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R-2014-1317 - 4/10/2014RESOLUTION NO. R-2014-1317 WHEREAS, the City desires to purchase Lots 3 and 4, Heritage Center, and WHEREAS, Minori, LLC, the owner of the Property, has agreed to sell said Property to the City, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Real Estate Contract with Minori, LLC, for the purchase of the above described Property, a copy of said Real Estate Contract being attached hereto as Exhibit "A" and incorporated herein for all purposes, and a lease bank agreement which is attached to said Real Estate Contract. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was 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 10th day of April, 2014. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: capvivL U __ SARA L. WHITE, City Clerk 0112.1304;00295774 EXHIBIT REAL ESTATE CONTRACT 1. PARTIES. The parties to this Contract are: a. Seller: Minori, LLC. 910 Heritage Center Circle, Suite A Round Rock, TX 78664 512-218-8000 b. Purchaser: City of Round Rock 221 E. Main St. Round Rock, TX 78664 512-218-5400 2. PROPERTY. Seller agrees to sell and convey, and Purchaser agrees to purchase and pay for certain real property in Round Rock, Williamson County, Texas, described as follows: Lots 3 and 4, HERITAGE CENTER, ACCORDING TO MAP OR PLAT THEREOF RECORDED IN CABINET F, SLIDE 294, OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS. Together with all of Seller's rights and appurtenances to the real property, including, without limitation, any right, title, and interest of Seller in and to any and all water and sewer rights, including storm sewer, sanitary and water capacity allocated or reserved by any MUD, PUD, or municipality, all easements, and adjacent waterways, streets, roads, alleys, or rights-of-way (the "Property"). 3. PURCHASE PRICE. Purchaser agrees to pay as the purchase price for the Property the sum of $1,600,000.00 in cash at Closing. 4. ESCROW DEPOSIT. Upon execution of this Contract, by both Seller and Purchaser, Purchaser agrees to deliver a cash Escrow Deposit in the amount of $15,000.00, to be held in escrow by the Title Company as Escrow Agent pursuant to the terms of this Contract. Failure by Purchaser to timely deposit the Escrow Deposit with the Title Company shall result in the automatic termination of this Contract, and neither party hereto shall have any further obligation thereunder. If requested by Purchaser, the Escrow Agent is authorized to place the Escrow Deposit in an interest bearing account at a financial institution whose accounts are insured by an agency of the federal government, and the interest earned on such funds shall be recognized by Purchaser for federal income tax purposes, but shall be paid to the party entitled to receive the Escrow Deposit under the terms of this Contract. 5. INDEPENDENT CONTRACT CONSIDERATION. On or before the Effective Date, Purchaser shall deliver to Seller in cash the sum of $100.00 (the "Independent Contract Consideration"), which amount has been bargained for and agreed to as consideration for Purchaser's exclusive option to purchase the Property and the right of investigation and inspection granted herein, and for Seller's execution and delivery of this Contract. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Contract, and is nonrefundable in all events. 6. TITLE COMMITMENT AND SURVEY. a. Title Commitment. Within ten (10) days after the Effective Date, Seller shall deliver or cause to be delivered to Purchaser a Commitment for Title Insurance ("Title Commitment") from Heritage Title Company of Austin, Inc. at 401 Congress Avenue, Suite 1500, Austin, TX 78701, Attention: Brenda Hindsman. The Title Commitment shall set forth the status of the title of the Property and show all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other matters affecting the Property. The Title Company shall furnish a copy of all documents referred to in the Title Commitment, including, but not limited to, deeds, lien instruments, plats, reservations, restrictions, and easements. b. Survey. Within five (5) days after the Effective Date, Seller shall deliver or cause to be delivered to Purchaser a current Category 1A, Condition II survey or surveys of the Property acceptable to the title company for the purposes of issuing the Title Commitment ("Survey") prepared by a registered or licensed public surveyor. The Survey (s) shall include: (i) the perimeter boundaries and dimensions of the Property; (ii) the location of all improvements, any easements, set -back lines, encroachments, overlaps, roadways or waterway; and (iii) the location of any flood plain which exists on the Property or any portion thereof. . c. Review of Title Commitment and Survey. Purchaser shall have ten (10) days after receipt of the Title Commitment and Survey, in which to examine those documents and to specify to Seller those items reflected thereon which Purchaser will accept as permitted exceptions to title ("Permitted Exceptions"), and those items which Purchaser finds objectionable ("Title Objections"), Seller, at its discretion, may correct or remove all Title Objections, give Purchaser written notice thereof, and deliver an amended Title Commitment and Survey reflecting the correction or deletion of such matter. If Purchaser does not deliver to Seller ten (10) days after receipt of the title commitment and supporting documents and updated survey, a written notice specifying those items which are Permitted Exceptions and Title Objections within the above -stated time period, then all of the items reflected on the Title Commitment shall be considered to be Permitted Exceptions. d. Uncorrected Title Objections. If Seller fails to cause all of the Title Objections to be corrected within fifteen (15) days after receipt of Purchaser's notice to Seller of the Title Objections, Seller shall give written notice to Purchaser that Seller cannot or will not correct or remove all of the Title Objections, and Purchaser shall have the following rights only: (1) Purchaser may terminate this Contract by giving Seller written notice thereof within fifteen (15) days after receipt of written notice from Seller, in which event the Escrow Deposit shall be returned to Purchaser, and both parties shall be released from all further obligations under this Contract; or (2) Purchaser may elect to purchase the Property subject to the Title Objections not so corrected or removed, in which event the uncorrected and unremoved Title Objections shall be deemed waived by Purchaser and shall thereafter be Permitted Exceptions under this Contract. 7. FEASIBILITY PERIOD. Purchaser shall have until ninety (90 ) days after the Effective Date (the "Feasibility Period"), for the right of investigation and inspection of the Property to determine whether or not Purchaser desires to proceed with the purchase of the Property. a. Access and Indemnity. Purchaser and Purchaser's agents shall have the right of access to the Property during the Feasibility Period for the purpose of conducting such investigation and inspection. Purchaser agrees to provide Seller with copies of all written tests, studies, investigations, and other reports conducted by Purchaser, Purchaser's engineers, and other representatives of Buyer pertaining to the Property. Purchaser shall not cause or permit damage or injury to be done to the Property, and Purchaser shall repair any damage or injury to the Property resulting from Purchaser's investigation and inspection of the Property. Purchaser shall indemnify and hold harmless Seller on account of any claims, causes of action, damages, costs and expenses (including attorney's fees) arising out of or relating to the acts of Purchaser, its agents and employees under the provisions of this section. This indemnity shall survive the termination of this Contract. b. Termination of Contract. If during or upon expiration of the Feasibility Period Purchaser determines not to go forward and close this transaction, then Purchaser shall, no later than the date of expiration of the Feasibility Period, give Seller written notification of such. However, if Purchaser does not timely provide written notice to Seller of Purchaser's acceptance or non-acceptance of the Property by the expiration of the Feasibility Period by such date then it shall be conclusively deemed that the Property is suitable for Purchaser's intended use. If Purchaser gives timely written notice of its non-acceptance of the Property, the Earnest Money shall be refunded to the Purchaser, and both parties shall be released from all further obligations under this Contract. If for any reason Purchaser fails to close this transaction, Purchaser shall deliver to Seller all written soil, utility, environmental and feasibility reports prepared by or for Purchaser related to the Property which are in possession or in control of Purchaser. It is agreed by the parties that in the event that this Contract is terminated after the expiration of the Feasibility Period, for any reason other than a default by Seller, the Earnest Money (which will include the Additional Earnest Money, if any) shall be retained by Seller as liquidated damages. 8. CONDEMNATION. In the event of a taking by condemnation or similar proceedings or actions of only a portion of the Property, Purchaser shall have the option to terminate this Contract upon written notice to Seller prior to Closing, in which event the Earnest Money shall be promptly refunded by the Title Company to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder except with respect to any waivers and releases, warranties, representations, obligations or indemnities which specifically survive termination of this Contract. If Purchaser does not exercise its option to so terminate this Contract, then the Contract shall remain in full force and effect and Seller shall assign or pay to Purchaser at Closing Seller's interest in and to any and all condemnation awards or proceeds from any such proceedings or actions in lieu thereof. 9. PRE-CLOSING REPRESENTATIONS OF SELLER. Seller has not made any representations or warranties of any kind to Purchaser not expressly contained in this Contract. Where the terms "to the best of SeIler's knowledge" or words of similar import are used herein, it shall mean Seller's actual, current knowledge and not any constructive or imputed knowledge. Moreover, no inference or implication shall be drawn that Seller has made any independent investigation with respect to the subject of the representation or warranty based on knowledge, and purchaser agrees that Seller has no such duty. Subject to the foregoing, Seller represents, covenants and warrants as follows: a. The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Seller. b. The Property is free and clear of all mechanic's liens, liens, mortgages, or encumbrances of any nature except those which are to be satisfied on or before Closing. c. Seller has not entered into an earnest money contract with any other potential Purchasers. d. There is no suit, action, legal or other proceeding pending, or to the best of Seller's knowledge, threatened, which affect the Property. e. Seller has no knowledge of any pending or threatened requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Property; Seller has received no notice from any municipal, state, federal or other governmental authority of zoning, building, fire, water, use, health, environmental or other statute, ordinance, code or regulatory violations issued in respect of the Property which have not been heretofore corrected. f. Seller has never, nor, to Seller's best knowledge, has any previous owner of the Property or any other party ever generated, stored or disposed of any Hazardous Substances on the Property or transported from the Property to any other location. Seller shall upon the effective date hereof, deliver to Purchaser all written soil, utility, environmental and feasibility reports previously prepared relating to the Property, which are in the possession or under the control of Seller. "Hazardous Substances" means any substance which is (i) designated, defined, classified, or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant, or contaminant under the Resource Conservation and Recovery Act and/or the Comprehensive Environmental Response Compensation and Liability Act, (ii) petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PDB's, (iv) lead, (v) friable asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. g. Seller has not retained any person or firm to file a notice of protest against, or to commence any action to review, any real property tax assessment against the Property or any portion thereof and, to Seller's best knowledge, no such action has been taken by or on behalf of any other party. h. Seller has not received any notice of any condemnation or similar proceedings having been instituted or threatened against the Property or any part thereof nor, to Seller's best knowledge, is any such proceeding threatened or contemplated of which Seller has not received formal notice. i. There are no outstanding written or oral Ieases or agreements relating to the use or possession of the Property, except as set forth in Exhibit "A" hereto. j. Seller will not, without the prior written consent of Purchaser, permit any structural modifications or additions to the Property. k. Seller will promptly pay and discharge all ownership, leasing, operating, management and maintenance fees, costs and expenses incurred with respect to periods prior to the Closing, specifically including, without limitation, costs and expenses relating to materials supplied and labor performed. 1. At Closing, Seller will have good and indefeasible title to the Property, subject only to the Permitted Exceptions and matters of record in the real property records of the county where the Property is located. m. There are no parties in possession of any portion of the Property except for the Seller, Seller's agents or employees, or Seller's tenants. To the best of Seller's knowledge, there are no adverse parties in possession of any portion of the Property whatsoever. n. All assessments, payback agreements or other charges for utilities, roads, or the widening of such roads, or any other fees imposed by any governmental or quasi - governmental authority with respect to the Property which are due and payable have been paid in full and Seller has knowledge of any future assessments or fees that may become due and payable. 10. PRE-CLOSING REPRESENTATIONS OF PURCHASER. a. Purchaser's Authority. The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Purchaser. b. Signs. Prior to Closing, no sign shall be erected on the Property without Seller's prior written consent. 11. CLOSING. a. Date and Place. The Closing of the sale of the Property by Seller to Purchaser shall occur on or before thirty (30) days after the expiration of the Feasibility Period. The Closing shall occur in the offices of the Title Company. Purchaser shall have the right to extend the Closing Date for up to thirty (30) days if funding from the sale of bonds has not been received by the scheduled Closing Date. b. Seller's Obligations at Closing. At the Closing, Seller, at Seller's sole cost and expense, shall deliver, or cause to be delivered, to Purchaser the Following: (1) Special Warranty Deed. Seller shall execute and deliver to the Title Company for recording a Special Warranty Deed conveying the Property to Purchaser, subject to the Permitted Exceptions and all approved easements and restrictions of record which affect the Property. (2) Owner's Title Policy. Seller shall cause the Title Company to issue and deliver to Purchaser an owner's policy of title insurance ("Owner's Title Policy") in the amount of the Purchase Price insuring that Purchaser is owner of the Property, subject only to the Permitted Exceptions to be attached to the Deed as an Exhibit, and the standard printed exceptions included in the then current Owner Title Policy form promulgated by the State Board of Insurance. The standard exception for standby fees and taxes shall be Iimited to the year in which the Closing occurs. (3) Certificate of Non -Foreign Status. Seller shall deliver to Purchaser an affidavit on behalf of Seller certifying the non -foreign status of Seller. (4) Closing Statement. Seller shall execute and deliver to Purchaser and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. (5) Other Instruments. Seller shall execute and deliver such other documents as are customarily executed in Texas in connection with the conveyance of real property, including all required releases, certificates, affidavits, and any other instruments required by the Title Company. (6) Possession. Seller shall deliver possession of the Property to Purchaser on the Closing Date. Notwithstanding the foregoing, Seller shall have the right to continue to occupy and use the buildings on the Property until December 31, 2014. If Seller wishes to exercise its right to continue to occupy the use of the buildings after Closing, it shall execute a Lease in the form attached hereto as Exhibit "B" hereto. (7) If applicable, Seller shall assign any ancillary Property Rights to the Property which Sellers owns and which the Title Company deems customary to transfer. c. Purchaser's Obligations at Closing. (1) Payment of Purchase Price. At the Closing, Purchaser shall pay the cash portion of the Purchase Price, subject to any adjustments for prorations and other credits provided for in this Contract. (2) Acceptance of Documents. Purchaser shall accept all documents executed and delivered by Seller and the conveyances, transfers and assignments evidenced thereby, and shall execute and deliver all such documents that require Purchaser's execution. (3) Certificate of Authority. Purchaser shall deliver to Seller a certificate of authority on behalf of Purchaser authorizing the transaction described in this Contract and the execution of the documents by the appropriate person, in form and substance reasonably required by Seller. (4) Closing Statement. Purchaser shall execute and deliver to Seller and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. d. Tax Proration. Real estate, ad valorem, and other state, county and municipal taxes, charges and assessments (special or otherwise), on the basis of the calendar year for which the same are levied, imposed or assessed, and regardless of when the same become a lien or are payable, shall be adjusted between Seller and Purchaser and shall be prorated on a per diem basis as of midnight of the day preceding the date of Closing. If the rate of any such taxes, rents, charges or assessments shall not be fixed prior to the Closing, the adjustment thereof at the Closing shall be upon the basis of the rate for the preceding calendar year applied to the latest assessed valuation (or other basis of valuation) between Seller and Purchaser, if necessary, when the actual tax figures are available. e. Closing Costs. Seller and Purchaser each agree to pay the following costs at the Closing: (1) Paid By Seller. Seller agrees to pay the cost of preparing the Special Warranty Deed and other conveyance documents; the premium for the Owner's Title Policy; the cost of the Survey; the cost of preparing and recording any releases and other documents necessary to convey the Property in accordance with this Contract; one-half (1/2) of any escrow or closing fee charged by the Title Company; and any other similar closing costs customarily paid by a seller of real property. (2) Paid By Purchaser. Purchaser agrees to pay recording fees, copies of restrictions and easements, expenses stipulated to be paid by Buyer under other provisions of the Contract, and one-half (1/2) of any escrow or closing fee charged by the Title Company and any other similar closing costs customarily paid by a purchaser of real property. 12. DEFAULTS AND REMEDIES. a. Purchaser's Default and Seller's Remedies. If Purchaser is in default under this Contract, Seller may, at Seller's sole option and as Seller's sole remedy, terminate this Contract by written notice to Purchaser and receive the Escrow Deposit and Additional Escrow Deposit (which shall be delivered to Seller by the Title Company on receipt of written notice from Seller that Purchaser has defaulted under this Contract), it being agreed between Purchaser and Seller that such amount shall be liquidated damages for a default of Purchaser under this Contract because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such uncertainty of ascertaining actual damages for such default. This limitation of remedies provision shall not apply to or affect Purchaser's indemnities of Seller in this Contract. b. Seller's Defaults and Purchaser's Remedies. If Seller is in default under this Contract, Purchaser may, at Purchaser's sole option and as Purchaser's sole remedy, do either of the following: (1) terminate this Contract by written notice delivered to Seller on or before the date of Closing and receive the Escrow Deposit, which shall be delivered to Purchaser by the Title Company on receipt of written notice from Purchaser that Seller has defaulted under this Contract, or (2) enforce specific performance of this Contract against Seller, provided, however, that Purchaser's right to enforce specific performance against Seller shall be subject to Purchaser's tendering performance, including but not limited to the payment of the Cash Purchase Price. c. Attorney's Fees. If either party to this Contract defaults in the performance required hereunder, and the non -defaulting party employs an attorney to enforce the terms hereof, such non -defaulting party shall be entitled to reasonable attorney's fees from the defaulting party. 13. BROKERS AND COMMISSIONS. a. Broker. Seller agrees to indemnify and hold Purchaser harmless from any broker commission. Any and all broker commissions are the sole obligation of Purchaser. b. Notice. As required by the Texas Real Estate License Act, any broker has advise Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection, or that Purchaser should be furnished with or obtain a policy of title insurance. By signing this Contract, Purchaser acknowledges receipt of this notice. 14. 1033 EXCHANGE. Seller's 1033 Exchange. Purchaser acknowledges that Seller's sale of the Property may be part of an exchange being made by Seller pursuant to Section 1033 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. Purchaser agrees to cooperate fully with Seller in order that Seller may effectuate such an exchange; provided, however, that all additional costs and expenses related thereto shall be borne solely by Seller; Purchaser shall incur no additional liability as a result of such exchange, and Seller shall indemnify Purchaser against any and all costs and/or liability incurred in connection therewith. Purchaser hereby gives notice to Seller that, if necessary, Purchaser intends to acquire the Property by condemnation. It is therefore agreed that Seller is entering into this Agreement under threat of condemnation. Additionally, if the appraisal being conducted by Purchaser determines that the value of the Property is in excess of $1,600,000.00, then Purchaser shall provide Seller with a donation letter for the amount that the value exceeds $1,600,000.00. 15. MISCELLANEOUS. a. Assignment of Contract. This Contract may not be assigned by Purchaser without the prior written consent of Seller. b. Survival of Covenants. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the Closing shall survive the Closing and shall not be merged therein. c. Notice. Any notice required or permitted to be delivered under this Contract shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or other overnight delivery service, telecopy, or hand delivery, or (ii) three (3) business days after being sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address stated in Section 1. Copies of all notices shall also be sent concurrently to Seller's or Purchaser's attorney, as appropriate, at the following addresses: Seller's Attorney: Purchaser's Attorney: Thomas P. Grote 910 Heritage Center Circle, Suite A Round Rock, Texas 78664 Telephone Number: (512) 218-9554 Facsimile Number: (512) 218-9798 Steve Sheets 309 E. Main St. Round Rock, TX 78664 Telephone Number: (512) 255-8877 Facsimile Number: (512) 255-8986 A party may change its address or the address of its attorney for notice upon written notice to the other party pursuant to the terms hereof. d. Texas Law to Apply. This contract shall be construed under and in accordance with the laws of the state of texas, and all obligations of the parties created by this contract are performable in Williamson County, Texas, which is the county of jurisdiction and venue for all disputes arising hereunder. e. Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties to this Contract and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the limitations in paragraph 16a. f. Legal Construction. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of the Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. g. Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the parties to the Contract and supersedes any prior understanding or written or oral agreements between the parties concerning the purchase of the Property. h. Gender. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. i. Effective Date. The Effective Date of this Contract shall be the date the Contract is escrowed with the title company together with the Earnest Money. j. Calendar Days and Deadlines. As used herein, "days" shall mean and refer to calendar days but if a deadline falls or notice is required on a Saturday, Sunday or legal banking holiday, the deadline or notice shall be extended to the next calendar day which is neither a Saturday, Sunday nor a legal banking holiday. k. Multiple Counterparts. Counterparts of this Contract may be executed in one or more counterparts, and all so executed shall constitute one (1) agreement, binding upon the parties hereto, and notwithstanding that all of the parties are not signatories to the same counterparts. 16. EXECUTION OF CONTRACT. Seller has prepared this Contract, or caused its attorneys to prepare this Contract, and has delivered this Contract to Purchaser without Seller's execution hereof. Purchaser acknowledges and agrees that this Contract shall not be binding upon Seller unless and until this Contract has been executed by a duly - authorized officer of Seller. Executed by Seller on aktiCh , 2014. Executed by Purchaser on SELLER: Minori, LLC a Texas limited liability company Je Managing Mem . , 2014. PURCHASER: CITY OF ROUND ROCK, TEXAS BY: Alan McGraw, Mayor EXHIBIT "A" (Outstanding Leases) Residential Lease 'Perms Date: Landlord: Minori, LLC Landlord's Address: 910 Heritage Center Circle, Suite A, Round Rock, TX 78664 Tenant(s): Victoria Conde, Angela Stewart and Rebeca Stewart Tenant's Address: 910 Heritage Center Circle, Suite B, Round Rock, TX 78664 Premises Street address/suite: 910 Heritage Center Circle, Suite B City, state, zip: Round Rock, TX 78664 Monthly Rent: $1,100.00 Term (months): Twelve (12) Commencement Date: July 1, 2013 Termination Date: June 30, 2014 (subject to Landlord's Right of Early Termination set forth in Section D.18 below) Security Deposit: N/A Use: Private residence Occupants (other than 'tenant): Two Chihuahua's and one cat Utilities to 13e Paid to Landlord: Electric and Water Utilities to remain in Landlord's name with Tenant to reimburse Landlord Definitions "Rent" means Monthly Rent plus any other amounts of money due Landlord by Tenant. "Landlord" means Landlord and its agents, employees, invitees, licensees, or visitors. "Tenant" means Tenants and then' invitees or visitors. Clauses and Covenants A. Tenant agrees to - 1. Lease the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2. Accept the Premises in their present condition "AS IS," the Premises being currently suitable for Tenant's intended Use. 3. Obey all laws, ordinances, orders, rules, regulations, and covenants applicable to the Use, condition, and occupancy of the Premises. 4. Pay monthly, in advance, on the first day of the month, the Monthly Rent to Landlord at Landlord's Address. 5. Pay, as additional Rent, all other amounts due tinder this lease. 6. Pay a late charge of 5 percent of any Rent not received by Landlord by the tenth day of the month in which it is due. 7. Pay for all utility services used by Tenant and not provided by Landlord and pay to Landlord within seven (7) day's of receipt of the bill from Landlord, all electric and water utility bills for the Premises. 8. Allow Landlord to enter the Premises to perform Landlord's obligations, inspect the Premises, and show the Premises to prospective purchasers or tenants. 9. Repair any damage to the Premises caused by Tenant or the occupants listed under "Occupants (other than Tenant)." 10. Submit in writing to Landlord any request for repairs, replacement, and maintenance that are the obligations of Landlord. 11. Maintain insurance on Tenant's personal property. 12. Move out of the Premises at the end of the Term. 13. Pay Rent by check, money order, or other traceable or negotiable instrument. B. 'Tenant agrees not to— I. Use the Premises other than as a residence occupied by the named 'Tenant and the occupants listed under "Occupants (other than Tenant)." 2. Create or permit a nuisance or interfere with any other tenant's Use of its Premises. 3. Change Landlord's lock system. 4. Alter the Premises. 5. Allow a lien to be placed on the Premises. 6. Assign this lease or sublease any portion of the Premises without Landlord's written consent. C. Landlord agrees to— . Lease 10 Tenant the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2. Obey all laws, ordinances, orders, rules, regulations, and covenants applicable to the use, condition, and occupancy of the Premises. 3. Provide the utilities specified in the Lease. 4. Use reasonable eff'or'ts to make repairs to the Premises, but Landlord will not be required to repair a condition unless Tenant notifies Landlord of the condition and Tenant has paid all Rent then due. Landlord will not be required to repair conditions caused by Tenant or the occupants listed on the first page of this lease, unless caused by normal wear and tear, and will not be required to recarpet or repaint the Premises. D. Landlord and Tenant agree to the following: 1. Casually/Condemnations. 11' the Premises are damaged by fire or other casualty or arc condemned, then either Landlord or Tenant may terminate this lease by notifying the other. Any Rent prepaid by Tenant will be returned to 'Tenant on termination. 2. Default by Landlord/Events. Delimits by Landlord are haling to comply with any provision of this lease within thirty days after written notice and failing to remedy a condition that materially affects cts the physical health or safety of an ordinary tenant within ten days after written notice, Unless such condition results from Tenant's actions. 3. DOJuult by Laudlord/'/'ena»!'s Remedies. Tenant's remedies for Landlord's default are to sue for damages and, if Landlord does not remedy a condition (not resulting from Tenant's actions) that materially affects the physical health or safety of an ordinary tenant for thirty days after notice, terminate this lease. 4. Defiiult by '1'e,rant/Eve,rts. Defaults by Tenant are (a) failing to timely pay Rent, (b) abandoning or vacating a substantial portion of the Premises, and (c) failing to comply within ten days after written notice with any provision of this lease other than the defaults set forth in (a) and (b) above. 5. Default by Tena►//Landlords Remedies. Landlord's remedies for Tenant's default are to (a) enter and take possession of the Premises, after which Landlord may relet the Premises on behalf of'Tenant and receive the Rent directly by reason of the reletting, and Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (b) enter the Premises and perform 't'enant's obligations; and (c) terminate this lease by written notice and sue for possession or damages or both. 6. Mitigation. Landlord and Tenant have a duty to mitigate damages. 7. ,Security Deposit. N/A. 8. Holdover. 1 fTenant does not vacate the Premises following termination of this lease, Tenant will become a tenant at will and must vacate the Premises on receipt of notice from Landlord. No holding over by Tenant, whether with or without the consent of Landlord, will extend the Term. 9. Alternative Dispute Resolution. Landlord and 'Tenant agree to mediate in good frith before filing a suit for damages. 10. Attorney's Fees. 11 either party retains an attorney to enforce this lease, the party prevailing in litigation is entitled to recover reasonable attorney's fees and court and any other costs. 11. Venue. Venue is in the county in which the Premises are located. 12. Entire Agreement. This lease, together with the attached exhibits and riders, is the entire agreement of the parties, and there are no oral representations, warranties, agreements, or promises pertaining to this lease or to any expressly mentioned exhibits and riders not incorporated in writing in this lease. 13. Amendment of Lease. This lease may be amended only by an instrument in writing signed by Landlord and Tenant. 14. Limitation of Warrantk's. TI-IERE ARE NO IMPLIED WARRANTIES OF MERCI-IANTABiLITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY O'I'LIER KIND ARISING OUT OF 'PHIS LEASE, AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY STATED IN THIS LEASE. 15. Notices. Any notice required or permitted under this lease must be in writing. Any notice required by this lease will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this lease. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. 16. Texas Property Code. Landlord and Tenant each acknowledge that chapter 92 of the Texas Property Code, which deals with residential tenancies, affords certain rights and imposes certain duties on them. 17. Abandoned Property. Landlord may retain, destroy, or dispose of any property left on the Premises at the end of the Term. 18. Landlord's Right of Ear!y Termination. it is recognized by the Parties hereto that Landlord intends to develop the land where the ]'remises are located and may need to terminate this Lease on short notice. The parties therefore agree that Landlord may, at any time after December 1, 2013, terminate this Lease upon 45 days written notice delivered to Tenant. Landlord: Minori, LLC Rebeca Stewart Office Lease Terms Date: March 18, 2014 Landlord: \Minori, LLC Landlord's Address: 910 Heritage Center Circle, Suite A, Round Rock, TX 78664 Tenant: Tenant's Address: Premises: Approximate square feet: Street address/suite: City, state, zip: Base Rent (monthly): 'Perm (months): Commencement Date: "termination Date: Security Deposit: Early •Termination: Use: Phone: Fax: 512-218-8000 5I2 -2I8-9798 1-1F2M, Inc. 910 Heritage Center Circle, Suite A, Round Rock, TX 78664 approximately 3,582 -t- sq. It. 910 Heritage Center Circle, Suite A Round Rock, TX 78664 $2,000.00 Twenty -lour (24) March 23, 2014 Month to Month N/A Thirty (30) days written notice by either party Additionally, this Lease will automatically terminate upon sale of the Property upon which the Premises is located. Commercial Office Space Amount of Liability Insurance Death/bodily injury: $500,000.00 Property: $ 250,000.00 Page 1 01 '8 Definitions "Rent" means I3ase Rent plus any other amounts of money due Landlord by Tenant. "Landlord" means Landlord and its agents, employees, invitees, licensees, or visitors. "Tenant" means Tenant and its agents, employees, invitees, licensees, or visitors. "Essential Services" ineails heating, ventilating, air conditioning, water, and utility connections reasonably necessary for occupancy of the Premises for the Use. "Common Areas" means all facilities and areas of the building that are intended and designated by Landlord from time to time for the common, general, and nonexclusive use of all tenants of the building. Landlord has the exclusive control over and right to manage the Common Areas. "Parking Facility" means the facility or arca described in the attached parking Iacility rider. Clauses and Covenants A. Tenant agrees to -- Lease the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2. Accept the Premises in their present condition "AS IS." the Premises being currently suitable I'or Tenant's intended Use. 3. Obey all laws, ordinances, orders, and rules and regulations applicable to the use, condition, and occupancy of the Premises, including the rules and regulations of the building adopted by Landlord. 4. Pay monthly, in advance, on the first day of the month, the Base Rent 10 Landlord at Landlord's Address. 5. Pay, as additional Rent, all other amounts due under this lease. G. Pay a late charge of 5 percent of any Rent not received by Landlord by the tenth day of the month in which it is due. 7. Pay for all utility services used by Tenant, including water and electric. 8. Allow Landlord to enter the Premises to perform Landlord's obligations. inspect the Premises, and show the Premises to prospective purchasers or tenants. Pate 2ot8 9. lease holder. Maintain the maintenance and lawn services for entire property as the majority 10. Repair, replace, and maintain any part of the Premises that Landlord is not obligated to repair, replace, or maintain, normal weal' accepted. 11. Repair any damage to the Premises caused by 'Tenant. P. Submit in writing to Landlord any request for repairs, replacement. and maintenance that are the obligations of Landlord. 13. Maintain public liability insurance for the Premises and the conduct of Tenant's business. naming Landlord as an additional insured. in the amounts stated in the lease. 14. \Maintain insurance on Tenant's personal property. 15. Deliver certificates of insurance to Landlord before the Commencement Date and thereafter- when requested. 16. indemnify, defend, and holcl Landlord harmless from any loss, attorney's fees, court and other costs, or claims arising out of use of the Premises. 17. IE requested, deliver to Landlord a financing statement perfecting the security interest created by this lease. 18. Vacate the Premises and return all keys to the Premises on termination of this lease. 19. On request, execute an estoppel certificate that states the Commencement Date and 7'ernlination Date of the lease, identifies any amendments to the lease, describes any rights to extend the Term or purchase rights. lists defaults by Landlord, and provides any other intorl»ation reasonably requested. 20. Arrange with Landlord in advance for any heating, air-conditioning, or electrical needs in excess of the services provided by Landlord and pay for such additional services as billed by Landlord. B. Tenant agrees not to— !. Use the Premises for any purpose other than that stated in the lease. 2. Create a nuisance. 3. Interfere with any other tenant's normal business operations or Landlord's Page 3 of 8 management of the building. 4. Use any part of'the Premises, including the fenced yard, far storage. 5. Park or store any equipment on or around the Premises, or anywhere adjacent to Heritage Center Circle, 6, Use more than three (3) daily (not counting visitors) parking spaces, which are unassigned. 7. Permit any waste. 8. Use the Premises in any way that is extra hazardous, would increase insurance premiums, or would void insurance on the building. 9. Change Landlord's lock system. 10. Alter the Premises. 11. Allow a lien to be placed on the Premises. 12. Assign this lease or sublease any portion of the Premises without Landlord's written consent. C. Landlord agrees to— Lease to 'tenant the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2. Obey all laws, ordinances, orders, and rules and regulations applicable to the use, condition, rind occupancy of the building. 3, Provide normal utility service connections to the building. 4. Repair, replace, and maintain the (a) roof, (b) loundation, (c) Common Areas, (d) structural soundness of the exterior walls, doors, corridors, and windows, and (e) other structures or equipment serving the Premises. 5. Insure the building against all risks of direct physical loss in an amount equal to at least 90 percent of the lull replacement cost of the Same as of the date of the loss and liability: Tenant will have no claim to any proceeds of Landlord's insurance policy. 6. Return the Security Deposit to "Tenant if any, less itemized deductions, i1' any, Page 4 of 8 within thirty days after the termination of this lease. 7. Subject to Paragraph A.7 of this Lease, provide the following services: (a) air conditioning and heating to the Premises reasonable for Tenant's Use (exclusive of air conditioning or heating for electronic data-processing or other specialized equipment); (b) hot and cold water for lavatory; (c) electric current for normal office machines and the building's standard lighting reasonable for 'T'enant's Use. D. Landlord agrees not to 1. Interfere with "Tenant's possession of the Premises as long as Tenant is not in detault, except that Landlord has the right to show the space to prospective tenants. 2. Unreasonably withhold consent to a proposed assignment or sublease. T. Landlord and Tenant agree to the following: 1. Alterations. Any physical additions or improvements to the Premises made by Tenant will become the property of Landlord. Landlord may require that Tenant, at termination of this lease and at 'Tenant's expense, remove any physical additions and improvements, repair any alterations, and restore the Premises to the condition existing at the Commencement Date, normal wear excepted. 2. Abatement. 'T'enant's covenant to pay Rent and Landlord's covenants are independent. Except as otherwise provided, Tenant will not be entitled to abate Rent for any reason. 3. Release of Claims/Subrogation. Landlord and Tenant release each other ti•onl any claim, by subrogation or otherwise, for any damage to the Premises, the building or personal property within the building, by reason of fire or the elements, regardless of cause, including negligence of Landlord or 'Tenant. This release applies only to the extent that it is permitted by law, the damage is covered by insurance proceeds, and the release does not adversely affect any insurance coverage. 4. Notice to Insurance Companies. Landlord and Tenant will notify the issuing insurance companies of the release set forth in the preceding paragraph and will have the insurance policies endorsed, if necessary, to prevent invalidation of the insurance coverage. 5. Casualty/Total or Partial Destruction a. 11. the Premises are damaged by casualty and can be restored within ninety days, Landlord will, at its expense, restore the Premises to substantially the sante condition that existed before the casualty. If Landlord tails to Page 5of8 complete restoration within ninety days from the date of written notification by Tenant to Landlord of the casualty, Tenant may terminate this lease by written notice to Landlord. b. Il' the Premises cannot be restored within ninety days. Landlord has an option to restore the Premises. I1' Landlord chooses not to restore, this lease will terminate. If Landlord chooses to restore, Landlord will notify Tenant of the estimated time to restore and give "Tenant an option to terminate this lease by notifying Landlord within ten days. II Tenant does not terminate this lease, the lease will continue and Landlord will restore the Premises as provided in a. above. c. To the extent the Premises are untenantable after the casualty and the damage was not caused by Tenant, the Rent will be adjusted as may be fair and reasonable. 6. Condemnation/Substantia) or Partial "faking a. If the Premises cannot be used for the purposes contemplated by this lease because of condemnation or purchase in lieu of condemnation, this lease ‘vi II terminate. b. If there is a condemnation or purchase in lieu of condemnation and this lease is not terminated, Landlord will, at Landlord's expense, restore the Premises, and the Rent payable during the unexpired portion of the Term will be adjusted as may be fair and reasonable. c. 'Tenant will have no claim to the condemnation award or proceeds in lieu of condemnation. 7. Uniform Commercial Code. Tenant grants Landlord a security interest in Tenant's personal property now or subsequently located on the Premises. This lease is a security agreement under the Uniform Commercial Code. Landlord may file a copy of this lease as a financing statement or execute and tile a financing statement on behalf of Tenant. 8. Delimit by Landlord/Events. Delimits by Landlord are failing to comply with any provision of this lease within thirty days after written notice and failing to provide Essential Services to Tenant within len days alter written notice. 9. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default are to sue for damages and, if Landlord does not provide an Essential Service within thirty days atter default, terminate this lease. 10. Default by "Tenant/Events. Defaults by Tenant are (a) failing to pay timely Rent, (b) abandoning or vacating a substantial portion of the Premises, and (c) failing to comply within ten days after written notice with any provision of this lease other than the defaults set forth in (a) and (b) above. Page of 8 11. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default are to (a) enter and take possession of the Premises, after \vhich Landlord may relet the Premises on behalf of Tenant and receive the rent directly by reason of the reletting, and Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (b) enter the Premises and perlorm 'T'enant's obligations; and (c) terminate this lease by written notice and sue liar damages. Landlord may enter and take possession of the Premises by sell -help, by picking or changing locks if necessary, and may lock out 'Tenant or any other person who may be occupying the Premises, until the default is cured, without being liable for damages. I2. Default/Waiver/Mitigation. It is not a waiver of default il'the nondefauiting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this lease does not preclude pursuit of other remedies in this lease or provided by law. Landlord and 'Tenant have a duty to mitigate damages. 13. Security Deposit. If Tenant defaults. Landlord may use the Security Deposit to pay arrears of Rent, to repair any damage or injury, or to pay any expense or liability incurred by Landlord as a result of the default. 14. Holdover. 1f Tenant does not vacate the Premises following termination of this lease, Tenant will become a tenant at will and must vacate the Premises on receipt of notice from Landlord. No holding over by Tenant, whether with or \vithout the consent of Landlord, will extend the Term. 15. Alternative Dispute Resolution. Landlord and 'Tenant agree to mediate in good faith before filing a suit for damages. 16. Attorney's Fees. II' either party retains an attorney to enlurce this lease, the party prevailing in litigation is entitled to recover reasonable attorney's tees and court and other costs. 17. Venue. Venue is in the county in which the Premises are located. IS. Entire Agreement. This lease, together with the attached exhibits and riders, is the entire agreement of the parties, and there are no oral representations, warranties, agreements, or promises pertaining to this lease or to any expressly mentioned exhibits and riders not incorporated in writing in this lease. 19. Amendment of Lease. This lease may be amended only by an instrument in writing signed by Landlord ancl "Tenant. 20. Limitation oI' Warranties. There are no implied warranties of merchantability, of fitness for a particular purpose, or of any other kind arising out of this lease, and there are no warranties that extend beyond those expressly stated in this lease. 2 I , Notices. Any notice required or permitted under this lease must be in writing. Any Page 7 orS notice required by this lease will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this lease. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address fbr notice may be changed by written notice delivered as provided herein. 22. Abandoned Property. Landlord may retain, destroy, or dispose of any property left on the Premises at the end of the Term. 23. Special Provisions. a. Either Party may terminate the Lease by providing the other Party with Sixty (60) days written notice of termination. i\IINOItI, LLC a Texas limited liability company 11I42NI, INC. a Texas corporation .00002, By: T c) n , President Page 8 r 8 EXHIBIT "B" "Post -sale Lease" COMMERCIAL LEASE AGREEMENT This Commercial Lease Agreement (the "Lease") is made and entered into by and between Lessor CITY OF ROUND ROCK, TEXAS, a municipal corporation, (hereinafter referred to as "City") and Lessee MINORI, LLC (hereinafter referred to as "Lessee"). Date: , 2014 Lessor: CITY OF ROUND ROCK, TEXAS, a municipal corporation Lessor's Address: 221 East Main Street Round Rock, Texas 78664 Lessee: MINORI, LLC, a Texas limited liability company Lessee's Address: 910 Heritage Center Circle, Suite A Round Rock, Texas 78664 Leased Premises: The buildings located on Lots 3 and 4, Heritage Center, according to the map or plat thereof recorded in Cabinet F, Slide 294, of the Plat Records of Williamson County, Texas. Lease Commencement Date: , 2014. Lease Expiration Date: Lease Rent: Permitted Uses: December 31, 2014 Monthly Lease Rent $1.00 The Leased Premises shall be used solely as an office. ARTICLE I CONSIDERATION AND LEASE Consideration. The parties hereto expressly stipulate that this Lease is entered into in consideration of the sums of money recited herein, the use of the Leased Premises as recited herein, the value to City of ensuring occupancy and use of its property, and other good and valuable consideration given, the receipt and sufficiency all of which is hereby acknowledged. 00295500.DOC Leasing of Leased Premises. Subject to and upon the terms and conditions herein set forth, and in consideration of the duties, covenants and obligations of the other hereunder, City hereby leases to Lessee and Lessee hereby leases from City, the Leased Premises. The parties hereto expressly stipulate that the Lease Space is not a dwelling as defined in V.T.C.A., Property Code §92.001(1). ARTICLE II LESSEE REPRESENTATIONS Performance Representations by Lessee. Lessee hereby covenants and agrees to do the following: 1. Lease the Leased Premises for the Lease Term, on the terms and conditions enumerated herein, beginning on the Lease Commencement Date and ending on the Lease Expiration Date. 2. Accept the Leased Premises in their present condition, the Leased Premises being suitable "as is" for Lessee's intended use. 3. Arrange and be responsible for obtaining and paying for its own water, wastewater, gas, electric, cable TV, telephone and interne service; and obtaining any necessary hardware for the operation and maintenance of these services. 4. Pay the Lease Rent per month to City at its offices in Round Rock, Texas, or elsewhere within the United States as City may from time to time designate in writing, payable in advance in equal monthly installments on the fifth day of each full calendar month, in legal tender for the payment of public and private debts, without set-off or deduction, the sum of One Dollar and No/100 ($1.00). All payments of Lease Rent and other amounts becoming due and payable from Lessee to City under and in connection with this Lease niay be made by delivering to City, at the then -applicable address provided for herein, Lessee's check in the amount of such payment, on or before the due date thereof under the terms of this Lease. 5. Pay a late charge of $25.00 if a monthly payment has not been paid by Lessee by the tenth (10th) day of the month in which it is due. 6. Pay for all utility services used by Lessee. 7. Maintain the Leased Premises clean and free of trash and debris. 2 8. Obey all laws, rules, regulations, and terms of this Lease and of the use, condition, and occupancy of the Leased Premises, including the rules and regulations of the building, if any, adopted by City from time to time. 9. Vacate the Leased Premises upon termination of this Lease, and surrender all keys to the Leased Premises. 10. Allow City to enter the Leased Premises to perform City's obligations, or to reasonably inspect the Leased Premises, or at reasonable times to show the Leased Premises to prospective purchasers or tenants. 11. Submit written notifications and/or requests to City relative to any events of consequence involving the Leased Premises. 12. Maintain general liability insurance for the Leased Premises, with City named as additional insured, in an amount acceptable to City. 13. Maintain appropriate insurance on Lessee's personal property located within the Leased Premises. 14. Upon written request, deliver certificates of insurance to City. 15. Indemnify, defend, and hold City harmless from any loss or claim arising out of Lessee's use of the Leased Premises or resulting from Lessee's failure to comply with applicable provisions of the Lease. 16. Upon request of City, execute an estoppel certificate stating the commencement and expiration dates of the Lease, identifying any amendments to the Lease, describing any rights to extend the Lease term, listing defaults, and providing any other related information reasonably requested. Prohibition Representations by Lessee. Lessee hereby covenants and agrees not to do the following: 1. Use the Leased Premises for purposes other than the Permitted Lease Use. 2. Create a nuisance. 3. Interfere with City's ownership or management of the building. 4. Permit any waste. 3 5. Use the Leased Premises in a way that is extra hazardous, that would increase insurance premiums, or that would void insurance on the building. 6. Change City's lock system, except as permitted in writing. 7. Alter the Leased Premises, except as provided herein or place any exterior sign on the Leased Premises, without City's consent, which consent shall not be unreasonably withheld. 8. Allow a lien to be placed on the Leased Premises. 9. Assign this Lease or sublet any portion of the Leased Premises without City's prior written consent. ARTICLE III CITY REPRESENTATIONS Performance Representations by Lessor City. City hereby covenants and agrees to do the following: 1. Lease the Leased Premises to Lessee for the Lease Initial Term, on the terms and conditions enumerated herein, beginning on the Lease Conunencement Date (Initial Term) and ending on the Lease Expiration Date (Initial Term). 2. Obey all laws, rules, regulations, and terms of the Lease and of the use, condition, and occupancy of the Leased Premises. ARTICLE IV DEFAULT Default by Lessee 1. Default by Lessee shall be defined as (a) failing to timely pay the Lease Rent, or (b) failing to comply with any substantive provision of this Lease. 2. City's remedies for Lessee's default are to (a) enter and take possession of the Leased Premises; or (c) terminate this Lease by proper written notice and sue for damages. Default by City 1. Default by City shall be defined as (a) City failing to comply with applicable provisions of the Lease which constitute default; or (b) City failing to begin a 4 reasonable attempt to comply with any substantive provision of this Lease within ten (10) days of receiving proper written notice. 2. Lessee's remedies for City's default include termination of this Lease. It is not a waiver of default if the non -defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this Lease does not preclude pursuit of other remedies in this Lease or as provided by law. ARTICLE V USE OF LEASED PREMISES Use. Lessee shall use the Leased Premises only for office purposes and such reasonable rules and regulations as are imposed from time to time by City with respect to the Leased Premises. Any use of the Leased Premises which will affect the appearance of the building, exceed structural loads of floors or walls, affect the mechanical, plumbing or electrical systems of the building, must have City's prior written approval. Access. Lessee and its employees shall have access to the Leased Premises at all reasonable times. ARTICLE VI LESSEE OBLIGATIONS Lessee's Obligations. Lessee covenants and agrees that it will not injure the building or the Leased Premises but will take the same care thereof which a reasonably prudent person would take of his/her own property, and upon termination of this Lease, Lessee will surrender and deliver up the Leased Premises to City in as nearly identical condition the Leased Premises were in on the commencement date of this Lease; subject, however, and except for ordinary wear and tear and damage arising from fire or other casualty. Lessee agrees, at its cost and expense, to repair or replace any part of the Leased Premises damaged as a proximate result of negligent or wrongful acts or omissions of Lessee or its agents, employees, representatives, invitees, licensees or visitors and to repair damage to the building proximately caused by the negligence or wrongdoing of Lessee or its agents, employees or representatives acting within the scope of their agency, employment or representation; provided, however, that if Lessee should fail or refuse to make such repairs or replacements with reasonable promptness after written notice from City (having due regard to the nature of the required repairs or replacements and the effect of delay in making same on the appearance of the building or danger of injury to or interferences with others), then City may, at its option but without any 5 obligation to do so, enter the Leased Premises and make such repairs or replacements on the Leased Premises, should they be required, and Lessee shall repay the actual costs thereof upon demand. ARTICLE VII ALTERATIONS BY LESSEE Alterations by Lessee. Lessee shall not make any alterations to or additions to the building or Leased Premises without City's prior written consent to and approval thereof. Alterations Required by Accessibility Laws. Lessee is responsible for making any alterations, additions, or improvements to the Leased Premises that are mandated by accessibility legal requirements. The allocation of responsibility to Lessee for compliance with accessibility legal requirements with respect to the Leased Premises is a material inducement for the parties to enter this Lease. City's Rights upon Termination of Lease. All of Lessee's improvements, fixtures and equipment of every description (unless such improvements, fixtures and equipment are removable without damage to the Leased Premises), any alterations or additions to the Leased Premises including those made with written consent, and any other article incorporated in or permanently affixed to the floor, wall or ceiling of the Leased Premises, shall become the property of City and shall be and remain upon and be surrendered with the Leased Premises as a part thereof at the termination of this Lease, Lessee hereby waiving all rights to any payment or compensation therefor. In the event City requests that Lessee remove any of Lessee's removable fixtures, equipment or property located in or about the Leased Premises or the building at the termination of this Lease, Lessee shall promptly remove same at its sole risk, cost and expense, and upon Lessee's failure to remove same, City may remove same at Lessee's expense. ARTICLE VIII COMPLIANCE WITH LAWS Lessee's Compliance with Laws. Lessee will at its own cost and expense comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or promulgated by other agencies or bodies having jurisdiction thereof) relating to the use, condition or occupancy of the Leased Premises, and will not engage in any activity which would cause City's fire and extended coverage insurance to be canceled or the rate therefor to be increased over the rate which would have been charged had such activity not been engaged in by Lessee (or in such event, at Lessee's option, Lessee will pay the amount of any such increase). 6 ARTICLE IX WAIVERS AND INDEMNITY Waiver of Implied Warranty of Suitability. City disclaims any warranty of suitability that may otherwise have arisen by operation of law. City does not warrant that there are no latent defects on or in the Leased Premises that are vital to Lessee's using the Leased Premises for their intended office use and the Leased Premises will remain in a suitable condition. Lessee leases the Leased Premises "as is," whether suitable or not, and waives the implied warranty of suitability. Lessee's General Indemnity. Lessee will indcnmify and hold City harmless against any claims, demands, damages, costs, and expenses, including reasonable attorney's fees, for defending claims and demands arising from the conduct or management of Lessee's businesses on the Leased Premises or its use of the Leased Premises, or from any breach on Lessee's part of any conditions of this Lease, or from any act or negligence of Lessee, its officers, agents, contractors, employees, subtenants, or invitees in or about the Leased Premises. In case of any action or proceeding brought against the City by reason of any such claim, Lessee, on notice from City, will defend the action or proceeding by counsel acceptable to City. ARTICLE X MISCELLANEOUS Miscellaneous Provisions. The parties hereto agree as follows: 1. Binding Effect. The covenants and agreements herein contained shall inure to and be binding upon City, its successors and assigns, and Lessee, its successors and assigns; provided such reference to assigns is not intended to imply or grant any right on the part of either party to assign this Lease. 2. Casualty/Total or Partial Destruction. If the Leased Premises are damaged by casualty, the City may, at its sole option, choose not to restore the Leased Premises. In that case, this Lease agreement will terminate. 5. Condemnation/Substantial or Partial Taking. If the Leased Premises cannot be used for the purposes contemplated by this Lease because of condemnation or purchase in Lieu of condemnation, then this Lease will terminate. Lessee shall have no claim to the condemnation award or proceeds in lieu of condemnation. 6. No Arbitration. In the event of any dispute regarding terms or performance of terms of this Lease, it is agreed by all parties that such dispute shall not be subject to arbitration. 7 7. Limitation of Warranties. There are no implied warranties of merchantability, of fitness for a particular purpose, or of any other kind arising out of this Lease, and there are no warranties that extend beyond those expressly stated in this Lease. 8. Abandoned Property. City may retain, destroy, or dispose of any property left and abandoned on the Leased Premises at the end of the Lease term. 9. Severability Clause. If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than such as to which it shall have been invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law. 10. Notices. Any notice or communication to parties required or permitted to be given under this Lease shall be effectively given only if in writing and such notice shall be considered received three (3) days after depositing such notice in the U.S. registered or certified mails, postage prepaid, return receipt requested, or by commercial overnight courier service, addressed as follows: (a) If addressed to Lessor City: City of Round Rock, Texas 221 East Main Street Round Rock, TX 78664 Attention: City Manager With a copy to: Stephan L. Sheets 309 East Main Street Round Rock, TX 78664 (b) If addressed to Lessee Minori, LLC 910 Heritage Center Circle, Suite A Round Rock, Texas 78664 8 With a copy to: Tom Groce General Counsel HF2M, Inc. 910 Heritage Center Circle, Suite A Round Rock, Texas 78664 provided, however, that any party shall have the right to change the address to which notices shall thereafter be sent by giving notice to the other party as aforesaid, but not more than two addresses shall be in effect at any given time for City and Lessee hereunder. 11. Attorneys' Fees. In the event of litigation between City and Lessee wherein one or both parties is seeking to enforce any right or remedy hereunder, the prevailing party shall be entitled to recover its reasonable attorneys' fees incurred in connection with such litigation from the other party. 12. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the state of Texas, and venue shall lie in Williamson County, Texas. 13. Incorporation of Exhibits. All exhibits, schedules and attachments referred to in this Lease are hereby incorporated by reference for all purposes as fully as if set forth at length herein. This Lease constitutes the entire agreement of the parties with respect to the subject mater Hereof, and all prior correspondence, memoranda, agreements or understandings (written or oral) with respect hereto are merged into and superseded by this Lease. This Lease is executed and delivered effective as of the date and year first above written. (SIGNATURES ON FOLLOWING PAGES) 9 APPROVED AS TO FORM: Stephan L. Sheets, City Attorney LESSOR CITY OF ROUND ROCK, TEXAS a municipal corporation By: Alan McGraw, Mayor LESSEE a Texas non-profit corporation By: Name: Title: Date: 10 EXECUTED DOCUMENT FOLLOW REAL ESTATE CONTRACT 1. PARTIES. The parties to this Contract are: a. Seller: Minori, LLC. 910 Heritage Center Circle, Suite A Round Rock, TX 78664 512-218-8000 b. Purchaser: City of Round Rock 221 E. Main St. Round Rock, TX 78664 512-218-5400 2. PROPERTY. Seller agrees to sell and convey, and Purchaser agrees to purchase and pay for certain real property in Round Rock, Williamson County, Texas, described as follows: Lots 3 and 4, HERITAGE CENTER, ACCORDING TO MAP OR PLAT THEREOF RECORDED IN CABINET F, SLIDE 294, OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS. Together with all of Seller's rights and appurtenances to the real property, including, without limitation, any right, title, and interest of Seller in and to any and all water and sewer rights, including storm sewer, sanitary and water capacity allocated or reserved by any MUD, PUD, or municipality, all easements, and adjacent waterways, streets, roads, alleys, or rights-of-way (the "Property"). 3. PURCHASE PRICE. Purchaser agrees to pay as the purchase price for the Property the sum of $1,600,000.00 in cash at Closing. 4. ESCROW DEPOSIT. Upon execution of this Contract, by both Seller and Purchaser, Purchaser agrees to deliver a cash Escrow Deposit in the amount of $15,000.00, to be held in escrow by the Title Company as Escrow Agent pursuant to the terms of this Contract. Failure by Purchaser to timely deposit the Escrow Deposit with the Title Company shall result in the automatic termination of this Contract, and neither party hereto shall have any further obligation thereunder. If requested by Purchaser, the Escrow Agent is authorized to place the Escrow Deposit in an interest bearing account at a financial institution whose accounts are insured by an agency of the federal government, R-2014-1317 and the interest earned on such funds shall be recognized by Purchaser for federal income tax purposes, but shall be paid to the party entitled to receive the Escrow Deposit under the terms of this Contract. 5. INDEPENDENT CONTRACT CONSIDERATION. On or before the Effective Date, Purchaser shall deliver to Seller in cash the sum of $100.00 (the "Independent Contract Consideration"), which amount has been bargained for and agreed to as consideration for Purchaser's exclusive option to purchase the Property and the right of investigation and inspection granted herein, and for Seller's execution and delivery of this Contract. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Contract, and is nonrefundable in all events. 6. TITLE COMMITMENT AND SURVEY. a. Title Commitment. Within ten (10) days after the Effective Date, Seller shall deliver or cause to be delivered to Purchaser a Commitment for Title Insurance ("Title Commitment") from Heritage Title Company of Austin, Inc. at 401 Congress Avenue, Suite 1500, Austin, TX 78701, Attention: Brenda Hindsman. The Title Commitment shall set forth the status of the title of the Property and show all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other matters affecting the Property. The Title Company shall furnish a copy of all documents referred to in the Title Commitment, including, but not limited to, deeds, lien instruments, plats, reservations, restrictions, and easements. b. Survey. Within five (5) days after the Effective Date, Seller shall deliver or cause to be delivered to Purchaser a current Category 1A, Condition II survey or surveys of the Property acceptable to the title company for the purposes of issuing the Title Commitment ("Survey") prepared by a registered or licensed public surveyor. The Survey (s) shall include: (i) the perimeter boundaries and dimensions of the Property; (ii) the location of all improvements, any easements, set -back lines, encroachments, overlaps, roadways or waterway; and (iii) the location of any flood plain which exists on the Property or any portion thereof. . c. Review of Title Commitment and Survey. Purchaser shall have ten (10) days after receipt of the Title Commitment and Survey, in which to examine those documents and to specify to Seller those items reflected thereon which Purchaser will accept as permitted exceptions to title ("Permitted Exceptions"), and those items which Purchaser finds objectionable ("Title Objections"), Seller, at its discretion, may correct or remove all Title Objections, give Purchaser written notice thereof, and deliver an amended Title Commitment and Survey reflecting the correction or deletion of such matter. If Purchaser does not deliver to Seller ten (10) days after receipt of the title commitment and supporting documents and updated survey, a written notice specifying those items which are Permitted Exceptions and Title Objections within the above -stated time period, then all of the items reflected on the Title Commitment shall be considered to be Permitted Exceptions. d. Uncorrected Title Objections. If Seller fails to cause all of the Title Objections to be corrected within fifteen (15) days after receipt of Purchaser's notice to Seller of the Title Objections, Seller shall give written notice to Purchaser that Seller cannot or will not correct or remove all of the Title Objections, and Purchaser shall have the following rights only: (1) Purchaser may terminate this Contract by giving Seller written notice thereof within fifteen (15) days after receipt of written notice from Seller, in which event the Escrow Deposit shall be returned to Purchaser, and both parties shall be released from all further obligations under this Contract; or (2) Purchaser may elect to purchase the Property subject to the Title Objections not so corrected or removed, in which event the uncorrected and unremoved Title Objections shall be deemed waived by Purchaser and shall thereafter be Permitted Exceptions under this Contract. 7. FEASIBILITY PERIOD. Purchaser shall have until ninety (90 ) days after the Effective Date (the "Feasibility Period"), for the right of investigation and inspection of the Property to determine whether or not Purchaser desires to proceed with the purchase of the Property. a. Access and Indemnity. Purchaser and Purchaser's agents shall have the right of access to the Property during the Feasibility Period for the purpose of conducting such investigation and inspection. Purchaser agrees to provide Seller with copies of all written tests, studies, investigations, and other reports conducted by Purchaser, Purchaser's engineers, and other representatives of Buyer pertaining to the Property. Purchaser shall not cause or permit damage or injury to be done to the Property, and Purchaser shall repair any damage or injury to the Property resulting from Purchaser's investigation and inspection of the Property. Purchaser shall indemnify and hold harmless Seller on account of any claims, causes of action, damages, costs and expenses (including attorney's fees) arising out of or relating to the acts of Purchaser, its agents and employees under the provisions of this section. This indemnity shall survive the termination of this Contract. b. Termination of Contract. If during or upon expiration of the Feasibility Period Purchaser determines not to go forward and close this transaction, then Purchaser shall, no later than the date of expiration of the Feasibility Period, give Seller written notification of such. However, if Purchaser does not timely provide written notice to Seller of Purchaser's acceptance or non-acceptance of the Property by the expiration of the Feasibility Period by such date then it shall be conclusively deemed that the Property is suitable for Purchaser's intended use. If Purchaser gives timely written notice of its non-acceptance of the Property, the Earnest Money shall be refunded to the Purchaser, and both parties shall be released from all further obligations under this Contract. If for any reason Purchaser fails to close this transaction, Purchaser shall deliver to Seller all written soil, utility, environmental and feasibility reports prepared by or for Purchaser related to the Property which are in possession or in control of Purchaser. It is agreed by the parties that in the event that this Contract is terminated after the expiration of the Feasibility Period, for any reason other than a default by Seller, the Earnest Money (which will include the Additional Earnest Money, if any) shall be retained by Seller as liquidated damages. 8. CONDEMNATION. In the event of a taking by condemnation or similar proceedings or actions of only a portion of the Property, Purchaser shall have the option to terminate this Contract upon written notice to Seller prior to Closing, in which event the Earnest Money shall be promptly refunded by the Title Company to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder except with respect to any waivers and releases, warranties, representations, obligations or indemnities which specifically survive termination of this Contract. If Purchaser does not exercise its option to so terminate this Contract, then the Contract shall remain in full force and effect and Seller shall assign or pay to Purchaser at Closing Seller's interest in and to any and all condemnation awards or proceeds from any such proceedings or actions in lieu thereof. 9. PRE-CLOSING REPRESENTATIONS OF SELLER. Seller has not made any representations or warranties of any kind to Purchaser not expressly contained in this Contract. Where the terms "to the best of Seller's knowledge" or words of similar import are used herein, it shall mean Seller's actual, current knowledge and not any constructive or imputed knowledge. Moreover, no inference or implication shall be drawn that Seller has made any independent investigation with respect to the subject of the representation or warranty based on knowledge, and purchaser agrees that Seller has no such duty. Subject to the foregoing, Seller represents, covenants and warrants as follows: a. The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Seller. b. The Property is free and clear of all mechanic's liens, liens, mortgages, or encumbrances of any nature except those which are to be satisfied on or before Closing. c. Seller has not entered into an earnest money contract with any other potential Purchasers. d. There is no suit, action, legal or other proceeding pending, or to the best of Seller's knowledge, threatened, which affect the Property. e. Seller has no knowledge of any pending or threatened requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Property; Seller has received no notice from any municipal, state, federal or other governmental authority of zoning, building, fire, water, use, health, environmental or other statute, ordinance, code or regulatory violations issued in respect of the Property which have not been heretofore corrected. f. Seller has never, nor, to Seller's best knowledge, has any previous owner of the Property or any other party ever generated, stored or disposed of any Hazardous Substances on the Property or transported from the Property to any other location. Seller shall upon the effective date hereof, deliver to Purchaser all written soil, utility, environmental and feasibility reports previously prepared relating to the Property, which are in the possession or under the control of Seller. "Hazardous Substances" means any substance which is (i) designated, defined, classified, or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant, or contaminant under the Resource Conservation and Recovery Act and/or the Comprehensive Environmental Response Compensation and Liability Act, (ii) petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PDB's, (iv) lead, (v) friable asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. g. Seller has not retained any person or firm to file a notice of protest against, or to commence any action to review, any real property tax assessment against the Property or any portion thereof and, to Seller's best knowledge, no such action has been taken by or on behalf of any other party. h. Seller has not received any notice of any condemnation or similar proceedings having been instituted or threatened against the Property or any part thereof nor, to Seller's best knowledge, is any such proceeding threatened or contemplated of which Seller has not received formal notice. i. There are no outstanding written or oral leases or agreements relating to the use or possession of the Property, except as set forth in Exhibit "A" hereto. j. Seller will not, without the prior written consent of Purchaser, permit any structural modifications or additions to the Property. k. Seller will promptly pay and discharge all ownership, leasing, operating, management and maintenance fees, costs and expenses incurred with respect to periods prior to the Closing, specifically including, without limitation, costs and expenses relating to materials supplied and labor performed. 1. At Closing, Seller will have good and indefeasible title to the Property, subject only to the Permitted Exceptions and matters of record in the real property records of the county where the Property is located. m. There are no parties in possession of any portion of the Property except for the Seller, Seller's agents or employees, or Seller's tenants. To the best of Seller's knowledge, there are no adverse parties in possession of any portion of the Property whatsoever. n. All assessments, payback agreements or other charges for utilities, roads, or the widening of such roads, or any other fees imposed by any governmental or quasi - governmental authority with respect to the Property which are due and payable have been paid in full and Seller has knowledge of any future assessments or fees that may become due and payable. 10. PRE-CLOSING REPRESENTATIONS OF PURCHASER. a. Purchaser's Authority. The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Purchaser. b. Signs. Prior to Closing, no sign shall be erected on the Property without Seller's prior written consent. 11. CLOSING. a. Date and Place. The Closing of the sale of the Property by Seller to Purchaser shall occur on or before thirty (30) days after the expiration of the Feasibility Period. The Closing shall occur in the offices of the Title Company. Purchaser shall have the right to extend the Closing Date for up to thirty (30) days if funding from the sale of bonds has not been received by the scheduled Closing Date. b. Seller's Obligations at Closing. At the Closing, Seller, at Seller's sole cost and expense, shall deliver, or cause to be delivered, to Purchaser the Following: (1) Special Warranty Deed. Seller shall execute and deliver to the Title Company for recording a Special Warranty Deed conveying the Property to Purchaser, subject to the Permitted Exceptions and all approved easements and restrictions of record which affect the Property. (2) Owner's Title Policy. Seller shall cause the Title Company to issue and deliver to Purchaser an owner's policy of title insurance ("Owner's Title Policy") in the amount of the Purchase Price insuring that Purchaser is owner of the Property, subject only to the Permitted Exceptions to be attached to the Deed as an Exhibit, and the standard printed exceptions included in the then current Owner Title Policy form promulgated by the State Board of Insurance. The standard exception for standby fees and taxes shall be limited to the year in which the Closing occurs. (3) Certificate of Non -Foreign Status. Seller shall deliver to Purchaser an affidavit on behalf of Seller certifying the non -foreign status of Seller. (4) Closing Statement. Seller shall execute and deliver to Purchaser and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. (5) Other Instruments. Seller shall execute and deliver such other documents as are customarily executed in Texas in connection with the conveyance of real property, including all required releases, certificates, affidavits, and any other instruments required by the Title Company. (6) Possession. Seller shall deliver possession of the Property to Purchaser on the Closing Date. Notwithstanding the foregoing, Seller shall have the right to continue to occupy and use the buildings on the Property until December 31, 2014. If Seller wishes to exercise its right to continue to occupy the use of the buildings after Closing, it shall execute a Lease in the form attached hereto as Exhibit "B" hereto. (7) If applicable, Seller shall assign any ancillary Property Rights to the Property which Sellers owns and which the Title Company deems customary to transfer. c. Purchaser's Obligations at Closing. (1) Payment of Purchase Price. At the Closing, Purchaser shall pay the cash portion of the Purchase Price, subject to any adjustments for prorations and other credits provided for in this Contract. (2) Acceptance of Documents. Purchaser shall accept all documents executed and delivered by Seller and the conveyances, transfers and assignments evidenced thereby, and shall execute and deliver all such documents that require Purchaser's execution. (3) Certificate of Authority. Purchaser shall deliver to Seller a certificate of authority on behalf of Purchaser authorizing the transaction described in this Contract and the execution of the documents by the appropriate person, in form and substance reasonably required by Seller. (4) Closing Statement. Purchaser shall execute and deliver to Seller and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. d. Tax Proration. Real estate, ad valorem, and other state, county and municipal taxes, charges and assessments (special or otherwise), on the basis of the calendar year for which the same are levied, imposed or assessed, and regardless of when the same become a lien or are payable, shall be adjusted between Seller and Purchaser and shall be prorated on a per diem basis as of midnight of the day preceding the date of Closing. If the rate of any such taxes, rents, charges or assessments shall not be fixed prior to the Closing, the adjustment thereof at the Closing shall be upon the basis of the rate for the preceding calendar year applied to the latest assessed valuation (or other basis of valuation) between Seller and Purchaser, if necessary, when the actual tax figures are available. e. Closing Costs. Seller and Purchaser each agree to pay the following costs at the Closing: (1) Paid By Seller. Seller agrees to pay the cost of preparing the Special Warranty Deed and other conveyance documents; the premium for the Owner's Title Policy; the cost of the Survey; the cost of preparing and recording any releases and other documents necessary to convey the Property in accordance with this Contract; one-half (1/2) of any escrow or closing fee charged by the Title Company; and any other similar closing costs customarily paid by a seller of real property. (2) Paid By Purchaser. Purchaser agrees to pay recording fees, copies of restrictions and easements, expenses stipulated to be paid by Buyer under other provisions of the Contract, and one-half (1/2) of any escrow or closing fee charged by the Title Company and any other similar closing costs customarily paid by a purchaser of real property. 12. DEFAULTS AND REMEDIES. a. Purchaser's Default and Seller's Remedies. If Purchaser is in default under this Contract, Seller may, at Seller's sole option and as Seller's sole remedy, terminate this Contract by written notice to Purchaser and receive the Escrow Deposit and Additional Escrow Deposit (which shall be delivered to Seller by the Title Company on receipt of written notice from Seller that Purchaser has defaulted under this Contract), it being agreed between Purchaser and Seller that such amount shall be liquidated damages for a default of Purchaser under this Contract because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such uncertainty of ascertaining actual damages for such default. This limitation of remedies provision shall not apply to or affect Purchaser's indemnities of Seller in this Contract. b. Seller's Defaults and Purchaser's Remedies. If Seller is in default under this Contract, Purchaser may, at Purchaser's sole option and as Purchaser's sole remedy, do either of the following: (1) terminate this Contract by written notice delivered to Seller on or before the date of Closing and receive the Escrow Deposit, which shall be delivered to Purchaser by the Title Company on receipt of written notice from Purchaser that Seller has defaulted under this Contract, or (2) enforce specific performance of this Contract against Seller, provided, however, that Purchaser's right to enforce specific performance against Seller shall be subject to Purchaser's tendering performance, including but not limited to the payment of the Cash Purchase Price. c. Attorney's Fees. If either party to this Contract defaults in the performance required hereunder, and the non -defaulting party employs an attorney to enforce the terms hereof, such non -defaulting party shall be entitled to reasonable attorney's fees from the defaulting party. 13. BROKERS AND COMMISSIONS. a. Broker. Seller agrees to indemnify and hold Purchaser harmless from any broker commission. Any and all broker commissions are the sole obligation of Purchaser. b. Notice. As required by the Texas Real Estate License Act, any broker has advise Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection, or that Purchaser should be furnished with or obtain a policy of title insurance. By signing this Contract, Purchaser acknowledges receipt of this notice. 14. 1033 EXCHANGE. Seller's 1033 Exchange. Purchaser acknowledges that Seller's sale of the Property may be part of an exchange being made by Seller pursuant to Section 1033 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. Purchaser agrees to cooperate fully with Seller in order that Seller may effectuate such an exchange; provided, however, that all additional costs and expenses related thereto shall be borne solely by Seller; Purchaser shall incur no additional liability as a result of such exchange, and Seller shall indemnify Purchaser against any and all costs and/or liability incurred in connection therewith. Purchaser hereby gives notice to Seller that, if necessary, Purchaser intends to acquire the Property by condemnation. It is therefore agreed that Seller is entering into this Agreement under threat of condemnation. Additionally, if the appraisal being conducted by Purchaser determines that the value of the Property is in excess of $1,600,000.00, then Purchaser shall provide Seller with a donation letter for the amount that the value exceeds $1,600,000.00. 15. MISCELLANEOUS. a. Assignment of Contract. This Contract may not be assigned by Purchaser without the prior written consent of Seller. b. Survival of Covenants. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the Closing shall survive the Closing and shall not be merged therein. c. Notice. Any notice required or permitted to be delivered under this Contract shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or other overnight delivery service, telecopy, or hand delivery, or (ii) three (3) business days after being sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address stated in Section 1. Copies of all notices shall also be sent concurrently to Seller's or Purchaser's attorney, as appropriate, at the following addresses: Seller's Attorney: Purchaser's Attorney: Thomas P. Groce 910 Heritage Center Circle, Suite A Round Rock, Texas 78664 Telephone Number: (512) 218-9554 Facsimile Number: (512) 218-9798 Steve Sheets 309 E. Main St. Round Rock, TX 78664 Telephone Number: (512) 255-8877 Facsimile Number: (512) 255-8986 A party may change its address or the address of its attorney for notice upon written notice to the other party pursuant to the terms hereof. d. Texas Law to Apply. This contract shall be construed under and in accordance with the laws of the state of texas, and all obligations of the parties created by this contract are performable in Williamson County, Texas, which is the county of jurisdiction and venue for all disputes arising hereunder. e. Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties to this Contract and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the limitations in paragraph 16a. f. Legal Construction. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of the Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. g. Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the parties to the Contract and supersedes any prior understanding or written or oral agreements between the parties concerning the purchase of the Property. h. Gender. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. i. Effective Date. The Effective Date of this Contract shall be the date the Contract is escrowed with the title company together with the Earnest Money. j. Calendar Days and Deadlines. As used herein, "days" shall mean and refer to calendar days but if a deadline falls or notice is required on a Saturday, Sunday or legal banking holiday, the deadline or notice shall be extended to the next calendar day which is neither a Saturday, Sunday nor a legal banking holiday. k. Multiple Counterparts. Counterparts of this Contract may be executed in one or more counterparts, and all so executed shall constitute one (1) agreement, binding upon the parties hereto, and notwithstanding that all of the parties are not signatories to the same counterparts. 16. EXECUTION OF CONTRACT. Seller has prepared this Contract, or caused its attorneys to prepare this Contract, and has delivered this Contract to Purchaser without Seller's execution hereof. Purchaser acknowledges and agrees that this Contract shall not be binding upon Seller unless and until this Contract has been executed by a duly - authorized officer of Seller. Executed by Seller on March , 2014. SELLER: Minori, LLC a Texas limited liability company By: _��' Je'�`►.,� Managing Mem. Executed by Purchaser on .i 1 (0 2014. PURCHASER: CITY OF ROUND ROCK, TEXAS BY: Alan McGraw, Mayor EXHIBIT "A" (Outstanding Leases) Residential Lease Terms Date: Landlord: Minori, LLC Landlord's Address: 910 Heritage Center Circle, Suite A, Round Rock, TX 78664 Tenant(s): Victoria Conde, Angela Stewart and Rebeca Stewart Tenant's Address: 910 Heritage Center Circle, Suite B, Round Rock, TX 78664 Premises Street address/suite: 910 Heritage Center Circle, Suite B City, state, zip: Round Rock, TX 78664 Monthly Rent: $1,100.00 Term (months): Twelve (12) Commencement Date: July 1, 2013 Termination Date: June 30, 2014 (subject to Landlord's Right of Early Termination set forth in Section D.18 below) Security Deposit: N/A Use: Private residence Occupants (other than Tenant): Two Chihuahua's and one cat Utilities to Be Paid to Landlord: Electric and Water Utilities to remain in Landlord's name with Tenant to reimburse Landlord Definitions "Rent" means Monthly Rent plus any other amounts of money due Landlord by Tenant. "Landlord" means Landlord and its agents, employees, invitees, licensees, or visitors. "Tenant" means Tenants and their invitees or visitors. Clauses and Covenants A. Tenant agrees to - 1. Lease the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2. Accept the Premises in their present condition "AS IS," the Premises being currently suitable for Tenant's intended Use. 3. Obey all laws, ordinances, orders, rules, regulations, and covenants applicable to the Use, condition, and occupancy of the Premises. 4. Pay monthly, in advance, on the first day of the month, the Monthly Rent to Landlord at Landlord's Address. 5. Pay, as additional Rent, all other amounts due under this lease. 6. Pay a late charge of 5 percent of any Rent not received by Landlord by the tenth day of the month in which it is due. 7. Pay for all utility services used by Tenant and not provided by Landlord and pay to Landlord within seven (7) days of receipt of the bill from Landlord. all electric and water utility bills for the Premises. 8. Allow Landlord to enter the Premises to perform Landlord's obligations, inspect the Premises, and show the Premises to prospective purchasers or tenants. 9. Repair any damage to the Premises caused by Tenant or the occupants listed under "Occupants (other than Tenant)." 10. Submit in writing to Landlord any request for repairs, replacement, and maintenance that are the obligations of Landlord. 11. Maintain insurance on Tenant's personal property. 12. Move out of the Premises at the end of the Term. 13. Pay Rent by check, money order, or other traceable or negotiable instrument. B. Tenant agrees not to - 1 . Use the Premises other than as a residence occupied by the named Tenant and the occupants listed under "Occupants (other than Tenant)." 2. Create or permit a nuisance or interfere with any other tenant's Use of its Premises. 3. Change Landlord's lock system. 4. Alter the Premises. 5. Allow a lien to be placed on the Premises. 6. Assign this lease or sublease any portion of the Premises without Landlord's written consent. C. Landlord agrees to - 1. Lease to Tenant the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2. Obey all laws, ordinances, orders, rules, regulations, and covenants applicable to the use, condition, and occupancy of the Premises. 3. Provide the utilities specified in the lease. 4. Use reasonable efforts to make repairs to the Premises, but Landlord will not be required to repair a condition unless Tenant notifies Landlord of the condition and Tenant has paid all Rent then due. Landlord will not be required to repair conditions caused by Tenant or the occupants listed on the first page of this lease, unless caused by normal wear and tear, and will not be required to recarpet or repaint the Premises. D. Landlord and Tenant agree to the following: 1. Casualty/Condemnation. If the Premises are damaged by fire or other casualty or are condemned, then either Landlord or Tenant may terminate this lease by notifying the other. Any Rent prepaid by Tenant will be returned to Tenant on termination. 2. Default by Landlord/Events. Defaults by Landlord are failing to comply with any provision of this lease within thirty days after written notice and failing to remedy a condition that materially affects the physical health or safety of an ordinary tenant within ten days after written notice, unless such condition results from Tenant's actions. 3. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default are to sue for damages and, if Landlord does not remedy a condition (not resulting from Tenant's actions) that materially affects the physical health or safety of an ordinary tenant for thirty days after notice, terminate this lease. 4. Default by Tenant/Events. Defaults by Tenant are (a) failing to timely pay Rent, (b) abandoning or vacating a substantial portion of the Premises, and (c) failing to comply within ten days after written notice with any provision of this lease other than the defaults set forth in (a) and (b) above. 5. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default are to (a) enter and take possession of the Premises, after which Landlord may relet the Premises on behalf of Tenant and receive the Rent directly by reason of the reletting, and Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (b) enter the Premises and perform Tenant's obligations; and (c) terminate this lease by written notice and sue for possession or damages or both. 6. Mitigation. Landlord and Tenant have a duty to mitigate damages. 7. Security Deposit. N/A. 8. Holdover. If Tenant does not vacate the Premises following termination of this lease, Tenant will become a tenant at will and must vacate the Premises on receipt of notice from Landlord. No holding over by Tenant, whether with or without the consent of Landlord, will extend the Term. 9. Alternative Dispute Resolution. Landlord and Tenant agree to mediate in good faith before filing a suit for damages. 10. Attorney's Fees. If either party retains an attorney to enforce this lease, the party prevailing in litigation is entitled to recover reasonable attorney's fees and court and any other costs. 11. Venue. Venue is in the county in which the Premises are located. 12. Entire Agreement. This lease, together with the attached exhibits and riders, is the entire agreement of the parties, and there are no oral representations, warranties, agreements, or promises pertaining to this lease or to any expressly mentioned exhibits and riders not incorporated in writing in this lease. 13. Amendment of Lease. This lease may be amended only by an instrument in writing signed by Landlord and Tenant. 14. Limitation of Warranties. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY STATED IN THIS LEASE. 15. Notices. Any notice required or permitted under this lease must be in writing. Any notice required by this lease will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this lease. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. 16. Texas Property Code. Landlord and Tenant each acknowledge that chapter 92 of the Texas Property Code, which deals with residential tenancies, affords certain rights and imposes certain duties on them. 17. Abandoned Property. Landlord may retain, destroy, or dispose of any property left on the Premises at the end of the Term. 18. Landlord's Right of Early Termination. It is recognized by the Parties hereto that Landlord intends to develop the land where the Premises are located and may need to terminate this Lease on short notice. The parties therefore agree that Landlord may, at any time after December 1, 2013, terminate this Lease upon 45 days written notice delivered to Tenant. Landlord: Minori, LLC Tena Angela '' ewa Rebeca Stewart Office Lease Terms Date: March 18. 2014 Landlord: Landlord's Address: Tenant: Tenant's Address: Premises: Approximate square feet: Street address/suite: City. state, zip: Base Rent (monthly): Term (months): Commencement Date: Termination Date: Security Deposit: Early Termination: Minori, LLC 910 Heritage Center Circle. Suite A, Round Rock, TX 78664 Phone: Fax: HF2M. Inc. 512-218-8000 512-218-9798 910 Heritage Center Circle, Suite A, Round Rock, TX 78664 approximately 3,582 + sq. ft. 910 Heritage Center Circle, Suite A Round Rock. TX 78664 $2.000.00 Twenty -Four (24) March 23, 2014 Month to Month N/A Thirty (30) days written notice by either party Additionally. this Lease will automatically terminate upon sale of the Property upon which the Premises is located. Use: Commercial Office Space Amount of Liability Insurance Death/bodily injury: $500,000.00 Property: $ 250.000.00 Page 1 of 8 Definitions "Rent" means Base Rent plus any other amounts of money due Landlord by Tenant. "Landlord" means Landlord and its agents, employees, invitees, licensees, or visitors. "Tenant" means Tenant and its agents. employees. invitees. licensees, or visitors. "Essential Services" means heating, ventilating, air conditioning, water, and utility connections reasonably necessary for occupancy of the Premises for the Use. "Common Areas" means all facilities and areas of the building that are intended and designated by Landlord from time to time for the common. general, and nonexclusive use of all tenants of the building. Landlord has the exclusive control over and right to manage the Common Areas. "Parking Facility" means the facility or area described in the attached parking facility rider. Clauses and Covenants A. Tenant agrees to - 1. Lease the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2 Accept the Premises in their present condition "AS IS," the Premises being currently suitable for Tenant's intended Use. 3. Obey all laws. ordinances. orders, and rules and regulations applicable to the use, condition, and occupancy of the Premises, including the rules and regulations of the building adopted by Landlord. 4. Pay monthly, in advance. on the first day of the month, the Base Rent to Landlord at Landlord's Address. 5. Pay, as additional Rent. all other amounts due under this lease. 6. Pay a late charge of 5 percent of any Rent not received by Landlord by the tenth day of the month in which it is due. 7. Pay for all utility services used by Tenant, including water and electric. 8. Allow Landlord to enter the Premises to perform Landlord's obligations, inspect the Premises. and show the Premises to prospective purchasers or tenants. Page 2of8 9. Maintain the maintenance and lawn services for entire property as the majority lease holder. 10. Repair, replace. and maintain any part of the Premises that Landlord is not obligated to repair. replace. or maintain, normal wear accepted. 11. Repair any damage to the Premises caused by Tenant. 12. Submit in writing to Landlord any request for repairs. replacement. and maintenance that are the obligations of Landlord. 13. Maintain public liability insurance for the Premises and the conduct of Tenant's business, naming Landlord as an additional insured. in the amounts stated in the lease. 14. Maintain insurance on Tenant's personal property. 15. Deliver certificates of insurance to Landlord before the Commencement Date and thereafter when requested. 16. Indemnify, defend, and hold Landlord harmless from any loss, attorney's fees, court and other costs. or claims arising out of use of the Premises. 17. If requested. deliver to Landlord a financing statement perfecting the security interest created by this lease. 18. Vacate the Premises and return all keys to the Premises on termination of this lease. 19. On request, execute an estoppel certificate that states the Commencement Date and Termination Date of the lease, identifies any amendments to the lease, describes any rights to extend the Term or purchase rights. lists defaults by Landlord. and provides any other information reasonably requested. 20. Arrange with Landlord in advance for any heating. air-conditioning, or electrical needs in excess of the services provided by Landlord and pay for such additional services as billed by Landlord. B. Tenant agrees not to - 1. o -1. Use the Premises for any purpose other than that stated in the lease. 2. Create a nuisance. 3. Interfere with any other tenant's normal business operations or Landlord's Page 3 of 8 management of the building. 4. Use any part of the Premises, including the fenced yard, for storage. 5. Park or store any equipment on or around the Premises, or anywhere adjacent to Heritage Center Circle. 6. Use more than three (3) daily (not counting visitors) parking spaces, which are unassigned. 7. Permit any waste. 8. Use the Premises in any way that is extra hazardous, would increase insurance premiums, or would void insurance on the building. 9. Change Landlord's lock system. 10. Alter the Premises. 11. Allow a lien to be placed on the Premises. 12. Assign this lease or sublease any portion of the Premises without Landlord's written consent. C. Landlord agrees to - 1. Lease to Tenant the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. 2. Obey all laws, ordinances, orders, and rules and regulations applicable to the use. condition, and occupancy of the building. 3. Provide normal utility service connections to the building. 4. Repair. replace. and maintain the (a) root. (b) foundation, (c) Common Areas, (d) structural soundness of the exterior walls, doors. corridors, and windows, and (e) other structures or equipment serving the Premises. 5. hisure the building against all risks of direct physical loss in an amount equal to at least 90 percent of the full replacement cost of the same as of the date of the loss and liability: Tenant will have no claim to any proceeds of Landlord's insurance policy. 6. Return the Security Deposit to Tenant if any, less itemized deductions, if any. Page 4 of 8 within thirty days after the termination of this lease. 7. Subject to Paragraph A.7 of this Lease, provide the following services: (a) air conditioning and heating to the Premises reasonable for Tenant's Use (exclusive of air conditioning or heating for electronic data-processing or other specialized equipment); (b) hot and cold water for lavatory; (c) electric current for normal office machines and the building's standard lighting reasonable for Tenant's Use. D. Landlord agrees not to - 1. Interfere with Tenant's possession of the Premises as long as Tenant is not in default, except that Landlord has the right to show the space to prospective tenants. 2, Unreasonably withhold consent to a proposed assignment or sublease. E. Landlord and Tenant agree to the following: 1. Alterations. Any physical additions or improvements to the Premises made by Tenant will become the property of Landlord. Landlord may require that Tenant, at termination of this lease and at Tenant's expense, remove any physical additions and improvements, repair any alterations, and restore the Premises to the condition existing at the Commencement Date. normal wear excepted. 2. Abatement. Tenant's covenant to pay Rent and Landlord's covenants are independent. Except as otherwise provided, Tenant will not be entitled to abate Rent for any reason. 3. Release of Claims/Subrogation. Landlord and Tenant release each other from any claim, by subrogation or otherwise. for any damage to the Premises, the building or personal property within the building, by reason of fire or the elements, regardless of cause, including negligence of Landlord or Tenant. This release applies only to the extent that it is permitted by law. the damage is covered by insurance proceeds, and the release does not adversely affect any insurance coverage. 4. Notice to Insurance Companies. Landlord and Tenant will notify the issuing insurance companies of the release set forth in the preceding paragraph and will have the insurance policies endorsed, if necessary, to prevent invalidation of the insurance coverage. 5. Casualty/Total or Partial Destruction a. If the Premises are damaged by casualty and can be restored within ninety days. Landlord will, at its expense, restore the Premises to substantially the same condition that existed before the casualty. If Landlord fails to Page 5 of 8 complete restoration within ninety days from the date of written notification by Tenant to Landlord of the casualty, Tenant may terminate this lease by written notice to Landlord. b. If the Premises cannot be restored within ninety days, Landlord has an option to restore the Premises. If Landlord chooses not to restore, this lease will terminate. If Landlord chooses to restore, Landlord will notify Tenant of the estimated time to restore and give Tenant an option to terminate this lease by notifying Landlord within ten days. If Tenant does not terminate this lease. the lease will continue and Landlord will restore the Premises as provided in a. above. c. To the extent the Premises are untenantable after the casualty and the damage was not caused by Tenant. the Rent will be adjusted as may be fair and reasonable. 6. Condemnation/Substantial or Partial Taking a. If the Premises cannot be used for the purposes contemplated by this tease because of condemnation or purchase in lieu of condemnation, this lease will terminate. b. If there is a condemnation or purchase in lieu of condemnation and this lease is not terminated, Landlord will. at Landlord's expense, restore the Premises, and the Rent payable during the unexpired portion of the Term will be adjusted as may be fair and reasonable. c. Tenant will have no claim to the condemnation award or proceeds in lieu of condemnation. 7. Uniform Commercial Code. Tenant grants Landlord a security interest in Tenant's personal property now or subsequently located on the Premises. This lease is a security agreement under the Uniform Commercial Code. Landlord may file a copy of this lease as a financing statement or execute and file a financing statement on behalf of Tenant. 8. Default by Landlord/Events. Defaults by Landlord are failing to comply with any provision of this lease within thirty days after written notice and failing to provide Essential Services to Tenant within ten days after written notice. 9. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default are to sue for damages and, if Landlord does not provide an Essential Service within thirty days after default, terminate this lease. 10. Default by Tenant/Events. Defaults by Tenant are (a) failing to pay timely Rent. (b) abandoning or vacating a substantial portion of the Premises, and (c) failing to comply within ten days after written notice with any provision of this lease other than the defaults set forth in (a) and (b) above. Page 6 of 8 11. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default are to (a) enter and take possession of the Premises, after which Landlord may relet the Premises on behalf of Tenant and receive the rent directly by reason of the reletting, and Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (b) enter the Premises and perform Tenant's obligations: and (c) terminate this lease by written notice and sue for damages. Landlord may enter and take possession of the Premises by self-help, by picking or changing locks if necessary. and may lock out Tenant or any other person who may be occupying the Premises. until the default is cured, without being liable for damages. 12. Default/Waiver/Mitigation. It is not a waiver of default if the nondefaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this lease does not preclude pursuit of other remedies in this lease or provided by law. Landlord and Tenant have a duty to mitigate damages. 13. Security Deposit. If Tenant defaults. Landlord may use the Security Deposit to pay arrears of Rent. to repair any damage or injury, or to pay any expense or liability incurred by Landlord as a result of the default. 14. Holdover. If Tenant does not vacate the Premises following termination of this lease, Tenant will become a tenant at will and must vacate the Premises on receipt of notice from Landlord. No holding over by Tenant, whether with or without the consent of Landlord, will extend the Term. 15. Alternative Dispute Resolution. Landlord and Tenant agree to mediate in good faith before tiling a suit for damages. 16. Attorney's Fees. If either party retains an attorney to enforce this lease. the party prevailing in litigation is entitled to recover reasonable attorney's fees and court and other costs. 17. Venue. Venue is in the county in which the Premises are located. 18. Entire Agreement. This lease, together with the attached exhibits and riders, is the entire agreement of the parties. and there are no oral representations, warranties, agreements. or promises pertaining to this lease or to any expressly mentioned exhibits and riders not incorporated in writing in this lease. 19. Amendment of Lease. This lease may be amended only by an instrument in writing signed by Landlord and Tenant. 20. Limitation of Warranties. There are no implied warranties of merchantability, of fitness for a particular purpose, or of any other kind arising out of this lease, and there are no warranties that extend beyond those expressly stated in this lease. 21. Notices. Any notice required or permitted under this lease must be in writing. Any Pate 7 of 8 notice required by this lease will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service. postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this lease. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. 22. Abandoned Property. Landlord may retain. destroy, or dispose of any property left on the Premises at the end of the Term. 23. Special Provisions. a. Either Party may terminate the Lease by providing the other Party with Sixty (60) days written notice of termination. MINORI, LLC a Texas limited liability company HF2M, INC. a Texas corporation By: President Page 8 of 8 EXHIBIT "B" "Post -sale Lease" COMMERCIAL LEASE AGREEMENT This Commercial Lease Agreement (the "Lease") is made and entered into by and between Lessor CITY OF ROUND ROCK, TEXAS, a municipal corporation, (hereinafter referred to as "City") and Lessee MINORI, LLC (hereinafter referred to as "Lessee"). Date: , 2014 Lessor: CITY OF ROUND ROCK, TEXAS, a municipal corporation Lessor's Address: 221 East Main Street Round Rock, Texas 78664 Lessee: MINORI, LLC, a Texas limited liability company Lessee's Address: 910 Heritage Center Circle, Suite A Round Rock, Texas 78664 Leased Premises: The buildings located on Lots 3 and 4, Heritage Center, according to the map or plat thereof recorded in Cabinet F, Slide 294, of the Plat Records of Williamson County, Texas. Lease Commencement Date: , 2014. Lease Expiration Date: December 31, 2014 Lease Rent: Monthly Lease Rent $1.00 Permitted Uses: The Leased Premises shall be used solely as an office. ARTICLE I CONSIDERATION AND LEASE Consideration. The parties hereto expressly stipulate that this Lease is entered into in consideration of the sums of money recited herein, the use of the Leased Premises as recited herein, the value to City of ensuring occupancy and use of its property, and other good and valuable consideration given, the receipt and sufficiency all of which is hereby acknowledged. 00295500.DOC Leasing of Leased Premises. Subject to and upon the terms and conditions herein set forth, and in consideration of the duties, covenants and obligations of the other hereunder, City hereby leases to Lessee and Lessee hereby leases from City, the Leased Premises. The parties hereto expressly stipulate that the Lease Space is not a dwelling as defined in V.T.C.A., Property Code §92.001(1). ARTICLE II LESSEE REPRESENTATIONS Performance Representations by Lessee. Lessee hereby covenants and agrees to do the following: 1. Lease the Leased Premises for the Lease Term, on the terms and conditions enumerated herein, beginning on the Lease Commencement Date and ending on the Lease Expiration Date. 2. Accept the Leased Premises in their present condition, the Leased Premises being suitable "as is" for Lessee's intended use. 3. Arrange and be responsible for obtaining and paying for its own water, wastewater, gas, electric, cable TV, telephone and internet service; and obtaining any necessary hardware for the operation and maintenance of these services. 4. Pay the Lease Rent per month to City at its offices in Round Rock, Texas, or elsewhere within the United States as City may from time to time designate in writing, payable in advance in equal monthly installments on the fifth day of each full calendar month, in legal tender for the payment of public and private debts, without set-off or deduction, the sum of One Dollar and No/100 ($1.00). All payments of Lease Rent and other amounts becoming due and payable from Lessee to City under and in connection with this Lease may be made by delivering to City, at the then -applicable address provided for herein, Lessee's check in the amount of such payment, on or before the due date thereof under the terms of this Lease. 5. Pay a late charge of $25.00 if a monthly payment has not been paid by Lessee by the tenth (10th) day of the month in which it is due. 6. Pay for all utility services used by Lessee. 7. Maintain the Leased Premises clean and free of trash and debris. 2 8. Obey all laws, rules, regulations, and terms of this Lease and of the use, condition, and occupancy of the Leased Premises, including the rules and regulations of the building, if any, adopted by City from time to time. 9. Vacate the Leased Premises upon termination of this Lease, and surrender all keys to the Leased Premises. 10. Allow City to enter the Leased Premises to perform City's obligations, or to reasonably inspect the Leased Premises, or at reasonable times to show the Leased Premises to prospective purchasers or tenants. 11. Submit written notifications and/or requests to City relative to any events of consequence involving the Leased Premises. 12. Maintain general liability insurance for the Leased Premises, with City named as additional insured, in an amount acceptable to City. 13. Maintain appropriate insurance on Lessee's personal property located within the Leased Premises. 14. Upon written request, deliver certificates of insurance to City. 15. Indemnify, defend, and hold City harmless from any loss or claim arising out of Lessee's use of the Leased Premises or resulting from Lessee's failure to comply with applicable provisions of the Lease. 16. Upon request of City, execute an estoppel certificate stating the commencement and expiration dates of the Lease, identifying any amendments to the Lease, describing any rights to extend the Lease term, listing defaults, and providing any other related information reasonably requested. Prohibition Representations by Lessee. Lessee hereby covenants and agrees not to do the following: 1. Use the Leased Premises for purposes other than the Permitted Lease Use. 2. Create a nuisance. 3. Interfere with City's ownership or management of the building. 4. Permit any waste. 3 5. Use the Leased Premises in a way that is extra hazardous, that would increase insurance premiums, or that would void insurance on the building. 6. Change City's lock system, except as permitted in writing. 7. Alter the Leased Premises, except as provided herein or place any exterior sign on the Leased Premises, without City's consent, which consent shall not be unreasonably withheld. 8. Allow a lien to be placed on the Leased Premises. 9. Assign this Lease or sublet any portion of the Leased Premises without City's prior written consent. ARTICLE III CITY REPRESENTATIONS Performance Representations by Lessor City. City hereby covenants and agrees to do the following: 1. Lease the Leased Premises to Lessee for the Lease Initial Term, on the terms and conditions enumerated herein, beginning on the Lease Commencement Date (Initial Term) and ending on the Lease Expiration Date (Initial Term). 2. Obey all laws, rules, regulations, and terms of the Lease and of the use, condition, and occupancy of the Leased Premises. ARTICLE IV DEFAULT Default by Lessee 1. Default by Lessee shall be defined as (a) failing to timely pay the Lease Rent, or (b) failing to comply with any substantive provision of this Lease. 2. City's remedies for Lessee's default are to (a) enter and take possession of the Leased Premises; or (c) terminate this Lease by proper written notice and sue for damages. Default by City 1. Default by City shall be defined as (a) City failing to comply with applicable provisions of the Lease which constitute default; or (b) City failing to begin a 4 reasonable attempt to comply with any substantive provision of this Lease within ten (10) days of receiving proper written notice. 2. Lessee's remedies for City's default include termination of this Lease. It is not a waiver of default if the non -defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this Lease does not preclude pursuit of other remedies in this Lease or as provided by law. ARTICLE V USE OF LEASED PREMISES Use. Lessee shall use the Leased Premises only for office purposes and such reasonable rules and regulations as are imposed from time to time by City with respect to the Leased Premises. Any use of the Leased Premises which will affect the appearance of the building, exceed structural loads of floors or walls, affect the mechanical, plumbing or electrical systems of the building, must have City's prior written approval. Access. Lessee and its employees shall have access to the Leased Premises at all reasonable times. ARTICLE VI LESSEE OBLIGATIONS Lessee's Obligations. Lessee covenants and agrees that it will not injure the building or the Leased Premises but will take the same care thereof which a reasonably prudent person would take of his/her own property, and upon termination of this Lease, Lessee will surrender and deliver up the Leased Premises to City in as nearly identical condition the Leased Premises were in on the commencement date of this Lease; subject, however, and except for ordinary wear and tear and damage arising from fire or other casualty. Lessee agrees, at its cost and expense, to repair or replace any part of the Leased Premises damaged as a proximate result of negligent or wrongful acts or omissions of Lessee or its agents, employees, representatives, invitees, licensees or visitors and to repair damage to the building proximately caused by the negligence or wrongdoing of Lessee or its agents, employees or representatives acting within the scope of their agency, employment or representation; provided, however, that if Lessee should fail or refuse to make such repairs or replacements with reasonable promptness after written notice from City (having due regard to the nature of the required repairs or replacements and the effect of delay in making same on the appearance of the building or danger of injury to or interferences with others), then City may, at its option but without any 5 obligation to do so, enter the Leased Premises and make such repairs or replacements on the Leased Premises, should they be required, and Lessee shall repay the actual costs thereof upon demand. ARTICLE VII ALTERATIONS BY LESSEE Alterations by Lessee. Lessee shall not make any alterations to or additions to the building or Leased Premises without City's prior written consent to and approval thereof. Alterations Required by Accessibility Laws. Lessee is responsible for making any alterations, additions, or improvements to the Leased Premises that are mandated by accessibility legal requirements. The allocation of responsibility to Lessee for compliance with accessibility legal requirements with respect to the Leased Premises is a material inducement for the parties to enter this Lease. City's Rights upon Termination of Lease. All of Lessee's improvements, fixtures and equipment of every description (unless such improvements, fixtures and equipment are removable without damage to the Leased Premises), any alterations or additions to the Leased Premises including those made with written consent, and any other article incorporated in or permanently affixed to the floor, wall or ceiling of the Leased Premises, shall become the property of City and shall be and remain upon and be surrendered with the Leased Premises as a part thereof at the termination of this Lease, Lessee hereby waiving all rights to any payment or compensation therefor. In the event City requests that Lessee remove any of Lessee's removable fixtures, equipment or property located in or about the Leased Premises or the building at the termination of this Lease, Lessee shall promptly remove same at its sole risk, cost and expense, and upon Lessee's failure to remove same, City may remove same at Lessee's expense. ARTICLE VIII COMPLIANCE WITH LAWS Lessee's Compliance with Laws. Lessee will at its own cost and expense comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or promulgated by other agencies or bodies having jurisdiction thereof) relating to the use, condition or occupancy of the Leased Premises, and will not engage in any activity which would cause City's fire and extended coverage insurance to be canceled or the rate therefor to be increased over the rate which would have been charged had such activity not been engaged in by Lessee (or in such event, at Lessee's option, Lessee will pay the amount of any such increase). 6 ARTICLE IX WAIVERS AND INDEMNITY Waiver of Implied Warranty of Suitability. City disclaims any warranty of suitability that may otherwise have arisen by operation of law. City does not warrant that there are no latent defects on or in the Leased Premises that are vital to Lessee's using the Leased Premises for their intended office use and the Leased Premises will remain in a suitable condition. Lessee leases the Leased Premises "as is," whether suitable or not, and waives the implied warranty of suitability. Lessee's General Indemnity. Lessee will indemnify and hold City harmless against any claims, demands, damages, costs, and expenses, including reasonable attorney's fees, for defending claims and demands arising from the conduct or management of Lessee's businesses on the Leased Premises or its use of the Leased Premises, or from any breach on Lessee's part of any conditions of this Lease, or from any act or negligence of Lessee, its officers, agents, contractors, employees, subtenants, or invitees in or about the Leased Premises. In case of any action or proceeding brought against the City by reason of any such claim, Lessee, on notice from City, will defend the action or proceeding by counsel acceptable to City. ARTICLE X MISCELLANEOUS Miscellaneous Provisions. The parties hereto agree as follows: 1. Binding Effect. The covenants and agreements herein contained shall inure to and be binding upon City, its successors and assigns, and Lessee, its successors and assigns; provided such reference to assigns is not intended to imply or grant any right on the part of either party to assign this Lease. 2. Casualty/Total or Partial Destruction. If the Leased Premises are damaged by casualty, the City may, at its sole option, choose not to restore the Leased Premises. In that case, this Lease agreement will terminate. 5. Condemnation/Substantial or Partial Taking. If the Leased Premises cannot be used for the purposes contemplated by this Lease because of condemnation or purchase in lieu of condemnation, then this Lease will terminate. Lessee shall have no claim to the condemnation award or proceeds in lieu of condemnation. 6. No Arbitration. In the event of any dispute regarding terms or performance of terms of this Lease, it is agreed by all parties that such dispute shall not be subject to arbitration. 7 7. Limitation of Warranties. There are no implied warranties of merchantability, of fitness for a particular purpose, or of any other kind arising out of this Lease, and there are no warranties that extend beyond those expressly stated in this Lease. 8. Abandoned Property. City may retain, destroy, or dispose of any property left and abandoned on the Leased Premises at the end of the Lease term. 9. Severability Clause. If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than such as to which it shall have been invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law. 10. Notices. Any notice or communication to parties required or permitted to be given under this Lease shall be effectively given only if in writing and such notice shall be considered received three (3) days after depositing such notice in the U.S. registered or certified mails, postage prepaid, return receipt requested, or by commercial overnight courier service, addressed as follows: (a) If addressed to Lessor City: City of Round Rock, Texas 221 East Main Street Round Rock, TX 78664 Attention: City Manager With a copy to: Stephan L. Sheets 309 East Main Street Round Rock, TX 78664 (b) If addressed to Lessee Minori, LLC 910 Heritage Center Circle, Suite A Round Rock, Texas 78664 8 With a copy to: Tom Groce General Counsel HF2M, Inc. 910 Heritage Center Circle, Suite A Round Rock, Texas 78664 provided, however, that any party shall have the right to change the address to which notices shall thereafter be sent by giving notice to the other party as aforesaid, but not more than two addresses shall be in effect at any given time for City and Lessee hereunder. 11. Attorneys' Fees. In the event of litigation between City and Lessee wherein one or both parties is seeking to enforce any right or remedy hereunder, the prevailing party shall be entitled to recover its reasonable attorneys' fees incurred in connection with such litigation from the other party. 12. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the state of Texas, and venue shall lie in Williamson County, Texas. 13. Incorporation of Exhibits. All exhibits, schedules and attachments referred to in this Lease are hereby incorporated by reference for all purposes as fully as if set forth at length herein. This Lease constitutes the entire agreement of the parties with respect to the subject mater hereof, and all prior correspondence, memoranda, agreements or understandings (written or oral) with respect hereto are merged into and superseded by this Lease. This Lease is executed and delivered effective as of the date and year first above written. (SIGNATURES ON FOLLOWING PAGES) 9 APPROVED AS TO FORM: Stephan L. Sheets, City Attorney LESSOR CITY OF ROUND ROCK, TEXAS a municipal corporation By: Alan McGraw, Mayor LESSEE a Texas non-profit corporation By: Name: Title: Date: 10 • COMMERCIAL LEASE AGREEMENT This Commercial Lease Agreement (the "Lease") is made and entered into by and between Lessor CITY OF ROUND ROCK, TEXAS, a municipal corporation, (hereinafter referred to as "City") and Lessee MINORI, LLC (hereinafter refereed to as"Lessee"). • Date: June /8 , 2014 Lessor: CITY OF ROUND ROCK,TEXAS, a municipal corporation Lessor's Address: 221 East Main Street Round Rock, Texas 78664 Lessee: MINORI, LLC, a Texas limited liability company Lessee's Address: 910 Heritage Center Circle, Suite A Round Rock,Texas 78664 Leased Premises: The buildings located on Lots 3 and 4, Heritage Center, according to the map or plat thereof recorded in Cabinet F, Slide 294, of the Plat Records of Williamson County,Texas. Lease Commencement Date: June /8 , 2014. Lease Expiration Date: December 31, 2014 Lease Rent: Monthly Lease Rent$1.00 Permitted Uses: The Leased Premises shall be used solely as an office. ARTICLE I CONSIDERATION AND LEASE •• • Consideration. The parties hereto expressly stipulate that this Lease is entered into in consideration of the sums of money recited herein, the use of the Leased Premises as recited herein, the value to City of ensuring occupancy and use of its property, and other good and valuable consideration given, the receipt and sufficiency all of which is hereby acknowledged. Commerical Lease CORR&Minori_final copy 06.02.14 Leasing of Leased Premises. Subject to and upon the terms and conditions herein set forth, and in consideration of the duties, covenants and obligations of the other hereunder, City hereby leases to Lessee and Lessee hereby leases from City, the Leased Premises. The parties hereto expressly stipulate that the Lease Space is not a dwelling as defined in V.T.C.A., Property Code §92.001(1). ARTICLE II LESSEE REPRESENTATIONS Performance Representations by Lessee. Lessee hereby covenants and agrees to do the following: 1. Lease the Leased Premises for the Lease Term, on the terms and conditions enumerated herein, beginning on the Lease Commencement Date and ending on the Lease Expiration Date. 2. Accept the Leased Premises in their present condition, the Leased Premises being suitable"as is"for Lessee's intended use. 3. Arrange and be responsible for obtaining and paying for its own water, wastewater, gas, electric, cable TV, telephone and internet service; and obtaining any necessary hardware for the operation and maintenance of these services. 4. Pay the Lease Rent per month to City at its offices in Round Rock, Texas, or elsewhere within the United States as City may from time to time designate in writing, payable in advance in equal monthly installments on the fifth day of each full calendar month, in legal tender for the payment of public and private debts, without set-off or deduction, the sum of One Dollar and No/100 ($1.00). All payments of Lease Rent and other amounts becoming due and payable from Lessee to City under and in connection with this Lease may be made by delivering to City, at the then-applicable address provided for herein, Lessee's • check in the amount of such payment, on or before the due date thereof under the terms of this Lease. 5. Pay a late charge of$25.00 if a monthly payment has not been paid by Lessee by the tenth(10`x') day of the month in which it is due. 6. Pay for all utility services used by Lessee. 7. Maintain the Leased Premises clean and free of trash and debris. • 2 8. Obey all laws, rules, regulations, and terms of this Lease and of the use, condition, and occupancy of the Leased Premises, including the rules and regulations of the building, if any, adopted by City from time to time. 9. Vacate the Leased Premises upon termination of this Lease, and surrender all keys to the Leased Premises. 10. Allow City to enter the Leased Premises to perform City's obligations, or to reasonably inspect the Leased Premises, or at reasonable times to show the Leased Premises to prospective purchasers or tenants. 11. Submit written notifications and/or requests to City relative to any events of consequence involving the Leased Premises. 12. Maintain general liability insurance for the Leased Premises, with City named as additional insured,in an amount acceptable to City. 13. Maintain appropriate insurance on Lessee's personal property located within the Leased Premises. 14. Upon written request, deliver certificates of insurance to City. 15. Indemnify, defend, and hold City harmless from any loss or claim arising out of Lessee's use of the Leased Premises or resulting from Lessee's failure to comply with applicable provisions of the Lease. 16. Upon request of City, execute an estoppel certificate stating the commencement and expiration dates of the Lease, identifying any amendments to the Lease, describing any rights to extend the Lease term, listing defaults, and providing any other related information reasonably requested. Prohibition Representations by Lessee. Lessee hereby covenants and agrees not to do the following: 1. Use the Leased Premises for purposes other than the Permitted Lease Use. 2. Create a nuisance. 3. Interfere with City's ownership or management of the building. 4. Permit any waste. 3 ' I 5. Use the Leased Premises in a way that is extra hazardous, that would increase • insurance premiums, or that would void insurance on the building.. 6. Change City's lock system, except as permitted in writing. 7. Alter the Leased Premises, except as provided herein or place any exterior sign on the Leased Premises, without City's consent, which consent shall not be unreasonably withheld. 8. Allow a lien to be placed on the Leased Premises. 9. Assign this Lease or sublet any portion of the Leased Premises without City's prior written consent. • ARTICLE III CITY REPRESENTATIONS Performance Representations by Lessor City. City hereby covenants and agrees to do the following: 1. Lease the Leased Premises to Lessee for the Lease Initial Term, on the terms and conditions enumerated herein, beginning on the Lease Commencement Date (Initial Term) and ending on the Lease Expiration Date (Initial Term). 2. Obey all laws, rules,regulations, and terms of the Lease and of the use, condition, and occupancy of the Leased Premises. ARTICLE IV DEFAULT • Default by Lessee 1. Default by Lessee shall be defined as (a) failing to timely pay the Lease Rent, or (b) failing to comply with any substantive provision of this Lease. 2. City's remedies for Lessee's default are to (a) enter and take possession of the Leased Premises; or (c) terminate this Lease by proper written notice and sue for damages. Default by City 1. Default by City shall be defined as (a) City failing to comply with applicable provisions of the Lease which constitute default; or (b) City failing to begin a 4 •1 reasonable attempt to comply with any substantive provision of this Lease within ten(10) days of receiving proper written notice. 2. Lessee's remedies for City's default include termination of this Lease. •It is not a waiver of default if the non-defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this Lease does not preclude pursuit of other remedies in this Lease or as provided by law. ARTICLE V USE OF LEASED PREMISES Use. Lessee shall use the Leased Premises only for office purposes and such reasonable rules and regulations as are imposed from time to time by City with respect to the Leased Premises. Any use of the Leased Premises which will affect the appearance of the building, exceed structural loads of floors or walls, affect the mechanical,plumbing or electrical systems of the building,must have City's prior written approval. Access. Lessee and its employees shall have access to the Leased Premises at all reasonable times. ARTICLE VI LESSEE OBLIGATIONS Lessee's Obligations. Lessee covenants and agrees that it will not injure the building or the Leased Premises but will take the same care thereof which a reasonably prudent person would take of his/her own property, and upon termination of this Lease, Lessee will surrender and deliver up the Leased Premises to City in as nearly identical condition the Leased Premises were in on the commencement date of this Lease; subject, however, and except for ordinary wear and tear and damage arising from fire or other casualty. Lessee agrees, at its cost and expense, to repair or replace any part of the Leased Premises damaged as a proximate result of negligent or wrongful acts or omissions of Lessee or its agents, employees, representatives, invitees, licensees or visitors and to repair damage to the building proximately caused by the negligence or wrongdoing of Lessee or its agents, employees or representatives acting within the scope of their agency, employment • or representation; provided, however, that if Lessee should fail or refuse to make such repairs or replacements with reasonable promptness after written notice from City (having due regard to the nature of the required repairs or replacements and the effect of delay in making same on the appearance of the building or danger of injury to or interferences with others), then City may, at its option but without any 5 obligation to do so, enter the Leased Premises and make such repairs or replacements on the Leased Premises, should they be required, and Lessee shall repay the actual costs thereof upon demand. ARTICLE VII ALTERATIONS BY LESSEE Alterations by Lessee. Lessee shall not make any alterations to or additions to the building or Leased Premises without City's prior written consent to and approval thereof. Alterations Required by Accessibility Laws. Lessee is responsible for making any alterations, additions, or improvements to the Leased Premises that are mandated by accessibility legal requirements. The allocation of responsibility to Lessee for compliance with accessibility legal requirements with respect to the Leased Premises is a material inducement for the parties to enter this Lease. City's Rights upon Termination of Lease. All of Lessee's improvements, fixtures and equipment of every description (unless such improvements, fixtures and equipment are removable without damage to the Leased Premises), any alterations or additions to the Leased Premises including those made with written consent, and any other article incorporated in or permanently affixed to the floor, wall or ceiling of the Leased Premises, shall become the property of City and shall be and remain upon and be surrendered with the Leased Premises as a part thereof at the termination of this Lease, Lessee hereby waiving all rights to any payment or compensation therefor. In the event City requests that Lessee remove any of Lessee's removable fixtures, equipment or property located in or about the Leased Premises or the building at the termination of this Lease, Lessee shall promptly remove same at its sole risk, cost and expense, and upon Lessee's failure to remove same, City may remove same at Lessee's expense. ARTICLE VIII COMPLIANCE WITH LAWS Lessee's Compliance with Laws. Lessee will at its own cost and expense comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or promulgated by other agencies or bodies having jurisdiction thereof) relating to the use, condition or occupancy of the Leased Premises, and will not engage in any activity which would cause City's fire and extended coverage insurance to be canceled or the rate therefor to be increased over the rate which would have been charged had such activity not been engaged in by Lessee (or in such event, at Lessee's option, Lessee will pay the amount of any such increase). 6 ARTICLE IX WAIVERS AND INDEMNITY Waiver of Implied Warranty of Suitability. City disclaims any warranty of suitability • that may otherwise have arisen by operation of law. City does not warrant that there are no latent defects on or in the Leased Premises that are vital to Lessee's using the Leased Premises for their intended office use and the Leased Premises will remain in a suitable condition. Lessee leases the Leased Premises "as is," whether suitable or not, and waives the implied warranty of suitability. Lessee's General Indemnity. Lessee will indemnify and hold City harmless against any claims, demands, damages, costs, and expenses, including reasonable attorney's fees, for defending claims and demands arising from the conduct or management of Lessee's businesses on the Leased Premises or its use of the Leased Premises, or from any breach on Lessee's part of any conditions of this Lease, or from any • act or negligence of Lessee, its officers, agents, contractors, employees, subtenants, or invitees in or about the Leased Premises. In case of any action or proceeding brought against the City by reason of any such claim, Lessee, on notice from City, will defend the action or proceeding by counsel acceptable to City. ARTICLE X MIS CELLANEOUS Miscellaneous Provisions. The parties hereto agree as follows: 1. Binding Effect. The covenants and agreements herein contained shall inure to • and be binding upon City, its successors and assigns, and Lessee, its successors and assigns; provided such reference to assigns is not intended to imply or grant any right on the part of either party to assign this Lease. 2. Casualty/Total or Partial Destruction. If the Leased Premises are damaged by casualty, the City may, at its sole option, choose not to restore the Leased Premises. In that case,this Lease agreement will terminate. 5. Condemnation/Substantial or Partial Taking. If the Leased Premises cannot be used for the purposes contemplated by this Lease because of condemnation or purchase in lieu of condemnation, then this Lease will terminate. Lessee shall • have no claim to the condemnation award or proceeds in lieu of condemnation. 6. No Arbitration. In the event of any dispute regarding terms or performance of terms of this Lease, it is agreed by all parties that such dispute shall not be subject to arbitration. 7 . • 7. Limitation of Warranties. There are no implied warranties of merchantability, of fitness for a particular purpose, or of any other kind arising out of this Lease, and there are no warranties that extend beyond those expressly stated in this Lease. 8. Abandoned Property. City may retain, destroy, or dispose of any property left and abandoned on the Leased Premises at the end of the Lease term. • 9. Severability Clause. If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than such as to which it shall have been invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law. 10. Notices. Any notice or communication to parties required or permitted to be given under this Lease shall be effectively given only if in writing and such notice shall be considered received three (3) days after depositing such notice in the U.S. !•: registered or certified mails, postage prepaid, return .receipt requested, or by commercial overnight courier service, addressed as follows: (a) If addressed to Lessor City: Y: City of Round Rock,Texas 221 East Main Street Round Rock,TX 78664 Attention: City Manager With a copy to: Stephan L. Sheets 309 East Main Street Round Rock,TX 78664 (b) If addressed to Lessee Minori, LLC 910 Heritage Center Circle, Suite A Round Rock,Texas 78664 8 With a copy to: Tom Groce General Counsel HF2M, Inc. 910 Heritage Center Circle, Suite A Round Rock, Texas 78664 provided, however, that any party shall have the right to change the address to which notices shall thereafter be sent by giving notice to the other party as aforesaid, but not more than two addresses shall be in effect at any given time for City and Lessee hereunder. 11. Attorneys' Fees. In the event of litigation between City and Lessee wherein one or both parties is seeking to enforce any right or remedy hereunder, the prevailing party shall be entitled to recover its reasonable attorneys' fees incurred in connection with such litigation from the other party. 12. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the state of Texas, and venue shall lie in Williamson County, Texas. 13. Incorporation of Exhibits. All exhibits, schedules and attachments referred to in this Lease are hereby incorporated by reference for all purposes as fully as if set forth at length herein. This Lease constitutes the entire agreement of the parties with respect to the subject mater hereof, and all prior correspondence, memoranda, agreements or understandings (written or oral) with respect hereto are merged into and superseded by this Lease. This Lease is executed and delivered effective as of the date and year first above written. (SIGNATURES ON FOLLOWING PAGES) 9 . LESSOR CITY OF ROUND ROCK,TEXAS a municipal corporation By: OP) A...------ . Alan McGraw, Mayor Date: June_L$ . 2014 APP' I VED AS ,O FORM: L41,_.: . -....._, StephAL. Sheets, City Attorney LESSEE MINOR', LLC a Texas non-profit corporation By\ „ ��!!_om.' . illai4rrsllill\ Title: 'oleo'. i • ' : to. to— d. Date: June ( , 2014 10 i