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CM-10-04-083ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. Item Caption: Approval Date: City Manager Approval Summary Sheet Consider City Manager approval of a lease agreement between the City of Round Rock and Abundant Faith Church for the metal storage building located at 409 E. Liberty Ave. April 9, 2010 Department: Administration Project Manager: Jim Nuse, City Manager Item Summary: Abundant Faith Church has requested to lease the metal storage building located at 409 E. Liberty Avenue. This will be a one year lease beginning April 9, 2010 and expiring April 9, 2011. The church will pay the City $10 per year for the lease of the building. Strategic Plan Relevance: Cost: Source of Funds: REV. 3/8/10 LEASE AGREEMENT between CITY OF ROUND ROCK, TEXAS as Landlord, and ABUNDANT OUTREACH ASSOCIATION as Tenant, Covering an "as is" structure located at 101 East Liberty Avenue Round Rock, Texas 78664 00193001 /jkg e111k- l0-04 -on LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease") is made and entered into between the Landlord and Tenant named herein. Landlord is the City of Round Rock, Texas, a home -rule municipal corporation with offices located at 221 East Main Street, Round Rock, Texas 78664. Tenant is the Abundant Outreach Association with offices located at 3 Indian Meadows, Round Rock, Texas 78664. The Premises are described as an "as is" structure located at 101 East Liberty Avenue, Round Rock, Texas 78664, described further as Lot 12, Block 22, City of Round Rock, Williamson County, Texas. 1. DEFINITIONS 'l'he definitions listed in this Paragraph 1 shall have the meanings as set forth below: (a) "Rent" means Base Rent plus any other amounts of money due to Landlord from Tenant. (b) "Landlord" means City of Round Rock, Texas, a home -rule municipality, and its agents, employees, invitees, licensees, or visitors. (c) "Tenant" means Abundant Outreach Association" and its agents, employees, invitees, licensees, or visitors. 2, LEASE GRANT In consideration of the mutual obligations of Landlord and Tenant set forth herein, Landlord leases to Tenant, and Tenant takes "as is" from Landlord, the Premises, beginning on the Commencement Date and ending on the last day of the Term, unless otherwise terminated as provided herein. Although the Term does not begin until the Commencement Date, this Lease evidences a binding contract between Landlord and Tenant, effective on the Effective Date. Landlord shall not be in default under this Lease if Landlord does not deliver the Premises to Tenant on the Effective Date for any reason whatsoever, nor shall Landlord be liable or responsible for any claim, damage or liability by reason of any delay in delivery. Landlord agrees to deliver possession of the Premises on April 9, 2010, which will be deemed to be the Commencement Date. This term of this lease is for twelve (12) months and the Expiration Date will be April 9, 2011. 3. IMPROVEMENT OF PREMISES No specific maintenance or construction obligations of Landlord are set forth in this Lease. TENANT EXPRESSLY ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY AGENT OF LANDLORD HAS MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE PREMISES, THE BUILDING, OR THE PROPERTY OR WITH RESPECT TO THE SAFETY OF SAME OR THE SUITABILITY OF SAME FOR THE PURPOSES INTENDED BY TENANT. BY EXECUTING THIS LEASE, TENANT SHALL BE DEEMED TO HAVE ACCEPTED THE PREMISES,BUILDING AND PROPERTY "AS IS" AND SUITABLE FOR THE PURPOSES INTENDED BY TENANT, AND TO HAVE ACKNOWLEDGED THAT SAME FULLY SATISFY ALL OF LANDLORD'S OBLIGATIONS. BY EXECUTING THIS LEASE, TENANT HAS ACKNOWLEDGED THAT IT HAS BEEN ADVISED TO AND HAS HAD SUFFICIENT OPPORTUNITY TO CONDUCT ITS OWN INDEPENDENT INSPECTION OF THE PREMISES, BUILDING AND PROPERTY IN ORDER TO DETERMINE CURRENT CONDITION AND SUITABILITY FOR TENANT'S PURPOSES. If Tenant and its employees, agents, contractors and suppliers enter the Premises before 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 sole risk. LANDLORD SHALL NOT BE LIABLE IN ANY WAY FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE (INCLUDING DAMAGE TO ANY PERSONAL PROPERTY WHICH TENANT MAY BRING INTO, OR ANY WORK WHICH TENANT MAY PERFORM IN, THE PREMISES) WHICH MAY OCCUR IN OR ABOUT THE PROPERTY TO TENANT OR SUCH OTHER PERSON OR FIRM AS A RESULT OF ANY SUCH ENTRY, INCLUDING WITHOUT LIMITATION DAMAGE RESULTING FROM, OR ALLEGED TO RESULT FROM, LANDLORD'S NEGLIGENCE. 4. BASE RENT For the entire Term, Tenant shall owe Landlord, in advance, without demand, deduction or set off, the total Term Payment of Ten and No/ 100 Dollars ($10.00). The full Base Rent payment is due and payable on the Effective Date of this Lease. S. TAXES (a) Real Property Taxes. The term "Taxes" means all taxes, assessments and governmental charges of any kind and nature (collectively referred to herein as "Taxes") that accrue against the Property and the Building. (b) Personal Property Taxes. Tenant shall be liable for, and shall pay, alt taxes levied or assessed against any personal property or fixtures placed in or on the Premises by or on behalf of Tenant. If any such taxes are levied or assessed against Landlord or the Property, and (i) Landlord pays the same or (ii) the assessed value of the Property is increased by inclusion of such personal property and fixtures and Landlord pays the increased taxes, then Tenant shall pay to Landlord, upon demand, the amount of such taxes. Page 2 of 11 InitialAL.) Date 6. LANDLORD HAS NO OBLIGATION FOR REPAIR AND MAINTENANCE BY EXECUTING THiS LEASE, TENANT SHALL BE DEEMED TO HAVE ACCEPTED THE PREMISES, BUILDING AND PROPERTY "AS IS" AND SUITABLE FOR THE PURPOSES INTENDED BY TENANT, AND TO HAVE ACKNOWLEDGED THAT SAME FULLY SATISFY ALL OF LANDLORD'S OBLIGATIONS. Tenant hereby expressly acknowledges its complete understanding and acceptance of the following statements: (a) Structural Repairs. Landlord shall have no obligation whatsoever to maintain the foundation, roof, and exterior painting and structural soundness of exterior walls of the Building. Landlord shall have no obligation whatsoever to effect repairs or cure defects. (b) Exterior Improvements. Landlord shall have no obligation whatsoever to maintain the exterior site improvements situated on the Property. Landlord shall have no obligation whatsoever to effect repairs or cure defects. (c) Mechanical Systems. Landlord shall have no obligation whatsoever to maintain, repair and make replacements to the HVAC, electric, plumbing, sprinkler and other mechanical systems. Landlord shall have no obligation whatsoever to effect repairs or cure defects. (d) ADA Requirements. Landlord shall have no obligation whatsoever to install, maintain, repair and make replacements to the structure relative to ADA (The Americans with Disabilities Act of 1990) requirements. Landlord shall have no obligation whatsoever to cure any defects relative to same. (e) Exclusions. Tenant shall reimburse Landlord for the cost of any repairs which are occasioned by the acts or omissions or negligence of Tenant, its agents, employees, subtenants, Iicensees, contractors, or concessionaires. Landlord has no obligation to maintain the Property, Building or Premises except as expressly stated in this Paragraph 6. 7. TENANT'S REPAIRS (a) Maintenance of Premises and Appurtenances. Tenant, at its own cost and expense, shall (i) maintain all parts of the Premises which are not expressly LandIord's responsibility under Paragraph 6 and promptly make alt necessary repairs and replacements to the Premises (unless Landlord is expressly responsible hereunder for such repairs), and (ii) keep the exterior site improvements on the Property free of trash and debris from Tenant's use. Tenant's obligation to maintain, repair and make replacements to the Premises shall cover, but not be limited to, pest control (including termites), and trash removal. Tenant shall take all steps necessary to transfer to Landlord any and all warranties, if any, applicable to the Premises that are obtained by Tenant during the Term. Subject to Landlord's prior written approval as to location, appearance, size and type of receptacle, Tenant may place a trash receptacle 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. If any repairs required to be made by Tenant hereunder are not made within fifteen (15) days after written notice delivered to "Tenant by Landlord, Landlord may, at its option, make such repairs without incurring any liability owed to Tenant for any loss or damage which may result to Tenant by reason of such repairs, and Tenant shall pay to Landlord within fifteen (15) days after demand as additional rental hereunder the cost of such repairs plus ten percent (10%) of the amount thereof. (b) Parking. Tenant shall not park on any public street or private roadways adjacent to or near the Property, and Tenant shall prohibit its employees or customers from parking on such streets or roadways. Tenant does not have the right to tow or obstruct improperly parked vehicles. As a part of the rules and regulations, Tenant agrees that Landlord may impose fines for improper use of the parking areas or street parking, may designate specific areas on the Property where Tenant's employees must park, may designate "visitor parking," and may elect to remove any improperly parked vehicles by towing or otherwise, in which event, if one of Tenant's employees or customers is the 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 removal. Landlord may close temporarily any part of the exterior site improvements for such periods of time as may be necessary to prevent the public from obtaining prescriptive rights, or for other reasonable purposes. (c) Option to Maintain Premises. Landlord may elect to perform, in whole or in part, upon at least thirty (30) days notice to Tenant, any or all of the obligations which Tenant is required to perform under this Paragraph 7, in which event the cost of such performance shall be charged to Tenant and Tenant shall pay to Landlord within fifteen (15) days after demand as additional rental hereunder the cost of such performance plus ten percent (10 %) of the amount thereof. 8. ALTERATIONS Tenant shall not make any alterations, additions or improvements to the Premises without Landlord's prior written consent. Landlord is not obligated to notify Tenant whether it consents to an alteration, addition or improvement until Landlord (a) has received plans and specifications reflecting same in both a blueline and CAD disk format which are sufficiently detailed to describe fully the work to be performed, and (b) has had a reasonable opportunity to review them (which Page 3 of 11 shall not be less than fifteen (15) business days). If the alteration, addition or improvement may affect the I3uilding's structure, or mechanical, electrical, or plumbing systems, then the plans and specifications therefor must be prepared by a licensed engineer reasonably acceptable to Landlord. Landlord's approval of any plans and specifications will not represent that the plans or the work depicted thereon will comply with law or be adequate for any purpose, but shall constitute only Landlord's consent to performance of the work. Tenant may install shelves, bins, machinery and trade fixtures so long as such items (1) do not alter the basic character of the Premises or the Building; (2) do not overload or damage same; and (3) may be removed without material damage to the Premises. Unless Landlord specifies in writing otherwise, all alterations, additions, and improvements installed in the Premises by Tenant shall be Landlord's property upon installation and Tenant has no duty to restore. All shelves, bins, machinery and trade fixtures installed by Tenant must be removed on or before the earlier to occur of the day of termination or expiration of this Lease or the date Tenant vacates the Premises. All work performed by Tenant in the Premises (including that relating to the installation, repair, replacement, or removal of any item) shall be performed in accordance with all applicable governmental laws, ordinances, regulations, and with Landlord's specifications and requirements, in a good and workmanlike manner, and so as not to damage or alter the Building's structure or the Premises, and in such manner as to cause a minimum of interference. Tenant shall comply with The Americans with Disabilities Act of 1990, and all asbestos testing requirements of the State of Texas or local municipality. In connection with any alteration, addition, or improvement performed by Tenant, Tenant hereby holds Landlord harmless from any damage to the Premises or Building resulting, directly or indirectly, by Tenant or Tenant's contractors. 9. SIGNS Any sign which Tenant desires at the Premises must be approved by Landlord in writing. A request for approval shall be submitted to Landlord before the Commencement Date of this Lease. Tenant shall repair, paint and/or replace the Building fascia surface to which its signs are attached when Tenant vacates the Premises or removes or alters its signs. Without Landlord's prior written consent Tenant shall not, (i) change the exterior of the Premises (including painting); (ii) install any exterior lights, decorations, balloons, flags, pennants or banners; or (iii) erect or install any signs, windows or door lettering, placards, decorations or advertising media of any type which can be viewed from outside the Premises. All signs, decorations, advertising media, blinds, draperies and other window treatment, bars or other security measures visible from outside the Premises shall conform in all respects to the criteria established by Landlord or shall be otherwise subject to Landlord's prior written consent. 10. UTILITIES Landlord shall not be liable to install or pay for any water, wastewater, electricity, utilities, or telecommunications services to the Premises. If currently provided to the Premises, Tenant shall pay all charges used on or at the Premises, along with any taxes, penalties, surcharges or similar charges pertaining to Tenant's use of the Premises, and along with any maintenance charges for such utilities. These payments shall be made directly to the provider of the utility service if the service is separately metered. Landlord shall not be liable for any interruption or failure of utility service on the Premises, and Tenant shall have no rights or claims as a result of any such failure. 11. INSURANCE (a) Tenant's Insurance. Tenant shall maintain (i) a policy or policies of comprehensive general liability insurance pertaining to its use and occupancy of the Premises, such insurance to afford minimum protection of not less than One Million and No/100 Dollars ($1,000,000.00) combined single Iimit coverage for bodily injury, death to any one person or property damage in any one occurrence, (ii) a contractual liability coverage endorsement with "incidental contract" coverage including all oral or written contracts relating to the named insured's business, and (iii) fire and extended coverage insurance covering the replacement cost of (A) all alterations, additions, partitions and improvements installed or placed on the Premises by Tenant or on behalf of Tenant; and (B) all of Tenant's personal 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 acceptable to Landlord and authorized to do business in Texas. All liability policies shall name Landlord and such other persons as Landlord may specify as additional insured parties, and shall insure Landlord's and such other persons contingent liability under 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 to Landlord. All policies or certificates thereof shall be delivered to Landlord by Tenant on or before the Delivery Date and at least ten (10) days before each renewal of said insurance. (b) Prohibited Uses. Tenant will not permit the Premises to be used for any purpose or in any manner that would (i) void the insurance thereon, (ii) increase the insurance risk or cost thereof, or (iii) cause the disallowance of any sprinkler credits; including without limitation, use of the Premises for the receipt, storage or handling of any product, material or merchandise that is explosive or highly inflammable. If any increase in the cost of any insurance on the Premises or the Building is caused by Tenant's use of the Premises or because Tenant vacates the Premises, then Tenant shall pay the amount of such increase to Landlord upon demand therefor. Initial �. Date y Page 4 of 11 12. FIRE AND CASUALTY DAMAGE (a) Total or Substantial Damage and Destruction. If the Premises or the Building should be damaged or destroyed by fire or other peril, Tenant shall immediately give written notice to Landlord of such damage or destruction. If (i) the Premises or the Building should be totally destroyed, or (ii) they should be so damaged that, in Landlord's estimation, rebuilding or repairs cannot be completed within thirty (30) after the date of the damage, then Tenant may elect to terminate this Lease, in which event the rent shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage. (b) Partial Damage or Destruction, If the Premises or the Building should be partially damaged or destroyed, Landlord shall not be required to substantially restore the Premises to its previous condition. Landlord shall not be required to rebuild, repair or replace the Premises, or any part of the partitions, fixtures, alterations, additions and other improvements that may have been constructed, erected or installed in or about the Premises by, or for the benefit of, "Tenant. (c) Waiver of Subrogation. Whenever (a) any loss, cost, damage or expense resulting from fire, explosion or any other casualty or occurrence is incurred by either of the parties to this Lease in connection with the Premises, and (b) such party is then covered (or is required under this Lease to be covered) in whole or in part by insurance with respect to such loss, cost, damage or expense, then the party so insured hereby releases the other party from any liability it may have on account of such loss, cost, damage or expense to the extent of any amount recovered by reason of such insurance, and waives any right of subrogation which might otherwise exist on account thereof, provided that such release of liability and waiver of the right to subrogation shall not be operative in any case where the effect thereof is to invalidate such insurance coverage or increase the cost thereof (provided, that in the case of increased cost, the other party shall have the right, within thirty (30) days following written notice, to pay such increased costs, thereupon keeping such release and waiver in full force and effect), Landlord and Tenant shall use their respective commercially reasonable efforts to obtain such a release and waiver of subrogation from their respective insurance carriers and shall obtain any special endorsement, if required by their insurer, to evidence compliance with the aforementioned waiver. The failure by Tenant to carry property insurance required to be carried by Tenant hereunder shall not be a defense against any claim by Tenant against Landlord for property damage caused by Tenant. 13. LIABILITY AND INDEMNIFICATION. Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority or any similar matter. Landlord shall not be liable to Tenant, or to Tenant's agents, servants, employees, customers or invitees, and Tenant shall indemnify, defend and hold Landlord harmless from and against any and all fines, suits, claims, demands, losses, liabilities, actions and costs (including court costs and attorney's fees) arising from (a) any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant's agents, servants, employees, customers, contractors, or invitees, (b) Tenant's use of the Premises or the conduct of Tenant's business or profession, (c) any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or the Property or (d) any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OR GROSS NEGLIGENCE OF LANDLORD OR LANDLORD'S AGENTS OR EMPLOYEES, OR FROM STRICT LIABILITY OF ANY SUCH PERSONS, OR FROM ANY BREACH OR DEFAULT IN THE PERFORMANCE OF ANY OBLIGATION ON LANDLORD'S PART TO BE PERFORMED UNDER THE TERMS OF THIS LEASE, OR OTHERWISE. LANDLORD ADVISES TENANT TO OBTAIN ADDITIONAL INSURANCE IN EXCESS OF THE AMOUNTS REQUIRED HEREIN TO PROTECT AGAINST THE ABOVE OCCURRENCES IF TENANT DESIRES ADDITIONAL COVERAGE FOR SUCH RISKS. Tenant shall notify Landlord promptly of any significant accidents involving injury to persons or property. TENANT ACKNOWLEDGES THAT LANDLORD HAS ADVISED THAT LANDLORD DOES NOT PROVIDE OR MAINTAIN SECURITY SYSTEMS AND SERVICES FOR THE PREMISES. Tenant shall give Landlord prompt notice of any criminal or suspicious conduct within or about the Premises, the Building or the Property and/or any personal injury or property damage caused thereby. TENANT ACKNOWLEDGES THAT LANDLORD HAS ADVISED THAT LANDLORD DOES NOT PROVIDE OR MAINTAIN LIGHTING IN PARKING AREAS. TENANT ACKNOWLEDGES THE ADEQUACY OF CURRENT CONDITIONS AND AGREES THAT LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LIGHTING OR ANY SECURITY MEASURES ON OR FOR THE PROPERTY. LANDLORD SHALL NOT 13E LIABLE TO TENANT FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. 14. USE The Premises shall be used only for a Permitted Use specified by Landlord. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises or any of Tenant's alterations or Page 5 of 11 Initial Date irnprovements to the Premises, and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances in, upon or connected with the Premises, all at Tenant's sole expense. 15. HAZARDOUS WASTE The term "Hazardous Substances," as used in this Lease, shall mean pollutants, contaminants, toxic or hazardous wastes, radioactive materials or any other substances, the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any "Environmental Law," which term shall mean any federal, state or local statute, ordinance, regulation or other law of a governmental or quasi -governmental authority relating to pollution or protection of the environment or the regulation of the storage or handling of Hazardous Substances. Tenant hereby agrees that: (i) no activity will be conducted on the Premises that will produce any Hazardous Substances, except for activities which are part attic ordinary course of Tenant's business activities, which are conducted in accordance with all Environmental Laws, and which are approved in advance in writing by Landlord (which approval may be withheld in Landlord's sole and absolute discretion) (the "Permitted Activities"); provided, however, Tenant shall obtain all required permits and authorizations, shall pay all fees, shall provide all testing required by any governmental agency in connection with the Permitted Activities; (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances, except for the temporary storage of such materials which are used in the ordinary course of Tenant's business (the "Permitted Materials"), properly stored in a manner and location meeting all Environmental Laws, and approved in advance in writing by Landlord (which approval may be withheld in Landlord's sole and absolute discretion), provided, however, that Tenant shall obtain all required permits or authorizations, pay all fees and provide all testing required by an governmental agency in connection with the Permitted Materials; (iii) no portion of the Premises will be used as a landfill or a dump; (iv) Tenant will not install any underground tanks of any type; (v) Tenant will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute, a public or private nuisance; and (vi) Tenant will not permit any I lazardous Substances to be brought onto the Premises, except for the Permitted Materials, and if so brought or found located thereon, the same shall be immediately removed, with proper disposal, and all required clean-up procedures shall be diligently undertaken by Tenant at its sole cost pursuant to all Environmental Laws. Landlord and Landlord's representatives may, but are not obligated to, enter the Premises to inspect the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. if Landlord, in Landlord's sote opinion, determines that any Permitted Materials are being improperly stored, used or disposed of, then Tenant shall immediately take such corrective action as requested by Landlord. Should Tenant fail to take such corrective action within twenty-four (24) hours, Landlord shall have the right to perform such work and Tenant shall reimburse Landlord, on demand, for any and all costs associated with said work. If at any time during or after the "Perm, the Premises is found to be contaminated with Hazardous Substances, Tenant shall diligently institute proper and thorough clean-up procedures, at Tenant's sole cost. Tenant agrees to indemnify and hold Landlord harmless from ail claims, demands, actions, liabilities, costs, expenses, damages, penalties and obligations of any nature arising from or as a result of any contamination of the Premises with Hazardous Substances, or otherwise arising from the use of the Premises by Tenant. Landlord further may enter upon the Premises from time to time to inspect same and to conduct thereon any environmental audit or assessment or perform any testing to confirm Tenant's compliance with the provisions of this Paragraph, and if any such audit, assessment or test reflects that Tenant is in violation of this Paragraph, in addition to Tenant's other obligations contained herein, Tenant shall reimburse Landlord for the cost of such audit, assessment or test. The foregoing indemnifications and the responsibilities of Tenant shall survive the termination or expiration of this Lease. 16. INSPECTION Landlord may enter upon the Premises during normal business hours for any reasonable purpose, including without limitation, inspecting same. Tenant shall notify Landlord in writing at least thirty (30) days before vacating the Premises and shall arrange to meet with Landlord for a joint inspection of the Premises before vacating. If Tenant does not give such notice or arrange for such inspection, then Landlord's inspection of the Premises shall be deemed correct for the purpose of determining Tenant's responsibility for repairs and restoration of the Premises. 17. ASSIGNMENT AND SUBLETTING Tenant shall not have the right to sublet, assign or otherwise transfer or encumber this Lease, or any interest therein, without Landlord's 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 encumbrance by Tenant in violation of the terms and covenants of this Paragraph 17 shall be void. Any assignee, sublessee or transferee of Tenant's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "Transferees"), by assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Transferees to which Landlord is entitled or is otherwise in contravention of this Paragraph 17. No assignment, subletting or other transfer, whether or not consented to by Landlord or permitted hereunder, shall relieve Tenant of its liability under this Lease. If an Event of Default occurs while the Premises or any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided or provided by law, may collect directly from such "Transferee all rents payable to the Tenant and apply such rent against any sums due Landlord hereunder. No such collection shall be construed to constitute a novation or a release of Tenant from the fiirther performance of Tenant's obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as provided above and any category of rent subsequently received by Tenant under any such sublease is in excess of the same category of rent payable under this Lease, or any additional Page 6 of 11 consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its option, declare such excess rents under any sublease or such additional consideration for any assignment to be due and payable by Tenant to Landlord as additional rent hereunder. The following shall additionally constitute an assignment of this Lease by Tenant for the purposes of this Paragraph : (i) if Tenant is a corporation, limited liability company, partnership, or other entity, any merger, consolidation, dissolution or liquidation, or any change in ownership or power to vote of thirty percent (30%) or more of Tenant's outstanding ownership interests; or (ii) the sale, transfer, exchange, liquidation or other distribution of more than thirty percent (30%) of Tenant's assets, other than this Lease; or (iii) the mortgage, pledge, hypothecation or other encumbrance of or grant of a security interest by Tenant in this Lease, or of any of Tenant's rights hereunder. Tenant shall reimburse Landlord for all out-of-pocket expenses (including attorney's fees) incurred by Landlord in connection with reviewing a request for an assignment or sublease. 18. CONDEMNATION If all of the Property is taken for any public or quasi -public use under governmental law, ordinance or regulation, or by right of eminent domain or private purchase in lieu thereof, then this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective on the date of such taking. If a portion of the Property is taken, but the Premises reasonably may be used for the Permitted Use (as determined by Landlord in its commercially reasonable discretion), then this Lease shall not terminate, nor shall the rent hereunder abate or be reduced. All compensation awarded in connection with or as a result of any of the foregoing proceedings shall be Landlord's property, and 'Tenant hereby assigns any interest in any such award to Landlord. Landlord shall have no interest, however, in any award made to Tenant for loss of business or goodwill or for the taking of Tenant's trade fixtures and personal property, if a separate award for such items is made to Tenant. 19. HOLDING OVER At the termination of this Lease by its expiration or otherwise, Tenant shall itmnediately deliver possession of the Premises to Landlord with all repairs and maintenance required herein to be performed by Tenant completed. If, for any reason, Tenant retains possession of the Premises after the expiration or termination of this Lease, unless the parties hereto otherwise agree in writing, such possession shall be deemed to be a tenancy at will only, and all of the other tertns and provisions of this Lease shall be applicable during such period. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided. The preceding provisions of this Paragraph 19 shall not be construed as consent for Tenant to retain possession of the Premises in the absence of written consent thereto by Landlord. 20. QUIET ENJOYMENT Landlord represents that it has the authority to enter into this Lease and that, so long as Tenant pays all amounts due hereunder and performs all other covenants and agreements herein set forth, Tenant shall peaceably and quietly have, hold and enjoy the Premises for the Term without hindrance or molestation from Landlord, subject to the terms and provisions of this Lease. 21. EVENTS OF DEFAULT The following events (herein individually referred to as an "Event of Default") each shall be deemed to be a default in or breach of Tenant's obligations under this Lease: (a) 'Tenant shall fail to pay any installment of the rent herein reserved when due, or any other payment or reimbursement to Landlord required herein when due, and such failure shall continue for a period of five (5) days after the date such payment was due. (b) Tenant shall default in the performance of any of its obligations under any other lease to Tenant from Landlord, or from any person or entity affiliated with or related to Landlord, and same shall remain uncured after the lapsing of any applicable cure periods provided for under such other lease. (c) Tenant shall fail to comply with any term, provision or covenant of this Lease (other than those listed in this Paragraph), and shall not cure such failure within ten (10) days after written notice thereof to Tenant; provided, however, that if the failure to cure is of such a nature that it cannot reasonably be cured within saki ten-day period, Tenant shall not be deemed in default so long as Tenant continences curing such failure within said ten-day period, and diligently prosecutes same to completion. If Landlord is required to notify Tenant of any default under the provisions of this Lease, such obligation shall terminate following the second notice of default delivered to Tenant during the Term. 22. REMEDIES Upon each occurrence of an Event of Default, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand: (a) Terminate this Lease; (b) Through judicial proceedings, enter upon and take possession of the Premises without terminating this Lease; Page 7 of 11 (c) Make such payments and/or take such action and pay and/or perform whatever Tenant is obligated to pay or perform under the terms of this Lease, and Tenant agrees that Landlord shall not be liable for any damages resulting to Tenant from such action; and/or (d) The provisions of this Lease are intended to supersede Section 93.002 of the Texas Property Code and Tenant hereby expressly waives any and all rights and remedies Tenant may have under Paragraph (g) of such Section 93.002. i. Damages Upon Termination. If Landlord elects to terminate this Lease, Tenant shall be liable for and shall pay to Landlord the sum of all rental and other payments owed to Landlord hereunder accrued to the date of such termination, plus, as liquidated damages, an amount equal to (i) the present value of the total rental and other payments owed hereunder for the remaining portion of the Term, calculated as if such term expired on the date set forth in the Basic Lease Information, less (ii) the present value of the then fair market rental for the Premises for such period. ii. Damages Upon Repossession. If Landlord repossesses the Premises without terminating this Lease, Tenant, at Landlord's option, shall be liable for and shall pay Landlord on demand all rental and other payments owed to Landlord Hereunder, accrued to the date of such repossession, plus damages. Actions to collect amounts due by Tenant to Landlord under this Paragraph may be brought from time to time, on one or more occasions, without the necessity of Landlord's waiting until expiration of the Term. iii. Costs of Reletting, Removing, Repairs and Enforcement. Upon an Event of Default, in addition to any sum provided to be paid under this Paragraph 22, Tenant also shall be liable for and shall pay to Landlord (i) brokers' fees and all other costs and expenses incurred by Landlord in connection with reletting the whole or any part of the Premises; (ii) the costs of removing, storing or disposing of Tenant's or any other occupant's property; (iii) any and all costs and expenses incurred by Landlord in effecting compliance with Tenant's obligations under this Lease; and (iv) all reasonable expenses incurred by Landlord in enforcing or defending Landlord's rights and/or remedies hereunder, including without limitation all reasonable attorneys' fees and all court costs incurred in connection with such enforcement or defense. iv. No Implied Acceptances or Waivers. Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance by Landlord of Tenant's surrender of the Premises, it being understood that such surrender can be effected only by the written agreement of Landlord. Tenant and Landlord further agree that forbearance by Landlord to enforce any of its rights under this Lease or at law or in equity shall not be a waiver of Landlord's right to enforce any one or more of its rights, including any right previously forborne, in connection with any existing or subsequent default. No re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease, unless a written notice of such intention is given to Tenant, and, notwithstanding any such reletting or re-entry or taking possession of the Premises, Landlord may at any time thereafter elect to terminate this Lease for a previous default. Pursuit of any remedies hereunder shall not preclude the pursuit of any other remedy 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 Landlord hereunder or of any damages to Landlord by reason of the violation of any of the terms, provisions and covenants contained in this Lease. Landlord's acceptance of any rent following an Event of Default hereunder shall not be construed as Landlord's waiver of such Event of Default. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants of this Lease shall be deemed or construed to constitute a waiver of any other violation or default. 23. LANDLORD DEFAULT If Landlord fails to perform any of its obligations hereunder within thirty (30) days after written notice from Tenant specifying such failure, Tenant's exclusive remedy shall be an action for damages. Unless and until Landlord fails to so cure any default after such notice, Tenant shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of its ownership of the Property and not thereafter. The term "Landlord" shall mean only the owner, for the time being, of the Property and, in the event of the transfer by such owner of its interest in the Property, such owner shall thereupon be released and discharged from all covenants and obligations of the Landlord thereafter accruing, provided that such covenants and obligations shall be binding during the Term upon each new owner for the duration of such owner's ownership. Notwithstanding any other provision (Willis Lease, Landlord shall not have any personal liability hereunder. In the event of any breach or default by Landlord in any term or provision of this Lease, Tenant agrees to look solely to the equity or interest then owned by Landlord in the Property; and in no event shall any deficiency judgment or any money judgment of any kind be sought or obtained against any Landlord. The liability of Landlord to Tenant for any default by Landlord under the terms of this Lease shall be limited to the interest of Landlord in the Premises or the Building, it being intended that nether Landlord nor its officers, directors and employees shall be personally liable for any judgment or deficiency. Page 8of11 Initial ‘,C Date .1\-\ t i� , 24. NO RECORDATION Tenant shall not record this Lease or any memorandum thereof without the prior written consent of Landlord. 25. MECHANIC'S LIENS Tenant will not permit any mechanic's lien or liens to be placed upon the Premises or Property, or any portion thereof, caused by or resulting from any work performed, materials furnished or obligation incurred by or at the request of Tenant. If any such lien is filed, Tenant will immediately pay, obtain the release of, or bond around same (such bond to be in the form and amount prescribed by the 'Texas Property Code). If any lien is not removed (or bonded around) within thirty (30) days, Landlord may pay the debt secured by 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 rent hereunder due from Tenant to I..andlord and shall be repaid to Landlord (together with interest at the Past Due Rate from the date paid by Landlord until the date Landlord is reimbursed by Tenant) within fifteen (15) days after Tenant's receipt of a statement from Landlord therefor. 26. MISCELLANEOUS (a) Interpretation. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease. (b) Binding Effect. Except as otherwise herein expressly provided, the terms, provisions and covenants and conditions in this Lease shall apply to, inure to the benefit of and be binding upon the parties hereto and upon their respective heirs, executors, personal representatives, legal representatives, successors and permitted assigns. (c) Transfer. Upon fifteen (15) 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 and this Lease. Any such sale, transfer or assignment shall operate to release Landlord from any and all liabilities arising out of any act, occurrence or omission relating to the Premises, the Building or this Lease arising after the date of such sale, assignment or transfer (d) Evidence of Authority. 'Tenant agrees to furnish to Landlord, promptly upon demand, a corporate resolution, proof of due authorization by partners, or other appropriate documentation evidencing the due authorization of Tenant to enter into this Lease. (a) Force Majeure. Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond Landlord's reasonable control. (b) Payments Constitute Rent. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as rent, shall constitute rent. (c) Estoppel Certificates. Tenant agrees, from time to time, within ten (10) days after request of Landlord, to deliver to Landlord, or Landlord's designee, an estoppel certificate stating that this Lease is in full force and effect, the date to which rent has been paid, the unexpired Term, any defaults existing under this Lease (or the absence thereof) and such other factual matters pertaining to this Lease as may be requested by Landlord. It is understood and agreed that Tenant's obligation to furnish such estoppel certificates in a timely fashion is a material inducement for Landlord's execution of this Lease. In the event Tenant fails to deliver such certificate to Landlord, Tenant irrevocably appoints Landlord as 'T'enant's attorney-in-fact to execute same. (d) Entire Agreement: No Landlord Warranties or Representations. This Lease constitutes the entire understanding and agreement of Landlord and Tenant with respect to the subject matter of this Lease, and contains all of the covenants and agreements of Landlord and Tenant with respect thereto. Landlord and Tenant each acknowledge that no representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not contained herein, and any prior agreements, promises, negotiations or representations not expressly set forth in this Lease are of no force or effect. LANDLORD'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LEASE, AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED 'WARRANTIES, NOW OR IN THE FUTURE. NO WARRANTIES HAVE BEEN MADE BY LANDLORD OTHER THAN THOSE EXPRESSLY CONTAINED IN THIS LEASE. TO THE FULLEST EXTENT PERMITTED BY LAW, TENANT HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES WHICH MAY EXIST BY OPERATION OF LAW OR IN EOUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Landlord's agents and employees do not and will not have authority to make exceptions, changes or amendments to this Lease, or factual representations not expressly contained in this Lease. Under no circumstances shall Landlord or Tenant be considered an agent of the other. This Lease may not be altered, changed or amended except by an instrument in writing signed by both parties hereto. Neither Landlord nor Landlord's agents have made any representations or promises with respect to the Prernises, the Building or the Lease except as herein expressly set forth, and no rights, easements or Iicenses are acquired by Tenant by implication or otherwise by virtue hereof except as Page 9 of 11 Initial Date fk ` `� VC:; expressly set forth in the provisions of this Lease. TENANT AGREES THAT TENANT IS WAIVING TENANT'S RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES -CONSUMER PROTECTION ACT, SECTION 17.41 ET SEO. BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. Tenant hereby represents and warrants to Landlord that (i) Tenant is not in a significantly disparate bargaining position in relation to Landlord, (ii) Tenant has the opportunity to be represented by legal counsel of Tenant's own choice and designation in connection with this Lease, and (iii) Tenant is not leasing the Premises for use as a residence. (e) Survival of Obligations. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the Term shall survive such expiration or earlier termination. Severability of Terms. If any clause or provision of this Lease is illegal, invalid 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 remainder 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 provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable. Brokers' Commission. 'Tenant represents and warrants that it has dealt with and will deal with no broker, agent or other person in connection with this transaction or future related transactions and that no broker, agent or other person brought about this transaction, and Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction. (h) Ambiguity. Landlord and Tenant hereby agree and acknowledge that this Lease has been fully reviewed and negotiated by both Landlord and Tenant, and that Landlord and Tenant have each had the opportunity to have this Lease reviewed by their respective legal counsel, and, accordingly, in the event of any ambiguity herein, Tenant does hereby waive the rule of construction that such ambiguity shall be resolved against the party who prepared this Lease. Joint and Several Liability. If there be more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. If there be a guarantor of Tenant's obligations hereunder, the obligations hereunder imposed upon Tenant shall be joint and several obligations of Tenant and such guarantor, and Landlord need not first proceed against Tenant before proceeding against such guarantor, nor shall any such guarantor be released from its guaranty for any reason whatsoever, including, without limitation, in case of any amendments hereto, waivers hereof or failure to give such guarantor any notices hereunder. (j) "Third Party Rights. Nothing herein expressed or implied is intended, or shall be construed, to confer upon or give to any person or entity, other than the parties hereto, any right or remedy under or by reason of this Lease. (k) Exhibits and Attachments. An exhibits, attachments, riders and addenda referred to in this Lease, and the exhibits listed herein below and attached hereto, are incorporated into this Lease and made a part hereof for all intents and purposes as if firmly set out herein. (1) Applicable Law. This Lease has been executed in the State of Texas and shalt be governed in all respects by the laws of the State of Texas. It is the intent of Landlord and Tenant to conform strictly to all applicable state and federal usury laws. All agreements between Landlord and Tenant, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever shall the amount contracted for, charged or received by Landlord for the use, forbearance or retention of money hereunder or otherwise exceed the maximum amount which Landlord is legally entitled to contract for, charge or collect under the applicable state or federal law. If, from any circumstance whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, then the obligation to be fulfilled shall be automatically reduced to the linmit of such validity, and if from any such circumstance Landlord shall ever receive as interest or otherwise an amount in excess of the maximum that can be legally collected, then such amount which would be excessive interest shall be applied to the reduction of rent hereunder, and if such amount which would be excessive interest exceeds such rent, then such additional amount shall be refunded to Tenant. (f) (g) (i) (in) Jurisdiction and Venue. All causes of action in connection herewith shall be maintained in proceedings filed in Williamson County, Texas. 27. NOTICES Each provision of this instrument or of any applicable governmental laws, ordinances, regulations and other requirements with reference to the sending, mailing or delivering of notice or the snaking of any payment by Landlord to 'Tenant or with reference to the sending, mailing or delivering of any notice or the making of any payment by Tenant to Landlord shall be deemed to be complied with when and if the following steps are taken: (a) An rent and other payments required to be made by Tenant to Landlord hereunder shall be payable to Landlord at Landlord's Address herein or at such other address as Landlord may specify from time time by wt.' en notice Initial 0 Date Page Wall delivered in accordance herewith. 'T'enant's obligation to pay rent and any other amounts to Landlord under the terms of this Lease shall not be deemed satisfied until such rent and other amounts have been actually received by Landlord. (b) All notices required to be made by Landlord to Tenant hereunder shall be made to Tenant at Tenant's Address herein, or at such other address within the continental United States as Tenant may specify from time to time by written notice delivered in accordance herewith. (d) Except as expressly provided herein, any written notice, document or payment required or permitted to be delivered hereunder shall be deemed to be delivered when received or, whether actually received or not, when deposited in the United States Mail, postage prepaid, Certified or Registered Mail, addressed to the parties hereto at their respective addresses specified herein, or at such other address as they have theretofore specified by written notice delivered in accordance herewith. EXECUTED BY THE PARTIES on this the g -qday of the month of CITY OF ROUND ROCK, TEXAS LANDLORD By: Printed Name: Title: Date Signed: ATTEST: By: Sara L. White, City Secretary FOR CITY, AP 'RIVED AS By: AL, L Stephan Sheets, City Attorney ABUNDANT OUTREACH ASSOCIATION TENANT By:i_. Printed Name: 4< ;� .4,0,1,3 A, Title:���c,��. Date Signed: \'"� Page 11 of 11 , 2010. Initial r`� Date 4.