CM-08-04-091DATE: April 11, 2008
SUBJECT: City Manager -April 18, 2008
ITEM: Consider city manager approval for a leasing agreement with
Agape Pregnancy Resource Center.
Department: Administration
Staff Person: Jim Nuse, City Manager
Justification: Agape Pregnancy Resource Center has requested to lease the
metal storage building located at 409 E. Liberty Avenue for
storage purposes during their construction phase. The term of
the lease for six months - April 1, 2008 through September
30, 2008 in the amount of $2,000 for the entire term.
Funding:
Cost: Payable to the City of Round Rock - $2, 000
Source of funds: N/A
Outside Resources: Agape Pregnancy Resource Center
Background Information: N/A
Public Comment: N/A
LEASE /
be -ween
N4E N1
CITY OF ROUND ROCK, TEXAS
as Landlord,
and
AGAPE PREGNANCY P.ESOURCE CENTER
as Tenant,
Covering an -as is- storage building locate(
409 East Liberty Avenue
Round Rock, Texas 78664
at
LE.‘,181-: AiCREENIEN
LEASE: AtiRELN-LEN (the -lease-) is made and entered int() beast, een the Landittrd and tenirnt named herein. Landlord
is the City of Round Rock, Texas, a home-ruic munpal corporation ssith offices located at 22; East Nikki Street, Round Rock,
lesas Temou is the Agape Pregnancy Resource Center %snit offices located 1(4 East lsitaM Street. Round Rock. I esas
78664. The Premises are described as TM "aii TS- storage building located at tIlin) East Liberty Avenue, Round !Slack:, Texas 78664,
tlescribed further as i ht Block 22, CiTy of Round Rock, Williamson Chanty, Texas,
I. DEEIN ONS The definitions listed in this Paragraph I shall have the meanings as Set hard) helots
taS -Rant- means Base Rem plus any other amounts of money due to Landlord thath ren.mt,
Os)
"1 antfloor means City of Round Rn , lexak a honk -rule munpjn:. wd ns agems, employees. invitees. licensees.
or it isithrs.
rat -Lenard- means Agape Pregnancy Resource Center- and its agents_ employees, ins thick licensees, or visitors.
2. LEAsE GRANT In consideration n the mutual obligations of Landlord and Tenant set forth herein. landlord leases to
Tenant. and Tenant takes *las is" from Landlord. the Premises, beginning on the CornMenCeillent Date and ending on the last dm -
of the Term, unless otherwise Terminated as pros ided herein, Although the Term does not begin until The Commencement Date,
this Lease evidences a binding ctmtract between Landlord and Tenant, effective on the tifleetise Date, Landlord shal/ not be
default under this Lease if Landlord does not deliver the PrennSes to 'rennin on the Effective Date for acs reason *58 halsoestar, nor
shall Landlord bc liable or responsible for an claim, dimmest or liability hy reason of any delay in delis-ery. Landlord agrees to
deliver possession of the Preanises on April I, 2008, which %kill be deemed to be the Comtheneement Date. lhis term of this lease
for si in) TriTints and the Expiration Dant will he September 30, 2008.
3. 1 AIPROVEMENT OF PREMISES No specific maintenance or construction obligations of Landlord are set forth in this
Lease. TENANT EXPRESSLY ACKNOWTEDGES _ THAT NEITHER LANDLORD NOR .ANY AGENT OF
IANDICIRD HAS MADE ANY REPRESENTATION OR WARRANTY OF Wt KIND WIEV1SOEVER W ITH
RESPECT '10 "THE PREMISES, THF BUILDING, OR "THE PROPERTY OR 'WITH RESPECT TO THE SAFETY OF
SAME OR THE SUITABILITY OF SAME FOR THE PI7RPOSES INTENDED BY TENANT. BAEXEC] TING THIS
LEASE, TENANT SHALL RE DEEMED 'TO HAVE ACCEPTED THE PREMISES, BUILDING AND PROPERTY **AS
IS" AND SUITABLE FOR THE rcarosEs INTENDED I3Y 1E .NT. '10 HAVE AC:KNIT:WEFT/GED THAT
SAME FULLY sArisEy ILL OF LANDLORD'S OBLIGATIONS, 13N: EXECUTING THIS LEASE, TENANT HAS
ACKNOWLEDGED THAT IT HAS BEEN ADVISED TO AND HAS HAD SUFFICIENT OPPORTUNITY TO
(.()NIWC71- iTS Ow N INDEPENDENT INSPECTION OF THE PREMISES BUILDING` AND PICOPERTY IN ORDER
11, DETERMINE CURRENT CONDITION AND SUITABILITY FOR "TENANT'S PURPOSES. If "Tenant and its
employees, agents., contractors and suppliers enter the Premises bethre the Commencement Date. any such entry shall be under
all of the terms of this lease (except the obligation to pay the Term Payment) and at Tenant's sok risk. LANDLORD 541 .LJ
NOE RE LLARLE 1S ANY WAY FOR PERSON ‘L INJURY, DEATII OR PROPERTY DANE AGE ONCTUDING
DAMAGE '10 ANY PERSITNAL PROPERTY wnie» TENANT \1 'V BRING INTO, OK ANY WORK WHICH
TENANT MAY PERFORM EN', TITE PREMISES) NNTLICH ATAY OCCUR IN OR A OUT 'THE PROPERTY .10
TENANT OR SUCH. OTDER PERSON' OR FIRM AS A RESTLT OF ANY SECII ENTRY. INCLIDIN( WITHOUT
1 1MI1A1 iON DAMAGE RESULTING FROM. OR ALLEGE') TO RESLLT FROM, L.,‘NDLoRWS NEGLIGENCE.
4. BASE RENT EXPRESSED AS TERN" PAY mENT, AND LATE PAYMENTS
jeRent l'or the entire 'Term, "Tenant shall ossc Landlord. in advance, without demand, deduction or sat off, the total
lertri Payment ctfl wo Thousand and Nailt20 Dollars 62.000.00k the full Term pay Twill is due and pavabie im the
EtTective Date of this Lease.
(hi t.„at charge, 11 Tenant does not make any pay terra (nit' hereunder within the (5) days after the pay mem is due, to
compensate Landlord for the .additional tithe and extriense incurred bceause of the late payment, Tenant shall pay to
Landlord on flemand a tate charge equal To ti percent r5l1))) of the, Term Payment. Ibis late charge is in addition to
Landlord's other rights and remedicttt hereunder or at lass, and shall not he construed a liquidated damages or as
Larullord's remedies in ithy manner.
tc) interest on Past Das Amounts, if Tenant does not make am payment due hereunder -hill-on Thirty- Ow day s ilfter the
payment is due, then Tenant shall pay to Landlord 'Merest on -the oterdate amount from the date clue uraii Qatet n,an
annual rate (the "Past Dile Rte -1 which equals the lesser of i eighteen percent ;18(ltiti in) the highest rate then
permitted by link,
Page 2 of 11
ea) ReaTI:Ljpertajlattsjs. Ube term 1 means ali taxes, tissessments and governincittal charges of .in kind tine! nature
itiollectivdy referred to herein as "Taxes' i that accrue against the Property and the Building,
al -44 A4,14,2nith 12.,[4,41,45,41 a2n. Tenant shall he MIN,- for, and shall pay,
mitred:, or fixtures placed in or on the Pissiniatis by or tin bythiall of
agaohit Lot,tiOtn] ith,pem._ and 4 i) 1.J1:110€d pay s the same OT f
bY 47f such perstinal pr and liktuies and 1 andliird p
1 andlord. sport demand, the amount ist'iush taxes.
all taxes levied or assessed against any personal
tenant. if any such takes are levied or assessed
ill the assessed v alms of the Protsedy is increased
pis the increased taxes, Men lienant shall pay to
6. LANI)LORI) 1%' N() OBLR; 110 14)1 REP tIR AND NI,kINTEN kNt
ExEcUTING IMS LEASE, FEN.‘NT SHALL R1 DEEMED 10 DAVE .‘,(CF PTED IDE PREMISES.
DFILDING AND PR0PER"r1 -AS IS' AND NrErABLE FOR IDE PURPOSES INTENDED RN TENANT, AND
10 DAVE NuRNOWLEDCF1J Ill -1T NAME FUI.I.V SATISFY %LI. OF LANDLORD'S (RDIG XTIONS.
1,,,nard hereby expressly acknoss ledges its complete understanding and acceptance of the fitilowing statements'
Structural Repairs. Landlord shall haYe no obligation whatsoecCr t wnLu mor1 and cktcrior
painting and structural ,OttOttlIctita of exterior Yvalis of the Building, Landlord shall ho e flO =,Higation whatsoever to
effect repairs orcu tie ttteti,
tbi Tdidetijpri Jruttryispin. 1 andlord shall hase no obligation whatsoever to illairitain the exterior site improyernent
situated on the Properl 1cindford shall have no obligation whatsoey er to effect repairs or cure defects.
Mgthj-najeitjAyAemli. Landlord shall have no obligation whatsoever to ma main, repair inii make replacements to the
liVAC, electric, plumbing, sprinkler and tather mechanical systems, Landlord snail have no obligation whatsoever to
sheet repairs or cure ifetects,
id) Tenant shall reimburse Landlord for the cost of any repairs vshich are occasioned by- the acts or oniissMns
k)..r neglig.enCe Of renant, its agents, employee, subtenants, licensees, contractors, 01 coneessionaires. Liiindlorn has n
obiigation to maintain the Property, Building Or PreilliSCS except eXpre$Sty Stated in this Paragraph rt.
1 ENANT'S R,LPAIRS
Maintenance ot premitits at14 Jpuenanee r-;:Matit, 31 tis OW11 cosi and e no, hail inaintain all parts of the
Premises which are not expressly Landlord's responsibility under Paragraph 6 and promptly- make all rlecesar) repairs
and re 010101 to the Premises (unless Landlord is expressly responsible hereunder floe such repairs), and keep
the exterior sne improcinents on the Pr 'rt free <if trash and debris from Tenant's use, fenant's obligation to
maintain. repair and make replacements to the Premises shall cover. but not be limited a, pest control r including
termitesd and trash removal. Tenant ,hall take all steps necessary- m transfer to Landlord an and all Warranties, if any,
applicable to the Ir res that are obtained by Tenant durinet the Term. Subject to Landlord's prior- written approval a
to len:anon, appearance, size and type of receptacle, Tenant may place a trash recepmele upon the Property. Tenant
shall take all precautions necessary- to keep all plumbing units, pipes and connections within the Premises free from
obstruction and protected against ice and freezing, 11 any repairs required m be Irade by 'Tenant hereunder at not
made ssithin fifteen tIS) days after xsritten notice adhered to 'Tenant Int Landlord.. 1.andlord may. at its option, make
such repairs without liability, to Tenant for any loss or damage which may reyalt to its stock or business by reason of
such repairs, and Tenant shall pay to Landlord within fifteen (15) dal after demand as additional rental hereunder the
Post PI such bli'Plurs Plus ten percent T ITY1a) plate amount thereof,
Os) parktMg, tenant shall not park on any public street or private roadways adjacent tiv or near 110 Property, and "Tenant
shall prohibit its employees or customers from parking on such streets or roadways, Tenant does not hake the right to
tow or obstruct improperly parked vehicles, As a part of the rules and regulations, 1 enant agrees that Landlord may
impose fines for nproper use 0( 1110 parking areas or street parking, mac designate specific itreas on the Prorcris where
tenant's emptoyees must park, may designate "visitor parking: and may ckez 10 101)1 00 any improperly parked
vehicles by towing or otherwise, in which event, if one of Tenant's employees or customers 1) 10e offending party,
'Tenant -shall reimburse Landlord for the cost of removal upon demand from Landlord., and shall indemnify Landlord
and hold Landlord harmless from any loss, expense or claims arising out of such remoY M. Landlord may close
temporarily any part of the ekterior site improvements thr such periods of titne as may be necessary hi prevent the
piihini "from obtaining prescriptive rights. til make repairs or alterations. or Ir other reasonable pur(01 poses,
ldiltion itePtSi:i, Landlord may elect to perilrm, 10 whole or in part, upon at least third- (301 days noice
to Tenant, fmy or all tat the tibligations :which tenant is required hi pertimm under this Paragritph 7, m which es cm the
cost 411' Such performance shall be charged to Tenant and 1011301 1.1011 pay to Landlord to.ithin fifteen 1151 day s after
demand as additional rental hereunder the ciost id' siteh pertiirmarice plus ten percent 10 'toot the amount ilicrer-th
Page 3 of 11
DJILI (-J
8. ALI LR,A !IONS lent shall not make any 2.Z..rat. additions or improvements to the Premises wimout Landlord -it.
prior written consent. Landlord is not obligated to notify Tenant whether it consents to an alteration, addition or improvement
until Parbilind (ay has received plans and specifications reflecting same in both a blueline and CAD disk format which are
nsuffIcientb, detailed hii describe Mily the work to be peribrmed. and Olt has had a reasonable opportunity to review tiactit (sYhigh
shall not be less than fifteen (15) business days). If the alteration. addition or improvement may affect the Building's structure, or
declilleati of plumbing thittt the plans and specifications therefor mihn he prepared by a licensed engincicr
reasonllLt, acceptable ay Landlord, Landlord's approval of any plans ingt specifications will not represent that the plans or the
work depicted thereon Arkin COM/11V with 1.3W CW he adequate for any purpose„ but shalt constitute only Landlords consent to
pernirmanee of the work, Fenant may install she/Yes, binsmachinery and trade lArlireS SO long t such items (I do not aher the
basic ciatracter or the Premises or 11a Building; (2i do not over1WICI or daniage siime, and 2) may ho nunoved without material
dame zo the Premises. I !Mess Landlord specifies ill writing otherwise, all alle.TatiOns, addnions, and improvements installed lo
the Premises by beriant shall be Ltindlord's property lipon inStailatinll and lellant has no duty n restore, Ail Shelves. bins,
machinery and trade fixtures installed by Tenant must be rem ed on or Isellare the earlier ay occur of the day of termination
or
expiration of this Laatte or the date lenarn V;11.1ueS the Premises, work performed by 1 cnan1 in the Premises (including that
relating to thc histallaTiOn, repair, replacement. or removal of ally Iden1) .Shall be performed in accordance Wall all
governmental laws. ordinances, regulations, and with 1 atwilords specifications and requirements_ in a good and workmanlike
13131M:et, and an as not to damage or alter the Building's structure or the Premises, and in such manner as n cause. a minimum of
interference, 'Tenant shall comply with The Americans with Disabilbles Ant of 1991), and !Ill asbestos testing requirements of the
Stare of leisais or local Municipality, In connection With 31* alteration, iitddition, or improvement performed by TonanL fenant
hereby- holds Lantilord harmless from anv damage to the Premises or Building resulting, directly or indirectiy, hs Tenant or
enant's cot uractors,
9. SIGNS Any sigli WhiCh rehatit dettites at the Prennses must be approved by Landlord in writing, A request for approval
hall be submitted to Landlord before the Conimencement Date of this Lease. Tenant shall repair,paint andjor replace the
Building fascia surface to which its signs are attached then Tenant vacates the Prernises or removes or alters bs signs, Without
Landlord's prior written consent 1:0:11 shall not, (1)hang:the exterior of the Premises rincluding painting), tiit anv
exterior lights, decorationsballoons flags. pennants or banners; or /any :ran �r insult ns in ,,,,indows or dttcor levering,
pia -crusts, -decorations or advertising media of any type which can h victwed from outside the Premises, All signs, decorations,
advertising media, Minds, draperies and other window treatment, bars or other security measures visible trom rtutside the
P100 es shall conform in all respects to the i7tileria established by Landlord or stunt be otherwise subject to Lrindlord's prior
written consent.
IQ. 1 1 ILITIES Landlord shall not bei To install or pat krms water, vvastewaren electricity, utilities, fir
telecommunieittions services to the Prembies, If currently provided to the Premitiars„ tenant shall pay all charges used on or alt):
Premises, inking, vvith any uses, penalties, surcharges or similar charges pertaining 10 fenant's use of the Premises, and along fwith
any maintenance charges for such uIjlIian 1 heise payments shall hs made directly to the provnter of the utility sery ice if the
seri ice is separately Meterft%1, Landlord shall not be liable hal- any interruption or failure of inility service on the Premises, and
enadt ,nail have no rights iar :1: 10 as 3 1: .sit Of any such failure,
11 !NSA RANCE
;1) lienAues trwitanlq. Tenant 'hall maintain fit it policy or jailicies of comprehensive general liability insurance
pertaining to its use and occupancy of the Premises, such insurance to Allard minhnum protection or rot less than Dne
Million and Noil00 Dollars (SI,000,000.00) combined single limit coverage 1>r bodily injury, death to any Inc person
or property damage 10 any tme occurrence, tiit a contractual liability coverage endorsement with "5081en1a1 contract'
coverage including all aril or written eontracts relating to the named insureds business. and (iii) fire and extended
coverapt insurance covering the replacement cost of (A) all rtherations, additions, partitions and improvements
installed or placed on the Premises by Tenant or (tn behalf of Tenant: and (Bd till of Tenant's Nrsonal property
contained within the Premises. All the above policies shall have the premiums thereon fully paid in advance, and shall
be issued by an insurance company iteceptable to Landlord and authorized rit ds business All 11111135
policies shall name Landlord and such other persons as Landlord nniy specify a additional insured prunes, and shall
insure Landlord's and such rather persons contingent liability ander or in connection with this Lease, All policies
required herein shall provide that the insurance may not be canceled unless thirty (30) days prior written notice has
been given m 1 .inI) rd 11 Niieies or certificates thereof shall 1 delivered to Landlord by lenant on or he 're the
Delivery Date and at least ten 10 t days betore each renewal of iird insurance,
rho Prohibited 1 an lettin1 will not permit the Pnyises to be used for any purpose or in ans manner that would i 101)
dd
the insurance thereray, 511 ncrease the insurance risk or cost thereof or Ow cause the disallowance of any spoinkler
credits; inclubsog without thinbation, an: of the Premises for the receipt, storage itti handling of .up pintducn nnuerial
merchandise that is explosive or highly inflammable liany increase in the gost of any insurance on the Premises or the
Building is caused by 'tenant's use of the Premises or because Tenant vacates the !ant -o, Men Tenant -shaft pay gm
amount of skid@ increase o Landlord upon demand thereMr.
Page 4 of!
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:n , i Ienan, ttltc.: t,His or imt'rnsernents r.+ the 1)r da.ises, i rd sha
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directives for the correction, nressethion and abatement ot nuisances ilk upon or connectec vvttn The Premises, ali 1c:taut's sole
expense,
15. I1daidARD01.:S WASTE 1 he term "Hazardous Substances.' as used in this Lease, ,;tlan. nwari
tO.V..c. rhiL7drdOUS wastes, radioactive materials or ans other substances, the Wit..".• and, 01" thi; removid. of which is required or the
use. of which is restricted. prohibited or penalized lay any "Environmental Law.' which tern shall mean any federal...state or local
minute. ordinance, regulation or o1n law of a governmental or ouissi-gosernmental aidhority relating, To pollution or protection
of the environment or the regulation of the 5w:rage or handling of Hazardous Substarices. r,nant he agrees that: id no
activity will be conducted on the Premises that will pry:Mice any t;tazardosts Substances. except for activities which ism part of the
ordinary course of Tersant's business activities, esinch trecsaiducted in accordance with all Environimental Laws. and winch are
approved in adsance ',Arising by Landhird 1ehiamb:win mayhewithheld in 1 sole and absointe discretion) ithe
-Permitted Activities -M. provided_ hossevictr, ;Tenant shail obtain all required permits and taithorisunions, shall pay ail fees, shall
provide all testing Nquired h any governmental agency in connection with the Permitted ;Activities: 1 1 the Premises will not be
used in ansy manner fdr the storage of any: 1 razardons Substances. except tin the temporary storage of such amieriais skillets .in
used in the ordinary course of 1 enant's business (the 'Permitted ;Materials"), properly sttored in is manner and location meeting all
Environmental La -as, and approved in advance in writing h Landlord (winch approval Islay he withheld in Landlord's sole and
absolute iiiserettord, provided,. hossever that 1 errant shall obtain all required permits or authorizations, pay an tenS and provute
all testing required by an governmental agency in mennection with the PerrliM'd \laterals: (di) 00 portion of the Premises will
be used as a land ti a dump: (is) Tenant wail not install ariv underground tanks of arty type- iv) 1 enant will not al 'OW 010
surface or subsurface conons to eXiST Of CO:MC iim existence that constitute, tyr with the passage of tiuse may- constitute, is
public or private nubs:sneer and (vi) Tenant will no permit any 1 lazardaus Substances to be brought onto the Premises. except for
the Perinitted Materials, and if so brought or Mund located thereon, the same shall he immediately removed. with proper
disposal. and fill refmired clealmurs procedures shall be diligently undertaken by Tenant at its sole ens) purimant to all
Environmental Laws. Landlord and 1 arullord's representatives 010. 1101 Ore 00 obligated to, enter the Pre 001 0 inspect the
stiirage, use and disposal of Permitted Materials to enure 2 itmI Lice dnh all Environmental Laws, 1i: Landlord, in landlord's
sole opinion_ determines that any Pertnided NidICTialS are being improperly doted, used or disposed L then Tenant '10111
immediately take such eorrective action as requested by Landlord. Should Tenant fail to take such corrective action within
twerny-fnur (24) hours, Landlord shall have the right to perform such :work and Tenant shall reimburse Landlord_ on demand, for
any and ail costs associated with sidd work, lf at in time during or after the 1 ern, the pri,rni,c, 0 Mond 10 he contaminated
with Hazardous Ssibstances, Tenant shall diligently itsstitute proper and thorough clean-up procedures: at lenant's sole cost.
Tenant tgneo it indemmify and hold 1 andlord harmless from all claims, demande actions_ liabilities, costs, expenses. damages.
penalties and iithiligations isf any nature arising. from or its 0 result of any contamination of the Premises with Hazardous
Substances, or otherwise arising from the use of the Premises by Tenants Landlord further may enter upon the Premisses fibrin
dine to time to instirect same mi to conduct thereon any environmental audit or iissessment or perfinm isny tesring to anti firth
1:Cranes compliance with the provhOons of this Paragraph. and if ,ms- such audit, assessment or 1.'1reflects that Tenant is in
violation of this Paragraph, in addition to Tenant's other obligations contained herein, Teramt shall renntinuse Landlsird for the
cost of :itIch udui, as-r",eSStrient or testlhe foriegoing indemnifications and the responihilitks or 1 enata shall sins ive the
terminatism or -expiration of this 1.eas-tt.
16. 1NSPE(11ON Landlord may enter upon iqPc premises darp,i,,i norrnal buskiess hours tbr an reasonable purpose, including
without limitation, inspecting same. Tenan1 snail notify Landlord in svriting at least thirty (30) dm r before vacating the Premises
and Mall arrange to meet ssith Landlord Mr a joirt inspection of the Premises before sacating. if kenant don not give such
notice sir arrange Mr such inspection. then Landlord's inspection of the Premises shall bie deerned correct in the purpos4: of
determining Tenant's responsibility for repairs and restoration of the Premises.
11. ..k.S.S1GNNIEVE AND Si '1HLETT1NG Tenant shall nat have the right to sublet assign or otherwise transfer or encumber
this 1 ease, (sr any interest therein, vsithout 1 andlorisEs prior written consent, which consent may be granted or denied in
Landlord's sole and absolute discretion_ for uses within the same zoning category, Any attempted assignment subletting,
transfer or eneutnbrance ho ;Tenant in violation of the terms and covenants of this Paragraph 17 shall be void. Any assignee,
sublessee Tyr Transferee of 1 smant's interest in this Lease Tali such isssignces, sub/es-sees and transferees being hereinafter referred
to as "Franstlirees"), by assuming tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid so
persons other than Landlord by such Transferees to skillets Landlord is entitled or is otheraissi contrakention csf this
Paragraph 1 7 No assignment, sriblening or other transfer_ whether or no: emegeraeti Io by Landlord on permitted hereunder, shall
relieve Tenant isf its liability under this Lease, lf are Esent 01 Delosi1 occurs while the Premises or am )nis0 thereof are assigned
or sublet, then Landlord_ in addition to any other remedies herein presided or provided by law, may collect directly from sandi
transferee all rents pas all.. to the tenant and apply such rent against any sums due Landlord hereunder, Slo such collection shall
Pc 01) '01 led to constitute to 01) :100 sir a release of ;Tenant from the further NI if,n'-mance Tenanry obligations hereunder It
Landlord ermsents so any subletting or assignment by 1 cram as provided idsove and arty catego0 of rent subsequently received
by Tenant under any sueh sublease is in excess of the, category of rent payable under this 1 ease, or .m\ additional
iggitial
g: •
Page 6 of 11
consKicrunasn ai punt. to 1 enam by me aswrice under arty suctt 3SSTnmcnt, tnen uantitord may, at as option, declare such excess
rents under any sublease or such additional consideration lid any- assignment to be tide and payable by Fenam to Landlord as
additional rent hereunder: the followin shall addititmaily constitute an assignment of this 1 ease by letting for the purposes of
this Paragraph : tit if Tenant k a corporation., limited liability company, tinirtnership, or other entity, any merger, consolidation,
diksidultion or liquidation, or any change in ownership or power to vote 01 thirty percent td011itO or more of Lena:nes outstanding
WA-lit:•rship interests: or ri) the sale transfer, exchange. liquidation or other distributi,nm rothan thirty percem (l3(illiTO of
enant's assets, other than this 1 or OW the mortgage, pledge, hypothecation m iitther encumbrance of or on of a sceinrit,s
interest
h Tenant in this Lease, tip tsf any of Fenanfs rights hereunder lenant shall reimburse Lanillord tbr all out '0fpexpenses (including imorney's fees) incurred by 1 anditird in connection tit ith ret icitting Cot- an assigranant or sublease,
18. CONDEMNATION lf 201 of Me Property is taken for Wry public or quasi-publut use under gotemmentai law, ordinance
or regulation, by right of eminent donum irr private purchase in lied Thereof, Utah this Lease shall terminate and the rem shall
be a -tidied during the unexpired portion of this Lease. effective on the date of such taking. lf a portion of the Property is taken,
bat the Preinktos reasonably may be used for the Permitted 1lite! vas cierernined by Landlord in its conitnerciany reasonable
discretion). then this Lease shall not terminate, nor shall the rent hereunder abite. or be reduced. ,A11 compensation awarded nit
connection tit, ith or as a result of any of the foregoing proceedings shall be Lantikuars property, iti Tenant hereby assigns any
interest in „my such award to Landlord, Landlord shall have no interest. however, M any attard made to -Tenant for loss of
business or goodwill or for th kmn of Ltnant't, trade fixtures ttnd pers[inal property, if a separate award hir sudi iwans is made
lenalit,
19, HOLDING OVER At tile termination of this Lease. by its capitation or othertt ise. Tenant shall immediately deliver
possession or the Premises to Landlord with ad repairs and inaintenance required herein to be pertismted bv tenant completed11, .
for any wattana, Fenian retains possession of the Premises iifter the expiration or termination of this I ease, unless the parties
hereto otl1er-to. ie agree in itt riling_ such passession shall he deemed to be a tentincy at will only, and all of the other terns and
provisions of thh Lease shall he applicithie during stich period No holding over by -Ienant. whether Vk ith or itt itbout eonsent (al
andloid, snail operate to extend dos Lease except a otherwise expressly pros ided. The preceding provisions of this
Paiagrapb 19 shall not he construed .o consent for Tenant to retain possession of the Premises in the absence of written consent
thereto bv 1,4101411
20. (JUL t ENJOY MEN --I Landlord represents that it has the authorp to enter into this 1 ease and that, to long as 1 enant
pays all .trirahints Inc - hereunder and perthrms all other covenants and agreements herein set fOrth. renant shall peaceably and
grimly hate, hold and cilloy the Premises for the 1 without hindrance or molestation from Landlord, subject to the terms and
provisions of this Liattse.
24_ EVENTS 01' DEFACI:r 1 he trillowing es eni 94,r4:in in hs idually referred ht o, in 'Event of Definalifil) each shall bid
deemed to be a definilt in ar breach of Tenant's obligations under this. Lease;
Tcnant shad fitif 10 pay any installment of the rent herein reser-tied when due. or any other payment. or reimbursement to
1 andlord required herein when due, and such failure shall et -trailing for a period of five 15 days atter the dine such
payment was due,
trio intemietnally deleted
te) Intentionally deleted
tdl 1 nant shall default in the performance of au) of its obligations under inw other lee to Tenant thnn Landlord_ or from
ant Tlerson ar entity affiliated with or related to Landlord, and sinnst shall remain uncured after the lapsing of any
applicable cure periods prot ided for under such other lease,
Lenard shaft tail o' comply with any term, prot ision Orcot‘enard of this Leake (w.her Man tik-ise timed in this
Paragraph 4, and si ail 1011 cure such failure Vk AIM 10'4 (1114 days after written notice thereof to Tenant; prot ided,
hovicv or, that if the failure 144 cure is on such a nature that it cannot reasonably ite cured iatithin said tensday period,
-Tenant shall not he deemed in default so ln 11 lenant commences eurinc such lailurc within said ten-day period, and
Mlle -entry prosecutes sante to completion,
if Landlord is required to notify Tenant of any Ie 1,1,1 under :he rot vacant id.. this Lease, such itbfigation 1a1 1 terminate
foilowinjt die second notice of default de 19 to Tenant during the f ern.
22. REVUE:DIES ttpri:;-n each occurrence of an Event of Default, shall have the option m pursue any ci.nr, or thare of the
htilowing remedies widittin any notice or detriandi
Page 7 of 1 1
Date714-0,
tai Fcratinate dijr,
ihniugh judicial prostietirmis, enter upon and take pooscssitin of the Premises ot afloat terminating this 1„caug
tei Mak,- such payments antior take such action and pas andhar perthrin hideser 'fended is tilaligned ta pay or perform
under Mc terms of this ease, and 'Leman agrees that 1 andlord shall ria be noble bir dand4cs resulting ux tcriadt
from such action, andfor
1 provisions of this Lease Jre intentied to supersede Section 93,002 of the texas Property code and Tenant hereby
expressly waives any and ail ri,ghts and remedies ftmant may hip e ander Paragraph b of such Section 9,3.002.
lifitenabeiLdli,porpfernalthatjon. If Landlord elects to hirminate this Lease, tenant shall he liable Mr and shall
pay to Landlord the sum of ail tering and other payments caticed to Landlord -hereunder accrued ha the dam of
such termination. plus, as liquidated damages_ an amount equal to ti) the present value of the total rental and
other
p mens ed hereunder for The remaining borthm cad the Term. calculated as if such term expired Oil
tile date set Meth in the Basic Lease Information, less flit- the present value tat- the :hen ftdr mark -et rental for
the Preitth-,es for such period., :provided that beeiraw of the difliCtlity rrOiertaining such a abut and in order
to acfneve a reasonable estimate of lignidated.damages hetetanden 1.andlord and lenant stipulate and agree,
tor pip purposes hereof, that such ther market rental *ball in no event e‘ceed :',ekentY-Irt-e percent t7Itith$ of
the 11aa Rent for such period set forth in thc Basic Lease Information.
D.:images Upon R:ep,Tisssion, filanuflord repossesses the Pretenses without terminating da s Lease, fenant.
at Landlord's option, shall be liable Mr and shail puy Landlord on demand all rentai and other to tnent; °Wed
o Laildk,rd hereunder, accrued m the date of such repossession, plus either LAM all amounts required to be
paid by lenant t Landkird WIT; the dah: of expiration of the rem. diminished by all amounts actuady
received
bs Landlord through retelling the Premises during such remaining term (hut only to the extent of the
rem herein rei-,eriecik or (13) damages calculated under tit above. Actoms coiket inarnindic du by Tenant
in Landlord under this Varagraph may be brought from time to time, tm one or Trion: occasions, without the
necessity of Landiord's waning unst! evpiratiOn of she ream
andlinforeement. litoon nt Ettem of Itairfatilt, in addition to itny sum
provided to he paid under this Paragraph 22, Leriant also shall be liable Mr and .shall pa> to 1 andlord
Lit brokersfees and all other costs and expenses incarred hy. Landlord in connection iaith reletting the whole
or any part of the Premises. (fit the costs of removing, snaring tar disposing of Tenant's or any her
occupants property, (Ca) my and all costs and expenses incurred by Landlord i4 effecting compliance faith
reitarifit Obligations under this deanei and lir. a1 rCass sab1 UrCiarrliill hs liandli.):rd n enforcing or
defending Landlortfit rights anditor remedies hereunder, inciluding viithout limitation all reasonable attorneys'
fees and all court costs incurred in connection with soch enforcement or defense.
Invited .Ao;.er.;i2:hutucirtor Wytryer,5. Exercise by Landlord of any one ru more remetlies hereunder Ittranted
or otherwise as Shall not be deemed to be an acceptance by Landlord of I enam's surrender of the
Premises, it being understood that such surrender can he effected onlit hs the written agreement of Landlord,
Tenant and Landlord further agree that forbearance by leindloal to tbrae any of its rights under this latipe
Or at law or in equity shall not hic a waiter of Landlord's right to enforce any one or tnore of its rights,
including any right previously forborne, in connection wun any existing Or Slibajlirpraillt defilialt, >u ar-entity
tor taking possession of the Promiscs hs 1,andlord shall be construed as an election on its part to terminate this
Lease, unless a iatritten notice of-slidI intention rs giy an s Fitillant, and, notvaithstanding any such reletting
re-entry or taking, possession of the Premises, Landlord may at any time thereafter elect to terminate this
Lease Mr a previous defnult. Pursuit of any remedies hereunder shall not preclude the pursuit of any other
remedy herein part ides tsr any culler remedies pro -tided Is law, nor shall pursuit of any remedy herein
presided constitute a forfeiture or waiver of any rent due to Landiord hereunder or of any damages to
Landlord by reason if the iiMtatitin of any of the terms,. proaisions and covenants contained in this Lease1 .
andlordis acceptance of any rem following ,m Event of De fattit hereunder 0 -Ian not be ei..mst rued as
Landlord's -waiver of such Event of Default. No -wine tie bs Landlord of any vialattem or breach of any of the
terms, provisions and covenants of this Lease shall be deemed or annstrued to constitute a wait er of any -
other ',halation or detault,
21 LANDLORD 1»EILT 111-3113flobti ii Is 113 PfittLitifbm any of its obligations hereunder within thirty COO) days after written
notice from Tenant specifying such failure. 1 entinnis exclusive remedy shall be :in aCtion 5 r danlaggii. L'ilieSS and tralii Landlord
fails ui so cure ant de:10.111 afra2T lenata not have any remedy or cruise of actuon reauan thereof Al/
obligathms o Lanthprd heremallor ,aail be construed as taw grump, not and all such obligatiiMS Ord be• binding moon
Landlord only during the period of its osaitership of the Property and Mai thkirliadliir. lint term amilord- filiall mean only the
owner, fur the time heing, of ine Property and_ in the event of the transfer by smith ciumir of its interest Mi the Property. such
owner s.hall thereupon -be rekirtSC,3 and discharged from all cm enituus ar41; obliganons i the Eandliint duireafter iterating,
provided that such coyenants and obligations shalt he binding during the Ferro upon each new owner for the duration of
owner's ravnership, Notwithstanding am, other provision Of !hill1. asoe, 1.andlurd shall not have any personal liabilny hereunder.
In the event ohany breach rYr gehnun by 1 andlord in any term or provision this Lease, tenant agrees to toe to the equity
Iuitiai
Date -40S
Page of 11
or interest men owned by Landlord in the Property t and in no event than any detakeriey judgment or any money Judgment ot any
kind be sought or obtained against any Landlord, The liability of Landlord to Tenant thr ar11". default by 1 iindlord under the terms
of this Lease shall be limited to the interest of Landlord in the Prt11/11,e.s or the Building, it living 1tTICT1ded that nether 1
nor its ofticers, directors and employees. shall be rallykd, hr judgment or deficiency.
24, -N() RECORDATION I imam shall riot record this failure or any memorandum thereof without tire prior 'written of
frandlord.
25. \11'( 11M( LITAS tenant will not permit aim mechanic's lien or liens to be placed upon the Premiscs or Property. or
any portion thereof, calked by or resulting from any work performed, materials hirrnshed or obligation incurred by or at rho
request of Tenant. if any such hen is tiled. [ening will iinthediately pay obtain t release ot or bond around same (such bond
in the form in -rd amount prescribed by the texas Property Code), 11 any lion is not removed for bonded around) within
thirty
1 days. 1„andlord may pay the debt secured by same or any tosinion thereof without inqinry as to the validity,. thereof, and
any amounts so paid, including expenses and ink -rest, h4f1 he so much additional rent hereunder du &oar r,nant T. Landlord
and shall be repaid to Landlord (together with interest in the Past Due Rate from the date paid by Umdkad until the. (late
1,andlord mindrursed by if enatar within fifteen 1151 days after iferrintes receipt of a shipment from Ltuutiord therefor
26. MISCELLANEOUS
-lhe captions inserted in this Lease are for convenience- only aird in no way define. limit or otherwise
describe the, scope or iinent of this Lease. or Jny provision hereof, or in any 1,k-ity affect Me interpretation of this 1
ibt IfinaingLftlesji. Except as otherwise herein expressly provided. the terms, pros isions tind covenants and conditions in
this Lease shall apply to, inure to the 'benefit of and be binding 11pOn the parties hereto and upon their respective heirs,
executors, perSOnal representatives. legal representatives, successors and permitted aso4ns.
1c1 kaattet,
1 pun In (15r days advance. written notice to Tenant. Landlord may transfer and assign, in whole Or in
part, its rights and obligations in the Premises, the Building iind this 1.ease. Any such sale. transfer or assignment shall
operate -to r Landlord from any and ail liabilities arising out of any act, occurrence or runission relating to the
Premises, the Building or -this 1 cake arising after the dahe of such reale, arrsignment or transfer
(dr figidenge oLAtaborify, lenant agrees to furnish to Landlord, promptly- upon demand. a corporate resolution. proof of
doe authorization by partners, or other appropriate doctinientation evidencing the due authorization cl Tenant 10enttr
into this 1.case.
1/11 fOrc.L1 '.:`.0111c.-1/tV, Whenever a period of time is herein prescribed Mr action to he taken h laindlord. 1 andlord sin!" not
be, liable or responsible for, and there shall he excluded from imputation o4 arty such period of time, any delays
due to strikes. ricits, acts of Ghod. shortages of labor or materials, war, governmental laws, regulations or restrictions or
anv other causes of arty kind v41.31S0e1-Cr whiCh are beyond Landlord's reasonable eorarol.
if) Ri-ij2ginents igastituteR.ent. Notwithstanding anything in this 1 ease to the contrary. all arnourns payahi a by rcriant To Or
on behalf of Landlord under this Lease. whether or not expressiy dentrininated as rent. shail iamstitute rem,
141 1.151X112PRLdeStlittfigntilltts return agrees, from time ho time. vvithin ten (10) clay s atter request of Land:liar-id, to deliver to
Landlord, or Landlord's designee, im estoppel certificate stating that this Lease k ir 1411 foree and effect, the date to
which rent has been paid, the unexpired ireirm, any defaults existing under this Lease tor the absence thereat) and such
other tactual matters pertaining to this Lease as May be requested by landIord 1i M understood and agreed that
renal -ifs obligation to furnish such estoppel certificates in a timely fashion k material induceirieni for Landlord's
execution of this Leasc. the event Tenant fads to deliver sueh cvirtificate th Landlord, Tenant irrevocably appoints
Landlord a. I enant'S anorneysimfact to execute same.
Old kftltars Agreenlent Nit ittandisi.trftWillt.P4111.1„Cil Praktalregentklinntr, fhis Lease eon- :auks the entire 01dt:hoarding and
agreement of Landlord and fenant with respect to the Slibjcct matter of thas 1.case, and contains all of the covenants
and agrzetnents o 1 andlord and fenant with respect thereto, Landlord and Tenant each cknow ledge that no
representations, inducements_ promises or agreements. oral 01 written, have been made by Landlord or Tenant or
anyone acting onn behalf of Landlord or Tenant, which are not contained herein, and any prior itgiCements„. promises,
negotiations or representations not expressly set titrth in this Lease are or no force or effect, 1„,-ANDLORWS 1)1 11
AND AVARR.AVTIES ARE LIMITED TO THOSE EXPRESSLY S'LATED LEASE, ,AND SHALL
NOT INCLUDE .%N\ IMPLIED 10 TIES OR IMPLIED WARRANTIES, NOW OR IN THE -FUTURE. NO
kR,ANTIES HAVE REF MADE RV LANDLORD OTHER THAN ToosE EXPRESSLY CONTAINED
IN Tois LEASE To -filE FI! „LEST EXTENT PERMITTED RV LAW, TENANT HEREBY' WAIVES ANY
AND ;ALL W.ARRANTIES. EXPRESS OR IMPLIED, WITH RESPECT T() THE PREMISES WHICH ALA,V
EXIST Rif OPERATION OE LAW OR l\ E011 1 INCLUDING, M rirliouT LI:MUTATION. ANY
WARRANTIES OF IIABIT:-ARILITY, SUITARILEIA OR FITNESS Ef/R A PARTICULAR PURPOSE.
Landlord's agents and employees do not and will not have authority to make exceptions, changes or 4JnCfldn1Cflts to this
Page 9of 1
ant: It -fr-73
„„„,
leaiki, Or factuat representations not expressty containen m ims Lease. 1)inider no circumstances shall Landlord or
enant 1 m agent of the other. I his Lease may not be altered, changed or amended except by an
instrument in writing signed by both panties hereto. Neh her Limd lord nor Landlord's agents have made any
representations or proinises with respect tht the Premises, the Budding or the 1,ee except as herein expressly set forth,
and no rights., easements ta licenses are acquired by Tenant h implication or otherwise hy virtue hereof except as
express:1Y set forth in the provisions of this Lease, TENANT AGREES THA -1 TENANT IS VIVMVING TENANT'S
WATTS ENDER Tur DECEPrIVE TRADE PRACTICES41)NSE VIER rwyrEcttoN ACT, .SECTION
17.41 ET SEQ, BUSINESS Sz (70NEVERCE C01)E, A LAW -411AT (DYES (0\S1 W1{', SPECIAL RR -arts
A.ND PR()IECTI()NS. Terliant hereby rqvesants and warrants to Landiord that Tenant is not in a significantly
<fisparate bargaining position in relation to Landlord, Tii) Tenant. has The opportunity uth Npresented 1" legal counsel
of Tenant's i;)Wil choice and designation in connection Yvith this Lease, and (hi) Tenant k leasing the PrennSeS t -or
:business and coin/net-dal purposes and not fin use as a residence,
Tital(ThliQ141-k-qis, All obligations of levant hereunder not fully perthemed e, t the evpiration or earlier
termination of the fen' shall stmive such expiration or earlier termination.
triey:vrithilisv_of ermis, If any clause or prim ft..thin (if this Lease its illegal. in alid or unenforceable under present or
future laws effective during the Term. then, in such event, it is the intention of the parties hereto that the re:Titan:der of
this Lease shall not be affected thereby. and it is also the intention of the parties to this Lease that in lieu of each clause
or provinion of This Lease that- in illegal, invalid or tmentitriteable, there be added, as a part of this Lease. a clause or
provision as similar in terms to such illegal, invalid or unenthrectahle dause orproviion ag may be pos-sibie
legal. valid rind enforceable,
tkt 11roltigti)l_copyritinimm Tenant represents arid Warrants that it heti dealt with and ii ill deal with no broker, agent or other
person in conneeticin with this transaction or future n hated transactions and that no broker„ or other person
brought about this transaction, and Tenant agrees to indemnify and hold I andiord hitmiless fthun and against any
claims h any broker, agent or other person elaiming conn In or other firm it comrlensation by virtue or having
dealt with Tenant with regard to this leasing transactioniuhint .
Landlord and Fenam hereby agree and flnowledge. that this 1 eaae has been fully reviewed and negotiated
by hath Landlord and leriant, and that Landlord rind f errant have each had the opportunity- to have this Lease reviewed
their respective legal eounsel, and„ accordingly, in the event of any imbiguity herein, tenant idoes hereby the
rule Of COTIstruction that such ambiguity shall he resolved against the party who prepared this Lease.
Tito Joint. and Several 1 .1altildirs. If there be more Man one renant, the obligations hergunder imposed ipon 'Tenant i.rhall bet
joint and several, If there be 3 guarantor of Femmes obligations hereunder. the obligations histurider imposed upon
Tenant shall he joint and Se-Vet:al obligations of Tenant and such guarantor, and Landlord need not firth proceed against
Tenant before proceeding against such guarantor, nor shall any such guarantor he released from its guaranty for art
reason whatsoever_ including, Ikithout limitation, in ea'e 01 any amendments hereto, waivers hereof or failure to give
such guarantor an notices hereunder.
ritaUttrLPkt. Nothing herein expressed or implied k intended, or sha: i be construed, to confer tipon or give to
arty person or Other th,r the pittititi$ hereto, any right or remedy -under or by reason of this Lease.
To) Exhibits and Attachments. All exhibits, attachments. riders and addenda referred to m thi:s 1. -ca, and the exhibits
listed herein haste and attached hereto, are incorporated into this Leitise and made a part hereof tbr all intents and
purposes as if fully set out herein,
apt Appligable liavv. This I ease has been executed in the State of Texas and shall he governed in .all respects by the laws
of the State of 1 mom, It k the intent of Landlord and -Tenant to conthrm strictly to all applicable state and federal usury
laws, All agreements bettivitien Landlord and Fenant, whether now existing or hereafter arising and whether written or
oral. are hereby expressly limited so that iv no contingency or event whatsoever shall the amount ettintracted for,
hanged or received by- Landlord thr the use, forbearance or retention of flumes- hereunder or otherwise exceed the
maximum amount which Landlord M ieza1h entitled to contract for, charge or eolleet under the applicable state or
federal law. If, from any circumistane flaiSiXiVer„ fulfillment of any provision hereof at 'al: time performance of sugh
provision shah be due shall in transcending the limit id' validity prescribed bv law, then the obithation to be
fulfilled shall he automatically thrineed to the limit of such validity arid if from an.tiCh circumstance Landlord shall
ever receive as interest or vitherwise an amount in mice:sit of the maximum that an he tegally collected, then such
amount which would he excessive interest shalt be applied to the reduction of rept herc„nder, :and if iiuch amount ci-hieh
would he en-Cesnit.e interest exceeds such rent, then such additional amount shall he refunded to 1
Trip Jurisdiction rind All causes ot action in connection hen:tont-I shall be maintained nrocccuings tiled in
Williamson Courtly.1 exas,
1111
Datc e
Page 1.0 0111
2 NO11(lElti Each provision of hos instrument or id any applicable governmental laws, ordinances, regulations and other
require/Items 'with reference to the sending, mailing or delivering of notice or the making of any payment by 1.andlord to 1 nant
or tatith reference to the sending, mailing or delivering of imy notice or the making of any pay -mind by Tenant to 1„andlord shall be
deemed to x,complied with when and if the follow ing steps are tIlk...CT1:
All rent and other pay nients required to he made by Tenant to Landliird hereunder shall he pa!, able to Landlord at
Landlord's Address herein or at suet other address as landlord may specify from time to time by written notice
delivered n;WCordance hatrovitth retnant's obligation to pay rent and Any other amounts to Liindlord under the terms of
this eaSC $hall ilOt be deemed satisfied until such rent and other amoUnt5 h been actually received by 1 3114.110r&
,A11 notices required to be made by L andlord to renant hereunder shall he inada a lienant at Femmes .iNcidress herein,
at such other address within the continental tinged Stares as tenant may specify from ane to tma horitten nonce
delivered in accordance herewith.
(di Except AS expressly provided herein. any written not iiiiiiument or payment required or permitted to be delivered
hereunder shall he deemed to be delivered when received cm, kklictlwr actually reit-el-Led or not, 'kk-h4,..11 deposited in the
Uniled States Mail, postage prepaid. Clertified or Registered NILtl. addressed to the parties hereto at their respnctivie
addresses specified herein. or at such other address as they have thereto/Ore specified by written notice delivered in
accordance herewith,
EXECUTED BY THE PARTIES on this the da v or thc, inonth o 200S.
CITY OF ROUND ROCK, TEXAS
LANDL( RD
By:
Printed N -
Date Signed:
ATTEST:
By:
Sara L White, City Secreta
FOR CITY,
:
) FORM:
Ste
Sheets, City Attorney
AGAPE .PREGNANCY RESOURCE CENTER
TENANT
PrintedName:
Title:
Date Signed:
Re,
titc-$LLr
"12144/ _A_
eV
Page 1 1 ci fl 1 1
Initial
Date