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Home My WebLink AboutResolution - 2013-R0200 - Lease Agreement - High Impact Properties LTD - 06/27/2013Resolution No. 2013-RO200 June 27, 2013 111tem No. 5.12 11 RESOIXTION BF IT RESOLVED BY Tl IE' CITY COUNCIL OF 11-1E CITY OF LUBBOCK: T] lAT the City Council of the: City of Lubbock does hereby acknowledge and ratif)• the City exccuti017 of a Lease Agreement with High Impact Properties_ Ltd of Lubbock. Texas tar the building at 2345 50`1' Street. and all related documents. Said Lease Agreement is attached hereto and incorpnrated in this resolution as if fully set t'orth herein and shall he included in the mincttes of the City COMICil Passed by the City Council on June 27, 2013 (I, C . fWl3 R"I SON. MAYOR Rebc ca Garza, City Secretary APPROVED AS TO CONTENT: Malk Year v d. Assistant City Manager Chief Inf[yrn1ation [}4'iicer APPROVED AS TO FOIZM: Chad Weever. Assistant City Attorney v"-:ccdccs"RLS.Acktwwledge LL• Ralik -Lease Agrmt June 19, 2013 C oniroct 113 r7 ►7 Amendment of C nwc fkder of RIP Bill CONTRACT COVER SHEET City Council %genda: Well this 11cm he pl-wcd urt a fulum City Council Agenda' No R[15on ftw tieing on fututo ae Required Sixiiaturrs: Risk %t nager T7ifvow of Fiscal Puhcy chile' 6 X 13 �� ,� Bole 7� +' CRY N iffl.%cr Ihrest Rcpurt' "[<-. ILXA ,(].�.we � halt: I — C ` f (rikinrtink Dcirartment and Individual Rcapnnsihlr for EnsuringCnntract Terms and Coulract Compliance: I N!Pat to l c nt Writer Rctntirecs Name. Auhrtry A Spcar• P F Phone Number ISW-) 775.2585 rills' rcDicx urr uu1 W.tter Itrcues information fnr %'rndorl['untrarror/Agracy or 0 t b r r F.nIity CiIy of 1,uhhack is Contracting %ViIh-, Name of Eintity high (tnpact PI1)NnlLs, 1Ad Adkfress by -it) (ohi n?UO City' Lubbock State TX /ip 7u4:4 Contact Name rhomas k %fi.Spaddcn Contract Signatory I bomes k %leSpailden Titie- Agent I'honc No fK+wi1791.1.192 i;,x No t.V)6)743-1594 E-mail ui nrsjmddena o%[-ntlxtiwsircLutn C'+tntraet tnformali[rn Effective Date- 06•f16r-013 End L3ate 09r3r1':013 Nonce to Proceed • Chtwte One ❑f rurrn Contract or 3 months sea v , Speedy No of Dn}s n� Rencssals nrtef DCSCrIption of tlo(lUS nr SCrVICCS or urrangeinttits cu�cred by the temis of the contrxl. [,eased premises for City of Lubbock Water Administration, 13ackflow,Water Dispatch & Streets Dqt A 23.45 5001 Street. I'lle lease will he divided between 3 cost centen:61 11, 6113 & 631 1. Financiml Infnnnadon I Ilit ;iccount inrurmmian will he entered into FA for payment): —S—TC— C oll Ccn1cr?Prole0 No 6111 Acetmnt 9313 Phan Original Cunlrict A1tt0nnl S17. t 6 7 00 Cost. Centro Proj cY;l No hl 13 Account 8313 Maw (%wge Otdcr No of Wile Co rItTJL t (itM1!N1IC Res enuc No Change (halo Amount Will Contract he paid from grant funds Nn New Conlra,t Aimmiii 5,17.461111) Rc%ic%%cd hY 131FOLttlr of Purt:hss:ng 4' Contract %tanagemen t �_1, 04^Y"► 4 I3tic PI,R-r)I txcv Inr_ui?y Contract Checklist (Not applicable to Change Orders or Amendments) I. Is the individual or owner of this business an officer or employee of the City of Lubbock: No Note: If Yes, City policy may not allow us to write a contract for this individual/vendor. If unsure, check with Legal. 2. Does the contract include language for Insurance Requirements? Yes Note: If Yes, contact Risk Management at (806) 775-2277. 3. Does the contract involve work by the contractor on City owned property? No Note: If Yes, contact Risk Management at (806) 775.2277. 4. Does the contract involve the purchase of hardware, software and firmware, or computer component acquisition? NO Note: If Yes, a Purchase Requisition from Information Technology is required. Contact IT at (806) 775-2374. 5. Does the contract involve a purchase valued at $2,500 or more? Yes Note: If Yes, contact your Buyer in the Purchasing Department. 6. Does the contract involve a purchase valued at S25,000 or more? NO Note: If Yes, Formal Competitive Sealed Bidding is required. Contact your Buyer in the Purchasing Department. 7. Does the contact involve Consulting Services valued at S25,000 or more? NO Note: If Yes, a Request for Qualifications is required. Contact the Director of Purchasing & Contract Management (806)775-2572. S. If federal or state funded, does the contract include all clauses required by federal or state statutes, and executive NO orders and their implementing regulations? 9. If the purchaseltransaction involves the purchase, lease, or acceptance as a gift of real estate, has an environmental site Yea assessment (ESA) been performed on the property? Note: If No, contact Environmental Compliance at (806) 775-2989. Forward the complete contract package to Purchasing & Contract Management, City Hall, Room 204, for review, approval, and contract execution. The complete package includes one (1) copy of the completed Contract Cover Sheet (for internal City use only); minimum of three (3) originals of the contract or amendment; and a minimum of three (3) originals of all other certifications and contract addenda. Pl1R4H (Rev 1012012) 2345-50th Commercial Lease concerning: Lubbock, H. Force M ourre: If Landlord's performance of a term in this lease is delayed by strike, lock -out, shortage of material, governmental restriction, riot, flood, or any cause outside Landlord's control, the time for Landlord's performance will be abated until after the delay. I. T1@: Time is of the essence. The parties require strict compliance with the times for performance. Brokers are not qualified to render legal advice, property Inspections, surveys, engineering studies, environmental assessments, tax advice, or compliance Inspections. The parties should seek experts to render such services. READ THIS LEASE CAREFULLY. if you do not understand the effect of this Lease, consult your attorney BEFORE signing. J. The parties agree to the terms of Exhibit A attached hereto and incorporated herein by reference. Landlord: );rich Itnoact Properties, Ltd. 6306 Iola #200, Lubbock, TX 79424 By; By (signature): Printed N Title: City of Lubbock, 1625-13th, Tenant: Lubbock. TX 79401 By: UZI By (signature): Printed Name: Lee Ann 1jumaula Tittle: ri t-y Manager By: By. - By (signature): Printed Name: Title: (TAR-2101)1-28-10 By (signature): Printed Name: Mar eaMoocL rrtle:Assis an i y manager App d a�p/to Form: Chad Weaver, Assistant City Attorney Page 15 of 15 Produced with ZoForn* by 21DL.oG1x 18070 Fifteen We Road, Fraser. Mkhtgan 48026 www ual agly flom 2345.50th ATTACHEMENT "A" A. Non -Arbitration The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. r Resolution No. 2013-RO200 Contract 11377 TEXAS ASSOCIATION OF REALTORS® COMMERCIAL LEASE USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS& IS NOT AUTHORIZED. 4 asm Au«talon of REALTORS86 dw_ 2010 NQ, Paragraph Description 1. Parties 2. Leased Premises 3. Term A. Term B. Delay of Occupancy 4. Rent and Expenses A. Base Monthly Rent B. First Full Month's Rent C. Prorated Rent D. Additional Rent E. Place of Payment F. Method of Payment G. Late Charges H. Returned Checks 5. Security Deposit 6. Taxes 7. Utilities 8. Insurance 9. Use and Hours 10. Legal Compliance 11. Signs 12. Access By Landlord 13. Move -In Condition 14. Move -Out Condition 15. Maintenance and Repairs A. Cleaning B. Conditions Caused by a Party C. Repair & Maintenance Responsibility D. Repair Persons E. HVAC Service Contract F. Common Areas G. Notice of Repairs H. Failure to Repair 16. Alterations 17. Liens 18. Liability 19. Indemnity 20. Default 21. Abandonment, Interruption of Utilities, Removal of Property & Lockout (TAR-2101)1-26-10 2 2 2 3 22. Holdover 10 23. Landlord's Lien & Security Interest 11 24. Assignment and Subletting 11 25. Relocation 11 26. Subordination 11 27. Estoppel Certificates & Financial Info. 11 28. Casualty Loss 12 29. Condemnation 12 30. Attorneys Fees 12 31. Representations 12 32. Brokers 13 33. Addenda 13 34. Notices 13 35. Special Provisions 14 36. Agreement of the Parties 14 ADDENDA & EXHIBITS (check all that a ❑ Exhibit ❑ Exhibit ❑ Commercial Lease Addendum for Broker's Fee (TAR-2102) ❑ Commercial Lease Addendum for Expense Reimbursement (TAR-2103) ❑ Commercial Lease Addendum for Extension Option (TAR-2104) ❑ Commercial Lease Addendum for Percentage Rent (TAR-2106) ❑ Commercial Lease Addendum for Parking (TAR-2107) ❑ Commercial Landlord's Rules and Regulations (TAR-2108) ❑ Commercial Lease Guaranty (TAR-2109) ❑ Commercial Lease Addendum for Right of First Refusal (TAR-2105) ❑ Commercial Lease Addendum for Optional Space (TAR-2110) ❑ Commercial Lease Addendum for Construction (TAR-2111) or (TAR-2112) ❑ Commercial Lease Addendum for Contingencies (TAR-2119) Initialed for Identification by Landlord: -i 4 4 4 5 6 6 7 7 7 7 8 9 9 10 10 10 10 Wilkerson Properties P. O. Boa 2525 Lubbock, TX 79408 Phone:806-474-2107 Fax: 80&474-2216 Gordon Wilkerson Information About aker Services , and Te Page 1 of 15 Produced with ZpForm® by ZpLoglx 18070 Fdeen Mile Road, Fraser, Mlctltgan 46026 1elmw_zf n1_ggix.ca 2345.50th TEXAS ASSOCIATION OF REALTORSO COMMERCIAL LEASE USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TUM ASSOCIATION OF REALTORSO IS NOT AUTHORIZED. oTsaa. Association of REALTORSO, Iw. 2010 1. PARTIES: The parties to this lease are: Landlord: High Impact Properties. Ltd. 6306 Iola #200, Lubbock. TX 79424 ;and Tenant: City of Lubbock. 1625-13th, Lubbock. TX 79401 2. LEASED PREMISES: A. Landlord leases to Tenant the following described real property, known as the "leased premises," along with all its improvements (Check only one box): p (1) Multiple -Tenant Property: Suite or Unit Number containing approximately square feet of rentable area In (project name) at (address) in (city), (county), Texas, which is legally described on attached Exhibit or as follows: 0 (2) Single -Tenant Propedy: The real property at: 2345-50th Lubhock._TX__7.9412 laddrassl in Lubbock (city), Lubbock (county), Texas, which is legally described on attached Exhibit or as follows: The West 160 feet of Lot 1. Lott Mitchell Addition to the City of Lubbock. Lubbock County. Texas B. If Paragraph 2A(1) applies: (1) "Property" means the building or complex in which the leased premises are located, inclusive of any common areas, drives, parking areas, and walks; and (2) the parties agree that the rentable area of the leased premises may not equal the actual or useable area within the leased premises and may include an allocation of common areas in the Property. The rentable area Q will Q will not be adjusted if re -measured. 3. TERM: A. Term: The term of this lease is 3 months and 25 days, commencing on: June 6. 2013 (Commencement Date) and ending on September 30. 2013 (Expiration Date). (TAR-2101) 1-26-10 Initialed for Idenliflcaticn by Landlord: A , and Tenant JXPage 2 of 15 Produced with apForm9 by zipLoglx 18070 Fifteen Mue Road, Fraser. Michigan 48028 www,zjnLaSjx cam 2345-50th 2345-50th Commercial Lease concerning: Lubbock, B. Delav-Qf Occupancy: If Tenant is unable to occupy the leased premises on the Commencement Date because of construction on the leased premises to be completed by Landlord that Is not substantially complete or a prior tenant's holding over of the leased premises, Landlord will not be liable to Tenant for such delay and this lease will remain enforceable. In the event of such a delay, the Commencement Date will automatically be extended to the date Tenant is able to occupy the Property and the Expiration Date will also be extended by a like number of days, so that the length of this lease remains unchanged. If Tenant is unable to occupy the leased premises after the 90th day after the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant's holding over of the leased premises, Tenant may terminate this lease by giving written notice to Landlord before the leased premises become available to be occupied by Tenant and Landlord will refund to Tenant any amounts paid to Landlord by Tenant. This Paragraph 313 does not apply to any delay in occupancy caused by cleaning or repairs. C. Unless the parties agree otherwise, Tenant Is responsible for obtaining a certificate of occupancy for the leased premises if required by a governmental body. 4. RENT AND EXPENSES: A. Base Monthly Rent: On or before the first day of each month during this lease, Tenant will pay Landlord base monthly rent as described on attached Exhibit or as follows. Dates Rate per rentable sc uare foot (optional) Base Monthly Rent $ From To Monthly Rate Annual Rate B. Additional Rent: In addition to the base monthly rent, Tenant will pay Landlord all other amounts, as provided by the attached (Check all that apply.): ❑ (1) Commercial Lease Addendum for Expense Reimbursement (TAR-2103) ❑ (2) Commercial Lease Addendum for Percentage Rent (TAR-2106) ❑ (3) Commercial Lease Addendum for Parking (TAR-2107) ❑ (4) All amounts payable under the applicable addenda are deemed to be "rent" for the purposes of this lease. C. First Full Month's Rent: The first full monthly rent is due on or before D. Prorated Rent: If the Commencement Date is on a day other than the first day of a month, Tenant will pay Landlord as prorated rent, an amount equal to the base monthly rent multiplied by the following fraction: the number of days from the Commencement Date to the first day of the following month divided by the number of days in the month in which this lease commences. The prorated rent is due on or before the Commencement Date. E. Place of Payment: Tenant will remit all amounts due Landlord under this lease to the following person at the place stated or to such other person or place as Landlord may later designate in writing: Name: Alliance Realty Services Address: 6306 Iola 0200, Lubbock. TX 79424 (TAR-2101)1-26-10 Initialed for Identification by Landlord" , and Tenant Page 3 of 15 Produced with ZpForm® by zfpLogix 18070 Fifteen We Road. Fraser. Whlgan 46026 2343-30th 2345-50th Commercial Lease concerning: Lubbock, F. Method -of Payment: Tenant must pay all rent timely without demand, deduction, or offset, except as permitted by law or this lease. If Tenant fails to timely pay any amounts due under this lease or if any check of Tenant is returned to Landlord by the institution on which it was drawn, Landlord after providing written notice to Tenant may require Tenant to pay subsequent amounts that become due under this lease in certified funds. This paragraph does not limit Landlord from seeking other remedies under this lease for Tenant's failure to make timely payments with good funds. G. Late Charges: If Landlord does not actually receive a rent payment at the designated place of payment within 5 days after the date it is due, Tenant will pay Landlord a late charge equal to 10% of the amount due. In this paragraph, the mailbox is not the agent for receipt for Landlord. The late charge is a cost associated with the collection of rent and Landlord's acceptance of a late charge does not waive Landlord's right to exercise remedies under Paragraph 20. H. Returned Checks: Tenant will pay $ for each check Tenant tenders to Landlord which is returned by the institution on which it is drawn for any reason, plus any late charges until Landlord receives payment. 5. SECURITY DEPOSIT: A. Upon execution of this lease, Tenant will pay $ not apRlicable to Landlord as a security deposit. B. Landlord may apply the security deposit to any amounts owed by Tenant under this lease. If Landlord applies any part of the security deposit during any time this lease is in effect to amounts owed by Tenant, Tenant must, within 10 days after receipt of notice from Landlord, restore the security deposit to the amount stated. C. Within 60 days after Tenant surrenders the leased premises and provides Landlord written notice of Tenant's forwarding address, Landlord will refund the security deposit less any amounts applied toward amounts owed by Tenant or other charges authorized by this lease. 6. TAXES: Unless otherwise agreed by the parties, Landlord will pay all real property ad valorem taxes assessed against the leased premises. 7. UTILITIES: A. The party designated below will pay for the following utility charges to the leased premises and any connection charges for the utilities. (Check a# that apply.) NLA Landlord Tenant (1) Water ❑ ❑ (2) Sewer ❑ ❑ I] (3) Electric ❑ ❑ I] (4) Gas Q ❑ (5) Telephone ❑ ❑ In (6) Internet ❑ ❑ I] (7) Cable ❑ ❑ I] (8) Trash ❑ ❑ (9) ❑ ❑ ❑ (10)All other utilities ❑ ❑ Q B. The party responsible for the charges under Paragraph 7A will pay the charges directly to the utility service provider. The responsible party may select the utility service provider except that if Tenant selects the provider, any access or alterations to the Property or leased premises necessary for the utilities may be made only with Landlord's prior consent, which Landlord will not unreasonably withhold. If Landlord incurs any liability for utility or connection charges for which Tenant is responsible to pay and Landlord pays such amount, Tenant will immediately upon written notic from Landlord reimburse Landlord such amount. (TAR-2101)1-26-10 Initialed for Identification by Landlord- , and Tena Page 4 of 15 Produced with 27pForm® by zipLogbr 18070 Fifteen We Road, Fraser. Michigan 46026 2345-50tb 2345-50th Commercial Lease conceming: Lubbock, C. Notice: Tenant should determine if all necessary utilities are available to the leased premises and are adequate for Tenant's Intended use. D. After -Hours HVAC Charges: "HVAC services" means heating, ventilating, and air conditioning of the leased premises. (Check one box only.) d (1) Landlord is obligated to provide the HVAC services to the leased premises only during the Property's operating hours specified under Paragraph 9C. (2) Landlord will provide the HVAC services to the leased premises during the operating hours specified under Paragraph 9C for no additional charge and will, at Tenant's request, provide HVAC services to the leased premises during other hours for an additional charge of $ per hour. Tenant will pay Landlord the charges under this paragraph immediately upon receipt of Landlord's invoice. Hourly charges are charged on a half-hour basis. Any partial hour will be rounded up to the next half hour. Tenant will comply with Landlord's procedures to make a request to provide the additional HVAC services under this paragraph. O (3) Tenant will pay for the HVAC services under this lease. & INSURANCE: A. During all times this lease is in effect, Tenant must, at Tenant's expense, maintain in full force and effect from an insurer authorized to operate In Texas: (1) public liability insurance naming Landlord as an additional insured with policy limits on an occurrence basis in a minimum amount of: (check only (a) or (b) below) p (a) $1,000,000; or ❑ (b) $2.000,000. If neither box is checked the minimum amount will be $1,000,000. (2) personal property damage insurance for the business operations being conducted in the leased premises and contents in the leased premises in an amount sufficient to replace such contents after a casualty loss; and (3) business interruption insurance sufficient to pay 12 months of rent payments; B. Before the Commencement Date, Tenant must provide Landlord with a copy of Insurance certificates evidencing the required coverage. If the insurance coverage is renewed or changes in any manner or degree at any time this lease is in effect, Tenant must, not later than 10 days after the renewal or change, provide Landlord a copy of an insurance certificate evidencing the renewal or change. C. If Tenant fails to maintain the required insurance in full force and effect at all times this lease is in effect, Landlord may: (1) purchase insurance that will provide Landlord the same coverage as the required insurance and Tenant must Immediately reimburse Landlord for such expense; or (2) exercise Landlord's remedies under Paragraph 20. D. Unless the parties agree otherwise, Landlord will maintain in full force and effect insurance for: (1) fire and extended coverage in an amount to cover the reasonable replacement cost of the Improvements of the Property; and (2) any public liability Insurance in an amount that Landlord determines reasonable and appropriate. E. If there is an Increase in Landlord's insurance premiums for the leased premises or Property or its contents that is caused by Tenant, Tenant's use of the leased premises, or any improvements made by or for Tenant, Tenant will, for each year this lease is in effect, pay Landlord the increase immediately after Landlord notifies Tenant of the increase. Any charge to Tenant under this Paragraph 8E will be equal to the actual amount of the increase in Landlord's Insurance premium. (TAR-2101)1-26-10 Initialed for Identification by Landlord's , and Tenant Page 5 of 15 Produced with ZlpForm® by zipLoglx 18070 Fifteen Mile Road, Fraser, Mice4an 48026 1EonWl zfpLnglx cam 2345-50th 2345-50th Commercial Lease concerning: Lubbock. 9. USE AND HOURS: A. Tenant may use the leased premises for the following purpose and no other: Offices for the City of Lubbock B. Unless otherwise specified in this lease, Tenant will operate and conduct its business in the leased premises during business hours that are typical of the industry in which Tenant represents It operates. C. The Property maintains operating hours of (specify hours, days of week, and if inclusive or exclusive of weekends and holidays): 9:0oa . m. - 5:00 a,m. , Monday through Friday. exclusive of weekends and holidays 10. LEGAL COMPLIANCE: A. Tenant may not use or permit any part of the leased premises or the Property to be used for. (1) any activity which is a nuisance or is offensive, noisy, or dangerous; (2) any activity that interferes with any other tenant's normal business operations or Landlord's management of the Property; (3) any activity that violates any applicable law, regulation, zoning ordinance, restrictive covenant, govemmental order, owners' association rules, tenants' association rules, Landlord's rules or regulations, or this lease; (4) any hazardous activity that would require any insurance premium on the Property or leased premises to increase or that would void any such insurance; (5) any activity that violates any applicable federal, state, or local law, including but not limited to those laws related to air quality, water quality, hazardous materials, wastewater, waste disposal, air emissions, or other environmental matters; (6) the permanent or temporary storage of any hazardous material; or (7) B. "Hazardous material" means any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, solvent, or oil as defined by any federal, state, or local environmental law, regulation, ordinance, or rule existing as of the date of this lease or later enacted. C. Landlord does not represent or warrant that the leased premises or Property conform to applicable restrictions, zoning ordinances, setback lines, parking requirements, impervious ground cover ratio requirements, and other matters that may relate to Tenant's intended use. Tenant must satisfy itself that the leased premises may he used as Tenant intends by, inde ep ndently iT nvestigating_all matters related try 1h0ALSg.�fthgl8asadp remises Tenant a�repslhatltjS,�t.reIjf0n- _m- }i warranty[.Ct representatinn madat)t,andlord. Landlord's aggpt,_Qr-= broker concerning ttM ALM _of thg tgasAd premises nr Proms 11. SIGNS: A. Tenant may not post or paint any signs or place any decoration outside the leased premises or on the Property without Landlord's written consent. Landlord may remove any unauthorized sign or decorations, and Tenant will promptly reimburse Landlord for its cost to remove any unauthorized sign or decorations. B. Any authorized sign must comply with all laws, restrictions, zoning ordinances, and any governmental order relating to signs on the leased premises or Property. Landlord may temporanly remove any authorized sign to complete repairs or alterations to the leased premises or Ithe P erty. (TAR-2101) 1-26-10 Initialed for Identification by Landlord: ,and Tertart . Page 6 of 15 Prodtxed with ZipFormb by zipLogix 16070 Fifteen We Road, Fraser, Michigan 48028 www 7-ni aalx com 2345-50th 2345-50th Commercial Lease concerning: Lubbock. C. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move -out and at Tenant's expense, to remove, without damage to the Property or leased premises, any or all signs that were placed on the Property or leased premises by or at the request of Tenant. Any signs that Landlord does not require Tenant to remove and that are fixtures, become the property of the Landlord and must be surrendered to Landlord at the time this lease ends. 12. ACCESS BY LANDLORD: A. During Tenant's normal business hours Landlord may enter the leased premises for any reasonable purpose, including but not limited to purposes for repairs, maintenance, alterations, and showing the leased premises to prospective tenants or purchasers. Landlord may access the leased premises after Tenant's normal business hours if: (1) entry is made with Tenant's permission; or (2) entry is necessary to complete emergency repairs. Landlord will not unreasonably interfere with Tenant's business operations when accessing the leased premises. B. During the last 90 days of this lease, Landlord may place a "For Lease" or similarly worded sign in the leased premises. 13. MOVE -IN CONDITION: Tenant has inspected the leased premises and accepts it in its present (as -is) condition unless expressly noted otherwise in this lease or in an addendum. Landlord and any agant have madaim QAIJ,g�,q� im�d warrantiesM_k_jb@ conditioner useXf�g�sed premises-M Pro eg_rtu,• T 14. MOVE -OUT CONDITION AND FORFEITURE OF TENANT'S PERSONAL PROPERTY: A. At the time this lease ends, Tenant will surrender the leased premises in the same condition as when received, except for normal wear and tear. Tenant will leave the leased premises in a clean condition free of all trash, debris, personal property, hazardous materials, and environmental contaminants. B. If Tenant leaves any personal property in the leased premises after Tenant surrenders possession of the leased premises, Landlord may: (1) require Tenant, at Tenant's expense, to remove the personal property by providing written notice to Tenant; or (2) retain such personal property as forfeited property to Landlord. C. "Surrender" means vacating the leased premises and returning all keys and access devices to Landlord. "Normal wear and tears means deterioration that occurs without negligence, carelessness, accident, or abuse. D. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move -out and at Tenant's expense, to remove, without damage to the Property or leased premises, any or all fixtures that were placed on the Property or leased premises by or at the request of Tenant. Any fixtures that Landlord does not require Tenant to remove become the property of the Landlord and must be surrendered to Landlord at the time this lease ends. 15. MAINTENANCE AND REPAIRS: A. Lle n . Tenant must keep the leased premises clean and sanitary and promptly dispose of all garbage in appropriate receptacles. ❑ Landlord ® Tenant will provide, at its expense, janitorial services to the leased premises that are customary and ordinary for the property type. Tenant will maintain any grease trap on the Property which Tenant uses, including but not limited to periodic emptying and cleaning, as well as making any modification to the grease trap that may be necessary to comply with any applicable law. �/- (TAR-2101) 1-26-10 Initialed for Identification by Landlord: " , and Tenant: Page 7 of 15 Produced with ZipFcrm® by sipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 a WW 31lpLopix mm 2345-50th 2345-50th Commercial Lease concerning: Lubbock, B. Repairs of Conditions Caused h; a Paft: Each party must promptly repair a condition in need of repair that is caused, either intentionally or negligently, by that party or that party's guests, patrons, invitees, contractors or permitted subtenants. C. Repair and Maintenance ReSnonsihility: Except as otherwise provided by this Paragraph 15, the party designated below, at, its expense, is responsible to maintain and repair the following specified items in the leased premises (if any). The specified items must be maintained in clean and good operable condition. If a governmental regulation or order requires a modification to any of the specified items, the party designated to maintain the item must complete and pay the expense of the modification. The specified items include and relate only to real property in the leased premises. Tenant is responsible for the repair and maintenance of its personal property. (Check all that apply.) NLA Landlord Tenant (1) Foundation, exterior walls, roof, and other structural components.... ❑ ID ❑ (2) Glass and windows ....................................................................... ❑ ❑ O (3) Fire protection equipment and fire sprinkler systems ........................ ❑ ❑ 0 (4) Exterior & overhead doors, including closure devices, molding, locks, and hardware......................................................................... ❑ ❑ C�7 (5) Grounds maintenance, including landscaping and irrigation systems.......................... .......................................................... ❑ ❑ (6) Interior doors, including closure devices, frames, molding, locks, andhardware................................................................................... ❑ ❑ (7) Parking areas and walks.................................................................. ❑ ❑ 0 (8) Plumbing systems, drainage systems and sump pumps .................. ❑ ❑ 0 (9) Electrical systems, mechanical systems .......................................... ❑ ❑ ED (10) Ballast and lamp replacement.......................................................... ❑ ❑ a (11) Heating, Ventilation and Air Conditioning (HVAC) systems .............. ❑ Q ❑ (12) Signs and lighting: (a) Pylon........................................................................................... ❑ ❑ O (b) Facia........................................................................................... ❑ ❑ O (c) Monument................................................................................... ❑ ❑ 0 (d) Door/Suite................................................................................... Cl ❑ ❑ (e) Other. ............. ❑ ❑ ❑ (13) Extermination and pest control, excluding wood -destroying insects ❑ ❑ 0 (14) Fences and Gates............................................................................ ❑ ❑ 0 (15) Storage yards and storage buildings ................................................. ❑ ❑ 0 (16) Wood -destroying insect treatment and repairs ................................. ❑ ❑ 0 (17) Cranes and related systems............................................................. ❑ ❑ ❑ (18) ❑ ❑ (19) ❑ ❑ (20) All other items and systems.............................................................. ❑ D. Repair Persons: Repairs must be completed by trained, qualified, and insured repair persons. E. HVAC Service Contract: If Tenant maintains the HVAC system under Paragraph 15C(11), Tenant ❑ is ED is not required to maintain, at its expense, a regularly scheduled maintenance and service contract for the HVAC system. The maintenance and service contract must be purchased from a HVAC maintenance company that regularly provides such contracts to similar properties. If Tenant fails to maintain a required HVAC maintenance and service contract in effect at all times during this lease, Landlord may do so and Tenant will reimburse Landlord for the expense of such maintenance and service contract or Landlord may exercise Landlord's remedies under Paragraph 20 (TAR-2101) 1.26.10 Initialed for Identification by Landlord_fj_�� , and Tenant: Page 8 of 15 Produced with ZlpForm® by zlpLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 wrlpi og Y 2343-30th 2345-50th Commercial Lease concerning; Lubbock . F. Common Areas: Landlord will maintain any common areas in the Property in a manner as Landlord determines to be in the best interest of the Property. Landlord will maintain any elevator and signs in the common area. Landlord may change the size, dimension, and location of any common areas, provided that such change does not materially impair Tenant's use and access to the leased premises. Tenant has the non-exclusive license to use the common areas in compliance with Landlord's rules and regulations. Tenant may not solicit any business in the common areas or interfere with any other person's right to use the common areas. This paragraph does not apply if Paragraph 2A(2) applies. G. Notice of Repairs: Tenant must promptly notify Landlord of any item that is in need of repair and that is Landlord's responsibility to repair. All requests for repairs to Landlord must be in writing. H. Failure to Repair: Landlord must make a repair for which Landlord is responsible within a reasonable period of time after Tenant provides Landlord written notice of the needed repair. If Tenant fails to repair or maintain an item for which Tenant is responsible within 10 days after Landlord provides Tenant written notice of the needed repair or maintenance, Landlord may: (1) repair or maintain the item, without liability for any damage or loss to Tenant, and Tenant must immediately reimburse Landlord for the cost to repair or maintain; or (2) exercise Landlord's remedies under Paragraph 20. 16. ALTERATIONS: A. Tenant may not alter (including making any penetrations to the roof, exterior walls or foundation), improve, or add to the Property or the leased premises without Landlord's written consent. Landlord will not unreasonably withhold consent for the Tenant to make reasonable non-structural alterations, modifications, or improvements to the leased premises. B. Tenant may not alter any locks or any security devices on the Property or the leased premises without Landlord's consent. If Landlord authorizes the changing, addition, or rekeying of any locks or other security devices, Tenant must immediately deliver the new keys and access devices to Landlord. C. If a governmental order requires alteration or modification to the leased premises, the party obligated to maintain and repair the item to be modified or altered as designated in Paragraph 15 will, at its expense, modify or alter the item in compliance with the order and in compliance with Paragraphs 16A and 17. D. Any alterations, improvements, fixtures or additions to the Property or leased premises installed by either party during the term of this lease will become Landlord's property and must be surrendered to Landlord at the time this lease ends, except for those fixtures Landlord requires Tenant to remove under Paragraph 11 or 14 or if the parties agree otherwise in writing. 17. LIENS: Tenant may not do anything that will cause the title of the Property or leased premises to be encumbered in any way. If Tenant causes a lien to be filed against the Property or leased premises, Tenant will within 20 days after receipt of Landlord's demand: (1) pay the lien and have the lien released of record; or (2) take action to discharge the lien. Tenant will provide Landlord a copy of any release Tenant obtains pursuant to this paragraph. 18. LIABILITY: To the extent permitted by law, Landlord is NOT responsible to Tenant nr Tenant's employees_ patrons guests, or invitees for any damages, inj urL ies, or losses to person or propedy caused by: A. ananact omission, or neglect of: Tenant- Tenant's age;_ Tenant's quast; Tenant's empinyees; Tenant's patrons- Tenant's invitees; or any other tenant on the Pro e B. fjt@,nod, water1saks, ice_ snow- hail" winds- explosion- smoke.-riaL,strike, interruptionof utilities_ fig$, burglary, robbery- assault, vandalism, other persons, environmental contaminants. oL other occurrences or casualty lasses_ (TAR-2101) 1-26-10 Initialed for Identification by Landlord:, and Tena Page 9 of 15 Produced w@h ZtpForm® by aplogix 18070 Fifteen Mile Road. Fraser. Michigan 46026 WWW ziynQix eng++ 2345-501h 2345-50th Commercial Lease concerning: Lubbock, 19. INDEMNITY: fach-partyAU indemnify . 1 • 1 • • 1 _ other -party harmless-tm-M property damage. parsnnal 1 actions, fia• _ damages. • . • , ti / • 1 ' leased • 11 • patrons, guests, or InvRees. 20. DEFAULT: A. If Landlord fails to comply with this lease within 30 days after Tenant notifies Landlord of Landlord's failure to comply, Landlord will be in default and Tenant may seek any remedy provided by law. If, however, Landlord's non-compliance reasonably requires more than 30 days to cure, Landlord will not be in default if the cure is commenced within the 30-day period and is diligently pursued. B. If Landlord does not actually receive at the place designated for payment any rent due under this lease within 5 days after it is due, Tenant will be in default. If Tenant fails to comply with this lease for any other reason within 10 days after Landlord notifies Tenant of its failure to comply, Tenant will be in default. C. If Tenant is in default, Landlord may, with at least 3 days written notice to Tenant: (i) terminate this lease, or (ii) terminate Tenant's right to occupy the leased premises without terminating this lease and may accelerate all rents which are payable during the remainder of this lease or any renewal period. Landlord will attempt to mitigate any damage or loss caused by Tenant's breach by using commercially reasonable means. If Tenant is in default, Tenant will be liable for: (1) any lost rent; (2) Landlord's cost of reletting the leased premises, including brokerage fees, advertising fees, and other fees necessary to relet the leased premises; (3) repairs to the leased premises for use beyond normal wear and tear; (4) all Landlord's costs associated with eviction of Tenant, such as attorney's fees, court costs, and prejudgment interest; (5) all Landlord's costs associated with collection of rent such as collection fees, late charges, and returned check charges; (6) cost of removing any of Tenant's equipment or fixtures left on the leased premises or Property; (7) cost to remove any trash, debris, personal property, hazardous materials, or environmental contaminants left by Tenant or Tenant's employees, patrons, guests, or invitees in the leased premises or Property; (8) cost to replace any unreturned keys or access devices to the leased premises, parking areas, or Property; (9) any other recovery to which Landlord may be entitled under this lease or under law. 21. ABANDONMENT, INTERRUPTION OF UTILITIES, REMOVAL OF PROPERTY, AND LOCKOUT: Chapter 93 of the Texas Property Code governs the rights and obligations of the parties with regard to: (a) abandonment of the leased premises; (b) interruption of utilities; (c) removal of Tenant's property; and (d) "lock -out" of Tenant. 22. HOLDOVER: If Tenant fails to vacate the leased premises at the time this lease ends, Tenant will become a tenant -at -will and must vacate the leased premises immediately upon receipt of demand from Landlord. No holding over by Tenant, with or without the consent of Landlord, will extend this lease. Tenant will indemnify Landlord and any prospective tenants for any and all damages caused by the holdover. Rent for any holdover period will be 150% of the base monthly rent plus any additional rent calculated on a daily basis and will be immediately due and payable daily without notice or demand. (TAR-2101)1-26-10 Initialed for Identification by Landlord: , and Tenan . Page 10 of 15 Produced with ZlpForm9 by 21pLo9bt 18070 Fifteen Mlle Road, Fraser, Miehigan 48026 anto1r.2J0LaSbL .gym 2345.501h 2345-50th Commercial Lease concerning: Lubbock, lSIL[11121aZlilrfis--l-�ilSli9 aQa_�ll9ia-�ilSrLj r.la of Ali al�aa:-ASl:uiY`�t!I la�lal<9ia!ti.lr,ii Jii� 19ii1 .1f .'i-1r1=�i1'.11�!l awl ��7 is NER Warm M-Tffuller. IF -Tr 22 - ii 1 A 24. ASSIGNMENT AND SUBLETTING: Landlord may assign this lease to any subsequent owner of the Property. Tenant may not assign this lease or sublet any part of the leased premises without Landlord's written consent. An assignment of this lease or subletting of the leased premises without Landlord's written consent is voidable by Landlord. If Tenant assigns this lease or sublets any part of the leased premises, Tenant will remain liable for all of Tenant's obligations under this lease regardless if the assignment or sublease is made with or without the consent of Landlord. 25. RELOCATION: ❑ A. By providing Tenant with not less than 90 days advanced written notice, Landlord may require Tenant to relocate to another location in the Property, provided that the other location is equal in size or larger than the leased premises then occupied by Tenant and contains similar leasehold improvements. Landlord will pay Tenant's reasonable out-of-pocket moving expenses for moving to the other location. "Moving expenses" means reasonable expenses payable to professional movers, utility companies for connection and disconnection fees, wiring companies for connecting and disconnecting Tenant's office equipment required by the relocation, and printing companies for reprinting Tenant's stationary and business cards. A relocation of Tenant will not change or affect any other provision of this lease that is then in effect, including rent and reimbursement amounts, except that the description of the suite or unit number will automatically be amended. p B. Landlord may not require Tenant to relocate to another location in the Property without Tenant's prior consent. 26. SUBORDINATION: A. This lease and Tenant's leasehold interest are and will be subject, subordinate, and inferior to: (1) any lien, encumbrance, or ground lease now or hereafter placed on the leased premises or the Property that Landlord authorizes; (2) all advances made under any such lien, encumbrance, or ground lease; (3) the interest payable on any such lien or encumbrance; (4) any and all renewals and extensions of any such lien, encumbrance, or ground lease; (5) any restrictive covenant affecting the leased premises or the Property; and (6) the rights of any owners' association affecting the leased premises or Property. B. Tenant must, on demand, execute a subordination, attornment, and non -disturbance agreement that Landlord may request that Tenant execute, provided that such agreement is made on the condition that this lease and Tenant's rights under this lease are recognized by the lien -holder. 27. ESTOPPEL CERTIFICATES & FINANCIAL INFORMATION: A. Within 10 days after receipt of a written request from Landlord, Tenant will execute and deliver to Landlord an estoppel certificate that identifies the terms and conditions of this lease. B. Within 30 days after receipt of a written request from Landlord, Tenant will provide to Landlord Tenant's current financial information (balance sheet and income statement). Landlord may request the financial information no more frequently than once every 12 months. (TAR-2101) 1-26-10 Initialed for Identification by Landlord`-, , and Tena Page 11 of 15 Produced vnth ZipFortn® by zlpLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 WWW ApLagix en_m 2345-50th 234E-50th Commercial Lease concerning: Lubbock. 28. CASUALTY LOSS: A. Tenant must immediately notify Landlord of any casualty loss in the leased premises. Within 20 days after receipt of Tenant's notice of a casualty loss, Landlord will notify Tenant if the leased premises are less than or more than 50% unusable, on a per square foot basis, and if Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss. B. If the leased premises are less than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord will restore the leased premises to substantially the same condition as before the casualty. If Landlord fails to substantially restore within the time required, Tenant may terminate this lease. C. If the leased premises are more than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord may: (1) terminate this lease; or (2) restore the leased premises to substantially the same condition as before the casualty. If Landlord chooses to restore and does not substantially restore the leased premises within the time required, Tenant may terminate this lease. D. If Landlord notifies Tenant that Landlord cannot substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss, Landlord may: (1) choose not to restore and terminate this lease; or (2) choose to restore, notify Tenant of the estimated time to restore, and give Tenant the option to terminate this lease by notifying Landlord within 10 days. E. If this lease does not terminate because of a casualty loss, rent will be reduced from the date Tenant notifies Landlord of the casualty loss to the date the leased premises are substantially restored by an amount proportionate to the extent the leased premises are unusable. 29. CONDEMNATION: If after a condemnation or purchase in lieu of condemnation the leased premises are totally unusable for the purposes stated in this lease, this lease will terminate. If after a condemnation or purchase in lieu of condemnation the leased premises or Property are partially unusable for the purposes of this lease, this lease will continue and rent will be reduced in an amount proportionate to the extent the leased premises are unusable. Any condemnation award or proceeds in lieu of condemnation are the property of Landlord and Tenant has no claim to such proceeds or award. Tenant may seek compensation from the condemning authority for its moving expenses and damages to Tenant's personal property. 30. ATTORNEY'S FEES: Any person who is a prevailing party in any legal proceeding brought under or related to the transaction described in this lease is entitled to recover prejudgment interest, reasonable attorney's fees, and all other costs of litigation from the nonprevailing party. 31. REPRESENTATIONS: A. Tenant's statements in this lease and any application for rental are material representations relied upon by Landlord. Each party signing this lease represents that he or she is of legal age to enter into a binding contract and is authorized to sign the lease. If Tenant makes any misrepresentation in this lease or in any application for rental, Tenant is in default. B. Landlord is not aware of any material defect on the Property that would affect the health and safety of an ordinary person or any environmental hazard on or affecting the Property that would affect the health or safety of an ordinary person, except: (TAR-2101)1-26-10 Initialed for Identification by Landlonr, '� , and Tenant Page 12 of 15 Produced with I1pFom* by xlpLoglx 18070 Fifteen Mlle Road, Fraser. Michigan 48026 aaeoeczlpLeglY rim 2345-50th 2345-50th Commercial Lease concerning: Lubbock, C. Each party and each signatory to this lease represents that: (1) it is not a person named as a Specially Designated National and Blocked Person as defined in Presidential Executive Order 13224; (2) it is not acting, directly or indirectly, for or on behalf of a Specially Designated and Blocked Person; and (3) is not arranging or facilitating this lease or any transaction related to this lease for a Specially Designated and Blocked Person. Any party or any signatory to this lease who is a Specially Designated and Blocked person will indemnify and hold harmless any other person who relies on this representation and who suffers any claim, damage, loss, liability or expense as a result of this representation. 32. BROKERS: A. The brokers to this lease are: Westar Coimnercial Realty Wilkerson Pronarties. Inc. Principal Broker License No. Cooperating Broker License No. Kevin Watt Cordon Wilkerson Agent Agent 4415-71st, Ste, 12 P. O. Box 2525 Address Address Lubbock. TX 79424 Lubbock. TX 79408 806 797-3231 t8061474-2207 Phone F5x Phone Fax E-Mail License No. - aLicense No. Principal Broker: (Check only one box) Cooperating Broker represents Tenant. ® represents Landlord only. ❑ representsTenant only. ❑ is an intermediary between Landlord and Tenant. B. Fees: 0 0) Principal Broker's fee will be paid according to: (Check only one box). x (a) a separate written commission agreement between Principal Broker and: ❑ Landlord ❑ Tenant. ❑ (b) the attached Addendum for Broker's Fee. 0 (2) Cooperating Broker's fee will be paid according to: (Check only one box). Q (a) a separate written commission agreement between Cooperating Broker and: ❑ Principal Broker ❑ Landlord ❑ Tenant. ❑ (b) the attached Addendum for Broker's Fee. 33. ADDENDA: Incorporated into this lease are the addenda, exhibits and other information marked in the Addenda and Exhibit section of the Table of Contents. If Landlord's Rules and Regulations are made part of this lease, Tenant agrees to comply with the Rules and Regulations as Landlord may, at its discretion, amend from time to time. 34. NOTICES: All notices under this lease must be in writing and are effective when hand -delivered, sent by mail, or sent by facsimile transmission to: Landlord at: Al.lianca Realty Services Address:6306 Iola #200. Lubbock. TX 79424 Phone: Fax: and a copy to: Address: Phone: Fax: ❑ Landlord also consents to receive notices by e-mail at: (TAR-2101) 1-26-10 Initialed for Identification by Landlorde, and Tenant: Page 13 of 15 Produced with ZtpForm& by sipLogbt 18070 Fifteen Mile Road, Fraser, Michigan 48028 �;� �+�*_^ 2345-50th 2345-50th Commercial Lease concerning: Lubbock. Tenant at the leased premises, and a copy to: Wes Everett, Director of Facilities Management Address: P. O. Box 2000, Lubbock, TX 79408 Phone: (806) 775-2275 Fax: ❑ Tenant also consents to receive notices by e-mail at: 35. SPECIAL PROVISIONS: 36. AGREEMENT OF PARTIES: A. Entire Agreement:This lease contains the entire agreement between Landlord and Tenant and may not be changed except by written agreement. B. binding Effect: This lease is binding upon and inures to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns. C. mint and Several: All Tenants are jointly and severally liable for all provisions of this lease. Any act or notice to, or refund to, or signature of, any one or more of the Tenants regarding any term of this lease, its renewal, or its termination is binding on all Tenants. D. Controllingg Law: The laws of the State of Texas govern the interpretation, performance, and enforcement of this lease. E. Severable Clauses: If any clause in this lease is found invalid or unenforceable by a court of law, the remainder of this lease will not be affected and all other provisions of this lease will remain valid and enforceable. F. Waiver: Landlord's delay, waiver, or non -enforcement of acceleration, contractual or statutory lien, rental due date, or any other right will not be deemed a waiver of any other or subsequent breach by Tenant or any other term in this lease. G. ouiet E ayment: Provided that Tenant is not in default of this lease, Lan lord covenants that Tenant will enjoy possession and use of the leased premises free from material in ere ce. (TAR-2101)1-26-10 Initialed for Identification by Landlord" - , - , and Tenant: Page 14 of 15 Produced with ZipFormS by zlpLogix 10070 Fifteen Mile Road, Fraser, Michigan 48026 Y....L1pLQW = 2345-50th