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Ordinance No. 6,038911010 --20 ORDINANCE NO. 6038 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO A LEASE AGREEMENT ON BEHALF OF THE CITY OF BAYTOWN FOR OFFICE /WAREHOUSE SPACE; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby approves a lease agreement for office /warehouse space, and authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to said lease agreement. A copy of said lease agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, City Council of October, 1991. READ and PASSED by the affirmative vote of the the City of Baytown, this the 10th day of i ETT O. HUTTO, Mayor ATTEST: , 2z��� EILE'E: P. LL, City Clerk C NACIO RAM REZ, S , City Attorney C:1:74:24 / 10/02/1991 12 12 FROM 713 497 -3393 FAX To 4536808 LEASE AGREEMENT THE STATE OF TEXAS § COMMY of HARRIS § THIS LEASE AGREEMENT is made and entered into by and between I -10 REALTY L.P. , hereinafter referred to as "Landlord," and THE CITY Cr BAYTOW -6 , hereinafter referred to as "Tenant." AI IIs I8$1 1$: In consideration of the mutual covenants herein, Landlord hereby demises and leases to Tenant and Tenant hereby leases from Landlord, subject to all the terms and conditions herein set forth, those certain premises hereinafter referred to as the "Leased Premises" described in Item A of the Basic Lease Provisions and shown on the drawings attached hereto as Exhibit "A" and made a part hereof for all purposes. The buildings in which the Leased Premises are located, the land on which the buildings are situated (described in the attached Exhibit "B ") , the parking area and all improvements and appurtenances to the buildings are referred to collectively herein as the "Project ". BASIC- iXA_$Z PROYISI0 -Y—S A. Project Name: 11821 I -10 East Building: Floor: 2nd Suite: ?Fn _ Street Address: 11821 I -10 East City of Houston County of Harris State of Texas Rentable Area: 13,183 square feet B. Total Rentable Area of Project: 79,095 square feet Tenant's Project Expense Percentage: 16.667 % Initial Basic Cost: $ 4.70 per square foot. C. Term: 5 years and -0- months D. Target Commencement Date: November 1, 1991 T E. Expiration Date: Last day of october 1996 F. Base Monthly Rent: $ 9,491.76 G. Prepaid Rent: $ 9,491.76 H. Security Deposit_ $ 4,086.32 I. Broker(s): Park Avenue, Inc. S. Addresses for notices due under this Lease: Landlord: Tenant: I -10 Realty L.P. The City of Baytown c/o Park Avenue, Inc. P.Q. Box 424 11999 Katy Freeway, Suite 400 Baytown, Texas 77512 Houston, Texas 77079 � j P.02 ARTICLE 1 TERM AND POSSESSION Section I.I. Commenceme The term of this Lease shall be the period of time specified in Item C of the Basic Lease Provisions, adjusted as provided below. The term shall commence on the Target Commencement Date set forth in Item D of the Basic Lease Provisions or such later date as the Leased Premises shall be tendered to Tenant as set forth below, or such earlier date as Tenant takes possession or commences use of the Leased Premises for any purpose, and shall terminate, without notice to Tenant, upon the expiration of the term of this Lease as set forth in Item c of the Basic Lease Provisions. If the Lease commences on a day other than the first day of a calendar month, the term of the Lease shall be extended by that part of one (1) month necessary to cause the expiration of the term to be on the last day of a calendar month. Section 1.2. Acceptance of Leased Premises. Except as set forth in the Addendum attached hereto, Landlord shall not be required to construct any lease space improvements or building modifications. Tenant acknowledges that it has, prior to the execution hereof, inspected the teased Premises, and that Tenant is accepting the Leased Premises in its "AS -IS" condition. In the event Landlord agrees to construct lease space improvements and building modifications, Landlord agrees to perform or cause to be performed same in accordance with the terms set forth in the Addendum attached hereto, subject to events and delays beyond its control for which Landlord will not be liable to Tenant in any way. Landlord will tender the Leased Premises to Tenant by providing fifteen (15) days written notice of the day on which Landlord's work will be completed. Upon delivery of possession of the Leased Premises to Tenant, Landlord and Tenant shall execute the Acceptance of Premises Memorandum, which besides fixing the Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Leased Premises and its condition, and that the Leased Premises is satisfactory in all respects except for minor "punch list" items agreed to in writing by Landlord and Tenant, which Landlord will promptly remedy. If Tenant takes possession of the Leased Premises, Tenant shall be deemed to have accepted the Leased Premises even though the Acceptance of Premises Memorandum may not have been executed. Section 1.3. Holding over. Tenant will at the termination of this Lease by lapse of time or otherwise, yield immediate possession to Landlord. If Landlord agrees in writing that Tenant may hold over after the expiration or termination of this Lease, unless the parties hereto otherwise agree in writing on the terms of such holding over, the hold over tenancy shall be subject to termination by Landlord at any time upon not less than five (5) days advance written notice, or by Tenant at any time upon not less than thirty (30) days advance written notice, and all of the other terms and provisions of this Lease shall be applicable during that period, except that Tenant shall pay Landlord from time to time upon demand, as rental for the period of hold over, an amount equal to two (2) times the rent in effect on the termination date, computed on a daily basis for each day of the hold over period. No holding over by Tenant, whether with or without consent of Landlord shall operate to extend this Lease except as otherwise expressly provided. The preceding provisions of this Section shall not be construed as Landlord's consent for Tenant to hold over. ARTICLE 2 RENT Section 2.1. Base ,Rent. Tenant agrees to and shall pay Landlord at the address for Landlord specified in Item i of the Basic Lease Provisions, or at such other place as Landlord shall designate from time to time in writing, as Base Rent for the Leased - 2 - Premises the monthly sum shown in Item F of the Basic Lease Provisions. The Base Rent shall be payable in advance, without demand, deduction or set off, for the entire term hereof. If the day upon which the term of this Lease shall commence is other than the first day of the month, then the Base Rent for the initial fraction of a month shall be apportioned on a per diem basis. Concurrently with the execution hereof, Tenant shall pay to Landlord the sum set forth in Item G of the Basic cease Provisions to be applied to the first accruing installment(s) of Base Rent hereunder. Section 2.2. Additional gam. A. In consideration of the Base Rent provided for herein, Landlord shall pay the Basic Cost (as hereinafter defined) of repairing, maintaining and operating the Project and the Leased Premises hereby leased; provided, however, Landlord's obligation to pay the Basic Cost during each year of the Lease term shall be limited to an amount per square foot of rentable area in the Project equal to the Initial Basic Cost specified in Item B of the Basic Lease Provisions. B. "Basic Cost" as said term is used herein shall consist of the operating expenses of the Project, which shall be computed on the accrual basis. All operating expenses shall be determined in accordance with generally accepted accounting principles, consistently applied. The term "operating expenses" as used herein shall mean all expenses, costs and disbursements of Landlord (but no replacement of capital investment items or management office expense nor specific costs specifically billed to and paid by specific tenants) in connection with the ownership and operation of the Project and parking area appurtenant thereto, including but not limited to the following: (1) Cost of casualty and liability insurance applicable to the Project and Landlord's personal Property used in connection therewith. (2) All taxes and assessments and other governmental charges whether Federal, state, county or municipal and whether they be by taxing districts or authorities presenting taxing the Project or by others subsequently created or otherwise, and any other taxes and improvement assessments attributable to the Project or its operation excluding, however, Federal and state taxes on income. It is agreed that Tenant will be responsible for ad valorem taxes on its personal property and on the value of the leasehold improvements to the extent that the same exceed standard Project allowance. (3) Cost of repairs and general maintenance of the Project and common areas (excluding repairs and general maintenance of the roof, foundation and exterior walls of the Project, repairs and general maintenance paid by proceeds of insurance or by Tenant or other third parties, and alterations attributable solely to tenants of the Project other than Tenant). (yj Water, sewer, electrical and other utility charges; service and other charges incurred in the operation and maintenance of the elevators and the heating, ventilation and air conditioning system; cleaning and other janitorial services; tools and supplies; landscape maintenance costs; security services; license, permit and inspection fees; management fees; wages and related benefits payable to employees engaged in the maintenance and operation of the Project, including taxes and insurance relating thereto; accounting services; trash removal; garage maintenance and operating costs; and, in general, all other costs and expenses which would generally be regarded as operating and maintenance costs and expenses for the Project. =W= C. In the event that the Basic Cost of Landlord's operation of the Project during any calendar year of the term of this Lease shall exceed the Initial Basic Cost set out in Item B of the Basic Lease Provisions, Tenant shall pay to Landlord as additional rent its pro rata share of the increase in such Basic Cost for such year over the Initial Basic Cost. Tenant's pro rata share shall be a fraction of the total of such increase, the numerator of Which shall be the rentable area contained in the Leased Premises and the denominator of which shall be the number of square feet which is the total rentable area contained in the Project, as set forth in Item B of the Basic Lease Provisions. If at any time during the term of this Lease, Landlord has reason to believe that the Basic Cost of Landlord's operation of the Project will exceed the Initial Basic Cost, Landlord may direct that Tenant prepay monthly a pro rata portion of such excess as estimated by Landlord. Tenant agrees that any such prepayment directed by Landlord shall be due and payable monthly on the same day that Base Rent is due, and in addition thereto. Section 2.3. Late gharge. In the event Tenant fails to pay any installment of rent or any reimbursement, additional rental, or any other payment hereunder as and when such payment is due, to help defray the additional cost to Landlord for processing such late payments, Tenant shall pay to Landlord on demand a late charge in an amount equal to the greater of (i) Fifty and No /100 Dollars ($50.00), or (ii) five percent (5$) of such installment, reimbursement; additional rental or any other payment; and the failure to pay such late charge within five (5) days after demand shall therefor be an event of default hereunder. The provision for such late charge shall be in addition to all of Landlord's other remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord's remedies in any manner. ARTICLE 3 SECURITY DEPOSIT Section 3.1. Security Deposit. Tenant has deposited with Landlord the sum of set forth in Item H of the Basic Lease Provisions as security for the full performance of the provisions of this Lease. Upon the occurrence of any default by Tenant hereunder, Landlord may use or retain the whole or any part of said sum in lieu of any sum due to Landlord or apply the same to defray any expense or damage reasonably incurred by reason of the default, and Tenant shall on demand pay to Landlord a like sum as additional security. If Tenant is not in default at the termination of this Lease, Landlord shall return any remaining balance of the deposit to Tenant. Landlord's obligation respecting the deposit is that of a debtor, not a trustee; the fund may be commingled or dissipated, or both, and no interest shall accrue thereon. ARTICLE 4 OCCUPANCY AM USE Section 4.1. Use of Leased Premises. The Leased Premises shall be used only for the purposes of office space and for such other lawful purposes as may be incidental thereto. Outside storage, including without limitation, trucks and other vehicles, is prohibited without Landlord's prior written consent. Tenant shall at its own cost and expense obtain any and all licenses and permits necessary for any such use. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Leased Premises, and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of nuisances in or upon, or connected with, the Leased Premises, all at Tenant's sole expense. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Leased Premises, nor take any other action which would constitute a nuisance or would disturb or endanger any other tenants of the Project or unreasonably interfere with their use of their respective premises. Without Landlord's =-M prior written consent, Tenant shall not receive, store or otherwise handle any product, material or merchandise which is explosive or highly inflammable. Tenant will not occupy or use, or permit any portion of the Leased Premises to be occupied or used for any business or purpose which is unlawful, disreputable or deemed to be extra- hazardous on account of fire, or permit anything to be done which would in any way increase the rate of fire _insurance coverage on the Project and /or its contents or render such insurance coverage void. Section 4.2. Rules and Regulations. Reasonable rules and regulations applying to all tenants in the Project may be adopted by Landlord for the safety, care and cleanliness of, and preservation of good order in, the Leased Premises and the Project, and same are hereby made a part hereof. Tenant agrees to comply with all such rules and regulations. Landlord shall have the right at all times to change such rules and regulations or to amend them in any reasonable manner. All changes and amendments will be sent by Landlord to Tenant in writing and shall be thereafter carried out and observed by Tenant (See Exhibit "D" attached hereto). Section 4.3. gds. Tenant shall have the right to install signs upon the Leased Premises only when first approved in writing by Landlord and subject to any applicable governmental laws, ordinances, regulations, Landlord's architectural controls, and other requirements. Tenant shall remove all such signs by the termination of this Lease. Such installations and removals shall be made in such manner as to avoid injury or defacement of the building and other improvements, and Tenant shall repair any injury or defacement, including without limitation discoloration, caused by such installation and /or removal. Section 4.4. Quiet Possession. Upon Tenant's paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have the quiet possession of the "Leased Premises for the entire Term hereof, subject to all of the provisions of this Lease. ARTICLE 5 UTILITIES AND SERVICES. Section 5.1. Services to be Provided. Provided tenant is not in default hereunder, Landlord agrees to furnish or cause to be furnished to the Leased Premises, the utilities and services described below, subject to the conditions and in accordance with the standards set forth herein: (1) Landlord shall provide automatic elevator facilities at all times. (2) On generally accepted business days from 7 a.m. to 6 p.m. and on Saturdays from a a.m. to 12 noon, Landlord shall ventilate the Premises and furnish heat or air conditioning, at such temperatures and in such amounts as Landlord deems standard, when, in the judgment of Landlord, it is required for the comfortable occupancy of the Leased Premises, subject to any governmental requirements or standards relating to, among other things, energy conservation. Upon request, Landlord shall make available at Tenant's expense after -hours heat or air conditioning. The minimum use of after hours heat or air conditioning and the cost thereof shall be determined from time to time by Landlord and confirmed in writing to Tenant. (3) Landlord shall furnish to the Leased Premises at all times, subject to interruptions beyond Landlord's control, electric current as required by the customary office lighting and receptacles. Tenant's use of electric current shall at no time exceed the capacity of the - 5 - feeders to the building or the wiring insulation. Tenant shall not install or use or permit the installation or use of any computer or electronic data processing equipment or similar machines of high electrical consumption in the Leased Premises, without the prior written consent of Landlord. (4) Landlord shall furnish water for drinking, cleaning and lavatory purposes only. (5) Landlord shall provide janitorial services to the Leased Premises, comparable to that provided in other first class office buildings in the vicinity, provided the Leased Premises are used exclusively as offices. Section 5.2. additional S rvice2. Landlord may impose a reasonable charge for any utilities and services, including without limitation, air conditioning, electric current, and water, provided by Landlord by reason of any substantial use of the Leased Premises at any time other than the hours set forth above or for any use beyond what Landlord agrees herein to furnish or because of special electrical, cooling and ventilating needs created by Tenant's hybrid telephone equipment, computers and other similar equipment or uses. Section 5.3. ' Tenant agrees to cooperate fully at all times with Landlord and to abide by all regulations and requirements which Landlord may prescribe for the use of the above utilities and services. Any failure to pay any excess costs as described above upon demand by Landlord shall constitute a breach of the obligation to pay Rent under this Lease and shall entitle the Landlord to the rights herein granted for such breach. Section 5.4. Seryi 'o . Landlord shall not be liable for, and Tenant shall not be entitled to, any abatement or reduction of Rent by reason of Landlords failure to maintain temperature or electrical levels os to furnish any of the foregoing services when such failure is caused by accident, breakage, repairs, strikes, lockouts or other labor disturbance or labor dispute of any character, governmental regulation, moratorium or other governmental action, inability by exercise of reasonable diligence to obtain electricity, water or fuel, or by any other cause beyond Landlord's reasonable control, nor shall any such failure, stoppage or interruption of any such service be construed as an eviction of Tenant, or relieve Tenant from the obligation to perform any covenant or agreement herein. In the event of any failure, stoppage or interruption thereof, however, Landlord shall use reasonable diligence to resume service promptly. Section 5.5. Modifj2AtJ21M. Notwithstanding anything hereinabove to the contrary, Landlord reserves the right from time to time to make reasonable and nondiscriminatory modifications to the above standards for utilities and services. ARTICLE 6 REPAIRS, MAINTENANCE, ALTERATION8 AND INSPECTIONS Section 6..1. BApai s aPd Mai mg1,�,nce og the prf]� ort . Landlord shall provide for the cleaning and maintenance of the public Portions of the Project. Unless otherwise expressly stipulated herein, Landlord shall not be required to make any improvements or repairs of any kind or character on the Leased Premises during the term of this Lease, except repairs to the exterior walls, corridors, windows, roof and other structural elements and equipment of the project, and such additional maintenance as may be necessary because of damage by person other than Tenant, its agents, employees, invitees or visitors. Landlord shall not be liable to Tenant for losses due to theft or burglary, or for damages done by unauthorized persons in the Leased Premises. - 6 - Section 6.2. Tenant's Repairs. A. Tenant shall at its own cost and expense keep and maintain all -parts of the Leased Premises (except those for which Landlord is expressly responsible under the terms of the Lease) in good condition, promptly making all necessary repairs and replacements. Tenant shall not be obligated to repair any damage caused by fire, tornado or other casualty covered by the insurance to be maintained by Landlord pursuant to Section 7.1 below, except that Tenant shall be obligated to repair all wind damage to glass except with respect to tornado or hurricane damage. B. Tenant shall not damage any demising wall or disturb the integrity and support provided by any demising wall and shall, at its sole cost and expense, promptly repair any damage or injury to any demising wall caused by Tenant or its employees, agents or invitees. C. Tenant and its employees, customers and licensees shall have the exclusive right to use the parking areas, if any, as may be designated by the Landlord in writing, subject to such reasonable rules and regulations as Landlord may from time to time prescribe and subject to rights of ingress and egress of other tenants. Landlord shall not be responsible for enforcing Tenant's exclusive parking rights against any third parties. Section 6.3. Alterations. Tenant shall not make any alterations, additions or improvements to the Leased Premises without the prior written consent of Landlord. All such alternations, additions or improvements shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating the Leased Premises and shall be delivered up to the Landlord with the Leased Premises. Tenant may, without the consent of Landlord, but at its own cost and expense and in a good workmanlike manner erect such trade fixtures as. it may deem advisable, without altering the basic character of the building or improvements and without overloading or damaging such building or improvements. All trade fixtures installed by Tenant may be removed by .Tenant prior to the termination of this Lease if Tenant so elects, and shall be removed by the date of termination of this Lease or upon earlier vacating of the Leased Premises if required by Landlord; upon any such removal Tenant shall restore the Leased Premises to their original condition. If Tenant fails to remove such trade fixtures prior to the termination of this Lease, such trade fixtures shall become the property of Landlord as of the date of termination of this Lease. All such removals and restoration shall be accomplished in a good workmanlike manner so as not to damage the primary structure qualities of the buildings and other improvements situated on the Leased Premises. Section 6.4. Inspection. Landlord and Landlord's agents and representatives shall have the right to enter and inspect the Leased Premises at any reasonable time during business hours, for the purpose of ascertaining the condition of the Leased Premises or in order to make such repairs as may be required or permitted to be made by Landlord under the terms of this Lease. During the period that is six (6) months prior to the end of the term hereof, Landlord and Landlord's agents and representatives shall have the right to enter the Leased Premises at any reasonable time during business hours for the purpose of showing the Leased Premises and shall have the right to erect on the Leased Premises a suitable sign indicating the Leased Premises are available. Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating the Leased Premises and shall arrange to meet with Landlord for a joint inspection of the Leased Premises prior to vacating. In the event of Tenant's failure to give such notice or arrange such joint inspection, Landlord's inspection at or after Tenant's vacating the Leased Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration. - 7 - ARTICLE 7 INsuRANCB, FIRS AND CASUALTY Section 7.1. Insurance. Landlord agrees to maintain standard fire and extended coverage insurance covering the Project of which the Leased Premises are a part in an amount not less than eighty (80t) percent (or such greater percentage as may be necessary to comply with the provisions of any co- insurance clauses of the policy) of the "replacement cast" thereof as such term is defined in the Replacement Cost Endorsement to be attached thereto, insuring against the perils of Fire, Lightning and Extended Coverage, such coverages and endorsements to be defined, provided and limited in the standard bureau forms prescribed by the insurance regulatory authority for the state in which the Leased Premises are situated for use by insurance companies admitted in such state for the writing of such insurance on risks located within such state. Subject to the provisions of Sections 7.3, 7.4 and 7.5 below, such insurance shall be for the sole benefit of Landlord and under its sole control. Section 7.2. Notice of Casualty. If the buildings of which the Leased premises are a part should be damaged or destroyed by fire, tornado or other casualty, Tenant shall give immediate written notice thereof to Landlord. Section 7.3. Total pestruction. If the buildings of which the Leased Premises are a part should be totally destroyed by fire, tornado or other casualty, or if they should be damaged, thereby that rebuilding or repairs cannot in Landlord's estimation be completed within two hundred (200) days after the date upon which Landlord is notified by Tenant of such damage, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage. Section 7.4. Par&ial DestINction. If the buildings situated upon the Leased Premises should be damaged by any peril covered by the insurance to be provided by Landlord under Section 7.01 above, but only to such extent that rebuilding or repairs can in Landlord's estimate be completed within two hundred (200) days after the date upon which Landlord is notified by Tenant of such damage, this Lease shall not terminate, and Landlord shall at its sole cost and expense thereupon proceed with reasonable diligence to rebuild and repair such buildings to substantially the condition in which they existed prior to such damage but only to the extent same can be accomplished with insurance proceeds received by Landlord, however, Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements which may have been placed in, on or about the Leased Premises by Tenant. If the Leased Premises are untenantable in whole or in part following such damage, the rent payable hereunder during the period in which they are untenantable shall be reduced to such extent as may be fair and reasonable under all of the circumstances. In the event that Landlord should fail to complete such repairs and rebuilding within two hundred (200) days after the date upon which Landlord is notified by Tenant of such damage, Tenant may at its option terminate this Lease by delivering in writing written notice of termination to Landlord as Tenant's exclusive remedy, whereupon all rights and obligations hereunder shall cease and terminate. Section 7.5. Application of Insurance Proceeds to Mortgage. Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Leased Premises requires that the insurance proceeds be applied to such indebtedness, then L.:rdlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon all rights and obligations hereunder shall cease and terminate. Section 7.6. Waiver of Subrogation. Each of Landlord and Tenant hereby releases the other from any loss or damage to property - 8 - caused by fire or any other perils insured in policies of insurance covering such property, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. ARTICLE 8 SUBLETTING AND ASSIGNING Section 8.1. Sublettina and Assigning. Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part by operation of law or otherwise, or mortgage or pledge the same, or sublet the Leased Premises, or any part thereof, without the prior written consent of Landlord, and in no event shall any such assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Leased Premises or any portion thereof may assign or sublet the Leased Premises or any portion thereof. If the Tenant desires to assign or sublet all or any part of the Leased Premises, it shall discuss same with the Landlord at least ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. When Tenant has obtained an assignee or subleasee, Tenant shall provide Landlord with a copy of the proposed assignment or sublease, and Landlord shall have the option to: (1) Cancel the Lease as to the Leased Premises or portion thereof proposed to be assigned or sublet; or (2) Consent to the proposed assignment or sublease, in which event, however, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration therefor or any payment incident thereto) for the space assigned or sublet exceed the hereinabove provided rent payable under this Lease for such space, Tenant shall be bound and obligated to pay Landlord all such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant from such assignee or sublessee, as the case may be; (3) Refuse its consent to the proposed assignment or sublease but allow Tenant to continue in the search for an assignee or sublessee that may be acceptable to Landlord, which option shall be deemed to be elected unless Landlord gives Tenant written notice providing otherwise. ARTICLE 9 LIABILITY AND TBNANTIS INSURANCE Section 9.1. Liability and Tenant's Insurance. Landlord shall not be liable to Tenant or Tenant's employees, agents, patrons or visitors, or to any other person whomsoever, for any injury to person or damage to property on or about the Leased Premises, resulting from and /or caused in part or whole by the negligence or misconduct of Tenant, its agents, servants or employees, or of any other person entering upon the Leased Premises, or caused by the buildings and improvements of which the Leased Premises are a part becoming out of repair, or caused by leakage of gas, oil, water or steam or by electricity emanating from the Leased Premises, or due to any cause whatsoever, and Tenant hereby covenants and agrees that it will at all times indemnify and hold safe and harmless the Project, the Landlord (including without limitation the trustee and beneficiaries if Landlord is a trust), Landlord's agents and employees from any loss, liability, claims, suits costs, expenses, including without limitation attorney's fees and damages, both real and alleged, arising out of any such damage or injury, except injury to persons or damage to property the sole cause of which is the negligence of Landlord or the failure of Landlord to repair any part of the Leased Premises which Landlord is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Tenant of needed repairs. Tenant shall procure and maintain throughout the term of this Lease a policy or policies of insurance, at its sole cost and expenses, insuring both Landlord and Tenant against all claims, demand or actions arising out of or in connection with (i) the Leased Premises; (ii) the condition of the Leased Premises; (iii) Tenant's operations in and maintenance and use of the Leased Premises; and (iv) Tenant's liability assumed under this Lease, the limits of such policy or policies to be in the amount of not less than $500,000.00 per occurrence in respect of injury to persons (including death), and in the amount of not less than $100,000.00 per occurrence in respect of property damage or destruction, including loss of use thereof. All such policies shall be procured by Tenant from responsible insurance companies satisfactory to Landlord. Certified copies of such policies, together with receipt evidencing payment of premiums therefor, shall be delivered to Landlord prior to the commencement date of this Lease. Not less than fifteen (15) days prior to the expiration date of any such policies, certified copies of the renewals thereof (bearing notations evidencing the payment of renewal premiums) shall be delivered to Landlord. such policies shall further provide that not less than thirty (30) days written notice shall be given to Landlord before such policy may be canceled or changed to reduce insurance provided thereby. ARTICLE 10 CONDEMNATION Section 10.1. Condemnation. If during the term of this Lease all or such a substantial part of the Leased Premises should be taken for any public or quasi - public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, and if such taking would prevent or materially interfere with the use of the Leased Premises for the purposes for which it is then being used, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. In the event a portion of the Leased Premises shall be taken for any public or quasi - public use under any governmental law, ordinance or regulation, or by right of eminent domain, by private sale in lieu thereof and this Lease is not terminated as provided above, Landlord shall, at Landlord's sole cost and expense, restore and reconstruct the Leased Premises to the extent necessary to make the same reasonably tenantable. The rent payable hereunder during the unexpired portion of this Lease shall be adjusted to such extent as may be fair and reasonable under the circumstances. Landlord shall be entitled to receive and retain the entire award for the taking of the Leased Premises. Tenant shall be entitled to the award only for the taking of any of its personal property located on the premises. If, in the event of a partial condemnation or taking, Landlord is required or elects to repair or restore the Leased Premises, Landlord shall not be obligated to expend for such repair or restoration any amount in excess of the award recovered by Landlord as a result of such condemnation or taking. If at the time a condemnation or taking occurs there is a mortgage, deed of trust or other security instrument covering the Project in which the Leased Premises is a part and the holder of the indebtedness secured by any such security instrument elects to have the award payable as a result of such condemnation or taking applied against the secured indebtedness, Landlord shall not be obligated to repair or restore the Leased Premises, notwithstanding any other provisions to the contrary herein contained; and in such event this Lease shall - 10 - terminate and the rent shall be abated during the unexpired term of this Lease, effective with the date of such condemnation or taking. ARTICLE 11 DEFAULT Section 11.1. Eyents of default. The following events shall be deemed to be events of default by Tenant under this Lease: (1) Tenant shall fail to pay any installment of the rent or other sums or charges payable under this Lease on the date the same is due and such failure shall continue for a period of five (5) days thereafter. (2) Tenant shall fail to comply with any term, provision or covenant of this Lease, other than the payment of rent, and shall not cure such failure within thirty (30) days after due written notice thereof to Tenant; or if such failure cannot reasonably be cured within the said thirty (30) days and Tenant shall not have commenced to cure such failure within such thirty (30) day period and shall not thereafter with reasonable diligence and good faith proceed to cure such failure. (3) Tenant shall become insolvent or shall not pay its debts as they become due, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors. (4) There shall be commenced by or against Tenant proceedings in bankruptcy, or for reorganization of Tenant, or for the readjustment or arrangement of Tenant's debts under the federal Bankruptcy Code or under any other law, whether state or federal, now or hereafter existing for the relief of debtors, or there shall be commenced any analogous statutory or nonstatutory proceeding involving Tenant. (5) A receiver, trustee or custodian shall be appointed for all or substantially all of the assets of Tenant. (6) Tenant shall do or permit to be done anything which creates a lien upon the Leased Premises. (7) Tenant shall abandon or vacate any substantial portion of the Leased Premises. Section 11.2. Remedies. Upon the occurrence of any of such events of default, Landlord shall have the right, at Landlord's election to pursue, in addition to and cumulative of any other rights Landlord may have, at law or in equity, any one or more of the following remedies without any notice or demand whatsoever: (1) Terminate this Lease, in which event Tenant shall immediately surrender the Leased Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Leased Premises and expel or remove Tenant and any other person who may be occupying said premises or any part thereof, by force if necessary, without being liable for prosecution or any claim of damages therefor; and Tenant agrees to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the premises on satisfactory terms or otherwise. (2) Enter upon and take possession of the Leased Premises and expel or remove Tenant and any other person - 11 - who may be occupying said premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor, and relet the premises and receive the rent therefor; and Tenant agrees to pay to Landlord on demand any deficiency that may arise by reason of such reletting. (3) Enter upon the Leased Premises, by force if necessary, without being liable for prosecution or any claim for damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease, and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, whether caused by the negligence of Landlord or otherwise. (4) Require all rental payments by "subtenants" (including within that term the third parties occupying various portions of the building located on the Leased Premises under the terms of sublease agreements with Tenant as sub - landlord) which would otherwise be paid to Tenant to be paid directly to Landlord and apply such rentals so paid to or collected by Landlord against any rents or other charges due to Landlord by Tenant hereunder. No direct collection by Landlord from any such "subtenants" shall release Tenant from the further performance of Tenant's obligation hereunder. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. Failure by Landlord to enforce one or more of the remedies herein provided, upon any event of default, shall not be deemed or construed to constit tc a waiver of such default or of any other violations or breach of any of the terms, provisions and covenants herein contained. In determining the amount of loss or damage which Landlord may suffer by reason of termination of this Lease or the deficiency arising by reason of the reletting by Landlord as above provided, allowance shall be made for the expense of repossession and any repairs or remodeling undertaken by Landlord following repossession and for any leasing commissions incurred by Landlord. The following provisions shall override and control any conflicting provisions of Section 93.002 of the Texas Property Code, as well as any successor statute governing the right of a landlord to change the door locks of commercial tenants. In the event of the failure or refusal by Tenant to make the timely and punctual payment of any rent or other sums payable under this Lease when and as the same shall become due and payable, or in the event of any default by Tenant as described in Section 11.1 above, Landlord is entitled and is hereby authorized, without any notice to Tenant whatsoever, to enter upon the Leased Premises by use of master key, a duplicate key or other peaceable means, and to change, alter and /or modify the door locks on all entry doors of the Leased Premises, thereby permanently excluding Tenant, and its officers, principals, agents, employees and representatives therefrom. In the event that Landlord has either permanently repossessed the Leased Premises pursuant to the foregoing provisions of this Lease, or has terminated that Lease by reason of Tenant's default, Landlord shall not thereafter be obligated to provide Tenant with a key to the Leased Premises at any time, regardless of any amounts subsequently paid by Tenant; provided, however, that in any such instance, during Landlord's normal business hours and at the convenience of Landlord, and upon receipt of written request from Tenant accompanied by such written waivers and releases as Landlord may require, Landlord will either (at Landlord's option) (1) escort Tenant or its authorized personnel to the Leased Premises to retrieve any personal belongings or other - 12 - property of Tenant not subject to the Landlord's statutory lien or Landlord's contractual lien and security interest described in Section 11.4 below, or (2) obtain a list from Tenant of such personal property as Tenant intends to remove, whereupon Landlord shall remove such property and make it available to Tenant at a time and place designated by Landlord. However, if Landlord elects option (2), Tenant shall pay, in cash in advance, all costs and expenses estimated by Landlord to be incurred in removing such property and making it available to Tenant and all moving and /or storage charges theretofore incurred by Landlord with respect to such property. If Landlord elects to exclude Tenant from the Leased Premises without permanently repossessing or terminating pursuant to the foregoing provisions of this Lease, then Landlord shall not be obligated to provide Tenant a key to reenter the Leased Premises until such time as all delinquent rental and other amounts due under this Lease have been paid in full and all other defaults, if any, have been completely cured to Landlord's satisfaction (if such cure occurs prior to any actual permanent repossession or termination), and Landlord has been given assurance reasonably satisfactory to Landlord evidencing Tenant's ability to satisfy its remaining obligations under this Lease. During any such temporary period of exclusion, Landlord will, during Landlord's regular business hours and at Landlord's convenience, upon receipt of written request from Tenant (accompanied by such written waivers and releases as Landlord may require) , escort Tenant or its authorized personnel to the Leased Premises to retrieve personal belongings of Tenant or its employees, and such other property of Tenant as is not subject to the Landlord's statutory lien or Landlord's contractual lien and security interest described in Paragraph 11.4 below. This remedy of Landlord shall be in addition to and not in lieu of any of its other remedies set forth in this Lease, or otherwise available to Landlord at law or in equity. Section 11.3. waiver. Landlord's failure to declare an event of default immediately upon its occurrence, or any delay by Landlord in enforcing any remedy herein provided upon an event of default, shall not constitute a waiver of such default. No waiver by Landlord of any default or breach of any term, covenant, condition, agreement, provision or stipulation herein contained shall be treated as a waiver of any subsequent default or breach of the same or any other term, condition, covenant, agreement, provision or stipulation hereof. The rights and remedies of the Landlord hereunder shall be cumulative and in addition to any other right afforded by law. The exercise of any right or remedy shall not impair Landlord's right to any other remedy. Section 11.4. Landlord's Lien, In addition to the statutory landlord's lien, Landlord shall have at all times, and Tenant does hereby grant to Landlord, a valid contractual lien and security interest upon all buildings and other improvements of Tenant and upon all goods, wares, equipment, fixtures, furniture and other personal property of Tenant presently or which may hereafter be situated on the Leased Premises, and all proceeds therefrom, to secure the Paynent by Tenant of all rentals and other sums of money due hereunder, and such property shall not be removed without the consent of Landlord until all arrearages in rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies provided herein or by law, enter upon the Leased Premises and take Possession of any and all goods, wares, equipment, fixtures, furniture and other. personal property of Tenant situated on the premises, without liability for trespass or conversion, and sell all or any part of the same at one or more public or private sales after giving Tenant reasonable notice of the time and place of any public sale or sales or of the time after which any private sale or sales are to be made, with or without having such property at the sale, at which Landlord or its assigns may purchase such property to be sold, being the highest bidder therefor. The requirement of reasonable notice to Tenant hereunder shall be met if such notice is given in the manner prescribed in Article 15 of this Lease at least ten (10) days before the time of sale. The proceeds from any such disposition less any and all expenses connected with the taking of - 13 - possession, holding and selling of the property (including reasonable attorney's fees and legal expenses) shall be applied as a credit against any sums due by Tenant to Landlord. Any surplus shall be paid to Tenant or as otherwise required by law. In addition to all of its rights hereunder, Landlord shall have all of the rights and remedies of a secured party under the Texas Uniform Commercial Code, as amended. Upon request by Landlord, at any time and from time to time, Tenant agrees to execute and deliver to Landlord financing statements and other instruments in form sufficient to perfect and maintain the security interest of Landlord in the above- mentioned property and proceeds thereof under the provisions of the Texas Uniform Commercial Code. Section 11.5. Landlord's Default. In the event Landlord breaches any covenant, warranty, term or obligation of this Lease, and Landlord fails to cure same or commence a good faith effort to cure same within thirty (30) days after written notice thereof by Tenant (unless such default cannot reasonably be cured within said thirty (30) day period, in which event, Landlord shall have such additional time as is reasonably necessary within which to cure such default, so long as Landlord commences the cure within said thirty (30) day period and diligently prosecutes the cure thereof) , Tenant shall be entitled to cure the default and make any necessary repairs. Any reasonable expenses incurred by Tenant shall be re- imbursed by the Landlord after thirty (30) days notice of the repairs and expenses incurred. It is expressly understood and agreed that Landlord shall have no personal liability with respect to any of the covenants, conditions or provisions of this Lease. In the event of a breach or default by Landlord of any of its obligations hereunder, Tenant agrees to look solely to the equity of Landlord in the Leased Premises for the satisfaction of Tenant's remedies, and Tenant shall have no right to seek, obtain or enforce a claim or judgment against Landlord for any deficiency. ARTICLE 12 PROTECTION OF LANDLORD'S MORTGAGE Section 12.1. Subordination or Superiority. At the option of Landlord's mortgagee or mortgagees, this Lease shall be subject and subordinate to, any mortgages or deeds of trust that may have been placed or may be hereafter placed upon the Leased Premises by Landlord without the consent of Tenant, and to any advances to be made thereunder, and to any interest thereon, and all renewals, replacements and extensions thereof. In the event that this Lease is declared superior and in the further event of a foreclosure or trustee's sale thereunder, however, the purchaser of Landlord's interest shall became Landlord hereunder and shall recognize the rights and interest of Tenant under this Lease, if Tenant is not then in default hereunder. Whether or not this Lease is declared superior, Tenant shall, in the event any proceedings are brought for foreclosure of the Leased Premises, or the power of sale under any mortgage made by Landlord covering the Leased Premises is exercised, attorn to the purchaser upon any such foreclosure or sale if so requested, and recognize such purchaser as the Landlord under this Lease. Landlord agrees to cooperate with Tenant in obtaining a non - disturbance agreement from Landlord's mortgagee. Section 12.2. Neceffisary Instruments. Tenant shall execute and deliver whatever instruments may be required by Landlord's mortgagees for the purposes of subordinating this Lease or making this Lease superior within ten (10) days of written notice by such mortgagee or its trustee. Failure by Tenant to execute such instruments shall constitute an irrevocable appointment by Tenant of Landlord as its attorney -in -fact for the purpose of executing such instruments. Section 12.3. Notice to Landlord's Mortaaaee. In the event of any default by Landlord hereunder, Tenant shall notify said mortgagee, or its trustee, by registered or certified mail, provided that such mortgagee, or its trustee, shall have furnished Tenant with its mailing address. Said mortgagee, or its trustee, shall - 14 - thereafter have the same opportunity to cure Landlord's default as provided for herein. ARTICLE 13 MECHANIC'S LIENS Section 13.1. Mechanic's Liens. Tenant shall have no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the interest of Landlord in the Leased Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs, and each such claim shall affect and each such lien shall attach to, if at all, only the leasehold interest granted to Tenant by this instrument. Tenant covenants and agrees that it will pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Leased Premises on which any lien is or can be validly and legally asserted against its leasehold interest in the Leased Premises or the improvements thereon and that it will save and hold Landlord harmless from any and all loss, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the right, title and interest of the Landlord in the Leased Premises or under the terms of this Lease. ARTICLE 14 ASSIGNMENT BY LANDLORD Section 14.1. Assignment by Landlord. Landlord shall have the right to sell, transfer or assign his interest hereunder without the prior consent of Tenant, provided that such purchaser, transferee or assignee assumes Landlord's obligations hereunder, and Tenant receives written notice from both Landlord and such assignee as to the name and address of the party to whom rental payments and notices are to be sent. After such sale, transfer or assignment, Tenant shall attorn to such purchaser, transferee or assignee, and Landlord shall be released of all obligations hereunder arising or accruing after the effective date of such sale, transfer or assignment. ARTICLE is NOTICES Section 15.1. Notices. Each provision of this instrument or any applicable governmental laws, regulations, ordinances and any other requirements with reference to the mailing, sending or delivery of any notice or with reference to the making of any payment by Tenant to Landlord shall be considered complied with when and if the following steps are taken. (1) All rent and other payments required to be made by Tenant to Landlord hereunder shall be payable in Harris County, Texas, at the address set forth in Item J of the Basic Lease Provisions, or at such other address in Harris County, Texas, as Landlord may specify from time to time by written notice delivered in accordance herewith. Tenant's obligation to pay rent and any other amounts to Landlord under the terms of this Lease shall not be deemed satisfied until such rent and other amounts have been actually received by Landlord. (2) Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties hereto at their respective - 15 - addresses set forth in Item J of the Basic Lease Provisions, or to such other address as either party may specify from time to time by written notice delivered in accordance herewith. ARTICLZ 16 MISCELLANEOUS Section 16.1. Words gnd Genger. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. Section 16.2. Captions or Headings. The captions or headings of sections in this Agreement are inserted and included solely for convenience and shall never be considered or given any effect in construing the provisions hereof if any question of intent should arise. Section 16.3. Savings Clause. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the term of this Lease, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and the parties hereby declare that this Lease would have been entered into without such unenforceable portion. Section 16.4. Entire Agreement. This Lease Agreement constitutes the sole and only agreement of the parties to this Lease and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Lease. Section 16.5. d Amendments. This Lease may not be altered, changed or amended, except by instrument in writing signed by both parties hereto. Section 16.6. Brokers. Tenant warrants that it has had no dealings with any broker or agent in connection with the negotiation or execution of this Lease, other than brokers specified in Item I of the Basic Lease Provisions, and Tenant agrees to indemnify and hold Landlord harmless from and against any claim by any other broker or agent with respect to this Lease. Section 16.7. -certificates. within ten (10) days after request from time to time by Landlord, an estoppel certificate shall be executed by Tenant certifying, to the extent true, that this Lease is unmodified and in full force and effect (or if modified, in full force and effect as modified), that Landlord is not in default thereunder, that there are no defenses or off -sets thereto, and the date to which rent thereunder has been paid. Section 16.8. Final3cial Information. Within ten (10) days after request from time to time by Landlord, Tenant shall furnish to Landlord financial statements of Tenant certified by Tenant as being prepared in accordance with generally accepted accounting principles, consistently applied, all at Tenant's sole cost and expense. Tenant hereby authorizes Landlord at any time and from time to time to obtain credit reports and other financial information concerning Tenant and to contact Tenant's credit references for verification of any such financial information. Section 16.9. Exhibits. All exhibits, attachments, annexed instruments and addenda referred to herein shall be considered a part hereof for all purposes with the same force and effect as if copied at full length herein. Section 16,10. Farce Majeure. Landlord shall not be required to perform any covenant or obligation in this Lease, or be liable in damages to Tenant, so long as such performance is delayed or prevented by force majeure, which as used herein shall mean Acts of - 16 - God, strikes, lockouts, sitdowns, material or labor restrictions by any governmental authority, civil riot, floods, wash -outs, explosions, earthquakes, fires, storms, acts of the public enemy, wars, insurrections and any other cause not reasonably within the control of Landlord and which by the exercise of due diligence Landlord is unable, wholly or in part, to prevent or overcome. Section 16.11. Successors fParties Bound). All of the terms, covenants and conditions contained in this Lease shall apply to, inure to the benefit of, and be binding upon the parties hereto and their respective heirs, successors in interest and legal representatives, except that nothing herein contained shall alter or affect the restrictions against assignment of this Lease by Tenant, as hereinabove provided. All of the rights, powers, privileges, immunities and duties of Landlord under this Lease including, but not limited to, any notices required or permitted to be delivered by Landlord to Tenant hereunder, may at Landlord's option, be exercised or performed by Landlord's agent or attorney. Section 16.12. Attorneys Fees. If, on account of any breach or default by Landlord or Tenant of their respective obligations to any of the parties hereto, under the terms, covenants and conditions of this Lease, it shall become necessary for any of the parties hereto to employ an attorney to enforce or defend any of their rights or remedies hereunder, the prevailing party shall be entitled to reimbursement of any reasonable attorney's fees incurred in such connection. Section 16.13. obligations After Termination. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the term of this Lease shall survive the expiration or earlier termination of the term hereof, including without limitation all payment obligations with respect to Tenant's pro rata share of the Basic Cost of Landlord's operation of the Project and all obligations concerning the condition of the Leased Premises. Upon the expiration or earlier termination of the term hereof, and prior to Tenant vacating the Leased Premises, Tenant shall pay to Landlord any amount reasonably estimated by Landlord as necessary to put the Leased Premises in good condition and repair. Tenant shall also, prior to vacating the Leased Premises, pay to Landlord the amount, as estimated by Landlord, of Tenant's obligation hereunder for Tenant's pro rata share of the Basic Cost of Landlord's operation of the Project for the year in which this Lease expires or terminates. All such amounts shall be used and held by Landlord for payment of such obligations of Tenant hereunder, with Tenant being liable for any additional costs therefor upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied, as the case may be. Any security deposit held by Landlord shall be credited against the amount payable by Tenant under this Section. Section 16.14. AcceRtance by and d. Because the Leased Premises are on the open market and are presently being shown, this Lease shall be treated as an offer with the Leased Premises being subject to prior lease and such offer subject to withdrawal or non- acceptance by Landlord or to other use of the Leased Premises without notice, and this Lease shall not be valid or binding unless and until accepted by Landlord in writing. Section 16.15. Date. All references in this Lease to "the date hereof" or similar references shall be deemed to refer to the last date, in point of time, on which all parties hereto have executed this Lease. Section 16.16. Relocation. In the event Landlord elects to utilize the Leased Premises for other purposes during the term of this Lease, Tenant agrees to relocate to other space in the Building and /or Project designated by Landlord, provided such other space is equal in size or larger than the Leased Premises. Landlord shall pay all out -of- pocket expenses of any such relocation, including the expenses of moving and reconstruction of Tenant improvements, whether furnished by Landlord or Tenant. In the event of such - 17 - 10/02/1991 12 13 FROM 713 497 -5395 FRX 70 4536800 P.03 relocation, this Lease shall 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 forth in this Lease. ARTICLE 17 GPECI]lL PROVISIONS Section 17.1. Sgecial Provisions. See attached Addendum. EXECUTED BY TENANT this day of October 1991 . The City of Baytown By: Name: Title: EXECUTED BY LANDLORD this day of 1991 . 1 -10 Realty L.P. y: Y43t. AtrIUM KaUagemeut, lac. By: Name: Aar= Storch Title: ^ President 5 EXHIBIT "A" DRAWING OF LEASED PREMISES . - -p ^7- -'1 ^��•'r!' � J_„L. .mot �' '_j � cl Ll = �-� CA_ r - >•i, , �- +r-- -. -... .....�.1• V � - -+use .. - l..f��Sr -, _1 1 -� - - -- -ter- - - - -- ------ - - - - -- 06,,26/1991 14s56 FROM 713 497 -5395 FAX 70 4536800 P.01 EXiiIBIT ��S�i DESCRIPTION O8 THE LAND Being a 2.6143 acre tract of land in the C. Martinez Survey, Abstract 545, in Harris County, Texas and being more particularly described by-metes and bounds as follows: CO?=NCING at the Intersection of the north right -of -way (r /w) on Interstate Highway 10 East (East Freeway) and the east r/w of a 50ft. ARCO Pipeline easement per vol 6430, pg 382 of the Harris County Deed Records; THENCE N 01 28' 20" W along said ARCO easement for a distance of 335.00 ft. to the point of beginning of the herein described trace of land; THENCE N 01 28' 20" W along said ARCO easement for a distance of 514.01 ft. to a point; THENCE N 83 38' 00" E along the north line of a 10 ft, sanitary sewer easement (per col 1396, pg 1, HCDR) for a distance of 14.98 ft. to a point; THENCE S 66 57' 02" E along said sanitary sewer easement for a distance of 206.17 ft. ro a point; THENCE S 11 53' 49" E for a distance of 345.42 ft. to a point; THENCE S 01 28' 20" E for a distance of 95.00 ft. toa point; AND FINALLY S 88 31" 40" u for a distance of 265,00 ft. to a point and the point of beginning of the herein described tract of land. Said tract containing 113,877 square feet or 2.6143 acres of land more or less. 11821 1 -10 East Houston, Texas 77029 18/02/1991 L2t13 FROM 713 497 -5395 F;X TO 4536800 P.04 RXHIBIT 11C" ACCEPTANCE OF PREHMS MEMORANDUM This Memorandum is an amendment to. the Lease for space in 11821 1-10 East executed on the _-day of October , 19Q_, between_-"- as Landlord, and The City of Ravtow+e „ -, _ as Tenant. Landlord and Tenant haraby agree that: 1. Except. for those items shown on the attached "punch list," which Landlord will remedy within to _ days hereof, Landlord has fully completed the construction work required under the terms of the Lease. 2. The Leased premises are tenantable, the Landlord has no further obligation for construction (except as specified above), and the Tenant acknowledges that both the Project and the Leased Premises are satisfactory in all respects. 3. The Commencement Date of the Lease is hereby agreed to be the irt— day of November ^, 1391 _- 4. The Expiration Date of the Lease is hereby agreed to be the 30th day Of October , 19 96 All other terms and conditions of the Lease are hereby ratified and acknowledged to be unchanged. AGREED and EXECUTED this day of The City_of Baytown _ By: Name: Title: , 19- 91 LANDLORD - I -10 Realty L.P. By, Fast Atrium Management, Inc. By: Name: Aaron 5toreb Title: President EXHIBIT I'D" RULES AND REGULATIONS The following standards shall be observed by Tenant for the mutual safety, cleanliness and convenience of all occupants of the Project. These Rules are subject to change from time to time, as specified in the Lease. 1. All Tenants will refer all contractor's representatives and installation technicians who are to perform any work within the Project to Landlord for Landlord's supervision, approval and control before the performance of any such work. This provision shall apply to all work performed in the Project including, but not limited to, installations of telephones, telegraph equipment, electrical devices and attachments, and any and all installations of every nature affecting floors, walls, woodwork, trim windows, ceilings, equipment and any other physical portion of the Project. Tenant shall not mark, paint, drill into, or in any way deface any part of the Project or the Leased Premises, except with the prior written consent of the Landlord, and as the Landlord may direct. 2. No sign, advertisement or notice shall be displayed, painted or affixed by Tenant, its agents, servants or employees, in or any part of the outside or inside of the Project or Leased Premises without prior written consent of Landlord, and then only such color, size, character, style and material and in such places as shall be approved and designated by Landlord, and as the Landlord may direct. 3. Tenant shall not place, install or operate on the Leased Premises or in any part of the Project any engine or refrigerating apparatus, or place or use in or about the Leased Premises any inflammable, explosive, hazardous or odorous solvents or materials without the prior written consent of Landlord. 4. Tenant shall not make or permit any loud or improper noises in the Project or otherwise interfere in any way with other Tenants. 5. Landlord will not be responsible for any lost or stolen personal property or equipment from the Leased Premises or public areas, regardless of whether such loss occurs when the area is locked against entry or rot. 6. Tenant, or the employees, agents, servants, visitors or licensees of Tenant, shall not, at any time or place, leave or discard rubbish, paper, articles or objects of any kind whatsoever outside the doors of the Leased Premises. Landlord shall provide Tenant with access to a dumpster for disposal of rubbish, paper, articles or other objects by Tenant. No animals, bicycles or vehicles of any description shall be brought into or kept in or about the Project. 7. No additional lock or locks shall be placed by Tenant on any door in the Project unless written consent of the Landlord shall have first been obtained. Two (2) keys will be furnished by Landlord for the Leased Premises, and any additional keys required must be obtained from Landlord. A charge will be made for each additional key(s) furnished. All keys shall be surrendered to Landlord upon termination of tenancy. 6. None of the entries of doors in the Project shall be blocked or obstructed. 9. Landlord shall have the right to determine and prescribe the weight and proper position of any unusually heavy equipment, including computers, safes, large files, etc., that are to be placed in the Project and only those which in the exclusive judgement of the Landlord will not do damage to the floors or structure, may be moved into the Project. Any damage caused by installing, moving or removing such aforementioned articles in the Project shall be paid for by Tenant. Id. All Christmas and other decorations must be constructed of flame retardant materials. 11. Tenant shall notify Landlord of furniture or equipment to be removed from the Project after hours. Description and serial numbers shall be provided if remlested by Landlord. 12. Any additional services as are routinely provided to Tenants, not required by the Lease to be performed by Landlord, which Tenant requests Landlord to perform, and which are performed by Landlord, shall be billed to Tenant at Landlord's cost plus fifteen (15 %) percent. 13. Canvassing, soliciting or peddling in the Project is prohibited and Tenant shall cooperate to prevent same. 14. Tenant shall give immediate notice to the Project Manager in case of accidents in the Leased Premises or in the Project, or of defects therein or in any fixtures or equipment, or of any known emergency in the Project. -15. Tenant shall not use in the Leased Premises or permit the Leased Premises to be used for photographic, multilith or multigraph reproductions except in connection with its own business. 16. The requirements of Tenant will be attended to only upon application to the Project Manager. Employees of Landlord shall not perform any work or do anything outside of their regular duties, unless under special instructions from the Project Manager. 17. Tenant shall place or have placed solid pads under all rolling chairs such as may be used at desks or tables. Any damages caused to carpet not having same shall be repaired or replaced at the expense of Tenant. 18. Landlord reserves the right to rescind any of these Rules and Regulations of the Project, and to make such other and further rules and regulations as in its judgment shall from time to time be necessary for the safety, protection, care and cleanliness of the Project and the Leased Premises, the operation thereof, the preservation of good order thereon and the protection and comfort of the other Tenants in the Project, their agents, employees and invitees, which rules and regulations, when made and written notice thereof is given to Tenant shall be binding on Tenant in like manner as if originally herein prescribed. - 2 -