HomeMy WebLinkAbout2009-05-19-6:00PM-REGULAR
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BRAZOS COUNTY
BRYAN, TEXAS
NOTICE OF MEETING
AND AGENDA
BRAZOS COUNTY COMMISSIONERS COURT
THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR
SESSION ON 19 MAY 2009 AT 6:00 P.M. IN THE COMMISSIONERS COURTROOM
OF THE COUNTY ADMINISTRATION BUILDING, 200 SOUTH TEXAS AVENUE,
SUITE 106, BRYAN, "ITEXAS.
1. Invocation and Pledge of Allegiance - Commissioner Wassermann.
2. Call for citizen's input and/or concerns.
Consider and take action on agenda items 3 - 15:
3. Budget Amendment 08,109 - 32.1.
4. Personnel Change of Status.
5. Payment of Claims-
6. Retail Lease Agreement for property in the 291h Street Medical Plaza located at 3030
East 29`' Street in Bryan, TX for the relocation of sonic offices during the courthouse
renovation (previous/, fabled.
7. Architect Services Contract with Jim Singleton Architects for the phase 11 expansion of
the Expo Complex.
8. " Change Order with Kling Engineering in the amount of 548,000.00 for additional costs
of the Expo Complex improvements.
Office of the County Judge • 200 South Texas Ave. • Suite 332 • Bryan, Texas 77803 • Fax: (979) 361-4503
VOL lal PAGE q5
Commissioners Conn Agenda
19 Mae 2009
1'age 2
9. Request from the Precinct 1 Constable's Office for permission to purchase E-citation
Ticket Writers from Brazos Technology Corp.
10. Commissioners Court minutes for the following 2009 dates:
a.. 7 April Regular Meeting c. 21 April Rcgular Meeting
b. 14 April Regular Mecting f. 28 April Regular Mecting
c. 17 April Special Meeting
11. Tax Refund Applications for the following:
a. William Paul & Virgic Kentpenski c. Gene Gamer
b. Mary Ellen Ford f. Gary L. & Deborah A. Weiman
c. Betty Jo Meece g. Jeffrey Earl & Jodie Lynn Warner
d. Joy Pottery It. Kenneth & Faye Smith
12. Permission to add Ingram, Wallis & Co., P.C. to Brazos County's list ol'vendors who
are exempt from competitive bidding for FY09 as per Statute 262.024(a)(4).
13. Special Warranty Decd from John W. Easley, Jr. and wife Kimberly M. Easley for
improvements to Oak Lake Road located in Precinct 2.
14. Payment authorization in the amount of 5414.50 to Texas Print and Copy for letterhead,
envelopes and post cards for the 361" District Court; a purchase order was not obtained
in advance.
15. Payment authorization in the amount of 57935 to the LaSalle Hotel for lodging of a
witness who testified in the St. vs. Uzoma Anwneke trial; an additional night was
needed for her to complete her testimony.
16. Announcement of interest items and possible future agenda topics.
17. Call for citizen input and/or concerns.
18. Agency % Board ! Committee reports by Court members.
19. Adjourn
VOL_~)LI PAGE 9(Q
Commissioners Court Agenda
19 Mae 20119
i'age 3
PUBLIC COMMENDS
Public Comment during the Commission Meeting may be for all matters. both Oil and off tie agenda. and be limited to
four minutes per person. Persons are invited to submit comments in writing on the agenda items andlor attend and make
comment at the Commission meeting. Members of the public are reminded that the Brazos County Commissioners
Court is a Constiadio nul Court. with both judicial and legislative powers, created under Article V. Section I and Section
13 of the Texas Constitution. As a Constitutional Court, the Bravos County Commissioners Court also possesses the
power to issue a Contempt of Court Citation under Section 81.024 of the Texas Local Government Code. Accordingly,
mcnnbers of the public in attendance at any Regular, Special andlor Emergency meeting of the Court shall conduct
themselves with proper respect and decorum in speaking to, and/or addressing the Court; in participating in public
discussions before the Court; and in all actions in the presence of the Court. Those members of the public who are
inappropriately attired andlor who do not conduct themselves in an orderly and appropriate manner will be ordered to
leave the meeting. Refusal to abide by the Court's Order and/or continued disruption of the meeting may result in a
Contempt of Court Citation.
It is not the intention of the Brazos County Commissioner Court to provide a public fortnn Cur the do ricaning of any
individual or group. Neither is it the intention of the Court to allow a member (or members) of the public to insult the
honesty anNor integrity of the Court, as a body, or any member or member., of the Court, or County employees.
individually or collectively. Accordingly, profane, insulting or threatening language directed toward the Court andlor
any person in the Court's presence andlor racial. ethnic or gender slurs nr epithets will not be tolerated. Violation of
these mks may result in the following sanctions:
1. cancellation of a speaker's time:
? removal from the Commissioners Court;
3. a Contempt Citation: and/or
4. such other and/or criminal sanctions as tray be authorized
under the Constitution, Statutes and Codes of the State (if Texas.
The County Commissioners Court can deliberate or take action only if a matter has been listed on an agenda properly
posted prior to the meeting. During the public comment period, speakers may address matters not listed on the published
agenda "tine Open Meeting Law does not expressly prohibit responses to public comments by the Cornntissioncrs Court.
However, responses from the County Judge or Commissioners to unlisted public comment topics could becorne
deliberation on a matter without notice to the public. I-o ensure the public has notice of all matters the Commissioners
Court will consider, the County Judge and/or Commissioners may choose not to respond to public comments, except to
correct factual inaccuracies, recite existing policy in response to an inquire or to ask that a matter be listed on a future
agenda. See Texas Open Meetings Act §531.042.
The County Administration Building is wheelchair accessible. Handicap parking spaces are available. Any request for sign
interpretive services must be made two working days before the meeting. To make arrangements, please call (9i9) 361-4102.
I ~ c(7
VOL KGE
COMMISSIONERS' COURT
REGULAR MEETING
MAY 19, 2009
A regular meeting of the Commissioners' Court of Brazos
County, Texas was held in the Commissioners Courtroom in the
Brazos County Administration Building, 200 South Texas Avenue,
in Bryan, Brazos County, Texas, beginning at 6:00 p.m. on
Tuesday, May 19, 2009 with the following members of the Court
present:
Randy Sims, County Judge, Presiding;
Lloyd Wassermann, Commissioner of Precinct 1;
Duane Peters, Commissioner of Precinct 2;
Kenny Mallard, Commissioner of Precinct 3;
Carey Cauley, Jr., Commissioner of Precinct 4,
Absent;
Karen McQueen, County Clerk.
The attached sheet contains the names of the citizens and
officials that were in attendance.
Commissioner Wassermann gave the invocation and led the
pledge of allegiance.
There was no citizen input/and or concerns.
The first matter before the Court was Budget Amendment
#08/09-32.1, which would transfer funds from Contingency to
Court Support Cost. On motion by Commissioner Peters, seconded
by Commissioner Wassermann, the Court voted unanimously to
Vol I a-1 Page q8
Commissioners Court meeting May 19, 2009 2
approve the budget amendment as submitted, a copy of which is
attached.
The Court proceeded to consider the change of status of
employees as submitted on the attached Personnel Action
Requests. On motion by Commissioner Wassermann, seconded by
Commissioner Peters, the Court voted unanimously to approve
the change of status as submitted.
The Court next considered the following Claims as
submitted by the County Treasurer for payment:
7062005 through 7062242
On motion by Commissioner Peters, seconded by Commissioner
Mallard, the Court voted unanimously to approve the Claims as
submitted.
The Court next considered a Retail Lease Agreement for
property in the 29th Street Medical Plaza located at 3030 East
29th Street in Bryan, Texas for the relocation of some offices
during the Courthouse renovation. The base rent cost is as
follows:
Period Calendar Base Rent
In moths Months per month
5-24 5-15-09 - 5-31-11 $6,785.90
25-36 6-01-11 - 5-31-12 $7,094.35
37-48 6-01-12 - 5-31-13 $7,402.80
49-60 6-01-13 - 5-31-14 $7,711.25
On motion by the County Judge, seconded by Commissioner Peters,
Vol 191 Page 99
Commissioners Court meeting May 19, 2009 3
the Court voted unanimously to approve the Retail Lease
Agreement and authorized the County Judge to execute the
documents. A copy is attached.
The next matter before the Court was consideration of an
Architect Services Contract with Jim Singleton Architects for
the Phase II expansion of the Expo Complex. The Architect will
provide architectural design drawings and structural,
mechanical and electrical engineer drawings to include As-
Builts. On motion by Commissioner Peters, seconded by
Commissioner Wassermann, the Court voted unanimously to approve
the contract and authorized the County Judge to execute the
document. A copy is attached.
The next matter before the Court was consideration of a
Change order in the amount of $48,000.00 to Purchase Order
09001363 issued to Kling Engineering for the Exposition center
Expansion. This change order would included changes to
Surveying, Engineering and add additional services. On motion
by Commissioner Peters, seconded by Commissioner Mallard, the
Court voted unanimously to approve the change order for
$48,000. A copy is attached.
The Court next considered a request form Precinct 1
Constable's Office for permission to purchase E-citation Ticket
Writers from Brazos Technology Corporation. Cost for the five
Vol PI Page 100
Commissioners Court meeting May 19, 2009 4
(5) mobile devices, software, hardware and paper is $20,490.00.
On motion by Commissioner Wassermann, seconded by Commissioner
Peters, the Court voted unanimously to approve the purchase.
The Court next considered approval of the minutes of the
Commissioners' Court meetings held in April 2009 on the
following dates:
Regular Meetings - 7th 14th 21sh 28th
Special Meeting - 17th
on motion by Commissioner Wassermann, seconded by Commissioner
Peters, the Court voted unanimously to approve the minutes as
submitted. Let it be noted that there is clerical error on the
agenda and that the Court approved items a,b,c,e,f. The letter
"d" was missing from the lettering.
The next matter for consideration was approval of tax
refund applications from the following individuals and/or
companies:
a) William Paul & Virgie Kempenski, Over Payment $2145.21
b) Mary Ellen Ford, Over Payment $100.00
c) Betty Jo Meece, over payment $25.00
d) Joy Pottery, over payment $14.13
e) Gene Garner, over payment $140.00
f) Gary L. & Deborah A. Weiman, payment in error $257.79
g) Jeffrey Earl & Jodie Lynn Warner, over payment $887.41
h) Kenneth & Faye Smith, over payment $621.76
On motion by Commissioner Wassermann, seconded by
Commissioner Peters, the Court voted unanimously to approve the
Vol X31 Page 101
Commissioners Court meeting May 19, 2009 5
tax refund applications. Let it be noted that there are
clerical errors on agenda item 11. Item "f", the refund should
go to Landamerica Tax & Flood Services rather than Gary L. &
Deborah A. Weiman, item "g" the refund should go to Jamye L.
Calkins rather than Jeffrey Earl & Jodie Lynn Warner, item "h"
the refund should go to Chase Home Finances rather than Kenneth
& Faye Smith.
The Court next considered an Exemption from Competitive
Bidding Requirements pursuant to Local Government Code, Section
262.024(a)(4) for Ingram, Wallis & Co., P.C. On motion by
Commissioner Peters, seconded by Commissioner Wassermann, the
Court voted unanimously to approve the Exemption of Competitive
Bidding Requirements for professional services.
The Court next considered acceptance of a Special Warranty
Deed for right-of-way on Oak Lake Road in Precinct 2. On
motion by Commissioner Peters, seconded by Commissioner
Mallard, the Court voted unanimously to authorize the County
Judge to accept on behalf of Brazos County a Special Warranty
Deed from John W. Easley, Jr. and wife Kimberley M. Easley for
the expansion and improvements to Oak Lake Road.
The next matter before the Court was consideration of a
payment authorization in the amount of $414.50 to Texas Print
and Copy for letterhead for the 361st District Court. On motion
Vol ~a l Page I Oa
Commissioners Court meeting May 19, 2009 6
by Commissioner Peters, seconded by the County Judge, the Court
voted unanimously to approve the payment authorization.
The Court next considered an payment authorization in the
amount of $79.35 to the LaSalle Hotel for lodging of a witness
who testified in a trial. The witness needed to stay an
additional night due to not finishing testimony at the end of
the second day in court. On motion by Commissioner Wassermann,
seconded by Commissioner Peters, the Court voted unanimously to
approve the payment authorization.
There were no announcements of interest items and
possible future agenda topics.
Under Agency/Board/Committee reports by Court members,
the following spoke:
Clyde Collins, Chief Deputy
a) There were 536 inmates in jail, 68 are
housed off site, 68 are on electronic
monitoring and 27 are pending for
monitoring.
Under Agency, Board, Committee reports by Court
members the following spoke:
Commissioner Mallard
a) Last week he made a trip to Washington D.C.
with the Chamber of Commerce.
There being no further business to come before the
Court, the meeting was adjourned.
Vol lal Page 103
The foregoing minutes of the Commissioners Court meeting held
May 19, 2009 have been examined and are approved in open Court
this the day of Jun e-/ 2009, in Bryan, Brazos
County, Texas
45enf
Randy Si s Lloyd Wassermann
County udge Commissioner, Precinct 1
Duane Peters Kenny Mallar
Commissioner, Precinct 2 Commissioner..4-rpcinctll~
~GC[L'-StcJC
Carey Cauley, Jr.
Commissioner, Precinct 4
Attest:
a n McQueen
County Cler
C
Vol pi Page o4
BRAZOS COUNTY COMMISSIONERS COURT
Meeting on .SU G , 2009 @ DID
61- ar-~
Name Organization / Department
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PAGE of _
VOL W -PAGE 10 5
1
Bt3
RAZOS COUNTY, TEXAS
BUDGET AMENDMENT(S) FOR THE 2008-2009 BUDGET YEAR
NO. 08/09 - 32.1
On this the 19'" day of May 2009 at a regular meeting of the Commissioners' Court, the following
members were present:
Randy Sims, County Judge, Presiding
Lloyd Wassermann, Commissioner, Precinct 1
E. Duane Peters, Commissioner, Precinct 2
G. Kenny Mallard, Commissioner, Precinct 3
Carey Cauley, Jr., Commissioner, Precinct 4
Karen McQueen, County Clerk
The following proceedings were held:
THAT WHEREAS, on 19 May 2009 the Court heard and approved a budget amendment for the
2008-2009 budget year for Brazos County, Texas; and
WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen
conditions which could not be reasonably included in the original budget adopted 19 September 2008, the
following amendment(s) to the original budget are hereby authorized, as described on the attached page(s).
ADOPTED AND APPROVED this the 19"' day of May 2009.
THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS.
By: ~d -
Rand ims, County Judge
Original: County Clerk's Office and
attached to the original budget
Copies: County Auditor
County Treasurer
County Budget Officer
Commissioners' Court Minutes
vol. PAGE 1010
BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
No. 08109 - 32.1
-3/1-mee9- 5J/t loq
FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease
0100 11001500 61130000 CR Contingency - General Fund 460,000.00
0100 11010000 71040000 DR Contract Placement 460,000.00
General Fund Contingency & Court Support Cost
To reallocate funds for additional contract placement to fund additional expenses to cover the remainder of fiscal year.
~m S
Piepared By ~ T ifj'
eW Ots.
,dat ~
~Couritylu a Approvals T" ,_~gDate
VOL ~ PAGE ~ d1
PERSONNEL
CHANGE OF STATUS REQUESTS
Commissioner Court Date: May 19, 2009
Department Submitting Information: Human Resources
Purpose of Submissions: Consider and Take Action on Change Requests
Department Submitting Employee Request Action Requested
Request(s) Applies To
County Auditor's Cao, Thao Other- Pay Increase
County Clerk Dotson, Amber New Hire
Juvenile Services Rice, Lenora Termination
Sheriff's Office -Jail Baudoin, Micah New Hire
Brown, Jeff New Hire
Williams, DeElla Reinstated Employee
Approved in Commissioners' Court: May19, 2009:
County Judge's or Commissioner's Signature:
(This Copy to be attached to minutes)
VOL P1 PauE 109
RETAIL LEASE AGREEMENT'
for
29TH STREET MEDICAL PLAZA
By and Between
GGE, LTD.
("Landlord")
and
BRAZOS COUNTY
("Tenant')
VOL Ill PAGE L OBI
INDEX TO RETAIL LEASE
GGE, LTD., LANDLORD AND
BRAZOS COUNTY, TENANT
SECTION Lease Page
LI The Leased Premises ..............................................................................................................................................1
1.2 Use ..........................................................................................................................................................................1
1.3 Usable Area ............................................................................................................................................................1
2.1 Base Rent l
3.1 Date And Place Of Payment l
32 Late Payments ........................................................................................................................................................1
3.3 Security Deposit .....................................................................................................................................................1
4.1 Term, Commencement, And Anniversary l
4.2 Aclmowlcdgment Of Lease .....................................................................................................................................1
4.3 Delivery Of Possession ...........................................................................................................................................1
5.1 Construction Obligations Of Landlord And Tenant ...............................................................................................2
6.1 Quiet Possession .....................................................................................................................................................2
7.1 Utilities And Services Paid For By Landlord .........................................................................................................2
7.2 Utilities And Services Paid For By Tenant .............................................................................................................2
7.3 Interruption Of Utilities Or Services ......................................................................................................................2
8.1 Maintenance And Repairs By Landlord .................................................................................................................2
8.2 Maintenance And Repairs By Tenant .....................................................................................................................2
8.3 Telecommunications Equipment ............................................................................................................................3
9.1 Access, Keys, Locks, And Security ........................................................................................................................3
9.2 Parking ...................................................................................................................................................................3
10.1 Occupancy, Nuisance, And Hazards .....................................................................................................................3
11.1 Taxes .....:..............................................................................................................................................................3
12.1 Insurance ..............................................................................................................................................................3
12.2 Waiver Of Subrogation .........................................................................................................................................4
12.3 Hold Harmless ......................................................................................................................................................4
13.1 Alterations By Tenant ...........................................................................................................................................4
13.2 Americans With Disabilities Act ..........................................................................................................................4
14.1 Removal Of Property By Tenant ..........................................................................................................................4
15.1 Subletting And Assignment ..................................................................................................................................5
16.1 Destruction By Fire Or Other Casualty ................................................................................................................5
17.1 Condemnation .......................................................................................................................................................5
18.1 Default By Landlord .............................................................................................................................................6
19.1 Default By Tenant ................................................................................................................................................6
20.1 Lien For Rent ........................................................................................................................................................7
21.1 Attorney's Fees, Interest, And Other Expenses .....................................................................................................7
22.1 Nonwaiver ............................................................................................................................................................7
23.1 Retail Center Rules ...............................................................................................................................................7
24.1 Transfer Of Ownership By Landlord ....................................................................................................................7
25.1 Mortgages .............................................................................................................................................................8
26.1 Surrender Of Premises ..........................................................................................................................................8
27.1 Holding Over ........................................................................................................................................................8
28.1 Signs And Retail Center Name .............................................................................................................................8
29.1 Notices ..................................................................................................................................................................8
30.1 Estoppel Certificates .............................................................................................................................................8
31.1 Successors ............................................................................................................................................................8
31.2 Leasing Agent Commissions ................................................................................................................................8
33.1 Representations And Warranties By Landlord .....................................................................................................9
34.1 Representations And Warranties By Tenant ......................................................................................_.................9
35.1 Place Of Performance ...........................................................................................................................................9
36.1 Miscellancous .......................................................................................................................................................9
37.1 Guaranty, ...............................................................................................................................................................9
372 Special Conditions ................................................................................................................................................9
38.1 Exhibit List ...........................................................................................................................................................9
39.1 Tenant Signature Requirements ............................................................................................................................9
39.2 Lease Dates And Authority To Sign .....................................................................................................................9
....................................................................................................................................................................Exhibit Page
Exhibit A: Site Location Map Of Tenant's Retail Space ......:.......................................................................................1
Exhibit B: Legal Description Of Retail Center .............................................................................................................2
Exhibit C: Proration Of Retail Center Operating Expenses ..........................................................................................3
Exhibit D: Acknowledgment Of Lease .........................................................................................................................4
Exhibit E: Description Of Landlord's Work And Tenant's Work, And Construction Procedures ................................6
Exhibit F-1: Retail Center Parking Rules .....................................................................................................................7
Exhibit F-2: Retail Center Rules ...................................................................................................................................8
Exhibit F-3: Retail Center Signage Rules And Criteria 10
Exhibit G: Estoppel Certificate 11
Exhibit H: Retail Lease Guaranty 13
Exhibit 1: Certificate Of Corporate Resolution 14
Exhibit J: Special Conditions 15
VOL I~ PAn I I~
RETAIL LEASE
29TH STREET MEDICAL PLAZA
This is a Lease Agreement together with the exhibits attached hereto, referred to as this "lease" made and entered
into between GGE, LTD, as "Landlord", and Brazos County, as "Tenant", whether one or more.
1.1. THE LEASED PREMISES. Landlord leases to Tenant, and Tenant leases from Landlord, the retail space
shown by hash marks on the site map in Exhibit A. Such space is located in the building on a pact of land, legally
described by lot and block in Exhibit B. The street address of the retail center is 3030 East 29' Street, Bryan, TX
77802.
As used in this lease, the term `retail center" shall mean the entire tract shown or described in the shopping center
site map and legal description referred to above, including all improvements thereon. The term "retail space" shall
mean the interior space of Suite 113 as shown by hash marks in Exhibit A. The term "common facilities" shall mean
the parking areas, lighting, sidewalks, driveways, loading areas, and other improvements commonly used by all
tenants, which will not include the retail space or any other retail space in the retail center. The term "leased
premises" shall mean Tenant's retail space, of which Tenant shall have exclusive use, and the common facilities, of
which Tenant shall have non-exclusive use.
1.2. USE. Tenant's retail space may be used only for the purpose of court and related services. The name of
Tenant's business in the retail space will be Brains County Courts.
1.3. USABLE AREA. Tenant's `usable area" is approximately 6,169 square feet. It is the retail space outlined
and shaded in Exhibit A. Such area is measured from the interior of the exterior walls and the exterior glass lines of
the building to the middle of the remaining perimeter walls of the retail space. This is in accordance with the BOMA
International Standard of Floor Measurement.
2.1. BASE RENT. Tenant shall pay to Landlord a base rent each calendar month as shown below. Thebase
rent isaddi6ea-to.ewast's profma sharp €thefetail-seateFSen+rx experses as provided in amgraph-92-1 E
Base Rent
Period Calendar Months per Calendar Month
Months 0.5-24 May 15, 2009-May 31, 2011 $6,785.90
Months 25 - 36 June 1, 2011 - May 31, 2012 $7,094.35
Months 37-48 Jane 1, 2012-May 31, 2013 $7,402.80
Months 49 - 60 lane 1, 2013 - May 31, 2014 $7,711.25
3.1. DATE AND PLACE OF PAYMENT. The monthly base rent shall be due on the first day of each calendar
month during the tern of this lease, beginning on the commencement dam of this lease, without demand or grace
period and shall be deemed as delinquent if not paid on that date. If the commencement date of this lease is other
than the first day of the month, the first month's rent payment shall be prorated and shall be due on such date, and
each subsequent monthly rent payment shall be due on the first day of the calendar month thereafter. All rent and
other sums payable to Landlord hereunder are due in the county where the retail center is located at the address
designated by Landlord from time to time. All sums due by Tenant are without right to offset or deduction. Monthly
base rent, and late payment charges shall be paid without notice or demand. All other sums shall be due upon
delivery of written notice in accordance with paragraph 29.1.
3.2. LATE PAYMENTS. If any rent payment or other sum due by Tenant to Landlord is received and accepted
by Landlord later than 5 days after its due date, Tenon[ shall pay a late charge of 10% of such rent payment or other
sum. Landlord's acceptance of late rent or other sum shall not operate to allow Tenant to pay the rent or other sum
late thereafter and shall not constitute a waiver of landlord's remedies for subsequent late payments. Late payment
charges are due immediately when incurred without notice or demand. All payments shall be made by check or
money order drown on a local bank, not cash. For each returned check Tenant shall pay all applicable bank charges
incurred by Landlord plus $25.00. Payments of any kind received by Landlord on behalf of Tenant may be applied
at Landlord's option to normal items first, then to rent Payment of rent by Tenant shall be an independent
covenant If Tenant has not timely paid rents and other sums due on two or more occasions, or if a check from
Tenant is returned for insufficient funds or no account, Landlord may for the next 12 months require that all rent and
other sums due be paid by cashier's check, certified check, or money order, without prior notice.
3.3. SECURITY DEPOSIT. This provision has been intentionally eliminated.
4.1. TERM, COMMENCEMENT, AND ANNIVERSARY. The initial lease term shall begin on the
commencement date and shall run through and until May 31, 2014. The lease commencement date shall be May 15,
2009. The annual anniversary date of this lease shall be the first day of June. The date rent commences shall be
May 15, 2009.
4.2. ACKNOWLEDGMENT OF LEASE. Within a reasonable time after the commencement of this lease,
Landlord and Tenant shall execute a recordable acknowledgment of this lease in the form of Exhibit D and which
will confirm the commencement date, the ending date, and the annual anniversary date of this lease, and usable
square footage in Tenant's retail space and in the retail center.
4.3. DELIVERY OF POSSESSION. Landlord shall deliver keys and possession of Tenant's retail space to
Tenant on the date Landlord's Work as described in Exhibit E is substantially complete, unless otherwise agreed in
291h Street Medical Plaza Page I of Lease Landlord
Filemame: Lease - Suite 11 s Coumyv3.doc Tenant
VOL ~~~PAGE tl
writing by the parties. Tenant shall not be liable for rent until Landlord delivers possession of the leased premises to
Tenant. If there is a delay in delivery of possession, rent shall be abated until Tenant's retail space is delivered to
Tenant, neither Landlord nor Landlord's agents shall otherwise be liable for any damages, and the lease shall not
terminate. By opening for business in the retail space, Tenant deemed to have accepted the leased premises in its
condition on such opening, subject only to Landlord's performance of the punch-list terms that remain to be
performed by Landlord, if any, under the terms of Exhibit E. Internal construction shall, to the extent "readily
achievable", comply with state and federal architectural barrier standards.
5.1. CONSTRUCTION OBLIGATIONS OF LANDLORD AND TENANT. Landlord shall have no
construction responsibilities for the building shell or common area improvements since same are already constructed.
With respect to the Tenant's Space; see Exhibit "E". Landlord may change, from time to time, traffic patterns,
parking space locations and pervious or impervious cover and the dimension, location, identity, and type of any
buildings comprising the retail center and may construct additional buildings or additional storage on existing
buildings, automatic teller machines, or other improvements at the retail center.
6.1. QUIET POSSESSION. If Tenant is current and in compliance with all Tenant's obligations under this
lease, Tenant shall be entitled to peaceful and quiet possession and enjoyment of Tenant's retail space, subject to the
terns and conditions of this lease. Tenant shall have access to the leased premises at all times except as provided
otherwise in paragraph 19.1 (b) regarding Tenant's retail space or except as denied by any applicable governmental
authority in case of an emergency or dangerous situation. Landlord shall make diligent efforts to have all other
tenants in the retail center comply with retail center rules referred to in paragraph 9.2 and 23.1. Otherwise, failure of
other tenants to comply with such rules shall not be considered a default by Landlord. Construction noise or
vibrations shall not be considered a default by Landlord.
7.1. UTILITIES AND SERVICES PAID FOR BY LANDLORD. Landlord shall in a timely and diligent
manner famish and pay for the utilities and services listed below, and no others.
(a) water and wastewater services for common facilities;
(b) trash dumpster service for common facilities, but not Tenant's retail space;
(c) electricity for common facilities;
(d) pest control services as determined by Landlord for common facilities;
(e) repair and maintenance services for common facilities; and
(t) other repair and maintenance services pursuant to paragraph 8.1.
7.2. UTILITIES AND SERVICES PAID FOR BY TENANT. Except for utilities and services provided by
Landlord in paragraph 7.1, Tenant shall furnish and pay for all utilities and services necessary for Tenant's retail
space, including trash dumpster service unless otherwise agreed by Landlord. Tenant shall timely pay for any
utilities which are individually metered or separately submetered for Tenant's retail space or specially connected to
Tenant's retail space by the utility company such as telephone, TV cable, etc. Service for individual meters which
only serve Tenant's retail space shall be in the name of Tenant. Utility company or contractor charges for
connecting or hooking up utilities to lines brought to Tenant's retail space shall be paid for by Tenant Any utilities
in the name of Landlord that are submetered for Tenant's retail space shall be billed to and paid by Tenant at
Landlord's average per unit cost (per KWH, cfs, gallon, etc.). Landlord agrees to provide Tenant copies of all
records and invoices reflecting utility charges on the submeters, if any. In the event of an overcharge, Landlord will
reimburse tenant for such overcharge.
7.3. INTERRUPTION OF UTILITIES OR SERVICES. Temporary interruption or malfunction of utilities,
services, and/or telephones shall not constitute a constructive eviction of Tenant or breach of any warranty or
covenant, render Landlord liable for damages (direct or consequential), rent abatements, or indemnity obligations, or
release any of Tenant's obligations under this lease. Landlord shall use diligent efforts to have such utilities and
services provided by Landlord restored as soon as reasonably possible, except as provided otherwise in paragraph
19.1(c)-
8.1. MAINTENANCE AND REPAIRS BY LANDLORD. Landlord shall act diligently to provide to the extent
determined by Landlord needed to maintain the retail center in its current condition for cleaning repair, maintenance
of common areas, reconnection of utilities and reinstatement of services to be provided by Landlord, landscaping of
common facilities, repair and maintenance of roofs, exterior walls (excluding glass), foundation, outside lighting, and
any exterior improvements serving other tenants in the retail center. Tenant hereby assigns to Landlord a right of
enforcement of all warranties and guaranties furnished to Tenant by manufacturers or installers of equipment in or
serving Tenant's retail space, to the extent legally possible. Landlord may temporarily close any part of the common
facilities if reasonably necessary for repairs or construction. Repairs and maintenance shall be in accordance with
applicable governmental requirements.
8.2. MAINTENANCE AND REPAIRS BY TENANT. Tenant shall am timely and diligently to maintain and
repair Tenant's exterior sign(s) and other exterior equipment exclusively serving Tenant's retail space and Tenant's
retail space in good, clean and habitable condition, including (a) FIVAC systems, hot water heaters, lighting, walls,
floors, ceiling, doors, hardware, and electrical and plumbing lines exclusively serving Tenant's retail space, (b)
equipment in Tenant's retail space, and (c) all other interior improvements. HVAC filters shall be replaced by
Tenant at intervals not to exceed three months, and trash and refuse shall be timely disposed of by Tenant.
Tenant's exterior signs, doors, plate glass, and windows shall be maintained, cleaned, and replaced by Tenant as
reasonably determined by Landlord, subject to sign replacement limitations imposed on Landlord in Exhibit F-3.
Landlord hereby assigns to Tenant a right of enforcement of all warranties and guaranties furnished to Landlord by
manufacturers or installers of equipment required m be maintained by Tenant, to the extent legally possible. Tenant
shall not damage or allow others to damage any portion of the leased premises. Landlord shall have the right, but not
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the obligation, to perform Tenant's repair and maintenance duties at Tenant's expense if Tem at fails to perform
them. Landlord's cost of repair and maintenance shall include 15% for overhead. Tenant shall promptly reimburse
Landlord for the cos[ of repair, maintenance, or replacement for which Tenant is liable under this lease or which is
caused by Tenant, Tenant's employees, franchisees, concessionaires, agents, contractors, family, or customers inside
Tenant's retail space or by Tenant or Tenant's employees, agents, or contractors outside Tenant's retail space.
Landlord may require advance payment therefor prior to repair or replacement. Landlord shall have the right of
prior approval of all contractors or personnel repairing or maintaining HVAC, electrical, plumbing, or structural
improvements in Tenant's retail space, but such approval not to be unreasonably withheld. If Tenant's workmen or
contractors repair, alter, or modify Tenant's retail space in the course of any repair or replacement, Tenant shall
warring that no mechanic or materialman's liens shall be filed against the leased premises. All work shall be in
accordance with applicable governmental requirements.
8.3. TELECOMMUNICATIONS EQUIPMENT. All telecommunications equipment necessary to some Tenant
shall be located in Tenant's retail space and shall be paid for by Tenant.
9.1. ACCESS, KEYS, LOCKS, AND SECURITY. (a) Access. Tenant shall have access to Tenant's retail
space at all times, except as provided otherwise in paragraph 19.1(b) or except as denied by any applicable
governmental authority in case of an emergency or dangerous situation. Landlord shall have access to Tenant's retail
space at reasonable times for reasonable business purposes during Tenant's business hours or upon reasonable prior
notice to Tenant Tenant must contest the reasonableness of any notice given within 24 hours after receiving such
notice.
(b) Keys. Landlord shall not keep a key to the exterior doors to Tenant's retail space.
(c) Locks. If locks to the retail space are changed, Landlord may specify type and brand of locks, placement,
installation, master key compatibility, etc. Tenant shall notify Landlord in writing of any lock change made by
Tenant.
(d) Security. Landlord shall have a right, but not a duty, to provide security service unless expressly provided
otherwise in this lease. Tenant shall lock its retail space doors when the last person leaves such retail space for the
day. Landlord shall have no duty to provide any security equipment, devices or services of any kind unless expressly
provided in this lease. Landlord shall not be liable to Tenant or Tenant's employees, family, customers, invitees,
contractors, or agents for injury, damage, or loss to person or property caused by criminal conduct of other persons,
including theft, burglary, assault, vandalism or other crimes, whether or not any security equipment, device or service
is provided by Landlord.
(e) Fire or Water Damage Emergency. In the event of fire, smoke, suspected waterline break, or any other
event which leads Landlord to believe that damage to property or persons may be occurring within Tenant's retail
space. Landlord may enter Tenant's retail space by whatever means is necessary under the circumstances and shall
notify Tenant as soon m possible after such emergency. Landlord, however shall have no duty to enter Tenant's
retail space under any such circumstances.
9.2. PARKING. Landlord shall have sole control over parking. Parking rules are contained in the retail center
roles in Exhibit F-1. If vehicles are parked in violation of landlord's parking rules or in violation of state statutes,
Landlord may exercise vehicle removal remedies upon compliance with statutory notice.
10.1. OCCUPANCY, NUISANCE, AND HAZARDS. Tenant's retail space shall be used for Tenant's business
and shall not be left entirely vacant or used entirely for storage. Tenant and Tenant's agents, employees, family,
licensees, and contractors shall comply with all federal, state, and local laws, orders, rules, and regulations relating to
the use, condition or occupancy of the leased premises or to any criminal conduct while such persons are on the
leased premises. Tenant shall conduct its business in the retail space and shall control its agents, employees, family,
licensees, contractors and invitees in such a manner so that none of the persons listed above, whether acting on
behalf of Tenant or on their own behalf shall (1) use or permit the use of the leased premises for any activity
dangerous to life or property, (2) permit any nuisance, (3) disturb the quiet enjoyment of other tenants in the retail
center, (4) cause offensive odors or fumes, (5) make undue noise or vibrations, (6) permit anything which would
cancel coverage or increase rates for insurance on the building in which the retail space is located or its contents, (7)
otherwise damage the leased premises, (8) unreasonably interfere with Landlord's management of the retail center.
11.1. TAXES. Landlord shall timely pay all taxes on the retail center land and buildings. Tenant shall timely pay
all taxes against Tenant's furniture, equipment, fizmres, or other personal property in Tenant's retail space.
12.1. INSURANCE. Landlord and Tenant shall comply with the respective insurance obligations m set forth
below:
(a) Landlord. Landlord shall maintain (l) fire and extended coverage insurance, including vandalism and
malicious mischief, on the retail center (excluding plate glass insurance), and (2) comprehensive general liability
insurance. The amounts shall be as required by Landlord's mortgagee or as Landlord may deem appropriate,
whichever is greater. Any deductible shall be paid by the tenant who is at fault as determined by the local fire or
police authorities having jurisdiction over the retail center. Landlord shall have no responsibility to maintain fire and
extended coverage insurance on Tenant'S trade fixtures, inventory or other property located in its retail space, any
other contents of the retail space or any property of Tenant or any other person located anywhere on the retail center.
The portion of Landlord's insurance premiums for such insurance that is reasonably due to Tenant's acts or
omissions or Tenant's special use, improvements, or tenant finish-out shall be paid for by Tenant in accordance with
Exhibit C.
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(b) Tenant. Tenant shall provide Tenant's own public liability insurance for its operations on the leased
premises in an amount equal to the minimum "primary coverage" amount required by Tenant's insurance carrier as a
condition for purchasing umbrella liability insurance by Tenant. In no event shall such coverage be less than
$1,000,000. Upon written notice by Landlord to Tenant, such dollar amount of Tenant's liability policy shall be
increased by the amount of an increase required by Tenant's carrier for "primary coverage" under an umbrella
liability policy. Tenant is encouraged to maintain fire and extended coverage insurance (including vandalism and
malicious mischief) on the contents in Tenant's retail space, including fixtures, furniture, equipment, supplies,
inventory, and other personal property. Such property is not covered by Landlord's insurance and Tenant hereby
expressly releases Landlord from any and all liability, except landlord's negligence, for any damage to the contents
in Tenant's retail space.
(c) Insurance certificates. Tenant shall provide Landlord with a certificate of Tenant's insurance as required
above within 7 days after Tenant initially occupies Tenant's retail space or any portion thereof. Landlord and
Landlord's managing agent (if any) shall be named as certified holder on Tenant's liability insurance policy. Upon
written request by Landlord, changes in the name of Landlord or Landlord's managing agent shall be reflected on
such certificate.
(d) Notice from Tenant's Insurance Carrier. All policies of insurance to be provided by Tenant shall contain a
provision (to the extent legally permitted) that the insurance company shall give Landlord 15 days' notice in writing
in advance of any cancellation or non-renewal of the policy, any reduction in the policy amount, and any deletion of
additional insured.
12.2. WAIVER OF SUBROGATION. If waiver of subrogation is not contained in the form language of the
insurance policy, Landlord and Tenant may require that the other party's fire, casualty, or liability insurance policy
contain a waiver of subrogation clause. For purposes of waiver of subrogation, Landlord and Tenant release each
other and their respective officers, directors, employees, and agents from any claims for loss, damage, or injury
insured against under insurance policies carried by Landlord and Tenant. The foregoing shall not apply to losses,
damages, or injuries that are in excess of policy limits or that are not covered due to a deductible clause in the policy.
Upon written request, Landlord and Tenant shall furnish to each other copies of the policies of insurance referred to
in this lease or satisfactory evidence of same.
12.3. HOLD HARMLESS. Tenant shall indemnify Landlord for and shall hold Landlord hamdess from all
reasonably foreseeable fines, claims, liabilities, and suits (including costs and expenses of defending against same)
made by another party against Landlord resulting from any breach or nonperformance of this lease by Tenant or from
any grossly negligent act or omission or intentional misconduct of Tenant's agents, employees, family or licensees,
occurring on or in regard to the retail center or this lease. Landlord shall indemnify Tenant for and shall hold Tenant
harmless from all reasonably foreseeable fines, claims, liabilities, and suits (including costs and expenses of
defending against same) resulting from any breach or nonperformance of this lease by Landlord (unless damages for
such breach or nonperformance are expressly limited by this lease) or from any grossly negligent act or omission or
intentional misconduct of Landlord's agents, employees, family, licensees, occurring on or in regard to the retail
center or this lease. Landlord and Tenant shall not be liable to the other or the other's agents, employees, or family
for any damage to personal property resulting from any act, omission, or negligence of any other tenant or occupant
(lawful or unlawful) of the retail center, except as expressly provided otherwise in this lease.
13.1. ALTERATIONS BY TENANT. Tenant may not make any alterations, improvements, or other
modifications of any kind to the leased premises without Landlord's written consent. Consent for governmentally
required changes may not be unreasonably withheld. "Alterations" include structural changes, roof and wall
penetrations, and all plumbing, electrical, and HVAC changes. Landlord's approval of alterations may not be
unreasonably withheld. Request for Landlord's approval of alterations shall be in writing and shall be detailed to
Landlord's reasonable satisfaction. Tenant shall pay in advance for any requested alterations which are approved by
Landlord and performed by Landlord. If same are performed by Tenant with Landlord's approval, Tenant shall not
allow any liens to be placed against the leased premises as a result of such alterations. Alterations shall comply with
all applicable laws. Changes in Tenant's alterations in Tenant's space which may be later required by governmental
actions shall also be paid by Tenant.
13.2. AMERICANS WITH DISABILITIES ACT. Landlord shall be responsible for any requirements under the
Americans with Disabilities Act or similar state or local laws as such laws relate to any entrance and exit doorways
to and from the leased premises and to structural building items that Landlord is required to maintain under the terms
of this lease. Landlord agrees to indemnify Tenant for any liability Tenant shall incur as a result of Landlord's
failure to comply with the provisions of this paragraph. Tenant agrees to cooperate fully with Landlord to enable
Landlord to timely comply with the provisions of this paragraph and to immediately forward to Landlord any notice
Tenant receives regarding complaints, inquiries, or claims by anyone claiming that those items which are the
responsibility of Landlord do not comply with the provisions of the Americans with Disabilities Act. Tenant shall be
responsible for any requirements under such arehitectaml barrier laws as they relate to modification to Tenant's retail
space or to Tenant's use of the leased premises, including, but not limited to, the positioning of Tenant's furnishings '
within the retail space. Tenant agrees to indemnify Landlord for any liability Landlord shall incur as a result of
Tenant's failure to comply with the provisions of this paragraph.
14.1. REMOVAL OF PROPERTY BY TENANT. Tenant may remove its trade fixtures, furniture, and
equipment only if (1) such removal is made prior to the end of the lease term, (2) Tenant is not in default under this
lease at time of removal, and (3) such removal is not in anticipation of an early moveout prior to the end of the lease
term. Tenant shall pay all costs of removal. Tenant shall have no rights to property remaining on the leased
premises after move-out. Tenant may not remove any alterations as defined in paragraph 13.1 or improvements such
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as wall-to-wall carpeting, book shelves, window coverings, drapes, cabinets, paneling, counters, kitchen or
breakroom built-ins, shelving, wall covering, and anything else attached to the floor, walls, or ceilings, all of which
shall become the property of Landlord upon the expiration of lease term. If landlord requests in writing, Tenant
shall, immediately prior to moving out, remove any alterations, fixtures, equipment, and other property installed by
Tenant. Tenant shall pay for cleaning or repairing damage caused by Tenant's removal of any property.
15.1. SUBLETTING AND ASSIGNMENT. Tenant may not sublet, assign, pledge, or mortgage this lease and
may not grant licenses, commissions, or other rights of occupancy to all or any part of the leased premises without
Landlord's prior written approval. Sale, transfer, or merger of the majority of the voting shares or voting interests in
Tenant (if a corporation or partnership) shall be considered an assignment whether made in one or more transactions;
likewise for issuance of treasury or other non-outstanding stock or removal of a limited liability company general
partner. Landlord shall not he obligated to approve any sublease or assignment. However, if Landlord gives such
approval, Landlord shall be entitled to (1) 50% of any excess between Tenant's rent per square foot under the lease
and the rent per square foot under the sublease or assignment, and (2) 50% of any other consideration flowing
directly or indirectly from the sublessee or assignee to Tenant or Tenant's agents. The foregoing is in consideration
of additional management performed or to be performed by Landlord under such sublease or assignment. In addition
to the foregoing, Landlord may charge Tenant a one-tine fee equal to one month's base rent for such additional
administrative, investigative, and management services related to a request for approval by Landlord of any proposal
sublease or assignment Except as expressly otherwise agreed by Landlord in writing Tenant shall remain primarily
liable, on a joint and several basis for all the terms of this lease not withstanding that Landlord has approved any
sublease or assignment, and violations of this lease by sublessees or assignees shall be deemed a violation by Tenant,
except that Tenant shall be entitled to the same notice and opportunity to cure, if any, that Landlord is required to
give any sublessee or assignee before exercising Landlord's remedies against such party. This paragraph shall not
apply to any department, agency or division of Brazos County that may relocate to the premises.
Approval by Landlord of any sublease or assignment shall not constitute approval for subsequent subletting or
assignment. Sublessees or assignees shall be liable for all of Tenant's obligations under this lease unless otherwise
specified in writing. Upon default by Tenant, any sublessee shall pay all sublease rents and other sums due
Landlord, direct to Landlord, to be credited against sums owed to Landlord by Tenant under this lease. Unless
otherwise agreed in writing, no sublease or assigautent shall be valid unless (1) a copy of this lease is attached
thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Tenant's obligations under this lease, and
(3) Landlord's written approval is attached to the sublease or assignment.
16.1. DESTRUCTION BY FIRE OR OTHER CASUALTY. (a) Total destruction, rent abatement, and
restoration. If Tenant's retail space is totally damaged by fire or other casualty so that it cannot reasonably be used
by Tenant and if this lease is not terminated as provided by subparagraph (d) below, there shall be a total abatement
of Tenant's rent and Tenant's obligation to pay retail center operating expenses until Tenant's retail space is restored
by Landlord.
(b) Partial destruction, rent abatement, and restoration. If Tenant's retail space is partially destroyed or
damaged by fire or other hazard so that it can be only partially used by Tenant for the purposes allowed in this lease
and if this lease is not terminated as provided in subparagraph (d) below, there shall be a partial abatement of
Tenant's rent and Tenant's obligation to pay retail center operating expenses which fairly and reasonably
corresponds to the time and extent to which Tenant's retail space cannot reasonably be used by Tenant.
(c) Restoration. Landlord's obligation to restore Tenant's retail space shall be limited to restoring it to the
condition in which it existed prior to the casualty. Landlord shall not be responsible for restoring any of the property
of Tenant damaged in the retail space or otherwise compensating Tenant for damage suffered by Tenant attributable
to the total or partial destruction of Tenant's retail space. Landlord shall proceed with diligence to restore. During
restoration, Tenant shall continue business to the extent practical in Tenant's reasonablejudgment.
(d) Lease termination. If Tenant's retail space or the retail center is so badly damaged that restoration and
repairs cannot be completed by Landlord within 6 months after the fire or casualty, then this lease may be terminated
as of the date of the destruction by either Tenant or Landlord by serving written notice upon the other. Termination
notice most be delivered within 30 days after the casualty.
17.1. CONDEMNATION. If any part of Tenant's retail space is taken by condemnation or by deed in lieu of
condemnation by any governmental authority, this lease shall terminate one day prior to such taking as if that was the
end of the lease term. If any part of the retail center's parking lot is so taken, Tenant's right to use such portion shall
terminate one day prior to such taking and Tenant's monthly base rent shall be reduced by the same percentage that
such partial taking reduces the fair market value of Tenant's retail space, but no other recovery shall be due Tenant.
If any taking of the retail center's parking lot shall render the leased premises wholly unusable for Tenant's permitted
purposes after such taking, then Tenant shall have the right to terminate this lease one day prior to such taking
provided Landlord has been given notice of such election prior to the conclusion of the condemnation hearing or
proceeding and at least 30 days prior to the termination date. All compensation awarded for any partial or total
taking of the retail center, including the Tenant's retail space, shall be the property of Landlord, but Tenant may
separately pursue a claim against the condemning authority and receive any award granted on such claim for the
value of Tenant's personal property that Tenant is entitled to remove from the leased premises pursuant to paragraph
14.1, and for moving costs incurred by Tenant as a result of any termination of the lease because of such
condemnation. If landlord has received written notice of intent to condemn any part of Tenant's mmil space, Tenant
shall upon 10 days written request by Landlord execute an acknowledgment that the lease terminates one day prior to
the condemnation or deed in lieu of condemnation and that Tenant claims no interest in the condemnation award.
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18.1. DEFAULT BY LANDLORD. Tenant, as its sole remedies, shall be entitled to recover actual (but not
exemplary) damages or vacate the leased premises and terminate this lease if (1) Landlord fails to pay or credit
against future rents any sum due and owing to Tenant by Landlord within 30 days after written demand from Tenant,
or (2) Landlord remains in default on any other obligation for 30 days after receipt of Tenant's written demand for
performance. However, Landlord shall not be in default from Tenant if Landlord promptly commences to core such
noncompliance and diligently proceeds in good faith to cure same after receiving written notice of such default. If
taxes and utilities are not timely paid, Tenant may pay same to the extent it is necessary to avert foreclosure or
cutoff. If Landlord fails to perform any covenant, term or condition of this lease that Landlord is obligated to
perform and, as a consequence of such nonperformance, Tenant shall recover a money judgment against Landlord,
such judgment shall be satisfied only out of Landlord's equity in the retail center. Landlord shall have no liability
whatsoever for any deficiency, and no other property or assets of Landlord shall be subject to levy, execution or
other enforcement procedures as a result of such judgment, the exercise of which are not exclusive.
19.1. DEFAULT BY TENANT. If Tenant defaults, Landlord shall have any or all remedies set forth below in
addition to any other remedies available to Landlord at law, in equity or by statute.
(a) Definition of default. The occurrence of any of the following shall constitute a default by Tenant (1)
failure to pay monthly base rent and estimated common expenses within 3 days after its due date; (2) failure to pay
any other sum due by Tenant under this lease within 7 days after written demand therefor by Landlord; (3) failure to
vacate on or before the last day of the lease term, renewal term, or extension period; (4) failure to pay rent in
advance on a daily basis in the event of unlawful holdover by Tenant; (5) unauthorized early move-out or notice of
same as set forth below; (6) acquisition of Tenant's interest in this lease by a thud party by judicial or non-judicial
process; or (7) failure to comply with any other provision of this lease or any other lease with Tenant or any
guarantor of Tenant's obligations (including rules) if such failure to comply is not cured as soon as possible after
delivery of written notice by Landlord to Tenant. However, Tenant shall not be in default under subclause (7) above
if Tenant promptly commences to care such noncompliance and diligently proceeds in good faith to cure same after
receiving written notice of such default.
(b) Door Locks. If Tenant is in default for nonpayment of rent or other sums due and if Tenant fails to pay
same in full within 7 days after Landlord hand delivers to Tenant or to Tenant's retail space written demand or notice
of nonpayment, then Landlord shall be entitled to change or modify door locks on all entry doors of Tenant's retail
space and Tenant shall be entitled to a key or to reentry only when all such sums are paid in full; provided, however,
Landlord shall immediately thereafter post a notice on the primary entry door to Tenant's retail space, stating that
Landlord has exercised such lockout rights. No other notice requirements or lockout laws shall apply. Landlord's
right to modify or change locks shall occur automatically and without notice if Tenant's rent is accelerated under
subparagraph (e) below, relating to unlawful early move-out. If Teams moves out or abandons Tenant's retail space,
Landlord may permanently change the locks without notice to Tenant, and Tenant shall not be entitled to a key or to
reentry.
(c) Utilities and services. If Tenant is in default for non-payment of rent or other sums due and if Tenant fails
to pay same in full within 3 days after Landlord hand delivers to Tenant or to Tenant's representative written notice
of Landlord's intent to terminate services of every kind that are furnished by Landlord, then Landlord may terminate
all or any such utilities and services after such 3-day notice period, without further notice. Landlord's right to
terminate such utilities or services shall occur automatically and without notice if Landlord is entitled to immediate
possession of the leased premises under subparagraph (e) below.
(d) Acceleration after notice of rent delinquency. If Tenant is in default for nonpayment of rent or other sums
due and if Tenant fails to pay same in full within 3 days after Landlord delivers to Tenant or to Tenant's retail space
a written notice of Landlord's intent to accelerate, then all rent for the remainder of the lease term shall be
accelerated, due and delinquent at the end of such 3-day notice period without further notice. Such acceleration
rights are in consideration of the rents for the entire term being payable in monthly installments rather than in one
lump sum at the beginning of the lease term. If Tenant has already vacated the leased premises, notice of
acceleration may be delivered to Tenant pursuant to paragraph 29.1. Liability for additional rents accruing in the
future (over and above any base rents) shall not be waived by such acceleration.
(e) Termination of possession. If Tenant is in default as defined in subparagraph (a) above and if Tenant
remains in default for 3 days after Landlord gives notice of such default to Tenant, or if Tenant abandons the leased
premises, is lawfully evicted, or moves out or gives verbal or written notice (in person or by an authorized employee
or agent) of intent to move-out prior to the end of the lease term without the rent being paid in full for the entire
remainder of the lease term or renewal or extension period or without prior written consent of Landlord, Landlord
may (with or without demand for performance) terminate Tenant's right of possession by giving one day's written
notice to vacate; and Landlord shall be entitled to immediate possession of the leased premises without termination
of Tenant's obligations under the lease. Landlord's repossession shall not be considered an election to terminate this
lease unless written notice of such intention to terminate is given to Tenant by Landlord. Repossession may be by
voluntary agreement or by eviction lawsuit Commencement of an eviction lawsuit shall not preclude other Landlord
remedies under this lease or other laws.
(f) Referring costs. If Tenant is in default under this lease and if Landlord terminates Tenant's right of
possession without terminating this lease and Tenant's space is released, Tenant shall pay upon Landlord's demand
the following: (1) all costs of reletting (which in no event shall be less than one month's rent), including leasing
commissions, rent concessions (whether in the form of assuming or buying out lease remainders elsewhere, free rent
for a period of time, or reduced rent rates), utilities during the vacancy, advertising costs, administrative overhead,
and all costs of repair, remodeling, or redecorating for replacement tenants in Tenant's retail space, (2) all rent and
other indebtedness due from Tenant to Landlord through the date of termination of Tenant's right of possession, and
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(3) all not and other sums required to be paid by Tenant during the remainder of the entire lease term subject to the
acceleration paragraphs above.
(g) Termination of lease. Landlord may terminate this lease (as contrasted to termination of possession rights
only) upon default by Tenant or at any time after Landlord's lawful re-entry or repossession following default by
Tenant. Landlord's agents have authority to terminate the lease only by written notice given pursuant to paragraph
29.1.
(h) Damages. In addition to other remedies, Landlord may recover actual damages incurred.
20.1. LIEN FOR RENT. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LEASE,
LANDLORD'S LANDLORD LIEN SHALL BE SUBORDINATE TO ANY EXISTING SECURITY
INTEREST AND ANY FUTURE PURCHASE MONEY SECURITY INTERESTS ON TENANT'S
PERSONAL PROPERTY IF SUCH SECURITY INTEREST IS PROPERLY PERFECTED AND TIMELY
RECORDED AS REQUIRED BY THE TEXAS BUSINESS CODE. LANDLORD SHALL COOPERATE IN
SIGNING LIEN SUBORDINATIONS IN ACCORDANCE WITH THE FOREGOING. ANY LIEN
SUBORDINATION SHALL BE ON FORMS REASONABLY ACCEPTABLE TO LANDLORD.
(b) TENANT GIVES TO LANDLORD A CONTRACTUAL LIEN ON ALL OF TENANT'S
PROPERTY WHICH MAY BE FOUND ON THE LEASED PREMISES TO SECURE PAYMENT OF ALL
MONIES AND DAMAGES OWED BY TENANT UNDER THIS LEASE. SUCH LIEN ALSO COVERS
ALL INSURANCE PROCEEDS ON SUCH PROPERTY. TENANT SHALL NOT REMOVE SUCH
PROPERTY WHILE RENT OR OTHER SUMS REMAIN DUE AND UNPAID TO LANDLORD AND
SUCH PROPERTY SHALL NOT BE REMOVED UNTIL ALL TENANT'S OBLIGATIONS UNDER THIS
LEASE HAVE BEEN COMPLIED WITH. THIS LIEN IS IN ADDITION TO LANDLORD'S
STATUTORY LIEN UNDER SECTION 54.021 OF THE TEXAS PROPERTY CODE AND LANDLORD
SHALL HAVE ALL RIGHTS AFFORDED A SECURED PARTY UNDER THE TEXAS UNIFORM
COMMERCIAL CODE WITH REGARD TO SUCH LIEN. IF TENANT IS IN DEFAULT FOR
NONPAYMENT OF RENT OR ANY OTHER SUMS DUE BY TENANT, LANDLORD'S
REPRESENTATIVES MAY PEACEFULLY ENTER THE LEASED PREMISES AND REMOVE AND
STORE ALL PROPERTY. IF LANDLORD REMOVES ANY PROPERTY UNDER THIS LIEN,
LANDLORD SHALL LEAVE THE FOLLOWING INFORMATION IN A CONSPICUOUS PLACE INSIDE
TENANT'S RETAIL SPACE: (1) WRITTEN NOTICE OF EXERCISE OF LIEN, (2) A LIST OF ITEMS
REMOVED, (3) THE NAME OF LANDLORD'S REPRESENTATIVE WHO REMOVED SUCH ITEMS,
AND (4) THE DATE OF SUCH REMOVAL. LANDLORD SHALL BE ENTITLED TO REASONABLE
CHARGES FOR PACKING, REMOVING, OR STORING ABANDONED OR SEIZED PROPERTY, AND
MAY SELL SAME AT PUBLIC OR PRIVATE SALE (SUBJECT TO ANY PROPERLY RECORDED
FINANCING STATEMENT) AFTER 30 DAYS' WRITTEN NOTICE OF TIME AND PLACE OF SALE IS
GIVEN TO TENANT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED. UPON REQUEST BY
LANDLORD, TENANT SHALL FURTHER ACKNOWLEDGE THE ABOVE LIEN RIGHTS BY
EXECUTING A UCC-1 FORM OR SIMILAR FORM REFLECTING SAME, SUCH AS EXHIBIT D. AT
TENANT'S EXPENSE, ONE EXECUTED FINANCING STATEMENT SHALL BE RECORDED IN THE
TEXAS SECRETARY OF STATE'S OFFICE AND THE OTHER SHALL BE RECORDED AS A FIXTURE
FILING IN THE APPROPRIATE RECORDS OF THE COUNTER CLERK FOR THE COUNTY IN
WHICH THE RETAIL CENTER LIES. TENANT AGREES THAT 5 DAYS PRIOR WRITTEN NOTICE
OF THE TIME AND PLACE OF ANY PUBLIC SALE OF THE PROPERTY SUBJECT TO THIS LIEN
OR OF THE TIME AFTER, WHICH ANY PRIVATE SALE OR OTHER DISPOSITION THEREOF IS TO
BE MADE SHALL BE REASONABLE NOTICE OF SUCH SALE OR OTHER DISPOSITION.
21.1. ATTORNEY'S FEES, INTEREST, AND OTHER EXPENSES. If Tenant or Landlord is in default and if
the nondefaulting party places the lease in the hands of an attorney in order to enforce lease rights or remedies, the
nondefaulting party may recover reasonable attorney's fees from the defaulting parry even if suit has not been filed.
In any lawsuit enforcing lease rights, the prevailing parry shall be entitled to recover reasonable attorney's fees from
the nonprevailing party, plus all out-of-pocket expenses. Trial shall be to court only; and all parties waive jury trial.
All delinquent sums due by Landlord or Tenant shall bear interest at the maximum lawful rate of interest,
compounded annually, from date of default until paid, plus any late payment fees. Late payment fees as set forth in
paragraph 3.2 shall be considered reasonable liquidated damages for the time, trouble, inconvenience, and
administrative overhead expense incurred by Landlord in collecting late rents, such elements of damages being
uncertain and difficult to ascertain. Late payment fees shall not be liquidated damages for attorney's fees or for
Landlord's loss of use of such funds during time of delinquency.
22.1. NONWAIVER. The acceptance of monies past due or the failure to complain of any action, nonaction,
delayed payment, or default, whether singular or repetitive, shall not constitute a waiver of rights or obligations
under this lease. Landlord's or Tenant's waiver of any right or any default shall not constitute waiver of other rights,
violations, defaults, or subsequent rights, violations, or defaults under this lease. No act or omission by Landlord or
Landlord's agents shall be deemed an acceptance of surrender of the leased premises, and no agreement by Landlord
to accept a surrender of the leased premises shall be valid unless it is in writing and signed by a duly authorized
agent of Landlord.
23.1. RETAIL CENTER RULES. Landlord's rules for the retail center are attached as Exhibit F-2 and are
subject to reasonable change if the changes are applicable to all tenants of the retail center. Separate parking rules
are contained in Exhibit F-1.
24.1. TRANSFER OF OWNERSHIP BY LANDLORD. If Landlord transfers ownership of the retail center
(other than as security for a mortgage) and if Landlord has delivered to the transferee all of Tenant's security
29'" Street Medical Plaza Page 7 of Lease Landlord
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deposits and any prepaid rents, Landlord shall be released from all liability under this lease; and such transferee shall
become liable m Landlord. Such right to be released of liability shall accrue to subsequent owners only if such
transfer is in good faith and for consideration.
25.1. MORTGAGES. Unless otherwise provided in this lease, Tenant shall subordinate and attom to mortgage
liens now or hereafter on the retail center. Tenant agrees to execute, from time to time, documentation therefor
which is necessary in the reasonable judgment of landlord. This lease shall be subordinate to all existing and future
mortgages. However, such mortgagees may at any time subordinate their lien to this lease by filing a subordination
notice in the county real property records without necessity of notice to Tenant. Tenant waives and holds any
mortgagee or beneficiary named in any mortgage, deed of tout or other security instrument harmless from any and
all claims Tenant may have against Landlord. This exculpation of such mortgagee or beneficiary shall include all
claims arising against Landlord prior to the mortgagee or beneficiary succeeding to Landlord's interest hereunder.
26.1. SURRENDER OF PREMISES. When Tenant moves out, Tenant shall surrender Tenant's retail space in
the same condition as on the date of lease commencement by Tenant (as changed or improved from time to time in
accordance with this lease), less ordinary wear. Removal of property from the leased premises is subject to
paragraph 14.1. Upon surrender, Tenant shall provide Landlord with all of the Tenant's keys to the leased premises
and the combination to all safes and vaults, if any, in Tenant's retail space.
27.1. HOLDING OVER- If Tenant remains in possession of the leased premises after the expiration or mutually
agreed termination date of this lease, without the execution by Landlord and Tenant of a new lease or a renewal or
extension of this lease, then (1) Tenant shall be deemed to be occupying the leased premises w a tenant-at-sufferance
on a daily basis, subject to all obligations of the lease, (2) Tenant shall pay rent for the entire holdover period, (3)
Tenant shall be subject to all other remedies of Landlord as provided in paragraph 19.1, (4) Tenant shall indemnify
Landlord and/or prospective tenants for damages, including lost rents, storage expenses, and attorney's fees and (5)
at Landlord's sole option, Tenant may extend the lease term for a period of one month at the then current rent rates
for the retail center, as reasonably determined by Landlord, by hand delivering written notice to Tenant or to
Tenant's retail space while Tenant is holding over. Holdover rents shall be immediately due on a daily basis and
delinquent without notice or demand; and the prior written notice and waiting period requirements of this lease shall
not be necessary in order for Landlord to exercise remedies thereunder.
28.1. SIGNS AND RETAIL CENTER NAME. Landlord's normal supplier will be used to provide all signs.
Tenant will pay the supplier directly. Except for this initial signage contemplated, Tenant may not have any
temporary or permanent signs, symbols, awnings, advertising matter, decorations, or identifying marks on any of the
windows or exterior surfaces of the leased premises or in the common facilities without Landlord's prior written
approval. Permitted signs and lettering shall conform to Landlord's criteria in Exhibit F-3. Landlord may remove all
unapproved signs without prior notice to Tenant at Tenant's expense. Landlord may change the name of the retail
center upon 2 months notice to Tenant.
29.1. NOTICES. Whenever written notice is required or permitted under this lease, such notice shall be in
writing and shall be either (a) hand delivered personally to the party being notified, (b) hand delivered to or inside
such party's mailing address, or (c) delivered at such party's mailing address by certified mail, return receipt
requested, postage prepaid. The mailing address of Landlord shall be the address to which Tenant normally mails or
delivers the monthly rent unless Landlord notifies Tenant of a different address in writing. The mailing address of
Tenant shall be Tenant's retail space under this Iewc. However, if Tenant moves out, it shall be Tenant's last
address known by Landlord. Hand delivered notice is required only when expressly required in the lease. Notice by
noncertified mail is sufficient if actually received by the addressee or an employee or agent of addressee. The tens
"notice" shall be inclusive of billings, requests, and demands.
30.1. ESTOPPEL CERTIFICATES. From time to time, upon 7 days' prior written request from Landlord,
Tenant shall execute and deliver to Landlord the estoppel certificate attached as Exhibit G, or in such form m may
reasonably be required by a prospective purchaser or lender. If any statement in the estoppel certificate form is
contrary to the facts existing at the time of execution of such form, Tenant may correct same before signing. The
estoppel certificate may be conclusively relied upon by Landlord and by any prospective lienholder or purchaser of
the leased premises. If Tenant fails to comply with the foregoing by the end of such 7-day period, Tenant will be in
default of this lease and Landlord may pursue an action against Tenant for damages (including consequential
damages) or pursue any of the remedies available under paragraph 19.1 of this lease. If the estoppel certificate
discloses the name and address of the entity that will be relying on the estoppel certificate, Tenant shall, during the
120 days following the date of the estoppel certificate, have the duty to give to such entity written notice of any
default by Landlord
31.1. SUCCESSORS. This lease shall bind and inure to the benefit of the parties, any guarantors of this lease,
and thew respective heirs, devisees, legal representatives, successors and assigns.
31.2. LEASING AGENT COMMISSIONS. No leasing commission shall be due by Landlord to any leasing
agent other than Landlord's general leasing agent for the retail center. Tenant represents and warrants that Tenant
has not dealt with and has not retained a broker and there are no claims for bmkemge commissions or finder's fees in
connection with Tenant's execution of this lease, other than Landlord's general leasing agent for the retail center.
Tenant shall indemnify Landlord against and defend and hold Landlord harmless from the cost and expense of any
claims of any such brokers or other persons claiming a commission or some other form of recompense under Tenant
in connection with this lease, including all expense incurred by Landlord in investigating and defending against such
claims.
29" Street Medical Plum Page 8 of Lease Landlord
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
Von ?al kGE I IF
32.1. PROKATA ALLOCATION OF T - cQ1 ece OF T -14r, 1 a ditisn o-Lhe
menth"se-feet iw~ axb-6h^ M-ens-menfMY"Us s~ aui valanF.o-Tmart~
PREHata Share OfiaGtUal Rtul center operating expensesThe estimated yearly sammaR expeRses ofthe retail Pm~
fm the ealeRdff year 2009 are $4.90 pef squue ems; ccoF"60 with
Exhibit Q This adds $1,46760 to Tmmnt'., _
defmitiensand-precedurw4at-thug: _ e e Exhibit r .
3361. REPRESENTATIONS AND WARRANTIES BY LANDLORD. Landlord warrants that Landlord is the
sole owner of the land and improvements comprising the retail center and that Landlord has full right to enter into
this lease. Landlord's duties and warranties are limited to those expressly stated in this lease and shall not include
any implied duties or implied warranties, now or in the future. No representations or warranties have been made by
Landlord other than those expressly contained in this lease.
34616 REPRESENTATIONS AND WARRANTIES BY TENANT. Tenant wa ants to Landlord that Tenant has
made no material misrepresentation or material omission of facts regarding Tenant's financial condition or business
operations. Tenant acknowledges that Landlord has relied on the above information famished by Tenant to Landlord
and that Landlord would not have entered into this lease otherwise.
35.1. PLACE OF PERFORMANCE. Unless otherwise expressly stated in this lease, all obligations under this
lease, including payment of rent and other sums due, shall be performed in the county where the retail center is
located, at the address designated from time to time by Landlord.
36.1. MISCELLANEOUS. This lease -contains the entire agreement of the parties. No other written or oral
promises or representations have been made, and none shall be binding. This lease supersedes and replaces any
previous lease between the parties on Tenant's retail space, including any renewals or extensions thereunder. Except
for reasonable changes in written rules, this lease shall not be amended or changed except by written instrument,
signed by both Landlord and Tenant Landlord's agents do not and will not have authority to (1) make exceptions,
changes or amendments to this lease, or factual representations not expressly contained in this lease, (2) waive any
right, requirement, or provision of this lease, or (3) release Tenant from all or part of this lease, unless such action is
in writing. Multiple tenants shall be jointly and severally liable under this lease. Notices, requests, or agreements to,
from, or with one of multiple tenants shall be deemed to be to, from, or with all such tenants. Under no
circumstances shall Landlord or Tenant be considered an agent of the other. The lease shall not be construed against
either parry more or less favorably by reason of authorship or origin of language. Texas law applies. If any date of
performance or exercise of a right ends on a Saturday, Sunday, or state holiday, such date shall be automatically
extended through the next business day. Time is of the essence; and all.performance dates, time schedules, and
conditions precedent to exercising a right shall be strictly adhered to without delay except where otherwise expressly
provided. If any provision of this lease is invalid under present or future laws, the remainder of this lease shall not
be affected.
37.1 GUARANTY. This provision has been intentionally eliminated.
37.2 SPECIAL CONDITIONS. Additional provisions of this lease are set forth in Exhibit J.
38.1. EX}QBIT LIST. The exhibits attached to this lease we listed below. All exhibits are a part of this lease.
Exhibit A Site Location map of Tenant's Retail Space in the Center (paragraph 1.1)
Exhibit B Legal Description of Retail Center (paragraph 1.1)
Exhibit C Proration of Retail Center Operating Expenses (paragraphs 2.1 and 32.1)
Exhibit D Acknowledgment of Lease (paragraph 4.2)
Exhibit E Description of Landlord's Work and Tenant's Work (paragraph 5.1)
Exhibit F-1 Puking Rules (paragraphs 9.2 and 23.1)
Exhibit F-2 Retail Center Rules (paragraphs 23.1)
Exhibit F-3 Signage Rules and Criteria (paragraphs 28.1)
Exhibit G Estoppel Certificate (paragraph 30.1)
Exhibit H Lease Guaranty (paragraph 37.1)
Exhibit I Corporate Resolution Authorizing Lease or Guaranty (paragraph 37.1 and 39.1)
Exhibit J Special Conditions (paragraph 37.2)
39.1. TENANT SIGNATURE REQUIREMENTS. Tenant shall disclose to Landlord the names and addresses of
all partners, officers and directors of Tenant The individual executing this agreement on behalf of tenant certifies
that he/she is duly authorized.
39.2 LEASE DATES AND AUTHORITY TO SIGN. The effective date of this lease is May 15, 2009. The
names and signatures of all parties are shown below; and all persons signing have been duly authorized to sign.
2916 Street Medical Plaza Page 9 of Lease Landlord
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
VOL lal PAGE IIc
LANDLORD TENANT
GGE, LTD. BRAZOSCOUNTY
Printed name of Landlord Printed name of Tenant
James A. Lewis Randy Sims
PrAeolfpe ning Print ed tme of son si in
fia
WW,nab arson signing Signature ofperson signing
For the General Partner County Judge
Title ofperson signing Title of person signing
~/8/dam .51l? 101
Date signed Date signed
(Please initial all pages and exhibits) (Please initial all pages and exhibits)
Mailing address of Landlord for notice Mailing address of Tenant for notice
purposes under this lease: purposes under this lease:
GGE, Ltd. Brazos County
Galleria Village Tower 200 S Texas Ave.
1716 Briaresest Drive, Suite 300 Bryan, TX 77803
Bryan, TX 77802-2777
(979) 691-8900 (979) 260-5454 (979) 3614103 (979) 3611503
Telephone number Fax number Telephone number Fax number
29i° Street Medical Plaza Page 10 of Lease Landlord
t
Filename: Lease - Suite 113 - Brazos Coun"Idoc Tenan
VOL ~ a I PAGE I ~a
EXHBIT A
SITE LOCATION MAP OF TENANT'S RETAIL SPACE
(see paragraph 1.1 of lease)
Parking behind the building -
¢ / uy O e
I® a* @e
d Q t O Q
= vq
14
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fi * o _ a 5
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afi a =
t O o k
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291h Street Medical Plaza Page 1 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Count3rv3.doc Tenant
V0 6 I L P A G E I a i
EXHIBIT B
LEGAL DESCRIPTION OF RETAIL CENTER
(see paragraph 1.1 of lease)
Being all that certain tract or parcel of land lying and being situated in the John Austin League, Abstract
Number 2, in Bryan, Brazos County, Texas, and being part of Lot 1, Block 1 of Riverstone Plaza Addition
according to the Re-plat recorded in Volume 754, Page 825 of the Official Records of Brazos County, said
tract also being all that same land conveyed to Post Oak Bank by Riverstone Plaza Associates, a Texas
Joint Venture by Deed dated April 2, 1990 and recorded in Volume 1177, Page 612 of the Official Records
of Brazos County, Texas. -
29i° Street Medical Plain Page 2 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
VOL 1 .11 PA^^UEW 2
EXHIBIT C
PRORATION OF RETAIL CENTER OPERATING EXPENSES
(see paragraph 32.1 of lease)
This provision has been intentionally eliminated.
29i° Street Medical Plaza Page 3 of Exhibits Landlord
Filename: Lease - Suite 113 - Brauns Ccumyv3.doc Tenant
VOL lal PAGE Ida
EXHIBIT D
ACKNOWLEDGMENT OF LEASE
(see paragraph 42 of lease)
The undersigned parties acknowledge that the lease described below is in full force and effect and that Tenant has
taken possession of the space.
Effective Date of Lease May 15, 2009
Landlord GGE, LTD.
Tenant BRAZOS COUNTY
Retail center name 29TH STREET MEDICAL PLAZA
City/County/State/Zip BRYAN1BRA7OS/fEXAS/77802
Legal description of retail center See "EXHIBIT B"
The commencement date, the annual anniversary date, and the ending date of the initial lease term as defined in
paragraph 4.1 of above lease are as follows:
Commencement date (month, day, year)..... May 15, 2009
Annual anniversary date (month, day)......... June 1
Ending date (month, day, year) May 31, 2014
The usable area of Tenant's retail space, and the approximate total area which is leasable in the entire center (for
common area expense proration purposes) are as follows:
Approximate usable area of Tenant's retail space 6,169 square feet
Approximate total usable area which is leasable in entire retail center 39,025 square feet
The parties acknowledge that the lease has not been amended or modified and that this acknowledgment may be filed
of record with the Texas Secretary of State or the county where the property is located in order to record (1) Tenant's
possession rights to the leased premises, and (2) Landlord's contractual landlord lien rights over all personal
property located therein, including, without limitation, all fixtures, equipment and inventory and all insurance
proceeds and other proceeds on such property. The entire lease is hereby affirmed and incorporated herein. The
lease will cease to be an encumbrance to Landlord's title if Landlord files an affidavit of record, stating that Tenant
no longer occupies the premises and that Tenant's right of possession has been lawfully terminated.
TENANT(DEBTOR) LANDLORD (SECURED PARTY)
BRAZOS COUNTY GGE, LTD.
Printed name of Tenant Printed name oflandlord
Randy Sims James A. Lewis
Printednaa afpers 5 igmng _ Printedname ofpe an signing
Signature afpers a signing Signa ofperson signing
County Judge For the General Partner
Title ofperson signing Title of person signing
51r.jug J"~8/dov5
Date signed Date signed
Mailing address of Tenant for notice Mailing address of Landlord for notice
purposes under this lease: purposes under this lease:
Bruns County GGE, Ltd.
200 S. Texas Ave., Suite 332 Galleria Village Tower
Bryan, TX 77803 1716 Briarcrest Drive, Suite 300
Bryan, TX 77802-2777
(979) 361A102 (979) 3614503 (979) 691-8900 (979) 260-5454
Telephone number Far number Telephone number Far number
291° Street Medical Plaza Page 4 of Exhibits Landlord
Filename: Lease -Suite 113 - Brazos Countyv1doc Tenant
VOL iaj-PAUE 104
STATE OF TEXAS
COUNTY OF BRAZOS
This instrument was acknowledged before me on 'Ll" Do °1 by James A. Lewis on behalf
of the above stated LANDLORD and in the above stated aci
NotaryPub/`' forte State of Texas
JOAN 5 /
. PITMAN
naffie
yE Notary Public, State of Texas Printed of notary fa /tJS
My Commission Expires My commission expires ~Y'~✓ZD/~
Apol 14.2013 i
STATE OF TEXAS
COUNTY OF BRAZOS
This instrument was acknowledged before me on MCv .4t~(`Fi by Randy Sims on behalf of
the above stated TENANT and in the above stated Ty.
C C~
tLOC tkJi//Notary Public for the State of Texas
0..:....kCFO//4i
Printed name of notary
My commission expires
11111iitta
29' Street Medical Plan Page 5 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
VOL la-l PAGE_l;tS
EXHIBIT E
DESCRIPTION OF LANDLORD'S WORK AND TENANT'S WORK,
AND CONSTRUCTION PROCEDURES
(see paragraph 5.1 of lease)
Landlord will:
1. Repair or replace any HVAC units which are not functioning properly.
2. Reposition air ducts so the HVAC units serving Tenant's Space will serve it exclusively and the units
serving the rest of what was formerly Suite 116 will serve the space Tenant is not renting.
Tenant will:
1. Build the demising wall to separate Tenant's Space from the rest of what was formerly Suite 116.
2. Be responsible for all other improvements and modifications to the Tenant's Space, including all permits
for same.
NOTE: Tenant may have immediate access to Tenant's Space so Tenant may make needed improvements.
291° Street Medical Plaza Page 6 of Exhibits Landlords
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
VOL loll PAGE la(O
F KHMIT F-1
RETAIL CENTER PARKING RULES
(see paragraph 92 of lease)
It is the desire of Landlord to maintain and operate the parking areas in an orderly manner. The following roles and
regulations apply to all tenants in the retail center and their agents, employees, family, licensees, invitees, visitors,
and contractors unless otherwise stated. Landlord reserves the right to rescind these riles, make reasonable changes,
or make other reasonable rules and regulations for the safety, care, and cleanliness of the parking areas and for the
preservation of good order.
1. TRAFFIC SIGNS. All persons parking in the parking areas shall observe posted signs and markings
regarding speed, stop signs, traffic lanes, reserved parking, no parking, parking stripes, and etc.
2. TENANT EMPLOYEE AND CUSTOMER PARKING. Tenant's and their employees and customers may
park without charge.
3. TRASH. All persons parking in the parking areas shall refrain from throwing trash, ashtray contents, or
other debris on the parking areas.
4. FLAT TIRES. All vehicle owners and all persons parking in the puking areas shall be responsible for
promptly repairing flat tires or other conditions of the vehicle which cause unsightliness in the reasonable judgment
of Landlord.
5. REMOVAL OF UNAUTHORIZED VEHICLES. If vehicles are blocking driveways or passageways or
parked in violation of these rules and regulations or state statues, Landlord may exercise vehicle removal remedies
under Texas Law upon compliance with statutory notice.
6. SECURITY. Landlord shall use reasonable diligence in the maintenance of existing lighting in the parking
areas. Landlord shall have no duty for additional lighting or any security measures in the parking areas. If Tenant is
aware of any light that has burned out or otherwise ceased to function properly, Tenant shall notify Landlord within a
reasonable amount of time.
7. PARKING OF EMPLOYEE VEHICLES. Landlord may from time to time designate specific areas in
which vehicles owned by Tenant and Tenant's employees, subleases, assignees, licensees, and concessionaires shall
be parked. Tenant shall use best efforts to see that such vehicles are puked in such areas. Upon request by
Landlord, Tenant shall famish Landlord a complete list of license numbers of all vehicles operated by Tenant and the
above listed persons. Landlord may charge reasonable parking fees for such vehicles not parked in the designated
areas.
S. PARKING OF TRUCKS AND DELIVERY VEHICLES. Without Landlord's prior written approval, no
trailers or large trucks may be parked in the parking areas except for temporary loading or unloading. Service and
delivery vehicles may be parked in loading zones only when necessary.
291° Street Medical Plaza Page 7 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Comtyv3.doc Tenant
VOL P1 PAGE-1 X1
EXHIBIT F-2
RETAIL CENTER RULES
(see paragraphs 9.2 and 23.1 of lease)
Landlord desires to maintain in the retail center the highest standard of dignity and good taste consistent with
comfort and convenience for all tenants. Any action or condition not meeting this high standard should be reported
directly to the retail center manager. Cooperation by all tenants will be sincerely appreciated. The following rules
and regulations apply to all tenants in the retail center and their agents, employees, family, licensees, invitees,
visitors, and contractors unless otherwise stared Landlord may rescind these rules, make reasonable modifications
thereto, and make other reasonable rules and regulations for the safety, care, and cleanliness of the retail center and
for the preservation of good order.
1. CONTROL OF COMMON FACILITIES. The common facilities shall remain under Landlord's sole
operation and control. Except for normal daily business operations, movement into or out of the retail center of
furniture, fixtures, and equipment shall be restricted to hours designated by Landlord. All such movement shall be
under the supervision of the retail center manager and carried out in a manner agreed between Tenant and the retail
center manager, by pre-arrangement. Pre-arrangement shall include time, method, routing, and any limitations
imposed for reasons of safety or non-disturbance of others. Landlord may require that movement of furniture or
equipment which interferes with normal retail center traffic shall be made at hours other than normal business hours.
2. OBSTRUCTION OR L=RING OF COMMON FACILITIES. No common facility passageways or
parking areas may be blocked or obstructed. No rubbish, trash, litter, or materials of any nature may be emptied or
thrown into these areas. These areas may be used only for ingress, egress, or parking.
3. SAFES. Safes and other heavy articles shall be carved onto the leased premises only at such times and in
such manner as prescribed by Landlord. Landlord shall have the right to specify weight limitations and positioning
of safes or other heavy articles. Any damage done to the retail center by installation, presence, or removal of a safe
or other article owned or controlled by Tenant on the leased premises, shall be paid for by Tenant.
4. REMOVAL OF FURNITURE. Removal of Tenant's furniture or equipment from Tenant's retail space
after Tenant's normal business hours shall require presentation of written authorization by an authorized
representative of Landlord. Security guards, watchmen, and other retail center employees will have the right to
challenge all persons leaving the retail center with such items during non-business hours.
5. PERMITS AND LICENSES. Tenant shall procure at its own expense, any permits and licenses required
for the transaction of business in the leased premises.
6. HAZARDOUS MATERIALS. Tenant shall not place or install, on the leased premises or any part of the
retail center, any explosive, gasoline, kerosene, oil, acids, caustics, or any other inflammable, explosive, or
hazardous materials without written consent of the retail center manager. Tenant shall not operate electric space
heaters, stoves, engines, or other equipment not typical of a retail center without written consent of the retail
manager.
7. ENTRY BY LANDLORD. Landlord shall have the right to enter Tenant's retail space for reasonable
business purposes at all times.
8. PLUMBING. Plumbing fixtures and appliances shall be used only for the purposes for which they were
constructed. No sweeping, rubbish, nags, or other unsuitable materials may be thrown or placed in plumbing futures
or appliances. The cost of any stoppage or damage resulting from negligence or improper use of these fixtures and
appliances by Tenant or Tenant's agents, employees, family, invitees, licensees, or visitors shall be paid for by the
Tenant.
9. THEFF AND DAMAGES. Landlord shall not be responsible for lost or stolen personal property,
equipment, money, or jewelry at the retail center, regardless of whether such loss occurs when the area is locked
against entry. Landlord will not be liable to Tenant or Tenant's employees, customers, or invitees for any damages
or losses to persons or property caused by other tenants in the retail center or for damages or losses caused by thc$
burglary, assault, vandalism, or other crimes. Owner shall not be liable for personal injury or loss of Tenant's
property from fire, flood, water leaks, min, hail, ice, snow, smoke, lightning, wind, explosions, or interruption of
utilities unless such injury or damage is caused by negligence of Landlord. Landlord strongly recommends that
Tenant secure Tenant's own insurance to protect against the above occurrences.
10. ANWALS. Unless part of inventory for sale, no birds, fowl, or animals (except guide dogs) shall be
brought into or kept in or about the retail center without prior written approval of Landlord.
11. BICYCLES. Unless part of inventory for sale, no bicycles, motorcycles, or similar vehicles shall be
allowed inside Tenant's retail space.
12. RESIDENTIAL USE. No sleeping, cooking, clothes cleaning, or laundering is permitted on the leased
premises without written consent of landlord unless the primary use in paragraph 1.2 of the lease necessitates such
uses.
29' Street Medical Plaza Page 8 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
VOL 131 PAGEJa8
13. INTOXICATION. Landlord reserves the right to exclude or expel from the retail center any person who in
the reasonable judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any
manner do any act in violation of any rules and regulations of the retail center.
14. DISTURBANCES. Tenant shall not obstruct, disturb, or interfere with the rights of ather tenants or
occupants or in any way injure or annoy them. Tenant shall not make any noises by any means which, in the
reasonable judgment of Landlord, are likely to disturb other tenants or occupants of the retail center. Flashing lights,
exterior lights, exterior loud speakers, exterior antennas, and noxious fumes are prohibited.
15. COMPLIANCE WITH SAFETY AND SANITATION LAWS. Tenant shall comply with all laws relating
to fire, safety, and sanitation, and shall comply with any reasonable requirements of Landlord's insurance company
with respect to fire prevention, safety standards, and sanitation.
16. CLEANING. Tenant shall keep Tenant's retail space in a reasonably clean condition.
17. SOLICITING. Canvassing, soliciting, or peddling in other areas of the retail center is prohibited without
written permission of landlord, and Tenant shall cooperate to prevent same.
18. SIGNS. No storefront, exterior, or window signs are allowed unless in accordance with the sign criteria set
forth in the signage criteria Exhibit F-3 to the lease. No "for sale" signs are allowed on vehicles parked in the retail
center.
19. NOTICE OF PERSONAL INJURIES OR UTILITY OR MECHANICAL PROBLEMS. Tenant shall give
prompt notice to the retail center manager, to the best of Tenant's knowledge, of any significant accidents involving
injury to persons or property, including plumbing, electrical, heating, air conditioning, stairwell, corridor, and
elevator problems and/or personal injury and property damage caused thereby.
20. REQUESTS BY TENANT. Except in emergencies, requests by Tenant shall he attended to only after
written request by Tenant to the retail center management. Landlord's employees are not allowed to perform or do
anything outside their regular duties unless pursuant to special orders from Landlord. Tenant may not contract with
Landlord's employees for the performance of paid or free services to Tenant. If, at the request of Tenant, Landlord
or Landlord's agents famish services, goods, labor, or material to Tenant which are not required to be furnished by
Landlord under this lease, Tenant shall pay for same upon delivery of a written statement therefore to Tenant.
21. BUSINESS IN COMMON AREA. Tenant shall not solicit business or display merchandise within the
common facilities, or distribute handbills therein, or take any action which would interfere with the rights of other
persons to use the common facilities.
22. BANKRUPTCY DISTRESS SALES. Tenant shall not conduct on the leased premises any fire, auction,
liquidation or bankruptcy sale.
23. TRASH COLLECTION. All trash and garbage shall be kept in an area designated by Landlord in the kind
of container specified by Landlord and placed outside of Tenant's retail space daily. It shall be prepared for
collection at the times and places specified by Landlord. Landlord may designate a particular company for exclusive
collection of refuse and garbage.
29i° Street Medical Plaza Page 9 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
VOL_►a l PACE 9 a
EXHIBIT F-3
RETAIL CENTER SIGNAGE RULES AND CRITERIA
(see paragraph 28.1 of lease)
Tenant will comply with the existing signage as it relates to the center.
No signing which may be seen from outside Tenant's space may be displayed without the prior approval of the
Landlord.
Landlord may change the signage rules and criteria for the entire center and on a Tenant-by-Tenant basis without
notice or warning.
29ih Street Medical Plaza Page 10 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Coantyv3.doc Tcn=t
VOL IDI PAGE 131)
EXHIBIT G
ESTOPPEL CERTIFICATE
(see pamgmph 30.1 of lease)
The purpose of this certificate is to confirm the current status of matters relating to the lease described below. It is
for the benefit of the owner or prospective purchaser or mortgagee of the building in which the leased premises are
located.
1. The undersigned is the Tenant under a lease between as Landlord,
and as Tenant, dated on leased
premises locally known as retail center and located at
to Texas. A copy of the
fully executed lease and any amendments or modifications thereto are attached. There are no other modification or
amendments to the above described lease. The dates of any amendments or modifications are: (put "none" if
inapplicable)
2. There are no unfulfilled written or verbal promises, representations, or warranties by Landlord.
3. There are no subleases of the leased premises or any portions thereof.
4. The lease (together with any amendments or modifications referred to above) is in good standing and in full
force and effect Landlord is not in default. Tenant agrees to give notice of any Landlord default to any purchaser or
lender making written requests to Tenant for same.
5. Except for rents (if any) which may be due under the lease for the current month, there are no rents or other
charges which have been prepaid by the undersigned Tenant to Landlord under the lease other than the following:
6. The amount of security deposit currently posted by Tenant with Landlord is $ 0.00 in the form of O cash or
( ) an irrevocable, unconditional letter of credit issued by in favor of Landlord
which is still valid.
7. Tenant acknowledges that the space being leased consists of "usable" square feet
according to the lease, that the improvements to be constructed by Landlord have been satisfactorily completed, that
the lease space has been accepted by the Tenant, that Tenant now occupies the lease space, and that the
commencement date for the lease term was
S. There are no rents which are due and unpaid. Rents are fully paid (if required by the lease) through the last
day of the month in which this estoppel certificate has been executed.
9. There are no known offsets or credits against rents except as expressly provided by the terms of the lease.
There is no known right of rescission and no known defense to Tenant's future obligations to pay the specified rents
at the times and in accordance with the lease terms. Tenant has not received any concession (rent or otherwise) or
similar compensation not expressed in the lease which is presently in effect.
10. Tenant has no options or rights of refusal regarding the leased premises or additional rent space other than
as set out in the lease.
if. Tenant has not: (a) made a general assignment for the benefit of creditors; and (b) commenced any case,
proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution, or composition
of it or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors; or (c) had any
involuntary case, proceeding, or other action commenced against it which seeks to have an order for relief entered
against it, as debtor, or seeks reorganization, arrangement, adjustment, liquidation, dissolution, or composition of it
or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors or (d) concealed,
removed, or permitted to be concealed or removed any part of its property, with intent to hinder, delay, or defraud
its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any
bankruptcy, fraudulent conveyance, or similar law; or made any transfer of its property to or for the benefit of a
creditor at a time when other creditors similarly situated have not been paid; or (e) had a trustee, receiver, custodian
or other similar official appointed for or take possession of all or any part of its property or had any court take
jurisdiction of any other of its property.
12. Tenant agrees to furnish Landlord with estoppel letters on this form within 10 days (stating the then-current
facts) after written request by Landlord or subsequent owners of the building.
13. Tenant acknowledges that, upon 10 days' prior written request of Landlord's mortgagee at any time after
foreclosure proceedings or a deed in lieu of foreclosure, Tenant shall attom to the mortgage or foreclosure purchaser
by recognizing such new owner as Landlord under the lease provided that such purchaser shall recognize the rights
of tenant under the lease as long as tenant is not in default. The agreement of Tenant to attom shall survive any
foreclosure sale or deed in lieu of foreclosure. Tenant shall, upon 10 days' written notice from Landlord's
mortgagee anytime before or after foreclosure sale, execute, acknowledge, and deliver to Landlord's mortgagee all
29th Street Medical Plaza Page 11 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
VOQ1 PAGE 131
instruments and certificates that in the reasonable judgment of Landlord's mortgagee may be necessary or proper to
confirm such attomm mt.
14. Tenant acknowledges that this estoppel certificate and the statements therein may be conclusively relied
upon by Landlord and by any prospective purchaser or lien holder of the leased premises.
15. The form of this estoppel certificate may vary, depending on lender or purchaser requirements. It is agreed
that this certificate may be modified to conform to reasonable request by lenders or purchasers.
16. This agreement shall be binding upon and shall inure to the benefit of the Landlord, any present or future
mortgagee, any prospective buyer or -master Tenant of the property, and their successors and assigns.
Dated this -W L day of 20 01
TENANT:
By:
Printed time of/signatory:
Title: /J,P~}ZOS /-J _tJ 5 ei
29'" Street Medical Plaza Page 12 of Exhibits Landlord
Filename: Lease - Suite 113 - Brans Courtyv3.doc Tenant
VOLlaI PAGEJ3a,
EXHIBIT H
RETAIL LEASE GUARANTY
(see paragraph 37.1 of lease)
Intentionally Omitted
20 Street Medical Plaza Page 13 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Comtyv3.doc Tenant
VQLIX PAGE 133
EXHIBIT I
CERTIFICATE OF CORPORATE RESOLUTION
AUTHORIZING LEASE OR GUARANTY
(see paragraphs 37.1 and 39.1 of lease)
Intentionally Omitted
29' Street Medical Plaza - Page 14 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
VOL 1-11 PAGE 13q
EXHIBIT I
SPECIAL CONDITIONS
(see paragraph 37.2 of ]ease)
The following special conditions shall apply to this lease and shall prevail on any other provisions to the contrary.
FISCAL FUNDING CLAUSE. Notwithstanding any provisions contained herein, the obligations of the County
under this Contract are expressly contingent upon the availability of funding for each item and obligation contained
herein for the term of the contract and any extensions thereto. The Landlord shall have no right of action against the
County in the event the County is unable to fulfill its obligations under this Contract as a result of lack of sufficient
funding for any item or obligation from any source utilized to fund this Contract or failure to budget or authorize
funding for this Contract during the current or future fiscal years. In the event that the County is unable to fulfill its
obligations under this Contract m a result of lack of sufficient funding, or if funds become unavailable, the county
may provide funds from a separate source or terminate this Contract by written notice at the earliest possible time
under the circumstances. (In no event shall the County terminate this contract with less than 120 days notice to
Landlord. Also, the County's rights under this lease - including its right to occupy the property - will cease in the
event that the County is unable to fulfill its obligations under this Contract as a result of lack of sufficient fanding, or
if funds become unavailable.)
29ih Street Medical Plaza Page 15 of Exhibits Landlord
Filename: Lease - Suite 113 - Brazos Countyv3.doc Tenant
County of Brazos County
ARCHITECT SERVICES CONTRACT
This Contract is between the County of Brazos County, Texas,("the County")
and Jim Singleton Architects (the "Architect"), whereby the Architect agrees to provide
the County with certain professional services as described herein and the County agrees
to pay the Architect for those services.
ARTICLE I
Scope of Services
1.01 Inconsideration of the compensation stated in paragraph 2.01 herein below, the
Architect agrees to provide the County with the professional services as described in
Exhibit "A", the Scope of Services.
ARTICLE II
Payment
2.01 In consideration of the Architect's provision of the professional services in
compliance with all terms and conditions of this contract, the County shall pay the
Architect according to the terms set forth in Exhibit "A" and "B." Except in the event of
a duly authorized change orders, approved by the County as provided in this Contract.
ARTICLE III
Time of Performance (PLANNING)
3.01 The Architect shall exercise a degree of care and diligence in the performance of
all services under this Architect in accordance with the professional standards
prevailing among Architects in the location in which the Architect practices, skilled in
design for projects of similar scope, and all of the Architect services shall be performed
as expeditiously as is consistent with said standards and the orderly progress of the
work.
3.02 Time is of the essence of this Contract. The Architect shall be prepared to
provide the professional services in an expedient and efficient manner possible in order
to complete the work in a timely manner. Promptly after the execution of this Contract,
the Architect shall prepare and submit for the County to approve in writing, a detailed
VOL la l PWI3(0
1 of 18 pages
schedule for the performance of the Architect's services. The Architect's schedule shall
include allowances for periods of time required for the County's review and for
approval of submissions by authorities having jurisdiction over the Project. The time
limits established by this schedule over which Architect has control shall not be
exceeded without written approval from the Commissioner's Court.
3.03 The Architect's services consist of all of the services required to be performed by
the Architect, Architect employees and Architect consultants under the terms of this
contract. Such services include normal structural, mechanical and electrical engineering
services reasonably necessary for the Project. The Architect shall contract and employ,
at his expense, consultants listed above for the design of the Project, and such
consultants shall be licensed as required by the State of Texas and approved in writing
by the County in a timely manner.
3.04 The Architect shall designate a principal of the firm reasonably satisfactory to
the County who shall, so long as employed by the Architect and acceptable to the
County, remain in charge of professional services through completion of the design
and be available for general consultation throughout the Project. Any replacement of
that principal shall be approved in writing (which shall not be unreasonably withheld)
by the County, prior to replacement. The County shall also designate an on site
representative and appoint an oversight committee approved by the Commissioners
Court.
3.05 The Architect shall be responsible for the coordination of all drawings and
design documents used on the Project. The Architect shall also be responsible for the
completeness and accuracy of all drawings and specifications as prepared and
reasonably interpreted by Architect and its consultants for their compliance with all
applicable codes, ordinances, regulations, laws and statutes in effect at the time of
preparation.
3.06 The Architect's evaluations of the preliminary estimates of construction cost
shall be based on the Architect's best judgment as a design professional familiar with
the construction industry, however, Architect is not a General Contractor and is not
responsible for construction cost accuracy.
ARTICLE IV
Conceptual Design (Schematic Design)
4.01 Upon the Architect's approval from Commissioner's Court, a letter of
authorization to commence planning, the Architect shall meet with each department of
VOL lai pAGUE-137 1i~ l 3.
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the County that is included in the design or re-design for the purpose of determining
the nature of the Project. The Architect shall use, where applicable, the County's Long
Range Planning documents to assist in space requirements. The County shall designate
a representative to act as the contact person on behalf of the County.
4.02 The Architect shall determine the County's needs with regard to the Project,
including, but not limited to, tests, analyses, reports, site evaluations, needs surveys,
comparisons. Architect shall verify the observable existing conditions of the Project.
The Architect shall prepare a detailed design phase schedule which includes all review
and approval periods during the schematic design, design development and
construction document phases.
4.03 The Architect shall prepare a conceptual design that shall include schematic
layouts, surveys, sketches and exhibits demonstrating the considerations involved in
the Project. The conceptual design shall contemplate compliance with all applicable and
currently existing laws, statutes, ordinances, codes and regulations. Upon the County's
request, the Architect shall meet with the Commissioner's Court or appointed
Committee to make a presentation of his or her report.
ARTICLE V
Preliminary Design (Design Development)
5.01 The County shall direct the Architect to commence work on the Project design
by approval of the Commissioner's Court or appointed committee. The Architect shall
meet with the County for the purpose of determining the extent of any revisions to the
Conceptual Design.
5.02 The Architect shall prepare the preliminary design of the Project, including, but
not limited to, the preliminary drawings and specifications and other documents to fix
and describe the character of the Project as to architectural, structural, mechanical and
electrical systems, materials and such other elements as may be appropriate. The
Architect shall submit to the County a detailed design and estimate of the construction
costs of the Project, based on current area, volume, or other unit costs.
5.03 Upon completion of the preliminary design of the Project, the Architect shall
meet with the approved committee for Brazos County to make a presentation of the
preliminary design of the Project. The Architect shall provide an explanation of the
preliminary design and cost estimate and shall verify that, to the best of Architect's
belief and if the Project requirements and construction can be completed within the
project budget and schedule.
VOL ~a-J_PAGE 138 Z 19
3 of 18 paces
ARTICLE VI
Final Design Phase (Contract Documents)
6.01 The County shall direct the Architect to commence work on the Final Design
Phase of the Project by sending to the Architect a "Letter of. Authorization" to begin
work on. the Final Design Phase of the Project. Upon receipt of the Letter of
Authorization to proceed with final design of the Project, the Architect shall
immediately prepare the Final Design Phase, including, but not limited to, the bid
documents, contract, drawings, and specifications, to fix and describe the size and
character of the Project as to structural, mechanical, and electrical systems, materials,
and such other elements as may be appropriate. The Final Design Phase of the Project
shall comply with all applicable laws, statutes, ordinances, codes and regulations in
effect at the time of the preparation as reasonably interpreted by the Architect and its
consultants.
6.02 Upon approval of the final design, the final design will be sufficient for
construction of the Project.
6.03 The Architect shall cooperate with Purchasing to obtain bids' for the
construction contract between the County and the Contractor. The Architect
hereby agrees that no changes, modifications, supplementations, alterations, or
deletions will be made to the Project unless warranted by necessity and approved
by the appointed committee of the Commissioner's Court.
6.04 Architect shall provide the County with contract documents sufficient to be
advertised for bids by the County. The contract documents shall include the design and
specifications and other changes that are required to fulfill the purpose of the Project.
Upon completion of the final design of the Project, with the submission of the complete
contract documents, and upon request of the County, the Architect shall meet with the
approved Committee for Brazos County and/or the Commissioner's Court to present
the final design of the Project. The Architect shall provide an explanation of the final
design and cost estimate.
ARTICLE VII
RFP Preparations & Evaluation
7.01 After approval by the Commissioners Court of the Final Design and cost
estimates, the Architect shall assist the County in advertising for and obtaining bids or
1 "Bids" as referred to herein shall mean Requests For Proposals and/or competitive sealed proposals.
VOL )4 PAGE 139
4 of 18 naves
negotiating proposals for the construction of the Project. Upon request, the Architect
shall meet with the approved Committee and/or the Commissioner's Court to present,
and make recommendations on the bids submitted for the construction of the Project.
7.02 The Architect shall review the construction Contractors' bids, including
subcontractors, if applicable under the project delivery method, suppliers, and other
persons required for completion of the Project. The Architect shall evaluate each bid
and provide these evaluations to the County along with a recommendation on each
bid. If the lowest and best bid for the construction of the Project exceeds the final cost
estimate set forth in the final design of the Project, then the Architect, at his sole cost
and expense, shall revise the construction documents so that the total construction
costs of the Project will not exceed the final cost estimate contained in the final design
of the Project.
7.03 Where substitutions are requested by a construction contractor, the Architect
shall review the substitution requested and approve or disapprove such substitutions.
ARTICLE VIII
Construction
8.01 The Architect shall be a representative of, and shall advise and consult with, the
County (1) during construction, and (2) at the County's direction from time to time
during the correction, or warranty, period described in the construction contract. As a
representative of the County, the Architect shall have authority to act on behalf of the
County only to the extent provided in this Agreement unless modified by written
instrument. The Architect is not an agent of the County and is an independent
Contractor.
8.02 The Architect shall make visits to the site, with a frequency appropriate to the
stage of construction and the scope of the Project, to observe the progress and quality
of the executed work of the construction contractor and its subcontractors and to
determine in general if such work is proceeding in accordance with the Contract
documents.
8.03 The Architect shall keep the County informed of the progress and quality of the
work by meeting every other week with the approved County Committee. The
Architect will exercise reasonable care in discovering and promptly reporting to the
County any visually observable defects or deficiencies in such work and shall
disapprove or reject any work failing to conform to the contract documents.
t
VOL Ia) PACE ) 470 i
5 of 18 pages
8.04 The Architect shall review and approve shop drawings and samples, the results
of tests and inspections, and other data that each construction contractor or
subcontractor is required to provide. The Architect's review and approval shall
include a determination whether the work, when completed, conforms to the
requirements of the contract documents.
8.05 In the event that a material or equipment substitution is required in the
construction phase, the Architect shall determine the acceptability of substitute
materials and equipment that may be proposed by construction contractors or
subcontractors.
8.06 The Architect shall issue all instructions of, the County to the construction
contractor as well as interpretations and clarifications of the contract documents
pertaining to the performance of the work. The Architect shall interpret the contract
documents and judge the performance by the contractor constructing the Project, and
the Architect shall, within a reasonable time, render such interpretations and
clarifications as deemed necessary for the proper execution and progress of the Work.
The Architect shall receive no additional compensation for providing clarification of the
Drawings and Specifications.
8.07 The Architect shall review the amounts owed to the construction contractor and
recommend to the County, in writing, payments to the construction contractor of such
amounts. The Architect's recommendation of payment, being based upon the
Architect's on-site inspections and experience and qualifications as a design
professional, shall constitute a recommendation by the Architect to the County that the
quality of such work is substantially in accordance with the contract documents and
that the work has progressed to the point reflected in Architect's recommendation for
payment.
8.08 Upon notification from the construction contractor that the Project is
substantially complete, the Architect with County's representative shall conduct an
inspection of the site to determine if the Project is substantially complete
8.09 The Architect shall perform all of his or her duties under this Article VIII so as to
not cause any delay in the progress of construction of the Project.
8.10 The Architect shall assist the construction contractor and County in obtaining
an Occupancy Permit by accompanying governing officials during inspections of the
Project if requested to do so by the County.
VOL Ian PAGE 141
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ARTICLE IX
Change Orders & Documents & Materials
9.01 No changes shall be made, nor will invoices for changes, alterations,
modifications, deviations, or extra work or services be recognized or paid except upon
the prior written order from authorized personnel of the County. The Architect shall
not execute change orders on behalf of the County or otherwise alter the financial
scope of the Project.
9.02 Change Orders that do not alter the approved budget shall be approved by the
committee appointed by Commissioner's Court. Any request by the Architect for an
increase in. the Scope of Services or an increase in the amount listed in
paragraph 2.01 of this Contract shall be made and approved by the County prior
to the Architect providing such services. If there is a dispute between the Architect
and the County regarding whether the Architect's service is addition to the Scope of
Services included in this Contract, the Architect agrees to continue providing on a
timely basis all services to be provided by the Architect hereunder, including any
service as to which there is a dispute.
9.03 The Architect shall furnish the County four sets of plans and specifications. It is
hereby agreed that additional copies shall be provided to the County at the County's
expense. The Architect shall provide copies of documents, computer files if available,
surveys, notes, and tracings used or prepared by the Architect. The foregoing
documentation, the work product, and other information in the Architect's possession
concerning the Project shall be the property of the County's from the time of
preparation; provided the Architect has been compensated for services performed
pursuant to this Contract. The Architect shall also furnish one set of reproducible
electronic records or digital files representing the final as-built record drawings
provided by the construction contractor to the architect.
9.04 The Architect shall prepare Change Orders and Construction Change Directives
for the County's approval and execution in accordance with the Contract Documents.
The Architect may authorize minor changes in the Work not involving an adjustment
in the Contract Sum or an extension of the Contract Time which are consistent with the
intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce
and distribute Drawings and Specifications to describe Work to be added, deleted or
modified.
9.04.1 The Architect shall review properly prepared timely requests by the County or
Contractor for changes in the work, including adjustments, which shall be
VOLIaI PAGE Ind
7 of 18 pages
accompanied by sufficient supporting data and information to permit the Architect to
make a reasonable determination without extensive investigation or preparation of
additional drawings or specifications. If the Architect determines that requested
changes in the work are not materially different from the requirements of the Contract
Documents, the Architect may issue an order for a Minor Change in the Work or, on
Contractor requested changes, recommend to the County that the requested change be
denied.
9.04.2 If the Architect determines that implementation of the requested changes would
result in a material change to the Contract that may cause an adjustment in the
Contract Time or Contract Sum, the Architect shall make a recommendation to the
County, who may authorize further investigation of such change. Upon such
authorization, and based upon information furnished by the Contractor, if any, the
Architect shall estimate the additional cost and time that might result from such
change including any additional costs attributable to a changes in services of the
Architect. With the County's approval, the Architect shall incorporate those estimates
into a Change Order or other appropriate documentation for the County's execution or
negotiation with the Contractor.
9.04.3 The Architect shall maintain records relative to changes in the work.
ARTICLE X
Project Completion
10.01 The Architect shall conduct inspections to determine the date or dates of
substantial completion and the date of final completion. The Architect shall also
receive from the Contractor and forward to the County's review and records, written
warranties and related documents required by the contract documents and assembled
by the Contractor. The Architect shall also issue a final certificate for Payment upon a
final inspection based on the Architect's visual observations.
10.02 The Contractor shall prepare a checklist of items that shall be completed prior to
final acceptance and the Architect will verify the accuracy and completeness of the list
submitted by the Contractor. Upon notification by the construction contractor that the
checklist items have been completed, the Architect shall inspect the Project to verify
final completion. The Architect's inspection shall be conducted with the County's
representative for the conformance of the work with the requirements of the contract
documents and to verify the accuracy and completeness of the list submitted by the
Contractor of work to be completed or corrected.
VOL lal PAGE 143
Q-4:IQ o~
10.03 When the work is found to be substantially complete and, upon determining
final completion, the Architect shall inform the County about the balance of the
contract sum remaining to be paid the Contractor, including any amounts needed to
pay for final completion or correction of the work.
10.04 The Architect shall receive from the Contractor and forward to the County: (1)
consent of surety or sureties, if any to reduction in or partial release of retainage or the
making of final payment and (2) affidavits, receipts, releases and waivers of liens or
bonds indemnifying the Owner against liens.
10.05 The Architect shall also receive and review maintenance and operating
instruction manuals, schedules, guarantees, and certificates of inspection, which are to
be assembled by the construction contractor in accordance with the contract documents.
ARTICLE XI
Warranty, Indemnification & Release
11.01 Approval of the County shall not constitute,- or be deemed, a release of the
responsibility and liability of the Architect, its employees, agents, or associates for the
exercise of skill and diligence to promote the accuracy and competency of their
designs, information, plans, specifications or any other document, nor shall the
County's approval be deemed to be the assumption of responsibility by the County for
any defect or error in the aforesaid documents prepared by the Architect or the
Architect's employees, associates, agents, and subcontractors.
11.02 The Architect shall promptly correct any defective designs or specifications
furnished by the Architect at no cost to the County. The County's approval, acceptance,
use of, or payment for, all or any part of the Architect's services hereunder or of the
Project itself shall in no way alter the Architect's obligations or the County's rights
hereunder.
11.03 In all activities or services performed hereunder, the Architect shall be deemed
an independent contractor, and not an agent or employee of the County. The Architect
and his or her employees are not the agents, servants, or employees of the County. As
an independent contractor, the Architect shall be responsible for the professional
services and the final work product contemplated under this contract. Except for
materials furnished by the County, the Architect shall supply all materials, equipment,
and labor required for the professional services to be provided under this contract.
VOL lal kGE 144 ~ J3 T ~
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11.04 The Architect must at all times exercise reasonable precautions on behalf of, and
be solely responsible for, the safety of his or her employees for the project.
11.05 Indemnity/ Comparative Negligence: The Architect shall indemnify the County
only to the extent of the liability that was caused by an act or omission of the Architect.
To the fullest extent by law, the Architect agrees to and shall indemnify, hold harmless,
and defend the County, its officers, and employees (if requested by the County) from
and against any and all claims, losses, damages, causes of action, suits, and liability, of
every kind including all expenses of litigation, court costs, and attorney's fees for injury
to or death of any person, for damages to any property arising out of or in connection
with any negligent act or services performed by the Architect under this Contract,
provided and only to the extent that any such claim, loss, damage, cause of action, suit,
or liability is caused in whole or in part by a negligent act or omission of the Architect.
ARTICLE XII
Insurance
12.01 The Architect shall procure and maintain required insurance at its sole cost and
expenses for the duration of this agreement.
ARTICLE XIII
Use of Drawings, Specifications and Other Documents
13.01 The drawings, specifications and other documents prepared by the Architect for
this project shall become the property of the County upon full payment to the Architect
for services provided whether or not the project is completed. The County shall be
furnished and permitted to retain reproducible copies and electronic versions of
Architect's drawings, specifications and other documents.
13.02 The documents prepared by the Architect may be used as a prototype for other
facilities by the County. The County may elect to use the Architect to perform the site
adaptation and other architectural services involved in reuse of the prototype. If so, the
Architect is obligated to perform the work for an additional compensation that will
fairly compensate the Architect and required consultants only for the additional work
involved.
13.03 In the event of termination of this agreement for any reason, and upon full
payment to Architect for the services provided the County shall receive all original
v00a► PAGE 4s
n -4r 1 Q
documents prepared to the date of termination and shall have the right to use those
documents and any reproductions in any way necessary to complete the Project.
13.04 Only the details of the drawings relating to this project may be used by the
Architect on other projects, but they shall not be used as a whole without written
authorization by the County. The County's furnished forms, conditions, and other
written documents shall not be used on other projects by the Architect.
ARTICLE XIV
Termination
14.01 The County may terminate the Architect at any time upon thirty (30) calendar
days written notice. Upon the Architect's receipt of such notice, the Architect shall cease
work immediately. The Architect shall be compensated for the services performed
pursuant to the contract which are not in dispute prior to the termination date.
14.02 If, through any cause, the Architect fails to fulfill his or her obligations under this
Contract, or if the Architect violates any of the agreements of this Contract, the County
has the right to terminate this Contract by giving the Architect five (5) calendar days
written notice to the Architect. The Architect will be compensated for the services
performed pursuant to the contract before the termination date. However, the County
reserves the right to make a claim for damages pursuant to Articles XV and XVI below.
14.03 No term or provision of this Contract shall be construed to relieve the Architect
of liability to the County for damages sustained by the County because of any breach of
contract and/or negligence of the Architect.
ARTICLE XV
Mediation
15.01 Any claim dispute or other matter in question arising out of or related to this
agreement shall be subject to mediation as a condition precedent to arbitration or the
institution of legal or equitable proceedings by either party. If such matter relates to or
is the subject of a lien arising out of the Architect's services, or a disputed and unpaid
sum for such services, the Architect may proceed in accordance with applicable law to
comply with the lien notice or filing deadlines prior to resolution of the matter by
mediation or by arbitration.
VOL la 1 PA* GE 14(n / .13< ( I
11 of 18 pages LAV
15.02 The County and Architect shall endeavor to resolve claims, disputes and other
matters in question between them by mediation which, unless the parties mutually
agree otherwise, shall be in accordance with the Construction Industry Mediation Rules
of the American Arbitration Association currently in effect. Request for mediation shall
be filed in writing with the other party to this Agreement and with the National
Mediation Academy of Texas. The request may be made concurrently with the filing of
a demand for arbitration but, in such event, mediation shall proceed in advance of
arbitration or legal or equitable proceedings, which shall be stayed pending mediation
for a period of 60 days from the date of filing, unless stayed for a longer period by
agreement of the parties or court order.
15.03 The parties shall share the mediator's fee and any filing fees equally. The
mediation shall be held in the place where the Project is located, unless another location
is mutually agreed upon. Agreements reached in mediation shall be enforceable as
settlement agreements in any court having jurisdiction thereof.
XVI
Arbitration
16.01 Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to arbitration. Prior to arbitration, the parties shall endeavor
to resolve disputes by mediation in accordance with Article 15..01.
16.02 Claims, disputes or other matters in question between the parties that are not
resolved by mediation shall be decided by arbitration which unless the parties mutually
agree otherwise, shall be in accordance with the Construction Industry Arbitration
Rules of the American Arbitration Association currently in effect.
Demand for arbitration shall be filed in writing with the other party to this
Agreement and with the American Arbitration Association.
16.03 A demand for arbitration shall be made within a reasonable amount of time
after the claim, dispute or other matter in question has arisen. In no event shall the
demand for arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be barred
by the applicable statute of limitations.
16.04 No arbitration arising out of or relating to this Agreement shall include, by
consolidation or any other manner, an additional person or entity not a party to this
VOL 1a) PAGE 147
12 of 18 uaees
Agreement, except by written consent containing a specific reference to this Agreement
and signed by the County, Architect, and any other person or entity sought to be joined.
Consent to arbitration involving an' additional person or entity shall not constitute
consent to arbitration of any claim, dispute or other matter in question not described in
the written consent or with a person or entity not named or described therein. The
foregoing agreement to arbitrate and other agreements to arbitrate with an additional
person or entity duly consented to by the parties to this Agreement shall be specifically
enforceable in accordance with applicable law in any court having jurisdiction thereof.
16.05 The award rendered by the arbitrator or arbitrators shall be final, and judgment
may be entered upon it in accordance with applicable law in any court having
jurisdiction thereof.
ARTICLE XVII
Miscellaneous Terms
17.01 This Contract has been made under and shall be governed by the laws of the
State of Texas. The parties agree that performance and all matters related thereto shall
be in Brazos County, Texas.
17.02 Notices shall be mailed to the addresses designated herein or as may be
designated in writing by the parties from time to time and shall be deemed received
when sent postage prepaid U.S. Mail to the following addresses:
County of Brazos
Attn: Pat Howard, Purchasing Agent
200 South Texas Ave., Suite 352
Bryan, TX 77803
Architect: Jim Singleton Architects
Jim Singleton, AIA
1711 Cavitt Avenue
Bryan, Texas 77801
17.03 No waiver by either party hereto of any term or condition of this Contract shall
be deemed or construed to be a waiver of any other term or condition or subsequent
waiver of the same term or condition.
17.04 This Contract represents the entire and integrated agreement between the
County and the Architect and supersedes all prior negotiations, representations, or2
VOL D) PAGE 149
13 of 18 Pages
agreements, either written or oral. This Contract may only be amended by written
instrument approved and executed by the parties.
17.05 This Contract and all rights and obligations contained herein, may not be
assigned by either party without the prior written approval of the other.
17.06 If any provision of this contract shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and enforceable. If a
court of competent jurisdiction finds that any provision of this contract is invalid or
unenforceable, but that by limiting such provision it may become valid and
enforceable, then such provision shall be deemed to be written, construed, and
enforced as so limited.
17.07 The Architect and his or her employees must comply with all applicable federal
and state laws and with all applicable rules and regulations promulgated by local,
state, and national boards, bureaus, and agencies. The Architect must obtain all
necessary permits and licenses required for the performance of its work.
17.08 The Architect acknowledges that he or she has read, understood, and intend to
be bound by the terms and conditions of this Contract.
17.09 This contract will be effective when signed by the Architect and approved and
signed by Commissioner's Court.
VOL 0-1 PAGE 'I ~9
14 of 1R nave.G
17.10 Notice of Indemnification. County and Architect hereby acknowledge and agree
that this contract contains certain indemnification obligations and covenants
Approved by: Approved by:
Architect: Jim Singleton Architects Brazos County Judge:
Name:
Name: Randy S'
Signatur . Signature:
Date: Date:
Sf~CSq
Attest:
Karen McQueen
Brazos County Clerk ~
Date: "20
VOL P PRGE
15 of 18 pages
Exhibit "A"
Scope of Services
For the Phase Two 2009 Building Program for the existing Brazos County Exposition Complex,
Jim Singleton Architects will perform the following work:
1. PAVILION: Add one Pavilion to match the existing Pavilion with changes as requested by
Tom Quarles and his staff.
2. COVERED ARENA: Add a new 77,000 s.f. Covered Arena using the same pre-engineered
building design as the existing Covered Arena but with on 800 seats and other changes as
requested by Tom Quarles and his staff. ,
3. COVERED WARM-UP ARENA: Using a portion, approximately 35,000 s.f. of the same pre-
engineered building design as the existing Pavilion, design a new Covered Warm up Arena that
will eventually become another Pavilion. Changes will be made as requested by Tom Quarles
and his staff.
4. COVERED CONNECTIONS TO BUILDINGS: The existing Covered Arena will be extended to
cover the drives at the North and South ends of the Covered Arena to provide driveway
coverage to the Exhibit Hall to the North and the new Covered Arena to the South.
5. REQUIRED PARKING: JSA will work with The City of Bryan to calculate and provide at least the
minimum parking spaces required by the additional buildings.
6. ADD APPROXIMATELY 100 RV SPACES: JSA will work with Tom Quarles and his staff to
plan the optimum location for the addition of 100 RV parking spaces and then coordinate this
work with The County's civil engineer, Kling Engineering & Surveying.
7. NEW SOUTH GATE ENTRY ROAD OFF JONES ROAD: JSA will work with The County's civil
engineer, Kling Engineering & Surveying on the location of the new road to connect existing
drives and roads to the new road leading to the South gate on Jones Road.
END OF EXHIBIT "A"
VOL lad PRGGE 151
16 of 18 pages
Exhibit "B"
Payment Terms
Compensation is based on an agreed percentage(%)of the Construction cost, unless
otherwise specified. The County will reimburse the Architect for actual, non-salary
expenses at the rate above the Architects actual costs with a not to exceed number. Unless
amended by a duly authorized written change order, the total payment for all invoices on
this job, including both salary and non-salary expenses, shall not exceed the amount
agreed upon.
The Architect must submit monthly invoices to the County, accompanied by an
explanation of charges, professional fees, services, and expenses. Normal payment terms
are no later than thirty (30) calendar days after the Auditor's office receives the invoice.
Payments will be made after approval at a regular scheduled meeting of the Brazos County
Commissioner's Court. The Brazos County Commissioner's Court normally meets every
Tuesday of each monthly.
C,J~
VOL Q-1 PAGE 152-
17 of 18 pages
Exhibit "C"
Certificate(s) of Insurance
Before commencing work, the successful firm shall be required, at his own expense, to
furnish Brazos County Purchasing Department with evidence showing insurance
coverage, meeting the minimum levels set forth below, to be in force throughout the
term of the contract.
Please state the limits of each policy you have in effect: Professional Liability (in
combined single limit)............ $1,000,000.00
A. Workers Compensation ...............................................Statutory
B. General Liability .................................................$1,000,000.00
Brazos County is to be named as additional insured on Comprehensive Coverage.
Each insurance policy to be furnished by the successful party shall include, by
endorsement to the policy, a statement that a notice shall be given to Brazos County by
certified mail thirty (30) days prior to cancellation or upon any material change in
coverage.
Bid Bond - Not required
Performance/Payment Bond - Not required
~o~ la I PAGE 153
18 of 18 pages
KLING ENGINEERING & SURVEYING
Consulting Engineers • Land Surveyors
4101 S. Texas Avenue, Suite A Post Office Box 4234
Bryan, Texas 77802. Bryan, Texas 77805
Telephone 9791846-6212
Fax 979/846-8252
B.J. Kling, P.E., R.P.L.S. - Inactive
S.M. Kling, R.P.L.S.
Fred Paine, P.E.
Brazos County Judge's Office. March 31, 2009
c/o: County Judge Randy Sims
200 S. Texas Ave, Suite 332
Bryan, TX 77803
Re: The Brazos County Exposition Center Subdivision - Lot 1, Block 1, Phase 1
The Brazos County Exposition Center Site Improvements
Proposal Addendum
Dear Judge Sims,
Based on meetings with Tom Quarrels, Gary Arnold, Duane Peters, and Jason Kinnard of
JSA, we have determined an additional scope of work to be conducted for the expansion of the
Brazos County Exposition Center.
The following is the additional scope of the work:
Cost
Surveying
As-Built & Topographic Survey: $5,500.00
A topographic survey of approximately 12 acres to include as-built locations of
existing facilities and above ground evidence of existing utilities within the
additional proposed project area.
Surveying Sub-Total: $5,500.00
Engineering
Provide Site Civil Design Services to Amend the Base Bid & Alternate Bid
Plan Elements:
• Covered Warm-Up Arena (Added to Base Bid Plan)
• Covered Arena #2 (Added to Base Bid Plan)
Item Omitted from Scope
50f RV Parking Spaces (Added to Alternate #4 Plan)
(Item does not include site amendment to relocate existing storage buildinglarea)
• Detailed design of Public Waterlines (Approx. 7901f of 8"), Sanitary Sewer
Service, & horizontal routing of electric, telephone, etc. To include required
water design report
• Detailed analysis and design of Storm Sewer (Approx. 1,900 ID
VOL 1aI PAGE 15_4
343 0 q00 _g0 I (0'000 d continued: pg I of 4
• Additional Detention design and Amendment to storm water drainage report.
Proposed location of additional detention downstream of project in existing
channel area (This location is not finalized and is pending consultation with
environmental consultant. Should this proposed location not be acceptable due
to USACE issues, the additional detention will be located at previously
proposed area adjacent to Jones Road.)
• Coordination with other design professionals on the above work effort, i.e.
architect, MEP, structural
Engineering Sub-Total: $40,500.00
Additional Services
Coordination with Environmental Consultant for Detention Pond. The County $2,000.00
• will need to contract separately with the Environmental Consultant.
Total for Professional Services: $48,000.00
Deliverables will consist of 1 interim set of vellum construction plans and 1 final set of vellum construction
plans upon City of Bryan site plan approval. City of Bryan has specified that all Civil Site Plans and Public
Infrastructure Construction Plans be on 24"06" size sheets. Proposal is to provide drawings meeting this
size requirement. If desired, final drawings can be transferred onto E-size sheets without change in scale or
view.
The costs outlined above are for a one-time, one phase project design. We will coordinate with Jim
Singleton Architects for a final layout of the parking and drive aisles. Should the site layout change or
grading be requested to be significantly revised after initial coordination effort, we will gladly revise the
associated plans on an hourly basis at $100.00/hr.
The current phase of design is pending approval from the City based on minor comments regarding items
such as parking space dimension, landscaping, and existing utilities. We understand that the County would
like the additional scope items added to the existing plan set. This will invoke a "new submittal" to the City
with respect to the plans.
We are prepared to begin the additional work and anticipate a completion date of April 30' for a re-
submittal date to the City of Bryan of May 4' .
continued: pg 2 of 4
VOL lal. PACE 155
The following additional services can be provided as requested.
Additional services:
• Bidding Period Services: Such as quantity take-offs, pre-bid meetings, etc $125.00/hr
• Construction Administration: Time & Resources spent by Engineer and/or Engineer's Consultant(s)
on addressing issues & rendering decisions arising from: Contractor initiated requests for
clarification or information, Owner/Contractor initiated changes, claims, disputes, differing site
conditions, and the like $125.00/hr
• Reproduction Costs: Billed to Owner at Cost + 10%
• Transmittal Costs (Postage, Long Distance, ect.): Billed to Owner at Cost
• Landscape Plan (Required for Site Plan Submittal)
• Additional Survey Work: Such as easements by separate instrument, plats, exhibits, As-Built
verification of utilities, As-built verification of Detention Facility, etc.
$125.00/hr fieldwork $100.00/hr office work
This scope of work does not include:
• Submittal Fees
• Landscape & Irrigation Plan (required for Site Plan submittal)
• Coordination with landscape or irrigation consultants
• Geotechnical or materials testing control. Various testing of soils, soils reports &
recommendations, compaction, and materials testing will be an additional project cost to be
considered with construction cost of the project.
• Insuring compliance with or permitting for wetlands, Corps of Engineers (COE), Endangered
Species, Archaeological, or other possible entities requiring submittals or permits prior to
construction.
• As-Builts for proposed civil construction elements (Water, Sewer, Storm Sewer, Detention
Pond, Paving, Buildings) This can be provided as required for an hourly rate of
$125.00/hour-field crew and $100.00/hr-office work.
We will need the following prior to commencement of site plan preparation:
• M.E.P. plans documenting utility service entrance locations into the building & design
demand rates (domestic water, domestic waste, gas, electric, verizon, ect..).
continued: pg 3 of 4
VOL 1al PAGE 16(
Incremental monthly invoices will be provided based on work completed.
Thank you for the opportunity to submit this proposal. We look forward to working with you on
another successful addition to the Brazos County Exposition Center. If there is any way in which we
can assist you further on this project, or should you have any questions, please do not hesitate to call.
Sincerely, Fred Paine, P.E:
The Brazos County Exposition Center Subdivision - Lot 1, Block 1, Phase 1
The Brazos County Exposition Center Site Improvements
Proposal Addendum
Please indicate your acceptance of these terms by signing the following:
CLIENT: razo u
By:
Title: l tMjL~y SycASL~
Date Signed: ,511 q /D9
pg 4 of 4
VOL ~a) PAGE ~ 5~