ESBD_File_351877_RFI-Bnadera.pdf

100 N. Santa Rosa, Suite 120 San Antonio, Texas 78207 workforcesolutionsalamo.org

Revised May 052022

PROCUREMENT & CONTRACT MANAGEMENT

Date of Issue: February 23, 2024

REQUEST FOR INFORMATION RFI 2024-007

LEASED PROPERTY SEARCH for BANDERA WORKFORCE CENTER LOCATION

Introduction The Workforce Solutions Alamo (WSA) Board serves as the governing board for the regional workforce system, a network of service providers and contractors that brings people and jobs together. We represent the taxpayers of the 13-county Alamo region. Our membership reflects the diverse constituencies of the regional community: business, economic development, education, labor, community organizations and government. Workforce Solutions Alamo serves Atascosa, Bandera, Bexar, Comal, Frio, Gillespie, Guadalupe, Karnes, Kendall, Kerr, McMullen, Medina and Wilson counties.

WSA’s Procurement and Contracts Management Department is responsible for administering the procurement of goods and services for its operations. WSA is committed to conducting procurement acquisitions to the maximum extent practical, in a manner providing full and open competition consistent with the standards of Office of Management and Budget Circulars, the Grant Management Common Rule, Uniform Grant Management Standards, and the Texas Workforce Commission Procurement Policies and Procedures. The Procurement and Contracts Management department takes necessary and affirmative steps to contract with small and minority business firms and other Historically Underutilized Businesses (HUBs) when possible.

Scope of Request: The Workforce Solutions Alamo (WSA) is requesting information, RFI for WSA leased property to administer Workforce Solutions Programs and provide training to the community. The initial step in the planning requires a review of existing facilities that meet our current requirements. WSA’s business needs include but are not limited to general location (customer populations, local business’s, area) access to public transportation, current parking, space required, access to ground floor, ability to build out and compliance with American’s with Disabilities Act (ADA)

Procurement Standards: This Request for Information (RFI) provides a uniform method for the procurement of specified goods/services, allowing for full and open competition. It contains the necessary background, requirements, technical specifications, information, and instructions for responding to the RFI. The services solicited under this RFI are procured under the competitive negotiation method of procurement, as described in the Texas Workforce Commission’s (TWC) Financial Manual for Grants and Contracts (FMGC).

http://www.workforcesolutionsalamo.org/

Submission Requirements:

Please include the following in your response

• Property (Lease) Type

• Address City, State

• Perimesis (SF)

• Space Avialable

• Asking Rent

• Total Cost

• What is included

• Available Photos

Bid/Proposal Deadline: The deadline to respond to this RFI is March 8, 2024, by 2 PM CST.

Responses may be submitted via email to procurement@wsalmao.org, or uploaded to our eBid site below and must remain valid for at least 120 days.

Proposals must be submitted no later than the date/time indicated above. Offerors may provide electronic or physical submissions of proposal responses as follows:

• Electronic: Offeror must register on BonFire to access the proposal request and to submit required documents: workforcesolutionsalamo.bonfire.com

• Physical: Submit signed sealed proposal in an envelope to include one (1) printed original and one (1) electronic copy on USB thumb drive of the proposal and mark with RFQ/RFQ solicitation Number and Title indicated on the top of the envelope, to:

Workforce Solutions Alamo Procurement Department 100 N. Santa Rosa, Suite 120 San Antonio, Texas 78207

Point of Contact: If you have any questions regarding the bid specifications or need additional information, please contact Jeremy Taub, CPPO at 210-581-1068, or Jtaub@wsalamo.org.

Attachments:

Attachment A - Needs Determination for Market Analysis on Property Lease Search Request Attachemnt B – Lease Addendum Provisions mailto:procurement@wsalmao.org https://workforcesolutionsalamo.bonfirehub.com/portal/?tab=openOpportunities mailto:Jtaub@wsalamo.org

Attachment A:

Workforce Solutions Alamo - Needs Determination for Market Analysis on Property Lease Search Request:

The purpose of this request is to conduct market research for the lease of properties to administer workforce programs. The initial step in the planning process requires a review of existing facilities that meet our current requirements. WSA’s business needs include but limited to general location (customer populations, local business’s, area crime statistics), access to public transportation, current parking, space required, access to ground floor, ability to build out and compliance with Americans with Disabilities Act (ADA).

Property Location:

Area Bandera Current Location 702 Buck Creek Bandera, Tx Zip Code 78003 Existing Square Footage: 1,000 sf Current Floor Plans Not available Diagrams Not available Square Footage Needed to accommodate staff and any integrating partners, including potential for future growth:

Build out Specifications.

1,100+ sf needed

Number of staff currently in this center (Contractor, TWC, Serco, TVC)

Total number of VR staff integrating: N/A Number of walled offices needed: 1 Number of modular units needed: 0 Number of conference and training rooms needed:

None currently in the existing space. TBD

Number of New Procurements, Renewal of existing:

Number of Work Spaces, Common Places, Currently have 1 small walled office

Property Location:

Public Restrooms: Small Reception counter

Restrooms Server Closet Breakroom

Small resource room currently have 2 workstations Including 1 ADA station

ADA Compliance:

Wheelchair accessibility Yes TAS Review completed Yes Workforce Facility Information

What is the expiration date of your current lease for this Workforce Solutions Office?

MOU- need to vacate by 5/15/24

Is it on a public transportation route?

No

Number of current parking spaces:

20, 2 of which are ADA accessible

Location Preference: Bandera

ATTACHMENT B

LEASE ADDENDUM PROVISIONS

1. Termination Based on Appropriations. The parties acknowledge that Tenant is a non-profit corporation funded by both the State and Federal government and is subject to periodic budgetary appropriations. In the event that necessary funding is not appropriated by both the State and Federal Governments for any year during the term of this Lease, Tenant may terminate this Lease upon written notice to Landlord. Such notice of termination will set forth the effective date of termination (the “termination date”), which will be no less than 90 days from the date of Tenant’s notice of termination. Tenant will reimburse Landlord for any unamortized expenses associated with Tenant Improvements and commissions as of the Termination Date, if any.

2. Non-Waiver. Nothing in this Lease will be construed as a waiver of Tenant’s sovereign immunity.

This Lease will not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Tenant. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Tenant under this Lease or under applicable law will not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

3. Force Majeure Event

(a) For purposes of this Section, "Force Majeure Event" means any of the following events:

(a) acts of God; (b) floods, fires, earthquakes, explosions, or other natural disasters; (c) war, invasions, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest; (d) governmental authority, proclamations, orders, laws, actions, or requests; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) epidemics, pandemics, or other national or regional public health emergencies; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortages of supplies, adequate power, or transportation facilities; and (i) other similar events beyond the reasonable control of the parties.

(b) Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Lease, for any failure or delay in fulfilling or performing any obligation under this Lease (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by a Force Majeure Event. The failure or inability of either party to perform its obligations in this Lease due to a Force Majeure Event shall be excused for the duration of the Force Majeure Event and extended for a period equivalent to the period of such delay, but not in excess of Ninety (90) days in the aggregate. Nothing contained in this Section shall excuse either party from paying in a timely fashion any payments due under the terms of this Lease or extend the term of this Lease.

(c) To the extent either party relies on a Force Majeure Event to delay performance of any obligation hereunder in accordance with this Section, such party (the "Force Majeure Noticing Party") shall give the other party notice within fifteen (15) days of the commencement of the Force Majeure Event, explaining the nature or cause of the delay and stating the period of time the delay is expected to continue.

The Force Majeure Noticing Party shall use reasonable efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Force Majeure Noticing Party shall resume the performance of its obligations as soon as is reasonably practicable after the Force Majeure Event ends. In the event that the failure or delay remains uncured for a period of ninety (90) consecutive days following written notice given by the Force Majeure Noticing Party under this Section, either party may thereafter terminate this Agreement upon ten (10) days' written notice to Noticing Party, in which event neither party thereafter shall have any further obligations under this Lease, except for those obligations which are expressly stated to survive termination or expiration of the Lease.

4. TI Overruns. Landlord shall promptly notify Tenant if and when eighty percent (80%) of the Tenant Improvement Allowance has been consumed by construction of the TI. In the event during the Landlord’s performance of the work, in Tenant’s reasonable discretion, it appears that the cost of the work will exceed the allowance, Landlord shall promptly notify Tenant of such circumstance. Upon such notification, if it is reasonably apparent that the costs for the Tenant Improvements will exceed the Allowance, Tenant may, prior to the conclusion of the Landlord’s Work, at Tenant’s option, and upon written notice to Landlord, re-allocate the Tenant Improvement Allowance, and/or elect to pay certain line items directly to the relevant third-parties as may be reasonably approved by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed, provided that Tenant shall promptly pay all amounts that are reasonably expected to exceed the Tenant Improvement Allowance. Tenant and Landlord agree to cooperate in good faith to reach an agreement regarding the re-allocation of the Tenant Improvement Allowance or Tenant’s direct payment of cost overages beyond the TI Allowance hereunder.

If all or part of the Tenant Improvement Allowance due and owing to Tenant is not paid to Tenant within the time period prescribed in Section _______, subject to satisfaction of the conditions set forth herein, and if Tenant shall have notified Landlord and any mortgagee in writing, and such payment is not made within ________ (____) days after Landlord (and such other party, if necessary) received such notice, then Tenant may deduct such unpaid amount from Tenant's Rent obligation next due and owing until the date the same is reimbursed or deducted as aforesaid.

5. Tenant’s Termination Right for Landlord’s Failure to Deliver. Notwithstanding any provision in the Lease to the contrary, if Landlord does not deliver possession of the Premises to Tenant within ________ (____) Business Days after the Estimated Commencement Date, Tenant may elect to cancel this Lease by giving written notice to Landlord within five (5) Business Days after the ________ (____)-day period ends ("Tenant's Termination Right for Landlord's Failure to Deliver"). If Tenant gives such notice, this Lease shall be cancelled, effective immediately, and neither Landlord nor Tenant shall have any further obligation to the other except that Landlord shall, within thirty (30) days after Tenant delivers said notice, reimburse Tenant for reasonable and documented costs and expenses that Tenant has incurred as a result of Landlord's failure to comply with the provisions of this Lease, including, but not limited to, Tenant's costs of performing due diligence and the fees and expenses of Tenant's architect, contractor, and attorney. If Tenant does not give such notice within such specified time period, Tenant's right to cancel the Lease shall expire and the Primary Lease Term shall commence upon the delivery of possession of the Premises to Tenant.

6. Parking. Landlord agrees to provide Tenant, at no additional cost or expense to Tenant, with reasonably sufficient parking spaces, including, without limitation, handicapped parking spaces, for Tenant's employees, agents, invitees, customers, and contractors, which shall in no event be less than the number of parking spaces required with respect to the Premises under applicable Laws. Additionally, Tenant shall have the right to utilize, at no additional cost or expense to Tenant, __________ (___) reserved parking stalls located [DESCRIPTION OF LOCATION OF RESERVED PARKING] which is a part of the Building Complex in close proximity to the main entrance to the lobby of the Building.

7. Breach of Quiet Enjoyment. Notwithstanding any provision in the Lease to the contrary,

(i) the express covenant of Quiet Enjoyment for Tenant is not conditioned on any matter other than an Event of Default that expressly permits Landlord to terminate this Lease, and (ii) in the event Tenant is prevented from effectively conducting its business, and does not conduct its business in the Premises as a direct result of: (y) any failure by Landlord to provide access to the Premises; and/or (z) any disturbance or disruption of Tenant's business operations as a result of any Common Areas and the Building Complex Work which continues for more than ____________ (____) consecutive days, then Base Rent shall be proportionately abated until such interference is eliminated or the Premises, the Building, and/or the Building Complex are otherwise rendered tenantable again. Additionally, if such interference continues for a period of ____________ (____) or more consecutive days, then Tenant shall have the right and option to cancel the Lease by giving written notice to Landlord within ____________ (____) days after the end of such ____________ (____) -day period.

8. Landlord’s Representations. Notwithstanding any provision in the Lease to the contrary:

(a) Landlord represents, warrants, and covenants to Tenant that: (i) there are no defects in the state of title to the Land and the Building Complex that inhibit or may inhibit the current, future use, or development of the Land and the Building Complex; (ii) the Permitted Use is in compliance with and does not conflict with and shall not conflict during the Term with any and all instruments validly affecting title to the Leased Premises; (iii) the existing improvements and the improvements to be constructed on the Land and the Building Complex are and will be sufficient and in compliance with all Laws for Tenant's Permitted Use; (iv) the structural portions of the Premises and the Building Complex are in good condition, working order, and are in compliance with all Laws as of the Commencement Date including, but not limited to, the ADA; (v) the Land and the Building Complex are properly zoned for the Permitted Use of the Premises by Tenant; (vi) the Land and the Building Complex comply with local laws relating to loading and parking requirements; (vii) the Tenant Improvements shall be completed in a good and workmanlike manner; (viii) sewer, water, electric, telephone, and gas lines are available directly at the Premises and Landlord agrees to be responsible for the same; (ix) heating, ventilation, and air-conditioning ("HVAC") are available and in good working order at the Premises; (x) the HVAC only services the Premises and is not shared with other tenants of the Building or the Building Complex; (xi) separate meters for measuring all utilities to be paid for by the Tenant are installed and currently available at the Premises;

(b) If any portion of the Premises becomes unfit for occupancy because Landlord provides no access or no water, electricity, elevator service, lavatory service, air-conditioning service, or heating service (individually, an "Essential Service" and collectively, the "Essential Services") to the Premises (or any portion thereof) for a period in excess of ____________ (____) days, and the lack of each such Essential Service prevents Tenant from making reasonable use of the Premises (or any portion thereof) for the purpose intended by Tenant, then Tenant shall be entitled to a day-for-day abatement of Rent for each consecutive day (after such ____________ (____) day period) that Landlord fails to deliver the Essential Service(s). In addition, if any Essential Service is not restored within ____________ (____) days after such Essential Service is interrupted, and the lack of such Essential Service prevents Tenant from making reasonable use of the Premises (or any portion thereof) for the purpose intended by Tenant, then Tenant may terminate this Lease and receive a return of its Security Deposit by giving written notice thereof to Landlord prior to the date on which the Essential Service is restored. There shall be no such abatement of Rent if Landlord's inability to provide such Essential Service(s) is caused by Tenant's failure to pay a utility service for any Essential Service for the Premises that is separately metered for the Premises and billed directly to Tenant.

(c) Landlord shall keep, repair, operate, and maintain the following in good order, condition, and repair, and in compliance with all applicable Laws: (a) the foundation, exterior walls, structural systems, and roof of the Building and the underground utilities serving the Premises; (b) the electrical, mechanical, plumbing, heating, and air-conditioning systems, facilities, and components located in or adjacent to the Building and used in common by all tenants of the Building; (c) the Common Areas (subject to all other terms and conditions of this Lease relating to the Common Areas); (d) those windows, doors, plate glass, and exterior wall surfaces adjacent to the Common Areas; and (e) the loading docks and parking areas. Tenant shall not be required to make any structural repairs, Alterations, or Structural Alterations to the Premises, the Building, or the Building Complex which may be required by Law (whether presently existing or hereafter enacted), insurance regulations, or otherwise.

(d) Landlord shall indemnify, defend, and hold Tenant and Tenant's officers, principals, shareholders, partners, employees, successors, and assigns harmless from and against any and all claims, losses, costs, liabilities, damages, and expenses including, without limitation, penalties, fines, and reasonable attorneys' fees, to the extent incurred in connection with or arising from the presence of Hazardous Substances introduced in, on, under, or about the Premises or the Building Complex as a result of the actions of Landlord or its agents, employees, representatives, tenants, or contractors whether in the past, present, or as a result of future contamination.

9. Rules and Regulations. Any and all rules and regulations promulgated by Landlord, including any amendments thereto, shall not be enforceable against Tenant unless the same: (a) are reasonable; (b) shall be applied in a fair, uniform, and nondiscriminatory manner to all tenants in the Building Complex; (c) are substantially similar to the rules and regulations for similar buildings or complexes in the same geographical area as the Building Complex; (d) do not materially and adversely affect Tenant's business or its Permitted Use; and (e) shall be provided to Tenant within thirty (30) days prior to enactment.

10. Real Estate Taxes.

(a) Real Estate Taxes which shall be included in the calculation of Tenant’s proportionate share of Operating Expenses shall specifically exclude the following: (a) any and all taxes on Landlord's income; (b) franchise taxes or corporate or unincorporated business taxes; (c) estate, gift, succession, or inheritance taxes; (d) any capital gains taxes; (e) transfer taxes, or any similar taxes imposed on Landlord, unless those taxes are levied, assessed, or imposed in lieu of or in substitution for the whole or any part of the taxes, assessments, levies, or impositions that now constitute the defined term "Real Estate Taxes"; and

(f) any delinquency charges imposed on the Landlord if it fails to pay any taxes when due.

(b) If any Landlord re-appraisal of the Building Complex reveals that Landlord has a basis to contest an increase of the Real Estate Taxes, and Landlord has elected not to contest the Real Estate Taxes, then Tenant shall have the right to contest the Real Estate Taxes on behalf of Landlord with any reasonable costs of Tenant for such contest to be reimbursed by Landlord to Tenant within thirty (30) days after receipt of an invoice from Tenant with documentation for such expenses.

11. Operating Expenses Exclusions. Operating Expenses shall specifically exclude the following costs and expenses incurred by Landlord:

(i) All Real Estate Taxes and transfer, gains, inheritance, estate, occupancy, succession, gift, corporation, unincorporated business, gross receipts, franchise, or income taxes imposed upon Landlord.

(ii) The costs of complying with any Laws enacted prior to the Commencement Date.

(iii) Any costs incurred in connection with the original design, construction, and landscaping of the Building Complex and any correction of defects in design or construction, or both, of the Building Complex, including replacement of defective equipment.

(iv) Any costs or expenses related to the compliance with Environmental Laws and/or the monitoring, testing, removal, cleaning, abatement, or remediation of any Hazardous Materials in or about the Building Complex or the Land, and including, without limitation, Hazardous Materials in the ground water or soil to the extent present on, before, or after the Commencement Date caused by the acts or omissions of Landlord or any other person, agent, employee, invitee, or entity except Tenant or any of the Tenant Parties.

(v) Any fines, costs, late charges, liquidated damages, penalties, tax penalties, or related interest charges imposed on Landlord or Landlord's managing agent.

(vi) Fees relating to: (i) disputes with tenants, prospective tenants, or other occupants of the Building Complex, including lease takeover or lease take back costs; (ii) disputes between Landlord and members, partners, or affiliates of Landlord; (iii) disputes with purchasers, prospective purchasers, mortgagees, or prospective mortgagees of the Building Complex or the Land or any part of either; or (iv) negotiations of leases, mortgages, or other security instruments, contracts of sales, or transfers of all or any portion of the Building Complex or any interest therein by any person of any tier owning an interest therein.

(vii) Any reserves of any kind.

(viii) Expenses in connection with services or other benefits which are provided directly and exclusively to another tenant or occupant of the Building or the Building Complex and that do not benefit Tenant. Tenant's responsibility for operating expenses, including costs of maintaining and repairing multi-tenant corridors, restrooms, and elevator lobbies shall be proportionate to the number of multi-tenant floors occupied by Tenant as compared to the number of multi-tenant floors in the Building Complex.

(ix) Expenses for repair, replacements, and general maintenance of portions of the Building Complex which are paid by proceeds of insurance or by Tenant or other third parties.

(x) Alterations attributable solely to tenants of the Building Complex other than Tenant.

(xi) Interest, amortization, or other payments on loans made to Landlord, whether secured or unsecured; secured loan amortization and interest; costs relating to acquiring or negotiating equity contributions; costs and charges incurred in obtaining any public or private financing, refinancing, or loan modifications.

(xii) Depreciation of the Building and the Building Complex.

(xiii) Leasing commissions.

(xiv) Ground rent and related costs in connection with Landlord's ground lease (if any) of the Land.

(xv) Any costs, fees, dues, contributions, or similar expenses for political, charitable, industry association, or similar organizations, as well as the cost of any newspaper, magazine, trade, or other subscriptions.

(xvi) All advertising and promotional costs including any form of entertainment expenses, dining expenses, any costs relating to tenant or vendor relation programs including flowers, gifts, luncheons, parties, and other social events, but excluding any cost associated with life safety information services and other like property management events.

(xvii) Any costs relating to the marketing, solicitation, negotiation, and execution of leases of space in the Building Complex, including without limitation, promotional and advertising expenses, commissions, finders' fees, referral fees, legal fees, and expenses relating to the negotiation and preparation of any lease, sublease, or other occupancy document, tenant improvement costs for tenant or other occupant space, the amount of any allowances or credits paid or granted to tenants or other occupants of any such design or construction, and all other costs of alterations of space in the Building Complex leased to or occupied by other tenants or occupants.

(xviii) Capital repairs and improvements made to the Building Complex except as may otherwise be allowed under this Lease.

(xix) Wages, salaries, fees, fringe benefits, and any other forms of compensation paid to any executive employee of Landlord and/or Landlord's managing entities or partners above the grade of building manager, as such term is commonly understood in the property management industry; provided, however, all wages, salaries, and other compensation otherwise allowed to be included in Operating Expenses shall also exclude any portion of such costs related to any employee's time devoted to other efforts unrelated to the maintenance, accounting, management, and operation of the Building Complex..

(xx) Any amount paid by Landlord or Landlord's managing agent to a subsidiary or affiliate of Landlord or Landlord's managing agent, or to any party for management or other services to the Building, or for supplies or other materials, to the extent the costs of such services, supplies, or materials exceed the costs that would have been paid had the services, supplies, or materials been provided by parties unaffiliated with Landlord or Landlord's managing agent on an arm's-length basis.

(xxi) Management fees greater than _________ percent (____%) of the gross rentals collected for the Building.

(xxii) General corporate overhead for Landlord and Landlord's managing agent.

(xxiii) Any charges associated with maintaining and operating a parking lot or parking garage of any kind or nature.

(xxiv) The costs of electrical energy furnished directly to Tenant and other tenants of the Building, the costs and fees of any electrical meter reading company retained by Landlord to read meters that measure electrical energy, and the costs and expenses of providing any additional meters for space leased in the Building to third parties.

(xxv) Costs incurred in connection with the acquisition or sale of air rights, transferable development rights, easements, or other real property interests.

(xxvi) Costs incurred by Landlord resulting from Landlord's, Landlord Parties', or another tenant's breach of the Lease, Landlord's or Landlord Parties' negligence or willful misconduct, or Landlord's indemnification of any tenant of the Building pursuant to the provisions of such tenant's lease.

(xxvii) The costs incurred by Landlord for the installation of a new or upgraded elevator system in the Building or the Building Complex.

(xxviii) Income, excess profits, franchise taxes, or other such taxes imposed or measured by the income of Landlord from the operation of the Building or the Building Complex.

12. Cap on Increases in Controllable Expenses. Notwithstanding any provision in this Lease to the contrary, Tenant's liability for Tenant's Share of Operating Expenses (excluding Noncontrollable Expenses, it being understood that Tenant shall pay Tenant's Share of Noncontrollable Expenses) for each calendar year after the first full calendar year shall not exceed an amount which would result from Operating Expenses (excluding Noncontrollable Expenses on a Dollar per square foot basis) increasing __________ percent (___%) per calendar year during the Term on a cumulative basis, it being understood that such __________ percent (___%) cap will not apply to Noncontrollable Expenses. For purposes of this Section, "Noncontrollable Expenses" shall mean Landlord's costs of insuring the Building Complex and its interest therein (including any "deductible" cost incurred in connection with any covered loss), and the cost of utilities, security, and snow and ice removal for the Building Complex.

13. Tenant's Inspection and Audit Rights.

(a) Landlord shall keep and maintain reasonably complete, legible, and accurate records of the Operating Expenses for a period of ___________ (____) years from the date such Operating Expenses are incurred. If Tenant desires to audit Landlord's determination of the actual amount of Tenant's Share of Operating Expenses for any calendar year, including but not limited to Landlord's Gross-Up Estimate of Operating Expenses, Tenant shall deliver to Landlord written notice of Tenant's election to perform such audit within ___________ (____) days after Landlord's delivery of Landlord's Operating Expenses Statement of such amount and/or Landlord's delivery of Landlord's Gross-Up Estimate of Operating

Expenses. If such notice is timely delivered, Tenant (but not any subtenant) or its representatives may audit Landlord's records relating to such amounts. Such audit shall take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or Landlord's Property Manager maintains the applicable records). Tenant's election to audit Landlord's determination of Tenant's Share of Operating Expenses is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within ___________ (____) days after the date Tenant delivers its notice of election to audit to Landlord under this Section. Landlord shall provide all backup records for the foregoing audit directly to Tenant. Tenant shall have the right to: (i) make copies of any or all Landlord's records if an on-site visit to Landlord's office is required by Tenant; and (ii) hire any professional internal or third-party auditor that shall also have access to Landlord's records for purposes of the audit.

(b) If the audit report shows that the amount Landlord charged Tenant for Tenant's Share of Operating Expenses was greater than the amount this Article IV obligates Tenant to pay, unless Landlord reasonably contests the audit, Landlord shall refund the excess amount to Tenant, together with interest on the excess amount (computed at the Interest Rate from the date Tenant delivers its dispute notice to Landlord to the date of such refund) within ___________ (____) days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for Tenant's Share of Operating Expenses was less than the amount this Article IV obligates Tenant to pay, Tenant shall pay to Landlord, as Additional Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this Section, Tenant shall continue to pay to Landlord all estimated amounts of Tenant's Share of Operating Expenses in accordance with Section _____. Tenant shall bear the cost of its audit; provided, however, that Landlord shall pay the reasonable fees and expenses of Tenant's audit if the final audit report indicates that Tenant was overcharged by _______ percent (____%) or more for the calendar year covered by such audit.

(c) Except for disclosures required by Law and as required for the audit by Tenant or Tenant's professional internal or third-party auditor, Tenant shall keep all information it obtains in any audit confidential and may only use such information for the limited purpose this 13 describes and for Tenant's own account. If Landlord disputes such audit results, Landlord may contest the results by submitting the results of the audit within ___________ (____) days after receipt of the audit to Arbitration, except that the parties shall appoint certified public accountants, as designated by the American Institute of Certified Public Accountants, instead of Qualified Appraisers to determine the matter. The decision of the arbitrator shall be binding on the parties.

14. Decrease in Security Deposit Amount. Upon Tenant's written notice to Landlord at any time after expiration of the ___________ (_____) full calendar month after the Lease Commencement Date, and provided no continuing and uncured Event of Default by Tenant is then existing under this Lease after the expiration of applicable notice and cure periods, Landlord shall within ___________ (____) days return to Tenant the entire Security Deposit, and, thereafter, the Security Deposit shall no longer be required.

15. Permitted Signage. Notwithstanding any provision in this Lease to the contrary, Tenant shall have the right to install the following signage ("Tenant's Signage"): (a) an identification sign on the exterior of the Building and on any monument signage associated with the Building and the Building Complex that is used for tenant identification; (b) directional signage to the Premises from the [parking areas/parking garage (if that is not a controlled access point)]; (c) Tenant's name on the Building directory board in the lobby of the Premises, the Building, the Building Complex, and on any other directory which may be or become part of the Building that identifies Building tenants; and (d) [OTHER SIGNAGE

REQUIREMENTS]. Tenant shall have the right to reasonably approve of any monument sign, including the locations and the size of the panels to be placed thereon.

16. Landlord Entry. Landlord shall exercise all reasonable efforts so that any entry into the Premises is reasonably designed to minimize interference with the operation of Tenant's business in the Premises. Notwithstanding any provision in this Lease to the contrary, Tenant may, at its own expense, provide its own locks to certain areas within the Premises (each, a "Secured Area"). Tenant need not furnish Landlord with a key to any such Secured Area, but upon the expiration or earlier termination of this Lease, Tenant shall surrender all such keys to Landlord. If Landlord must gain access to a Secured Area in a nonemergency situation, Landlord shall provide Tenant with not less than twenty-four (24) hours' notice and Landlord and Tenant shall arrange a mutually agreed upon time for Landlord to do so. Landlord shall comply with all reasonable security measures pertaining to the Secured Area. If Landlord determines in its reasonable discretion that an emergency in the Building or the Premises, including, without limitation, a suspected fire or flood, requires Landlord to gain access to the Secured Area, Landlord shall give Tenant prior notice of such emergency entry to the extent such prior notice may be reasonable under the circumstances, and if prior notice is not possible because of an emergency, the Landlord shall provide notice to Tenant as soon as is practicable thereafter.

17. Permitted Alterations. Notwithstanding any provision in this Lease to the contrary, Tenant shall provide Landlord prior written notice but shall not be required to obtain Landlord's consent with respect to any painting, decorating, or installation of carpeting within the Premises, installation or relocation of any electrical outlets within the Premises, the removal, reconfiguration, or installation of furniture including any power supply connected thereto, and/or the installation or relocation of low voltage wiring associated with any furniture, fixtures, or equipment installed within the Premises and which are not visible from the outside of the Building. In no event shall Tenant be required to provide Landlord notice in connection with any cosmetic Alterations. Landlord shall receive no fee for profit, overhead, general conditions, or supervision on any Alterations. Further, Tenant shall not be required to reimburse Landlord for out-of-pocket costs associated with any Alterations that do not require Landlord's consent. Landlord acknowledges and agrees that Tenant shall have the right to self-manage the Alterations or hire a third party of its choosing.]

18. Permitted Transfers. Notwithstanding any provision in this Lease to the contrary, Tenant may, without the consent of Landlord make the following Transfers to the following Persons (each a "Permitted Transfer" and each a "Permitted Transferee"):

(i) An assignment of this Lease to any Affiliate of Tenant which shall: (i) Control; (ii) be under the Control of; or (iii) be under common Control with Tenant. As used herein, "Control" shall mean ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation or other majority equity and control interest if not a corporation and the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities, by statute, or according to the provisions of a contract;

(ii) An assignment of this Lease to any Person with creditworthiness and net worth equal to that of Tenant at the time of the assignment;

(iii) An assignment of this Lease to any entity which is a successor to Tenant either by merger or other consolidation of Tenant;

(iv) An assignment, pledge, or leasehold mortgage on Tenant's interest in this Lease to any bank or banks or other lending institutions for the purpose of securing indebtedness;

(v) A sublease of all or some portion of the Premises to an Affiliate or subsidiary of Tenant or a Related Entity.

19. Non-liability of Tenant Parties. Except for the gross negligence and intentional misconduct of Tenant and/or any Tenant Parties (as hereinafter defined), Landlord shall indemnify and hold harmless Tenant and Tenant's officers, agents, employees, partners, successors, and assigns (collectively, the "Tenant Parties") from and against any and all claims arising from Landlord's use of the Premises, the Building, or the Building Complex, or from the conduct of Landlord's business or from any activity, work, or things done, permitted, or suffered by Landlord in, on, or about the Premises, the Building, or the Building Complex, and shall further indemnify and hold harmless the Tenant Parties from and against any and all claims arising from any breach or default in the performance of any obligation on Landlord's part to be performed under the terms of this Lease, or arising from any negligence of Landlord, the Landlord Parties, or any of Landlord's agents, contractors, or employees, and from and against all costs, attorneys' fees, expenses, and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall defend the same at Landlord's expense by counsel satisfactory to Tenant. Landlord, as a material part of the consideration to Tenant, hereby assumes all risk of damages to property or injury to persons, in, on, or about the Premises, the Building, or the Building Complex arising from any cause, and Landlord hereby waives all claims in respect thereof against any Tenant Parties.

20. Subordination, Non-Disturbance, and Attornment. Notwithstanding anything to the contrary contained herein, Landlord shall, as a condition to Tenant's subordination of this Lease, provide Tenant with an executed subordination, non-disturbance, and attornment agreement with Landlord's lender, on terms reasonably acceptable to Tenant. Upon Tenant's written request, Landlord shall execute, acknowledge, and deliver to Tenant a written statement certifying: (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating how they have been changed); (ii) that Exhibit “A” sets forth a true and complete list of all lease documents constituting the Lease; (iii) that this Lease has not been cancelled or terminated; (iv) the last date of payment of Base Rent, Additional Rent, and any other charges and the time period covered by such payment; (v) that Tenant is not in default under this Lease (or, if Tenant is claimed to be in default, stating why); (vi) that the Security Deposit being held by landlord under the Lease is __________ Dollars ($_______); (vii) that there exist no defenses, offsets, credits, deductions in rent, or claims of Tenant against the enforcement of any of the agreements, terms, covenants, or conditions of the Lease (if true); (viii) that there are no unexpired free rent periods, rent concessions, or other unpaid allowances (including, without limitation, any unpaid Tenant Improvement Allowance) owing to Tenant (if true); and (ix) such other matters as may be reasonably required by Tenant, Tenant's Permitted Transferee, or Tenant's lender. Landlord shall deliver such statement to Tenant within __________ (____) days after Tenant's request or Landlord shall be in default under this Lease. Any such statement by Landlord may be given by Tenant to any prospective assignee, subtenant, or encumbrancer of the Premises. Such assignee, subtenant, or encumbrancer may rely conclusively upon such statement as true and correct. Unless Tenant has received a written statement to the contrary within such __________ (____) day period, Tenant, and any prospective assignee, subtenant, or encumbrancer, may conclusively presume and rely upon the following facts: (A) that the terms and provisions of this Lease have not been changed except as otherwise represented by Tenant; (B) that this Lease has not been cancelled or terminated except as otherwise represented by Tenant; (C) unless provided otherwise, that not more than one (1) month's Base Rent, Additional Rent, or other charges have been paid in advance; and (D) that Tenant is not in default under the Lease. In such event, Landlord shall be estopped from denying the truth of such facts.

21. Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Tenant, that: (i) there shall be no personal liability on the part of the trustees, members, partners, shareholders, officers, directors, employees and agents of Tenant and its successors or assigns, to Landlord with respect to any of the terms, covenants, conditions and indemnities of this Lease; (ii) Landlord waives all claims, demands and causes of action against the trustees, members, partners, shareholders, officers, directors, employees and agents of Tenant and its successors or assigns in the event of any breach by Tenant of any of the terms, covenants, conditions and indemnities of this Lease to be performed by Tenant; and

(iii) Landlord shall look solely to the assets of Tenant for the satisfaction of each and every remedy of Landlord in the event of any breach by Tenant of any of the terms, covenants, conditions and indemnities of this Lease to be performed by Tenant, or any other matter in connection with this Lease or the Premises, such exculpation of liability to be absolute and without any exception whatsoever.]

22. Renewal Option.

(a) Tenant shall have the right to renew the Term of this Lease ("Renewal Option") for an additional term of ___________ (____) year(s) ("Renewal Lease Term") commencing on the day following the expiration of the Primary Lease Term, provided that each of the following occurs:

(i) Landlord receives notice of the exercise of the Renewal Option ("Initial Renewal Notice") at any time during the Primary Lease Term.

(ii) No continuing and uncured monetary Event of Default exists after the expiration of applicable notice and cure periods at the time that Tenant delivers its Initial Renewal Notice or at the time Tenant delivers its Binding Renewal Notice.

(iii) The Lease has not been assigned prior to the date Tenant delivers its Initial Renewal Notice or prior to the date Tenant delivers its Binding Renewal Notice.

(b) Rent Payable During the Renewal Lease Term.

(i) The Base Rent rate payable during the Renewal Lease Term shall equal the greater of: (i) the annual Base Rent payable immediately prior to the commencement of the Renewal Lease Term; and (ii) the then Prevailing Market Rental Rate for the Premises.

(ii) Tenant shall pay Tenant's Share of Operating Expenses and Tenant's Share of Real Estate Taxes for the Premises during the Renewal Lease Term in accordance with Article IV and Article V of this Lease.

(c) Binding Renewal Notice/Rejection Notice.

(i) Within __________ (____) days after receipt of Tenant's Initial Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises during the Renewal Lease Term. Tenant shall, within __________ (____) days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the Renewal Lease Term, either: (i) give Landlord final binding written notice ("Binding Renewal Notice") of the exercise of Tenant's Renewal Option; or

(ii) if Tenant disagrees with Landlord's determination of the applicable Base Rent for the Renewal Lease Term, provide Landlord with written notice of rejection ("Rejection Notice"). If Tenant fails to provide Landlord with either a Binding Renewal Notice or a Rejection Notice within such __________ (____)-day period, Tenant's Renewal Notice shall be null and void and of no further force and effect.

(ii) If Tenant provides Landlord with a Binding Renewal Notice, Landlord and Tenant shall enter into a Lease Renewal Amendment prepared by the Landlord upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market Rental Rate for the Premises during the Renewal Lease Term. Upon agreement, Tenant shall provide Landlord with a Binding Renewal Notice and Landlord and Tenant shall enter into the Lease Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market Rental Rate for the Premises within __________ (____) days after the date on which Tenant provides Landlord with a Rejection Notice, Landlord and Tenant agree to submit the dispute to binding Arbitration. [Notwithstanding the foregoing, Tenant shall have the right, within __________ (____) days after the final determination of Prevailing Market Rent Rate (whether by agreement of Arbitration or otherwise), to withdraw its exercise of the Renewal Lease Term ("Tenant's Withdrawal Right"). In the event Tenant so withdraws its exercise of the Renewal Lease Term, Tenant shall reimburse Landlord for its actual reasonable and documented out-of-pocket costs relative to any Arbitration promptly within __________ (____) days after receipt of an invoice therefor with the back-up documentation.]

(iii) If Tenant is entitled to and properly exercises its Renewal Option, Landlord shall prepare an amendment ("Lease Renewal Amendment") to reflect the changes in the Base Rent, the Expiration Date, and other appropriate terms [subject to Tenant's reasonable approval]. [At Landlord's option,] [T/t]he valid exercise by Tenant of the Renewal Option shall be fully effective whether or not the Lease Renewal Amendment is executed. The renewal rights of Tenant hereunder [shall not be severable from the Lease and are personal to the tenant originally named in this Lease/may be exercised by a Permitted Transferee pursuant to a Permitted Transfer as provided in Section 14.05.]

(d) Prevailing Market Rental Rate. For purposes hereof, "Prevailing Market Rental Rate" shall mean the arm's-length fair market annual rental rate under renewal leases entered into on or about the date on which the Prevailing Market Rental Rate is being determined hereunder for space comparable to the Premises in the Building Complex and in buildings comparable to the

Building and the Building Complex in the vicinity of the Building Complex. The determination of the Prevailing Market Rental Rate shall take into account any material economic differences between the terms of this Lease and any comparison…