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PR 20996: APPROVING A GROUND LEASE BETWEEN EDC AND MOTIVA ENTERPRISES
Interoffice MEMORANDUM To: Mayor, City Council, City Manager From: Floyd Batiste, CEO ig-)&r_ Date: August 20, 2019 Subject: P.R. No. 20996; Council Meeting of August 27, 2019 ATTACHED IS PROPOSED RESOLUTION NO. 20996, A RESOLUTION APPROVING A GROUND LEASE BETWEEN THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION AND MOTIVA ENTERPRISES, LLC FOR APPROXIMATELY 91.7 ACRES OF LAND IN THE JADE AVE BUSINESS PARK FOR 51 MONTHS AS DEPICTED ON EXHIBIT "A" PR NO. 20996 AUGUST 12,2019 FB RESOLUTION NO. A RESOLUTION APPROVING A GROUND LEASE BETWEEN THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION AND MOTIVA ENTERPRISES, LLC FOR APPROXIMATELY 91.7 ACRES OF LAND IN THE JADE AVE BUSINESS PARK FOR 51 MONTHS AS DEPICTED ON EXHIBIT "A" WHEREAS,the City Council deems it is in the public interest to authorize the City of Port Arthur Section 4A Economic Development Corporation("PAEDC")to enter into a Ground Lease Agreement with Motiva Enterprises, LLC ("Motiva"); and WHEREAS, PAEDC has reviewed the Motiva commercial lease request presented by Motiva and recommends approval thereof; and WHEREAS, at its regular Board meeting on August 5. 2019, the PAEDC Board of Directors approved entering into a Ground Lease Agreement with Motiva attached hereto as Exhibit"A"; and WHEREAS, Motiva has agreed to lease approximately 3,994,452 square feet of rentable, 91.7 acres of land as depicted on attached Exhibit"A" for 51 months at the Jade Avenue Business Park; and WHEREAS,Motiva's base monthly rent will be as follows: Month 1 thru Month 3 Feasibility Period Month 4 thru Month 12 Expiration $7,000 per month First Extension $7,250 per month Second Extension $7,500 per month Third Extension $7,750 per month ATTEST: Sherri Bellard,City Secretary APPROVED: 44 1 0.- i Floyd Batiste,'AEDC CEO APPROV` � • ` • FORM: Guy N. Goodson,PAEDC Attorney APPROVED AS TO FORM: Valecia R. Tizeno,City Attorney #1679377 Page 3 Exhibit "A " TEXAS REALTORS COMMERCIAL LEASE USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS FORMSOURCE IS NOT AUTHORIZED. ©Texas Association o1 REALTORS®,Inc.2014 Table of Contents No. Paragraph Description Pg,- No, Paragraph Description PL 1. Parties 2 24. Assignment and Subletting 11 2. Leased Premises 2 25. Relocation 11 3. Term 26. Subordination 11 A. Term 2 27. Estoppel Certificates & Financial Info 11 B. Delay of Occupancy 2 28. Casualty Loss 12 C. Certificate of Occupancy 3 29. Condemnation 12 4. Rent and Expenses 30. Attorney's Fees 12 A. Base Monthly Rent 3 31. Representations 12 B. Additional Rent 3 32. Brokers 13 C. First Full Month's Rent 3 33. Addenda 13 D. Prorated Rent 3 34. Notices 13 E. Place of Payment 3 35. Special Provisions 14 F. Method of Payment 3 36. Agreement of the Parties 14 G. Late Charges 4 H. Returned Checks 4 ADDENDA & EXHIBITS (check all that apply) 5. Security Deposit 4 Exhibit A-Aerial of land to be leased 6. Taxes 4 Exhibit 7. Utilities 4 Commercial Lease Addendum for Broker's Fee 8. Insurance 5 (TXR-2102) 9. Use and Hours 6 Commercial Lease Addendum for Expense 10. Legal Compliance 6 _ Reimbursement(TXR-2103) 11. Signs 6 Commercial Lease Addendum for Extension 12. Access By Landlord 7 Option (TXR-2104) 13. Move-In Condition 7 Commercial Lease Addendum for Percentage 14. Move-Out Condition 7 Rent (TXR-2106) 15. Maintenance and Repairs j Commercial Lease Addendum for Parking A. Cleaning 7 (TXR-2107) B. Conditions Caused by a Party 8 Commercial Landlord's Rules and Regulations C. Repair& Maintenance Responsibility ❑ 8 (TXR-2108) D. Repair Persons 8 , Commercial Lease Guaranty (TXR-2109) E. HVAC Service Contract 9 Commercial Lease Addendum for Right of First F. Common Areas 9 Refusal (TXR-2105) G. Notice of Repairs 9 E Commercial Lease Addendum for Optional H. Failure to Repair 9 _ Space (TXR-2110) 16. Alterations 9 Commercial Lease Addendum for Construction 17. Liens 9 (TXR-2111) or(TXR-2112) 18. Liability 9 Commercial Lease Addendum for 19. Indemnity 10 Contingencies (TXR-2119) 20. Default 10 _ 21. Abandonment, Interruption of Utilities, Removal of Property & Lockout 10 22. Holdover 10 Information About Brokerage Services 23. Landlord's Lien & Security Interest 11 (TXR-2501) (TXR-2101)4-1-14 Initialed for Identification by Landlord: , and Tenant: Page 1 of 15 This form is for the exclusive use of the subscriber named below. Any use by others is strictly prohibited. Use of this form does not indicate membership in Texas REALTORS®. Company name goes here,2400 North Dallas l'arknac PIANO,TX 75093 Phone.(713)599-5182 Fax. ROB STILLWELL Produced with zipForm®by zipLogix 18070 Fifteen Mile Road.Fraser,Michigan 48026 www.zioLogix.corq Ut TEXAS REALTORS COMMERCIAL LEASE USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS FORMSOURCE IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2014 1. PARTIES: The parties to this lease are: Landlord: City of Port Arthur Section 4A Economic Development Corporation 501 Procter Street,Suite 100, Port Arthur,TX 77640 ; and Tenant: Motiva Enterprises LLC 500 Dallas Street, Houston,TX 77002 • 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): (1) Multiple-Tenant Property: Suite or Unit Number containing approximately square feet of rentable area in (project name) at (address) in (city), (county), Texas, which is legally described on attached Exhibit or as follows: X (2) Single-Tenant Property: The real property containing approximately +1-3,994,452 square feet of rentable area at: +/-91.7 acres of land as depicted on Exhibit A (address) in Port Arthur (city), Jefferson (county), Texas, which is legally described on attached Exhibit A 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. The rentable area j X will not be adjusted if re-measured. 3. TERM: A. Term: The term of this lease is 51 months and 0 days, commencing on: mutual execution of a lease document by Tenant and Landlord (Commencement Date) and ending WI 51 months after commencement date (Expiration Date). 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 (TXR-2101)4-1-14 Initialed for Identification by Landlord: , and Tenant: Page 2 of 15 Produced with zipForm®by ziplogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLoaix com Commercial Lease concerning: +1-91.7 acres of land as depicted on Exhibit A 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-py the lanced I I Tenant t -4.4t taw vta, premisesafter- the 90th �i��G1--.�;e V,.4,{'�N�)� Commencement Date of ,onstruction-on the l�nco' premises Commencement 11.a Iva.1111.1 la vuw r'rt7F-oft0 be completed-by-Landlord that is not eubstantiallai_� I Vawv VaM11U nY1nr ant�C nlrlinrl over-of-the-leased- premises,-Tenant matl aw )- ��-�--t..1 tvt Ila s-1'iVIawII LJ. vT-�YF-t7y .�Teia��- terminate. this-lease se iritten notic� ♦o Landlord rd before the..'^,,,,,,,,,, ) 1 by QtWR�--1R,ta-avl r-1lvua73rtv a_ul IdlBt�. va.lvl a. ala. i�p�-premises become-available tVa.rV VV 4waw VlV t pied by Tenant and Landlord will-refund to-Tenant any amounts-paid-to �t' d_to LUndlordby-T prnt . vas not oappIdelay occupancy not tee_ NN y to any a.a.law, in occupancy d-I!3'fg or repairs. C. Certificate of Occupancy: 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 see special provisions or as follows: Dates Rate per rentable square foot (optional) Base Monthly From To $ Monthly Rate $Annual Rate Rent $ Monthl Month 3 /rsf/month /rsf/year $00.00 Month 4 Expiration Date /rsf/month / rsf/year $7,000.00 First Extension Term /rsf/month' I rsf I year $7,250.00 Second Extension Term /rsf/month /rsf/year $7,500.00 Third Extension Tern- /rsf/month /rsf/year $7,750.00 Fourth Extension Term I rst/month / rst/year $8,000.00 B. Additional Rent: in addition to the base monthly rent, Tenant will pay Landlord all other amounts, as provided by the attached (Check all that apply.): (1) Commercial Lease Addendum for Expense Reimbursement (TXR-2103) (2) Commercial Lease Addendum for Percentage Rent (TXR-2106) _ (3) Commercial Lease Addendum for Parking (TXR-2107) X (4) Tenant will be required to pay$300.00 per month,beginning in month 4 for Taxes, Insurance and CAM charges All amounts payable under the applicable addenda are deemed to be "rent" for the purposes of this lease. C. First Full Month's Rent: The first full monthly rent is due OCKi kefoco when Tenant signs the lease,and will be applied to the fourth month's rent D. Prorated Rent: If the Commencement Date is on a day other than the first day of a month, Tenant will pay Landlord as prorated rent, an amount equal to the base monthly rent multiplied by the following fraction: the number of days from the Commencement Date to the first day of the following month divided by the number of days in the month in which this lease commences. The prorated rent is due on or before the Commencement Date. E. Place of Payment: Tenant will remit all amounts due to 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: Port Arthur Economic Development Corporation Address: 501 Procter St,Suite 100 Port Arthur,TX 77640 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 (TXR-2101)4-1-14 Initialed for Identification by Landlord: , , and Tenant: , Page 3 of 15 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 yrww,zioLogix.ccrn Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A 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. 10 days after written notice from Landlord G. Late Ch ges: If Landlord does not actuallyjeceive a rent payment at the designated place of payment within XX, Tenant will pay Landlord a late charge equal to 3% 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 $ 0 00 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. Within 60 days after Tenant surrenders the leased premises and provides Landlord written notice of Tenant's forwarding address, Landlord will refund the security deposit less any amounts applied toward amounts owed by Tenant or other charges authorized by this lease. 6. TAXES: Unless otherwise agreed by the parties, Landlord will pay all real property ad valorem taxes assessed against the leased premises. 7. UTILITIES: A. The party designated below will pay for the following utility charges to the leased premises and any connection charges for the utilities. (Check all that apply.) N/A Landlord Tenant (1) Water — — (2) Sewer — — -X. (3) Electric — — _X (4) Gas — — X (5) Telephone — — (6) Internet — '— (7) Cable — — ..X (8) Trash — -X (9) (10)All other utilities X 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 (TXR-2101)4-1-14 Initialed for Identification by Landlord: , and Tenant: Page 4 of 15 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLooix corn Commercial Lease concerning: +1-91.7 acres of land as depicted on Exhibit A 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. After-Hours HVAC Charges: "HVAC services" means heating, ventilating, and air conditioning of the '1 premises. (Check one box only.) (1) Lanai.,._ "ligated to provide the HVAC services to the leased premises only during the Property's opt,,.. 'rs specified under Paragraph 9C. ❑ (2) Landlord will provide the , . -grvices to the leased premises during the operating hours specified under Paragraph 9C for 1,.. ,nal charge and will, at Tenant's request, provide HVAC services to the leased premises during otht, . `ir an additional charge of$ per hour. Tenant will pay Landlord the charges uh,_ paragraph immediately upon receipt of Landlord's invoice. Hourly charges are charged on a ha,. '^asis. Any partial hour will be rounded up to the next half hour. Tenant will comply with Landlora , 'res to make a request to provide the additional HVAC services under this paragraph. _ (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 naming Landlord as an additional insured with policy limits on an occurrence basis in a minimum amount of: (check only (a) or (b) below) X (a) $1,000,000; or (b) $2,000,000. If neither box is checked the minimum amount will be $1,000,000. (2) personal property damage insurance for the business operations being conducted in the leased premises and contents in the leased premises in an amount sufficient to replace such contents after a casualty loss; and ,oralotxmleocemotxxv000actxxxioomaxoenxxxxpozocamtxxxxxxxvapeetiopcxxxx B. Before the Commencement Date, Tenant must provide Landlord with a copy of insurance certificates evidencing the required coverage. If the insurance coverage is renewed or changes in any manner or degree at any time this lease is in effect, Tenant must, not later than 10 days after the renewal or change, provide Landlord a copy of an insurance certificate evidencing the renewal or change. C. If Tenant fails to maintain the required insurance in full force and effect at all times this lease is in effect, Landlord may: (1) purchase insurance that will provide Landlord the same coverage as the required insurance and Tenant must immediately reimburse Landlord for such expense; or (2) exercise Landlord's remedies under Paragraph 20. D. Unless the parties agree otherwise, Landlord will maintain in full force and effect insurance for: (1) fire and extended coverage in an amount to cover the reasonable replacement cost of the improvements of the Property; and (2) any public liability insurance in an amount that Landlord determines reasonable and appropriate. RxxtbtimocitxxxxiammociaboactiptyikocknommommitaxxtootimAxxxgbarminacooaxxxxlvxxxklxx g> 4cix>9 ximIn 4ttCi> tX c4t'fat4n Xr1t:9m000 olgwoo ►X7 kmode c Oxton ccxxxixftQJakwbofwo(4tfuD€3[1K c Q XDt 7G CX c bock ibociro xxxxi ►xot tligxxx (TXR-2101)4-1-14 Initialed for Identification by Landlord: , , and Tenant: , Page 5 of 15 Produced with zipForm®by zipLogix 16070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLoaix.corl Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A Xfdt414CkAlI€OICC4tX Ot XX IGIOdl4CTAMOtX b XS NDOCKN i (XI(}b ( XI ONI:00 Ex0Ct004X XIelA(DCOCXIMP NKDHC-06ZINkOndrondeCCKDtOI neeCKDOCOCLIO6XXX 9. USE AND HOURS: A. Tenant may use the leased premises for the following purpose and no other: Tenant may use the leased premises for a lay-down yard and parking. Tenant will level the site, install a geogrid and stabilize the leased premises. Tenant shall also be permitted to install fencing,lighting and other appurtenances within the leased premises. 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): 24 hours/day. 7 days/week. 365 days/year 10. LEGAL COMPLIANCE: A. Tenant may not use or permit any part of the leased premises or the Property to be used for: Ntoornactektxxxitxktomointrankcidnootxg000ixmodaogxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx nxxxxxxXxkloclitutt x>ode xx>citkxxxxxmbt xioc>I xtxxxxatxxkkx xneceoa exadioos cniatpattoxotxxx XXXXXX4405XXXXX otx t xxx (3) any activity that violates any applicable law, regulation, zoning ordinance, restrictive covenant, governmental order, D(xXlliXtXXXXX( (XX7p XXXXXXXXXXXXX X XkXa XXP(A(9CX40- XKOMOx5, or this lease; ACac ixioxxoctocxxxx x cit xk coodXxxxxk cacrdosclsrxxxac exd axxotbcc ropectyornXbexxxotxx xxpootDr c xxxx x11 1CmKrxxxkX xxxxXM (XXoFD{; (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; ACXXX*XXIXXXXXXIMO jcCcxxxx XXXXX (7) B. "Hazardous material" means any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, solvent, or oil as defined by any federal, state, or local environmental law, regulation, ordinance, or rule existing as of the date of this lease or later enacted. C. Landlord does not represent or warrant that the leased premises or Property conform to applicable restrictions, zoning ordinances, setback lines, parking requirements, impervious ground cover ratio requirements, and other matters that may relate to Tenant's intended use. Tenant must satisfy itself that the leased premises may 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. 11. SIGNS: such consent not to be unreasonably withheld, conditioned or delayed A. Tenant may not post or paint any signs or place any decoration outside the leased premises or on the Property without Landlord's written consent./ Landlord may remove any unauthorized sign or decorations, and Tenant will promptly reimburse Landlord for its cost to remove any unauthorized sign or decorations. (TXR-2101)4-1-14 Initialed for Identification by Landlord: , and Tenant: , Page 6 of 15 Produced with zipForm0 by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLogix.com Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A 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 or decorations that were placed on the Property or leased premises by or at the request of Tenant. Any signs or decorations 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. DadogolenartiscxxxxxxkituincasobaxcaLandlord 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 purchasersxamntlocxegacosxcoeeeedcxrc TOCIVIDI:XXXXXXDOMIGM)4Xf, 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 p days of this lease, Landlord may place a "For Lease" or similarly worded sign on the leased premises. 13. MOVE-IN CONDITION: Tenant has inspected the leased premises and accepts it in its present (as-is) condition unless expressly noted otherwise in this lease or in an addendum. Landlord and any 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: see special provisions A. At the time this lease ends, Tenant will surrender the leased premises orocfbeccec•[xctctC>tcxcxwx oeoe(xic 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. 15. MAINTENANCE AND REPAIRS: 9cx cx tMit a5045txktkRRod tx c oOr t ,ca lix{4iffeooMitXxfiRfixnt000itic R x aitbtxx xxxlarbegeo4xxxppcm Xa xa p cximaa ttaxdcx6cOaramtax tDopaxxtdeQoalx Xxxxiixamxixlltadatxx xxx3vevA t2x �9L;� ?fIit�L xtk eltx ?� 4 F t ii . )f� • 0 •• . ... 4,. ?WVilF *Max xx �x52�t � c x x3t fc�(xr•)•)'�i x5t,dc txic i•� •)'� -xl 4yi p : : t•t Ui t t=t• �:x cx (TXR-2101)4-1-14 Initialed for Identification by Landlord: , and Tenant: Page 7 of 15 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLogix.com Commercial Lease concerning: +1-91.7 acres of land as depicted on Exhibit A moplyiocusodadeeoimosaceifxxxxwakiogoomaioodikulimpodxxtbemmutccutkiatxmobemeozamotlxxx 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 otherwise provided by this Paragraph 15, the party designated below, at its expense, is responsible to maintain and repair the following specified items in the leased premises (if any). The specified items must be maintained in clean and good operable condition. If a governmental regulation or order requires a modification to any of the specified items, the party designated to maintain the item must complete and pay the expense of the modification. The specified items include and relate only to real property in the leased premises. Tenant is responsible for the repair and maintenance of its personal property. (Check all that apply.) N/A Landlord Tenant (1) Foundation, exterior walls, roof, and other structural components x (2) Glass and windows x — — (3) Fire protection equipment — (4) Fire sprinkler systems x — — (5) Exterior& overhead doors, including closure devices, molding, — locks, and hardware — — (6) Grounds maintenance, including landscaping and irrigation — systems x — — (7) Interior doors, including closure devices, frames, molding, locks, and hardware x — — (8) Parking areas and walks .x — — (9) Plumbing systems, drainage systems and sump pumps x — — (10)Electrical systems, mechanical systems Y — °— (11)Ballast and lamp replacement x — — (12)Heating, Ventilation and Air Conditioning (HVAC) systems X_ — (13)HVAC system replacement J `" 7 (14)Signs and lighting: - (a) Pylon x (b) Facia x (c) Monument (d) Door/Suite X. (e) Other: Y- x_ (15)Extermination and pest control, excluding wood-destroying insects. A (16)Fences and Gates x (17)Storage yards and storage buildings — x (18)Wood-destroying insect treatment and repairs XI (19)Cranes and related systems X (20) On-site utllities X (21) (22)All other items and systems. D. Repair Persons: Repairs must be completed by trained, qualified, and insured repair persons. (TXR-2101)4-1-14 Initialed for Identification by Landlord: , ,and Tenant: , Page 8 of 15 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 yoww.zipLoaix corn Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A I . ""' q,.rvice Contract: If Tenant maintains the HVAC system under Paragraph 15C(12), Tenant r1 is __I is nu, ._ , ^+ain. at its expense, a regularly scheduled maintenance and service contract for the HVAC system. -- •nrl service contract must be purchased from a HVAC maintenance company that regularly prov,u— -`- +n similar properties. If Tenant fails to maintain a required HVAC maintenance and service contrau, ,,, " "—..c during this lease, Landlord may do so and Tenant will reimburse Landlord for the expense ot amu,,,. - n•,r1 service contract or Landlord may exercise Landlord's remedies under Paragraph 20. r r'nmmon Areas: Landlord will maintain any common areas in the Property in a manner as Landlord ' in the best interest of the Property. Landlord will maintain any elevator and signs in the common arca. -", nae the size, dimension, and location of any common areas, provided that such change does FRJL ....... .- T..Want's use and access to the leased premises. Tenant has the non-exclusive license to use the corn,,._. ---,nonce with Landlord's rules and regulations. Tenant may not solicit any business in the common aro,.... --'L' an other person's right to use the common areas. This paragraph does not apply if Paragraph 2A(41 ap ,.__ 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. `- RPnair: Landlord must make a repair for which Landlord is responsible within a reasonable perioa ur -+ nrnvides Landlord written notice of the needed repair. If Tenant fails to repair or maintain an tern r,,, -` ic responsible within 10 days after Landlord provides Tenant written notice of the needed repair Ur ' -^dinrd may: (1) repair or maintain the item, without liability for any damage or loss to Tenant, anu , --liately reimburse Landlord for the cost to repair or maintain; or (2) exercise Landlord's remedies unaei , ..._ 16. ALTERATIONS: such consent not to be unreasonably A. Tenant maynot alter (includingmakinganywithheld,conditioned or delayed. penetrations to the roof, exterior walls or/foundation), improve, or add to the Property or the leased premises without Landlord's written consent.ILandlord will not unreasonably withhold consent for the Tenant to make reasonable non-structural alterations, modifications, or improvements to the leased premises. cxxxx Rk ciitkilxiMiNARk?faltx 4t4t4dkcsikkig1/4§5C cSd tlfZ iMAIM yi NA RARIt itkRtdcxx xxxkomatta Meor atmobot6oboodtmot cxieesottaxigkzoogirxx ocmooactgl yiNgxvfoan9otukxxrmcklaxxx xxxx3veYM-WWWW44(4 IWAMC L90914P W4W JWW9goiikkniN25644 +6444W 166NA C. If a governmental order requires alteration or modification to the leased premises, the party obligated to maintain and repair the item to be modified or altered as designated in Paragraph 15 will, at its expense, modify or alter the item in compliance with the order and in compliance with Paragraphs 16A and 17. D. Any alterations, improvements, fixtures or additions to the Property or leased premises installed by either party during the term of this lease will become Landlord's property and must be surrendered to Landlord at the time this lease ends, except for those fixtures Landlord requires Tenant to remove under Paragraph 11 or 14 or if the parties agree otherwise in writing. 17. LIENS: Tenant may not do anything that will cause the title of the Property or leased premises to be encumbered in any way. If Tenant causes a lien to be filed against the Property or leased premises, Tenant will within 20 days after receipt of Landlord's demand: (1) pay the lien and have the lien released of record; or (2) take action to discharge the lien. Tenant will provide Landlord a copy of any release Tenant obtains pursuant to this paragraph. 18. LIABILITY: To the extent permitted by law, Landlord is NOT responsible to Tenant or Tenant's employees, patrons, guests, or invitees for any damages, injuries, or losses to person or property caused by: (TXR-2101)4-1-14 Initialed for Identification by Landlord: , , and Tenant: , Page 9 of 15 Produced with zipFormE'by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLooix.com Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A A. an act, omission, or neglect of: Tenant: Tenant's agent: Tenant's guest: Tenant's employees: Tenant's patrons: Tenant's invitees: caloopottartionzoboodbecEareciam B. fire, flood, water leaks, ice, snow, hail, winds, explosion. smoke, riot, strike, interruption of utilities, theft, burglary, robbery, assault, vandalism, other persons, environmental contaminants, or other occurrences or casualty losses. 19. INDEMNITY: Each party will indemnify, defend, 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. If, however, Landlord's non-compliance reasonably requires more than 30 days to cure, Landlord will not be in default if the cure is commenced within the 30-day period and is diligently pursued. B. If Landlord does not actually receive at the place designated for payment any rent due under this lease within 10 days atter written notice tenant will be in default. If Tenant fails to comply with this lease for any other reason within 30 days after Landlord notifies Tenant of its failure to comply, Tenant will be in default. If, however, Tenant's non-compliance reasonably requires more than 30 days to cure, Tenant will not be in default if the cure is commenced within the 30-day period and is diligently pursued. C. If Tenant is in default, Landlord may, with at least 3 days written notice to Tenant: (i) terminate this See lease, or (ii) terminate Tenant's right to occupy the leased premises without terminating this lease and Special xorapeopedvateaddneoiloodginlxxxxxxxyzdalaoduzing>tiraxxxxoutmotrupottkitutummatoyxxxxmcmtverimotx Provisions Landlord will attempt to mitigate any damage or loss caused by Tenant's breach by using commercially reasonable means. If Tenant is in default, Tenant will be liable for: (1) any lost rent; (2) Landlord's cost of reletting the leased premises, including brokerage fees, advertising fees, and other fees necessary to relet the leased premises; (3) repairs to the leased premises for use beyond normal wear and tear; (4) all Landlord's costs associated with eviction of Tenant, such as attorney's fees, court costs, and prejudgment interest; (5) all Landlord's costs associated with collection of rent such as collection fees, late charges, and returned check charges; (6) cost of removing any of Tenant's equipment or fixtures left on the leased premises or Property; (7) cost to remove any trash, debris, personal property, hazardous materials, or environmental contaminants left by Tenant or Tenant's employees, patrons, guests, or invitees in the leased premises or Property; (8) cost to replace any unreturned keys or access devices to the leased premises, parking areas, or Property; and (9) any other recovery to which Landlord may be entitled under this lease or under law. 21.ABANDONMENT, INTERRUPTION OF UTILITIES, REMOVAL OF PROPERTY, AND LOCKOUT: Chapter 93 of the Texas Property Code governs the rights and obligations of the parties with regard to: (a) abandonment of the leased premises; (b) interruption of utilities; (c) removal of Tenant's property; and (d) "lock-out" of Tenant. 22. HOLDOVER: If Tenant fails to vacate the leased premises at the time this lease ends, Tenant will become a tenant-at-will and must vacate'the leased premises immediately upon receipt of demand from Landlord. No holding over by Tenant, with or without the consent of Landlord, will extend this lease. Tenant will (TXR-2101)4-1-14 Initialed for Identification by Landlord: , ,and Tenant: Page 10 of 15 Produced with zipForrn by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 y✓ww zioLoaix.co n Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A indemnify Landlord and any prospective tenants for any and all damages caused by the holdover. Rent for any holdover period will be 150% of the base monthly rent plus any additional rent calculated on a daily basis and will be immediately due and payable daily without notice or demand. 23. LANDLORD'S LIEN AND SECURITY INTEREST: f" l.'.t.t.t -.♦/v.t .14-4 a.a,,;; " Ia11A.11�r.11143•krt-�lit• • ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦1♦♦♦♦.4alia 01144♦♦♦.♦•,♦♦♦ ♦ ♦•Mitt 1♦♦♦♦♦♦♦♦ 1 -�/ �11)altkut• i�3•3ti��♦�,Ml�ltar=�-�t=urtlt)-�il=tth(tlt/it�triti�e-�tltJ•)Ott=�;•=�t�l•IM�'ae-�1•l�r)w�at•1•� ♦t� ti; •_ i••?;+*_Lta.7iiq�t71,ir t�r.,ir4i!�t71: 1 X111• i�l�t;7 :Poitom lFll" !1. !► i 41'14,V 41•1c./♦11! 41-.414' "`♦ ►l': I♦Vr♦i-♦t.,, :tit•t4.♦: l-I .7.►l .2444t♦!r►v'b'1.1!: 1l1•4", .i..." '1'4144 UterstroncieceimactottoccoOovancluotakiDodeoc such consent not to be unreasonably withheld,conditioned or delayed. 24.ASSIGNMENT AND SUBLETTING: Landlord may assign this lease to any subsequent owner of the Property. Tenar,t 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-9g-days_ Landlord may-rewire-Tenant in the-Property, provided that-the-othe��sation is. a;-in--size-or larger than-the-leased-premises--thenupied- by-Tenant-and contains--similar--leasehold-improvements. Landlord--will--pay-Tenant% reasonable out-ofapocket-moving-expenses for moving-to-the-other-location: "Moving expenses'--means reasonable expensev ofessional mover&.-utility-cocnpanie€rfc nr cenRection-and-disconnection-fees, wiring companies for connecting-and-disconnecting- t! equipment-required-by-the-relocation, and printing-companies-for reprinting Tenant's stationary-and business ^ ation-of-Tenant-will-not change or affect any-other-provision of this-lease-that is then in effecincluding rent and reimbursemamounts,-.except4lia description of the suite or unit-number-will automatically-be-amended. 5i B. Landlord may not require Tenant to relocate to another location in the Property without Tenant's prior consent. 26. SUBORDINATION: See special provisions 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 (f* ecrigiotaxebe stuatannessexaseariaboa nifeotimgothenteeearkpnerni nR pea cx shall B. Tenant Dmixtxfaxi6503aiacl, 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 find Tenant's rights under this lease are recognized by the lien-holder. reasonably 27. ESTOPPEL CERTIFICATES 810:110X04PCXXD (gRIMIXXx A. Within 10 days after receipt of a written request from Landlord, Tenant will execute and deliver to Landlord an estoppel certificate that identifies the terms and conditions of this lease. (TXR-2101)4-1-14 Initialed for Identification by Landlord: , , and Tenant: Page 11 of 15 Produced with zipFormb by zipLogiz 18070 Fifteen Mile Road,Fraser,Michigan 48026 www ziDLoouc.com Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A I X FPfdG'4 i)► ♦ - ♦. z •c •t_XWNW • t,••ne• •p. t.C,i R9'cLAiii01X xx lr4.IS1r K li, 14,1•l. )(74)114V'J1„1.�! 1*l'rl l ' 1l":0;-. 1..4 l . �itAl itVil �)+i-I!1.1 �fl 13 X1!:1-i xX 44i•••• jar �tS-S r • �•� ♦♦ ♦♦ 1 l i; r rvv i•♦'Vii•♦ 4.•;t+.• ♦♦ 28. CASUALTY LOSS: A. Tenant must immediately notify Landlord of any casualty loss in the leased premises. Within 20 days after receipt of Tenant's notice of a casualty loss, Landlord will notify Tenant if the leased premises are less than or more than 50% unusable, on a per square foot basis, and if Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss. B. If the leased premises are less than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord will restore the leased premises to substantially the same condition as before the casualty. If Landlord fails to substantially restore within the time required, Tenant may terminate this lease. C. If the leased premises are more than 50% unusable and Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty, Landlord may: (1) terminate this lease; or (2) restore the leased premises to substantially the same condition as before the casualty. If Landlord chooses to restore and does not substantially restore the leased premises within the time required, Tenant may terminate this lease. D. If Landlord notifies Tenant that Landlord cannot substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss, Landlord may: (1) choose not to restore and terminate this lease; or (2) choose to restore, notify Tenant of the estimated time to restore, and give Tenant the option to terminate this lease by notifying Landlord within 10 days. E. If this lease does not terminate because of a casualty loss, rent will be reduced from the date Tenant notifies Landlord of the casualty loss to the date the leased premises are substantially restored by an amount proportionate to the extent the leased premises are unusable. 29. CONDEMNATION: If after a condemnation or purchase in lieu of condemnation the leased premises are totally unusable for the purposes stated in this lease, this lease will terminate. If after a condemnation or purchase in lieu of condemnation the leased premises or Property are partially unusable for the purposes of this lease, this lease will continue and rent will be reduced in an amount proportionate to the extent the leased premises are unusable. Any condemnation award or proceeds in lieu of condemnation are the property of Landlord and Tenant has no claim to such proceeds or award. Tenant may seek compensation from the condemning authority for its moving expenses and damages to Tenant's personal property. 30. ATTORNEY'S FEES: Any person who is a prevailing party in any legal proceeding brought under or related to the transaction described in this lease is entitled to recover prejudgment interest, reasonable attorney's fees, and all other costs of litigation from the nonprevailing party. 31. REPRESENTATIONS: A. Tenant's statements in this lease and any application for rental are material representations relied upon by Landlord. Each party signing this lease represents that he or she is of legal age to enter into a binding contract and is authorized to sign the lease. If Tenant makes any misrepresentation in this lease or in any application for rental, Tenant is in default. B. Landlord is not aware of any material defect on the Property that would affect the health and safety of an ordinary person or any environmental hazard on or affecting the Property that would affect the (TXR-2101)4-1-14 Initialed for Identification by Landlord: , and Tenant: Page 12 of 15 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLooix.corrt Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A health or safety of an ordinary person, except: C. Each party and each signatory to this lease represents that: (1) it is not a person named as a Specially Designated National and Blocked Person as defined in Presidential Executive Order 13224; (2) it is not acting, directly or indirectly, for or on behalf of a Specially Designated and Blocked Person; and (3) is not arranging or facilitating this lease or any transaction related to this lease for a Specially Designated and Blocked Person. Any party or any signatory to this lease who is a Specially Designated and Blocked person will indemnify and hold harmless any other person who relies on this representation and who suffers any claim, damage, loss, liability or expense as a result of this representation. 32. BROKERS: A. The brokers to this lease are: Principal Broker. Newmark Knight Frank Cooperating Broker: Agent: Rob Stillwell and Greg Marconi Agent: Address: 1700 Post Oak Blvd,Suite 250.2 BLVD Place Address: Houston,TX 77056 Phone&Fax: 713.599.5182/713.599.5190 Phone&Fax: E-mail: rstillwell(angkf.com/gmarconi(a�ngkf.com E-mail: License No.: 398639/613453 License No.: Principal Broker: (Check only one box) Cooperating Broker represents Tenant. represents Landlord only. x represents Tenant only. is an intermediary between Landlord and Tenant. B. Fees: !Al (1) Principal Broker's fee will be paid according to: (Check only one box). x (a) a separate written commission agreement between Principal Broker and: _ Landlord x Tenant. H (b) the attached Commercial Lease Addendum for Broker's Fee (TXR-2102). LI (2) Cooperating Broker's fee will be paid according to: (Check only one box). _ (a) a separate written commission agreement between Cooperating Broker and: _Principal Broker— Landlord_Tenant. (b) the attached Commercial Lease Addendum for Broker's Fee (TXR-2102). 33. ADDENDA: Incorporated into this lease are the addenda, exhibits and other information marked in the Addenda and Exhibit section of the Table of Contents. If Landlord's Rules and Regulations are made part of this lease, Tenant agrees to comply with the Rules and Regulations as Landlord may, at its discretion, amend from time to time. 34. NOTICES: All notices under this lease must be in writing and are effective when hand-delivered, sent by mail, or sent by facsimile transmission to: Landlord at: City of Port Arthur Section 4A Economic Development Corporation Address: 501 Procter,Suite 100, Port Arthur,TX 77640 (TXR-2101)4-1-14 Initialed for Identification by Landlord: , , and Tenant: , Page 13 of 15 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www,zioLoaix.coni Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A Phone: Fax: and a copy to: Address: Phone: Fax: U Landlord also consents to receive notices by e-mail at: Tenant at toot X Motiva Enterprises LLC Attn:Jay Hall AND and a copy to: Motiva Enterprises LLC,Attn:Legal Department-Major Projects Organization Address: One Allen Center.500 Dallas Street.Houston,TX 77002 Phone: 713.427.3313 Fax: n Tenant also consents to receive notices by e-mail at: jay.hall(@motiva.com AND legal.maiorproiectsia7motiva.com 35. SPECIAL PROVISIONS: 1 .Tenant shall have the option to extend the Term for four(4)additional periods of six(6)months each by providing at least two (2)months prior written notice to Landlord. During each extended term,the Rent will be as set forth in Paragraph 4.A above. 2. Notwithstanding anything to the contrary contained in this lease, Tenant may leave stabilization and geogrid or similar improvement on the property at the end of the term of this lease.Tenant shall have no obligation to re-sod any grass or to perform any similar restoration of the leased premises at the end of the term of this lease;provided,however, if Tenant damages any landscaping or signage at the entrances to the leased premises existing as of the commencement date,Tenant shall restore such landscaping and/or signage as approved solely by Landlord. 3. Notwithstanding anything to the contrary contained in this lease, following any termination of this lease (or of Tenant's right of possession of the Property) by Landlord pursuant to Paragraph 20, Landlord's right to collect any rent attributable to the period following such termination ("Future Rents") shall be limited to the amount by which (1) such Future Rents, exceeds (2) the fair market rental value of the Property for such period,each of(1)and(2)being discounted to present value at a rate of six percent(6%)per annum. 4. Notwithstanding the terms of Paragraph 26, in no event shall this lease be subordinate to any lien, deed of trust or ground lease unless and until Tenant and the holder of such lien, deed of trust or ground lease have entered into a non-disturbance agreement reasonably acceptable to Tenant. 5. In the event of any conflict between these Special Provisions and the other terms of this lease,these Special Provisions shall govern and control 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. 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. (TXR-2101)4-1-14 Initialed for Identification by Landlord: , , and Tenant: , Page 14 of 15 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 Www.zioLoaix corn Commercial Lease concerning: +/-91.7 acres of land as depicted on Exhibit A G. Quiet Enjoyment: 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 Majeure: 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. Lmdbrd: City of Port Arthur Section 4A Tenant: Motive Enterprises LLC Economic Development Corporation By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Date: Title: Date: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Date: Title: Date: (TXR-2101) Page 15 of 15 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLoaix.con1 ii lir ' t{ Exhibit A: 11 d1. \ ` 4 �' t 1�. ' # p_ 1 POW CO if7YY 1 E IR lir lift So klituvLit- go L#.„,. wi ....wwwwwire 's 4-.4. or Ilea*4141114 • 4.- 4t1.786111 :F"1 a. _ f. i .... . p s , ,5, gi It i f ' Vi { f r i q0 1 1 - p M 1 i -� _ E.I_ f '41 Ei I. . Tract 1 : +/-91 .7 AC �� I / le iii - 4 }i jf 'r�7TErelScFc� - •r, f _ �fisj 'S i• lk 1 �. I i ce ' r 1 r :- Eess's._ � r' iI 1 �FF s� 1�: ' 1 .-- IT.' 1 I's d - i if t A S �, 1 fjl .. It! 1 11- Elk r wf=ix= _ ..IOil .ra • Iilt ..." •moi: \ i �, . . if-WO ..ur..rr t -WA •„ix 5 11 A r}7tOp1!Marra leash \. 1�f 4 •' 6 11:1r r Li 6.4 rot }: th� ,° di �' .,>* h it Pii.- 1 asarr..sha r. _ �...�__.�w.- t ,.;.;:-.--,4,:-.: L. .•+as -- '-s ♦.r i'-�� ::.-- .40-"''11''- - --- --r+-i.._. .•-►+.. ..... -- — - - ---- IF IS?* r IMMIr – I I ST lir niti.Mb I i 41 maZZA."<< o f.1 j ''fit„ I (I, 15IL i E p.1 II i 4) I i Ii 11! : II I . i II!, a p hF, i 1 li 1 i p 1 1 1 1I It 1 It;.- L 1.... __.,: -. 1 \ 1 1 -- FIRwts mu, r wmo#fRr r tla r uholazr�rb �3 i 4�,►x. &,74....M.isivi 47.1cLiwIzrzsp,...w.,7611.. raTa OR a Mai s.low - V wr./r.shr saw wer.P g.a.r....Ilk r• _ILIUM.. r,a a./•••.r p.'•�ti+f.......1..s r} 4 �'-• :. m 4.4•111110\1..s rash a•..s.a.sh..ta...r..1 Y �a Mk 1,....4........11 �n..nh 4 .4 rme.sh..a -,� afw�1t Of Y�..�[.�i La�r..W.ii..�srl i..r�� 11-2-2015 * Information About Brokerage Services TRECTexas law requires all real estate license holders to give the following information aboutNIT Y .Eu,,, �,�,��„,n,p11 brokerage services to prospective buyers, tenants, sellers and landlords. TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement.A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with, provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party, disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you,and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Newmark Knight Frank 537005 7136268888 Licensed Broker/Broker Firm Name or License No. Email Phone Primary Assumed Business Name Arispah Lispah Hogan 342405 Ihogan@ngkf.com 7134909994 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Rob Stillwell/Greg Marconi 398639/613453 rstillwell@ngkf.com/gmarconi@ngkf.com 7135995182/713-5995190 Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TABS 1-0