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R-80-317 - 8/14/1980WHEREAS, the City owns.a small office building located at 105 S. Lampasas, and WHEREAS, at the present time no City personnel are located in the building, and WHEREAS, Slayton Sales Co., Inc. has expressed an inter- est in leasing the building, and WHEREAS, the Council desires to enter into a lease agreement with Slayton Sales Co., Inc., 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 lease agreement with Slayton Sales Co., Inc., a copy of said lease being attached hereto and incorporated herein for all purposes. RESOLVED this 14th day of August 4 1980. ATTEST: ". RESOLUTION NO. �i 7 LAND, C'ty Secretary N, •yor ty of Round Rock, Texas LEASE AGREEMENT This'Lease Agreement is made and entered into this day of 1980 by and between the City of Round Rock, a municipal corporation, hereinafter referred to as Lessor, and Slayton Sales Co., Inc., hereinafter referred to as Lessee. In consideration of the mutual covenants and agreements herein set forth, and other good and valuable consideration, Lessor does hereby demise and lease to Lessee, and Lessee does hereby lease from Lessor, the building located at 201 S. Lampasas Street, Round Rock, Texas, and outlined in red on Exhibit A attached hereto and hereinafter called the "leased premises." The leased premises will include the parking space as outlined on the attached exhibit and no other. ARTICLE I TERM The term of this lease shall be one (1) year commencing on September 1, 1980, and ending on August 31, 1981, unless sooner terminated as herein provided. ARTICLE II RENT Lessee will pay to Lessor, at the office of the Build- ing, as rent for the leased premises, the sum of $150.00 each month, from the commencement of the term of this lease and continuing for the number of months in the term payable, without notice, in advance on the first day of each month. Rent for any fractional month at the beginning or end of the lease term shall be prorated. ARTICLE III USE OF PREMISES Lessee will use the leased premises only for office purposes, unless Lessor shall give Lessee prior written con- sent for a different use. In connection with its use of and activities in and about the leased premises and the Building, Lessee, at its expense, will comply, and will cause its employees, agents, and invitees to comply with all applicable laws and ordinances, with all applicable rules and regula- tions of governmental agencies. Provided Lessee has performed all of the terms, covenants, agreements, and conditions of this lease, including the payment of rent, to be performed by Lessee, Lessee shall peaceably and quietly hold and enjoy the premises for the term hereof, without hinderance from Lessor, subject to the terms and conditions of this lease. ARTICLE IV MAINTENANCE AND SURRENDER Condition of Premises 4.01. Lessee acknowledges that its acceptance of posses- sion of the leased premises constitutes a conclusive admis- sion that it has inspected the leased premises and has found them in good condition and repair and in all respects in accordance with the plans and specifications previously ap- proved by Lessee. Maintenance 4.02. Lessee shall throughout the lease term maintain the leased premises and keep them free from waste or nui- sance, and shall deliver up the premises in a clean and sanitary condition at the termination of this lease in good repair and condition, reasonable wear and tear and damage by fire, tornado, or other casualty excepted. In the event Lessee should neglect to reasonably maintain the leased prem- ises, Lessor shall have the right, but not the obligation, to cause repairs or corrections to be made, and any reasonable costs therefor shall be payable by Lessee to Lessor as additional rental on the next rental installment date. ARTICLE V OBLIGATIONS OF LESSOR AND LESSEE Taxes on Lessee's Property 5.01. Lessee shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Lessee in the premises. If any such taxes for which Lessee is liable are levied or assessed against Lessor or Lessor's property and if Lessor elects to pay the same or if the assessed value of Lessor's property is increased by inclusion of personal property, furniture, or fixtures placed by Lessee in the premises, and Lessor elects to pay the taxes based on such increase, Lessee shall pay to Lessor upon demand that part of such taxes for which Lessee is primarily liable hereunder. Alterations, Additions, and Improvements 5.02. Lessee shall not make any alterations, additions, or improvements to the leased premises without the prior written consent of Lessor. Consent for nonstructural altera- tions, additions, or improvements shall not be unreasonably withheld by Lessor. Lessee shall have the right at all times to erect or install furniture and fixtures provided that Lessee complies with all applicable governmental laws, ordi- nances, and regulations. Lessee shall have the right to remove at the termination of this lease such items so in- stalled, provided Lessee is not in default; however, Lessee shall, prior to the termination of this lease, repair any damage caused by such removal. All alterations, additions, or improvements made by Les- see shall become the property of Lessor at the termination of this lease; however, Lessee shall promptly remove, if Lessor so elects, all alterations, additions, and improvements, and any other property placed in the premises by Lessee, and Lessee shall repair any damage caused by such removal. Damage or Destruction 5.03. If the Building or the leased premises should be totally destroyed by fire, tornado, or other casualty, or if they should be so damaged that rebuilding or repairs cannot reasonably be completed within sixty (60) working days from the date of the occurrence of the damage, this lease shall terminate and rent shall be abated for the unexpired portion of this lease, effective as of the date of said occurrence. Inspection 5.04. Lessor or its officers, agents, and representa- tives shall have the right to enter into and upon any and all - 2 - parts of premises at all reasonable hours to (a) inspect same or clean or make repairs or alterations or additions as Lessor may deem necessary (but without any obligations to do so, except as expressly provided for herein), or (b) show the premises to prospective tenants, purchasers, or lenders; and Lessee shall not be entitled to any abatement or reduction of rent by reason thereof, nor shall such be deemed to be an actual or constructive eviction. Mechanic's Lien 5.05. Lessee will not permit any mechanics' lien or liens to be placed upon the premises or the Building or improvements thereon during the term hereof, and in case of the filing of any such lien Lessee will promptly pay same. If default in payment thereof shall continue for twenty (20) days after written notice thereof from Lessor to Lessee, the Lessor shall have the right and privilege at Lessor's option of paying the same or any portion thereof without inquiry as to the validity thereof, and any amounts so paid, including expenses and interest, shall be so much additional indebted- ness hereunder due from Lessee to Lessor and shall be repaid to Lessor immediately on rendition of bill therefor, together with interest at ten percent (10 %) per annum until repaid. ARTICLE VI INDEMNITY Lessee agrees to indemnify and hold Lessor harmless against any and all claims, demands, damages, costs and expenses, including reasonable attorney's fees for the de- fense thereof, arising from the conduct or management of Lessee's business or its use of the leased premises or from any breach on the part of Lessee of any conditions of this lease, or from any act or negligence of Lessee, its agents, contractors, employees, subtenants, guests, or invitees in or about the leased premises. In case of any action or proceed- ing brought against Lessor by reason of any such claim, Lessee, upon notice from Lessor, covenants to defend such action or proceeding by counsel acceptable to Lessor. ARTICLE VII ASSIGNMENT AND SUBLEASE Assignment and Subletting by Lessee 7.01. Lessee shall not have the right to assign this lease or to sublet the leased premises, or any part thereof. ARTICLE VIII DEFAULT Events of Default 8.01. The following events shall be deemed to be events of default by Lessee under this lease: (a) Lessee shall fail to pay any installment of the rent hereby reserved and such failure shall continue for a period of ten (10) days. (b) Lessee shall fail to comply with any term, provi- sion, or covenant of this lease, other than the payment of rent, and shall not cure such failure within twenty (20) days after written notice thereof to Lessee. - 3 - (c) Lessee shall make an assignment for the benefit of creditors. (d) Lessee shall file a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; or Lessee shall be adjudged bankrupt or insolvent in proceedings filed against Lessee thereunder and such adjudica- tion shall not be vacated or set aside or stayed within the time permitted by law. (e) A receiver or trustee shall be appointed for all or substantially all of the assets of Lessee and such receiver- ship shall not be terminated or stayed within the time permitted by law. (f) Lessee shall desert or vacate any substantial por- tion of the premises for a period of five (5) or more days. Remedies 8.02. Upon the occurrence of any event of default speci- fied in Section 8.01 hereof, Lessor shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: (a) Terminate this lease in which event Lessee shall immediately surrender the premises to Lessor, and if Lessee fails to do so, Lessor may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession and expel or remove Lessee and any other person who may be occupying said prem- ises or any part thereof, by force if necessary, without being liable for prosecution or any claim of damages there- for; and Lessee agrees to pay to Lessor on demand the amount of all loss and damage which Lessor may suffer by reason of such termination, whether through inability to relet the premises on satisfactory terms or otherwise. (b) Enter upon and take possession of the premises and expel or remove Lessee and any other person who may be occupying the premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor, and if Lessor so elects, relet the premises on such terms as Lessor shall deem advisable and receive the rent thereof; and Lessee agrees to pay to Lessor on demand any deficiency that may arise by reason of such reletting. (c) Enter upon the premises by force if necessary, without being liable for prosecution or any claim for damages therefor, and do whatever Lessee is obligated to do under the terms of this lease; and Lessee agrees to reimburse Lessor on demand for any expenses which Lessor may incur in thus effecting compliance with Lessee's obligations under this lease, and Lessee further agrees that Lessor shall not be liable for any damages resulting to Lessee from such action. No reentry or taking possession of the premises by Lessor shall be construed as an election on its part to terminate this lease, unless a• written notice of such intention be given to Lessee. Notwithstanding any such reletting or re- entry or taking possession, Lessor may at any time thereafter elect to terminate this lease for a previous default. Pursuit of •any of the foregoing remedies shall not preclude pursuit - 4 - of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Lessor hereunder or of any damages accruing to Lessor by reason of the violation of any of the terms, provisions, and covenants herein contained. Lessor's acceptance of rent following an event of default hereunder shall not be con- strued as Lessor's waiver of such event of default. No waiver by Lessor of any violation or breach of any of the terms, provisions, and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions, and covenants herein contained. Forbearance by Lessor to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. The loss or damage that Lessor may suffer by reason of termination of this lease or the deficiency from any reletting as provided for above shall include the expense of repossession and any repairs or remodeling undertaken by Lessor following possession. Should Lessor at any time termi- nate this lease for any default, in addition to any other remedy Lessor may have, Lessor may recover from Lessee all damages Lessor may incur by reason of such default, including cost of recovering the premises and the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this lease for the remainder of the stated term over the then reasonable rental value of the premises for the remainder of said term, all of which amounts shall be immediately payable from Lessee to Lessor. Surrender of Premises 8.03. No act or thing done by the Lessor or its agents during the term hereby granted shall be deemed an acceptance of a surrender of the premises, and no agreement to accept a surrender of the premises shall be valid unless the same be made in writing and subscribed by Lessor. Lessor's Lien 8.04. In addition to the statutory Lessor's lien, Lessor shall have, at all times, a valid security interest to secure payment of all rentals and other sums of money becoming due hereunder from Lessee, and to secure payment of any damages or loss which Lessor may suffer by reason of the breach by Lessee of any covenant, agreement, or condition contained herein, upon all goods, wares, equipment, fixtures, furni- ture, improvements, and other personal property of Lessee presently or.which may hereafter be situated on the premises, and all proceeds therefrom, and such property shall not be removed therefrom without the consent of Lessor until all arrearages in rent as well as any and all other sums of money then due to Lessor hereunder shall first have been paid and discharged and all the covenants, agreements, and conditions hereof have been fully complied with and performed by Lessee. Upon the occurrence of an event of default by Lessee, Lessor may, in addition to any other remedies provided herein, after giving reasonable notice of the intent to take possession and giving an opportunity for a hearing thereon, enter upon the premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements, and other per- sonal property of Lessee situated on the premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Lessee reasonable notice of the time and place of any public sale or of the time after which - 5 - any private sale is to be made, at which sale the Lessor or its assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Lessee reasonable notice, the requirement of reasonable notice shall be met if such notice is given at least five (5) days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, hold- ing, and selling of the property (including reasonable attor- ney's fees and other expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this section. Any surplus shall be paid to Lessee or as otherwise required by law; and the Lessee shall pay any deficiencies forthwith. Upon request by Lessor, Lessee agrees to execute and deliver to Lessor a financing statement in form sufficient to perfect the security interest of Lessor in the aforementioned property and proceeds thereof under the provisions of the Uniform Commercial Code in force in the State of Texas. The statutory lien for rent is not hereby waived, the security interest herein granted being in addi- tion and supplementary thereto. ARTICLE IX MISCELLANEOUS Holding Over 9.01. Should Lessee, or any of its successors in inter- est, hold over the premises, or any part thereof, after the expiration of the term of this lease, unless otherwise agreed in writing, such holding over shall constitute and be con- strued as tenancy from month to month only, at a rental equal to the rent payable for the last month of the term of this lease plus fifty percent (50 %) of such amount. The inclusion of the preceding sentence shall not be construed as Lessor's consent for Lessee to hold over. Notices and Addresses 9.02. All notices provided to be given under this agree- ment shall be given by certified mail or registered mail, ad- dressed to the proper party, at the following address: Lessor: Lessee: City of Round Rock 214 E. Main Round Rock, Texas 78664 Attention: City Manager Slayton Sales Co., Inc. Round Rock, Texas 78664 Gender 9.03. Words of any gender used in this lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. Parties Bound 9.04. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this agreement. - 6 - Texas Law to Apply 9.05. This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Legal Construction 9.06. In case any one or more of the provisions con- tained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such inva- lidity, illegality, or unenforceability shall not affect any other provision thereof and this agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded 9.07. This agreement constitutes the sole and only agree- ment of the parties hereto and supersedes any prior under- standings or written or oral agreements between the parties respecting the within subject matter. Amendment 9.08. No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and duly executed by the parties hereto. Joint and Several Liability 9.09. If there be more than one Lessee, the obligations hereunder imposed upon Lessee shall be joint and several. If there be a guarantor of Lessee's obligations hereunder, the obligations hereunder imposed upon Lessee shall be the joint and several obligations of Lessee and such guarantor and Lessor need not first proceed against the Lessee hereunder before proceeding against such guarantor, nor shall any such guarantor be released from its guaranty for any reason whatso- ever, including without limitation, in case of any amendments hereto, waivers hereof or failure to give such guarantor any notices hereunder. Rights and Remedies Cumulative 9.10. The rights and remedies provided by this lease agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. waiver of Default 9.11. No waiver by the parties hereto of any default or breach of any term, condition, or covenant of this lease shall be deemed to be waiver of any other breach of the same or any other term, condition, or covenant contained herein. Attorney's Fees 9.12. In the event Lessor or Lessee breaches any of the terms of this agreement whereby the party not in default - 7 - employs attorneys to protect or enforce its rights hereunder and prevails, then the defaulting party agrees to pay the other party reasonable attorneys' fees so incurred by such other party. Force Majeure 9.13. Neither Lessor nor Lessee shall be required to perform any term, condition, or covenant in this lease so long as such performance is delayed or prevented by force majeure, which shall mean acts of God, strikes, lockouts, material or labor restrictions by any governmental authority, civil riot, floods, and any other cause not reasonably within the control of Lessor or Lessee and which by the exercise of due diligence Lessor or Lessee is unable, wholly or in part, to prevent or overcome. Time of Essence 9.14. Time is of the essence of this agreement. IN WITNESS WHEREOF, the undersigned Lessor and Lessee hereto execute this agreement as of the day and year first above written. LESSOR CITY OF R ROC By Y' rry L. Tonn, Mayor LESSEE SLAYTON SALES CO., INC. By - 8 - Cecil Slayton, President ' EGEND: POWER POLE ®•= FLAG. POLE QW = WATER METER © = GAS METER QM = MAIL BOX 1-44-2 PRIVACY FENCE n u a ASPHALT SURFACE . Q • 1 _ — N 72 ° .Od'E- •135.00' S•72° 00' W - 2I O.Od ALLEY PAVED MAIL TRAILE LEASE AGREEMENT This Lease Agreement is made and entered into this 7 day of Haqu, , 1980 by and between the City of Round Rock, a mufilcipal corporation, hereinafter referred to as Lessor, and Slayton Sales Co., Inc., hereinafter referred to as Lessee. In consideration of the mutual covenants and agreements herein set forth, and other good and valuable consideration, Lessor does hereby demise and °lease to Lessee, and Lessee does hereby lease from Lessor, the building located at 201 S. Lampasas Street, Round Rock, Texas, and outlined in red on Exhibit A attached hereto and hereinafter called the "leased premises." The leased premises will include the parking space as outlined on the attached exhibit and no other. ARTICLE I TERM The term of this lease shall be one (1) year commencing on September 1, 1980, and ending on August 31, 1981, unless sooner terminated as herein provided. ARTICLE II RENT Lessee will pay to Lessor, at the office of the Build- ing, as rent for the leased premises, the sum of $150.00 each month, from the commencement of the term of this lease and continuing for the number of months in 'the term payable, without notice, in advance on the first day of each month. Rent for any fractional month at the beginning or end of the lease term shall be prorated. ARTICLE III USE OF PREMISES Lessee will use the leased premises only for office purposes, unless Lessor shall give Lessee prior written con- sent for a different use. In connection with its use of and activities in and about the leased premises and the Building, Lessee, at its expense, will comply, and will cause its employees, agents, and invitees to comply with all applicable laws and ordinances, with all applicable rules and regula- tions of governmental agencies. Provided Lessee has performed all of the terms, covenants, agreements, and conditions of this lease, including the payment of rent, to be performed by Lessee, Lessee shall peaceably and quietly hold and enjoy the premises for the term hereof, without hinderance from Lessor, subject to the terms and conditions of this lease. ARTICLE IV MAINTENANCE AND SURRENDER Condition of Premises 4.01. Lessee acknowledges that its acceptance of posses- sion of the leased premises constitutes a conclusive admis- sion that it has inspected the leased premises and has found them in good condition and repair and in all respects in accordance with the plans and specifications previously ap- proved by Lessee. Maintenance 4.02. Lessee shall throughout the lease term maintain the leased premises and keep them free from waste or nui- sance, and shall deliver up the premises in a clean and sanitary condition at the termination of this lease in good repair and condition, reasonable wear and tear and damage by fire, tornado, or other casualty excepted. In the event Lessee should neglect to reasonably maintain the leased prem- ises, Lessor shall have the right, but not the obligation, to cause repairs or corrections to be made, and any reasonable costs therefor shall be payable by Lessee to Lessor as additional rental on the next rental installment date. ARTICLE V OBLIGATIONS OF LESSOR AND LESSEE Taxes on Lessee's Property 5.01. Lessee shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Lessee in the premises. If any such taxes for which Lessee is liable are levied or assessed against Lessor or Lessor's property and if.Lessor elects to pay the same or if the assessed value of Lessor's property, is increased by inclusion of personal property, furniture, or fixtures placed by Lessee in the premises, and Lessor elects to pay the taxes based on such increase, Lessee shall pay to Lessor upon demand that part of such taxes for which Lessee is primarily liable hereunder. Alterations, Additions, and Improvements 5.02. Lessee shall not make any alterations, additions, or improvements to the leased premises without the prior written consent of Lessor. Consent for nonstructural altera- tions, additions, or improvements shall not be unreasonably withheld by Lessor. Lessee shall have the right at all times to erect or install furniture and fixtures provided that Lessee complies with all applicable governmental laws, ordi- nances, and regulations. Lessee shall have the right to remove at the termination of this lease such items so in- stalled, provided Lessee is not in default; however, Lessee shall, prior to the termination of this lease, repair any damage caused by such removal. All alterations, additions, or improvements made by Les- see shall become the property of Lessor at the termination of this lease; however, Lessee shall promptly remove, if Lessor so elects, all alterations, additions, and improvements, and any other property placed in the premises by Lessee, and Lessee shall repair any damage caused by such removal. Damage or Destruction 5.03. If the Building or the leased premises should be totally destroyed by fire, tornado, or other casualty, or if they should be so damaged that rebuilding or repairs cannot reasonably be completed within sixty (60) 'working days from the date of the occurrence of the damage, this lease shall terminate and rent shall be abated for the unexpired portion of this lease, effective as of the date of said occurrence. Inspection 5.04. Lessor or its officers, agents, and representa- tives shall have the right to enter into and upon any and all - 2 - parts of premises at all reasonable hours to (a) inspect same or clean or make repairs or alterations or additions as Lessor may deem necessary (but without any obligations to do so, except as expressly provided for herein), or (b) show the premises to prospective tenants, purchasers, or lenders; and Lessee shall not be entitled to any abatement or reduction of rent by reason thereof, nor shall such be deemed to be an actual or constructive eviction. Mechanic's Lien 5.05. Lessee will not permit any mechanics' lien or liens to be placed upon the premises or the Building or improvements thereon during the term hereof, and in case of the filing of any such lien Lessee will promptly pay same. If default in payment thereof shall continue for twenty (20) days after written notice thereof from Lessor to Lessee, the Lessor shall have the right and privilege at Lessor's option of paying the same or any portion thereof without inquiry as to the validity thereof, and any amounts so paid, including expenses and interest, shall 'be so much additional indebted- ness hereunder due from Lessee to Lessor and shall be repaid to Lessor immediately on rendition of bill therefor, together with interest at ten percent (10 %) per annum until repaid. ARTICLE VI INDEMNITY Lessee agrees to indemnify and hold Lessor harmless against any and all claims, demands, damages, costs and expenses, including reasonable attorney's fees for the de- fense thereof, arising from the conduct or management of Lessee's business or its use of the leased premises or from any breach on the part of Lessee of any conditions of this lease, or from any act or negligence of Lessee, its agents, contractors, employees, subtenants, guests, or invitees in or about the leased premises. In case of any action or proceed- ing brought against Lessor by reason of any such claim, Lessee, upon notice from Lessor, covenants to defend such action or proceeding by counsel acceptable to Lessor. ARTICLE VII ASSIGNMENT AND SUBLEASE Assignment and Subletting by Lessee 7.01. Lessee shall not have the right to assign this lease or to sublet the leased premises, or any part thereof. ARTICLE VIII DEFAULT Events of Default 8.01. The following events shall be deemed to be events of default by Lessee under this lease: (a) Lessee shall fail to pay any installment of the rent hereby reserved and such failure shall continue for a period of ten (10) days. (b) Lessee shall fail to comply with any term, provi- sion, or covenant of this lease, other than the payment of rent, and shall not cure such failure within twenty (20) days after written notice thereof to Lessee. - 3 - (c) Lessee shall make an assignment for the benefit of creditors. (d) Lessee shall file a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; or Lessee shall be adjudged bankrupt or insolvent in 'proceedings filed against Lessee thereunder and such adjudica- tion shall not be vacated or set aside or stayed within the time permitted by law. (e) A receiver or trustee shall be appointed for all or substantially all of the assets of Lessee and such receiver- ship shall not be terminated or stayed within the time permitted by law. (f) Lessee shall desert or vacate any substantial por- tion of the premises for a period of five (5) or more days. Remedies 8.02. Upon the occurrence of any event of default speci- fied in Section 8.01 hereof, Lessor shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: (a) Terminate this lease in which event Lessee shall immediately surrender the premises to Lessor, and if Lessee fails to do so, Lessor may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession and expel or remove Lessee and any other person who may be occupying said prem- ises or any part thereof, by force if necessary, without being liable for prosecution or any claim of damages there- ,for; and Lessee agrees to pay to Lessor on demand the amount of all loss and damage which Lessor may suffer by reason of such termination, whether through inability to relet the premises on satisfactory terms or otherwise. (b) Enter upon and take possession of the premises and expel or remove Lessee and any other person who may be occupying the premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor, and if Lessor so elects, relet the premises on such terms as Lessor shall deem advisable and receive the rent thereof; and Lessee agrees to pay to Lessor on demand any deficiency that may arise by reason of such reletting. (c) Enter upon the premises by force if necessary, without being liable for prosecution or any claim for damages therefor, and do whatever Lessee is obligated to do under the terms of this lease; and Lessee agrees to reimburse Lessor on demand for any expenses which Lessor may incur in thus h effecting compliance with obligations under this lease, and Lessee further agrees that Lessor shall not be liable for any damages resulting to Lessee from such action. No reentry or taking possession of the premises by Lessor shall be construed as an election on its part to terminate this lease, unless a written notice of such intention be given to Lessee. Notwithstanding any such reletting or re- entry or taking possession, Lessor may at any time thereafter elect to terminate this lease for a previous default. Pursuit of any of the foregoing remedies shall not preclude pursuit - 4 - of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Lessor hereunder or of any damages accruing to Lessor by reason of the violation of any of the terms, provisions, and covenants herein contained. Lessor's acceptance of rent following an event of default hereunder shall not be con- strued as Lessor's waiver of such event of default. No waiver by Lessor of any violation or breach of any of the terms, provisions, and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions, and covenants herein contained. Forbearance by Lessor to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. The loss or damage that Lessor may suffer by reason of termination of this lease or the deficiency from any reletting as provided for above shall include the expense of repossession and any repairs or remodeling undertaken by Lessor following possession. Should Lessor at any time termi- nate this lease for any default, in addition to any other remedy Lessor may have, Lessor may recover from Lessee all damages Lessor may incur by reason of such default, including cost of recovering the premises and the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this lease for the remainder of the stated term over the then reasonable rental value of the premises for the remainder of said term, all of which amounts shall be immediately payable from Lessee to Lessor. Surrender of Premises ' 8.03. No act or thing done by the Lessor or its agents during the term hereby granted shall be deemed an acceptance of a surrender of the premises, and no agreement to accept a surrender of the premises shall be valid unless the same be made in writing and subscribed by Lessor. Lessor's Lien 8.04. In addition to the statutory Lessor's lien, Lessor shall have, at all times, a valid security interest to secure payment of all rentals and other sums of money becoming due hereunder from Lessee, and to secure payment of any damages or loss which Lessor may suffer by reason of the breach by Lessee of any covenant, agreement, or condition contained herein, upon all goods, wares, equipment, fixtures, furni- ture, improvements, and other personal property of Lessee presently or which may hereafter be situated on the premises, and all proceeds therefrom, and such property shall not be removed therefrom ,without the consent of Lessor until all arrearages in rent as well as any and all other sums of money then due to Lessor hereunder shall first have been paid and discharged and all the covenants," agreements, and conditions hereof have been fully complied with and performed by Lessee. Upon the occurrence of an event of default by Lessee, Lessor may, in additionto 'any other remedies provided herein, after giving reasonable notice of the intent to take possession and giving an opportunity for a hearing thereon, enter upon the premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements, and other per- sonal property of Lessee situated on the premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Lessee reasonable notice of the time and place of any public sale or of the time after which - 5 - any private sale is to be made, at which sale the Lessor or its assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Lessee reasonable notice, the requirement of reasonable notice shall be met if such notice is given at least five (5) days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, hold- ing, and selling of the property (including reasonable attor- ney's fees and other expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this section. Any surplus shall be paid to Lessee or as otherwise required by law; and the Lessee shall pay any deficiencies forthwith. Upon request by Lessor, Lessee agrees to execute and deliver to Lessor a financing statement in form sufficient to perfect the security interest of Lessor in the aforementioned property and proceeds thereof under the provisions of the Uniform Commercial Code in force in the State of Texas. The statutory lien rent is not hereby waived, the security interest herein granted being in addi- tion and supplementary thereto. ARTICLE IX ' 9.01. Should Lessee, or any of its successors in inter- est, hold over the premises, or any part thereof, after the expiration of the term of this lease, unless otherwise agreed in writing, such holding over shall constitute and be con- strued as tenancy from month to month only, at a rental equal to the rent payable for the last month of the term of this lease plus fifty percent (50 %) of such amount. The inclusion of the preceding sentence shall not be construed as Lessor's consent for Lessee to hold over. City of Round Rock 214 E. Main Round Rock, Texas 78664 Attention: City Manager MISCELLANEOUS Holding Over Notices and Addresses 9.02. All notices provided to be given under this agree- ment shall be given by certified mail or registered mail, ad- dressed to the proper party, at the following address: Lessor: Lessee: Slayton Sales Co., Inc. P. O. -ox 183 Round Rock, Texas 78664 Gender 9.03. Words of any gender used in this lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. Parties Bound 9.04. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this agreement. - 6 - Texas Law to Apply 9.05. This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Legal Construction 9.06. In case any one or more of the provisions con- tained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such inva- lidity, illegality, or unenforceability shall not affect any other provision thereof and this agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained, herein. - - Prior Agreements Superseded 9.07. This agreement constitutes the sole and only agree- ment of the parties hereto and supersedes any prior under- standings or written or oral agreements between the parties respecting the within subject matter. Amendment 9.08. No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and duly executed by the parties hereto. Joint and Several Liability 9.09. If there be more than one Lessee, the obligations hereunder imposed upon Lessee shall be joint and several. If there be a guarantor of Lessee's obligations hereunder, the obligations hereunder imposed upon Lessee shall be the joint and several obligations of Lessee and such guarantor and Lessor need not first proceed against the Lessee hereunder before proceeding against such guarantor, nor shall any such guarantor be released from its guaranty for any reason whatso- ever, including without limitation, in case of any amendments hereto, waivers hereof or failure to give such guarantor any notices hereunder. Rights and Remedies Cumulative 9.10. The rights and remedies provided by this lease agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. Waiver of Default 9.11. No waiver by the parties hereto of any default or breach of any term, condition, or covenant of this lease shall be deemed to be waiver of any other breach of the same or any other term, condition, or covenant contained herein. Attorney's Fees 9.12. In the event Lessor or Lessee breaches any of the terms of this agreement whereby the party not in default employs attorneys to protect or enforce its rights hereunder and prevails, then the defaulting party agrees to pay the other party reasonable attorneys' fees so incurred by such other party. Force Majeure 9.13. Neither Lessor nor Lessee shall be required to perform any term, condition, or covenant in this lease so long as such performance is delayed or prevented by force majeure, which shall mean acts of God, strikes, lockouts, material or labor restrictions by any governmental authority, civil riot, floods, and any other cause not reasonably within the control of Lessor or Lessee and which by the exercise of due diligence Lessor or Lessee is unable, wholly or in part, to prevent or overcome. Time of Essence 9.14. Time is of the essence of this agreement. IN WITNESS WHEREOF, the undersigned Lessor and Lessee hereto execute this agreement as of the day and year first above written. LESSOR CITY OF ND ROCK By m rry o - , Mayor LESSEE SLAYTON SALES CO., INC. • • • LEGEND • = POWER POLE & = FLAG .POLE L bw = WATER METER DG = GAS METER ❑M = MAIL BOX PRIVACY FENCE ASPHALT SURFACE 0 QD Z .