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U.S. Government Lease for Real Property

 

The following lease is made between the between the United States of America as the Government and Ryan Companies US, INC. as the Lessor. The property leased in the contract is categorically described in item 1 of the mentioned lease. Both parties involved are expected to follow the terms and conditions stipulating that lease.

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Staodard 	FORM 	1 	FEBRUARY 	1965 	eDmON 	U.S. 	GOVERNMENT 	GENERAL 	SERVICES 	ADMINlSTRA 	TlON 	LEASE 	FOR 	REAL 	PROPERTY 	PPR 	(41CFR) 	1016.601 	
DATE 	OF 	LEASE: 	d-~;{·/lJ 	I LEASE 	NO'. 	GS·09B·02196 	
THIS 	LEASE, 	made 	and 	entered 	into 	this 	date 	between 	RYAN CO:MPANIES  US, 	INC. 	
whO'se 	address 	is: 	One 	NO'rth 	Central 	Avenue 	Suite 	1300 	Phoenix, 	AZ 	85004-4418 	
and 	whO'se 	interest 	in the 	prO'perty 	hereinafter 	described 	is that 	O'f OWNER, 	hereinafter 	called 	the 	LESSOR, 	and 	the 	UNITED 	STATES 	OF 	AMERICA, 	hereinafter 	called 	the 	GOVERNMENT: 	
WITNESSETH: 	The 	parties 	heretO' 	for 	the 	considerations 	hereinafter 	mentioned, 	covenant 	and 	agree 	as foHows: 	
I. The 	Lessor 	hereby 	leases 	to the 	Government 	the 	following 	described 	premises: 	210,202 	rentable 	square 	feet 	(r.s.f.), 	yielding 	approximately 	191,095 	ANSIIBOMA 	Office 	Area 	square 	feet 	and 	related 	space 	located 	at the 	Southeast 	comer 	of7	tb Street 	and 	Deer 	Valley 	Road, 	Phoenix, 	Arizona 	85024, 	together 	with 	405 	onsile 	parking 	spaces 	(345 	on·site, 	inside 	secured 	parking 	spaces 	and 	60 	on-site 	visitor 	parking 	spaces), 	as depicted 	on 	the 	attached 	Exhibit 	A (the 	"Site 	Plan'~, 	to be used 	for 	SUCH 	PURPOSES 	AS 	DETERMINED 	BYTHB 	GENERAL 	SERVICES 	ADMINISTRATION. 	
2. 	PARAGRAPH 	2 IS INTENTIONALLY 	OMITIED. 	
3. 	The 	Government 	shall 	pay 	the 	Lessor 	annual 	rent 	of $7,724,923.50 	at the 	rate 	of$643,743.63 	per 	month 	in arrearS. 	The 	cost 	for 	parking 	is included 	in the 	annual 	rental 	rate. 	Rent 	will 	not 	be paJd 	for 	delivery 	of any 	space 	in excess 	of 21 0,202 	rentable 	square 	feet. 	Rent 	for 	a 	lesser 	period 	shall 	be prorated 	and 	breaks 	down 	as follows: 	
n.ent 	Breakdown 	(Vran 	1 .10) 	PerRSF 	Per 	Annual Rent 	Monthly 	Rent 	ANSI/BOJ\IA 	SF 	Shell Rent  $22.27 $24.49 	$4,681,198.54 
$390,099.88 	
Operating 	Cost 	$7.00 
$7.70 $),471,414.00 	$122,617.83 	
Amortization 	ofT! 	$4.02 	$4.42 	$845,012.04 
$70,417.67 	
Amortization 	of Building-Specific 	Security 	$3.46 $3,81 	$727,298.92 	$60,608.24 	
Full 	Service 	Rent 	$36.75 	$4Q.42 	$7,724,92.l50 	$643,743.63 	
Rent 	checks 	shall 	be payable 	to: 	
Ryan 	Companies 	US, 	Inc. 	One North  Central 	Avenue 	Suite 	1300 	Phoenix, 	Arizona 	85004-4418 	
4. 	PARAGRAPH 	4 IS INTENTIONALLYOMIITED. 	
5. 	PARAGRAPH 	5 [S INTENTIONALLY 	OMITIED. 	
~ 	
EXCEmON 	ro SF'2 	APPROVED  GSAIRIMS 	lW89

6. The 	Lessor 	shall 	furnish 	to the 	Government 	as part 	of the 	rental 	consideration, 	the 	following: 	
A. 	The 	parking space(s) 	described 	in Paragraph 	I and 	parking 	spaces 	required 	by 	local 	code. 	
B. 	All 	labor, 	materials, 	equipment, 	design, 	professional 	fees, 	permit 	fees, 	inspection 	fees, 	utilities, 	construction 	drawings 	(including, 	without 	limitation, 	plans 	and 	specifications),  construction 	costs 	and 	services 	and 	all 	other similar 	costs 	and 	expense:; 	associated 	with 	making 	the 	space, 	common 	areas, 	and 	related 	facilities 	ready 	for 	occupancy 	in accordance 	with 	the 	requirements 	ofUlis 	lease 	and 	the 	Government's 	approved 	Design 	Intent 	Drawings. 	All 	cost 	associated 	with 	services, 	utilities, 	maintenance, 	repair, 	replacement, 	inspections, 	improvements 	and 	other 	requirements 	as required 	by 	the 	Solicitation 	For 	Offers 	No. 	LAZ02196 	and 	its attachments. 	
C. 	Adequate 	space 	for 	telecommunications 	antennae 	and 	transmission 	devices 	in accordance 	with 	Paragraph 	entitled, 	"Telecommunications: 	Local 	Exchange 	Access," 	of the 	Solicitation 	for 	Offers. 	
7. 	The 	following 	are 	attached 	and 	made 	a part 	hereof: 	
All 	terms, 	conditions, 	and 	obligations  ofthe 	Lessor 	and 	the 	Government 	as set 	forth 	in the 	following: 	
a) 	The 	Solicitation 	For 	Offers 	Number 	LAZ02196 	(pages 	1-70) 	(all 	references 	to SFO 	shall 	also 	refer 	to any 	Special 	Requirements 	and 	Amendments); 	
b) 	Agency 	Program 	of Requirements 	(POR) 	(pages 	1-(41) 	and 	Room 	Data 	Matrix 	(pages 	1-8); 	
c) 	Amendment 	Number 	1 (pages 	I-II), 	Amendment 	Number  2 	(page 	I), Amendment 	Number 	3 (page 	1), 	Amendment 	Number 	4 (Pages 	1-	9); 	
d) 	GSA 	Form 	3517 	(pages 	1-33); 	
e) 	GSA 	Form 	3518 	(pages 	1-7); 	
f) 	Assignable 	Purchase 	Option (pages 	1-15); 	
g) 	Best 	and 	Pinal 	Technical 	Offer 	Submitted 	on 	January 	15,20 I 	OJ 	
h) 	Sheet 	no. 	1·5 	containing  Paragraphs 	9·31; 	Unit 	Price 	Sheet 	
i) 	Subcontracting 	Plan; 	
j) 	Davis 	Bacon 	Wages; 	Current 	Schedule 	
k) 	Site 	Plan, 	"Exhibit 	A, " (pages 	1-2); 	
I) 	Fitness Equipment 	(Exhibit 	B) 	
m) 	Project 	Schedule 	
8. The 	following 	changes 	were 	made 	in this 	lease 	prior 	to its execution: 	
Paragraphs 	2, 4 and 	5 oftbis 	STANDARD 	FORM 	2 were 	deleted 	in their 	entirety. 	Paragraphs 	9 through 	31 	have 	been 	added. 	
IN WITNESS 	WHEREOF, 	the 	parties 	hereto 	have 	hereunto 	subscribed 	their 	names 	as of the 	date 	first 	above 	written. 	
(Signature) 	
MA~A 	LEIGH 	GILMARTIN 	Notary  PUblio 	• ArIzona 	MarIcopa  Counly 	• 	MyComm.ExpfresJlJI'l21.2011 	
One 	North 	Central 	Ave.H1300. 	Phoenix,AZ 	85004 	
(Address) 	
~~CES 	ADMINISTRATION,  Public Buildings 	Service: 	
CONTRACTING 	OFFICER, 	GSA 	. /0 	
STANDARD 	FORM 	Z 	FEBRUARY 	1965 	EDITION  EXCEPT10N 	TO 	sn 	APPROVED

SHEET 	NUMBER 	1 ATIACHED 	TO 	AND 	FORMING 	A PART 	OF 	LEASE 	NO. 	G3-09:8-02196 	
9. 	TO 	HAVE 	AND 	TO 	HOLD 	the  Premises  with their  appurtenances 	for 	the tenn  beginning  on the  day 
the  space 	
is acoepted  by the  Government 	as 	complete  and ready 	for 	occupancy  through the following 
twenty 	
(20) 	year  term  in accordance 	with 	the 	Paragraph 	entitled 	"Acceptance 	of 	Space" 	herein,  subject 
to  termination  rights 	
as 	may 	be 	hereinafter set 	forth. 	
10. 	All rentable  space will be located  in a single-tenant,  standalone building. The Government  will have 
exclusive  use ofthe  site 	
and 	buildings.  The 	Office 	Building and 	Annex 	Facility will be surrounded  by 
a  perimeter  vehicle barrier that 	
is inside the property  line 	and 	is a minimum 	of 	ioo 	feet, 	° inches 	from 	
the  nearest 	fayade 	of 	the 	bUilding. 	
11. 	The  Lessor  will provide  25% contiguous  expansion space in increments 	of 	15,000 	net  rentable  office 
and  related  space. 	
12. 	The Lessor  will provide  direct controlled  pedestrian  access into the building 	from 	the  street/sidewalk. 
The  Lessor  will provide 	
one 	Pedestrian  Screening Facility (pSF) 	at the 	site entrance. 	
13. 	The  Daily  Delay  rate for compensation 	of 	the 	Lessor  for Government  caused 	delays 	in accordance 
with  paragraph 	
3.3 	D.D 	of 	the 	SFO 	is established 	as 	Five  Thousand  dollars 	($5;000.00)  per 	day for 
delays  occurring  prior to commencement 	
of 	construction  and 	Nine 	Thousand dollars 	($9,000.00) 	for 
delays  after commencement 	
of 	construction.  The parties 	have"agreed 	that 	the 	same  rates shall apply 
for  the 	
puzpose 	of 	compensating 	the 	Government  for delays  that 	the 	Lessor 	is responsible  for under 
this 	
Lease. 	Recovery 	of 	such 	sums 	shall 	be 	the  only  compensation  for 	delay; 	provided however,  that 
this  provision  shall not limit  the Governments  entitlement 	
to 	compensation  in the  event  that this lease 
is  terminated  pursuant 	
to 	the Default  in Delivery  provision' 	of 	this 	Lease. 	
14. 	The Government 	will 	assign  the 	"Assignable  Purchase 	Option" agreement 	to 	the 	Lessor and the Lessor 
must  purchase  the site  within 	
90 	days 	after  award 	of 	the lease  and in accordance  with the 	att~ched 	
Assignable 	Option 	Agreement.  The Lessor  will obtain  ''Fee 	Simple  Interest" 	of 	the 	site 	and 	maintain 
that  interest  for no less  than  one 	
year. 	
15. 	The 	"Continuing  Purchase Option" 	in Section/1.8  A 	ofthe 	SFO 	has 	been deleted  in 	its 	entirety 	and the 
Government  will 	
not 	have the right  to purchase  the building  during 	the 	finn 	tean 	of 	the lease. 	" 	
16. 	The  Lessor  shall provide'four  separate buildings:  A 5-story 	Main 	Office 	Building  (159,353  net usable 
square  feet), The Annex  Facility 	
(30,830 	net usable  square 	feet), 	The 	Pedestrian 	Screening  Facility 	
(912 	net usable  square 	feet) 	and a Parking 	Structure. 	
17. 	Any  requested  change order after award  will have  the Lessor's administrative  mark 	up 	for General 
Conditions,  including but 	
not 	limited 	to 	the 	General Contractor's 	fee, 	Architectural/Engineering 	fees 	
and Lessor's 	Project 	Management 	fee, 	which  will total 	•. 	In 	no 	event  will 	this 	mark up 	fee 	exceed 	
•• 	
18. 	The 	Lessor  will provide  one 	full~time 	Assistant 	Property 	Manager 	and 	a full-time  Building  Engineer 
that  will 	
be 	housed 	in 	the 	main  office  building, 	at 	a room  location 	to 	be determined 	in 	the  future. 
These  employees  will be present  during nonnal  working  hours 	
and 	will 	be accessible 	24 	hours  a 	day, 	7 	
days 	a week. 	
Initials: 	~ 	__ 	&~ 	
Les-sor 	Governtnent

SHEET 	NUMBER 	2 ATTACHED 	TO 	AND 	FORMING 	APART 	OF 	LEASE 	NO. 	GS..Q9B·02196 	
19. 	The Lessor 	will 	provide, 	at 	no 	additional  cost 	to 	the Government,  fitness equipment  totaling 	$75,000 	
in 	value and a marble  and granite 	FBI 	emblem/seal 	to 	be 	instal1ed 	in 	the 	floor 	of 	the 	main  lobby 	of 	the 
Office  Building  totaling 	
$25,000 	in 	value (itemized  in 	the 	attached Exhibit 	B). 	
20. 	Lessor will ensure  that 	any 	site cast  precast  concrete  will meet  the following  standards: 	
A. 	DesignStandards: 	ACI301 	and 	ACI318 	
B. 	Quality Control Standard: 	TeA 	Specification 	3470 	
21. 	TAX 	ADJUSTMENT: 	Pursuant 	to 	Paragraph  4.4, 	"Tax Adjustment," 	for purposes  of 	tax 	escalation,  the 	
Govenunent 	occupies 	210,202 	rentable square  feet 	(100% 	occupancy). 	
22. 	OPERATING  COST: 	Pursuant 	to 	Paragraph 	4.6, 	"Operating Costs", 	the base  rate 	for 	purposes 	of 	
operating  cost escalation  is established  at 	$7.00 	per rentable  square foot per 	annum. 	
23. 	ADJUSTMENT  FOR 	VACANT 	PREMISES: 	Pursuant 	to Paragraph 	4.14, 	"Adjustment for 	Vacant 
Premises", 	
in 	the 	event 	of 	the  Govenunent  vacating in whole  or 	in 	part prior 	to 	lease  expiration,  the 
rental 	
will 	be 	reduced  by $3.15  per rentable  square 	foot 	per annum  for operating  expenses.  The 
Adjustment 	
for 	Vacant  Premises  rate shall 	be 	escalated 	annually 	based  upon 	Paragraph 	4.6, 	
"Operating  Costs." 	
24. 	OVERTIME  USAGE: 	Pursuant 	to 	Paragraph 	8.4, 	"Overtime Usage", 	upon request 	by 	the GSA  Field 
Office  Manager,  the Lessor  shall provide  heating,  ventilation,  and air-conditioning 
(HV 	AC)  at any 
time  beyond  nonnal service  hours 	
(7:00 	a.m. 	-6:00  p.m., 	Monday  through Friday, and except  Federal 
Holidays 	
(''Nanna! 	Hours"), 	at  a rate 	of$225.00 	per 	hour  per floor.  The Lessor  will not charge  the 
Government 	
if Lessor  otherwise  provides these services 	to 	other building  tenants during the 
Government's  overtime hours. Any overtime  usage must be approved  in advance 	
by 	the 	Government. 
For  the hours 	
of 	Over 	Time  approved 	and 	used. 	The Lessor  must submit  a proper  invoice  quarterly  to 
GSA  Building  Manager  Elaine Grimstrud  at 	
401 	West 	Washington  Street, 	Room 	180, 	Phoenix, 	AZ 	
85003, 	to 	receive payment. 	
25. 24 	HOUR 	ROOMS: 	The  Overtime 	Usage 	rate specified  above shall not apply 	to 	any  portion 	of 	the 
Premises  that 	
is required 	to 	have heating 	and 	cooling 	24 	hours  per day 	as 	specified  by 	the 	Lease. The 
charges  for heating 	
and 	cooling  ofthese  areas shall be provided 	at 	the  rate 	of 	$0.00 	per hour  after 	
"Nonnal  Hours". 	
26. 	CONSTRUCTION  SCHEDULE: 
A. 	Within 	30 	days 	after award 	of 	the lease  contract, 	tIle 	Lessor 	Sllal1 	submit 	to 	the 	Contracting 	Officer 
a  tentative  construction  schedule. Within 	
60 	days 	after 	award 	of 	the lease, 	the 	fmalized  scheduled 
shall 	
be 	submitted 	to 	the 	Contracting 	Officer. 	
B. 	The 	Lessor shall  complete 	all 	Tenant Improvements 	in 	accordance  with 	1) 	the 	Government 
reviewed  working/construction  drawings 	
and 	2) 	all 	tenns 	and 	conditions 	of 	the 	SFO 	and 	POR. 	
C. 	30 	days 	prior 	to 	the 	completion 	of 	the 	interior construction, 	the 	Lessor shall issue  written  notice 	to 	
the 	Government 	to inspect 	the 	space. 	The 	Government  shall have 	30 	working 	days 	to inspect 	and 	
to 	either 	accept  or 	rej~ct 	the 	space. 	
Initials: 	r\J-, 	& 	'\M> 	
~ 	Government

SHEET 	NUMBER 	3 ATTACHED 	TO 	AND 	FORMING 	A PART 	OF 	LEASE 	NO. 	GS-09B-02196 	
D. 	The 	entire 	Office 	Building, 	Annex 	Facility 	and 	Parking Structure 	must 	be 	completed 	and 	ready 	for 	
occupancy 	by 	March 	2012. 	The 	actual move-in 	will 	take 	place 	on 	a phase 	occupancy 	basis, 
between  March 	
2012 	and 	April 	2012. 	. 	
 	
27. 	UNAUTHORIZED  IMPROVEMENTS: 	All 	questions pertaining 	to 	this 	lease agreement  shall 	be 	referred 	
in 	writing 	to 	the General 	Services 	Administration  Contracting Officer. This contract 	is between 	GSA 	
and 	the 	Lessor. 	GSA 	assumes  no financial  responsibility 	for 	any 	cost incurred  by 	the 	Lessor except 	as 	
provided  by the 	tenns 	of 	the 	lease  agreement  or authorized 	in 	writing  by the 	GSA 	Contracting 	Officer. 	
If 	Lessor  delivers  space 	with 	improvements 	not 	authorized 	01" 	requested  in writing 	by 	the 	GSA 	
Contracting  Officer, then Lessor  shall not 	be 	entitled  to compensation. 	
28. 	Wherever 	the 	words 	"Offeror",  "Lessor" 	or 	"successful  offeror" 	appear 	in 	this 	Lease, 	they shall  be 
deemed 	
to 	mean 	"Lessor"; 	wherever 	the 	words 	"solicitation",  "Solicitation 	for 	Offers", 	or 	"SFO" 	
appear in this  Lease, 	they 	shall  be 	deemed 	to 	mean 	"this 	Lease"; 	wherever 	the 	words 	"space 	offered 	
for 	lease" 	appear 	in 	this 	Lease, 	they shall 	be 	deemed 	to 	mean  ''Premises''. 	
29. 	WAIVER 	OF 	RESTORATroN~ 	The Lessor  hereby waives, 	releases 	and 	discharges, 	and 	forever 	
relinquishes 	any 	right 	to make 	a claim against 	the 	Government 	for 	waste, 	damages, 	or restoration 
arising 	
from 	or 	related 	to 	(a) 	the  Government's  nonnal 	and 	customary use 	of 	the leased premises 
during 	
the 	tenn 	of 	the 	lease 	(including 	any 	extensions 	thereof), 	as 	well 	as 	(b) 	any 	initial  or subsequent 
alteration 	
to 	the 	leased  premises,  including  cabling, 	or 	removal thereof, during 	the 	term 	of 	this 	lease 
(including 	
any 	extensions  thereof), 	where 	such alterations  or removals 	are 	perfonned 	by 	the 	Lessor  or 
by  the 	
Government 	with 	the  Lessor's  consent,  which 	shall 	not 	be 	unreasonably  withheld. 	The 	
Government 	may, 	at 	its 	sale option, 	abandon 	property  in 	the 	leased space 	following 	expiration 	of 	the 
Lease, 	
in 	which 	case 	the 	property 	will 	become  the property 	of 	the 	Lessor  and 	the 	Govemmen~ 	will be 
relieved  of 	
any 	liability 	in 	connection  therewith. 	
30. 	COMMISSION 	AND 	COMMISSION 	CREDIT: 	
The 	Lessor 	and 	the 	Broker have 	agreed 	to 	a cooperating 	lease 	commission  of 	5 % 	for 	lease 	years 	1-5, 	
2.5% 	for 	lease 	years 	6-10 	and 	1% 	for 	lease 	years 	11-20 	of 	the 	finn 	term 	value 	of 	this 	lease. 	The total 
amount  of the  commission 	
is $3,594,454.00.  The 	Lessor 	shall 	pay 	the 	Broker 	no 	additional 
commissions  associated 	
with 	this 	lease transaction. 	In 	accordance 	with 	the 	"Broker 	Commission 	and 	
Commission 	Credit" 	paragraph,  the Broker 	has 	agreed 	to 	forego 	30% 	of 	the 	commission  that 	it is 
entitled 	
to 	receive 	in 	connection  with 	this 	lease 	transaction 	("Commission  Credit"). 	The 	Commission 
Credit 	
is $1,078,336.20. 	The  Lessor 	agrees 	to 	pay 	the 	Commission 	less 	the 	Commission  Credit 	to 	the 	
Broker 	in 	accordance 	with 	the 	"Broker 	COl11l1Ussion 	and 	Commission 	Credit" paragraph 	in 	the 	SFO 	
attached 	to 	and 	fonning 	a part of this 	lease. 	
Notwithstanding  Paragraph 	3 of 	this 	Standard 	Form 	2, 	the shell  rental  payments 	due 	and 	owing 	under 	
this 	lease shall 	be 	reduced 	to 	fully 	recapture 	this 	Commission 	Credit. 	The 	reduction 	in 	shell 	rent shall 	
commence 	with 	the 	first 	month 	of the 	rental 	payments 	and 	continue 	as 	indicated  in 	this 	schedule 	for 	
adj 	usted 	Monthly 	Rent: 	
First Month's 	Rental 	Payment 	$643,743.63 	tninus 	prorated  Commission  Credit 	of$390,099.88  equals 	
$253,643.75 	adjusted 	First Month's 	Rent 	XL--., 	
Initials:~& 	~) 	Lessor 	Government

SHEET 	NUMBER 	4 ATTACHED 	TO 	AND 	FORMING 	A PART 	OF 	LEASE 	NO. 	GS-09B-02196 	
Second 	Month's 	Rental Payment  $643,743.63 	minus 	prorated 	Commission  Credit 0[$390,099.88 	
equals 	$253,643.75  adjusted Second Month's 	Rent 	
Third Month's 	Rental 	Payment 	$643,743.63 	minus 	prorated 	Commission 	Credit 	of$298,136.44 	equals 	
$345,607.18 	adjusted 	Third 	Month's  Rent 	
31. 	Pursuant 	to 	Paragraph 	4.2, 	"Unit 	Costs 	for 	Adjustments", 	the 	fo11owing 	negotiated 	amounts 	may be 
used,  during 	
the 	first 	year ofthe  lease 	to 	price alterations  costing 	$100,000 	or 	less. 	These 	prices 	may 	
be indexed 	or 	renegotiated 	to 	apply 	to 	subsequent 	years 	of 	the 	lease 	upon 	mutual 	agreement 	of 	the 
Lessor 	
and 	the 	Government. 	
a27~ 	Initials:'·, 	& 	~ 	
Lessor 	Government

SHEET 	NUMBER 	5 AIT 	ACHED 	TO 	AND 	FORMING 	A PART 	OF 	LEASE 	NO. 	GS-09B-02196 	
JnItJ~s:~& 	tW 	Lessor Government
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