HomeMy WebLinkAbout2005-300FILE REFERENCE FORM 1 2005-300
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FILE(S) Date Initials
First Amended Master Lease Amendment — Ordinance No. 2006-357
12/19/06
) R
First Extension to Master Lease Agreement — Ordinance No. 2008-274
11/04/08
R
Second Amendment to Master Lease Agreement —Ordinance No. 2009-186
08/18/09
R
Third Amendment to Master Lease Agreement —Ordinance No. 2010-291
11/02/10
R
Fourth Amendment to Master Lease Agreement —Ordinance No. 20 10-3 11
12/07/10
R
ORDINANCE NO. 2005- 60Q
AN ORDINANCE OF THE DENTON CITY COUNCIL APPROVING AND
AUTHORIZING THE MAYOR TO EXECUTE A MASTER LEASE AGREEMENT
PROVIDING FOR THE LEASE OF CERTAIN TRACTS OF REALTY AT THE CITY OF
DENTON LANDFILL, BY AND BETWEEN THE CITY OF DENTON, TEXAS, AS
LESSOR AND THE DENTON COUNTY TRANSPORTATION AUTHORITY, AS LESSEE;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Denton City Council having previously considered and approved on
this date an Asset Purchase Agreement, Bill of Sale, and other related documents which
manifest the transfer of all assets currently known as the "LINK Public Transportation Service"
from the City of Denton, Texas to the Denton County Transportation Authority, a political
subdivision and a county transportation authority created pursuant to Chapter 460, Texas
Transportation Code; and
WHEREAS, the City of Denton, Texas and the Denton County Transportation
Authority ("DCTA") also desire to enter into a separate Master Lease Agreement (the "Lease")
regarding certain real property owned by the City of Denton, in Denton County, Texas, being
three tracts of land totaling approximately 1.148 acres, in the City of Denton Landfill; together
with access rights and certain leased facilities, so that DCTA may operate from a location
within the City of Denton, Texas; and
WHEREAS, the City Council deems it to be advantageous and in the public interest to
enter into that certain Master Lease Agreement with DCTA, as lessee, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1 That the City Council hereby approves and authorizes the Mayor, or in
her absence, the Mayor Pro Tem, to execute the Master Lease Agreement by and between the
City of Denton, Texas, as Lessor and DCTA, as Lessee, in substantially the form of the Master
Lease Agreement attached hereto as "Exhibit "A" and incorporated herewith by reference.
SECTION 2. That the expenditure of funds, if any, as provided in the Master Lease
Agreement is hereby authorized.
SECTION 3. That a true and correct certified copy of this executed ordinance will be
sent to the appropriate officials at the Federal Transit Administration by Mark Nelson, Director
of Airport & Transit Operations of the City, immediately upon its passage and approval.
SECTION 4. That this ordinance shall become effective immediately upon its passage
and approval. n�, '' // C ���
PASSED AND APPROVED this the 15-1 .day of p���/i1 12005.
1
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
/w
By:
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S:\Our Documents\Ordinances\05\Master Lease Agreement -Realty -COD and DCTA 2005.doc
THE STATE OF TEXAS § AN AGREEMENT BY AND BETWEEN
THE CITY OF DENTON, TX. AND
THE DENTON COUNTY
COUNTY OF DENTON § TRANSPORTATION AUTHORITY
MASTER LEASE AGREEMENT
This Master Lease Agreement ("Lease") is entered into by and between the City
of Denton, Texas, a Texas municipal corporation and home rule city ("Lessor") and the
Denton County Transportation Authority, a political subdivision and a coordinated
county transportation authority created pursuant to Chapter 460, Tex. Transportation
Code ("Lessee") on this 301h day of September, 2005, in accordance with the terms
and conditions of that certain Asset Purchase Agreement of even date herewith
("Purchase Agreement") by and between Lessor and Lessee as Seller and Buyer,
respectively, which contemplated that the Lessor and Lessee would enter into this
Master Lease Agreement.
Subject to the terms and conditions of this Lease, and in consideration of mutual
covenants, obligations, and agreements contained in this Lease, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Lessor and Lessee each agree as follows (all capitalized terms herein shall be defined
herein as stated in the Purchase Agreement unless otherwise defined herein):
Article 1
LEASE PREMISES
1.1 Lease Premises. Lessor does hereby lease, demise, and let to Lessee
and Lessee does hereby lease and take from Lessor certain premises situated within
the City of Denton, State of Texas, being more particularly described as follows:
(a) that .428 acres which is legally described on Exhibit "A," attached
hereto and incorporated herein by reference for all purposes, and
the improvements thereon ("Tract I") including, without limitation,
an approximately 3000 square foot building (commonly known
herein as the "Service Bay Building") which contains three (3)
vehicle maintenance and repair bays, and permanently attached to
the exterior of the Service Bay Building is a vehicle washrack;
(b) that .519 acres which is legally described on Exhibit "B," attached
hereto and incorporated herein by reference for all purposes, and
the improvements thereon ("Tract II") (commonly known herein as
the "Bus Parking Area") on which Lessee's Vehicles (as defined
in the Agreement) are to be parked or stored;
(c) that .201 acres which is legally described on Exhibit "C," attached
hereto and incorporated herein by reference for all purposes, and
MASTER LEASE AGREEMENT - PAGE 1
784815.14/S P3/13144/01001092005
the improvements thereon ("Tract III") and on which is located (i) a
triple -wide modular building (Serial Numbers TXLAOK998437,
TXLAOK008290 and TXLAOK008281) ("Bus Admin Office"),
which Lessor now leases from General Electric Capital Modular
Space, a division of Transport International Pool, Inc. ("GECMS")
and shall continue to do same during the Term (as defined below)
of this Lease and which Lessor shall sublet to Lessee as is
provided hereinbelow, and (ii) a 10,000 gallon fuel tank owned by
Lessor and located adjacent to Service Bay Building, of which
Lessee shall have exclusive use to store fuel for Lessee's Vehicles
during the Term (with each of the foregoing tracts and the
improvements thereon being collectively called herein the
"Premises").
Together with all rights, privileges, easements, appurtenances, and amenities belonging
to, or in any way pertaining to, the said Premises, including full rights of ingress and
egress to said Premises.
1.2 Condition. Lessee hereby accepts the Premises and the other
improvements and fixtures thereon "AS IS, WHERE IS," and agrees that the Seller is
not making any warranties regarding the condition or suitability for intended use of the
Premises or the other improvements and fixtures thereon.
Article 2
TERM
2.1 Initial Term. The initial term of this Lease shall be for thirty-six (36)
months, beginning on October 1, 2005 ("Commencement Date") and ending on
September 30, 2008 ("Expiration Date") ("Initial Term").
2.2 Extensions. The Initial Term may be extended for up to two (2)
successive one (1) year periods (with each of such extension periods being called
herein an "Extension Period") upon Lessee providing written notice to Lessor in
accordance with Article 13 below not less than sixty (60) days prior to (i) the Expiration
Date, if applicable, or (ii) the last day of the applicable Extension Term.
During any Extension Period hereunder, the terms and conditions of this Lease
shall remain unchanged and continue to be effective and in full force, subject to the
change in monthly rental provided below or any written agreement otherwise entered
into between Lessor and Lessee (with the Initial Term and the applicable Extension
Periods being collectively known as the "Term").
Article 3
RENT
3.1 Rental in Initial Term. On or before the first day of each month during the
Initial Term (beginning on the Commencement Date), Lessee shall pay to Lessor the
sum of Nine Thousand Four Hundred Eighteen Dollars ($9,418) per month.
MASTER LEASE AGREEMENT -PAGE 2
784815.141SP3H 31"01001092005
3.2 Rental in Extension Terms. If Lessee exercises its right to extend the
Initial Term of this Lease in accordance with Section 2.2 above, on or before the first
day of each month (beginning on or before the first day of the applicable Extension
Period (which shall be October 1, 2009 or October 1, 2010, respectively)), Lessee shall
pay to Lessor the sum of Five Thousand Three Hundred Dollars ($5,300) per month.
3.3 Place of Payment. Lessee shall pay all amounts due under this Lease to:
City of Denton
c/o Director of Solid Waste
Solid Waste Fund
1527 South Mayhill Road
Denton, Texas 76208
or at such other address of which Lessor shall provide notice to Lessor in accordance
with Article 13 below.
3.4 Holding Over. The Term of this Lease (including the Initial Term and each
Extension Term if exercised as provided herein) shall expire no later than
September 30, 2010. However, if the Lessee does not vacate the Premises upon the
expiration of the Term, the Lessee's occupancy of the Premises shall be a month -to -
month tenancy, subject to all of the terms of the Lease applicable to a month -to -month
tenancy, except that the monthly rental during such tenancy shall be Nine Thousand
Five Hundred Dollars ($9,500) per month and shall be due and payable beginning on
October 1, 2010 and shall be due and payable thereafter on the first day of each month
until such tenancy terminates; however, if such tenancy ends on a day other than the
last calendar day of the month, the rental for any fractional calendar month of the
tenancy shall be prorated by days.
3.5 Early Termination. Should the Lease be terminated prior to the Expiration
Date of the Initial Term for any reason whatsoever, Lessee covenants to pay to Lessor
within sixty (60) days of such date of termination the sum of One Hundred Forty -Eight
Thousand Two Hundred Forty -Eight Dollars ($148,248.00) minus the sum obtained by
multiplying Four Thousand One Hundred Eighteen Dollars ($4,118.00) times the
number of whole months which have expired since the Commencement Date. Such
payment shall be made in lieu of any other remedy under this Lease or in equity.
3.6 Late Fee. If at any time Lessee's rental payment due hereunder is past
due for thirty (30) or more days, Lessee shall pay Lessor a Late Fee of One Hundred
Fifty Dollars ($150.00).
Article 4
LESSOR'S TITLE
4.1 Lessor's Title. Lessor covenants and warrants that it has good and
marketable title to the Premises, plus all other real estate shown on Exhibit D, including,
without limitation, all means and ways of ingress and egress for the same. Lessor holds
the Premises and all other real estate shown on Exhibit D in fee -simple absolute, free
MASTER LEASE AGREEMENT - PAGE 3
78481 5.141SP31131441010010 92005
and clear from any lien, claim or encumbrance that would affect the use and enjoyment
of the Premises by the Lessee.
4.2 Lessor's Authority. Lessor has full right, power and authority to enter into
this Lease and to grant to Lessee the leasehold estate contemplated herein and all
rights purported to be herein granted.
Article 5
USE AND ENJOYMENT
5.1 Permitted Use. Lessee shall use the Premises as follows:
(a) Tract I, including the (i) Service Bay Building and the three (3)
vehicle maintenance repair bays contained therein, shall be utilized
by Lessee to repair and maintain the Vehicles and any vehicle that
Lessee may own, rent, lease or use in the future and Lessor and
Lessee shall share the operations and use of the vehicle washrack
permanently attached to the exterior of the Service Bay Building;
and (ii) a 10,000 gallon fuel tank which is owned free and clear of
any encumbrance, lien or restriction by Lessor and during the
entirety of the Term of this Lease shall be exclusively used by
Lessee to store fuel for Lessee's Vehicles (with the uses of Tracts I
II and III of the Premises being collectively known herein as the
"Use");
(b) Tract II, including the paved Bus Parking Area thereon shall be
utilized for the parking and storage of the Buses and any other
vehicle that Lessee may own, rent, lease or use in the future; and
(c) Tract III is the location of (i) the Bus Admin Office which is a triple -
wide modular building that shall be used by Lessee as the
administrative office for the operation of the intra-city bus line in the
City of Denton, Texas (commonly known as "LINK"); AND AS A
CONDITION TO LESSEE AGREEING TO ENTER INTO THE
PURCHASE AGREEMENT AND THIS LEASE, LESSOR
AGREES TO SEEK WRITTEN APPROVAL OF GECMS TO
ENTER INTO A SUBLET AGREEMENT SIMULTANEOUSLY
WITH LESSOR AND LESSEE EXECUTING AND DELIVERING
THIS LEASE, WHEREBY LESSEE SHALL SUBLET FROM
LESSOR THAT BUS ADMIN OFFICE DURING THE TERM OF
THIS LEASE ON THE SAME TERMS AND CONDITIONS AS
LESSOR SHALL CONTINUE TO LEASE THAT BUS ADMIN
OFFICE FROM GECMS, THE OWNER OF THE BUS ADMIN
OFFICE, DURING THE ENTIRETY OF THE TERM AND SUCH
SUBLET AGREEMENT SHALL BE COTERMINUS WITH THIS
LEASE; LESSOR SHALL SIGN AND DELIVER TO LESSEE A
MASTER LEASE AGREEMENT - PAGE 4
784815.14/SP3/13144/0100/092005
SUBLET AGREEMENT AT CLOSING, CONSISTENT WITH THE
TERMS HEREIN; AND
Lessor further covenants and warrants that there are no restrictive covenants,
zoning ordinances or other laws, regulations or ordinances (federal, state or local) which
will at any time prevent Lessee, or its officers, employees, customers, invitees,
contractors, guests or agents, from conducting the Use or otherwise conducting the full
and complete operation and functioning of the intra-city bus system commonly known
as "LINK" in the City of Denton, Texas, including, without limitation, conducting the
parking, operation, maintenance, repair and administration of Lessee's Vehicles within
the Premises in a manner reasonably determined by the Lessee. If at any time during
the term of this Lease, the Use of the Premises for such described purposes, including
the Use of the Bus Parking Area for vehicular driving or parking, should ever be
prohibited or prevented by any restriction, ordinance, law, regulation, decision, or
otherwise, Lessee shall have the right at any time thereafter to terminate this Lease by
giving thirty (30) days written notice to the Lessor in accordance with Article 13 below,
whereupon Lessee shall be immediately released from any further obligations of any
kind which would otherwise accrue hereunder upon Lessee except as is provided in
Section 3.5 hereof.
In connection with the Use of and the related activities in, upon, and about the
Premises, Lessee shall materially comply with all federal, state or local laws, statutes,
ordinances, permits, regulations, applicable to the Use.
5.2 Peaceful EnioVment. Lessor covenants that Lessee shall and may
peacefully have, hold, and enjoy the Premises for the Initial Term and any applicable
Extension Period(s), including specifically, having an unrestricted ingress and egress
from Mayhill Road in the City of Denton, Texas, into and out of the Premises for the Use
herein specified.
5.3 RemedV. Lessor agrees that any use of the Premises by a third -party
inconsistent with the terms and conditions of this Lease, shall be prohibited by Lessor
upon notice being provided by Lessee to Lessor in accordance with Article 13 below. In
particular, an obstruction, improvement, fixture, vehicle, structure, or any other
impediment in or on the Premises, or in the ingress or egress access corridors, or
adjacent areas shown on Exhibit D, that impairs, disrupts or limits in any manner the
Use of the Premises, shall immediately be removed or cured by action of the Lessor
upon receipt of written notice from the Lessee in accordance with Article 13 below.
Lessor shall maintain whatever signage or notice is necessary to prevent said limitation
or impairment of the Use of the Premises by the Lessee and to enforce and effect the
removal of said limitation or impairment.
Article 6
MAINTENANCE
6.1 Lessor's Repairs. Lessor shall, at its expense, maintain at all times the
paved surface condition of the Bus Parking Area of the Premises, including the access
MASTER LEASE AGREEMENT - PAGE 5
784815.14/SP3/13144/0100/092005
lanes for ingress and egress in and to the Premises and the other. real estate shown on
Exhibit D, in good operable repair and condition. Upon receipt of written notice by
Lessee to Lessor provided in accordance with Article 13 below of any defect or need for
repairs of items to be maintained hereunder by Lessor (including, without limitation,
repairing the surface of the Bus Parking Area) Lessor shall commence repair of same
within thirty (30) business days after receipt of such notice and diligently pursue such
repairs to timely completion.
However, if a condition for which Lessor is responsible, prevents Lessee from the
defined Use of the Premises, Lessee shall be released from any obligation under the
Lease, including the obligation to pay any rental from the day such condition
commenced until Use of the Premises is restored in the reasonable opinion of the
Lessee. Further, if such condition persists for more than thirty (30) days, then Lessee
may terminate this Lease in all respects by five (5) days written notice provided in
accordance with Article 13 below to Lessor and thereafter Lessee shall have no further
obligation of any kind or nature under this Lease, except as provided in Section 3.5
hereof.
6.2 Other Repairs of the Premises. Except as provided in Section 6.1 above
or otherwise herein, Lessee shall make, at Lessee's sole cost and expense, all
necessary repairs to the Premises as required to maintain the property in good working
order. At reasonable intervals during the hours of 8:00 A.M. to 5:00 P.M. of each
Business Day, Lessor shall have the right to conduct periodic maintenance inspections
for the purpose of confirming that Lessee's obligations under this provision are
performed.
6.3 Alterations and Improvements. Lessee, at Lessee's sole cost and
expense, may remodel, redecorate, and make additions, improvements and
replacements of, and to all or any part of the Premises except the Bus Admin Office
from time to time during the Term, as Lessee may deem desirable (including the right to
place and install personal property, trade fixtures, equipment and other temporary
installations in and upon the Premises including the Bus Admin Office), provided that
such is made or done in a workmanlike manner and that good quality materials are
used . All personal property, equipment, machinery, trade fixtures and temporary
installations placed or installed upon the Premises by Lessee during the Term shall
remain Lessee's property, free and clear of any claim by Lessor, and Lessee shall have
the right to remove the same at any time during the Term of this Lease; provided
however, that all damage to the Premises caused by any such removal shall be fully
repaired by Lessee, at Lessee's expense and shall be done to Lessor's reasonable
satisfaction.
Article 7
TAXES, INSURANCE, UTILITIES AND SIGNS
7.1 Property Taxes. Lessor covenants and warrants that the Premises is
exempt from general real estate taxes of any and all taxing authorities (federal, state or
MASTER LEASE AGREEMENT - PAGE 6
78481 5.14/SP3/1314410100/09200 5
local). Lessee shall be liable for, and solely responsible for, paying all personal property
taxes with respect to Lessee's personal property located on or stored at the Premises.
7.2 Insurance.
A. Lessor shall maintain "all perils" insurance coverage (including fire
and extended coverage insurance) for the Premises in such amounts as Lessor
shall deem reasonable in relation to the age, location, type of construction and
physical condition of the Premises. However, Lessee shall be responsible, at its
expense, for fire and extended coverage insurance on all of its personal property,
including removable trade fixtures, located in or at the Premises. Lessee
understands and agrees that Lessor shall in no way be liable respecting Lessee's
personal property located on the Premises unless the damage occurred from an
act or negligence of Lessor or any of Lessor's officials, officers, employees,
guests, agents or invitees.
B. Lessee and Lessor shall each, at its own expense, maintain a
policy or policies of comprehensive general liability insurance with respect to the
respective activities of each on the Premises or on the other real estate reflected
on Exhibit D, with the premiums thereon fully paid on or before their due date,
issued by and binding upon an insurance company licensed in the State of Texas
and rated "A-" or higher by A.M. Best Carriers. Each such policy shall be issued
for insurance coverage for an amount of not less than One Million Dollars
($1,000,000) combined single -limit coverage of bodily injury, property damage or
a combination thereof. Lessor or Lessee (as applicable) shall be listed as an
additional insured on the other party's policy or policies of comprehensive
general liability insurance and Lessor and Lessee (as applicable) shall provide
the other party with current certificates of insurance evidencing its compliance
with this Section. Lessee shall obtain the agreement of Lessee's insurers to
notify Lessor that the insurance policy required hereunder is due to expire at
least thirty (30) days prior to such expiration. Lessor shall assume no liability for
and shall not be required to maintain insurance against thefts within or upon the
Premises. The risk of loss for theft within or upon the Premises shall be borne
solely by Lessee.
7.3 Utilities. Lessor covenants and warrants that all solid waste, sewer water,
gas, potable water, electricity and all other necessary utilities are in all respects
available for, and are now fully and completely connected to, the Premises. However,
all applications and connections for necessary utility services on or to the Premises
shall be made in the name of Lessee only; and Lessee shall be solely liable for, and
shall maintain in current status, any and all utility charges as they become due,
including those charges for solid waste, sewer, water, gas, potable water, electricity and
charges for any other utilities.
Lessor acknowledges that telephone, data and internet services are necessary
utilities for Lessee, and therefore Lessor shall affirmatively act and cooperate, in all
aspects, to assure their timely connection to the Premises.
MASTER LEASE AGREEMENT - PAGE 7
784815.141S P3/1314410100/092005
Lessor shall separately invoice Lessee on an annual basis for the use by Lessee
of the ADT fire alarm system monitoring service located in and on the Service Bay
Building and Lessee shall pay such invoice to Lessor no later than twenty-one (21) days
after the date of Lessor's invoice.
7.4 Signs. Lessee shall have the right to place on the Premises, at locations
selected by Lessee, any signs which are permitted by applicable zoning ordinances and
private restrictions which are subject to the prior written reasonable approval of Lessor,
which approval will not be unreasonably withheld. Lessor may refuse to consent to any
proposed signage that is, in Lessor's opinion, too large, or deceptive, or unattractive or
otherwise inconsistent with, or inappropriate to the Premises, but Lessor's consent to
Lessee's desired signage will not be unreasonably withheld.
Lessor shall assist and cooperate with Lessee in obtaining any necessary
permission from all governmental authorities or adjoining owners and occupants of the
Premises or the other real estate shown on Exhibit D, for Lessee to place or construct
the foregoing signs. Lessee shall repair all damage to the Premises resulting from the
removal of all signs installed by Lessee.
Article 8
PREMISES RETURN
8.1 Premises Return. Lessee agrees to return the Premises at the conclusion
of the Term or upon earlier termination, in a condition reasonably similar to that in which
Lessee received said Premises, save and except for ordinary wear and tear.
Article 9
ASSIGNMENT
9.1 Assignment. Lessor and Lessee each agree it will not to assign its
respective interest under this Lease; and Lessee agrees that it shall not sublet the
Premises (or any portion thereof), without the prior consent of the Lessor.
Article 10
RIGHT OF ACCESS
10.1 Grant of Right of Access. Lessor hereby grants to Lessee and its
successors and assigns (together with their respective officers, employees, customers,
visitors, guests, and invitees) a temporary non-exclusive right of access and use
("Right of Access") over and across all parts of the Premises and all other real
property shown on Exhibit D including, without limitation, a right of access to the
Premises from Foster Road (the "Access Area").
The Right of Access shall provide free, continuous and uninterrupted ingress,
egress and regress by all pedestrians or vehicles to and from the Premises.
The Lessor agrees not to interfere with or to construct, obstruct, place or permit
to be placed any fences, barriers or other obstacles or impediments which will obstruct,
MASTER LEASE AGREEMENT - PAGE 8
784815.14/S P311 314410 100/09200 5
hinder or limit in any respect passage of any pedestrian or vehicle to the Premises
through the Access Area, including, without limitation, Foster Road.
The Lessor agrees to keep the existing roadways and paths, including, without
limitation, Foster Road (as shown on Exhibit D) in good working order, at its sole cost
and expense.
Lessor agrees to provide all necessary permanent or temporary easements, and
rights of way, on, to, or through the Premises and the Lessor's property as depicted on
Exhibit "D" to permit and allow the connection to the Premises of telephone, data and
internet, or other utility services which are necessary for the use and enjoyment of the
Premises.
Upon the default of the Lessor to perform its obligations under this Right of
Access, Lessee shall have the right to exercise any rights or remedies provided at law
or in equity, including a claim for all court costs and recovery of reasonable attorneys'
fees.
10.2 Covenants Running With the Land. The Access Area is an appurtenant.
The obligations, benefits and burdens contained in this Agreement are those of the
Lessees under this Lease, and shall run with the land, and shall be binding upon and
inure to the benefit of said owners, tenants and mortgagees and their respective heirs,
personal representatives, successors and assigns. If the Lessor or any future owner of
the Premises or the other real property reflected on Exhibit D shall hereafter convey title
to the Premises or the other real property reflected on Exhibit D, such party's liability
under this Lease for obligations performable after the date of such conveyance shall
cease and such obligations shall be those of the record owner of the Premises or the
other real property reflected on Exhibit D as of such time period.
Lease.
10.3 Term. The term of the Right of Access shall coincide with the Term of the
Article 11
DEFAULT AND REMEDY
11.1 Lessor. If Lessor fails to comply with any covenant or obligation of Lessor
under this Lease, then Lessee shall give Lessor written notice provided in accordance
with Article 13 below, specifying the nature of the default and Lessor shall then have 30
days in which to cure such default. (However, Lessor and Lessee agree that a default
under the Purchase Agreement shall not be a default under this Lease.) If after the 30-
day period of cure, the Lessor has not cured the default, then Lessee shall have the
option to declare this Lease terminated in all respects and except for the obligation
arising under Section 3.5, Lessee shall not have any other obligation of any kind or
nature arising hereunder, but, without prejudice to the right of Lessee to recover from
Lessor such damages as Lessee sustains as a result of said default including without
limitation its reasonable attorney's fees and out of pocket costs.
MASTER LEASE AGREEMENT- PAGE 9
784815.14/SP3/13144/0100109200 5
11.2 Lessee. Should Lessee not comply with the payment of rent described
herein, or any other provision of this Lease of which default Lessee shall then have
thirty (30) days in which to cure such default after receipt of written notice provided in
accordance with Article 13 below, specifying the nature of the defect, it shall be deemed
a default under this Lease. (However, Lessor and Lessee agree that a default under
the Purchase Agreement shall not be a default under this Lease.) Lessor shall have, in
addition to the remedies provided within this Lease Agreement, all remedies allowed it
by law and equity. Lessor shall use reasonable efforts to mitigate its damages. In the
event of a breach of this Lease by Lessee, Lessor shall recover from Lessee its
reasonable attorney fees and out-of-pocket costs.
Article 12
ENVIRONMENTAL
12.1 Lessee's Environmental Liability. Lessee shall comply with all material
provisions of applicable environmental law, whether Federal, State, or local, respecting
the Use of the Premises. Lessee shall fully disclose and contact David Dugger, Landfill
Manager, City of Denton, Texas at (940) 349-8001, in the event that any hazardous
materials are brought onto the Premises by or for the benefit of Lessee. Additionally, a
material safety data sheet ("MSDS") shall be prepared by Lessee, and furnished to
Lessor on the next business day after any hazardous materials are brought by Lessee
or Lessee's agents onto the Premises. Lessee shall store all hazardous materials
within the Service Bay Building in a safe manner. Lessee shall be solely responsible for
the clean-up and remediation of any and all environmental liabilities which result from its
use of the Premises.
12.2 Lessor's Representations and Warranties. Lessor represents and
warrants to the best of Lessor's knowledge and belief that any handling, transportation,
storage, treatment or usage of Hazardous Material that has occurred on the Premises to
date has been in compliance with all applicable Federal, State, and local laws,
regulations and ordinances. Except as disclosed on Schedule 12.2 attached hereto and
incorporated herein by reference for all purposes, Lessor further represents and
warrants to the best of Lessor's knowledge and belief that no leak, spill, release,
discharge, emission or disposal of Hazardous Material has occurred on the Premises to
date and that the soil or groundwater on or under the Premises is free of Hazardous
Material as of the date that the term of this Lease commences unless expressly
disclosed by Lessor to Lessee in writing.
12.3 Definitions. For purposes of this Article 12, the term "Hazardous
Material" shall mean any pollutant, toxic substance, hazardous waste, hazardous
material, hazardous substance, or oil as defined in or pursuant to the Resource
Conservation and Recovery Act, as amended, the Comprehensive Environmental
Response, Compensation and Liability Act, as amended, the Federal Clean Water Act,
as amended, or any other federal, state or local; environmental law, regulation,
ordinance, rule, or bylaw, whether existing as of the date hereof, previously enforced or
subsequently enacted.
MASTER LEASE AGREEMENT -PAGE 10
784815.141S P 3113144101001092005
Article 13
NOTICE
13.1 Notice. Any notice required or permitted under this Lease shall be
deemed sufficiently given or served if sent by prepaid United States mail, certified,
return receipt requested, addressed as follows:
To Lessor:
City of Denton, Texas
Attn: City Manager
215 East McKinney Street
Denton, Texas 76201
Phone: (940) 349-8307
Fax: (940)349-8596
And
Vance Kemler, Director
City of Denton, Texas
Solid Waste Department
1527 South Mayhill Road
Denton, Texas 76208
Phone: (940)349-8044
Fax: (940)349-8057
To Lessee:
Denton County Transportation Authority
c/o John O. Hedrick, Executive Director
1660 South.Stemmons
Lewisville, Texas 75057
Phone: (972)221-4600
Fax: (972) 221 4601
With a copy to:
Strasburger & Price, LLP
Attn: Rider Scott, Esq.
2801 Network Boulevard
Suite 600
Frisco, Texas 75034
Phone: (469) 287 3906
Fax: (469) 227 6578
Lessor and Lessee shall each have the right from time to time to change the
place notice is to be given under this paragraph by written notice thereof to the other
party.
Article 14
WAIVER
14.1 Waiver. No failure of Lessor to enforce any term of this Lease shall be
deemed to be a waiver.
Article 15
HEADINGS
15.1 Headings. The headings and paragraph names used in this Lease are for
convenience of the parties only and shall not be considered in interpreting the meaning.
of any provision of this Lease.
MASTER LEASE AGREEMENT - PAGE 11
784815.14/SP3/13144/0100/092005
Article 16
SUCCESSORS
16.1 Successors. The terms and provisions of this Lease shall extend to and
be binding upon Lessor and Lessee and their respective legal representatives, officers,
directors, successors and assigns.
Article 17
CONSENT
17.1 Consent. Lessor shall not unreasonably withhold its consent with respect
to any matter for which Lessor's consent is required under this Lease.
Article 18
COMPLIANCE WITH LAW
18.1 Compliance with Law. This Lease shall be governed by, interpreted and
enforced solely in accordance with the laws of the State of Texas. Venue of any cause
of action arising hereunder shall lie exclusively in the courts of Denton County, Texas.
Any provision hereof which is deemed or held legally void or unenforceable shall hot
void this entire Lease, and all other provisions of this Lease shall remain in full force and
effect.
Article 19
FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS
19.1 Federal Transit Administration ("FTA") Requirements. Any federal, state
and local interest in the Premises will remain with Lessor and will not be altered by this
Lease. Both Lessor and Lessee agree to comply with the following Subsections of this
Section during the Initial Term, as well as for any applicable Extension Period:
A. Energy Conservation Requirements: Lessee agrees to comply with
applicable mandatory standards and policies relating to energy efficiency that are
contained in the state energy conservation plan issued in compliance with the
Federal Energy Policy and Conservation Act.
B. Federal Changes: Lessee shall at all times comply with all
applicable FTA regulations, policies, procedures and directives, including, without
limitation, those listed directly or by reference in the agreement between Lessor
and FTA, as they may be amended or promulgated from time to time during the
Lease. Lessee's failure to comply shall constitute a breach of this Lease.
C. Lessee acknowledges that the provisions of the Program Fraud
Civil Remedies Act of 1986, as amended, 31 USC §§3801 et seq.; and U.S.
Department of Transportation Regulations entitled "Program Fraud Civil
Remedies," 49 CF Part 31, apply to its Use of the Premises.
MASTER LEASE AGREEMENT - PAGE 12
784815.141S P 3113144M 00/092005
D. All contractual provisions required by U.S. Department of
Transportation ("DOT") whether or not expressly set forth in this Lease, as set
forth in FTA Circular 4220.1E, as amended, are hereby incorporated by
reference. Anything to the contrary herein notwithstanding, all FTA mandated
terms shall be deemed to control in the event of a conflict with other provisions
contained in this Lease. Lessee shall not perform any act, fail to perform any act,
or refuse to comply with any requests, which would cause Lessor to be in
violation of the FTA terms and conditions.
Article 20
FINAL AGREEMENT
20.1 FINAL AGREEMENT. THIS LEASE SUPERSEDES ALL PRIOR
UNDERSTANDINGS OR AGREEMENTS (ORAL OR WRITTEN) ON THE SUBJECT
MATTER HEREOF. THIS LEASE CONTAINS THE ENTIRE AGREEMENT WITH
RESPECT TO THE SUBJECT MATTER HEREOF. THERE ARE NO ORAL
AGREEMENTS OF THE PARTIES RESPECTING THE SUBJECT MATTER OF THIS
LEASE. THIS LEASE MAY BE AMENDED OR MODIFIED ONLY BY A FURTHER
WRITTEN DOCUMENT THAT IS DULY EXECUTED AND DELIVERED BY BOTH
PARTIES.
Article 21
TIME OF ESSENCE
21.1 Time is of the essence with respect to this Lease.
Article 22
COUNTERPARTS
22.1 This Lease may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but such counterparts shall
together constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank --
Signatures Follow]
MASTER LEASE AGREEMENT -PAGE 13
784815.14/S P 311314410100/092005
IN WITNESS WHEREOF, Lessor and Lessee, by and through their duly
authorized signatories, have executed and delivered this Lease Agreement in four (4)
original counterparts, as of the day and year first above written.
LESSOR:
LESSEE:
City of Denton, Texas Denton County Transportation Authority
215 E. McKinney 1660 South Stemmons, Suite 250
Denton, Texas 76201 /��}j, Lewisville, Texas 75067
By: �u.�GwC/ Aec.4 i By: 4 _
HONORABLE EULINE BROCK OHAALES EMERY
MAYOR CHAIRMAN
ATTEST:
ATTEST:
JENNIFER WALTERS Denton County Transportation Authority
CITY SECRE/T%A�R�Y,,
JASO e -C�
SECRETARY
APPROVED AS TO LEGAL FORM
EDWIN M. SNYDER
CITY ATTORNEY
MASTER LEASE AGREEMENT - PAGE 14
784815.14/SP3/13144/0100/082005
APPROVED AS TO LEGAL FORM:
By:
RIDER SCOTT
GENERAL COUNSEL
Schedule 12.2
Hazardous Material Violations
MASTER LEASE AGREEMENT - PAGE 15
784815.141SP 3113144/01001092005
Rug 29 OS 01r18P
Exhibit A to Master Lease Agreement
Coleman & Assoc. Land Surveying
P.O. Box GGG
MoraryTexas 7W202
Phone 0 01565.8215 rax (9450MOD
TractThee—Mah ttnanca Area
0.42E ofan acre oflond
P•4
FIELD NOTES to all of Otat certain pact of land situated in the G. Walker S=W Abst:aat
Number 1330, City OfDant an, Denton County Total and being a part of the called 19355 acre
had described 1n the deed to City of Denton recorded in Voinme 1177, Page 199 of the Deed
Records of Denton Cowtly, Texas and part of Lot L Block L ?man Crock Water Wastc
p=lama600 P1afrtAddition as sbowa by the Platthereof recorded in Cabmet]3, Paga 209 of tbo
Plat Records of Denton County, Texas the subject Treat being more particularly desoobad as
fnliows (Bearings basis is Texas Coordinate System of 1983, North Central Zone: 4202 based on
GPB ties to City omentaniazrd5ll Geodetic Contrai)t
BEG2aMgG at the Northwest comer of flat tract being described herein of a 1/2 inch iron rod
with a yellow plastic cap stamped "ColemanRPLS 4OOr Set (hwain aft refcoad to as 1/20IRS)
and being Soufb 98 Degrees 09 VErWas 42 Seconds Fast a distance of 642A feet and Notffi 01
Degrees 35 hfmutes 16 Seconds East a distance of 493 feet from a V2 inob imn rod with a
yeIlow plastic cap stamped 'Coleman BPLS 4001" found at as angle point in the Nw& ]fee of
the City of Denton Lm1d0Tc= dtBoncdoq;
THENCE South SS Degrees 36 Ifmofes 20 Seconds East along the North edge of a concrete
parking lot seems Lot t, Block 1 a distance of 112.7 feet to a I& IRS for the Nor9neast comer of
thaberem described tract;
TFrENCE Smoh Ol Degrees to Minutes 54 Seconds West enrols Lot 1, Block 1 passing at a
distance of 50.1 feet the North line of ibc City of Denton Landfill Permit Boundary, and
Continuing across the 19355 acre hoot, in at a tend distance of 164.1 feat to a 1/2" IRS for the
Southeastcomerofftlow fa described=4
THENCE North 89 Degrees OS bfmutes 18 Seconds West across the 1.93$5 acre tract it distance
of 11390 feet ro a 1120IRS ikrtha Southwest comer oftre hereto, desenbed WAM
THENCE Noah Ol Degrees 35 Mlnutcs 16 Seoarads East along the Son& edge of a concrete
parking lot across the 19355 aorc tract pass ng at a distance of 1159 feet the North line of the
City of Denton LanAfm Permit Boundary and candy in all, a total distance of 165.1 feet to
the PLACE Or BEGD;NWG and mclosmg 0.428 of an acre ofland.
W 3Dvd V4V,-1rM Mdl•L M 1MG99SOG bet97 SOOZA-Z/20
Aug Be 05 01:17P
Exhibit B to Master Lease Agreement
Coleman & Assoc. Land Surveying
P.O. Box 686
Dcutcm. Toms 76202
Phone (O.W)565-8215 Fax (930)5SS9800
TractTwo—Parking Area
0319 ofan acre of hmd
FIELD NOTES to all of that certain tract of land shouted in the G. Wall= Survey Abstract
Number 1330, City of Denton, Denton County Texas and being a part of the called 29.612 acre
pact described in the dead from Harold C. Coe to City of Deatan Tecorded under Clerk's File
Numbar 95-ROO72063 of the Beal Property Records of Denton County, Teems and part of the
called 18.157 arm tract described in the deed A. BenPirmen, Sr., Tr. to City ofDanton recorded
m Volume 1902, Page 319 of the said Real Property ROOMYN the subject Tract being meta
particularly described as follows (Bearings basis is Texas Coordinate -System of 1983, North
CeutratZoae-4202 based on GP3 ties to City ofDeman Landfill Geodetic Cant 4:
BEGIM (3 at the Southeast comer of the tract being described berets at n M mail set in
conorete and beingNorth 88 Degrees 18 br=tes 36 Seconds Westa distance of450.1 feet, Norit
B8 Dogmas 45 Minutes 59 Seounds West a distance of 246.6 feet aid North 01 Degrees 41
Itdimrtes 59 Seconds West a distance of 38.3 feet from a 112 inch ironTod with a yellow plastic
cap stamped "Coleman kPLS 4001" found at an angle point in the North lime of the City of
Denton ImrdZI PermitBormdary;
THENCE North 88 Degrees 43 hfumea 1I Seconds West across the 18.157 acre tract and the
29.612 acre tract a distance of 324.0 feat to aa'%f'set in concrete forthe Northwest comer ofthe
herein described tract,
THENCE North 00 Degrees 53 Idinates 52 Seconds Bast across the 29.612 acre tract a distance
of69.9 fiat to as `W' net in a concrete cahbfar the Northwest comer oftbeherein described tract',
THENCE South 88 Degrees 49 Minutes 15 Seconds East across flee 29.612 acre tract andthe said
18.157 acre tract and continuing along the same coarse, in ell, a total distance of 320.8 feet to as
• X" set in oon¢ete fro thcNortheast rumor of the herein described tract;
THENCE South Ol Degrees 41 y-ro, 59 Seconds East across thb 18.157 acre heat a distance
of70.5 feet to a the PLACE OF BEGMANG and enclosingO.519 ofan acre ofland.
P.3
80 mvd 9NIAMA M NtlKrOD 09569999116 t+Ot9T 909Z/bZ/89
Bug 2905 01:17p
Exhibit C to Master Lease Agreement
Coleman & Assoc. Land Surveying
PA. Box 086
ur.:�f' ^j;,,.,r,�•'� Dcruott,T®s70'2U2
11hom(0d0)56MW Fax (040)6M800
Tract One —Office Area
0201 ofen sore of land
F1Ei.D NOTES to all of that carbrintmct of land shuatnd en the G.'V9a8rer SweyAbshaetNtw bar 1330,
City of Deatoa, Dsatwr Couny Ttxm cod being apart of the need 3.616 aura 17tcd Ttactandpattof the
called 0359 sere Fourth Tr=t:da;=Ibed In the deed then George J. Kay et ax to City of Deacon recorded
tinder C7ed a; File Nambtr 93-R0066773 of the Real Property Records of Denton County, Texan; the
sabjeer Tmetbeing more Particularly dwoa'bcd as Wows (Beatings basis is Texas Coordinate System of
1983,Norfo Centel Zono-4202108ed on GPS ties to City ofDantonLandfiU Geodetic Control):
BEGlNNNG at Northeast oomer of Om tarot being described bamfa ar a 12 inch Iron nod sot wits a
yanowpitsrlc cap stamped "Cole®tRFLS 4001'set (4mia a''terrefened to as 1B"W) addhnmgX=M
83 Degrees 18 Minutes 36 Seconds West a diswaoe of 450.1 fbet, North 88 Degrees 45 bfmmes 59
Seconds West diarmee of719.5 fbatendNorth 02begmrs30 Mhmtes 07 Seconds P.esra distance o£16.7
feet from a M inch iron rod with a yellow plastic cap stamped " Coleatee RP1S 4001" found of an angle
point is due North lira ofthe City ofDonton I.endm P malt Boundary;
TEMq= Soots 02 Degrees 30 Mmrtron, 07 Seconds West aomse me 0359 acre Pooh Treat passing at a
distance of 1&7 feet dra raid NrcIhHas of the City of Denton LanaRPaced: Bmmdaryand wtadarag,in
a%a mtatdistame of74S featto a 121IRS for the Southwest comer of9w ha:eia described treat;
T17adCE North 89 Degrees 29 Mhmtes 17 Seconds Wear aaoss.the 0.359 acre Foadh'hact passing the
oommoniise bounces the 0359 aereFourib Traor and the 3.615 acre ThirdTtact and eonmttmg along the
same eoa ej in all, a total dlstame of 1233 feet to a 12'TRS for the Southwest comer of the hernia
dmmbtdimeq
77$4CE North 02 Degrees 43 Mlmoee 16 sconnds Ent across the SM.$ arse Tbird'1'radpasuing at a
distance of 59.4 feet Otallocffi.lim oftbo Cry of DentooLandlill PeamtBooadmy nad aondardn& la are, a
toml.distmee of76.3 festto a 12'7U fox tbeNonheastooma ofdta hatch described tract;
T)IMME Sowh 88 Degrees 38 Mmofcs 45 Seconds East across dre 3.615 acts ThhdTracrpassing rho said
common tine between Ora Third Tract and dte Fourth Tract end eondmiag along ft same eourae,in all, a
roud din= of 122,9 tactic FLACB OFHEGINNING and enclosing 0.201 ofaaacre of land.
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I
SUBLEASE AGREEMENT
This Sublease Agreement ("Sublease") is made and entered into by and between the City
of Denton, Texas, a Texas municipal corporation and home rule city ("Denton") and the Denton
County Transportation Authority, a political subdivision and a coordinated county
transportation authority created pursuant to Chapter 460, Tex. Transportation Code ("Sublessee")
on September 30, 2005 ("Effective Date').
RECITALS:
A. By Lease Agreement dated November 8th, 2004 and attached hereto as Exhibit A
(the "Lease"), GE Capital Modular Space ("Landlord') leased to Denton the modular buildings
identified on Exhibit B (collectively, the `Buildings'), and Exhibits A and B are incorporated
herein by reference for all purposes.
B. Sublessee desires to sublease the Buildings from Denton for the term of the Lease.
C. Sublessee and Denton entered into that certain Master Lease Agreement dated
September 30, 2005 concerning the land where the Buildings are currently located.
D. Lessor has given its written consent to Denton to sublease the Buildings to
Sublessee.
NOW, THEREFORE, FOR VALUE RECEIVED and in consideration of the terms and
conditions herein, Denton and Sublessee agree as follows:
1. Recitals are incorporated herein as if initially set forth herein in verbatim.
2. GRANT OF BUILDINGS. In consideration of the obligation of Sublessee to pay basic
rentals, additional rentals and other charges as provided in this Sublease, and in consideration of
the other terms and provisions of this Sublease, Denton hereby subleases the Buildings to
Sublessee during the Initial Term and any month -to -month tenancy thereafter, subject to the
terms and provisions of this Sublease.
3. INITIAL TERM. The initial term of this Sublease Agreement shall commence on the
30th day of September, 2005, and end on the 8th day of November, 2005.
4. MONTH -TO -MONTH TENANCY. After November 8, 2005, Sublessee shall continue
to lease the Buildings on a month -to -month basis subject to the terms and conditions hereof.
5. CONDITION OF PREMISES. Sublessee has examined and accepts the Buildings in
an "as is" condition as complete and suitable for the purposes for which the same are leased.
Sublessee hereby releases Denton from all liability or responsibility for defects, latent or
otherwise.
6. RENTAL. Sublessee agrees to and shall pay to Denton at Denton's offices in Denton,
Denton County, Texas, or at such other place as Denton shall designate from time to time, as rent
787662NM11 s144ro10J/M90
for the Buildings the sum of $1,059.08 per month without advance demand on or before the first
day of October, 2005, and continuing on the first day of each successive month thereafter during
the Initial Term. On November 8, 2005 the terms of the Lease between Landlord and Denton,
which Lease has been sublet to Sublessee by this Sublease, provides that the tenancy shall
become thereafter, a Month -to -Month Tenancy. Denton's and Sublessee's rent for the Month -to -
Month Term shall be at that changed rate, if any, required by Landlord for payment by Denton,
and by this Sublease, by Sublessee. The amount of any potential rental increase or decrease is
not known by Denton at this time. Denton shall provide Sublessee with immediate written notice
of an increase or decrease, if any, in the rental amount within forty-eight hours of receiving
written notice of sane from the Landlord. Denton and Sublessee agree that the rental obligation
of the Sublessee under this paragraph shall be prorated on a daily basis.
7. ASSUMPTION OF ALL LEASE PROVISIONS. Subject to Section 6 above,
Sublessee shall fully comply with all provisions of the Lease as if named therein as "tenant".
8. ADDITIONAL INSURANCE. Sublessee shall obtain and maintain the insurance
described in the Lease and shall name both Landlord and Denton as additional insureds and
Sublessee shall cause each insurance policy obtained to provide that no cancellation of such
policy shall be effective unless and until Denton is provided with thirty (30) days written notice
of the cancellation.
9. ASSIGNMENT AND SUBLETTING. Sublessee shall not voluntarily or by operation
of law assign this Sublease nor sublet the Buildings or any interest therein without first obtaining
the written consent of Denton, which consent may be arbitrarily withheld. An assignment or
subletting without the written consent of Denton shall be void and shall, at the option of Denton,
terminate this Sublease. The consent by Denton to any such assignment or sublease in any one
or more instances shall not constitute a waiver of the necessity to obtain consent to any
subsequent assignment or sublease. Acceptance by Denton of rentals from any party other than
Sublessee shall not be deemed an act of consent to assignment or subletting and shall not relieve
Sublessee of its rental payment obligations under this Sublease Agreement.
10. DEFAULT BY SUBLESSEE. The following shall.be deemed to be events of default by
Sublessee under this Sublease: (1) Sublessee shall fail to pay when due any installment of rental
or any other payment required pursuant to this Sublease or the underlying Lease; (2) Sublessee
or any guarantor of Sublessee's obligations hereunder shall file a petition or be adjudged
bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law or
admit that it cannot meet its financial obligations as they become due, or a receiver or trustee
shall be appointed for all or substantially all of the assets of Sublessee or any guarantor of
Sublessee's obligations hereunder; (3) Sublessee or any guarantor of Sublessee's obligations
hereunder shall make a transfer in fraud of creditors or shall make an assignment for the benefit
of creditors; (4) Sublessee shall do or permit to be done any act which results in a lien being filed
against the Buildings; (5) the liquidation, termination, dissolution or (if the Sublessee is a natural
person) the death of Sublessee or any guarantor of Sublessee's obligations hereunder; or (6)
Sublessee shall be in default of any term, provision or covenant of this Sublease or the
SUBLEASE AGREEMENT — Page 2
767662.6/SP3/1a1auoia1ros2ao5
underlying Lease and any such default described in this Section 10 is not cured within thirty (30)
days after written notice thereof is received by Sublessee from Denton.
11. REMEDIES FOR SUBLESSEE'S DEFAULT. Upon the occurrence of any event of
default set forth in this Sublease Agreement, Denton shall have the following remedy set forth in
this Section [I II after giving Sublessee thirty (30) days written notice:
Denton may terminate this Sublease Agreement, in which event Sublessee shall
immediately surrender the Buildings to Denton, and if Sublessee fails to
surrender the Buildings, Denton may, without prejudice to any other remedy
which it may have for possession or arrearages in rent, enter upon and take
possession of the Buildings, by picking or changing locks if necessary, and lock
out, expel or remove Sublessee and any other person who may be occupying all
or any part of the Buildings without being liable for any claim for damages.
Sublessee agrees to pay on demand the amount of all reasonable loss and damage
which Denton may suffer for any reason due to the termination of this Sublease
under this Section [111, including reasonable loss and damage due to the failure
of Sublessee to maintain and/or repair the Buildings as required hereunder.
12. DEFAULT BY DENTON. The following shall be deemed to be events of default by
Denton under this Sublease: If Denton defaults in the performance of any term, covenant or
condition required to be performed by Denton under this Sublease, Denton shall have thirty (30)
days following the receipt of written notice from Sublessee specifying such default to commence
to cure such default, provided that if Denton has commenced actions to cure such default,within
said thirty (30) day period, Denton shall have all reasonable and necessary time to complete such
cure. (If any utility services provided by Denton shall be interrupted, Denton shall not be liable
in any respect for damages to the person or property of Sublessee or Sublessee's employees,
agents, contractors, patrons and invitees.)
13. REMEDIES FOR DENTON'S DEFAULT. Upon the occurrence of any event of
default set forth in Section 12 of this Sublease Agreement, Sublessee shall have the following
remedy:
Sublessee may terminate this Sublease Agreement, in which event Sublessee
shall have no further obligations hereunder. Denton agrees to pay on demand the
amount of all reasonable loss and damage which Sublessee may suffer for any
reason due to the termination of this Sublease under this Section [131, including
reasonable loss and damage due to the failure of Denton to maintain and/or repair
the Buildings as required hereunder.
14. COMPLIANCE WITH LEASE. Denton shall at all times comply with the Lease. Any
notice received by Denton from the Landlord or any other person related to the Lease shall be
immediately delivered to Sublessee. In the event of a default by Denton under the Lease,
Sublessee shall have the unrestricted right to perform on Denton's behalf. The costs of any such
performance shall be deducted from future rent payable to Denton.
SUBLEASE AGREEMENT — Page 3
787662.6rP3/13144/01 0 M92805
15. TIME OF ESSENCE. Time is expressly declared to be of the essence in this Sublease
16. BINDING ON HEIRS AND ASSIGNS. Subject to the provisions of this Sublease
pertaining to assignment of the Sublessee's interest, all provisions of this Sublease shall extend to
and bind, or inure to the benefit not only of the parties to this Sublease but to each and every one
of the heirs, executors, representatives, successors and assigns of Denton or Sublessee.
17. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies by this
Sublease are cumulative and the use of any one right or remedy by either party shall not preclude
or waive its right to use any or all other remedies. Said rights and remedies are given in addition
to any other rights the parties may have by law, statute, ordinance or otherwise.
18. TEXAS LAW TO APPLY. This Sublease shall be construed under and in accordance
with the laws of the State of Texas, excluding conflict of laws provisions.
19. SEVERABILITY. In case any one or more of the provisions contained in this Sublease
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof and this agreement shall
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
20. PRIOR AGREEMENTS SUPERSEDED. This Sublease constitutes the sole and only
agreement of the parties to this lease and supersedes any prior understandings or written or oral
agreements between the parties respecting the subject matter of this lease.
21. AMENDMENT. No amendment, modification or alteration of the terms hereof shall be
binding unless it is in writing, dated subsequent to the date hereof, and duly executed by the
parties.
22. ATTORNEY'S FEES. Any signatory to this Sublease who is the prevailing party in any
legal proceeding against any other signatory brought under or with relation to this Sublease
Agreement or this transaction shall be additionally entitled to recover court costs and reasonable
attorney fees from the non -prevailing party.
23. NOTICES. Any demand, notice or request provided for by this Sublease shall be in
writing, addressed to the party to whom notice is to be given, and shall be considered as having
been made (i) if by hand delivery or facsimile upon receipt, or (ii) if by mail, three (3) days from
the date of the placing of said notice in the United States Mail Service, certified mail, return
receipt requested, addressed and postage prepaid, to the addresses shown hereinbelow:
To Denton: City of Denton, Texas
Attn: City Manager
215 East McKinney Street
Denton, Texas 76201
Phone: (940) 349-8307
Fax: (940)349-8596
SUBLEASE AGREEMENT — Page 4
787662.6/SP3/13144/0101/092805
To the Sublessee: Denton County
Transportation Authority
c/o John O. Hedrick,
Executive Director
1660 South Stemmons
Lewisville, Texas 75057
Phone: (972) 221-4600
Fax: (972) 2214601
With a copy to: Strasburger & Price, LLP
Attn: Rider Scott, Esq.
2801 Network Boulevard
Suite 600
Frisco, Texas 75034
Phone: (469) 287 3906
Fax: (469) 227 6578
[Remainder of Page Intentionally Left Blank — Signature Page Follows]
SUBLEASE AGREEMENT —Page 5
787662.6/SP3/1314410101/092805
EXECUTED as of the Effective Date above.
DENTON: SUBLESSEE:
City of Denton, Texas Denton County Transportation Authority
215 E. McKinney 1660 South Stemmons, Suite 250
Denton, Texas pp76201 Lewisville, Texas 75067
-112
By: (/ 64 . iut,� lal�- CA- By:
HONORABLE EULINE BROCK CHIMLES EMERY
MAYOR CHAIRMAN
ATTEST:
JENNIFER WALTERS
CIT" T . ..
LE
APPROVED AS TO LEGAL FORM
EDWIN M. SNYDER
CITY ATTORNEY
By: `4
SUBLEASE AGREEMENT — Page 6
787663.6/SP3/I37d</01O1/092805
ATTEST:
Denton County Transportation Authority
SECRETARY "'
APPROVED AS TO LEGAL FORM:
By:
RIDER SCOTT
GENERAL COUNSEL
Exhibit A
LEASE
787662.6/SP3/13144/0101/092905
Exhibit B
Buildings
7S7662AW311 nan10101I 805
Exhibit A
LEASE
787662.5/SP3/13144/0101/092105
GEE Capital Modular Space tiASEAGREEMEtfTlA.: 255246
A No 2W734
206� N011 9 Acb N SMS2
CusiDlmeNcs. 4awn
FL. -TURN EQUIPMENT TO GEMS:
OALLAS - -
4255CARBON .RD. ..
RVING .
TX?503$
Telephone: 972-252-2001_
t-800-52�79t8
. c - S72-252 2201
W CAPITAL MODULAR SPACE, a division of TranspdR Imemetionel POOL Inc, IPeansyhrania corpete.
h caby leuas She scmPraenc specified trelow t1he -Equipaturn ta:
CITY OF DEMtDN - - The Equipment will be at ISUbr,=m Section 4
215 E McKinney St on attached pagol=
DENTON -- .
-TX7a"7B7<22 . , � ' .. landfill Solid WasB lMtce
Customer Contact Davidowes- 1109 Mayhili Rd
TalBphorre: 54036g-8046 - DENTON
Fax; 940349-SW TX 76203 -
P.Q # to -
ixstamerheraby lenses 5g4meatfrom e with the terms GE=fora minimum period of 33 mcntha pis'h3nhnum Lease Period'! ftom
ttu eeartef the lase totm in aRardeircaM cenditlans d thif Ltaae Agraerne'it hs:lut6ng 1Fte iemts and -
aosdlhoe sat forth aatiie attached Page(it113•Ltere9.RMtelItel mcrth is cidinedue tbim+'%aYpeftqd•
Cucmmer agrees to Par GECMS widtout demand and in advance the marrtRly n~;aatand other ee diergon tlw aoadefas see
fotdt"IS Leese. Thl4i eaea:sher ebyiilteWedesbttti ,ttdaie _W—g.&2 ZZ
Ctatomer_he.racy accepts the Damegt:Wanm rsuhjedto Section 10 on the euechad page.
Cvzomerhas elected to enrail in the Opoonef InsUranre Program sabjeG to Section 10 on the attaotted page. C4stemet
ha;aby aCknewled0as That Customs has recerced and nadthe Dudine at Coveeege end has bean given oPP.ity to
discuu coversge and all other issues wnh a 609naead )ioensed instrenoa zeent for the Optional Ins R
ilo : Mcn:�iy. K�.De! 1 Valw
D96013 EPI.X 7256' 1�8437 I 5293. 51 $67.5 Sg. 65t 876. 211
7�61723 EPLX t2' S6" tTXLAOK09B290 i529350� 567.55 59 517.126
i 16771d.. EPLX_ _ lY 156, 1 TXLAOK,DM2$1. 1 5293:OOI 567. 59. 69; - 424725
9NE71MECfi41t6E5 MpMtiLY 04ARCES _ $t$001
i pFi116NDBN6tY I cawdX _ - -- .
$IAtDIN6 gElUR4' {9:r � st56i5. _ Sb';5.116 ' hmtrarKeNi+nat C�au -. --�
�vQiSMATIT4W6 9 bmal'=mno: J
{ ?FSJt OONmt C014FLcS• tOm.t at64.5C9-0@ t4.1'E300 ( tUn1¢1tt79:4T�5047�erttaMl SN.DI
- - i4ta1 54. FlS.iq (Units attD.a5=20�an AaN' _ n3-��
fUnlstat SO]8.7032�.._ ___
_ r Lvnaae Watrer ' -
1 1t1Mr:3 at21.W �S30e.P?At_ 290.00
! j Capftal Modular Space .: 2s52a5
rltOdapa�AOm - RF.NEVGAL 4GRE43aEM NO.: 26-9734 :.
ACc NTxD_ 5286V
RETURN EQUIPMENT TO CECMS:'
DALLAS
-4255 CARBON RD. - -
tRVINC
TX 75038
Telephone: 972-252-2001
1 MO523-7318
Fax: 972,252-2201
-OYecciraivos' .. . [IHJTA! — .
_slur low.2atS25:PA f509 i
V QM BE
. DAILY.
tYfflay: SM-53 _
No agent. employee Or Mpresemartira of GECMS has any authority to make any representation orwmtamy concerning the
Equipmemthat is notspeeifmIlY included in this lease. Unless specifically identified in this Lama this Lease supmsedes all
p,m aagonations, proposals and danumantL This lease w01 not be saWsct w any addinonal prwrsion that maY be wrrtamoci
in the Customor's.Purchase, order, akhough C,mmmaf s.purcMsa order number may be used by the parties as a i nvoomnl
refenuu:nior inwi ang purposes. - - - -
CLEANING AND DAMAGES, w AhPUCABLE. TO BE ASSESSED UPON RETURN_ .
KEYS NOT RETURNED WITH UNTTWILL RESULT INAN ADDITIONAL CHARGE OF 645.06
TO MAINTAIN HVAC WTEGRTIY; IT IS CUSTOMERS RESPONSIBRRY TO MAKE SURE THAT THERE tS SUFFICIENT POWER
SUPPLY TO THE h'VAC UNR. IT IS ALSO YOUR RESPONSIBILiMTO CHANGE YOUR HVAC FILTERS iYQtY 30 DAYS, -
UNDER NORMAL CONDITIONS. YOU MAY SE REQUIRED TO CHANGE FILTERS MORE FREQUENTLY UNDER DUSTY AND
DIRTY CONDITIONS,, You MAY BECHARGEDFOR .ANY DAMAGE CAUS68Y IMPROPER VOLTAUECONNECTIONS OR
DIRTY FILTERS WHILE THE UNIT is IN yOUR pO$kswN:
The arnchad page.(Form Ne.U5200212167 eameiirc7etmc and Condtdonsthat form an tmeginl part of tnta tease. Thaw
tams and eond'itlane indtrda but eta no•. Umhadm diwlaimerp of wartentias of iwrshams6il'rtY and noose sndb'mttatioin'.
on damags, Tlse only other dowmarts tbattono a Part ofthis kris are: NONE. JUsiY(A
Si rredb duT rRt vdtb taafrteeReoMlagagybound, this j y ayof / �a
[/may B['�4i9 f,
BY GE t'A/'Ypr MGPJVJf a?A:EA IYAaQA AGFM ORAViMOdR'D?fdAT
Nome _AVID STRONG Name fN sus r T
' Wb+sssrlaq.
AoMtW and Def BY Dare:
. hsN:nwnaar
Remark
at-atfved and Aooepted'By- _. _ Dale:
Name, -
_ �1Vterre9rmtl
GE CapitalModular Space Form: US20021216
matlspacs.mm
TERMS AND CONDMONS OF LEASE AGRJ -NT
T?ri eama_^.bn t e true v drSm� by d:e [lnitam Cemmrcol Cade u ewG'v, P¢uryMrt of � a tYc Cuamaa am em aequirt Rrou¢T t>w Cwe a
Paymey a(wy �—•^ ihu Ime mYrMTt d:t m inmat c m w ITe EGWPnwat e.mptti rim; w Puura W me d+e ba•�pru_ as bn¢u Oa:eaa w m: in dersatr
•*+^sbu lane.
2 Hemtaw Oma Ppmr.m
(a)TY rr..o.'Ibc 4att wr.:u:he 4aamviifi OFGMS iubmefdll'emYLniu se-+pcof.xk Gn M1uaPWion,lxlea oalemueefnx-0wamac416e P��e!. �btanth7y
tenml mH armstoeuFb and irAudina qe. ivatkl:ds lowl.'EH V OatmFnd ofWeTemasn. Tbe'ketmIDas uis dst®•d-itolebI. d.m1
b rcuamdw OE(2dS mecmd»sr+G� I'm teen uftbu ..a ' A&I ortiT dWE.6 W nrhirhd11 n.�Inse bweWirc�ehba= wily, soda.
--.-I..—a.«n na e,t 1 ^ • Reny: a.d ouch aD.m data wL Y Prmalc' on a iaD£:isia vbrz ¢awY. Lwe.
3. Iiell^'erY aad foKan.Hro
d.
ala motors rlado¢ro bmmc�(YF�e.•ue fola;om¢ �aiummeram
aaYixm,of EVniP^t'nl i �ee. nl �por
a nakeidebub of mmnY baPeaN vxn ..usaxfa nSllywsmdm Nu
�pc mmti m t4 Wbel nye P�^� ditw, wtkMair bwa�frcm
eLjuned %.w rd, hued Wen Sr C� Prig (n"+. All fAbm
web CPO.-&o Faeaab chl
11 Im1ds 11ros sill "s [e�dpred TYa teemares 4
nl be 6mha adlmm' d fu116i (.l nlavhf LSrxlda. 7ec adfvilmeni •lH to
m abiv cY and, all lieeosm.Iwm Mn'ldin. and allay Perim m m Wha P.'ffi Ei�sm. am
��afts Hgrgmrat red MGEC'.kdd npatif FAW
ablem is Equ &5.d l mnar ODCMS'. om:asTiyofds Filmryn0i
mafaewaq•nsditivdoa delnaymimtaHati®duemme wI :b. b,.Gato.. d"uohdieet
amm beymd OFQ"1T'r muuo fmaTminc mt, tw I®ime w bna�ra by GACNS'a aabm�mms m
Fodoeiaffi m`rLin�aL'deliRei[sm th omeilmmr: ofbmirm.
__ _ _ _ _ A.. n� A.«e ne.veT ram:ei and ffi .tm dat o<Ga Lou anima
1®imy lha bti2 doer cot Rwmr9�wae Ym'"'f^'e•°!""`Yw...... �•.__
yw Ym2y IX aPP4mbt 14_+ea m pamm ue nm pordd o a ausly msaa m
.c the Sit ifG&TLS dime for Simm Y msaf_
m tm4l, aLared or-11-1 .OeCMS maJ'im®YnY 1r110K ID�"cR �w uc!^C.Yuu....v__...�. CrtC ^lit:"rnOW til
T 4.ctoml, roam aM romFlY vvhb eD Iatn.h.. in ,a h, f5 9r d S tm Ca , mwrrsse. m gora¢e Eriu;snen.
pdauou m arden o. aoy Hmnmmmul aaasy or wmmemaliryaf t4 Vaired 54vu" CaadL my aws, P'^Nna mwiegaTry m odw bra' aovmmed
w-lu.ad hetc+afsq wm4 e+buvlm No'vdCnl•s+F-=.ioaq nm whiW row ea6lmbeeaha+ese�i+a�<1ny bm aer tan(Irda Wn jowoirg
TiLnra ibf OdLT 0V 111RL14I Rre rod t1e AC.a1mN 91n10'wbflitler Amy � noI molt Or rr...... onY LL1IfWfl'I me IX hII:lln¢ Of We
m.Y ebag Caaemm fords [Imo W mm91Mao2
(c) Coiwma ogee. CC 16a ENd7,^`enli^� hrraxnderad0 rmtY owmiMtY i3 Prmnn orator fanome a Im aaema,acpbma m m.+ts:r. Tis Evtipmim tn"
d4. roNWLLCcYeOlu'eAmrStiBdHfmAaeRotLAeuHair�Aal.AdTARfmoaTinYfEfaifd.DTeOhOm.�YNctPmh+l,dPaAMbeOptYWloEmAi8ir+ARAavlaFRC_Tm/eAe.RH. .+EdAMAe.INol.CT.\yymMe.7T.lwCur.IgA•aAm.ECAiNBdrorySBSTI., LIFOAvuIAI�aT8HXryYMY.1PRL�:m�8TAO«PENPreAim5-�A
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)ta, lrt,AIidNSncCii"viW0„eeWnTi[orHNmtEG
"pEvuAQbnNPaUiY IvmPe MFdae%EromP.4.rRT:¢dFm SAearsNmiD'Ooi`aHA.'f�ioU:vTmdO >Po^LfAumIE'+.Y rOfLn
mvsmh bum duRgc
GE CapitalModular Space Form: US20021216
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TERMS AND CONDMONS Of LEASE AGRE RENT
1. Esd o[Ln.e 5Mn yM n.�..A�mva en: GFGMStub(M)d.Yf Wrw.iv:rmGa of tre Gre on which tM EyiL'.nom hRrmnc0.
?ulRnan oPe�u:-keiim e.' ve:nl vA anY.r_ewzl ce. o.'ers<xnh
xCUS ml, m}.. n [.w b Seth ftRu amg —Y b bt In C:.Ct
d ki, L m y mndmuach ma�dtb.:raath mtmsio,' . flan
ibis Isue a oe a anciNm-mou`S doa)� GF.r].1S Rquyn Rtvrn o! dia
dsiSn.Rd.ddrtts.¢Cussvrrrt mlecml Misig n¢um.a.
hm due m Cmmnc atts.dam or ameniu will rxwi� tlx ¢k resyon.ib;4p
mbjcm all taco erd mcdif.. of the lush, and d Ca =-ill Pry(in
e mmeti,mts(b)rrnul moab+bat em; (7);u'mbs.swabe(Insasu dmA revasn i oee Ymr.
oN yyecc, ar poaim: mamL ofsheponiov of tlmrmamiep bfLP aemlka
ii)Tr'A�nM Wr3lYleue CLm[e'm'AWLC'reva theWaYlyluuC.Lr[a lvsmapm:bn twmea:ba[zsmsestuv o!vyi+ y, c:-uPe and 0d
ram m insau amtbm hv$ts and conoms+cgcad soaifwasiom oot pmvibd u • tcpmeR tar[c ncda the krrns of me Lvrefdw'AmoraeOM Tis<
Cons') to sddebq chose W I F.Y m full dtr smpaid Amvr•.ixd O.se•lirs Coax In eo ^•' wPJ dt rmiiabn ebm[m � o mess of Sx R� .1 ahsrsc fm sFe
tua.iv'rof 1A.P:
8. ]edwelficntoe
ibao¢bhetbY.PccIcul9 indoP.+ifus,.Pttt m dcPmd.cd'.vki bauass GECMS, fs tspbTru and apwm Lxo NY a,d.n ass. nbimt.lia:ilidc. dam[cf, u,
4rfdsuac Pms!•vs aM mPm.m(iorhviivgmlamc.+'fm.niwusdRdrton)leotL•aiveh''tasms9 tba rnetuiR trmamiCl^IIm11N with:
(y Tiw Ian of m m the Fquipmms prior m trs Aran Drk bmmv o!mnisivp SR, liyhmin[or 16cfl, nmd w(sdnmm m e�6simLtitil dinuhu+ce or riot m
}' tbmpm'1 m msu!IA: e ID Ne omemv me EgWpmem) ss • seadte4 ro wMk m in psa, dx µm a
@)Tm dsm ofmi�smy m. mtlu5n[bm amtimimd m, damp PmPcyoGWF>�{
mvd:donprimmlhc Rdmo AR ddu Et�+pvaS
{:)AR mm mussim�otGuumc mviv afvsk isysc
(d) ilm.nsal m nkgedtsme[c, m.im[omlq usw b.vD� rrysir, a opendmofdw Fqu'pmso,snior m the Rmnm Dam, mnW iR bus rws 6mlmd m my /dtsn ro me
ncchm sasw, toy .rob dom oq m toyy ,� �e 1 satyr to m se romcnbv srid she rpcmJw. mivtmi a, possassbn or stan[a of 3e Pgsdmnna cI a:sy loss v
d.ma[tmsrynbiq.mrcdin.rry afdxE�'Nntr.nd
()Acy dev.pem Cuaonmrs pinpenym tbep by gCNISi. patim brur-0dunnSarioeonaeeuuwisC the lWflllrRm ofCmmmes't abli ov on behaL of
GEQd$mthe..Rpassadanm Ra_ of Er,ipmmiMCEChiS in scwsdarc, a[tLislme
$.mtOC[�lht'vY'/IDtnYbILIW MTlIbQ 1bCY>R YOCdbefORTt'��1CitLllnn D6h. l{Itlii r.Ote YH(IbC Hn111re DdL' T'm ilYtGmNilO2UM enNieled in dl[t
9. fmprtam Equipmu m[Pn
(.)CwCvner.aCosaavlssek wen w0prosoe and kaym(dl foss tM eRea, hom she ith detivcrya.lasvdltk rmm�of.n rm. rolbW Ides or
immmc sadsmcb:Ym�GSSvmdm cur c 3e km: ax:.mwss of cv a[�wi�'a pR(aa:d:
i)Comsenial GGeennvvaa..3iakll,lnsmsee akhs rdWni¢ma mtlkad tinals�mi of Sl�WUAAO�( �I��mcom^ecefthf �smskd�a.�mi��
m
ream CmtoeCt sire, dme bees[ a!
1 xs rave ¢ delivm asL'fmmm of
amm. Fxb a afitase win snm my
u dcr dse :.» In.ddi�enm yl me
{'mdRd 411as �lW)md e).aeID
ea iocrmu wssLm.='v ivt+sd m
iidm ivravdrA ruse vvd dm Iwe
eampnmRd by imtm.x peid fn: Iry
(.be roptioaal tssatia PR[e'-'o') m
. If drt gtianeltmu�sm hov.s m
dm iksRtW. }�trrNtim m16am.'n>. in e+mRP w.vd ivu9e0 E11mthirm Vs stm.elC.f memo ¢ fC >sys
tri. D.rmS Waives Optioq m S Se:icn I4(b) >il: sfp19 D Qmama ¢cs m emolt a the Opnaeal lruvrtrsc Roam too Sxtiam IN,) wli gply i! Gunnels
tr�yn iht DmuSe Waver OM:ea
@) Zhe (�tlar t losmmc Px a *vth Zmm. l v 6.- or Coves ti," In a' Corcrz[e� wieirb Caramv ba R¢'vtl tn3 srtinxi slim m say
cl��bo m eme11 ro mt QOyy.+.mul lusm.rs Proyesa. Al] gotiomnymdint ms Oytmvil 1nrvRroe Pmpsm �1 be snswmcd ty the 9oaE9od licnsrd srs m a[eu
umrsrmd "m ce Wsore of Cwunge if Cusv:os l^"pslYtltmsm emn m the lktbnil luarvr3o�.m. m bm v ode mveng a ndl m fw: hrx.vd<Rml,
Cenmus win nIX be regvr_I, wYaL is 1<mt,mmysddddiiodooeaaall �vxti. i.l nabbSSlip'imrite vsequ'ud by$xtm 9(e)n.
(c) If ibt Dmo.ns Waiver DPbon a Pnpm1Y cl¢ud.M m Im[ v Waavim timelYVtYt me.edEiovlme zpmifud fm nmh Dmx[e Waiver Opiiml fansema will em
be rm, .vH, ueac Ik rams orm6l�su. m s.vy mo'.dc'iAoell tnmRtrnhl µape .rye W�ssnc v Rqused ba Stttica Y¢� and Camara o+n mY bt 1":2Sm GECtdS
c van of SS(10 pm wb of Ey�emsA for iou ar d.¢tR s—...dfi� m Ssrion E(ex euNt Cussoam Wf aot bt R! o[ n3iliry u Crammer �otab anY e:hm
proviron efmk leae. TH¢ D.AUlddACi WAFER IS nbT Lh (IRA.4CE COVERAGE
{� Cuivmeh uve_gt mder:he GPdoW keeanx ProEram mamcpna ofshe Dmu[e Waiver Opdae m+Ybcty:aped b)'rdie pury ssk:a-s tm maez[cs
the OFtiaod Imm.nm Pro[mm m feR fm tk Dama[c Warva Option mayy be haneta upon thkry (30) �'r Pear «sera rove ]f Ae Op4or.l mtmanm Prtyp*±±�mn a.
t)smo[e Wti.m Opdnn ii for si9 RAsmh uvxlle4 CSaaaR*u m1 provide b GECGLS ealdenoe of 9a4wm of M1nurcwe v er hrb m Sxl'mm 9{.}n or P(.WU ss
y�r pR�t� 6{W(n kn (1� dqT pfim m aK tr!eifit'e day Of aldl®Rnaina.
((C) � tUUmte2' P¢VIdCd Wam rat OpdmAl meemMt P[Y[r.m lld dw (imC11Nm et faml'h; nrl� d1e Dt1M`jt WUYtr Opl!m@ dntl aq elYlld m :ht etiyreadN of
py tipm�t mete eoNeas mq ary rrmb. p, ?TP-'n imsRd os pmaO level
The lh+een W'dra Cry;pn wl!'rorbe biµl(Rsyaa GEQAS Pslm v�lass, dseagt, injury or elva4 portal mOECMs u�vmtivt wiCmseva7'tiu Cr2)hous
��..____�__.. ._.....a....,. t•.w�e..er 71.Im movideanvfa[alaaroo brePRd m<ucb evaeast GECFSb itasonably rqutrs.
GE CapifalModular Space Form: US20021216
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TERMS AND CD�'RYTIOi1S OF LEASE AOPEEWNT
Ik we
Teeoreomm o[cvtmmoa ef:ha to!bume inchnrs (t) -{q baba wID sov#ia:bu Evan o(Dehek tmda roia i.ms-
.. _._—._ —..-__ut_.,....,.,...,,mu.,,M..,.d�ondathk lcnumhik avofma its ohlivnom mda5aai9ivt:Yk lsasc
m
m wy PO m witty b cmcvk M than - paewt (3 in Of Cn v, egv5y (.'Csrtof PY s or ay 5vtanmr of vty of Catania
;stmd=(Gaaamr)(+)becoxm karywt(ii)baoma auLleam mY vrolua vyainvalm:ryba:Y^�=Tm mrgmiaSm Ptna in�.l��e}eaxagOs"
�, (r.) mates w aasi`tmvot for d= 5mafe of aaiiiva (v) agmina m Mm:am Om v!yvvtmiaa o(a tmeiva far all or wy of ds ass4 (i) ndm3tc in
Oilaym pv9 im b;La oct5eyhwme duem(vs.mtva5wavy tperolm�nrymvnalwmy Iigvidadanmdkmludec;
-r arq Cavnvt Ppoo ¢ wY GauwtK de4ahs s,� sp�yy oUUuu ¢pemmt vv^ GF� m wy aifi.'iax of G>.,CM$; ad
o[ aa'ut, pmtmy m atha tvaurGy d+@ to av=m tlu pertmmanm et Cuttvna:te ob!i�at'vva mvl¢ t}tia Imc upves, remlimla m in tlu ceammb!e
n I LM5bawxawmtl
___..r.., o...... tt.enM aFlSS sill lava the wti®b declae the emirc t;i®ce Of tat fm t5e taaaida of dR amM kau m-tr. ivmsd'amU'tltm
Ii GEQ1[S'HI Te Coaea,�. mwEvet ol!kfailt lha+aty, GEC6S acy qS'
I( Mau is mF of L's abEasurms otl iim:ms m paid
¢ mutt b be
�pMartmA�e➢ �.O..4. Mpddmpafoavd by Cmromatadathk Leua.M rmova Sam Cartoavnadditivmlm:a0>.mmm+umpd ¢Um ream. otY
:d Su4rt
flMcn 0.roltinQ ary odta Provk!on oI tbu Lmc oolfgon the oc:ureux o.` w Evmt of De6m14 GECMS -ill haw [hc vnmNiam ridd, rvlthoa room, tla:uad a oAer
Ltiw,mmoffapmaCwmrmrvY+mwrJs GECNS nayhoW uprcptvnvattm fm GEC5fSlictilciom CLnoma a4aTmm ro;lfimdieb hrerr.
i:akss ad�vimpraSRn'edby 4r. GE(MS mtll h deenrd ro>roaasserctsd such ' to saeRaatl b iave Dude a nSnge tea"v3twY avb seou 3mmcF::ely open the
oamtevm of aoy Evvatd OehWt 5Y Cutt®m.
It+tedOtm<af. MwdmvoR ModNnM1eq MLmli+vmm
(� Cmtoaa -01 not5sae lhv ndamew{adtklcVemro m'vlKtamo(n:: nisc Lirc ammamshpoaeseiovo(any efil:e Pgvipvm:ro my pvson yr eo:iry q5a
t5aa aEofs, .a5am n�!m «etlw aonsan ar cetxs GECM9 mar .ra ak I,mte .m c: tatms tx;rm aMa m,a Ian. «cf�tfs � ane5
aztlpmta4 ee essiyuu �9�e4sidmwd mmeAJapatassc MmsvatuNero GcCldS sla Ais4au
@) 7hk Leasc mvaitM tle wtte etrcemwt Lnsm t5e Psrda P?Um'vt� m t5o rvbjxt mvaa of We t.u+s No epcmrAc, mp�vsmmPp� m cadacmndin5s not
specificallrmintivd in lFu]�se wSti beb[tdN{apvo ayollhcpeo:e 5crco mtkss mdmAm �:dnF mdeimed br din P:+tiesmbc baui3 dceSy. !`q ix�ev.
rmtl:Zmcxs or�WdenNsa m t5u I.wte vr:li rot be Etad'mg on GECN.S tmlcm dyrcd py w wt5>nm! v ma a GEf7A. 1TS Lea- vnT Sc Yvveaed o6 b u
__�... __ _ �_..___.a.rcwwM.t.w�ftMf—�----:dtafPamurhaw vndaut regaepa:d tv plieeiPim vfehoim al Rms.
Exhibit B
Buildings
787662.5/SP3/13 14 /0101/092105