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Contract 61939
Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1.1 TEXAS REACTORS CSC No. 61939 COMMERCIAL LEASE USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®, INC. IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc. 2022 1008 E 11 th St CONCERNING THE LEASED PREMISES AT Fort Worth, TX 76102 between Kent Riibe (Landlord) and City of Fort Worth (Tenant). Table of Contents No. Paraaraoh Description Ptc .. ADDENDA 81 EXHIBITS (check all that aDD10 1. Parties ................ 2. Leased Premises 3. Term .................. 4. Rent and Expenses ..................................... 5. Security Deposit ........................................... 6. Taxes........................................................... 7. Utilities.......................................................... 8. Insurance..................................................... 9. Use and Hours ............................................. 10. Legal Compliance ........................................ 11. Signs............................................................ 12. Access By Landlord ..................................... 13. Move -In Condition ........................................ 14. Move -Out Condition ..................................... 15. Maintenance and Repairs ........................ 16. Alterations.................................................... 17. Liens............................................................. 18. Liability......................................................... 19. Indemnity...................................................... 20. Default.......................................................... 21. Abandonment, Interruption of Utilities, Removal of Property and Lockout ................ 22. Holdover....................................................... 23. Landlord's Lien and Security Interest ........... 24. Assignment and Subletting .......................... 25. Relocation.................................................... 26. Subordination ............................................... 27. Estoppel Certificates and Financial Info....... 28. Casualty Loss .............................................. 29. Condemnation .............................................. 30. Attorney's Fees ............................................ 31. Representations ........................................... 32. Brokers......................................................... 33. Addenda....................................................... 34. Notices......................................................... 35. Special Provisions ........................................ 36. Agreement of Parties ................................... 37. Effective Date ............................................... 38. License Holder Disclosure ........................... 2 2 2 3 5 6 6 7 7 7 8 8 9 9 9 11 11 11 11 11 12 12 12 12 13 13 13 13 14 14 14 14 15 15 16 16 16 17 X❑ Exhibit "A" COFW ❑ Exhibit ❑ Exhibit ❑ Commercial Property Condition Statement (TXR-1408) ❑ Commercial Lease Addendum for Broker's Fee (TXR-2102) ❑ Commercial Lease Addendum for Option to Extend Term (TXR-2104) ❑ Commercial Lease Addendum for Tenant's Right of First Refusal (TXR-2105) ❑ Commercial Lease Addendum for Percentage Rent (TXR-2106) ❑ Commercial Lease Addendum for Parking (TXR-2107) X❑ Commercial Landlord's Rules and Regulations (TXR-2108) ❑ Commercial Lease Guaranty (TXR-2109) ❑ Commercial Lease Addendum for Tenant's Option for Additional Space (TXR-2110) ❑ Commercial Lease Construction Addendum (TXR-2111) or (TXR-2112) ❑ Commercial Lease Addendum for Contingencies (TXR-2119) X❑ Information About Brokerage Services (TXR- 2501) Initial (TXR-2101) 07-08-22 Initialed for Identification by Landlord[ 1�_ , and Tenant: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 18 Phone: 2105351012 Fax 1008E llth St - Donna Kemp_Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf, corn Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1.1 TEXAS REACTORS COMMERCIAL LEASE USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®, IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc. 2020 1. PARTIES: The parties to this lease are: Landlord: Kent Riibe ; and Tenant: City of Fort Worth 2. LEASED PREMISES: A. Landlord leases to Tenant the following described real property, known as the "leased premises," along with all its improvements (Check only one box): ❑ (1) Multiple -Tenant Property: Suite or Unit Number containing approximately square feet of rentable area ("rsf') in (project name) at (address) in (city), (county), Texas, which is legally described on attached Exhibit or as follows: ❑X (2) Sinale-Tenant Property: The real property containing approximately +/- 10,870 square feet of rentable area ("rsf') at: 1008 E 11th St (address) in Fort Worth (city), Tarrant (county), Texas, which is legally described on attached Exhibit or as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX B. If Paragraph 2A(1) applies: (1) "Property" means the building or complex in which the leased premises are located, inclusive of any common areas, drives, parking areas, and walks; and (2) the parties agree that the rentable area of the leased premises may not equal the actual or useable area within the leased premises and may include an allocation of common areas in the Property. The rentable area ❑ will ❑X will not be adjusted if re -measured. 3. TERM: Initi I A. Term: The t ease is 6months and 0 days, commencing on: ZJ4 ,__ . Auaust 1. 2024 (Commencement Date) and ending r—',== .- !:=r 4 January 31, 2025 (Expiration Date). B. Delav of Occuoancv: If Tenant is unable to occupy the leased premises on the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant's holding over of Oeldeased premises, Landlord will not be liable to Tenant (TXR-2101) 07-08-22 Initialed for Identification by Landlor --_ , and Tenant: 4 , Page 2 of 18 Phone: 2105351012 Fax loos E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 for such delay and this lease will remain enforceable. In the event of such a delay, the Commencement Date will automatically be extended to the date Tenant is able to occupy the Property and the Expiration Date will also be extended by a like number of days, so that the length of this lease remains unchanged. If Tenant is unable to occupy the leased premises after the day after the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant's holding over of the leased premises, Tenant may terminate this lease by giving written notice to Landlord before the leased premises become available to be occupied by Tenant and Landlord will refund to Tenant any amounts paid to Landlord by Tenant. This Paragraph 3B does not apply to any delay in occupancy caused by cleaning or repairs. C. Certificate of Occuoancv: Unless the parties agree otherwise, Tenant is responsible for obtaining a certificate of occupancy for the leased premises if required by a governmental body. 4. RENT AND EXPENSES: A. Base Monthlv Rent: On or before the first day of each month during this lease, Tenant will pay Landlord base monthly rent as described on attached Exhibit or as follows: Dates From To FInitial I G;AMQW4 7 08/01 /2024 01 /31 /2025 Rate per rentable square foot (optional) Base Monthly $ Monthly Rate $ Annual Rate Rent $ $6,500.00 / rsf / month / rsf / year $6,500.00 / rsf / month / rsf / year / rsf / month / rsf / year / rsf / month / rsf / year / rsf / month / rsf / year / rsf / month / rsf / year B. Additional Rent: In addition to the base monthly rent, Tenant will pay Landlord the expense reimbursement detailed in Paragraph 4J (if applicable) and all other amounts, as provided by the attached (Check all that apply.): (1) Commercial Lease Addendum for Percentage Rent (TXR-2106) (2) Commercial Lease Addendum for Parking (TXR-2107) _ (3) All amounts payable under the applicable addenda are deemed to be "rent" for the purposes of this lease. C. First Full Month's Rent: The first full monthly rent is due on or before D. Prorated Rent: If the Commencement Date is on a day other than the first day of a month, Tenant will pay Landlord as prorated rent, an amount equal to the base monthly rent multiplied by the following fraction: the number of days from the Commencement Date to the first day of the following month divided by the number of days in the month in which this lease commences. The prorated rent is due on or before the Commencement Date. E. Place of Pavment: Tenant will remit all amounts due to Landlord under this lease to the following person at the place stated or to such other person or place as Landlord may later designate in writing: Name: Kent Riibe Address: PO Box 26746 Fort Worth, TX 76126 Initial (TXR-2101) 07-08-22 Initialed for Identification by Landlord: _ and Tenant: Page 3 of 18 Phone: 2105351012 Fax 1008 E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf com Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 F. Method of Pavment: Tenant must pay all rent timely without demand, deduction, or offset, except as permitted by law or this lease. If Tenant fails to timely pay any amounts due under this lease or if any check of Tenant is returned to Landlord by the institution on which it was drawn, Landlord after providing written notice to Tenant may require Tenant to pay subsequent amounts that become due under this lease in certified funds. This paragraph does not limit Landlord from seeking other remedies under this lease for Tenant's failure to make timely payments with good funds. G. Late Charaes: If Landlord does not actuallv receive a rent payment at the designated place of payment within 5 days after the date it is due, Tenant will pay Landlord a late charge equal to 10% of the amount due. In this paragraph, the mailbox is not the agent for receipt for Landlord. The late charge is a cost associated with the collection of rent and Landlord's acceptance of a late charge does not waive Landlord's right to exercise remedies under Paragraph 20. H. Returned Checks: Tenant will pay $ for each check Tenant tenders to Landlord which is returned by the institution on which it is drawn for any reason, plus any late charges until Landlord receives payment. Application of Funds: Regardless of any notation on a payment, Landlord may apply funds received from Tenant first to any non -rent obligations of Tenant, including but not limited to: late charges and returned check charges, repairs, brokerage fees, periodic utilities and thereafter to rent. (Check box only if Tenant reimburses Landlord for some or all expenses. Do not check for "gross" leases.) ❑ J. Exoense Reimbursement. In addition to base monthly rent stated in Paragraph 4A, Tenant will pay Landlord the expense reimbursement described in this Paragraph 4J. Tenant will pay the expense reimbursement as additional rent each month at the time the base -monthly rent is due. All amounts payable under this Paragraph 4J are deemed to be "rent" for the purposes of this lease. ❑ (1) Reimbursable Periods. Additional rent under this Paragraph 4J is due for all months listed in the chart in Paragraph 4A, even if the base monthly rent is zero. (2) Definitions: (a) "Tenant's pro rata share" is %. (b) "CAM" means all of Landlord's expenses reasonably incurred to maintain, repair, operate, manage, and secure the Property (for example, security, lighting, painting, cleaning, decorations, utilities, trash removal, pest control, promotional expenses, and other expenses reasonably related the Property's operations); including all expenses incurred by Landlord under Paragraph 15, but not including expenses for structural components and roof replacement; CAM does not include capital expenditures, interest, depreciation, tenant improvements, insurance, taxes, or brokers' leasing fees. Notwithstanding the foregoing, CAM does include the amortized costs incurred by Landlord in making capital improvements or other modifications to the Property to the extent such improvements or modifications reduce CAM overall. These costs will be amortized over the useful life of the improvement or modification on a straight-line basis; however, in no event will the charge for such amortization included in CAM exceed the actual reduction in CAM achieved by the improvements and modifications. (c) '7nsurance" means Landlord's costs to insure the leased premises and the Property including but not limited to insurance for casualty loss, general liability, and reasonable rent loss. (d) "Taxes" means the real property ad valorem taxes assessed against the leased premises and Property inclusive of all general and '� essments and surcharges. (TXR-2101) 07-08-22 Initialed for Identification by Landlor ❑_ and Tenant: Page 4 of 18 Phone: 2105351012 Fax 1008E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf cam Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth- TX 76102 (e) "Structural" means all of Landlord's expenses reasonably incurred to maintain, repair, and replace the roof, foundation, exterior walls, load bearing walls and other structural components of the Property. (f) "Roof' means all roofing components including, but not limited to decking, flashing, membrane, and skylights. (3) Method: The additional rent under this Paragraph 4J will be computed under the following method (Check only one box): Note: "CAM" does not include taxes and insurance costs. ❑ (a) Base-vear expenses: Each month Tenant will pay Tenant's pro rata share of the projected monthly expenses for the Property that exceed the amount of the monthly base -year expenses for the calendar year for: ❑ taxes; ❑ insurance; ❑ CAM; ❑ structural; and ❑ ❑ (b) Expense -stop: Each month Tenant will pay Tenant's pro rata share of the projected monthly expenses for the Property that exceed $ per square foot per year for: ❑ taxes; ❑ insurance; ❑ CAM; ❑ structural; ❑ roof replacement; and ❑ ❑ (c) Net: Each month Tenant will pay Tenant's pro rata share of the projected monthly expenses for the Property for: ❑ taxes; ❑ insurance; ❑ CAM; ❑ structural; ❑ roof replacement; and n . (4) Projected Monthly Expenses: On or about December 31 of each calendar year, Landlord will project the applicable monthly expenses (those that Tenant is to pay under this lease) for the following calendar year and will notify Tenant of the projected expenses. The projected expenses are based on Landlord's estimates of such expenses. The actual expenses may vary. Notice: The applicable projected expenses at the time the lease commences are shown in the table below. The total area of the Property presently used by Landlord for calculating expense reimbursements is N/A rentable square feet (including any add on factor for common areas). Projected Expenses $ Monthly Rate $ Annual Rate / rsf / month I / rsf / year (5) Reconciliation: Within 120 days after the end of each calendar year, Landlord will notify Tenant of the actual costs of the applicable expenses (those that Tenant is to pay under this lease) for the previous year. If the actual costs of the applicable expenses exceed the amounts paid or owed by Tenant for the previous year, Tenant must pay the deficient amount to Landlord within 30 days after Landlord notifies Tenant of the deficient amount. If the actual costs of the applicable expenses are less than the amounts paid by Tenant for the previous year, Landlord will refund the excess to Tenant or will credit the excess to Tenant's next rent payment(s). Tenant may audit or examine those items in Landlord's records that relate to Tenant's obligations under this Paragraph 4J. Landlord will promptly refund to Tenant any overpayment revealed by an audit or examination. If the audit or examination reveals an error of more than 5% over the amounts Landlord collected in a calendar year from Tenant under this lease, Landlord will pay the reasonable cost of the audit or examination. Landlord may not seek a deficiency from Tenant under this paragraph if Landlord fails to timely provide the required notice. Initial ❑ (TXR-2101) 07-08-22 Initialed for Identification by Landlord❑� ---- , and Tenant: Page 5 of 18 wJ• Phone: 2105351012 Fax 1005 E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www (wolf com Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth- TX 76102 5. SECURITY DEPOSIT: A. Upon execution of this lease, Tenant will pay $ 6,500.00 to Landlord as a security deposit. B. Landlord may apply the security deposit to any amounts owed by Tenant under this lease. If Landlord applies any part of the security deposit during any time this lease is in effect to amounts owed by Tenant, Tenant must, within 10 days after receipt of notice from Landlord, restore the security deposit to the amount stated. C. Within 60 days after Tenant surrenders the leased premises and provides Landlord written notice of Tenant's forwarding address, Landlord will refund the security deposit less any amounts applied toward amounts owed by Tenant or other charges authorized by this lease. 6. TAXES: Unless otherwise agreed by the parties, Landlord will pay all real property ad valorem taxes assessed against the leased premises. Tenant waives all rights to protest the appraised value of the leased premises and the Property, or appeal the same and all rights to receive notices of reappraisal set forth in sections 41.413 and 42.015 of the Texas Tax Code. 7. UTILITIES: A. The party designated below will pay for the following utility charges to the leased premises and any connection charges for the utilities. (Check all that apply.) N/A Landlord Tenant (1) Water X (2) Sewer _ X (3) Electric _ X (4) Gas _ X (5) Telephone X (6) Internet X (7) Cable X (8) Trash X (10)AII other utilities X. B. The party responsible for the charges under Paragraph 7A will pay the charges directly to the utility service provider. The responsible party may select the utility service provider, except that if Tenant selects the provider, any access or alterations to the Property or leased premises necessary for the utilities may be made only with Landlord's prior consent, which Landlord will not unreasonably withhold. If Landlord incurs any liability for utility or connection charges for which Tenant is responsible to pay and Landlord pays such amount, Tenant will immediately upon written notice from Landlord reimburse Landlord such amount. C. Notice: Tenant should determine if all necessary utilities are available to the leased premises and are adequate for Tenant's intended use. [�i�el�-+•�r�+•Pe546-6�a�eee='1.1�5�eer�riee��wea�r�ee�i�g�de�ila�ir��ar�e�ai�-eel;:,••,;,•,,; ��he �eereeel-}�re+�e� f 6�ee,'re��e�rey�p� �1�1�LZrzrllartLis-c�ligZtricLt�prcuud�tb�L�1LG�saa:_s-ial_ib�l�sacLpr�rnisr�anl�idiafiru,}tba Res{�er��aepera�ir�#e���spesi#ies�FaKaQ�apq-86. (TXR-2101) 07-08-22 Initial Initialed for Identification by Landlord � , and Tenant: Page 6 of 18 Phone: 2105351012 Fax: 1008 E llth St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www Jwolf cam Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: F ort Worth. TX 76102 [�.,�2}nLarzdlarrL�ilLprayid�tbe.,EL1LC�senuzes.,ta.tbe_leesed_pr�rnisez,during-tbe_aper�ting..haacs speei#ie�-��e�Pa�aQ�a}�I�•86-#e��a��+�ier�ahek�ar�ear��+r�i1Ha��e�a�e-�e�eee#; ��e+�i�e•�i�A6 senarestatJ�ale����+ nrc�icce during.ntJ�hn�a��ariadditinnaLrJ�er7A ^f Q be��ler�l�e-t�eiee-l•�e+ei�a�ee-amoeba+�e�etre-�al��e+��aeie-��}�ar#+al-�e+�-wil��e raLinderiLap.taibaneYLhe�haL�Ienznt.��lLcorupl�,c.�autf�Lzndlcrd'sprocediarestarnzkaarecµaest #���e�ide-�ad�+er}al-I.4�t46-sewises-�q+s��a�ag�a�q. .1r3�.Ie�ant��acill.pa�ta�tbe.J�LC,Gser�ucesdiande�tbis.leasa 8. INSURANCE: A. During all times this lease is in effect, Tenant must, at Tenant's expense, maintain in full force and effect from an insurer authorized to operate in Texas: (1) commercial general liability insurance naming Landlord as an additional insured with policy limits on an occurrence basis in a minimum amount of: (check only (a) or (b) below) ❑X (a) $1,000,000; or ❑ (b) $2,000,000. If neither box is checked the minimum amount will be $1,000,000. (2) personal property damage insurance for the business operations being conducted in the leased premises and contents in the leased premises in an amount sufficient to replace such contents after a casualty loss; and ❑ (3) business interruption insurance sufficient to pay 12 months of rent payments. B. Before the Commencement Date, Tenant must provide Landlord with a copy of insurance certificates evidencing the required coverage. If the insurance coverage is renewed or changes in any manner or degree at any time this lease is in effect, Tenant must, not later than 10 days after the renewal or change, provide Landlord a copy of an insurance certificate evidencing the renewal or change. C. If Tenant fails to maintain the required insurance in full force and effect at all times this lease is in effect, Landlord may: (1) purchase insurance that will provide Landlord the same coverage as the required insurance and Tenant must immediately reimburse Landlord for such expense; or (2) exercise Landlord's remedies under Paragraph 20. D. Unless the parties agree otherwise, Landlord will maintain in full force and effect insurance for: (1) fire and extended coverage in an amount to cover the reasonable replacement cost of the improvements of the Property; and (2) any commercial general liability insurance in an amount that Landlord determines reasonable and appropriate. E. If there is an increase in Landlord's insurance premiums for the leased premises or Property or its contents that is caused by Tenant, Tenant's use of the leased premises, or any improvements made by or for Tenant, Tenant will, for each year this lease is in effect, pay Landlord the increase immediately after Landlord notifies Tenant of the increase. Any charge to Tenant under this Paragraph 8E will be equal to the actual amount of the increase in Landlord's insurance premium. 9. USE AND HOURS: A. Tenant may use the leased premises for the following purpose and no other: Storage for Fort Worth Convention Center (TXR-2101) 07-08-22 Initialed for Identification by Landlor : ❑^t ❑_ , and Tenant: Page 7 of 18 w1• Phone: 2105351012 Fax 1008E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf. corn Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 B. Unless otherwise specified in this lease, Tenant will operate and conduct its business in the leased premises during business hours that are typical of the industry in which Tenant represents it operates. C. The Property maintains operating hours of (specify hours, days of week, and if inclusive or exclusive of weekends and holidays): 7 AM - 713M, 7 days of the week 10. LEGAL COMPLIANCE: A. Tenant may not use or permit any part of the leased premises or the Property to be used for: (1) any activity which is a nuisance or is offensive, noisy, or dangerous; (2) any activity that interferes with any other tenant's normal business operations or Landlord's management of the Property; (3) any activity that violates any applicable law, regulation, zoning ordinance, restrictive covenant, governmental order, owners' association rules, tenants' association rules, Landlord's rules or regulations, or this lease; (4) any hazardous activity that would require any insurance premium on the Property or leased premises to increase or that would void any such insurance; (5) any activity that violates any applicable federal, state, or local law, including but not limited to those laws related to air quality, water quality, hazardous materials, wastewater, waste disposal, air emissions, or other environmental matters; (6) the permanent or temporary storage of any hazardous material; or (7) B. "Hazardous material" means any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, solvent, or oil as defined by any federal, state, or local environmental law, regulation, ordinance, or rule existing as of the date of this lease or later enacted. C. Landlord does not represent or warrant that the leased premises or Property conform to applicable restrictions, zoning ordinances, setback lines, parking requirements, impervious ground cover ratio requirements, and other matters that may relate to Tenant's intended use. Tenant must satisfy itself that the leased premises may be used as Tenant intends by independently investiaatina all matters related to the use of the leased premises or Property. Tenant aarees that it is not relying on any warrantv or representation made by Landlord. Landlord's aaent. or anv broker concerning_ the use of the leased premises or Property. 11. SIGNS: A. Tenant may not post or paint any signs or place any decoration outside the leased premises or on the Property without Landlord's written consent. Landlord may remove any unauthorized sign or decorations, and Tenant will promptly reimburse Landlord for its cost to remove any unauthorized sign or decorations. B. Any authorized sign must comply with all laws, restrictions, zoning ordinances, and any governmental order relating to signs on the leased premises or Property. Landlord may temporarily remove any authorized sign to complete repairs or alterations to the leased premises or the Property. C. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move - out and at Tenant's expense, to remove, without damage to the Property or leased premises, any or all signs or decorations that were placed on the Property or leased premises by or at the request of Tenant. Any signs or decorations that Landlord does not require Tenant to remove and that are fixtures, become the property of the Landlord and must be surrendered to Landlord at the time this lease ends. Initial (TXR-2101) 07-08-22 Initialed for Identification by Landlorf , and Tenant: Page 8 of 18 Phone: 2105351012 Fax 1008E llth St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www,)wolf cam Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 12. ACCESS BY LANDLORD: A. During Tenant's normal business hours Landlord may enter the leased premises for any reasonable purpose, including but not limited to purposes for repairs, maintenance, alterations, and showing the leased premises to prospective tenants or purchasers. Landlord may access the leased premises after Tenant's normal business hours if: (1) entry is made with Tenant's permission; or (2) entry is necessary to complete emergency repairs. Landlord will not unreasonably interfere with Tenant's business operations when accessing the leased premises. B. During the last 30 days of this lease, Landlord may place a "For Lease" or similarly worded sign on the leased premises. 13. MOVE -IN CONDITION: Tenant has inspected the leased premises and accepts it in its present (as -is) condition unless expressly noted otherwise in this lease or in an addendum. Landlord and anv agent have made no express or implied warranties as to the condition or permitted use of the leased premises or Prooertv. 14. MOVE -OUT CONDITION AND FORFEITURE OF TENANT'S PERSONAL PROPERTY: A. At the time this lease ends, Tenant will surrender the leased premises in the same condition as when received, except for normal wear and tear. Tenant will leave the leased premises in a clean condition free of all trash, debris, personal property, hazardous materials, and environmental contaminants. B. If Tenant leaves any personal property in the leased premises after Tenant surrenders possession of the leased premises, Landlord may: (1) require Tenant, at Tenant's expense, to remove the personal property by providing written notice to Tenant; or (2) retain such personal property as forfeited property to Landlord. C. "Surrender" means vacating the leased premises and returning all keys and access devices to Landlord. "Normal wear and tear" means deterioration that occurs without negligence, carelessness, accident, or abuse. D. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move - out and at Tenant's expense, to remove, without damage to the Property or leased premises, any or all fixtures that were placed on the Property or leased premises by or at the request of Tenant. Any fixtures that Landlord does not require Tenant to remove become the property of the Landlord and must be surrendered to Landlord at the time this lease ends. 15. MAINTENANCE AND REPAIRS: A. Cleanina: Tenant must keep the leased premises clean and sanitary and promptly dispose of all garbage in appropriate receptacles. ❑ Landlord X❑ Tenant will provide, at its expense, janitorial services to the leased premises that are customary and ordinary for the property type. Tenant will maintain any grease trap on the Property which Tenant uses, including but not limited to periodic emptying and cleaning, as well as making any modification to the grease trap that may be necessary to comply with any applicable law. B. Repairs of Conditions Caused by a Partv: Each party must promptly repair a condition in need of repair that is caused, either intentionally or negligently, by that party or that party's guests, patrons, invitees, contractors or permitted subtenants. C. Repair and Maintenance Resoonsibilitv: Except as otherwise provided by this Paragraph 15, the party designated below, at its expense, is responsible to maintain and repair the following specified items in the leased premises (if any). The specified � i must be maintained in clean and good operable (TXR-2101) 07-08-22 Initialed for Identification by Landlor� and Tenant: t4V Page 9 of 18 Phone: 2105351012 Fax 1008E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 IN Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf cam Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 condition. If a governmental regulation or order requires a modification to any of the specified items, the party designated to maintain the item must complete and pay the expense of the modification. The specified items include and relate only to real property in the leased premises. Tenant is responsible for the repair and maintenance of its personal property. (Check all that apply.) N/A Landlord Tenant (1) Foundation, exterior walls and other structural components ............... X _ (2) Roof replacement............................................................................... X _ (3) Roof repair......................................................................................... _ X _ (4) Glass and windows............................................................................. X (5) Fire protection equipment................................................................... ` _ _ X (6) Fire sprinkler systems........................................................................ X _ (7) Exterior and overhead doors, including closure devices, molding, locks, and hardware........................................................................... ❑ ❑X ❑ (8) Grounds maintenance, including landscaping and irrigation systems.............................................................................................. ❑ ❑ It (9) Interior doors, including closure devices, frames, molding, locks, andhardware...................................................................................... X (10) Parking areas and walks..................................................................... _ _ X (11) Plumbing systems, drainage systems and sump pumps .................... _ _ X (12) Electrical systems, mechanical systems ............................................ _ X (13) Ballast and lamp replacement............................................................ _ X (14) Heating, Ventilation and Air Conditioning (HVAC) systems ................ X = c (15) HVAC system replacement................................................................. X — (16) Signs and lighting: ............................................................................... (a) Pylon............................................................................................. X — — (b) Fascia........................................................................................... X — — (c) Monument..................................................................................... X — (d) Door/Suite..................................................................................... X = _ (e) Directional..................................................................................... X (f) Other: ............. X (17) Extermination and pest control, excluding wood -destroying insects. _ _ _ X (18) Fences and Gates.............................................................................. _ _ X (19) Storage yards and storage buildings .................................................. _ X (20) Wood -destroying insect treatment and repairs ................................... X u (21) Cranes and related systems............................................................... X _ (22) (23) m (24)AII other items and systems................................................................ D. ReDair Persons: Repairs must be completed by trained, qualified, and insured repair persons. I�l�ii4LrSe�iee•6e��ae��#�ewaw��►aide-#die^�46-s+�s�e���e�Pa�ag�a���66F�4}-�e�ie• �+�-rre4-r�egeffr�4e- .' l.' , e�tl. �„r ., rx; err�egale�rly-ae�reelaleeF-rr .' l., ,,., . L xrdiee-eer�4rxt few#k►eslolVAG ::::'k794-ffiW6t pwFahased-k4m;A-a-WVAXr' rz�a�c�ia�..ccrz�paa�tfa�.r�gi�lar�.pKca�itlac.s��cl�.ccra#�a�c..#.a.�ila�..{xapw�i�l#.�aa+�#ail�.#ra raal+�a+r�a-r�q+�ir�ct-k�1.LAC-rz�air�a�r�ar�i-�raFira-cor�ac�ia-c#o�-at-all-�ia�oc-��ir�tgic-�acc, L-a�eHer�-+�rjr-ele-ee-ar�el��eaa+�-will-reir�rree-l-a�le�€e�4heWe�e+�ee-e#reaeNw+�a++�eaa�ee-a�e� (TXR-2101) 07-08-22 Initialed for Identification by Landlord , and Tenant: 4-- , Page 10 of 18 Phone: 2105351012 Fax: 1008 E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www (wolf. com Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth- TX 76102 F. Common Areas: Landlord will maintain any common areas in the Property in a manner as Landlord determines to be in the best interest of the Property. Landlord will maintain any elevator and signs in the common area. Landlord may change the size, dimension, and location of any common areas, or allocate areas for short term or reserved parking for specific tenants, provided that such change does not materially impair Tenant's use and access to the leased premises. Tenant has the non-exclusive license to use the common areas in compliance with Landlord's rules and regulations. Tenant may not solicit any business in the common areas or interfere with any other person's right to use the common areas. This paragraph does not apply if Paragraph 2A(2) applies. G. Notice of Repairs: Tenant must promptly notify Landlord of any item that is in need of repair and that is Landlord's responsibility to repair. All requests for repairs to Landlord must be in writing. H. Failure to Repair: Landlord must make a repair for which Landlord is responsible within a reasonable period of time after Tenant provides Landlord written notice of the needed repair. If Tenant fails to repair or maintain an item for which Tenant is responsible within 10 days after Landlord provides Tenant written notice of the needed repair or maintenance, Landlord may: (1) repair or maintain the item, without liability for any damage or loss to Tenant, and Tenant must immediately reimburse Landlord for the cost to repair or maintain; or (2) exercise Landlord's remedies under Paragraph 20. 16. ALTERATIONS: A. Tenant may not alter (including making any penetrations to the roof, exterior walls or foundation), improve, or add to the Property or the leased premises without Landlord's written consent. Landlord will not unreasonably withhold consent for the Tenant to make reasonable non-structural alterations, modifications, or improvements to the leased premises. B. Tenant may not alter any locks or any security devices on the Property or the leased premises without Landlord's consent. If Landlord authorizes the changing, addition, or rekeying of any locks or other security devices, Tenant must immediately deliver the new keys and access devices to Landlord. C. If a governmental order requires alteration or modification to the leased premises, the party obligated to maintain and repair the item to be modified or altered as designated in Paragraph 15 will, at its expense, modify or alter the item in compliance with the order and in compliance with Paragraphs 16A and 17. D. Any alterations, improvements, fixtures or additions to the Property or leased premises installed by either party during the term of this lease will become Landlord's property and must be surrendered to Landlord at the time this lease ends, except for those fixtures Landlord requires Tenant to remove under Paragraph 11 or 14 or if the parties agree otherwise in writing. 17. LIENS: Tenant may not do anything that will cause the title of the Property or leased premises to be encumbered in any way. If Tenant causes a lien to be filed against the Property or leased premises, Tenant will within 20 days after receipt of Landlord's demand: (1) pay the lien and have the lien released of record; or (2) take action to discharge the lien. Tenant will provide Landlord a copy of any release Tenant obtains pursuant to this paragraph. 18. LIABILITY: To the extent permitted by law. Landlord is NOT responsible to Tenant or Tenant's emolov_ee_s, patrons. ouests. or invitees for anv damages, iniuries, or losses to person or property caused bV A. an act. omission. or neolect of: Tenant: Tenant's aaent: Tenant's a_ uest: Tenant's employees: Tenant's patrons: Tenant's invitees: or anv other tenant on the Property: (TXR-2101) 07-08-22 Initial r- Initialed for Identification by Landlor : � and Tenant: Page 11 of 18 wa• Phone: 2105351012 Fax 1008E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 B. fire. flood. water leaks. ice. snow. hail. winds. explosion. smoke. riot. strike. interruption of utilities. theft. burolarv. robberv. assault. terrorism. vandalism. other persons. environmental contaminants. or other occurrences or casualtv losses. 19. INDEMNITY: Each party will indemnifv. defend. and hold the other party harmless from anv property damaae. personal iniurv. suits. actions. liabilities. damaaes. cost of repairs or service to the leased premises or Property. or anv other loss caused. nea_ lia_ ently or otherwise. by that party or that oartv's emplovees. patrons. auests. or invitees. 20. DEFAULT: A. If Landlord fails to comply with this lease within 30 days after Tenant notifies Landlord of Landlord's failure to comply, Landlord will be in default and Tenant may seek any remedy provided by law. If, however, Landlord's non-compliance reasonably requires more than 30 days to cure, Landlord will not be in default if the cure is commenced within the 30-day period and is diligently pursued. B. If Landlord does not actually receive at the place designated for payment any rent due under this lease within 5 days after it is due, Tenant will be in default. If Tenant fails to comply with this lease for any other reason within 20 days after Landlord notifies Tenant of its failure to comply, Tenant will be in default. C. If Tenant is in default, Landlord may, with at least 3 days written notice to Tenant: (i) terminate this lease, or (ii) terminate Tenant's right to occupy the leased premises without terminating this lease and may accelerate all rents which are payable during the remainder of this lease or any renewal period. Landlord will attempt to mitigate any damage or loss caused by Tenant's breach by using commercially reasonable means. If Tenant is in default, Tenant will be liable for: (1) any lost rent; (2) Landlord's cost of reletting the leased premises, including brokerage fees, advertising fees, and other fees necessary to relet the leased premises; (3) repairs to the leased premises for use beyond normal wear and tear; (4) all Landlord's costs associated with eviction of Tenant, such as attorney's fees, court costs, and prejudgment interest; (5) all Landlord's costs associated with collection of rent such as collection fees, late charges, and returned check charges; (6) cost of removing any of Tenant's equipment or fixtures left on the leased premises or Property; (7) cost to remove any trash, debris, personal property, hazardous materials, or environmental contaminants left by Tenant or Tenant's employees, patrons, guests, or invitees in the leased premises or Property; (8) cost to replace any unreturned keys or access devices to the leased premises, parking areas, or Property; and (9) any other recovery to which Landlord may be entitled under this lease or under law. 21. ABANDONMENT, INTERRUPTION OF UTILITIES, REMOVAL OF PROPERTY, AND LOCKOUT: Chapter 93 of the Texas Property Code governs the rights and obligations of the parties with regard to: (a) abandonment of the leased premises; (b) interruption of utilities; (c) removal of Tenant's property; and (d) "lock -out" of Tenant. 22. HOLDOVER: If Tenant fails to vacate the leased premises at the time this lease ends, Tenant will become a tenant -at -will and must vacate the leased premises immediately upon receipt of demand from Landlord. No holding over by Tenant, with or without the consent of Landlord, will extend this lease. Tenant will indemnify Landlord and any prospective tenants fb4:,aay and all damages caused by the holdover. Rent for (TXR-2101) 07-08-22 Initialed for Identification by Landlord — and Tenant: A Page 12 of 18 Phone: 2105351012 Fax: 1008 E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 IN Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 any holdover period will be 150% of the base monthly rent plus any additional rent calculated on a daily basis and will be immediately due and payable daily without notice or demand. 23. LANDLORD'S LIEN AND SECURITY INTEREST: To secure Tenant's performance under this lease, Tenant orants to Landlord a lien and securitv interest ao_ ainst all of Tenant's nonexempt personal Droaerty that is in the leased premises or on the Property. This lease is a security agreement for the purposes of the Uniform Commercial Code. Landlord may file a financing statement to perfect Landlord's security interest under the Uniform Commercial Code. 24. ASSIGNMENT AND SUBLETTING: Landlord may assign this lease to any subsequent owner of the Property. Tenant may not assign this lease or sublet any part of the leased premises without Landlord's written consent. An assignment of this lease or subletting of the leased premises without Landlord's written consent is voidable by Landlord. If Tenant assigns this lease or sublets any part of the leased premises, Tenant will remain liable for all of Tenant's obligations under this lease regardless if the assignment or sublease is made with or without the consent of Landlord. 25. RELOCATION: ❑ A. By providing Tenant with not less than 90 days advanced written notice, Landlord may require Tenant to relocate to another location in the Property, provided that the other location is equal in size or larger than the leased premises then occupied by Tenant and contains similar leasehold improvements. Landlord will pay Tenant's reasonable out-of-pocket moving expenses for moving to the other location. "Moving expenses" means reasonable expenses incurred by Tenant payable to professional movers, utility companies for connection and disconnection fees, wiring companies for connecting and disconnecting Tenant's office equipment required by the relocation, and printing companies for reprinting Tenant's stationary, business cards, and marketing materials containing Tenant's address. A relocation of Tenant will not change or affect any other provision of this lease that is then in effect, including rent and reimbursement amounts, except that the description of the suite or unit number will automatically be amended. 0 B. Landlord may not require Tenant to relocate to another location in the Property without Tenant's prior consent. 26. SUBORDINATION: A. This lease and Tenant's leasehold interest are and will be subject, subordinate, and inferior to: (1) any lien, encumbrance, or ground lease now or hereafter placed on the leased premises or the Property that Landlord authorizes; (2) all advances made under any such lien, encumbrance, or ground lease; (3) the interest payable on any such lien or encumbrance; (4) any and all renewals and extensions of any such lien, encumbrance, or ground lease; (5) any restrictive covenant affecting the leased premises or the Property; and (6) the rights of any owners' association affecting the leased premises or Property. B. Tenant must, on demand, execute a subordination, attornment, and non -disturbance agreement that Landlord may request that Tenant execute, provided that such agreement is made on the condition that this lease and Tenant's rights under this lease are recognized by the lien -holder. 27. ESTOPPEL CERTIFICATES AND FINANCIAL INFORMATION: A. Within 10 days after receipt of a written request from Landlord, Tenant will execute and deliver to Landlord an estoppel certificate that identifie `mh" sand conditions of this lease. (TXR-2101) 07-08-22 Initialed for Identification 1 Landlor❑7 ❑_ , and Tenant: Page 13 of 18 Phone: 2105351012 Fax: 1005E 11th St - Donna K—p-Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf. com Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth.. TX 76102 B. Within 30 days after receipt of a written request from Landlord, Tenant will provide to Landlord Tenant's current financial information (balance sheet and income statement). Landlord may request the financial information no more frequently than once every 12 months. 28. CASUALTY LOSS: A. Tenant must immediately notify Landlord of any casualty loss in the leased premises. Within 20 days after receipt of Tenant's notice of a casualty loss, Landlord will notify Tenant if the leased premises are less than or more than 50% unusable, on a per square foot basis, and if Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss. B. If the leased premises are less than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord will restore the leased premises to substantially the same condition as before the casualty. If Landlord fails to substantially restore within the time required, Tenant may terminate this lease. C. If the leased premises are more than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord may: (1) terminate this lease; or (2) restore the leased premises to substantially the same condition as before the casualty. If Landlord chooses to restore and does not substantially restore the leased premises within the time required, Tenant may terminate this lease. D. If Landlord notifies Tenant that Landlord cannot substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss, Landlord may: (1) choose not to restore and terminate this lease; or (2) choose to restore, notify Tenant of the estimated time to restore, and give Tenant the option to terminate this lease by notifying Landlord within 10 days. E. If this lease does not terminate because of a casualty loss, rent will be reduced from the date Tenant notifies Landlord of the casualty loss to the date the leased premises are substantially restored by an amount proportionate to the extent the leased premises are unusable. 29. CONDEMNATION: If after a condemnation or purchase in lieu of condemnation the leased premises are totally unusable for the purposes stated in this lease, this lease will terminate. If after a condemnation or purchase in lieu of condemnation the leased premises or Property are partially unusable for the purposes of this lease, this lease will continue and rent will be reduced in an amount proportionate to the extent the leased premises are unusable. Any condemnation award or proceeds in lieu of condemnation are the property of Landlord and Tenant has no claim to such proceeds or award. Tenant may seek compensation from the condemning authority for its moving expenses and damages to Tenant's personal property. 30. ATTORNEY'S FEES: Any person who is a prevailing party in any legal proceeding brought under or related to the transaction described in this lease is entitled to recover prejudgment interest, reasonable attorney's fees, and all other costs of litigation from the nonprevailing party. 31. REPRESENTATIONS: A. Tenant's statements in this lease and any application for rental are material representations relied upon by Landlord. Each party signing this lease represents that he or she is of legal age to enter into a binding contract and is authorized to sign this lease. If Tenant makes any misrepresentation in this lease or in any application for rental, Tenant is in default. B. Landlord is not aware of any material defect on the Property that would affect the health and safety of an ordinary person or any environmental hazard on or affecting the Property that would affect the health or safety of an ordinary person, except: Initial (TXR-2101) 07-08-22 Initialed for Identification by Landlord �` k, �. , and Tenant: Page 14 of 18 wJ• Phone: 2105351012 Fax: 1005 E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf.com Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 C. Each party and each signatory to this lease represents that: (1) it is not a person named as a Specially Designated National and Blocked Person as defined in Presidential Executive Order 13224; (2) it is not acting, directly or indirectly, for or on behalf of a Specially Designated and Blocked Person; and (3) is not arranging or facilitating this lease or any transaction related to this lease for a Specially Designated and Blocked Person. Any party or any signatory to this lease who is a Specially Designated and Blocked person will indemnify and hold harmless any other person who relies on this representation and who suffers any claim, damage, loss, liability or expense as a result of this representation. 32. BROKERS: A. The brokers to this lease are: Principal Broker: LanCarte Commercial Real Estate... Cooperating Broker: LLC Agent: Beniamin Brown / Darren Cain Agent: Address:2627 Tillar St. Ste 121 Address: Fort Worth, TX 76107 Phone & Fax: (817)409-4040 Phone & Fax: E-mail: parker(M-lancartecre.com E-mail: License No.: 9008215 / 451536 / 731615 License No.: Principal Broker: (Check only one box) Cooperating Broker represents Tenant. LX represents Landlord only. ❑ represents Tenant only. ❑ is an intermediary between Landlord and Tenant. B. Fees: ❑X (1) Principal Broker's fee will be paid according to: (Check only one box). ❑X (a) a separate written commission agreement between Principal Broker and: ❑X Landlord ❑ Tenant. ❑ (b) the attached Commercial Lease Addendum for Broker's Fee (TXR-2102). ❑ (2) Cooperating Broker's fee will be paid according to: (Check only one box). ❑ (a) a separate written commission agreement between Cooperating Broker and: ❑ Principal Broker ❑ Landlord ❑ Tenant. ❑ (b) the attached Commercial Lease Addendum for Broker's Fee (TXR-2102). 33. ADDENDA: Incorporated into this lease are the addenda, exhibits and other information marked in the Addenda and Exhibit section of the Table of Contents. If Landlord's Rules and Regulations are made part of this lease, Tenant agrees to comply with the Rules and Regulations as Landlord may, at its discretion, amend from time to time. 34. NOTICES: All notices under this lease must be in writing and are effective when hand -delivered, mailed by certified mail return receipt requested, sent by a national or regional overnight delivery service that provides a delivery receipt, or sent by confirmed facsimile transmission to: Landlord at: Kent Riibe Address: PO Box 26746, Fort Worth, TX 76126 Attention: Fax: ❑ (TXR-2101) 07-08-22 Initialed for Identification by Landlor : a, _ , and Tenant: kV Page 15 of 18 w�• Phone: 2105351012 Fax: 1008 E llth St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 IN Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf. corn Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 and a copy to: Address: Attention: Fax: ❑ Landlord also consents to receive notices by e-mail at: Tenant at the leased premises, and to: City of Fort Worth Address: 200 Texas Street, Fort Worth, TX 76102 Attention: Ricky Salazar F.x: and a copy to: Address: Attention: Fax: X❑ Tenant also consents to receive notices by e-mail at: ricardo.salazar@fortworthtexas.gov 35. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this lease. (If special provisions are contained in an addendum, identify the applicable addendum on the cover page of this lease.) F7Tenant will be responsible for water bills in excess of $100.00 per month. 36. AGREEMENT OF PARTIES: A. Entire Aareement: This lease contains the entire agreement between Landlord and Tenant and may not be changed except by written agreement. B. Bindina Effect: This lease is binding upon and inures to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns. C. Joint and Several: All Tenants are jointly and severally liable for all provisions of this lease. Any act or notice to, or refund to, or signature of, any one or more of the Tenants regarding any term of this lease, its renewal, or its termination is binding on all T t . (TXR-2101) 07-08-22 Initialed for Identification by Landlord Tenant: Page 16 of 18 w�• Phone: 2105351012 Fax 1008E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf. corn Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth. TX 76102 D. Controllina Law: The laws of the State of Texas govern the interpretation, performance, and enforcement of this lease. E. Severable Clauses: If any clause in this lease is found invalid or unenforceable by a court of law, the remainder of this lease will not be affected and all other provisions of this lease will remain valid and enforceable. F. Waiver: Landlord's delay, waiver, or non -enforcement of acceleration, contractual or statutory lien, rental due date, or any other right will not be deemed a waiver of any other or subsequent breach by Tenant or any other term in this lease. G. Quiet Eniovment: Provided that Tenant is not in default of this lease, Landlord covenants that Tenant will enjoy possession and use of the leased premises free from material interference. H. Force Maieure: If the performance of any party to this lease is delayed by strike, lock -out, shortage of material, governmental restriction, riot, war, epidemic, pandemic, quarantine, or by other cause, without fault and beyond the control of the party obligated (financial inability excepted), performance of such act will be abated for the period of the delay; provided, however, nothing in this paragraph excuses Tenant from the prompt payment of rent or other charge, nor will Tenant's inability to obtain governmental approval for its intended use of the leased premises excuse any of Tenant's obligations hereunder. I. Time: Time is of the essence. The parties require strict compliance with the times for performance. J. Counteroarts: If this lease is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. 37. EFFECTIVE DATE: The effective date of this lease is the date the last party executes this lease and initials any changes. 38. LICENSE HOLDER DISCLOSURE: Texas law requires a real estate license holder who is a party to a transaction or acting on behalf of a spouse, parent, child, business entity in which the license holder owns more than 10%, or a trust for which the license holder acts as a trustee or of which the license holder or the license holder's spouse, parent or child is a beneficiary, to notify the other party in writing before entering into a contract of sale or rental agreement. Disclose if applicable: (TXR-2101) 07-08-22 Initial Initialed for Identification by Landlor : - - and Tenant: X I Page 17 of 18 w7• Phone: 2105351012 Fax 1008E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 IN Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf cam Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 1008 E 11 th St Commercial Lease concerning: Fort Worth, TX 76102 Brokers are not qualified to render legal advice, property inspections, surveys, engineering studies, environmental assessments, tax advice, or compliance inspections. The parties should seek experts to render such services. READ THIS LEASE CAREFULLY. If you do not understand the effect of this Lease, consult your attorney BEFORE signing. Landlord: Kent Riibe By: By Signed by: By (signature): I Printed Name: nfRMPA'01423... T `]i1jZvZ4 Title: Building Owner Date By (signature): Printed Name: Title: Date: (TXR-2101) 07-08-22 Tenant: fdo of Fort Worth By: By (signature): Printed Name: Dana Burghdoff Title: Assistant City Manaqer Date: By. / A.M. By (signature): William Johoson (Ju 26, 2024 16:30 CDT) Printed Name: William JohnsonAssistant City Manager Title: William JohnsonAssistant City Manager Date: Jun 26, 2024 Page 18 of 18 Phone: 2105351012 Fax: 1005 E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www Wolf, corn Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 11 TEXAS REACTORS COMMERCIAL LANDLORD'S RULES AND REGULATIONS USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®, INC. IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc. 2010 REGARDING THE COMMERCIAL LEASE CONCERNING THE LEASED PREMISES AT 1008 E 11th St, Fort Worth, TX 76102 NOTICE: These rules and regulations are adopted to maintain and enhance the safety and appearance of the Property. From time to time Landlord, at its discretion, may amend these rules and regulations for the purposes for which they were adopted. Under the above -referenced lease, Tenant agrees to comply with these rules and regulations as they may be amended. Exceptions or waivers must be authorized by Landlord in writing. "Property" means the building or complex in which the leased premises are located, inclusive of any common areas, drives, parking areas, and walks, and landscaped areas. A. Goods, merchandise, equipment, or any personal property may not be stored on the Property, except for inventory within the leased premises necessary for Tenant's normal business operations. B. Food is not permitted on the Property, except as inventory for sale and for a small amount of food for Tenant's personal consumption. C. Other than those provided by Landlord or specifically authorized by Landlord, no vending machines are permitted on the Property. D. The Property may not be used for lodging or sleeping quarters in any manner. E. Unless authorized by law or the lease, no animals may be brought or kept on the Property. F. No obstruction or interference that impedes use of the common areas, walks, drives, loading areas, parking areas, corridors, hallways, vestibules, and stairs is permitted on the Property. G. Persons parking on the Property must comply with all posted signs and directions regulating the parking areas. H. No flammable, toxic, noxious, or hazardous materials may be kept on the Property except for over-the- counter cleaning materials kept in enclosed storage closets or cabinets. I. Tenants moving in or out of the Property must use only the service entrances and service elevators during the move. All moves must be made at times that do not cause inconvenience in the normal use of the Property. J. Deliveries and shipping of goods and merchandise in or out of the Property must be made only through the service entrances, service elevators, loading docks, or other designated shipping and receiving areas. Shipments and deliveries must be made at times that do not cause inconvenience to tenants or patrons on the Property. K. Leased premises must be kept clean and free of debris. Trash must be deposited into appropriate receptacles. Trash receptacles controlled by Tenant must not be allowed to overflow, attract rodents or vermin, or emit odors. Initial (TXR-2108) 1-26-10 Initialed for Identification by Landlord_L and Tenant: Ur,. Page 1 of 2 Phone: 2105351012 Fax loos E llth St - Donna Kemp -Long Produced with Lane Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf. corn Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 Landlord's Rules and Regulations concerning 1008E 11th St. Fort Worth. TX 76102 L. Repair requests must be submitted to Landlord in writing in compliance with the lease. M. No modification to the Property and leased premises may be made unless authorized by Landlord, in writing, or permitted by the lease. N. No illegal or offensive activity is permitted on the Property nor is any activity that constitutes a nuisance or interferes with the rights of other tenants. O. Unless specifically authorized by Landlord, no solicitation or business operations are permitted in the common areas. P. Other: Initial (TXR-2108) 1-26-10 Initialed for Identification by Landlor , and Tenant: Page 2 of 2 Phone: 2105351012 Fax 1008 E 11th St - Donna Kemp -Long Produced with Lone Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwolf. corn Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 11 /2/2015 112t Information About Brokerage Services EQUAL MOUSING Texas law requires all real estate licensees to give the following information about OPPORTUNITY brokerage services to prospective buyers, tenants, sellers and landlords. TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW (A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client; and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligations as an intermediary. A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer) to communicate with, provide opinions and advice to, and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party, disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer. A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you, and your obligations under the representation agreement. • Who will pay the broker for services provided to you, when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. LanCarte Commercial Real Estate, LLC 9008215 (817)409-4040 Licensed Broker /Broker Firm Name or License No. Email Phone Primary Assumed Business Name Sarah LanCarte 601090 sarah(a)Iancartecre.com (817)228-4247 Designated Broker of Firm License No. Email Phone Benjamin Brown 451536 bbrown(aDlancartecre.com (817)676-5858 Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Darren Cain 731615—,nisi=, dcain(a-)lacartecre.com (832)418-0611 Sales Agent/Associate's Name License Email Phone ���rk_L 7/30/2024 Buyer/Tenant/Seller ndiord initiah Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TXR-2501 IABS 1-0 Date Phone: 2105351012 Fax 1008E 11th St - Donna Kemp -Long Produced with Lane Wolf Transactions (zipForm Edition) 717 N Harwood St, Suite 2200, Dallas, TX 75201 www.lwclf, corn Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 ADDENDUM TO COMMERCIAL LEASE BETWEEN THE CITY OF FORT WORTH ("TENANT") AND Kent Riibe ("LANDLORD") This Addendum to Commercial Lease ("Addendum") is entered into by and between Kent Riibe ("Landlord") and the City of Fort Worth ("Tenant"), collectively the "parties," for the use of the Leased Premises (as defined in the Commercial Lease). The Commercial Lease documents shall include the following: 1. The Commercial Lease; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Commercial Lease (the "Lease"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Lease as follows: 1. Term. This Lease shall be a month -to -month tenancy, commencing on July 1, 2024 and ending on December 31, 2024. If at any time Tenant desires to terminate the Lease, Tenant may do so by providing to Landlord written notice of intention to terminate. Such notice to terminate must be provided to Landlord at least thirty (30) days prior to the desired date of termination of the Lease. If at any time Landlord desires to terminate the Lease, Landlord may do so by providing to Tenant such written notice of intention to terminate at least thirty (30) days prior to the desired date of termination of the Lease. 2. Fiscal Fundine Out. In the event no funds or insufficient funds are appropriated by the Tenant in any fiscal period for any payments due hereunder, Tenant will notify Landlord of such occurrence and the Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Tenant of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 3. Attornevs' Fees. Penalties. and Liquidated Damases. To the extent the attached Lease requires Tenant to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, Tenant objects to these terms and any such terms are hereby deleted from the Lease and shall have no force or effect. 4. Law and Venue. The Lease and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Lease shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Lease is required to be governed by any state law other than Texas or venue in Tarrant County, Tenant objects to such terms and any such terms are hereby deleted from the Lease and shall have no force or effect. Addendum to Commercial Lease — 1008 E. 11 Street Pagel of 4 Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 5. Insurance. Tenant is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Lease requires Tenant to purchase insurance, Tenant objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Lease and shall have no force or effect. Tenant will provide a letter of self -insured status as requested by Landlord. 6. Sovereian Immunitv. Nothing herein constitutes a waiver of Tenant's sovereign immunity. To the extent the Lease requires Tenant to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 7. Limitation of Liabilitv and Indemnitv. To the extent the Lease, in any way, limits the liability of Landlord or requires Tenant to indemnify or hold Landlord or any third party harmless from damages of any kind or character, Tenant objects to these terms and any such terms are hereby deleted from the Lease and shall have no force or effect. 8. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of Tenant hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, Tenant shall have the right to terminate the Lease except for those portions of funds which have been appropriated prior to termination. 9. Confidential Information. Tenant is a government entity under the laws of the State of Texas and all documents held or maintained by Tenant are subject to disclosure under the Texas Public Information Act (the "Act"). To the extent the Lease requires that Tenant maintain records in violation of the Act, Tenant hereby objects to such provisions and such provisions are hereby deleted from the Lease and shall have no force or effect. 10. Addendum Controlliniz. If any provisions of the attached Lease conflict with the terms herein, are prohibited by applicable law, or conflict with any applicable rule, regulation or ordinance, including those of the City of Fort Worth, the terms in this Addendum shall control. 11. Ri2ht to Audit. Landlord agrees that Tenant shall, until the expiration of three (3) years after final payment under the Lease, have access to and the right to examine any directly pertinent books, documents, papers and records of Landlord involving transactions relating to the Lease. Landlord agrees that Tenant shall have access during normal working hours to all necessary Landlord facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Tenant shall give Landlord reasonable advance notice of intended audits. 12. No Bovcott of Israel. If Landlord has fewer than 10 employees or this Lease is for less than $100,000, this section does not apply. Landlord acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the Tenant is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Lease, Landlord certifies that Addendum to Commercial Lease — 1008 E. 11 Street Page 2 of 4 Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 Landlord's signature provides written verification to the Tenant that Landlord: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Lease. 13. Prohibition on Bovcottina Enerav Companies. Landlord acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the Tenant is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Tenant with a company with 10 or more full-time employees unless the contract contains a written verification from the Landlord that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Lease. To the extent that Chapter 2276 of the Government Code is applicable to this Lease, by signing this Lease, Landlord certifies that Landlord's signature provides written verification to the Tenant that Landlord: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Lease. 14. Prohibition on Discrimination Aaainst Firearm and Ammunition Industries. Landlord acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the Tenant is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Tenant with a company with 10 or more full-time employees unless the contract contains a written verification from the Landlord that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Lease, by signing this Lease, Landlord certifies that Landlord's signature provides written verification to the Tenant that Landlord: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Lease. (signature page follows) Addendum to Commercial Lease — 1008 E. 11 Street Page 3 of 4 Docusign Envelope ID: 468CC2B5-6B26-4A49-8C4F-00786DOE15C8 ACCEPTED AND AGREED: CITY: City of Fort Worth William 4ohnson (J n 26, 202416:30 CDT) By: William Johnson on behalf of Name: Dana Burghdoff Title: Assistant City Manager Date: Jun 26, 2024 Approval Recommended: By: NameNichael Crum Title: ulrector, NupIIC Lvents uept. o4n Attest: p OF F�RT4;pdd p4o �9Ad I.g C#.A_ dean nEops��4 By: Name: Jannette S. Goodall Title: City Secretary LANDLORD: Signed by: By: 2 DA101423... Name: I en`t °iI e Title: Owner Date: 7/30/2024 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Ricky Salazar Title: Assistant Director, Real Estate Approved as to Form and Legality: By: Name: Matthew A. Murray Title: Assistant City Attorney Contract Authorization: M&C: Not required OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum to Commercial Lease — 1008 E. 11 Street Page 4 of 4