2002-319FILE REFERENCE FORM 2002-319
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILES Date Initials
First Amendment to Lease [original is attached]
11/01/06
JR
S-.Q ibowrnu~orammm~nz~a R L Wclu Fv .ft
ORDINANCE NO. JC0 -,31g
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A LEASE
AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND WELLS FARGO BANK
TEXAS, NATIONAL ASSOCIATION FOR LEASE OF SPACE FOR THE ECONOMIC
DEVELOPMENT DEPARTMENT AND THE PUBLIC TRANSPORTATION OFFICE;
AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Economic Development Department and the Public Transportation
Office desire to lease space in the Wells Fargo Bank Texas Building located at 101 South Locust
Street; and
WHEREAS, the lease would be for one year subject to six annual renewals depending on
the Council funding the lease payments in each fiscal year in the Economic Development
Department's budget; and
WHEREAS, the City Council deems it in the public interest to enter into a lease with
Wells Fargo Bank Texas to provide space for the Economic Development Department and the
Public Transportation Office; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the City Manager is hereby authorized to enter into a lease agreement
between the City of Denton and Wells Fargo Bank Texas to lease space for the Economic
Development Department and the Public Transportation Office, a copy of which lease is attached
hereto and incorporated by reference herein.
SECTION 2. That the City Manager is authorized expend funds and to perform the
obligations as required by the attached lease.
SECTION 3. That this ordinance shall become effective immediately upon its passage
and approval. c
PASSED AND APPROVED this the c day of 2002.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
S:Y I>i mis`ONLUnmbSLm l ~W 6FOg
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY: I/
Page 2
LEASE
BY AND BETWEEN
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
ASLANDLORD
AND
CITY OF DENTON,
AS TENANT
Wells Fargo Bank Building
101 South Locust
Denton, Texas 76201
14OUSTON_1\597454\3
14401-395 09/12/2002
FORM OFFICE LEASE - DENTON -WITHIMP Created 8/16/02
TABLE OF CONTENTS
Paee
ARTICLE 1.
- BASIC LEASE PROVISIONS
..................................................1
1.1
Basic Lease Provisions
..................................................1
ARTICLE 2.
- LEASE OF PREMISES
..................................................3
2.1
Premises
..................................................3
2.2
Common Areas
..................................................3
2.3
Rentable Area
..................................................4
ARTICLE 3.
- TERM AND POSSESSION
..................................................4
3.1
Term
..................................................4
3.2
Rent Commencement Date
...................................................4
3.3
Leasehold Improvements
...................................................4
3.4
Confirmation of Commencement Date
...................................................4
3.5
Surrender
...................................................4
3.6
Holdover
...................................................4
3.7
Removal of Tenant's Property
...................................................5
ARTICLE 4.
- RENT
...................................................5
4.1
Rent
...................................................5
4.2
Payment of Rent
...................................................5
4.3
Base Year Operating Expense
...................................................5
4.4
Adjustment of Base Rent
...................................................5
4.5
Estimated Operating Expenses
...................................................5
4.6
Reconciliation
...................................................5
4.7
Occupancy Factor
...................................................5
4.8
Operating Expenses
...................................................5
4.9
Excluded Operating Expenses
...................................................5
4.10
Late Charge
...................................................5
4.11
Personal Property Taxes
...................................................6
4.12
Security Deposit
...................................................6
4.13
Determination of Charges
...................................................6
ARTICLE 5.
USE AND OCCUPANCY
...................................................6
5.1
Use
...................................................6
5.2
Rules and Regulations
...................................................6
5.3
Compliance With Laws
...................................................6
5.4
Access to Premises
...................................................7
5.5
Quiet Enjoyment
...................................................7
ARTICLE 6.
- LANDLORD'S SERVICES
...................................................7
6.1
Landlord's Services
...................................................7
6.2
Services at Tenant's Cost
...................................................8
6.3
Electrical Services
...................................................8
HOUSTON 1\597454\3
14401-395 09/12/2002
TABLE OF CONTENTS
(Continued)
Pace
6.4 Telephone Services ..................................................................................................8
6.5 Interruption of Services ............................................................................................8
ARTICLE 7. - REPAIRS AND ALTERATIONS .........................................................................8
7.1 Landlord Repairs ......................................................................................................8
7.2 Tenant Repairs .........................................................................................................9
7.3 Alterations ................................................................................................................9
ARTICLE 8. - INSURANCE AND INDEMNITY ........................................................................9
8.1 Landlord's Insurance ................................................................................................9
8.2 Tenant's Insurance ..................................................................................................10
8.3 Waiver of Claims ...................................................................................................10
8.4 Indemnity by Tenant ..............................................................................................10
ARTICLE 9. - FIRE OR OTHER CASUALTY ..........................................................................10
9.1 Substantial Destruction ..........................................................................................10
9.2 Partial Destruction .................................................................................................10
9.3 Reconstruction .......................................................................................................10
ARTICLE 10. - CONDEMNATION ...........................................................................................10
10.1 Condemnation ........................................................................................................10
10.2 Awards ...................................................................................................................11
ARTICLE 11. - SUBORDINATION AND ATTORNMENT .....................................................11
11.1 Subordination .........................................................................................................11
11.2 Attomment .............................................................................................................11
11.3 Lender Requests .....................................................................................................1 l
ARTICLE 12. - ASSIGNMENT AND SUBLETTING ...............................................................11
12.1 Assignment ............................................................................................................11
12.2 Excess Rent ............................................................................................................12
12.3 Tenant's Liability ...................................................................................................12
12.4 No Waiver ..............................................................................................................12
ARTICLE 13. - DEFAULT AND REMEDIES
................................................................12
13.1
Tenant Default
................................................................12
13.2
Landlord's Rights Upon Default
................................................................13
13.3
Landlord Default
................................................................13
13.4
Tenant's Remedies
................................................................13
13.5
Reletting
................................................................14
13.6
Bankruptcy
................................................................14
13.7
Costs
................................................................15
13.8
Landlord's Right to Perform
................................................................15
Page ii
HOUSTON 1\597454\3
14401-395 09/12/2002
TABLE OF CONTENTS
(Continued)
F=
13.9 Non-Waiver ............................................................................................................15
13.10 Landlord's Liability ................................................................................................15
ARTICLE 14. - LANDLORD'S LIEN .........................................................................................16
14.1 Landlord's Lien ......................................................................................................16
ARTICLE 15. - ASBESTOS DISCLOSURE ..............................................................................16
15.1 Disclosure ..............................................................................................................16
ARTICLE 16. MISCELLANEOUS
........................................................16
16.1
Amendment
........................................................16
16.2
Severability
........................................................16
16.3
Estoppels
........................................................16
16.4
Successors
........................................................16
16.5
Notice
........................................................16
16.6
Captions
........................................................17
16.7
Number and Gender
........................................................17
16.8
Governing Law
........................................................17
16.9
Inability to Perform
........................................................17
16.10
Broker
........................................................17
16.11
Entire Agreement
........................................................17
16.12
Construction
........................................................17
16.13
Time of the Essence
........................................................17
16.14
Parking
........................................................17
16.15
Attomeys' Fees
........................................................17
16.16
Conflict
........................................................18
16.17
Use of Name
........................................................18
16.18
Relocation
........................................................18
16.19
Tenant's Financial Statements
........................................................18
16.20
Authority
........................................................18
16.21
Waiver of Jury
........................................................18
16.22
Additional Conditions to Lease
........................................................18
16.23
Lease Guaranties
........................................................18
16.24
Counterparts
........................................................18
16.25
Tenant's Termination Right
........................................................18
16.26
Exhibits
........................................................18
Page iii
HOUSTON 1\597454\3
14401-395 09/12/2002
OFFICE LEASE
This Lease is made and entered into as of the1day of October, 2002 ("Effective Date")
by and between WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, a national
banking association and successor by merger to First State Bank of Texas ("Landlord"), and
CITY OF DENTON ("Tenant").
WITNESSETH:
ARTICLE 1. - BASIC LEASE PROVISIONS
1.1 Basic Lease Provisions. The following provisions set out various basic terms of
this Lease and are sometimes referred to as the "Basic Lease Provisions."
(a)
(b)
(c)
(d)
(e)
M
Building Name: Wells Fargo Bank Building
Address: 101 South Locust
Denton, Texas 76201
Land: The tract(s) of land described in Exhibit "A"
attached hereto.
Floor(s): 5th
Suite(s): 500
Rentable Area - Premises: 4,916 sq. ft.
Rentable Area - Building: 72,091 sq. ft.
Tenant's Share: N/A
Base Rent:
Lease Year
Annual Base Rent
1
$66,000.00
2
$67,644.00
3
$69,414.00
4
$71,086.00
5
$72,625.00
6
$74,625.00
7
$76,529.00
HOUSTON 1\59745413
14401-395 09/12/2002
Page 1
(g) Base Year:
(h) Parking:
N/A
[See Exhibit "E"]
(i) Term: 7 year(s), commencing on the Rent Commencement
Date
(j) Rent Commencement Date: November 1, 2002
Expiration Date: October 31, 2009, unless this Lease is earlier
terminated in accordance with its provisions, in
which event the Expiration Date is the date of the
earlier termination.
(k) Security Deposit: None
(1) Tenant's Broker(s): None
Landlord's Broker(s): Wilcox Development
(m) Permitted Use: General Office Purposes and any related uses
necessary to the activities of Tenant's Economic
Development Department and Public Transportation
Office.
(n) Renewal Options: 1 5-year [See Exhibit "F", if applicable]
(o) Expansion Options: None [See Exhibit "G", if applicable]
(p) Tenant's Termination Rights: [See Section-9-.1 (Substantial Destruction);
Section 10.1 (Condemnation); Section 13.4
(Tenant's Remedies Upon Landlord's
Default); Section 16.25 (Cessation of
Funding)]
(q) Addresses for notices due under this Lease:
Lan1 r Tenant
Wells Fargo Bank Texas, N.A.
Attention: Mark D. Riley
801 Travis, 151h Floor (MAC#T5004-155)
Houston, Texas 77002
with copy to:
City of Denton Economic Development
Attention: Linda Ratliff
102 South Locust, Suite 500
Denton, TX 76201
Taxpayer I.D. No. 75-6000514_ per
Request for Taxpayer Identification attached
hereto as Exhibit "H"
Page 2
HOUSTON 1~597454\3
14401-395 09/12/2002
Wells Fargo Bank Texas, N.A.
c/o Wells Fargo Bank
Attn: Asset Manager
Corporate Properties Group (MAC #E2064-072)
333 South Grand Avenue, 7th Floor
Los Angeles, California 90071
(r) Sublandlord's address for payment of Rent due under this Sublease:
Denton Building
c/o Woodmont Companies
P. O. Box 200912, Dept. 101374
Dallas, Texas 75320-0912
(s) Lease Guaranties: None
ARTICLE 2. - LEASE OF PREMISES
2.1 Premises. Landlord leases to Tenant, and Tenant leases from Landlord, the space
in the Building located on the floor(s) set out in subsection (c) of the Basic Lease Provisions,
containing the Rentable Area set out in subsection (d) of the Basic Lease Provisions, and shown
on the floor plan(s) attached hereto as Exhibit "A-1" (the "Premises"). The Building, Land, the
parking garage, if any, and all other improvements and appurtenances to the Building, Land, and
parking garage, if any, are referred to in this Lease collectively as the "Project".
2.2 Common Areas. Landlord grants to Tenant the non-exclusive right to use the
General Common Areas, On-Floor Common Areas and Service Areas (as those terms are
hereinafter defined). "General Common Areas" means those areas within (and measured from
the mid-point of the walls enclosing) the Building's elevator machine rooms, main mechanical
and electrical rooms, public lobbies, management office, if any, and other areas used in
connection with the operation of the Building or to provide customary services to the Building
and not leased to tenants. "On-Floor Common Areas" means all areas within (and measured
from the mid-point of the walls enclosing) public corridors, elevator foyers, rest rooms,
mechanical rooms, janitor closets, telephone and equipment rooms, and other similar facilities
for the use of all tenants on the floor on which the Premises are located. In the case of a floor
leased to more than one tenant, the allocation of the square footage of the On-Floor Common
Areas on the floor is equal to the total On-Floor Common Areas on the floor multiplied by a
fraction, the numerator of which is the Rentable Area of the portion of the Premises (excluding
the allocation of the General Common Areas and excluding the allocation of the On-Floor
Common Areas) located on the floor and the denominator of which is the Rentable Area of all
office space leased or held for lease on the floor (excluding the allocation of General Common
Areas and the allocation of the On-Floor Common Areas). "Service Areas" means the areas
within (and measured from the mid-point of the walls enclosing) Building stairs, fire towers,
elevator shafts, flues, vents, stacks, pipe shafts, and vertical ducts and such other rooms not
actually available to Tenant for its furnishings and personnel. Areas for the specific and
exclusive use of Tenant and installed at the request of Tenant, such as special stairs or elevators,
are not included within the definition of Service Areas. Tenant's pro rata share of the General
Page 3
HOUSTON R597454\3
14401-395 09/12/2002
Common Areas and On-Floor Common Areas is included in the Rentable Area of the Premises
specified in subsection (d) of the Basic Lease Provisions.
2.3 Rentable Area. The term "Rentable Area" means the area or areas determined
in square feet, as follows: (i) the Rentable Area for the Building is the entire area bounded by
the interior of the exterior walls of all tenant floors in the Building, excluding only the area
contained within the Service Areas and (ii) the Rentable Area of the Premises is the area
occupied exclusively by Tenant plus Tenant's pro rata share of the General Common Areas and
the On-Floor Common Areas. Areas will be computed by measuring to the finished surface of
the finished side of the corridor and other permanent walls, to the center of partitions that
separate the space from adjoining tenant space, and to the inside finished surface of the dominant
portion of the permanent outer Building walls, excluding any General Common Areas, On-Floor
Common Areas, and Service Areas. For purposes of this Lease, the parties stipulate that the
Rentable Area of the Building and the Rentable Area of the Premises are as set out in subsection
(d) of the Basic Lease Provisions.
ARTICLE 3. - TERM AND POSSESSION
3.1 Term. This Lease is effective on the date it is signed by both Landlord and
Tenant. It will continue for the term set out in subsection (i) of the Basic Lease Provisions. This
period of time, as it may be modified in accordance with this Lease, is called the "Term."
Subject to the remaining provisions of this Article, the Term will commence on the Target Rent
Commencement Date shown in subsection 0) of the Basic Lease Provisions and will expire,
without notice to Tenant, on the Target Expiration Date shown in the same subsection.
3.2 Rent Commencement Date. The Rent Commencement Date is November 1,
2002
3.3 Leasehold Improvements. Landlord will install the leasehold improvements in
the Premises in accordance with the provisions set out in Exhibit "C" to this Lease.
3.4 Confirmation of Commencement Date. N/A
3.5 Surrender. Tenant will vacate and surrender the Premises peaceably on the
expiration or earlier termination of the Term. At the time of surrender, the Premises must be in
good order and condition except for ordinary wear and tear and damage caused by fire, other
casualty, or condemnation. All obligations of Tenant for the period of time prior to the
expiration or earlier termination of the Term will survive the expiration or termination.
3.6 Holdover. If Tenant remains in possession of the Premises after the expiration or
earlier termination of this Lease, all of the obligations of Tenant under this Lease will continue,
except that Tenant's occupancy will be as a tenant-at-sufferance, terminable at any time. If
Tenant has not obtained Landlord's written consent to Tenant's continued occupancy during any
holdover period, Tenant must pay daily rental at one and one-half times the per day Rent payable
with respect to the last full calendar month immediately prior to the end of the Term or
termination of this Lease, calculated on the basis of a 30-day month. In addition, Tenant will be
liable to Landlord for all damages (including consequential damages) sustained by Landlord as a
result of Tenant's holding over.
Page 4
HOUSTON] \597454\3
14401-395 09/12/2002
3.7 Removal of Tenant's Property. Tenant is the owner of all movable trade
fixtures, equipment, furniture, and supplies placed in or on the Premises by Tenant. Tenant has
the right to remove that movable equipment, furniture, and supplies on or prior to termination of
this Lease. At the request of Landlord, Tenant, at its own cost and expense, must remove all
alterations, installations, additions, or improvements to the Premises made by Tenant after its
initial occupancy and not approved in writing by Landlord. Tenant must repair any injury to the
Premises or Building resulting from the removal(s). Unless Tenant has made prior arrangements
with Landlord and Landlord has agreed in writing to permit Tenant to leave these items on the
Premises, for an agreed period or otherwise, if Tenant does not remove the items prior to
termination, Landlord has the right to have these items removed and stored at Tenant's expense
(without liability to Tenant for any damage to the items occasioned by such removal or storage)
and to have all damage to the Premises or Building resulting from the removal repaired at the
cost of Tenant.
ARTICLE 4. - RENT
4.1 Rent. Tenant agrees to pay rent ("Base Rent") to Landlord throughout the Term
in the amount of the Annual Base Rent set out in subsection (f) of the Basic Lease Provisions.
The term "Rent" means Base Rent and all other amounts required to be paid by Tenant under the
terms of this Lease other than Base Rent.
4.2 Payment of Rent. Tenant must pay Base Rent to Landlord in annual installments
in advance on November 1, 2002 and on November 1 of each subsequent calendar year during
the Term. All Rent will be paid without notice, demand, abatement, deduction, or offset except
as expressly set out in this Lease. The Rent payable by Tenant is consideration for this Lease
and must be paid to Landlord in legal tender of the United States of America at the times and in
the amounts set out in this Lease. Rent is payable to Landlord at the address specified in
subsection (r) of the Basic Lease Provisions or to such other person or at such other address as
Landlord may from time to time designate in writing.
4.3 Base Year Operating Expense. Intentionally deleted.
4.4 Adjustment of Base Rent. Intentionally deleted.
4.5 Estimated Operating Expenses. Intentionally deleted.
4.6 Reconciliation. Intentionally deleted.
4.7 Occupancy Factor. Intentionally deleted.
4.8 Operating Expenses. Intentionally deleted.
4.9 Excluded Operating Expenses. Intentionally deleted.
4.10 Late Charge. If Tenant fails to pay any regular monthly installment of Base Rent
by the 15th day of the month in which the installment is due, or any other sum or money owed to
Landlord within 15 days after the sum is due and owing to Landlord, Tenant must pay a late
charge equal to 10% of the amount due for each and every 30-day period that the amount
Page 5
HOUSTON 1\597454\3
14401-395 0_9/12/2002
remains unpaid (but in no event will the amount of the late charge exceed an amount based upon
the highest legally permissible contract rate chargeable at any time by Landlord under the
circumstances) to compensate Landlord for the administrative expenses incurred. If Tenant
makes a partial payment of past due amounts, the amount of the partial payment will be applied
first to reduce all accrued and unpaid late charges, in inverse order of maturity, and then to
reduce all other past due amounts, in inverse order of their maturity.
4.11 Personal Property Taxes. Tenant is responsible for ad valorem taxes on its
personal property and on the value of the leasehold improvements in the Premises to the extent
that those improvements exceed Building standard.
4.12 Security Deposit. Intentionally Deleted.
4.13 Determination of Charges. Landlord and Tenant agree that each provision of
this Lease for determining charges and amounts payable by Tenant is commercially reasonable
and, as to each such charge or amount, constitutes a statement of the amount of the charge or a
method by which the charge is to be computed for purposes of Section 93.004 of the Texas
Property Code.
ARTICLE 5. USE AND OCCUPANCY
5.1 Use. Tenant must use and occupy the Premises only for the purpose(s) specified
in subsection (m) of the Basic Lease Provisions and for no other purposes. Tenant must not do,
or permit anything to be done, in or about the Premises nor bring or keep anything in the
Premises that will in any way increase the existing rate of, or affect, any fire or other insurance
upon the Project or any of its contents, or cause cancellation of any insurance policy covering all
or any part of the Project or any of its contents. Tenant may not do anything, and must use
reasonable efforts to cause its agents, employees, and contractors not to do anything, in or about
the Premises that will in any way obstruct or interfere with the rights of other tenants or
occupants of the Project or injure or annoy them or create unreasonable elevator loads or
otherwise interfere with standard Building operations. Tenant will not permit any nuisance in,
on, or about the Premises.
5.2 Rules and Regulations. Tenant, its servants, employees, agents, visitors, and
licensees, will observe faithfully and comply strictly with the Rules and Regulations set out in
Exhibit "D" and will abide by and conform to any additional or substitute rules and regulations
for the Building subsequently adopted by Landlord after Tenant receives a copy of them.
Landlord will use reasonable efforts to apply to the Rules and Regulations uniformly among the
tenants in the Building.
5.3 Compliance With Laws. Tenant will comply with, and will use its reasonable
efforts to cause its agents, employees, and contractors to comply with, all laws, ordinances,
orders, rules, and regulations (state, federal, municipal, and other agencies or bodies having any
jurisdiction over the Project) relating to the use, condition, or occupancy of the Premises,
including, without limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended by Superfund Amendments and Reauthorization Act of 1986,
the Hazardous Materials Transportation Act, the Resources Conservation and Recovery Act of
1976, as amended, environmental laws of the State of Texas, and the regulations promulgated
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HOUSTON-1\597454\3
14401-395 09/12/2002
pursuant to such laws (collectively, "Environmental Laws") and the Americans With Disabilities
Act ("Act") and all rules and regulations applicable to the Act. Landlord will comply with, and
will use its reasonable efforts to cause its agents, employees, and contractors to comply with, all
laws, ordinances, orders, rules, and regulations (state, federal, municipal, and other agencies or
bodies having any jurisdiction over the Project) relating to the use, condition, or occupancy of
the Project, excluding the Premises.
5.4 Access to Premises. Landlord, its agents, employees, and representatives, may
enter the Premises at any time without notice in order to provide or perform emergency or
routine maintenance in the Premises. Landlord, its agents, employees, and representatives may
enter the Premises upon reasonable notice to Tenant under the circumstances for any purpose
Landlord reasonably determines is necessary for the operation and maintenance of the Building,
including, without limitation, exhibiting the Premises to prospective purchasers, mortgagees, or
tenants. The notice described in the preceding sentence may be oral.
5.5 Quiet Enjoyment. If Tenant pays Rent and keeps and performs the conditions
and covenants contained in this Lease required to be performed by Tenant, Tenant may
peaceably and quietly enjoy the Premises for the Term. Tenant's occupancy and enjoyment of
the Premises, however, is subject to (i) any underlying leases and mortgages, (ii) all applicable
laws and other governmental and legal requirements, (iii) applicable insurance requirements and
regulations, and (iv) the provisions of this Lease.
ARTICLE 6. - LANDLORD'S SERVICES
6.1 Landlord's Services. Except as provided for to the contrary in this Lease,
Landlord agrees to furnish, at Landlord's expense, the following services to Tenant:
(a) Subject to curtailment as required by governmental laws, rules, or
regulations, air conditioning and heating in season, at the temperatures, and in the
amounts considered to be standard during normal Building hours, which presently are
7:00 a.m. to 6:00 p.m. on weekdays and 8:00 a.m. to 1:00 p.m. on Saturdays, exclusive of
Holidays (as defined in the Rules and Regulations).
(b) Janitorial services in the Premises and public portions of the Project for all
days except Saturdays, Sundays, and Holidays.
(c) Water at those points of supply provided for drinking, toilet, and lavatory
purposes.
(d) If the Building contains elevators, automatic passenger elevator service
and freight elevator service (in common with other tenants) for access to and egress from
the Premises. Landlord may limit the number of elevators in operation on Sundays,
Holidays, and during other non-business hours.
(e) Electric lighting service for all public portions of the Project and Building
standard lighting in the Premises.
Page 7
HOUSTON 1\597454\3
14401-395 09/1212002
(f) Electric energy for normal office equipment of normal electrical
consumption, such as personal computers, typewriters, dictation machines, and
calculators.
6.2 Services at Tenant's Cost. Intentionally deleted.
6.3 Electrical Services. If permitted by applicable law, Landlord has the right at any
time and from time to time during the Term of this Lease to contract for electrical service to the
Building with any electrical service provider ("Service Provider"). If Landlord selects a new
Service Provider, Landlord will use commercially reasonable efforts to insure that the transition
to the new Service Provider will not unreasonably disturb the operation of Tenant's business in
the Premises. Tenant agrees to cooperate with Landlord and any Service Provider at all times
and will allow Landlord and any Service Provider reasonable access to the Building's electric
lines, feeders, risers, wiring, and any other machinery located within the Premises.
6.4 Telephone Services. Landlord will allow the local telephone service provider to
install telephone service and to assign a location for telephone cabinets. Landlord will provide
access to the roof of the Building for the location of a satellite dish to provide computer network
connection for Tenant. Tenant's technical services employees will be permitted to connect and
repair computer cables and connections. Landlord will permit local cable television
representatives to connect cable service to the Premises. Notwithstanding anything to the
contrary in the preceding sentences, Tenant may not make any penetrations in the roof without
Landlord's prior written consent.
6.5 Interruption of Services. Landlord agrees to use commercially reasonable
efforts to cause any company providing electricity, gas, water, or other services to the Building
to furnish these utilities. Landlord will not be in default under this Lease if Landlord uses
reasonable diligence to restore the services after Landlord receives written notice of a problem.
The interruption in services will not be construed as an eviction of Tenant, nor will it entitle
Tenant to any reduction, abatement, offset, or refund of Rent except as set forth in the remainder
of this Section or be the basis of a claim for damages from Landlord. Notwithstanding anything
to the contrary in this Section, if the interruption substantially handicaps, impedes, or impairs the
normal use of the Premises by Tenant for the purposes authorized in this Lease and the
interruption has not been restored within 5 days after delivery to Landlord by Tenant of a written
notice setting forth, in reasonable detail, a description of the services not furnished, Tenant's sole
remedy and relief, is an abatement of Base Rent for the portion of the Premises affected,
beginning on the 6th day following Tenant's notice and continuing until the services have been
restored.
ARTICLE 7. - REPAIRS AND ALTERATIONS
7.1 Landlord Repairs. Landlord will maintain in good condition and repair (i) the
roof, floor, subfloor, and foundation of the Building; (ii) the parking areas, parking structures,
and landscaping within the Project; (iii) all load bearing and structural elements of the Building
and the Premises; (iv) the General Common Areas, On-Floor Common Areas, and Service Areas
(including, without limitation, all doors, corridors, windows, and other structures therein); (v) the
structural soundness of exterior walls of the Building and the Premises; and (vi) all equipment
(other than Tenant's Equipment) servicing the Premises. Landlord expressly reserves the right, in
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its sole discretion, to temporarily or permanently change the location of, close, block, or
otherwise alter any entrances, corridors, skywalks, tunnels, doorways, driveways, or walkways
leading to or providing access to the Building or otherwise to restrict the use of those areas of the
Project provided Landlord's activities do not unreasonably impair Tenant's access to the
Premises. Landlord will not incur any liability whatsoever to Tenant as a consequence of any
activity described in the preceding sentence, and none of those activities will create a breach of
any of Landlord's obligations under this Lease. Landlord will take reasonable steps to notify
Tenant within a reasonable time in advance of any alterations, modifications, or other actions of
Landlord under this Section. Except as set out in this Section or elsewhere in this Lease,
Landlord is not required to make any improvements to or repairs of any kind or character to the
Premises during the Term of this Lease.
7.2 Tenant Repairs. Except as provided in Section 7.1, Tenant, at Tenant's sole cost
and expense, will maintain and repair the Premises. Subject to the provisions of Article 9
(regarding casualty), and Article 10 (regarding condemnation), Tenant must repair or replace any
injury or damage to the Premises or Project, or their appurtenances or fixtures, caused by or
resulting from the acts, omissions, or neglect of Tenant or Tenant's employees, servants, agents,
assignees, or subtenants. All workmen, artisans, and contractors employed for these purposes
must be obtained through or specifically approved by Landlord prior to the commencement of
any work. If Tenant fails to repair or replace any damage to the Premises or Project resulting
from the negligence or intentional act of Tenant, its employees, servants, agents, assignees, or
subtenants, within 30 days following written notice from Landlord of the need for any repairs,
Landlord may, but is not obligated to, cause the maintenance, repair, or replacement to be done.
Tenant must reimburse Landlord for all reasonable costs related thereto within 30 days following
written demand.
7.3 Alterations. Tenant will not make any alterations, installations, additions, or
improvements in, on, or to any structural portion of the Premises under any circumstances.
Tenant will not make any alterations, installations, additions, or improvements in, on, or to any
other portion of the Premises without Landlord's prior written consent. All work must be
performed in a manner, and by workmen and contractors, satisfactory to Landlord. All
alterations, installations, additions, or improvements (including, but not limited to, paneling,
partitions, and fixtures) made by or for Tenant to the Premises, at Landlord's option, will remain
in, and be surrendered with, the Premises and, subject to Section 3.6 of this Lease, will become
the property of Landlord at the expiration or termination of this Lease or the termination of
Tenant's right to possession of the Premises. Nothing contained in this Section will preclude
Tenant from hanging pictures, paintings, plaques, and similar items on the walls of the Premises.
These items will remain the personal property of Tenant and may be removed by Tenant upon
the expiration or earlier termination of this Lease.
ARTICLE 8. - INSURANCE AND INDEMNITY
8.1 Landlord's Insurance. Landlord will insure the Building (excluding Tenant's
goods, furniture, or property placed in the Premises and non-Building standard improvements)
and will maintain liability and other insurance in the amounts Landlord, in its sole discretion,
determines is appropriate. So long as Landlord is Wells Fargo Bank Texas, N.A., Landlord has
the right to self insure in lieu thereof.
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8.2 Tenant's Insurance. Landlord accepts Tenant's self insurance as adequate, and
Tenant agrees to maintain its current self insurance program on the Premises during the Term of
this Lease.
8.3 Waiver of Claims. Intentionally deleted.
8.4 Indemnity by Tenant. Intentionally deleted.
ARTICLE 9. - FIRE OR OTHER CASUALTY
9.1 Substantial Destruction. If (i) either the Premises or the Building is totally
destroyed by fire or other casualty or damaged so that rebuilding cannot reasonably be
substantially completed within 150 days after Landlord's receipt of written notification of the
damage or (ii) the Building is damaged to the extent that it is unsuitable for use in a manner
comparable to its use prior to the damage and the damage cannot be repaired and the Building
restored to that use within 150 days from the date of the damage, either party may terminate this
Lease upon written notice to the other within 30 days after both parties are notified as to the
length of the period required to rebuild or repair the Building. If the Lease is terminated, the
Rent will be abated for the unexpired portion of the Lease, effective as of the date of the damage.
9.2 Partial Destruction. If this Lease is not terminated pursuant to Section 9. 1,
Landlord will proceed with reasonable diligence to rebuild or repair the Building, Premises, and
other improvements to substantially the same condition in which they existed prior to the
damage. If Tenant's use of the Premises is materially impaired because of the damage, the Rent
payable under this Lease during the period of impairment will be equitably reduced based on the
degree to which Tenant's use of the Premises is impaired. The reduction in the Rent will
continue until the earlier to occur of the date (i) Landlord tenders possession of the damaged
portion of the Premises to Tenant or (ii) Tenant resumes full operation of its business at the
Building. Landlord is not required to expend funds in excess of any insurance proceeds received
by Landlord for the repair or restoration. Landlord's obligation to rebuild or restore under this
Section is limited to restoring the Premises and Building to substantially the condition in which
they existed prior to the damage, exclusive of improvements for which Tenant is responsible
under the terms of this Lease. Promptly following Landlord's completion of its work, Tenant, at
its sole cost and expense, must proceed with reasonable diligence to restore those improvements
for which Tenant is responsible under this Lease to substantially the condition in which they
existed prior to the damage.
9.3 Reconstruction. If Landlord elects to repair and reconstruct as provided in
Section 9.2 of this Lease, Landlord will use reasonable efforts to effect the repairs and
reconstruction in a manner that does not unreasonably interfere with Tenant's occupancy.
ARTICLE 10. - CONDEMNATION
10.1 Condemnation. If all or substantially all of the Premises is taken by eminent
domain or for any public or quasi-public use or purpose, this Lease will terminate on the date the
condemning authority takes possession. If only a portion of the Project other than the Premises
is taken, this Lease, at Landlord's election, either will (i) terminate on the date the condemning
authority takes possession or (ii) continue in full force and effect. If only a part of the Premises
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is taken and the part remaining will not permit Tenant to continue to operate its business from
the Premises, Tenant may terminate this Lease effective as of the date the condemning authority
takes possession. If Tenant elects to terminate, it must provide Landlord with written notice
within 30 days following the date Tenant receives notice of the taking. If Tenant does not elect
to terminate the Lease, this Lease will continue in full force and effect as to that part of the
Premises not taken with Base Rent being reduced (from and after the date of the taking of
possession) in the proportion that the number of square feet of Rentable Area in the Premises
taken, if any, bears to the total number of square feet of Rentable Area contained in the Premises
immediately prior to the taking. Landlord will notify Tenant of its election within 30 days after
the date of the taking. If Landlord elects to continue this Lease, Landlord will proceed with all
reasonable diligence to restore the Premises to substantially its former condition. Landlord is not
required, however, to spend more than the amount received by Landlord as compensation for the
taking. All rights and obligations of Tenant under this Lease will terminate as of the date of the
taking of possession.
10.2 Awards. Landlord is entitled to any awards paid or made in connection with any
taking. Tenant has no claim against Landlord for the value of any unexpired portion of the
Term.
ARTICLE 11. - SUBORDINATION AND ATTORNMENT
11.1 Subordination. This Lease is subject and subordinate to any ground or master
leases affecting the Project or the Building, to all mortgages now or hereafter encumbering the
Project, and to all renewals, modifications, consolidations, replacements, enlargements, and
extensions of any those leases and mortgages unless the lessor or mortgagee elects to make this
Lease superior to its lease or mortgage. The provisions of this Section are self-operative and
require no further consent or agreement by Tenant. Tenant agrees, however, to execute any
consent or agreement requested by any lessor or mortgagee in connection with this Section.
11.2 Attornment. If any lease or mortgage is terminated or foreclosed, as the case
may be, this Lease (at the option of the lessor under the lease or the purchaser at the foreclosure
sale, as the case may be) will not terminate or be terminable by Tenant by reason of the
termination or foreclosure. Tenant must (if requested to do so) attorn to the lessor under the
lease or the purchaser at the foreclosure sale, as the case may be.
11.3 Lender Requests. If, in connection with financing or refinancing for the
Building or with any ground or underlying lease, the lender, lessor, or financier requests
reasonable modifications in this Lease, Tenant may not unreasonably withhold, delay, or defer its
consent to the changes if the modifications do not increase the obligations of Tenant under this
Lease or materially adversely affect the leasehold interest created by this Lease or Tenant's use
and enjoyment of the Premises.
ARTICLE 12. - ASSIGNMENT AND SUBLETTING
12.1 Assignment. Tenant not assign its rights under this Lease or sublet or license all
or any portion of the Premises without Landlord's prior written consent. If Tenant desires to
assign this Lease or sublet or license all or any portion of the Premises, Tenant must notify
Landlord in writing and must state the name of the proposed assignee, sublessee, or other
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transferee and the terms of the proposed assignment, sublease, or transfer. Tenant also must
provide financial information on, and state the nature and character of the business of, the
proposed assignee, sublessee, or transferee. Within 30 days following receipt of the notice,
Landlord, at its option, may retake possession of the Premises and terminate this Lease as of the
date on which the proposed assignment, sublease, or other transfer was to become effective. If
Landlord fails to respond to the notice within the 30-day period, Landlord will be deemed to
have rejected Tenant's request. The following are considered assignments for purposes of this
Section: (i) any change in a majority of the voting rights or other control rights of any corporate
tenant that is not registered on a national exchange or that is not required to register its stock with
the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of
1934 and (ii) any transfer of a general partnership interest in any tenant that is a partnership.
12.2 Excess Rent. Intentionally deleted.
12.3 Tenant's Liability. If Landlord consents to an assignment or sublease, Tenant
remains directly and primarily liable for the performance of all of the covenants, duties, and
obligations of Tenant under this Lease, and Landlord may enforce the provisions of this Lease
against Tenant or any permitted assignee or sublessee without demand upon or proceeding in any
way against any other person.
12.4 No Waiver. If Landlord consents to a particular assignment or sublease, that
consent may not be considered a consent to any other or subsequent transaction. If this Lease is
assigned or if the Premises are subleased without the permission of Landlord, Landlord
nevertheless may collect rent from the assignee or sublessee and apply the net amount collected
to the Rent payable under this Lease without waiving any provisions of this Lease or releasing
Tenant from the performance of the obligations of Tenant under this Lease. All subleases and
assignments are subordinate and subject to the provisions of this Lease and terminate
automatically upon the expiration or termination of this Lease or the termination of Tenant's
right to possession under this Lease.
ARTICLE 13. - DEFAULT AND
13.1 Tenant Default. Each of the following constitutes a "Default" by Tenant:
(a) Tenant fails to pay all or any part of the Rent within 10 days of the date
due.
(b) Tenant fails to fulfill or perform, in whole or in part, any of its obligations
under this Lease (other than the payment of Rent) within 30 days following written notice
to Tenant from Landlord.
(c) Tenant abandons all or any portion of the Premises.
(d) A receiver, trustee, or liquidator of the property of Tenant is appointed by
any court having jurisdiction over Tenant or Tenant voluntarily institutes proceedings for
the appointment of a receiver of the property of Tenant and the receiver, trustee, or
liquidator appointed is not discharged within 90 days after the appointment.
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(e) Tenant makes an assignment for the benefit of Tenant's creditors or admits
in writing Tenant's inability to pay its debts generally as they may become due.
13.2 Landlord's Rights Upon Default. If a Default occurs, Landlord may exercise
one or more of the following remedies at any time thereafter prior to the curing of the Default
without waiving any of Landlord's other rights under this Lease or available to Landlord at law
or in equity (Landlord's rights being cumulative):
(a) Terminate this Lease.
(b) Terminate Tenant's right to possession without terminating this Lease.
(c) Without court proceedings, re-enter and repossess the Premises and
remove all persons and property from the Premises and/or alter any locks and other
security devices without providing Tenant with a new key.
If Landlord elects to terminate this Lease, it may treat the Default as an entire breach of this
Lease; and Tenant will be liable to Landlord for damages equal to (i) the cost of recovering and
reletting the Premises, including, without limitation, the reasonable cost of remodeling the
Premises with Building standard improvements and leasing commissions attributable to the
unexpired portion of the Term; (ii) all unpaid Rent and other amounts earned or due as of the
termination date; and (iii) the discounted present value of the amount by which the Rent for the
remainder of the Term exceeds the then net fair market rental value of the Premises for the same
period of time. If Landlord elects to terminate Tenant's right to possession of the Premises
without terminating this Lease, Landlord may rent all or any portion of the Premises for the
account of Tenant to any person or persons, for such rent, and on such terms and conditions as
Landlord deems appropriate. Tenant will be liable to Landlord for the amount, if any, by which
the Rent for the unexpired balance of the Term exceeds the amount received by Landlord from
the reletting, after deducting the reasonable costs of repossession, reletting, remodeling, and
other expenses incurred by Landlord. Tenant must pay this amount in monthly installments on
the first day of each remaining month of the Term. Landlord is not liable for failure to collect
the rent due under the reletting, and Tenant is not entitled to any excess rents received by
Landlord. All rights and remedies of Landlord are cumulative and not exclusive. Tenant agrees
to surrender possession of the Premises.
13.3 Landlord Default. A "Landlord Default" occurs if Landlord fails to fulfill or
perform, in whole or in part, any of its obligations under this Lease within 30 days following
written notice to Landlord from Tenant specifying the nature of the default or, having so
commenced, thereafter fails to diligently and continuously (subject to force majeure) cure the
default.
13.4 Tenant's Remedies. If a Landlord Default occurs, Tenant may exercise one or
more of the following remedies at any time prior to the curing of Landlord's Default without
waiving any of Tenant's other rights under this Lease or available to Tenant at law or in equity
(Tenant's rights being cumulative):
(a) Perform Landlord's obligations and offset the reasonable costs and
expenses incurred by Tenant in doing so against future Rent as it becomes due.
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(b) Sue Landlord for damages suffered by Tenant as a consequence of
Landlord's default.
(c) Terminate this Lease.
13.5 Reletting. Tenant acknowledges that Landlord has entered into this Lease in
reliance upon, among other matters, Tenant's agreement and continuing obligation to pay all
Rent due throughout the Term. If a Default occurs under this Lease, Tenant agrees that Landlord
has no obligation to: (i) relet the Premises prior to leasing any other space in the Building;
(ii) relet the Premises (A) at a rental rate or otherwise on below-market terms , as then
determined by Landlord in its sole discretion; (B) to any entity not satisfying Landlord's then
standard financial credit risk criteria; (C) for a use that (1) is not consistent with Tenant's use
prior to Default, (2) would violate then applicable law or any restrictive covenant or other lease
affecting the Building; (3) would impose a greater burden on the Building's parking, HVAC, or
other facilities; and or (4) would involve any use of Hazardous Substances; (iii) divide the
Premises, install new demising walls, or otherwise reconfigure the Premises to make them more
marketable; (iv) pay any leasing or other commissions arising from the reletting unless Tenant
unconditionally delivers to Landlord good and sufficient funds to pay the full amount of the
commissions; and/or (vi) relet the Premises if Landlord would be required to alter other portions
of the Building, make ADA-type modifications, or otherwise install or replace any sprinkler,
security, safety, HVAC or other Building operating systems.
13.6 Bankruptcy. If the Default is one described in subsections (d) or (e) of
Section 13.1, any assumption and assignment must conform with the requirements of the
Bankruptcy Code providing, in part, that Landlord must be provided with adequate assurances
(i) of the source of Rent and other consideration due under this Lease; (ii) that the financial
condition and operating performance of any proposed assignee and its guarantors, if any, is
similar to the financial condition and operating performance of Tenant and its guarantors, if any,
as of the date of execution of this Lease; (iii) that any assumption or assignment is subject to all
of the provisions of this Lease (including, but not limited to, restrictions as to use) and will not
breach any use provision contained in any other lease for space in the Project, financing
agreement, or other agreement relating to the Project; and (iv) that any assumption or assignment
will not disrupt any tenant mix or balance in the Project. For purposes of this Section, "adequate
assurance" means that the following minimum requirements must be satisfied: (1) all monetary
defaults must be cured within 10 days after the date of assumption; (2) all actual monetary losses
incurred by Landlord (including, but not limited to, reasonable attorneys' fees) must be paid to
Landlord within 10 days after the date of assumption; and (3) within 10 days after the date of
assumption Landlord must receive a security deposit in the amount of 6 months Base Rent (using
the Base Rent in effect for the first full month immediately following the assumption) and an
advance prepayment of Base Rent in the amount of 3 months' Base Rent. If this Lease is
assumed in accordance with the requirements of the Bankruptcy Code and this Lease is
subsequently assigned, in addition to any other reasonable obligations that Landlord may require
and in order to provide Landlord with the assurances contemplated by the Bankruptcy Code,
Landlord must be provided with a) financial statements of the proposed assignee prepared in
accordance with generally accepted accounting principles consistently applied, though on a cash
basis, that reveal a net worth in an amount sufficient, in Landlord's reasonable judgment, to
assure the future performance by the proposed assignee of Tenant's obligations under this Lease
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or b) a written guaranty by one or more guarantors with financial ability sufficient to assure the
future performance by the proposed assignee of Tenant's obligations under this Lease. The
guaranty must be in form and content satisfactory to Landlord and must cover the performance
of all of Tenant's obligations under this Lease.
13.7 Costs. If a Default occurs, Tenant must reimburse Landlord on demand for all
costs reasonably incurred by Landlord in connection with the enforcement of this Lease,
including, but not limited to, reasonable attorneys' fees, court costs, and related costs, plus
interest on those amounts at the lesser of 18% per annum or the maximum rate of interest at
which Tenant may legally contract in the State of Texas from the date the costs are paid by
Landlord until Tenant reimburses Landlord.
13.8 Landlord's Right to Perform. If Tenant fails to perform any one or more of its
obligations under this Lease, in addition to the other rights of Landlord under this Lease or at law
or equity, Landlord may, but is not obligated to, perform all or any part of the obligations of
Tenant. Upon receipt of a demand from Landlord, Tenant must reimburse Landlord for (i) the
cost to Landlord of performing the obligations and reasonable profit and overhead, plus
(ii) interest on that amount at the maximum rate of interest at which Tenant may lawfully
contract in the State of Texas from the date the costs are paid by Landlord until Tenant
reimburses Landlord. If the obligation performed by Landlord involves any repair or
maintenance or the removing by Landlord of any improvements to the Premises or the use of the
Premises not authorized by this Lease, the reasonable profit and overhead is agreed to be 5% of
the cost to Landlord of performing such obligation.
13.9 Non-Waiver. Landlord's failure to seek redress for violation of, or to insist upon
the strict performance of, any covenant or condition of this Lease will not prevent Landlord from
exercising any of its remedies for a subsequent act or omission. Landlord's receipt of Rent, with
or without knowledge of the breach of any provision of this Lease, will not waive the breach
(except a breach of Tenant's obligation to pay the amount of Rent Landlord actually received),
will not reinstate this Lease or Tenant's right of possession if either or both have been terminated,
and will not otherwise affect any notice, election, action, or suit by Landlord. Landlord will not
be considered to have waived any provision of this Lease unless the waiver is in a writing signed
by Landlord. Landlord will not be considered to have terminated this Lease or accepted
surrender of this Lease as a result of an act or thing done by Landlord. Termination or
acceptance of a surrender of the Premises is valid only if it is contained in a writing signed by
Landlord.
13.10 Landlord's Liability. Landlord is not personally or corporately liable for any
judgment against Landlord relating to this Lease, and Tenant agrees to look solely to the then
current Landlord's interest in the Project for the recovery of any judgment. Landlord will not be
liable or responsible to Tenant for any loss or damage to any property or person occasioned by
theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order,
requisition or order of governmental body or authority, or any cause beyond Landlord's control,
or for any damage or inconvenience which may arise through repair or alteration of any part of
the Building.
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ARTICLE 14. - LANDLORD'S LIEN
14.1 Landlord's Lien. Landlord expressly waives its statutory landlord's lien on all
fixtures, equipment, and personal property (tangible and intangible) placed by Tenant in or on
the Premises.
ARTICLE 15. - ASBESTOS DISCLOSURE
15.1 Disclosure. Landlord has obtained a Building Materials Survey with respect to
the Building prepared by Lambert and Associates, Inc. ("Lambert") dated September 19, 2001
("Asbestos Report"), indicating that there is friable asbestos containing material ("ACM") on the
7`h and 91h floors of the Building and in the Basement. Lambert has established an Operation and
Maintenance Program for the Building. By its execution of this Lease, Tenant acknowledges
that it has received a copy of the Asbestos Report and the Operation and Maintenance Program.
ARTICLE 16. MISCELLANEOUS
16.1 Amendment. This Lease may not be modified or amended, in whole or in part,
except in a writing signed by all parties to this Lease.
16.2 Severability. If any term or provision of this Lease is held to be invalid or
unenforceable by a final judgment of a court of competent jurisdiction, the remaining terms and
provisions of this Lease will not be affected.
16.3 Estoppels. At the request of either party, Landlord and Tenant agree to execute
and acknowledge a certificate stating, among other things, the Rent Commencement Date and
Expiration Date, whether this Lease is in full force and effect, whether any amendments or
modifications exist, and whether there are any defaults under the Lease.
16.4 Successors. Subject to the limitations and conditions set out elsewhere in this
Lease, this Lease is binding upon and inures to the benefit of the parties to the Lease and their
respective heirs, legal representatives, successors, and permitted assigns and/or sublessees. The
term "Landlord", as used in this Lease, means only the owner of the Project at the time in
question so far as the performance of any covenants or obligations on the part of Landlord under
this Lease are concerned. If title to the Project is transferred, the party conveying title is relieved
of all liability and obligations of the Landlord arising under this Lease from and after the date of
the transfer if the transferor and transferee jointly notify Tenant, in writing, of the transfer of the
Project, including, the address of the transferee for notice purposes.
16.5 Notice. Except as otherwise provided in this Lease, any statement, notice,
demand, or other communication that Landlord or Tenant gives to the other is sufficient if the
notice is (i) hand delivered, (ii) sent by registered or certified mail, return receipt requested, or
(iii) delivered by third party commercial delivery service, in each instance addressed at the
address(es) specified in subsection (q) of the Basic Lease Provisions or at other address(es)
designated by the other party in accordance with this Section. Each notice given in accordance
with this Section is effective when actually received by the addressee with written evidence of
receipt if it is hand delivered or delivered by third party commercial delivery service or when
deposited in a receptacle of the United States mail if it is mailed.
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16.6 Captions. The captions in this Lease are inserted as a matter of convenience for
reference purposes. They do not define, limit, or describe the scope or the intent of any
provision of this Lease.
16.7 Number and Gender. All genders used in this Lease include the other genders.
The singular includes the plural, and the plural includes the singular.
16.8 Governing Law. This Lease will be construed and enforced in accordance with
the internal laws of the State of Texas without regard to choice of law or conflicts of law rules.
Venue of any suit involving a dispute over this Lease will be in a court of competent jurisdiction
sitting in Denton County, Texas.
16.9 Inability to Perform. Notwithstanding Section 15.13, whenever a period of time
is prescribed in the Lease for the taking of any action (other than monetary obligations) by
Landlord or Tenant, neither Landlord nor Tenant is liable or responsible for any delays due to
strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or
restrictions, or any other cause whatsoever beyond the control of the affected party, and any days
of delay that result from any of these events will be excluded from the computation of the time
period. Furthermore, the nonperformance or delay in performance by the affected party does not
constitute a breach or default under this Lease, constitute a total or partial eviction, constructive
or otherwise, by Landlord or Tenant, nor give rise to any claim against either Landlord or Tenant
for damages.
16.10 Broker. Landlord and Tenant represent and warrant to the other that they have
dealt only with the Broker(s) named in subsection (1) of the Basic Lease Provisions in connection
with this Lease and that, insofar as they know, no other broker negotiated or is entitled to any
commission in connection with this Lease.
16.11 Entire Agreement. All Exhibits, Addenda, and Schedules attached to this Lease
are incorporated in and made a part of this Lease for all purposes. This Lease, together with all
Exhibits, Addenda, and Schedules attached to it, contains the entire agreement between Landlord
and Tenant with respect to the subject matter in this Lease.
16.12 Construction. The terms and provisions of this Lease may not be construed
against or in favor of either party merely because that party is the "Landlord" or the "Tenant" or
because that party or its counsel drafted this Lease.
16.13 Time of the Essence. Time is of the essence of this Lease and each and all of its
provisions in which performance is a factor.
16.14 Parking. Tenant has the right to use the parking facilities of the Building, subject
to Landlord's reasonable rules and regulations for the parking facilities, all as more particularly
set out in Exhibit "E" to this Lease.
16.15 Attorneys' Fees. If either party defaults in the performance of any of the terms,
agreements, or conditions contained in this Lease and the non-defaulting party places the
enforcement of this Lease in the hands of any attorney, the prevailing party in the suit may
recover its reasonable attorneys' fees from the other party.
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16.16 Conflict. If a conflict exists between the terms and provisions of this Lease and
the terms and provisions of any Exhibit, Addendum, or Schedule to this Lease, the terms and
provisions of the Exhibit, Addendum, or Schedule will control to the extent of any conflict.
16.17 Use of Name. Tenant may not use the name "Wells Fargo" for any purpose
whatsoever except to reference the name of the Building, if applicable, in Tenant's business
address (and then only in a conventional manner and without emphasis or display). Landlord
may at any time and from time to time rename the Building.
16.18 Relocation. If Landlord determines to use the Premises for other purposes during
the Tenn, Tenant agrees to relocate to other space in the Building provided the other space is of
equal or larger size than the Premises. Landlord will pay Tenant's out-of-pocket expenses of
moving and costs of reconstructing all Tenant-furnished and Landlord-furnished improvements.
If Tenant is relocated, this Lease will continue in full force and effect without any change in the
terns or other conditions, but with the new location substituted for the old location set out in
subsection (c) of the Basic Lease Provisions and on Exhibit "A-1".
16.19 Tenant's Financial Statements. Upon request of Landlord, Tenant must deliver
to Landlord the most recent financial statements of Tenant for a 12-month period, prepared in
accordance with sound accounting principles, consistently applied, and certified by Tenant (if
Tenant is a corporation, the chief financial officer of Tenant, or if Tenant is a partnership, the
managing general partner of Tenant) as fairly presenting the financial condition and results of the
operations of Tenant.
16.20 Authority. If Tenant is a corporation, partnership, or other entity, Tenant
warrants that all consents or approvals required of third parties (including, but not limited to, its
board of directors or partners) for the execution, delivery, and performance of this Lease have
been obtained and that Tenant has the right and authority to enter into and perform its covenants
contained herein.
16.21 Waiver of Jury. Intentionally deleted.
16.22 Additional Conditions to Lease. Intentionally deleted.
16.23 Lease Guaranties. Intentionally deleted.
16.24 Counterparts. This Lease may be executed in multiple counterparts, each of
which constitutes an original instrument, but all of which, when taken together, constitute one
and the same agreement.
16.25 Tenant's Termination Right. If the City of Denton ceases for any reason to
fund the Lease, Tenant may terminate this Lease by giving written notice to Landlord promptly
following Tenant's receipt of notice of the termination of funding. The effective date of the
termination will be September 30 of the year in which Tenant notifies Landlord that funding will
cease.
16.26 Exhibits. The following Exhibits are attached to this Lease and are incorporated
in it and made a part of it for all purposes.
Page 18
HOUSTON 1\597454\3
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Exhibit "A"
Property Description
Exhibit "A-1"
Floor Plan of Premises
Exhibit "B"
Intentionally Deleted
Exhibit "C"
Work Letter Agreement
Exhibit "D"
Rules & Regulations
Exhibit "E"
Parking Provisions
Exhibit "F"
Renewal Option
Exhibit "G"
Intentionally Deleted
Exhibit "H"
Intentionally Deleted
IN WITNESS WHEREOF, Landlord and Tenant, through their duly authorized agents,
have respectively executed this Lease as of the day and year first above written.
TENANT:
CITY OF DENTON
y:
Name: Michael A. Conduff
Titin. Citv Manaqer
LANDLORD:
WELLS FARGO BANK TEXAS, N.A.
a national banking association
Mark D. RJIVy, Vice
Page 19
HOUSTON 1\597454\3
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EXHIBIT "A"
All that certain lot, tract or parcel of land situated in the City and County of Denton, State of
Texas, being part of Lot No. One (1) in Block No. Twenty (20) of the Original Town of Denton,
and being more particularly described as follows:
BEGINNING at the Northwest comer of said block, said point being the intersection of the
South line of East Hickory Street and the East line of Austin Avenue;
THENCE South, with the West line of said Block No. 20 and East line of Austin Avenue, 120
feet to a corner;
THENCE East, parallel with the South line of East Hickory Street, 55 feet to a corner;
THENCE North, parallel with the East line of Austin Avenue 120 feet to a comer in the North
line of Block No. 20 and in the South line of East Hickory Street;
THENCE West with the South line of East Hickory and the North line of said Block No. 20, 55
feet to the Place of Beginning.
EXHIBIT "A"
Page 20
HOUSTON 1\597454\3
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EXHIBIT "B"
CONFIRMATION OF RENT COMMENCEMENT DATE
AND ACCEPTANCE OF PREMISES
Intentionally Deleted
HOUSTON 1\597454\3
14401-395 09/12/2002
EXHIBIT "B"
Page 22
EXHIBIT "C"
WORK LETTER AGREEMENT
In consideration of Tenant's entering into the Lease, and in consideration of the mutual
covenants hereinafter contained, Landlord and Tenant do mutually agree as follows:
1. Representatives. Landlord appoints Don Dalton ("Landlord's Representative") to
act as Landlord's Representative in all matters covered by this Work Letter. The address of
Landlord's representative is The Woodmont Co., 2100 West 7t1, Street, Fort Worth, Texas 76107,
PH: (817) 377-7736, FAX (817) 377-7769. Tenant appoints Linda Ratliff, Director of
Economic Development ("Tenant's Representative") to act as Tenant's Representative in all
matters covered by this Work Letter. The address of Tenant's representative is 100 West Oak
Street, Suite 101, Denton, Texas 76201 PH (940) 349-8305, FAX (940) 349-7239. All
inquiries, requests, instructions, authorizations, and other communications with respect to the
matters covered by this Work Letter will be made to Landlord's Representative or Tenant's
Representative, as the case may be. Either party may change its Representative under this Work
Letter at any time by giving 10 days' written notice to the other party.
2. Plans. Tenant must cooperate with and furnish Landlord and Landlord's Architect
all information reasonably necessary for the preparation of the Preliminary Plans, including,
without limitation, any changes then known to Tenant. Upon receipt of all required information,
Landlord's Architect will prepare the Preliminary Plans and submit them, together with a cost
estimate, for Tenant's approval within 10 days thereafter. Tenant must approve or disapprove the
Preliminary Plans within 10 days after receipt of the Preliminary Plans from Landlord. If Tenant
disapproves the Preliminary Plans, Landlord and Tenant promptly will meet in an attempt to
resolve any dispute regarding the Preliminary Plans. The Preliminary Plans, as approved by
Landlord and Tenant, are referred to as the "Final Plans."
3. Landlord's Work. Landlord agrees to supply and install and otherwise undertake
to complete the leasehold improvements described in the Final Plans ("Landlord's Work").
4. hanger. Landlord's obligation to prepare the Premises for Tenant's occupancy is
limited to completion of the Landlord's Work described in this Exhibit. Landlord is not required
to furnish, construct, or install any items not shown in this Exhibit. If Tenant requests any
change, addition, or alteration ("Changes") in the Preliminary Plans, Final Plans, or in the
construction of Landlord's Work, Tenant must notify Landlord in writing of the requested
change, addition, or alteration. Promptly thereafter, Landlord will notify Tenant of its approval
or disapproval of the Change(s) and, if the Change(s) are approved, give Tenant an estimate of
the cost of the Change(s) and the resulting delay in the delivery of the Premises to Tenant.
Within 5 days after receipt of the estimate, Tenant must give Landlord written notice whether
Tenant elects to proceed with the Change(s). If Tenant notifies Landlord in writing that Tenant
elects to proceed with the Change(s), Landlord will make the Change(s), at Tenant's expense.
In lieu of giving formal written notice, as set out above, the parties may indicate their agreement
regarding any Change(s) by making the Change(s) on the Final Plans and having both parties
date and sign or initial each of the Change(s). If Tenant fails to notify Landlord of its election
within the 5 day period, Landlord may, at its sole election, either (i) make the Change(s) at
Tenant's expense or (ii) complete Landlord's Work without making the Change(s). Tenant
must pay or reimburse Landlord for the costs of any Change(s) made within 15 days after billing.
EXHIBIT "C"
Page 23
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5. Rent Commencement. Notwithstanding the date set out in subsection 0) of the
Basic Lease Provisions but subject to Paragraph 7 of this Exhibit, the Rent Commencement Date
will not occur until Landlord has substantially completed all of Landlord's Work.
6. Tenant Delav. The Rent Commencement Date and Expiration Date will not be
postponed or delayed as the result of Tenant Delay. Each calendar day of delay will correspond
to one day of Tenant Delay. The term "Tenant Delay" includes any of the following:
(a) Tenant's failure to furnish Landlord and Landlord's Architect all
information reasonably necessary for the preparation of the Preliminary Plans; or
(b) Tenant's failure to approve the Preliminary Plans on or before the date
specified in this Exhibit; or
(c) Tenant's request for materials, finishes, or installations other than
Landlord's Building Standard; or
(d) Tenant's changes in the Final Plans once approved by Tenant; or
(e) The performance and/or completion of work by a person, firm, or
corporation employed by Tenant.
(f) Any other delay reasonably attributable to the acts or omissions of Tenant,
its employees, agents, architect/designers, consultants, and/or contractors.
7. Notice . Any notice or other communication must be in writing and must be
given in the manner required by the notice provisions of the Lease. Copies of the notices must
be delivered to Landlord's Representative or Tenant's Representative (as applicable) at their
addresses set out in this Exhibit.
8. Conflicts and Conformity With Lease. Any rights and obligations of Landlord
and Tenant relative to any matter not stated in this Exhibit are governed by the Lease. If there is
any conflict between this Exhibit and the Lease, the provisions of this Exhibit are applicable. As
used in this Exhibit, all capitalized terms not defined in this Exhibit have the meaning set out in
the Lease.
9. Construction Access. Landlord will permit Tenant and its agents to enter the
Premises prior to the Rent Commencement Date for the purpose of performing any work to be
performed by Tenant through its own contractors (the selection of Tenant's contractors being
subject to Landlord's prior written approval). Tenant's access to the Premises prior to the Rent
Commencement Date must be in a manner, on terms and conditions, and at times satisfactory to
Landlord. The foregoing license to enter the Premises prior to the Rent Commencement Date is
conditioned upon, among other things, (i) Tenant's contractors and their subcontractors and
employees working in harmony, and not interfering, with the work being performed by Landlord
and its contractors and (ii) Tenant's and its contractors' and subcontractors' maintaining worker's
compensation and commercial general liability and property damage insurance in amounts and
with companies and on forms satisfactory to Landlord, with certificates of insurance being
furnished to Landlord prior to proceeding with any such entry. If Tenant's entry or the entry by
any of Tenant's agents or contractors causes disharmony or interferes with the work being
performed by Landlord, this license may be withdrawn by Landlord upon 24 hours' written
EXHIBIT "C"
Page 24
HOUSTON-1\597454\3
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notice to Tenant. Notwithstanding any other provisions of the Lease to the contrary, Landlord is
not liable in any way for any injury, loss, or damage that occurs to work being performed by
Tenant in the Premises.
10. Allowance. All Landlord's Work will be done at Tenant's expense, including
building permit fees, a construction management fee of 5% of the cost of Landlord's Work, other
fees applicable to Landlord's Work, architectural and engineering expenses, if applicable, and
other expenses relating to the Landlord's Work. Landlord, however, will provide Tenant with an
allowance of $41,786.00 ("Allowance"). If the cost of Landlord's Work exceeds the Allowance,
Tenant must pay the excess to Landlord on demand. If the cost of Landlord's Work is less that
the Allowance, Tenant is not entitled to any portion of the unexpended Allowance.
11. Other. Landlord agrees to leave the bulletin board, projector screen, and mobile
file system in the Premises during the Term of the Lease.
EXHIBIT "C"
Page 25
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EXHIBIT "D"
RULES AND REGULATIONS
1. Tenant must not place a load on any floor of the Premises that exceeds the load
per square foot that the floor was designed to carry and that is allowed by law. Landlord has the
right to prescribe the weight, position, and manner of installation of safes or other heavy
equipment. The time, routing, and manner of moving safes or other heavy equipment is subject
to prior approval by Landlord.
2. Tenant may not place, leave, or discard any rubbish, paper, articles, or objects of
any kind whatsoever outside the doors of the Premises or on the Project.
3. Tenant may not keep animals (other than seeing-eye dogs) or birds in or about the
Premises or the Project.
4. Canvassing, soliciting, or peddling in and around the Premises or the Project is
prohibited and Tenant will cooperate with Landlord in preventing these activities.
5. Landlord is not required to establish security policies or provide security for the
Project. If Landlord does prescribe security policies, however, all persons in or entering the
Premises or the Project must comply with those policies. If Tenant desires either specific
security for the Premises or additional security at the Project, Tenant may contract for the service
at Tenant's sole cost and expense. Any contractor providing the security service, however, must
be approved in writing by Landlord.
6. In case of invasion, mob activity, riot, or other civil disturbance, Landlord
reserves the right to prevent access to the Project by closing and locking the doors or taking other
measures Landlord believes are necessary for the safety of the tenants and protection of the
Project and property or persons in the Project.
7. Tenant must keep all doors to unattended areas in the Premises locked and
otherwise exercise reasonable precautions to protect property from theft, loss, or damage within
the Premises or elsewhere in the Project. Landlord is not responsible for the theft, loss, or
damage of any property except in situations involving the gross negligence or willful misconduct
of Landlord.
8. Landlord may exclude any person (other than Tenant's employees) from the
Premises or the Project before and after the customary business hours for the Building. Any
person in the Project will be subject to identification by employees and agents of Landlord.
Unless Landlord's actions are found to be grossly negligent, Landlord is not responsible for any
error with regard to the exclusion from, or admission to, the Project of any person.
9. Tenant may not cook or operate any form of restaurant, luncheonette, or cafeteria
for the sale or service of food or beverages to its employees or to others without Landlord's prior
written consent. This prohibition does not preclude Tenant from the preparation of food for
luncheons, receptions, or other special functions sponsored by Tenant in the Premises or from
operating a coffee bar or kitchen that contains a refrigerator, ice machines, microwave oven,
and/or vending machines for its employees.
EXHIBIT "D"
Page 26
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10. Tenant must not (i) bring or keep, or permit to be brought or kept, in or on the
Premises or Project any flammable, combustible, corrosive, caustic, poisonous, or explosive
substance, (ii) cause or permit any odors to permeate in, or emanate from, the Premises, (iii) use,
or permit the Premises to be occupied or used, in a manner offensive or objectionable to
Landlord or other occupants of the Project by reason of light, radiation, magnetism, noise, odors,
and/or vibrations.
11. With the exception of hanging art, photos, plaques, and similar personal items in
the Premises, Tenant must not mark, paint, drill into, or in any way deface any part of the Project
or the Premises except as permitted under any work letter attached to the Lease. Tenant may not
install any resilient tile or similar floor covering in the Premises except with the prior approval of
Landlord. The use of cement or other similar adhesive material is expressly prohibited.
12. Landlord will furnish 2 keys for each lock on the exterior doors to the Premises
and will provide additional duplicate keys at Tenant's request and expense. All keys must be
returned to Landlord upon the termination of this Lease, and Tenant must give to Landlord the
explanations of the combinations of all safes, vaults, and combination locks remaining with the
Premises.
13. Tenant must notify Landlord immediately if it becomes aware of (i) any defects in
the Premises or in any of Landlord's fixtures or equipment located in the Premises or Project,
(ii) any theft, unauthorized solicitation, or accident in the Premises or in the Project, or (iii) of
any other emergency in the Project.
14. If Tenant desires any maintenance, repair, or other services from Landlord, it
must send written notice or apply in person at the office of Landlord in the Building or at such
other address designated by Landlord in the Lease. Employees of Landlord will not perform any
work or do anything outside of their regular duties unless they have received specific instructions
from the office of Landlord.
15. Business machines and mechanical and electrical equipment belonging to Tenant
that cause noise, vibration, electrical or magnetic interference, or any other nuisance that may be
transmitted to the structure or other portions of the Project or to the Premises to such a degree as
to be objectionable to Landlord or that interfere with the use or enjoyment by other tenants of
their premises or the public portions of the Project must be placed and maintained by Tenant, at
Tenant's expense, in settings of cork, rubber, spring type, or other vibration eliminators sufficient
to eliminate noise or vibration.
16. Tenant must not place, install, or operate within the Premises or any other part of
the Project any engine, stove, or machinery, or must not conduct any mechanical operations in
the Premises without the written consent of Landlord.
17. No portion of the Premises or any other part of the Project may at any time be
used or occupied as sleeping or lodging quarters.
18. Tenant must at all times keep any portions of the Premises that are visible from
public areas neat and orderly.
EXHIBIT "D"
Page 27
HOUSTON-1\597454\3
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19. The toilet rooms, urinals, wash bowls, and other apparatus must not be used for
any purpose other than that for which they were constructed, and no foreign substance of any
kind whatsoever may be thrown into any of them.
20. Landlord reserves the right to exclude or expel from the Project any person who,
in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs.
21. Landlord will place directories in the Building, and no other directories are
permitted.
22. Landlord reserves the right, without the approval of Tenant, to rescind, add to,
and amend any rules and regulations, to add new rules or regulations, and to waive any rules or
regulations with respect to any tenant or tenants so long as the action does not materially impair
or detrimentally affect the operation of Tenant's business. If there is any conflict, inconsistency,
or other difference between the terms and provisions of these rules and regulations and any lease
now or hereafter in effect between Landlord and any tenant in the Building (including Tenant),
the terms of the lease control.
23. For purposes of these rules and regulations, any reference to Tenant includes the
employees, agents, servants, visitors, or licensees of Tenant.
24. The Holidays to be observed by the Building are: (i) New Year's Day; (ii) Good
Friday; (iii) Memorial Day; (iv) Fourth of July; (v) Labor Day; (vi) Thanksgiving Day and the
Friday following; (vii) Christmas Day; and (viii) any other holidays taken by tenants occupying
at least %z of the Rentable Area of office space in the Building.
25. Smoking is not permitted within the Premises or anywhere else within the
Building.
EXHIBIT "D"
Page 28
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EXHIBIT "E"
PARKING PROVISIONS
1. Landlord grants to Tenant a non-exclusive license to use the parking facilities
located adjacent to and across the street from the Building. The Spaces will be located in the
areas designated from time to time by Landlord for tenant parking. This license is subject to the
terms and conditions set out in this Exhibit.
2. The Spaces may be used only for the purpose of parking automobiles for a term
commencing on the Rent Commencement Date and terminating upon the expiration or
termination of the Lease.
3. All automobiles (including all contents in the automobiles) are parked in the
Spaces at the sole risk of Tenant, its employees, agents, invitees, and licensees. Landlord has no
duty to insure any automobiles (or the contents of any automobiles), and Landlord is not
responsible for their protection and security. Landlord is not liable for any property damage
and/or personal injury that might occur as a result of, or in connection with, the parking of the
automobiles in any of the Spaces, and Tenant agrees to indemnify and defend Landlord from and
against any and all liabilities, costs, claims, expenses, and/or causes of action Landlord may
incur in connection with, or arising out of, the use of the Spaces by Tenant or its employees,
agents, invitees, or licensees pursuant to this Exhibit.
4. This Exhibit does not create a bailment between the parties to the Lease. The
only relationship created between Landlord and Tenant regarding the Spaces is that of licensor
and licensee, respectively.
5. Tenant must follow all of the rules and regulations of the Building, as amended
from time to time. Upon the occurrence of any breach of the rules, any failure to pay when due
all monthly rental fees due under this Exhibit, or any Default by Tenant under the Lease,
Landlord may terminate this license by written notice to Tenant, in which event Tenant's right to
use the Spaces automatically ceases.
6. Tenant is responsible for ensuring that its employees and agents do not park their
cars in visitor parking spaces or in parking spaces or areas, if any, reserved or designated by
Landlord for the use of other tenants or for other purposes. Tenant agrees to furnish to Landlord
the state automobile license numbers of automobiles of Tenant and its employees who will
occupy Spaces from time to time within 5 days from its receipt of written notice from Landlord
requesting that information. Landlord is entitled to use whatever security device Landlord
considers necessary (including, but not limited to, the issuance of parking stickers or access
cards) to insure that only those tenants leasing Spaces in the designated parking areas are using
those Spaces. If Tenant, its agents or employees, wrongfully park in any of the parking areas
designated for the use of others, Landlord may, and is hereby authorized to have the automobile
towed away, at Tenant's sole risk and expense, and to impose upon Tenant an administrative fee
of $25.00 for each such occurrence. Tenant agrees to pay all amounts due under this
Section upon demand.
EXHIBIT "E"
Page 29
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14401-395 09/12/2002
EXHIBIT "F"
RENEWAL OPTION
1. Grant of O to ion. If the Lease is still in full force and effect and Tenant is not then
in default under the Lease, Tenant has the right and option to renew this Lease for one
consecutive period of 5 years ("Renewal Term"), on the following terms and conditions:
(a) The Base Rent ("Renewal Rate") during the Renewal Term will be at the
then current market rental rate for comparable space and a comparable term in buildings
similar to the Building in the same rental market, as determined by Landlord in its sole
and absolute discretion. The Renewal Rate will be adjusted in accordance with this
Exhibit with respect to each Renewal Term for which Tenant exercises the option.
(b) Tenant must notify Landlord that Tenant is interested in exercising the
renewal option not less than 6 months before the expiration of the current Term. If
Landlord does not receive the notice on or before the deadline, Tenant will be deemed to
have elected not to exercise the renewal option.
(c) Within 30 days after Landlord receives Tenant's notice, Landlord will
provide Tenant with the Renewal Rate for the applicable Renewal Term.
(d) Within 30 days after Landlord notifies Tenant of the Renewal Rate for the
Renewal Tenn, Tenant must notify Landlord that (i) Tenant desires to exercise the
renewal option upon the terms specified by Landlord or (ii) Tenant does not desire to
exercise the renewal option. If Tenant fails to notify Landlord within the 30-day time
period, Tenant will be deemed to have elected to exercise the renewal option on the terms
specified in Landlord's notice.
(e) The leasing of the Premises by Landlord to Tenant during the Renewal
Term will be on the same terms and conditions set out in the Lease, except that (i) Tenant
will pay Base Rent to Landlord in monthly installments at the Renewal Rate; (ii) the Base
Year will be the calendar year in which the Renewal Term commences; (iii) Tenant will
have no further renewal options; (iv) Tenant accepts the Premises in its then "AS-IS"
condition; and (v) Landlord will not be required to perform any tenant finish or other
work to the Premises or to provide Tenant any tenant finish allowance or other allowance
or inducement with respect to the Premises
2. Termination of Right. If Tenant fails to properly exercise the renewal option,
Tenant will have no further right to extend the term of the Lease.
3. Assig ig Went. The renewal option is personal to the Tenant named in the Lease
and may not be transferred or assigned except in connection with an assignment of the Lease
approved by Landlord in accordance with the provisions of the Lease.
EXHIBIT "F"
Page 30
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EXHIBIT "G"
HOUSTON 1\597454\3
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EXPANSION OPTION
Intentionally Deleted
EXHIBIT "G"
Page 31
EXHIBIT "H"
HOUSTON-1\597454\3
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Intentionally Deleted
EXHIBIT "H"
Page 32
i
FIRST AMENDMENT TO OFFICE LEASE
THIS FIRST AMENDMENT TO OFFICE LEASE ("Amendment") is made and entered
into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION., a national
banking association ("Landlord"), and CITY OF DENTON ("Tenant").
RECITALS:
A. Landlord and Tenant entered into that certain Office Lease dated effective as of
October 1, 2002, covering approximately 4,916 square feet of space located on the 5th floor of
the Wells Fargo Bank Building located at 101 South Locust, Denton, Texas 76201 ("Building").
B. Tenant has requested to decrease their space in the Building and change the Tenn
of the Lease to a month-to-month tenancy, and Landlord is willing to decrease Tenant's space in
the Building and to change the Term of the Lease to a month-to-month tenancy on the following
terms and conditions.
NOW, THEREFORE, for and in consideration of the mutual covenants set out in this
Amendment, Landlord and Tenant agree as follows:
1. The provisions set out in this Amendment will be effective as of November 1,
2006, until November 1, 2006, this Lease remains in full force and effect as originally written.
2. Section 1.1 is amended by deleting 1.1(c), (d), (f), (i), (m) and (n) in their entirety
and substituting the following in lieu thereof:
(c) Floor(s): 5th
Suite 500
(d) Rentable Area - Premises: 3,445 sq. ft.
Rentable Area - Building: 72,091 sq. ft.
(f) Annual Base Rent: $20,820
Monthly Base Rent: $1,735
(i) Term: Tenant shall be deemed a month-to-month tenant. Either party may
terminate this Lease with 30 days prior written notice to the other party.
Unless earlier terminated, the Expiration Date of this Lease shall be April
30, 2007.
(m) Permitted Use: General Office Purposes and any related uses necessary to
the activities of Tenant's Community Development Department.
(n) Renewal Options: None.
From and after the effective date of this Amendment, all references to "Premises"
in the Lease are deemed to be the reduced space as depicted on the attached and incorporated
Exhibit A (referred to herein as the "Reduced Space").
Page 1 of 4
Houston 10242743 7676.155
3. Section 4.2 is amended by deleting the first sentence in its entirety and
substituting the following in lieu thereof:
Tenant shall pay Base Rent to the Landlord in monthly installments in advance on
or before the first day of each calendar month during the Tenn, without
deduction, setoff, or prior request for payment. Tenant may pre-pay multiple
months of Base Rent to Landlord in advance of the due date without affecting the
month-to-month Term of this Lease. If the Lease is terminated early pursuant to
this Amendment, and provided the Tenant is not in default, Landlord shall refund
to Tenant the unearned portion of any pre-paid rent paid to Landlord.
4. TENANT HAS CONDUCTED OR HAS HAD THE OPPORTUNITY TO
CONDUCT A COMPREHENSIVE INVESTIGATION OF THE REDUCED SPACE AND
ALL OTHER MATTERS WHICH IN TENANT'S JUDGMENT MAY AFFECT THE VALUE
OR SUITABILITY OF THE REDUCED SPACE FOR TENANT'S PURPOSES OR WHICH
MAY INFLUENCE TENANT'S WILLINGNESS TO REDUCE THE SPACE IN THE
PREMISES, INCLUDING, WITHOUT LIMITATION, AN INSPECTION OR
EXAMINATION OF THE PHYSICAL CONDITIONS, SIZE, AND CONFIGURATION OF
THE REDUCED SPACE, AND, EXCEPT AS SET OUT IN THE REMAINDER OF THIS
PARAGRAPH, IS ACCEPTING THE REDUCED SPACE IN ITS "AS-IS, WHERE IS"
CONDITION, WITH ALL FAULTS. LANDLORD HAS NO OBLIGATION TO MAKE ANY
REPAIRS, LEASEHOLD IMPROVEMENTS OR ALTERATIONS TO THE REDUCED
SPACE.
5. Tenant is currently in possession of the Reduced Space.
6. Except as expressly modified by this Amendment, the Lease continues in full
force and effect as originally executed and delivered.
7. This Amendment is binding upon and inures to the benefit of Landlord and
Tenant and their respective successors and assigns.
8. This Amendment may be executed in one or more counterparts which shall be
construed together as one document.
[SIGNATURE PAGE TO FOLLOW]
Houston 10242743 7676.155
Page 2 of 4
i
i
EXECUTED as of the dates set out below.
ATTEST:
JENNIFER WALTERS, (CITY SECRETARY
a
TENANT:
CITY OF DENTON
By: C
Name: GEOR E C. CAMPBELL
Title: CITY MANAGER
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
Houston 10242743 7676.155
LANDLORD:
WELLS FARGO BANK, N.A.
a national banking association
By: /
ary. Williams, Vice President
Page 3 of 4
EXHIBIT "A"
KEY PLAN
D ENTO N
CITY OF DENTON EXHIBIT
FLOOR 5
DOWNTOWN
USF 2,556
101 South Locust
RSF 3,445
PROJECTS
Denton, Texas 76201
DATE 11.21.2006