Loading...
Ordinance No. 7,933970327 -5 ORDINANCE NO. 7933 ® 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 MULTIPLE LEASE AGREEMENTS WITH LOOP 610 WEST LTD.; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN THE SUM OF ONE HUNDRED FORTY -NINE THOUSAND FIVE HUNDRED SEVENTY -FIVE AND 20/100 DOLLARS ($149,575.20); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. 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 authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to the Lease Agreement with Loop 610 West Ltd., and to no more than five (5) renewals thereof; provided that each renewal contains the same terms and conditions as contained in the Lease Agreement, which is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Loop 610 West Ltd., of the sum of ONE HUNDRED FORTY -NINE THOUSAND FIVE HUNDRED SEVENTY -FIVE AND 20/100 DOLLARS ($149,575.20), pursuant to the agreement and each renewal thereof. Section 3: That pursuant to the provisions of Texas Local Government Code Annotated § 252.048, the City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of FIFTEEN THOUSAND AND NO /100 DOLLARS ($15,000.00) or less, subject to the provision that the original contract price may not be increased by more than twenty -five percent (25 %) or decreased by more than twenty -five percent (25 %) without the consent of .the contractor to such decrease. Section 4: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 27" day of March, 1997. z� e ee�� PETE C. ALFAR , Mayor ATTEST:, EILEEN P. ,BALL, City Clerk APPROVED AS TO FORM: �ICAACIO RAMIREZ, SR., ty Attorney c:klh3 hcouncih ordinances \HCOCLeaseAgreement.Loop6 10 I... I r i LOOP 610 WEST, LTD. TEXAN BUILDING 333 WEST LOOP NORTH, FOURTH FLOOR HOUSTON, TEXAS 77024 OFFICE LEASE BETWEEN LOOP 610 WEST, LTD. ( "Landlord ") AND * ** HARRIS COUNTY ORGANIZED CRI14E AND NARCOTICS TASK FORCE ("Tenant") * ** AUTHORIZED BY THE CITY OF BAYTOWN • «►+lair n 1 ® OFFICE LEASE ,7 BASIC LEASE INFORMATION Date: February 1, 1997 Landlord: LOOP 610 WEST, LTD.. Tenant: * ** HARRIS COUNTY ORGANIZED CRIME AND NARCOTICS TASK FORCE Building: TEXAN BUILDING, Houston, Texas 77024 Premises: 333 West Loop North Suite A, Suite 100, Suite 420 Term Commencement: 02/01/97 or such earlier date'as set forth in Section 2.01 of the Lease. Expiration Date: February 28, 1997 Net Rentable Area of the Building: 69,998 Square Feet Net Useable Area of the Premises: Total of 12,930 Square Feet Net Rentable Area of the Premises: Total of 2,433.17 Square Feet Suite P: - Net Rentable Area 992 Square Feet First Floor - Net Useable Area 12,930 Square Feet Suite 420 - Net Rentable Area 1,441.17 Square Feet Tenant's Proportionate Share: 21.948% Annual Base Rental: Total of $192,039.63 per year, for Lease. Calculation: Multiply $12.50 times the number of Square Feet of the Net Useable /Rentable Area of the Premises. Notice: The Payment Schedule Exhibit "G" reflects the required Payment for the One (1) Month Lease Term. Security Deposit: 0.00 Initial for Identification ** AUTHORIZED BY THE CITY OF BAYTOWN K C] n Landlord's Address for Notices: Texan Building Fourth Floor 333 West Loop North Houston, Texas 77024 Attention: Mr. Henry J. N. Taub II vice President Tenant's Address Texan Building for Notices: Suite 100 333 West Loop North Houston, Texas '77024 Attention: Captain Johnny Erikson Exhibits and EXHIBIT "A" - SUITE A FLOOR PLAN Riders: EXHIBIT "B" - FIRST FLOOR FLOOR PLAN EXHIBIT "C" - SUITE 420 FLOOR PLAN EXHIBIT "D" - FIT -UP ALLOWANCES EXHIBIT "E" - PARKING EXHIBIT "F" - BUILDING RULES AND REGULATIONS EXHIBIT "G" - PAYMENT SCHEDULE The foregoing Basic Lease Information is hereby incorporated into and made a part of the Lease. 3 , t J ® In the event of any conflict between any Basic Lease Information a the Lease, the Lease shall control. 0 LOOP 610 WEST, LTD. Henry J. N. Taub II Vice President Six Ten Corporation, General Partner TENANT * ** Harris County Organized Crime and Narcotics Task Force M * ** AUTHORIZED BY THE CITY OF 1AYTOWN 4 Captain Johnny Erikson Its: Project Director I iOFFICE LEASE AGREEMENT • THIS LEASE is entered as of the 1st day of February 1, 1997 between LOOP 610 WEST, LTD., ( "Landlord "), and * ** HARRIS COUNTY ORGANIZED CRIME AND NARCOTICS TASK FORCE. ARTICLE 1 PREMISES Leased Premises: 1.01,(a) Upon the terms, provisions and conditions hereof, and each in . consideration of the duties, covenants and obligations of the other hereunder, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises "Leased Premises ") in the building known as the "TEXAN BUILDING" the Leased Premises being more particularly described as follows: Reflected on the Floor Plans set forth in EXHIBIT "A ", EXHIBIT "B ", AND EXHIBIT "C" hereto. 1.01 (b) The term "net rentable area ", aS used herein is the sum of all floor area within the inside surface of the outer glass (or finished column walls) enclosing the Lessee occupied portion of the floor and measured to the mid -point of the walls separating areas leased by or held for lease * ** AUTHORIZED BY THE CITY OF BAYTOWN 5 to other Lessees and /or to the midpoint of walls or areas devoted to rest rooms, if applicable, plus a proportionate part of the corridors, elevator, foyers, mechanical rooms, janitor and telephone closets, toilet areas, and other similar facilities for the use of all lessees of the particular floor located on such floor as well as a proportionate part of the Building lobby (all hereinafter sometimes called "common areas "). The net rentable area in the leased premises has been calculated on the basis of the foregoing definition and is hereby stipulated for all purposes herein to be as above set forth whether the same should be more or less as a result of minor variations resulting from actual construction and completion of the leased premises for occupancy so long as such work is done in accordance with the terms and provisions thereof. TERM: 1.02 Subject to the terms, provisions and conditions hereof, this Lease shall continue in force for a term ( "Term ") of One (1) Month. beginning on the 1st day of February, 1997 and ending on the 28th day of February 1997. 2 9 USE: 1.03 THe Leased Premises shall be used and occupied by Tenant solely for the purpose of office space, and for no other purpose, without Landlord's express written consent. 7 11 ARTICLE 2 RENTAL Base Rental: - 2.01 (a) During the One (1) Month Term, Tenant shall pay a base rental in the amount of $16,003.30 for Lease being $12.50 per square foot of the net USEABLE and /or RENTABLE Areas of the Leased Premises. Such base rental does not include Basic Operating Costs (hereafter defined). The base rental is subject to the increase as herein set forth. 2.01 (b) The One (1) Month base rental together with all increases thereof provided for herein shall be due and payable as set forth in Exhibit "G ", at the place and manner set forth in Section 4.01 hereof, without demand, deduction, abatement or set off (except as otherwise expressly provided for in Section 5.01 and 5.02). If the Term commences or ends on other than the first or last day of a calendar month, then the installment of base rental for such month shall be appropriately prorated. ® Tenant's Share of Basic Operating Costs: v 2.02 (a) Tenant shall pay Tenant's Share (hereinafter defined) of the Basic Operating Costs (hereinafter defined) for the Building. Tenant shall pay Tenant's Share of the estimated Basic Operating Costs for each calendar year.in question. Such payments shall be due and payable monthly in advance in installments of one - twelfth (1 /12th) of the amount of the estimated Basic Operating Costs. If the Term commences or ends on other than the first or last day of a calendar month, then the payment of Tenant's Share of Basic Operating Costs for such month shall be appropriately prorated. 2.02 (b) within one hundred fifty (150) days or as soon thereafter as possible after the conclusion of each calendar year during the Term, Landlord shall furnish to Tenant a statement of actual Basic Operating Costs for such year. If Landlord's estimate of Basic Operating Costs shall have been less than actual Basic Operating Costs for the period in question, then within thirty (30) days after the delivery of such statement Tenant ® shall pay Tenant's share of the difference between actual Basic Operating Costs and estimated Basic Operating Costs to Landlord, 0 if Landlord has overestimated Basic Operating Costs, then Tenant's share of the difference between estimated Basic Operating Costs and actual Basic Operating Costs shall be credited against future payments of additional rental due under Section 2.02 (a), or if the Term has expired or terminated, a reconciliation payment shall be made by Landlord to Tenant within thirty (30) days after the delivery of such statement. 2.02 (c) "Basic Operating Costs" shall mean the operating expenses of the Building and all expenditures by Landlord to maintain the Building, parking garage and related facilities and such additional facilities in subsequent years as may be determined by Landlord to be necessary in accordance with sound and reasonable practices for facilities of a like kind and character. All operating expenses shall be determined on an accrual basis in accordance with generally accepted accounting principles which shall be consistently applied. 10 1 [ i ® Such operation expenses shall include all expenses, costs and disbursements (but not rental commissions, replacement of capital investment items or specific costs specifically billed to and paid by specific tenants) of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, operation, and maintenance of the Building, including, but not limited to, the following: n (1) wages and salaries of all employees, including employees of Landlord, engaged in direct operation and maintenance of the Building, employer's social security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages and salaries, the cost of workers' compensation insurance and pension or retirement benefits, vacation and all other employee benefits and payroll burden for such employees; (2) All supplies and materials used in operation and maintenance of the Building; (3) Cost of all utilities for the Building including the cost of water and power, heating,-lighting, air - conditioning and ventilating for the Building; 11 ® (4) Cost of all maintenance and service agreements for the Building, the equipment therein and grounds, including, without limitation, janitorial service, landscape maintenance, alarm service, window cleaning and elevator maintenance; Ell (5) Cost of all insurance relating to the Building, including casualty and liability insurance applicable to the Building and Landlord's personal property used in connection therewith in the common areas, based on commercial insurance rates; (6) All taxes and assessments and governmental charges, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Leased Premises or by others, subsequently created or otherwise, and any other taxes and assessments attributable to the Building and garage facilities or its operation, excluding, however, federal and state taxes on income and ad valorem taxes on Tenant's personal property and on the value of leasehold improvements to the extent that the same exceeds standard building allowances; 12 • (7) Cost of repairs and general maintenance (excluding such repairs and general maintenance included within the risks covered by standard fire policy with extended coverage and vandalism and malicious mischief endorsements, or paid by insurance proceeds or by Tenant or other third parties and alterations attributable solely to tenants of the Building other than Tenant). (8) Legal expenses, accounting expenses and management fees incurred with respect to the Building, including such expenses for services of, Landlord's employees charged directly to the Building; (9) Costs incurred in compliance with new or revised federal or state laws or municipal ordinances or codes or regulations promulgated under any of the same, and; (10) Amortization of the cost of installation of capital investment items which are primarily for the purpose of reducing operating costs or which may be required by governmental authority. All such costs shall be amortized over the reasonable life of the capital investment items with the 13 ® reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles and in no event to extend beyond the reasonable life of the Building. In the case of installations for the purpose of reducing operating costs. Landlord shall, upon request, provide Tenant a cost justification thereof. Not withstanding any other provision herein to the contrary, it is agreed that in the event the Building is not fully occupied during any calendar year, an adjustment shall be made in computing the Basic Operating Costs for such year so that the Basic Operating Costs shall be computed for such year as though ninety - five percent (95 %) of the Building had been occupied during such year. It is further agreed that Tenant shall pay their proportional share of all the Basic Operating Costs, which exceeds $4.00 per square foot during the Term of this Lease. 14 r , i ® ARTICLE 3 LANDLORD'S SERVICES 0 Services to be 3.01 (a) Landlord shall use its best furnished by efforts to furnish Tenant, at Landlord's Landlord: expense, subject to payment of the rent and additional rent as provided herein and the Building Rules and Regulations (hereafter defined), the following services: (1) Air - conditioning and heating in season, during Normal Building Operating Hours (hereafter defined), at such temperatures and in such amounts as are considered by Landlord to be standard or as specified by Government authorities; (2) Hot and cold water at those points of supply provided by lavatory and drinking fountain purposes only; (3) Janitor service in and about the Building and the Leased Premises five (5) days per week, and periodic window washing; however, Tenant shall pay, as additional rent, the additional costs attributable to the cleaning of improvements within the Leased Premises other than Building Standard improvements; 15 ® (4) Elevator service for access to and egress from the Leased Premises and the Building. .® (5) Electricity and proper facilities to furnish sufficient electrical power during Normal Building Operating Hours for building machines and other machines of low electrical consumption, but not including electricity required for electronic data processing equipment, special lighting in excess of building standard, or any other item of electrical equipment which singly consumes more than 0.5 kilowatts per hour at rated capacity or requires a voltage other than 120 volts single phase, and; (5) Replacement of fluorescent lamps in Building Standard light fixtures installed by Landlord and incandescent bulb replacement in all public areas. 3.01 (b) "Normal Building Operating Hours" shall be from 7:00 a.m. to 7:00 p.m. Monday through Friday, but not on Saturdays, Sundays, New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day ' and Christmas Day. HE., ® 3.01 (c) Failure by Landlord to any extent to furnish these defined services, or any cessation thereof, resulting from causes beyond the control of Landlord shall not render Landlord liable in respect for damages to either person or property, not be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. Should any of such services be interrupted, Landlord shall use reasonable diligence to restore same promptly, but Tenant shall have no claim for rebate of rent or damages or eviction on account thereof. I* 3.01 (d) Tenant shall pay to Landlord, monthly, as billed, such charges as may be separately metered or as Landlord may compute for any electric services utilized by Tenant for computers, data processing equipment or other similar electrical equipment, extra lighting, electrical service in excess of that stated in Sections 3.01 (a) (1) and (5), or other electrical service not standard for ° the Building. 17 r� Improvements 3.02 Landlord shall make those to be made by improvements to the Leased Premises referred Landlord: to in Exhibit "D" hereto, under the terms and conditions therein set forth. "Building Standard" shall mean the building standard tenant improvements described as such in said Exhibit "D ". Repair and 3.03 Unless otherwise expressly stipulated Maintenance by herein, Landlord shall not be required to Landlord: make any improvements or repairs of any kind or character on or with respect to the Leased Premises, except such repairs as may be required to the Building corridors, lobby, structural members of the Building and equipment used to provide the services referred to in Section 3.01, and such additional maintenance to corridors, lobbies or structural members as may be necessary because of damage by persons other than Tenant, its agents, employees, invitee or visitors. The obligation of Landlord to maintain and repair the Leased Premises shall be limited to Building Standard items. Special Leasehold improvements will not be maintained by Landlord W.] 0 unless otherwise specifically agreed in writing. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by standard fire policy with extended coverage and vandalism and malicious mischief endorsements (as to which Section 5.02 shall apply), or damage resulting from an eminent domain i taking (as to which Section 5.01 shall apply) . Parking: 3.04 Tenant shall have the rights to the parking permits described in Exhibit "E" hereto, subject to the provisions set forth in such Exhibit. 19 ® ARTICLE 4 TENANT'S COVENANTS Payments by 4.01 Tenant agrees to timely pay all rents Tenant: and other sums provided to be paid to Landlord at the times herein provided. Such i payments shall be made in U. S. Dollars to I the following address: Loop 610 West Ltd. Texan Building 333 West Loop North, Fourth Floor Houston, Texas 77024 or at such other place as Landlord shall designate from time to time. Certain Taxes: 4.02 Tenant shall pay all ad valorem taxes on all improvements installed in the Leased Premises that are in excess of those installed by Landlord from time to time as "Building Standard ". i Repairs by 4.03 'Tenant shall promptly give Landlord Tenant: written notice of any damage to the Leased Premises. Tenant shall, at its cost, repair or replace any damage to the Building, or any part thereof, caused by Tenant or Tenant's 20 0 Care of the Leased Premises: Assignment or Sublease: C7 agents, employees, invitee or visitors, provided that no such repair or replacement shall be undertaken without Landlord's prior written approval, and Landlord may, at its option, elect to make such a repair or replacement itself and in such case. Tenant shall promptly reimburse Landlord for the cost of such repair or replacement. 4.04 Tenant shall maintain the Leased Premises in a clean, attractive condition, and not commit or allow any waste or damage to be committed on or to any portion of the Leased Premises, and at the expiration or termination of this Lease shall deliver up the Leased Premises to Landlord in as good a condition as at date of possession by Tenant, ordinary wear and tear excepted. Tenant agrees to occupy at all times the Leased Premises. 4.05 Should Tenant desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire ninety (90) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall have a period of sixty (60) 21 C days following receipt of such notice within which to notify Tenant in writing that Landlord elects either. 4.05 (a) To terminate this Lease as to the space so affected as of the date specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, or; 4.05 (b) To permit Tenant to assign this Lease or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Landlord, which approval shall not be unreasonably withheld if: (1) The proposed assignee or sublessee is engaged in a business which is in keeping with the then standards of the Building: (2) The proposed assignee or sublessee is a respectable party of substantial financial worth and Tenant shall have provided Landlord with proof thereof; (3) Tenant shall remain primarily liable under this Lease; 22 C. C (4) The occupancy by the proposed assignee or sublessee will not create unreasonable elevator loads or otherwise interfere with standard building operations; (5) Tenant enters into a written agreement with Landlord whereby it is agreed ' that any profit realized by Tenant as a result of such sublease or assignment shall be payable to Landlord as it accrues as additional rent hereunder, and; (6) The rental rate to be charged to such assignee or sublessee is not less than the then current market rate for similar space leased for a similar term in the Texan Building. If Landlord should fail to notify Tenant in writing of such election within such sixty (60) day period, Landlord shall be deemed to have elected (b) above. Where Landlord consents to any such assignment, sublease or other transaction, Landlord may require that Tenant pay to Landlord a reasonable sum for costs, expenses and attorney's fees arising incident to such transaction and that the assignee or subtenant pay Landlord the reasonable sum incurred by Landlord in moving the assignee or subtenant in and out of the 23 • Leased premises should Landlord, at its option, provide such assistance. No space in the Building shall be listed or offered by Tenant to any broker or similar party for listing or advertisement, nor shall Tenant advertise for subletting without the prior written approval of Landlord. Any attempted assignment, sublease, or other action by Tenant in violation of this Section 4.05 shall be void and shall constitute an Event of Default (hereafter defined). Alterations, 4.06 Tenant will make no alteration, Additions & change, improvement, repair, replacement or Improvements: addition to the Leased Premises without the prior written consent of Landlord. Tenant may remove its trade fixtures, office supplies and movable office furniture and equipment not attached to the Building provided: (1) Such removal is made prior to the termination or expiration of the Term; (2) Tenant is not then in default in the timely performance of any obligation or covenant under this Lease; and 24 0 (3) Tenant promptly repairs all damage caused by such removal. All other property at the Leased Premises and any alteration or addition to the Leased Premises (including but not limited to wall -to -wall carpeting, drywall partitions, paneling or other wall covering) and any other article attached or affixed to the floor, wall, or ceiling or the Leased Premises shall become the property of Landlord and shall be surrendered with the Leased premises as part thereof at the termination of this Lease, without payment,or compensation therefor. If, however, Landlord so requests in writing, Tenant will, prior to termination or expiration of this Lease, remove any and all alterations, additions, fixtures, equipment and property placed or installed by it in the Leased Premises and will repair any damage caused by such removal. Compliance with 4.07 Tenant, at its cost, shall comply with Laws and Usage all federal, state, municipal and other laws Liens: and ordinances, and the Building Rules and Regulations applicable to the Leased Premises and the business conducted therein by Tenant; will not engage in any activity which would cause fire and extended coverage 25 insurance for the Building to be unavailable, canceled, more difficult to be obtained, or the rate therefore to be increased (or, at Landlords's option, will pay any such increase); will not commit any act which is a nuisance or annoyance to Landlord or to other tenants or which might, in the exclusive judgement of Landlord, appreciably damage Landlord's goodwill or reputation, or tend to injure or depreciate the Building; and will not commit or permit waste in the Leased Premises or Building. Tenant has no authority to encumber the Building or Leased Premises with any lien, and Tenant shall not suffer or permit any such lien to exist. Should any such lien hereafter be filed, Tenant shall promptly discharge the same at its sole cost. Access by 4.08 Tenant shall permit Landlord or its Landlord: agents or representatives to enter into and upon any part of the Leased Premises at all reasonable hours to inspect same; to clean; to make repairs, alterations or additions thereto, as Landlord may deem necessary or desirable; to show the Leased Premises to prospective purchasers or tenants; or for any other purpose deemed reasonable by Landlord. ✓�- • Landlord's 4.09 Tenant agrees with Landlord and with C Mortgagee: the mortgagee of any first mortgage or the beneficiary of any first deed of trust now or hereafter constituting a lien on the Building or the Leased Premises ( "Landlord's Mortgagee ") that any Landlord's Mortgagee shall have the right at any time to elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgagee or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and .superior to the mortgage or deed of trust -in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum of this Lease establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same shall be self- operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant shall execute promptly any appropriate instrument that Landlord may request. Tenant FxJ • 0 hereby appoints Landlord as Tenant's attorney -in -fact to execute any such instrument on behalf of Tenant. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust. Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor -in- interest without change in terms or other provisions of such Lease; provided, however, that such successor -in- interest shall not be bound by (1) any payment of rent or additional rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease, or (2) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor -in- interest. Upon request by such successor -in- interest, Tenant shall execute and deliver instruments confirming the attornment provided for herein. W. Estoppel 4.10 At Landlord's request, Tenant Certificate will promptly execute either an estoppel or Three Party certificate addressed to Landlord's Mortgagee Agreement: or a three party agreement among Landlord, Tenant and the Landlord's Mortgagee certifying as to such notice provisions and other matters as Landlord's Mortgagee may reasonably request. At Landlord's request from time to time, Tenant will promptly execute a certificate stating the commencement and expiration dates of the Term, the rental then payable hereunder, that there are no defaults on the part of Landlord or claims against Landlord hereunder (or if there are any, stating the same with particularity), and such other information pertaining to this Lease as Landlord may reasonably request. 29 ® ARTICLE 5 MUTUAL COVENANTS i Condemnation and 5.01 If the Leased Premises, Building, or Loss or Damage: any part thereof shall be taken or condemned for any public purpose (or conveyed in lieu or in settlement thereof) to such an extent as to render the remainder of the Building or Leased Premises, in the opinion of Landlord, not reasonably suitable for occupancy, this Lease shall, forthwith cease and terminate, and all proceeds from any taking or condemnation of the Building and the Leased Premises shall belong to and be paid to Landlord. It is expressly agreed and understood that all sums awarded or allowed for such taking of said Leased Premises, or any part thereof, or for damages for such taking, shall belong to Landlord and the same are hereby assigned to Landlord and Tenant shall have no interest in or claim to such award, or any part thereof, whether such award shall be for the taking of such property of for damages or otherwise. Tenant may, at its own expense, take independent proceedings against the public against the public authority exercising the power of Eminent Domain, to prove and 30 • establish any damages Tenant may have sustained. Tenant shall have the option of terminating this Lease effective on the date of possession of the Leased Premises is surrendered, by giving written notice to Landlord of its election so to do, which must • be exercised at or prior to the date of the actual taking of such property, and in the event such option is not exercised within such period, then it cannot be exercised thereafter. If this Lease is not so terminated, Landlord shall repair any damage resulting from such taking, to the extent and manner provided in Section 5.02, and rental hereunder shall (1) be abated to the extent the 'Leased Premises are rendered untenantable during the period of repair, and (2) thereafter be adjusted on an equitable basis considering the areas of the Leased Premises taken and remaining. Fire or Other 5.02 (a) In the event of a fire or other Casualty; Certain casualty in the Leased Premises, Tenant shall Repairs: immediately give notice thereof to the Landlord. If the Leased Premises shall be partially or totally destroyed by fire or other casualty so as to render the Leased Premises untenantable in whole or in part, 31 ® the rental provided for herein shall abate as to the portion of the Leased Premises ` rendered untenantable until such time as the LJ Leased Premises are made tenantable as determined by Landlord and Landlord agrees to commence and prosecute such repair work promptly and with reasonable diligence, or if such destruction results in the Leased Premises being untenantable in substantial part for a period reasonably estimated by Landlord to be six (6) months or longer after such damage or destruction, or in the event of total or substantial damage or destruction of the Building where Landlord decides not to rebuild, then all rent owed up to the date of such damage or destruction shall be paid by Tenant and this Lease shall terminate upon notice thereof to Tenant. Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 5.02 within sixty (60) days after any such damage or destruction. 5.02 (b) Should Landlord elect to effect any repairs under Sections 5.01 or 5.02, Landlord shall only be obligated to restore or rebuild the Leased Premises to a Building Standard condition; Tenant shall have the right to cause Landlord to rebuild or restore 32 is the Leased Premises to the condition they were in prior to such damage or destruction, in which event Tenant shall bear the cost of such restoration or rebuilding to the extent the same exceeds the cost Landlord would have incurred had only Building Standard improvements been used. Lien for Rent: 5.03 To secure the payment of rent and all other sums due hereunder and the faithful performance of all covenants required hereunder to be performed by Tenant, Tenant grants to Landlord a lien and security ! interest on all property, chattels or i merchandise of Tenant which now or hereafter may be placed in or upon the Leased Premises, and also upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. Such lien and security interest shall be in addition to Landlord's lien provided by law. Tenant agrees to execute, as debtor, such financing statements as Landlord may now or hereafter reasonable request in order to perfect such security interest. Landlord may, at its election at ! any time, file a copy of this Lease as a financing statement. Landlord, as secured 33 • party, shall be entitled to all of the rights and remedies afforded a secured party under the Uniform Commercial Code. Holding Over: 5.04 If Tenant should remain in possession of the Leased Premises after the termination or expiration of the Terms without the execution by Landlord and Tenant of a new lease, then Tenant shall be deemed to be occupying the Leased Premises as a tenant -at- i sufferance, subject to all the covenants and i obligations of this Lease and at a daily r rental of twice the per day rental in effect immediately prior to such expiration or termination, computed on the basis of a thirty (30) day month, due and payable daily in Landlord's office, but such holding shall not extend the Term. Assignment by 5.05 Landlord shall have the right to Landlord: transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and property referred to herein, and upon any such transfer or assignment, no further liability or obligation shall thereafter accrue against Landlord hereunder. { i 34 ® Limitation of 5.06 Tenant specifically agrees to look Landlord's solely to Landlord's interest in the Building Liability: for the recovery of any judgement against Landlord, it being agreed that Landlord shall never be personally liable for any such judgement. 0 Control of Common 5.07 All automobile parking areas, Areas and including the garage referred to in Exhibit Garage Facilities "F ", driveways, entrances and exits thereto, by Landlord: and other facilities furnished by Landlord, including all parking areas, truck way or ways, loading areas, pedestrian walkways, ramps, landscaped areas, stairways and other areas and improvements provided by Landlord for the general use, in common, of tenants, their officers, agents, employees, invitee, licensees, visitors and customers shall be at all times subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations therein called the "Building Rules and Regulations ") with respect to all facilities and areas mentioned in this Section; the initial Building Rules and Regulations are set out in Exhibit "F" hereto and are of equal dignity herewith. 35 Landlord shall have the right from time to time to change the area, level, location and arrangement of parking areas and other facilities hereinabove referred to; to restrict parking by and enforce parking I charges to tenants, their officers, agents, invitee, employees, licensees, visitors and customers; to close all or any portion of such area or facilities to such extent as may be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to close temporarily all or any portion of the public areas or facilities; to discourage non - customer parking in such parking facilities; to charge a fee for visitor and or customer parking in such parking facilities; and to do and perform such other acts in and to such areas and improvements as, in the use of good business judgement, Landlord shall determine to be advisable with a view to the improvements as, in the use of good business judgement, Landlord shall determine to be advisable with a view to the improvement of the convenience and the use thereof by tenants, their officers, agents, employees, invitee, visitors, licensees and customers. 36 ® Default by Tenant: 5.08 (a) Each of the following occurrences relative to Tenant shall constitute an "Event of Default ": LI (1) Failure or refusal by Tenant to make the timely payment of any rent or other sums payable under this Lease when and as the same shall become due and payable, provided Landlord has given Tenant three (3) days written notice of the same; however, once Landlord has given Tenant two (2) such notices (whether as to one or more than one failure to pay) it shall not be required to give further notice and thereafter the failure or refusal by Tenant to timely make any payment due hereunder shall be an Event of Default without further notice; or I (2) Abandonment or vacating of the Leased Premises or any significant portion thereof; or (3) The filing or execution or occurrence of an insolvency proceeding by or against Tenant or any guarantor of Tenant; or an assignment for the benefit of creditors or composition; or a petition or other proceeding by or against the Tenant for the appointment of a trustee, receiver or 37 C liquidator of Tenant or any of Tenant's i property; or a proceeding by any governmental authority for the dissolution or i liquidation of Tenant or any guarantor of Tenant; or (4) Failure by Tenant in the performance or compliance with any of the agreements, terms, covenants or conditions provided in this Lease other than those referred to in (1), (2) or (3) above, for a period of ten (10) days after notice from Landlord to Tenant specifying the items in default; or (5) Failure to peacefully surrender the Lease Premises on expiration or termination of this Lease; or j (6) The occurrence of any other event herein provided to be an Event of Default. 5.08 (b) This Lease and the Term and estate hereby made are subject to the limitation that if and whenever any Event of Default shall occur, Landlord may, at its option and without further written notice to Tenant, in addition to all other remedies given hereunder or by law or equity, do any one or more of the following: 3 38 • i (1) Terminate this Lease, in which event Tenant shall immediately surrender possession of the Leased Premises to Landlord; (2) Enter upon and take possession of the Leased Premises and expel or remove Tenant and any other occupant therefrom with or without having terminated the Lease; (3) Alter locks and other security devices at the Leased Premises. 5.08 (c) Exercise by Landlord of any one or more remedies shall not constitute an acceptance of surrender of the Leased Premises by Tenant, whether by agreement or by operation of law, it being understood that such surrender can be effected only by the written agreement of Landlord and Tenant. 5.08 (d) If Landlord terminates this Lease by reason of an Event of Default, Tenant shall be liable for and shall pay to Landlord, the sum of all rent and other indebtedness accrued to the date of such termination, plus, as damages, an amount equal to and then present value of the rent reserved hereunder of the remainder of the '• 39' 0 Term to the stated expiration date, less the then present value of the fair rental value of the Leased Premises for such period, the parties hereby stipulating that such fair rental value shall in no event be deemed to exceed sixty percent (60 %) of the then present value of the rent herein reserved for such period. For purposes of determining present value under this subsection (d), a discount rate of twelve percent (12 %) shall be used. 5.08 (e) If Landlord repossesses the Leased Premises without terminating the Lease then Tenant shall pay to Landlord all rent and indebtedness accrued to the date of such repossession, plus rent and other sums required to be paid by Tenant during the remainder of the Term, diminished by any net sums thereafter received by Landlord through reletting the Leased Premises during said period (after deducting expenses incurred by Landlord as provided below); re -entry by Landlord will not affect the obligations of Tenant for the unexpired Term. Tenant shall not be entitled to any excess of any rent obtained by reletting over the rent herein reserved. Actions to collect amounts due by 40 • Tenant may be brought on one or more occasions, without the necessity of Landlord's waiting until expiration of the Term. 5.08 (f) In case of an Event of Default, to the extent the same were not deducted under Section 5.08 (d) or (e), Tenant shall also pay to Landlord's broker's fees incurred by Landlord in connection with reletting the whole or any part of the Leased Premises; the cost of removing and storing Tenant's or any other occupant's property; the cost of repairing, altering, remodeling or otherwise putting the Leased Premises into condition acceptable to a new Tenant or Tenants; and all reasonable expenses incurred by Landlord in enforcing Landlord's remedies, including attorney's fees and court costs. 5.08 (g) Upon termination or repossession of the Leased Premises for an Event of Default, Landlord shall not be obligated to relet or attempt to relet the Leases Premises or any portion thereof, or to collect rental after reletting, but Landlord shall have the option to relet or attempt to relet. In the event of reletting, Landlord may relet the 41 • whole or any portion of the Leased Premises for any period, to any tenant, and for any use and purposes. 5.08 (h) If Tenant should fail to make any payment, perform any obligation, or cure any default hereunder, Landlord, without obligation to do so and without thereby waiving such failure or default, may make such payment, perform such obligation, and or remedy such other default for the account of Tenant (and enter the Leased Premises for such purpose), and Tenant shall pay upon demand all costs, expenses and disbursements (including reasonable attorneys' fees) incurred by Landlord in taking such remedial action. Default by 5.09 In the event of any default by Landlord: Landlord hereunder, Tenant's exclusive remedy shall be an action for damages (Tenant hereby waiving the benefit of any laws granting it a lien upon the property of the Landlord and /or upon rent due Landlord), but prior to any such action Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall thereupon have sixty (60) days (plus such additional 42 ® reasonable period as may be required in the exercise by Landlord of due diligence) in • which to cure any such default. Unless and until Landlord fails to so cure any default after such notice, Tenant shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of its possession of the Building and not thereafter. Under no circumstances whatsoever shall Landlord ever be liable hereunder for consequential damages or special damages. Non - waiver: 5.10 Neither acceptance of rent by Landlord nor failure by Landlord to complain of any action, non - action or default of Tenant shall constitute a waiver of any Landlord's rights hereunder. Waiver by Landlord of any default of Tenant shall not constitute a waiver of any right for either a subsequent default of the same obligation or any other default. Independent 5.11 The obligation of Tenant to pay all Obligations: rent and other sums hereunder provided to be 43 • paid by Tenant and the obligation of Tenant to perform Tenant's other covenants and duties hereunder constitute independent unconditional obligations to be performed at all times provided for hereunder, save and except only when an abatement thereof or reduction therein is hereinabove expressly provided for and not otherwise. Tenant waives and relinquishes all rights which Tenant might have to claim any nature of lien against or withhold, or deduct from or offset against any rent and other sums provided hereunder to be paid Landlord by Tenant. Time of Essence: 5.12 In all instances where Tenant is required hereunder to pay any sum or do any act at a particular indicated time or within an indicated period, it is understood and stipulated that time is of the essence. Remedies 5.13 Landlord may restrain or enjoin any Cumulative: breach or threatened breach of any covenant, duty or obligation of Tenant herein contained without the necessity of proving the inadequacy of any legal remedy or irreparable harm. The remedies of Landlord hereunder shall be deemed cumulative and no remedy of Landlord, whether exercised by Landlord or not, shall be deemed to be in exclusion of any other. 44 ® Insurance, 5.14 (a) Landlord may maintain fire and Subrogation extended coverage insurance on the portion of Liability, the Building constructed by Landlord, Indemnity, and including building standard leasehold Waiver: improvements, in amounts desired by landlord. Payments for losses thereunder shall be made solely to Landlord. Tenant shall maintain at its expense fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises and on its Non - Building Standard leasehold improvements and all additions and improvements made by tenant. :7 5.14 (b) Tenant, at its sole cost and expense, shall carry and maintain a policy or policies of comprehensive general liability insurance insuring the Tenant against liability for injury to persons or property occurring in or about the Leased Premises or arising out of the maintenance, use or occupancy thereof. The coverage under such insurance shall not be less than One Hundred Thousand Dollars ($100,000) for any one person injured or killed and not less than Three Hundred Thousand Dollars ($300,000) for any one accident and not less than One 45 ® Hundred Thousand Dollars ($100,000) for property damage per accident. Such insurance shall be written or endorsed so as to preclude the exercise of the right of E subrogation against the Landlord. The ! obligations of Tenant under this Section ` 5.14 (b) shall in no way prejudice or limit the covenants of Tenant under Section 5.14 (c) 5.14 (c) Tenant hereby releases and indemnifies and agrees to defend, protect and hold harmless Landlord and Landlord's agents, directors, officers, employees, invitee and contractors from any and all losses, damages, claims, suits, actions, judgments and costs (including but not limited to reasonable attorneys' fees) arising from or in connection with any injury whatsoever, including death and property damage, suffered by Tenant or any of Tenant's directors, officers, employees, agents, invitee, or contractors arising out of or in connection with this Lease Agreement and the use or occupation of the Leased Premises or the Building and the lot on which the Building is located and other improvements, sidewalks and street appurtenant to or adjacent to the 46 ® Building and said.lot, regardless of how such injury is caused, and whether such injury is caused, occasioned or contributed to, actually or allegedly by the negligence, sole or current, of Landlord or its agents, directors, officers, employees, invitee, or contractors. The preceding indemnification shall not apply to injury caused by the gross negligence or willful misconduct of Landlord or its agents, directors, officers, employees, invitee or contractors. 5.14 (d) Tenant agrees that Landlord shall not be responsible or liable to Tenant for any inconvenience or loss to Tenant arising from or in connection with the repair, maintenance, or replacement of any part of the Building or the Leased Premises, or ! failure to make any such repair, maintenance or replacement except such loss that is caused by the gross negligence of Landlord. Venue Governing 5.15 This Lease shall be governed by the Law: laws of the State of Texas. All monetary and other obligations of Landlord and Tenant are performable exclusively in Houston, Harris County, Texas. 47 ® Notice: 5.16 Any notice which may be or shall be given under the terms of this Lease shall be i in writing and shall be either delivered by hand or sent by United States Registered or Certified Mail, postage prepaid, if for Landlord to the address provided herein; or if for Tenant,to the Leased Premises. Such addresses may be changed from time to time by either party by giving notice as provided above. Notice shall be deemed given when delivered (if delivered by hand) or three (3) days after postmarked (if sent by mail) . 0 i Entire Agreement 5.17 This Lease and any written addenda and Binding and all exhibits hereto (which are expressly Effect: incorporated herein by this reference) shall constitute the entire agreement between Landlord and Tenant; no prior written or prior or contemporaneous oral promises or representatives shall be binding. This Lease shall not be amended, changed or extended except by written instrument signed by both parties hereto. The provisions of this Lease shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties; but this provision shall in no way M ® alter the restrictions on assignment and subletting applicable to Tenant hereunder. It is also agreed and accepted by both Lessor and Lessee that this Lease commences on the date set out in Section 1.02, even if this Lease is executed in a month and on a date other than what is set out in Section 1.02. C: Right of Re- Entry: 5.18 Upon the expiration or termination of the term for whatever cause, Landlord shall have the right to immediately re -enter and reassume possession of the leased premises and remove Tenant's property therefrom, and Tenant expressly acknowledges such right. Number and Gender; 5.19 Pronouns, where used herein, of Captions; whatever gender, shall include natural References: persons, corporations, and associations of every kind of character, and the singular shall include the plural and vice versa where and as often as may be appropriate. Article and section headings under this Lease are for convenience of reference and shall not affect the construction or interpretation of this Lease. whenever the terms "hereof ", "hereby ", "herein ", or words of similar import are used in this Lease, they shall be construed as referring to this Lease 49 i ® in its entirety rather than to a particular section or provision, unless the context specifically indicates to the contrary. Any reference in a particular "Article" or "Section" shall be construed as referring to the indicated article or section of this Lease. • Security Deposit: 5.20 Concurrently with the execution hereof, Tenant has paid to Landlord the amount of ZERO Dollars ($0.00) to be held as a deposit to secure performance of Tenant's I obligations hereunder. Upon the occurrence of any Event of Default, or upon the failure by Tenant to timely pay any sum it is obligated to pay hereunder, Landlord may from time to time, without prejudice to any other remedy, and without prior notice to Tenant, apply all or part of the amount deposited to the curing of such Event of Default or the payment of such sum. Should Landlord so apply such deposit, Tenant shall immediately upon receipt of notice thereof deposit with Landlord a sufficient amount to bring Tenant's total deposit to the level stated in the first sentence of this section 5.20. i Upon termination or expiration of this Lease ' i the security deposit shall be returned to '. 50 Tenant, to the extent the same is not then applied to the curing of any Event of Default or to the payment of any sum owed by Tenant hereunder. Landlord may keep such security deposit in its bank account and co- mingle same with its other funds, and shall not be responsible for paying any interest thereon. The amount so deposited shall not be considered as an advance payment of rental hereunder, or as a measure of Landlord's damages in the event of any failure to perform on the part of Tenant. Delinquent: 5.21 Any payments required of Tenant hereunder, whether.as rental or otherwise, shall bear interest from the time due until paid at the maximum rate of interest permitted by law. 51 0 SIGNATURE PAGE Tenant further agrees and warrants that Tenant has read and understands this Lease and accepts same. Executed in multiple counterparts, each of which shall have the force and effect of an original. This Lease is entered into on the date reflected on Page 1 of this Lease LANDLORD LOOP 610 WEST, LTD. Henry J. N. Taub II Its: Vice President Six Ten Corporation General Partner Address: Texan Building Fourth Floor 333 West Loop North Houston, Texas 77024 VIMMMy * ** Harris County Organized Crime and Narcotics Task Force M Captain Johnny Erikson Its: Project Director Address: Texan Building Suite 100 333 West Loop North Houston, Texas 77024 * ** AUTHORIZED BY THE CITY OF BAYTOWN 52 • • EX 1.110 i' "A" TExAK BUILDING EXI-II13IT "A" LOOP fi10 WEST LTD. 333 WEST LOOP NORTH HOUSTON, TEXAS bobby NORTH F�oo� 0- • 0— C- 0 GXIIL]3CC "B" Q O O J LL cn U- m • C M- 11131I' "C" LOOP 610 WEST LTD. 333 WEST LOOP NORTH HOUSTON, TEXAS acn NORTH FLOOR LJ EXHIBIT TENANT FIT -UP TO Lease dated February 1, 1997 be ( "Landlord ") and * ** Harris County Task Force. ( "Tenant ") . No Tenant Fit -up Allowance: * None required. LANDLORD LOOP 610 WEST, LTD. By. Henry J. N. Taub II Its: Vice President Six Ten Corporation General Partner Date: "D" ALLOWANCE tween LOOP 610 WEST, LTD., Organized Crime and Narcotics * TENANT * ** Harris County Organized Crime and Narcotics Task Force By. Captain Johnny Erikson Its: Project Director * ** AUTHORIZED BY THE CITY OF BAYTOWN 53 Date: EXHIBIT "D" ® EXHIBIT "E" PARKING n TO Lease dated February 1, 1997 between LOOP 610 WEST, LTD., ( "Landlord ") -and * ** HARRIS COUNTY ORGANIZED CRIME AND NARCOTICS TASK FORCE ( "Tenant ") . Garage Parking: Landlord shall make available to Tenant, and Tenant agrees to pay for and take, during the term, permits to park. On an assigned basis, SEVENTY -SEVEN (73) spaces in the j parking garage and /or located adjacent to the building upon the Terms and Conditions set forth in this Exhibit. Tenant shall pay as rental for such parking permit(s) and parking space(s) the rates charged from time to time by the operator of the garage. The initial parking rate shall be $60.00 Dollars ($60.00) per permit and parking space per month. Said rental shall be due and payable on the first day of each calendar month during the Term in the same manner as provided for in this Lease with regard to other rental, and failure to timely pay same shall constitute an Event of Default. * ** AUTHORIZED BY THE CITY OF BAYTOWN 54 EXHIBIT "E -1" Automobile All vehicles will be parked within striped Parking: lanes as designated by Landlord from time to time. Parking across the stripes, or in handicapped spaces, or in unmarked areas, blocking of walkways, loading areas, entrances or driveways, will not be permitted. Tenants and their employees shall observe rules, regulations and restrictions as may be imposed by Landlord from time to time on such parking areas. Without limitations of other remedies available at law or set forth herein, Landlord may, at owner's cost and without liability to the Landlord, tow away or cause to be towed away all vehicles owned by Tenant or Tenant's employees parked in any reserved parking areas in violation of this provision or parked in any other area in violation of this agreement or any other agreement, Rule or Regulation relating to the parking. Landlord reserves the right to utilize the parking areas during other than normal building operating hours. Landlord shall not be liable for violations or any parking agreement, rule, regulation, or law by any other party. 55 EXHIBIT 11E -2" • EXHIBIT "F" • BUILDING RULES AND REGULATIONS TO Lease dated February 1, 1997 BETWEEN LOOP 610 WEST, LTD., ( "Landlord ") -and * ** HARRIS COUNTY ORGANIZED CRIME AND NARCOTICS TASK FORCE, ( "Tenant ") . Walk and The sidewalks, entries, passages, Passageways courts, corridors, stairways and elevators f Obstruction: shall not be obstructed by Tenant, Tenant's employees or agents or used by them for other purposes than for ingress and egress to and from their respective suites. Moving of Safes All safes or other heavy articles shall be and other heavy carried up or into the Building only at such objects into the times and in such manner as shall be Building: prescribed by Landlord and the Landlord shall in all cases have the right to specify the proper weight and position or any such safe or other heavy article. Any damage done to the Building by taking in or removing any safe or other heavy articles or from overloading any floor in any way shall be paid by Tenant. Maximum live 56 EXHIBIT "F -1" ® floor loads shall not exceed fifty (50) pounds per square foot. Defacing or injuring in any way any part of the Building by Tenant, his agent or servants, shall be paid by Tenant. Movement of furniture or office equipment in or out of the Building, or dispatch or receipt by Tenant of any equipment, bulky material or merchandise which requires use of elevators or stairways, or movement through the lobby entrance shall be restricted to such hours as Landlord shall designate. All such movement shall be in a manner to be agreed upon between Tenant (upon Tenant's initiation) and Landlord in advance. The time, method, and routing of movement and limitations for safety or other concern which may prohibit any article, equipment or other item from being brought into the Building shall be subject to Landlord's discretion and control. Any hand trucks, carryalls, or similar appliances used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as the Building shall require. Although Landlord or EXHIBIT "F--2" ® j 57 ® its personnel may participate in or assist in the supervision of such movement. Tenant assumes final responsibility for all risks as to damage to articles moved and injury to persons or property engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for Tenant, from time of entering the property to completion of work. Landlord shall not be liable for the acts of any person engaged in, or any damage or loss to any of said property or persons resulting from any act in connection with such service performed for Tenant. Signs and No sign, advertisement or notice shall be Directories: inscribed, painted or affixed on any part of the inside or outside of the Building unless approved by Landlord. Tenant shall not mark, paint, drill into or in any way deface walls, ceilings, partitions or floors of the Building and shall not put therein any spikes, hooks screws or nails. A building directory in a conspicuous place, with the EXHIBIT "F -3" W E E I i • names of the tenants will be provided by Landlord; any necessary revision in such directory will be made by Landlord within a reasonable time after written notice from Tenant of the change making the revision necessary, but Landlord shall not be responsible for any inconvenience or damage caused to Tenant as a result of any error in such directory. Landlord will provide and install, at Landlord's cost one (1) strip on the building directory. Any numerals or letters on doors within the Leased premises and (to the extent available) strips on the building directory will be provided and installed at Tenant's cost. All such letters and numerals shall be in the Building's standard graphics, and no other shall be used or permitted on the Leased Premises. ' i Compliance with Tenants shall not do anything, or permit Laws: anything to be done, in or about the Building or bring or keep anything therein, that will in any way increase the possibility of fire or other casualty or obstruct or interfere EXHIBIT "F -4" 59 ® with the rights of, or otherwise injure or annoy, other tenants, or do anything in conflict with valid pertinent laws, rules or regulations of any governmental authority. License & Permits: If any governmental license or permit shall be required for the proper and lawful conduct of a tenant's business, such tenant, before occupying the premises, shall procure and maintain such license or permit and submit it for Landlord's inspection and shall at all times comply with the terms of any such license or permit. Canvassing and Canvassing, soliciting and peddling in the Soliciting: Building is prohibited and Tenant shall cooperate with Building Management to prevent I the same. Deliveries: All deliveries must be made during normal business hours. Prior approval must be obtained from Landlord for any deliveries that must be received after normal business hours. EXHIBIT "F -5" .S ® Vending Machines: Tenant shall not maintain or operate, nor permit any other party to maintain or operate • any vending machines for the sale of food, beverages, or other sundry items on the premises without the prior written consent of Landlord. Noise: Tenant shall not disturb the occupants of the building by the use of any musical or sound producing instrument, making unseemly noises, or by interference in any way. Business machines and mechanical equipment belonging to any Tenant which cause noise and /or vibration that may be transmitted to the structure of the building or to any i leased space so as to be objectionable to I Landlord or any other Tenants in the building E shall be placed and maintained by such Tenants, at such Tenant's expense, in settings of cork, rubber, or spring type noise and /or vibration eliminators sufficient to eliminate vibration and /or noise. Name Change: Landlord shall have the right, exercisable without notice and without liability to any tenant, to change the name street and address of the building. 61 EXHIBIT "F -6" Security: Building: The Landlord specifically reserves the right to refuse admittance to the Building after 7:00 p.m. daily, Saturday, ! Sunday or on legal holidays to any person or persons who cannot furnish satisfactory identification or to any person or persons who for any other reason should be denied access to the premises. Landlord will use its best efforts to control access to the premises. Landlord shall not be liable to Tenant for losses due to theft or burglary, or for damages done by unauthorized persons on the Premises. Locks: Landlord will furnish Tenant, free of charge two (2) keys for each corridor door entering the Leased Premises, additional j keys to be furnished at a reasonable charge by Landlord on an order signed by Tenant or Tenant's authorized representatives. All such keys shall remain the property of Landlord. No EXHIBIT "F -7" 62 • 1 I additional locks shall be allowed on any door j 3 of the Leased Premises without Landlord's permission, and Tenant shall not make or ! permit to be made any duplicate keys, except ' those furnished by Landlord. Upon termination of this Lease, Tenant shall surrender to Landlord all keys to the Leased Premises and give to Landlord the explanation of the combination of all locks for safes, safe cabinets and vault doors, if any, in the Leased Premises. Locking of Doors: All doors leading from i public corridors to the Leased premises are i i to be kept closed when not in use, and locked during the night, or when the space is unoccupied. Unattended Tenant, its agents, servants and employees Premises: shall, before leaving the Leased Premises unattended shut off all lights. Entry Doors: Stairwells, corridors and entry doors must remain closed at all times to comply with fire and safety ordinances. These doors must 63 EXHIBIT "F -8" • not be blocked open or the locking devices altered or tampered with in any way which would violate these ordinances or interfere with the security of the Building. Before and after normal business hours, on weekends and on holidays all doors granting access to the Building must be locked. Tenant and Guest Tenants, employees or agents, or anyone Registration: else who desires to enter the Building after normal business hours, may be required to sign in upon entry and sign out upon leaving, giving the location during such person's stay and such person's time of arrival and departure. Custodial Housekeeping: Tenant space that is Services: visible from public areas must be kept neat and clean. All elevator lobbies are to be kept neat and clean. The disposal of trash or storage of materials in these areas is prohibited. Each tenant shall cooperate with Building employees in keeping the premises neat and clean and operating efficiently. 64 EXHIBIT "F -9" ® Debris: Nothing shall be thrown out of the doors of the Building or down the stairways or other passages by Tenant. • t Janitorial: Tenant shall not employ any person or persons other than the janitor of the Landlord for the purpose of cleaning or taking charge of the Leased Premises, without the written consent of the Landlord, it being understood and agreed that the Landlord shall be in no way responsible to any Tenant for any loss of property from the Leased Premises, however occurring or for any damage done to the furniture by the janitor or any of his employees, or by any other person or persons whomsoever. Any person or persons employed by the Tenant, with the written consent of the Landlord, must be subject to and under the control and direction of the janitor of the Building. The janitor of the Building may at times keep a pass key, and he and other agents of the Landlord shall at all times be allowed admittance to said Leased Premises. Landlord's janitors shall not be hindered by Tenant while performing their duties. 65 EXHIBIT #F -10" n ® Trash Disposal: Trash disposal services are provided by the Landlord's contractor. Trash receptacles 40 are located in the parking garage for the convenience of the tenants. Littering, dumping of refuse and cleaning of automobiles and automobile ash trays on the grounds or in the parking garage is strictly prohibited. In the event Tenant must dispose of crates, boxes, etc., which will not fit into office waste paper baskets, it will be the responsibility of Tenant to dispose of same. In no event will Tenant set such items in the public hallways or other areas of the Building or garage for disposal. Carpet Damage: Tenant will be responsible for any damage to carpeting and flooring as a result of rust or corrosion of file cabinets, planters, roller chairs and metal objects, spilled beverages and stains. Communications: Should a Tenant require background music, telegraphic, telephonic, annunciator or any other communication service, Landlord will direct the electricians and installers where M EXHIBIT "F -11" • and how the wires are to be introduced and placed and none shall be introduced or placed except as Landlord shall direct. Light and Air_ The doors, skylights and windows that Passageways: reflect or admit light and air into the corridors and passageways, or to any place in said Building shall not be covered or obstructed by Tenant. Elevator Service: The Landlord shall not be liable for any damages from stoppage of elevators for necessary or desirable repairs or improvements, or delays of any sort or duration in connection with the elevator service. The elevators may be used to handle hand sized packages. No furniture or freight shall be handled except by previous arrangement. Advance notice of arriving or departing shipments will enable the Building Management to give better assistance. Plumbing Fixtures: Plumbing fixtures and appliances shall be used only for the purposes for which constructed, and no sweepings, rubbish, rags 67 EXHIBIT "F -12" ® or other unsuitable material shall be thrown or placed therein. The cost of repairing any stoppage or damage resulting to any such fixtures or appliances from misuse on the part of a Tenant or such Tenant's officers, agents, servants and employees shall be paid by such Tenant. • Energy Energy costs represent a significant Conservation: percentage of the Buildings' expenses. All tenants are to curtail unnecessary use of ! electricity to help reduce these costs. Thermostat Tenant shall not tamper with or attempt to Setting: adjust temperature control thermostats in Leased Premises. Landlord shall adjust therostats as required to maintain the Building standard temperature. Landlord requires that all window blinds remain down. Extra Utility In the event Tenant desires utility or air usage: conditioning service at other than normal M EXHIBIT "F -13" • Display Cases: No showcase or any objects whatsoever of the Building or other public areas grounds contiguous without written co n other fixture or shall be placed in front in the lobby, corridor, or within the Building or the therewith by Tenant, nsent of the Landlord. Hazardous and Tenants shall not use or keep in the Flammable building any hazardous, toxic, explosive or Materials: flammable fluid or substance, or any illuminating material, unless it is battery powered, UL approved. Lost and Found: The Landlord, through the Building Manager will receive objects of value found in the Building or on its premises, and will notify the Tenants by bulletins of such objects, which may be claimed, upon proper identification. Lost objects may be reported to the Building Manager. Notices: Tenant.shall give notice to the building Manager's office within twenty -four (24) hours in case of accidents in the Leased Premises or in the Building or of defects therein or in any fixtures or equipment, or of any known emergency in the Building. 70 EXHIBIT "F -15" l , I ® Evacuation: Landlord has the right to evacuate the building of Tenants or Tenants property in event of emergency or catastrophe. Landlord reserves the right to rescind any of these Rules and Regulations and make such other and further Rules and Regulations as in the judgement of Landlord shall from time to time be needed for the safety, protection, care and cleanliness of the Building, the operation thereof, the preservation of good order therein, and the protection and comfort of its Tenants, their agents, employees and invitee, which rules when made and notice thereof given to a tenant shall be binding upon him in like manner as if originally herein prescribed. In the event of any conflict', inconsistency, or other difference between the terms and provisions of these Rules and Regulations, as now or hereafter in effect and the terms and provisions of any lease now or hereafter in effect between Landlord and any tenant in the Building, Landlord shall have the right to rely on the term or provision in either such lease or such Rules and Regulations which is most restrictive on such Tenant and most favorable to Landlord. • 71 EXHIBIT "F -16" • . I .- EXHIBIT "G" PAYMENT SCHEDULE TO Lease dated February 1, 1997 BETWEEN LOOP 610 WEST, LTD., ( "Landlord ") and * ** HARRIS COUNTY ORGANIZED CRIME AND NARCOTICS i TASK FORCE ( "Tenant ") 1. Payment of Base Rental, in the amount of $16,003.30 for Square Footage, as shown under OFFICE LEASE BASIC LEASE INFORMATION and Exhibits "A ", "B ", and "C" for the One (1) Month Term of February 1, 1997 through February 28, 1997, is due and payable in Landlord's office on February 1, 1997. 2. Payment of Rental for Seventy -Three (73) Parking Spaces, in the amount of $4,380.00, for the One (1) Month Term of February 1, 1997 through February 28, 1997, is due and payable in Landlord's office on February 1, 1997. * ** AUTHORIZED BY THE CITY OF BAYTOWN 72 EXHIBIT "G"