HomeMy WebLinkAboutRes 17-11 Town Hall Lease AgreementTOWN OF WESTLAKE
RESOLUTION 17-11
A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS, AUTHORIZING THE TOWN MANAGER TO ENTER INTO AN OFFICE
LEASE AGREEMENT FOR THE RELOCATION OF TOWN HALL WITHIN
WESTLAKE TOWN LIMITS, WITH BRE SOLANA, LLC, A DELAWARE LIMITED
LIABILITY COMPANY.
WHEREAS, the Town is a duly created and validly existing Type A General Law
Municipality, created under the laws of the State of Texas, including particularly, but not by way
of limitation, Chapter 51, Texas Local Government Code ("LGC"); and
WHEREAS, the Town of Westlake is experiencing planned growth through the
attraction of economic development projects such as Fidelity Investments and Deloitte
University, residential developments such as Vaquero, Glenwyck Farms, Terra Bella, and
Granada, and Entrada which are consistent with the Town's Comprehensive Plan, as well as
enrollment growth at Westlake Academy, all of which contribute to demand for improvements to
Westlake's infrastructure, public buildings and staffing needs: and,
WHEREAS, the Town of Westlake (Town) and BRE Solana, LLC, a Delaware Limited
Liability Company, ("Landlord") desire to enter into an Office Lease Agreement attached as
Exhibit A, which sets out responsibilities for the Landlord and the Town as it relates to the
relocation of Town Hall within Westlake; and,
WHEREAS, the Town Council desires to adopt an Office Lease Agreement with the
Landlord for the relocation of Town Hall within the town limits; and
WHEREAS, the Town Council finds that the passage of this Resolution is in the best
interest of the citizens of Westlake.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true
and correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That, the Town Council of the Town of Westlake, Texas, hereby approves
this Office Lease Agreement with the Landlord attached hereto as Exhibit "A"; and further
authorizes the Town Manager to execute said agreement and pursue any necessary procedures on
behalf of the Town of Westlake.
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 provision ns
Resolution 17-11
Page 1 of 2
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 271h DAY OF FEBRUARY 2017.
ATTEST:
Kelly)Edwar(g Town Secretary
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Laura Wheat, Mayor
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Thomas E. Brymer, Tovy
Manager
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Resolution 17-11
Page 2 of 2
THE TERRACE AT SOLANA
1600 SOLANA BOULEVARD, BUILDING 7
WESTLAKE, TEXAS 76262
OFFICE LEASE AGREEMENT
BETWEEN
BRE SOLANA, LLC, a Delaware limited liability company
("LANDLORD")
AND
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties
("TENANT')
Town of Westlake v5 — Execution Copy
RES 17-11
OFFICE LEASE AGREEMENT
T IS OFFICE LEASE AGREEMENT (this "Lease") is made and entered into as of
M&ff 13 , 2017, by and between BRE SOLANA, LLC, a Delaware limited liability
company ("Landlord") and TOWN OF WESTLAKE, TEXAS, a municipal corporation of the
State of Texas located in Denton and Tarrant Counties ("Tenant"). The following exhibits
and attachments are incorporated into and made a part of this Lease: Exhibit A-1 (Outline and
Location of Premises), Exhibit A-2 (Outline and Location of Reserved Spaces), Exhibit B
(Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E
(Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (Texas State
Law Rider), Exhibit H (HVAC Specifications) and Exhibit I (Janitorial Cleaning Specifications).
Basic Lease Information.
1.01 "Building" shall mean the building located at 1500 Solana Boulevard, Building 7,
Westlake, Texas 76262, and commonly known as The Terrace at Solana,
Building 7. "Rentable Square Footage of the Building" is deemed to be
101,444 square feet. The Building is part of a project commonly known as The
Terrace at Solana consisting of eight buildings number 1 through 8 that are
owned by Landlord (the "Project'). The Project is part of a park commonly known
as the Solana Business Park (the "Park").
1.02 "Premises" shall mean the area shown on Exhibit A-1 to this Lease. The
Premises is located on the 1st and 2nd floors and known as suites 7100 and 7200.
If the Premises include one or more floors in their entirety, all corridors and
restroom facilities located on such full floor(s) shall be considered part of the
Premises. The "Rentable Square Footage of the Premises' is deemed to be
20,580 square feet comprised of approximately (i) 4,898 rentable square feet on
the 1s' floor and (ii) 15,682 rentable square feet on the 2nd floor of the Building.
Landlord and Tenant stipulate and agree that the Rentable Square Footage of
the Building and the Rentable Square Footage of the Premises are correct, and
that neither the Rentable Square Footage of the Premises nor the Rentable
Square Footage of the Building shall be adjusted due to any remeasurement of
the Premises or the Building unless agreed to by both Landlord and Tenant.
Notwithstanding the foregoing, the parties agree that if during the Term of this
Lease, Landlord elects to install and operate (or have third parties operate) at
least two Amenities (as herein defined) in the Building of sufficient scale to meet
the needs of tenants in the Project (as reasonably determined by Landlord) (i.e.,
one of each of either a Conference Center and a Fitness Center, or a Conference
Center and a Food Service Facility, or a Fitness Facility and a Food Service
Facility, as those terms are herein defined), then effective as of July 15' of the
year following the installation of the second of such Amenities, but in no event
earlier than July 1, 2020, the "Rentable Square Footage of the Premises" as set
forth above shall be deemed to be 22,250 square feet. For purposes of this
Section 1.02, each of the following shall be referred to herein as an "Amenity",
and two or more of the following shall be referred to herein as "Amenities": (a) a
conference/training center in the Building ("Conference Center') consisting of at
least 5,000 rentable square feet (in the aggregate) which shall be available for
the use of Tenant and other tenants and occupants of the Project, (b) a fitness
center in the Building ("Fitness Center") consisting of at least 3,000 rentable
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square feet which shall be available for the use of Tenant and other tenants and
occupants of the Project, and/or (c) a manned or unmanned food service facility
in the Building ("Food Service Facility") consisting of at least 5,000 rentable
square feet (in the aggregate), which shall be available for the use of Tenant and
other tenants and occupants of the Project. If Landlord has installed a least two
such Amenities in the Building, Landlord shall prepare an amendment (the
"Lease Modifications Amendment") modifying the Rentable Square Footage of
the Premises and reflecting the changes in the Base Rent, Tenant's Pro Rata
Share and other appropriate terms. A copy of the Lease Modifications
Amendment shall be sent to Tenant within a reasonable time after the opening of
the second such Amenity, and Tenant shall execute and return the Lease
Modifications Amendment to Landlord within 15 days thereafter, but the Lease
Modifications Amendment shall be fully effective whether or not the Lease
Modifications Amendment is executed. Notwithstanding the foregoing, if during
the Term either or both of the Amenities are no longer in the Building for a period
of 145 consecutive days or longer, then the Rentable Square Footage of the
Premises shall be restated to be 20,580 rentable square feet.
1.03 "Base Rent":
Months of Term
Annual
Monthly
Rate
Base Rent
Per
Square
Foot
Commencement Date — Last day of 22nd full
calendar month of the Term
$16.00
$27,440.00
First day of 23rd full calendar month of the Term -
Last day of 34th full calendar month of the Term
$16.50
$28,297.50
First day of 35th full calendar month of the Term -
Last day of 461h full calendar month of the Term
$17.00
$29,155.00
First day of 471h full calendar month of the Term -
Last day of 58th full calendar month of the Term
$17.50
$30,012.50
First day of W, full calendar month of the Term -
Last day of 70th full calendar month of the Term
$18.00
$30,870.00
First day of 71st full calendar month of the Term -
Last day of 82nd full calendar month of the Term
$18.50
$31,727.50
First day of 831d full calendar month of the Term -
Last day of 94th full calendar month of the Term
$19.00
$32,585.00
First day of 95th full calendar month of the Term -
Last day of 106th full calendar month of the Term
$19.50
$33,442.50
First day of 107th full. calendar month of the Term -
Last day of 118th full calendar month of the Term
$20.00
$34,300.00
First day of 119th full calendar month of the Term -
Termination Date
$20.50
$35,157.50
Notwithstanding anything in this Section of the Lease to the contrary, so long as
Tenant is not in Default (as defined in Section 18) under this Lease, Tenant shall
be entitled to an abatement of Base Rent in the amount of $27,440.00 per month
for 10 consecutive full calendar months of the Term (as defined in Section 1.05),
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beginning with the first day of the 1s' full calendar month of the Term (the "Base
Rent Abatement Period"). The total amount of Base Rent abated during the
Base Rent Abatement Period shall equal $274,400.00.00 (the "Abated Base
Rent"). If a Monetary Default or material non -Monetary Default by Tenant occurs
at any time during the Term and Tenant fails to cure such Monetary Default or
material non -Monetary Default within any applicable cure period under the
Lease, all unamortized Abated Base Rent (i.e., based upon the amortization of
the Abated Base Rent in equal monthly amounts during the initial Term, without
interest) shall immediately become due and payable. The payment by Tenant of
the unamortized Abated Base Rent in the event of a Monetary Default or material
non -Monetary Default by Tenant shall not limit or affect any of Landlord's other
rights, pursuant to this Lease or at law or in equity. During the Base Rent
Abatement Period, only Base Rent shall be abated, and all Additional Rent and
other costs and charges specified in this Lease shall remain as due and payable
pursuant to the provisions of this Lease.
1.04 "Tenant's Pro Rata Share": 20.2871%.
1.05 "Term": The period commencing on the Commencement Date (defined below)
and, unless terminated earlier in accordance with this Lease, ending on the last
day of the 1301i full calendar month following the Commencement Date (the
"Termination Date"). The "Commencement Date" shall mean the date on
which the Landlord Work (defined in Section 1.13) is Substantially Complete
(defined in Section 3). The parties anticipate that the Landlord Work will be
Substantially Complete on or about June 1, 2017 (the "Target Commencement
Date").
1.06 "Allowances": an amount not to exceed (i) $55.00 per rentable square foot of the
Premises, as further described in the attached Exhibit C, and (ii) $0.27 per
rentable square foot of the Premises, as further described in the attached
Exhibit C.
1.07 "Security Deposit": $27,412-00, as more fully described in Section 6.
1.08 "Guarantor": As of the date of this Lease there is no Guarantor.
1.09 "Broker(s)": Cushman & Wakefield ("Tenant's Broker"), which represented
Tenant in connection with this transaction, and Jones Lang LaSalle Brokerage
Inc. ("Landlord's Broker"), which represented Landlord in connection with this
transaction.
1.10 "Permitted Use": General office use and other functions typical of a municipal
government facility, including, but not limited to, hosting of community functions
such as town hall meetings, community events and council meetings, municipal
court and providing city services and information to community members,
provided that in no event shall the Premises be used as an overnight jail, lock -up,
detention or correction center or other criminal justice related facility.
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1.11 "Notice Address(es)":
Landlord:
BRE Solana, LLC
c/o Equity Office
2311 Cedar Springs Road
Suite 300
Dallas, Texas 75201
Attention: Asset Manager
Tenant:
Prior to the Commencement Date:
Town of Westlake, Texas
1301 Solana Boulevard, Building 4
Suite 4202
Westlake, Texas 76262
With copies of any notices to Landlord From and after the Commencement
shall be sent to: Date:
BRE Solana, LLC
c/o Cushman & Wakefield
The Plaza at Solana
1301 Solana Boulevard, Building 1
Suite 1400
Westlake, Texas 76262
Attention: Property Manager
and
BRE Solana, LLC
c/o Equity Office
222 South Riverside Plaza
Suite 2000
Chicago, Illinois 60606
Attention: Managing Counsel
Town of Westlake, Texas
The Terrace at Solana, Building 7
1500 Solana Boulevard, Building 7
Suite 7100
Westlake, Texas 76262
1.12 "Business Day(s)" are Monday through Friday of each week, exclusive of New
Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day ("Holidays"). Landlord may designate
additional Holidays that are commonly recognized by other office buildings in the
area where the Building is located. "Building Service Hours" are 7:00 A.M. to
6:00 P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays, subject to
the after-hours services as outlined in Section 7.01 of this Lease.
1.13 "Landlord Work" means the work that Landlord is obligated to perform in the
Premises pursuant to a separate agreement (the "Work Letter") attached to this
Lease as Exhibit C.
1.14 "Property" means the Building and the parcel(s) of land on which it is located
and, at Landlord's discretion, the parking facilities and other improvements, if
any, serving the Building and the parcel(s) of land on which they are located.
2. Lease Grant.
Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from
Landlord. Tenant has the non-exclusive right to use any portions of the Property, as well as the
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Project, that are designated by Landlord for the common use of tenants and others (the
"Common Areas").
3. Adjustment of Commencement Date; Possession.
3.01 The Landlord Work shall be deemed to be "Substantially Complete" on the date
Landlord receives from the Town of Westlake, with respect to the Landlord Work performed by
Landlord or its contractors in the Premises, all approvals necessary for the issuance of a
temporary or permanent certificate of occupancy for the Premises (or would have received such
approvals absent any Tenant Delays). However, if the Town of Westlake either (a) does not
perform an inspection of the Landlord Work within 5 days from written request from Landlord, or
(b) fails to provide Landlord with a determination of whether a temporary or permanent
certificate of occupancy for the Premises will be issued within 3 days after the date of such
inspection, then the date the Landlord Work shall be "Substantially Complete" shall be deemed
to be the date Landlord would have received such temporary or permanent certificate of
occupancy for the Premises absent such delay by the Town of Westlake. Tenant shall act
reasonably and in a manner consistent with other requests for temporary or permanent
certificates of occupancy when reviewing Landlord's request for a temporary or permanent
certificate of occupancy with respect to the Landlord Work in the Premises. If Landlord is
delayed in the performance of the Landlord Work as a result of any other acts or omissions of
Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or
vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant's
failure to comply with any of its obligations under this Lease, or Tenant's specification of any
materials or equipment with long lead times (each a "Tenant Delay"), the Landlord Work shall
be deemed to be Substantially Complete on the date that Landlord could reasonably have been
expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Notwithstanding anything to the contrary in Section 1.05 above, Landlord's failure to
Substantially Complete the Landlord Work by the Target Commencement Date (described in
Section 1.05) shall not be a default by Landlord or otherwise render Landlord liable for
damages. Promptly after the determination of the Commencement Date, Landlord and Tenant
shall execute and deliver a commencement letter in the form attached as Exhibit D (the
"Commencement Letter"). Tenant's failure to execute and return the Commencement Letter,
or to provide written objection to the statements contained in the Commencement Letter, within
30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of
the statements contained therein.
3.02 Subject to Landlord's obligation to perform Landlord Work, the Premises are
accepted by Tenant in "as is" condition and configuration without any representations or
warranties by Landlord. By taking possession of the Premises, Tenant agrees that the
Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Landlord
shall be responsible for latent defects in the Landlord Work of which Tenant notifies Landlord to
the extent that the correction of such defects is covered under valid and enforceable warranties
given Landlord by contractors or subcontractors performing the Landlord Work. Landlord, at its
option, may pursue such claims directly or assign any such warranties to Tenant for
enforcement. In addition, Tenant's acceptance of the Premises shall be subject to Landlord's
obligation to correct portions of the Landlord Work as set forth on a construction punch list
prepared by Landlord and Tenant in accordance with the terms hereof. Within 15 days after
Substantial Completion of the Landlord Work, Landlord and Tenant shall together conduct an
inspection of the Premises and prepare a "punch list" setting forth any portions of the Landlord
Work that are not in conformity with the Landlord Work as required by the terms of this Lease.
Notwithstanding the foregoing, at the request of Landlord, such construction punch list shall be
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mutually prepared by Landlord and Tenant prior to the date on which Tenant first begins to
move its furniture, equipment or other personal property into the Premises. Landlord, as part of
the Landlord Work, shall use good faith efforts to correct all such items within a reasonable time
following the completion of the punch list. Landlord shall not be liable for a failure to deliver
possession of the Premises or any other space due to the holdover or unlawful possession of
such space by another party, provided, however, Landlord shall use reasonable efforts to obtain
possession of any such space. In such event, the Commencement Date for the Premises, or
the commencement date for such other space, as applicable, shall be postponed until the date
Landlord delivers possession of such space to Tenant free from occupancy by any party.
Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of
or enter the Premises prior to the Commencement Date without Landlord's permission. If
Tenant takes possession of or enters the Premises before the Commencement Date, Tenant
shall be subject to the terms and conditions of this Lease; provided, however, except for the
cost of services requested by Tenant (e.g. after hours HVAC service), Tenant shall not be
required to pay Rent for any entry or possession before the Commencement Date during which
Tenant, with Landlord's approval, has entered, or is in possession of, the Premises for the sole
purpose of performing improvements or installing furniture, equipment or other personal
property. However, notwithstanding the foregoing but subject to the terms of this Section 3.02,
Landlord shall use its reasonable efforts to permit Tenant to enter the Premises after notice from
Landlord, at Tenant's sole risk, at least 15 days prior to the Commencement Date, solely for the
purpose of installing equipment, furnishings and other personalty provided that such
installations do not interfere with the Landlord Work. The parties agree to cooperate reasonably
to coordinate their respective access to and work within the Premises so as to minimize any
delay to the performance of the Landlord Work. Landlord may withdraw such permission to
enter the Premises prior to the Commencement Date at any time that Landlord reasonably
determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or
their respective contractors or employees, or if Landlord reasonably determines that such entry
by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion
of the Landlord Work at the earliest possible date, provided that Landlord agrees to act
reasonably in making any such determination in light of the mutual obligation of Landlord and
Tenant to cooperate reasonably to coordinate their respective work as set forth above.
3.03 If the Commencement Date has not occurred on or before August 1, 2017 (the
"Outside Completion Date"), Tenant shall be entitled to a rent abatement following the Base
Rent Abatement Period of $902.14 for every day in the period beginning on the Outside
Completion Date and ending on the Commencement Date. Landlord and Tenant acknowledge
and agree that: (i) the determination of the Commencement Date shall take into consideration
the effect of any Tenant Delays or any delays by the Town of Westlake in the inspection or
approval process for a temporary or permanent certificate of occupancy for the Premises; and
(ii) the Outside Completion Date shall be postponed by the number of days the Commencement
Date is delayed due to events of Force Majeure.
4. Rent.
4.01 Tenant shall pay Landlord, without any setoff or deduction, unless expressly set
forth in this Lease, all Base Rent and Additional Rent due for the Term (collectively referred to
as "Rent"). "Additional Rent" means all sums (exclusive of Base Rent) that Tenant is required
to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, sales and use
taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and
recurring monthly charges of Additional Rent shall be due and payable in advance on the first
day of each calendar month without notice or demand. All other items of Rent shall be due and
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payable by Tenant on or before 30 days after billing by Landlord. Rent shall be made payable
to the entity, and sent to the address, Landlord designates and shall be made by good and
sufficient check payable in United States of America currency or by other means acceptable to
Landlord. If Tenant does not pay any Rent when due hereunder, Tenant shall pay Landlord an
administration fee in the amount of $250.00, provided that Tenant shall be entitled to a grace
period of up to 5 days for the first 2 late payments of Rent in a calendar year. In addition, past
due Rent shall accrue interest at 10% per annum, and Tenant shall pay Landlord a reasonable
fee for any checks returned by Tenant's bank for any reason. Landlord's acceptance of less
than the correct amount of Rent shall be considered a payment on account of the oldest
obligation due from Tenant hereunder, then to any current Rent then due hereunder,
notwithstanding any statement to the contrary contained on or accompanying any such payment
from Tenant. Rent for any partial month during the Term shall be prorated. No endorsement or
statement on a check or letter accompanying payment shall be considered an accord and
satisfaction. Tenant's covenant to pay Rent is independent of every other covenant in this
Lease.
4.02 Tenant shall pay Tenant's Pro Rata Share of Taxes and Expenses in accordance
with Exhibit B of this Lease.
5. Compliance with Laws; Use.
The Premises shall be used for the Permitted Use and for no other use whatsoever. After the
Commencement Date, Tenant shall comply with all statutes, codes, ordinances, orders, rules
and regulations of any municipal or governmental entity whether in effect now or later, including
the Americans with Disabilities Act ("Law(s)"), regarding the operation of Tenant's business, the
use, condition, configuration and occupancy of the Premises and the Building systems located
in or exclusively serving the Premises. Landlord shall be responsible, at its cost (except to the
extent properly included in Expenses), for correcting any violations of Laws relating to or
affecting the condition, use or occupancy of the Common Areas of the Building except for any
obligations specifically imposed upon Tenant pursuant to this Lease. Notwithstanding the
foregoing, Landlord shall have the right to contest any alleged violation in good faith, including,
without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right
to assert any and all defenses allowed by Law and the right to appeal any decisions, judgments
or rulings to the fullest extent permitted by Law. Landlord, after the exhaustion of any and all
rights to appeal or contest, will make all repairs, additions, alterations or improvements
necessary to comply with the terms of any final order or judgment. In addition, Tenant shall, at
its sole cost and expense, promptly comply with any Laws that relate to the "Base Building"
(defined below), but only to the extent such obligations are triggered by Tenant's use of the
Premises, other than for general office use, or Alterations or improvements in the Premises
performed or requested by Tenant. "Base Building" shall include the structural portions of the
Building, the public restrooms and the Building mechanical, electrical and plumbing systems
and equipment located in the internal core of the Building on the floor or floors on which the
Premises are located. Tenant shall promptly provide Landlord with copies of any notices it
receives regarding an alleged violation of Law. Except as provided in the immediately following
sentence, Tenant shall limit the number of employees, agents and contractors (collectively
"Working Employees") in the Premises at any one time in such a manner as to not exceed a
ratio of 5 Working Employees for each 1,000 rentable square feet of the Premises, Tenant
acknowledging that the number of Working Employees per rentable square foot of the Premises
has a material effect on Landlord's ability to provide the HVAC, electrical, elevator and other
services set forth in this Lease. Notwithstanding the foregoing, Tenant shall have the right to
hold meetings and gatherings in the Premises from time to time which will result in higher
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density levels in the Premises; provided that Tenant acknowledges and agrees that the Building
systems are not designed to adequately service such higher density levels in the Premises and
Landlord shall not be in default under the Lease if the Building systems and services do not
adequately meet the needs of Tenant and its invitees during such periods of higher density
levels in the Premises. Tenant shall comply with the rules and regulations of the Building
attached as Exhibit E and such other reasonable rules and regulations adopted by Landlord
from time to time, including rules and regulations for the performance of Alterations (defined in
Section 9.03).
6. Security Deposit.
6.01 The Security Deposit shall be delivered to Landlord upon the execution of this
Lease by Tenant and held by Landlord without liability for interest (unless required by Law) as
security for the performance of Tenant's obligations. The Security Deposit is not an advance
payment of Rent or a measure of damages. Landlord may from time to time and without
prejudice to any other remedy provided in this Lease or by Law, use all or a portion of the
Security Deposit to the extent necessary to satisfy past due Rent or to satisfy any other loss or
damage resulting from Tenant's breach under this Lease. If Landlord uses any portion of the
Security Deposit, Tenant, within 5 Business Days after demand, shall restore the Security
Deposit to its original amount. Landlord shall return any unapplied portion of the Security
Deposit to Tenant within 30 days after the later to occur of: (a) determination of the final Rent
due from Tenant; or (b) the later to occur of the Termination Date or the date Tenant surrenders
the Premises to Landlord in compliance with Section 25. Landlord may assign the Security
Deposit to a successor or transferee and, following the assignment, Landlord shall have no
further liability for the return of the Security Deposit. Landlord shall not be required to keep the
Security Deposit separate from its other accounts.
6.02 Subject to the remaining terms of this Section 6, and provided Tenant has timely
paid all Rent due under this Lease during the 12 month period immediately preceding the last
full calendar month of the Term and Landlord has not previously applied any portion of the
Security Deposit in accordance with Section 6.01 above, then Tenant, upon 5 Business Days
written request to Landlord, shall be entitled to apply the Security Deposit then held by Landlord
against the Base Rent payable by Tenant hereunder, for the initial Premises described herein,
applicable to the last full calendar month of the Term, as such Base Rent comes due. The date
on which Tenant is entitled to apply the Security Deposit against the Base Rent as described
above is referred to herein as the "Security Deposit Base Rent Application Date'.
Notwithstanding anything herein to the contrary, if at any time prior to the Security Deposit Base
Rent Application Date Tenant has been in Default under this Lease and failed to cure such
Default within any applicable cure period, then Tenant shall have no further right to apply the
Security Deposit to any Base Rent payable hereunder. In such an event, any Security Deposit
then held by Landlord shall continue to be held by Landlord as a Security Deposit hereunder, in
accordance with Section 6.01 above, and shall not be subject to any further application against
Base Rent described in this Section 6.02.
Building Services.
7.01 Landlord shall furnish Tenant with the following services: (a) water for use in the
Base Building lavatories and the Premises; (b) customary heat and air conditioning in season
during Building Service Hours in accordance with the specifications attached hereto as
Exhibit H or otherwise as required by governmental authority; provided that Landlord shall not
be liable for any failure to maintain the temperature ranges set forth in such Exhibit to the extent
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that such failure arises out of either (i) an excess density or electrical load within the Premises
beyond any density or load limits that are standard for the Building, or (ii) Tenant's use of heat
generating machines, equipment of lighting in the Premises, or (iii) modifications performed to
the HVAC system by Tenant or any contractors retained by Tenant, or (iv) Tenant's failure to
keep the window coverings in the Premises closed during periods when the Premises are
exposed to direct sunlight or (v) any Alterations to the Premises made by Tenant or at Tenant's
request. Tenant shall have the right to receive HVAC service during hours other than Building
Service Hours by paying Landlord's then standard charge for additional HVAC service and
providing such prior notice as is reasonably specified by Landlord; and if Tenant is permitted to
connect any supplemental HVAC units to the Building's condenser water loop or chilled water
line, such permission shall be conditioned upon Landlord having adequate excess capacity from
time to time and such connection and use shall be subject to Landlord's reasonable approval
and reasonable restrictions imposed by Landlord, and Landlord shall have the right to charge
Tenant a connection fee and/or a monthly usage fee, as reasonably determined by Landlord.
As of the date hereof, Landlord's charge for after hours heating and air conditioning service is
$50.00 per hour for each full floor or partial floor for which Tenant requests such service, subject
to change from time to time. The minimum period of time for which Tenant may request after
hours HVAC service is 2 hours. Notwithstanding the foregoing, Tenant shall have the right to
receive after hours HVAC service at no additional charge to Tenant up to 5 days during each
calendar month during the Term provided that Tenant provides Landlord prior written notice of
the days and times during which such additional after hours HVAC is required no later than the
first day of each calendar month during the Term; (c) standard janitorial service on Business
Days, including those services listed on Exhibit 1 attached hereto, in a manner customarily
performed within the janitorial industry in office buildings of similar age, size, class and
composition as the Building in the Westlake and Southlake, Texas submarkets, or such other
reasonably comparable janitorial services designated by Landlord from time to time; (d) elevator
service, provided that, subject to Force Majeure, at least one passenger elevator servicing the
Premises shall be available for the use of Tenant, in common with other occupants of the
Building, 24 hours a day, 365/6 days per year; (e) electricity in accordance with the terms and
conditions in Section 7.02; (0 access to the Building for Tenant and its employees 24 hours per
day/7 days per week, subject to the terms of this Lease and such protective services or
monitoring systems, if any, as Landlord may reasonably impose, including, without limitation,
sign -in procedures and/or presentation of identification cards; (g) Building standard bulbs and
ballasts for the lighting fixtures in the Premises; and (h) such other services as Landlord
reasonably determines are necessary or appropriate for the Property. If Landlord, at Tenant's
request, provides any services which are not Landlord's express obligation under this Lease,
including, without limitation, any repairs which are Tenant's responsibility pursuant to Section 9
below, Tenant shall pay Landlord, or such other party designated by Landlord, the cost of
providing such service plus an administrative charge of 5%. Landlord agrees from and after the
Commencement Date to use commercially reasonable efforts to limit the services provided to
the unoccupied portions of the Building, but not to the detriment of the Premises, in order to
reasonably minimize the impact of the cost of such services on Expenses.
7.02 Electricity used by Tenant in the Premises shall, at Landlord's option, be paid for
by Tenant either. (a) through inclusion in Expenses (except as provided for excess usage); or
(b) by a separate charge payable by Tenant to Landlord based on Tenant's prorate share of the
total Building's electrical consumption, which shall include, without limitation, the Building's
share of garage and exterior grounds lighting electrical charges and other Common Area
electric charges. Electricity charges billed in accordance with (b) above shall be on an
estimated basis, such estimate to be adjusted as Landlord experiences changes in the electric
charges billed by the utility provider. The initial estimated monthly charge for electricity shall be
Town of Westlake v5 — Execution Copy
$3,597.83 per month (i.e., $2.10 per rentable square foot per year), as such rate may be
adjusted from time to time to reflect the then current rate for electricity. Without the consent of
Landlord, Tenant's use of electrical service shall not exceed the Building standard usage, per
square foot, as reasonably determined by Landlord, based upon the Building standard electrical
design load. For purposes hereof, the Building "electrical standard" is 6.5 watts per usable
square foot of connected load to the Premises, exclusive of base Building HVAC. Landlord
shall have the right to measure electrical usage by commonly accepted methods, including the
installation of measuring devices such as submeters and check meters. If it is determined that
Tenant is using electricity in such quantities or during such periods as to cause the total cost of
Tenant's electrical usage, on a monthly, per -rentable -square -foot basis, to materially exceed
that which Landlord reasonably deems to be standard for the Building, Tenant shall pay
Landlord Additional Rent for the cost of such excess electrical usage and, if applicable, for the
cost of purchasing and installing the measuring device(s).
7.03 Landlord's failure to furnish, or any interruption, diminishment or termination of
services due to the application of Laws, the failure of any equipment, the performance of
maintenance, repairs, improvements or alterations, utility interruptions or the occurrence of an
event of Force Majeure (defined in Section 26.03) (collectively a "Service Failure") shall not
render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an
abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement.
However, if the Premises, or a material portion of the Premises, are made untenantable for a
period in excess of 3 consecutive Business Days as a result of a Service Failure that is
reasonably within the control of Landlord to correct, then Tenant, as its sole remedy, shall be
entitled to receive an abatement of Rent payable hereunder during the period beginning on the
41 consecutive Business Day of the Service Failure and ending on the day the service has been
restored. If the entire Premises have not been rendered untenantable by the Service Failure,
the amount of abatement shall be equitably prorated. In addition to the foregoing, if the
Premises, or a material portion of the Premises, are made untenantable for a cumulative period
of 12 Business Days or more (the "Cumulative Service Failure Days") within any calendar
year period as a result of one or more Service Failures that is reasonably within the control of
Landlord to correct (it being agreed that none of the Consecutive Service Failure Days for which
Tenant already received a Rent abatement as provided above will be included when calculating
the Cumulative Service Failure Days), then Tenant, as its sole remedy, shall be entitled to
receive an abatement of Rent payable hereunder for each successive Cumulative Service
Failure Day during the applicable calendar year period following the 121h Cumulative Service
Failure Day within such calendar year period. Notwithstanding the foregoing, if a Service
Failure which makes the Premises or a material portion thereof untenantable is reasonably
within the control of Landlord and (a) continues for 6 months after the Service Failure and (b) is
not being diligently remedied by Landlord, then Tenant, as its sole remedy, shall have the right
to elect to terminate this Lease within 10 days after the expiration of said 6 month period without
penalty, by delivering written notice to Landlord of its election thereof, provided, however, if
Landlord is diligently pursuing the repair or restoration of the service, Tenant shall not be
entitled to terminate the Lease but rather Tenant's sole remedy shall be to abate Rent as
provided above. The foregoing termination right shall not apply if the Service Failure is due to a
Casualty, as defined in Section 16. Instead, in such an event, the terms and provisions of
Section 16 shall apply. Notwithstanding the foregoing, in the event Tenant exercises its right to
terminate the Lease pursuant to this Section, Landlord shall have the right to provide Tenant
with written notice prior to the expiration of such 10 day period, indicating Landlord's election to
relocate Tenant on a temporary basis to other comparable space within the Project (the
"Temporary Relocation Notice"). If Landlord provides Tenant with a Temporary Relocation
Notice, Tenant shall not have the right to terminate this Lease, but Landlord shall instead
Town of Westlake v5 — Execution Copy 10
relocate Tenant, at Landlord's sole cost and expense, from the Premises to space within the
Building or other buildings within the Project which is of reasonably comparable size and utility
and which has all services which Landlord is required to provide under this Lease in fully
functioning condition. In such event, from and after the effective date of such relocation, the
Base Rent and Tenant's Pro Rata Share shall be adjusted based on the rentable square
footage of the relocation space, provided that the total monthly Base Rent for the relocation
space shall in no event exceed the total monthly Base Rent for the Premises prior to the
relocation, and Tenant's Pro Rata Share for the relocation space shall in no event exceed
Tenant's Pro Rata Share for the Premises prior to the relocation. Once the services in the
original Premises are once again fully functioning, Landlord shall relocate Tenant from the
relocation space back to the original Premises, at Landlord's sole cost and expense, and the
Base Rent and Tenant's Pro Rata Share shall be readjusted back to the amounts set forth
herein with respect to the Premises.
8. Leasehold Improvements.
All improvements in and to the Premises, including any Alterations (defined in Section 9.03)
(collectively, "Leasehold Improvements") shall remain upon the Premises at the end of the
Term without compensation to Tenant, provided that Tenant, at its expense, shall remove any
Cable (defined in Section 9.01 below), other than any Cable existing in the Premises as of the
date of this Lease that is not removed by Landlord during the performance of the Landlord Work
prior to the Commencement Date. In addition, Landlord, by written notice to Tenant at least 30
days prior to the Termination Date, may require Tenant, at Tenant's expense, to remove any
Landlord Work or Alterations that, in Landlord's reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal and repair costs
associated with standard office improvements (the Cable and such other items collectively are
referred to as "Required Removables"). Required Removables shall include, without limitation,
internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and
structural alterations and modifications. The Required Removables shall be removed by Tenant
before the Termination Date. Tenant shall repair damage caused by the installation or removal
of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord
may perform such work at Tenant's expense. Tenant, at the time it requests approval for a
proposed Alteration, including any Landlord Work, as such term may be defined in the Work Letter
attached as Exhibit C, may request in writing that Landlord advise Tenant whether the Alteration,
including any Landlord Work, or any portion thereof, is a Required Removable. Within 10 days
after receipt of Tenant's request, Landlord shall advise Tenant in writing as to which portions of
the alteration or other improvements are Required Removables.
9. Repairs and Alterations.
9.01 Tenant shall periodically inspect the Premises to identify any conditions that are
dangerous or in need of maintenance or repair. Tenant shall promptly provide Landlord with
notice of any such conditions. Tenant, at its sole cost and expense, shall perform all
maintenance and repairs to the Premises that are not Landlord's express responsibility under
this Lease, and keep the Premises in good condition and repair, reasonable wear and tear
excepted. Tenant's repair and maintenance obligations include, without limitation, repairs to:
(a) floor covering; (b) interior partitions; (c) doors; (d) the interior side of demising walls;
(e) Alterations (described in Section 9.03); (f) supplemental air conditioning units, kitchens,
including hot water heaters, plumbing, and similar facilities exclusively serving Tenant, whether
such items are installed by Tenant or are currently existing in the Premises; and (g) electronic,
fiber, phone and data cabling and related equipment that is installed by or for the exclusive
Town of Westlake v5 — Execution Copy 11
benefit of Tenant (collectively, "Cable"), provided that, subject to the provisions of Section 15,
Tenant shall not be responsible for repairs to the Premises to the extent that any damage is
caused by the negligence of Landlord, Landlord's contractors or Landlord's employees. All
repairs and other work performed by Tenant or its contractors, including that involving Cable,
shall be subject to the terms of Section 9.03 below. If Tenant fails to make any repairs to the
Premises for more than 15 days after notice from Landlord (although notice shall not be
required in an emergency), Landlord may make the repairs, and, within 30 days after demand,
Tenant shall pay the reasonable cost of the repairs, together with an administrative charge in an
amount equal to 10% of the cost of the repairs.
9.02 Landlord shall keep and maintain in good repair (and in condition comparable to
buildings similar in size, age, class, and quality to the Building in the Westlake and Southlake,
Texas submarkets) and working order and perform maintenance upon the: (a) structural
elements of the Building; (b) mechanical (including HVAC and controls), electrical, plumbing and
fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof of the
Building; (e) exterior windows of the Building; and (f) elevators serving the Building. Landlord
shall promptly make repairs for which Landlord is responsible. In addition, Landlord may elect,
at the expense of Tenant, to repair any damage or injury to the Building caused by Tenant or
any Tenant Related Parties (defined in Section 13), including that caused by such parties
moving property of Tenant in or out of the Building, installing or removing furniture or other
property, or due to the misuse by, or neglect, or improper conduct of, Tenant or any Tenant
Related Parties.
9.03 Tenant shall not make alterations, repairs, additions or improvements or install
any Cable (collectively referred to as "Alterations") without first obtaining the written consent of
Landlord in each instance, which consent shall not be unreasonably withheld or delayed.
However, Landlord's consent shall not be required for any Alteration that satisfies all of the
following criteria (a "Cosmetic Alteration"): (a) is of a cosmetic nature such as painting,
wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the
Premises or Building; (c) will not affect the Base Building (defined in Section 5); and (d) does
not require work to be performed inside the walls or above the ceiling of the Premises.
Cosmetic Alterations shall be subject to all the other provisions of this Section 9,03. Prior to
starting work, Tenant shall furnish Landlord with plans and specifications (which shall be in CAD
format if requested by Landlord); names of contractors reasonably acceptable to Landlord
(provided that Landlord may designate specific contractors with respect to Base Building and
vertical Cable, as may be described more fully below); required permits and approvals;
evidence of contractor's and subcontractor's insurance in amounts reasonably required by
Landlord and naming Landlord and the managing agent for the Building (or any successor(s))
as additional insureds; and any security for performance in amounts reasonably required by
Landlord. Landlord may designate specific contractors with respect to oversight, installation,
repair, connection to, and removal of vertical Cable. All Cable shall be clearly marked with
adhesive plastic labels (or plastic tags attached to such Cable with wire) to show Tenant's
name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises
(specifically including, but not limited to, the electrical room risers and any Common Areas), and
(ii) at the termination point(s) of such Cable. Changes to the plans and specifications must also
be submitted to Landlord for its approval. Alterations shall be constructed in a good and
workmanlike manner using materials of a quality reasonably approved by Landlord, and Tenant
shall ensure that no Alteration impairs any Building system or Landlord's ability to perform its
obligations hereunder. Tenant shall reimburse Landlord for any sums paid by Landlord for third
party examination of Tenant's plans for non -Cosmetic Alterations. In addition, Tenant shall pay
Landlord a fee for Landlord's oversight and coordination of any non -Cosmetic Alterations equal
Town of Westlake v5 — Execution Copy 12
to 3% of the cost of the non -Cosmetic Alterations. Upon completion, Tenant shall furnish "as -
built" plans (in CAD format, if requested by Landlord) for non -Cosmetic Alterations, completion
affidavits and full and final waivers of lien. Landlord's approval of an Alteration shall not be
deemed a representation by Landlord that the Alteration complies with Law.
10. Entry by Landlord.
Landlord may enter the Premises to inspect, show or clean the Premises or to perform or
facilitate the performance of repairs, alterations or additions to the Premises or any portion of
the Building. Except in emergencies or to provide Building services and/or repairs, Landlord
shall provide Tenant with reasonable prior verbal notice of entry (at least two hours prior to
entry) and shall use reasonable efforts to minimize any interference with Tenant's use of the
Premises. If reasonably necessary, Landlord may temporarily close all or a portion of the
Premises to perform repairs, alterations and additions. However, except in emergencies,
Landlord will not close the Premises if the work can reasonably be completed on weekends and
after Building Service Hours. Entry by Landlord shall not constitute a constructive eviction or
entitle Tenant to an abatement or reduction of Rent.
11. Assignment and Subletting.
11.01 Except in connection with a Business Transfer (defined in Section 11.04), Tenant
shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third
party to use any portion of the Premises (collectively or individually, a "Transfer") without the
prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned
or delayed if Landlord does not exercise its recapture rights under Section 11.02. Without
limitation, it is agreed that Landlord's consent shall not be considered unreasonably withheld if
the proposed transferee is a governmental entity or an occupant of the Building or an occupant
of any other buildings within the Park or if the proposed transferee, whether or not an occupant
of the Building or an occupant of any other buildings within the Park, is in active discussions
with Landlord regarding the leasing of space within the Building or within any other buildings
within the Park. Notwithstanding the above, Landlord will not withhold its consent because the
transferee is a government agency if the Transfer would not (a) impose any additional
obligations on Landlord, (b) increase the risk to the Building (e.g., a high -profile agency,
department, or branch), (c) cause the insurance on the Building to increase, (d) unduly burden
normal Building services (e.g., elevator use) beyond the level of services used by the Town of
Westlake in accordance with the Permitted Use, (e) have heavy public traffic flow beyond the
level of traffic flow generated by the Town of Westlake in accordance with the Permitted Use
(e.g., child support services, department of motor vehicles, or immigration), (f) result in an
excessive amount of foot traffic to and from the Premises beyond the level of foot traffic
generated by the Town of Westlake in accordance with the Permitted Use, or (g) result in an
excessive occupancy, based on the number of people per square foot, within the Premises
beyond the occupancy level generated by the Town of Westlake in accordance with the
Permitted Use. If the entity(ies) which directly or indirectly controls the voting shares/rights of
Tenant (other than through the ownership of voting securities listed on a recognized securities
exchange) changes at any time, such change of ownership or control shall constitute a Transfer.
Any Transfer in violation of this Section shall, at Landlord's option, be deemed a Default by
Tenant as described in Section 18, and shall be voidable by Landlord. In no event shall any
Transfer, including a Business Transfer, release or relieve Tenant from any obligation under this
Lease, and Tenant shall remain primarily liable for the performance of the tenant's obligations
under this Lease, as amended from time to time.
Town of Westlake v5 — Execution Copy 13
11.02 Tenant shall provide Landlord with financial statements for the proposed
transferee (or, in the case of a change of ownership or control, for the proposed new controlling
entity(ies)), a fully executed copy of the proposed assignment, sublease or other Transfer
documentation and such other information as Landlord may reasonably request. Within 15
Business Days after receipt of the required information and documentation, Landlord shall
either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably
designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) in the
event of an assignment of this Lease or subletting of more than 20% of the Rentable Square
Footage of the Premises for more than 50% of the remaining Term (excluding unexercised
options), recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord
exercises its right to recapture, this Lease shall automatically be amended (or terminated if the
entire Premises is being assigned or sublet) to delete the applicable portion of the Premises
effective on the proposed effective date of the Transfer, although Landlord may require Tenant
to execute a reasonable amendment or other document reflecting such reduction or termination.
Tenant shall pay Landlord a review fee of $1,000.00 for Landlord's review of any requested
Transfer.
11.03 Tenant shall pay Landlord 50% of all rent and other consideration which Tenant
receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the
portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for
Landlord's share of the excess within 30 days after Tenant's receipt of the excess. In
determining the excess due Landlord, Tenant may deduct from the excess, on a straight-line
basis, all reasonable and customary expenses directly incurred by Tenant attributable to the
Transfer, including brokerage fees, legal fees, construction costs, and Landlord's review fee. If
Tenant is in Default, Landlord may require that all sublease payments be made directly to
Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant's
share of payments received by Landlord. However, by accepting any such payments directly
from the subtenant, whether as a result of the foregoing or otherwise, Landlord does not waive
any claims against the Tenant hereunder or release Tenant from any obligations under this
Lease, nor recognize the subtenant as the tenant under the Lease.
11.04 Notwithstanding anything to the contrary contained in this Section 11, neither
Tenant nor any other person having a right to possess, use, or occupy (for convenience,
collectively referred to in this subsection as "Use") the Premises shall enter into any lease,
sublease, license, concession or other agreement for Use of all or any portion of the Premises
which provides for rental or other payment for such Use based, in whole or in part, on the net
income or profits derived by any person that leases, possesses, uses, or occupies all or any
portion of the Premises (other than an amount based on a fixed percentage or percentages of
receipts or sales), and any such purported lease, sublease, license, concession or other
agreement shall be absolutely void and ineffective as a transfer of any right or interest in the
Use of all or any part of the Premises.
12. Liens.
Tenant shall not permit mechanics' or other liens to be placed upon the Property, Premises or
Tenant's leasehold interest in connection with any work or service done or purportedly done by
or for the benefit of Tenant or its subtenants or transferees. Tenant shall give Landlord notice at
least 15 days prior to the commencement of any work in the Premises to afford Landlord the
opportunity, where applicable, to post and record notices of non -responsibility. Tenant, within
10 days of notice from Landlord, shall fully discharge any lien by settlement, by bonding or by
insuring over the lien in the manner prescribed by the applicable lien Law and, if Tenant fails to
Town of Westlake v5 — Execution Copy 14
do so, Tenant shall be deemed in Default under this Lease and, in addition to any other
remedies available to Landlord as a result of such Default by Tenant, Landlord, at its option,
may bond, insure over or otherwise discharge the lien. Tenant shall reimburse Landlord for any
amount paid by Landlord, including, without limitation, reasonable attorneys' fees. Landlord
shall have the right to require Tenant to post a performance or payment bond in connection with
any work or service done or purportedly done by or for the benefit of Tenant. Tenant
acknowledges and agrees that all such work or service is being performed for the sole benefit of
Tenant and not for the benefit of Landlord.
13. Indemnity and Waiver of Claims.
To the extent allowed by Law, except to the extent caused by the negligence or willful
misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall
indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from
all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses,
including, without limitation, reasonable attorneys' fees and other professional fees (if and to the
extent permitted by Law) (collectively referred to as "Losses"), which may be imposed upon,
incurred by or asserted against Landlord or any of the Landlord Related Parties by any third
party and arising out of or in connection with any damage or injury occurring in the Premises or
any acts or omissions (including violations of Law) of Tenant, its trustees, managers, members,
principals, beneficiaries, partners, officers, directors, employees and agents (the "Tenant
Related Parties") or any of Tenant's transferees, contractors or licensees. Except to the extent
caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties,
Landlord shall indemnify, defend and hold Tenant and the Tenant Related Parties harmless
against and from all Losses which may be imposed upon, incurred by or asserted against
Tenant or any of the Tenant Related Parties by any third party and arising out of or in
connection with any damage or injury occurring in the Premises caused by Landlord or any
Landlord Related Parties. Tenant hereby waives all claims against and releases Landlord and
its trustees, managers, members, principals, beneficiaries, partners, officers, directors,
employees, Mortgagees (defined in Section 23) and agents (the "Landlord Related Parties")
from all claims for any injury to or death of persons, damage to property or business loss in any
manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any
tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security or protective
services, personnel or equipment, or (e) any matter not within the reasonable control of
Landlord. Notwithstanding the foregoing, except as provided in Section 15 to the contrary,
Tenant shall not be required to waive any claims against Landlord (except, to the extent
permitted by Law, for loss or damage to Tenant's business) where such loss or damage is due
to the negligence or willful misconduct of Landlord or any Landlord Related Parties.
14. Insurance. Tenant shall maintain the following coverages in the following amounts:
14.01 Commercial General Liability Insurance covering claims of bodily injury, personal
injury and property damage arising out of Tenant's operations and contractual liabilities,
including coverage formerly known as broad form, on an occurrence basis, with minimum
primary limits of $1,000,000 each occurrence and $2,000,000 annual aggregate (and not more
than $25,000 self -insured retention) and a minimum excess/umbrella limit of $2,000,000.
14.02 Property insurance covering (i) all office furniture, business and trade fixtures,
office equipment, free-standing cabinet work, movable partitions, merchandise and all other
items of Tenant's property in the Premises installed by, for, or at the expense of Tenant
("Tenant's Property"), and (ii) any Leasehold Improvements installed by or for the benefit of
Town of Westlake v5 — Execution Copy 15
Tenant, whether pursuant to this Lease or pursuant to any prior lease or other agreement to
which Tenant was a party ("Tenant -Insured Improvements"). Such insurance shall be written
on a special cause of loss form for physical loss or damage, for the full replacement cost value
(subject to reasonable deductible amounts) without deduction for depreciation of the covered
items and in amounts that meet any co-insurance clauses of the policies of insurance, and shall
include coverage for damage or other loss caused by fire or other peril, including vandalism and
malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting or
stoppage of pipes, and explosion, and providing business interruption coverage for a period of
one year.
14.03 Worker's Compensation and Employer's Liability or other similar insurance to the
extent required by Law.
14.04 Form of Policies. The minimum limits of insurance required to be carried by
Tenant shall not limit Tenant's liability. Such insurance shall (i) be issued by an insurance
company that has an A.M. Best rating of not less than A-VIII; (ii) be in form and content
reasonably acceptable to Landlord; and (iii) provide that it shall not be canceled or materially
changed without 30 days' prior notice to Landlord, except that 10 days' prior notice may be
given in the case of nonpayment of premiums. Tenant's Commercial General Liability
Insurance shall (a) name Landlord, Landlord's managing agent, and any other party designated
by Landlord ("Additional Insured Parties") as additional insureds; and (b) be primary insurance
as to all claims thereunder and provide that any insurance carried by Landlord is excess and
non-contributing with Tenant's insurance. Landlord shall be designated as a loss payee with
respect to Tenant's Property insurance on any Tenant -Insured Improvements. Tenant shall
deliver to Landlord, on or before the Commencement Date and at least 15 days before the
expiration dates thereof, certificates from Tenant's insurance company on the forms currently
designated "ACORD 28" (Evidence of Commercial Property Insurance) and "ACORD 25-S"
(Certificate of Liability Insurance) or the equivalent. Attached to the ACORD 25-S (or
equivalent) there shall be an endorsement naming the Additional Insured Parties as additional
insureds which shall be binding on Tenant's insurance company and shall expressly require the
insurance company to notify each Additional Insured Party in writing at least 30 days before any
termination or material change to the policies, except that 10 days' prior notice may be given in
the case of nonpayment of premiums. Upon Landlord's request, Tenant shall deliver to
Landlord, in lieu of such certificates, copies of the policies of insurance required to be carried
under Section 14.01 showing that the Additional Insured Parties are named as additional
insureds.
14.05 Tenant shall maintain such increased amounts of the insurance required to be
carried by Tenant under this Section 14, and such other types and amounts of insurance
covering the Premises and Tenant's operations therein, as may be reasonably requested by
Landlord, but not in excess of the amounts and types of insurance then being required by
landlords of buildings comparable to and in the vicinity of the Building.
14.06 Landlord shall maintain the following insurance, together with such other
insurance coverage as Landlord, in its reasonable judgment, may elect to maintain (collectively,
"Landlord's Insurance'), the premiums of which will be included in Expenses: (1) Commercial
General Liability insurance applicable to the Property, Building and Common Areas providing,
on an occurrence basis, a minimum combined single limit of at least $2,000,000.00; and (2) All
Risk Property Insurance or special cause of loss insurance on the Building at replacement cost
value as reasonably estimated by Landlord.
Town of Westlake v5 — Execution Copy 16
15. Subrogation.
Subject to Section 16, each party waives, and shall cause its insurance carrier to waive, any
right of recovery against the other for any loss of or damage to property which loss or damage is
(or, if the insurance required hereunder had been carried, would have been) covered by
insurance. For purposes of this Section 15, any deductible with respect to a party's insurance
shall be deemed covered by, and recoverable by such party under, valid and collectable policies
of insurance.
16. Casualty Damage.
16.01 If all or any portion of the Premises becomes untenantable or inaccessible by fire
or other casualty to the Premises or the Common Areas (collectively a "Casualty"), Landlord,
within 90 days, shall cause a general contractor selected by Landlord to provide Landlord with a
written estimate of the amount of time required, using standard working methods, to
substantially complete the repair and restoration of the Premises and any Common Areas
necessary to provide access to the Premises ("Completion Estimate"). Landlord shall
promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate
indicates that the Premises or any Common Areas necessary to provide access to the Premises
cannot be made tenantable within 210 days from the date the repair is started, then either party
shall have the right to terminate this Lease upon written notice to the other within 10 days after
Tenant's receipt of the Completion Estimate. Tenant, however, shall not have the right to
terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of
Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days
after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises
have been materially damaged and there is less than 2 years of the Term remaining on the date
of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the
payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises
occurs other than as a result of Landlord's failure to maintain the insurance which Landlord is
required to maintain pursuant to this Lease.
16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to
reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable
control, restore the Premises and Common Areas. Such restoration shall be to substantially the
same condition that existed prior to the Casualty, except for modifications required by Law or
any other modifications to the Common Areas deemed desirable by Landlord. Notwithstanding
Section 15, upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to
any party designated by Landlord) all property insurance proceeds payable to Tenant under
Tenant's insurance with respect to any Leasehold Improvements performed by or for the benefit
of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the
amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess
cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of
repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess
costs that are determined during the performance of the repairs to such Leasehold
Improvements. In no event shall Landlord be required to spend more for the restoration of the
Premises and Common Areas than the proceeds received by Landlord, whether insurance
proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to
Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair
thereof. Provided that Tenant is not in Default, during any period of time that all or a material
portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall abate
for the portion of the Premises that is untenantable and not used by Tenant.
Town of Westlake v5 — Execution Copy 17
17. Condemnation.
Either party may terminate this Lease if any material part of the Premises is taken or
condemned for any public or quasi -public use under Law, by eminent domain or private
purchase in lieu thereof (a "Taking"). Landlord shall also have the right to terminate this Lease
if there is a Taking of any portion of the Building or Property which would have a material
adverse effect on Landlord's ability to profitably operate the remainder of the Building. The
terminating party shall provide written notice of termination to the other party within 45 days
after it first receives notice of the Taking. The termination shall be effective as of the effective
date of any order granting possession to, or vesting legal title in, the condemning authority. If
this Lease is not terminated, Base Rent and Tenant's Pro Rats Share shall be appropriately
adjusted to account for any reduction in the square footage of the Building or Premises. All
compensation awarded for a Taking shall be the property of Landlord. The right to receive
compensation or proceeds are expressly waived by Tenant, provided, however, Tenant may file
a separate claim for Tenant's Property and Tenant's reasonable relocation expenses, provided
the filing of the claim does not diminish the amount of Landlord's award. If only a part of the
Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable
diligence, will restore the remaining portion of the Premises as nearly as practicable to the
condition immediately prior to the Taking.
18. Events of Default.
In addition to any other default specifically described in this Lease, each of the following
occurrences shall be a "Default": (a) Tenant's failure to pay any portion of Rent when due, if the
failure continues for 5 days after written notice to Tenant ("Monetary Default"); (b) Tenant's
failure (other than a Monetary Default) to comply with any term, provision, condition or covenant
of this Lease, if the failure is not cured within 20 days after written notice to Tenant provided,
however, if Tenant's failure to comply cannot reasonably be cured within 20 days, Tenant shall
be allowed additional time (not to exceed 90 days) as is reasonably necessary to cure the
failure so long as Tenant begins the cure within 20 days and diligently pursues the cure to
completion; (c) Tenant permits a Transfer without Landlord's required approval or otherwise in
violation of Section 11 of this Lease; (d) Tenant or any Guarantor becomes insolvent, makes a
transfer in fraud of creditors, makes an assignment for the benefit of creditors, admits in writing
its inability to pay its debts when due or forfeits or loses its right to conduct business; (e) the
leasehold estate is taken by process or operation of Law; (f) in the case of any ground floor or
retail Tenant, Tenant does not take possession of or abandons the ground floor portion of the
Premises (it being agreed that extended time periods of no occupancy of the ground floor by
Tenant in connection with the Permitted Use shall not be deemed to be an abandonment of the
ground floor portion of the Premises); or (g) Tenant is in default beyond any notice and cure
period under any other lease or agreement with Landlord at the Building or Property. If Landlord
provides Tenant with notice of Tenant's failure to comply with any specific non -Monetary
provision of this Lease on 3 separate occasions during any 12 month period, Tenant's
subsequent violation of such non -Monetary provision shall, at Landlord's option, be an incurable
Default by Tenant. All notices sent under this Section shall be in satisfaction of, and not in
addition to, notice required by Law.
19. Remedies.
19.01 Upon Default, Landlord shall have the right to pursue any one or more of the
following remedies:
Town of Westlake v5 — Execution Copy 1s
(a) Terminate this Lease, in which case Tenant shall immediately surrender
the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance
with Law, may enter upon and take possession of the Premises and remove Tenant, Tenant's
Property and any party occupying the Premises. Tenant shall pay Landlord, on demand, all past
due Rent and other losses and damages Landlord suffers as a result of Tenant's Default,
including, without limitation, all Costs of Reletting (defined below) and any deficiency that may
arise from reletting or the failure to relet the Premises. "Costs of Reletting" shall include all
reasonable costs and expenses incurred by Landlord in reletting or attempting to relet the
Premises, including, without limitation, legal fees, brokerage commissions, the cost of
alterations and the value of other concessions or allowances granted to a new tenant.
(b) Terminate Tenant's right to possession of the Premises and, in
compliance with Law, remove Tenant, Tenant's Property and any parties occupying the
Premises. Landlord may (but shall not be obligated to) relet all or any part of the Premises,
without notice to Tenant, for such period of time and on such terms and conditions (which may
include concessions, free rent and work allowances) as Landlord in its absolute discretion shall
determine. Landlord may collect and receive all rents and other income from the reletting.
Tenant shall pay Landlord on demand all past due Rent, all Costs of Reletting and any
deficiency arising from the reletting or failure to relet the Premises. The re-entry or taking of
possession of the Premises shall not be construed as an election by Landlord to terminate this
Lease.
19.02 In lieu of calculating damages under Section 19.01, Landlord may elect to
receive as damages the sum of (a) all Rent accrued through the date of termination of this
Lease or Tenant's right to possession, and (b) an amount equal to the total Rent that Tenant
would have been required to pay for the remainder of the Term discounted to present value at
the Prime Rate (defined below) then in effect, minus the then present fair rental value of the
Premises for the remainder of the Term, similarly discounted, after deducting all anticipated
Costs of Reletting. "Prime Rate' shall be the per annum interest rate publicly announced as its
prime or base rate by a federally insured bank selected by Landlord in the state in which the
Building is located. Such payment shall not constitute a penalty or forfeiture but shall constitute
liquidated damages for Tenant's failure to comply with the terms of this Lease (Landlord's actual
damages in such event are impossible to ascertain and the amount set forth above is a
reasonable estimate thereof).
19.03 If Tenant is in Default of any of its non -monetary obligations under this Lease,
Landlord shall have the right to perform such obligations. Tenant shall reimburse Landlord for
the cost of such performance upon demand together with an administrative charge equal to
10% of the cost of the work performed by Landlord. The repossession or re-entering of all or
any part of the Premises shall not relieve Tenant of its liabilities and obligations under this
Lease. No right or remedy of Landlord shall be exclusive of any other right or remedy. Each
right and remedy shall be cumulative and in addition to any other right and remedy now or
subsequently available to Landlord at Law or in equity.
20. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO
THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE
EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY
WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 80% OF THE
Town of Westlake v5 — Execution Copy 19
VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST
IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST
LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY
LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED
PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF
BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE.
BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE
LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD
MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO
CURE THE ALLEGED DEFAULT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT
SHALL LANDLORD OR ANY MORTGAGEES OR LANDLORD RELATED PARTIES EVER BE
LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY LOST PROFITS
OF TENANT.
21. Relocation.
INTENTIONALLY OMITTED
22. Holding Over.
If Tenant fails to surrender all or any part of the Premises at the termination of this Lease,
occupancy of the Premises after termination shall be that of a tenancy at sufferance, and in no
event shall Landlord be prevented from immediate recovery of possession of the Premises by
summary proceedings or otherwise. Tenant's occupancy shall be subject to all the terms and
provisions of this Lease, and Tenant shall pay an amount (on a per month basis without
reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent
and Additional Rent due for the period immediately preceding the holdover. No holdover by
Tenant or payment by Tenant after the termination of this Lease shall be construed to extend
the Term or prevent Landlord from immediate recovery of possession of the Premises by
summary proceedings or otherwise. If Landlord is unable to deliver possession of the Premises
to a new tenant or to perform improvements for a new tenant as a result of Tenant's holdover
and Tenant fails to vacate the Premises within 30 days after notice from Landlord, Tenant shall
be liable for all damages that Landlord suffers from the holdover.
23. Subordination to Mortgages; Estoppel Certificate.
23.01 Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s)
of trust, deeds to secure debt, ground lease(s) or other lien(s) now or subsequently arising upon
the Premises, the Building or the Property, and to renewals, modifications, refinancings and
extensions thereof (collectively referred to as a "Mortgage"). The party having the benefit of a
Mortgage shall be referred to as a "Mortgagee". This clause shall be self -operative, but upon
request from a Mortgagee, Tenant shall execute a commercially reasonable subordination
agreement in favor of the Mortgagee. As an alternative, a Mortgagee shall have the right at any
time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall
attorn to any successor to Landlord's interest in this Lease. Notwithstanding the foregoing,
upon written request by Tenant, Landlord will use reasonable efforts to obtain a non -
disturbance, subordination and attornment agreement from Landlord's then current Mortgagee
on such Mortgagee's then current standard form of agreement. "Reasonable efforts" of
Landlord shall not require Landlord to incur any cost, expense or liability to obtain such
agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged
Town of Westlake v5 — Execution Copy 20
by the Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee's form of non -
disturbance, subordination and attornment agreement and return the same to Landlord for
execution by the Mortgagee. Landlord's failure to obtain a non -disturbance, subordination and
attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of
Landlord and Tenant or be considered to be a default by Landlord hereunder. Landlord and
Tenant shall each, within 10 Business Days after receipt of a written request from the other,
execute and deliver a commercially reasonable estoppel certificate to those parties as are
reasonably requested by the other (including a Mortgagee or prospective purchaser). Without
limitation, such estoppel certificate may include a certification as to the status of this Lease, the
existence of any defaults and the amount of Rent that is due and payable.
23.02 In the event Mortgagee enforces it rights under the Mortgage, Tenant, at
Mortgagee's option, will attorn to Mortgagee or its successor; provided, however, that
Mortgagee or its successor shall not be liable for or bound by (i) any payment of any Rent
installment which may have been made more than 30 days before the due date of such
installment, (ii) any act or omission of or default by Landlord under this Lease (but Mortgagee,
or such successor, shall be subject to the continuing obligations of landlord under the Lease to
the extent arising from and after such succession to the extent of Mortgagee's, or such
successor's, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant
may have against Landlord, (iv) any modification or amendment to this Lease for which
Mortgagee's consent is required, but has not been obtained, under a Mortgage or (v) any
obligation under this Lease to maintain a fitness facility at the Building, if any. Tenant, upon the
reasonable request by Mortgagee or such successor in interest, shall execute and deliver an
instrument or instruments confirming such attornment.
24. Notice.
All demands, approvals, consents or notices (collectively referred to as a "notice') shall be in
writing and delivered by hand or sent by registered, express, or certified mail, with return receipt
requested or with delivery confirmation requested from the U.S. postal service, or sent by
overnight or same day courier service at the party's respective Notice Address(es) set forth in
Section 1; provided, however, notices sent by Landlord regarding general Building operational
matters may be posted in the Building mailroom or the general Building newsletter or sent via e-
mail to the e-mail address provided by Tenant to Landlord for such purpose. In addition, if the
Building is closed (whether due to emergency, governmental order or any other reason), then
any notice address at the Building shall not be deemed a required notice address during such
closure, and, unless Tenant has provided an alternative valid notice address to Landlord for use
during such closure, any notices sent during such closure may be sent via e-mail or in any other
practical manner reasonably_ designed to ensure receipt by the intended recipient. Each notice
shall be deemed to have been received on the earlier to occur of actual delivery (which, in the
case of hand delivery, may be deemed "actually delivered" by posting same on the exterior door
of the Premises, if the notice is for Tenant, or Landlord's management office, if the notice is for
Landlord) or the date on which delivery is refused, or, if Tenant has vacated the Premises or
any other Notice Address of Tenant without providing a new Notice Address, 3 days after notice
is deposited in the U.S. mail or with a courier service in the manner described above. Either
party may, at any time, change its Notice Address (other than to a post office box address) by
giving the other party written notice of the new address.
25. Surrender of Premises
Town of Westlake v5 — Execution Copy 21
At the termination of this Lease or Tenant's right of possession, Tenant shall remove Tenant's
Property from the Premises, and quit and surrender the Premises to Landlord, broom clean, and
in good order, condition and repair, ordinary wear and tear and damage which Landlord is
obligated to repair hereunder excepted. If Tenant fails to remove any of Tenant's Property, or to
restore the Premises to the required condition, within 5 Business Days after termination of this
Lease or Tenant's right to possession, Landlord, at Tenant's sole cost and expense, shall be
entitled (but not obligated) to remove and store Tenant's Property and/or perform such
restoration of the Premises. Landlord shall not be responsible for the value, preservation or
safekeeping of Tenant's Property. Tenant shall pay Landlord, upon demand, the expenses and
storage charges incurred. If Tenant fails to remove Tenant's Property from the Premises or
storage, within 30 days after notice, Landlord may deem all or any part of Tenant's Property to
be abandoned and, at Landlord's option, title to Tenant's Property shall vest in Landlord or
Landlord may dispose of Tenant's Property in any manner Landlord deems appropriate.
26. Miscellaneous.
26.01 This Lease shall be interpreted and enforced in accordance with the Laws of the
state in which the Building is located and Landlord and Tenant hereby irrevocably consent to the
jurisdiction and proper venue of such state. If any term or provision of this Lease shall to any
extent be void or unenforceable, the remainder of this Lease shall not be affected. If there is
more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations
imposed upon Tenant shall be joint and several obligations of all the parties and entities, and
requests or demands from any one person or entity comprising Tenant shall be deemed to have
been made by all such persons or entities. Notices to any one person or entity shall be deemed
to have been given to all persons and entities. Tenant represents and warrants to Landlord,
and agrees, that each individual executing this Lease on behalf of Tenant is authorized to do so
on behalf of Tenant and that the entity(ies) or individual(s) constituting Tenant or Guarantor or
which may own or control Tenant or Guarantor or which may be owned or controlled by Tenant
or Guarantor are not and at no time will be (i) in violation of any Laws relating to terrorism or
money laundering, or (ii) among the individuals or entities identified on any list compiled
pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the
most current list published by the U.S. Treasury Department Office of Foreign Assets Control at
its official website, http://www.treasury.gov/resource-center/sanctions/SDN-
List/Pages/default.aspx or any replacement website or other replacement official publication of
such list.
26.02 If Landlord retains an attorney or institutes legal proceedings due to Tenant's
failure to pay Rent when due, then Tenant shall be required to pay Additional Rent in an amount
equal to the reasonable attorneys' fees and costs actually incurred by Landlord in connection
therewith. Notwithstanding the foregoing, in any action or proceeding between Landlord and
Tenant, including any appellate or alternative dispute resolution proceeding, the prevailing parry
shall be entitled to recover from the non -prevailing party all of its costs and expenses in
connection therewith, including, but not limited to, reasonable attorneys' fees actually incurred.
Landlord and Tenant hereby waive any right to trial by jury in any proceeding based upon a
breach of this Lease. No failure by either party to declare a default immediately upon its
occurrence, nor any delay by either party in taking action for a default, nor Landlord's
acceptance of Rent with knowledge of a default by Tenant, shall constitute a waiver of the
default, nor shall it constitute an estoppel.
26.03 Whenever a period of time is prescribed for the taking of an action by Landlord or
Tenant (other than the payment of the Security Deposit or Rent), the period of time for the
Town of Westlake v5 — Execution Copy 22
performance of such action shall be extended by the number of days that the performance is
actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts,
pandemics, civil disturbances and other causes beyond the reasonable control of the performing
party ("Force Majeure").
26.04 Landlord shall have the right to transfer and assign, in whole or in part, all of its
rights and obligations under this Lease and in the Building and Property. Upon transfer,
Landlord shall be released from any further obligations hereunder and Tenant agrees to look
solely to the successor in interest of Landlord for the performance of such obligations, provided
that any successor pursuant to a voluntary, third party transfer (but not as part of an involuntary
transfer resulting from a foreclosure or deed in lieu thereof) shall have assumed Landlord's
obligations under this Lease"from and after the date of the transfer.
26.05 Landlord has delivered a copy of this Lease to Tenant for Tenant's review only
and the delivery of it does not constitute an offer to Tenant or an option. Tenant represents that
it has dealt directly with and only with the Broker (described in Section 1.09) as a broker, agent
or finder in connection with this Lease. Tenant shall indemnify and hold Landlord and the
Landlord Related Parties harmless from all claims of any other brokers, agents or finders
claiming to have represented Tenant in connection with this Lease. Landlord shall indemnify
and hold Tenant and the Tenant Related Parties harmless from all claims of any brokers, agents
or finders claiming to have represented Landlord in connection with this Lease. Equity Office
Properties Management Corp., or such other entity affiliated with Equity Office Properties
Management Corp. that is involved in the negotiation of this Lease (each referred to as
"EOPMC"), represents only the Landlord in this transaction. Any assistance rendered by any
agent or employee of EOPMC in connection with this Lease or any subsequent amendment or
modification or any other document related hereto has been or will be made as an
accommodation to Tenant solely in furtherance of consummating the transaction on behalf of
Landlord, and not as agent for Tenant. Landlord agrees to pay a brokerage commission to
Tenant's Broker and Landlord's Broker in accordance with the terms of separate commission
agreements entered into or to be entered into between Landlord and Tenant's Broker, and
Landlord and Landlord's Broker, respectively, provided that in no event shall Landlord be
obligated to pay a commission to Tenant's Broker or Landlord's Broker in connection with any
extension of the Term or in connection with any additional space that is leased by Tenant
pursuant to the terms of this Lease except as may be specifically provided otherwise in such
agreement or future agreement between Landlord and Tenant's Broker, and Landlord and
Landlord's Broker, respectively.
26.06 Time is of the essence with respect to payment of Rent and Tenant's exercise of
any expansion, renewal or extension rights granted to Tenant. The expiration of the Term,
whether by lapse of time, termination or otherwise, shall not relieve either party of any
obligations which accrued prior to or which may continue to accrue after the expiration or
termination of this Lease.
26.07 Tenant may peacefully have, hold and enjoy the Premises, subject to the terms
of this Lease, provided Tenant pays the Rent and fully performs all of its covenants and
agreements. This covenant shall be binding upon Landlord and its successors only during its or
their respective periods of ownership of the Building.
26.08 This Lease does not grant any rights to light or air over or about the Building.
Landlord excepts and reserves exclusively to itself any and all rights not specifically granted to
Tenant under this Lease. Landlord reserves the right to make changes to the Property, Building
Town of Westlake v5 — Execution Copy 23
and Common Areas as Landlord deems appropriate. This Lease constitutes the entire
agreement between the parties and supersedes all prior agreements and understandings
related to the Premises, including all lease proposals, letters of intent and other documents.
Neither party is relying upon any warranty, statement or representation not contained in this
Lease. This Lease may be modified only by a written agreement signed by an authorized
representative of Landlord and Tenant. Wherever this Lease requires Landlord to provide a
customary service or to act in a reasonable manner (whether in incurring an expense,
establishing a rule or regulation, providing an approval or consent, or performing any other act),
this Lease shall be deemed also to provide that whether such service is customary or such
conduct is reasonable shall be determined by reference to the practices of owners of buildings
that (i) are comparable to the Building in size, age, class, quality and location in the Westlake
and Southlake, Texas submarkets, and (ii) at Landlord's option, have been, or are being
prepared to be, certified under the U.S. Green Building Council's Leadership in Energy and
Environmental Design (LEED) rating system or a similar rating system.
26.09 Submission of this Lease by Landlord is not an offer to enter into this Lease but
rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Lease
until Landlord has executed and delivered the same to Tenant. Tenant agrees that its execution
of this Lease constitutes a firm offer to enter the same, which may not be withdrawn for a period
of 30 days after delivery to Landlord (or such other period as may be expressly provided in any
other agreement signed by the parties).
26.10 If Landlord is advised by its counsel at anytime that any part of the payments by
Tenant to Landlord under this Lease may be characterized as unrelated business income under
the United States Internal Revenue Code and its regulations, then Tenant shall enter into any
amendment proposed by Landlord to avoid such income, so long as the amendment does not
require Tenant to make more payments or accept fewer services from Landlord, than this Lease
provides.
26.11 This Lease may be executed in counterparts and shall constitute an agreement
binding on all parties notwithstanding that all parties are not signatories to the original or the
same counterpart provided that all parties are furnished a copy or copies thereof reflecting the
signature of all parties. Transmission of a facsimile or by email of a pdf copy of the signed
counterpart of the Lease shall be deemed the equivalent of the delivery of the original, and any
party so delivering a facsimile or pdf copy of the signed counterpart of the Lease by email
transmission shall in all events deliver to the other party an original signature promptly upon
request.
Town of Westlake v5 — Execution Copy 24
Landlord and Tenant have executed this Lease under seal in two or more counterparts
as of the day and year first above written.
LANDLORD:
BRE SOLANA, LLC, a Delaware limited liability
company
By:
Name:
Title:
TENANT:
TOWN OF WESTLAKE, TEXAS, a municipal
corporation of the State of Texas located in Denton
and Tarrant Counties _
M
Name: %�2cPgC� lin
Title:
Town of Westlake v5 — Execution Copy 25
26.11 This Lease may be executed in counterparts and shall constitute an agreement
binding on all parties notwithstanding that all parties are not signatories to the original or the
same counterpart provided that all parties are furnished a copy or copies thereof reflecting the
signature of all parties. Transmission of a facsimile or by email of a pdf copy of the signed
counterpart of the Lease shall be deemed the equivalent of the delivery of the original, and any
party so delivering a facsimile or pdf copy of the signed counterpart of the Lease by email
transmission shall in all events deliver to the other party an original signature promptly upon
request.
Landlord and Tenant have executed this Lease under seal in two or more counterparts
as of the day and year first above written.
LANDLORD:
BRE SOLANA, LLC, a Delaware limited liability
company
By:��.,
John Moe
Name: _
Title:
TENANT:
TOWN OF WESTLAKE, TEXAS, a municipal
corporation of the State of Texas located in Denton
and Tarrant Counties
By:
Name:
Title:
26
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Westlake 5.doc
EXHIBIT A-1
OUTLINE AND LOCATION OF PREMISES
This Exhibit is attached to and made a part of the Office Lease Agreement (the "Lease")
by and between BRE SOLANA, LLC, a Delaware limited liability company ("Landlord"), and
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties ("Tenant'), for space in the Building located at 1500 Solana
Boulevard, Building 7, Westlake, Texas 76262.
LEASE EXHIBIT
0
THE TERRACE AT SOLANA
BUILDING 7- FLOOR 1
THE TERRACE AT SOLANA
BUILDING 7- FLOOR 2
Town of Westlake v5 — Execution Copy A-1
EXHIBIT A-2
OUTLINE AND LOCATION OF RESERVED SPACES
This Exhibit is attached to and made a part of the Office Lease Agreement (the "Lease')
by and between BRE SOLANA, LLC, a Delaware limited liability company ("Landlord"), and
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties ("Tenant'), for space in the Building located at 1500 Solana
Boulevard, Building 7, Westlake, Texas 76262.
Town of Westlake v5 — Execution Copy A-2
EXHIBIT B
EXPENSES AND TAXES
This Exhibit is attached to and made a part of the Office Lease Agreement (the "Lease")
by and between BRE SOLANA, LLC, a Delaware limited liability company ("Landlord"), and
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties ("Tenant"), for space in the Building located at 1500 Solana
Boulevard, Building 7, Westlake, Texas 76262. Capitalized terms used but not defined herein
shall have the meanings given in the Lease.
1. Payments.
1.01 Tenant shall pay Tenant's Pro Rata Share of the total amount of Expenses and Taxes for
each calendar year during the Term. Landlord shall provide Tenant with a good faith estimate of
the total amount of Expenses and Taxes for each calendar year during the Term. On or before
the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one -
twelfth of Tenant's Pro Rata Share of Landlord's estimate of the total amount of Expenses and
Taxes. If Landlord determines that its good faith estimate was incorrect by a material amount,
Landlord may provide Tenant with a revised estimate (but Landlord shall not make more than
two revisions per calendar year of the Lease Term). After its receipt of the revised estimate,
Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not
provide Tenant with an estimate of the total amount of Expenses and Taxes by January 1 of a
calendar year, Tenant shall continue to pay monthly installments based on the previous year's
estimate until Landlord provides Tenant with the new estimate. Upon delivery of the new
estimate, an adjustment shall be made for any month for which Tenant paid monthly
installments based on the previous year's estimate. Tenant shall pay Landlord the amount of
any underpayment within 30 days after receipt of the new estimate. Any overpayment shall be
refunded to Tenant within 30 days or credited against the next due future installment(s) of
Additional Rent.
1.02 As soon as is practical following the end of each calendar year, Landlord shall furnish
Tenant with a statement of the actual amount of Expenses and Taxes for the prior calendar
year. Landlord shall use reasonable efforts to furnish the statement of actual Expenses on or
before June 1 of the calendar year immediately following the calendar year to which the
statement applies. If the estimated amount of Expenses and Taxes for the prior calendar year
is more than the actual amount of Expenses and Taxes for the prior calendar year, Landlord
shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional
Rent due or next becoming due, provided if the Term expires before the determination of the
overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount
of Rent due. If the estimated amount of Expenses and Taxes for the prior calendar year is less
than the actual amount of Expenses and Taxes for such prior year, Tenant shall pay Landlord,
within 30 days after its receipt of the statement of Expenses and Taxes, any underpayment for
the prior calendar year. In no event shall Landlord be entitled to a reimbursement from tenants
for Expenses and Taxes in excess of 100% of the costs actually paid or incurred by Landlord in
any applicable calendar year.
2. Expenses.
2.01 "Expenses" means all costs and expenses incurred in each calendar year in connection
with operating, maintaining, repairing, and managing the Building and the Property. Landlord
Town of Westlake v5 — Execution Copy B-1
shall act in a reasonable manner in incurring Expenses. Expenses include, without limitation:
(a) all labor and labor related costs, including wages, salaries, bonuses, taxes, insurance,
uniforms, training, retirement plans, pension plans and other employee benefits;
(b) management fees in an amount equal to 3% of the gross revenues from the Building and the
Property; (c) the cost of equipping, staffing and operating an on -site and/or off -site management
office for the Building, provided if the management office services one or more other buildings or
properties, the shared costs and expenses of equipping, staffing and operating such
management office(s) shall be equitably prorated and apportioned between the Building and the
other buildings or properties; (d) accounting costs; (e) the cost of services; (f) rental and
purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and deductibles;
(h) electricity, gas and other utility costs; and (i) the amortized cost of capital improvements (as
distinguished from replacement parts or components installed in the ordinary course of
business) made subsequent to the Commencement Date which are: (1) intended to effect
economies in the operation or maintenance of the Property or reduce current or future
Expenses (provided that Landlord, based on expert third party advice, reasonably believes that
such improvements will effect economies in the operation or maintenance of the Property or
reduce current or future Expenses), or enhance the safety or security of the Property or its
occupants, (2) replacements or modifications of nonstructural items located in the Base Building
or Common Areas that are required to keep the Base Building or Common Areas in good repair
and maintenance and which are not purely cosmetic in nature, or (3) required under any Law.
The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback
Period (defined below) or the useful life of the capital improvement as determined by Landlord in
accordance with sound accounting principles consistently applied in the Project. The amortized
cost of capital improvements may, at Landlord's option, include actual or imputed interest at the
rate that Landlord would reasonably be required to pay to finance the cost of the capital
improvement. "Payback Period" means the reasonably estimated period of time that it takes for
the cost savings resulting from a capital improvement to equal the total cost of the capital
improvement. Notwithstanding the foregoing, the portion of the annual amortized costs to be
included in Expenses in any calendar year with respect to a capital improvement which is
intended to effect economies in the operation or maintenance of the Property or reduce current
or future Expenses shall equal the lesser of: (a) such annual amortized costs; and (b) the
projected annual amortized reduction in Expenses for that portion of the amortization period of
the capital improvement which falls within the Term (based on the total cost savings for such
period, as reasonably estimated by Landlord). Landlord, by itself or through an affiliate, shall
have the right to directly perform, provide and be compensated for any services under the
Lease. If Landlord incurs Expenses for the Building or Property together with one or more other
buildings or properties, whether pursuant to a reciprocal easement agreement, common area
agreement or otherwise, the shared costs and expenses shall be equitably prorated and
apportioned between the Building and Property and the other buildings or properties.
2.02 Expenses shall not include:
(i) the cost of capital improvements (except as set forth above);
(ii) depreciation;
(iii) principal and interest payments of mortgage and other non -operating debts of Landlord;
(iv) the cost of repairs or other work to the extent Landlord is reimbursed by insurance or
condemnation proceeds;
Town of Westlake v5 — Execution Copy B-2
(v) costs in connection with leasing space in the Building, including brokerage commissions;
(vi) lease concessions, rental abatements and construction allowances granted to specific
tenants;
(vii) costs incurred in connection with the sale, financing or refinancing of the Building;
(viii) fines, interest and penalties incurred due to the late payment of Taxes or Expenses;
(ix) all costs associated with the operation of the business of the entity which constitutes
"Landlord" (as distinguished from the costs of operating, maintaining, repairing and managing
the Building) including, but not limited to, Landlord's or Landlord's managing agent's general
corporate overhead and general administrative expenses;
(x) reserves not spent by Landlord by the end of the calendar year for which Expenses are
paid;
(xi) costs incurred by Landlord in connection with the correction of defects in design and
original construction of the Building or Property;
(xii) wages, salaries, fees, and fringe benefits ("Labor Costs") paid to executive personnel or
officers or partners of Landlord, except that if such individuals provide services directly related
to the operation, maintenance or ownership of the Building which, if provided directly by a
general manager/property manager or its general support staff, would normally be chargeable
as an operating expense of a comparable office Building, then an appropriate pro rata share of
the Labor Costs of such individuals that is reflective of the extent to which such individuals are
providing such services to the Building may be included in Expenses;
(xiii) any income, capital levy, capital stock, succession, transfer, franchise, gift, estate or
inheritance tax;
(xiv) any expenses for which Landlord has received actual reimbursement (other than through
Expenses);
(xv) ground lease rental;
(xvi) fines or penalties incurred as a result of violation by Landlord of any applicable Laws;
(xvii) any cost or expense related to removal, cleaning, abatement or remediation of
"hazardous materials" in or about the Building, Common Area or Property, including, without
limitation, hazardous substances in the ground water or soil, except to the extent such removal,
cleaning, abatement or remediation is related to the general repair and maintenance of the
Building, Common Area or Property;
(xviii) advertising and promotional expenditures;
(xix) organizational expenses associated with the creation and operation of the entity which
constitutes Landlord; or
(xx) any penalties or damages that Landlord pays to Tenant under the Lease or to other
tenants in the Building under their respective leases.
Town of Westlake v5 — Execution Copy B-3
2.03 If at any time during a calendar year the Building is not at least 95% occupied (or a service
provided by Landlord to tenants of the Building generally is not provided by Landlord to a tenant
that provides such service itself, or any tenant of the Building is entitled to free rent, rent
abatement or the like), Expenses shall, at Landlord's option, be determined as if the Building
had been 95% occupied (and all services provided by Landlord to tenants of the Building
generally had been .provided by Landlord to all tenants, and no tenant of the Building had been
entitled to free rent, rent abatement or the like) during that calendar year. The extrapolation of
Expenses under this Section shall be performed in accordance. with the methodology specified
by the Building Owners and Managers Association.
2.04 Notwithstanding the foregoing, for purposes of computing Tenant's Pro Rate Share of
Expenses, the Controllable Expenses (hereinafter defined) shall not increase by more than 6% per
calendar year on a compounding and cumulative basis over the course of the Term. In other
words, Controllable Expenses for the second calendar year during the Term shall not exceed
106% of the Controllable Expenses for the first calendar year during the Term. Controllable
Expenses for the third calendar year during the Term shall not exceed 106% of the limit on
Controllable Expenses for the second calendar year during the Term, etc. By way of illustration, if
Controllable Expenses were $10.00 per rentable square foot for the first calendar year during the
Term, then Controllable Expenses for the second calendar year during the Term shall not exceed
$10.60 per rentable square foot, and Controllable Expenses for the third calendar year during the
Term shall not exceed $11.24 per rentable square foot. "Controllable Expenses" shall mean all
Expenses other than (i) costs of utilities, snow and ice removal, repairs and restoration due to
hurricanes and other weather -related causes, (ii) insurance premiums and deductibles,
(iii) permitted capital expenditures, (iv) any market -wide cost increases resulting from
extraordinary circumstances, including Force Majeure, boycotts, strikes, conservation
surcharges, embargoes or shortages, (v) the cost of any repair or replacement that Landlord
reasonably expects will not recur on an annual or more frequent basis, and (vi) other Expenses
to the extent: (a) that a component of such Expenses are union labor wages, or (b) such
Expenses are incurred as a result of any requirements of Law. For purposes of determining
Controllable Expenses, any management fee shall be calculated without regard to any free rent,
abated rent, or the like.
3. "Taxes" shall mean: (a) all real property taxes and other assessments on the Building and/or
Property, including, but not limited to, gross receipts taxes, assessments for special
improvement districts, community improvement districts and building improvement districts,
governmental charges, fees and assessments for police, fire, traffic mitigation or other
governmental service of purported benefit to the Property, taxes and assessments levied in
substitution or supplementation in whole or in part of any such taxes and assessments and the
Property's share of any real estate taxes and assessments under any reciprocal easement
agreement, common area agreement or similar agreement as to the Property; (b) all personal
property taxes for property that is owned by Landlord and used in connection with the operation,
maintenance and repair of the Property; and (c) all costs and fees incurred in connection with
seeking reductions in any tax liabilities described in (a) and (b), including, without limitation, any
costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without
limitation, Taxes shall be determined without regard to any "green building" credit and shall not
include any income, capital levy, transfer, capital stock, gift, estate or inheritance tax. If a
change in Taxes is obtained for any year of the Term during which Tenant paid Tenant's Pro
Rata Share of any Taxes, then Taxes for that year will be retroactively adjusted and Landlord
shall provide Tenant with a credit, if any, based on the adjustment, Tenant shall pay Landlord
the amount of Tenant's Pro Rata Share of any such increase in Taxes within 30 days after
Tenant's receipt of a statement from Landlord.
Town of Westlake v5 — Execution Copy B-4
4. Audit Rights. Within 180 days after receiving Landlord's statement of Expenses (each such
period is referred to as the "Review Notice Period"), Tenant may give Landlord written notice
("Review Notice") that Tenant intends to review Landlord's records of the Expenses for the
calendar year to which the statement applies, and within 60 days after sending the Review
Notice to Landlord (such period is referred to as the "Request for Information Period"), Tenant
shall send Landlord a written request identifying, with a reasonable degree of specificity, the
information that Tenant desires to review (the "Request for Information"). Within a reasonable
time after Landlord's receipt of a timely Request for Information and executed Audit
Confidentiality Agreement (referenced below), Landlord shall forward to Tenant, or make
available for inspection on site at such location deemed reasonably appropriate by Landlord,
such records (or copies thereof) for the applicable calendar year that are reasonably necessary
for Tenant to conduct its review of the information appropriately identified in the Request for
Information. Within 60 days after any particular records are made available to Tenant (such
period is referred to as the "Objection Period"), Tenant shall have the right to give Landlord
written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's
statement of Expenses for that year which relates to the records that have been made available
to Tenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant
shall work together in good faith to resolve any issues raised in Tenant's Objection Notice. If
Landlord and Tenant determine that Expenses for the calendar year are less than reported,
Landlord, at Tenant's option, shall provide Tenant with a credit against the next installment of
Rent or reimburse Tenant in the amount of the overpayment by Tenant within 30 days.
Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater
than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If
Tenant fails to give Landlord an Objection Notice with respect to any records that have been
made available to Tenant prior to expiration of the Objection Period applicable to the records
which have been provided to Tenant, Tenant shall be deemed to have approved Landlord's
statement of Expenses with respect to the matters reflected in such records and shall be barred
from raising any claims regarding the Expenses relating to such records for that year. If Tenant
fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or
fails to provide Landlord with a Request for Information prior to expiration of the Request for
Information Period described above, Tenant shall be deemed to have approved Landlord's
statement of Expenses and shall be barred from raising any claims regarding the Expenses for
that year.
If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm
licensed to do business in the state or commonwealth where the Property is located. Tenant
shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees
charged cannot be based in whole or in part on a contingency basis. However, notwithstanding
the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in
question were less than stated by more than 5%, Landlord, within 30 days after its receipt of
paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by
Tenant to third parties in connection with such review by Tenant. The records and related
information obtained by Tenant shall be treated as confidential, and applicable only to the
Building, by Tenant and its auditors, consultants and other parties reviewing such records on
behalf of Tenant (collectively, "Tenant's Auditors"), and, prior to making any records available
to Tenant or Tenant's Auditors, Landlord may require Tenant and Tenant's Auditors to each
execute a reasonable confidentiality agreement ("Audit Confidentiality Agreement") in
accordance with the foregoing.. In no event shall Tenant be permitted to examine Landlord's
records or to dispute any statement of Expenses unless Tenant has paid and continues to pay
all Rent when due.
Town of Westlake v5 — Execution Copy B5
EXHIBIT C
WORK LETTER
This Exhibit is attached to and made a part of the Office Lease Agreement (the "Lease")
by and between BRE SOLANA, LLC, a Delaware limited liability company ("Landlord"), and
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties ("Tenant"), for space in the Building located at 1500 Solana
Boulevard, Building 7, Westlake, Texas 76262. Capitalized terms used but not defined herein
shall have the meanings given in the Lease.
As used in this Work Letter, the "Premises" shall be deemed to mean the Premises, as initially
defined in the attached Lease.
Landlord Work.
1.01 This Work Letter shall set forth the obligations of Landlord and Tenant with
respect to the improvements to be performed in the Premises for Tenant's use.
All improvements described in this Work Letter to be constructed in and upon the
Premises by Landlord are hereinafter referred to as the "Landlord Work". It is
agreed that construction of the Landlord Work will be completed at Tenant's sole
cost and expense, subject to the Allowance (as defined below). Landlord shall
enter into a direct contract for the Landlord Work with a general contractor
selected by Landlord. In addition, Landlord shall have the right to select and/or
approve of any subcontractors used in connection with the Landlord Work.
Tenant and Landlord agree that Landlord is not responsible and is not performing
any alterations, repairs or improvements in the Premises with respect to the
telephone and data cabling or infrastructure, nor shall Landlord be responsible
for purchasing or installing furniture or equipment in the Premises.
1.02 Tenant shall be solely responsible for the timely preparation and submission to
Landlord of the final architectural, electrical and mechanical construction
drawings, plans and specifications (called "Plans") necessary to construct the
Landlord Work, which plans shall be subject to approval by Landlord (which
approval by Landlord shall not be unreasonably withheld, conditioned or delayed)
and Landlord's architect and engineers and shall comply with their requirements
to avoid aesthetic or other conflicts with the design and function of the balance of
the Building. Tenant shall be responsible for all elements of the design of
Tenant's plans (including, without limitation, compliance with Law, functionality of
design, the structural integrity of the design, the configuration of the Premises
and the placement of Tenant's furniture, appliances and equipment), and
Landlord's approval of Tenant's plans shall in no event relieve Tenant of the
responsibility for such design. Notwithstanding the foregoing, Landlord shall be
responsible, at its cost (without including such costs as part of Expenses), for
correcting any currently existing (as of the date of this Lease) violations of Title III
of the Americans with Disabilities Act with respect to those portions of the
Premises which will not be affected or modified by the Landlord Work set forth in
the Plans (the "Unaffected Portion of the Premises"), provided that Landlord's
obligation with respect to the Unaffected Portion of the Premises shall be limited
to violations that arise out of the condition of the Unaffected Portions of the
Premises prior to the installation of any furniture, equipment and other personal
Town of Westlake v5 — Execution Copy C-1
property of Tenant. Notwithstanding the foregoing, Landlord shall have the right
to contest any alleged violation in good faith, including, without limitation, the
right to apply for and obtain a waiver or deferment of compliance, the right to
assert any and all defenses allowed by Law and the right to appeal any
decisions, judgments or rulings to the fullest extent permitted by Law. Landlord,
after the exhaustion of any and all rights to appeal or contest, will make all
repairs, additions, alterations or improvements necessary to comply with the
terms of any final order or judgment. Notwithstanding the foregoing, Tenant, not
Landlord, shall be responsible for the correction of any violations that arise out of
or in connection with any claims brought under any provision of the Americans
with Disabilities Act other than Title III, the specific nature of Tenant's business in
the Premises (other than general office use), the acts or omissions of Tenant, its
agents, employees or contractors, Tenant's arrangement of any furniture,
equipment or other property in the Premises, any repairs, alterations, additions or
improvements performed by or on behalf of Tenant and any design or
configuration of the Premises specifically requested by Tenant after being
informed that such design or configuration may not be in strict compliance with
the ADA.
If requested by Tenant, Landlord's architect will prepare the Plans necessary for
such construction at Tenant's cost. Whether or not the layout and Plans are
prepared with the help (in whole or in part) of Landlord's architect, Tenant agrees
to remain solely responsible for the timely preparation and submission of the
Plans and for all elements of the design of such Plans and for all costs related
thereto. Tenant has assured itself by direct communication with the architect and
engineers (Landlord's or its own, as the case may be) that the final approved
Plans (including Landlord's approval of the same) can be delivered to Landlord
on or before April 1, 2017 (the "Plans Due Date"), provided that Tenant promptly
furnishes complete information concerning its requirements to said architect and
engineers as and when requested by them. Tenant covenants and agrees to
cause said final, approved Plans to be delivered to Landlord on or before said
Plans Due Date and to devote such time as may be necessary in consultation
with said architect and engineers to enable them to complete and submit the
Plans within the required time limit. Time is of the essence in respect of
preparation and submission of Plans by Tenant. If the Plans are not fully
completed and approved by the Plans Due Date, Tenant shall be responsible for
one day of Tenant Delay (as defined in the Lease to which this Exhibit is
attached) for each day during the period beginning on the day following the Plans
Due Date and ending on the date completed Plans are approved. The foregoing
shall not be applicable if the Commencement Date is not delayed past the Target
Commencement Date as a result of such Tenant Delay. Additionally, Landlord
shall use commercially reasonable efforts to still achieve the Target
Commencement Date in the event of a Tenant Delay, provided that Landlord
shall have no obligation to incur any additional expense or liability in connection
with such efforts. (The word "architect" as used in this Exhibit shall include an
interior designer or space planner.)
1.03 If Landlord's estimate (based on the estimate provided by the general contractor)
and/or the actual cost of construction shall exceed the Allowance, Landlord, prior
to commencing any construction of Landlord Work, shall submit to Tenant a
written estimate setting forth the anticipated cost of the Landlord Work, including
Town of Westlake v5 — Execution Copy C-2
but not limited to labor and materials, contractor's fees and permit fees. Within 3
Business Days thereafter, Tenant shall either notify Landlord in writing of its
approval of the cost estimate, or specify its objections thereto and any desired
changes to the proposed Landlord Work. If Tenant notifies Landlord of such
objections and desired changes, Tenant shall work with Landlord to reach a
mutually acceptable alternative cost estimate.
1.04 If Landlord's estimate (based on the estimate provided by the general contractor)
and/or the actual cost of construction shall exceed the Allowance, if any (such
amounts exceeding the Allowance being herein referred to as the "Excess
Costs"), Tenant shall pay to Landlord such Excess Costs, plus any applicable
state sales tax thereon, upon demand. The statements of costs submitted to
Landlord by Landlord's contractors shall be conclusive for purposes of
determining the actual cost of the items described therein. The amounts payable
by Tenant hereunder constitute Rent payable pursuant to the Lease, and the
failure to timely pay same constitutes an event of Default under the Lease.
1.05 If Tenant shall request any change, addition or alteration in any of the Plans after
approval by Landlord, Landlord shall have such revisions to the drawings
prepared, and Tenant shall reimburse Landlord for the cost thereof, plus any
applicable state sales tax thereon, upon demand. Promptly upon completion of
the revisions, Landlord shall notify Tenant in writing of the increased cost which
will be chargeable to Tenant by reason of such change, addition or deletion.
Tenant, within two Business Days, shall notify Landlord in writing whether it
desires to proceed with such change, addition or deletion. In the absence of
such written authorization, Landlord shall have the option to continue work on the
Premises disregarding the requested change, addition or alteration, or Landlord
may elect to discontinue work on the Premises until it receives notice of Tenant's
decision, in which event Tenant shall be responsible for any Tenant Delay in
completion of the Premises resulting therefrom. If such revisions result in a
higher estimate of the cost of construction and/or higher actual construction costs
which exceed the Allowance, such increased estimate or costs shall be deemed
Excess Costs pursuant to Section 1.04 hereof and Tenant shall pay such Excess
Costs, plus any applicable state sales or use tax thereon, upon demand.
1.06 Following approval of the Plans and the payment by Tenant of the required
portion of the Excess Costs, if any, Landlord shall cause the Landlord Work to be
constructed substantially in accordance with the approved Plans. Landlord shall
notify Tenant of substantial completion of the Landlord Work.
1.07 Allowance
a. Landlord, provided Tenant is not in Default under the Lease or this Work
Letter, agrees to provide Tenant with an allowance (the "Allowance") in
an amount not to exceed $1,131,900.00 (i.e., $55.00 per rentable square
foot of the Premises) to be applied toward the cost of the Landlord Work
in the Premises. Landlord shall be entitled to deduct from the Allowance
a construction management fee for Landlord's oversight of the Landlord
Work in an amount equal to 1% of the total hard costs of the Landlord
Work. If the Allowance shall not be sufficient to complete the Landlord
Work, Tenant shall pay the Excess Costs, plus any applicable state sales
Town of Westlake v5 — Execution Copy C-3
or use tax thereon, as prescribed in Section 1.04 above. Any portion of
the Allowance which exceeds the cost of the Landlord Work ("Unused
Allowance") or is otherwise remaining after November 30, 2017, shall
accrue to the sole benefit of Landlord, it being agreed that, subject to the
remaining terms in this Section 1.07, Tenant shall not be entitled to any
credit, offset, abatement or payment with respect thereto.
b. Upon completion of the Landlord Work and payment of all costs related
thereto, and provided Tenant is not in Default under the Lease, Tenant
may request that Landlord apply up to $205,800.00 (i.e., $10.00 per
rentable square foot of the Premises) of the Unused Allowance (the
"Credit Allowance") against:
(a) Tenant's Moving Costs (described below). Landlord shall
disburse such portion of the Credit Allowance requested by
Tenant for such purpose Within 30 days after Landlord's receipt of
paid invoices from Tenant with respect to Tenant's actual Moving
Costs; and/or
(b) Tenant's FF&E Costs (described below). Landlord shall disburse
such portion of the Credit Allowance requested by Tenant for such
purpose within 30 days after Landlord's receipt of invoices from
Tenant with respect to Tenant's actual FF&E Costs, provided,
however, Tenant agrees that any portion of the Credit Allowance
(or any other portion of the Allowance) disbursed to Tenant for
FF&E Costs shall be treated as income to Tenant and Tenant
further acknowledges that Landlord may issue a 1099-Misc in
connection with such matter; and/or
(c) Tenant's Cabling Costs (described below). Landlord shall
disburse such portion of the Credit Allowance requested by
Tenant for such purpose within 30 days after Landlord's. receipt of
paid invoices from Tenant with respect to Tenant's actual Cabling
Costs.
Tenant's "Moving Costs" shall mean the costs and expenses incurred by
Tenant for the cost of moving from its existing location into the Premises,
including move management, moving costs and the cost to move and
install Tenant's furniture and equipment, including telephone, data and
computer equipment and cabling, related to Tenant's occupancy of the
Premises.
Tenant's "FF&E Costs" shall mean the costs and expenses incurred by
Tenant in purchasing any furniture, equipment or other personalty for the
Premises and/or the cost to move and install same in the Premises.
Tenant's "Cabling Costs" shall mean the costs and expenses incurred by
Tenant for the cost of the purchase and installation of telephone,
computer and data cabling, racks and related infrastructure in the
Premises. Landlord shall have the right to require Tenant to remove all or
any portion of such cabling, at Tenant's cost, upon expiration or earlier
Town of Westlake v5 — Execution Copy C-4
termination of the Lease, and the terms and provisions of Section 8 of the
Lease shall be applicable with respect to such cabling.
In no event shall Landlord have any obligation to apply any portion of the
Allowance against Tenant's Moving Costs, FF&E Costs, Cabling Costs or
the Design, Engineering and Project Management Costs, after November
30, 2017, it being agreed that Tenant shall not be entitled to any credit,
offset, abatement or payment with respect thereto after November 30,
2017.
C. Landlord will provide access to necessary utilities, toilets, contractor
parking and elevator service to the Premises during construction at no
cost to the Allowance.
2. Space Planning Allowance. In addition to the above described Allowance, Landlord,
provided Tenant is not in Default, agrees to provide Tenant with a space planning
allowance (the "Space Planning Allowance") in an amount not to exceed twelve cents
($0.27) per rentable square foot of the Premises to be applied toward the costs of the
preparation of a preliminary space plan for the Premises to be prepared by Tenant's
architect, plus four (4) revisions to the preliminary space plan for the Premises to be
prepared by Tenant's architect. If the Space Planning Allowance exceeds the cost of the
preparation of the preliminary plan by Tenant's architect and four (4) revisions thereto,
any remaining Space Planning Allowance shall accrue to the sole benefit of Landlord, it
being agreed that Tenant shall not be entitled to any credit, offset, abatement or
payment with respect thereto. The Space Planning Allowance shall be paid to Tenant
on or before the later of the date which is (1) thirty (30) days after the date Landlord
approves the final Plans for the Landlord Work and (ii) thirty (30) days after Landlord's
receipt of invoices from Tenant with respect to Tenant's actual space planning costs for
the preparation of the preliminary plans by Tenant's architect and four revisions thereto.
3. This Exhibit shall not be deemed applicable to any additional space added to the
Premises at any time or from time to time, whether by any options under the Lease or
otherwise, or to any portion of the original Premises or any additions to the Premises in
the event of a renewal or extension of the original Term of the Lease, whether by any
options under the Lease or otherwise, unless expressly so provided in the Lease or any
amendment or supplement to the Lease.
Town of Westlake v5 — Execution Copy C-5
EXHIBIT D
COMMENCEMENT LETTER
(EXAMPLE)
Date
Tenant
Address
Re: Commencement Letter with respect to that certain Lease dated as of
, 2017, by and between BRE SOLANA, LLC, a Delaware limited
liability company, as Landlord, and TOWN OF WESTLAKE, TEXAS, a municipal
corporation of the State of Texas located in Denton and Tarrant Counties, as
Tenant, for 20,580 rentable square feet on the 1 sc and 2nd floors of the Building located at
1500 Solana Boulevard, Building 7, Westlake, Texas 76262.
Lease Id:
Business Unit Number:
Dear
In accordance with the terms and conditions of the above referenced Lease, Tenant
accepts possession of the Premises and acknowledges:
The Commencement Date of the Lease is
2. The Termination Date of the Lease is
Please acknowledge the foregoing and your acceptance of possession by signing all 3
counterparts of this Commencement Letter in the space provided and returning 2 fully executed
counterparts to my attention. Tenant's failure to execute and return this letter, or to provide
written objection to the statements contained in this letter, within 30 days after the date of this
letter shall be deemed an approval by Tenant of the statements contained herein.
Sincerely,
Authorized Signatory
Acknowledged and Accepted:
Tenant:
By:
Name:
Title:
Date:
Town of Westlake v5 — Execution Copy D-1
EXHIBIT E
BUILDING RULES AND REGULATIONS
This Exhibit is attached to and made a part of the Office Lease Agreement (the "Lease")
by and between BRE SOLANA, LLC, a Delaware limited liability company ("Landlord"), and
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties ("Tenant"), for space in the Building located at 1500 Solana
Boulevard, Building 7, Westlake, Texas 76262. Capitalized terms used but not defined herein
shall have the meanings given in the Lease.
The following rules and regulations shall apply, where applicable, to the Premises, the
Building, the parking facilities (if any), the Property and the appurtenances. In the event of a
conflict between the following rules and regulations and the remainder of the terms of the
Lease, the remainder of the terms of the Lease shall control.
1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall
not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress
to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or
thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter in Common
Areas or elsewhere about the Building or Property.
2. Plumbing fixtures and appliances shall be used only for the purposes for which
designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed
in the fixtures or appliances.
3. No signs, advertisements or notices shall be painted or affixed to windows, doors
or other parts of the Building, except those of such color, size, style and in such places as are
first approved in writing by Landlord. All tenant identification and suite numbers at the entrance
to the Premises shall be installed by Landlord, at Tenant's cost and expense, using the standard
graphics for the Building. Except in connection with the hanging of lightweight pictures and wall
decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building
except by the Building maintenance personnel without Landlord's prior approval, which approval
shall not be unreasonably withheld.
4. Landlord may provide and maintain in the first floor (main lobby) of the Building
an alphabetical directory board or other directory device listing tenants and no other directory
shall be permitted unless previously consented to by Landlord in writing.
5. Tenant shall not place any lock(s) on any door in the Premises or Building
without Landlord's prior written consent, which consent shall not be unreasonably withheld, and
Landlord shall have the right at all times to retain and use keys or other access codes or
devices to all locks within and into the Premises. A reasonable number of keys to the locks on
the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant's cost and
Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the
expiration or early termination of the Lease.
6. All contractors, contractor's representatives and installation technicians
performing work in the Building shall be subject to Landlord's prior approval, which approval
shall not be unreasonably withheld, and shall be required to comply with Landlord's standard
rules, regulations, policies and procedures, which may be revised from time to time. Landlord
Town of Westlake v5 — Execution Copy E-1
has no obligation to allow any particular telecommunication service provider to have access to
the Building or to the Premises. If Landlord permits access, Landlord may condition the access
upon the payment to Landlord by the service provider of fees assessed by Landlord in
Landlord's sole discretion.
7. Movement in or out of the Building of furniture or office equipment, or dispatch or
receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby
areas or loading dock areas, shall be performed in a manner and restricted to hours reasonably
designated by Landlord. Tenant shall obtain Landlord's prior approval by providing a detailed
listing of the activity, including the names of any contractors, vendors or delivery companies,
which approval shall not be unreasonably withheld. Tenant shall assume all risk for damage,
injury or loss in connection with the activity.
8. Landlord shall have the right to approve the weight, size, or location of heavy
equipment or articles in and about the Premises, which approval shall not be unreasonably
withheld; provided that approval by Landlord shall not relieve Tenant from liability for any
damage in connection with such heavy equipment or articles.
9. Corridor doors, when not in use, shall be kept closed.
10. Tenant shall not: (a) make or permit any improper, objectionable or unpleasant
noises or odors in the Building, or otherwise interfere in any way with other tenants or persons
having business with them; (b) solicit business or distribute or cause to be distributed, in any
portion of the Building, handbills, promotional materials or other advertising; or (c) conduct or
permit other activities in the Building that might, in Landlord's sole opinion, constitute a
nuisance.
11. No animals, except those assisting handicapped persons, shall be brought into
the Building or kept in or about the Premises.
12. No inflammable, explosive or dangerous fluids or substances shall be used or
kept by Tenant in the Premises, Building or about the Property, except for those substances as
are typically found in similar premises used for general office purposes and are being used by
Tenant in a safe manner and in accordance with all applicable Laws. Tenant shall not, without
Landlord's prior written consent, use, store, install, spill, remove; release or dispose of, within or
about the Premises or any other portion of the Property, any asbestos -containing materials or
any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under
the provisions of 42 U.S.C. Section 9601 et seq., or any other applicable environmental Law
which may now or later be in effect. Tenant shall comply with all Laws pertaining to and
governing the use of these materials by Tenant and shall remain solely liable for the costs of
abatement and removal.
13. Tenant shall not use or occupy the Premises in any manner or for any purpose
which might injure the reputation or impair the present or future value of the Premises or the
Building. Tenant shall not use, or permit any part of the Premises to be used for lodging,
sleeping or for any illegal purpose.
14. Tenant shall not take any action which would violate Landlord's labor contracts or
which would cause a work stoppage, picketing, labor disruption or dispute or interfere with
Landlord's or any other tenant's or occupant's business or with the rights and privileges of any
person lawfully in the Building ("Labor Disruption'). Tenant shall take the actions necessary to
Town of Westlake v5 — Execution Copy E-2
resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord,
immediately terminate any work in the Premises that gave rise to the Labor Disruption, until
Landlord gives its written consent for the work to resume. Tenant shall have no claim for
damages against Landlord or any of the Landlord Related Parties nor shall the Commencement
Date of the Term be extended as a result of the above actions.
15. Tenant shall not install, operate or maintain in the Premises or in any other area
of the Building, electrical equipment that would overload the electrical system beyond its
capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall
not furnish cooling or heating to the Premises, including, without limitation, the use of electric or
gas heating devices, without Landlord's prior written consent. Tenant shall not use more than
its proportionate share of telephone lines and other telecommunication facilities available to
service the Building.
16. Tenant shall not operate or permit to be operated a coin or token operated
vending machine or similar device (including, without limitation, telephones, lockers, toilets,
scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and
other goods), except for machines for the exclusive use of Tenant's employees and invitees.
17. Bicycles and other vehicles are not permitted inside the Building or on the
walkways outside the Building, except in areas designated by Landlord.
18. Landlord may from time to time adopt systems and procedures for the security
and safety of the Building and Property, their occupants, entry, use and contents. Tenant, its
agents, employees, contractors, guests and invitees shall comply with Landlord's systems and
procedures.
19. Landlord shall have the right to prohibit the use of the name of the Building or
any other publicity by Tenant that in Landlord's sole opinion may impair the reputation of the
Building or its desirability. Upon written notice from Landlord, Tenant shall refrain from and
discontinue such publicity immediately.
20. Neither Tenant nor its agents, employees, contractors, guests or invitees shall
smoke or permit smoking in the Common Areas, unless a portion of the Common Areas have
been declared a designated smoking area by Landlord, nor shall the above parties allow smoke
from the Premises to emanate into the Common Areas or any other part of the Building.
Landlord shall have the right to designate the Building (including the Premises) as a non-
smoking building.
21. Landlord shall have the right to designate and approve standard window
coverings for the Premises and to establish rules to assure that the Building presents a uniform
exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window
coverings are closed on windows in the Premises while they are exposed to the direct rays of
the sun.
22. Deliveries to and from the Premises shall be made only at the times in the areas
and through the entrances and exits reasonably designated by Landlord. Tenant shall not make
deliveries to or from the Premises in a manner that might interfere with the use by any other
tenant of its premises or of the Common Areas, any pedestrian use, or any use which is
inconsistent with good business practice.
Town of Westlake v5 — Execution Copy E-3
23. Except as a result of elections, or Council, Commission or committee meetings,
the work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning
work may be done at any time when the offices are vacant. Windows, doors and fixtures may be
cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent
unreasonable hardship to the cleaning service.
Town of Westlake v5 — Execution Copy E-4
EXHIBIT F
ADDITIONAL PROVISIONS
This Exhibit is attached to and made a part of the Office Lease Agreement (the "Lease")
by and between BRE SOLANA, LLC, a Delaware limited liability company ("Landlord"), and
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties ("Tenant'), for space in the Building located at 1500 Solana
Boulevard, Building 7, Westlake, Texas 76262. Capitalized terms used but not defined herein
shall have the meanings given in the Lease.
Parking.
1.01. During the Term, Landlord agrees to make available 4 unreserved parking
spaces for each 1,000 rentable square feet contained in the Premises
(collectively, the "Spaces") on a non-exclusive first come, first served basis, for
the use of Tenant and its employees, in the parking facility owned by Landlord
that serves the Building (the "Parking Facility"). The Parking Facility shall
consist of both surface parking serving the Building and garage parking serving
the Building. The Spaces available to Tenant shall be equitably allocated
between the surface parking and the garage parking based on the ratio of the
total number of spaces in the surface parking area compared to the total number
of spaces in the garage. Tenant acknowledges that any Spaces available in the
garage may be in, or on the roof of, such garage. However, notwithstanding the
foregoing, Landlord and Tenant agree that (i) 15 of the Spaces shall be reserved
spaces for Tenant's use located on the surface parking portion of the Parking
Facility, (ii) 5 of the Spaces shall be reserved for visitors of Tenant and shall be
located on the surface parking portion of the Parking Facility, and (iii) 5 of the
Spaces shall be available overnight for Tenant's vehicles from 5:00 P.M. to 7:00
A.M. (collectively, the "Reserved Spaces'). The location of the Reserved
Spaces are set forth on the attached Exhibit A-2. No deductions or allowances
shall be made for days when Tenant or any of its employees does not utilize the
Parking Facility or for Tenant utilizing less than all of the Spaces. Except as set
forth below, Tenant shall not have the right to lease or otherwise use more than
the number of reserved and unreserved Spaces set forth above.
Notwithstanding the foregoing, Tenant shall have the right to use up to 15
additional reserved parking spaces for the use of Tenant and its employees (the
"Additional Reserved Spaces") by providing Landlord with a notice (the
"Additional Parking Notice Request"). The Additional Parking Notice Request
shall indicate the number of Additional Reserved Spaces desired by Tenant
(provided that Tenant shall not be entitled to lease an aggregate total of more
than 15 Additional Reserved Spaces) and the date (as of the first day of a month)
Tenant would like such Additional Reserved Spaces to be available for Tenant's
use, provided that in no event shall such desired date be less than 30 days after
the date of the Additional Parking Notice Request. Landlord shall lease to
Tenant, or cause the Parking Facility Operator to lease to Tenant, such
Additional Reserved Spaces for the sum of $100.00 per month, plus applicable
tax thereon, if any, for each Additional Reserved Space leased by Tenant
hereunder (the "Additional Reserved Spaces Rent"). Notwithstanding the
foregoing, in the event during the Term of this Lease, 90% or more of the
Town of Westlake v5 — Execution Copy F-1
leaseable square footage of the Project is leased by Landlord to tenants or other
occupants, then Tenant may provide Landlord with written notice requesting that
the Additional Reserved Spaces Rent be abated for the remainder of the portion
of the Term of this Lease during which at least 90% of the leaseable square
footage of the Project is leased by Landlord to tenant or other occupants. In
such event, the Additional Reserved Space Rent shall be abated as of the first
day of the next succeeding calendar month after such notice from Tenant to
Landlord until such time (if any) as less than 90% of the leaseable square
footage of the Project is leased by Landlord to tenants or other occupants. The
use of such Additional Reserved Spaces shall be subject to the terms of this
Section 1. If Tenant desires to return any Additional Reserved Spaces which
Tenant previously elected to lease hereunder, then Tenant shall provide at least
30 days' prior written notice (the "Additional Parking Termination Notice") to
Landlord, and the Additional Parking Termination Notice shall indicate the
number of Additional Reserved Spaces then currently leased by Tenant which
Tenant no longer desires to lease and the date (as of the last day of a month) on
which Tenant would like to cease leasing such Additional Reserved Spaces. Any
Additional Reserved Spaces which Tenant elects to return to Landlord as
described herein shall again be available for lease by Tenant with the delivery of
an Additional Parking Notice Request. The Additional Parking Spaces shall be
deemed to be "Spaces" for purposes of this Section 1.
1.02. During the Term, except as expressly provided herein to the contrary, the Spaces
shall be free of charge.
1.03. Except for particular spaces and areas designated by Landlord for reserved
parking, all parking in or on top of the Parking Facility shall be on an unreserved,
first -come, first -served basis; provided, however, 5 parking spaces in the surface
parking area located outside the Building entrance at a location to be mutually
determined by Landlord and Tenant from time to time shall be designated, with
appropriate signage, as "One Hour Visitor" parking spaces for use by visitors to
the Building.
1.04. Landlord shall not be responsible for money, jewelry, automobiles or other
personal property lost in or stolen from the Parking Facility regardless of whether
such loss or theft occurs when the Parking Facility is locked or otherwise
secured. Except as caused by the negligence or willful misconduct of Landlord
and without limiting the terms of the preceding sentence, Landlord shall not be
liable for any loss, injury or damage to persons using the Parking Facility or
automobiles or other property therein, it being agreed that, to the fullest extent
permitted by law, the use of the Spaces shall be at the sole risk of Tenant and its
employees.
1.05. Landlord shall have the right from time to time to designate the location of the
Spaces and to promulgate reasonable rules and regulations regarding the
Parking Facility, the Spaces and the use thereof, including, but not limited to,
rules and regulations controlling the flow of traffic to and from various parking
areas, the angle and direction of parking and the like. Tenant shall comply with
and cause its employees to comply with all such rules and regulations as well as
all reasonable additions and amendments thereto.
Town of Westlake v5 — Execution Copy F-2
1.06. Tenant shall not store or permit its employees to store any automobiles in the
Parking Facility without the prior written consent of Landlord. Except for
emergency repairs, Tenant and its employees shall not perform any work on any
automobiles while located in the Parking Facility or on the Property. If it is
necessary for Tenant or its employees to leave an automobile in the Parking
Facility overnight, Tenant shall provide Landlord with prior notice thereof
designating the license plate number and model of such automobile.
1.07. Upon reasonable notice to Tenant, Landlord shall have the right to temporarily
close the Parking Facility or certain areas therein in order to perform necessary
repairs, maintenance and improvements to the Parking Facility. Landlord will use
commercially reasonable efforts not to close the Parking Facility during periods
where Tenant has published meetings scheduled.
1.08. Tenant shall not assign or sublease any of the Spaces without the consent of
Landlord. Landlord shall have the right to terminate this Parking Agreement with
respect to any Spaces that Tenant desires to sublet or assign.
1.09. Landlord may elect to provide parking cards or keys to control access to the
Parking Facility. In such event, Landlord shall provide Tenant with one card or
key for each Space that Tenant is leasing hereunder, provided that Landlord
shall have the right to require Tenant or its employees to pay a fee for any lost or
damaged cards or keys.
1.10. Landlord hereby reserves the right to enter into a management agreement or
lease with an entity for the Parking Facility ("Parking Facility Operator"). In
such event, Tenant, upon request of Landlord, shall enter into a parking
agreement with the Parking Facility Operator and pay the Parking Facility
Operator the monthly charge established hereunder, and Landlord shall have no
liability for claims arising through acts or omissions of the Parking Facility
Operator unless caused by Landlord's negligence or willful misconduct. It is
understood and agreed that the identity of the Parking Facility Operator may
change from time to time during the Term. In connection therewith, any parking
lease or agreement entered into between Tenant and a Parking Facility Operator
shall be freely assignable by such Parking Facility Operator or any successors
thereto.
2. Extension Options.
2.01. Grant of Option; Conditions. Subject to the terms herein, Tenant shall have the
right to extend the Term (the "First Extension Option") for one additional period
of 5 years commencing on the day following the Termination Date of the initial
Term and ending on the 51' anniversary of the Termination Date (the "First
Extension Term"), and, if Tenant properly exercised the First Extension Option
and the Term was extended as a result thereof, Tenant shall also have the right
to extend the Term (the "Second Extension Option") for one additional period of
5 years commencing on the date following the last day of the First Extension
Term and ending on the 5ch anniversary of the last day of the First Extension
Term (the "Second Extension Term"). Throughout the remainder of this
Extension Option provision, unless specifically provided otherwise, the First
Extension Option and Second Extension Option are each referred to as an
Town of Westlake v5 — Execution Copy F-3
"Extension Option", and the First Extension Term and the Second Extension
Term are each referred to as an "Extension Term".
It is agreed that Tenant may exercise an Extension Option only if
a. Landlord receives irrevocable and unconditional written notice of exercise
("Extension Notice") (i) with respect to an exercise of the First Extension
Option, not less than 9 full calendar months prior to the expiration of the
initial Term and not more than 12 full calendar months prior to the
expiration of the initial Term, or (ii) with respect to an exercise of the
Second Extension Option, not less than 9 full calendar months prior to
the expiration of the First Extension Term and not more than 12 full
calendar months prior to the expiration of the First Extension Term; and
b. Tenant is not in Monetary Default or material non -Monetary Default
under the Lease beyond any applicable cure periods at the time that
Tenant delivers its Extension Notice; and
C. No more than 25% of the Premises (in the aggregate) is sublet (other
than pursuant to a Business Transfer, as defined in Section 11.04 of the
Lease) at the time that Tenant delivers its Extension Notice; and
d. The Lease has not been assigned (other than pursuant to a Business
Transfer, as defined in Section 11.04 of the Lease) prior to the date that
Tenant delivers its Extension Notice; and
e. With respect to the Second Extension Option, Tenant previously properly
exercised the First Extension Option and the Term was extended as a
result thereof.
2.02. Terms Applicable to Premises During Extension Term
a. The initial Base Rent rate per rentable square foot for the Premises
during the Extension Term shall equal the Prevailing Market (hereinafter
defined) rate per rentable square foot for the Premises. Base Rent
during the Extension Term shall increase or decrease, if at all, in
accordance with the increases assumed in the determination of the
Prevailing Market rate. Base Rent attributable to the Premises shall be
payable in monthly installments in accordance with the terms and
conditions of the Lease.
b. Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the
Premises during the Extension Term in accordance with the Lease, and
the manner and method in which Tenant reimburses Landlord for
Tenant's share of Taxes and Expenses and the base year (if any)
applicable to such matter, shall be some of the factors considered in
determining the Prevailing Market rate for the Extension Term.
2.03. Definition of Prevailinq Market. For purposes hereof, "Prevailing Market" shall
mean the arms length fair market annual rental rate per rentable square foot
under renewal leases and amendments entered into on or about the date on
Town of Westlake v5 — Execution Copy F-4
which the Prevailing Market is being determined hereunder for space comparable
to the Premises in the Building and office buildings comparable to the Building in
the Westlake and Southlake, Texas submarkets. The determination of Prevailing
Market for the applicable Extension Term shall take into account any material
economic differences between the terms of this Lease and any comparison
lease, such as rent abatements, construction costs and other concessions, and
the manner, if any, in which the landlord under any such lease is reimbursed for
operating expenses and taxes. Notwithstanding the foregoing, space leased
under any of the following circumstances shall not be considered to be
comparable for purposes hereof: (i) the lease term is for less than 5 years or
more than 7 years, (ii) the space is encumbered by the option rights of another
tenant or (iii) the space has a lack of windows and/or an awkward or unusual
shape or configuration. The foregoing is not intended to be an exclusive list of
space that will not be considered to be comparable.
2.04. Arbitration Procedure Tenant shall exercise the Extension Option by giving the
Landlord the Extension Notice. If Tenant fails to give the Extension Notice to
Landlord within the time period described above, then the Extension Option shall
be null and void and of no further force or effect. Within 30 days of receiving
Tenant's Extension Notice, Landlord shall give Tenant notice of Landlord's
determination of the Prevailing Market rate for the applicable Extension Term
("Landlord's Determination Notice"). If Tenant disagrees with Landlord's
determination of the Prevailing Market rate during the applicable Extension Term,
Landlord and Tenant shall attempt to agree on the Prevailing Market rate for the
applicable Extension Term. If the parties do not so agree on the Prevailing
Market rate within 30 days of the date of Landlord's Determination Notice,
Landlord and Tenant shall submit the determination of Prevailing Market rate for
the applicable Extension Term to binding arbitration unless the parties otherwise
mutually agree in their respective sole discretion. In such event, Landlord and
Tenant shall attempt to agree on an arbitrator within 10 days after the expiration
of such 30 day period. If they fail, after good faith efforts, to agree on an
arbitrator within such 10 day period, Landlord and Tenant shall each appoint a
reputable commercial leasing broker as arbitrator, each of whom shall have at
least 10 years' active and current experience in the commercial real estate
industry and the Westlake and Southlake, Texas submarkets with working
knowledge of current rental rates and leasing practices related to buildings
similar to the Building. Such an appointment shall be signified in writing by each
party to the other. If either party shall fail to appoint an arbitrator within a period
of 10 days after written notice from the other party to make such appointment,
the sole arbitrator appointed shall make the determination of the Prevailing
Market rate for the applicable Extension Term in the same manner provided
below as though it were the third arbitrator. If both parties appoint an arbitrator,
the arbitrators so appointed shall appoint a third arbitrator, who is a reputable
commercial leasing broker and has at least 10 years' active and current
experience in the commercial real estate industry and in the Westlake and
Southlake, Texas submarkets with working knowledge of current rental rates and
leasing practices related to buildings similar to the Building, within 10 days after
the appointment of the second arbitrator. Each of Landlord and Tenant shall
furnish each of the three arbitrators with a copy of their respective final
determination of the Prevailing Market rate for the applicable Extension Term.
The third arbitrator shall proceed with all reasonable dispatch to determine
Town of Westlake v5 — Execution Copy F-5
whether Landlord's final determination of Prevailing Market rate for the applicable
Extension Term or Tenant's final determination of Prevailing Market rate for the
applicable Extension Term, most closely reflects the Prevailing Market rate for
the applicable Extension Term and in no event shall the arbitrator have the right
(i) to average the final determination of Prevailing Market rate for the applicable
Extension Term of Landlord and Tenant or (ii) to choose another rate. The
decision of such third arbitrator shall in any event be rendered within 30 days
after his/her appointment, or within such other period as the parties shall agree,
and such decision shall be in writing and in duplicate, one counterpart thereof to
be delivered to each of the parties. The arbitration shall be conducted in
accordance with the rules of the American Arbitration Association (or its
successor) and applicable Law and this Section, which shall govern to the extent
of any conflict between this Section and the rules of the American Arbitration
Association, and the decision of the third arbitrator shall be reviewable only to the
extent provided by the ruies of the American Arbitration Association and shall
otherwise be binding, final and conclusive on the parties. Each party shall pay
the fees of the arbitrator it chose and the fees of its counsel and the losing party
shall pay for the fees of the third arbitrator and the reasonable and necessary
expenses incident to the proceedings; provided however, if a party fails to
appoint an arbitrator, the fees of the sole arbitrator shall be split between the two
parties equally.
2.05. Extension Amendment. If Tenant is entitled to and validly exercises an
Extension Option, Landlord shall prepare an amendment (the "Extension
Amendment") to reflect changes in the Base Rent, Term, Termination Date and
other appropriate terms. The Extension Amendment shall be (i) sent to Tenant
within a reasonable time after determination of the Prevailing Market rate; and
(ii) executed by Tenant and returned to Landlord within 30 days after the
Extension Amendment is delivered to Tenant by Landlord. Notwithstanding the
foregoing, an otherwise valid exercise of an Extension Option shall be fully
effective whether or not the Extension Amendment is executed.
2.06. Subordination. Notwithstanding anything herein to the contrary, Tenant's
Extension Options are subject and subordinate to the expansion rights (whether
such rights are designated as a right of first offer, right of first refusal, expansion
option, or otherwise) of any tenant of the Building existing on the date hereof.
2.07. Time of the Essence. Time is of the essence with respect to all of the time
periods set forth in this Section 2.
2.08. Personal to Tenant. Notwithstanding anything herein to the contrary, Tenant's
Extension Options are personal to Tenant and in no event shall such Extension
Options be assignable (other than pursuant to a Business Transfer, as defined in
Section 11.04 of the Lease).
3. Security System. Tenant shall have the right, but not the obligation, to install a
separate security system for the Premises ("Security System"), provided however that
any such Security System shall be compatible with the Building's security system and
shall be subject to Landlord's prior review and approval, including review and approval of
the plans and specifications for such Security System. Tenant shall keep and maintain
the Security System in good working order, condition and repair throughout the Term of
Town of Westlake v5 — Execution Copy F-6
4.
this Lease. The installation, maintenance, use and operation of the Security System
shall comply with all applicable governmental laws, rules, regulations and ordinances
and the terms of the Lease. Tenant shall provide Landlord with key cards or access
codes, as applicable to permit Landlord access to the Premises at all times. Tenant
acknowledges and agrees that the Tenant's use of the Security System and the
installation, operation, maintenance and use thereof shall be at Tenant's sole risk and
Landlord shall have no liability whatsoever in connection therewith. Tenant hereby
waives any and all claims against Landlord for any damages arising from Tenant's
exercise of its rights under this Section. Furthermore, Tenant agrees to indemnify,
defend and hold Landlord harmless from and against any and all damages, losses,
claims, liabilities, costs and expenses (including, but not limited to, reasonable attorneys'
and other professional fees), actions or causes of action, or judgments arising in any
manner from Tenant's installation, operation, use and maintenance of the Security
System. At the expiration or earlier termination of the Lease, Tenant shall, at Landlord's
option, remove the Security System from the Premises and restore the Premises to the
condition which existed prior to the installation of the Security System.
Sianaae. Notwithstanding anything to the contrary contained in Section 3 and Section 4
of Exhibit E (Building Rules and Regulations) of the Lease, Landlord, at Landlord's cost
and expense, shall install, for the Tenant as initially named herein, using the standard
graphics for the Building, initial Building standard tenant identification and suite numbers
(i) at the entrance to the initial Premises, (ii) on the Building directory in the main
Building lobby, and (iii) on the floor directory on which the Tenant's Premises are
located. Thereafter, any additional tenant identification shall be (i) subject to Landlord's
prior review and approval thereof, and (ii) installed by Landlord, at Tenant's cost and
expense, using the standard graphics for the Building. In addition, during the initial Term
and any extension thereof, and provided that Tenant continuously leases and occupies
at least 15,000 rentable square feet in the Building and Tenant is not in Monetary Default
or material non -Monetary Default beyond the expiration of any applicable notice and
cure period, Landlord shall install wayfinding signage within the Project to direct Tenant's
clients and visitors to the Building.
5. Monument Sianaae.
5.01. During the initial Term and any extension thereof and provided that Tenant
continuously leases and occupies at least 15,000 rentable square feet in the
Building and Tenant is not in Monetary Default or material non -Monetary Default
beyond the expiration of any applicable notice and cure period, and further
provided that Tenant installs its name on the Monument Sign (defined below) on
or before 9 months after the date of this Lease, Tenant, at Tenant's sole cost, but
subject to governmental approval, shall have the right to place its name in one
slot on the monument sign located at the entrance to the Building (the
"Monument Sign"). The design, size and color of the signage with Tenant's
name to be included on the Monument Sign, and the manner in which it is
attached to the Monument Sign, shall be subject to the reasonable approval of
Landlord and all applicable governmental authorities, and Landlord shall have the
right to require that all names on the Monument Sign be of the same size and
style. Tenant, at its cost, shall be responsible for the maintenance, repair or
replacement of Tenant's signage on the Monument Sign, which shall be
maintained in a manner reasonably satisfactory to Landlord. Tenant's right to
Town of Westlake v5 — Execution Copy F-7
place its name on the Monument Sign, and the location of Tenant's name on the
Monument Sign, shall be subject to the existing rights of existing tenants in the
Building, and the location of Tenant's name on the Monument Sign shall be
further subject to Landlord's reasonable approval. Although the Monument Sign
will be maintained by Landlord, Tenant shall pay its proportionate share of the
cost of any maintenance and repair associated with the Monument Sign.
5.02. Upon a Monetary Default or material non -Monetary Default by Tenant beyond
any applicable notice and cure period, or expiration or earlier termination of the
Lease or Tenant's right to possession of the Premises, or if Tenant leases or
occupies less than 15,000 rentable square feet in the Building, then Tenant shall
have no further right to place its name on the Monument Sign, and Tenant, at its
cost within 30 days after request of Landlord, shall remove Tenant's signage
from the Monument Sign and restore the affected portion of the Monument Sign
to the condition it was in prior to installation of Tenant's signage thereon, ordinary
wear and tear excepted. If Tenant does not perform such work within such 30
day period, then Landlord may do so, at Tenant's cost, and Tenant shall
reimburse Landlord, as Additional Rent, for the cost of such work within 30 days
after request therefor.
5.03. Notwithstanding anything herein to the contrary, Tenant's rights with respect to
the Monument Sign are personal to Tenant and in no event shall the rights set
forth in this Section 5 be assignable.
Additional Monument Signage.
6.01. During the initial Term and any extension thereof and provided that Tenant is not
in Monetary Default or material non -Monetary Default under the Lease beyond
any applicable notice and cure period and further provided that Tenant
continuously leases and occupies at least 15,000 rentable square feet in the
Building, Tenant, at Tenant's sole cost, shall have the right to install an exterior
monument sign with Tenant's name on Solana Boulevard at the entrance to the
Project in a location mutually agreeable to Landlord and Tenant (the "Additional
Monument Sign") provided that Tenant receives the approval of any
governmental or quasi -governmental entity with jurisdiction over such Additional
Monument Sign. All aspects of the Additional Monument Sign, including the
design, size and color of the signage with Tenant's name, shall be subject to the
reasonable approval of Landlord and the approval of all applicable governmental
authorities. Any such signage shall be consistent with other monument signs of
other tenants in the Project. Tenant, at its cost, shall be responsible for the
maintenance, repair, replacement or removal of the Additional Monument Sign,
which shall be maintained in a manner reasonably satisfactory to Landlord.
6.02. Upon expiration or earlier termination of the Lease or Tenant's right to
possession of the Premises, or if Tenant is in Monetary Default or material non -
Monetary Default under the Lease beyond any applicable notice and cure period,
or Tenant leases and occupies less than 15,000 rentable square feet in the
Building, Tenant, at its cost within 30 days after request of Landlord, shall
remove the Additional Monument Sign and restore the affected portion of the
Building and the Project to the condition it was in prior to installation of the
Additional Monument Sign, ordinary wear and tear excepted. If Tenant does not
Town of Westlake v5 — Execution Copy F-8
perform the maintenance, repair, replacement, or removal work specified in this
Section 6 within 30 days after notice from Landlord, then Landlord may do so, at
Tenant's cost, and Tenant shall reimburse Landlord, as additional rent, for the
cost of such work within 30 days after request therefor.
6.03.. Notwithstanding anything herein to the contrary, Tenant's rights with respect to
the Additional Monument Sign are personal to Tenant and in no event shall the
rights set forth in this Section 6 be assignable.
7. Building Facade Signage.
7.01. During the initial Term and any extension thereof and provided that (i) Tenant is
not in Monetary Default or material non -Monetary Default under the Lease
beyond any applicable notice and cure period, (ii) no more than 25% of the
Premises (in the aggregate) has been subleased, (III) Tenant continuously leases
and occupies at least 15,000 rentable square feet of space in the Building, and
(iv) Tenant installs the Building Facade Sign (defined below) within 9 months
after the Commencement Date, Tenant, at Tenant's sole cost, but subject to
Tenant receiving all applicable governmental approvals, shall have the right to
install eyebrow signage with Tenant's name on the exterior Building facade of the
Building in a location mutually agreeable to Landlord and Tenant (the "Building
Facade Sign"). The design, size and color of the Building Fagade Sign and the
manner in which it is attached to the Building shall be subject to the reasonable
approval of Landlord and all applicable governmental authorities. Tenant shall
have the sole obligation, at Tenant's cost and expense, to obtain and maintain all
required permits, approvals, and consents from all applicable governmental
authorities with respect to the Building Fagade Sign. Tenant, at its cost, shall be
responsible for the maintenance, repair or replacement of the Building Facade
Sign, which shall be maintained in a manner reasonably satisfactory to Landlord.
Tenant shall be responsible for the cost of electricity, if any, used to operate the
Building Facade Sign.
7.02. Upon an uncured Monetary Default or material non -Monetary Default by Tenant
beyond any applicable notice and cure period, or expiration or earlier termination
of the Lease or Tenant's right to possession of the Premises, or if Tenant leases
or occupies less than 15,000 rentable square feet in the Building, or if Tenant
subleases more than 25% of the Premises (in the aggregate), or if Tenant does
not install the Building Facade Sign within 9 months after the Commencement
Date, Tenant, at its cost within 30 days after request of Landlord, shall remove
the Building Facade Sign and restore the affected portion of the Building to the
condition it was in prior to installation of the Building Fagade Sign, ordinary wear
and tear excepted. If Tenant does not perform the maintenance, repair,
replacement, or removal work specified in this Section within 30 days after notice
from Landlord, then Landlord may do so, at Tenant's cost, and Tenant shall
reimburse Landlord, as Additional Rent, for the cost of such work within 30 days
after request therefor.
7.03. Notwithstanding anything herein to the contrary, Tenant's rights with respect to
the Building Facade Sign are personal to Tenant and in no event shall the rights
set forth in this Section 7 be assignable.
Town of Westlake v5 — Execution Copy F-9
8. Right of First Refusal.
8.01. Grant of Option; Conditions. During the initial Term, Tenant shall have an
ongoing right of first refusal (the "Right of First Refusal") with respect to any
space in the Building (collectively, the "Refusal Space"). Tenant's Right of First
Refusal shall be exercised as follows: when Landlord has a prospective tenant,
other than the existing tenant in any portion of the Refusal Space, (the
"Prospect") interested in leasing any portion of the Refusal Space, Landlord
shall advise Tenant (the "Advice") of the financial terms and other material terms
under which Landlord is prepared to lease such portion of the Refusal Space to
such Prospect and Tenant may lease such portion of the Refusal Space, under
such terms, by providing Landlord with written notice of exercise (the "Notice of
Exercise") within 15 Business Days after the date of the Advice, which Notice of
Exercise shall include a representation and warranty from Tenant to Landlord
that such portion of the Refusal Space is intended for the exclusive use of Tenant
during the Term. Notwithstanding the foregoing, Tenant shall have no such Right
of First Refusal and Landlord need not provide Tenant with an Advice if:
a. Tenant is in Monetary Default or material non -Monetary Default under the
Lease beyond any applicable cure periods at the time that Landlord
would otherwise deliver the Advice; or
b. 25% or more of the Premises (in the aggregate) is sublet (other than
pursuant to a Business Transfer, as defined in Section 11.04 of the
Lease) at the time Landlord would otherwise deliver the Advice; or
C. the Lease has been assigned (other than pursuant to a Business
Transfer, as defined in Section 11.04 of the Lease) prior to the date
Landlord would otherwise deliver the Advice; or
d. Tenant is not occupying the Premises on the date Landlord would
otherwise deliver the Advice; or
e. the applicable portion of the Refusal Space is not intended for the
exclusive use of Tenant during the Term; or
f. the existing tenant or occupant in the applicable portion of the Refusal
Space is interested in extending or renewing its lease for the applicable
portion of the Refusal Space or entering into a new lease for such
applicable portion of the Refusal Space or any other person or entity
having any pre-existing rights in the applicable portion of the Refusal
Space is interested in entering into a new lease for the applicable portion
of the Refusal Space.
8.02. Terms for Refusal Space.
a. The term for the applicable portion of the Refusal Space shall commence
upon the commencement date stated in the Advice and thereupon such
portion of the Refusal Space shall be considered a part of the Premises,
provided that all of the terms stated in the Advice, including the
termination date set forth in the Advice, shall govern Tenant's leasing of
Town of Westlake v5 — Execution Copy F-10
the applicable portion of the Refusal Space and only to the extent that
they do not conflict with the Advice, the terms and conditions of the
Lease shall apply to such portion of the Refusal Space. Tenant shall pay
Base Rent and Additional Rent for the applicable portion of the Refusal
Space in accordance with the terms and conditions of the Advice.
b. The applicable portion of the Refusal Space (including improvements and
personalty, if any) shall be accepted by Tenant in its as is condition and
as -built configuration existing on the earlier of the date Tenant takes
possession of such portion of the Refusal Space or the date the term for
such portion of the Refusal Space commences, unless the Advice
specifies work to be performed by Landlord in such portion of the Refusal
Space, in which case Landlord shall perform such work. If Landlord is
delayed delivering possession of the applicable portion of the Refusal
Space due to the holdover or unlawful possession of such space by any
party, Landlord shall use reasonable efforts to obtain possession of the
space, and the commencement of the term for the applicable portion of
the Refusal Space shall be postponed until the date Landlord delivers
possession of the applicable portion of the Refusal Space to Tenant free
from occupancy by any party.
8.03. Termination of Right of First Refusal. The rights of Tenant hereunder with
respect to the applicable portion of the Refusal Space shall terminate on the
earlier to occur of (i) the last day of the 941' full calendar month of the Term;
(ii) Tenant's failure to exercise its Right of First Refusal within the 15 Business
Day period provided in Section 8.01 above with respect to the particular Refusal
Space which was the subject of the Advice; and (iii) the date Landlord would
have provided Tenant an Advice with respect to that particular Refusal Space if
Tenant had not been in violation of one or more of the conditions set forth in
Section 8.01 above. Notwithstanding anything to the contrary, if Landlord
provides Tenant with an Advice for any portion of the Refusal Space that
contains expansion rights (whether such rights are described as an expansion
option, right of first refusal, right of first offer or otherwise) with respect to any
other portion of the Refusal Space (such other portion of the Refusal Space
subject to such expansion rights is referred to herein as the "Encumbered
Refusal Space") and Tenant does not exercise its Right of First Refusal to lease
the portion of the Refusal Space described in the Advice, Tenant's Right of First
Refusal with respect to the Encumbered Refusal Space shall be subject and
subordinate to all such expansion rights contained in the Advice;
8.04. Refusal Space Amendment. If Tenant exercises its Right of First Refusal,
Landlord shall prepare an amendment (the "Refusal Space Amendment")
adding the applicable portion of the Refusal Space to the Premises on the terms
set forth in the Advice and reflecting the changes in the Base Rent, Rentable
Square Footage of the Premises, Tenant's Pro Rata Share and other appropriate
terms. A copy of the Refusal Space Amendment shall be sent to Tenant within a
reasonable time after Landlord's receipt of the Notice of Exercise executed by
Tenant, and Tenant shall execute and return the Refusal Space Amendment to
Landlord within 30 days thereafter, but an otherwise valid exercise of the Right of
First Refusal shall be fully effective whether or not the Refusal Space
Amendment is executed.
Town of Westlake v5 — Execution Copy F-11
8.05. Subordination. Notwithstanding anything herein to the contrary, Tenant's Right of
First Refusal is subject and subordinate to (i) the renewal or extension rights of
any tenant leasing all or any portion of the Refusal Space, (ii) the expansion
rights (whether such rights are designated as a right of first offer, right of first
refusal, expansion option or otherwise) of any tenant of the Building existing on
the date hereof, and (iii) the superior rights of any entity with respect to any
Encumbered Refusal Space.
8.06. Time of the Essence. Time is of the essence with respect to all time periods set
forth in this Section 8.
8.07. Personal to Tenant. Notwithstanding anything herein to the contrary, Tenant's
Right of First Refusal is personal to Tenant and in no event shall such Right of
First Refusal be assignable or exercisable by any party other than the original
named Tenant.
9. Early Termination Option.
9.01. Tenant shall have the one time right to accelerate the Termination Date ("Early
Termination Option") of the Lease, with respect to the entire Premises only,
from the last day of 130th full calendar month of the Term to the last day of 94'h
full calendar month of the Term (the "Early Termination Date"), provided that:
a. Tenant is not in Monetary Default or material non -Monetary Default under
the Lease at the date Tenant provides Landlord with a Termination Notice
(hereinafter defined);
b. no part of the Premises is sublet for a term extending past the Early
Termination Date;
G. the Lease has not been assigned; and
d. Landlord receives notice of acceleration ("Termination Notice") not less
than 12 full calendar months prior to the Early Termination Date.
9.02: If Tenant exercises its Early Termination Option, Tenant shall pay to Landlord, as
a fee in connection with the acceleration of the Termination Date and not as a
penalty (the "Termination Fee'), a sum equal to the following:
a. an amount equal to the Unamortized Portion (as hereinafter defined) of
the following amounts plus interest thereon at the rate of 8% per annum,
compounded monthly (collectively in the aggregate "Landlord
Concessions"): (1) the Abated Base Rent, (2) internal and external
commissions incurred by Landlord in connection with entering into the
Lease or any amendments to the Lease or in connection with any portion
of the Premises subject to acceleration hereunder, (3) tenant
improvement allowances or tenant improvement costs, moving
allowances, rent credit allowances and other allowances or concessions
incurred by Landlord or paid or credited to Tenant in connection with
entering into the Lease or any amendments to the Lease or in connection
with any portion of the Premises subject to acceleration hereunder and
Town of Westlake v5 — Execution Copy F-12
(4) all legal fees and expenses incurred by Landlord in connection with
entering into the Lease or any amendments to the Lease or in connection
with any portion of the Premises subject to acceleration hereunder; plus
b. an amount equal to the Base Rent applicable to the Premises subject to
acceleration hereunder that Tenant would have been required to pay
pursuant to the terms of the Lease for the 3 month period immediately
following the Early Termination Date; plus
The "Unamortized Portion" shall mean the portion of the Landlord Concessions
that will remain unamortized as of the Early Termination Date, using straight line
amortization over the Term, if the Term had expired on the originally scheduled
Termination Date as provided in Section 1.05 of this Lease.
One-half of the Termination Fee shall be delivered concurrent with Tenant's
delivery of the Termination Notice to Landlord. The remaining one-half of the
Termination Fee shall be due on or before the date which is 30 days prior to the
Early Termination Date.
9.03. Tenant shall remain liable for all Base Rent, Additional Rent and other sums due
under the Lease up to and including the Early Termination Date even though
billings for such may occur subsequent to the Early Termination Date.
9.04. If Tenant, subsequent to providing Landlord with a Termination Notice, defaults in
any of the provisions of this Lease (including, without limitation, a failure to pay
the Termination Fee when due hereunder), Landlord, at its option, may
(i) declare Tenant's exercise of the Early Termination Option to be null and void,
and any Termination Fee paid to Landlord shall be returned to Tenant, after first
applying such Termination Fee against any past due Rent under the Lease, or
(ii) continue to honor Tenant's exercise of its Early Termination Option in
accordance with the terms herein.
9.05. As of the date Tenant provides Landlord with a Termination Notice, any
unexercised rights or options of Tenant to renew the Term of the Lease or to
expand the Premises (whether expansion options, rights of first or second
refusal, rights of first or second offer, or other similar rights), and any outstanding
tenant improvement allowance or other allowance not claimed and properly
utilized by Tenant in accordance with the Lease as of such date, shall
immediately be deemed terminated and no longer available or of any further
force or effect.
9.06. Time is of the essence with respect to all time periods set forth in this Section 9
9.07. Notwithstanding anything herein to the contrary, Tenant's Early Termination
Option is personal to Tenant and in no event shall such Early Termination Option
be assignable or exercisable by any party other than the original named Tenant
(except in connection with a Business Transfer, as defined in Section 11.04 of
the Lease).
10. Supplemental HVAC Unit. Tenant shall be permitted to install a supplemental HVAC
unit ("Supplemental HVAC Unit") for use in the Premises, subject to the terms of this
Town of Westlake v5 — Execution Copy F-13
Section 10. If Tenant does install a Supplemental HVAC Unit, Tenant shall be required
to pay Landlord's actual cost of metering and btu consumption for the Supplemental
HVAC Unit. All such fees shall be payable by Tenant to Landlord as Additional Rent in
accordance with this Lease. The size and design of the Supplemental HVAC Unit and
the manner in which the Supplemental HVAC Unit will be vented and access outside air,
if applicable shall be subject to Landlord's prior reasonable written approval. Tenant
shall be responsible, at its cost, for maintaining and repairing the Supplemental HVAC
Unit to the reasonable satisfaction of Landlord and the cost of purchasing and installing
a submeter for the Supplemental HVAC Unit to measure electricity consumed in
connection with the Supplemental HVAC Unit, as well as the cost of all such electricity
that is consumed. Tenant, at its sole cost and expense, shall procure and maintain in
full force and effect, a contract (the "Service Contract') for the service, maintenance,
repair and replacement of the Supplemental HVAC Unit with a HVAC service and
maintenance contracting firm reasonably acceptable to Landlord. Tenant shall follow all
reasonable recommendations of said contractor for the maintenance, repair and
replacement of the Supplemental HVAC Unit. The Service Contract shall provide that
the contractor shall perform inspections of the Supplemental HVAC Unit at intervals of
not less than three (3) months and that having made such inspections, said contractor
shall furnish a complete report of any defective conditions found to be existing with
respect to the Supplemental HVAC Unit, together with any recommendations for
maintenance, repair and/or replacement thereof. Said report shall be furnished to
Tenant with a copy to Landlord. Upon expiration or earlier termination of this Lease,
Tenant shall be entitled to remove the Supplemental HVAC Unit (or, if requested by
Landlord, Tenant shall be required to remove the Supplemental HVAC Unit) and such
removal shall be subject to the provisions of Section 8 of this Lease. In the event
Landlord and Tenant agree that the Supplemental HVAC Unit will remain in the
Premises upon the expiration or earlier termination of this Lease, then upon expiration or
earlier termination of this Lease, title and ownership of the Supplemental HVAC Unit
shall pass to Landlord.
11. Building Stairwells. Landlord and Tenant hereby agree that for so long as Tenant
occupies space on the 1'' floor and the 2nd floor of the Building, Tenant shall have the
non-exclusive right to use the fire stairs of the Building for the purpose of internal access
between the 1s' floor and the 2nd floor of the Premises and to improve the finishes in the
Building stairwells in accordance with the terms of Section 9 of this Lease, subject to
Landlord's prior review and approval of such improvements. Notwithstanding the
foregoing, Tenant's right to use the fire stairs is conditioned upon (i) Tenant installing
access or other security devices in the fire stairwell between the 111 and 2nd floors which
are fully compatible with Landlord's access and security system so that at all times
Landlord and Landlord's personnel shall have access to the fire stairs and the
connecting floors and entrances thereto, (ii) Tenant complying with all security measures
and other rules and regulations reasonably imposed by Landlord in connection with
Tenant's use and access to the fire stairs, and (iii) Tenant obtaining all required
approvals and otherwise complying with all applicable laws, codes, rules and regulations
of any applicable governmental or quasi -governmental entity in connection with Tenant's
use and access to the fire stairs.
Town of Westlake v5 — Execution Copy F-14
EXHIBIT G
TEXAS STATE LAW RIDER
This Exhibit is attached to and made a part of the Office Lease Agreement (the "Lease')
by and between BRE SOLANA, LLC, a Delaware limited liability company ("Landlord"), and
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties ("Tenant"), for space in the Building located at 1500 Solana
Boulevard, Building 7, Westlake, Texas 76262. Capitalized terms used but not defined herein
shall have the meanings given in the Lease.
Waiver of Right to Protest. Tenant hereby waives any and all rights under
Section 41.413 and 42.016 of the Texas Tax Code granting to tenant the right to
contest appraised values, or to receive notice of reappraised values, on all or any
portion of the Building irrespective of whether Landlord has elected to contest
same. To the extent such waiver is prohibited by applicable law, Tenant hereby
appoints Landlord as Tenant's attorney in fact, coupled with an interest, to appear and
take all actions on behalf of Tenant which Tenant may have under said Section of the
Code with respect to the Building, but not with respect to Tenant's personal property
located within the Premises.
2. Waiver of Consumer Rights. Tenant hereby waives all its rights under the Texas
Deceptive Trade Practices - Consumer Protection Act, Section 17.41 et. seq. of the
Texas Business and Commerce Code, a law that gives consumers special rights
and protections. After consultation with an attorney of Tenant's own selection,
Tenant voluntarily consents to this waiver.
3. Determination of Charges. Landlord and Tenant are knowledgeable and experienced
in commercial transactions and agree that the provisions set forth in the Lease for
determining rent and other charges and amounts payable by Tenant are commercially
reasonable and valid even though such methods may not state a precise mathematical
formula for determining such charges. Accordingly, Tenant hereby voluntarily and
knowingly waives all rights and benefits of Tenant under Section 93.012 of the
Texas Property Code, as such section now exists or as may be hereafter amended
or succeeded.
4. Waiver of Lien. Tenant waives all lien rights under Section 91.004 of the Texas
Property Code, as well as any successor statute granting Tenant a lien in
Landlord's property.
5. Security Deposit. Notwithstanding anything in Section 6 (Security Deposit) of the
Lease to the contrary, Tenant hereby expressly waives the requirements and
applicability of Section 93.005 — 93.011 of the Texas Property Code, and Landlord
agrees that Landlord shall return to Tenant the balance of the Security Deposit not
applied to satisfy Tenant's obligations within a reasonable time after the Term ends and
Tenant's surrender of the Premises in compliance with the provisions of this Lease,
provided Tenant has performed all of its obligations hereunder. If such waiver is not
effective under applicable law, Landlord shall, within the time required by applicable law,
return to Tenant the portion of the Security Deposit remaining after deducting all
damages, charges and other amounts permitted by law. Landlord and Tenant agree that
such deductions shall include, without limitation, all damages and losses that Landlord
Town of Westlake v5 — Execution Copy G-1
has suffered or that Landlord reasonably estimates that it will suffer as a result of any
breach of this Lease by Tenant.
6. Margin Tax. Notwithstanding anything in the Lease to the contrary, the definition of
"Taxes" shall include all taxes attributable to taxable margin levied pursuant to
Chapter 171 of the Texas Tax Code or any amendment, adjustment or replacement
thereof.
r7
THE INDEMNIFICATION AND RELEASE
8. Waiver of Implied Warranty of Suitability. Except to the extent that Landlord is
obligated to construct improvements in the Premises prior to the Commencement Date
pursuant to a work letter agreement that is attached to this Lease as an Exhibit, by
taking possession of the Premises, Tenant acknowledges and agrees that: (a) it has had
an opportunity to inspect the Premises; (b) it accepts the premises "AS IS" and "WITH
ALL FAULTS'; and (c) Landlord does not make and Tenant does not rely upon any
representation or warranty of any kind, expressed or implied, with respect to the
condition of the Premises (including habitability or fitness for particular purpose of the
Premises). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
LANDLORD HEREBY DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY
AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
HABITABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE.
9. Landlord's Termination of Tenant's Right to Possession of Premises. In addition to
all other remedies provided to Landlord at law or in equity and under the terms of this
Lease, if Tenant defaults under this Lease, Landlord shall have the right to terminate
Tenant's right to possession of the Premises and take possession of the Premises
without terminating the Lease, in which event Tenant shall pay to Landlord (i) all Rent
and other amounts accrued hereunder to the date of termination of possession, (ii) all
amounts expressly required to by paid by Tenant under this Lease as a result of
Tenant's default, and (iii) all Rent and other net sums required hereunder to be paid by
Tenant during the remainder of the Term, diminished by any net sums thereafter
received by Landlord through reletting the Premises during such period, after deducting
all costs incurred by Landlord in reletting the Premises.
10. Reletting. Tenant acknowledges that Landlord has entered into this Lease in reliance
upon, among other matters, Tenant's agreement and continuing obligation to pay all
rental due throughout the Term. As a result, Tenant hereby knowingly and voluntarily
waives, after advice of competent counsel, any duty of Landlord (and any affirmative
defense based upon such duty) following any default to relet the Premises or otherwise
mitigate Landlord's damages arising from such default. If such waiver is not effective
under then applicable law or Landlord otherwise elects, at Landlord's sole option, to
attempt to relet all or any part of the Premises, Tenant agrees that Landlord has no
obligation to: (i) relet the Premises prior to leasing any other space within the Building;
or (ii) relet the Premises (A) at a rental rate or otherwise on terms below market, as then
determined by Landlord in its sole discretion; (B) to any entity not satisfying Landlord's
Town of Westlake v5 — Execution Copy G-2
then standard financial credit risk criteria; (C) for a use (1) not consistent with Tenant's
use prior to default; (2) which would violate then applicable law or any restrictive
covenant or other lease affecting the Building; (3) which would impose a greater burden
upon the Building's facilities; or (4) which would involve any use of hazardous materials;
or (iii) make any alterations to the Premises or the Building or otherwise incur any costs
in connection with any such reletting, unless Tenant unconditionally delivers to Landlord,
in good and sufficient funds, the full amount thereof in advance. Tenant 'further
acknowledges that if Tenant, notwithstanding Tenant's waiver above, raises Landlord's
mitigation as an affirmative defense to a claim made by Landlord prior to any actual
reentry of the Premises by Landlord then, in such event, Tenant will be deemed to have
automatically waived, and released and discharged Landlord from and against, any and
all other claims and defenses to the payment of rental.
11. Landlord's Lockout of Tenant. Tenant agrees that after and during a default under the
Lease, Landlord may enter the Premises under this provision by use of a master key, a
duplicate key or any other means to the extent permitted by law and without breaching
the peace and change, alter or modify the door locks, elevators or other security devices
on all entry doors of the Premises thereby permanently excluding Tenant and its agents,
employees, contractors, directors, invitees, licensees, and patrons from the Premises,
and Landlord shall not be (a) liable to Tenant for damages in connection therewith, or
(b) required to provide a new key or right of access to Tenant. Tenant agrees that this
provision of the Lease will override and control any conflicting provisions of
Sections 93.002 and 93.003 of the Texas Property Code, as well as any successor
statute governing the right of landlord to change the door locks of a commercial tenant.
12. Landlord's Consent and Approval. Except to the extent an administrative, consent or
approval fee is specifically identified and provided for elsewhere in this Lease, if Tenant
directly or indirectly requests Landlord's consent or approval to any matter relating to this
Lease (e.g., a request for Landlord to subordinate any of its liens), then upon Landlord's
request Tenant shall pay Landlord (the "Consent/Approval Fees") (a) an administrative
fee in the amount of $250.00, and (b) an amount sufficient to reimburse Landlord for all
attorneys' fees and expenses incurred and/or expected to be incurred in connection with
the consent or approval. Landlord shall have no obligation to consider any request for
consent or approval until the Consent/Approval Fees have been paid to Landlord.
Tenant's payment of the Consent/Approval Fees in no way entities Tenant to Landlord's
consent or approval but is merely reimbursement for Landlord's time and resources
expended in considering such request. Notwithstanding the foregoing, Landlord shall
have the right to (1) waive the provisions of this Section, and/or (ii) require Tenant to pay
Landlord different amounts as may be required by another provision of this Lease.
Landlord and Tenant agree that such Consent/Approval Fees shall only be chargeable in
connection with requests for Landlord's consent or approval to matters relating to this
Lease and shall not be charged in connection with Tenant requests to Landlord relating
to standard operational issues made in the normal course of business (e.g., repair
issues or requests for normal Building services).
13. Tenancy -at -Sufferance. Notwithstanding anything in this Lease to the contrary, if
Tenant holds over after the expiration of the Lease Term or earlier termination thereof,
the resulting tenancy shall be a tenancy -at -sufferance and not a month -to -month
tenancy.
Town of Westlake v5 — Execution Copy G-3
EXHIBIT H
HVAC SPECIFICATIONS
This Exhibit is attached to and made a part of the Office Lease Agreement (the "Lease")
by and between BRE SOLANA, LLC, a Delaware limited liability company ("Landlord"), and
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties ("Tenant"), for space in the Building located at 1500 Solana
Boulevard, Building 7, Westlake, Texas 76262. Capitalized terms used but not defined herein
shall have the meanings given in the Lease.
The building systems are designed to provide a high quality air-conditioning system on a
year-round basis throughout the useable office area of the Premises. Interior space shall be
provided with thermostatically controlled zones. The system is designed to maintain an
average inside temperature of 750 +/- 2 degrees during summer outdoor temperatures of 990
F.D.B. and 780 F.W.B. and 721 +21 F.D.B. at winter outside temperatures of 190 F.D.B. and in
accordance with an occupancy of one person per 200 square feet (average per floor) and an
electrical connected load of 6.5 watts per usable square foot of the Premises, for Tenant's
use. These temperatures are subject to the conditions and requirements of State and
Federal Energy Regulating Bodies for non-residential buildings.
All conditions are 1989 ASHRAE Standard for energy conservation and Building design. Subject
to loss of electrical power, casualty, condemnation, repair or maintenance of the fresh air
system for the Building (any or all of which may cause such system to be inoperative),
Landlord will provide fresh air to the Premises. Subject to loss of electric power, casualty,
condemnation, repair, maintenance or governmental order (any or all of which may cause
the Building system which provides heating and cooling to the perimeter glass wall to be
inoperative), Landlord will provide heating and cooling to the perimeter glass and wall loads of
the Premises.
Landlord shall not be liable for any failure to maintain the temperature ranges set forth in this
Exhibit to the extent that such failure arises out of either (i) an excess density or electrical load
within the Premises beyond the density or load limits that are standard for the Building, or (ii)
Tenant's use of heat generating machines, equipment of lighting in the Premises, or (iii)
modifications performed to the HVAC system by Tenant or any contractors retained by Tenant,
or (iv) Tenant's failure to keep the window coverings in the Premises closed during periods
when the Premises are exposed to direct sunlight or (v) any Alterations to the Premises made
by Tenant or at Tenant's request.
Town of Westlake v5 — Execution Copy H-1
EXHIBIT I
JANITORIAL CLEANING SPECIFICATIONS
This Exhibit is attached to and made a part of the Office Lease Agreement (the "Lease')
by and between BRE SOLANA, LLC, a Delaware limited liability company ("Landlord"), and
TOWN OF WESTLAKE, TEXAS, a municipal corporation of the State of Texas located in
Denton and Tarrant Counties ("Tenant"), for space in the Building located at 1500 Solana
Boulevard, Building 7, Westlake, Texas 76262. Capitalized terms used but not defined herein
shall have the meanings given in the Lease.
OFFICE AREAS (All Floors
Nightly:
Empty all waste receptacles.
Remove fingerprints from doors, wall and all glass sidelights.
Sweep and/or dust mop all hard surface floors.
Damp mop all tile floors
Vacuum all carpeted areas.
Spot clean minor stains on carpets as required.
Clean and polish all drinking fountains.
Close all blinds as directed.
Properly arrange chairs in offices and conference rooms.
Turn off all lights, leaving only designated lights on.
Secure all doors as directed.
Dust desks, chairs, tables, filing cabinets, counter tops, telephones, office equipment and other
services that are within reach.
Weekly:
Dust all picture frames and office furnishings.
Dust all baseboards.
Clean scuff marks from both sides of all doors.
Remove fingerprints from woodwork, walls and partitions
Sweep stairwells and dust all handrails.
Monthly:
Clean and polish kick plates and thresholds.
Dust all doorjambs.
Dust all high partitions, ledges and wall mounted objects.
Clean and polish all resilient floors with slip retardant floor finish.
Detail vacuum all carpeting and other hard -to -reach areas.
Vacuum or wash all return air vents.
Dust all light fixtures.
Town of Westlake v5 — Execution Copy I-1
COMMON AREA RESTROOMS
Clean and sanitize all mirrors, brightwork, countertops and enameled surfaces.
Wash and disinfect all basins, urinals, bowls (cleaning underside of rim) and fixtures using
scouring powder to remove stains.
Wash both sides of all toilet seats with soap and/or disinfectant.
Clean flushometers, piping, toilet seat hinges, and other metal.
Empty, clean, and damp wipe all waste receptacles.
Sweep, wet mop, and sanitize entire floor, including around toilet seats and under urinals.
Damp wipe all walls, partitions, doors, and outside surfaces of all dispensers, as needed.
Fill toilet paper, soap, towels, and sanitary napkin dispensers (if applicable).
Wash and disinfect all showers including shower walls, floors, brightwork and doors (if
applicable).
Replace trash liner.
Flush water through P-trap to ensure elimination of odor.
Machine scrub floors.
Sweep and spot mop all stone, vinyl or composition lobby floors.
Vacuum and spot clean all carpeted floor and mats.
Dust and polish all brightwork, including mirrors and elevator call buttons.
Dust and polish all metal surfaces in elevators, including tracks, and elevator doors.
Vacuum and spot clean all carpet in elevators.
Clean and polish all trash receptacles
Dust all fire extinguisher cabinets and/or units.
Spot clean all doors.
All furniture should be cleaned as necessary (including directories)
Wash, disinfect and dry polish water coolers (if applicable).
Clean glass entrance doors, adjacent glass panels and tracks (i.e. relites) (if applicable).
Spot sweep and/or spot vacuum all interior stairways (excluding emergency exit stairways) and
landings (if applicable).
Maintain lobby floor as recommended by manufacturer.
Wet mop all stone, vinyl or composition lobby floors
Sweep and/or vacuum all interior stairways (excluding emergency exit stairways) and landings
(if applicable).
JANITORIAL ITEMS/AREAS RELATING TO BUILDING GENERALLY
Keep janitorial rooms in a clean, neat and orderly condition.
Maintain all janitorial carts and equipment in safe and clean condition.
GENERAL BUILDING FITNESS CENTER (If applicable)
Vacuum all exposed carpeted floors.
Spot clean all mirrors and walls.
Spray and disinfect fitness center equipment nightly.
Edge vacuum all carpeted areas, as needed.
Dust all ledges, as needed
Clean mirrors completely.
Town of Westlake v5 — Execution Copy 1-2
Stock supplies and towels.
GENERAL BUILDING LOCKER ROOMS (If applicable)
Perform building restroom cleaning specifications to restroom and locker room areas.
Clean and disinfect showers completely, including walls, doors, floors, and floor drains.
LOADING DOCK, VAN PARKING AREAS, GENERAL BUILDING TRASH AREAS
Empty and reline all waste receptacles.
Sweep ramps, loading bays and parking areas for trash and cigarette butts.
GENERAL BUILDING COMMON AREA SERVICES
Spot Glean and restock, as needed, all janitorial service closets.
Vacuum all garage lobbies and elevator carpets
Town of Westlake v5 — Execution Copy 1-3