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CONFIDENTIALITY AND CONDITIONS OF OFFERING AGREEMENTPage 1 of 5Property: San Pedro PlazaLocation: San Antonio, TexasOwner: BFPHX SAN PEDRO LLCPotential Investor:Upon execution of this agreement (this “Agreement”), please remitentire agreement via facsimile or as a scanned image via email to:Attention: Patrick McCordEmail Address: Patrick.McCord@jll.comFacsimile: 512-532-19281. General Terms. Jones Lang LaSalle Americas, Inc., a Maryland corporation (“JLL”) represents Owner as Owner’s exclusiveagent or broker for the potential sale of the Property. This Confidentiality and Conditions of Offering Agreement (the"Agreement") will confirm the mutual understandings of Potential Investor, JLL, and Owner in connection with the disclosureand review of any and all information regarding the Owner or the Property that is provided to Potential Investor or anyRelated Party (as defined below) by Owner, JLL or any representative of Owner or JLL, including, but not limited to, anyoffering memorandum, documents, data, financial statements, reports, forecasts, projections, surveys, diagrams, records,engineering reports, and other documents, electronic transmittals or conversations concerning the Property or the Owner(the “Offering Materials”). Owner and/or JLL may make the Offering Materials available in written, electronic, or verbal formto the Potential Investor following JLL’s receipt of this Agreement, duly executed by Potential Investor. The Offering Materialsshall not include information that (i) is or becomes generally available to the public, (ii) was in the possession of theundersigned or any Related Party prior to the date of the Agreement (and is not subject to any pre-existing confidentialityagreement in favor of Owner, any affiliate thereof, and/or JLL), (iii) was obtained by the undersigned or any Related Partyfrom a third party who, to the knowledge of the undersigned and the Related Parties, is not subject to any confidentialityagreement regarding such information, or (iv) is independently developed by the undersigned or any Related Party withoutreliance on the Offering Materials. The terms of the Agreement follow.2. Ownership, Use and Return of Offering Materials. The Offering Materials shall continue to be the property of the Ownerand JLL. The Offering Materials will be used by the Potential Investor solely for the purpose of evaluating the possibleacquisition of the Property and not for any purpose unrelated to the possible acquisition of the Property. The OfferingMaterials may not be copied or duplicated without the Owner's and JLL’s prior written consent, and must be returned to JLL(or with JLL’s permission, destroyed by Potential Investor and any Related Party, and in such instance Potential Investor shallcertify in writing to JLL and Owner that such information has been so destroyed) immediately upon request or when thePotential Investor declines to make an offer for the Property or terminates any discussions or negotiations with respect tothe Property.3. Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf ofitself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information ofOwner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materialsavailable, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided,however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any), the PotentialInvestor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the"Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed byPotential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directedby Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with thisAgreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. Inthe event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investorwould constitute a breach of or a default under the terms hereof, the such act or omission by such Related Party shall bedeemed to be a breach of the terms hereof by Potential Investor.4. Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent of or actingon behalf of any other party in connection with the purchase of the Property. Potential Investor will not look to JLL or toOwner for any brokerage commission, finders fee, or other compensation in connection with the sale of the Property or anyinterest therein. Potential Investor acknowledges that it has not had any discussion regarding the Property with any brokeror agent other than the Potential Investor’s Representative (if any) identified above. Potential Investor shall indemnify andhold Owner and JLL and their respective officers, directors, shareholders, partners, members, employees, agents and
CONFIDENTIALITY AND CONDITIONS OF OFFERING AGREEMENTPage 2 of 5Property: San Pedro PlazaLocation: San Antonio, TexasOwner: BFPHX SAN PEDRO LLCPotential Investor:representatives and any affiliate, successor or assign thereof (collectively, the “Owner/JLL Related Parties”), harmless fromand against any and all claims, causes of action, damages, suits, demands, liabilities, fines, fees, costs and expenses (including,but not limited to, court costs and attorney’s fees) of any kind, nature or character relating to the Property by any agents orbrokers resulting from (i) any failure by Potential Investor or any Related Party to disclose any relationship Potential Investormay have with respect to any broker or other intermediary, (ii) any failure by Potential Investor to pay any amounts claimedby any broker or other intermediary (including, without limitation, any Potential Investor’s Representative), other than JLL,in connection with the marketing or sale of the Property and (iii) any breach or default hereunder by Potential Investor and/orany deemed breach or default hereunder by any Related Party.5. No Representations as to Offering Materials or Condition of Property. Potential Investor understands and acknowledgesthat neither Owner, JLL nor any Owner/JLL Related Party makes any representation or warranty as to the accuracy orcompleteness of the Offering Materials or the condition of the Property in any manner. The Potential Investor furtherunderstands and acknowledges that the information used in the preparation of the Offering Materials was furnished byOwner and has not been independently verified by JLL, and is not guaranteed as to completeness or accuracy. PotentialInvestor agrees that neither Owner, JLL, nor any Owner/JLL Related Party shall have any liability for any reason to thePotential Investor or any of its representatives or Related Parties resulting from the use of the Offering Materials by anyperson in connection with the sale of, or other investments by Potential Investor in the Property whether or notconsummated for any reason. Neither Owner, JLL nor any Owner/JLL Related Party is under any obligation to notify or provideany further information to Potential Investor or any Related Party if either Owner or JLL becomes aware of any inaccuracy,incompleteness or change in the Offering Materials. The undersigned acknowledges that neither Owner, JLL nor anyOwner/JLL Related Party, has made any representation or warranty as to the accuracy or completeness of the OfferingMaterials, or the suitability of the information contained therein for any purpose whatever, and any representation orwarranty in connection therewith is hereby expressly excluded. The Offering Materials provided to the undersigned aresubject to, among other things, correction of errors and omissions, additions or deletion of terms, and withdrawal uponnotice. The undersigned agrees that neither Owner, JLL, nor any Owner/JLL Related Party shall have any liability to PotentialInvestor and/or any Related Party resulting from the delivery to, or use by the undersigned of the Offering Materials orotherwise with respect thereto. Potential Investor and Related Parties shall rely only their own due diligence andinvestigation of the Property, including but not limited to any financial, title, environmental, physical, tenant or any othermatters.6. Withdrawal of Property from Market or Termination of Discussions. Potential Investor acknowledges that the Property hasbeen offered for sale subject to withdrawal of the Property from the market at any time or rejection of any offer because ofthe terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with anyparty at any time without notice for any reason whatsoever.7. Term of Agreement. The terms and conditions of this Agreement shall remain in full force and effect for a period of twoyears from the date hereof.8. Remedies. In the event that Potential Investor and/or any Related Party fails to comply with the terms and conditions of thisAgreement, Potential Investor and such Related Party may be liable to Owner and/or JLL for such breach, Owner and/or JLLshall be entitled to exercise any right, power, or remedy available at law or in equity for such breach. Without prejudice toany other rights or remedies that Owner and/or JLL may have with respect to any breach by Potential Investor and/or anyRelated Party, Potential Investor on behalf of its and any Related Party, hereby acknowledges and agrees that (a) damageswould not be an adequate remedy for any breach of the terms of this Agreement by Potential Investor and/or any RelatedParty, (b) it is not aware of and will not seek to advance any reason why Owner and/or JLL should not be entitled to theremedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the terms ofthis Agreement by Potential Investor and/or any any Related Party and (c) no proof of special damages shall be necessary forthe enforcement of the terms of this Agreement.
CONFIDENTIALITY AND CONDITIONS OF OFFERING AGREEMENTPage 3 of 5Property: San Pedro PlazaLocation: San Antonio, TexasOwner: BFPHX SAN PEDRO LLCPotential Investor:9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texaswithout reference to its conflicts of law provisions.10. Access to Property, Property’s Management, Property Lender, and Property Tenants. Potential Investor agrees to not seekto gain access to any non-public areas of the Property or communicate with Property’s management employees, the holderof any financing encumbering the Property, the Property’s tenants, and the Owner’s partners in the ownership of theProperty, without the prior consent of Owner or JLL, which consent may be withheld in the Owner’s sole discretion.11. Potential Investor’s Representative. The Potential Investor, if any, has appointed the Potential Investor’s Representative,if any, identified above, as Potential Investor’s broker or other intermediary with respect to the purchase of the Property.The Potential Investor agrees to pay out of Potential Investor’s own funds all brokerage fees, finder's fees or any othercompensation claimed by the Potential Investor’s Representative or any broker or intermediary other than JLL inconnection with Potential Investor’s interest in or proposed or actual purchase of the Property or any interest therein. ThePotential Investor’s Representative, if any, by signing below, agrees to be bound by all the terms and conditions of thisAgreement whether stated as obligations of the Potential Investor or a Related Party under the terms and conditions of thisAgreement. The Potential Investor’s Representative, if any, further agrees by signing below that it will not look to theOwner, JLL or any Owner/JLL Related Party for any brokerage commissions, finder's fee or any other compensation claimedin connection with the sale of the Property or any interest therein to the Potential Investor or any other party (whether ornot consummated for any reason). The Potential Investor's Representative, if any, by its signature hereto agrees herewiththat its authorization to act in any capacity with respect to the purchase of the Property is limited to representing thePotential Investor and agrees that it will not discuss or exchange any information regarding the Property with any partyother than the Potential Investor. Potential investor and Potential Investor’s Representative, if any, by its signature heretoagree to hold JLL and Owner, its officers, directors, partners, employees, agents, representatives, and any of their affiliates,beneficiaries, successors, and assigns harmless from, and shall indemnify and defend them against any and all fines, losses,damages suites, claims actions, demands, liabilities, costs and expenses (including court costs and attorney’s fees) of anykind, nature or character (collectively, the “Claims”), in connection with, related to, resulting from or arising or alleged tohave arisen in connection with the Potential Investor’s Representative’s actions.12. Entire Agreement, Waiver or Modification. This Agreement contains the entire understanding between the parties withrespect to the subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument in writingsigned by the parties subsequent to the date of this Agreement. The parties have not made any other agreement orrepresentation with respect to such matter.Accepted and Agreed to this ______ day of _______________________________________, 20__.
CONFIDENTIALITY AND CONDITIONS OF OFFERING AGREEMENTPage 4 of 5Property: San Pedro PlazaLocation: San Antonio, TexasOwner: BFPHX SAN PEDRO LLCPotential Investor:POTENTIAL INVESTOR: POTENTIAL INVESTOR REPRESENTATIVE:(if any)_______________________________________________Company Company_______________________________________________Signature Signature_______________________________________________Name Name_______________________________________________Title Title_______________________________________________Date Date_______________________________________________Address 1 Address 1_______________________________________________Address 2 Address 2_______________________________________________City, State, and Zip Code City, State, and Zip Code_______________________________________________Telephone Telephone_______________________________________________Fax Fax________________________________________________Email Address Email Address
CONFIDENTIALITY AND CONDITIONS OF OFFERING AGREEMENTPage 5 of 5Property: San Pedro PlazaLocation: San Antonio, TexasOwner: BFPHX SAN PEDRO LLCPotential Investor:APPROVED BY THE TEXAS REAL ESTATE COMMISSION FOR VOLUNTARY USETexas law requires all real estate licensees to give the following informationabout brokerage services to prospective buyers, tenants, sellers and landlords.WHO WILL THE BROKER REPRESENT IN THIS TRANSACTION?Before working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents. If you are a prospective seller orlandlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the property for sale or lease is the owner’s agent. A brokerwho acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer’s agent represents the buyer. A broker may actas an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtainingfinancing without representing you. A broker is obligated by law to treat you honestly.WHAT WILL BE THE BROKER’S DUTIES TO YOU?IF THE BROKER REPRESENTS THE OWNER: The broker becomes the owner’s agent by entering into an agreement with the owner, usually through a written listingagreement, or by agreeing to act as a subagent by accepting an offer of subagency from the listing broker. A subagent may work in a different real estate office.A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. The buyer should not tell theowner’s agent anything the buyer would not want the owner to know because an owner’s agent must disclose to the owner any material information known tothe agent.IF THE BROKER REPRESENTS THE BUYER: The broker becomes the buyer’s agent by entering into an agreement to represent the buyer, usually through a writtenbuyer representative agreement. A buyer’s agent can assist the owner but does not represent the owner and must place the interests of the buyer first. The ownershould not tell a buyer’s agent anything the owner would not want the buyer to know because a buyer’s agent must disclose to the buyer any material informationknown to the agent.IF THE BROKER ACTS AS AN INTERMEDIARY: A broker may act as an intermediary between the parties if the broker complies with The Texas Real Estate LicenseAct. The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who will pay the brokerand, in conspicuous bold or underlined print, set forth the broker’s obligations as an intermediary. The broker is required to treat each party honestly and fairlyand to comply with The Texas Real Estate License Act. A broker who acts as an intermediary in a transaction: (1) shall treat all parties honestly; (2) may not disclosethat the owner will accept a price less than the asking price unless authorized in writing to do so by the owner; (3) may not disclose that the buyer will pay a pricegreater than the price submitted in a written offer unless authorized in writing to do so by the buyer; and (4) may not disclose any confidential information or anyinformation that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so byThe Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property. With the parties’ consent, a brokeracting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License Act and associated with the broker tocommunicate with and carry out instructions of one party and another person who is licensed under that Act and associated with the broker to communicate withand carry out instructions of the other party.If you choose to have a broker represent you, you should enter into a written agreement with the broker that clearly establishes the broker’s obligations and yourobligations. The agreement should state how and by whom the broker will be paid. You have the right to choose the type of representation, if any, you wish toreceive. Your payment of a fee to a broker does not necessarily establish that the broker represents you. If you have any questions regarding the duties andresponsibilities of the broker, you should resolve those questions before proceeding.DISCLOSURE OF AGENCY, IF ANY: The broker named below represents: x Owner __ Buyer __ Owner & BuyerJones Lang LaSalle Americas, Inc. By: _Andrrew Levy Date: _4/6/2023_________________Brokerage Company Name Broker or Sales AssociateACKNOWLEDGMENT OF RECEIPT OF AGENCY DISCLOSURE FORM:I acknowledge I have received a copy of this form. I understand that agreements I may sign may affect or change agency relationshipsand that the broker may only represent both the Owner and the Buyer with their full knowledge and consent.___________________________________________________________________________ Date: __________________Owner (Landlord) or Buyer (Tenant) or Authorized Representative___________________________________________________________________________ Date: __________________Owner (Landlord) or Buyer (Tenant) or Authorized Representative