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R2006-095 06-12-06
RESOLUTION NO. R2006-95 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO A COMMERCIAL LEASE ASSIGNMENT AGREEMENT TO MEET ADDITIONAL SPACE NEEDS FOR THE PARKS AND RECREATION DEPARTMENT. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City Council hereby authorizes the City Manager or his designee to enter into a Commercial Lease Assignment Agreement, attached hereto Exhibit "A," to meet additional space needs for the Parks and Recreation Department. PASSED, APPROVED, AND ADOPTED this 12th day of June, A.D., 2006. c==_72.50;4) c/C---241 TOM REID MAYOR . _ATTEST: /// IUNL �%.r G, , .Mt YS-i' 'ETAR APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY May 24 2006 5: 04PM Flttorney at Law 8322005849 EXHIBIT a Lease Assignment DATE: ASSIGNOR: J. B. LEACH&ASSOCIATES,PLLC ASSIGNEE: CITY OF PEARLAND LEASE (E"4^:b: DATE: August 13,2004 LANDLORD: 2947 BROADWAY INVESTMENTS,INC. TENANT: JEANNE BUNNELL LEACH,P.C. ASSIGNEE TENANT: J. B. LEACH&ASSOCIATES,PLLC PREMISES: approximately 1,907 square feet of floor area in the Sharp Real Estate Building,located at 2947 E.Broadway,Pearland, Texas 77581 Assignor assigns to Assignee Tenant's interest in the Lease effective October 1,2006 and through the lease term.of August 31, 2007. Assignee acknowledges that the rent for the lease term will be$3,193.92 per month,plus the pro rata share (17.82%) of increases in operating expenses,taxes, insurance, CAM and roof/structure expenses charged by Landlord. Assignee agrees to assume all of Tenant's obligations under the Lease and to accept the premises in their present"AS IS" condition. Assignee agrees to furnish insurance certificates as required under the lease terms showing Assignee as insured with Assignor and Landlord as additional insureds. Assignor agrees to transfer the Security Deposit in the amount of$ -0-to Assignee, and Landlord acknowledges such transfer. Landlord consents to this assignment. (signatures on following page) May 24 2006 5: 04PM Attorney at Law 8322005849 p, 3 J. B.LEACH&ASSOCIATES,PLLC CITY OF PEARLAND BY: BY: JEANNE BUNNELL LEACH, NAME: Sole Member TITLE: Assignor Assignee 2947 BROADWAY INVESTMENTS,INC. BY: NAME: TITLE: Landlord From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11: EXHIBIT Commercial Lease Amendment AMENDMENT TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE LEASED PREMISES AT 2947 E. BROADWAY, SUITE 200, PEARLAND, TEXAS 77581. Effective on September 15, 2004,-Landlord and Tenant amend the above • - referenced Lease as follows, with acknowledgement from Guarantor and Assignee Tenant. The Lease is hereby assigned in full from Jeanne Bunnell Leach, P.C. ("Tenant") to J. B. Leach & Associates, PLLC ("Assignee Tenant"). The Tenant named in Paragraph 1 is hereby changed from Jeanne Bunnell Leach, P.C. to J. B. Leach &Associates, PLLC. The original Tenant is not released from its liability under the Lease and the Assignee Tenant hereby assumes full responsibility for all terms and conditions of Assignor Tenant under the Lease. The Guarantor, Jeanne Bunnell Leach, has requested this assignment and acknowledges her continued guaranty of the Lease provisions. Tenant: Jeanne Bunnell Leach, P.C. By: to -6-CV Sigmature Date Printed Name: -3 &.vti€ .a.r leta (- 4- Title: VVe6t devt+ Assignee Tenant: J. B. Leach & Associates, PLLC By: "L� . l o —6V^ e Date Printed Name: " KC, at IA px6.1 I L-- Title: �;�h-a_ Mevw6 V Guarantor: Jeanne Bunnell Leach By: C:73P-P%jj—igna Date Landlord: 2947 Broadway Investments, Inc. By: Ce+ /OM Signature Date Printed Name: Title: Pre S at e w"-1— From:FIRST AMER I CAN TITLE 832 200 5668 06/07/2006 11:17 4032 P.003/027- • • gio. Sharp Real .Estate s�f 4br TEXAS ASSOCIATION OF REALTORS° COMMERCIAL LEASE USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2002 Table of Contents No. Paragraph Description No. Paragraph Description po 1. Parties 2 22. Holdover 11 2. Leased Premises 2 23. Landlord's Lien & Security Interest 11 3. Term 2 24. Assignment and Subletting 11 A Term 25. Relocation 11 B. Delay of Occupancy 26. Subordination 11 27• Estoppel Certificates 4. Rent and Expenses 3 12 - A. Base Monthly Rent 28• Casualty Loss 12 29. Condemnation 12 B. First Full Month's Rent C. Prorated Rent 30. Attorneys Fees 12 31. Representations 13 D. Additional Rent 32. Brokers 13 E. Place of Payment 33. Addenda 13 F. Method of Payment 34. Notices 14 - G. Late Charges 35. Special Provisions 14 H. Returned Checks 36. Agreement of the Parties 14 5. Security Deposit 4 6. Taxes 4 7. Utilities 4 ADDENDA& EXHIBITS (check all that apply) 8. Insurance 5 9. Use and Hours 6 0 Exhibit A-Property Legal Description 10. Legal Compliance 6 El Exhibit B-Special Provisions Addendum 11. Signs 7 ❑ Commercial Lease Addendum for Broker's Fee 12. Access By Landlord 7 gil Commercial Lease Expense Reimbursement 13. Move-In Condition 7 Addendum 14. Move-Out Condition 7 El Commercial Lease Addendum for Extension 15. Maintenance and Repairs 8 Option - -A. Cleaning 0 Commercial Lease Addendum for Percentage B. Conditions Caused by a Party Rent C. Repair& Maintenance Responsibility ❑ Commercial Lease Parking Addendum D. Repair Persons II Commercial Landlord's Rules and Regulations E. HVAC Service Contract El Commercial Lease Guaranty F. Common Areas ❑ Commercial Lease Right of First Refusal G. Notice of Repairs Addendum H. Failure to Repair ❑ Commercial Lease Addendum for Optional 16. Alterations 9 Space 17. Liens 9 ❑ Commercial Leasehold Construction Addendum 18. Liability 10 0 19. Indemnity 10 ❑ 20. Default 10 21. Abandonment, Interruption of Utilities, Removal of Property&Lockout 10 (TAR-2101)6-7-02 Initialed for Identification by Tenants: ,and Landlord:, Page 1 of 15 Produced by Realty One Software,P.O.Box 2489,Amarftlo;TX 79105,(806)342-0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:17 4032 P.004/027 TEXAS ASSOCIATION OF REALTORS® COMMERCIAL LEASE USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ©Texas Assoelotlon of REALTORS®,Inc.2002 1. PARTIES: The parties to this lease are: Tenant: Jeanne Bunnell Leach,P.C. • ; and Landlord: 2947 Broadway Investments,Inc. ; and 2. LEASED PREMISES: A. Landlord leases to Tenant the following described real property, known as the "leased premises," along with all its improvements (Check only one box): I (1) Multiple-Tenant Property: Suite or Unit Number 200 containing approximately 1,907 square feet of rentable area in The Sharp Real Estate Building (building name) at 2947 E.Broadway (address) in Pearland (city), Brazoria (county), _ Texas,which is legally described on attached Exhibit A or as follows: 0 (2) Single-Tenant Property: The real property at: • (address) in (city), (county), Texas, which is legally described on attached Exhibit or as follows: • B. If Paragraph 2A(1) applies: (1) "Property" means the building or complex in which the leased premises are located, inclusive of any common areas, drives, parking areas, and walks;and (2) the parties agree that the rentable area of the leased premises May not equal the actual or useable area within the leased premises and may include an allocation of common areas in the Property. 3. TERM: A. Term: The term of this lease is 37 months and 0 days, commencing on: August 1,2004 (Commencement Date) and ending on August 31,2007 ' (Expiration Date). (TAR-2101)6-7-02 Initialed for Identification by Tenant ci'I , ,and Landlord: )(I._ Page 2 of 15 Produced by Realty One Solhvare,P.O.Box 2489,AmarIlfo,ITX 79105,(800 342-0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:17 #032 P.005/027- • Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 B. Delay of Occupancy: If Tenant is unable to occupy the leased premises on the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant's holding over of the leased premises, Landlord will not be liable to Tenant for such delay and this lease will remain enforceable. In the event of such a delay, the Commencement Date will automatically be extended to the date Tenant is able to occupy the Property and the Expiration Date will also be extended by a like number of days, so that the length of this lease remains unchanged. If Tenant is unable to occupy the leased premises after the 90th day after the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant's holding over of the leased premises, Tenant may • terminate this lease by giving written notice to Landlord before the leased premises become available to be occupied by Tenant and Landlord will refund to Tenant any amounts paid to Landlord by Tenant. This Paragraph 3B does not apply to any delay in occupancy caused by cleaning or repairs. C. Unless the parties agree otherwise, Tenant is responsible for obtaining a certificate of occupancy for the leased premises if required by a governmental body. 4. RENT AND EXPENSES: A Base Monthly Rent: On or before the first day of each month during this lease, Tenant will pay Landlord base monthly rent as described on attached Exhibit or•as follows: from August 1,2004 to July 31,2005 : $2,960.50 ; from August 1,2005 to July 31,2006 $3,074.92 i - from August 1,2006 to August 31,2007 $3,193.92 ; {r from n/a to : from n/a to : $ B. First Full Month's Rent: The first full base monthly rent is due on or before Lease Execution C. Prorated Rent: If the Commencement Date is on a day other than the first day of a month, Tenant will pay Landlord as prorated rent, an amount equal to the base monthly rent multiplied by the following fraction: the number of days from the Commencement Date to the first day of the following month divided by the number of days in the month in which this lease commences. The prorated rent is due on or before the Commencement Date. D. Additional Rent: In addition to the base monthly rent and prorated rent, Tenant will pay Landlord all other amounts, as provided by the attached (Check all that apply.): El (1) Commercial Expense Reimbursement Addendum ❑ (2) Commercial Percentage Rent Addendum ❑ (3) Commercial Parking Addendum ❑ (4) All amounts payable under the applicable addenda are deemed to be "rent" for the purposes of this lease. E. Place of Payment: Tenant will remit all amounts due Landlord under this lease to the following person at the place stated or to such other person or place as Landlord may later designate in writing: Name: 2947 Broadway Investments,Inc. Address:2947 E.Broadway,Suite 100 Pearland,Texas 77581 • (TAR-2101)6-7-02 Initialed for Identification by Tenan , ,and Landlord:1;;), Page 3 of 15 Produced by Realty One Software,P.O.Box 2489,Amarillo;TX 79105,(806)342-0217 .v Ptovided,by:Sham Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:17 #032 P.006/027 Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 F. Method of Payment: Tenant must pay all rent timely without demand, deduction, or offset, except as permitted by law or this lease. If Tenant fails to timely pay any amounts due under this lease or if any . check of Tenant is returned to Landlord by the institution on which it was drawn, Landlord after providing written notice to Tenant may require Tenant to pay subsequent amounts that become due under this lease in certified funds. This paragraph does not limit Landlord from seeking other remedies under this Lease for Tenant's failure to make timely payments with good funds. G. Late Charges: If Landlord does not actually receive a rent payment at the designated place of payment within 5 days after the date it is due, Tenant will pay Landlord a late charge equal to 5% of the amount due. In this paragraph, the mailbox is not the agent for receipt for Landlord. The late charge is a cost associated with the collection of rent and Landlord's acceptance of a late charge does not waive Landlord's right to exercise remedies under Paragraph 20, H. Returned Checks: Tenant will pay$25.00 (not to exceed $25) for each check Tenant tenders to Landlord which is returned by the institution on which it is drawn for any reason, plus any late charges until Landlord receives payment. 5. SECURITY DEPOSIT: A. Upon execution of this lease, Tenant will pay$0.00 to Landlord as a security deposit. B. Landlord may apply the security deposit to any amounts owed by Tenant under this lease. If Landlord applies any part of the security deposit during any time this lease is in effect to amounts owed by Tenant, Tenant must, within 10 days after receipt of notice from Landlord, restore the security deposit to the amount stated. C. After Tenant surrenders the leased premises to Landlord and provides Landlord written notice of Tenant's forwarding address, Landlord will, not later than the time required by §93.005, Texas Property Code, refund the security deposit less any amounts applied toward amounts owed by Tenant or other charges authorized by this lease. The parties agree that Landlord acts in good faith if Landlord accounts for the security deposit within the time stated. 6. TAXES: Unless otherwise agreed by the parties, Landlord will pay all reel property ad valorem taxes assessed against the leased premises. 7. UTILITIES: • A. The party designated below will pay for the following utility charges to the leased premises and any connection charges for the utilities. (Check all that apply.) N/A Landlord Tenant (1) Water ❑ I ❑ (2) Sewer ❑ i ❑ (3) Electric ❑ =+ ❑ (4) Gas ❑ I ❑ (5) Telephone ❑ ❑ (6) Trash ❑ ® ❑ (7) Cable ❑ ❑ (8) Internet Service ❑ ❑ (9) All other utilities ❑ ❑ (TAR-2101)6-7-02 Initialed for Identification by Tenants!44 , ,and Landlorl Page 4 of 15 Produced by Realty One Sobrare,P.O.Box 2489,Amarillo;TX 79105,(806)342.0217 1110 Provided by:Sharp Real Estate 08/062004 ID:2947-Leach From:FIRST AMER I CAN TITLE 832 200 5668 06/07/2006 11:18 #032 P.007/027 J Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 B. The party responsible for the charges under Paragraph 7A will pay the charges directly to the utility service provider. The responsible party may select the utility service provider except that if Tenant selects the provider any access or alterations to the Property or leased premises necessary for the utilities may be made only with Landlord's prior consent, which Landlord will not unreasonably withhold. If Landlord incurs any liability for utility or connection charges for which Tenant is responsible to pay and Landlord pays such amount, Tenant will immediately upon written notice from Landlord reimburse Landlord such amount. C. Notice: Tenant should determine if all necessary utilities are available to the leased premises and are adequate for Tenant's intended use. D. After-Hours HVAC Charges: "HVAC services means the utility expenses to heat and cool the leased premises. (Check one box only.) ❑ (1) Landlord is obligated to provide the HVAC services to the leased premises only during the Property's operating hours specified under Paragraph 9C. IxI (2) Landlord will provide the HVAC services to the leased premises during the operating hours specified under Paragraph 9C for no additional charge and will, at Tenant's request, provide HVAC services to the leased premises during other hours for an additional charge of$25.00 per hour. Tenant will pay Landlord the charges under this paragraph immediately upon receipt of • Landlord's invoice. Hourly charges are charged on a half-hour basis. Any partial hour will be rounded up to the next half hour. Tenant will comply with Landlord's procedures to make a request to provide the additional HVAC services under this paragraph. 0 (3) Tenant will pay for the HVAC services under this lease. 8. INSURANCE: • A During all times this lease is in effect, Tenant must, at Tenant's expense, maintain in full force and effect from an insurer authorized to operate in Texas: (1) public liability insurance in an amount not less than $1,000,000.00 on an occurrence basis naming Landlord as an additional insured; and (2) personal property damage insurance for Tenant's business operations and contents on the leased premises in an amount sufficient to replace such contents after a casualty loss. B. Before the Commencement Date, Tenant must provide Landlord with a copy of the insurance certificates evidencing the required coverage. If the insurance coverage changes in any manner or degree at any time this lease is in effect, Tenant must, not later than 10 days after the change, provide Landlord a copy of an insurance certificate evidencing the change. C. If Tenant fails to maintain the required insurance in full force and effect at all times this lease is in effect, Landlord may: (1) purchase insurance that will provide Landlord the same coverage as the required insurance and Tenant must immediately reimburse Landlord for such expense; or (2) exercise Landlord's remedies under Paragraph 20. • D. Unless the parties agree otherwise, Landlord will, at Landlord's expense, maintain in full force and effect insurance for fire and extended coverage in an amount to cover the reasonable replacement cost of the improvements of the Property and public liability insurance in an amount that Landlord determines reasonable and appropriate. (TAR-2101)6-7-02 Initialed for Identification byTenan ,and Landlord:1l? Page 5 of 15 Produced by Really One Software,P.O.Box 2489,Arrerllo,TX 79105,(806)342-0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:18 4032 P.008/027 w _ Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 E. if there is an increase in Landlord's insurance premiums for the leased premises or Property or its contents that is caused by Tenant, Tenant's use of the leased premises, or any improvements made by or for Tenant, Tenant will, for each year this lease is in effect, pay Landlord the increase immediately after Landlord notifies Tenantt-of the increase. Any charge to Tenant under this Paragraph 8D will be equal to the actual amount of the increase in Landlord's insurance premium. 9. USE AND HOURS: A Tenant may use the leased premises for the following purpose and no other: general office purpose including use as a title plant and closing office B. Unless otherwise specified in this lease, Tenant will operate and conduct its business in the leased premises during business hours that are typical of the industry in which Tenant represents it operates. C. The Property maintains operating hours of (specify hours, days of week, and if inclusive or exclusive of weekends and holidays):7:00am to 8:00pm Monday thru Friday,excluding federal holidays,and 8:00 am to on Saturda s w' h wr1ikalllltice provided by Tenant _ 41 , 4kokr5 —fir 10. LEGAL COMPLIANCE: A. Tenant may not use or permit any part of the leased premises to be used for: (1) any activity which is a nuisance or is offensive, noisy, or dangerous; (2) any activity that interferes with any other tenant's normal business operations or Landlord's management of the Property; (3) any activity that violates any applicable law, regulation, zoning ordinance, restrictive covenant, governmental order, owners' association rules, tenants' association rules, Landlord's rules or regulations, or this lease; (4) any hazardous activity that would require any insurance premium on the Property or leased premises to increase or that would void any such insurance; (5) any activity that violates any applicable federal, state, or local law, including but not limited to those laws related to air quality, water quality, hazardous materials, wastewater, waste disposal, air emissions, or other environmental matters; (6) the permanent or temporary storage of any hazardous material; or (7) n/a B. "Hazardous material" means any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, solvent, or oil as defined by any federal, state, or local environmental law, regulation, ordinance, or rule existing as of the date of this lease or later enacted. C. Landlord does not represent or warrant that the leased premises or Property conform to applicable restrictions, zoning ordinances, setback lines, parking requirements, impervious ground cover ratio requirements, and other matters that may relate to Tenant's intended use. Tenant must satisfy itself that the leased premises may be used as Tenant intends by independently investigating all matters related to the use of the leased premises or Property. Tenant agrees that it is not relying on any warranty or representation made by Landlord, Landlord's agent, or any broker concerning the use of the leased premises or Property. (TAR-2101)6-7-02 initialed for Identification by Tenant°iiis' , ,and Landlord:. c), Page 6 of 15 Produced by Really One Software,P.O.Box 2489,Amarillo,'TX 79105,(806)342.0217 Provided by:Sharp Real Estate 08/062004 1D:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:18 #032 P.009/027 Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 11.SIGNS: A. Tenant may not post or paint any signs at, on, or about the leased premises or Property without Landlord's written consent. Landlord may remove any unauthorized sign, and Tenant will promptly reimburse Landlord for its cost to remove any unauthorized sign. B. Any authorized sign must comply with all laws, restrictions, zoning ordinances, and any governmental order relating to signs on the leased premises or Property. Landlord may temporarily remove any authorized sign to complete repairs or alterations to the leased premises or the Property. C. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move- out and at Tenant's expense, to remove, without damage to the Property or leased premises, any or all signs that were placed on the Property or leased premises by or at the request of Tenant. Any signs that Landlord does not require Tenant to remove and that are fixtures, become the property of.the Landlord and must be surrendered to Landlord at the time this lease ends. 12.ACCESS BY LANDLORD: A. During Tenant's normal business hours Landlord may enter the leased premises for any reasonable purpose, including but not limited to purposes for repairs, maintenance, alterations, and showing the leased premises to prospective tenants or purchasers. Landlord may access the leased premises after Tenants normal business hours if: (1) entry is made with Tenant's permission; or (2) entry is necessary to complete emergency repairs. Landlord will not unreasonably interfere with Tenant's business operations when accessing the leased premises. B. During the last 0 days of this lease, Landlord may place a "For Lease" or similarly worded sign in the leased premises. 13. MOVE-IN CONDITION: Tenant has inspected the leased premises and accepts it in its present (as-is) condition unless expressly noted otherwise in this lease. Landlord and any agent have made no express or implied warranties as to the condition or permitted use of the leased premises or Property. 14. MOVE-OUT CONDITION AND FORFEITURE.OF TENANT'S PERSONAL PROPERTY: A At the time this lease ends, Tenant will surrender the leased premises in- the same condition as when received, except for normal wear and tear. Tenant will leave the leased premises in a clean condition free of all trash, debris, personal property, hazardous materials,and environmental contaminants. B. If Tenant leaves any personal property in the leased premises after Tenant surrenders possession of the leased premises, Landlord may: (1) require Tenant, at Tenant's expense, to remove the personal property by providing written notice to Tenant; or (2) retain such personal property as forfeited property to Landlord. C. "Surrender" means vacating the leased premises and returning all keys and access devices to Landlord. "Normal wear and tear" means deterioration that occurs without negligence, carelessness, accident, or abuse. . D. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move- out and at Tenant's expense, to remove, without damage to the Property or leased premises; any or all fixtures that were placed on the Property or leased premises by or at the request of Tenant. Any fixtures that Landlord does not require Tenant to remove become the property of the Landlord and must be surrendered to Landlord at the time this lease ends. (TAR-2101)6-7-02 Initialed for Identification by Tenants::; ,and Landlord:11`) Page 7 of 15 Produced by Really One Software,P.O.Box 2489,Armdlo;TX 79105,(BOB)342-0217 ! • Provided by.Sharp Reel Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:18 #032 P.010/027- Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 15. MAINTENANCE AND REPAIRS: A Cleaning: Tenant must keep the leased premises clean and sanitary and promptly dispose of all garbage in appropriate receptacles. M Landlord ❑ Tenant will provide, at its expense, janitorial services to the leased premises that are customary and ordinary for the Property type. B. Repairs of Conditions Caused by a Party: Each party must promptly repair a condition in need of repair that is caused, either intentionally or negligently, by that party or that party's guests, patrons, invitees, contractors or permitted subtenants. C. Repair and Maintenance Responsibility: Except as provided by Paragraph 15B, the party designated below, at its expense, is responsible to maintain and repair the following specified items in the leased premises. The specified items must be maintained in clean and good operable condition. If a governmental regulation or order requires a modification to any of the specified items, the party designated to maintain the item must complete and pay the expense of the modification. The specified , items include and relate only to real property in the leased premises. Tenant is responsible for the repair and maintenance of its personal property. (Check all that apply.) N/A Landlord Tenant (1) Foundation, exterior walls, roof, and other structural components Cl M ❑ (2) Glass and windows Cl ® ❑ (3) Fire protection equipment and fire sprinkler systems ❑ M ❑ (4) Exterior & overhead doors, including closure devices, molding, ❑ El ❑ locks, and hardware (5) Grounds maintenance, including landscaping and ground ❑ ® ❑ sprinklers (6) Interior doors, including closure devices, frames, molding, locks, ❑ M ❑ and hardware (7) Parking areas and walks ❑ El ❑ (8) Plumbing systems, drainage systems, electrical systems, ballast ❑ ® 0 and lamp replacement, and mechanical systems, except those specifically designated otherwise (9) Heating Ventilation and Air Conditioning(HVAC) systems ❑ ® LI (10) Signs and lighting: (a) Pylon 0 El ❑ (b) Facia 0 - - M ❑ (c) Monument ❑ M 0 (d) Door/Suite CI El (11) Extermination and pest control, excluding wood-destroying insects ❑ M ❑ (12) Storage yards and storage buildings ❑ El ❑ (13) Wood-destroying insect treatment and repairs ❑ M ❑ (14) Cranes and related systems ® ❑ ❑ (15) n/a El 0 0 (16) n/a II ❑ 0 (17) All other items and systems. 0 El ❑ D. Repair Persons: Repairs must be completed by trained, qualified, and insured repair persons. • (TAR-2101)6-7-02 Initialed for Identification by Tenants'F-�-, ,and Landlord: I� Page 8 of 15 Produced by Realty One Software,P.O.Box 2489,Amarillo,TX 79105,(806)342.0217 �� Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:19 #032 P.011/027 Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 . • ❑ is not required to maintain, at its expense, a regularly.scheduled maintenan rvice contract for the HVAC system. The maintenance and service cont e purchased from a HVAC maintenance company that regularly provid ontracts to similar properties. If Tenant fails to maintain a required HVA nce and service contract in effect at all times during this lease, Landlor so and charge Tenant the expense of such a maintenance and service contract or F. Common Areas: Landlord will maintain any common areas in the Property in a manner as Landlord determines to be in the best interest of the Property. Landlord will maintain any elevator and signs in the common area. Landlord may change the size, dimension, and location of any common areas, provided that such change does not materially impair Tenant's use and access to the leased premises. Tenant has the non-exclusive license to use the common areas in compliance with Landlord's rules and restrictions. Tenant may not solicit any business in the common areas or interfere with any other person's right to use the common areas. This paragraph does not apply if Paragraph 2A(2) applies.. G. Notice of Repairs: Tenant must promptly notify Landlord of any item that is in need of repair and that is Landlord's responsibility to repair.All requests for repairs to Landlord must be in writing. H. Failure to Repair: Landlord must make a repair for which Landlord is responsible within a reasonable period of time after Tenant provides Landlord written notice of the needed repair. If Tenant fails to repair or maintain an item for which Tenant is responsible within 10 days after Landlord provides Tenant written notice of the needed repair or maintenance, Landlord may: (1) repair or maintain the item, without liability for any damage or loss to Tenant, and Tenant must immediately reimburse Landlord for the cost to repair or maintain; or(2)exercise Landlord's remedies under Paragraph 20. 16.ALTERATIONS: A Tenant may not alter, improve, or add to the Property or the leased premises without Landlord's written consent. Landlord will not unreasonably withhold consent for the Tenant to make reasonable non- structural alterations, modifications, or improvements to the leased premises. B. Tenant may not alter any locks or any security devices on the Property or the leased premises without Landlord's consent. If Landlord authorizes the changing, addition, or rekeying of any locks or other security devices, Tenant must immediately deliver the new keys and access devices to Landlord. C. If a governmental order requires alteration or modification to the leased premises, the-party obligated to maintain and repair the item to be modified or altered as designated in Paragraph 15 will, at its expense, modify or alter the item in compliance with the order. D. Any alterations, improvements, fixtures or additions to the Property or leased premises installed by either party during the term of this lease will become Landlord's property and must be surrendered to Landlord at the time this lease ends, except for those fixtures Landlord requires Tenant to remove under Paragraph 11 or 14 or if the parties agree otherwise in writing. 17. LIENS: Tenant may not do anything that will cause the title of the Property or leased premises to be encumbered in any way. If Tenant causes a lien to be filed against the Property or leased premises, Tenant will within 20 days after receipt of Landlord's demand: (1) pay the lien and have the lien released of record; or (2) take action to discharge the lien. Tenant will provide Landlord a copy of any release Tenant obtains pursuant to this paragraph. (TAR-2101)6-7-02 Initialed for Identification by Tenant '� ,and Landlord:-�1 Page 9 of 15 Produced by Really One Soferare,P.O.Box 2489,Amarillo',TX 79105,(806)342-0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:19 #032 P.012/027 - Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 18. LIABILITY: To the extent permitted by law, Landlord is NOT responsible to Tenant or Tenant's employees, patrons, quests, or invitees for any damages, injuries, or losses to person or property caused by: A an act, omission, or neglect of: Tenant; Tenant's agent; Tenant's guest; Tenant's employees; Tenant's patrons:Tenant's invitees; or any other tenant on the Property; B. fire, flood, water leaks, ice, snow, hail, winds, explosion, smoke, riot, strike, interruption of utilities, theft, buralarv, robbery, assault, vandalism, other persons, environmental contaminants, or other occurrences or casualty losses. 19. INDEMNITY: Each party will indemnify and hold the other party harmless from any property damage, personal injury, suits, actions, liabilities, damages, cost of repairs or service to the leased premises or Property, or any other loss caused, negligently or otherwise, by that party or that party's employees. patrons, guests,or invitees. 20. DEFAULT: • A If Landlord fails to comply with this lease within 30 days after Tenant notifies Landlord of Landlord's failure to comply, Landlord will be in default and Tenant may seek any remedy provided by law. lf, however, Landlord's non-compliance reasonably requires more than 30 days to cure, Landlord will not be in default if the cure is commenced within the 30-day period and is diligently pursued. B. If Landlord does not actually receive at the place designated for payment any rent due under this lease within 5 days after it is due, Tenant will be in default. If Tenant fails to comply with this lease for any other reason within 10 days after Landlord notifies Tenant of its failure to comply, Tenant will be in . default. C. If Tenant is in default, Landlord may: (i) terminate Tenant's right to occupy the leased premises by providing Tenant with at least 3 days written notice; and (ii) accelerate all rents which are payable during the remainder of this lease or any renewal period without notice or demand. Landlord will attempt to mitigate any damage or loss caused by Tenant's breach by using commercially reasonable means. If Tenant is in default,Tenant will be liable for: (1) any lost rent; (2) Landlord's cost of reletting the leased premises, including brokerage fees, advertising fees, and other fees necessary to relet the leased premises; (3) repairs to the leased premises for use beyond normal wear and tear;. (4) all Landlord's costs associated with eviction of Tenant, such as attorney's fees, court costs, and prejudgment interest; - (5) all Landlord's costs associated with.collection of rent such as collection fees, late charges, and returned check charges; (6) cost of removing any of Tenant's equipment or fixtures left on the leased premises or Property; (7) cost to remove any trash, debris, personal property, hazardous materials, or environmental contaminants left by Tenant or Tenant's employees, patrons, guests, or invitees in the leased premises or Property; (9) cost to replace any unreturned keys or access devices to the leased premises, parking areas, or Property; (10) any other recovery to which Landlord may be entitled under this lease or under law. 21. ABANDONMENT, INTERRUPTION OF UTILTIES, REMOVAL OF PROPERTY, AND LOCKOUT: Chapter 93 of the Texas Property Code governs the rights and obligations of the parties with regard to: (a) abandonment of the leased premises; (b) interruption of utilities; (c) removal of Tenant's property; and (d) lock-out"of Tenant. (TAR-2101)6.7-02 Initialed for Identification by Tenants ,and Landlord:--r.0 Page 10 of 15 Produced by Really One Software,P.Q.Box 2489,Amarglo;TX 79105,(806)342-0217 �T Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:19 #032 P.013/027 Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 22. HOLDOVER: If Tenant fails to vacate the leased premises at the time this lease ends, Tenant will become a tenant-at-will and must vacate the leased premises immediately upon receipt of demand from Landlord. No holding over by Tenant, with or without the consent of Landlord, will extend this lease. Tenant will indemnify Landlord and any prospective tenants for any and all damages caused by the holdover. Rent for any holdover period will be 2 times the base monthly rent plus any additional rent calculated on a daily basis and will be immediately due and payable daily without notice or demand. 23. LANDLORD'S LIEN AND SECURITY INTEREST: To secure Tenant's performance under this lease, Tenant grants to Landlord a lien and security interest against all of Tenant's nonexempt personal property that is.in the leased premises or Property. This lease is a security agreement for the purposes of the Uniform Commercial Code. Landlord may file a copy of this lease as a financing statement. 24. ASSIGNMENT AND SUBLETTING: Landlord may assign this lease to any subsequent owner of the Property. Tenant may not assign this lease or sublet any part of the leased premises without Landlord's written consent. An assignment of this lease or subletting of the leased premises without Landlord's written consent is voidable by Landlord. If Tenant assigns this lease or sublets any part of the leased premises, Tenant will remain liable for all of Tenant's obligations under this lease regardless if the assignment or sublease is made with or without the consent of Landlord. 25. RELOCATION: ❑ A. By providing Tenant with not less than 90 days advanced written notice, Landlord may require Tenant to relocate to another location in the Property, provided that the other location is equal in size or larger than the leased premises then occupied by Tenant and contains similar leasehold improvements. Landlord will pay Tenant's reasonable out-of-pocket moving expenses for moving to the other location. "Moving expenses" means reasonable expenses payable to professional movers, utility companies for connection and disconnection fees, wiring companies for connecting and disconnecting Tenant's office equipment required by the relocation, and printing companies for reprinting Tenant's stationary and business cards. A relocation of Tenant will not change or affect any other provision of this lease that is then in effect, including rent and reimbursement amounts, except that the description of the suite or unit number will automatically be amended. ® B. Landlord may not require Tenant to relocate to another location in the Property without Tenant's prior consent, 26. SUBORDINATION: A. This lease and Tenant's leasehold interest are and will be subject, subordinate, and inferior to: (1) any lien, encumbrance, or ground lease now or hereafter placed on the leased premises or the Property that Landlord authorizes; (2) all advances made under any such lien,encumbrance, or ground lease; (3) the interest payable on any such lien or encumbrance; (4) any and all renewals and extensions of any such lien, encumbrance, or ground lease; (5) any restrictive covenant affecting the leased premises or the Property; and (6) the rights of any owners'association affecting the leased premises or Property. B. Tenant must, on demand, execute a subordination, attornment, and non-disturbance agreement that Landlord may request that Tenant execute, provided that such agreement is made on the condition that this lease and Tenant's rights under this lease are recognized by the lien-holder. (TAR-2101)6-7-02 Initialed for Identification by Tenant fill and Landlord: ! _ Page 11 of 15 Produced by Realty One Software,P.O.Box 2489,Arnarito,TX 79105,(806)342-0217 M Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:20 #032 P.014/027 v • Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 27. ESTOPPEL CERTIFICATES: Within 10 days after receipt of a written request from Landlord, Tenant will execute and deliver to Landlord an estoppel certificate that identifies: A any brerh of the lease; B. the then current rent payment and rent schedule; C. the date the next rent payment is due; D. any advance rent payments; E. the amount of the security deposit; F. any, jaims for any offsets;. G. the then current term of the lease; H. any renewal options; I. Tenant's possession and acceptance of the leased premises and improvements; J. any ownership interest by Tenant; and K. any other information reasonably requested in the certificate. 28.CASUALTY LOSS: A Tenant must immediately notify Landlord of any casualty loss in the leased premises. Within 20 days after receipt of Tenant's notice of a casualty loss, Landlord will notify Tenant if the leased premises are less than or more than 50% unusable, on a per square foot basis, and if Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss: B. If the leased premises are less than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord will restore the leased premises to substantially the same condition as before the casualty. If Landlord fails to substantially restore within the time required, Tenant may terminate this lease. C. If the leased premises are more than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord may: (1) terminate this lease; or(2) restore the leased premises to substantially the same condition as before the casualty. If Landlord chooses to restore and does not substantially restore the leased premises within the time required,Tenant may terminate this lease. D. If Landlord notifies Tenant that Landlord cannot substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss, Landlord may: (1) choose not to restore and terminate this lease; or (2) choose to restore, notify Tenant of the estimated time to restore, and give Tenant the option to terminate this lease by notifying Landlord within 10 days. E. If this lease does not terminate because of a casualty loss, rent will be reduced from the date Tenant notifies Landlord of the casualty loss to the date the leased premises are substantially restored by an amount proportionate to the extent the leased premises are unusable. 29. CONDEMNATION: If after a condemnation or purchase in lieu of condemnation the leased.premises are totally unusable for the purposes stated in this lease, this (ease will terminate. If after a condemnation or purchase in lieu of condemnation the leased premises or Property are partially unusable for the purposes of this lease, this lease will continue and rent will be reduced in an amount proportionate to the extent the leased premises are unusable. Any condemnation award or proceeds in lieu of condemnation are the property of Landlord and Tenant has no claim to such proceeds or award. Tenant may seek compensation from the condemning authority for its moving expenses and damages to Tenant's personal property. 30. ATTORNEY'S FEES: Any person who is a prevailing party in any legal proceeding brought under or related to the transaction described in this lease is entitled to recover prejudgment interest, reasonable attomey's fees, and all other costs of litigation from the nonprevailing party. (TAR-2101)6-7-02 Initialed for Identification by Tenants 4 , ,and Landlord: I/, Page 12 of 15 Produced by Realty One Software,P.O.Box 2489,Amarillo',TX 79105,(806)342.0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:20 4'032 P.015/027 -- • Commercial Lease concerning:2947 E.Broadway,Suite 200,PearIand,TX 77581 31. REPRESENTATIONS: Tenant's statements in this lease and any application for rental are material representations relied upon by Landlord. Each party signing this lease represents that he or she is of legal age to enter into a binding contract and is authorized to sign the lease. If Tenant makes any misrepresentation in this lease or in any application for rental, Tenant is in default. Landlord is not aware of any material defect on the Property that would affect the health and safety of an ordinary person or any environmental hazard on or affecting the Property that would affect the health or safety of an ordinary person, except: n/a 32. BROKERS: A. The brokers to this lease are: n/a Sharp Real Estate,lnc. 0489454 Cooperating Broker License No. Principal Broker - License No. 2947 E.Broadway,Suite 100,Pearland,TX 77581 Address Address 281.412.6090 281.412.6390 Phone Fax Phone Fax tom@sharprealestate.com E-mail E-mail Cooperating Broker represents Tenant. Principal Broker: (Check only one box) ®represents Landlord only. ❑represents Tenant only. ❑ is an intermediary between Landlord and Tenant. B. Fees: ® (1) Principal Broker's fee will be paid according to: (Check only one box). ® (a) a separate written commission agreement between Principal Broker and: l Landlord ❑ Tenant. O (b) the attached Addendum for Broker's Fee. ❑ (2) Cooperating Broker's fee will be paid according to: (Check only one box). ❑ (a) a separate written commission agreement between Cooperating Broker and: O Principal Broker ❑ Landlord ❑ Tenant. ❑ (b) the attached Addendum for Broker's Fee. 33.ADDENDA: Incorporated into this lease are the addenda, exhibits and other information marked in the Addenda and Exhibit section of the Table of Contents. If Landlord's Rules and Regulations are made part of this lease, Tenant agrees to comply with the Rules and Regulations as Landlord may, at its discretion, amend from time to time. (TAR-2101)6 7 02 Initialed for Identification by Tenants f , ,and Landlord:_ I v / Page 13 of 15 Produced by Realty One Sotaare,P.O.Box 2489,Amarillo',TX 79105,(806)342.0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:20 4032 P.016/027 Commercial Lease concerning:2947 E.Broadway,Suite 200,Pearland,TX 77581 34. NOTICES: All notices under this lease must be in writing and are effective when hand-delivered, sent by mail,-or sent by facsimile transmission to: • Tenant at the leased premises, and a copy to:Jeanne Bunnell Leach,P.C. Address: P.O.Box 980187,Houston,TX 77098 Phone: 713.527.9655 Fax: 713.524.5677 Landlord at: Address: Address of Principal Broker Phone: Fax: and a copy to: Address: Phone: Fax: 35.SPECIAL PROVISIONS: Principal Broker is related to Landlord. See attached Exhibit B-Special Provisions Addendum 36.AGREEMENT OF PARTIES: A. Entire Agreement: This lease contains the entire agreement between Landlord and Tenant and may not be changed except by written agreement. B. Binding Effect: This lease is binding upon and inures to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns. C. Joint and Several: All Tenants are jointly and severally liable for all provisions of this lease. Any act or notice to, or refund to, or signature of, any one or more of the Tenants regarding any term of this lease, its renewal,or its termination is binding on all Tenants. D. Controlling Law: The laws of the State of Texas govern the interpretation, performance, and enforcement of this lease. • (TAR-2101)6-7-02 Initialed for Identification by Tenants,ii , ,and Landlord:116, Page 14 of 15 Produced by Realty One Software,P.O.Box 2489,Amarillo;TX 79105,(B06)342-0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:F I RST AMER I CAN TITLE 832 200 5668 06/07/2006 11:20 4032 P.017/027 w Commercial Lease concerning: E. Severable Clauses: If any clause in this lease is found invalid or unenforceable by a court of law, the remainder of this lease will not be affected and all other provisions of this lease will remain valid and enforceable. • F. Waiver: Landlord's delay, waiver, or non-enforcement of acceleration, contractual or statutory lien, rental due date, or any other right will not be deemed a waiver of any other or subsequent breach by Tenant or any other term in this lease. G. Quiet Eniovment: Provided that Tenant is not in default of this lease, Landlord covenants that Tenant will enjoy possession and use of the leased premises free from material interference. H. Force Maieure: If Landlord's performance of a term in this lease is delayed by strike, lock-out, shortage of material, governmental restriction, riot, flood, or any cause outside Landlord's control, the time for Landlord's performance will be abated until after the delay. I. Time: Time is of the essence. The parties require strict compliance with the times for performance. Brokers are not qualified to render legal advice, property inspections, surveys, engineering studies, environmental assessments, tax advice, or compliance inspections. The parties should seek experts to render such services. READ THIS LEASE CAREFULLY. If you do not understand the effect of this Lease, consult your attorney BEFORE signing. Jeanne Bunnell Leach,P.C. 2947 Broadway Investments,Inc. Ten a n Landlord By By Date n;4-6.C , S i Lex Date Printed Name Jeanne Bunnell Leach,P.C. Printed Name 2947 Broadway Investments,Inc. Title Jeanne Bunnell Leach,its President Title Tom G.Sharp,its President Tenant Landlord By By Date Date Printed Name Printed Name Title Title (TAR-2101)6-7-02 Page 15 of 15 Produced by Remy One Software,P.O.Box 2489,Annrillo,rTX 79105,(806)342.0217 Provided by:Sharp Real Estate 08/06/2004 f D:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:21 #032 P.018/027- Exhibit "A" - Property Description An Exhibit to that one certain Commercial Lease by and between 2947 Broadway Investments, Inc., as Landlord, and Tenant. Property Address: 2947 East Broadway (FM518) Pearland, Texas 77581 Property Legal Description: Tract "A" of Martha Alexander Crouch Subdivision, Section One, Brazoria County, Texas, according to recorded map or plat thereof in Volume 16, Page 353-354 of the Plat Records of Brazoria County, Texas. Leased Premises Schematic: See attached Floorplan From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:21 $1032 P.019/027 Exhibit A—Property Description The Sharp Real Estate Building 2947 E. Broadway* Pearland, Texas Ramped Entrance/Exit Suite 100 Ramped Entrance/Exit Hallway �Eleclrical Hallway � Meth/Electrical Janitorial Suite 300 Hallway Suite 400411 Men's RR 0 0 Ladles'RR AP ,.,nl� _________rt y rerBenc Fill _ . IP If' Hallw- - l i c id U Phone Suite 200 4111 FrontPr Foyer Suite 400 Entrance Front Entrance From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:21 4032 P.020/027 � Exhibit B SPECIAL PROVISIONS ADDENDUM Addendum to the Commercial Lease between the Landlord and Tenant concerning the leased premises at 2947 E. Broadway, Suite 200, Pearland, Texas 77581. Janitorial Service: The Landlord shall provide at its sole cost, nightly basic janitorial service to the Tenant's suite. Carpet spot and stain removal and other cleaning services will be negotiated with Tenant on an as-needed basis. Build-out Expenses: The Landlord will replace all carpets with building standard carpeting and clean all furnishings prior to tenant move-in. Landlord will relocate deadbolt lock on front entrance door to waist level, with cost not to exceed$500.00. If cost exceeds$500.00, Landlord will pay first$500.00 towards a remedy that is acceptable to Tenant. Tenant will be responsible for the remainder of the cost to adjust the deadbolt. Landlord will not commence build-out until Tenant removes contingency noted below. Furniture: The lease space offered to the Tenant will be furnished only with the existing office furniture. Existing furniture includes all desks, credenzas, lateral files, bookcases,bull-pen offices (cubicles),etc. as presented. An exhibit describing the exact furniture to be leased will be attached and included in this Lease Agreement following a walk-through with the Tenant. Signage: The Tenant will be responsible for providing all graphics and material/laborfor installing and maintaining its signage on both the interior door to the leased premises and on the exterior monument sign. Landlord will provide the right to signage on one-quarter of the monument sign at no charge to the Tenant during the term of the lease. Landlord shall have the right to approve any signage proposed by Tenant. Parking: All Tenant employee parking will be in the rear or on the sides of the building in designated areas. Customer parking shall be in the front parking area as designated. There will.be.three(3) customer parking spaces designated within the customer parking area as"Title°Co.". Tenant will be solely responsible for the cost of installing and maintaining this signage with prior Landlord approval. Contingency: Tenant shall not take occupancy until after Tenant has been successful in securing an underwriting agreement with a title underwriter. In the event that Tenant has been unable to enter into an underwriting agreement with a title underwriter within thirty(30) days of the date of this agreement,Tenant shall provide Landlord with notice of its inability to obtain an underwriter relationship and Tenant has the right to terminate this lease with no further liability and Landlord has the right to retain any and all rents or deposits paid through the date of Tenant's notice. • Accepted by: Landlord: Tenant: 2947 Broadway Investments, inc. Jeanne Bunnell Leach, P.C. Tom G. Sharp, Preside J-411% -ne Bunnell Leach, President From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:21 4032 P.021/027 Shar Real Estate e • s E TEXAS ASSOCIATION OF REALTORS® COMMERCIAL LEASE EXPENSE REIMBURSEMENT ADDENDUM USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. @Texas Association of REALTORS®,Inc.2002 ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE LEASED PREMISES AT 2947 E.Broadway,Suite 200,Pearland,TX 77581 In addition to rent stated in the lease, Tenant will pay Landlord the additional rent described in this addendum. Tenant will pay the additional rent each month at the time the base-monthly rent in the lease is due. A Method: The additional rent will be calculated under the following method: M (1) Base-year expenses: Each month Tenant will pay Tenant's pro rata share of the_ projected monthly expenses for the Property that exceed the amount of the monthly base-year expenses for: M (a) operating expenses. i (b) the following expenses: M taxes, M insurance, ►l CAM, El roof and structural. 0 (2) Expense-stop: Each month Tenant will pay Tenant's pro rata share of the projected monthly expenses for the Property that exceed $ per square foot per year for: ❑ (a) operating expenses. ❑ (b) the following expenses: ❑ taxes, ❑ insurance, ❑ CAM, ❑ roof and structural. ❑ (3) Net: Each month Tenant will pay Tenant's pro rata share of the projected monthly expenses for the Property for: ❑ (a) operating expenses (note that taxes, insurance, and CAM are included in operating expenses); ❑ (b) taxes; ❑ (c) insurance; ❑ (d) CAM; ❑ (e) roof and structural; ❑ (f) • ❑ (4) Fixed Reimbursements: Each month Tenant will pay the stated amounts for the Property for: ❑ (a) operating expenses: $ per month; (note that taxes, insurance, and CAM are included in operating expenses); ❑ (b) taxes: $ per month; ❑ (c) insurance: $ per month; ❑ (d) CAM: $ per month; ❑ (d) roof and structural: $ per month; ❑ (e) : $ per month; B. Definitions: (1) `Tenant's pro rata share"is 17.82%%. (2) "Base year expenses"means the expenses checked under A(1) incurred by Landlord for the calendar year 2004 . "Monthly base-year expenses"means base-year expenses divided by 12. (3) "Roof and structural expenses"means the cost to maintain, repair, and replace the Property's structural and common area components including the Property's foundation, load-bearing walls, roof and roof components (for example, roof covering, deck, ties, ing, and skylights), and parking lot. (TAR-2103)6-7-02 Initialed for Identification by Tenants.•:k, , ,and Landlord: )GS , Page 1 of 2 Produced by Realty One Sobvare,P.O.Box 2489,Arrrari6o,TX 79105,(806)342-0217. Provided by:Sharp Real Estate 06/06/2004 ID:2947-Leach From:F I RST AMERICAN TITLE 832 200 5668 06/07/2006 11:21 #032 P.022/027 Expense Reimbursement Addendum concerning 2947 E.Broadway,Suite 200,Pearland,TX 77581 (4) "Operating expenses" means all of Landlord's expenses reasonably incurred to maintain, repair, operate, secure, insure and own the Property. Operating expenses do not include capital expenditures, interest, depreciation, tenant improvements, and brokers' fees. The following expenses are included in operating expenses, but operating expenses are not limited to the following: (i) "CAM"means common area maintenance expenses which are the cost to own, operate, repair, and maintain the common areas that are part of the Property and are available for the common use of all tenants (for example, security, lighting, painting, cleaning, decorations, utilities, trash removal, pest control, promotional expenses, and other expenses reasonably related to the common areas); (ii) "insurance" means Landlord's costs to insure the leased premises and Property including but not limited to insurance for casualty loss, general liability, and reasonable rent loss; and (iii) "taxes" means the real property ad valorem taxes assessed against the leased premises and Property inclusive of all general and special assessments and surcharges. • C. Proiected Monthly Expenses: This paragraph does not apply if Paragraph A(4) applies. On or about December 31 of each calendar year Landlord will project the applicable monthly expenses (those that Tenant is to pay under this addendum) for the following calendar year and will notify Tenant of the projected expenses. The projected expenses are based on Landlord's estimates of such expenses. The actual expenses may vary. _ Notice: if Paragraph A(1), A(2), or A(3) applies: (i) the applicable projected monthly expenses for the calendar year in which the above-referenced lease commences is $ 6.'17 per square foot; and (ii) the total rentable area of the Property presently used by Landlord for calculating expense reimbursements is 10,700 . square feet. D. Reconciliation: This paragraph does not apply if Paragraph A(4) applies. Within a reasonable time after the end of each calendar year, Landlord will notify Tenant of the actual costs of the applicable expenses (those that Tenant is to pay under this addendum) for the previous year. If the actual costs of the applicable expenses exceed the amounts paid or owed by Tenant for the previous year, Tenant must pay the deficient amount to Landlord within 30 days after Landlord notifies Tenant of the deficient amount. If the actual costs of the applicable expenses are less than the amounts paid by Tenant for the previous year, Landlord will refund the excess to Tenant or will credit the excess to Tenant's next rent payment. Tenant may audit or examine those items in Landlord's records that relate to Tenant's obligations under this addendum. Landlord will promptly refund to Tenant any overpayment revealed by an audit or examination. If the audit or examination reveals an error of more than 5% over the amounts Landlord collected in a calendar.year from Tenant under this addendum, Landlord will pay the reasonable cost of the audit or examination. Landlord may not seek a deficiency from Tenant under this paragraph if Landlord fails to timely provide the required notice. . E. Special Provisions: Landlord shall not require Tenant to reimburse Landlord for expense increases from total Base Year Expenses under this agreement of more than 6.0%per year. Any amount not billed for this 6.0%exception may be included in the following year's total so long as the annual 6.0%expense"cap" is followed. 2947 Broadway Investments,Inc. Jeanne Bunnell Leach P.C. Landlor - -�- By 1�.-- •� 9�3A TeBynant -„tom )o . G. �i -p, Aresidest_'f.. Date Date Landlord Tenant By By Date Date (TAR-2103)6-7-02 Page 2 of 2 Produced by Realty One Software,P.O.Box 2489,Amarillo,Tx 79105,(806)342-0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:22 #032 P.023/027- s tt Sharp Real Estate E a, TEXAS ASSOCIATION OF REALTORS° COMMERCIAL LEASE ADDENDUM FOR EXTENSION OPTION USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS@ IS NOT AUTHORIZED, ©Texas Association of REALIORSO,Inc.2002 ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE LEASED PREMISES AT 2947 E.Broadway,Suite 200,Pearland,TX 77581 A At Tenant's option, Tenant may extend the term of above-referenced lease for one(1) additional term(s)of . thirty-six(36) months each. The first additional term commences upon the expiration of the term stated in the lease and any subsequent additional term commences upon the expiration of the then applicable extended term. B. Tenant may exercise Tenant's option(s) to extend under Paragraph A only by providing written notice to Landlord at least ninety(90) days before: (1) the end of the above-referenced lease for the first additional term; and (2) the end of any then applicable extended term for any subsequent extension. C. Tenant may not exercise Tenant's option(s)to extend under Paragraph A if: (1) the lease is terminated before Tenant exercises its option to extend; (2) Tenant assigns or subleases any part of Tenant's interest in the lease before Tenant exercises the option to extend; (3) Tenant fails to timely exercise its option(s)to extend; or (4) Tenant is in breach of the lease at the time Tenant exercises its option to extend. D. During the additional term(s), all provisions of the lease will continue as in effect immediately before the extension(s)commences except the base monthly rent during the additional term(s) will be: 31 (1) $3,217.67 from September 1,2007 to August 31,2008 • $3,346.38 from September 1,2008 to August 31,2009` $3,480.24 from September 1,2009 to August 31,2010 • $n/a from to $n/a from to 0 (2) adjusted to reflect increases in the Consumer Price Index for "All Urban Consumers, U.S. City Average, Ail Items", issued by the Bureau of Labor Statistics of the U.S. Department of'Labor. The adjustment will be determined by multiplying the base monthly rent for the last month of the lease by the following fraction: (i) the numerator will be the published index number for January in the year the additional term commences; and (ii) the denominator will be the published index number for January in the year in which the original lease term commences. ❑ (3) the prevailing rental rate on the 45th day before the additional term commences for premises of comparable size, quality, condition, improvements, utility, location, and length of term for tenant's of similar credit standing as Tenant. (TAR-2104)6-7-02 Initialed for Identification by Tenants' ie , ,and Landlord: 115, Page 1 of 2 Produced by Realty One Software,P.O.Box 2489,Amarillo,TX 79105,(806)342-021 111, Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:22 #032 P.024/027- • Addendum for Extension Option concerning 2947 E.Broadway.Suite 200,Pearland,TX 77581 E. If Paragraph D(3) applies and the parties do not agree on the amount of the prevailing rental rate for the additional term before the 30th day before the additional term commences, each party will employ a state- certified appraiser and deliver the appraiser's written opinion of the prevailing rental rate to the other party not later than the 15th day before the additional term commences. If the appraisers' opinions do not vary by more than 10%, the prevailing rental rate will be the average of the two opinions. If the appraisers' opinions vary by more than 10%, the appraisers will jointly select a third appraiser whose fees will be shared equally by the parties. If a third appraiser is engaged, the prevailing rental rate will be the average of the two opinions that are closest in amount. If either party fails to employ or timely deliver an appraiser's opinion as required by this paragraph, the opinion rendered by the appraiser employed by the other party will determine the prevailing rental rate. F. Special•Provisions: • Jeanne Bunnell Leach,P.C. 2947 Broadway Investments,Inc. Term" Landlord By Ir Date )4.t.6 Date Tenant Landlord By By Date Date (TAR-2104)6-7-02 Page 2 of 2 Produced by Realty One Software,P.O.Box 2489,Amarillo;TX 79105,(806)342-0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach From:F I RST AMER I CAN TITLE 832 200 5668 06/07/2006 11:22 #032 P.025/027 R � Sharp Real Estate TEXAS ASSOCIATION OF REALTORS® COMMERCIAL LANDLORD'S RULES AND REGULATIONS USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2002 REGARDING THE COMMERCIAL LEASE CONCERNING THE LEASED PREMISES AT 2947 E. Broadway,Suite 200,Pearland,Texas 77581 NOTICE: These rules and regulations are adopted to maintain and enhance the safety and appearance of the Property. From time to time Landlord, at its discretion, may amend these rules and regulations for the purposes for which they were adopted. Under the above-referenced lease, Tenant agrees to comply with these rules and regulations as they may be amended. Exceptions or waivers must be authorized by Landlord in writing. "Property" means the building or complex in which the leased premises are located, inclusive of any common areas, drives, parking areas, and walks. A Goods, merchandise, equipment, or any personal property may not be stored on the Property, except for inventory within the leased premises necessary for Tenant's normal business operations. B. Food is not permitted on the Property except for a, small amount of food for Tenant's personal consumption. C. Other than those provided by Landlord or specifically authorized by Landlord, no vending machines are permitted on the Property. D. The Property may not be used for lodging or sleeping quarters in any manner. E. No animals may be brought or kept on the Property. F. No obstruction or interference that impedes use of the common areas, walks, drives, loading areas, parking areas, corridors, hallways, vestibules, and stairs is permitted on the Property. G. Persons parking on the Property must comply with all posted signs and directions regulating the parking areas. H. No flammable, toxic, noxious, or hazardous materials may be kept on the Property except for over-the- counter cleaning materials kept in enclosed storage closets or cabinets; I. Tenants moving in or out of the Property must use only the service entrances and service elevators during the move. All moves must be made at times that do not cause inconvenience in the normal use of the Property. J. Deliveries and shipping of goods and merchandise in or out of the Property must be made only through the service entrances, service elevators, loading docks, or other designated shipping and receiving areas. Shipments and deliveries must be made at times that do not cause inconvenience to tenants or patrons on the Property. K. Leased premises must be kept clean and free of debris. Trash must be deposited into appropriate receptacles. (TAR-2108)6-7-02 Page 1 of 2 Produced by Realty One Software,P.O.Box 2489,Amarillo,TXX'79105,(806)342-0217 Provided by Sharp Real Estate 08/06/2004 ID:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:22 4032 P.026/027 • Landlord's Rules and Regulations concerning 2947 E.Broadway,Suite 200,Pearland,TX 77581 L. Repair requests.must be submitted to Landlord in writing in compliance with the lease. M. No modification to the Property and leased premises may be made unless authorized by Landlord, in writing, or permitted by the lease. N. No illegal or offensive activity is permitted on the Property nor is any activity that constitutes a nuisance or interferes with the rights of other tenants. O. Unless specifically authorized by Landlord, no solicitation or business operations are permitted in the common areas. P. Other: No smoking is allowed inside the leased premises. • • Receipt acknowledged by: c"LL (Tenant) on -1 -a (Date), (TAR-2108)6-7-02 Page 2 of 2 Produced by Healy One Software,P.O.Box 2489,Amarffo,TX 79105,(806)342-0217 Provided by.Sharp Real Estate 08/06/2004 1D:2947-Leach From:FIRST AMERICAN TITLE 832 200 5668 06/07/2006 11:23 #032 P.027/027- �E Sharp Real Estate > TEXAS ASSOCIATION OF REALTORS° COMM ERCtAL LEASE GUARANTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2002 GUARANTY TO COMMERCIAL LEASE CONCERNING THE LEASED PREMISES AT 2947 E.Broadway,Suite 200,Pearland,TX 77581 2947 Broadway Investments,Inca between Jeanne Bunnell Leach,P.C. (Landlord)and commences on August 1,2004 • (Tenant)that A In consideration for Landlord leasing the leased premises to Tenant, the undersigned Guarantors guarantee Tenant's performance under the above-referenced lease. - B. If Tenant fails to timely make any payment under the lease, Guarantors will promptly make such payment to Landlord at the place of payment specified in the lease. Guarantor is responsible for any property damage to the leased premises or property (as defined in the lease) for which Tenant is responsible under the lease. If Tenant breaches the lease, Guarantor will: (i) cure the breach as may be required of Tenant by the lease; or(ii) compensate Landlord for Landlord's loss resulting from the breach. C. All Guarantors are jointly and severally liable for all provisions of this guaranty. D. Guarantors guarantee Tenant's obligations under the lease regardless of any modification, amendment, renewal, extension, or breach of the lease. Filing for bankruptcy by Tenant will not diminish Guarantors obligations under this guaranty. E. Guarantors waive any rights to notices of acceptance, modification, amendment, extension, or breach of the lease. F. The laws of the State of Texas govern the interpretation, validity, performance, and enforcement of this guaranty. G. Any person who is a prevailing party in any legal proceeding brought under or related to-this guaranty is entitled to recover attorney's fees from the nonprevailing party. H. Guarantors authorize Landlord to obtain a copy of any consumer or credit report of Guarantors from any consumer reporting agency and to verify relevant information related to Guarantors' creditworthiness from other persons such as banks, creditors, employers, existing and previous landlords, and other persons. rantor's Signature Date Guarantor's Signature Date Jeanne Bunnell Leach Audrey Phillips Guarantor's Name Printed Guarantor's Name Printed P.O.Box 980187,Houston,TX 77098 Guarantor's Address Guarantor's Address 713.527.9655 459-98-8391 Phone SS#or Tax ID# Phone SS#or Tax ID# (TAR-2109)6-7-02 Page 1 of 1 Produced by Realty One Software,P.O.Box 2489,Amarillo,TX 79105,(806)342-0217 Provided by:Sharp Real Estate 08/06/2004 ID:2947-Leach