7/lb//a-95 Sublease Date: June 26, 2012 Sublessor: Alamo Area Council of Govemments Sublessor's Address: 8700 Tesoro Dr., Suite 700 San Antonio, TX 78217-6228 Sublessee: Foundation Sublessee's Address: 8700 Tesoro Dr., Suite 340 San Antonio, TX 78217-6228 Subleased Premises: 4,037 square feet of office space in that certain office building (the 'building") commonly known as the Petroleum Tower I, located at 8700 Tesoro Drive, in Bexar County, San Antonio, Texas 78217. Parking: One covered parking space shall be dedicated to Sublessee's exclusive use during the Sublease Term Sublease Commencement Date: July 1, 2012 Sublease Termination Date: June 30, 2014. Sublessee shall have the right to terminate this lease at any time with 30 days written notice provided at the time such notice is given, Sublessee pays the outstanding balance owed to Sublessor for Sublessor's advancement of funds for Finish Out costs. Sublease Term: Twenty-four months Sublease Rent: $6,055.50 per month (based on a rate of $18.00 a square foot annually Information Technology Support: Sublessee shall contract separately with a third party vendor for all IT support, including telecommunication and intemet services. Sublessor shall assist in IT support as mutually agreed. Security Deposit: A security deposit in the amount of $6.055.50 shall be due at the commencement of this Sublease. Tenant's Insurance: As required by Insurance Addendum Landlord's Insurance: As required by Insurance Addendum Permitted Sublease Use: Office use related to the operation of Sublessee's nonprofit company. Base Lease: Base Lease Date: August 14, 2000 Landlord: The Petroleum Towers -- Cotter, L.L.C. Tenant: Alamo Area Council of Governments Premises: 66,321 square feet of space in that certain office building (the 'building") commonly known as the Petroleum Tower I, located at 8700 Tesoro Drive, in Bexar County, San Antonio, Texas 78217. A. Sublessee agrees to-- 1. Sublease the Subleased Premises for the Sublease Term beginning on the Sublease Commencement Date and ending on the Sublease Termination Date. 2. Pay the Sublease Rent to Sublessor in advance of the first day of each month. 3. Obey all laws relating to Sublessee's use of the Subleased Premises and terms of the Base Lease as they apply to the Subleased Premises. 4. Vacate the Subleased Premises and return all keys to the Subleased Premises on termination of this sublease. 5. INDEMNIFY, DEFEND, AND HOLD SUBLESSOR AND AGENTS HARMLESS FROM ANY INJURY (AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE, INCLUDING FEES AND OTHER FEES AND COURT AND OTHER COSTS) OCCURRING IN ANY PORTION OF THE SUBLEASED PREMISES. THE INDEMNITY CONTAINED IN THIS PARAGRAPH IS INDEPENDENT OF INSURANCE, WILL NOT BE LIMITED BY COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER THE COMPENSATION ACT OR SIMILAR EMPLOYEE BENEFIT ACTS, WILL SURVIVE THE END OF THE SUBLEASE TERM, AND WILL APPLY EVEN IF AN INJURY IS CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OR STRICT LIABILITY OF SUBLESSOR OR AGENTS, BUT WILL NOT APPLY To THE EXTENT AN INJURY IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUBLESSOR OR AGENTS. 6. Maintain liability insurance for the Subleased Premises and the conduct of Sublessee's business, with Sublessor named as an additional insured, in the amounts stated in the Base Lease. 7. Maintain insurance on Sub1essee'S personal property. 8. Deliver certificates of insurance to Sublessor before the Sublease Commencement Date and thereafier when requested. B. Sublessee agrees not to-- 1. Use the Subleased Premises for any purpose other than the Permitted Sublease Use. 2. Create a nuisance. 3. Interfere with any other tenant's normal business operations or Landlord's management of the building. 4. Permit any waste. 5. Use the Subleased Premises in any way that is extrahazardous, would increase insurance premiums, or would void insurance on the building. 6. Change Landlord's lock system. 7. Alter the Subleased Premises. 8. Allow a lien to be placed on the Subleased Premises. 9. Assign this sublease or sublease any portion of the Subleased Premises without Sublessor's written consent. C. Sublessor agrees l. Sublease the Subleased Premises to Sublessee for the Sublease Term. 2. Comply with Tenant's obligations under the Base Lease. 3. Enforce Landlord's obligations under the Base Lease. 4. Make available to the Subleased Premises all services and rights provided under the Base Lease. 5. Obey all laws relating to Sublessor's operation of the Subleased Premises. 6. Return the Security Deposit to Tenant, less itemized deductions, if any, on or before the sixtieth day after the date Tenant surrenders the Premises. D. Sublessor and Sublessee agree to the following: 1. Defaults by Sublessee are failing to pay timely Sublease Rent, abandoning or vacating a substantial portion of the Subleased Premises, and failing to comply within ten days after written notice with any provision of the Base Lease or sublease other than the defaults set forth in or 2. Sublessor's remedies for Sublessee's default are to enter and take possession of the Subleased Premises, after which Sublessor may relet the Subleased Premises on behalf of Sublessee and receive the Sublease Rent directly by reason of the reletting, and Sublessee agrees to reimburse Sublessor for any expenditures made in order to relet, enter the Subleased Premises and perform Sublessee's obligations, and terminate this sublease by written notice and sue for damages. 3. Default by Sublessor is failing to comply with any provision of this sublease within thirty days after written notice or for such lesser period provided in the Base Lease. 4. Sublessee's remedy for Sub1essor's default is to sue for damages and, if the default is the failure to enforce Landlord's obligations under the Base Lease to provide services reasonably necessary for Sublessee to occupy the Subleased Premises, terminate the Sublease. 5. This sublease is subordinate to the Base Lease, a copy of which Sublessee acknowledges as received. 6. Sublessor may retain, destroy, or dispose of any property left in the Subleased Premises at the end of the Sublease Term. 7. Sublessor has all the rights of Landlord under the Base Lease as to Sublessee. 8. If either party retains an attorney to enforce this sublease, the party prevailing in litigation is entitled to recover reasonable attomey's fees and court and other costs. Signature page to follow: Executed this 16"' day of July, 2012 BY SUBLESSOR BY SUBLESSEE FOUNDATI Insurance Addendum to Sublease Sublease Date: July 1, 2011 Sublessor: Alamo Area Council of Governments Sublessee: Foundation This insurance addendum is part of the lease. A. Sublessee agrees to maintain-- 1. Causes of loss--special form insurance on Sublessee's leasehold improvements and personal property in the Premises in an amount equal to the full replacement cost. 2. Business income insurance insuring the loss of rent for a period of twelve months. Such insurance shall contain an agreed evaluation provision, and the amount of coverage shall be adjusted annually to reflect the rent payable for the next twelve-month period. Sublessee shall be responsible for the deductible amount payable in respect of such insurance. 3. Commercial general liability insurance, including contractual liability insurance coverage, covering Sublessee's operations within the Premises, with combined single limits of not less than $2,000,000 per occurrence for bodily injury or property damage, naming Sublessor as additional insured. 4. Worker's compensation insurance in the amount of $500,000.00 with a waiver of subrogation in favor of Sublessor. B. Sublessor agrees to 1. Causes of loss--special form insurance upon the building in which the Premises are located in an amount equal to the full replacement cost. 2. Commercial general liability insurance, including contractual liability insurance coverage, covering the property in which the Premises are located and Sublessor's operations with combined single limits of not less than $2,000,000 per occurrence for bodily injury or property damage. C. Sublessor and Sublessee agree that- l. The causes of loss--special form insurance policies maintained by them shall contain an agreed evaluation provision in lieu of a co-insurance clause, an increased--cost- of-construction clause, debris removal coverage, and a waiver-of-subrogation clause in favor of the party not carrying the insurance. 2. The commercial general liability insurance shall be primary to the maintaining party and not contributory to any similar insurance carried by the other party and shall contain a severability-of-interest clause. Ga Executed this 26"h'day of ,2012 BY SUBLESSOR ALAMO OUNC OVERNMENTS By; all!/LC Title. Exec ?ve irector BY SUBLESSEE