monthll($23.20 per square foot) Lease Year 7 11$8,068.24 Per Monthll($23.90 per square foot) Lease Year 8 11$8,311.30 Per Monthll($24.62 per square foot) Lease Year 9 11$8,561.11 Per Monthll($25.36 per square foot) Lease Year 1011$8,817.68 Per Monthll($26.12 per square foot) "Additional Rental" expenses as described in the Lease Agreement including Common Area Maintenance, Insurance Charges, and Real Estate Charges average approximately $9.00 per square foot for a total of $3,041.63 per month for the first year and annual increases are not to exceed 10\% from the previous year throughout the term of the Lease unless agreed to in an amendment to the Lease. Upon the execution of the Lease, the City will pay a security deposit of $11, 859.31 and a prepaid FDS M�Y http://apps.cfwnet.org/council_packet/mc review.asp?ID=31395&councildate=9/12/2023 9/13/2023 MkC Review DocuSign Envelope ID: F1CCDD61-EC21-4381-A8FB-78A9302D6B03 Page 2 of 2 rental amount of $9,793.30. The base rent is approximately 11\% to 15\% below Fair Market Value, and the triple net lease is at Fair Market Value. The Library is responsible for acquiring utilities and paying utility expenses for the leased premises. Landlord will provide new flooring for the entire Leased Premises, new paint for the entire Leased Premises, replacement of damaged or missing ceiling tiles, and an updated entrance for the existing restroom at Landlord's expense prior to execution of Lease and to be completed prior to Lease Commencement date. City plans to utilize existing job order contracts to finish out the remainder of the Leased Premises if necessary. Funding will be budgeted in the Library Department's Other Contractual Services Account within the General Fund for Fiscal Year 2024. This property is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and adoption of the Fiscal Year 2024 Budget by the City Council, funds will be available in the Fiscal Year 2024 operating budget, as appropriated, in the General Fund. Prior to an expenditure being incurred, the Library Department has the responsibility to validate the availability of funds. TO Fund ' Department Account Project ID ID FROM Fund Department Account Project ID ID Submitted for Citv Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Reference # Amount Year (Chartfield 2) Program Activity Budget Reference # Amount Year (Chartfield 2) Dana Burghdoff (8018) Ricardo Salazar (8379) Austen Lopes (2567) Mark Brown (5197) 21 LIBRARY BRANCH AT 9300 CLIFFORD Updated FID.xlsx (CFW Internal) 9336 Clifford M and C MaD.Ddf (Public) FID TABLE FOR 21 LIBRARY BRANCH AT 9300 CLIFFORD.Ddf (CFW Internal) Form 1295 Certificate 101092261 (1).Ddf (CFW Internal) FDS NUr http://apps.cfwnet.org/council_packet/mc review.asp?ID=31395&councildate=9/12/2023 9/13/2023