R-12-10-25-H5 - 10/25/2012 E
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RESOLUTION NO. R-12-10-25-H5
WHEREAS, the Fire Department of the City of Round Rock desires to lease certain office
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space for administrative offices, for warehouse storage space, and for training of Fire Department
personnel and employees, and
WHEREAS, the City of Round Rock wishes to enter into a Lease Agreement with Northpark
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at Old Settlers, Ltd. for rental of warehouse/training premises at 2601 E. Old Settlers Boulevard,
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Building 100,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
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That the Mayor is hereby authorized and directed to execute on behalf of the City a Lease
Agreement with Northpark at Old Settlers, Ltd, a copy of same being attached hereto as Exhibit "A"
and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
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subject of the meeting at which this Resolution was adopted was posted and that such meeting was
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open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 25th day of October, 2012.
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ALAN MCGRAW, Mayor F
City of Round Rock, Texas
ATTEST: {
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SARA L. WHITE, City Clerk
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EXHIBIT
„A„
LEASE AGREEMENT
1. DEFINITIONS AND BASIC PROVISIONS.
a. "LANDLORD": NORTHPARK AT OLD SETTLERS,LTD. t
Address: 2801 E. Old Settlers Boulevard
Round Rock, Texas 78664
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b. "TENANT": CITY OF ROUND ROCK,TEXAS
Address: 221 East Main Street
Round Rock, Texas 78664
C. Tenant's Department Housed in Leased Premises:
City of Round Rock Fire Department
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d. Tenant's Address in Leased Premises:
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2601 E. Old Settlers Boulevard,Buildingf3
Round Rock,Texas 78664
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e. "Premises": Approximately 6,600 square foot stand-alone building located at east
end of property; legal description being AW0173 Donaho, W. Jr. Sur, 36.405
acres.
f. "Initial Term": Commencing on the "Commencement Date", as defined in
Paragraph 3 hereof, and ending thirty-six (36) months thereafter unless earlier
terminated by law or provisions of this Lease Agreement.
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g. "Renewal Tenn": Tenant shall be granted an option to extend this Lease for two
(2) additional terms of twelve (12) months each, at an increased renewal rate in
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accordance with Exhibit"B" attached hereto and made a part hereof.
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h. "Base Rent": $4,000.00 per month for first 12 months
$4,200.00 per month for second 12 months
$4,400.00 per month for third 12 months
(See Paragraph 4 for Base Rent)
i. Total Monthly Payment: $4,000.00 per month for first 12 months
$4,200.00 per month for second 12 months
$4,400.00 per month for third 12 months
j. "Late Payment Charge": An amount equal to five percent (5%) of any Rent due
hereunder shall be charged for all payments received after the fifteenth (15th) day
after such sum is due.
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k. "Security Deposit": $4,000.00 as a one-time refundable payment.
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1. Use of Premises: Fire Department of the City of Round Rock, for administrative
offices, for warehouse storage space, and for training of Fire Department
personnel and employees, such training to include but not be limited to the s
following: simulated emergency conditions involving artificial smoke, breaking
down doors to simulate gaining access, drills representing likely scenarios that r
might be encountered such as home rescues, roof forced entry, crawling and/or G
breaking through windows, moving through obscured corridors, and the like.
Tenant specifically has the right to build and use training props in the building, g
and Tenant has the right to use fog machines to simulate fire rescue scenarios.
Tenant acknowledges that only artificial smoke will be used, and that no real
smoke or fire will be used inside or outside the premises.
M. By signature hereon, Landlord hereby acknowledges receipt of the sum of
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$4,000.00 for the Security Deposit that is due upon the signing of the Lease. r
2. GRANTING CLAUSE. For and in consideration of the mutual covenants and
agreements set forth herein, Landlord leases to Tenant and Tenant hereby leases from
Landlord, for the Rent and upon the terms and conditions herein, the Premises owned
and/or constructed by Landlord at 2601 E. Old Settlers Boulevard, Buildinq� , Round e
Rock, Williamson County,Texas. j poLJ
3. COMMENCEMENT DATE. The "Commencement Date" of this Lease shall be defined
as the date Tenant shall begin occupation and operation of its Fire Department services k
within the Premises,but in no event later than f 1,2012.
4. BASE RENT.
a. Subject to any provisions for adjustment set forth herein, Tenant hereby agrees to
pay, without deduction or offset, a Base Rent ("Base Rent") for the initial thirty-
six (36) month term of this Lease Agreement as follows: the total amount of
Forty-eight Thousand and No/100 Dollars ($48,000.00) for the first 12 months of
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the Lease Agreement, as set forth herein; the total amount of Fifty Thousand Four z`
Hundred and No/100 Dollars ($50,400.00), as set forth herein; and the total
amount of Fifty-two Thousand Eight Hundred and No/100 Dollars ($52,800.00),
as set forth herein. The Base Rent for the first 12 months of the Lease Agreement
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shall be due and payable in twelve (12) equal monthly installments in the amount
of Four Thousand and No/100 Dollars ($4,000.00) each. The Base Rent for the
second 12 months of the Lease Agreement shall be due and payable in twelve(12)
equal monthly installments in the amount of Four Thousand Two Hundred and
No/100 Dollars ($4,200.00) each. The Base Rent for the third 12 months of the
Lease Agreement shall be due and payable in twelve (12) equal monthly
installments in the amount of Four Thousand Four Hundred and No/100 Dollars '>
($4,400.00) each. The first monthly installment of rent shall be due and payable
on 1, 2012. All such installments shall be paid to
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Landlord in lawful money of the United States of America at the following
address in Round Rock, Williamson County, Texas, unless otherwise designated
in advance in writing by Landlord: Charles King,2801 E. Old Settlers Boulevard,
Round Rock, Texas 78664. If the Term commences or terminates on any day
other than the fust or last day of the calendar month, the Base Rent and any other
sums due hereunder shall be pro-rated for such fractional calendar month. The
unpaid balance of all past due installments of the Base Rent shall bear interest at z
the maximum lawful rate per annum from the date due until paid.
S. SECURITY DEPOSIT. Tenant has provided Landlord with a Security deposit("Security F
Deposit"), as security for the faithful performance and observance by Tenant of the terms
and conditions of this Lease. Tenant hereby agrees that if Tenant defaults in the
performance of any terms and conditions of this Lease and fails to cure such default after
expiration of thirty (30) day written notice, Landlord may, at Landlord's sole option, use,
apply or retain the whole or any pant of the Security Deposit to the extent appropriate to
cure Tenant's default and/or to compensate Landlord. No such application of the Security
Deposit by Landlord shall be construed as an agreement to limit the amount of Landlord's
claim or as a waiver or release by Landlord, but on the contrary, any claim of Landlord
hereunder not recovered from the Security Deposit shall be and remain in full force and
effect. If Landlord sells the Premises, or otherwise transfers its rights in this Lease to any
other person, Landlord shall notify Tenant of such pending sale or assignment and
Landlord shall transfer the security deposit to the purchaser effective as of the date of
closing of said sale or assignment.
6. RENEWAL OPTION.
See Exhibit "B".
7. USE AND OCCUPANCY. Tenant agrees to use and occupy the Premises for the general
purposes set forth in Paragraph 1.1. hereof, with other non-similar uses to be allowed only
with the express written consent of Landlord. Tenant agrees to use and maintain the z
Premises in a clean, careful, safe and proper manner, and to promptly observe and
comply with all statutes, ordinances, and regulations of all governmental entities
regarding the use and occupancy of the Premises. Tenant agrees to pay, on demand, for
any damage to the Premises or to any other part of the Building adjudicated as being
caused by any negligence or willful act or misuse or abuse by Tenant or its employees, f:
agents or guests.
8. USE OF PARKING. Subject to any Rules and Regulations established by Landlord
hereunder (see Paragraph 21), Tenant is hereby granted the non-exclusive license to
permit its invitees, licensees, agents and employees to use the sidewalks and parking
areas attendant to the building, and others as designated by Landlord from time to time.
9. ACCEPTANCE OF PREMISES AND BUILDING BY TENANT. After Tenant has an
opportunity to review any of the Landlord's inspectors reports, and after personal
inspection by Tenant, the taking of possession of the Premises by Tenant shall be
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conclusive evidence as against Tenant that Tenant accepts the Premises as suitable for the
purposes for which the same are leased and that Landlord has fully complied with its
obligations with respect to the Premises and the initial improvements, if any, to the
Premises.
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10. ALTERATIONS AND IMPROVEMENTS.
a. Except as expressly provided elsewhere herein, all alterations, improvements,
additions, or remodeling of the Premises during the Term of this Lease shall be done Y
at the expense of the Tenant and only with the express written consent of Landlord, r
which shall not be unreasonably withheld, conditioned or delayed. With the
exception of Tenant's trade fixtures, all such alterations, improvements, additions or
remodeling, whether made by Tenant or Landlord, shall become the property of
Landlord at the time of their installation,unless otherwise expressly provided herein.
b. Not later than the last day of the Term, Tenant agrees, at Tenant's sole expense, to
remove all of Tenant's property and remove all partitions, counters, railings, etc.,
which were installed by Tenant whose removal is specifically requested by Landlord
in writing, and Tenant shall repair all injuries done by or in connection with the
installation or removal of such property. Upon move-out, Tenant agrees to return the
Premises to the documented condition the Premises were in upon move-in, normal
wear and tear excepted. Tenant specifically agrees to repair any damage to walls or
ceilings from cleaning residue left from the use of artificial smoke, and any other
damages not considered to be normal wear and tear.
c. The parties agree that Landlord shall paint all walls in the office area, touch-up paint k
any other walls as necessary, patch any holes in sheetrock, and shall service all air
conditioning/heating systems prior to initial move-in by Tenant. The parties further
agree that Tenant shall permit Landlord to perform the following work: installation tl
of an exterior door from the warehouse to the north parking lot area, addition of a '
second door between the warehouse and the office area to act as a buffer, raising of E
the lights and, if necessary, the air conditioning/heating unit in the warehouse, x
erection of temporary training structures outside which may be brought inside when
not in use, and installation of a fire hydrant to the east of the building. Such changes
to the interior of the building office area or the building shell, including adding
exterior doors, shall be done by Landlord, and paid for by Tenant. In order to ensure
fair and equitable pricing, Tenant may provide additional bids of two or more, and l
Landlord agrees and binds itself to match the lowest responsible bid, or allow the low f
bidder to perform the work. r
11. LIENS. Tenant shall not permit any mechanic's, materialmen's, or other liens to be fixed
or placed against the Premises, Building or Land, and agrees to immediately discharge
any such lien which is purportedly fixed or placed against any of the foregoing on
account of any work performed for or at request of Tenant.
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U. UTILITIES AND SERVICES. Electrical power furnished to the Building is to be
separately metered and Tenant expressly agrees to pay all charges for electricity used in
and about the Premises before the same shall become delinquent. Water and wastewater f
charges and garbage collection fees shall be timely paid by Tenant.
13. ACCESS TO THE PREMISES. Tenant agrees to allow Landlord or its agents or
representatives to enter into and upon any part of the Premises at any reasonable business
hours to inspect same or to clean or make repairs, alterations, or additions thereto, as
Landlord may deem necessary or desirable. Landlord, Landlord's agents, representatives
or servicemen may enter the Premises by duplicate key or master key at any time in the
event of emergency. Landlord shall further have the right to enter the Premises at any
time, during reasonable hours,for ninety(90) days prior to the expiration of the Term for
the purpose of showing the Premises to prospective Tenants, and will exercise reasonable
precaution not to disturb Tenant's business.
14. REPAIRS.
a. Landlord shall keep in good order and be responsible for the maintenance and
repair of the foundations, exterior walls and roof of the Premises; provided,
however, that Tenant will pay or reimburse Landlord in full for all such repairs to
the Premises occasioned through fault on the part of the Tenant, its officers,
agents, and employees, guests, or business invitees, and such payment or
reimbursement may be required in advance before repairs are made. Tenant
agrees to request all repairs and services in writing to Landlord. Landlord shall
act with due diligence in the making of repairs to the Premises, and rent shall not
abate during such period unless such interruption lasts more than 24 hours, and
shall not constitute constructive or partial eviction, unless such interruption lasts
more than five(5)business days.
b. Tenant agrees to keep in good order and to be responsible for the repair and
maintenance of the HVAC system in the Premises, and Landlord expressly agrees
to provide a full warranty for the existing system for ninety (90) days following
move-in in order to ensure that the system is in proper wonting order. Landlord
also shall have the responsibility for ensuring that all thermostats are in good
working order and are programmable.
C. Tenant agrees not to commit or allow any waste or damage to be committed on
any portion of the Premises, and at the tennination of this Lease, by lapse of time
or otherwise, to deliver up the Premises to Landlord in as good a condition as at
date of possession by Tenant, ordinary wear and tear excepted, and upon such ='
termination of the Lease, Landlord shall have the right to re-enter and resume
possession of the Premises.
15. INSURANCE AND INDEMNIFICATION. To the extent allowable by law, Tenant
agrees to protect and hold Landlord harmless from and against any and all fines, suits,
losses, costs, liability, claims, demands, actions and judgments or every kind and
character, unless caused by Landlord's gross negligence or intentional misconduct, for
injuries to persons or property arising out of the occupancy or operation of the Premises
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by Tenant. Tenant agrees to maintain, at its own expense, during the full term hereof, a
policy of public liability and property damage insurance, in which policy Landlord and G'
Tenant shall be named as co-insured, and to furnish to Landlord current certificates
evidencing such insurance. Such policy shall provide coverage in an amount not less
than One Million Dollars ($1,000,000.00) per injury, and not less than Three Million
Dollars ($3,000,000.00) per occurrence, and not less than One Hundred Thousand
Dollars ($100,000.00) for property damage. Landlord shall indemnify and hold Tenant x
and Tenant's agents harmless fiom and against any and all losses, claims, actions, E
demands, liens, costs, damages, expenses and liabilities whatsoever, unless caused by
Tenant's negligence, including but not limited to attorney's fees and court costs, arising
out of any claims of any person or persons on account of or by reason of the use or
misuse of the parking area or any other common area, whether by Landlord or by any a
person or persons holding or using the area(other than the Premises), or any part thereof,
under Landlord including, without limitation, Landlord's customers, invitees, agents,
contractors, employees, servants, subtenants, assignees, licensees or concessionaires.
Without limiting the generality of the foregoing, Landlord shall indemnify and hold
Tenant harmless fiom and against any penalty, damage or charge incurred or imposed by
reason of any violation of law, statute, ordinance or governmental rule, regulation or
requirement now or hereafter in force, by Landlord or any person or persons holding
under Landlord and from any cost, damage or expense arising out of the death of or
injury to any person or persons holding under Landlord or using the area (other than the
Premises), or any part thereof or any part of the parking area or any other common area
under Landlord.
16. WAIVER OF SUBROGATION. Notwithstanding anything contained herein to the
contrary, each party hereto hereby releases and waives all claims, rights of recovery, and
causes of action that either such party or any other person or entity claiming by,through,
or under such party, by subrogation or otherwise, may have against the other party for
any and all loss of, or damage to, any of its premises,which loss or damage is covered by
valid and collectible fire and extended coverage insurance policies,to the extent that such
loss or damage is recoverable under such insurance policies. Insofar as this Paragraph 16
will preclude the assignment of any claim by way of subrogation or otherwise to an
insurance company, each party hereby agrees immediately to give to each such insurance
company which has issued its policies of fire and extended coverage insurance, written
notice of the terms of this waiver of subrogation and to cause such policies to be properly
endorsed, if necessary, to prevent the invalidation of such insurance coverage by reason
of such waiver of subrogation; provided, however, that this waiver shall be ineffective
against any insurer of either party hereto to the extent that such waiver is prohibited by
the laws and insurance regulations of the State of Texas.
17. CONDEMNATION AND LOSS OR DAMAGE. If the Premises or any part thereof
shall be taken or condemned for any public purpose to such an extent as to render the
remainder of the Premises, in the opinion of Landlord, not reasonably suitable for
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Tenant's occupancy, this Lease shall forthwith cease and terminate. All proceeds from
any taking or condemnation of the Premises shall belong to and be paid to Landlord
except that portion allocated to the Tenant. In addition, Landlord shall not be liable or
responsible to Tenant for any loss or damage to any property or persons occasioned by
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theft, insurrection, war, court order, requisition or order of governmental body or
authority,force majeure or any other cause beyond the control of Landlord.
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18. LIMITATION OF LANDLORD'S PERSONAL LIABILITY. it
a. The provisions contained herein are not intended to, and shall not, limit any right
that Tenant might have to (a) obtain injunctive relief against Landlord, or(b) any
suit or action in connection with enforcement or collection of amounts which may
become owing or payable under or on account of insurance maintained by
Landlord.
b. No Personal Liability. Notwithstanding any provisions of this Lease to the
contrary, Tenant's sole source of satisfaction for the payment of all obligations r
and liabilities of Landlord, of any kind whatsoever arising under or in connection
with this Lease, shall be the assets of Landlord and its entities, and no partner,
director, officer, employee, participant, or agent of Landlord shall be personally '
liable in any manner or to any extent for any of the obligations or liabilities of
Landlord arising under or in connection with this Lease.
19. DAMAGE BY FIRE OR OTHER CASUALTY. If the Premises or any part thereof shall
be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to
Landlord. In case the Premises shall be so damaged by fire or other casualty that
substantial alteration or reconstruction shall, in Landlord's sole opinion, be required
(whether or not the Premises have been damaged by such fire or other casualty), or in the
event any mortgagee under a mortgage or deed of trust covering the property should
require that the insurance proceeds payable as a result of said fire or other casualty be
used to retire the mortgage debt, Landlord may, at its option,terminate the Lease and the
Term and estate hereby granted by notifying Tenant in writing of such termination within
forty-five(45) days after the date of such damage, in which event the rent hereunder shall
be abated as of the date of such damage. If Landlord does not thus elect to terminate this
Lease, Landlord shall, within ninety (90) days after the date of such damage, commence
to repair and restore the Premises and shall proceed with reasonable diligence to restore
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the Premises to substantially the same condition in which it was immediately prior to the
happening of the casualty, and Landlord shall also restore the interior premises and
improvements constructed by Tenant under this Lease. Subject to the provisions of the
next sentence, Landlord shall allow Tenant a diminution of rent during the time and to the k
extent the Premises are unfit for occupancy (for example, if 40% of the Premises is
rendered uninhabitable, Tenant shall be entitled to a 40% diminution of rent). If the g
Premises are damaged by fire or other casualty resulting fi•om the adjudicated negligence,
gross negligence or willful misconduct of Tenant or any of Tenant's agents, employees or
invitees,the rent hereunder shall not be diminished during the repair of such damage and
Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of
the Premises caused thereby to the extent such cost and expense is not covered by
�. insurance proceeds.
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20. EVENTS OF DEFAULT AND REMEDIES.
a. Each of the following acts or omissions of Tenant or occurrences shall constitute
an "Event of Default": #
i. Tenant's failure to pay timely the Base Rent, or any sum due hereunder,
for a period exceeding fifteen (15) days beyond the date on which said
sum is to be paid.
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ii. Tenant's failure to perform or observe any other covenant or condition of
this Lease Agreement within fifteen (15) days following written notice to
Tenant of such failure;
iii. Abandonment or vacating of the Premises or any significant portion
thereof;
iv. The filing or execution or occurrence of. a petition in bankruptcy or other
insolvency proceeding by or against Tenant or any guarantor of the
obligations of Tenant hereunder; or, petition or answer seeking relief
under any provision of the Bankruptcy Code; or, an assignment for the
appointment of a trustee, receiver, or liquidator of Tenant or any such
guarantor or any property of Tenant or any such guarantor or a proceeding
by any governmental authority for the dissolution or liquidation of Tenant
or any such guarantor.
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b. Upon the occurrence of any Event of Default and only if Tenant fails to cure such
default after the expiration of thirty (30) days from the date Tenant receives
written notice from Landlord of such default, as enumerated above, Landlord
may, at Landlord's option, in addition to any other remedy or right given
hereunder or by law or equity, do any one or more of the following:
i. Terminate this Lease by giving written notice of termination to Tenant, in
which event Tenant shall immediately surrender possession of the 's
Premises to Landlord; and
ii. Enter upon and take possession of the Premises and expel or remove
Tenant and any other occupant therefrom, with or without having
terminated the Lease; but no such action shall terminate this Lease unless
Landlord gives written notice of termination to Tenant.
C. Exercise by Landlord of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be an acceptance of surrender of the
Premises by Tenant, whether by agreement or by operation of law, it being
understood that such surrender can be affected only by the written agreement of
Landlord and Tenant. No removal or other exercise of dominion by Landlord
over the property of Tenant or others at the Premises shall be deemed
unauthorized or constitute a conversion, Tenant hereby consenting, after any
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Event of Default, to the aforesaid exercise of dominion over Tenant's property
with the Premises. Tenant agrees that any reentry by Landlord may be pursuant
to judgment obtained in forcible detainer proceedings or other legal proceedings
or without the necessity for any legal proceedings, as Landlord may elect, and s
Landlord shall not be liable in trespass or otherwise. In the event of such reentry,
Tenant covenants and agrees to peaceably and quietly yield and surrender the
Premises unto Landlord.
d. In the event Landlord elects to terminate this Lease by reason of an Event of
Default, then notwithstanding such termination, Tenant shall be liable for and
shall pay to Landlord at Round Rock, Williamson County, Texas, the sum of all
Rent and other indebtedness accrued to the date of such termination, plus, as
damages,an amount equal to the difference between:
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i. the Rent plus all other payments due by Tenant hereunder for the
remaining portion of the Lease Term; and
ii. the then present fair rental value of the Premises for such period.
e. In case of an Event of Default, Tenant shall also be liable for and shall pay to
Landlord, at Round Rock, Williamson County, Texas, in addition to any sum
provided to be paid above: Broker's fees and related expenses incurred by
Landlord in re-letting the Premises; the costs of repairing, altering, remodeling,or
restoring the Premises and all reasonable expenses incurred by Landlord in
enforcing Landlord's remedies, including reasonable attorney's fees. Past due rent
and other past due payments shall bear interest at the maximum lawful rate or, if .
there is no such maximum lawful rate,then at the rate of twelve percent(12%) per
annum.
f. Notwithstanding anything contained elsewhere in this Lease to the contrary, in all
cases Landlord shall have the duty to mitigate its damages herein by reletting the
Premises and to collect the rent due under such reletting, and apply such rent to
any deficiency of Tenant and otherwise mitigate its damages.
g. In addition to the above described remedies, Landlord will also have all other
remedies provided by law in the event of any default by Tenant. 3
21. RULES AND REGULATIONS. Tenant shall comply with reasonable Rules and
Regulations for the Buildings, Premises, and Land, with respect to safety, care,
cleanliness, parking, and preservation of good order, which Rules may be established
from time to time and communicated to Tenant by Landlord in advance in writing.
Landlord shall not be liable to Tenant for any failure of any other Tenants to comply with
such Rules and Regulations. Landlord shall require all of its other tenants to comply with
reasonable Rules and Regulations for the Buildings, Premises, and Land, with respect to
safety, care, cleanliness, parking, and preservation of good order, which Rules may be
established from tune to time and communicated to other tenants by Landlord.
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22. SURRENDER AND HOLDOVER. Tenant hereby covenants and agrees at the
termination of this Lease, whether caused by lapse of time or otherwise, to surrender the
Premises to Landlord in as good a condition and repair as at the commencement of
Tenant's occupancy, reasonable wear and tear excepted. Any holding over in the 6
Premises by Tenant at the expiration of the Lease Tenn shall be a tenancy from month to
month; provided however, that in the event of such holdover, Tenant expressly agrees to
pay, as the agreed upon monthly Base Rent, 5% above the amount of the Base Rent then
in effect in addition to the continuing obligation to pay any other sums due hereunder.
23. SUBORDINATION. This lease shall be subordinate to the lien or any mortgage or deed
of trust which is not upon the Land or Premises or upon Landlord's rights under this c
Lease. This Lease shall be subordinate to all renewals, extensions, rearrangements,
modifications or consolidations or any such mortgage or deed of trust. Tenant agrees to
execute any instrument deemed necessary to Landlord to further effect the subordination F
of this Lease to any such mortgage, provided such instrument isnot in conflict with the f
provisions of this Lease. In the event Tenant shall fail or neglect to execute,
acknowledge and deliver any such subordination instrument or certificate, Landlord, in
addition to any other remedies it may have, may, as Agent and Attorney-in-Fact of
Tenant, execute, acknowledge and deliver the same and Tenant hereby irrevocable '
nominates and constitutes and appoints Landlord as Tenant's proper and legal agent and
attorney-in-fact for such purposes. This provision shall be self-operative.
Notwithstanding anything contained elsewhere in this Lease to the contrary. At the
request of Tenant, Landlord shall use commercially reasonable efforts to procure form its
lender a Non-Disturbance Agreement in favor of Tenants, recognizing the rights of 4
Tenant under this lease in the event of a sale, transfer or foreclosure of the underlying
Premises.
24. ESTOPPEL CERTIFICATES. The parties agree that from time to time,upon fifteen(15)
days' notice, Landlord or Tenant will execute, acknowledge and deliver a written
statement certifying (a) this Lease is in full force and effect; (b) there are not
modifications hereof; (c) the date to which all Rents have been paid; and (d) within the s'
party's knowledge,there are no defaults hereunder. '
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25. PROVISION AGAINST WAIVER BY LANDLORD. The failure of Landlord to
declare any default immediately upon the occurrence thereof, or delay in taking any
action in connection therewith, shall not waive such default, but Landlord shall have the
right to declare any such default at any time and take such action as might be lawful or
authorized hereunder,and any such covenants, conditions,or options so breached shall be
and remain in full force and effect.
26. ASSIGNMENT AND SUBLETTING. E
a. Tenant shall not assign this Lease or sublease the Premises or any part thereof or
mortgage, pledge, or hypothecate its leasehold interest therein without the prior
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express written permission of Landlord, which shall not be unreasonably
withheld, conditioned or delayed.
b. In the event of any approved assignment or subletting, the rights of any such
assignee or sub-Tenant of Tenant herein to the use and occupancy of the Premises
shall be subject to all of the terms and conditions of this Lease, including,without N
limitation, restrictions on use and the covenant to pay Base Rent and other sums
due hereunder. Landlord may collect said Rents directly from such assignee or
sub-Tenant and apply the amount so collected to the rents herein reserved. No
such consent to or recognition of any such assignment or subletting shall
constitute a release of Tenant, or any guarantor of Tenant's performance
hereunder, from further performance by Tenant and Tenant will remain liable and
responsible for all rents and other obligations herein imposed upon Tenant.
Unless otherwise agreed, any amounts paid by any sub-Tenant or assignee of
Tenant in excess of the amounts for which Tenant is liable hereunder, shall be
paid over to Landlord and shall not be retained by Tenant.
27. NOTICES. Any notice by either party to the other shall be in writing and deemed duly
provided only if delivered personally or sent by certified mail, return receipt requested, in
a postpaid envelope addressed to the party at the address set out in Paragraph 1 herein or
at such other address as Landlord or Tenant, respectively, shall designate in writing by
giving notice under this Paragraph. Notice shall be deemed to have been duly given if
delivered personally, upon delivery thereof, and if mailed, upon the third day after the
mailing thereof in accordance with this Paragraph.
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28. ATTORNEY'S FEES. In the event Landlord or Tenant defaults in the performance of
any of the terns, covenants, agreements or condition contained in this Lease Agreement {
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to be performed by such party and the other party places the enforcement of this Lease, or
any part thereof, or the collection of any sums due hereunder or to become due
hereunder, in the hands of any attorney, or files a lawsuit upon the same, the defaulting
party agrees to pay all reasonable attorneys'fees and costs incurred by the non-defaulting
party.
29. CERTAIN RIGHTS RESERVED BY LANDLORD. Specifically and without limitation,
Landlord reserves the following rights:
a. To change the name or street address of the Premises;
b. To install, affix and maintain any signs on the exterior/interior of the Premises,
although the parties expressly agree that Tenant shall be responsible for all its
own signage;
C. To designate, limit, restrict and control any business and any service in or to the
Premises and its tenants;provided,however,that Landlord shall not,without good
cause or under express provision of this Lease, interfere with Tenant's conduct
and operation of its business;
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d. To retain at all times, and to use in appropriate instances,keys to all doors within
and into the Premises;
C. To have and retain paramount title to the Premises flee and clear of any act of {'
Tenant purporting to burden or encumber said title; and
f. To grant to anyone the exclusive right to conduct any business or render any
service in or to the Premises, provided such exclusive right shall not operate to
exclude Tenant fiom the use expressly permitted herein.
30. TENANT'S PEACEFUL ENJOYMENT. Tenant, on payment of all Rents due hereunder
and observing, keeping, and performing all of its obligations hereunder, shall lawfully, j!
peaceably and quietly have,hold, occupy and enjoy the Premises during the Term hereof,
provided, however, that this covenant and any and all other covenants of Landlord
contained in this Lease shall be binding upon Landlord and its successors only with
respect to breaches occurring during its and their respective ownership of the Landlord's
interest hereunder. The parties expressly agree that Tenant shall have no restrictions
placed on it whatsoever with respect to business hours or hours of operation.
31. NOTICE OF LANDLORD DEFAULT. Landlord shall in no event be in default in the
performance of any of its obligations hereunder unless and until Landlord shall have
failed to perform such obligations within (30) days or such additional time as is
reasonably required to correct any such default, after receipt of written notice from
Tenant to Landlord, properly specifying and identifying wherein the Landlord has failed
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to perform any such obligation.
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32. DISPUTE RESOLUTION.
a. The parties agree to negotiate in good faith in an effort to resolve any dispute
related to this Lease that may arise.
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b. The parties hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Lease Agreement or a breach thereof shall be
decided by any arbitration proceeding, including without limitation, any
proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any
applicable state arbitration statutes.
33. MISCELLANEOUS PROVISIONS.
a. Joint and Several Liability of Tenant. If the rights of the Tenant hereunder are
owned by two or more parties or two or more parties are designated herein as
Tenant, then all such parties, including any guarantors of Tenant's obligations
hereunder, shall be and remain jointly and severally liable for the obligations of
Tenant hereunder, and any notice required or permitted by the terms of this Lease
may be given by or to any one thereof and shall have the same force and effect as
if given by or to all thereof.
b. Time of Essence. Time is of the essence of this Agreement.
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c. Payment Oblijzation Independent. The obligation of Tenant to pay all rent and
other sums due hereunder from Tenant and the obligation of Tenant to perform
Tenant's other covenants hereunder constitute independent, unconditional
obligations.
d. Successors and Assigns. This Lease Agreement shall be binding upon and inure
to the benefit of Landlord, its successors and assigns, and shall be binding upon
and inure to the benefit of Tenant, its successors and, to the extent assignment
may be approved by Landlord.
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e. Landlord Not a Partner. Landlord does not become a partner of Tenant in the
conduct of its business or otherwise by virtue of this Lease.
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f. Gender and Number. Whenever required by the context, as used in this
Agreement, the singular number shall include the plural, the plural shall include
the singular, and all words herein in any gender shall be deemed to include the
masculine,feminine, or neuter gender. P
g. Severability. If any provision of this Lease Agreement or the application thereof
to any person or circumstance shall for any reason or to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, but
shall be enforced to the extent permitted by law, as if such invalid or
unenforceable provision had never been contained herein.
h. Headings. The headings and titles used in this Agreement are for administrative
convenience only and do not constitute substantive matter to be construing the
terms of this Agreement.
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i. No Binding Offer. The submission of this document prior to execution shall be
for purposes of examination and negotiation only and shall not and does not p
constitute an offer to lease,a reservation of, or option for,the Premises.
j. Laws GoverningVenue. This Lease shall be governed by the laws of the State of E'
Texas and shall be enforceable in Round Rock, Texas, and if legal action is €'
necessary by either party with respect to the enforcement of any or all of the terms E
or conditions herein, exclusive venue for same shall lie in Williamson County, ;
Texas.
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k. Non-Appropriation, Fiscal Funding. This Lease Agreement is a commitment of x
City of Round Rock's current revenues only. It is understood and agreed that City
shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to pay for the
services as determined by City's budget for the fiscal year in question. City may
effect such termination by giving a written notice of termination at the end of its
then-current fiscal year.
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1. Prompt Payment Policy. As a Texas home-rule municipality, City of Round
Rock shall make any payments due in accordance with-the Texas Prompt Payment
Act, Chapter 2251,V.T.C.A.,Texas Government Code.
M. Entire Agreement. This Lease Agreement, including the Exhibits and/or Addenda
which are attached hereto and made a part hereof, constitutes the whole
agreement of the parties and shall in no way be conditioned, modified, or
supplemented except by written agreement executed by both parties.
n. Exhibits. The following exhibits are attached hereto and fully incorporated herein
as if set forth at length: y
Exhibit A: Description of Tenant Improvements
Exhibit B: Renewal Option
Exhibit C: Lease Commission Agreement
Exhibit D: Parking Regulations
IN WITNESS WHEREOF, this Lease Agreement is hereby executed in multiple
counterparts on this the day of the month of )2012.
LANDLORD:
NORTHPARK AT OLD SETTLERS,LTD. {
By:
Printed Name: C---? «
Title: - ^—/ �—
Date Signed: 0=/ o
TENANT:
CITY OF ROUND ROCK,TEXAS
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By:
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Printed Name: l'
Title:
Date Signed:
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FOR CITY, ATTEST:
By: t'
Sara L. White,City Clerk
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FOR CITY,APPROVED AS TO FORM:
By:
Stephan L. Sheets,City Attorney
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EXHIBIT "A"
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DESCRIPTION OF TENANT IMPROVEMENTS }
Property is taken AS-IS by Tenant, after Landlord has painted all walls in the office area, has
touch-up painted any other walls as necessary, has patched any holes in sheetrock, and has
serviced all air conditioning/heating systems, such repairs being accomplished prior to initial '
move-in by Tenant.
Tenant shall permit Landlord toperform the following work: installation of an exterior door
from the warehouse to the north parking lot area, addition of a second door between the f
warehouse and the office area to act as a buffer, raising of the lights and, if necessary, the air
conditioning/heating unit in the warehouse, erection of temporary training structures outside
which may be brought inside when not in use, and installation of a fire hydrant to the east of the
building. Such changes to the interior of the building office area or the building shell, including
adding exterior doors, shall be done by Landlord, and paid for by Tenant. In order to ensure fair
and equitable pricing, Tenant may provide additional bids of two or more, and Landlord agrees '
and binds itself to match the lowest responsible bid, or allow the low bidder to perform the work.
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EXHIBIT"B" g
RENEWAL OPTION
1, In accordance with the Lease Agreement,Tenant shall have the right and option to renew
this Lease for two (2) additional twelve (12) month terms by delivering written notice
thereof to Landlord at least one hundred and eighty (180) days prior to the expiration date
of the lease term, provided that at the time of such notice and at the end of the lease term,
Tenant is not in default hereunder. Upon the delivery of said notice and subject to the
conditions set forth in preceding sentence, this lease shall be extended upon the same
terms, covenants, and conditions as provided in this Lease, except that the base rent shall x
increase at the rate of 5%per year over the previous year's rate.
2. In the event that Tenant has been in default for non-payment of rent more than four (4)
times during the initial terns of the Lease, the Renewal Option set forth herein may be
cancelled and be of no further force and effect, such cancellation automatically occurring
without the need of any action on the part of Landlord, on the date that Tenant is in
default for the non-payment of rent for the fourth time.
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EXHIBIT"C"
LEASE COMMISSION AGREEMENT ti
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TEXAS ASSOCIATION OF REALTORS "COMMERCIAL LEASE ADDENDUM FOR
BROKER'S FEE," attached hereto as Exhibit "C" and incorporated herein by reference for all
purposes.
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EXHIBIT
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TEXAS ASSOCIATION OF REALTORSO
COMMERCIAL LEASE ADDENDUM FOR BROKER'S FEE
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS@ IS NOT AUTHORIZED.
@Texas Association of REALTORS@;Inc.2010
ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED LANDLORD AND TENANT %E
CONCERNING THE LEASED PREMISES AT 2601 E. Old Settler's Blvd, Round Rock,
A. I easing Fees: All leasing fees are earned when the above referenced lease is executed. y
(�) will pay Principal Broker a leasing fee
calculated and payable as follows:
(3 (a) %of all base monthly rents to be paid for the term of the lease and the same
percentage of the expense reimbursements stated or estimated in the lease, payable as
follows: one-half of such amount at the time Landlord and Tenant execute the lease and the
remainder on the date the lease commences.
(b) % of all base monthly rents to be paid for the term of the lease and the same
percentage of the expense reimbursements stated or estimated in the lease, payable as
follows:
❑ (c)
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(2) Landlord will pay Cooperating Broker a leasing fee
calculated and payable as follows:
(a) %of all base monthly rents to be paid for the term of the lease and the same '
percentage of the expense reimbursements stated or estimated in the lease, payable as
follows: one-half of such amount at the time Landlord and Tenant execute the lease and the z.
remainder on the date the lease commences.
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�. (b) 4.000 %of all base monthly rents to be paid for the term of the lease and the same
percentage of the expense reimbursements stated or estimated in the lease, payable as
follows:upon Tenant move-in
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B. Renewaland Expansion-e-es: If Landlord and Tenant subsequently extend, renew, or expand the lease,
including a new lease for more, less, or different space in the Property or in any other property owned,
controlled, or managed by Landlord, the brokers will be paid the fees set forth below. The fees will be
earned and payable when the extension, renewal, expansion or new lease is executed or commences,
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whichever is earlier.
(�) will pay Principal Broker a renewal fee of.
❑ (a) % of all base monthly rents to be paid for the term of the extension, renewal,
expansion, or new lease and the same percentage of the expense reimbursements stated or
estimated in the lease governing the extension, renewal, expansion,or new lease.
❑ (b)
(TAR-2102)1-26-10 Initialed for Identification by Landlord: ,and Tenant: Page 1 of 3
Don Quick&Associates 1000 N IH-35 Round Rock,TX 78681
Phone:(797)480-8200 Fax: Daniel Carlson Round Rock Fir
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Addendum for Broker's Fee concerning 2601 E. Old Settler's Blvd, Round Rock,
(2) Landlord will pay Cooperating Broker a renewal fee of:
x❑ (a) 2.000 % of all base monthly rents to be paid for the term of the extension, renewal, b
expansion, or new lease and the same percentage of the expense reimbursements stated or
estimated in the lease governing the extension,renewal, expansion, or new lease.
❑ (b)
C. Fees in the Event of a Sale: If, during any time the lease is in effect or during any time Tenant occupies the
leased premises, including any extension, renewal, or expansion, Tenant agrees to purchase the leased
premises or Property by oral or written agreement or option, brokers will be paid the additional fees set forth
below. The additional fees will be earned at the time Landlord and Tenant enter into an agreement for the
sale, purchase, or option for the leased premises or Property, and are payable at the time the sale or
purchase closes.
(1) will pay Principal Broker an additional fee of.
[� (a) % of the sales price for the purchase.
❑ (b)
(2) Landlord will pay Cooperating Broker an additional fee of.
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x❑ (a) 3.000 % of the sales price for the purchase. '
❑ (b)
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D. County:All fees under this addendum are payable in Williamson County,Texas.
E. Attorney's Fees: If Landlord,Tenant, or any broker is a prevailing party in any legal proceeding brought as a
result of a dispute under this addendum or any transaction related to or contemplated by this addendum,
such party will be entitled to recover from the non-prevailing parties all costs of such proceeding,
prejudgment interest, and reasonable attorney's fees.
F. Special Provisions:
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(TAR-2102)1-26-10 Initialed for Identification by Landlord: Cdr' and Tenant: Page 2 of 3
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Addendum for Broker's Fee concerning 2601 E. Old Settler's Blvd, Round Rock,
NOTICE. Under Chapter 62, Texas Property Code, Broker is entitled to claim a lien against the Property to `
secure payment of an earned commission.
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Landlord:/-"ti 21 O -C7 U��Tenant:
By: ) By:
By(signature): By(signature): k
Printed Name: c C Printed Name:
Title: / _ Title:
By: By:
By(signature): By(signature):
Printed Name: Printed Name:
Title: Title:
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Principal Broker: Cooperating Broker: 4`
Broker/Company Name: Broker/Company Name:
License No. License No.
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By(signature): By(signature):
Printed Name: Printed Name:
Title: License No. Title: License No.
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(TAR-2102)1-26-10 Page 3 of 3
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EXHIBIT "D"
PARKING RULES AND REGULATIONS
It is the desire of the Landlord to maintain and operate the parking areas in an orderly
manner. Cooperation by all Tenants will be sincerely appreciated. The following rules and
regulations apply to the Tenants specifically named in this lease, their agents, employees,family,
licensees, invitees and contractors, unless otherwise stated. Parking for authorized employees
will be on the basis of first come-first served. Landlord reserves the right to rescind these rules,
make reasonable changes,or make other reasonable changes, or make other reasonable rules and
regulations for the safety, care, and cleanliness of the parking areas and for the preservation of
good order.
1. TRAFFIC SIGNS. All persons parking in the parking areas shall observe posted signs g
and markings regarding speed, stop signs, traffic lanes, reserved parking, no parking
stripes and Tenant designated parking.
2. CONTROL DEVICES. Owner reserves the right to install or utilize any reasonable
system of entry and exit control devices, lessee identification cards, or vehicle
identification cards or stickers.
3. LESSEE AND GUEST PARKING. Lessees and their guests and customers may park on
the premise without charge; however, lessees must park in areas as specified by the lease
agreement, and will be expected to park their cars on an orderly manner within the
marked stall areas provided. It is recommended that the cars be left in a "brakes on,
doors locked"condition at all times.
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4. TRASH. All persons panting in the parking areas shall refrain from throwing trash,
ashtray contents, or other debris on the parking areas or adjacent sidewalks.
5. FLAT TIRES. All vehicle owners and all persons parking in the parking areas shall be
responsible for promptly repairing flat tires or other conditions of the vehicle which cause
unsightliness in the reasonable judgment of the Landlord.
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6 REMOVAL OF UNAUTHORIZED VEHICLES. If vehicles are blocking driveways or
passageways or parked in areas prohibited for parking under this lease agreement, or in x
violation of these rules and regulations or STATE STATUTES, Owner/Lessor may
exercise vehicle removal remedies under Article 6701g-1, and 670Ig-2 upon compliance
with statutory notice. ANY CAR PARKED ILLEGALLY WILL BE TOWED AT
THE CAR OWNER'S EXPENSE. s
7. SECURITY. Landlord shall use reasonable diligence in the maintenance of existing
lighting in the parking areas, but shall not be responsible for additional lighting or
security measures in parking areas.
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8. NOTIFICATION. TENANT AGREES THAT ALL ITS SERVANTS, CLIENTS,
CUSTOMERS, EMPLOYEES, AGENTS, VISITORS, INVITEES AND LICENSEES HAVE
OR WILL BE INFORMED AS TO THE CONTENT OF THESE REGULATIONS. f'
Owner/Lessor/Landlord's officers, agents and employees shall not be liable for and
Tenant waives all clai ns for damage to person or property sustained by Tenant or any
person claiming through Tenant resulting from any accident or occurrence in and upon
parking areas.
CAVEAT: Any failure by Landlord to enforce any of the aforesaid parking regulations now or
hereafter in effect, either against Tenant or any other Tenant in the Buildings on the property,
shall not constitute a waiver of such regulations, and Landlord shall not be responsible to Tenant
for the failure or refusal by any other Tenant, guest, invitee, visitor, licensee or occupant of the
buildings to observe or comply with any of the regulations.
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K,TEXAS City Council Agenda Summary Sheet
PURPOSE.PASSION.PROSPERITY.
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Agenda Item No. H5.
Consider a resolution authorizing the Mayor to execute a Lease Agreement with
Northpark at Old Settlers, LTD for rental of warehouse/training premises at 2601 E. Old
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Agenda Caption: Settlers Boulevard, Building 100.
1.
Meeting Date: October 25, 2012
Department: Fire
Staff Person making presentation: David Coatney
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Fire Chief
Item Summary: k
The warehouse will provide some of the needed space to setup firefighting scenarios using various training props
that allows the training division to teach fire service skills and the firefighters to have hands on practice, thus
becoming more proficient at skills that were previously discussed only in a classroom environment. The training
division will set up and run realistic scenarios that places the firefighters in adverse situations that will require them n
to apply these skills to be successful. Building 100 at the above address is the correct building.
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Cost: FY 2013,$48,000.00; FY 2014,$50,400.00; FY 2015,$52,800.00
Source of Funds: General Fund
Recommended Action: Approval
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LEASE AGREEMENT
1. DEFINITIONS AND BASIC PROVISIONS.
a. "LANDLORD": NORTHPARK AT OLD SETTLERS,LTD.
Address: 2801 E. Old Settlers Boulevard
Round Rock, Texas 78664
b. "TENANT": CITY OF ROUND ROCK,TEXAS
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Address: 221 East Main Street
Round Rock, Texas 78664 '
C. Tenant's Department Housed in Leased Premises:
City of Round Rock Fire Department
d. Tenant's Address in Leased Premises:
2601 E. Old Settlers Boulevard,Building
Round Rock,Texas 78664
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e. "Premises": Approximately 6,600 square foot stand-alone building located at east 4'
end of property; legal description being AW0173 Donaho, W. Jr. Sur, 36.405
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acres. '
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f. "Initial Term": Commencing on the "Commencement Date", as defined in
Paragraph 3 hereof, and ending thirty-six (36) months thereafter unless earlier
terminated by law or provisions of this Lease Agreement. 1'
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g. "Renewal Term": Tenant shall be granted an option to extend this Lease for two
(2) additional terns of twelve (12) months each, at an increased renewal rate in
accordance with Exhibit "B" attached hereto and made a part hereof. i
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h. "Base Rent": $4,000.00 per month for first 12 months
$4,200.00 per month for second 12 months
$4,400.00 per month for third 12 months
(See Paragraph 4 for Base Rent)
i. Total Monthly Payment: $4,000.00 per month for first 12 months
$4,200.00 per month for second 12 months l
$4,400.00 per month for third 12 months
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j. "Late Payment Charge": An amount equal to five percent (5%) of any Rent due '
hereunder shall be charged for all payments received after the fifteenth (15th)day
after such sum is due.
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00258605/jkg/revised 1015/12
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k. "Security Deposit": $4,000.00 as a one-time refundable payment.
1. Use of Premises: Fire Department of the City of Round Rock, for administrative
offices, for warehouse storage space, and for training of Fire Department i
personnel and employees, such training to include but not be limited to the
following: simulated emergency conditions involving artificial smoke, breaking
down doors to simulate gaining access, drills representing likely scenarios that
might be encountered such as home rescues, roof forced entry, crawling and/or
breaking through windows, moving through obscured corridors, and the like. #
Tenant specifically has the right to build and use training props in the building,
and Tenant has the right to use fog machines to simulate fire rescue scenarios.
Tenant acknowledges that only artificial smoke will be used, and that no real
smoke or fire will be used inside or outside the premises.
in. By signature hereon, Landlord hereby acknowledges receipt of the sum of
$4,000.00 for the Security Deposit that is due upon the signing of the Lease.
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2. GRANTING CLAUSE. For and in consideration of the mutual covenants and
agreements set forth herein, Landlord leases to Tenant and Tenant hereby leases from
Landlord, for the Rent and upon the terms and conditions herein, the Premises owned M
and/or constructed by Landlord at 2601 E. Old Settlers Boulevard, BuildingRound
Rock, Williamson County,Texas. jpo�JL
3. COMMENCEMENT DATE. The "Commencement Date" of this Lease shall be defined
as the date Tenant shall begin occupation and operation of its Fire Department services
within the Premises, but in no event later than / 1, 2012. t
4. BASE RENT.
a. Subject to any provisions for adjustment set forth herein, Tenant hereby agrees to
pay, without deduction or offset, a Base Rent ('Base Rent") for the initial thirty-
six (36) month term of this Lease Agreement as follows: the total amount of '
Forty-eight Thousand and No/100 Dollars ($48,000.00) for the first 12 months of
the Lease Agreement, as set forth herein; the total amount of Fifty Thousand Four
Hundred and No/100 Dollars ($50,400.00), as set forth herein; and the total
amount of Fifty-two Thousand Eight Hundred and No/100 Dollars ($52,800.00),
as set forth herein. The Base Rent for the first 12 months of the Lease Agreement
shall be due and payable in twelve (12) equal monthly installments in the amount
of Four Thousand and No/100 Dollars ($4,000.00) each. The Base Rent for the
second 12 months of the Lease Agreement shall be due and payable in twelve(12)
equal monthly installments in the amount of Four Thousand Two Hundred and
No/100 Dollars ($4,200.00) each. The Base Rent for the third 12 months of the
Lease Agreement shall be due and payable in twelve (12) equal monthly
installments in the amount of Four Thousand Four Hundred and No/100 Dollars s
($4,400.00) each. T ,e first monthly installment of rent shall be due and payable
on 1, 2012. All such installments shall be paid to $
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Landlord in lawful money of the United States of America at the following
address in Round Rock, Williamson County, Texas, unless otherwise designated
in advance in writing by Landlord: Charles King,2801 E. Old Settlers Boulevard,
Round Rock, Texas 78664. If the Term commences or terminates on any day
other than the first or last day of the calendar month, the Base Rent and any other
sums due hereunder shall be pro-rated for such fractional calendar month. The
unpaid balance of all past due installments of the Base Rent shall bear interest at
the maximum lawful rate per annum from the date due until paid.
5. SECURITY DEPOSIT. Tenant has provided Landlord with a Security deposit("Security
Deposit"), as security for the faithful performance and observance by Tenant of the terms
and conditions of this Lease. Tenant hereby agrees that if Tenant defaults in the .
performance of any terms and conditions of this Lease and fails to cure such default after
expiration of thirty (30) day written notice, Landlord may, at Landlord's sole option, use,
apply or retain the whole or any part of the Security Deposit to the extent appropriate to
cure Tenant's default and/or to compensate Landlord. No such application of the Security
Deposit by Landlord shall be construed as an agreement to limit the amount of Landlord's
claim or as a waiver or release by Landlord, but on the contrary, any claim of Landlord
hereunder not recovered from the Security Deposit shall be and remain in full force and
effect. If Landlord sells the Premises, or otherwise transfers its rights in this Lease to any
other person, Landlord shall notify Tenant of such pending sale or assignment and x'
Landlord shall transfer the security deposit to the purchaser effective as of the date of
closing of said sale or assignment.
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6. RENEWAL OPTION.
See Exhibit "B".
7. USE AND OCCUPANCY. Tenant agrees to use and occupy the Premises for the general
purposes set forth in Paragraph 1.1. hereof, with other non-similar uses to be allowed only
with the express written consent of Landlord. Tenant agrees to use and maintain the =°
Premises in a clean, careful, safe and proper manner, and to promptly observe and >
comply with all statutes, ordinances, and regulations of all governmental entities '
regarding the use and occupancy of the Premises. Tenant agrees to pay, on demand, for
any damage to the Premises or to any other part of the Building adjudicated as being
caused by any negligence or willfiil act or misuse or abuse by Tenant or its employees,
agents or guests.
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8. USE OF PARKING. Subject to any Rules and Regulations established by Landlord
hereunder (see Paragraph 21), Tenant is hereby granted the non-exclusive license to
permit its invitees, licensees, agents and employees to use the sidewalks and parking
areas attendant to the building, and others as designated by Landlord from time to time.
9. ACCEPTANCE OF PREMISES AND BUILDING BY TENANT. After Tenant has an
opportunity to review any of the Landlord's inspectors reports, and after personal
inspection by Tenant, the taking of possession of the Premises by Tenant shall be
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conclusive evidence as against Tenant that Tenant accepts the Premises as suitable for the
purposes for which the same are leased and that Landlord has fully complied with its
obligations with respect to the Premises and the initial improvements, if any, to the
Premises.
10. ALTERATIONS AND IMPROVEMENTS. '
a. Except as expressly provided elsewhere herein, all alterations, improvements,
additions, or remodeling of the Premises during the Term of this Lease shall be done
at the expense of the Tenant and only with the express written consent of Landlord,
which shall not be unreasonably withheld, conditioned or delayed. With the
exception of Tenant's trade fixtures, all such alterations, improvements, additions or i
remodeling, whether made by Tenant or Landlord, shall become theproperty of
Landlord at the time of their installation, unless otherwise expressly provided herein.
b. Not later than the last day of the Term, Tenant agrees, at Tenant's sole expense, to
remove all of Tenant's property and remove all partitions, counters, railings, etc.,
which were installed by Tenant whose removal is specifically requested by Landlord
in writing, and Tenant shall repair all injuries done by or in connection with the
installation or removal of such property. Upon move-out, Tenant agrees to return the
Premises to the documented condition the Premises were in upon move-in, normal
wear and tear excepted. Tenant specifically agrees to repair any damage to walls or
ceilings from cleaning residue left from the use of artificial smoke, and any other
damages not considered to be normal wear and tear.
c. The parties agree that Landlord shall paint all walls in the office area, touch-up paint
any other walls as necessary, patch any holes in sheetrock, and shall service all air
conditioning/heating systems prior to initial move-in by Tenant. The parties further .
agree that Tenant shall permit Landlord to perform the following work: installation
of an exterior door from the warehouse to the north parking lot area, addition of a
second door between the warehouse and the office area to act as a buffer, raising of
the lights and, if necessary, the air conditioning/heating unit in the warehouse,
erection of temporary training structures outside which may be brought inside when
not in use, and installation of a fire hydrant to the east of the building. Such changes
to the interior of the building office area or the building shell, including adding 1.
exterior doors, shall be done by Landlord, and paid for by Tenant. In order to ensure
fair and equitable pricing, Tenant may provide additional bids of two or more, and
Landlord agrees and binds itself to match the lowest responsible bid, or allow the low
bidder to perform the work.
11. LIENS. Tenant shall not permit any mechanic's, materialmen's, or other liens to be fixed
or placed against the Premises, Building or Land, and agrees to immediately discharge
any such lien which is purportedly fixed or placed against any of the foregoing on 1
account of any work performed for or at request of Tenant.
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12. UTILITIES AND SERVICES. Electrical power furnished to the Building is to be
separately metered and Tenant expressly agrees to pay all charges for electricity used in
and about the Premises before the same shall become delinquent. Water and wastewater
charges and garbage collection fees shall be timely paid by Tenant.
13. ACCESS TO THE PREMISES. Tenant agrees to allow Landlord or its agents or
representatives to enter into and upon any part of the Premises at any reasonable business
hours to inspect same or to clean or make repairs, alterations, or additions thereto, as
Landlord may deem necessary or desirable. Landlord, Landlord's agents, representatives
or servicemen may enter the Premises by duplicate key or master key at any time in the
event of emergency. Landlord shall further have the right to enter the Premises at any
time, during reasonable hours,for ninety(90) days prior to the expiration of the Term for
the purpose of showing the Premises to prospective Tenants, and will exercise reasonable
precaution not to disturb Tenant's business. r
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14. REPAIRS. l
a. Landlord shall keep in good order and be responsible for the maintenance and
repair of the foundations, exterior walls and roof of the Premises; provided,
however, that Tenant will pay or reimburse Landlord in full for all such repairs to
the Premises occasioned through fault on the part of the Tenant, its officers,
agents, and employees, guests, or business invitees, and such payment or
reimbursement may be required in advance before repairs are made. Tenant
agrees to request all repairs and services in writing to Landlord. Landlord shall
act with due diligence in the making of repairs to the Premises, and rent shall not
abate during such period unless such interruption lasts more than 24 hours, and i
shall not constitute constructive or partial eviction, unless such interruption lasts
more than five(5)business days.
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b. Tenant agrees to keep in good order and to be responsible for the repair and
maintenance of the HVAC system in the Premises, and Landlord expressly agrees
to provide a full warranty for the existing system for ninety (90) days following a
move-in in order to ensure that the system is in proper working order. Landlord `
also shall have the responsibility for ensuring that all thermostats are in good
working order and are programmable.
C. Tenant agrees not to commit or allow any waste or damage to be committed on
any portion of the Premises, and at the termination of this Lease, by lapse of time
or otherwise, to deliver up the Premises to Landlord in as good a condition as at
date of possession by Tenant, ordinary wear and tear excepted, and upon such 1
termination of the Lease, Landlord shall have the right to re-enter and resume
possession of the Premises.
15. INSURANCE AND INDEMNIFICATION. To the extent allowable by law, Tenant '
agrees to protect and hold Landlord harmless from and against any and all fines, suits,
losses, costs, liability, claims, demands, actions and judgments or every kind and
character, unless caused by Landlord's gross negligence or intentional misconduct, for
injuries to persons or property arising out of the occupancy oroperation of the Premises
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by Tenant. Tenant agrees to maintain, at its own expense, during the full term hereof, a
policy of public liability and property damage insurance, in which policy Landlord and
Tenant shall be named as co-insured, and to furnish to Landlord current certificates
evidencing such insurance. Such policy shall provide coverage in an amount not less
than One Million Dollars ($1,000,000.00) per injury, and not less than Three Million
Dollars ($3,000,000.00) per occurrence, and not less than One Hundred Thousand
Dollars ($100,000.00) for property damage. Landlord shall indemnify and hold Tenant
and Tenant's agents harmless from and against any and all losses, claims, actions,
demands, liens, costs, damages, expenses and liabilities whatsoever, unless caused by
Tenant's negligence, including but not limited to attorney's fees and court costs, arising
out of any claims of any person or persons on account of or by reason of the use or
misuse of the parking area or any other common area, whether by Landlord or by any
person or persons holding or using the area(other than the Premises), or any part thereof,
under Landlord including, without limitation, Landlord's customers, invitees, agents,
contractors, employees, servants, subtenants, assignees, licensees or concessionaires.
Without limiting the generality of the foregoing, Landlord shall indemnify and hold
Tenant harmless from and against any penalty, damage or charge incurred or imposed by
reason of any violation of law, statute, ordinance or governmental rule, regulation or
requirement now or hereafter in force, by Landlord or any person or persons holding
under Landlord and from any cost, damage or expense arising out of the death of or
injury to any person or persons holding under Landlord or using the area (other than the
Premises), or any part thereof or any part of the parking area or any other common area
under Landlord.
16. WAIVER OF SUBROGATION. Notwithstanding anything contained herein to the
contrary, each party hereto hereby releases and waives all claims, rights of recovery, and
causes of action that either such party or any other person or entity claiming by,through, `
or under such party, by subrogation or otherwise, may have against the other party for fi
any and all loss of, or damage to, any of its premises,which loss or damage is covered by
valid and collectible fire and extended coverage insurance policies,to the extent that such
loss or damage is recoverable under such insurancepolicies. Insofar as this Paragraph 16
will preclude the assignment of any claim by way of subrogation or otherwise to an
insurance company, each party hereby agrees immediately to give to each such insurance
company which has issued its policies of fire and extended coverage insurance, written
notice of the terms of this waiver of subrogation and to cause such policies to be properly
endorsed, if necessary, to prevent the invalidation of such insurance coverage by reason
of such waiver of subrogation; provided, however, that this waiver shall be ineffective
against any insurer of either party hereto to the extent that such waiver is prohibited by
the laws and insurance regulations of the State of Texas.
17. CONDEMNATION AND LOSS OR DAMAGE. If the Premises or any part thereof
shall be taken or condemned for any public purpose to such an extent as to render the
remainder of the Premises, in the opinion of Landlord, not reasonably suitable for
Tenant's occupancy, this Lease shall forthwith cease and terminate. All proceeds from
any taking or condemnation of the Premises shall belong to and be paid to Landlord
except that portion allocated to the Tenant. In addition, Landlord shall not be liable or
responsible to Tenant for any loss or damage to any property or persons occasioned by
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theft, insurrection, war, court order, requisition or order of governmental body or
authority, force majeure or any other cause beyond the control of Landlord.
18. LIMITATION OF LANDLORD'S PERSONAL LIABILITY.
a. The provisions contained herein are not intended to, and shall not, limit any right
that Tenant might have to (a) obtain injunctive relief against Landlord, or(b) any l
suit or action in connection with enforcement or collection of amounts which may
become owing or payable under or on account of insurance maintained by 1
Landlord.
b. No Personal Liability. Notwithstanding any provisions of this Lease to the
contrary, Tenant's sole source of satisfaction for the payment of all obligations
and liabilities of Landlord, of any kind whatsoever arising under or in connection
with this Lease, shall be the assets of Landlord and its entities, and no partner,
director, officer, employee, participant, or agent of Landlord shall be personally
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liable in any manner or to any extent for any of the obligations or liabilities of
Landlord arising under or in connection with this Lease. %
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19. DAMAGE BY FIRE OR OTHER CASUALTY. If the Premises or any part thereof shall
be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to
Landlord. In case the Premises shall be so damaged by fire or other casualty that
substantial alteration or reconstruction shall, in Landlord's sole opinion, be required
(whether or not the Premises have been damaged by such fire or other casualty), or in the '.
event any mortgagee under a mortgage or deed of trust covering the property should
require that the insurance proceeds payable as a result of said fire or other casualty be
used to retire the mortgage debt, Landlord may, at its option,terminate the Lease and the
Tern and estate hereby granted by notifying Tenant in writing of such termination within
forty-five (45) days after the date of such damage, in which event the rent hereunder shall
be abated as of the date of such damage. If Landlord does not thus elect to terminate this
Lease, Landlord shall, within ninety (90) days after the date of such damage, commence
to repair and restore the Premises and shall proceed with reasonable diligence to restore
the Premises to substantially the same condition in which it was immediately prior to the
happening of the casualty, and Landlord shall also restore the interior premises and
improvements constructed by Tenant under this Lease. Subject to the provisions of the
next sentence, Landlord shall allow Tenant a diminution of rent during the time and to the
extent the Premises are unfit for occupancy (for example, if 40% of the Premises is
rendered uninhabitable, Tenant shall be entitled to a 40% diminution of rent). If the
Premises are damaged by fire or other casualty resulting from the adjudicated negligence,
gross negligence or willful misconduct of Tenant or any of Tenant's agents, employees or
invitees,the rent hereunder shall not be diminished during the repair of such damage and
Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of
the Premises caused thereby to the extent such cost and expense is not covered by
insurance proceeds.
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20. EVENTS OF DEFAULT AND REMEDIES.
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a. Each of the following acts or omissions of Tenant or occurrences shall constitute
an"Event of Default":
i. Tenant's failure to pay timely the Base Rent, or any sum due hereunder, I
for a period exceeding fifteen (15) days beyond the date on which said
sum is to be paid. i
ii. Tenant's failure to perform or observe any other covenant or condition of
this Lease Agreement within fifteen (15) days following written notice to
Tenant of such failure;
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iii. Abandonment or vacating of the Premises or any significant portion
thereof;
iv. The filing or execution or occurrence of a petition in bankruptcy or other l
insolvency proceeding by or against Tenant or any guarantor of the
obligations of Tenant hereunder; or, petition or answer seeking relief
under any provision of the Bankruptcy Code; or, an assignment for the !.
appointment of a trustee, receiver, or liquidator of Tenant or any such
guarantor or any property of Tenant or any such guarantor or a proceeding
by any governmental authority for the dissolution or liquidation of Tenant x!
or any such guarantor.
b. Upon the occurrence of any Event of Default and only if Tenant fails to cure such
default after the expiration of thirty (30) days from the date Tenant receives
written notice from Landlord of such default, as enumerated above, Landlord
may, at Landlord's option, in addition to any other remedy or right given it
hereunder or by law or equity,do any one or more of the following:
i. Terminate this Lease by giving written notice of termination to Tenant, in 4
which event Tenant shall immediately surrender possession of the
Premises to Landlord; and
ii. Enter upon and take possession of the Premises and expel or remove
Tenant and any other occupant therefrom, with or without having
terminated the Lease; but no such action shall terminate this Lease unless
Landlord gives written notice of termination to Tenant.
C. Exercise by Landlord of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be an acceptance of surrender of the
Premises by Tenant, whether by agreement or by operation of law, it being x'
understood that such surrender can be affected only by the written agreement of
Landlord and Tenant. No removal or other exercise of dominion by Landlord
over the property of Tenant or others at the Premises shall be deemed
unauthorized or constitute a conversion, Tenant hereby consenting, after any
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Event of Default, to the aforesaid exercise of dominion over Tenant's property
with the Premises. Tenant agrees that any reentry by Landlord may be pursuant
to judgment obtained in forcible detainer proceedings or other legal proceedings
or without the necessity for any legal proceedings, as Landlord may elect, and
Landlord shall not be liable in trespass or otherwise. In the event of such reentry,
Tenant covenants and agrees to peaceably and quietly yield and surrender the
Premises unto Landlord.
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d. In the event Landlord elects to terminate this Lease by reason of an Event of
Default, then notwithstanding such termination, Tenant shall be liable for and
shall pay to Landlord at Round Rock, Williamson County, Texas, the sum of all
Rent and other indebtedness accrued to the date of such termination, plus, as
damages, an amount equal to the difference between:
i. the Rent plus all other payments due by Tenant hereunder for the
remaining portion of the Lease Term; and
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ii. the then present fair rental value of the Premises for such period. 1
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e. In case of an Event of Default, Tenant shall also be liable for and shall pay to
Landlord, at Round Rock, Williamson County, Texas, in addition to any sum
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provided to be paid above: Broker's fees and related expenses incurred by
Landlord in re-letting the Premises; the costs of repairing, altering, remodeling, or
restoring the Premises and all reasonable expenses incurred by Landlord in
enforcing Landlord's remedies, including reasonable attorney's fees. Past due rent
and other past due payments shall bear interest at the maximum lawful rate or, if
there is no such maximum lawful rate,then at the rate of twelve percent(12%)per
annum.
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£ Notwithstanding anything contained elsewhere in this Lease to the contrary, in all
cases Landlord shall have the duty to mitigate its damages herein by reletting the
Premises and to collect the rent due under such reletting, and apply such rent to
any deficiency of Tenant and otherwise mitigate its damages.
g. In addition to the above described remedies, Landlord will also have all other
remedies provided by law in the event of any default by Tenant.
21. RULES AND REGULATIONS. Tenant shall comply with reasonable Rules and
Regulations for the Buildings, Premises, and Land, with respect to safety, care,
cleanliness, parking, and preservation of good order, which Rules may be established
from time to time and communicated to Tenant by Landlord in advance in writing.
Landlord shall not be liable to Tenant for any failure of any other Tenants to comply with
such Rules and Regulations. Landlord shall require all of its other tenants to comply with
reasonable Rules and Regulations for the Buildings, Premises, and Land, with respect to
safety, care, cleanliness, parking, and preservation of good order, which Rules may be
established from time to time and communicated to other tenants by Landlord.
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22. SURRENDER AND HOLDOVER. Tenant hereby covenants and agrees at the
termination of this Lease, whether caused by lapse of time or otherwise, to surrender the
Premises to Landlord in as good a condition and repair as at the commencement of
Tenant's occupancy, reasonable wear and tear excepted. Any holding over in the
Premises by Tenant at the expiration of the Lease Term shall be a tenancy from month to
month; provided however, that in the event of such holdover, Tenant expressly agrees to
pay, as the agreed upon monthly Base Rent, 5% above the amount of the Base Rent then
in effect in addition to the continuing obligation to pay any other sums due hereunder.
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23. SUBORDINATION. This lease shall be subordinate to the lien or any mortgage or deed
of trust which is not upon the Land or Premises or upon Landlord's rights under this
Lease. This Lease shall be subordinate to all renewals, extensions, rearrangements,
modifications or consolidations or any such mortgage or deed of trust. Tenant agrees to k
execute any instrument deemed necessary to Landlord to further effect the subordination
of this Lease to any such mortgage, provided such instrument is not in conflict with the
provisions of this Lease. In the event Tenant shall fail or neglect to execute,
acknowledge and deliver any such subordination instrument or certificate, Landlord, in
addition to any other remedies it may have, may, as Agent and Attorney-in-Fact of
Tenant, execute, acknowledge and deliver the same and Tenant hereby irrevocable
nominates and constitutes and appoints Landlord as Tenant's proper and legal agent and i
attorney-in-fact for such purposes. This provision shall be self-operative.
Notwithstanding anything contained elsewhere in this Lease to the contrary. At the
request of Tenant, Landlord shall use commercially reasonable efforts to procure form its
lender a Non-Disturbance Agreement in favor of Tenants, recognizing the rights of
Tenant under this lease in the event of a sale, transfer or foreclosure of the underlying
Premises.
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24. ESTOPPEL CERTIFICATES. The parties agree that from time to time,upon fifteen(15)
days' notice, Landlord or Tenant will execute, acknowledge and deliver a written
statement certifying (a) this Lease is in full force and effect; (b) there are not
modifications hereof; (c) the date to which all Rents have been paid; and (d) within the
party's knowledge,there are no defaults hereunder.
25. PROVISION AGAINST WAIVER BY LANDLORD. The failure of Landlord to
declare any default immediately upon the occurrence thereof, or delay in taking any '
action in connection therewith, shall not waive such default, but Landlord shall have the
right to declare any such default at any time and take such action as might be lawful or
authorized hereunder, and any such covenants, conditions,or options so breached shall be
and remain in full force and effect.
26. ASSIGNMENT AND SUBLETTING.
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a. Tenant shall not assign this Lease or sublease the Premises or any part thereof or 1
mortgage, pledge, or hypothecate its Ieasehold interest therein without the prior
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express written permission of Landlord, which shall not be unreasonably
withheld, conditioned or delayed.
b. In the event of any approved assignment or subletting, the rights of any such
assignee or sub-Tenant of Tenant herein to the use and occupancy of the Premises
shall be subject to all of the terms and conditions of this Lease, including,without
limitation, restrictions on use and the covenant to pay Base Rent and other sums
due hereunder. Landlord may collect said Rents directly from such assignee or
sub-Tenant and apply the amount so collected to the rents herein reserved. No
such consent to or recognition of any such assignment or subletting shall
constitute a release of Tenant, or any guarantor of Tenant's perfornnanee g,
hereunder, from further performance by Tenant and Tenant will remain liable and
responsible for all rents and other obligations herein imposed upon Tenant.
Unless otherwise agreed, any amounts paid by any sub-Tenant or assignee of
Tenant in excess of the amounts for which Tenant is liable hereunder, shall be
paid over to Landlord and shall not be retained by Tenant.
27. NOTICES. Any notice by either party to the other shall be in writing and deemed duly p
provided only if delivered personally or sent by certified mail, return receipt requested, in
a postpaid envelope addressed to the party at the address set out in Paragraph 1 herein or
at such other address as Landlord or Tenant, respectively, shall designate in writing by
giving notice under this Paragraph. Notice shall be deemed to have been duly given if
delivered personally, upon delivery thereof, and if mailed, upon the third day after the
mailing thereof in accordance with this Paragraph.
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28. ATTORNEY'S FEES. In the event Landlord or Tenant defaults in the performance of '
any of the terns, covenants, agreements or condition contained in this Lease Agreement
to be performed by such party and the other party places the enforcement of this Lease, or
any part thereof, or the collection of any sums due hereunder or to become due
hereunder, in the hands of any attorney, or files a lawsuit upon the same, the defaulting
party agrees to pay all reasonable attorneys'fees and costs incurred by the non-defaulting
party.
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29. CERTAIN RIGHTS RESERVED BY LANDLORD. Specifically and without limitation,
Landlord reserves the following rights: '
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a. To change the name or street address of the Premises;
b. To install, affix and maintain any signs on the exterior/interior of the Premises,
although the parties expressly agree that Tenant shall be responsible for all its
own signage;
C. To designate, limit, restrict and control any business and any service in or to the
Premises and its tenants; provided,however,that Landlord shall not,without good
cause or under express provision of this Lease, interfere with Tenant's conduct s
and operation of its business;
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d. To retain at all times, and to use in appropriate instances,keys to all doors within
and into the Premises;
C. To have and retain paramount title to the Premises fee and clear of any act of
Tenant purporting to burden or encumber said title; and
f. To grant to anyone the exclusive right to conduct any business or render any
service in or to the Premises, provided such exclusive right shall not operate to
exclude Tenant from the use expressly permitted herein.
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30. TENANT'S PEACEFUL ENJOYMENT. Tenant, on payment of all Rents due hereunder 1
and observing, keeping, and performing all of its obligations hereunder, shall lawfully, It
peaceably and quietly have,hold, occupy and enjoy the Premises during the Term hereof,•
provided, however, that this covenant and any and all other covenants of Landlord K
contained ui this Lease shall be binding upon Landlord and its successors only with
respect to breaches occurring during its and their respective ownership of the Landlord's „
interest hereunder. The parties expressly agree that Tenant shall have no restrictions
placed on it whatsoever with respect to business hours or hours of operation.
31. NOTICE OF LANDLORD DEFAULT. Landlord shall in no event be in default in the
performance of any of its obligations hereunder unless and until Landlord shall have
failed to perform such obligations within (30) days or such additional time as is
reasonably required to correct any such default, after receipt of written notice from
Tenant to Landlord, properly specifying and identifying wherein the Landlord has failed
to perform any such obligation. '
32. DISPUTE RESOLUTION.
a. The parties agree to negotiate in good faith in an effort to resolve any dispute
related to this Lease that may arise. '
b. The parties hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Lease Agreement or a breach thereof shall be
decided by any arbitration proceeding, including without limitation, any k;
proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any
applicable state arbitration statutes.
33. MISCELLANEOUS PROVISIONS.
a. Joint and Several Liability of Tenant. If the rights of the Tenant hereunder are
owned by two or more parties or two or more parties are designated herein as
Tenant, then all such parties, including any guarantors of Tenant's obligations i
hereunder, shall be and remain jointly and severally liable for the obligations of
Tenant hereunder, and any notice required or permitted by the terms of this Lease
may be given by or to any one thereof and shall have the same force and effect as
if given by or to all thereof.
b. Time of Essence. Time is of the essence of this Agreement.
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c. Payment Obligation Independent. The obligation of Tenant to pay all rent and
other sums due hereunder from Tenant and the obligation of Tenant to perform
Tenant's other covenants hereunder constitute independent, unconditional
obligations. t
d. Successors and Assigns. This Lease Agreement shall be binding upon and inure
to the benefit of Landlord, its successors and assigns, and shall be binding upon '
and inure to the benefit of Tenant, its successors and, to the extent assignment
may be approved by Landlord. .
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e. Landlord Not a Partner. Landlord does not become a partner of Tenant in the
conduct of its business or otherwise by virtue of this Lease. l
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f. Gender and Number. Whenever required by the context, as used in this
Agreement, the singular number shall include the plural, the plural shall include
the singular, and all words herein in any gender shall be deemed to include the
masculine, feminine, or neuter gender. 1
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g. Severability. If any provision of this Lease Agreement or the application thereof
to any person or circumstance shall for any reason or to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, but i.
shall be enforced to the extent permitted by law, as if such invalid or
unenforceable provision had never been contained herein.
h. Headinffs. The headings and titles used in this Agreement are for administrative E;
convenience only and do not constitute substantive matter to be construing the
terms of this Agreement.
i. No Binding Offer. The submission of this document prior to execution shall be
for purposes of examination and negotiation only and shall not and does not
constitute an offer to lease,a reservation of, or option for,the Premises.
j. Laws Governing Venue. This Lease shall be governed by the laws of the State of
Texas and shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms
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or conditions herein, exclusive venue for same shall lie in Williamson County,
Texas.
k. Non-Appropriation, Fiscal Funding. This Lease Agreement is a commitment of
City of Round Rock's current revenues only. It is understood and agreed that City
shall have the right to terminate this Agreement at the end of any City fiscal year {'
if the governing body of City does not appropriate funds sufficient to pay for the
services as determined by City's budget for the fiscal year in question. City may b
effect such termination by giving a written notice of termination at the end of its
then-current fiscal year.
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1. Prompt Payment Policy. As a Texas home-rule municipality, City of Round
Rock shall make any payments due in accordance with the Texas Prompt Payment
Act, Chapter 2251,V.T.C.A.,Texas Government Code.
M. Entire Agreement. This Lease Agreement, including the Exhibits and/or Addenda
which are attached hereto and made a part hereof, constitutes the whole
agreement of the parties and shall in no way be conditioned, modified, or
supplemented except by written agreement executed by both parties.
n. Exhibits. The following exhibits are attached hereto and fully incorporated herein
as if set forth at length: '
Exhibit A: Description of Tenant Improvements
Exhibit B: Renewal Option
Exhibit C: Lease Commission Agreement
Exhibit D: Parking Regulations
IN WITNESS WHEREOF, this Lease Agreement is hereby executed in multiple
counterparts on this the 4 day of the month of 12012.
LANDLORD:
NORTHPARK AT OLD SETTLERS,LTD.
By:
Printed Name: G�
Title:
Date Signed:
F
TENANT:
CITY OF ROUND ROCK,TEXAS s
:
By:
Printed Name:
Title: (L
Date Signed.
FOR CITY,ATTEST:
By.
Sara L. White,City Clerk `
R.
FOR 4Stepan
OVED AS O FORM:
a
By:
heets,City Attorney
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EXHIBIT "A"
DESCRIPTION OF TENANT IMPROVEMENTS
Property is taken AS-IS by Tenant, after Landlord has painted all walls in the office area, has
touch-up painted any other walls as necessary, has patched any holes in sheetrock, and has
serviced all air conditioning/heating systems, such repairs being accomplished prior to initial
move-in by Tenant.
Tenant shall permit Landlord to perform the following work: installation of an exterior door
from the warehouse to the north parking lot area, addition of a second door between the
warehouse and the office area to act as a buffer, raising of the lights and, if necessary, the air
conditioning/heating unit in the warehouse, erection of temporary training structures outside
which may be brought inside when not in use, and installation of a fire hydrant to the east of the
building. Such changes to the interior of the building office area or the building shell, including
adding exterior doors, shall be done by Landlord, and paid for by Tenant. In order to ensure fair
and equitable pricing, Tenant may provide additional bids of two or more, and Landlord agrees
and binds itself to match the lowest responsible bid, or allow the low bidder to perform the work.
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EXHIBIT"B"
RENEWAL OPTION
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1. In accordance with the Lease Agreement, Tenant shall have the right and option to renew
this Lease for two (2) additional twelve (12) month terms by delivering written notice
thereof to Landlord at least one hundred and eighty (180) days prior to the expiration date
of the lease term, provided that at the time of such notice and at the end of the lease term,
Tenant is not in default hereunder. Upon the delivery of said notice and subject to the
conditions set forth in preceding sentence, this lease shall be extended upon the same
terms, covenants, and conditions as provided in this Lease, except that the base rent shall '
increase at the rate of 5%per year over the previous year's rate.
2. In the event that Tenant has been in default for non-payment of rent more than four (4)
times during the initial term of the Lease, the Renewal Option set forth herein may be
cancelled and be of no further force and effect, such cancellation automatically occurring
without the need of any action on the part of Landlord, on the date that Tenant is in
default for the non-payment of rent for the fourth time.
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LEASE COMMISSION AGREEMENT {
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TEXAS ASSOCIATION OF REALTORS "COMMERCIAL LEASE ADDENDUM FOR (
BROKER'S F£E' attached hereto as Exhibit "' and incorporated herein by reference for all [
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TEXAS ASSOCIATION OF REALTORS®
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COMMERCIAL LEASE ADDENDUM FOR BROKER'S FEE
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ,
®Texas Association of REALTORS%Inc.2010
ADDENDUM TO THE
COMMERCIAL LEASE BETWEEN THE UNDERSIGNED LANDLORD AND TENANT
CONCERNING THE LEASED PREMISES AT 2601 E. Old Settler's Blvd, Round Rock,
A. Leasing Fees: All leasing fees are earned when the above referenced lease is executed.
(�) will pay Principal Broker a leasing fee
calculated and payable as follows:
❑ (a) %of all base monthly rents to be paid for the term of the lease and the same
percentage o the expense reimbursements stated or estimated in the lease, payable as
follows: one-half of such amount at the time Landlord and Tenant execute the lease and the
remainder on the date the lease commences.
(b) % of all base monthly rents to be paid for the term of the lease and the same
percentage of the expense reimbursements stated or estimated in the lease, payable as k'
follows:
❑ (c)
(2) Landlord will pay Cooperating Broker a leasing fee
calculated and payable as follows:
❑ (a) %of all base monthly rents to be paid for the term of the lease and the same
percentage of the expense reimbursements stated or estimated in the lease, payable as
follows: one-half of such amount at the time Landlord and Tenant execute the lease and the
remainder on the date the lease commences.
�] (b) 4.000 %of all base monthly rents to be paid for the term of the lease and the same
percentage of the expense reimbursements stated or estimated in the lease, payable as
follows:upon Tenant move-in
❑ (c)
B. Renewal and Expansion Fees: If Landlord and Tenant subsequently extend, renew, or expand the lease,
including a new lease for more, less, or different space in the Property or in any other property owned,
controlled, or managed by Landlord, the brokers will be paid the fees set forth below. The fees will be
earned and payable when the extension, renewal, expansion or new lease is executed or commences, '
whichever is earlier.
(�) will pay Principal Broker a renewal fee of:
❑ (a) %of all base monthly rents to be paid for the term of the extension, renewal,
expansion, or new lease and the same percentage of the expense reimbursements stated or
estimated in the lease governing the extension, renewal, expansion, or new lease.
❑ (b)
(TAR-2102)1-26-10 Initialed for Identification by Landlord: ,and Tenant: Page 1 of 3 4`
Don Quick&Associates 1000 N IH-35 Round Rock,TX 78681
Phone:(797)180-8200 Fax: Daniel Carlson Round Rock Fir
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Addendum for Broker's Fee concerning 2601 E. Old Settlers Blvd, Round Rock,
(2) Landlord will pay Cooperating Broker a renewal fee of:
x❑ (a) 2.000 % of all base monthly rents to be paid for the term of the extension, renewal,
expansion, or new lease and the same percentage of the expense reimbursements stated or
estimated in the lease governing the extension,renewal, expansion, or new lease.
❑ (b)
C. Fees In the Event of a Sale: If, during any time the lease is in effect or during any time Tenant occupies the
leased premises, including any extension, renewal, or expansion, Tenant agrees to purchase the leased
premises or Property by oral or written agreement or option, brokers will be paid the additional fees set forth
below. The additional fees will be earned at the time Landlord and Tenant enter into an agreement for the
sale, purchase, or option for the leased premises or Property, and are payable at the time the sale or
purchase closes.
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(1) will pay Principal Broker an additional fee of:
❑ (a) % of the sales price for the purchase.
❑ (b)
(2) Landlord will pay Cooperating Broker an additional fee of:
(a) 3.000 % of the sales price for the purchase.
❑ (b)
D. County:All fees under this addendum are payable in Williamson County,Texas.
E. Attorney's Fees: If Landlord, Tenant, or any broker is a prevailing party in any legal proceeding brought as a
result of a dispute under this addendum or any transaction related to or contemplated by this addendum,
such party will be entitled to recover from the non-prevailing parties all costs of such proceeding,
prejudgment interest, and reasonable attorney's fees.
F. Special Provisions:
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(TAR-2102)1-26-10 Initialed for Identification by Landlord: and Tenant: Page 2 of 3
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Addendum for Broker's Fee concerning 2601 E. Old Settler's Blvd, Round Rock,
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NOTICE: Under Chapter 62, Texas Property Code, Broker is entitled to claim a lien against the Property to
secure payment of an earned commission.
Landlord:/tea O c-,1?)Tenant:
By: By:
By(signature). _ By(signature):
Printed Name: Printed Name:
Title: Title:
By: By:
By(signature): By(signature):
Printed Name: Printed Name:
Title: Title:
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Principal Broker: Cooperating Broker:
Broker/Company Name: Broker/Company Name:
License No. License No.
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By(signature): By(signature): k
Printed Name: Printed Name:
Title: License No. Title: License No.
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EXHIBIT "D"
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PARKING RULES AND REGULATIONS
1
It is the desire of the Landlord to maintain and operate the parking areas in an orderly
manner. Cooperation by all Tenants will be sincerely appreciated. The following rules and
regulations apply to the Tenants specifically named in this lease, their agents, employees,family,
licensees, invitees and contractors, unless otherwise stated. Parking for authorized employees
will be on the basis of first come-first served. Landlord reserves the right to rescind these rules,
make reasonable changes, or make other reasonable changes, or make other reasonable rules and
regulations for the safety, care, and cleanliness of the parking areas and for the preservation of
good order.
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1. TRAFFIC SIGNS. All persons parking in the parking areas shall observe posted signs !
and markings regarding speed, stop signs, traffic lanes, reserved parking, no parking
stripes and Tenant designated parking.
2. CONTROL DEVICES. Owner reserves the right to install or utilize any reasonable
system of entry and exit control devices, lessee identification cards, or vehicle
identification cards or stickers.
3. LESSEE AND GUEST PARKING. Lessees and their guests and customers may park on
the premise without charge; however, lessees must park in areas as specified by the lease
agreement, and will be expected to park their cars on an orderly manner within the
marked stall areas provided. It is recommended that the cars be left in a "brakes on,
doors locked"condition at all times. i
4. TRASH. All persons parking in the parking areas shall refrain from throwing trash,
ashtray contents, or other debris on the parking areas or adjacent sidewalks.
5. FLAT TIRES. All vehicle owners and all persons parking in the parking areas shall be
responsible for promptly repairing flat tires or other conditions of the vehicle which cause
unsightliness in the reasonable judgment of the Landlord.
6 REMOVAL OF UNAUTHORIZED VEHICLES. If vehicles are blocking driveways or x
passageways or parked in areas prohibited for parking under this lease agreement, or in
violation of these rules and regulations or STATE STATUTES, Owner/Lessor may
exercise vehicle removal remedies under Article 670Ig-1, and 6701g-2 upon compliance
with statutory notice. ANY CAR PARKED ILLEGALLY WILL BE TOWED AT
THE CAR OWNER'S EXPENSE.
7. SECURITY. Landlord shall use reasonable diligence in the maintenance of existing M
lighting in the parking areas, but shall not be responsible for additional lighting or s
security measures in parking areas.
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8. NOTIFICATION. TENANT AGREES THAT ALL ITS SERVANTS, CLIENTS,
CUSTOMERS, EMPLOYEES, AGENTS, VISITORS, INVITEES AND LICENSEES HAVE
OR WILL BE INFORMED AS TO THE CONTENT OF THESE REGULATIONS.
Owner/Lessor/Landlord's officers, agents and employees shall not be liable for and
Tenant waives all claims for damage to person or property sustained by Tenant or any
person claiming through Tenant resulting from any accident or occurrence in and upon
parking areas.
CAVEAT: Any failure by Landlord to enforce any of the aforesaid parking regulations now or
hereafter in effect, either against Tenant or any other Tenant in the Buildings on the property,
shall not constitute a waiver of such regulations, and Landlord shall not be responsible to Tenant
for the failure or refusal by any other Tenant, guest, invitee, visitor, licensee or occupant of the
buildings to observe or comply with any of the regulations.
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