CENAN-26-001-SFO Pkg (Watervliet Warehouse Space).pdf

SOLICITATION FOR OFFERS (SFO)

PACKET NO.

CENAN-26-001

OFFERED BY

THE U.S. ARMY CORPS OF ENGINEERS

NEW YORK DISTRICT

REAL ESTATE DIVISION

26 FEDERAL PLAZA, 16-508-5

NEW YORK, NEW YORK 10278-0090

FOR

WATERVLIET ARSENAL

IN

WATERVLIET, NEW YORK

Initial Offer: 12 Dec 2025 Best & Final Offer: 19 Dec 2025

SUMMARY:

The Government is seeking to lease space for Watervliet Arsenal. The space request is for approx. 40,000 square feet for warehousing purposes to include storage of production materials awaiting disposition and receipt of incoming material shipments along with the necessary parking required to support these actions.

Lease Term: Ten (10) years, one (1) year firm with nine (9) rights to renew each subsequent year thereafter.

The right to renew is reserved to the Government and the Lessor shall have no termination rights.

Lease Location: Leased space must be located within 4.5 mile radius of Watervliet Arsenal with easy accessibility to major throughways and the installation.

Lease Occupancy: The expected occupancy date is NLT 27 Feb 26 but may be sooner depending on availability & negotiations. A tour of the facility shall be given if requested by the Government.

Included with this packet are the following Enclosures:

1. Lease Proposal Worksheet

2. Lease Requirements

3. Sample U.S. Government Lease

4. General Clauses for Lease

5. Representations and Certifications

6. Evaluation Factors

GENERAL REQUIREMENTS:

A. The offer to the lease should include the following:

1. Completed and Signed Lease Proposal Worksheet (Enclosure 1). Worksheet should reflect the annual rental rate based upon the requirements identified in this packet.

2. Initialed pages of the Lease Requirements (Enclosure 2)

3. Proof of Ownership

4. Initialed pages of the U.S. Government Lease (Enclosure 3) for Real Property and General

Clauses (Enclosure 4)

5. Initialed pages of Representations and Certifications (Enclosure 5)

B. The Government requests the Offeror/Lessor pay in full, or in part, as negotiated, the cost of the initial space alterations. If the Government pays for part, or all of the build-out, it shall be a one-time lump sum amount following completion of work and acceptance of the space.

C. Restoration of tenant improvements installed under the terms of the lease shall be waived by the Lessor.

D. Offer must be signed by the same individual who is authorized to sign the lease.

E. Lessor/Offeror must register with the System for Award Management (SAM) as outlined in Section 20 (Electronic Fund Payment) of the General Clauses (Enclosure 4). The Offeror must provide or obtain a Data Universal Numbering System (DUNS) number obtained from DUN and Bradstreet and also must be registered in the SAM at the time of submission of offer. To remain active, Lessor/Offeror is required to renew registration annually.

F. Prior to the final acceptance of the lease by the Government, in accordance with public law, the negotiated lease terms must satisfy a Government value estimate. The Government lease terms must be consistent with the rentals and other amounts paid by other tenants of the Lessor, who lease similar size and quality of space and the value must also be consistent with the surrounding submarket. By submitting this offer, the Offeror agrees to cooperate with the Realty Specialist by providing information on recent leases.

All information provided by Offeror shall be held confidential.

G. If during the term of the lease, the Government may require tenant improvements to their leased space, Lessor shall provide construction services (may be through qualified third party General Contractor).

However, only Realty Specialists of the U.S. Army Corps of Engineers (COE) have the authority to request alterations or improvements to the leased space. If the Government pays for the improvements, a Supplemental Agreement (SA) to the lease shall be prepared by the COE Realty Specialist as follows: The Realty Specialist shall provide the construction specifications for the improvements and the Lessor shall then provide a construction cost estimate, which shall be subjected to an Independent Government Cost Estimate (IGCE) review to ensure that fair market value is achieved. If the estimate satisfies the IGCE review, no other bids are required. The contractor shall then be selected and an SA detailing specifications and cost shall be prepared by the Realty Specialist. Once the SA is signed by the Lessor it shall be routed to the COE Chief of Real Estate, New York District, or other duly authorized Contracting Officer, for execution. An executed original copy shall be sent to the Lessor and the Lessor shall then direct the selected contractor to proceed. Work should never be started before the Lessor receives an executed SA. When the work is completed and accepted by the Government, the lump sum payment (if applicable) shall be released to the Lessor. If the cost of the improvements is $3,000.00 or less, the government may pay for the improvements by credit card and an SA would not be required.

NEGOTIATIONS:

Offers must be received by the initial date established at the top of this document. Upon receipt of initial offers, the Realty Specialist shall review and clarify any questions with the Offerors. All offers shall be held confidential. After any discussions that may be conducted, Offerors shall have a chance to modify and submit a final offer by the best and final date established at the top of this document.

AWARD FACTORS:

The primary factors by which the applicants and offers will be evaluated are attached as Enclosure 6, Evaluation Factors. The factors are listed in order of importance. The offer that is determined to be in the best interest of the Government shall be selected as the winning site for the lease award.

AWARD:

After the winning site is determined, the Realty Specialist shall forward to the successful Offeror the lease and exhibits based on terms negotiated.

The final acceptance of the offer and award of the lease occurs upon the execution of the lease by the Real Estate Contracting Officer, New York District, U.S. Army Corps of Engineers, or other duly authorized Contracting Officer.

GOVERNMENT POINT OF CONTACT:

Michael Merkel, Realty Specialist Telephone: 917-231-5193 Email: Michael.C.Merkel@usace.army.mil

WHERE TO SEND OFFERS:

Offers should arrive at the address below prior to close of business on the due date. Emailed offers are acceptable as well.

U.S. Army Engineer, New York District Real Estate Division Attn.: Michael Merkel 26 Federal Plaza, 16-508-5 New York, NY 10278-0090

Enclosures:

1. Lease Proposal Worksheet

2. Lease Requirements

3. Sample U.S. Government Lease

4. General Clauses for Lease

5. Representations and Certifications

6. Evaluation Factors mailto:Michael.C.Merkel@usace.army.mil psf psf psf psf psf psf psf

LESSOR/AGENT SIGNATURE & DATE REALTY SPECIALIST SIGNATURE & DATE

8. INITIAL LEASE

SECTION IV ‐ LEASE TERMS AND CONDITIONS

SECTION III ‐ BUILD OUT

CENAN-26-001

15. Recorded Owner

Name

Street

City, State, Zip

18. Offeror

Name

Title

Street

City, State, Zip

16. BY SUBMITTING THIS OFFER, THE OFFEROR AGREES, UPON ACCEPTANCE OF THIS PROPOSAL BY THE

HEREIN SPECIFIED DATE, TO LEASE TO THE UNITED STATES OF AMERICA, THE PREMISES DESCRIBED, UPON

THE TERMS AND CONDITIONS AS SPECIFIED HEREIN, IN FULL COMPLIANCE WITH AND ACCEPTANCE OF THE

AFOREMENTIONED SOLICITATION FOR OFFERS, WITH ATTACHMENTS. SPACE WILL BE ALTERED AND

DELIVERED IN ACCORDANCE WITH THE GOVERNMENT’S SPECIFICATIONS AND REQUIREMENTS.

17. Offerors Interest in Property Owner Agent Other (Specify)

E‐Mail Address:

Telephone #

SECTION V ‐ OWNER IDENTIFICATION AND CERTIFICATION

TOTAL BASE + OPERATING

4. Total Build‐out Cost

5. Lessors Contribution to Build‐out Cost

6. GOVERNMENTS COST TO BUILD‐OUT

7. Estimated number of calendar days to complete a turn‐key, rack ready space for the Government_____

14. Please Indicate here any additional remarks or conditions with respect to this offer:

13. List of attachments submitted with this offer:

‐ Initialed pages of U.S. Government Lease for Real Property and General Clauses

‐ Other(s) (Please Specify)

10. Number of days notice required for government to terminate lease: 30

TOTAL OPERATING COSTS

Common Area Maintenance (CAM)

Real Estate Taxes

Conditioned Electricity (160 kWh/mo)

Water/Sewer

Other Charges (Specify)

9. RENEWAL OPTIONS

1. BASE Rent (per sq ft) a. Cost per sq ft per yr Rentable sq ft

3. OPERATING COSTS

2. Total Base Rent/yr (Total 1a x 1b above)

11. Number of days notice required to exercise renewal option: 180

12. Offer good until award? ______Yes _____No (If no, until what date?)

a. No. of years: b. Years Firm: 1 a. Years Each: 1 b. No. of Options: 9

b. Cost per service per year:a. Cost per sq ft

Insurance

Electricity

Building Age

SECTION II ‐ SPACE OFFERED AND RATES

ENCLOSURE 1 to SFO No. CENAN‐26‐001

LEASE PROPOSAL WORKSHEET

SECTION I ‐ DESCRIPTION OF PREMISES

Building Name

Building Address

Type Construction

Measurement

Method

Number of Floors

ZIP ‐ 4 digitStateCity

ENCLOSURE 2 to SFO NO. CENAN-26-001 Initial

ENCLOSURE 2 to SFO NO. CENAN-26-001

LEASE REQUIREMENTS

Facility Requirements

a. Facility should be suitable for the maintenance and repair of tractor-trailer trucks and similar sized vehicles. Access doors and ceiling height must be able to accommodate these vehicles.

b. Facility should have a minimum of/approximately 40,000 square feet of space for equipment storage purposes and is preferred to include the following:

i. Temperature controlled, secure space with heating & cooling capabilities

ii. Up to 4 loading docks with auto dock levelers capable of accommodating a standard 102" trailer truck & flatbed trailer trucks approx. 70' long & 9' wide

1. Loading Docks - At least 8' wide x 10' high

2. Ground Level Doors - Minimum 12' wide x 14' tall

iii. Space capable of accommodating storage racks at least 12' tall with ability to hold pallets ranging in size from 42"-60" in width and up to 60" in height

iv. Already include or ability to install a bridge/gantry crane with minimum 6 TN requirement

v. Space for use/storage of forklifts

c. Parking to accommodate approximately 14 employees, occasional visitors, and tractor truck parking for at least 4 trailer trucks.

i. Outdoor lighting

ii. 24 hour access to parking lot

iii. Preferably fenced/secure parking area

d. Ingress/Egress to the property must be able to accommodate large tractor-trailer vehicles.

e. Vendor must provide trash service

f. Facility shall have facility maintenance point of contact accessible at ALL times to report building maintenance issues.

ENCLOSURE 3 to SFO NO. CENAN-26-001

Lease No. DACA51- - -

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___, 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 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 30 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 the 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 20 degrees Celsius during the heating season and a maximum temperature of 26 degrees Celsius 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 regulation, 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. ALTERATION/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 and shall be subject to the availability of funds.

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 completions and acceptance of the alterations by the Lessee, in the amount of ____________________. Ownership of said alteration 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 Engineer, New York District Real Estate Division Management & Disposal Branch 26 Federal Plaza New York, NY 10278-0090

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 any 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, paper 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. DISPUTES:

(a) This lease is subject to the Contract Disputes Act of 1978, as amended (41 USC 601-613).

(b) Except as provided in the Act, all disputes arising under or relating to this lease shall be resolved under this clause.

(c) "Claim", as used in this clause, means a written demand or written assertion by one of the lease parties seeking, as a matter of right, the payment of money in a certain sum, the adjustment or interpretation of lease terms, or other relief arising under or relating to this lease. However, a written demand or written assertion by the Lessor seeking the payment of money exceeding $100,000 is not a claim under the Act until certified as required by the following statements. A voucher, invoice or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act by complying with the submission and certification requirements of this clause, if it is disputed either as to a liability or amount or is not acted upon in a reasonable time.

(d) (1) A claim by the Lessor, shall be made in writing and, unless otherwise stated in this lease, submitted within 6 years after accrual of the claim to the Chief, Real Estate Division for a written decision.

A claim by the Government against the Lessor shall be subject to a written decision by the Chief, Real Estate Division.

(2) (i) The Lessor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the lease adjustment for which the Lessor believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Lessor.”

(3) The certification may be executed by any person duly authorized to bind the Lessor with respect to the claim.

(e) For Lessor claims of $100,000 or less, the Chief, Real Estate Division must, if requested in writing by the Lessor, render a decision within 60 days of the request. For Lessor certified claims over $100,000, the Chief, Real Estate Division must, within 60 days, decide the claim or notify the Lessor of the date of which the decisions will be made.

(f) The Chief, Real Estate Division decision shall be final unless the Lessor appeals or files a suit as provided in the Act.

(g) If the claim by the Lessor is submitted to the Chief, Real Estate Division or a claim by the Government is presented to the Lessor, the parties, by mutual consent, may agree to use alternate dispute resolution (ADR). If the Lessor refuses an offer for ADR, the Lessor shall inform the Chief, Real Estate Division, in writing, of the Lessor’s specific reasons for rejecting the offer.

(h) The Government Shall pay interest on the amount found due and unpaid from (1) the date the Chief, Real Estate Division receives the claim (certified if required) or (2) the date payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date the Chief, Real Estate Division initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Chief, Real Estate Division receives the claim and then at the rate applicable for each 6 month period as fixed by the Treasury Secretary during the pendency of the claim.

(i) The Lessor shall proceed diligently with performance of this lease, pending final resolution of any request for relief, claim, appeal or action arising under the lease and comply with any decision of the Chief, Real Estate Division.

25. GENERAL PROVISIONS: The General Provisions are attached and made a part hereof as Exhibit D. In the event the terms and conditions of the body of this lease and the terms and conditions of the General Provisions conflict with one another, then the terms and conditions of the body of this lease shall prevail.

26. PROCUREMENT AUTHORITY: The supplies and services to be obtained by this instrument are authorized by, are for the purpose set forth in, and are chargeable to Procurement Authority Number quoted below, the available balance of which is sufficient to cover cost of same:

(Insert Procurement Number Here)

27. ADDITIONAL PROVISIONS:

a. GOVERNMENT OFFICIALS: Any reference to GSA, LCO, Contracting Officer, or Government/ Authorized Representative in the attached General Clauses, Representations and

Certifications, and Addendum to SAM Representations and Certifications are interchangeable with United States of America, U.S. Army Corps of Engineers (USACE), and Real Estate Contracting Officer (RECO).

THIS LEASE IS NOT SUBJECT TO TITLE 10, UNITED STATES CODE, SECTION 2662. (Applicable for leases over $750,000)

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

Helen Luke Real Estate Contracting Officer

(IF LESSOR IS A CORPORATION, THE FOLLOWING CERTIFICATE SHALL BE EXECUTED BY THE

SECRETARY OR ASSISTANT SECRETARY.)

I, ________________________________________________ certify that I am the ________________________________ (Assistant or) Secretary of the corporation named as Lessor in the attached lease that ___________________________ (Name of Official who signed the lease) who signed said lease on behalf of the Lessor, was then (Corporation Officer, i.e President, Vice President) of said corporation; that said lease was duly signed for and on behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers.

(Signature of Assistant Sec. or Secretary) (Typed name of Assistant Sec. or Secretary)

(Corporate Seal)

ENCLOSURE 4 to SFO NO. CENAN-26-001

INITIALS: & _____________

LESSOR GOVERNMENT

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 52.204-7 SYSTEM FOR AWARD MANAGEMENT

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

LESSOR GOVERNMENT

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

47 552.219-73 GOALS FOR SUBCONTRACTING PLAN

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.

LESSOR GOVERNMENT

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.

LESSOR GOVERNMENT

4. 552.270-24

ENCLOSURE 4 to SFO NO. CENAN-26-001

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.

ENCLOSURE 4 to SFO NO. CENAN-26-001

(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

ENCLOSURE 4 to SFO NO. CENAN-26-001

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 20126)

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

ENCLOSURE 4 to SFO NO. CENAN-26-001 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…