Forwarded message From: Dick Ambrosino <dickambrosino@psccorp.

net> Date: Thu, Dec 6, 2012 at 12:54 PM Subject: SORRENTO 11 PROPOSAL To: "david.hoardfSiisums.edu" <david.hoard@isums.edu> Cc: "iason.h.brool<ins(a)isums-edu" <jason.h.brookin5@isums,edu>

David, Enclosed please find my letter in response to Jason's initial comments to Buck Covington. Have a good day.
Richard "Dick" Ambrosino PSC Corporation/Parkway Development, Inc. 385-B Highland Colony Parkway Ste 404 Ridgeland, MS 39157 office 601.956.5656 fax 601.956.5690
20121206i24520.pdf 847K View Download

December 6, 2012 David W. Hoard Vice President for Institutional Advancement Jackson Stale University P.O, Box 17144 Jackson, MS 39217

PARKWAY DEVELOPMENT
N C O R P O F ^ i A T E

R: Sorrento II proposal/382 GalLeria Pkwv, Madison. MS David, I called and left a message for you with another person called David in your group on November 27, 2012. As you, per our meeting, maintain quite a busy schedule, the following is a response to some of Jason's comments to Buck that he e-mailed on 11/26/12. These are as follows: In accordance with the plan view submitted to us, this design size and number of hard offices/classrooms, will not fit in the 8600 RSF area on the first floor of Sorrento II that we looked at. We have taken the liberty of laying out these requirements, per your plan, on the 4"' floor, north wing of Sorrento 11 (great view). The layout worked well. The $14.00/RSF, base rent over five (5) years, unfortunately, will not work. Our best offer to you has been stated at tlie $ I6.95/RSF witli 1 Vi percent/year escalations. The tenant improvement allowance is S25/USF concrete to concrete/roof, as stated in our proposal. Additional build out cost can be amortized and/or expensed for your construction budget. Power during operational hours provided at the lease rate specified are 1 Ihrs/day (can vary time set poinK) Monday thru Friday, Additional cost for hour's utilized can be added to base rate for a set number of days and weekend or invoiced monthly for hours, provided by the energy management system. The 180 day notice is our standard to allow sufiicient time for re-leasing (section 1.02), we could compromise at 120 days. Under the first right of refusal for additional space, if we have another tenant who wished to expand or lease, a 45 day period is uncommon in the rental business and always 5 to 10 day maximum. They would not wait 45 days, (section J .03). Section 2.04 (acceptable)

If you still have interest, based upon your needs for present and future growth in Madison, we will need to discuss this potential location rapidly to meet a possible January time frame. Jason and Buck have made contact today. Jason will be seeking your permission to develop of a letter of intent (LOI) with Buck for your use. I enjoyed meeting you, Jason anisfMichaifl and wish you and your families a blessed and joyous holiday season.

Richard A. Ambrosiiio, President Cc: Jason H, Brookim, JSU CUBD

385-B Highland Colony Parkway Suite 502, Ridgeiand, MS 39157 / Telephone 601-956-5656 / Fax 601-955-5690

From: Buck W. Covington <buck(a}parkwavdevelopment.net> Date: Men, Dec 10, 2012 at 4:21 PM Subject: JSU Madison this Week To: iason.h.brookins@isums.edu

Jason, Thank you for receiving my call today regarding the LOI and next steps needed to continue to move forward with JSU and Parkway Development. In order for Parkway to perform as needed to meet JSU's goal of delivery by January 25, 2013, we need the following assistance from JSU this week. We need a meeting with your representative(s) who have authority to discuss, review, and decide the future of JSU in Madison as it pertains to the office/facility layout and the amount of space. W e have a sketch layout which we need in the development of our prelimenary layout but need guidance from JSU to efficiently expedite the process. W e need to meet with Michael Thomas regarding the lease financial terms,

Mr. Ambrosino and I look forward to meeting with you and Michael this week. I will call you tomorrow to discuss our calendars. Thanks, Buck W. Covington Pres. of Marketing Parkway Development, Inc.

Forwarded message From: Dick Ambrosino <dickambrosino@psccorp,net> Date: Thu, Dec 13, 2012 at 5:20 PM Subject: RE: Galleria Sorrento JSU Lease Draft To: "david.s.buford@jsums.edu" <david.s.buford(QJisums.edu> Cc: "david.hoard@isums.edu" <david.hQard@isums.edu>, "michael.thQmas@isums.edu" <michaei.thomas@isums.edu>. "iason.h.brookins@isums.edu" <iason.h.brookins@isums.edu>

David, We have reviewed your initial marked up lease, completed and signed the "Certificate of Ownership Interest Form", This certificate was scanned and e-mailed to Tiffany Dockins today. Upon preliminary lease review, we have some comments, which will be highlighted and sent to you before noon tomorrow (12/14/12). With regard to some minor changes, page 3, section 2:02, RSF should be 8600 and proportionate share 5.9% (vs. 8300 RSF & 5.7%). The largest area of clarification and concern is page 19, section 18.c, which states that JSU can cancel this lease without liability or any further obligation. This would be very detrimental and of great concern to us. We were told at the meeting with Mr. David Hoard and Jason that this lease would be through the JSU Foundation (JSUDF) and not JSU. We know that through the JSU Foundation this "Rabbit Clause'' would not be applicable. We see you have contacted Mr. David Hoard and Mr. Michael Thomas for clarification of this area of concern and await your response. Also, upon favorable response, we await your architect to work with us for layout of the 8600 RSF space and verification of construction based upon our building standards. Have a good evening and look forward to working with you and the rest of the JSU Group.
Richard "Dick" Ambrosino Sorrento II, LLC 385-B Highland Colony Parkway Ste 404 Ridgeland, MS 39157 office 601.956.5656 fax 601.956.5690

From: david.s.buford [mailto:david .5 .buford @j5um5 .edu] S e n t : Thursday, December 13, 2012 2:41 PM To: Dick Ambrosino C c : michael.thomas; David Hoard; Tiffany Dockins S u b j e c t : Re: Galleria Sorrento JSU Lease Draft

Here is the attachment meant for the last email. On Thu, Dec 13, 2012 at 2:39 PM, david.s.buford <david.s.bufordi:c/!isums.edu> wTOte: Mr, Ambrosino, Please see that attached draft. For the fmal, 1 will clean up the various colors of font, which at this point are there to make sure you can see where an edit was made. Please review and highlight or notate further changes or issues with changes that I made. At any point, give me a call and I can explain all legal edits which were made. I am copying Michael Thomas and David Hoard so they can also review, in that we need a fmal proposed version to send to IHL by a little before noon tomorrow. I am copying Tiffany Dockins, who will by separate email forward an IHL -required form to Mr. Ambrosino for his input and signature. Also, Michael and David Hoard please give me a call so I can clarify that this is a JSU lease rather than one with the JSUDF. There may be some confusion as to the contracting party, as Mr. Ambrosino though perhaps the contracting party would be the Foundation. However, this contract is drafted for JSU. Thanks, David Buford 601-979-3950 601-951-6147 (cell)

a little cleaner and looks to be today's final DRAFT

david.s.buford

<david.s.buford@jsums.edu>

12/14/12

to Buck, Tiffany
Send me an OK or any last suggestions... I am copying Tiffany so she can go ahead and be formatting this to the agenda approval request.

J S U . S O R R E N T O . L E A S E AGREEMENT.clean.12.13.12 v4.docx 74K View Download

SU Madison
Inbox X

Buck

w. Covington <buck@parkwaydevelopment.net>

12/19/12

to david.s.buford
David, The suite number associated w\h the lease is SuitellO. Regarding the insurance question we are awaiting confirmation from Bryson Insurance, If we don't hear anything on it today, then we will be in touch tomorrow. Thank you, Buck 601.720-7271

From: Buck W. Covington rmailto:buck@parkwaydeveiopment.net] Sent: Wednesday, December 19, 2012 3:37 PM To: 'david.s.buford0il5ums.edu' Subject: JSU Madison

david.s.buford

<david.s.buford@jsums.edu>

12/20/12

to michael.thomas, Buck, Dick, jason.h.brooki.

Buck, Thank you for your work on this. I am working for both of us with the AG's edits, and will share that draft with you. They are aware of the issue about operating expenses and even recommended how that change can result in an increased rental rate. We need to get a final proposed (nonbinding) version back to the AG tomorrow, if possible. The version that is approved by IHL will not allow for rental adjustments to be made quickly, although, such changes could be proposed and go through the IHL approval process. I will share with you a version which will have highlighted the new edits from the AG and we will add your edits to reflect the new rental rates. I am sharing this with Michael Thomas also. Thanks,

Buck

w. Covington <buck@parkv\/aydevelopment.net>

12/20/12

to david.s.buford, Dick, jason.h.brooki., michael.thomas

David, Tliank you, we look forward to viewing the adjustments and comments. Buck

From: david.s.buford [mailto:david.s .buf0rd@lsum5 .edu] S e n t : Thursday, December 20, 2012 10:36 AM To: Buck W. Covington C c : Dick Ambrosino; 1ason.h.brookins(aiisums.edu: michael.thomas S u b j e c t : Re: FW: JSU Madison

david.s.buford

<david.s.buford@jsums.edu>

12/20/12

to Buck
Buck, The edits in this version are highlighted, and they were presented by the Assistant AG as required changes so this can be approved by her. I am separately pursuing a discussion with this reviewing attorney to exclude, in particular, one additional provision she wanted to be added. I did not put that provision in this attached version, as I do not believe you all would be receptive, and I don't see the point in raising your blood pressure. If the reviewing lawyer will not relent on this provision, I will share it with you, but my present expectation is that she will not make this a requirement. I believe you are to provide the following: 1. New rental offer as a result of additional costs not originally contemplated as being borne by Landlord; 2. A complete Exhibit A, as the reviewing attorney wanted to have it "in its entirety." 3. A clarification as to Parkway versus Sorrento's role (Broker vs. Landlord... see the comment In section 5.23. 4. Any comments or discussion needed as to these new edits. If I am forgetting something, let me know. Thanks,

J S U . S O R R E N T O . L E A S E AGREEMENT.clean.12.13.12 v7 IHL and AG with 5% outdocx 450K View Download

Buck

w. Covington <buck@parkwaydevelopinent.net>

12/20/12

to d a v i d . s . b u f o r d , Dick
David, Here are the ansv^^ers to your questions: 1. New rental offer as a result of additional costs not originally contemplated as being borne by Landlord; This will be completely answered after J S U has decided on an office layout and construction cost can be figured out. 2. A complete Exhibit A, as the reviewing attorney wanted to have It "in its entirety." Exhibit "A" can only be completed after J S U decides on office layout and any requirements for construction. 3. A clarification as to Parkway versus Sorrento's role (Broker vs. Landlord... see the comment in section 5.23. You are correct. The wording should be "Parkway Development, Inc., Broker/Manager, represents the interest of the Landlord in this transaction." 4. Any comments or discussion needed as to these new edits. Per the Landlord, the edits were acceptable but needs additional clarification on an insurance question from his risk managment group. Thanks, Buck 601.720.7271

Buck

w. Covington <buck@parkwaydevelopment.net>

12/20/12

to david.s.buford

1 . ) Please add that JSU is self insured 2. ) This is the info you and I discussed for Exhibit A :if Tenant desires more tenant finish-out than the stated allocation, then Tenant shall pay for the additional improvements out-of-pocket or Landlord will pay for the additional improvements and amortize the cost over the lease term at a rate of 8 percent per annum. Thanks, Buck

Buck

w. Covington <buck@parkwaydevelopment.net>

12/20/12

to Dick, jason.h.brooki., david.s.buford

David, Along with your clear explaination and our additional research, Parkway Development understands that JSU can't pay taxes or any portion of operating expenses that are real property taxes. Therefore we are approving your adjustment of that real property taxes be removed as an Operating Expense in this lease. We have an insurance question that is being answered by our insurance and risk management group at Bryson Insurance. The believe to have your answers today. I need to reiterate that we have not had any meetings with JSU's space planner/architect, as has been requested by Parkway Development. This being said, the lease amounts are subject to change depending on JSU;s construction requirements. Thank you. Buck 601.720.7271

Jan 3

david.s.buford

<david.s.buford@jsums.edu>

to Buck
Buck, I attached the last version... I believe. What is outstanding, and what I need your assistance with, is the rental rate offered based on y'alls increased anticipated operating costs due to insurance and taxes. The second item is the estimated annual estimate for the "operating costs" that JSU would be obligated to pay? Here is the prior rental from the attached version (I believe you were adjusting these numbers some also, to make sure they were correct, and suggested I might have had them a little Inflated for some reason): Year 1- $ 16.50 per R S F annually (total per year of 141,900) Year 2- $ 16.75 per R S F annually* (144,050) Year 3- $ 17.00 per R S F annually ' (146,200) Year 4- $ 17.25 per R S F annually * (148,350) Year 5- $ 17.51 per R S F annually * (150,586) Year 6- $ 17.78 per R S F annually * (152,908) Year 7- $ 18.04 per R S F annually * (155,144) Year 8- $ 18.31 per R S F annually * (157,466) Year 9- $ 18.59 per R S F annually * (159,874) Year 10- $ 18.87 per R S F annually ^162,282)

* = E a c h year following Year 1, the price per R S F increases by a 1.5% escalation over the prior year. Rent over the ten year term totals approximately $1,518,760.

Rental payments are to be made in monthly installments using the following schedule:

$_11,825 per month beginning Feb. 1st, 2013, through J a n , 31, 2014 $_12,004.17 per month beginning Feb. 1st, 2014, through J a n . 31, 2015 $_12,183.33 per month beginning Feb. 1st, 2015, through J a n . 31, 2016 $ _ 1 2 , 3 6 2 . 5 0 per month beginning Feb. 1st, 2016, through J a n . 31, 2017 $ _12,548.83 per month beginning Feb. 1st, 2017, through J a n , 31, 2018 $ _12,742.33 per month beginning Feb. 1st, 2018, through J a n . 31, 2019 S 12,928.67 per month beginning Feb, 1st, 2019, through J a n . 31, 2020 S 13,122.17 per month beginning Feb. 1st, 2020, through J a n . 31, 2021 $ _13322,83 per month beginning Feb. 1st, 2021, through J a n . 31, 2022 $_13,523.50 per month beginning Feb. 1st, 2022, through , J a n . 31, 2023

I need info on these two so I can share with IHL, soon. Thanks, David 601-979-6804 601-951-6147

J S U . S O R R E N T O . L E A S E AGREEMENT.clean.12.13.12 v7 IHL and A G self ' f ] insured added.docx 451K View Download

Buck

w. Covington <buck@parkwaydeveIopment.net>

Jan 3

to david.s.buford David, The Landlord Is forgoing any upward adjustments in rents due to taxes and insurance. Furthermore, to help JSU manage any possible operating expense increase, we have added a cap to controllable expenses equal to 3%. Attached is the latest version with an added expense cap in paragraph 1 of Section 2.04 {highlighted in light blue) Your numbers are accurate. I miss spoke a few weeks ago. Thank you, Buck 601.720.7271

From: david.s.buford [mailto:david.s.buford@jsums.edu1 Sent: Thursday, January 03, 2013 9:43 AM To: Buck W. Covington Subject: Re: per our conversation

J S U S O R R E N T O L E A S E A G R E E M E N T clean 12 13 12 v7 IHL and A G self Cl insured added exp cap.docx 452K View Download

Buck w. Jason, Happy New Year to you all. We are ready to Covington ^g^kle 2013 head on. Specia...

Jan 8

michael.thomas < m i c h a e l . t h o n n a s @ j s u m s . e d u > t o Buck, j a s o n . h . b r o o k i . , d a v i d . h o a r d , d a v i d . s . b u f o r d , Dick Good Morning Buck,

Jan9

I want to make sure we don't do a lot of work on design and then require changes. W e have the item (lease) on IHL agenda for approval. We will finalize our design conversations internally anf as soon as we are ready, I will contact you to discuss with your desing team. W e will be very agressive in finishing our conversations.

From: To: Date: Subjecl:

"david.hoard" <david.hoard@isums.edu> mavor@madisQnthecitv.CQm. 01/16/2013 01:53 PM Thanl<s

Mary, I really enjoyed meeting you with Dr. Carolyn Meyers the other day. Tlianks for the gifts and information as well. We look forward to working with you on various initiatives soon. Sincerely, David

David Hoard Vice President for Institutional Advancement Executive Director of the JSU Development Foundation 6Q1-979-2282 office 336-404-3090 cell

From: <Mavor@madisonthecitv.com> Date: Tue, Jan 22, 2013 at 4:22 PM Subject: Re: Thanks To: david,hoard@isums.edu

David, Thank you for your note. Following up on our conversation, I did check with our sign administrator and all of the available exterior signage space on those buildings has been utilized. I was surprised to see in the newspaper that a final decision had been made and a lease had already been signed. I hope the landlord was truthful with you about the signage. We have had many discussions over the years with him regarding that situation on the restrictions his tenants must abide by. He has been well aware of this and I hope he was open and honest with you. Hope you and your family are well, Mary Hawkins Butler Mayor Madison, MS 601.856.7116