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CM-11-07-138ROUND ROCK, TEXAS PURPOSE, PASSION. PROSPERITY. City Manager Approval Summary Sheet illiCaitasste Consider authorizing the Mato execute a Shopping Center Lease Item Caption: Agreement with Triangle Center I, LTD. For space located at 2000 N. Mays, Suite 104. Approval Date: July 1, 2011 Department: Finance Department Project Manager: Cheryl Delaney, Director of Finance Item Summary: This rental agreement is for space to be used by the Utility Billing Section of the Finance Department while City Hall is being remodeled. This agreement is for twelve months. After reviewing multiple rental locations throughout the Round Rock area this site was determined to be the best location for the Utility Billing Section's needs. Strategic Plan Relevance: 8.0 Maintain and enhance public confidence, satisfaction and trust in City Government Cost: $36,828.00 Source of Funds: General Obligation Bonds, 2007 and General Self -Financed Construction REV. 6/10/10 SHOPPING CENTER LEASE AGREEMENT 1. DEFINITIONS AND BASIC PROVISIONS. a. "LANDLORD": TRIANGLE CENTER I, LTD. Address: 43 Wingreen Austin, Texas 78738 b. "TENANT": CITY OF ROUND ROCK, TEXAS Address: 221 East Main Street Round Rock, Texas 78664 c. Tenant's Department Housed in Shopping Center: City of Round Rock Utility Billing Department d. Tenant's Address in Shopping Center: 2000 North Mays, Suite 104 Round Rock, Texas 7866 e. "Shopping Center": Those certain improvements situated on that certain real property ("Land") more fully described in Exhibit "A", attached hereto and made a part hereof. f. "Premises": Approximately 1,980 square feet of retail space in the Shopping Center (computed from measurements to the exterior of outside walls and to the center of interior walls), a floor plan of which is attached hereto as Exhibit "B" and made a part hereof. g. "Term": Commencing on the "Commencement Date", as defined in Paragraph 3 hereof, and ending twelve (12) months thereafter. h. "Renewal Term": Tenant shall be granted an option to extend this Lease for one (1) additional term of six (6) months, in accordance with Exhibit "D", attached hereto and made a part hereof. i. Initial "Base Rent": $2,475.00 per month (See Paragraph 4 for Initial Base Rent) (See Exhibit "G" for Rent Schedule, attached hereto and made a part hereof). J Initial "Additional Rent": $594.00 per month (See Paragraph 5 for Initial Additional Rent): i. Common Area Payment $ 217.80 ii. Tax Payment $ 336.60 (-\\-t57- 00224497/jkg iii. Insurance Payment $ 39.60 iv. Other $ 0.00 v. Total Additional Rent $ 594.00 k. Initial Total Monthly Payment: $3,069.00 per month 1. "Late Payment Charge": An amount equal to five percent (5%) of any Rent due hereunder shall be charged for all payments received after the fifteenth (15th) day after such sum is due. m. "Security Deposit": $3,069.00 as a one-time payment n. Use of Premises: Utility Billing Department the City of Round Rock. o. By signature hereon, Landlord hereby acknowledges receipt of the sum of $3,069.00 for the Security Deposit that is due upon the signing of the Lease. 2. GRANTING CLAUSE. For and in consideration of the mutual covenants and agreements set forth herein, Landlord leases to Tenant and Tenant hereby leases from Landlord, for the Rent and upon the terms and conditions herein, the Premises situated in the Shopping Center owned and/or constructed by Landlord at The Triangle Center, 2000 North Mays, Round Rock, Williamson County, Texas. 3. COMMENCEMENT DATE. The "Commencement Date" of this Lease shall be defined as the date Tenant shall begin operation of its Utility Billing Department services within the Premises, but in no event later than July 1, 2011. 4. BASE RENT. a. Subject to any provisions for adjustment set forth herein, Tenant hereby agrees to pay, without deduction or offset, a Base Rent ("Base Rent") for the initial twelve- month term of this Lease Agreement in the total amount of Twenty-nine Thousand Seven Hundred and No/100 Dollars ($29,700.00), as set forth herein. The Base Rent shall be due and payable in twelve (12) equal monthly installments in the amount of Two Thousand Four Hundred Seventy-five and No/100 Dollars ($2,475.00) each. The first monthly installment of rent shall be due and payable on July 1, 2011 (see Exhibit "G" for Terms). All such installments shall be paid to Landlord in lawful money of the United States of America at the address of Landlord shown herein in Austin, Travis County, Texas, unless otherwise designated in advance in writing by Landlord. If the Term commences or terminates on any day other than the first or last day of the calendar month, the Base Rent and any other sums due hereunder shall be pro -rated for such fractional calendar month. The unpaid balance of all past due installments of the Base Rent and any Additional Rent shall bear interest at the maximum lawful rate per annum from the date due until paid. 2 b. The initial Base Rent provided for in Paragraph 4.a. shall be subject to an annual adjustment which shall take effect immediately at the end of the initial year of the Term and on the same calendar date of every year thereafter throughout the Term of any Renewal Term. Each such annually -adjusted Base Rent shall become the Base Rent for all purposes hereunder. Each such annual adjustment shall be an increase of five percent (5%) over the Base Rent for the previous year (see Exhibit "G" "Rider"). 5. ADDITIONAL RENT. In addition to and separate from the Base Rent, Tenant shall pay to Landlord as Additional Rent a "Common Area Payment", "Tax Payment", and "Insurance Payment" (collectively "Additional Rent"), as such quoted terms are herein defined. a. For the purposes of this Lease Agreement, the following terms shall have the indicated meanings: a 1. "Common Area Operating Costs" shall mean, for each calendar year (or portion thereof) during the term of this Lease, the aggregate of all costs, expenses, and liabilities of every kind or nature paid or incurred by Landlord, in Landlord's good faith judgment, in connection with operating, managing, and equipping the Common Area (including, among other costs, those incurred for lighting, heating, air conditioning, painting, water and wastewater, cleaning, placing, inspecting, landscaping, repairing, replacing, guarding, and protecting), in addition to any subdivision maintenance fees or dues, property owners' association fees or dues and similar charges, annual charges for reserves established by Landlord for future replacements or improvements to the Common Area (inclusive of periodic new blacktopping and/or striping of the parking areas) plus actual administrative costs and expenses actually paid or incurred by Landlord. Notwithstanding anything contained elsewhere in this Lease to the contrary, the following shall not be included in or considered as "Common Area Operating Costs": i. The cost of any improvements, repairs, alterations, additions, changes, replacements, equipment, tools and other items which under generally accepted accounting principles are required to be classified as capital expenditures (whether incurred directly or through a lease or service contract or otherwise) other than amortization of the cost of capital (and the installation thereof) items as expressly permitted in the Lease. ii. Depreciation of the Building, and all equipment, fixtures, improvements and facilities used in connection therewith and all other "non-cash" expense items. 3 iii. Advertising, promotional expenses, leasing commissions, attorneys' fees, costs and disbursements and other expenses incurred in connection with negotiations for leases, subleases and other occupancy agreements, with tenants or prospective tenants, sublessees or prospective sublessees, or other occupants in the Property, and costs incurred in connection with disputes and/or enforcement of any leases, subleases or occupancy agreements in the Property. iv. Any property taxes, assessments or other governmental charges to the extent reimbursed or reimbursable by any tenant or occupant of the Building (excluding reimbursements paid through Additional Rent). v. The cost of repairs or other work occasioned by any casualty which is covered by insurance, but only to the extent of the insurance proceeds received by Landlord net of the deductibles and cost of adjustment. vi. Tenant allowances, tenant concessions, work letters and other costs or expenses (including permits, licenses or inspection fees) for building out, renovating or otherwise improving or decorating, painting or redecorating space in the Building which is or normally would be occupied by tenants, including space planning/interior design fees for same. vii. Landlord's costs of electricity and other services sold or provided to tenants in the Building and for which Landlord is entitled to charge such tenants as a separate additional charge or rental over and above the Base Rent or Additional Rent payable under the lease with such tenant. viii. Costs (including but not limited to penalties, fines and associated legal expenses) incurred due to violation by Landlord of the terms and conditions of any lease or rental arrangement covering space in the Property or of any applicable laws, regulations, ordinances, codes or ordinances applicable to Landlord or to the Property. ix. Costs and expenses, overhead and profit increment paid to subsidiaries, partners or affiliates of Landlord or other Landlord - related parties, and salaries and associated costs of Landlord's employees, for goods or services on or to the Property, to the extent only that the cost of such goods or services exceeds competitive costs of such goods or services were they not so rendered by a subsidiary, affiliate or employee of Landlord. x. Any compensation paid to clerks, attendants or other personnel in commercial concessions operated by Landlord or any Landlord - related party. xi. The costs incurred related to maintaining Landlord's existence, either as a corporation, partnership or other entity. xii. Interest on debt or amortization payments on any mortgage or mortgages or rental payments under any ground or underlying leases (except to the extent that same are made to pay insurance and taxes). xiii. Interest and penalties due to late payments of taxes, utility bills and other such costs. xiv. Salaries or other compensation paid to employees of Landlord above the grade of chief engineer or on-site property manager; salaries or other compensation paid to employees of Landlord who are not employed solely in connection with the Property, to the extent of the pro rata portion of such compensation attributable to the portion of such employees' duties that are unrelated to the Property; general overhead and administrative expenses that would not be chargeable to operating expenses of the Building in accordance with generally accepted accounting principles, consistently applied. xv. The cost of any repairs occasioned by eminent domain, to the extent covered by amounts awarded and actually paid by the condemning authority for repairs occasioned by eminent domain. xvi. Management fees incurred by Landlord for the management of the Building, which exceed three percent (3%) of all gross rentals of the Building. xvii. Costs resulting from the gross negligence or willful misconduct of Landlord or Landlord's property manager for the Property. xviii. Costs incurred in installing, operating, maintaining and owning any observatory, broadcasting facilities (other than the Building's music system and life support and security systems), luncheon club, athletic or recreational club and/or child care center. xiv. Costs or expenses for the purchase, ownership or leasing of sculpture, painting or other works of art, but not including costs incurred with respect to the display, curating expenses and/or maintenance of same. xv. Costs or fees relating to the defense of Landlord's title to or interests in the Building, and/or Property Site, or any part thereof. xvi. Costs for abating or removing hazardous material from the Building, including asbestos -containing materials, unless such abatement or removal is required by or requires as the result of Tenant's acts or omissions. a2. "Taxes", as used herein shall mean all taxes, assessments, impositions, levies, charges, excises, fees, licenses, and other sums levied, assessed, charged, or imposed by any governmental authority or other taxing authority or which accrue on the Shopping Center and Land for each calendar year (or portion thereof) during the Term of this Lease, including without limitation all penalties, interest, and other charges (with respect to Taxes) payable by reason of any delay in or failure or refusal of Tenant to make timely payment as required under this Lease. a3. "Insurance Premiums" shall mean the total annual insurance premiums which accrue on all fire and extended coverage insurance, boiler insurance, public liability, and property damage insurance, rent insurance, and other insurance which, from time to time, may at Landlord's election be carried by Landlord with respect to the Shopping Center and Land during any applicable calendar year (or portion thereof) occurring during the Term of this Lease; provided, however, in the event that during any such calendar year all or any part of such coverage is written under a "blanket policy" or otherwise in such manner that Landlord was not charged a specific insurance premium applicable solely to the Shopping Center and Land, then in such event, the amount considered to be the Insurance Premium with respect to such coverage for such calendar year shall be that amount which would have been the annual insurance premium payable under the rates in effect on the first day of such applicable calendar year for a separate Texas Standard Form insurance policy generally providing such type and amount of coverage (without any deductible amount) with respect to the Building and Land (considering the type of construction and other relevant matters) irrespective of the fact that Landlord did not actually carry such type policy. Said insurance coverage may contain a standard mortgagee's clause requiring all proceeds to be paid to a mortgagee. b. ADDITIONAL RENT PAYMENTS. i. "Common Area Payment": Unless and until Landlord exercises the rights set forth in Paragraph 5.c. of this Lease Agreement, Tenant will pay to Landlord, monthly in advance, the sum set forth in Paragraph 1.j.i opposite 6 the term "Common Area Payment", payable at the same time and place as the Base Rent is payable, except, however, if the lease term does not begin on the first day of a calendar month, Tenant shall pay a pro rata portion of such sum for such partial month. ii. "Tax Payment": Unless and until Landlord exercises the rights set forth in Paragraph 5.c. of this Lease Agreement, Tenant will pay to Landlord, monthly in advance, the sum set forth in Paragraph 1.j.ii. opposite the term "Tax Payment", payable at the same time and place as the Base Rent is payable, except, however, if the lease term does not begin on the first day of a calendar month, Tenant shall pay a pro rata portion of such sum for such partial month. iii. "Insurance Payment": Unless and until Landlord exercises the rights set forth in Paragraph 5.c. of this Lease Agreement, Tenant will pay to Landlord, monthly in advance, the sum set forth in Paragraph 1.j.iii. opposite the term "Insurance Payment", payable at the same time and place as the Base Rent is payable, except, however, if the lease term does not begin on the first day of a calendar month, Tenant shall pay a pro rata portion of such sum for such partial month. c. ADJUSTMENTS TO ADDITIONAL RENT. Landlord shall have the right, but not the obligation, exercisable by Landlord's giving notice to Tenant from time to time during the term of this Lease (but not more often than twice in any one (1) calendar year), to estimate Tenant's Share of the Common Area Operating Costs, Taxes and/or Insurance Premiums for the relevant calendar year indicated by Landlord. In such event, commencing on the date designated by Landlord and continuing for the balance of the period during the term of this Lease indicated by Landlord, Tenant shall pay Landlord on the first day of each month, monthly in advance, one -twelfth (1/12th) of the amount(s) so estimated by Landlord. Unless and until Landlord gives Tenant written notice of the exercise of this right, Tenant shall continue to pay the amounts set forth in Paragraphs 5.b.i., ii. and iii. under the terms thereof as to each item not estimated by Landlord under this Paragraph. ii. At the end of each calendar year occurring during the term of this Lease Agreement during which Landlord shall have given Tenant notice of the exercise of any of its rights set forth in this Paragraph (and subsequent to the expiration or other termination of this Lease Agreement if such should occur on a date other than the last day of the calendar year), Landlord will give Tenant notice of the total amount(s) paid by Tenant for the relevant calendar year together with the actual amount of Tenant's Share of any such costs for such calendar year. If the actual amount of Tenant's Share of any of such costs with respect to such period exceeds the aggregate 7 amount(s) previously paid by Tenant with respect thereto during such period, Tenant shall pay to Landlord the deficiency within fifteen (15) days following written notice, and failure to make any such requested remittance within the aforesaid fifteen (15) day period may be treated by Landlord as a failure by Tenant to make timely payment of rent; however, if the aggregate amount(s) previously paid by Tenant with respect thereto exceeds Tenant's Share of any of such costs for such period, then such surplus (net of any amounts then owing by Tenant to Landlord) shall either be credited against the next ensuing installment of any of such costs due hereunder by Tenant, or Landlord may refund such net surplus to Tenant within fifteen (15) days. 6. SECURITY DEPOSIT. Tenant has provided Landlord with a Security deposit ("Security Deposit"), as security for the faithful performance and observance by Tenant of the terms and conditions of this Lease. Tenant hereby agrees that if Tenant defaults in the performance of any terms and conditions of this Lease and fails to cure such default after expiration of thirty (30) day written notice, Landlord may, at Landlord's sole option, use, apply or retain the whole or any part of the Security Deposit to the extent appropriate to cure Tenant's default and/or to compensate Landlord. No such application of the Security Deposit by Landlord shall be construed as an agreement to limit the amount of Landlord's claim or as a waiver or release by Landlord, but on the contrary, any claim of Landlord hereunder not recovered from the Security Deposit shall be and remain in full force and effect. If Landlord sells the Premises, or otherwise transfers its rights in this Lease to any other person, Landlord shall notify Tenant of such pending sale or assignment and Landlord shall transfer the security deposit to the purchaser effective as of the date of closing of said sale or assignment. 7. RENEWAL OPTION. See Exhibit "D". 8. USE AND OCCUPANCY. Tenant agrees to use and occupy the Premises only for the purposes set forth in Paragraph 1. n. hereof, with other uses to be allowed only with the express written consent of Landlord. Tenant agrees to use and maintain the Premises in a clean, careful, safe and proper manner, and to promptly observe and comply with all statutes, ordinances, and regulations of all governmental entities regarding the use and occupancy of the Premises. Tenant agrees to pay, on demand, for any damage to the Premises or to any other part of the Building adjudicated as being caused by any negligence or willful act or misuse or abuse by Tenant or its employees, agents or guests. 9. USE OF COMMON AREA. The "Common Area" as defined herein includes the Land, save and except the portion of the land upon which the Shopping Center is erected. Subject to any Rules and Regulations established by Landlord hereunder (see Paragraph 23), Tenant is hereby granted the non-exclusive license to permit its invitees, licensees, agents and employees to use the sidewalks and parking areas designated by Landlord from time to time. Tenant and Tenant's employees shall use the parking area located 8 nearest to the rear entrance of the Building, or other areas designated as employee parking, and the parking area in front of the Building shall be reserved for customers and guests. Notwithstanding any provision herein to the contrary, Landlord may close all or any portion of the Common Area including the parking area to such extent as may be reasonably necessary to avoid a dedication of the Common Area or a portion of the Common Area, or to avoid the creation of any rights of the public in the Common Area; and Landlord may prohibit parking of motor vehicles in areas previously designated for parking by a particular party. Tenant further consents to any cross -easement agreements which Landlord may elect to enter into with respect to the Common Area and it shall not be necessary for Tenant to join in any such cross -easement. 10. ACCEPTANCE OF PREMISES AND BUILDING BY TENANT. After Tenant has an opportunity to review the Landlord's inspectors report as set forth in Paragraph 15.b. herein, and has accepted the reports as satisfactory as stated in said Paragraph, the taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that Tenant accepts the Premises as suitable for the purposes for which the same are leased and that Landlord has fully complied with its obligations with respect to the construction of the Shopping Center and the initial improvements, if any, to the Premises. 11. ALTERATIONS AND IMPROVEMENTS. Except as expressly provided elsewhere herein, all alterations, improvements, additions, or remodeling of the Premises during the Term of this Lease shall be done at the expense of the Tenant and only with the express written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. With the exception of Tenant's trade fixtures, all such alterations, improvements, additions or remodeling, whether made by Tenant or Landlord, shall become the property of Landlord at the time of their installation, unless otherwise expressly provided herein. Not later than the last day of the Term, Tenant agrees, at Tenant's sole expense, to remove all of Tenant's property and remove all partitions, counters, railings, etc., which were installed by Tenant whose removal is specifically requested by Landlord in writing, and Tenant shall repair all injuries done by or in connection with the installation or removal of such property. 12. LIENS. Tenant shall not permit any mechanic's, materialmen's, or other liens to be fixed or placed against the Premises, Building or Land, and agrees to immediately discharge any such lien which is purportedly fixed or placed against any of the foregoing on account of any work performed for or at request of Tenant. 13. UTILITIES AND SERVICES. a. Electrical power furnished to the Building is to be separately metered and Tenant expressly agrees to pay all charges for electricity used in and about the Premises before the same shall become delinquent. Water and wastewater charges and garbage collection fees shall be paid by Landlord, subject to the rights to receive reimbursement therefore as provided elsewhere herein. 9 b. Garbage and trash removal shall be the responsibility of Landlord, subject to the Rules and Regulations, and shall be considered as part of the Common Area Operating Costs; provided, however, that Landlord may, in Landlord's sole discretion, provide or require that Tenant shall individually contract for refuse storage and removal, subject to the Rules and Regulations, in a manner promulgated by Landlord. Such requirement shall not be unreasonable and Landlord shall notify Tenant, in writing, of such requirement and shall provide such reasonable regulations regarding such individual refuse service. In such event, refuse service shall not be considered part of the Common Area Operating Costs assessed to Tenant. 14. ACCESS TO THE PREMISES. Tenant agrees to allow Landlord or its agents or representatives to enter into and upon any part of the Premises at any reasonable business hours to inspect same or to clean or make repairs, alterations, or additions thereto, as Landlord may deem necessary or desirable. Landlord, Landlord's agents, representatives or servicemen may enter the Premises by duplicate key or master key at any time in the event of emergency. Landlord shall further have the right to enter the Premises at any time, during reasonable hours, for the three (3) months prior to the expiration of the Term for the purpose of showing the Premises to prospective Tenants and will exercise reasonable precaution not to disturb Tenant's business. 15. REPAIRS AND MALFUNCTIONS. a. Landlord shall keep in good order and be responsible for the maintenance and repair of the foundations, exterior walls and roof of the Shopping Center; provided, however, that Tenant will pay or reimburse Landlord in full for all such repairs to the Shopping Center occasioned through fault on the part of the Tenant, its officers, agents, and employees, guests, or business invitees, and such payment or reimbursement may be required in advance before repairs are made. Tenant agrees to request all repairs and services in writing to Landlord. Landlord shall have the right to temporarily turn off equipment and/or interrupt utilities to avoid damage to the Premises or the Shopping Center or to perform repairs or maintenance which requires such interruption. Landlord shall act with due diligence in the making of repairs to the Shopping Center, and rent shall not abate during such period unless such interruption lasts more than 24 hours, and shall not constitute constructive or partial eviction, unless such interruption lasts more than five (5) business days. b. Tenant agrees to keep in good order and to be responsible for the repair and maintenance of the Premises, including but not limited to doors, windows, fixtures and furnishings of any sort located on the Premises. Tenant shall be responsible for minor repairs only up to the amount of $500.00 per occurrence to the heating and air conditioning equipment pipes, plumbing, and wiring, and Landlord shall be responsible for all repairs to same over the amount of $500.00 per occurrence. Landlord shall be responsible for replacing any of the heating and air-conditioning equipment, pipes, plumbing, wiring, or electrical equipment which is no longer subject to being repaired. All replacement of equipment (other than Tenant's trade fixtures or equipment) and repairs except those of an 10 emergency nature shall be approved in advance by Landlord.a d c. Tenant agrees not to commit or allow any waste or damage to be committed on any portion of the Premises or Common Area, and at the termination of this Lease, by lapse of time or otherwise, to deliver up the Premises to Landlord in as good a condition as at date of possession by Tenant, ordinary wear and tear excepted, and upon such termination of the Lease, Landlord shall have the right to re-enter and resume possession of the Premises. 16. INSURANCE AND INDEMNIFICATION. To the extent allowable by law, Tenant agrees to protect and hold Landlord harmless from and against any and all fines, suits, losses, costs, liability, claims, demands, actions and judgments or every kind and character, unless caused by Landlord's gross negligence or intentional misconduct, for injuries to persons or property arising out of the occupancy or operation of the Premises by Tenant. Tenant agrees to maintain, at its own expense, during the full term hereof, a policy of public liability and property damage insurance, in which policy Landlord and Tenant shall be named as co-insured, and to furnish to Landlord current certificates evidencing such insurance. Such policy shall provide coverage in an amount not less than One Million Dollars ($1,000,000.00) per injury, and not less than Three Million Dollars ($3,000,000.00) per occurrence, and not less than Fifty Thousand Dollars ($50,000.00) for property damage. Landlord shall indemnify and hold Tenant and Tenant's agents harmless from and against any and all losses, claims, actions, demands, liens, costs, damages, expenses and liabilities whatsoever, unless caused by Tenant's negligence, including but not limited to attorney's fees and court costs, arising out of any claims of any person or persons on account of or by reason of the use or misuse of the parking area or any other Common Area in the Center; whether by Landlord or by any person or persons holding or using the Center (other than the Premises), or any part thereof, under Landlord including, without limitation, Landlord's customers, invitees, agents, contractors, employees, servants, subtenants, assignees, licensees or concessionaires. Without limiting the generality of the foregoing, Landlord shall indemnify and hold Tenant harmless from and against any penalty, damage or charge incurred or imposed by reason of any violation of law, statute, ordinance or governmental rule, regulation or requirement now or hereafter in force, by Landlord or any person or persons holding under Landlord and from any cost, damage or expense arising out of the 11 death of or injury to any person or persons holding under Landlord or using the Center (other than the Premises), or any part thereof or any part of the parking area or any other Common Area in the Center under Landlord. 17. WAIVER OF SUBROGATION. Notwithstanding anything contained herein to the contrary, each party hereto hereby releases and waives all claims, rights of recovery, and causes of action that either such party or any other person or entity claiming by, through, or under such party, by subrogation or otherwise, may have against the other party for any and all loss of, or damage to, any of its premises, which loss or damage is covered by valid and collectible fire and extended coverage insurance policies, to the extent that such loss or damage is recoverable under such insurance policies. Insofar as this Paragraph 17 will preclude the assignment of any claim by way of subrogation or otherwise to an insurance company, each party hereby agrees immediately to give to each such insurance company which has issued its policies of fire and extended coverage insurance, written notice of the terms of this waiver of subrogation and to cause such policies to be properly endorsed, if necessary, to prevent the invalidation of such insurance coverage by reason of such waiver of subrogation; provided, however, that this waiver shall be ineffective against any insurer of either party hereto to the extent that such waiver is prohibited by the laws and insurance regulations of the State of Texas. 18. CONDEMNATION AND LOSS OR DAMAGE. If the Premises or any part thereof shall be taken or condemned for any public purpose to such an extent as to render the remainder of the Premises, in the opinion of Landlord, not reasonably suitable for Tenant's occupancy, this Lease shall forthwith cease and terminate. All proceeds from any taking or condemnation of the Premises shall belong to and be paid to Landlord except that portion allocated to the Tenant. In addition, Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or persons occasioned by theft, insurrection, war, court order, requisition or order of governmental body or authority, force majeure or any other cause beyond the control of Landlord. 19. LIMITATION OF LANDLORD'S PERSONAL LIABILITY. a. No Personal Liability of Landlord's Partners. Tenant acknowledges that Landlord is a limited partnership made up of certain individuals and/or entities. Landlord and Tenant specifically agree that the individuals and entities making up the partnership constituting Landlord shall never, under any circumstances, have any personal liability for Landlord's obligations under this Lease. Tenant shall look solely to Landlord's Available Assets for the recovery of any judgment from Landlord arising out of this Lease, and no judgment, order or execution entered in any suit, action or proceeding relating to Landlord's obligations or liabilities arising under, or Landlord's breach of any warranty or covenant in, this Lease, whether legal or equitable, shall be taken against Landlord or its partners from other than Landlord's Available Assets. b. The provisions contained in the foregoing sentences are not intended to, and shall not, limit any right that Tenant might otherwise have to (a) obtain injunctive relief 12 against Landlord, or (b) any suit or action in connection with enforcement or collection of amounts which may become owing or payable under or on account of insurance maintained by Landlord. c. As used herein, " Landlord's Available Assets" means Landlord's assets less its total liabilities, determined on a cash basis under generally accepted accounting principles; provided, however, that total assets shall include those accounts receivable which have been billed to clients and shall not include unbilled accounts receivable. d. No Personal Liability. Notwithstanding any provisions of this Lease to the contrary, Tenant's sole source of satisfaction for the payment of all obligations and liabilities of Landlord, a Limited Partnership, of any kind whatsoever arising under or in connection with this Lease shall be the assets of Landlord, and no partner, director, officer, employee, participant, or agent of Landlord or Landlord's general partners shall be personally liable in any manner or to any extent for any of the obligations or liabilities of Landlord arising under or in connection with this Lease. 20. DAMAGE BY FIRE OR OTHER CASUALTY. If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Shopping Center shall be so damaged by fire or other casualty that substantial alteration or reconstruction of the Shopping Center shall, in Landlord's sole opinion, be required (whether or not the Premises have been damaged by such fire or other casualty), or in the event any mortgagee under a mortgage or deed of trust covering the Shopping Center should require that the insurance proceeds payable as a result of said fire or other casualty be used to retire the mortgage debt, Landlord may, at its option, terminate the Lease and the Term and estate hereby granted by notifying Tenant in writing of such termination within forty-five (45) days after the date of such damage, in which event the rent hereunder shall be abated as of the date of such damage. If Landlord does not thus elect to terminate this Lease, Landlord shall, within ninety (90) days after the date of such damage, commence to repair and restore the Shopping Center and shall proceed with reasonable diligence to restore the Shopping Center to substantially the same condition in which it was immediately prior to the happening of the casualty, and Landlord shall also restore the interior premises and improvements constructed by Tenant under this Lease. Subject to the provisions of the next sentence, Landlord shall allow Tenant a diminution of rent during the time and to the extent the Premises are unfit for occupancy (for example, if 40% of the Premises is rendered uninhabitable, Tenant shall be entitled to a 40% diminution of rent). If the Premises or any other portion of the Shopping Center is damaged by fire or other casualty resulting from the adjudicated negligence, gross negligence or willful misconduct of Tenant or any of Tenant's agents, employees or invitees, the rent hereunder shall not be diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of the Shopping Center caused thereby to the extent such cost and expense is not covered by insurance proceeds. 13 21. EVENTS OF DEFAULT AND REMEDIES. a. Each of the following acts or omissions of Tenant or occurrences shall constitute an "Event of Default": i. Tenant's failure to pay timely the Base Rent, Additional Rent or any sum due hereunder for a period exceeding fifteen (15) days beyond the date on which said sum is to be paid. ii. Tenant's failure to perform or observe any other covenant or condition of this Lease Agreement within fifteen (15) days following written notice to Tenant of such failure; iii. Abandonment or vacating of the Premises or any significant portion thereof; iv. The filing or execution or occurrence of: a petition in bankruptcy or other insolvency proceeding by or against Tenant or any guarantor of the obligations of Tenant hereunder; or, petition or answer seeking relief under any provision of the Bankruptcy Code; or, an assignment for the appointment of a trustee, receiver, or liquidator of Tenant or any such guarantor or any property of Tenant or any such guarantor or a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any such guarantor. b. Upon the occurrence of any Event of Default and only if Tenant fails to cure such default after the expiration of thirty (30) days from the date Tenant receives written notice from Landlord of such default, as enumerated above, Landlord may, at Landlord's option, in addition to any other remedy or right given hereunder or by law or equity, do any one or more of the following: i. Terminate this Lease by giving written notice of termination to Tenant, in which event Tenant shall immediately surrender possession of the Premises to Landlord; and ii. Enter upon and take possession of the Premises and expel or remove Tenant and any other occupant therefrom, with or without having terminated the Lease; but no such action shall terminate this Lease unless Landlord gives written notice of termination to Tenant. c. Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises by Tenant, whether by agreement or by operation of law, it being understood that such surrender can be affected only by the written agreement of Landlord and Tenant. No removal or other exercise of dominion by Landlord 14 over the property of Tenant or others at the Premises shall be deemed unauthorized or constitute a conversion, Tenant hereby consenting, after any Event of Default, to the aforesaid exercise of dominion over Tenant's property with the Premises. Tenant agrees that any reentry by Landlord may be pursuant to judgment obtained in forcible detainer proceedings or other legal proceedings or without the necessity for any legal proceedings, as Landlord may elect, and Landlord shall not be liable in trespass or otherwise. In the event of such reentry, Tenant covenants and agrees to peaceably and quietly yield and surrender the Premises unto Landlord. d. In the event Landlord elects to terminate this Lease by reason of an Event of Default, then notwithstanding such termination, Tenant shall be liable for and shall pay to Landlord at Austin, Travis County, Texas, the sum of all Rent and other indebtedness accrued to the date of such termination, plus, as damages, an amount equal to the difference between: i. the Rent plus all other payments due by Tenant hereunder for the remaining portion of the Lease Term; and ii. the then present fair rental value of the Premises for such period. e. Reserved. f. In case of an Event of Default, Tenant shall also be liable for and shall pay to Landlord, at Austin, Travis County, Texas, in addition to any sum provided to be paid above: Broker's fees and related expenses incurred by Landlord in re -letting the Premises; the costs of repairing, altering, remodeling, or restoring the Premises and all reasonable expenses incurred by Landlord in enforcing Landlord's remedies, including reasonable attorney's fees. Past due rent and other past due payments shall bear interest at the maximum lawful rate or, if there is no such maximum lawful rate, then at the rate of twelve percent (12%) per annum. g. Notwithstanding anything contained elsewhere in this Lease to the contrary, in all cases Landlord shall have the duty to mitigate its damages herein by releting the Premises and to collect the rent due under such reletting, and apply such rent to any deficiency of Tenant and otherwise mitigate its damages. h. In addition to the above described remedies, Landlord will also have all other remedies provided by law in the event of any default by Tenant. 22. RULES AND REGULATIONS. Tenant shall comply with reasonable Rules and Regulations for the Buildings, Premises, and Land, with respect to safety, care, cleanliness, parking, and preservation of good order, which Rules may be established from time to time and communicated to Tenant by Landlord in advance in writing. Landlord shall not be liable to Tenant for any failure of any other Tenants to comply with such Rules and Regulations. Landlord shall require all of its other tenants to comply with 15 reasonable Rules and Regulations for the Buildings, Premises, and Land, with respect to safety, care, cleanliness, parking, and preservation of good order, which Rules may be established from time to time and communicated to other tenants by Landlord. 23. SURRENDER AND HOLDOVER. Tenant hereby covenants and agrees at the termination of this Lease, whether caused by lapse of time or otherwise, to surrender the Premises to Landlord in as good a condition and repair as at the commencement of Tenant's occupancy, reasonable wear and tear excepted. Any holding over in the Premises by Tenant at the expiration of the Lease Term shall be a tenancy from month to month; provided however, that in the event of such holdover, Tenant expressly agrees to pay, as the agreed upon monthly Base Rent, 5% above the amount of the Base Rent then in effect in addition to the continuing obligation to pay the Additional Rent and any other sums due hereunder. 24. SUBORDINATION. This lease shall be subordinate to the lien or any mortgage or deed of trust which is not upon the Shopping Center, Land or Premises or upon Landlord's rights under this Lease. This Lease shall be subordinate to all renewals, extensions, rearrangements, modifications or consolidations or any such mortgage or deed of trust. Tenant agrees to execute any instrument deemed necessary to Landlord to further effect the subordination of this Lease to any such mortgage, provided such instrument is not in conflict with the provisions of this Lease. In the event Tenant shall fail or neglect to execute, acknowledge and deliver any such subordination instrument or certificate, Landlord, in addition to any other remedies it may have, may, as Agent and Attorney -in - Fact of Tenant, execute, acknowledge and deliver the same and Tenant hereby irrevocable nominates and constitutes and appoints Landlord as Tenant's proper and legal agent and attorney-in-fact for such purposes. This provision shall be self -operative. Notwithstanding anything contained elsewhere in this Lease to the contrary. At the request of Tenant, Landlord shall use commercially reasonable efforts to procure form its lender a Non -Disturbance Agreement in favor of Tenants, recognizing the rights of Tenant under this lease in the event of a sale, transfer or foreclosure of the underlying Premises. 25. ESTOPPEL CERTIFICATES. The parties agree that from time to time, upon fifteen (15) days' notice, Landlord or Tenant will execute, acknowledge and deliver a written statement certifying (a) this Lease is in full force and effect; (b) there are not modifications hereof; (c) the date to which all Rents have been paid; and (d) within the party's knowledge, there are no defaults hereunder. 26. PROVISION AGAINST WAIVER BY LANDLORD. The failure of Landlord to declare any default immediately upon the occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Landlord shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, and any such covenants, conditions, or options so breached shall be and remain in full force and effect. 16 27. ASSIGNMENT AND SUBLETTING. a. Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest therein without the prior express written permission of Landlord, which shall not be unreasonably withheld, conditioned or delayed. b. In the event of any approved assignment or subletting, the rights of any such assignee or sub -Tenant of Tenant herein to the use and occupancy of the Premises shall be subject to all of the terms and conditions of this Lease, including, without limitation, restrictions on use and the covenant to pay Base Rent, Additional Rent, and other sums due hereunder. Landlord may collect said Rents directly from such assignee or sub -Tenant and apply the amount so collected to the rents herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Tenant, or any guarantor of Tenant's performance hereunder, from further performance by Tenant and Tenant will remain liable and responsible for all rents and other obligations herein imposed upon Tenant. Unless otherwise agreed, any amounts paid by any sub -Tenant or assignee of Tenant in excess of the amounts for which Tenant is liable hereunder, shall be paid over to Landlord and shall not be retained by Tenant. 28. NOTICES. Any notice by either party to the other shall be in writing and deemed duly provided only if delivered personally or sent by certified mail, return receipt requested, in a postpaid envelope addressed to the party at the address set out in Paragraph 1 herein or at such other address as Landlord or Tenant, respectively, shall designate in writing by giving notice under this Paragraph. Notice shall be deemed to have been duly given if delivered personally, upon delivery thereof, and if mailed, upon the third day after the mailing thereof in accordance with this Paragraph. 29. ATTORNEY'S FEES. In the event Landlord or Tenant defaults in the performance of any of the terms, covenants, agreements or condition contained in this Lease Agreement to be performed by such party and the other party places the enforcement of this Lease, or any part thereof, or the collection of any sums due hereunder or to become due hereunder, in the hands of any attorney, or files a lawsuit upon the same, the defaulting party agrees to pay all reasonable attorneys' fees and costs incurred by the non -defaulting party. 30. CERTAIN RIGHTS RESERVED BY LANDLORD. Specifically and without limitation, Landlord reserves the following rights: a. To change the name or street address of the Shopping Center; b. To install, affix and maintain any signs on the exterior/interior of the Center; 17 c. To designate, limit, restrict and control any business and any service in or to the Shopping Center and its Tenants; provided, however, that Landlord shall not, without good cause or under express provision of this Lease, interfere with Tenant's conduct and operation of its business; d. To retain at all times, and to use in appropriate instances, keys to all doors within and into the Premises; e. To have and retain paramount title to the Premises free and clear of any act of Tenant purporting to burden or encumber said title; and f. To grant to anyone the exclusive right to conduct any business or render any service in or to the Shopping Center, provided such exclusive right shall not operate to exclude Tenant from the use expressly permitted herein. 31. TENANT'S PEACEFUL ENJOYMENT. Tenant, on payment of all Rents due hereunder and observing, keeping, and performing all of its obligations hereunder, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises during the Term hereof; provided, however, that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors only with respect to breaches occurring during its and their respective ownership of the Landlord's interest hereunder. 32. NOTICE OF LANDLORD DEFAULT. Landlord shall in no event be in default in the performance of any of its obligations hereunder unless and until Landlord shall have failed to perform such obligations within (30) days or such additional time as is reasonably required to correct any such default, after receipt of written notice from Tenant to Landlord, properly specifying and identifying wherein the Landlord has failed to perform any such obligation. 33. SUBSTITUTE PREMISES. A Landlord may, at Landlord's option, before or after the Commencement Date elect by notice to Tenant to substitute for the leased premises other retail space in the building (herein called the "Substitute Premises") designated by Landlord, provided that the Substitute Premises contain the same or greater amount of Usable Area at the Premises, and the Substitute Premises are built -out prior to Tenant's vacancy of the leased premises with the same Tenant Improvements as actually exist, at Landlord's sole cost and expense. Landlord's notice shall be accompanied by a plan of the Substitute Premises, and such notice of plan shall set forth the amount of Usable Area contained in the Substitute Premises. Tenant shall vacate and surrender the Leased Premises and shall occupy the Substitute Premises promptly (and, in any event, not later than fifteen (15) days after Landlord has "substantially completed" the work to be performed by Landlord in the Substitute Premises pursuant to this Paragraph. "Substantially completed" shall be defined as the space being qualified for issuance of a Certificate of 18 Occupancy by the City of Round Rock Building Inspection Department for the constructed improvements to the space. b. The Base Rent for the Substitute Premises shall be the product of the Base Rent rate per Useable Area multiplied by the number of Useable Area in the Substitute Premises. Notwithstanding the preceding sentence, if the Base Rent for the Substitute Premises at the time of relocation is more than the Base Rent for the Leased Premises, the Base Rent for the Substitute Premises shall be equal to the Base Rent for the Leased Premises. c. Tenant shall not be entitled to any compensation for any inconvenience or interference with Tenant's business due to the relocation of Tenant, not any abatement or reduction of Base Rent or Additional Rent, but Landlord shall, at Landlord's expense, do the following: i. provide to Tenant personnel to perform under Tenant's direction the moving of Tenant's personal property and fixtures from the Leased Premises to the Substitute Premises; ii. promptly reimburse Tenant for Tenant's actual and reasonable out-of- pocket costs incurred by Tenant in connection with the relocation of any telephone of other communications equipment from the Leased Premises to the Substitute Premises provided Tenant show receipts of the cost incurred; and iii. promptly reimburse Tenant for any other actual and reasonable out-of- pocket costs incurred by Tenant in connection with the Tenant's move from the Leased Premises to the Substitute Premises provided such cost are approved by Landlord in advance, which approval shall not be unreasonably withheld, and provided Tenant submits receipts of such cost to Landlord. 34. Tenant agrees to cooperate with Landlord so as to facilitate the prompt completion by Landlord of Landlord's obligations under this Paragraph and the prompt generality of the preceding sentence, Tenant agrees: a. to provide to Landlord promptly any approvals or instruction, and any plans and specifications or any other information requested by Landlord; b. to promptly perform in the Substitute Premises any work to be performed therein by Tenant to prepare the same for Tenant's occupancy. If Tenant does not approve of the Substitute Premises, Landlord will release Tenant from this Lease provided Tenant gives Landlord a written request to be released from this Lease within fifteen (15) days of original relocation notice from Landlord. From and after the date that Tenant shall actually vacate and surrender the Leased Premises to Landlord, the Lease (i) shall no longer apply to the Leased Premises, except 19 with respect to obligation which accrued prior to surrender date; and (ii) shall apply to the Substitute Premises as if the Substitute Premises has been the space originally demised under this lease. c. The "Substitute Premises" is to be a similar lease space in the Shopping Center. In the event of a request to move the Tenant, Landlord herein shall give the Tenant a ninety (90) day written notice of the Landlord's intent to exercise this provision. 35. DISPUTE RESOLUTION. a. The parties agree to negotiate in good faith in an effort to resolve any dispute related to this Lease that may arise. If the dispute cannot be resolved by negotiation, the dispute shall be submitted to non-binding mediation, and a mutually acceptable mediator shall be chosen by the parties to the dispute who shall share the cost of mediation services equally. b. The parties hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Lease Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statutes. 36. MISCELLANEOUS PROVISIONS. a. Joint and Several Liability of Tenant. If the rights of the Tenant hereunder are owned by two or more parties or two or more parties are designated herein as Tenant, then all such parties, including any guarantors of Tenant's obligations hereunder, shall be and remain jointly and severally liable for the obligations of Tenant hereunder, and any notice required or permitted by the terms of this Lease may be given by or to any one thereof and shall have the same force and effect as if given by or to all thereof. b. Time of Essence. Time is of the essence of this Agreement. c. Payment Obligation Independent. The obligation of Tenant to pay all rent and other sums due hereunder from Tenant and the obligation of Tenant to perform Tenant's other covenants hereunder constitute independent, unconditional obligations. d. Successors and Assigns. This Lease Agreement shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and shall be binding upon and inure to the benefit of Tenant, its successors and, to the extent assignment may be approved by Landlord. e. Landlord Not a Partner. Landlord does not become a partner of Tenant in the conduct of its business or otherwise by virtue of this Lease. 20 f. Gender and Number. Whenever required by the context, as used in this Agreement, the singular number shall include the plural, the plural shall include the singular, and all words herein in any gender shall be deemed to include the masculine, feminine, or neuter gender. g. Severability. If any provision of this Lease Agreement or the application thereof to any person or circumstance shall for any reason or to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, but shall be enforced to the extent permitted by law, as if such invalid or unenforceable provision had never been contained herein. h. Headings. The headings and titles used in this Agreement are for administrative convenience only and do not constitute substantive matter to be construing the terms of this Agreement. i. No Binding Offer. The submission of this document prior to execution shall be for purposes of examination and negotiation only and shall not and does not constitute an offer to lease, a reservation of, or option for, the Premises. J. Laws Governing Venue. This Lease shall be governed by the laws of the State of Texas and shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. k. Non -Appropriation; Fiscal Funding. This Lease Agreement is a commitment of City of Round Rock's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to pay for the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving a written notice of termination at the end of its then -current fiscal year. 1. Prompt Payment Policy. As a Texas home -rule municipality, City of Round Rock shall make any payments due in accordance with the Texas Prompt Payment Act, Chapter 2251, V.T.C.A., Texas Government Code. m. Entire Agreement. This Lease Agreement, including the Exhibits and/or Addenda which are attached hereto and made a part hereof, constitutes the whole agreement of the parties and shall in no way be conditioned, modified, or supplemented except by written agreement executed by both parties. n. Exhibits. The following exhibits are attached hereto and fully incorporated herein as if set forth at length: 21 Exhibit A: Legal Description, Site Plan Exhibit B: Plans and Specifications Exhibit B -1: Description of Tenant Improvements Exhibit C: Rules and Regulations Exhibit D: Renewal Option Exhibit E: Sign Criteria Exhibit F: Lease Commission Agreement Exhibit G: Rider Exhibit H: Reserved Exhibit I: Parking Regulations IN WITNESS WHEREOF, this Lease Agreement is hereby executed in multiple counterparts on this the 5 day of the month of j , 2011. LANDLORD: TRIANGLE CENTER I, LTD. By: Oar Printed . mec- . � 6�, /it Date Signed: 6'--2/ -- // By: Its General Partner Stephenson Properties, Inc_ By: Stephen "' , 'resident CITY OF ROUND ROCK, TEXAS By: Printed Name: Date Signed: ej,3/12.. FOR CITY, ATTEST: By: Oat249- Sara L. White, City Secretary FOR CITY, APPROVED AS TO FORM: By: , Cit Attorney 22 EXHIBIT "A" LEGAL DESCRIPTION THAT CERTAIN 4.282, MORE OR LESS, ACRE TRACT, TOGETHER WITH IMPROVEMENTS THEREON AND DESCRIBED AS LOT 2, BLOCK A, THE TRIANGLE SUBDIVISION, SECTION ONE, REVISED AS RECORDED IN CABINET F, SLIDES 241- 242, PLAT RECORDS, WILLIAMSON COUNTY, TEXAS. SITE PLAN EXHIBIT "B" PLANS AND SPECIFICATIONS The Architect's Plans and Specifications will be attached to and become a part of this Lease Agreement upon completion thereof. EXHIBIT "B-1" DESCRIPTION OF TENANT IMPROVEMENTS Property is taken AS -IS by Tenant. Tenant is to construct, at Tenant's expense, a hallway down the east side of the Premises to access the rear restrooms. Also at Tenant's expense, Tenant will pay for the removal of such improvements, specifically the referenced hallway to be built that is to be removed at Tenant's cost at the time of lease expiration. EXHIBIT "C" RULES AND REGULATIONS 1. Other than Tenant's contractors who are hired to perform wall finishing (including paint and wall covering) and other tenant improvements to the premises that do not require construction permits, Tenant will refer all contractors, contractor's representatives and installation technicians rendering any service to Tenant or Landlord for Landlord's supervision, approval and control before performance of any contractual service. This provision shall apply to all work performed in the Shopping Center, including without limitation installation of telephones, telegraph equipment, electrical devices and attachments, and other installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Shopping Center, except for Tenant's performance of wall finishing (including paint and wall covering) and other tenant improvements to the premises that do not require construction permits. 2. Tenant is to assume all risk as to damage to articles moved and injury to persons or public engaged or not engaged in such movements referenced in Paragraph 1 of this exhibit, including without limitation equipment, property, and personnel of Landlord if damaged or injured as a result of the adjudicated willful misconduct or gross negligence of Tenant in connection with carrying out this service for Tenant, from time of entering property to completion of work; and Landlord shall not be liable for acts of any person engaged in, or any damage or loss to any of said property of persons resulting from said enumerated acts of Tenant in connection with such service performed for Tenant. 3. Without limiting the provisions of Article 9 of the Lease, no signs, advertisements or notices shall be painted or affixed on or to any windows or doors, or other parts of the Shopping Center, except of such color, size and style and in such places as shall be first approved in writing by Landlord. No nails, hooks or screws shall be driven or inserted in any part of the Shopping Center, except by the Shopping Center maintenance personnel, nor shall any part be defaced by Tenant. 4. No portion of the Premises or any part of the Shopping Center shall at any time be used or occupied as sleeping or lodging quarters. 5. Tenant shall not place, install or operate on the Premises or in any part of the Shopping Center, an engine or machinery, or maintain, use or keep any inflammable, explosive, or hazardous material without prior written consent of Landlord. 6. Landlord will not be responsible for lost or stolen personal property, equipment, money or jewelry from Premises or public rooms regardless of whether such loss occurs when the Premises are locked against entry or not. 7. Reserved. 8. Employees of Landlord shall not receive or carry messages for or to Tenant or other persons, nor contract with or render free or paid services to Tenant or Tenant's agents, employees, or invitees. 9. Landlord will not permit entrance to the Premises by use of pass keys controlled by Landlord to any person at any time without written permission by Tenant, except employees, contractors, or service personnel directly supervised by Landlord. 10. The Common Areas, entries, passages, doors, and hallways shall not be blocked or obstructed; no rubbish, litter, trash, or material of any nature shall be placed, emptied or thrown into these areas; and such areas shall not be used at any time except for ingress or egress by Tenant, Tenant's agents employees, or invitees to or from the Premises. 11. Plumbing fixtures and appliances shall be used only for purposes for which constructed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed therein. Damage resulting to any such fixtures or appliances from misuse by Tenant shall be paid by Tenant, and Landlord shall not in any case be responsible thereof. 12. Tenant shall not do, or permit anything to be done, in or about the Shopping Center, or bring or keep anything therein, that will in any way increase the rate of fire or other insurance on the Shopping Center, or on property kept therein, or obstruct or interfere with the rights of, or otherwise injure or annoy, other Tenants, or knowingly do anything in conflict with the valid pertinent laws, rules or regulations of any governmental authority. 13. Landlord desires to maintain the highest standards of environmental comfort and convenience for the Tenant. It will be appreciated if any undesirable conditions or lack of courtesy or attention are reported directly to the management. EXHIBIT "D" RENEWAL OPTION 1. In accordance with the Lease Agreement, Tenant shall have the right and option to renew this Lease for one (1) additional six (6) month term by delivering written notice thereof to Landlord at least one hundred and eighty (180) days prior to the expiration date of the lease term, provided that at the time of such notice and at the end of the lease term, Tenant is not in default hereunder. Upon the delivery of said notice and subject to the conditions set forth in preceding sentence, this lease shall be extended upon the same terms, covenants, and conditions as provided in this lease, except that the Base Rent for such extension term shall be equal to either an annual base rental rate increase of 5 %. 2. In the event that Tenant has been in default for non-payment of rent more than four (4) times during the primary term of the Lease, the Renewal Option set forth herein may be cancelled and be of no further force and effect, such cancellation automatically occurring without the need of any action on the part of Landlord, on the date that Tenant is in default for the non-payment of rent for the fourth time. EXHIBIT "E" SIGN CRITERIA 1. COPY PERMITTED. Sign copy shall be limited to the name under which Tenant is conducting business. Logos or trademarks which are used in conjunction with Tenant's name must have Landlord's written approval for use of the logo with Tenant's sign. Only a single line of copy is permitted. 2. STYLE OF LETTER. Option with Landlord's approval. 3. TYPE OF SIGN PERMITTED. Only individual letters with 3/16' thick plexiglass faces and 1' trim cap, mounted on a metal raceway, are permitted. Letters shall be centered on the raceway. Length of the raceway shall not exceed 75% of Tenant's storefront width. Location of raceway shall have Landlord's approval. All illumination shall be with 15 mm neon, 4,500 degree, white neon, powered by 30 M.A. transformers. Neon shall not be noticeable as a source of light when sign is illuminated. 4. SIZE OF LETTERS. Depth to be five inches and height shall be a maximum of eighteen inches and a minimum of fifteen inches. 5. COLORS. Faces shall be plexiglass color #2146 (ivory), Rohn & Haas Trim cap shall be bronze. Raceway shall be bronze. 6. TENANT RESPONSIBILITIES. Tenant shall be solely responsible for securing permits. All costs for installation of raceway, signs, wiring, junction boxes, etc. are the responsibility of Tenant. No exposed wiring or conduit will be permitted. Tenant is responsible for the removal of the sign and repair of any damage to the building caused by the removal. 7. LANDLORD'S APPROVAL. It shall be the responsibility of Tenant to obtain the approval of Tenant's sign prior to installation. 8. COST OF INSTALLATION. Tenant will bear all cost of design and installation of signage. 9. Notwithstanding anything stated to the contrary in the above Paragraphs, Tenant's sign shall be at least in equal size and occupy as least the same space as Landlord's largest Tenant's signs on the pylon and store front. EXHIBIT "F" LEASE COMMISSION AGREEMENT This Lease Commission Agreement shall become a part of the Lease Agreement hereinafter referred to as "Lease" dated by and between THE TRIANGLE CENTER I, LTD, as "Lessor", and City of Round Rock, as "Lessee", concerning Suite 104, Building "A", 2000 N. Mays, Round Rock, Williamson County, Texas, 78664, described as follows: The Triangle, Section 1, Revised, Block A, Lot 2, being 4.282 acres, Round Rock, Williamson County, Texas, 78664, more particularly described on Exhibit "A" attached hereto. 1. Lessor agrees that Matt Fain, Don Quick and Associates, Inc., as representative of the Landlord and Darren Quick, Don Quick & Associates, Inc., is the Co Broker in securing the tenant for the Landlord's lease premises and these two agents are the procuring cause of this Lease. Lessor further agrees to pay a real estate leasing commission equal to six (6) percent of the Base Rent for the primary term (twelve months of paid base rent) of the Lease, which is 12 months in duration. 2. Upon execution of the Lease whereby the Agent becomes entitled to the commission, the obligations of the Lessor hereunder shall continue in effect and shall not terminate because of the occurrence of any of the following events: a. Death, dissolution or liquidation of the Lessor or Agents, b. Assignment, transfer or sale of the leased premises or any interest therein by Lessor or Lessee who executed said lease; and/or c. Merger, consolidation, or reorganization of Lessor, Agents or Lessee who executed said Lease. LESSOR: THE TRIANGLE B R I, LTD s General Partner By:..ei(//t/ /" Name: CO -BROKER By: Darren Quick OWNER'S AGENT: DON QUICK and ASSOCIATES, INC. By: Matt Fain, Agent EXHIBIT "G" RIDER LANDLORD: TRIANGLE CENTER I, LTD. DATE: TENANT: City of Round Rock Utility Billing Department 2000 North Mays Avenue, Suite 104 Round Rock, Texas 78664 ADDITIONAL SPECIAL PROVISIONS: 1. CAM/NNN CHARGES. The NNN Charges* (Expense reimbursements) are averaging approx. $0.30 per sq. ft./month and are an estimate only. In the first quarter of each year the accounts are reconciled and the Tenant is billed accordingly. (The Tenant either receives a check or has to pay a small additional payment). THE COMMENCEMENT DATE IS UNDERSTOOD AND AGREED TO BE July 1, 2011. 2. HAZARDOUS MATERIALS. As of this date, Landlord is unaware of any detection of Hazardous Materials to be on or in the premises to be occupied by the Tenant. 3. RENT SCHEDULE. The monthly Base Rent schedule is as follows: First Year Rate: Yr. SF 1st yr 1,980 $/PSF/Yr. $Base Rate Plus NNN Fees: per Year Base Rate NNN/mo*. Total* $15.00/PSF $2,475.00 $594.00 $3,069.00 * Tax/Insurance/Common Area Maintenance (NNN) fees are adjusted annually; the first year projected herein is based on current operating amounts at (approx.) $3.60 PSF/annum. The NNN fees are computed after February 1st of each year. TOTAL BASE RENT for 12 MONTHS: $29,700.00 Total Rent payment may change after annual reconciliation of common area maintenance charges, taxes, insurance and operation of property under the provisions of this lease. 4. EMPLOYEE PARKING. It is agreed and clearly understood by all parties to this lease that the Tenant's employees should be encouraged to park in the southern parking lot to make the central parking lot available for customers of the Center. There are no individually assigned parking spaces and all spaces are "in common" with other Tenants. 5. FINAL LEASE APPROVAL. The acceptance of this Lease by the Landlord is expressly subject to the Landlord's approval of the Tenant's satisfactory credit rating. 6. CONSTRUCTION. Tenant shall have possession of the premises for the purposes of renovation beginning June 15th, 2011, and shall occupy the premises upon completion of construction and final approval by the City of Round Rock Building Inspection Department (in the event the nature of the construction requires issuance of a commercial building permit). Tenant must supply the Landlord with the proper insurance certificate prior to occupancy for construction purposes. EXHIBIT "H" LEASE GUARANTY Reserved. Not in use for this Lease Agreement with the City of Round Rock, Texas. EXHIBIT "I" PARKING RULES AND REGULATIONS It is the desire of the Landlord to maintain and operate the parking areas in an orderly manner. Cooperation by all Tenants will be sincerely appreciated. The following rules and regulations apply to the Tenants specifically named in this lease, their agents, employees, family, licensees, invitees and contractors, unless otherwise stated. Parking for authorized employees will be on the basis of first come -first served. Landlord reserves the right to rescind these rules, make reasonable changes, or make other reasonable changes, or make other reasonable rules and regulations for the safety, care, and cleanliness of the parking areas and for the preservation of good order. 1. TRAFFIC SIGNS. All persons parking in the parking areas shall observe posted signs and markings regarding speed, stop signs, traffic lanes, reserved parking, no parking stripes and Tenant designated parking. 2. CONTROL DEVICES. Owner reserves the right to install or utilize any reasonable system of entry and exit control devices, lessee identification cards, or vehicle identification cards or stickers. 3. LESSEE AND GUEST PARKING. Lessees and their guests and customers may park on the premise without charge; however, lessees must park in areas as specified by the lease agreement, and will be expected to park their cars on an orderly manner within the marked stall areas provided. It is recommended that the cars be left in a "brakes on, doors locked" condition at all times. 4. TRASH. All persons parking in the parking areas shall refrain from throwing trash, ashtray contents, or other debris on the parking areas or adjacent sidewalks. 5. FLAT TIRES. All vehicle owners and all persons parking in the parking areas shall be responsible for promptly repairing flat tires or other conditions of the vehicle which cause unsightliness in the reasonable judgment of the Landlord. 6 REMOVAL OF UNAUTHORIZED VEHICLES. If vehicles are blocking driveways or passageways or parked in areas prohibited for parking under this lease agreement, or in violation of these rules and regulations or STATE STATUTES, Owner/Lessor may exercise vehicle removal remedies under Article 670Ig-1, and 670Ig-2 upon compliance with statutory notice. ANY CAR PARKED ILLEGALLY WILL BE TOWED AT THE CAR OWNER'S EXPENSE. 7. SECURITY. Landlord shall use reasonable diligence in the maintenance of existing lighting in the parking areas, but shall not be responsible for additional lighting or security measures in parking areas. 8. NOTIFICATION. TENANT AGREES THAT ALL ITS SERVANTS, CLIENTS, CUSTOMERS, EMPLOYEES, AGENTS, VISITORS, INVITEES AND LICENSEES HAVE OR WILL BE INFORMED AS TO THE CONTENT OF THESE REGULATIONS. Owner/Lessor/Landlord's officers, agents and employees shall not be liable for and Tenant waives all claims for damage to person or property sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in and upon parking areas. CAVEAT: Any failure by Landlord to enforce any of the aforesaid parking regulations now or hereafter in effect, either against Tenant or any other Tenant in the Buildings on the property, shall not constitute a waiver of such regulations, and Landlord shall not be responsible to Tenant for the failure or refusal by any other Tenant, guest, invitee, visitor, licensee or occupant of the buildings to observe or comply with any of the regulations.