TULSA COUNTY PURCHASING DEPARTMENT MEMO DATE: JUNE 4,2014 FROM: LINDA R. DORRELL ~SL '.. Q ~... \ \ PURCHASING DIRECTOR ~, "V VVV'\ TO: SUBJECT: BOARD OF COUNTY COMMISSIONERS LEASE AGREEMENT-PYTHIAN, LLC SUBMITTED FOR YOUR APPROVAL AND EXECUTION IS THE ATTACHED LEASE AGREEMENT BETWEEN THE TULSA COUNTY BOARD OF COUNTY COMMISSIONERS AND PYTHIAN, LLC FOR SPACE RENTAL AT THE PYTHIAN BUILDING FOR THE TULSA COUNTY PUBLIC DEFENDER'S OFFICE. RESPECTFULLY SUBMITTED FOR YOUR APPROVAL AND EXECUTION. LRD/sks ORIGINAL: COPIES: PAT KEY, COUNTY CLERK, FOR THE JUNE 9, 2014 AGENDA. COMMISSIONER JOHN M. SMALIGO COMMISSIONER KAREN KEITH COMMISSIONER RON PETERS MARK LIOTTA, CHIEF DEPUTY MICHAEL WILLIS, CHIEF DEPUTY VICKI ADAMS, CHIEF DEPUTY JACK ZANERHAFT, DIRECTOR, PUBLIC DEFENDER )rm 4363 (Rev. 4-98)
FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE ("Amendment") is entered into on June 2, 2014 ("Execution Date"), between PYTHIAN, LLC, an Oklahoma limited liability company ("Landlord"), and TULSA COUNTY BOARD OF COMMISSIONERS ("Tenant"). RECITALS A. CFW Williams Family Trust ("Original Landlord") and Tenant entered into a Lease dated September 11, 1997 ("Original Lease"), for certain Premises containing in the aggregate approximately 12,802 rentable square feet known as Suite 300 ("Original Premises") located on the Third Floor of the office building located at 423 South Boulder, Tulsa, Oklahoma, and commonly known as the Pythian Building ("Building"). The Original Lease was amended by the First Amendment dated November 1, 2002 ("First Amendment") between 423 South Boulder, L.P., as successor-in-interest to the Original Landlord, and Tenant, the Second Amendment to Lease dated November 1, 2004 C'Second Amendment"), the Third Amendment to Lease dated January 3, 2007 ("Third Amendment") between Pythian, LLC, as successor-in-interest to 423 South Boulder, L.P., and Tenant, and the Fourth Amendment to Lease dated April 5, 2010, which expanded the Premises to contain approximately 19,358 rentable square feet located on the second and third (2 nd & 3 rd ) floors of the building, ("Fourth Amendment"). The Original Lease together with each of the Amendments described in this Paragraph A is collectively referred to as the "Existing Lease". B. By means of this Amendment, Landlord and Tenant desire to amend the Lease as hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants set forth herein and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Scope of Amendment: Defined Terms. Except as expressly provided in this Amendment, the Existing Lease shall remain in full force and effect. Should any inconsistency arise between this Amendment and the Existing Lease as to the specific matters which are the subject of this Amendment, the terms and conditions of this Amendment shall control. The term "Existing Lease" defined above shall refer to the Existing Lease as it existed before giving effect to the modifications set forth in this Amendment and the term "Lease" as used herein and in the Existing Lease shall refer to the Existing Lease as modified by this Amendment, except as expressly provided in this Amendment. All capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Existing Lease unless the context clearly requires otherwise. 2. Effective Date. As used herein, the term "Effective Date" shall mean July 1,2014. 3. Lease of Expansion Space. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those spaces noted as "Storage" located in the Basement (B110), first (1st) floor Suite 101, and noted as Office Space on the second (2nd) floor of the Building (Suite 201) depicted on Exhibit "A-5" attached hereto (the "Second Expansion Space") upon and subject to all of the terms, covenants and conditions of the Lease except as expressly provided herein. Landlord and Tenant hereby agree that the Second Expansion Space is conclusively presumed to be 11,037 rentable square feet consisting of Suite B110 (3,350 rentable square feet), Suite 101 (1,027 rentable square feet), and Suite 201 (6,660 rentable square feet). Upon the
Effective Date, the total Premises is amended to be 30,395 rentable square feet. All references in the Lease to "Premises" on and after the Effective Date shall mean 30,395 rentable square feet. This Amendment provides all rights and obligations of the parties with respect to expansion of the Premises, whether or not in accordance with any other expansion rights previously granted to Tenant; and upon execution hereof, any and all other rights to expand are null, void and of no force or effect. 4. Lease Term. The Lease Term set forth in the Existing Lease is hereby extended to renew on July 1,2014 and expire on June 30, 2021, a period of eighty-four (84) months. 5. Base Rent. The amount of Base Rent due and payable by Tenant for the Premises on the Effective Date and monthly thereafter shall be as follows: Office Storage FromlTo Rate P.S.F. Monthly Rate Rate P.S.F. Monthly Rate Total Mo. Rent: 7/1/2014-6/30/2015 $8.25 $17,887.38 $5.00 $1,823.75 $19,711.13 7/112015-6/30/2016 $8.50 $18,429.42 $5.18 $1,889.40 $20,318.82 7/112016-6/30/2017 $8.76 $18,993.14 $5.37 $1,958.70 $20,951.84 7/112017-6/30/2018 $9.02 $19,556.86 $5.56 $2,082.01 $21,638.87 7/112018-6/30/2019 $9.29 $20,142.27 $5.76 $2,100.96 $22,243.23 7/112019-6/30/2020 $9.57 $20,749.36 $5.96 $2,173.91 $22,923.27 7/112020-6/30/2021 $9.86 $21,378.12 $6.17 $2,250.50 $23,628.62 6. Operating Expenses. As of the Effective Date, Tenant Proportionate Share shall be 70.28% Proportionate Share of the Building. 7. Tenant Improvement Allowance. Landlord, at Landlord's expense, will replace carpet in Tenant's Office Leased Premises of Suites 200,201, and 300. 8. Relocation Option. Landlord shall be entitled to cause Tenant to relocate from the Premises to a comparable space (a "Relocation Space") within the Kanbar Portfolio at any time after (i) ten (10) days written notice to Tenant of Landlord's election to relocate Tenant in the event such relocation is to occur prior to the Commencement Date, or (ii) thirty (30) days written notice to Tenant of Landlord's election to relocate Tenant in the event such relocation is to occur subsequent to the Commencement Date. Any such relocation shall be at the expense of Landlord. Such relocation shall not terminate or otherwise affect or modify this Lease, except that from and after the date of such relocation, "Premises" shall refer to the Relocation Space into which Tenant has been moved, rather than the original Premises as herein defined. 9. Exhibits/Schedules. The following exhibits are attached hereto, and incorporated herein, supersede the Exhibits attached to the Lease unless the context clearly requires otherwise, and are made a part of this Amendment for all purposes: Exhibit "A-5" Floor Plan 1O. Brokers. Notwithstanding any other provision of the Lease to the contrary, Tenant represents and warrants to Landlord that no brokerage fees shall be due or payable as a result of this Amendment. Tenant hereby indemnifies and agrees to protect, defend and hold Landlord harmless from and against any loss arising from any inaccuracy of the foregoing representation. The foregoing obligations of Tenant shall survive the expiration or sooner termination of the Lease. 2
11. Time of Essence. Without limiting the generality of any other provision of the Existing Lease, time is of the essence to each and every term and condition of this Amendment. 12. Effect of Headings. The titles or headings of the various parts or sections hereof are intended solely for convenience and are not intended and shall not be deemed to or in any way be used to modify, explain or place any construction upon any of the provisions of this Amendment. 13. Force and Effect. Except as modified by this Amendment, the terms and provisions of the Lease are hereby ratified and confirmed and shall remain in full force and effect. This Amendment shall be construed to be apart of the Lease and shall be deemed incorporated in the Lease by this reference. 14. Tenant Estoppel. Tenant represents and warrants to Landlord that it has no defenses to the Lease. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and in full force and effect, and (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto, and (c) Tenant is not aware of any matter which, by reason of giving notice or the passage of time, or both, shall give Tenant any claim, counterclaim, set-off or defense against Landlord arising out of the Lease or in any way relating thereto. 15. Entire Agreement; Amendment. This Amendment taken together with the Lease, together with all exhibits, schedules, riders and addenda to each, constitutes the full and complete agreement and understanding between the parties hereto and shall supersede all prior communications, representations, understandings or agreements, if any, whether oral or written, concerning the subject matter contained in this Amendment and the Lease, as so amended, and no provision of the Lease as so amended may be modified, amended, waived or discharged, in whole or in part, except by a written instrument executed by all of the parties hereto. 16. Authority. Each party represents and warrants to the other that it has full authority and power to enter into and perform its obligations under this Amendment, that the person executing this Amendment is fully empowered to do so, and that no consent or authorization is necessary from any third party. above. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth PYTHIAN, LLC TULSA COUNTY BOARD OF COMMISSIONERS By: Attest: Ron Peters, Chairman County Clerk APPROVED AS TO FORM:
OPTION TO REDUCE SQUARE FOOTAGE Tenant shall, provided the Lease is in full force and effect and Tenant is not in default under any of the terms and conditions of the Lease at the time of notification or commencement have one (1) option to reduce the square footage leased from Owner for whatever time is remaining on this Lease term. The same terms and conditions set forth in the Lease, except as modified by the terms, covenants and conditions as set forth below: a) If Tenant elects to exercise said option, then Tenant shall provide Landlord with written notice within thirty (30) days for the reduction of square footage. If Tenant fails to provide such notice, this Lease will remain in full effect as written. b) Calculating the New Rent if Option is Exercised a. If this option is exercised by the Tenant, the Annual Rent in effect will be calculated by cost per square foot times the new square foot remaining and being used by Tenant. The cost per square foot to be used in this calculation is: the then current rate per square foot. c) This option is not transferable; the parties hereto acknowledge and agree that they intend that the aforesaid option shall be "personal" to Tenant as set forth above and that in no event will any assignee or sublessee have any rights to exercise the aforesaid option.
EXHIBIT "A-5" FIFTH AMENDMENT TO OFFICE LEASE BETWEEN PYTHIAN, LLC AS LANDLORD AND TULSA COUNTY BOARD OF COMMISSIONERS, AS TENANT DIAGRAM OF THE EXPANSION PREMISES (Second Expansion Space) Suite 8110 3,350 RSF Landlo Tenant '---- 4
(Second Expansion Space) Suite 101 1,027 RSF I LandlOrd~ Tenant. 5
(Second Expansion Space) Suite 201-6,660 RSF Landlord-l-nanl, 6