ITEM 1: ITEM 2: ITEM 3: ITEM 4: ITEM 5: ITEM 6: ITEM 7: ITEM 8: WPL J40b_5| LEASE AGREEMENT BASIC LEASE PROVISIONS: This Lease Agreement ("Lease") is made and entered into this BP day of June 2014, by and between; Landlord: Mailing Address: Tenant: Mailing Address: Property Property Address: Leased Premises: ‘Schedule of Gross Monthly Rent: Tenant Operating Expenses: Landlord Operating Expenses: Commencement Date: Term: Expiration Date: City of Austin, Texas Office of Real Estate Services P.O. Box 1088 Austin, Texas 78767-1088 MINORITIES FOR EQUALITY IN EMPLOYMENT, EDUCATION, LIBERTY AND JUSTICE INC. 1106 College Street Bastrop, Texas 78602 Hauke House 403 East 15" Street Austin, Texas 78701 The portion of the interior of the Property which is approximately 738 square feet $0.00 per month for lease Term Tenant to pay for its utilities, interior maintenance and repairs, mowing and trash removal. None. dune 23,2014 12 months Swe 3 _, 2015ITEM 9: Extension Option: Tenant may exercise a one-year option to extend beyond the primary term on the same terms and conditions as set forth herein by giving Landlord advance written notice at least 120 days before expiration of the primary Term of Tenant's intent to exercise the option to extend.TERMS AND CONDITIONS OF THE LEASE: ARTICLE 1. Leased Premises 4.4. In consideration of the covenant of Tenant to pay rent as herein provided, and in consideration of the observance and performance by Tenant of other terms, provisions and covenants hereof, Landlord hereby Leases, demises and lets to Tenant, and Tenant does hereby Lease and take from Landlord that certain space described in item 4 of the of the Basic Lease Provisions, located at the Hauke House, 403 East 15” Street described in Item 3 of the Basic Lease Provisions. The space hereby leased in the Hauke House called the Leased Premises, is subject to all liens, covenants, ‘easements, agreements and restrictions of record. The Leased Premises Plan, marked Exhibit "A" is attached hereto and made a part hereof for all purposes. ARTICLE 2. Term 2.1 This Lease shall be for a term as set forth in Item 8 of the Basic Lease Provisions. This Lease shall commence on the Lease Commencement Date set forth in Item 8 of the Basic Lease Provisions, and shall terminate on the expiration date set forth in Item 8 of the Basic Lease Provisions, at midnight, unless sooner terminated as provided herein. ARTICLE 3. Gross Rental 3.1. Monthly Base Rent. Tenant agrees during the Term, Tenant shall provide certain services as further described in Exhibit B, which is incorporated into the Lease ‘Agreement for all purposes. The parties acknowledge that the monthly rental amount has been waived in recognition of the value of the services to be provided by Tenant to the City of Austin residents and surrounding counties. 3.2. Security Deposit, Landlord shall not require at this time Tenant to pay a Security Deposit. If at the end of the initial term the Tenant does not adhere to the performance measures as described in Exhibit B, Landlord has the authority to request in writing from Tenant a Security Deposit in the amount of one thousand five hundred dollars and no cents ($1,500.00). 3.3 Records and Audit. Tenant shall keep true, accurate and complete books and records of the services and performance measures referenced in Exhibit 8, and Shall maintain such records for at least three years following the final termination or expiration of this Lease Agreement. Upon written notice at any time during the term ofthe Lease Agreement or within three years thereafter, Landlord may, at its expense, inspect and audit Tenant's books and records relating to the provision of the services described in Exhibit B, and Tenant agrees to provide Landlord with access to such records. ARTICLE 4. Services By Tenant 4.1 Services. As referenced in Article 3.1 above, Landlord agrees to accept certain services of Tenant as consideration for entering into this Lease Agreement. Such services must be performed to the reasonable satisfaction of Landlord. The services to be performed by Tenant are described in Exhibit B. 4.2. Performance Measures. Six months following the Effective Date the Basic Lease Agreement, Tenant shall prepare and deliver to the Director or Designee of Health and Human Services Department a written report of the services performed to date. The report shall include information about services and activities described on Exhibit B. Tenant shall also prepare a report of activities and services provided during the second six month period of the First Lease Year, and shall provide such report to the Director of Health and Human Services Department or Designee within fifteen (15) days following the end of the First Year. 4.3 Reports. The Tenant shall submit six (6) months following the Effective Date of the Basic Lease Agreement a report using the format and method specified by the Landlord no later than fifteen (15) calendar days following each six (6) months. Tenant shall provide complete and accurate supporting documentation upon request by the Landlord. Performance reports may be required by the Landlord based upon business needs. ‘An annual Contract closeout report using the forms shown at hhttp:www.ctkodm.com/austin/ shall be completed by the Tenant and submitted to the Landlord within sixty (60) calendar days following the expiration or termination of this Contract. 4.4. Monitoring and Evaluation. The Tenant agrees that the City or its designee may carry out monitoring and evaluation activities to ensure adherence by the Tenant to the Program Work Statement, Program Performance Measures, and Program Budget, as well as other provisions of this Basic Lease Agreement. Tenant shall fully cooperate in any monitoring or review by the Landlord and further agrees to designate a staff member to coordinate monitoring and evaluation activities.Tenant shall provide to the Landlord with copies of all evaluation or monitoring reports received from other funding sources during the Contract Term within twenty (20) working days following the receipt of the final report. Tenant shall keep on file copies of all notices of Board and Directors meetings, Subcommittee or Advisory Board meetings, and copies of minutes of those meetings. 4.5 Noncompliance. The failure of Tenant to timely prepare and submit its annual report, of to promptly implement corrective measures established by the Director of Health and Human Services Department shall be a material event of default for which Landlord may exercise its remedies under Article 25 including without limitation, termination of this Lease Agreement. ARTICLE 5. Use of the Leased Premises 5.1 Permitted Use. Tenant will use and occupy the Leased Premises only for general office and for no other purpose without the prior written consent of Landlord 6.2 Prohibited Uses. Tenant shall not use or permit the Leased Premises to be used for any purpose other than that stated in Article 5.1, or make or allow to be made any major alterations or physical additions in or to the Leased Premises without the prior written consent of Landlord, which consent shall be given subject to such feasonable conditions as Landlord may require or impose. No structural changes to the Leased Premises shall be made or permitted to be made by Tenant without Landlord's prior written consent, which consent may not be unreasonably withheld. Any and all Such permanent alterations, physical additions or improvements, when made to the Leased Premises by Tenant, shall become the property of Landlord and shall be surrendered to Landlord upon the termination of this Lease by lapse of time or otherwise; provided, however, this Article 5 shall not apply to any equipment necessary for the efficient operation of Tenant's business owned and installed by Tenant including, but not limited to any special equipment which may be located in mechanical rooms or on the roof or in areas other than the Leased Premises for the operation of Tenant's telephone or communications systems, including cabling, additional air conditioning equipment installed by Tenant, antennas, wiring, movable partitions and other computer ‘and communication equipment which shall remain the property of Tenant. Tenant will repair any damage to the Leased Premises caused by the installation or removal of the above-mentioned equipment. 5.3 Compliance with Law. Tenant will not use, occupy or permit the use or occupancy of the Leased Premises for any purpose which is, directly or indirectly, forbidden by law, ordinance or governmental or municipal regulation or order, or which may be dangerous to life, limb or property or to create waste; or permit the maintenance of any public or private nuisance; or permit any thing to be done which would increasethe fire and extended coverage insurance rate on the property. 5.4 Environmental Definitions. As used in this Lease, the term “Hazardous Material” shall mean any substance that is (a) defined under any Environmental Law as a hazardous substance, hazardous waste, hazardous material, pollutant or contaminant, (b) a petroleum hydrocarbon, including crude oil or any fraction or mixture thereof, (c) hazardous, toxic, corrosive, flammable, explosive, infectious, radioactive, carcinogenic or a reproductive toxicant, or (d) otherwise regulated pursuant to any Environmental Law. As used in this Lease, “Environmental Law" shall mean all federal, state and local laws, statutes, ordinances, regulations, rules, judicial and administrative orders and decrees, permits, licenses, approvals, authorizations and similar requirements of all federal, state and local governmental agencies or other governmental authorities pertaining to the protection of human health and safety or the environment, now existing or later adopted during the Tenn. 5.5 Environmental Requirements. Tenant hereby agrees that (a) Tenant shall not use, store or otherwise handle, or permit any use, storage, treatment, disposal or other handling of, any Hazardous Material which is not a Permitted Material on or about the Premises; (b) Tenant shall obtain and maintain in effect all permits and licenses required pursuant to any Environmental Law for Tenants Activities on the Premises, and Tenant shall at all times comply with all applicable Environmental Laws; (c) Tenant shall not cause or permit to occur any release of any Hazardous Material or any condition of pollution or nuisance on or about the Premises, whether affecting surface water or groundwater, air, the land or the subsurface environment; (d) Tenant shall promptly remove from the Premises any Hazardous Material introduced, or permitted to be introduced, onto the Premises by Tenant; and (e) if any release of a Hazardous Material to the environment, or any condition of pollution or nuisance, occurs on or about or beneath the Premises as a result of any act or omission of Tenant or its agents, officers, employees, contractors, invitees or licensees, Tenant shall, at Tenant's sole cost and expense, promptly undertake all remedial measures required to clean up and abate or Stherwise respond to the release, pollution or nuisance in accordance with all applicable Environmental Laws, Landlord and Landlord's representatives shall have the right, but not the obligation, to enter the Premises at any reasonable time for the purpose of inspecting the Premises in order to determine Landlord's compliance with the requirements of this Basic Lease Agreement and applicable Environmental Law. If Landlord gives written notice to Tenant that Tenant's use, storage or handling of any material on the Premises may not comply with this Lease or applicable Environmental Law, Tenant shall correct any such violation within five (5) days after Tenant's receipt of such notice from Landlord. Tenant shall indemnify and defend Landlord against and hold Landlord harmless from all claims, demands, actions, judgments, liabilities, costs, expenses, losses, damages, penalties, tines and Obligations of any nature (including reasonable attorneys’ fees and disbursements incurred in the investigation, defense or settlement of claims) that Landlord may incur as a result of, or in connection with, claims arising from the presence, use, storage,transportation, treatment, disposal, release or other handling, on or about or beneath the Premises, of any Hazardous Material introduced or permitted on or about or beneath the Premises by any act or omission of Tenant or its agents, officers, employees, contractors, invitees or licensees. The liability of Tenant under this Afticle 5.5 shall survive the termination of this Basic Lease Agreement with respect to acts or omissions that occur before such termination. ARTICLE 6. Condition of Premises; Repairs 6.1. Landlord shall, keep the foundation, (including treatment for any wood- infesting insects) roof, exterior walls, and building envelope of the Leased Premises building in good repair. Landlord shalll not be required to make any repairs, occasioned by the action or negligence of Tenant, its agents, employees, invitees, licensees and concessionaires. Any repairs, finish out or alterations performed by Tenant subsequent to lease commencement shall be completed in a good and workmanlike and timely manner. 6.2. If Landlord fails to make any necessary repair, Tenant shall notify Landlord of the need for such services, maintenance or repair by registered or certified mail. If, within fifteen (18) days after such notice has been received by Landlord, Landlord fails to take steps necessary to remedy the failure complained of (unless such repairs equire more than 15 days to complete, in which event Landlord shall have a reasonable time to complete the same), Tenant shall notify Landlord of such default and may thereafter remedy the same. Tenant will bill Landlord for the maintenance or repair expenses for reimbursement and for damages to Tenant's equipment that may be damaged as a result of the Landlord's failure to take steps necessary to remedy the failure complained of. 6.3. Landlord is not responsible for any service interruptions caused by repairs, renewal, improvements, changes of service, alterations, strikes, lockouts, labor controversies, accidents, or other causes beyond Landlord's control, No such interruption shall be deemed an eviction or disturbance of Tenant's use and possession, or a breach by Landlord of its obligations or render Landlord liable for damages, by ‘abatement of rent or otherwise, or relieve Tenant from any obligation under this Lease, provided that Landlord shall exercise due diligence to restore such interrupted service 6.4 Landlord shall furnish to Tenant, free of charge, three keys. 6.5 Tenant shall keep the Leased Premises in good repair and tenantable condition and shall promptly notify Landlord of any damage to the Leased Premises66 Landlord, its officers, agents and representatives, subject to any security regulations imposed by any governmental authority, shall have the right to enter the Leased premises at all reasonable hours to inspect, clean, make repairs, alterations and additions to the Leased Premises which Landlord may deem necessary or desirable, or to provide any service which Landlord is obligated to furnish to Tenant or for the purpose of preparation, installation, service, operation, adjustments or removal of any Security or energy maintenance equipment. Unless otherwise stipulated in this Lease, Landlord shall not be required to make any improvements or repairs of any kind or character on the Leased Premises except during normal business hours. If such work ‘occurs during other than normal business hours, Tenant will pay all overtime charges. ‘All work performed by Landlord shall be diligently performed and conducted so as to minimize any interference with Tenant's normal business operations. ARTICLE 7. Quiet Possession 7.1 Landlord and Tenant agree that on the date this Lease Agreement is ‘executed by both parties, Landlord shall deliver to Tenant, and Tenant shalll accept from Landlord, possession of the Premises in its current condition. Landlord acknowledges that Tenant has inspected the Premises, Tenant is familiar with the condition of the Premises, the Premises are suitable for Tenant purposes, and the Premises are acceptable to Tenant. Landlord shall have no obligation to construct or install any improvements in the Premises or to remodel, renovate, recondition, alter or improve the Premises in any manner, and Tenant accepts the Premises “AS IS, WHERE IS” and “WITH ALL FAULTS IN ITS EXISTING CONDITION AND STATE.” The LANDLORD SPECIFICALLY DISCLAIMS, ANY WARRANTIES, EXPRESSED OR IMPLIED CONCERNING THE CONDITION OF THE PREMISES, INCLUDING ITS FITNESS FOR USE FOR TENANTS PURPOSES. ARTICLE 8. Control of Common Areas and Parking Facilities 8.1 During the term of this Basic Lease Agreement and any extensions thereto, all parking areas, driveways, entrances and exits thereto, and other facilities associated with the Leased Premises, including, but not limited to all parking areas, truck ways, loading areas, pedestrian walkways and ramps, landscaped areas, and other areas and improvements (the “Common Areas") shall be at all times shared with the Austin Travis County Health Mental Health and Mental Retardation (ATCMHMR) and Tenant. One (1) parking space only within the compound will be designated for Tenant use, All other parking within the compound is designated for use by ATCMHMER. Tenant visitors may Becess the compound through the pedestrian gate located near the Northeast corner of the Leased Premises.ARTICLE 9. Tenant's Insurance Requirements 9.1 General Requirements: Tenant shall carry insurance in the types and amounts indicated below for the term of the Lease. Within five (5) days of the execution of this Lease, Tenant shall obtain the required insurance and provide the City a Certificate of Insurance as proof of coverage. If coverage period ends during the term of the Lease, Tenant must, prior to the end of the coverage period, forward a new Certificate of Insurance to City as verification of continuing coverage for the duration of this Lease. ‘Approval of insurance by the City and the required minimums does not relieve or decrease the liability or responsibility of the Tenant hereunder and will not be construed to be a limitation of liability on the part of the Tenant Insurance coverage must: (a) be written by companies licensed to do business in the State of Texas at the time the policy is issued, and (b) with an A.M. Best rating of B+VII or better. ‘All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall indicate: City of Austin - Office of Real Estate Services Attention: Property Management 505 Barton Springs Road. Suite 1350 Austin, Texas 78704 The "Other" insurance clause does not apply to the City where the City of Austin is an additional insured shown on any policy. It is intended that policies required in this Lease, covering both the City and Tenant, will be considered primary coverage as applicable. if insurance policies are not written for amounts specified below, Tenant shall cary Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it must follow the form of the primary coverage. City shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion br revision or modification of particular policy terms, conditions, limitations, or exclusions except were policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. City reserves the right to review the insurance requirements set forth during the effective period of this Lease and to make reasonable adjustments to insurancecoverage, limits, and exclusions when deemed necessary and prudent by City based upon changes in statutory law, court decision, the claims history of the history of the industry or financial condition of the insurance company as well as the Tenant. Lessee shall not cause or permit any insurance to lapse or to be canceled during the term of this Lease. Lessee shall be responsible for premiums, deductibles and self-insured retention's, if any, stated in policies. All deductibles or self-insured retention’s will be disclosed on the Certificate of insurance. 9.2 Specific Coverages: Commercial General Liability Insurance: The Policy must contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Lease and all contracts relative to this Lease b) Independent Contractors coverage ©) City listed as am additional insured, endorsement CG 2010 ) Thirty (80) Day Notice of Cancellation in favor of City, endorsement CG 0205 e) Waiver of Transfer of Recovery Against Others in favor of City, endorsement CG 2404 Provide coverage's A & B with minimum limits as follows: ‘A.combined bodily injury and property damage limit of $1,000,000 per occurrence. ARTICLE 10. Landlord's Commercial General Liability Insurance 40.1 Tenant understands that Landlord is a seff-insurer and does not maintain commercial general liability insurance coverage ARTICLE 11. Requirements for Contractors performing work on the Premises 44.4. General Requirements: Contractor's insurance coverage must be written by companies: (a) licensed to do business in the State of Texas at the time the policies are issued, and (b) with an A.M. Best rating of B+VII or better. ‘All endorsements such as additional insured, waivers, and notices of cancellation endorsements as well as the attached certificate shall indicate naming the City of Austin as follows: -10-City of Austin — Office of Real Estate Services Attention: Property Management 505 Barton Springs Road, Suite 1360 Austin, Texas 78704 ‘The "other" insurance clause does not apply to the City where the City of Austin is an additional insured shown on any policy. It is intended that policies required in the Contract, covering the City and the Contractor, will be considered primary coverage as applicable. If insurance policies are not written for amounts specified above, Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it must follow the form of the primary coverage. The City shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. The City reserves the right to review the insurance requirements set forth during the effective period of this Agreement and to make reasonable adjustments to insurance Coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry of financial condition of the insurance company as well as the Contractor. ‘The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. The Contractor shall be responsible for premiums, deductibles and self-insured retention’s, if any, stated in policies. All deductibles or self-insured retention’s will be disclosed on the certificate of insurance attached. ‘The Contractor shall provide the City thirty (30) days written notice of erosion of the aggregate limits below occurrence limits for all applicable coverages indicated within the Contract. If City owned property is being transported or stored off-site by the Contractor, then the appropriate property policy will be endorsed for transit and storage in an amount sufficient to protect the City's property. The insurance coverages required under this contract are required minimums and are not intended to limit the responsibility or liability of the Contractor.11.2 Specific Coverages: Insurance Requirements for any agreements containing provisions for contractors cleaning, maintaining, repairing or working on Premises: Contractor shall carry insurance in the types and amounts indicated below for the duration of the Contract, which includes items owned by the City in the care, custody and control of the Contractor prior to and during the period during which services are provided, (1) Workers’ Compensation and Employers’ Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Section 401) and minimum policy limits for employers liability of $100,000 bodily injury each accident, $500,000 bodily injury by disease policy limit and $100,000 bodily injury by disease each'employee. The City will accept workers' compensation coverage written by the Texas Workers Compensation Insurance Fund. The Contractor's policy must apply to the State of Texas and include these ‘endorsements in favor of the City of Austin: (a) Waiver of Subrogation, form WC 420304 (b) 30 day Notice of Cancellation, form WC 420601 (2) Commercial General Liability Insurance with a minimum bodily injury and property damage per occurrence limit of $500,000 for coverages A & B. The policy must contain the following provisions: (@) Blanket contractual liability coverage for liability assumed under this contract and all contracts relative to this Lease. (b) Completed Operations/Products Liability for the duration of the Warranty period. ()__ Explosion, Collapse, and Underground (X, C, & U) coverage.(d) _ Independent Contractors coverage.(e) City of Austin shown as an additional insured, endorsement CG 2010. (f) 30 day notice of cancellation in favor of the City of Austin; endorsement CG 0205. (0) Waiver of Transfer Right of Recovery Against Others in favor of the City of Austin, endorsement CG 2404. (3) Business Automobile Liability Insurance for all owned, non-owned and hired Vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternate acceptable limits are $250,000 bodily injury perperson, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of the City of Austin: (a) Waiver of Subrogation endorsement CA 0444 (b) 30 day Notice of Cancellation endorsement CA 0244 (c) Additional Insured endorsement CA 2048 ARTICLE 12. Waiver of Subrogation Rights 42.1 Notwithstanding anything in this Lease to the contrary, Landlord and ‘Tenant each hereby waives any and all rights of recovery, claim, action or cause of action, against the other, its agents, officers or employees, for any loss or damage that may occur to the Leased Premises, or any improvements thereto, or any personal property of such party in the Leased Premises, by reason of fire, the elements, or any other cause which is insured against under the terms of the insurance policies referred to in Article 9, regardless of cause or origin, including negligence of the other party hereto, its agents, officers or employees, and covenants that no insurer shall hold any fight of subrogation against such other party. Such waiver shall be effective only to the extent that insurance proceeds received pursuant to any such policy fully cover any damage incurred by the injured party. ARTICLE 13. Damage by Fire or Other Casualty 43.1 Ifthe Leased Premises should be totally destroyed by fire or other casualty, or if the Leased Premises should be so badly damaged by such fire or other casualty as to make the Leased Premises untenantable, then, in any such event, Landlord shall have the option to (a) terminate this Lease as of the date of the occurrence by written notice delivered to Tenant within thirty (30) days following the event of such damage or destruction, in which event neither party hereto shall thereafter have any further or future obligations hereunder, or (b) continue this Lease in force and effect, in which event Landlord shall promptly and diligently repair and restore the damaged or destroyed improvements to substantially the same condition existing prior to such damage or destruction. If the damage cannot be repaired within one-hundred-eighty (180) days from the date of occurrence, this Lease may be terminated by either Landlord or Tenant. For the period beginning on the date that the Leased Premises were rendered untenantable to the date of restoration of the Leased Premises to ‘substantially the same condition existing prior to such damage or destruction, the rental aLpayable hereunder shall be proportionately abated. For purposes of this Article 13.1, “untenantable" shall mean that the Leased Premises have been made totally inaccessible or unfit, for use for the purposes set forth in this Article 13.1 as a result of fire or other casualty, and Tenant does not occupy the Leased Premises during normal business hours following such casualty. 13.2 Ifthe Leased Premises should be damaged by fire or other casualty but the Leased Premises are not made untenantable, this Lease shall continue in full force and effect, and Landlord shall promptly and diligently repair and restore the damaged improvements to substantially the same condition existing prior to such damage; and for the period during which Tenant is deprived of any part of the Leased Premises by reason of such damage and the repair or restoration of the Leased Premises, the rental payable hereunder shall be proportionately abated 43.3. In the event this Lease is so terminated as provided for in Article 13.1, the rentals payable hereunder shall be adjusted as of the date of such termination, and any rental paid for any period beyond the date of such termination shall be promptly refunded to Tenant. 13.4 In the event 50% or more of the Floor Area of the Leased Premises, ‘excluding any mall open area (if any), has been damaged or destroyed and Landlord elects not to rebuild or repair such improvements, Landlord may, by notifying Tenant within 30 days thereafter, terminate this Lease. 43.5 If the casualty or reconstruction necessitated thereby shall render the Leased Premises untenantable in whole or in part, and if the damage to the Leased Premises is not caused by the negligence or willful misconduct of Tenant, (i) the Gross Rent shall be paid pro rata for the part of the lease year in which the Leased Premises are tenantable, (ji) during the part of the lease year the Leased Premises are untenantable, the Gross Rent shall be abated. ARTICLE 14. Indemnification 44.1 Tenant shall indemnify and hold harmless Landlord and its officers, employees, agents, successors and assigns from and against all injury, loss, claims and damage, including attomey's fees and disbursements to any person or property arising from, related to, or in connection with, Tenant's use, occupancy, construction or repair of the Leased Premises or the Common Areas, except by injury, loss, claims or damage caused primarily by the gross negligence or willful misconduct of Landlord. All property of Tenant and Tenant's permittees in the Leased Premises shall be kept and stored at Tenant's sole risk and Tenant shall hold Landlord harmless from any claims arising out of damage to such property. -14-ARTICLE 15. Title to Leased Premises/Non-disturbance 45.1. Landlord warrants that it has good and marketable title to the Leased Premises, parking facilities, and Land. Landlord will warrant and defend unto Tenant against the claims of all persons to the leasehold interests of Tenant. 45.2 Landlord shall furnish to Tenant a certificate of non-disturbance executed by any person, company or banking institution holding a lien or deed of trust on the property, indicating that, in the event of a foreclosure or deed in lieu thereof, and so long as Tenant is not in default under the Lease, the lender and its successors will recognize this Lease and shall not disturb Tenant's occupancy of the Leased Premises. ARTICLE 16. Eminent Domain 46.1 If there shall be taken by exercise of the power of eminent domain during the term of the Lease any part of the Leased Premises such that the taking would prevent or materially interfere with Tenant's use of the premises, Tenant may elect either to terminate this Lease and all future obligations of the parties hereunder, or to continue this Lease in effect. If Tenant elects to continue the Lease, the rental shall be reduced in proportion to the area of the Leased Premises so taken and to the extent of the condemnation proceeds awarded to Landlord. Landlord shall repair any damage to the Leased Premises resulting from such taking. In such event, Landlord shall be ‘entitled to recover from the condemning authority the full amount of Landlord's interest in the property which is taken in condemnation; Tenant shall be entitled to recover the Value of Tenant's remaining leasehold interest and the value of Tenant's improvements, if any, taken in condemnation. ARTICLE 17. Assignment or Sublease 47.1 Inthe event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such intent, including the name and address of the proposed sublease or assignee and all information concerning the proposed sublease or assignment including without limitation the proposed effective date, whether an assignment or lease, copies of proposed assignment or sublease, current financial status of the proposed assignee or subtenant, at least sixty (60) calendar days in advance of the date on which Tenant desires to make such sublease or assignment. Landlord shall then have a period of thirty (30) calendar days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (a) to terminate this Lease as to the space so affected as of oisthe date so specified by Tenant in which event Tenant will be relieved of all further obligation hereunder as to such space, or (b) to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or subtenant by Landlord, which approval shall not be unreasonably withheld. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this Article 17.1 shall be void. ARTICLE 18. Assignment by Landlord 18.1. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and property referred to in this Lease, and in such event and upon its transferee’s assuming Landlord's obligations hereunder, no further liability or obligation shall thereafter accrue against Landlord under this Lease. 48.2 Landlord shall provide written notice to Tenant of any such transfer or assignment within ten (10) days following the effective date of such transfer or assignment. ARTICLE 19. Rules and Regulations 19.1. Tenant agrees to comply with all reasonable rules and regulations that Landlord may adopt from time to time for operation and protection and welfare of the Leased Premises, its parking areas, drives and tenants, visitors and occupants, provided that copies thereof are furnished to Tenant, and that the rules and regulations are not inconsistent with the provisions of this Lease. ARTICLE 20 Governmental Regulations 20.1 Landlord warrants that the Leased Premises complies with all current building fire codes as stipulated by county, municipal, state, federal and other applicable governmental authorities. 20.2 At the time of its construction, Landlord warrants that handicapped accessibilty into the Leased Premises complied with accessibility requirements as identified by the Americans with Disabilities Act of 1990, and as amended, and the Texas Accessibility Standards (TAS), and as amended. 20.3 Tenant shall faithfully observe in the use of the Leased Premises all 216municipal and county ordinances and state and federal statutes now in force or which may hereafter be in force. 20.4 Landlord agrees to maintain and operate the Leased Premises in conformance with all applicable laws, rules and regulations. ARTICLE 21. Solicitation of Business 21.4. Tenant and Tenant's employees, officers, agents, licensees and invitees shall not solicit business on or in the Leased Premises, nor shall Tenant distribute any handbills or other advertising matter on automobiles parked in the parking facilities. ARTICLE 22, RESERVED ARTICLE 23. Discharge of All Liens 23.1. Tenant shall pay promptly all contractors and materialmen, so as to eliminate the possibility of a lien attaching to the Leased Premises. Should any such lien notice be made or filed, Tenant shall bond against or discharge the same within thirty (30) days after written request by Landlord, In the event of Tenant's failure to do 30, Landlord may pay the amount thereof and add the cost, including reasonable attomey's fees, to the next month's rental due hereunder. ARTICLE 24. Tenant's Covenants 24.1 Tenant hereby covenants and agrees as follows: (a) To pay all rent or other monies as such become due and payable to Landlord under this Lease, at all times and in the manner specified. (b) Allother installations or improvements, including all utility facilities, paneling, decorating, partitions (other than modular partitions), railings, mezzanine floors and galleries made by either party shall become, upon installation, the property of the Landlord and shall be surrendered with the Leased Premises at the expiration or termination unless Landlord notifies Tenant to the contrary, in which event Tenant shall remove such property at its expense. -7-Whether or not Tenant is then in default, Tenant shall remove at its expense any of Tenant's property specified to be removed in a notice by Landlord to Tenant. Any property not promptly removed by Tenant under the provisions of this subparagraph may, at Landlord's option, be deemed to have been abandoned by Tenant and may be retained by Landlord without any claim by Tenant. Tenant shall in any event repair any damage to the Leased Premises caused by Tenant's removal of Tenant's property. (©) To observe and perform each and all of the terms, provisions and agreements of this Lease to be observed and performed by Tenant. ARTICLE 25. Default by Tenant; Landlord's Remedies 25.1. Each of the following acts or omissions of Tenant or occurrences shall constitute an event of default (hereinafter called an "Event of Default’): (a) Failure or refusal by Tenant to comply with Article 4 in accordance with the Lease Agreement. (b) Failure by Tenant to exercise due diligence in an effort to perform or comply with any of the agreements, terms, covenants or conditions provided in this Lease Agreement. 25.2 This Lease is subject to the limitation that if and whenever any Event of Default shall occur, Landlord may, at its option and in addition to all other rights and remedies given hereunder or by law or equity, and following thirty (30) days prior written notice to Tenant, continue this Lease in full force and affect, terminate this Lease, in Which event Tenant shall immediately surrender possession of the Leased Premises to Landlord or elect not to terminate this Lease and relet or attempt to relet the Leased Premises for the account of Tenant. 25.3 Exercise by Landlord of any of the remedies granted hereunder shall not be deemed to be an acceptance or 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. 25.4 In the event of default by Tenant whereupon Landlord elects to terminate the Lease by reason of an Event of Default, then notwithstanding such termination, in addition to such other amounts as Tenant may be liable by law or equity, Tenant shall be liable for and shall pay to Landlord, at Landlord's address as shown in Item 2 of the basic Lease Provision, the sum of all rent and other indebtedness acorued to the date of such termination, and all expenses incurred by Landlord as provided in Article 25.5. In no event shall Tenant be entitled to any excess of the rent obtained by reletting over: oIR-and above the rent herein reserved. 25.5 If an Event of Default occurs, Tenant shall, in addition to all amounts due under Article 25.4, be liable for and shall pay to Landlord (to the extent that any such amount is not deducted under Article 25.4) at Landlord's address as shown in Item 2 of the Basic Lease Provision, the cost of removing and storing Tenant's property and all reasonable expenses incurred by Landlord in enforcing Landlord's remedies, including, but not limited to, reasonable attorney's fees. 25.6 In the event of termination or repossession of the Leased Premises for an Event of Default, Landlord shalll use its reasonable efforts to relet or attempt to relet the Leased Premises. 25,7 If Tenant should fail to make any payment or cure any default under this Lease within the time period (if any) provided for in Article 25.1, above, Landlord, without being under any obligation to do so and without thereby waiving such default, may make such payment and/or remedy such other default for the account of Tenant {and enter the Leased Premises for such purpose), and thereupon Tenant shall be Obligated to, and thereby agrees to pay Landlord, upon demand, all costs, expenses, disbursements, repossession costs, expenses of preparing Leased Premises for reletting (including, but not limited to, reasonable attorney's fees) incurred by Landlord in taking such remedial action ARTICLE 26. Default by Landlord; Tenant's Remedies 26.1 In the event of any default by Landlord, Tenant may file an action for damages and/or termination of this Lease, but prior to any such action Tenant shall give Landlord written notice specifying the default with particularity, and Landlord shall thereupon have thirty (30) days (plus such additional reasonable period as may be required in the exercise by Landlord of due diligence) in which to cure any such default. 26.2 If the Building and/or the Leased Premises are at any time subject to a mortgage and/or mortgage and deed of trust, then in any instance in which Tenant gives notice to Landlord alleging default by Landlord hereunder, Tenant shall also simultaneously give a copy of such notice to each Landlord's mortgagee (provided that Such mortgagee shall have furnished written notice to Tenant of such mortgagee’s address), and each Landlord's mortgagee shall have the right (but not the obligation) to ‘cure or remedy such default during the period that it is permitted to Landlord hereunder, plus an additional period of thirty (30) days, and Tenant shall accept such curative or Temedial action (if any) taken by Landlord's mortgagee, with the same effect as if such action had been taken by Landlord,ARTICLE 27. Relinquishment of ien for Rent 27.1 Landlord hereby relinquishes any and all rights it may have to fix a lien on and/or perfect a security interest in any property of Tenant now or hereafter placed in or upon the Leased Premises, including, but not limited to, all fixtures, machinery, equipment, furnishings and other articles or personal property, and title to all such property shall be and remain in the Tenant. ARTICLE 28. Law Governing 28.1 This Lease shall be subject to, governed by and construed in accordance with all applicable federal, state and municipal laws including the provisions of the Texas Constitution Article XI, Section 5. ARTICLE 29. Prior Occupancy 29.1 If Tenant with Landlord's prior written consent shall occupy the Leased Premises prior to the beginning of the Lease term, all provisions of this Lease shall b full force and effect commencing upon such occupancy. ARTICLE 30. Estoppel Certificate 30.1. Tenant agrees that at any time and from time to time upon not less than fifteen (15) days prior request by Landlord, upon receipt by Tenant at the mailing address in Item 2, Tenant shall prepare, execute and deliver to Landlord a statement in writing certifying, if applicable, (a) the date upon which the term of this Lease ‘commences and terminates; (b) the date to which Gross Rental and any Additional Monthly Rent has been paid; (c) the amount of any Security Deposit; (4) that Tenant has accepted and is ocoupying the Leased Premises; (e) that the Lease is in full force and effect and has not been modified or amended; (f) that all improvements to the Leased Premises have been satisfactorily completed; (g) that there are no defaults of Landlord under the Lease nor any existing condition upon which the giving of notice or lapse of time would constitute a default; (h) that Tenant has not received any concession; (|) that Tenant has received no notice from any insurance company of any defects or inadequacies of the Leased Premises; ()) that Tenant has no options or rights other than as set forth in the Lease; and (k) such other matters which Landlord may reasonably request. If such statement is to be delivered to a purchaser of the Leased -20-Premises, it shall further include the agreement of Tenant to recognize such purchaser as Landlord under the Lease and to thereafter pay rent to such purchaser or its designee in accordance with the terms of this Lease, and Tenant acknowledges that any such purchaser will rely on such statement. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant that this Lease is in full force and effect without any notification and that there are no defaults. ARTICLE 31. Memorandum of Lease 31.1. Tenant agrees, if so requested by Landlord, at any time to execute a Memorandum of Lease in recordable form setting forth the names of the parties, the term of the Lease (stating declaration of commencement of the Lease term provided for in Article 2.1), and the description of the Leased Premises, which Landlord may record in order to give record notice to third parties of this Lease. ARTICLE 32. Tender and Delivery of Lease Instrument 32.1 Submission of this instrument for examination does not constitute an offer, reservation of or option for the Leased Premises. This instrument becomes effective as a lease only upon execution and delivery by both Landlord and Tenant. ARTICLE 33. Time is of the Essence 33.1. In all instances where Landlord or Tenant are required under the terms of this Lease to pay any sum or do any act at a particular indicated time or within an indicated period, it is understood that time is of the essence. ARTICLE 34. Notice 34.1 Any notice which may or shall be given under the terms of this Lease shall be in writing and shall be either delivered by hand or sent by United States Registered or Certified Mail, postage prepaid, retum receipt requested, for Landlord and Tenant, to the address for notices set forth in Item 2 of the Basic Lease Provisions. Such addresses may be changed from time to time by either party by giving notice as provided above in this Article 34.1 21ARTICLE 35. Entire Agreement and Binding Effect 35.1. This Lease and any addenda or exhibits signed or initialed by the parties constitute the entire agreement between Landlord and Tenant and no prior written or prior or contemporaneous oral promises or representation shall be binding. All exhibits, ‘amendments and addenda attached hereto are hereby incorporated herein and made a part hereof. 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 inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties. ARTICLE 36 Authority 36.1 The parties to this Lease warrant and represent to one another that each has the power and authority to enter into this Lease in the name, tile and capacity herein stated and on behalf of any entity, person, or firm represented or purported to be represented by any state and/or federal law in order for each to enter into this Lease have been fully complied with. If Landlord is a corporation, Landlord shall be required to deliver to Tenant contemporaneous with the execution of this Lease a certified Board of Directors’ resolution evidencing the authority of Landlord and the individual executing this Lease on behalf of Landlord enter into this Lease and perform Landlord's obligations hereunder. ARTICLE 37. Venue 37.1. This Basic Lease Agreement is to be performed in Travis County, Texas, ‘and venue and jurisdiction of any suit, right or cause of action arising under or in Connection with this Basic Lease Agreement shall be exclusively in Travis County, Texas. ARTICLE 38. Terminology 38.1. Whenever required by the context, as used in this Basic Lease Agreement, the singular number shall include the plural, and the masculine gender shall include the feminine and the neuter. Titles of Articles are for convenience only, and shall neither limit nor amplify the provisions of this Basic Lease Agreement. Any reference to an "Article" in this base shall be to provisions of this Basic Lease Agreement, unless -2-expressly provided to the contrary. ARTICLE 39. Advertising 39.1 Landlord shall not use or permit the use of the tenancy of Tenant for advertising purposes. ARTICLE 40. Holding Over 40.1. If Tenant should remain in possession of the Leased Premises after the expiration or termination of this Lease, without the execution by Landlord and Tenant of a new lease, then the Lease shall be deemed to be extended for the period of possession, with Tenant as a tenant-at-sufferance subject to all the covenants and obligations of this Lease. Daily rent during such hold-over period shall equal 110% of the effective daily rent on the termination of this Lease. In the event Tenant executes a new lease agreement with Landlord subsequent to the expiration of this Lease, the new rental rates shall be applied retroactively throughout the hold-over period, with Tenant receiving credit for the 10% holdover premium. ARTICLE 41. Non-Waiver 41.4 The failure of Landlord or Tenant to complain of any action, non-acti default, whether singular or repetitive, shall not constitute a waiver of any of Landlord's ‘or Tenant's rights hereunder. The failure of Landlord or Tenant to insist on a strict performance of any of the covenants of this Lease shall not constitute a waiver or relinquishment for the future or any right for either a subsequent default of the same obligation or any other default. ARTICLE 42, Severability 42.1 This Lease is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the State of Texas. If any provision of the Lease, or the application thereto to any person or circumstance, shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Lease and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law. <2.ARTICLE 43. Interpretation 43.1 Should a dispute arise under this Agreement, any interpretation of the Agreement shall not favor either party. The undersigned have the authority to enter into this Lease without the joinder of any other party, and that any and all requisite consents have been obtained prior to its execution. EXECUTED in multiple counterparts, each of which shall have the force and effect of an original, on the date and year first set forth above. Facsimile signatures, E-signatures, and scanned signatures will have the same force and effect as original signatures. -24-LANDLORD: TENANT: City of Austin, Texas Minorities for Equality in Education, Employment. Liberty and Justice Inc. By: By: Printed Name: Lauraine Rizer Printed Name: Title: Officer of, Real Estate Services Title; = Date: Date: ‘Assistant City Attorney APPROVED AS TO CONTENT: Carlos Rivera Director Health and Human Services Department 225+LANDLORD: TENANT: City of Austin, Texas Minorities for Equality in Edu Employment., Liberty and Justice Inc. a Printed Name: Lauraine Rizer_ Title: Officer of Office of Real Estate Services Title: £ Date Date: APPROVED AS TO FORM: James M. Williams, Sr. Assistant City Attorney Director Health and Human Services Department 2256LANDLORD: TENANT: City of Austin, Texas Minorities for Equality in Education, Employment., Liberty and Justice Ine. By. rl ( Loh, Printed Name: Lauraine Rizer ited Name! a at pe Title: Officer of Office of Real Estate Services Title: Be Date: Date: <4. APPROVED AS TO FORM: James M. Williams, Sr. Assistant City Attorney APPROVED AS TO CONTENT: Carlos Rivera Director Health and Human Services Department 225+