HomeMy WebLinkAboutRes 22-21 Authorizing the Town Manager to Amend the 2017 Office Lease Agreement with Bre Solana, LLP., now Sol Westlake, LP, in Regards to Parking and Signage.TOiVN OF WESTLAKE
RESOLUTION NO.22-21
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS,
AUTHORIZING THE TOWN MANAGER TO AMEND THE 2017 OFFICE LEASE
AGREEMENT WITH BRE SOL,ANA, LLP., NOW SOL WESTLAKE, LP, IN REGARDS
TO PARKING AND SIGNAGE.
WHEREAS, the Town of Westlake (Town) and BRE Solana, LLC, a Delaware Limited
Liability Company, ("Landlord") entered into an Office Lease Agreement in February of 2017;
and
WHEREAS, SOL WESTLAKE, LP. ("Landlord") a Delaware Limited Partnership is
Successor -in -interest to BRE Solana, LL.C, a Delaware Limited Liability Company, ("Landlord")
and
WHEREAS, the Town has relocated and replacezl the Additional Monument Signage (as
defined in Section 6 of Exhibit F to the Leasz- Agreement) in the Park and, subject to the terms
below, Landlord has agreed to reimburse Tenant for a portion of the cost of such relocation and
replacement: and
WHEREAS, The Town desires to install and maintain a bulletin board in the Park (as
defined in the Lease) in the approximate location shown on Exhibit B and, subject to the terms
below, Landlord has agreed to allow Tenant to install and maintain such a bulletin board in tie
Park; and
WHEREAS, Landlord and Tour desire to amend the Lease to reflect their agreements as
to the terms and conditions governing installation and maintenance of suc:, a nulletin board and
reimbursement for a portion of the cost to relocate ,.nd replace the Additional Monument Sian;
and
WHEREAS, Landlord and Town acknoN.tiledge that the. Reserved Spaces (as defined in
Exhibit F to the Lease Agreement) for use by Tenant (15 Spaces) and by Tenant's visitors (5
Spaces), as described in clauses 1.01(i)-(ii) of Exhibit F. have been relocated to the location shown
as "Town of Westlake Reserved Parkins:" on Exhibit A-3: and
WHEREAS, the 'row., Council authorize the Town tvlwnager to execu*e this amendment
on behalf of the Town of Westlake: and
WHEt2ii,A.S, the Town C,-.Juncil finds that the passage of this Resolztlion is an tiv� best
interest of the citizens of Westlake
NOW, THEREFORE, BE IT RESOLVED BY THE TOi't N C.011NCIL OF A':r-Ii" T<2tivN
OF WESTLAKE, TEXAS:
SECTION 1: All matters stated in the Recitals above are found to be tn',e and correct and
are incorporated herein by referFnce as if copied in their entirety.
Re-olatior, 22-2 1
?2gr. 1 a1'�
SECTION 2: The Town Council of the Town of Westlake hereby approves amending the
2017 office lease agreement in regards to parking and signage, with SOL Westlake, L.P., attached
as Exhibit "A", and further authorizes the Town Manager to execute the amendment on behalf of
the Town of Westlake, Texas.
SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 25 DAY OF April 2022.
Laura Wheat, Mayor
ATTEST: O .
Kayser
APPROVED AS TO FORM: /� `
V -X. -A.
L. Stanton Lowry, Town Attorney
m*ica DeGan, Town Manager
Resolution 22-21
Page 2 of 2
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as of the
day of April, 2022, by and between SOL WESTLAKE, L.P., a Delaware limited partnership
("Landlord") and TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of
Texas located in Denton and Tarrant Counties ("Tenant").
WHEREAS, Landlord, as a successor -in -interest to BRE SOLANA, LLC, a Delaware
limited liability company, and Tenant are parties to that certain Office Lease Agreement dated as
of March 13, 2017 (the "Lease Agreement") covering certain space known as Suites 7100 and
7200 (the "Premises"), in the building known as The Terrace at Solana, Building 7 (the
"Building"), located at 1500 Solana Boulevard, Building 7, Westlake, Texas 76262, as more
particularly described therein, as amended and affected by that certain Commencement Letter
dated as of August 15, 2017, executed by or on behalf of Tenant, and by that certain Notice to
Lease Agreement letter, dated as of October 15, 2018, executed by or on behalf of Tenant and
Landlord (the Lease Agreement, as so amended and affected, the "Lease");
WHEREAS, Landlord is the owner of the Building and is the landlord under the Lease;
WHEREAS, Tenant desires to install and maintain a bulletin board in the Park (as
defined in the Lease) and, subject to the terms below, Landlord has agreed to allow Tenant to
install and maintain such a bulletin board in the Park;
WHEREAS, Tenant has relocated and replaced the Additional Monument Signage (as
defined in Section 6 of Exhibit F to the Lease Agreement) in the Park and, subject to the terms
below, Landlord has agreed to reimburse Tenant for a portion of the cost of such relocation and
replacement; and
WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their agreements
as to the terms and conditions governing installation and maintenance of such a bulletin board
and reimbursement for a portion of the cost to relocate and replace the Additional Monument
Sign.
NOW, THEREFORE, in consideration of the premises and the mutual covenants between
the parties herein contained, Landlord and Tenant agree as follows:
1. Parkine. Landlord and Tenant acknowledge that the Reserved Spaces (as defined in
Exhibit F to the Lease Agreement) for use by Tenant (15 Spaces) and by Tenant's visitors (5
Spaces), as described in clauses 1.01(i)-(ii) of Exhibit F, have been relocated to the location
shown as "Town of Westlake Reserved Parking" on Exhibit A-3 attached hereto. Accordingly,
as of the date of such relocation: Exhibit A-2 to the Lease Agreement was modified to
deactivate the reference to "Visitor and Reserved Parking" shown thereon; Exhibit A-3 attached
hereto was added to Exhibit A-2 to the Lease Agreement to show the location of the Tenant and
Tenant visitor Reserved Spaces described in clauses 1.01(i)-(ii) of Exhibit F to the Lease
Agreement as the location of the "Town of Westlake Reserved Parking" on Exhibit A-3 attached
hereto; and all references in the Lease to Exhibit A-2 shall be deemed to be references to Exhibit
A=2 to the Lease Agreement as modified by Exhibit A-3 to this Amendment. Landlord and
Tenant acknowledge that the Reserved Spaces available for overnight use by Tenant (5 Spaces),
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as described in clause 1.01(iii) of Exhibit F to the Lease Agreement, continue to be at the
location shown as "City Overnight Vehicle Parking" on Exhibit A-2 to the Lease Agreement.
Landlord shall have the right from time to time hereafter to locate or relocate some or all of the
Reserved Spaces to the area(s) shown as "Visitor and Reserved Parking" on Exhibit A-2 to the
Lease Agreement and/or as "Town of Westlake Reserved Parking" on Exhibit A-3 attached
hereto.
2. Signal.
(a) Subject to the terms and conditions contained herein, Tenant is hereby granted a
revocable license to install and maintain a bulletin board (the "Bulletin Board") in the
approximate location shown on Exhibit B attached hereto; provided that (a) Landlord approves
the specific location of Bulletin Board, (b) Tenant obtains all necessary approvals from any
governmental authorities having jurisdiction over Tenant, the Park, or the Bulletin Board, (c) the
Bulletin Board conforms to all applicable laws, rules and regulations of any governmental
authorities having jurisdiction over the Bulletin Board or the Park and all restrictive covenants
applicable to the Park, and (d) Tenant obtains Landlord's written consent to any proposed
signage, lettering and installation method prior to its fabrication and installation. Tenant shall
maintain the Bulletin Board in good condition. Tenant shall pay all costs associated with the
Bulletin Board, including without limitation, installation expenses, maintenance and repair costs,
and insurance. Tenant agrees that, subject to inclusion in Expenses, Landlord shall have the
right, after notice to Tenant, to temporarily remove and replace the Bulletin Board in connection
with and during the course of any repairs, changes, alterations, modifications, renovations or
additions to the Building. In addition, upon fifteen (15) days' prior written notice to Tenant,
Landlord shall have the right to require Tenant (at Landlord's expense) to relocate the Bulletin
Board from time -to -time to an alternate location in the Park determined by Landlord or to
terminate the Bulletin Board license and require Tenant (at Landlord's expense) to remove the
Bulletin Board. Upon expiration or earlier termination of the Lease, Tenant shall, at its sole cost
and expense, remove the Bulletin Board and repair all damage caused by such removal. The
right to install the Bulletin Board is personal to the Tenant listed in the first paragraph of this
Amendment and is not assignable to any other tenant under the Lease.
(b) Landlord and Tenant acknowledge that Tenant caused the Additional Monument
Sign to be replaced and relocated in the Park. Landlord shall reimburse Tenant for $10,000.00
(representing a portion of the actual out-of-pocket expenses) paid by Tenant to third parties
unrelated to Tenant to replace and relocate the Additional Monument Signage within thirty (30)
days after Landlord's receipt of paid invoices therefor. Landlord agrees to install and maintain
landscaping (including plants and grass) and irrigation around the Additional Monument Sign
and to maintain and repair the 4 lights illuminating the Additional Monument Sign.
3. Brokers. Tenant warrants that it has had no dealings with any real estate broker or agent
in connection with the negotiation of this Amendment and that it knows of no real estate brokers
or agents who are or might be entitled to a commission in connection with this Amendment.
Tenant agrees to indemnify and hold Landlord harmless from and against any liability or claim
arising in respect to any brokers or agents claiming a commission by, through, or under Tenant in
connection with this Amendment.
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4. Estoppels. Tenant hereby represents, warrants and agrees that: (a) there exists no breach,
default or event of default by Landlord under the Lease, or any event or condition which, with
the giving of notice or passage of time or both, would constitute a breach, default or event of
default by Landlord under the Lease; (b) the Lease continues to be a legal, valid and binding
agreement and obligation of Tenant; and (c) Tenant has no current offset or defense to its
performance or obligations under the Lease. Landlord hereby represents, warrants and agrees
that: (i) there exists no breach, default or event of default by Tenant under the Lease, or any
event or condition which, with the giving of notice or passage of time or both, would constitute a
breach, default or event of default by Tenant under the Lease; (ii) the Lease continues to be a
legal, valid and binding agreement and obligation of Landlord; and (iii) Landlord has no current
offset or defense to its performance or obligations under the Lease.
5. Authority. Tenant and each person signing this Amendment on behalf of Tenant
represents to Landlord as follows: (i) Tenant is duly formed and validly existing under the laws
of the State of Texas, (ii) Tenant has and is qualified to do business in Texas, (iii) Tenant has the
full right and authority to enter into this Amendment, and (iv) each person signing on behalf of
Tenant was and continues to be authorized to do so.
6. Notice Addresses. Notwithstanding anything to the contrary contained in the Lease
Agreement, effective as of the date of this First Amendment, "Notice Addresses" shall mean the
following addresses for Tenant and Landlord, respectively:
Tenant:
Town of Westlake, Texas
1500 Solana Blvd.
Bldg. 7, Suite 7200
Westlake, TX 76262
Landlord:
SOL Westlake, L.P.
c/o Glenstar
1500 Solana Boulevard�Suite 1100
Westlake, TX 76262
Attn: General Manager
with a copy to:
SOL Westlake, L.P.
c/o Singerman Real Estate
980 N. Michigan Ave., Suite 1660
Chicago, IL 60611
Attn: Joe Concepcion
and to:
Holland & Knight LLP
777 Main Street, Suite 3300
Fort Worth, Texas 76102
#155086967_v4 201071.00024 3
Attn: Susan E. Coleman
Payments of Rent only shall be made payable to the order of Landlord at the following address:
SOL Westlake, L.P.
c/o Glenstar
1500 Solana Boulevard,.Suite 1100
Westlake, TX 76262
Attn: General Manager
or such other name and address as Landlord shall, from time to time, designate.
7. Defined Terms. All terms used but not otherwise defined herein shall have the same
meaning assigned to them in the Lease.
8. Exhibit. Each exhibit attached to this Amendment is hereby incorporated into and made
a part of this Amendment for all purposes.
9. Ratification of Lease. Except as amended hereby, the Lease shall remain in full force and
effect in accordance with its terms and is hereby ratified. In the event of a conflict between the
Lease and this Amendment, this Amendment shall control.
10. No Representations. Landlord and Landlord's agents have made no representations or
promises, express or implied, in connection with this Amendment except as expressly set forth
herein and Tenant has not relied on any representations or promises except as expressly set forth
herein.
11. Entire Agreement. This Amendment, together with the Lease, contains all of the
agreements of the parties hereto with respect to any matter covered or mentioned in this
Amendment or the Lease, and no prior agreement, understanding or representation pertaining to
any such matter shall be effective for any purpose.
12. Section Headings. The section headings contained in this Amendment are for
convenience only and shall in no way enlarge or limit the scope or meaning of the various and
several sections hereof.
13. Successors and Assigns. The terms and provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.
14. Severability. A determination that any provision of this Amendment is unenforceable or
invalid shall not affect the enforceability or validity of any other provision hereof and any
determination that the application of any provision of this Amendment to any person or
circumstance is illegal or unenforceable shall not affect the enforceability or validity of such
provision as it may apply to any other persons or circumstances.
15. Governing Law. This Amendment shall be governed by the laws of the State of Texas.
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16. Submission of Amendment Not Offer. The submission by Landlord to Tenant of this
Amendment for Tenant's consideration shall have no binding force or effect, shall not constitute
an option, and shall not confer any rights upon Tenant or impose any obligations upon Landlord
irrespective of any reliance thereon, change of position or partial performance. This Amendment
is effective and binding on Landlord only upon the execution and delivery of this Amendment by
Landlord and Tenant.
17. Counterparts / Electronic Signatures. This Amendment may be executed in any number
of counterparts with the same effect as if all parties hereto had signed the same document.
Notwithstanding any law or presumption to the contrary, this Amendment may be executed
electronically or by facsimile or pdf and each party has the right to rely upon an electronic,
facsimile or pdf counterpart of this Amendment signed by the other party to the same extent as if
such party had received an original counterpart, and such counterpart of this Amendment shall be
deemed valid and binding and admissible by either party against the other as if same were an
original ink signature.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
LANDLORD:
SOL WESTLAKE, L.P.,
a Delaware limited partnership
By:
Nan
Titk
TENANT:
TOWN OF WESTLAKE, TEXAS, a municipal
corporation of the State of Texas located in Denton and
Tarrant Counties
#I55086967„v4 201071,00024
EXHIBIT A-3
LOCATION OF RESERVED SPACES
#155086967_v4 201071.00024
EXHIBIT B
LOCATION OF BULLETIN BOARD
! 4
it • '. ..
Bulletin Board Location
B-1
# 155086967_v4 201071.00024
Form TGC 2270
VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE CHAPTER 2270
Contract identifier:
Department:
By signing below, Company herby verifies the following:
1. Company does not boycott Israel; and
2. Company will not boycott Israel during the te,/h of the
SIGNED BY:
Print Name of Person:
Signing, Title, and
Company
Date signed:
Kristi Layton, As Agent for OWR6r
VP/General Manaaer - Sol Westlake. LP
04/19/22
2022-040
STATE OF TEXAS §
COUNTY OF' §
BEFORE ME, the undersigned Notary Public on this day personally appeared ame), on behalf of
��" (Company) who being duly sworn, stated under oath that he/she has read the foregoing verification
required by Texas Government Code Section 2270.002 and said statements contained therein are true and correct..
SWORN AND SUBSCRIBED TO before me, thisc) 1 day of
20 :2--
NOTARY OF P C; V 0 a`onPAY MARY J. KAYSER
FOR THE STATE/OF TE AS '2; Notary Public, State of Texas
l,
My Commission Expires:+�c Comm, Expires 01-11-2025
lot Notar ID 3896005
Government Code § 2270.002. Provision Required in Contract
Effective: September 1, 2017
A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written
verification from the company that it:
(1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract.
The following definitions apply:
(1) "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is
intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing
business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes.
(2) "Company" means a for -profit sole proprietorship, organization, association, corporation, partnership, joint venture,
limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority -owned
subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit.
(3) "Governmental entity" means a state agency or political subdivision of this state.
State law requires verification from a Company for contracts involving goods or services (regardless of the amount)
before the City can enter into the contract.
VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE SECTION 2274.002
By signing below, the signatory hereby verifies that the firm it represents:
1. Does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and,
2. Will not discriminate during the term of the contract against a firearm entity or
firearm trade association.
SIGNED BY: ��-
PRINT NAME & TITLE: Kristi Layton
FIRM NAME: Sol Westlake, LP
DATE SIGNED: 04/19/22
The following definitions apply to this state statute:
(1) "Ammunition" means a loaded cartridge case, primer, bullet, or propellant powder with
or without a projectile;
(2) "Company" means a for -profit organization, association, corporation, partnership,
joint venture, limited partnership, limited liability partnership, or limited liability company,
including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of
those entities or business associations that exists to make a profit;
(3) "Discriminate against a firearm entity or firearm trade association":
(A) means, with respect to the entity or association, to:
(i) refuse to engage in the trade of any goods or services with the entity or association
based solely on its status as a firearm entity or firearm trade association;
(ii) refrain from continuing an existing business relationship with the entity or
association based solely on its status as a firearm entity or firearm trade association; or
(iii) terminate an existing business relationship with the entity or association based
solely on its status as a firearm entity or firearm trade association; and
(B) does not include:
(i) the established policies of a merchant, retail seller, or platform that restrict or
prohibit the listing or selling of ammunition, firearms, or firearm accessories; and
(ii) a company's refusal to engage in the trade of any goods or services, decision to
refrain from continuing an existing business relationship, or decision to terminate an existing
business relationship:
(aa) to comply with federal, state, or local law, policy, or regulations or a directive
by a regulatory agency; or
(bb) for any traditional business reason that is specific to the customer or potential
customer and not based solely on an entity's or association's status as a firearm entity or firearm
trade association;
(4) "Firearm" means a weapon that expels a projectile by the action of explosive or
expanding gases;
(5) "Firearm accessory" means a device specifically designed or adapted to enable an
individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and an item
used in conjunction with or mounted on a firearm that is not essential to the basic function of the
firearm. The term includes a detachable firearm magazine;
(6) "Firearm entity" means:
(A) a firearm, firearm accessory, or ammunition manufacturer, distributor,
wholesaler, supplier, or retailer; and
(B) a sport shooting range as defined by Section 250.001, Local Government Code;
(7) "Firearm trade association" means any person, corporation, unincorporated
association, federation, business league, or business organization that:
(A) is not organized or operated for profit and for which none of its net earnings
inures to the benefit of any private shareholder or individual;
(B) has two or more firearm entities as members; and
(C) is exempt from federal income taxation under Section 501(a), Internal Revenue
Code of 1986, as an organization described by Section 501(c) of that code.
VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE SECTION 2274.002
By signing below, the signatory hereby verifies that the firm it represents:
Does not boycott energy companies; and,
2. Will not boycott energy companies during the term of the contract.
PSIGNED BY:
PRINT NAME AND TITLE: Kristi Layton, As Agent for Owner
FIRM NAME: Sol Westlake, LP
DATE SIGNED: 04/19/22
The following definitions apply to this state statute:
(1) 'Boycott energy company" means without an ordinary business purpose, refusing
to deal with, terminating business activities with, or otherwise taking any action that is intended to
penalize, inflict economic harm on, or limit commercial relations with a company because the
company:
(A) engages in the exploration, production, utilization, transportation, sale, or
manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental
standards beyond applicable federal and state law; or (B) does business with a company described
by Paragraph (A); and
(2) "Company" means a for -profit organization, association, corporation, partnership,
joint venture, limited partnership, limited liability partnership, or limited liability company,
including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of
those entities or business associations that exists to make a profit.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
lofl
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2022-888555
Sol Westlake, LP
Westlake, TX United States
Date Filed:
05/19/2022
2
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Town of Westlake
Date Acknowledged:
05/19/2022
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
2022-04
Office Lease Agreement - Amendment 1
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling I
Intermediary
5
Check only if there is NO Interested Party.
X
6
LINSWORN DECLARATION
My name is Kristi Layton and my date of birth is 05/18/1965
My address is 1500 Solana Blvd Suite1100 Westlake TX 76262 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Tarrant County, State of Texas on the 19thday of May 20 22
(month) (year)
Agent for Owner
Signature of a orized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc