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Lease Purchase Agreement Sample

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					    HARRIS COUNTY
REQUEST FOR PROPOSAL                                                                   Job 00/0222
                                                                            Date Due: July 25, 2000
      Cover Sheet                                                                DUE NO LATER THAN 1:00 P.M.

                                                                            Proposals received later than the date and time
                                                                            above will not be considered.



 PROPOSAL FOR: Lease with Purchase Option of Office Space for Harris County
                                                  OFFERORS NOTE!!
Carefully read all instructions, requirements and                     Please return proposal in the envelope provided or in a
specifications.  Fill out all forms properly and                      comparable size envelope.       Be sure that return
completely. Submit your proposal with all appropriate                 envelope shows the Job Number, Description and is
supplements and/or samples.                                           marked "SEALED PROPOSAL."

                                         RETURN PROPOSAL TO:
                                 HARRIS COUNTY PURCHASING AGENT
                                   1001 PRESTON AVENUE, SUITE 670
                                         HOUSTON, TEXAS 77002

For additional information, contact Alfonso Saldivar at (713) 755-6803

You must sign below in INK; failure to sign WILL disqualify the offer. All prices must be typewritten or
written in ink.

                         Total Amount of Proposal $____________________________

Company Name:             ________________________________________________________________

Company Address:          ________________________________________________________________

City, State, Zip Code: ________________________________________________________________

Taxpayer Identification Number (T.I.N.): _________________________________________________

Telephone No. __________________FAX No. _____________________e-mail__________________

Print Name: ________________________________________________________________________

Signature: __________________________________________________________________________
[Your signature attests to your offer to provide the goods and/or services in this proposal according to the published provisions of
this Job. When an award letter is issued, it becomes a part of this contract. Contract is not valid until Purchase Order is issued.]

ACCEPTED BY:_____________________________________________                                  Date:______________________
            HARRIS COUNTY JUDGE ROBERT ECKELS
AXS/pbm
Revised 01/00




                                                                                                                       Page 1 of 31
                                                       TABLE OF CONTENTS
Items checked below represent components that comprise this bid/proposal package. If the item IS NOT checked, it is NOT
APPLICABLE to this bid/proposal. Offerors are asked to review the package to be sure that all applicable parts are included. If any
portion of the package is missing, notify the Purchasing Department immediately.

It is the Offeror's responsibility to be thoroughly familiar with all Requirements and Specifications. Be sure you understand the
following before you return your bid packet.
__X__ 1.             Cover Sheet
                     Your company name, address, the total amount of the bid/proposal, and your signature (IN INK) should appear on
                     this page.

__X__ 2.         Table of Contents
                 This page is the Table of Contents.

__X___ 3.        General Requirements
                 You should be familiar with all of the General Requirements.

__X__ 4.         Special Requirements/Instructions
                 This section provides information you must know in order to properly make an offer.

__X__ 5.         Specifications
                 This section contains the detailed description of the product/service sought by the County.

__X___ 6.        Pricing/Delivery Information
                 This form is used to solicit exact pricing of goods/services and delivery costs.

______ 7.        Attachments
                 ___X__ a.         Residence Certification
                                   Be sure to complete this form and return with packet.

                 _____    b.       Bid Guaranty & Performance Bond Information & Requirements
                                   This form applies only to certain bids/proposals. Please read carefully and fill out completely.

                 _____    c.       Bid Check Form
                                   This form applies only to certain forms. Please read carefully and fill out completely.

                 _____    d.       Vehicle Delivery Instructions
                                   Included only when purchasing vehicles.

                 _____    e.       Minimum Insurance Requirements
                                   Included when applicable (does not supersede "Hold Harmless" section of General Requirements).

                 ______ f.         Workers' Compensation Insurance Coverage Rule 110.110
                                   This requirement is applicable for a building or construction contract.

                 ______ g.         Financial Statement
                                   When this information is required, you must use this form.

                 _______ h.        Reference Sheet

                 __X__     i.      Space Allocation Templates (by department) Provided for information (6 pages).

                 __X__     j.      Submittal Form (with instructions) Complete and return (5 pages).

                 __X__     k.      Sample Lease Agreement with Purchase Option (9 pages).




                                                                                                                             Page 2 of 31
                                                GENERAL REQUIREMENTS
                                                    FOR PROPOSALS

READ THIS ENTIRE DOCUMENT CAREFULLY. FOLLOW ALL INSTRUCTIONS. YOU ARE RESPONSIBLE FOR
FULFILLING ALL REQUIREMENTS AND SPECIFICATIONS. BE SURE YOU UNDERSTAND THEM.

General Requirements apply to all advertised requests for proposals; however, these may be superseded, whole or in part, by the SPECIAL
REQUIREMENTS/INSTRUCTIONS OTHER DATA CONTAINED HEREIN. Review the Table of Contents. Be sure your proposal
package is complete.

GOVERNING LAW
This request for proposals is governed by the competitive bidding requirements of the County Purchasing Act, Texas Local Government
Code, §262.021 et seq., as amended. Offerors shall comply with all applicable federal, state and local laws and regulations. Offeror is
further advised that these requirements shall be fully governed by the laws of the State of Texas and that Harris County may request and
rely on advice, decisions and opinions of the Attorney General of Texas and the County Attorney concerning any portion of these
requirements.

PROPOSAL COMPLETION
Fill out and return to Purchasing, ONE (1) complete proposal form, using the envelope provided. An authorized company representative
should sign the Cover Sheet. Completion of these forms is intended to verify that the offeror has submitted the proposal, is familiar with its
contents and has submitted the material in accordance with all requirements.

PROPOSAL RETURNS
Offerors must return all completed proposals to the office of the Harris County Purchasing Agent reception desk at 1001 Preston Avenue,
Suite 670, Houston, Texas before 1:00 P.M. on the date specified. Late proposals will not be accepted.

GOVERNING FORMS
In the event of any conflict between the terms and provisions of these requirements and the specifications, the specifications shall govern.
In the event of any conflict of interpretation of any part of this overall document, Harris County's interpretation shall govern.

ADDENDA
When specifications are revised, the Harris County Purchasing Agent will issue an addendum addressing the nature of the change.
Offerors must sign it and include it in the returned proposal package.

HOLD HARMLESS AGREEMENT
Contractor, the successful offeror, shall indemnify and hold Harris County harmless from all claims for personal injury, death and/or
property damage resulting directly or indirectly from contractor's performance. Contractor shall procure and maintain, with respect to the
subject matter of this proposal, appropriate insurance coverage including, as a minimum, public liability and property damage with
adequate limits to cover contractor's liability as may arise directly or indirectly from work performed under terms of this proposal.
Certification of such coverage must be provided to the County upon request.

WAIVER OF SUBROGATION
Offeror and offeror's insurance carrier waive any and all rights whatsoever with regard to subrogation against Harris County as an indirect
party to any suit arising out of personal or property damages resulting from offeror's performance under this agreement.

SEVERABILITY
If any section, subsection, paragraph, sentence, clause, phrase or word of these requirements or the specifications shall be held invalid, such
holding shall not affect the remaining portions of these requirements and the specifications and it is hereby declared that such remaining
portions would have been included in these requirements and the specifications as though the invalid portion had been omitted.

BONDS
If this proposal requires submission of proposal guarantee and performance bond, there will be a separate page explaining those
requirements. Offers submitted without the required proposal bond or Cashier's Check are not acceptable.




                                                                                                                                 Page 3 of 31
TAXES
Harris County is exempt from all federal excise, state and local taxes unless otherwise stated in this document. Harris County claims
exemption from all sales and/or use taxes under Texas Tax Code §151.309, as amended. Texas Limited Sales Tax Exemption Certificates
will be furnished upon written request to the Harris County Purchasing Agent.

FISCAL FUNDING
A multi-year lease or lease/purchase arrangement (if requested by the specifications), or any contract continuing as a result of an extension
option, must include fiscal funding out. If, for any reason, funds are not appropriated to continue the lease or contract, said lease or
contract shall become null and void on the last day of the current appropriation of funds. After expiration of the lease, leased equipment
shall be removed by the contractor from the using department without penalty of any kind or form to Harris County. All charges and
physical activity related to delivery, installation, removal and redelivery shall be the responsibility of the offeror.

PRICING
Prices for all goods and/or services shall be negotiated to a firm amount for the duration of this contract or as agreed to in terms of time
frame. All prices must be written in ink or typewritten. Where unit pricing and extended pricing differ, unit pricing prevails.

SILENCE OF SPECIFICATIONS
The apparent silence of specifications as to any detail, or the apparent omission from it of a detailed description concerning any point, shall
be regarded as meaning that only the best commercial practice is to prevail and that only material and workmanship of the finest quality are
to be used. All interpretations of specifications shall be made on the basis of this statement. The items furnished under this contract shall
be new, unused of the latest product in production to commercial trade and shall be of the highest quality as to materials used and
workmanship. Manufacturer furnishing these items shall be experienced in design and construction of such items and shall be an
established supplier of the item proposed.

SUPPLEMENTAL MATERIALS
Offerors are responsible for including all pertinent product data in the returned proposal package. Literature, brochures, data sheets,
specification information, completed forms requested as part of the proposal package and any other facts which may affect the evaluation
and subsequent contract award should be included. Materials such as legal documents and contractual agreements, which the offeror
wishes to include as a condition of the proposal, must also be in the returned proposal package. Failure to include all necessary and proper
supplemental materials may be cause to reject the entire proposal.

MATERIAL SAFETY DATA SHEETS
Under the "Hazardous Communication Act", commonly known as the "Texas Right To Know Act", an offeror must provide to the County
with each delivery, material safety data sheets which are applicable to hazardous substances defined in the Act. Failure of the offeror to
furnish this documentation will be cause to reject any bid applying thereto.

EVALUATION
Evaluation shall be used as a determinant as to which proposed items or services are the most efficient and/or most economical for the
County. It shall be based on all factors which have a bearing on price and performance of the items in the user environment. All proposals
are subject to negotiations by the Purchasing Agent and other appropriate departments, with recommendation to Commissioners Court.
Compliance with all requirements, delivery and needs of the using department are considerations in evaluating proposals. Pricing is NOT
the only criteria for making a recommendation. A preliminary evaluation by Harris County will be held and appropriate proposals will
be subjected to the negotiating process. Upon completion of the negotiations, Harris County will make an award. All proposals that have
been submitted shall be available and open for public inspection after the contract is awarded except for trade secrets or confidential
information contained in the proposals and identified as such.

INSPECTIONS
Harris County reserves the right to inspect any item(s) or service location for compliance with specifications and requirements and needs of
the using department. If an offeror cannot furnish a sample of a proposed item, where applicable, for review, or fails to satisfactorily show
an ability to perform, the County can reject the offer as inadequate.




                                                                                                                                 Page 4 of 31
TESTING
Harris County reserves the right to test equipment, supplies, material and goods proposed for quality, compliance with specifications and
ability to meet the needs of the user. Demonstration units must be available for review. Should the goods or services fail to meet
requirements and/or be unavailable for evaluation, the offer is subject to rejection.

DISQUALIFICATION OF OFFEROR
Upon signing this proposal document, an offeror offering to sell supplies, materials, services, or equipment to Harris County certifies that
the offeror has not violated the antitrust laws of this state codified in §15.01, et seq., Business & Commerce Code, or the federal antitrust
laws, and has not communicated directly or indirectly the offer made to any competitor or any other person engaged in such line of
business. Any or all proposals may be rejected if the County believes that collusion exists among the offerors. Proposals in which the
prices are obviously unbalanced may be rejected. If multiple proposals are submitted by an offeror and after the proposals are opened, one
of the proposals is withdrawn, the result will be that all of the proposals submitted by that offeror will be withdrawn; however, nothing
herein prohibits a vendor from submitting multiple offers for different products or services.

AWARD
Harris County reserves the right to award this contract on the basis of LOWEST AND BEST OFFER in accordance with the laws of the
State of Texas, to waive any formality or irregularity, to make awards to more than one offeror, to reject any or all proposals. In the event
the lowest dollar offeror meeting specifications is not awarded a contract, the offeror may appear before the Commissioners Court and
present evidence concerning his responsibility after officially notifying the Office of the Purchasing Agent of his intent to appear.

ASSIGNMENT
The successful offeror may not assign, sell or otherwise transfer this contract without written permission of Harris County Commissioners
Court.

TERM CONTRACTS
If the contract is intended to cover a specific time period, the term will be given in the specifications under SCOPE.

MAINTENANCE
Maintenance required for equipment proposed should be available in Harris County by a manufacturer-authorized maintenance facility.
Costs for this service shall be shown on the Pricing/Delivery Information. If Harris County opts to include maintenance, it shall be so
stated in the purchase order and said cost will be included. Service will commence only upon expiration of applicable warranties and
should be priced accordingly.

CONTRACT OBLIGATION
Harris County Commissioners Court must award the contract and the County Judge or other person authorized by the Harris County
Commissioners Court must sign the contract before it becomes binding on Harris County or the offeror. Department heads are NOT
authorized to sign agreements for Harris County. Binding agreements shall remain in effect until all products and/or services covered by
this purchase have been satisfactorily delivered and accepted.

TITLE TRANSFER
Title and Risk of Loss of goods shall not pass to Harris County until Harris County actually receives and takes possession of the goods at
the point or points of delivery. Receiving times may vary with the using department. Generally, deliveries may be made between 8:30
a.m. and 4:00 p.m., Monday through Friday. Offerors are advised to consult the using department for instructions. The place of delivery
shall be shown under the "Special Requirements/Instructions" section of this proposal and/or on the Purchase Order as a "Deliver To:"
address.

WARRANTIES
Offerors shall furnish all data pertinent to warranties or guarantees which may apply to items in the proposal. Offerors may not limit or
exclude any implied warranties. Offeror warrants that product sold to the County shall conform to the standards established by the U.S.
Department of Labor under the Occupational Safety and Health Act of 1970. In the event product does not conform to OSHA Standards,
where applicable, Harris County may return the product for correction or replacement at the offeror's expense. If offeror fails to make the
appropriate correction within a reasonable time, Harris County may correct at the offeror's expense.




                                                                                                                               Page 5 of 31
PURCHASE ORDER AND DELIVERY
The successful offeror shall not deliver products or provide services without a Harris County Purchase Order, signed by an authorized
agent of the Harris County Purchasing Agent. The fastest, most reasonable delivery time shall be indicated by the offeror in the proper
place on the proposal document. Any special information concerning delivery should also be included, on a separate sheet, if necessary.
All items shall be shipped F.O.B. INSIDE DELIVERY unless otherwise stated in the specifications. This shall be understood to include
bringing merchandise to the appropriate room or place designated by the using department. Every tender or delivery of goods must fully
comply with all provisions of these requirements and the specifications including time, delivery and quality. Nonconformance shall
constitute a breach which must be rectified prior to expiration of the time for performance. Failure to rectify within the performance period
will be considered cause to reject future deliveries and cancellation of the contract by Harris County without prejudice to other remedies
provided by law. Where delivery times are critical, Harris County reserves the right to award accordingly.

CONTRACT RENEWALS
Renewals may be made ONLY by written agreement between Harris County and the offeror. Any price escalations are limited to those
stated by the offeror in the original proposal.

INVOICES AND PAYMENTS
Offerors shall submit an original invoice on each purchase order or purchase release after each delivery, indicating the purchase order number.
Invoices must be itemized. Any invoice which cannot be verified by the contract price and/or is otherwise incorrect, will be returned to the offeror
for correction. Under term contracts, when multiple deliveries and/or services are required, the offeror may invoice following each delivery and the
County will pay on invoice. Contracts providing for a monthly charge will be billed and paid on a monthly basis only. Prior to any and all payments
made for good and/or services provided under this contract, the offeror should provide his Taxpayer Identification Number or social security number
as applicable. This information must be on file with the Harris County Auditor’s office. Failure to provide this information may result in a delay in
payment and/or back-up withholding as required by the Internal Revenue Service.

TERMINATION
Harris County reserves the right to terminate the contract for default if Seller breaches any of the terms therein, including warranties of
offeror or if the offeror becomes insolvent or commits acts of bankruptcy. Such right of termination is in addition to and not in lieu of any
other remedies which Harris County may have in law or equity. Default may be construed as, but not limited to, failure to deliver the
proper goods and/or services within the proper amount of time, and/or to properly perform any and all services required to Harris County's
satisfaction and/or to meet all other obligations and requirements. Harris County may terminate the contract without cause upon thirty (30)
days written notice.

RECYCLED MATERIALS
Harris County encourages the use of products made of recycled materials and shall give preference in purchasing to products made of
recycled materials if the products meet applicable specifications as to quantity and quality. Harris County will be the sole judge in
determining product preference application.

SCANNED OR RE-TYPED RESPONSE
If in its response, offeror either electronically scans, re-types, or in some way reproduces the County's published proposal package, then in
the event of any conflict between the terms and provisions of the County's published proposal package, or any portion thereof, and the
terms and provisions of the response made by offeror, the County's proposal package as published shall control. Furthermore, if an
alteration of any kind to the County's published proposal package is only discovered after the contract is executed and is or is not being
performed, the contract is subject to immediate cancellation.

FLOPPY DISK
If offeror obtained the specifications on a floppy disk in order to prepare a response, the proposal must be submitted in hard copy
according to the instructions contained in this Request-for-Proposals package. If, in its response, offeror makes any changes whatsoever to
the County's published specifications, the County's specifications as published shall control. Furthermore, if an alteration of any kind to
the County's published specifications is only discovered after the contract is executed and is or is not being performed, the contract is
subject to immediate cancellation.

YEAR 2000 COMPLIANCE
All products and/or services furnished as part of this contract must be year 2000 compliant. This applies to all computers including
hardware and software as well as all other commodities with date sensitive embedded chips.

Revised 01/00




                                                                                                                                       Page 6 of 31
                                          SPECIAL REQUIREMENTS/INSTRUCTIONS

The following requirements and instructions supersede General Requirements where applicable.

Should this contract apply to other governmental entities, references to “Harris County” and the “Harris County Commissioners Court”
may apply to one or more of the following:
        --“Harris County Flood Control District” governed by “Harris County Commissioners Court”
        --“Harris County Hospital District” governed by its “Board of Managers”
        --“Harris County Community Supervision and Corrections Department” governed by its
           Standing Committee for Probation Matters”
        --“Greater Harris County 9-1-1 Emergency Network” governed by its “Board of Managers”

A. INSTRUCTIONS

        1. Nature of Request For Proposal (RFP)
        Award of contract(s) shall be made to the responsible Offeror(s) whose proposal is determined to be the lowest
        evaluated offer(s) resulting from negotiation, taking into consideration the relative importance of price and the other
        evaluation factors as set forth below. Discussions may be conducted with responsible Offerors who submit proposals
        reasonably susceptible of being selected for award. Offerors will be accorded fair and equal treatment with respect
        to any opportunity for discussion and revision of proposals, and revisions may be permitted after submission and
        before award for the purpose of obtaining best and final offers.

        Under the Request For Proposal process, sealed offers will be received and opened in the Office of the Purchasing
        Agent. At and after opening, proposals will NOT be part of the public record and subject to disclosure, but will be
        kept confidential until time of award. When such award is completed, proposals will be available for public
        inspection including those portions marked confidential and/or proprietary.

        Harris County does not accept any financial responsibility incurred by any proposer in responding to this RFP. In
        addition, Harris County reserves the right to accept or reject any or all proposals, or waive any and all formalities not
        considered advantageous to Harris County. Recognizing there are important considerations involved other than
        price, Harris County may not necessarily award to the apparent low proposer.

        2. Evaluation/Selection
        The following considerations will be utilized accordingly in evaluating the proposals:

        - Price                                                                                                          35%

        - Location (accessibility, visibility, public convenience, access/egress,                                        20%
          parking and efficiency/orientation)

        - Availability (Date the facility is available for move in)                                                      15%

        - Condition (Quality of property, building, roofing, electrical, plumbing,                                       10%
          HVAC, life safety system, telecommunications, security, vertical transportation,
          and age of building)

        - Proposed Layout (Efficiency and suitability of floor space and external layout                                 10%
          for Harris County’s purposes)

        - Miscellaneous (Future expansion capabilities both land and Building, existing i.e.                             10%
        abatement and environmental hazard remediation/removal expenses)

        In addition to any rights or remedies detailed in the General Requirements of this RFP, authorized representatives of
        Harris County may contact any proposer, company, or individual at any time during the proposal process in order to
        clarify, verify, or request information, or to negotiate regarding the contents of any proposal. Harris County also
        reserves the right to visit any Offeror’s site at any time during the proposal process for the purposes of evaluating
        components of the proposal.
        3. Invoicing
        Original copies of invoices are to be sent to the Harris County Auditor’s Office, Suite 800, Houston, TX 77002.
                                                                                                                          Page 7 of 31
B. PROPOSAL REQUIREMENTS

Carefully review the components of this RFP as listed in the Table of Contents. Include with your proposal all required
forms, completed and signed as necessary. Submit your proposal in the envelope provided, or one of comparable size, clearly
indicating the Job Number, Job Description, and the wording, "SEALED PROPOSAL", on the outside of the envelope.

Each proposal must be submitted in duplicate and include the signed Proposal Sheet and the items and information required
in Sections I. through VI. as detailed below. Clearly identify and address each requirement as specifically as possible, in ink
or typewritten. Use additional pages, if necessary, maintaining proper identification of items. Proposals shall be firm and
effective for thirty (30) days after date of submission, proposed renewal rates for subsequent years shall remain open for
acceptance by Harris County through each preceding policy term. Withdrawal of offer after receipt by Harris County may be
considered a breach of contract.

         Section I. Proposal Sheet & Executive Summary
         The Offeror must complete and include as the first page of Section I. of the submitted proposal the first page of this
         RFP, the Proposal Sheet. The authorizing signature indicates the proposer's desire to provide the products/services
         as submitted in the applicable proposal. Any person signing the proposal, other than a corporate officer, who is not
         the legal owner of the offered property must include in Section I. a copy of the instrument establishing the authority
         to act for the owner. A corporate officer must identify the corporation position held.

         Section II. Map
         Include in Section II of the offer a city street map highlighting the location of the proposed property.

         Section III. Floor Plan
         Include in Section III of the offer a site plan clearly showing property boundaries and property improvements
         location and two 1/8” scale floor plans of each floor of the building. One plan should present the proposed layout of
         all partitions and the other plan should be suitable for the development of floor plans. See Attachment i., Space
         Allocation Templates (by department), for more information.

         Section IV. Submittal Form (with pricing)
         Each Offeror must complete Attachment j., Submittal Form (with pricing), to this RFP and include it in Section IV
         of the submitted proposal. Offeror may include several copies of Attachment j. pages 20-22 in order to describe
         property (ies) and lease option (s). The information will be used in the evaluation process, therefore, responses
         should be as thorough and definitive as possible.

         Section V. Sample Agreement
         Offerors will include in Section V. their acceptance of the Attachment k. of the Harris County’s standard “Lease
         Agreement with Purchase Option” for office space. If offeror requires revisions, indicate on the agreement and
         include in Section V.

         Section VI. Contact Information
         Each proposer must include in Section VI. of the submitted proposal the identity(ies) and telephone number(s) of a
         representative(s) that can be reached for the purpose of clarifying, verifying, and/or negotiating the contents of the
         submitted proposal, as well as supplying additional information, as requested.

Within 14 calendar days of receipt of offer, additional information, including, but not limited to, the following will be required of
Offerors still under consideration for award:

         -Complete area calculations for each floor of the building using the definitions given above under
         “Building Size”. Please tabulate vertical penetrations, building common areas, and primary, code-required circulation areas.
         -Copies of all leases and restrictive covenants.
         -A copy of the most recent title insurance policy with all addenda.
         -A copy of the most recent land & improvements survey.
         -A report from a qualified engineer to substantiate the absence or presence of asbestos, asbestos-containing materials, PCB
         electric transformers, lead base paint, underground petroleum storage systems/tanks or any other known hazardous materials
         or conditions in the building(s) or site.
         -Actual operating expenses for the building or the most knowledgeable estimate available.
         -Insurance premium for the most recent calendar year.
                                                                                                                            Page 8 of 31
         -Certification that the facility conforms to Article 9102 T.C.S., (T.A.A.S., and/or ADAAG) specifications regarding building
         access to disabled persons. If the facility was approved with variances from specifications for full compliance, please list the
         variances.
         -The name and the last known address of each person who (i) owns record legal title to the property, building, or other
         improvements or (ii) owns a beneficial interest in the property, buildings or other improvements through a trust, nominee,
         agent, or other legal entity. A copy of the trust agreement or other document establishing the trust, nominee or other legal
         entity may be required for the purpose of identifying the true owner as required under Tex. Government Code 2252.092
         (Vernon 1997).

Finally, if an offer is accepted, the current ownership will be responsible, at its sole cost and expense, to provide at closing a title
policy from a title insurance company acceptable to Commissioners’ Court, should Harris County elect to exercise its purchase option.




                                                                                                                             Page 9 of 31
                                       SPECIFICATIONS

      Request for Proposal for Lease with Purchase Option for Office Space for Harris County

SCOPE

Harris County requests proposals to lease or lease/purchase at least 98,680 net usable square feet,
apportioned as specified, of facilities to accommodate the needs of the Harris County Precinct 1 Central
Maintenance facility including general building requirements, material and equipment storage yard, and
future growth potential. The facility or facilities must be located in Harris County Precinct 1 and within
the 610 Loop.

A pre-proposal conference is scheduled for July 11, 2000 at 9:00 a.m. in the conference room of the
Office of the Purchasing Agent, 1001 Preston, Suite #670, Houston, TX. Attendance is not mandatory,
but all bidders should attend in order to have a better understanding of the requirements of this RFP.
Persons with disabilities requiring special accommodations should contact the Office of the Purchasing
Agent at (713) 755-5036 at least two (2) days prior to the conference.


DESCRIPTION

The primary purpose of the facility or facilities sought through this Request for Proposals is to house
offices of Harris County Precinct 1 Central Maintenance facility including general building requirements,
material and equipment storage yard, and future growth potential. The County’s long range plan is to
lease real estate for 5, 10, 15, 23
or 20 years with the option to purchase in the subsequent year.

The facility or facilities either in existence or to be constructed must contain at least 98,680 square feet
minimum of net usable space plus parking for 145 vehicles and be located in Harris County Precinct 1
inside the 610 Loop. The final size of the facility has not been determined and will be affected by the
occupant’s operating requirements, public and/or client service requirements, and labor pool requirements.
However, the facility must be provided to Harris County in accordance with attachment i., Space
Allocation Template.

Bidders submitting proposals on facilities that have to be constructed from ground floor up should include
anticipated date for construction completion and date buyer can take occupancy. These dates are
important since Precinct 1 is looking to occupy premises as quickly as possible. Note this requirement also
applies to existing facilities that are being proposed.




                                                                                                Page 10 of 31
                                                                                                    Attachment a.
                                                                                            Residence Certification


                                      RESIDENCE CERTIFICATION

Pursuant to Texas Government Code §2252.001 et seq., as amended, Harris County and Harris County Facilities
and Property Management request Residence Certification. §2252.001 et seq. of the Government Code provides
some restrictions on the awarding of governmental contracts; pertinent provisions of §2252.001 are stated below:

        (3)        "Nonresident bidder" refers to a person who is not a resident.

        (4)        "Resident bidder" refers to a person whose principal place of business is in this state,
                   including a contractor whose ultimate parent company or majority owner has its principal
                   place of business in this state.


       I certify that ______________________________________ is a Resident Bidder of Texas as
                                [Company Name]
        defined in Government Code §2252.001.




       I certify that ______________________________________ is a Nonresident Bidder as defined
                                [Company Name]
        in Government Code §2252.001 and our principal place of business is: ___________________________.
                                                                               [City and State]




    Revised 7/97




                                                                                                      Page 11 of 31
Precinct One, New Central Service Center                                             Attachment i.
                                                                                        page 1 of 6
                              Offices/Workstations   Support Space   Add-on Factor
Administration                        2,860              4,870           3865
Finance                               1,170               175             673
Miscellaneous                         5,020             26,025          15523
Bays                                                    28,500
Bulk Materials                                          10,000
Total Square Feet                     9,050             69,570          20060
Grand Total Square Feet                                                 98680

                                 Parking Spaces
Employee/Visitor Parking               80
Covered County Vehicles                35
Uncovered County Vehicles              30
Total Parking Spaces                  145




                                                                                       Page 12 of 31
SPACE ALLOCATION TEMPLATE                                                 Attachment i.
                                                                              page 2 of 6

Precinct One
NEW CENTRAL SERVICE CENTER
DEPARTMENT: Administration
LOCATION:

              TITLE            QTY    STAFF   STANDARD       NET S.F.    TOTAL S.F



Commissioner                    1       1                       400         400
Human Resources Director        1       1                       200         200
Precinct Coordinator            1       1                       200         200
Secretary - Commissioner        1       1                       150         150
MIS                             1       1                       150         150
Computer Specialists            2       2                        80         160
Secretary - Administration      1       1                        80          80
Manager of Engineering          1       1                       200         200
Receptionist/Waiting            1       1                       330         330
Safety Coordinator              1       1                       150         150
Park Reservationists            3       3                        80         240
Future Positions                4       4                       150         600




        SUPPORT SPACE


Copy/ Work Area                 1                             150            150
Computer Maintenance            1                             400            400
Server Room                     1                             100            100
Terminal Room                   1                             450            450
Waiting Room                    1                             150            150
File Storage                    1                            1250           1,250
Large Break Room                1                             450            450
Small Break Room                1                             200            200
Library                         1                             450            450
Dead File Storage               1                             600            600
Large Conference Room           1                             350            350
Small Conference Room           1                             200            200
Mail Room                       1                             120            120
                             TOTAL                       TOTAL NSF          7,730
                             STAFF:    18                ADD-ON FACTOR      1.50
                                                         TOTAL DGSF        11,595




                                                                              Page 13 of 31
SPACE ALLOCATION TEMPLATE                                               Attachment i.
                                                                            page 3 of 6

Precinct One
NEW CENTRAL SERVICE CENTER
DEPARTMENT: Finance
LOCATION:

              TITLE          QTY    STAFF   STANDARD       NET S.F.    TOTAL S.F



Accounting/Finance            1       1                       200         200
Accountant                    1       1                       150         150
Accountant                    1       1                       100         100
Accountant                    1       1                       100         100
Personnel                     1       1                       200         200
Administrative Assistant      1       1                       120         120
Future Positions              2       2                       150         300




        SUPPORT SPACE


Copy/ Work Area               1                                75          75
Reception                     1                               100         100




                           TOTAL                       TOTAL NSF         1,345
                           STAFF:     8                ADD-ON FACTOR     1.50
                                                       TOTAL DGSF        2,018




                                                                        Page 14 of 31
SPACE ALLOCATION TEMPLATE                                                   Attachment i.
                                                                                page 4 of 6
Precinct One
NEW CENTRAL SERVICE CENTER
DEPARTMENT: Misc.
LOCATION:

             TITLE                  QTY    STAFF   STANDARD     NET S.F.   TOTAL S.F



               Parks
Regional Manager                      3      3                    150         450
General Superintendant of Parks       1      1                    180         180
Area Manager                          1      1                    150         150
Foresters                             4      4                     80         320
           Road & Bridges
Regional Manager                      1      1                    100         100
Foreman                               2      2                    100         200
Secretary/Reception                   1      1                    300         300
Superintendant of Operations R/B      1      1                    180         180
General Superintendant of Policy      1      1                    180         180
             Operations
Facilities Manager                    1      1                    150         150
Precinct Field Manager                1      1                    180         180
Future Positions                      4      4                    120         480
      Construction & Facilities
Water/Waste Water Technician          1      1                    100         100
Master Plumber                        1      1                    100         100
Electricians                          2      2                    100         200
Secretary                             1      1                    100         100
Assistant Superintendant Const.       2      2                    180         360

        SUPPORT SPACE


           Road & Bridges
Conference Room                       1                            200        200
Men's Locker Room                     1                            300        300
Women's Locker Room                   1                            150        150
Drafting/ Conference Room             1                            200        200
Construction Storage                  1                            900        900
Construction Staging Area             1                           5000       5,000
Material Control Storage              1                            800        800
Janitor's Storage                     1                            150        150



                                   TOTAL                      TOTAL NSF      11,430




                                                                                      Page 15 of 31
SPACE ALLOCATION TEMPLATE                                                     Attachment i.
                                                                                  page 5 of 6

Precinct One
NEW CENTRAL SERVICE CENTER
DEPARTMENT: Misc.
LOCATION:

             TITLE                 QTY    STAFF   STANDARD       NET S.F.    TOTAL S.F



            Mechanic Shop
Manager                             1       1                       150         150
Service Writers                     2       2                       100         200
            Traffic Control
Manager                             1       1                       150         150
          Material Control
Work Stations                       4       4                       80          320
     Hike and Bike Maintenance
Manager                             1       1                       150         150
Assistant Manager                   1       1                       120         120
Field Staff                         0       6                        0           0
Future Positions                    2       2                       100         200




        SUPPORT SPACE


           Mechanic Shop
Storage Room                         1                              225         225
Work Bays                           14                              750        10,500
           Traffic Control
Sign making Equipment Room          1                              1,000       1,000
Paint Storage                       1                              1,500       1,500
            Miscellaneous
Wash Rack Equipment Room            1                               100         100
Horticulture                        1                              3,000       3,000
Greenhouse                          1                              2,000       2,000



                                 TOTAL                       TOTAL NSF         19,615
                                 STAFF:    18                ADD-ON FACTOR      1.50
                                                             TOTAL DGSF        29,423




                                                                               Page 16 of 31
SPACE ALLOCATION TEMPLATE                                                    Attachment i.
                                                                                 page 6 of 6

Precinct One
NEW CENTRAL SERVICE CENTER
DEPARTMENT: Parking
LOCATION:

              TITLE               QTY    STAFF   STANDARD       NET S.F.    TOTAL S.F




        SUPPORT SPACE


Employee/Visitor Parking           80
County Vehicles                    30
Covered County Vehicles            35
Gas Fuel Bays                       4                             500          2,000
Covered Truck Bays                 25                            1,000        25,000
Diesel Fuel Bays                    2                             500          1,000
Car Wash Bay                        2                             250           500
Bulk Materials Bins - Covered       1                            10,000       10,000




                                TOTAL                       TOTAL NSF         38,500
                                STAFF:     0                ADD-ON FACTOR      1.00
                                                            TOTAL DGSF        38,500




                                                                                 Page 17 of 31
                                                                                                                      Attachment j.
                                                                                                                    Submittal Form
                                                                                                                        page 1 of 5
Instructions for completion of Submittal Form:

A. Property Size - state size of total land offered in acres.

B. Building Description

         Total Construction Area: specify the total construction area calculated by measuring to the outside finished surface of
         permanent outer building walls of all enclosed floors of the building, including basements, mechanical equipment floors,
         penthouses and the like.

         Total Gross Area: specify the total interior gross area calculated by measuring to the inside finished surface of the dominant
         portion of the outer building walls, to the center of partitions that separate the office from adjoining usable areas, and to the
         inside finished surface of the dominant portion of the permanent outer building walls. If a multistory building, also indicate
         the usable floor area for a typical floor. Attach a breakdown of usable and gross area by floor.

         Number of Stories: indicate the number of permanent floors in the structure.

C. Construction

         Structural System: describe the building’s structural system and foundation type. Specify the designed loads of each floor.

         Exterior: identify primary exterior building materials, including walls; type, age and warranty of roof; and types of doors and
         windows, including entrance/exist system.

         Interior: identify primary interior building finishes including: walls, doors, hardware, floors, ceilings, light fixtures.

         Year Construction Completed: indicate the year in which original construction was completed, and, if applicable, the year of
         any subsequent major remodeling of building shell.

D. Parking Facilities

         Give a complete description of any parking facilities which would be lease/purchase option with the building. The description
         should include the type of construction, number of actual spaces, lighting, proximity and means of access to the building, and
         number of covered spaces, if available.

E. Operating Systems

         HVAC System: provide a brief description of the Heating, Ventilating and Air Conditioning systems in place, and any
         provisions which have been made for supplemental conditioning, for the basic system, please specify:
                  -Number of zones and air handlers per floor.
                  -Type and age of air distribution systems.
                  -Manufacturer, type, capacity and age of major components of equipment, and controls.

         Electrical System: describe the electrical capacity of the building in terms of total service and distribution. Identify the type
         of lighting available and typical lighting grid. Include the typical floor outlet grid and the number of available (undistributed)
         circuits per floor. Please describe emergency generating facilities, if any, and the loads that are connected to any source of
         emergency power.

         Telephone Service: describe any telephone systems that lease with the building and available capacity in terms of number of
         lines. Note any advantageous system features, e.g.: distribution facilities, protection, battery back up, etc.




                                                                                                                            Page 18 of 31
                                                                                                                        Attachment j.
                                                                                                                     Submittal Form
                                                                                                                        page 2 of 5


       Fire Protection and Life Support System: describe the fire detection/suppression and life support systems of the building.
       Specify whether or not the building is protected by automatic sprinklers.

       Security System: describe the security systems available in the building, including any computerized security systems.

       Elevator System: give a complete description of the passenger and freight elevator systems of the building and include the
       number, type, age, manufacturer, capacity and speed of the elevators. Specify the building population criteria used to design
       the elevator system.

F. Land Area

       Total Site Area: specify the square feet of land on which the facilities are located and which would be conveyed.

       Current Zoning: indicate present zoning on entire site to be conveyed.

       Additional/Adjacent Land Available: indicate the amount of any contiguous land which is available for purchase from the
       same ownership, and which would be suitable for future expansion.

G. Proposed Price

       State the price at which the current owner offers the property, including all improvements which seller shall finance for
       conveyance.

H. Lease Term and Commencement

       State the desired lease/purchase option term desired by owner. Identify lease structure and responsibilities of Lessor and
       Lessee.




                                                                                                                           Page 19 of 31
                                                                                                                   Attachment j.
                                                                                                                 Submittal Form
                                                                                                                     page 3 of 5

                                                         SUBMITTAL FORM

Italicized items are optional in your initial proposal, but will be request upon completion of preliminary evaluation and will be required
for any further consideration.

A.       PROPERTY SIZE:             _______________ACRES

B.       BUILDING DESCRIPTION
               TOTAL CONSTRUCTION AREA                   _________________ SQ.FT.
               TOTAL GROSS AREA                          _________________ SQ.FT.
               TYPICAL FLOOR GROSS AREA                  _________________ SQ.FT.
               TOTAL USABLE AREA                         _________________ SQ.FT.
               TYPICAL FLOOR USABLE AREA                 _________________ SQ.FT.
               NUMBER OF STORIES                         _________________
               ORIGINAL DESIGN (Yes or No)               _________________ If No, # of Original Stories
               ________ Usable Area _______
               Gross and Usable Area Tabulation for each floor of the building. (Attach)

C. CONSTRUCTION

         STRUCTURAL FRAME

                  TYPE __________________________________________________________________________

                  DESIGNED FLOOR LIVE LOAD ___________________________________________________

         FOUNDATION TYPE __________________________________________________________________
              FOR HOW MANY FLOORS WAS IT ORIGINALLY DESIGNED ___________________
              ABILITY TO ADD ADDITIONAL FLOORS IN ORIGINAL DESIGN ________________

         EXTERIOR
               INDICATE AGE IF NOT ORIGINAL _______________________________________________
               WALL MATERIALS _____________________________________________________________

         ROOF
                  TYPE __________________________________________________________________________
                  AGE ______________YRS.             Warranty Remaining _____________ Yrs.

        DOORS/WINDOWS
              TYPE __________________________________________________________________________
              TYPE __________________________________________________________________________

        YEAR CONSTRUCTION COMPLETED ___________________

D. PARKING FACILITIES
             TYPE ________________________________________________ AGE _____________ YRS.
             NO. OF TOTAL SPACES __________________Full-sized car spaces ___________________
             Compact Car Spaces _____________________Handicapped spaces ______________________
             DISTANCE FROM BUILDING ____________ACCESS TO BUILDING _________________




                                                                                                                            Page 20 of 31
                                                                                             Attachment j.
                                                                                           Submittal Form
                                                                                              page 4 of 5

E. OPERATING SYSTEMS

     HVAC SYSTEM
            CFC Free _______________ Yes _____________No
            TYPE __________________________________________________________________
            ZONES PER FLOOR ___________AIR HANDLERS PER FLOOR _______________
            TYPE/LOCATION OF AIR DISTRIBUTION _________________________________

     SYSTEM AGE _____________________

     Major Components of Equipment

                            Chillers                     Boilers                Other
     Manufacturer    ______________________              __________________     ____________
     Type            ______________________              __________________     ____________
     Capacity        ______________________              __________________     ____________
     Age             ______________________              __________________     ____________
     Controls
     Type     ___________________Age ____________ Manufacturer ________________________
     Hot Water
     Type     ___________________________Capacity_____________________________________
     Manufacturer ______________________Age ___________________


     ELECTRICAL SYSTEM
     BUILDING SERVICE (3 phase, 480/277v.)
     TRANSFORMER SIZE __________ K.V.A.
     EMERGENCY GENERATOR: Yes _____ No _____ KV ___________ Age ____________
     Lighting Grid 2x4 Yes __ No __ Other _____________TYPE OF FIXTURES ____________
     Outlet: slab ______________________ ceiling ______________________________________
     Available circuits per floor ______________________________________________________
     Available power _______________________ watts per sq.f.t

     TELEPHONE SERVICE
     TYPE/AGE OF EQUIPMENT THAT CONVEYS WITH BUILDING
     _____________________________________________________________________________
     CAPACITY ___________________________________________________________________
     No. of cable pairs each floor ________________________
     No. and type of risers cables ________________________
     Who owns riser cable _____________________________

     FIRE PROTECTION
     DETECTION _________________________________________________________________
     SUPPRESSION __________________________ FULLY SPRINKLED ____ YES _______NO
     OTHER FEATURES ______________________________________________________________________________




                                                                                                       Page 21 of 31
                                                                                                              Attachment j.
                                                                                                            Submittal Form
                                                                                                                page 5 of 5

        SECURITY (description and age):
        _____________________________________________________________________________
        ______________________________________________________________________________

        ELEVATOR SYSTEM
        NO. OF PASSENGER ELEVATORS ________CAPACITY _____________AGE _________
        TYPE ___________________MANUFACTURER __________________speed ____________
        Building population assumed for system design _____________________________________

F. LAND
       TOTAL SITE AREA (OWNED IN FEE) _________________________ SQ.FT.
       CURRENT ZONING ___________________________________________________________
       ADDITIONAL/ADJACENT LAND AVAILABLE ___________________________________

G. PROPOSED PRICE
      1. ANNUAL LEASE PAYMENT $ _______________________
      2. Payment will be made in monthly increments.
      3. Annual Escalation Caps. – Attach schedule, if applicable
      4. Term of Lease/Purchase Options ___________ Year
      5. Purchase Option Price at end of Lease Term $ ______________________
      6. Attach Annual Purchase Option schedule for early purchase should HC elect to exercise.

H. LEASE TERM AND COMMENCEMENT - Lease/Purchase Option Agreement will be subject to annual appropriation by
Commissioners’ Court and Harris County will begin rental/lease payments upon occupancy of facility. Facility is scheduled for
occupancy on ________________________.




                                                                                                                Page 22 of 31
                                                                                                                              Attachment k.
                                                                                                                                Page 1 of 9
                                 LEASE AGREEMENT WITH PURCHASE OPTION

THE STATE OF TEXAS §

COUNTY OF HARRIS             §

         This Lease Agreement, made and entered into by and between _____________________, a ____________________,
hereinafter designated "Landlord", and HARRIS COUNTY, a body corporate and politic under the laws of the State of Texas,
hereinafter designated "Tenant",

                                                           W I T N E S S E T H:

         WHEREAS, Tenant is desirous of leasing the hereinafter described premises located at _________________ Street in the
City of ________________, Harris County, Texas; and

           WHEREAS, Landlord is desirous of leasing said premises to the Tenant;

           NOW, THEREFORE, in consideration of the mutual covenants, agreements, and benefits to both parties, it is agreed as
follows:

                                                                      I.

         Subject to the terms and provisions hereinafter set forth, Landlord has rented and leased, and by these presents does rent and
lease, unto Tenant, its successors and assigns, for a term of ____ years, beginning       , 200 , and ending       ,   , (unless sooner
ended in accordance with the provisions hereof), the following described premises situated in the City of ____________, Harris
County, Texas, to-wit:

           Approximately _______ square feet, more or less, of office space in the building located at _________________
           Street in the City of ___________, Harris County, Texas, said area hereby leased being cross-hatched in black on the
           diagram of the floor plan of the said building, attached hereto as Exhibit "A," the said building being located on the
           ______ acre tract or parcel of land described in deed dated ________________, from ________________ to
           ________________, filed for record in the Official Public Records of Real Property of Harris County, Texas, at
           County Clerk's File No. __________________ and Film Code No. ______________, together with rights of ingress
           and egress to ___________Street, hereinafter called "premises".

                                                                      II.

           As rental for the use of said premises, Tenant will pay Landlord a monthly rental as follows:

           a.       From         , 200 to     ,   , the monthly rent is the sum of        and NO/100 DOLLARS ($             ).

           b.       On each anniversary of the commencement of the term of this Lease, commencing with the anniversary date
                    of                ,     , the monthly rent may be adjusted in an amount equal to the percentage increase or
                    decrease, if any, in the Consumer Price Index, as hereinabove defined, from the month of August of the year
                    preceding the anniversary to the month of August of the year of the anniversary, but in no event will the
                    monthly rental rate be increased by an amount which is more than ten percent (10%) of the monthly rental
                    rate for the preceding lease year. Provided, however, that such increased monthly rent, if any, is not
                    effective until the first (1st) day of the next month after the receipt by Tenant of a statement in writing from
                    the Landlord, stating the monthly increase in rent as calculated by Landlord. The first escalation based on
                    CPI-W, pursuant to this subparagraph (b), would be                 200 , based on the Percentage change in the
                    Consumer Price Index, as hereinabove defined, from August,              to August,     . Each succeeding lease
                    year, the same procedure as outlined above will be used to calculate the monthly rent.




                                                                                                                                 Page 23 of 31
                                                                                                            Attachment k.
                                                                                                              Page 2 of 9


c.       The term "CPI-W", as used herein, means the Consumer Price Index for all urban Wage Earners and
         Clerical Workers (CPI-W), based on a United States City average, published by the Bureau of Labor
         Statistics, United States Department of Labor (1982-84 equals 100). If the CPI-W is ever revised, then the
         CPI-W means the CPI-W, as revised. If the Bureau of Labor Statistics ever ceases to compile or publish the
         CPI-W, the CPI-W thereafter means such other index or price published by the U.S. Government as most
         nearly approximates the CPI-W now published.

d.       The term "lease year", as used herein, means the one year period commencing on ____________ and
         ending on _______________ of the following calendar year.

e.       (1) The Formula for determining the amount of escalation allowed in any given lease year, as provided in
         this Paragraph II, is:

         Previous monthly rent x Percent of CPI-W increase = Amount of Escalation Allowed:

         The new monthly rental would be the monthly rental in effect for the previous lease year increased by the
         "Amount of Escalation Allowed." Percent changes shall be rounded to the nearest one tenth of one percent.

         (2) For Illustrative Purposes Only:

         August, 1995 CPI-W = 118.5
         August, 1996 CPI-W = 123.6 representing a 5.1 Index increase
         5.1 – 118.5 equals a 4.3% CPI-W increase

         Example:       If the previous month's rent is $1,000.00, and the percent of CPI-W increase is 4.3%, then the
                        Amount of Escalation Allowed would be $43.00. ($1,000.00 x 4.3% = $43.00), and the
                        new monthly rental for the new lease year of the Lease Agreement would be $1,043.00.
                        ($1,000.00 + $43.00 = $1,043.00).

f.       On or about the first (1st) day of each calendar month, beginning with the calendar month of
         ____________, 20 , and ending with the calendar month of _____________,               , (unless this lease is
         sooner terminated in accordance with the terms hereof), the Landlord will submit to the Tenant a statement
         for the rent for such calendar month. Tenant will pay the same by the twentieth (20th) day of such calendar
         month or the fifteenth (15th) day after the receipt thereof, whichever is later.

g.       In addition to any other right of termination provided herein, Tenant may terminate this lease on any
         anniversary of the commencement of the term of this lease, by giving notice to that effect to Landlord at
         least 30 days prior to such anniversary.

                                                             III.
Landlord will pay utility bills for water, gas and electricity incurred by Tenant in its use of the premises.

                                                         IV.
The premises are to be used by Tenant for offices and other lawful purposes.

                                                            V.
During the term of this lease, Landlord will, at its own expense, perform the following:
A.       Keep and maintain in good repair the exterior walls, exterior doors, exterior doorways, elevators, windows,
         roof, structural portions, heating equipment, air conditioning equipment, plumbing, lobby, wiring and
         electrical equipment, interior walls, ceilings, floors, interior doors, interior doorways, hallways, restrooms,
         carpets, and all other parts of said building.




                                                                                                                    Page 24 of 31
                                                                                                                Attachment k.
                                                                                                                  Page 3 of 9

        B.       Keep and maintain in good repair, the driveways, walkways and entrances on the above described tract or
                 parcel of land and also keep the same neat and clean.

        C.       Keep and maintain in good repair and condition the lighting fixtures in the premises and also the stairways
                 and lobby of said building, including, but not limited to, furnishing and installing light producing elements.

        D.       Use its best efforts to keep other tenants of said building and persons from blocking or obstructing the
                 hallways, restroom doorways, stairways, lobby and entrances of said building.

        E.       Use its best efforts to keep all persons using any part of the above described tract of land from making
                 excessive noise, causing bad odor, or otherwise interfering with Tenant's use and enjoyment of the premises
                 and the exercise of its rights hereunder.

        F.       Operate the air conditioning and heating equipment so as to maintain the air temperature in the premises
                 between 65 and 75 degrees Fahrenheit between the hours of 7:30 A.M. and 5:30 P.M. of each and every day
                 except Saturdays, Sundays, and County holidays. However, in the event any state, federal or municipal law,
                 rule or regulation applicable to said premises requires the maintenance of the air temperature therein within
                 a range other than that hereinabove specified, then the air temperature range will be maintained as near to
                 the temperature range set forth above as may be permitted under such law, rule or regulation.

        G.       Comply with all requirements of the Americans With Disabilities Act, the Texas Architectural Barriers Act,
                 and all other valid laws, ordinances, regulations and other requirements, now or hereafter in force, of all
                 federal, state and local governmental bodies and agencies which are applicable to the premises and common
                 areas of the building, including, but not limited to, the lobby, halls, stairways, elevators, restrooms,
                 driveways, walkways and entrances on the above described tract of land, to accommodate Tenant's
                 employees and invitees. Landlord is wholly responsible for all alterations that need to be made to the
                 Premises and common areas described above, to accommodate Tenant's employees and invitees.
                 LANDLORD WILL INDEMNIFY AND HOLD TENANT HARMLESS FROM ANY AND ALL
                 EXPENSES, LIABILITIES, COSTS AND DAMAGES SUFFERED BY TENANT AS A RESULT OF
                 LANDLORD'S FAILURE TO FULFILL ITS AFORESAID RESPONSIBILITIES REGARDING
                 MAKING SUCH ALTERATIONS REFERENCED IN THE PRECEDING SENTENCE. No provision in
                 this Lease will be construed in any manner as permitting, consenting to or authorizing Tenant to violate
                 requirements under either such Act, and any provision to the Lease which could arguably be construed as
                 authorizing a violation of either Act will be interpreted in a manner which permits compliance with such
                 Act and is hereby amended to permit such compliance.

        H.       Provide janitorial services for the premises in accordance with the Janitorial Cleaning Specifications
                 attached hereto as Exhibit "B".

        I.       Keep and maintain a valid Certificate of Occupancy (issued by the City of ____________) for said building
                 posted in said building, if applicable.

        J.       Provide _________(___) parking spaces as shown on the plan attached hereto as Exhibit "C".

                                                                 VI.

         Landlord will pay, before they become delinquent, all the taxes and assessments whatever which may be payable for, on, or in
regard to, the premises, the above mentioned tract of land and building thereon, or any part thereof during said term.




                                                                                                                          Page 25 of 31
                                                                                                                            Attachment k.
                                                                                                                               page 4 of 9
                                                                  VII.

         In the event a dispute arises as to Landlord's right to lease any portion of the premises, or Landlord's right to receive the
rentals herein provided, the Tenant may withhold the rent herein provided, but such rent will continue to accrue and will be payable by
Tenant to the party or parties entitled thereto, after said dispute is settled either by court action or settlement. LANDLORD WILL
INDEMNIFY AND HOLD TENANT HARMLESS AS TO ANY DAMAGES, EXPENSES OR CLAIMS THAT TENANT MAY
SUFFER DUE TO FAILURE OF LANDLORD’S RIGHT TO LEASE THE PREMISES.

                                                                  VIII.

          Should the premises or the above mentioned building be destroyed or damaged, or the right of ingress and egress be impaired,
so that the premises are thereby rendered unfit for use by Tenant, or should any governmental body, agency, department, or official
determine such building to be a fire hazard, or for any other reason whatsoever to be unsuitable for the use or uses for which the
Tenant contemplates using same, then and in any such event the rent hereinbefore reserved will not be due nor paid by the Tenant
during the period of destruction or damaged condition, impairment, or unsuitability, and this lease may be terminated at the option of
Tenant. Regardless of whether Tenant exercises its option to terminate the lease in such event, the rent for any month during which the
premises are unfit or unsuitable for use by Tenant for a portion thereof is equal to the number of days the same was fit for use by
Tenant times an amount equal to one-thirtieth (l/30th) of the monthly rental rate, and if the rent for any such month has been paid in
advance, then Tenant is entitled to a refund from Landlord of the excess amount paid. However, Tenant is obligated to pay rent for
each day the Tenant actually uses the premises. The phrase "actually uses", as used in this paragraph, means the use of the premises
for the purpose the Tenant contemplates or intends to use same, and does not include any limited use or uses such as (but not limited
to) inspecting the premises, or leaving furniture and other property therein while waiting for repairs of such damage or other action to
correct or otherwise remedy such damaged condition, impairment or unsuitability.

                                                                   IX.

         All fixtures and all personal property created and/or placed in and on said premises by Tenant may be removed by Tenant at
the termination of this lease, or any extension thereof, even though the same may be attached to the premises.

                                                                   X.

         In the event Tenant holds over and remains in possession of the premises herein leased, after the expiration of this agreement,
without any written renewal or extension thereof, such holding over is not deemed to operate as a renewal or extension of this
agreement, but only creates a tenancy from day to day at a daily rental rate at an amount equal to one thirtieth of the monthly rental
(hereinabove provided for the month immediately preceding such hold over) which day to day tenancy may be terminated at any time
by either Tenant or Landlord.

                                                                   XI.

          If Landlord refuses or fails to perform any one or more of its undertakings or obligations under this lease agreement, Tenant
has the right, but not the obligation, to perform, or cause to be performed, any one or more of said undertakings or obligations of the
Landlord, and may deduct all costs and expenses thereof from the rental to be paid hereunder, or this agreement may be terminated by
Tenant, in Tenant's sole discretion, by giving at least fifteen (15) days prior written notice to Landlord. The performance by Tenant of
any one or more of the undertakings or obligations of the Landlord hereunder will not be construed or held to be a waiver by the
Tenant of any succeeding refusal or failure to perform such undertaking or obligation of the Landlord. Tenant's exercise of any of the
rights or options under this paragraph will not in any way prejudice Tenant's right to recover damages which Tenant has sustained as a
result of Landlord's refusal or failure to perform, and the rights and options under this paragraph are cumulative with, and not in lieu
of, other remedies provided by law.

                                                                  XII.

         Landlord represents and warrants that it has the right and power to lease the said premises for the term hereof.




                                                                                                                            Page 26 of 31
                                                                                                                            Attachment k.
                                                                                                                               page 5 of 9


                                                                  XIII.

       In further consideration of the benefits derived by Landlord as a result of the Tenant signing this Lease Agreement, Tenant
has the sole and exclusive right and option to purchase the premises and improvements thereon, for the sum of
____________________________($__________) Dollars, on the following terms and conditions:

    A. Tenant may exercise such option to purchase by written notice to Landlord, dated and mailed on or before
       _________________, addressed to ______________________________, and such right shall be considered exercised and
       completed upon Tenant’s deposit of the notice in the United States Mail as aforesaid. Tenant’s exercise of any of the rights or
       options under this paragraph does not prejudice Tenant’s right to recover damages which Tenant has sustained as a result of
       Landlord’s refusal or failure to perform, and the rights and options under this paragraph are cumulative with, and not in lieu
       of, other remedies provided by law.

    B. Landlord will give Tenant written notice reminding Tenant of the expiration date of the option hereunder not less than one
       hundred-twenty (120) days nor more than one hundred-eighty (180) days prior to the expiration of such option.

    C. If the option is exercised, Landlord will furnish to Tenant, at Landlord’s expense, (1) a general warranty deed, without any
       exceptions or reservations except those acceptable to the Tenant, duly executed and acknowledged by Landlord, conveying
       the above described premises to Tenant, (2) Owner’s Title Policy of Insurance (Texas promulgated form) with both the areas
       and boundaries exception and the rights of parties in possession exception deleted, guaranteeing good and indefeasible title to
       the above described premises to Tenant, subject only to taxes for the current year, restrictive covenants which shall be
       endorsed “none of record,” and no other exceptions or reservations except those acceptable to the Tenant, (3) certificates of
       ad valorem taxes on the above described premises paid through the previous year, and (4) a current survey of the property
       bearing the seal and signature of a registered professional Texas land surveyor.

    D. Time is of the essence.

                                                                  XIV.

         Any notice permitted or required to be given to the Landlord hereunder may be given by registered or certified United States
mail, postage prepaid, return receipt requested, addressed to _____________________________, ______________________,
Houston, Texas _______________, ATTENTION: ______________________. Any notice permitted or required to be given to the
Tenant hereunder may be given by registered or certified United States mail, postage prepaid, return receipt requested, addressed to
County Judge of Harris County, Harris County Administration Building, 1001 Preston, Houston, Texas 77002, with a photocopy
thereof addressed to Director, Harris County Facilities and Property Management Department, 1310 Prairie, Houston, Texas 77002.
Notice is considered given and completed upon deposit of the notice in a receptacle regularly maintained by the United States Postal
Service. Either party may change its address pursuant to this paragraph upon written notice to the other party.

                                                                   XV.

          Landlord will, at its expense, maintain an owner's, landlord's and tenant's liability insurance policy covering the premises with
coverage in the amount of not less than $100,000 for injuries to or death of any one person, not less than $300,000 for injuries to or
death of more than one person and not less than $100,000 for any injury to or destruction of property in any one accident or
occurrence, or in the amounts of the Tenant's maximum limitations of liability under Section 101.001 et seq. (Vernon 1986) Texas
Civil Practice and Remedies Code Annotated, as amended, whichever is greater. Said policy will name the Tenant as an additional
insured. Within thirty (30) days after the commencement of the term of this agreement, the Landlord will furnish a photocopy of the
certificate of the insurance to the Director of the Harris County Facilities and Property Management Department at the address
provided for in the above paragraph.

                                                                  XVI.

         Landlord will not take any action or recourse against the Tenant for any default in the performance of Tenant's obligations, or
any breach of this lease agreement by Tenant, until thirty (30) days after Landlord has given Tenant written notice setting out in detail
the type and nature of the default or breach, and the failure of Tenant to cure such default or breach within such thirty (30) day period.



                                                                                                                            Page 27 of 31
                                                                                                                           Attachment k.
                                                                                                                              page 6 of 9


                                                                 XVII.

          Landlord will execute, and cause each mortgagee or trustee under any superior mortgage or deed of trust to execute, and will
deliver to Tenant for Tenant's execution, an instrument of mutual recognition and attornment in form and substance acceptable to
Tenant wherein such mortgagee or trustee agrees in substance that (i) notwithstanding any foreclosure or deed or other conveyance in
lieu of foreclosure by the mortgagee or trustee of any mortgage or deed of trust involving the premises or the exercise by the
mortgagee or trustee of any rights with respect thereto, or the invocation by the mortgagee or trustee of any other right, remedy or
recourse by it as a result of any default or breach under the mortgage, the deed of trust or any other instrument executed in connection
therewith, Tenant's leasehold estate created hereunder, Tenant's right to quite, peaceful and exclusive possession of the premises and
Tenant's other options and rights arising out of this lease agreement will not be disturbed or affected by such mortgagee or trustee, or
anyone claiming by, through or under it, so long as no default by Tenant exists under the terms of this lease (after notice and an
opportunity to cure as permitted herein) as would enable Landlord to terminate this lease or otherwise to dispossess Tenant from the
premises, and (ii) in the event of foreclosure or deed or other conveyance in lieu of foreclosure under said mortgage or deed of trust or
any other lien or instrument in favor of the mortgagee or trustee, or the exercise of any other rights, remedies or recourses with respect
to the premises, the mortgagee or trustee will be deemed to have assumed and agreed to perform the duties of Landlord under this lease
agreement during such period, if any, as it is collecting or entitled to collect rent from Tenant hereunder. Upon delivery to Tenant of
the mutual recognition and attornment agreement as called for herein, executed by Landlord and the other party or parties thereto
(other than Tenant), Tenant will execute the same and become bound by the provisions thereof.

                                                                 XVIII.

         "The liability of Tenant under the terms and provisions of this lease, and all amendments and supplements thereto, is
expressly limited to the amount of funds herebelow certified available for satisfying Tenant's first lease year obligations under the
terms and provisions of this lease, and any additional funds which are specifically approved and made available for such purpose by
the Harris County Commissioners Court and which may, from time to time, be certified available for Tenant's obligations by the Harris
County Auditor." When and if all the funds so certified are expended for the purpose of satisfying Tenant's obligations pursuant to
this agreement, the sole and exclusive remedy of Landlord will be to terminate this Lease.


                                                                      XIX.

 Tenant, upon the several conditions herein set forth and upon payment of the rentals herein provided, and upon continued performance
of the covenants and agreements herein contained, will and occupy the said premises, and may peacefully and quietly have for the term
herein set forth.

         EXECUTED in duplicate originals this ___________day of ___________, 200___.

APPROVED AS TO FORM:

MICHAEL P. FLEMING                                              HARRIS COUNTY
County Attorney

By_________________________________                             By_______________________________
  Assistant County Attorney                                       ROBERT ECKELS, County Judge

ATTEST:                                                         _____________________________


___________________________________                             By____________________________
 Secretary                                                        President




                                                                                                                           Page 28 of 31
                                                                                                                     Attachment k.
                                                                                                                        page 7 of 9


                                                   AUDITOR'S CERTIFICATE

        I hereby certify that funds in the amount of $______________ are available to pay the obligation of Harris County under the
foregoing agreement.

                                            __________________________________
                                            TOMMY J. TOMPKINS, County Auditor


        Registered with me this ________ day of _____________________________, 200____.

                                        ________________________________________
                                                        MICHAEL YANCEY
                                     Director, Facilities and Property Management Department




                                                                                                                     Page 29 of 31
                                                                                                        Attachment k.
                                                                                                           page 8 of 9
                                                    EXHIBIT "B"

                                           Janitorial Cleaning Specifications

A.        GENERAL AND PRIVATE OFFICES, AND CORRIDORS

Daily

1.        Empty and clean all ash trays.
2.        Empty and clean all waste baskets.
3.        Clean all cigarette urns.
4.        Sweep and dust clean composition floors with treated mops.
5.        Dust all desks, tables, files and horizontal surfaces.
6.        Dust all desk accessories (including phones) and replace in proper position.
7.        Vacuum all carpets thoroughly.
8.        Damp mop any spillage.
9.        Remove trash to designated areas.
10.       Spot clean woodwork and doors to remove fingerprints.
11.       Clean drinking fountains.
12.       Spot clean interior glass doors and glass partitions daily and damp wipe weekly.

Monthly

1.        Dust all cabinets, files and chairs.
2.        Dust all paneling with appropriate cleaning products.
3.        Dust picture frames and wash picture glass.

Quarterly

1.        High dust tops of doors and partitions, high ledges, high files, ventilating and air conditioning outlets and
          return air grills.
2.        Dust blinds.

B.        ENTRANCE LOBBY AREAS

1.        Sweep and vacuum all floors daily with proper equipment.
2.        Buff all floors once a week and refinish commensurate with traffic.
3.        Dust and polish directory boards daily.
4.        Spot clean entrance door glass and side lights daily and wash weekly.
5.        Empty and clean ash trays and sand urns daily.
6.        Scrub and polish drinking fountains daily.
7.        Spot clean walls daily to remove finger marks and smudges.
8.        Remove any spillage daily.


C.        RESTROOMS

Daily

1.        Empty and wipe out all waste paper containers.
2.        Polish all mirrors.
3.        Clean all lavatory fixtures.
                                                                                                        Attachment k.

                                                                                                         Page 30 of 31
                                                                                                          page 9 of 9
4.        Sinks, toilet bowls and urinals to be kept free of scale at all times.
5.        Wash and sanitize underside and tops of toilet seats, toilet fixtures and compartments.
6.        Refill soap, towel and tissue containers (building stock).
7.        Wipe down walls around lavatories.
8.        Mop all lavatory floors.
9.        Dust all horizontal surfaces.
10.       Empty, clean and disinfect sanitary napkin dispensers.

Monthly

1.        Wash down ceramic tile walls and toilet compartment partitions.
2.        Perform high dusting.
3.        Brush down vents.

D.        GENERAL FLOOR SERVICES

1.        Machine scrub and wax all composition floors once each month.
2.        Buff all floors once each month.
3.        Buff halls (public areas only) once each week.

E.        WINDOW CLEANING SERVICES

1.        Clean all windows inside and outside as necessary, but in no event less than two (2) times per year interior
          and exterior.
2.        Wash all lobby glass inside once every other month and outside once per month.




                                                                                                        Page 31 of 31

				
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