UMass RFP for lease of classroom, administrative and research space in Springfield,

8/22/2019 UMass RFP for lease of classroom, administrative and research space in Springfield,

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UNIVERSITY OF MASSACHUSETTS BUILDING AUTHORITY

REQUEST FOR PROPOSALS FOR

LEASE OF CLASSROOM, ADMINISTRATIVE AND RESEARCH SPACEIN SPRINGFIELD, MA

August 5, 2013


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NOTICE OF REQUEST FOR PROPOSALSThe University of Massachusetts Building Authority (UMBA) is requesting sealed bid proposals forthe Lease of Classroom, Administrative and Research Space. The space will be used as classrooms,administrative space, research space and associated services for various University of Massachusetts(the University)programs in downtown Springfield, Massachusetts. The space will also includefaculty offices, a student lounge/reception area and a small kitchenette.

Sealed proposals shall be submitted to the University of Massachusetts Building Authority, in care ofKatherine P. Craven, Executive Director, 225 Franklin Street, 1 2 th Floor, Boston, MA 02110, sothat they are received by 2:00 p.m. on September 3, 2013. Any bid received after the time and datespecified will not be considered.

Each Proposal must be enclosed in a sealed envelope clearly endorsed with the name and address of theRespondent, Title and Contract Number. Bid documents will be available on the UMBA website byvisiting http://www.umassba.net orby contacting Mary Kaitlin McSally, General Counsel [email protected]. Messenger and other type of pick-up and delivery services are the agent ofthe Respondent and the UMBA assumes no responsibility for delivery or receipt of the documents.

PART I GENERAL INFORMATION

The UMBA is an independent body politic and corporate and an authority of the Commonwealth of

Massachusetts created by and existing under Chapter 773 of the Acts of 1960, as amended (the

Enabling Act).

The UMBA is created for the general purposes of aiding and contributing to the performance of the

educational and other purposes of the University of Massachusetts (University), by providing

residence halls, dining commons and other buildings and structures for the use of the University, its

students, staff and their dependents and certain approved organizations. The Authority serves the

University of Massachusetts, which is comprised of five campuses at Amherst, Boston, Dartmouth,

Lowell, and the Medical School in Worcester.

The UMBA consists of eleven (11) members, five of whom are Trustees of the University of

Massachusetts and all of whom are appointed by the Governor.

In the exercise of its powers and performance of duties under the UMBAs Enabling Act, the UMBA

has certain general and specific powers relative to the financing and construction of capital projects and

the acquisition and disposition of real and personal property for the benefit of the University. Upon

approval by the University Board of Trustees and UMBA Board of Directors as provided in the

Enabling Act, such powers include but are not limited to authorization to acquire real and personal

property by lease, purchase.

All terms, conditions, requirements, and procedures included in this RFP must be met for a Response tobe determined responsive. If a Respondent fails to meet any material term, condition, requirement orprocedure, its Response may be deemed unresponsive and disqualified.

Unless otherwise specified in this RFP all communications, responses, and documentation must be inEnglish, all measurements must be provided in feet, inches, and pounds and all cost proposals or


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figures in U.S. Currency. All Responses must be submitted in accordance with the specific terms of thisRFP. No electronic Responses may be submitted in response to this RFP.

Respondents are prohibited from communicating directly with any employee of the UMBA except asspecified in this RFP, and no other individual. No UMBA employee or representative is authorized toprovide any information or respond to any question or inquiry concerning this RFP, except as specifiedin this RFP. Respondents may contact the UMBA if this RFP is incomplete.

All responses and information submitted in response to this RFP are subject to the MassachusettsPublic Records Law, M.G.L., Chapter 66, Section 10, and Chapter 4, Section 7, Subsection 26,regarding public access to such documents. Any statements reserving any confidentiality or privacyrights in submitted Responses or otherwise inconsistent with these statutes will be void anddisregarded.

The UMBA makes no guarantee that any lease award will be made as a result of this RFP. Any leaseagreement will be subject to funding availability. The goal of this RFP is to award this contract to theresponsible person offering the most suitable space at the lowest cost. All Responses must be presentedusing the same numbering and ordering sequence used in this RFP or as otherwise specified.

Respondents may not alter (manually or electronically) the RFP language or any RFP component files.Modifications to the body this RFP, specifications, terms and conditions, or which change the intent ofthis RFP are prohibited. Any unauthorized modifications may disqualify a Response.

PART II SPECIFICATIONSThe UMBA is seeking proposals for approximately 25,000 square feet, with the option to expand byanother 25,000 square feet at a later date, of leased space suitable for administrative, classroom,including potential clinical space for a nursing program, research, and related uses. The space shall beready by January, 2014. The space shall be in downtown Springfield, with onsite parking, andpreferably within walking distance of the train and bus stations, and within the area of interest indicatedin Appendix A.

The space will be used for various University programs and will include classrooms, facultyoffices, a multi-purpose area for reception and student lounge, and a small kitchenette. Classes will takeplace Mondays through Saturdays, between 7:30 am and 10:30 pm.

Space must be handicap accessible, conforming to all relevant Federal, State and Local Regulations.The building premises must comply with building codes for life safety including, but not limited to,egress, fire escapes, fire extinguishers, exit diagrams, exit signs, emergency lighting and alarm systems.

2.1 Landlord:

Please provide the name of the Building Landlord and clearly identify the controlling entities of the

Landlord.

2.2 Tenant:The University of Massachusetts Building Authority (UMBA).

2.3 Building:Please specify the name and address of the Building and provide detailed information about theBuilding, including age, size, number of floors, other tenants (if any), parking, building systems(including specifics on HVAC systems, controls and capacities), floor plans, amenities, etc.


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2.4 Premises:Space should be approximately 25,000 rentable square feet (rsf) of space and also be able toaccommodate another 25,000 rsf at a later date. The preference is for contiguous space on one or morefloors, providing the premises is suitable to create an appropriate academic environment. There is alsoa preference for the opportunity for the space to include street-level access for potential retail presenceand branding signage. Proposals should indicate potential for the Landlord to provide space as early aspossible in the building (which does not necessarily need to be in the space to be improved), for

University marketing purposes. Please confirm that the measurement of the Premises is consistent withBuilding Owners and Managers Association (BOMA) standards.

2.5 Term:Three (3) years with two 1-year options. Attached is a sample copy of the UMBA Lease; anyobjection to any clauses must be addressed in the response to this RFP.

2.6 Lease Commencement:The lease shall commence upon Tenants occupancy of the Premises.

2.7 Rent Commencement:

Tenant expects Rent will commence at the occupancy for Tenants intended use.

2.8 Base Rental Rate:Please provide the most aggressive base rental rate for the full term. The base rental rate should alsocover the 2 renewal terms. Tenant requests that rent will be quoted on a Full y Grossbasis withoutadditional charges for annual operating expenses, insurance, and tax escalations. Tenant requests thatLandlords proposal include the cost of (i) bi-annual (once every two years) painting of theclassroom/common space and (ii) annual carpet shampooing of any student areas and offices.

2.9 Permitted Use:Tenant shall have the right to use and occupy the Premises for classroom, educational and

administrative office purposes.

2.10 Zoning:Please confirm that classroom and educational uses are permitted under local zoning and provide anymaterials that support this conclusion. Tenant will require a zoning representation and warranty in anyLease regarding the Permitted Uses. Landlord shall be required to get all permits required toaccommodate this lease for the UMBA at no cost to the UMBA. The Landlord must state the period oftime needed to have zoning changed if needed.

2.11 Security Deposit:None.

2.12 Tenant Improvements:Please include the cost of Landlords turnkey construction of Tenants Premises. Such costs shouldbe on a per square foot basis, and include any landlord contribution to the cost of construction.

Landlord shall build the Premises to Tenants specifications, which shall be consistent with goodquality standards and include classroom spaces for larger and smaller groups, technology infrastructuresuch as conduit with power and data supporting ceiling mounted projectors, drop down screens andelectronic whiteboards in all classrooms, a kitchenette area with sink and space for microwave oven


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and refrigerator, administrative office space as directed by Tenant, a lobby/breakout area toaccommodate up to 40 people suitable for reception, student use before or after class and for periodicopen houses.

Tenant also requests that Landlord provide an allowance to be negotiated per rentable square foot forTenants furniture, tel/data wiring, IT infrastructure and security system as part of the turnkey

solution. Landlord will supply power to the wall and ceilings of each classroom for LCD projectors and

podiums. Conduit and power from the wall to the ceiling will also be provided by the Landlord.

All tel/data wiring must be terminated in a locked location on patch panels in a rack. This closet will becapable of Comcast or equivalent ISP service and/or phone provider service. It shall have adequatelighting, ventilation, and have a quad electrical outlet. Tenant shall be given access and keys to thisspace.

Each proposed faculty member will be given two (2) terminated network cables appropriate to theirdesk location. Each classroom will be given four (4) terminated network cables located at the front ofthe classroom and one (1) wireless access point network cable (location to be approved by Tenant). Allterminated network cables will be standard category 6 cabling and each jack and patch panel

termination will be labeled with P-touch or equivalent device.

Tenant requests that Landlord provide, as part of their response to the bid, their proposal to support ITRelated issues (e.g. phone, audio/visual, network and wireless).

Landlord, at its expense, shall be responsible for demising the Premises from Landlords other space(i.e. any common stairs, code-compliant entrances/egress/hallways, etc.).

Landlord should indicate whether bathroom facilities will be shared with other users in the building ornot.

2.13 Architect/Contractor:Tenant shall have the right to approve the architect and general contractor who will ultimately contractdirectly with Landlord. Landlord shall not receive a construction oversight fee on any initial or futureimprovements.

2.14 Electrical/Utilities:Please provide information on how Tenant will be billed, if at all, for electricity and other utilitycharges and which electrical/utility costs are included in Base Rent (e.g. HVAC) versus paid by theTenant (lights/plugs). In addition, please provide information on electrical capacity. Landlord shall beresponsible for any costs to sub-meter or check-meter the Premises.

2.15 Maintenance:Landlord shall be responsible for regular building maintenance services, including trash collection,recycling, pest control, housekeeping, as well as regular maintenance and repair of the building and itssystems. Snow removal will also be the responsibility of the Landlord.

2.16 After-hours HVAC:Tenant requires the ability to control its after-hours HVAC for evening and weekend use. Pleaseconfirm this is at no additional cost to Tenant and what existing or proposed building system will beutilized to provide such service in all student and faculty areas.


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2.17 Right of First Offer to Lease:

Tenant requests an ongoing right of first offer for any space contiguous to the Premises. Tenantrequests that any such space be offered on the same terms and conditions as the initial Premises,including rent, term, extension options, condition, etc. There shall be a re-offer provision if Tenantpasses on the option and the contiguous space is not leased within 6 months. Additional specifics ofthese rights shall be negotiated in the lease.

2.18 Roof Rights/Tele-communications:

Tenant shall be permitted to install communications equipment on the roof with access from thePremises to the equipment and to tele-communications service in the street via conduits at noadditional charge. Tenant shall provide Landlord with the specifications of this equipment.

2.19 Parking:

The lease shall provide available parking to Tenant as part of the Premises and shall specify the cost forsuch spaces. Onsite parking is strongly preferred by Tenant. Responses to the RFP shall also specifyany nearby publicly available parking with current fees or rates, quantity, and hours of operations.Tenant is interested in maximizing its access to parking spaces for students, faculty and visitors. Please

specify any validation programs that may be available.

2.20 Signage:The University will require significant exterior signage at its entrance and other advantageous locationson the exterior of the building, if available, and interior signage including in the Buildings lobby andon floors where space is leased identifying the Building as part of the Universitys campus. Pleaseindicate what exterior Building signage may also be available.

2.21 Building Condition:

Landlord shall warrant to the UMBA that (i) there are no existing or latent construction defects in theBuilding or Premises, (ii) all equipment, machinery and facilities, including without limitation HVAC,

plumbing, and electrical systems used in connection with the operation of the Building and Premisesare, and will be as of the Commencement Date, in good working condition, and (iii) the Premises andBuilding are and shall continue to be in compliance with all applicable laws, ordinances, andregulations. Landlord shall provide Tenant with a certificate of occupancy as a condition to substantialcompletion of Landlord improvements.

2.22 Separate Entrance and Restrooms:Please identify any possibilities for a separate entrance and restroom facilities that Tenants students,faculty and visitors can use on an exclusive basis, including appropriate signage.

2.23 Security & Life Safety:

Please provide a brief description of the building security and life safety systems.

2.24 Access:Tenant shall have 24 hours per day, seven days per week, 52 weeks per year access to its Premises andparking spaces. Tenant and Landlord will work to coordinate an on-site access/security system thatintegrates with Tenants existing system. Please state the Building hours of operation and holidayschedule and how student and staff access canbe facilitated during off-hours.

2.25 Public Transportation:


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Please indicate public transportation available near the Building, walking distances, and routes to thetrain and bus stations.

2.26 Cafeteria and Other Amenities:Please identify whether Building has an on-site cafeteria and what other amenities are available.Please specify there would be no restrictions for use by Tenants students, faculty and visitors.

2.27 Assignment and Subleasing:Tenant shall be entitled, upon notice, to assign or sublet the Premises or a portion thereof, to anyparent, subsidiary, or affiliate of or other entity related to Tenant, provided that such assignment orsublet shall not relieve Tenant of its liability under the Lease. Additionally, Tenant may assign thisLease or any estate or interest therein, or sublet the leased Premises or any part thereof with the priorwritten consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Anyprofits from such subletting shall be retained by Tenant.

2.28 Environmental:Landlord shall represent and warrant to the Tenant that upon its occupancy the Premises will notcontain asbestos or any asbestos-containing materials and is in full compliance with all applicable local,

state and federal laws, rules and regulations governing hazardous, toxic, dangerous or otherwiseregulated substances, wastes or materials.

Please provide copies of all environmental studies and reports completed on the Building, Lot orPremises.

2.29 ADA/MAAB Compliance:Landlord shall represent and warrant that upon occupancy by the University, the Building, Lot andPremises will comply with the Americans with Disabilities Act and the regulations promulgatedthereunder and with all other applicable laws and rules governing access to and use of facilities bypeople with disabilities, including the Massachusetts Architectural Access Board regulations.

2.30 Self Help:

In the event the Landlord fails to perform any of its services or maintenance within the Premises,Tenant shall have the right to perform such maintenance or service and charge the Landlord.Additionally, Tenant may offset the associated costs against rent if Landlord does not pay Tenantscosts for self-help expenditures.

2.31 S.N.D.A.:

Tenant will require Subordination, Non-Disturbance and Attornment agreements from the Landlordand any current Lenders and or Land Lessors as a condition of lease signing. In addition, Tenant willrequire S.N.D.A. agreements from any future Lenders and or Land Lessors in a form satisfactory to

Tenant at lease signing.

2.32 Notice of Lease:Tenant will require a Notice of Lease recorded at the time of lease signing.

2.33 Site Visit:UMBA and University staff may conduct site visits promptly for each competitive proposal to verifythe information in the proposal and to facilitate detailed evaluation of the proposed site. The proposeror knowledgeable representative of the proposer must be present at the site visit.


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2.34 Evaluation Criteria:

Proposals will be evaluated for conformity to the requirements listed above and the following criteria:1. Location within the area of interest indicated in Appendix A2. Proximity to the Springfield train and bus stations3. Ability to meet the programmatic needs of the UMBA4. Ability to meet the UMBAs schedule, including complete fit-out for occupancy no later than

January, 20145. Ability to meet the UMBAs programmatic and other goals in a cost-effective manner6. Ability to provide parking in a dedicated facility or in a public facility nearby7. Ability to provide safe and secure access to the space from parking, train, and bus8. Ability to provide high quality space which may include natural light

2.35 Review and Execution of the Lease:

Landlord (s) will sign the Lease (s) and submit to the UMBA for full execution. No lease is bindinguntil it has been fully executed by the UMBA. A draft of the lease is attached herein for your thoroughreview.

PART III PROPOSAL TERMS AND CONDITIONS

3.1 RFP Schedule of Dates:Issue RFP: August 5, 2013Question & Answer Period: August 14, 2013Proposals due: September 5, 2013Evaluation & site visits: September, 2013Expected Award: mid-October, 2013Ready for Occupancy: January, 2014

3.2 RFP Required Response and Date:

Proposals must be submitted by no later than 2:00 p.m. EST September 5, 2013. The clock at theUMBA is the official clock. Please address submissions to:

Katherine CravenExecutive Director

UMBA of Massachusetts Building Authority225 Franklin Street, 12th Floor

Boston, MA 02110

MARK SUBMITTAL: Lease of Classroom SpaceRFP UMBA-13-CL-Lease3.3 UMBA Contact:All Questions should be submitted electronically via email no later than 5 p.m. on August 14,2013 and directed ONLY to:

Mary Kaitlin McSallyGeneral Counsel

[email protected]

The email subject line must read: UMBA-13-CL-Lease. The response to questions shall be issued byAugust 21, 2013. The UMBA will not be responsible for computer, server, internet or any technical
mailto:[email protected]:[email protected]:[email protected]


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problems, errors, delivery delays, or failures beyond its physical control. Respondents are advised tosend their questions prior to the deadline. In the event that the UMBA is closed (in cases of inclementweather or other emergency) at the time that a bid is due, the bid will be opened at the same time on thenext day that the UMBA is open.

3.4 Disclaimer:

The UMBA reserves the right to reject any and all bids and to adapt the project's specifications based

on information received in the course of this negotiation. Information in the proposal deemedproprietary by the vendor should be specifically identified, and will be kept in confidence. The UMBAwill not be responsible for any costs incurred by a vendor in the preparation and/or production of aproposal. The UMBA may cancel this proposal at any time under any condition.

3.5 Selection and Notice:

1. Awards shall be let to the proposer who, the UMBA, in its opinion, deems responsive andresponsible taking into consideration the reliability of the proposer, the qualities of serviceand products to be supplied, and their conformity with the requirements and the purposes ofwhich required. While considered, pricing will not be the main factor in selection.

2. The UMBA reserves the right to conduct interviews with finalist firms and to reject any and

all proposals, to omit an item or items, or to accept any proposal deemed to be in the bestinterest of the UMBA.

3. The UMBA will notify the selected proposer of its decision and will be prepared to enter intoa standard UMBA contract and/or lease immediately upon selection and notification that theoffer to engage is accepted by the vendor. The UMBA may request clarification of anyproposal by phone, email, in writing or during an in-person presentation.

4. Should the UMBA determine that none of the proposals meet the unique needs of theUMBA, the UMBA reserves the right to not award.

3.6 Lease AgreementThe selected firm will be expected to enter into a standard UMBA Lease Agreement (Attachment A).

Any exceptions to the standard form lease should be noted in the proposal. Such an exception may begrounds for rejection of the proposal, at the option of the UMBA.

3.7 Entire Agreement:This proposal represents the entire agreement. Any terms on a contractors invoice are not a part of andare not merged into the agreement, unless mutually agreed upon by the UMBA and the contractor inwriting. Any exceptions to the terms and conditions contained within this proposal must be so noted inwriting within the contractors response. Any exceptions taken to the terms and conditions within thisproposal may result in the classification of contractors response as non-responsive and noconsideration for award will be given.

3.8 Payment Terms:At the end of each month, the Contractor shall present the UMBA with an invoice for payment, whichshall be paid within 30 days.

3.9 Freedom of Information:

All proposals received are subject to Massachusetts General Laws Chapter 4, Section 7, Section 26 andChapter 66, Section 10 regarding public access to such documents. Statements or endorsementsinconsistent with those statues will be disregarded.


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3.10 Certification of Non-Collusion:Pursuant to Massachusetts General Law, Chapter 7, Section 22 (20), the Respondent certifies underpenalties of perjury that their bid is in all respects bona fide, fair, and made without collusion or fraudwith any person, joint venture, partnership, corporation or other business or legal entity.

3.11 Compliance with Laws and Regulations:

In accordance with the terms and conditions of this RFP, the Contractor represents that it is qualified to

perform the services set forth herein and has obtained all requisite licenses and permits to perform theservices. In addition, the Contractor agrees that the services provided hereunder shall conform to theprofessional standards of care and practice customarily expected of firms engaged in performingcomparable work; that the personnel furnishing said services and products shall be qualified andcompetent to perform adequately the services assigned to them; and that the recommendations,guidance, and performance of such personnel shall reflect such standards of professional knowledgeand judgment.

3.12 Equal Opportunity/Affirmative Action:The UMBA is committed to equal employment opportunity and non-discrimination. The UMBA willtake affirmative action to ensure equal employment opportunity and to eliminate discriminatory

barriers.

3.13 Amendments:The UMBA reserves the right to amend, alter, or cancel the response at any time prior to the deadlinefor submissions of responses. If such action is necessary, all potential respondents who have received acopy of the response will be notified of the changes to be made and whether the response opening datewill be extended.

3.14 Addenda and Interpretations/Official Correspondence:

An addendum is the interpretations of all questions so raised which in its opinion requiresinterpretation. Oral interpretations given to prospective respondents will have no standing. If questions

are received by respondents, an addendum is issued containing the answer to those questions and anyrequired clarification to the specifications. The UMBA reserves the right to provide an answer to aquestion posted by a Respondent. Addenda will be emailed and or faxed to all respondents who havepossession of this RFP.

3.15 Acceptance of Responses:

This RFP is not an agreement to enter into a lease. The UMBA is not bound to enter into a lease orcontract with any qualified Respondent. Responses will be assessed in light of the qualification reviewcriteria. The UMBA will be under no obligation to send or receive further information, whether writtenor oral to or from any Respondent.

3.16 Massachusetts Public Records Law:

Access to UMBA records is made in accordance with the Massachusetts Public Records Law, M.G.L.c. 66, s. 10. All Responses received are subject to M.G.L. c. 4, s. 7, ss. 26, and M.G.L. c. 66, s.10regarding public access to such documents. Statements or endorsements inconsistent with those statuteswill be disregarded.

3.17 Indemnification and Insurance:As specified in Attachment A Lease Agreement Section 8.

3.18 Terms of Proposal:


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Notwithstanding any provision to the contrary contained herein, this RFP shall not constitute anagreement to negotiate and solely constitutes an outline of certain key terms. Landlord and Tenant eachacknowledge and agree that each party is proceeding with negotiations relating to the proposedtransaction at its sole cost and expense and that either party may terminate negotiations at any time andfor any reason without any liability or obligation whatsoever. The terms stated herein are not completeor final and are subject to change as more is known.

3.19 Proposal Conditions:1. Proposal must be signed by an official authorized to bind the vendor to its provisions.2. This RFP document must be returned and signed as required in section 3.14 Proposer

Representation.3. Proposals must remain valid for at least 120 calendar days from the deadline for proposal

submission.4. Late proposals will not be considered. Proposals must be at the UMBA before the date and

time specified. Postmarks are not considered in determining late proposals. However, shoulda late proposal be the only response and if the proposal is also postmarked prior to the dateand time of proposal opening, the UMBA may choose to make award to the proposer if it isdetermined that acceptance of the late proposal is in the best interest of the UMBA and the

University. When no proposals are received, in urgent circumstances the UMBA may makean award based upon informed competition and without advertising.

5. Any proposals may be withdrawn or modified prior to the date and time stated in the proposalfor the opening of proposals. Such withdrawal or modification may be either in writing andsigned by an authorized representative of the proposer, or made in person at the UMBAprovided in the latter case that the proposer or his authorized representative shows adequateidentification. FAX withdrawals, but not modifications, will also be accepted, providedwritten confirmation by the proposer is mailed and postmarked on or before the date andtime set for proposal opening.

3.20 Proposer Representations:

Each proposer by making its proposal represents that:1. The proposal document and requirements have been read and understood by the proposer.2. The proposal is based upon the items described in the RFP documents and requirements

without exceptions.3. The proposal has been arrived at independently and is submitted without collusion.4. The contents of the proposal have not been disclosed by the proposer nor to the best of its

knowledge and belief, by any of its employees or agents, to any person not an employee oragent of the proposer, or its surety on any bond furnished herewith, and will not be disclosedto any such person prior to the opening of proposals.

5. No attempt has been made or will be made to induce any other person or firm not to submit aproposal.

3.21 Required Proposal Signature Forms:The following forms must be completed and submitted with your proposal:

1. Proposal Offer2. Contractor Authorized Signature Verification Form3. Certification of State Tax Compliance4. Certificate of Non-Collusion5. Business Reference Form6. W-9


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Attachments:

Attachment A: UMBA Lease Agreement (Must be signed after Proposal Award to complete theagreement with the UMBA).Appendix A: Area of Interest


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Proposal Offer

To the University ofMassachusetts Building Authority (UMBA), the undersigned proposes to

provide the lease of classroom space to the University in accordance with the terms specifiedbelow and the terms of this request: UMBA-13-CL-Lease

The undersigned also hereby declares that it is the only person or persons interested in this proposal,that the proposal is made without any connection with other persons making any bid for the samework; that no person or persons directly or indirectly interested in this proposal, or in any contractwhich may be made under it, is expecting profits to arise therefrom; and without directly or indirectlyinfluencing or attempting to influence any other person bidding for the same work; and that thisproposal is made with distinct reference and relation to the specifications prepared for this case andherein mentioned. The undersigned declares that this proposal is based solely on their owninvestigations and research and not in reliance upon any representations of any employee, officer, or

agent of the University of Massachusetts or Commonwealth of Massachusetts.

This proposal/response includes addenda numbered:__________________________________

Company/Firm Name of Bidder:__________________________________________________

Name of Signatory (Person signing below):

Contact Name (if different than above):

Contact Telephone Number: Fax #:

Contact Business Address:

Contact City and State:

Email Address: URL:

Authorized Signature:Printed Name and Title:

Date of Offer/Response:

Duration of Offer/Response (minimum 120 Days):CONTRACTOR AUTHORIZED SIGNATURE VERIFICATION FORM

Individuals: Individuals have two options to verify signature authorization:

1. Official Sample of Signature. Signature verification may be accomplished by submitting a copy of

a driver's license, passport, social security card, business ID or other official form or identification

containing the authorized signatory's signature, OR

2. Notarization. In the alternative, the Bidder can have their signature notarized in the space below.

Corporations. Corporations have two options to verify signature authorization.

1. Authorization and Clerk Certification: The Corporate Clerk may certify in the space below that

they have witnessed the authorized signatory's signature (made in the Clerk's presence) AND that the

signatory is authorized to execute contracts and other documents and legally bind the corporation.


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(NOTE: Clerks may not self-certify if they act as Clerk and as an authorized signatory. Alternative

documentation should be

submitted); OR

2. Authorization and Official Sample of Signature or Notarization (Complete both "a." and "b."

below) a. Authorization. The Bidder may attach a copy of a board of directors vote stating that

each signatory is authorized to execute contracts and other documents and legally bind the

corporation, AND:

b. Official Sample of Signature or Notarization. (Select one option)

Official Sample of Signature. Attach a copy of a driver's license, passport, social security

card, business ID or other official form or identification containing an example of the

authorized signatory's signature, OR

Notarization. Have each of the signatory's signature notarized (made in a notary's presence)below.

Partnership or OtherEntities

1. Authorization. Attach documentation for each signatory of authorization to execute contracts

and other documents and legally bind the partnership or other entity, AND

2. Official Sample of Signature or Notarization: (Select oneoption)

a. Official Sample of Signature. Attach a copy of a driver's license, passport, social security

card, business ID or other official form or identification containing the authorized signatory's

signature; OR

b. Notarization. Have their signature notarized in the spacebelow.

[THIS SECTION IS INTENTIONALLY BLANK. NOTARY OR CORPORATE

CERTIFICATION FOLLOWS ON NEXT PAGE.]


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THIS SECTION IS FOR NOTARIZATION OR CORPORATE CLERK CERTIFICATION

PRINT SIGNATORYS FULL LEGAL NAME: _______________________________________________

SIGNATURE (as it will appear on documents): _______________________________________________

(NOTARY) I, _______________________________________________as a notary public certify under pains

and penalties of perjury that I witnessed the signature of aforementioned signatory on behalf of the

Bidder/Contractor, and the individuals identify was verified, on this date

_________________________________, 20___. My commission expires on:_________________________.

OR

(CORPORATE CLERK) I, ______________________________________a corporate clerk of the

Bidder/Contractor certify under the pains and penalties of perfjury that I witnessed the signature of the

aforementioned signatory and the signatory is authorized to execute contracts and other instruments and

legally bind the Bidder/Contractor. This date: __________________________________, 20______.

AFFIX NOTARY SEAL OR CORPORATE SEAL HERE


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CERTIFICATE OF COMPUANCE

WITH STATE TAX LAW AND

UNEMPLOYMENT COMPENSATION CONTRIBUTION REQUIREMENTS

Pursuant to MGL Ch. 62C, Sec. 49A, and MGL Ch. lSlA, Section 19A,

I, _, authorized signatory for

, whose principal place of

business is located at do hereby certify under

penalties of perjury that the above business has filed all state tax returns and paid all taxes as

required by law and has complied with all state lawspertaining to contributions to the

unemployment compensation fund and to payments in lieu ofcontributions.

The BusinessOrganization Social Security Number or Federal IdentificationNumber is

Signed under the penalties of perjury this _day of _______ 2013

Signature

Name

Title


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CERTIFICATE OF NON COLLUSIONThe undersigned certifies under penalties of perjury that this Bid or Proposal has beenmade and submitted in good faith and without collusion or fraud with any other person. Asused in this certification, the word person shall mean any natural person, business,partnership, corporation, union, committee, club or other organization, entity or group ofindividuals.

Contracting Party / Company Name

Authorized Signature (must be in ink and signed by the person submitting the bid)

Title

Date

CERTIFICATE OF NON COLLUSIONPage 1 of 1


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Business Reference Form

Contractor:

1. ReferenceName:: Contact Person:Address:

Telephone:

Description and Dates of Service:


Telephone:



Telephone:


References will be contacted to confirm Bidders abilities, qualifications and performance history. The UMBA may deem

the Bidders response unresponsive if a reference is not obtainable.


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Attachment A

LEASE AGREEMENT BY AND BETWEEN

THE UNIVERSITY OF MASSACHUSETTS

BUILDING AUTHORITY

AND

_____________________________________


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i

ATTACHMENT A

LEASE

TABLE OF CONTENTS

ARTICLE/SECTION.....TITLE .....................................................................................PAGE

1......................Definitions.................................................................................1

2......................Premises and Improvements .....................................................2

2.1...................The Premises .............................................................................3

2.2...................Tenant Improvements ...............................................................3

2.3...................Construction Allowance............................................................4

2.4...................Working Drawings ....................................................................4

2.5...................Tenants Right to Terminate for Delay InLandlords Delivery of Possession of Premises.....................5

2.6...................Notice of Progress of the Tenant Improvements ......................5

2.7...................Notice of Substantial Completion .............................................6

2.8...................Punch List Items .......................................................................6

2.9...................Tenants Entry Prior to Initial Term .........................................6

2.10.................Tenants Representative ............................................................6

2.11.................Permitted Use............................................................................6

2.12.................Prohibited Uses .........................................................................7

2.13.................Licenses and Permits.................................................................7

2.14.................Signs, Blinds and Drapes ..........................................................7

3......................Term ..........................................................................................8

3.1...................Confirmation of Delivery Date .................................................8

3.2...................Tenants Obligations Subject To Sufficient Funding ...............8

3.3...................Term Extension .........................................................................8


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ATTACHMENT A

4......................Rent ...........................................................................................9

4.1...................Rental Fee .................................................................................9

4.2...................Late Payments ...........................................................................9

4.3...................Building Services ......................................................................9

5......................Landlords Covenants ...............................................................10

5.1...................Landlord Warrants and Representations ...................................10

5.2...................Delivery of Premises; Compliance with Law ...........................11

5.3...................Quiet Enjoyment .......................................................................11

5.4...................Change or Alteration by Landlord ............................................12

5.5...................Correction of Defective Work; RepairOf Premises and Building .......................................................12

5.6...................Landlords Hazardous Substance Representation.....................13

6......................Tenants Covenants...................................................................15

6.1...................Use of Premises.........................................................................16

6.2...................Care of Premises .......................................................................16

6.3...................Tenants Hazardous Substance Representation ........................16

6.4...................Compliance With Applicable Laws and Removal of Liens......17

6.5...................Assignment and Subletting .......................................................18

6.6...................Alterations and Additions .........................................................17

6.7...................Yield Up at Expiration or Termination of Lease ......................20

7......................Casualty, Eminent Domain .......................................................21

7.1...................Damage by Fire or Other Casualty ...........................................21

7.2...................Eminent Domain .......................................................................22


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ATTACHMENT A

8......................Indemnification and Insurance..................................................23

8.1...................Indemnification of Tenant by Landlord ....................................23

8.2...................Insurance Coverage to be Maintained by Landlord ..................24

8.3...................Tenants Self-Insurance ............................................................25

9......................Default.......................................................................................25

9.1...................Event of Default by Tenant .......................................................25

9.2...................Remedies of Landlord ...............................................................26

9.3...................Cure By Landlord .....................................................................27

9.4...................Event of Default by Landlord ...................................................27

9.5...................Remedies by Tenant..................................................................28

9.6...................Cure by Tenant..........................................................................28

9.7...................Remedies Cumulative ...............................................................29

10....................Holding Over ............................................................................29

10.1.................Holding Over By Tenant...........................................................29

11....................Personal Liability ......................................................................29

11.1.................Liability of Tenant ....................................................................29

11.2.................Liability of Landlord .................................................................30

12....................Notice ........................................................................................30

13....................Force Majeure ...........................................................................31

13.1.................Force Majeure Event .................................................................31

14....................Miscellaneous ...........................................................................31

14.1.................Extension...................................................................................31

14.2.................Entire Agreement ......................................................................31


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ATTACHMENT A

14.3.................Changes in Lease ......................................................................31

14.4.................Binding Agreement ...................................................................31

14.5.................Governing Law .........................................................................31

14.6.................Waiver.......................................................................................31

14.7.................Rights and Remedies Not Exclusive.........................................32

14.8.................Accord and Satisfaction ............................................................32

14.9.................Debarred or Suspended Contractors .........................................32

14.10...............Time of Essence ........................................................................32

14.11...............Non-Discrimination in Employment.........................................32

14.12...............Severability ...............................................................................33

14.13...............No Agreement Until Signed......................................................33

14.14...............State Employees Barred from Interest ......................................33

14.15...............Paragraph Headings ..................................................................33

14.16...............Counterparts ..............................................................................33

14.17...............Rider, Exhibits and Other Attached Documents .......................33

14.18...............Brokers ......................................................................................33

14.19...............Subordination; Estoppel Certificates ........................................33

EXHIBITS [To be added upon execution of Lease]

A.....................Delivery Date Certificate ..........................................................

B .....................Landlords Rules and Regulations ............................................

C .....................Floor Plan of the Premises After Tenant Improvements ..........

D.....................Working Drawings ....................................................................


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1

LEASE AGREEMENT

THIS LEASE made this day of December by and betweenwith an address of

, with an addressof

Landlord) and the

,(Tenant), (collectively, the Parties). Landlord and Tenant hereby agree as follows:

1. Definitions.

A. Delivery Date shall mean, subject to the notice required by Landlordpursuant to Section 2.7 herein, the date the Landlord achieves SubstantialCompletion of the Tenant Improvements; the Premises are deemed by theLandlord to be ready for Tenants Occupancy for all of the PermittedUses; and a certificate of occupancy from the City of Springfield

permitting the Premises to be occupied for Tenants Permitted Uses isobtained by Landlord.

B. Execution Date shall mean the date provided in the first paragraph ofthis Lease.

C. Emergency Repair shall mean any repair or replacement that isrequired to remove an imminent threat to the life, health, or safety ofpersons or property upon the Premises, Building or Land.

D. Force Majeure Event shall mean an excusable event arising withoutthe fault or negligence of either Landlord or Tenant which causes a delayin a required performance date including the Delivery Date includingwithout limitation: strikes, lockouts, acts of nature, shortages of labor ormaterials, war, acts of terrorism, restrictive governmental laws orregulations, or any other cause of a like nature which is beyond thereasonable control of Landlord or Tenant.

E. Punch list Items shall mean a list of minor or insubstantial items ofconstruction that remain to be completed, such as decoration ormechanical adjustment and that do not impair Tenant's ability to use andoccupy the Premises in accordance with the provisions of this Lease.

F. Routine Repairs shall means any repair that is not an EmergencyRepair, as defined herein.

G. Substantial Completion of Tenant Improvements shall mean thecompletion by Landlord of all the work in the Working Drawings thatLandlord is required to perform, including complete installation of allstructural and mechanical elements, walls, partitions, windows, floor and


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ceiling coverings, wiring, fixtures, life-safety systems, decorations, paint,and exterior improvements, with only Punch list Items excepted, (ii)Landlord makes the water supply, sewage, heating, ventilating, airconditioning, and electric facilities available to Tenant in accordance withthe obligations that Landlord assumes under this Lease, and (iii) Landlord

has caused the Premises to be cleaned and free of debris and constructionmaterials, and in a usable and tenantable condition.

H. Tenant Delay shall mean any delay in the Substantial Completion ofthe Tenant Improvements that is in whole or in part caused by any of thefollowing acts or omissions of Tenant or its employees, agents orcontractors: (a) Tenants request for special work not included in theWorking Drawings or otherwise required in this Lease; or (b) Tenantsrequest for a material change, alteration or addition in the WorkingDrawings or in the Premises; (c) delays caused by the delivery,installation, or completion of work that Tenant or Tenants employees,

agents, suppliers or contractors are to perform; or (d) failure by Tenant toperform any of Tenants obligations under this Lease that directly andmaterially impacts the construction of Tenants Improvements.

I. Tenant Improvements shall mean all alterations, improvements,modifications, construction and other things which are incorporated intothe Working Drawings required to be performed by the Landlord inTenants Premises prior to the Delivery Date. Tenant Improvements shallbe performed in accordance with applicable State Building Codes and alllocal building rules and regulations, regardless of any Tenant Changeorders or plan approvals.

J. Usable Area shall mean the square footage determined in accordancewith Measuring Usable Area under the Standard Method For MeasuringFloor Area In Office Buildings published by Building or Landowners andManagers Association International, publication ANSI/BOMA Z65.1-1996 (the BOMA Standard).

K. Working Drawings shall mean the detailed plans or drawings of theTenant Improvements TO BE PREPARED PRIOR TO LEASEEXECUTION that outline and describe the work to be performed by theLandlord in the Tenant Premises.

2. Premises and Improvements.

2.1 The Premises. Landlord hereby leases to Tenant, and Tenant herebyleases from Landlord, approximately ofusable area, (Usable Area) in the building known as

(the Building) located, together with the


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Tenant Improvements and the right in common with others to use thecommon areas and common facilities from time to time so designated byLandlord, (the Premises). The Premises are outlined on the floor planExhibit C (TO BE PREPARED PRIOR TO LEASE EXECUTION).Landlord excepts and reserves to itself from the demise of the Premises (1)

the exterior faces all exterior walls, windows and doors and all windowsand doors facing common areas; (2) hallways, stairways, shaft ways,service rooms, and common toilets, serving other parts of the Building; (3)the right to maintain, use, repair, and replace pipes, ducts, wires, meters,and any other equipment, machinery, apparatus, and fixtures locatedwithin or without the Premises which service other parts of the Building;(4) the right to make changes, alterations, and additions to the Building,common areas, and common facilities provided the same does notunreasonably or structurally change the interior of the Premises and thatreasonable access and service is provided; and (5) the right to enter thePremises at reasonable times and upon reasonable notice for any of the

foregoing purposes.

2.2 Tenant Improvements. Landlord shall furnish all labor and materialsnecessary to construct the Tenant Improvements pursuant to and asdescribed in the Working Drawings, Exhibit D (TO BE PREPAREDPRIOR TO LEASE EXECUTION), and any relevant provisions of thisLease. The Tenant Improvements shall be completed in a good andworkmanlike manner and comply with all applicable laws, ordinances,rules and regulations. Any Tenant Improvements other than those setforth in the Working Drawings or as otherwise stated in this Lease shall besubject to Landlords prior written approval, which approval shall not beunreasonably withheld. It is agreed by the Parties that the cost andexpense for furnishing all labor and materials necessary to construct theTenant Improvements shall be paid by Tenant, except as otherwiseexpressly provided herein.

At all times during the construction of the Tenant Improvements, Landlordshall cause Landlords contractors and any subcontractors to maintainworkers compensation and employers liability insurance covering thepersons employed in connection with such Tenant Improvements asrequired by law, and to secure and maintain (a) commercial general

liability insurance, for the mutual benefit of Landlord, Tenant and theCommonwealth of Massachusetts, and if applicable, automobile liabilityinsurance; all said insurance with limits that Landlord reasonablyestablishes, to protect against the risks or nature of the construction to beundertaken, or with limits customarily carried in connection with similarwork undertaken in buildings similar to the Building in the same locality,and (b) such builders-risk insurance protecting the interests of Landlordand Tenant against damage resulting from such Tenant Improvements inamounts that Landlord reasonably deems necessary. Landlord shall not


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permit Landlords contractors or any subcontractor to commence anywork until all required insurance coverage has been obtained, andcertificates evidencing such coverage have been delivered to Tenant.Each insurance policy shall be with a company authorized to do businessin Massachusetts, shall name Landlord, Tenant and the Commonwealth of

Massachusetts as additional insureds, and shall provide that Tenant begiven at least twenty (20) days prior written notice of any alteration ortermination of coverage. All such insurance shall be primary insurance toany other valid collectable insurance that Tenant, may have.

2.3 Construction Allowance. Landlord shall provide Tenant with an

improvement allowance (the Improvement Allowance) of up

to Dollars per square foot ofUsable Area to be applied toward Tenants cost of construction of theTenant Improvements.

2.4 Working Drawings. The Working Drawings for all the TenantImprovements, Exhibit D, WILL BE PREPARED PRIOR TO LEASEEXECUTION.

Landlord shall not make any change to the Working Drawings (other thaninconsequential construction-related field changes) that in any mannerreduces the utility or lowers the quality, or adversely affects theappearance of all or any part of the Tenant Improvements, or increasesTenants cost to use and occupy the Premises, or materially interferes withTenants ability to use and occupy the Premises. Landlord shall submitany such proposed change to the Working Drawings to Tenant for theTenants written approval, which approval shall not be unreasonablywithheld.

Notwithstanding any other provision of this Lease, if Tenant requests anychange to the Working Drawings or to the Tenant Improvements thatwould cause an increase in Rental Fee (as described below) or otherwiserequire Tenant to pay any additional sum to Landlord or to Landlordscontractors, Landlord shall not make such change, and Tenant has noliability for any cost that Landlord or any other party incurs in connectionwith such change, unless and until Landlord and Tenant execute a writtenmodification of the Working Drawings and this Lease, specifying suchchange and the amount of Rental Fee or other payment that Tenant shallmake.

No comments on or approval by Tenant of the Working Drawings or anyother advice or opinions provided by Tenant concerning the design orconstruction of the Tenant Improvements renders Tenant responsible forthe design, engineering or construction of the Tenant Improvements or


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invests Tenant with any responsibility for defects or other Buildingconditions.

2.5 Tenants Right to Terminate for Delay In Landlord s Deliver y of

Possession of Premises.

Subject to a Tenant Delay or a Force Majeure Event, as defined in thisLease, in the event that Substantial Completion of Tenant Improvementsin the Premises is not achieved within ten (10) weeks of thecommencement of construction of the Tenant Improvements, Tenant shallhave the right to terminate this Lease prior to Landlord providing writtennotice to Tenant that Substantial Completion of Tenant Improvements hasbeen achieved.

Said termination by Tenant shall not limit any claim for damages to whichTenant may be lawfully entitled by reason of Landlord's failure to perform

Landlords obligations hereunder.

If a Force Majeure Event delays Substantial Completion of TenantImprovements, then upon the written request of Landlord to Tenant, theperiod of time that Landlord has to achieve Substantial Completion ofTenant Improvements shall be extended by the actual number of days thata Force Majeure Event delays the Substantial Completion of the TenantImprovements, but in no event shall any such extension of the SubstantialCompletion of Tenant Improvements for Force Majeure Events exceedOne Hundred Fifty (150) days in the aggregate without Tenants writtenconsent, which consent shall not be unreasonably withheld or delayed. Ifthe Substantial Completion of Tenant Improvements is delayed due to aTenant Delay, then the period of time that Landlord has to achieveSubstantial Completion of Tenant Improvements shall be extended by theactual number of days that such Tenant Delay delays the SubstantialCompletion of Tenant Improvements. Landlord shall provide writtennotice to Tenant of Tenants Delay that has deferred the SubstantialCompletion of Tenant Improvements in whole or in part.

The Parties agreement to extend the Delivery Date shall be Landlordsexclusive remedy for Tenant Delays, notwithstanding any other provisionof this Lease.

2.6 Notice of Progress of the Tenant Improvements. Subject to Tenant Delaysand Force Majeure Events only, Landlord shall cause the TenantImprovements to be completed in accordance with a ConstructionSchedule to be provided by Landlord. Landlord shall keep Tenantapprised of the progress of the work performed by Landlord regarding theTenant Improvements. If there is any delay in the progress of the workthat Landlord anticipates will result in a delay in the Delivery Date,


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Landlord shall promptly notify Tenant in writing. Said notice shall adviseTenant of all changes or adjustments in the Construction Schedule, thecause of each change or adjustment, and the corrective efforts, if any, thatLandlord has made, proposes to make, or both.

2.7 Notice of Substantial Completion. Landlord shall provide Tenant with notless than ten (10) daysprior written notice of the date that Landlordachieves Substantial Completion of Tenant Improvements.

2.8 Punch List Items. Landlord shall promptly complete all Punch list Itemsby no later than thirty (30) days after the Delivery Date. On or before theDelivery Date, Landlord and Tenant shall conduct a walk-through of thePremises and identify, in writing, all Punch List Items that Landlord shallbe required to complete.

2.9 Tenants Entry Prior to Initial Term. Upon the approval of Landlord,

which approval shall not be unreasonably withheld, Tenant shall beprovided access to the Premises during construction of the TenantImprovements without payment of any additional monies, in order topermit Tenant to install its equipment therein when construction of theTenant Improvements has been sufficiently completed for Tenant to do so,provided the Tenant or its employees or contractors shall not interfere withLandlords work. In order to assist Tenant with Tenants move into andoccupancy of the Premises, Landlord shall provide Tenant with allinformation in its or its contractors possession concerning the Buildingsstructure, systems, utilities, equipment and services reasonably requestedby Tenant. Such information shall be provided within reasonablepromptness following Landlords receipt of Tenants written request.

2.10 Tenants Representative. Tenant designates the titled individuals in theNotice Section of this Lease, Section 12, as the Tenants Representativewith full power and authority to make decisions on behalf of Tenant withrespect to matters pertaining to the design and construction of the TenantImprovements. Tenant shall provide Landlord with the WorkingDrawings for the Tenant Improvements. Tenants Representative orhis/her successor shall communicate to Landlord in writing, Tenantsdecisions relating to the Tenant Improvements and Landlord shall relyonly upon written communications received from such individual(s) unlessTenant otherwise notifies Landlord in writing.

2.11 Permitted Use. Tenant shall use and occupy the Premises for educationalpurposes including general office and classroom use (the Permitted Use)and shall not use or occupy the Premises for any other purpose or businesswithout the prior written consent of Landlord, which consent shall not beunreasonably withheld.


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(a) Tenant must use the Premises only for the Permitted Uses set forthin above provided, however, that Tenant has the right to use thePremises for other purposes if such use (i) is compatible with theother uses of the Building, (ii) does not materially increase the amountof visitor or employee traffic to and from the Premises, (iii) does not

materially increase Landlords cost to provide the services (including,without limitation, repairs and maintenance of the Premises andBuilding) that this Lease requires or any other services currentlyprovided to tenants of the Building, and (iv) is otherwisecompatible with all other obligations of Tenant under this Lease.

(b) Tenant must not cause or permit any nuisance in the Building andmust not conduct any activity within the Premises or Building thatinterferes with the rights of other tenants or occupants of the Building.

(c) Tenant covenants and agrees that Tenant must not do or permitanything to be done in or upon the Premises or Building, or bring

anything on the Premises or Building that materially increases the rateof insurance on the Premises or Building above the standard rateapplicable to Premises occupied for the Permitted Uses, or thatvoids such insurance. Tenant further agrees that if Tenant does anyof the foregoing, Tenant must promptly pay to Landlord, on demand(upon Landlord providing documents evidencing such increase), anyresulting increase as additional rent, or Tenant must cease allactivities that cause the increase or the voiding.

(d) Landlord confirms that classroom and educational uses are permittedunder local zoning. Landlord warrant and represent that the

permitted uses are allowed under the present zoning requirements.Landlord has received all permits required to accommodate the lease.

2.12 Prohibited Uses. Notwithstanding any other provision of this Lease,Tenant shall not knowingly use, or suffer or permit the use or occupancyof, or suffer or permit anything to be done in or anything to be broughtinto or kept in or about the Premises or the Building or any part thereof(including, without limitation, any materials appliances or equipment usedin the construction or other preparation of the Premises and furniture andcarpeting): (i) which would violate any of the covenants, agreements,terms, provisions and conditions of this Lease or otherwise be binding

upon the Building or Land; (ii) for any unlawful purposes or in anyunlawful manner; (iii) which, in the reasonable judgment of Landlord shallin any way impair, interfere with or otherwise diminish the quality of anyof the Building services or the proper and economic heating, ventilating,air conditioning or other servicing of the Building, or occasion or injury ordamage to any other tenants or occupants of the Building; or (iv) which isinconsistent with the maintenance of the Building or Land. Tenant shallnot install or use any electrical, internal combustion or other equipment of


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any kind which, in the reasonable judgment of Landlord, might cause anysuch impairment, interference, or injury. Without limiting the foregoing,no use will be permitted which will create any dangerous, injurious,noxious or otherwise objectionable fire explosive or other hazard;offensive noise or vibration; toxic or corrosive fumes, gas, smoke, odors,

obnoxious dust, vapor or other form of air pollution; electrical or otherdisturbance which may affect or impair the normal use and peacefulenjoyment of any property or structure in the Land.

2.13 Licenses and Permits. If any governmental license or permit shall berequired for the proper and lawful conduct of Tenants business, and if thefailure to secure such license or permit would in any way affect Landlord,the Premises, the Building or Tenants ability to perform any of itsobligations under this Lease, Tenant, at Tenants expense, shall dulyprocure and thereafter maintain such license and submit the same toLandlord. Tenant, at Tenants expense, shall at all times comply with the

terms and conditions of each such license or permit. Tenant shall furnishall data and information to governmental authorities and Landlord asrequired in accordance with legal, regulatory, licensing or other similarrequirements as they relate to Tenants use or occupancy of the Premisesor the Building.

2.14 Signs, Blinds and Drapes. Tenant shall put no signs in any part of theBuilding, other than standard tenant identification signage on the interiorof the Building in a location to be designated by Landlord, which signageshall be subject to Landlords prior written approval, not to be

unreasonably withheld. Any signage proposed by Tenant to the exterior ofthe Building or elsewhere on the Land shall be subject to Landlords priorwritten approval, which may be withheld in its sole and unfettereddiscretion, and shall otherwise be subject to the approval of applicablegovernmental authorities. Subject to the prior written approval ofLandlord, no signs or blinds may be put on or in any window or elsewhereif visible from the exterior of the Building, nor may the building standarddrapes or blinds be removed by Tenant. Tenant may with prior writtenapproval of Landlord hang its own drapes, provided that they shall not inany way interfere with the building standard drapery or blinds or be visiblefrom the exterior of the Building and that such drapes are so hung andinstalled that when drawn, the building standard drapery or blinds areautomatically also drawn. Any signs or lettering in the public corridors oron the doors shall conform to Landlord's building standard design.Neither Landlord's name, nor the name of the Building or Land shall beused without Landlord's consent in any advertising material (except onbusiness stationery or as an address in advertising matter.

3. Term. The term of this Lease shall begin on the Delivery Date and shall continuefor two (2) consecutive years, (the Initial Term). Each lease year within the


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Initial Term shall consist of twelve (12) consecutive months, (the Lease Year).This Lease shall expire at the end of the Initial Term, (the Expiration Date)unless the Tenant in writing to the Landlord exercises its initial option to extendthe term of the Lease for an additional one (1) year.

3.1. Confirmation of Delivery Date. Landlord and Tenant hereby agree thatwithin forty-five (45) days following the Delivery Date to execute adeclaration substantially in the form attached hereto as Exhibit A toconfirm the actual Delivery Date, the Initial Term of the Lease and thenumber of square feet of Usable Area in the Premise and any optionsTenant may have to extend the Initial Term of the Lease.

3.2. Tenants Obligations Subject To Sufficient Funding. If, at the end of thesecond Lease Year, Tenants funding is projected to be insufficient for thedischarge of Tenants obligations under this Lease, Tenant shall have theright to reduce its Usable Area, without recourse and without incurring

any liability, damages, penalties or other charges by Landlord arising fromsaid reduction of Usable Area. Tenant shall notify Landlord ninety (90)days prior to the end of the then current Lease Year of Tenants intentionto reduce and vacate a potion of its Usable Area; provided, however, thatTenant in said notice designates the space it proposes to reduce and vacateand Landlord confirms in writing that such proposed space to be reducedand vacated is marketable in Landlords sole discretion. In the eventLandlord determines that the space proposed to be reduced and vacated byTenant is not marketable, Tenant and Landlord shall work in good faith toobtain the necessary reduction in space and pro rata reduction in TenantsRental Fee.

3.3. Term Extension. In accordance with the terms of Section 14.1 below, theTenant shall have the right to extend the Initial Term of this Lease for upto two (2) additional terms of one (1) year each, (the Extension Term)by notifying Landlord in writing at least ninety (90) days prior to theExpiration Date. The Tenant may terminate this Lease at the end of thefirst 1-year Extension Term by notifying Landlord in writing at leastninety (90) days prior to the expiration of said Extension Term.

4. Rent.

4.1. Rental Fee. The obligation of the Tenant to pay rent to Landlord shallbegin on the Delivery Date. Tenant agrees to pay rent to the Landlordduring the Initial Term of this Lease, commencing on the Delivery Date,without demand (except as may otherwise be expressly provided in thisLease). The annual rent during the Initial Term shall be

Dollars per square foot of Usable Area, which,based upon the Usable Area set forth herein, equates to an annual dollaramount of rent of . The rent


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shall be due and payable in equal monthly installments of, on or before the first day

of each month during the Initial Term of this Lease (the Rental Fee).The Rental Fee shall be paid in advance at the address specified forLandlord in Section 12 or such other address as Landlord designates in

writing. If the Delivery Date occurs on a day other than the first day of acalendar month, or if the Expiration Date occurs on a day other than thelast day of a calendar month, then the Rental Fee for the fractional monthwill be prorated on a daily basis.

The Rent outlined herein is fully gross and shall include cost, charges andexpenses associated with the operation and maintenance of the Premises,the Building, the Lot and all common and appurtenant areas and facilitiesserving the Premises, the Building and the Lot including withoutlimitation, all condominium fees, income and real estate taxes, commonarea charges, parking, repairs, replacements, maintenance, HVAC system,

snow plowing, landscaping, Landlord services and utilities (includingwater, gas, sewer and electricity, among others), among other items.

4.2. Late Payments. If any installment of the Rental Fee is not paid within ten(10) business days of the due date, then in addition to any other remedyLandlord may have, Landlord, only to the extent allowed by law, shall beentitled to late payment interest on the overdue amount in accordance withand subject to Massachusetts General Laws, chapter 29, Section 29C andany regulations or administrative bulletins thereunder as amended.

4.3. Building Services. Subject to Tenants obligation to pay the Rental Fee,Landlord shall provide, within its standards on each item, the followingservices and facilities without any additional cost to Tenant:

(a) The Landlord shall provide the following utility services to theBuilding and Premises: (1) water and sewer services, (2) heating,ventilation and air-conditioning, (3) energy and fuel consumption,(4) all lighting, and (5) electricity for Tenant's office and computerequipment twenty-four hours a day, seven days a week, includingholidays. The temperature throughout the Premises shall bemaintained at 68 Fahrenheit, twenty-four hours a day, seven daysa week, including holidays. Landlord shall be responsible formaintaining the Buildings HVAC equipment and having suchequipment serviced on a regular basis, to include the replacementof filters, and the cleaning of diffusers in accordance withmanufacturer's recommendations, or more often if local conditionsdictate. Landlord shall keep the Premises and Building in goodrepair and tenantable condition at all times.


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(b) The Landlord shall allow authorized Tenant employees to haveaccess to the Building and Premises twenty-four hours a day, sevendays a week, including holidays. Landlord may provide suchaccess through the use of security guards or by means of a masterkey, electronic card, or similar restrictive entry system.

(c) The Building and grounds are to be kept clean and free from litterand the grounds are to receive proper landscaping care. Landlordshall remove snow and ice from all entrances, exits, sidewalks, andparking areas of the Building before normal working hours andthereafter as necessary. Salt and sand are to be used by Landlordas necessary to ensure safety. Landlord will provide routinejanitorial services to the Building and Premises including, but notlimited to, removing trash, sweeping, dusting, and vacuuming.

(d) Non-exclusive use of on-site parking spaces available to Tenant on

a first come first serve basis. The number of available parkingspaces should be no less than (6) six.

5. Landlords Covenants.

5.1 Landlord Warrants and Representations. Landlord warrants andrepresents, to the best of its knowledge and belief, as follows:

(a) Landlord has record title to the Land of which the Premises are apart, and that there are no encumbrances affecting the Premises orBuilding that would prohibit or interfere with the construction ofthe Tenant Improvements or the use of the Premises by the Tenantfor the Permitted Use.

(b) Landlords name appears in this Lease exactly as Landlords nameappears on Landlords record title to the Land.

(c) Landlord has full legal capacity to enter into this Lease.

(d) Landlord is validly organized and existing, and is in good standingin the Commonwealth of Massachusetts, and Landlord isauthorized and qualified to do business in the state,commonwealth, province, territory, or jurisdiction in which thePremises are located.

(e) The execution of this Lease is duly authorized, and each personexecuting this Lease on behalf of Landlord has full authority to doso and to fully bind Landlord.


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(f) Landlord is not debarred or suspended from contracting with theCommonwealth of Massachusetts under any applicable debarmentstatute or regulation.

(g) Landlord knows of no pending or threatened action, suit,

proceeding, inquiry, or investigation before or by any judicial courtor administrative or law-enforcement agency against or affectingLandlord or Landlordsproperties wherein any unfavorabledecision, ruling, or finding would materially and adversely affectthe validity or enforceability of this Lease or Landlord's ability tocarry out Landlords obligations.

5.2 Delivery of Premises; Compliance with Law. Landlord warrants andrepresents that Landlord shall deliver the Premises to Tenant in good,clean, and rentable condition, and otherwise in accordance with theprovisions of this Lease, and that the construction of the Tenant

Improvements and Building common areas to which Tenant hasappurtenant rights, and the use of the Premises by Tenant for the PermittedUses shall be in full compliance with (i) all requirements of Landlordsmortgages and insurance policies, (ii) all laws, ordinances, codes, andregulations (including, without limitation, those pertaining to handicappedaccessibility) of governmental authorities with jurisdiction, and (iii) allregulations of the Board of Fire Underwriters or any similar insurance-rating body or bodies.

If, at any time, any governmental authority with jurisdiction or the Boardof Fire Underwriters or any similar -rating body notifies Landlord orTenant that all or any part of the Premises or Building is not constructed ormaintained in compliance with any applicable law, ordinance, code, orregulation, and demands compliance, then Landlord, upon receipt of suchnotification, shall promptly cause such repairs, alterations, or other workto be done so as to bring about the compliance demanded. Landlord hasthe right to defer compliance so long as Landlord contests the validity ofany such law, order, or regulation in good faith and by appropriate legalproceedings, provided that such failure to comply shall not materiallyinterfere with Tenant's use of the Premises for the Permitted Uses, subjectTenant or Tenants employees or invitees to any increased risk of injury totheir persons or property, adversely affect any other right of Tenant underthis Lease, or impose any additional obligation upon Tenant.

5.3 Quiet Enjoyment. Landlord warrants and covenants that as long as thereis no Event of Default (as defined in Section 9) by Tenant under thisLease, Tenant shall have peaceful and quiet use and possession of thePremises without hindrance or interruption on the part of Landlord or anyother person for whose actions Landlord is legally responsible, or by anyperson claiming by, through, or under Landlord.


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At reasonable times and without unreasonably interfering with Tenant'suse, occupancy, and enjoyment of the Premises, Landlord and Landlordsmortgagee, agents, investors, prospective purchasers and business inviteeshave the right to enter the Premises to view the Premises. Landlord shall

give Tenant a minimum of 48hours prior written notice for such visits(Landlord has the right to give such notice by telecopier (facsimiletransmission). Landlord has the right to enter for the purpose of showingthe Premises to prospective tenants only during the last six (6) months ofthe Initial Term or upon an Event of Default by Tenant. Landlord shallnotify Tenant in writing (Landlord has the right to give such notice bytelecopier (facsimile transmission) at least forty-eight (48) hours beforeshowing the Premises to prospective tenants, or other parties. Landlord atall times shall have access to the Premises to perform necessary repairsand maintenance; provide, however, that Landlord shall make reasonableefforts not to interfere with Tenants use and occupancy of the Premises

and except for an Emergency Repair, Landlord shall in good faithendeavor to provide Tenant a minimum of 48-hours written notice prior tosuch access (Landlord has the right to give such notice by telecopier(facsimile transmission)).

5.4 Change or Alteration by Landlord. Landlord reserves the right, at anytime and from time to time without the same constituting an actual orconstructive eviction and without incurring any liability, to Tenanttherefor or otherwise affecting Tenant's obligations under this Lease, tomake such changes, alterations, additions, improvements, repairs orreplacements in or to the Building (including the Premises) and thefixtures and equipment thereof, as well as in or to the street entrances,halls, passages, elevators, escalators, and stairways thereof, as it maydeem necessary or desirable, and to change the arrangement and/orlocation of entrances, exits or passageways, doors and doorways, andcorridors, elevators, stairs, toilets, or other public parts of the Building orLand, provided, however, that there be no unreasonable obstruction of theright of access to, or materially alters the Tenant Improvements, orunreasonable interference with the use and enjoyment of, the Premises byTenant. Nothing contained in this Section 5.4 shall be deemed to relieveTenant of any duty, obligation or liability of Tenant or complying withany law, order or requirement of any governmental or other authority.Landlord reserves the right to adopt and at any time and from time to timeto change the name or address of the Building.

5.5 Correction of Defective Work; Repair of Premises and Building. Duringthe first Lease Year, Landlord shall promptly remedy, repair, or replaceany defective aspects of the Tenant Improvements of which Landlord orTenant become aware after the Delivery Date.


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In addition to Landlord's obligation to remedy, repair or replace anydefects pertaining to the Tenant Improvements within the first Lease Year,Landlord shall keep and maintain the Premises, including, withoutlimitation, all equipment and fixtures that Landlord furnishes as part of theTenant Improvements (whether located within or outside of the Premises

but excluding Tenantspersonal property) in such good repair, order, andcondition as the same are in at the time of the Delivery Date; reasonablewear and tear, damage that fire or other casualty causes (excluding asprovided in Section 7), and damage caused by Tenants orits employees,agents, or contractors negligence or willful misconduct, or Tenantsbreach of this Lease excepted. Landlords obligations include, but is notlimited to repair of broken glass, doors, floor coverings, interior walls andpartitions, ceiling tiles, plumbing and lighting fixtures, locks, fireprotection equipment, heating, ventilation, and air conditioningequipment, and cabling. Landlord shall make such repairs to the roof,foundation, exterior walls, floor slabs, and common areas and facilities of

the Building, including finishes, as are necessary to keep them in goodcondition.

Landlord shall make Routine Repairs throughout the tenure of this Leaseinside and outside the Premises or to any of the Tenant Improvementswithin a reasonable period of time after Landlord discovers or Tenantnotifies Landlord of the condition requiring repair, or within such timeperiod as applicable law, code, or regulation requires.

Landlord shall make Emergency Repairs to the Premises, to the TenantImprovements, or to any other portion of the Building immediately uponnotice to Landlord or to Landlords authorized representative of thecondition requiring repair.

Landlord shall complete all repairs (i) at Landlord's sole cost and expense,except as otherwise provided herein, (i

UMass RFP for lease of classroom, administrative and research space in Springfield,

Documents

Transcript of UMass RFP for lease of classroom, administrative and research space in Springfield,