ESBD_521961_1780348750021_02 Exhibit B - Draft State Agency Lease Agreement.pdf

TxDMV Lease No. 608-26-[PO Number]

Dallas North Regional Services Center

STATE LEASE AGREEMENT

1. Parties

The State Lease Agreement (the “Lease”) is made by and between [Lessor’s Full Legal Name, including any DBA] (“Lessor”), and the State of Texas (“Lessee”), acting by and through the Texas Department of Motor Vehicles (“TxDMV”), each a “Party” and collectively the “Parties.”

2. Legal Authority

The Lease is entered into pursuant to TxDMV Request for Proposals No. 608-26-97145-NDRSC, dated

[Posted Date / MMMM DD, YYYY], including all exhibits, attachments, addenda, and any other documents issued in connection therewith (collectively, the “Solicitation Documents,”) and is authorized by and in accordance with Sections 1001.201 and 1001.202 of the Texas Transportation Code.

3. Purpose and Property Leased

The Lease is entered into for the purpose of leasing real property owned by the Lessor, to Lessee, for use by one or more TxDMV division(s) and/or associated State of Texas (“State”) functions.

The real property to be leased will be [Number] usable square feet, not including shared or common area space, and is more commonly described as [Suite/Room Numbers] located at [Street Address, City, State, Zip Code] (the “Premises”).

In consideration of Lessee’s covenants contained in the Lease, the Lessor will lease the Premises and property to the Lessee, and in return for use of the Premises as described in the Lease, the Lessee agrees to pay rent to the Lessor from current revenues available to TxDMV.

The Solicitation Documents are incorporated in the Lease by reference for all purposes. In addition, the

Lessor agrees to furnish any and all requirements related to the property and premises as set forth in the

Lease and the Solicitation documents. In the event of any conflict between the Lease, consisting of its main body, signature page, and attachments, and the Solicitation Documents, the Lease will control. Any exceptions, assumptions, qualifications, or modifications proposed by Lessor in its response to the

Solicitation are hereby expressly rejected unless specifically accepted and incorporated into the main body of the Lease.

4. Lease Term

The Lease will be for the initial term of [Number] months ([Number] years, [Number] months, and

[Number] days) commencing on [Commencement Date / MMMM DD, YYYY] (the “Commencement

Date”), and ending on August 31, 2036 (the “Termination Date”), unless extended, renewed, or terminated pursuant to the terms and conditions of the Lease, including the termination option for non-appropriation or the unavailability of funds, as set forth in Subsection XX.X, Termination for Non-

Appropriation.

5. Monthly Rental

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The Lessee agrees to pay Lessor a base monthly rent of $[Monthly Base Rent / 000,000.00] during the initial term of the Lease, in accordance with Attachment A, Rent and Lease Space Cost Schedule, which is attached to, incorporated into, and made a part of the Lease, for all purposes. Monthly rentals will be due and payable by Lessee in advance on the first day of the month during the Lease term and any extension or renewal period. For the avoidance of doubt, rent payments will only begin to accrue and become payable upon commencement of occupancy, as set forth in Subsection XX.X, Commencement of Occupancy.

6. Extension or Renewal Options

By mutual agreement between Lessee and Lessor, the Lease may be extended or renewed for one or more periods of time, provided that the total Lease term, inclusive of the initial 10-year period and all extension or renewal periods, does not exceed a cumulative total of 240 months (20 years), except that the final extension or renewal may extend beyond 240 months, but only until the end of then-current Texas state biennium.

Lessor must provide the Lessee with written notice of its intention to either renew or not renew the Lease at least one and one-half years prior to expiration of the Lease, or any extensions thereof. Similarly, Lessee must provide the Lessor with written notice of its intention to either renew or not renew the Lease at least

60 days prior to expiration of the Lease, or any extensions thereof.

7. CPI Escalation Clause

To account for inflation and maintain fair market value, the total monthly rent under the Lease may be adjusted periodically based on changes in the Consumer Price Index (“CPI”). Such adjustments will be calculated and applied at the end of each Texas state fiscal year, starting only after the first full fiscal year following the Lease Commencement Date. Adjustments are not automatic; the Lessor must submit a request in accordance with the requirements set forth below:

A. Lessor must submit a request in writing by certified mail, return receipt requested, and it must be received by the Lessee no later than 30 calendar days after the anniversary date for that Texas state fiscal year. In addition, whether to grant the Lessor’s request for a CPI increase, in whole or in part, is at the Lessee’s sole discretion. The Lessee may consider Lessor’s performance under the Lease and whether any issues with the Premises or property remain unresolved, as provided in Section

[XX], TITLE.

B. The percent escalation allowable will be based on the percent change in the CPI for Urban Wage

Earners and Clerical Workers, Current Series (CPI-W, U.S. City Average, All Items) published by the United States Department of Labor, Bureau of Labor Statistics. The relevant index may be obtained from the U.S. Bureau of Labor Statistics web site at www.bls.gov. The index month three months prior to the anniversary month for the current Texas state fiscal year and the previous fiscal year will be used to determine the percent increase.

C. A base factor of 50%, 40%, 35% or 25% of the monthly rent will be used in calculating any rent escalation calculation. The percentage utilized will be determined by the apportionment of Lessor’s and Lessee’s obligations for payment of utilities and janitorial services, in accordance with the following schedule:

Base Factor Percent Paying Utilities Paying Janitorial

50% Lessor Lessor http://www.bls.gov/

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40% Lessor Lessee

35% Lessee Lessor

25% Lessee Lessee

8. Lease Representatives

The following will act as the designated Lease Representatives authorized to administer activities including, but not limited to, non-legal notices, consents, approvals, requests, or other general communications, that are explicitly stated or authorized under the Lease. Communications between the Lease Representatives may be given by written or electronic transmission to the address or email identified below. The designated

Lease Representatives on behalf of their respective Party are as follows:

Lessor Lessee

[Representative’s Full Name]

[Lessor’s Full Legal Name]

[Address]

[City, State, and Zip]

[Phone Number]

[Email Address]

David Schoettle

Texas Department of Motor Vehicles

Finance and Operations Division

4000 Jackson Avenue

Austin, Texas 78731

(512) 465-4100 david.schoettle@txdmv.gov

With copy to:

Jason Adams, MS, CTCD, CTCM

Texas Department of Motor Vehicles

Purchasing Section

4000 Jackson Avenue

Austin, Texas 78731

(512) 465-4181 jason.adams@txdmv.gov

Either Party may, from time to time, designate a new Lease Representative without the requirement for the execution of a written amendment to the Lease, by giving written notice to the other Party’s Lease

Representative at least five business days after the change.

9. General Lease Covenants

9.1 Lessor’s Covenants. The Lease is made upon the following additional express conditions and limitations, each of which the Lessor will observe and perform throughout the initial term of the Lease and any extension or renewal thereof:

(a) Lessor must allow Lessee to peaceably hold and enjoy the Premises.

(b) Lessor must provide Lessee the necessary services for the operation and maintenance of the building(s) occupied by Lessee on the Premises under the Lease (“Building(s)”) including, but not limited to heating, air-conditioning, mechanical work, plumbing, annual fire extinguisher inspections, and general upkeep of the property.

(c) Lessor will provide all life safety equipment, including but not limited to fire extinguishers and smoke alarms, in accordance with the requirements of all applicable municipal building codes. In addition to compliance with all local municipal codes, Lessor agrees to comply with minimum requirements as set forth by the International Building Code and the Life Safety mailto:david.schoettle@txdmv.gov mailto:jason.adams@txdmv.gov

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Code, as published by the National Fire Protection Administration (“NFPA”). Failure to be in compliance with any NFPA codes, may result in Lease termination or temporary relocation of Lessee until code compliance has been verified. Should relocation be necessary, moving expenses will be at the Lessor’s expense.

(d) Lessor, during the term of the Lease, must not rent, lease, or otherwise furnish space in the complex, or any adjacent building under its ownership or control, to any enterprise: i) which, in the usual exercise of its business, could be expected to create noise or odors injurious or disruptive to TxDMV’s normal governmental operations; ii) which have an interest in

TxDMV or whose occupation would cause TxDMV to be in violation of Texas State law; or

iii) who conducts business related to TxDMV functions, including but not limited to, surety bond companies and third-party document handlers, without prior written approval from

TxDMV.

(e) Lessee will provide all furniture to meet the needs of Lessee including, but not limited to, multifunction modular workstations/desks, task chairs, tables, and filing cabinets, if applicable.

(f) Lessee may place on the Premises any furniture, fixtures, and equipment reasonably necessary for the efficient exercise of Lessee’s governmental responsibilities, and all such property will remain the property of Lessee. The Lessor will furnish the waiting and break areas, and the Parties agree that all furniture and appliances within these areas are the property of the Lessor, unless clearly marked as State property.

(g) Lessor must maintain a policy of all-risk property insurance, issued by an insurance company licensed in the State, covering the Premises and leasehold improvements (exclusive of contents), in an amount equal to not less than 100% of the replacement cost thereof. The

Lessee must have no interest in the policy or policy proceeds and Lessor will not be obligated to insure any furnishings, equipment or other personal property that Lessee may place or cause to be placed upon the Premises.

(h) Lessor must maintain a policy or policies of comprehensive general liability insurance insuring the Lessor against loss of life, bodily injury, and/or property damage with respect to common areas, operation of the Buildings, parking lots, and other improvements associated with the land upon which the Premises are located, and any other losses caused by or related to the duties and obligations of Lessor under the Lease. The Lessor will designate TxDMV as an additional insured on the policy.

(i) Lessor acknowledges that, because Lessee is an agency of the State, liability for the tortious conduct of the agents and employees of Lessee or for injuries caused by conditions of tangible

State property is provided for solely by the Texas Tort Claims Act; and Workers’

Compensation Insurance coverage for employees of Lessee is provided by Lessee as mandated by Chapter 503 of the Texas Labor Code.

(j) Lessor further acknowledges that, as an agency of the State, Lessee has only such authority as is granted by State law or as may be reasonably implied from such law, and that Lessee will have the right, at its option, to obtain liability insurance protecting TxDMV and its employees and property insurance protecting Lessor’s Building(s) and contents, or self-insure against any risk incurred as a result of its operations under the Lease. Any obligation by

Lessee and TxDMV under the Lease to obtain insurance is expressly made subject to Lessee’s authority under State law to obtain such insurance. No insurance carrier of either Party will have a right of subrogation against the other Party to the Lease.

(k) Lessor represents and warrants that the Premises and leased space will at all times comply with all applicable federal, State, and local laws, statutes, ordinances, codes, rules, and regulations, including the Texas Accessibility Standards; the Americans with Disabilities

Act; Texas State Fire Marshal requirements; the NFPA 1, Fire Code; and all other applicable life safety related requirements.

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(l) Lessor warrants that the Property are not in violation of any city, State, or local ordinance or statute or any restriction imposed against the Property for Lessee’s intended governmental purpose, and Lessor must continue to operate and own the Property so as not to cause such violation during the term of the Lease.

(m) Lessor warrants sufficient and appropriate title to the Premises, financial capability to fully execute obligations under the Lease, and authority to execute the Lease and place Lessee in possession of the Premises in full satisfaction of and compliance with the terms herein.

(n) Lessor agrees that it will not attempt to impose upon Lessee any requirements of other legal instruments related to the Premises not referred to herein or made a part hereof. The Lessor further warrants to Lessee the leasehold interest created hereunder and agrees to defend

Lessee against claims of persons to the leasehold interest of Lessee.

(o) On termination of the Lease, by lapse of time or otherwise, the Lessee may, within a reasonable time thereafter and at its option and expense, remove from the Premises any and all improvements, fixtures, equipment, appliances, or other property placed or owned by it thereon. Lessee will deliver the Premises and Property to Lessor in good order and condition, provided however, reasonable use and ordinary wear and tear are expected.

(p) If during the term of the Lease the Premises or any portion thereof will be condemned for any public purpose, Lessee will have the option of terminating and canceling the Lease upon 30 days’ notice to Lessor.

(q) Lessor will maintain the Premises, including, but not limited to the Building(s) in tenantable condition and promptly cure all defects and/or make required repairs within 7 calendar days of written notice from TxDMV. The Lessor must cure conditions presenting life, safety, or security breaches no later than 24 hours after receiving written notice. If the Lessor’s fails to maintain the Premises, cure defects, or make repairs as required herein, the Lessee may complete needed repairs at Lessor’s expense, with the Lessor assuming all liability for those necessary repairs, and the Lessee may deduct commercially reasonable repair costs from the following month’s rent.

(r) Damage to the Premises

i. If, during the Lease term, the Premises, to include the Building(s), become damaged by flood, fire, or any other cause or causes, not caused by the Lessee, the same must be promptly repaired by Lessor. During the time of such repair, if the damage renders the

Premises untenantable or inaccessible, or otherwise cannot be fully utilized by Lessee, Lease payments due hereunder will be either reduced or proportionally abated in accordance with the degree of non-use, as determined by the Lessee, in its reasonable discretion. If said Premises are so damaged as to render it unfit for full occupancy, then the Lease will cease and be void, and rent and other obligations hereunder will be due and payable only to the date of such damage. The determination as to whether the

Premises are damaged so as to render it unfit for occupancy will be made by Lessee, in its sole discretion.

If Lessor has available under its control, alternate space which will meet Lessee’s business and operational needs, and offer accommodations commensurate to the

Premises, Lessee may, at its option, occupy that alternate space under the terms and conditions of the Lease. Lessor will be responsible for any relocation costs that may be incurred by Lessee to move its operations to the alternate space, including, but not limited to, cost of the alternate space, moving, communications equipment, and computer expenses.

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ii. Lessee is not obligated to pay rent or other sums under the Lease until the Premises are available to Lessee for full occupancy. If Lessor is unable to give Lessee full possession and use of the Premises on the Commencement Date for any reason, Lessor must give

TxDMV immediate written notice of the cause for the delay and the date the Premises will be ready for occupancy. Lessee may terminate the Lease without liability if the delay is not a justifiable delay determined by Lessee in its reasonable discretion. Pending readiness of the Premises for full occupancy, Lessee may continue to treat the Lease as if in full force and effect for a period of not more than 120 days after the Commencement

Date. During this time, or for as long as full possession and use does not commence, Lessee’s obligation to pay rent will be proportionately abated from the date such condition arises until the Premises are restored to a condition reasonably suitable for

Lessee’s full use.

(s) In the event Lessor breaches or defaults in the performance of any covenant or obligation imposed upon it by the Lease and remains in default for 30 days after written notice, Lessee will have the right to terminate the Lease and recover damages. In lieu of formal termination, the Lessee may suspended payment of rent until violations are corrected or may correct all or any part of the violations and deduct the cost from rent due Lessor.

(t) Lessor warrants and represents that any use, storage, treatment, or transportation of

Hazardous Substances that has occurred in or on the Premises prior to the Commencement

Date has been in compliance with all applicable federal, State, and local laws, regulations, and ordinances. Lessor additionally warrants and represents that no release, leak, discharge, spill, disposal, or emission of Hazardous Substances has occurred in, on, or under the

Premises, and that the Premises are free of Hazardous Substances as of the Commencement

Date. Lessor will indemnify Lessee from any and all claims, damages, fines, judgments, penalties, costs, liabilities, or losses arising during or after the Lease term from or in connection with the presence or suspected presence of Hazardous Substances in or on the

Premises, unless the Hazardous Substances are present solely as a result of negligence, willful misconduct, or other acts of Lessee or its agents, employees, contractors, or invitees. This indemnification will specifically include any and all costs due to Hazardous Substances that flow, diffuse, migrate, or percolate into, onto, or under the Premises after the Lease term commences. The defense will be coordinated by Lessor with the Office of the Texas Attorney

General when Texas state agencies are named defendants in any lawsuit, and Lessor may not agree to any settlement without first obtaining the concurrence of the Office of the Texas

Attorney General. Lessor and Lessee agree to furnish timely written notice to each other of any such claim.

9.2 Lessee’s Covenants. The Lease is made upon the following additional express conditions and limitations, each of which Lessee will observe and perform throughout the initial term of the Lease and any extension or renewal thereof:

(a) The Premises will be used and occupied by Lessee to facilitate the delivery of motor vehicle-related services including, but not limited to, vehicle registration, replacement titles, bonded title rejection letters, apportioned registration, investigating and resolving Texas title errors, vehicle transfer notification, and title history inquires to the general public, including but not limited to residents of Texas within the counties Collin, Fannin, Grayson, Hunt, Kaufman, and Rockwall, or any other uses deemed necessary by the Lessee. The Premises will also support and assist county tax offices in the foregoing counties.

(b) Lessee will make no alterations, additions, or improvements in, to, or about the Premises without prior written consent of Lessor, except as otherwise provided in the Lease.

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(c) Lessee will conform to reasonable regulations established by Lessor for the general convenience of all tenants, except when such regulations conflict with federal and State laws or regulations, or Lessee procedures or policy.

(d) Lessee will maintain the Premises in leasable condition and, at expiration or other termination of the Lease, must surrender the Premises and fixtures in as good condition as reasonable use will permit, excluding ordinary wear and tear.

(e) All injury to the Building(s) or fixtures caused by moving Lessee’s property in or out of the

Building(s), and all breakage or injury to the Premises caused by Lessee, its agents, employees, or invitees, will be repaired by Lessor at the expense of Lessee.

(f) Lessee, upon receiving 48 hours’ advance written notice, will permit Lessor’s Lease

Representative to enter and examine the Premises for inspection and any repairs Lessor deems necessary for the protection of the Building and other parts of the Premises. In the event of emergency or disaster, Lessor may enter without prior notice.

10. Lease Requirements

10.1 Condition of Premises. Lessor warrants that it is not in violation of any city, State, or local ordinance or statute or any restrictions imposed against the Premises for the Lessee’s intended governmental purpose, and Lessor will continue to operate and own the Premises so as to not do so for the entire duration of the Lease.

10.2 HVAC System. The location of the HVAC unit(s) for the Premises will not unduly inconvenience

TxDMV, either due to maintenance requirements or noise levels. Lessor will furnish a cost-efficient central heat and cooling system. The heating and cooling temperatures will be maintained in accordance with meeting the goals of the Energy Management Plan Guide as set forth by the State

Energy Conservation Office. The Building must have a mechanical system that provides an indoor environment that is healthful, comfortable and free of objectionable odors. The heating, air conditioning and ventilation system will comply with the requirements of the latest American

Society of Heating, Refrigeration, and Air Conditioning (“ASHRAE”) Standards for Ventilation for Acceptable Indoor Air Quality, and the latest ASHRAE Standards for Thermal Environmental

Conditions for Human Occupancy, current as of the Lease execution date. Forced air cooling and heating will be ducted and vented throughout the space to provide the most efficient manner of operation and occupant comfort. Conditioned air will be vented into each room and area with the exception of closets. Thermostats will be provided as necessary to control conditions throughout the

Leased Premises. Numbers and locations of thermostats and associated zones or equipment will accommodate all internal and external loads to provide uniform temperatures throughout the

Building(s). HVAC controls/thermostats will have locking covers, and two master keys or tools, that will be provided to TxDMV. Lessor is responsible for balancing the HVAC system.

10.3 Adverse Building Conditions. Lessee reserves the right of inspection and may reject Premises space based on adverse Building(s) conditions, including but not limited to general cleanliness, appearance of carpet or tile, grounds, finished interiors or exteriors, odors, pests, insects, or other problems relating to improper extermination, or any other condition that would create unsanitary, unattractive, or unsafe conditions.

10.4 Minimum Square Footage. As a condition of occupancy, Lessor certifies that the Premises contains the minimum usable square footage specified in Section [XX], Purpose and Property Leased.

10.5 Utilities Administered and Paid for by Lessor

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A. All janitorial services and utilities to service the Premises, excluding data transmission and telecommunications (“Lease Space Services”), will be administered and paid for by Lessor, at

Lessor’s expense; and all data transmission and telecommunications will be paid by TxDMV, at

TxDMV’s expense. The costs for Lease Space Services are referenced herein as “Lease Space

Costs”. TxDMV’s normal weekly hours of operation will be 7:00 a.m. to 7:00 p.m., Monday through Friday, and 7:00 a.m. to 12:00 noon on Saturday. Upon written request by TxDMV, Lessor will also make available all utilities outside of the above normal weekly hours of operation times necessary at an hourly reimbursement rate standards. Reimbursement for said utilities will be made between TxDMV and Lessor.

B. In the event TxDMV desires to assume payment of any utility, TxDMV will provide 30 calendar days’ notice to Lessor. Upon receipt of such notice, Lessor will immediately provide to TxDMV copies of all past utility bills in order to facilitate TxDMV’s utility management. The monthly rental amount will be reduced in an amount equivalent to the average monthly cost of the utility service assumed by TxDMV, based upon the preceding year’s billing records. Lessor will allow

TxDMV to separately meter the Premises, at TxDMV’s sole cost and discretion, at any time during the term of the Lease.

All utilities for the Premises will be separately metered; or, if the Premises are located in a building where electrical service is shared, Lessor may calculate TxDMV’s pro rata share of utility costs, excluding any taxes, using TxDMV’s usable square footage as the numerator and the usable square footage of the total shared area as the denominator. Copies of all utility bills received by the Lessor will be provided to TxDMV upon receipt of same by Lessor in order to verify the requested pro rata bill contribution by TxDMV.

10.6 Utilities Administered and Paid for by Lessee. All janitorial services and utilities to service the

Premises, excluding data transmission and telecommunications (“Lease Space Services”), will be administered and paid for by TxDMV, at TxDMV’s expense; and all data transmission and telecommunications will also be paid by TxDMV, at TxDMV’s expense. The costs for Lease Space

Services are referenced herein as “Lease Space Costs”. All utilities for the Premises will be separately metered; or, if the Premises are located in a building where electrical service is shared, Lessor may calculate TxDMV’s pro rata share of utility costs, excluding any taxes, using TxDMV’s usable square footage as the numerator and the usable square footage of the total shared area as the denominator. Copies of all utility bills received by the Lessor will be provided to TxDMV upon receipt of same by Lessor in order to verify the requested pro rata bill contribution by TxDMV.

10.7 Data Transmission and Telecommunications Requirements. Lessor, in accordance with Lessee’s written specifications, must provide a temperature-controlled and secure room to house Lessee’s IT network equipment and permit Lessee to establish IT network connectivity via cabling throughout the Premises to accommodate Lessee’s needs. Lessor will be responsible for the data transmission and telecommunications access requirements documented in Section 11, Dedicated IT/Server Room and Low-Voltage Infrastructure Requirements, of Attachment B, Premises Specifications, to the

Lease.

Lessor will provide access to telecommunication and automation service providers under contract to TxDMV at appropriate times during the Lease term.

Lessor will be responsible for providing and maintaining a KSU, KSU-Less, PBX, hosted PBX, or

VoIP, telephone system, that includes, but is not limited to, handsets, power supplies, and routers, TxDMV Lease No. 608-26-[PO Number] Page 9 of 34 for local/long distance phone services at the Premises. Lessee will be responsible for providing and maintaining long-distance service and equipment at its own expense.

10.8 Security Alarm System. Lessor will not unreasonably withhold the right of Lessee to install a security system on the Premises, as requested by Lessee. The security system will remain the property of Lessee and may be removed by Lessee at the end of the Lease term.

10.9 Entrances, Doors, Locks and Access. All exterior doors will be keyed with keys that are inscribed as duplication prohibited. Lessor will furnish keys, individually numbered, as requested by Lessee.

All exterior exit doors will be solid core doors (where applicable) and equipped, unless otherwise required by code, with deadbolt locks with a minimum one-inch throw bolt with the exception of the front customer entry doors which will be double glass doors with automated openers compliant with the American with Disabilities Act (“ADA”), allowing operation from both inside and outside.

All door hardware and automatic door closers will be of sufficiently sturdy construction to ensure security.

10.10 Janitorial Services and Supplies. Lessor will provide janitorial services and supplies, which will include the following:

(a) On a Daily Basis: (Monday through Friday; no earlier than 5:00 p.m. and must be completed by 7:00 a.m. the next business day)

(1) Vacuum, sweep and/or dust mop all floors and vestibules.

(2) Detergent mop, rinse, and dry all non-carpeted floors; vacuum carpets and floor rugs;

and spot clean carpet and floor rugs, as necessary.

(3) Spot clean around light switches and door levers.

(4) Spot clean tempered glass partitions around the lobby workstations.

(5) Clean and disinfect all restrooms, urinals, toilets, wash basins and drinking fountains.

(6) Empty and clean all restroom receptacles.

(7) Clean and refill all restroom dispensers.

(8) Empty and clean waste baskets and place refuse in proper container. Replace trash can and waste basket liners.

(9) Thoroughly clean break room(s), with cleaning to include, but not be limited to, wiping table(s), counter(s), and sink(s).

(10) Remove all refuse from Building(s) and place in proper container(s).

(11) Set security alarm and lock the Building(s) after last janitorial employee is out of building, if applicable.

(b) On a Weekly Basis:

(1) Clean all baseboards and door frames.

(2) Clean and wash all entrance doors.

(3) Perform dusting on desks, files, etc.

(c) On a Monthly Basis:

(1) Perform dusting on all partitions, doors, and window ledges.

(2) Brush down all walls, ceiling vents, and light fixtures.

(3) Clean and wax all desks, if requested by TxDMV.

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(d) On a Semi-Annual Basis:

(1) Steam clean all carpet and floor rugs.

(2) Non-carpeted floors will be waxed or buffed based on the material of the floor.

(3) Clean fluorescent light lenses and diffusers when needed and/or as requested by

TxDMV.

(4) Wash all windows, blinds, glass doors, glass partitions, etc.

(e) Should Lessee exercise its right to assume janitorial services, the Lessor will continue to provide and pay for the following services:

(1) Exterior of windows washed twice yearly.

(2) Daily sanitization of restrooms with germicidal detergent, and restocking of soap and paper products for restrooms that are not within TxDMV’s space and for its exclusive use.

10.11 Pre-Occupancy Premises Cleaning. After any required Build Out, and prior to occupancy, Lessor will thoroughly clean the Premises, at its own expense. Cleaning operations will include, but not be limited to, the following:

(a) Removal of non-permanent protection and labels.

(b) Polish glass of all windows and doors.

(c) Clean exposed finishes.

(d) Clean all mirrors.

(e) Remove all waste and debris.

(f) Clean light fixtures and replace dimmed or burned-out light bulbs.

(g) Sweep and wash paved areas as needed.

(h) Clean yards and grounds.

(i) Vacuum all carpeted areas.

(j) Wax and polish all hard surface flooring.

(k) Clean blinds.

10.12 Pest Control. Lessor will provide, at Lessor’s expenses, monthly interior and quarterly exterior pest control services, and any additional pest control services, as needed.

10.13 Maintenance of Building. Lessor will be responsible for keeping the Premises and Building(s) in good repair and condition during the Lease term. Lessor will provide maintenance services to include, but not be limited to the following: repair and patch wall, ceiling, and floor surfaces;

painting as needed; replacement of broken window glass; repair of window shades, blinds and/or drapes, fasteners, and sash cord or chains; roof and ceiling leaks; Building(s) exterior, interior;

plumbing, heating, air conditioning and ventilating equipment and filters; fire protection equipment to include annual inspection of fire extinguishers; miscellaneous valves; woodwork, locks, toilet seats, floor surfaces and coverings; lighting fixtures, and the replacement of all inoperable light bulbs, fluorescent tubes, ballasts, and starters. Any touch up paint must match the existing wall paint and if the touch up paint is unacceptable, as solely determined by the Lessee, repainting is required.

Lessor, if requested by Lessee, will repaint the Premises no less often than every five years and replace floor coverings no less often than every 10 years. If TxDMV, or its agents, cause damage to the Premises that goes beyond “normal wear and tear” TxDMV is responsible to repair or pay for those repairs.

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10.14 Non-Smoking Area. Lessor will designate the Premises as a “non-smoking area.”

10.15 Parking. Lessor will provide 100 full-size car parking spaces with at least 75 of those spaces being off-street parking spaces for client and staff vehicles. Parking must be under the direct control of the Lessor and must be located within a reasonable distance of the entry to the Premises. Lessor will also provide accessible parking spaces in accordance with the Texas Accessibility Standards

(“TAS”).

10.16 Exterior Building Maintenance. Lessor will maintain the exterior of the Building(s) and adjacent grounds in an appropriate manner, as determined by TxDMV. Lessor agrees to make diligent efforts to landscape the Property with Texas native flora/vegetation. All grass, trees, shrubbery, and other landscaping must be maintained on a regular basis. Water for irrigating the flora/vegetation on the

Property will be paid for by Lessor. Exterior maintenance by Lessor will include, but not be limited to, parking lot repairs and sidewalk repairs as well.

10.17 Electrical Labeling. Lessor will provide and install labels for all individual electrical circuits in all electrical breaker/fuse boxes.

10.18 Trash and Refuse Receptacles. Lessor will be responsible for furnishing appropriate outside trash and refuse receptacles and for the removal of trash and refuse from the Premises.

10.19 Exterior Lighting. Lessor will furnish and maintain exterior lighting for the Premises, connecting walkways and parking area(s) as necessary for appropriate security. The light fixtures will be equipped with a light level-sensing device that will operate the units automatically. Lessor will provide a minimum level of illumination to comply with normal business standards. Lessor will pay all utility costs associated with exterior lighting.

10.20 Cost of Light Furnishing/Fixtures. Cost of furnishing and installing light fixtures at inception of

Lease and replacement light bulbs will be at Lessor’s expense.

10.21 Exit Lights and Luminous Way Arrows. Exit lights will be provided to the outside of the Building(s) in accordance with applicable codes. Electric and/or luminous directional arrows will be strategically placed to identify the way leading to the outside of the Building(s).

10.22 Emergency Lighting System. Lessor will provide an emergency lighting system for one and one-half (1-1/2) hours of illumination in the event of failure of normal lighting.

10.23 Light Switch. Each Building room and area will have a light switch.

10.24 Electrical and Lighting Compliance. All lighting and electrical accessories will comply with all applicable municipal, county, State, and Unites States ordinances, rules and regulations for any new construction. All electrical work will conform to the standards and requirements of the latest editions and applicable sections of the National Electrical Code Handbook. All lighting fixtures will have light diffusing panels or elements. Fluorescent lighting fixtures will have energy efficient ballasts.

10.25 Site Plan & Concept Floor Plan Drawings. Premises Site Plan & Concept Floor Plan drawings will be provided by Lessor to Lessee [XX] days from execution of the Lease, to also include dimensioned

Auto Cad drawing files of the floor plans of the Premises, and the building footprint and parking lot(s). The Premises Site Plan & Concept Floor Plan, once approved by Lessee in writing, will be

TxDMV Lease No. 608-26-[PO Number] Page 12 of 34 attached hereto as Attachment C, incorporated herein, and made part of the Lease Agreement, for all purposes.

10.26 Build Out to the Premises. After the Lease Commencement Date, Lessor will grant Lessee access to the Premises to complete custom renovations/construction/improvements to the Premises to enable Lessee to conduct all its governmental activities at the Premises during the Lease term

(“Build Out”).

i. Bids; CPS; Build Out Meetings and Reporting. Within 10 days of the Lease Effective Date, Lessor will secure, and provide to Lessee, bids from five general contractors to perform any required Build Out to the Premises to ensure all Premises requirements identified by Lessee in the Solicitation, Attachment B, Premises Specifications, to the Contract, and any additional specifications identified collaboratively between the Lessor and Lessee are met. The bids must include a critical path schedule (“CPS”) for the Build Out. The CPS must be available in electronic format and list all construction activities required to complete the Build Out, the dependencies between the activities, and the estimated time (duration) that each activity requires for completion.

Lessee will determine, in its sole discretion, whether to approve one of the Lessor provided general contractors to perform any required Build Out, or whether Lessee will independently procure general contractor(s) to perform any required Build Out. In the event Lessee selects one of the Lessor provided general contractors to perform the Build Out:

(a) Lessee, in its sole discretion, must approve the CPS prior to commencement/implementation of the Build Out and the CPS will be updated at least weekly during the Build Out;

(b) Prior to commencement of any Build Out, Lessee will provide all brands and color schemes for finishes to the Lessor. Build Out materials should be ordered well in advance of installation;

(c) Any changes to any Lessee accepted CPS may be modified only through change order(s) executed by the Lessor and any Lessor provided general contractor(s);

(d) The Lessor will conduct regularly scheduled meetings with its Build Out general contractor(s) to go over construction schedules and issues;

(e) The Lessor will conduct at least one monthly meeting with the Lessee Lease

Representative to discuss any construction issues; and

(f) The Lessor will submit weekly reports and weekly photos to Lessee to document Build

Out progress.

ii. Build Out Completion. Any Lessee required Build Out must be completed by Lessor within

[XX] days after the Lease Commencement Date (“Build Out Completion Date”). Lessee will have full access to the Premises during that period, at no charge to Lessee, in order to prepare the Premises for occupancy. All non-economic terms and conditions of the Lease will be in force during Build Out. Lessee may do whatever is necessary during said period to ensure it is able to commence normal governmental operations by the Build Out Completion Date.

iii. Commencement of Occupancy. Neither Premises occupancy or possession by Lessee, nor any rent or utilities for the Premises, will commence under the Lease until: i) any Build Out of the

Premises are complete; ii) the Premises are made available by Lessor to Lessee for full occupancy; iii) Lessee determines the Premises are suitable for use as office space for Lessee;

and iv) Lessee is in receipt of a certificate of occupancy for the Premises, issued by the

TxDMV Lease No. 608-26-[PO Number] Page 13 of 34 appropriate local authority. If Lessor is unable to provide Lessee full occupancy and possession of the Premises by the Build Out Completion Date for any reason, Lessor will give Lessee immediate written notice of the cause for the delay and the date the Premises will be ready for occupancy and possession. If full occupancy and possession is delayed, Lessee, in its sole discretion, may terminate the Lease at any time without liability to the Lessee and Lessee, and seek other leased space.

Pending readiness of the Premises for full occupancy, if the Lessee elects, the Lessee may continue to treat the Lease as if in full force and effect for a period of no more than 120 calendar days after the Commencement Date. During this time, or for as long as possession and occupancy does not commence, neither rent nor utility payments by Lessee will commence.

11. General Terms and Conditions

11.1 Abandonment. Lessee will not, without notifying the Lessor, abandon the Premises, or allow the

Premises to become vacant or deserted. In the event Lessee’s need to occupy the Premises terminates, Lessee will make every reasonable attempt to notify the Lessor 120 calendar days before vacating the Premises but will accrue no liability if such notice is not given.

11.2 Accessibility Standards and Compliance. Lessor certifies that the Property will comply with all applicable federal, State and local accessibility laws and regulations, including ADA, and the TAS, which are administered by the Texas Department of Licensing and Regulations. Acceptance of the

Premises does not exonerate the Lessor of these obligations, and no requirement may be waived by the Lessee or TxDMV.

11.3 Assignment. Lessee reserves the right to assign any or all portions of the Property to another Texas state agency or institution of public education, as the Lessee determines to be in the best interest of the State.

11.4 Condemnation. If, during the term of the Lease, the Property, or any portion thereof, is condemned for any public purpose, Lessee will have the option of terminating and canceling the Lease upon 30 days’ notice to the Lessor.

11.5 Conversion to Limited Month-to-Month Lease. Lessee may, upon written notice to the Lessor at least 60 calendar days prior to termination of the Lease or any extension, remain in possession of the Premises for a period specified in the notice, not to exceed 180 calendar days. The Lessee will pay the Lessor the monthly rent in effect at the termination of the Lease (or if Lessee only occupies the Premises for part of a month, a pro-rata portion of the monthly rent) for the space occupied by the Lessee during this period.

11.6 Default by Lessor. In the event Lessor breaches or is in default in the strict performance of any of the covenants or obligations imposed upon the Lessor by the Lease, and remains in default for a period of 30 calendar days after written notice of such default, Lessee will have the right and privilege of terminating this Lease and declaring the same at an end, and will have the remedies now or hereafter provided by law for recovery of damages occasioned by such default. In lieu of a formal declaration of default and resulting termination as provided above, Lessee, in its sole discretion, may: (a) withhold payment of rent from Lessor, until such time as the violations have been corrected, and such withheld rent will not accrue or become payable at a later date; or (b) the Lessee may correct all or any part of the violations and deduct the cost from rentals due the Lessor.

TxDMV Lease No. 608-26-[PO Number] Page 14 of 34

11.7 Default by Lessee. If Lessee fails to pay rentals, other charges, or otherwise fails to perform its obligations under the Lease, and this failure is not cured within 60 calendar days after written notice from Lessor to Lessee of such failure, then Lessee is in default, and Lessor may terminate the Lease and may enter and take possession of Premises, and will have the remedies now or hereafter provided by law for recovery of rent, repossession of Premises and damages occasioned by Lessee’s default.

11.8 Entire Agreement and Amendments. The Lease, and all attachments incorporated and made a part of the Lease, constitute the entire agreement between the Lessor and Lessee with respect to the subject matter of the Lease. All prior proposals, negotiations, notices, and representations not incorporated in the Lease are void and have no legal effect. Any future amendment or modification to the Lease is not valid unless evidenced in writing that identifies itself as an amendment to the

Lease and signed by both Parties. For the avoidance of doubt, Lessee’s Lease Representative does not have the authority to bind Lessee or TxDMV to modifications or an amendment to the Lease.

11.9 Failure to Enforce. The failure of the Lessee or Lessor to insist in any one or more instances on strict performance of any of the covenants or conditions of the Lease will not be construed as a waiver or relinquishment of such covenants or conditions in future instances, but the same will continue and remain in full force and effect.

11.10 Governing Law and Venue. The Lease will be governed by and construed in accordance with the laws of the State, without regard to the conflicts of law provisions. The venue of any suit arising under the Lease is fixed in any court of competent jurisdiction of Travis County, Texas, unless directed otherwise by statute. Lessor irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue based on the grounds of forum non conveniens, which it may now or hereafter have, to the bringing of any action or proceeding in such jurisdiction in respect to the Lease or any document related hereto.

11.11 Legal Notices. All legal notices required under the Lease will be deemed delivered by the Lessee at the time the notice is sent, either: (a) through the United States mail, with postage prepaid, certified, and return receipt requested; or (b) by a common carrier, overnight, signature required, addressed to the Lessor at the address specified below. By contrast, legal notices given by the Lessor will be deemed effective only when received by Lessee at the address specified below, using one of the delivery methods described in the preceding sentence. The addresses are as follows:

Lessor Lessee

[Lessor’s Name]

Attn: [Full Name]

[Address]

[City, State, and Zip]

Texas Department of Motor Vehicles

Attn: Office of General Counsel

4000 Jackson Avenue

Austin, Texas 78731

Legal notices given in any other manner not set forth within this Subsection shall be deemed effective only if and when received by the Party to be notified. Additionally, a copy of any legal notice must be provided via email within 24 hours of the legal notice being given to the receiving

Party’s Lease Representative as identified in Section 7 of the Lease.

Either Party may change its address for receiving legal notices by providing written notice to the other Party at the address above at least 30 days prior to the change

TxDMV Lease No. 608-26-[PO Number] Page 15 of 34

11.12 Payment of Taxes. Lessor covenants and agrees to pay all taxes of whatever nature, levied and assessed and to be levied or assessed, on or against the Premises and Property, and improvements during the term of the Lease.

11.13 Property of Lessee. On termination of the Lease, by lapse of time or otherwise, the Lessee may for

180 calendar days thereafter, at its option and expense, remove from the Premises any and all improvements, equipment, appliances or other property placed or owned by Lessee or TxDMV. The

Parties, by mutual written agreement, may either reduce or extend the time allowed for the removal of State property. Lessee will deliver the Premises to Lessor in good order and condition, excluding reasonable use and ordinary wear and tear.

11.14 Public Information Act. Any information, documentation, or other material related to the Lease may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code (the “Texas

Public Information Act”). In accordance with Section 2252.907, Lessor is required to make any information, documentation, and other material created or exchanged with Lessee or TxDMV pursuant to the Lease, and not otherwise excepted from disclosure under the Texas Public

Information Act, available in a format that is accessible by the public at no additional charge to the

Lessee or TxDMV.

11.15 Signage. Any signage, including exterior signs on the building, windows, doors, directories, or other locations as determined by the Lessee, required to indicate TxDMV’s name, location, and governmental purpose will be manufactured and installed by the Lessor at the direction and approval of the Lessee. Lessee will reimburse approved signage costs after signage installation(s). Such signage should be consistent with the signage requirements used by other tenants and align with the

Building(s) décor. The Lessor must provide the Lessee with a copy of its standardized signage rules before the Lease is executed. Any special signage requirements of the Lessee will be provided to the Lessor to guide sign design and size, prior to manufacturing and installation. Upon termination of the Lease, the Lessee, in its sole discretion, is permitted to remove all signage barring its name on the Premises, including that affixed to the Building, without liability.

11.16 State Auditor’s…