State of Texas, Acting by and Through the Texas Facilities Commission, for and on Behalf of the Texas Health and Human Services Commission; The Texas Facilities Commission; Mike Novak, in His Official Capacity as Executive Director of the Texas Facilities Commission; The Texas Health and Human Services Commission; And Rolland Niles in His Official Capacity as Deputy Executive Commissioner for the System Support Services Division of the Texas Health and Human Services Commission v. 8317 Cross Park, LLC

Opinion

ACCEPTED 15-25-00012-cv FIFTEENTH COURT OF APPEALS AUSTIN, TEXAS 3/17/2025 7:19 PM No. 15-25-00012-CV CHRISTOPHER A. PRINE CLERK In the Fifteenth Court of Appeals FILED IN Austin, Texas 15th COURT OF APPEALS AUSTIN, TEXAS 3/17/2025 7:19:07 PM STATE OF TEXAS, THE T F C , EXAS ACILITIES OMMISSION T THE EXAS CHRISTOPHER A. PRINE HEALTH AND HUMAN S C ,M ERVICES OMMISSION N , IKE OVAKClerk IN HIS OFFICIAL CAPACITY AS EXECUTIVE DIRECTOR OF THE TFC, AND ROL- LAND NILES, IN HIS OFFICIAL CAPACITY AS DEPUTY EXECUTIVE COM- MISSIONER FOR THE SYSTEM SUPPORT SERVICES DIVISION OF THE TEXAS HEALTH AND HUMAN SERVICES COMMISSION, APPELLANTS, v. APPELLEE. On Appeal from Cause No. D-1-GN-23-006445 In the 98th Judicial District of Travis Count, Texas

BRIEF OF APPELLANTS

Ken Paxton Kimberly Gdula Attorney General of Texas Division Chief General Litigation Division BRENT WEBSTER First Assistant Attorney General Alyssa Bixby-Lawson Assistant Attorney General Ralph Molina State Bar No. 24122680 Deputy First Assistant Attorney Alyssa.Bixby-Lason@oag.texas.gov General Office of the Attorney General Austin Kinghorn P.O. Box 12548 (MC 059) Deputy Attorney General for Civil Austin, Texas 78711-2548 Litigation Tel.: (210) 270-1118 Fax: (512) 474-2697

Counsel for Appellants Oral Argument Requested IDENTITY OF PARTIES AND COUNSEL

Appellants: The State of Texas, the Texas Facilities Commission (“TFC”), the Texas Health and Human Services Commission (“HHSC”), Mike Novak, in his Official capacity as Executive Director of the TFC, and Rolland Niles, in his Official Capacity as Deputy Executive Commis- sioner for the System Support Services division of HHSC

Appellate and Trial Counsel Ken Paxton for Appellants: Brent Webster Ralph Molina Austin Kinghorn Kimberly Gdula Alyssa Bixby-Lawson (lead counsel) Office of the Attorney General General Litigation Division P.O. Box 12548/Capitol Station Austin, Texas 78711-2548 Alyssa.Bixby-Lawson@oag.texas.gov

Appellee: 8317 Cross Park, LLC

Appellate and Trial Counsel R. Kemp Kasling for Appellee: Law Offices of R. Kemp Kasling, P.C. 5511 Parkcreast Dr., Suite 110 Austin, Texsa 78731 (512) 472-6800 kkasling@khdalaw.com

2 TABLE OF CONTENTS

IDENTITY OF PARTIES AND COUNSEL ..................................................... 2 TABLE OF CONTENTS .................................................................................. 3 INDEX OF AUTHORITIES ............................................................................ 5 STATEMENT OF THE CASE ......................................................................... 8 STATEMENT REGARDING ORAL ARGUMENT ......................................... 9 ISSUES PRESENTED..................................................................................... 9 INTRODUCTION .......................................................................................... 11 STATEMENT OF THE FACTS ......................................................................13 A. Factual History .....................................................................................13 B. Procedural History................................................................................16 SUMMARY OF THE ARGUMENT ............................................................... 17 STANDARD OF REVIEW ............................................................................ 20 ARGUMENT ................................................................................................. 20 A. Appellee failed to plead a valid waiver of Appellants’ sovereign immunity because no statutory waiver exists under Chapter 114 of the Civil Practices & Remedies Code. .............................................. 22 1. Chapter 114 does not waive immunity over the State. .................... 23 2. Chapter 114 does not waive immunity over HHSC or TFC. ............ 27 3. Appellee’s claim is not within the scope of the limited waiver of sovereign immunity in Chapter 114........................................................ 27 4. Chapter 271 of the Texas Local Government Code does not apply. 30 B. The trial court has no jurisdiction to consider Appellee’s declaratory judgment claim because it does not fall within the scope of the waiver provided by the UDJA. ........................................ 32 C. Appellee cannot establish jurisdiction over its ultra vires claim. ...... 37 1. Appellee has not pled facts establishing Executive Director Novak and Deputy Executive Commissioner Niles acted beyond the scope of their authority. ........................................................................................ 37 2. Appellee has not established that Executive Director Novak or Deputy Executive Director Niles acted outside their legal authority. ....41

3 3. Appellee has failed to establish that Executive Director Novak and Deputy Executive Commissioner Niles failed to perform a purely ministerial act. ........................................................................................ 44 4. Appellee improperly seeks retrospective relief, which is outside the scope of the ultra vires exception. ......................................................... 47 CONCLUSION .............................................................................................. 49 CERTIFICATE OF SERVICE........................................................................ 50 CERTIFICATE OF COMPLIANCE ................................................................ 51 APPENDIX .................................................................................................... 51

4 INDEX OF AUTHORITIES

Cases Abbott v. Mexican Am. Legis. Caucus, Tex. House of Representatives, 647 S.W.3d 681 (Tex. 2022) ....................................................................... 11 Andrade v. NAACP of Austin, 345 S.W.3d 1 (Tex. 2011) ........................................................................... 39 Beacon Nat'l Ins. Co. v. Montemayor, 86 S.W.3d 260 (Tex. App.—Austin 2002, no pet.) ................................... 20 Brooks v. Northglen Ass’n, 141 S.W.3d 158 (Tex. 2004) ....................................................................... 36 Byrdson Servs. LLC v. South East Texas Reg. Plan. Comm’n, 516 S.W.3d 483 (Tex. 2016) ................................................................ 19, 29 Chambers-Liberty Ctys. Navigation Dist. v. State, 575 S.W.3d 339 (Tex. 2019) ..................................................................11, 21 Chenault v. Phillips, 914 S.W.2d 140 (Tex. 1996) ....................................................................... 37 City of Austin v. Utility Assocs., Inc., 517 S.W.3d 300 (Tex. App.—Austin 2017, pet. denied) ............................ 46 City of Dallas v. Sabine River Auth. of Tex., 03-15-00371-CV, 2017 WL 2536882 (Tex. App.—Austin June 7, 2017, no pet.)(mem. op.) .......................................................................................... 34 City of El Paso, 284 S.W.3d ................................................................................................ 35 City of Houston v. Houston Mun. Emps. Pension Sys., 549 S.W.3d 566 (Tex. 2018) ................................................................ 41, 46 Comm'n v. Little-Tex Insulation Co., 39 S.W.3d 591 (Tex. 2001) ........................................................................ 37 Dallas Area Rapid Transit v. Whitley, 104 S.W.3d 540 (Tex. 2003) ..................................................................... 22 Fed. Mar. Comm’n v. S.C. State Ports Auth., 535 U.S. 743 (2002)....................................................................................21 Hall v. McRaven, 508 S.W.3d 232(Tex. 2017) ........................................................... 40, 41, 43 Harlan v. Tex. Department of Insurance, No. 01-14-00479-CV, 2016 WL 3476914 (Tex. App.—Houston [1st Dist.] June 23, 2016, no pet.)( ............................................................................. 47 Hartzell v. S.O., 672 S.W.3d 304 (Tex. 2023)...................................................................... 50

5 Heckman v. Williamson County, 369 S.W.3d 137 (Tex. 2012) ........................................................................21 Heinrich, 284 S.W.3d .............................................................................. 12, 39, 46, 49 Hoff, 153 S.W.3d (citation omitted) ....................................................................21 Honors Acad., Inc. v. Texas Educ. Agency, 555 S.W.3d 54 (Tex. 2018) ........................................................................ 47 Hoppenstein Props., Inc. v. McLennan Cnty. Appraisal Dist., 341 S.W.3d 16 (Tex. App.—Waco 2010, pet. denied) ................................ 33 Houston Belt & Terminal Railway Co. v. City of Houston, 487 S.W.3d 154 (Tex. 2016)................................................................. 43, 45 In re Smith, 333 S.W.3d 582 (Tex.2011) ....................................................................... 43 Klumb v. Houston Mun. Emps. Pension Sys., 458 S.W.3d 1 (Tex. 2015) ...................................................................... 11, 40 Lone Starr Multi Theatres, Inc. v. State, 922 S.W.2d 295 (Tex. App.—Austin, 1996, no writ.) (citation omitted) .. 36 Lubbock Cnty. Water Control & Imp. Dist. v. Church & Akin, L.L.C., 442 S.W.3d 297 (Tex. 2014) ...................................................................... 30 Narisi v. Legend Diversified Investments, 715 S.W.2d 49 (Tex. App.—Dallas 1986, writ ref’d n.r.e.)......................... 36 Patel v. Tex. Dep’t of Licensing and Regulation, 469 S.W.3d 69 (Tex. 2015) ........................................................................ 35 Regulation v. Model Search Am., Inc., 953 S.W.2d 289 (Tex. App.—Austin 1997, no writ) .................................. 47 Seminole Tribe of Fla. v. Florida, 517 U.S. 44, 55, 59 (1996) .......................................................................... 23 Tabrizi v. City Austin, 551 S.W.3d 290 (Tex. App.—El Paso 2018, no pet.) ..................................41 Tex. A & M Univ. Sys. v. Koseoglu, 233 S.W.3d 835 (Tex. 2007)...................................................................... 23 Tex. Dep’t of Parks & Wildlife v. Miranda, 133 S.W.3d 217 (Tex. 2004) ........................................................... 11, 21, 22 Tex. Dep't of Transp. v. Sefzik, 355 S.W.3d 618 (Tex. 2011) ................................................................ passim Tex. Parks & Wildlife Dep’t v. Sawyer Tr., 354 S.W.3d 384 (Tex. 2011) ........................................................... 12, 19, 34 Texas Dep’t of Transp. v. Sunset Transp., Inc., 357 S.W.3d 691 (Tex. App.—Austin 2011, no pet.)...............................41, 42

6 Texas Dep't of Protective & Regulatory Servs. v. Mega Child Care, Inc., 145 S.W.3d 170 (Tex. 2004) ..................................................................... 48 Texas Logos, L.P. v. Texas Dep’t of Transp., 241 S.W.3d 105 (Tex. App.—Austin 2007, no pet.) ................................... 35 Town of Shady Shores v. Swanson, 590 S.W.3d 544 (Tex. 2019) ....................................................................... 11 Univ. of Incarnate Word, 602 S.W.3d (quotation omitted) ..........................................................21, 22 University of Texas at El Paso v. Herrera, 322 S.W.3d 192 (Tex. 2010) ...................................................................... 22 W. Tex. Mun. Power Agency v. Republic Power Partners, L.P., 428 S.W.3d 299 (Tex. App.—Amarillo 2014, no pet.) .............................. 23 Wichita Falls State Hosp. v. Taylor, 106 S.W.3d 692 (Tex. 2003)................................................................ 22, 27 Rules Tex. Civ. Prac. & Rem. Code § 114.001(2) ........................................ 24, 26, 29 Tex. Civ. Prac. & Rem. Code § 114.001(3) ................................... 11, 18, 24, 26 Tex. Civ. Prac. & Rem. Code § 114.001, .002 ................................................ 11 Tex. Civ. Prac. & Rem. Code § 114.002 ........................................................ 26 Tex. Civ. Prac. & Rem. Code § 114.002, .003 ............................................... 34 Tex. Civ. Prac. & Rem. Code § 37.003(a) ..................................................... 35 Tex. Civ. Prac. & Rem. Code § 37.006(b) ..................................................... 34 Tex. Civ. Prac. & Rem. Code § 37.008.......................................................... 38 Tex. Civ. Prac. & Rem. Code §§ 114.001(3), .002, .003 ......................... 23, 24 Tex. Gov’t Code § 2167.0021 .................................................................. 42, 48 Tex. Gov’t Code § 2167.055(a) ............................................................... passim Tex. Gov’t Code § 2167.055(e) ...................................................................... 26 Tex. Gov’t Code §§ 2167.001................................................................... 25, 40 Tex. Gov’t Code §523.0051 ........................................................................... 44 Tex. Gov’t Code 2167.101 .................................................................. 40, 42, 44 Tex. Loc. Gov’t Code 271.152 ........................................................................ 32

Texas Rule of Appellate Procedure 9.4(i)(1) ................................................ 53 Texas Rule of Appellate Procedure 9.4(i)(2)................................................ 53

7 STATEMENT OF THE CASE

Nature of the Case: This is an interlocutory appeal from a denial-in- part of Appellants’ plea to the jurisdiction. CR.1121−22, 1127−31. Appellee filed an action against the State of Texas, TFC, HHSC, Execu- tive Director Mike Novak of TFC, and Deputy Executive Commission for System Support Ser- vices Division of HHSC Rolland Niles alleging causes of action for breach of lease, ultra vires conduct related to the termination of the lease, and declaratory relief. CR.638−53.

Course of Proceedings: Appellants filed their Amended Plea to the Ju- risdiction on June 17, 2024. CR.893−932. Ap- pellants’ Plea to the Jurisdiction was heard on December 18, 2024. 3RR.1.

Trial Court Disposition: The Honorable Judge Laurie Eiserloh, 455th Judicial District Court, Travis County, entered an Order on January 21, 2025, granting in part and denying in part Appellants’ plea to the ju- risdiction. CR.1121−22. Appellants timely filed their notice of interlocutory appeal on January 23, 2025, pursuant to Texas Rules of Appellate Procedure Rule 4.2. CR.1127−31.

8 STATEMENT REGARDING ORAL ARGUMENT

Appellants respectfully request oral argument. This is an appeal of a dis-

trict court’s order denying in part the State of Texas and its arms’ sovereign

immunity from claims for breach of contract and declaratory judgment un- der Chapters 114 and 37 of the Texas Civil Practices & Remedies Code and

the ultra vires exception to sovereign immunity for their executive officers’

actions. The interpretation of Chapter 114 as it applies to the State of Texas as a lessee and TFC as a representative agency acting on behalf of the State

and how it applies to a breach of a rental covenant is an issue of first impres-

sion. Appellants respectfully submit that oral argument will materially assist the Court in its resolution of this appeal.

ISSUES PRESENTED The issues presented are:

1. Whether sovereign immunity precludes Appellee from bringing

a breach of lease claim under Chapter 114 of the Texas Civil Practices & Rem-

edies Code as it does not fall within the scope of the waiver contemplated by

Chapter 114?

2. Whether sovereign immunity precludes Appellee from bringing

a Chapter 37 claim for declaratory judgment against Appellants as it does not

fall within the scope of waiver contemplated by the UDJA?

9 3. Whether the ultra vires exception to sovereign immunity applies

to Appellee’s claims for actions taken by the State officials in their official

capacities?

10 TO THE HONORABLE FIFTEENTH COURT OF APPEALS:

Jurisdiction “is essential to the court’s power to decide a case.” Klumb v.

Houston Mun. Emps. Pension Sys., 458 S.W.3d 1, 8 (Tex. 2015) (quoting Tex.

Dep’t of Parks & Wildlife v. Miranda, 133 S.W.3d 217, 226 (Tex. 2004)). When a governmental entity challenges subject-matter jurisdiction in a plea

to the jurisdiction, as Appellants did here, courts must assure themselves of

their jurisdiction. Abbott v. Mexican Am. Legis. Caucus, Tex. House of Rep- resentatives, 647 S.W.3d 681, 699 n.8 (Tex. 2022). That “jurisdictional in-

quiry may unavoidably implicate the underlying substantive merits of the

case.” Chambers-Liberty Ctys. Navigation Dist. v. State, 575 S.W.3d 339, 345 (Tex. 2019). But that does not change that the “plaintiff has the burden

to affirmatively demonstrate the trial court’s jurisdiction.” Town of Shady

Shores v. Swanson, 590 S.W.3d 544, 550 (Tex. 2019).

Appellee has failed to meet that burden for several reasons. First, the

State of Texas is the Lessee under the Lease and Texas Government Code

2167.055(a), and the State cannot be sued under Chapter 114 of the Texas Civil Practice and Remedies Code. Tex. Civ. Prac. & Rem. Code § 114.001(3).

Chapter 114 does not waive sovereign immunity for TFC and HHSC, which

are not parties to the Lease. Chapter 114 also does not waive sovereign im-

munity because Appellee’s breach of lease claim does not fall under the lim-

ited waiver of sovereign immunity, because the lease is not a contract for

goods or services, specifically engineering, architectural, or construction ser-

vices. Tex. Civ. Prac. & Rem. Code § 114.001, .002.

11 Second, Appellee has not challenged the constitutionality of a statute or

law, and Texas has not consented to suits for a declaration of rights against

state entities. Tex. Parks & Wildlife Dep’t v. Sawyer Tr., 354 S.W.3d 384,

388 (Tex. 2011) (“[T]here is no general right to sue a state agency for a dec- laration of rights.”). Texas jurisprudence is clear: declaratory judgment

claims against governmental units are generally limited to declarations as to

the constitutionality or invalidity of a statute or ordinance. Tex. Dep't of Transp. v. Sefzik, 355 S.W.3d 618, 622 (Tex. 2011). Here, Appellee only seeks

an interpretation of a legislative appropriation bill. Put simply, Appellee can-

not create a cause of action against Appellants for which none exists, and the trial court erred by holding otherwise.

Third, Appellee fails to prove the ultra vires exception to sovereign im-

munity applies to the state officials in this suit. Each of the issues raised by

Appellee in its petition relates to the exercise of discretion in how an execu-

tive agency manages its budget and allocates and distributes appropriated

funds among various objectives. CR.252-53. The fact that certain state offi- cials who work for HHSC would act within their authority to determine that

the monies allocated by the Legislature in any given biennium are not suffi-

cient to pay for a lease without sacrificing other line-item costs or expenses,

does not create an ultra vires claim. Heinrich, 284 S.W.3d at 372.

Lastly, Appellee seeks an award of retrospective damages to be made

whole for the completed, past, non-recurring “harm” of the termination of

the Lease. The requested relief would require undoing a previous decision

12 made by the State to terminate the Lease, and if granted, the requested relief

would involve impermissible interference by the judiciary into the affairs of

HHSC and TFC, in violation of the Constitutional principle of separation of

powers. STATEMENT OF THE FACTS

A. Factual History On December 13, 20011, the State of Texas entered into a lease with

Dupont Cross Park Drive Limited Partnership of Travis County, Texas U.S.A.

(“Dupont”) for office space located at 8317 Cross Park Drive, Austin, Texas

78754 (the “Lease”). CR.5, 19. The Lease was entered into by the State of

Texas (Lessee), for the occupying agency, HHSC. CR.5 The Lease was exe-

cuted by an authorized representative of the General Services Commission.

CR.22. Appellee is the successor in interest to Dupont and is legally entitled

to enforce the terms of the Lease. CR.5, 12. The Lease commenced on Sep- tember 1, 2002, with an initial term of fifteen years with renewal options set

forth therein. Id. In 2018, the Lease was renewed for an additional ten years.

Various renewals, amendments, and adjustments were executed by an au- thorized representative of the Texas Building and Procurement Commission

and the TFC. See, e.g., CR.17−61. TFC acts as an agent for the State of Texas

and runs the State Leasing Services program, which procures and manages

leased facilities to meet state agencies operational needs throughout the

State of Texas. CR.1029.

13 Section 5(m) of the Lease contains a remedy in the event the Lessee fails

to pay rent:

In the event Lessee shall be in default in the payment of rentals or other charges hereunder or shall otherwise breach its covenants or obligations hereunder, and shall be and remain in default for a period of thirty (30) days after written notice from Lessor to it of such default, Lessor shall have the right and privilege of terminating this lease and declaring the same at an end, and of entering upon and tak- ing possession of said premises, and shall have the reme- dies now or hereinafter provided by law for recovery of rent, repossession of the premises, and damages occa- sioned by such default. CR.20. It also includes a clause that allows the Lessee to terminate the Lease:

This lease contract is made and entered into in accordance with the provisions of Texas Government Code, Title 10, Subtitle D, and is made contingent upon the continuation of federally funded programs, or upon the availability of state funds appropriated by the Legislature, to cover the full term and cost of this lease. In the event a curtailment of federally funded programs oc- curs, or in the event state appropriated funds are unavaila- ble, the General Services Commission . . . may assign an- other State agency to the space, or a part thereof, covered by this lease. Should the Commission be unable to find an- other State agency or agencies to fill, or partially fill the space, the Commission, upon written notice to the Lessor, either may terminate this lease, or adjust it in accordance with the provisions of this lease. CR.19.

On September 9, 2022, HHSC submitted its Legislative Appropriations Request for the 2024-2025 biennium. CR.270. The request includes a lump

sum request for the category “RENT-BUILDING” for the 2024 and 2025 fis-

cal years in the amount of $105,369,343 and $105,245,466, respectively.

14 CR.270. HHSC also requested additional funds for an anticipated 9.9% in-

crease in lease costs. CR.1052.

The State’s General Appropriations Act 1 appropriated amounts for “Rent

– Building” for HHSC in the amount of $118,826,243 for the 2024 fiscal year and $119,751,160 for the 2025 fiscal year. CR.1053. HB 1 included a provision

that $12,275,361 had been appropriated for each upcoming fiscal year for

HHSC “for cost increases for state leases.” CR.1054.

On June 1, 2023, TFC’s Executive Director Novak sent a notice of termi-

nation of lease letter to Appellee. CR.78. The letter states the lease is being

terminated “due to the non-availability of money . . . to pay for the leased premises.” Id. The letter further states that HHSC “has directed that rent will

not be certified for the biennium beginning September 1, 2023, as required

by Section 2167.101, Texas Government Code." On July 27, 2023, Deputy Executive Commissioner Niles sent a “Certifi-

cation of Funds” for the 2024-25 biennium to TFC, based on Texas Govern-

ment Code, Title 10, Chapter 2167, Sec., 2167.101, Certification of Available

Money, “A state agency occupying space leased under this chapter shal cer-

tify to the commission, at least 60 days before the beginning of each fiscal

biennium during the lease term, that money is available to pay for the leases

until the end of the next fiscal biennium.” CR.983. The letter states that

HHSC reviewed the spreadsheet of leases provided by TFC, and that five

1 HB 1 was signed into law as the State’s General Appropriations Act on

June 18, 2023.

15 leases will no longer be active after August 31, 2023, one of which is the lease

at issue in this appeal. Id. Deputy Executive Commissioner Niles then states

that the active leases total $93,767,377.36 annually for the fiscal year 2024-

2025 biennium, and HHSC certifies the funds will be available for each lease—other than the five identified. Id.

B. Procedural History

Appellee filed an action against the State of Texas, TFC, HHSC, Execu- tive Director Novak, and Deputy Executive Commissioner Niles 2 alleging

causes of action for breach of lease, ultra vires conduct related to the termi-

nation of the lease, and declaratory relief. CR.638−53. In its petition, Appel-

lee demands the Court order the following relief:

• declare that the 88th Texas Legislature appropriated sufficient funds

to pay for the Lease; • issue an injunction mandating Deputy Executive Commissioner Niles

certify to TFC that the Legislature appropriated sufficient funds to

pay the Lease;

• issue an injunction mandating Executive Director Novak withdraw

the notice of termination of the Lease;

• issue an injunction mandating Executive Director Novak comply with

TFC statutes;

2 Appellee also sued Cecile Erwin Young, in her Official Capacity as Executive

Commissioner of HHSC, and Glenn Hegar, Texas Comptroller of Public Ac- counts. All claims were dismissed against Young and Hegar, and they do not appeal. No cross-appeal has been filed by Appellee.

16 • order retroactive money damages for breach of the Lease; and

• order other fees and costs, including interest.

CR.650−51.

Appellants filed their Second Amended Plea to the Jurisdiction on March 22, 2024. CR.893−932. Appellants’ Plea to the Jurisdiction was heard

on December 18, 2024. 3RR.1. The Honorable Judge Laurie Eiserloh, 455th

Judicial District Court, Travis County, entered an Order on January 21, 2025, granting in part and denying in part Appellant’s plea to the jurisdiction.

CR.1121−22. Appellants timely filed their notice of interlocutory appeal on

January 23, 2025, pursuant to Texas Rules of Appellate Procedure Rule 4.2. CR.1127−31.

SUMMARY OF THE ARGUMENT

The trial court erred in denying-in-part Appellees’ plea to the jurisdic-

tion. First, Chapter 114 of the Texas Civil Practices and Remedies Code does

not waive sovereign immunity for the Lessee to the Lease, which is the State

of Texas under both the terms of the contract and section 216.055(a) of the Texas Government Code. The Lease is between Appellee and the State of

Texas, and the State of Texas is not a “state agency” subject to the chapter.

Tex. Civ. Prac. & Rem. Code § 114.001(3). TFC and HHSC are not parties to

the lease. CR.282. Therefore, there is no express waiver of immunity.

Second, Chapter 114 does not waive sovereign immunity because the

breach of lease claim does not fall under the limited waiver of sovereign im-

munity. The lease is not a contract for goods or services, specifically

17 engineering, architectural, or construction services under Chapter 114. Ap-

pellee only seeks recovery of rent. The alleged services are indirect and at-

tenuated and not the type of “goods and services,” specifically “engineering,

architectural, or construction services” contemplated by Chapter 114’s waiver of immunity. See Byrdson Servs. LLC v. South East Texas Reg. Plan.

Comm’n, 516 S.W.3d 483, 486 (Tex. 2016).

Third, sovereign immunity bars Appellee from seeking an interpretation of a legislative appropriation bill. Texas jurisprudence recognizes that de-

claratory judgment claims against governmental units are generally limited

to declarations as to the constitutionality or invalidity of a statute or ordi- nance. Swanson, 590 S.W.3d at 552; Tex. Parks & Wildlife, 354 S.W.3d at

388. Claims asserted against the State and its entities under the UDJA which

do not challenge the validity or constitutionality of a statute—either seeking

only a declaration of rights under a statute or failing to name a particular

statute and challenge its validity—remain barred by sovereign immunity. See

Sefzik, 355 S.W.3d at 621–22. Moreover, this limited waiver only applies to “the relevant governmental entities,”—not state officials. Id. at 622. Here,

Appellee’s claim for declaratory judgment does not fall within this limited

waiver because it does not challenge the constitutionality or validity of any

statute, and it is brought against officials acting in their official-capacity. Ac-

cordingly, Appellee has not and cannot establish a waiver of sovereign im-

munity.

18 Lastly, Appellee has not alleged a cognizable ultra vires claim. While it

may be true that in certain circumstances, sovereign immunity may be by-

passed when a plaintiff brings a cognizable ultra vires action against an offi-

cial-capacity defendant, Appellee has not done so here for several reasons. First, Appellee has not alleged and cannot ultimately establish facts demon-

strating that Executive Director Novak and Deputy Executive Commissioner

Niles acted outside of their legal authority or failed to perform a purely min- isterial duty. Second, each of the issues raised by Appellee in its petition re-

lates to the exercise of discretion in how an executive agency manages its

budget and allocates and distributes appropriated funds among various ob- jectives. The fact that certain state officials who work for HHSC would act

within their authority to determine that the monies allocated by the Legisla-

ture in any given biennium are not sufficient to pay for a lease without sacri-

ficing other line-item costs or expenses, does not make out an ultra vires

claim. It was not only within their authority to make these determinations,

but they were also required to under Texas law, and any argument related to such decision is Appellee’s improper attempt to control the State. Beacon

Nat'l Ins. Co. v. Montemayor, 86 S.W.3d 260, 267 (Tex. App.—Austin 2002,

no pet.) (“Whether [the agency’s] interpretation is correct or incorrect can-

not be the factor that confers jurisdiction.”). The Texas Supreme Court ex-

pressly forbids such an attempt. Lastly, to plead a valid ultra vires action, a

plaintiff must be seeking only prospective injunctive relief. Here, Appellee is

19 seeking retroactive relief, which is insufficient to overcome immunity.

CR.648–50.

The trial court erred in its interpretation and application of the relevant

statutes and case law on sovereign immunity, and its decision denying Ap- pellants’ plea in part should be reversed.

STANDARD OF REVIEW

“A plea to the jurisdiction challenges the court’s authority to decide a case.” Heckman v. Williamson County, 369 S.W.3d 137, 149 (Tex. 2012). The

plaintiff bears the burden to affirmatively demonstrate the trial court’s juris-

diction. Id. at 150. “When a plea to the jurisdiction challenges the pleadings, [the court] determine[s] if the pleader has alleged facts that affirmatively

demonstrate the court’s jurisdiction to hear the cause.” Texas Dept. of Parks

& Wildlife, 133 S.W.3d at 226. The court must determine whether it has ju-

risdiction under the constitution or by statute at the earliest opportunity. Id.

“If the pleadings affirmatively negate the existence of jurisdiction, then a plea

to the jurisdiction may be granted without allowing the plaintiffs an oppor- tunity to amend.” Id. at 227. This Court reviews the trial court’s ruling on a

plea to the jurisdiction de novo. Chambers-Liberty Cnts. Navigation Dist.,

575 S.W.3d at 345.

ARGUMENT

Sovereign immunity “protects nonconsenting states from being sued in

their own courts for federal law claims.” Hoff, 153 S.W.3d at 48 (citation

omitted). “Sovereign immunity is ‘inherent’ in Texas statehood and

20 ‘developed without any legislative or constitutional enactment.’” Univ. of In-

carnate Word, 602 S.W.3d at 403-04 (quotation omitted). “The preeminent

purpose of state sovereign immunity is to accord States the dignity that is

consistent with their status as sovereign entities.” Fed. Mar. Comm’n v. S.C. State Ports Auth., 535 U.S. 743, 760 (2002). Sovereign immunity also pre-

serves the separation of powers, “protects the public treasury,” and “pre-

vent[s] potential disruptions of key government services that could occur when government funds are unexpectedly and substantially diverted by liti-

gation.” Univ. of Incarnate Word, 602 S.W.3d at 404.

Sovereign immunity deprives a trial court of subject-matter jurisdiction in lawsuits against the state unless the state consents to suit. Miranda, 133

S.W.3d at 224. “In a suit against a governmental unit, the plaintiff must af-

firmatively demonstrate the court’s jurisdiction by alleging a valid waiver of

immunity.” Dallas Area Rapid Transit v. Whitley, 104 S.W.3d 540, 542 (Tex.

2003). Agencies of the State of Texas are sovereign entities and, therefore,

immune from suit absent express legislative consent. Wichita Falls State Hosp. v. Taylor, 106 S.W.3d 692, 694-95 (Tex. 2003). Immunity from suit

extends to the officers of sovereign entities. Id.

Here, the State of Texas, HHSC, TFC, Executive Director Novak, and

Deputy Executive Commissioner Niles enjoy immunity from suit and liability

absent express consent to the contrary. Therefore, in order to establish the

trial court’s jurisdiction, Appellee bears the burden of establishing a waiver

or exception to each Appellants’ sovereign immunity.

21 Sovereign immunity can be waived in one of two ways: “(1) Congress

validly abrogates it, or (2) the State voluntarily waives it.” University of

Texas at El Paso v. Herrera, 322 S.W.3d 192, 195 (Tex. 2010). A Congres-

sional abrogation of sovereign immunity is only valid “provided Congress (1) unequivocally expresses its intent to do so, and (2) acts ‘pursuant to a con-

stitutional provision granting Congress the power to abrogate.’” Id. (quoting

Seminole Tribe of Fla. v. Florida, 517 U.S. 44, 55, 59 (1996)). Any ambiguity in language should be resolved in favor of retaining im-

munity for the State of Texas, as well as its agencies and officials. See W. Tex.

Mun. Power Agency v. Republic Power Partners, L.P., 428 S.W.3d 299, 305 (Tex. App.—Amarillo 2014, no pet.).

A. Appellee failed to plead a valid waiver of Appellants’ sovereign immunity because no statutory waiver exists under Chapter 114 of the Civil Practices & Remedies Code. Chapter 114 neither waives sovereign immunity nor entitles Appellee to

the relief it seeks. Appellee asserts a claim for “Breach of Lease” against the

State of Texas, TFC, and HHSC, which Appellee collectively refers to as “State

Lessee Entities.” CR.647. But Appellee’s breach of lease claim is unquestion-

ably barred by sovereign immunity. See, e.g., Tex. A & M Univ. Sys. v. Koseo-

glu, 233 S.W.3d 835, 840 (Tex. 2007) (sovereign immunity bars breach of

contract claims) (“[A]bsent special statutory permission, a party cannot pur-

sue a breach of contract action against the State without first obtaining con-

sent from the Legislature.”).

22 Chapter 114 of the Texas Civil Practice and Remedies Code explicitly

“waives immunity” for a “state agency that is authorized by statute or the

constitution to enter into a contract and that enters into a contract subject to

this chapter.” Tex. Civ. Prac. & Rem. Code §§ 114.001(3), .002, .003. But at the same time, the statute attaches the waiver to “a claim for breach of an

express provision of the contract.” Id. § 114.003. The immunity waiver is also

“subject to [Chapter 114’s] terms and conditions.” Id. Chapter 114 defines “contract subject to this chapter” as “a written con-

tract stating the essential terms of the agreement for providing goods or ser-

vices to the state agency that is properly executed on behalf of the state agency.” Tex. Civ. Prac. & Rem. Code § 114.001(2). It further defines a “state

agency” to mean:

[A]n agency, department, commission, bureau, board, of- fice, council, court, or other entity that is in any branch of state government and that is created by the constitution or a statute of this state, including a university system or a system of higher education. The term does not include a county, municipality, court of a county or municipality, special purpose district, or other political subdivision of this state. Id. § 114.001(3).

1. Chapter 114 does not waive immunity over the State.

The Act waives immunity over “[a] state agency” that is “authorized by

statute or the constitution to enter into a contract” and “enters into a contract

subject to the chapter.” Tex. Civ. Prac. & Rem. Code §§ 114.001(3), .002,

.003. Before even getting to the question of whether the Lease is a “contract

23 subject to this chapter,” this Court must determine whether the specific state

Appellees—the State, TFC, and HHSC—are state agencies subject to the

waiver.

In this case, Appellee alleges the Lease was “executed by a state agency and on behalf of a state agency,” and more specifically that the “State of

Texas, as lessee, acting by and through the State of Texas General Services

Commission entered into the Lease” for HHSC to occupy the premises. CR.641. But that inaccurate allegation ignores the reality of who the actual

LESSEE is: the State of Texas. Only the State is “authorized by statute or the

constitution to enter into [this] contract.” Tex. Gov’t Code § 2167.055(a). The State of Texas is not a “state agency” under the definition of Section

114.001(3), and thus not subject to the waiver of immunity of the Chapter. 3

Similarly, Appellee has no contractual relationship with HHSC or TFC for which to assert a breach of contract claim, because the Lease is specifically

with the State of Texas (the only state entity legally capable of entering into

a lease). Accordingly, there is no waiver of sovereign immunity over the

State, HHSC, or TFC for Appellee’s Chapter 114 claims.

The original lease was entered into between:

3 To the extent the Lease is inconsistent in its usage of how it uses the terms

Lessee and “State of Texas,” it does not transform the fact that the Lease is plainly between Appellee and the State of Texas, regardless of the entity that may inure a benefit, that only the State of Texas can enter into a lease, and the State of Texas is not a “state agency” under the plain meaning of Chapter 114.001(3).

24 LESSOR, Dupont Cross Park Drive, Limited Partnership, of Travis County, Texas, U.S.A. and LESSEE, STATE OF TEXAS. CR.19. Similarly, Chapter 2167 of the Texas Government Code governs

“Lease of Space for State Agencies.” Tex. Gov’t Code §§ 2167.001 et seq.; see

also CR.641. Section 2167.055 explicitly states that in a contract for the com-

mission of a lease of space, it is the State that is the lessee. Tex. Gov’t Code § 2167.055(a). The State acts “by and through” TFC. Id. And that lease contract

is contingent on the availability of money appropriated by the Legislature to

pay for the lease. Tex. Gov’t Code § 2167.055(e).

Chapter 114 applies “only to a claim for breach of a written contract for

engineering, architectural, or construction services or for materials related

to engineering, architectural, or construction services brought by a party to the written contract, in which the amount in controversy is not less than

$250,000[.]” Tex. Civ. Prac. & Rem. Code § 114.002 (emphasis added).

Chapter 114 defines “contract subject to this chapter” as “a written contract

stating the essential terms of the agreement for providing goods or services

to the state agency that is properly executed on behalf of the state agency.”

Tex. Civ. Prac. & Rem. Code § 114.001(2). It further defines a “state agency”

to mean:

an agency, department, commission, bureau, board, office, council, court, or other entity that is in any branch of state government and that is created by the constitution or a statute of this state, including a university system or a sys- tem of higher education. The term does not include a county, municipality, court of a county or municipality, special purpose district, or other political subdivision of this state.

25 Id. § 114.001(3). The chapter explicitly “waives immunity” for a “state agency

that is authorized by statute or the constitution to enter into a contract and

that enters into a contract subject to this chapter” for the “purpose of adju-

dicating a claim for breach of an express provision of the contract, subject to the terms and conditions of this chapter.” § 114.003. Thus, sovereign immun-

ity is waived only when a state agency enters into a written contract wherein

the essential terms are to provide goods or services in the context of engi- neering, architectural or construction services or for materials related

thereto in an amount not less than $250,000.

As the Lease clearly provides, the only entities entering into the con- tract are Appellee and the State of Texas. The State itself is certainly not a

“state agency” subject to this chapter. If the Legislature intended for the State

to be included in Chapter 114, it would have either stated that intention ex-

pressly or incorporated it in the definition of state agencies. 4 The State and

its entities are sovereign for purposes of immunity. Because the State is not

4 The Texas Supreme Court has found a “reliable guidepost to determine if

the Legislature intended to waive immunity when its intent is less clear.” Wichita Falls State Hosp. v. Taylor, 106 S.W.3d 692, 701 (Tex. 2003), judg- ment withdrawn and reissued (May 13, 2003). In particular, the Court noted that in many statutes waiving sovereign immunity explicitly, the Legislature “appends a measure designed to protect the public treasury from the conse- quence of that waiver.” Id. at 701, n.9. The Court’s decisions recognizing a waiver of immunity “have generally left undisturbed the Legislature’s inter- est in protecting the State’s financial resources.” Id. at 701. Accordingly, the Legislature has an interest in not including the State in the limited waiver of sovereign immunity in Chapter 114 over breach of lease claims.

26 a state agency, as contemplated by Chapter 114, it is not subject to Chapter

114. Accordingly, there is no express Legislative waiver of immunity over the

State of Texas and this claim must be dismissed against the State.

2. Chapter 114 does not waive immunity over HHSC or TFC. There is no waiver of sovereign immunity over HHSC and TFC because they are not parties to the Lease and, therefore, there is no basis for bringing

a breach of lease claim under Chapter 114. As stated above, Chapter 114 only

waives immunity for a “state agency that is authorized by statute or the con-

stitution to enter into a contract and that enters into a contract subject to this

chapter,” and neither TFC (as the agent) nor HHSC (as the occupying agency)

has a contract with Appellee. CR.282. Further, according to Texas Govern-

ment Code § 2167.055(a), a state agency is not authorized to enter into a con-

tract for the lease of space—only the State of Texas is authorized to enter into

a contract as the lessee. Because Appellee has no contractual relationship with HHSC or TFC for which to assert a breach of claim, Appellee cannot

assert a claim under Chapter 114 against HHSC or TFC and there is no waiver

of immunity.

3. Appellee’s claim is not within the scope of the limited waiver of sovereign immunity in Chapter 114. Here, there is not only a question of whether a clear and unambiguous

immunity waiver exists against the State, HHSC, and TFC (it does not), but

also whether Appellee’s breach of lease allegations and damages fall within

the scope of the express statutory waiver of Chapter 114 (they do not).

27 Appellee alleges that the Lease in question is a contract for construction

services that falls within the scope of the waiver of Section 114.002. CR.648.

Even if the Lease met the requirements of section 114.003, it cannot meet the

requirements of section 114.001(2). Section 114.001(2) defines “contract sub- ject to this chapter” as a “written contract . . . for providing goods or services

to the state agency that is properly executed on behalf of the state agency.”

Tex. Civ. Prac. & Rem. Code § 114.001(2). Appellee seeks “a judgment against the State Lessee for the monetary

damages [Appellee] has incurred that were proximately caused by its unex-

cused breach of the [Appellee] Lease” (i.e., recovery of rent from a lease). See CR.651. A lease for square footage in an office building is not a contract “for

providing goods or services” within the meaning of Chapter 114. Any alleged

“services” at issue here, such as ensuring off-street parking is available and

maintaining the building so that it remains inhabitable, are indirect and at-

tenuated, at best, and are not the type of “goods and services” contemplated

by Chapter 114’s waiver of immunity. Cf. Byrdson, 516 S.W.3d at 486 (ac- knowledging that a contract covered by the immunity waiver in Chapter 271

applicable to a local governmental entity must provide more than an indirect

benefit to the governmental entity to waive immunity). Further, although the

courts generally construe the provision of goods and services broadly,

“waiver will typically apply only to contracts in which the governmental en-

tity agrees to pay the claimant for the goods and services that the claimant

agrees to provide to the governmental entity.” Lubbock Cnty. Water Control

28 & Imp. Dist. v. Church & Akin, L.L.C., 442 S.W.3d 297, 304−05 (Tex. 2014).

Where the lease agreement contains no terms in which the governmental en-

tity agrees to pay the lessor for its “services,” there is no amount due and

owed under the contract, as is the case here. See id. Similarly, the plain text of Section 114.002 further limits any waiver of

immunity, as a claim must (i) fall within the limited categories of contracts

(“engineering, architectural or construction services”), (ii) be “brought by a party to the written contract,” (iii) be in excess of $250,000, and (iv) relate

to a “breach of an express provision of the contract.” Tex. Civ. Prac. & Rem.

Code §§ 114.002-.003. Specifically, Chapter 114 states that it “applies only to a claim for breach of a written contract for engineering, architectural, or con-

struction services or for materials related to engineering, architectural, or

construction services brought by a party to the written contract[.]” Id.

§ 114.002. In this case, the contract is for a rental agreement for office space,

not engineering, architectural, construction services. See CR.19. The purpose

of the Lease is to lease the specified space; to the extent HHSC or TFC could be found to be “parties” to the contract (they are not), Appellee has not iden-

tified an express provision that was breached that would fall within the lim-

ited categories (engineering, architectural, construction services) and be in

excess of $250,000. 5 Appellee’s claim is simply not within the limited waiver

5 Unlike Chapter 271 of the Texas Local Government Code, which waives im-

munity for breach of contract upon execution of a contract, Chapter 114 gov- erns adjudication of claims for “breach of an express provision of the

29 of sovereign immunity in Chapter 114. The State of Texas, HHSC, and TFC

have not consented to suit, and the Legislature has not waived their immun-

ity. Thus, the district court erred in deny Appellants’ plea to the jurisdiction

over Appellee’s breach of lease claim.

4. Chapter 271 of the Texas Local Government Code does not apply. Chapter 271 of the Texas Local Government code neither waives immun-

ity over or applies to the State and its agencies.

Chapter 271 specifically waives immunity from contract suits for local

governmental entities. Tex. Loc. Gov’t Code 271.152. Section 271.152 of the

Act states:

A local governmental entity that is authorized by statute or the constitution to enter into a contract and that enters into a contract subject to this subchapter waives sovereign im- munity to suit for the purpose of adjudicating a claim for breach of the contract, subject to the terms and conditions of this subchapter.

Id. (emphasis added). A “contract subject to this subchapter” includes “a

written contract stating the essential terms of the agreement for providing

goods or services to the local governmental entity that is properly executed

on behalf of the local governmental entity.” Id. § 271.151(2)(A) (emphasis

added).

contract.” Tex. Civ. Prac. & Rem. Code § 114.003. Strict application of the plain language of the statute is necessary, or else it becomes meaningless. Therefore, it is insufficient to merely allege breach of contract; a plaintiff must point to an express provision that was allegedly breached.

30 Appellant claims that because the “relevant portions of the two statutes

are essentially identical,” Texas caselaw interpreting Chapter 271 (in the local

government context) is instructive when applying the provisions of Chapter

114 (in the state agency context). CR.1059. However, when it comes to an issue of waiver, cardinal rules of statutory construction demonstrate there is

no need to “contextualize” the plain terms of Chapter 114 by looking to a com-

pletely different Act such as Chapter 271. Nevertheless, Appellee relies on the Hoppenstein case out of the Waco Court of Appeals, to argue that the design

and construction services provided in this Lease should waive the State’s im-

munity for breach of the Lease under Chapter 114. CR.1060−61 (citing Hop- penstein Props., Inc. v. McLennan Cnty. Appraisal Dist., 341 S.W.3d 16, 20

(Tex. App.—Waco 2010, pet. denied). 6

In Hoppenstein, the appraisal district contracted with Hoppenstein in a specific construction addendum to renovate the premises, and the court

found the lease therefore entailed provisions of services within the meaning

of Chapter 271. Hoppenstein is not binding authority on this Court, and it

also did not interpret and is not applicable to the language and requirements

of Chapter 114 related to state entities. Sections 114.002 and .003 require the

breach of an “express provision of the contract” relating to “engineering,

6 Notably, there are no cases to support Appellee’s claims because the clear

language of Chapter 114 is limited to state agencies entering contracts for goods and services and are not applicable to leases for real property which are similarly limited in that only the State of Texas may enter into such a lease. Tex. Gov’t Code § 2167.055(a).

31 architectural, or construction services” or materials used therein. Tex. Civ.

Prac. & Rem. Code § 114.002, .003. Appellee argues that the Lease in this

case is for services based on providing janitorial service and supplies, main-

taining the exterior of the building and grounds, and providing pest control services and building maintenance services. CR.642−43. But that does not

transform a contract for rent/lease into a contract for construction. And Ap-

pellee cannot show that Appellants failed to pay the benefit of the bargain for any construction or services rendered under the Lease at any specific time

before termination. The only specific provisions of the contract alleged to be

breached are current rental payments due, not related to previous design or service obligations. Therefore, the Lease does not fall under the limited

waiver of immunity under Chapter 114.

B. The trial court has no jurisdiction to consider Appellee’s de- claratory judgment claim because it does not fall within the scope of the waiver provided by the UDJA. To the extent Appellee argues that the UDJA waives sovereign immun- ity, such argument fails. See CR.647. In enacting the UDJA, sovereign im-

munity was only waived for claims challenging the validity or constitutional-

ity of a statute or ordinance. See, e.g., City of Dallas v. Sabine River Auth. of

Tex., 03-15-00371-CV, 2017 WL 2536882, at *4 (Tex. App.—Austin June 7,

2017, no pet.)(mem. op.); see also Tex. Civ. Prac. & Rem. Code § 37.006(b).

This narrow waiver does not extend to claims seeking a declaration of rights.

See, e.g., Tex. Parks & Wildlife Dep’t, 354 S.W.3d at 388; Sefzik, 355 S.W.3d

at 621–22. “The UDJA does not create or augment a trial court’s subject-

32 matter jurisdiction—it merely provides a remedy where subject-matter juris-

diction already exists.” Texas Logos, L.P. v. Texas Dep’t of Transp., 241

S.W.3d 105, 114 (Tex. App.—Austin 2007, no pet.) (citing Tex. Civ. Prac. &

Rem. Code § 37.003(a)).

1. Appellee’s declaratory judgment claim is barred by sover- eign immunity because it does not challenge the validity or constitutionality of a statute. Here, Appellee seeks a declaratory judgment that the 88th Texas Legis-

lature appropriated funds to pay rent to Appellee to satisfy the State’ obliga-

tions under the Lease for the 2024 and 2025 fiscal years. CR.647. This claim does not fall within the scope of the waiver of sovereign immunity for UDJA

claims against the State and its entities, because it does not include a chal-

lenge to the validity or constitutionality of a statute. The Texas Supreme Court has explained that sovereign immunity does

not bar suits against the State challenging the constitutionality of a statute

and seeking only equitable relief. See Patel v. Tex. Dep’t of Licensing and Regulation, 469 S.W.3d 69, 75–76 (Tex. 2015); see also City of El Paso, 284

S.W.3d at 372–73, n.6 (holding that the UDJA waives sovereign immunity

for claims challenging the validity of statutes). Conversely, claims asserted

against the State under the UDJA which do not challenge the validity or con-

stitutionality of a statute—either seeking only a declaration of rights under a

statute or failing to name a particular statute and challenge its validity—re-

main barred by sovereign immunity. See Sefzik, 355 S.W.3d at 621–22.

33 Here, Appellee does not challenge the constitutionality or validity of any

statute, but instead only seeks a declaration that the 88th Texas Legislature

appropriated funds to pay rent to Appellee. As such, there is no waiver of

immunity, and the trial court erred by denying Appellants’ request to dismiss this claim for want of jurisdiction.

2. Appellee has not pled a declaratory judgment action that would resolve the judicial controversy. The trial court is also without jurisdiction of Appellee’s UDJA claim be- cause the requested declaratory judgment would not resolve the underlying

controversy.

A declaratory judgment requires a judicial controversy as to the rights and status of parties actually before the court for adjudication, and the dec-

laration sought must actually resolve the controversy.” Brooks v. Northglen

Ass’n, 141 S.W.3d 158, 163–64 (Tex. 2004). Otherwise, the judgment amounts to nothing more than an advisory opinion, which a court does not

have the power to give. Lone Starr Multi Theatres, Inc. v. State, 922 S.W.2d

295, 297 (Tex. App.—Austin, 1996, no writ.) (citation omitted).

Furthermore, permitting a declaration that seeks to resolve issues al-

ready raised by a claim, such as Appellee’s breach of lease claim, is an im-

proper exercise of discretion. Texas courts have consistently rejected declar-

atory judgment claims that seek the resolution of matters that will already be

resolved as part of the claims in the lawsuit. See, e.g., Narisi v. Legend Di-

versified Investments, 715 S.W.2d 49, 51 (Tex. App.—Dallas 1986, writ ref’d

34 n.r.e.) (“[T]he legislature did not intend to authorize defendants to bring a

declaratory judgment action to determine rights already subject to determi-

nation in a pending suit.”).

It is well-settled that the UDJA does not in and of itself provide subject- matter jurisdiction. Chenault v. Phillips, 914 S.W.2d 140, 141 (Tex. 1996)

(holding UDJA is only a procedural device for deciding matters already

within a court’s subject matter jurisdiction). Thus, other than as specifically allowed, the UDJA does not allow parties to circumvent the State’s sovereign

immunity by re-characterizing a barred suit as one that is not. See Sefzik, 355

S.W.3d at 621–22. Thus, immunity will bar even an otherwise proper declar- atory relief suit that has the effect of establishing a right to relief against the

State or its political subdivisions for which the Legislature has not waived

immunity. See id. at 622.

Appellee cannot maintain a cause of action for declaratory relief to es-

tablish factual elements of a breach of contract claim that is barred by sover-

eign immunity. Sovereign immunity bars a breach of contract claim and pri- vate parties cannot circumvent the State’s sovereign immunity from suit by

characterizing a contract dispute as a declaratory judgment claim. Comm'n

v. Little-Tex Insulation Co., 39 S.W.3d 591, 597 (Tex. 2001). Here, Appellee’s

declaratory judgment action asks the Court to declare that the 88th Texas

Legislature appropriated funds to pay rent to Appellee to satisfy the States’s

alleged obligations under the Lease for the 2024 and 2025 fiscal years.

35 CR.647. This is merely one issue of Appellee’s breach of lease claim and, as a

result, does not resolve the immediate controversy between the parties.

In fact, even if this Court issued an order with this declaration, the

Court’s judgment would not offer Appellee any type of redress or affect the legal relationship of the parties, as the issue of the contractual obligations of

the parties, among other issues, still remains part of its barred breach of lease

claim. As a result, Appellee’s request for a declaration would require this Court to issue an improper advisory opinion. Section 37.008 of the UDJA

contemplates such situations, providing:

The court may refuse to render or enter a declaratory judg- ment or decree if the judgment or decree would not termi- nate the uncertainty or controversy giving rise to the pro- ceeding.

Tex. Civ. Prac. & Rem. Code § 37.008. However, the Court need not rely on

Section 37.008 because Appellee’s request for declaratory relief against Ap-

pellants is barred by sovereign immunity. Accordingly, the claim must be

dismissed for want of jurisdiction.

3. Appellee has not pled a valid declaratory judgment action against Executive Director Novak and Deputy Executive Commissioner Niles. The trial court is also without jurisdiction to reach the claim as to Exec-

utive Director Novak and Deputy Executive Commissioner Niles because

such a claim may only be brought against the agency itself, not a state official,

and the Legislature has not waived sovereign immunity for all actions against

the State that might fall within its scope, but only those claims against the

36 sovereign entity itself. Sefzik, 355 S.W.3d at 621, 622, n.3. Because Appellee’s

UDJA claim is brought against all Appellees, not just the entities themselves,

sovereign immunity is not waived as to the UDJA claim against Executive

Director Novak and Deputy Executive Commissioner Niles.

C. Appellee cannot establish jurisdiction over its ultra vires claim. While Appellee’s breach of lease and UDJA claims do not fall within the

limited and narrow waiver contemplated by Chapter 114 of the Civil Practices

& Remedies Code and the UDJA, Appellee argues that the ultra vires excep-

tion to sovereign immunity nonetheless applies to Executive Director Novak

and Deputy Executive Commissioner Niles for actions related to the termi-

nation of the Lease. CR.649−50. This exception to sovereign immunity ap-

plies to claims that a governmental official acted without lawful authority or

failed to perform a purely ministerial act. The Supreme Court has articulated that “[n]otwithstanding sovereign immunity, Texas law recognizes ‘ultra

vires’ claims seeking prospective injunctive relief against individual govern-

ment officials in their official capacities.” Heinrich, 284 S.W.3d at 373, 376.

1. Appellee has not pled facts establishing Executive Director Novak and Deputy Executive Commissioner Niles acted be- yond the scope of their authority. Ultra vires claims are a rare exception to a state’s immunity. “To fall

within this ultra vires exception, a suit . . . must allege, and ultimately prove,

that the officer acted without legal authority or failed to perform a purely

ministerial act.” Id. at 372. If the plaintiff has not actually alleged such an

37 action, the claims remain jurisdictionally barred. Andrade v. NAACP of Aus-

tin, 345 S.W.3d 1, 11 (Tex. 2011) (“[Defendant official] retains immunity from

suit unless the [plaintiffs] have pleaded a viable claim.”). “While it is true that

sovereign immunity does not bar a suit to vindicate constitutional rights, im- munity from suit is not waived if the constitutional claims are facially inva-

lid.” Klumb, 458 S.W.3d at 13 (internal citations omitted). Alternativity said,

where an official-capacity defendant acts within his legal authority, he is en- titled to sovereign immunity. See Hall v. McRaven, 508 S.W.3d 232, 240–

41 (Tex. 2017). Under this standard, Appellee has not pled a viable claim.

Chapter 2167 of the Texas Government Code governs “Lease of Space for State Agencies.” Tex. Gov’t Code 2167.001 et seq. Section 2167.055(e) states

that “a lease contract is contingent on the availability of money appropriated

by the legislature to pay for the lease.” Section 2167.101 further states that a

“state agency occupying space leased under this chapter shall certify to the

commission . . . that money is available to pay for the lease until the end of

the next fiscal biennium.” Tex. Gov’t Code 2167.101. Appellee alleges that Deputy Executive Commissioner Niles “wrongfully

failed to certify” to TFC that funds were in fact available to fund the Lease.

CR.649. Appellee further seeks an injunction mandating Executive Director

Novak comply with his alleged “non-discretionary statutory obligations to

instruct that rent be paid under the Lease for the 2024-2025 fiscal years.”

CR.650. Appellee also alleges Executive Director Novak did not comply with

TFC’s own rules for terminating a lease. CR.649.

38 These allegations are insufficient to establish the Court’s subject matter

jurisdiction because “merely asserting legal conclusions or labeling a defend-

ant’s actions as ‘ultra vires,’ ‘illegal,’ or ‘unconstitutional’ does not suffice to

plead an ultra vires claim—what matters is whether the facts alleged consti- tute actions beyond the governmental actor’s statutory authority, properly

construed.” Texas Dep’t of Transp. v. Sunset Transp., Inc., 357 S.W.3d 691,

702 (Tex. App.—Austin 2011, no pet.) (emphasis in original); Tabrizi v. City Austin, 551 S.W.3d 290, 305 (Tex. App.—El Paso 2018, no pet.) (holding the

that the trial court lacked subject-matter jurisdiction because the pleaded

facts did not allege viable ultra vires claim). “Ultra vires claims depend on the scope of a state official’s authority.”

Hall, 508 S.W.3d at 234. As such and contrary to Appellee’s belief, the natu-

ral starting point in this case is HHSC’s governing authority. See contra,

CR.649−50 (seeking an injunction mandating Deputy Executive Commis-

sioner Niles comply with his “non-discretionary statutory obligations to cer-

tify the availability of funds” and seeking an injunction mandating Executive Director Novak retract the alleged wrongful termination of the Lease and

comply with his “non-discretionary statutory obligations to instruct that

rend by paid” under the Lease”).

Neither section of Chapter 2167 explains when, whether, or how that

money is determined to be “available” “to pay for the lease” with such “pre-

cision and certainty as to leave nothing to the exercise of discretion or judg-

ment.” City of Houston v. Houston Mun. Emps. Pension Sys., 549 S.W.3d

39 566, 576 (Tex. 2018). Appellee has not pled that Deputy Executive Commis-

sioner Niles made the decision that funds were unavailable to pay the rent

under the Lease for the 2024-25 fiscal years. But once HHSC determined that

funds were unavailable to pay rent under the Lease, Deputy Executive Com- missioner Niles was obligated to certify that the funds were not available.

Tex. Gov’t Code § 2167.101. To the extent Appellee implies that Deputy Ex-

ecutive Commissioner Niles’s actions impute the funding determination to an action he made, Appellee has not and cannot allege that the determination

of the “availability” or “lack of funding” available to pay for the lease is non-

discretionary and thus falling under the ultra vires exception to Deputy Ex- ecutive Commissioner Niles’s sovereign immunity.

Further, Executive Director Novak simply carried out the actions within

his authority to complete the action—terminating the Lease 7—after HHSC

made the determination. Appellee makes no allegation that Executive Direc-

tor Novak was involved in the decision that funds were not appropriated for

this Lease. If funds were not appropriated pursuant to section 2167.101, TFC

could terminate the Lease. But even so, TFC has an obligation and the dis-

cretion—required by the Legislature—through section 2167.0021, to make

leasing decisions on the basis of obtaining best value for the state. Tex. Gov’t

7 Despite arguing Executive Director Novak failed to follow TFC rules, Appel-

lee cannot reasonably argue that the provision of the Lease, which makes the Lease contingent upon the continuation of availability of money appropri- ated by the Legislature to pay the lease, did not put Appellee on notice at least six-months prior to the termination of the Lease. CR.649.

40 Code § 2167.0021. Simply pleading that the action is “non-discretionary”

does not make it so. Texas Dep’t of Transp., 357 S.W.3d at 702. Executive

Director Novak was acting within his discretion when he provided the termi-

nation notice for the Lease, and his interpretation cannot be made the basis of an ultra vires action. To hold otherwise would thwart the Legislature’s

goal in enacting section 2167.0021.

2. Appellee has not established that Executive Director Novak or Deputy Executive Director Niles acted outside their legal authority. “An ultra vires claim based on actions taken ‘without legal authority’ has

two fundamental components: (1) authority giving the official some (but not

absolute) discretion to act and (2) conduct outside of that authority.” Hall,

508 S.W.3d at 239. A government officer acts without legal authority if he

exceeds the bounds of his granted authority or if his acts conflict with the law itself. Houston Belt & Terminal Railway Co. v. City of Houston, 487 S.W.3d

154, 158 (Tex. 2016). In such cases then, “ultra vires claims depend on the

scope of the state official’s authority.” Hall, 508 S.W.3d at 234. Conse-

quently, the standard for an ultra vires act is whether it was done without

legal authority, not whether it was correct. Id. Likewise, it is not an ultra

vires act for a government official to make a decision or to act within his or

her authority in a manner that differs from the way others might have acted

with similar authority.

When such absolute discretion—free decision-making without any con-

straints—is granted, ultra vires suits are absolutely barred. However, as a

41 general rule, “a public officer has no discretion or authority to misinterpret

the law.” Cf. In re Smith, 333 S.W.3d 582, 585 (Tex. 2011) (orig. proceeding).

The question is thus whether Executive Director Novak and Deputy Ex-

ecutive Commissioner Niles had the discretion to take the actions taken, in- cluding whether HHSC officials had the discretion to determine how to

spend the general “lease” funds appropriated by the Legislature. Appellee al-

leges no facts that any individual at HHSC violated any law or was restricted from making a determination that the funds it requested and received from

the Legislature’s Appropriation Bill are or are not sufficient to cover any par-

ticular state agency line item. In fact, Appellee’s petition does not challenge HHSC’s discretion to determine whether funds are appropriated—it only

challenges the agency’s interpretation of the appropriation bill and actions

based on that determination. CR.648−50.

Each of the alleged ultra vires actions depend on a determination by

HHSC on how to balance its budget and allocate the funds it received from

the Legislature. For example, the only alleged action taken by Deputy Exec- utive Commissioner Niles is that he had to certify to TFC if funds were avail-

able. See Tex. Gov’t Code §523.0051; see also § 2167.101. Once a determina-

tion was made by HHSC that, in its discretion, funds were not available, a

fact that Appellee does not allege as violating any particular law, then Deputy

Executive Commissioner Niles was required to act within his authority and

certify saying as much. Id. Similarly, Executive Director Novak was

42 authorized to send a notice of termination of the Lease upon HHSC’s deter-

mination that the Legislature had failed to fund it. Id.

Appellee argues that it is “nonsensical to read Section 2167.101 to allow

a state agency to cause a lease termination by simply failing to truthfully re- port on the funds that have been made available to the agency to pay for a

lease.” CR.1068. But Appellee ignores that the Legislature has given agencies

discretion to effectively manage their budgets and allocate appropriations. Appellee’s Lease is not a line item on the General Appropriations Act for

which the Legislature specifically allocates funding; instead, the Legislature

provides set funds for a specific program or general funding need (like leases, generally) and HHSC is granted the discretion to determine the best use of

those funds within the allotted program or funding area. See CR.645 (citing

HB 1 showing HHSC amounts appropriated for “Rent – Building”). Every

alleged ultra vires action alleged by Appellee depends on the fundamental

discretion of HHSC (as well as other state agencies) to make this determina-

tion. Appellee has not alleged any cause of action challenging that determi- nation as violating the law. And as to Appellee’s argument that the actions of

Executive Director Novak and Deputy Executive Commissioner Niles are

only entitled to “limited” discretion, the Texas Supreme Court has continued

to hold that merely alleging an official’s discretion is limited will not be suf-

ficient to avoid dismissal. As the Court noted in Houston Belt & Terminal

Railway Co. v. City of Houston, “many legislative grants of authority,

43 although not absolute, will be broad enough to bar most, if not all, allegedly

ultra vires claims.” 487 S.W.3d at 158.

Each of these alleged ultra vires actions stem from an action by HHSC

to determine whether the Legislature appropriated funds to pay the particu- lar Lease, a determination that HHSC has discretion over.

3. Appellee has failed to establish that Executive Director No- vak and Deputy Executive Commissioner Niles failed to per- form a purely ministerial act. An ultra vires claim can also stem from a state official’s failure to per-

form a purely ministerial act. Heinrich, 284 S.W.3d at 372. “Ministerial acts are those where the law prescribes and defines the duties to be performed

with such precision and certainty as to leave nothing to the exercise of dis-

cretion or judgment.” City of Houston, 549 S.W.3d at 576 (quotation omit- ted). “Conversely, discretionary acts are those that require the exercise of

judgment and personal deliberation.” Id. “A writ of mandamus can be used

to compel a public official to perform a ‘ministerial act,’ which, for purposes

of mandamus, is an act where ‘the law clearly spells out the duty to be per-

formed by the official with sufficient certainty that nothing is left to the ex-

ercise of discretion.’” Id. at 577 (quotation omitted).

Moreover, an allegation that a state officer made an administrative

agency decision that is erroneous, or an incorrect interpretation of law is not

an allegation of an action or “conduct” that exceeds the bounds of one’s au-

thority; it therefore cannot form the basis of an ultra vires claim. See City of

Austin v. Utility Assocs., Inc., 517 S.W.3d 300, 310 (Tex. App.—Austin 2017,

44 pet. denied) (“Where, as here, a governmental body has been delegated au-

thority to make some sort of decision or determination, immunity jurispru-

dence has long emphasized a critical distinction between alleged acts of that

body that are truly ultra vires of its decision-maker authority, and are there- fore not shielded by immunity, and complaints that the body merely ‘got it

wrong’ while acting within this authority, which are shielded.”); Tex.

Comm'n of Licensing & Regulation v. Model Search Am., Inc., 953 S.W.2d 289, 292 (Tex. App.—Austin 1997, no writ) (explaining that claiming an

agency had authority to interpret statute but had interpreted provision in-

correctly was insufficient to invoke ultra vires exception because the possi- bility that the agency might interpret the provision incorrectly did not de-

stroy its authority to make that determination).

The Texas Supreme Court has held that a cognizable ultra vires claim

must challenge the government official’s authority to decide, not the correct-

ness of the official’s decision. Honors Acad., Inc. v. Texas Educ. Agency, 555

S.W.3d 54, 68 (Tex. 2018). For example, in Harlan v. Tex. Department of Insurance, a plaintiff alleged that a worker’s compensation administrative

hearing officer acted ultra vires. No. 01-14-00479-CV, 2016 WL 3476914, at

*2–*3 (Tex. App.—Houston [1st Dist.] June 23, 2016, no pet.)(mem. op.). But

because a hearing officer’s functions are discretionary, and the hearing of-

ficer acted within the bounds of that discretion in that she issued an admin-

istrative decision with which the plaintiff merely disagreed; she enjoyed im-

munity. Id. at *3

45 The very nature of the budgetary process requires HHSC and personnel

to exercise discretion in determining whether sufficient funds were appro-

priated to pay various expenses. Essentially, Appellee implies but fails to

plead that there is a person or persons at HHSC that made an incorrect de- termination that breached the lease. But once that determination was made,

Deputy Executive Commissioner Niles completed the ministerial duty to cer-

tify funds were not available, which he did, and which resulted in Executive Director Novak terminating the lease. CR.316-318, CR.320. Appellee points

to no facts to demonstrate that Deputy Executive Commissioner Niles

thought or understood his statement in the certification to be false. Appellee may not agree with the decision the agency made, but the agency has the

responsibility to determine whether the funds requested will cover existing

costs given the best value to the state. Tex. Gov’t Code 2167.0021.

Appellee’s claim is an attempt to control state action. Agencies are dele-

gated authority to determine their budgets. Here, Appellee attempts to hand-

cuff HHSC—and all similarly situated state agencies—from effectively deter- mining whether the Legislature has appropriated funds sufficient to support

their requested appropriations. By asking this Court to instruct HHSC how

to prepare its budget or interpret the appropriations bill to support the

budget of the agency, Appellee is not asserting a valid ultra vires claim. It is

instead seeking to control state action by restraining the state and its officials

in the exercise of discretionary statutory or constitutional authority—which

46 is barred by sovereign immunity. See Texas Dep't of Protective & Regulatory

Servs. v. Mega Child Care, Inc., 145 S.W.3d 170, 198 (Tex. 2004).

4. Appellee improperly seeks retrospective relief, which is outside the scope of the ultra vires exception. A threshold question one must ask is whether the plaintiff’s relationship

to the governmental entity is ongoing, or whether it has terminated. As the

Fourteenth Court of Appeals articulated in its City of Galveston v. CDM

Smith, Inc. decision, if the suit arises out of a contract or other arrangement that has ended before the suit is filed, any relief would be, by definition, ret-

rospective and an ultra vires suit cannot be maintained.

In CDM Smith, a contractor assisting with reconstruction after Hurri- cane Ike sued the City after it stopped submitting the contractor’s invoices

for payment by the U.S. Department of Housing and Urban Development.

470 S.W.3d 558, 562−63 (Tex. App.—Houston [14th Dist] 2015, pet. denied). The contractor sued city officials, alleging that they acted ultra vires in fail-

ing to invoice HUD on its behalf. The Fourteenth Court, however, rejected

the contractor’s purported ultra vires claim because it sought retrospective

relief. See id. at 569−570. “As Heinrich made clear, immunity for an ultra

vires act is only a waiver with regard to bringing future acts into compliance

with the law.” Id. at 569. In CDM Smith, however, the allegedly ultra vires

acts—refusing to approve and submit the invoices to HUD—had already oc-

curred and were not recurring because the contract had already expired. Id.

at 570. Hence, there was no possible prospective relief that could be attained

47 in an ultra vires suit. Since Heinrich, the scope of the ultra vires exception

to immunity has been both expanded and narrowed—in the context of real

property disputes and (allegedly) unconstitutional regulations, respectively.

In all cases, however, “[t]o fall within this ultra vires exception, a suit must not complain of a government officer’s exercise of discretion.” Heinrich, 284

S.W.3d at 372.

Accordingly, Appellee is asserting ultra vires claims against Executive Director Novak and Deputy Executive Commissioner Niles for their prior ac-

tions, which is by its very nature retrospective relief which does not meet the

requirements to be a valid ultra vires suit. Therefore, sovereign immunity bars the suit against Novak and Niles from going forward.

Retrospective monetary relief is also generally barred for ultra vires

claims. Relying on the Hartzell case, Appellee argues that it only seeks pro-

spective injunctive remedies. CR.1065 (citing Hartzell v. S.O., 672 S.W.3d

304, 311 (Tex. 2023)). But the injury that Appellee complains of is the termi-

nation of the Lease. And a quick glance at Appellee’s Prayer in its Second Amended Petition only shows a request for a judgment against the State and

its entities for “monetary damages” and other monetary relief for the alleged

breach. CR.650−51. Any further “injunctive” relief as a result of Appellee’s

alleged ultra vires claims would necessarily require the Court to “undue”

past decisions, such as the termination of the Lease and certification of

funds. CR.648−50. Therefore, it is clear that Appellee’s request for “injunc-

tive relief” is merely a disguised claim for compensation for past harm.

48 If this Court were to order Appellants to take the actions requested (and

ultimately reinstate the Lease), this Court would in effect be ordering Appel-

lants to pay Appellee compensation for past conduct. Such retrospective

monetary relief is barred. CONCLUSION

For these reasons, Appellants respectfully request that this Court reverse

the partial denial of their Plea to the Jurisdiction and remand to the trial court with instruction to dismiss with prejudice Appellee’s claim.

Respectfully submitted.

KEN PAXTON Attorney General of Texas

BRENT WEBSTER First Assistant Attorney General

RALPH MOLINA Deputy First Assistant Attorney General

AUSTIN KINGHORN Deputy Attorney General for Civil Litigation

KIMBERLY GDULA Chief, General Litigation Division

/s/ Alyssa Bixby-Lawson ALYSSA BIXBY-LAWSON Attorney-in-Charge Texas Bar No. 24122680 Assistant Attorney General General Litigation Division P.O. Box 12548, Capitol Station

49 Austin, Texas 78711-2548 (210) 270-1118 | FAX: (512) 320-0667 Alyssa.Bixby-Lawson@oag.texas.gov

Counsel for Appellants

CERTIFICATE OF SERVICE

The undersigned hereby certifies that on this 17th day of March, 2025,

the foregoing Brief of Appellants was filed with the Clerk of this Court and

served on the following via EFileTexas.gov efiling service.

R. Kemp Kasling Law Offices of R. Kemp Kasling, P.C. 5511 Parkcreast Dr., Suite 110 Austin, Texsa 78731 (512) 472-6800 kkasling@khdalaw.com Counsel for Appellee

/s/ Alyssa Bixby-Lawson Alyssa Bixby-Lawson Assistant Attorney General

50 CERTIFICATE OF COMPLIANCE

In compliance with Texas Rule of Appellate Procedure 9.4(i)(2), this

Appellant’s Brief contains 10,427 words, excluding the portions of the brief

exempted by Rule 9.4(i)(1), as calculated by Microsoft Office 360.

/s/ Alyssa Bixby-Lawson ALYSSA BIXBY-LAWSON Assistant Attorney General

Appendix A Order Granting in Part and Denying in Part Defendants’ Amended Plea to the Jurisdiction to Second Amended Petition

Appendix B State Lease between 8317 Cross Park and State of Texas

Appendix C Civil Practice and Remedies Code, Title 5, Chapter 114

52 Chair Executive Director William Allensworth Mike Novak

Commissioners Mailing address: Steve Alvis P. 0. Box 13047 Brian Bailey Austin, TX 78711-3047 Patti C. Jones (512) 463-3446 Rigoberto "Rigo" Villarreal C. Price Wagner www.tfc.state.tx.us

January 7, 2020

Truist Bank Attn: Jay Hall, Vice President 1010 Kennedy Drive, Suite 100 Key West, Florida 33040

Lease: 10292 Austin Te1m: 09/01/2002 through 008/31/2028

Dear Mr. Hall:

Please find enclosed a Tenant Estoppel Ce11ificate, as requested, for the above referenced lease. If a change of ownership of the property is anticipated, the Notice of Change of Lessor for State Lease Contracts, Vendor Direct Deposit/Advance Payment Notification Authorization, W-9 and Texas Application for Payee Identification Number forms have been included for completion and return.

If you have any questions, please contact me at (512) 463-5649.

Jenny Rmz Program Specialist, State Leasing Services Planning and Real Estate Management Division

Enclosures

Texas Facilities Commission Physical address: 1711 San Jacinto Blvd, Austin, Texas 7870 I - - - * * Planning and administering facilities in service to the Stale of Texas*,.__ __

11 APPENDIX B EXHIBIT A NOTICE OF CHANGE OF LESSOR FOR STATE LEASE CONTRACTS INSTRUCTIONS AND INFORMATION

a. The following documents are requir-ed to process a Change of Lessor request and should be sent directly to the Texas Facilities Commission (TFC) Leasing Program: I.) Notice of Change of Lessor for State Lease Contracts form 2.) A copy of the recorded deed showing the transfer of ownership and providing the property description 3.) A 1·ecent property tax statement matching the p.-operty address with the legal description.

lmpo1·tant: The Change of Lessor for State Lease Contracts form must be signed by both the old and the new owners. Signatures must also represent only those persons designated for having signatory power. A copy of a corporate resolution or document identifying those persons with signatory authority is required.

b. Payment to the New Lessor may not be approved by TFC until this notice has been accepted and signed by the Dil'ector, State Leasing Services for TFC.

c. Upon TFC's receipt and verification that all necessary documentation from the Lessor satisfactorily proves the change of owne1·sbip, TFC shall effect a notice of change of ownership to all pa11ies by the issuance of a Change of Lessor amendment to the lease contract. The amendment will be sent by TFC to the New Lessol', named herein, and to the Occupying Agency/ies.

d. Payment to the New Lessor by the Occupying Agency/ies shall begin, based upon the effective payment date stated in the amendment.

e. A pel'son asserting a right as a Lessor to the State by virtue of a transfer of interest from the stated Lessor, may not file this form, or be entitled to receive any payment from the State under the lease refel'l'ed to herein, where that person has, or claims to have, a different, a lesser, or no 1·esponsibility to fulfil the Lessor's duties under the subject lease.

f. For purposes of this Notice, the New Lessor need not obtain the signature of the Old Lessor, where

(1) the right to act as Lessor is transfened pursuant to a COURT ORDER; (In such a case the court order should be attached to this form.) OR (2) the right to act as Lessor is transferred pursuant to a proper exercise of a right to FORECLOSURE of a Vendor's Lien retained in a Deed of Trust, or pursuant to a proper exercise of any similar right of foreclosure duly authorized and documented. (In such case the right to receive payments under the lease is affected by the tel'ms of the legal document giving rise to foreclosure, and those legal documents should be submitted to TFC attached to this fonn).

g. The sole purpose of this form is to insure that all payments made by the State are to the proper persons and under the proper circumstances. Nothing in this form shall be understood to be for any other purpose.

h. In order to receive rent payments from a state agency, the New Lessor must establish a vendor Payee Identification Number (PIN) with the Texas Comptroller of Public Accounts. The PIN must be ente1·ed in the space provided unde1· item 3(b) on the revel'se side of this form prior to approval of this form by TFC. The Name of New Lessor entered in Item l on the reverse side of this form must match the Payee Name on the Texas Application for Payee Identification Number form. A downloadable application form can be found on the web site of the Texas Comptroller of Public Accounts @ www.cpa.state.tx.us. In the SEARCH field enter TINS MAIN MENUt open that link, under Quick Links open FORMS, scroll down to Texas Application for Payee Identification Number (Form AP-1S2).

Rc,·iscd: 05/2019

12 APPENDIX B EXHIBIT A NOTICE OF CHANGE OF LESSOR FOR STATE LEASE CONTRACTS (Please read and refer to Texas Facilities Commission (TFC) Rule and the standard State lease contract, and to the instructions and information on reverse side.)

RE: State Lease No. City: ______________ __, Texas

1. Name of New Lessor: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Owner of Record) All vouchers submitted subsequent to receipt and acceptance by TFC of this completed Notice will be approved for payment by the TFC only to the Lessor named above in this item. Acceptance by the TFC will be indicated below by signature of the Director, State Leasing Services for the Texas Facilities Commission.

2. Date of Tnnsfer of Interest: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Jf tr·ansfer ltas been effected by duly recol'ded instrument, provide recording data below)

Date filed: _ _ _ _ _ _ _ _ _ _ _ _ __ County of Record: _ _ _ _ _ _ _ _ _ _ _ _ _ __

Volume: _ _ _ _ _ _ _ _ _ _ _ _ _ __ Page:

TFC reserves the right to examine all instruments affecting transfe1· prior to approving vouchers for payment to the New Lessor.

3. Signatm·es Required: (For exception, see Item f. of the Instructions on the reverse side of this Notice)

(a) OLD LESSOR: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (As shown on existing contract)

Signature: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ / _ _ _ _ _ _ _ _ _ _ _ (Typed or printed name)

Title: ______________ ___ Date: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

No voucher signed by the Old Lessol' for a lease period subsequent to the date this Notice will approved by TFC for payment.

(b) NEW LESSOR: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ (As shown in 1. above)

Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ City: _ _ _ _ _ _ _ _ _ _ _ __

State ----------- Zip: _ _ _ __ Tel. (

Fax ( Email: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

Signature: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ / ____________ (Typed or printed name)

Title: _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Date: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

Payee Identification Number (PIN): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

(c) PROPERTY MANAGEMENT COMPANY: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

Contact Personffitle: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ City: _ _ _ _ _ _ _ St. _ _ _ _ _ Zip: _ _ _ __

Tel. ( ) _ _ _ _ _ _ _ F~x ( Email:

4. No vouchers received subsequent to generation of this Notice will be approved by TFC for payment to the New Lessor his Notice is completed and signed by all parties as indicated above, and signed by the Direct01· of State Leasing for TFC.

on behalf of the Texas Facilities Commission

Date: _ _ _ _ _ _ _ _ _ _ __ Directoi·, State Leasing Services ing and Real Estate Management Division

APPENDIX B 13 EXHIBIT A ~~AP-152 _W For Comptroller's use only \W :" (Rev.S.17/17)11'~ Application for Texas Identification Number • See instructions on back I I 1. Is this a new account? D YES Mall Code 000 0 NO Enter Mail Code ,_1__._____.,__, Agency number Complete Sections 1 - 5 Complete Sections 1, 2 & 5

2. Texas Identification Number (TIN) - Indicate the type of number you are providing to be used for your TIN D Employer Identification Number (EIN) (9 digits) .... 0 Social Security number (SSN) (9 digit&) Enter the nd D Individual Taxpayer Identification Number (ITIN) (9 cJlgJtsJ i number I icated 0 Comptrolle...s assigned number (FOR STATE AGENCY USE ONLY) (11 digits) 0 Current Texas Identification Number (FOR STATE AGENCY USE ONLV) (11 diglla) 3. Are you currently reporting any Texas tax to the Co!!'J)troller's lf"YES,• enter Texas office such as sales tax or franchise tax? YES 0 D NO Taxpayer Number ,....___.,_~..,____.____._......_......_.....i.;____.L--' -----' Payee Information (Please type or print) 4. Name of payee (Individual or business to be paid)

5. Mallng address where you want to receive payments

6. (Optional)

7. (Optional)

8. (Optional)

9. City State ZIP code L........L...,_

1o. Payee telephone number SIC Security Zone (Area code and numbe" ,.__..,____.___, ....___,_______, .._...,__.___.___, code , type code L.......J ( 0, 1, 2 ) code ,.___..._...,__,, 11. Ownership Cod88 - Check only one code by the appropriate ownership type that appfies to you or your business.

D I - Individual Recipient (not owning a business) D L - Texas Limited Partnership: If checked, enter the Texas File Number D S- Sole ownership (lndlvldual owning a business): If checked, enter the owner's name and Social Security number (SSN) D T - Texas Corporation: If checked, enter the Owner's name Texas FIie Number

SSN / ITIN (G diQlt&) D A• Professional Association: If checked, enter the C") Texas File Number C D P - Partnership: If checked, enter two partner's names and D C - Professional Corporation: i Social Security numbers (SSN). If a partner Is a corporation, use the corporation's Employer Identification Number (EIN).

Name _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ If checked, enter the Texas File Nun'i>er D 0- Out-of-State Corporation $SN / ITIN / EIN (9 dlQlls) ,_,.__.___._~_.__....._....._......__...__, D G- Governmental Entity Name _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ D U - State agency / University D F - Financial Institution SSN I mN I EIN (9 dlgtt;s) ._,__.____....._.,___.___...___,_........___, D R- Foreign (out of U.S.A.) 0 N- Other: If checked, explain. 12. Payment Assignment? D YES □ NO Note: A copy of the assignment agn,ement between payees must be attached.

Assignment date

lilJ,alufe (App/icattl Of eulhotized agent) Date

P,epared by Phone (Area code end numoer,

APPENDIX B 14 EXHIBIT A Form W-9 (Rev. December 2014) Request for Taxpayer Give Form to the requester. Do not Department of the Treasury Identification Number and Certification send to the IRS. Internal Revenue Service 1 Name (as shown on your Income tax return). Name is required on this line: do not leave this line blank.

2 Business name/disregarded entity name, if different from above ~ Cl ~ 3 Check appropriate box for federal tax classification: check only one of the following seven boxes: 4 Exemptions (codes apply only to C certain entitles, not individuals; see Cl) D Individual/sole proprietor or 0 Cl) 0 C Corporation D S Corporation D Partnership D Trust/estate instructions on page 3): single-member LLC a. g Exempt payee code (If any) D Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership} ► ---- f~ Note, For a single-member LLC that Is disregarded, do not check LLC: check the appropriate box In the line above for Exemption from FATCA reporting

~i D 'C: .5 the tax classification of the single-member owner. Other (see instructions) ► code (if any) (App/iss lo accounts m11intaln&d Olllild• IIH> U.S.) 0. u lj; 5 Address (number, street, and apt. or suite no.) Requester's name and address (optional) '6 l (I) 6 City, state, and ZIP code ~ 7 List account number(s} here (optionaO

-· Taxpayer Identification Number (TIN) Enter you~ TIN in_ the app_ro~ri~te box. :h~ TIN provided must_ match t~e name given on line 1 to avoid backup withholding. For md1v1duals, this Is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other DI] DJ I I I I I I Social security number

- - I

entities, it is your employer identification number (EIN). If you do not have a number, see How to get a . . . . . TIN on page 3. or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for ~I-Em_p_lo_y_e_r-id_e_n_U_flc_a_t_lo_n_n_u_m_b_e_r_ _ ___, guidelines on whose number to enter.

Certification Under penalties of perjury, l certify that 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification Instructions. You must cross out Item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Signature of Here U.S. person ► Date ►

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T General Instructions (tuition) Section references are to the Internal Revenue Code unless otherwise noted. • Form 1099-C (canceled debt) Future developments. Information about developments affecting Form W-9 (such • Form 1099-A (acquisition or abandonment of secured property) as legislation enacted after we release it) is at www.irs.gov/fw9. Use Form W-9 only if you are a U.S. person (including a resident allen), to Purpose of Form provide your correct TIN. If you do not retum Form W-9 to the requester with a TIN, you might be subject An lndiVidual or entity (Form W-9 requester} who Is required to file an information to backup withholding. See What Is backup withholding? on page 2. return with the IRS must obtain your correct taxpayer Identification number {TIN) which may be your social security number (SSN}, individual taxpayer identification By signing the filled-out form, you: number (ITIN), adoption taxpayer Identification number (ATIN}, or employer 1, Certify that the TIN you are giving is correct (or you are waiting for a number identification number (EIN), to report on an Information return the amount paid to to be issued), you, or other amount reportable on an information return. Examples of information returns Include, but are not limited to, the following: 2. Certify that you are not subject to backup withholding, or • Form 1099-INT (interest earned or paid) 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of 99-DIV (dividends, Including those from stocks or mutual funds} any partnership income from a U.S. trade or business is not subject to the ious types of income, prizes, awards, or gross proceeds) withholding tax on foreign partners' share of effectively connected income, and mutual fund sales and certain other transactions by 4. Certify that FATCA code(s) entered on this form Of any) indicating that you are exempt from the FATCA reporting, is correct. See What Is FATCA reporting? on from real estate transactions) page 2 forfurther information. t card and third party network transactions)

Cat. No. 10231X Form W-9 (Rev, 12-2014}

APPENDIX B 15 EXHIBIT A ~~ 74-176 ::;;...r ~= (Rev.8-17/19)F_m For Comptroller's Use Only

Direct Deposit Authorization I I This form may be used by vendors, individual recipients or state employees to receive payments from the state of Texas by direct deposit or to change/cancel ex;sting direct deposit infonnation.

Transaction Type ~ D New setup (Sections 2, 3, 5 and 6) D Change account type (Sections 2, 3, 4, 5 end 6) i= D Change financial institution (Sections 2, 3, 4, 5 and 6) D Cancellation (Sections 2 and 6 - Sections 7 and B for state agency use) ~ CJ') D Change account number (Sections 2, 3, 4, 5 and 6)

Payee Identification Payee type D Texas Identification Number (TIN) D Individual Taxpayer Identification Number (ITIN) Mail code (If not known, D State employee D Employer Identification Number (EIN) leave blank.) ('I z D Vendor or other recipient D Social Security Number (SSN) * 0 6 Payee name I I I I I I I I I I I I IPhone number I I I I

w ext. C/) Mailing address I City I State I ZIPcode

New Account Information (Setups and Changes) (Completion by financial jnstitution is recommended.) Financial institution name I City I Slate

M Routing transit number (9 digits) Customer account number {maximum 17 characters) Type of accounl z 0 j:: I I I I I - I I I I I - L-J I I I I I I I I I I I I I I I I I I I I I □ Checking □ savings

uw Financial representative name (optional) TIiie (optional) C/)

Financial representative signature (optional) I Phone number (optional) ext. I Date (optional)

Existing Account Information (Changes Only) -=t Routing traMit number (9 digits) Customer account number (maximum 17 characters) Type d account (J UJ en L-J D Checking D Savings

International Payments Verification (required) ~ Will these payments be forwarded to a financial institution outside the United States?........................ ................................. D YES □ NO ~ If HYES, "also complete the ACH (Direct Deposit) Payment Destination Confirmation (Form 74-227).

Authorization for Setup, Changes or Cancellation (required) I authorize the Texas Comptroller of Public Accounts to deposit my payments from the state of Texas to my financial institution electronically. c.o I understand that the Texas Comptroller of Public Accounts will reverse any payments made to my account in error. z 0 I further understand that the Texas Comptroller of Public Accounts will comply at all times with the National Automated Clearing House Association's j:: rules. (For further information on these rules, please contact your financial institution.) (.) w fl) Sign ► Authorized signature here I Prinledname I Date

Cancellation by Agency (for state agency use)

Authorized Signature (for state agency use) Dale Please return your completed form to: Agency number

ext.

APPENDIX B 16 EXHIBIT A TENANT ESTOPPEL CERTIFICATE

Date: January 6, 2020

To: Truist Bank Austin 8317 Cross Park, LLC Attn: Jay Hall, Vice President 13 8 Simonton Street 1010 Kennedy Drive, Suite I 00 Key West, Florida 33040 Key West, Florida 33040

Re: State Lease 10292 Austin

Having the authority to do so, I hereby ce11ify, as of the date hereof, the following:

1. The State of Texas is the Lessee under State Lease 10292 Austin in which currently DuPont Cross Park Drive Limited Partnership is identified as Lessor.

2. Lessee presently occupies the premises demised by the Lease. Subject to Lessor's obligations to maintain the premises demised by the Lease and any other terms and conditions of the Lease, Lessee has accepted the premises demised by the Lease and acknowledges that, following Lessee's inspection of same, the Property and Premises demised by the Lease substantially complies with all of the Lease Requirements.

3. The Lease, a copy of which is attached hereto, commenced on September 1, 2002 and currently terminates on August 31, 2028, unless extended or terminated earlier in accordance with the terms of the Lease. 4. The Lease is in full force and effect and has not been amended, modified or supplemented in any way except as specified herein below, and the entire agreement between the Lessor and Lessee relative to Lessee's use of the premises demised by the Lease is embodied in the Lease.

5. Lessee is not aware of any default of the terms of the Lease on the part of Lessor, and as of the date of this Tenant Estoppel Certificate, Lessee has no knowledge of any claim against Lessor which might be offset against rents payable in the future.

6. The current rent payable under the Lease is $153,955.25 per month and no rents have been paid before the due date thereof. 7. Lessee has received no notice of a prior sale, pledge, assignment or hypothecation of the Lease or rent payable hereunder. are the following amendments, modifications, or supplements to the Lease: ation Increase Lease Amendment dated July 18, 2003; CPI Lease Payment Adjustment dated 2004; CPI Lease Payment Adjustment dated July 20, 2005; Lease Amendment dated

APPENDIX B 17 EXHIBIT A Tenant Estoppel Continued Lease #: 10292 Austin Page 2 of2

November 17, 2005; CPI Lease Payment Adjustment dated August 23, 2006; Lease Extension Amendment dated October 18, 2006; Add Space and Lease Renewal Amendment dated May 18, 2007; CPI Lease Payment Adjustment dated November 1, 2007; Add Space Amendment dated July 18, 2008; CPI Lease Payment Adjustment dated September 4, 2008; Change of Infmmation effective November 12, 2008; Add Space Amendment dated December 18, 2008; Lease Term Amendment dated March 10, 2009; CPI Lease Payment Adjustment dated September 9, 2010; CPI Lease Payment Adjustment dated September 15, 2011; CPI Lease Payment Adjustment dated October 2, 2012; CPI Lease Payment Adjustment dated July 13, 2013; CPI Lease Payment Adjustment Notification dated October 7, 2014; Space Allocation Notification dated December 4, 2015; Add Space Amendment dated May 17, 2016; Add Space Amendment July 8, 2016; CPI Lease Payment Notification dated August 9, 2016; Add Space Amendment dated August 26, 2016; Space Allocation Notification dated November 8, 2016; CPI Lease Payment Notification dated August 14, 2017; and Lease Renewal, Assumption of Utilities, with Tenant Improvements & State-Owned Cancellation Amendment dated February 14, 2018.

Respectfully,

THE STATE OF TEXAS, Lessee Acting by and through the TEXAS FACILITIES COMMISSION

--

Gayla~ v'.) Services, Planning and Real Estate Management Division

Attachments

jr

APPENDIX B 18 EXHIBIT A LEASE NO. 324-10292-E?A-AUSTIN

STATE LEASE (BID)

THE STATE OF TEXAS )

COUNTY OF TRAVIS )

1. PARTIES This Agreement is made and entered into this 13th day of December, 2001 , by and between LESSOR, Dupont Cross Park Drive Limited Partnership, of Travis County, Texas, U.S.A and LESSEE, STATE OF TEXAS.

2. PROPERTY LEASED Lessor promises, in return for the consideration described herein to be paid by the Lessee and the covenants set out herein to be kept by Lessee, to hereby lease, unto the Lessee, the following described property and premises, to wit :

25,300 square feet of net usable space, located in the

(Existing) [Building], at

8317 Cross Park Drive {Street address], in

.Austin 78754 [City]

Travis County, Texas

Lessor also promises to furnish any and all requirements related to such property and premises as set out in the Invitation for Bid, including specifications, the Bidder's response thereto, and the Notice of Award, each of which are incorporated herein by refere nee and made a part hereof for aU purposes.

3. MONTHLY RENTAL The Lessee agrees to pay Lessor Thirty-Six Thousand Five Hundred Thirty-Seven And 00/100 Dollars ($36,537.00) per month during the term of this lease~ (All additions or deletions of net usable space to this lease shall be based upon an annual rate of$ 17.33 per square foot.) Lessor agrees to submit monthly statements for rent to the occupying state agency. The monthly rentals provided for herein shall be due and payable by Lessee in advance on the first day of the month for which said rentals arc due.

4. TERM OF THE LEASE The term of this lease shall be for 60 months, commencing on the 1st day of September, 2002, and ending on the 31st day of August, 2007 unless sooner terminated as hereinafter provided. / /J ~ J _ n A' Vt,<-/';'6d c//!J-'f5 ry;--' (a) The Lessee, at its option, may renew this lease in accordance with the terms and conditions of the Invi~atio for Bid and the specifications contained therein, by advising the Lessor in writing of its in.tent to do so .no later than. ld~rior to the termination date described above in this paragraph. If the Invitation for Bid contained no reference to an pfion to renew for a specified term, this lease may be renewed once according to the same provisions that were in the original contract ·for a term not to exceed one year, on agreement of the parties .

.d~iffl~M~e contract is made and entered into in accordance with the provisions of Texas Government Code, Title 10, ~~--- • - _·_ -~- ~~ is made contingent upon the continuation of federally funded programs, or upon the availability of state funds ~ _appr ria • - the Leg(slature, to cover the full term and cost of this lease. In the event a curtailment of federally funded :; _ 1 gr or in the event state appropriated funds are unavailable, the General Services Commission) hereinafter _I-" _ re • -_ o a ~ - Commission, may assign another State agency to the space, or a part thereof, covered by this lease. Should - ~ t ·-. o i ._ _ e unable to find another State agency or agencies to fill, or partially fill the space, the Commission, upon • t,'v~>..f • •- the Lessor, either may terminate this lease, o~ a'd just it in accor~ance with the provisions of this lease. G:10 • sonnel\Region A\Corr\10292 Bid Lease Conlracl.doc (!) Q.J/;1,i J!z.{<1..- /fll!/ '//1,:?fo-z.. APPENDIX B 19 EXHIB IT A (c) If the Lessor shall be unable to give possession of the demised premises on the date of commencement of the term hereof by reason of the fact that the premises are located in a building being constructed and which has not been sufficiently completed to make such premises ready for occupancy, or if repairs, alterations, improvements or decorations of the demised premises are not ready for occupancy by the Lessee on the date of commencement of the term hereof, the Lessee may terminate the lease and attempt to secure other lease space in accordance with Texas Government Code, Title 10, Subtitle D. The Lessee may not terminate the lease if the delayed occupancy is the responsibility of the State, or is caused by conditions beyond the Lessor's control, such as strikes, lockouts, fire, unusual delay in transportation, unavoidable casualties, inclement weather, or any cause beyond the Lessor's control, which constitutes a justifiable delay. Should termination occur under this paragraph, the Lessor will be liable in damages for any additional rent the Lessee is required to pay for facilities substantially equal to those bid by the defaulting Lessor. If the Lessee so elects, the Lessee may continue to treat this lease as if in full force and effect for a period of no more than 120 days after the stated date of commencement, During this time, or for as long as possession does not commence, the rent reserved and covenanted to be paid shall not be paid, and Lessor shaU be_liable for an costs necessary to house the State agency in question during this term. Payment hereunder shall not begin until the possession of the premises is given or the premises are available for full occupancy by the Lessee.

5. GENERAL TERMS AND CONDITIONS (a) Lessor further agrees that should the Lessee request additional space during the term of this lease, Lessor may furnish such space as is requested by the Lessee, if available, adjacent to space covered by this lease, at a rental not more than the monthly cost per square foot shown in paragraph 3 above, and to be concurrent with the balance of the period covered by this lease. If it is determined by the Commission that market conditions have changed since the start of this lease, or the start of any option period currently in effect, the. monthly cost per square foot applicable to the space to be added may be adjusted to reflect present market conditions, as agreed to by the Lessor and Lessee. The Lessor shall a]so furnish any and all services provided in this lease. The lease of additional space shall not be valid, however, unless evidenced in writing and signed by both parties.

(b) Lessor covenants and agrees to pay au taxes of whatever nature, levied and assessed and to be levied or assessed, on or against the leased property and improvements during the term of the lease, and to keep the leased premises, property and buildings in good repair and condition during the continuance of the term of this lease, said maintenance to include, but is not limited to, the following services: 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 exterior, interior; plumbing, heating, air conditioning and ventilating equipment; fire protection equipment; miscellaneous valves; woodwork, locks, floor surfaces and coverings; lighting fixtures, and the replacement of all defective or burned-out light bulbs, fluorescent tubes, ballasts and starters.

(c) It ls further understood and agreed that if the Lessor does not maintain the premises and all appurtenances thereto, as heretofore specified, in reasonably good repair, reasonable wear and tear excepted, t·he Lessee shall notify the Lessor In writing in reference thereto by registered mail. If, within thirty (30) days after such notice has been mailed to the Lessor, said Lessor fails to take steps to remedy the grievances specified, the Lessee may take such actions in accordance with paragraph 5,(n) below.

(d) Lessor hereby covenants and agrees that hereafter and during the term of this lease, it will not rent, lease or otherwise furnish space in t-his or any adjacent buildings under its control to any enterprise which, In the usual exercise of its business, could be expected to create noise Qr odors injurious or disruptive to Lessee's normal governmental activity.

(e) Lessor further covenants that it has good and sufficient title to the said premises, and has full power and authority to execute this lease and to place Lessee in possession of the premises in full satisfaction of and compliance with the terms and conditions herein. Lessor also agrees that it will not attempt to impose upon Lessee any requirements of other legal instruments related to these premises not referred to herein or made a part hereof. Lessor warrants and defends unto Lessee a ainst the claims of all persons to the leasehold interests of the Lessee. Any person or entity executing this lease as agent for tach to this lease sufficient evidence or authority to act in the capacity shown.

gion A\Corr\10292 Bid Lease Contract.doc

APPENDIX B 20 EXHIBIT A LEASE NO. 324~10292-E7A-AUSTIN

(f) Lessor warrants that the operation of the Lessee on the demised premises is not in violation of any city ordinance or statute or any restriction imposed against the demised premises, and that said Lessor will indemnify said Lessee for any direct or indirect loss sustained by Lessee as a result of the existence of such restriction, ordinance or statute.

(g) Lessor hereby covenants and agrees that the Lessee may bring on to the leased premises any and all equipment and improvements reasonably necessary for the efficient exercise of Lessee's governmental responsibilities. Any and aIJ improvements which may have been made by the Lessee as shall be agreed to and adopted by the parties hereto shall become the property of the Lessee.

(h) Any s~gns necessary to indicate Lessee's name, location and governmental purpose shall be prepared and installed in accordance with Lessor's applicable rules and regulations and in keeping with building decor. Any special requirements of Lessee contrary to the above must be stated in the advertised specifications and made a part of this lease. •·

(i) On termination of this lease, by lapse of time or otherwise, Lessee may, within a reasonable time thereafter, at its option and expense, remove from said premises any and all improvements, equipment, appliances or other property placed or owned by it thereon, and shall deliver up said premises and property to Lessor in as good order and condition as they now are, or may be put by the Lessor, provided however, that reasonable use, ordinary wear and tear, depreciation, damages, or destruction by fire or the elements, or unavoidable casuaJty and repairs, and replacements, for which the Lessor is obligated, are excepted.

0) If, during the term of this lease, said premises, or any portion thereof; shall be condemned for any public purpose, either party hereto shall have the option of terminating and canceling this lease upon ·thirty (30) days notice to the other party of its election to do so.

(k) It is mutually agreed between the Lessor and the Lessee that if said building and premises shall, during the term of this lease or previous thereto, be slightly damaged by fire or any other cause or causes, the same shall be promptly repaired by the Lessor. During the time of such repair, if the space cannot be fully utiJized by Lessee, lease payments due hereunder shall be either reduced or withheld in accordance with the degree of non-use. But if said building and premises be so damaged as to render said premises unfit for occupancy, then, and from the date of such damage, this lease shall cease and be void, and rent and other obligations hereunder shall be due and payable only to the date of such damage. If the Lessor has available under his control space which will meet Lessee's needs and offers same to Lessee, the Lessee may at its option, occupy that space under the same terms and conditions of this lease.

(l) Lessee reserves the right to -assign any agency of State government to occupy all or any part of the space described herein, but covenants and agrees that it will not assign or sublet aJl or any part of the leased premises to any private parties (persons or corporations).

(m) In the event Lessee shall be in default in the payment of rentals or other charges hereunder or shall otherwise breach its covenants or obligations hereunder, and shall be and remain in default for a period of thirty (30) days after written notice from Lessor to it of such default, Lessor shall have the right and privilege of termJnating this lease and declaring the same at an end, and of entering upon and taking possession of said premises, and shall have the remedies now or hereafter provided by law for recovery of rent, repossession of the premises, and damages occasioned by such default.

(n) In the event Lessor shall breach or be in default in the performance of any of the covenants or obligations imposed upon Lessor by this lease, and shall remain in default for a period of thirty (30) days after written notice from Lessee to it of such default, Lessee shall have the right and privilege of terminating this lease and declaring the same at an end, and shall have the remedies now or hereafter provided by law for recovery of damages occasioned by such .default. In lieu of a formal decl~r_ation of default and resulting termination as provided above, and in special cases urged by the occupying state agency, y withhold payment of rent from ·Lessor, until such time as the violations have been corrected. If violations of - ·~ ~ ~'Se.": . - ~n emergency situation and threaten the occupying agency's ability to use the premises, the Lessee may correct ,.... • II or y p O the violations and deduct the cost from rentals due the Lessor. Such extraordinary remedies will only be = · _ : · iJ1 best interest of the state when a move following termination would be highly disruptive to the occupying ·. ~ . age·_ ti • d d •. ental to its statutory functions. ~\ · • • ·~ .

- t\~ J ir !\Region A\Corr\10292 Bid Lease Contract.doc

APPENDIX B 21 EXHIBIT A \

(o) The failure of the Lessee or Lessor to insist in any one or more instances on a strict performance of any of the covenants of this lease shall not be construed as a waiver or relinquishment of such covenants in future instances, but the same shall continue and remain in full force and effect,

(p) This agreement and each and all of its covenants, obligations and conditions hereof, shall inure to the benefit of, and be binding upon, the heirs, personal .representatives, successors and assigns of Lessor, and the successor in office of Lessee.

(q) This lease shall be effective as of the date the Commission executes this lease contract to Lessor. All proposals, negotiations, notices, and representations with reference to matters covered by this lease are merged in this instrument, and no amendment or modification thereof shall be valid unless evidenced in writing and signed by both parties, as identified below.

(r) Lessee covenants and agrees to abide by any and all reasonable rules promulgated by Lessor for the proper operation of the subject demised property and surrounds, provided only that all rules promulgated subsequent to commencement of this lease be submitted to Lessee for consideration and comment at least thirty (30) days prior to implementation.

6. SPECIAL TERMS AND CONDITIONS [shall be listed here, and shall include but not be limited to: mutual cancellation clauses, provisions relating to performance bonds on new construction, special requirements peculiar to the occupying agency, and special requirements or conditions bid by the Lessor and accepted by the Commission prior to award].

(a)

(b)

(c)

(d)

LESSOR: LESSEE: Dupont Cross Park Drive Limited Partnership STATE OF TEXAS Acti by and through the GENERA SERVICES COMMISSION

s n na e un ture) •&q1c~~-:1A - ---- tA ~ STATE LEASE OFFICER Title [See 5. (e) above) Title 4.c·.rJ... -;:o ,_ -1 So o (512) 463-3367 Area Code Telephone Number Area Code Telephone Number Date: _/-"'-~ ;_5-r-/_;_.,./_·_ _ __ _______

ion A\Corr\10292 Bid Lease Contract.doc

APPENDIX B EXHI22BIT A CHAIRMAN TomBeard EXECUTIVE DIRECTOR COMMISSIONERS Randall H. Riley Stuart S. Coleman· Noe Fernandez Bob Jones Mary Ann Newman - Buckley Texas Building and Procurement Commission Richard (Rick) Salwen

July 18, 2003

Dupont Cross Park Drive Limited Re: Lease 10292-AUSTIN Partnership Term: 09/01/2002 through 08/31/2007 c/o The Dupont Group CPI ESCALATION INCREASE Attn: Mr. Richard E. Dupont, President LEASE AMENDMENT 6330 Hwy 290 East, Ste 31 0 Austin, TX 78723

Dear Mr. Dupont:

With reference to Lease Contract 10292-AUSTIN, the Texas Building and Procurement Commission approves a change in the total monthly rent for space leased, due to a CPI Escalation increase.

The total rental will be increased by $383.64 per month, resulting in a new rental of $36,920.64 per month or $1.459 per square foot per month or $17.51 annual rate, for 25,300 usable square feet, effective September 01, 2003.

This amendment is in accordance with provisions of the contract and advertised specifications. If you have any questions, please contact the Leasing Division at 512-463- 3331.

TEXAS BUILDING AND PROCUREMENT COMMISSlON APPROVED:

i<;v/.)--7,v;;_~ Reb Wayne l~ • Regional Lease Offic~r

nner, Department of Human Services •

. . an Jacinto Bl~d. ♦ P.O. Box 13047 ♦ Austin, Texas 78711 ♦ (512) 463-3035 ♦ www.tbpc.state.tx.us

APPENDIX B 23 EXHIBIT A CHAIRMAN Tom Beard

INTERIM EXECUTIVE DIRECTOR COMMISSIONERS Cynthia L. ~ced Stuart S. Coleman James S. Duncan Bob Jones Victor E. Leal Texas Building and Procurement Commission Mary Ann Newman - Buckley Brenda Pejovich

CPI LEASE PAYMENT ADJUSTMENT Lease: 10292 Austin Term: 9/1/2002 through 8//31/2007

This agreement is made and entered into on this date, July 21, 2004 by the LESSEE, STATE OF TEXAS acting by and through the Texas Building and Procurement Commission.

With reference to Lease 10292 Austin, the Texas Building and Procurement Commission approves a change in the total monthly rent for space leased due to a Consumer Price Index (CPI) escalation adjustment as in accordance with the lease contract.

The total rent amount will be increased by $590. 73 per month, resulting in a new rent amount of $37,511.37 per month or $17.79 annual rate per square foot for 25,300 usable square feet, effective September 1, 2004.

All future conespondence should refer to lease contract number as 10292 Austin. If you have any questions, please contact Buddy Miller at 512-463-3325.

TEXAS BUILDING AND P et'JREMEN C , MMISSION OVE :

·--.....

hac

an Jacinto Blvd. ♦ P.O. Box 13047 ♦ Austin, Texas 78711 ♦ (512) 463-6363 ♦ www.tbpc.state.tx.us

APPENDIX B 24 EXHIBIT A CHAIRMAN Brenda Pejovich EXECUTIVE DIRECTOR COMMISSIONERS Cynthia L. Recd Stuart S. Coleman James S. DIBlcan Bob Jones Victor B. Leal Macy Ann Newman-Buckley Betty Reinbeck

Texas Building and Procurement Commission

CPI LEASE PAYMENT ADJUSTMENT Lease: 10292 Austin Term: 09/01/2002 through 08/31/2007

This agreement is made and entered into on this date, July 20, 2005, by the LESSEE, STATE · OF TEXAS acting by and through the Texas Building and Procurement Commission.

The Texas Building and Procurement Commission approves a change in the total monthly rent for space leased due·to a Consumer Price Index (CPI) escalation adjustment in accordance with the lease contract.

Effective September -1, 2005, for the lease space occupied by the Health and Human Services Commission, the total rent amount will be increased by $487.65 per month, at $18.02 annual rate per square foot, for 25_,300 usa_ ble square feet, resulting in a new rent amount of. $37,999.02 per month.

All future correspondence should refer to the lease contract number shown above. If you have any questions, please contact Gayla Davis at 5·12-4 75-2438.

Gregg Werkenthin State Lease Officer

San Jacinto Blvd. ♦ P.O. Box 13047 + Austin, Texas 78711 ♦ (512) 463-6363 + www.tbpc.state.tx.us

APPENDIX B 25 EXHIBIT A CHAIRMAN Brenda Pejovich EXECUTIVE DIRECTOR COMMISSIONERS Cynthia L. Reed Stuart S. Coleman James S, Duncan Bob Jones Victor E. Leal Mary Ann Newman-Buckley Betty Reinbeck

Texas Building and Procurement Commission

LEASE AMENDMENT Lease: 10292 Austin J. ~ ,----- Term: 09/01/2002 through 08/31/200~

This Agreement is made and entered into on this date, ////Ji 0--S , by and between the Lessor, Dupont Cross Park Drive Limited Partnership, and LESSEE, STATE OF TEXAS acting by and through the Texas Building and Procurement Commission.

The Lessor agrees to add 12,550 square feet of usable space to Health and Human Services Commission (HHSC) at $16.80 annual rate per square foot for an additional rent amount of $17,570.00 per month. The tij<)erm of the add space shall be from November 1, 2005 through December 31, 2006. . ~~5!J The contract is amended to read a total of-37,860 usable square feet of space for a total rent of $55,569.02 per month, effective November 1, 2005. The rent is to be paid in accordance with the following schedule.

SQ. FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC-529 11/01/2005 - 12/31/2006 25,300 $18.02 $37,999.02 HHSC-529 11/01/2005 - 12/31/2006 12 550 ,, $16.80 $17 570.00 37,8tl0/2:f./_, J J' $55,569.02

HHSC-529 01/01/2007 - 08/31/2007 25,300 $18.02 $37,999.02

This lease amendment is by mutual agreement between Lessee and Lessor. In signing this amendment, the Lessor certifies, the leased premises of the Add Space shall comply ·with all applicable federal, state, and local laws, statutes, ordinances, codes, rules and regulations. If you have any questions, please contact Gayla Davis, Regional Lease Officer at 512-475-2438.

N • "OR NT Approved By: 0 -··-···········

in upont Cross Park D • e Officer Partnership

Jacinto Blvd. • P.O. Box 13047 ♦ Austin, Texas 78711 ♦ (512) 463-6363 ♦ www.tbpc.state.tx.us

APPENDIX B 26 EXHIBIT A CJIAIR:\IA~ Bri:nda l'cjovich EXECl"l'JVf. DIRECTOR Edward L. Jol111,m1 COW\I ISSIO~ERS Stuarl S. Cokman James S . Du11(:;lll Jlnh foncs Victor F.. I.cal Bell)' Reinbi:ck B.1rkh:y J. S11uir1 Texas Building and Procurement Commission . CPI LEASE PAYMENT ADJUSTMENT Lease: 10292 Austin Tenn: 09/01/2002 through 08/31/2007

This agreeinent is made and entered into on this date, August 23, 2006, by the LESSEE, STATE OF TEXAS acting by and th.rough the Texas Building and Procurement Commission.

The Texas Building and Procurement Commission approves a change in the total monthly rent for space leased due to a Consumer Price Index (CPI) escalation adjustment in accordance witll the lease contract.

Effective September 1, 2006, for the lease space occupied by the Health and Human Services Commission (HHSC), the total rent amount will be increased by $1,250.31 per month, for 37,850 usable square feet, resulting in a new rent amount of $56,819.33 per month in accordance with the schedule below.

SQ. FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC 09/01/2006 - 12/31/2006 25,300 $18.42 $38,834.76 HHSC 09/01/2006- 12/31/2006 12,550 $17.20 ~17,984.57 Total 37,850 $56,819.33

HHSC 01/01/2007 - 08/31/2007 25,300 $18.42 $38,834.76

TEXAS BUILDING AND PROCURE ~N ROVED:

Gregg Werkenthin State Lease Officer

kdb

an Jacinto Blvd. ♦ P.O. Box 13047 ♦ Austin, Texas 7871 I ♦ (512) 463-6363 ♦ www.tbpc.state.tx .us

APPENDIX B 27 EXHIBIT A CHAIRMAN Brenda Pejovich EXECUTIVE DIRECTOR Edward L. Johnson COMMISSIONERS Stnart S. Coleman fames S. Dlllican Bob Jones Victor E. Leal Betty Reinbeck Barkley J. Stuart

Texas Building and ·Procurement C~mmission LEASE EXTENSION AMENDMENT Lease: 10292 Austin Term: 09/01/2002 through 08/3 lf007J

This Agreement is made and entered into on this date, /0/1!?16 b , by and between the Lessor, Dupont Cross Park Drive Limited Paitnership, and LESSEE, STATE OF TEXAS -acting by and through the Texas Building and Procurement Commission.

The occupying agency, the Health and Human Services Commission (HHSC), shall continue to occupy and rem~in in possession of the leased premises consisting of 25)300 squar~ feet for a period of 12 months, from Septemb,er 1, 2007 through August 31, 2008 . In addition, the Health and Human Services Commission (HHSC) shall continue to occupy and remain in possession of the leased premises consisting of 12,550 sq_uare feet for a period of 20 months, from January 1, 2007 through August 31, 2008. This period pertains to a total of 37,850 square feet of space at $18.01 annual rate per square foot for a total of $56,819.33 per month in accordance with the schedule below.

SQ.FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC 09/01/2007 - 08/31/2008 25,300 $18.42 $38,834.76 HHSC 01/0 l /2007 - 08/31/2008 12,550 $17.20 $17~984.57 Total 37,850 $56,819.33

All other te1ms and conditions remain the same. This amendment is by mutual agreement between Lessee and Lessor.

TEXAS BUILDING AND PROCUREMENT COMMISSION APPRO Approved By:

Au Gregg Werkenthin By: Richard E. Dupont Partnership State Lease Officer

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n Jacinto Blvd. + P.O. Box 13047 + Austin, Texas 78711 • (512) 463-6363 + www.tbpc.state.tx.us

APPENDIX B 28 EXHIBIT A CHAIRMAN Brenda Pejovicll

COMMJSSIONERS EXECUTIVE DIRECTOR Stuart S. Coleman Edward L. Johnson James S. Duncan Bob Jones Victor E. Leal Texas Building and Procurement Commission Betty Reinbeck Barkley J. Stuart

ADD SPACE AND LEASE RENEWAL AMENDMENT

Lease: 10292 Austin, TX Term: 09/01/2002 through 08/31/2008 Lease: 10282 Austin, TX Term: 12/10/2001 through 08!3}l2 08

This Agreement is made and entered into on this date,51/C ()' by and between the LESSOR, DUPONT CROSS PARK DRIVE LIMITED PARTNERSHIP, and LESSEE, STATE OF TEXAS acting by and through the Texas Building and Procurement Commission.

The occupying agency, the Health and Human Services Commission (HHSC), shall continue to occupy and remain in possession of the leased premises for a period of 120 months, from September 1, 2008 through August 31, 2018.

Effective June 1, 2007, the Texas Building and Procurement Commission hereby adds 12,129 square feet of useable space for the Health and Human Services Commission (HHSC) at $ 17 .25 annual rate per square foot, for an additional rent amount of$ 17,435.44 per month. Lessor agrees to provide all tenant improvements for the add space at no cost to Lessee.

Effective June 1, 2007 through August 31, 2018, Lease # 10292 is amended to read that the rent is $71,844.81 per month, at a$ 17.25 annual rate per square foot, for49,979 square feet of space.

Effective May 31, 2007, Lease # 10282 is terminated and shall be of no further force and effect. Effective June 1, 2007 the 6,030 square feet of space under the terminated lease shall be added to Lease # 10292. The rent for the additional 6,030 square feet added to lease # 10292 shall be $ 8,668.13 per month at a$ 17.25 annual rate per square foot.

The rent shall be paid as in accordance with the following schedule:

SQ.FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC 05/01/2007 - 05/31/2007 37,850 $18.01 $56,806.54

HHSC 06/01/2007 -08/31/2018 49,979 $17.25 $71,844.81 HHSC 06/01/2007 - 08/31/2018 6,030 $17.25 $ 8,668.13 56,009 $80,512.94

an Jacinto Blvd. ♦ P.O. Box 13047 ♦ Austin, Texas 78711 ♦ (512) 463-6363 ♦ www.tbpc.state.tx.us

APPENDIX B 29 EXHIBIT A ADD SPACE AND LEASE RENEWAL AMENDMENT- LEASE# 10292 & 10282 Page 2

All other terms and conditions of the Lease agreement shall remain in full force and effect. This amendment is by mutual agreement between Lessee and Lessor.

TEXAS BUILDING AND PROCUREMENT CitMI\SION A P P R ~

fflJkv-:- Gregg W erkenthin State Lease Officer Limited Partnership By: Richard DuPont bb

APPENDIX B 30 EXHIBIT A :;,,, •~•,... .::-;,- ........... .,); CHAIR;t,UN EXECUTIVE DIRECTOR ~ Brenda P~jovich Edwmd L. Johnson ~I, COMMISSIONERS ,} S1tu1r1 S. Coleman Jame~ S. Dunc,m Victor E. L..:111 Tex as Facilities Commission &tty Reinbeck Barkley J. Stuart

CPI LE ASE PAYMENT ADJUS TMENT . Lease: 10292 Austin Tenn: 09/01/2002 through 08/31/20 18 This agreement is made and ente red into on this date, November STATE OF TEXAS acting by and thro 1, 2007, by the LESSEE, ugh the Texas Facilities Commission . The Texas Facilities Commission approves a change in the total mon due to a Consumer Price Index (CP thly rent for space leased I) escalation adjustment in accordan ce with the lease contract. Effective September 1, 2007, for the lease space occupied by the Health Commission (HHSC), the total rent and Human Services amount will be increased by$ l,086.92 annual rate per square foot for 56,0 per month at $17.48 09 usable square feet, resulting in $81,599.86 per month. a new rent amount of

TEXAS FACILITIES -- - - - - - ~ Ct[;IONr .- . / ' ~ )~JL ····· Gregg Werkenthin Deputy Executive Director for Space Management & Leasing Service s

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cinto Blvd. ♦ P.O. Box 13047 ♦ Aust in, Texas 78711 • (512) 463-3446 ♦ www .tfc.s tate.tx.us

APPENDIX B 31 EXHIB IT A Chair Betty Rein beck .Executive Director Edward Johnson Commissioners Malcolm E. Becl

ADD SPACE AMENDMENT • Lease: 10292 Austin Term: 09/01/1992 through 08/31/2018

Effective October 1, 2008 through August 31, 2018, the Texas Facilities Commission hereby adds 11,886 square feet of usable space to Health and Human Services Commission (HHSC), at $17. 78 annual rate per square foot, for an additional rent amount of $17,611.09 per month.

The contract is amended to read a total of 67,895 usable square feet of space, for a total rent of $99,210.95 per month, in accordance with the following schedule:

Sq. Ft. Annual Cost Per Agency Term Occupied Rate/Sq. Ft. Month HHSC 06/01/2007 - 08/31/2018 56,009 $17.48 $81,599.86 HHSC-OES 10/01/2008 - 08/31/2018 11,886 $17.78 $17!611.09 Total 67,895 $99,210.95

Lessor agrees that the anniversary date for CPI Escalation increases-for the Add Space portion of this lease and the entire lease space shall be September 1. Lessor agrees that the Add Space po1tion of this lease will be eligible for its next CPI Escalation increase on September l; 2009.

Item 1 on page 24 of 30 of the bid package made a part of the original state lease is hereby deleted in its entirety and shall be replaced with the following provision:

1. On each anniversary date of the lease, the total monthly cost of the resulting contract may be adjusted by changes in the Consumer Price Index reflecting percentage increases or decreases. To receive the CPI adjustment, the Lessor must submit a request in writing by certified mail, return receipt requested, and received by the Texas Facilities Commission (TFC) no later than t4ilty (30) days after the anniversary date for that year. In determining whether to grant Lessor's request for a CPI increase, in whole or in part, TFC may review and consider Lessor's performance under this lease and whether any issues with the leased premises remain umesolved, as provided in Section 5(n) of the state lease.

At Lessor's sole cost and expense, the Lessor agrees to make upgrades to the add space prior to September 1, 2008:

1. Lessor shall constmct the add space in accordance with the room schedule and agency specifics made part of this lease for all purposes.

t 711 Snn .f11dnt<1 Boulc~·m·d - ;\ustin, Texas ';S70 I -(51 ~) Hm-:H1,1, - W\l'\\'.tfo.~tatc.tx.us

APPENDIX B 32 EXHIBIT A Lease I 0292 - Add Space Am ment June 27, 2008 Page 2

\

Lessor agrees to provide an additional 100 parking spaces to accommodate the needs of the HHSC-OES training center Add Space to this lease amendment

All other terms and conditions remain the same. This lease. amendment is by mutual agreement between Lessee and Lessor. In signing this amendment, the Lessor certifies, the leased premises of the Add Space shall comply with all applicable federat state, and local laws, statutes, ordinances, codes, rules and regulations.

TEXAS FACILITIES Approved By: COMMISSION APPROVED:

ibJ Gregg Werkenthin Deputy Executive Director for Space Manag en &, Leasing Services

Date: 7,f'~t) ~ jdw/bb

APPENDIX B 33 EXHIBIT A Agency Specifics Lease # 10292 Add Spact. Agency Names(s): HHSC Location: Austin (OES Training)

1. Exterior Signage: Lessor shall be responsible for the exterior sign. For collocated offices, it shall read, Tx. Health and Human Services Offices. At the option of the Regional Administrative Services staff and the lessor, exterior signage may include each agency name .. The language for exterior signs wUI be the same as used for TxDot highway signage to identify the HHS agencies.

lnterior Signage: (only for a multi-tenant buildings or offices over 5,000 square feet). Lessor shall provide a central directory indicating the location of e~ch occupying agency and shall update the signage within 10 days of request from the occupying agency. lntertor signage should be more specific, i.e. Health and Human Services Commission, Department of Aging and Disability Services, or Department of Family and Protective Services and so on. Lessor shall be responsible for numbering each room or area as s ecifled b the occu in a enc . 2. 3. Agency requires contiguous space on the same floor, unless a large office that requires multiple floors, with eas access to handica ed restrooms, located on the same floor as a enc s ace. 4. Electrical: Agency staff will designate the locations of their equipment and electrical outlets. Lessor shall provide 2 120-volt electrical ground-fault duplex wall outlets above counter by the sink. Offices shall have one receptacle on each wall in location determined by Occupying Agency. Conference rooms shall have two receptacles on each wall in locations determined by Occupying Agency. Special rooms (i.e. supply/storage and/or mail rooms) shall have one receptacle on each wall in locations determined by Occupying Agency. Training rooms shall have 18 receptacles in locations determined by Occupying Agency. Lessor shall provide five (5) dedicated, quadraplex (DIGW) 120 Volt electrical outlets with isolated butlding grounds for the data demarcations; local area network equipment. and telephone equipment. Two (2) of the outlets must be installed at the data demarcation location, two (2) must be installed at the LAN location, and the final plug is to be installed at the telephone demarcation location. Also required are two #6 solid ground wires attached to a building ground; one is to be installed at the data demarcation point and the other at the telephone demarcation point. These must be located close to the agency's voice and data equipment. The LAN room will also require one L5-20 L6-30R In a location detennined b the Occu in A enc . 5. Electrical: Lessor shall provide and connect electrical service. to the agency's modular furniture. U11less expressly permitted by the agency, connect1on to the modular furniture shall be made above the ceiling, through power poles that are part of the modular furniture system. (Note: Agency's modular furniture vendor shall be responsible for ceiling-tile cuts and for installation of said power poles.) Electrical service shall include standard 120-volt service for small office equipment and task lighting, as well as dedicated 120- volt service for computer equipment. Generally, each modular cubicle shall have two (2) standard 120- volt duplex outlets and one (1) computer-dedicated 120-volt duplex outlet. (The outlets are part of the modular furniture system.) For planning purposesl Lessor shall assume that a power pole shall service no more than four (4) modular cubicles. Locations and distribution of modular cubicles may require that a power pole service less than four (4) cubicles. In any event, Lessor will be responsible for providing and connecting electrical service to all modular cubicles. Lessor shall distribute electrical service so there will be no more than six (6) standard duplex outlets per circuit and no more than six (6} compµter- dedicated outlets per dedicated circuit. (Information about the number of cubicles and locations relative to functional work areas is provided in the room schedule. Note that power poles will also provide routin for a enc - rovided and installed tele hone and data wirin . 6. Electrical: Lessor shall provide ceiling supports and electrical wiring for 2 fan(s} and 1 data projector(s} in each Trainin room. Ceilin fans and ro·ectors will be provided b the a enc . 7. Conference and/or Training Room(s): Each entrance to shall have a light switch to activate the main fluorescent lighting. Lessor shall provide sufficient recessed incandescent lighting controlled by a dimmer switch to provide evenly distributed lighting levels up to 50 foot-candles when fluorescent light are off. All special feature switches shall be located together at the front of the room. There shall be one recessed incandescent light fixture at the ...d.la:ci~~ nt center connected to a switch for control of this fixture, independent from the rest of the fluorescent . Rocim(s) should have a separate HVAC thermostat control s).

led: October 19, 2007 Page 1 HHS_FLS-011

APPENDIX B 34 EXHIBIT A Agency Specifics Lease# 10292 Add Spac'" 8. Conference and/or Tr~ining Room(~): Each Training room shall have three walls with mounted cork railing at least 6" in height. The location of the cork railinQ will be in a location determined by the Occupying Agency. 9. Training Room(s): Training Room(s) will need space for 17 computer(s) . 10. Telephone/Data Closet: Lessor shall provide two conduits: a 3"diameter conduit for telephone service and a 1"diameter conduit for the data circuit both from the access point on building exterior to the facility telephone company room and on to the agencies telephone/data closet ending at the O-marc termination noted for the agency/ies plywood designated for the extended D-marcs. Sufficiently sized conduit {each) fo,r voice and data drops will be installed from the telephone/data closet -to the agency/ies telephone/data extended D-marcs. A 4 ft. X 8 ft. 3141' ~heet of interior grade plywood shall be mounted in the Telephone/Data Closet at a location to be determined by the Occupying Agency/ies. No plumbing (condensate, drip pans, or water lines) should be installed over the Telephone/Data equipment. Telephone/Data Closet should not have windows. Lessor shall provide and maintain an air conditioner that is independent of the building HVAC system. This will provide A/C for 24 hours per day, 7 days a week. Boxes with conduit stubbed up 6" into the ceiling shall be provided for data/phone cabling. Agency shall determine placement of these boxes. 11. Break Room: Counters: Break Room countertops should have cabinet space above and below for storage. A standard double sink with a lever handle faucet, hot and cold water and garbage disposal must be installed in the counter.

Cabinets: Bottom cabinets shall be 34" high, 24" wide, have drawers at the top with cabinet space underneath with two shelves (including bottom of cabinet). Knee space shall be provided below the sink for handicapped accessibility as prescribed in TAS and ADAAG. There shall be enclosed wall cabinets above the lower cabinets with three shelves (including bottom of cabinet and two adjustable shelves). Upper cabinet shall be located 20" above lower cabinet. _ 12. Locks: All doors shall have separately keyed locks, except multi-stalled restrooms and break rooms. 2 keys shall be furnished for each separately keyed lock. A simplex lock shall be installed on the Tele/Data Closet door{s). 13. Locks: All exterior doors shall be accessed by keys and master key(s) provided by Lessor. 14. Normal working hours for the occupying agency are 7am to 7pm, Monday thru Friday and 7am to 12 noon on Saturdav and Sunday.

ed: October 19, 2007 Page 2 HHS_FLS-011

APPENDIX B 35 EXHIBIT A Te~. j Health & Human Services Comh __ ,:;sion

Office of Eligibility Services - Austin - Office Space Program Full Time Employees 9 Date 06/25/08 - •', : item ·Space Use/Room ·Narrie Number SF Per • SFExt. .•Adjacency/Comments Workspace 1 Training Specialists • g 80 720 Enclosed work area; sys. furn.; adj. to #2, #3 Support Areas 2 Automated Training Room 7 1,046 7,322 See Agency Specifics 3 General Training_ Room 1 750 750 See Agency Specifics 4 Supply Room 1 110 110 Adjacent to #2, #3 5 Copy/Print 1 60 60 Adjacent to #1 6 Work Center 1 80 80 Adjacentto #1, #5 7 LAN/Tele Room 1 120 120 Central to Staff and Training Rooms 6 Break Room 1 300 300 Central to Staff and Training Rooms Sub-total 9,462 Open Plan Circulation 35% 273 Built-Out Circulation 25% 2,151 Total Circulation 2,424 Total SF 11,~Hti

APPENDIX B 36 EXHIBIT A ___ _______ ____ - - -- - ., ··-····---·-··-·-- ---·--·---- - - - - - ~ - -- ---·····-- - - Chair Executive Director Betty Reinbeck Edward Johnson •• ••Commissioners !\falcolm E. Heckcndorff .lames S. Dunam Virginia Hern1usa Victor E. Leal Texas Baddcy J. Stuart

CPI LEASE PAYMENT ADJUSTMENT Lease: 10292 Austin Term: 09/01/1992 through 08/31/2018

This agreement is made and entered into on this date, September 4t 2008, by the LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission.

The Texas Facilities Commission approves a change in the total monthly rent for space leased due to a Consumer Price Index (CPI) escalation adjustment in accordance with the lease contract.

Effective September 1, 2008, for .the lease space occupied by the Health and Human Services Commission (HHSC), the total rent amount will be increased by $2,284.80 per month at $17.97 annual rate per square foot for 56,009 usable square fe~J, resulting in a new r~nt amount of $83,884.66 per month in accordance with the following schedule: •

~

SQ.Ff ANNUAL COST PER AGENCY TERM OCCUPIE RATE/SF MONTH D HHSC 09/01/2008 - 08/31/2018 56,009 $17.97 $83,884.66 HHSC-OE S 10/01/2008 - 08/31/2018 11,886 $17.78 i112611.09 Total 67,~95-· . $101,495.75 .. -~-·/ _

Item 1 on page 24 of 30 of the bid package made··a part of the original state lease is hereby deleted in its entirety and shall be replaced with the following provision:

1. On each anniversary date of the lease, the total monthly cost of the resulting contract may be adjusted by changes in the Consumer Price Index reflecting percentage increases or decreases. To receive the CPI adjustment, the Lessor must submit a request in writing by certified mail, return receipt requested, and received by the Texas Facilities Commission (TFC) no later than thirty (30) days after the anniversary date for that year. In determining whether to grant Lessor's request for a CPI increase, in whole or in part, TFC may review and consider Lessor's performance under this lease and whether any issues with the leased premises remain unresolved, as provided in Section 5(n) of the state lease. ------ VE.

tive Director for t & Leasing Services

1711 Sau J;1d11to Houll'\ nnJ- .-\ustin, T\.•xas -:'8701 ~{.i 1!.!) Hi:1-.'.H W - ww,1.tk·~tute.tx.us

APPENDIX B EXHI37BIT A Executive Director Chair Edward L. Johnson Betty Reinbeck

Commissioners Malcolm E. Beckendorff William D. Darby Virginia Hermosa Victor E. Leal Texas Facilities Commission Barkley J. Stuart

CHANGE OF INFORMATION Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

Effective November 12, 2008, the Texas Facilities Commission has been notified of a change of Lessor address for the above referenced lease.

At the request of the Lessor, the current correspondence shall be sent to:

DuPont Cross Park Drive Limited Partnership Attn; Richard E. DuPont 3508 Far West Boulevard, Suite 100 Austin, TX 78731

Tel.: (512) 302-1500 ext. 115 Fax: (512) 302-1515 Email: rick@thedupontgroup.com

Rental payments will be made via electronic transfer or mailed, and arranged between Lessor and occupying agency. All other terms and conditions of the lease contract remain unchanged. All future correspondence should refer to the lease contract number shown above.

TEXAS FACILITIES

CbMMIS~; AP\ROr: -----===--_-_-~

-~-L£~l~~'-- _5L-- Gregg Werkenthin Deputy Executive Director of Space Management & Leasing Services

cc: Tim Horn, Health and Human Services Commission (HHSC) Ginna Harris, Texas Department of Licensing and Regulation (TDLR)

jdw

1711 ~an .ludnto Boulevard- ,\11.stin, Texas ';':l';'OI -(51~) 1-

APPENDIX B 38 EXHIBIT A Executive Director Chair Edward L. Johnson Betty Reinbeck

Commissioners Malcolm E. Beckendorff William D. Darby Virginia Hermosa Victor B. Leal Barkley J. Stuart

ADDSPACEAlVIENDMENT Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

Effective February 1, 2009, through August 31, 2018, the Texas Facilities Commission hereby adds 9,730 square feet of usable space to Health and Human Services Commission (HHSC) - Office of the Inspector. General (OIG), at $17.78 annual rate per square foot, for an additional rent amount of $14,416.62 per month.

The contract is amended to read a total of 77,625 usable square feet of space, for a total rent of $115,912.37 per month, in accordance with the following schedule:

Sq. Ft. Annual Cost Per Agency Term Occupied Rate/Sq. Ft. Month HHSC 09/01/2008 - 08/31/2018 56,009 $17.97 $ 83,884.66 HHSC-OES 10/01/2008 - 08/31/2018 11,886 $17.78 $ 17,611.09 HHSC-OIG 02/01/2009 - 08/31/2018 9,730 $17.78 i 14A16.62 Total 77,625 $115,912.37

Lessor agrees that the anniversary date for the CPI Escalation increases for the Add Space portion of this lease and the entire lease space shall be September 1. Lessor agrees that the Add Space portion of this lease will be eligible for its next CPI Escalation increase on September 1, 2009.

At Lessor's sole cost and expense, the Lessor agrees to make upgrades to the add space prior to February 1, 2009:

1. Lessor shall construct the add space in accordance with the room schedule and agency specifics made part of this lease for all purposes.

Lessor agrees to provide an additional 41 parking spaces, ADAffAS approved as required by code, to accommodate the needs of the HHSC-O IG Add Space to this lease amendment.

1711 Snn .lacinto Boulev,ml - ;\us tin, lhas 78701 -(5 l !l) •1·03-:HH; - www.tfo.i,titte.tx.us

APPENDIX B 39 EXHIBIT A i

Lease 10292 - Add Space Ame11u.11ent December 18, 2008 Page2

All other terms and conditions remain the same. This lease amendment is by mutual agreement between Lessee and Lessor. In signing this amendment, the Lessor certifies, the leased premises of the Add Space shall comply with all applicable federal, state, and local laws, statutes, ordinances, codes, rules and . regulations. •

TEXAS FACILITIES Approved By: COMMISSION APPROVED:

IA \ ,~,; _ _~~~ _fj)J h-:>~CJ:2=--- Gregg Werkenthin i DuPont Cross Park rive Limited Partnership Deputy Executive Director for Space Management & Lea~ing Services

cc: Ginna Harris, Texas Department of Licensing and Regulation (TDLR) Tim Hom, Health and Human Services Commission (HHSC)

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APPENDIX B 40 EXHIBIT A Agency Specifics

Agency Names(s): HHSC/OIG Current Lease# and/or Location: 8317 Cross Park or Braker I

1. Lessor shall provide the occupying agency with a construction schedule (pert or gant chart) within 30 days of award of the lease. This shall apply to the initial construction and to any future add-ons to the lease. 2. The occupying agency needs accurate dimensioned floor plans for layout of office furniture and equipment. Within sixty (60) days after award of the lease, Lessor shall provide to occupying agency such plans in a CAD-cortipaft61e format. I fieplans will show all inte_rior building elements, including finished dimensions and locations of columns. This shall apply to the initial construction and to any future add-ons to the lease. 3. Exterior Signage: Lessor shall be responsible for the exterior sign. For collocated offices, it shall read, TX Health and Human-Services Offices. At the option of the Regional Administrative Services staff and the lessor, exterior signage may include each agency name. The language for exterior signs will be the same as used for TxDot highway signage to identi_ fy the HHS agencies.

Interior Signage: (only for a multi-tenant buildings or offices over 5,000 square feet). Lessor shall provide a central directory indicating the location of each occupying agency and shall update the signage witJ,in 10 days of request from the occupying agency. Interior signage should be more specific, i.e. Health and Human Services Commission, Department of Aging and Dlsabtlity Services, or Department of Family and Protective Services and so on. Lessor shall be responsible for numbering each room or area as s ecified b the occu in a enc .

5. .-Agency requires·contiguous space on the same floor, unless a large office that requires multiple floors, ·with eas access to handica ed restrooms, located on the same floor as a enc s ace. 6. Lessor shall provide access for freight loading and receiving with convenient access to elevators for the occu in a enc s e ui ment. A minimum 4.0 door must be rovided for this ur ose. 7. An enclosed vestibule shall be provided at the main entrance and all major egress and ingress locations that o en from outside .weather conditions into the ·bulfdin . 8. All door swin s shall have door sto s. 9. General Investigations (GI) and Internal Affairs (IA) sections shall be separately partitioned. An emer enc door must se arate the two sections wlth an alarm and ush bar located on the GI side. 1 0. Electrlcal: Lessor shall provide and connect electrical service to the agency's modular furniture. Unless expressly permitted by the agency, connection to the modular furniture shall be made above the ceiling, through power poles that are part of the modular furniture system. (Note: Agency's modular furniture vendor shafl be responsible for installation of said power poles. Lessor shalf be responsible for ceiling tiJe cuts for agency-provided power poles.) Electrical service shall include standard 120-volt service for small office equipment and task lighting, as well as dedicated 120-volt service for ·computer equipment. Generally, each modular cubicle shall have two (2) standard 120-volt dupl~x outlet~ and one (1) computer-dedicated ·120-volt duplex outlet. (The outlets are part of the modular furniture system.) For planning purposes, Lessor shall assume that a power pole shall service no more than four (4) modular cubicles. Locations and distribution of modular cubicles may require that a power pole service less than four (4) cubicles. In any event, Lessor will be responsible for providing and connecting electrical service to all modular cubicles. Lessor shall distribute electrical service so there will be no more than six (6) standard duplex outlets per circuit and no more than six (6) computer-dedicated outlets per dedicated circuit. (Information about the number of cubicles and locations relative to functional work areas is provided in the room schedule. Note that power poles will also provide routing for agency-provided and installed tele hone and data wirin . 11. Conference Room shall be located between the General Investigations (GI) and Internal Affairs (IA) sections, and shall have two doors, one ieading to the GI section and the other"to the IA section. The door leadin • to the IA section must be an emer enc door with a ush bar located on the GI side. !..d1~~~onference Room shall have 1 TV and Audio Visual ceiling-mounted support racks. The agency will • • • ea ro riate size TV and Audio Visual e ui ment to be mounted.

APPENDIX B 41 EXHIBIT A Agency Specifics

13. Telephone/Data Closet: • Lessor shall provide two conduits: a 3"diameter conduit for telephone service and a 1"diameter conduit for the data circuit both from the access point on building exterior to the facility telephone company room and on to the agencies telephone/data closet ending at the D-marc termination noted for the agency/ies plywood designated for the extended D-marcs. Sufficiently sized conduit (each) for voice and data drops will be installed from the telephone/data closet to the agency/ies telephone/data extended D-marcs.

• Lessor shall provide five (5) dedicated, quadraplex (DIGW) 120 Volt electrical outlets with isorated building grounds for the data demarcations. local area network equipment, and telephone equipment. Two (2} of the outlets must be installed at the data demarcation location, two (2) must be installed at the LAN location, and the final plug is to be installed at the telephone demarcation location. Also required are two #6 solid ground wires attached to a building ground; one·is to be installed at the data demarcation point and the other at the telephone demarcation point. These must be located close to the agency's voice and data equipment. Two (2) 30 amp, 125 volt, NEMA L5-30R, 2P, 3W receptacles are also required for the UPS systems.

• Lessor shall provide and mount g sheet(s) of 4 ft. X 8 ft. 3/4 11 interior grade plywood in the Telephone/Data Closet at a location to be determined by the Occupying Agency.

• Les~or shall provide adequate support for computer cables and telephone cable above the ceiling in the Telephone/Data Closet as determined by the Oc_c~pying Agency.

• No plumbing (condensate, drip pans, or water lines) should be installed over the Telephone/Data equipment. •

• Talephone/Dafa Closet should not have windows.

• Lessor shall provide and maintain an air conditioner that is independent of the building HVAC system. This will provide A/C for 24 hours per day, 7 days a week.

• Boxe~ with conduit stubbed up 6" into the ceiling shall be provided for data/phone cabling. Agency shall determine lacement of these boxes. 14. Break Room: Counters: Break Room countertops should have cabinet space above and below for storage. A standard double sink with a lever handle faucet, hot and cold water and garbage disposal must be installed ;n the counter.

Cabinets: Bottom cabinets shall be 34" high, 24" wide, have drawers at the top with cabinet space underneath with two shelves (including bottom of cabinet). Knee space shall be provided below the sink for handicapped accessibility as prescribed in TAS. There shall be enclosed wall cabinets above the lower cabinets with three shelves (including bottom of cabinet and two adjustable shelves). Upper cabinet shall be located 20" above lower cabinet. 15. Locks: No more than 15 interior doors shall have separately keyed locks. 2 keys shall be furnished for each se a.rate! ke ed lock. • 16. Locks: All exterior doors shall be accessed by proxl_mity lock(s) and programmed access cards provided by Lessor. • 17. Locks: All exterior doors shall.be accessed b ke sand master ke s rovided b Lessor. tRooms: 1,~~9. st,7J est Rooms shall be located within the office space. All restrooms shall have lever handle faucets ~ . '"w'fflJ and cold water. . oset must have a mo sink with hot and cold water.

: October 24, 2008 Page 2 HHS_FLS-O11

APPENDIX B 42 EXHIBIT A Agency Specifics

20. Normal working hours for the occupying agency are 7am to 7pm, Monday thru Friday and 7am to 12 noon on Saturda and Sunda .

: October 24, 2008 Page3 HHS_FLS-011

APPENDIX B 43 EXHIBIT A ~

": ~11.lC~ HHSC OIG-Austin - Braker Office A"d-Space - * ~ Q J~~- .• , ,' ::ltl IJ:!i;,;~:~t:?.1:iL~---..:..:-F•.ult -Time -~~t~;ir~--,; 1n ; ; J r-- ~ ' c - _ ' ~·'' Employees 57 Date 11112108

f ~- ~ ~\ - ..• _· • .••••__ ·.'. - ••. __

'i >i'I.J __ • ·~--.., Internal Affairs ~~;.t1.¥S.e~~it~~t8.&Eil.r:fi,:!! ~.;:~•:~,-\~'?f~...':~'.!.~~ 1 - ,tft•ir~•~ ;i;\ . ' - -~~'J,(>·~s\:p~.,g~"'f~ ~t;-,i~~t;.•

~~4•9 2 Director Manager - Maddox 1 1 180 120 180 120 office; adj. to #2 - #10 office; adj. to #3 • #5 . ( ~~ 3 Investigator Vll 2 80 160 open plan 4 Investigator 7 64 448 open plan 5 Admin. Asst. 1 64 64 open plan 6 Manager - Abrams 1 120 120 office; adj. to #7 - #10 7 Investigator VII 2 80 160 open plan: adj. to #8 8 Investigator 10 64 640 open plan 9 Program Specialist 1 64 64 open plan 10 Admin. Asst. 2 64 128 open plan 11 Interview Room 1 120 120 adj. to visitor entrance 12 Conference Room 1 450 450 central to Internal Affairs and General Investigations 13 Enclosed File Room 1 180 180 central to program 14 Forensic Lab 1 300 300 central to program; contains 3 Invest VI and 1 Invest. VII workstations· tT1 .15 Office Machine/Supply Room 1 • 120 120 central to program

>< General Investigations

=c ~ 16 17 18 Manager - Compton Administrative Asst. Investigator 1 4 12 120 64 64 120 256 768 office; adj. to #17- #18 open plan open plan 44

19 Manager - Vacant 1 120 120 office; adj. to #20 - #21 ~ 20 Administrative Asst. 1 64 64 open plan ~ 21 Investigator 10 64 640 open plan

~ 22 23 Office Machine/Supply Room Enclosed Fi~ Room 1 1 720 180 180 central to program 720 central to program

> 24 25 26 Interview Room Break Room Tele/Data Room , 1

1 120 340 120 120 340 120 adj. to visitor entrance wf,n General Investigations; accessible to Internal Affairs central to Internal Affairs and General Investigations Sub--total 6,702 Open Plan Circulation 60% 2,035 Built--out Clrr:ulation 30% 993 Total Circulation 3,028 Total SF 9,730 APPENDIX B Chair Executive Director Belly Reinbeck Edward L. Johnson Commissioners Malcolm E. Bcdccndorff William D. Darby Virginia Hermosa Barkley J. Smart Texas Facilities Commission

LEASE TERM AMEND1\1ENT Lease: 10292 Austin Term: 09/01/2002 through 08l l/~JH8

This agreement is made and entered into on this date3 //0(0-7 , by the LESSEE, STATE OF TEXAS, acting by and through the Texas Facilities Commission, and hereby amends the contract as follows:

The commencement date of the Add Space p01tion of this lease originally to be effective Febmary 1, 2009, is changed to March I, 2009, and the termination date is August 31, 2018, with the term being decreased to 114 months.

This amendment is in accordance with 4(c) of the terms of the lease agreement.

TEXAS FACILITIES Approved By: COMMISSION APPROVED:

ru Gregg Werkenthin Deputy Executive Director for Space Management & Leasing Services

cc: Tim Horn, Health and Human Services Commission (HHSC) Ginna Harris, Texas Department of Licensing and ReguJation (TDLR)

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APPENDIX B 45 EXHIBIT A Chair Executive Director Betty Reinbeck Terry Keel

Commissioners Mailing address: Malcolm E. Beckendorff P. 0. Box 13047 William D. Darby Austin, TX 78711-3047 Douglas Hartman Virginia Hennosa (512) 463-3446 Brant C. Ince www.tfc.state.tx.us Barkley J. Stuart

CPI LEASE PAYMENT ADJUSTMENT Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

This agreement is made and entered into on this date, Septel))ber 9, 2010, by the LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission.

The Texas Facilities Commission approves a change in the total monthly rent for space leased due to a Consumer Price Index (CPI) adjustment in accordance with the lease contract.

Effective September 1, 2010, for the lease space occupied by the Health and . Human Services Commission (HHSC), the total rent amoWlt will be increased by $811.39 per month for 77,625 usable square feet, resulting in a new rent amount of $116,723.76 per month in accordance with the schedule below:

SQ.FT ANNUAL COST PER AGENCY . TERM OCCUPIED RATE/SF MONTH Hilse 09/01/2010 - 08/31/2018 56,009 $18.10 $ 84,471.85 HHSC- OES 09/01/2010 - 08/31/2018 11,886 $17.90 $ 17,734.37 HHSC-OIG 09/01/2010 - 08/31/2018 -9,730 $17.90 $ 14,517.54 Total 77,625 $116,723.76

TEXAS FACILITIES COMMISSION APPROVED:

Deputy Executive irector of Planning and Ass t anagement

cc: alth and Human Services Commission

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Texas Facilities Commission Physical address: 1711 San Jacinto Blvd, Austin, Texas 7870 I ---+-* PlanninP and administerinv facilities in service to the State of Texas*·.,.__ _ APPENDIX B 46 EXHIBIT A Chair Executive Director Betty Reinbeck \ ~ Te1Ty Keel ✓ Commissioners Mailing address: Malcolm E. Beckendorff ;:;· ) P. 0. Box 13047 William D. Darby "'1., ~ Austin, TX 78711-3047 Douglas Hartman Virginia Hermosa :: ·-:--- s !;'· l.:' {>,.. • (512) 463-3446 Brant C. Ince Alvin Shaw www.tfc.state.tx.us

CPI LEASE PAYMENT ADJUSTMENT Lease: 10292 Au·stin Term: 09/01/2002 through 08/31/2018

T~is agreement is made and ~ntered into on this date, September 15, 2011, by the LESSEE, STATE OF TEXAS.acting by and through the Texas Facilities Commission.

The Texas Facilities Commission approves a change in the total monthly rent for space leased due to a Consumer Price Index (CPI) adjustment in accordance with the lease contract.

Effective September 1, 2011, for the lease space occupied by the Health and Human Services Commission (HHSC), the total rent amount will be increased by $2,392.84 per month for 77,625 usable square feet, resulting in a new rent amount of $119,116.60 per month in accordance with the schedule below:

SQ.FT ANNUAL COST.PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC 09/01/2011 - 08/31/2018 56,009 $18.47 $ 86,198.36 HHSC .. QES 09/01/2011 -08/31/2018 • 11,886 $18.27 $ 18.,100.77 • HHSC-OIG 09/01/2011 - 08/31/2018 9-,730 $18.27 i 143817.47 Total 77,625 $119,116.60

cc: Tim Hom, Health and Human Services Commission

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Texas Faciliti~s Commission P hysical address: 1711 San Jacinto Blvd, Austin, Texas 78701 • DI .... - ....• .... - ,,..T,.,,1,,..,,.J_,. ; T_1•,,,.,,.. •• ,• .,.. _f,-y,..j/;;,·,,~ ;.,. rn,..,,;,..n ,,.. -kn r;;:fr,l.n r.#Tovn(!'-4,. _ __

APPENDIX B 47 EXHIBIT A Chair Executive Director Betty Reinbeck Terry Keel Commissioners Mailing address: WilHam D. Darby P. 0. Box 13047 Douglas Hartman Austin, TX 78711M3047 Virginia Hermosa Brant C. Jnce Mike Novak (512) 463-3446 Alvin Shaw www.tfc.state.tx.us = = == = = == = == = = = = = · = - = = == = = - = = =·- ----·--··-··----·-=---=--=--=-= , = = = =

CPI LEASE PAYMENT ADJUSTMENT Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

This agreement is made and entered into on this date, October 2, 2012, by the LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission.

The Texas Facilities Commission approves a change in the total monthly rent for space leased due to a Consumer Price Index (CPI) adjustment ir1. accordance with the lease contract.

Effective September 1, 2012, for the lease space occupied by the Health and Human Services Commission (HHSC), the total rent amount will be increased by $952.93 per month for 77,625 usable square feet, resulting in a new rent amount of $120,290.01 per month in accordance with the schedule below:

SQ.FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHsc · 09/01/2012 - 08/31/2018 56~009 $18.62 $ 86,885.93 • HHSC-OES 09/01/2012 - 08/31/2018 11,886 $18.42 $ 18,246.68 HHSC-OIG 09/01/2012-08/31/2018 9;730 $18.42 $ 143936.92 Total 77,625 $120,069.53

TEXAS FACILITIES • VED:

\I) Gayla Davis, anager State Leasing Services, Planning and Real Estate Management Division

cc: Tim Hom, Health and Human Services Commission

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Texas Facilities Commission Physical address: 1711 San Jacinto Blvd, ·Austin, Texas 7870 I ~--•* PlarininP n.nd administP.rinP fn.r.ilitiP..<, in sP.rvir:P. In thP. StolP. nf Texa.~ *---- APPENDIX B 48 EXHIBIT A Chair Executive Director Betty Reinbeck Terry Keel

Commissioners Mailing address: William D. Darby P. 0. Box 13047 Douglas Hartman Austin, TX 78711-3047 Virginia Hermosa Brant C. Ince (512) 463-3446 Mike Novak Alvin Shaw www.tfc.state.tx.us

CPI LEASE PAYMENT ADJUSTMENT Lease: l 0292 Austin Term: 09/01/2002 through 08/31/2018

This agreement is made and entered into on this date, July 13, 2013, by the LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission.

The Texas Facilities Commission approves a change in the total monthly rent for space leased due to a Consumer Pnce Index (CPI) adjustment m accordance wlfh the lease contract.

Effective September 1, 2013, for the lease space occupied by the Health and Human Services Commission (HHSC), the total rent amount will be increased by $1,080.63 per month for 77,625 usable square feet, resulting in a new rent amount of $121,150.16 per month in accordance with the schedule below:

SQ.Ff ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC 09/01/2013 - 08/31/2018 56,009 $18.78 $ 87,665.94 HI-ISC 09/01/2013 - 08/31/2018 11,886 $18.59 $18,412.15 HHSC 09/01/2013 - 08/31/2018 9)30 $18.59 $ 152072.37 Total 77,625 $121,150.16

Gayla Davis, anager State Leasing Services, Planning and Real Estate Management Division

cc: Tim Horn, Health and Human Services Commission

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Texas Fac-ilities Commission Physical address: 1711 San Jacinto Blvd, Austin, Texas 7870 I - - - • .,_ P/,..,.,.;,.,. ,.,,.A ,.,,1,..;.,,;,.,,,,.;.,n tnrililio-, i» <:on.,;r,, In f/,p StnlP nfTPl'/H'+ __.._ _

APPENDIX B 49 EXHIBIT A Chair Executive Director Betty Reinbeck Teny Keel Commissioners Mailing address: William D. Darby P. 0. Box 13047 Virginia Hermosa Austin, TX 78711-3047 Brant C. Ince Mike Novak Jack W. Perry (512) 463-3446 Alvin Shaw www.tfc.state.tx.us

CPI LEASE PAYMENT ADJUSTMENT NOTIFICATION Lease: 10292 Austin Term: 09/01/2002 tluough 08/31/2018

This agreement is made and entered into on this date, October 7, 2014, by the LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission.

The Texas Facilities Commission approves a change in the total monthly rent for space leased due to a Consumer Price Index (CPI) adjustment in accordance with the lease contract.

Effective September 1, 2014, for the lease space occupied by the Health and Human Services Commission, the total rent amount will be increased by $1,211.50 per month for 77,625 usable square feet, resulting in a new rent amount of $122,361.66 per month in accordance with the schedule below: •

SQ.FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC (Office) 09/01/2014 - 08/31/2018 56,009 $18.97 $ 88J539.77 HHSC (Training) 09/01/2014- 08/31/2018 11,886 $18~78 $ 18~597.66 HHSC (Office) 09/0l/2014-08/31/2018 9,730 $18.78 $ 15~224.23 Total 77,625 $122,361.66

TEXAS FACILITIES w~ISSION APPROVED:

l)f---Cioi ~"'--..?. ) • ~ ~c:(,l,L ✓.) Gayla Davis, Manager State Leasing Services, Planning and Real Estate Management Division

cc: Tim Horn, Health and Human Services Commission

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Texas Facilities Commission Physical address: 1711 San Jacinto Blvd, Austin, Texas 7870 I - - - . . * Pla1111illg and administering facilities in se1vice to the State of Texas*.--- APPENDIX B 50 EXHIBIT A Chair Executive DirectOl· Robert Thomas Harvey Hilderbran

Commissioners Maili11g address: Betty Reinbeck P. 0. Box 13047 William D. Darby Austin, TX78711-3047 Mike Novak (512) 463-3446 Jack W. Perry Patti Jones www.tfc.state.tx.us

SPACE ALLOCATION NOTIFICATION Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

This agreement is made and entered into on this date, December 4, 2015, by the LESSEE, STATE OF TEXAS, acting by and through the Texas Facilities Commission.

The monthly rent and space allocation per agency is as follows:

AGENCY TERM SQ. FT. ANNUAL COST PER OCCUPIED RATE/SQ. MONTH FT. HHSC (Office) 12/01/2015 - 08/31/2018 54,022 $18.97 $85,398.69 DADS (Office) 12/01/2015 - 08/31/2018 1,987 $18.97 $ 3,141.08 HHSC (Training) 12/01/2015 - 08/31/2018 11,886 $18.78 $18,597.66 DSHS (Office) 12/01/2015 - 08/31/2018 9,730 $18.78 i 15,224.23 Total 77,625 $122,361.66

All other terms and conditions shall remain the same.

TEXAS FACILITIES COMMISSION APPROVED:

lt&L Gayla Davis, ager, State Leasing Services, Planning and Real Estate VJ -...:___;_;:=;;;___;.;.__,1----1---~....__."" """"""~.dL-- .. ✓

Management Di vision

cc: Tim Horn, Health and Human Services Commission Ginna Hanis, Texas Department of Licensing and Regulation Regina Roberson, Texas Department of Insurance - Fire Safety Inspections, State Fire Marshal's Office

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Texas Facilities Commission Physical addrej•s: 1711 San Jacinto Blvd, Austin, Texas 78701 - - - . . * Pla1111i11g and administeri11g facilities in service to the State of Texas*,,.__ _ APPENDIX B 51 EXHIBIT A Chair Executive Director Robert Thomas Harvey Hilderbran

Commissioners Mailing address: William D. Darby P. 0. Box 13047 Patti Jones Austin, TX 78711-3047 Mike Novak (512) 463-3446 Jack W. Perry Betty Reinbeck www. tfc.sta te. tx.us

ADD SPACE AMENDMENT Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

This Add Space Amendment is made and entered into by and between the LESSOR, DUPONT CROSS PARK DRIVE LIMITED PARTNERSHIP, and LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission, for and on behalf of the occupying agencies> the Health 8:nd Human Services Commission (HHSC), the Department of State Health Services (DSHS), and the Department of Aging and Disability Services (DADS).

Effective June I, 2016 through August 31, 2018, the Texas Facilities Commission hereby adds 1,860 square feet of usable space to Health and Human Services Commission (HHSC), at $18.92 annual rate per square foot, for an additional rent amount of $2,931.95 per month.

In addition, Lessor shall provide off-street parking for an additional seven (7) vehicles on the building surface lot for a total of three hundred and seventeen (317) parking spaces.

The contract is amended to read a total of 79,485 usable square feet of space, for a total rent of $125,293.61 per month in accordance with the schedule below.

SQ.FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC (Office) 05/01/2016- 05/31/2016 54,022 $18.97 $ 85,398.69 HHSC (Training) 05/01/2016 - 05/31/2016 11,886 $18.78 $ 18,597.66 DSHS (Office) 05/01/2016 - 05/31/2016 9,730 $18.78 $ 15,224.23 DADS (Office) 05/01/2016 - 05/31/2016 1.987 $18.97 $ 3ll41.08 Total 77,625 $122,361.66

HHSC (Office) 06/01/2016 - 08/31/2018 54,022 $18.97 $ 85,398.69 HHSC (Training) 06/01/2016 - 08/31120 I 8 I 1,886 $18.78 $ 18,597.66 DSHS (Office) 06/01/2016 - 08/31/2018 9,730 $18.78 $ 15,224.23 DADS (Office) 06/01/2016 - 08/31/20 I 8 1,987 $18.97 $ 3,141.08 HHSC (IT Add Space) 06/01/2016- 08/31/2018 1,860 $18.92 $ 2l931,95 Total 79,485 $125,293.61

ALL CONSTRUCTION, REPAIRS AND ALTERATIONS shall be completed by Lessor 15 days rior to June 1~ 2016. Lessee shall have full access to the premises during that period, at no charge ~ ~ ~,k-,. ee, in order to prepare the Premises for occupancy by June 1, 2016.

Teus Fatilities Commission Physical address: 1711 San Jacinto Blvd, Austin, Texas 78701 * Planningandadministeringfacilities in service to the State of Texas*~--

APPENDIX B 52 EXHIBIT A Lease # 10292 Austin HHSC-IT Add Space Page 2 of3

All non-economic terms and conditions of the lease shall be in force. Lessee may do whatever is necessary during said period to ensure it is able to commence normal business operations on June 1, 2016. CERTIFICATE OF OCCUPANCY (CO), if required and issued by the appropriate local authority, shall be provided by Lessor to Lessee I 5 days prior to occupancy.

At Lessor's expense, the Lessor agrees to make the following upgrades to the lease space prior to May 15, 2016 as shown on Exhibit "A" attached: 1) Replace carpet throughout the premises, 2) Repaint the interior of the demised premises.

Lessor agrees that the Add Space p011ion of this lease will be eligible for its next CPI Escalation increase on September I, 2016. Escalations for future increases for the Add Space shall be based on the anniversary date of the entire lease, September 1, and sha11 be calculated as described in the CPI Escalation Clause of the lease.

All other terms and conditions remain the same. This lease amendment is by mutual agreement between Lessee and Lessor. In signing this amendment, the Lessor certifies, the leased premises of the Add Space shall comply with all applicable federal, stateJ and local laws, statutes, ordinances, codes, rules and regulations.

TEXAS FACILITIES APPROVED BY: COMMISSION APPROVED:

~w~C /,~· Peter Maass, Deputy Executive b ont Cross Par Drive Limited Partnership Director of Planning and Real Estate By: Richard E. DuPont Management Division

Date: 5 - i '1 · I ~~ Date:

cc: Tim Horn, Health and Human Services Commission Ginna Harris, Texas Depa11ment of Licensing and Regulation Regina Roberson, Texas Department of Insurance-Fil'e Safety Inspections, State Fire Marshal's Office

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APPENDIX B 53 EXHIBIT A Lease # I0292 Austin HHSC-IT Add Space Page 3 of3

OPEN WORK mm

CORRIDOR OD

'b a: u) oo I oo □□ 1 ~ ~ Of_C ncE -

~~----t;---.~..,_ ---1~------~+--_ ..~-_...~_LG)

PROPOSED LEASE AREA- SCHEME 2 1 1/8~ ,.,. 1'-0" - 1883 SF

ExhibitA

APPENDIX B 54 EXHIBIT A Chair Executive Director Robert Thomas Harvey Hilderbran Commissioners Mailing address: William D. Darby P. 0. Box 13047 Patti Jones Austin, TX 78711-3047 Mike Novak (512) 463-3446 Jack W. Perry Betty Reinbeck www.tfc.state.tx.us

ADD SPACE AMENDMENT Lease: 10292 Austin Tenn: 09/01/2002 through 08/31/2018

This Add Space Amendment is made and entered into by and between the LESSOR, DUPONT CROSS PARK DRIVE Lil\11TED PARTNERSHIP, and LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission, for and on behalf of the occupying agencies, the Health and Human Services Commission (HHSC), the Department of State Health Services (DSHS), and the Department of Aging and Disability Services (DADS).

Effective August I, 2016 through August 31, 2018, the Texas Facilities Commission hereby adds 4,400 square feet of usable space to Department of State Health Services (DSHS), at $18.92 annual rate per square foot, for an additional rent amount of $6,937.33 per month.

In addition, Lessor shall provide off-street parking for an additional twenty two (22) vehicles on the building surface lot for a total of three hundred thirty nine (339) parking spaces.

The contract is amended to read a total of 83,885 usable square feet of space, for a total rent of $132,230.94 per month in accordance with the schedule below.

SQ.FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH illISC (Office) 07/01/2016-07/31/2016 54,022 $18.97 $ 85,398.69 HHSC (Training) 07/01/2016-07/31/2016 11,886 $18.78 $ 18,597.66 DSHS (Office) 07/01/2016- 07/31/2016 9,730 $18.78 $ 15,224.23 DADS (Office) 07/01/2016-07/31/2016 1,987 $18.97 $ 3,141.08 HHSC (IT Office) 07/01/2016-07/31/2016 1,860 $18.92 I 2:1931.95 Total 79,485 $125,293.61

HHSC (Office) 08/01/2016 - 08/31/2018 54,022 $18.97 $ 85,398.69 IIlISC (Training) 08/01/2016 -08/31/2018 11,886 $18.78 $ 18,597.66 DSHS (Office) 08/01/2016 - 08/31/2018 9,730 $18.78 $ 15,224.23 DADS (Office) 08/01/2016 - 08/31/2018 1,987 $18.97 $ 3,141.08 HHSC (IT Office) 08/01/2016 - 08/31/2018 1,860 $18.92 $ 2,931.95 DSHS (Add Space) 08/01/2016 - 08/31/2018 4,400 $18.92 $ 6:1937.33 Total 83,885 $132,230.94

Texas FacUUtes Commission Physical address: 1711 San Jacinto Blvd, Austin, Texas 78701 - - - . . * Planning and administering facilities in service to the State ofTexas* ~•- - - - -

APPENDIX B 55 EXHIBIT A Lease# 10292 Austin DSHS Add Space Suite #175 Page 2of4

ALL CONSTRUCTION, REPAIRS AND ALTERATIONS shall be completed by Lessor 15 days prior to August 1, 2016. Lessee shall have full access to the premises during that period, at no charge to Lessee, in order to prepare the Premises for occupancy by August 1, 2016.

All non-economic terms and conditions of the lease shall be in force. Lessee may do whatever is necessary during said period to ensure it is able to commence normal business operations on August 1, 2016. CERTIFICATE OF OCCUPANCY (CO), if required and issued by the appropriate local authority, shall be provided by Lessor to Lessee 15 days prior to occupancy.

At Lessor's expense, the Lessor agrees to make the following upgrades to the lease space prior to July 15, 2016 as shown on Exhibit "A" Floor Plan and Room Schedule attached and as mutually agreed by Lessee .and Lessor: 1) Replace carpet throughout the premises, 2) Repaint the interior of the premises.

Lessor agrees that the Add Space portion of this lease will be eligi_ble for its next CPI Escalation increase on September 1, 2016. Escalations for future increases for the Add Space shall be based on the anniversary date of the entire lease, September 1, and shall be calculated as described in the CPI Escalation Clause of the lease.

All other terms and conditions remain the same. This lease amendment is by mutual agreement between Lessee and Lessor. In signing thls amendment, the Lessor certifies, the leased premises of the Add Space shall comply with all applicable federal, state, and local laws, statutes, ordinances, codes, rules and regulations.

TEXAS FACILITIES APPROVED BY: COMMISSION APPROVED:

~~...;T\cn == • J M/..\--,-,-.cs S /: 2 1 / ~ Peter Maass, Deputy Executive LDuPont Cross Park Drive Limited Partnership Director of Planning and Real Estate By: Richard E. DuPont Management Division

Date: 7 ·- 8 •· i G Date:

cc: Tim Hom, Health and Human Services Commission Ginna Harris, Texas Department of Licensing and Regulation Regina Roberson, Texas Department of Insurance-Fire Safety Inspections, State Fire Marshal's Office

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APPENDIX B 56 EXHIBIT A Lease# 10292 Austin DSHS Add Space Suite# 175 Page 3 of 4

Exhibit A - Floor Plan

I I I !Ste "175 4,400 sf I l f7l I I - - - - - ,~ - - - - -- - -,- - - -7.- - -

- -l - -1---

APPENDIX B 57 EXHIBIT A Lease# 10292 Austin DSHS Add Space Suite #175 Page4of4

Room Schedule

HHSC- MHSA - Cross Park Space Add Space ,. Full Time Emp_loyees 22 Date 06128/16 lem Soace UselRoom Name Number SF Per SFExt. Adjacency/Comments Health and Human Services Commi&&lon Mental Health Substance Abuse 1 Realonal Supervisor/Rlysiclan 2 140 280 office 2 Supervisors/Rwsiclan 2 120 240 3 A"ofessional 11 80 880 system furniture; ad}. to supervisors 4 Technical 5 64 320 5 AdlTinTech 2 48 96 system furniture; adj. to su1Jervisors 8 Of flee Ma.chine Area 1 60 80 "Mfhin system furniture aea 7 Office Suooly Area 1 50 50 "Mfhin system furniture aea 8 Break Area 1 120 120 central to staff 9 VvaitinQArea 1 100 100 at entrance,· adj to reception area wl 3 transaction counters 10 Open File Area 1 180 180 located in waitina area; adjacent to OES reception counter 11 Tele/Data Poom 1 120 120 central to staff 12 Biclosed File Room 1 120 120 fifes 13 Conference Room 1 340 340 central to staff 14 Conference Room 1 150 150 central to staff 15 Tele/Data Room 1 120 120 secured

Sub-total 3,176 Open Plan Circulation 45% 813 Built-Out Circulation 30% 411 Total Circulation 1,224 Total SF 4,400

APPENDIX B 58 EXHIBIT A Chair Executive Director Robert D. Thomas Harvey HiJderbran Commissionel's Mailing address: William D. Darby P. 0. Box 13047 Patti Jones Mike Novak Austin, TX 78711-3047 Jack W. Perry (512) 463-3446 Betty Reinbeck www.tfc.state.tx.us

CPI LEASE PAYMENT NOTIFICATION Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

This agreement is made and entered into on this date, August 9, 2016, by the LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission.

The Texas Facilities Commission approves a change in the total monthly rent for space leased due to a Consumer Price Index (CPI) adjustment in accordance with the lease contract.

Effective September 1, 2016, for the lease space occupied by the Health and Human Services Commission (HHSC), the Department of State Health Services (DSHS), and the Department of Aging and Disability Services (DADS), the total rent amount will be increased by $396.69 per month for 83,885 usable square feet, resulting in a new rent amount of $132,627.63 per month, in accordance with the schedule below:

SQ.FT. ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC-Office 09/01/2016- 08/31/2018 54,022 $19.03 $ 85,654.15 HHSC-Training 09/01/2016- 08/31/2018 11,886 $18.83 $ 18,653.87 OS HS-Office 09/01/2016- 08/31/2018 9,730 $18.83 $ 15,270.24 DADS-Office 09/01/2016- 08/31/2018 1,987 $19.03 $ 3,150.48 HHSC-IT Office 09/01/2016 - 08/31/2018 1,860 $18.97 $ 2,940.75 DSHS-Office 09/01/2016 - 08/31/2018 4.400 $18.98 ~ 62958.14 Total 83,885 $132,627.63

TEXAS FACILITIES COMMISSION APPROVED:

Gayla avis, anager State Leasing Services, Planning and Real Estate Management Division

Tim Horn, Health and Human Services Commission

Texas Facilities Commission J>hvsical addre.1·.s: [711 San Jacinto Blvd, Austin. Texas 78701 ---=-~*Planning and administering facililies ill service to the State of Texas* -+ems==--

APPENDIX B 59 EXHIBIT A Chair Executive Director Robert D. Thomas Harvey Hilderbran

Commissioners Mailing address: William D. Darby P. 0. Box 13047 Patti Jones Austin, TX 78711-3047 Mike Novak (512) 463-3446 Jack W. Perry www.tfc.state.tx.us Betty Reinbeck

ADD SPACE AMENDMENT Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

This Add Space Amendment is made and entered into by and between the LESSOR, DUPONT CROSS PARK DRIVE LIMITED PARTNERSHIP, and LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission, for and on behalf of the occupying agencies, the Health and Human Services Commission (HHSC), the Department of State Health Services (DSHS), and the Depmtment of Aging and Disability Services (DADS).

Effective September I, 2016 through August 31, 2018, the Texas Facilities Commission hereby adds 167 square feet of usable space to Department of State Health Services (DSHS), at $18.97 annual rate per square foot, for an additional rent amount of$264.00 per month.

The contract is amended to read a total of 84,052 usable square feet of space, for a total rent of $132,891.63 per month in accordance with the schedule below.

SQ.FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SF MONTH HHSC (Office) 08/01/2016 - 08/31/2016 54,022 $18.97 $ 85,398.69 HHSC (Training) 08/01/2016 - 08/31/2016 11,886 $18.78 $ 18,597.66 DSHS (Office) 08/01/2016 - 08/31/2016 9,730 $18.78 $ 15,224.23 DADS (Office) 08/01/20 I 6 - 08/31/2016 1,987 $18.97 $ 3,141.08 llliSC (IT Office) 08/01/2016 - 08/3i/2016 1,860 $18.92 $ 2,931.95 DSHS {Office) 08/01/2016- 08/31/2016 4,400 $18.92 $ 6,937.33 Total 83,885 $132,230.94

HHSC (Office) 09/01/20 I 6 - 08/31/2018 54,022 $19.03 $ 85,654.15 HHSC (Training) 09/01/2016 - 08/31/2018 11,886 $18.83 $ 18,653.87 DSHS (Office) 09/01/20 I 6 - 08/31/2018 9,730 $18.83 $ 15,270.24 DADS (Office) 09/01/2016 - 08/31/2018 1,987 $19.03 $ 3,150.48 HHSC (IT Office) 09/01/2016 - 08/31/2018 1,860 $18.97 $ 2,940.75 DSHS (Office) 09/01/2016 - 08/31/2018 4,400 $18.98 $ 6,958.14 DSHS (Add Space) 09/01/2016 - 08/31/2018 167 $18.97 $ 264.00 Total 84,052 $132,891.63

ALL CONSTRUCTION, REPAIRS AND ALTERATIONS shall be completed by Lessor 5 days _....d,li:tJ%ll~~~= September 1, 2016. Lessee shall have ful) access to the premises during that period, at no o Lessee, in order to prepare the Premises for occupancy by September 1, 2016.

Texas Facilities Commission Physical address: 1711 San Jacinh> Blvd, Austin, Texus 7870 I * Planning and administering facilities in service to Jhe Stale of Texas*

APPENDIX B 60 EXHIBIT A Lease# 10292 Austin DSHS Add Space Storage Page 2 of 4

All non-economic terms and conditions of the lease shall be in force. Lessee may do whatever is necessary during said period to ensure it is able to commence nonnal business operations on September 1, 2016. CERTIFICATE OF OCCUPANCY (CO), if required and issued by the appropriate local authority, shall be provided by Lessor to Lessee S days prior to occupancy.

At Lessor's expense, the Lessor agrees to make the following upgrades to the lease space prior to August 26, 2016, as shown on Exhibit A and as mutually agreed by Lessee and Lessor.

Lessor agrees that the Add Space po1tion of this lease wiU be eligible for its next CPI Escalation increase on September 1, 2017. Escalations for future increases for the Add Space shall be based on the anniversary date of the entire lease, September 1, and shall be calculated as described in the CPI Escalation Clause of the lease.

All other terms and conditions remain the same. This lease amendment is by mutual agreement between Lessee and Lessor. In signing this amendment, the Lessor certifies, the leased premises of the Add Space shall comply with all applicable federal, state, and local laws, statutes, ordinances, codes, rules and regulations.

TEXAS FACILITIES APPROVED BY: COMMISSION APPROVED:

·~ iA •l ~-43:&,.._, /\IL~ (, Peter Maass, Deputy Executive Du o t Cross ark Drive Limited Partnership Director of Planning and Real Estate By: Richard E. DuPont Management Division

_____~ -_---___{.....,,_ __ Date:_ _o_''J_._-7.,,(; Date: 7 ► I cc: Tim Horn, Health and Human Services Commission Ginna Harris, Texas Department of Licensing and Regulation Regina Roberson, Texas Department of Insurance-Fire Safety Inspections, State Fire Marshal's Office

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APPENDIX B 61 EXHIBIT A Lease # 10292 Austin DSHS Add Space Storage Page 3 of 4

EXHIBIT A

Floor Plan

~rw.s11i ;";,,;, r~fl _( .~ Irr ~r 1~~- ~ --~ ..~;

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St-oroge Area for DSHS

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·: .26

•\cad sa,ves\ ._ •asing P-lans\Austin\HHSC le ' ~--.., ..

APPENDIX B 62 EXHIBIT A Lease# l 0292 Austin DSHS Add Space Storage Page4of4

Room Schedule

DSHS Storage Add Space -Cross Park Fu/1 Time Employaes 0 t~Hetii~~•@&:- 'leflJHW i ! : i ! !

Storage Room for DSHS 167 X 161

·.~ ..-...~l. -~ . . . Total SF 167 i I

APPENDIX B 63 EXHIBIT A Chair Executive Director Robert D. Thomas Hal'vey Hilderbran Commissioners Mailing address: William D. Darby P. 0. Box 13047 Patti Jones Austin, TX 78711-3047 Mike Novak Jack W. Perry (512) 463-3446 Betty Reinbeck www.tfc.state.tx.us Joseph 0. Slovacek

SPACE ALLOCATION NOTIFICATION Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

This agreement is made and entered into on this date, November 8, 2016, by the LESSEE, STATE OF TEXAS, acting by and through the Texas Facilities Commission.

The monthly rent and space allocation per agency is as follows:

AGENCY TERM SQ.FT. ANNUAL COST PER OCCUPIED RATE/SQ.FT. MONTH HHSC (Office) 09/01/2016- 08/31/2018 56,009 $19.03 $ 88,804.63 HHSC (Training) 09/01/20.16 - 08/31/2018 '11,886 $18.83 $18,653.87 HHSC (Office) 09/01/2016- 08/31/2018 9,730 $18.83 $15,270.24 HHSC (Office) 09/01/2016 - 08/31/2018 4,400 $18.98 $ 6,958.14 HHSC (Office) 09/01/2016 - 08/31/2018 2.027. $18.97 $ 3J204.75 Total 84,052 $132,891.63

All other terms and conditions shall remain the same.

TEXAS FACILITIES COMMISSION APPROVED:

Gayla Davis, ager, State Leasing Services, Planning and Real Estate Management Division

cc: Tim Horn, Health and Human Services Commission Ginna Harris, Texas Department of Licensing and Regulation Regina Roberson, Texas Department of Insurance - Fire Safety Inspections, State Fire Marshal's Office •

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Texas Facilities Commission Physi('(I( uddre.u: l 711 San Jacinto Blvd, Austin, Texas 78701 --=~ * Planning and administering facilities i,u·ervice to the State of Texas*+~;,;;=•·-=-

APPENDIX B 64 EXHIBIT A Chair Executive Director Robert D. Thomas Harvey .f!ilderbran

Commissioners Mailing address: William D. Darby P. 0. Box 13047 Patti Jones Austin, TX 78711-3047 Mike Novak (512) 463-3446 Jack W. Perry Betty Reinbeck www.tfc.state.tx.us Joseph 0. Slovacek = = = == = = = ==-=·--··-·-- - --=-== = = = = = = == = == = = = =

CPI LEASE PAYMENT NOTIFICATION Lease: 10292 Austin Term: 09/01/2002 through 08/31/2018

This agreement is made and entered into on this date, August 14, 2017, by the LESSEE, STATE. OF TEXAS acting by and through the Texas Facilities Commission.

The Texas Facilities Commission approves a change in the total monthly rent for space leased due to a Consumer Price Index (CPn adjustment in accordance with the lease contract.

Effective September 1, 2017, for the lease space occupied by the Health and Human Services Commission (HHSC), the total rent amount will be increased by $996.69 per month for 84,052 usable square feet, resulting in a new rent amount of $133,888.32 per month, in accordance with the schedule below:

SQ.FT. ANNUAL COST PER A.GENCY TERM OCCUPIED RATE/SF MONTH HHSC (Office) 09/01/2017- 08/31/2018 56,009 $19.17 $ 89,468.78 HHSC (Training) 09/01/2017 - 08/31/2018 11,886 $18.98 $ 18,794.81 HHSC (Office) 09/01/2017- 08/31/2018 9,730 $18.98 $ 15,385.62 HHSC (Office) 09/01/2017 - 08/31/2018 4,400 $19.12 $ 7,010.32 HHSC (Office) 09/01/2017 - 08/31/2018 2.027 $19.11 t 3.228.79 Total 84,052 $133,888.32

TEXAS FACILITIES CO ISSION APPROVED:

Gayla Davis, anager State Leasing Services, Planning and Real Estate Management Division

cc: Tim Hom, Health and Human S~rvices Commission

Texas Facilities Commission Physical address: 1711 San Jacinto Blvd, Austin, Texas 78701 __ __......_....._ Pf,,.,.., ;.,,r, ,,,.,.,,1 nAm,.,i .. to.-ina fnl"ilifiP<' in

APPENDIX B 65 EXHIBIT A Chair Interim Robert D. Thomas Executive Director John Raff Commissioners William R. Allensworth Mailing address: Steve D. Alvis P. 0. Box 13047 Patti C. Jones Austin, TX 78711-3047 Miihael J. Novak (512) 463-3446 Rigoberto Vi1larreal www.tfc.state.tx.us

LEASE RENEWAL, ASSUMPTION OF UTILITIES, WITH TENANT IMPROVEMENTS & STATE-OWNED CANCELLATION AMENDMENT Lease: 10292 Austin Tenn: 09/01/2002 through 08/31/2018

This Lease Renewal, Assumption ,of Utilities, with Tenant Improvements & State-Owned Cancellation Amendment is made and entered into between the LESSOR, DUPONT CROSS PARK DRNE LIMITED PARTNERSHIP, and LESSEE, STATE OF TEXAS acting by and through the Texas Facilities Commission, for and on behalf of the occupying agency, the Health and Human Services Commission (HHSC).

The term of the Lease is renewed for 120 months, from September 1, 2018 through August 31, 2028, as in accordance with the schedule below. Lessor agrees that CPI Escalation for the entire lease is cancelled and shall be of no further force and effect.

SQ.FT ANNUAL COST PER AGENCY TERM OCCUPIED RATE/SQ. MONTH FT. HHSC (Office) 03/01/2018- 08/31/2018 56,009 $19.17 $ 89,468.78 HHSC {Training) 03/01/2018-08/31/2018 11,886 $18.98 $ 18,794.81 HHSC (Office) 03/0l/2018-08/31/2018 9,730 $18.98 $ 15,385.62 HHSC (Office) 03/01/2018- 08/31/2018 4,400 $19.12 $ 7,010.32 HHSC (Office) 03/01/2018- 08/31/2018 2,027 $19.11 $ 3.228.79 Total 84,052 $133,888.32

HHSC (Office) 09/01/2018 - 08i3l/2019 72,166 $21.48 $129,177.14 HHSC (Training) 09/01/2018- 08/31/2019 11,886 $21.48 ~ 213275.94 84,052 $150,453.08

HHSC (Office) 09/01/2019- 08/31/2020 72,166 $21.98 $132,184.06 HHSC (Training) 09/01/2019 - 08/31/2020 11,886 $21.98 $ 21:1771.19 84,052 $153,955.25

HHSC (Office) 09/01/2020 - 08/3 I /2021 72,166 $22.48 $135,190.97 HHSC (Training) 09/0 l /2020 - 08/3 l /2021 11,886 $22.48 i 223266.44 84,052 $157,457.41

HHSC (Office) 09/01/2021- 08/31/2022 72,166 $22.98 $138,197.89 .•· . 1 ~ rs (Training) 09/01/2021 08/31/2022 11.886 $22.98 i 22:1761.69 - d)_

• •.. ·-Ai• - *~1tx---- * Texas Facilities Commission Physical address: 1711 San Jacinto Blvd, Austin, Texas 78701 ~ · * Planning and administeringfiaci/ities in service to the State oif Texas* APPENDIX B 66 EXHIBIT A Lease# 10292 Austin HHSC Lease Renewal, Assumption of Utilities, with Tenant Improvements & State-Owned Cancellation Amendment Page 2 of2 HHSC (Office) 09/01/2022 - 08/31/2023 72,166 $23.48 $141,204.81 IDISC (Training) 09/01/2022 - 08/31/2023 11,886 $23.48 ~ 23~256.94 84,052 $164,461.75

HHSC (Office) 09/01/2023 - 08/31/2024 72,166 $23.98 $144,211.72 IIllSC (Training) 09/01/2023 - 08/31/2024 11,886 $23.98 ~ 23,752.19 84,052 $167,963.91

HHSC (Office) 09/01/2024 - 08/31/2025 72,166 $24.48 $147,218.64 HHSC (Training) 09/01/2024 - 08/31/2025 11,886 $24.48 $ 24,247.44 84,052 $171,466.08

HHSC (Office) 09/01/2025 - 08/31/2026 72,166 $24.98 $150,225.56 HHSC (Training) 09/01/2025 ._ 08/31/2026 11,886 $24.98 i 24~742.69 84,052 $174,968.25

HHSC (Office) 09/01/2026- 08/31/2027 72,166 $25.48 $153,232.47 HHSC (Training) 09/01/2026 - 08/31/2027 11,886 $25.48 $ 252237.94 84,052 $178,470.41

HHSC (Office) 09/01/2027- 08/31/2028 72,166 $25.98 $156,239.39 ffiISC (Training) 09/01/2027 - 08/3 l /2028 11,886 $25.98 ~ 252733.19 84,052 $181,972.58

The Texas Facilities Commission shall have the right to cancel the portion of Training Space for 11,886 square feet, by giving to the Lessor written notice of such cancellation at least 180 days prior to the desired cancellation. This portion of the Lease may not be cancelled prior to February 28, 2021.

The Texas Facilities Commission shall have the right to cancel the portion of HHSC Space for 72,166 square feet, by giving to the Lessor written notice of such cancellation at least 365 days prior to the desired cancellation. This portion of the Lease may not be cancelled prior to November 30, 2025.

At Lessor's expense, the Lessor agrees to make upgrades to the leased premises prior to December 31, 2018 in accordance with the attached Exhibit "A" HHSC Scope of Work.

Effective September 1, 2018 through August 31, 2028, Utilities shall be paid by LESSEE. Lessor shall continue to provide, at Lessor's expense, access to all utilities services, meters, and connections necessary for the proper and intended use of the space. These utilities include telecommunications facilities, continuous hot and cold water, wastewater, electricity and natural gas, if required for heating and or cooling.

APPENDIX B 67 EXHIBIT A Lease # 10292 Austin HHSC Lease Renewal, Assumption of Utilities, with Tenant Improvements & State"Owned Cancellation Amendment Page 3 of2

The date of this Lease Renewal, Assumption of Utilities, with Tenant Improvements & State- Owned Cancellation Amendment is the date that it is signed by Lessee's duly authorized representative; however, this Lease Renewal, Assumption of Utilities, with Tenant Improvements & State-Owned Cancellation Amendment is not effective until the majority approval by a quorum of the Commission members of the Texas Facilities Commission. If the Commission does not approve the Lease, it may be terminated by the State of Texas without liability upon 30 day notice to the Lessor.

All other terms and conditions of the Lease remain the same and continue in full force and effect. This Lease Renewal, Assumption of Utilities, with Tenant Improvements & State-Owned Cancellation Amendment is by mutual agreement between Lessee and Lessor.

APPROVED BY: APPROVED BY: TEXAS FACILITIES COMMISSION DuPont Cross Park Drive Limited Partnership

lazte-2rw0 Gayla Davis, Manager, State Leasing B~~~ N~~ ard E. DuPont _ Services, Planning & Real Estate Management Division

· lf___ Date:_~_·/_' ·_ /_fj_ Date: S 1/1.,vi 11/75 cc: Tim Horn, Health and Human Services Commission Ginna Harris, Texas Department of Licensing and Regulation Regina Roberson, Texas Department oflnsurance - Fire Safety Inspections, State Fire Marshal's Office

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APPENDIX B 68 EXHIBIT A HHSC Scope of W 1. Re-carpet and . ork ~amt 2.. Re-carpet and pamt thesuite 125 East & West • 2nd fl oor.

-- -·· •·····- .. -··-·--· ... ............. _,_ .. :--~-·.. •

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APPENDIX B 69 EXHIBIT A FGHIGJKLÿNOJKÿPQ RSTSUÿPVWRXSRYÿWZ[ÿVYQY[SY\ÿR][YÿR^WPXYVÿHHN_ÿW[`a[SRWXS]Zÿ]bÿRUWSQ\ÿWVS\SZcÿaZ[YVÿdVSXXYZR]ZXVWRXe

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".3ÿ1231,".,/0ÿB /"C13 C!ÿC0@/ "C&Cÿÿ  5 517ÿ413 430ÿ57 576ÿ43; 543937 0ÿ 14ÿ0342576ÿ71 530ÿ14ÿ 3766576ÿ57ÿ 347 523ÿ50 3ÿ4301 517ÿ41335760ÿ3 143ÿ4576576ÿÿ 0 5 ÿ14ÿ7ÿ45 4 517ÿ4133576ÿ  ÿ43ÿ0  3ÿ57ÿ 3ÿ17 4 ÿ0 3 ÿ 1ÿ 50ÿ 34ÿ14ÿ  ÿ43ÿ30 503ÿ ÿ 3ÿ0  3ÿ637 ÿ7ÿ34300 ÿ 571414 3ÿ57 1ÿ 3ÿ17 4 ÿ43ÿ37 1433ÿ33 ÿ 1ÿ 3ÿ3 37 ÿ 103ÿ 413 430ÿ17 5 ÿ55 ÿ 3ÿ 3490ÿ1 ÿ 50ÿ 34 Appendix C deefgMEEgeheiejg]khflemn]ejohg]pmqEYmkgEPNEderEPN]FFL]dersFFL HEL =>?@>ABCÿEFABÿGH IJKJLÿGMNIOJIPÿNQRÿMPHPRJPSÿITRPÿIUNGOPMÿ??EVÿNRWXRJINOJTQÿTYÿILNJHSÿNMJSJQZÿXQRPMÿ[MJOOPQITQOMNIO\ 01121ÿ45ÿ0678ÿ9 ÿ 1ÿ2 ÿ ÿÿ 9 ÿÿ ÿ26ÿ ÿ2ÿ 2 72!42ÿ ÿ9  26ÿ " ÿÿ#$ÿ%0&'(ÿ$)ÿ$*(ÿ+()(#(ÿÿ*,8ÿ6- 72ÿ1.28ÿ/.7ÿ 0-,12ÿ-ÿ122/82ÿ.ÿ-ÿ2,!,7-7,./ÿ./ÿ1-!-28ÿ-1-,2-422ÿ7.ÿ-ÿ -75ÿ7.ÿ-ÿ 6./7-67 ÿ.72ÿ7-/ÿ-ÿ4-ÿ--,/87ÿ83,7ÿ4-821ÿ./ÿ8.122,/ÿ,!!3/,75 01121ÿ45ÿ0678ÿ9 ÿ 1ÿ2 ÿ ÿÿ 9 ÿÿ ÿ26ÿ ÿ2ÿ 2 72!42ÿ ÿ9  26ÿ " 4ÿÿ#$ÿ%0&'(ÿ$)ÿ&556#&*7ÿ*$ÿ6&*ÿ&#ÿ)(+(0ÿ$6*ÿÿ*,8ÿ 6- 72ÿ1.28ÿ/.7ÿ0-,12ÿ8.122,/ÿ,!!3/,75ÿ7.ÿ83,7ÿ,/ÿ212-2ÿ6.37 01121ÿ45ÿ0678ÿ9 ÿ 1ÿ2 ÿ ÿÿ 9 ÿÿ ÿ26ÿ ÿ2ÿ 2 72!42ÿ ÿ9  26ÿ " ÿÿ#$ÿ%0&'(ÿ$)ÿ&556#&*7ÿ*$ÿ6&*ÿ)$ÿ*$*ÿ&0&&*7ÿÿ*,8ÿ 6- 72ÿ1.28ÿ/.7ÿ0-,12ÿ8.122,/ÿ,!!3/,75ÿ7.ÿ-ÿ62-,!ÿ-,8,/ÿ.!ÿ-ÿ6-382ÿ .ÿ-67,./ÿ.ÿ/22,2/62 ÿ-31 ÿ7.7,.38ÿ,/7222/62ÿ0,7ÿ-ÿ6./7-67 ÿ.ÿ -/5ÿ.72ÿ7.7 01121ÿ45ÿ0678ÿ9 ÿ 1ÿ2 ÿ ÿÿ 9 ÿÿ ÿ26ÿ ÿ2ÿ 2 72!42ÿ ÿ9  26ÿ " 8ÿÿ(59$75(#*ÿ$#*0*ÿ(:(59*ÿÿ*,8ÿ6- 72ÿ1.28ÿ/.7ÿ - 25ÿ7.ÿ-/ÿ2! 2.5!2/7ÿ6./7-67ÿ427022/ÿ-ÿ87-72ÿ-2/65ÿ-/1ÿ-/ÿ2! 2.522ÿ.ÿ 7-7ÿ-2/65 01121ÿ45ÿ0678ÿ9 ÿ 1ÿ2 ÿ ÿÿ 9 ÿÿ ÿ26ÿ ÿ2ÿ 2 72!42ÿ ÿ9  26ÿ " ÿÿ'(#6(ÿÿ0ÿ83,7ÿ3/12ÿ7,8ÿ6- 72ÿ!-5ÿ42ÿ4.37ÿ,/ÿ-ÿ 1,87,67ÿ6.37ÿ,/;  ÿÿ-ÿ6.3/75ÿ,/ÿ0,6ÿ72ÿ212/78ÿ.ÿ.!,88,./8ÿ,1,/ÿ,82ÿ7.ÿ72ÿ 62-,!ÿ.66321<ÿ. 9ÿÿ-ÿ6.3/75ÿ,/ÿ0,6ÿ72ÿ ,/6, -2ÿ.,62ÿ.ÿ72ÿ87-72ÿ-2/65ÿ,8ÿ 2.6-721 01121ÿ45ÿ0678ÿ9 ÿ 1ÿ2 ÿ ÿÿ 9 ÿÿ ÿ26ÿ ÿ2ÿ 2 72!42ÿ ÿ9  Appendix C ]^^_`F>>`^a^b^c`Vda_e^fgV^cha`Vifj>Rfd`>IG>]^k>IGV??EV]^kl??E =>E BCDECFGHÿJKFGÿLM NOPOQÿLRSNTONUÿSVWÿRUMUWOUXÿNYWUÿNZSLTURÿDDJ[ÿSW\]WONSTOYVÿY^ÿNQSOMXÿSROXOV_ÿ]VWURÿ̀ ROTTUVNYVTRSNTa 0123ÿ55637553ÿÿ89 9 9 ÿ ÿ 903ÿÿ02ÿÿ1ÿÿ ÿ1ÿ1 ÿ!ÿ2!1 ÿÿÿ"1ÿÿ ÿÿ  1ÿÿ !1ÿ1ÿ12ÿ ÿ11 #ÿ 1$11ÿ#1ÿ!1ÿÿ 1ÿ122##ÿ   1ÿ ÿ!ÿ 13ÿÿ% 1 ÿÿ!1ÿ1ÿ ÿÿ12&ÿ 1 1&ÿ ÿ21ÿÿ!1ÿ1ÿÿÿ"12ÿÿ1' 1&ÿ2!1&ÿ  !1&ÿ ÿÿ!1 ÿ2 1 (ÿ 11ÿÿÿÿ1ÿ)1ÿ 1 ÿ!ÿ2!1 3 1ÿ"ÿ 2ÿ*75+&ÿ,+ ÿ813&ÿ303&ÿ-!3ÿ5*.7ÿ/0313ÿ2345&ÿ0123ÿ5&ÿ13ÿ 011"1 ÿ5&ÿ*75+3 0123ÿ556375*3ÿÿ6-87098ÿ 93ÿÿ ÿ2#ÿÿ:!2!ÿ!ÿ2!1 ÿ #1ÿÿÿ"1ÿ" !ÿ1 ÿ-!1 ÿ;;4<&ÿ=$1 1ÿ-1&ÿÿ!1ÿ 1ÿ ÿÿÿÿ1ÿ$1 1ÿÿ11ÿ"ÿ012ÿ;;4<><

Appendix C bccdeKCCecfcgche[ifdjckl[chmfe[nkoCWkieCNLCbcpCNL[DDJ[bcpqDDJ JCJ Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

Alyssa Bixby-Lawson on behalf of Alyssa Bixby-Lawson Bar No. 24122680 alyssa.bixby-lawson@oag.texas.gov Envelope ID: 98557006 Filing Code Description: Brief Requesting Oral Argument Filing Description: Brief of Appellants Status as of 3/18/2025 7:26 AM CST

Associated Case Party: State of Texas

Name BarNumber Email TimestampSubmitted Status

Victoria Gomez victoria.gomez@oag.texas.gov 3/17/2025 7:19:07 PM SENT

Alyssa Bixby-Lawson I I alyssa.bixby-lawson@oag.texas.gov 3/17/2025 7:19:07 PM I SENT I Associated Case Party: 8317 Cross Park, LLC

Name BarNumber Email TimestampSubmitted Status

Kemp Kasling I I kkasling@kaslinglaw.com 3/17/2025 7:19:07 PM ISENT I