1-RLP (SAM.gov).pdf

GSA FORM R103 (03/16)

REQUEST FOR

LEASE

PROPOSALS NO.

DACA65-5-21-

(Charlottesville, Virginia)

Offers due by 06 July 2021

In order to be considered for award, offers conforming to the requirements of the RLP shall be received no later than 2:00 pm, Eastern Standard Time (EST) on the date above. See “Receipt of Lease Proposals” herein for additional information.

This Request For Lease Proposals (RLP) package will terminate if funding does not become available by the due date of this notice.

This Request for Lease Proposals ("RLP") sets forth instructions and requirements for proposals for a Lease described in the RLP documents. Proposals conforming to the RLP requirements will be evaluated in accordance with the Basis of Award set forth herein to select an Offeror for award. The Government will award the Lease to the selected Offeror, subject to the conditions herein.

The information collection requirements contained in this Solicitation/Contract, that are not required by the regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163.

RLP

TABLE OF CONTENTS

RLP

SECTION 1 STATEMENT OF REQUIREMENTS

1.01 GENERAL INFORMATION (SEP 2015)

1.02 AMOUNT AND TYPE OF SPACE AND LEASE TERM (SIMPLIFIED) (SEP 2013)

1.03 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (OCT 2003)

1.04 SYSTEM OF AWARD MANAGEMENT (SAM) REGISTRATION (MAY 2012)…………………………………………………..2

SECTION 2 SOLICITATION PROVISIONS

2.01 PARTIES TO EXECUTE LEASE (APR 2015)

2.02 STANDARD CONDITIONS

SECTION 3 ELIGIBILITY AND PREFERENCES FOR AWARD

3.01 BASIS OF AWARD (SEP 2015)

3.02 FEDERAL, STATE AND LOCAL CONSTRUCTION CODES

SECTION 4 HOW TO OFFER

4.01 RECEIPT OF LEASE PROPOSALS (SEP 2015)ST

4.02 PROPOSAL CONTENTS FOR LEASES (SEP 2015)

PAGE 1 GSA FORM R103 (03/16)

SECTION 1 - STATEMENT OF REQUIREMENTS

1.01 GENERAL INFORMATION (SEP 2015)

A. This Request for Lease Proposals (RLP) sets forth instructions and requirements for proposals for a Lease described in the RLP documents. The Government will evaluate proposals conforming to the RLP requirements in accordance with the Basis of Award set forth below to select an Offeror for award. The Government will award the Lease to the selected Offeror, subject to the conditions below.

B. Included in the RLP documents are the Space Requirements for Warehouse Space (Exhibit A), Delineated Area for proposed selection (Exhibit B), Proposed Floor Plan to be provided by the Offeror (Exhibit C), Proposed Site-Parking Plan to be provided by the Offeror (Exhibit D), Lease including GSA General Clauses 3517B REV (08/20) (Exhibit E), Offer Form (Exhibit F), Representations and Certifications (Exhibit G), and Certificate of Authorization (Exhibit H).

C. The Offeror's executed Offer Form (Exhibit F) shall constitute a firm offer. No Lease shall be formed until the Real Estate Contracting Officer (RECO) executes the Lease and delivers a signed copy to the Offeror.

1.02 LOCATION, AMOUNT, TYPE OF SPACE, AND LEASE TERM (SIMPLIFIED) (SEP 2013)

A. The Space shall be in Charlottesville, Virginia along VA State Route 29. The offered building will not be sited more than ¼ mile off VA State Route 29 in either direction, and be between the intersection of VA State Route 29 and Hydraulic to the South, and the intersection of VA State Route 29 and VA State Route 33 to the North, for the accomplishment of the mission (reference Exhibit B). Space requirements are noted in the chart below with a basic diagram for Warehouse space shown in Exhibit A.

CITY, STATE CHARLOTTESVILLE, VA

DELINEATED AREA SEE EXHIBIT “B”

SPACE TYPE(S) WAREHOUSE

MINIMUM SQ. FT. 24,000

MAXIMUM SQ. FT. 25,000

RESERVED PARKING SPACES

FOR GOVERNMENT VEHICLES

(OVERNIGHT)

PRIVATE VEHICLES PARKING

AVAILABLE

TOTAL OF 4 SPACES REQUIRED

INITIAL FULL TERM 5 YEARS

GOVERNMENT TERMINATION

RIGHTS

30/ 60/ 90/ 120 DAY NOTICE

(30 DAYS PREFERRED)

INITIAL FIRM TERM 1 YEAR

OPTION TERM FOUR 1-YEAR LEASE OPTIONS

B. The above factors are minimal requirements to be considered and will be included in the lease;

however, Offeror must complete and submit all documents listed on Page 5, Section 4.02 – PROPOSAL CONTENTS FOR LEASES (SEP 2015). The Government reserves the right to make awards based on the criteria within the RLP.

PAGE 2 GSA FORM R103 (03/16)

C. Desired execution lease date is _July 15, 2021 with an approximate beneficial occupancy date of July 31, 2021 (post tenant improvements).

D. Offeror must submit completed package to the responsible Realty Specialist within the specified date and time. Number of days are calculated to include Saturdays, Sundays, and legal holidays.

E. Offeror must accept the Lease including GSA General Clauses 3517B REV (08/20) (Exhibit E) and Offeror Form (Exhibit F) in their entirety to be considered.

1.03 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (OCT 2003)

An Offeror may obtain a DUNS number via the Internet at HTTP://FEDGOV.DNB.COM/WEBFORM or if the Offeror does not have internet access, you may contact Dun and Bradstreet at 1-866-705-5711 if located within the United States. If located outside the United States, you may contact the local Dun and Bradstreet office. The Offeror should indicate that it is an Offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

1.04 SYSTEM FOR AWARD MANAGEMENT (SAM) REGISTRATION (MAY 2012)

The System for Award Management (SAM) Registration is a centrally located, searchable database which assists in the development, maintenance, and provision of sources for future procurements. The Offeror must be registered in the SAM prior to lease award. The Offeror shall register via the internet at HTTPS://WWW.SAM.GOV. To remain active, the Offeror/lessor is required to update or renew its registration annually.

SECTION 2 - SOLICITATION PROVISIONS

2.01 PARTIES TO EXECUTE LEASE (APR 2015)

A. If the Lessor is an individual, that individual shall sign the lease. A lease with an individual doing business as a firm shall be signed by that individual, and the signature shall be followed by the individual's typed, stamped, or printed name and the words, “an individual doing business as _____________________________________________________ [insert name of firm].”

B. If the Lessor is a partnership, the lease must be signed in the partnership name, followed by the name of the legally authorized partner signing the same, and a copy of either the partnership agreement or current Certificate of Limited Partnership shall accompany the lease.

C. If the Lessor is a corporation, the lease must be signed in the corporate name, followed by the signature and title of the officer or other person signing the lease on its behalf, duly attested, and, if requested by the Government, evidence of this authority to so act shall be furnished.

D. If the Lessor is a joint venture, the lease must be signed by each participant in the joint venture in the manner prescribed in paragraphs (a) through (c) of this provision for each type of participant. When a corporation is participating in the joint venture, the corporation shall provide evidence that the corporation is authorized to participate in the joint venture.

E. If the lease is executed by an attorney, agent, or trustee on behalf of the Lessor, an authenticated copy of the power of attorney, or other evidence to act on behalf of the Lessor, must accompany the lease.

PAGE 3 GSA FORM R103 (03/16)

2.02 STANDARD CONDITIONS

A. Award of this lease contract and all agreements related to the obligation of the Government to make payments pursuant to the award of this Lease contemplated in this RLP are subject to U.S. law and the availability of appropriations. Award of any lease contract under this RLP is contingent upon the availability of appropriated funds from which payments for contract purposes can be made. No legal liability on the part of the Government under this RLP or for any payment may arise until funds are made available to the Real Estate Contracting Officer for a lease contract and until the Offeror receives notice of such availability, to be confirmed in writing by the Real Estate Contracting Officer.

B. In the event sufficient funds are not made available, the Government may not make an award under this RLP. Government reserves the right to cancel this solicitation without award.

SECTION 3 ELIGIBILITY AND PREFERENCES FOR AWARD

3.01 BASIS OF AWARD (SEP 2015)

A. Best Value Tradeoff Approach. The Lease will be awarded to the responsible Offeror whose offer is deemed by the RECO to be most advantageous to the Government.

1. The combination of factors is approximately equal in importance to price.

2. Proposed space will be determined by factors including costs, timing, and those award factors stated in Section 1.02 A. – LOCATION, AMOUNT, TYPE OF SPACE, AND LEASE TERM

(SIMPLIFIED) (SEP 2013).

3. A Full-Service Lease (i.e., Flat Rent) which includes maintenance, insurance, taxes, etc. is preferred.

4. Thirty-day (30) Termination Right is preferred.

B. Offeror must meet all requirements to be eligible for site evaluation visit with the designated Realty Specialist and Service(s). Potential sites will not be considered near “Non-Compatible Businesses.” “Non- Compatible Businesses” include, but are not limited to: adult entertainment shops (i.e. book stores, video stores, or theatres), night clubs/bars, methadone clinics, drug rehabilitation centers, marijuana/hemp dispensaries, medical marijuana dispensaries, gun shops, liquor stores, etc.

C. Price evaluation will be based on the lowest price per square foot, according to the ANSI/BOMA Z65.1- 1996 definition for office area, which means “the area where a tenant normally houses personnel and/or furniture, for which a measurement is to be computed.”

D. If an offer contains terms taking exception to or modifying any Lease provision, the Government will not be under any obligation to award a Lease in response to that offer.

3.02 FEDERAL, STATE AND LOCAL CONSTRUCTION STANDARD/BUILDING CODES

The facility must comply with all Federal, State and local construction standards, building codes and all other applicable laws. Any variance from these guidelines must have prior approval by the

PAGE 4 GSA FORM R103 (03/16)

authority having jurisdiction. Where conflicts between standards arise, any build-out must comply with the stringent requirements. Additional requirements for the build-out space are referenced in Exhibit A.

SECTION 4 HOW TO OFFER

4.01 RECEIPT OF LEASE PROPOSALS (SEP 2015)

A. Offeror is authorized to transmit its lease proposal as an attachment to an email. Offeror's email shall include the name, address and telephone number of the Offeror, and identify the name and title of the individual signing on behalf of the Offeror. Offeror's signed Lease proposal must be saved in a generally accessible format (such as portable document format (pdf)), which displays a visible image of all original document signatures and must be transmitted as an attachment to the email. Only emails transmitted to, and received at, the designated Realty Specialist’s email address identified in the RLP will be accepted.

Offeror submitting a Lease proposal by email shall retain in its possession, and make available upon request, its original signed proposal. Offeror choosing not to submit its proposal via email may still submit its lease proposal, by United States mail, or other express delivery service of Offeror's choosing.

B. In order to be considered for award, offers conforming to the requirements of the RLP shall be received no later than 2:00 pm, Eastern Standard Time (EST) on the following date at the following designated office and address, or email address:

Date: July 06, 2021

Office: USACE, Norfolk District, Real Estate Office Attn: Heidi M. Smith

Address: 803 Front Street, Norfolk, Virginia 23510-1011

Email: heidi.m.smith@usace.army.mil

C. Offers sent by United States mail or hand delivered (including delivery by commercial carrier) shall be deemed late if delivered to the address of the office designated for receipt of offers after the date and time established for receipt of offers.

D. Offers transmitted through email shall be deemed late if received at the designated email address after the date and time established for receipt of offers unless it was received at the initial point of entry to the Government infrastructure not later than 2:00 p.m. one Working Day prior to the date specified for receipt of proposals.

E. Offers may be also deemed timely if there is acceptable evidence to establish that it was received at the Government installation designated for receipt of proposals and was under the Government’s control prior to the time set for receipt of proposals; or if it was the only proposal received.

F. There will be no public opening of offers, and all offers will be confidential until the Lease has been awarded. However, the Government may release proposals outside the Government such as to support contractors to assist in the evaluation of offers. Such Government contractors shall be required to protect the data from unauthorized disclosure.

PAGE 5 GSA FORM R103 (03/16)

4.02 PROPOSAL CONTENTS FOR LEASES (SEP 2015)

The proposal shall consist of the following documents:

DOCUMENT NAME OR DESCRIPTION

Contractor’s Bid/Timeline for Buildout (Exhibit A) Auto CAD or scaled floor plans delineating Premises proposed by the Offeror (Exhibit C) Site Plan / Parking Area proposed by Offeror (Exhibit D) Lease including GSA General Clauses 3517B REV (08/20) (Exhibit E) Offer Form, completed and signed by Offeror (Exhibit F) Representatives and Certifications, completed (Exhibit G) Certificate of Authorization, completed (Exhibit H) Evidence of ownership or control of Building or site (copy of deed) Evidence of Registration in the System for Award Management (SAM). (This registration service is free of charge.)

Exhibit A

Requirements for Space

Electrical infrastructure to support Alarm equipment and monitoring.

Ceiling Height and space to support different Shelving configuration requirements.

2 offices each with phone / internet infrastructure.

1 roll-up bay door leading out of the warehouse to a dock level shipping and receiving point for truck deliveries.

480v Forklift Charging Station.

Climate controlled HVAC within the space.

Services: Electrical, Cold & Hot Potable Water; Sewer; HVAC; Parking Lot and Restroom Repair and

Maintenance; Garbage Bin Availability and Disposal; Pest Control; and routine/preventative/emergency maintenance service for all services as required.

Offeror to provide Contractor’s bid and timeline for buildout if construction would be required to meet any of the above space requirements.

Sample Space Layout

Exhibit B

Delineated Area

The Government will consider offers for industrial/flex warehouse space located along VA State Route 29, up to ¼ mile off of VA State Route 29 both East and West, with a Southern boundary at the intersection of VA State Route 29 and Hydraulic Intersection, and a Northern boundary at the intersection of VA State Route 29 and VA State Route

33. Refence map below.

Exhibit C

Proposed Floor Plan

Exhibit D

Proposed Site/Parking Plan(s)

Lease No. DACA65-5-21-0015

FACILITY LEASE

For

PRIVATELY OWNED

PROPERTY

LEASE

BETWEEN

AND

THE UNITED STATES OF AMERICA

1. This LEASE, made and entered into this day of in the year of 20 , under the independent statutory authority of United States Code, Title 10, Section 2661, by:

address:

and whose interest in the property is that of the owner, hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter called the Lessee.

In consideration for RENT the parties promise and agree as follows:

2. PROPERTY: The Lessor leases to the Lessee the following described property:

as shown in Exhibit “A”, attached and made a part of this agreement, to be used for the Lessee's purposes.

3. LEASE TERM: The Lessee shall have the right to have and hold the said premises, or any portion thereof, for the period beginning through . The Lessee shall have the right to renew this lease from year to year or for a lesser period of time, under the same terms, conditions, and consideration provided herein. The Lessee shall provide written notice to the Lessor of the Lessee’s intent to renew this lease prior to the expiration date of the current term, provided further, that the renewal of this lease is subject to adequate appropriations being made available from year to year for the payment of rentals. If the Lessee does not provide written notice to the Lessor of the Lessee’s intent to renew this lease prior to the expiration date of the current lease term, this lease will expire, with no further notice being required from the Lessee, at the end of the current lease term.

4. RENTAL: The Lessee shall pay the Owner rent at the following rate:

per at the of the month. Payment shall be made by the day of the following month. Rent for a lesser period shall be prorated.

5. OWNERSHIP: The Lessor warrants that he is the rightful and legal owner of the property and has the legal right to enter into this lease. If the title of the Lessor shall fail, or it be discovered that the Lessor did not have authority to lease to the property, the lease shall terminate. The Lessor, the Lessor’s heirs, executors, administrators, successors, or assigns agree to indemnify the Lessee by reason of such failure and to refund all rentals paid.

6. EXCLUSIVE USE: The Lessor shall not interfere with or restrict the Lessee, or its representatives in the use and enjoyment of the leased property, nor shall the Lessor erect any fence, wall, partition or any construction upon the leased, property except as otherwise agreed to in writing by the Lessee.

7. TERMINATION:

a. The Lessee may terminate this lease at any time in whole or in part, by giving days’ notice in writing to the Lessor and no rental shall be due for payment after the effective date of termination. Said notice shall be the day after the date of mailing, or hand delivery. The monthly rental shall be adjusted in proportion with the reduction of space on a Partial Termination and shall be calculated based upon a pro rata unit of measure for the remaining lease area premises.

b. Termination in whole or in part shall be effective upon written notice, however, the parties may enter into a supplemental agreement to resolve certain issues arising from the tenancy and its termination, in whole or in part.

c. The Lessor has no termination rights.

8. SERVICES AND UTILITIES: The Lessor shall furnish to the Lessee, as part of the rental consideration, the following:

a. GENERAL: Lessor agrees to provide ingress, egress, hot and cold potable water, sewer, electricity, heating, cooling, trash/garbage removal, janitorial services and other services as further described below.

b. COMMON AREA MAINTENANCE: Lessor agrees to provide common area maintenance, which includes, but is not limited to, the maintenance of the parking lot, landscaping, snow removal, and maintenance of other common areas and fixtures.

c. HVAC SYSTEM: Lessor agrees to maintain and repair heating, ventilation, and air condition (HVAC) system, which includes the replacement of filters a minimum of every three (3) months. The system shall be capable of maintaining a minimum temperature of 20º C during the heating season and a maximum temperature of 26º C during the cooling season. HVAC must be appropriately balanced to ensure minimum deviation of temperature throughout the leased property regardless of outside temperature during the hours of operation specified in the lease.

d. LIGHTS: Lessor agrees to provide and replace light bulbs and/or fluorescent tubes, starters, and ballasts as required.

e. JANITORIAL/REST ROOM FIXTURES: Lessor agrees to provide satisfactory janitorial services, including supplies and equipment as shown in Exhibit “B,” attached and made a part of this agreement.

f. PEST CONTROL: It is understood and agreed that the Lessor will be responsible to provide pest control measures and pesticides, which conform to the Lessor’s regulations, to keep the property free from pests and in a tenantable condition. It is intended that the lessee will maintain the leased property in a clean and sanitary condition in conformance with normal standards of good housekeeping, and that the Lessor will provide and maintain the leased property in pest-free condition.

9. ALTERATIONS/RESTORATION/RELEASE OF LIABILITY: The Lessee shall have the right, during the existence of this lease, to make alterations, attach fixtures, and erect additions, structures, or signs, in or upon the property hereby leased, which fixtures, additions, or structures, so placed in, upon or attached to the said property shall be and remain the property of the Lessee and may be removed or left in place at the option of the Lessee. The Lessee shall surrender possession of the property upon the expiration or termination of this lease.

The Lessor hereby releases and forever discharges the Lessee, its officers, employees and/or contractors from any and all liability, claims or demands for site restoration of the leased premises.

10. DAMAGES: The LESSEE shall not be responsible for combat or war related damages to the lease property.

The LESSEE shall be liable only for damage resulting from negligence or misconduct of Lessee personnel. The Lessee shall not be liable for any loss, destruction or damages to the premises beyond the control and without the fault of negligence of the Lessee, including but not restricted to acts of nature, fire, lightning, floods or severe weather. The parties agree that any settlement of damages by the Lessee, if any, shall be done at termination of the lease.

11. PROVIDING AND PAYMENT OF ALTERATIONS: It is understood and agreed that the Lessor will provide alterations to the property as per the attached Exhibit(s) “ ”. For and in consideration of the subject alterations, the Lessee will make a one-time lump sum payment upon satisfactory completion and acceptance of the alterations by the Lessee, in the amount of . Ownership of said alterations will remain the property of the Lessee.

12. OCCUPANCY/DELAY: Occupancy will occur after satisfactory completion of alterations. In the event of delay, the effective and termination dates of the lease shall be changed by supplemental agreement. No rent shall accrue until alterations as described herein are completed to the Lessee’s satisfaction. Such satisfaction shall not be unreasonably withheld.

13. PROPERTY INVENTORY: As of the commencement date of this lease, a joint inventory and condition report of all personal property of the Lessor included in this lease, and also a joint physical survey and inspection report of the demised property shall be made, said reports to reflect the then present condition, and to be signed on behalf of the parties hereto.

14. EQUIPMENT AND UTILITIES: The Lessor warrants the mechanical equipment and utilities to be in good serviceable and operating condition. In particular, the Lessor warrants that the heating system of the leased property is adequate and sufficient to maintain a 20 degree Celsius temperature. If the heating, domestic hot water, electric, water, or gas systems prove to be inadequate, the Lessor agrees to correct the deficiencies at his expense. Furthermore, the Lessor warrants the mechanical equipment, utilities, and their respective systems comply with present safety norms. Should these norms be changed or modified, the Lessor will, at his expense, do whatever is necessary to comply with the new norms.

15. MAINTENANCE AND REPAIRS:

a. The Lessor shall, at all times, maintain the leased property in good repair and tenantable condition. In the event the Lessor shall be absent or otherwise unavailable, he shall provide the LESSEE the name, address, and telephone number of a designated representative who will assume full responsibility for maintenance and repairs.

b. The Lessor shall be responsible to perform all maintenance and repairs, which shall be performed in a timely manner. Scheduling of all maintenance and repairs shall be coordinated with the designated occupant representative of the LESSEE.

c. The LESSEE occupant representative will notify the Lessor of any emergency and request the Lessor to perform the necessary work. All emergency maintenance and repairs performed by the Lessor will be completed within 48 hours from the time of notification. Emergency maintenance and repairs include but are not limited to:

(1) failure of heating system to maintain specified temperature

(2) failure of hot water system

(3) inadequate or no water pressure

(4) leaking water pipes

(5) blocked or leaking drains

(6) electrical failure

(7) sewerage system malfunction

d. In the event the Lessor shall fail to perform emergency maintenance and repairs within 48 hours or to perform non-emergency maintenance and repairs within 5 days from the date notice is given by the Lessee, the

Lessee may immediately perform or have performed such maintenance and repairs and deduct all costs thereof from the rental and other charges due or to become due under the terms of this lease.

16. TAXES: The Lessor accepts full and sole responsibility for the payment of all taxes and other charges of a public nature which may arise in connection with this lease or which may be assessed against the property.

This includes registration of the lease and payment of related charges.

17. NOTICE: Any notice under the terms of this lease shall be in writing signed by a duly authorized representative of the party giving such notice, and if given by the Lessee shall be addressed to the Lessor at:

or by hand delivery to:

and if given by the Lessor shall be addressed to the Lessee at:

U.S. Army Corps of Engineers, Norfolk District Attn: Real Estate Contracting Officer 803 Front Street Norfolk, Virginia 23510-1011 or by hand delivery to:

U.S. Army Corps of Engineers, Norfolk District Attn: Real Estate Contracting Officer 803 Front Street Norfolk, Virginia 23510-1011

18. LESSOR’S SUCCESSORS: The terms and provisions of this lease and the conditions shall bind the Lessor, and the Lessor’s heirs, executors, administrators, successors, and assigns.

19. COVENANT AGAINST CONTINGENT FEES: The Lessor warrants that no person or selling agency has been employed or retained to solicit or secure this lease upon an agreement or understanding for a commission, percentage, brokerage, or a contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Lessor for the purpose of securing business. For breach or violation of this warranty the Lessee shall have the right to annul this lease without liability or in its discretion to deduct from the lease price or consideration the full amount of such commission, percentage, brokerage, or contingent fee.

20. OFFICIALS NOT TO BENEFIT: No Member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this lease or to any benefit that may arise therefrom, but this provision shall not be construed to extend to this lease if made with a corporation for its general benefit.

21. GRATUITIES:

a. The Lessee may, by written notice to the Lessor, terminate the right of the Lessor to proceed under this lease if it is found, after notice and hearing, by the Secretary of the Army or his duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Lessor, or any agent or representative of the Lessor, to any officer, or employee of the Lessee with a view toward securing a lease or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing, of such lease; provided, that the existence of facts upon which the Secretary of the Army or his duly authorized representative makes such findings shall be in issue and may be reviewed in any competent court.

b. In the event this lease is terminated as provided in paragraph (a) hereof, the Lessee shall be entitled (i) to pursue the same remedies against the Lessor as it could pursue in the event of a breach of the lease by the Lessor, and (ii) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Secretary of the Army or his duly authorized representative) which shall be not less than three nor more than ten times the costs incurred by the Lessor in providing any such gratuities to an such officer or employee.

c. The rights and remedies of the Lessee provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this lease.

22. EXAMINATION OF RECORDS: The Lessor agrees that any duly authorized representatives shall have the right until the expiration of three (3) years after final payment of the agreed rental, have access to and the right to examine any directly pertinent books, documents, papers and records of the Lessor involving transactions related to this lease.

23. MODIFICATION: No Change or modification of this lease shall be effective unless it is in writing and signed by both parties to this lease.

24. ADDITIONAL PROVISIONS: The following have been attached hereto and made a part hereof:

a. General Clauses, GSA Form 3517B (08/2020)

b. Floor Plan (Exhibit A)

c. Site Plan (Exhibit B)

d. Representations and Certifications, GSA Form 3518A (05/2013)

e. Certificate of Authorization

IN WITNESS WHEREOF, the parties have subscribed their names as of the date first above written.

Witnesses: LESSOR:

(PRINTED NAME/ADDRESS OF WITNESS) (NAME OF THE LESSOR)

THE UNITED STATES OF AMERICA:

Donna Carrier-Tal, Esq.

Chief, Real Estate Real Estate Contracting Officer

LESSOR: ________ GOVERNMENT: ________ GSA FORM 3517B

REV (08/20)

GENERAL CLAUSES

(Acquisition of Leasehold Interests in Real Property)

CATEGORY CLAUSE NO. 48 CFR REF. CLAUSE TITLE

GENERAL 1 SUBLETTING AND ASSIGNMENT

2 552.270-11 SUCCESSORS BOUND

3 552.270-23 SUBORDINATION, NON-DISTURBANCE AND

ATTORNMENT

4 552.270-24 STATEMENT OF LEASE

5 552.270-25 SUBSTITUTION OF TENANT AGENCY

6 552.270-26 NO WAIVER

7 INTEGRATED AGREEMENT

8 552.270-28 MUTUALITY OF OBLIGATION

PERFORMANCE 9 DELIVERY AND CONDITION

10 DEFAULT BY LESSOR

11 552.270-19 PROGRESSIVE OCCUPANCY

12 MAINTENANCE OF THE PROPERTY, RIGHT TO

INSPECT

13 FIRE AND CASUALTY DAMAGE

14 COMPLIANCE WITH APPLICABLE LAW

15 552.270-12 ALTERATIONS

16 ACCEPTANCE OF SPACE AND CERTIFICATE OF

OCCUPANCY

PAYMENT 17 552.270-33 SYSTEM FOR AWARD MANAGEMENT - LEASING

18 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE

19 552.270-31 PROMPT PAYMENT

20 52.232-23 ASSIGNMENT OF CLAIMS

21 PAYMENT

22 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER—

SYSTEM FOR AWARD MANAGEMENT

STANDARDS OF CONDUCT 23 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND

CONDUCT

24 552.270-32 COVENANT AGAINST CONTINGENT FEES

25 52-203-7 ANTI-KICKBACK PROCEDURES

26 52-223-6 DRUG-FREE WORKPLACE

27 52.203-14 DISPLAY OF HOTLINE POSTER(S)

ADJUSTMENTS 28 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY

29 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR

PRICING DATA

30 552.270-13 PROPOSALS FOR ADJUSTMENT

31 CHANGES

AUDITS 32 552.215-70 EXAMINATION OF RECORDS BY GSA

33 52.215-2 AUDIT AND RECORDS—NEGOTIATION

DISPUTES 34 52.233-1 DISPUTES

LABOR STANDARDS 35 52.222-26 EQUAL OPPORTUNITY

36 52.222-21 PROHIBITION OF SEGREGATED FACILITIES

37 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM

REREPRESENTATION

38 52.222-35 EQUAL OPPORTUNITY FOR VETERANS

39 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH

DISABILITIES

40 52.222-37 EMPLOYMENT REPORTS ON VETERANS

SUBCONTRACTING 41 52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT

42 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING

DATA

43 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS

44 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN

45 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN

46 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-

TIER SUBCONTRACT AWARDS

OTHER 47 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT

48 52.204-19 INCORPORATION BY REFERENCE OF

REPRESENTATIONS AND CERTIFICATIONS

The information collection requirements contained in this solicitation/contract that are not required by regulation have been approved by the Office of Management and Budget (OMB) pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163.

GENERAL CLAUSES

(Acquisition of Leasehold Interests in Real Property)

1. SUBLETTING AND ASSIGNMENT (JAN 2011)

The Government may sublet any part of the premises but shall not be relieved from any obligations under this lease by reason of any such subletting. The Government may at any time assign this lease, and be relieved from all obligations to Lessor under this lease excepting only unpaid rent and other liabilities, if any, that have accrued to the date of said assignment. Any subletting or assignment shall be subject to prior written consent of Lessor, which shall not be unreasonably withheld.

2. 552.270-11 SUCCESSORS BOUND (SEP 1999)

This lease shall bind, and inure to the benefit of, the parties and their respective heirs, executors, administrators, successors, and assigns.

3. 552.270-23 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT (SEP 1999)

(a) Lessor warrants that it holds such title to or other interest in the premises and other property as is necessary to the Government's access to the premises and full use and enjoyment thereof in accordance with the provisions of this lease. Government agrees, in consideration of the warranties and conditions set forth in this clause, that this lease is subject and subordinate to any and all recorded mortgages, deeds of trust and other liens now or hereafter existing or imposed upon the premises, and to any renewal, modification or extension thereof. It is the intention of the parties that this provision shall be self-operative and that no further instrument shall be required to effect the present or subsequent subordination of this lease. Government agrees, however, within twenty (20) business days next following the Contracting Officer's receipt of a written demand, to execute such instruments as Lessor may reasonably request to evidence further the subordination of this lease to any existing or future mortgage, deed of trust or other security interest pertaining to the premises, and to any water, sewer or access easement necessary or desirable to serve the premises or adjoining property owned in whole or in part by Lessor if such easement does not interfere with the full enjoyment of any right granted the Government under this lease.

(b) No such subordination, to either existing or future mortgages, deeds of trust or other lien or security instrument shall operate to affect adversely any right of the Government under this lease so long as the Government is not in default under this lease. Lessor will include in any future mortgage, deed of trust or other security instrument to which this lease becomes subordinate, or in a separate non-disturbance agreement, a provision to the foregoing effect.

Lessor warrants that the holders of all notes or other obligations secured by existing mortgages, deeds of trust or other security instruments have consented to the provisions of this clause, and agrees to provide true copies of all such consents to the Contracting Officer promptly upon demand.

(c) In the event of any sale of the premises or any portion thereof by foreclosure of the lien of any such mortgage, deed of trust or other security instrument, or the giving of a deed in lieu of foreclosure, the Government will be deemed to have attorned to any purchaser, purchasers, transferee or transferees of the premises or any portion thereof and its or their successors and assigns, and any such purchasers and transferees will be deemed to have assumed all obligations of the Lessor under this lease, so as to establish direct privity of estate and contract between Government and such purchasers or transferees, with the same force, effect and relative priority in time and right as if the lease had initially been entered into between such purchasers or transferees and the Government; provided, further, that the Contracting Officer and such purchasers or transferees shall, with reasonable promptness following any such sale or deed delivery in lieu of foreclosure, execute all such revisions to this lease, or other writings, as shall be necessary to document the foregoing relationship.

(d) None of the foregoing provisions may be deemed or construed to imply a waiver of the Government's rights as a sovereign.

4. 552.270-24 STATEMENT OF LEASE (SEP 1999)

(a) The Contracting Officer will, within thirty (30) days next following the Contracting Officer's receipt of a joint written request from Lessor and a prospective lender or purchaser of the building, execute and deliver to Lessor a letter stating that the same is issued subject to the conditions stated in this clause and, if such is the case, that (1) the lease is in full force and effect; (2) the date to which the rent and other charges have been paid in advance, if any; and (3) whether any notice of default has been issued.

(b) Letters issued pursuant to this clause are subject to the following conditions:

(1) That they are based solely upon a reasonably diligent review of the Contracting Officer's lease file as of the date of issuance;

(2) That the Government shall not be held liable because of any defect in or condition of the premises or building;

(3) That the Contracting Officer does not warrant or represent that the premises or building comply with applicable Federal, State and local law; and

(4) That the Lessor, and each prospective lender and purchaser are deemed to have constructive notice of such facts as would be ascertainable by reasonable pre-purchase and pre-commitment inspection of the Premises and Building and by inquiry to appropriate Federal, State and local Government officials.

5. 552.270-25 SUBSTITUTION OF TENANT AGENCY (SEP 1999)

The Government may, at any time and from time to time, substitute any Government agency or agencies for the Government agency or agencies, if any, named in the lease.

6. 552.270-26 NO WAIVER (SEP 1999)

No failure by either party to insist upon the strict performance of any provision of this lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent or other performance by either party during the continuance of any such breach shall constitute a waiver of any such breach of such provision.

7. INTEGRATED AGREEMENT (JUN 2012)

This Lease, upon execution, contains the entire agreement of the parties and no prior written or oral agreement, express or implied, shall be admissible to contradict the provisions of the Lease. Except as expressly attached to and made a part of the Lease, neither the Request for Lease Proposals nor any pre-award communications by either party shall be incorporated in the Lease.

8. 552.270-28 MUTUALITY OF OBLIGATION (SEP 1999)

The obligations and covenants of the Lessor, and the Government's obligation to pay rent and other Government obligations and covenants, arising under or related to this Lease, are interdependent. The Government may, upon issuance of and delivery to Lessor of a final decision asserting a claim against Lessor, set off such claim, in whole or in part, as against any payment or payments then or thereafter due the Lessor under this lease. No setoff pursuant to this clause shall constitute a breach by the Government of this lease.

9. DELIVERY AND CONDITION (JAN 2011)

(a) Unless the Government elects to have the space occupied in increments, the space must be delivered ready for occupancy as a complete unit.

(b) The Government may elect to accept the Space notwithstanding the Lessor's failure to deliver the

Space substantially complete; if the Government so elects, it may reduce the rent payments.

10. DEFAULT BY LESSOR (APR 2012)

(a) The following conditions shall constitute default by the Lessor, and shall give rise to the following rights and remedies for the Government:

(1) Prior to Acceptance of the Premises. Failure by the Lessor to diligently perform all obligations required for Acceptance of the Space within the times specified, without excuse, shall constitute a default by the Lessor.

Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may terminate the Lease on account of the Lessor's default.

(2) After Acceptance of the Premises. Failure by the Lessor to perform any service, to provide any item, or satisfy any requirement of this Lease, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may perform the service, provide the item, or obtain satisfaction of the requirement by its own employees or contractors. If the Government elects to take such action, the Government may deduct from rental payments its costs incurred in connection with taking the action. Alternatively, the Government may reduce the rent by an amount reasonably calculated to approximate the cost or value of the service not performed, item not provided, or requirement not satisfied, such reduction effective as of the date of the commencement of the default condition.

(3) Grounds for Termination. The Government may terminate the Lease if:

(i) The Lessor's default persists notwithstanding provision of notice and reasonable opportunity to cure by the Government, or

(ii) The Lessor fails to take such actions as are necessary to prevent the recurrence of default conditions, and such conditions (i) or (ii) substantially impair the safe and healthful occupancy of the Premises, or render the Space unusable for its intended purposes.

(4) Excuse. Failure by the Lessor to timely deliver the Space or perform any service, provide any item, or satisfy any requirement of this Lease shall not be excused if its failure in performance arises from:

(i) Circumstances within the Lessor's control;

(ii) Circumstances about which the Lessor had actual or constructive knowledge prior to the Lease Award Date that could reasonably be expected to affect the Lessor's capability to perform, regardless of the Government's knowledge of such matters;

(iii) The condition of the Property;

(iv) The acts or omissions of the Lessor, its employees, agents or contractors; or

(v) The Lessor's inability to obtain sufficient financial resources to perform its obligations.

(5) The rights and remedies specified in this clause are in addition to any and all remedies to which the Government may be entitled as a matter of law.

11. 552.270-19 PROGRESSIVE OCCUPANCY (SEP 1999)

The Government shall have the right to elect to occupy the space in partial increments prior to the substantial completion of the entire leased premises, and the Lessor agrees to schedule its work so as to deliver the space incrementally as elected by the Government. The Government shall pay rent commencing with the first business day following substantial completion of the entire leased premise unless the Government has elected to occupy the leased premises incrementally. In case of incremental occupancy, the Government shall pay rent pro rata upon the first business day following substantial completion of each incremental unit. Rental payments shall become due on the first workday of the month following the month in which an increment of space is substantially complete, except that should an increment of space be substantially completed after the fifteenth day of the month, the payment due date will be the first workday of the second month following the month in which it was substantially complete. The commencement date of the firm lease term will be a composite determined from all rent commencement dates.

12. MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT (APR 2015)

The Lessor shall maintain the Property, including the building, building systems, and all equipment, fixtures, and appurtenances furnished by the Lessor under this Lease, in good repair and tenantable condition so that they are suitable in appearance and capable of supplying such heat, air conditioning, light, ventilation, safety systems, access and other things to the premises, without reasonably preventable or recurring disruption, as is required for the Government's access to, occupancy, possession, use and enjoyment of the premises as provided in this lease. For the purpose of so maintaining the premises, the Lessor may at reasonable times enter the premises with the approval of the authorized Government representative in charge. Upon request of the Lease Contracting Officer (LCO), the Lessor shall provide written documentation that building systems have been properly maintained, tested, and are operational within manufacturer's warranted operating standards. The Lessor shall maintain the Premises in a safe and healthful condition according to applicable OSHA standards and all other requirements of this Lease, including standards governing indoor air quality, existence of mold and other biological hazards, presence of hazardous materials, etc. The Government shall have the right, at any time after the Lease Award Date and during the term of the Lease, to inspect all areas of the Property to which access is necessary for the purpose of determining the Lessor’s compliance with this clause.

13. FIRE AND CASUALTY DAMAGE (JUN 2016)

If the building in which the Premises are located is totally destroyed or damaged by fire or other casualty, this Lease shall immediately terminate. If the building in which the Premises are located are only partially destroyed or damaged, so as to render the Premises untenantable, or not usable for their intended purpose, the Lessor shall have the option to elect to repair and restore the Premises or terminate the Lease. The Lessor shall be permitted a reasonable amount of time, not to exceed 270 days from the event of destruction or damage, to repair or restore the Premises, provided that the Lessor submits to the Government a reasonable schedule for repair of the Premises within 60 days of the event of destruction or damage. If the Lessor fails to timely submit a reasonable schedule for completing the work, the Government may elect to terminate the Lease effective as of the date of the event of destruction or damage. If the Lessor elects to repair or restore the Premises, but fails to repair or restore the Premises within 270 days from the event of destruction or damage, or fails to diligently pursue such repairs or restoration so as to render timely completion commercially impracticable, the Government may terminate the Lease effective as of the date of the destruction or damage. During the time that the Premises are unoccupied, rent shall be abated. Termination of the Lease by either party under this clause shall not give rise to liability for either party.

Nothing in this lease shall be construed as relieving Lessor from liability for damage to, or destruction of, property of the United States of America caused by the willful or negligent act or omission of Lessor.

14. COMPLIANCE WITH APPLICABLE LAW (JAN 2011)

Lessor shall comply with all Federal, state and local laws applicable to its ownership and leasing of the Property, including, without limitation, laws applicable to the construction, ownership, alteration or operation of all buildings, structures, and facilities located thereon, and obtain all necessary permits, licenses and similar items at its own expense. The Government will comply with all Federal, State and local laws applicable to and enforceable against it as a tenant under this lease, provided that nothing in this Lease shall be construed as a waiver of the sovereign immunity of the Government. This Lease shall be governed by Federal law.

15. 552.270-12 ALTERATIONS (SEP 1999)

The Government shall have the right during the existence of this lease to make alterations, attach fixtures, and erect structures or signs in or upon the premises hereby leased, which fixtures, additions or structures so placed in, on, upon, or attached to the said premises shall be and remain the property of the Government and may be removed or otherwise disposed of by the Government. If the lease contemplates that the Government is the sole occupant of the building, for purposes of this clause, the leased premises include the land on which the building is sited and the building itself.

Otherwise, the Government shall have the right to tie into or make any physical connection with any structure located on the property as is reasonably necessary for appropriate utilization of the leased space.

16. ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (APR 2015)

(a) Ten (10) working days prior to the completion of the Space, the Lessor shall issue written notice to the Government to schedule the inspection of the Space for acceptance. The Government shall accept the Space only if the construction of building shell and TIs conforming to this Lease and the approved DIDs is substantially complete, and a Certificate of Occupancy has been issued as set forth below.

(b) The Space shall be considered substantially complete only if the Space may be used for its intended purpose and completion of remaining work will not unreasonably interfere with the Government's enjoyment of the Space. Acceptance shall be final and binding upon the Government with respect to conformance of the completed TIs to the approved DIDs, with the exception of items identified on a punchlist generated as a result of the inspection, concealed conditions, latent defects, or fraud, but shall not relieve the Lessor of any other Lease requirements.

(c) The Lessor shall provide a valid Certificate of Occupancy, issued by the local jurisdiction, for the intended use of the Government.