R-01-07-12-11C1 - 7/12/2001 RESOLUTION NO. R-01-07-12-11C1
WHEREAS, due to space requirements, the City of Round Rock needs
to relocate the Planning and Community Development Department to a
temporary location until the new municipal office complex facilities
are completed, and
WHEREAS, the City Council wishes to enter into a Commercial
Sublease Agreement with Classic Special Management, Ltd. for the
sublease of approximately 5, 581 square feet of office space for the
Planning and Community Development Department, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Commercial Sublease Agreement with Classic Special
Management, Ltd. for the sublease of approximately 5, 581 square feet of
office space for the Planning and Community Development Department .
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended, and the Act .
RESOLVED this 12th day of Ju ,
RO A. STLUKA, J Mayor
AT ST: City of Round Rock, Texas
AAAAA
J E LAND, City Secretary
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DATE: July 6, 2001
SUBJECT: City Council Meeting—July 12, 2001
ITEM: 11.C.1. Consider a resolution authorizing the Mayor to execute a
Commercial Sublease Agreement with Classic Special
Management, Ltd. to lease approximately 5,581 square feet of
office space for the Planning and Community Development
Department.
Resource: Joe Vining, Planning Director
History: Space requirements for Human Resources Department (resulting from Civil
Services Requirements) and other departments in city hall has resulted in the
need to move the Planning and Community Development Department to a
temporary location until the new municipal office complex facilities are
completed.
Space has been located on the second floor of Crystal Park Plaza located at 101
East Old Settlers Boulevard. This space is currently finished out and ready for
immediate occupancy. It also contains modular furniture in the open office
portions of the space.
Funding: General Fund
Cost: $12.20 per square foot per year triple net (operating cost estimated @
$7.50 per square foot per year)
Outside Resources: Classic Special Management, Ltd.
Impact: Cost of rental space until municipal office complex facilities are completed.
Benefit: Provides necessary space to accommodate current city needs.
Public Comment: None
Sponsor: N/A
COPY-
COMMERCIAL
SUBLEASE AGREEMENT
This Commercial Sublease Agreement is made and entered into by and between Sublessor
CLASSIC SPECIAL MANAGEMENT,LTD., a Texas limited partnership, acting by and through
CLASSIC SPECIAL LLC, a Texas limited liability company, its General Partner (hereinafter
referred to as"Sublessor Classic")and Sublessee CITY OF ROUND ROCK,TEXAS,a municipal
corporation (hereinafter referred to as "Sublessee City").
Date: J 0 L �� , 2001
Sublessor: CLASSIC SPECIAL MANAGEMENT, LTD., a Texas limited
partnership, acting by and through CLASSIC SPECIAL LLC, a
Texas limited liability company, its General Partner
Sublessor's Address: 2301 North Interstate Highway 35
Round Rock, Texas 78664
Sublessee: CITY OF ROUND ROCK, TEXAS, a municipal corporation
Sublessee's Address: 221 East Main Street
Round Rock, Texas 78664
Subleased Premises: 5,581 square feet net rentable area located in Suite 200 ofthe building
known as Crystal Park Plaza located at 101 East Old Settlers
Boulevard in Round Rock, Williamson County,Texas, as shown on
Exhibit "A" attached hereto and made a part hereof (hereinafter
referred to as "Office Complex"), along with accompanying
unassigned spaces in the appurtenant parking facilities. The Office
Complex has a total rentable area of 58,647 square feet.
"Net Rentable Area, "as used herein, shall refer to (i) in the case of
a single tenancy floor,all floor area measured from the inside surface
of the outer glass line of the building to the inside surface of the
opposite outer glass line excluding only the areas ("service areas")
used for building stairs, fire towers, elevator shafts, flues, vents,
stacks, pipe shafts and vertical ducts (which service areas shall be
measured from the midpoint of walls enclosing such service areas),
but including any such service areas which are for the specific use of
the particular tenant such as special stairs or elevators, plus an
allocation of the square footage of the building's elevator machine
rooms, mechanical and electrical rooms, and public lobbies, and(ii)
in the case of a floor to be occupied by more than one tenant,all floor
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areas within the inside surface of the outer glass walls enclosing the
premises and measured to the mid-point of the walls separating areas
leased by or held for lease to other tenants or from areas devoted to
corridors, elevator foyers, restrooms, mechanical rooms, janitor
closets, vending areas and other similar facilities for the use of all
tenants on the particular floor(hereinafter sometimes called"common
areas'), but including a proportionate part of the common areas
located on such floor based upon the ration which the tenant's net
rentable area (excluding common areas) on such floor bears to the
aggregate net rentable area(excluding common areas)on such floor
or other reasonable bases determined by Sublessor Classic, plus an
allocation of the square footage of the building's elevator machine
rooms, mechanical and electrical rooms, and public lobbies. No
deductions from net rentable area shall be made for columns or
projections necessary to the building. The net rentable area in the
premises has been calculated on the basis of the foregoing definition
and is hereby stipulated for all purposes hereof to be 5,581 square
feet, whether the same should be more or less as a result of minor
variations resulting from actual construction and completion of the
premises for occupancy so long as such work is done in accordance
with the terms and provisions hereof.
Sublease Commencement
Date(Initial Term): July 13, 2001
Sublease Termination
Date (Initial Term): July 12, 2003
Sublease Initial Term: Two (2)years
Extension Options: 1. First Extension Option. Sublessor Classic grants to Sublessee
City an option(hereinafter referred to as "First Extension Option")
to extend the Sublease Initial Term for an additional period of time,
commencing on the Sublease Termination Date and expiring on the
date(the "First Extension Expiration Date")that falls on the earliest
occurrence of the following: (a) the expiration of one year from the
end of the Sublease Termination Date, (b) the availability for
occupancy of newly-constructed facilities at the Municipal Office
Complex, or (c) the expiration or earlier termination of the Base
Lease or of Sublessor Classic's possession of the Sublease Premises.
Sublessee City's rights under this option terminate if(a) the Base
Lease,this Sublease,or Sublessor Classic's or Sublessee City's right
to possession of the premises is terminated,or(b)Sublessee City fails
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to timely exercise the option, or (c) default exists at the time
Sublessee City seeks to exercise the First Extension Option.
Sublessor Classic and Sublessee City agree to the following:
a. The option to extend for an additional sublease term must be
exercised by Sublessee City's written notice delivered to
Sublessor Classic at least ninety (90) days prior to the
Sublease Termination Date (Initial Term).
b. During any extended sublease term,the sublease will continue
with the same terms as written herein.
2. Second Extension Option. Sublessor Classic grants to Sublessee
City a second option (hereinafter referred to as "Second Extension
Option") to extend the sublease term to provide for a month-to-
month tenancy by Sublessee City beginning on the First Extension
Expiration Date. Sublessee City's rights under this option terminate
if(a)the Base Lease,this Sublease or Sublessee City's or Sublessor
Classic's right to possession of the premises is terminated, or (b)
Sublessee City fails to timely exercise the Second Extension Option,
or(c) default exists at the time Sublessee City seeks to exercise the
Second Extension Option, or (d) Sublessee City fails to timely
exercise the First Extension Option. Sublessor Classic and Sublessee
City agree to the following:
a. The option to extend for the second additional sublease term
must be exercised by Sublessee City's written notice
delivered to Sublessor Classic at least ninety(90) days prior
to the First Extension Expiration Date.
b. During the second additional sublease term,the sublease will
continue with the same terms as written herein.
C. If Sublessee City timely exercises the second extension
option, then Sublessee City agrees to.provide written notice
delivered to Sublessor Classic at least sixty(60)days prior to
terminating the month-to-month tenancy. In all cases,within
the second extension option,Sublessee City will be obligated
on a month-to-month tenancy basis for sixty (60) days
following delivery of written notice to terminate.
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Base Sublease Rent: Monthly Base Sublease Rent $5,674.00
Annualized Base Sublease Rent $68,088.20
Based upon $12.20 per square foot x 5,581 square feet subleased
Additional Sublease Rent: "Additional Sublease Rent," as used herein, shall mean the
Additional Rent that Sublessor Classic is obligated to pay on the
subleased premises pursuant to Article 2 of the Base Lease. Article
2 of the Base Lease states that Sublessor Classic is obligated to pay
"Lessee's Pro Rata Share of Real Estate Taxes and Operating
Expenses"as Additional Rent. The percentage that Lessor Opus has
initially used to calculate Lessee Classic's Pro Rata Share of Real
Estate Taxes and Operating Expenses is 15.1%. For purposes of this
Sublease, the percentage that Sublessor Classic has initially used to
calculate Sublessee City's Pro Rata Share of Real Estate Taxes and
Operating Expenses for the subleased premises is 9.5%.
Permitted Sublease Uses: City offices open to the public
[currently the City of Round Rock Planning Department]
Base Lease (Office Lease):
Date: November 13, 1997
Lessor: Opus South Corporation, a Florida corporation, d/b/a CRYSTAL PARK
PARTNERS, a Texas general partnership ("Lessor Opus")
Lessee: CLASSIC SPECIAL MANAGEMENT, LTD., a Texas limited partnership
(The Base Lease was executed on November 13, 1997,by CRYSTAL PARK
PARTNERS as Lessor and CLASSIC AUTOMOTIVE,INC.,as Lessee. On
April 2, 1999, CLASSIC AUTOMOTIVE, INC., a Texas corporation,
merged with AIMG, INC., a Texas corporation. By instrument dated
February 20, 2001, to be effective January 31, 2001, AIMG, INC.,
transferred, assigned and set over all of its right, title and interest as Lessee
in and to the Base Lease to CLASSIC SPECIAL MANAGEMENT, LTD.)
Premises: 8,857 rentable square feet on the top floor of the Office Complex located at
101 Old Settlers Boulevard in Round Rock, Williamson County, Texas, as
described therein.
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ARTICLE I
Leasing of Premises. Subject to and upon the terms and conditions herein set forth, and
each in consideration of the duties, covenants and obligations of the other hereunder, Sublessor
Classic hereby subleases to Sublessee City and Sublessee City hereby subleases from Sublessor
Classic the premises. Sublessor Classic represents and warrants that the premises are a part of the
premises leased by Sublessor Classic under the Base Lease.
ARTICLE II
Performance Representations by Sublessee City. Sublessee City hereby covenants and
agrees to do the following:
1. Sublease the Subleased Premises for the Sublease Initial Term, on the terms and
conditions enumerated herein, beginning on the Sublease Commencement Date
(Initial Term) and ending on the Sublease Termination Date (Initial Term) unless
such term is properly extended hereunder.
2. Pay the Base Sublease Rent per month to Sublessor Classic at its offices in Round
Rock, Texas, or elsewhere within the United States as Sublessor Classic may from
time to time designate in writing,payable in advance in equal monthly installments
on the first day of each full calendar month,in legal tender for the payment of public
and private debts,without set-off or deduction and without demand,the sum of Five
Thousand Six Hundred Seventy-four and No/100 Dollars ($5,674.00).
All payments of Base Sublease Rent and other amounts becoming due and payable
from Sublessee City to Sublessor Classic under and in connection with this Sublease
may be made by delivering to Sublessor Classic, at the then applicable address
provided for herein, Sublessee City's check in the amount of such payment, on or
before the due date thereof under the terms of this Sublease; provided that is such
check shall not be paid and honored upon presentation thereof duly endorsed and in
due course,the delivery of such check shall not constitute payment by Sublessee City
hereunder, and that acceptance of any such check by Sublessor Classic shall be
subject to payment thereof upon presentation in due course.
3. Pay the Additional Sublease Rent per month to Sublessor Classic at its offices in
Round Rock, Texas, or elsewhere as Sublessor Classic may from time to time
designate in writing,payable in advance in monthly installments on the first day of
each full calendar month during the term, in legal tender for the payment of debts.
4. Pay the difference between the estimated Additional Sublease Rent and the actual
Additional Sublease Rent within thirty(30) days of receiving proper written notice
of the amount due from Sublessor Classic, such payment to be made at its offices in
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Round Rock,Texas,or elsewhere within the United States as Sublessor Classic may
from time to time designate in writing, in legal tender for the payment of debts.
5. Obey all laws,rules,regulations,and terms of the Base Lease not in conflict herewith
as they apply to the subleased premises.
6. Vacate the subleased premises upon termination of this Sublease, and surrender all
keys to the premises in accordance with provisions herein.
7. Maintain general liability insurance for the subleased premises and the conduct of
Sublessee City's business,with Sublessor Classic and Lessor Opus and Lessor Opus'
Managing Agent named as additional insureds, in the amounts indicated on the
Certificate of Coverage attached hereto as Exhibit`B."
8. Maintain appropriate insurance on Sublessee City's personal property located within
the subleased premises.
9. Upon proper written request, deliver certificates of insurance to Sublessor Classic.
10. Indemnify, defend, and hold Sublessor Classic and Lessor Opus harmless from any
loss or claim arising out of Sublessee City's use of the subleased premises or
resulting from Sublessee City's failure to comply with applicable provisions of the
Base Lease.
Prohibition Representations by Sublessee City. Sublessee City hereby covenants and
agrees not to do the following:
1. Use the subleased premises for purposes other than the Permitted Sublease Use.
2. Create a nuisance.
3. Interfere with other tenants' normal business operations, nor interfere with Lessor
Opus' management of the building.
4. Permit any waste.
5. Use the subleased premises in a way that is extrahazardous, that would increase
insurance premiums, or that would void insurance on the building.
6. Change Lessor Opus' lock system, except as permitted herein.
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7. Alter the subleased premises, except as provided herein for statutorily-mandated
alterations, without Sublessor Classic's consent, which consent shall not be
unreasonably withheld.
8. Allow a lien to be placed on the subleased premises.
9. Assign this Sublease or sublet any portion of the subleased premises without
Sublessor Classic's and Lessor Opus' written consent, which consent may be
withheld in Lessor Opus' sole discretion.
ARTICLE III
Performance Representations by Sublessor Classic. Sublessor Classic hereby covenants
and agrees to do the following:
1. Sublease the subleased premises to Sublessee City for the term(s)contained herein,
and under the terms and conditions contained herein.
2. Comply fully with Lessee Classic's obligations under the Base Lease.
3. Enforce Lessor Opus' obligations under the Base Lease.
4. Make available at all times to the subleased premises all services and rights provided
for under the Base Lease.
5. Allow Sublessee City to utilize the off-sublease-premises Equipment Room,shown
as being between Office 220 and Open Office 226 on floorplan included herewith
as Exhibit "C," for Sublessee City's telephone and networking requirements.
Sublessee City acknowledges that such equipment room may be reasonably accessed,
but shall not be used for office space.
ARTICLE IV
Default by Sublessee City_.
1. Default by Sublessee City shall be defined as (a) failing to timely pay the Base
Sublease Rent and the Additional Sublease Rent, or (b) abandoning or vacating a
substantial portion of the subleased premises, or (c) failing to begin a reasonable
attempt to comply,within ten(10)days of receiving written notice from Sublessor
Classic,with any substantive provision of the Base Lease or this Sublease other than
the defaults set forth in (a) and (b) of this paragraph 1 of Article IV.
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2. Sublessor Classic's remedies for Sublessee City's default are to (a) enter and take
possession of the subleased premises, after which Sublessor Classic may relet the
subleased premises on behalf of Sublessee City and receive the Base Sublease Rent
and the Additional Sublease Rent directly by reason of the reletting, and Sublessee
City agrees to reimburse Sublessor Classic for actual expenditures reasonably made
in order to relet; or(b) enter the subleased premises and perform Sublessee City's
obligations; or (c) terminate this Sublease by proper written notice and sue for
damages.
Default by Sublessor Classic.
3. Default by Sublessor Classic shall be defined as (a) Sublessor Classic failing to
comply with any applicable provisions of the Base Lease which constitute default;
or (b) Sublessor Classic failing to comply with any substantive provision of this
Sublease within thirty(30) days of receiving proper written notice.
4. Sublessor Classic hereby acknowledges that it has the legal obligation to send
Sublessee City,within three(3)business days of receipt of same,any and all notices
regarding actual or alleged default which it receives from Lessor Opus; and hereby
agrees to send same.
5. If Sublessor Classic fails to perform any of its obligations under the Base Lease,
Sublessee City may elect to perform those obligations,advance funds required,and
then be reimbursed by Sublessor Classic on demand for any amounts so advanced,
including attorney's fees,plus interest on those amounts from the dates of payment
at the highest legal rate.
6. Sublessee City's remedies for Sublessor Classic's default include provisions under
this Article IV and suit for damages.
ARTICLE V
Sublease Subordinate to Base Lease. The parties hereto acknowledge that this Sublease
is subordinate to the Base Lease in all applicable provisions. Sublessee City further acknowledges
that it has received a copy of the Base Lease.
ARTICLE VI
Excusable Delay. "Excusable Delay, "as used herein,shall mean and include all delays in
a party's performance of its obligations hereunder (other than its obligations to pay money),
including the impossibility of such performance,which shall result from or be caused by any legal
proceedings or other litigation threatened,instituted against or defended by such party,in good faith,
and not merely for purposes of delay; acts of God, acts of the public enemy, wars, blockades,
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epidemics, earthquakes, storms, floods, explosions, strikes, labor disputes, work stoppages, riots,
insurrections, breakage or accident to machines or lines of pipe or mains, lawful acts of any
governmental agency or authority restricting or curtailing the erection of the building,other causes
beyond the reasonable control of such party, including but not limited to equipment failures
(including without limitation failures of freight elevators), inability of Lessor Opus to procure and
obtain needed building materials whether as a result(directly or indirectly)of any lawful order,law
or decree of any governmental authority or agency or otherwise,and any other cause,whether of the
kind herein referred to or otherwise;provided,that as to any and all such causes of Excusable Delay
the party subjected thereto(i)within ten(10)days after such party has knowledge thereof shall give
the other party notice of the existence thereof and of the length of the delay anticipated therefrom,
and (ii) within ten (10) days after the cause of delay has ceased to exist, shall give the other party
notice of the actual Excusable Delay which resulted from such cause; and provided further, such
party shall pursue with reasonable diligence the avoidance or removal of such delay. The inability
or refusal of a party to settle any labor dispute shall not be deemed to qualify or limit the foregoing
or the effect of Excusable Delay and no such failure or refusal shall constitute delay by such party
for which such party shall be responsible hereunder.
Force Majeure. All of the obligations of Sublessor Classic,and of Sublessee City under this
Sublease are subject to delay or suspension resulting from Excusable Delay. The parties hereto shall
exercise reasonable diligence to avoid or minimize any such delay or suspension.
ARTICLE VII
Keys. Sublessor Classic will provide Sublessee City with keys to the premises which are
supplied to Sublessor Classic by Lessor Opus. Additional keys may be obtained at Sublessee City's
cost and expense and with Sublessor Classic's and Lessor Opus'prior consent. No additional locks
shall be allowed in the premises without Sublessor Classic's consent; and Sublessee City shall not
make any duplicate keys without Sublessor Classic's and Lessor Opus' prior consent. Only with
express prior written consent of Sublessor Classic and Lessor Opus, Sublessee City may,at its sole
cost and expense,change locks within its own premises area,provided that Sublessee City furnishes
a complete set of keys to all such locks to Sublessor Classic and Lessor Opus,and provided that such
change of locks in no way impairs access to the premises. Upon termination of this Sublease,
Sublessee City shall surrender to Sublessor Classic all keys to the premises, or to Lessor Opus if
Lessor Opus or Sublessor Classic so directs.
ARTICLE VIII
Parking. Sublessor Classic hereby agrees to make available to Sublessee City, and
Sublessee City hereby agrees to take during the term(s), accompanying parking spaces on an
unassigned basis on appurtenant parking facilities.
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ARTICLE IX
Use. Sublessee City will use the premises only for office purposes which are consistent with
standard rules of the building and such reasonable rules and regulations imposed from time to time
with respect to the space leased by Sublessor Classic in the building. Any use of the premises which
will affect the appearance of the building, exceed structural loads of floors or walls, affect the
mechanical, plumbing or electrical systems of the building, affect ventilation in other areas of the
building, or interfere with other tenants of the building must have Lessor Opus' and Sublessor
Classic's prior written approval.
Access. Sublessee City and its employees shall have access to the premises at all times.
Sublessee City's invitees and customers and the general public shall have access to the premises
during normal business hours and, at Sublessee City's election, after business hours if they shall
comply with such security procedures as Lessor Opus and Sublessor Classic shall reasonably
promulgate from time to time.
ARTICLE X
Sublessee Ci_ty s Obligations. Sublessee City covenants and agrees that it will not injure
the building or the premises but will take the same care thereof which a reasonably prudent person
would take of his/her own property, and upon termination of this sublease, Sublessee City will
surrender and deliver up the premises to Sublessor Classic in similar condition in which the premises
existed on the commencement date of this sublease;subject,however,and except for ordinary wear
and tear and damage arising from fire or other casualty. Sublessee City agrees, at its cost and
expense,to repair or replace any part of the premises damaged as a proximate result of negligent or
wrongful acts or omissions of Sublessee City or Sublessee City's agents,employees,representatives,
invitees, licensees or visitors and to repair damage to the building proximately caused by the
negligence or wrongdoing of Sublessee City or its agents,employees or representatives acting within
the scope of their agency,employment or representation;provided,however,that is Sublessee City
should fail or refuse to make such repairs or replacements with reasonable promptness after written
notice from Sublessor Classic (having due regard to the nature of the required repairs or
replacements and the effect of delay in making same on the appearance of the building or danger of
injury to or interferences with other tenants and occupants of the building), then Sublessor Classic
or Base Lessee Crystal Park Partners/Opus may, at each of its option but without any obligation to
do so, enter the premises and make such repairs or replacements on the premises, should they be
required, and Sublessee City shall repay the cost thereof upon demand.
ARTICLE XI
Alterations by Sublessee City. Sublessee City shall not make any alterations in or additions
to the building or premises without Sublessor Classic and Base Lessor Opus' prior written consent
to and approval thereof.
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Statutorily-Mandated Alterations. All parties hereto acknowledge and agree that
Sublessee City,as a municipality,might now or in the future be required to make alterations to come
into compliance with dictates of i.e.Americans with Disabilities Act requirements. In such instance,
Sublessee City shall be required to notify Sublessor Classic and Lessor Opus in writing of such
alteration, its design, plans and specifications and of the hours during which work would be
performed on making such alterations. Sublessee City shall be required to obtain the prior written
consent and approval of Sublessor Classic and Lessor Opus for alterations, and same shall be made
according to the terms of the Base Lease.
Sublessor Classic's Rights Upon Termination of Sublease. All of Sublessee City's
improvements,fixtures and equipment of every description(unless such improvements,fixtures and
equipment are removable without damage to the premises), any alterations or additions to the
premises including those made with written consent, and any other article incorporated in or
permanently affixed to the floor, wall or ceiling of the premises, shall become the property of
Sublessor Classic and shall be and remain upon and be surrendered with the premises as a part
thereof at the termination of this sublease,Sublessee City hereby waiving all rights to any payment
or compensation therefor. In the event Sublessor Classic requests that Sublessee City remove any
of Sublessee City's removable fixtures, equipment or property located in or about the premises or
the building at the termination of this sublease, Sublessee City shall promptly remove same at its
sole risk, cost and expense, and upon Sublessee City's failure to remove same, Sublessor Classic
may remove same at Sublessee City's expense.
ARTICLE XII
Sublessee City's Compliance With Laws. Sublessee City will at its own cost and expense
comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or
promulgated by other agencies or bodies having jurisdiction thereof) relating to the use, condition
or occupancy of the premises;will install, remove or alter such of Sublessee's fixtures, equipment
and facilities in the premises as may be necessary so to comply; will not engage in any activity
which would cause Lessor Opus or Sublessor Classic's fire and extended coverage insurance to be
canceled or the rate therefor to be increased over the rate which would have been charged had such
activity not been engaged in by Sublessee City (or in such event, at Sublessee City's option,
Sublessee City will pay the amount of any such increase).
ARTICLE XIII
No Arbitration. In the event of any dispute regarding any terms or performance of the terms
of this sublease, it is agreed by and between all parties that such dispute shall not be subject to
arbitration.
ARTICLE XIV
Non-Appropriation. This sublease is a commitment of Sublessee City's current revenues
only. It is understood and agreed by all parties that Sublessee City shall have the right to terminate
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this sublease at the end of any City fiscal year if the governing body of City does not appropriate
funds sufficient to make payments as determined by City's budget for the fiscal year in question.
City may effect such termination by giving other parties hereto written notice of termination at the
end of its then current fiscal year.
ARTICLE XV
Severability Clause. If any term, covenant, condition or provision of this sublease, or the
application thereof to any person or circumstance,shall ever be held to be invalid or unenforceable,
then in each such event the remainder of this sublease or the application of such term, covenant,
condition or provision to any other person or any other circumstance (other than such as to which
it shall have been invalid or unenforceable) shall not be thereby affected, and each term,covenant,
condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by
law.
ARTICLE XVI
Notices. Any notice or communication to parties required or permitted to be given under this
sublease shall be effectively given only if in writing and shall be considered received three(3)days
after depositing such notice in the U.S.registered or certified mails,postage prepaid,return receipt
requested, or by commercial overnight courier service, addressed as follows:
(a) If addressed to Sublessee City:
City of Round Rock, Texas
221 East Main Street
Round Rock, TX 78664
Attention: City Manager
With a copy to:
City Attorney Stephan L. Sheets
309 East Main Street
Round Rock, TX 78664
(b) If addressed to Sublessor Classic:
Classic Special Management, Ltd.
2301 North Interstate Highway 35
Round Rock, TX 78664
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With a copy to:
McNery &Voelker,P.C.
101 East Old Settlers Boulevard, Suite 200B
Round Rock, Texas 78664
Attention: Dan McNery
(c) If addressed to Lessor Opus:
Opus South Corporation
15455 North Dallas Parkway, Suite 450
Addison, Texas 75001
Attention: Senior Vice President
With a copy to:
Opus South Corporation
4200 West Cypress Street, Suite 444
Tampa, Florida 33607
Attention: Neil J. Rauenhorst
With a copy to:
Opus Corporation
10350 Bren Road West
Minnetonka, Minnesota 55343
Attention: Legal Department
With a copy to:
Andrews & Barth, P.C.
8235 Douglas Avenue, Suite 1120
Dallas, Texas 75225
Attention: Stanley K. Barth
provided,however, that any party shall have the right to change the address to which notices shall
thereafter be sent by giving notice to the other parties as aforesaid,but not more than two addresses
shall be in effect at any given time for Sublessor Classic and Sublessee City hereunder.
ARTICLE XVII
Attorneys' Fees. In the event of litigation between Sublessor Classic and Sublessee City
wherein one or both parties is seeking to enforce any right or remedy hereunder,the prevailing party
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shall be entitled to recover its reasonable attorneys' fees incurred in connection with such litigation
from the other party.
ARTICLE XVIII
Broker Association. The parties hereto represent that they have dealt directly only with
RAY GILL and DON QUICK AND ASSOCIATES,as brokers,in connection with this sublease and
that insofar as Sublessee City and Sublessor Classic know, no other brokers negotiated or
participated in negotiation of this sublease or submitted or showed the subleased premises or are
entitled to any commission in connection therewith. Sublessor Classic accepts full responsibility
for the timely and ongoing discharge of the agreed-upon commissions to the referenced brokers,and
hereby indemnifies and holds harmless Sublessee City and Lessor Opus for all related claims thereto.
ARTICLE XIX
Applicable Law. This sublease shall be governed by and construed in accordance with the
laws of the state of Texas, and venue shall lie in Williamson County, Texas.
ARTICLE XX
Miscellaneous Provisions. The parties hereto agree as follows:
(a) Binding Effect. The covenants and agreements herein contained shall inure to and be
binding upon Sublessor Classic,its heirs,devisees,legal representatives,successors and assigns,and
Sublessee City, its successors and assigns; provided such reference to assigns is not intended to
imply or grant any right on the part of either party to assign this sublease.
(b) Incorporation of Exhibits. All exhibits, schedules and attachments referred to in this
sublease are hereby incorporated by reference for all purposes as fully as if set forth at length herein.
This sublease constitutes the entire agreement of the parties with respect to the subject mater hereof,
and all prior correspondence, memoranda, agreements or understandings (written or oral) with
respect hereto are merged into and superseded by this sublease.
This sublease is executed and delivered effective as of the date and year first above written.
SUBLESSOR
CLASSIC SPECIAL MANAGEMENT, LTD.
By: CLASSIC 50 LLC
By:
CHARLES R. 7'ce President
14
SUBLESSEE
CITY OF ROUND ROCK, TEXAS
B4TR. A*S�TLAUKA,
JR., ayor
ATTEST:
i4
J LAND, City Secretary
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EXHIBIT
"All
Certificate of Coverage
This is to certify that contracts of coverage listed below have been issued to the member and are in effect at this
time_ Notwithstanding any requirements,terms or conditions of any contracts or other documents with respect to
which this certificate may be issued or may pertain, the coverage afforded by the contracts described herein is
subject to all the terms,exclusions and additions of such contracts. Coverage is continuous until canceled.
Contract#: 3127
Member: City of Round Rock Company Texas Municipal League
Mr.Hassan Farhat Affording Intergovernmental Risk Pool
221 E.Main Street Coverage: P.O.Box 149194
Round Rock,Texas 78664 Austin,Texas 78714-9194
(512)491-2300 or(800)537-6655
Fax(512)491-2404
'G1 NE;RAL LIABILITY t. .
Limits of Liability ; $ 1,000,000 Each Occurrence
Sudden Events
Involving Pollution $ 1,000,000 Each Occurrence
Annual Aggregate : $ 2,000,000 Effective Date : 10/01/00
Deductible Per Occurrence $ 2,500 Anniversary Date : 10/01/01
01WROOREEWW'1;zUOIF Y':"
Limits of Liability : $ Each Occurrence
Annual Aggregate : $ Effective Date
Deductible Per Occurrence : $ Anniversary Date
-ERROR -�i ,ND ONUSSTONS":L;IABILITY
Limits of Liability $ Each Wrongful Act
Annual Aggregate : $ Effective Date
Deductible Each Wrongful Act $ An niversary Date
DESCRIPTION
fiE: Lease of premises at 101 East Old Settlers Boulevard, Suite 200.
Cancellation: Should any of the above described coverages be canceled before the anniversary date thereof,the issuing
company will endeavor to mail 30 days written notice to the certificate holder, but failure to mail such notice shall
impose no obligation or liability of any kind upon the company.
Date lssued: 7/11/01 Authorized Representative:
Texas Municipal League Intergovernmental Rist:Pool
Certificate Holder:
Classic Special Management,LTD
2301 North Interstate Highway 35
Round Rock,Texas 78664
EXHIBIT
x�cn_
06/26i98
JUL-11-2001 10:33 B" 95X P.02
" INDEMNIFICATIONFOR:PREM 4ES is-ASFI2-TQ THE': D MEIBER;
This endorsement forms a part of the Declarations to which attached, effective
on the inception date of the coverage unless otherwise stated herein,and clarifies
such coverage as is afforded by the provisions of the coverage shown below:
® GENERAL LIABILITY
❑ AIRPORT OWNERS AND OPERATORS
GENERAL LIABILITY
Entity Name :City of Round Rock
Entity ID :3127
Effective Date :7/13/01
It is agreed that the Fund Member is provided coverage for the liability assumed under the lease
agreement between the person or organization designated below and the Fund Member for that
part of the premises designated below. Such coverage shall not apply to:
(1) Any occurrence which takes place after the Fund Member ceases to be a tenant
in such premises.
(2) Any structural alterations, new construction or demolition operations performed
by or on behalf of the person or organization designated below.
Name Classic Special Management,LTD
Address 230I North Interstate Highway 35
City, State,Zip : Round Rock,Texas 78664
Designated Premises
101 East Old Settlers Boulevard, Suite 200
TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL
E1,206
EXHIBIT M09/98
-If "B"
JUL-11-2001 10=33 95i P.03
Certificate of Coverage P.
This is to certify that contracts of coverage listed below have been issued to the member and are in effect at this
time. Notwithstanding any requirements,terms or conditions of any contracts or other documentsto
which this certificate may be issued or may pertain, the coverage afforded by the contracts described herein is
subject to all the terms,exclusions and additions of such contracts.Coverage is continuous until canceled.
Contract#: 3127
Member: City of Round Rock Company Texas Municipal LeagueMbj;;:il. z r
Mr,Hassan Farhar Affording Intergovernmental Risk Pool
221 East Main Street Coverage: P.O.lox 149194 .
Round Rock,Texas 78664 Austin,Texas 787749194
(512)491-2300 or(800)537-6655 fi
Fax(512)491-2404
Limits of Liability S 1,000,000 Each Occurrence 3
Sudden Events
Involving Pollution $ 1,000,000 Each Occurrences
Annual Aggregate $ 2,000,000 Effective Date : 10/1/00
Deductible Per Occurrence S 2,500 Anniv Date 10/1/01
11,''' r '. t : ►•, }
Limits of Liability S Each Occurrence
Annual Aggregate S Effective Date
Deductible Per Occurrence $ Annivers Date
M7.�^'bC�:��.. 110 A ! • ��f".. ...�J: .1' ►•-'./ fq. l
e�A
Limits of Liability S Each Wrongful Act
Annual Aggregate : S Effective Date -'
Deductible Each Wron 1 Act S Anniversary Date
Re:Lease of premises at 101 East Old Settlers Boulevard,Suite 200. -
Cancellation: Should any of the above described coverages be canceled before the anniversary date thereo4 the issuing
company will endeavor to mail 30 days written notice to the certificate holder, but failure to mail such notice shall
impose no obligation or liability of any ldnd upon the company. F.
Date Issued: 7/12/01 Authorized Representative:
v 1 -
Texas Municipal League Intergovernmental Risk Pool
vC-
Certificate Holder. '
Opus South Corporation -
15455 North Dallas Parkway,Suite 450
Addison,Texas 75001
t
s�+
"M11%
YSS
EXHIBIT
X302
06nogs
JUL-12-2001 12:28 "B" 95% P.03
r "r�:
1
This endorsement forms a part of the Declarations to which attached, effective
on the inception date of the coverage unless,othewisc stated Herein,and clarifies 3
such coverage as is afforded by the provisions of the coverage shown below '
r ® GENERALE
vt � AYRPORT OWNERS AND OPERATORS
xa . % r�` { + z°s GEPt�EYtAL LIABILITX h
•`5„
Entity Name :City of Round Rock � - , >
Entity ID :3127
Effective Date :71I3/01
p It is agreed that the Fend Member is provided cov=ja e,for the liability asswned under the.lease
;� xw F agreement between the person ar organization designated below
kand the Fund Member for'that s
apart of the pt^uusesdesignated below Such coverage s1aIl not apply x-
p� pp�,Y.� (I) ���f 1•Ioeen�rr�enpe�e�winch talm �laoe tlu�ninclMiember
- � 3 H f. ka4 sIICh p1�JiilJVJ �- T'T "TFl 3'L Yr' R[ ? 's" ! �•w? i' txC` S"f:r
ay -' Y ��-d.`� ;., - "£s�`' "'^ C 1 .4
: .(2) Any structural alterations,new construction or demolition operations performed
by or on behalf of the person or organization designated below.
a s•E til,f
r3 Nance 7 Opus South Corporation
�� ; Address 15455 North Dallas Par_kway,Suite 450
�tY�sP Addias 75001- Y
,<
T k 45 t
Designated Premises s,
r;
101 East Old Settlers Boulevard,Suite 200
.t3,
ivs
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g�`'�r`x fora�r r' r -tom ��:�� s• � �-�,�-' +��:� '�s,�"y�r r .,r� � #�� � ;
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MF'.
TE3CAS MU1dICIPAL LEAGUE 'I'�� AL RISK`P�S��L
"A
$1206 * :
I 2109 ' 3
EXHIBIT
d
= • JUL-12-2001 12:28 "B"
95i ___.P.04 � '
Certificate of Coverage _
This is to certify that contracts of coverage listed below have been issued to the member and are in effect at this
time. Notwithstanding any requirements,terms or conditions of any contracts or other documents with'res grrt to
which this certificate may be issued or may pertain, the coverage afforded by the contracts described hereiu hs
subject to all the terms,exclusions and additions of such contracts.Coverage is continuous until canceled.
Contract#: 3127
Member: City of Round Rock Company Temas Municipal Teague
Mr.Hassan Farhar Affording Intergoveimaental Risk pool ,
221 East Main Street Coverage: P.O.Box 149194 d
Round hoed:,Texas 78664 Austin,Texas ,7$714-9194
(512)491-2300 or(800)537-6655
Fax(512)491-1'2404 . y `'£
iiYY �t.:4' lit . , o "'r• f 4•
F
Limits of Lzabihty 4S 1,000,000 Each Occt�ence � 4 _ �Fg "
Sudden Events ys�x Gt fit j 'c x7°v Ex: G t..Da xd 1 7`�wfx ix� 5
' i"-. .=,€s^n •rr+ r-,s#x
Involving Pollution x $ -15000,000 Each Occiurencel - �� W.
Annual Aggregate S '2,000,000 Effective Date :10%II00 . . .
Deductible Per Occiurence $ 2,500 Anniversary Datef : 10/1101
Limits of Liability . $ Each Occurrence }
Annual Aggregate S Effective Date
Deductible Per Occurrence S �y �y�laAy�rmi Date <•l `
`• .,..1 ,wiG'®1�1: M
Y
Limits of Liability : $ Each Wrongful Act
Annual Aggregate
$ Effective Date
Deductible Each Wrongbil Act $ y Anniversary Date
;j1 4f i,` 1�►'' ' }'•
Re:Lease of premises at 101 East Old Settlers Boulevard,Suite 200.
Cancellation: Should any of the above described coverages be canceled before the anniversary date theroo& the issuing
company will endeavor to mail 30 days written notice to the certificate holder,but'i+ailure to mail such notice shall <,F
impose no obligation or liability of any land upon the company.
Date Issued: 7112101 Authorized Representative:
Texas Municipal Teague Intergovernmental Risk pool
Certificate Holder r :.
Opus South Management Cozporation 3* R
4200 West G�rptess Street;Suite 444 , x
Tampa,Florida 33607 t�
SS," a s2
R i
EXHIBIT X102 _
0612693
fiBn
JL1L-12-2001 12:27 95% P.02
Q!,
This endorsement forms a part of the Declarations to which attached, effective
on the inception date of the coverage unless othtrwise stated herein,and clarifies ',
such coverage as is afforded by the provisions of the coverage shown below
r 9; c
® . GENERAL LIABILITY
y
i
4
Q AYRPORT O r�VNERS AND OPERATORS
e
CxFNERALL)<,4BII.ITY , �r � }r
Entity Name :City of Round Rock
Entity ID :3127
Effective Date :7/13/01
Itis agreed that the ltund Member is provided coverage for the liability assumed under.the lease
agreement between the person or organization designated below;and the Fnnd.Member far that `�
"_ v of the premises
d gnated ow uch `
esi bel Scoveiage shall.30
#f (1) Any occurrence which takes place aflcr a Fhncl c ar eta n
R m such premises.
-
(2) Any stnichiral alterations,new"construction ordemolitiort operations performed
by or on behalf of the person or organization designated below ^;, F .-
Name" Opus South ManagernentCorporation1 00
Address 4200 West Cypress Street,Suite 444 `
Criy,State,Zip : Tampa,Florida 33607 3
Designated premises *'
101 East Old Settlers Boulevard,Suite 200
IT
otz
F
TEXAS MUNICIPAL LEAGUE INTF.RGOy �V18VTAL RISK FOOL = `
EL206
EXHIBIT 12109/98
JUL-12-2001 12:25 95x P.05
1 8 „
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OFFICE = i OP2F1[SCE OFFICE OFFICE OFFICE OFFICE
214 2l6 219 223 224
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print=r 4FFI217 220 OPEN
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CONFOJYCE CO2/
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CONSENT TO SUBLEASE
THIS CONSENT TO SUBLEASE (the"Agreement")is dated to be effective as of the
day of July, 2001 (the "Effective Date") by and between Opus South Corporation, a Florida
corporation,d/b/a Crystal Park Partners ("Landlord"), Classic Special Management, Ltd.,a Texas
limited partnership ("Tenant") and The City of Round Rock, Texas, a municipal corporation
("Sublessee").
WHEREAS, Classic Automotive, Inc., a Texas corporation ("Classic"), Tenant's
predecessor-in-interest, entered into a lease agreement dated November 13, 1997 (the"Lease"),
with Crystal Park Partners, a Texas general partnership ("CPP"), predecessor-in-interest to
Landlord,for the lease of certain premises (the"Premises")located in the office building known as
Crystal Park Plaza, located at 101 Old Settlers Boulevard in Round Rock, Williamson County,
Texas; and
WHEREAS, Tenant has succeeded to all right, title and interest in the Lease held by
Classic; and Landlord has succeeded to all right, title and interest in the Lease held by CPP; and
WHEREAS, Tenant has requested Landlord's consent respecting a proposed sublease of
the Premises (the "Sublease") to Sublessee, a copy of which Sublease is attached hereto as
Exhibit "A"; and
WHEREAS, Landlord and Tenant desire to set forth herein their agreement respecting the
Landlord's consent to the Sublease as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby covenant and agree as follows:
1. Landlord has reviewed the Sublease and hereby grants its consent to the Sublease
and to the occupancy of the Premises by Sublessee for the use stated in the Sublease, subject to
the terms and conditions of the Lease and this Agreement, and conditioned upon the assumption
by Sublessee of all obligations of Tenant under the Lease. Except as herein expressly provided,
such consent shall not be deemed to constitute a modification of or amendment to any provision of
the Lease or a release of Tenant from any of Tenant's obligations thereunder. Any amendment to
the Sublease by and between Tenant and Sublessee which has not been approved in writing by
Landlord shall be deemed to be invalid and not in full force and effect. Tenant shall remain fully
liable to Landlord for all obligations existing or arising under the Lease. Sublessee has executed
this Agreement to acknowledge its consent to the foregoing and the provisions hereof.
2. Notwithstanding anything contained in the Lease or Sublease to the contrary,
Landlord, Tenant and Sublessee agree as follows:
(a) Sublessee shall not have the right to further sublet, transfer or assign the
Sublease or its rights thereunder without Landlord's prior written consent,
which may be withheld in Landlord's sole discretion.
(b) Landlord agrees to provide notice to Sublessee, at the address contained in
the Sublease, of the occurrence of any Event of Default under the Lease,
and Landlord and Tenant agree that Sublessee may elect to cure any such
default on Tenant's behalf; provided that nothing herein shall (i)expand any
notice or cure periods under the Lease, (ii) limit Landlord's rights or
remedies under the Lease, or (iii) amend the Lease except as expressly
CONSENT TO SUBLEASE—Page 1
C:\WINDOWS\Temporary Internet Files\OLK92C3\ClassicSubleaseConsentl.doc
provided in this subsection (b).
3. This Agreement may be executed in counterparts which, when attached to each
other shall constitute the complete agreement of the parties.
4. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
LANDLORD:
OPUS SOUTH CORPORATION, a Florida
corporation, d/b/a CRYSTAL PARK
PARTNERS
By:
Name:
Title:
TENANT:
CLASSIC SPECIAL MANAGEMENT, LTD.
By: Classic Special LLC
By:
CHARLES R. KING, Vice President
SUBLESSEE:
CITY OF ROUND ROCK, TEXAS
By:
ROBERT A. STLUKA, JR., Mayor
ATTEST:
JOANNE LAND, City Secretary
CONSENT TO SUBLEASE—Page 2
CAWINDOWS\Temporary Internet Files\OLK92C3\ClassicSubleaseConsentl.doc
CONSENT TO SUBLEASE coo PY
THIS CONSENT TO SUBLEASE (the"Agreement")is dated to be effective as of the
day of July, 2001 (the "Effective Date") by and between Opus South Corporation, a Florida
corporation, d/b/a Crystal Park Partners("Landlord"), Classic Special Management, Ltd., a Texas
limited partnership ("Tenant") and The City of Round Rock, Texas, a municipal corporation
("Sublessee").
WHEREAS, Classic Automotive, Inc., a Texas corporation ("Classic"), Tenant's
predecessor-in-interest, entered into a lease agreement dated November 13, 1997 (the "Lease"),
with Crystal Park Partners, a Texas general partnership ("CPP"), predecessor-in-interest to
Landlord, for the lease of certain premises(the"Premises")located in the office building known as
Crystal Park Plaza, located at 101 Old Settlers Boulevard in Round Rock, Williamson County,
Texas; and
WHEREAS, Tenant has succeeded to all right, title and interest in the Lease held by
Classic; and Landlord has succeeded to all right, title and interest in the Lease held by CPP; and
WHEREAS, Tenant has requested Landlord's consent respecting a proposed sublease of
the Premises (the "Sublease") to Sublessee, a copy of which Sublease is attached hereto as
Exhibit "A"; and
WHEREAS, Landlord and Tenant desire to set forth herein their agreement respecting the
Landlord's consent to the Sublease as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby covenant and agree as follows:
1. Landlord has reviewed the Sublease and hereby grants its consent to the Sublease
and to the occupancy of the Premises by Sublessee for the use stated in the Sublease, subject to
the terms and conditions of the Lease and this Agreement, and conditioned upon the assumption
by Sublessee of all obligations of Tenant under the Lease. Except as herein expressly provided,
such consent shall not be deemed to constitute a modification of or amendment to any provision of
the Lease or a release of Tenant from any of Tenant's obligations thereunder. Any amendment to
the Sublease by and between Tenant and Sublessee which has not been approved in writing by
Landlord shall be deemed to be invalid and not in full force and effect. Tenant shall remain fully
liable to Landlord for all obligations existing or arising under the Lease. Sublessee has executed
this Agreement to acknowledge its consent to the foregoing and the provisions hereof.
2. Notwithstanding anything contained in the Lease or Sublease to the contrary,
Landlord, Tenant and Sublessee agree as follows:
(a) Sublessee shall not have the right to further sublet, transfer or assign the
Sublease or its rights thereunder without Landlord's prior written consent,
which may be withheld in Landlord's sole discretion.
(b) Landlord agrees to provide notice to Sublessee,at the address contained in
the Sublease, of the occurrence of any Event of Default under the Lease,
and Landlord and Tenant agree that Sublessee may elect to cure any such
default on Tenant's behalf; provided that nothing herein shall (i)expand any
notice or cure periods under the Lease, (ii) limit Landlord's rights or
remedies under the Lease, or (iii) amend the Lease except as expressly
CONSENT TO SUBLEASE— Page 1
C:\WINDOWS\Temporary Internet Files\OLK92C3\ClassicSubleaseConsent1.doc
provided in this subsection (b).
3. This Agreement may be executed in counterparts which, when attached to each
other shall constitute the complete agreement of the parties.
4. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
LANDLORD:
OPUS SOUTH CORPORATION, a Florida
corporation, d/b/a CRYSTAL PARK
PARTNERS
By:
Name:
Title:
TENANT:
CLASSIC SPECIAL MANAGEMENT, LTD.
By: Classic Sp ial L
By:
CHARLES R. KIN ice President
SUBLESSEE:
CITY OF ROUND ROCK, TEXAS
By: I'l 6;b,11
RO A.4STLUKA, JR., ayor
ATTEST:
aa6'—ya-'d,�
JOANNE LAND, City Secretary
CONSENT TO SUBLEASE—Page 2
CAWINDOWS\Temporary Internet Files\OLK92C3\ClassicSubleaseConsentl.doc
EXHIBIT "A"
SUBLEASE
COMMERCIAL SUBLEASE AGREEMENT
This Commercial Sublease Agreement is made and entered into by and between Sublessor
CLASSIC SPECIAL MANAGEMENT, LTD., a Texas limited partnership, acting by and through
CLASSIC SPECIAL LLC, a Texas limited liability company, its General Partner (hereinafter
referred to as"Sublessor Classic")and Sublessee CITY OF ROUND ROCK,TEXAS, a municipal
corporation (hereinafter referred to as"Sublessee City").
Date: , 2001
Sublessor: CLASSIC SPECIAL MANAGEMENT, LTD., a Texas limited
partnership, acting by and through CLASSIC SPECIAL LLC, a
Texas limited liability company, its General Partner
Sublessor's Address: 2301 North Interstate Highway 35
Round Rock, Texas 78664
Sublessee: CITY OF ROUND ROCK, TEXAS, a municipal corporation
Sublessee's Address: 221 East Main Street
Round Rock, Texas 78664
Subleased Premises: 5,581 square feet net rentable area located in Suite 200 of the building
known as Crystal Park Plaza located at 101 East Old Settlers
Boulevard in Round Rock, Williamson County, Texas, as shown on
Exhibit "A" attached hereto and made a part hereof (hereinafter
referred to as "Office Complex"), along with accompanying
unassigned spaces in the appurtenant parking facilities. The Office
Complex has a total rentable area of 58,647 square feet.
Net Rentable Area, " as used herein, shall refer to (i) in the case of
a single tenancy floor,all floor area measured from the inside surface
of the outer glass line of the building to the inside surface of the
opposite outer glass line excluding only the areas ("service areas")
used for building stairs, fire towers, elevator shafts, flues, vents,
stacks, pipe shafts and vertical ducts (which service areas shall be
measured from the midpoint of walls enclosing such service areas),
but including any such service areas which are for the specific use of
the particular tenant such as special stairs or elevators, plus an
allocation of the square footage of the building's elevator machine
rooms, mechanical and electrical rooms, and public lobbies, and (ii)
in the case of a floor to be occupied by more than one tenant,all floor
O:\wdox\CORA\gnl\pingdpt\opus\00007006 WPD/jkg 1
areas within the inside surface of the outer glass walls enclosing the
premises and measured to the mid-point of the walls separating areas
leased by or held for lease to other tenants or from areas devoted to
corridors, elevator foyers, restrooms, mechanical rooms, janitor
closets, vending areas and other similar facilities for the use of all
tenants on the particular floor(hereinafter sometimes called"common
areas"), but including a proportionate part of the common areas
located on such floor based upon the ration which the tenant's net
rentable area (excluding common areas) on such floor bears to the
aggregate net rentable area(excluding common areas)on such floor
or other reasonable bases determined by Sublessor Classic, plus an
allocation of the square footage of the building's elevator machine
rooms, mechanical and electrical rooms, and public lobbies. No
deductions from net rentable area shall be made for columns or
projections necessary to the building. The net rentable area in the '
premises has been calculated on the basis of the foregoing definition
and is hereby stipulated for all purposes hereof to be 5,581 square
feet, whether the same should be more or less as a result of minor
variations resulting from actual construction and completion of the
premises for occupancy so long as such work is done in accordance
with the terms and provisions hereof.
Sublease Commencement
Date (Initial Term): July 13, 2001
Sublease Termination
Date (Initial Term): July 12, 2003
Sublease Initial Term: Two (2) years
Extension Options: 1. First Extension Option. Sublessor Classic grants to Sublessee
City an option(hereinafter referred to as "First Extension Option")
to extend the Sublease Initial Term for an additional period of time,
commencing on the Sublease Termination Date and expiring on the
date (the "First Extension Expiration Date")that falls on the earliest
occurrence of the following: (a) the expiration of one year from the
end of the Sublease Termination Date, (b) the availability for
occupancy of newly-constructed facilities at the Municipal Office
Complex, or (c) the expiration or earlier termination of the Base
Lease or of Sublessor Classic's possession of the Sublease Premises.
Sublessee City's rights under this option terminate if(a) the Base
Lease, this Sublease,or Sublessor Classic's or Sublessee City's right
to possession of the premises is terminated,or(b)Sublessee City fails
2
to timely exercise the option, or (c) default exists at the time
Sublessee City seeks to exercise the First Extension Option.
Sublessor Classic and Sublessee City agree to the following:
a. The option to extend for an additional sublease term must be
exercised by Sublessee City's written notice delivered to
Sublessor Classic at least ninety (90) days prior to the
Sublease Termination Date (Initial Term).
b. During any extended sublease term,the sublease will continue
with the same terms as written herein.
2. Second Extension Option. Sublessor Classic grants to Sublessee
City a second option (hereinafter referred to as "Second Extension
Option") to extend the sublease term to provide for a month-to-'
month tenancy by Sublessee City beginning on the First Extension
Expiration Date. Sublessee City's rights under this option terminate
if(a)the Base Lease, this Sublease or Sublessee City's or Sublessor
Classic's right to possession of the premises is terminated, or (b)
Sublessee City fails to timely exercise the Second Extension Option,
or(c) default exists at the time Sublessee City seeks to exercise the
Second Extension Option, or (d) Sublessee City fails to timely
exercise the First Extension Option. Sublessor Classic and Sublessee
City agree to the following:
a. The option to extend for the second additional sublease term
must be exercised by Sublessee City's written notice
delivered to Sublessor Classic at least ninety (90) days prior
to the First Extension Expiration Date.
b. During the second additional sublease term,the sublease will
continue with the same terms as written herein.
C. If Sublessee City timely exercises the second extension
option, then Sublessee City agrees to provide written notice
delivered to Sublessor Classic at least sixty(60)days prior to
terminating the month-to-month tenancy. In all cases,within
the second extension option,Sublessee City will be obligated
on a month-to-month tenancy basis for sixty (60) days
following delivery of written notice to terminate.
3
Base Sublease Rent: Monthly Base Sublease Rent $5,674.00
Annualized Base Sublease Rent $68,088.20
Based upon $12.20 per square foot x 5,581 square feet subleased
Additional Sublease Rent: "Additional Sublease Rent, " as used herein, shall mean the
Additional Rent that Sublessor Classic is obligated to pay on the
subleased premises pursuant to Article 2 of the Base Lease. Article
2 of the Base Lease states that Sublessor Classic is obligated to pay
"Lessee's Pro Rata Share of Real Estate Taxes and Operating
Expenses"as Additional Rent. The percentage that Lessor Opus has
initially used to calculate Lessee Classic's Pro Rata Share of Real
Estate Taxes and Operating Expenses is 15.1%. For purposes of this
Sublease, the percentage that Sublessor Classic has initially used to
calculate Sublessee City's Pro Rata Share of Real Estate Taxes and
Operating Expenses for the subleased premises is 9.5%.
Permitted Sublease Uses: City offices open to the public
[currently the City of Round Rock Planning Department]
Base Lease (Office Lease):
Date: November 13, 1997
Lessor: Opus South Corporation, a Florida corporation, d/b/a CRYSTAL PARK
PARTNERS, a Texas general partnership ("Lessor Opus")
Lessee: CLASSIC SPECIAL MANAGEMENT, LTD., a Texas limited partnership
(The Base Lease was executed on November 13, 1997,by CRYSTAL PARK
PARTNERS as Lessor and CLASSIC AUTOMOTIVE,INC.,as Lessee. On
April 2, 1999, CLASSIC AUTOMOTIVE, INC., a Texas corporation,
merged with AIMG, INC., a Texas corporation. By instrument dated
February 20, 2001, to be effective January 31, 2001, AIMG, INC.,
transferred, assigned and set over all of its right, title and interest as Lessee
in and to the Base Lease to CLASSIC SPECIAL MANAGEMENT, LTD.)
Premises: 8,857 rentable square feet on the top floor of the Office Complex located at
101 Old Settlers Boulevard in Round Rock, Williamson County, Texas, as
described therein.
4
ARTICLE I
Leasing of Premises. Subject to and upon the terms and conditions herein set forth, and
each in consideration of the duties, covenants and obligations of the other hereunder, Sublessor
Classic hereby subleases to Sublessee City and Sublessee City hereby subleases from Sublessor
Classic the premises. Sublessor Classic represents and warrants that the premises are a part of the
premises leased by Sublessor Classic under the Base Lease.
ARTICLE II
Performance Representations by Sublessee City. Sublessee City hereby covenants and
agrees to do the following:
1. Sublease the Subleased Premises for the Sublease Initial Term, on the terms and
conditions enumerated herein, beginning on the Sublease Commencement Date
(Initial Term) and ending on the Sublease Termination Date (Initial Term) unless
such term is properly extended hereunder.
2. Pay the Base Sublease Rent per month to Sublessor Classic at its offices in Round
Rock, Texas, or elsewhere within the United States as Sublessor Classic may from
time to time designate in writing,payable in advance in equal monthly installments
on the first day of each full calendar month,in legal tender for the payment of public
and private debts,without set-off or deduction and without demand,the sum of Five
Thousand Six Hundred Seventy-four and No/100 Dollars ($5,674.00).
All payments of Base Sublease Rent and other amounts becoming due and payable
from Sublessee City to Sublessor Classic under and in connection with this Sublease
may be made by delivering to Sublessor Classic, at the then applicable address
provided for herein, Sublessee City's check in the amount of such payment, on or
before the due date thereof under the terms of this Sublease; provided that is such
check shall not be paid and honored upon presentation thereof duly endorsed and in
due course,the delivery of such check shall not constitute payment by Sublessee City
hereunder, and that acceptance of any such check by Sublessor Classic shall be
subject to payment thereof upon presentation in due course.
3. Pay the Additional Sublease Rent per month to Sublessor Classic at its offices in
Round Rock, Texas, or elsewhere as Sublessor Classic may from time to time
designate in writing, payable in advance in monthly installments on the first day of
each full calendar month during the term, in legal tender for the payment of debts.
4. Pay the difference between the estimated Additional Sublease Rent and the actual
Additional Sublease Rent within thirty (30)days of receiving proper written notice
of the amount due from Sublessor Classic, such payment to be made at its offices in
5
Round Rock,Texas,or elsewhere within the United States as Sublessor Classic may
from time to time designate in writing, in legal tender for the payment of debts.
5. Obey all laws,rules,regulations,and terms of the Base Lease not in conflict herewith
as they apply to the subleased premises.
6. Vacate the subleased premises upon termination of this Sublease, and surrender all
keys to the premises in accordance with provisions herein.
7. Maintain general liability insurance for the subleased premises and the conduct of
Sublessee City's business,with Sublessor Classic and Lessor Opus and Lessor Opus'
Managing Agent named as additional insureds, in the amounts indicated on the
Certificate of Coverage attached hereto as Exhibit`B."
8. Maintain appropriate insurance on Sublessee City's personal property located within'
the subleased premises.
9. Upon proper written request, deliver certificates of insurance to Sublessor Classic.
10. Indemnify, defend, and hold Sublessor Classic and Lessor Opus harmless from any
loss or claim arising out of Sublessee City's use of the subleased premises or
resulting from Sublessee City's failure to comply with applicable provisions of the
Base Lease.
Prohibition Representations by Sublessee City. Sublessee City hereby covenants and
agrees not to do the following:
1. Use the subleased premises for purposes other than the Permitted Sublease Use.
2. Create a nuisance.
3. Interfere with other tenants' normal business operations, nor interfere with Lessor
Opus' management of the building.
4. Permit any waste.
5. Use the subleased premises in a way that is extrahazardous, that would increase
insurance premiums, or that would void insurance on the building.
6. Change Lessor Opus' lock system, except as permitted herein.
6
7. Alter the subleased premises, except as provided herein for statutorily-mandated
alterations, without Sublessor Classic's consent, which consent shall not be
unreasonably withheld.
8. Allow a lien to be placed on the subleased premises.
9. Assign this Sublease or sublet any portion of the subleased premises without
Sublessor Classic's and Lessor Opus' written consent, which consent may be
withheld in Lessor Opus' sole discretion.
ARTICLE III
Performance Representations by Sublessor Classic. Sublessor Classic hereby covenants
and agrees to do the following:
1. Sublease the subleased premises to Sublessee City for the term(s)contained herein,
and under the terms and conditions contained herein.
2. Comply fully with Lessee Classic's obligations under the Base Lease.
3. Enforce Lessor Opus' obligations under the Base Lease.
4. Make available at all times to the subleased premises all services and rights provided
for under the Base Lease.
5. Allow Sublessee City to utilize the off-sublease-premises Equipment Room,shown
as being between Office 220 and Open Office 226 on floorplan included herewith
as Exhibit "C," for Sublessee City's telephone and networking requirements.
Sublessee City acknowledges that such equipment room may be reasonably accessed,
but shall not be used for office space.
ARTICLE IV
Default by Sublessee City.
1. Default by Sublessee City shall be defined as (a) failing to timely pay the Base
Sublease Rent and the Additional Sublease Rent, or (b) abandoning or vacating a
substantial portion of the subleased premises, or (c) failing to begin a reasonable
attempt to comply, within ten (10) days of receiving written notice from Sublessor
Classic,with any substantive provision of the Base Lease or this Sublease other than
the defaults set forth in (a) and (b) of this paragraph 1 of Article IV.
7
2. Sublessor Classic's remedies for Sublessee City's default are to (a) enter and take
possession of the subleased premises, after which Sublessor Classic may relet the
subleased premises on behalf of Sublessee City and receive the Base Sublease Rent
and the Additional Sublease Rent directly by reason of the reletting, and Sublessee
City agrees to reimburse Sublessor Classic for actual expenditures reasonably made
in order to relet; or (b) enter the subleased premises and perform Sublessee City's
obligations; or (c) terminate this Sublease by proper written notice and sue for
damages.
Default by Sublessor Classic.
3. Default by Sublessor Classic shall be defined as (a) Sublessor Classic failing to
comply with any applicable provisions of the Base Lease which constitute default;
or (b) Sublessor Classic failing to comply with any substantive provision of this
Sublease within thirty(30) days of receiving proper written notice.
4. Sublessor Classic hereby acknowledges that it has the legal obligation to send
Sublessee City,within three(3)business days of receipt of same,any and all notices
regarding actual or alleged default which it receives from Lessor Opus; and hereby
agrees to send same.
5. If Sublessor Classic fails to perform any of its obligations under the Base Lease,
Sublessee City may elect to perform those obligations,advance funds required,and
then be reimbursed by Sublessor Classic on demand for any amounts so advanced,
including attorney's fees,plus interest on those amounts from the dates of payment
at the highest legal rate.
6. Sublessee City's remedies for Sublessor Classic's default include provisions under
this Article IV and suit for damages.
ARTICLE V
Sublease Subordinate to Base Lease. The parties hereto acknowledge that this Sublease
is subordinate to the Base Lease in all applicable provisions. Sublessee City further acknowledges
that it has received a copy of the Base Lease.
ARTICLE VI
Excusable Delay. "Excusable Delay, "as used herein, shall mean and include all delays in
a party's performance of its obligations hereunder (other than its obligations to pay money),
including the impossibility of such performance, which shall result from or be caused by any legal
proceedings or other litigation threatened,instituted against or defended by such party,in good faith,
and not merely for purposes of delay; acts of God, acts of the public enemy, wars, blockades,
8
epidemics, earthquakes, storms, floods, explosions, strikes, labor disputes, work stoppages, riots,
insurrections, breakage or accident to machines or lines of pipe or mains, lawful acts of any
governmental agency or authority restricting or curtailing the erection of the building, other causes
beyond the reasonable control of such party, including but not limited to equipment failures
(including without limitation failures of freight elevators), inability of Lessor Opus to procure and
obtain needed building materials whether as a result(directly or indirectly)of any lawful order,law
or decree of any governmental authority or agency or otherwise,and any other cause,whether of the
kind herein referred to or otherwise;provided,that as to any and all such causes of Excusable Delay
the party subjected thereto(i)within ten(10)days after such party has knowledge thereof shall give
the other party notice of the existence thereof and of the length of the delay anticipated therefrom,
and (ii) within ten (10) days after the cause of delay has ceased to exist, shall give the other party
notice of the actual Excusable Delay which resulted from such cause; and provided further, such
party shall pursue with reasonable diligence the avoidance or removal of such delay. The inability
or refusal of a party to settle any labor dispute shall not be deemed to qualify or limit the foregoing
or the effect of Excusable Delay and no such failure or refusal shall constitute delay by such party
for which such party shall be responsible hereunder.
Force Maieure. All of the obligations of Sublessor Classic,and of Sublessee City under this
Sublease are subject to delay or suspension resulting from Excusable Delay. The parties hereto shall
exercise reasonable diligence to avoid or minimize any such delay or suspension.
ARTICLE VII
Keys. Sublessor Classic will provide Sublessee City with keys to the premises which are
supplied to Sublessor Classic by Lessor Opus. Additional keys may be obtained at Sublessee City's
cost and expense and with Sublessor Classic's and Lessor Opus'prior consent. No additional locks
shall be allowed in the premises without Sublessor Classic's consent; and Sublessee City shall not
make any duplicate keys without Sublessor Classic's and Lessor Opus' prior consent. Only with
express prior written consent of Sublessor Classic and Lessor Opus, Sublessee City may,at its sole
cost and expense,change locks within its own premises area,provided that Sublessee City furnishes
a complete set of keys to all such locks to Sublessor Classic and Lessor Opus,and provided that such
change of locks in no way impairs access to the premises. Upon termination of this Sublease,
Sublessee City shall surrender to Sublessor Classic all keys to the premises, or to Lessor Opus if
Lessor Opus or Sublessor Classic so directs.
ARTICLE VIII
Parking. Sublessor Classic hereby agrees to make available to Sublessee City, and
Sublessee City hereby agrees to take during the term(s), accompanying parking spaces on an
unassigned basis on appurtenant parking facilities.
9
ARTICLE IX
Use. Sublessee City will use the premises only for office purposes which are consistent with
standard rules of the building and such reasonable rules and regulations imposed from time to time
with respect to the space leased by Sublessor Classic in the building. Any use of the premises which
will affect the appearance of the building, exceed structural loads of floors or walls, affect the
mechanical, plumbing or electrical systems of the building, affect ventilation in other areas of the
building' or interfere with other tenants of the building must have Lessor Opus' and Sublessor
Classic's prior written approval.
Access. Sublessee City and its employees shall have access to the premises at all times.
Sublessee City's invitees and customers and the general public shall have access to the premises
during normal business hours and, at Sublessee City's election, after business hours if they shall
comply with such security procedures as Lessor Opus and Sublessor Classic shall reasonably
promulgate from time to time.
ARTICLE X
Sublessee City's Obligations. Sublessee City covenants and agrees that it will not injure
the building or the premises but will take the same care thereof which a reasonably prudent person
would take of his/her own property, and upon termination of this sublease, Sublessee City will
surrender and deliver up the premises to Sublessor Classic in similar condition in which the premises
existed on the commencement date of this sublease;subject,however,and except for ordinary wear
and tear and damage arising from fire or other casualty. Sublessee City agrees, at its cost and
expense,to repair or replace any part of the premises damaged as a proximate result of negligent or
wrongful acts or omissions of Sublessee City or Sublessee City's agents,employees,representatives,
invitees, licensees or visitors and to repair damage to the building proximately caused by the
negligence or wrongdoing of Sublessee City or its agents,employees or representatives acting within
the scope of their agency, employment or representation;provided,however,that is Sublessee City
should fail or refuse to make such repairs or replacements with reasonable promptness after written
notice from Sublessor Classic (having due regard to the nature of the required repairs or
replacements and the effect of delay in making same on the appearance of the building or danger of
injury to or interferences with other tenants and occupants of the building), then Sublessor Classic
or Base Lessee Crystal Park Partners/Opus may, at each of its option but without any obligation to
do so, enter the premises and make such repairs or replacements on the premises, should they be
required, and Sublessee City shall repay the cost thereof upon demand.
ARTICLE XI
Alterations by Sublessee City. Sublessee City shall not make any alterations in or additions
to the building or premises without Sublessor Classic and Base Lessor Opus' prior written consent
to and approval thereof.
10
Statutorily-Mandated Alterations. All parties hereto acknowledge and agree that
Sublessee City,as a municipality,might now or in the future be required to make alterations to come
into compliance with dictates of i.e.Americans with Disabilities Act requirements. In such instance,
Sublessee City shall be required to notify Sublessor Classic and Lessor Opus in writing of such
alteration, its design, plans and specifications and of the hours during which work would be
performed on making such alterations. Sublessee City shall be required to obtain the prior written
consent and approval of Sublessor Classic and Lessor Opus for alterations,and same shall be made
according to the terms of the Base Lease.
Sublessor Classic's Rights Upon Termination of Sublease. All of Sublessee City's
improvements,fixtures and equipment of every description(unless such improvements,fixtures and
equipment are removable without damage to the premises), any alterations or additions to the
premises including those made with written consent, and any other article incorporated in or
permanently affixed to the floor, wall or ceiling of the premises, shall become the property of
Sublessor Classic and shall be and remain upon and be surrendered with the premises as a part
thereof at the termination of this sublease, Sublessee City hereby waiving all rights to any payment
or compensation therefor. In the event Sublessor Classic requests that Sublessee City remove any
of Sublessee City's removable fixtures, equipment or property located in or about the premises or
the building at the termination of this sublease, Sublessee City shall promptly remove same at its
sole risk, cost and expense, and upon Sublessee City's failure to remove same, Sublessor Classic
may remove same at Sublessee City's expense.
ARTICLE XII
Sublessee City's Compliance With Laws. Sublessee City will at its own cost and expense
comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or
promulgated by other agencies or bodies having jurisdiction thereof)relating to the use,condition
or occupancy of the premises;will install, remove or alter such of Sublessee's fixtures, equipment
and facilities in the premises as may be necessary so to comply; will not engage in any activity
which would cause Lessor Opus or Sublessor Classic's fire and extended coverage insurance to be
canceled or the rate therefor to be increased over the rate which would have been charged had such
activity not been engaged in by Sublessee City (or in such event, at Sublessee City's option,
Sublessee City will pay the amount of any such increase).
ARTICLE XIII
No Arbitration. In the event of any dispute regarding any terms orperformance of the terms
of this sublease, it is agreed by and between all parties that such dispute shall not be subject to
arbitration.
ARTICLE XIV
0
Non-Appropriation. This sublease is a commitment of Sublessee City's current revenues
only. It is understood and agreed by all parties that Sublessee City shall have the right to terminate
11
this sublease at the end of any City fiscal year if the governing body of City does not appropriate
funds sufficient to make payments as determined by City's budget for the fiscal year in question.
City may effect such termination by giving other parties hereto written notice of termination at the
end of its then current fiscal year.
ARTICLE XV
Severability Clause. If any term, covenant, condition or provision of this sublease,or the
application thereof to any person or circumstance,shall ever be held to be invalid or unenforceable,
then in each such event the remainder of this sublease or the application of such term, covenant,
condition or provision to any other person or any other circumstance (other than such as to which
it shall have been invalid or unenforceable) shall not be thereby affected, and each term, covenant,
condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by
law.
ARTICLE XVI
Notices. Any notice or communication to parties required or permitted to be given under this
sublease shall be effectively given only if in writing and shall be considered received three(3)days
after depositing such notice in the U.S.registered or certified mails,postage prepaid,return receipt
requested, or by commercial overnight courier service, addressed as follows:
(a) If addressed to Sublessee City:
City of Round Rock, Texas
221 East Main Street
Round Rock, TX 78664
Attention: City Manager
With a copy to:
City Attorney Stephan L. Sheets
309 East Main Street
Round Rock, TX 78664
(b) If addressed to Sublessor Classic:
Classic Special Management, Ltd.
2301 North Interstate Highway 35
Round Rock, TX 78664
12
With a copy to:
McNery &Voelker, P.C.
101 East Old Settlers Boulevard, Suite 200B
Round Rock, Texas 78664
Attention: Dan McNery
(c) If addressed to Lessor Opus:
Opus South Corporation
15455 North Dallas Parkway, Suite 450
Addison, Texas 75001
Attention: Senior Vice President
With a copy to:
Opus South Corporation
4200 West Cypress Street, Suite 444
Tampa, Florida 33607
Attention: Neil J. Rauenhorst
With a copy to:
Opus Corporation
10350 Bren Road West
Minnetonka, Minnesota 55343
Attention: Legal Department
With a copy to:
Andrews & Barth, P.C.
8235 Douglas Avenue, Suite 1120
Dallas, Texas 75225
Attention: Stanley K. Barth
provided, however, that any party shall have the right to change the address to which notices shall
thereafter be sent by giving notice to the other parties as aforesaid,but not more than two addresses
shall be in effect at any given time for Sublessor Classic and Sublessee City hereunder.
ARTICLE XVII
Attorneys' Fees. In the event of litigation between Sublessor Classic and Sublessee City
wherein one or both parties is seeking to enforce any right or remedy hereunder,the prevailing party
13
shall be entitled to recover its reasonable attorneys' fees incurred in connection with such litigation
from the other party.
ARTICLE XVIII
Broker Association. The parties hereto represent that they have dealt directly only with
RAY GILL and DON QUICK AND ASSOCIATES,as brokers,in connection with this sublease and
that insofar as Sublessee City and Sublessor Classic know, no other brokers negotiated or
participated in negotiation of this sublease or submitted or showed the subleased premises or are
entitled to any commission in connection therewith. Sublessor Classic accepts full responsibility
for the timely and ongoing discharge of the agreed-upon commissions to the referenced brokers,and
hereby indemnifies and holds harmless Sublessee City and Lessor Opus for all related claims thereto.
ARTICLE XIX
Applicable Law. This sublease shall be governed by and construed in accordance with the
laws of the state of Texas, and venue shall lie in Williamson County, Texas.
ARTICLE XX
Miscellaneous Provisions. The parties hereto agree as follows:
(a) Binding Effect. The covenants and agreements herein contained shall inure to and be
binding upon Sublessor Classic,its heirs,devisees,legal representatives,successors and assigns,and
Sublessee City, its successors and assigns; provided such reference to assigns is not intended to
imply or grant any right on the part of either party to assign this sublease.
(b) Incorporation of Exhibits. All exhibits, schedules and attachments referred to in this
sublease are hereby incorporated by reference for all purposes as fully as if set forth at length herein.
This sublease constitutes the entire agreement of the parties with respect to the subject mater hereof,
and all prior correspondence, memoranda, agreements or understandings (written or oral) with
respect hereto are merged into and superseded by this sublease.
This sublease is executed and delivered effective as of the date and year first above written.
SUBLESSOR
CLASSIC SPECIAL MANAGEMENT, LTD.
By: CLASSIC SPECIAL LLC
By:
CHARLES R. KING, Vice President
14
SUBLESSEE
CITY OF ROUND ROCK, TEXAS
By:
ROBERT A. STLUKA, JR., Mayor
ATTEST:
JOANNE LAND, City Secretary
15
e, a
,
OFFICE = ; OFFICE : OFFICE OFFICE
214 Z]s 216 219
1p"-03" t Ai
Certificate of Coverage
This is to certify that contracts of coverage listed below have been issued to the member and are in effect at this
time. Notwithstanding any requirements,terms or conditions of any contracts or other documents with respect to
which this certificate may be issued or may pertain, the coverage afforded by the contracts described herein is
subject to all the terms,exclusions and additions of such contracts, Coverage is continuous until canceled.
Contract#: 3127
Member: City of Round Rock Company Texas Municipal League
Mr.Hassan Farhat Affording Intergovernmental Risk Pool
221 E.Main Street Coverage: P.O.Box 149194
Round!tock,Texas 78664 Austin,Texas 78714-9194
(512)491-2300 or(800)537-6655
Fax(512)491-2404
-GA-NE-;RAL LIABILITY
Limits of Liability : $ 1,000,000 Each Occurrence
Sudden Events
Involving Pollution S 1,000,000 Each Occurrence
Annual Aggregate : $ 2,000,000 Effective Date : 10/01/00
Deductible Per Occurrence $ 2,500 Anniversary Date : 10/01/01
Limits of Liability $ Each Occurrence
Annual Aggregate $ Effective Date
Deductible Per Occurrence $ Anniversary Date
.I RRORS-:AND OMISS'1ONS;I,IAl3ILITY '
Limits of Liability $ Each Wrongful Act
Annual Aggregate : $ Effective Date
Deductible Each Wrongful Act : $ Anniversary Date
DESCRIPTION'
RE: Lease of premises at 101 East Old Settlers Boulevard, Suite 200.
Cancellation: Should any of the above described coverages be canceled before the anniversary date thereof, the issuing
company will endeavor to mail 30 days written notice to the certificate holder, but failure to mail such notice sliall
impose no obligation or liability of any kind upon the company.
Date Issued: 7/11/01 Authorized Representative:
Texas Municipal League Intergovernmental Rist:Pool
Certificate Holder:
Classic Special Management,LTD
2301 North Interstate Highway 35
Round Rock,Texas 78664
EXHIBIT
x�cn_
0626i98
JUU-11-2001 10:33 B" 95% P.02
Il�TDE lFICATIONFOR PREMk3ES>LEi4S�I� Q"IHfi: D MEMBER;
This endorsement forms a part of the Declarations to which attached, effective
on the inception date of the coverage unless otherwise stated herein, and clarifies
such coverage as is afforded by the provisions of the covers-e shown below:
® GENERAL LIABILITY
❑ AIRPORT OWNERS AND OPERATORS
GENERAL LIABILITY
Entity Name :City of Round Rock
Entity ID :3127
Effective Date :7/13/01
It is agreed that the Fund Member is provided coverage for the liability assumed under the lease
agreement between the person or organization designated below and the Fund ;Member for that
part of the premises designated below. Such coverage shall not apply to:
(1) Any occurrence which takes place after the Fund Member ceases to be a tenant
in such premises.
(2) Any structural alterations, new construction or demolition operations performed
by or on behalf of the person or organization designated below.
Name Classic Special Management,LTD
Address 2301 North Interstate Highway 35
City, State,Zip : Round Rock,Texas 75664
Designated Premises
101 East Old Settlers Boulevard, Suite 200
TEXAS MUNICIPAL LEAGUE INTERGOVERNMENTAL RISK POOL
E1,206
EXHIBIT 12/09/98
JUL-11-2001 10:33 95% P.03
a
Certificate of Coverage
This is to certify that contracts of coverage listed below have been issued to the member and are in effect at this
time. Notwithstanding any requirements,terms or conditions of any contracts or other documents with.respect to
which this certificate may be issued or may pertain, the coverage afforded by the contracts described herein is
subject to all the terns,exclusions and additions of such contracts. Coverage is continuous until canceled.
Contract#: 3127 d
Member: City of Round Rock Company Texas Municipal League U
Mr.Hassan Farhar Affording Intergovernmental Risk Po01
221 East Main Street Coverage: P.O.Box 149194 x
Round Rock,Texas 78664 Austin,Texas 78714-9194
(512)491-2300 or(800)537-6655
Fax(512)491-2404 '=
a
M�U� .�Vt •>i✓0'f l =..�LW1 f ,` .I(aC'aiY^MM� J •� � �'JOY� C„ !�•Slt.. 4, f ''y C•F
Limits of Liabili : $ 1,000,000 Each Occurrence r '�
ty �
x
Sudden Events
Involving Pollution : $ 1,000,000 Each Occurrence
Annual Aggregate : $ 2,000,000 Effective Date : 10/l/00 '
Deductible Per Occurrence : $ 2,500 Anniv Date : 10/1/01
&k
Limits of Liability $ Each Occurrence `
Annual Aggregate $ Effective Date G>:
Deductible Per Occurrence $ Annivers Date '
F !.. IQ ' r.. �.r. „9if 1! mak`;`. r �• .� ['
Limits of Liability $ Each Wrongful Act4Y A
Annual Aggregate $ Effective Date
Deductible Each Wrongful Act : S Anniversary Date '
fall
Re:Lease of premises at 101 East Old Settlers Boulevard,Suite 200.
Cancellation: Should any of the above described coverages be canceled before the anniversary date thereof,the issuing =
company will endeavor to mail 30 days written notice to the certificate holder, but failure to mail such notice shall
impose no obligation or liability of any kind upon the company.
Date Issued: 7/12/01 Authorized Representative:
Texas Municipal League Intergovernmental Risk Pool
Certificate Holder-.
Opus South Corporation4��
15455 North Dallas Parkway,Suite 450 xr•_t. ' Z
Addison,Texas 75001
t r
EXHIBIT
X102
06!36198
JUL-12-2001 12:28 'r$r' 95% P.03 -
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This endorsement forms a part of the Declarations to which attached, efl'ecteve
on the inception date of the coverage unless otlieivvise stated herein;"and clarifies >x'
such coverage as is afforded by the provisions of the coverage shown below
'
Sr,
;r g ❑ AMPORT OWNS) SAND OPERATORS
G-ElI IRA7 LIABII.IT3t '4
���-� E � -_� � { � �:�+•'� YC3.,:..t "t �. � ilk
Entity Name :City of Round Bockx �5 f ,
Entity ID :3127 -
Effective Date :7/13/01
Itis agreed that the Fhhnd Member ispr coverage:for the liability assumed under the lease
s.; x agreement beta+een:the person or organizattan de: ted below and the Fund ember,for that
' ses;designated below Such Co
stpna: }� n
part of the pecan gn crage not apP1Y g
to
z �
(1 � occnrience which taioes law 7�an 1ltember
f +ter s VIII SlICh pIP�ISC$ s« nlrn, xi rt
- r t 'r -G.F.s..l2
- . x ��.._:# An�3truCttlral alteratl0 ' �} P,
( ) y ns,new construction or demolition operations"performed
by or on behalf of the person or organtzaron designated below,
"
K
q Name Opus South Corporation =4 .
Address .15455 North Dallas Parkway,'Surte 4So
r, tY,-State,Zip Addison,Teuas 75001
Designated Premises -
Y,
101 East Old Settlers Boulevard,Suite 200
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� *�TI:3CAS MUNICIPAL LEAGUE TNTERGO`� �NAAL RISKPbOL , , �
f i t - a -R
EXHIBIT 1=9 s .
JU-12-2001 12:28 "B"
957. P.04
Certificate of Coverage
This is to certify that contracts of coverage listed below have been issued to the me iber`and are in effectat this
time. Notwithstanding any requirements,terms or conditions of any contracts or other documents with-respect to
which this certificate may be issued or may pertain, the coverage afforded by the contracts described herein is
subject to all the terms,exclusions and additions of such contracts.Coverage is continuous until canceled.
Contract#: 3127
Member: City of Round Roel Company Texas Municipal l.esgue :f a
Mr.Hassan Farhat Affording Iatergovernnaental Risk P061 x'
221 East Main Street Coverage: P.O B01`149194
Round Rock,Texas 78664 Austin,Texas .7$714-9194 -' F
(512)491-2300.or(800)5374655-
Fax(512)491-2404
�N v
Limits of Llablhty
..1,000,000 Each Occturence r !
Sadden BveatsAl
r r r4.x 'Fm. w t6i a ''""r "sxs'�--im, �. i•.•
Involving Pollution $ -1,000,000 Each Occurrence
Annual Aggrega • S 2,000,000 Effective Date , 10/1100
Ti
Deductible Per Oceuzrence S 2,500 Anniver Date 10/1/01 s
Limits of Liability $ Each Occurrence
7
Annual Aggregate S Effective Date
Deductible Per Oecusence S Anni Date 1;
Limits of Liability S Each Wrongful Act
Annual Aggregate $ Effective Date
• i.
Deductible�Each WrongfulAct $ Atmiversary Date
WA-WA
2!
v-
-.•'�a`.'T : '!i ):.,y�{•.Y :i: :. •..a�.dIS1C-•` '�yqt.` •. {!Ff�115 7,� ' r• •'L• -
Re:Lease of premises at 101 East Old Settlers Boulevard,Suite 200.
Cancellation: Should any of the above described coverages be canceled before the anniversary date thercoZ the issuing
company will endeavor to mail 30 days written notice to the certificate holder but'failure to mail such notice."I
impose no obligation or liability of any land upon the company. s
:.
Date Issued: 7112/01 Authorized Representative:
�X
Texas Municipal League Intergovernmental Risk pool
Certificate Holder
Opus South Management Corporation
4200 West Cypress Strut,Suite 444a
j 1
T Flonda 33607 �>-
arnpa;-
EXHIBIT X102
;d 002093
"B"JL1L-12-2001 12:27 95X P.02
z _
This endorsement forms a part of the Declarations to which attached, effective
on the inception date of tho coverage unless otherwise stated herein,and clarifies -
such coverage as is afforded by the provisions of the coverage shown b616w•
® GFtvxn AT 1,SA$ IW x �
D AMPORT O _W1VT.ItB AND`OPER 7COR5 �
GSENERAL LL�cB1LIT Y %- r47 f
'�r
Entity Name :City of Round
Entity ID :3127
Effective Date :7/13/01
h is agreed that the Fund Member is provided coverage for the lability assumed under the lease 'F
areemcnt between the person or organ12at1on designated below and the Fond Member farthat fay w �
S - part of the p ean1-ses designated below Such coverage shall not 1 to •`
u
y4 c` it g 4 e& _ i4.xh Fa a3 '7� r
�'� _ {1) Any occurrence�irhlch fakes place niter the Fhnd e e e a ��
' In such preMINS
(2) Any structural alterations,nevi"'o� nstructton or;dcmolitlon operations performed
by or on behalf of the person or organization designated below
xs
F -
Opus South
Name
ManagetnentCoiporation k
Address -° : . 4200 West Cypress Street,Suite 444 _ �
rs
CI State zi
tY. p Tampa,Florida 33607 .*
Designated premises ,
101 East Old Settlers Boulevard,Suite 200
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TEXAS MUNICIPAL LEAGUE INMRLGUVEIEtNMENTAL'R! ISK POOL
FL-106
EXHIBIT 12109/9e
JUL-12-2001 12.25 95i
;_ P.05
- - - I - - -- - - --=', orin
- g,..--OFFICE
215 0 `sOFFICE OFFICE223 224HW.1 HW.t
T CORRIDOR
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A/1 < I 218 4'-3"
W.1 8-3" 8'-3"
ch
OFFICE - W
a 212 o f 1.0 CE OFFICE C CC
-A il ^':Hier 217 Z20 L L OPEN
OFFICE H1t r I d O OFFICE
213 CORRIDOR O 228 30'-0"
210
HW.
OFFICE
OL
TOR
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VMWi
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OFFICE I —L=� r ' - 227
209
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HnRECEPTION
w 1 200
CO
CONFERE
207
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_
7
CONSENT TO SUBLEASE
THIS CONSENT TO SUBLEASE (the "Agreement") is dated to be effective as of the
day of July, 2001 (the "Effective Date") by and between Opus South Corporation, a Florida
corporation,d/b/a Crystal Park Partners("Landlord"), Classic Special Management, Ltd.,a Texas
limited partnership ("Tenant") and The City of Round Rock, Texas, a municipal corporation
("Sublessee").
WHEREAS, Classic Automotive, Inc., a Texas corporation ("Classic"), Tenant's
predecessor-in-interest, entered into a lease agreement dated November 13, 1997 (the "Lease"),
with Crystal Park Partners, a Texas general partnership ("CPP"), predecessor-in-interest to
Landlord, for the lease of certain premises(the"Premises")located in the office building known as
Crystal Park Plaza, located at 101 Old Settlers Boulevard in Round Rock, Williamson County,
Texas; and
WHEREAS, Tenant has succeeded to all right, title and interest in the Lease held by
Classic; and Landlord has succeeded to all right, title and interest in the Lease held by CPP; and
WHEREAS, Tenant has requested Landlord's consent respecting a proposed sublease of
the Premises (the "Sublease") to Sublessee, a`copy of which Sublease is attached hereto as
Exhibit "A"; and
WHEREAS, Landlord and Tenant desire to set forth herein their agreement respecting the
Landlord's consent to the Sublease as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby covenant and agree as follows:
1. Landlord has reviewed the Sublease and hereby grants its consent to the Sublease
and to the occupancy of the Premises by Sublessee for the use stated in the Sublease, subject to
the terms and conditions of the Lease and this Agreement, and conditioned upon the assumption
by Sublessee of all obligations of Tenant under the Lease. Except as herein expressly provided,
such consent shall not be deemed to constitute a modification of or amendment to any provision of
the Lease or a release of Tenant from any of Tenant's obligations thereunder. Any amendment to
the Sublease by and between Tenant and Sublessee which has not been approved in writing by
Landlord shall be deemed to be invalid and not in full force and effect. Tenant shall remain fully
liable to Landlord for all obligations existing or arising under the Lease. Sublessee has executed
this Agreement to acknowledge its consent to the foregoing and the provisions hereof.
2. Notwithstanding anything contained in the Lease or Sublease to the contrary,
Landlord, Tenant and Sublessee agree as follows:
(a) Sublessee shall not have the right to further sublet, transfer or assign the
Sublease or its rights thereunder without Landlord's prior written consent,
which may be withheld in Landlord's sole discretion.
(b) Landlord agrees to provide notice to Sublessee, at the address contained in
the Sublease, of the occurrence of any Event of Default under the Lease,
and Landlord and Tenant agree that Sublessee may elect to cure any such
default on Tenant's behalf; provided that nothing herein shall(i)expand any
notice or cure periods under the Lease, (ii) limit Landlord's rights or
remedies under the Lease, or (iii) amend the Lease except as expressly
CONSENT TO SUBLEASE—Page 1
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provided in this subsection (b).
3. This Agreement may be executed in counterparts which, when attached to each
other shall constitute the complete agreement of the parties.
4. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
LANDLORD:
OPUS SOUTH CORPORATION, a Florida
corporation, d/b/a CRYSTAL PARK
PARTNERS
By:
Name:
Title:
TENANT:
CLASSIC SPECIAL MANAGEMENT, LTD.
By: Classic Special LLC
By:
CHARLES R. KING, Vice President
SUBLESSEE:
CITY OF ROUND ROCK, TEXAS
By:
ROBERT A. STLUKA, JR., Mayor
ATTEST:
JOANNE LAND, City Secretary
CONSENT TO SUBLEASE—Page 2
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