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					                          CONSTRUCTION RULES AND REGULATIONS

Fantome Tower L.P. (“Landlord”), through its property management company, Hines Interests Limited
Partnership (“Hines”), reserves the right to rescind any of these Construction Rules and Regulations and to make
such other and further Construction Rules and Regulations as, in its reasonable judgment, shall, from time to time, be
required for the safety, protection, care and cleanliness of the Project, the operation thereof, the preservation of good
order therein and the protection and comfort of the tenants and their agents, employees and invitees. Such
Construction Rules and Regulations, when made, either in whole or in part, shall be binding upon tenant(s) in like
manner as if originally herein prescribed.

These Construction Rules and Regulations apply in whole to the 1100 Louisiana office tower building, a/k/a
Enterprise Plaza (“Building”), on Block 259. While also used for the 1100 Smith garage building, on Block 260,
some provisions may not apply. Not all provisions apply to storage units and/or telecommunications sites in either

Please direct any questions regarding Construction Rules and Regulations, to Hines, 1100 Louisiana, Suite 2250,
Houston, Texas 77002; Phone 713-759-9923; Fax 713-759-9257 (the “Management Office”).


1.       All plans must be approved by Landlord before commencement of work.

2.       Partial plans must detail all demolition and build-back.

3.       It is advisable that all (i) architectural, (ii) mechanical, electrical and plumbing (“MEP”), and (iii)
         structural engineering firms involved in new construction print design work inspect the floor(s)
         for actual conditions. This should include above ceiling area, wall designs, and architectural
         layouts before starting work on new prints.

4.       The mechanical/plumbing plans must detail all thermostats, troffers and duct relocations, removal
         or additions. The addition of any independent air conditioning units must be shown on the
         drawings with designed specifications. All plumbing details (deletion or addition) must be

5.       All electrical drawings must contain a load analysis and panel schedules. All electrical circuits
         must be identified by panel and circuit number.

6.       An engineering firm of Hines’ choice will review all submitted drawings. These engineering fees
         will be borne by Tenant.

7.       A complete set of final, revised, or as-built plans must be submitted to Hines upon Project


The General Contractor and all subcontractors shall carry the minimum statutory limits of workers
compensation and quantities of general liability insurance deemed by Landlord to be sufficient for the
proposed Tenant Construction. Original certificates of such insurance are to be submitted prior to the
commencement of work.

CRR (Rev’d 3-26-08 py)                               Page 1 of 11
Specific requirements are as follows:

General Liability:                              $1,000,000 per occurrence combined single limit bodily
                                                injury and property damage.
Auto Liability:                                 $1,000,000 per occurrence combined single limit bodily
                                                injury and property damage.
Workers Compensation:                           As determined by statute
Employer’s Liability:                           $1,000,000 per occurrence.
Umbrella Liability:                             $4,000,000     (Elevator/Escalator,     Janitorial, Metal
                                                Refinishing, Parking, Security, and Window Washing ONLY)
Name as Additional Insured:                     (i) Hines Interests Limited Partnership; and
                                                (ii) Fantome Tower L.P.
Certificate Holder Must be:                     Fantome Tower L.P.
                                                Hines Interests Limited Partnership
                                                1100 Louisiana, Suite 2250
                                                Houston, Texas 77002
Bond Requirement:                               Landlord may require a bond on large projects.

Permits / Licenses / Certificate of Occupancy:

1. The contractor shall obtain permits appropriate for the scope of work. The Tenant shall provide
   copies of the original as well as copies of the final inspection permit to the Landlord, c/o Hines.

2. Contact the Management Office if building information is required as part of the City of Houston
   permitting process.

3. Before occupying the space, Tenant shall provide a Certificate of Occupancy or a Temporary
   Certificate of Occupancy to the Landlord, c/o Hines.

4. Permits and licenses necessary for all work shall be secured and paid for by the General Contractor.

5. The permits are to be posted at a readily accessible area near the construction site.

Safety Requirements / Fire Alarm System / Sprinkler System:

1.       Hines must approve use of any welding or cutting torch. The contractor must schedule the time
         the torch will be used and the contractor must have a fire extinguisher present while the torch is in

2.       Use of any varnishes, lacquers, glues or other combustible materials or materials that may
         produce offensive odors must be approved and the application thereof scheduled through the
         Management Office.

3.       The Management Office must approve any work that will involve the draining of the sprinkler
         line. In all instances, the system will not be left inoperable overnight.

CRR (Rev’d 3-26-08 py)                          Page 2 of 11
4.       There is only one manufacturer of sprinkler heads allowed in the Building: The Reliable
         Automatic Sprinkler Co., Inc.. The Building Standard model is Reliable G4FR Concealed
         Automatic Sprinkler.

5.       Should any portion of a remodel interfere with the fire alarm system, the work must be scheduled,
         in advance, through the Management Office.. Any costs associated with false alarms that are
         caused by the General Contractor, and/or its employees or subcontractors, shall be absorbed by
         the General Contractor.

         There is only one fire alarm contractor allowed to work on the base building fire detection
         system: Siemens Building Technologies, Inc. When the Tenant Work is complete, Siemens will
         conduct a final fire alarm system inspection (speakers, smoke/heat detectors, pull stations) with
         the local fire inspector.

6.       A Material Safety Data Sheet (“MSDS”) must be posted in any area where any hazardous and/or
         harmful materials are in use. Strict adherence to guidelines in the MSDS is required.

7.       Any fireproofing removed from the structural beams or columns to permit welding of braces or
         other materials shall be replaced with the same material or an acceptable equivalent.

Security / Building Access:

1.       The Building’s main entrance doors as well as loading dock doors are monitored and secured by
         Kastle Security Systems. The Building doors are secured from 6:00 p.m. to 6:00 a.m. After
         normal business hours and weekends, access is the responsibility of the Tenant.

2.       The General Contractor or Tenant must arrange with the Management Office for any after-hours

Loading Dock & Garage Parking / Dumpster Placement:

1.       The loading dock area has a thirty (30) minute parking limit during normal Building Hours
         (Monday through Friday, 7:00 a.m. to 6:00 p.m.) Vehicles parked beyond this time will be towed
         away, or booted at the owner’s expense. Arrangements must be made through the Management
         Office for any parking privileges in the loading dock during all hours.

2.       Loading dock entrance clearance is twelve feet, six inches (12’6”). The entrance ramp is located
         at the corner of Smith and Dallas.

3.       Contact the Management Office to negotiate parking arrangements in the 1100 Smith garage for
         larger projects that necessitate increased manpower requirements.

4.       Dumpster placement must be scheduled through the Management Office. All dumpsters are to be
         used after hours and must be removed by the start of the following business day.

CRR (Rev’d 3-26-08 py)                         Page 3 of 11
Elevator Usage:

 1.      All construction materials, tools, and trash are to be transported to and from the construction site
         via the loading dock and/or freight elevators. The passenger elevators are used for transporting
         people only.

 2.      Situations may arise when the General Contractor may be required to share the freight elevators
         with the Building staff or other tenants. This sharing is to be carried out in a professional manner.

 3.      Contractors wishing to use the freight elevator after normal working hours are required to make
         reservations through the Management Office. A reservation form must be filled out and a fixed
         charge will be billed directly to the Tenant, at the rate of Twenty-five and No/100 ($25.00)
         Dollars per hour.

         Advance reservations are required. For security purposes, a Building employee will be provided
         to operate and stay with the elevator at all times.

 4.      Special elevator use such as access to the top of an elevator cab must be scheduled through the
         Management Office. Sufficient time is required to arrange the provision of elevator personnel to
         perform the required service. The Tenant will be responsible for any charges incurred in these
         special arrangements.

 5.      Use of the freight elevators is limited to tenant deliveries and transporting materials that require
         less than thirty (30) minutes. Job stocking a floor for construction must be pre-approved by the
         Management Office. Otherwise, all extended elevator use must be scheduled after hours.

 6.      Freight elevator sizes:

         Cab # 28: Length: 7’ 2½”                              Cab # 29: Length: 6’10”
                   Width: 6’ 0”                                          Width: 6’ 0”
                   Height: 9’ 0”                                         Height: 9’ 0”
                   Height Extension: 32” x 6’ x 12’
                   Cab Door Opening is 4’ x 9’

         The freight elevators are located on A Level and are accessible from the loading dock entrance
         doors. Verify all sizes prior to making arrangements for moving.

Construction - General Rules

1.       On multi-tenant floors, a demising partition must separate lease spaces. If the adjoining space is
         vacant, the second side of the demising partition must be taped and floated. Any vacant space
         shall remain unaltered. If a demised wall is required, it shall be engineered to ensure return air
         openings are adequate.

2.       If the Tenant desires wall covering at exterior columns, it is advised that a reveal be placed
         between the window mullions and the sheetrock. This procedure should help keep condensate
         from bleeding onto the fabric.

CRR (Rev’d 3-26-08 py)                          Page 4 of 11
3.       Should the remodel of a lease space affect the public corridor, it is the Tenant’s responsibility to
         duplicate the finish in the hallways so that the new construction is not visible.

4.       The floor and ceiling are out of level in various locations in the Building. Inasmuch as the
         Tenant’s lease space is being provided in its existing condition and on an “as is” basis, it is
         recommended that the Tenant review the lease space prior to design, because the Landlord is not
         responsible for any cost to alter such conditions.

5.       It is recommended that the General Contractor/Tenant review the condition of all finishes that
         will not be affected by the remodeling of its lease space (i.e. exterior window mullions, doors,
         frames, head track, slot diffusers, etc.) because the improvements in place are being provided in
         their existing condition, on an “as is” basis.

6.       All new Tenant construction plans must address ADA (Americans with Disabilities Act) and
         TDLR (Texas Department of Licensing and Regulations) requirements. All plans must be
         submitted to the State of Texas for approval. State inspections resulting in required modifications
         to the Tenant’s Lease shall be made by the Tenant.

7.       Sidewalks, doorways, vestibules, halls, stairways, freight elevator lobbies and other similar areas
         shall not be used for the disposal of trash, be obstructed by the construction process or be used for
         any purpose other than entering or leaving the Leased Premises and for going from one part of the
         Project to another.

8.       No sweepings, rubbish, rags or other unsuitable materials shall be disposed into plumbing fixtures
         or appliances. Damage resulting to any fixtures from misuse by Tenant shall be the liability of

9.       Movement of furniture or office equipment in or out of the Project of the dispatch or receipt of
         any bulky material, merchandise or other material which requires the use of the elevators or the
         stairways or movement through the Project entrances or lobby will be restricted to such hours as
         Landlord shall reasonably designate. All such movement will be under the supervision of the
         Management Office and in the manner agreed to between Contractor or Tenant and Landlord,
         through Hines, by pre-arrangement. Such pre-arrangement, initiated by Contractor or Tenant, is
         subject to the Management Office’s control as to the time, method, routing of the movement and
         limitations for safety or other concerns which may prohibit any article, equipment or other item(s)
         from being brought into the Project. Contractor or Tenant is to assume all risks for damage to
         articles moved or injury to persons engaged or not engaged in such movement and for any
         damage to Landlord’s equipment or property or injury to Landlord’s or Management Office
         personnel as a result of any act in connection with fulfilling this service for Tenant. Landlord
         shall not be liable for any acts of any person(s) engaged in, or any damage or loss to any of said
         property of person(s) resulting from, any act in connection with such service performed for
         Tenant unless the damage or injury is caused by gross negligence or willful misconduct of

10.      Landlord reserves the right to prescribe the weight and positioning of safes, files, filing systems
         and other heavy equipment and written approval must be obtained from the Management Office,
         before work begins. All damage done to the Project by the movement of property of Tenant, or
         done by Tenant’s property while in the Project, shall be repaired at Tenant’s expense.

11.      All materials used must meet City, State and Federal building codes and must not contain
         asbestos or Polychlorinated Biphenyls (PCBs).

CRR (Rev’d 3-26-08 py)                          Page 5 of 11
12.      Lien waivers from all contractors shall be furnished to Landlord, c/o Hines, within thirty (30)
         days after completion of tenant construction.

13.      All work resulting in offensive odors such as the use of latex enamel paint, lacquer, glue used in
         tile installation, etc. must be performed after hours with adequate ventilation.

14.      All work requiring access to the ceiling on a floor below a lease space being remodeled must be
         scheduled through the Management Office.

15.      All heavy trash removal and noise related work i.e., lying tack strip, screw guns, drilling or
         cutting of the concrete slab shall be performed after hours.

16.      Demolition may be performed during normal business hours as long as there is no inconvenience
         for the surrounding tenants. In the event that a tenant is inconvenienced, all demolition will be
         stopped and completed on an after-hours basis.

17.      Only Building Standard Sargent locksets keyed to Landlord’s restricted keyway may be used
         throughout lease space.

18.      Restroom facilities are not to be used for the cleaning of tools or paint materials. Contractors
         shall use only those facilities specified by the Management Office.

19.      There is a No Smoking Policy in the Building.            Contact the Management Office for the
         designated smoking areas.

20.      All contractors shall confine use of the premises to the designated construction site as not to
         disrupt other tenants.

21.      At no time will abusive language or actions or loud radios be tolerated.

22.      All freight elevator lobbies are to be protected during construction. (i.e., floor tile will be covered
         with cardboard or appropriate material, walls are to remain free of graffiti.) Any damage
         occurring during construction will be repaired to Landlord’s specifications by General Contractor
         at no cost to Landlord.

23.      The General Contractor shall carefully protect all walls, carpet, ceiling tiles, floors, furniture, and
         fixtures in common, and other tenant areas and repair or replace any damaged property without
         cost to Landlord.

24.      The General Contractor shall furnish their own telephone lines. At no time shall any construction
         employee use any telephone system other than the above mentioned.

Electrical Work:

1.       All additional circuits added to existing or new electrical panels must be properly labeled or
         marked indicating the equipment serviced by each circuit.

2.       All electrical panels, junction boxes and pull boxes, which are opened or removed for additional
         circuits or terminations, shall be covered, closed or covers replaced, with no exceptions.

CRR (Rev’d 3-26-08 py)                           Page 6 of 11
3.       During construction, provisions are to be made so that all lights can be, and are, turned off each

4.       Upon completion of work, all light fixtures in the work area are to be working properly and fully
         functional and clean, this includes replacement of tubes and ballast as required.

5.       All new building equipment shall be Building Standard or approved by Landlord, through Hines.

6.       All floor penetrations shall be caulked with an approved fire-rated material that matches
         specifications of original floor composition.

7.       In remodeling of lease spaces involving ten thousand (10,000) square feet or more, all unused
         communication wiring electrical wiring, conduit, electrical panels, boxes, transformers, as well as
         telephone cabling is to be removed.

8.       All additional transformers or electrical panels shall be metered as per the Lease-allowance and
         based on the designed calculated watts per square foot.

9.       The entire electrical service for any tenant shall originate on the floor of occupancy. Additional
         electrical panels, transformers, meters, shall be placed in the leased space if code working
         clearance will not allow placement in core electrical room. No electrical equipment is to be
         installed in the other core rooms (i.e., maid’s closets, North, and South mechanical rooms.)

Mechanical & Plumbing Work:

1.       The mechanical contractor will be responsible for securing and temporarily relocating HVAC
         thermostats and remounting the thermostats on the wall as indicated on the mechanical plans. If a
         replacement thermostat is needed, Hines can provide one at a cost to the General
         Contractor/Tenant of One Hundred and No/100 ($100.00) Dollars per thermostat.

2.       All duct tap cutouts not used on main ducts shall be covered with a duct plate and insulation that
         will be secured to the main duct.

3.       All new flex ducts shall be externally insulated.

4.       The mechanical contractor shall verify airflow delivery against the mechanical plan as per NEBB
         (the National Environmental Balancing Bureau) and TCEQ (the Texas Commission on
         Environmental Quality) procedures. The General Contractor shall submit the air balance report to
         the Management Office along with a copy of the General Contractor’s certification.

5.       Upon completion of the mechanical work, the Building Engineers will verify that the HVAC
         system functions correctly. Problems found during this inspection will be noted on the
         contractor’s Punch List.

6.       All new equipment shall be Building Standard or approved by Landlord. All thermostats are to
         be at building standard height.

7.       All floor penetrations shall be caulked, cemented or filled with materials that are fire rated and
         match specifications of original floor composition.

CRR (Rev’d 3-26-08 py)                          Page 7 of 11
8.       In remodels of lease space involving ten thousand (10,000) square feet or more, all unused
         ductwork, fan coil units and associated pneumatic lines and piping, VAV (variable air volume)
         devices, and/or plumbing lines that are not to be reused, are to be removed from the lease area.

9.       All new plumbing should be installed in such a way that it may be cut off and repaired without
         affecting other lease spaces.

10.      Auxiliary condensate overflow lines must terminate within the Leased Premises.

11.      The Building Engineering Manager shall approve all lines running through the mechanical room.
         All lines shall be hung with approved hangers, all lines run along the floor shall be supported by
         Unistrut and properly fastened.

12.      All piping insulation shall be fiberglass and workmanship shall match that of the existing building

13.      All hot taps into the base building mechanical risers (chilled and reheat hot water) shall include
         carbon steel type ball valves. Brass and or bronze type valves are not acceptable.

14.      Supplementary air conditioning systems shall be chilled water type. Air-cooled units are not
         approved for installation. Each fan coil unit shall be designed with a minimum temperature
         spread of eighteen degrees (18). The fan coil unit’s chilled water entering temperature shall be
         designed for forty-four degrees (44).

15.      Each fan coil unit shall contain the following auxiliary equipment: two-way normally closed
         control valve, Pete’s plugs (pressure and temperature test plugs from Peterson Equipment
         Company, Inc., McKinney, Texas), balancing ball valves, air vent, condensate drain, and
         auxiliary drain pan.

         The control system for each fan coil unit shall be designed so that 24-hour air conditioning, if not
         required, will shut down and the chilled water flow will shut the unit off.

         Each fan coil unit or riser supplying the unit(s) shall contain a Btu meter equipped with a remote
         readout. In addition, all fan coil units shall be electrically metered. Metered charges will be
         billed back to the Tenant on a monthly basis. The location of all meters shall be field located by
         the Engineering Manager.

         All fan coil unit piping insulation shall be one inch (1”) thick, and hot water piping, if equipped,
         shall be one-half inch (½”) thick, three-pound (3 lb.) density, glass fiber pipe insulation
         manufactured by Owens Corning, Armstrong, or Landlord approved equal.

16.      At the end of the Project, the Building Engineers will inspect the entire Lease area and base
         building areas. If needed, the engineers will develop a Punch List of items. A reasonable amount
         of time will be given to the General Contractor before Landlord, through Hines, will proceed with
         correcting the items on the list. All items corrected by Hines will be billed backed to the Tenant
         to recover cost.

CRR (Rev’d 3-26-08 py)                          Page 8 of 11
Indoor Air Quality Ventilation Guidelines:

1.       Before demolition, trash removal, or modification to the Lease begins, window exhaust fan
         templates must be installed to assist in controlling air borne contaminates. One template fan is
         required per every five thousand (5,000) square feet of construction.

2.       These fans are the property of the Landlord and will be installed by a glass company approved by
         Landlord. This cost will be borne by the General Contractor or Tenant. Landlord currently
         recommends using Bosshamer Glass Co., Inc. (Phone: 713-937-3917.)

3.       General Contractor shall ensure the operation of the fans during any scheduled work time.

4.       The Building Engineers will set up the base building HVAC systems to function properly with
         the window templates.

5.       Material Safety Data Sheets must be obtained by the General Contractor for all materials used in
         the build-outs and maintained onsite through the completion of the Project. This must include,
         but is not limited to, carpet, carpet adhesive, wall vinyl, vinyl adhesive, glue, paints, stains and

6.       Application of products that are hazardous, harmful or result in offensive odors must be
         coordinated with the Management Office. These applications are to be performed after hours. In
         addition, the need to provide after hour exhaust and outside air to assist in dissipating such odors
         will be evaluated. Contractor will not violate applicable statutes, rules, and regulations covering
         the use, storage, transportation, and disposal of such products.

7.       The General Contractor will notify the Management Office prior to air balancing to ensure all
         base building HVAC equipment is returned to normal operating conditions.

8.       Indoor air testing is recommended to provide data for evaluating pollutant-emitting source
         materials and to establish a base of pollutant emissions before furnishings or occupancy by the
         Tenant. Air testing is recommended for every seven thousand (7,000) to ten thousand (10,000)
         square feet, and must be in accordance with ASHRAE (American Society of Heating,
         Refrigerating, and Air-Conditioning) Standards & Guidelines.


1.       Hines is committed to maintaining a safe and healthy building environment for its employees,
         tenants, contracted service workers, other contractors (e.g., contractors, subcontractors, and
         consultants) and the public.

2.       Landlord has determined that certain building materials used in the construction of the Building
         and some tenant leases contain asbestos. The materials identified are vinyl floor tile, mastic, and
         thermal insulation joint mastic.

CRR (Rev’d 3-26-08 py)                          Page 9 of 11
3.       This building was constructed during an era when asbestos was commonly used in some building
         materials. Inspections and testing of materials in this property have proven that all asbestos
         containing materials (ACM) are a non-friable type. All parties should assume any work could
         potentially involve disturbance of ACM unless they have specific knowledge to the contrary.

4.       Before any demolition, construction, or renovation, the Landlord will perform a homogenous
         survey of the construction area. Based on the survey results, all identified ACM materials will be
         removed. In most cases, this information is required to obtain permits from the City of Houston.
         Please contact the Management Office to obtain this information.

         It should be stressed that the mere presence of ACM does not constitute an exposure risk to the
         building workers or occupants. ACM presents an exposure risk only when the materials are
         disturbed and/or asbestos fibers become airborne. Such releases do not normally occur, but can
         occur when non-friable ACM is improperly handled and rendered friable (i.e., by cutting, drilling
         or sanding the material).

Asbestos and New Construction:

1.       At this time, the use of asbestos in certain forms has not been banned in the U.S. and asbestos can
         still be found in new construction materials and products. For this reason, all new construction
         materials and products to be used in the Building must be certified as asbestos free.

2.       The Architect for the construction project must provide a written certification on the drawings
         specifying all materials and products used on the Project shall be asbestos free.

Clean Up:

         The General Contractor shall keep the construction site free of accumulation of debris and
         rubbish. Trash must be removed via the freight elevators after normal working hours in vehicles
         or containers provided by the General Contractor. Any dust or dirt outside the construction site is
         to be cleaned on a daily basis. The General Contractor should provide subcontractors with floor
         mats to prevent dust and dirt tracking into public corridors and elevators. Final clean up is the
         responsibility of the General Contractor including vacuuming (with contractor’s equipment) after
         new carpet installation.

                                               [End of Page]

CRR (Rev’d 3-26-08 py)                         Page 10 of 11
Final Inspection

At or near the end of the Project, General Contractor will schedule a walk-through with the Building
Engineering Manager and the Construction Manager. Non-compliance with these Construction Rules and
Regulations may result in barring the responsible parties from future activities in the Building.
Additionally, if construction is not performed in a manner that is equal to or greater than what is
considered standard in a first class building in the downtown Houston Central Business District, then
repairs and changes will be performed by Landlord, through Hines. at the Tenant’s expense (cost plus
fifteen percent [15%]).

These Construction Rules and Regulations are subject to change, by Landlord/Owner, through
Hines, without notice.

ACCEPTED BY:                                                                DATE:

ACCEPTED BY:                                                                DATE:

ACCEPTED BY:                                                                DATE:

ACCEPTED BY:                                                                DATE:
                         (General Contractor)

ACCEPTED BY:                                                                DATE:

CRR (Rev’d 3-26-08 py)                          Page 11 of 11

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