HomeMy WebLinkAboutContract 63780city secre�tary► / _ �'� .
Contract No �-Q
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H E R T Z
SNVESTMENT
G R O U P
OFFICE LEASE
HERTZ FORT WORTH ENERGY WAY, L P("Landlord")
ULLRICH BARN BUILDERS, LLC
("Tenant")
PIER 1 IMPORTS BUILDING
SUITE #1800-A
AF�ICI�,L RECORD
�liif S�e�ETARY
� F� �I�R�'H, TX
TABLE OF CONTENTS
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17.
BASICLEASE PROVISIONS ..................................................................................................................... I
PROJECT...................................................................................................................................................... 3
TERM............................................................................................................................................................. 4
RENT.............................................................................................................................................................. 7
USE& OCCUPANCY ................................................................................................................................ l3
SERVICES & UTILITIES ......................................................................................................................... 14
REPAIRS..................................................................................................................................................... 15
ALTERATIONS.......................................................................................................................................... 16
INSURANCE............................................................................................................................................... 18
DAMAGE OR DESTRUCTION ................................................................................................................ 19
INDGMNITY............................................................................................................................................... 20
CONDEMNATION..................................................................................................................................... 21
TENANTTRANSFERS ..............................................................................................................................22
LANDLORDTRANSFERS ....................................................................................................................... 23
DEFAULT AND REMEDIES .................................................................................................................... 2f1
SECURITY DEPOSIT ................................................................................................................................ 29
MISCELLANEOUS.................................................................................................................................... 29
EXHIBIT A- FLOOR PLAN DELINEATING THE PREMISES ....................................................................A-1
EXHIBITB- WORIC LETTER ............................................................................................................................ B-1
EXHIBIT C-NOTICE OF LEASE TERNI ..........................................................................................................C-1
EXHIBITD- RULES & REGULATIONS ........................................................................................................... D-1
EXHIBITE-PARKING ........................................................................................................................................ �1
i
PIER I IMPORTS BLIII,DING OPP[CE LEASE
ULLRICH/DWD EXECU"CION DRAP"I' 7-6-20 SUITE 1800A
INDEX OF DEFIN�D TERMS
Additionaf Insured
Additional Rent
AfFiliates
Alterations
Alterations Fee
Amortization Rate
Base Building
Base Rent
Base Yeac
Billing Address
Brolcei•s
Building
Building Standard
Building Stmcture
Business Hours
Claims
Comniencement Date
Co�nmon Areas
Comparison Year
Constmction Allowance
contcol
Cost-Saving E�penses
Default
Default Rate
Design Problem
Encumbrance
Enfoccement Costs
Estimated Additional Rent
Excess Eapenses
Excess TaYes
Execution Date
Expenses
Expiration Date
Fair I��tarlcet Rent
Force A�tajeiu�e
Guaranteed Obligations
Guarantor
Guaranty
Hazardous Materials
Holdovee
Holidays
HVAC
Interru�tion Estimate
Land
Landlord
Landlord Costs
Landlord's Damages
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16
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13
7
3
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2
1
4
3
3
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3
6
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24
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6
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6
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24
FI
F-1
RI
9
5
3
9
15
3
1
23
23
Late Cl�arge
Laws
Lease
Leasehold Improvements
Liability Limit
Mandated Expenses
Nlaximum Connected Load
Mechanical Systems
NLT
Notice Addcesses
Parking Allotment
Parking Facilities
Parlcing Rules and Regulations
Pah•on
Permitted Transferee
Premises
Project
Quality Expenses
Reasonable attorneys' fees
Reletting E�penses
Remainder Rent
Rent
Repair Estimate
Replacement Premises
Repossession Expenses
Rec�uired Removable
RSF
Rules a�1d Regulations
Scl�eduled Comiiiencemeiit Date
Secmity Deposit
Standacd Services
Successor Landlord
Taking
Taxes
Telecomniunication Se�vices
Tenant
Tenant's Personal Property
Tenant's Share
Tenant's Wiring
Term
Transfer
Unamortized Landlord Costs
Untena�ttable
Use
Vehicle
Worl< Letter
P[LR 1 In4POItTS BUILDING
ULLRTCII/DWD EXECUCION DRAPT 7-6-20
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OFFICE LEASE
SUITE 130UA
OFFICE LEASE
Landlord and Tenaut enter this Office Lease ("Lease") as of tk�e Execution Date on the following tenns,
covenants, covditions and provisions:
1. BASIC LEASE PROVISIONS
I.I Basic Lease Definitions. In tk�is Lease, tl�e foflowing defined terms have the meanings indicated.
(a) Gxecution Date: means the Lease is fiilly executed as of ..J:I U t�.. , 2020.
(b) L�ndlof•d:
(c) Tenant:
(d) Building:
(e) Premises:
( fl Use:
Hertz Fort Wortl� Gnergy Way, LP, a Delaware limited partnersliip.
Ulrich Bar�i Builders, LLC, a Texas limited liability company.
Pier 1 Imports Building located at 100 Energy Way, Fort Woi4h, TX
76102 and deemed to contain approximately 409,977 rentable squace feet
(" RSF").
Suite# 1800-A (identified on Exhibit A), located on the 18�h floor ofthe
Building and deemed to contain approximately I 1,584 RSF.
General administrative non-governmental office use consistent witli that
of a f i'st-class office building.
(g) Te�m: means the dw•ation ofthis Lease, which will be approximately sixty (60)
full calendar montl�s, beginning on the Commencement Date (as defined
u� §3.1 below) and ending on the E�pii•ation Date (as defined below), un-
less terminated earfier or extended fultlier as provided 'ni this Lease. Tlie
"�xpiration Date" means (i) if tlle Commencement Date is tlie f i'st day
ofa montli, tfie 60�� montl�ly anniversary oftlie day immediately preced-
ing the Commencemeiit Date; or (ii) ifthe Commencement Date is not tk�e
first day ofa month, the Ci0`" monthly anniversary ofthe last day ofthe
�uontl� in wliicl� the Commencement Date occurred.
(It) Scheduled
Date:
(i) Base Renh
The following amounts payable in accordance with Article 4:
Lease Yea►•s/Lease Nlonths A►uival Rate per RSF Nlonthly Base Rent
7/1/2020 to 6/30/2022 $25.90 $25,000.00
7/1/2022 to 6/30/2024 $26.42 $25,500.00
7/1/2024 to 6/30/2025 $26.93 $26,000.00
(j) Tenant's Shai•e:
(Ic) Base Year:
2.83%.
T1�e calendar year 2020.
(n Seca��ity Deposit: None. Tenant ackno�vledges that its security deposit under its
prior sublease for the Premises has not been paid or delivered to
Landlord, and Landlord shall have no obligation or liability with
respect to such prior security deposit. I�To new Security Deposit
will be required ofTenant by Landlord
(m) Notice Address: For each paity, the following address(es):
To Landlord To Tenant �
ConnnencementJuly 1, 2020.
PIER I IMPORTS BUILD[NG OFP[CE LEASE
ULLR[CH/D�WD EXECUTION DRAFT 7-6-20 SUITE I800A
Building Add�•ess
Foi• all requests pursuant to § 17.2(a)
100 Euergy Way, Suite 100
Fort Worth, TX 76102
Attention; Property Manager
Email: propertymanager �r Pierl.hertzgcoup.coin
Notice Address
For all notices required under the Lease
piusuant to§ 17.2(b):
1522 2"d Street
Santa Ivtonica, CA 90401
Arin: Asset Manager
Email: assetmanagec@Pierl.hertzgroup.com
With a copy to:
100 Energy Way, Suite 100
Fort Worth, TX 76102
Attention: Property Managei•
En�ail: propertymanager a Pierl.hertzg��oup.com
Premises
a Copy to:
John Hampton, Esq.
I5964 Meishire Drive,
!Dallas, Texas 75230
john@hamptonlawfom.com
(m) Billing Addi•ess: Foi• eacl� party, the follo�ving addi•ess:
For Landlord for die a ment ofRent For Tenant
USMaiI The Premises
Hei�tz Foi�t Wordi Enecgy Way, LP
PO Box 207633 With a Copy to:
Dallas, TX 75320-7633
John Ha�npton, Esq.
Overnic�ht Coi�rier 5964 Melshire Drive,
LOCICBOX SERVICES 207633 Dallas, Texas 75230
Heitz Fort Wo��t(� Energy Way, LP jolin@hamptonlawfirm.com
2975 Regent Blvd
Iiving, TX 75063
ACHo�� Wire
Wells Fargo Bank
ABA # 121000248
Account #4370552556
Accouirt Name: Hertz Fort Worth Energy Way,
LP
(n) Brolcers:
None.
(o) Parlcing Allotment: Forty rivo (42) pennits forunreseived paricing in Building Pai•Icing Garage
u�d eight (8) permits for reserved parking in mutually-agreed locations in
the Building Garage and/or sucface lots immediately adjacent to the
Building ("Parlcing Facilities") pursuaut to tl�e terms set forth iu Eshibit
E Tlier•e shall be no cliarge to Tenant fo�• its Parking Allotn�ent.
(p) Liability Limit:
(q) Business Hou►s:
$2,000,000.00 for a�ry one accident or occurrence.
Fi�om 7:00 a.m. to 6:00 p.m. on Monday througli Fciday and from 7:00
a.m. to 1:00 p.m. Saturday, excepting: New Year's Day, Memorial Day,
Iiidepeudence Day, Labor Day, Thanksgiving Day, Cln•istuias Day, ��d
PIER I IMPORTS BU[LDING OFFICE LEASE
ULLR[CI-1/DWD EXGCUTION DRAi'T 7-6-20 SUITE 1800A
other legal holidays co�mnonly observed ii� similar class office buildings
in the locale ofd�e Building ("Holidays"). Eacli Holiday �vill be obselved
on the applicable date obselved by tl�e United States government.
(r) Construction Fifty-Seven Tl�ousandNiiie Hundred T�venty Dollars ($57,920.00) based
Allowance: on a rate of $5 .00 pec RSF. See Cxhibit B�
2. PROJECT
21 Project. Tl�e La�1d, Buildiug aiid Conunon Areas (as each inay be defined 'ul Article 1 and below) are
collectively referred to as the "Project".
2.2 Land. "Land" means the real prope�•ty on which the Building and Comiuon Aceas are located,
including easements and other riglits that benefit or encumber the real pi•operty, in the City ofFort Worth, State ofI'exas.
Landlord's iqterest in the Land may be in fee or leasehold. The Land may be expanded or reduced after die Execution
Date.
2.3 Base Building. "Base Builcling" means Buildinb Strnctui•e and Meclianical Systems, collectively,
defined as follo�vs:
(a) Buildina Strncture. "Building Stcucture" means the strnctural compoilents in ille Building, including
foundations, floor and ceiling slabs, roofs, exterior walls, exterior glass u�d mullions, coliunns, beams,
shafts, and emergency stairwelfs. Tlie Building Sh•ncture excludes tlie Leaseliold Improvements (and
similar improvements to otlrer premises) and the Mechanical Syste�us.
(b) Mechanical S, stY ems. "iVlechanical Systems" means the mechanical, electronic, physical or
infonnational systems generally seiving the Building or Common Areas, includiug the sprinl<ler,
��Ulll�(tlb, heating, ventilating, aic conditioning, lighting, COI11t11U17tC1ilO11S, S2ClICIty, drainage, sewage,
waste disposal, vertical trausportation, and fire/life safety systems, but eacluding the Leasehold
Improvements (and similar improvements to other premises).
2.4 Common Areas. Tenant will have a non-exclusive right to use the Common Areas subject to the telms
ofthis Lease. "Common Areas" mea�ls those interior and exterior common and public areas on t}ie Land (and appu��te-
nant easements) and in the Buildin� designated by Landlord for the non-exclusive use by Teiiant ui common with La�id-
lord, other tenants and occupants, and their employees, agents and invitees. The Common Areas include tl�ose portions
ofthe Project that a�'e necessary for die operation ofthe Building or �•e provided for the non-exchisive use by Tenant in
common with La�idlord and other tenants and occupants, and their empioyees, agents and invitees, ofthe Building. The
Conunon Areas include the Parkir�g Facilities seiving the Building that are owned oe leased by Landlord. Tenant shall
l�ave flie right to use the Common Area conference rooms located on the Mezzanine level ofthe Buildi�ig by prior ar-
rangement with Landlord, on a first-come, first-seived basis. There shall be no charge to Tenant for Tenant's fiist eighty
(80) houis ofconference room usage in ury consecirtive 12-month period pli�s I-weelc per month oftraining space. Any
usage ui e�cess of80 ho�us plus I-week traini�ig it� any consecutive 12-month period shall be at the ��tes then applicable
at die Building fi•om time to time. Common areas also include access to gynmasium and restaurant at no furthec cost to
Tenant (does not include cost of food and beverage piu•chases).
2.5 Premises. Landlord leases to Tenant the Pcemises subject to the terms oftkiis Lease. Except as provid-
ed elsewhere in this Lease, including any wark to be performed by Landlord as set fo►th in Exhibit B("Worlc Letter"),
ifa�ry, by taking possession ofthe Pre►nises, Tenant accepts the Premises in its "as is" condition and with all faults, and
tl�e Premises are deen�ed in good ordec, condition, and repair. Tlie parties hereUy waive any and all implied wairanties,
iucluding, without limitation, suitability or fitness for intended commercial pwpose. Tlie Premises include the Leasehold
Improvements as defined in subsection (a) below, but exclude certain at•eas, facilities and systems as set forth in subsec-
tion (b) below:
(a) Leasehold Improvements. "Leasehold Improvements" mean all non-structural improvements in die
Premises or exclusively seiving the Premises, and any sh�uchu�al improvements to the Building inade
to accommodate Tenant's particulac use ofthe Premises. The Leasel�old Improvements ma}� eYist in
the Premises as ofthe Eaecution Date, or be installed by Landlord or Tenant under tliis Lease at the
cost of eithe�• parry, incliidii�g, but r�ot limited to any Alterations installed pursuant to �4 and tl�e
Tenant Improvements set foeth in the attacl�ed Exliibit I3 The Leasel�old Improvemeuts include: (1)
interioc walls and partitions (including those surrounding structural co(umns entirely or partly within
PtER 1 tMPORTS BUILDING OFFICE LEASG
ULLRICH/DWD GX�CUTION DRAFT 7-6-20 SU[TG 18(X1A
the Premises); (2) tlie interior one-half of walls that separate tl�e Premises fi•om adjacent aceas
designated for leasing; (3) tlle interioi• drywall on exterioc sti•uctural �valls, and walls that sepai•ate tlle
Premises f`om d�e Common Areas; (4) staiilvays and stai��vells connecting parts ofthe Premises on
different fioors, except tliose reqitired for emergency exiting; (5) tlie fi•ames, casements, doors,
windows and openings installed 'ui or on t(ie improvemeirts described in (1-4), or tliat }�rovide
entry/eYit to/fom the Pre�uises; (6) all hardware, fiYhires, cabiuetly, i•ailings, paneling, woodworl< a�id
finishes i�� tlie Preinises or thaC are iustalled in or on the improvements described in (1-5); (7) ifany
part oftl�e Premises is a� the ground floor, the ground floor eaterio�• windows (including mullions,
fi•ames and glass); (8) integrated ceiling systems (including grid, panels and ligliting); (9) clrpeting
and other flooi• finisl�es; (IO) Icitchen, rest room, hotwater heater, laboratory or other similar facilities
that eYclusively seive the Pcemises (iucluding plumbing fi�h�res, toilets, sinks and built-in
appliances); aild (11) the sprinlder, pllimbing, l�eatiiig, ventilating, air coiiditioni�ig, liglrting,
communications, secui•ity, drainage, sewage, waste disposal, vertical tcansportation, fire/life safety,
and other mechauical, electronic, pliysical oc inforulational systems tl�at exclusively serve tl�e
Premises, including t(ie parts of each system tliat ace connected to tLle Mechanical Systems from die
common point ofdistribution for eacl� system to and tl�rougl�out tlle Premises.
(b) Exclusions f'om the Premises. E�cept as specifically agceed to by Landlord 'nt writing in its sole
discretion, the Preuiises do not include: (I) any areas above the finished ceiling, integrateci ceiling
systems, or ifthe ceiling is open concept, above the underside of tlie overhead slab, or below the
finisl�ed floor coverings tl�at ve not pact of the Leasehold Improvements, (2) janitoi•'s closets, (3)
stairways and stai,�vells to be used for emergency exiting or as Commo�� Areas, (4) rooms for
Mechanical Systems oc connection oftelecommunication equipment, (5) veitical transpoitation sl�afts,
(b) vertical or horizontal shafts, risei•s, chases, flues oc ducts, and (7) any easements or rights � nahu•al
light, air or view.
(c) Full floor Premises. If the Premises include one or more fioors in tlieir entirety, all corridors and
restroom facilities located on such fiill floor(s) sl�all be considered paft ofthe Premises.
(d) Multi-Teuant Floor. Subject to Tenant's Riglit ofFirst Refiisal as set forth elsewhere in this Lease,
should Landlord enter ui a lease for any vacant space on the 18th floor, Landlord shall have the right
to construct a common corridor at Landlocd's sole cost and expe�ise, sliown on Exhibit A hereof.
Tenant sliall have the riglit to utilize Suite B for non-office purposes ancillary to Tenant's use of Suite
A, until sttch time a Lease is fiilly e�:ecuted for any �ait of die ai•ea in Exhibit A that is identified as
"18th F►oo�� Ste. B".
2.G Building Standard. "Building Standard" means the minimum or e�clusive type, brand, quality or
quantity ofmaterials Landlord designates foe use in the Building fr•om time to time.
2. 7 Tenant's Pe►•sonal Propei•ty. "Tenant's Personal Pi•operty" means those h�ade fixhii•es, fiirnishings,
equipment, work prod�ict, inventoly, stocic-in-trade and other personal pi•operty of Tenant that are not perminently
affiaed to the Project in a way that they become a part of the Project and will not, ifremoved, impair the vahie of the
Leaseliold Improvements tl�at Tenaut is required to delivei• to Landlord at tlie end of die Tenn under �C3.3.
3. TERM
31 Cmnmencement Date. "Conunencement Date" means July 1, 2020. Tenant is currently in
possession of the Premises pursuant to a sublease, aud accepts the Premises in as-is, wliere-is condition as of the
Execution Date ofthis Lease subject to Landlord's obligations ofmaintenance and repair in this Lease.
3.2 Holdover. Tenant tmderstands that it does not have the right tn reuiain in tlie Pi•euiises following the
ExpiraYion Date or earliei• teruiination ofthis Lease ("Holdover") at any time a�id La�idlord may exercise any a��d all
remedies at law or in equity to �•ecover possession of the Premises. No Holdover by Tenant sha(1 be deemed to be
consented to by Landlord uuless such consent is in ��vriting. Landlord may witliliold its consent to any l�oldove�� in
Landlord's sole discretion. For any Holdover with Landlord's written consent, Tenant will be deemed to be a tenant f�om
month to nlonth, at a monthly Base Rent, payable in advance, equal to the monthly Base Rent payable during tl�e last
year ofthe Tenn, and Tenant will be bound by all ofthe other terms, covenants and agreements ofthis Lease as d�e same
may apply to a month-to-montli tenancy. IfTenant l�olds ovee after the EYpiration Date without Landlord's prior written
consent, Tenant �vill be deemed a tenant at sufferance, at a daily Base Rent, payable in advance, equal one I�undred fifly
PIER I IMPORTS BUILDING OFFICE LEASE
ULL.R[CIi/DWD EXECU'I'lON DRAFT 7-6-20 SUITG 1800A
percent (150%) ofthe Base Rent per day payable during the last year ofthe Tei7n, and Tenant will be bo�md by all ofthe
otlier tenns, covenants and agreemeuts of tliis Lease � ti�e same may apply to a tenaiicy at suffer•ance. Tenant sf�all
indemnify ai�d defend Landlord fi•om and against all claims and dan�ages, bot(� consequential and direct, tl�at Landlord
suffers due to Tenant's failure to return possession of the Premises to Landlord at the end of the Tenn. Landlord's
deposit of Tena�rt's Base Rent payment during any Holdover wil( not constitute Landlord's consent to a Holdover, or
create or renew any tenancy.
3.3 Coudition «� �xpiration.
(a) Reh�rn of tlie Premises. At tlie etid of tlie Tenn, Tenant will return possession of tlie Pi•emises to
Landlord vacant, f'ee of Tenant's Peisonal Pro�ecty and �uiy Required Re�novables (unless sucli
restoration is specifically waived by Landlord in writing in its sole discretion), in broom-clean
coudition, a��d �-vitll all Leasel�old Improvements in good �vorkiug order aild repaic (exceptinb ordinary
�veai• and tear and damage by casualty).
(b) Correction bv Landlord. If Tenant fails to return possession of the Premises to Landlord in the
condition required undei• (a), thei� Tenant shall reimburse Landlord for the costs incuned by Landlord
to put the Premises m the condition c•equirecl under (a), plus Landlord's standard administration fee of
]0% ofLandlord's actual, reasonable costs.
(c) Abandoned Prouertv. Tenant's Personal Property left behind in the Premises after flle end ofdie Term
will be considered abandoned. Landlord inay move, store, retain oc dispose ofthese items at Tenant's
expense, plus Landlord's standai•d administration fee10% ofLandlord's actual, reasonable costs. At
Landloi•d's option, any abandoned Teiiant's Pe�sonal Pi•operty will become Landlord's �roperty
automatically witl�out compensation to Tenant.
3.4 Option to Extend.
3.4.1 Grant; Conditions. Tenant sha(1 have the right, during the initial Term only, to extend the
Tern1 ofthe Lease ("E�tension Option") foi• one five (5) yeac period (" Ist Eatensiou Term") upon all oftlie
follo�ving conditions:
(a) Tenant shall exercise tl�is Extension Option by written notice ("Extensimi Notice") to Landlord which
must be received by Landlord not later tha�l 5:00 p.ttl. on die date tlu•ee hundred sixty five (365) days
prior to the Expiration Date, but iiot earlier than eighteen montlis prior to the Expiration Date; and
(b) Tenant is not iu default under t(ie Lease beyond auy applicable cure periods at die time tl�at Tenant
delivers its Extension Notice oi• at the tiine Tenant delivecs its Binding Notice (as defined below); and
(c) Not more tl�an 20% ofthe Pi•emises is sublet (othei• than pursuant to aPelnlitted Transferee, as defined
in y� 13.02 of the Lease) at the time that Tenant delivers its Extension Notice or at the time Tenant
delivers its Binding Notice; and
(d) Tlie Lease has not been assigned (other than ���rsuant t� a Permitted Ti•ansferee, as defined inS 13.02
ofthe Lease) pi•ior to the date that Tenant delivers its Eatension Notice or p►•ior to tlie date Tenant
delivers its Binding Notice.
3.4.2 Terms ApplicaUle bo Premises During Eitension Term.
(a) The initial Base Rent rate per rentable square foot for tlie Premises dw•ing the 1' Extension Tenn sl�all
equal the l�facket Rent rate (as defined below) per rentable square foot for the Premises. Base Rent
dw�ing the Extension Tecin shall inccease, ifat all, in accordance with the increases assumed in the
determination of the Market Rent rate. Base Rent attributable to the Premises shall be payable in
monthly installments in accoi•dance witl� tlie terms and conditions oftlle Lease.
(b) Tenant shall pay Additional RenY (i.e. Taxes and Eapenses) for the Pi•eiiiises dui•ing tl�e I51 Eatension
Term in accorda�ice witli the Lease, t{ie Base Year shalf be recalculated only if required by the
determination of the Market Rent rate, and the maroier and iiiethod in �-vhich Tenant rei�nburses
Landlord foc Tei�ant's Sliai•e of Taxes and Expei�ses sl�all otl�erwise be a factoi• considei•ed in tl�e
determinatioil ofthe Market Rent rate for the Premises dul•iiig the I� Extension Tenn.
PIER I fMPORTS I3UILDING OFFICF, LEASE
ULLR[CI1/DWD EXECUTION D2APT 7-6-20 SUI'iG 18(bA
(c) All otlier terms ofthis Lease, e�cept tl�is E�tension Option and airy Landlocd's work oc allowances, if
any, shall apply during the 1 st Extension Tenn.
3.4.3 Procedu�•e for Determining Ma�•ket RenY.
(a) Within thirty (30) days after Landlord's receipt ofthe Extension Notice, Landlord shall compute the
Market Rent rate (as defiued below) and shall notify Tenant in writing of the cesultiug amount
("Detei�mination Notice").
(b) Tenant, witl�in fifteen (1� days aftec Tenant's receipt ofthe Detelmination Notice, shall eithec (i) give
Landlord written notice ("Bincling Notice") tliat Tenant accepts tlle Base aiid Additional Rent rate for
the Premises for the Extension Tenn described in the Detennination Notice, u� which event the parties
shall enter into the Ertension Amendment as described below, or (ii) if Tenant disagrees ��vith
Landlord's determittation oftl�e applicable Base and Additional Rent cate for the Pi•emises during tl�e
p� Extension Term, provide Landloi•d with written notice of�•ejection (the "Rejeetion Notice"). If
Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such fifteen
(15) day period, this Extei�sion Option shall be null a�id void and of no fui•thei• force a��d effect.
(c) lf Tenaut provides Landlord witli a Rejection Notice, Landlord and Tenant shall work together in
good faitl� to agree upon the Marl<et Re�rt rate for the Premises during tlie 1� Extensioii Tenn. When
Laudlord and Tenant have agreed upon the Nlarket Rent rate for tlie Premises, such agreement shall be
ceflected 'ui a written agi•eeme�rt between Landlord and Tenant, whether a� a letter or othelwise (aud
such shall be deemed a Binding Notice, for purposes herein), and Laudlord and Tenant shall enter itito
tlie Extension Amendment ui accof•dance witli tlie telms and couditions hereof:
(d) IfLandlord and Tenant a��e unable to �gree upon Market Rent for the Pcemises witliin thirty (30) days
aftei• Landlocd's receipt of the Rejection Notice, Tenant, by written �totice ("Arbitration Notice")
i•eceived by Landloed witl�in five (5) days after the expiration ofsuch tliirty (30) day period, shall have
the riglrt to liave sucll Market Rent determined 'ni accordance with flie arbitration pf•ocedui•es described
below. IfTenant fails to timely exercise its right to acbitrate, this EYtension Option shall be deemed to
be null ai�d void uid ofno fui�ther force and effect.
(e) Arbitration Procedure.
(i) If Tenaut provides Landlord witli au Ai•bitration Notice, then Landlof•d and Tenant, witl�in
five (5) days ofLandlord's receipt ofthe Ai•bitration Notice, shall each simultaneously subinit to the
other, in a sealed envelope, its good faith estimate ofdie Macket Rent rate for the Premises ducing the
applicable Extension Term (collectively referred to as the "Estimates"). If the higl�er of such
Estiinates i� not more than 105% ofthe lowet• of sucl� Estimates, then die Market Rent ��ate sliall be tlie
ave►•age ofthe two Estimates. Ifthe Market Rent rate is not cesolved by the exchange ofEstimates,
tf�en, within fifteen (15) days aftec the exchange ofEstimates, Landlord and Tenailt shall each select
an ai•bitcatoi• to determine wliich ofthe nvo Estimates �uost closely reflects the Market Reiit rate for
the Premises during the applicable Extension Term. Each acbitrator so selected shall be an
independent, disinterested real estate brolcer with at least ten (10) years' continuous experience in the
business of procuring office leases in tlie Ft. Wortl�, TX market in which the Building is located
("Comparable Market") aud who shall be lrnowledgeable in rental cates and lease transactions in the
Buildin�.
(ii) Upon selection, Landlord's and Tenaut's arbitrators shall worlc together in good faith to agree
upon which oftl�e two Estimates most closely ceflects the Market Rent rate for the Preinises during
the applicable Extensiou Tei•m. T}ie Estinlate chosen by such arbitratoi•s shall be biuding on both
Landlord and Tenant as the Marlcet Rent rate for the Premises during the applicable Extension Term.
If either Laudlord or Tenant fails ro appoiiit an arbitrator ��vithin the fifteen (15) day period referred to
above, the arbitrator appoiuted by tlie other paiiy shall be the sole arbitrator for the puiposes hereof.
IfUie two arbitrators cannot agree upon which ofthe two Estimates most closely reflects tlie Market
Rent ��ate within twenty (20) days after their appointment, tl�en, withiii ten (JO) days after the
eYpiration ofsucl� riventy (20) day period, the t�vo acbitrators shall select a third arbitrator meeting the
aforementioned criteria. Once the third arbitratoi• has been selected as pi•ovided foi• above, theu, as
PIER I YMPORTS BUILDING OFPICE LEASE
ULLRICH/DWD EXECUTION DRAFT 7-(-20 SUITE 1800A
soon thereafter � pi•acticable but in any case witl�in fourteen (14) days, such arbitratoi• shall mal<e his
or her• detenl I ination ofwhich ofthe two Estimates most closely reflects tl�e Market Rent ��ate a��d such
Estimate sl�all be binding on both Landlord and Tenant as the Base and Additional Reut rate for the
Premises during tl�e applicable Extension Tei�u, a��d the parties shall entec into the Extension
Amendment as described below. Iftlie arbitrator believes that expert advice would materially assist
him or her, he or she may retain one or more qualified persons to provide such eapert advice. The
parties shall sl�are equally in the costs of tlie arbih�ator and of a�ry experts retained by tlie ai•bitratoi•.
Any fees ofany ai•bitrator, counsel oi• eYperts engaged directly by Landlord oi• Tenant, however, shall
be borne by the party retaining such arbiti•atoc, coiu�sel or expert.
(iii) Ifthe decisiou ofthe arbitcarocs regacding tlie Market Rent i�ate shall not be made prior to tl�e
effective date for Base and Additional Rent during the applicable Extension Tecm, then Tenant shall
pay Base and Additional Rent at the i�ate or ��ates in effect as of tlie end of the Initial Tern1 or
preceding Extended Tei•m, ifapplicable, subject to adjttstments once the Base and Additional Rent is
detecmined by the arbitrators. A detenllivation ofthe Macket Rent rate by the arbitrators shall be
binding al the parties and Base and Additional Rents shall be paid 'ni accordance with this Lease.
(� °Marlcet Rent" foc tl�e applicable Extensio�i Ten�� sl�al) mean the marlcet anrival Base and Additional
i•ental rate foi• tl�e Pi•emises, based on renewing tenancies (foi• a tenn comparable to the tiine pei•iod in
question) covering office space of comparable size and quality to the Premises in comparable
buitdings in comparable location in the Comparable Nlarket, includiug the Buildiug, and die rent for
which such renewal tenavcy was determined and commenced within twelve (12) months before the
Determination Date, talcing iuto account all pertinent factors including but not limited to Tenant's
credit woithiness, the involvement or nou-iiivolvement of a broker, tliat Tenant may not require an
imp�•ovement allowance, rental abatement or other concessions, ifauy, typical to a new tenant and
assuming Landlord and Tenant to be pmdent persons willing to lease but being under no compulsion
to cb so. By the above reference to the absence of a compulsion to enter into a renewal tenancy,
Land(ord and Tenant do not intend to eYclude renewal tenancies acising out ofatenant's exercise ofa
fi�ed option to extend its lease term.
(g) Time is ofthe essence ofthis Extension Option.
' �_i) \ _I
4.1 Base Rent During the Tecm, Tenant shall �ay all Base Reut in advance, in equal montllly installnients,
by the fiist ( I5�> of each month. Base Rent for any partial month will be pi•orated.
4.2 Additional Rent Tenant's obligation to pay Taxes and Expenses undec tliis �4.2 is i•eferred to in tliis
Lease as "Additional Rent"
(a) Taxes. For each full or partial calendar year during tlie Term after the Base Year (each, a"Compari-
son Year"), Tenant shall pay, in tl�e mamier described below, Tenant's Share ofdie amount that Tax-
es for the Compar•ison Year exceed Taxes for 8�e Base Year ("E�cess Taxes"). "Taxes" nlean the total
costs incun•ed by Landlord for: (1) i•eal and peisonal property taxes and assessments (including ad
valorem and s��ecial assessments, including any community impi•oveuient dish�ict assessiuents) levied
on tlie Pi•oject and Laiidloi•d's peisonal property used ui connection with the Pi•oject; (2) taxes on i•ents
or otlier- income derived fi•oro tlle Building; (3) capital a�id place-of-blisiness taxes; (4) taxes, assess-
ments or fees in lieu ofdie taxes desc�•ibed iu ( I 3); a��d (5) the reasonable costs incurred to reduce the
taxes described in (1-4). Taxes exclude net incoine taYes aiid taYes paid under §43, Tenant aclniowl-
edges that Taxes may ina�ease during the Tei•m and tliat ifthe Project is cucrently subject to a Taxes
abatement program and such pcogram ceases to benefit the Project during the Telm, Taxes will in-
crease. IfLandlord incucs Taxes for the Project together �vitl� one or more other adjacent buildii�gs or
properties, such shared Taxes shall be equitably peorated and apportioned to the various buildings on
any equitable basis that Landlocd selects.
(b) Eai�enses. Foc each Comparison Yea�•, Teiiaiit shall pay, in the mannei• described below, Tenant's
Sha��e of tl�e amount that Eapenses for the Comparison Year exceed Expenses for the Base Year
("Excess Expenses"). "�xpenses" mean the total costs inCLmed by Landlord to operate, manage,
7
PIER I IMPORTS BUILDING OFFICE LEASE
ULLRICHYDWD E��CUT[ON DRAFT 7-6-20 SUITE 1300A
administer, equip, secure, protect, repair, replace, refurbish, clean, maintaiii, decof•ate and inspect the
Project, includiug a fee to manage the Project offive percent (5%) oftl�e gross revenue oftlle Project.
Expenses tf�at vary witl� occupancy will be calculated as if the Building is fiilly occupied and
operating and all such services a�•e provided to all tenants.
(I) Expenses include:
(A) Standard Seivices pcovided imder �6.1;
(B) Repairs and ►naintenance perfonued under §7.2;
i�)
(C)
iD)
Insurance maintained undec �59.2 (including deductibles paid), including any
amounts that would be charged � premiums if Landlord self-insuces any of the
iusucance risks;
�Vages, salaries and benefits ofpersonnel to tlie extent they rendei• se�vices to tlie
Pcoject;
(E) Costs ofopei•ating tlie Project mauagement office, the Project confei•ence center and
the Project Fitness Center, includiug reasoiiable rent foc each, provided that the
expenses for the Project Fimess Center are subject to Landlord's approved
limitation;
(F) Amo�tization installments of costs required to be capitalized and incurred:
(i) To comply with insurance requirements or Laws ("Mandated
Expenses");
(ii) That are reasonably calculated to i•educe other Expenses or the rate of
increase u� other Expenses ("Cost-Saving Expenses"); or
(iii) That are reasonably calculated to improve oc maintain tlle safery, health oi•
access of Project occupattts, and othetwise maintain tiie quality,
appearance, or intebrity of the Project ("Quality Expenses").
(�',) Costs ofoperating the Pacicing Facilities.
EYpenses exclude:
(A) Taxes (as defined in §4.2(a) above);
(B) Mortgage payments (principal and intecest), and ground lease i•ent;
(C) Conmiissions, advertising costs, attorney's fees and costs of improvements in
connection witli leasing space in the Building;
��
iE)
�)
(G)
�
(I)
�)
iJ)
Costs reimbutsed by insurance proceeds or tenants ofthe Building (other than as
Additional Rent);
Depreciation;
Except for the costs identified in §4.2(bxl )(F), costs required to be capitalized
according to sound reaf estate accounting and management principles, consistently
applied;
Collection costs and legal fees paid in disputes with tenants;
Costs to maintain and operate the entity that is Landlord (as opposed to operation
and maintenauce ofthe Project); and
In the Base Year only, installn�ents ofcosts amoctized undei• subsection (c) oftl�is
�4.2.
Principal or interest on any loans, including related points and fees;
Ground ol• master lease payments;
s
PIER I rMPORTS BUILDING OFFICE LEASE
ULLRICH/DWD E�ECUTION DRAFT 7-6-20 SUITE 1800A
(I{) Costs inetmed for or in connection with leasing, renovating, oe in�proving space for
a tenant or prospective tenant ofthe Building, including without limitation legal
fees, commissions, finder fees, tenant inducement payinents, leasehold
improveuient or decorating costs (or allowances therefore), pelmit or Celtificate of
Occupancy fees and amounts paid to third parties in connection with the
assumption of any legal obligation of the tenant;
(L) Costs of advertising space for lease in the Building or Building promotional or
ente��tainment expenses including pa�ties or gifts for a specific tenant, prospective
tenant, vendor a� other third party, signage identifying Landlord, the Building
manager or a tenaTit, but excepting any Building newsletter or seasonal/holiday
decorations;
(IV� Costs foc which Landlord is reimbursed by third paities, or fi�om insm�ance oi�
condemnation proceeds, wacranties, or rebates;
(N) Costs ofutilities oc services fiicnished to tenants ofthe Building fa• which Landlord
is reii�ibursed pucsuant to such te�lants' leases, excepting payilienY of Additional
Rent for Tenant's Share ofExpenses;
(0) Depceciation, rese►ves for bad debts, or any similar charge not resulting in a
payment to third parties, excepting that Landlord may u� a Fiscal Yeac accrne for
obligations to third pa�•ties ifLandlord practices the accrual method ofaccounting;
(P) Depreciation, a�noi�tization, and interest payments, e�cept � pcovided lierein and
except on materials, tools, supplies, and vendor-type equipment pucchased by
Landlord to enable Landlord to supply setvices Landlord might otheil�ise contract
for witfl a third party, where such depreciation, amortization and interest payments
would otlier�vise have been included in the cliarge for such thi�•d paity's services, all
as detecmined in accordance with generally accepted accounting principles;
consistently applied, and when depreciation or amoi�tization is permitted or
requiced, the item shall be ainortized over its reasonably anticipated useful life
(Q) Costs required to be capitalized in accordauce witl� accounting principles genecally
accepted in the real estate indushy, consisteutly applied, excepting those items
defined as Mandated Expenses, Cost-Saving Expenses or Quality Expenses; those
capital expenses (i) made by reason of insurance requirements or (ii) that are
incurred ii� order to conform to cl�anges subsequent to tl�e date offull execution and
delivery ofthis Lease in any laws, oe (iii) that are intended to reduce Expenses oc
tlie rate of increase in Expenses;
(R) Costs, including legal fees, associated with tf�e operation oftLie business ofthe
partnership or entity tliat constitutes Landlord, as distinguished from the costs of
operation ofthe Building, including partnership accounting and reporting, costs of
defending any lawsuits with any lender (eacept as the actions ofTenant may be in
issue), costs ofselling, syndicating, financing moi�tgaging or hypothecating any of
Landlocd's interest in tlle Building, costs ofany dispute between Landlord a�id its
employees not engaged in Building operation, costs of any dispute with a third-
party Building manager, or costs of any dispute with another tenant;
(S) Costs incur•red by Landlord due to any violation ofthis Lease, or any otliei• tenant's
violation of their respective lease in tlie Building, eacepting interest that may
acciue dui•ing the pendency of any good faith contest or challenge of Landlord's
obligation to pay an Expense, and deductibles under Landlord's propelty insw-ance,
ifsucl� violation results in covered loss;
(� Overhead and protit increment paid to Landlord or to subsidiacies or affiliates of
Landlocd for services in or to the Building, to die extent on(y that the costs fo�• such
seivices exceed competitive costs for such services were they not so renciered by
Landlord or a subsidialy or affiliate on a competitive basis (excepting management
PIER I tMPORTS BUILD[NG OFFICE LEASE
ULLRICH/DWD EXECUTION DRAFT 7-G-20 SUITE 1800A
fees, ifmanagement ofthe Building is provided by u� affililte ofLandford or any
partnei•, shai•eholdei• or membet• of Lai�dlord);
(LT) Wages and benefits of(i) management or supelvisoly personnel above the level of
Ceneral Managei• ofthe city in which the Buildiug is located, (ii) leasing pei•sonnel,
(iii) personnel that contribute to tlie operation, managemeut, admii�istration,
improvement, protection, cleaning, repai�•, maintenance or inspection of the
Building, but do not devote substantially all of theii• time to the Buildii�g, �u�less
sucli �vages and benefits are reasonably allocated beriveen the Building and other
buildings or cluties;
(V) Costs, penalties or fines incuned as a result ofLandlo�•d's negligence or willfiil
misconduct, or failure or un�vil Iingness to fidfil ILandlocd's contractual ob ligations,
comply witli laws or file any taa or• inforn�ational ret�irn when due, excepting
interest that may accrue during the peudency of any good faith contest of same and
excepting a�ry such failure caused oi• conU•ibuted to by Tenant's failure or
unwillingness to timely comply with the terms ofthis Lease;
iw)
(X)
Costs arising f`om the negligence oc willful misconduct of Landlord or its
emp(oyees and agents;
Landlord's political or charitable contributions;
(y) Costs of correcting a defect u� the design, constiuction or initial equipping of the
Building (but not tlie costs of iiormal weai• and tear), pf•ovided tl�at sucli defect
would at tlie time ofconstruction ofthe B�iilding or installatiou ofsuch equipment,
have been consideced a defect under the then }�revailing standacds for design,
constcuction and equipping buildings comparable to the Building;
(Z) Costs incui•red Uy Landlord to install, opei•ate, maiutain or i•euiove rooftop
comttiunications equipmeirt that is not related to the operation or administcation of
the Buildiiig;
(AA) Costs incurred for services provided to Tenant or other tenants of the Building
�vhich are reimbursed by Tenant or othei• such tenants or otfier third pairties as above
standard se�vices, with the effect t{�at Tenant is i�ot substantially and �naterially
subsidizing e;ctraordinaly services provided to otlier tenants ofthe Building;
(BB) Costs of inembership in any pcofessional, trade or political organization, other than
the cost of certain professional or trade associatioils tl�at relate to the operation,
u�anagement, adminish�ation, improvement, protection, cleaning, repair,
maintenance or inspection ofthe Building or concern a��ea in which the Building is
located, including withoirt limitation BOMA and Chamber of Commerce;
(CC) Rents and similar eYpeuses, incuri•ed in leasing aii• conditioning systems, elevatoi•s
or otlier equipment that, if purchased, would be cequired to be capitalized in
accordance with accounting principles genei•ally accepted in tlie i•eal estate industty,
consistently applied, excepting Mandated E�penses, Cost-Saving Expenses or
Quality Expenses;
(DD) Costs for the purchase ofsculptuces, paintings and other objects offine ait;
(EE)
(FF)
Costs incmTed ii� removing and storing tl�e property offormer tenants or occupants
ofthe Building;
Costs of furnishing and installing non-Building standard replacement bulbs a��d
ballasts in tenant spaces;
(GG) CosYs inCLmeci in amajor cliange in the structut•e offl�e Building, including �vitl�o�it
limitation the addition ofor deletion offloors;
10
PIER 1 tMPORTS BUILD[NG OFF[CE LF.,AS�
ULLR[CH/DWD EXECUTION DRAFT 7-6-20 SUITE ISOOA
(HH) Any compensation paid Yo clerks, attendants, or other persons ul commercial
concessions opecated by Landlord 'u� the Building;
(c) Amortization and Accounting Pi•iuciples.
(I) Each item oiMandated Expenses and Quality Expenses will be fi�lly amortized in equal
anuual installments, witl� interest on the principal balance at the Amoitization Rate, over the
number ofyea�s, not to exceed ten ( IO), that Landlord projects tlle item ofExpenses will be
productive for its intended use, witl�out replacement, but properly re�aii•ed a�id maintained.
(2) Each item of Cost-Savi��g Expenses will be fi�lly amortized in equal annual installrnents,
with interest on the principal balance at the Amortization Rate, over the number ofyears that
Landlord reasonably estimates for the present va(ue of the projected saviiigs in Expenses
(discounted at the Amortization Rate) to equal the cost.
(3) Any item of Expenses of significant cost tl�at is not required to be capitalized but is
unexpected or does not typically recur may, in Landlord's discretion, be amortized in equal
annual installments, witl� interest a� the principal balance at the Amortizatiou Rate, over a
numbec ofyears determined by Landloi•d.
(4) "Amoi•tization Rate" means ten percent (10%).
(5) Landlord will othelwise use sound real estate accol�nting and management principles,
consistently applied, to determine Additional Rent, including without limitation, reducing or
excluding from tlie Base I'ear tllose Expenses resulting f'om (A) a�ry unusual or one time
costs or cost i�icreases, iucluding any market wide enei•gy cost spikes, increases, sw•charbes
or taxes, i tTegular snow fa(ls or other costs ot• cost increases due to weatl�er and/or Force
Majew•e, and (B) tl�e amortization of capital expenditures othelwise pennitted under this
Lease to be included 'u� Expenses, pi•ovided that the amoitization ofcapital expenditm�es shall
oniy be included 'ni subsequent years to the extent allowed under this Lease.
(6) If Expenses and/oi• Tases in any caleudar yeai• deci•ease below tl�e amolltrt of Expeiises
and/or Ta;ces for the Base Year, Tenant's Excess Expenses and/or Tenant's Excess Tvies, as
the case may be, for that calendac year shall be $0.00, and shall in no event be less than zero
dollars or entitle Tenant to auy refiind.
(6) If La�idloi•d incws Expenses for the Project togetliet• with one or moi•e other adjacent
buildings or propeities, such shaced Expenses shall be equitably prorated and apportioned to
tlie various buildings o�i any equiYable basis that Landlord selects.
(c� EstimaYes. Landlord will reasonably estimate Additional Rent for each calendar year that Additional
Rent may be payable. Tenant will pay the estimated Additional Re�it in advance, in equal montlily
installments, by the first day of each month. Landloid may reasonably revise its estimate during a
ca(endar year and Tenant will pay the monthly installments based on tlie revised estimate,
commencing thirry (30) days following the date of such cevision. The aggregate estimates of
Additional Rent payable by Tenaiit in a calendar year is the "Estimated Additional Rent"
(e) Settlement. As soon as practical after the end of each calendar year that Additional Rent is payable,
Landlord will give Tenant a statement of die actual Additional Rent for dle calendar year with
su�cient detail as to n�ake the detail in the Stateinent comprehensible to tlle average tenant The
statement ofAdditional Rent is conclusive, binds Tenant, and Tenant waives all rights to contest the
statement, except for items ofAdditional Rent to which Tenant objects by notice to Lanc{lord given
witliin ninety (90) days after receipt ofLandlord's statement; lio�vever, Tenaut's objection will not
relieve Tenant fi•om its obligation to pay Additiona( Rent pending resolution ofany objection. Iftlle
Additional Rent exceeds the Estiiilated Additional Rent for the calendar year, Tenant shall pay the
difference to Landlord in a lump sum as Rent within thilty (�0) days after receipt ofLandlord's
statement ofAdditional Rent. Ifthe Estimated Additional Rent paid by Tenaut exceeds the Additional
Rent for tlie calendar yeai•, tlien Land(ord shall credit the overpayment against Rent nea�t due.
Ho�vever, ifthe Term ends during a calendar year, Landloi•d may, in Landloi•d's sole discretioil, elect
to either: (1) forego the set�lement ofAdditional Rent for the calendar year that is otherwise required
PIER I IMPORTS SUILDING OFFICE LEASE
ULLRICH/DWD F.lECUTION DRAFT 7-G-20 SUITE (8QOA
and accept the Tenant's payment of Estimated Additional Rent for such calendar year in satisfaction
ofTenant's obligations to pay Additional Rent for the final calendar year, or (2) have Landlord's and
Tenant's obligations under tl�is §4.2(e) suivive fl1e end ofthe Tenn.
(fl Cau on Adiustments. Notwithstanding the foregoing or anything to the contrary elsewhere in this
Lease, Landlord agrees that no annual adjustment ofOperating Expenses sl�all be exceed five percent
(5%) ofOperating Eapenses for the year d�en ending; provided such amowit shall be calculated on a
cumulative basis over d�e Lease Tetm so tliat, for example ifOpe��ating Expenses a��e increased by 3%
of the Operating Expense charge for the year ttien ending, then Operating Expenses for the next
succeeding year could increase by seven percent (7%), with such canyovers continuing to accumulate
throughout the Lease Tetm to the extent ilot used; provided, l�oweve�•, that the focegoing cumulative
limitation on Opecating Expense adjustments shall �iot apply to Landloi•d's real estate tax expenses,
insurance premiums, snow aud ice removal costs, costs based upon union contract laboc i•ates, utility
costs, or security oi• other reasonable costs to respond to unanticipated events, it being agi•eed that sucli
costs are not within Landlord's reasonable ability to contcol.
(g) Audit. Tenant stiall have the right to audit, at Tenant's expense, Additional Rent provided such audit is
conducted by a certified public accountant or othec person experienced in auditing operating expenses
in office buildings ai a non-contingency fee basis purst►ant to the following tei•uis and conditions: (a)
Teuant shall not conduct an audit ifTenant is in monetaiy default or material non-monetary default of
its obligations under this Lease beyond tlie eapiration of any applicable notice and cuce period; (b)
such audit must be comme��ced within one (I) year after Landlord submits to Tenant the settlement
statement described in Section 4.2(e) above and once commenced, such audit shall be completed in a
diligenY a�id expeditious manner; (c) Tenant shall supply Landlord with a copy ofdie i•esult ofthe au-
dit witl�in fifteen (1� days after Tenant's receipt oftlie sauie; (d) no audit shall be conducted ifTenant
l�as previously conducted an audit for the same period oftime; (e) such audit shall be conducted dm-
ing normal business hours, at a mutually agreed upon time, at Laudlord's business address or at such
other location witliin the continental U.S. as Landlord nonnally keeps its books and records ofOperat-
ing Expenses, or at Tenant's request, Landlord shall provide Tenant with copies ofall applicable books
and records; (fl any information obtained by Tenant � a result ofsuch audit shall be held in strict con-
fidence by Tenant and shall not Ue disseminated further except to Tenant's accountants, attorneys and
lenders, or in connection with tlie enforcement by Tenant of its rights under this Lease or as othe��cvise
required by law; and (g) ifit is deternlined pursuant to such audit (or any additional audit procedure
hereinafter described) that there has been a�i overpayment or underpayment ofAdditional Rent, the
parties shall promptly make such reconciliation payments and/oi• i•efunds as a�'e appropciate. In addi-
tion, ifit is deteru�ined pmsuant to such audit (or any additional audit procedure hereinafter described)
that Landlord has overstated Additional Rent by more than five percent (5%), and ifLandlord does not
contest tlle results ofsuch audit, tlieu Landlord shall pay to Tenant the reasonable costs and expenses
incurred by Tenant in connectiou with such audit. Landlord may elect to dispute Tenant's audit by giv-
ing written notice to Teuant withiii forty five (45) days of Landlord's election. Upon giviiig notice of
Landlocd's dispute ofTenant's audit, Landloi•d will i•etain a certified public accountailt or other person
experienced in auditing operating expenses in office buildings to audit the e�penses, and upon com-
pletion of said audit, Landlord's a�id Tenant's respective auditors will meet to reconcile afl material
differences in tlie audit. IfLandlocd's and Tenant's respective auditoi•s are unable to agree, tliey shall
jointly select a third auditor, whose determination shall be final and binding upon the parties. Failure
by Tenant to execcise an audit cight oi• Landloi•d to dispute any Tenant audit within tt�e specified time
period or the failure ofeither party to otherwise fail to contest or dispute the allocation ofadditional
rent as provided above, is deemed a waiver ofthe applicable audit or dispute right azid any right to
contest the additional rent charges (undercharges oc overcl�arges) for the applicable Lease year and,
accordingly, is deemed acceptance of tlie additional i•ent charges as submitted to and revie�ved by
Tenant.
4.3 Otl�er Taxes. Upon demand, Tenant will reimburse Landlord for taYes paid by Landlo�•d a� (a)
Tenant's Personal Pi•o�erty, (b) Rent, (c) Tenant's occupancy of the Premises, oc (d) tl�is Lease. If Tenant cannot
lawfiilly reimburse Landlord foc these taxes, tlien the Base Rent will be increased to yield to Landlord tk�e same aulount
12
PIER I fMPORTS BUILDrNG OFFICE LEASE
ULLRTCH/DWD GXECUTION DRAFT 7-6-20 SUITE 1800A
after these taxes were imposed as Landlord would have received before these taxes ��ere imposed. There shall be no
duplication ofcharges under Section 4.1 above and tf�is Section 4.3
4.4 Terms of Payment. "Rent" means all amounts payable by oron behalfofTenant under tl�is Lease and
tf�e exliibits, including Base Rent and Additional Rent. Rent will be paid to Landlord without notice or demand a�id
without right of deductio�i, abatement of• setoff, except as otliecwise expressly provided 'ut this Lease. if a time for
payment ofan item ofRent is not specified in t11is Lease, then Tenant will pay Reut within tl�irty (30) days after receipt
of Landlord's statement oi• invoice. Unless otherwise provicled 'n� this Lease, Tenant shall pay Rent without notice,
demand, deduction, abatement or setoff, in la��fi�l U.S. cm•�•ency, at Landlord's Bil ling Addcess or to such other person or
at sucl� otk�er place as Landlord may fi�om tin�e to time c(esignate in �vriting. Lai�dlord will send statements payable by
Tenant to Tenant's Billing Address; however, neitl�er Landlord's failiire ro send a statemenY nor Tenant's failure to
receive astatement for Base Rent (and installments ofEstimated Additional Rent) �vill relieve Tenantofits oblibation k�
timely pay Base Rent (and installments ofEstimated Additional Rent). Each pa�tial payment by Tenant shall be deeu�ed
a payment on account. No endorsement oi• statement on any checic or any accompanying letter shall constitute a�� accord
and satisfaction, affect Landlord's right to collect the full amount due, or require Landlocd to apply any payment to other
than Rent earliest due. No paymeiit by Tenant to Landlord will be deemed to extend Ule Tei7n or cender any notice,
peuding suit oi• judgment ineffective. By notice to t(ie other, each party may change its Billing Address. ATry payment
made by or on behalfofTenant to a lockbox maintained by Landloi•d for i•eceipt ofpayment ofRent shall not be deemed
to have been accepted by Landlord provided such payment is returned to Tenant within ten ( I O) days after Landlord
receives notice that the payment has been i•eceived into the lockbo�c.
4.5 Late Payment. IfLandlocd does not i•eceive all or part ofany item ofRent witliin Yen (IO) days ofthe
date wheii due, then Tenant shall pay to Landlord a"Late Cha►•ge" offive percent (5%) oftlie overdue amount. Te�iant
agrees that the Late Charge is not a penalty, and will compensate Landlord for costs not contemplated under ttiis Lease
that are impi•actical or e�tremely difficult to fix. Landlord's acceptance of payment of a Late Ck�a�•ge does iiot waive
TeY�arit's default. Tn addition, all amom�ts payable under tltis Lease by Tenant to Landlord, ifnot paid 'ui full �vithin ten
( IO) days ofthe date when due, will bear interest at the lesser ofthe I�igliest iuterest rate pernlitted by la�v or ten percellt
( IO%). Notwithstanding the foregoing, no Late Charge or interest shafl be assessed for the fi`st instance oflate payment
in any consecutive 12 month period, so long as a(f past due amounts are paid 'm full witliin five (5) days after Tenant's
receipt ofwritten notice ofsuch delinquency(s).
5. USE & OCCUPANCY
5.1 Use. Tenaut shall use and occupy the Premises oiily for the Use. Landlord does not represent or
wari•ant that the Project is suitable for the conduct of Tenant's pacticular business.
5.2 Cmnpliance with La�vs and Di►•ectives.
(a) Tenant's Compliance. Subject to d�e remaining ter�ns oftl�is Lease, Tenant shall comply, at Tenant's
expense, with all dii•ectives ofLandlord's insurei•s and with a�ry a��d all present oi• firtui•e federal, state
or local laws, statutes, ordinances, rules, regulations or orde�s ofa�iy and all govertunental or quasi-
goveruitiental authorities having jucisdiction ("Laws") concerning:
( I) The Leasehold Improveuients and Alterations,
(2) Tenant's use or occupancy ofthe Premises,
(3) Any chemical wastes, contanlinants, pollutants or substances that are hazardous, toaic,
infectious, flammable or dangerous, or cegulated by any local, state or federal statute, rule,
regulation or ordinance for tlie protection of Ilealtl� a� tl�e enviromne�it ("Hazai•dous
Materials") that ace introduced to the Project, handled or disposed by Tenant or its
Affiliates, or any of their contractors.
(b) Landloi•d's Compliance. The cost ofLandlord's compliance witli all directives ofLandlord's iusitrei•s,
goverui�lg authorities or La�vs concerning the Project, otller than those that are Tenant's obiigation
under subsection (a), �vill be included i�i Expenses to tlie extent allowed under 54.2.
5.3 Occupancy. Tenant shall not intei•fere witli Building services or othei• tenants' rights to quietly enjo}�
their respective premises or the Comnlon Areas. Tenaut shall not make oc continue a nliisailce, inctuding any
objectioi�able odor, noise, fire hazard, vibration, or wireless or electcomagnetic h•ansmission. Tenai�t will not maintain
L3
PIER I IMPORTS BUILDING O�PICE LEASE
ULLRICII/DWD EaECUTION DRAPT 7-6-20 SUITE 18UOA
airy Leasel�old Improvements or use the Premises iii a way that increases tl�e cost of insw•ance requii•ed imder §9.2, oi•
requires insur�ance in addition to the cover�age required under §9.2. Except as may be expressly pennitted by Landlord 'n�
writing, Tenant will not store, use, release, produce, process or dispose in, on or about, or tcansport to or fi•om, the
Premises or Building any Hazardous Materials.
6. SERVICES & UTILITIES
6.1 Standard Services.
(a) Standard Seivices Defined. "Standard Services" mean:
(1) I�eatinb, ventilation and air-couditioning ("HVAC") duriug Business Hours as reasonably
r•equired to comfortably use and occupy tlie Premises and interior Common Areas (not
including auy supplemental NVAC systems that exclusivel}� seivice the Premises);
(2) WaYer f`om ti�e public utility for use in Common Areas rest roonis;
(3) Janitorial seivices to the Premises and interior Common Areas consistent with a f i`st-class
building as determined by Landlo�•d, on business days, exclusive ofHolidays;
(4) Access to tlie Pi•emises (by at least oue [1] passenger elevator ifnot on the ground tloor);
(5) Labor to i•eplace fluorescent tabes and ballasts in Buildirig Standard light fixtures in the
Premises; a�id
(6) Electricity fi•on� Landlord's selected providei•(s) for Common Areas lightiug, and Building
Standard HVAC services for die Premises and the Common Areas.
(b) Standard Se�vices Provided, Diu•ing tl7e Tenn, Landlord will pi•ovide Standacd Services to Tenant,
eYcept as provided iu this Ai�ticle 6. The cost of Standard Se�vices will be included in EYpenses.
Landlord will not Ue responsible for any inability to provide Standard Se�vices due to either: tlie
concentration of peisonnel or equipment c� the Premises; or Tenant's use of equipment m Ule
Premises that i� uot customary office equipment, li�s special cooling requirements, or generates
excessive heat.
6.2 Additional Services. Unless Tenant obtains Landlord's prior �vritten consent, Tenant will not use
utilities or se�vices in excess of the Standacd Services. If Landloed � co�isents, Landlord may provide utilities and
services in excess oftlie Standard Seivices subject to the following:
(a) After Hours HVAC. If Tenant requests HVAC seivice to the Premises d�u•ing non-Business Hours,
Tenant will pay as Rent Landlord's scheduled rate for this service. Landlord's current scheduled rate
for after homs HYAC service is cucrently $50 per hour with a 2 hour minimum, �vhicl� is subject to
change fi•om time to ti�T�e on a uniform basis at the Building.
(b) Li�litin�. Landlord will fiunish botli Building Standard and non-Building Standard lamps, bulbs,
ballasts and sta�ters that are patt oftlie Leasehold I��ipcovements for pmchase by Tenairt at Landlord's
cost, plus Landlord's standard administration fee of 10% of Landlord's achial, reasonable costs.
Landlord �vill install �ion-Building Staiidard items at Landloi•d's scheduled rate for this seivice.
(c) Otlier Utilities and Seivices. Tenant will pay as Rent the actual cost ofirtilities or seivices eitlier used
by Tenant or provided at Tenant's rec�uest that are in excess ofthat provided as pai�t ofthe Standard
Seivices, plus Landlord's standard adniinistration fee of 10% ofLandlord's actual, reasonable costs.
Sucl� services will include the cost ofthe water, elech•icity and/or other utilities used in the operation
of any supplemental HVAC systems that exclusively seivice the Premises. Tenant's e�cess
consumption may be estimated by Landlord unless either Landlord requires or Tenant elects to install
Building Standard meters to measure Tenant's consumption.
(d) Additional Svstems and Meterin�, If, at any time during tl�e Teun, Tenant (I) is unable to maintain a
commercially reasonable te�vperature range within the Premises due to flle concenh•ation ofpersonnel
or equipment in the Premises, or Tenant's use of equipment in the Premises that is not customary
office ec�uipment, or has special cooling requirements, or generates excessive heat, or (2) consumes
electricity in excess ofthat provided under Standard Secvices, in either case for more than thirty (30)
14
P[GR I tMPORT'S BUTLDING OFFICE LEASE
ULLRICH/DWD EXECUTION DRAPT 7-6-20 SUITE 1SOOA
days (whetf�er cousecutive or in the aggregate), then Landlord may require Tenant, at Tenant's
e�pense, to upgrade or modify eYistin� Mechanical Systems serving the Premises or the Leasehold
Iuipi•ovements to the extent necessary to meet Tenant's excess requirements (including installation of
Buildiug Staiidard meters to measure the same).
6.3 Electrical Service to Premises. Landlord shall provide electrical service to the Premises for all
lighting, convenience outlets and any supplemental HVAC system exclusively secving the Premises, and Tenant shall
pay Landlord, as Additional Rent, the cost of its estimated pro-rata share of such elecYrical usage for the Premises
(exclusive of Building Standard I-IVAC for the Premises). The co�inected load in the Pre�ilises will not at ai�y time
exceed 0.058 watts pei• RSF of tkie Pi•emises (exclusive of Building Staudard HVAC for tlie premises) ("Masimum
Connected Load"), nor will Landlord be required to provide electricity to t}ie Premises during any one calendar month
in a�i amouut that eYceeds d1e Maaimum Connected Load �nultiplied by the number oiBusiness Holirs ducing said
montl�. Landlord may elect, at auy time dui•ing the Term, and continuing for the cemaii�der oftl�e Tenn, to separately
meter Tenant's total consumption ofelectcicity in the Pcemises, including lighting and convenience outlets. IfLandlord
so elects, then Landlord shall notify Tenant ofsuch e(ection, and Tenant shall pay to Landlord as Rent the actual cost of
Tenant's electcicity consumptiori. Landtord i•epresents to Tena�rt that to Landlord's best actual lcnowledge �vithout
investigation or duty k� investigate, Tenant's cw•rent electrical usage and service to the Premises are within the
Maximum Connected Load.
6.4 Teleconunwiication Services. Tenant will contract directly with tl�ird pa��ty providers and will be
solely responsible for paying for all telephone, data transmissiou, video, cable television and other telecommunication
services ("Telecommunication Se�vices") subject to the follo�vinb:
(a) Providers. Each Telecommu��ication Seivices provider that does not already provide service to tlie
Building shall be subject to Landlo�•d's appi•oval, which sliall not be uni•easonably withlield, delayed
or conditioned. Without liability to Tenant, the license ofany Telecommunication Se�vices provider
serviciug the Building may be terminated under the terms oftfie license, or not renewed upon the
expiration of the license.
(b) Tenant's Wirin�. Landlocd �uay reasonably designate tl�e location of all �vires, cables, fibers,
equipment, a��d connections ("Tenant's Wiring") for Tenant's Telecommunication Selvices, as well
as restrict and control access to telephone cabinets and �•ooms.
(c) I��o Beneficiaries. Tliis y�6.4 is solely foi• Tenant's benefit, and no one else shall be considered a
beneficiaiy ofthese provisions.
(d) Landlord ApprovaL The Landlord approves the existing installation and Telecommunication Selvice
Provider of Tenant and grants Tenant sole use ofthe area on the floor that it currently uses foe these
Telecommunication Setvices.
G.5 Special Circumstances. Witiiout breaching this Lease or creating airy liability on the part ofLandlord,
Landlo�•d may intenupt, limit or discontinue any utility or services Landlord provides under this Acticle 6 or which are
obtained Uy Tenant under tkiis Article 6 imder any oftlie following circumstances: (a) ui an emergency; (b) to comply
with Laws or tn conform to voluutary government or industly guidelines; (c) to re�air and maintain the Project under
�7.2; or (d) to modify, renovate or improve the Project under §3.2. Landlord shalt not be liable in any manner for any
interruption in seivices to be provided by Landlord oi• obtained by Tenant under this Article 6.
Notwittistanding the foregoiug, ifany ofthe utilities or services furnished by Landlord under this Article 6 fail or are
interrupted as a result ofthe negligence or willfiil misconduct ofLandlord, its agents, employees oc contractors, and as a
result ofsuch failui•e or intei•ruption, Tenant is not able to (and � fact does not) Litilize tl�e Preutises or any material por-
tion(s) tl�ereoffor more than du•ee (3) business days, then Tenant's Base Rent sl�all thereafter abate in �ropottioi� to tlie
Floor Ai•ea ofthe Premises tliat is not useable, until the affected services a��e restored oi• i•easonable substitutes provided.
7. REPAIRS
71 Tenant's Repairs. E�cept as provided in Articles IO and 12, during tl�e Tenn, Tenant hereby assumes
fiill responsibility for tf�e condition ofthe Pre�i�ises and shall, at Teuant's cost, repair, maintain and replace, ifiiecessary,
tlie Leasehold Improvements uid Iceep the Premises in good order•, condition u�d repail•, ordinary �vear �id teac excepted.
In addition, Tenant shall be responsible for all repairs, replacements and alterations in and to the Premises necessitated
by (a) Tenant's use or occupancy oftl�e Premises, (b) the installation, removal, use or operation ofTeuant's Property or
15
PIER I IMPOR7'S BUILDING OFFICE LEASE
ULLRICH/DR'D EXECUT[ON DRAFT 7-6-20 SUITE 130UA
Leasehold Improvements, (c) the moving ofTe��ant's Properry into or out oftlie Building, or (d) the act, omission, mis-
use or negligence of`I'enant, its Affiliates, conh•actors or invitees. Tenant's work undei• this "7.1 must be (i) approved by
Landlord before commencement, (ii) supervised by Landlord at Tenant's expense, ifLandlord reasonably so requires,
arid (iii) perfonned 'ui compliance witli Law and ui a fi`st-class manner witli materials ofat least Building Standard. All
i•epairs will be perfomted by qualified contractors that meet Landlord's insurance i•equirements, provide Landlord with
the appropriate certificate(s) ofinsw•ance prior to the start ofworlc ancl are othelwise reasonably approved by Landlord.
IfTenant fails to perfonn any of its obligations under this �7.1 after written notice and expiration ofthe applicable cure
pei•iod, or in case ofemergency, then Landlord may peefonn such obligations a�ld Tenant will pay, as Rent to Landlord,
the cost ofsuch perfonnance, including an amount sufficient to reimburse Landlord for overhead and supervision, within
ten (IO) days after the date ofLandlord's invoice. For tl�e purpose ofperfoiming sucl� obligations, or to inspect die Prem-
ises, Landlord may entei• the Premises upon not less tlian ten ( I O) days' pi•ior notice to Tenant (escept in cases of actual
oi• suspected emergency, in which case no prior notice will be required) without liability to Tenant for any loss or da�n-
age incmTed � a result ofsuch ently, provided that Landlord will tal<e reasonabfe steps in connection with such enhy to
minimize any disrnption to Tenant's Uusiness or its use ofthe Premises. Tenant will notify Landlocd promptly after Ten-
ailt learns of (�) any fire or otl�er caslialry in the Premises, (y) any damage to or defect in the Premises, including the
fixhu�es and equipment in the Premises, fa• the repaic ofwhich Landlord might be responsible, or (z) any damage to oc
defect ul any pa�ts ofappurtenances oftlie Building's sanitaly, electrical heating, air conditioning, elevatoror other sys-
tems located in oi• passing througl� t(ie Pi•emises. To Landlord's best actual knowledge withoiit investigation or duty to
investigate, the Premises do not �•equire any repairs tl�at are the responsibility ofTenant hereinabove.
7.2 Landlo►•d's Repairs. Escept u pi•ovided in Alticles 10 and ]2 and except to the e:ctent sucli
obligations are expressly imposed upon Tenant here�inder, duriug the Teln1 Landlord sl�all repair, maintain and replace,
ifi�ecessaly, the Base Building and Common Areas, a�id shall othe�tivise keep die Project in good order and condition
according to the standards prevailing for comparable office buildings iu the area in which d�e Building is located. Except
in an emeigency, Landlocd will use commercially reasonable efforts to avoid disr��pting Tenant's permitted Use oftl�e
Premises in pei•focming Landlord's duties under this �7.2, but shall not be required to employ pcemium labor. Tenant
may not repaic or maintain d�e Project on Landlord's behalf oc offset azty Rent for any repair or maintenance of the
Project that is undertalcen by Tenant.
8. ALTERATIONS
81 Alterations by Tenant. "Alte��ations" mean any modifcation, addition or improvement to the
Pcemises or Leasehold Improvemeuts made by Tenant during the Term, including any modification to the Base Building
or Common Areas required by law or governing authority as a condition of performing the work. Alterations do not
include wocic performed under the Work Letter attached hereto �s Exhibit B. All Alterations, whether temporary or
permanent in character, made or paid for by Landlocd or Tenant will, without compensation to Tenant, become
Landlord's properry upon the expication or earlier ter•mination ofthe Lease. Alterations are made at Tenant's sole cost
and expense, subject to d�e following:
(a) Consent Required. All Alterations require Landlord's prior written consent. If a Design Problem
exists, Landlord may withhold its consent in Landlord's sole discretion; othelwise, Landlord will not
uuceasonably withhold its consent. Unless Tenant obtains Landlord's pcior written cottsent to the
Alterations becoming pat�t ofthe Premises to be tendered to Landlord on termination ofthis Lease,
Laudloi•d may require Teiiant to remove Alterations and cestore tlie Premises under §3.3 upon
termination ofthis Lease.
Notwithstanding the foregoing, following the Commencetnent Date, Tei�ant shall have the right to
perform Cosmetic Alterations in and to the Premises witliout need of Laudlord's prio�• consent, but
subject to all ofthe other applicable provisions ofthis Lease. As used herein, "Cosmetic Alteratious"
iiieans Alterations that �iot sri•uctural in nature a��d are confii�ed to tlie interior oftl�e Preniises, do not
affect die Base Building or any of the Base Building systems, a�•e not visible fi�om outside of the
Premises, do not increase Landlord's costs and expenses ofmaintainiiig, opecating or repairing tl�e
Buildi�ig oi• tlie Premises, or providin� the Standard Se�vices, and u�e of a qi�ality at least equivalenY to
Building Standard (which Building Standa�-ds sl�all be made available to Tenant upon request at auy
time). Examples of Cosmetic Alteratious include, but a�•e not liulited to, carpet and floor coverings,
paint and wall coverings, decorative ligkrting, etc.)
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Pf�R I IMPORTS BUILDING OFFICE LEASE
tJLLRICI-1/DWD EXECUTION DRAFT 7-6-20 SUITE 1800A
(b) Desien Problem Defined. "Design P�•oblem" means a condition that results, or will result, from worl<
proposed, being perfolmed oi• that has been completed that either:
(I)
��)
(3)
(4)
(5)
��)
i�)
�g)
Does not com�ly with Laws;
Does uot meet or e;cceed the Buildiug Standard;
Exceeds the capaciry of, adversely affects, is incompatible witli, or impairs Landlord's ability
to maintain, operate, alter, modify or impcove the Base Building;
Affects the exterior appearance ofthe Building or Common Areas;
Violates any agceement affecting the Project;
Ts a Required Removable (as defined belotv);
Violates any insurance regulations or standards for a fi`e-resistive office building; or
Locates any equipment, Tenant's Wiring or Tenant's Personal Property on the roofofthe
Building (except as specifically ag��eed to by Landlord), in Common Areas a� ui
telecommunication or electrical closets.
(c) A"Required Removable" is any item ofLeasehold Improvements or Alterations that, in Landlord's
reasonable judgment, is of a natuce that would require removal and repair costs that ace materially in
eYcess of the removal and repair costs associated with standard office improvetnents. Required
Removables shall inctude, withoirt fimitation, Tenant's Wiring, iuterual stair�vays, raised floors,
personal baths and showers, vaults, colling file systems and stmctural alterations and modifications.
Except as specifically agreed to in writing by Landlord in its sole discretion, the Required Reuiovables
shall be removed by Tenant before the Expiration Date. Tenant sliall i•epair daniage caused by the
installation or removal of Required Removables. If Tenant fails to perform its obligations n� a timely
matmer, Landlord may perfor�n such worl< at Tenant's expense. Tenant, at die time it requests appi•oval
for a proposed Alteration o�• Leaseliold Improvements (including any Tenant Impi•ovements or
Landlord's Work), may request in writing that Landlocd advise Tenant �vhether such Alteration or
Leasehold Improvement, or any poition thereof, is a Required Removable. Within teu (IO) days after
receipt of Tenant's request, Laudloi•d shall advise Tenant in writii�g as to �vl�icli pollioi�s of the
Alterations or othei• improvements are Required Removables.
(d) Performance ofAlterations. Alterations shall be performed by Tenant ul a good and workman-like
manner according to plans and specifications approved by Landlord. All Alterations shall comply with
law aud insurauce reqttirements. Landloi•d's designated contractors must petform Alterations affecting
tl�e Base Building or Mechanical Systems and all otlier work will be performed by qualified
contcactois that meet Landlord's insucance requicements, provide Landlord with the appropriate
ceitificate(s) of insurance prior to the stact ofwork and a�•e otherwise approved by Landlord. Promptly
after completing Alterations, Tenant will deliver to Landlord "as-built" CAD plans, proofofpayment,
a copy of all recorded documents required in §8.3 including the recorded notice of completion, and
unconditional lien releases fi�om all conh•actors, subconh•actors and materialmen thathave constmcted
or provided materials for all oc any patt of the Alterations. If the perfoin�ance of any Alteratiou by
Tenant interPeres with tlie l�arn�onioas labor relations in existence in the Building, all such wor]< shall
be halted immediately by Tenant until such time as coiistruction can proceed without a�iy such
interference.
(e) Bondina. Deleted.
(fl Alterations Fee. Tenant shall pay Landlord, as Rent, five percent (5%) ofthe total constr�tction costs
of the Alterations to cover revietiv of Tenant's plans and constcuction coordination by Landlord's
employees ("Alterations Fee"). In additioi�, Tenant shall i•eimburse Landlord for the actual cost that
Landlord ceasonably incurs to have engineers, architects or other professional consultants review
Tenant's plans and worlc in progress, oi• inspect the completed Alterations.
8.2 Alterations by Landlord. Landloi•d may modify, renovate or improve the Pi•oject as Laudlord deems
appropciate, provided Landlocd uses corrunercially reasonable effol ls to avoid discupting Teuant's perniitted Use ofthe
Premises.
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PIER i IMPORTS BUILDING OFFICE LEASE
ULLRICH/DR�D EXECUTrON DRAFT 7-6-20 SUITE iS00A
8.3 Lieus and Disputes. Tenant will Iceep title tr� the Land and Building, as well as Tenant's leasehold
interest in 8ie Premises, f'ee ofany liens concerning the Leasehold Improvemeuts, Alterations, or Tenant's Pecsonal
Property, and will promptly take whatever action is required to have any ofthese liens released and removed ofrecord
(inchiding, as necessary, posting a bond or other deposit). To the extent legally pennitted, each contract and subcontcact
for Alterations will provide that no lien attaches to or may be claimed against the Project. Tenant will indemnify
Landlord foc costs and expenses that Laudlord reasonably incws because ofTenant's violation ofthis §8.3.
9. INSUItANCE
9.1 Tenant's Insurance.
(a) Tenant's Coveraae. Before tal<ing possession ofthe Premises for a�ry purpose (including consh�uction
of Tenant Improvements, if any) and ducing the Term, Tenant will provide and I<eep in force the
following coverage:
( I) Commercial general liability insucance insw•ing Tenant's use and occupancy ofthe Premises
and use ofthe Common Areas, vld covering personal and bodily injury, deatl�, and damage
to others' property ofnot less than the Liability Limit. Eacl� ofthese policies shall include
ci•oss liability and sevei•ability ofinterests clauses, and be written on an occutTence, and not
claims-made, basis. Each of these policies shall name Landlord, the Building property
manager, each secured letider, and any other party reasonably designated by Landlord as a�i
additional insured ("Additioiia( Insured"). The conimeccial general liabiliry insurance
carried by Landlord or other Additional Insured pursuant to the terms ofthis Lease shall be
non-contributing a�ld Tenant's commei•cial geneeal liability insurauce shall be primaiy to any
such insurance carried by Landlord or other Additional Insured. Tenant's commercial
general liability insurance may be provided by a combination ofa primary and an umbrella
or excess liability policy, provided that such excess policy shall be on a"following form"
includiiig a"di•op down" feature ul case the limits ofthe pc•imaly policy are exhausted and
the prima,y policy shall not be less than $1 million for any one accident or occurrence;
(2) Property damage insl�rance a� a special ftllm basis covering all risks (including standard
extended coverage endorsement perils, leal<age f`om fire protective devices and othe�• �vater
damage) covering the full replacement cost ofthe Leasehold Itnprovements and Tenant's
Peisonal Property in amounts sufficient to prevent Tenant fr•om beco�ving a co-insurer and
subject oi�ly to such deductibles uid exclusions � Landlord may reasonably approve. Each
ofthese policies shall name Landlord and each Additional Insured as a�i additional insured as
well � a loss payee to the extent oftheic interest in the Leasehold Improvements. Each of
these policies shall include a provisiou or endorseiilent ii� wl�icl� t(ie ii�surer waives its right
of subrogation against Landlord and each Additional Insured;
(3) Insurance covering the pecils described in (2) for Tenant's loss of income oi• insurable gross
profits with a limit not less than Tenant's annual Rent;
(4) If any boilec or uiachinei•y (inchiding witliout limitation any supplemental HYAC
ec�uipment) is operated solely to provide service to the Premises, boilec and machineiy
insurauce, with a limit ofat least the Liability Limit;
(5) Insurance required by law, including �vorkers' compensation insurance;
(6) Employers liability insurance witll limits not less than $!ulillion/each accident;
$ Imillion/disease - each employee; $1 million/disease - aggcegate;
(7) Commercial automobile liability insurance covering a(l owned, hiced, and non-owned
veliicles with a combined single limit ofnot less than $I miliion for each accident or person.;
and
(8) Insurance covering the Leasehold Improvements a��d Tenant's Personal Peoperty against loss
or damage due to earthqual<e or difference iu conditions perils. Tenant may elect to self-
insiu•e this covei•age. IfTenant does not elect to self-insure this coverage, then eacll oftl�ese
18
PIER I[MPOR'I'S BUILDING OFFICE LEASE
ULLRICEI/llWD EXECUI'ION DRAFT 7-6-20 SUITE ISOOA
policies shall name Landlord and each Additional Insu�•ed a loss payee to the extent oftlieir
interest in the Leasei�old Improvements.
(b) Insurers and Tenns. Each policy required under (a) sf�all be wiitten with insurance companies licensed
to do business iii the state ui which tlie Buildiiig is located having a rating ofnot less than A+ and a
Financial Size Class ("FSC") of at least VIII by A. M. Best Company, and be o�i terms that are
acceptable to Landlord.
(c) Proof of Insurance. Tenant shall provide Landlord with cel lificates of insurance (including all
additional insur•ed and loss payee endorsements) oi• otlier reasonable proof � requii•ed by Landlord
tl�at d�e coverage required �mdec (a) is in effect. The certificate of insut•ance shall state that the
insurance carriec �vill give Landlord and all othec persons aild entities named as certificate holders aY
least thii�ty (30) days prior notice of any cancellation or modification of the policies. In addition,
Tenant will provide Landlord with certiiicates of insurance (including all additional insured and loss
payee endorsements) or other reasonable proofofrenewal or replacement at least thirty (30) days prior
to any policy expiration and failure to pcovide same shall be a default. IfTenant fails to insut�e or pay
premiums, or to file satisfactOly proofas i•equired above, Landlord may, upon a minimum ofriventy
four (24) hours' notice, effect such insucance and recover from Tenant on demand any premiums paid.
Failure ofTenant to provide any insurance required by this Lease shall not be constmed as awaiver of
liability or any li�nit of damages, the parties eapressly agreeing that die requirement to cany insurance
shall not be deemed to be a�� acicnowledgment or agreement tt�at said insurance is adequate to cover
tlie damages 5o insured.
(c� Waiver ofSubroeation. Landlord and Teuant each hereby releases and relieves the other pa��ty and
hereby waives its entire right ofrecovely against such other party fo�• any and all loss or damage to
any property, including, without limitation, the Building, any and all Leasehold �mprovements and
any and all Tenant's Personal Property, arising out of or incident to perils insured against or that could
have been insured against by a"special form" policy ofproperty insw�ance, even ifthis loss or damage
i� due to the negligence of the othec party. This waiver will include a waiver by both Landlord and
Tenant ofall rights ofsubrogation that Landlord's or Tenant's respective insurers may have against
Yhe otl�er paety. Landlord az�d Tenant shall, upon obtaining a policies of insurance covering property
loss or damage to Leasehold Improvements or Tenant's Personal Pcoperty give notice to its insurance
carrier or cmTieis that fl1e fore�oing waiver of subrogation is contained in this Lease, and if the
insurauce policy does not permit Landlord or Tenant to �vaive its insurer's rights ofsubrogation, then
the policy shall contain an endorsement in whicli the insurer waives all of its rights of subrogation
against Landlord or Tenant, as the case may be.
9.2 Landlord's Insurance. Landlord shall maintain fire and otl�er casualry property iilsurauce o�� the
Building at replacement cost value as reasonably estimated by Landlord, together with such other insurance coverage as
Landlord, in its reasonable judgment, may elect to maintain.
10. DAMAGE OR DESTRUCTION
10.1 Damage and Repair. Ifall or any part ofthe Project is damaged by fire oc other casualty, then the
pai�ties will proceed as follows:
(a) Landlocd's Estimates. Landlord will assess the damage to the Project (but not the Leasehold
Improvements) and notify Tenant of Landlord's reasonable estimate of the time required to
substantially complete cepairs and restoration ofthe Project ("Repair Estimate"). Landlord wilf also
estimate ("Inte►�ruption Estimate") the time that the Premises will be "Untenantable", which shall
mean tliat Tenant is actually unable to use all o�• any portion ofthe Premises for the normal conduct of
its business. Within flully (30) days after the later ofthe casualty, issuance ofthe Repaii� Estimate,
issuance ofthe Intelrnption Estiniate, or receipt ofury denial ofcoverage or resecvation ofrigl�ts fi•om
Landlord's insurer, each party may terminate this Lease by written notice to the other on the following
conditions:
(I) Laudlord iiiay elect to tenninaYe this Lease if:
(A) The Repair Estimate exceeds one l�undred eighty (180) days; or
19
PIER I rMPORTS BUILDING OFFICE LEASG
ULLRICI-t/DWD EXECUTION DRAF'I' 7-6-20 SUITE 180UA
(B) The damage or destruction occurs in the last twelve (12) nlonths oftlie Term; or
(C) The repair and restoration are not fully covered by insurance maintained or required
to be maintained by Landlord (subject only to those deductibles or retentions
Lanc(lord elected to maintain), any �nortgagee requires tliat the ins�u•ance proceeds
be applied to the payment ofthe mortgage debt, Landlord's insurer denies coverage
oc reselves its rigl�ts on coverage or Landlord determines in good faith tl�at it is not
economically feasible to repair or restore the Building.
(2) Tenant may e.lect to temiinate this Lease ifthe Interruption Estiulate exceeds one hundred
eighty (180) days, of•, iftl�e casualty occ�ured in the last rivelve (12) montl�s ofthe Teliv, if
the Interruption Estimate eYceeds thirty (30) days.
(b) Repairs• Ifneither party tel�uinates the Lease under (a), then the Lease shall remain in full force and
effect and the parties will proceed as follows:
(1) Landlord will repair and restore the Project (but not Leaseliold Improvements) to the
condition existing prior to such damage, eacept for modifications required by law. Landlord
will perform such worlc with ceasonable prompt��ess, subject to delay for loss adjustment,
delay caused by Tenant and Force Majew•e.
(2) Tenant will repair and i•estoi•e the Leasehold Iulpi•ovements �vitli reasonable promptness to
tlle condition existii�g prior to sucli damage, but not less than cuerent Building Staudai•ds,
except for modifications required by la�v.
(3) Tenant may not termi��ate this Lease ifthe ach�al time to perform fl�e repairs and restoratioi�
exceeds die Repaii• Estimate, or tlie achial intenuption exceeds tlie Interruption Estii�iate.
10.2 Rent Abatement. If, as a result ofthe damage or destruction lulder� I0.1, any pai�t oftl�e Premises
becoilies Untenantable for more than three (3) consecutive business days, then a proportionate amouilt ofTenant's Base
Rent and Additional Rent for the Untenantable part oftlie Premises shall be abated fi•om the 4ll, consecutive business day
until the earliec ofthe date (a) tlie damaged or destroyed pai�t ofthe Premises becomes tenantable, or (b) fifteen (1� days
after Landlord completes its requiced repairs and restoration. Tenant's sole remedy against Landlord for damage or
destruction ofany part oftlie Project is abatement ofBase Rent and Additional Rent iuidei• this� 10.2, and Landlord will
not be liable to Tenant for any inconvenience oc atlnoyaiice to Tenant or injuiy to the business ofTenant resulti��g ii aziy
way fi•om damage caused by fire or other casualty or the repaii• of such damage, or for any other amount, including
damages to Tenant's Pecsonal Property, consequential damages, achial or constructive eviction, oi• abatement of any
other item of Rent; pcovided however that, to the extent Tenant remains in possession of a portion of the Premises,
Landlord �vill take all reasonable steps to minimize the disruption to Tenant's business and use of sttch portion of the
Premises during any period ofrepair.
11. IND�MNITY
111 Claims. "Claims" mean any and all liabilities, losses, claims, demands, damages oc expenses that are
suffered or incurced by a party, incl��ding, but not limited to, attorneys' fees reasonably incucred by that party in the
defense or enforceiuent oftl�e rights oftiiat party.
ll.2 Landloi•d's Waivei•s and Tenant's Indemnity.
(a) Landlord's Waivers. Landloi•d waives any Claims against Tenant a�id its Affiliates for damage to or
loss of Landlord's property insured or required to be insured by Landlord under §9.2.
(b) Tenaut's I��demnitv. Unless waived by La�idlocd under§ 11.2(a), to the exte��t not expressly pi•ohibited
by Law, Tenant will indenuiify and defend Landlocd and its Affiliates and Ilold eacl� oftliem harmless
f�om u�d against Claims arising fi•om:
(1) Any defect, deficiencp in or accident or occuITence a1 or about the P��emises, excepC to the
extent caused by Landlord's or its Affiliates' negligence or willfi�l misconduct; or
(2) Tenant's or its Affiliates' negligence or willfiil misconduct oc breach ofthis Lease; or
20
PIER I IMPORTS BUILDING OF[1CG LEASG
ULLRICH/DWD �XECU"I'ION DRAF"I' 7-6-20 SUITE 1S(�A
(3) Any claiui for conuliissio�i or otliec compens�tion by any person otl�er tl�an the Brokers for
seivices rendered to Tenant in pcocaring this Lease.
11.3 Tenant's Waiveis and Landlo�•d's Indemnity.
(a) Tenant's Waivers. Tenant waives any Claims against Landlord and its AfFiliates fo�:
(I) Pei•ils iusured oc i•equii•ed to be insured by Tenant undec subsections (2), (3) and (8) of
�9.1 (a), except to the extent caused by the negligence or willful misconduct of Landlord or
its Affifiates, but in all events Tenant waives any Claims for any special or consequential
daniages (such as intelrnption of business, loss of income, or loss of opportunity) to the
extent not expressly prohibited by Law, and for loss or damage to Leasehold Improvements
and TenanYs Personal Property; or
(2) Datnage caused by any public utility, public work, other tenants oi• occupants oftl�e Project,
or pe�sons other than Landlord.
(b) Landlord's Indemuitv. Unless waived by Tenant under (a), to tiie eatent not expressly prohibited by
Law, Landlord will indemnify a��d defend Tenant and its Affiliates and hold each ofthem l�armless
f�o�u and against Claims arising fi•om:
(I) Landlord's or its Afiiliates' negligence or willful misconduct or breacl� ofthis Lease; or
(2) Any claim for commission or otlier compensation by any person other thau the Brokeis for
services rendered to Landlord in pcocuring tliis Lease.
ll.4 Affiliates Defined. "Affiliates" means with respect to a party: (a) tl�at party's partners, co-members
and joint venturers, (b) each corporation or other entity that is a parent or subsidiaiy oftliat party, (c) each cocporation or
other entity that is contcolled by oi• under common control of a parent of such party, a�id (c� tlie dii•ectors, officecs,
employees aud agents ofthat party and each person or entity described m this§ I 1.4(a-c).
11.5 Su�vival of Waivers and Iudemnities. Landlord's and Tenant's waivers utd indemnities under§ 11.2
and � Il3 will suivive the expication oc early termination ofthis Lease.
12. CONDEMNATION
12.1 Taking. "Taking" means acquiring ofall or pai�t oftlie Project for any public or quasi-public use by
exercise of a right ofeminent domain or under vry other law, or any sale in lieu thereof.
(a) Total Takine. If, because of a Taking, substantially all of the Premises are Untenantable for
substantially all ofthe remaining Term, then this Lease shall terminate on tile date ofthe Taking.
(b) Partial Takiti�. Ifa Taking does uot cause t(iis Lease ro be terminated undec (a), tl�en Landlord will
restore (and altec, as necessary) the Premises to a tenantable condition, unless tl�is Lease is terminated
by either Landlord oe Tenant undec the follo�ving circumstances:
(I) Landlord may terminate tliis Lease upon sixty (60) days prior written notice to Tenant if
Landlord reasonably determines that it is uueconomical &� restore or altec the Premises to a
tenantable condition.
(2) Tenant may terminate the Lease upon sixty (60) days prior �vritten notice to Landlord ifthe
Taking causes more flian twenty percent (20%) oftlie Premises to be Untenantable for the
cemainder oftlie Teetn and Teiiant cannot reasonably operate Teuant's business for tlie Use
in the remaining Pf•emises.
(c) Iftlie Lease is not terminated under (a) or (b), tl�en the Rent will be reduced for tl�e term oftlie Tal<ing
based upon the RSF offlie Premises made Untenantable by tlie Taking.
12.2 Awards. Landlord is entitled to the entire award for a�iy claim Por a taking ofa�iy inte►�est ui this Lease
or tlie Project, �vithout deduction or offset for Tenant's estate or interest, and Tenant hereby waives all claims for loss of
impairment of its leasehold interest; howevec, Tenant may malce a claim against the condemning authority for relocation
expenses and damages to Tenant's Personal Pi•opeliy and business to the extent that Tenant's claim does not reduce
Landlord's award.
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F'[i�It I 7MPOI2'IS BUILD'CNG OFF[CE LEASE
ULLRICH/DWD EXECUTION DRAF'I' 7-6-�0 SUI'I'E 1800A
13. TENANT TRANSFERS
13.1
��)
(b)
(c)
(d)
(e)
Transfer De6ned. "Transfer" means any:
Sublease ofall or part ofthe Pcemises, or assignment, mortgage, hypothecation or other conveyance
ofan interest in this Lease;
Use ofthe Premises by airyone other than Tenant witl� Tenant's consent;
Defeted
Deleted
Transfec ofeffective control ofTenant.
13.2 Cousent Not Required. Upon notice to Landlord, but without Landlord's prior consent, Tenant may
effect a Transfer to a Pelmitted Transferee. A"Per►nitted Transferee" is any person or entity tliat meets all ofthe
following i•equirements and specifically excludes a Transfer pursuant to 5 13. I(c) above:
(a) The transferee (I) controls, is controlled by, oc is under common control with Tenant (for purposes
heceof, "control" shall mean owneiship ofnot less tl�an fifly percent (50%) ofall ofthe voting stock
or legal and equitable interest m the entity ui question), (2) resttlts f`om the mei•gecor consolidation of
Tenant, or (3) acquires all or substantially all ofthe stocic and/or assets ofTenant as a going concern;
(b)
(c)
The transfei•ee has a tangible net worth immediately following tlle Transfer not less than dte gceater of
(I) Tenant's taugible net woi�tl� immediately before the Transfer, oi• (2) Tenant's tangible net wortli as
ofthe execution ofthis Lease; and
The transferee's occupying the Premises will not cause Landlord to breacli a�ry otlier lease or other
agceement affecting the Pi•oject.
133 Consent Reqaired. Each proposed Transfer, other than those permitted under § 13.2, requires
Landlord's prioc consent, ��vhicl� case the parties will proceed as follows:
(a) Tenant's Notice. Tenant sliall notify Landlord at least thirty (30) days prior to the proposed Transfer
ofthe name and address ofthe proposed transferee and the proposed use ofthe Premises, and include
in the notice the Transfer documents and copies of the proposed transferee's balance sheets and
income statenients (botl� current and for the past two [2] years).
(b) Landlord's Ri�hts. Witl�in thirty (30) days after receipt of Tenant's complete notice, Landlord may:
iI)
i2)
(3)
Deleted.
Deleted.
Consent or deiry consent to the proposed Transfei; consent not to be unreasonably witlilleld,
delayed or conditioned subject to all of the following being satisfied:
(A)
iB)
(C)
iD)
Landlord determines, in Landlord's reasonable discretion, that die proposed
transferee has the financial capacity to meet its obligations under d�e proposed
Transfer;
The proposed use is consistent with the Use and will not cause Landlord to be in
breach of any lease, law oc othec agreement affecting the Project;
Tl�e proposed transfecee is typical oftenants that directly lease premises in first-
class office buildings;
Tlie proposed transferee is not a govermnental or diplomatic entiry;
(E) The proposed transferee is not named on the list of Specially Designated Nationals
and Blocked Persons maintained by the Office of Foreign Assets Control of the
United States Depactment oftl�e Treaswy or any such similar list maintained by die
state or federal govef•nment;
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PIER I IMPORTS BUILDING OFFICE LEASE
ULLRICH/DWD EXECUTION DRAFT 7-6-20 SUITE 1800A
(F) The proposed h•ansferee is not �i eaisting tenant or an Affiliate of an eaisting
tenant, noc aparty with whidi Landlord is actively negotiating to lease space ul the
Building (nor l�as, in tlie last si� [6] months, beeii actively negotiating � lease
space in d�e Building); and
(G) Tenai�t is not in default �inder this Lease after written notice and expiration ofthe
applicable cure period.
(c) Compellintr Consent. If Landlord does not consent to a Trinsfec, Tenant's sole remedy against
Landlocd will be an action for specific performauce or declaratory relief, and Tenant may not
tenninate this Lease or seel< monetary damages.
13.4 Payme►rts to Lancllord. Tenant sl�all pay Landlord one hundred percent ( l00%) ofTransfer receipts
that exceed TenanYs Rent (on a per square foot basis); after Tenant is reimbuised for Teuant's reasonable a�id customaiy
out-of-pocket costs incmTed in the Transfec, including attorneys' fees, Alterations, and broker commissions. Tenant shall
pay Landlord a$1,000.00 review fee for each proposed Transfer, excepting those in wl�ich Landlord e�ercises its rights
under subsection (I) or (2) of§ 13.3(b).
13.5 Effect of Transfers. No Ti•ansfer releases Tenant or airy guarantor of this Lease fi•om any Lease
obligation. EYcept for transfers under� 13.2, any ti•ansfer that is not consented to by Landlord pursuant to� 13.3 shall be
void. Landlord's acceptauce of a payment fi•om any person or entiry other than Tenant tl�at occupies the Premises does
not �vaive Tenant's obligatio�ls under this Acticle 13. IfTe�iant is n� default ofthis Lease, Landlord may proceed against
Tenant witl�out exliausting any renledies against any transferee and ivay require (by written notice to any transferee) any
tcansfei•ee to pay Traiisfer rent owed by Tena�it directly to Landlord (wliich Landlord will apply against Tenant's Lease
obligations). Termi�iation of this Lease fa• auy reason will not result ii� a merger. Each sublease will be deemed
terminated upon termination of this Lease unless Landlord notifies the subtenant in writing of Landlord's election to
assume any sublease, in which case the subtenant shall attorn to Landlocd under the executory terms ofthe sublease.
14. LANDLORD TRANSFERS
14.1 Landlot�d's T►•ansfe►•. Landlord's i•ight to tca��sfer any intecest in t(ie Project or this Lease is not
limited by tliis Lease. Upon any such transfer, Tenant will attorn to Landloi•d's transferee and Landloi•d will be released
f`om liability under this Lease, except for any Lease obligations accruing before the transfer that are not assumed by the
transferee.
14.2 Subordination. This Lease is, and �vill at all times be, subject and subordinate to each ground lease,
mortgage, deed to secure debt or deed of trust now or later encumbering the Building, including eacli renewal,
modification, supplement, amendment, consolidation or replacement tliereof(each, an"Encumbrance"). At Landlord's
i•equest, Tenant will, without charge, pi•omptly execute, acknowledge uid deliver to Landlord (or, at Landlord's request,
the Encumbrance holder) any instrument reasonably necessary to evidence this subordination. If the Tenant fails to
execute or deliver any sucll instcument witliin five (5) days after request, Tenant heceby inevocably appoints and constituCes
Landlord as Tenant's agent and attorney-in-fact for the pur}�ose of executing any such agreement ar►d instrument for and on
behalf of Tenant. Notwithstanding the foregoing, each Encumbrance holdec may unilaterally efect to subordinate its
Enctunbrance to this Lease.
14.3 Attornment. Tenant will automatically attorn b� any ri•ansferee of Landlord's i»terest in the Project
that succeeds Landlord by reason ofa termination, foreclosw•e or enforcement proceeding ofan Encumbrance, or by
deliveiy of a deed in lieu of any foreclosure or proceeding (a "Successo►• Landlord"). In tliis event, the Lease will
continue in fiill force and efFect as a direct lease between the Successor Landlord and Tenant ai all ofthe terms ofthis
Lease, eYcept that the Successor Landlord shall not be:
(a) Liable for any obligation ofLandlord under this Lease, or be subject to a�ry counterclaim, defense or•
offset accruing Uefore Successor Landlord succeeds to Landlord's interest;
(b) Bound by any modification or ai��endment ofthis Lease made without Successor La�idlord's consent
other tl�an iuodifications oc aniendments resulting f`om the exercise by apacty ofarigl�t granted undec
this Lease;
(c) Bound by any prepayment ofmore than one montk�'s Rent except to the extent such prepayment is
cequired under this Lease;
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P1ER 1 rMPORTS BUILDING OFFICE LEASE
ULLRICH/DWD EXECUTION DRAFT 7-6-20 SUITE 1800A
(d)
(e)
(d)
(e)
14.4 Estoppel Certificate. Within ten (10) business days after receipt ofLandlord's written request, Tenant
(and each guarantor and tcansferee of an interest in the Lease) will execute, acl<nowledge and delivec to Landlord a
certificate upon which Landlord and eacli existing or prospective Ei�cumbrance holder may rely confinning the following
(or any e�cceptions to the followiug):
(a)
(b)
(c)
15.
�fl
ig)
(h)
(i)
Obli�ated to ceturn any Security Deposit not paid over to Successor Landlord; or
Obligated to perform any impcovements to the Premises (or provide a�i allowance the�•efor). Upon
Successor Landlord's cequest, Tenant will, without chai•ge, promptly execute, acla�owledge and
deliver to Successor Land(ord any instrument reasonably necessary or required to evidence sucli
attonunent.
The Commencement Date and Eapiration Date;
The documents that constitute the Lease, and ttiat the Lease is unmodifed and in fiill force and effect;
The date through �vhich Base Rent, Additional Rent, and other Rent has been paid and flie then cwTent
rates of same;
Tliat neither Landlord nor Tenant is in default of tliis Lease;
That Landlord lias satisfied all Lease obligations to in�prove tlte Pi•emises (or pi•ovide Tenant an
allowance therefor) and Tenant has accepted flie Premises;
That Tenant solely occupies ttie Premises;
The amount ofany Security Deposit;
Acknowledgment that the estoppel ceitificate can be relied upon by an Encumbrance holder; and
Such otlier matters concecning this Lease or Tenant's occupancy that Land(ord may reasonably
require.
Such estoppel cei�tificate ivay be in the foi7u set fortl� as the NLT in Eshibit C or such otl�er fo�7n as required
by Landlord.
DEFAULT AND REMEDIES
15.1
(a)
Tenant's Default. Tenant is in default ("Defaulf') ofthis Lease ifany ofthe following occut:
Tenant fails to pay Rent when due, and the failure continues for five (5) days after notice to Tenant of
tlie failuce.
(b) Tenant fails to perfonil a non-moneta�y Lease obligation and the failure continues for thirty (30) days
after notice to Tenant ofthe failure, except that (1) in an emergency Landlord may require Tenant to
perform this obligation in a reasonable time of less than thirty (30) days, or (2) if Tenant begins
performing this obligation within five (5) days after notice to Tenant of this failuce, but it will
reasonably take more than thirty (30) days to complete pei-forming the obligation, then Tenant will
have areasonable amount ofadditional time to complete performing die obligation. However, ifsuch
breacli or noncompliance causes or results iu (i) a dangerous coudition on the Premises or tl�e Building,
(ii) any insurance coverage carried by Landlord or Tenant with respect to the Premises or Building
being jeopardized, or (iii) a material distucbance to another tenant, tlien a Defa�ilt will exist if such
bceach or noncompliance is not cured as soon as reasonably possible aftee notice by Landlord to
Tenant, and in any event is not cured within thit�ty (30) days after sucl� notice. For purposes ofthis
§ 15. I(b), financial inability will not be deemed a reasonable ground for failure to immediately cuee
any bi•each of, or failure to comply with, the provisions ofthis Lease.
(c)
(d)
(e)
Tenant coi�suiiimates a Trausfei• that violates Ai�ticle I3.
Tenant fails to discharge a��y attachment or levy on Tenant's intei•est in this Lease within thirty (30)
days after the attachment or levy encumbet•s tliis Lease.
Tenant fails to cause a�ry of the following proceedings to be vacated or dismissed within sixty (60)
days after they u�e conunenced: (1) the appointmeiit ofa receiver or trustee ofthe assets ofTeuaut or
24
PIER I IMPORTS BUILDING OFFICE LEA5E
ULLRICJ-1/UWD EXECUTION DI2AF'P 7-6-20 SUITE 1800A
any guarantor oftl�is Lease, (2) the volui�tary of• involuntaiy ban(ccuptcy ofTenant or any guarantoc of
tl�is Lease, or (3) a��y assigmuent for the be�tefit ofcreditors oftlie assets ofTenant or any guaraiitor of
this Lease.
(fl
�g)
Deleted.
Tenant is named on t}ie list ofSpecially Designated Nationals aiid Blocked Persoiis maintained by tlie
Office ofForeign Assets Control oftl�e United States Department oftlie Treasury o�• a��y such similai•
list �naintained by the state or federal government.
15.2 Remeclies. Ifany Default occucs, Landiord shall have the cights and remedies set forth in this Lease
which shall be distinct, separate and cunuilative and shall not operate to exclude a• deprive Landlord ofany other right or
remedy allowed it by law or at equity.
(a)
N)
Landlord may proceed for past due Rent, reseiving its right to proceed later for the remaining Rent
payments as tliey become due and, at Landlord's option, for specific perfonnance and/or an injunction
requiring Tenant's perfonnance oftliis Lease.
Deleted.
(c) Landlord may tecminate this Lease by giving notice to TenantofLandlord's election to do so, in which
evei�t the Ter�n ofthis Lease shall end, and all riglrt, title and interest ofTenaut hereunder sVia(I expire,
on the date stated in such notice. In no event sl�afl either re-entry o�• the taking of possession of the
Premises by Landlord be constrned as an election by Landlord to terminate this Lease. Wcitten notice
alone shall be proof of any such election by Landlord. Upon such Lease termination, Tenant shall
surrender possession, vacate the Premises and immediately delivec possession to Landlord in the
condition required in this Lease. Landlord may, with due process oflaw, re-enter and take possession
of the Pi•emises without being liable foi• prosecution for such action or being deemed guilty of any
manner oftrespass, without diminishing any �•emedies for collection ofRent, and without relinquishing
any other right ofLandlord, and Tenant will be and remain liable, not only for all Rent due and other
obligations incurred up to the date on which Landlord's tennination became effective a�id for all holdover
damages tliat accrne under this Lease until Tenant vacates oi• is removed finm the Pi•emises, but also for
stipulated or liquidated damages for its nonperfocmance and Landlord's loss ofthe bargain and not as a
penalty in a�i amount equal to the swn of:
(1)
�2)
��)
all Repossession EYpenses, Reletting Expenses and Enfoi•cement Costs that Landloi•d incu►•s;
plus;
the greatest of(A) deleted (B) the Unamortized Initial Costs, or (C) tlie Landlord's Dainages;
plus
interest at tlie Default Rate fi�om tlie date such u�e incurred and/or the termination date, as
applicable, througli the date of payment to Landlocd.
Notwithstanding anything contained in this Article 15, there sliall be no duplicate recoveiy ofdamages un-
der any ofdie provisions ofthis Article 15.
(c� Landlord may terminate Tenant's right to possession oftlle Premises without terminating tlus Lease by
giving written notice Yo Tenant that Tenant's right to }�ossession shall end on the date stated in such
notice, and all right ofTenant to possession oftlie Premises o�• any part tliereofsl�all cease on the date
stated in such notice. An election Uy Landlord to terminate Tenant's riglit to possession offlie Premises
witliout terminating this Lease sha(l not preclude a sLibsequent election by Landloed to terminate this
Lease.
(1) Upon such tennivation ofTenant's right to �ossession ofthe Preniises, Landlord may, with
due process of (aw, re-enter and talce possession ofall or any �art ofthe Pcemises, without
additional demand or notice, and repossess the same and expel Tenant and any party claiming
by, tlirough or under Teuant, a�id remove the effects ofboth, in accordance with applicable
laws, without prejudice to azry remedies for arrears ofRent or right to bring any pcoceeding
for b�•each ofcovenants or conditions. No such reenhy or taking possession ofthe Pi•emises
by Landlo�•d will be construed as a�i election by Landlord to terminate this Lease unless a
25
PIER I IMPORTS BUILDING OFFICE LEASE
ULLR[CH/DWD GXF.CU"I'ION DRAFT 7-6-20 SUI'I'E 1800A
wi•itten notice ofsuch intention is given to Tenant. No notice fi•om Landloi•d or notice given
under a forcible enh-y and detainer stahtte or similar Laws will constitute an election by
Landloi•d to tenninate this Lease �inless such noYice specifically so states.
(2) Landlord shall malce conunercially reasonable effoi•ts to relet the Premises or poctions
thereof, so as to mitigate Landlocd's damages, to the exteirt required by applicable Law.
Laudlord and Teuant agree tl�at Landlord may relet for such term or tenns and ai sucli
conditioiis and otl�er telms �s Landlord, in its discretion, determines, and that Landlord shall
not be rec�uired to (A) obseive u�y instrnctions aiven by Tenant about sucf� reletting; (B)
lease tlie Premises pcior to otlier space owned, controlled or uia�iaged by Landlord oi• its
Affiliates; oi• (C) tease tl�e Preuiises at below marl<et rates;
(3) Any i•ent received by Landlord fi•om ce-letting the Premises shall be deemed to reduce
Teuant's indebtedness to Laudlord as follo�vs (A) first, to reduce Tei�ant's obligation to
reimburse Landlord for Repossession Expenses, then (B) to reduce Tenant's obligation to
reimburse Landlocd foc Reletti�lg Expenses, tl�en (C) to reduce Tenant's obligation ta
ceimburse Landlord foi• Unamortized Landlord Costs, then (D) m 1•educe Tenant's obligation
to Landlord for Enforcement Costs, then (E) to reduce Tenant's ob(igation for the payment
ofRent rese�ved ui the Lease for t(ie remaindec ofthe stated Term ofthe Lease. In no event
shall Tenant be entitled to a reductiou (of its indebtedness to Landlord) in an amount in
e�cess of tlie aggregate suul of Rent wliich would liave been payable by Tenant for the
i•en�ainder ofthe stated Term ofthis Lease, as ifno Default had occw•red;
(4) Tenant shall pay to Landlord ai amount equal to the Rent which would have been payable by
Tenant for tlie remainder of the stated Tei•m of the Lease, less any applicable reductions
pursuant to �15.3(d)(3) above as flie same becomes due, without notice or demand; and
(5) Tenant shall, upon demand, reimbuise Landlord, with intecest at the Default Rate f�om the
date incurred through d�e date of payment to Landlord, die following: Repossession
E�cpenses; Reletting Expenses; Unamortized Landlord Costs and Enforcement Costs.
(e) Landlord may enfoi•ce tlie provisions ofthis Lease and may enforce and pi•otect the riglits ofLandloi•d
by a suit or suits in equity or at law for the specific performance of any covenant or agreement
contained in this Lease, or for the enforcement of any other appropciate legal or equitable remedy,
including recoveiy ofall monies due o�• to become due fi•om Tenant under any ofthe provisions ofthis
Lease.
(fl Landlord may, but shall not be obligated tq cure Tenant's Default by mal<ing any payment or
perfonning sucll other act to tlle extent Landlord may deem desirable. Any such cure by Laiidlord shall
be without notice and sha11 not waive or release Tenairt fi•om any obligation under this Lease. Tenant
covenants and agrees to pay Landlord, upon demand, all advances, costs and expenses incurred by
LandLoi•d in connectioti witl� such cure, including i•easoi�able attorney's fees, togetlier with interest at
the Default Rate, fi•om tlie date such a�•e incurred by Landlord to the date ofpayment � Landlord.
(g) Provided that Laildlord performs its obligations to inaintain and operate fl�e Building � set fo�th in ttiis
Lease, Landlord may, without liability to Tenant or any otl�er party and without coustituting a
constructive or acriial eviction, suspend or discontinue fi�rnisl�ing oi• rendering to Tenant any pi•operty,
material, labor, or otlier service, including without limitation parlcing services but excluding the
services set foith iu�§ 6.l(a)(I), (2), (4) a�id (6), so long as a Default exists under this Lease,
(h) If Landlocd e�ercises its cights pucsuant to Sections 15.2(b) or 15.2(c) above, tl�en a(ternatively, at
Landlord's option, Landlord will be entitled to recover fi•om Tenant, � damages for loss ofthe bargain
and not as a penalty, a�i aggcegate sum equal to:
(1) all unpaid Base Rent, Additional Rent and otlier Rent foc any period prior to the ternlination
date or d�e cepossession date, as the case may be (inchiding interest from the due date to the
date of tl�e award at the Default Rate described below), plus any other sum of money and
damages owed by Tenant to Landlord for events or actions occurring prior to tl�e termination
date or the repossession date, as the case may be, plus
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PtER I th4PORTS BUtLDING OFFICG LEASE
ULLRICi-1/DWD EYECUTION DRAPT 7-6-20 SUITE 1800A
(2) the present value at the time oftermination or eepossession as the case may l�e (calailated at
tl�e rate commonly called d�e discount rate in effect at the Federal Reselve Banl< ofNew Yorlc
on d�e tennination date or N�e repossession date, as the case may be) oftlie amolmt, ifany, by
which:
(A) tl�e aggregate ofthe Base Rent, Additional Rent and all other Rent payable by Ten-
ant under this Lease that would I�ave accrued for tlie balance offlie Tenn after ter-
mination or repossession as the case may be (with respect to Additional Rei�t, such
aggregate will be calculated Uy assuming that Expenses and TaYes for the calendar
year in �vhich termination or repossession, as the case may be, occws and for each
subsequent calendai• yeac cemaining in the Teml ifthis Lease I�ad not been tei•mi-
iiated or ifLandlord IZad not repossessed tl�e Premises, as the case may be, will in-
crease by five peccent (5%) per year over the amount of Expenses and Ta�ces for
the prior calendar year), exceeds
(B) tl�e amount ofsucl� Base Rent, Additional Rent and other Rent whicli Landlord �vill
i•eceive for tlie i•emainder oftlie Term f�om any reletting ofthe Premises occur�ing
prior to the date of the award, or if tlie Preiliises have not been i�let prioi• to tl�e
date ofthe award, the amount, ifany, ofsuch Base Rent, Additional Rent and othec
Rent whicl� could reasonably be recovered by reletting the Premises for the re-
mainder oftlie Term at the then-curreut Faii• Market Rent, in either case tal<ing into
consideration d�e Reletting Expenses, plus
(3) interest al the amount described in (2) above f�om the terminatioil date or the repossession
date, � the case may be, to the date ofthe a�vard at the Defau(t Rate defined below.
15.3 Definitions.
(a) "Enforcement Costs" sliafl be all sums, costs, expenses and damages (in addition to Repossession
Expe�ises, Reletting Expenses, and Unautortized Landloi•d Costs) �vhich are incuJTed by Landlord in
enforciug Tenant's obligations under this Lease oc by reason of Tenant's Default, inclLicii�ig witliout
liniitation, those arising out of any action brought by Landlord against Tenant to interpret any
provision of this Lease oi• in connection �vith a banla•uptcy or an assigilment for tlle benefit of
creditors.
(b) "Fai�� Market Rent" sliail be u� ainount equal to the fair inarket rental value ofthe Premises for t(ie
remainder ofthe stated Telm ofthis Lease, talcing into consideration tlie Reletti�lg Expenses Landlord
might incui• upon reletting oftlie Premises. However, Uie Faic Market Rent shall be zero foe any period
prior to the time at whicli Landlord could reasonably have been expected to l�ave obtained a uew tenant
for the Premises, aud ifLandloi•d has leased the Prenuses to anew tenant, then Yhe reutal payable by the
new tenant will be deemed to be the Fair Market Rent for the Pcemises, and the period bet�veen the
tennination of Teuant's possessiou under this Lease az�d the couunencement of ��e new lease will be
deemed to be the time within which Landlord could reasonably have been e;cpected to have obtained a
new tenant for the Premises.
(c) "Landlord Costs" shall be such concessions a�id expenses iucurred Uy Landlord by or for Tenant
cegarding tl�is Lease prioi• to, or during the Term (includiiig any renewals oi• extensions thereofl,
including without limitation; (1) costs and expenses of improvements, remodeling, redecoration or
refurbisliing ofthe Premises; (2) any and all allowance(s) paid, or ci•edit giveu, for the improvement,
remodeling, redecoration or refiu•bishing ofYhe Preulises; (3) any fr�ee, escused or abated cent; a��d (4)
any brokec's fee or other similar fee, sum or eapense.
(d) "Landlord's Damages" shall be an amount equal to the present value of tl�e amount Uy which the
Remainder Rent eaceeds tlie Fair Marlcet Rent for the reii�ainder oftl�e stated Term ofthis Lease. Tlie
present value shall be computed on the basis of a discount rate equal to the then-cuJTent yield on
United States Treasuiy obligations having a matucity approaimately ec�ual to the renlainder ofthe
staCed Term oftliis Lease, as deteciuined by Landlord.
(e) "Unamoi•tized Landlord Costs" shall mean the amount remaining � ofthe date in question oftlie
Landlord Costs that have beei� anloitized over the initial Tellll of the Lease at an interest rate of ten
27
PIER I IMPORTS SUILDrNU OFFICG LEASE
ULLRICH/DWD EXECUTiON DRA�T 7-6-20 SUJTE 180UA
percei�t (10%). Other than the Construction Allo�vance pursuant to Section 1.1 (r) of this Lease,
La�idloi•d and Tenant stipulate thei•e are no other such costs iu connection �vith tl�is Lease.
(fl "Reasonable attorneys' fces" shall inch�de the value ofseivices provided by counsel employed by
Landlord or its Affiliates in the amount that Landlord would have ceasonably incmTed ifd�e services
had been performed by unaffiliated counsel.
(g) "Remainder Rent" shall be an amount equal to tl�e aggcegate Rent reserved ii the Lease foi• tlie
remainder ofthe stated Tenn wliich would l�ave been payable after tlie telmination date haci this Lease
not been tenninated, including, without limitation, all Rent plus all increases pursuant h� the tenns of
this Lease. For tl�e purpose ofdete�inining Remainder Rent only, Ta�es and EYpenses will be deemed
to ii�crease at a rate offive percent (5%) annually.
(h) "Reletting Expenses" shall be such costs and expenses wf�icfi Landford may, to t(ie extent deen�ed
necessary or desirable by Landlord, incur to relet the Premises, including �vithout limitation, (1)
repairs, alterations and additions in or to the Premises, (2) alte�•ing locks and secln•ity devices to the
Premises, (3) redecoraYing, remodeling or refi�rbishing of the Preivises, and (4) other costs and
e�penses, including bi•okers' convnissions and reasonable attoi•neys' fees.
(i) "Repossession Expenses" are such costs and expenses including, without limitation, reasonable
attorneys' fees which Landlord may incw•, as Land(ord considecs appropriate, in order to recover
possession of the Premises.
15.4 Interest. IfTenant at any tiuie fails to make any payment ofRent or ofa�iy amounts owed tmder tl�is
Lease, Landlord may recover interest on such amounts at the cate per annum equal to Uie lesse�• ofthe higtiest interest
rate permitted by law or ten percent (10%) ("Default Rate"), f`om the date each amount is due until paid by Tenant.
15.5 Waiveis.
(a) Deleted.
(b) Landlo►•d and Tenant eacli expressly waives the right to trial by jw�y bi any legal p►•oceedings
arising under this Lease.
No waivec by Landlord of any Default of Tenant shall be implied to affect, and no express waiver sliall affect, any
Default otltei• than tlie Default specified in sucli waiver and tl�at only for t11e time and to the extent stated.
15.6 Fo►•ce Majeui•e. "Force Nlajeure" means any cause oi• event beyond both Landlord's and Tenant's
i•easouable contcol, including without any act of God, government act oi• restriction, laboi• dishirbance, general shoi•tage
ofmaterials or supplies, riot, insw�rection, oc act ofwar or terrorism, public health emergency, epidemic, or pandemic.
Force Majeure excuses a party f'om per•fof•ming a�ry non-monetaiy Lease obligation for aconnnei•cially reasonable time.
Foece Majeure does e�cuse a party fi•om performing any moneta�y obligation under the Lease.
15.7 Landlord's Default and Remedies.
(a) Laiidlocd will be in Default ofthis Lease ifLandlord fails to perform any Lease obligation ofLandloi•d
and this failw•e continues for thirty (30) days after Tenant notifies Landlord of such failure, or such
longer period oftime as i� reasonable ifmore than thirty (30) days is reasonably requit•ed b� perfortn
this obligation; provided that performance conunences within this thirty (30) day period and is
diligently pi•osecuted to completion.
(b) IfLandlord is in Default, then Tenant may eaercise any remedy available undei• law that is not waived
oc limited under this Lease, subject to the following:
(1) Tei�ant may not ten�linate this Lease due to any Landlord Default until Tenant notifies eacl�
Encumbrance holder and each Ene�imbrance holder is provided a reasonlble opportunity to
gain legal possession of the Project and, after gaining possession, cure tlle Default.
Inunediately upon request, Landlord will provide Tenant with the identity and coutact
information for its lender for purposes of such notification.
(2) Landlord's liability under tliis Lease is limited to Landlord's interest in flle Building.
(3) I��o liabilit�� under this Lease is assumed by Landlocd's Affiliates.
28
PIER [ [MPOI2TS BUILDING OFFICE LE��ASE
ULLRICH/D\VD EXECUTION DRAFT 7-6-20 SUITE 1800A
16. SECURITY DEPOSIT
161 No Deposit. No Security Deposit is cequired of Tenant under this Lease. Tenant acknowledges that its
security deposit undec its prior sublease for the Premises has not been paid or delivered to Landlord, and Landlord shall
have no obligation o�• liaUility with resC�ect to such prioc security deposit.
17. MISCELLANEOUS
17.1 Rules and Regulations. Tenant will cotnply witl� the Rules and Regulations attached as Exhibit D.
La�idlocd n�ay reasonably modify or add to the Rules and Regulations upon iiotice to Tenant. If the Rules and
Regul�tions conflict with this Lease, then tl�e Lease shall govern.
17.2 Notice. Notice to Landlord must be given as follows: (a) all miscellaneous requests undei• this Lease,
including but not liinited to worlc orders, overtime air, access cards, const�nction, maintenance, and otkiei• management
matteis relating to the Property shall be sent to the Building Address; and (b) all notices required to be given to the
Landlord uuder this Lease sl�all be sent to the Notice Address, each as set forth in �LI (m). Notice to Tenant must be
given Yo Tenaut's Notice Addresses. By uotice to the otlier, either pacty may chauge its Notice Addi•ess. Each notice must
be in writing uld will be validly given ifeither: (w) the notice is persoually delivered; (x) the notice is delive�•ed by a
nationally recognized overnight courier service (e.g., FedEx or LJPS) and delive�y is acknowledged in writing, (y) the
notice is deposited 'ni the US Mail as first-class, ce�iified or registered n�ail, postage prepaid; or (z) the notice is sent by
email to a party's en�ail address set forth in Sectioi� l.l (m) provided Yhat the receipt of the email contei�t can be
confirn�ed, witl� time of receipt being the uniform time the email enters the inforulation processing system that the
recipient has designated or uses for the purpose ofi�eceiving email, and further provided that such notice sl�all be deemed
received and effective upon receipt at sucii email address ici•espective ofwhether the addressee shall actually open or
read flie email notice and/or attachments, then the notice will be deemed received by the party upon delivery as set fordi
i�i subsection (w), upon the acicnowledged deliveiy � set foitl� in subsection (x), two (2) business days after deposit in
tlle US Mail �s set forth in subsection (y) a�1d iipon tlie deemed receipt as set foitl� m subsection (z).
17.3 No Relocation. Laudlord may not relocate Tenant to other premises in the Building.
17.4 Building Name. Tenant shall not use tl�e Building name or image o�• the name or iinage of any
comples in which the Building is located for any pw•pose, othec than Tenant's address. Landlord may change the name
ofthe Building or any complex in which tlle Building is located witholit auy obligation or liability to Tenant.
17.5 Entire Agreement. Tl�is Lease is deeuied integrated and contains all ofeacli party's re�resentations,
�vaivers and obligatio�is. The parties uiay only modify or amend tiiis Lease fi� a writing that is fiilly executed and
delivered by each party.
17.6 Successoi•s. Unless provided to tlie contrary elsewliere in this Lease, tliis Lease binds and imires b� the
benefit ofeach party's heirs, successo�s and permitted assignees.
17.7 No Waiver. A party's waiver of a bceach of d�is Lease will not be considered a waiver of any other
breacli. No custom or practice tl�at develops between tlie parties will preveilt eitl�er party fi•om requiriug strict
performance ofthe terms ofthis Lease. No Lease provision or act ofa party creates any celationship beriveen the parties
other than tliat of landlord and teuant.
1Z8 Independent Covenants. The coveuants oftliis Lease are independent. A court's declaration that any
part ofthis Lease is invalid, void or illegal will not impair or invalidate tlie cemaining parts ofthis Lease, which will
remain in fiill force and effect.
17.9 Captions. The use ofcaptions, headings, boldface, italics or imderlining is foi• coirvenience only, and
will not affect the interpcetation ofthis Lease.
17.10 Authority.
(a) Iiidividuals signiug tl�is Lease oi� behalfof Tenant represent and warrant tliat they are autliorized to
bind Tenant to this Lease, and that Tenant is qualified to cb business in the state in which the Building
is located. If requiced by Landlord, Tenailt will, at Tenant's cost, provide Landlord with a corporate
cesolution, opinion ofcounsel or othec documentation acceptable to Landlord proving fl�e authority of
eacl� individual signatoty to bind Teuaut to tl�is Lease.
29
PIER 1 IMPORTS BUtLDfNG OFFICE LEASE
UC,LRICiUDWD GXECUTION DRAFT 7-6-20 SUITE 1800A
(b) Tenant represents and warrants to Landlord that Tenant is not named on the list of Specially
Designated Nationals and Blocked Pe�sons maintained by the Office of Foreign Assets Control
of the United States Departmeut of the Treasury or any such similar list maintained by the state
or federal government.
(c) Tena�it ►�epi•esents and waf•rants to Landlo►•d that any individual o�� entity involved � this Lease
ti•ansaction on behalf of Tenaut, such as Guarantor and Tenant's Brokei•, is not named on the
list of Specially Designated Nationals and Blociced Pe►•sons maintained by the Office of Foreign
Assets Control of the United States Deparhnent of the Treasury oi• any such similar list
mai►itained by the state o�• federal goveenment.
17.11 A��plicable Law. Tl�e Laws of tlie state in wliicli t(�e Bui(ding is located govern tl�is Lease. In any
action bro�igl�t under this Lease, Tenant submits to the jurisdiction ofthe courts ofthe state in which the Building is
located and to venue u� the Coui�ty or Parish in which the Building is located.
17.12 Confidentiality. Tenant will not record this Lease or a memoi�andum ofthis I,ease without Landlord's
written consent. Teilant will I<eep the �1111S ofthis Lease confidential and, w�less required by law, may not disclose the
tern�s ofthis Lease to a�ryone otl�er tl�an Tenant's Affiliates to tlie extent necessaiy to Tenant's business.
1713 Reasonableness. Tenant's sole remedy for any claim against Landlord that Landlord has unceasonably
�vithheld or unreasonably delayed any consent or appcoval shall be ul action foc injunctive or declaratory relief.
17.14 Time. Time is of the essence as to all pcovisions ii this Lease in which time is a factor.
17.15 Quiet Eujoyment. So long as Tenaut is not in default ofthis Lease and except as provided 'ni this
Lease, Landlord will not intec•fere �vith Tenant's peacefid and quiet enjoyment ofthe Premises for the Term. Landlord is
not liable for, and Tenant will not be released f`om any obligation under this Lease because of any interference witVi
Tenant's peacefiil and quiet enjoyment ofthe Premises tliat is caused by any othei• person, including other tenants.
17.16 Right to Enter Premises. Landlord may enter ttie Preinises at any reasouable tiii�e after reasonable
notice to inspect the Premises, to show the Premises to prospective lenders, pucchasers or (dlu�ing the last ]2 months of
the Term only) to prospective tenants; to }�el%i7n Laiidlord's duties under this Le�se, to exercise Landlord's rights uilder
58.2 or to post notices ofuon-responsibility. In connection with a�ry permitted enriy to perform Landlord's duties or
exercise Landloi•d's rights uiider �5.2, Landlocd may erect and use stmctures reasonably required by tlie nariu•e oftlie
worl< (including scaffolding, pipes and conduits), and may open or pe�ietrate tlie Base Bliilding or any Leaseliold
Lnprovements. If any Leasehold Improvements are datnaged by Landlord as a result of Landlord exercisiug its rights
under this � 17.1G, then Landlord will repair oi• replace tkle damaged poction, only, to matcfi tlie oeiginal as nearly � is
commercially reasonable.
1717 Brokers. Landlord and Tenant repcesent and warcant that no broker or agent negotiated or was instru-
mental in negotiating or consummating this Lease except the Brokers. Neither pa�•ty knows ofany othec real estate broker
or agent who is or might be entitled to a commission or compensation in connection with this Lease.
17.18 Wari�anties. Landlord a�id Tenant expressly agree tliat there are and shall be no implied wa�•ranties of
merchantability, habitaUility, suitability, fitness for a particular pw�ose or ofany othee kind arising out ofthis Lease, all
ofwhich ace liereby waived by Tenant, and that there ai•e no warcanties which extend beyond tl�ose expi•essly set fo�th in
this Lease.
17.19 Exhibits. The exhibits attached to this Lease u�e incorpoi•ated herein. Subject to§ 17.1, ifany exhibit 's
inconsistent with the terms of this Lease, the provisions of tl�e Exhibit will govern. The Exhibits to this Lease are:
EXI�IBIT A Location ofPremises
EXHIBIT B Worl< Letter
EXHIBIT C Notice ofLease Term
EXHIBIT D Rules and Regulations
EXHIBIT E Pai•king
18. RIGHT OF FIl2ST REFUSAL.
�
PtER I IMPORTS BUILDING OFFICE LEASE
ULLRTCH/DWD EXECUTION DRAFT 7-6-20 SUI'I'E 1840A
18.1 G►�ant of Option; Cmiditions. Tenant shall have the on-going riglit offiist refusal (tlie "Right of First
RefusaiEl��n•? Boo(anark not defined.") witl� respect to Suite 1800-B as sl�own a� Exhibit A oftl�is Lease (the "Refusal
Space"). Tenant's Right of First Refusal shall be exercised as follows: at such time u Landlord agreed upon tenns with a
third party to lease the Refusal Space oz• any poi•tion(s) thereofto a bona fide prospective tenant (tl�e "Prospect") inter-
ested in leasing die Refusal Space, Landlocd shall advise Tenant (the "Advice") of tlle telms under which Laudlord is
prepared to lease tlie applicable portion(s) of the Refusal Space to sucll Prospect and Tenant may lease the applicable
portiou(s) ofthe Refusal Space, under such tenns, by providing Landlord witl� written notice ofexercise (tlie "Notice of
Exercise") within IO days after the date ofthe Advice. Tenant shall be deeuied to have declined to eYercise this Right of
Ficst Refusal ifits notice ofeYercise is delayed or ifthe notice ofexercise clianges any tenn or condition ofthe Advice.
Notwithstanding what is set foldi herein, Tenant shall have no such Right ofFirst Refusal a�id Landlord need not pcovide
Tenant with an Advice if
(a) Tenant is u� default under the Lease beyond any applicable notice and cure periods at the time that
Landlord would otherwise delivei• the Advice; or
(b) uiore than twenty five percent (25%) ofthe Pi•ei�iises is sublet (other than to a Pe�initted Transferee, as
defined in� 13.02 ofthe Lease) at the time Landlord would otherwise deliver the Advice; or
(c) the Lease has been assigned (other than to a Permitted Transferee, as defined in § 13.02 ofthe Lease)
prior to tlie date Landlord would othei•�vise deliver the Advice; or
(d) the Refusal Space is not intended for the eYclusive use ofTenant during the Tecm; or
(e) tlie Tenant is not occupying the Preuiises on t(ie date Landlord would otherwise deliver tlie Advice.
18.2 Terms for Refusal S�ace.
(a) The term for d�e Refusal Space shall commence upon the commencement date stated in the Advice
and thet•eupon sucl� Refusal Space shall be considered a part oftlie Pcemises, provided tliat all ofthe
terms stated 'u� the Advice shall govern Tenant's leasing of the Refusal Space and only to the extent
that they do not conflict with the Advice tlie terins and conditions of tlie Lease shall apply to the
Refusal Space. Tenant shall pay Base Rent and Additional Rent for the Refi�sal Space in accordance
with the tecros and conditions ofthe Advice and the e�piratiou date shall be the date set foi�th u� the
Advice.
(b) T`lie Refusal Space (inchiding improvements and personalty, ifany) shall be accepted by Tenant in its
condition and as-bttilt configui•ation existing on the earliec ofthe date Tenant takes possession oftl�e
Refiisal Space or the date the term for such Refiisal Space comme�ices, unless die Advice specifies
work to be performed by Landlord in the Refiisal Space, ul �vhich case Landlord shall perfocro such
worl< u� the Refusal Space. If Laiidlord is delayed delivering possessio�i of the Refusal Space due to
the holdover oc unlawful possession of such space by any party, Landlord shall use reasouable effoi�ts
to obtain possession ofthe space, and the commencement ofthe term for tlie Refusal Space shall be
postponed until d�e date Landlord delivers possession of the Refusal Space to Tenant free from
occupancy by any pacty.
(c) Landlord reseives the right upon receipt ofthe Notice ofExercise to request Tenant's curcent financial
records in a form reasonably acceptable to Landlord, to review Tenant's current financial condition
and to adjust die security required under the Advice as reasonably dete�•mined by Landlord.
18.3 Termination of Right of First Refusal.
(a) If tliis Rigl�t ofFirst Refusal is declined or is not exercised by Tenant, then foc the next one hwidred
eighty (180) days Landlord shall have the right to lease that portion ofthe Refiisal Space set foi�th in
tlie Advice to a t(�ird palty on materially the same terms as those offered to Tenant. If at the end of
such one hundced eighty (180) day period Landlord has not entered into a lease with any tllird party on
materially the same telms as those offered to Tenant, then the Refi�sal Space shall again be subject to
tf�is Right of First Refi�sal. If Tenant exercises its Riglit of First Refusal hereunder at � time when
tliere would be less tha�i thii•ry six (36) montlis of Telm remainiug aftei• the Refusa( Space
conunencement date set forth in the Advice, then at the time ofTenant's exercise, Tenant shall (and
n�ust) elect, in its sole and absolute discretion, to eithec (() have the remaining Term witl� respect to
31
PIER I IMPORTS BLTILDING OFFICE LEASE
tJLLRICI-1/D�VD EYECUI'ION DRAFI' 7-6-20 SUITE 1300A
tl�e initial Premises extended so � to be co-tenninous with the eapiration date set foi•ih in tk�e Advice,
and retain Tenant's Extensio�i Option(s) witl� respect to tlie Pi•emises and Refusal Space; or (2)
exercise any remaining Extension Option available to Tenant under tliis Lease with respect to the
initial P�-emises. "Materially the saiue terms" sl�all mean a net effective rent that is not more thai� ten
percent (10%) lower tliai� die terms offered to Tenant. Ifduring the above one hundred eigl�ty (180)
day pet•iod Landlord �ual<es an offer to a third pai•ry for the Refi�sal Space H�at is not on n�aterially tlie
same telms as those offered to Tenant, then Landlord must offer said tertns to Tenant pursuant to this
Rigflt of First Refiisal.
(b) In addition, ifLandlord provides Tenant wit(i an Advice for any portion ofthe Refusal Space that
contains expansion righYs (whether such rights are desccibed as an expansion o�tion, Right of First
Refusal, right offiist refi�sal or otlierwise) �vitli i•espect tr� airy otl�er portion of'the Refusal Space (sucli
other portion of the Refi�sal Space subject to such expansion rights is refened to herein as the
"Gncumbered Refusal Space") aiid Tenant does not exercise its Right of First Refiisal to lease tlle
Refusal Space described in the Advice, Tenant's Right ofFiist Refusal with respect to the Encumbered
Refusal Space shall be subject aud subordinate to all such expansion rights contained in tlie Advice.
18.4 Refusal Space Amendment. IfTenant exercises its Right ofFirst Refusal, Landlord shall prepare an
amendment (the "Refusal Space Amendment") adding the Refiisal Space to the Premises on die terms set foi�th in the
Advice and reflectiug the cllanges in the Base Rent, Rentable Squai•e Footage oftlle Pcemises, Tenant's Share and other
appi•opriate tenns. A copy of the Refi�sal Space Amendment shall be sent to Tenant within a reasonable time after
Landlord's receipt ofUie Notice ofExercise executed by Tenant, and Tenant shall execute and return the Refusal Space
Amendment to Landiord within fifteen (15) days thereaftei•, but a�� otherwise valid exercise ofthe Right ofFirst Refiisal
shall be fully effective whetl�ec or not the Refiisal Space Amendmeut � exec�ited.
18.5 Subordinatim�. Nohvithstanding anything herein to the contrary, Tenant's Right of First Refusal is
subject and subordinate to the expansion righYs (�vhether such riglits a�•e designated as a Rigl�t ofFirst Refusal, cight of
fi`st refusal, expansion option or otherwise, regardless) of any tenant ofthe Building existing on the date hereof.
18.6 Miscellaneous. IfTenant leases the Refusal Space under this Right ofFirst Refusal, Tenant shall have
the right to extend the ternl ofthe Lease for Refusal Space upon the same te�nis and conditions as set foi�th in Eatension
Option set forth in §3.4 ifTenant's exercise ofthis Ri�ht ofFirst Refusal results in the Term(s) for the initial Premises
and the Refusal Space being co-tecminous. Time is ofthe essence ofthis Right ofFirst Refiisal.
[SIGNATLTRES TO 1MNIEDIATELY FOLLOW]
32
PIER I IMPOI2TS BUILDING OFPICE LEASE
ULLR[CH/DWD EXECUT[ON DRAFT 7-6-20 SU[TE 1800A
Having ��ead and intending to be bound by tlie terms and provisions thereof, Landlord and Tenant liave esecuted
this Lease � of the �recution Date.
TENANT
Ullrich Barn Builders, LLC
By:
Nam
Title
PIER I fl�IPORTS BUILDING
ULLRICH/DWD EXECUTION DRAFT 7-6-30
33
Lf�INDL�RD
Hertz Fort Woj•th Energy Way, LP
a Delaware limited partnership
By: Hertz Fort Worth Energy �Vay Mauager, LLC
a Delaware limited liability company,
its General Partner
By: Hertz Fort Worth Energy Way Manager,
Inc., a Delaware coiporation, its Manager
sy: _.11L� c - �—`t:V
Name: ;t,�;- �. LM I C- M� „
Title Vlcc Yro,; ,lo ��,. • A s d �iA.c.Jc..WI-�.,. f
���8�BA9� ���0��
�B� ��efi3E'�A�d�f
'���', �ernr?`�G�1,, �� ;. ,
'i
OFFICE LLASE
SUITE 1800A
EXHIBIT A- FLOOR PLAN DELINEATING THE PREMISES
Suite #1800-A and also identifying Suite #1800-B
A-1
PIEI2 1 1MPORTS BUILDING OFFICE LEASE
ULLRICH/DWD E�ECUTION DRAFT 7-6-20 SUI"I'E 1800A
: : �' .
Suite #1800-A
I�b worlc or improvements are required of Landlocd pursuant to this Lease, subject to Landlord's
obligations of maintenance and repair set forth in the foregoing Lease. Tenant is currently in
possession of t11e Pi•emises pucsuant to a prior sublease, and accepts the Preinises in their exist-
ing as-is, where-is condition as of the Execution Date of this Lease. Any worl<, renlodeling, im-
provements installations or other work desired by Tenant shall be at Tenant's sole cost and ex-
pense (except as otherwise provided below) and shall be governed l� the provisions of Article 8
of the foregoin� Lease.
Landloi•d agrees to pay Tenant the Construction Allowance set forth in Section Ll (i•) of the
Lease, to be applied to the cost of any Tenant Alterations, in progc•ess payments after the com-
mencement of such Alterations. Such progl•ess payments will be tnade not latei• than thirty (30)
days aftec receipt by Landlord fro�n Tenant of copies of Tenant's paid invoices fi•om Tenant's
contractor (and, where applicable, copies of contractor's invoices fi•om its subcontractors or sup-
pliers) together with a certificate fi•om Tenant's arcliitect oi• genei•al conti•actor (oi• otl�ei• evi-
dence reasonably satisfactory to Landloi•d) indicating that the worlc to which such invoices relate
has been substaiitially completed and/or the materials tr� which such invoices relate have been
installed in, or delivered to, the Premises. Such progress payments will be made payable to Ten-
ant, and will be for the amount of the submitted invoices, less a ten percent (IO%) cetainage. As
a condition precedent to Landlord's issuing any such progress payment subsequent to the first
such progress paytnent, Tenant will deliver to Landlord original lien waivers from Tenant's gen-
eral contractor and any applicable subcontractor or supplier indicating the claims for mechanics'
or materialmen's liens with respect to the labor and materials reflected in the invoiced submitted
for the iminediately pi•eceding pcogi•ess paytnent have been waived. A further condition pi•ecedent
� Landloi•d's issuing the Iast such payment foi• the amount of the retainage wi 11 be that Landlord
has received fl�om Tenant (either pc•ior to or simultaneously with the issuance of such final pay-
ment) the following: (a) written notice fi•om Tenant's general contractor or Tenant's architect (or
other evidence reasonably satisfactory or• Latidlord) that the Alterations have been completed
(including completion of any punch list items); (b) final and unconditional original lien waivei•s
fi•om the general contractoc and all subcontractors, suppliei•s, inaterialmen and other parties �vho
performed labor at, or supplied materials to, the Preuiises in connection with the Alterations; and
(c) a copy of the certificate of occupancy for the Preinises issued try the appropc-iate govez•nmen-
tal autllorities, if applicable. Landloi•d will have no obligation to make any such progress pay-
ment at any tiine that a Default exists unde►• the Lease afte►• w►•itten notice and eapiration of the
applicable cure period, and the total of all such progress payments will in no event exceed the
atnount of tl�e Consti•uction Allowance.
The foregoing Construction Allowance shall be available during the first thii•ty-six (36) inonths
of the Term, and any un-used portion of the Construction Allo�vance not previously requested
pursuant to tlie foregoing procedures sliall thereaftei• lapse and shall not be available to Tenant
thef•eafter.
B-1
PIER I 1MPORTS BUILDING OFFICE LEASE
ULLRICH/DWD L,l'GCUTION DRAFT 7-6-20 SUITE 1800A
EXHIBIT C- NOTICE OF LEASE TERM
This NOTICE OF LEASE TERM ("NLT"), is given by {TENAN'I)}, a{T state and entity type} as Te�iant, to Hertz
Fort Worth Energy Way, LP a Delaware limited partnersl�ip, as Landloi•d, �yitli respect to that ceitain Lease dated
, under whicli Tenant, I�as leased f bm Landla•d certain Premises known as Suite# {ZZZ}, ofthe Pier 1
Imports Building, located at 100 Energy Way, Foit Woith, T'X 76102.
In consideratiou oftlie mutual covenants and agreements stated in tl�e Lease, and intending that this Agreement may be
relied upon by Landlord and any prospective purchasec or present or prospective Encumbrance holder, Tenant certifies and
confirms the following:
(a) The Commencement Date is ___ , 2 0_
(b) Tlie Expiration Date is __ , 20 _
Eacept foi• tliose tenns expressly defined in this NLT, all initially capitalized tecT�is will have d�e meanings stated for sucli
terms in the Lease.
r1�cUT�n Txis DAYOF ,20
{TENANT},
a{T state and entity type} ��
By:
Print:
P ' o`a'+ �
� �r �d
P� � ��
..�.
�'�'�'�- w j 6�
� ii ♦� `♦ 'd
i�j'��' ��
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�-�
PT'ER 1 IMPORTS BUILDING OFF[CE LEASE
ULLR[CH/OWD EXECUTION DRAFT 7-6-20 SUITE 1800A
EXHIBIT D - RULES & REGULATIONS
"Rales and Regulations" mean the contents of this �xhibit D, as modified, amended or revoked
by Landlord, from time to time.
1. Landlord's Ent�y. Laiidloi•d may enter tlle Premises at all reasonable hou�s to perfonn its obligations under this
Lease. During the last rivelve (12) montl�s ofthe Tei�u, Landlord may enter the Premises with reasonable plior notice to Tenant to
show the Pcemises to prospective tenants.
2 Right to Exclucle. Landlord may require that Tenant, its Affiliates and guests comply with each reasonable
secui•ity measure that Landlord may establish as a condition for ently to the Premises, Building oc Project. These measures may
include submitting to a search by persons or devices employed by Landlocd, presenting an identificatiori card or pass issued by the
government, Landlord, oi• both, being announced m Tenant and accepted � a visitor by Tenaiit, and signing a register on eiitiy and
exit. Any person who cannot comply with these requirements may be excluded fi�om the Project. IfLandlord requires aBuilding
pass issued by Landlord as a condition ofenhy to the Premises, Building or Project, La�idlord will furnish a Building pass to all
persons reasonably designated by Tenant in writing. Landlord may eYclude or expef f�om the Pcoject any person who, in
Landlord's reasonable opiuion, is intoxicated or under the influence ofalcohol or di�ugs.
3. Obsh�uctions. Tenant wil( not cause the Common Areas, or sidewallcs or driveways outside tlie Building to be
obstcncted. Landlord may remove, at Tenant's expense, any such obstrnction without pcior notice to Tenant.
4. Trash. Tenant will �lace trash ui proper receptacles in the Pcemises provided by Tenant at Tenant's cost, or in
Building receptacles designated by Landlord. Tenant may not litter in the Common Areas, or sidewallcs or driveways outside the
Building.
5. Public Safety. Tenant will not tlu•ow anything out ofdoors, windows or skylights, down passageways oc• ovei•
walls. Tenant will not use any fire eYits or stain�ays in the Building except in case of emeigency.
6. Keys and Locks. Landlord may from time to time install and change locks a� entrances � die Project, Building,
Common Areas or Premises, and will provide Tenant a number ofkeys to meet Tenant's reasonable requirements. Additional keys
will be fiicnished by Landlord at Tenant's cost. At the end ofthe Term, Tenant will promptly return ia Landlord all keys for the
Building and Premises issued by Landlord to Tenant. Unless Tenant obtains Landlord's prior written consent, Tenant will not add
oc change any locks on ury door to, in or about the Premises. Ifwith Landlord's consent, Tenant installs any lock incompatible
with the Building master locicing system, Tenant wi1L• relieve Landlord of eacli Lease obligation that requires access to each
affected area; indemnify Landlord against any Claims resulting from forced entry to each affected area in an emergency; and, at
the end ofthe Term, remove each incompatible lock and replace it with a Building Standard locl< at Tenant's expense. Landlord
will continue to offer badges and related seivices to Tenant at no cost.
Z Aesthetics. Unless Tenant obtains Landlord's prior written consent (which may be withheld i�i Landlord's sole
disci•etion), Tenant may �iot:
(a)
N)
(c)
(d)
Attach any awnings, signs, displays, window shades, blinds, draperies, or projections to either tlie outside walls
or windows of the Building, or to any pa�t of the Premises visible fi•om outside the Premises or install any
internal lighting that may be visible fi•om the extecior ofthe Premises;
Hang any non-Building Standacd cwtains, blinds, shades or screeus in any window or door ofthe Premises;
Coat or sunscreen the interior or exterioc ofany windows; or
Place any objects on wiiidowsills.
8. Di►•ectories and Signs. Tenant sliall be ideiitified on ti�e Building's directo,y in the maiu lobby and the Pren�ises
will be identified by one (I) Buildi�ig Staudacd sign consisting of Tenant's name and suite number located at tlie entrance to tlie
Premises. Li tl�e event that multiple tenants are located on one floor, eacli tenant's suite shall be ideiitified on a floor lobby
directory sign as well. The initial lobby dicectoiy listing, floor lobby directory sign, ifapplicable, and Premises sign will be at
Landlord's cost and expense, and any changes to the listing or sign will be made at Tenant's cost and expense.
9. HYAC Operation. Tenant will not obstruct the HVAC convectors or diffusers, or adjust or interfere with the
HVAC system. Tena�it will assist tlle HVAC system in maintaining comfort in the Premises by drawing sliades, blinds and otl�er
D-1
P16R I IMPORTS BUILDING OFFICE LEASE
ULLRICH/DWD E�ECUTION DI2APT 7-6-20 SUITE 1800A
window coveri�igs in tlie Premises as may be reasonably requi�•ed. Tenant may not ��se any metf�od ofl�eating oi• cooliug tl�e
Preniises otlief• than that sup��lied by Laudlord.
10. Plumbing. Tenant will use plumbing fixtures only for tl�e purpose foc wliich tliey ve coustcncted. Tenant will
reio�burse Landlord for any damage caused by Tenant's �nisuse ofplumbing fixtures.
11. Equipment Locatim�. Landlord may specify die location ofany ofTenai�t's business inachines, mechanical
equipment or other property that a��e unusually heavy, may dailiage tl�e Building, or may cause vibration, noise or annoyance to
otl�er tenants. Tenant will reimbwse Landlord for �ny professional engineering certification or assistance reasonably cequired to
determine the location ofthese items.
12. Bicycles. Tenai�t may not bring bicycles or other vehicles into the Building o�� Premises. Bicycles a��d othec
vehicles may only be parl<ed in areas designated by Landlord.
13. Animals. Tenant may not bring a��y birds, fish, ceptiles, amphibians, insects or animals, excepting seeing-
eye/assistance dogs, into the Building or Premises.
14. Carpet Protection. Deleted.
15. Elevatois. Any use oftlie elevators foi• purposes other tlian normal passenger use (such as moving to or f�om
tl�e B�iildiiig or delivering f`eight),wl�etlier during oc afterBusiness Hol�rs, �nust be scl�eduled through tl�e office ofthe Property
Manager. Tenant will reimbucse Landlord for any extea costs incurred by Landlord in connection with u�y such non-passenger use
ofthe elevators.
16. Moving and Deliveries. Tenant's movers are subject to Landlord's reasonable approvaL Moving ofTenant's
Personal Property and delive�•ies of materials and supplies to the Premises must be made during the times and through the
entrances, elevators and colTidois reasonably designated by Landlord. Moving and deliveries may not be made through a�ry oftlie
main entrauces to the Building without Landlord's priof• permission. Any hand tcnck or othec conveyance used in die Conunon
Areas must be equipped with rubbei• tires and rubber side guards to prevent damage to flie Building and its property. Tenant will
promptly reimbmse Landlord for the cost ofrepairing any damage to the Building or its property caused by any person making
deliveries to the Premises.
17. Solicitation. Canvassing, soliciting and peddling u� ti�e Building are prohibited a�1d Tenant will cooperate in
preventing the same.
18. Food. Only persons approved fi•ovi time tc� time by Landlord may prepare, solicit orders for, sell, serve or
distribute food in or around the Project. Except as may be specified in the Lease oc on consh•uction di•awings foc the Premises
approved by Landlord, and except for microwave cooking, Tenant will not use the Premises foc preparing or dispensing food, oc
soliciting ofordeis for safe, se�ving or distribution offood.
19. Worlc Orde►s. Only authorized representatives ofTenant may request setvices oc work on behalfofTenant.
Tenant may not request that Building employees perform any worl< outside oftheir duties assigned by Landlord.
20. Smol�ing. Neither Tenant noi• its Affiliates shall smoke or pelmit smoking ii any pa�t ofthe Premises, Building,
Common Areas or Project in which Landlord, in Latidlord's sole discretion, prohibits smol<iug or in which smolcing is prohibited
by law. Landlord may designate die entire Building, Common Areas oc Project a no-smoking area.
21. Holiday Decof•atio►1s. Organic holiday decorations are not permitted ii� any part of the Premises.
22. Certificates of Insurance. Tenant is to provide Landlord with cei�tificates of insurance as required by Landlord,
f�om each ofcontractor, vendor or agent performing work in, delivering products to, moving items into/out ofthe Premises and/or
Building.
23. Rules Applied. These Rules and Regulations apply equally to Tenant's Affiliates and others permitted by
Tenant to access, use oc occupy tlie Premises.
D-2
PIER I IMPORT'S BUILDING OIFICE LEASE
ULLRICH/DWD EXECUTION DRAF'1' 7-G-20 SLJ[TE 18IX1A
EXHIBIT E - PARKING
1. Term. D�icing tlie Tenn, Tenant sl�all liave the i•ight, at no cost dui•ing the initial Telu�, to Tenant's
Parking Allotment i�1 order to park only insured, registered, passenger, motor vehicles (including cars, light trucks a�id
vans, but excludin; recreational vehicles, motorcycles, bicycles, segways and other vehicles as reasonably determined by
Landlord) (each, a"Vel�icle") in the Parlcing Facilities.
2. Use. Tenant's Parking Allotment may be used only by Tenant's employees (each, a"Patron"). Patrons
will be granted access to the parking facilities only upon signing Landlord's standard packing license with Landlord or
Landlord's designated parl<ing operator. Such parl<ing license shall gove��n the relationship between a�iy Patron and
Landlocd or Landlord's designated parl<ing operator. Stocage of Vehicles ovei•night is pcohibited.
3. Assignment. Except � pennitted unde�• A�•ticle 13 ofthe Lease, neither Teuant nor any Patron may
assign its license to pai•k or its Parking Allotment. Landlord may fi�eely assign Landlord's liglits and obligations under
this exhibit to any successor owner or manager oftlie Parl<ing Facilities.
4. Indemuification: Each party waives all clainis against tl�e other for damage to any property or injury
or deatl� ofany person in, upon or about the Parking Facility ai•ising at any time and fi�om any cause other tha�� the negli-
gence or wilifiil act ofthe other party, the employees oi• agents. This indemnity obligation sliall include reasonable attor-
neys' fees, investigation costs and all other reasonable and expenses incurred by a pacty f�om the first notice that any
claim or demand is to be made or may be made against that party. The provisions ofthis indemnity shall survive d1e ter-
mination ofthe Lease with respect to any damage, injmy or death occurring on or prior to such termination.
5. Disclaimer. Eacli Pah�on only has a license to park in tiie Pai•1<ing Facilities at tlie Patron's sole risk.
No bailment is created. Landlord is not obligated to secure or insure Vehicles or their contents, and is not responsible for
any fic•e, theft, damage oi• loss to any Vehicle or its contents. Attendants are present solely to assist Patrons and are uot
required to verify o��nership ofVehicles entering or exiting the Parl<ing Facilities. Landlord does not represent, guaranty
or wari�ant that any communication oc security systems, devices or procedures in the Parlcing Facilities will be effective
to prevent any loss, damage oi• injmy to Tenant, Patrons or their guests. Landloi•d may discontinue oi• modify any of
these systems, devices or procedures at any time without any liability to Tenant, Patrons, or theic guests.
6. Repairs, Improvements, Damage or Condemnation. If any Patron i� unable to use the Parking
Facilities because of majoi• repairs or improvements, damage or condemnation to the Parking Facilities o�• Pi•oject,
La��dlord will ilot be in default ofthe Lease, but Tenant's or the Patcon's obligation to pay montlily pacicin� fees will be
abated for so long as the Parking Facilities cannot reasonably be used by the Patron. Abatement of Tenant's or the
Patron's monthly parking fees is Tenant's and tlie Patron's sole remedy ifLandlord fails to provide Patcon with use of
the Parking Facilities.
7. Rules and Regulations. This license is conditioned upon each Patron's compliance with die following
Parkiug Facilities iules and regulatious ("Parlcing Rules and Regulations"):
(a) Patron may be required to display a sticker, tag or other identification;
(b) Veliicle must be parked entirely witl�in the stall lines painted on d�e flooi•. Pacicing is prohibited in:
areas not striped foe parlcing; aisles; areas �vhere 'No Parking" signs are posted; cross hatched areas;
and in such other aceas � may be designated by Landlord inclttding areas designated as "Visitor
Parking" or reserved spaces not licensed under the Lease;
(c) All directional signs and ai•rows must be obseived;
(c� The speed limit sllall be five (5) miles per I�our, unless posted otl�erwise;
(e) Eve1y Patron is required to pa�•k and lock his own car unless it is Yurned over to a Parking Facilities
valet, if��y. All responsibility for damage to ca�s or peisons or loss ofpersonal possessions is as-
sumed by the Patron;
(fl Spaces designated for compact Vehicles shall not be used by a full-sized Vehicle;
E�l
PIER I tMPORTS BU1LD[NG OFFICE LEASE
ULLRiC1'-11DWD EXECUTION DRA}'T 7-6-20 SUITE 1800A
�g� Pa��(cing Facilities' managers and attendants ar•e not audiocized to malce or allow any eaceptions to
Pai•I<ing Rules and Regulations; and
(}�) Parlciug Rules and Regulations may be modified by Landlord with notice to Tenaut.
END
E-2
PIER 1 IMPOI2TS BUCLDING OFFICE LEASE
ULLRICI-I/DWU EYECUT[ON DRAFT 7-6-20 SUITE 1800A
Winterrowd, Elisa
From: Hunt, Leslie L
Sent: Thursday, August 7, 2025 4:58 PM
To: zz CSO Administration
Cc: Salinas, Veronica; Pagliara, Candace
Subject: Ulrich Lease Amendment
Attachments: Ulrich Barn Builders, LLC - New Lease - 100 Energy Way - Forth Worth, TX - 7.6.2020
original.pdf
Follow Up Flag: Follow up
Flag Status: Flagged
Good Afternoon — Pursuant to my phone conversation with Ron Gonzales, please process the attached Office Lease
between Hertz Fort Worth Energy Way, LP and Ulrich Barn Builders, LLC (the "Lease") and assign it a City Secretary
Contract Number. It is ol<ay to process the Lease despite the fact the City is not a party to it because the City stepped
into the shoes of the original Landlord (Hertz Fort Worth Energy Way, LP) when it purchased this building.
The Lease needs a CSC number because the City recently entered into a First Amendment to Office Lease between the
City of Fort Worth and Ulrich of TX f/I</a Ulrich Barn Builders, LLC (the "Amendment"). The Amendment is amending
the Lease and, in order to be properly recorded, the Lease needs a CSC number so the Amendment can be linked as A-1
to the number assigned to the Lease.
Thank you for your help and please let me I<now if CSO has any questions.
-Leslie
Leslie L. Hunt
Senior Assistairt City Attorney
Section Cl�ief— Real Estate and General Services
City Attorney's Office
100 Foi�t Worth Trail
Fort Worth, TX 76102
Ofiice Direct: 817.392.6259
Work Cell: 817.201.4340
Leslie. Hunt�fortworthtexas.gov
�o��r �ToxrH
-��-
RECIPIENTS - PLEASE CONTACT M� PRIOR TO FORWARDING M�SSAGES DESIGNATED AS
ATTORNEY-CLI�NT COMMUNICATIONS.
This e-mail and any files transmitted with it are confidential and ai•e intended solely for the use of tlie individual oi• entity
to which tl�ey ai•e addressed. This communication tnay contain matei•ial protected by the attorney-client privilege. If you
are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient, be advised that
you have received this e-mail in error and that any use, dissemination, forwarding, printing, or copying of this e-mail is
strictly prohibited. If you l�ave received this e-mail in ei•roi•, please immediately notify Leslie H�u1t at the City of F� •
Worth City Attorney's Office (817) 392-6259.
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1 �� - -- - -- -- ._. . , _. _
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/15/20 M&C FILE NUMBER: M&C 20-0910
LOG NAME: 13DELEGATED AUTHORITY TO PURCHASE NEW CITY HALL BUILDING
SUBJECT
(CD 9) Authorize the Acquisition of Approximately 11.9 Acres of Land and Improvements Located at 100 Energy Way, Fort Worth, Tarrant County,
Texas from Hertz Fort Worth Energy Way, L.P., and Pay Estimated Closing Cost for the New City Hall Building, Accept Assignment of Related
Service and Lease Agreements, Adopt Appropriation Ordinances, and Amend the FY2021-2025 Capital Improvement Program
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a contract of sale and purchase agreement with Hertz Fort Worth Energy Way, L.P. for the acquisition of
approximately 11.9 acres of land and improvements, being Lot 1R, Block 1 of the Pier 1 Addition, located at 100 Energy Way, Fort Worth,
Texas, in the amount of $69,500,000.00;
2. Authorize the payment of estimated closing costs in the amount of $550,000.00;
3. Authorize the City Manager or his designee to accept the conveyance and execute and record the appropriate instruments;
4. Authorize the City Manager to accept assignment of all existing leases and service agreements;
5. Adopt attached ordinance increasing receipts and appropriations in the amount of $5,000,000.00 from available fund balance in the General
Fund, for the purpose of transferring to the Tax Notes 2021A Fund for interim funding of earnest money costs related to the purchase, with
such appropriations subject to reduction and related transfer subject to reversal, upon the sale of notes and receipt of proceeds;
6. Adopt attached ordinance increasing receipts and appropriations in the amount of $5,000,000.00 in the Tax Notes 2021A Fund transferred
from the General Fund for the New City Hall project (City Project No. 103133) to pay interim funding of earnest money costs related to the
purchase, with such appropriations subject to reduction and related transfer subject to reversal, upon the sale of notes and receipt of
proceeds; and
7. Amend the FY2021-2025 Capital Improvement Program.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek approval to acquire a fee simple interest in land and improvements
located at 100 Energy Way for use as a municipal facility.
The property, commonly known as the Pier 1 Building, is a 440,000 square-foot, class AA office building located on the western edge of Fort
Worth's central business district along the Trinity River at North Forest Park Boulevard and Belknap Street in downtown Fort Worth. The land and
improvements are necessary for the new City Hall, which will consolidate the City’s operations and functions. The purchase will reduce long term
operating expenses by replacing older buildings with modern, efficient spaces tailored to city services as well as eliminate annual payments
associated with leased facilities and partially offset the acquisition costs through the sale of administrative buildings and surface parking lots.
The property owner has agreed to a purchase price of $69,500,000.00, subject to an independent appraisal. The mineral estate will not be
acquired, and the deed will contain a surface waiver for the exploration of the mineral estate. The real estate taxes will be pro-rated with the seller
being responsible for taxes due up to the closing date. The City will pay estimated closing costs up to $550,000.00.
Upon City Council approval, staff will proceed with acquiring the fee simple interest in the property with improvements except for the mineral
estate.
Property
Ownership
Property
Interest
Property
Size
Property
Address/Legal
Description
Amount
Hertz Fort
Worth
Energy
Way, L.P.
Fee Simple
and
Improvements
11.9
Acres
Lot 1R, Block 1,
Pier 1 Addition $69,500,000.00
Total Estimated
Closing Cost $550,000.00
$70,050,000.00
As part of the acquisition, the City will take assignment of all building service agreements, as well as the following leases:
Tenant Suite Expiration Date
PAE Applied Technologies, LLC 1500 9/30/2030
Burns & McDonnell Engineering Co 1700 8/31/2024
Ulrich Barn Builders, LLC 1800A 6/30/2025
Property Damage Appraisers, Inc.1900 11/30/2029
Cotten Schmidt & Abbott, LLP 2000 12/31/2023
Separate M&Cs are on today's agenda for the issuance and sale of tax notes for the acquisition and renovation costs with any remaining funds to
be used toward renovating the existing City Hall facility for continued municipal use. Funding for this project was not included in the FY2021-2025
Capital Improvement Program due to a change in strategy to expand the facilities for City Hall. The action in this M&C will amend the FY2021-
2025 Capital Improvement Program as approved in connection with Ordinance 24446-09-2020. Budgets and appropriations in the accompanying
2021 Tax Note M&Cs will reflect the funding that supports the CIP change.
Because the real estate transaction requires payment of $5,000,000.00 in earnest money prior to the anticipated closing of the notes, the attached
ordinance appropriates available unencumbered fund balance to make that payment. The City will reimburse itself out of proceeds of the sale of
the notes, with language to that effect included in the notes ordinance.
A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds
are will be available in the General Fund and in the Tax Note 2021 A Fund for the City Hall Move 100 Energy Way project to support the approval of
the above recommendations and the acquisition of the property. Prior to an expenditure being incurred, the Property Management and Financial
Management Services Department have the responsibility of verifying the availability of funds.
Submitted for City Manager's Office by: Jay Chapa 5804
Originating Business Unit Head:Reginald Zeno 8517
Additional Information Contact:Alex Laufer 2268
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/10/24 M&C FILE NUMBER: M&C 24-1103
LOG NAME: 21ULRICH LEASE AMENDMENT
SUBJECT
(CD 9) Authorize Execution of Amendment to Sublease with Ulrich of TX, LLC, Formerly Known As Ulrich Barn Builders, L.L.C., for Office Space in
New City Hall Located at 100 Fort Worth Trail, Fort Worth, Tarrant County, Texas 76102 to Extend the Term and Expiration Date, Provide for the
Removal of the Option to Extend, Authorize a Waiver of Rent and Other Charges, and Find that the Waiver of Rent and Other Charges Serves a
Public Purpose and that Sufficient Contols are in Place to Ensure that the Public Purpose is Accomplished
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of an amendment to the sublease with Ulrich of TX, LLC, formerly known as Ulrich Barn Builders, L.L.C., for office space
in the 18th floor of the new City Hall located at 100 Fort Worth Trail, Fort Worth, Tarrant County, Texas 76102 to extend the term and
expiration date to August 31, 2025 and to provide for the removal of the five-year option to extend;
2. Authorize the waiver of rent and other charges due to the City through August 31, 2025 in the amount of $234,00.00; and
3. Find that the waiver of rent and other charges will accomplish a public purpose by allowing the City to complete future programming and
increase occupancy and use of the new City Hall and that sufficient controls are in place to ensure that the public purpose is accomplished.
DISCUSSION:
The purpose of this Mayor and City Council Communication (M&C) is to authorize the execution of an amendment to the sublease agreement
(Sublease) with Ulrich of TX, LLC, formerly known as Ulrich Barn Builders, L.L.C. (Ulrich), for Suite 1800, consisting of one-half of the 18th
floor, or approximately 10,183 rentable square feet of space, in the new City Hall building located at 100 Fort Worth Trail, Fort Worth, Tarrant
County, Texas 76102. On December 15, 2020, the City Council authorized the acquisition of the building from Hertz Fort Worth Energy Way
L.P. and accepted the assignment of the building’s existing leases, including the Sublease with Ulrich (M&C 20-0910). The term of the
Sublease is scheduled to expire on June 30, 2025. The Sublease also allows Ulrich the option to unilaterally extend the term for an additional
five years.
The Property Management Department recommends amending the Sublease to: (1) extend the term of the Sublease for two months,
providing for a termination date of August 31, 2025; (2) remove Ulrich's option to extend the Sublease for an additional five-year term; (3)
allow for the waiver of base rent and other fees owed to the City of Fort Worth (City) from November 1, 2024 through August 31, 2025 in the
amount of $234,000.00; and (4) provide that Ulrich will be responsible for the daily pro-rata rent and other charges based on a monthly rent of
$26,000.00 for any occupancy of the space after August 31, 2025. The amendment will allow the City to more quickly program and utilize the
18th floor as offices for additional City departments not currently scheduled to relocate to the new City Hall building.
The property is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and amendment to the sublease agreement, a loss of
$234,000.00 in revenue will occur during Fiscal Year 2025 only, and the General Fund will offset the loss of revenue with expense savings.
Submitted for City Manager's Office by: Dana Burghdoff 8018
Originating Business Unit Head:Marilyn Marvin 7708
Additional Information Contact:Ricardo Salazar 8379