EX-10.347 18 a2145510zex-10_347.txt EXHIBIT 10.347 Exhibit 10.347 ALLSTATE LIFE INSURANCE COMPANY ALLSTATE PLAZA SOUTH, SUITE G5C NORTHBROOK, ILLINOIS 60062 August 19, 2004 Inland Western Southlake Limited Partnership 2901 Butterfield Road Oakbrook, Illinois 60523 Re: Allstate Life Insurance Company Loan No. 122520 Gateway Plaza Shopping Center State Highway 114 & Southlake Boulevard Southlake, Texas (the "Property") Ladies and Gentlemen: Reference is made to our Commitment Letter dated August 13, 2004, as amended (the "Commitment") with respect to a $18,163,000 loan (the "Loan") to be evidenced by a Deed of Trust Note of even date herewith, payable to Allstate Life Insurance Company in the principal amount of the Loan (the "Note") and to be secured by a Leasehold Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing of even date herewith (the "Deed of Trust") encumbering the Property. Initially capitalized terms used but not otherwise defined in this letter agreement (the "Letter Agreement") have the same meanings given them in the Deed of Trust. In consideration of your execution and delivery of the documents evidencing, securing or otherwise pertaining to the Loan (the "Loan Documents"), you (the "Borrower") and we (the "Lender") hereby agree as follows: 1. RELATED AGREEMENT. This Letter Agreement shall constitute a Related Agreement. 2. IMPOUNDS. With regard to the provisions contained in Section 1.06 of the Deed of Trust requiring Borrower to deposit 1/12 of the annual amounts of real estate taxes, regular and special assessments and insurance premiums, Lender hereby agrees to defer collection of such monthly deposits for so long as (a) Borrower is the sole owner of the leasehold estate in the Property; and (b) no Event of Default exists under the Loan Documents and no condition or event exists which with notice, the passage of time, or both, would constitute an Event of Default; and (c) at Lender's election, Borrower either pays for a tax reporting service or Borrower promptly and consistently furnishes evidence that taxes and insurance are being currently paid. 3. EARTHQUAKE INSURANCE. With regard to the provisions contained in Section 1.02 of the Deed of Trust requiring Borrower obtain earthquake insurance coverage on the Property, Lender hereby agrees to waive such requirement until such time as such coverage is available at commercially reasonable rates and in Lender's reasonable opinion such coverage is generally required by other institutional lenders. 4. BORROWER'S RIGHT TO TRANSFER THE PROPERTY. Notwithstanding the provisions contained in Section 1.08 and other applicable provisions of the Deed of Trust, Borrower shall have a one time right, provided there is no default or an event which, with notice or the passage of time, or both, could result in a default by Borrower under the Loan Documents, to assign, sell or transfer all of the Property (the "Permitted Transfer") to a party with experience, reasonably satisfactory to Lender, in managing property similar to the Property and whose financial condition is reasonably satisfactory to Lender ("Permitted Transferee"). The Permitted Transfer shall be further conditioned upon: (a) the payment by Borrower to Lender of a transfer fee equal to one percent of the outstanding principal balance of the Note (a nonrefundable $5,000 deposit toward such transfer fee shall be due at the time Borrower initially requests a Permitted Transfer, the balance of the transfer fee shall be due on the closing of the transaction); (b) the reimbursement of all of Lender's expenses, including legal fees, incurred in connection with the Permitted Transfer; (c) the Permitted Transferee and such general partners or principals of Permitted Transferee as Lender may request, assuming, in form and substance satisfactory to Lender, all obligations of Borrower under the Loan Documents, including, without limitation, the Environmental Indemnity Agreement, with the same degree of recourse liability as Borrower and subject to the same exculpatory provisions; (d) Lender's receipt of a title policy complying with the requirements of the Commitment, updated to the date of the Permitted Transfer, evidencing that such Permitted Transfer will not adversely affect Lender's first and prior lien on the Property or any other rights or interests granted to Lender under the Loan Documents; (e) Lender's receipt of opinions of counsel acceptable to Lender that all previous opinions, pertaining to Borrower are true with respect to the Permitted Transferee and the Permitted Transferee has duly assumed the Loan Documents, and same are valid and enforceable against Permitted Transferee and the Property; and that Borrower has the requisite power and authority to properly transfer the Property; (f) the Property having maintained a Debt Coverage Ratio of not less than 200 percent for the 12 month period ending 30 days before the date of the Permitted Transfer and the Property having a projected Debt Coverage Ratio for the next 12 months based on the most recently approved and certified financial statements and annual rent roll of not less than 200 percent; (g) the Permitted Transferee paying to Borrower at least 45 percent cash down payment on the date of the Permitted Transfer; 2 (h) Lender's receipt and approval of the purchase and sale contract and copies of the proposed transfer documentation; (i) Lender's receipt and approval of the Permitted Transferee's resume and financial statements; and (j) Lender's receipt and approval of an updated MAI appraisal by an appraiser satisfactory to Lender (prepared at Borrower's expense) specifically confirming a loan to value ratio of no more than 55 percent. In addition, Borrower shall have the right, provided there is no default or an event which, with notice or the passage of time, or both, could result in a default by Borrower under the Loan Documents, to make a Permitted Transfer to INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Member"), the sole member of Inland Western Southlake GP, L.L.C., the general partner of Borrower, so long as (x) Borrower pays to Lender a transfer fee equal to $5,000, (y) the Member assumes, in form and substance satisfactory to Lender, all obligations of Borrower under the Loan Documents, including, without limitation, the Environmental Indemnity Agreement, with the same degree of recourse liability as Borrower and subject to the same exculpatory provisions, and (z) the conditions and requirements set forth in subparagraphs 4(b), (d) and (e) above are satisfied. Net Operating Income shall be certified to be true and correct by the managing general partner, manager or chief financial officer of Borrower. 5. RIGHT TO CHANGE OWNERSHIP INTERESTS IN BORROWER. Notwithstanding the provisions contained in Section 1.08 and other applicable provisions of the Deed of Trust, so long as Member maintains its status as a Real Estate Investment Trust (a "REIT") any encumbrance, security interest or assignment or transfer of ownership of all types and classes of the shares of Member shall not constitute an improper encumbrance or transfer. 6. DAMAGE TO PROPERTY. With regard to the provisions contained in Section 1.04(A) of the Deed of Trust requiring Borrower to notify Lender of damage to the Property, the cost threshold for notification shall be increased to One Hundred Thousand Dollars ($100,000). With regard to the provisions contained in Section 1.04(B) and 1.04(C) of the Deed of Trust regarding the estimated cost of restoration, the threshold amounts shall be increased to Two Hundred Fifty Thousand Dollars ($250,000). 7. INSURANCE. Lender hereby approves the insurance evidenced by the certificates attached as EXHIBIT A hereto. 8. PROPERTY MANAGER. Lender hereby approves INLAND SOUTHWEST MANAGEMENT CORP. as manager of the Property, subject to its execution of the letter attached as EXHIBIT B hereto. 9. PURCHASE OPTION. Lender acknowledges that Borrower has an option to purchase (the "Option") the fee interest in the parcel referred to as "Tract II" in the Ground Lease, and that Borrower has exercised the Option. Simultaneous with Borrower's acquisition of fee simple title in Tract II (the "Acquisition"), Borrower and Lender shall execute and record, as applicable, 3 amendments to the Loan Documents (collectively, the "Amendment Documents") necessary to reflect a conversion of Lender's first lien against Borrower's leasehold interest in the Property into a first lien deed of trust with respect to Tract II (the "Conversion"). In addition, simultaneous with the Acquisition, Borrower shall deliver to lender (i) a title insurance policy (or an endorsement to the title policy) in the form required by the Commitment, and insuring Lender's first lien priority against Borrower's fee simple interest in Tract II and Lender's continued first lien priority in the remainder of the Property; and (ii) legal opinions reasonably acceptable to Lender; and Borrower's failure to so deliver these items and the Amendment Documents, shall constitute an Event of Default under the Loan Documents. 10. REPAIR OBLIGATION. Borrower shall repair or resolve, or cause to be repaired or resolved, those items set forth on EXHIBIT C hereto (the "Repairs"), in a manner and with results that are reasonably satisfactory to Lender. Borrower's failure to effect the Repairs within one (1) year after the Disbursement Date, in a manner and with results that are reasonably satisfactory to Lender shall be an Event of Default under the Note, the Deed of Trust and other Related Agreements. 11. RIGHTS PERSONAL TO BORROWER. This Letter Agreement shall be binding upon Borrower and its successors and assigns, except that the rights granted to Borrower in paragraphs 2 -- 9 of this Letter Agreement shall be personal to Borrower and shall not inure to the benefit of any subsequent owner of the Property. In the event Lender transfers all or any part of the Loan or any interest in the Loan Documents to any other person or entity, Lender agrees to notify such transferee(s) of the existence of this Letter Agreement and the fact that it is binding upon Lender's successors and assigns by delivering such transferee(s) a true, correct and complete copy of this Letter Agreement concurrently with such transfer accompanied by a letter of transmittal from Lender advising such transferee(s) of the binding nature of the provisions of this Letter Agreement. Lender will send a copy of its letter of transmittal and the enclosure to Borrower, and Borrower's name will be shown on the face of the original letter of transmittal as an addressee thereof. Very truly yours, ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance corporation By: /s/ [ILLEGIBLE] ---------------------------------- By: /s/ [ILLEGIBLE] ---------------------------------- Its Authorized Signatories Accepted and agreed: INLAND WESTERN SOUTHLAKE LIMITED PARTNERSHIP, an Illinois limited partnership 4 By: INLAND WESTERN SOUTHLAKE GP, L.L.C. a Delaware limited liability company Its general partner By: INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, Its sole member By: /s/ [ILLEGIBLE] -------------------------------- Its: Asst Secretary -------------------------------- Dated: August 19,2004 5 EXHIBIT A INSURANCE CERTIFICATES ACORD(TM) EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DATE (MM/DD/YYYY) 08/30/04 THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY. PRODUCER NAME, CONTACT PHONE (A/C. No. Ext): 1-630-773-3800 PERSON AND ADDRESS FAX (A/C. No): 1-630-285-4021 E-MAIL ADDRESS: michele_moore-IL@ajg.com Attn: Michele Moore Arthur J. Gallagher & Co. Two Pierce Place Itasca, IL 60143-3141 CODE: SUB CODE: AGENCY CUSTOMER ID #: NAMED INSURED AND ADDRESS Inland Western Southlake Limited Partnership, an Illinois limited partnership c/o Inland Western Retail Real Estate Trust, Inc. 2901 Butterfield Road Oak Brook, IL 60523 COMPANY NAME AND ADDRESS NAIC NO: 24767 St Paul Fire & Marine Ins Co IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR EACH LOAN NUMBER POLICY NUMBER 122-520 CK01206068 EFFECTIVE DATE EXPIRATION DATE / / CONTINUED UNTIL 12/08/03 12/08/04 TERMINATED IF CHECKED ADDITIONAL NAMED INSURED(S) THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION (Use additional sheets if more space is required) LOCATION/DESCRIPTION Property Name: Gateway Plaza-Southlake, TX, 2900-3100 Southlake Boulevard, Southlake, TX 76092 COVERAGE INFORMATION CAUSE OF LOSS FORM / / BASIC / / BROAD /X/ SPECIAL / / OTHER COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $ 100,000,000 DED: 10,000
YES NO --- -- BUSINESS INCOME/RENTAL VALUE /X/ If YES, LIMIT: 6,906,672 /X/ Actual Loss Sustained # of months: 12 BLANKET COVERAGE /X/ If YES, indicate amount of insurance on properties identified above: $26,800,000 TERRORISM COVERAGE /X/ Attach signed Disclosure Notice / DEC IS COVERAGE PROVIDED FOR "CERTIFIED ACTS" ONLY? /X/ If YES, SUB LIMIT: Included DED: 10,000 IS COVERAGE A STAND ALONE POLICY? /X/ If YES, LIMIT: DED: DOES COVERAGE INCLUDE DOMESTIC TERRORISM? /X/ If YES, SUB LIMIT: Included DED: 10,000 COVERAGE FOR MOLD /X/ If YES, LIMIT: 25,000 DED: 10,000 MOLD EXCLUSION (If "YES", specify organization's /X/ G0492 form used) REPLACEMENT COST /X/ AGREED AMOUNT /X/ COINSURANCE /X/ If YES, % EQUIPMENT BREAKDOWN (If Applicable) /X/ If YES, LIMIT: DED: LAW AND ORDINANCE - Coverage for loss to undamaged portion of building /X/ If YES, LIMIT: 2,500,000 DED: 10,000 - Demolition Costs /X/ If YES, LIMIT: 2,500,000 DED: 10,000 - Incr. Cost of Construction /X/ If YES, LIMIT: 2,500,000 DED: 10,000 EARTHQUAKE (If Applicable) /X/ If YES, LIMIT: SeeAddendum DED: SeeAddendum FLOOD (If Applicable) /X/ If YES, LIMIT: SeeAddendum DED: SeeAddendum WIND / HAIL (If Separate Policy) /X/ If YES, LIMIT: Included DED: SeeAddendum PERMISSION TO WAIVE SUBROGATION PRIOR TO LOSS /X/
REMARKS - Including Special Conditions (Use additional sheets if more space is required) Allstate Life Insurance Co., ISAOA is shown as mortgagee solely with respect to property coverage and a loss payee solely with respect to loss of rents coverage as evidenced herein as required by written contract with respect to the premises as shown above under loan number 122-520. CANCELLATION THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 30 DAYS WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW. ADDITIONAL INTEREST NAME AND ADDRESS LENDER SERVICING AGENT NAME AND ADDRESS Allstate Life Insurance Co., ISAOA c/o Holliday Fenoglio Fowler, LP Mail Code NC1-005-22-04 121 Trade Street Charlotte, NC 28202 USA /X/ MORTGAGEE AUTHORIZED REPRESENTATIVE /X/ LOSS PAYEE /s/ [ILLEGIBLE] ACORD 28 (2003/10) michele (C) ACORD CORPORATION 2003 2057646 Powered By CERTIFICATESNOW(TM) ADDENDUM TO ACORD 25 (2003/10) TOTAL LOSS LIMIT INCLUDES: Real Property, Personal Property, Loss of Rents and Terrorism ADDITIONAL COVERAGE INFORMATION: Flood Zone B: $10,000,000 limit subject to 2% of total insurable value or $100,000 per location deductible Flood Zone C: $15,000,000 limit subject to a $25,000 deductible Earthquake - excluding the State of California: MMI Zones 1-6: $15,000,000 limit subject to a $25,000 deductible MMI Zones 7-9: $10,000,000 limit subject to 2% of total insurable value or $200,000 deductible MMI Zones 10-12: $5,000,000 limit subject to 5% of total insurable value or $500,000 deductible Windstorm under 1 mile from coast: No Coverage Windstorm 1-25 miles from the Gulf of Mexico or Atlantic Coast: 2% of total insurable value or $10,000 deductible Hail deductible: 2% of building and rents total insurable value or $50,000 deductible per location ACORD(TM) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/30/04 PRODUCER 1-630-773-3800 Arthur J. Gallagher & Co. Two Pierce Place Itasca, IL 60143-3141 Attn: Michele Moore INSURED Inland Western Southlake Limited Partnership, an Illinois limited partnership c/o Inland Western Retail Real Estate Trust, Inc. 2901 Butterfield Road Oak Brook, IL 60523 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURER A: National Surety Corp 21881 INSURER B: St Paul Fire & Marine Ins Co 24767 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PEROID INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) LIMITS ---- ----- --------------------------------- ----------------- ---------------- ----------------- ----------------------------- B GENERAL LIABILITY CK01206068 12/08/03 12/08/04 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED /X/ COMMERCIAL GENERAL LIBILITY PREMISES (Ea occurence) $ 50,000 / / / / CLAIMS MADE /X/ OCCUR MED EXP (Any one person) $ 1,000 / / ________________________ PERSONAL & ADV INJURY $ 1,000,000 / / ________________________ GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/ / / POLICY / / PROJECT /X/ LOC OP AGG $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE / / ANY AUTO LIMIT (Ea accident) $ / / ALL OWNED AUTOS BODILY INJURY / / SCHEDULED AUTOS (Per person) $ / / HIRED AUTOS BODILY INJURY / / NON-OWNED AUTOS (Per accident) $ / /_________________________ PROPERTY DAMAGE / / (Per accident) $ AUTO ONLY - EA GARAGE LIABILITY ACCIDENT $ EA ACC $ / / ANY AUTO OTHER THAN AGG $ / / AUTO ONLY A EXCESS/UMBRELLA LIABILITY XEK85878874 12/08/03 12/08/04 EACH OCCURRENCE $ 25,000,000 /X/ OCCUR / / CLAIMS MADE AGGREGATE $ 25,000,000 $ / / DEDUCTIBLE $ / / RETENTION $ $ WORKERS COMPENSATION AND / / WC / / EXPLOYERS' LIABILITY STATUTORY OTHER LIMITS ANY PROPRIETOR/PARTNER/EXECUTIVE INCL E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? EXCL E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - SPECIAL PROVISIONS below POLICY LIMIT $ OTHER
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Property Name: Gateway Plaza - Southlake, TX, 2900-3100 Southlake Boulevard, Southlake, TX 76092 Allstate Life Insurance Co., ISAOA is shown as an additional insured solely with respect to general liability coverage as evidenced herein as required by written contract with respect to the premises as shown above under loan number 122-520. CERTIFICATE HOLDER Allstate Life Insurance Co., ISAOA c/o Holliday Fenoglio Fowler, LP Mail Code NC1-005-22-04 121 Trade Street Charlotte, NC 28202 USA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE /s/ [ILLEGIBLE] ACORD 25 (2001/08) michele (C) ACORD CORPORATION 2003 2057638 Powered By CERTIFICATESNOW(TM) IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) EXHIBIT B PROPERTY MANAGER LETTER INLAND SOUTHWEST MANAGEMENT CORP. August 19, 2004 Allstate Life Insurance Company Allstate Plaza South, Suite G5C 3075 West Sanders Road Northbrook, Illinois 60062 Attention: Commercial Mortgage Division Re: Allstate Life Insurance Company Loan No. 122520 Gateway Plaza Shopping Center State Highway 114 & Southlake Boulevard Southlake, Texas (the "Property") Ladies and Gentlemen: The undersigned ("Manager") is the current property manager of the Property pursuant to that certain Management Agreement (the "Agreement") dated July 21, 2004, by and between INLAND WESTERN SOUTHLAKE LIMITED PARTNERSHIP, An Illinois limited partnership ("Owner") and Manager. In consideration of your making the Loan to Owner (Manager being an affiliate of Owner), Manager acknowledges and agrees to the following: 1. Allstate, in its sole discretion, may terminate the Agreement by notice to Manager upon acquisition by Allstate of title to the Property by foreclosure, deed in lieu of foreclosure, or other transfer of the Property or upon Allstate otherwise obtaining possession of the Property by any lawful means. Upon the appointment of a receiver or court appointed officer, either Allstate or such receiver or officer may terminate the Agreement in its sole discretion by notice to Manager. 2. Manager waives any right to create a lien against the Property to secure payment of unpaid management fees. 3. Upon the occurrence of, and during the continuation of, a default under any of the documents evidencing the Loan which has not been cured in Allstate's sole judgment, all management fees paid or payable to Manager thereafter shall be subordinate to amounts owed to Allstate under such Loan documents. 4. Upon the occurrence of, and during the continuation of, a default under any of the documents evidencing the Loan which has not been cured in Allstate's sole judgment, all management fees and other sums received by Manager thereafter in connection with management of the Property shall be held in trust for the benefit of Allstate. 5. Until Allstate elects to terminate the Agreement as provided herein, Manager will perform all of its obligations, covenants, conditions and agreements under the Agreement for the benefit of Allstate and its successors and assigns, so long as Allstate performs the duties and obligations of Owner under the Agreement accruing after the date Allstate exercises its rights under the Deed of Trust. INLAND SOUTHWEST MANAGEMENT CORP. By: -------------------------- Its ---------------------- 2 EXHIBIT C REPAIRS 1. Fill eroded hole with cement grout at the base of the wall along the east side of Suite 3030 and re-grade common grassed area to promote drainage away from the building. 2. Replace the damaged section of downspout behind Suite 2915. 3. Install a storm drain at low lying area of concrete pavement behind Suite 2905 and connect to existing storm water sewer system. 4. Install an underground French Drain system in Kohl's parking lot to mitigate groundwater seepage across pavement surface. 5. Seal approximate 1-inch gap between sidewalk and curb line along the southwest side of Suite 2900. 6. Seal the cracks in the retaining wall south of Kohl's (Gateway Drive) and monitor for additional movement. 7. Retain a roof consultant to provide a detailed inspection and recommend repairs to the leaking roof systems atop Michael's, Mattress Firm, Old Navy, T.J. Maxx, Rack Room, Ulta, Calico Comers, and Fitness Headquarters. 8. Start up roof-top air conditioning systems to verify operation in Suites 2905, 2915, and 2960-140. 9. Install roof-top air conditioning systems atop Suite Nos. 2911 (9,000 SF) and 2810 (2,000 SF). 10. Repair "yellow tagged" fire sprinkler systems in Suite 2901 and 2930.